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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2006 . Commission File Number 000-27894
 COMMERCIAL BANCSHARES, INC.
  
 OHIO
(State or other jurisdiction of 
incorporation or organization)
    
    34-1787239
(I.R.S. Employer
Identification No.)
 118 S. Sandusky Avenue, Upper Sandusky, Ohio 43351
 (419) 294-5781
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
 Securities registered pursuant to Section 12(g) of the Act:
 Title of Each Class
 o þ
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 þ o
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  Large accelerated filer o
    
    Accelerated filer o
    
    Non-Accelerated filer þ
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DOCUMENTS INCORPORATED BY REFERENCE


Portions of the registrants 2006 Annual Report to Shareholders are incorporated by reference into
Parts I and II of this Form 10-K. Portions of the registrants Proxy Statement dated March 21, 2007
for the April 11, 2007 Annual Meeting of Shareholders are incorporated by reference into Part III
of the Form 10-K.




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INDEX
FORM 10-K
 PagePART IItem 1.
    
    Description of Business
    
    
    4Item 1A.
    
    Risk Factors
    
    
    7Item 1B.
    
    Unresolved Staff Comments
    
    
    10Item 2.
    
    Properties
    
    
    11Item 3.
    
    Legal Proceedings
    
    
    11Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    12PART IIItem 5.
    
    Market for Common Equity, Related Shareholder Matters and Issuer
Purchases of Equity Securities
    
    
    12Item 6.
    
    Selected Financial Data
    
    
    12Item 7.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operation
    
    
    12Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    13Item 8.
    
    Financial Statements and Supplementary Data
    
    
    13Item 9.
    
    Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
    
    
    13Item 9A.
    
    Controls and Procedures
    
    
    13Item 9B.
    
    Other Information
    
    
    13PART IIIItem 10.
    
    Directors and Executive Officers of the Registrant
    
    
    13Item 11.
    
    Executive Compensation
    
    
    14Item 12.
    
    Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    
    14Item 13.
    
    Certain Relationships and Related Transactions
    
    
    14Item 14.
    
    Principal Accountant Fees and Services
    
    
    14PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    15Signatures
    
    
    17Index to Exhibits
    
    
    18EX-13EX-21EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2
  3.




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PART I
 
 ITEM 1  DESCRIPTION OF BUSINESS
 General
    4.




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Competition in Financial Services
  Employees
  Supervision and Regulation
     5.




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The Bank is subject to limitations with respect to transactions with affiliates.
        Statistical Disclosures
  Pages ofAnnualReportReturn on Equity and Assets
    
    
    2Volume / Rate Analysis
    
    
    6Distribution of Assets, Liabilities and Shareholders, Equity
    
    
    7Loan Portfolio
    
    
    10-11, 13Summary of Loan Loss Experience
    
    
    11-13Investment Portfolio
    
    
    13-14Deposits
    
    
    14-15
  6.




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ITEM 1A  RISK FACTORS
  The Company is Subject to Interest Rate Risk
   The Company is Subject to Lending Risk
   7.




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The Companys Allowance For Loan and Lease Losses May Be Insufficient
  The Companys Profitability Depends Significantly on Economic Conditions in North Central Ohio
  The Company Operates In A Highly Competitive Industry and Market Area
  8.




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
    
    The ability to develop, maintain and build upon long-term customer relationships based on
top quality service, high ethical standards and safe, sound assets.
    
    The ability to expand the Companys market position.
    
    The scope, relevance and pricing of products and services offered to meet customer needs and
demands.
    
    The rate at which the Company introduces new products and services relative to its competitors.
    
    Customer satisfaction with the Companys level of service.
    
    Industry and general economic trends.
  The Company Is Subject To Extensive Government Regulation and Supervision
  The Companys Controls and Procedures May Fail or Be Circumvented
  The Company Relies on Dividends From Its Subsidiaries For Most Of Its Revenue
  9.




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The Company May Not Be Able To Attract and Retain Skilled People
  The Companys Information Systems May Experience An Interruption Or Breach In Security
  The Company Continually Encounters Technological Change
  The Companys Articles Of Incorporation and Code of Regulations, As Well As Certain Banking Laws,
May Have An Anti-Takeover Effect
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS.
  10.




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ITEM 2  PROPERTIES
  Location
    
    Description1.
    
    Main Office
118 S. Sandusky Ave.
Upper Sandusky, Ohio 43351
    
    Two story building built in the early 1900s
and remodeled in 1991.2.
    
    Carey Office
128 S. Vance Street
Carey, OH 43316
    
    One story building built and opened in 1973.3.
    
    Harpster Office
17480 Cherokee Street
Harpster, OH 43323
    
    One story building purchased in 1978.4.
    
    North Drive-In Office
400 N. Sandusky Avenue
Upper Sandusky, OH 43351
    
    One story drive in office opened in 1981.5.
    
    Marion Barks Road Office
170 Barks Road East
Marion, OH 43302
    
    One story building purchased, renovated,
and opened in 1988.6.
    
    Findlay Tiffin Avenue Office
1600 Tiffin Avenue
Findlay, OH 45840
    
    One story building purchased in 1992. The
building was renovated in 1999 to add
more office space.7.
    
    Marion Jamesway Office
279 Jamesway
Marion, OH 43302
    
    One story building constructed and opened
in 19968.
    
    Findlay Lincoln Street Office
201 Lincoln Street
Findlay, OH 45840
    
    One story building purchased in 1999 and
opened in 2000.9.
    
    Westerville Office
17 N. State Street
Westerville, OH 43081
    
    One story building purchased in 2000 and
opened in 2001.10.
    
    Advantage Finance Main Street
141 S. Main Street
Marion, OH 43301
    
    Two story building purchased and opened
in 2000.
  
 ITEM 3  LEGAL PROCEEDINGS
  11.




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ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 PART II
 
 ITEM 5  MARKET FOR COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
  Issuer Purchases of Equity Securities
  Maximum Number (orTotal Number of
    
    Approximate DollarShares Purchased as
    
    Value) of SharesPart of Publicly
    
    that May Yet beTotal Number of
    
    Average Price
    
    Announced Plans or
    
    Purchased Under thePeriod
    
    Shares Purchased
    

Paid per Share
    
    Programs
    
    Plans or ProgramsOctober 1, 2006  October 31, 2006
    
    
    580
    
    
    $
    27.25
    
    
    
    -0-
    
    
    
    44,088November 1, 2006  November 30, 2006
    
    
    2,900
    
    
    $
    27.25
    
    
    
    -0-
    
    
    
    41,188December 1, 2006  December 31, 2006
    
    
    2,320
    
    
    $
    27.25
    
    
    
    -0-
    
    
    
    38,868Total
    
    
    5,800
    
    
    $
    27.25
    
    
    
    -0-
    
    
    
    38,868
  
 ITEM 6  SELECTED FINANCIAL DATA
  
 ITEM 7  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
  12.




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ITEM 7A  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 8  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A  CONTROLS AND PROCEDURES
   
 ITEM 9B  OTHER INFORMATION
  
 PART III
 
 ITEM 10  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
   13.




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ITEM 11  EXECUTIVE COMPENSATION
  
 ITEM 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
   Number ofsecuritiesremaining availableNumber of
    
    
    
    
    
    for future issuancesecurities to be
    
    
    
    
    
    under equityissued upon
    
    Weighted-average
    
    compensation plansexercise of
    
    exercise price of
    
    (excludingoutstanding
    
    outstanding
    
    securitiesoptions, warrants
    
    options, warrants
    
    reflected inPlan category
    
    and rights
    
    and rights
    
    column[a])(a)
    
    (b)
    
    (c)Equity Compensation
plans approved by
security holders
    
    
    31,819
    
    
    $
    26.04
    
    
    
    93,037
 
 ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES
  14.




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PART IV
 
 ITEM 15  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)
    
    The following Consolidated Financial Statements and related Notes to Consolidated Financial
Statements, together with the report of the Independent Registered Public Accounting Firm
dated March 9, 2007 appear on pages 19 through 39 of the Commercial Bancshares, Inc. 2006
Annual Report and are incorporated herein by reference.
 1.
    
    
    Financial StatementsConsolidated Balance SheetsDecember 31, 2006 and 2005Consolidated Statements of Income for the Years EndedDecember 31, 2006, 2005 and 2004Consolidated Statements of Shareholders Equity for the Years EndedDecember 31, 2006, 2005 and 2004Consolidated Statements of Cash Flows for the Years EndedDecember 31, 2006, 2005 and 2004Notes to Consolidated Financial Statements for the Years EndedDecember 31, 2006, 2005 and 2004Report of Independent Registered Public Accounting FirmFinancial statement schedules are omitted as they are not required or are not applicable
or because the required information is included in the consolidated financial statements
or notes thereto.
 (b)
    
    EXHIBITS
 Exhibit Number
    
    Description of Document3.1.a
    
    Amended Articles of Incorporation of the Corporation
(incorporated by reference to Registrants Form 8-K dated April 27, 1995)3.1.b
    
    Amendment to the Corporations Amended Articles of Incorporation to increase the
number of shares authorized for issuance to 4,000,000 common shares, no par value
(incorporated by reference to Appendix I to Registrants Definitive Proxy Statement
filed March 13, 1997)3.2
    
    Code of Regulations of the Corporation
(incorporated by reference to Registrants Form 8-K dated April 27, 1995)4
    
    Form of Certificate of Common Shares of the Corporation
(incorporated by reference to Registrants Form 8-K dated April 27, 1995)10.1
    
    Commercial Bancshares, Inc. 1997 Stock Option Plan
(incorporated by reference to Appendix II to our Proxy Statement, as filed
with the SEC on Schedule 14A on March 13, 1997)10.2
    
    Commercial Bancshares, Inc. Deferred Compensation Plan
 15.




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Exhibit Number
    
    Description of Document(incorporated by reference to Exhibit 4.1 to our Registration Statement
Form S-8, as filed with the SEC on March 17, 1999)10.5
    
    Executive Employment Contract with Scott A. Oboy, dated June 8, 2005
(incorporated by reference to Exhibit 10.5 to Registrants Form 10-K filed
March 31, 2006)13
    
    Annual Report to Shareholders for the Year Ended 200621
    
    Subsidiaries of the Registrant23.1
    
    Consent of Plante & Moran, PLLC31.1
    
    Certification by CEO Pursuant to Sarbanes Oxley Section 30231.2
    
    Certification by CFO Pursuant to Sarbanes Oxley Section 30232.1
    
    Certification by CEO Pursuant to Sarbanes Oxley Section 90632.2
    
    Certification by CFO Pursuant to Sarbanes Oxley Section 906
  16.




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SIGNATURES
  03/28/2007
    
    COMMERCIAL BANCSHARES, INC.Date
 By:
    /s/ PHILIP W. KINLEYPhilip W. Kinley, President and CEO 
 Signatures
    
    Signatures/s/ PHILIP W. KINLEY
    
    /s/ EDWIN G. EMERSONPhilip W. Kinley
    
    Edwin G. EmersonPresident and Principal Executive Officer
    
    Director/s/ SCOTT A. OBOY
    
    /s/ DEBORAH J. GRAFMILLERScott A. Oboy
    
    Deborah J. GrafmillerExecutive Vice President and Chief Financial Officer
    
    Director/s/ RICHARD SHEAFFER
    
    /s/ KURT D. KIMMELRichard Sheaffer
    
    Kurt D. KimmelDirector, Chairman of the Board
    
    Director/s/ DANIEL E. BERG
    
    /s/ STANLEY K. KINNETTDaniel E. Berg
    
    Stanley K. KinnettDirector
    
    Director/s/ J. WILLIAM BREMYER
    
    /s/ MICHAEL A. MASTROJ. William Bremyer
    
    Michael A. MastroDirector
    
    Director/s/ LYNN R. CHILD
    
    /s/ MICHAEL A. SHOPELynn R. Child
    
    Michael A. ShopeDirector
    
    Director/s/ MARK DILLON
    
    /s/ DOUGLAS C. SMITHMark Dillon
    
    Douglas C. SmithDirector
    
    Director
 17.




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INDEX TO EXHIBITS
 Exhibit Number
    
    Description of Document3.1.a
    
    Amended Articles of Incorporation of the Corporation
(incorporated by reference to Registrants Form 8-K dated April 27, 1995)3.1.b
    
    Amendment to the Corporations Amended Articles of Incorporation to increase the
number of shares authorized for issuance to 4,000,000 common shares, no par value
(incorporated by reference to Appendix I to Registrants Definitive Proxy Statement
filed March 13, 1997)3.2
    
    Code of Regulations of the Corporation
(incorporated by reference to Registrants Form 8-K dated April 27, 1995)4
    
    Form of Certificate of Common Shares of the Corporation
(incorporated by reference to Registrants Form 8-K dated April 27, 1995)10.1
    
    Commercial Bancshares, Inc. 1997 Stock Option Plan
(incorporated by reference to Appendix II to our Proxy Statement, as
filed with the SEC on Schedule 14A on March 13, 1997)10.2
    
    Commercial Bancshares, Inc. Deferred Compensation Plan
(incorporated by reference to Exhibit 4.1 to our Registration Statement
on Form S-8, as filed with the SEC on March 17, 1999)10.3
    
    Commercial Bancshares Inc. Supplemental Executive Retirement Plan
(incorporated by reference to Exhibit 10.3 to Registrants Form 10-K filed March 31, 2005)10.5
    
    Executive Employment Contract with Scott A. Oboy, dated June 8, 2005
(incorporated by reference to Exhibit 10.5 to Registrants Form 10-K filed March 31, 2005)13
    
    Annual Report to Shareholders for the Year Ended 200621
    
    Subsidiaries of the Registrant23.1
    
    Consent of Plante & Moran, PLLC31.1
    
    Certification by CEO Pursuant to Sarbanes Oxley Section 30231.2
    
    Certification by CFO Pursuant to Sarbanes Oxley Section 30232.1
    
    Certification by CEO Pursuant to Sarbanes Oxley Section 90632.2
    
    Certification by CFO Pursuant to Sarbanes Oxley Section 906
 18.