UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
			SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2023~~March 31, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
			SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-36502


			COMMERCE BANCSHARES, INC.
(Exact name of registrant as specified in its charter)


Missouri		43-0889454
(State of Incorporation)		(IRS Employer Identification No.)
1000 Walnut
Kansas City,	MO	64106
(Address of principal executive offices)		(Zip Code)

(816) 234-2000

(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:

Title of class	Trading symbol(s)	Name of exchange on which registered
$5 Par Value Common Stock	CBSH	NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of ~~August 1, 2023,~~May 3, 2024, the registrant had outstanding ~~124,700,008~~129,536,050 shares of its $5 par value common stock, registrant’s only class of common stock.

Commerce Bancshares, Inc. and Subsidiaries

Form 10-Q


			Page
INDEX
Part I	Financial Information
	Item 1.	Financial Statements
		Consolidated Balance Sheets as of ~~June 30, 2023~~March 31, 2024 (unaudited) and December 31, ~~2022~~2023	3
		Consolidated Statements of Income for the Three ~~andSix~~ Months Ended ~~June 30, 2023~~March 31, 2024 and ~~2022~~2023 (unaudited)	4
		Consolidated Statements of Comprehensive Income for the Three ~~and Six~~Months Ended ~~June 30, 2023~~March 31, 2024 and ~~2022~~2023 (unaudited)	5
		Consolidated Statements of Changes in Equity for the T ~~hree andSix~~ Three Months Ended ~~June 30, 2023~~March 31, 2024 and ~~2022~~2023 (unaudited)	6
		Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30, 2023~~March 31, 2024 and ~~2022~~2023 (unaudited)	87
		Notes to Consolidated Financial Statements	98
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	4845
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	7267
	Item 4.	Controls and Procedures	7267

Part II	Other Information
	Item 1.	Legal Proceedings	7368
	~~Item 1A.~~	~~Risk Factors~~	73
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7468
	Item 5.	Other Information	68
	Item 6.	Exhibits	7468
Signatures			7569

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Commerce Bancshares, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS


		June 30, 2023		December 31, 2022			March 31, 2024	December 31, 2023
		(Unaudited)
		(In thousands)
	(Unaudited)
		(In thousands)
		(In thousands)
		(In thousands)
ASSETS	ASSETS
Loans
Loans
Loans	Loans	$	16,956,539	$	16,303,131
Allowance for credit losses on loans	Allowance for credit losses on loans	(158,685)		(150,136)
Net loans	Net loans	16,797,854		16,152,995
Loans held for sale (including $1,566,000 and $— of residential mortgage loans carried at fair value at June 30, 2023 and December 31, 2022, respectively)		6,776		4,964
Loans held for sale (including $1,185,000 and $1,585,000 of residential mortgage loans carried at fair value at March 31, 2024 and December 31, 2023, respectively)
Investment securities:	Investment securities:					Investment securities:
Available for sale debt, at fair value (amortized cost of $11,833,736,000 and $13,738,206,000 at
June 30, 2023 and December 31, 2022, respectively, and allowance for credit losses of $—
at both June 30, 2023 and December 31, 2022)		10,414,625		12,238,316
Available for sale debt, at fair value (amortized cost of $10,388,902,000 and $10,904,765,000 at
March 31, 2024 and December 31, 2023, respectively, and allowance for credit losses of $—
March 31, 2024 and December 31, 2023, respectively, and allowance for credit losses of $—
March 31, 2024 and December 31, 2023, respectively, and allowance for credit losses of $—
at both March 31, 2024 and December 31, 2023)
at both March 31, 2024 and December 31, 2023)
at both March 31, 2024 and December 31, 2023)
Trading debt	Trading debt	29,412		43,523
Equity	Equity	12,266		12,304
Other	Other	258,045		225,034
Total investment securities	Total investment securities	10,714,348		12,519,177
Federal funds sold	Federal funds sold	2,750		49,505
Securities purchased under agreements to resell	Securities purchased under agreements to resell	825,000		825,000
Interest earning deposits with banks	Interest earning deposits with banks	2,568,695		389,140
Cash and due from banks	Cash and due from banks	366,699		452,496
Premises and equipment – net	Premises and equipment – net	451,568		418,909
Goodwill	Goodwill	146,371		138,921
Other intangible assets – net	Other intangible assets – net	14,666		15,234
Other assets	Other assets	936,535		909,590
Total assets	Total assets	$	32,831,262	$	31,875,931
LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:	Deposits:
Deposits:
Deposits:
Non-interest bearing	Non-interest bearing	$	8,198,849	$	10,066,356
Savings, interest checking and money market	Savings, interest checking and money market	14,418,974		15,126,981
Certificates of deposit of less than $100,000	Certificates of deposit of less than $100,000	1,543,424		387,336
Certificates of deposit of $100,000 and over	Certificates of deposit of $100,000 and over	1,708,197		606,767
Total deposits	Total deposits	25,869,444		26,187,440
Federal funds purchased and securities sold under agreements to repurchase	Federal funds purchased and securities sold under agreements to repurchase	2,878,021		2,841,734
Other borrowings	Other borrowings	1,005,613		9,672
Other liabilities	Other liabilities	392,956		355,508
Total liabilities	Total liabilities	30,146,034		29,394,354
Commerce Bancshares, Inc. stockholders’ equity:	Commerce Bancshares, Inc. stockholders’ equity:					Commerce Bancshares, Inc. stockholders’ equity:

Common stock, $5 par value	Common stock, $5 par value
Authorized 190,000,000 at June 30, 2023 and 140,000,000 at December 31, 2022; issued 125,863,879 shares at June 30, 2023 and December 31, 2022		629,319		629,319

Common stock, $5 par value

Common stock, $5 par value
Authorized 190,000,000; issued 131,064,418 shares at both March 31, 2024 and December 31, 2023
Capital surplus	Capital surplus	2,921,365		2,932,959
Retained earnings	Retained earnings	211,358		31,620
Treasury stock of 868,125 shares at June 30, 2023
and 605,142 shares at December 31, 2022, at cost		(58,389)		(41,743)
Treasury stock of 1,092,341 shares at March 31, 2024
and 611,546 shares at December 31, 2023, at cost
and 611,546 shares at December 31, 2023, at cost
and 611,546 shares at December 31, 2023, at cost
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(1,036,295)		(1,086,864)
Total Commerce Bancshares, Inc. stockholders' equity	Total Commerce Bancshares, Inc. stockholders' equity	2,667,358		2,465,291
Non-controlling interest	Non-controlling interest	17,870		16,286
Total equity	Total equity	2,685,228		2,481,577
Total liabilities and equity	Total liabilities and equity	$	32,831,262	$	31,875,931

See accompanying notes to consolidated financial statements.

Table of Contents

Commerce Bancshares, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME


		For the Three Months Ended June 30					For the Six Months Ended June 30
						For the Three Months Ended March 31
						For the Three Months Ended March 31
						For the Three Months Ended March 31
(In thousands, except per share data)	(In thousands, except per share data)	2023		2022			2023		2022		(In thousands, except per share data)	2024	2023
		(Unaudited)
					(Unaudited)									(Unaudited)
INTEREST INCOME	INTEREST INCOME
Interest and fees on loans
Interest and fees on loans
Interest and fees on loans	Interest and fees on loans	$	241,327	$	142,526		$	465,143	$	274,601
Interest and fees on loans held for sale	Interest and fees on loans held for sale	151		161			296		311
Interest on investment securities	Interest on investment securities	73,727		88,635			144,846		161,740
Interest on federal funds sold	Interest on federal funds sold	105		19			594		20
Interest on securities purchased under agreements to resell	Interest on securities purchased under agreements to resell	4,099		4,385			8,051		9,685
Interest on deposits with banks	Interest on deposits with banks	29,254		2,428			38,590		3,579
Total interest income	Total interest income	348,663		238,154			657,520		449,936
INTEREST EXPENSE	INTEREST EXPENSE
Interest on deposits:	Interest on deposits:
Interest on deposits:
Interest on deposits:
Savings, interest checking and money market
Savings, interest checking and money market
Savings, interest checking and money market	Savings, interest checking and money market	30,046		2,278			50,197		4,038
Certificates of deposit of less than $100,000	Certificates of deposit of less than $100,000	10,125		205			11,550		344
Certificates of deposit of $100,000 and over	Certificates of deposit of $100,000 and over	14,416		470			21,043		897
Interest on federal funds purchased	Interest on federal funds purchased	6,397		224			11,983		231
Interest on securities sold under agreements to repurchase	Interest on securities sold under agreements to repurchase	17,014		2,702			34,509		3,384
Interest on other borrowings	Interest on other borrowings	21,127		(110)			27,077		(129)
Total interest expense	Total interest expense	99,125		5,769			156,359		8,765
Net interest income	Net interest income	249,538		232,385			501,161		441,171
Provision for credit losses	Provision for credit losses	6,471		7,162			17,927		(2,696)
Net interest income after credit losses	Net interest income after credit losses	243,067		225,223			483,234		443,867
NON-INTEREST INCOME	NON-INTEREST INCOME
Trust fees
Trust fees
Trust fees
Bank card transaction fees	Bank card transaction fees	49,725		43,873			96,379		85,918
Trust fees		47,265		46,792			92,593		94,603
Deposit account charges and other fees	Deposit account charges and other fees	22,633		25,564			44,385		47,871
Consumer brokerage services	Consumer brokerage services	4,677		5,068			9,762		9,514
Capital market fees	Capital market fees	2,539		3,327			5,901		7,452
Loan fees and sales	Loan fees and sales	2,735		3,246			5,324		7,481
Other	Other	18,031		11,557			30,873		18,357
Total non-interest income	Total non-interest income	147,605		139,427			285,217		271,196

INVESTMENT SECURITIES GAINS (LOSSES), NET	INVESTMENT SECURITIES GAINS (LOSSES), NET	3,392		1,029			3,086		8,192

INVESTMENT SECURITIES GAINS (LOSSES), NET

INVESTMENT SECURITIES GAINS (LOSSES), NET
NON-INTEREST EXPENSE	NON-INTEREST EXPENSE
Salaries and employee benefits
Salaries and employee benefits
Salaries and employee benefits	Salaries and employee benefits	145,429		142,243			289,802		278,196
Data processing and software	Data processing and software	28,719		27,635			56,873		54,651
Net occupancy	Net occupancy	12,995		12,503			25,754		24,799
Marketing		6,368		5,836			11,839		12,180
Deposit insurance
Equipment	Equipment	4,864		4,734			9,714		9,302
Supplies and communication	Supplies and communication	4,625		4,361			9,215		9,074
Marketing
Other	Other	24,611		16,193			48,521		30,951
Total non-interest expense	Total non-interest expense	227,611		213,505			451,718		419,153
Income before income taxes	Income before income taxes	166,453		152,174			319,819		304,102
Less income taxes	Less income taxes	35,990		32,021			68,803		63,923
Net income	Net income	130,463		120,153			251,016		240,179
Less non-controlling interest expense (income)	Less non-controlling interest expense (income)	2,674		4,359			3,775		6,231
Net income attributable to Commerce Bancshares, Inc.	Net income attributable to Commerce Bancshares, Inc.	$	127,789	$	115,794		$	247,241	$	233,948

Net income per common share — basic	Net income per common share — basic	$	1.03	$	.92		$	1.98	$	1.84

Net income per common share — basic

Net income per common share — basic
Net income per common share — diluted	Net income per common share — diluted	$	1.02	$	.92		$	1.97	$	1.84

See accompanying notes to consolidated financial statements.

Table of Contents

Commerce Bancshares, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


						For the Three Months Ended March 31
						For the Three Months Ended March 31
						For the Three Months Ended March 31
(In thousands)												(In thousands)	2024	2023
							(Unaudited)								(Unaudited)
Net income
Other comprehensive income (loss):

		For the Three Months Ended June 30						For the Six Months Ended June 30
(In thousands)		2023		2022				2023		2022
Net unrealized gains (losses) on available for sale debt securities
		(Unaudited)
Net income		$	130,463	$	120,153			$	251,016	$	240,179
Other comprehensive income (loss):

Net unrealized gains (losses) on available for sale debt securities

Net unrealized gains (losses) on available for sale debt securities	Net unrealized gains (losses) on available for sale debt securities	(81,882)		(328,201)				60,584		(835,466)
Change in pension loss	Change in pension loss	269		322				539		645
Unrealized gains (losses) on cash flow hedge derivatives	Unrealized gains (losses) on cash flow hedge derivatives	(14,184)		(4,615)				(10,554)		(9,153)
Other comprehensive income (loss)	Other comprehensive income (loss)	(95,797)		(332,494)				50,569		(843,974)
Comprehensive income (loss)	Comprehensive income (loss)	34,666		(212,341)				301,585		(603,795)
Less non-controlling interest (income) expense	Less non-controlling interest (income) expense	2,674		4,359				3,775		6,231
Comprehensive income (loss) attributable to Commerce Bancshares, Inc.	Comprehensive income (loss) attributable to Commerce Bancshares, Inc.	$	31,992	$	(216,700)			$	297,810	$	(610,026)

See accompanying notes to consolidated financial statements.

Table of Contents

Commerce Bancshares, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Three Months Ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~


			Commerce Bancshares, Inc. Shareholders
			Commerce Bancshares, Inc. Shareholders
			Commerce Bancshares, Inc. Shareholders
			Commerce Bancshares, Inc. Shareholders
(In thousands, except per share data)	(In thousands, except per share data)		Common Stock		Capital Surplus		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Non-Controlling Interest		Total
			(Unaudited)
Balance March 31, 2023			$	629,319	$	2,919,060	$	117,313	$	(59,670)	$	(940,498)	$	16,888	$	2,682,412
(In thousands, except per share data)
(In thousands, except per share data)																	Common Stock	Capital Surplus	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Income (Loss)	Non-Controlling Interest	Total
		(Unaudited)																						(Unaudited)
Balance December 31, 2023
Net income	Net income						127,789						2,674		130,463
Other comprehensive income (loss)	Other comprehensive income (loss)										(95,797)				(95,797)
Distributions to non-controlling interest	Distributions to non-controlling interest												(1,692)		(1,692)
Purchases of treasury stock	Purchases of treasury stock								(318)						(318)

Issuance under stock purchase and equity compensation plans	Issuance under stock purchase and equity compensation plans				(1,599)				1,599						—

Issuance under stock purchase and equity compensation plans

Issuance under stock purchase and equity compensation plans
Stock-based compensation	Stock-based compensation				3,904										3,904
Cash dividends paid on common stock ($0.270 per share)	Cash dividends paid on common stock ($0.270 per share)						(33,744)								(33,744)

Balance June 30, 2023			$	629,319	$	2,921,365	$	211,358	$	(58,389)	$	(1,036,295)	$	17,870	$	2,685,228
Balance March 31, 2022			$	610,804	$	2,678,025	$	178,504	$	(72,293)	$	(434,400)	$	12,762	$	2,973,402
Balance March 31, 2024
Balance March 31, 2024
Balance March 31, 2024
Balance December 31, 2022

Net Income
Net Income
Net Income	Net Income						115,794						4,359		120,153
Other comprehensive income (loss)	Other comprehensive income (loss)										(332,494)				(332,494)
Distributions to non-controlling interest	Distributions to non-controlling interest												(654)		(654)
Purchases of treasury stock	Purchases of treasury stock								(57,350)						(57,350)

Sale of non-controlling interest of subsidiary
Issuance under stock purchase and equity compensation plans	Issuance under stock purchase and equity compensation plans				(55)				55						—
Stock-based compensation	Stock-based compensation				4,191										4,191
Cash dividends paid on common stock ($.252 per share)							(31,935)								(31,935)
Cash dividends paid on common stock ($.257 per share)

Balance June 30, 2022			$	610,804	$	2,682,161	$	262,363	$	(129,588)	$	(766,894)	$	16,467	$	2,675,313
Balance March 31, 2023
Balance March 31, 2023
Balance March 31, 2023

See accompanying notes to consolidated financial statements.

Table of Contents

Commerce Bancshares, Inc. and Subsidiaries

~~CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY~~

~~Six Months Ended June 30, 2023 and 2022~~
Commerce Bancshares, Inc. Shareholders

(In thousands, except per share data)
Common Stock Capital Surplus Retained Earnings Treasury Stock Accumulated Other Comprehensive Income (Loss) Non-Controlling Interest Total
(Unaudited)
Balance December 31, 2022 $ 629,319 $ 2,932,959 $ 31,620 $ (41,743) $ (1,086,864) $ 16,286 $ 2,481,577
Net income 247,241 3,775 251,016
Other comprehensive income (loss) 50,569 50,569
Distributions to non-controlling interest (2,145) (2,145)
Purchases of treasury stock (36,563) (36,563)
Sale of non-controlling interest of subsidiary 46 (46) —
Issuance under stock purchase and equity compensation plans (19,917) 19,917 —
Stock-based compensation 8,277 8,277
Cash dividends paid on common stock ($.540 per share) (67,503) (67,503)
Balance June 30, 2023 $ 629,319 $ 2,921,365 $ 211,358 $ (58,389) $ (1,036,295) $ 17,870 $ 2,685,228
Balance December 31, 2021 $ 610,804 $ 2,689,894 $ 92,493 $ (32,973) $ 77,080 $ 11,026 $ 3,448,324
Net income 233,948 6,231 240,179
Other comprehensive income (loss) (843,974) (843,974)
Distributions to non-controlling interest (790) (790)
Purchases of treasury stock (113,205) (113,205)
Issuance under stock purchase and equity compensation plans (16,142) 16,590 448
Stock-based compensation 8,409 8,409
Cash dividends paid on common stock ($.505 per share) (64,078) (64,078)
Balance June 30, 2022 $ 610,804 $ 2,682,161 $ 262,363 $ (129,588) $ (766,894) $ 16,467 $ 2,675,313

~~See accompanying notes to consolidated financial statements.~~

~~Table of Contents~~

~~Commerce Bancshares, Inc. and Subsidiaries~~

CONSOLIDATED STATEMENTS OF CASH FLOWS


		For the Six Months Ended June 30
	For the Three Months Ended March 31								For the Three Months Ended March 31
(In thousands)	(In thousands)	2023		2022		(In thousands)	2024	2023
		(Unaudited)
	(Unaudited)								(Unaudited)
OPERATING ACTIVITIES:	OPERATING ACTIVITIES:
Net income	Net income	$	251,016	$	240,179
Net income
Net income
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses
Provision for credit losses
Provision for credit losses	Provision for credit losses	17,927		(2,696)
Provision for depreciation and amortization	Provision for depreciation and amortization	24,164		23,638
Amortization of investment security premiums, net	Amortization of investment security premiums, net	9,482		5,946
Investment securities (gains) losses, net (A)	Investment securities (gains) losses, net (A)	(3,086)		(8,192)
Net (gains) losses on sales of loans held for sale	Net (gains) losses on sales of loans held for sale	(422)		(1,944)
Originations of loans held for sale	Originations of loans held for sale	(25,729)		(93,439)
Proceeds from sales of loans held for sale	Proceeds from sales of loans held for sale	24,210		96,282
Net (increase) decrease in trading debt securities, excluding unsettled transactions	Net (increase) decrease in trading debt securities, excluding unsettled transactions	17,915		870
Purchase of interest rate floor		(25,900)		—
Purchase of interest rate floor derivative contracts
Stock-based compensation	Stock-based compensation	8,277		8,409
(Increase) decrease in interest receivable	(Increase) decrease in interest receivable	(667)		(11,739)
Increase (decrease) in interest payable	Increase (decrease) in interest payable	31,819		247
Increase (decrease) in income taxes payable	Increase (decrease) in income taxes payable	(74)		(1,855)

Other changes, net	Other changes, net	(108,044)		30,464

Other changes, net

Other changes, net
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	220,888		286,170
INVESTING ACTIVITIES:	INVESTING ACTIVITIES:
Cash paid in acquisition, net of cash received		(6,197)		—

Distributions received from equity-method investment

Distributions received from equity-method investment

Distributions received from equity-method investment	Distributions received from equity-method investment	1,434		400
Proceeds from sales of investment securities (A)	Proceeds from sales of investment securities (A)	1,130,536		3,712
Proceeds from maturities/pay downs of investment securities (A)	Proceeds from maturities/pay downs of investment securities (A)	922,759		1,462,151
Purchases of investment securities (A)	Purchases of investment securities (A)	(190,253)		(1,894,221)
Net (increase) decrease in loans	Net (increase) decrease in loans	(666,743)		(518,899)
Securities purchased under agreements to resell	Securities purchased under agreements to resell	—		(200,000)
Repayments of securities purchased under agreements to resell	Repayments of securities purchased under agreements to resell	—		375,000
Purchases of premises and equipment	Purchases of premises and equipment	(51,904)		(28,985)
Sales of premises and equipment	Sales of premises and equipment	1,215		1,401
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	1,140,847		(799,441)
FINANCING ACTIVITIES:	FINANCING ACTIVITIES:
Net increase (decrease) in non-interest bearing, savings, interest checking and money market deposits	Net increase (decrease) in non-interest bearing, savings, interest checking and money market deposits	(2,506,872)		(1,302,692)
Net increase (decrease) in non-interest bearing, savings, interest checking and money market deposits
Net increase (decrease) in non-interest bearing, savings, interest checking and money market deposits
Net increase (decrease) in certificates of deposit	Net increase (decrease) in certificates of deposit	2,257,518		(437,030)

Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase	Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase	36,287		(788,671)

Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase

FHLB short-term borrowings		2,250,000		—
Repayments of FHLB borrowings		(1,250,000)		—
Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase

Net increase (decrease) in other borrowings

Net increase (decrease) in other borrowings

Net increase (decrease) in other borrowings	Net increase (decrease) in other borrowings	(4,059)		(6,535)

Purchases of treasury stock	Purchases of treasury stock	(36,563)		(113,205)
Purchases of treasury stock
Purchases of treasury stock

Issuance of stock under equity compensation plans		—		448

Cash dividends paid on common stock	Cash dividends paid on common stock	(67,503)		(64,078)

Cash dividends paid on common stock

Cash dividends paid on common stock

Net cash provided by (used in) financing activities

Net cash provided by (used in) financing activities

Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	678,808		(2,711,763)
Increase (decrease) in cash, cash equivalents and restricted cash	Increase (decrease) in cash, cash equivalents and restricted cash	2,040,543		(3,225,034)
Cash, cash equivalents and restricted cash at beginning of year	Cash, cash equivalents and restricted cash at beginning of year	897,801		4,296,954
Cash, cash equivalents and restricted cash at June 30		$	2,938,344	$	1,071,920
Cash, cash equivalents and restricted cash at March 31

Income tax payments, net
Income tax payments, net
Income tax payments, net	Income tax payments, net	$	64,925	$	62,588
Interest paid on deposits and borrowings	Interest paid on deposits and borrowings	$	124,540	$	8,518
Loans transferred to foreclosed real estate	Loans transferred to foreclosed real estate	$	72	$	25

(A) Available for sale debt securities, equity securities, and other securities.

See accompanying notes to consolidated financial statements.

Restricted cash is comprised of cash collateral posted by the Company to secure interest rate swap agreements. This balance is included in other assets in the consolidated balance sheets and totaled ~~$200~~$71 thousand at ~~June 30, 2023 and $5.4 million~~March 31, 2024. The Company had no restricted cash at ~~June 30, 2022.~~March 31, 2023.

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Commerce Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June 30, 2023~~March 31, 2024 (Unaudited)

1. Principles of Consolidation and Presentation

The accompanying consolidated financial statements include the accounts of Commerce Bancshares, Inc. and all majority-owned subsidiaries (the Company). Most of the Company's operations are conducted by its subsidiary bank, Commerce Bank (the Bank). The consolidated financial statements in this report have not been audited by an independent registered public accounting firm, but in the opinion of management, all adjustments necessary to present fairly the financial position and the results of operations for the interim periods have been made. All such adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated. Certain reclassifications were made to ~~2022~~2023 data to conform to current year presentation. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheets and revenues and expenses for the periods. Actual results could differ significantly from those estimates. Management has evaluated subsequent events for potential recognition or disclosure. The results of operations for the ~~six~~three month period ended ~~June 30, 2023~~March 31, 2024 are not necessarily indicative of results to be attained for the full year or any other interim period.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions to Form 10-Q adopted by the Securities and Exchange Commission. Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Company's most recent Annual Report on Form 10-K, containing the latest audited consolidated financial statements and notes thereto.

The Company adopted ASU 2022-02 Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures on January 1, 2023, using the prospective transition method. This ASU eliminates the troubled debt restructuring recognition and measurement guidance and requires an entity to present gross write-offs by year of origination. The amendments also enhance disclosure requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. With the exception of enhanced disclosures, there was no material impact to the consolidated financial statements from adoption of this ASU. As of the Company's adoption date, all restructurings are evaluated to determine whether they are modifications to a borrower experiencing financial difficulty. Loans that were accounted for under the troubled debt restructuring method as of December 31, 2022 will continue to be accounted for under that method until they are paid off or modified.

~~The following significant accounting policies have been updated since the Company's 2022 Annual Report on Form 10-K to reflect the adoption of ASU 2022-02.~~

~~Troubled Debt Restructurings~~

Prior to the Company's adoption of ASU 2022-02, a loan was accounted for as a troubled debt restructuring if the Company, for economic or legal reasons related to the borrower's financial difficulties, granted a concession to the borrower that it would not otherwise consider. A troubled debt restructuring typically involves (1) modification of terms such as a reduction of the stated interest rate, loan principal, or accrued interest, (2) a loan renewal at a stated interest rate lower than the current market rate for a new loan with similar risk, or (3) debt that was not reaffirmed in bankruptcy. Business, business real estate, construction and land real estate and personal real estate troubled debt restructurings with impairment charges are placed on non-accrual status. The Company measures the impairment loss of a troubled debt restructuring at the time of modification based on the present value of expected future cash flows. Subsequent to modification, troubled debt restructurings are subject to the Company’s allowance for credit loss model, which is discussed below and in Note 2, Loans and Allowance for Credit Losses. Troubled debt restructurings that are performing under their contractual terms continue to accrue interest, which is recognized in current earnings. Loans that were accounted as troubled debt restructurings at of December 31, 2022 will continue to be accounted for under that method until they are either paid off or modified.

~~Modifications for Borrowers Experiencing Financial Difficulty~~

The Company may renegotiate the terms of existing loans for a variety of reasons. When refinancing or restructuring a loan, the Company evaluates whether the borrower is experiencing financial difficulty. In making this determination, the Company considers whether the borrower is currently in default on any of its debt. In addition, the Company evaluates whether it is probable that the borrower would be in payment default on any of its debt in the foreseeable future without the modification and if the borrower (without the current modification) could obtain equivalent financing from another creditor at a market rate for similar debt. Modifications of loans to borrowers in these situations may indicate that the borrower is facing financial difficulty.

~~Table of Contents~~

Modifications of loans to borrowers experiencing financial difficulty that are in the form of principal forgiveness, interest rate reductions, other-than-insignificant payment delays, or a term extension (or a combination thereof) require disclosure. The Company's disclosures are included in Note 2, Loans and Allowance for Credit Losses.

2. Loans and Allowance for Credit Losses

Major classifications within the Company’s held for investment loan portfolio at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 are as follows:


(In thousands)	(In thousands)	June 30, 2023		December 31, 2022		(In thousands)	March 31, 2024	December 31, 2023
Commercial:	Commercial:
Business	Business	$	5,906,493	$	5,661,725
Business
Business
Real estate – construction and land	Real estate – construction and land	1,451,783		1,361,095
Real estate – business	Real estate – business	3,621,222		3,406,981
Personal Banking:	Personal Banking:
Real estate – personal
Real estate – personal
Real estate – personal	Real estate – personal	2,980,599		2,918,078
Consumer	Consumer	2,110,605		2,059,088
Revolving home equity	Revolving home equity	303,845		297,207
Consumer credit card	Consumer credit card	574,755		584,000
Overdrafts	Overdrafts	7,237		14,957
Total loans	Total loans	$	16,956,539	$	16,303,131

Accrued interest receivable totaled ~~$63.9~~$72.8 million and ~~$55.5~~$71.9 million at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively, and was included within other assets on the consolidated balance sheets. For the three months ended ~~June 30, 2023,~~March 31, 2024, the Company wrote-off accrued interest by reversing interest income of ~~$43~~$94 thousand and $1.6 million in the Commercial and Personal Banking portfolios, respectively. Similarly, for the three months ended March 31, 2023, the Company reversed interest income of $34 thousand and $1.1 million in the Commercial and Personal Banking portfolios, respectively. Similarly, for the six months ended June 30, 2023, the Company wrote-off accrued interest of $77 thousand and $2.2 million in the Commercial and Personal Banking portfolios, respectively. For the three months ended June 30, 2022, the Company reversed interest income of $26 thousand and $762 thousand in the Commercial and Personal Banking portfolios, respectively, and in the six months ended June 30, 2022, reversed $55 thousand and $1.7 million in the Commercial and Personal Banking portfolios.

At ~~June 30, 2023,~~March 31, 2024, loans of ~~$3.3~~$3.6 billion were pledged at the Federal Home Loan Bank as collateral for borrowings and letters of credit obtained to secure public deposits. Additional loans of ~~$3.1~~$2.9 billion were pledged at the Federal Reserve Bank as collateral for discount window borrowings.

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Allowance for credit losses

The allowance for credit losses is measured using an average historical loss model which incorporates relevant information about past events (including historical credit loss experience on loans with similar risk characteristics), current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the loans. The allowance for credit losses is measured on a collective (pool) basis. Loans are aggregated into pools based on similar risk characteristics including borrower type, collateral type and expected credit loss patterns. Loans that do not share similar risk characteristics, primarily large loans on non-accrual status, are evaluated on an individual basis.

For loans evaluated for credit losses on a collective basis, average historical loss rates are calculated for each pool using the Company’s historical net charge-offs (combined charge-offs and recoveries by observable historical reporting period) and outstanding loan balances during a lookback period. Lookback periods can be different based on the individual pool and represent management’s credit expectations for the pool of loans over the remaining contractual life. In certain loan pools, if the Company’s own historical loss rate is not reflective of the loss expectations, the historical loss rate is augmented by industry and peer data. The calculated average net charge-off rate is then adjusted for current conditions and reasonable and supportable forecasts. These adjustments increase or decrease the average historical loss rate to reflect expectations of future losses given a single path economic forecast of key macroeconomic variables including GDP, disposable income, various interest rates, unemployment rate, consumer price index (CPI) inflation rate, housing price index (HPI), commercial real estate price index (CREPI) and market volatility. The adjustments are based on results from various regression models projecting the impact of the macroeconomic variables to loss rates. The forecast is used for a reasonable and supportable period before reverting back to historical averages using a straight-line method. The ~~forecast adjusted~~forecast-adjusted loss rate is applied to the amortized cost of loans over the remaining contractual lives, adjusted for expected prepayments. The contractual term excludes expected extensions (except for contractual extensions at the option of the customer), renewals and ~~modifications unless there is a reasonable expectation~~

~~Table of Contents~~

~~that a troubled debt restructuring will be executed.~~modifications. Credit cards and certain similar consumer lines of credit do not have stated maturities and therefore, for these loan classes, remaining contractual lives are determined by estimating future cash flows expected to be received from customers until payments have been fully allocated to outstanding balances. Additionally, the allowance for credit losses considers other qualitative factors not included in historical loss rates or macroeconomic forecast such as changes in portfolio composition, underwriting practices, or significant unique events or conditions.

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Key assumptions in the Company’s allowance for credit loss model include the economic forecast, the reasonable and supportable period, forecasted macro-economic variables, prepayment assumptions and qualitative factors applied for portfolio composition changes, underwriting practices, or significant unique events or conditions. The assumptions utilized in estimating the Company’s allowance for credit losses at ~~June 30, 2023~~March 31, 2024 and ~~March~~December 31, 2023 are discussed below.


Key Assumption	~~June 30, 2023~~March 31, 2024	~~March~~December 31, 2023

Overall economic forecast	•~~Mild recession~~Economic strength is visible in the ~~second half of 2023~~strong labor market •~~Assume~~Fiscal policy is forecasted to be a modest drag on GDP •There are expectations that the Federal Reserve will ~~pause increasing interest~~start cutting rates ~~through year end~~in 2nd quarter 2024 •~~Mild recession is expected to weaken employment~~	•~~Mild~~The US economy is projected to slow at the start of 2024, but not enter a recession ~~to start 3rd quarter of 2023~~ •~~Assume the Federal Reserve will continue raising interest rates~~Impacts of tighter monetary and fiscal policy creates uncertainty •~~Mild recession~~Consumer spending is expected to ~~weaken employment~~decrease
Reasonable and supportable period and related reversion period	•Reasonable and supportable period of one year •Reversion to historical average loss rates within two quarters using a straight-line method	•Reasonable and supportable period of one year •Reversion to historical average loss rates within two quarters using a straight-line method
Forecasted macro-economic variables	•Unemployment rate ranges from 3.9% to ~~5.3%~~4.1% during the reasonable and supportable forecast period •Real GDP growth ranges from ~~(.27)%~~1.5% to ~~1.2%~~3.0% •BBB corporate yield from ~~4.9%~~4.7% to ~~5.5%~~5.1% •Housing Price Index from ~~282.1~~312.1 to ~~284.5~~316.6	•Unemployment rate ranges from ~~3.7%~~4.1% to ~~5.3%~~4.5% during the reasonable and supportable forecast period •Real GDP growth ranges from ~~(.48)%~~.46% to ~~2.0%~~2.1% •BBB corporate yield from 5.3% to ~~5.8%~~5.9% •Housing Price Index from ~~280.2~~305.4 to ~~282.0~~307.4
Prepayment assumptions	Commercial loans •pools ranging from 0% to 5% ~~for most loan pools~~ Personal banking loans •Ranging from ~~7.93%~~6.2% to ~~22.9%~~21.6% for most loan pools •Consumer credit cards ~~67.6%~~66.6%	Commercial loans •5% for most loan pools Personal banking loans •Ranging from ~~6.45%~~6.5% to ~~22.4%~~23.5% for most loan pools •Consumer credit cards ~~67.5%~~66.9%
Qualitative factors	Added qualitative factors related to: •Changes in the composition of the loan portfolios •Certain stressed industries within the portfolio •Certain portfolios sensitive to unusually high rate of inflation and supply chain issues •Loans downgraded to special mention, substandard, or non-accrual status •Certain portfolios where the model assumptions do not capture all identified loss risk	Added qualitative factors related to: •Changes in the composition of the loan portfolios •Certain ~~portfolios sensitive to pandemic economic uncertainties~~stressed industries within the portfolio •Certain portfolios sensitive to unusually high rate of inflation and supply chain issues •Loans downgraded to special mention, substandard, or non-accrual status

The liability for unfunded lending commitments utilizes the same model as the allowance for credit losses on loans, however, the liability for unfunded lending commitments incorporates an assumption for the portion of unfunded commitments that are expected to be funded.

Sensitivity in the Allowance for Credit Loss model

The allowance for credit losses is an estimate that requires significant judgment including projections of the macro-economic environment. The forecasted macro-economic environment continuously changes which can cause fluctuations in ~~estimated~~the estimate of expected credit losses.

The current forecast projects ~~a mild recession~~low unemployment and positive GDP. It is expected the Federal Reserve will start cutting rates in the ~~second half~~2nd quarter of ~~2023 as~~2024.

Updated information on inflation and labor market trends could impact the ~~economy continues to face high inflation, higher interest rates~~Federal Reserve's decision on the timing and ~~a weaker job market.~~degree of rate reductions. The ~~impacts of the~~ market's response to ~~unusual~~these events ~~or trends including high inflation, supply chain stresses, trends in health conditions~~along with other economic, political, and ~~changes in the geopolitical environment~~social developments regionally, nationally, and even globally could significantly modify economic projections used in the estimation of the allowance for credit losses.

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Potential changes in any one economic variable may or may not affect the overall allowance because a variety of economic variables and inputs are considered in estimating the allowance, and changes in those variables and inputs may not occur at the same rate, may not be consistent across product types, and may have offsetting impacts to other changing variables and inputs.

A summary of the activity in the allowance for credit losses on loans and the liability for unfunded lending commitments ~~during~~for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively, follows:


		For the Three Months Ended June 30, 2023						For the Six Months Ended June 30, 2023
		For the Three Months Ended March 31, 2024
		For the Three Months Ended March 31, 2024
		For the Three Months Ended March 31, 2024
(In thousands)	(In thousands)	Commercial		Personal Banking		Total		Commercial		Personal Banking		Total
(In thousands)
(In thousands)
ALLOWANCE FOR CREDIT LOSSES ON LOANS
ALLOWANCE FOR CREDIT LOSSES ON LOANS
ALLOWANCE FOR CREDIT LOSSES ON LOANS	ALLOWANCE FOR CREDIT LOSSES ON LOANS

Balance at beginning of period	Balance at beginning of period	$	108,615	$	50,702	$	159,317	$	103,293	$	46,843	$	150,136

Balance at beginning of period

Balance at beginning of period
Provision for credit losses on loans
Provision for credit losses on loans
Provision for credit losses on loans	Provision for credit losses on loans	(546)		6,410		5,864		5,002		16,810		21,812
Deductions:	Deductions:
Deductions:
Deductions:
Loans charged off
Loans charged off
Loans charged off	Loans charged off	307		8,531		8,838		599		17,287		17,886
Less recoveries on loans	Less recoveries on loans	262		2,080		2,342		328		4,295		4,623
Less recoveries on loans
Less recoveries on loans
Net loan charge-offs (recoveries)	Net loan charge-offs (recoveries)	45		6,451		6,496		271		12,992		13,263
Balance June 30, 2023		$	108,024	$	50,661	$	158,685	$	108,024	$	50,661	$	158,685
Net loan charge-offs (recoveries)
Net loan charge-offs (recoveries)
Balance March 31, 2024
Balance March 31, 2024
Balance March 31, 2024
LIABILITY FOR UNFUNDED LENDING COMMITMENTS
LIABILITY FOR UNFUNDED LENDING COMMITMENTS
LIABILITY FOR UNFUNDED LENDING COMMITMENTS	LIABILITY FOR UNFUNDED LENDING COMMITMENTS

Balance at beginning of period	Balance at beginning of period	$	27,105	$	1,523	$	28,628	$	31,743	$	1,377	$	33,120

Balance at beginning of period

Balance at beginning of period
Provision for credit losses on unfunded lending commitments	Provision for credit losses on unfunded lending commitments	737		(130)		607		(3,901)		16		(3,885)
Balance June 30, 2023		$	27,842	$	1,393	$	29,235	$	27,842	$	1,393	$	29,235
Provision for credit losses on unfunded lending commitments
Provision for credit losses on unfunded lending commitments
Balance March 31, 2024
Balance March 31, 2024
Balance March 31, 2024
ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LIABILITY FOR UNFUNDED LENDING COMMITMENTS	ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LIABILITY FOR UNFUNDED LENDING COMMITMENTS	$	135,866	$	52,054	$	187,920	$	135,866	$	52,054	$	187,920
ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LIABILITY FOR UNFUNDED LENDING COMMITMENTS
ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LIABILITY FOR UNFUNDED LENDING COMMITMENTS


		For the Three Months Ended June 30, 2022						For the Six Months Ended June 30, 2022
		For the Three Months Ended March 31, 2023
		For the Three Months Ended March 31, 2023
		For the Three Months Ended March 31, 2023
(In thousands)	(In thousands)	Commercial		Personal Banking		Total		Commercial		Personal Banking		Total
(In thousands)
(In thousands)
ALLOWANCE FOR CREDIT LOSSES ON LOANS
ALLOWANCE FOR CREDIT LOSSES ON LOANS
ALLOWANCE FOR CREDIT LOSSES ON LOANS	ALLOWANCE FOR CREDIT LOSSES ON LOANS

Balance at beginning of period	Balance at beginning of period	$	94,827	$	39,883	$	134,710	$	97,776	$	52,268	$	150,044

Balance at beginning of period

Balance at beginning of period
Provision for credit losses on loans
Provision for credit losses on loans
Provision for credit losses on loans	Provision for credit losses on loans	4,716		2,571		7,287		1,837		(5,236)		(3,399)
Deductions:	Deductions:
Deductions:
Deductions:
Loans charged off
Loans charged off
Loans charged off	Loans charged off	207		6,533		6,740		384		13,818		14,202
Less recoveries on loans	Less recoveries on loans	189		2,593		2,782		296		5,300		5,596
Less recoveries on loans
Less recoveries on loans
Net loan charge-offs (recoveries)	Net loan charge-offs (recoveries)	18		3,940		3,958		88		8,518		8,606
Balance June 30, 2022		$	99,525	$	38,514	$	138,039	$	99,525	$	38,514	$	138,039
Net loan charge-offs (recoveries)
Net loan charge-offs (recoveries)
Balance March 31, 2023
Balance March 31, 2023
Balance March 31, 2023
LIABILITY FOR UNFUNDED LENDING COMMITMENTS
LIABILITY FOR UNFUNDED LENDING COMMITMENTS
LIABILITY FOR UNFUNDED LENDING COMMITMENTS	LIABILITY FOR UNFUNDED LENDING COMMITMENTS

Balance at beginning of period	Balance at beginning of period	$	23,780	$	1,252	$	25,032	$	23,271	$	933	$	24,204

Balance at beginning of period

Balance at beginning of period
Provision for credit losses on unfunded lending commitments	Provision for credit losses on unfunded lending commitments	(163)		38		(125)		346		357		703
Balance June 30, 2022		$	23,617	$	1,290	$	24,907	$	23,617	$	1,290	$	24,907
Provision for credit losses on unfunded lending commitments
Provision for credit losses on unfunded lending commitments
Balance March 31, 2023
Balance March 31, 2023
Balance March 31, 2023
ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LIABILITY FOR UNFUNDED LENDING COMMITMENTS	ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LIABILITY FOR UNFUNDED LENDING COMMITMENTS	$	123,142	$	39,804	$	162,946	$	123,142	$	39,804	$	162,946
ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LIABILITY FOR UNFUNDED LENDING COMMITMENTS
ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LIABILITY FOR UNFUNDED LENDING COMMITMENTS

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Delinquent and non-accrual loans

The Company considers loans past due on the day following the contractual repayment date, if the contractual repayment was not received by the Company as of the end of the business day. The following table provides aging information on the Company’s past due and accruing loans, in addition to the balances of loans on non-accrual status, at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022.~~2023.


(In thousands)	(In thousands)	Current or Less Than 30 Days Past Due		30 – 89 Days Past Due		90 Days Past Due and Still Accruing		Non-accrual		Total		(In thousands)	Current or Less Than 30 Days Past Due	30 – 89 Days Past Due	90 Days Past Due and Still Accruing	Non-accrual	Total
June 30, 2023
March 31, 2024
Commercial:	Commercial:
Commercial:
Commercial:
Business
Business
Business	Business	$	5,896,412	$	4,847	$	502	$	4,732	$	5,906,493
Real estate – construction and land	Real estate – construction and land	1,451,314		469		—		—		1,451,783
Real estate – business	Real estate – business	3,619,936		1,133		—		153		3,621,222
Personal Banking:	Personal Banking:
Real estate – personal
Real estate – personal
Real estate – personal	Real estate – personal	2,962,174		10,921		6,228		1,276		2,980,599
Consumer	Consumer	2,087,542		21,199		1,864		—		2,110,605
Revolving home equity	Revolving home equity	300,329		2,676		840		—		303,845
Consumer credit card	Consumer credit card	562,657		6,181		5,917		—		574,755
Overdrafts	Overdrafts	6,932		305		—		—		7,237
Total	Total	$	16,887,296	$	47,731	$	15,351	$	6,161	$	16,956,539
December 31, 2022
December 31, 2023
Commercial:	Commercial:
Commercial:
Commercial:
Business
Business
Business	Business	$	5,652,710	$	1,759	$	505	$	6,751	$	5,661,725
Real estate – construction and land	Real estate – construction and land	1,361,095		—		—		—		1,361,095
Real estate – business	Real estate – business	3,406,207		585		—		189		3,406,981
Personal Banking:	Personal Banking:
Real estate – personal
Real estate – personal
Real estate – personal	Real estate – personal	2,895,742		14,289		6,681		1,366		2,918,078
Consumer	Consumer	2,031,827		25,089		2,172		—		2,059,088
Revolving home equity	Revolving home equity	295,303		1,201		703		—		297,207
Consumer credit card	Consumer credit card	572,213		6,238		5,549		—		584,000
Overdrafts	Overdrafts	14,090		647		220		—		14,957
Total	Total	$	16,229,187	$	49,808	$	15,830	$	8,306	$	16,303,131

At ~~June 30, 2023,~~March 31, 2024, the Company had ~~$2.9~~$3.7 million in non-accrual ~~business~~ loans that had no allowance for credit loss, compared to ~~$3.8~~$4.3 million in non-accrual ~~business~~ loans that had no allowance for credit loss at December 31, ~~2022.~~2023. The Company did not record any interest income on non-accrual loans during the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively.

Credit quality indicators

The following table provides information about the credit quality of the Commercial loan portfolio. The Company utilizes an internal risk rating system comprised of a series of grades to categorize loans according to perceived risk associated with the expectation of debt repayment based on borrower specific information including, but not limited to, current financial information, historical payment experience, industry information, collateral levels and collateral types. The “pass” category consists of a range of loan grades that reflect increasing, though still acceptable, risk. A loan is assigned the risk rating at origination and then monitored throughout the contractual term for possible risk rating changes. Movement of risk through the various grade levels in the “pass” category is monitored for early identification of credit deterioration. The “special mention” rating is applied to loans where the borrower exhibits negative financial trends due to borrower specific or systemic conditions that, if left uncorrected, threaten its capacity to meet its debt obligations. The borrower is believed to have sufficient financial flexibility to react to and resolve its negative financial situation. It is a transitional grade that is closely monitored for improvement or deterioration. The “substandard” rating is applied to loans where the borrower exhibits well-defined weaknesses that jeopardize its continued performance and are of a severity that the distinct possibility of default exists. Loans are placed on “non-accrual” when management does not expect to collect payments consistent with acceptable and agreed upon terms of repayment.

All loans are analyzed for risk rating updates annually. For larger loans, rating assessments may be more frequent if relevant information is obtained earlier through debt covenant monitoring or overall relationship management. Smaller loans

~~Table of Contents~~

are monitored as identified by the loan officer based on the risk profile of the individual borrower or if the loan becomes past

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due related to credit issues. Loans rated Special Mention, Substandard or Non-accrual are subject to quarterly review and monitoring processes. In addition to the regular monitoring performed by the lending personnel and credit committees, loans are subject to review by a credit review department which verifies the appropriateness of the risk ratings for the loans chosen as part of its risk-based review plan.

The risk category of loans in the Commercial portfolio as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 are as follows:


		Term Loans Amortized Cost Basis by Origination Year
	Term Loans Amortized Cost Basis by Origination Year
(In thousands)	(In thousands)	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Total
June 30, 2023
(In thousands)
(In thousands)																		2024	2023	2022	2021	2020	Prior	Revolving Loans Amortized Cost Basis	Total
March 31, 2024
Business
Business
Business	Business
Risk Rating:	Risk Rating:
Risk Rating:
Risk Rating:
Pass
Pass
Pass	Pass	$	1,136,860	$	1,058,237	$	631,119	$	325,640	$	303,589	$	315,781	$	2,001,024	$	5,772,250
Special mention	Special mention	22,690		4,981		21,536		7,692		456		4,067		5,994		67,416
Substandard	Substandard	71		11,828		9,759		15,748		484		10,320		13,885		62,095
Non-accrual	Non-accrual	—		58		1,705		33		—		2,936		—		4,732
Total Business:	Total Business:	$	1,159,621	$	1,075,104	$	664,119	$	349,113	$	304,529	$	333,104	$	2,020,903	$	5,906,493
Gross write-offs for the six months ended June 30, 2023		$	—	$	—	$	—	$	41	$	—	$	—	$	558	$	599
Gross write-offs for the three months ended March 31, 2024
Real estate-construction	Real estate-construction
Risk Rating:	Risk Rating:
Risk Rating:
Risk Rating:
Pass
Pass
Pass	Pass	$	221,343	$	590,385	$	497,885	$	66,877	$	27,103	$	3,102	$	33,532	$	1,440,227
Special mention	Special mention	7,221		269		—		—		—		—		—		7,490
Substandard	Substandard	—		4,066		—		—		—		—		—		4,066

Total Real estate-construction:	Total Real estate-construction:	$	228,564	$	594,720	$	497,885	$	66,877	$	27,103	$	3,102	$	33,532	$	1,451,783
Gross write-offs for the six months ended June 30, 2023		$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total Real estate-construction:
Total Real estate-construction:
Gross write-offs for the three months ended March 31, 2024
Real estate-business	Real estate-business
Risk Rating:	Risk Rating:
Risk Rating:
Risk Rating:
Pass
Pass
Pass	Pass	$	483,249	$	1,142,014	$	527,586	$	481,254	$	355,089	$	365,850	$	83,463	$	3,438,505
Special mention	Special mention	—		7,157		915		1,128		9,492		1,323		400		20,415
Substandard	Substandard	—		14,487		30,845		16,857		11,885		88,054		21		162,149
Non-accrual	Non-accrual	—		14		45		—		—		94		—		153
Total Real estate-business:	Total Real estate-business:	$	483,249	$	1,163,672	$	559,391	$	499,239	$	376,466	$	455,321	$	83,884	$	3,621,222
Gross write-offs for the six months ended June 30, 2023		$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Gross write-offs for the three months ended March 31, 2024
Commercial loans	Commercial loans
Risk Rating:	Risk Rating:
Risk Rating:
Risk Rating:
Pass
Pass
Pass	Pass	$	1,841,452	$	2,790,636	$	1,656,590	$	873,771	$	685,781	$	684,733	$	2,118,019	$	10,650,982
Special mention	Special mention	29,911		12,407		22,451		8,820		9,948		5,390		6,394		95,321
Substandard	Substandard	71		30,381		40,604		32,605		12,369		98,374		13,906		228,310
Non-accrual	Non-accrual	—		72		1,750		33		—		3,030		—		4,885
Total Commercial loans:	Total Commercial loans:	$	1,871,434	$	2,833,496	$	1,721,395	$	915,229	$	708,098	$	791,527	$	2,138,319	$	10,979,498
Gross write-offs for the six months ended June 30, 2023		$	—	$	—	$	—	$	41	$	—	$	—	$	558	$	599
Gross write-offs for the three months ended March 31, 2024

1413

Table of Contents


		Term Loans Amortized Cost Basis by Origination Year
	Term Loans Amortized Cost Basis by Origination Year
(In thousands)	(In thousands)	2022		2021		2020		2019		2018		Prior		Revolving Loans Amortized Cost Basis		Total
December 31, 2022
(In thousands)
(In thousands)																		2023	2022	2021	2020	2019	Prior	Revolving Loans Amortized Cost Basis	Total
December 31, 2023
Business
Business
Business	Business
Risk Rating:	Risk Rating:
Risk Rating:
Risk Rating:
Pass
Pass
Pass	Pass	$	1,456,476	$	782,409	$	464,201	$	360,844	$	180,375	$	219,053	$	2,146,380	$	5,609,738
Special mention	Special mention	3,113		2,548		7,757		1,063		67		—		1,319		15,867
Substandard	Substandard	5,752		10,004		685		37		810		10,342		1,739		29,369
Non-accrual	Non-accrual	195		1,987		—		1		792		3,776		—		6,751
Total Business:	Total Business:	$	1,465,536	$	796,948	$	472,643	$	361,945	$	182,044	$	233,171	$	2,149,438	$	5,661,725
Gross write-offs for the year ended December 31, 2023
Real estate-construction	Real estate-construction
Risk Rating:	Risk Rating:
Risk Rating:
Risk Rating:
Pass
Pass
Pass	Pass	$	538,022	$	596,465	$	129,632	$	27,331	$	1,305	$	2,029	$	18,559	$	1,313,343
Special mention	Special mention	352		—		—		—		—		—		—		352
Substandard		—		19,494		—		—		14,766		13,140		—		47,400

Total Real estate-construction:	Total Real estate-construction:	$	538,374	$	615,959	$	129,632	$	27,331	$	16,071	$	15,169	$	18,559	$	1,361,095

Total Real estate-construction:

Total Real estate-construction:
Gross write-offs for the year ended December 31, 2023
Real estate- business	Real estate- business
Risk Rating:	Risk Rating:
Risk Rating:
Risk Rating:
Pass
Pass
Pass	Pass	$	1,085,379	$	616,516	$	555,648	$	424,641	$	163,628	$	271,579	$	90,799	$	3,208,190
Special mention	Special mention	4,608		—		618		9,737		976		279		—		16,218
Substandard	Substandard	2,795		30,944		61,141		10,490		30,782		46,232		—		182,384
Non-accrual	Non-accrual	14		45		—		—		124		6		—		189
Total Real-estate business:	Total Real-estate business:	$	1,092,796	$	647,505	$	617,407	$	444,868	$	195,510	$	318,096	$	90,799	$	3,406,981
Gross write-offs for the year ended December 31, 2023
Commercial loans	Commercial loans
Risk Rating:	Risk Rating:
Risk Rating:
Risk Rating:
Pass
Pass
Pass	Pass	$	3,079,877	$	1,995,390	$	1,149,481	$	812,816	$	345,308	$	492,661	$	2,255,738	$	10,131,271
Special mention	Special mention	8,073		2,548		8,375		10,800		1,043		279		1,319		32,437
Substandard	Substandard	8,547		60,442		61,826		10,527		46,358		69,714		1,739		259,153
Non-accrual	Non-accrual	209		2,032		—		1		916		3,782		—		6,940
Total Commercial loans:	Total Commercial loans:	$	3,096,706	$	2,060,412	$	1,219,682	$	834,144	$	393,625	$	566,436	$	2,258,796	$	10,429,801
Gross write-offs for the year ended December 31, 2023

1514

Table of Contents

The credit quality of Personal Banking loans is monitored primarily on the basis of aging/delinquency, and this information is provided as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 below.


		Term Loans Amortized Cost Basis by Origination Year
	Term Loans Amortized Cost Basis by Origination Year
(In thousands)	(In thousands)	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Total
June 30, 2023
(In thousands)
(In thousands)																		2024	2023	2022	2021	2020	Prior	Revolving Loans Amortized Cost Basis	Total
March 31, 2024
Real estate-personal	Real estate-personal
Real estate-personal
Real estate-personal
Current to 90 days past due
Current to 90 days past due
Current to 90 days past due	Current to 90 days past due	$	256,814	$	479,786	$	558,080	$	746,091	$	277,351	$	644,588	$	10,385	$	2,973,095
Over 90 days past due	Over 90 days past due	—		722		1,275		1,346		—		2,885		—		6,228
Non-accrual	Non-accrual	—		49		—		—		167		1,060		—		1,276
Total Real estate-personal:	Total Real estate-personal:	$	256,814	$	480,557	$	559,355	$	747,437	$	277,518	$	648,533	$	10,385	$	2,980,599
Gross write-offs for the six months ended June 30, 2023		$	—	$	18	$	—	$	—	$	—	$	18	$	—	$	36
Gross write-offs for the three months ended March 31, 2024
Consumer	Consumer
Current to 90 days past due
Current to 90 days past due
Current to 90 days past due	Current to 90 days past due	$	317,512	$	392,842	$	307,047	$	162,859	$	77,928	$	69,972	$	780,581	$	2,108,741
Over 90 days past due	Over 90 days past due	116		323		140		112		50		446		677		1,864

Total Consumer:	Total Consumer:	$	317,628	$	393,165	$	307,187	$	162,971	$	77,978	$	70,418	$	781,258	$	2,110,605
Gross write-offs for the six months ended June 30, 2023		$	61	$	1,265	$	996	$	492	$	173	$	238	$	505	$	3,730
Total Consumer:
Total Consumer:
Gross write-offs for the three months ended March 31, 2024
Revolving home equity	Revolving home equity
Current to 90 days past due	Current to 90 days past due	$	—	$	—	$	—	$	—	$	—	$	—	$	303,005	$	303,005
Current to 90 days past due
Current to 90 days past due
Over 90 days past due	Over 90 days past due	—		—		—		—		—		—		840		840

Non-accrual
Total Revolving home equity:	Total Revolving home equity:	$	—	$	—	$	—	$	—	$	—	$	—	$	303,845	$	303,845
Gross write-offs for the six months ended June 30, 2023		$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Gross write-offs for the three months ended March 31, 2024
Consumer credit card	Consumer credit card
Current to 90 days past due
Current to 90 days past due
Current to 90 days past due	Current to 90 days past due	$	—	$	—	$	—	$	—	$	—	$	—	$	568,838	$	568,838
Over 90 days past due	Over 90 days past due	—		—		—		—		—		—		5,917		5,917

Total Consumer credit card:	Total Consumer credit card:	$	—	$	—	$	—	$	—	$	—	$	—	$	574,755	$	574,755
Gross write-offs for the six months ended June 30, 2023		$	—	$	—	$	—	$	—	$	—	$	—	$	11,637	$	11,637
Total Consumer credit card:
Total Consumer credit card:
Gross write-offs for the three months ended March 31, 2024
Overdrafts	Overdrafts
Current to 90 days past due
Current to 90 days past due
Current to 90 days past due	Current to 90 days past due	$	7,237	$	—	$	—	$	—	$	—	$	—	$	—	$	7,237

Total Overdrafts:	Total Overdrafts:	$	7,237	$	—	$	—	$	—	$	—	$	—	$	—	$	7,237
Gross write-offs for the six months ended June 30, 2023		$	1,884	$	—	$	—	$	—	$	—	$	—	$	—	$	1,884

Total Overdrafts:

Total Overdrafts:
Gross write-offs for the three months ended March 31, 2024
Personal banking loans	Personal banking loans
Current to 90 days past due
Current to 90 days past due
Current to 90 days past due	Current to 90 days past due	$	581,563	$	872,628	$	865,127	$	908,950	$	355,279	$	714,560	$	1,662,809	$	5,960,916
Over 90 days past due	Over 90 days past due	116		1,045		1,415		1,458		50		3,331		7,434		14,849
Non-accrual	Non-accrual	—		49		—		—		167		1,060		—		1,276
Total Personal banking loans:	Total Personal banking loans:	$	581,679	$	873,722	$	866,542	$	910,408	$	355,496	$	718,951	$	1,670,243	$	5,977,041
Gross write-offs for the six months ended June 30, 2023		$	1,945	$	1,283	$	996	$	492	$	173	$	256	$	12,142	$	17,287
Gross write-offs for the three months ended March 31, 2024

1615

Table of Contents


		Term Loans Amortized Cost Basis by Origination Year
	Term Loans Amortized Cost Basis by Origination Year
(In thousands)	(In thousands)	2022		2021		2020		2019		2018		Prior		Revolving Loans Amortized Cost Basis		Total
December 31, 2022
(In thousands)
(In thousands)																		2023	2022	2021	2020	2019	Prior	Revolving Loans Amortized Cost Basis	Total
December 31, 2023
Real estate-personal	Real estate-personal
Real estate-personal
Real estate-personal
Current to 90 days past due
Current to 90 days past due
Current to 90 days past due	Current to 90 days past due	$	535,283	$	589,658	$	783,651	$	290,580	$	132,305	$	568,380	$	10,174	$	2,910,031
Over 90 days past due	Over 90 days past due	514		967		1,338		81		1,388		2,393		—		6,681
Non-accrual	Non-accrual	—		—		52		169		102		1,043		—		1,366
Total Real estate-personal:	Total Real estate-personal:	$	535,797	$	590,625	$	785,041	$	290,830	$	133,795	$	571,816	$	10,174	$	2,918,078
Gross write-offs for the year ended December 31, 2023
Consumer	Consumer
Current to 90 days past due
Current to 90 days past due
Current to 90 days past due	Current to 90 days past due	$	536,429	$	378,118	$	205,849	$	106,733	$	36,096	$	62,255	$	731,436	$	2,056,916
Over 90 days past due	Over 90 days past due	326		251		203		58		267		228		839		2,172

Total Consumer:	Total Consumer:	$	536,755	$	378,369	$	206,052	$	106,791	$	36,363	$	62,483	$	732,275	$	2,059,088
Total Consumer:
Total Consumer:
Gross write-offs for the year ended December 31, 2023
Revolving home equity	Revolving home equity
Current to 90 days past due	Current to 90 days past due	$	—	$	—	$	—	$	—	$	—	$	—	$	296,504	$	296,504
Current to 90 days past due
Current to 90 days past due
Over 90 days past due	Over 90 days past due	—		—		—		—		—		—		703		703

Non-accrual
Total Revolving home equity:	Total Revolving home equity:	$	—	$	—	$	—	$	—	$	—	$	—	$	297,207	$	297,207
Gross write-offs for the year ended December 31, 2023
Consumer credit card	Consumer credit card
Current to 90 days past due
Current to 90 days past due
Current to 90 days past due	Current to 90 days past due	$	—	$	—	$	—	$	—	$	—	$	—	$	578,451	$	578,451
Over 90 days past due	Over 90 days past due	—		—		—		—		—		—		5,549		5,549

Total Consumer credit card:	Total Consumer credit card:	$	—	$	—	$	—	$	—	$	—	$	—	$	584,000	$	584,000
Total Consumer credit card:
Total Consumer credit card:
Gross write-offs for the year ended December 31, 2023
Overdrafts	Overdrafts
Current to 90 days past due	Current to 90 days past due	$	14,737	$	—	$	—	$	—	$	—	$	—	$	—	$	14,737
Over 90 days past due		220		—		—		—		—		—		—		220
Current to 90 days past due
Current to 90 days past due

Total Overdrafts:	Total Overdrafts:	$	14,957	$	—	$	—	$	—	$	—	$	—	$	—	$	14,957

Total Overdrafts:

Total Overdrafts:
Gross write-offs for the year ended December 31, 2023
Personal banking loans	Personal banking loans
Current to 90 days past due
Current to 90 days past due
Current to 90 days past due	Current to 90 days past due	$	1,086,449	$	967,776	$	989,500	$	397,313	$	168,401	$	630,635	$	1,616,565	$	5,856,639
Over 90 days past due	Over 90 days past due	1,060		1,218		1,541		139		1,655		2,621		7,091		15,325
Non-accrual	Non-accrual	—		—		52		169		102		1,043		—		1,366
Total Personal banking loans:	Total Personal banking loans:	$	1,087,509	$	968,994	$	991,093	$	397,621	$	170,158	$	634,299	$	1,623,656	$	5,873,330
Gross write-offs for the year ended December 31, 2023

Collateral-dependent loans

The Company's collateral-dependent loans are comprised of large loans on non-accrual status. The Company requires that collateral-dependent loans are either over-collateralized or carry collateral equal to the amortized cost of the loan. The following table presents the amortized cost basis of collateral-dependent loans as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022.~~2023.

(In thousands) Business Assets Oil & Gas Assets Total
June 30, 2023
Commercial:
Business $ 1,598 $ 1,508 $ 3,106
Total $ 1,598 $ 1,508 $ 3,106
December 31, 2022
Commercial:
Business $ 2,778 $ 1,824 $ 4,602
Total $ 2,778 $ 1,824 $ 4,602

Table of Contents


(In thousands)	Business Assets		Real Estate		Oil & Gas Assets		Total
March 31, 2024
Commercial:


Real estate - business	$	—	$	1,203	$	—	$	1,203
Personal Banking:


Revolving home equity	—		1,977		—		1,977


Total	$	—	$	3,180	$	—	$	3,180
December 31, 2023
Commercial:
Business	$	1,183	$	—	$	1,238	$	2,421


Personal Banking:


Revolving home equity	—		1,977		—		1,977


Total	$	1,183	$	1,977	$	1,238	$	4,398

Other Personal Banking loan information

As noted above, the credit quality of Personal Banking loans is monitored primarily on the basis of aging/delinquency, and this information is provided in the table in the above section on "Credit quality indicators." In addition, FICO scores are obtained and updated on a quarterly basis for most of the loans in the Personal Banking portfolio. This is a published credit score designed to measure the risk of default by taking into account various factors from a borrower's financial history and is considered supplementary information utilized by the Company, as management does not consider this information in evaluating the allowance for credit losses on loans. The Bank normally obtains a FICO score at the loan's origination and renewal dates, and updates are obtained on a quarterly basis. Excluded from the table below are certain personal real estate

~~Table of Contents~~

loans for which FICO scores are not obtained because the loans generally pertain to commercial customer activities and are often underwritten with other collateral considerations. These loans totaled ~~$173.0~~$168.8 million at ~~June 30, 2023~~March 31, 2024 and ~~$179.2~~$168.9 million at December 31, ~~2022.~~2023. The table also excludes consumer loans related to the Company's patient healthcare loan program, which totaled ~~$198.7~~$210.4 million at ~~June 30, 2023~~March 31, 2024 and ~~$197.5~~$211.3 million at December 31, ~~2022.~~2023. As the healthcare loans are guaranteed by the hospital, customer FICO scores are not obtained for these loans. The personal real estate loans and consumer loans excluded below totaled less than 7% of the Personal Banking portfolio. For the remainder of loans in the Personal Banking portfolio, the table below shows the percentage of balances outstanding at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 by FICO score.


Personal Banking Loans	Personal Banking Loans									Personal Banking Loans
		% of Loan Category
		Real Estate - Personal		Consumer		Revolving Home Equity		Consumer Credit Card
June 30, 2023
	% of Loan Category																					% of Loan Category
	Real Estate - Personal															Real Estate - Personal			Consumer		Revolving Home Equity	Consumer Credit Card
March 31, 2024
FICO score:	FICO score:
FICO score:
FICO score:
Under 600
Under 600
Under 600	Under 600	1.7	%	2.5	%	1.6	%	4.2	%	2.0	%	2.8		%	2.0		%	5.0		%
600 - 659	600 - 659	2.2		3.9		3.0		11.6
660 - 719	660 - 719	8.1		13.4		9.6		29.3
720 - 779	720 - 779	22.6		24.3		22.6		27.5
780 and over	780 and over	65.4		55.9		63.2		27.4
Total	Total	100.0	%	100.0	%	100.0	%	100.0	%	Total	100.0		%	100.0		%	100.0		%	100.0	%
December 31, 2022
December 31, 2023
FICO score:	FICO score:
FICO score:
FICO score:
Under 600
Under 600
Under 600	Under 600	1.4	%	2.2	%	1.5	%	3.4	%	2.0	%	2.5		%	1.9		%	4.7		%
600 - 659	600 - 659	2.2		4.2		2.8		11.4
660 - 719	660 - 719	8.1		14.5		9.7		30.8
720 - 779	720 - 779	23.7		26.7		21.4		27.1
780 and over	780 and over	64.6		52.4		64.6		27.3
Total	Total	100.0	%	100.0	%	100.0	%	100.0	%	Total	100.0		%	100.0		%	100.0		%	100.0	%

Modifications for borrowers experiencing financial difficulty

When borrowers are experiencing financial difficulty, the Company may agree to modify the contractual terms of a loan to a borrower in order to assist the borrower in repaying principal and interest owed to the Company.

Table of Contents

The Company's modifications of loans to borrowers experiencing financial difficulty are generally in the form of term extensions, repayment plans, payment deferrals, forbearance agreements, interest rate reductions, forgiveness of interest and/or fees, or any combination thereof. Commercial loans modified to borrowers experiencing financial difficulty are primarily loans that are substandard or non-accrual, where the maturity date was extended. Modifications on personal real estate loans are primarily those placed on forbearance plans, repayment plans, or deferral plans where monthly payments are suspended for a period of time or past due amounts are paid off over a certain period of time in the future or set up as a balloon payment at maturity. Modifications to certain credit card and other small consumer loans are often modified under debt counseling programs that can reduce the contractual rate or, in certain instances, forgive certain fees and interest charges. Other consumer loans modified to borrowers experiencing financial difficulty consist of various other workout arrangements with consumer customers.

~~Table of Contents~~

The following tables present the amortized cost at ~~June 30,~~March 31, 2024 of loans that were modified during the three months ended March 31, 2024 and the amortized cost of at March 31, 2023 of loans that were modified during the three ~~and six~~ months ended ~~June 30,~~March 31, 2023.


		For the Three Months Ended June 30, 2023
	For the Three Months Ended March 31, 2024																																					For the Three Months Ended March 31, 2024
(Dollars in thousands)	(Dollars in thousands)	Term Extension		Payment Delay		Interest Rate Reduction		Interest/Fees Forgiven		Other		Total		% of Total Loan Category		(Dollars in thousands)		Term Extension			Payment Delay			Interest Rate Reduction			Interest/Fees Forgiven			Other			Total			% of Total Loan Category
June 30, 2023
March 31, 2024
Commercial:	Commercial:
Commercial:
Commercial:
Business
Business
Business	Business	$	17,097	$	—	$	—	$	—	$	—	$	17,097	0.3	%	$	11,648		$	—		$	—		$	—		$	—		$	11,648		0.2	0.2	%

Real estate – business	Real estate – business	33,966		—		—		—		—		33,966		0.9
Real estate – business
Real estate – business
Personal Banking:	Personal Banking:
Real estate – personal
Real estate – personal
Real estate – personal	Real estate – personal	246		1,223		—		—		—		1,469		—
Consumer	Consumer	31		18		8		—		—		57		—

Consumer credit card	Consumer credit card	—		—		731		224		—		955		0.2
Consumer credit card
Consumer credit card

Total	Total	$	51,340	$	1,241	$	739	$	224	$	—	$	53,544	0.3	%
Total
Total																		$	29,178		$	2,706		$	976		$	—		$	—		$	32,860		0.2	%

For the Six Months Ended June 30, 2023

(Dollars in thousands)
Term Extension Payment Delay Interest Rate Reduction Interest/Fees Forgiven Other Total % of Total Loan Category
June 30, 2023
Commercial:
Business $ 18,193 $ — $ — $ — $ — $ 18,193 0.3 %
Real estate – business 49,548 — — — — 49,548 1.4
Personal Banking:
Real estate – personal 246 2,777 — — — 3,023 0.1
Consumer 31 75 21 — 55 182 —
Consumer credit card — — 1,299 487 — 1,786 0.3
Total $ 68,018 $ 2,852 $ 1,320 $ 487 $ 55 $ 72,732 0.4 %


	For the Three Months Ended March 31, 2023
(Dollars in thousands)	Term Extension		Payment Delay		Interest Rate Reduction		Interest/Fees Forgiven		Other		Total		% of Total Loan Category














March 31, 2023
Commercial:
Business	$	3,104	$	—	$	—	$	—	$	—	$	3,104	0.1	%

Real estate – business	23,039		—		—		—		—		23,039		0.7
Personal Banking:
Real estate – personal	—		1,666		—		—		—		1,666		0.1
Consumer	—		58		16		—		55		129		—

Consumer credit card	—		—		618		275		—		893		0.2

Total	$	26,143	$	1,724	$	634	$	275	$	55	$	28,831	0.2	%

The estimate of lifetime expected losses utilized in the allowance for credit losses model is developed using average historical experience on loans with similar risk characteristics, which includes losses from modifications of loans to borrowers experiencing financial difficulty. As a result, a change to the allowance for credit losses is generally not recorded upon modification. For modifications to loans made to borrowers experiencing financial difficulty that are placed on non-accrual status, the Company determines the allowance for credit losses on an individual evaluation, using the same process that it utilizes for other loans on non-accrual status. Modifications made to commercial loans which are not on non-accrual status for borrowers experiencing financial difficulty are collectively evaluated based on internal risk rating, loan type, delinquency, historical experience, and current economic factors. Modifications made to borrowers experiencing financial difficulty for personal banking loans which are not on non-accrual status are collectively evaluated based on loan type, delinquency, historical experience, and current economic factors.

If a loan to a borrower experiencing financial difficulty is modified and subsequently deemed uncollectible, the allowance for credit losses continues to be based on individual evaluation, if that loan is already on non-accrual status. For those loans, the allowance for credit losses is estimated using discounted expected cash flows or the fair value of collateral. If an accruing

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loan made to a borrower experiencing financial difficulty is modified and subsequently deemed uncollectible, the loan's risk rating is downgraded to non-accrual status and the loan's related allowance for credit losses is determined based on individual evaluation, or if necessary, the loan is charged off and collection efforts begin.

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The following tables summarize the financial impact of loan modifications and payment deferrals during the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and March 31, 2023. ~~The qualitative impact of forbearance and repayment plans is the deferral of payments for 3 months up to 30 years, and therefore, those modifications are excluded from the tables below.~~


	Term Extension












	Three Months Ended March 31, 2024	Three Months Ended ~~June 30, 2023~~	~~Six Months Ended June 30,~~March 31, 2023
Commercial:
Business	~~Added~~Extended maturity by a weighted average of ~~9 months to the life of loans.~~6 months.	~~Added~~Extended maturity by a weighted average of ~~9 months to the life of loans.~~12 months.

Real estate – business	~~Added~~Extended maturity by a weighted average of ~~12 months to the life of loans.~~8 months.	~~Added~~Extended maturity by a weighted average of ~~14 months to the life of loans.~~17 months.
Personal Banking:
Real estate – personal	~~Added~~Extended maturity by a weighted average of ~~7 months to the life of loans.~~6 months.	~~Added a weighted average of 7 months to the life of loans.~~
~~Consumer~~	~~Added 10 years to the life of loans.~~	~~Added 10 years to the life of loans.~~


	Payment Delay












	Three Months Ended March 31, 2024	Three Months Ended ~~June 30, 2023~~	~~Six Months Ended June 30,~~March 31, 2023




Personal Banking:
Real estate – personal	Deferred certain payments by a weighted average of 288 years.	Deferred ~~certain~~past due monthly payments byto maturity as a balloon payment. Deferral delayed payments a weighted average of 2027 years.
Consumer		Deferred ~~certain~~past due monthly payments byto maturity as a balloon payment. Deferral delayed payments a weighted average of ~~6 months.~~	~~Deferred certain payments by a weighted average of 71 months.~~11 years


	Interest Rate Reduction












	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023




Personal Banking:

Consumer	Reduced weighted-average contractual interest rate from average 23% to 6%.	Reduced weighted-average contractual interest rate from 20% to 6%.

Consumer credit card	Reduced weighted-average contractual interest rate from average 23% to 6%.	Reduced weighted-average contractual interest rate from 20% to 6%.


	~~Interest Rate Reduction~~
	~~Three Months Ended June 30, 2023~~	~~Six Months Ended June 30, 2023~~




~~Personal Banking:~~

~~Consumer~~	~~Reduced contractual interest from weighted average 21% to 6%.~~	~~Reduced contractual interest from weighted average 21% to 6%.~~

~~Consumer credit card~~	~~Reduced contractual interest from weighted average 21% to 6%.~~	~~Reduced contractual interest from weighted average 21% to 6%.~~


	Forgiveness of Interest/Fees












	Three Months Ended March 31, 2024	Three Months Ended ~~June 30, 2023~~	~~Six Months Ended June 30,~~March 31, 2023




Personal Banking:



Consumer credit card	~~Approximately $13 thousand of interest and fees forgiven.~~	Approximately ~~$27~~$14 thousand of interest and fees forgiven.

The Company had commitments of ~~$6.3~~$2.4 million and $28.4 million at ~~June 30,~~March 31, 2024 and December 31, 2023, respectively, to lend additional funds to borrowers experiencing financial difficulty and for whom the Company has modified the terms of loans in the form of ~~principal forgiveness,~~ an interest rate ~~reduction,~~reduction; an other-than-insignificant payment ~~delay,~~delay; forgiveness of principal, interest, or fees; or a term extension during the current reporting period.

The following ~~table provides~~tables provide the amortized cost basis at March 31, 2024 of loans to borrowers experiencing financial difficulty that had a payment default during the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and were modified~~on or after January 1, 2023 (the date we adopted ASU 2022-02) through June 30, 2023. For purposes of this disclosure,~~ within the ~~Company considers "default" to mean 90 days or more past due~~12 months preceding the payment default, as ~~to interest or principal.~~ ~~In addition to the loans below, the Company charged off $78 thousand of consumer credit card loans during the six months ended June 30, 2023 that were modified during the period.~~

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For the Three Months Ended June 30, 2023 For the Six Months Ended June 30, 2023

(Dollars in thousands)
Payment Delay Interest Rate Reduction Interest/Fees Forgiven Total Payment Delay Interest Rate Reduction Interest/Fees Forgiven Total
June 30, 2023
Personal Banking:
Real estate – personal $ 779 $ — $ — $ 779 $ 779 $ — $ — $ 779
Consumer — 6 — 6 — 11 — 11
Consumer credit card — 67 78 145 — 111 78 189
Total $ 779 $ 73 $ 78 $ 930 $ 779 $ 122 $ 78 $ 979

~~The following table presents~~well as the amortized cost basis at ~~June 30,~~March 31, 2023 of loans to borrowers experiencing financial difficulty that ~~have~~had a payment default during the three months ended March 31, 2023 and had been modified on or after January 1, 2023 (the date we adopted ASU 2022-02) ~~through June 30, 2023.~~

(In thousands)
Current 30-89 Days Past Due 90 Days Past Due Total
June 30, 2023
Commercial:
Business $ 18,193 $ — $ — $ 18,193
Real estate – business 49,548 — — 49,548
Personal Banking:
Real estate – personal 2,027 217 779 3,023
Consumer 169 7 6 182
Consumer credit card 1,205 436 145 1,786
Total $ 71,142 $ 660 $ 930 $ 72,732

~~Troubled debt restructuring disclosures prior to the Company's adoption of ASU 2022-02~~

Restructured loans are those extended to borrowers who are experiencing financial difficulty and who have been granted a concession. Restructured loans are placed on non-accrual status if the Company does not believe it probable that amounts due under the contractual terms will be collected. Commercial performing restructured loans are primarily comprised of certain business, construction and business real estate loans classified as substandard but renewed at rates judged to be non-market. These loans are performing in accordance with their modified terms, and because the Company believes it probable that all amounts due under the modified terms of the agreements will be collected, interest on these loans is being recognized on an accrual basis. Troubled debt restructurings also include certain credit card and other small consumer loans under various debt management and assistance programs. Modifications to these loans generally involve removing the available line of credit, placing loans on amortizing status, and lowering the contractual interest rate. Certain personal real estate, revolving home equity, and consumer loans were classified as consumer bankruptcy troubled debt restructurings because they were not reaffirmed by the borrower in bankruptcy proceedings. Interest on these loans is being recognized on an accrual basis, as the borrowers are continuing to make payments. Other consumer loans classified as troubled debt restructurings consist of various other workout arrangements with consumer customers.


~~(In thousands)~~		~~December 31, 2022~~
~~Accruing restructured loans:~~
	~~Commercial~~	$	~~184,388~~
	~~Assistance programs~~	~~5,156~~

	~~Other consumer~~	~~4,049~~
~~Non-accrual loans~~		~~5,078~~
~~Total troubled debt restructurings~~		$	~~198,671~~

Section 4013 of the CARES Act was signed into law on March 27, 2020, and included a provision that short-term modifications are not troubled debt restructurings, if made on a good-faith basis in response to COVID-19 to borrowers who were current prior to December 31, 2019. The Company elected such option under the CARES Act when determining if a customer’s modification is subject to troubled debt restructuring classification. The initial guidance issued under the CARES Act was due to expire on December 31, 2020. During January 2021, the Consolidated Appropriations Act, 2021 was enacted and extended through the end of 2021 the relief offered under the CARES Act related to the accounting and disclosure requirements for troubled debt restructurings as a result of COVID-19. The Company elected to extend its application of this guidance through December 31, 2021. During the period covered by the CARES Act, if it was deemed that the loan

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modification was not short-term, not COVID-19 related or the customer does not meet the criteria under the guidance to be scoped out of troubled debt restructuring classification, the Company evaluated the loan modifications under its existing framework and accounted for the modification as a troubled debt restructuring.

The table below shows the balance of troubled debt restructurings by loan classification at December 31, 2022, in addition to the outstanding balances of these restructured loans which the Company considers to have been in default at any time during the past twelve months.. For purposes of this disclosure, the Company considers "default" to mean 90 days or more past due as to interest or principal.

(In thousands) December 31, 2022 Balance at December 31, 2022 that was 90 days past due at any time during previous 12 months
Commercial:
Business $ 12,311 $ —
Real estate - construction and land 57,547 —
Real estate - business 118,654 —
Personal Banking:
Real estate - personal 2,809 419
Consumer 2,250 268
Revolving home equity 17 —
Consumer credit card 5,083 452
Total troubled debt restructurings $ 198,671 $ 1,139

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	For the Three Months Ended March 31, 2024
(Dollars in thousands)	Payment Delay		Interest Rate Reduction		Interest/Fees Forgiven		Total
March 31, 2024




Personal Banking:
Real estate – personal	$	1,138	$	—	$	—	$	1,138
Consumer	—		14		—		14

Consumer credit card	—		260		61		321

Total	$	1,138	$	274	$	61	$	1,473

	For the Three Months Ended March 31, 2023
(Dollars in thousands)	Payment Delay		Interest Rate Reduction		Interest/Fees Forgiven		Total
March 31, 2023




Personal Banking:

Consumer	$	—	$	8	$	—	$	8

Consumer credit card	—		63		12		75

Total	$	—	$	71	$	12	$	83

For those loans on non-accrual status also classified as restructured, the modification did not create any further financial effect on the Company as those loans were already recorded at net realizable value. For those performing commercial loans classified as restructured, there were no concessions involving forgiveness of principal or interest and, therefore, there was no financial impact to the Company as a result of modification to these loans. However, the effects of modifications to loans under various debt management and assistance programs at December 31, 2022 were estimated to decrease interest income by approximately $661 thousand on an annual, pre-tax basis, compared to amounts contractually owed. Other modifications to consumer loans mainly involve extensions and other small modifications that did not include the forgiveness of principal or interest.

The ~~allowance for credit losses related~~following tables present the amortized cost basis at March 31, 2024 of loans to ~~troubled debt restructurings~~borrowers experiencing financial difficulty that had been modified within the previous 12 months as well as the amortized cost basis at March 31, 2023 of loans to borrowers experiencing financial difficulty that had been modified on non-accrual status is determined by individual evaluation, including collateral adequacy, using the same process as loans on non-accrual status which are not classified as troubled debt restructurings. Those performing loans classified as troubled debt restructurings are accruing loans which management expects to collect under contractual terms. Performing commercial loans having no other concessions granted other than being renewed at non-market interest rates are judged to have similar risk characteristics as non-troubled debt commercial loans and are collectively evaluated based on internal risk rating, loan type, delinquency, historical experience and current economic factors. Performing personal banking loans classified as troubled debt restructurings resulted from the borrower not reaffirming the debt during bankruptcy and have had no other concession granted, other than the Bank's future limitations on collecting payment deficiencies or in pursuing foreclosure actions. As such, they have similar risk characteristics as non-troubled debt personal banking loans and are evaluated collectively based on loan type, delinquency, historical experience and current economic factors.after January 1, 2023 (the date we adopted ASU 2022-02) through March 31, 2023.

If a troubled debt restructuring defaults and is already on non-accrual status, the allowance for credit losses continues to be based on individual evaluation, using discounted expected cash flows or the fair value of collateral. If an accruing troubled debt restructuring defaults, the loan's risk rating is downgraded to non-accrual status and the loan's related allowance for credit losses is determined based on individual evaluation, or if necessary, the loan is charged off and collection efforts begin.


(In thousands)	Current		30-89 Days Past Due		90 Days Past Due		Total
March 31, 2024
Commercial:
Business	$	25,544	$	—	$	—	$	25,544

Real estate – business	93,924		—		—		93,924
Personal Banking:
Real estate – personal	3,556		1,136		1,761		6,453
Consumer	150		17		14		181

Consumer credit card	2,107		513		296		2,916

Total	$	125,281	$	1,666	$	2,071	$	129,018

~~The Company had commitments of $12.6 million at December 31, 2022 to lend additional funds to borrowers with restructured loans.~~


(In thousands)	Current		30-89 Days Past Due		90 Days Past Due		Total
March 31, 2023
Commercial:
Business	$	3,104	$	—	$	—	$	3,104

Real estate – business	23,039		—		—		23,039
Personal Banking:
Real estate – personal	1,061		605		—		1,666
Consumer	75		46		8		129

Consumer credit card	645		173		75		893

Total	$	27,924	$	824	$	83	$	28,831

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Loans held for sale

The Company designates certain long-term fixed rate personal real estate loans as held for sale, and the Company has elected the fair value option for these loans. The election of the fair value option aligns the accounting for these loans with the related economic hedges discussed in Note 11. The loans are primarily sold to Federal Home Loan Mortgage Corporation (FHLMC) and Federal National Mortgage Association (FNMA). At ~~June 30, 2023,~~March 31, 2024, the fair value of these loans was ~~$1.6~~$1.2 million, and the unpaid principal balance was ~~$1.6~~$1.1 million.

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The Company also designates certain student loan originations as held for sale. The borrowers are credit-worthy students who are attending colleges and universities. The loans are intended to be sold in the secondary market, and the Company maintains contracts with Sallie Mae to sell the loans within 210 days after the last disbursement to the student. These loans are carried at lower of cost or fair value, which at ~~June 30, 2023~~March 31, 2024 totaled ~~$4.9 million.~~$763 thousand.

At ~~June 30, 2023,~~March 31, 2024, none of the loans held for sale were on non-accrual status or 90 days past due and still accruing interest.

Foreclosed real estate/repossessed assets

The Company’s holdings of foreclosed real estate totaled ~~$94~~$206 thousand and ~~$96~~$270 thousand at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively, and included in those amounts were ~~$94~~$206 thousand and ~~$96~~$270 thousand at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively, of foreclosed residential real estate properties held as a result of obtaining physical possession. Personal property acquired in repossession, generally autos, totaled ~~$1.9~~$2.0 million and ~~$1.6~~$1.8 million at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022, respectively.~~2023. Upon acquisition, these assets are recorded at fair value less estimated selling costs at the date of foreclosure, establishing a new cost basis. They are subsequently carried at the lower of this cost basis or fair value less estimated selling costs.

3. Investment Securities

Investment securities consisted of the following at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022.~~2023.

(In thousands)

June 30, 2023

December 31, 2022

(In thousands)

March 31, 2024

December 31, 2023

Available for sale debt securities

10,414,625

12,238,316

Trading debt securities

29,412

43,523

Equity securities:

Readily determinable fair value

5,520

6,210

Readily determinable fair value

No readily determinable fair value

6,746

6,094

Other:

Federal Reserve Bank stock

34,985

34,795

Federal Reserve Bank stock

Federal Home Loan Bank stock

50,328

10,678

Equity method investments

—

1,434

Private equity investments

172,732

178,127

Total investment securities (1)

10,714,348

12,519,177

(1)Accrued interest receivable totaled ~~$29.8~~$28.2 million and ~~$38.8~~$28.9 million at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively, and was included within other assets on the consolidated balance sheets.

The Company has elected to measure equity securities with no readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable price changes for the identical or similar investment of the same issuer. ~~This~~At March 31, 2024, this portfolio ~~includes~~included the Company's ~~holdings~~823,447 shares of Visa Inc. ("Visa") Class B-1 common stock (formerly Class B common stock), which were held by Commerce Bancshares, Inc. (the Company's parent company). The Company's Visa Class B shares ~~which have~~had a carrying value of zero at March 31, 2024, as there ~~have~~had not been observable price changes in orderly transactions for identical or similar investments of the same issuer. During the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, the Company did not record any impairment or other adjustments to the carrying amount of its portfolio of equity securities with no readily determinable fair value.

On April 8, 2024, Visa announced the commencement of a public offering to permit the exchange of its Class B-1 common stock for a combination of shares of its Class B-2 common stock and its Class C common stock (“Exchange Offer”). The Company tendered all of its Visa Class B-1 shares pursuant to the Exchange Offer. On May 3, 2024, the Exchange Offer closed and the Company received notification of Visa’s acceptance of that tender. In exchange for its 823,447 shares of Visa Class B-1 common stock, the Company received 411,723 shares of Visa Class B-2 common stock (which will be convertible under certain circumstances, as further described below, into Visa’s publicly traded Class A common stock at an initial rate of 1.5875 shares of Class A common for each share of Class B-2 common stock, subject to adjustment) and 163,404 shares of Visa Class C common stock which will automatically convert into four shares of Visa's Class A common stock (subject to

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future adjustments for any stock splits, recapitalizations or similar transactions) upon any transfer to a person other than a Visa member or an affiliate of a Visa member.

As a condition of participating in the exchange, the Company entered into a Makewhole Agreement with Visa that provides for cash payments to Visa to the extent (if any) that future adjustments to the conversion ratio for the Visa Class B-2 common stock to Class A common stock cause such ratio to fall below zero. Changes to the conversion ratio occur when Visa deposits funds to a litigation escrow established by Visa to pay settlements for certain covered litigation that pre-dated Visa’s initial public offering, for which Visa has been effectively indemnified by Visa USA members through reductions to the conversion ratio for its Class B-1 common stock. The purpose of the Makewhole Agreement is to preserve the economic benefit of these adjustments to the Class B-1 conversion ratio for the benefit of Visa’s Class A and Class C common stockholders following the exchange. As further described in Visa’s related Issuer Tender Offer Statement on Schedule TO and Prospectus, each dated April 8, 2024, publicly filed with the U. S. Securities and Exchange Commission, both the Makewhole Agreement and the related escrow fund and transfer restrictions on Visa’s Class B-1 common stock and the new Class B-2 common stock will terminate whenever the covered litigation is ultimately resolved, at which future date outstanding shares of Visa Class B-2 common stock will be convertible into shares of its Class A common stock at the then-applicable conversion ratio. The Makewhole Agreement also includes limited transfer restrictions, such that the Company may only transfer up to one-third of the shares of Visa Class C common stock received in the exchange within the first 45 days following May 3, 2024, and may only transfer up to two-thirds of the Class C common stock received within the first 90 days following May 3, 2024.

As a result of the exchange, the Company marked its Visa Class C common stock to fair value and recorded a gain of $175.5 million based on the conversion privilege of the Visa Class C common stock and the closing price of Visa Class A common stock on May 3, 2024 of $268.49 per share. The Company’s Visa Class C shares are expected to continue to be marked to fair value on a recurring basis using the Visa Class A shares as evidence of orderly transactions between market participants for similar securities issued by Visa. The Company’s Visa Class B-2 common stock will continue to be carried at cost of $0 as there are not observable price changes in orderly transactions for identical or similar investments of the same issuer.

Subsequent to the successful close of the Exchange Offer, the Company approved a plan to reposition a portion of its available for sale debt securities portfolio through the sale of securities with an amortized cost of approximately $1.0 billion. The securities that the Company plans to sell have a yield of approximately 2.0%, which is expected to result in a loss of approximately $165 million, and the Company expects to reinvest the proceeds mostly into investment securities yielding approximately 4.6%. The Company expects the repositioning to increase net interest income, reduce interest rate risk to lower rates, and improve the quality of the Company's pledgeable investment securities. The timing and amount of the loss ultimately realized on the available for sale debt securities and the reinvestment assumptions may depend on many considerations, including market conditions, the future price of Visa Class A common stock, and other factors.

Other investment securities include Federal Reserve Bank (FRB) stock, Federal Home Loan Bank (FHLB) stock, equity method investments, and investments in portfolio concerns held by the Company's private equity subsidiary. FRB stock and FHLB stock are held for debt and regulatory purposes. Investment in FRB stock is based on the capital structure of the investing bank, and investment in FHLB stock is tied to the asset size of the borrowing bank and the level of borrowings from the FHLB. These holdings are carried at cost. Additionally, the Company's equity method investments are carried at cost, adjusted to reflect the Company's portion of income, loss, or dividends of the investee. These adjustments are included in non-interest income on the Company's consolidated statements of income. The Company's private equity investments are carried at estimated fair value.

The majority of the Company’s investment portfolio is comprised of available for sale debt securities, which are carried at fair value with changes in fair value reported in accumulated other comprehensive income (AOCI). A summary of the available for sale debt securities by maturity groupings as of ~~June 30, 2023~~March 31, 2024 is shown below. The investment portfolio includes agency mortgage-backed securities, which are guaranteed by agencies such as FHLMC, FNMA, and Government National Mortgage Association (GNMA), in addition to non-agency mortgage-backed securities, which have no guarantee but are collateralized by commercial and residential mortgages. Also included are certain other asset-backed securities, which are primarily

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collateralized by credit cards, automobiles, student loans, and commercial loans. These securities differ from traditional debt securities primarily in that they may have uncertain maturity dates and are priced based on estimated prepayment rates on the underlying collateral.

(In thousands) Amortized
Cost Fair
Value
U.S. government and federal agency obligations:
Within 1 year $ 464,203 $ 455,044
After 1 but within 5 years 344,689 327,450
After 5 but within 10 years 176,092 163,321
Total U.S. government and federal agency obligations 984,984 945,815
Government-sponsored enterprise obligations:
After 5 but within 10 years 4,955 4,418
After 10 years 50,726 39,618
Total government-sponsored enterprise obligations 55,681 44,036
State and municipal obligations:
Within 1 year 77,600 76,353
After 1 but within 5 years 346,058 318,691
After 5 but within 10 years 826,895 704,751
After 10 years 151,057 127,942
Total state and municipal obligations 1,401,610 1,227,737
Mortgage and asset-backed securities:
  Agency mortgage-backed securities 4,849,215 4,065,406
  Non-agency mortgage-backed securities 1,378,516 1,174,790
  Asset-backed securities 2,646,850 2,499,675
Total mortgage and asset-backed securities 8,874,581 7,739,871
Other debt securities:
Within 1 year 35,141 34,128
After 1 but within 5 years 221,479 204,297
After 5 but within 10 years 244,000 205,179
After 10 years 16,260 13,562
Total other debt securities 516,880 457,166
Total available for sale debt securities $ 11,833,736 $ 10,414,625

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(In thousands)	Amortized Cost		Fair Value
U.S. government and federal agency obligations:
Within 1 year	$	266,255	$	262,767
After 1 but within 5 years	380,713		370,689
After 5 but within 10 years	126,085		116,577

Total U.S. government and federal agency obligations	773,053		750,033
Government-sponsored enterprise obligations:


After 5 but within 10 years	4,935		4,454
After 10 years	50,702		39,391
Total government-sponsored enterprise obligations	55,637		43,845
State and municipal obligations:
Within 1 year	81,511		80,031
After 1 but within 5 years	431,208		397,795
After 5 but within 10 years	639,802		550,622
After 10 years	126,706		103,247
Total state and municipal obligations	1,279,227		1,131,695
Mortgage and asset-backed securities:
Agency mortgage-backed securities	4,524,253		3,754,837
Non-agency mortgage-backed securities	1,309,628		1,139,113
Asset-backed securities	1,954,148		1,877,805
Total mortgage and asset-backed securities	7,788,029		6,771,755
Other debt securities:
Within 1 year	60,606		59,575
After 1 but within 5 years	193,035		181,078
After 5 but within 10 years	226,055		192,193
After 10 years	13,260		11,521
Total other debt securities	492,956		444,367
Total available for sale debt securities	$	10,388,902	$	9,141,695

Investments in U.S. government and federal agency obligations include U.S. Treasury inflation-protected securities, which totaled ~~$395.4~~$396.2 million, at fair value, at ~~June 30, 2023.~~March 31, 2024. Interest earned on these securities increases with inflation and decreases with deflation, as measured by the non-seasonally adjusted Consumer Price Index (CPI-U). At maturity, the principal paid is the greater of an inflation-adjusted principal or the original principal.

Allowance for credit losses on available for sale debt securities

Securities for which fair value is less than amortized cost are reviewed for impairment. Special emphasis is placed on securities whose credit rating has fallen below Baa3 (Moody's) or BBB- (Standard & Poor's), whose fair values have fallen more than 20% below purchase price, or those which have been identified based on management’s judgment. These securities are placed on a watch list and cash flow analyses are prepared on an individual security basis. Certain securities are analyzed using a projected cash flow model, discounted to present value, and compared to the current amortized cost bases of the securities. The model uses input factors such as cash flow projections, contractual payments required, expected delinquency rates, credit support from other tranches, prepayment speeds, collateral loss severity rates (including loan to values), and various other information related to the underlying collateral. Securities not analyzed using the cash flow model are analyzed by reviewing ~~risk~~credit ratings, credit support agreements, and industry knowledge to project future cash flows and any possible credit impairment.

At ~~June 30, 2023,~~March 31, 2024, the fair value of securities on this watch list was ~~$1.6~~$1.7 billion compared to ~~$1.3~~$1.2 billion at December 31, ~~2022. The majority~~2023. Almost all of the securities included on the Company's watch list in the current quarter were experiencing unrealized loss positions due to the significant increase in interest rates and were analyzed outside of the cash flow model. At ~~June 30, 2023,~~March 31, 2024, the securities on the Company's watch list that were not deemed to be solely related to increasing interest rates were securities backed by government-guaranteed student loans and are expected to perform as contractually required. As of ~~June 30, 2023,~~March 31, 2024, the Company did not identify any securities for which a credit loss exists, and for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ the Company did not recognize a credit loss expense on any available for sale debt securities.

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The table below summarizes debt securities available for sale in an unrealized loss position, aggregated by length of loss period, for which an allowance for credit losses has not been recorded at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022.~~2023. Unrealized losses on these available for sale securities have not been recognized into income because after review, the securities were deemed not to be impaired. The unrealized losses on these securities are primarily attributable to changes in interest rates and current market conditions. At ~~June 30, 2023,~~March 31, 2024, the Company does not intend to sell the securities, nor is it anticipated that it would be required to sell any of these securities at a loss.


		Less than 12 months				12 months or longer				Total
	Less than 12 months																Less than 12 months			12 months or longer			Total
(In thousands)	(In thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		(In thousands)	Fair Value	Unrealized Losses		Fair Value	Unrealized Losses		Fair Value	Unrealized Losses
June 30, 2023
March 31, 2024
U.S. government and federal agency obligations
U.S. government and federal agency obligations
U.S. government and federal agency obligations	U.S. government and federal agency obligations	$	355,274	$	15,192	$	590,541	$	23,977	$	945,815	$	39,169
Government-sponsored enterprise obligations	Government-sponsored enterprise obligations	—		—		44,036		11,645		44,036		11,645
State and municipal obligations	State and municipal obligations	82,322		1,999		1,140,008		171,874		1,222,330		173,873
Mortgage and asset-backed securities:	Mortgage and asset-backed securities:
Agency mortgage-backed securities
Agency mortgage-backed securities
Agency mortgage-backed securities	Agency mortgage-backed securities	50,830		2,159		4,000,228		781,734		4,051,058		783,893
Non-agency mortgage-backed securities	Non-agency mortgage-backed securities	1,106		9		1,168,007		203,789		1,169,113		203,798
Asset-backed securities	Asset-backed securities	23,848		652		2,457,632		146,649		2,481,480		147,301
Total mortgage and asset-backed securities	Total mortgage and asset-backed securities	75,784		2,820		7,625,867		1,132,172		7,701,651		1,134,992
Other debt securities	Other debt securities	874		126		456,292		59,588		457,166		59,714
Total	Total	$	514,254	$	20,137	$	9,856,744	$	1,399,256	$	10,370,998	$	1,419,393
December 31, 2022
December 31, 2023
U.S. government and federal agency obligations
U.S. government and federal agency obligations
U.S. government and federal agency obligations	U.S. government and federal agency obligations	$	605,840	$	17,490	$	380,573	$	25,940	$	986,413	$	43,430
Government-sponsored enterprise obligations	Government-sponsored enterprise obligations	25,068		4,650		18,040		7,971		43,108		12,621
State and municipal obligations	State and municipal obligations	814,799		26,708		875,329		171,385		1,690,128		198,093
Mortgage and asset-backed securities:	Mortgage and asset-backed securities:
Agency mortgage-backed securities
Agency mortgage-backed securities
Agency mortgage-backed securities	Agency mortgage-backed securities	1,323,938		125,330		2,966,851		654,327		4,290,789		779,657
Non-agency mortgage-backed securities	Non-agency mortgage-backed securities	135,984		16,736		1,069,222		195,218		1,205,206		211,954
Asset-backed securities	Asset-backed securities	1,331,055		50,056		2,006,188		140,424		3,337,243		190,480
Total mortgage and asset-backed securities	Total mortgage and asset-backed securities	2,790,977		192,122		6,042,261		989,969		8,833,238		1,182,091
Other debt securities	Other debt securities	166,040		9,690		308,818		54,707		474,858		64,397
Total	Total	$	4,402,724	$	250,660	$	7,625,021	$	1,249,972	$	12,027,745	$	1,500,632

The entire available for sale debt portfolio included ~~$10.4~~$9.1 billion of securities that were in a loss position at ~~June 30, 2023,~~March 31, 2024, compared to ~~$12.0~~$9.6 billion at December 31, ~~2022.~~2023. The total amount of unrealized loss on these securities was ~~$1.4~~$1.2 billion at ~~June 30, 2023, a decrease~~March 31, 2024, an increase of ~~$81.2~~$27.1 million compared to the unrealized loss at December 31, ~~2022.~~2023. Securities with significant unrealized losses are discussed in the "Allowance for credit losses on available for sale debt securities" section above.

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For debt securities classified as available for sale, the following table shows the amortized cost, fair value, and allowance for credit losses of securities available for sale at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, and the corresponding amounts of gross unrealized gains and losses (pre-tax) in AOCI, by security type.


(In thousands)	(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value		(In thousands)	Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Allowance for Credit Losses	Fair Value
June 30, 2023
March 31, 2024
U.S. government and federal agency obligations
U.S. government and federal agency obligations
U.S. government and federal agency obligations	U.S. government and federal agency obligations	$	984,984	$	—	$	(39,169)	$	—	$	945,815
Government-sponsored enterprise obligations	Government-sponsored enterprise obligations	55,681		—		(11,645)		—		44,036
State and municipal obligations	State and municipal obligations	1,401,610		—		(173,873)		—		1,227,737
Mortgage and asset-backed securities:	Mortgage and asset-backed securities:
Agency mortgage-backed securities
Agency mortgage-backed securities
Agency mortgage-backed securities	Agency mortgage-backed securities	4,849,215		84		(783,893)		—		4,065,406
Non-agency mortgage-backed securities	Non-agency mortgage-backed securities	1,378,516		72		(203,798)		—		1,174,790
Asset-backed securities	Asset-backed securities	2,646,850		126		(147,301)		—		2,499,675
Total mortgage and asset-backed securities	Total mortgage and asset-backed securities	8,874,581		282		(1,134,992)		—		7,739,871
Other debt securities	Other debt securities	516,880		—		(59,714)		—		457,166
Total	Total	$	11,833,736	$	282	$	(1,419,393)	$	—	$	10,414,625
December 31, 2022
December 31, 2023
U.S. government and federal agency obligations
U.S. government and federal agency obligations
U.S. government and federal agency obligations	U.S. government and federal agency obligations	$	1,078,807	$	29	$	(43,430)	$	—	$	1,035,406
Government-sponsored enterprise obligations	Government-sponsored enterprise obligations	55,729		—		(12,621)		—		43,108
State and municipal obligations	State and municipal obligations	1,965,028		174		(198,093)		—		1,767,109
Mortgage and asset-backed securities:	Mortgage and asset-backed securities:
Agency mortgage-backed securities
Agency mortgage-backed securities
Agency mortgage-backed securities	Agency mortgage-backed securities	5,087,893		191		(779,657)		—		4,308,427
Non-agency mortgage-backed securities	Non-agency mortgage-backed securities	1,423,469		92		(211,954)		—		1,211,607
Asset-backed securities	Asset-backed securities	3,588,025		256		(190,480)		—		3,397,801
Total mortgage and asset-backed securities	Total mortgage and asset-backed securities	10,099,387		539		(1,182,091)		—		8,917,835
Other debt securities	Other debt securities	539,255		—		(64,397)		—		474,858
Total	Total	$	13,738,206	$	742	$	(1,500,632)	$	—	$	12,238,316

The following table presents proceeds from sales of securities and the components of investment securities gains and losses which have been recognized in earnings.

For the Six Months Ended June 30

For the Three Months Ended March 31

(In thousands)

2023

2022

(In thousands)

2024

2023

Proceeds from sales of securities:

Available for sale debt securities

1,101,782

51,948

Available for sale debt securities

Other investments

28,754

3,805

Total proceeds

1,130,536

55,753

Investment securities gains (losses), net:

Available for sale debt securities:

Gains realized on sales

143

—

Losses realized on sales

(8,587)

(9,582)

Equity securities:

Fair value adjustments, net

(690)

(1,023)

Other:

Gains realized on sales

879

Losses realized on sales

—

(4,313)

Gains realized on sales

Fair value adjustments, net

11,341

23,083

Total investment securities gains (losses), net

3,086

8,192

Net losses on investment securities for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 were mainly comprised of net losses of ~~$8.4~~$8.5 million on sales of available for sale securities, ~~and~~partially offset by net ~~losses~~gains in fair value of ~~$690~~$142 thousand on equity investments, ~~offset by~~net gains of $969 thousand on sales of private equity securities, and net gains in private equity securities due to ~~sales and~~ fair value adjustments of ~~$879 thousand and $11.3 million, respectively.~~$7.1 million.

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At ~~June 30, 2023,~~March 31, 2024, securities totaling ~~$8.1~~$6.6 billion in fair value were pledged to secure public fund deposits, securities sold under agreements to repurchase, trust funds, and borrowings at the FRB and FHLB, compared to ~~$4.7~~$7.5 billion at December 31, 2022. Securities pledged under agreements pursuant to which the collateral may be sold or re-pledged by the secured parties approximated $206.4 million, while the remaining securities were pledged under agreements pursuant to which the secured parties may not sell or re-pledge the collateral.2023. Except for obligations of ~~the U.S. Treasury and~~ various government-sponsored enterprises such as FNMA, FHLB and FHLMC, no investment in a single issuer exceeded 10% of stockholders’ equity.

4. Goodwill and Other Intangible Assets

The following table presents information about the Company's intangible assets which have estimable useful lives.


		June 30, 2023								December 31, 2022
	March 31, 2024																						March 31, 2024					December 31, 2023
(In thousands)	(In thousands)	Gross Carrying Amount		Accumulated Amortization		Valuation Allowance		Net Amount		Gross Carrying Amount		Accumulated Amortization		Valuation Allowance		Net Amount		(In thousands)	Gross Carrying Amount	Accumulated Amortization	Valuation Allowance	Net Amount		Gross Carrying Amount	Accumulated Amortization	Valuation Allowance	Net Amount
Amortizable intangible assets:	Amortizable intangible assets:
Core deposit premium	Core deposit premium	$	5,550	$	(4,977)	$	—	$	573	$	31,270	$	(30,565)	$	—	$	705
Core deposit premium
Core deposit premium
Mortgage servicing rights	Mortgage servicing rights	22,328		(11,835)		—		10,493		22,187		(11,258)		—		10,929
Total	Total	$	27,878	$	(16,812)	$	—	$	11,066	$	53,457	$	(41,823)	$	—	$	11,634

Aggregate amortization expense on intangible assets was ~~$353~~$331 thousand and ~~$501~~$356 thousand for the three month periods ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022, respectively, and $709 thousand and $1.1 million for the six month periods ended June 30, 2023 and 2022,~~ respectively. The following table shows the estimated annual amortization expense for the next five fiscal years. This expense is based on existing asset balances and the interest rate environment as of ~~June 30, 2023.~~March 31, 2024. The Company’s actual amortization expense in any given period may be different from the estimated amounts depending upon the acquisition of intangible assets, changes in mortgage interest rates, prepayment rates and other market conditions.


(In thousands)	(In thousands)
2023		$	1,388
2024
2024
2024	2024	1,276
2025	2025	1,130
2026	2026	988
2027	2027	851
2028

During the first quarter of 2023, the Company wrote off $25.7 million of core deposit intangible assets that were fully amortized. During the second quarter of 2023, the Company acquired L.J. Hart & Company, a municipal bond underwriter and advisor, and the acquisition resulted in goodwill of $7.5 million. Changes in the carrying amount of goodwill and other intangible assets for the ~~six~~three month period ended ~~June 30, 2023~~March 31, 2024 are as follows:


(In thousands)	(In thousands)	Goodwill		Easement		Core Deposit Premium		Mortgage Servicing Rights		(In thousands)	Goodwill	Easement	Core Deposit Premium	Mortgage Servicing Rights
Balance January 1, 2023		$	138,921	$	3,600	$	705	$	10,929
Acquisition		7,450		—		—		—
Balance January 1, 2024

Originations, net of disposals
Originations, net of disposals
Originations, net of disposals	Originations, net of disposals	—		—		—		141
Amortization	Amortization	—		—		(132)		(577)

Balance June 30, 2023		$	146,371	$	3,600	$	573	$	10,493
Balance March 31, 2024
Balance March 31, 2024
Balance March 31, 2024

Goodwill allocated to the Company’s operating segments at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 is shown below.


(In thousands)	(In thousands)	June 30, 2023		December 31, 2022		(In thousands)	March 31, 2024	December 31, 2023
Consumer segment	Consumer segment	$	70,721	$	70,721
Commercial segment	Commercial segment	74,904		67,454
Wealth segment	Wealth segment	746		746
Total goodwill	Total goodwill	$	146,371	$	138,921

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5. Guarantees

The Company, as a provider of financial services, routinely issues financial guarantees in the form of financial and performance standby letters of credit. Standby letters of credit are contingent commitments issued by the Company generally to guarantee the payment or performance obligation of a customer to a third party. While these represent a potential outlay by the Company, a significant amount of the commitments may expire without being drawn upon. The Company has recourse against the customer for any amount it is required to pay to a third party under a standby letter of credit. The letters of credit are subject to the same credit policies, underwriting standards and approval process as loans made by the Company. Most of the standby letters of credit are secured, and in the event of nonperformance by customers, the Company has rights to the underlying collateral, which could include commercial real estate, physical plant and property, inventory, receivables, cash and marketable securities.

Upon issuance of standby letters of credit, the Company recognizes a liability for the fair value of the obligation undertaken, which is estimated to be equivalent to the amount of fees received from the customer over the life of the agreement. At ~~June 30, 2023,~~March 31, 2024, that net liability was ~~$4.2~~$3.9 million, which will be accreted into income over the remaining life of the respective commitments. The contractual amount of these letters of credit, which represents the maximum potential future payments guaranteed by the Company, was ~~$601.2~~$634.5 million at ~~June 30, 2023.~~March 31, 2024.

The Company periodically enters into credit risk participation agreements (RPAs) as a guarantor to other financial institutions, in order to mitigate those institutions’ credit risk associated with interest rate swaps with third parties. The RPA stipulates that, in the event of default by the third party on the interest rate swap, the Company will reimburse a portion of the loss borne by the financial institution. These interest rate swaps are normally collateralized (generally with real property, inventories and equipment) by the third party, which limits the credit risk associated with the Company’s RPAs. The third parties usually have other borrowing relationships with the Company. The Company monitors overall borrower collateral and at ~~June 30, 2023,~~March 31, 2024, believes sufficient collateral is available to cover potential swap losses. The RPAs are carried at fair value throughout their term with all changes in fair value, including those due to a change in the third party’s creditworthiness, recorded in current earnings. The terms of the RPAs, which correspond to the terms of the underlying swaps, range from 2 years to 15 years. At ~~June 30, 2023,~~March 31, 2024, the fair value of the Company's guarantee liabilities for RPAs was ~~$88~~$106 thousand, and the notional amount of the underlying swaps was ~~$411.6~~$464.9 million. The maximum potential future payment guaranteed by the Company cannot be readily estimated but is dependent upon the fair value of the interest rate swaps at the time of default.

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6. Leases

The Company has net investments in direct financing and sales-type leases to commercial, industrial, and tax-exempt entities. These leases are included within business loans on the Company's consolidated balance sheets. The Company primarily leases various types of equipment, trucks and trailers, and office furniture and fixtures. Lease agreements may include options for the lessee to renew or purchase the leased equipment at the end of the lease term. The Company has elected to adopt the lease component expedient in which the lease and nonlease components are combined into the total lease receivable. The Company also leases office space to third parties, and these leases are classified as operating leases. The leases may include options to renew or expand the leased space, and currently the leases have remaining terms of ~~1 month~~3 months to 15 years.

The following table provides the components of lease income.


		For the Three Months Ended June 30				For the Six Months Ended June 30
		For the Three Months Ended March 31
		For the Three Months Ended March 31
		For the Three Months Ended March 31
(in thousands)
(in thousands)
(in thousands)	(in thousands)	2023		2022		2023		2022
Direct financing and sales-type leases	Direct financing and sales-type leases	$	7,541	$	5,114	$	14,296	$	10,361
Direct financing and sales-type leases
Direct financing and sales-type leases
Operating leases(a)
Operating leases(a)
Operating leases(a)	Operating leases(a)	3,483		2,158		5,816		4,342
Total lease income	Total lease income	$	11,024	$	7,272	$	20,112	$	14,703
Total lease income
Total lease income

(a) Includes rent from Tower Properties Company, a related party, of $19 thousand for both of the three month periods ended ~~June 30, 2023~~March 31, 2024 and ~~2022 and $38 thousand for both the six month periods ended June 30, 2023 and 2022.~~2023.

7. Pension

The amount of net pension cost is shown in the table below:


		For the Three Months Ended June 30				For the Six Months Ended June 30
		For the Three Months Ended March 31
		For the Three Months Ended March 31
		For the Three Months Ended March 31
(In thousands)
(In thousands)
(In thousands)	(In thousands)	2023		2022		2023		2022
Service cost	Service cost	$	116	$	131	$	232	$	263
Service cost
Service cost
Interest cost on projected benefit obligation
Interest cost on projected benefit obligation
Interest cost on projected benefit obligation	Interest cost on projected benefit obligation	1,157		665		2,315		1,330
Expected return on plan assets	Expected return on plan assets	(1,001)		(1,125)		(2,002)		(2,251)
Expected return on plan assets
Expected return on plan assets
Amortization of prior service cost
Amortization of prior service cost
Amortization of prior service cost	Amortization of prior service cost	(68)		(67)		(135)		(135)
Amortization of unrecognized net loss	Amortization of unrecognized net loss	427		497		854		995
Amortization of unrecognized net loss
Amortization of unrecognized net loss
Net periodic pension cost	Net periodic pension cost	$	631	$	101	$	1,264	$	202
Net periodic pension cost
Net periodic pension cost

All benefits accrued under the Company’s defined benefit pension plan have been frozen since January 1, 2011. During the first ~~six~~three months of ~~2023,~~2024, the Company made no funding contributions to its defined benefit pension plan and made minimal funding contributions to a supplemental executive retirement plan (the CERP), which carries no segregated assets.

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8. Common Stock *

Presented below is a summary of the components used to calculate basic and diluted income per share. The Company applies the two-class method of computing income per share, as nonvested share-based awards that pay nonforfeitable common stock dividends are considered securities which participate in undistributed earnings with common stock. The two-class method requires the calculation of separate income per share amounts for the nonvested share-based awards and for common stock. Income per share attributable to common stock is shown in the table below. Nonvested share-based awards are further discussed in Note 13.


		For the Three Months Ended June 30					For the Six Months Ended June 30
						For the Three Months Ended March 31
						For the Three Months Ended March 31
						For the Three Months Ended March 31
(In thousands, except per share data)	(In thousands, except per share data)	2023		2022			2023		2022		(In thousands, except per share data)	2024	2023
Basic income per common share:	Basic income per common share:
Net income attributable to Commerce Bancshares, Inc.
Net income attributable to Commerce Bancshares, Inc.
Net income attributable to Commerce Bancshares, Inc.	Net income attributable to Commerce Bancshares, Inc.	$	127,789	$	115,794		$	247,241	$	233,948
Less income allocated to nonvested restricted stock	Less income allocated to nonvested restricted stock	1,128		1,052			2,184		2,122
Net income allocated to common stock	Net income allocated to common stock	$	126,661	$	114,742		$	245,057	$	231,826
Weighted average common shares outstanding	Weighted average common shares outstanding	123,885		125,637			123,944		125,987
Basic income per common share	Basic income per common share	$	1.03	$	.92		$	1.98	$	1.84
Diluted income per common share:	Diluted income per common share:
Net income attributable to Commerce Bancshares, Inc.	Net income attributable to Commerce Bancshares, Inc.	$	127,789	$	115,794		$	247,241	$	233,948
Net income attributable to Commerce Bancshares, Inc.
Net income attributable to Commerce Bancshares, Inc.
Less income allocated to nonvested restricted stock	Less income allocated to nonvested restricted stock	1,128		1,050			2,182		2,118
Net income allocated to common stock	Net income allocated to common stock	$	126,661	$	114,744		$	245,059	$	231,830
Weighted average common shares outstanding	Weighted average common shares outstanding	123,885		125,637			123,944		125,987

Net effect of the assumed exercise of stock-based awards - based on the treasury stock method using the average market price for the respective periods	Net effect of the assumed exercise of stock-based awards - based on the treasury stock method using the average market price for the respective periods	122		279			188		293
Net effect of the assumed exercise of stock-based awards - based on the treasury stock method using the average market price for the respective periods
Net effect of the assumed exercise of stock-based awards - based on the treasury stock method using the average market price for the respective periods
Weighted average diluted common shares outstanding	Weighted average diluted common shares outstanding	124,007		125,916			124,132		126,280
Diluted income per common share	Diluted income per common share	$	1.02	$	.92		$	1.97	$	1.84

Unexercised stock appreciation rights of ~~427~~353 thousand and ~~177~~226 thousand for the three month periods ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022, respectively, and 264 thousand and 151 thousand for the six month periods ended June 30, 2023 and 2022,~~ respectively, were excluded from the computation of diluted income per common share because their inclusion would have been anti-dilutive.

In the Annual Meeting of the Shareholders, held on April 19, 2023, a proposal to increase the shares of the Company's common stock authorized for issuance under its articles of incorporation was approved. This approval increased the authorized shares from 140,000,000 to 190,000,000.

* All prior year share and per share amounts in this note have been restated for the 5% common stock dividend distributed in December ~~2022.~~2023.

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9. Accumulated Other Comprehensive Income

The table below shows the activity and accumulated balances for components of other comprehensive income. Information about unrealized gains and losses on securities can be found in Note 3, and information about unrealized gains and losses on cash flow hedge derivatives is located in Note 11.


		Unrealized Gains (Losses) on Securities (1)
				Unrealized Gains (Losses) on Securities (1)
		Unrealized Gains (Losses) on Securities (1)									Pension Loss	Unrealized Gains (Losses) on Cash Flow Hedge Derivatives (2)	Total Accumulated Other Comprehensive Income (Loss)
(In thousands)

Balance January 1, 2024

Balance January 1, 2024

Balance January 1, 2024

				Unrealized Gains (Losses) on Securities (1)		Pension Loss		Unrealized Gains (Losses) on Cash Flow Hedge Derivatives (2)		Total Accumulated Other Comprehensive Income (Loss)
(In thousands)
Other comprehensive income (loss) before reclassifications to current earnings
				Pension Loss		Unrealized Gains (Losses) on Cash Flow Hedge Derivatives (2)		Total Accumulated Other Comprehensive Income (Loss)
Balance January 1, 2023		$	(1,124,915)

Other comprehensive income (loss) before reclassifications to current earnings

Other comprehensive income (loss) before reclassifications to current earnings	Other comprehensive income (loss) before reclassifications to current earnings	72,335		—		(5,523)		66,812
Amounts reclassified to current earnings from accumulated other comprehensive income	Amounts reclassified to current earnings from accumulated other comprehensive income	8,444		719		(8,549)		614
Current period other comprehensive income (loss), before tax	Current period other comprehensive income (loss), before tax	80,779		719		(14,072)		67,426
Income tax (expense) benefit	Income tax (expense) benefit	(20,195)		(180)		3,518		(16,857)
Current period other comprehensive income (loss), net of tax	Current period other comprehensive income (loss), net of tax	60,584		539		(10,554)		50,569

Balance June 30, 2023		$	(1,064,331)	$	(16,647)	$	44,683	$	(1,036,295)
Balance January 1, 2022		$	23,174	$	(20,668)	$	74,574	$	77,080
Balance March 31, 2024
Balance March 31, 2024
Balance March 31, 2024
Balance January 1, 2023

Other comprehensive income (loss) before reclassifications to current earnings

Other comprehensive income (loss) before reclassifications to current earnings

Other comprehensive income (loss) before reclassifications to current earnings	Other comprehensive income (loss) before reclassifications to current earnings	(1,123,536)		—		—		(1,123,536)
Amounts reclassified to current earnings from accumulated other comprehensive income	Amounts reclassified to current earnings from accumulated other comprehensive income	9,582		860		(12,204)		(1,762)
Current period other comprehensive income (loss), before tax	Current period other comprehensive income (loss), before tax	(1,113,954)		860		(12,204)		(1,125,298)
Income tax (expense) benefit	Income tax (expense) benefit	278,488		(215)		3,051		281,324
Current period other comprehensive income (loss), net of tax	Current period other comprehensive income (loss), net of tax	(835,466)		645		(9,153)		(843,974)

Balance June 30, 2022		$	(812,292)	$	(20,023)	$	65,421	$	(766,894)
Balance March 31, 2023
Balance March 31, 2023
Balance March 31, 2023

(1) The pre-tax amounts reclassified from accumulated other comprehensive income to current earnings are included in "investment securities gains (losses), net" in the consolidated statements of income.

(2) The pre-tax amounts reclassified from accumulated other comprehensive income to current earnings are included in "interest and fees on loans" in the consolidated statements of income.

10. Segments

The Company segregates financial information for use in assessing its performance and allocating resources among three operating segments: Consumer, Commercial and Wealth. The Consumer segment consists of various consumer loan and deposit products offered through its retail branch network of approximately ~~145~~140 locations. This segment also includes indirect and other consumer loan financing businesses, along with debit and credit card loan and fee businesses. In order to reflect a change in the Company's management of its portfolio of residential mortgage loans that it retains, the Company began including those loans in the Consumer segment on January 1, 2023. These loans had previously been included in the Other/Elimination column. As a result of this change, approximately $1.9 billion of loans were reclassified from the Other/Elimination column into the Consumer segment, and prior periods presented below were restated to also reflect this change.

The Commercial segment provides corporate lending (including the Small Business Banking product line within the branch network), leasing, and international services, along with business and governmental deposit products and commercial cash management services. This segment also includes both merchant and commercial bank card products as well as the Capital Markets Group, which sells fixed income securities and provides securities safekeeping and accounting services to its business and correspondent bank customers. The Wealth segment provides traditional trust and estate planning, advisory and discretionary investment management, and brokerage services. This segment also provides various loan and deposit related services to its private banking customers.

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The following table presents selected financial information by segment and reconciliations of combined segment totals to consolidated totals. There were no material intersegment revenues between the three segments. Management periodically makes changes to methods of assigning costs and income to its business segments to better reflect operating results. If appropriate, these changes are reflected in prior year information presented below. Net interest income allocated among the segments prior to 2024 has been restated to reflect a funds transfer pricing methodology change implemented on January 1, 2024 for all deposit types, except certificates of deposit. The new methodology moves from a rolling pool to a profitability range methodology. The new methodology more accurately reflects the profitability of affected deposits relative to current rates and removes most interest rate risk from business segments.


(In thousands)	(In thousands)	Consumer		Commercial		Wealth		Segment Totals		Other/Elimination		Consolidated Totals
Three Months Ended June 30, 2023
(In thousands)
(In thousands)														Consumer	Commercial	Wealth	Other/Elimination	Consolidated Totals
Three Months Ended March 31, 2024
Net interest income
Net interest income
Net interest income	Net interest income	$	101,552	$	116,462	$	17,024	$	235,038	$	14,500	$	249,538
Provision for credit losses	Provision for credit losses	(6,430)		(90)		—		(6,520)		49		(6,471)
Non-interest income	Non-interest income	25,531		64,769		54,513		144,813		2,792		147,605
Investment securities gains (losses), net	Investment securities gains (losses), net	—		—		—		—		3,392		3,392
Non-interest expense	Non-interest expense	(83,431)		(98,427)		(40,472)		(222,330)		(5,281)		(227,611)
Income before income taxes	Income before income taxes	$	37,222	$	82,714	$	31,065	$	151,001	$	15,452	$	166,453
Six Months Ended June 30, 2023

Three Months Ended March 31, 2023

Three Months Ended March 31, 2023

Three Months Ended March 31, 2023
Net interest income	Net interest income	$	198,406	$	232,628	$	34,564	$	465,598	$	35,563	$	501,161
Provision for credit losses		(12,736)		(483)		(13)		(13,232)		(4,695)		(17,927)
Non-interest income		49,834		123,093		107,457		280,384		4,833		285,217
Investment securities gains (losses), net		—		—		—		—		3,086		3,086
Non-interest expense		(160,757)		(192,050)		(80,108)		(432,915)		(18,803)		(451,718)
Income before income taxes		$	74,747	$	163,188	$	61,900	$	299,835	$	19,984	$	319,819
Three Months Ended June 30, 2022
Net interest income
Net interest income	Net interest income	$	90,561	$	110,182	$	19,222	$	219,965	$	12,420	$	232,385
Provision for loan losses	Provision for loan losses	(3,910)		(63)		23		(3,950)		(3,212)		(7,162)
Non-interest income	Non-interest income	28,340		56,815		53,983		139,138		289		139,427
Investment securities gains (losses), net	Investment securities gains (losses), net	—		—		—		—		1,029		1,029
Non-interest expense	Non-interest expense	(77,629)		(91,316)		(36,491)		(205,436)		(8,069)		(213,505)
Income before income taxes	Income before income taxes	$	37,362	$	75,618	$	36,737	$	149,717	$	2,457	$	152,174
Six Months Ended June 30, 2022
Net interest income		$	177,379	$	219,135	$	38,091	$	434,605	$	6,566	$	441,171
Provision for credit losses		(8,413)		(145)		(3)		(8,561)		11,257		2,696
Non-interest income		54,755		110,466		107,189		272,410		(1,214)		271,196
Investment securities gains (losses), net		—		—		—		—		8,192		8,192
Non-interest expense		(152,453)		(180,822)		(72,779)		(406,054)		(13,099)		(419,153)
Income before income taxes		$	71,268	$	148,634	$	72,498	$	292,400	$	11,702	$	304,102

The information presented above was derived from the internal profitability reporting system used by management to monitor and manage the financial performance of the Company. This information is based on internal management accounting procedures and methods, which have been developed to reflect the underlying economics of the businesses. The methodologies are applied in connection with funds transfer pricing and assignment of overhead costs among segments. Funds transfer pricing was used in the determination of net interest income by assigning a standard cost (credit) for funds used (provided by) assets and liabilities based on their maturity, prepayment and/or repricing characteristics.

The 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 that relating to administrative functions, the investment securities portfolio, and the effect of certain expense allocations to the segments. The provision for credit losses in this category contains the difference between net loan charge-offs assigned directly to the segments and the recorded provision for credit loss expense. Included in this category’s net interest income are earnings of the investment portfolio, which are not allocated to a segment. ~~Additionally, interest expense on the Company's brokered deposits is included in this column, as the Company's brokered deposits are not allocated to a segment.~~

The performance measurement of the operating segments is based on the management structure of the Company and is not necessarily comparable with similar information for any other financial institution. The information is also not necessarily indicative of the segments' financial condition and results of operations if they were independent entities.

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11. Derivative Instruments

The notional amounts of the Company’s derivative instruments are shown in the table below. These contractual amounts, along with other terms of the derivative, are used to determine amounts to be exchanged between counterparties and are not a measure of loss exposure. With the exception of the interest rate floors (discussed below), the Company's derivative instruments are accounted for as free-standing derivatives, and changes in their fair value are recorded in current earnings.


(In thousands)	(In thousands)	June 30, 2023		December 31, 2022		(In thousands)	March 31, 2024	December 31, 2023
Interest rate swaps	Interest rate swaps	$	2,161,392	$	1,981,821
Interest rate floors	Interest rate floors	1,500,000		1,000,000
Interest rate caps	Interest rate caps	152,784		152,784
Credit risk participation agreements	Credit risk participation agreements	580,358		579,925
Foreign exchange contracts	Foreign exchange contracts	14,590		27,991
Mortgage loan commitments	Mortgage loan commitments	3,268		—

Mortgage loan forward sale contracts
Forward TBA contracts	Forward TBA contracts	4,000		—
Total notional amount	Total notional amount	$	4,416,392	$	3,742,521

The largest group of notional amounts relate to interest rate swap contracts sold to commercial customers who wish to modify their interest rate sensitivity. The customers are engaged in a variety of businesses, including real estate, manufacturing, retail product distribution, education, and retirement communities. These interest rate swap contracts with customers are offset by matching interest rate swap contracts purchased by the Company from other financial institutions (dealers). Contracts with dealers that require central clearing are novated to a clearing agency who becomes the Company's counterparty. Because of the matching terms of the offsetting contracts, in addition to collateral provisions which mitigate the impact of non-performance risk, changes in fair value subsequent to initial recognition have a minimal effect on earnings.

Many of the Company’s interest rate swap contracts with large financial institutions contain contingent features relating to debt ratings or capitalization levels. Under these provisions, if the Company’s debt rating falls below investment grade or if the Company ceases to be “well-capitalized” under risk-based capital guidelines, certain counterparties can require immediate and ongoing collateralization on interest rate swaps in net liability positions or instant settlement of the contracts. The Company maintains debt ratings and capital well above these minimum requirements.

As of ~~June 30, 2023,~~March 31, 2024, the Company ~~holds three~~held four interest rate floors ~~with a combined notional value of $1.5 billion~~indexed to 1-month SOFR to hedge the risk of declining interest rates on certain floating rate commercial loans. The ~~first floor was purchased during~~floors have a combined notional value of $2.0 billion and are forward-starting. Each of the ~~third quarter of 2022,~~four interest rate floors has a ~~purchased strike rate~~six-year term and a notional amount of ~~2.50%, is forward-starting beginning on January 1, 2024 and matures on January 1, 2030.~~$500.0 million. In the event that the index rate falls below zero, the maximum rate ~~spread~~that the Company can earn on the notional amount of each floor is limited to ~~2.50%. The second floor was purchased during~~ the ~~fourth quarter of 2022, has a purchased~~ strike ~~rate of 3.00%,~~rate. Information about the floors is ~~forward-starting beginning on April 1, 2024 and matures on April 1, 2030. In~~provided in the event that the index rate falls below zero, the maximum rate the Company can earn on the notional amount is limited to 3.00%. The third floor was purchased during the first quarter of 2023, has a purchased strike rate of 3.50%, is forward-starting beginning on July 1, 2024 and matures on July 1, 2030. In the event that the index rate falls below zero, the maximum rate the Company can earn on the notional amount is limited to 3.50%. table below.


Strike Rate		Effective Date	Maturity Date
3.50	%	July 1, 2024	July 1, 2030
3.25	%	November 1, 2024	November 1, 2030
3.00	%	March 1, 2025	March 1, 2031
2.75	%	July 1, 2025	July 1, 2031

The premium paid for ~~these~~the floors totaled ~~$61.7~~$90.2 million. ~~As of June 30, 2023, the~~The maximum length of time over which the Company is hedging its exposure to lower rates is approximately ~~6.5~~7 years. These interest rate floors qualified and were designated as cash flow hedges and were assessed for effectiveness using regression analysis. The change in the fair value of these interest rate floors is recorded in AOCI, net of the amortization of the premiums paid, which are recorded against interest and fees on loans in the consolidated statements of income. As of ~~June 30, 2023,~~March 31, 2024, net deferred losses on the interest rate floors totaled ~~$8.0~~$21.9 million (pre-tax) and were recorded in AOCI in the consolidated balance sheet. As of ~~June 30, 2023,~~March 31, 2024, it is expected that ~~$7.4~~$10.7 million (pre-tax) interest rate floor premium amortization will be reclassified from AOCI into earnings over the next 12 ~~months.~~months for the outstanding interest rate floors.

During the year ended December 31, 2020, the Company monetized three interest rate floors that were previously classified as cash flow hedges with a combined notional balance of $1.5 billion and an asset fair value of $163.2 million. As of ~~June 30, 2023,~~March 31,

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2024, the total realized gains on the monetized cash flow hedges remaining in AOCI was ~~$63.1~~$45.7 million (pre-tax), which will be reclassified into interest income over the next ~~3.5~~2.7 years. The estimated amount of net gains related to the cash flow hedges remaining in AOCI at ~~June 30, 2023~~March 31, 2024 that is expected to be reclassified into income within the next 12 months is ~~$23.0~~$21.7 million.

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The Company also contracts with other financial institutions, as a guarantor or beneficiary, to share credit risk associated with certain interest rate swaps through risk participation agreements. The Company’s risks and responsibilities as guarantor are further discussed in Note 5 on Guarantees. In addition, the Company enters into foreign exchange contracts, which are mainly comprised of contracts with customers to purchase or deliver specific foreign currencies at specific future dates.

Under its program to sell residential mortgage loans in the secondary market, the Company designates certain newly-originated residential mortgage loans as held for sale. Derivative instruments arising from this activity include mortgage loan commitments and forward loan sale contracts. Changes in the fair values of the loan commitments and funded loans prior to sale that are due to changes in interest rates are economically hedged with forward contracts to sell residential mortgage-backed securities in the to-be-announced (TBA) market. These forward TBA contracts are also considered to be derivatives and are settled in cash at the security settlement date. In late 2022, the Company temporarily paused sales of these loans and halted entering into the forward contracts, as lower demand for mortgage loans coupled with volatility in the TBA market made it difficult to effectively hedge the Company's mortgage loan production. The Company resumed sales during the first quarter of 2023.

The fair values of the Company's derivative instruments, whose notional amounts are listed above, are shown in the table below. Information about the valuation methods used to determine fair value is provided in Note 15 on Fair Value Measurements.

The Company's policy is to present its derivative assets and derivative liabilities on a gross basis inon its consolidated balance sheets, and these are reported in other assets and other liabilities. ~~Certain~~In prior years, certain collateral posted to and from the Company's clearing counterparty has been applied to the fair values of the cleared ~~swaps, such that at June 30, 2023 in the table below, the~~swap. There was no reduction to positive or negative fair values of cleared swaps ~~were reduced by $878 thousand. At~~at March 31, 2024 and December 31, ~~2022, positive fair values of cleared swaps were reduced by $27.8 million.~~2023.


		Asset Derivatives				Liability Derivatives					Asset Derivatives			Liability Derivatives
		June 30, 2023		Dec. 31, 2022		June 30, 2023		Dec. 31, 2022
	Mar. 31, 2024											Mar. 31, 2024	Dec. 31, 2023		Mar. 31, 2024	Dec. 31, 2023
(In thousands)	(In thousands)	Fair Value				Fair Value				(In thousands)	Fair Value			Fair Value
Derivatives designated as hedging instruments:	Derivatives designated as hedging instruments:
Interest rate floors	Interest rate floors	$	53,748	$	33,371	$	—	$	—
Interest rate floors
Interest rate floors
Total derivatives designated as hedging instruments	Total derivatives designated as hedging instruments	$	53,748	$	33,371	$	—	$	—
Derivative instruments not designated as hedging instruments:	Derivative instruments not designated as hedging instruments:
Interest rate swaps
Interest rate swaps
Interest rate swaps	Interest rate swaps	$	48,492	$	23,894	$	(49,370)	$	(51,742)
Interest rate caps	Interest rate caps	2,182		2,705		(2,182)		(2,705)
Credit risk participation agreements	Credit risk participation agreements	35		34		(88)		(119)
Foreign exchange contracts	Foreign exchange contracts	399		488		(358)		(418)
Mortgage loan commitments	Mortgage loan commitments	58		—		—		—

Mortgage loan forward sale contracts
Forward TBA contracts	Forward TBA contracts	22		—		—		—
Total derivatives not designated as hedging instruments	Total derivatives not designated as hedging instruments	$	51,188	$	27,121	$	(51,998)	$	(54,984)
Total	Total	$	104,936	$	60,492	$	(51,998)	$	(54,984)

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The Company made an election to exclude the initial premiums paid on the interest rate floors from the hedge effectiveness measurement. Those initial premiums are amortized over the periods between the premium payment month and the contract maturity month. The pre-tax effects of the gains and losses (both the included and excluded amounts for hedge effectiveness assessment) recognized in the other comprehensive income from the cash flow hedging instruments and the amounts reclassified from accumulated other comprehensive income into income (both included and excluded amounts for hedge effectiveness measurement) are shown in the table below.


		Amount of Gain or (Loss) Recognized in OCI						Location of Gain (Loss) Reclassified from AOCI into Income	Amount of Gain (Loss) Reclassified from AOCI into Income							Amount of Gain or (Loss) Recognized in OCI			Location of Gain (Loss) Reclassified from AOCI into Income	Amount of Gain (Loss) Reclassified from AOCI into Income

(In thousands)	(In thousands)	Total		Included Component		Excluded Component			Total		Included Component		Excluded Component
For the Three Months Ended June 30, 2023
(In thousands)
(In thousands)
(In thousands)
(In thousands)
(In thousands)
(In thousands)
(In thousands)
(In thousands)
(In thousands)
(In thousands)
(In thousands)
(In thousands)
(In thousands)
(In thousands)
(In thousands)
(In thousands)
(In thousands)
(In thousands)
(In thousands)
(In thousands)
(In thousands)
(In thousands)
(In thousands)
(In thousands)
(In thousands)
(In thousands)																Total	Included Component	Excluded Component			Total	Included Component	Excluded Component
For the Three Months Ended March 31, 2024															For the Three Months Ended March 31, 2024
Derivatives in cash flow hedging relationships:	Derivatives in cash flow hedging relationships:														Derivatives in cash flow hedging relationships:
Interest rate floors	Interest rate floors	$	(14,748)	$	—	$	(14,748)	Interest and fees on loans	$	4,165	$	7,455	$	(3,290)
Total	Total	$	(14,748)	$	—	$	(14,748)	Total	$	4,165	$	7,455	$	(3,290)
For the Six Months Ended June 30, 2023
For the Three Months Ended March 31, 2023

For the Three Months Ended March 31, 2023

For the Three Months Ended March 31, 2023
Derivatives in cash flow hedging relationships:	Derivatives in cash flow hedging relationships:														Derivatives in cash flow hedging relationships:
Interest rate floors	Interest rate floors	$	(5,523)	$	—	$	(5,523)	Interest and fees on loans	$	8,550	$	14,899	$	(6,349)
Total	Total	$	(5,523)	$	—	$	(5,523)	Total	$	8,550	$	14,899	$	(6,349)
For the Three Months Ended June 30, 2022															Derivatives in cash flow hedging relationships:
Interest rate floors		$	—	$	—	$	—	Interest and fees on loans	$	6,154	$	7,687	$	(1,533)
Total		$	—	$	—	$	—	Total	$	6,154	$	7,687	$	(1,533)
For the Six Months Ended June 30, 2022															Derivatives in cash flow hedging relationships:
Interest rate floors		$	—	$	—	$	—	Interest and fees on loans	$	12,204	$	15,253	$	(3,049)
Total		$	—	$	—	$	—	Total	$	12,204	$	15,253	$	(3,049)

The gain and loss recognized through various derivative instruments on the consolidated statements of income are shown in the table below.




		Location of Gain or (Loss) Recognized in Consolidated Statements of Income	Amount of Gain or (Loss) Recognized in Income on Derivatives								Location of Gain or (Loss) Recognized in Consolidated Statements of Income		Amount of Gain or (Loss) Recognized in Income on Derivatives
			For the Three Months Ended June 30				For the Six Months Ended June 30					For the Three Months Ended March 31
(In thousands)	(In thousands)		2023		2022		2023		2022		(In thousands)			2024	2023

Derivative instruments:	Derivative instruments:

Derivative instruments:

Derivative instruments:
Interest rate swaps	Interest rate swaps	Other non-interest income	$	1,873	$	870	$	2,496	$	1,682
Interest rate caps		Other non-interest income	—		—		—		16
Interest rate swaps
Interest rate swaps

Credit risk participation agreements
Credit risk participation agreements
Credit risk participation agreements	Credit risk participation agreements	Other non-interest income	3		(82)		(16)		(92)
Foreign exchange contracts	Foreign exchange contracts	Other non-interest income	(9)		14		(29)		—
Mortgage loan commitments	Mortgage loan commitments	Loan fees and sales	(19)		(49)		58		(534)
Mortgage loan forward sale contracts	Mortgage loan forward sale contracts	Loan fees and sales	1		(4)		—		(4)
Forward TBA contracts	Forward TBA contracts	Loan fees and sales	49		423		50		1,666
Total	Total		$	1,898	$	1,172	$	2,559	$	2,734

The following table shows the extent to which assets and liabilities relating to derivative instruments have been offset in the consolidated balance sheets. It also provides information about these instruments which are subject to an enforceable master netting arrangement, irrespective of whether they are offset, and the extent to which the instruments could potentially be offset. Also shown is collateral received or pledged in the form of other financial instruments, which is generally cash or marketable securities. The collateral amounts in this table are limited to the outstanding balances of the related asset or liability (after

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netting is applied); thus, amounts of excess collateral are not shown. Most of the derivatives in the following table were transacted under master netting arrangements that contain a conditional right of offset, such as close-out netting, upon default.

While the Company is party to master netting arrangements with most of its swap derivative counterparties, the Company does not offset derivative assets and liabilities under these agreements on its consolidated balance sheets. Collateral exchanged between the Company and dealer bank counterparties is generally subject to thresholds and transfer minimums, and usually consists of marketable securities. By contract, these may be sold or re-pledged by the secured party until recalled at a subsequent valuation date by the pledging party. For those swap transactions requiring central clearing, the Company posts cash or securities to its clearing agent. Collateral positions are valued daily, and adjustments to amounts received and pledged by the Company are made as appropriate to maintain proper collateralization for these transactions. Swap derivative transactions with customers are generally secured by rights to non-financial collateral, such as real and personal property, which is not shown in the table below.

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								Gross Amounts Not Offset in the Balance Sheet
							Gross Amounts Not Offset in the Balance Sheet
(In thousands)	(In thousands)	Gross Amount Recognized		Gross Amounts Offset in the Balance Sheet		Net Amounts Presented in the Balance Sheet		Financial Instruments Available for Offset		Collateral Received/ Pledged		Net Amount
June 30, 2023
(In thousands)
(In thousands)														Gross Amount Recognized	Gross Amounts Offset in the Balance Sheet	Net Amounts Presented in the Balance Sheet	Financial Instruments Available for Offset	Collateral Received/ Pledged	Net Amount
March 31, 2024
Assets:	Assets:
Assets:
Assets:
Derivatives subject to master netting agreements
Derivatives subject to master netting agreements
Derivatives subject to master netting agreements	Derivatives subject to master netting agreements	$	104,855	$	—	$	104,855	$	(746)	$	(100,290)	$	3,819
Derivatives not subject to master netting agreements	Derivatives not subject to master netting agreements	81		—		81
Total derivatives	Total derivatives	$	104,936	$	—	$	104,936
Total derivatives
Total derivatives
Liabilities:	Liabilities:
Liabilities:
Liabilities:
Derivatives subject to master netting agreements
Derivatives subject to master netting agreements
Derivatives subject to master netting agreements	Derivatives subject to master netting agreements	$	51,584	$	—	$	51,584	$	(746)	$	—	$	50,838
Derivatives not subject to master netting agreements	Derivatives not subject to master netting agreements	414		—		414
Total derivatives	Total derivatives	$	51,998	$	—	$	51,998
December 31, 2022
Total derivatives
Total derivatives
December 31, 2023
December 31, 2023
December 31, 2023
Assets:	Assets:
Assets:
Assets:
Derivatives subject to master netting agreements
Derivatives subject to master netting agreements
Derivatives subject to master netting agreements	Derivatives subject to master netting agreements	$	60,270	$	—	$	60,270	$	(1,007)	$	(56,816)	$	2,447
Derivatives not subject to master netting agreements	Derivatives not subject to master netting agreements	222		—		222
Total derivatives	Total derivatives	$	60,492	$	—	$	60,492
Total derivatives
Total derivatives
Liabilities:	Liabilities:
Liabilities:
Liabilities:
Derivatives subject to master netting agreements
Derivatives subject to master netting agreements
Derivatives subject to master netting agreements	Derivatives subject to master netting agreements	$	54,609	$	—	$	54,609	$	(1,007)	$	—	$	53,602
Derivatives not subject to master netting agreements	Derivatives not subject to master netting agreements	375		—		375
Total derivatives	Total derivatives	$	54,984	$	—	$	54,984
Total derivatives
Total derivatives

12. Resale and Repurchase Agreements

The Company regularly enters into resale and repurchase agreement transactions with other financial institutions and with its own customers. Resale and repurchase agreements are agreements to purchase/sell securities subject to an obligation to resell/repurchase the same or similar securities. They are accounted for as secured lending and collateralized borrowing (e.g. financing transactions), not as true sales and purchases of the underlying collateral securities. Some of the resale and repurchase agreements were transacted under master netting arrangements that contain a conditional right of offset, such as close-out netting, upon default. The security collateral accepted or pledged in resale and repurchase agreements with other financial institutions may be sold or re-pledged by the secured party, but is usually delivered to and held by third party trustees. The Company generally retains custody of securities pledged for repurchase agreements with its customers.

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The Company is party to agreements commonly known as collateral swaps. 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 the same principal amounts, inception dates, and maturity dates and have been offset against each other in the consolidated balance sheets, as permitted under the netting provisions of ASC 210-20-45. The collateral swaps totaled $200.0 million at June 30, 2023 and December 31, 2022. At June 30, 2023, the Company had posted collateral of $206.2 million in marketable securities, consisting of agency mortgage-backed bonds, and had accepted $209.7 million in agency mortgage-backed bonds.

The following table shows the extent to which resale agreement assets and repurchase agreement liabilities with the same counterparty have been offset on the consolidated balance sheets, in addition to the extent to which they could potentially be offset. Also shown is collateral received or pledged, which consists of marketable securities. The collateral amounts in the table are limited to the outstanding balances of the related asset or liability (after offsetting is applied); thus amounts of excess collateral are not shown.


								Gross Amounts Not Offset in the Balance Sheet
							Gross Amounts Not Offset in the Balance Sheet
(In thousands)	(In thousands)	Gross Amount Recognized		Gross Amounts Offset in the Balance Sheet		Net Amounts Presented in the Balance Sheet		Financial Instruments Available for Offset		Securities Collateral Received/Pledged		Unsecured Amount
June 30, 2023
(In thousands)
(In thousands)														Gross Amount Recognized	Gross Amounts Offset in the Balance Sheet	Net Amounts Presented in the Balance Sheet	Financial Instruments Available for Offset	Securities Collateral Received/Pledged	Unsecured Amount
March 31, 2024
Total resale agreements, subject to master netting arrangements
Total resale agreements, subject to master netting arrangements
Total resale agreements, subject to master netting arrangements	Total resale agreements, subject to master netting arrangements	$	1,025,000	$	(200,000)	$	825,000	$	—	$	(825,000)	$	—
Total repurchase agreements, subject to master netting arrangements	Total repurchase agreements, subject to master netting arrangements	2,566,621		(200,000)		2,366,621		—		(2,366,621)		—
December 31, 2022
December 31, 2023
Total resale agreements, subject to master netting arrangements
Total resale agreements, subject to master netting arrangements
Total resale agreements, subject to master netting arrangements	Total resale agreements, subject to master netting arrangements	$	1,025,000	$	(200,000)	$	825,000	$	—	$	(825,000)	$	—
Total repurchase agreements, subject to master netting arrangements	Total repurchase agreements, subject to master netting arrangements	2,881,874		(200,000)		2,681,874		—		(2,681,874)		—

The table below shows the remaining contractual maturities of repurchase agreements outstanding at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, in addition to the various types of marketable securities that have been pledged by the Company as collateral for these borrowings.


		Remaining Contractual Maturity of the Agreements
	Remaining Contractual Maturity of the Agreements
(In thousands)	(In thousands)	Overnight and continuous		Up to 90 days		Greater than 90 days		Total
June 30, 2023
(In thousands)
(In thousands)										Overnight and continuous	Up to 90 days	Greater than 90 days	Total
March 31, 2024
Repurchase agreements, secured by:
Repurchase agreements, secured by:
Repurchase agreements, secured by:	Repurchase agreements, secured by:
U.S. government and federal agency obligations	U.S. government and federal agency obligations	$	183,261	$	26,168	$	15,598	$	225,027
U.S. government and federal agency obligations
U.S. government and federal agency obligations
Government-sponsored enterprise obligations

Agency mortgage-backed securities
Agency mortgage-backed securities
Agency mortgage-backed securities	Agency mortgage-backed securities	1,574,674		3,826		212,204		1,790,704
Non-agency mortgage-backed securities	Non-agency mortgage-backed securities	11,348		—		—		11,348
Asset-backed securities	Asset-backed securities	537,606		—		—		537,606
Other debt securities	Other debt securities	1,936		—		—		1,936
Total repurchase agreements, gross amount recognized	Total repurchase agreements, gross amount recognized	$	2,308,825	$	29,994	$	227,802	$	2,566,621
December 31, 2022
December 31, 2023
Repurchase agreements, secured by:
Repurchase agreements, secured by:
Repurchase agreements, secured by:	Repurchase agreements, secured by:
U.S. government and federal agency obligations	U.S. government and federal agency obligations	$	488,053	$	26,928	$	12,460	$	527,441
U.S. government and federal agency obligations
U.S. government and federal agency obligations
Government-sponsored enterprise obligations

Agency mortgage-backed securities
Agency mortgage-backed securities
Agency mortgage-backed securities	Agency mortgage-backed securities	1,792,314		21,744		204,500		2,018,558
Non-agency mortgage-backed securities	Non-agency mortgage-backed securities	40,950		—		—		40,950
Asset-backed securities	Asset-backed securities	293,001		—		—		293,001
Other debt securities	Other debt securities	1,924		—		—		1,924
Total repurchase agreements, gross amount recognized	Total repurchase agreements, gross amount recognized	$	2,616,242	$	48,672	$	216,960	$	2,881,874

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13. Stock-Based Compensation

The Company issues stock-based compensation in the form of nonvested restricted stock and stock appreciation rights (SARs). Historically, most of the awards have been issued during the first quarter of each year. The stock-based compensation expense charged against income was ~~$3.9~~$4.3 million and ~~$4.2~~$4.4 million in the three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022 respectively, and $8.3 million and $8.4 million in the six months ended June 30, 2023 and 2022,~~ respectively.

Nonvested stock awards granted generally vest in 4 to 7 years and contain restrictions as to transferability, sale, pledging, or assigning, among others, prior to the end of the vesting period. Dividend and voting rights are conferred upon grant. A summary of the status of the Company’s nonvested share awards as of ~~June 30, 2023,~~March 31, 2024, and changes during the ~~six~~three month period then ended, is presented below.


		Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Nonvested at January 1, 2023		1,148,873	$58.20
Nonvested at January 1, 2024				Nonvested at January 1, 2024	1,166,335	$58.48
Granted	Granted	285,263	63.45	Granted	314,602	51.99	51.99
Vested	Vested	(304,068)	50.59	Vested	(235,194)	52.39	52.39
Forfeited	Forfeited	(20,526)	60.58	Forfeited	(11,342)	58.69	58.69

Nonvested at June 30, 2023		1,109,542	$61.59
Nonvested at March 31, 2024
Nonvested at March 31, 2024
Nonvested at March 31, 2024					1,234,401	$57.99

SARs are granted with exercise prices equal to the market price of the Company’s stock at the date of grant. SARs vest ratably over 4 years of continuous service and have contractual terms of 10 years. All SARs must be settled in stock under provisions of the plan. In determining compensation cost, the Black-Scholes option-pricing model is used to estimate the fair value of SARs on date of grant. The current year per share average fair value and the model assumptions are shown in the table below.


Weighted per share average fair value at grant date	$~~18.65~~14.88
Assumptions:
Dividend yield	~~1.6~~2.1	%
Volatility	~~27.9~~29.3	%
Risk-free interest rate	~~3.9~~4.2	%
Expected term	~~5.8~~6.0 years

A summary of SAR activity during the first ~~six~~three months of ~~2023~~2024 is presented below.

(Dollars in thousands, except per share data)

Rights

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term

Aggregate Intrinsic Value

(Dollars in thousands, except per share data)

Rights

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term

Aggregate Intrinsic Value

Outstanding at January 1, 2023

948,727

$46.82

Outstanding at January 1, 2024

Granted

89,829

65.64

Forfeited

(4,011)

63.35

Forfeited

Expired

(5,518)

51.82

Exercised

(45,006)

26.08

Outstanding at June 30, 2023

984,021

$49.39

5.3 years

$4,857

Exercised

Outstanding at March 31, 2024

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14. Revenue from Contracts with Customers

Revenue from contracts with customers, Accounting Standard Codification 606 ("ASC 606"), requires revenue recognition for the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, approximately ~~64%~~63% of the Company’s total revenue was comprised of net interest income, which is not within the scope of this guidance. Of the remaining revenue, those items that were subject to this guidance mainly included fees for bank card, trust, deposit account services and consumer brokerage services.

The following table disaggregates revenue from contracts with customers by major product line.


		Three Months Ended June 30				Six Months Ended June 30
		Three Months Ended March 31
		Three Months Ended March 31
		Three Months Ended March 31
(In thousands)
(In thousands)
(In thousands)	(In thousands)	2023		2022		2023		2022
Bank card transaction fees	Bank card transaction fees	$	49,725	$	43,873	$	96,379	$	85,918
Bank card transaction fees
Bank card transaction fees
Trust fees
Trust fees
Trust fees	Trust fees	47,265		46,792		92,593		94,603
Deposit account charges and other fees	Deposit account charges and other fees	22,633		25,564		44,385		47,871
Deposit account charges and other fees
Deposit account charges and other fees
Consumer brokerage services
Consumer brokerage services
Consumer brokerage services	Consumer brokerage services	4,677		5,068		9,762		9,514
Other non-interest income	Other non-interest income	9,486		10,750		17,825		15,245
Other non-interest income
Other non-interest income
Total non-interest income from contracts with customers
Total non-interest income from contracts with customers
Total non-interest income from contracts with customers	Total non-interest income from contracts with customers	133,786		132,047		260,944		253,151
Other non-interest income (1)	Other non-interest income (1)	13,819		7,380		24,273		18,045
Other non-interest income (1)
Other non-interest income (1)
Total non-interest income	Total non-interest income	$	147,605	$	139,427	$	285,217	$	271,196
Total non-interest income
Total non-interest income

(1) This revenue is not within the scope of ASC 606, and includes fees relating to ~~capital market~~bond trading activities, loan fees and sales, derivative instruments, standby letters of credit and various other transactions.

For bank card transaction fees, nearly all of debit and credit card fees are earned in the Consumer segment, while corporate card and merchant fees are earned in the Commercial segment. The Consumer and Commercial segments ~~contribute~~contributed approximately ~~33%~~31% and ~~67%~~69%, respectively, of the Company's deposit account charge revenue. All trust fees and nearly all consumer brokerage services income ~~are~~were earned in the Wealth segment.

The following table presents the opening and closing receivable balances for the ~~six~~three month periods ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ for the Company’s significant revenue from contracts with customers.


(In thousands)	(In thousands)	June 30, 2023		December 31, 2022		June 30, 2022		December 31, 2021		(In thousands)	March 31, 2024	December 31, 2023	March 31, 2023	December 31, 2022
Bank card transaction fees	Bank card transaction fees	$	16,321	$	17,254	$	14,598	$	16,424
Trust fees	Trust fees	1,984		2,038		1,975		2,222
Deposit account charges and other fees	Deposit account charges and other fees	6,488		6,631		6,898		6,702
Consumer brokerage services	Consumer brokerage services	637		949		678		391

For these revenue categories, none of the transaction price has been allocated to performance obligations that are unsatisfied as of the end of a reporting period.

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15. Fair Value Measurements

The Company uses fair value measurements to record fair value adjustments to certain financial and nonfinancial assets and liabilities and to determine fair value disclosures. Various financial instruments such as available for sale debt securities, equity securities, trading debt securities, certain investments relating to private equity activities, and derivatives are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets and liabilities on a nonrecurring basis, such as mortgage servicing rights and certain other investment securities. These nonrecurring fair value adjustments typically involve lower of cost or fair value accounting or write-downs of individual assets.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, the Company uses various valuation techniques and assumptions when estimating fair value. For accounting disclosure purposes, a three-level valuation hierarchy of fair value measurements has been established. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

•Level 1 – inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

•Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and inputs that are observable for the assets or liabilities, either directly or indirectly (such as interest rates, yield curves, and prepayment speeds).

•Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value. These may be internally developed, using the Company’s best information and assumptions that a market participant would consider.

The valuation methodologies for assets and liabilities measured at fair value on a recurring and non-recurring basis are described in the Fair Value Measurements note in the Company's ~~2022~~2023 Annual Report on Form 10-K. There have been no significant changes in these methodologies since then.

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Instruments Measured at Fair Value on a Recurring Basis

The table below presents the ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 carrying values of assets and liabilities measured at fair value on a recurring basis. There were no transfers among levels during the first ~~six~~three months of ~~2023~~2024 or the year ended December 31, ~~2022.~~2023.


				Fair Value Measurements Using
			Fair Value Measurements Using												Fair Value Measurements Using
(In thousands)	(In thousands)	Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		(In thousands)	Total Fair Value	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
June 30, 2023
March 31, 2024
Assets:
Assets:
Assets:	Assets:
Residential mortgage loans held for sale	Residential mortgage loans held for sale	$	1,566	$	—	$	1,566	$	—
Residential mortgage loans held for sale
Residential mortgage loans held for sale
Available for sale debt securities:	Available for sale debt securities:
U.S. government and federal agency obligations
U.S. government and federal agency obligations
U.S. government and federal agency obligations	U.S. government and federal agency obligations	945,815		945,815		—		—
Government-sponsored enterprise obligations	Government-sponsored enterprise obligations	44,036		—		44,036		—
State and municipal obligations	State and municipal obligations	1,227,737		—		1,226,817		920
Agency mortgage-backed securities	Agency mortgage-backed securities	4,065,406		—		4,065,406		—
Non-agency mortgage-backed securities	Non-agency mortgage-backed securities	1,174,790		—		1,174,790		—
Asset-backed securities	Asset-backed securities	2,499,675		—		2,499,675		—
Other debt securities	Other debt securities	457,166		—		457,166		—
Trading debt securities	Trading debt securities	29,412		—		29,412		—
Equity securities	Equity securities	5,520		5,520		—		—
Private equity investments	Private equity investments	172,732		—		—		172,732
Derivatives *	Derivatives *	104,936		—		104,843		93
Assets held in trust for deferred compensation plan	Assets held in trust for deferred compensation plan	19,482		19,482		—		—
Total assets	Total assets	10,748,273		970,817		9,603,711		173,745
Liabilities:	Liabilities:
Derivatives *	Derivatives *	51,998		—		51,910		88
Derivatives *
Derivatives *
Liabilities held in trust for deferred compensation plan	Liabilities held in trust for deferred compensation plan	19,482		19,482		—		—
Total liabilities	Total liabilities	$	71,480	$	19,482	$	51,910	$	88
December 31, 2022
December 31, 2023
Assets:
Assets:
Assets:	Assets:
Residential mortgage loans held for sale	Residential mortgage loans held for sale	$	—	$	—	$	—	$	—
Residential mortgage loans held for sale
Residential mortgage loans held for sale
Available for sale debt securities:	Available for sale debt securities:
U.S. government and federal agency obligations
U.S. government and federal agency obligations
U.S. government and federal agency obligations	U.S. government and federal agency obligations	1,035,406		1,035,406		—		—
Government-sponsored enterprise obligations	Government-sponsored enterprise obligations	43,108		—		43,108		—
State and municipal obligations	State and municipal obligations	1,767,109		—		1,765,268		1,841
Agency mortgage-backed securities	Agency mortgage-backed securities	4,308,427		—		4,308,427		—
Non-agency mortgage-backed securities	Non-agency mortgage-backed securities	1,211,607		—		1,211,607		—
Asset-backed securities	Asset-backed securities	3,397,801		—		3,397,801		—
Other debt securities	Other debt securities	474,858		—		474,858		—
Trading debt securities	Trading debt securities	43,523		—		43,523		—
Equity securities	Equity securities	6,210		6,210		—		—
Private equity investments	Private equity investments	178,127		—		—		178,127
Derivatives *	Derivatives *	60,492		—		60,458		34
Assets held in trust for deferred compensation plan	Assets held in trust for deferred compensation plan	17,856		17,856		—		—
Total assets	Total assets	12,544,524		1,059,472		11,305,050		180,002
Liabilities:	Liabilities:
Derivatives *	Derivatives *	54,984		—		54,865		119
Derivatives *
Derivatives *
Liabilities held in trust for deferred compensation plan	Liabilities held in trust for deferred compensation plan	17,856		17,856		—		—
Total liabilities	Total liabilities	$	72,840	$	17,856	$	54,865	$	119

* The fair value of each class of derivative is shown in Note 11.

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The changes in the Company's Level 3 assets and liabilities measured at fair value on a recurring basis are summarized as follows:

Fair Value Measurements Using
Significant Unobservable Inputs
(Level 3)

(In thousands)
State and Municipal Obligations
Private Equity
Investments
Derivatives Total
For the three months ended June 30, 2023
Balance March 31, 2023 $ 914 $ 163,418 $ (27) $ 164,305
Total gains or losses (realized/unrealized):
Included in earnings — 9,090 (16) 9,074
Included in other comprehensive income * 5 — — 5
Discount accretion 1 — — 1
Purchases of private equity investments — 224 — 224
Purchase of risk participation agreement — — 61 61
Sale of risk participation agreement — — (13) (13)
Balance June 30, 2023 $ 920 $ 172,732 $ 5 $ 173,657
Total gains or losses for the three months included in earnings attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2023 $ — $ 9,090 $ 61 $ 9,151
*Total gains or losses for the three months included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2023 $ 5 $ — $ — $ 5
For the six months ended June 30, 2023
Balance January 1, 2023 $ 1,841 $ 178,127 $ (85) $ 179,883
Total gains or losses (realized/unrealized):
Included in earnings — 11,341 42 11,383
Included in other comprehensive income * 31 — — 31
Investment securities called (1,000) — — (1,000)
Discount accretion 48 — — 48
Purchases of private equity investments — 10,756 — 10,756
Sale/pay down of private equity investments — (27,492) — (27,492)
Purchase of risk participation agreement — — 61 61
Sale of risk participation agreement — — (13) (13)
Balance June 30, 2023 $ 920 $ 172,732 $ 5 $ 173,657
Total gains or losses for the six months included in earnings attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2023 $ — $ 11,341 $ 42 $ 11,383
*Total gains or losses for the six months included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2023 $ 10 $ — $ — $ 10

~~Table of Contents~~

Fair Value Measurements Using
Significant Unobservable Inputs
(Level 3)

(In thousands)
State and Municipal Obligations
Private Equity
Investments
Derivatives Total
For the three months ended June 30, 2022
Balance March 31, 2022 $ 1,902 $ 153,411 $ 221 $ 155,534
Total gains or losses (realized/unrealized):
Included in earnings — 15,633 (131) 15,502
Included in other comprehensive income * (87) — — (87)
Discount accretion 1 — — 1
Purchases of private equity investments — 822 — 822
Sale/pay down of private equity investments — (8,095) — (8,095)
Purchase of risk participation agreement — — 314 314
Sale of risk participation agreement — — (250) (250)
Balance June 30, 2022 $ 1,816 $ 161,771 $ 154 $ 163,741
Total gains or losses for the three months included in earnings attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2022 $ — $ 15,633 $ 148 $ 15,781
*Total gains or losses for the three months included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2022 $ (87) $ — $ — $ (87)
For the six months ended June 30, 2022
Balance January 1, 2022 $ 1,984 $ 147,406 $ 571 $ 149,961
Total gains or losses (realized/unrealized):
Included in earnings — 23,083 (626) 22,457
Included in other comprehensive income * (170) — — (170)
Discount accretion 2 — — 2
Purchases of private equity investments — 1,122 — 1,122
Sale/pay down of private equity investments — (9,840) — (9,840)
Purchase of risk participation agreement — — 459 459
Sale of risk participation agreement — — (250) (250)
Balance June 30, 2022 $ 1,816 $ 161,771 $ 154 $ 163,741
Total gains or losses for the six months included in earnings attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2022 $ — $ 23,033 $ 136 $ 23,169
*Total gains or losses for the six months included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2022 $ (170) $ — $ — $ (170)


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
(In thousands)	State and Municipal Obligations		Private Equity Investments		Total
For the three months ended March 31, 2024
Balance January 1, 2024	$	947	$	176,667	$	177,614
Total gains or losses (realized/unrealized):
Included in earnings	—		7,100		7,100
Included in other comprehensive income *	9		—		9


Purchases of private equity investments	—		9,477		9,477
Sale/pay down of private equity investments	—		(9,400)		(9,400)
Capitalized interest/dividends	—		(138)		(138)


Balance at March 31, 2024	$	956	$	183,706	$	184,662
Total gains or losses for the three months included in earnings attributable to the change in unrealized gains or losses relating to assets still held at March 31, 2024	$	—	$	7,100	$	7,100
*Total gains or losses for the three months included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at March 31, 2024	$	9	$	—	$	9
For the three months ended March 31, 2023
Balance January 1, 2023	$	1,841	$	178,127	$	179,968
Total gains or losses (realized/unrealized):
Included in earnings	—		2,251		2,251
Included in other comprehensive income *	26		—		26
Investment securities called	(1,000)		—		(1,000)
Discount accretion	47		—		47
Purchases of private equity investments	—		10,532		10,532
Sale/pay down of private equity investments	—		(27,492)		(27,492)



Balance at March 31, 2023	$	914	$	163,418	$	164,332
Total gains or losses for the three months included in earnings attributable to the change in unrealized gains or losses relating to assets still held at March 31, 2023	$	—	$	2,251	$	2,251
*Total gains or losses for the three months included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at March 31, 2023	$	4	$	—	$	4

* Included in "net unrealized gains (losses) on available for sale debt securities" in the consolidated statements of comprehensive income.

~~Table of Contents~~

Gains and losses included in earnings for the Company's Level 3 assets and liabilities in the previous table are reported in the following line items in the consolidated statements of income:

(In thousands) Loan Fees and Sales Other Non-Interest Income Investment Securities Gains (Losses), Net Total
For the three months ended June 30, 2023
Total gains or losses included in earnings $ (19) $ 3 $ 9,090 $ 9,074
Change in unrealized gains or losses relating to assets still held at June 30, 2023 $ 58 $ 3 $ 9,090 $ 9,151
For the six months ended June 30, 2023
Total gains or losses included in earnings $ 58 $ (16) $ 11,341 $ 11,383
Change in unrealized gains or losses relating to assets still held at June 30, 2023 $ 58 $ (16) $ 11,341 $ 11,383
For the three months ended June 30, 2022
Total gains or losses included in earnings $ (49) $ (82) $ 15,633 $ 15,502
Change in unrealized gains or losses relating to assets still held at June 30, 2022 $ 230 $ (82) $ 15,633 $ 15,781
For the six months ended June 30, 2022
Total gains or losses included in earnings $ (534) $ (92) $ 23,083 $ 22,457
Change in unrealized gains or losses relating to assets still held at June 30, 2022 $ 230 $ (94) $ 23,033 $ 23,169


(In thousands)	Investment Securities Gains (Losses), Net
For the three months ended March 31, 2024
Total gains or losses included in earnings	$	7,100
Change in unrealized gains or losses relating to assets still held at March 31, 2024	$	7,100



For the three months ended March 31, 2023
Total gains or losses included in earnings	$	2,251
Change in unrealized gains or losses relating to assets still held at March 31, 2023	$	2,251

Table of Contents

Level 3 Inputs

The Company's ~~significant~~ Level 3 measurements at March 31, 2024, which employ unobservable inputs that are readily quantifiable, pertain to investments in portfolio concerns held by the Company's private equity ~~subsidiaries and held for sale residential mortgage loan commitments.~~subsidiaries. Information about these inputs is presented in the table below.

Quantitative Information about Level 3 Fair Value Measurements

Weighted

Quantitative Information about Level 3 Fair Value Measurements

Weighted

Valuation Technique

Unobservable Input

Range

Average*

Valuation Technique

Unobservable Input

Range

Average*

Private equity investments

Market comparable companies

EBITDA multiple

4.0

6.0

5.2

Mortgage loan commitments

Discounted cash flow

Probability of funding

64.5%

100.0%

81.2%

Embedded servicing value

.7%

1.5%

1.1%

Private equity investments

Market comparable companies

EBITDA multiple

3.5

6.0

5.1

* Unobservable inputs were weighted by the relative fair value of the instruments.

Instruments Measured at Fair Value on a Nonrecurring Basis

For assets measured at fair value on a nonrecurring basis during the first ~~six~~three months of ~~2023~~2024 and ~~2022,~~2023, and still held as of ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ the following table provides the adjustments to fair value recognized during the respective periods, the level of valuation inputs used to determine each adjustment, and the carrying value of the related individual assets or portfolios at ~~June 30, 2023~~March 31, 2024 and ~~2022.~~2023.

Fair Value Measurements Using
(In thousands)

Fair Value
Quoted Prices in Active Markets for Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Total Gains (Losses) Recognized During the Six Months Ended June 30
June 30, 2023
Collateral dependent loans $ 1,647 $ — $ — $ 1,647 $ 588
June 30, 2022
Mortgage servicing rights $ 11,407 $ — $ — $ 11,407 $ 304
Long- lived assets 484 — — 484 (965)


			Fair Value Measurements Using
(In thousands)	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Gains (Losses) Recognized During the Three Months Ended March 31
March 31, 2024
Collateral dependent loans	$	63	$	—	$	—	$	63	$	(32)





March 31, 2023
Collateral dependent loans	$	1,819	$	—	$	—	$	1,819	$	425

The Company's significant Level 3 measurements that are measured on a nonrecurring basis pertain to the Company's mortgage servicing rights retained on certain fixed rate personal real estate loan originations. Mortgage servicing rights are included in other intangible assets-net on the consolidated balance sheets, and information about these inputs at June 30, 2023 is presented in the table below.

~~Table of Contents~~

Quantitative Information about Level 3 Fair Value Measurements Weighted
Valuation Technique Unobservable Input Range Average*
Mortgage servicing rights Discounted cash flow Discount rate 9.51 % - 9.71 % 9.58 %
Prepayment speeds (CPR)* 6.43 % - 7.79 % 6.65 %
Loan servicing costs - annually per loan
    Performing loans $ 70 - $ 72 $ 71
    Delinquent loans $ 200 - $ 750
    Loans in foreclosure $ 1,000

*Ranges and weighted averages based on interest rate tranches.

The significant unobservable inputs used in the fair value measurement of the Company’s mortgage servicing rights are updated periodically for changes in market conditions. Actual rates may differ from our estimates. Increases in prepayment speed and discount rates negatively impact the fair value of our mortgage servicing rights.

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16. Fair Value of Financial Instruments

The carrying amounts and estimated fair values of financial instruments held by the Company are set forth below. Fair value estimates are made at a specific point in time based on relevant market information. They do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for many of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, risk characteristics and economic conditions. These estimates are subjective, involve uncertainties, and cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

The estimated fair values of the Company’s financial instruments and the classification of their fair value measurement within the valuation hierarchy are as follows at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022:~~2023:


		Carrying Amount			Estimated Fair Value at June 30, 2023
	Carrying Amount															Carrying Amount			Estimated Fair Value at March 31, 2024
(In thousands)			(In thousands)	Carrying Amount			Level 1		Level 2		Level 3		Total		(In thousands)		Level 1	Level 2	Level 3	Total
Financial Assets	Financial Assets
Loans:	Loans:
Loans:
Loans:
Business
Business
Business	Business	$	5,906,493				$	—	$	—	$	5,725,065	$	5,725,065
Real estate - construction and land	Real estate - construction and land	1,451,783			—		—		1,431,727		1,431,727
Real estate - business	Real estate - business	3,621,222			—		—		3,470,492		3,470,492
Real estate - personal	Real estate - personal	2,980,599			—		—		2,671,283		2,671,283
Consumer	Consumer	2,110,605			—		—		2,044,119		2,044,119
Revolving home equity	Revolving home equity	303,845			—		—		300,823		300,823
Consumer credit card	Consumer credit card	574,755			—		—		542,739		542,739
Overdrafts	Overdrafts	7,237			—		—		7,045		7,045
Total loans	Total loans	16,956,539			—		—		16,193,293		16,193,293
Loans held for sale	Loans held for sale	6,776			—		6,776		—		6,776

Investment securities	Investment securities	10,707,602			951,335		9,497,302		258,965		10,707,602
Federal funds sold		2,750			2,750		—		—		2,750

Investment securities

Investment securities

Securities purchased under agreements to resell
Securities purchased under agreements to resell
Securities purchased under agreements to resell	Securities purchased under agreements to resell	825,000			—		—		808,605		808,605
Interest earning deposits with banks	Interest earning deposits with banks	2,568,695			2,568,695		—		—		2,568,695
Cash and due from banks	Cash and due from banks	366,699			366,699		—		—		366,699
Derivative instruments	Derivative instruments	104,936			—		104,843		93		104,936
Assets held in trust for deferred compensation plan	Assets held in trust for deferred compensation plan	19,482			19,482		—		—		19,482
Total	Total	$	31,558,479		$	3,908,961	$	9,608,921	$	17,260,956	$	30,778,838
Financial Liabilities	Financial Liabilities
Non-interest bearing deposits
Non-interest bearing deposits
Non-interest bearing deposits	Non-interest bearing deposits	$	8,198,849		$	8,198,849	$	—	$	—	$	8,198,849
Savings, interest checking and money market deposits	Savings, interest checking and money market deposits	14,418,974			14,418,974		—		—		14,418,974
Certificates of deposit	Certificates of deposit	3,251,621			—		—		3,262,639		3,262,639
Federal funds purchased	Federal funds purchased	511,400			511,400		—		—		511,400
Securities sold under agreements to repurchase	Securities sold under agreements to repurchase	2,366,621			—		—		2,369,489		2,369,489
Other borrowings	Other borrowings	1,004,878			—		4,878		1,000,000		1,004,878
Derivative instruments	Derivative instruments	51,998			—		51,910		88		51,998
Liabilities held in trust for deferred compensation plan	Liabilities held in trust for deferred compensation plan	19,482			19,482		—		—		19,482
Total	Total	$	29,823,823		$	23,148,705	$	56,788	$	6,632,216	$	29,837,709

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		Carrying Amount			Estimated Fair Value at December 31, 2022
	Carrying Amount															Carrying Amount			Estimated Fair Value at December 31, 2023
(In thousands)			(In thousands)	Carrying Amount			Level 1		Level 2		Level 3		Total		(In thousands)		Level 1	Level 2		Level 3	Total
Financial Assets	Financial Assets
Loans:	Loans:
Loans:
Loans:
Business
Business
Business	Business	$	5,661,725				$	—	$	—	$	5,506,128	$	5,506,128
Real estate - construction and land	Real estate - construction and land	1,361,095			—		—		1,347,328		1,347,328
Real estate - business	Real estate - business	3,406,981			—		—		3,289,655		3,289,655
Real estate - personal	Real estate - personal	2,918,078			—		—		2,654,423		2,654,423
Consumer	Consumer	2,059,088			—		—		1,999,788		1,999,788
Revolving home equity	Revolving home equity	297,207			—		—		295,005		295,005
Consumer credit card	Consumer credit card	584,000			—		—		538,268		538,268
Overdrafts	Overdrafts	14,957			—		—		14,666		14,666
Total loans	Total loans	16,303,131			—		—		15,645,261		15,645,261
Loans held for sale	Loans held for sale	4,964			—		4,964		—		4,964

Investment securities	Investment securities	12,511,649			1,041,616		11,244,592		225,441		12,511,649

Investment securities

Investment securities
Federal funds sold	Federal funds sold	49,505			49,505		—		—		49,505
Securities purchased under agreements to resell	Securities purchased under agreements to resell	825,000			—		—		795,574		795,574
Interest earning deposits with banks	Interest earning deposits with banks	389,140			389,140		—		—		389,140
Cash and due from banks	Cash and due from banks	452,496			452,496		—		—		452,496
Derivative instruments	Derivative instruments	60,492			—		60,458		34		60,492
Assets held in trust for deferred compensation plan	Assets held in trust for deferred compensation plan	17,856			17,856		—		—		17,856
Total	Total	$	30,614,233		$	1,950,613	$	11,310,014	$	16,666,310	$	29,926,937
Financial Liabilities	Financial Liabilities
Non-interest bearing deposits	Non-interest bearing deposits	$	10,066,356		$	10,066,356	$	—	$	—	$	10,066,356
Non-interest bearing deposits
Non-interest bearing deposits
Savings, interest checking and money market deposits	Savings, interest checking and money market deposits	15,126,981			15,126,981		—		—		15,126,981
Certificates of deposit	Certificates of deposit	994,103			—		—		982,613		982,613
Federal funds purchased	Federal funds purchased	159,860			159,860		—		—		159,860
Securities sold under agreements to repurchase	Securities sold under agreements to repurchase	2,681,874			—		—		2,684,471		2,684,471
Other borrowings	Other borrowings	8,831			—		8,831		—		8,831
Derivative instruments	Derivative instruments	54,984			—		54,865		119		54,984
Liabilities held in trust for deferred compensation plan	Liabilities held in trust for deferred compensation plan	17,856			17,856		—		—		17,856
Total	Total	$	29,110,845		$	25,371,053	$	63,696	$	3,667,203	$	29,101,952

17. Legal and Regulatory Proceedings

The Company has various legal proceedings pending at ~~June 30, 2023,~~March 31, 2024, arising in the normal course of business. While some matters pending against the Company specify damages claimed by plaintiffs, others do not seek a specified amount of damages or are at early stages of the legal process. The Company records a loss accrual for all legal and regulatory matters for which it deems a loss is probable and can be reasonably estimated. Some matters, which are in the early stages, have not yet progressed to the point where a loss amount can be determined to be probable and estimable.

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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes and with the statistical information and financial data appearing in this report as well as the Company's ~~2022~~2023 Annual Report on Form 10-K. Results of operations for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 are not necessarily indicative of results to be attained for any other period.

Forward-Looking Information

This report may contain "forward-looking statements" that are subject to risks and uncertainties and include information about possible or assumed future results of operations. Many possible events or factors could affect the future financial results and performance of the Company. This could cause results or performance to differ materially from those expressed in the forward-looking statements. Words such as "expects", "anticipates", "believes", "estimates", variations of such words and other similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements. Readers should not rely solely on the forward-looking statements and should consider all uncertainties and risks discussed throughout this report. Forward-looking statements speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events. Such possible events or factors include: changes in economic conditions in the Company's market area, ~~the effects of the COVID-19 pandemic,~~ 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, competition with other entities that offer financial services, cybersecurity threats, and such other factors as discussed in Part I Item 1A - "Risk Factors" and Part II Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's ~~2022~~2023 Annual Report on Form 10-K. During the quarter ended ~~June 30, 2023,~~March 31, 2024, there were no material changes to the Risk Factors disclosed in the Company's ~~2022~~2023 Annual Report on Form 10-K.

Critical Accounting Estimates and Related Policies

The Company has identified certain 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 estimates and related policies are the Company's allowance for credit losses and fair value measurement policies. A discussion of these estimates and related policies can be found in the sections captioned "Critical Accounting Policies" and "Allowance for Credit Losses on Loans and Liability for Unfunded Lending Commitments" in Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's ~~2022~~2023 Annual Report on Form 10-K. There have been no changes in the Company's application of critical accounting policies since December 31, ~~2022.~~2023.

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Selected Financial Data


		Three Months Ended June 30							Six Months Ended June 30
								Three Months Ended March 31
								Three Months Ended March 31
								Three Months Ended March 31
		2023			2022				2023			2022						2024			2023
Per Share Data	Per Share Data
Net income per common share — basic
Net income per common share — basic
Net income per common share — basic	Net income per common share — basic	$	1.03		$	.92	*		$	1.98		$	1.84	*		$	.87		$	.91	*
Net income per common share — diluted	Net income per common share — diluted	1.02			.92		*		1.97			1.84		*	Net income per common share — diluted			.86			.91	.91	*
Cash dividends on common stock	Cash dividends on common stock	.270			.252		*		.540			.505		*	Cash dividends on common stock			.270			.257	.257	*
Book value per common share	Book value per common share								21.53			21.23		*	Book value per common share			22.70			20.49	20.49	*
Market price	Market price								48.70			62.52		*	Market price			53.20			55.57	55.57	*
Selected Ratios	Selected Ratios
(Based on average balance sheets)	(Based on average balance sheets)
(Based on average balance sheets)
(Based on average balance sheets)
Loans to deposits (1)
Loans to deposits (1)
Loans to deposits (1)	Loans to deposits (1)	66.15		%	53.93		%		65.57		%	52.91		%		69.87		%	64.99		%
Non-interest bearing deposits to total deposits	Non-interest bearing deposits to total deposits	32.63			39.02				34.35			39.18
Equity to loans (1)	Equity to loans (1)	16.35			18.41				16.05			20.10
Equity to deposits	Equity to deposits	10.81			9.93				10.52			10.63
Equity to total assets	Equity to total assets	8.29			8.37				8.26			8.82
Return on total assets	Return on total assets	1.56			1.36				1.55			1.35

Return on equity	Return on equity	18.81			16.29				18.78			15.28
Return on equity
Return on equity
(Based on end-of-period data)	(Based on end-of-period data)
Non-interest income to revenue (2)
Non-interest income to revenue (2)
Non-interest income to revenue (2)	Non-interest income to revenue (2)	37.17			37.50				36.27			38.07
Efficiency ratio (3)	Efficiency ratio (3)	57.22			57.29				57.35			58.72
Tier I common risk-based capital ratio	Tier I common risk-based capital ratio								14.75			13.95
Tier I risk-based capital ratio	Tier I risk-based capital ratio								14.75			13.95
Total risk-based capital ratio	Total risk-based capital ratio								15.53			14.64
Tangible common equity to tangible assets ratio (4)	Tangible common equity to tangible assets ratio (4)								7.70			7.56
Tier I leverage ratio	Tier I leverage ratio								10.46			9.45

* Restated for the 5% stock dividend distributed in December ~~2022.~~2023.

(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) 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 assists 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.

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.


		June 30
	March 31												March 31
(Dollars in thousands)	(Dollars in thousands)	2023			2022			(Dollars in thousands)	2024		2023
Total equity	Total equity	$	2,685,228		$	2,675,313
Less non-controlling interest	Less non-controlling interest	17,870			16,467

Less goodwill
Less goodwill
Less goodwill	Less goodwill	146,371			138,921
Less intangible assets*	Less intangible assets*	4,173			4,446
Total tangible common equity (a)	Total tangible common equity (a)	$	2,516,814		$	2,515,479
Total assets	Total assets	$	32,831,262		$	33,435,370
Less goodwill	Less goodwill	146,371			138,921
Less intangible assets*	Less intangible assets*	4,173			4,446
Total tangible assets (b)	Total tangible assets (b)	$	32,680,718		$	33,292,003
Tangible common equity to tangible assets ratio (a)/(b)	Tangible common equity to tangible assets ratio (a)/(b)	7.70		%	7.56		%	Tangible common equity to tangible assets ratio (a)/(b)	9.24	%	7.92	%

* Intangible assets other than mortgage servicing rights.

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Results of Operations

Summary




		Three Months Ended June 30						Six Months Ended June 30
(Dollars in thousands)	(Dollars in thousands)	2023		2022		% change			2023		2022		% change
(Dollars in thousands)
(Dollars in thousands)
Net interest income (expense)
Net interest income (expense)
Net interest income (expense)	Net interest income (expense)	$	249,538	$	232,385	7.4	%		$	501,161	$	441,171	13.6	%
Provision for credit losses	Provision for credit losses	(6,471)		(7,162)		9.6			(17,927)		2,696		764.9
Provision for credit losses
Provision for credit losses
Non-interest income
Non-interest income
Non-interest income	Non-interest income	147,605		139,427		5.9			285,217		271,196		5.2
Investment securities gains (losses), net	Investment securities gains (losses), net	3,392		1,029		N.M.			3,086		8,192		(62.3)
Investment securities gains (losses), net
Investment securities gains (losses), net
Non-interest expense
Non-interest expense
Non-interest expense	Non-interest expense	(227,611)		(213,505)		6.6			(451,718)		(419,153)		7.8
Income taxes	Income taxes	(35,990)		(32,021)		12.4			(68,803)		(63,923)		7.6
Income taxes
Income taxes
Non-controlling interest income (expense)	Non-controlling interest income (expense)	(2,674)		(4,359)		(38.7)			(3,775)		(6,231)		(39.4)
Non-controlling interest income (expense)
Non-controlling interest income (expense)
Net income attributable to Commerce Bancshares, Inc.
Net income attributable to Commerce Bancshares, Inc.
Net income attributable to Commerce Bancshares, Inc.	Net income attributable to Commerce Bancshares, Inc.	$	127,789	$	115,794	10.4	%		$	247,241	$	233,948	5.7	%

For the quarter ended ~~June 30, 2023,~~March 31, 2024, net income attributable to Commerce Bancshares, Inc. (net income) amounted to ~~$127.8~~$112.7 million, ~~an increase~~a decrease of ~~$12.0~~$6.8 million, or ~~10.4%~~5.7%, compared to the ~~second~~first quarter of the previous year. For the current quarter, the annualized return on average assets was ~~1.56%~~1.48%, the annualized return on average equity was ~~18.81%~~15.39%, and the efficiency ratio was ~~57.22%~~61.67%. Diluted earnings per common share was ~~$1.02~~$.86 per share in the current quarter, ~~an increase~~a decrease of ~~10.9%~~5.5% compared to ~~$0.92~~$.91 per share in the ~~second~~first quarter of ~~2022,~~2023, and increased ~~7.4%~~2.4% compared to ~~$0.95~~$.84 per share in the previous quarter.

Compared to the ~~second~~first quarter of last year, net interest income ~~increased $17.2~~decreased $2.6 million, or ~~7.4%~~1.0%, mainly due to ~~increases~~an increase in interest expense on interest bearing accounts of $55.7 million. This decrease was mainly offset by an increase in interest income on loans of $40.9 million, and ~~interest income on~~an increase in deposits with banks of ~~$98.8 million and $26.8 million, respectively. These increases were partly offset by an increase in deposits and borrowings interest expense of $93.4~~$17.1 million. The provision for credit losses decreased ~~$691 thousand,~~$6.7 million, or ~~9.6%~~58.2%, compared to the same quarter in the prior year. Non-interest income increased ~~$8.2~~$11.2 million, or ~~5.9%~~8.2%, compared to the ~~second~~first quarter of ~~2022,~~2023, mainly due to an increase in ~~net bank card~~trust fees and ~~letters of credit~~deposit account fees, partly offset by lower ~~deposit account charges.~~consumer brokerage services fees. Net ~~gains~~losses on investment securities totaled ~~$3.4 million~~$259 thousand in the current quarter compared to net ~~gains~~losses of ~~$1.0 million~~$306 thousand in the same quarter of last year. Net securities ~~gains~~losses in the current quarter primarily resulted from ~~gains~~losses of ~~$9.1~~$8.5 million related to the sales of available for sale debt securities, partly offset by $7.1 million of fair value adjustments on private equity investments ~~partly offset by $5.4 million of net losses realized~~and $969 thousand in gains on ~~the~~ sales of ~~available for sale debt securities.~~private equity investments. Non-interest expense increased ~~$14.1~~$21.6 million, or ~~6.6%, over the second quarter of 2022, mainly due to higher salaries and employee benefits expense and higher FDIC insurance expense.~~

Net income for the first six months of 2023 was $247.2 million, an increase of $13.3 million, or 5.7%, from the same period last year. Diluted earnings per common share was $1.97, an increase of 7.1% compared to $1.84 per share in the same period last year. For the first six months of 2023, the annualized return on average assets was 1.55%, the annualized return on average equity was 18.78%, and the efficiency ratio was 57.35%. Net interest income increased $60.0 million, or 13.6%, over the same period last year. This growth was largely due to an increase of $190.5 million in interest income on loans, partly offset by increases in interest expense on deposits and borrowings of $147.6 million. The provision for credit losses was $17.9 million for the first six months of 2023, compared to a recovery of $2.7 million in the same period last year. Non-interest income increased $14.0 million, or 5.2%, from the first six months of last year mainly due to higher bank card fees, cash sweep commission fees, and letters of credit fees. Non-interest expense increased $32.6 million, or 7.8%9.6%, over the first ~~six months~~quarter of ~~last year~~2023, mainly due to increases in salaries and employee benefits expense, data processing expense, Federal Deposit Insurance Corporation ("FDIC") insurance expense and ~~and higher FDIC insurance~~litigation settlement expense.

Table of Contents

Net Interest Income

The following table summarizes the changes in net interest income on a fully taxable-equivalent basis, by major category of interest earning assets and interest bearing liabilities, identifying changes related to volumes and rates. Changes not solely due to volume or rate changes are allocated to rate.

Analysis of Changes in Net Interest Income


		Three Months Ended March 31, 2024 vs. 2023
		Three Months Ended March 31, 2024 vs. 2023
		Three Months Ended March 31, 2024 vs. 2023

		Three Months Ended June 30, 2023 vs. 2022						Six Months Ended June 30, 2023 vs. 2022
		Change due to						Change due to
(In thousands)	(In thousands)	Average Volume		Average Rate		Total		Average Volume		Average Rate		Total
(In thousands)
(In thousands)
Interest income, fully taxable equivalent basis:
Interest income, fully taxable equivalent basis:
Interest income, fully taxable equivalent basis:	Interest income, fully taxable equivalent basis:
Loans:	Loans:
Loans:
Loans:
Business
Business
Business	Business	$	2,992	$	34,646	$	37,638	$	5,592	$	67,667	$	73,259
Real estate - construction and land	Real estate - construction and land	2,294		13,862		16,156		4,878		26,238		31,116
Real estate - construction and land
Real estate - construction and land
Real estate - business
Real estate - business
Real estate - business	Real estate - business	3,481		19,972		23,453		6,676		39,420		46,096
Real estate - personal	Real estate - personal	1,104		2,992		4,096		2,110		5,376		7,486
Real estate - personal
Real estate - personal
Consumer
Consumer
Consumer	Consumer	252		10,505		10,757		494		19,239		19,733
Revolving home equity	Revolving home equity	261		2,893		3,154		455		5,498		5,953
Revolving home equity
Revolving home equity
Consumer credit card
Consumer credit card
Consumer credit card	Consumer credit card	513		3,405		3,918		944		6,601		7,545
Overdrafts	Overdrafts	—		—		—		—		—		—
Overdrafts
Overdrafts
Total interest on loans
Total interest on loans
Total interest on loans	Total interest on loans	10,897		88,275		99,172		21,149		170,039		191,188
Loans held for sale	Loans held for sale	(33)		23		(10)		(61)		46		(15)
Loans held for sale
Loans held for sale
Investment securities:
Investment securities:
Investment securities:	Investment securities:
U.S. government and federal agency securities	U.S. government and federal agency securities	(1,028)		(3,900)		(4,928)		(922)		(8,185)		(9,107)
U.S. government and federal agency securities
U.S. government and federal agency securities
Government-sponsored enterprise obligations
Government-sponsored enterprise obligations
Government-sponsored enterprise obligations	Government-sponsored enterprise obligations	—		(1)		(1)		205		186		391
State and municipal obligations	State and municipal obligations	(3,404)		(976)		(4,380)		(4,999)		(1,095)		(6,094)
State and municipal obligations
State and municipal obligations
Mortgage-backed securities
Mortgage-backed securities
Mortgage-backed securities	Mortgage-backed securities	(4,178)		1,506		(2,672)		(8,408)		2,796		(5,612)
Asset-backed securities	Asset-backed securities	(4,073)		5,127		1,054		(5,879)		11,990		6,111
Asset-backed securities
Asset-backed securities
Other securities
Other securities
Other securities	Other securities	4,008		(8,868)		(4,860)		3,424		(7,230)		(3,806)
Total interest on investment securities	Total interest on investment securities	(8,675)		(7,112)		(15,787)		(16,579)		(1,538)		(18,117)
Total interest on investment securities
Total interest on investment securities
Federal funds sold
Federal funds sold
Federal funds sold	Federal funds sold	14		72		86		153		421		574
Securities purchased under agreements to resell	Securities purchased under agreements to resell	(2,256)		1,970		(286)		(5,052)		3,418		(1,634)
Securities purchased under agreements to resell
Securities purchased under agreements to resell
Interest earning deposits with banks
Interest earning deposits with banks
Interest earning deposits with banks	Interest earning deposits with banks	2,013		24,813		26,826		(685)		35,696		35,011
Total interest income	Total interest income	1,960		108,041		110,001		(1,075)		208,082		207,007
Total interest income
Total interest income
Interest expense:
Interest expense:
Interest expense:	Interest expense:
Deposits:	Deposits:
Deposits:
Deposits:
Savings
Savings
Savings	Savings	(9)		38		29		(11)		55		44
Interest checking and money market	Interest checking and money market	(594)		28,333		27,739		(682)		46,797		46,115
Interest checking and money market
Interest checking and money market
Certificates of deposit of less than $100,000
Certificates of deposit of less than $100,000
Certificates of deposit of less than $100,000	Certificates of deposit of less than $100,000	76		9,844		9,920		69		11,137		11,206
Certificates of deposit of $100,000 and over	Certificates of deposit of $100,000 and over	319		13,627		13,946		160		19,986		20,146
Certificates of deposit of $100,000 and over
Certificates of deposit of $100,000 and over
Total interest on deposits
Total interest on deposits
Total interest on deposits	Total interest on deposits	(208)		51,842		51,634		(464)		77,975		77,511
Federal funds purchased	Federal funds purchased	776		5,397		6,173		1,457		10,295		11,752
Federal funds purchased
Federal funds purchased
Securities sold under agreements to repurchase
Securities sold under agreements to repurchase
Securities sold under agreements to repurchase	Securities sold under agreements to repurchase	(62)		14,374		14,312		(230)		31,355		31,125
Other borrowings	Other borrowings	21,136		(1)		21,135		27,852		2		27,854
Other borrowings
Other borrowings
Total interest expense
Total interest expense
Total interest expense	Total interest expense	21,642		71,612		93,254		28,615		$	119,627	$	148,242
Net interest income, tax equivalent basis	Net interest income, tax equivalent basis	$	(19,682)	$	36,429	$	16,747	$	(29,690)	$	88,455	$	58,765
Net interest income, tax equivalent basis
Net interest income, tax equivalent basis

Net interest income in the ~~second~~first quarter of ~~2023~~2024 was ~~$249.5~~$249.0 million, ~~an increase~~a decrease of ~~$17.2~~$2.6 million ~~over~~from the ~~second~~first quarter of ~~2022.~~2023. On a fully taxable-equivalent (FTE) basis, net interest income totaled ~~$251.8~~$251.3 million in the ~~second~~first quarter of ~~2023, up $16.7~~2024, down $2.1 million ~~over~~from the same period last year and ~~down $1.7 million from~~up $765 thousand over the previous quarter. The ~~increase~~decrease in net interest income

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~~income~~ compared to the ~~second~~first quarter of ~~2022~~2023 was mainly due to higher deposit interest expense of $55.7 million and lower interest income earned on investment securities (FTE) of $5.8 million, partly offset by higher interest income earned on loans (FTE) of ~~$99.2~~$41.2 million ~~partly offset by higher~~and balances at the Federal Reserve of $17.1 million. The increase in deposit interest expense was mainly due to higher rates paid, while interest earned on ~~deposits and borrowings of $93.3 million.~~investment securities (FTE) declined mainly due to lower average balances. The increase in total interest earned on loans (FTE) was the result of higher loan yields on all loan products, especially commercial loans, many of which have variable rates, coupled with higher average ~~balances, while the increase in interest expense was mainly due to higher rates paid on deposits and borrowings.~~balances. The Company's net yield on earning assets (FTE) was ~~3.12%~~3.33% in the current quarter compared to ~~2.79%~~3.26% in the ~~second~~first quarter of ~~2022.~~2023.

Total interest income (FTE) increased ~~$110.0~~$49.6 million over the ~~second~~first quarter of ~~2022.~~2023. Interest income on loans (FTE) was ~~$242.7~~$266.2 million during the ~~second~~first quarter of ~~2023,~~2024, an increase of ~~$99.2~~$41.2 million, or ~~69.1%~~18.3%, over the same quarter last year. The increase in interest income over the same quarter of last year was primarily due to an increase of ~~212~~71 basis points in the average rate earned and growth of ~~$1.2 billion,~~$676.2 million, or ~~7.6%~~4.1%, in average loan balances. Most of the increase in interest income occurred in the business, business real estate and ~~construction~~consumer loan categories. The largest increase to interest income occurred in business loan interest, which grew ~~$37.6~~$14.6 million due to a ~~242~~76 basis point increase in the average rate earned, coupled with growth in average balances of ~~$372.2~~$217.4 million, or ~~6.9%~~3.84%. Business real estate loan interest income increased ~~$23.5~~$9.6 million due to an increase of ~~226~~61 basis points in the average rate earned and higher average balances of ~~$377.3~~$249.3 million, or ~~11.9%~~7.2%. ~~Construction~~Consumer loan interest income grew $6.1 million due to a 109 basis point increase in the average rate earned. In addition, construction and land loan interest income increased $5.3 million due to an increase of 107 basis points in the average rate earned and higher average loan balances of $61.7 million, or 4.4%. Personal real estate loan interest income grew ~~$16.2~~$3.7 million due to a ~~383~~34 basis point increase in the average rate earned and growth of ~~$224.9~~$97.4 million, or 18.4%, in average loan balances. In addition, consumer loan interest increased $10.8 million due to an increase of 201 basis points in the average rate earned, while consumer credit card loan increased $3.9 million mainly due to a 245 basis point increase in the average rate earned. Personal real estate loan interest income grew $4.1 million due to a 41 basis point increase in the average rate earned and growth of $135.4 million, or 4.8%3.3%, in average loan balances.

Interest income on investment securities (FTE) was ~~$74.6~~$66.7 million during the ~~second~~first quarter of ~~2023,~~2024, which was a decrease of ~~$15.8~~$5.8 million from the same quarter last year. The decrease in interest income occurred mainly in interest earned on asset-backed securities and state and municipal securities. Interest income earned on asset-backed securities declined $3.6 million due to a $1.1 billion, or 35.5%, decrease in average balances, partly offset by an increase of 38 basis points in the average rate earned. Interest income earned on state and municipal securities declined $3.5 million due to lower average balances of $462.9 million, or 25.8%, and a 29 basis point decrease in the average rate earned. Interest income earned on U.S. government and federal agency obligations ~~which~~ declined ~~$4.9 million~~$736 thousand due to a $247.4 million, or 22.5%, decrease in ~~inflation~~average balances, partly offset by an increase of 18 basis points in the average rate earned. Interest income onrelated to the Company's U.S. Treasury inflation-protected securities, ~~(TIPS). Interest income related to TIPS,~~ which is tied to the non-seasonally adjusted Consumer Price Index (CPI-U), decreased ~~$4.5 million~~$584 thousand from the same quarter last year. Interest income earned on state and municipal securities declined $4.4 million mainly due to a $593.9 million, or 27.9%, decrease in average balances. Interest income on other securities decreased $4.9 million, mainly due the receipt of $6.5 million in non-accrual interest on the sale of a private equity investment recorded in the second quarter of 2022. This increase was partly offset by an increase in the average balance of Federal Home Loan Bank (FHLB) stock. Interest income earned on mortgage-backed securities decreased ~~$2.7 million~~$742 thousand mainly due to a decline of ~~$842.0~~$552.1 million, or ~~11.8%~~8.6%, in the average balance. In addition, a ~~$1.7~~$2.0 million increase in premium amortization, reflecting slower forward prepayment speed estimates was recorded in the current ~~quarter,~~year, compared to a premium amortization adjustment increase of ~~$5.0 million~~$802 thousand in the prior year. ~~These decreases were partly offset by an increase of ten basis points in the average rate earned.~~ These decreases to interest income were partly offset by growth ~~of $1.1 million~~ in interest ~~earned~~income on ~~asset-backed~~other securities ~~due to an increase~~ of ~~73 basis points~~$3.2 million, mainly driven by dividend payments of $3.4 million from the Company's private equity investments in the first quarter of 2024. Additionally, the average rate earned ~~partly offset by lower average balances of $1.2 billion, or 30.0%.~~on investment securities during the three months ended March 31, 2024 increased 26 basis points over the same period in the prior year. The average balance of the total investment portfolio (excluding unrealized fair value adjustments on available for sale debt securities) was ~~$12.6~~$11.0 billion in the ~~second~~first quarter of ~~2023,~~2024, compared to ~~$15.4~~$13.5 billion in the ~~second~~first quarter of ~~2022.~~2023.

Interest income on securities purchased under agreements to resell decreased ~~$286 thousand~~$2.3 million from the same quarter last year, due to a decline of ~~$878.6~~$484.1 million in the average ~~balance, partly offset by an increase of 96 basis points in the average rate earned.~~balance. Interest income on balances at the Federal Reserve grew ~~$26.8~~$17.1 million due to an increase of ~~436~~81 basis points in the average rate earned and an increase of ~~$1.0~~$1.1 billion in the average balance invested.

The average fully taxable-equivalent yield on total interest earning assets was ~~4.34%~~4.78% in the ~~second~~first quarter of ~~2023,~~2024, up from ~~2.86%~~4.00% in the ~~second~~first quarter of ~~2022.~~2023.

Total interest expense increased ~~$93.3~~$51.7 million compared to the ~~second~~first quarter of ~~2022~~2023 due to ~~increases~~an increase of $55.7 million in interest expense ~~of $51.6 million~~ on interest bearing deposits, ~~and $41.6~~partly offset by a $3.9 million decrease in interest expense on borrowings. The increase in deposit interest expense resulted mainly from an increase of ~~$27.7~~$35.4 million in interest expense on interest checking and money market deposit accounts due to ~~an 87~~a 108 basis point increase in the average rate ~~paid, slightly offset by lower average balances of $1.9 billion, or 13.0%.~~paid. In addition, interest expense on certificates of deposit increased ~~$23.9~~$20.2 million mainly due to an increase of ~~361~~194 basis points in the average rate paid and an increase in average balances of ~~$1.5~~$1.3 billion. ~~A portion of this increase was due to brokered~~The overall rate paid on total deposits ~~added by~~increased 126 basis points over the ~~Company during the second~~same quarter ~~of 2023. The brokered deposits consist of short-term certificates of deposit less than $100 thousand, and $903.9 million were outstanding at June 30, 2023.~~last year. Interest ~~expense on borrowings was higher due to an increase of $14.3 million in interest~~ expense on customer repurchase agreements ~~resulting from an increase of 261 basis points in the average rate paid. Interest expense on federal funds purchased~~ increased ~~$6.2~~$3.9 million ~~mainly~~ due to a ~~427~~50 basis point increase in the average rate paid ~~while FHLB~~and a $93.2 million increase in the average balance. These increases to interest expense were partly offset by lower interest expense on other borrowings ~~increased $1.6 billion and resulted~~of $6.7 million due to a decrease of $550.0 million in average Federal Home Loan Bank (FHLB) borrowings. In addition, interest expense on federal funds purchased decreased $1.2 million mainly due to a $165.5 million decrease in the average balance, partly offset by an increase in the average rate paid of ~~$21.1 million in~~83 basis points. The

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~~interest expense. The~~ overall average rate incurred on all interest bearing liabilities was ~~1.87%~~2.21% and ~~.12%~~1.20% in the ~~second~~first quarters of 2024 and 2023, ~~and 2022,~~ respectively.

Net interest income (FTE) for the first six months of 2023 was $505.2 million compared to $446.4 million for the same period in 2022. For the first six months of 2023, the net interest margin was 3.18% compared to 2.62% for the same period in 2022.

Total interest income (FTE) for the first six months of 2023 increased $58.8 million over the same period last year mainly due to higher interest income on loans (FTE) and balances at the Federal Reserve, partly offset by higher interest expense on deposit and borrowings and lower interest income on investment securities (FTE). Loan interest income (FTE) increased $191.2 million, or 69.2%, due to a 207 basis point increase in the average rate earned and a $1.2 billion, or 7.7%, increase in average loan balances. Most of the increase occurred in the business, business real estate and construction loan categories, but interest income in all loan categories increased due to higher average rates earned and higher average loan balances. Interest income on investment securities (FTE) decreased $18.1 million due to a $2.3 billion decrease in average balances, slightly offset by a ten basis point increase in the average rate earned. Interest earned on U.S. government and federal agency obligations decreased $9.1 million, mainly due to lower TIPS interest income. Interest income earned on state and municipal securities declined $6.1 million mainly due to lower average balances and interest rates earned. Interest earned on mortgage-backed securities decreased $5.6 million due to lower average balances, partly offset by higher average rates earned, while interest on asset-backed securities increased $6.1 million due to higher average rates earned, partly offset by lower average balances. Interest income on securities purchased under agreements to resell decreased $1.6 million due to lower average balances, partly offset higher average rates earned. Interest income on balances at the Federal Reserve increased $35.0 million due to higher average rates earned.

Total interest expense for the first six months of 2023 increased $148.2 million compared to the same period last year. Interest expense on deposits increased $77.5 million, due to a 95 basis point increase in the average rate paid. Interest expense on borrowings increased $70.7 million, mainly due to higher rates paid on federal funds purchased and customer repurchase agreements and higher average balances of FHLB borrowings. The overall cost of total interest bearing liabilities increased to 1.55% compared to .09% in the same period last year.

Summaries of average assets and liabilities and the corresponding average rates earned/paid appear on the last page of this discussion.

Non-Interest Income




		Three Months Ended June 30						Increase (Decrease)				Six Months Ended June 30						Increase (Decrease)
(Dollars in thousands)	(Dollars in thousands)	2023			2022			Amount		% change		2023			2022			Amount		% change
(Dollars in thousands)
(Dollars in thousands)
Trust fees
Trust fees
Trust fees
Bank card transaction fees	Bank card transaction fees	$	49,725		$	43,873		$	5,852	13.3	%	$	96,379		$	85,918		$	10,461	12.2	%
Trust fees		47,265			46,792			473		1.0		92,593			94,603			(2,010)		(2.1)
Bank card transaction fees
Bank card transaction fees
Deposit account charges and other fees
Deposit account charges and other fees
Deposit account charges and other fees	Deposit account charges and other fees	22,633			25,564			(2,931)		(11.5)		44,385			47,871			(3,486)		(7.3)
Consumer brokerage services	Consumer brokerage services	4,677			5,068			(391)		(7.7)		9,762			9,514			248		2.6
Consumer brokerage services
Consumer brokerage services
Capital market fees
Capital market fees
Capital market fees	Capital market fees	2,539			3,327			(788)		(23.7)		5,901			7,452			(1,551)		(20.8)
Loan fees and sales	Loan fees and sales	2,735			3,246			(511)		(15.7)		5,324			7,481			(2,157)		(28.8)
Loan fees and sales
Loan fees and sales
Other
Other
Other	Other	18,031			11,557			6,474		56.0		30,873			18,357			12,516		68.2
Total non-interest income	Total non-interest income	$	147,605		$	139,427		$	8,178	5.9	%	$	285,217		$	271,196		$	14,021	5.2	%
Total non-interest income
Total non-interest income
Non-interest income as a % of total revenue*	Non-interest income as a % of total revenue*	37.2		%	37.5		%					36.3		%	38.1		%
Non-interest income as a % of total revenue*
Non-interest income as a % of total revenue*

* Total revenue includes net interest income and non-interest income.

The table below is a summary of net bank card transaction fees for the ~~six~~three month periods ended ~~June 30, 2023~~March 31, 2024 and ~~2022.~~2023.

Three Months Ended June 30 Six Months Ended June 30
(Dollars in thousands) 2023 2022 $ change % change 2023 2022 $ change % change
Net debit card fees $ 11,340 $ 10,533 $ 807 7.7 % $ 21,627 $ 20,085 $ 1,542 7.7 %
Net credit card fees 3,812 3,712 100 2.7 7,486 7,434 52 .7
Net merchant fees 5,359 4,934 425 8.6 10,710 9,914 796 8.0
Net corporate card fees 29,214 24,694 4,520 18.3 56,556 48,485 8,071 16.6
Total bank card transaction fees $ 49,725 $ 43,873 $ 5,852 13.3 % $ 96,379 $ 85,918 $ 10,461 12.2 %

~~Table of Contents~~


	Three Months Ended March 31
(Dollars in thousands)	2024		2023		$ change		% change
Net debit card fees	$	10,405	$	10,287	$	118	1.1	%
Net credit card fees	3,772		3,674		98		2.7
Net merchant fees	5,247		5,351		(104)		(1.9)
Net corporate card fees	27,506		27,342		164		.6
Total bank card transaction fees	$	46,930	$	46,654	$	276	.6	%

For the ~~second~~first quarter of ~~2023,~~2024, total non-interest income amounted to ~~$147.6~~$148.8 million compared to ~~$139.4~~$137.6 million in the same quarter last year, which was an increase of ~~$8.2~~$11.2 million, or ~~5.9%~~8.2%. The increase was mainly due to higher ~~net bank card~~trust fees, deposit account fees and ~~other income, partly offset by lower deposit account~~tax credit sales income. Trust fees increased $5.8 million, or 12.7%, mainly due to growth of $4.9 million in private client trust fees and $714 thousand in institutional trust fees. Bank card transaction fees for the current quarter grew ~~$5.9 million,~~$276 thousand, or ~~13.3%~~.6%, over the same period last year, mainly due to growth ~~of $4.5 million~~ in net corporate card fees and net debit card fees. The growth of $164 thousand in net corporate card fees was mainly due to higher interchange ~~income and lower~~fees, partly offset by higher rewards ~~and network~~ expense. ~~Debit~~Net debit card fees increased $118 thousand mainly due to lower network ~~expense, while merchant fees increased due to higher interchange fees.~~expense. Compared to the ~~second~~first quarter of last year, deposit account fees ~~decreased $2.9~~increased $2.4 million, or 11.5%, due to lower overdraft and return item fees. Trust fees increased $473 thousand due to higher private client trust fees, while consumer brokerage fees declined $391 thousand due to lower advisory and annuity fees. Capital market fees decreased $788 thousand, or 23.7% and loan fees and sales decreased $511 thousand, or 15.7%, mainly due to a decline in mortgage banking revenue. Other non-interest income increased $6.5 million, or 56.0%11.0%, mainly due to higher ~~letter of credit~~corporate cash management fees of ~~$2.9 million, swap~~$2.0 million. Consumer brokerage fees ~~of $1.1 million, cash sweep commissions of $855~~declined $677 thousand and a gain on the sale of real estate of $1.1 million recorded in the current quarter. In addition, an increase of $3.4 million in fair value adjustments was recorded on the Company's deferred compensation plan assets, which are held in a trust, recorded as both an asset and liability, and affect both other income and other expense. These increases were partly offset by a decrease in tax credit sales fees of $1.5 million and the receipt of a $2.2 million life insurance death benefit recorded in the second quarter of 2022.

~~Non-interest income for the first six months of 2023 was $285.2 million compared to $271.2 million in the first six months of 2023, which was an increase of $14.0 million, or 5.2%. The increase was~~ mainly due to ~~higher net bank card~~lower variable annuity fees, ~~and other~~while capital market fees increased $530 thousand, or 15.8%. Other non-interest income ~~partly offset by lower deposit account fees, trust fees and loan fees and sales. Bank card transaction fees for the current quarter grew $10.5~~increased $2.4 million, or ~~12.2%~~18.5%, ~~over the same period last year,~~ mainly due to growth of ~~$8.1~~$1.5 million in net corporate card fees. Trust fees increased $2.0 million, or 2.1%, mainly due to higher private client and institutional trust fees. Deposit account fees decreased $3.5 million, or 7.3%, mainly due to lower overdraft and return item fees, partly offset by higher corporate cash management fees and personal deposit account fees. Capital market fees decreased $1.6 million, or 20.8%, while loan fees and sales decreased $2.2 million mainly due to lower mortgage banking revenue. Other non-interest income increased $12.5 million, or 68.2%, mainly due to higher cash sweep commissions of $3.5 million, letter of credit fees of $2.8 million, the $1.1 million gain on the sale of real estate mentioned above and a write-down of $965 thousand on a branch location recorded in 2022. In addition, fair value adjustments on the Company's deferred compensation plan assets increased $5.4 million. These increases were partly offset by lower tax credit sales ~~fees of $1.7 million~~income and ~~income of $2.2 million from a life insurance death benefit recorded~~$731 thousand in ~~2022.~~

cash sweep commissions.

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Investment Securities Gains (Losses), Net


		Three Months Ended June 30				Six Months Ended June 30
		Three Months Ended March 31
		Three Months Ended March 31
		Three Months Ended March 31
(In thousands)	(In thousands)	2023		2022		2023		2022
(In thousands)
(In thousands)
Net gains (losses) on sales of available for sale debt securities
Net gains (losses) on sales of available for sale debt securities
Net gains (losses) on sales of available for sale debt securities	Net gains (losses) on sales of available for sale debt securities	$	(5,356)	$	(9,582)	$	(8,444)	$	(9,582)

Fair value adjustments on equity securities, net	Fair value adjustments on equity securities, net	(563)		(736)		(690)		(1,023)

Fair value adjustments on equity securities, net

Fair value adjustments on equity securities, net
Net gains (losses) on sales of private equity investments	Net gains (losses) on sales of private equity investments	221		(4,286)		879		(4,286)
Net gains (losses) on sales of private equity investments
Net gains (losses) on sales of private equity investments
Fair value adjustments on private equity investments
Fair value adjustments on private equity investments
Fair value adjustments on private equity investments	Fair value adjustments on private equity investments	9,090		15,633		11,341		23,083

Total investment securities gains (losses), net	Total investment securities gains (losses), net	$	3,392	$	1,029	$	3,086	$	8,192

Total investment securities gains (losses), net

Total investment securities gains (losses), net

Net gains and losses on investment securities, which were recognized in earnings during the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ are shown in the table above. Net securities ~~gains~~losses of ~~$3.4 million~~$259 thousand were reported in the ~~second~~first quarter of ~~2023,~~2024, compared to net ~~gains~~losses of ~~$1.0 million~~$306 thousand in the same period last year. The net ~~gains~~losses in the ~~second~~first quarter of ~~2023~~2024 were primarily comprised of ~~$9.1 million of net gains in fair value on the Company’s private equity investments, due to fair value adjustments, partially offset by~~ net losses of ~~$5.4~~$8.5 million realized on the sale of available for sale ~~securities.~~securities, mostly offset by net gains in fair value of $7.1 million and a gain of $969 thousand on the sale of an investment, both in the Company's private equity investment portfolio. The net ~~gains~~losses on investment securities for the same quarter last year were primarily comprised of ~~$15.6~~net losses of $3.1 million ~~of net gains in fair value~~realized on the ~~Company’s private equity investments, partially offset by losses of $9.6 million and $4.3 million on sales~~sale of available for sale securities, ~~and a private equity investment, respectively.~~

Net gains on investment securities of $3.1 million were recognized in earnings for the six months ended June 30, 2023, compared to net gains of $8.2 million for the same period in 2022. Net gains in the first half of 2023 were mainly comprised ofmostly offset by net gains in fair value of ~~$11.3~~$2.3 million ~~on private equity investments, due to fair value adjustments, partially offset by losses~~and a gain of ~~$8.4 million~~$658 thousand on sales of ~~available for sale securities. Net gains~~an investment, both in the ~~first half of 2022 were mainly comprised of net gains in fair value of $23.1 million on~~Company's private equity investments, offset by losses of $9.6 million on sales of available for sale securities, net losses of $4.3 million on sales of private equity investments, and net losses in fair value of $1.0 million on equity investments.investment portfolio. The portion of private equity activity attributable to minority interests is reported as non-controlling interest in the consolidated statements of income and resulted in expense of ~~$2.5~~$1.5 million during the first ~~six~~three months of ~~2023~~2024 and expense of ~~$3.8 million~~$582 thousand during the first ~~six~~three months of ~~2022.~~2023.

Non-Interest Expense




		Three Months Ended June 30				Increase (Decrease)				Six Months Ended June 30				Increase (Decrease)
(Dollars in thousands)	(Dollars in thousands)	2023		2022		Amount		% change		2023		2022		Amount		% change
(Dollars in thousands)
(Dollars in thousands)
Salaries and employee benefits
Salaries and employee benefits
Salaries and employee benefits	Salaries and employee benefits	$	145,429	$	142,243	$	3,186	2.2	%	$	289,802	$	278,196	$	11,606	4.2	%
Data processing and software	Data processing and software	28,719		27,635		1,084		3.9		56,873		54,651		2,222		4.1
Data processing and software
Data processing and software
Net occupancy	Net occupancy	12,995		12,503		492		3.9		25,754		24,799		955		3.9
Marketing		6,368		5,836		532		9.1		11,839		12,180		(341)		(2.8)
Net occupancy
Net occupancy
Deposit insurance
Deposit insurance
Deposit insurance
Equipment
Equipment
Equipment	Equipment	4,864		4,734		130		2.7		9,714		9,302		412		4.4
Supplies and communication	Supplies and communication	4,625		4,361		264		6.1		9,215		9,074		141		1.6
Supplies and communication
Supplies and communication
Marketing
Marketing
Marketing
Other
Other
Other	Other	24,611		16,193		8,418		52.0		48,521		30,951		17,570		56.8
Total non-interest expense	Total non-interest expense	$	227,611	$	213,505	$	14,106	6.6	%	$	451,718	$	419,153	$	32,565	7.8	%
Total non-interest expense
Total non-interest expense

Non-interest expense for the ~~second~~first quarter of ~~2023~~2024 amounted to ~~$227.6~~$245.7 million, an increase of ~~$14.1~~$21.6 million, or ~~6.6%~~9.6%, compared to expense of ~~$213.5~~$224.1 million in the ~~second~~first quarter of last year. The increase in expense over the same period last year was mainly due to litigation settlement expense as well as higher salaries and employee benefits expense, FDIC insurance expense and data processing and software expense, ~~and other non-interest~~partly offset by lower marketing expense. Salaries and employees benefits expense increased ~~$929 thousand,~~$7.4 million, or ~~.8%~~5.1%, mainly due to higher full-time salaries expense of ~~$6.9~~$5.8 million, or ~~7.6%~~6.2%, ~~partly offset by lower incentive compensation~~and higher employee benefits expense of ~~$5.7 million, largely the result of a $5.4 million accrual for special bonuses in 2022 that did not reoccur in 2023. Employee benefits expense totaled $25.7 million, reflecting growth of $2.3~~$1.3 million, or ~~11.4%, mainly due to higher healthcare expense.~~4.9%. Full-time equivalent employees totaled ~~4,680~~4,721 at ~~June 30, 2023,~~March 31, 2024, compared to ~~4,579~~4,636 at ~~June 30, 2022.~~March 31, 2023. Data processing and software expense increased ~~$1.1~~$3.0 million, or ~~3.9%~~10.7%, due to higher bank card processing fees and increased costs for service providers. Occupancy expense increased ~~$492~~$815 thousand, or ~~3.9%~~6.4%, mainly due to higher depreciation expense and real estate taxes, partly offset by higher rent ~~income. Marketing~~income, while marketing expense declined $1.4 million, or 26.2%. Deposit insurance increased $3.4 million, due to a $4.0 million accrual adjustment in the current quarter to the special assessment by the FDIC to replenish the Deposit Insurance Fund. Other non-interest expense increased ~~$532 thousand,~~$8.1 million, or ~~9.1%, and supplies and communication expense increased $264 thousand, or 6.1%~~42.0%, mainly due to higher postage expense. Other non-interest expense increased $8.4 million, or 52.0%, mainly due to higher deferred compensation adjustments (previously mentioned), FDIC insurance and travel and entertainmentlitigation settlement expense of ~~$3.4~~$10.0 million, ~~$1.8~~

~~Table~~net of ~~Contents~~

million and $797 thousand, respectively. Additionally, the Company recorded deconversion expense of $2.1 million relating to the transition of Commerce Financial Advisors support to LPL Financial's Institution Services platform.

Non-interest expense amounted to $451.7 million for the first six months of 2023, an increase of $32.6 million, or 7.8%, over the first six months of 2022. Salaries and benefits expense increased $11.6 million, or 4.2%, mainly due to higher full-time salaries expense, healthcare expense and payroll taxes, partly offset by a decrease in incentive compensation, mainly the special bonus accrual in 2022 mentioned above. Data processing and software expense increased $2.2 million, or 4.1%, due to increased costs for service providers and higher bank card processing fees. Occupancy expense increased $1.0 million, or 3.9%, mainly due to higher depreciation and utilities expense, partly offset by higher external rent income. Marketing expense decreased $341 thousand, or 2.8%, while equipment expense increased $412 thousand, or 4.4%, due to higher furniture and equipment service contracts and rental expense. Other non-interest expense increased $17.6 million, or 56.8%, mainly due to higher FDIC insurance expense, travel and entertainment expense, miscellaneous losses and pension plan expense, in addition to the previously mentioned deconversion costs of $2.1 million and the fair value equity adjustments of $5.4 million on the Company's deferred compensation plan assets.

insurance.

5651

Table of Contents

Provision and Allowance for Credit Losses on Loans and Liability for Unfunded Lending Commitments


		Three Months Ended						Six Months Ended June 30
		June 30, 2023		Mar. 31, 2023		June 30, 2022		2023		2022

(In thousands)
(In thousands)
(In thousands)
ALLOWANCE FOR CREDIT LOSSES ON LOANS
ALLOWANCE FOR CREDIT LOSSES ON LOANS
ALLOWANCE FOR CREDIT LOSSES ON LOANS	ALLOWANCE FOR CREDIT LOSSES ON LOANS

Balance at beginning of period	Balance at beginning of period	$	159,317	$	150,136	$	134,710	$	150,136	$	150,044

Balance at beginning of period

Balance at beginning of period
Provision for credit losses on loans
Provision for credit losses on loans
Provision for credit losses on loans	Provision for credit losses on loans	5,864		15,948		7,287		$	21,812	$	(3,399)
Net loan charge-offs (recoveries):	Net loan charge-offs (recoveries):
Net loan charge-offs (recoveries):
Net loan charge-offs (recoveries):
Commercial:
Commercial:
Commercial:	Commercial:
Business	Business	165		230		19		395		96
Business
Business
Real estate-construction and land
Real estate-construction and land
Real estate-construction and land	Real estate-construction and land	(115)		—		—		(115)		—
Real estate-business	Real estate-business	(5)		(4)		(1)		(9)		(8)
Real estate-business
Real estate-business
Commercial net loan charge-offs (recoveries)
Commercial net loan charge-offs (recoveries)
Commercial net loan charge-offs (recoveries)	Commercial net loan charge-offs (recoveries)	45		226		18		271		88
Personal Banking:	Personal Banking:
Personal Banking:
Personal Banking:
Real estate-personal
Real estate-personal
Real estate-personal	Real estate-personal	(6)		(11)		(41)		(17)		(19)
Consumer	Consumer	1,273		1,275		633		2,548		1,441
Consumer
Consumer
Revolving home equity
Revolving home equity
Revolving home equity	Revolving home equity	(20)		(26)		(14)		(46)		4
Consumer credit card	Consumer credit card	4,687		4,325		2,937		9,012		6,309
Consumer credit card
Consumer credit card
Overdrafts
Overdrafts
Overdrafts	Overdrafts	517		978		425		1,495		783
Personal banking net loan charge-offs (recoveries)	Personal banking net loan charge-offs (recoveries)	6,451		6,541		3,940		12,992		8,518
Personal banking net loan charge-offs (recoveries)
Personal banking net loan charge-offs (recoveries)
Total net loan charge-offs (recoveries)
Total net loan charge-offs (recoveries)
Total net loan charge-offs (recoveries)	Total net loan charge-offs (recoveries)	6,496		6,767		3,958		13,263		8,606
Balance at end of period	Balance at end of period	$	158,685	$	159,317	$	138,039	$	158,685	$	138,039
Balance at end of period
Balance at end of period
LIABILITY FOR UNFUNDED LENDING COMMITMENTS
LIABILITY FOR UNFUNDED LENDING COMMITMENTS
LIABILITY FOR UNFUNDED LENDING COMMITMENTS	LIABILITY FOR UNFUNDED LENDING COMMITMENTS

Balance at beginning of period	Balance at beginning of period	28,628		33,120		25,032		33,120		24,204

Balance at beginning of period

Balance at beginning of period
Provision for credit losses on unfunded lending commitments
Provision for credit losses on unfunded lending commitments
Provision for credit losses on unfunded lending commitments	Provision for credit losses on unfunded lending commitments	607		(4,492)		(125)		(3,885)		703
Balance at end of period	Balance at end of period	29,235		28,628		24,907		29,235		24,907
Balance at end of period
Balance at end of period
ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LIABILITY FOR UNFUNDED LENDING COMMITMENTS	ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LIABILITY FOR UNFUNDED LENDING COMMITMENTS	$	187,920	$	187,945	$	162,946	$	187,920	$	162,946
ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LIABILITY FOR UNFUNDED LENDING COMMITMENTS
ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LIABILITY FOR UNFUNDED LENDING COMMITMENTS


		Three Months Ended						Six Months Ended June 30
		June 30, 2023		Mar. 31, 2023		June 30, 2022		2023		2022

		Mar. 31, 2024
		Mar. 31, 2024
		Mar. 31, 2024
Annualized net loan charge-offs (recoveries)*:
Annualized net loan charge-offs (recoveries)*:
Annualized net loan charge-offs (recoveries)*:	Annualized net loan charge-offs (recoveries)*:
Commercial:	Commercial:
Commercial:
Commercial:
Business
Business
Business	Business	.01	%	.02	%	—	%	.01	%	—	%
Real estate-construction and land	Real estate-construction and land	(.03)		—		—		(.02)		—
Real estate-construction and land
Real estate-construction and land
Real estate-business
Real estate-business
Real estate-business	Real estate-business	—		—		—		—		—
Commercial net loan charge-offs (recoveries)	Commercial net loan charge-offs (recoveries)	—		.01		—		.01		—
Commercial net loan charge-offs (recoveries)
Commercial net loan charge-offs (recoveries)
Personal Banking:
Personal Banking:
Personal Banking:	Personal Banking:
Real estate-personal	Real estate-personal	—		—		(.01)		—		—
Real estate-personal
Real estate-personal
Consumer
Consumer
Consumer	Consumer	.24		.25		.12		.25		.14
Revolving home equity	Revolving home equity	(.03)		(.04)		(.02)		(.03)		—
Revolving home equity
Revolving home equity
Consumer credit card
Consumer credit card
Consumer credit card	Consumer credit card	3.38		3.15		2.19		3.27		2.36
Overdrafts	Overdrafts	44.79		89.15		30.86		66.40		29.50
Overdrafts
Overdrafts
Personal banking net loan charge-offs (recoveries)
Personal banking net loan charge-offs (recoveries)
Personal banking net loan charge-offs (recoveries)	Personal banking net loan charge-offs (recoveries)	.44		.45		.28		.44		.30
Total annualized net loan charge-offs (recoveries)	Total annualized net loan charge-offs (recoveries)	.16	%	.17	%	.10	%	.16	%	.11	%
Total annualized net loan charge-offs (recoveries)
Total annualized net loan charge-offs (recoveries)

* as a percentage of average loans (excluding loans held for sale)

5752

Table of Contents

To determine the amount of the allowance for credit losses on loans and the liability for unfunded lending commitments, the Company has an established process which assesses the risks and losses expected in its portfolios. This process provides an allowance based on estimates of allowances for pools of loans and unfunded lending commitments, as well as a second, smaller component based on certain individually evaluated loans and unfunded lending commitments. The Company's policies and processes for determining the allowance for credit losses on loans and the liability for unfunded lending commitments are discussed in Note 1 to the consolidated financial statements and in the "Allowance for Credit Losses" discussion within Critical Accounting Estimates and Related Policies in Item 7 of the ~~2022~~2023 Annual Report on Form 10-K.

Net loan charge-offs in the ~~second~~first quarter of ~~2023~~2024 amounted to ~~$6.5~~$8.9 million, compared to ~~$6.8~~$8.0 million in the prior quarter and ~~$4.0~~$6.8 million in the ~~second~~first quarter of last year. Compared to the same period last year, total net loan charge-offs in the ~~second~~first quarter of ~~2023~~2024 increased ~~$2.5~~$2.1 million and ~~decreased $271~~increased $858 thousand from the previous quarter. The increase over the prior year was mainly driven by increases in net charge-offs on consumer credit cards ~~consumer,~~ and ~~business~~consumer loans of ~~$1.8~~$2.1 million ~~$640 thousand,~~ and ~~$146~~$708 thousand, respectively. The ~~decrease~~increase from the previous quarter was driven by ~~decreases in net charge-offs on overdrafts and construction loans, partly offset by an~~the increase in net charge-offs on consumer credit ~~card~~cards and consumer loans.

For the three months ended ~~June 30, 2023,~~March 31, 2024, annualized net charge-offs on average consumer credit card loans were ~~3.38%~~4.60%, compared to ~~3.15%~~3.72% in the previous quarter and ~~2.19%~~3.15% in the same period last year. Consumer loan annualized net charge-offs in the current quarter amounted to ~~.24%~~.38%, compared to ~~.25%~~.36% in the prior quarter and ~~.12%~~.25% in the same period last year. In the ~~second~~first quarter of ~~2023~~2024, total annualized net loan charge-offs were ~~.16%~~.21%, compared to ~~.17%~~.19% in the previous quarter and ~~.10%~~.17% in the same period last year.

The provision for credit losses on loans was ~~$5.9~~$6.9 million in the current quarter, which was a ~~$10.1~~$1.2 million decrease from the ~~$15.9~~$8.2 million provision recorded in the prior quarter and a ~~$1.4~~$9.0 million decrease from the ~~$7.3~~$15.9 million provision recorded for the three months ended ~~June 30, 2022.~~March 31, 2023. The decrease in the provision from the prior quarter was due to ~~growth~~decline in the related allowance for credit losses on ~~loans experienced in the first quarter of 2023, which was not repeated in the second quarter.~~loans.

For the six months ended June 30, 2023, net loan charge-offs amounted to $13.3 million, compared to $8.6 million for the same period in the prior year. The increase in net loan charge-offs over the prior year was driven mainly by increases in consumer credit card and consumer loans and overdrafts. Annualized net charge-offs on consumer credit card loans totaled 3.27% and 2.36% for the six months ended June 30, 2023 and 2022, respectively. Consumer loan annualized net charge-offs were .25% and .14% in the six months ended June 30, 2023 and 2022, respectively, while annualized net charge-offs on overdrafts were 66.40% and 29.50% for the first half of 2023 and 2022, respectively. Total annualized net loan charge-offs were .16% and .11% for the six months ended June 30, 2023 and 2022, respectively.

For the six months ended June 30, 2023, the provision for credit losses on loans was $21.8 million, which was a $25.2 million increase over the $3.4 million benefit recorded in the same period last year. The increase in the provision over the prior year was dueCompared to the ~~buildup of the related~~ allowance for credit losses in the first six months of 2023 related to forecasting a future mild recession, while the first six months of 2022 experienced reductions in the related allowance for credit losses primarily related to the improving economic forecast at ~~that time.~~

~~For the six months ended June 30,~~December 31, 2023, the allowance for credit losses ~~on loans increased $8.5 million, compared to the allowance for credit losses on loans~~ at ~~December~~March 31, ~~2022. During the six months ended June 30, 2023, the~~2024 decreased $1.9 million. The allowance for credit losses on commercial loans ~~increased by $4.7~~at March 31, 2024 was $2.7 million lower than at December 31, 2023, while the allowance for credit losses related to personal banking loans, including consumer credit card loans, ~~increased $3.8 million. The increase~~ was ~~primarily the result of applying a slightly more pessimistic forecast compared to the forecast used~~$807 thousand higher at March 31, 2024 than at December 31, ~~2022, coupled with raising interest rates that extended the estimate lives of certain loan portfolios.~~2023. Compared to ~~June 30, 2022,~~March 31, 2023, the allowance for credit losses on loans at ~~June 30,~~March 31, 2024 increased $1.1 million. The decrease in the allowance for credit losses at March 31, 2024 compared to December 31, 2023 ~~increased $20.6 million, mainly due to~~was primarily the result of applying a less ~~optimistic~~pessimistic forecast ~~that reflected a future mild recession.~~at March 31, 2024 than was utilized at December 31, 2023. The allowance for credit losses on loans was ~~$158.7~~$160.5 million at ~~June 30, 2023~~March 31, 2024 and was ~~.94%~~.93%, ~~.92%~~.94% and ~~.88%~~.96% of total loans at ~~June 30, 2023,~~March 31, 2024, December 31, ~~2022~~2023 and ~~June 30, 2022,~~March 31, 2023, respectively.

In the current quarter, the provision for credit losses on unfunded lending commitments was ~~$607 thousand,~~a benefit of $2.2 million, compared to a benefit of ~~$125 thousand at June 30, 2022. For~~$4.5 million during the ~~six~~three months ended ~~June 30,~~March 31, 2023 and an expense of $2.3 million during the ~~provision for credit losses on unfunded commitments was a benefit of $3.9 million, compared to a provision of $703 thousand in the first six months of 2022.~~prior quarter. At ~~June 30, 2023,~~March 31, 2024, the liability for unfunded lending commitments was ~~$29.2~~$23.1 million, compared to ~~$33.1~~$25.2 million at December 31, ~~2022~~2023 and ~~$24.9~~$28.6 million at ~~June 30, 2022.~~March 31, 2023. The Company's unfunded lending commitments primarily relate to construction loans, and the Company's estimate for credit losses in its unfunded lending commitments utilizes the same model and forecast as its estimate for credit losses on loans. See Note 2 for further discussion of the model inputs utilized in the Company's estimate of credit losses.

~~Table of Contents~~

The Company considers the allowance for credit losses on loans and the liability for unfunded commitments adequate to cover losses expected in the loan portfolio, including unfunded commitments, at ~~June 30, 2023.~~March 31, 2024.

The allowance for credit losses on loans and the liability for unfunded lending commitments are estimates that require significant judgment including projections of the macro-economic environment. The Company utilizes a third-party macro-economic forecast that continuously changes due to economic conditions and events. These changes in the forecast cause fluctuations in the allowance for credit losses on loans and the liability for unfunded lending commitments. The Company uses judgment to assess the macro-economic forecast and internal loss data in estimating the allowance for credit losses on loans and the liability for unfunded lending commitments. These estimates are subject to periodic refinement based on changes in the underlying external and internal data.

Risk Elements of Loan Portfolio

The following table presents non-performing assets and loans which are past due 90 days and still accruing interest. Non-performing assets include non-accruing loans and foreclosed real estate. Loans are placed on non-accrual status when management does not expect to collect payments consistent with acceptable and agreed upon terms of repayment. Loans that

Table of Contents

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 personal banking loans that are exempt under regulatory rules from being classified as non-accrual.


(Dollars in thousands)	(Dollars in thousands)	June 30, 2023			December 31, 2022			(Dollars in thousands)	March 31, 2024		December 31, 2023

Non-accrual loans

Non-accrual loans

Non-accrual loans	Non-accrual loans	$	6,161		$	8,306
Foreclosed real estate	Foreclosed real estate	94			96
Total non-performing assets	Total non-performing assets	$	6,255		$	8,402
Non-performing assets as a percentage of total loans	Non-performing assets as a percentage of total loans	.04		%	.05		%	Non-performing assets as a percentage of total loans	.03	%	.04	%
Non-performing assets as a percentage of total assets	Non-performing assets as a percentage of total assets	.02		%	.03		%	Non-performing assets as a percentage of total assets	.02	%	.02	%

Total loans past due 90 days and still accruing interest	Total loans past due 90 days and still accruing interest	$	15,351		$	15,830

Total loans past due 90 days and still accruing interest

Total loans past due 90 days and still accruing interest

Non-accrual loans totaled ~~$6.2~~$5.8 million at ~~June 30, 2023,~~March 31, 2024, a decrease of ~~$2.1~~$1.5 million from the balance at December 31, ~~2022.~~2023. The decrease occurred mainly in business and personal real estate non-accrual loans, which decreased ~~$2.0 million.~~$2.6 million and $130 thousand, respectively. These decreases were partly offset by a $1.2 million increase in business real estate non-accrual loans. At ~~June 30, 2023,~~March 31, 2024, non-accrual loans were comprised of ~~business (76.8%~~revolving home equity (34.2%), personal real estate ~~(20.7%~~(26.3%), business real estate (21.6%), and business ~~real estate (2.5%~~(17.9%) loans. Foreclosed real estate totaled ~~$94~~$206 thousand at ~~June 30, 2023,~~March 31, 2024, a slight decrease compared to December 31, ~~2022.~~2023. Total loans past due 90 days or more and still accruing interest were ~~$15.4~~$20.3 million as of ~~June 30, 2023,~~March 31, 2024, a decrease of ~~$479 thousand~~$1.6 million from December 31, ~~2022.~~2023. 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 in 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 ~~$228.8~~$267.0 million at ~~June 30, 2023~~March 31, 2024 compared with ~~$259.7~~$216.4 million at December 31, ~~2022,~~2023, resulting in ~~a decrease~~an increase of ~~$30.9~~$50.6 million, or ~~11.9%~~23.4%.

(In thousands)

June 30, 2023

December 31, 2022

(In thousands)

March 31, 2024

December 31, 2023

Potential problem loans:

Business

62,100

29,455

Real estate – construction and land

4,100

47,493

Real estate – business

162,353

182,526

Real estate – personal

258

250

Total potential problem loans

228,811

259,724

Total potential problem loans

~~At June 30, 2023,~~When borrowers are experiencing financial difficulty, the Company ~~had $72.7~~may agree to modify the contractual terms of a loan to a borrower in order to assist the borrower in repaying principal and interest owed to the Company. At March 31, 2024, the Company held $32.9 million of loans that had been modified ~~to a borrower experiencing financial difficulty, and these~~during the three months ended March 31, 2024. These loans are further discussed in the "Modifications for borrowers experiencing financial difficulty" section in Note 2 to the consolidated financial statements.

~~Table of Contents~~

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. Additional information about the major types of loans in these categories and their risk features are provided below. Information based on loan-to-value (LTV) ratios was generally calculated with valuations at loan origination date. The Company normally obtains an updated appraisal or valuation at the time a loan is renewed or modified, or if the loan becomes significantly delinquent or is in the process of being foreclosed upon.

Table of Contents

Real Estate – Construction and Land Loans

The Company's portfolio of construction and land loans, as shown in the table below, amounted to ~~8.6%~~8.7% of total loans outstanding at ~~June 30, 2023.~~March 31, 2024. The largest component of construction and land loans was commercial construction, which increased ~~$96.1~~$29.5 million during the ~~six~~three months ended ~~June 30, 2023.~~March 31, 2024. At ~~June 30, 2023,~~March 31, 2024, multi-family residential construction loans totaled approximately ~~$370.3~~$392.1 million, or ~~30.4%~~31.3%, of the commercial construction loan portfolio, compared to ~~$303.5~~$414.6 million, or ~~27.0%~~33.9%, at December 31, ~~2022.~~2023.


(Dollars in thousands)	(Dollars in thousands)	June 30, 2023		% of Total		% of Total Loans		December 31, 2022		% of Total		% of Total Loans		(Dollars in thousands)	March 31, 2024		% of Total			% of Total Loans		December 31, 2023		% of Total			% of Total Loans
Commercial construction	Commercial construction	$	1,218,245	83.9	%	7.2	%	$	1,122,105	82.4	%	6.9	%	Commercial construction	$	1,252,414	83.6	83.6	%	7.2	%	$	1,222,961	84.5	84.5	%	7.1	%
Residential construction	Residential construction	134,012		9.2		.9		138,311		10.2		.8
Residential land and land development	Residential land and land development	57,541		4.0		.3		50,012		3.7		.3
Commercial land and land development	Commercial land and land development	41,985		2.9		.2		50,667		3.7		.3
Total real estate - construction and land loans	Total real estate - construction and land loans	$	1,451,783	100.0	%	8.6	%	$	1,361,095	100.0	%	8.3	%	Total real estate - construction and land loans	$	1,497,647	100.0	100.0	%	8.7	%	$	1,446,764	100.0	100.0	%	8.4	%

Real Estate – Business Loans

Total business real estate loans were ~~$3.6~~$3.7 billion at ~~June 30, 2023~~March 31, 2024 and comprised ~~21.4%~~21.5% 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. At ~~June 30, 2023, 31.7%~~March 31, 2024, 32.1% of business real estate loans were for owner-occupied real estate properties, which have historically resulted in lower net charge-off rates than non-owner-occupied commercial real estate loans.


(Dollars in thousands)	(Dollars in thousands)	June 30, 2023		% of Total		% of Total Loans		December 31, 2022		% of Total		% of Total Loans		(Dollars in thousands)	March 31, 2024		% of Total			% of Total Loans		December 31, 2023		% of Total			% of Total Loans
Owner-occupied	Owner-occupied	$	1,146,899	31.7	%	6.8	%	$	1,136,189	33.3	%	7.0	%	Owner-occupied	$	1,190,591	32.1	32.1	%	6.9	%	$	1,175,476	31.6	31.6	%	6.8	%
Industrial	Industrial	566,197		15.6		3.3		478,534		14.0		2.9
Office	Office	502,774		13.9		3.0		497,601		14.6		3.1
Retail	Retail	358,048		9.9		2.1		322,971		9.5		2.0
Multi-family	Multi-family	303,323		8.4		1.8		308,156		9.0		1.9
Hotels	Hotels	250,269		6.9		1.5		230,972		6.8		1.4
Farm	Farm	195,645		5.4		1.2		195,920		5.8		1.2
Senior living	Senior living	171,198		4.7		1.0		131,217		3.9		.8
Other	Other	126,869		3.5		.7		105,421		3.1		.6
Total real estate - business loans	Total real estate - business loans	$	3,621,222	100.0	%	21.4	%	$	3,406,981	100.0	%	20.9	%	Total real estate - business loans	$	3,711,602	100.0	100.0	%	21.5	%	$	3,719,306	100.0	100.0	%	21.6	%

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Information about the credit quality of the Company's business real estate loan portfolio as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 is provided in the table below.


(Dollars in thousands)	(Dollars in thousands)	Pass		Special Mention		Substandard		Non-Accrual		Total		(Dollars in thousands)	Pass	Special Mention	Substandard	Non-Accrual	Total
June 30, 2023
March 31, 2024
Owner-occupied
Owner-occupied
Owner-occupied	Owner-occupied	$	1,131,420	$	8,446	$	6,939	$	94	$	1,146,899
Industrial	Industrial	566,103		94		—		—		566,197
Office	Office	499,432		—		3,342		—		502,774
Retail	Retail	356,182		—		1,866		—		358,048
Multi-family	Multi-family	301,377		1,946		—		—		303,323
Hotels	Hotels	239,115		9,492		1,662		—		250,269
Farm	Farm	195,409		177		—		59		195,645
Senior living	Senior living	22,858		—		148,340		—		171,198
Other	Other	126,609		260		—		—		126,869
Total	Total	$	3,438,505	$	20,415	$	162,149	$	153	$	3,621,222
December 31, 2022
December 31, 2023
Owner-occupied
Owner-occupied
Owner-occupied	Owner-occupied	$	1,129,343	$	632	$	6,084	$	130	$	1,136,189
Industrial	Industrial	478,534		—		—		—		478,534
Office	Office	494,169		3,432		—		—		497,601
Retail	Retail	321,041		—		1,930		—		322,971
Hotels
Multi-family	Multi-family	286,202		1,975		19,979		—		308,156
Hotels		174,558		9,725		46,689		—		230,972
Farm	Farm	195,685		177		—		58		195,920
Senior living	Senior living	23,514		—		107,702		1		131,217
Other	Other	105,144		277		—		—		105,421
Total	Total	$	3,208,190	$	16,218	$	182,384	$	189	$	3,406,981

Revolving Home Equity Loans

The Company had ~~$303.8~~$322.5 million in revolving home equity loans at ~~June 30, 2023~~March 31, 2024 that were ~~generally~~ collateralized by residential real estate. Most of these loans ~~(91.0%~~(92.0%) 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 of ~~June 30, 2023,~~March 31, 2024, the outstanding principal of loans with an original LTV higher than 80% was ~~$33.8~~$32.2 million, or ~~11.1%~~10.0% of the portfolio, compared to ~~$32.4~~$32.3 million as of December 31, ~~2022.~~2023. Total revolving home equity loan balances over 30 days past due were ~~$3.5~~$3.8 million at ~~June 30, 2023~~March 31, 2024 and ~~$1.9~~$4.4 million at December 31, ~~2022,~~2023, and ~~there were no~~the outstanding balance of revolving home equity loans on non-accrual status was $2.0 million at ~~June 30, 2023 or~~both March 31, 2024 and December 31, ~~2022.~~2023. The weighted average FICO score for the total ~~current~~ portfolio balance at March 31, 2024 is ~~788.~~783. 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 convert the outstanding balance to an amortizing loan. If criteria are not met, amortization is required, or the borrower may pay off the loan. During the remainder of ~~2023~~2024 through ~~2025,~~2026, approximately ~~15%~~16% of the Company's current outstanding balances are expected to mature. Of these balances, approximately ~~87%~~84% have a FICO score of 700 or higher. 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.

Consumer Loans

Within the consumer loan portfolio are several direct and indirect product lines, which include loans for the purchase of automobiles, motorcycles, marine and RVs. Auto loans comprised ~~39.3%~~39.0% of the consumer loan portfolio at ~~June 30, 2023,~~March 31, 2024, and outstanding balances for auto loans were ~~$829.7~~$826.8 million and ~~$798.6~~$820.3 million at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively. The balances over 30 days past due amounted to ~~$8.2~~$8.5 million at ~~June 30, 2023~~March 31, 2024 and ~~$9.9~~$9.5 million at December 31, ~~2022,~~2023, respectively, and comprised 1.0% of the outstanding balances of these loans at ~~June 30, 2023~~March 31, 2024 and 1.2% at December 31, ~~2022,~~2023, respectively. For the ~~six~~three months ended ~~June 30, 2023, $210.1~~March 31, 2024, $101.2 million of new auto loans were originated, compared to ~~$153.5~~$120.0 million during the first ~~six~~three months of ~~2022.~~2023. At ~~June 30, 2023,~~March 31, 2024, the automobile loan portfolio had a weighted average FICO score of ~~757,~~756, and net charge-offs on auto loans were ~~.4%~~.47% of average auto loans.

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The Company's consumer loan portfolio also includes fixed rate home equity loans, typically for home repair or remodeling, and these loans comprised ~~11.3%~~11.0% of the consumer loan portfolio at ~~June 30, 2023.~~March 31, 2024. Losses on these loans have historically been low, and the Company saw net recoveries of ~~$29~~$14 thousand for the first ~~six~~three months of ~~2023.~~2024. Private banking loans comprised ~~32.9%~~33.6% of the consumer loan portfolio at ~~June 30, 2023.~~March 31, 2024. The Company's private banking loans are generally well-collateralized, and at ~~June 30, 2023~~March 31, 2024 were secured primarily by assets held by the Company's trust department. The remaining portion of the Company's consumer loan portfolio is comprised of health services financing, motorcycles, marine and RV loans. Net charge-offs on private banking, health services financing, motorcycle and marine and RV loans totaled $1.0 million in the first ~~six~~three months of ~~2023~~2024 and were ~~.4%~~.43% of the average balances of these loans at ~~June 30, 2023.~~March 31, 2024.

Consumer Credit Card Loans

The Company offers low promotional rates on selected consumer credit card products. Out of a portfolio at ~~June 30, 2023~~March 31, 2024 of ~~$574.8~~$564.4 million in consumer credit card loans outstanding, approximately ~~$110.9~~$113.9 million, or ~~19.3%~~20.2%, carried a low promotional rate. Within the next six months, ~~$44.1~~$51.0 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 product, 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.

Oil and Gas Energy Lending

The Company's energy lending portfolio is comprised of lending to the petroleum and natural gas sectors and totaled ~~$238.2~~$296.0 million, or ~~1.4%~~1.7% of total loans at ~~June 30, 2023, a decrease~~March 31, 2024, an increase of ~~$58.3~~$24.0 million from ~~year end 2022,~~December 31, 2023, as shown in the table below.


(In thousands)
(In thousands)
(In thousands)	(In thousands)	June 30, 2023		December 31, 2022		Unfunded commitments at June 30, 2023		March 31, 2024	December 31, 2023	Unfunded commitments at March 31, 2024
Extraction	Extraction	$	191,884	$	235,933	$	160,598
Mid-stream shipping and storage	Mid-stream shipping and storage	26,382		43,432		94,215
Downstream distribution and refining	Downstream distribution and refining	10,686		7,675		12,117
Support activities	Support activities	9,202		9,387		5,964
Total energy lending portfolio	Total energy lending portfolio	$	238,154	$	296,427	$	272,894

Shared National Credits

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. The balance of SNC loans totaled ~~$1.4~~$1.5 billion at ~~June 30, 2023, compared to $1.4 billion at~~both March 31, 2024 and December 31, ~~2022.~~2023. Additional unfunded commitments at ~~June 30, 2023~~March 31, 2024 totaled ~~$2.1~~$2.3 billion.

Income Taxes

Income tax expense was ~~$36.0~~$31.7 million in the ~~second~~first quarter of 2024, compared to $32.3 million in the fourth quarter of 2023 ~~compared to~~and $32.8 million in the first quarter of ~~2023 and $32.0 million in the second quarter of 2022.~~2023. The Company's effective tax rate, including the effect of non-controlling interest, was ~~22.0%~~21.9% in the ~~second~~first quarter of 2024, compared to 22.8% in the fourth quarter of 2023 ~~compared to~~and 21.6% in the first quarter of ~~2023 and 21.7% in the second quarter of 2022.~~2023.

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Financial Condition

Balance Sheet

Total assets of the Company were ~~$32.8~~$30.4 billion at ~~June 30, 2023~~March 31, 2024 and ~~$31.9~~$31.7 billion at December 31, ~~2022.~~2023. Earning assets (excluding the allowance for credit losses on loans and fair value adjustments on debt securities) amounted to ~~$32.5~~$29.8 billion at ~~June 30, 2023~~March 31, 2024 and ~~$31.6~~$31.1 billion at December 31, ~~2022,~~2023, and consisted of ~~52%~~58% in loans and ~~37%~~36% in investment securities at ~~June 30, 2023.~~March 31, 2024.

~~At June 30, 2023, total~~During the first quarter of 2024, average loans totaled $17.1 billion, an increase of $22.0 million over the prior quarter, and increased ~~$653.4~~$676.2 million, or ~~4.0%~~4.1%, ~~compared~~over the same quarter last year. Compared to the previous quarter, average balances ~~at December 31, 2022. The increase was mainly due to growth in business,~~of business real estate loans grew $83.1 million, while construction and ~~construction~~consumer loans ~~of $244.8 million, $214.2~~declined $51.1 million and ~~$90.7~~$34.8 million, respectively. ~~The growth in business loans was mainly~~During the ~~result of increased commercial and industrial lending and higher tax free and lease loan balances. Personal~~current quarter, the Company sold certain fixed rate personal real estate loans ~~increased $62.5 million. Consumer loans, which includes automobile, marine and RV, fixed rate home equity and other consumer loans, increased $51.5~~totaling $7.4 million, ~~due~~compared to ~~growth~~$8.7 million in ~~auto loans and other consumer loans. These increases were slightly offset by a decline in consumer credit card loans of $9.2 million.~~the prior quarter.

Total average available for sale debt securities ~~excluding fair value adjustments,~~ decreased ~~$1.9~~$116.6 million compared to the previous quarter to $9.5 billion, at ~~June 30, 2023 compared to December 31, 2022. Purchases of securities during this period totaled $87.4 million, offset by sales, maturities and pay downs of $2.0 billion.~~fair value. The ~~decline~~decrease in ~~investment~~debt securities was mainly the result of lower average balances of asset-backed securities. During the first quarter of 2024, the unrealized loss on available for sale securities ~~state~~increased $27.2 million to $1.2 billion, at period end. Also during the first quarter of 2024, purchases of securities totaled $145.7 million with a weighted average yield of approximately 4.65%, and ~~municipal securities,~~sales, maturities and ~~agency mortgage-backed securities, which decreased $941.2 million, $563.4 million, and $238.7 million, respectively, at June 30, 2023 compared to December 31, 2022.~~pay downs were $655.0 million. At ~~June 30, 2023,~~March 31, 2024, the duration of the available for sale investment portfolio was ~~3.9~~4.2 years, and maturities and pay downs of approximately ~~$2.0~~$1.6 billion are expected to occur during the next 12 months. The Company does not have any investment securities classified as held-to-maturity.

Total average deposits ~~at June 30, 2023 amounted to $25.9 billion, a decrease of $318.0~~decreased $759.5 million this quarter compared to ~~December 31, 2022.~~the previous quarter. The ~~decline~~decrease in deposits ~~largely~~mostly resulted from ~~a decrease in~~lower average demand deposits ~~mainly in business demand deposits (decrease~~ of ~~$1.7 billion). Additionally, money market and savings deposit balances decreased $887.4~~$420.1 million and ~~$70.9 million, respectively, while certificate~~lower average certificates of deposit ~~balances grew $2.3 billion~~of $364.2 million, which included lower brokered deposits of $225.4 million. Compared to the previous quarter, total average commercial deposits declined $743.8 million, while consumer and ~~interest checking balances~~wealth deposits increased ~~$250.2~~$138.8 million ~~over balances at December 31, 2022.~~and $71.8 million, respectively. The average loans to deposits ratio was 69.9% in the current quarter and 67.7% in the prior quarter. The Company’s average borrowings, ~~totaled $3.9~~which included average customer repurchase agreements of $2.5 billion, ~~at June 30, 2023, an increase~~decreased $280.0 million to $2.8 billion in the first quarter of ~~$1.0 billion over balances at December 31, 2022, mainly~~2024, mostly due to ~~an increase~~a decline of $179.3 million in average FHLB ~~advances.~~borrowings.

Liquidity and Capital Resources

Liquidity Management

The Company’s most liquid assets ~~are comprised of~~include balances at the Federal Reserve Bank, federal funds sold, available for sale debt securities, ~~federal funds sold,~~and securities purchased under agreements to resell (resale agreements), ~~and~~as follows:


(In thousands)	March 31, 2024		March 31, 2023		December 31, 2023
Liquid assets:
Balances at the Federal Reserve Bank	$	1,609,614	$	1,341,854	$	2,239,010
Federal funds sold	—		27,060		5,025
Available for sale debt securities	9,141,695		11,228,616		9,684,760
Securities purchased under agreements to resell	225,000		825,000		450,000
Total	$	10,976,309	$	13,422,530	$	12,378,795

Interest earning balances at the Federal Reserve Bank, ~~as follows:~~

(In thousands) June 30, 2023 June 30, 2022 December 31, 2022
Liquid assets:
  Available for sale debt securities $ 10,414,625 $ 13,700,308 $ 12,238,316
  Federal funds sold 2,750 26,000 49,505
  Securities purchased under agreements to resell 825,000 1,450,000 825,000
  Balances at the Federal Reserve Bank 2,568,695 684,994 389,140
  Total $ 13,811,070 $ 15,861,302 $ 13,501,961

~~The fair value of the available~~which have overnight maturities and are used for ~~sale debt portfolio was $10.4~~general liquidity purposes, totaled $1.6 billion at ~~June 30,~~March 31, 2024 and decreased $629.4 million from December 31, 2023 ~~and included an unrealized net loss~~balances. At March 31, 2024, the Company did not have a balance of ~~$1.4 billion. Federal~~federal funds sold, which are funds lent to the Company's correspondent bank customers with overnight ~~maturities, totaled $2.8~~maturities. The fair value of the available for sale debt portfolio was $9.1 billion at March 31, 2024 and included an unrealized net loss of $1.2 billion. The total net unrealized loss included net losses of $1.0 billion on mortgage-backed and asset-backed securities and $147.5 million ~~as of June 30, 2023.~~ on state and municipal obligations.

Resale agreements, maturing through ~~2025,~~2028, totaled ~~$825.0~~$225.0 million at ~~June 30, 2023.~~March 31, 2024. Under these agreements, the Company lends funds to upstream financial institutions and holds marketable securities, safe-kept by a third-party custodian, as ~~collateral, and this~~collateral. This collateral totaled ~~$866.8~~$239.2 million in fair value at ~~June 30, 2023. $700.0~~March 31, 2024. $125.0 million of the Company's resale agreements will mature in the next 12 months. Interest earning balances at the Federal Reserve Bank, which have overnight maturities and are used for general liquidity purposes, totaled $2.6 billion at June 30, 2023 and increased $2.2 billion over December 31, 2022 balances.

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The Company's available for sale debt securities portfolio has a diverse mix of high quality and liquid investment securities with a duration of 4.2 years at March 31, 2024. Approximately ~~$2.0~~$1.6 billion of the Company's available for sale debt portfolio is expected to mature or pay down during the next 12 months, and ~~at June 30, 2023, the duration of~~these funds offer substantial resources to meet either new loan demand or offset potential reductions in the Company's ~~available for sale debt securities portfolio was 3.9 years.~~deposit funding base. The Company pledges portions of its investment securities portfolio to secure public fund deposits, securities sold under agreements to repurchase, trust funds, letters of credit issued by the FHLB, and borrowing capacity at the FHLB and the Federal Reserve Bank. Total investment securities pledged for these purposes were as follows:


(In thousands)	(In thousands)	June 30, 2023		June 30, 2022		December 31, 2022
(In thousands)
(In thousands)								March 31, 2024	March 31, 2023	December 31, 2023
Investment securities pledged for the purpose of securing:	Investment securities pledged for the purpose of securing:
Federal Reserve Bank borrowings
Federal Reserve Bank borrowings
Federal Reserve Bank borrowings	Federal Reserve Bank borrowings	$	2,852,481	$	14,854	$	11,469
FHLB borrowings and letters of credit	FHLB borrowings and letters of credit	315,323		2,405		1,817
Securities sold under agreements to repurchase *	Securities sold under agreements to repurchase *	2,630,852		2,506,986		2,950,240
Other deposits and swaps	Other deposits and swaps	2,340,094		2,767,433		1,772,974
Total pledged securities	Total pledged securities	8,138,750		5,291,678		4,736,500
Unpledged and available for pledging	Unpledged and available for pledging	2,263,586		7,390,389		6,545,695
Ineligible for pledging	Ineligible for pledging	12,289		1,018,241		956,121
Total available for sale debt securities, at fair value	Total available for sale debt securities, at fair value	$	10,414,625	$	13,700,308	$	12,238,316

* Includes securities pledged for collateral swaps, as discussed in Note 12 to the consolidated financial statements.

~~Liquidity~~The average loans to deposits ratio is ~~also available from~~a measure of a bank's liquidity, and the ~~Company's large base of core~~Company’s average loans to deposits ratio was 69.9% for the three months ended March 31, 2024. Core customer deposits, defined as non-interest bearing, interest checking, savings, and money market deposit ~~accounts. At June 30, 2023, such deposits~~accounts totaled ~~$22.6~~$22.0 billion and represented ~~87.4%~~89.9% of the Company's total ~~deposits.~~deposits at March 31, 2024. These core deposits are normally less volatile, as they are often with customer relationships tied to other products offered by the Company, promoting long lasting relationships and stable funding sources. Core deposits decreased $511.5 million at March 31, 2024 compared to December 31, 2023, primarily due to decreases in commercial and wealth segment deposits of $473.8 million and $111.7 million, respectively, partially offset by growth in consumer segment deposits. While the Company considers core consumer and wealth management deposits less volatile, corporate deposits could decline if interest rates increase significantly, encouraging corporate customers to increase investing activities, or if the economy deteriorates and companies experience lower cash inflows, reducing deposit balances. If these corporate deposits decline, the Company's funding needs may be met by liquidity supplied by investment security maturities and pay downs expected to total $1.6 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 $6.6 billion through advances from the FHLB and the Federal Reserve.

Certificates of deposit of $100,000 ~~and over~~or greater totaled ~~$1.7~~$1.5 billion at ~~June 30, 2023.~~March 31, 2024. These ~~accounts~~deposits are normally considered more volatile ~~with~~and higher ~~cost~~costing, and comprised ~~6.6%~~6.0% of total deposits at ~~June 30, 2023.~~March 31, 2024.


(In thousands)	(In thousands)	June 30, 2023		June 30, 2022		December 31, 2022
(In thousands)
(In thousands)								March 31, 2024	March 31, 2023	December 31, 2023
Core deposit base:	Core deposit base:
Non-interest bearing
Non-interest bearing
Non-interest bearing	Non-interest bearing	$	8,198,849	$	11,102,585	$	10,066,356
Interest checking	Interest checking	6,790,331		2,815,600		1,854,336
Savings and money market	Savings and money market	7,628,643		13,247,464		13,272,645
Total	Total	$	22,617,823	$	27,165,649	$	25,193,337

~~During~~Amid the banking sector's period of uncertainty during the second quarter of 2023, the Company ~~added brokered deposits in the form~~issued several tranches of short-term brokered certificates of deposit ~~less than $100 thousand, and $903.9 million were outstanding at June 30, 2023. At June 30, 2023, the Company's total deposit portfolio was $25.9~~totaling $1.2 billion, ~~compared to $26.2 billion at~~which all matured by December 31, ~~2022. The Company's uninsured~~2023. While it is not clear how many brokered certificates of deposit the market would allow the Company to issue, the Company believes brokered certificates of deposits ~~were $10.4 billion, or 40.2%~~may be an additional, reliable source of ~~total deposits at June 30, 2023. The Company's uninsured deposits include $2.2 billion~~liquidity during periods of ~~affiliate deposits and collateralized deposits. Excluding those affiliate and collateralized deposits,~~stress in the ~~Company's uninsured deposits at June 30, 2023 were $8.2 billion, or 31.7% of total deposits.~~banking industry.

Other important components of liquidity are the level of borrowings from third party sources and the availability of future credit. ~~The~~During 2024, the Company's outside borrowings ~~are~~have mainly been comprised of federal funds purchased and repurchase agreements, as follows:

(In thousands) June 30, 2023 June 30, 2022 December 31, 2022
Borrowings:
Federal funds purchased $ 511,400 $ 7,750 $ 159,860
Securities sold under agreements to repurchase 2,366,621 2,226,546 2,681,874
FHLB advances 1,000,000 — —
Other debt 5,613 6,025 9,672
Total $ 3,883,634 $ 2,240,321 $ 2,851,406

Table of Contents


(In thousands)	March 31, 2024		March 31, 2023		December 31, 2023
Borrowings:
Federal funds purchased	$	264,470	$	756,470	$	261,305
Securities sold under agreements to repurchase	2,241,106		2,028,089		2,647,510
FHLB advances	—		1,500,000		—
Other debt	2,359		7,776		1,404
Total	$	2,507,935	$	4,292,335	$	2,910,219

Federal funds purchased, which totaled $264.5 million at March 31, 2024, are unsecured overnight borrowings obtained mainly from upstream correspondent banks with which the Company maintains approved lines of credit. ~~In addition to the amount accessed as of June 30, 2023,~~At March 31, 2024, the Company had ~~access to an additional~~approved lines of credit totaling $3.5 ~~billion~~billion. Since these borrowings are unsecured and limited by market trading activity, their availability may be less certain than collateralized sources of ~~overnight, approved federal funds as of that date. Repurchase~~borrowings. Retail repurchase agreements are ~~borrowings~~offered to customers wishing to earn interest in highly liquid balances and are used by the Company ~~from its customers~~as a funding source considered to be stable, but short-term in ~~the form of securities sold under~~nature. Repurchase agreements ~~to repurchase. These repurchase agreements, which generally mature overnight, are comprised of non-insured customer funds totaling $2.4 billion at~~

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~~June 30, 2023 and~~ are collateralized by securities in the Company's investment portfolio. ~~At June 30, 2023, the value~~Total repurchase agreements at March 31, 2024 were comprised of ~~the~~non-insured customer funds totaling $2.2 billion at March 31, 2024 and securities pledged as collateral ~~pledged~~ for ~~the benefit of customers was $2.4 billion.~~these retail agreements totaled $2.3 billion at March 31, 2024. The Company also borrows on a secured basis through advances from the FHLB. The advances are generally short-term, fixed interest rate borrowings. There were ~~$1.0 billion~~no advances outstanding from the FHLB at ~~June 30, 2023.~~March 31, 2024.

The Company pledges certain assets, including loans and investment securities, to both the Federal Reserve Bank (FRB) 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 ~~and enables~~is used to enable the FHLB to issue letters of credit in favor of public fund depositors of the Company. The FRB 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 ~~June 30, 2023.~~March 31, 2024.


		June 30, 2023
	March 31, 2024											March 31, 2024
(In thousands)	(In thousands)	FHLB		Federal Reserve		Total		(In thousands)	FHLB	Federal Reserve	Total
Total collateral value established by FHLB and FRB	Total collateral value established by FHLB and FRB	$	2,446,938	$	4,952,458	$	7,399,396
Advances outstanding		(1,000,000)		—		(1,000,000)

Letters of credit issued
Letters of credit issued
Letters of credit issued	Letters of credit issued	(327,541)		—		(327,541)
Available for future advances	Available for future advances	$	1,119,397	$	4,952,458	$	6,071,855

~~In addition~~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-

Rating outlook	Stable

Commerce Bank
Issuer rating	A	A3
Baseline credit assessment		a2
Short-term rating	A-1	P-1
Rating outlook	Stable	Stable

The Company considers these ratings to ~~those mentioned above, several other sources~~be indications of a sound capital base and strong liquidity ~~are available.~~and believes that these ratings would help ensure the ready marketability of its commercial paper, should the need arise. No commercial paper has been ~~issued or~~ outstanding during the past ten years. The Company has no subordinated ~~debt~~ or hybrid debt instruments which ~~could~~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, or privately placed corporate notes or other forms of debt. The Company receives strong outside ratings from both Standard & Poor's and Moody's on both the consolidated company level and its subsidiary bank, Commerce Bank, which would support future financing efforts, should the need arise. These ratings are as follows:


	~~Standard & Poor’s~~	~~Moody’s~~
~~Commerce Bancshares, Inc.~~
~~Issuer rating~~	A-

~~Rating outlook~~	~~Stable~~

~~Commerce Bank~~
~~Issuer rating~~	A	A2
~~Baseline credit assessment~~		a1
~~Short-term rating~~	~~A-1~~	~~P-1~~
~~Rating outlook~~	~~Stable~~	~~Stable~~

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The cash flows from the operating, investing and financing activities of the Company resulted in a net ~~increase~~decrease in cash, cash equivalents and restricted cash of ~~$2.0 billion~~$786.6 million during the first ~~six~~three months of ~~2023,~~2024, as reported in the consolidated statements of cash flows in this report. Operating activities, consisting mainly of net income adjusted for certain non-cash items, provided cash flow of ~~$220.9~~$135.5 million and ~~has~~have historically been a stable source of funds. Investing activities, which occur mainly in the loan and investment securities portfolios, provided cash of ~~$1.1 billion.~~$540.9 million. Activity in the investment securities portfolio provided cash of ~~$1.9 billion~~$426.5 million from sales, maturities, and pay downs (net of purchases), but this increase in investing cash flows was partially offset by growth in the loan portfolio, which used cash of ~~$666.7~~$102.3 million. ~~Financing activities~~Additionally, repayments of securities purchased under agreements to resell (net of purchases) provided cash of ~~$678.8 million,~~$225.0 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. Financing activities used cash of $1.5 billion, largely resulting from ~~borrowings, including FHLB advances~~net decreases in deposits of $983.5 million and $403.2 million in federal funds purchased and securities sold under agreements to repurchase during the first ~~six~~three months of ~~2023 which increased financing cash flows by $2.3 billion. Partly offsetting this cash inflow were repayments of $1.3 billion of FHLB borrowings and decreases of $249.4 million in deposits.~~2024.

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Capital Management

The Company met all capital adequacy requirements and had regulatory capital ratios in excess of the levels established for well-capitalized institutions at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, as shown in the following table.


(Dollars in thousands)	(Dollars in thousands)	June 30, 2023			December 31, 2022			Minimum Ratios under Capital Adequacy Guidelines		Minimum Ratios for Well-Capitalized Banks *		(Dollars in thousands)	March 31, 2024		December 31, 2023		Minimum Capital Requirement		Capital Conservation Buffer		Minimum Ratios Requirement including Capital Conservation Buffer		Minimum Ratios for Well-Capitalized Banks *
Risk-adjusted assets	Risk-adjusted assets	$	24,144,821		$	24,178,423
Tier I common risk-based capital	Tier I common risk-based capital	3,561,233			3,417,223
Tier I common risk-based capital
Tier I common risk-based capital
Tier I risk-based capital
Tier I risk-based capital
Tier I risk-based capital	Tier I risk-based capital	3,561,233			3,417,223
Total risk-based capital	Total risk-based capital	3,749,447			3,600,920
Total risk-based capital
Total risk-based capital
Tier I common risk-based capital ratio
Tier I common risk-based capital ratio
Tier I common risk-based capital ratio	Tier I common risk-based capital ratio	14.75		%	14.13		%	7.00	%	6.50	%	15.35	%	15.25	%	4.50	%	2.50	%	7.00	%	6.50	%
Tier I risk-based capital ratio	Tier I risk-based capital ratio	14.75			14.13			8.50		8.00
Total risk-based capital ratio	Total risk-based capital ratio	15.53			14.89			10.50		10.00
Tier I leverage ratio	Tier I leverage ratio	10.46			10.34			4.00		5.00

*Under Prompt Corrective Action requirements

The Company is subject to a 2.5% capital conservation buffer, which is an amount above the minimum ratios under capital adequacy guidelines, and ~~is required under Basel III. The capital conservation buffer~~ is intended to absorb losses during periods of economic stress. Failure to maintain the buffer will result in constraints on dividends, share repurchases, and executive compensation.

In the first quarter of 2020, the interim final rule of the Federal Reserve Bank and other U.S. banking agencies became effective, providing banks that ~~adopt~~adopted CECL (ASU 2016-13) during the 2020 calendar year the option to delay recognizing the estimated impact on regulatory capital until after a two year deferral period, followed by a three year transition period. In connection with the adoption of CECL on January 1, 2020, the Company elected to utilize this option. As a result, the two year deferral period for the Company extended through December 31, 2021. Beginning on January 1, 2022, the Company ~~began~~was required to phase in 25% of the previously deferred estimated capital impact of CECL, with an additional 25% to be phased in at the beginning of each subsequent year until fully phased in by the first quarter of 2025.

The Company maintains a treasury stock buyback program under authorizations by its Board of Directors (the Board) and ~~normally~~periodically purchases stock in the open market. During the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, the Company purchased ~~553,586~~806,217 shares at an average price of ~~$65.78~~$52.13 in open market purchases and through stock-based compensation transactions. At ~~June 30, 2023, 2,558,472~~March 31, 2024, 951,030 shares remained available for purchase under the current Board authorization. On April 17, 2024, the share repurchase authorization was increased to 5,000,000 shares.

The Company's common stock dividend policy reflects its earnings outlook, desired payout ratios, the need to maintain adequate capital ~~and liquidity~~ levels and alternative investment options. The Company paid a $.270 per share cash dividend on its common stock in the ~~second~~first quarter of ~~2023,~~2024, which was a ~~7.1%~~5.1% increase compared to its ~~2022~~2023 quarterly dividend.

Material Cash Requirements, Commitments, Off-Balance Sheet Arrangements and Contingencies

The Company's material cash requirements include commitments for contractual obligations (both short-term and long-term), commitments to extend credit, and off-balance sheet arrangements. The Company's material cash requirements for the

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next 12 months are primarily to fund loan ~~commitments,~~growth. Additionally, the Company will utilize cash to fund deposit maturities and ~~deposit~~ withdrawals that may ~~occur; repay borrowings; and fund loan growth.~~occur in the next 12 months. Other contractual obligations, purchase commitments, lease obligations, and unfunded commitments may require cash payments by the Company within the next 12 months, and these are further discussed in the Company's ~~2022~~2023 Annual Report on Form 10-K. ~~Further discussion of the Company's longer-term material cash obligations and sources for fulfilling those obligations is below.~~

Events impacting the banking industry during the first few months of 2023, including the failure of Silicon Valley Bank and Signature Bank, have resulted in decreased confidence in banks among consumer and commercial customers, investors, and other counterparties. Additionally, rapidly rising interest rates have resulted in unrealized losses in the Company's available for sale debt securities portfolio. In response to these industry events, the Company sought additional borrowings of $1.3 billion during the first quarter of 2023, and as a result, the Company had outstanding borrowings of $1.5 billion from the FHLB as of March 31, 2023. During the second quarter of 2023, the Company initially borrowed an additional $500.0 million but subsequently repaid $1.0 billion of its FHLB borrowings, resulting in $1.0 billion of FHLB borrowings outstanding as of June

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30, 2023. Additionally, the Company added short-term brokered certificates of deposit during the second quarter of 2023 to provide additional liquidity. As of June 30, 2023, the Company had $903.9 million of brokered deposits that are scheduled to mature prior to December 31, 2023. Other than the repayment of these additional borrowings and deposits, the Company’s material cash requirements have not changed significantly since December 31, 2022. Further discussion of the Company's longer-term material cash obligations and sources for fulfilling those obligations is below.

In the normal course of business, various commitments and contingent liabilities arise ~~which~~that are not required to be recorded on the balance sheet. The most significant of these are loan commitments, which at ~~June 30, 2023~~March 31, 2024 totaled ~~$14.2~~$14.8 billion (including ~~$5.2~~$5.5 billion in unused, approved credit card lines). In addition, the Company enters into standby and commercial letters of credit. ~~These contracts~~The contractual amount of standby and commercial letters of credit totaled ~~$590.3~~$622.7 million ~~(net of conveyances to other institutions)~~ and ~~$5.7~~$9.6 million, respectively, at ~~June 30, 2023.~~March 31, 2024. As many commitments expire unused or only partially used, these totals do not necessarily reflect future cash requirements. The carrying value of the guarantee obligations associated with the standby letters of credit, which has been recorded as a liability on the consolidated balance sheet, amounted to $4.2 million at June 30, 2023. The allowance for these commitments is recorded in the Company’s liability for unfunded lending commitments within other liabilities on its consolidated balance sheets. At ~~June 30, 2023,~~March 31, 2024, the liability for unfunded lending commitments totaled ~~$29.2~~$23.1 million. See further discussion of the liability for unfunded lending commitments in Note 2 to the consolidated financial statements.

The Company regularly purchases various state tax credits arising from third party property redevelopment. These credits are either resold to third parties at a profit or retained for use by the Company. During the first ~~six~~three months of ~~2023,~~2024, purchases and sales of tax credits amounted to ~~$55.5~~$32.2 million and ~~$15.3~~$45.6 million, respectively. Fees from sales of tax credits were ~~$1.0~~$2.1 million for the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, compared to ~~$2.7 million~~$560.7 thousand in the same period last year. At ~~June 30, 2023,~~March 31, 2024, the Company expected to fund outstanding purchase commitments of ~~$91.4~~$146.6 million during the remainder of ~~2023.~~2024 and had purchase commitments of $420.2 million that it expects to fund from 2025 through 2030.

The Company continued to maintain a strong liquidity position throughout the first ~~six~~three months of ~~2023.~~2024. Through the various sources of liquidity described above, the Company maintains a liquidity position that it believes will adequately satisfy its financial obligations.

Segment Results

The table below is a summary of segment pre-tax income results for the first ~~six~~three months of ~~2023~~2024 and ~~2022.~~2023.


(Dollars in thousands)	(Dollars in thousands)	Consumer			Commercial			Wealth			Segment Totals			Other/ Elimination			Consolidated Totals			(Dollars in thousands)	Consumer		Commercial		Wealth		Segment Totals		Other/ Elimination		Consolidated Totals
Six Months Ended June 30, 2023
Three Months Ended March 31, 2024
Net interest income
Net interest income
Net interest income	Net interest income	$	198,406		$	232,628		$	34,564		$	465,598		$	35,563		$	501,161
Provision for credit losses	Provision for credit losses	(12,736)			(483)			(13)			(13,232)			(4,695)			(17,927)
Non-interest income	Non-interest income	49,834			123,093			107,457			280,384			4,833			285,217
Investment securities gains (losses), net	Investment securities gains (losses), net	—			—			—			—			3,086			3,086
Non-interest expense	Non-interest expense	(160,757)			(192,050)			(80,108)			(432,915)			(18,803)			(451,718)
Income before income taxes	Income before income taxes	$	74,747		$	163,188		$	61,900		$	299,835		$	19,984		$	319,819
Six Months Ended June 30, 2022
Three Months Ended March 31, 2023
Net interest income
Net interest income
Net interest income	Net interest income	$	177,379		$	219,135		$	38,091		$	434,605		$	6,566		$	441,171
Provision for credit losses	Provision for credit losses	(8,413)			(145)			(3)			(8,561)			11,257			2,696
Non-interest income	Non-interest income	54,755			110,466			107,189			272,410			(1,214)			271,196
Investment securities gains (losses), net	Investment securities gains (losses), net	—			—			—			—			8,192			8,192
Non-interest expense	Non-interest expense	(152,453)			(180,822)			(72,779)			(406,054)			(13,099)			(419,153)
Income before income taxes	Income before income taxes	$	71,268		$	148,634		$	72,498		$	292,400		$	11,702		$	304,102
Increase (decrease) in income before income taxes:	Increase (decrease) in income before income taxes:
Amount	Amount	$	3,479		$	14,554		$	(10,598)		$	7,435		$	8,282		$	15,717
Amount
Amount
Percent	Percent	4.9		%	9.8		%	(14.6		%)	2.5		%	70.8		%	5.2		%	Percent	(24.2)	%	(11.1)	%	3.9	%	(13.3)	%	(32.2)	%	(4.1)	%

Consumer

For the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, income before income taxes for the Consumer segment ~~increased $3.5~~decreased $20.6 million, or ~~4.9%~~24.2%, compared to the first ~~six~~three months of ~~2022.~~2023. The ~~increase~~decrease in income before income taxes was mainly due to ~~an increase~~a decrease in net interest income of ~~$21.0~~$14.8 million, or ~~11.9%, partly offset by a decrease in non-interest income of $4.9 million, or 9.0%~~10.2%, and ~~higher~~increases in non-interest expense of ~~$8.3~~$3.3 million, or ~~5.4%.~~4.2%, and the provision for credit losses of $2.6 million. Net interest income ~~increased~~declined due to a ~~$13.7~~$25.8 million increase in ~~net~~deposit interest

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expense. This decrease was partly offset by a $3.4 million increase in net allocated funding credits assigned to the Consumer segment's loan and deposit portfolios and ~~a $20.8 million increase in~~higher loan interest ~~income. These increases were partly offset by higher deposit interest expense~~income of ~~$13.5~~$7.8 million. ~~Non-interest income decreased mainly due to lower deposit account fees (mainly overdraft and return item fees) and mortgage banking revenue, partly offset by growth in net debit card fees.~~ Non-interest expense increased over the same period in the previous year mainly due to higher ~~salaries~~allocated support costs for administration and ~~benefits expense, FDIC insurance~~operations, information technology and online banking. These increases were partly offset by lower marketing expense and allocated support costs for the deposit system. The increase in the provision for credit losses over the first three months of 2023, was mainly due to higher consumer ~~administration~~credit card and ~~operations,~~personal loan net charge-offs, partly offset by lower ~~marketing expense. The provision for credit losses totaled $12.7 million, a $4.3 million increase over the first six months of 2022, mainly due to higher credit card, personal and~~ overdraft loan net charge-offs.

Commercial

For the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, income before income taxes for the Commercial segment ~~increased $14.6~~decreased $11.3 million, or ~~9.8%~~11.1%, compared to the same period in the previous year. This ~~increase~~decrease was mainly due to ~~growth in~~lower net interest income and higher non-interest ~~income,~~expense, partly offset by ~~higher~~an increase non-interest ~~expense.~~income. Net interest income ~~increased $13.5~~decreased $10.4 million, or ~~6.2%~~7.6%, mainly due to ~~higher loan interest income of $154.1 million. This increase was partly offset by~~ lower net allocated funding credits of ~~$61.4~~$16.8 million, ~~and increases of $48.6 million in deposit interest expense and $31.3 million in~~coupled with higher interest expense on deposits and customer repurchase ~~agreements.~~agreements of $21.0 million and $4.0 million, respectively. These decreases were partly offset by an increase of $31.9 million in loan interest income. Non-interest income increased ~~$12.6~~$5.5 million, or ~~11.4%~~9.4%, over the previous year mainly due to growth in ~~net bank card fees (mainly corporate card fees),~~ deposit account fees (mainly corporate cash management fees), ~~letters of~~tax credit sales fees, capital market fees and ~~cash sweep commissions, partly offset by a decline in capital market~~loan commitment fees. Non-interest expense increased ~~$11.2~~$6.7 million, or ~~6.2%~~7.1%, mainly due to higher salaries and benefits ~~expense, FDIC insurance~~ expense and allocated service and support costs (mainly bank operations, commercial sales and ~~commercial products~~support and ~~payments)~~management expense). ~~These increases were partly offset by lower allocated support costs for information technology.~~ The provision for credit losses ~~increased $338~~decreased $352 thousand ~~over~~from the same period last year, mainly due to ~~higher commercial credit card~~lower business and ~~overdraft~~business real estate loan net charge-offs.

Wealth

Wealth segment pre-tax profitability for the ~~six~~three months ended ~~June 30, 2023 decreased $10.6~~March 31, 2024 increased $1.6 million, or ~~14.6%~~3.9%, ~~from~~over the same period in the previous year. Net interest income decreased ~~$3.5~~$3.9 million, or ~~9.3%~~13.8%, mainly due to an $8.9 million increase in deposit interest expense. This increase was partly offset by a ~~$14.2~~$2.0 million ~~decline~~increase in net allocated funding credits and ~~an $8.7 million increase in deposit interest expense, partly offset by~~ a ~~$19.4~~$3.0 million increase in loan interest income. Non-interest income increased ~~$268 thousand,~~$5.5 million, or ~~.3%~~10.3%, over the prior year largely due to higher private client and institutional trust fees and cash sweep commissions, partly offset by lower ~~private client and institutional trust~~brokerage fees. Non-interest expense ~~increased $7.3 million, or 10.1%,~~decreased $34 thousand mainly due to lower miscellaneous losses, mostly offset by higher salaries and benefits ~~expense and the deconversion costs previously mentioned.~~expense. The provision for credit losses ~~increased $10~~decreased $14 thousand ~~over~~from the same period last ~~year.~~year due to lower overdraft loan net charge-offs.

The Other/Elimination category in the preceding table includes the activity of various support and overhead operating units of the Company, in addition to the investment securities portfolio ~~brokered deposits,~~ and other items not allocated to the segments. In accordance with the Company’s transfer pricing procedures, the difference between the total provision for credit losses and total net charge-offs/recoveries is not allocated to a business segment and is included in this category. The pre-tax profitability ofin this category was ~~$8.3~~$24.0 million higher than in the same period last year. Unallocated securities ~~gains~~losses were ~~$3.1 million~~$259 thousand in the first ~~six~~three months of ~~2023~~2024 compared to ~~gains~~losses of ~~$8.2 million~~$306 thousand in ~~2022.~~2023. Also, the unallocated provision for credit losses ~~increased $16.0~~decreased $8.9 million, primarily driven by ~~an increase~~decreases in the provision for credit losses on loans ~~partly offset by a decrease in~~and the liability for unfunded lending commitments, which are both not allocated to the segments for management reporting purposes. Net charge-offs are allocated to the segments when incurred for management reporting purposes. The provision for credit losses on loans in the first ~~six~~three months of ~~2023~~2024 was ~~$21.8~~$6.9 million, or ~~$8.5~~$1.9 million ~~higher~~lower than net charge-offs due to ~~an increase~~a decrease in the allowance for credit losses on loans. In the comparable period last year, the provision for credit losses on loans was ~~a benefit of $3.4~~$15.9 million, or ~~$12.0~~$9.2 million ~~lower~~higher than net charge-offs, due to ~~a decrease~~an increase in the allowance for credit losses on loans. For the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, the Company's provision on unfunded lending commitments was a benefit of ~~$3.9~~$2.2 million. Additionally, net interest income increased $26.5 million and non-interest ~~expense decreased $5.7 million.~~income increased $271 thousand. These ~~decreases~~increases to pre-tax profitability were partly offset by higher ~~net interest income~~non-interest expense of ~~$29.0 million, and non-interest income of $6.0~~$11.7 million.

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Regulatory Changes

Deposit Insurance

On November 16, 2023, Federal Deposit Insurance Corporation (“FDIC”) issued a final rule to impose a special assessment to recover losses to the FDIC’s Deposit Insurance Fund following the failure of two financial institutions. The rule applies to all insured depository institutions and stated that the special assessment would be collected at an annual rate of approximately 13.4 basis points for an anticipated total of eight quarterly assessment periods. Because the estimated loss pursuant to the systemic risk determination will be periodically adjusted, the FDIC could:

•Cease collection early, if it has collected enough to recover actual or estimated losses;

•Extend the special assessment collection period one or more quarters beyond the initial eight-quarter collection period, if actual or estimated losses exceed the amounts collected; and

•Impose a final shortfall special assessment on a one-time basis after the receiverships for certain failed banks terminate, if actual losses exceed the amounts collected.

During the first quarter of 2024, the FDIC increased its estimate of losses to the Deposit Insurance Fund and in turn increased its estimated special assessment, announcing that the special assessment would come in the form of a June 2024 invoice based on its March 31, 2024 estimate loss in the Deposit Insurance Fund. The Company has accrued $20.1 million FDIC special assessment liabilities at the end of March 31, 2024.

SEC Climate Disclosure Rule

On March 6, 2024, the Securities and Exchange Commission adopted rules to enhance and standardize climate-related disclosures by public companies and in public offerings. This climate-related disclosure rule will have significant disclosure impact to the public companies affected, including the Company. Among many other items, this rule requires companies to disclose:

•Climate-related risks that have had or are reasonably likely to have a material impact on the registrant’s business strategy, results of operations, or financial condition;

•The actual and potential material impacts of any identified climate-related risks on the registrant’s strategy, business model, and outlook;

•If, as part of its strategy, a registrant has undertaken activities to mitigate or adapt to a material climate-related risk, a quantitative and qualitative description of material expenditures incurred and material impacts on financial estimates and assumptions that directly result from such mitigation or adaptation activities;

•Specified disclosures regarding a registrant’s activities, if any, to mitigate or adapt to a material climate-related risk including the use, if any, of transition plans, scenario analysis, or internal carbon prices;

•Scope 1 and Scope 2 greenhouse gas (GHG) emissions, when material; and

•Capitalized costs, expenditures, charges, and losses incurred as a result of severe weather events or other natural conditions.

However, in April 2024, the SEC issued an order to stay the rules pending judicial review, due to legal challenges to this mandate.

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Impact of Recently Issued Accounting Standards

~~Reference Rate Reform~~Disclosure Improvements The Financial Accounting Standards Board ("FASB") issued ASU 2020-04, "Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting", in March 2020, and has been followed by additional clarifying guidance related to derivatives that are modified as a result of reference rate reform. The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if they reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. Further, the guidance applies to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. The expedients and exceptions provided by the new guidance do not apply to contract modifications made and hedging relationships entered into or evaluated for effectiveness after December 31, 2022, except for certain hedging relationships existing as of December 31, 2022. In December 2022, the FASB issued ASU ~~2022-06 which extended~~2023-06, "Disclosure Improvements: Codification Amendments in Response to the ~~sunset date under Topic 848~~SEC's Disclosure Update and Simplification Initiative," in October 2023. The amendments in this Update modify the disclosure or presentation requirements of a variety of topics in the Codification. Certain of the amendments represent clarifications to ~~December 31, 2024. The change is to align the temporary accounting relief guidance with the expected cessation date~~or technical corrections of ~~LIBOR, which was postponed by administrators in 2021 to June 2023, a year after~~ the current ~~sunset~~requirements. The effective date for each amendment will be the date on which the SEC's removal of ~~ASU 2020-04.~~that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The ~~Company's LIBOR Transition Steering Committee completed~~adoption is not expected to have a significant effect on the Company's ~~transition from LIBOR during the first half of 2023.~~consolidated financial statements.

Segment Reporting The FASB issued ASU 2023-07, "Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures", in November 2023. The amendments require disclosure of significant segment expenses and other segment items on an annual and interim basis. Public entities are required to disclose significant expense categories and amounts for each reportable segment, as well as the amount and a description of the composition of other segment items. Significant expense categories are derived from expenses that are regularly provided to an entity’s chief operating decision-maker (“CODM”), and included in a segment’s reported measures of profit or loss. Public entities are also required to disclose the title and position of the CODM and explain how the CODM uses the reported measures of profit or loss in assessing segment performance and deciding how to allocate resources. This Update requires interim disclosures of certain segment-related disclosures that previously were only required annually. This Update requires annual disclosures for fiscal years beginning January 1, 2024 and interim disclosures for fiscal years beginning January 1, 2025. Early adoption is permitted. The Company is required to apply the amendments in this Update retrospectively to all prior periods presented in the financial statements. Other than the inclusion of additional disclosures, the adoption of this ASU is not expected to have a significant effect on the Company's consolidated financial statements.

Income Taxes The FASB issued ASU 2023-09, "Income Taxes (Topic 740) - Improvements to Income Tax Disclosures", in December 2023. The amendments in this Update require additional disclosures regarding the rate reconciliation and income taxes paid. This Update also removed certain existing disclosure requirements. This Update is effective for annual periods beginning January 1, 2025. Early adoption is permitted. The amendments in this Update should be applied on a prospective basis, though retrospective application is permitted. Other than the inclusion of additional disclosures, the adoption is not expected to have a significant effect on the Company's consolidated financial statements.

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AVERAGE BALANCE SHEETS — AVERAGE RATES AND YIELDS

Three Months Ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~


		Second Quarter 2023						Second Quarter 2022								First Quarter 2024													First Quarter 2023
(Dollars in thousands)	(Dollars in thousands)	Average Balance		Interest Income/Expense		Avg. Rates Earned/Paid		Average Balance		Interest Income/Expense		Avg. Rates Earned/Paid		(Dollars in thousands)		Average Balance			Interest Income/Expense			Avg. Rates Earned/Paid							Average Balance			Interest Income/Expense			Avg. Rates Earned/Paid
ASSETS:	ASSETS:
Loans:	Loans:
Loans:
Loans:
Business(A)
Business(A)
Business(A)	Business(A)	$	5,757,388	$	80,040	5.58	%	$	5,385,181	$	42,402	3.16	%	$	5,873,525		$	88,638		6.07	6.07	%					$	5,656,104		$	74,037		5.31	5.31	%
Real estate — construction and land	Real estate — construction and land	1,450,196		28,645		7.92		1,225,267		12,489		4.09
Real estate — business	Real estate — business	3,540,851		52,626		5.96		3,163,508		29,173		3.70
Real estate — personal	Real estate — personal	2,960,962		27,139		3.68		2,825,578		23,043		3.27
Consumer	Consumer	2,098,523		29,454		5.63		2,070,560		18,697		3.62
Revolving home equity	Revolving home equity	300,623		5,661		7.55		272,280		2,507		3.69
Consumer credit card	Consumer credit card	555,875		19,088		13.77		537,681		15,170		11.32
Overdrafts	Overdrafts	4,630		—		—		5,524		—		—		Overdrafts		7,696			—	—		—	—		4,449					4,449			—	—		—
Total loans	Total loans	16,669,048		242,653		5.84		15,485,579		143,481		3.72
Loans held for sale	Loans held for sale	5,957		151		10.17		7,933		161		8.14
Investment securities:	Investment securities:
U.S. government and federal agency obligations
U.S. government and federal agency obligations
U.S. government and federal agency obligations	U.S. government and federal agency obligations	1,035,651		8,842		3.42		1,119,305		13,770		4.93
Government-sponsored enterprise obligations	Government-sponsored enterprise obligations	55,751		331		2.38		55,762		332		2.39
State and municipal obligations(A)	State and municipal obligations(A)	1,532,519		7,809		2.04		2,126,380		12,189		2.30
Mortgage-backed securities	Mortgage-backed securities	6,316,224		32,930		2.09		7,158,252		35,602		1.99
Asset-backed securities	Asset-backed securities	2,827,911		14,666		2.08		4,038,113		13,612		1.35
Other debt securities	Other debt securities	519,988		2,413		1.86		643,463		3,157		1.97
Trading debt securities(A)	Trading debt securities(A)	46,493		525		4.53		43,904		269		2.46
Equity securities(A)	Equity securities(A)	12,335		715		23.25		9,094		610		26.90
Other securities(A)	Other securities(A)	273,587		6,409		9.40		195,090		10,886		22.38
Total investment securities	Total investment securities	12,620,459		74,640		2.37		15,389,363		90,427		2.36
Federal funds sold	Federal funds sold	7,484		105		5.63		4,269		19		1.79
Securities purchased under agreements to resell	Securities purchased under agreements to resell	824,974		4,099		1.99		1,703,569		4,385		1.03
Interest earning deposits with banks	Interest earning deposits with banks	2,284,162		29,254		5.14		1,248,942		2,428		.78
Total interest earning assets	Total interest earning assets	32,412,084		350,902		4.34		33,839,655		240,901		2.86
Allowance for credit losses on loans	Allowance for credit losses on loans	(159,068)						(134,670)
Unrealized gain (loss) on debt securities	Unrealized gain (loss) on debt securities	(1,331,002)						(851,110)
Unrealized gain (loss) on debt securities
Unrealized gain (loss) on debt securities
Cash and due from banks
Cash and due from banks
Cash and due from banks	Cash and due from banks	309,789						315,352
Premises and equipment, net	Premises and equipment, net	449,030						401,663
Premises and equipment, net
Premises and equipment, net
Other assets
Other assets
Other assets	Other assets	1,182,521						521,478
Total assets	Total assets	$	32,863,354					$	34,092,368
Total assets
Total assets
LIABILITIES AND EQUITY:
LIABILITIES AND EQUITY:
LIABILITIES AND EQUITY:	LIABILITIES AND EQUITY:
Interest bearing deposits:	Interest bearing deposits:
Interest bearing deposits:
Interest bearing deposits:
Savings
Savings
Savings	Savings	$	1,516,887	186		.05		$	1,609,694	157		.04
Interest checking and money market	Interest checking and money market	12,918,399		29,860		.93		14,847,306		2,121		.06
Certificates of deposit of less than $100,000	Certificates of deposit of less than $100,000	1,075,110		10,125		3.78		411,655		205		.20
Certificates of deposit of $100,000 and over	Certificates of deposit of $100,000 and over	1,472,208		14,416		3.93		648,728		470		.29
Total interest bearing deposits	Total interest bearing deposits	16,982,604		54,587		1.29		17,517,383		2,953		.07
Borrowings:	Borrowings:
Federal funds purchased	Federal funds purchased	$	507,165	$	6,397	5.06		113,128		$	224	.79
Federal funds purchased
Federal funds purchased
Securities sold under agreements to repurchase	Securities sold under agreements to repurchase	2,206,612		17,014		3.09		2,258,184		2,702		.48
Other borrowings(B)	Other borrowings(B)	1,617,952		21,147		5.24		2,029		12		2.37
Total borrowings	Total borrowings	4,331,729		44,558		4.13		2,373,341		2,938		.50
Total interest bearing liabilities	Total interest bearing liabilities	21,314,333		99,145		1.87	%	19,890,724		5,891		.12	%	Total interest bearing liabilities		19,961,618			109,724	109,724		2.21	2.21	%					19,598,174			58,004	58,004		1.20	1.20	%
Non-interest bearing deposits	Non-interest bearing deposits	8,224,475						11,209,680
Other liabilities	Other liabilities	598,915						139,986
Other liabilities
Other liabilities
Equity
Equity
Equity	Equity	2,725,631						2,851,978
Total liabilities and equity	Total liabilities and equity	$	32,863,354					$	34,092,368
Total liabilities and equity
Total liabilities and equity
Net interest margin (FTE)
Net interest margin (FTE)
Net interest margin (FTE)	Net interest margin (FTE)			$	251,757					$	235,010
Net yield on interest earning assets	Net yield on interest earning assets					3.12	%					2.79	%
Net yield on interest earning assets
Net yield on interest earning assets																										3.33		%										3.26	%

(A) Stated on a fully taxable-equivalent basis using a federal income tax rate of 21%.

(B) Interest expense capitalized on construction projects is not deducted from the interest expense shown above.

~~Table of Contents~~

~~AVERAGE BALANCE SHEETS — AVERAGE RATES AND YIELDS~~

~~Six Months Ended June 30, 2023 and 2022~~

Six Months 2023 Six Months 2022
(Dollars in thousands) Average Balance Interest Income/Expense Avg. Rates Earned/Paid Average Balance Interest Income/Expense Avg. Rates Earned/Paid
ASSETS:
Loans:
Business(A)
$ 5,707,026 $ 154,077 5.44 % $ 5,354,845 $ 80,818 3.04 %
Real estate — construction and land 1,430,624 54,131 7.63 1,180,334 23,015 3.93
Real estate — business 3,509,789 101,070 5.81 3,129,477 54,974 3.54
Real estate — personal 2,947,431 53,225 3.64 2,817,325 45,739 3.27
Consumer 2,083,040 56,514 5.47 2,055,464 36,781 3.61
Revolving home equity 298,696 10,807 7.30 273,065 4,854 3.58
Consumer credit card 556,048 37,845 13.72 539,254 30,300 11.33
Overdrafts 4,540 — — 5,352 — —
Total loans 16,537,194 467,669 5.70 15,355,116 276,481 3.63
Loans held for sale 5,833 296 10.23 8,654 311 7.25
Investment securities:
U.S. government and federal agency obligations 1,067,184 13,980 2.64 1,111,570 23,087 4.19
Government-sponsored enterprise obligations 71,332 1,021 2.89 53,777 630 2.36
State and municipal obligations(A)
1,662,416 17,803 2.16 2,102,125 23,897 2.29
Mortgage-backed securities 6,384,934 65,760 2.08 7,236,993 71,372 1.99
Asset-backed securities 3,029,713 30,707 2.04 3,985,877 24,596 1.24
Other debt securities 524,440 4,936 1.90 639,875 6,291 1.98
Trading debt securities(A)
46,127 1,043 4.56 42,304 454 2.16
Equity securities(A)
12,396 1,429 23.25 9,295 1,219 26.45
Other securities(A)
251,848 10,438 8.36 193,708 13,688 14.25
Total investment securities 13,050,390 147,117 2.27 15,375,524 165,234 2.17
Federal funds sold 23,144 594 5.18 2,670 20 1.51
Securities purchased under agreements to resell 824,987 8,051 1.97 1,718,644 9,685 1.14
Interest earning deposits with banks 1,551,121 38,590 5.02 1,924,731 3,579 .37
Total interest earning assets 31,992,669 662,317 4.17 34,385,339 455,310 2.67
Allowance for credit losses on loans (154,617) (142,136)
Unrealized gain (loss) on debt securities (1,358,944) (514,573)
Cash and due from banks 311,895 327,728
Premises and equipment, net 440,208 404,317
Other assets 908,403 539,219
Total assets $ 32,139,614 $ 34,999,894
LIABILITIES AND EQUITY:
Interest bearing deposits:
Savings $ 1,533,459 379 .05 $ 1,586,522 335 .04
Interest checking and money market 13,090,983 49,818 .77 14,898,234 3,703 .05
Certificates of deposit of less than $100,000 747,061 11,550 3.12 420,703 344 .16
Certificates of deposit of $100,000 and over 1,189,372 21,043 3.57 754,890 897 .24
Total interest bearing deposits 16,560,875 82,790 1.01 17,660,349 5,279 .06
Borrowings:
Federal funds purchased $ 500,480 $ 11,983 4.83 $ 68,490 231 .68
Securities sold under agreements to repurchase 2,312,083 34,509 3.01 2,484,071 3,384 .27
Other borrowings(B)
1,087,556 27,867 5.17 1,402 13 1.87
Total borrowings 3,900,119 74,359 3.84 2,553,963 3,628 .29
Total interest bearing liabilities 20,460,994 157,149 1.55 % 20,214,312 8,907 .09 %
Non-interest bearing deposits 8,667,035 11,376,265
Other liabilities 356,829 321,805
Equity 2,654,756 3,087,512
Total liabilities and equity $ 32,139,614 $ 34,999,894
Net interest margin (FTE) $ 505,168 $ 446,403
Net yield on interest earning assets 3.18 % 2.62 %

~~(A) Stated on a fully taxable-equivalent basis using a federal income tax rate of 21%.~~

~~(B) Interest expense capitalized on construction projects is not deducted from the interest expense shown above.~~

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate risk management focuses on maintaining consistent growth in net interest income within Board-approved policy limits. The Company primarily uses earnings simulation models to analyze net interest income sensitivity to movement in interest rates. The Company performs monthly simulations that model interest rate movements and risk in accordance with changes to its balance sheet composition. For further discussion of the Company’s market risk, see the Interest Rate Sensitivity section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s ~~2022~~2023 Annual Report on Form 10-K.

The table below shows 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. The simulation presents three rising rate scenarios and three falling rate scenarios, and in these scenarios, rates are assumed to change evenly over 12 months, while the balance sheet remains flat.

The Company utilizes this simulation both for monitoring interest rate risk and for liquidity planning purposes. While the future effects of rising and falling rates on deposit balances cannot be known, the Company maintains a practice of running multiple rate scenarios, when relevant, to better understand interest rate risk and its effect on the Company’s performance. ~~In previous quarters, the Company modeled alternate scenarios with deposit attrition as rates rose.~~


		June 30, 2023						March 31, 2023
		March 31, 2024
		March 31, 2024
		March 31, 2024												December 31, 2023
(Dollars in millions)	(Dollars in millions)	$ Change in Net Interest Income		% Change in Net Interest Income		Assumed Deposit (Attrition)/Growth		$ Change in Net Interest Income		% Change in Net Interest Income		Assumed Deposit (Attrition)/Growth
300 basis points rising	300 basis points rising	$	(30.9)	(3.09)	%	$	—	$	(7.6)	(.75)	%	$	—
300 basis points rising
300 basis points rising
200 basis points rising
200 basis points rising
200 basis points rising	200 basis points rising	(24.4)		(2.44)		—		(6.5)		(.63)		—
100 basis points rising	100 basis points rising	(11.1)		(1.11)		—		(1.3)		(.13)		—
100 basis points rising
100 basis points rising
100 basis points falling
100 basis points falling
100 basis points falling	100 basis points falling	$	(3.3)	(.33)		$	—	(16.0)		(1.56)		—
200 basis points falling	200 basis points falling	(16.6)		(1.66)		—		(40.1)		(3.92)		—
200 basis points falling
200 basis points falling
300 basis points falling	300 basis points falling	(34.3)		(3.43)		—		(66.5)		(6.49)		—
300 basis points falling
300 basis points falling

Under the simulation, in the three rising rate scenarios, interest rate risk is mostly unchanged from the scenarios in the previous quarter and in the three falling rate scenarios, interest rate risk is more negative inwhen compared to the ~~rising rate~~ scenarios ~~and less negative~~ in ~~the falling rate scenarios than~~ the previous quarter. This change was primarily due to a ~~decrease~~more conservative approach in ~~core deposits, which are less~~modeling premium money market deposit accounts in the falling interest rate ~~sensitive, and an increase in wholesale funding with higher rates, which is more rate sensitive.~~scenarios.

The comparison 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.

Item 4. CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of ~~June 30, 2023.~~March 31, 2024. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective. There were no changes in the Company's internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II: OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The information required by this item is set forth in Part I, Item 1 under Note 17, Legal and Regulatory Proceedings.

~~Item 1A. RISK FACTORS~~

In addition to the other information set forth in this report, the Company's business, financial condition, and results of operations may be materially impacted by the risks that are discussed under the caption “Risk Factors” in Part I, Item 1A of the Company's Annual Report on Form 10-K, as amended, for the year ended December 31, 2022. The risk factors set forth below update, and should be read together with, such risk factors.

~~Liquidity and Capital Risks~~

~~Adverse developments affecting the banking industry, such as recent bank failures or concerns involving liquidity, may have material adverse effects on the Company’s operations.~~

Events impacting the banking industry during the first few months of 2023, including the failure of Silicon Valley Bank in March, have resulted in decreased confidence in regional banks among deposit customers, investors, and other counterparties. Additionally, these events have caused significant disruption, volatility and reduced valuations of equity and other securities of banks in the capital markets. These events occurred during a period of rapidly rising interest rates, which, among other things, has resulted in unrealized losses in the Company's available for sale debt securities portfolio and increased competition for bank deposits. These events have, and could continue to have, adverse impacts on the market price and volatility of the Company’s stock. These events could also lead to increases in the Company’s interest expense, as it has raised and may continue to raise interest rates paid to depositors in order to compete with other banks, and in an effort to replace deposits, seek borrowings which carry higher interest rates.

Recent bank failures have caused concern and uncertainty regarding the liquidity adequacy of the banking sector as a whole and resulted in some regional bank customers choosing to maintain deposits with larger financial institutions. A significant reduction in the Company’s deposits could materially, adversely impact the Company’s liquidity, ability to fund loans, and results of operations. In addition to customer deposits, the Company borrows on an overnight and short-term basis from third parties in the form of federal funds purchased and repurchase agreements and through lines of credit and borrowings from the FHLB and FRB. If the Company is not able to access borrowings through those facilities due to an increase in demand from other banks or due to insufficient levels of pledgeable assets, its ability to borrow funds may be materially adversely impacted.

~~The Company could recognize losses on securities held in its securities portfolio, particularly if it were to sell a significant portion of its investments prior to maturity.~~

The Company maintains a portfolio of investments, which includes available for sale debt securities, trading securities, equity securities, and other investments. At June 30, 2023, the Company did not hold any investments classified as held-to-maturity. The Company's available for sale debt securities portfolio is carried at fair value, with unrealized gains and losses carried in accumulated other comprehensive income (loss) within shareholder's equity. The fair value of investments, including available for sale debt investments, may change with changes in interest rates, credit concerns, or other economic factors. Due to the rapid rise of interest rates during 2022 and early 2023, the fair value of the Company's available of sale debt securities included a net unrealized loss of $1.4 billion at June 30, 2023. Although as of June 30, 2023, the Company has the intent and ability to maintain its available for sale debt investments until maturity, if in the future the Company were to elect to sell or needed to sell the investments before their maturity, the Company could realize significant losses in its income statement.

Any changes to regulations, regulatory policies, laws, or supervisory or enforcement activities arising from the recent events in the banking industry could increase the Company’s expenses and adversely impact the Company’s operations.

In addition to operational impacts to the Company, the recent events in the banking industry may also result in changes to the laws and regulations governing banks and bank holding companies. As part of the financial services industry, the Company is subject to extensive federal and state regulation and supervision. Changes to regulations, regulatory policies, laws, or supervisory or enforcement activities could affect the Company in substantial and adverse ways, including limiting the services and products the Company may offer, restrict the Company’s ability to pay dividends, result in the Company incurring higher costs, or subject the Company to higher capital requirements. Inability to access short-term funding, loss of client deposits or

~~Table of Contents~~

changes in our credit ratings could increase the cost of funding, limit access to capital markets or negatively impact the Company’s overall liquidity or capitalization. The Company may be impacted by concerns regarding the soundness or creditworthiness of other financial institutions, which can cause disruption within the financial markets and increased expenses. The cost of resolving the recent bank failures may also prompt the FDIC to increase its premiums above the recently increased levels or to issue additional special assessments, which would likely increase expenses and negatively impact net income.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth information about the Company's purchases of its $5 par value common stock, its only class of common stock registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

Period
Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as part of Publicly Announced Program Maximum Number that May Yet Be Purchased Under the Program
April 1 - 30, 2023 2,907 $ 56.11 2,907 2,561,770
May 1 - 31, 2023 662 $ 49.79 662 2,561,108
June 1 - 30, 2023 2,636 $ 49.45 2,636 2,558,472
Total 6,205 $ 52.61 6,205 2,558,472


Period	Total Number of Shares Purchased	Average Price Paid per Share			Total Number of Shares Purchased as part of Publicly Announced Program	Maximum Number that May Yet Be Purchased Under the Program
January 1 - 31, 2024	156,436		$	54.03	156,436	1,600,811
February 1 - 29, 2024	379,435		$	51.32	379,435	1,221,376
March 1 - 31, 2024	270,346		$	52.16	270,346	951,030
Total	806,217		$	52.13	806,217	951,030

The Company's stock purchases shown above were made under authorizations by the Board of Directors. Under the most recent authorization in April 2022 of 5,000,000 shares, ~~2,558,472~~951,030 shares remained available for purchase at ~~June 30, 2023.~~March 31, 2024. On April 17, 2024, the share repurchase authorization was increased to 5,000,000 shares.

Item 5. OTHER INFORMATION

During the three months ended ~~June 30, 2023,~~March 31, 2024, none of ~~our~~the officers or directors of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Item 6. EXHIBITS

The exhibits filed as part of this report and exhibits incorporated herein by reference to other documents are listed below.

~~10.1 - Commerce Bancshares, Inc. Equity Incentive Plan~~ ~~amended and restated as of April 19, 2023, was filed in current report on Form 8-K (Commission File number 1-36502) dated April~~ ~~25, 2023, and the same is hereby inco~~r ~~porated by reference.~~

~~10.2~~ ~~- Commerce Bancshares, Inc. Executive Incentive Compensation Planamended and restated as of April 19, 2023, was filed in current report on Form 8-K (Commission File number 1-36502) dated April 25, 2023, and the same is hereby incorporated by reference.~~

31.1 — Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 — Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32 — Certifications of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101 — Interactive data files in Inline XBRL pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

104 — Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	COMMERCE BANCSHARES, INC.



	By	/s/ M~~ARGARET~~MARGARET M. ROWER~~OWE~~
		Margaret M. Rowe
Date: ~~August 4, 2023~~May 8, 2024		Vice President & Secretary


	By	/s/ PAUL A. STEINER
		Paul A. Steiner
		Controller
Date: ~~August 4, 2023~~May 8, 2024		(Chief Accounting Officer)

7569


(In thousands)	December 31, 2022		Balance at December 31, 2022 that was 90 days past due at any time during previous 12 months
Commercial:
Business	$	12,311	$	—
Real estate - construction and land	57,547		—
Real estate - business	118,654		—
Personal Banking:
Real estate - personal	2,809		419
Consumer	2,250		268
Revolving home equity	17		—
Consumer credit card	5,083		452
Total troubled debt restructurings	$	198,671	$	1,139



	Six Months 2023						Six Months 2022
(Dollars in thousands)	Average Balance		Interest Income/Expense		Avg. Rates Earned/Paid		Average Balance		Interest Income/Expense		Avg. Rates Earned/Paid
ASSETS:
Loans:
Business(A)	$	5,707,026	$	154,077	5.44	%	$	5,354,845	$	80,818	3.04	%
Real estate — construction and land	1,430,624		54,131		7.63		1,180,334		23,015		3.93
Real estate — business	3,509,789		101,070		5.81		3,129,477		54,974		3.54
Real estate — personal	2,947,431		53,225		3.64		2,817,325		45,739		3.27
Consumer	2,083,040		56,514		5.47		2,055,464		36,781		3.61
Revolving home equity	298,696		10,807		7.30		273,065		4,854		3.58
Consumer credit card	556,048		37,845		13.72		539,254		30,300		11.33
Overdrafts	4,540		—		—		5,352		—		—
Total loans	16,537,194		467,669		5.70		15,355,116		276,481		3.63
Loans held for sale	5,833		296		10.23		8,654		311		7.25
Investment securities:
U.S. government and federal agency obligations	1,067,184		13,980		2.64		1,111,570		23,087		4.19
Government-sponsored enterprise obligations	71,332		1,021		2.89		53,777		630		2.36
State and municipal obligations(A)	1,662,416		17,803		2.16		2,102,125		23,897		2.29
Mortgage-backed securities	6,384,934		65,760		2.08		7,236,993		71,372		1.99
Asset-backed securities	3,029,713		30,707		2.04		3,985,877		24,596		1.24
Other debt securities	524,440		4,936		1.90		639,875		6,291		1.98
Trading debt securities(A)	46,127		1,043		4.56		42,304		454		2.16
Equity securities(A)	12,396		1,429		23.25		9,295		1,219		26.45
Other securities(A)	251,848		10,438		8.36		193,708		13,688		14.25
Total investment securities	13,050,390		147,117		2.27		15,375,524		165,234		2.17
Federal funds sold	23,144		594		5.18		2,670		20		1.51
Securities purchased under agreements to resell	824,987		8,051		1.97		1,718,644		9,685		1.14
Interest earning deposits with banks	1,551,121		38,590		5.02		1,924,731		3,579		.37
Total interest earning assets	31,992,669		662,317		4.17		34,385,339		455,310		2.67
Allowance for credit losses on loans	(154,617)						(142,136)
Unrealized gain (loss) on debt securities	(1,358,944)						(514,573)
Cash and due from banks	311,895						327,728
Premises and equipment, net	440,208						404,317
Other assets	908,403						539,219
Total assets	$	32,139,614					$	34,999,894
LIABILITIES AND EQUITY:
Interest bearing deposits:
Savings	$	1,533,459	379		.05		$	1,586,522	335		.04
Interest checking and money market	13,090,983		49,818		.77		14,898,234		3,703		.05
Certificates of deposit of less than $100,000	747,061		11,550		3.12		420,703		344		.16
Certificates of deposit of $100,000 and over	1,189,372		21,043		3.57		754,890		897		.24
Total interest bearing deposits	16,560,875		82,790		1.01		17,660,349		5,279		.06
Borrowings:
Federal funds purchased	$	500,480	$	11,983	4.83		$	68,490	231		.68
Securities sold under agreements to repurchase	2,312,083		34,509		3.01		2,484,071		3,384		.27
Other borrowings(B)	1,087,556		27,867		5.17		1,402		13		1.87
Total borrowings	3,900,119		74,359		3.84		2,553,963		3,628		.29
Total interest bearing liabilities	20,460,994		157,149		1.55	%	20,214,312		8,907		.09	%
Non-interest bearing deposits	8,667,035						11,376,265
Other liabilities	356,829						321,805
Equity	2,654,756						3,087,512
Total liabilities and equity	$	32,139,614					$	34,999,894
Net interest margin (FTE)			$	505,168					$	446,403
Net yield on interest earning assets					3.18	%					2.62	%