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, 1997 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 (I.R.S. Employer of 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, 1997, UMB Financial Corporation had 19,465,615 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, 1997 and 1996 (unaudited) and December 31, 1996 (audited) 3 Consolidated Statements of Income for the Three and Nine Months Ended September 30, 1997 and 1996 (unaudited) 4 Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 1997 and 1996 (unaudited) 5 Consolidated Statements of Shareholders' Equity for the Nine Months Ended September 30, 1997 and 1996 (unaudited) 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, (Unaudited) December 31, ------------------------------ --------------- ASSETS 1997 1996 1996 -------------- -------------- --------------- Loans: Commercial, financial and agricultural $ 1,272,474 $ 1,180,019 $ 1,236,092 Consumer (net of unearned interest) 1,059,823 892,575 914,914 Real estate 374,636 416,730 404,039 Leases 2,658 2,368 2,596 Allowance for loan losses (32,770) (34,436) (33,414) -------------- -------------- --------------- Net Loans $ 2,676,821 $ 2,457,256 $ 2,524,227 Securities available for sale: U.S. Treasury and agencies $ 2,048,621 $ 2,131,717 $ 2,257,217 State and political subdivisions 4,022 0 2,464 Commercial paper and other 8,947 6,880 127,641 -------------- -------------- --------------- Total securities available for sale $ 2,061,590 $ 2,138,597 $ 2,387,322 Securities held to maturity: State and political subdivisions 391,662 325,628 319,227 -------------- -------------- --------------- Total securities held to maturity (market value of $394,777, $324,862 & $313,173, respectively) $ 391,662 $ 325,628 $ 319,227 Federal funds and resell agreements 107,689 109,932 58,960 Trading securities and other earning assets 84,617 81,691 79,814 -------------- -------------- --------------- Total earning assets $ 5,322,379 $ 5,113,104 $ 5,369,550 Cash and due from banks 818,103 635,724 772,631 Bank premises and equipment, net 167,435 151,242 152,909 Accrued income 74,886 74,698 72,717 Premium on and intangibles of purchased banks 62,103 69,303 67,474 Other assets 68,142 52,538 76,705 -------------- -------------- --------------- Total assets $ 6,513,048 $ 6,096,609 $ 6,511,986 ============== ============== =============== LIABILITIES Deposits: Noninterest-bearing demand $ 1,818,071 $ 1,414,390 $ 1,724,486 Interest-bearing demand and savings 2,032,850 2,027,440 2,171,938 Time deposits under $100,000 892,965 932,360 917,983 Time deposits of $100,000 or more 281,231 225,693 376,127 -------------- -------------- --------------- Total deposits $ 5,025,117 $ 4,599,883 $ 5,190,534 Federal funds and repurchase agreements 742,718 814,922 614,395 Short-term debt 471 1,995 911 Long-term debt 45,101 51,858 51,350 Accrued expenses and taxes 54,033 41,842 46,887 Other liabilities 34,483 18,652 25,432 -------------- -------------- --------------- Total liabilities $ 5,901,923 $ 5,529,152 $ 5,929,509 -------------- -------------- --------------- SHAREHOLDERS' EQUITY Common stock, $1.00 par value; authorized 33,000,000 shares; issued 23,503,084; 22,547,521; & 23,503,084 $ 23,503 $ 22,548 $ 23,503 shares respectively Capital surplus 558,009 522,720 558,073 Retained earnings 176,143 172,089 142,947 Net unrealized gain (loss) on securities available for sale 3,468 (9,972) (1,755) Unearned ESOP shares (13,117) (15,628) (15,003) Treasury stock, 3,720,595, 3,399,722 and 3,424,176 shares, at cost, respectively (136,881) 124,300) (125,288) -------------- -------------- --------------- Total shareholders' equity $ 611,125 $ 567,457 $ 582,477 -------------- -------------- --------------- Total liabilities and shareholders' equity $ 6,513,048 $ 6,096,609 $ 6,511,986 ============== ============== =============== <FN> See Notes to Consolidated Financial Statements. </FN> UMB FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF INCOME (unaudited in thousands) Three Months Nine Months Ended September 30, Ended September 30, INTEREST INCOME 1997 1996 1997 1996 -------------- -------------- -------------- ------------- Loans $ 61,232 $ 55,706 $ 175,516 $ 163,992 Securities: Taxable interest $ 31,035 $ 30,649 $ 95,651 $ 92,817 Tax-exempt interest 4,368 3,677 12,077 10,846 -------------- -------------- -------------- ------------- Total securities income $ 35,403 $ 34,326 $ 107,728 $ 103,663 Federal funds and resell agreements 2,209 2,390 6,179 7,952 Trading securities and other 1,276 968 3,677 3,025 -------------- -------------- -------------- ------------- Total interest income $100,120 $ 93,390 $ 293,100 $ 278,632 -------------- -------------- -------------- ------------- INTEREST EXPENSE Deposits $ 32,098 $ 30,267 $ 95,108 $ 92,410 Federal funds and repurchase agreements 10,885 9,502 30,312 28,078 Short-term debt 7 12 27 31 Long-term debt 814 976 2,647 3,078 -------------- -------------- -------------- ------------- Total interest expense $ 43,804 $ 40,757 $ 128,094 $ 123,597 -------------- -------------- -------------- ------------- Net interest income $ 56,316 $ 52,633 $ 165,006 $ 155,035 Provision for loan losses 2,807 1,821 8,109 8,476 -------------- -------------- -------------- ------------- Net interest income after provision $ 53,509 $ 50,812 $ 156,897 $ 146,559 -------------- -------------- -------------- ------------- NONINTEREST INCOME Trust income $ 11,824 $ 10,565 $ 33,588 $ 31,361 Securities processing 3,138 2,280 8,686 7,086 Trading and investment banking 3,071 2,831 9,920 9,807 Service charges on deposits 9,509 8,106 26,741 24,894 Other service charges and fees 5,746 4,300 15,910 11,232 Bankcard fees 1,784 1,762 5,094 4,546 Net investment security gains 540 0 672 469 Other 1,568 1,347 5,708 13,782 -------------- -------------- -------------- ------------- Total noninterest income $ 37,180 $ 31,191 $ 106,319 $ 103,177 -------------- -------------- -------------- ------------- NONINTEREST EXPENSE Salaries and employee benefits $ 36,231 $ 32,754 $ 105,080 $ 96,682 Occupancy, net 5,022 4,526 14,290 13,249 Equipment 7,282 5,834 20,396 16,936 Supplies and services 5,024 4,568 15,311 14,121 Bankcard processing 1,407 2,217 4,126 5,374 Marketing and business development 4,547 3,989 13,068 11,130 FDIC and regulatory fees 490 320 1,349 979 Other 8,568 7,083 23,746 21,209 -------------- -------------- -------------- ------------- Total noninterest expense $ 68,571 $ 61,291 $ 197,366 $ 179,680 -------------- -------------- -------------- ------------- Income before income taxes $ 22,118 $ 20,712 $ 65,850 $ 70,056 Income tax provision 7,002 6,678 20,995 23,483 -------------- -------------- -------------- ------------- NET INCOME $ 15,116 $ 14,034 $ 44,855 $ 46,573 ============== ============== ============== ============= PER SHARE DATA Net income $ 0.78 $ 0.71 $ 2.30 $ 2.32 Dividends $ 0.20 $ 0.19 $ 0.60 $ 0.57 Weighted average shares outstanding 19,454,381 19,742,082 19,475,343 20,030,283 <FN> See Notes to Consolidated Financial Statements. </FN> UMB FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited in thousands) Nine Months Ended September 30, ----------------------------------- 1997 1996 -------------- -------------- Operating Activities Net Income $ 44,855 $ 46,573 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 8,109 8,476 Depreciation and amortization 17,804 16,213 Deferred income taxes (336) (4,049) Net (increase) decrease in trading securities (4,803) 4,320 Gains on sales of securities available for sale (690) (470) Losses on sales of securities available for sale 18 1 Amortization of securities premiums, net of discount accretion 11,739 17,565 Earned ESOP shares 1,906 1,595 Changes in: Accrued income (2,169) 4,451 Accrued expenses and taxes 5,325 (12,713) Other, net 16,694 (9,682) -------------- -------------- Net cash provided by operating activities $ 98,452 $ 72,280 -------------- -------------- Investing Activities Proceeds from maturities of investment securities $ 50,591 $ 73,217 Proceeds from sales of investment securities - - Proceeds from sales of securities available for sale 86,596 2,095 Proceeds from maturities of securities available for sale 1,585,763 1,422,866 Purchases of investment securities (124,418) (88,736) Purchases of securities available for sale (1,347,996) (1,264,250) Net increase in loans (160,703) (45,892) Net increase in federal funds and resell agreements (48,729) (20,767) Purchases of bank premises and equipment (27,002) (14,559) Proceeds from sales of bank premises and equipment 37 231 -------------- -------------- Net cash provided by investing activities $ 14,139 $ 64,205 -------------- -------------- Financing Activities Net decrease in demand and savings deposits $ (45,503) $ (70,149) Net decrease in time deposits (119,914) (143,651) Net increase in federal funds and repurchase agreements 128,323 93,582 Net increase (decrease) in short term borrowings (440) 1,494 Repayment of long term debt (6,249) (6,158) Cash dividends (11,659) (11,427) Proceeds from exercise of stock options 194 255 Purchases of treasury stock (11,871) (61,114) -------------- -------------- Net cash used in financing activities $ (67,119) $ (197,168) -------------- -------------- Increase (decrease) in cash and due from banks $ 45,472 $ (60,683) Cash and due from banks at beginning of year 772,631 696,407 -------------- -------------- Cash and due from banks at end of period $ 818,103 $ 635,724 ============== ============== <FN> See Notes to Consolidated Financial Statements. </FN> UMB FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (unaudited) (in thousands) Net Unrealized Purchase Common Capital Retained Holding Treasury Commitment/ Stock Surplus Earnings Gain (Loss) Stock Unearned ESOP ----------- -------------- ------------ ------------- ------------ ------------- Balance - December 31, 1995 $ 22,548 $ 522,892 $ 136,943 $ 3,612 $ (63,555) $ (46,481) Net income 0 0 46,573 0 0 0 Cash Dividends 0 0 (11,427) 0 0 0 Shares purchased by ESOP 0 0 0 0 0 16,530 Guaranteed ESOP obligation 0 0 0 0 0 (17,281) Earned ESOP shares 0 (58) 0 0 0 1,653 Purchase of treasury stock 0 0 0 0 (61,114) 29,951 Exercise of stock options 0 (114) 0 0 369 0 Net unrealized loss on securities available for sale 0 0 0 (13,584) 0 0 ----------- -------------- ------------ ------------- ------------ ------------ Balance - September 30, 1996 $ 22,548 $ 522,720 $ 172,089 $ (9,972) $ (124,300) $ (15,628) =========== ============== ============ ============= ============ ============ Balance - December 31, 1996 $ 23,503 $ 558,073 $ 142,947 $ (1,755) $ (125,288) $ (15,003) Net income 0 0 44,855 0 0 0 Cash dividends 0 0 (11,659) 0 0 0 Earned ESOP shares 0 20 0 0 0 1,886 Purchase of treasury stock 0 0 0 0 (11,871) 0 Exercise of stock options 0 (84) 0 0 278 0 Net unrealized gain on securities available for sale 0 0 0 5,223 0 0 ----------- -------------- ------------ ------------- ------------ ------------ Balance - September 30, 1997 $ 23,503 $ 558,009 $ 176,143 $ 3,468 $ (136,881) $ (13,117) =========== ============== ============ ============= ============ ============ <FN> See Notes to Consolidated Financial Statements. </FN> UMB FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NINE MONTHS ENDED SEPTEMBER 30, 1997 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 1996 Annual Report to Shareholders. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. These estimates and assumptions also impact reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. 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 5% stock dividend paid on January 2, 1997. 4. Allowance for Loan Losses: The following is a summary of the Allowance for Loan Losses for the nine months ended September 30, 1997 and 1996 (in thousands): Nine Months Ended September 30, 1997 1996 ------------ ------------ Balance January 1 $ 33,414 $ 32,685 Additions: Provision for loan losses 8,109 8,476 ------------ ------------ $ 41,523 $ 41,161 ------------ ------------ Deductions: Charge-offs $ (10,579) $ (8,469) Less recoveries on loans previously charged-off 1,826 1,744 ------------ ------------ Net charge-offs $ (8,753) $ (6,725) ------------ ------------ Balance, September 30 $ 32,770 $ 34,436 ============ ============ UMB FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NINE MONTHS ENDED SEPTEMBER 30, 1997 3. Allowance for Loan Losses: (Continued) At September 30, 1997 the amount of loans that are considered to be impaired under SFAS No. 114 was $4,763,000 compared to $4,049,000 at June 30, 1997 and $9,325,000 at December 31, 1996. At September 30, 1997 all of these loans are on a nonaccrual or restructured basis. Included in the impaired loans is $1,996,000 of loans for which the related allowance for loan losses is $1,205,000. The remaining $2,767.000 of impaired loans do not have an allowance for loan losses as a result of write-downs and supporting collateral value. The average recorded investment in impaired loans during the period ended September 30, 1997 was approximately $8,550,000. 4. 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. 5. New Accounting Pronouncements In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard ("SFAS") No. 128, "Earnings Per Share." SFAS 128 establishes Standards for computing and presenting earnings per share and applies to entities with publicly held common stock. This statement is effective for fiscal periods ending after December 15, 1997, and early adoption is not permitted. The Company will adopt the provisions of SFAS 128 for its fiscal year ending December 31, 1997. In addition to the Company's current presentation of net earnings per share, this statement will require the Company to present diluted net earnings per share, which includes the dilutive effect of stock options. The Company does not anticipate that the implementation of this statement will have a material impact on the consolidated financial statements. In June 1997, FASB issued SFAS No. 130, Reporting Comprehensive Income. The Statement establishes standards for reporting and display of comprehensive income and its components (revenues, expenses, gains and losses) in a full set of general-purpose financial statements. This Statement requires that the Company (a) classify items of other comprehensive income by their nature in a financial statement and (b) display the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the equity section of a statement of financial position. The Statements is effective for the Company's financial statements as of December 31, 1998. The Company does not anticipate that the implementation of this Statement will have a material impact on the consolidated financial statements. In June 1997, FASB issued SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. The Statement establishes standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports issued to shareholders. It also establishes standards for related disclosures about products and services, geographic areas, and major customers. The Statements is effective to the Company's financial statements for fiscal year 1998. The Company does not anticipate that the implementation of this Statement will have a material impact on the consolidated financial statements. UMB FINANCIAL CORPORATION AVERAGE BALANCES/YIELDS AND RATES (tax-equivalent basis) (in thousands) Nine Months Ended September 30, 1997 1996 Average Average Average Average Assets Balance Yield/Rate Balance Yield/Rate -------------- ------------ ------------- ------------ Loans, net of unearned interest $ 2,633,112 8.95% $ 2,420,888 9.13% Securities: Taxable $ 2,182,969 5.86 $ 2,186,887 5.62 Tax-exempt 353,905 6.63 315,996 6.72 -------------- ------------ ------------- ------------ Total securities $ 2,536,874 5.97 $ 2,502,883 5.76 Federal funds and resell agreements 142,952 5.78 201,674 5.27 Other earning assets 82,026 6.26 67,989 6.11 -------------- ------------ ------------- ------------ Total earning assets $ 5,394,964 7.42 $ 5,193,434 7.32 Allowance for loan losses (33,077) (34,058) Other assets 1,109,134 982,422 -------------- -------------- Total assets $ 6,471,021 $ 6,141,798 ============== ============= Liabilities and Shareholders' Equity Interest-bearing deposits $ 3,348,037 3.80% $ 3,296,161 3.74% Federal funds and repurchase agreements 810,409 5.00 778,467 4.82 Borrowed funds 50,835 7.03 57,549 7.22 -------------- ------------ ------------- ------------ Total interest-bearing liabilities $ 4,209,281 4.07 $ 4,132,177 4.00 Noninterest-bearing demand deposits 1,567,603 1,375,208 Other liabilities 103,007 62,756 Shareholders' equity 591,130 571,657 -------------- -------------- Total liabilities and shareholders' equity $ 6,471,021 $ 6,141,798 ============== ============= Net interest spread 3.25% 3.32% Net interest margin 4.25 4.14 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, 1997 vs. 1996 September 30, 1997 vs. 1996 ------------------------------------------ --------------------------------------------- Volume Rate Total Volume Rate Total Change in interest earned on: Loans $ 6,883 $ (1,381) $ 5,502 $ 14,137 $ (3,402) $ 10,735 Securities: Taxable (427) 843 416 (169) 3,780 3,611 Tax-exempt 1,050 19 1,069 1,869 (212) 1,657 Federal funds sold (449) 268 (181) (2,488) 716 (1,772) Other 378 (14) 364 653 82 735 ------------- ------------ ----------- ------------ ------------- ------------ Interest income $ 7,435 $ (265) $ 7,170 $ 14,002 $ 964 $ 14,966 ------------- ------------ ----------- ------------ ------------- ------------ Change in interest paid on: Interest-bearing deposits $ 713 $ 1,117 $ 1,830 $ 1,419 $ 1,279 $ 2,698 Federal funds purchased 745 639 1,384 1,160 1,074 2,234 Borrowed funds (112) (56) (168) (357) (78) (435) ------------- ------------ ----------- ------------ ------------- ------------ Interest expense $ 1,346 $ 1,700 $ 3,046 $ 2,222 $ 2,275 $ 4,497 ------------- ------------ ----------- ----------- ----------- ----------- Net interest income $ 6,089 $(1,965) $ 4,124 $ 11,780 $ (1,311) $ 10,469 ============= ============ =========== ============ ============= ============ ANALYSIS OF NET INTEREST MARGIN Three Months Ended Nine Months Ended September 30, 1997 September 30, 1997 ------------------------------------------ --------------------------------------------- 1997 1996 Change 1997 1996 Change Average earning assets $ 5,442,324 $ 5,229,566 $ 212,758 $ 5,394,964 $ 5,193,434 $ 201,530 Interest-bearing liabilities 4,211,793 4,179,882 31,911 4,209,282 4,132,177 77,105 ------------- ------------ ----------- ----------- ------------ ----------- Interest free funds $ 1,230,531 $ 1,049,684 $ 180,847 $ 1,185,682 $ 1,061,257 $ 124,425 ============= ============ =========== ============ ============= ============ Free funds ratio 22.61% 20.07% 2.54% 21.98% 20.43% 1.54% (free funds to earning assets) Tax-equivalent yield on earning assets 7.49 7.13 0.36 7.42 7.32 0.10 Cost of interest-bearing liabilities 4.14 3.92 0.22 4.07 4.00 0.07 ------------- ------------ ----------- ------------ ----------- ------------ Net interest spread 3.35 3.21 0.14 3.35 3.32 0.03 Benefit of interest free funds 0.92 0.83 0.09 0.90 0.82 0.08 ------------- ------------ ----------- ----------- ----------- ----------- Net interest margin 4.27 4.04 0.23 4.25 4.14 0.11 ============= ============ =========== ============ ============= ============ UMB FINANCIAL CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 Summary UMB Financial Corporation (the Company) earned net income of $15,116,000 for the three months ended September 30, 1997, compared to $14,034,000 for the same period a year earlier. This represents per share earnings of $0.78 for the third quarter of 1997 compared to $0.71 for the third quarter of 1996. On a year-to-date basis, 1997 earnings were $44,855,000, or $2.30 per share, compared to $46,573,000, or $2.32 per share, for the prior year. Included in the 1996 yearly results was a gain on the sale of the servicing rights of the merchant bankcard portfolio of $9.8 million. In addition, the Company recorded a provision for loan losses of $2.8 million over and above the normal recurring monthly provision. The approximate net after tax effect of these items in 1996 was $4.3 million or $0.21 per share. The Company's 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 on investment securities. Noninterest income increased for both periods as the Company continues to build on its substantial fee based income. Noninterest expenses were higher for both the quarterly and year-to-date periods fueled by increases in technology spending and costs associated with new business opportunities. Results of Operations Net interest income totaled $56,316,000 for the third quarter of 1997, a 7.00% increase over 1996 third quarter net interest income of $ 52,633,000. This change is consistent with the year-to-date increase in net interest income which totaled $165,006,000 for the first nine months of 1997 compared to $155,035,000 for the same period of 1996. The improvement in the Company's net interest income was fueled by an increase in average loans of 8.77% on a year-to-date basis. The Company's yield on interest earning assets increased to 7.42% as of September 30, 1997, compared to 7.32% for the first nine months of 1996. Also effecting the increase in yield on earning assets was an increase in rates earned on the Company's investment security portfolio. This increase in rates for investment securities resulted from replacing maturing securities with higher yielding bonds. The Company's loan loss provision for the third quarter of 1997 was $2,807,000 compared to $1,821,000 for the same period of 1996. The year-to-date loan loss provision for the Company in 1997 was $8,109,000 compared to $8,476,000 for 1996. Net loan charge-offs increased for both the quarterly and year-to-date periods. This increase in charge-offs was seen in the consumer and bankcard areas. UMB FINANCIAL CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 Non interest income totaled $37,180,000 for the third quarter of 1997 compared to $31,191,000 for the same period of 1996, an increase of 19.20%. Trust and custody services, service charges and cash management fees were the largest components of the increases in non interest income. For the first nine months of 1997, non interest income increased to $106,319,000 from $103,177,000 for the prior year. The results on a year-to-date basis do not represent the same percentage increase as the quarterly results due to the $9.8 million gain on the sale of the servicing rights of the merchant bankcard portfolio, during the first half of 1996. The Company's substantial fee income from its diverse business lines provides ongoing returns without increased credit risk. Non interest expense was $68,571,000 for the three months ended September 30, 1997 compared to $61,291,000 for the same period of 1996. For the first nine months of 1997 non interest expense was $197,366,000 compared to $179,680,000 for the first nine months of 1996. In comparing the quarter and year-to-date increases, the Company incurred increases in staffing, occupancy and equipment costs. Staffing related costs increased primarily due to additional personnel at new facilities and data processing areas. Occupancy costs increased as a result of the opening of new branch facilities. Equipment expense also increased due to the new facilities and as a result of ongoing upgrades to operating systems. Financial Condition Total assets at September 30, 1997 were $6.513 billion compared to $6.097 billion at September 30, 1996 and $6.512 billion at December 31, 1996. Loans, net of unearned interest, increased to $2.710 billion as of September 30, 1997 compared to $2.492 billion at September 30, 1996. This 8.75% increase in loans reflects management's goal to increase loans in a very competitive market. The increases in loans was consistent with increases in deposits. Total deposits increased to $5.025 billion at September 30, 1997 compared to $4.600 billion at September 30, 1996. Non accrual and restructured loans totaled $6,948,000, 0.26% of loans, at September 30, 1997 compared to $13,639,000, 0.55% of loans, at September 30, 1996 and $11,476,000 at December 31, 1996, 0.45% of loans. Loans past due 90 days or more were $9,383,000, 0.35% of loans at September 30, 1997, compared to $6,569,000, 0.26% of loans at September 30, 1996. The Company's loan quality remains strong by industry standards. This decrease in non-accrual loans was achieved at the same time the Company's average loans increased by 8.77%. The total non performing loans and loans past due 90 days or more were less than 1.0% of total loans. At September 30, 1997 the Company's allowance for loan losses was $32,770,000 or 1.21% of outstanding loans. The Company has a well-diversified loan portfolio with no foreign loans and no significant credit exposure to commercial real estate. Delinquency rates in the Company's bankcard loan portfolio are well below industry averages. UMB FINANCIAL CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 Liquidity and Capital Resources The Company's liquidity position continues to be strong. At September 30, 1997, the Company's average loan to deposit ratio was 53.6% compared to 51.8% at September 30, 1996. At September 30, 1997, the average life of the securities portfolio was 23 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 $611 million at September 30, 1997 compared to $567 million at September 30, 1996 and $582 million at year end 1996. During the twelve months ended September 30, 1997 the Company increased its treasury stock holdings by $13 million. Management will continue to consider treasury stock purchases depending on price, availability and alternative use of funds. At September 30, 1997, the net unrealized gain on securities available for sale was $3.5 million, compared to unrealized losses of $10.0 million at September 30, 1996 and $1.8 million at December 31, 1996. 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 could 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. The Company's capital position is summarized in the table below and far exceeds regulatory requirements. Nine Months Ended September 30, RATIOS 1997 1996 Return on average assets 0.93 % 1.01 % Return on average equity 10.15 10.88 Average equity to assets 9.14 9.31 Tier 1 risk-based capital ratio 15.52 15.86 Total risk-based capital ratio 16.45 16.93 Leverage ratio 8.52 8.42 Per Share Data Earnings $ 2.30 $ 2.32 Cash Dividends $ .60 $ .57 Dividend payout ratio 26.09 % 24.57 % Book value $ 31.40 $ 28.72 UMB FINANCIAL CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 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, 1997 Form 10-Q. b) Reports on Form 8-K: The Company filed no reports on Form 8-K during the quarter ended September 30, 1997. 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, 1997