SECURITIES AND EXCHANGE COMMISSION

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Washington, D.C. 20549

FORM 10-Q

For the transition period from                   to                                     

Commission File No. 0-2989

COMMERCE BANCSHARES, INC.

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(Exact name of registrant as specified in its charter)

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  X  No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes  X  No

As of April 29, 2005, the registrant had outstanding 66,815,760 shares of its $5 par value common stock, registrant’s only class of common stock.

Commerce Bancshares, Inc. and Subsidiaries

Form 10-Q

PART I: FINANCIAL INFORMATION

Commerce Bancshares, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

See accompanying notes to consolidated financial statements.

Commerce Bancshares, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME

See accompanying notes to consolidated financial statements.

Commerce Bancshares, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

See accompanying notes to consolidated financial statements.

Commerce Bancshares, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

See accompanying notes to consolidated financial statements.

Commerce Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2005 (Unaudited)

      The accompanying consolidated financial statements include the accounts of Commerce Bancshares, Inc. and all majority-owned subsidiaries (the Company). The consolidated statements in this report have not been audited. All significant intercompany accounts and transactions have been eliminated. Certain reclassifications were made to 2004 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 month period ended March 31, 2005 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 2004 Annual Report on Form 10-K.

      The following is a summary of the allowance for loan losses for the three months ended March 31, 2005 and 2004.

      Investment securities, at fair value, consist of the following at March 31, 2005 and December 31, 2004.

      U.S. government and federal agency obligations included government-sponsored agencies of $1,001,983,000 at March 31, 2005 and $1,344,298,000 at December 31, 2004.

      Equity securities included short-term investments in money market mutual funds of $158,567,000 at March 31, 2005 and $187,705,000 at December 31, 2004. Equity securities also included $22,132,000 in FNMA preferred stock at March 31, 2005.

      Non-marketable securities primarily included securities held for debt and regulatory purposes, which amounted to $50,682,000 and $50,703,000 at March 31, 2005 and December 31, 2004, respectively, in addition to venture capital and private equity investments, which amounted to $24,218,000 and $22,278,000 at the respective dates.

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

      The Company does not have any intangible assets that are not currently being amortized. Aggregate amortization expense on intangible assets was $381,000 and $436,000, respectively, for the three month periods ended March 31, 2005 and 2004. Estimated annual amortization expense for the years 2005 through 2009 is as follows.

      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.

      At March 31, 2005, a liability in the amount of $4,164,000, representing the carrying value of the guarantee obligations associated with the standby letters of credit mentioned above, was recorded in accordance with Financial Accounting Standards Board Interpretation 45. This amount will be amortized into income over the life of the commitment. The contract amount of these letters of credit, which represents the maximum potential future payments guaranteed by the Company, was $331,440,000 at March 31, 2005.

      The Company guarantees payments to holders of certain trust preferred securities issued by a wholly owned grantor trust. The securities are due in 2030 and may be redeemed beginning in 2010. The maximum potential future payments guaranteed by the Company, which include future interest and principal payments through maturity, was approximately $14,845,000 at March 31, 2005. At March 31, 2005, the Company had a recorded liability of $4,036,000 in principal and accrued interest to date, representing amounts owed to the security holders.

      The amount of net pension cost for the three months ended March 31, 2005 and 2004 is as follows:

      As discussed in the Company’s 2004 Annual Report on Form 10-K, effective January 1, 2005, substantially all benefits accrued under the Company’s pension plans were frozen. During the first quarter of 2005, the Company made no funding contributions to its defined benefit pension plan, and made minimal funding contributions to its supplemental executive retirement plan, which carries no segregated assets. The Company does not expect to make any further contributions, other than those related to the supplemental executive retirement plan, during the remainder of 2005.

      The shares used in the calculation of basic and diluted income per share are shown below.

      The Company’s only component of other comprehensive income (loss) during the periods presented below was the unrealized holding gains and losses on available for sale securities.

      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, bank card, 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.

      The information presented above was derived from the internal profitability reporting system used by management to monitor and manage the financial performance of the Company. This information is based on internal management accounting 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.

      The Company uses derivative instruments, on a limited basis, primarily to hedge the variability in interest payments or protect the value of certain assets and liabilities recorded in its balance sheet from changes in interest rates. At March 31, 2005, the Company had interest rate swaps with a total notional amount of $57,958,000, of which three swaps with a notional amount of $21,952,000 were designated as fair value hedges of certain fixed rate loans. The remaining swaps are matching stand alone instruments, whose fair values offset each other with no impact to income. Through its International Department, the Company enters into foreign exchange contracts consisting mainly of contracts to purchase or deliver foreign currency transactions for customers at a specific future date. Also, mortgage loan commitments and forward sales contracts are derived 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 usage of derivative instruments is detailed below.

      For the first quarter of 2005 income tax expense amounted to $26,032,000, compared to $28,467,000 in the first quarter of 2004. The effective income tax rate for the Company was 34.3% in the current quarter compared to 35.7% in the same quarter last year. The Company has income tax benefits totaling approximately $13,705,000 associated with corporate reorganization activities, which will not be recognized until certain conditions are satisfied. It is projected that such conditions may be resolved as early as the third quarter of 2005. It is not expected that material tax benefits of this nature will continue beyond 2005.

      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 2004 Annual Report on Form  10-K. Results of operations for the three month period ended March 31, 2005 are not necessarily indicative of results to be attained for any other period.

Forward Looking Information

      This report may contain “forward-looking statements” that are subject to risks and uncertainties and include information about possible or assumed future results of operations. Many possible events or factors could affect the future financial results and performance of the Company. This could cause results or performance to differ materially from those expressed in the forward-looking statements. Words such as “expects”, “anticipates”, “believes”, “estimates”, variations of such words and other similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements. Readers should not rely solely on the forward-looking statements and should consider all uncertainties and risks discussed throughout this report. Forward-looking statements speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events. Such possible events or factors include: changes in economic conditions in the Company’s market area, 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 period or in 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, pension accounting, 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, nevertheless, 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.

      Management is required to make various assumptions in valuing its pension assets and liabilities. These assumptions include the expected rate of return on plan assets, the discount rate, and the rate of increase in future compensation levels. Changes to these assumptions could impact earnings in future

periods. The Company takes into account the plan asset mix, funding obligations, and expert opinions in determining the various rates used to estimate pension expense. The Company considers the Moody’s AA corporate bond yields and other market interest rates in setting the appropriate discount rate. In addition, the Company reviews expected inflationary and merit increases to compensation in determining the rate of increase in future compensation levels.

      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, including estimates of future income tax expense, is presented in the Income Taxes section of this discussion.

Selected Financial Data

Results of Operations

Summary

      For the quarter ended March 31, 2005, net income amounted to $49.8 million, a decrease of $1.5 million, or 2.9%, from the first quarter of the previous year. The annualized return on assets was 1.44% and the annualized return on equity totaled 14.4%. For the quarter, the efficiency ratio amounted to 62.2%. The decrease in net income from the first quarter of last year resulted mainly from a decrease in gains on investment securities sales, lower net interest income and higher expenses. However, higher expenses were offset by a decrease in the provision for loan losses. Diluted earnings per share was $.73, an increase of 2.8% over $.71 per share in the first quarter of 2004.

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

     Net interest income for the first quarter of 2005 was $121.5 million, a 1.2% decrease from the first quarter of 2004. The decline in net interest income was mainly the result of higher rates on deposits and short-term borrowings and a reduction in average balances of investment securities, the total of which reduced net interest income by $16.0 million. Offsetting these reductions to net interest income were the effects of higher average rates earned on loans and growth in average loan balances, which had the combined effect of increasing net interest income by $14.6 million. The net interest rate margin was 3.79% for the first quarter of 2005, compared to 3.78% in the first quarter of 2004 and 3.80% in the fourth quarter of 2004.

      Total interest income increased $12.1 million, or 8.1%, over the first quarter of 2004. The increase was the result of a 61 basis point increase in rates earned on loans and a $216.4 million increase in average loan balances. The growth in average loans occurred mainly due to increases of $141.5 million in business, $54.4 million in credit card, and $55.3 million in home equity loans. This growth was partially offset by decreases in interest income due to a reduction in average balances of investment securities. Compared to the first quarter of 2004, investment securities declined on average by $347.7 million mainly due to sales of U.S. government agency, asset-backed, and inflation-indexed treasury securities. The average tax equivalent yield on interest earning assets was 5.02% in the first quarter of 2005 compared to 4.57% in the first quarter of 2004.

      Total interest expense increased $13.6 million, or 52.6% compared to the first quarter of 2004, due mainly to a 26 basis point increase in average rates paid on interest bearing deposits, with the largest effects shown in the Company’s Premium Money Market deposit accounts as well as short-term certificates of deposit. Interest expense also increased because of higher average rates paid on short-term borrowings of federal funds purchased and repurchase agreements. Average rates paid on all interest bearing liabilities increased to 1.36% in the first quarter of 2005 compared to .91% in the first quarter of 2004.

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

Non-Interest Income

      For the first quarter of 2005, total non-interest income amounted to $80.7 million compared with $86.0 million in the same quarter last year, or a decrease of 6.1%. This decrease resulted primarily from lower net securities gains. Excluding the effect of net securities gains, non-interest income grew slightly. Other declines in non-interest income occurred in deposit account fees and bond trading income, which were partly offset by higher bank card fees. Deposit account fees in the first quarter of 2005 declined by 4.8% from the same quarter last year as a result of lower commercial cash management fees, which were down $1.5 million this year. Since many of these services are paid for with compensating balances, rising

interest rates have made deposits more valuable thus lowering fees paid by customers for these services. Bond trading income decreased 31.7% due to lower demand by business and correspondent bank customers. Bank card fees for the quarter increased 10.8% over the same period last year, primarily resulting from a 17.8% increase in debit card interchange fees and a 13.5% increase in credit card interchange fees, reflecting continued strong payment systems transaction volumes. Trust fees for the quarter showed modest growth of 1.4% compared to the same period last year, while revenues from brokerage activities increased by 6.1%. Loan fees and sales revenue declined 5.8% mainly due to a seasonal decline in mortgage loan originations during the quarter, which resulted in fewer sales to the secondary market. Loan fees and sales also included gains on the sales of student loans, which totaled $2.3 million in the first quarters of both 2005 and 2004. Other non-interest income for the quarter included higher revenues from insurance activities.

      Net securities gains in the first quarter of 2005 amounted to $3.6 million compared with net securities gains of $9.0 million in the same period last year. During the first quarter of 2005, the Company undertook initiatives to review and re-position its investment securities portfolio to address such things as concentration, duration and interest rate risk. Consequently, during the first quarter of 2005, the Company sold available for sale investment securities totaling $922.3 million. These sales were comprised mainly of $322.5 million in U.S. government agency securities, $338.1 million in asset-backed securities, and $170.0 million in inflation-indexed treasury securities. During the first quarter of 2004 a net gain of $9.0 million was recognized, resulting principally from the sale of $115.3 million in inflation-indexed treasury securities and $26.2 million in mortgage-backed securities.

Non-Interest Expense

      Non-interest expense for the first quarter of 2005 amounted to $123.9 million, an increase of $5.0 million, or 4.2%, compared with $118.9 million recorded in the first quarter of last year. Compared with the first quarter of last year, salaries and benefits expense increased 3.2% mainly due to normal merit increases. Full-time equivalent employees totaled 4,836 and 4,847 at March 31, 2005 and 2004, respectively. Data processing and software costs increased 7.8% mainly as a result of higher bank card processing costs (related to the higher bank card revenues). Costs also increased for supplies and communication and marketing, while equipment and occupancy expenses decreased somewhat. Other non-interest expense increased $2.2 million, or 18.1%, over the same quarter last year primarily due to increases in operating losses, professional fees and minority interest expense relating to venture capital gains reported by a 53%-owned affiliate.

Provision and Allowance for Loan Losses

     The Company has an established process to determine the amount of the allowance for loan losses, which assesses the risks and losses inherent in its portfolio. 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 utilizing this process and the information available, management must use various assumptions and 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 internal loan review team and outside regulators.

      Net loan charge-offs were $3.8 million in the first three months of 2005, an $8.6 million decrease from the same period in the prior year. Total annualized net charge-offs for the first three months of 2005 were .18% of total average loans, compared to .40% in the fourth quarter of 2004 and .61% in the first quarter of 2004. The decrease in net loan charge-offs compared to the first quarter of 2004 resulted principally from a $6.0 million charge-off of a single business loan in the prior year coupled with a $1.4 million recovery on this same loan during the current year. Compared to the fourth quarter of 2004, net charge-offs were down this quarter due to an increase in business loan recoveries, as well as lower personal and credit card loan net charge-offs.

      For the first quarter of 2005, net charge-offs on average credit card loans amounted to 3.09%, compared with 3.44% in the fourth quarter of 2004 and 3.60% in the first quarter of 2004. Personal banking loan net charge-offs amounted to .39% of average personal banking loans this quarter compared to .46% in the fourth quarter of 2004 and .42% in the first quarter of 2004.

      The provision for loan losses was $2.4 million in the first three months of 2005, compared to $10.3 million in the same period in 2004 and $7.2 million in the fourth quarter of 2004. The allowance for loan losses at March 31, 2005 was $131.0 million, or 1.56% of total outstanding loans, and represented 756% of total non-performing loans. The Company considers the allowance for loan losses adequate to cover losses inherent in the loan portfolio at March 31, 2005.

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.

      Non-accrual loans, which are also considered impaired, totaled $17.3 million at March 31, 2005, and declined $16.0 million from March 31, 2004 and $285 thousand from December 31, 2004. The decline from March 31, 2004 was the result of decreases in non-accrual business and lease-related loans, which occurred in 2004. The decline from the previous year end resulted mainly from the sale of a $2.1 million lease loan, partly offset by an increase in business real estate non-accrual loans. Lease-related loans comprised 24.5% of the March 31, 2005 non-accrual loan total, with the remainder primarily relating to business and business real estate loans.

      Total loans past due 90 days or more and still accruing interest amounted to $16.0 million as of March 31, 2005, which was $1.2 million higher than at March 31, 2004 and $2.9 million higher than at December 31, 2004. The increase in the past due totals at March 31, 2005 compared to the previous year end resulted from growth of $4.7 million in business and business real estate delinquencies, partly offset by declines in personal real estate, consumer and home equity 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. These loans totaled $68.9 million at March 31, 2005 compared with $63.9 million at December 31, 2004. They are primarily classified as substandard for regulatory purposes. 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.

Income Taxes

      Income tax expense was $26.0 million in the first quarter of 2005, compared to $19.7 million in the fourth quarter of 2004 and $28.5 million in the first quarter of 2004. The effective income tax rate on income from operations was 34.3% in the first quarter of 2005, compared with 27.2% in the fourth quarter of 2004 and 35.7% in the first quarter of 2004.

      The Company recognized tax benefits pertaining to certain corporate tax reorganization initiatives of $5.0 million in the fourth quarter of 2004. The Company has additional income tax benefits totaling approximately $13.7 million associated with other corporate reorganization activities, which will not be recognized into income until certain conditions are satisfied. It is projected that such conditions may be resolved as early as the third quarter of 2005. It is not expected that material tax benefits of this nature will continue beyond 2005.

Financial Condition

Balance Sheet

      Total assets of the Company were $14.1 billion at March 31, 2005 compared to $14.3 billion at December 31, 2004. Earning assets at March 31, 2005 were $13.1 billion, consisting of 64% loans and 35% investments, compared to $13.2 billion at December 31, 2004.

      During the first quarter of 2005, average loans increased $168.5 million, or 2.1%, compared with the previous quarter, and were up $216.4 million, or 2.7%, compared to the same period last year. Compared to the fourth quarter of 2004, average business (includes commercial, lease and tax-free), construction, and business real estate loans grew by $57.0 million, $22.3 million, and $2.4 million, respectively. As a result of lower levels of mortgage loan originations during the quarter, personal real estate loans declined by $4.8 million. Moderate growth in the economy during the current quarter helped increase loan demand for business and construction loans and improved line of credit usage. Average student loans increased $65.8 million due to seasonal borrowing activity, while credit card loans showed continued growth over the previous quarter. Average consumer banking loans declined from the previous quarter by $12.3 million as a result of weaker demand for auto lending, offset by continued growth in marine and recreational vehicle loans.

      Available for sale investment securities, excluding fair value adjustments, decreased on average $203.3 million, or 4.3%, this quarter compared with the previous quarter. During the current quarter, the Company undertook initiatives to review and re-position its investment securities portfolio to address such things as concentration, duration and interest rate risk. Accordingly, during the current quarter the Company sold available for sale investment securities totaling $922.3 million, comprised mainly of U.S. government agency ($322.5 million), asset-backed ($338.1 million), and inflation-indexed treasury ($170.0 million) securities. Purchases of investment securities during the current quarter totaled $975.8 million, and consisted mainly of mortgage-backed ($653.1 million), asset-backed ($258.6 million) and treasury and agency ($55.7 million) securities.

      Total average deposits grew by $157.3 million, or 1.5%, during the first quarter of 2005 compared to the fourth quarter of last year, and were up 3.2% compared to the same period last year. At the beginning of the current quarter, the Company re-characterized certain additional demand and interest checking accounts as money market accounts, in accordance with Federal Reserve rules. As a result, an additional $530 million of average demand deposits and $344 million of average interest checking accounts were reclassified as money market accounts during the first quarter of 2005. Exclusive of these reclassifications, the increase over the fourth quarter of last year was the result of growth in personal demand, interest checking and short-term jumbo certificates of deposit.

      During the first quarter of 2005, average borrowings decreased $137.9 million from the previous quarter, primarily due to a decrease in federal funds purchased of $113.6 million and a decrease in repurchase agreements of $23.0 million.

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 $179.1 million at March 31, 2005. These investments normally have overnight maturities and are used for general daily liquidity purposes. The fair value of the available for sale investment portfolio was $4.4 billion at March 31, 2005, and included an unrealized gain of $8.7 million. The portfolio includes maturities of approximately $824 million which come due during 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 March 31, 2005, total investment securities pledged for these purposes comprised 45% of the total investment portfolio, leaving $2.5 billion of unpledged securities.

      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 March 31, 2005, such deposits totaled $7.9 billion and represented 74% 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 $1.1 billion at March 31, 2005. These accounts are normally considered more volatile and higher costing, but comprise just 10.1% of total deposits at March 31, 2005.

      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 $1.6 billion at March 31, 2005. Federal funds purchased are obtained mainly from upstream correspondent banks with whom the Company maintains approved lines of credit, while securities sold under agreements to repurchase are comprised of non-insured customer funds secured by a portion of the Company’s investment portfolio. The Company’s long-term debt is relatively small compared to the Company’s overall liability position. It is comprised mainly of borrowings from the Federal Home Loan Bank (FHLB), which totaled $366.9 million at March 31, 2005. These borrowings were a combination of fixed and floating rates with maturities of less than four years. Other outstanding long-term borrowings relate mainly to the Company’s leasing and venture capital operations.

      In addition to those mentioned above, several other sources of liquidity are available. The Company believes that its sound debt ratings of A-1 from Standard & Poor’s and Prime-1 from Moody’s would enable

its commercial paper to be readily marketable 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 $299.0 million in loans and $461.5 million in investment securities. Also, because of its lack of significant long-term debt, the Company believes that it could generate additional liquidity through its Capital Markets Group from sources such as jumbo certificates of deposit or privately placed debt offerings. Future financing could also include the issuance of common or preferred stock.

      Cash and cash equivalents (defined as “Cash and due from banks” on the accompanying balance sheets) was $502.4 million at March 31, 2005 compared to $585.8 million at December 31, 2004. The $83.5 million decline 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 March 31, 2005. 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 $80.4 million during the current quarter. Investing activities, consisting mainly of purchases, sales and maturities of available for sale securities, changes in levels of overnight investments in federal funds sold and resale agreements, and changes in the level of the loan portfolio, provided cash of $11.7 million. Most of the cash inflow was due to $1.2 billion in proceeds from sales and maturities of investment securities, partly offset by $978.3 million in purchases. Financing activities used cash of $175.6 million, mainly due to a $347.0 million decrease in overnight borrowings. In addition, cash of $60.8 million was required by the Company’s treasury stock repurchase program. These cash outflows were partly offset by a $246.3 million increase in deposits. 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.

      While cash requirements for the purchase of bank facilities and equipment are relatively insignificant compared to the Company’s other investment activities, these purchases amounted to $32.9 million in the first quarter of 2005. The purchases included the acquisition of a multi-story building and garage in downtown Kansas City, construction costs for a new bank facility in Wichita, Kansas, and payments related to a deposit imaging system. As mentioned in the 2004 Annual Report on Form 10-K, the Kansas City office building and garage was acquired from Tower Properties Company, of which Commerce senior executives David W. Kemper, CEO, and Jonathan M. Kemper, Vice-Chairman, also serve as directors. The purchase price of $18 million was based on an independent outside appraisal and received the approval of the Company’s Board of Directors and independent Audit Committee.

Capital Management

      The Company maintains strong 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:

      Commerce maintains a treasury stock buyback program, and in October 2004 was authorized by the Board of Directors to repurchase up to 5,000,000 shares of its common stock. The Company has routinely used these shares to fund the Company’s annual 5% stock dividend and various employee benefit programs. During the quarter ended March 31, 2005 the Company purchased 1,264,287 shares of treasury

stock at an average cost of $48.11 per share. At March 31, 2005, 2,466,782 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 cash dividend by 10% in the first quarter of 2005 compared to the fourth quarter of 2004, making 2005 the 37th 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 March 31, 2005 totaled $6.6 billion (including approximately $3.2 billion in unused approved credit card lines). In addition, the Company enters into standby and commercial letters of credit. These contracts amounted to $331.4 million and $22.2 million, respectively, at March 31, 2005. 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 $4.2 million at March 31, 2005. 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 has additional funding commitments arising from investments in several private equity concerns, classified as non-marketable investment securities, and low-income housing partnerships. These unfunded commitments amounted to $6.1 million at March 31, 2005.

      As mentioned above, an affiliate bank purchased a multi-story building and garage in downtown Kansas City in February 2005. The bank occupies office space in this building and as a result of the purchase, the Company’s operating lease commitments in 2005, 2006 and 2007 are expected to decline by $533 thousand, $639 thousand and $373 thousand, respectively.

Segment Results

      The table below is a summary of segment pre-tax income results for the first three months of 2005 and 2004. Please refer to Note 9 in the notes to the consolidated financial statements for additional information about the Company’s operating segments.