UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________________ to ____________________ Commission file number 0-4887 UMB FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Missouri 43-0903811 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 1010 Grand Avenue, Kansas City, Missouri 64106 (Address of principal executive offices and Zip Code) (816) 860-7000 (Registrant's telephone number, including area code) 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 At September 30, 1996, UMB Financial Corporation had 18,788,532 shares of common stock outstanding. This is the only class of stock of the Company. UMB FINANCIAL CORPORATION FORM 10-Q INDEX PART I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets as of September 30, 1996 and 1995 and December 31, 1995 3 Consolidated Statements of Income for the Three and Nine Months Ended September 30, 1996 and 1995 4 Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 1996 and 1995 5 Consolidated Statements of Shareholders' Equity for the Nine Months Ended September 30, 1996 and 1995 6 Notes to Consolidated Financial Statements 7-8 Supplemental Financial Data Average Balances/ Yields and Rates 9 Analysis of Changes in Net Interest Income and Margin 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11-13 PART II. Other Information Item 6. Exhibits and Reports on Form 8-K 14 Signatures 15 UMB FINANCIAL CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands) September 30, December 31, ASSETS 1996 1995 1995 Loans: Commercial, financial and agricultural $1,180,020 $1,206,476 $1,198,808 Consumer (net of unearned interest) 892,575 767,708 784,091 Real estate 416,730 441,326 467,570 Leases 2,368 1,383 2,057 Allowance for loan losses (34,436) (31,823) (32,685) __________ __________ __________ Net Loans $2,457,257 $2,385,070 $2,419,841 Securities available for sale: U.S. Treasury and agencies $2,131,717 $1,857,603 $2,330,164 Equity securities and other 6,880 6,267 6,410 __________ __________ __________ Total securities available for sale $2,138,597 $1,863,870 $2,336,574 Securities held to maturity: State and political subdivisions $325,628 $301,203 $311,757 U.S. Agencies 86,189 - __________ __________ __________ Total securities held to maturity (market value of $324,862, $388,280 & $313,173, respectively) $325,628 $387,392 $311,757 Federal funds and resell agreements 109,932 82,245 89,165 Trading securities and other earning assets 79,004 73,185 86,011 __________ __________ __________ Total earning assets $5,110,418 $4,791,762 $5,243,348 Cash and due from banks 638,411 499,466 696,407 Bank premises and equipment, net 151,242 138,667 147,576 Accrued income 74,698 74,786 79,149 Premium on and intangibles of purchased banks 69,303 72,767 74,739 Other Assets 52,537 42,422 40,109 __________ __________ __________ Total assets $6,096,609 $5,619,870 $6,281,328 ========= ========= ========= LIABILITIES Deposits: Noninterest-bearing demand $1,414,390 $1,229,123 $1,634,960 Interest-bearing demand and savings 2,027,440 1,836,898 1,877,019 Time deposits under $100,000 932,360 944,561 977,666 Time deposits of $100,000 or more 225,693 241,650 324,038 __________ __________ __________ Total deposits $4,599,883 $4,252,232 $4,813,683 Federal funds and repurchase agreements 814,922 651,437 721,340 Short-term debt 1,995 1,923 501 Long-term debt 51,859 41,626 40,736 Accrued expenses and taxes 38,012 37,779 63,135 Other liabilities 22,481 23,942 19,493 __________ __________ __________ Total liabilities $5,529,152 $5,008,939 $5,658,888 __________ __________ __________ Common stock repurchase commitment $46,481 SHAREHOLDERS' EQUITY Common stock, $1.00 par value; authorized 33,000,000 shares; 22,547,521 issued $22,548 $20,678 $22,548 Capital surplus 522,720 442,557 522,892 Retained earnings 172,089 208,064 136,943 Net unrealized gain (loss) on securities available for sale (9,972) 233 3,612 Unearned ESOP shares (15,628) - Treasury stock, 3,399,722, 1,906,390 and 1,972,239 shares, at cost, respectively (124,300) (60,601) (63,555) Common stock repurchase commitment, 1,068,533 shares at December 31, 1995 (46,481) __________ __________ __________ Total shareholders' equity $567,457 $610,931 $575,959 __________ __________ __________ Total liabilities and shareholders' equity $6,096,609 $5,619,870 $6,281,328 <FN> ====== ====== ====== See Notes to Consolidated Financial Statements. UMB FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF INCOME (unaudited in thousands) Three Months Nine Months Ended September 30, Ended September 30, INTEREST INCOME 1996 1995 1996 1995 __________ __________ __________ __________ Loans $55,748 $55,932 $164,813 $161,276 Securities: Taxable interest 30,618 26,502 92,039 82,623 Tax-exempt interest 3,677 3,614 10,846 10,706 __________ __________ __________ __________ Total securities income 34,295 30,116 102,885 93,329 Federal funds and resell agreements 2,390 1,843 7,952 8,853 Trading securities and other 957 669 2,982 2,538 __________ __________ __________ __________ Total interest income 93,390 88,560 278,632 265,996 __________ __________ __________ __________ INTEREST EXPENSE Deposits 30,267 29,141 92,410 91,751 Federal funds and repurchase agreements 9,502 8,652 28,078 23,831 Short-term debt 12 17 31 38 Long-term debt 976 879 3,078 2,703 __________ __________ __________ __________ Total interest expense 40,757 38,689 123,597 118,323 __________ __________ __________ __________ Net interest income 52,633 49,871 155,035 147,673 Provision for loan losses 1,821 1,181 8,476 3,032 __________ __________ __________ __________ Net interest income after provision 50,812 48,690 146,559 144,641 __________ __________ __________ __________ NONINTEREST INCOME Trust income 10,565 8,741 31,361 26,119 Securities processing 2,280 2,530 7,086 8,120 Trading and investment banking 2,831 2,659 9,807 8,176 Service charges on deposits 8,321 7,729 24,894 24,041 Other service charges and fees 4,085 3,184 11,232 8,459 Bankcard fees 1,762 1,712 4,546 5,105 Net investment security gains - 73 469 1,356 Other 1,347 961 13,782 5,780 __________ __________ __________ __________ Total noninterest income 31,191 27,589 103,177 87,156 NONINTEREST EXPENSE Salaries and employee benefits 32,754 30,465 96,682 92,486 Occupancy, net 4,526 4,038 13,249 11,665 Equipment 5,834 5,811 16,936 16,259 Supplies and services 4,568 5,024 14,121 14,291 Bankcard processing 2,217 1,935 5,374 4,410 Marketing and business development 3,989 3,256 11,130 9,813 FDIC and regulatory fees 320 972 979 7,126 Other 7,083 6,309 21,209 20,250 __________ __________ __________ __________ Total noninterest expense 61,291 57,810 179,680 176,300 __________ __________ __________ __________ Income before income taxes 20,712 18,469 70,056 55,497 Income tax provision 6,678 6,189 23,483 18,267 __________ __________ __________ __________ NET INCOME $14,034 $12,280 $46,573 $37,230 ====== ====== ====== ====== PER SHARE DATA Net income $0.75 $0.59 $2.44 $1.79 Dividends $0.20 $0.18 $0.60 $0.54 Weighted average shares outstanding 18,786,519 20,666,827 19,074,720 20,775,421 <FN> See Notes to Consolidated Financial Statements. UMB FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited in thousands) Nine Months Ended September 30, 1996 1995 Operating Activities __________ __________ Net Income $46,573 $37,230 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Provision for loan losses 8,476 3,032 Depreciation and amortizaton 16,213 17,236 Deferred income taxes and investment tax credits (4,049) (3,828) Net (increase) decrease in trading securities 7,007 (42,203) Gains on sales of securities available for sale (470) (3,589) Losses on sales of securities available for sale 1 2,233 Amortization of securities premium, net of discount accretion 17,565 25,770 Earned ESOP shares 1,595 - Changes in: Accrued income 4,451 6,433 Accrued expenses and taxes (12,713) 3,560 Other, net (9,682) 12,932 __________ __________ Net cash provided by operating activities $74,967 $58,806 __________ __________ Investing Activities Proceeds from maturities of investment securities $73,217 $82,421 Proceeds from sales of investment securities - 152 Proceeds from sales of securities available for sale 2,095 393,113 Proceeds from maturities of securities available for sale 1,422,866 986,297 Purchases of investment securities (88,736) (86,995) Purchases of securities available for sale (1,264,250) (933,263) Net increase in loans (45,892) (151,012) Net (increase) decrease in federal funds and resell agreemen (20,767) 451,854 Purchases of bank premises and equipment (14,559) (20,399) Proceeds from sales of bank premises and equipment 231 549 __________ __________ Net cash provided by investing activities $64,205 $722,717 __________ __________ Financing Activities Net decrease in demand and savings deposits ($70,149) ($925,606) Net increase (decrease) in time deposits (143,651) 45,004 Net increase (decrease) in federal funds and repurchase agre 93,582 (149,566) Net increase in short term borrowings 1,494 1,051 Repayment of long term debt (6,158) (4,704) Cash dividends (11,427) (11,325) Proceeds from exercise of stock options 255 122 Purchases of treasury stock (61,114) (7,846) __________ __________ Net cash used in financing activities ($197,168)($1,052,870) __________ __________ Decrease in cash and due from banks ($57,996) ($271,347) __________ __________ Cash and due from banks at beginning of year 696,407 770,813 Cash and due from banks at end of period $638,411 $499,466 ====== ====== <FN> See Notes to Consolidated Financial Statements. UMB FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY (in thousands) Net Unrealized Purchase Common Capital Retained Holding Treasury Commitment/ Stock Surplus Earnings Gain (Loss) Stock Unearned ESOP __________ __________ __________ __________ __________ __________ Balance - December 31, 1994 $20,678 $442,606 $182,159 ($35,211) ($52,926) $ - Net income - - 37,230 - - - Cash Dividends - - (11,325) - - - Purchase of treasury stock - - - - (7,846) - Exercise of stock options - (49) - - 171 - Net unrealized gain on securities available for sale - - - 35,444 - - __________ __________ __________ __________ __________ __________ Balance - September 30, 1995 $20,678 $442,557 $208,064 $233 ($60,601) - ====== ====== ====== ====== ====== ====== Balance - December 31, 1995 $22,548 $522,892 $136,943 $3,612 ($63,555) ($46,481) Net income - - 46,573 - - - Cash dividends - - (11,427) - - - Shares purchased by ESOP - - - - - 16,530 Guaranteed ESOP obligation - - - - - (17,281) Earned ESOP shares - (58) - - - 1,653 Purchase of treasury stock - - - - (61,114) 29,951 Exercise of stock options - (114) - - 369 - Net unrealized loss on securities available for sale - - - (13,584) - - __________ __________ __________ __________ __________ __________ Balance - September 30, 1996 $22,548 $522,720 $172,089 ($9,972) ($124,300) ($15,628) ====== ====== ====== ====== ====== ====== <FN> See Notes to Consolidated Financial Statements. UMB FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NINE MONTHS ENDED SEPTEMBER 30,1996 1. Financial Statement Presentation: The consolidated financial statements include the accounts of the Company and its subsidiaries after elimination of all material intercompany transactions. In the opinion of management of the Company, all adjustments, which were of a normal recurring nature, necessary for a fair presentation of the financial position and results of operations have been made. The financial statements should be read in conjunction with the Management's Discussion and Analysis of Financial Condition and results of Operations and with reference to the 1995 Annual Report to Shareholders. 2. Earnings Per Share: Earnings per share are based on the weighted average number of shares of common stock outstanding during the interim periods. All share and per share data has been adjusted to reflect a 10% stock dividend paid on January 2, 1996. 3. Acquisitions: On December 13, 1995 the Company acquired First Sooner Bancshares, the one-bank holding company of The Oklahoma Bank (now UMB Oklahoma Bank), for $12.7 million. The acquisition of this $139 million bank was recorded as a purchase, with $3.3 million recorded as premium on purchased bank. This acquisition is not deemed to be material in relation to the consolidated results of the Company. 4. Allowance for Loan Losses: The following is a summary of the Allowance for Loan Losses for the nine months ended September 30, 1996 and 1995 (in thousands): Nine Months Ended September 30, 1996 1995 Balance January 1 $32,685 $32,527 Additions: Provision for loan losses 8,476 3,032 __________ __________ 41,161 35,559 __________ __________ Deductions: Charge-offs (8,469) (5,650) Less recoveries on loans previously charged-off 1,744 1,914 __________ __________ Net charge-offs (6,725) (3,736) __________ __________ Balance, September 30 $34,436 $31,823 ====== ====== UMB FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NINE MONTHS ENDED SEPTEMBER 30,1996 4. Allowance for Loan Losses: (Continued) At September 30, 1996 the amount of loans that are considered to be impaired under SFAS No. 114 was $11,925,000. All of these loans are currently on a nonaccrual basis. Included in the impaired loans is $11,010,000 of loans for which the related allowance for loan losses is $1,924,000. The remaining $915,000 of impaired loans do not have an allowance for loan loss as a result of write-downs and supporting collateral value. Theaverage recorded investment in impaired loans during the period ended September 30, 1996 was approximately $7,909,000. 5. Commitments and Contingencies: In the normal course of business, the Company and its subsidiaries are named defendants in various lawsuits and counterclaims. In the opinion of management after consultation with legal counsel, none of the suits will have a materially adverse effect on the financial position or results of operations of the Company. 6. Other Events: During the first quarter of 1996, the Company recorded a gain of $9.8 million on the sale of its merchant bankcard portfolio. Merchant bankcard processing income and related processing expenses previously were reported separately in the Company's consolidated statements of income. Merchant processing income has been reclassified against processing expense in order to allow a more meaningful comparison of current and prior period results. On April 17, the Board of Directors authorized the purchase of one million shares of the Company's common stock. The authorization allows for the purchase of approximately 5 percent of the Company's common stock during the next 12 months. UMB FINANCIAL CORPORATION AVERAGE BALANCES/YIELDS AND RATES (tax-equivalent basis) (in thousands) Nine Months Ended September 30, 1996 1995 Average Average Average Average Assets Balance Yield/Rate Balance Yield/Rate Loans, net of unearned interest $2,420,888 9.13 $2,333,152 9.29 Securities: Taxable 2,186,887 5.62 2,114,011 5.23 Tax-exempt 315,996 6.72 308,555 6.81 __________ __________ __________ __________ Total securities 2,502,883 5.76 2,422,566 5.43 Federal funds and resell agreements 201,674 5.27 209,095 5.66 Other earning assets 67,989 6.11 56,272 6.33 __________ __________ __________ __________ Total earning assets 5,193,434 7.32 5,021,085 7.24 Allowance for loan losses (34,058) (32,131) Other assets 982,422 970,332 __________ __________ Total assets $6,141,798 $5,959,286 ====== ====== Liabilities and Shareholders' Equity Interest-bearing deposits $3,296,161 3.74 $3,323,082 3.69 Federal funds and repurchase agreements 778,467 4.82 582,065 5.47 Borrowed funds 57,549 7.22 47,013 7.80 __________ __________ __________ __________ Total interest-bearing liabilities 4,132,177 4.00 3,952,160 4.00 Noninterest-bearing demand deposits 1,375,208 1,359,135 Other liabilities 62,756 58,391 Shareholders' equity 571,657 589,600 __________ __________ Total liabilities and shareholders' equity $6,141,798 $5,959,286 ====== ====== Net interest spread 3.32 % 3.24 % Net interest margin 4.14 4.09 UMB FINANCIAL CORPORATION ANALYSIS OF CHANGES IN NET INTEREST INCOME AND MARGIN (tax-equivalent basis) (in thousands) ANALYSIS OF CHANGES IN NET INTEREST INCOME Three Months Ended Nine Months Ended September 30, 1996 vs. 1995 September 30, 1996 vs. 1995 Volume Rate Total Volume Rate Total Change in interest earned on: Loans $2,450 ($2,710) ($260) $6,134 ($2,817) $3,317 Securities: Taxable 1,506 2,609 4,115 2,942 6,474 9,416 Tax-exempt 145 (187) (42) 385 (218) 167 Federal funds sold 409 139 548 (304) (597) (901) Other 269 15 284 540 (95) 445 __________ __________ __________ __________ __________ __________ Interest income $4,779 ($134) $4,645 $9,697 $2,747 $12,444 __________ __________ __________ __________ __________ __________ Change in interest paid on: Interest-bearing deposits $878 $248 $1,126 ($717) $1,376 $659 Federal funds purchased 2,381 (1,531) 850 7,353 (3,106) 4,247 Borrowed funds 169 (78) 91 583 (215) 368 __________ __________ __________ __________ __________ __________ Interest expense $3,428 ($1,361) $2,067 $7,219 (1,945) 5,274 __________ __________ __________ __________ __________ __________ Net interest income $1,351 $1,227 $2,578 $2,478 $4,692 $7,170 ====== ====== ====== ====== ====== ====== ANALYSIS OF NET INTEREST MARGIN Three Months Ended Nine Months Ended September 30, 1996 September 30, 1996 1996 1995 Change 1996 1995 Change Average earning assets $5,121,052 $4,843,402 $277,650 $5,193,434 $5,021,085 $172,349 Interest-bearing liabilities 4,088,435 3,792,452 295,983 4,132,177 3,952,160 180,017 __________ __________ __________ __________ __________ __________ Interest free funds $1,032,617 $1,050,950 ($18,333) $1,061,257 $1,068,925 ($7,668) ====== ====== ====== ====== ====== ====== Free funds ratio 20.16 21.70 (1.54) 20.43 21.29 (0.86) (free funds to earning assets) Tax-equivalent yield on earning assets 7.40 7.42 (0.02) 7.32 7.24 0.08 Cost of interest-bearing liabilities 3.97 4.05 (0.08) 4.00 4.00 0.00 __________ __________ __________ __________ __________ __________ Net interest spread 3.43 3.37 0.06 3.32 3.24 0.08 Benefit of interest free funds 0.80 0.88 (0.08) 0.82 0.85 (0.03) __________ __________ __________ __________ __________ __________ Net interest margin 4.23 4.25 (0.02) 4.14 4.09 0.05 ====== ====== ====== ====== ====== ====== UMB FINANCIAL CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 Summary UMB Financial Corporation (the Company) earned net income of $14,034,000 for the three months ended September 30, 1996, compared to $12,280,000 for the same period last year. This represents per share earnings of $0.75 for the third quarter of 1996 compared to $0.59 for the third quarter of 1995, an increase of 27.1%. On a year-to-date basis, 1996 earnings were $46,573,000, or $2.44 per share, compared to $37,230,000 or $1.79 per share for the prior year. Return on average assets was 1.01% and return on average equity was 10.88% for the nine months ended September 30, 1996. The Company's improved performance has been primarily driven by an increase in non-interest income and a decrease in average common shares outstanding. Net interest income increased on a quarterly and year-to-date basis as a result of an increase in lending activity and the effect of higher interest rates. The Company increased its provision for loan losses for the quarter and for the year due to increases in non performing loans and increased loan charge-offs. Non-interest expense increased slightly during both periods. Results of Operations For the three months ended September 30, 1996, net interest income totaled $52,633,000 compared to $49,871,000 for the same period a year earlier. This represents a 5.54% increase which is consistent with the year-to-date results which increased to $155,035,000 for 1996 from $147,673,000 for 1995. The Company's yield on interest earning assets was 7.32% for 1996, compared to 7.24% for the first nine months of 1995. This increase has resulted from higher interest rates and a change in the mix of the Company's assets. Average loan balances during 1996 increased 3.76% over the average for the same period of 1995. Average investment securities balances during 1996 increased 3.32% compared to the average for 1995. The yield on investment securities has also increased as the Company has slightly extended the average maturity of its portfolio. The provision for loan losses for the three months ended September 30, 1996 was $1,821,000 compared to $1,181,000 for the same period of 1995. The provision for the third quarter of 1996 approximates net charge-offs for the period. This increase is consistent with the 1996 year-to-date provision which increased to $8,476,000 from $3,032,000 for the same period in 1995. The increase in year-to-date provision was the result of increased net loan charge-offs and additional provision provided for the increase in non-accrual loans. Non interest income totaled $31,191,000 for the third quarter of 1996 compared to $27,589,000 for the same period of 1995. The largest components of these changes were increases in trust income and service charges. For the first nine months of 1996, non interest income increased to $103,177,000 from $87,156,000 a year earlier. Contributing to the year-to-date increase was a $9.8 million gain on the sale of the servicing rights of the merchant bankcard portfolio, during the first quarter of 1996. Also effecting the year-to-date results were increases in trust income, service charges and trading income. Non interest expense was $61,291,000 for the three months ended September 30, 1996 compared to $57,810,000 for the same period of 1995. For the first nine months of 1996, non interest expense increased to $179,680,000 compared to $176,300,000 for 1995, an increase of 1.92%. In comparing the quarter and year-to-date results, the Company incurred marginal increases in staffing related costs, marketing and occupancy expense which were offset by reductions in premiums for deposit insurance. The Company has and will continue to aggressively take measures to control all overhead related items. UMB FINANCIAL CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 Financial Condition Total assets were $6.097 billion at September 30, 1996 compared to $5.620 billion at September 30, 1995. The increase in assets during the twelve month period ended September 30, 1996 was the result of increases in loans and investment securities, as well as the acquisition of UMB Oklahoma Bank. Loans, net of unearned interest increased to $2.492 billion as of September 30, 1996, from $2.417 billion at September 30, 1995. The Company's loan growth for the period has been slightly lower than expectations due to a very competitive loan market. Investment securities were $2.464 billion at September 30, 1996 compared to $2.251 billion at September 30, 1995. Increases in securities and loans were funded by an increase in deposits. Non accrual and restructured loans totaled $13,639,000, 0.55% of total loans at September 30, 1996. Loans past due 90 days or more were $6,569,000, 0.26% of total loans at September 30, 1996. The increase in non accrual loans was primarily the result of three commercial loans. Significant additions in the Company's reserve for loan losses are not anticipated as a result of these loans. At September 30, 1996, the Company's allowance for loan losses was $34,436,000 or 1.38% of outstanding loans, compared to $31,823,000 one year earlier. Other real estate owned totaled $0.6 million at September 30, 1996 compared to $4.5 million a year earlier. Liquidity and Capital Resources The Company's liquidity position continues to be strong. At September 30, 1996 the Company's average loan to deposit ratio was 51.8% compared to 49.8% at September 30, 1995. At September 30, 1996, the average life of the securities portfolio was 24 months and 28% of the portfolio matures during the next twelve months. The Company has access to various borrowing markets should there be a need for additional funding. Shareholders' equity totaled $567 million at September 30, 1996 compared to $611 million at September 30, 1995 and $576 million at year end 1995. During the twelve months ended September 30, 1996, the Company increased its treasury stock holding by $64 million. Management will continue to consider treasury stock purchases depending on price, availability and alternative uses of funds. At September 30, 1996, the net unrealized loss on securities available for sale was $10.0 million, compared to an unrealized gain of $233,000 at September 30, 1995, and an unrealized gain of $3.6 million at December 31, 1995. In December 1995, the Company and its Employee Stock Ownership Plan (ESOP) entered into a commitment to purchase 1,581,133 shares of common stock of the Company. During the first half of 1996, the Company acquired 1,201,133 of such shares for treasury stock using existing working capital. Also, in the first quarter the ESOP purchased 380,000 shares by means of a seven-year loan guaranteed by the Company. This ESOP transaction is reflected on the balance sheet as an increase in long term debt and as equity under the caption, Unearned ESOP. Included in this report are limited forward looking statements concerning the Company's future financial condition and results of operations. These statements are the result of Management's current expectations based on information presently available. Actual results would differ from these expectations as a result of many factors including changes in economic conditions impacting customers ability to repay loans, interest rates and loan demand. Changes in technology, regulatory requirements and competition will also impact future results. UMB FINANCIAL CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 The Company's capital position is summarized in the table below and far exceeds regulatory requirements. Nine Months Ended September 30, RATIOS 1996 1995 Return on average assets 1.01% 0.84% Return on average equity 10.88 8.44 Average equity to assets 9.31 9.89 Tier 1 risk-based capital ratio 15.86 16.82 Total risk-based capital ratio 16.93 17.84 Leverage ratio 8.42 9.70 Per Share Data Earnings $2.44 $1.79 Cash Dividends 0.60 0.54 Dividend payout ratio 24.59% 30.17% Book value $30.16 $29.59 UMB FINANCIAL CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 PART II. Other Information Item 6. Exhibits and Reports on Form 8-K a) The following exhibit is filed herewith: 27-Article 9 of Regulation S-X Financial Data Schedule for September 30, 1996 Form 10-Q. b) Reports on Form 8-K: The Company filed no reports on Form 8-K during the quarter ended September 30, 1996. UMB FINANCIAL CORPORATION FORM 10-Q SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UMB FINANCIAL CORPORATION /s/ R. Crosby Kemper R. Crosby Kemper Chairman /s/ Timothy M. Connealy Timothy M. Connealy Chief Financial Officer Date: November 14, 1996