| þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| Page Number | ||
| 1 | ||
Financial Statements: |
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| 2 | ||
| 3 | ||
| 4 | ||
Supplemental Schedules: |
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| 14 | ||
Consent of Independent Registered Public Accounting Firm |
| COMMERCE BANCSHARES PARTICIPATING INVESTMENT PLAN |
||||||||
| By: | /s/ Jeffery D. Aberdeen | |||||||
| Jeffery D. Aberdeen | ||||||||
| Co-Chairperson, Retirement Committee | ||||||||
| By: | /s/ Sara E. Foster | |||||||
| Sara E. Foster | ||||||||
| Co-Chairperson, Retirement Committee | ||||||||
| EX-23.1 | ||||||||
1
| 2008 | 2007 | |||||||
ASSETS |
||||||||
Cash, non-interest bearing |
$ | — | $ | 193 | ||||
Investments, at fair value: |
||||||||
Commerce Bancshares, Inc. Common Stock Fund |
143,464,906 | 145,527,438 | ||||||
Mutual funds |
147,840,692 | 176,743,391 | ||||||
Loans to participants |
7,106,140 | 7,019,843 | ||||||
Total investments |
298,411,738 | 329,290,672 | ||||||
Total assets |
298,411,738 | 329,290,865 | ||||||
LIABILITIES |
||||||||
Excess contributions payable |
114,145 | 63,762 | ||||||
Net assets available for benefits |
$ | 298,297,593 | $ | 329,227,103 | ||||
2
| 2008 | 2007 | 2006 | ||||||||||
Additions to Net Assets Attributable to: |
||||||||||||
Investment income: |
||||||||||||
Interest |
$ | 876,566 | $ | 1,340,577 | $ | 1,138,747 | ||||||
Dividends |
4,906,224 | 8,626,581 | 5,824,799 | |||||||||
Interest income on loans to participants |
547,046 | 517,498 | 437,355 | |||||||||
Net appreciation (depreciation) in fair value of
investments |
(52,861,327 | ) | (2,985,958 | ) | 6,128,545 | |||||||
Total investment income |
(46,531,491 | ) | 7,498,698 | 13,529,446 | ||||||||
Contributions: |
||||||||||||
Participant |
17,446,390 | 16,475,760 | 15,293,058 | |||||||||
Employer |
9,481,765 | 8,841,145 | 8,056,387 | |||||||||
Participant rollover |
1,560,825 | 1,413,656 | 658,050 | |||||||||
Total contributions |
28,488,980 | 26,730,561 | 24,007,495 | |||||||||
Total additions (deductions) |
(18,042,511 | ) | 34,229,259 | 37,536,941 | ||||||||
Deductions from Net Assets Attributable to: |
||||||||||||
Distributions to participants |
(12,849,941 | ) | (29,462,643 | ) | (17,170,276 | ) | ||||||
Administrative expenses |
(37,058 | ) | (33,116 | ) | (35,494 | ) | ||||||
Total deductions |
(12,886,999 | ) | (29,495,759 | ) | (17,205,770 | ) | ||||||
Net increase (decrease) |
(30,929,510 | ) | 4,733,500 | 20,331,171 | ||||||||
Net assets available for benefits: |
||||||||||||
Beginning of year |
329,227,103 | 324,493,603 | 304,162,432 | |||||||||
End of year |
$ | 298,297,593 | $ | 329,227,103 | $ | 324,493,603 | ||||||
3
| (1) | Description of the Plan | |
| General | ||
| The following description of the Commerce Bancshares Participating Investment Plan (the Plan) is provided for general informational purposes only. Terms of the Plan are more fully described in the Plan document, which is available to each participant. The Plan is a defined contribution plan that is qualified under section 401 of the Internal Revenue Code and covers employees of Commerce Bancshares, Inc. (the Company) or a participating subsidiary who are 21 years or older. Employees are eligible to participate as of January 1, April 1, July 1, or October 1 following the completion of thirty days of service. The Plan is subject to the provisions of the Employee Retirement Security Act of 1974 (ERISA). | ||
| The Company is the plan sponsor and is advised by the Retirement Committee of Commerce Bancshares, Inc., which acts as the plan administrator. Commerce Bank, N.A., a subsidiary of the Company, is the trustee of the Plan. There were 4,364 and 4,264 participants with balances in the Plan at December 31, 2008 and 2007, respectively. | ||
| Contributions | ||
| Participating employees may elect to contribute to the Plan a maximum of 25% of their eligible compensation, as defined by the Plan, and subject to certain limitations under the Internal Revenue Code (not to exceed $15,500, $15,500 and $15,000 in 2008, 2007 and 2006, respectively). Additionally, participants who attained the age of 50 during 2008, 2007 or 2006 could contribute an additional $5,000 of catch-up contributions in each year. The catch-up contributions are not subject to the employer matching contribution. All participant contributions are made on a pretax basis. | ||
| The Company’s matching contribution is a graded matching percentage from 50% — 100% determined by age plus years of employment on the first 7% of eligible compensation. Additionally, the Company may make a discretionary contribution. For the years ended December 31, 2008, 2007, and 2006, the Company did not make a discretionary contribution. | ||
| Participants have the option to direct the investment of their contributions and the matching employer’s contributions (except as described in Note 4) in any combination of the Commerce Bancshares, Inc. Common Stock Fund (Company Stock Fund), Commerce Bond Fund, Commerce Growth Fund, Commerce Value Fund, Vanguard Total Stock Market Index Fund, Commerce Short Term Government Bond Fund, AIM Funds Group Small Cap Growth “A” Fund, Vanguard Small Cap Value Index Fund, Fidelity Diversified International Fund, Fidelity Freedom Income Fund, Fidelity Freedom 2005 Fund, Fidelity Freedom 2010 Fund, Fidelity Freedom 2015 Fund, Fidelity Freedom 2020 Fund, Fidelity Freedom 2025 Fund, Fidelity Freedom 2030 Fund, Fidelity Freedom 2035 Fund, Fidelity Freedom 2040 Fund, Fidelity Freedom 2045 Fund, Fidelity Freedom 2050 Fund, Fidelity Retirement Money Market Fund, and Spartan US Equity Index Fund. During 2008, the 3rd Ave. Real Estate Value Fund, ABF Large Cap Value Fund, American Century Vista Fund, Dodge & Cox International Stock Fund, Fidelity Retirement Government Money Market Fund, Fidelity Mid Cap Value Fund, and Vanguard Morgan Growth Fund were added to the Plan’s investment options. |
4
| Participants may roll over funds into the Plan from any qualified plan, subject to the approval of the plan administrator. Rollover contributions earn investment income and share in investment gains or losses. Participants are 100% vested in rollover contributions. Participants direct the investment of their rollover contributions to any of the various investment options offered by the Plan. | ||
| Assets of the Company Stock Fund include Commerce Bancshares, Inc. common stock. As a result, cash dividends on Commerce Bancshares, Inc. common stock are paid directly to the Company Stock Fund and allocated to the participants. Participants with balances in the Company Stock Fund have the option to reinvest their cash dividends in the Company Stock Fund or have dividends paid to them directly. | ||
| Participant Accounts | ||
| Each participant’s account is credited with the participant’s contribution, the Company’s matching and discretionary contributions, and an allocation of Plan earnings and administrative expenses. The earnings allocation is based on the performance of the participant’s allocated investment fund balances. The benefit to which a participant is entitled is the vested portion of the participant’s account. | ||
| Participants may make transfers between existing fund balances at any time. Participating employees may change future investment elections at any time upon notification to the Plan. Both transactions are done in 1% increments. | ||
| Participant Vesting | ||
| Participants are vested immediately in their contributions plus actual earnings thereon, however, only upon termination of employment are participants entitled to receive their contributions and accumulated earnings thereon. Company matching contributions and Company discretionary contributions are subject to the following vesting schedule: |
| Years of | Percentage | |
| Vesting Service | Vested | |
| Less than 3 | 0% | |
| 3 or more | 100% |
5
| The following schedule is applicable to participant’s after-tax employer matching contributions (no longer permitted after January 1, 1995) and ESOP balances: |
| Years of | Percentage | |
| Vesting Service | Vested | |
| Less than 3 | 0% | |
| 3, but less than 4 | 20% | |
| 4, but less than 5 | 40% | |
| 5, but less than 6 | 60% | |
| 6, but less than 7 | 80% | |
| 7 or more | 100% |
| A participant will become fully vested in the value of all Company contributions in the event of death, permanent and total disability, or retirement on or after age 65, regardless of the participant’s years of vesting service. A year of vesting service generally is each Plan year during which the participant earns at least 1,000 hours of service and is over the age of 18. | ||
| Forfeitures | ||
| Forfeitures are based on the nonvested portion of the Company contribution upon employee termination. Forfeited amounts are applied as a reduction of contributions by the Company or by participating subsidiaries. Forfeitures were used to reduce the Company contribution by $203,744 in 2008, $184,217 in 2007 and $281,766 in 2006. The balance of unallocated forfeitures available to offset future Company contributions amounted to $9,386 and $11,902 at December 31, 2008 and 2007, respectively. | ||
| Participant Loans | ||
| A participant may borrow from the Plan amounts collateralized by the vested portion of his or her Plan account. These loans may not exceed the lesser of $50,000 or 50% of the participant’s vested account balance (excluding employee stock ownership plan account balances). The loans are repaid through payroll deductions over terms which are based upon the amounts borrowed and normally do not exceed five years and are secured by the balance in the participant’s account. Interest rates charged on participant loans are based on the Commerce Prime Rate plus 1% at the date of the distribution and are fixed throughout the life of the loan. The participant may continue to make contributions to the Plan throughout the term of the loan. | ||
| Administrative Expenses | ||
| Certain administrative functions are performed by officers or employees of Commerce Bancshares, Inc. (the Company). No such officer or employee receives compensation from the Plan. Administrative expenses incident to the administration of the Plan may be paid by the Company and, if not paid by the Company, shall be paid by the Plan. A setup fee for new loans (currently $50) is deducted from the respective participant’s account. The Company elected to pay all other administration fees for the years ended December 31, 2008, 2007 and 2006 and presently intends to continue to do so, although the Company can, at its discretion, discontinue this practice. |
6
| Distributions | ||
| Distributions of vested account balances are available upon termination, retirement, death or permanent and total disability. Distributions are made in lump sum amounts to the participant or designated beneficiaries. | ||
| (2) | Summary of Significant Accounting Policies | |
| Basis of Presentation | ||
| The accompanying financial statements have been prepared on the accrual basis in conformity with accounting principles generally accepted in the United States of America. | ||
| Investment Valuation | ||
| The Plan’s investments are held in an account at Fidelity Management Trust Company. On each valuation date, as defined by the Plan, securities held by the Plan are valued at fair value and the increase or decrease in the value of securities held, plus any net income or loss of the Plan, is allocated to the participant’s accounts. Fair value of the mutual funds is based on quoted market prices from national securities exchanges. Shares of the Company Stock Fund are based upon the fair values of the underlying investments, which include Company stock and cash equivalents. Loans to participants are valued at amortized cost, which approximates fair value. | ||
| Net appreciation (depreciation) in fair value of investments includes realized and unrealized gains and losses. Also included is the reinvestment of interest and dividends earned on funds invested in the mutual and Company Stock funds. Purchases and sales of securities are recorded on a trade-date basis (the date the order to buy or sell is executed). Interest is accrued as earned and dividend income is recorded on the ex-dividend date. | ||
| Use of Estimates | ||
| The Plan utilizes a number of informed estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with U.S. generally accepted accounting principles. Actual results could differ from those estimates. | ||
| Payment of Benefits | ||
| Distributions to the participants of the Plan are recorded when paid. | ||
| (3) | Risks and Uncertainties | |
| The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits. |
7
| (4) | Company Stock Fund | |
| The Company Stock Fund is accounted for on a unitized accounting basis. The fund has a cash reserve in order to provide the liquidity necessary to process daily fund transactions by the close of market each business day. The cash reserve generally represents between one and five percent of the total fund value, and varies depending upon account activity. The reserve may consist of cash or cash equivalents. As of December 31, 2008 and 2007, the cash reserve totaled approximately $3.3 million and $3.8 million, respectively. | ||
| In January 1995, all assets held by the Company’s qualified employee stock ownership plan were merged into the Plan and remain under a portion of the Plan that qualifies as an employee stock ownership plan (ESOP). All Company common stock attributable to the ESOP has been fully allocated to participant account balances at December 31, 2008 and 2007 and is held as units of the Company Stock Fund. At December 31, 2008 and 2007, 893 and 926 participants, respectively, had an ESOP related account balance. | ||
| Information about changes in ESOP assets included in the Company Stock Fund for the years ended December 31, 2008, 2007 and 2006, is as follows: |
| 2008 | 2007 | 2006 | ||||||||||
Beginning balance: |
$ | 27,811,358 | $ | 30,013,616 | $ | 32,769,035 | ||||||
Unrealized appreciation (depreciation)
(including reinvested
dividends
and interest) |
121,609 | (655,411 | ) | (1,536,167 | ) | |||||||
Benefits paid to participants |
(655,616 | ) | (1,546,847 | ) | (1,076,924 | ) | ||||||
Transfers to participant-directed investments |
— | — | (142,328 | ) | ||||||||
Ending balance |
$ | 27,277,351 | $ | 27,811,358 | $ | 30,013,616 | ||||||
| During 2007, the Plan was amended to allow all participants to self-direct the investment of his or her entire account balance under the Plan. Please refer to Footnote 11 for additional information. | ||
| In addition, the Company Stock Fund utilizes available cash from participant and employer directed contributions and dividends to purchase Commerce Bancshares Inc. common stock on the open market. During 2008, 2007 and 2006 total dividends paid on shares of Company stock held by the Company Stock Fund and the amount thereof which was distributed directly to the participants is as follows: |
| 2008 | 2007 | 2006 | ||||||||||
Portion of dividend reinvested
in company stock |
$ | 1,098,000 | $ | 1,082,000 | $ | 1,050,000 | ||||||
Portion of dividend distributed
to participants |
1,984,000 | 1,987,000 | 2,004,000 | |||||||||
Dividends paid on shares of
Company stock |
$ | 3,082,000 | $ | 3,069,000 | $ | 3,054,000 | ||||||
8
| (5) | Investments | |
| The following table sets forth investments that represent 5% or more of the market value of the Plan’s net assets at December 31, 2008 or 2007: |
| 2008 | 2007 | |||||||
Commerce Bancshares, Inc. Common Stock Fund: |
||||||||
Commerce Bancshares, Inc. Common Stock |
$ | 140,116,953 | $ | 141,711,983 | ||||
Fidelity Retirement Money Market Fund |
3,347,953 | 3,815,455 | ||||||
Fidelity Retirement Money Market Fund |
30,011,260 | 27,485,035 | ||||||
Spartan US Equity Index Fund* |
13,721,345 | 21,052,066 | ||||||
Commerce Growth Fund* |
12,802,087 | 21,480,176 | ||||||
Commerce Bond Fund |
17,781,807 | 13,079,229 | ||||||
| * | Represents less than 5% of Plan net assets at December 31, 2008. |
| During 2008, 2007 and 2006 the Plan’s investments appreciated (depreciated) in value as follows: |
| 2008 | 2007 | 2006 | ||||||||||
Commerce Bancshares, Inc. |
||||||||||||
Common Stock
Fund |
$ | 4,528,180 | $ | (3,787,639 | ) | $ | (3,782,228 | ) | ||||
Mutual Funds |
(57,389,507 | ) | 801,681 | 9,910,773 | ||||||||
| $ | (52,861,327 | ) | $ | (2,985,958 | ) | $ | 6,128,545 | |||||
| (6) | Federal Income Taxes | |
| In a determination letter dated July 11, 2002, the Internal Revenue Service stated that the Plan, as amended through August 16, 2001, met the requirements of section 401(a) of the Internal Revenue Code (IRC) and the Trust established thereunder was exempt from federal tax under section 501(a) of the IRC. Although the Plan has been amended since receiving the determination letter, the plan administrator believes that the Plan, as designed and operated, is in compliance with the applicable provisions of the IRC. | ||
| The Company is entitled to deduct for federal income tax purposes the amount of contributions made by the Company and each of its participating subsidiaries for the benefit of employees. In general, neither such contributions nor the income from the trust will be taxable to participants as income prior to the time such participants receive a distribution from the Plan. Participant contributions are not required to be included in the employees’ taxable income until the year or years in which they are distributed or made available to them. |
9
| (7) | Transactions with Related Parties | |
| Certain Plan investments are shares of mutual funds managed by The Commerce Trust Company, a division of Commerce Bank, N.A. The Company Stock Fund also includes shares of Company common stock; therefore, these transactions qualify as party-in-interest transactions. Plan investments also include shares of mutual funds managed by Fidelity Management Trust Company and Fidelity Investments Institutional Operations Company, Inc., the custodian and record keeper of the Plan. These are exempt party-in-interest transactions under ERISA. | ||
| Transactions with the Company and its affiliates during the years ended December 31, 2008, 2007, and 2006 were as follows: |
| Purchases | Sales | |||||||||||||||||||
| Realized | ||||||||||||||||||||
| Units | Cost | Units | Proceeds | Gains (Losses) | ||||||||||||||||
2008: |
||||||||||||||||||||
Company Stock Fund |
901,338 | $ | 17,631,406 | 1,194,971 | $ | 24,222,118 | $ | 6,192,315 | ||||||||||||
Commerce Mutual
Funds |
797,642 | 15,029,850 | 1,148,200 | 25,046,985 | (980,540 | ) | ||||||||||||||
2007: |
||||||||||||||||||||
Company Stock Fund |
681,478 | $ | 13,854,370 | 1,293,658 | $ | 26,617,548 | $ | 7,958,007 | ||||||||||||
Commerce Mutual
Funds |
678,290 | 15,733,648 | 587,559 | 14,424,624 | 939,074 | |||||||||||||||
2006: |
||||||||||||||||||||
Company Stock Fund |
695,599 | $ | 14,574,316 | 931,658 | $ | 19,567,293 | $ | 7,881,426 | ||||||||||||
Commerce Mutual
Funds |
639,380 | 13,864,603 | 571,956 | 11,633,230 | 272,720 | |||||||||||||||
| (8) | Excess Contributions Payable | |
| Contributions received from participants for 2008 are net of payments of $114,145 made in March 2009 to certain active participants to return to them excess deferral contributions as required to satisfy the relevant nondiscrimination provisions of the Plan. At December 31, 2008 and 2007, $114,145 and $63,762, respectively, have been included in the Plan’s statements of net assets available for benefits as excess contributions payable. | ||
| (9) | Fair Value Measurements | |
| Effective January 1, 2008, the Plan adopted Statement of Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements”. Under SFAS No. 157, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, the Plan uses various valuation techniques and assumptions when estimating fair value, which are in accordance with SFAS No. 157. SFAS No. 157 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: |
| • | Level 1 — inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets. | ||
| • | Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly (such as interest rates, yield curves, and prepayment speeds). |
10
| • | Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value. These may be internally developed, using the Plan’s best information and assumptions that a market participant would consider. |
| When determining the fair value measurements for assets and liabilities required or permitted to be recorded or disclosed at fair value, the Plan considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. When possible, the Plan looks to active and observable markets to price identical assets or liabilities. When identical assets and liabilities are not traded in active markets, the Plan looks to market observable data for similar assets and liabilities. Nevertheless, certain assets and liabilities are not actively traded in observable markets and the Plan must use alternative valuation techniques to derive an estimated fair value measurement. | ||
| Following is a description of the Plan’s valuation methodologies used for assets measured at fair value on a recurring basis: | ||
| Common stocks | ||
| Common stocks are valued at the closing price reported on the active market on which the individual securities are traded. Because the inputs to these assets are unadjusted quoted prices in an active market, the measurements are classified as Level 1. | ||
| Mutual funds | ||
| Mutual funds are valued at the net asset value (NAV) of shares held by the Plan at year end. Because the inputs to these assets are unadjusted quoted prices in an active market, the measurements are classified as Level 1. | ||
| Participant loans | ||
| Participant loans are valued at amortized cost, which approximates fair value. Because loans are not traded in an active market, and the inputs to these measurements are not readily observable, the measurements are classified as Level 3. | ||
| The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. |
11
| The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2008: |
| Quoted Prices in | ||||||||||||||||
| Active Markets for | Significant Other | Significant Other | ||||||||||||||
| December 31, | Identical Assets | Observable Inputs | Unobservable Inputs | |||||||||||||
| 2008 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Common stocks |
$ | 140,116,953 | $ | 140,116,953 | $ | — | $ | — | ||||||||
Mutual Funds |
151,188,645 | 151,188,645 | — | — | ||||||||||||
Participant Loans |
7,106,140 | — | — | 7,106,140 | ||||||||||||
| $ | 298,411,738 | $ | 291,305,598 | $ | — | $ | 7,106,140 | |||||||||
| The following table sets forth a summary of changes in the fair value of the Plan’s Level 3 assets for the year ended December 31, 2008. |
| Level 3 Assets | ||||
| Year Ended December 31, 2008 | ||||
| Participant | ||||
| Loans | ||||
Balance at January 1, 2008 |
$ | 7,019,843 | ||
Purchases, sales, issuances, and
settlements (net) |
86,297 | |||
Balance at December 31, 2008 |
$ | 7,106,140 | ||
| (10) | Plan Termination | |
| Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100% vested in their employer contributions. | ||
| (11) | Plan Amendment | |
| During 2008, the Plan was amended as follows: |
| • | Benefit payments to a terminated employee made by the later of (i) 2 1/2 months after severance from employment or (ii) the end of the limitation year that includes such date of severance shall be included in limitation compensation if they are (A) payments that, absent a severance from employment, would have been paid to the participant while the participant continued in employment with Commerce Bancshares, Inc. and are regular for the participant’s regular working hours, commissions, bonuses, or other similar compensation, or (B) payments for accrued bona fide sick, vacation or other leave, but only if the participant would have been able to use the leave if employment had continued. This amendment is added to Section 3.04 of the Plan and conforms to changes made under final regulations issued under Section 415 of the Internal Revenue Code and was effective January 1, 2008. | ||
| • | Rollover contributions from any qualified retirement plan under Section 401(a) of the Internal Revenue Code, Section 403(b) tax sheltered annuities, Section 457(b) plans maintained by governmental entities, or conduit IRA’s are now allowed, subject to the approval of the Plan Administrator. |
12
| • | To clarify that each participant is solely responsible for his or her account balances among the investment funds and that the Plan is designed to comply with Section 404(c) of ERISA. |
| These amendments were effective January 1, 2008. | ||
| During 2007, the Plan was amended to allow each participant to self-direct the investment of his or her entire account balance under the Plan (including but not limited to the ESOP Account). Employees may change investment allocations with respect to future contributions and/or existing account balances at any time. This amendment was effective January 1, 2007. | ||
| (12) | Subsequent Event | |
| Subsequent to December 31, 2008, the Plan was amended to add one new investment option. The new investment option is Fidelity U.S. Bond Index Fund. The amendment to the Plan was effective February 2, 2009. |
13
| Number | ||||||||||||||||
| (a) | (b) Identity of issue | of shares | (d) Cost | (e) Fair Value | ||||||||||||
| * | Commerce Bancshares, Inc. Common Stock Fund: |
|||||||||||||||
| * | Commerce Bancshares, Inc. Common Stock |
3,163,052 | * | * | $ | 140,116,953 | ||||||||||
| * | Fidelity Retirement Money Market Fund |
3,347,953 | * | * | 3,347,953 | |||||||||||
Total Common Stock Fund |
6,812,199 | 143,464,906 | ||||||||||||||
Mutual Funds |
||||||||||||||||
| * | Commerce Bond Fund |
981,336 | * | * | 17,781,807 | |||||||||||
| * | Commerce Growth Fund |
734,065 | * | * | 12,802,087 | |||||||||||
| * | Commerce Short Term Government Bond Fund |
269,253 | * | * | 4,803,473 | |||||||||||
| * | Commerce Value Fund |
175,506 | * | * | 2,744,920 | |||||||||||
3rd Ave. Real Estate Value Fund |
13,238 | * | * | 197,916 | ||||||||||||
ABF Large Cap Value Fund |
630,564 | * | * | 8,266,696 | ||||||||||||
AIM Funds Group Small Cap Growth “A” Fund |
170,987 | * | * | 2,877,704 | ||||||||||||
American Century Vista Fund |
725,147 | * | * | 8,027,372 | ||||||||||||
Dodge & Cox International Stock Fund |
140,891 | * | * | 3,085,503 | ||||||||||||
| * | Fidelity Diversified International Fund |
330,085 | * | * | 7,100,122 | |||||||||||
| * | Fidelity Freedom 2005 Fund |
78,974 | * | * | 662,588 | |||||||||||
| * | Fidelity Freedom 2010 Fund |
322,941 | * | * | 3,345,670 | |||||||||||
| * | Fidelity Freedom 2015 Fund |
336,314 | * | * | 2,878,844 | |||||||||||
| * | Fidelity Freedom 2020 Fund |
298,872 | * | * | 3,003,664 | |||||||||||
| * | Fidelity Freedom 2025 Fund |
247,167 | * | * | 2,034,182 | |||||||||||
| * | Fidelity Freedom 2030 Fund |
199,356 | * | * | 1,945,715 | |||||||||||
| * | Fidelity Freedom 2035 Fund |
88,116 | * | * | 707,575 | |||||||||||
| * | Fidelity Freedom 2040 Fund |
265,036 | * | * | 1,481,549 | |||||||||||
| * | Fidelity Freedom 2045 Fund |
39,324 | * | * | 258,751 | |||||||||||
| * | Fidelity Freedom 2050 Fund |
50,419 | * | * | 325,706 | |||||||||||
| * | Fidelity Freedom Income Fund |
48,240 | * | * | 461,170 | |||||||||||
| * | Fidelity Mid Cap Value Fund |
36,723 | * | * | 349,233 | |||||||||||
| * | Fidelity
Retirement Government Money Market Fund |
4,668,381 | * | * | 4,668,381 | |||||||||||
| * | Fidelity Retirement Money Market Fund |
30,011,260 | * | * | 30,011,260 | |||||||||||
Spartan US Equity Index Fund |
430,136 | * | * | 13,721,345 | ||||||||||||
Vanguard Morgan Growth Fund |
158,524 | * | * | 1,791,317 | ||||||||||||
Vanguard Small Cap Value Index Fund |
347,024 | * | * | 3,543,119 | ||||||||||||
Vanguard Total Stock Market Index Fund |
410,959 | * | * | 8,963,023 | ||||||||||||
Total Mutual Funds |
147,840,692 | |||||||||||||||
Loans to Participants—Interest rates on these loans
range from 4.25% to 10.50% |
— | 7,106,140 | ||||||||||||||
Total assets held for investment purposes |
$ | 298,411,738 | ||||||||||||||
| * | Party-in-interest as defined by ERISA. | |
| ** | In accordance with instructions to the Form 5500, the Plan is no longer required to disclose the cost component of participant-directed investments. |
14
| 23.1 | Consent of Independent Registered Public Accounting Firm |