e11vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2007
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to
Commission File No. 0-2989
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
COMMERCE BANCSHARES PARTICIPATING INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
COMMERCE BANCSHARES, INC.
1000 Walnut, Kansas City, MO 64106
 
 

 


 

COMMERCE BANCSHARES PARTICIPATING INVESTMENT PLAN
TABLE OF CONTENTS
         
    Page Number
Report of Independent Registered Public Accounting Firm
    2  
 
       
Financial Statements:
       
Statements of Net Assets Available for Benefits
    3  
Statements of Changes in Net Assets Available for Benefits
    4  
Notes to Financial Statements
    5  
 
       
Supplemental Schedules:
       
1 - Assets Held at End of Year
    13  
2 - Reportable Transactions
    14  
Consent of Independent Registered Public Accounting Firm
       
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
             
    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    
Date: June 24, 2008

 


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Retirement Committee of Commerce Bancshares, Inc.
Commerce Bancshares Participating Investment Plan
Kansas City, Missouri
We have audited the accompanying statements of net assets available for benefits of the Commerce Bancshares Participating Investment Plan (the Plan) as of December 31, 2007 and 2006, and the related statements of changes in net assets available for benefits for the years ended December 31, 2007, 2006, and 2005. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2007 and 2006, and the changes in net assets available for benefits for the years ended December 31, 2007, 2006, and 2005, in conformity with U.S. generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of schedule H, line 4i — schedule of assets (held at end of year) as of December 31, 2007 and schedule H, line 4j — schedule of reportable transactions for the year ended December 31, 2007 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Mayer Hoffman McCann P.C.
Leawood, Kansas
June 24, 2008

2


 

COMMERCE BANCSHARES PARTICIPATING INVESTMENT PLAN
Statements of Net Assets Available for Benefits
December 31, 2007 and 2006
                 
    2007     2006  
ASSETS
               
 
Cash, non-interest bearing
  $ 193     $ 68  
 
           
 
Investments, at fair value:
               
Commerce Bancshares, Inc. Common Stock Fund
    145,527,438       162,078,256  
Mutual funds
    176,743,391       155,705,386  
Loans to participants
    7,019,843       6,709,893  
 
           
Total investments
    329,290,672       324,493,535  
 
           
 
Total assets
    329,290,865       324,493,603  
 
           
 
LIABILITIES
               
 
Excess contributions payable
    63,762        
 
           
 
Net assets available for benefits
  $ 329,227,103     $ 324,493,603  
 
           
See accompanying notes to financial statements

3


 

COMMERCE BANCSHARES PARTICIPATING INVESTMENT PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 2007, 2006, and 2005
                         
    2007     2006     2005  
Additions to Net Assets Attributable to:
                       
Investment income:
                       
Interest
  $ 1,340,577     $ 1,138,747     $ 677,699  
Dividends
    8,626,581       5,824,799       4,096,931  
Interest income on loans to participants
    517,498       437,355       351,243  
Net appreciation (depreciation) in fair value of investments
    (2,985,958 )     6,128,545       16,394,800  
 
                 
Total investment income
    7,498,698       13,529,446       21,520,673  
 
                 
 
Contributions:
                       
Participant
    16,475,760       15,293,058       14,043,183  
Employer
    8,841,145       8,056,387       7,671,559  
Participant rollover
    1,413,656       658,050       1,199,452  
 
                 
Total contributions
    26,730,561       24,007,495       22,914,194  
 
                 
Total additions
    34,229,259       37,536,941       44,434,867  
 
                 
 
Deductions from Net Assets Attributable to:
                       
Distributions to participants
    (29,462,643 )     (17,170,276 )     (26,053,222 )
Administrative expenses
    (33,116 )     (35,494 )     (27,792 )
 
                 
Total deductions
    (29,495,759 )     (17,205,770 )     (26,081,014 )
 
                 
 
Net increase
    4,733,500       20,331,171       18,353,853  
Net assets available for benefits:
                       
Beginning of year
    324,493,603       304,162,432       285,808,579  
 
                 
End of year
  $ 329,227,103     $ 324,493,603     $ 304,162,432  
 
                 
See accompanying notes to financial statements

4


 

COMMERCE BANCSHARES PARTICIPATING INVESTMENT PLAN
Notes to Financial Statements
December 31, 2007, 2006, and 2005
(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 4,264 and 4,117 participants with balances in the Plan at December 31, 2007 and 2006, 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, $15,000 and $14,000 in 2007, 2006 and 2005, respectively). Additionally, participants who attained the age of 50 during 2007, 2006 or 2005 could contribute an additional $5,000, $5,000, or $4,000 of catch-up contributions, respectively. The catch-up contributions are not subject to the employer matching contribution. All participant contributions are made on a pretax basis.
 
    Effective January 1, 2005 the Company’s matching contribution was changed to a graded matching percentage from 50% — 100% determined by age plus years of employment on the first 7% of eligible compensation. Additionally, the Plan was amended to allow the Company to make a discretionary contribution. For the years ended December 31, 2007, 2006, and 2005, 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 Asset Allocation Fund, Commerce Bond Fund, Commerce Growth Fund, Commerce International Equity Fund, Commerce MidCap Fund, Commerce Value Fund, Vanguard Total Stock Market Index Fund, Commerce Short Term Government Bond Fund, AIM Funds Group Small Cap Growth “A” Fund, American Century Equity Income Advisor Class Fund, Vanguard Small Cap Value Index Fund, Fidelity Equity Income II Fund, Fidelity Diversified International Fund, Fidelity Mid Cap Stock Fund, Fidelity Freedom Income Fund, Fidelity Freedom 2010 Fund, Fidelity Freedom 2020 Fund, Fidelity Freedom 2030 Fund, Fidelity Freedom 2040 Fund, Fidelity Retirement Money Market Fund, and Spartan US Equity Index Fund. During 2006 the Fidelity Freedom 2005 Fund, Fidelity Freedom 2015 Fund, Fidelity Freedom 2025 Fund, Fidelity Freedom 2035 Fund, Fidelity Freedom 2045 Fund, and Fidelity Freedom 2050 Fund were added to the Plan’s investment options.

5


 

    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 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 %

6


 

    The following schedule is applicable to participant’s after-tax employer matching contributions 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 $184,217 in 2007, $281,766 in 2006 and $106,200 in 2005. The balance of unallocated forfeitures available to offset future Company contributions amounted to $11,902 and $10,039 at December 31, 2007 and 2006, 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, 2007, 2006 and 2005 and presently intends to continue to do so, although the Company can, at its discretion, discontinue this practice.

7


 

    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 Investments. 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.

8


 

(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, 2007 and 2006, the cash reserve totaled approximately $3.8 million and $4.5 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, 2007 and 2006 and is held as units of the Company Stock Fund. At December 31, 2007 and 2006, 926 and 983 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, 2007, 2006 and 2005, is as follows:
                         
    2007     2006     2005  
Beginning balance:
  $ 30,013,616     $ 32,769,035     $ 34,238,150  
Unrealized appreciation (depreciation) (including reinvested dividends and interest)
    (655,411 )     (1,536,167 )     754,694  
Benefits paid to participants
    (1,546,847 )     (1,076,924 )     (1,868,561 )
Transfers to participant- directed investments
          (142,328 )     (355,248 )
 
                 
Ending balance
  $ 27,811,358     $ 30,013,616     $ 32,769,035  
 
                 
    During the year, 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 10 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 2007, 2006 and 2005 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:
                         
    2007   2006   2005
Dividends paid on shares of Company stock
  $ 3,069,000     $ 3,054,000     $ 2,925,000  
Portion of dividend distributed to participants
    1,987,000       2,004,000       1,998,000  

9


 

(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, 2007 or 2006:
                 
    2007   2006
Commerce Bancshares, Inc. Common Stock Fund:
               
Commerce Bancshares, Inc. Common Stock
  $ 141,711,983     $ 157,562,381  
Fidelity Retirement Money Market Fund
    3,815,455       4,515,875  
Fidelity Retirement Money Market Fund
    27,485,035       27,907,348  
Spartan US Equity Index Fund
    21,052,066       20,059,737  
Commerce Growth Fund
    21,480,176       20,805,698  
    During 2007, 2006 and 2005 the Plan’s investments appreciated (depreciated) in value as follows:
                         
    2007     2006     2005  
Commerce Bancshares, Inc. Common Stock Fund
  $ (3,787,639 )   $ (3,782,228 )   $ 13,531,897  
Mutual Funds
    801,681       9,910,773       2,862,903  
 
                 
 
  $ (2,985,958 )   $ 6,128,545     $ 16,394,800  
 
                 
(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.
(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 Investments, the custodian and record keeper of the Plan. These are exempt party-in-interest transactions under ERISA.

10


 

    Transactions with the Company and its affiliates during the years ended December 31, 2007, 2006, and 2005 were as follows:
                                         
    Purchases   Sales
                                    Realized
    Units   Cost   Units   Proceeds   Gains (Losses)
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  
 
                                       
2005:
                                       
Company Stock Fund
    854,335     $ 17,256,639       1,169,790     $ 23,258,225     $ 7,064,064  
Commerce Mutual Funds
    638,958       13,345,575       845,816       17,364,629       (735,870 )
(8)   Excess Contributions Payable
    Contributions received from participants for 2007 are net of payments of $63,762 made in April 2008 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, 2007 and 2006, $63,762 and $0, respectively, have been included in the Plan’s statements of net assets available for benefits as excess contributions payable.
(9)   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.
(10)   Plan Amendment
    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.
    During 2006, the Plan was amended as follows:
    Dividends paid on Commerce Bancshares, Inc. common stock will be automatically reinvested into each participant’s stock account, unless the participant makes an affirmative election to receive payment of the dividends directly. The Plan was also amended to provide that a terminated participant’s non-vested account balance will be forfeited upon the earlier of the date the participant receives distribution of his vested balance, or the occurrence of a 5-year break in service.
 
    Employees that are acquired through an acquisition will be eligible to participate in the Plan on the entry date that coincides with the effective date of the acquisition regardless of whether they meet the requirements for participation. Years of eligibility service will include all years of

11


 

      service with the acquired company. Acquired employees will be 100% vested in all accounts under the Plan effective as of the effective date of the acquisition.
    A terminated participant’s non-vested account balance will be forfeited upon the earlier of the date the participant receives distribution of his vested balance, or the occurrence of a 5-year break in service.
(11)   Subsequent Event
 
    Subsequent to December 31, 2007, the Plan was amended to add six new investment options, while eliminating five investment options. The new investment options are: American Beacon Large Cap Value, Fidelity Value, Vanguard Morgan Growth, American Century Vista, Dodge & Cox International, and Third Avenue Real Estate Value. The options eliminated are: American Century Equity Income Advisor Class, Fidelity Equity Income II, Fidelity Midcap Stock, Commerce Mid Cap, and Commerce International Equity. The amendment to the Plan was effective February 29, 2008. Participants with investments in the eliminated investments were given the option to redirect funds invested in the eliminated investments to other funds or have those funds automatically invested in the new investment equivalent to the eliminated investment.

12


 

Schedule 1
COMMERCE BANCSHARES PARTICIPATING INVESTMENT PLAN
Schedule H, line 4i — Schedule of Assets (Held at End of Year)
EIN #: 43-0889454
Plan #: 002
December 31, 2007
                         
    Number              
Identity of issue   of shares     Cost     Fair Value  
Commerce Bancshares, Inc. Common Stock Fund:*
                       
Commerce Bancshares, Inc. Common Stock*
    3,154,240     $ 88,187,051     $ 141,711,983  
Fidelity Retirement Money Market Fund
    3,815,455       3,815,455       3,815,455  
 
                   
Total Common Stock Fund
    7,105,832       92,002,506       145,527,438  
 
                     
 
                       
Mutual Funds
                       
Commerce Asset Allocation Fund*
    395,127       **       7,459,991  
Commerce Bond Fund*
    703,941       **       13,079,229  
Commerce Growth Fund*
    778,832       **       21,480,176  
Commerce International Equity Fund*
    171,695       **       4,723,340  
Commerce MidCap Fund*
    166,845       **       5,600,979  
Commerce Short Term Government Bond Fund*
    108,489       **       1,931,108  
Commerce Value Fund*
    185,790       **       4,581,583  
AIM Funds Group Small Cap Growth “A” Fund
    125,040       **       3,626,153  
American Century Equity Income Advisor Class Fund
    1,151,060       **       8,978,267  
Fidelity Diversified International Fund*
    346,301       **       13,817,406  
Fidelity Equity Income II Fund*
    147,876       **       3,398,184  
Fidelity Freedom 2005 Fund*
    22,996       **       271,128  
Fidelity Freedom 2010 Fund*
    295,646       **       4,381,474  
Fidelity Freedom 2015 Fund*
    96,050       **       1,197,739  
Fidelity Freedom 2020 Fund*
    155,993       **       2,466,255  
Fidelity Freedom 2025 Fund*
    82,536       **       1,087,831  
Fidelity Freedom 2030 Fund*
    83,847       **       1,385,160  
Fidelity Freedom 2035 Fund*
    12,093       **       165,439  
Fidelity Freedom 2040 Fund*
    139,930       **       1,361,521  
Fidelity Freedom 2045 Fund*
    9,102       **       103,304  
Fidelity Freedom 2050 Fund*
    8,223       **       93,989  
Fidelity Freedom Income Fund*
    108,146       **       1,238,275  
Fidelity Mid Cap Stock Fund*
    259,737       **       7,594,712  
Fidelity Retirement Money Market Fund*
    27,485,035       **       27,485,035  
Spartan US Equity Index Fund
    405,627       **       21,052,066  
Vanguard Small Cap Value Index Fund
    298,884       **       4,629,709  
Vanguard Total Stock Market Index Fund
    397,109       **       13,553,338  
 
                     
Total Mutual Funds
                    176,743,391  
 
                     
 
Loans to Participants—Interest rates on these loans range from 5.00% to 10.50%
                    7,019,843  
 
                     
Total assets held for investment purposes
                  $ 329,290,672  
 
                     
 
*   Related party
 
**   In accordance with instructions to the Form 5500, the Plan is no longer required to disclose the cost component of participant-directed investments.

13


 

Schedule 2
COMMERCE BANCSHARES PARTICIPATING INVESTMENT PLAN
Schedule H, line 4j — Schedule of Reportable Transactions
EIN #: 43-0889454
Plan #: 002
Year ended December 31, 2007
                                                         
                                            Current    
                            Expense           value of    
                            incurred   Cost   asset on    
    Purchase   Selling   Lease   with   of   transaction   Gain
    price   price   rental   transaction   asset   date   (loss)
Commerce Bancshares, Inc.
                                                       
Common Stock Fund*
  $ 13,854,370                         13,854,370       13,854,370        
Commerce Bancshares, Inc.
                                                       
Common Stock Fund*
  $       26,617,548                   18,659,541       26,617,548       7,958,007  
 
*   Related party

14


 

EXHIBIT INDEX
     
23.1
  Consent of Independent Registered Public Accounting Firm