What changed in this filing

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Item 1. Business

2022-02-23 compared with 2021-02-24 · 24 added, 39 removed, 166 unchanged (28% of the section changed)

9 unchanged sentences

At December 31, 2021, the Company had consolidated assets of $36.7 billion, loans of $15.2 billion, deposits of $29.8 billion, and equity of $3.4 billion.

The Company’s operations are consolidated for purposes of preparing the Company’s consolidated financial statements.

The Company's principal markets, which are served by 152 branch facilities, are located throughout Missouri, Kansas, and central Illinois, as well as Tulsa and Oklahoma City, Oklahoma and Denver, Colorado.

23 unchanged sentences

Physical well-being is supported by the Company’s health, dental, vision, life and various other insurances, and a wellness program that incentivizes team members to live a healthy and balanced lifestyle.

Career development is also a key component of the Company’s Total Rewards, and the Company has a variety of programs to support team

members as they continue to grow within their current role or develop for their next role.

Job shadowing, leadership development programs, Aspiring Managers program, Managing at Commerce, competency assessments and education assistance are just a few of the ways the Company helps team members excel.

During 2020, the Coronavirus Disease 2019 (COVID-19) pandemic created new challenges for the Company and for its team members.

The Company focused efforts on providing team members support and resources to navigate the unprecedented environment.

Initiatives included daily communications providing relevant updates and information, resources for leaders to help keep their teams engaged and connected, new resources for working parents, and access to emotional support resources.

The Company also provided premium pay to team members who were required to work onsite and 5 additional paid days off to team members experiencing COVID-19 related issues.

The Company believes diversity, equity, and inclusion builds stronger companies with better results.

In 2020, the Company formalized and extended its commitment to focusing on diversity, equity, and inclusion (DEI) by elevating initiatives in this area as strategic priorities, also known as “blue chips".

The Company’s commitment to diversity, equity, and inclusion focuses on four core pillars – people, customers, vendors, and community – while building on the foundation it has already established.

The Company has launched a variety of Employee Resource Groups (ERGs) to support its diverse workforce.

Career development is also a key component of the Company’s Total Rewards, and the Company has a variety of programs to support team members as they continue to grow within their current role or develop for their next role.

Job shadowing, leadership

development programs, Aspiring Managers program, Managing at Commerce, competency assessments and education assistance are just a few of the ways the Company helps team members excel.

During 2021 the ongoing impacts of the pandemic continued to create challenges for our team members.

The Company continued focused efforts on providing team members support and resources to navigate the ever-changing environment.

Initiatives included routine communications providing relevant updates and information, resources for leaders to help keep their teams engaged and connected, new resources for working parents, and access to emotional support resources.

The Company implemented a phased-in approach to returning to on-site work and created more flexible work categories for team members to provide for ongoing flexibility.

The Company believes diversity, equity, and inclusion (DEI) builds stronger companies with better results.

In 2021, the Company’s efforts continued around a key initiative focusing on DEI through the lens of our workforce, our suppliers, our community and our customers.

Internal teams continue to iterate to build plans for growth in all four areas.

The Company continues to build a sense of belonging by engaging team members in a variety of Employee Resource Groups (ERGs) to support its diverse workforce.

RISE (empowering women), EMERGE (connecting young professionals), VIBE (valuing multicultural perspectives), and PRIDE (engaging the LGBTQIA+ community) are important forums that provide team members opportunities to connect, learn, and encourage diverse perspectives.

All programs were moved to a virtual environment to enable team members to continue to network and learn even in the environment brought on by the pandemic.

Other internal DEI efforts have included unconscious bias training, book clubs, listen, talk, and learn sessions, courageous conversation training, mentoring programs, and review of talent at all levels of the organization.

3 unchanged sentences

The Company’s goal is to create a sense of belonging which it believes is connected to high levels of engagement, enablement, retention, and results.

The Company’s intentional strategy has allowed it to maintain levels of engagement that have been recognized by its annual survey partner, Korn Ferry, for being “best-in-class” .

The Company’s intentional strategy has allowed it to maintain levels of engagement that have been recognized by its annual survey partner, Korn Ferry, for being “best-in-class" and to be recognized by Forbes as one of the best mid-sized employers.

The Company operates in the highly competitive environment of financial services.

14 unchanged sentences

Government Policies

The Company's operations are affected by federal and state legislative changes, by the United States government, and by policies of various regulatory authorities, including those of the numerous states in which they operate.

These include, for example, the statutory minimum legal lending rates, domestic monetary policies of the Board of Governors of the Federal

Reserve System, United States fiscal policy, international currency regulations and monetary policies, the U.S.

The Company's operations are affected by federal and state legislative changes, by the U.S.

government, and by policies of various regulatory authorities, including those of the numerous states in which they operate.

These include, for example, the

statutory minimum legal lending rates, domestic monetary policies of the Board of Governors of the Federal Reserve System, U.S.

fiscal policy, international currency regulations and monetary policies, the U.S.

Patriot Act, and capital adequacy and liquidity constraints imposed by federal and state bank regulatory agencies.

60 unchanged sentences

The Dodd-Frank Act provided the FDIC flexibility in the implementation of the increase in the designated reserve ratio and also required that the FDIC redefine the assessment base to average consolidated assets minus average tangible equity.

On June 30, 2016, the DIF rose above 1.15%, resulting in a reduction of the initial assessment rate for all banks and implementing a 4.5 basis point surcharge on insured depository institutions with total consolidated assets of $10 billion or more.

Effective October 1, 2018, this surcharge was eliminated as the DIF reached its required level of 1.35% of estimated insured deposits.

This had the effect of reducing the Company’s insurance costs by $1.5 million in the fourth quarter of 2018.

The Company's deposit insurance expense was $7.8 million and $6.7 million in 2020 and 2019, respectively.

The increase in the

Company's 2020 deposit insurance expense was partly due to a higher assessment rate but was primarily driven by growth in the Company's assessment base.

For the year ended December 31, 2021, the Company's deposit insurance expense was $9.1 million.

Payment of Dividends

1 unchanged sentence

The principal source of the Parent's cash revenues is cash dividends paid by the Bank.

The amount of dividends paid by the Bank in any calendar year is limited to the net profit of the current year combined with the retained net profits of the preceding two years, and permission must be obtained from the Federal Reserve Board for dividends exceeding these amounts.

The amount of dividends paid by the Bank in any calendar year is limited to the net profit of the current year combined

with the retained net profits of the preceding two years, and permission must be obtained from the Federal Reserve Board for dividends exceeding these amounts.

The payment of dividends by the Bank may also be affected by factors such as the maintenance of adequate capital.

26 unchanged sentences

Guidelines adopted by federal banking agencies prohibit excessive compensation as an unsafe and unsound practice, and describe compensation as "excessive" when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director or principal shareholder.

The Federal Reserve Board has issued comprehensive

guidance on incentive compensation intended to ensure that the incentive compensation policies do not undermine safety and soundness by encouraging excessive risk taking.

The Federal Reserve Board has issued comprehensive guidance on incentive compensation intended to ensure that the incentive compensation policies do not undermine safety and soundness by encouraging excessive risk taking.

This guidance covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, based on key principles that (i) incentives do not encourage risk-taking beyond the organization's ability to identify and manage risk, (ii) compensation arrangements are compatible with effective internal controls and risk management, and (iii) compensation arrangements are supported by strong corporate governance, including active and effective board oversight.

Deficiencies in compensation practices may affect supervisory ratings and enforcement actions may be taken if incentive compensation arrangements pose a risk to safety and soundness.

Deficiencies in compensation practices may affect

supervisory ratings and enforcement actions may be taken if incentive compensation arrangements pose a risk to safety and soundness.

Transactions with Affiliates

13 unchanged sentences

These filings include the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports.

Statistical Disclosure

The information required by Securities Act Guide 3 — “Statistical Disclosure by Bank Holding Companies” is located on the pages noted below.

Distribution of Assets, Liabilities and Stockholders’ Equity;

Interest Rates and Interest Differential 24 , 58 -61

Investment Portfolio 42 -44, 89 -93

Loan Portfolio

Types of Loans 30

Maturities and Sensitivities of Loans to Changes in Interest Rates 30-31

Risk Elements 37 -42

Summary of Credit Loss Experience 33 -37

Deposits 58 , 98

Return on Equity and Assets 19

Short-Term Borrowings 99

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business