e10vq
Table of Contents

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
         
(Mark One)        
 
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007
OR
            
         
         
         
o
  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. 0-2989
 
COMMERCE BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
 
     
Missouri
(State of Incorporation)
  43-0889454
(IRS Employer Identification No.)
     
1000 Walnut,
Kansas City, MO
(Address of principal executive offices)
 
64106
(Zip Code)
     
(816) 234-2000
(Registrant’s telephone number, including area code)
   
 
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 checkmark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Act. (Check one):
 
Large accelerated filer þ     Accelerated filer o     Non-accelerated filer o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes o     No þ
 
As of October 30, 2007, the registrant had outstanding 68,551,252 shares of its $5 par value common stock, registrant’s only class of common stock.
 


 

 
Commerce Bancshares, Inc. and Subsidiaries
 
Form 10-Q
 
                 
INDEX          
Page
 
 
  Financial Information
                 
    Item 1.   Financial Statements        
                 
        Consolidated Balance Sheets as of September 30, 2007 (unaudited) and December 31, 2006     3  
                 
        Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2007 and 2006 (unaudited)     4  
                 
        Consolidated Statements of Stockholders’ Equity for the Nine Months Ended September 30, 2007 and 2006 (unaudited)     5  
                 
        Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2007 and 2006 (unaudited)     6  
                 
        Notes to Consolidated Financial Statements     7  
                 
    Item 2.   Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations     16  
                 
    Item 3.   Quantitative and Qualitative Disclosures about Market Risk     36  
                 
    Item 4.   Controls and Procedures     37  
             
  Other Information        
                 
    Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds     37  
                 
    Item 6.   Exhibits     37  
                 
                 
        38  
                 
                 
        39  
 302 Certification of CEO
 302 Certification of CFO
 906 Certifications of CEO and CFO


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PART I: FINANCIAL INFORMATION
 
Item 1.  FINANCIAL STATEMENTS
 
Commerce Bancshares, Inc. and Subsidiaries
 
CONSOLIDATED BALANCE SHEETS
                 
   
    September 30
    December 31
 
    2007     2006  
   
    (Unaudited)        
    (In thousands)  
 
ASSETS
Loans, net of unearned income
  $ 10,451,029     $ 9,681,520  
Allowance for loan losses
    (133,588 )     (131,730 )
 
 
Net loans
    10,317,441       9,549,790  
 
 
Loans held for sale
    303,658       278,598  
Investment securities:
               
Available for sale ($527,024,000 pledged in 2007 and $526,430,000 pledged in 2006 to secure structured repurchase agreements)
    3,411,804       3,415,440  
Trading
    17,189       6,676  
Non-marketable
    93,086       74,207  
 
 
Total investment securities
    3,522,079       3,496,323  
 
 
Federal funds sold and securities purchased under agreements to resell
    520,484       527,816  
Cash and due from banks
    543,626       626,500  
Land, buildings and equipment, net
    403,747       386,095  
Goodwill
    125,088       97,643  
Other intangible assets, net
    22,322       19,633  
Other assets
    265,864       247,951  
 
 
Total assets
  $ 16,024,309     $ 15,230,349  
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
               
Non-interest bearing demand
  $ 1,148,991     $ 1,312,400  
Savings, interest checking and money market
    6,971,076       6,879,047  
Time open and C.D.’s of less than $100,000
    2,398,877       2,302,567  
Time open and C.D.’s of $100,000 and over
    1,432,831       1,250,840  
 
 
Total deposits
    11,951,775       11,744,854  
 
 
Federal funds purchased and securities sold under agreements to repurchase
    2,059,095       1,771,282  
Other borrowings
    345,749       53,934  
Other liabilities
    176,124       218,165  
 
 
Total liabilities
    14,532,743       13,788,235  
 
 
Stockholders’ equity:
               
Preferred stock, $1 par value
               
Authorized and unissued 2,000,000 shares
           
Common stock, $5 par value
Authorized 100,000,000 shares; issued 70,465,922 shares
    352,330       352,330  
Capital surplus
    421,733       427,421  
Retained earnings
    794,779       683,176  
Treasury stock of 1,924,589 shares in 2007 and 422,468 shares in 2006, at cost
    (91,040 )     (20,613 )
Accumulated other comprehensive income (loss)
    13,764       (200 )
 
 
Total stockholders’ equity
    1,491,566       1,442,114  
 
 
Total liabilities and stockholders’ equity
  $ 16,024,309     $ 15,230,349  
 
 
See accompanying notes to consolidated financial statements.


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Commerce Bancshares, Inc. and Subsidiaries
 
CONSOLIDATED STATEMENTS OF INCOME
                                 
   
    For the Three Months
    For the Nine Months
 
    Ended September 30     Ended September 30  
(In thousands, except per share data)   2007     2006     2007     2006  
   
    (Unaudited)  
 
INTEREST INCOME
                               
Interest and fees on loans
  $ 188,863     $ 167,921     $ 549,142     $ 468,206  
Interest and fees on loans held for sale
    5,049       5,479       17,314       16,256  
Interest on investment securities
    38,011       37,791       112,800       111,182  
Interest on federal funds sold and securities purchased under agreements to resell
    6,351       5,079       20,093       8,503  
 
 
Total interest income
    238,274       216,270       699,349       604,147  
 
 
INTEREST EXPENSE
                               
Interest on deposits:
                               
Savings, interest checking and money market
    31,173       26,301       88,622       68,910  
Time open and C.D.’s of less than $100,000
    28,541       23,238       82,777       59,417  
Time open and C.D.’s of $100,000 and over
    18,812       15,706       55,291       42,799  
Interest on federal funds purchased and securities sold under agreements to repurchase
    20,277       20,287       64,021       46,892  
Interest on other borrowings
    4,209       1,985       8,033       7,162  
 
 
Total interest expense
    103,012       87,517       298,744       225,180  
 
 
Net interest income
    135,262       128,753       400,605       378,967  
Provision for loan losses
    11,455       7,575       28,670       17,679  
 
 
Net interest income after provision for loan losses
    123,807       121,178       371,935       361,288  
 
 
NON-INTEREST INCOME
                               
Deposit account charges and other fees
    30,148       29,723       86,740       86,130  
Bank card transaction fees
    26,409       24,187       75,347       69,453  
Trust fees
    19,823       17,805       58,448       53,616  
Trading account profits and commissions
    2,174       1,639       5,475       6,214  
Consumer brokerage services
    3,056       2,476       9,431       7,636  
Loan fees and sales
    2,919       1,956       6,916       8,444  
Other
    10,608       9,546       31,123       31,063  
 
 
Total non-interest income
    95,137       87,332       273,480       262,556  
 
 
INVESTMENT SECURITIES GAINS, NET
    1,562       3,324       4,964       9,011  
 
 
NON-INTEREST EXPENSE
                               
Salaries and employee benefits
    77,312       72,169       230,335       215,133  
Net occupancy
    11,572       11,009       34,205       32,216  
Equipment
    5,761       7,109       17,875       19,129  
Supplies and communication
    8,546       8,073       25,638       24,338  
Data processing and software
    12,407       12,904       35,787       37,928  
Marketing
    4,775       4,397       13,952       13,372  
Other
    18,720       16,643       54,069       49,699  
 
 
Total non-interest expense
    139,093       132,304       411,861       391,815  
 
 
Income before income taxes
    81,413       79,530       238,518       241,040  
Less income taxes
    25,515       24,982       75,550       78,215  
 
 
Net income
  $ 55,898     $ 54,548     $ 162,968     $ 162,825  
 
 
Net income per share – basic
  $ .82     $ .78     $ 2.36     $ 2.32  
Net income per share – diluted
  $ .81     $ .77     $ 2.33     $ 2.29  
 
 
See accompanying notes to consolidated financial statements.


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Commerce Bancshares, Inc. and Subsidiaries
 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
                                                 
   
                            Accumulated
       
                            Other
       
(In thousands,
  Common
    Capital
    Retained
    Treasury
    Comprehensive
       
except per share data)   Stock     Surplus     Earnings     Stock     Income (Loss)     Total  
   
    (Unaudited)  
 
Balance January 1, 2007
  $ 352,330     $ 427,421     $ 683,176     $ (20,613 )   $ (200 )   $ 1,442,114  
 
 
Net income
                    162,968                       162,968  
Change in unrealized gain (loss) on available for sale securities, net of tax
                                    13,620       13,620  
Amortization of pension loss, net of tax
                                    344       344  
                                                 
Total comprehensive income
                                            176,932  
                                                 
Purchase of treasury stock
                            (121,156 )             (121,156 )
Issuance of stock under purchase and equity compensation plans
            (8,486 )             19,420               10,934  
Net tax benefit related to equity compensation plans
            1,884                               1,884  
Stock-based compensation
            4,609                               4,609  
Issuance of nonvested stock awards
            (3,392 )             3,392                
Cash dividends paid ($.750 per share)
                    (51,811 )                     (51,811 )
Issuance in South Tulsa Financial Corp. acquisition
            (303 )             27,917               27,614  
Adoption of FIN 48
                    446                       446  
 
 
Balance September 30, 2007
  $ 352,330     $ 421,733     $ 794,779     $ (91,040 )   $ 13,764     $ 1,491,566  
 
 
Balance January 1, 2006
  $ 347,049     $ 388,552     $ 693,021     $ (86,901 )   $ (3,883 )   $ 1,337,838  
 
 
Net income
                    162,825                       162,825  
Change in unrealized gain (loss) on available for sale securities, net of tax
                                    10,343       10,343  
                                                 
Total comprehensive income
                                            173,168  
                                                 
Purchase of treasury stock
                            (79,885 )             (79,885 )
Issuance of stock under purchase and equity compensation plans
            (6,309 )             12,245               5,936  
Net tax benefit related to equity compensation plans
            1,178                               1,178  
Stock-based compensation
            3,363                               3,363  
Issuance of nonvested stock awards
            (1,173 )             1,173                
Issuance in West Pointe Bancorp, Inc. acquisition
            (1,268 )             68,752               67,484  
Cash dividends paid ($.700 per share)
                    (49,295 )                     (49,295 )
 
 
Balance September 30, 2006
  $ 347,049     $ 384,343     $ 806,551     $ (84,616 )   $ 6,460     $ 1,459,787  
 
 
See accompanying notes to consolidated financial statements.


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Commerce Bancshares, Inc. and Subsidiaries
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
                 
   
    For the Nine Months
 
    Ended September 30  
(In thousands)   2007     2006  
   
    (Unaudited)  
 
OPERATING ACTIVITIES:
               
Net income
  $ 162,968     $ 162,825  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Provision for loan losses
    28,670       17,679  
Provision for depreciation and amortization
    39,072       35,404  
Amortization of investment security premiums, net
    5,684       9,254  
Investment securities gains, net(A)
    (4,964 )     (9,011 )
Net gains on sales of loans held for sale
    (4,530 )     (6,044 )
Originations of loans held for sale
    (317,164 )     (291,181 )
Proceeds from sales of loans held for sale
    296,652       333,829  
Net (increase) decrease in trading securities
    (4,702 )     19,708  
Stock-based compensation
    4,609       3,363  
Increase in interest receivable
    (715 )     (7,722 )
Increase in interest payable
    11,136       22,954  
Increase in income taxes payable
    4,850       11,046  
Net tax benefit related to equity compensation plans
    (1,884 )     (1,178 )
Other changes, net
    (20,802 )     (5,819 )
 
 
Net cash provided by operating activities
    198,880       295,107  
 
 
INVESTING ACTIVITIES:
               
Net cash and cash equivalents paid in acquisitions
    (14,046 )     (8,498 )
Proceeds from sales of investment securities(A)
    35,094       164,193  
Proceeds from maturities/pay downs of investment securities(A)
    871,118       811,219  
Purchases of investment securities(A)
    (873,456 )     (722,878 )
Net increase in loans
    (620,747 )     (607,060 )
Purchases of land, buildings and equipment
    (42,623 )     (34,950 )
Sales of land, buildings and equipment
    4,186       2,324  
 
 
Net cash used in investing activities
    (640,474 )     (395,650 )
 
 
FINANCING ACTIVITIES:
               
Net decrease in non-interest bearing demand, savings, interest checking and money market deposits
    (264,677 )     (193,641 )
Net increase in time open and C.D.’s
    228,345       442,203  
Net increase in federal funds purchased and securities sold under agreements to repurchase
    276,884       415,058  
Additional long-term borrowings
    300,000        
Repayment of long-term borrowings
    (29,015 )     (139,921 )
Purchases of treasury stock
    (121,156 )     (79,885 )
Proceeds from issuance of stock under stock purchase and equity compensation plans
    10,934       5,936  
Net tax benefit related to equity compensation plans
    1,884       1,178  
Cash dividends paid on common stock
    (51,811 )     (49,295 )
 
 
Net cash provided by financing activities
    351,388       401,633  
 
 
Increase (decrease) in cash and cash equivalents
    (90,206 )     301,090  
Cash and cash equivalents at beginning of year
    1,154,316       674,135  
 
 
Cash and cash equivalents at September 30
  $ 1,064,110     $ 975,225  
 
 
(A) Available for sale and non-marketable securities
               
 
 
Income tax payments, net of refunds
  $ 69,487     $ 70,766  
Interest paid on deposits and borrowings
  $ 287,877     $ 202,226  
 
 
See accompanying notes to consolidated financial statements.


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Commerce Bancshares, Inc. and Subsidiaries
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2007 (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). The consolidated financial statements in this report have not been audited. All significant intercompany accounts and transactions have been eliminated. Certain reclassifications were made to 2006 data to conform to current year presentation. 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. The results of operations for the three and nine month periods ended September 30, 2007 are not necessarily indicative of results to be attained for the full year or any other interim periods.
 
The significant accounting policies followed in the preparation of the quarterly financial statements are disclosed in the 2006 Annual Report on Form 10-K.
 
2.  Acquisitions
 
On July 1, 2007, the Company completed its previously announced acquisition of Commerce Bank in Denver, Colorado, and Commerce Bank’s results of operations are included in the Company’s consolidated financial results beginning on that date. In this transaction, the Company acquired all of the outstanding stock of Commerce Bank for $29.5 million in cash. The acquisition added $123.9 million in assets (including $74.5 million in loans), $72.2 million in deposits and the Company’s first location in Colorado. Intangible assets recognized as a result of the transaction consisted of goodwill of $15.1 million and core deposit premium of $4.9 million.
 
The Company acquired South Tulsa Financial Corporation (South Tulsa) on April 1, 2007, and South Tulsa’s results of operations are included in the Company’s consolidated financial results beginning on that date. In this transaction, the Company acquired the outstanding stock of South Tulsa and issued 561,951 shares of Company stock valued at $27.6 million. The valuation of Company stock was based on the average closing price of Company stock during the measurement period of March 21 through March 27. The Company’s acquisition of South Tulsa added $114.7 million in loans, $103.9 million in deposits and two branch locations in Tulsa, Oklahoma. Intangible assets recognized as a result of the transaction consisted of approximately $10.7 million in goodwill and $3.4 million in core deposit premium.
 
Historical pro forma information has not been presented because the effects of the acquisitions on the Company’s financial statements were not material.
 
3.  Loans and Allowance for Loan Losses
 
Major classifications within the Company’s loan portfolio at September 30, 2007 and December 31, 2006 are as follows.
 
                 
   
    September 30
    December 31
 
(In thousands)   2007     2006  
   
 
Business
  $ 3,207,196     $ 2,860,692  
Real estate – construction
    686,226       658,148  
Real estate – business
    2,207,214       2,148,195  
Real estate – personal
    1,541,977       1,478,669  
Consumer
    1,634,982       1,435,038  
Home equity
    451,952       441,851  
Consumer credit card
    700,761       648,326  
Overdrafts
    20,721       10,601  
 
 
Total loans
  $ 10,451,029     $ 9,681,520  
 
 


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Included in the table above are impaired loans amounting to $25,962,000 at September 30, 2007 and $18,236,000 at December 31, 2006. A loan is impaired when, based on current information and events, it is probable that all amounts due under the contractual terms of the agreement will not be collected. Loans acquired in the South Tulsa and Denver transactions with evidence of a deterioration in credit quality were not material to the consolidated financial statements of the Company. Accordingly, the provisions of AICPA Statement of Position 03-3, which require special accounting for such loans, were not applied.
 
The Company’s portfolio of construction loans comprised 6.6% of total loans outstanding at September 30, 2007. These loans are predominantly made to businesses in the local markets of the banking subsidiaries. Commercial construction loans are made during the construction phase for small and medium-sized office and medical buildings, manufacturing and warehouse facilities, apartment complexes, shopping centers, hotels and motels, and other commercial properties. The table below shows the Company’s holdings of the major types of construction loans.
 
                 
   
    Balance at
       
    September 30
       
(In thousands)   2007     % of Total  
   
 
Land development
  $ 241,403       35.2%  
Residential construction
    190,070       27.7%  
Commercial construction
    254,753       37.1%  
 
 
Total real estate-construction loans
  $ 686,226       100.0%  
 
 
 
In addition to its basic portfolio, the Company originates other held for sale loans which it intends to sell in secondary markets. Loans held for sale amounted to $303,658,000 at September 30, 2007 compared to $278,598,000 at December 31, 2006. These loans consist mainly of student loans, amounting to $295,238,000 at September 30, 2007, in addition to $8,420,000 of certain fixed rate residential mortgage loans.
 
The following is a summary of the allowance for loan losses.
 
                                 
   
    For the Three Months
    For the Nine Months
 
    Ended September 30     Ended September 30  
(In thousands)   2007     2006     2007     2006  
   
 
Balance, beginning of period
  $ 132,960     $ 128,446     $ 131,730     $ 128,447  
 
 
Additions:
                               
Allowance for loan losses of acquired banks
    629       3,688       1,857       3,688  
Provision for loan losses
    11,455       7,575       28,670       17,679  
 
 
Total additions
    12,084       11,263       30,527       21,367  
 
 
Deductions:
                               
Loan losses
    15,360       10,698       41,641       29,267  
Less recoveries on loans
    3,904       2,823       12,972       11,287  
 
 
Net loan losses
    11,456       7,875       28,669       17,980  
 
 
Balance, September 30
  $ 133,588     $ 131,834     $ 133,588     $ 131,834  
 
 


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4.  Investment Securities
 
Investment securities, at fair value, consist of the following at September 30, 2007 and December 31, 2006.
 
                 
   
    September 30
    December 31
 
(In thousands)   2007     2006  
   
 
Available for sale
               
U.S. government and federal agency obligations
  $ 10,075     $ 9,651  
Government-sponsored enterprise obligations
    370,264       464,567  
State and municipal obligations
    593,353       594,824  
Mortgage-backed securities
    1,949,400       1,782,443  
Other asset-backed securities
    343,068       354,465  
Other debt securities
    21,315       36,009  
Equity securities
    124,329       173,481  
 
 
Total available for sale
    3,411,804       3,415,440  
 
 
Trading
    17,189       6,676  
Non-marketable
    93,086       74,207  
 
 
Total investment securities
  $ 3,522,079     $ 3,496,323  
 
 
 
Available for sale equity securities included short-term investments in money market mutual funds of $10,780,000 at September 30, 2007 and $59,973,000 at December 31, 2006. Equity securities also included common and preferred stock held by the Commerce Bancshares, Inc. holding company (the Parent) with a fair value of $92,428,000 at September 30, 2007 and $107,840,000 at December 31, 2006.
 
Non-marketable securities included Federal Home Loan Bank stock and Federal Reserve Bank stock held for debt and regulatory purposes, which totaled $49,070,000 and $35,592,000 at September 30, 2007 and December 31, 2006, respectively. Also included were venture capital and private equity investments, which amounted to $43,919,000 and $38,548,000 at September 30, 2007 and December 31, 2006, respectively. During the first nine months of 2007 and 2006, net gains of $4,211,000 and $8,257,000, respectively, were recognized on venture capital and private equity investments. The net gains consisted of both realized gains and losses upon disposal and fair value adjustments on investments held in the portfolio.
 
At September 30, 2007, securities carried at $2.0 billion were pledged to secure public fund deposits, securities sold under agreements to repurchase, trust funds, and borrowing capacity at the Federal Reserve. Securities pledged under agreements pursuant to which the collateral may be sold or re-pledged by the secured parties approximated $527.0 million, while securities pledged under agreements pursuant to which the secured parties may not sell or re-pledge the collateral approximated $1.5 billion at September 30, 2007.
 
5.  Goodwill and Other Intangible Assets
 
The following table presents information about the Company’s intangible assets which have estimable useful lives.
 
                                                 
   
    September 30, 2007     December 31, 2006  
    Gross
                Gross
             
    Carrying
    Accumulated
    Net
    Carrying
    Accumulated
    Net
 
(In thousands)   Amount     Amortization     Amount     Amount     Amortization     Amount  
   
 
Amortizable intangible assets:
                                               
Core deposit premium
  $ 25,720     $ (4,095 )   $ 21,625     $ 19,920     $ (1,093 )   $ 18,827  
Mortgage servicing rights
    1,342       (645 )     697       1,338       (532 )     806  
 
 
Total
  $ 27,062     $ (4,740 )   $ 22,322     $ 21,258     $ (1,625 )   $ 19,633  
 
 
 
Aggregate amortization expense on intangible assets was $1,292,000 and $142,000, respectively, for the three month periods ended September 30, 2007 and 2006, and $3,115,000 and $146,000 for the nine month


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periods ended September 30, 2007 and 2006. 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 September 30, 2007. The Company’s actual amortization expense in any given period may be different from the estimated amounts depending upon the addition of new intangible assets, changes in mortgage interest rates, pre-payment rates and other market conditions.
 
         
   
(In thousands)      
   
 
2007
  $ 4,236  
2008
    4,262  
2009
    3,740  
2010
    3,222  
2011
    2,708  
 
 
 
Changes in the carrying amount of goodwill and net other intangible assets for the nine month period ended September 30, 2007 are as follows. Additional intangible assets were acquired in the South Tulsa and Denver bank transactions, and adjustments were recorded to intangible assets acquired in prior years, mainly due to the finalization of core deposit premium valuation analyses.
 
                         
   
                Mortgage
 
          Core Deposit
    Servicing
 
(In thousands)   Goodwill     Premium     Rights  
   
 
Balance at December 31, 2006
  $ 97,643     $ 18,827     $ 806  
 
 
Current year acquisitions
    25,758       8,290        
Adjustments to prior year acquisitions
    1,687       (2,490 )      
Originations
                4  
Amortization
          (3,002 )     (113 )
 
 
Balance at September 30, 2007
  $ 125,088     $ 21,625     $ 697  
 
 
 
6.  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 the 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 to be received from the customer over the life of the agreement. At September 30, 2007 that net liability was $5,119,000, 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 $459,688,000 at September 30, 2007.
 
The Company guarantees payments to holders of certain trust preferred securities issued by two wholly owned grantor trusts. Preferred securities issued by Breckenridge Capital Trust I, amounting to $4,000,000 are due in 2030 and may be redeemed beginning in 2010. These securities have a 10.875% interest rate throughout their term. Securities issued by West Pointe Statutory Trust I, amounting to $10,000,000, are due in 2034 and may be redeemed beginning in 2009. These securities have a variable interest rate, which was 7.94% at September 30, 2007. The rate is based on LIBOR, and resets on a quarterly basis. The maximum


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potential future payments guaranteed by the Company, which includes future interest and principal payments through maturity, was estimated to be approximately $45,366,000 at September 30, 2007. At September 30, 2007, the Company had a recorded liability of $14,067,000 in principal and accrued interest to date, representing amounts owed to the security holders.
 
In 2007, the Company entered into several risk participation agreements (RPAs) with other financial institutions which mitigate those institutions’ credit risk arising from 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 institution. The Company’s exposure is based on notional amounts totaling $21,151,000. At inception of each contract, the Company received a fee from the institution which was recorded as a liability representing the fair value of the RPA. Any future changes in fair value, including those due to a change in the third party’s creditworthiness, are recorded in current earnings. At September 30, 2007 the total liability was $140,000. 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. If an event of default on the contracts had occurred at September 30, 2007, the Company would have been required to make payments of approximately $623,000.
 
7.  Pension
 
The amount of net pension cost (income) is as follows.
 
                                 
   
    For the Three
    For the Nine
 
    Months Ended
    Months Ended
 
    September 30     September 30  
(In thousands)   2007     2006     2007     2006  
   
 
Service cost – benefits earned during the period
  $ 248     $ 211     $ 743     $ 763  
Interest cost on projected benefit obligation
    1,145       1,157       3,436       3,539  
Expected return on plan assets
    (1,705 )     (1,800 )     (5,115 )     (5,400 )
Amortization of unrecognized net loss
    185       285       555       800  
 
 
Net periodic pension cost (income)
  $ (127 )   $ (147 )   $ (381 )   $ (298 )
 
 
 
Substantially all benefits under the Company’s defined benefit pension plan were frozen effective January 1, 2005. During the first nine months of 2007, 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. The Company has no plans to make any further contributions, other than those related to the CERP, during the remainder of 2007. The higher income recognized for the defined benefit pension plan for the first nine months of 2007 over the same period in 2006 was primarily due to the greater than expected return on plan assets for the year ended September 30, 2006 (the valuation date).
 
A recently issued accounting pronouncement required the Company to reflect the funded status of its defined benefit pension plan on its consolidated balance sheet at December 31, 2006. Accordingly, the Company recorded a pre-tax reduction in accumulated other comprehensive income of $17,532,000, consisting of accumulated net loss, on that date. During the first nine months of 2007, $555,000 of accumulated net loss was recognized as a component of net periodic benefit cost, as shown above, and as an increase in other comprehensive income.


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8.  Common Stock
 
Presented below is a summary of the components used to calculate basic and diluted earnings per share.
 
                                 
   
    For the Three
    For the Nine
 
    Months Ended
    Months Ended
 
    September 30     September 30  
(In thousands, except per share data)   2007     2006     2007     2006  
   
 
Basic earnings per share:
                               
Net income available to common shareholders
  $ 55,898     $ 54,548     $ 162,968     $ 162,825  
 
 
Weighted average basic common shares outstanding
    68,494       70,036       69,132       70,083  
Basic earnings per share
  $ .82     $ .78     $ 2.36     $ 2.32  
 
 
Diluted earnings per share:
                               
Net income available to common shareholders
  $ 55,898     $ 54,548     $ 162,968     $ 162,825  
 
 
Weighted average common shares outstanding
    68,494       70,036       69,132       70,083  
Net effect of nonvested stock and the assumed exercise of stock options – based on the treasury stock method using the average market price for the respective periods
    751       925       798       954  
 
 
Weighted average diluted common shares outstanding
    69,245       70,961       69,930       71,037  
 
 
Diluted earnings per share
  $ .81     $ .77     $ 2.33     $ 2.29  
 
 
 
9.  Other Comprehensive Income (Loss)
 
The Company’s components of other comprehensive income (loss) consist of the unrealized holding gains and losses on available for sale investment securities and the amortization of accumulated pension loss which has been recognized in net periodic benefit cost.
 
                                 
   
    For the Three
    For the Nine
 
    Months Ended
    Months Ended
 
    September 30     September 30  
(In thousands)   2007     2006     2007     2006  
   
 
Available for sale investment securities:
                               
Net unrealized holding gains
  $ 33,890     $ 36,448     $ 22,755     $ 14,597  
Reclassification adjustment for (gains) losses included in net income
    (678 )     2,085       (753 )     2,085  
 
 
Net unrealized gains on securities
    33,212       38,533       22,002       16,682  
Income tax expense
    12,621       14,642       8,382       6,339  
 
 
Net holding gains on investment securities
    20,591       23,891       13,620       10,343  
 
 
Prepaid pension cost:
                               
Amortization of accumulated pension loss
    185             555        
Income tax benefit
    (70 )           (211 )      
 
 
Accumulated pension loss
    115             344        
 
 
Other comprehensive income (loss)
  $ 20,706     $ 23,891     $ 13,964     $ 10,343  
 
 


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10.  Segments
 
The Company segregates financial information for use in assessing its performance and allocating resources among three operating segments. The Consumer segment includes the retail branch network, consumer finance, bankcard, student loans and discount brokerage services. The Commercial segment provides corporate lending, leasing, and international services, as well as business, government deposit and cash management services. The Money Management segment provides traditional trust and estate tax planning services, and advisory and discretionary investment management services.
 
The following table presents selected financial information by segment and reconciliations of combined segment totals to consolidated totals. There were no material intersegment revenues among 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.
 
                                                 
   
                Money
    Segment
    Other/
    Consolidated
 
(In thousands)   Consumer     Commercial     Management     Totals     Elimination     Totals  
   
 
Three Months Ended
                                               
September 30, 2007:
                                               
Net interest income
  $ 98,905     $ 56,605     $ 2,324     $ 157,834     $ (22,572 )   $ 135,262  
Provision for loan losses
    8,080       3,399             11,479       (24 )     11,455  
Non-interest income
    49,684       21,511       23,228       94,423       714       95,137  
Investment securities gains, net
                            1,562       1,562  
Non-interest expense
    78,558       39,779       16,300       134,637       4,456       139,093  
 
 
Income before income taxes
  $ 61,951     $ 34,938     $ 9,252     $ 106,141     $ (24,728 )   $ 81,413  
 
 
Three Months Ended September 30, 2006:
                                               
Net interest income
  $ 95,749     $ 54,390     $ 2,381     $ 152,520     $ (23,767 )   $ 128,753  
Provision for loan losses
    7,460       512             7,972       (397 )     7,575  
Non-interest income
    45,378       19,882       20,609       85,869       1,463       87,332  
Investment securities gains, net
    2,839                   2,839       485       3,324  
Non-interest expense
    72,584       35,725       14,986       123,295       9,009       132,304  
 
 
Income before income taxes
  $ 63,922     $ 38,035     $ 8,004     $ 109,961     $ (30,431 )   $ 79,530  
 
 
Nine Months Ended
                                               
September 30, 2007:
                                               
Net interest income
  $ 294,639     $ 167,694     $ 7,092     $ 469,425     $ (68,820 )   $ 400,605  
Provision for loan losses
    24,006       4,660             28,666       4       28,670  
Non-interest income
    138,429       62,487       67,794       268,710       4,770       273,480  
Investment securities gains, net
                            4,964       4,964  
Non-interest expense
    229,299       118,596       47,858       395,753       16,108       411,861  
 
 
Income before income taxes
  $ 179,763     $ 106,925     $ 27,028     $ 313,716     $ (75,198 )   $ 238,518  
 
 
Nine Months Ended September 30, 2006:
                                               
Net interest income
  $ 277,413     $ 155,734     $ 7,415     $ 440,562     $ (61,595 )   $ 378,967  
Provision for loan losses
    18,427       (342 )           18,085       (406 )     17,679  
Non-interest income
    134,597       58,495       63,464       256,556       6,000       262,556  
Investment securities gains, net
    2,839                   2,839       6,172       9,011  
Non-interest expense
    215,649       107,606       45,636       368,891       22,924       391,815  
 
 
Income before income taxes
  $ 180,773     $ 106,965     $ 25,243     $ 312,981     $ (71,941 )   $ 241,040  
 
 
 
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


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internal management accounting policies, which have been developed to reflect the underlying economics of the businesses. The policies address the methodologies 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 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.
 
11.  Derivative Instruments
 
The Company’s interest rate risk management strategy includes the ability to modify the re-pricing characteristics of certain assets and liabilities so that changes in interest rates do not adversely affect the net interest margin and cash flows. Interest rate swaps are used on a limited basis as part of this strategy. At September 30, 2007, the Company had entered into two interest rate swaps with a notional amount of $13,593,000, which are designated as fair value hedges of certain fixed rate loans. The Company also sells swap contracts to customers who wish to modify their interest rate sensitivity. These swaps are offset by matching contracts purchased by the Company from other financial institutions. Because of the matching terms of the offsetting contracts, the effect of these transactions on net income is minimal. The notional amount of these types of swaps at September 30, 2007 was $291,863,000. These swaps are accounted for as free-standing derivatives and changes in their fair value were recorded in other non-interest income.
 
Through its International Department, the Company enters into foreign exchange contracts consisting mainly of contracts to purchase or deliver foreign currencies for customers at specific future dates. Also, mortgage loan commitments and forward sales contracts result from the Company’s mortgage banking operation, in which fixed rate personal real estate loans are originated and sold to other institutions.
 
The Company’s derivative instruments are listed below.
 
                                                 
   
    September 30, 2007     December 31, 2006  
          Positive
    Negative
          Positive
    Negative
 
    Notional
    Fair
    Fair
    Notional
    Fair
    Fair
 
(In thousands)   Amount     Value     Value     Amount     Value     Value  
   
 
Interest rate contracts:
                                               
Swap contracts
  $ 305,456     $ 1,463     $ (2,626 )   $ 181,464     $ 1,185     $ (2,003 )
Option contracts
    6,970       2       (2 )     6,970       10       (10 )
Credit-related contracts
    21,151             (140 )                  
Foreign exchange contracts:
                                               
Forward contracts
    1,756       42       (46 )     16,117       29       (20 )
Option contracts
    2,820       20       (20 )     2,670       16       (16 )
Mortgage loan commitments
    6,159       11       (9 )     11,529             (43 )
Mortgage loan forward sale contracts
    15,138       26       (43 )     21,269       60       (14 )
 
 
Total
  $ 359,450     $ 1,564     $ (2,886 )   $ 240,019     $ 1,300     $ (2,106 )
 
 
 
12.  Income Taxes
 
For the third quarter of 2007, income tax expense amounted to $25,515,000 compared to $24,982,000 in the third quarter of 2006. The effective income tax rate for the Company was 31.3% in the current quarter compared to 31.4% in the same quarter last year. For the nine months ended September 30, 2007 and 2006, income tax expense amounted to $75,550,000 and $78,215,000, resulting in effective income tax rates of 31.7% and 32.4%, respectively.


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Effective January 1, 2007, the Company adopted Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48). Upon adoption of FIN 48, the Company recognized a $446,000 decrease to the liability for unrecognized tax benefits which, as required, was accounted for as an increase to the January 1, 2007 balance of retained earnings. The resulting amount of unrecognized tax benefits at January 1, 2007 was $2,379,000, which included $444,000 of related accrued interest and penalties.
 
The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense in the consolidated statements of income.
 
The Company’s federal income tax returns for 2004 through 2006 remain subject to examination by the Internal Revenue Service. Most of its state tax returns for 2003 through 2006 remain subject to examination by various state jurisdictions, based on individual state statutes of limitations.
 
13.  Stock-Based Compensation
 
During the first nine months of 2007, stock-based compensation was issued in the form of stock appreciation rights (SARs) and nonvested stock. The stock-based compensation expense that has been charged against income was $1,614,000 and $1,284,000 in the three months ended September 30, 2007 and 2006, respectively, and $4,609,000 and $3,363,000 in the nine months ended September 30, 2007 and 2006, respectively.
 
The Company’s adoption of SFAS No. 123R, “Share-Based Payment” (the Statement), on January 1, 2006 resulted in a $543,000 reduction in stock-based compensation expense, which was recorded at the adoption date. This adjustment resulted from a change by the Company from its former policy of recognizing the effect of forfeitures only as they occurred to the Statement’s requirement to estimate the number of outstanding instruments for which the requisite service is not expected to be rendered.
 
In determining compensation cost, the Black-Scholes option-pricing model is used to estimate the fair value of SARs and options on date of grant. SARs and stock options are granted with an exercise price equal to the market price of the Company’s stock at the date of grant and have 10-year contractual terms. SARs, which were granted for the first time in 2006, vest on a graded basis over 4 years of continuous service. All SARs must be settled in stock under provisions of the plan. Stock options, which were granted in 2005 and previous years, vest on a graded basis over 3 years of continuous service. The table below shows the fair values of SARs granted during the first nine months of 2007 and 2006, including the model assumptions for those grants.
 
                 
   
    Nine Months
 
    Ended September 30  
    2007     2006  
   
 
Weighted per share average fair value at grant date
    $12.56       $13.41  
Assumptions:
               
Dividend yield
    1.9 %     1.7 %
Volatility
    19.9 %     21.1 %
Risk-free interest rate
    4.6 %     4.6 %
Expected term
    7.4 years       7.4 years  
 
 


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A summary of option activity during the first nine months of 2007 is presented below.
 
                                 
   
                Weighted
       
          Weighted
    Average
       
          Average
    Remaining
    Aggregate
 
          Exercise
    Contractual
    Intrinsic
 
(Dollars in thousands, except per share data)   Shares     Price     Term     Value  
   
 
Outstanding at January 1, 2007
    3,225,100     $ 33.14                  
 
 
Granted
                           
Forfeited
    (2,986 )     41.05                  
Expired
                           
Exercised
    (415,693 )     28.39                  
 
 
Outstanding at September 30, 2007
    2,806,421     $ 38.84       4.7 years     $ 33,821  
 
 
 
A summary of SAR activity during the first nine months of 2007 is presented below.
 
                                 
   
                Weighted
       
          Weighted
    Average
       
          Average
    Remaining
    Aggregate
 
          Exercise
    Contractual
    Intrinsic
 
(Dollars in thousands, except per share data)   Shares     Price     Term     Value  
   
 
Outstanding at January 1, 2007
    477,009     $ 49.29                  
 
 
Granted
    473,950       49.50                  
Forfeited
    (15,129 )     49.14                  
Expired
    (2,188 )     49.12                  
Exercised
                           
 
 
Outstanding at September 30, 2007
    933,642     $ 49.40       8.9 years     $  
 
 
 
A summary of the status of the Company’s nonvested share awards, as of September 30, 2007, and changes during the nine month period then ended is presented below.
 
                 
   
          Weighted
 
          Average
 
          Grant Date
 
    Shares     Fair Value  
   
 
Nonvested at January 1, 2007
    167,560     $ 41.09  
 
 
Granted
    73,311       47.75  
Vested
    (20,241 )     33.42  
Forfeited
    (4,433 )     42.16  
 
 
Nonvested at September 30, 2007
    216,197     $ 44.04  
 
 
 
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF CONSOLIDATED 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 2006 Annual Report on Form 10-K. Results of operations for the three and nine month periods ended September 30, 2007 are not necessarily indicative of results to be attained for any other period.


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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, 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, and competition with other entities that offer financial services.
 
Critical Accounting Policies
 
The Company’s consolidated financial statements are prepared based on the application of certain accounting policies, some of which require numerous estimates and strategic or economic assumptions that may prove inaccurate or be subject to variations which may significantly affect the Company’s reported results and financial position for the current period or future periods. The use of estimates, assumptions, and judgments are necessary when financial assets and liabilities are required to be recorded at, or adjusted to reflect, fair value. Assets and liabilities carried at fair value inherently result in more financial statement volatility. Fair values and the information used to record valuation adjustments for certain assets and liabilities are based on either quoted market prices or are provided by other independent third-party sources, when available. When such information is not available, management estimates valuation adjustments primarily by using internal cash flow and other financial modeling techniques. Changes in underlying factors, assumptions, or estimates in any of these areas could have a material impact on the Company’s future financial condition and results of operations.
 
The Company has identified several policies as being critical because they require management to make particularly difficult, subjective and/or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts would be reported under different conditions or using different assumptions. These policies relate to the allowance for loan losses, the valuation of certain non-marketable investments, and accounting for income taxes.
 
The Company performs periodic and systematic detailed reviews of its loan portfolio to assess overall collectability. The level of the allowance for loan losses reflects the Company’s estimate of the losses inherent in the loan portfolio at any point in time. While these estimates are based on substantive methods for determining allowance requirements, actual outcomes may differ significantly from estimated results, especially when determining allowances for business, lease, construction and business real estate loans. These loans are normally larger and more complex, and their collection rates are harder to predict. Personal loans, including personal mortgage, credit card and consumer loans, are individually smaller and perform in a more homogenous manner, making loss estimates more predictable. Further discussion of the methodologies used in establishing the allowance is provided in the Provision and Allowance for Loan Losses section of this discussion.
 
The Company, through its direct holdings and its Small Business Investment subsidiaries, has numerous private equity and venture capital investments, which totaled $43.9 million at September 30, 2007. These private equity and venture capital securities are reported at fair value. The values assigned to these securities where no market quotations exist are based upon available information and management’s


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judgment. Although management believes its estimates of fair value reasonably reflect the fair value of these securities, key assumptions regarding the projected financial performance of these companies, the evaluation of the investee company’s management team, and other economic and market factors may affect the amounts that will ultimately be realized from these investments.
 
The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Fluctuations in the actual outcome of these future tax consequences, including the effects of IRS examinations and examinations by other state agencies, could materially impact the Company’s financial position and its results of operations. Further discussion of income taxes is presented in the Income Taxes section of this discussion.
 
Selected Financial Data
                                 
   
    Three Months
    Nine Months
 
    Ended
    Ended
 
    September 30     September 30  
    2007     2006     2007     2006  
   
 
Per Share Data
                               
Net income – basic
  $ .82     $ .78     $ 2.36     $ 2.32  
Net income – diluted
    .81       .77       2.33       2.29  
Cash dividends
    .250       .233       .750       .700  
Book value
                    21.79       20.55  
Market price
                    45.89       48.16  
Selected Ratios
                               
(Based on average balance sheets)
                               
Loans to deposits*
    88.67 %     85.36 %     88.06 %     84.34 %
Non-interest bearing deposits to total deposits
    5.53       5.76       5.44       5.78  
Equity to loans*
    13.86       14.48       14.05       14.58  
Equity to deposits
    12.29       12.36       12.37       12.29  
Equity to total assets
    9.46       9.59       9.54       9.66  
Return on total assets
    1.43       1.50       1.42       1.56  
Return on total stockholders’ equity
    15.10       15.64       14.88       16.12  
(Based on end-of-period data)
                               
Non-interest income to revenue**
    41.29       40.42       40.57       40.93  
Efficiency ratio***
    59.81       61.16       60.64       61.05  
Tier I capital ratio
                    10.34       11.42  
Total capital ratio
                    11.55       12.73  
Leverage ratio
                    8.79       9.47  
 
 
* Includes loans held for sale.
** Revenue includes net interest income and non-interest income.
*** The efficiency ratio is calculated as non-interest expense (excluding intangibles amortization) as a percent of revenue.


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Results of Operations
 
Summary
                                                 
   
    Three Months Ended September 30     Nine Months Ended September 30  
(Dollars in thousands)   2007     2006     % Change     2007     2006     % Change  
   
 
Net interest income
  $ 135,262     $ 128,753       5.1 %   $ 400,605     $ 378,967       5.7 %
Provision for loan losses
    (11,455 )     (7,575 )     51.2       (28,670 )     (17,679 )     62.2  
Non-interest income
    95,137       87,332       8.9       273,480       262,556       4.2  
Investment securities gains, net
    1,562       3,324       (53.0 )     4,964       9,011       (44.9 )
Non-interest expense
    (139,093 )     (132,304 )     5.1       (411,861 )     (391,815 )     5.1  
Income taxes
    (25,515 )     (24,982 )     2.1       (75,550 )     (78,215 )     (3.4 )
 
 
Net income
  $ 55,898     $ 54,548       2.5 %   $ 162,968     $ 162,825       .1 %
 
 
 
For the quarter ended September 30, 2007, net income amounted to $55.9 million, an increase of $1.3 million, or 2.5%, over the third quarter of the previous year. For the current quarter, the annualized return on average assets was 1.43%, the annualized return on average equity was 15.10%, and the efficiency ratio was 59.81%. Compared to the third quarter of last year, net interest income increased 5.1%, while non-interest income grew 8.9%, with increases in bank card and trust fee income. Net gains on securities transactions and valuations declined $1.8 million. The provision for loan losses was $11.5 million in the current quarter, an increase of $3.9 million. Non-interest expense grew by 5.1%, with most of the increase in salaries and employee benefits expense. Diluted earnings per share was $.81, an increase of 5.2% from $.77 per share in the third quarter of 2006.
 
Net income for the first nine months of 2007 was $163.0 million, and increased $143 thousand, or .1%, over the first nine months of 2006. The increase in net income was primarily due to a 5.7% increase in net interest income and a 4.2% increase in non-interest income. These effects were partly offset by a 5.1% increase in non-interest expense, in addition to a $4.1 million decrease in investment securities net gains and an $11.0 million increase in the provision for loan losses. Diluted earnings per share increased 1.7% to $2.33, compared to $2.29 for the first nine months of last year. For the nine months ended September 30, 2007, the annualized return on average assets was 1.42%, the annualized return on average equity was 14.88%, and the efficiency ratio was 60.64%.
 
Effective July 1, 2007, the Company completed the acquisition of Commerce Bank in Denver, Colorado, which was purchased for $29.5 million in cash. The Company’s acquisition of Commerce Bank added $123.9 million in assets (including $74.5 million in loans), $72.2 million in deposits, and one branch location. Certain intangible assets were recognized as a result of the transaction, consisting of $15.1 million of goodwill and $4.9 million of core deposit premium.
 
Effective April 1, 2007, the Company completed the acquisition of South Tulsa Financial Corporation (South Tulsa). In this transaction, the Company acquired the outstanding stock of South Tulsa and issued 561,951 shares of Company stock valued at $27.6 million. The Company’s acquisition of South Tulsa added $114.7 million in loans, $103.9 million in deposits and two branch locations in Tulsa, Oklahoma. Goodwill of $10.7 million and core deposit premium of $3.4 million were recorded in this transaction.
 
In the third quarter of 2006, the Company acquired certain assets and assumed certain liabilities of Boone National Savings and Loan Association in central Missouri, and also acquired the outstanding stock of West Pointe Bancorp, Inc. in Belleville, Illinois. These transactions added approximately $381.4 million in loans and $482.7 million in deposits.


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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
    Nine Months Ended
 
    September 30, 2007 vs. 2006     September 30, 2007 vs. 2006  
    Change due to           Change due to        
    Average
    Average
          Average
    Average
       
(In thousands)   Volume     Rate     Total     Volume     Rate     Total  
   
 
Interest income, fully taxable equivalent basis:
                                               
Loans
  $ 19,117     $ 1,930     $ 21,047     $ 59,629     $ 21,768     $ 81,397  
Loans held for sale
    59       (489 )     (430 )     859       199       1,058  
Investment securities:
                                               
U.S. government and federal agency securities
    (1,751 )     469       (1,282 )     (7,070 )     1,458       (5,612 )
State and municipal obligations
    1,377       (63 )     1,314       7,942       554       8,496  
Mortgage and asset-backed securities
    (842 )     2,158       1,316       (4,331 )     6,889       2,558  
Other securities
    (912 )     (129 )     (1,041 )     (2,447 )     (42 )     (2,489 )
 
 
Total interest on investment securities
    (2,128 )     2,435       307       (5,906 )     8,859       2,953  
 
 
Federal funds sold and securities purchased under agreements to resell
    1,720       (448 )     1,272       11,496       94       11,590  
 
 
Total interest income
    18,768       3,428       22,196       66,078       30,920       96,998  
 
 
Interest expense:
                                               
Deposits:
                                               
Savings
    (2 )     (24 )     (26 )     30       (34 )     (4 )
Interest checking and money market
    2,733       2,165       4,898       5,974       13,742       19,716  
Time open & C.D.’s of less than $100,000
    2,711       2,592       5,303       10,208       13,152       23,360  
Time open & C.D.’s of $100,000 and over
    2,130       976       3,106       6,324       6,168       12,492  
 
 
Total interest on deposits
    7,572       5,709       13,281       22,536       33,028       55,564  
 
 
Federal funds purchased and securities sold under agreements to repurchase
    386       (396 )     (10 )     10,995       6,134       17,129  
Other borrowings
    2,249       (60 )     2,189       919       (86 )     833  
 
 
Total interest expense
    10,207       5,253       15,460       34,450       39,076       73,526  
 
 
Net interest income, fully taxable equivalent basis
  $ 8,561     $ (1,825 )   $ 6,736     $ 31,628     $ (8,156 )   $ 23,472  
 
 
 
Net interest income in the third quarter of 2007 amounted to $135.3 million, an increase of $6.5 million, or 5.1%, compared to the third quarter of last year. The increase in net interest income was mainly the result of loan growth, partly offset by an increase in average rates paid on interest bearing deposits and higher levels of deposits and borrowings. During the third quarter of 2007, the tax equivalent net yield on earning


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assets was 3.77%, compared with 3.84% in the same quarter last year. For the first nine months of 2007, net interest income was $400.6 million, a $21.6 million, or 5.7%, increase over net interest income of $379.0 million in the same period of 2006. The net yield on earning assets declined by 12 basis points during the first nine months of 2007 to 3.81%, compared with 3.93% in the same period last year.
 
Total interest income increased $22.0 million, or 10.2%, over the third quarter of 2006. The increase was the result of higher loan interest income, which grew $21.0 million on a tax equivalent basis (excluding loans held for sale), or 12.5%. The growth in loan interest income was mainly due to an increase of $1.0 billion in average loan balances outstanding, which contributed $19.1 million in tax equivalent interest income. Loan growth included increases of $394.8 million in business loans, $122.7 million in construction loans, $138.1 million in business real estate loans, and $232.8 million in consumer loans. Also, overall average rates earned on the loan portfolio increased 8 basis points, which contributed $1.9 million in tax equivalent interest income. Results for the third quarter of 2007 included the effects of four bank acquisitions during the last 14 months, which contributed average loan growth of $361.2 million and related loan income of $7.4 million in the third quarter of 2007. Total interest income was also slightly impacted by the level and yields of the investment securities portfolio, resulting in a $307 thousand increase in tax equivalent interest income over the same quarter last year. Average yields on investment securities rose 32 basis points in the third quarter of 2007 over the third quarter of 2006, while average balances declined $212.5 million. The average tax equivalent yield on interest earning assets was 6.60% in the third quarter of 2007 compared to 6.42% in the third quarter of 2006.
 
Compared to the first nine months of 2006, total interest income increased $95.2 million, or 15.6%. Most of this increase resulted from higher loan balances and yields. An increase of $1.1 billion in average loan balances, coupled with a 29 basis point increase in tax equivalent rates earned, resulted in an $81.4 million increase in tax equivalent loan interest income. Average rates were higher in 2007 largely because of increases in the federal funds rate initiated by the Federal Reserve in the first half of 2006. Securities interest income in the first nine months of 2007 compared to the prior period rose $3.0 million on a tax equivalent basis, due mainly to higher yields. Average yields on securities rose 40 basis points over the prior period, partly offset by a $221.4 million decline in average balances, as proceeds from maturities and pay downs were shifted to fund loan growth. Interest earned on overnight investments grew $11.6 million over the prior period, primarily due to a $350.7 million increase in average resale agreements. The average tax equivalent yield on total interest earning assets for the nine months was 6.60% in 2007 and 6.24% in 2006.
 
Total interest expense increased $15.5 million, or 17.7%, compared to the third quarter of 2006. This growth occurred mainly in deposit interest expense, which increased $13.3 million due to a $744.9 million increase in average interest bearing deposit balances, in addition to a 31 basis point increase in average rates paid. The bank acquisitions mentioned above contributed growth of $323.9 million in average interest bearing deposits and related deposit expense of $3.2 million in the third quarter of 2007. While interest expense on overnight borrowings remained flat, interest expense on long-term borrowings increased $2.2 million, as average borrowings from the Federal Home Loan Bank rose $176.7 million. The average rate paid on all interest bearing liabilities increased to 3.08% in the third quarter of 2007 compared to 2.83% in the third quarter of 2006.
 
For the first nine months of 2007, total interest expense increased $73.6 million, or 32.7%, compared with the previous year. Interest expense on deposits rose $55.6 million, and was due to both higher balances of interest bearing deposits, which increased $840.9 million, and higher rates paid on those deposits, which increased 50 basis points. Interest expense on overnight borrowings grew $17.1 million, due to higher balances and higher rates paid on repurchase agreements. The overall average cost of total interest bearing liabilities was 3.05% for the first nine months of 2007 compared to 2.53% for the same period in 2006.
 
Summaries of average assets and liabilities and the corresponding average rates earned/paid appear on the last page of this discussion.


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Non-Interest Income
 
                                                 
   
    Three Months Ended September 30     Nine Months Ended September 30  
(Dollars in thousands)   2007     2006     % Change     2007     2006     % Change  
   
 
Deposit account charges and other fees
  $ 30,148     $ 29,723       1.4 %   $ 86,740     $ 86,130       .7 %
Bank card transaction fees
    26,409       24,187       9.2       75,347       69,453       8.5  
Trust fees
    19,823       17,805       11.3       58,448       53,616       9.0  
Trading account profits and commissions
    2,174       1,639       32.6       5,475       6,214       (11.9 )
Consumer brokerage services
    3,056       2,476       23.4       9,431       7,636       23.5  
Loan fees and sales
    2,919       1,956       49.2       6,916       8,444       (18.1 )
Other
    10,608       9,546       11.1       31,123       31,063       .2  
 
 
Total non-interest income
  $ 95,137     $ 87,332       8.9 %   $ 273,480     $ 262,556       4.2 %
 
 
Non-interest income as a % of total revenue*
    41.3 %     40.4 %             40.6 %     40.9 %        
 
 
* Total revenue is calculated as net interest income plus non-interest income.
 
For the third quarter of 2007 total non-interest income amounted to $95.1 million, an increase of 8.9% compared with $87.3 million in the same quarter last year. This growth was mainly the result of higher deposit account, bank card, trust, bond trading and consumer brokerage services income. Deposit account fees increased $425 thousand, or 1.4%, compared with the third quarter of 2006, mainly as a result of a 10.0% increase in corporate cash management fees, which was partly offset by flat overdraft and return item fees. Bank card fees for the quarter increased $2.2 million, or 9.2%, over the same period last year, due mainly to continued growth in fees earned on debit, corporate and credit card transactions, which grew by 9.9%, 34.9% and 4.5%, respectively. Merchant fees, included in bank card revenues, decreased 8.8%, mainly due to the loss of a large merchant customer at the end of last year. Trust fees for the quarter increased $2.0 million, or 11.3%, mainly as a result of growth in personal and corporate trust fees. Bond trading income increased $535 thousand over amounts recorded in the same period last year, while consumer brokerage services revenue continued to grow this quarter and was up $580 thousand, or 23.4% over last year. Loan fees and sales increased by $963 thousand, as gains on student loan sales increased from $900 thousand in the third quarter of 2006 to $1.9 million in 2007. Other non-interest income increased $1.1 million over the same period last year as a result of small increases in cash sweep commissions and tax credit sales income and a gain recorded on the sale of a bank facility in August 2007. These increases were partly offset by an impairment loss recorded on a property currently held for sale.
 
Non-interest income for the nine months ended September 30, 2007 was $273.5 million compared to $262.6 million in the first nine months of 2006, resulting in a $10.9 million, or 4.2% increase. Deposit account fees rose $610 thousand, or .7%, as a result of higher corporate cash management fees, which grew $1.9 million, or 11.1%. This growth was partly offset by lower deposit account overdraft fees, which declined $1.0 million, or 1.7%. Bank card fees rose $5.9 million, or 8.5% overall, due to increases of 11.6% and 28.0%, respectively, in debit and corporate card transaction fees, partly offset by a decline in merchant fees of $1.0 million, or 7.6%, as mentioned above. Trust fees rose $4.8 million, or 9.0%, due to a 7.5% increase in personal trust account fees. Bond trading income fell $739 thousand due to lower sales activity, while consumer brokerage income increased $1.8 million. Loan fees and sales decreased by $1.5 million as gains on student loan sales declined from $5.4 million in the first nine months of 2006 to $3.7 million in 2007. Other non-interest income rose slightly overall, and included the bank facility gain mentioned above, which amounted to $1.3 million, in addition to higher cash sweep commissions. Partly offsetting these increases were the $1.1 million impairment loss also mentioned above, the receipt in 2006 of $1.2 million in non-recurring income from a Parent company equity investment, and the 2006 sale of a parking garage, which resulted in a $1.3 million gain.


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Investment Securities Gains and Losses, Net
 
Net securities gains amounted to $1.6 million in the third quarter of 2007, compared to net gains of $3.3 million in the same quarter last year. The net gain in the current quarter included net gains of $671 thousand resulting from sales of certain equity securities owned by the Parent company, coupled with net gains of $883 thousand relating to fair value adjustments on various venture capital and private equity investments. Net securities gains of $3.3 million were recorded in the third quarter of 2006, and included a $2.2 million gain resulting from the sale of MasterCard Inc. restricted shares. In addition, the Company recorded a loss of $2.1 million on the sale of asset-backed securities. Realized gains and fair value adjustments on private equity investments during the third quarter of 2006 amounted to $3.3 million. These venture capital and private equity investments were held by the Company’s majority-owned venture capital subsidiaries. Minority interest expense pertaining to these net gains was $167 thousand and $507 thousand for the third quarter of 2007 and 2006, respectively, and was reported in other non-interest expense.
 
On a year to date basis, net securities gains of $5.0 million were recorded in the nine months ended September 30, 2007 compared to $9.0 million recorded in the same period in 2006.
 
Non-Interest Expense
 
                                                 
   
    Three Months Ended September 30     Nine Months Ended September 30  
(Dollars in thousands)   2007     2006     % Change     2007     2006     % Change  
   
 
Salaries and employee benefits
  $ 77,312     $ 72,169       7.1 %   $ 230,335     $ 215,133       7.1 %
Net occupancy
    11,572       11,009       5.1       34,205       32,216       6.2  
Equipment
    5,761       7,109       (19.0 )     17,875       19,129       (6.6 )
Supplies and communication
    8,546       8,073       5.9       25,638       24,338       5.3  
Data processing and software
    12,407       12,904       (3.9 )     35,787       37,928       (5.6 )
Marketing
    4,775       4,397       8.6       13,952       13,372       4.3  
Other
    18,720       16,643       12.5       54,069       49,699       8.8  
 
 
Total non-interest expense
  $ 139,093     $ 132,304       5.1 %   $ 411,861     $ 391,815       5.1 %
 
 
 
Non-interest expense for the current quarter amounted to $139.1 million, which represented an increase of $6.8 million, or 5.1%, over the expense recorded in the third quarter of last year. Excluding the effects of recent bank acquisitions, non-interest expense in the current quarter grew by 2.7% over the same period last year. Compared with the third quarter of last year, salaries and benefits expense increased $5.1 million, or 7.1%, mainly as a result of normal merit increases and the effects of the bank acquisitions, which increased salaries and benefits by approximately $1.5 million. Occupancy costs grew $563 thousand, or 5.1%, over the same quarter last year, mainly as a result of higher real estate tax expense and building services expense, partly offset by higher tenant rent income. Supplies and communication expense increased $473 thousand, or 5.9%, mainly due to higher supplies expense and postage and courier expense. Equipment costs declined $1.3 million, or 19.0%, partly due to higher costs incurred in the third quarter of 2006 relating to the relocation of a check processing function. Data processing costs declined 3.9%, reflecting lower software costs. The increase in other expense of $2.1 million over the same quarter last year was due to higher intangible assets amortization resulting from the bank acquisitions, in addition to higher professional fees. These increases were partly offset by declines in minority interest expense (related to lower private equity investment gains), legal fees and sales tax expense.
 
Non-interest expense increased $20.0 million, or 5.1%, over the first nine months of 2006. Salaries and employee benefits expense grew $15.2 million, or 7.1%, due to merit increases and higher costs for incentive compensation, payroll taxes, and stock-based compensation. Partly offsetting these increases was a decline in employee group medical plan expense. Bank acquisitions contributed $4.7 million of the total increase in salaries and benefits expense, with full-time equivalent employees growing from 4,900 at September 30, 2006 to 5,077 at September 30, 2007. Occupancy costs grew by $2.0 million, or 6.2%, over the same period last year,


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mainly as a result of higher depreciation expense and seasonal maintenance costs, partly offset by an increase in tenant rent income. Bank acquisitions contributed $1.0 million of the total increase in occupancy expense. Equipment expense declined $1.3 million, or 6.6%, mainly due to the relocation mentioned above. Supplies and communication expense increased $1.3 million, or 5.3%, mainly due to higher costs for supplies and postage and courier expense, partly offset by a decline in data network expense. Data processing and software expense decreased $2.1 million, or 5.6%, due to lower bank card processing fees and software costs. Other non-interest expense increased $4.4 million due to increases in miscellaneous operating losses, intangible assets amortization, and professional fees, partly offset by a reduction in minority interest expense.
 
Provision and Allowance for Loan Losses
 
                                         
   
          Nine Months Ended
 
    Three Months Ended     September 30  
(Dollars in thousands)   Sept. 30, 2007     Sept. 30, 2006     June 30, 2007     2007     2006  
   
 
Provision for loan losses
  $ 11,455     $ 7,575     $ 9,054     $ 28,670     $ 17,679  
 
 
Net loan charge-offs (recoveries):
                                       
Business
    1,853       125       (11 )     2,546       (697 )
Credit card
    5,331       4,588       5,948       17,092       12,723  
Personal banking*
    2,449       1,924       1,823       6,237       4,019  
Real estate:
                                       
Construction
    605             771       1,475        
Business
    744       152       179       307       (73 )
Personal
    71       23       38       125       73  
Overdrafts
    403       1,063       304       887       1,935  
 
 
Total net loan charge-offs
  $ 11,456     $ 7,875     $ 9,052     $ 28,669     $ 17,980  
 
 
Annualized total net charge-offs as a percentage of average loans (excluding held for sale)
    .44 %     .34 %     .36 %     .38 %     .27 %
 
 
* Includes consumer and home equity loans
 
The Company has an established process to determine the amount of the allowance for loan losses, which assesses the risks and losses inherent in its portfolio. The Company combines estimates of the reserves needed for loans evaluated on an individual basis for impairment with estimates of the reserves needed for pools of loans with similar risk characteristics. This process to determine reserves uses such tools as the Company’s “watch loan list” and actual loss experience to identify both individual loans and pools of loans and the amount of reserves that are needed. Additionally, management determines the amount of reserves necessary to offset credit risk issues associated with loan concentrations, economic uncertainties, industry concerns, adverse market changes in estimated or appraised collateral values, and other subjective factors.
 
In using this process and the information available, management must consider various assumptions and exercise considerable judgment to determine the overall level of the allowance for loan losses. Because of these subjective factors, actual outcomes of inherent losses can differ from original estimates. The process of determining adequate levels of the allowance for loan losses is subject to regular review by the Company’s Credit Administration personnel and outside regulators.
 
Net loan charge-offs for the third quarter of 2007 were $11.5 million, compared with $9.1 million in the prior quarter and $7.9 million in the third quarter of last year. The increase in net loan charge-offs in the third quarter of 2007 over the third quarter of last year was the result of higher charge-offs of business, construction and business real estate, consumer credit card, and personal banking loans. Included in current quarter business loan charge-offs was a $1.4 million charge-off on a loan secured by agricultural equipment and real estate. After the charge-off, the remaining loan balance of $5.5 million was placed on non-


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accrual and the collateral was liquidated. Third quarter 2007 net charge-offs increased over the second quarter of 2007 due to increases in net charge-offs of business, personal banking and business real estate loans, offset by lower consumer credit card loan charge-offs.
 
For the third quarter of 2007, annualized net charge-offs on average consumer credit card loans were 3.15%, compared with 3.69% in the second quarter of 2007 and 3.00% in the same period last year. Additionally, personal banking loan net charge-offs for the quarter amounted to .47% of average personal loans, compared to .37% in the previous quarter and .42% in the same period last year. The provision for loan losses for the current quarter totaled $11.5 million, and was $2.4 million higher than the previous quarter and $3.9 million higher than the third quarter of 2006. The amount of the provision to expense in each quarter was determined by management’s review and analysis of the adequacy of the allowance for loan losses, involving all the activities and factors described above regarding that process.
 
Net charge-offs during the nine months ended September 30, 2007 amounted to $28.7 million, compared to $18.0 million in the comparable prior period. The increase was a result of higher business, consumer credit card, personal banking, and real estate loan charge-offs in 2007, partly offset by lower overdrafts in 2007. The annualized net charge-off ratios were .38% in the nine months ended September 30, 2007 and .27% in the same period in 2006. The provision for loan losses was $28.7 million in the first nine months of 2007 compared to $17.7 million in the same period in 2006.
 
The allowance for loan losses at September 30, 2007 was $133.6 million, or 1.28% of total loans, compared to $131.7 million, or 1.36%, at December 31, 2006 and $131.8 million, or 1.38%, at September 30, 2006. The increase in the allowance at September 30, 2007 compared to September 30, 2006 was the result of loan loss reserves related to bank acquisitions during the second and third quarters of 2007. The decrease in the allowance as a percentage of total loans resulted primarily from loan growth. The Company considers the allowance for loan losses adequate to cover losses inherent in the loan portfolio at September 30, 2007.
 
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 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 1-4 family first mortgage loans or consumer loans that are exempt under regulatory rules from being classified as non-accrual.
 
                 
   
    September 30
    December 31
 
(Dollars in thousands)   2007     2006  
   
 
Non-accrual loans
  $ 25,962     $ 16,708  
Foreclosed real estate
    15,408       1,515  
 
 
Total non-performing assets
  $ 41,370     $ 18,223  
 
 
Non-performing assets to total loans
    .40 %     .19 %
Non-performing assets to total assets
    .26 %     .12 %
 
 
Loans past due 90 days and still accruing interest
  $ 19,227     $ 20,376  
 
 
 
Non-accrual loans totaled $26.0 million at September 30, 2007, and increased $9.3 million over amounts recorded at December 31, 2006. The increase was partly the result of placing one business loan of $5.5 million on non-accrual status, as mentioned above. The loan is secured by agricultural equipment and real estate which has now been sold. In addition, real estate construction non-accrual loans rose from minimal levels at year end 2006 to $4.2 million at September 30, 2007, with nearly half of this balance relating to two borrowers. At September 30, 2007, non-accrual loans were comprised mainly of business loans (47.0%), business real estate loans (29.9%), and construction loans (16.1%).


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Foreclosed real estate increased to $15.4 million at September 30, 2007 compared to $1.5 million at December 31, 2006. The increase resulted from the Company’s foreclosure in September 2007 on a non-accrual construction loan totaling $11.8 million, which was secured by undeveloped land and residential lots. The undeveloped land is currently under a sale contract which is expected to close in the first quarter of 2008.
 
Total loans past due 90 days or more and still accruing interest amounted to $19.2 million as of September 30, 2007, and decreased $1.1 million since December 31, 2006. This decrease included declines in business, business real estate, and personal real estate loan delinquencies of $1.2 million, $795 thousand, and $511 thousand, respectively, partly offset by increases in construction ($595 thousand) and home equity ($686 thousand) loan delinquencies.
 
In addition to the non-accrual 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 primarily classified as substandard for regulatory purposes 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 $71.6 million at September 30, 2007 compared with $41.9 million at December 31, 2006. The higher balance at September 30, 2007 resulted primarily from downgrades in credit grade, partly offset by loan pay-offs or transference to non-accrual status.
 
Income Taxes
 
Income tax expense was $25.5 million in the third quarter of 2007, compared to $26.5 million in the second quarter of 2007 and $25.0 million in the third quarter of 2006. The effective income tax rate on income from operations was 31.3% in the third quarter of 2007, compared with 32.2% in the second quarter of 2007 and 31.4% in the third quarter of 2006.
 
Income tax expense was $75.6 million in the first nine months of 2007 compared to $78.2 million in the previous year, resulting in effective income tax rates of 31.7% and 32.4%, respectively. The effective tax rate was lower in 2007 compared to 2006 because of interest earned on higher average balances in tax exempt state and municipal investment securities, coupled with higher levels of income from the Company’s real estate investment trust subsidiaries, which are not taxable in some states.
 
Financial Condition
 
Balance Sheet
 
Total assets of the Company were $16.0 billion at September 30, 2007 compared to $15.2 billion at December 31, 2006. Earning assets at September 30, 2007 were $14.8 billion and consisted of 73% loans and 24% investment securities, compared to $14.0 billion at December 31, 2006.
 
During the first nine months of 2007, total period end loans, including those held for sale, increased $794.6 million, or 8.0%, compared with balances at December 31, 2006. The increase was the result of growth of $346.5 million in business loans, $200.0 million in consumer loans, $59.0 million in business real estate loans, $63.3 million in personal real estate loans, and $52.4 million in consumer credit card loans. Growth in business loans reflected new business, especially in regional markets, and increased borrowings by existing customers. During September, business loan growth included higher seasonal borrowings of $132 million from several large grain dealers. Consumer loan growth reflected increased demand for marine and recreational vehicle loans.
 
On an average basis, loans increased $1.2 billion during the first nine months of 2007 compared to the same period in 2006, or an increase of 12.5%. Loan growth occurred in nearly all loan categories, with increases of $426.8 million in business loans, $198.0 million in consumer loans, $180.4 million in business real estate loans, $158.8 million in construction loans, and $124.1 million in personal real estate loans. The overall increase in average loans included $391.0 million attributable to bank acquisitions mentioned above.


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Available for sale investment securities, excluding fair value adjustments, decreased $25.6 million at September 30, 2007 compared to December 31, 2006. During the first nine months of 2007, maturities and principal pay downs of securities totaled $833.6 million. Sales during the period consisted mainly of $22.4 million in asset-backed home equity securities which, although rated AAA, were secured by sub-prime loans. These sales eliminated the Company’s exposure to sub-prime loans in the investment securities portfolio. During the same period, purchases of securities totaled $829.6 million, consisting of mortgage-backed securities ($468.0 million), federal agency securities ($153.4 million), other asset-backed securities ($180.1 million), and municipal obligations ($27.1 million).
 
On an average basis, available for sale investment securities, excluding fair value adjustments, declined $226.0 million, or 6.5%, during the first nine months of 2007 compared to the same period in 2006. Federal agency securities declined $214.5 million and other asset-backed securities declined $315.0 million, while municipal obligations and mortgage-backed securities increased $239.7 million and $181.2 million, respectively.
 
Total deposits increased by $206.9 million, or 1.8%, at September 30, 2007 compared to December 31, 2006. The increase in deposits over year end 2006 balances was due to increases of $245.5 million in premium money market accounts, $96.3 million in retail certificates of deposit, and $182.0 million in jumbo certificates of deposit. This growth was partly offset by declines of $131.1 million in interest checking accounts and $163.4 million in non-interest bearing demand deposits.
 
On an average basis, total deposits increased $849.3 million, or 7.7%, during the first nine months of 2007 compared to the same period in 2006. This increase included $447.3 million of deposits which were attributable to the recent bank acquisitions. The overall increase in total average deposits was mainly due to growth of $344.0 million in retail certificates of deposit, $247.4 million in premium money market accounts, and $186.5 million in jumbo certificates of deposit. While jumbo certificates of deposit increased overall, their growth slowed during the third quarter of 2007 as other funding sources were utilized, resulting in a decline of $100.1 million in third quarter average balances compared to the previous quarter.
 
Compared to 2006 year end balances, total short-term borrowings at September 30, 2007 increased $287.8 million, mainly due to higher overnight borrowings of federal funds at September 30. On an average basis, short-term borrowings were higher by $346.6 million during the first nine months of 2007 compared to the same period in 2006, resulting from higher levels of repurchase agreements. Other longer-term borrowings increased $291.8 million over 2006 year end balances due to new advances from the Federal Home Loan Bank of Des Moines (FHLB) during the second quarter of 2007.
 
Liquidity and Capital Resources
 
Liquidity Management
 
The Company’s most liquid assets are comprised of available for sale marketable investment securities, federal funds sold, and securities purchased under agreements to resell (resale agreements). Federal funds sold and resale agreements totaled $520.5 million at September 30, 2007. These investments normally have overnight maturities and are used for general daily liquidity and collateral purposes. The fair value of the available for sale investment portfolio was $3.4 billion at September 30, 2007, and included an unrealized net gain of $39.2 million. The portfolio includes maturities of approximately $708 million over the next 12 months, which offer substantial resources to meet either new loan demand or reductions in the Company’s 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, and borrowing capacity at the Federal Reserve. At September 30, 2007, total investment securities pledged for these purposes comprised 58% of the available for sale investment portfolio, leaving $1.4 billion of unpledged securities.
 


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    September 30
    June 30
    December 31
 
(In thousands)   2007     2007     2006  
   
 
Liquid assets:
                       
Federal funds sold
  $ 42,190     $ 80,694     $ 28,794  
Securities purchased under agreements to resell
    478,294       485,451       499,022  
Available for sale investment securities
    3,411,804       3,129,310       3,415,440  
 
 
Total
  $ 3,932,288     $ 3,695,455     $ 3,943,256  
 
 
 
Liquidity is also available from the Company’s large base of core customer deposits, defined as demand, interest checking, savings, and money market deposit accounts. At September 30, 2007, such deposits totaled $8.1 billion and represented 67.9% of the Company’s total deposits. These core deposits are normally less volatile and are often tied to other products of the Company through long lasting relationships. Time open and certificates of deposit of $100,000 and over totaled $1.4 billion at September 30, 2007. These accounts are normally considered more volatile and higher costing, and comprised 12.0% of total deposits at September 30, 2007.
 
                         
   
    September 30
    June 30
    December 31
 
(In thousands)   2007     2007     2006  
   
 
Core deposit base:
                       
Non-interest bearing demand
  $ 1,148,991     $ 1,271,730     $ 1,312,400  
Interest checking
    411,714       474,470       542,797  
Savings and money market
    6,559,362       6,435,616       6,336,250  
 
 
Total
  $ 8,120,067     $ 8,181,816     $ 8,191,447  
 
 
 
Other important components of liquidity are the level of borrowings from third party sources and the availability of future credit. The Company’s outside borrowings are comprised of federal funds purchased, securities sold under agreements to repurchase, and longer-term debt. Federal funds purchased and securities sold under agreements to repurchase are generally borrowed overnight, and amounted to $2.1 billion at September 30, 2007. Federal funds purchased are obtained mainly from upstream correspondent banks with whom the Company maintains approved lines of credit. Securities sold under agreements to repurchase are secured by a portion of the Company’s investment portfolio and are comprised of both non-insured customer funds, totaling $605.4 million at September 30, 2007, and structured repurchase agreements of $500.0 million which were purchased from an upstream financial institution. The Company’s long-term debt is relatively small compared to its overall liability position. It is comprised mainly of advances from the Federal Home Loan Bank of Des Moines (FHLB), which totaled $320.3 million at September 30, 2007. Most of the balance is comprised of $300.0 million in new advances during the second quarter of 2007, which mature in 2010. These advances have fixed interest rates; however, $200.0 million are subject to conversion to floating rates by the FHLB at specific dates prior to their maturity. In addition, the Company has $14.3 million in outstanding subordinated debentures issued to wholly-owned grantor trusts, funded by preferred securities issued by the trusts. Other outstanding long-term borrowings relate mainly to the Company’s venture capital and leasing operations.
 

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    September 30
    June 30
    December 31
 
(In thousands)   2007     2007     2006  
   
 
Borrowings:
                       
Federal funds purchased
  $ 953,712     $ 412,132     $ 715,475  
Securities sold under agreements to repurchase
    1,105,383       1,082,472       1,055,807  
FHLB advances
    320,277       320,601       28,215  
Subordinated debentures
    14,310       14,310       14,310  
Other long-term debt
    11,162       11,226       11,409  
 
 
Total
  $ 2,404,844     $ 1,840,741     $ 1,825,216  
 
 
 
In addition to those mentioned above, several other sources of liquidity are available. The Company believes that its sound short-term commercial paper ratings of A-1 from Standard & Poor’s and Prime-1 from Moody’s would 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. In addition, the Company has temporary borrowing capacity at the Federal Reserve discount window, for which it has pledged $1.0 billion in loans and $278.3 million in investment securities. Liquidity can also be generated through the sale of jumbo certificates of deposit by the Company’s Capital Markets Group, the issuance of common or preferred stock, or privately placed debt offerings.
 
Cash and cash equivalents (defined as “Cash and due from banks” and “Federal funds sold and securities purchased under agreements to resell” as segregated in the accompanying balance sheets) was $1.1 billion at September 30, 2007 compared to $1.2 billion at December 31, 2006. The $90.2 million decrease resulted from changes in the various cash flows produced by the operating, investing and financing activities of the Company, as shown in the accompanying statement of cash flows for September 30, 2007. The cash flow provided by operating activities is considered a very stable source of funds and consists mainly of net income adjusted for certain non-cash items. Operating activities provided cash flow of $198.9 million during the first nine months of 2007. Investing activities, consisting mainly of purchases, sales and maturities of available for sale securities and changes in the level of the loan portfolio, used total cash of $640.5 million. Most of the cash outflow was due to $620.7 million in loan growth. Sales, maturities and pay downs of investment securities provided cash of $906.2 million, which was largely offset by $873.5 million in purchases of investment securities. Financing activities provided cash of $351.4 million, resulting from $300.0 million in new long-term borrowings and a $276.9 million increase in overnight borrowings. In addition, cash of $121.2 million was required by the Company’s treasury stock repurchase program and cash dividends of $51.8 million were paid. Future short-term liquidity needs arising from daily operations are not expected to vary significantly, and the Company believes it will be able to meet these cash flow needs.

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Capital Management
 
The Company maintains regulatory capital ratios, including those of its principal banking subsidiaries, which exceed the well-capitalized guidelines under federal banking regulations. Information about the Company’s risk-based capital is shown below.
 
                         
   
                Minimum Ratios
 
                For
 
    September 30
    December 31
    Well-Capitalized
 
(Dollars in thousands)   2007     2006     Banks  
   
 
Risk-adjusted assets
  $ 13,057,287     $ 11,959,757          
Tier I capital
    1,349,856       1,345,378          
Total capital
    1,508,355       1,502,386          
Tier I capital ratio
    10.34 %     11.25 %     6.00 %
Total capital ratio
    11.55 %     12.56 %     10.00 %
Leverage ratio
    8.79 %     9.05 %     5.00 %
 
 
 
The Company maintains a treasury stock buyback program, and in February 2007, was authorized by the Board of Directors to repurchase up to 4,000,000 shares of its common stock. The Company has routinely used these shares to fund its annual 5% stock dividend and various stock compensation programs. During the current quarter, the Company purchased 650,001 shares of treasury stock at an average cost of $45.49 per share. At September 30, 2007, 1,695,284 shares remained available for purchase under the current Board authorization.
 
The Company’s common stock dividend policy reflects its earnings outlook, desired payout ratios, the need to maintain adequate capital levels, and alternative investment options. The Company increased its per share cash dividend to $.250 in the first quarter of 2007, an increase of 7.3% compared to the fourth quarter of 2006, and maintained the same dividend payout in the second and third quarters of 2007. The year 2007 represents the 39th consecutive year of per share dividend increases.
 
Commitments and Off-Balance Sheet Arrangements
 
Various commitments and contingent liabilities arise in the normal course of business which are not required to be recorded on the balance sheet. The most significant of these are loan commitments, which at September 30, 2007 totaled $8.3 billion (including approximately $3.8 billion in unused approved credit card lines of credit). In addition, the Company enters into standby and commercial letters of credit with its business customers. These contracts amounted to $459.7 million and $28.5 million, respectively, at September 30, 2007. Since 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 balance sheet, amounted to $5.1 million at September 30, 2007. Management does not anticipate any material losses arising from commitments and contingent liabilities and believes there are no material commitments to extend credit that represent risks of an unusual nature.
 
The Company periodically purchases various state tax credits arising from third-party property redevelopment. Most of the tax credits are resold to third parties, although some are retained for use by the Company. During the first nine months of 2007, purchases and sales of tax credits amounted to $20.0 million and $20.5 million, respectively, and at September 30, 2007, outstanding purchase commitments totaled $98.4 million. The Company has additional funding commitments arising from several investments in private equity concerns, classified as non-marketable investment securities in the accompanying consolidated balance sheets. These funding commitments amounted to $2.4 million at September 30, 2007. The Company also has unfunded commitments relating to its investments in low-income housing partnerships, which amounted to $2.0 million at September 30, 2007.


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Segment Results
 
The table below is a summary of segment pre-tax income results for the first nine months of 2007 and 2006. Please refer to Note 10 in the notes to the consolidated financial statements for additional information about the Company’s operating segments.
 
                                 
   
    Nine Months Ended
             
    September 30     Increase (decrease)  
(Dollars in thousands)   2007     2006     Amount     Percent  
   
 
Consumer
  $ 179,763     $ 180,773     $ (1,010 )     (.6 )%
Commercial
    106,925       106,965       (40 )      
Money management
    27,028       25,243       1,785       7.1  
 
 
Total segments
    313,716       312,981       735       .2  
Other/elimination
    (75,198 )     (71,941 )     (3,257 )     N.M.  
 
 
Income before income taxes
  $ 238,518     $ 241,040     $ (2,522 )     (1.0 )%
 
 
 
For the nine months ended September 30, 2007, income before income taxes for the Consumer segment decreased $1.0 million, or .6%, compared to the same period in the prior year. The decline in pre-tax income was mainly due to an increase of $13.7 million, or 6.3%, in non-interest expense, coupled with a $5.6 million increase in the provision for loan losses, mainly relating to consumer credit card and marine and recreational vehicle loan net charge-offs. The increase in non-interest expense over the previous year was mainly due to higher salaries expense, occupancy expense, supplies and communication expense, corporate management fees and assigned processing costs. In addition, net investment securities gains declined $2.8 million due to the gain recorded in 2006 on the sale of MasterCard Inc. restricted shares. Partly offsetting these effects was a $17.2 million increase in net interest income. This growth resulted from a $37.2 million increase in net allocated funding credits assigned to the Consumer segment’s deposit and loan portfolios, in addition to higher loan interest income of $31.4 million, which more than offset growth of $51.2 million in deposit interest expense. Non-interest income increased $3.8 million, or 2.8%, resulting mainly from higher bank card transaction fees (primarily debit card) and consumer brokerage and insurance fees, partly offset by a decline in overdraft and return item fees and lower gains on sales of student loans.
 
For the nine months ended September 30, 2007, income before income taxes for the Commercial segment decreased slightly compared to the same period in the previous year. Most of the decline was due to an $11.0 million, or 10.2% increase in non-interest expense, in addition to a $5.0 million increase in net loan charge-offs. Partly offsetting these increases in expense were a $12.0 million, or 7.7%, increase in net interest income and a $4.0 million increase in non-interest income. Included in net interest income was a $52.2 million increase in loan interest income, which was partly offset by higher assigned net funding costs of $35.7 million and higher deposit interest expense of $4.6 million. Non-interest income increased over the previous year mainly as a result of higher commercial cash management fees, overdraft fees, bank card fees (mainly corporate card) and cash sweep commissions. The increase in non-interest expense included increases in salaries expense, deposit account processing costs, and corporate management fees. Net loan charge-offs were $4.7 million in the first nine months of 2007 compared to net loan recoveries of $342 thousand in the first nine months of 2006. The increase over 2006 was mainly due to charge-offs related to several specific commercial borrowers.
 
Money Management segment pre-tax profitability for the first nine months of 2007 was up $1.8 million, or 7.1%, over the previous year mainly due to higher non-interest income. Non-interest income increased $4.3 million, or 6.8%, mainly in personal and corporate trust fees and cash sweep commissions, partly offset by lower bond trading income. Net interest income decreased $323 thousand, or 4.4%, from the prior year. Higher net funding charges assigned to the segment’s short-term investments and borrowings, in addition to smaller increases in interest expense on deposits and borrowings, were partly offset by growth in interest income on short-term investments. Non-interest expense increased $2.2 million, or 4.9%, over the previous year due to higher salaries expense, assigned processing costs and corporate management fees.


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Impact of Recently Issued Accounting Standards
 
In February 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 155, “Accounting for Certain Hybrid Financial Instruments – an amendment of FASB Statements No. 133 and 140”. The Statement permits fair value remeasurement for certain hybrid financial instruments containing embedded derivatives, and clarifies the derivative accounting requirements for interest and principal-only strip securities and interests in securitized financial assets. It also clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives and eliminates a previous prohibition on qualifying special-purpose entities from holding certain derivative financial instruments. For calendar year companies, the Statement was effective for all financial instruments acquired or issued after January 1, 2007. The Company’s holdings of instruments that are subject to the provisions of this Statement are not material, and, accordingly, its adoption of the Statement did not affect its consolidated financial statements.
 
In March 2006, the FASB issued Statement of Financial Accounting Standards No. 156, “Accounting for Servicing of Financial Assets – an amendment of FASB Statement No. 140”. The Statement specifies under what situations servicing assets and servicing liabilities must be recognized. It requires these assets and liabilities to be initially measured at fair value and specifies acceptable measurement methods subsequent to their recognition. Separate presentation in the financial statements and additional disclosures are also required. For calendar year companies, the Statement was effective beginning January 1, 2007. The Company’s adoption of the Statement did not result in the recognition of any additional servicing assets or liabilities, or a change in its measurement methods.
 
In June 2006, the FASB issued Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109”, which prescribes the recognition threshold and measurement attribute necessary for recognition in the financial statements of a tax position taken, or expected to be taken, in a tax return. Under FIN 48, an income tax position will be recognized if it is more likely than not that it will be sustained upon IRS examination, based upon its technical merits. Once that status is met, the amount recorded will be the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. It also provides guidance on derecognition, classification, interest and penalties, interim period accounting, disclosure, and transition requirements. As a result of the Company’s adoption of FIN 48, additional income tax benefits of $446 thousand were recognized as of January 1, 2007 as an increase to equity.
 
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements”. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. It does not require any new fair value measurements. For calendar year companies who do not adopt early, the Statement is effective beginning January 1, 2008. The Company does not expect that its adoption of the Statement in 2008 will have a material effect on its consolidated financial statements.
 
The FASB issued Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”, in September 2006. The Statement requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. It also requires an employer to measure the funded status of a plan as of the date of its year end statement of financial position. For calendar year companies with publicly traded stock, the funded status was required to be initially recognized at December 31, 2006, while the measurement requirement is effective in 2008. The Company’s initial recognition at December 31, 2006 of the funded status of its defined benefit pension plan reduced its prepaid pension asset by $17.5 million, reduced deferred tax liabilities by $6.6 million, and reduced the equity component of accumulated other comprehensive income by $10.9 million.
 
In September 2006, the Emerging Issues Task Force Issue 06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements”, was ratified. This EITF Issue addresses accounting for separate agreements which split life insurance policy


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benefits between an employer and employee. The Issue requires the employer to recognize a liability for future benefits payable to the employee under these agreements. The effects of applying this Issue must be recognized through either a change in accounting principle through an adjustment to equity or through the retrospective application to all prior periods. For calendar year companies, the Issue is effective beginning January 1, 2008. The Company does not expect the adoption of the Issue to have a material effect on the Company’s consolidated financial statements.
 
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments. For calendar year companies who do not adopt early, the Statement is effective beginning January 1, 2008. The Company does not expect that its adoption of the Statement in 2008 will have a material effect on its consolidated financial statements.


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AVERAGE BALANCE SHEETS – AVERAGE RATES AND YIELDS
 
Three Months Ended September 30, 2007 and 2006
 
                                                 
   
    Third Quarter 2007     Third Quarter 2006  
          Interest
    Avg. Rates
          Interest
    Avg. Rates
 
    Average
    Income/
    Earned/
    Average
    Income/
    Earned/
 
(Dollars in thousands)   Balance     Expense     Paid     Balance     Expense     Paid  
   
 
ASSETS:
                                               
Loans:
                                               
Business(A)
  $ 3,103,903     $ 53,104       6.79 %   $ 2,709,096     $ 46,488       6.81 %
Real estate – construction
    705,232       13,274       7.47       582,542       11,333       7.72  
Real estate – business
    2,220,136       39,674       7.09       2,082,020       36,672       6.99  
Real estate – personal
    1,538,279       22,941       5.92       1,450,491       20,461       5.60  
Consumer
    1,605,879       30,165       7.45       1,373,127       24,631       7.12  
Home equity
    446,208       8,538       7.59       444,979       8,738       7.79  
Consumer credit card
    670,973       21,704       12.83       606,882       20,030       13.09  
Overdrafts
    14,468                   13,548              
 
 
Total loans
    10,305,078       189,400       7.29       9,262,685       168,353       7.21  
 
 
Loans held for sale
    293,610       5,049       6.82       290,465       5,479       7.48  
Investment securities:
                                               
U.S. government and federal agency
    397,470       4,049       4.04       591,513       5,331       3.58  
State and municipal obligations(A)
    595,076       6,645       4.43       472,029       5,331       4.48  
Mortgage and asset-backed securities
    2,095,312       25,292       4.79       2,171,567       23,976       4.38  
Trading securities
    16,343       219       5.32       14,223       164       4.57  
Other marketable securities(A)
    134,156       2,171       6.42       213,483       3,045       5.66  
Non-marketable securities
    98,177       1,193       4.82       86,230       1,415       6.51  
 
 
Total investment securities
    3,336,534       39,569       4.71       3,549,045       39,262       4.39  
 
 
Federal funds sold and securities purchased under agreements to resell
    511,834       6,351       4.92       378,404       5,079       5.33  
 
 
Total interest earning assets
    14,447,056       240,369       6.60       13,480,599       218,173       6.42  
 
 
Less allowance for loan losses
    (132,878 )                     (129,567 )                
Unrealized gain (loss) on investment securities
    13,461                       (16,049 )                
Cash and due from banks
    471,745                       461,447                  
Land, buildings and equipment, net
    403,781                       377,423                  
Other assets
    325,857                       257,938                  
 
 
Total assets
  $ 15,529,022                     $ 14,431,791                  
 
 
 
LIABILITIES AND EQUITY:
Interest bearing deposits:
                                               
Savings
  $ 392,317       540       .55     $ 393,732       566       .57  
Interest checking and money market
    7,025,694       30,633       1.73       6,678,352       25,735       1.53  
Time open and C.D.’s of less than $100,000
    2,389,019       28,541       4.74       2,155,446       23,238       4.28  
Time open and C.D.’s of $100,000 and over
    1,485,637       18,812       5.02       1,320,235       15,706       4.72  
 
 
Total interest bearing deposits
    11,292,667       78,526       2.76       10,547,765       65,245       2.45  
 
 
Borrowings:
                                               
Federal funds purchased and securities sold under agreements to repurchase
    1,628,453       20,277       4.94       1,580,998       20,287       5.09  
Other borrowings(B)
    346,076       4,209       4.83       163,152       2,020       4.91  
 
 
Total borrowings
    1,974,529       24,486       4.92       1,744,150       22,307       5.07  
 
 
Total interest bearing liabilities
    13,267,196       103,012       3.08 %     12,291,915       87,552       2.83 %
 
 
Non-interest bearing demand deposits
    660,681                       644,103                  
Other liabilities
    132,545                       112,189                  
Stockholders’ equity
    1,468,600                       1,383,584                  
 
 
Total liabilities and equity
  $ 15,529,022                     $ 14,431,791                  
 
 
Net interest margin (T/E)
          $ 137,357                     $ 130,621          
 
 
Net yield on interest earning assets
                    3.77 %                     3.84 %
 
 
(A)  Stated on a tax equivalent basis using a federal income tax rate of 35%.
(B)  Interest expense capitalized on construction projects is not deducted from the interest expense shown above.


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AVERAGE BALANCE SHEETS – AVERAGE RATES AND YIELDS
 
Nine Months Ended September 30, 2007 and 2006
 
                                                 
   
    Nine Months 2007     Nine Months 2006  
          Interest
    Avg. Rates
          Interest
    Avg. Rates
 
    Average
    Income/
    Earned/
    Average
    Income/
    Earned/
 
(Dollars in thousands)   Balance     Expense     Paid     Balance     Expense     Paid  
   
 
ASSETS:
                                               
Loans:
                                               
Business(A)
  $ 3,075,994     $ 156,998       6.82 %   $ 2,649,218     $ 129,102       6.52 %
Real estate – construction
    670,077       37,436       7.47       511,236       28,288       7.40  
Real estate – business
    2,197,714       116,109       7.06       2,017,312       102,133       6.77  
Real estate – personal
    1,514,058       67,372       5.95       1,389,964       58,181       5.60  
Consumer
    1,529,894       84,193       7.36       1,331,847       69,111       6.94  
Home equity
    440,030       25,381       7.71       446,079       25,085       7.52  
Consumer credit card
    650,345       63,260       13.01       589,750       57,452       13.02  
Overdrafts
    12,701                   15,142              
 
 
Total loans
    10,090,813       550,749       7.30       8,950,548       469,352       7.01  
 
 
Loans held for sale
    332,944       17,314       6.95       316,234       16,256       6.87  
Investment securities:
                                               
U.S. government and federal agency
    423,310       12,673       4.00       690,321       18,285       3.54  
State and municipal obligations(A)
    600,622       20,446       4.55       360,936       11,950       4.43  
Mortgage and asset-backed securities
    2,075,947       74,039       4.77       2,209,689       71,481       4.33  
Trading securities
    19,768       719       4.86       18,109       587       4.33  
Other marketable securities(A)
    135,689       6,136       6.05       200,656       8,190       5.46  
Non-marketable securities
    88,645       3,765       5.68       85,640       4,332       6.76  
 
 
Total investment securities
    3,343,981       117,778       4.71       3,565,351       114,825       4.31  
 
 
Federal funds sold and securities purchased under agreements to resell
    523,747       20,093       5.13       221,802       8,503       5.13  
 
 
Total interest earning assets
    14,291,485       705,934       6.60       13,053,935       608,936       6.24  
 
 
Less allowance for loan losses
    (132,150 )                     (128,692 )                
Unrealized gain (loss) on investment securities
    18,799                       (15,417 )                
Cash and due from banks
    461,347                       470,835                  
Land, buildings and equipment, net
    396,968                       372,072                  
Other assets
    304,465                       229,377                  
 
 
Total assets
  $ 15,340,914                     $ 13,982,110                  
 
 
 
LIABILITIES AND EQUITY:
Interest bearing deposits:
                                               
Savings
  $ 398,660       1,627       .55     $ 391,556       1,631       .56  
Interest checking and money market
    6,971,670       86,995       1.67       6,668,411       67,279       1.35  
Time open and C.D.’s of less than $100,000
    2,348,467       82,777       4.71       2,004,486       59,417       3.96  
Time open and C.D.’s of $100,000 and over
    1,474,521       55,291       5.01       1,287,974       42,799       4.44  
 
 
Total interest bearing deposits
    11,193,318       226,690       2.71       10,352,427       171,126       2.21  
 
 
Borrowings:
                                               
Federal funds purchased and securities sold under agreements to repurchase
    1,688,512       64,021       5.07       1,341,879       46,892       4.67  
Other borrowings(B)
    225,125       8,033       4.77       209,378       7,200       4.60  
 
 
Total borrowings
    1,913,637       72,054       5.03       1,551,257       54,092       4.66  
 
 
Total interest bearing liabilities
    13,106,955       298,744       3.05 %     11,903,684       225,218       2.53 %
 
 
Non-interest bearing demand deposits
    643,702                       635,309                  
Other liabilities
    126,139                       92,475                  
Stockholders’ equity
    1,464,118                       1,350,642                  
 
 
Total liabilities and equity
  $ 15,340,914                     $ 13,982,110                  
 
 
Net interest margin (T/E)
          $ 407,190                     $ 383,718          
 
 
Net yield on interest earning assets
                    3.81 %                     3.93 %
 
 
(A)  Stated on a tax equivalent basis using a federal income tax rate of 35%.
(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 sensitivity to movement in interest rates. The Company performs monthly simulations which 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 Consolidated Financial Condition and Results of Operations included in the Company’s 2006 Annual Report on Form 10-K.
 
The table below shows the effect that gradual rising and/or falling interest rates over a twelve month period would have on the Company’s net interest income given a static balance sheet.
 
                                                 
   
    September 30, 2007     June 30, 2007     December 31, 2006  
    $ Change in
    % Change in
    $ Change in
    % Change in
    $ Change in
    % Change in
 
    Net Interest
    Net Interest
    Net Interest
    Net Interest
    Net Interest
    Net Interest
 
(Dollars in millions)   Income     Income     Income     Income     Income     Income  
   
 
200 basis points rising
  $ (1.2 )     (.21 )%   $ (2.6 )     (.47 )%   $ (4.3 )     (.80 )%
100 basis points rising
                (.4 )     (.08 )     (.9 )     (.17 )
100 basis points falling
    (1.6 )     (.29 )     (1.2 )     (.21 )     (.6 )     (.10 )
200 basis points falling
    (2.8 )     (.50 )     (2.7 )     (.49 )     (.7 )     (.13 )
 
 
 
The Company continues to have very modest interest rate risk exposure. The table reflects a decline in the exposure of the Company’s net interest income to rising rates during the third quarter of 2007, but increasing exposure to falling rates. As of September 30, 2007, under a 200 basis point rising rate scenario, net interest income is expected to decrease by $1.2 million, or .21%, compared with a decline of $2.6 million at June 30, 2007 and a decline of $4.3 million at December 31, 2006. Under a 100 basis point increase, as of September 30, 2007, net interest income is not expected be significantly affected, compared with expected declines of $400 thousand at June 30, 2007 and $900 thousand at December 31, 2006. The Company’s exposure to falling rates during the current quarter increased slightly over the prior quarter, as under a 100 basis point falling rate scenario, net interest income would decrease by $1.6 million compared with a $1.2 million decline in the previous quarter, while under a 200 basis point decrease, net interest income would decline by $2.8 million compared with $2.7 million in the prior quarter.
 
As shown in the table above, the Company’s interest rate simulations for this quarter reflect a reduction in risk to rising interest rates when compared to the previous quarter. This is partly the result of higher average balances of borrowings from the FHLB at fixed rates, coupled with growth in both average consumer and commercial loans with both fixed and variable rates and relatively shorter maturities.
 
The same factors which reduced interest rate risk in a rising rate environment also increased risk slightly this quarter in a falling rate environment, leaving the Company subject to slightly lower levels of net interest income. The overall increase this quarter in average loans and FHLB borrowings did drive simulated net interest income lower under falling rate assumptions; however, this was somewhat mitigated by higher average balances of investment securities, which are mostly fixed rate instruments. Also, the growth this quarter of $156.7 million in average balances of federal funds purchased and repurchase agreements, which re-price daily, helped to offset potential interest rate risk under a falling rate scenario. The Company continues to believe that its overall interest rate management has appropriately considered its susceptibility to both rising and falling rates and has adopted strategies which minimized impacts to interest rate risk.


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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 Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2007. 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 not any significant 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.
 
PART II: OTHER INFORMATION
 
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 stock registered pursuant to Section 12 of the Exchange Act.
 
                                 
   
    Total
          Total Number of
       
    Number
    Average
    Shares Purchased
    Maximum Number that
 
    of Shares
    Price Paid
    as part of Publicly
    May Yet Be Purchased
 
Period   Purchased     per Share     Announced Program     Under the Program  
   
 
July 1 – 31, 2007
    455,367     $ 45.71       455,367       1,889,918  
August 1 – 31, 2007
    174,613     $ 44.92       174,613       1,715,305  
September 1 – 30, 2007
    20,021     $ 45.62       20,021       1,695,284  
 
 
Total
    650,001     $ 45.49       650,001       1,695,284  
 
 
 
In February 2007, the Board of Directors approved the purchase of up to 4,000,000 shares of the Company’s common stock. At September 30, 2007, 1,695,284 shares remain available to be purchased under the current authorization.
 
Item 6.  EXHIBITS
 
See Index to Exhibits


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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/  J. Daniel Stinnett
J. Daniel Stinnett
Vice President & Secretary
 
Date: November 5, 2007
 
  By 
/s/  Jeffery D. Aberdeen
Jeffery D. Aberdeen
Controller
(Chief Accounting Officer)
 
Date: November 5, 2007


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INDEX TO EXHIBITS
 
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


39