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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-K

 

(Mark one)

x   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

 

For the fiscal year ended: December 31, 2003

 

¨   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

 

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

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

1010 Grand Boulevard, Kansas City, Missouri   64106
(Address of principal executive offices)   (ZIP Code)

 

(Registrant’s telephone number, including area code): (816) 860-7000

 

Securities Registered Pursuant to Section 12(b) of the Act: None

 

Securities Registered Pursuant to Section 12(g) of the Act:

 

Common Stock, $1.00 Par Value

 

(Title of class)

 

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 ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x  No ¨

 

As of June 30, 2003, the aggregate market value of common stock outstanding held by nonaffiliates of the registrant was approximately $811,912,690 based on the NASDAQ closing price of that date.

 

Indicate the number of shares outstanding of the registrant’s classes of common stock, as of the latest practicable date.

 

Class

  Outstanding at February 29, 2004

Common Stock, $1.00 Par Value

  21,684,346

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Company’s Proxy Statement relating to the 2004 Annual Meeting of

Shareholders are incorporated in Part III



INDEX

 

PART I

   3

ITEM 1. BUSINESS

   3

ITEM 2. PROPERTIES

   7

ITEM 3. LEGAL PROCEEDINGS

   8

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   8

PART II

   8

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

   8

ITEM 6. SELECTED FINANCIAL DATA

   9

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   10

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   27

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

   34

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

   67

ITEM 9A. CONTROLS AND PROCEDURES

   68

PART III

   68

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

   68

ITEM 11. EXECUTIVE COMPENSATION

   68

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   68

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   69

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

   69

PART IV

   69

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K

   69

SIGNATURES

   72

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

   75

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

   76

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

   77

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

   78

 

2


PART I

 

ITEM 1.  BUSINESS

 

General

 

UMB Financial Corporation (the “Company”) was organized in 1967 under Missouri law for the purpose of becoming a bank holding company registered under the Bank Holding Company Act of 1956. In 2001, the Company elected to become a financial holding company under the Gramm-Leach-Bliley Act of 1999. The Company owns all of the outstanding stock of five commercial banks, a credit card bank, a reinsurance company, a community development corporation, a consulting company and a mutual fund servicing company.

 

The Company’s five commercial banks are engaged in general commercial banking business entirely in domestic markets. Two of the banks are in Missouri, and the three remaining banks are in Kansas, Colorado and Nebraska. The principal affiliate UMB Bank, n.a., whose charter is in Missouri, also has locations in Illinois, Kansas and Oklahoma. The Banks offer a full range of banking services to commercial, retail, government and correspondent bank customers. In addition to standard banking functions, the principal affiliate bank, UMB Bank, n.a., provides international banking services, investment and cash management services, data processing services for correspondent banks and a full range of trust activities for individuals, estates, business corporations, governmental bodies and public authorities. The table below sets forth the names and locations of the Company’s affiliate banks, as well as their respective total assets, loans, deposits and shareholders’ equity as of December 31, 2003.

 

SELECTED FINANCIAL DATA OF AFFILIATE BANKS (in thousands)

 

     December 31, 2003

     Number of
Locations


  

Total

Assets


   Loans

   Total
Deposits


   Shareholders’
Equity


Missouri

                                

UMB Bank, n.a.

   123    $ 6,599,367    $ 2,227,518    $ 489,072    $ 527,585

UMB Bank, Warsaw, n.a.

   4      89,366      28,114      61,115      6,073

Colorado

                                

UMB Bank Colorado, n.a.

   10    $ 396,294    $ 205,108    $ 321,743    $ 30,524

Kansas

                                

UMB National Bank of America

   13    $ 637,145    $ 146,871    $ 460,421    $ 73,094

Nebraska

                                

UMB Bank Omaha, n.a.

   3    $ 85,892    $ 82,029    $ 22,225    $ 6,108

Banking—Related Subsidiaries

                                

UMB Community Development Corporation

                                

UMB Banc Leasing Corp.

                                

UMB U.S.A., n.a.

                                

UMB Scout Brokerage Services, Inc.

                                

UMB Scout Insurance Services, Inc.

                                

UMB Capital Corporation

                                

United Missouri Insurance Company

                                

UMB Trust Company of South Dakota

                                

Scout Investment Advisors, Inc.

                                

UMB Fund Services, Inc.

                                

UMB Consulting Services, Inc.

                                

UMB Bank and Trust, n.a.

                                

 

UMB, U.S.A. n.a. is a credit card bank located in Nebraska. UMB, U.S.A. n.a. services incoming credit card requests, performs data entry services on new card requests and evaluates new and existing credit lines.

 

 

3


Other subsidiaries of the Company are United Missouri Insurance Company, UMB Community Development Corporation, UMB Consulting Services, Inc., and UMB Fund Services, Inc. United Missouri Insurance Company, an Arizona corporation, is a reinsurance company that reinsures credit life and disability insurance originated by affiliate banks. UMB Community Development Corporation provides low-cost mortgage loans to low- to moderate-income families for acquiring or rehabbing owner-occupied housing in Missouri, Kansas, Illinois, Nebraska, Oklahoma and Colorado. UMB Consulting Services, Inc. offers regulatory and compliance assistance to regional banks. UMB Fund Services, Inc. (formerly known as Sunstone Financial Group Inc.), located in Milwaukee, Wisconsin, is a nationally recognized mutual fund service provider to nearly 40 mutual funds and fund families.

 

On a full-time equivalent basis at December 31, 2003, the Company and its subsidiaries employed 3,807 persons.

 

Competition.    The Company faces intense competition from hundreds of financial service providers in the markets served. The Company competes with other financial service providers including banks, savings and loan associations, finance companies, mutual funds, mortgage banking companies and credit unions. Customers for banking services and other financial services offered by the Company are generally influenced by convenience, quality of service, personal contacts, price of services and availability of products.

 

Monetary Policy and Economic Conditions.    The operations of the Company’s affiliate banks are affected by general economic conditions, as well as the monetary policy of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which affects the supply of money available to commercial banks. Monetary policy measures by the Federal Reserve Board are affected through open market operations in U.S. government securities, changes in the discount rate on bank borrowings and changes in reserve requirements.

 

Supervision and Regulation.    As a bank holding company and a financial holding company, the Company and its subsidiaries are subject to extensive regulation and are affected by the enactment of federal and state legislation.

 

The Company is subject to regulation and examination by the Federal Reserve Board and the Federal Reserve Bank of Kansas City. Its subsidiary banks are subject to regulation and examination by the Office of the Comptroller of the Currency (“OCC”). UMB Scout Insurance Services, Inc. is regulated by state agencies in the states in which it operates. The Company’s brokerage affiliate, UMB Scout Brokerage Services, Inc., is regulated by the Securities and Exchange Commission (“SEC”), the National Association of Securities Dealers, Inc., and the Missouri Division of Securities; it is also subject to certain regulations of the various states in which it transacts business. The Company is subject to the Bank Holding Company Act (“BHCA”), which requires the Company to obtain the prior approval of the Federal Reserve Board to (i) acquire substantially all the assets of any bank, (ii) acquire more than 5% of any class of voting stock of a bank or bank holding company which is not already majority owned, or (iii) merge or consolidate with another bank holding company. The BHCA also imposes significant limitations on the scope and type of activities in which the Company and its subsidiaries may engage. Under the BHCA, a bank holding company is prohibited, with certain exceptions, from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company, which is not a bank and from engaging in business other than that of banking, managing and controlling banks or performing services for its banking subsidiaries. However, the BHCA authorizes the Federal Reserve Board to permit bank holding companies to engage in activities, which are so closely related to banking or managing or controlling banks as to be a proper incident thereto. The Federal Reserve Board possesses cease and desist powers over bank holding companies if their actions represent unsafe or unsound practices or violations of law.

 

As a result of the enactment of the Interstate Banking and Branching Efficiency Act of 1994 (the “Interstate Banking Act”), bank holding companies may acquire banks in any state, subject to state deposit caps and a 10% nationwide cap. Banks may also merge across state lines, creating interstate branches. Furthermore, a bank may open new branches in a state in which it does not already have banking operations, if the law of that state does

 

4


not prohibit de novo branching by an out of state bank or if the state has not “opted out” of interstate branching. As a result of the Interstate Banking Act, the Company has many more opportunities for expansion and has potentially greater competition in its market area from nationwide or regional banks.

 

A bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with the extension of credit, with limited exceptions. There are also various legal restrictions on the extent to which a bank holding company and certain of its non-bank subsidiaries can borrow or otherwise obtain credit from its bank subsidiaries. The Company and its subsidiaries are also subject to certain restrictions on issuance, underwriting and distribution of securities. It is Federal Reserve Board policy that a bank holding company, such as the Company, should serve as a source of managerial and financial strength for each of its subsidiaries, and commit resources to them, even in circumstances in which it might not do so in absence of such policy.

 

Under the provisions of the Gramm-Leach-Bliley Act of 1999 (GLBA) the Company is eligible to engage in non-banking activities which are financial in nature (or incidental to such financial activity, or in cases where the Federal Reserve Board approves, complimentary to a financial activity) by notifying, or in certain cases obtaining the prior approval of, the Federal Reserve Board. Under the GLBA, subsidiaries of financial holding companies engaged in non-bank activities are supervised and regulated by the federal and state agencies, which normally supervise and regulate such functions outside of the financial holding company context. The Company is also subject to a number of restrictions and requirements imposed by the Sarbanes-Oxley Act of 2002 relating to loans to directors or executive officers of the Corporation, the preparation and certification of the Company’s financial statements, the duties of the Company’s audit committee, relations with and functions performed by the Company’s independent auditors, and various accounting and corporate governance matters.

 

The Company’s bank subsidiaries are subject to a number of laws regulating depository institutions, including the Federal Deposit Insurance Corporation Improvement Act of 1991, which expanded the regulatory and enforcement powers of the federal bank regulatory agencies, required that these agencies prescribe standards relating to internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits, and mandated annual examinations of banks by their primary regulators. The Company’s bank subsidiaries are also subject to a number of consumer protection laws and regulations of general applicability, as well as the USA Patriot Act, which is designed to identify, prevent and deter international money laundering and terrorist financing.

 

All five of the commercial banks owned by the Company are national banks and are subject to supervision and examination by the OCC. UMB, U.S.A. n.a., a credit card bank, is located in the state of Nebraska and is subject to supervision and examination by the OCC. In addition, the national banks are subject to examination by The Federal Reserve System. All affiliate banks are members of and subject to examination by the Federal Deposit Insurance Corporation.

 

Payment of dividends by the affiliate banks to the parent company is subject to various regulatory restrictions. For national banks, the governing regulatory agency must approve the declaration of any dividends generally in excess of the sum of net income for that year and retained net income for the preceding two years. At December 31, 2003, approximately $19,155,000 of the equity of the affiliate banks was available for distribution as dividends to the parent company without prior regulatory approval or without reducing the capital of the respective affiliate banks below prudent levels.

 

The Company is required to maintain minimum amounts of capital to total “risk weighted” assets, as defined by the banking regulators. At December 31, 2003, the Company is required to have minimum Tier 1 and Total capital ratios of 4.00% and 8.00%, respectively. The Company’s actual ratios at that date were 19.13% and 20.25%, respectively. The company’s leverage ratio at December 31, 2003, was 10.69%.

 

As of December 31, 2003, the most recent notification from the OCC categorized the Company’s most significant affiliate banks as well capitalized under the regulatory framework for prompt corrective action. To be

 

5


categorized as well-capitalized, the affiliate banks must maintain total risk-based, Tier 1 risk-based and Tier 1 leverage ratios of 10.0%, 6.0% and 5.0%, respectively. No conditions or events have occurred since that notification that management believes have changed the affiliate banks’ category.

 

Segment Information.    Financial information regarding segments is included in Note 12 to the Financial Statements provided in Item 8, pages 53 through 55 of this report.

 

Statistical Disclosure.    The information required by Guide 3, “Statistical Disclosure by Bank Holding Companies,” has been included in Items 6, 7, and 7A, pages 9 through 33 of this report.

 

Executive Officer of the Registrants.    The following are the executive officers of the Company, each of whom is elected annually, and there are no arrangements or understandings between any of the persons so named and any other person pursuant to which such person was elected as an officer.

 

Name


   Age

  

Position with Registrant


R. Crosby Kemper

   77    Senior Chairman of the Board since January, 2001, Chairman of the Board from 1972 to January 2001 and CEO of the Company from 1972 through July 1999 and from March 2000 through January 2001. Chairman and Chief Executive Officer of UMB Bank, n.a. (a subsidiary of the Company) from 1971 through 1996 and Chairman through January 1997.

Peter J. Genovese

   57    Vice Chairman of the Eastern Region UMB Bank, n.a. since January 2004. President of the Company from January 2000 to January 2004. Vice Chairman of the Board of the Company since 1982. Chairman and Chief Executive Officer of UMB Bank of St. Louis, n.a. (a former subsidiary of the Company) from 1979 to 1999.

R. Crosby Kemper III

   53    A son of R. Crosby Kemper. Chairman and CEO of the Company since January 2001. Vice Chairman of the Board from 1995 to 2001. Chairman and CEO of UMB Bank, n.a. since March 2000. President of UMB Bank of St. Louis, n.a. from 1993 to 1999.

Peter de Silva

   42    President and Chief Operating Officer of the Company since January 2004. Senior Vice President of Fidelity Investments from 1998-2004 with principal responsibility for brokerage operations.

Royce M. Hammons

   58    Regional President of UMB Bank, n.a. since 2000. President and Chief Executive Officer of UMB Oklahoma Bank (a former subsidiary of the Company) from 1987 through 2000.

Dennis G. Powell

   54    Executive Vice President of UMB Bank, n.a. since 2001. Senior Vice President Bank One, n.a. from 1996 to 2000 in the retail group with the principal responsibility for strategic planning.

James A. Sangster

   49    President of UMB Bank, n.a. since 1999. Divisional Executive Vice President of UMB Bank, n.a. from 1993 to 1999. Executive Vice President prior thereto.

Douglas F. Page

   60    Executive Vice President of the Company since 1984 and Divisional Executive Vice President, Loan Administration, of UMB Bank, n.a. since 1989.

Daniel C. Stevens

   48    Chief Financial Officer of the Company since 2001. Executive Vice President and CFO of Euronet Services Inc. from 1999 to 2000. Senior Vice President Chief Financial and Risk Manager of US Central Credit Union 1997 to 1999.

 

6


Name


   Age

  

Position with Registrant


James C. Thompson

   61    Divisional Executive Vice President of UMB Bank, n.a. since July 1994. Executive Vice President of UMB Bank of St. Louis, n.a. since 1989.

James D. Matteoni

   61    Chief Information Officer of UMB Bank, n.a. since 1996.

Dennis R. Rilinger

   56    Divisional Executive Vice President and General Counsel of the Company and of UMB Bank, n.a. since 1996.

Mark A. Schmidtlein

   44    President of UMB Bank, n.a. Capital Markets since January, 2003, Executive Vice President of UMB Bank, n.a. from 1996 to 2002. Senior Vice President prior thereto.

Sheila Kemper Dietrich

   47    A daughter of R. Crosby Kemper. Executive Vice President of UMB Bank, n.a. since 1993.

David D. Kling

   57    Divisional Executive Vice President of UMB Bank, n.a. since 1997.

J. Mariner Kemper

   31    A son of R. Crosby Kemper. Chairman of the Company’s Western Region since January 2004. Chairman and CEO of UMB Bank, Colorado, n.a. (a subsidiary of the Company since 2000. President of UMB Bank Colorado from 1997 to 2000.

Vince J. Ciavardini

   48    Vice Chairman of Board of the Company and President and CEO of Investor Services Group since 2002. President and CEO of PFPC, Inc. 1982 to 2001, which provides fund services to the investment management industry.

Miriam M. Allison

   56    President UMB Fund Services, Inc. (formerly known as Sunstone Financial Group Inc.) since 2001. President of Sunstone Financial Group 1990-2001.

Chris N. Hoffman III

   54    Chairman of the UMB National Bank of America since 2002, President of Salina Banking Center of UMB National Bank of American Salina, Kansas from 1993 through 2001.

Darren Herrmann

   38    Treasurer of the Company since 2002, Senior Vice President and Manager of the Financial Services Group in the Investment Banking Division of UMB Bank, n.a. since 1994.

 

A discussion of recent acquisitions is included in Note 15 to the Financial Statements provided in Item 8 on page 57 of this report.

 

Our SEC filings are available on our website at www.umb.com/investor.

 

ITEM 2.  PROPERTIES

 

The Company’s headquarters building, the UMB Bank Building, is located at 1010 Grand Boulevard in downtown Kansas City, Missouri, and was opened in July 1986. Of the total 250,000 square feet, the offices of the parent company and customer service functions of UMB Bank, n.a. comprise 175,000 square feet. The remaining 75,000 square feet are available for lease to third parties. The Company’s principal accounting firm is a lessee of a portion of the space. The Company is currently looking for a lessee to fill the remaining space.

 

UMB Fund Services, Inc., a subsidiary of the Company leases 83,315 square feet in Milwaukee, Wisconsin, at which its fund services operations are headquartered.

 

The banking facility of UMB Bank, n.a. at 928 Grand Boulevard principally houses that bank’s support functions and is connected to the headquarters building by an enclosed pedestrian walkway. UMB Bank, n.a. also

 

7


leases 40,000 square feet of space in the Equitable Building, in the heart of the downtown commercial sector of St. Louis. A full service banking center, operations and administrative offices are housed at this location.

 

At December 31, 2003, the Company’s affiliate banks operated a total of five main banking houses and 148 detached facilities, the majority of which are owned by them or a non-bank subsidiary of the Company and leased to the respective bank. The Company constructed an 180,000 square foot operations center in downtown Kansas City, Missouri. The Company moved its operational and item processing functions, as well as management information systems, to this building in the second quarter of 1999.

 

Additional information with respect to premises and equipment is presented in Note 1 and 8 to the Financial Statements in Item 8, pages 39, 47 and 48 of this report.

 

ITEM 3.  LEGAL PROCEEDINGS

 

None.

 

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

No matters were submitted to the shareholders for a vote during the fourth quarter ending December 31, 2003.

 

PART II

 

ITEM 5.  MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

The Company’s stock is traded on the NASDAQ National Market System under the symbol “UMBF.” As of February 17, 2004, the Company had 2,027 shareholders. Company stock information for each full quarter period within the two most recent fiscal years is set forth in the table below.

 

Per Share    Three Months Ended

2003


   March 31

   June 30

   September 30

   December 31

Net income—basic

   $ 0.66    $ 0.62    $ 0.61    $ 0.81

Net income—diluted

     0.66      0.62      0.61      0.81

Dividend

     0.20      0.20      0.20      0.21

Book value

     36.75      37.08      37.19      37.43

Market price:

                           

High

     40.48      43.61      49.40      51.49

Low

     36.25      36.75      43.04      47.54

Close

     36.67      42.46      47.17      47.54

2002


   March 31

   June 30

   September 30

   December 31

Net income—basic

   $ 0.89    $ 0.63    $ 0.52    $ 0.55

Net income—diluted

     0.88      0.63      0.52      0.55

Dividend

     0.20      0.20      0.20      0.20

Book value

     34.92      35.83      36.27      36.52

Market price:

                           

High

     43.74      50.95      48.59      40.64

Low

     38.86      42.66      37.28      36.20

Close

     42.88      46.87      39.04      38.26

 

Information concerning restrictions on the ability of the Registrant to pay dividends and the Registrant’s subsidiaries to transfer funds to the Registrant is contained in Item 1, page 5 and Note 10 to the Financial

 

8


Statements provided in Item 8, pages 49 and 50 of this report. Information concerning securities the Company issued under equity compensation plans is contained in Item 12, pages 68 and 69 of this report.

 

ITEM 6.  SELECTED FINANCIAL DATA

 

For a discussion of factors that may materially affect the comparability of the information below, please see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation, pages 10 through 27, of this report.

 

FIVE-YEAR FINANCIAL SUMMARY

(in thousands except per share data)

 

 

     2003

    2002

    2001

    2000

    1999

 

EARNINGS

                                        

Interest income

   $ 239,762     $ 294,483     $ 384,876     $ 430,785     $ 407,388  

Interest expense

     42,684       76,452       145,147       196,377       183,323  

Net interest income

     197,078       218,031       239,729       234,408       224,065  

Provision for loan losses

     12,005       16,738       14,745       9,201       8,659  

Noninterest income

     245,568       232,206       223,523       197,223       184,122  

Noninterest expense

     354,654       360,949       369,373       353,760       312,476  

Minority interest in loss of subsidiary

     —         —         11,800       19,437       —    

Net income

     58,879       57,173       65,230       65,111       64,077  

AVERAGE BALANCES

                                        

Assets

   $ 7,149,988     $ 7,589,065     $ 7,366,444     $ 7,289,098     $ 7,439,411  

Loans, net of unearned interest

     2,588,794       2,632,850       2,929,061       3,004,754       2,615,978  

Securities*

     3,507,789       3,832,599       3,145,246       2,841,892       3,553,849  

Deposits

     5,280,056       5,527,836       5,410,264       5,364,754       5,348,341  

Long-term debt

     17,384       27,466       29,049       29,504       40,241  

Shareholders’ equity

     808,472       794,202       748,739       676,243       657,326  

YEAR-END BALANCES

                                        

Assets

   $ 7,748,981     $ 8,035,559     $ 8,730,934     $ 7,866,883     $ 8,130,142  

Loans, net of unearned interest

     2,722,292       2,657,532       2,814,388       3,073,957       2,841,150  

Securities*

     3,721,943       4,138,569       4,521,294       3,145,466       3,897,786  

Deposits

     5,635,687       5,846,947       6,375,510       5,935,204       5,923,935  

Long-term debt

     16,280       26,302       27,388       27,041       37,904  

Shareholders’ equity

     811,923       802,800       768,577       702,934       654,991  

PER SHARE DATA

                                        

Earnings—basic

   $ 2.70     $ 2.59     $ 2.95     $ 2.91     $ 2.80  

Earnings—diluted

     2.70       2.58       2.95       2.91       2.80  

Cash dividends

     0.81       0.80       0.76       0.76       0.70  

Dividend payout ratio

     30.00 %     30.89 %     27.12 %     26.12 %     25.00 %

Book value

   $ 37.43     $ 36.52     $ 34.73     $ 31.58     $ 28.93  

Market price

                                        

High

     51.49       50.10       43.52       37.14       40.21  

Low

     36.25       36.20       32.86       29.58       33.55  

Close

     47.54       38.26       40.00       35.60       35.95  

RATIOS

                                        

Return on average assets

     0.82 %     0.75 %     0.89 %     0.89 %     0.86 %

Return on average equity

     7.28       7.20       8.71       9.63       9.75  

Average equity to average assets

     11.31       10.47       10.17       9.28       8.84  

Total risk-based capital ratio

     20.25       18.88       15.97       16.63       14.91  

*   Securities include securities held to maturity and securities available for sale

 

9


ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

The following presents management’s discussion and analysis of the Company’s consolidated financial condition and results of operations. This review highlights the major factors affecting results of operations and any significant changes in financial conditions for the three-year period ended December 31, 2003. It should be read in conjunction with the accompanying consolidated financial statements and other financial statistics appearing elsewhere in the report.

 

The discussion contains forward-looking statements of expected future developments. We wish to ensure such statements are accompanied by meaningful cautionary statements pursuant to safe harbor established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements may refer to projections of future financial performance and financial items, plans and objectives of future operations, and other matters. These forward-looking statements reflect management’s expectations and are based on currently available data; however, actual future results are subject to future events and uncertainties, which could materially affect actual performance and cause future results to differ materially from those referred to in the forward-looking statements. Such future events and uncertainties include, but are not limited to, changes in: loan demand, the ability of customers to repay loans, consumer saving habits, employee costs, pricing, interest rates, competition, legal or regulatory requirements or restrictions, U.S. or international economic or political conditions such as inflation or fluctuation in interest rates or in the values of securities traded in the equity markets. Any forward-looking statements should be read in conjunction with information about risks and uncertainties set forth in this report. Forward-looking statements speak only as of the date they are made, and the Company does not intend to review or revise any particular forward-looking statement in light of events that occur thereafter or to reflect the occurrence of unanticipated events.

 

Overview

 

Management believes the two factors having the greatest impact on the Company’s earnings are the sustained low rate environment, and the overall health of the equity and financial markets.

 

The sustained low interest rate environment adversely impacts the Company’s net interest income as our balance sheet is structured to be both very short in duration and liquid. Management believes that strong liquidity and capital are necessary given the types of products and services the Company offers, particularly as it relates to treasury and cash management products and services. A strong liquidity and capital position provide assurances that the cash needs of the Company can be met. This position adversely impacts the Company’s net interest income in a declining rate environment. However, in an increasing rate environment, this position should benefit the Company. Management believes that we will be entering into a period of rising interest rate given the overall expansion of the economy and the size of both the Federal and trade deficits. Item 7a, Quantitative Disclosures about Market Risk discusses in detail the impact of rising and declining rates on net interest income.

 

Net interest income is a main source of revenue for the Company. Net interest income is negatively impacted by smaller spreads between the yield on earning assets and the interest-free sources of funds. As the yields on loans and investments declined, interest-free sources of funds could not, by definition, be lowered to match the decrease in yield on earning assets. In addition, a competitive deposit pricing environment prevented the lowering of rates on interest bearing deposits to match the decrease in yields on earning assets. A sustained low rate environment will continue to put pressure on the Company’s net interest income. Table 2 appearing in the “Results of Operations—Net Interest Income” section of the Management’s Discussion and Analysis shows the impact of the declining rate environment and also shows the declining benefits derived from the Company’s interest free source of funds.

 

Management continues to focus on diversifying the revenue sources so that the net income of the Company is less susceptible to changes in interest rates. Management has also focused on reducing expenses that are not necessary to the delivery of products and services to the Company’s customer base.

 

10


As some of the Company’s fee-based business is the direct result of the market value of its customer’s investments, the overall health of the equity and financial markets plays an important role in the recognition of fee income, particularly in the trust, mutual fund servicing and investment management areas of the Company. As the overall equity and financial markets improve, the basis on which certain fee income is calculated should grow.

 

The Company’s goal is to differentiate itself from its large super-regional and national competitors through superior service, attention to detail, customer knowledge and responsiveness. The Company’s size allows it to meet this goal and at the same time offer the wide range of products most customers need. This strategy has worked especially well during a period of bank consolidation and should continue to be a benefit. The Company has experienced growth in the new markets it entered during 2001 and 2000. There has been a demand in these markets for bank services delivered with a customer-centric focus. The Company will continue to focus its efforts to attract a customer base that values the advantages of banking with a company headquartered in their market while still possessing the products and services of a much larger institution.

 

Earnings Summary

 

The Company recorded consolidated net income of $58.9 million for the year ended December 31, 2003. This represents a 3.0% increase over 2002. Net income for 2002 decreased 12.4% compared to 2001. Earnings per share for the year ended December 31, 2003, were $2.70 per share compared to $2.59 in 2002 and $2.95 in 2001. Earnings per share for 2003 increased 4.2% over 2002 per share earnings, which had decreased 12.2% over 2001.

 

The Federal Reserve Board reduced the interest rate 11 times in 2001 for a total of 475 basis points (4.75%) and an additional 50 basis points in 2002 and 25 basis points in 2003. These reductions caused repricing pressures on loans and securities and thus contributed significantly to a decrease in interest income for 2003 and 2002. Although, this decrease in interest income was positively offset by a decrease in interest expense, the Company’s net interest income declined to $197.1 million in 2003 compared to $218.0 million in 2002 and $239.7 million in 2001.

 

The Company had an increase of 5.8% in noninterest income in 2003 as compared to 2002 and a 3.9% increase in 2002 compared to 2001. In 2003, the Company sold its merchant discount operation, which processes credit and debit card activity for commercial and retail merchants, for $8.25 million. This sale plus increases in trading and investment banking income and service charges on deposit accounts contributed to the increase in noninterest income for 2003 compared to 2002. A contributing factor to the increase in 2002 was the acquisition of Sunstone Financial Group, Inc. (now known as UMB Fund Services, Inc.) in 2001.

 

Noninterest expense declined in 2003 by 1.7% compared to 2002 and decreased in 2002 by 2.3% compared to 2001. The decrease in 2003 compared to 2002 was primarily due to lower salaries and employee benefits and employment costs as described below. The decrease in 2002 compared to 2001 was due to a year-end charge in 2001 of approximately $3.8 million related to the write-off of certain non-strategic assets, primarily real estate. Amortization of goodwill was also discontinued in 2002 due to the issuance of Statement of Financial Accounting Standards SFAS No. 142 “Goodwill and Other Intangible Assets”. This change in accounting standards resulted in a reduction of expense of $5.65 million in 2002.

 

The results of operations for the period January 1, 2001 through May 18, 2001 were affected by the consolidation of the Company’s subsidiary eScout LLC (eScout). The sale of a portion of the company’s ownership in eScout (which operates now as Perfect Commerce subsequent to a merger) for a gain of $1.7 million, on May 18, 2001 put the Company in a minority ownership position. The results of eScout are no longer included in the consolidated results of the Company.

 

Results of Operations

 

Net Interest Income

 

Net interest income is a significant source of the Company’s earnings and represents the amount by which interest income on earning assets exceeds the interest expense paid on liabilities. The volume of interest earning

 

11


assets and the related funding sources, the overall mix of these assets and liabilities and the rates paid on each, affects net interest income. Table 1 summarizes the change in net interest income resulting from changes in volume and rates for 2003, 2002 and 2001. Table 1 also shows the impact of the declining rate environment on net interest income over the last three years.

 

Net interest margin is calculated as net interest income on a fully tax equivalent basis (FTE) as a percentage of average earning assets. A critical component of net interest income and related net interest margin is the percentage of earning assets funded by interest free funding sources. Table 2 analyzes net interest rate margin for the three years ended December 31, 2003, 2002 and 2001. Table 2 also shows the decline in the benefit of interest free funds as a result of the declining interest rate environment over the last three years. Net interest income, average balance sheet amounts and the corresponding yields earned and rates paid for the years 1999 through 2003 are presented in a table following the footnotes to the consolidated financial statements. Net interest income is presented on a tax-equivalent basis to adjust for the tax-exempt status of earnings from certain loans and investments, which are primarily obligations of state and local governments.

 

TABLE 1

 

RATE-VOLUME ANALYSIS (in thousands)

 

This analysis attributes changes in net interest income either to changes in average balances or to changes in average rates for earning assets and interest-bearing liabilities. The change in net interest income is due jointly to both volume and rate and has been allocated to volume and rate in proportion to the relationship of the absolute dollar amount of the change in each. All rates are presented on a tax-equivalent basis and give effect to the disallowance of interest expense, for federal income tax purposes, related to certain tax-free assets. The loan average balances and rates include nonaccrual loans.

 

Average Volume

   Average Rate

   

2003 vs. 2002


   Increase (Decrease)

 
2003

   2002

   2003

    2002

         Volume

    Rate

    Total

 
                          Change in interest earned on:                         
  $2,588,794    $ 2,632,850    5.46 %   6.13 %       Loans    $ (2,611 )   $ (17,051 )   $ (19,662 )
                              Securities:                         
  2,771,882      3,146,077    2.56     3.12             Taxable      (11,108 )     (18,912 )     (30,020 )
  735,907      686,522    5.24     5.91             Tax-exempt      2,644       (5,034 )     (2,390 )
  146,470      185,678    1.16     1.69    

Federal funds sold and resell agreements

     (575 )     (854 )     (1,429 )
  51,211      66,952    2.99     4.06     Other      (575 )     (645 )     (1,220 )


  

  

 

      


 


 


  $6,294,264    $ 6,718,079    4.04 %   4.59 %           Total    $ (12,225 )   $ (42,496 )   $ (54,721 )
                          Change in interest incurred on:                         
  $3,492,038    $ 3,804,714    0.95 %   1.56 %       Interest-bearing deposits    $ (4,550 )   $ (21,683 )   $ (26,233 )
  950,569      1,107,821    0.87     1.29    

Federal funds purchased and repurchase agreements

     (1,828 )     (4,219 )     (6,047 )
  41,161      88,561    3.07     3.11     Other      (1,457 )     (31 )     (1,488 )


  

  

 

 
  


 


 


$ 4,483,768    $ 5,001,096    0.95 %   1.53 %  

Total

   $ (7,835 )   $ (25,933 )   $ (33,768 )


  

  

 

 
  


 


 


                          Net interest income    $ (4,390 )   $ (16,563 )   $ (20,953 )
                         
  


 


 


 

12


Average Volume

   Average Rate

   

2002 vs. 2001


   Increase (Decrease)

 
2002

   2001

   2002

    2001

         Volume

    Rate

    Total

 
                          Change in interest earned on:                         
$ 2,632,850    $ 2,929,061    6.13 %   7.74 %       Loans    $ (21,579 )   $ (43,764 )   $ (65,343 )
                              Securities:                         
  3,146,077      2,480,740    3.12     4.82             Taxable      27,254       (45,929 )     (18,675 )
  686,522      664,506    5.91     6.14             Tax-exempt      (77 )     (908 )     (985 )
  185,678      195,854    1.69     3.89    

Federal funds sold and resell agreements

     (2,867 )     (1,622 )     (4,489 )
  66,952      70,360    4.06     5.36     Other      (748 )     (153 )     (901 )


  

  

 

      


 


 


$ 6,718,079    $ 6,340,521    4.59 %   6.28 %           Total    $ 1,983     $ (92,376 )   $ (90,393 )
                          Change in interest incurred on:                         
$ 3,804,714    $ 3,634,544    1.56 %   2.97 %       Interest-bearing deposits      4,838       (53,358 )     (48,520 )
  1,107,821      973,080    1.29     3.31    

Federal funds purchased and repurchase agreements

     3,954       (21,849 )     (17,895 )
  88,561      120,269    3.11     4.18     Other      (1,154 )     (1,126 )     (2,280 )


  

  

 

 
  


 


 


$ 5,001,096    $ 4,727,893    1.53 %   3.07 %  

Total

   $ 7,638     $ (76,333 )   $ (68,695 )


  

  

 

 
  


 


 


                          Net interest income    $ (5,655 )   $ (16,043 )   $ (21,698 )
                         
  


 


 


 

TABLE 2

 

ANALYSIS OF NET INTEREST MARGIN (in thousands)

 

     2003

    2002

    2001

 

Average earning assets

   $ 6,294,264     $ 6,718,079     $ 6,340,521  

Interest-bearing liabilities

     4,483,768       5,001,096       4,727,893  
    


 


 


Interest-free funds

   $ 1,810,496     $ 1,716,983     $ 1,612,628  
    


 


 


Free funds ratio (free funds to earning assets)

     28.76 %     25.56 %     25.43 %
    


 


 


Tax-equivalent yield on earning assets

     4.04 %     4.59 %     6.28 %

Cost of interest-bearing liabilities

     0.95       1.53       3.07  
    


 


 


Net interest spread

     3.09 %     3.06 %     3.21 %

Benefit of interest-free funds

     0.27       0.40       0.79  
    


 


 


Net interest margin

     3.36 %     3.46 %     4.00 %
    


 


 


 

The Company experienced lower net interest income of $21.0 million for the year 2003 compared to 2002 and $21.7 million for the year 2002 compared to 2001. The 2003 decline was primarily driven by volume decreases in earning assets and lower rates, while the 2002 decline was primarily driven by lower rates. These decreases in net interest income have occurred due to several factors, primarily a reduction in demand for loans due to the soft economy; a reduction in mutual fund and trust related money market balances largely driven by both economic factors and a residual lack of public confidence impacting the overall securities industry; and an earning asset portfolio that, by design, is very short in duration and has been negatively impacted by the overall decline in interest rates over the past three years.

 

Management believes that the overall outlook in its net interest income is positive. In the short-term, a recovering economy is expected to spur higher demand for commercial and consumer loans. Loan-related earning assets tend to have a higher spread than those earned in the Company’s investment portfolio. In addition, over the next several quarters, most economists believe that interest rates will rise. Given the term of our earning assets, a rising rate environment would have a positive impact on the Company’s net interest income. Finally,

 

13


management is undertaking a strategic initiative to focus additional efforts on marketing, product enhancements and streamlining the approval process for its consumer loan product suite. These efforts should result in increased volumes of new applications and booked loans.

 

Provision and Allowance for Loan Losses

 

The allowance for loan losses (“ALL”) represents management’s judgment of the losses inherent in the Company’s loan portfolio. The provision for loan losses is the amount necessary to adjust its ALL to the level considered appropriate by management. The adequacy of the ALL is reviewed quarterly, considering such items as historical loss trends, a review of individual loans, current economic conditions, loan growth and characteristics, industry or segment concentration and other factors. Bank regulatory agencies require that the adequacy of the ALL be maintained on a bank-by-bank basis for each of the Company’s subsidiaries. The Company utilizes a centralized credit administration function, which provides information on affiliate bank risk levels, delinquencies, an internal ranking system and overall credit exposure. In addition, loan requests are centrally reviewed to ensure the consistent application of the loan policy and standards.

 

Management of the Company increased the ALL from 1.27% of total loans as of December 31, 2001 to 1.40% of total loans as of December 31, 2002 and 1.60% of total loans as of December 31, 2003. This increase was due to an increase in nonperforming loans in 2003 and increased charge offs in 2002 caused by the overall softening of the economy in the region that the Company serves.

 

As shown in Table 3, the ALL has been allocated to various loan portfolio segments. The Company manages the ALL against the risk in the entire loan portfolio and therefore, the allocation of the ALL to a particular loan segment may change in the future. In the opinion of management, the ALL is appropriate based on the inherent losses in the loan portfolio at December 31, 2003. Although no assurance can be given, management of the Company believes the present ALL is adequate considering the Company’s loss experience, delinquency trends and current economic conditions.

 

TABLE 3

 

ALLOCATION OF ALLOWANCE FOR LOAN LOSSES (in thousands)

 

This table presents an allocation of the allowance for loan losses by loan categories. The breakdown is based on a number of qualitative factors; therefore, the amounts presented are not necessarily indicative of actual future charge-offs in any particular category.

 

     December 31

Loan Category


   2003

   2002

   2001

   2000

   1999

Commercial

   $ 22,550    $ 20,050    $ 18,050    $ 15,550    $ 15,000

Consumer

     19,644      16,278      16,587      15,548      15,343

Real estate

     1,200      900      900      800      750

Agricultural

     50      50      50      50      50

Leases

     50      50      50      50      50
    

  

  

  

  

Total allowance

   $ 43,494    $ 37,328    $ 35,637    $ 31,998    $ 31,193
    

  

  

  

  

 

The Company recorded a provision for loan losses of $12.0 million during 2003, compared to $16.7 million during 2002 and $14.7 million during 2001. The decrease in the loan provision in 2003 was primarily due to a $9.2 million decrease in net loan charge-offs, $8.7 million of the decrease is related to a decrease in commercial loans net charge offs. The increase in the loan loss provision in 2002 was primarily due to an increase of commercial loan net charge offs of $5.1 million.

 

14


Table 4 presents a five-year summary of the Company’s ALL. Also, please see Credit Risk under Risk Management on page 32 in this report for information relating to nonaccrual, past due, restructured loans, and other credit risk matters.

 

TABLE 4

 

ANALYSIS OF ALLOWANCE FOR LOAN LOSSES (in thousands)

 

     2003

    2002

    2001

    2000

    1999

 

Allowance-beginning of year

   $ 37,328     $ 35,637     $ 31,998     $ 31,193     $ 33,169  

Provision for loan losses

     12,005       16,738       14,745       9,201       8,659  

Allowances of acquired banks

     —         —         —         —         710  

Charge-offs:

                                        

Commercial

   $ (2,320 )   $ (8,483 )   $ (4,764 )   $ (992 )   $ (2,732 )

Consumer

                                        

Bankcard

     (6,175 )     (6,118 )     (6,613 )     (5,051 )     (5,377 )

Other

     (2,825 )     (3,746 )     (5,378 )     (5,887 )     (6,393 )

Real estate

     (17 )     (13 )     (5 )     (3 )     (11 )

Agricultural

     —         —         —         —         (1 )
    


 


 


 


 


Total charge-offs

   $ (11,337 )   $ (18,360 )   $ (16,760 )   $ (11,933 )   $ (14,514 )

Recoveries:

                                        

Commercial

   $ 2,998     $ 457     $ 1,820     $ 236     $ 431  

Consumer

                                        

Bankcard

     1,097       1,307       1,373       1,191       1,268  

Other

     1,294       1,507       2,204       2,073       1,383  

Real estate

     109       21       256       35       55  

Agricultural

     —         21       1       2       32  
    


 


 


 


 


Total recoveries

   $ 5,498     $ 3,313     $ 5,654     $ 3,537     $ 3,169  
    


 


 


 


 


Net charge-offs

   $ (5,839 )   $ (15,047 )   $ (11,106 )   $ (8,396 )   $ (11,345 )
    


 


 


 


 


Allowance-end of year

   $ 43,494     $ 37,328     $ 35,637     $ 31,998     $ 31,193  
    


 


 


 


 


Average loans, net of unearned interest

   $ 2,558,794     $ 2,632,850     $ 2,929,061     $ 3,004,754     $ 2,615,978  

Loans at end of year, net of unearned interest

     2,722,292       2,657,532       2,813,758       3,073,957       2,841,150  

Allowance to loans at year-end

     1.60 %     1.40 %     1.27 %     1.04 %     1.10 %

Allowance as a multiple of net charge-offs

     7.45 x     2.48 x     3.21 x     3.81 x     2.75 x

Net charge-offs to:

                                        

Provision for loan losses

     48.64 %     89.90 %     75.32 %     91.25 %     131.02 %

Average loans

     0.23       0.57       0.38       0.28       0.43  
    


 


 


 


 


 

Noninterest Income

 

A key objective of the Company is the growth of noninterest income to enhance profitability as fee-based services are non-credit related, provide steady income and are not directly affected by fluctuations in interest rates. Fee-based services provide the opportunity to offer multiple products and services to customers and, therefore, more closely align the customer with the Company. The Company’s ongoing focus is to develop and offer multiple products and services to its customers, the quality of which will differentiate it from the competition. Fee-based services that have been emphasized include trust and securities processing, securities trading/brokerage and cash management. Management believes that it can offer these products and services both efficiently and profitably as most of these are driven off of common platforms and support structures.

 

15


Table 5

 

SUMMARY OF NONINTEREST INCOME (in thousands)

 

     Year Ended December 31

     2003

   2002

   2001

Trust and securities processing

   $ 86,490    $ 90,393    $ 86,640

Trading and investment banking

     20,863      17,937      18,097

Service charge on deposit accounts

     70,705      66,081      59,018

Other service charges and fees

     15,567      14,228      13,746

Bankcard fees

     31,654      29,901      29,160

Gains on sales of securities available for sale, net

     824      3,158      1,875

Other

     19,465      10,508      14,987
    

  

  

Total noninterest income

   $ 245,568    $ 232,206    $ 223,523
    

  

  

 

Noninterest income (summarized in table 5) increased 5.8% in 2003 compared to an increase of 3.9% in 2002. The increase in 2003 was primarily a result of an increase in trading and investment banking, service charges on deposit accounts and other income. The growth in 2002 was driven by an increase in trust and securities processing and an increase in service charges on deposit accounts.

 

Trust and securities processing consists of fees earned on personal and corporate trust accounts, custody of securities services, trust investments and money management services and servicing of mutual fund assets. These fees decreased in 2003 compared to 2002. Part of this decrease was caused by the decline in equity and financial markets as trust fees are derived from the market value of the assets in the trust. In addition, due to the overall market decline in mutual fund volumes, fees relating to the custody of the securities and the servicing of mutual fund assets were negatively impacted. In addition, the mutual fund servicing industry as a whole has been negatively impacted by the continuing accusations of irregularities within some segments of the industry. The increase in fees in 2002 compared to 2001 was primarily due to the increase in the servicing of mutual fund assets. This was primarily driven by the acquisition of Sunstone Financial Group, Inc. (now known as UMB Fund Services, Inc.) during the second quarter 2001. Partially offsetting the 2002 increase in fees was a decline in trust fees caused by the decline in equity markets as mentioned above. Management of the Company believes that the current rebound in the securities market is beginning to have a positive impact as fees increased $1.2 million for the three months ended December 31, 2003, compared to the same period in 2002. If the securities market and public and market confidence in mutual funds continue to rebound, as is anticipated by most analysts, the Company’s fees for custody of securities and the servicing of mutual fund assets would increase. In addition, management believes that the overall quality and performance of both its investment management and Scout Funds will attract both increased and new investable dollars to it assets under management. Management is also introducing a wrap product which will allow our brokerage operations to sell our Scout Funds to retail clients. Finally, the Company has put a special emphasis on selling the Scout Funds through our institutional channels by the establishment of a dedicated sales force. The Company entered into an agreement in 2003 to sell certain employee benefit accounts. The Company services these accounts in an employee benefit plan recordkeeping and trustee capacity. The transfer of these accounts is expected to be complete in the first quarter of 2004. The sale of the Company’s employee benefit accounts will likely offset a portion of such potential increase in revenues.

 

Trading and investment banking consists mostly of fees earned from the sale of bonds to the Company’s correspondent banking market and throughout its brokerage operations. Fees increased $2.9 million in 2003 compared to 2002 and were flat in 2002 compared to 2001. The increase was mainly market driven as customers took advantage of rate opportunities within their respective portfolios.

 

Fees and service charges on deposit accounts increased $4.6 million in 2003 compared to 2002 and $7.0 million in 2002 compared to 2001. The increase in fees was primarily related to new corporate deposit relationships and the sale of additional cash management services. Corporate service charge fees also increased

 

16


due to lower compensating balances maintained by corporate customers and the lower earnings credit rate allowed on those balances. An increase in the interest rate would have a negative impact on fees within this business sector. However, management believes that the overall economic recovery should increase the Company’s number of cash management customers and the corresponding number of transactions in customer accounts which would offset any adverse impact in fees caused by a rise in interest rates.

 

Bankcard fees increased $1.7 million in 2003 compared to 2002 and $0.7 million in 2002 compared to 2001. The increase was primarily due to higher merchant discount income partially offset by a slight decline in ATM interchange fees. The Company has sold its debit/credit card discount operation and anticipates a reduction of $1.7 million in bankcard fees in 2004. Interchange fees are expected to continue to decline as a result of recently settled industry lawsuit involving Master Card and Visa. Management is actively streamlining the approval process and adding increased functionality within its card base in order to increase the volume of cards used.

 

Other income increased $9.0 million in 2003 compared to 2002 and decreased $4.5 million in 2002 compared to 2001. The increase in 2003 was due to the sale of the merchant discount operation for an $8.25 million gain. Included in 2001 was a $1.7 million gain on the sale of part of the Company’s ownership in eScout.

 

Noninterest Expense

 

Noninterest expense in 2003 decreased $6.3 million compared to 2002 primarily due to lower salary and benefits costs, and decreased $8.4 million in 2002 compared to 2001 due to lower equipment expenses and suspension of goodwill amortization. Included in 2001 expenses were $13.4 million in charges related to the operations of eScout, LLC (eScout), a partially owned subsidiary of the Company. While the results of eScout’s operations impact various non-interest income and expense categories of the Company’s consolidated statements of income, under the terms of its limited liability operating document, the net results of operation of this subsidiary are allocated to outside minority investors, and therefore, eliminated through an adjustment to minority interest in loss of consolidated subsidiary.

 

TABLE 6

 

SUMMARY OF NONINTEREST EXPENSE

 

     Year Ended December 31

     2003

   2002

   2001

Salaries and employee benefits

   $ 196,893    $ 203,458    $ 198,684

Occupancy, net

     24,720      23,937      23,778

Equipment

     42,645      44,367      50,685

Supplies and services

     23,291      23,998      21,366

Marketing and business development

     13,550      14,832      14,834

Processing fees

     20,323      19,380      16,813

Legal and consulting

     7,355      5,839      8,565

Amortization of goodwill on purchased affiliates

     —        —        5,650

Amortization of intangibles

     1,210      2,034      1,803

Other

     24,667      23,104      27,195
    

  

  

Total noninterest expense

   $ 354,654    $ 360,949    $ 369,373
    

  

  

 

Salaries and employee benefits declined $6.6 million in 2003 compared to 2002 and increased $4.8 million in 2002 compared to 2001. The increase in staffing costs in 2002 was primarily due to higher medical insurance premiums. The decline in salaries represented roughly half of the overall decrease in 2003, primarily due to lower staffing levels reflecting a concerted effort on the part of management to decrease overhead costs. This was a continuation of the 2002 decrease in staffing levels. To illustrate, the Company’s full time equivalent employees dropped from 4,222 at year-end 2001, to 4,027 at year-end 2002 to 3,807 at year-end 2003. This

 

17


decrease in salary expense is expected to continue as the Company is committed to becoming more efficient. In addition, as the sale of our Employee Benefit accounts to Marshall & Isley Trust Company, n.a. is completed during the first quarter of 2004, the Company expects to garner additional salary and benefit related savings.

 

Occupancy expense remained flat for the three-year period 2001-2003. Equipment costs decreased $1.7 million in 2003 compared to 2002 and $6.3 million in 2002 compared to 2001. The decrease was primarily due to lower depreciation and equipment maintenance costs. Management expects these expenses to increase somewhat in 2004, due to conversion and upgrading of some of our mainframe computer systems.

 

Processing fees increased $1.0 million in 2003 compared to 2002 and increased $2.6 million in 2002 compared to 2001. The increase in 2002 was due to an increase in Federal Reserve processing charges because of the decreased earnings credit on balances and increased volumes of activity.

 

Amortization of goodwill on purchased affiliates was discontinued effective January 1, 2002 in accordance with the adoption of SFAS No. 142. Please see Critical Accounting Policies and Summary of Accounting Policies on page 27 of this report for additional details.

 

Other expense increased $1.6 million in 2003 compared to 2002 and decreased $4.1 million in 2002 compared to 2001. Included in the 2001 expense was $3.8 million in impairment charges related to the write-off and disposition of certain non-strategic assets, primarily real estate.

 

Income Taxes

 

Income tax expense totaled $17.1 million in 2003, compared to $15.4 million in 2002, compared to $25.7 million in 2001. These expense levels equate to effective rates of 22.5%, 21.2% and 28.3% for 2003, 2002 and 2001 respectively. The primary reason for the difference between the Company’s effective tax rate and the statutory tax rate is the effect of non-taxable income from municipal securities. The amount of municipal interest income received did not decrease proportionately to the decrease in the Company’s pretax income in 2002 causing a reduction in the effective tax rate. In 2003 and 2002, the Company did not recognize nondeductible goodwill amortization pursuant to changes in financial accounting standards which also caused the effective tax rate to be lower than 2001. The effective income tax rate for 2003 and 2002 includes a reduction in the tax reserve resulting from a reassessment of ongoing risks associated with tax matters.

 

Strategic Lines of Business

 

The Company’s operations are strategically aligned into four major lines of business: Commercial Banking; Retail Banking; Trust and Wealth Management; and, Investment Services Group. The lines of business are differentiated by the products and services offered. The Treasury and Other category includes items not directly associated with the other lines of business. Note 12 to the Consolidated Financial Statements describes how these segments were identified and presents financial results of the lines of business for the years ended December 31, 2003, 2002 and 2001.

 

Commercial Banking’s net income increased $1.8 million, or three percent, to $53.4 million in 2003, compared to a decrease of $12.5 million, or twenty percent to $51.6 million in 2002. For 2003, the increase in net income was driven primarily by an increase in noninterest income resulting from strong sales of Cash Management products and services. A lower provision for loan losses, due to a reduction in non-performing loans, also contributed to the improvement in net income. Net interest income declined in 2003 due to the sustained low rate environment and the corresponding impact on repricing of earning assets. For 2002, the net income decrease was due primarily to the decrease in net interest income resulting from a significant decrease in rates during 2001. An increase in interest rates, as expected by most economists, would have the most significant impact on this business segment, causing net interest income to rise. Because deposit service charges are also

 

18


affected by interest rates due to the earnings credit on commercial accounts, noninterest income is expected to decrease in a rising rate environment. Management believes the decrease in deposit service charges would be more than offset by the increase in net interest income. Management also believes that an anticipated improving economy would spur an increase in both loan commitments and outstandings which would generate increased net interest income.

 

Retail Banking’s net income decreased $6.9 million to a net loss of $3.3 million, compared to a decrease of $8.0 million or sixty-nine percent to $3.6 million in 2002. For 2003, the decrease in net income was primarily due to a decrease in the net interest income resulting from the sustained low rate environment. Retail banking is a source of funding for other activities within the Company. Due to the competitive nature of deposit pricing within the Company’s markets, the Company’s affiliates and subsidiaries were unable to continue to lower deposit rates to keep pace with the decreases in earning asset yields and still remain competitive. For 2002, the net income decrease was due primarily to the increase in noninterest expense resulting from increased costs related to a new residential mortgage product, increased advertising expense, and increased expenses related to new loan software purchased in 2001. The greatest potential for improving net income for this business segment lies in the continued focus on offering products and services in the most efficient manner and by booking more loans through the branch structure. Management’s intent is to aggressively market its home equity line of credit, direct auto loans and credit card products to more efficiently optimize its branch network as a source of earning assets.

 

Trust and Wealth Management net income increased $4.3 million or ninety-eight percent to $8.7 million in 2003, compared to an increase of $1.1 million, or thirty-five percent to $4.4 million in 2002. For 2003, increased sales of trust products and services resulted in an increase in noninterest income. A decrease in noninterest expense, through reduced salaries and benefits and reduced advertising expense, also contributed to improved net income. For 2002, increased sales of trust products and services were the primary reason for the increase in net income. This was offset by lower net interest income resulting from significant rate decreases in 2001. The Company sold its employee benefit account processing in 2003. Management does not believe that the sale of the employee benefit account processing will have an impact on the net income of this business segment due to the comparable revenues and expenses related to this activity. The greatest impact for earnings improvement in this business segment lies in continued increased sales of products and services and improved equity and financial markets, since most revenues are related to the market value of customer investments.

 

Investment Services Group net income decreased $3.5 million or twenty-seven percent to $9.2 million in 2003, compared to an increase of $0.9 million, or seven percent to $12.7 million in 2002. For 2003, decreased revenues related to a sluggish mutual fund industry had the greatest impact on earnings. For 2002, custody and cash management activities for mutual fund customers provided an increase to noninterest income, but were offset by lower net interest income caused by significant interest rate decreases in 2001. Improvement in the equity and financial markets, and in particular improvements in the mutual fund industry, would provide the greatest opportunity for improved earnings for this business segment. Management believes that the Company has a distinct advantage over its competitors by being able to provide the full range of services to mutual fund providers under one umbrella.

 

The net loss for the Treasury and Other category was $9 million for 2003, compared to a net loss of $15 million for 2002. The net loss for all years includes unallocated income tax expense for the consolidated Company. The smaller loss in 2003 was due primarily to the gain on the sale of the merchant discount processing activity which appears as noninterest income in 2003. For 2002, the net loss decreased due to lower income tax expense. The 2001 amounts include net interest income, noninterest income and noninterest expense related to, and offset by, minority interest in loss of a consolidated subsidiary which was sold in May 2001 and no longer has any affect on the earnings of the Company.

 

Balance Sheet Analysis

 

Loans

 

Loans represent the Company’s largest source of interest income. Loan balances have now stabilized due to management’s effort to focus on new commercial and consumer loan relationships, as well as the overall

 

19


improvement in the economy. Management plans to continue to focus on growing our consumer and middle market business as these market niches represent our best opportunity to cross-sell fee-related services, such as cash management. In addition, management intends to develop a small business initiative as this segment represents a growth opportunity for the Company. With both the recent hiring of Peter de Silva as President and Chief Operating Officer of the Company and the establishment of a management committee to run the day-to-day operations of the Company, R. Crosby Kemper III, the Chairman and Chief Executive Officer, and other members of the Commercial Banking Division’s management team, will focus more on acquiring new customers and selling our products and services.

 

Included in Table 7 is a five-year breakdown of loans by type. During the first quarter of 2003 the Company reviewed the classifications of loans to ensure that loans were properly recorded on the loan system, which resulted in the reclassification of $92 million in loans from the commercial category to the commercial real estate category. Business-related loans continue to represent the largest segment of the Company’s loan portfolio, comprising approximately 60% of total loans. The lending focus of the Company and each of its affiliate banks is on small-to-medium sized commercial companies located within their respective trade areas. The Company targets customers that will utilize multiple banking services and products.

 

TABLE 5

 

ANALYSIS OF LOANS BY TYPE (in thousands)

 

     December 31

 
     2003

    2002

    2001

    2000

    1999

 

Commercial

   $ 1,134,633     $ 1,300,762     $ 1,416,431     $ 1,553,566     $ 1,472,376  

Agricultural

     52,027       47,729       40,777       36,799       39,218  

Leases

     7,467       8,146       7,454       7,677       5,645  

Real estate construction

     18,519       13,952       15,267       17,145       12,520  

Real estate commercial

     414,915       307,850       281,660       251,119       195,013  
    


 


 


 


 


Total business-related

   $ 1,627,561     $ 1,678,439     $ 1,761,589     $ 1,866,306     $ 1,724,772  
    


 


 


 


 


Bankcard

   $ 161,676     $ 163,808     $ 168,518     $ 176,875     $ 163,756  

Other consumer installment

     766,816       659,969       735,586       878,610       817,732  

Real estate residential

     166,239       155,316       148,695       152,166       134,890  
    


 


 


 


 


Total consumer-related

   $ 1,094,731     $ 979,093     $ 1,052,799     $ 1,207,651     $ 1,116,378  
    


 


 


 


 


Total loans

   $ 2,722,292     $ 2,657,532     $ 2,814,388     $ 3,073,957     $ 2,841,150  

Allowance for loan losses

     (43,494 )     (37,328 )     (35,637 )     (31,998 )     (31,193 )
    


 


 


 


 


Net loans

   $ 2,678,798     $ 2,620,204     $ 2,778,751     $ 3,041,959     $ 2,809,957  
    


 


 


 


 


As a % of total loans

                                        

Commercial

     41.7 %     49.0 %     50.3 %     50.5 %     51.80 %

Agricultural

     1.9       1.8       1.4       1.2       1.4  

Leases

     0.3       0.3       0.3       0.3       0.2  

Real estate construction

     0.7       0.5       0.6       0.5       0.4  

Real estate commercial

     15.2       11.6       10.0       8.2       6.9  
    


 


 


 


 


Total business-related

     59.8 %     63.2 %     62.6 %     60.7 %     60.7 %
    


 


 


 


 


Bankcard

     5.9 %     6.2 %     6.0 %     5.8 %     5.8 %

Other consumer installment

     28.2       24.8       26.1       28.6       28.8  

Real estate residential

     6.1       5.8       5.3       4.9       4.7  
    


 


 


 


 


Total consumer-related

     40.2 %     36.8 %     37.4 %     39.3 %     39.3 %
    


 


 


 


 


Total loans

     100.0 %     100.0 %     100.0 %     100.0 %     100.0 %
    


 


 


 


 


 

20


As a percentage of total loans, commercial real estate which includes real estate construction loans now comprise 16% of total loans, compared to 12% at the end of 2002. Generally, these loans are made for working capital or expansion purposes and are primarily secured by real estate with a maximum loan-to-value of 80%. Many of these properties are owner-occupied and have other collateral or guarantees as security.

 

Bankcard loans have declined as a percentage of total loans. They comprise 5.9% of total loans at year-end 2003 compared to 6.2% at year-end 2002. A significant portion of the decrease in volume of bankcard loans in 2003 and 2002 was caused by a reduction in the private label portion of the portfolio. This type of loan is generally less profitable than traditional bankcard loans and is likely to continue to decrease in volume. The overall growth in the Company’s bankcard portfolio has been hampered by increased competition from banking and non-banking card issuers. Competitors frequently lessen their credit standards and offer favorable introductory rates in an effort to obtain transfer balances from other cards. The Company has historically not elected to seek loan volume in such a manner. In fact, the Company’s credit and underwriting standards have become more strict as more consumers acquire multiple credit cards. However, management plans to further enhance the Company’s credit scoring matrices and believes the Company can attract more of those card customers historically not served by the Company without materially affecting the overall risk/reward ratio.

 

Other consumer installment loans have increased as a percentage of loans. They comprise 28.2% of total loans at year-end 2003 compared to 24.8% at year-end 2002. The increase was due primarily to an increase in the purchase of automobile dealer loans and direct consumer loans to our customers. With the improving economy, management believes that the volume of these types of loans will continue to increase. Management intends to increase its efforts in acquiring indirect paper with additional staff and a focus on penetration into markets adjacent to our current market area.

 

Real estate residential loans have increased as a percentage of loans. The increase was due to the success of a low rate home equity line promotion and product enhancements. Management expects that these loans will increase in 2004.

 

Nonaccrual, past due and restructured loans are discussed under “Credit Risk” within the quantitative and qualitative disclosure about market risk in Item 7A on page 32 of this report.

 

Securities

 

The Company’s security portfolio provides significant liquidity as a result of the composition and average life of the underlying securities. This liquidity can be used to fund loan growth or to offset the outflow of traditional funding sources. In addition to providing a potential source of liquidity, the security portfolio can be used as a tool to manage interest rate sensitivity. The Company’s goal in the management of its securities portfolio is to maximize return within the Company’s parameters of liquidity goals, interest rate risk and credit risk. The Company maintains very high liquidity levels while investing in only high-grade securities. The security portfolio generates the Company’s second largest component of interest income.

 

Securities available for sale and securities held to maturity comprised 56% of earning assets as of

December 31, 2003, compared to 60% at year-end 2002. Securities totaled $3.8 billion at December 31, 2003, compared to $4.2 billion at year-end 2002. The decrease in 2003 resulted from lower trust and mutual fund clients’ related deposits and borrowed funds. Loan demand is expected to be the primary factor impacting changes in the level of security holdings.

 

Securities available for sale comprised 90% of the Company’s securities portfolio at December 31, 2003 compared to 88% at year-end 2002. In order to improve the yields of the securities portfolio the Company has altered the mix of the portfolio from U.S. Treasury Notes to U.S. Agency and Mortgage-Backed Securities of U.S. Agencies. Securities available for sale had a net unrealized gain of $5.1 million at year-end, compared to $37.3 million the preceding year. These amounts are reflected, on an after-tax basis, in the Company’s other comprehensive income in shareholder’s equity, net of tax, as an unrealized gain of $3.2 million at year-end 2003, compared to $23.7 million for 2002.

 

21


The securities portfolio achieved an average yield on a tax-equivalent basis of 3.1% for 2003, compared to 3.7% in 2002 and 5.1% in 2001. The yield on the portfolio decreased by 57 basis points in 2003 as a result of low, sustained short-term interest rates. A significant portion of the investment portfolio must be reinvested each year as a result of its liquidity. The average life of the core securities portfolio was 16.8 months at December 31, 2003 compared to 18 months at year-end 2002. Included in Tables 8 and 9 are analyses of the cost, fair value and average yield (tax equivalent basis) of securities available for sale and securities held to maturity.

 

TABLE 8

 

SECURITIES AVAILABLE FOR SALE (in thousands)

 

December 31, 2003


   Amortized Cost

   Fair Value

U.S. Treasury

   $ 848,687    $ 852,242

U.S. Agencies

     1,324,259      1,326,588

Mortgage-backed

     840,277      836,570

State and political subdivisions

     388,971      391,869

Federal Reserve Bank Stock

     7,410      7,410

Equity and other

     1,134      1,134
    

  

Total

   $ 3,410,738    $ 3,415,813
    

  

 

December 31, 2002


   Amortized Cost

   Fair Value

U.S. Treasury

   $ 1,160,226    $ 1,178,982

U.S. Agencies

     1,722,060      1,729,737

Mortgage-backed

     363,293      369,652

State and political subdivisions

     323,640      328,152

Commercial paper

     105,735      105,735

Federal Reserve Bank Stock

     6,726      6,726

Equity and other

     912      912
    

  

Total

   $ 3,682,592    $ 3,719,896
    

  

 

     US Government and
Agencies


    Mortgage-Backed
Securities


    State and Political
Subdivisions


   

Other

Securities


    

December 31, 2003


   Market
Value


   Weighted
Average
Yield


    Market
Value


   Weighted
Average
Yield


    Market
Value


   Weighted
Average
Yield


    Market
Value


   Total Market
Value


Due in one year or less

   $ 1,455,992    1.81 %   $ 121,564    3.74 %   $ 141,890    2.32 %   $ —      $ 1,719,446

Due after 1 year through 5 years

     722,782    2.08       714,942    3.18       202,209    4.06       —        1,639,933

Due after 5 years through 10 years

     —      —         64    6.85       42,113    4.41       —        42,177

Due after 10 years

     56    4.37       —      —         5,657    2.41       8,544      14,257
    

        

        

        

  

     $ 2,178,830          $ 836,570          $ 391,869          $ 8,544    $ 3,415,813
    

        

        

        

  

 

Table 9

 

SECURITIES HELD TO MATURITY (in thousands)

 

December 31, 2003


   Amortized
Cost


   Fair Value

   Weighted Average
Yield/Average Maturity


Due in one year or less

   $ 128,529    $ 130,576    6.39%

Due after 1 year through 5 years

     156,384      162,912    6.17%

Due after 5 years through 10 years

     4,966      4,966    6.59%

Due over 10 years

     16,251      16,251    3.51%
    

  

  

Total

   $ 306,130    $ 314,705    2 yr. 1 mo.
    

  

  

 

22


Other Earning Assets

 

Federal funds transactions essentially are overnight loans between financial institutions, which allow for either the daily investment of excess funds or the daily borrowing of another institution’s funds in order to meet short-term liquidity needs. The net sold position at year-end 2003 was $12.0 million compared to a net sold position of $11.2 million at year-end 2002. During 2003, the Company was a net purchaser of federal funds with an average balance of $2.6 million, compared to an average balance of $20.0 million in 2002.

 

The Investment Banking Division of the Company’s principal affiliate bank buys and sells federal funds as agent for non-affiliated banks. Because the transactions are pursuant to agency arrangements, these transactions do not appear on the balance sheet and averaged $827.9 million in 2003 and $775.5 million in 2002.

 

At December 31, 2003, the Company held securities bought under agreements to resell of $264.7 million compared to $106.6 million at year-end 2002. The Company used these instruments as short-term secured investments, in lieu of selling federal funds, or to acquire securities required for a repurchase agreement. These investments averaged $113.1 million in 2003 and $161.0 million in 2002.

 

The Investment Banking Division also maintains an active securities trading inventory. The average holdings in the securities trading inventory in 2003 were $49.4 million, compared to $65.1 million in 2002, and was recorded at market value.

 

Deposits and Borrowed Funds

 

Deposits represent the Company’s primary funding source for its asset base. In addition to the core deposits garnered by the Company’s retail branch structure, the Company continues to focus on its cash management services, as well as its trust and mutual fund servicing lines of business in order to attract and retain additional core deposits. Deposits totaled $5.6 billion at December 31, 2003 and $5.8 billion at year-end 2002. Deposits averaged $5.3 billion in 2003 and $5.5 billion in 2002. The Company continually strives to expand, improve and promote its cash management services in order to attract and retain commercial funding customers. It is one of the Company’s core competencies given both its scale and competitive product mix.

 

Noninterest bearing demand deposits average $1.8 billion and $1.7 billion during 2003 and 2002, respectively. These deposits represented 33.4% of average deposits in 2003, compared to 31.1% in 2002. The Company’s large commercial customer base provides a significant source of noninterest bearing deposits. Many of these commercial accounts do not earn interest, nor do they receive an earnings credit to offset the cost of other services provided by the Company.

 

TABLE 10

 

MATURITIES OF TIME DEPOSITS OF $100,000 OR MORE (in thousands)

 

     December 31

     2003

   2002

Maturing within 3 months

   $ 275,247    $ 331,714

After 3 months but within 6

     33,335      34,763

After 6 months but within 12

     26,820      37,384

After 12 months

     36,195      43,851
    

  

Total

   $ 371,597    $ 447,712
    

  

 

23


TABLE 11

 

ANALYSIS OF AVERAGE DEPOSITS (in thousands)

 

     2003

   2002

   2001

   2000

   1999

Noninterest-bearing demand

   $ 1,788,018    $ 1,723,122    $ 1,775,720    $ 1,922,019    $ 1,748,926

Interest-bearing demand and savings

     2,460,496      2,624,828      2,527,556      2,270,562      2,281,458

Time deposits under $100,000

     779,473      892,164      823,385      824,307      860,456
    

  

  

  

  

Total core deposits

   $ 5,027,987    $ 5,240,114    $ 5,126,661    $ 5,016,888    $ 4,890,840

Time deposits of $100,000 or more

     252,069      287,722      283,603      347,866      457,501
    

  

  

  

  

Total deposits

   $ 5,280,056    $ 5,527,836    $ 5,410,264    $ 5,364,754    $ 5,348,341
    

  

  

  

  

As a % of total deposits

                              

Noninterest-bearing demand

   33.9 %   31.2 %   32.9 %   35.8 %   32.7 %

Interest-bearing demand and savings

   46.6     47.5     46.7     42.3     42.6  

Time deposits under $100,000

   14.7     16.1     15.2     15.4     16.1  
    

 

 

 

 

Total core deposits

   95.2 %   94.8 %   94.8 %   93.5 %   91.4 %

Time deposits of $100,000 or more

   4.8     5.2     5.2     6.5     8.6  
    

 

 

 

 

Total deposits

   100.0 %   100.0 %   100.0 %   100.0 %   100.0 %
    

 

 

 

 

 

 

Securities sold under agreements to repurchase totaled $1,173.9 million at December 31, 2003, and $1,209.8 million at year-end 2002. This liability averaged $914.7 million in 2002 and $1,063.1 million in 2002. Repurchase agreements are transactions involving the exchange of investment funds by the customer for securities by the Company, under an agreement to repurchase the same or similar issues at an agreed-upon price and date. The Company enters into these transactions with its downstream correspondent banks, commercial customers, and various trust, mutual fund and local government relationships.

 

TABLE 12

 

SHORT-TERM DEBT (in thousands)

 

     2003

    2002

 
     Amount

   Rate

    Amount

   Rate

 

At year-end

                          

Federal funds purchased

   $ —      —   %   $ —      —   %

Repurchase agreements

     1,173,927    0.76       1,209,770    0.92  

Other

     70,604    0.66       94,721    0.78  
    

  

 

  

Total

   $ 1,244,531    0.76 %   $ 1,304,491    0.91 %
    

  

 

  

Average for year

                          

Federal funds purchased

   $ 35,917    1.10 %   $ 44,758    1.79 %

Repurchase agreements

     914,652    0.86       1,063,063    1.27  

Other

     23,771    0.81       61,095    1.44  
    

  

 

  

Total

   $ 974,340    0.87 %   $ 1,168,916    1.30 %
    

  

 

  

Maximum month-end balance

                          

Federal funds purchased

   $ 140,000          $ 59,736       

Repurchase agreements

     1,816,927            1,815,137       

Other

     161,132            200,860       
    

        

      

 

In 2003, the Company paid off a senior note issued for $15 million. The senior note represented funds borrowed in 1993 under a medium-term program to fund bank acquisitions. This $15.0 million note had an original maturity of 10 years at 7.3%. The Company also has eight fixed-rate advances from the Federal Home Loan Bank at rates of 3.80%, 4.53%, 4.75%, 5.84%, 5.89%, 5.97%, 7.13% and 7.61%. These advances, collateralized by Company securities, are used to offset interest rate risk of longer term fixed rate loans.

 

24


Capital and Liquidity

 

The Company places a significant emphasis on the maintenance of a strong capital position, which promotes investor confidence, provides access to funding sources under favorable terms, and enhances the Company’s ability to capitalize on business growth and acquisition opportunities. Capital is managed for each subsidiary based upon its respective risks and growth opportunities as well as regulatory requirements.

 

Total shareholders’ equity was $811.9 million at December 31, 2003 compared to $802.8 million one year earlier. During each year, management has the opportunity to repurchase shares of the Company’s stock at prices, which, in management’s opinion, would enhance overall shareholder value. During 2003 and 2002, the Company acquired 301,293 and 238,758 shares, respectively, of its common stock.

 

Risk-based capital guidelines established by regulatory agencies establish minimum capital standards based on the level of risk associated with a financial institution’s assets. A financial institution’s total capital is required to equal at least 8% of risk-weighted assets. At least half of that 8% must consist of Tier 1 core capital, and the remainder may be Tier 2 supplementary capital. The risk-based capital guidelines indicate the specific risk weightings by type of asset. Certain off-balance-sheet items (such as standby letters of credit and binding loan commitments) are multiplied by credit conversion factors to translate them into balance sheet equivalents before assigning them specific risk weightings. Due to the Company’s high level of core capital and substantial portion of earning assets invested in government securities, the Tier 1 capital ratio of 19.13% and total capital ratio of 20.25% substantially exceed the regulatory minimums.

 

For further discussion of capital and liquidity, see the Liquidity Risk section of Item 7A, Quantitative and Qualitative Disclosures about Market Risk on pages 32 and 33 of this report.

 

TABLE 13

 

RISK-BASED CAPITAL (in thousands)

 

This table computes risk-based capital in accordance with current regulatory guidelines. These guidelines as December 31, 2003, excluded net unrealized gains or losses on securities available for sale from the computation of regulatory capital and the related risk-based capital ratios.

 

     Risk-Weighted Category

     0%

   20%

   50%

   100%

   Total

Risk-Weighted Assets

                                  

Loans:

                                  

Residential mortgage

   $ —      $ 135    $ 106,423    $ 59,681    $ 166,239

All other

     —        78,674      —        2,477,379      2,556,053
    

  

  

  

  

Total loans

   $ —      $ 78,809    $ 106,423    $ 2,537,060    $ 2,722,292

Securities available for sale:

                                  

U. S. Treasury

   $ 848,687    $ —      $ —      $ —      $ 848,687

U. S. agencies and mortgage-backed

     546,115      1,618,421      —        —        2,164,536

State and political subdivisions

     —        358,886      29,936      149      388,971

Commercial paper and other

     7,410      —        —        1,134      8,544
    

  

  

  

  

Total securities available for sale

   $ 1,402,212    $ 1,977,307    $ 29,936    $ 1,283    $ 3,410,738

Securities held to maturity

     —        277,835      18,872      9,423      306,130

Trading securities

     2,562      51,843      6,106      269      60,780

Federal funds and resell agreements

     —        276,715      —        —        276,715

Cash and due from banks

     206,500      442,484      —        —        648,984

All other assets

     —        —        —        298,795      298,795
    

  

  

  

  

Category totals

   $ 1,611,274    $ 3,104,993    $ 161,337    $ 2,846,830    $ 7,724,434
    

  

  

  

  

Risk-weighted totals

   $ —      $ 620,998    $ 80,669    $ 2,846,830    $ 3,548,497

Off-balance-sheet items (risk-weighted)

     —        —        1,712      347,241      348,953
    

  

  

  

  

Total risk-weighted assets

   $ —      $ 620,998    $ 82,381    $ 3,194,071    $ 3,897,450
    

  

  

  

  

 

25


     Risk-Weighted Category           
Capital    Tier1

    Tier2

   Total

          

Shareholders’ equity

   $ 811,923     $ —      $ 811,923           

Less: accumulated other comprehensive income

     (3,183 )     —        (3,183 )         

Less premium on purchased banks

     (63,029 )     —        (63,029 )         

Allowance for loan losses

     —         43,494      43,494           
    


 

  


        

Total capital

   $ 745,711     $ 43,494    $ 789,205           
    


 

  


        

Capital ratios

                                

Tier 1 capital to risk-weighted assets

                    19.13 %         

Total capital to risk-weighted assets

                    20.25 %         

Leverage ratio (Tier 1 to total assets less premium on purchased banks)

                    10.69 %         
                   


        

 

Off-balance Sheet Arrangements

 

The Company’s main off-balance sheet arrangements are loan commitments, commercial and standby letters of credit, futures contracts and forward exchange contracts, which have maturity dates rather than payment due dates. Please see note 14, “Commitments, Contingencies and Guarantees” in the Notes to Financial Statements under Item 8 on pages 56 and 57 for detailed information on these arrangements.

 

Table 14

 

OFF-BALANCE SHEET ARRANGEMENTS (in thousands)

 

The table below details the contractual obligations for the Company as of December 31, 2003. The Company has no capital leases or long-term purchase obligations.

 

     Payments due by period

     Total

   Less than 1
year


   1-3 years

   3-5 years

   More than
5 years


Contractual Obligations

                                  

Long-Term Debt Obligations

   $ 16,280    $ 1,012    $ 2,216    $ 2,500    $ 10,552

Operating Lease Obligations

     26,823      4,469      7,312      4,863      10,179

Other Long-Term Liabilities Reflected on the Registrant’s Balance Sheet under GAAP

     —        —        —        —        —  
    

  

  

  

  

Total

   $ 43,103    $ 5,481    $ 9,528    $ 7,363    $ 20,731
    

  

  

  

  

     Maturities due by Period

Commitments, Contingencies and Guarantees

                                  

Commitments, to extend credit for loans (excluding credit under credit card loans)

   $ 796,737    $ 221,256    $ 436,345    $ 57,580    $ 81,556

Commitments, to extend credit under credit card loans

     891,493      891,493      —        —        —  

Commercial letters of credit

     7,341      7,172      169      —        —  

Standby letters of credit

     171,293      114,166      57,127      —        —  

Futures contracts

     38,000      38,000      —        —        —  

Forward foreign exchange contracts

     8,033      8,033      —        —        —  
    

  

  

  

  

Total

   $ 1,912,897    $ 1,280,120    $ 493,641    $ 57,580    $ 81,556
    

  

  

  

  

Total off balance sheet arrangements

   $ 1,956,000    $ 1,285,601    $ 503,169    $ 64,943    $ 102,287
    

  

  

  

  

 

Critical Accounting Policies and Estimates

 

Management’s Discussion and Analysis of financial condition and results of operations discusses the Company’s consolidated financial statements, which have been prepared in accordance with accounting

 

26


principles generally accepted in the United States. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to customers and suppliers, allowance for loan losses, bad debts, investments, financing operations, long-lived assets, contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which have formed the basis for making such judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from the recorded estimates under different assumptions or conditions.

 

Management believes that the Company’s critical accounting policies are those relating to: allowance for loan losses; goodwill and other intangibles; impairment of long-lived assets; revenue recognition; and, accounting for stock-based compensation. The allowance for loan losses represents management’s judgment of the losses inherent in the Company’s loan portfolio. The adequacy is reviewed quarterly, considering such items as historical trends, a review of individual loans, current economic conditions, loan growth and characteristics. The allowance for loan losses are maintained on a bank-by-bank basis, however, the Company uses a centralized credit administration function, which provides information on affiliate bank risk levels, delinquencies, and internal ranking systems.

 

Goodwill and other intangibles are now to be accounted for under the SFAS No. 142, which was effective January 1, 2002. Goodwill is no longer amortized, in accordance with SFAS No. 142, but is tested periodically for impairment. The Company has performed three impairment tests of goodwill since inception of the new standard. As a result of those tests, the Company has not recorded an impairment charge. The Company is amortizing other intangibles over their estimated useful life of 10 years.

 

Long-lived assets including goodwill, other intangible assets and premises and equipment, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or a group of assets may not be recoverable. Goodwill and other intangibles were addressed above. The impairment review for long-lived assets other than goodwill includes a comparison of future cash flows expected to be generated by the asset or group of assets to their current carrying value. If the carrying value of the asset or group of assets exceeds expected cash flows (undiscounted and with interest charges) an impairment loss is recognized to the extent the carrying value exceeds its fair value.

 

Revenue recognition is the recording of interest on loans and securities and is recognized based on rate multiplied by the principal amount outstanding. Interest accrual is discontinued when, in the opinion of management, the likelihood of collection becomes doubtful. Annual bankcard fees are recognized on a straight-line basis over the period that cardholders may use the card. Other noninterest income is recognized as services are performed or revenue-generating transactions are executed.

 

Stock-based compensation is recognized using the intrinsic value method for disclosure purposes. Per the requirements of FAS 123 proforma net income and earnings per share is disclosed in the footnotes to the financial statements and discloses the impact on earnings as if the fair value method had been applied.

 

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Risk Management

 

Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument. These changes may be the result of various factors, including interest rates, foreign exchange prices, commodity prices or equity prices. Financial instruments that are subject to market risk can be classified either as held for trading or held for purposes other than trading.

 

27


The Company is subject to market risk primarily through the effect of changes in interest rates of its assets held for purposes other than trading. The following discussion of interest risk, however, combines instruments held for trading and instruments held for purposes other than trading because the instruments held for trading represent such a small portion of the Company’s portfolio that the interest rate risk associated with them is immaterial.

 

Interest Rate Risk

 

In the banking industry, a major risk exposure is changing interest rates. To minimize the effect of interest rate changes to net interest income and exposure levels to economic losses, the Company manages its exposure to changes in interest rates through asset and liability management within guidelines established by its Funds Management Committee (“FMC”) and approved by the Company’s Board of Directors. The FMC has the responsibility for approving and ensuring compliance with asset/liability management policies, including interest rate exposure. The Company uses the following methods (simulation tools) for measuring and analyzing consolidated interest rate risk: Market Value of Equity Modeling (Net Portfolio Value); Net Interest Income Simulation Analysis; and, Repricing Mismatch Analysis. The Company does not use hedges or swaps to manage interest rate risk except for the use of future contracts to offset interest rate risk on specific securities held in its trading portfolio.

 

Market Value of Equity (Net Portfolio Value) Modeling

 

The Company uses the Market Value of Equity Modeling (“Net Portfolio Value”) to measure and manage interest rate sensitivity. The Net Portfolio Value measures the degree to which the market values of the Company’s assets and liabilities will change given a change in interest rates. This model is designed to represent, as of the respective date selected, the increase or decrease in the market value of assets and liabilities that would result from a hypothetical change in interest rates on such date. The Company uses a hypothetical rate change (rate shock) of 100 basis points and 200 basis points, up or down. To perform these calculations, the Company uses the current loan, investment and deposit portfolios. The Company then makes assumptions regarding new loans and deposits based on historical analysis, management’s outlook and repricing strategies. The Company also analyzes loan prepayments and other market risks from industry estimates of prepayment yields and other market changes. Given the low level of current interest rates, the down 200 basis point scenario cannot be completed as of December 31, 2003. Table 15 sets forth, for December 31, 2003 and 2002, the increase or decrease (as applicable) in Net Portfolio Value, that would be caused by the following hypothetical immediate changes in interest rates on such date: an immediate increase of 200 basis points; an immediate increase of 100 basis points; and, an immediate decrease of 100 basis points. Table 15 includes both instruments entered into for trading purposes, and the instruments entered into for other than trading purposes, since the former represents such a small portion of the Company’s portfolio that any difference in the interest rate risk associated with it (as compared with the risk associated with instruments entered into for other than trading purposes) is immaterial.

 

The net portfolio value as of December 31, 2003 is higher than December 31, 2002 at both the 100 and 200 basis points increases. The Company should benefit from rate increases because a majority of its earnings assets and deposits have been repriced. Also, the Company had higher loans at December 31, 2003 than December 31, 2002.

 

TABLE 15

 

MARKET RISK (in thousands)

 

     Net Portfolio Value

 

Rates in Basis

Points
(Rate Shock)


   December 31, 2003

    December 31, 2002

 
   Amount

   Change

    % Change

    Amount

   Change

   % Change

 

200

   $ 1,323,774    $ 278,504     26.64 %   $ 1,145,822    $ 195,631    20.59 %

100

     1,184,522      139,252     13.32       1,048,007      97,816    10.29  

Static

     1,045,270      —       —         950,191      —      —    

(100)

     1,022,952      (22,318 )   (2.14 )     993,634      43,503    4.58  

(200)

     —        —       —         —        —      —    

 

28


Net Interest Income Modeling

 

Another tool used to measure interest rate risk and the effect of interest rate changes on net interest income and net interest margin is Net Interest Income Simulation Analysis. This analysis incorporates substantially all of the Company’s assets and liabilities together with forecasted changes in the balance sheet and assumptions that reflect the current interest rate environment. Through these simulations management estimates the impact on net interest income of a 200 basis point upward or downward gradual change of market interest rates over a one year period. These simulations include assumptions about how the balance sheet is likely to change with changes in loan and deposit growth. Assumptions are made to project rates for new loans and deposits based on historical analysis, management outlook and repricing strategies. Loan prepayment and other market risks are developed from industry estimates of prepayment spreads and other market change. Since the results of these simulations can be significantly influenced by assumptions utilized, management evaluates the sensitivity of the simulation results to changes in assumptions. Due to the low level of current interest rates, the scenarios that simulate a 100 basis point and a 200 basis point decrease cannot be completed as of December 31, 2003 and 2002. Table 16 shows the net interest income increase or decrease over the next twelve months as of December 31, 2003 and 2002. Both years show that if rates rise 100 or 200 basis points, net interest income will increase. This is a result of being asset sensitive, meaning assets reprice more quickly than liabilities, giving rise to an improved Net Interest Income in an increasing rate environment, and lower Net Interest Income in a decreasing rate environment.

 

TABLE 16

 

MARKET RISK (in thousands)

 

     Net Interest Income

Rates in Basis
Points
(Rate Shock)


  

December 31, 2003
Amount

of Change


  

December 31, 2002
Amount

of Change


200

   $ 6,127    $ 8,752

100

     3,064      4,376

Static

     —        —  

(100)

     —        —  

(200)

     —        —  

 

Repricing Mismatch Analysis

 

The Company also evaluates its interest rate sensitivity position in an attempt to maintain a balance between the amount of interest-bearing assets and interest-bearing liabilities which are expected to mature or reprice at any point in time. While a traditional repricing mismatch analysis (“gap analysis”) provides a snapshot of interest rate risk, it does not take into consideration that assets and liabilities with similar repricing characteristics may not in fact reprice at the same time or the same degree. Also, it does not necessarily predict the impact of changes in general levels of interest rates on net interest income.

 

Management attempts to structure the balance sheet to provide for the repricing of approximately equal amounts of assets and liabilities within specific time intervals. Table 17 is a static gap analysis, which presents the Company’s assets and liabilities, based on their repricing or maturity characteristics. This analysis shows that the Company is in a positive gap position because assets maturing or repricing exceed liabilities.

 

29


TABLE 17

 

INTEREST RATE SENSITIVITY ANALYSIS (in millions)

 

December 31, 2003


  

1-90

Days


    91-180
Days


    181-365
Days


    Total

   

1-5

Years


   

Over

5 Years


    Total

 

Earning assets

                                                        

Loans

   $ 1,541.2     $ 118.6     $ 194.5     $ 1,854.3     $ 800.5     $ 67.5     $ 2,722.3  

Securities

     1,199.8       264.5       440.4       1,904.7       1,622.9       194.3       3,721.9  

Federal funds sold and resell agreements

     276.7       —         —         276.7       —         —         276.7  

Other

     62.6       —         —         62.6       —         —         62.6  
    


 


 


 


 


 


 


Total earning assets

   $ 3,080.3     $ 383.1     $ 634.9     $ 4,098.3     $ 2,423.4     $ 261.8     $ 6,783.5  
    


 


 


 


 


 


 


% of total earning assets

     45.4 %     5.6 %     9.4 %     60.4 %     35.7 %     3.9 %     100.0 %
    


 


 


 


 


 


 


Funding sources

                                                        

Interest-bearing demand and savings

   $ 479.3     $ —       $ —       $ 479.3     $ 530.8     $ 1,441.6     $ 2,451.7  

Time deposits

     466.7       184.0       169.0       819.7       257.0       9.1       1,085.8  

Federal funds purchased and repurchase agreements

     1,173.9       —         —         1,173.9       —         —         1,173.9  

Borrowed funds

     71.0       0.3       0.7       72.0       6.4       8.5       86.9  

Noninterest-bearing sources

     569.4       —         53.3       622.7       160.0       1,202.5       1,985.2  
    


 


 


 


 


 


 


Total funding sources

   $ 2,760.3     $ 184.3     $ 223.0     $ 3,167.6     $ 954.2     $ 2,661.7     $ 6,783.5  
    


 


 


 


 


 


 


% of total earning assets

     40.7 %     2.7 %     3.3 %     46.7 %     14.1 %     39.2 %     100.0 %

Interest sensitivity gap

   $ 320.0     $ 198.8     $ 411.9     $ 930.7     $ 1,469.2     $ (2,399.9 )        

Cumulative gap

     320.0       518.8       930.7       930.7       2,399.9       —            

As a % of total earning assets

     4.7 %     7.6 %     13.7 %     13.7 %     35.4 %     —            

Ratio of earning assets to funding sources

     1.12       2.08       2.85       1.29       2.54       (0.10 )        
    


 


 


 


 


 


       

Cumulative ratio of Earning Assets2003

     1.12       1.18       1.29       1.29       1.58       1.00          

to Funding Sources2002

     1.08       1.13       1.25       1.25       1.31       1.00          
    


 


 


 


 


 


       

 

30


Table 18

 

MATURITIES AND SENSITIVITIES TO CHANGES IN INTEREST RATES

 

(in thousands)    Due in one
year or less


   Due after
one year
through five
years


   Due after
five years


   Total

 

Variable Rate

                             

Commercial, financial and agricultural

   $ 504,287    $ 213,786    $ 15,889    $ 733,962  

Real estate construction

     5,955      300      —        6,255  

All other loans

     82,703      117,630      79,476      279,809  
    

  

  

  


Total Variable Rate Loans

     592,945      331,716      95,365      1,020,026  

Fixed Rate

                             

Commercial, financial and agricultural

     325,691      110,825      16,182      452,698  

Real estate construction

     6,981      5,180      103      12,264  

All other loans

     311,009      867,700      58,595      1,237,304  
    

  

  

  


Total Fixed Rate Loans

     643,681      983,705      74,880      1,702,266  
    

  

  

  


Total Loans

   $ 1,236,626    $ 1,315,421    $ 170,245    $ 2,722,292  
    

  

  

        

Reserve for Loan Losses

                          (43,494 )
                         


Net Loans

                        $ 2,678,798  
                         


 

Other Market Risk

 

The Company does not have material commodity price risks or derivative risks.

 

Credit Risk Management

 

Credit risk represents the risk that a customer or counterparty may not perform in accordance with contractual terms. Credit risk is inherent in the financial services business and results from extending credit to customers. The Company utilizes a centralized credit administration function, which provides information on affiliate bank risk levels, delinquencies, an internal ranking system and overall credit exposure. In addition, loan requests are centrally reviewed to insure the consistent application of the loan policy and standards. In addition, the Company has an internal loan review staff that operates independently of the affiliate banks. This review team performs periodic examinations of each bank’s loans for credit quality, documentation and loan administration. The respective regulatory authority of each affiliate bank also reviews loan portfolios.

 

Another means of ensuring loan quality is diversification. By keeping its loan portfolio diversified, the Company has avoided problems associated with undue concentrations of loans within particular industries. Commercial real estate loans comprise only 12.0% of total loans, with no history of significant losses. The Company has no significant exposure to highly leveraged transactions and has no foreign credits in its loan portfolio.

 

The allowance for loan losses, (“ALL”) has been discussed prior in this analysis. Also, please see Table 4 for a five-year analysis of the ALL. The adequacy of the ALL is reviewed quarterly, considering such items as historical loss trends, a review of individual loans, current economic conditions, loan growth and characteristics, industry or segment concentration and other factors. A primary indicator of credit quality and risk management is the level of nonperforming loans. Nonperforming loans include both nonaccrual loans and restructured loans. The Company’s nonperforming loans increased $2.1 million at December 31, 2003, compared to an increase of $3.4 million a year earlier. The major portion of nonperforming loans is due to three commercial loan customers. The Company’s nonperforming loans have not exceeded 0.50% of total loans in any of the last five years.

 

31


The Company has $78 thousand in other real estate owned as of December 31, 2003, compared to $5.0 million in 2002. The $5.0 million in 2002 was primarily associated with one foreclosed credit. Loans past due more than 90 days totaled $3.1 million at December 31, 2003 compared to $7.7 million at December 31, 2002.

 

A loan is generally placed on nonaccrual status when payments are past due 90 days or more and/or when management has considerable doubt about the borrower’s ability to repay on the terms originally contracted. The accrual of interest is discontinued and recorded thereafter only when actually received in cash.

 

Certain loans are restructured to provide a reduction or deferral of interest or principal due to deterioration in the financial condition of the respective borrowers. In 2002, there was no reduction or deferral of interest due. The balance of restructured loans was less than $1 million at December 31, 2003.

 

TABLE 19

 

LOAN QUALITY (in thousands)

 

     December 31

 
     2003

    2002

    2001

    2000

    1999

 

Nonaccrual loans

   $ 12,431     $ 9,723     $ 5,375     $ 10,239     $ 4,818  

Restructured loans

     365       989       1,904       1,272       1,474  
    


 


 


 


 


Total nonperforming loans

   $ 12,796     $ 10,712     $ 7,279     $ 11,511     $ 6,292  

Other real estate owned

     78       4,989       6,466       2,038       2,017  
    


 


 


 


 


Total nonperforming assets

   $ 12,874     $ 15,701     $ 13,745     $ 13,549     $ 8,309  
    


 


 


 


 


Loans past due 90 days or more

   $ 3,131     $ 7,672     $ 11,031     $ 7,680     $ 4,998  

Reserve for Loans Losses

     43,494       37,328       35,637       31,998       31,193  
    


 


 


 


 


Ratios

                                        

Nonperforming loans as a % of loans

     0.47 %     0.40 %     0.26 %     0.37 %     0.22 %

Nonperforming assets as a % of loans plus other real estate owned

     0.47       0.59       0.49       0.44       0.29  

Nonperforming assets as a % of total assets

     0.17       0.20       0.16       0.17       0.10  

Loans past due 90 days or more as a % of loans

     0.12       0.29       0.39       0.25       0.18  

Reserve for Loan Losses a % of loans

     1.60       1.40       1.27       1.04       1.10  

Reserve for Loan Losses a multiple of nonperforming loans

     3.40 x     3.48 x     4.9 x     2.78 x     4.96 x
    


 


 


 


 


 

Liquidity Risk

 

Liquidity represents the Company’s ability to meet financial commitments through the maturity and sale of existing assets or availability of additional funds. The most important factor in the preservation of liquidity is maintaining public confidence that facilitates the retention and growth of a large, stable supply of core deposits and wholesale funds. Ultimately, public confidence is generated through profitable operations, sound credit quality and a strong capital position. The primary source of liquidity for the Company is regularly scheduled payments on and maturity of assets, which include $3.4 billion of high-quality securities available for sale. The liquidity of the Company and its affiliate banks is also enhanced by its activity in the federal funds market and by its core deposits. Neither the Company nor its subsidiaries are active in the debt market. The traditional funding source for the Company’s subsidiary banks has been core deposits. The Company has not issued any debt since 1993 when $15 million of medium-term notes were issued to fund bank acquisitions. Prior to being paid off in February, 2003 these notes were rated A3 by Moody’s Investor Service and A- by Standard and Poor’s. Based upon regular contact with investment banking firms, management is confident in its ability to raise debt or equity capital on favorable terms, should the need arise.

 

32


The Company also has other commercial commitments that may impact liquidity. These commitments include unused commitments to extend credit, standby letters of credit and financial guarantees, and commercial letters of credit. The total amount of these commercial commitments at December 31, 2003 was $1.9 billion. Since many of these commitments expire without being drawn upon, the total amount of these commercial commitments does not necessarily represent the future cash requirements of the Company.

 

The Company’s cash requirements consist primarily of dividends to shareholders, debt service and treasury stock purchases. Management fees and dividends received from subsidiary banks traditionally have been sufficient to satisfy these requirements and are expected to be sufficient in the future. The Company’s subsidiary banks are subject to various rules regarding payment of dividends to the Company. For the most part, all banks can pay dividends at least equal to their current year’s earnings without seeking prior regulatory approval. From time to time, approvals have been requested to allow a subsidiary bank to pay a dividend in excess of its current earnings. All such requests have been approved.

 

Operational Risk

 

The Company is exposed to numerous types of operational risk. Operational risk generally refers to the risk of loss resulting from the Company’s operations, including, but not limited to: the risk of fraud by employees or persons outside the Company; the execution of unauthorized transactions by employees or others; errors relating to transaction processing and systems; and breaches of the internal control system and compliance requirements. This risk of loss also includes the potential legal or regulatory actions that could arise as a result of an operational deficiency, or as a result of noncompliance with applicable regulatory standards. Included in the legal and regulatory issues with which the Company must comply are a number of recently imposed rules resulting from the enactment of the Sarbanes-Oxley Act of 2002.

 

The Company operates in many markets and places reliance on the ability of its employees and systems to properly process a high number of transactions. In the event of a breakdown in the internal control systems, improper operation of systems or improper employee actions, the Company could suffer financial loss, face regulatory action and suffer damage to its reputation. In order to address this risk, management maintains a system of internal controls with the objective of providing proper transaction authorization and execution, safeguarding of assets from misuse or theft, and ensuring the reliability of financial and other data.

 

The Company maintains systems of controls that provide management with timely and accurate information about the Company’s operations. These systems have been designed to manage operational risk at appropriate levels given the Company’s financial strength, the environment in which it operates, and considering factors such as competition and regulation. The Company has also established procedures that are designed to ensure that policies relating to conduct, ethics and business practices are followed on a uniform basis. In certain cases, the Company has experienced losses from operational risk. Such losses have included the effects of operational errors that the Company has discovered and included as expense in the statement of income. While there can be no assurance that the Company will not suffer such losses in the future, management continually monitors and works to improve its internal controls, systems and corporate-wide processes and procedures.

 

33


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

CONSOLIDATED BALANCE SHEETS

UMB FINANCIAL CORPORATION AND SUBSIDIARIES

(in thousands except share data)

 

     December 31,

 
     2003

    2002

 
ASSETS                 

Loans:

                

Commercial, financial and agricultural

   $ 1,186,660     $ 1,348,491  

Real estate construction

     18,519       13,952  

Consumer

     928,492       823,779  

Real estate

     581,154       463,164  

Leases

     7,467       8,146  

Allowance for loan losses

     (43,494 )     (37,328 )
    


 


Net loans

     2,678,798       2,620,204  

Securities available for sale:

                

U. S. Treasury and agencies

     998,055       1,687,186  

U. S. Treasury and agencies pledged to creditors

     1,180,775       1,221,533  

State and political subdivisions

     391,869       328,152  

Mortgage-backed

     836,570       369,652  

Commercial paper and other

     8,544       113,373  
    


 


Total securities available for sale

     3,415,813       3,719,896  

Securities held to maturity—

                

State and political subdivisions (market value of $314,705 and $434,518 respectively)

     306,130       418,673  

Federal funds sold

     11,978       11,226  

Securities purchased under agreements to resell

     264,737       106,605  

Interest bearing due from banks

     1,834       1,834  

Trading securities

     60,780       71,474  
    


 


Total earning assets

     6,740,070       6,949,912  

Cash and due from banks

     647,150       691,703  

Bank premises and equipment, net

     219,281       230,678  

Accrued income

     40,428       58,261  

Goodwill on purchased affiliates

     57,428       54,761  

Other intangibles

     5,601       6,819  

Other assets

     39,023       43,425  
    


 


Total assets

     7,748,981       8,035,559  
    


 


LIABILITIES AND SHAREHOLDERS’ EQUITY

                

Deposits:

                

Noninterest-bearing demand

     2,098,122       1,817,507  

Interest-bearing demand and savings

     2,451,743       2,727,770  

Time Deposits under $100,000

     714,225       853,958  

Time Deposits of $100,000 or more

     371,597       447,712  
    


 


Total deposits

     5,635,687       5,846,947  

Securities sold under agreement to repurchase

     1,173,927       1,209,770  

Short-term debt

     70,604       94,721  

Long-term debt

     16,280       26,302  

Accrued expenses and taxes

     28,148       45,445  

Other liabilities

     12,412       9,574  
    


 


Total liabilities

     6,937,058       7,232,759  
    


 


Common stock, $1.00 par, Authorized 33,000,000 shares, 27,528,365 and 27,528,365 shares issued, and 21,694,078 and 21,982,969 shares outstanding, respectively

     27,528       27,528  

Capital surplus

     726,405       726,368  

Retained earnings

     281,556       240,295  

Accumulated other comprehensive income

     3,183       23,678  

Treasury stock, 5,834,287 and 5,545,396 shares, at cost, respectively

     (226,749 )     (215,069 )
    


 


Total shareholders’ equity

     811,923       802,800  
    


 


Total liabilities and shareholders’ equity

   $ 7,748,981     $ 8,035,559  
    


 


 

See Notes to Consolidated Financial Statements.

 

 

34


CONSOLIDATED STATEMENTS OF INCOME

UMB FINANCIAL CORPORATION AND SUBSIDIARIES

(in thousands except share and per share data)

 

     Year Ended December 31

     2003

   2002

   2001

INTEREST INCOME

                    

Loans

   $ 140,874    $ 160,536    $ 225,879

Securities:

                    

Securities available for sale—Taxable interest

     70,731      100,584      119,171

Securities available for sale—Tax exempt interest

     9,372      6,227      2,025

Securities held to maturity—Taxable interest

     140      307      395

Securities held to maturity—Tax exempt interest

     15,472      21,007      26,194
    

  

  

Total securities income

     95,715      128,125      147,785
    

  

  

Federal funds and resell agreements

     1,701      3,130      7,619

Trading securities and other

     1,472      2,692      3,593
    

  

  

Total interest income

     239,762      294,483      384,876
    

  

  

INTEREST EXPENSE

                    

Deposits

     33,174      59,407      107,927

Federal funds and repurchase agreements

     8,245      14,292      32,187

Short-term debt

     193      880      3,075

Long-term debt

     1,072      1,873      1,958
    

  

  

Total interest expense

     42,684      76,452      145,147
    

  

  

Net interest income

     197,078      218,031      239,729

Provision for loan losses

     12,005      16,738      14,745
    

  

  

Net interest income after provision for loan losses

     185,073      201,293      224,984
    

  

  

NONINTEREST INCOME

                    

Trust and securities processing

     86,490      90,393      86,640

Trading and investment banking

     20,863      17,937      18,097

Service charges on deposit accounts

     70,705      66,081      59,018

Other service charges and fees

     15,567      14,228      13,746

Bankcard fees

     31,654      29,901      29,160

Gains on sales of securities available for sale, net

     824      3,158      1,875

Other

     19,465      10,508      14,987
    

  

  

Total noninterest income

     245,568      232,206      223,523
    

  

  

NONINTEREST EXPENSE

                    

Salaries and employee benefits

     196,893      203,458      198,684

Occupancy, net

     24,720      23,937      23,778

Equipment

     42,645      44,367      50,685

Supplies and services

     23,291      23,998      21,366

Marketing and business development

     13,550      14,832      14,834

Processing fees

     20,323      19,380      16,813

Legal and consulting

     7,355      5,839      8,565

Amortization of goodwill on purchased affiliates

     —        —        5,650

Amortization of intangibles

     1,210      2,034      1,803

Other

     24,667      23,104      27,195
    

  

  

Total noninterest expense

     354,654      360,949      369,373
    

  

  

Minority interest in loss of consolidated subsidiary

     —        —        11,800
    

  

  

Income before income taxes

     75,987      72,550      90,934

Income tax expense

     17,108      15,377      25,704
    

  

  

Net income

   $ 58,879    $ 57,173    $ 65,230
    

  

  

Net income per share—basic

   $ 2.70    $ 2.59    $ 2.95

Net income per share—diluted

     2.70      2.58      2.95

Weighted average shares outstanding

     21,783,354      22,064,508      22,145,787
    

  

  

 

See Notes to Consolidated Financial Statements.

 

 

35


CONSOLIDATED STATEMENTS OF CASH FLOWS

UMB FINANCIAL CORPORATION AND SUBSIDIARIES

(in thousands)

     Year Ended December 31

 
     2003

    2002

    2001

 
OPERATING ACTIVITIES                   

Net income

   $ 58,879     $ 57,173     $ 65,230  

Adjustments to reconcile net income to net cash provided by operating activities:

                        

Provision for loan losses

     12,005       16,738       14,745  

Depreciation and amortization

     32,422       33,617       38,665  

Impairment charge for premises and equipment

     —         —         3,800  

Minority interest in net loss of subsidiary

     —         —         (11,800 )

Deferred income taxes

     (5,440 )     (2,427 )     (1,774 )

Net decrease in trading securities and other earning assets

     10,695       11,654       (4,298 )

Gains on sales of securities available for sale

     (824 )     (3,158 )     (1,875 )

Gains on sales of disposition of interest in subsidiary

     —         —         (1,699 )

Amortization of securities premiums, net of discount accretion

     25,598       7,555       (11,752 )

Earned ESOP shares

     —         2,491       2,500  

Changes in:

                        

Accrued income

     17,833       2,400       11,904  

Accrued expenses and taxes

     37       (4,254 )     (4,254 )

Other assets and liabilities, net

     7,086       (14,288 )     (14,578 )
    


 


 


Net cash provided by operating activities

     158,291       107,501       84,814  
    


 


 


INVESTING ACTIVITIES

                        

Proceeds from maturities of securities held to maturity

     123,818       138,229       151,189  

Proceeds from sales of securities available for sale

     51,617       216,717       102,488  

Proceeds from maturities of securities available for sale

     13,076,191       16,607,874       26,938,184  

Purchases of securities held to maturity

     —         (160 )     (975 )

Purchases of securities available for sale

     (12,879,353 )     (16,566,368 )     (28,549,061 )

Net (increase) decrease in loans

     (83,256 )     125,809       249,093  

Net (increase) decrease in fed funds and resell agreements

     (158,884 )     4,014       37,200  

Investment in consolidated subsidiary

     (2,659 )     (1,787 )     —    

Purchases of bank premises and equipment

     (20,081 )     (23,736 )     (32,003 )

Net change in unsettled securities transactions

     —         2,078       (39,129 )

Deconsolidation of subsidiary

     —         —         (390 )

Purchase of financial organization, net of cash received

     —         —         (26,015 )

Proceeds from sales of bank premises and equipment

     266       4,296       533  
    


 


 


Net cash provided by (used in) investing activities

     107,659       506,966       (1,168,886 )
    


 


 


FINANCING ACTIVITIES

                        

Net increase (decrease) in demand and savings deposits

     4,588       (628,862 )     443,037  

Net increase (decrease) in time deposits

     (215,848 )     100,298       (2,730 )

Net increase (decrease) in fed funds/ repurchase agreements

     (35,843 )     (78,868 )     378,883  

Net change in short-term debt

     (24,117 )     (78,325 )     102,720  

Proceeds from long-term debt

     5,995       2,500       3,700  

Repayment of long-term debt

     (16,017 )     (3,586 )     (3,353 )

Cash dividends

     (17,618 )     (17,658 )     (17,000 )

Proceeds from exercise of stock options and sales of treasury shares

     431       598       787  

Purchases of treasury stock

     (12,074 )     (9,533 )     (6,624 )
    


 


 


Net cash provided by (used in) financing activities

     (310,503 )     (713,436 )     899,420  
    


 


 


Decrease in cash and due from banks

     (44,553 )     (98,969 )     (184,652 )

Cash and due from banks at beginning of year

     691,703       790,672       975,324  
    


 


 


Cash and due from banks at end of year

   $ 647,150     $ 691,703     $ 790,672  
    


 


 


Supplemental disclosures:

                        

Income taxes paid

   $ 19,818     $ 16,671     $ 29,629  

Total interest paid

     46,790       81,076       150,673  
    


 


 


 

Note: Certain noncash transactions regarding the application of SFAS No. 115, guaranteed ESOP debt transactions and common stock issued for acquisitions and stock dividends are disclosed in the accompanying financial statements and notes to financial statements.

 

See Notes to Consolidated Financial Statements.

 

 

36


CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

UMB FINANCIAL CORPORATION AND SUBSIDIARIES

(in thousands)

 

     Common
Stock


   Capital
Surplus


   Retained
Earnings


    Accumulated
Other
Comprehensive
Income (Loss)


    Treasury
Stock


    Unearned
ESOP


    Total

 

Balance—January 1, 2001

   $ 26,472    $ 683,220    $ 196,705     $ 1,776     $ (200,248 )   $ (4,991 )   $ 702,934  

Comprehensive income

                                                      

Net income

     —        —        65,230       —         —         —         65,230  

Other comprehensive income, change in unrealized gains on securities of $33,594 net of tax of $11,825, and the reclassification adjustment for gains included in net income of $1,875 net of tax $856

     —        —        —         20,750       —         —         20,750  
    

  

  


 


 


 


 


Total comprehensive income

                                                   85,980  

Cash dividends ($0.76 per share)

     —        —        (17,000 )     —         —         —         (17,000 )

Stock dividend (5%)

     1,056      43,099      (44,155 )     —         —         —         —    

Earned ESOP shares

     —        —        —         —         —         2,500       2,500  

Purchase of treasury stock

     —        —        —         —         (6,624 )     —         (6,624 )

Sale of treasury stock

     —        —        —         —         38       —         38  

Exercise of stock options

     —        28      —         —         721       —         749  
    

  

  


 


 


 


 


Balance—December 31, 2001

     27,528      726,347      200,780       22,526       (206,113 )     (2,491 )     768,577  

Comprehensive income

                                                      

Net income

     —        —        57,173       —         —         —         57,173  

Other comprehensive income, change in unrealized gains on securities of $4,958, net of tax $1,785 and the reclassification adjustment for gains included in net income of $3,158 net of tax $1,137

     —        —        —         1,152       —         —         1,152  
    

  

  


 


 


 


 


Total comprehensive income

                                                   58,325  

Cash dividends ($0.80 per share)

     —        —        (17,658 )     —         —         —         (17,658 )

Earned ESOP shares

     —        —        —         —         —         2,491       2,491  

Purchase of treasury stock

     —        —        —         —         (9,533 )     —         (9,533 )

Sale of treasury stock

     —        —        —         —         27       —         27  

Exercise of stock options

     —        21      —         —         550       —         571  
    

  

  


 


 


 


 


Balance—December 31, 2002

     27,528      726,368      240,295       23,678       (215,069 )     —         802,800  

Comprehensive income

                                                      

Net income

     —        —        58,879       —         —         —         58,879  

Other comprehensive income, change in unrealized gain on securities of $33,060, net of tax $12,035 and the reclassification adjustment for gains included in net income of $824 net of tax $294

     —        —        —         (20,495 )     —         —         (20,495 )
    

  

  


 


 


 


 


Total comprehensive income

                                                   38,384  

Cash dividends ($0.81 per share)

     —        —        (17,618 )     —         —         —         (17,618 )

Purchase of treasury stock

     —        —        —         —         (12,074 )     —         (12,074 )

Sale of treasury stock

     —        —        —         —         30       —         30  

Exercise of stock options

     —        37      —         —         364       —         401  
    

  

  


 


 


 


 


Balance—December 31, 2003

   $ 27,528    $ 726,405    $ 281,556     $ 3,183     $ (226,749 )   $ —       $ 811,923  
    

  

  


 


 


 


 


 

See Notes to Consolidated Financial Statements

 

37


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS

 

1.   SUMMARY OF ACCOUNTING POLICIES

 

The Company is a multi-bank holding company, which offers a wide range of banking services to its customers through its branches and offices in the states of Missouri, Kansas, Colorado, Illinois, Oklahoma, Nebraska and Wisconsin. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions 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 those estimates. Following is a summary of the more significant accounting policies to assist the reader in understanding the financial presentation.

 

Consolidation

 

The Company and its subsidiaries are included in the consolidated financial statements (reference hereinafter to the “Company” in these Notes to Financial Statements include wholly owned subsidiaries). Intercompany accounts and transactions have been eliminated. The consolidated statements of income for the period from January 1, 2001 to May 18, 2001 include the results of eScout LLC, a partially-owned subsidiary of the Company. According to the terms of eScout’s operating agreement, operating losses have been allocated to the outside minority investors. As a result, these losses have been eliminated through minority interest in loss of consolidated subsidiary. On May 18, 2001, the Company sold a portion of its ownership of eScout, reducing its ownership interest. As a result, the Company’s investment in eScout is being accounted for using the equity method from that time.

 

Revenue Recognition

 

Interest on loans and securities is recognized based on rate times the principal amount outstanding. Interest accrual is discontinued when, in the opinion of management, the likelihood of collection becomes doubtful. Annual bankcard fees are recognized on a straight-line basis over the period that cardholders may use the card. Other noninterest income is recognized as services are performed or revenue-generating transactions are executed.

 

Loans

 

Affiliate banks enter into lease financing transactions that are generally recorded under the financing method of accounting. Income is recognized on a basis that results in an approximate level rate of return over the life of the lease.

 

A loan is considered to be impaired when management believes it is probable that it will be unable to collect all principal and interest due according to the contractual terms of the loan. If a loan is impaired, the Company records a loss valuation allowance equal to the carrying amount of the loan in excess of the present value of the estimated future cash flows discounted at the loan’s effective rate, based on the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. Real estate and consumer loans are collectively evaluated for impairment. Commercial loans are evaluated for impairment on a loan-by-loan basis.

 

The adequacy for the allowance for loan losses is based on management’s continuing evaluation of the pertinent factors underlying the quality of the loan portfolio, including actual loan loss experience, current economic conditions, detailed analysis of individual loans for which full collectibility may not be assured, determination of the existence and realizable value of the collateral and guarantees securing such loans. The actual losses, notwithstanding such considerations, however, could differ significantly from the amounts estimated by management.

 

38


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

Securities

 

Debt securities available for sale principally include U.S. Treasury and agency securities and mortgage-backed securities. Securities classified as available for sale are measured at fair value. Unrealized holding gains and losses are excluded from earnings and reported in accumulated other comprehensive income until realized. Realized gains and losses on sales are computed by the specific identification method at the time of disposition and are shown separately as a component of noninterest income.

 

Securities held to maturity are carried at amortized historical cost based on management’s intention, and the Company’s ability, to hold them to maturity. The Company classifies most securities of state and political subdivision as held to maturity. Certain significant unforeseeable changes in circumstances may cause a change in the intent to hold these securities to maturity. For example, such changes may include deterioration in the issuer’s credit-worthiness that is expected to continue or a change in tax law that eliminates the tax-exempt status of interest on the security.

 

Trading securities, generally acquired for subsequent sale to customers, are carried at market value. Market adjustments, fees and gains or losses on the sale of trading securities are considered to be a normal part of operations and are include in trading and investment banking income. Interest income on trading securities is included in income from earning assets.

 

Goodwill and Other Intangibles

 

Effective January 1, 2002 goodwill and other intangibles are accounted for under SFAS No. 142. Prior to January 1, 2002, goodwill and other intangibles were amortized using the straight-line method over periods up to 40 years. As a result of the adoption of SFAS No. 142, the Company has segregated goodwill acquired from prior acquisitions into the separate line items of goodwill and other intangibles in the accompanying consolidated balance sheets. Goodwill is no longer amortized but is tested for impairment annually. Effective January 1, 2002 the Company performed the transitional impairment test of goodwill in accordance with SFAS No. 142; which resulted in no impairment charge. The Company has elected November 30 as its annual measurement date for testing impairment and as a result of the impairment tests performed on that date in 2003 and 2002, no impairment charge was recorded. Other intangible assets are amortized over a period of 10 years.

 

Bank Premises and Equipment

 

Bank premises and equipment are stated at cost less accumulated depreciation, which is computed primarily on accelerated methods. Bank premises are depreciated over 20 to 40 year lives, while equipment is depreciated over lives of 3 to 20 years.

 

Impairment of Long-Lived Assets

 

Long-lived assets, including premises and equipment, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or group of assets may not be recoverable. The impairment review includes a comparison of future cash flows expected to be generated by the asset or group of assets to their current carrying value. If the carrying value of the asset or group of assets exceeds expected cash flows (undiscounted and without interest charges), an impairment loss is recognized to the extent the carrying value exceeds fair value.

 

Taxes

 

The Company recognizes certain income and expenses in different time periods for financial reporting and income tax purposes. The provision for deferred income taxes is based on the liability method and represents the change in the deferred income tax accounts during the year, including the effect of enacted tax rate changes.

 

39


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

Per Share Data

 

Basic income per share is computed based on the weighted average number of shares of common stock outstanding during each period. Diluted income per share includes the diluted effect of issueable stock options outstanding during each year.

 

Reclassification

 

Certain reclassifications were made to the 2002 and 2001 consolidated financial statements to conform to the current year presentations.

 

Accounting for Stock-Based Compensation

 

In accordance with SFAS No. 123, “Accounting for Stock-based Compensation”, the Company has elected to account for stock-based compensation using the intrinsic value method under the provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”. The following table illustrates the effect on net income and earnings per share, if the Company had applied the fair value recognition provisions of SFAS No. 123, to stock-based employee compensation.

 

     Year Ended December 31

 
     2003

    2002

    2001

 

Net income, as reported

   $ 58,879     $ 57,173     $ 65,230  

Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects

     414       355       323  
    


 


 


Pro forma net income

   $ 58,465     $ 56,818     $ 64,907  
    


 


 


The following table summarizes the weighted average fair value of the granted options, determined using the Black-Scholes option pricing model and the assumptions used in their determination.

 

  

Earnings per share:

                        

Basic—as reported

     2.70       2.59       2.95  

Basic—pro forma

     2.68       2.58       2.93  

Diluted—as reported

     2.70       2.58       2.95  

Diluted—pro forma

     2.68       2.56       2.93  

Black-Scholes pricing model:

                        

Weighted average fair value of the granted options

   $ 11.98     $ 9.42     $ 11.55  

Weighted average risk-free interest rate

     3.21 %     3.69 %     5.19 %

Expected option life in years

     8.75       8.75       8.75  

Expected volatility

     19.92 %     20.44 %     19.71 %

Expected dividend yield

     1.70 %     2.05 %     2.05 %

 

2.   NEW ACCOUNTING PRONOUNCEMENTS

 

Accounting for Business Combinations and Intangible Assets    In June 2001, the FASB issued SFAS No. 141 “Business Combinations,” and SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No 141

 

40


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

requires the purchase method of accounting for business combinations initiated after June 30, 2001 and eliminates the pooling-of-interests method. Business combinations consummated subsequent to June 30, 2001 are accounted for under the provisions of the new statement. SFAS No. 142, which was effective for the Company on January 1, 2002, requires among other things, the discontinuance of goodwill amortization. In addition, the Statement includes provisions for the reclassification of certain existing recognized intangibles as goodwill, reassessment of the useful lives of existing recognized intangibles, reclassification of certain intangibles out of previously reported goodwill and identification of reporting units for the purpose of assessing potential future impairments of goodwill. SFAS No. 142 also requires the Company to complete a transitional goodwill impairment test within six months from the date of adoption. Effective January 1, 2002 the Company has discontinued the amortization of goodwill. The related goodwill amortization expense was $5,650,000 for the year ended 2001. Management has evaluated goodwill for impairment and did not record an impairment charge on the Company’s consolidated financial statements in each of the fiscal years ended December 31, 2003 and 2002.

 

Accounting for the Impairment or Disposal of Long-Lived Assets    In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. This statement requires that a long-lived asset to be abandoned, exchanged for a similar productive asset, or distributed to owners in a spin-off be considered held until it is disposed of. To resolve implementation issues, this statement requires that the depreciable lives of long lived assets to be abandoned be revised in accordance with APB opinion No. 20, “Accounting Changes” and amends APB Opinion No. 29 “Accounting for Nonmonetary Transactions”, to require that an impairment loss be recognized at the date a long-lived asset is exchanged for a similar productive asset or distributed to owners in a spin-off if the carrying amount of the asset exceeds its fair value. The effective date of this statement is for fiscal years after December 31, 2001. Implementation of this statement on January 1, 2002 did not have a material effect on the Company’s consolidated financial statements.

 

Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13 and Technical Corrections    In April 2002 the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44 and 64, amendment of FASB Statement No. 13 and Technical Corrections”. This statement rescinds the following pronouncements: FASB Statement No. 4, 44 and 64. This Statement also amends APB Opinion No. 30 and FASB Statements No. 13, 15, 22 and 144. This Statement also makes technical corrections to APB Opinion No. 28 and 30, and FASB Statements 13, 19 and 66. The effective date of this statement was May 15, 2002. Implementation of the statement did not have a material effect on the Company’s consolidated financial statements.

 

Accounting for Costs Associated with Exit or Disposal Activities    In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”. This statement applies to costs associated with an exit activity that does not involve newly acquired business or a disposal activity covered by SFAS No. 144. The provisions of this Statement are effective for exit or disposal activities initiated after December 31, 2002. Implementation of this statement did not have a material effect on the Company’s consolidated financial statements.

 

Acquisitions of Certain Financial Institutions    In October 2002, the FASB issued SFAS No. 147, “Acquisition of Certain Financial Institutions”. This Statement addresses the financial accounting and reporting for the acquisition of all or part of financial institutions and removes the acquisition from the scope of SFAS No. 72. This Statement is in effect for all acquisitions after October 1, 2002. Implementation of this statement did not have a material effect on the Company’s consolidated financial statements.

 

Accounting for Stock-Based Compensation—Transition and Disclosure-an Amendment of FASB Statement 123    In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based

 

41


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

Compensation—Transition and Disclosure—an Amendment of FASB Statement 123”. This Statement amends FASB Statement No. 123, “Accounting for Stock-Based Compensation” to provide alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation. It also amends the disclosure provisions of that Statement to require disclosure about the effects on reported net income of an entity’s accounting policy decision with respect to stock-based employee compensation. Finally, this Statement amends APB Opinion No. 28 “Interim Financial Reporting”, to require disclosure about those effects in interim financial information. The Statement is effective for fiscal years ending December 31, 2002. The Company has included the required disclosures in the notes to these financial statements and plans to continue accounting for stock-based compensation under APB Opinion No. 25.

 

Accounting for Guarantees    In November 2002, the FASB issued Financial Interpretation (FIN) No. 45, “Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others”. FIN No. 45 requires a guarantor to recognize, at the inception of the guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. It also provides additional guidance on the disclosure of guarantees. The recognition and measurement provisions are effective for guarantees made or modified after December 31, 2002. The disclosure provisions are effective for fiscal periods ended after December 15, 2002 and have been implemented herein. The Company’s adoption of the measurement provisions of FIN No. 45 in 2003 did not have a material impact on the consolidated financial statements.

 

Consolidation of Variable Interest Entities    In January 2003, the FASB issued FIN No. 46, “Consolidation of Variable Interest Entities”, which was revised by FIN No. 46 (Revised December 1, 2003), “Consolidation of Variable Interest Entities”. FIN No. 46 requires consolidation by business enterprises of variable interest entities that meet certain requirements. FIN No. 46 (R) changes the effective date of FIN No. 46 for certain entities. Public companies shall apply either FIN No. 46 or FIN No. 46 (R) to their interests in special purpose entities (SPE) as of the first interim or annual period ending after December 15, 2003. The decision to apply FIN No 46 or FIN No. 46(R) may be made on an SPE by SPE basis. The Company’s adoption of FIN No. 46 and FIN No. 46(R) did not have a significant impact on its consolidated financial statements.

 

Amendment of Statement 133 on Derivative Instruments and Hedging Activities    In April, 2003, FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” The statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts under FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities”. This statement is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. Implementation of this statement did not have a material effect on the Company’s consolidated financial statements.

 

Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity    In May 2003, FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” The statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were formerly classified as equity. This statement was effective for financial instruments entered into or modified after May 31, 2003, and otherwise was effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatory, redeemable financial instruments of nonpublic entities. Implementation of this statement did not have a material effect on the Company’s consolidated financial statements.

 

42


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

3.   LOANS AND ALLOWANCE FOR LOAN LOSSES

 

Maturities and Sensitivities to Changes in Interest Rates

 

This table details loan maturities by variable and fixed rates as of December 31, 2003 (in thousands):

 

     Due in one
year or less


   Due after
one year
through five
years


   Due after
five years


   Total

 

Variable Rate

                             

Commercial, financial and agricultural

   $ 504,287    $ 213,786    $ 15,889    $ 733,962  

Real estate construction

     5,955      300      —        6,255  

All other loans

     82,703      117,630      79,476      279,809  
    

  

  

  


Total variable rate loans

     592,945      331,716      95,365      1,020,026  

Fixed Rate

                             

Commercial, financial and agricultural

     325,691      110,825      16,182      452,698  

Real estate construction

     6,981      5,180      103      12,264  

All other loans

     311,009      867,700      58,595      1,237,304  
    

  

  

  


Total fixed rate loans

     643,681      983,705      74,880      1,702,266  
    

  

  

  


Total loans

   $ 1,236,626    $ 1,315,421    $ 170,245    $ 2,722,292  
    

  

  

  


Reserve for loan losses

                          (43,494 )
                         


Net loans

                        $ 2,678,798  
                         


 

Allowance for Loan Losses

 

This table provides an analysis of the allowance for loan losses for the three years ended December 31, 2003 (in thousands):

 

     Year Ended December 31

 
     2003

    2002

    2001

 

Allowance—beginning of year

   $ 37,328     $ 35,637     $ 31,998  

Additions(deductions):

                        

Charge-offs

   $ (11,337 )   $ (18,360 )   $ (16,760 )

Recoveries

     5,498       3,313       5,654  
    


 


 


Net charge-offs

   $ (5,839 )   $ (15,047 )   $ (11,106 )
    


 


 


Provision charged to expense

     12,005       16,738       14,745  
    


 


 


Allowance—end of year

   $ 43,494     $ 37,328     $ 35,637  
    


 


 


 

Impaired Loans under SFAS 114

 

This table provides an analysis of impaired loans for the three years ended December 31, 2003 (in thousands):

 

     Year Ended December 31

     2003

   2002

   2001

Total impaired loans as of December 31

   $ 10,725    $ 8,269    $ 3,891

Amount of impaired loans which have a related allowance

     1,898      1,491      1,426

Amount of related allowance

     1,030      1,491      883

Remaining impaired loans with no allowance

     8,827      6,778      2,465

Average recorded investment in impaired loans during year

     10,290      12,708      7,474

 

43


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

4.   SECURITIES AVAILABLE FOR SALE

 

This table below provides detailed information for securities available for sale at December 31, 2003 and 2002 (in thousands):

 

2003


   Amortized
Cost


   Unrealized
Gains


   Unrealized
Losses


    Fair Value

U.S. Treasury

   $ 848,687    $ 3,759    $ (204 )   $ 852,242

U.S. Agencies

     1,324,259      2,475      (146 )     1,326,588

Mortgage-backed

     840,277      2,890      (6,597 )     836,570

State and political subdivisions

     388,971      3,698      (800 )     391,869

Federal Reserve Bank stock

     7,410      —        —         7,410

Equity and other

     1,134      —        —         1,134
    

  

  


 

Total

   $ 3,410,738    $ 12,822    $ (7,747 )   $ 3,415,813
    

  

  


 

2002


                    

U.S. Treasury

   $ 1,160,226    $ 18,842    $ (86 )   $ 1,178,982

U.S. Agencies

     1,722,060      8,166      (489 )     1,729,737

Mortgage-backed

     363,293      6,459      (100 )     369,652

State and political subdivisions

     323,640      5,100      (588 )     328,152

Commercial paper

     105,735      —        —         105,735

Federal Reserve Bank stock

     6,726      —        —         6,726

Equity and other

     912      —        —         912
    

  

  


 

Total

   $ 3,682,592    $ 38,567    $ (1,263 )   $ 3,719,896
    

  

  


 

The following table presents contractual maturity information for securities available for sale at December 31, 2003 (in thousands):

 

     Amortized Cost

   Fair Value

Due in 1 year or less

   $ 1,594,072    $ 1,597,882

Due in 1 year through 5 years

     920,150      924,991

Due after 5 years through 10 years

     41,942      42,113

Due after 10 years

     5,753      5,713
    

  

Total

   $ 2,561,917    $ 2,570,699

Mortgage-backed securities

     840,277      836,570

Equity securities and other

     8,544      8,544
    

  

Total securities available for sale

   $ 3,410,738    $ 3,415,813
    

  

 

Securities may be disposed of before contractual maturities due to sales by the Company or because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

Securities available for sale with a market value of $2,948,103,000 at December 31, 2003 and $3,100,337,000 at December 31, 2002 were pledged to secure U.S. Government deposits, other public deposits and certain trust deposits as required by law.

 

During 2003, proceeds from the sales of securities available for sale were $51,617,000 compared to $216,717,000 for 2002. Securities transactions resulted in gross realized gains of $824,000 for 2003, $3,334,000 for 2002 and $1,876,000 for 2001. The gross realized losses were $0 for 2003, $176,000 for 2002 and $1,000 for 2001.

 

The net realized gains on trading securities at December 31, 2003 and 2002 were $113,300 and $73,300 respectively, and were included in trading and investment banking income.

 

44


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

Securities Held to Maturity

 

The table below provides detailed information of securities held to maturity at December 31, 2003 and 2002 (in thousands):

 

 

     December 31

2003


   Amortized Cost

   Unrealized Gains

   Unrealized Losses

    Fair Value

State and political subdivisions

   $ 306,130    $ 8,578    $ (3 )   $ 314,705
    

  

  


 

2002


                    

State and political subdivisions

   $ 418,673    $ 15,866    $ (21 )   $ 434,518
    

  

  


 

 

The following table presents contractual maturity information of securities held to maturity at December 31, 2003 (in thousands):

 

     Amortized Cost

   Fair Value

Due in 1 year or less

   $ 128,529    $ 130,576

Due after 1 year through 5 years

     156,384      162,912

Due after 5 years through 10 years

     4,966      4,966

Due after 10 years

     16,251      16,251
    

  

Total securities held to maturity

   $ 306,130    $ 314,705
    

  

 

Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

There were no sales of securities held to maturity during 2003 and 2002; however, during 2001 proceeds from sales of securities held to maturity were $116,000.

 

Securities held to maturity and some municipals available for sale with a market value of $619,025,000 at December 31, 2003 and $658,178,000 at December 31, 2002 were pledged to secure U.S. Government deposits, other public deposits and certain Trust deposits as required by law.

 

The following table shows the Company’s investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2003 (in thousands).

 

     Less than 12 months

   12 months or more

   Total

     Fair Value

   Unrealized
Losses


   Fair
Value


   Unrealized
Losses


   Fair Value

   Unrealized
Losses


Description of Securities

                                         

U.S. Treasury obligations and direct obligations of U.S. government agencies

   $ 33,783    $ 349    $ —      $ —      $ 33,783    $ 349

Federal agency mortgage-backed securities

     503,759      6,598      —        —        503,759      6,598

Municipal securities available for sale

     134,527      626      11,033      174      145,560      800

Municipal securities held to maturity

     1,243      2      1,002      1      2,245      3
    

  

  

  

  

  

Total debt securities

   $ 673,312    $ 7,575    $ 12,035    $ 175    $ 685,347    $ 7,750
    

  

  

  

  

  

 

45


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

5.  SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL

 

The Company regularly enters into agreements for the purchase of securities with simultaneous agreements to resell (resell agreements). The agreements permit the Company to sell or repledge these securities. Resell agreements were $264,737,000 and $106,605,000 at December 31, 2003 and 2002, respectively. Of those balances, $0 in 2003 and $67,433,000 in 2002 were resold under repurchase agreements.

 

6.  LOANS TO OFFICERS AND DIRECTORS

 

Certain Company and principal affiliate bank executive officers and directors, including companies in which those persons are principal holders of equity securities or are general partners, borrow in the normal course of business from affiliate banks of the Company. All such loans have been made on the same terms, including interest rates and collateral, as those prevailing at the same time for comparable transactions with unrelated parties. In addition, all such loans are current as to repayment terms. For the years 2003 and 2002, an analysis of activity with respect to such aggregate loans to related parties appears below (in thousands)

 

     Year Ended December 31

 
     2003

    2002

 

Balance—beginning of year

   $ 114,042     $ 174,392  

New loans

     104,956       46,693  

Repayments

     (86,024 )     (107,043 )
    


 


Balance—end of year

   $ 132,974     $ 114,042  
    


 


 

 

7.  GOODWILL AND OTHER INTANGIBLES

 

The effect of the cessation of goodwill amortization, pursuant to SFAS No. 142, is summarized for the three years ended December 31, 2003, 2002 and 2001

     Year Ended December 31

     2003

   2002

   2001

Reported net income

   $ 58,879    $ 57,173    $ 65,230

Goodwill amortization

     —        —        5,650
    

  

  

Adjusted net income

   $ 58,879    $ 57,173    $ 70,880
    

  

  

Reported basic earnings per share

   $ 2.70    $ 2.59    $ 2.95

Goodwill amortization

     —        —        0.26
    

  

  

Adjusted basic earnings per share

   $ 2.70    $ 2.59    $ 3.21
    

  

  

 

Changes in the carrying amount of goodwill for the year ended December 31, 2003 by operating segment are as follows (in thousands):

     Retail
Banking


   Trust and
Wealth
Management


   Investment
Services
Group


   Total

Balances of January 1, 2002

   $ 34,743    $ 10,479    $ 7,752    $ 52,974

Additional earn-out payment for 2001 acquisition of Sunstone Financial Group, Inc.

                   1,787      1,787
    

  

  

  

Balances as of December 31, 2002

   $ 34,743    $ 10,479    $ 9,539    $ 54,761

Additional earn-out payment for 2001 acquisition of Sunstone Financial Group, Inc.

     —        —        2,667      2,667
    

  

  

  

Balances as of December 31, 2003

   $ 34,743    $ 10,479    $ 12,206    $ 57,428
    

  

  

  

 

46


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

Following are the intangible assets that continue to be subject to amortization (in thousands):

 

     As of December 31, 2003

     Gross Carrying
Amount


   Accumulated
Amortization


   Net Carrying
Amount


Amortized intangible assets

                    

Core deposit intangibles assets

   $ 16,777    $ 16,715    $ 62

Other intangible assets

     7,200      1,661      5,539
    

  

  

Total

   $ 23,977    $ 18,376    $ 5,601
    

  

  

     As of December 31, 2002

Amortized intangible assets

                    

Core deposit intangibles assets

   $ 16,777    $ 16,228    $ 549

Other intangible assets

     7,200      930      6,270
    

  

  

Total

   $ 23,977    $ 17,158    $ 6,819
    

  

  

     Year Ended December 31

     2003

   2002

   2001

Aggregate amortization expense

   $ 1,210    $ 2,034    $ 1,803
    

  

  

 

 

Estimated amortization expense of intangible assets on future years:

 

For the year ended December 31, 2004

   $ 742

For the year ended December 31, 2005

     742

For the year ended December 31, 2006

     742

For the year ended December 31, 2007

     742

For the year ended December 31, 2008

     742

 

8.   BANK PREMISES AND EQUIPMENT

 

Bank premises and equipment consisted of the following (in thousands):

 

     December 31

 
     2003

    2002

 

Land

   $ 39,500     $ 39,750  

Buildings and leasehold improvements

     239,478       233,464  

Equipment

     228,560       245,886  
    


 


       507,538       519,100  

Accumulated depreciation

     (288,257 )     (288,422 )
    


 


Bank premises and equipment, net

   $ 219,281     $ 230,678  
    


 


 

Included in the results for 2001 was a year-end charge of approximately $3.8 million related to the write-off and disposition of certain non-strategic assets, primarily real estate.

 

Consolidated rental and operating lease expenses were $4,442,000 in 2003, $4,301,000 in 2002 and $5,444,000 in 2001. Consolidated bank premises and equipment depreciation and amortization expenses were

 

47


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

$31,212,000 in 2003, $31,583,000 in 2002 and $31,212,000 in 2001. Minimum rental commitments as of December 31, 2003 for all non-cancelable operating leases are: 2004—$4,469,000; 2005—$4,111,000; 2006—$3,201,000; 2007—$2,557,000; 2008—$2,306,000; and thereafter—$10,179,000.

 

9.   BORROWED FUNDS

 

The components of the Company’s short-term and long-tem debt are as follows (in thousands):

 

     December 31

Short-term debt    2003

   2002

U. S. Treasury demand notes and other

   $ 70,604    $ 94,721
    

  

Long-term debt

             

7.30% senior note due 2003

   $ —      $ 15,000

Regional Housing Commission Development

     —        100

Federal Home Loan Bank 3.80% due 2018

     2,495      —  

Federal Home Loan Bank 4.53% due 2018

     1,719      —  

Federal Home Loan Bank 4.75% due 2018

     1,531      —  

Federal Home Loan Bank 5.97% due 2017

     2,236      2,341

Federal Home Loan Bank 5.89% due 2014

     3,100      3,295

Federal Home Loan Bank 5.84% due 2009

     3,224      3,401

Federal Home Loan Bank 7.13% due 2010

     1,234      1,385

Federal Home Loan Bank 7.61% due 2015

     741      780
    

  

Total long-term debt

   $ 16,280    $ 26,302
    

  

Total borrowed funds

   $ 86,884    $ 121,023
    

  

 

Aggregate annual repayments of long-term debt at December 31, 2003 are as follows (in thousands):

 

2004

   $ 1,012

2005

     1,075

2006

     1,141

2007

     1,212

2008

     1,288

Thereafter

     10,552
    

Total

   $ 16,280
    

 

Long-term debt represents direct, unsecured obligations of the parent company and secured obligation of affiliate banks. The 7.3% senior note was paid February 2003.

 

All of the Federal Home Loan Bank notes are secured by investment securities of the Company. Federal Home Loan Bank notes require monthly principal and interest payments and require a substantial penalty for payoffs prior to the maturity date.

 

The Company enters into sales of securities with simultaneous agreements to repurchase (repurchase agreements). The amounts received under these agreements represent short-term borrowings and are reflected as a separate item in the consolidated balance sheets. The amount outstanding at December 31, 2003 was $1,173,927,000 (with accrued interest payable of $23,000) of that amount there were $0 reverse repurchase agreements (“resell agreements”) as of December 31, 2003. The amount outstanding at December 31, 2002, was

 

48


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

$1,209,770,000 (with accrued interest payable of $31,000) of that amount; $67,433,000 represented sales of securities under resell agreements. The carrying amounts and market values of the securities and the related repurchase liabilities and weighted average interest rates of the repurchase liabilities (grouped by maturity of the repurchase agreements) were as follows as of December 31, 2003 (in thousands):

 

Maturity of the Repurchase Liabilities


   Securities
Market
Value


   Repurchase
Liabilities


   Weighted
Average
Interest
Rate


 

On Demand

   $ 1,180,190    $ 1,173,334    0.72 %

2 to 30 days

     51      50    0.94  

31 to 90 days

     534      543    1.21  
    

  

  

Total

   $ 1,180,775    $ 1,173,927    0.72 %
    

  

  

 

10.   REGULATORY REQUIREMENTS

 

Payment of dividends by the affiliate banks to the parent company is subject to various regulatory restrictions. For national banks, the governing regulatory agency must approve the declaration of any dividends generally in excess of the sum of net income for that year and retained net income for the preceding two years. At December 31, 2003, approximately $19,155,000 of the equity of the affiliate banks was available for distribution as dividends to the parent company without prior regulatory approval or without reducing the capital of the respective affiliate banks below prudent levels.

 

Certain affiliate banks maintain reserve balances with the Federal Reserve Bank as required by law. During 2003, this amount averaged $83,364,000, compared to $55,029,000 in 2002.

 

The Company is required to maintain minimum amounts of capital to total “risk weighted” assets, as defined by the banking regulators. At December 31, 2003, the Company is required to have minimum Tier 1 and Total capital ratios of 4.00% and 8.00%, respectively. The Company’s actual ratios at that date were 19.13% and 20.25%, respectively. The Company’s leverage ratio at December 31, 2003, was 10.69%.

 

As of December 31, 2003, the most recent notification from the Office of Comptroller of the Currency categorized all of the affiliate banks as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized all of the Company’s affiliate banks must maintain total risk-based, Tier 1 risk-based and Tier 1 leverage ratios of 10.0%, 6.0% and 5.0%, respectively. There are no conditions or events since that notification that management believes have changed the affiliate banks’ category.

 

49


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

Actual capital amounts as well as required and well-capitalized Tier 1, Total and Tier 1 Leverage ratios as of December 31 for the Company and its largest banks are as follows (in thousands):

 

     2003

 
     Actual

    For Capital
Adequacy
Purposes


    To Be Well
Capitalized Under
Prompt Corrective
Action Provisions


 
     Amount

   Ratio

    Amount

   Ratio

    Amount

   Ratio

 

Tier 1 Capital:

                                       

UMB Financial Corporation

   $ 745,711    19.13 %   $ 155,898    4.00 %   $ N/A    N/A %

UMB Bank, n. a.

     486,703    14.46       134,594    4.00       201,892    6.00  

UMB National Bank of America

     66,674    36.26       7,354    4.00       11,032    6.00  

Total Capital:

                                       

UMB Financial Corporation

     789,205    20.25       311,796    8.00       N/A    N/A  

UMB Bank, n. a.

     521,501    15.50       269,189    8.00       336,486    10.00  

UMB National Bank of America

     68,560    37.29       14,709    8.00       18,386    10.00  

Tier 1 Leverage:

                                       

UMB Financial Corporation

     745,711    10.69       278,936    4.00       N/A    N/A  

UMB Bank, n. a.

     486,703    8.27       235,524    4.00       294,405    5.00  

UMB National Bank of America

     66,674    12.13       21,991    4.00       27,489    5.00  
     2002

 

Tier 1 Capital:

                                       

UMB Financial Corporation

   $ 717,542    17.98 %   $ 159,667    4.00 %   $ N/A    N/A %

UMB Bank, n. a.

     481,501    13.74       140,149    4.00       210,223    6.00  

UMB National Bank of America

     69,062    38.64       7,148    4.00       10,723    6.00  

Total Capital:

                                       

UMB Financial Corporation

     753,692    18.88       319,335    8.00       N/A    N/A  

UMB Bank, n. a.

     510,339    14.57       280,298    8.00       350,372    10.00  

UMB National Bank of America

     70,893    39.67       14,297    8.00       17,871    10.00  

Tier 1 Leverage:

                                       

UMB Financial Corporation

     717,542    10.04       285,860    4.00       N/A    N/A  

UMB Bank, n. a.

     481,501    7.85       245,434    4.00       306,793    5.00  

UMB National Bank of America

     69,062    12.93       21,360    4.00       26,700    5.00  

 

11.   EMPLOYEE BENEFITS

 

The Company has a noncontributory profit sharing plan, which features an employee stock ownership plan. This plan is for the benefit of substantially all eligible officers and employees of the Company and its subsidiaries. Contributions to this plan were $0 in 2003, $3,052,000 in 2002 and 2001. In 1996, the Employee Stock Ownership Plan (“ESOP”) borrowed $17 million to purchase common stock of the Company. The loan obligation of the ESOP is considered unearned employee benefit expense and, as such, is recorded as a reduction of the Company’s shareholders’ equity. Both the loan obligation and the unearned benefit expense are reduced by the amount of the loan principal repayments made by the ESOP. The portion of the Company’s ESOP contribution that funded principal repayments and the payment of interest expense were recorded accordingly in the consolidated financial statements. The ESOP loan was fully paid in 2002.

 

The Company has a qualified 401(k) profit sharing plan that permits participants to make contributions by salary deduction. The Company made a matching contribution to this plan of $2,175,000 for 2003, $2,149,100 for 2002 and $2,114,000 for 2001.

 

50


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

On April 18, 2002, the shareholders of the Company approved the 2002 Incentive Stock Options Plan (the “2002 Plan”), which provides incentive options to certain key employees for up to 1,000,000 common shares of the Company. All options that are issued under the 2002 plan are in effect for 10 years (except for any option granted to a person holding more than 10% of the Company’s stock, in which case the option is in effect for five years) and cannot be exercised until at least four years 11 months after the date they are granted. Except under circumstances of death, disability or certain retirements, the options cannot be exercised after the grantee has left the employment of the Company or its subsidiaries. The Board salary and stock option committee is empowered to issue such incentive options under an agreement that accelerates the exercise period for an option upon the optionee’s qualified disability, retirement or death. All options expire at the end of the exercise period. The Company makes no recognition in the balance sheet of the options until such options are exercised and no amounts applicable thereto are reflected in net income. Options are granted at exercise prices of no less than 100% of the fair market value of the underlying shares at date of grant. The plan terminates April 17, 2012. The table below discloses the information relating to the options granted in 2003 and 2002 under this plan.

 

Stock Options
Under the 2002 Plan


   Number
of Shares


   

Option Price
Per Share


   Weighted Average
Price Per Share


Granted

   82,796     $38.11 to $41.93    $ 38.24
    

 
  

Outstanding—December 31, 2002

   82,796     $38.11 to $41.93    $ 38.24
    

 
  

Exercisable—December 31, 2002

   —       —        —  
    

 
  

Granted

   86,960     $48.65 to $53.51    $ 48.76

Canceled

   (6,750 )   $38.11    $ 38.11

Exercised

   (200 )   $38.11    $ 38.11
    

 
  

Outstanding—December 31, 2003

   162,806     $38.11 to $53.51    $ 43.86
    

 
  

Exercisable—December 31, 2003

   —       —        —  
    

 
  

 

On April 16, 1992, the shareholders of the Company approved the 1992 Incentive Stock Option Plan (the “1992 plan”), which provides incentive options to certain key employees for up to 500,000 common shares of the Company. Of the options granted prior to 1998, 40% are exercisable two years from the date of the grant and are thereafter exercisable in 20% increments annually, or for such periods or vesting increments as the Board of Directors, or a committee thereof, specify (which may not exceed 10 years or in the care of a recipient holding more than 10% of the Company’s stock, 5 years), provided that the optionee has remained in the employment of the Company or its subsidiaries. None of the options granted during or after 1998 are exercisable until four years eleven months after the grant date. The exercise period may be accelerated for an option upon the optionee’s qualified disability, retirement or death. All options expire at the end of the exercise period. The Company makes no recognition in the balance sheet of the options until such options are exercised and no amounts applicable thereto are reflected in net income. Options are granted at not less than 100% of fair market value at date of grant. No further options may be granted under the 1992 plan.

 

51


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

Activity in the 1992 Plan for the three years ended December 31, 2003 is summarized in the table below:

 

Stock Options

Under the 1992 Plan


   Number
of Shares


   

Option Price

Per Share


   Weighted Average
Price Per Share


Outstanding—January 1, 2001

   255,246     $ 22.47   to   $ 47.95    $ 34.23

Granted

   80,106       40.02   to     44.02      40.14

Canceled

   (22,016 )     22.58   to     43.06      37.22

Exercised

   (21,923 )     22.55   to     34.91      29.39
    

 

 
 

  

Outstanding—December 31, 2001

   291,413     $ 24.01   to   $ 47.96    $ 35.98
    

 

  

Exercisable—December 31, 2001

   76,747     $ 22.57   to   $ 47.96    $ 32.03
    

 

  

Canceled

   (19,443 )     24.02   to     47.96      38.68

Exercised

   (19,619 )     22.58   to     43.59      29.16
    

 

  

Outstanding—December 31, 2002

   252,351     $ 22.57   to   $ 44.02    $ 36.30
    

 

  

Exercisable—December 31, 2002

   61,635     $ 22.57   to   $ 43.69    $ 33.27
    

 

  

Canceled

   (20,147 )     24.02   to     47.96      37.10

Exercised

   (11,485 )     22.58   to     43.59      31.04
    

 

  

Outstanding—December 31, 2003

   220,719     $ 22.57   to   $ 44.02    $ 36.53
    

 

  

Exercisable—December 31, 2003

   77,289     $ 22.57   to   $ 47.96    $ 35.83
    

 

  

 

The 1981 Incentive Stock Option Plan (“the 1981 Plan”) was adopted by the Company on October 22, 1981, and amended November 27, 1985, and October, 1989. No further options may be granted under the 1981 Plan. Provisions of the 1981 Plan regarding option price, term and exercisability are generally the same as those described for the 1992 Plan. Activity in the 1981 Plan for the year ended December 31, 2001, is summarized in the following table:

 

Stock Options

Under the 1981 Plan


   Number
of Shares


    Option Price
Per Share


   Weighted Average
Price Per Share


Outstanding—January 1, 2001

   5,086     $ 20.89   to   $ 20.90    $ 20.89

Exercised

   (5,086 )   $ 20.89   to   $ 20.90      20.89
    

 

  

Outstanding—December 31, 2001

   —                           
    

            

 

The table below shows the stock options outstanding and exercisable as of December 31, 2003.

 

          Options Outstanding

   Options Exercisable

Range of

Exercise Prices


        Number
Outstanding
at 12/31/03


   Weighted Average
Remaining
Contractual Life


   Weighted
Average
Exercise Price


   Number
Exercisable
at 12/31/03


   Weighted
Average
Exercise Price


$22.57 to $22.58

        7,030    1 year    $ 22.58    7,030    $ 22.58

  31.23 to   31.25

        10,782    2 year      31.24    10,782      31.24

  30.17 to   30.41

        14,708    3 year      30.33    14,708      30.33

  43.34 to   47.96

        18,496    4 year      43.59    18,496      43.59

  38.73 to   42.79

        26,273    5 year      38.86    26,273      38.86

  34.58 to   38.41

        34,937    6 year      35.17    —        —  

  32.60 to   36.20

        41,587    7 year      33.13    —        —  

  40.02 to   44.02

        66,906    8 year      40.17    —        —  

  38.11 to   41.93

        75,846    9 year      38.24    —        —  

  48.65 to   53.51

        86,960    10 year      48.76    —        —  
         
              
      
          383,525                77,289       
         
              
      

 

52


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

12.  BUSINESS SEGMENT REPORTING

 

The Company has strategically aligned its operations into four major lines of business, as shown below (collectively, “Business Segments”). The Business Segments are differentiated based on the products and services provided. Lines of business financial results produced by the Company’s internal management accounting system are evaluated regularly in deciding how to allocate resources and access performance per individual Business Segment. The management accounting system assigns balance sheet and income statement items to each line of business using methodologies which are refined on an ongoing basis. The Business Segments were redefined at the end of 2002, adding the Investment Services Group (described below) in the place of the Investment Banking segment used in previous Business Segment reporting. With the acquisition of Sunstone Financial Group, Inc. (now known as UMB Fund Services, Inc.), revenues resulting from mutual fund back office activities have created a need to recognize the Investment Services Group as a line of business. The Investment Banking segment shown in previous reports on Business Segments consists primarily of the Company’s investment portfolio, and is now allocated to the Business Segments shown below. For comparability purposes, amounts in all periods are based on methodologies in effect at December 31, 2003. These methodologies may be modified as management accounting systems are enhanced and changes occur in the organizational structure or product lines.

 

The Company utilizes a funds transfer pricing model to neutralize the interest rate risk affecting the financial results of the business segments on a stand alone basis. This model records cost of funds or credit for funds using matched maturity funding for certain assets and liabilities, or a blended rate based on various maturities for the remaining assets and liabilities. The allowance for loan losses is allocated using specifically identified reserves assigned to loans where available, with general reserves assigned to the remaining loan portfolio based on historical losses, economic outlook and other factors. The related loan loss provision is assigned based on the amount necessary to maintain reserves adequate for each line of business. Noninterest income and noninterest expense directly attributable to a line of business is assigned to that line of business. Direct expenses incurred by areas whose services support the overall Company are allocated to the Business Segments based on standard unit costs applied to actual volume measurements. Administrative expenses are allocated based on the estimated time expended for each segment. Any remaining expenses such as corporate overhead are assigned based on the ratio of an individual business segment’s noninterest expense to total noninterest expense incurred by all business lines. Virtually all interest rate risk is assigned to the Treasury and Other business segment which is the offset to the funds transfer pricing charges and credits assigned to each business segment.

 

The following summaries provide information about the activities of each line of business. A discussion of the financial results and the factors impacting 2003 performance can be found in the “Strategic Lines of Business” section of Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation pages 18 and 19 of this report.

 

Commercial Banking serves medium and small businesses, corporate businesses and governmental entities by offering various products and services, including commercial loans and lines of credit, deposits, cash management, capital market products, international trade finance, letters of credit, foreign exchange management services, bond sales and loan syndication services.

 

Retail Banking delivers a full range of products and services through the Company’s affiliate bank and branch network. Retail Banking is a major provider of funds for the Company. This line of business offers a variety of consumer products, including deposit accounts, installment loans, credit cards, home equity lines of credit, residential mortgages, and brokerage and insurance services for individuals.

 

Trust and Wealth Management provides estate planning, trust, employee benefit and asset management services to individuals and corporate customers. The private client services division offers full trust and personal

 

53


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

banking services to high net worth individuals. The Company’s proprietary funds, Scout Funds, are also included in this segment.

 

Investment Services Group provides a full range of mutual fund services, including fund administration and accounting, transfer agency, distribution services, marketing, shareholder communications, custody and cash management.

 

Treasury and Other includes asset and liability management activities and miscellaneous other items of a corporate nature not allocated to specific business lines.

 

Business Segment Information

 

Line of business/segment financial results were as follows (in thousands):

 

     Year Ended December 31

     Commercial Banking

   Retail Banking

     2003

   2002

   2001

   2003

    2002

   2001

     (dollars in thousands)

Net interest income

   $ 100,668    $ 111,215    $ 125,704    $ 86,700     $ 94,302    $ 97,166

Provision for loan losses

     4,784      8,164      5,656      7,221       8,574      9,089

Noninterest income

     78,668      67,469      60,952      58,034       63,706      65,785

Depreciation and amortization

     7,392      7,416      10,402      16,481       17,789      19,622

Noninterest expense

     113,804      111,538      106,492      124,324       128,050      122,610

Net income (loss)

     53,356      51,566      64,106      (3,292 )     3,595      11,630

Average Assets

     4,781,637      5,176,476      4,744,216      2,275,560       2,307,817      2,471,107

Expenditures for additions to premises and equipment

     4,911      6,606      3,193      8,143       10,737      23,704
     Trust and Wealth Management

   Investment Services Group

     2003

   2002

   2001

   2003

    2002

   2001

     (dollars in thousands)

Net interest income

   $ 2,057    $ 3,546    $ 6,174    $ 7,604     $ 8,838    $ 10,504

Provision for loan losses

     —        —        —        —         —        —  

Noninterest income

     70,192      67,203      64,535      30,582       33,347      29,511

Depreciation and amortization

     5,539      5,529      6,017      3,010       2,883      2,624

Noninterest expense

     58,053      60,854      61,459      25,934       26,597      25,548

Net income (loss)

     8,657      4,366      3,233      9,242       12,705      11,843

Average Assets

     40,512      44,152      44,620      52,279       60,620      106,501

Expenditures for additions to premises and equipment

     3,777      3,880      1,723      3,250       2,513      3,383

 

54


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

     Treasury and Other

    Total Consolidated Company

     2003

    2002

    2001

    2003

   2002

   2001

     (dollars in thousands)

Net interest income

   $ 49     $ 130     $ 181     $ 197,078    $ 218,031    $ 239,729

Provision for loan losses

     —         —         —         12,005      16,738      14,745

Noninterest income

     8,092       481       2,740       245,568      232,206      223,523

Depreciation and amortization

     —         —         —         32,422      33,617      38,665

Noninterest expense

     117       293       14,599       322,232      327,332      330,708

Minority interest in loss of consolidated subsidiary

     —         —         11,800       —        —        11,800

Net income (loss)

     (9,084 )     (15,059 )     (25,582 )     58,879      57,173      65,230

Average Assets

     —         —         —         7,149,988      7,589,065      7,366,444

Expenditures for additions to premises and equipment

     —         —         —         20,081      23,736      32,003

 

13.  COMMON STOCK

 

The following table summarizes the share transactions for the three years ended December 31, 2003:

 

     Shares
Issued


   Shares in
Treasury


 

Balance January 1, 2001

   26,472,039    (5,188,807 )

Stock Dividend (5%)

   1,056,326    —    

Purchase of Treasury Stock

   —      (164,722 )

Issued for stock options

   —      26,612  
    
  

Balance December 31, 2001

   27,528,365    (5,326,917 )

Purchase of Treasury Stock

   —      (238,758 )

Sale of Treasury Stock

   —      660  

Issued for stock options

   —      19,619  
    
  

Balance December 31, 2002

   27,528,365    (5,545,396 )

Purchase of Treasury Stock

   —      (301,293 )

Sale of Treasury Stock

   —      717  

Issued for stock options

   —      11,685  
    
  

Balance December 31, 2003

   27,528,365    (5,834,287 )
    
  

 

Basic earnings per share are computed by dividing income available to common shareholders by the weighted average number of shares outstanding during the year. Diluted earnings per share gives effect to all potential common shares that were outstanding during the year. The shares used in the calculation of basic and diluted earnings per share, which has been restated for all stock dividends, are shown below.

 

     For the Years Ended December 31

     2003

   2002

   2001

Weighted average basic common shares outstanding

   21,783,354    22,064,508    22,145,787

Stock options

   46,239    33,555    28,420
    
  
  

Weighted average diluted common shares outstanding

   21,829,593    22,098,063    22,174,207
    
  
  

 

55


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

14.  COMMITMENTS, CONTINGENCIES AND GUARANTEES

 

In the normal course of business, the Company is a party to financial instruments with off-balance-sheet risk in order to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit, commercial letters of credit, standby letters of credit, and futures contracts. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheet. The contract or notional amount of those instruments reflects the extent of involvement the Company has in particular classes of financial instruments.

 

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit, commercial letters of credit, and standby letters of credit is represented by the contract or notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the agreement. These conditions generally include, but are not limited to, each customer being current as to repayment terms of existing loans and no deterioration in the customer’s financial condition. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The interest rate is generally a variable rate. If the commitment has a fixed interest rate, the rate is generally not set until such time as credit is extended. For credit card customers, the Company has the right to change or terminate terms or conditions of the credit card account at any time. Since a large portion of the commitments and unused credit card lines are never actually drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on an individual basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation. Collateral held varies but may include accounts receivable, inventory, real estate, plant and equipment, stock, securities and certificates of deposit.

 

Commercial letters of credit are issued specifically to facilitate trade or commerce. Under the terms of a commercial letter of credit, as a general rule, drafts will be drawn when the underlying transaction is consummated as intended.

 

Standby letters of credit are conditional commitments issued by the Company payable upon the non-performance of a customer’s obligations to a third party. The Company issues standby letters of credit for terms ranging from three months to three years. The Company generally requires the customer to pledge collateral to support the letter of credit. The maximum liability to the Company under standby letters of credit at December 31, 2003 and 2002 were $171.3 million and $187.3 million, respectively. As of December 31, 2003 and 2002, standby letters of credit totaling $29.3 million and $39.7 million, respectively were with related parties to the Company.

 

The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities. The Company holds collateral supporting those commitments when deemed necessary. Collateral varies but may include such items as those described for commitments to extend credit.

 

Futures contracts are contracts for delayed delivery of securities or money market instruments in which the seller agrees to make delivery at a specified future date, of a specified instrument, at a specified yield. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in securities values and interest rates. Instruments used in trading activities are carried at market value and gains and losses on futures contracts are settled in cash daily. Any changes in the market value are recognized in trading and investment banking income.

 

56


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

The Company’s use of futures contracts is very limited. The Company uses contracts to offset interest rate risk on specific securities held in the trading portfolio. Open futures contract positions averaged $39.5 million and $43.3 million during the years ended December 31, 2003 and 2002, respectively. Net futures activity resulted in losses of $0.8 million for 2003, $3.3 million for 2002 and $2.5 million for 2001. The Company controls the credit risk of its futures contracts through credit approvals, limits and monitoring procedures.

 

The Company also enters into foreign exchange contracts on a limited basis. For operating purposes, the Company maintains certain balances in foreign banks. Foreign exchange contracts are purchased on a monthly basis to avoid foreign exchange risk on these foreign balances. The Company will also enter into foreign exchange contracts to facilitate foreign exchange needs of customers. The Company will enter into a contract to buy or sell a foreign currency at a future date only as part of a contract to sell or buy the foreign currency at the same future date to a customer. During 2003, contracts to purchase and to sell foreign currency averaged approximately $11.3 million compared to $51.3 million during 2002. The net gains on these foreign exchange contracts for 2003, 2002 and 2001 were $1.7 million, $1.3 million and $1.6 million, respectively.

 

With respect to group concentrations of credit risk, most of the Company’s business activity is with customers in the states of Missouri, Kansas, Colorado, Oklahoma, Nebraska and Illinois. At December 31, 2003, the Company did not have any significant credit concentrations in any particular industry.

 

In the normal course of business, the Company and its subsidiaries are named defendants in various lawsuits and counter-claims. In the opinion of management, after consultation with legal counsel, none of these lawsuits are expected to have a materially adverse effect on the financial position or results of operations of the Company.

 

    

Contract or Notional

Amount December 31


     2003

   2002

     (in thousands)

Commitments to extend credit for loans (excluding credit card loans)

   $ 796,737    $ 644,497

Commitments to extend credit under credit card loans

     891,493      848,256

Commercial letters of credit

     7,341      6,148

Standby letters of credit

     171,293      187,268

Futures contracts

     38,300      36,514

Forward foreign exchange contracts

     8,033      13,109

 

15.  ACQUISITIONS

 

On November 22, 1999 the Company acquired Charter National Bank, Oklahoma City, Oklahoma for $10 million. The acquisition was funded with existing working capital. The acquisition of this $51.2 million bank was recorded as a purchase. The acquisition was not deemed to be material in relation to the consolidated results of the Company. Income of the Company does not include income of the acquired company prior to the effective date of acquisition. In March 2000, this bank was merged into the Company’s principle affiliate bank.

 

On March 7, 2001, the Company acquired certain corporate trust business located in St. Louis, Missouri from State Street Corporation for $18.3 million. On April 19, 2001, the Company acquired Sunstone Financial Group, Inc. (now known as UMB Fund Services, Inc.) located in Milwaukee, Wisconsin. The purchase price of Sunstone is directly connected to gross revenue targets. The Company paid an initial amount of $8.0 million on April 19, 2001, subsequently, the Company has made a $1.7 million payment in 2002, and a $2.7 million payment in 2003, and will make subsequent annual payments, depending on gross revenue achieved through 2006. Both of these acquisitions were recorded as purchases and were funded with existing working capital.

 

57


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

16.  INCOME TAXES

 

Income taxes as set forth below produce effective income tax rates of 22.5% in 2003, 21.2% in 2002 and 28.3% in 2001. These percentages are computed by dividing total income tax by income before income tax. Income tax expense includes the following components (in thousands):

 

     Year Ended December 31

     2003

    2002

    2001

Federal:

                      

Current

   $ 20,843     $ 16,699     $ 23,208

Deferred

     (4,777 )     (2,302 )     1,470
    


 


 

Total federal tax provision

   $ 16,066     $ 14,397     $ 24,678

State:

                      

Current

   $ 1,705     $ 1,105     $ 722

Deferred

     (663 )     (125 )     304
    


 


 

Total state tax provision

   $ 1,042     $ 980     $ 1,026
    


 


 

Income tax expense

   $ 17,108     $ 15,377     $ 25,704
    


 


 

 

The reconciliation between the income tax provision and the amount computed by applying the statutory federal tax rate of 35% to pretax income is as follows (in thousands):

 

     Year Ended December 31

 
     2003

    2002

    2001

 

Provision at statutory rate

   $ 26,595     $ 25,393     $ 31,827  

Tax-exempt interest income

     (9,052 )     (9,750 )     (10,330 )

Disallowed interest expense

     308       448       1,222  

State and local income taxes, net of federal tax benefits

     677       637       667  

Amortization of goodwill and other intangible assets

     —         —         2,008  

Reduction of estimated income tax accruals

     (1,804 )     (1,783 )     —    

Other

     384       432       310  
    


 


 


Income tax expense

   $ 17,108     $ 15,377     $ 25,704  
    


 


 


 

Deferred taxes are recorded based upon differences between the financial statement and tax basis of assets and liabilities.

 

The Company has various state net operating losses in the aggregate amount of $21.2 million and $21.8 million for 2003 and 2002, respectively. A portion of these net operating losses expire each year through 2023. The Company has a full valuation allowance to offset these amounts because management does not believe it is more likely than not such state net operating losses will be utilized.

 

58


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

Temporary differences which comprise a significant portion of deferred tax assets and liabilities at December 31, 2003, 2002 and 2001 were as follows (in thousands):

 

     2003

    2002

    2001

 

Deferred tax assets:

                        

Allowance for loan losses

   $ 16,043     $ 13,980     $ 13,362  

Miscellaneous

     2,623       1,803       1,888  
    


 


 


Total deferred tax assets

   $ 18,666     $ 15,783     $ 15,250  
    


 


 


Deferred tax liabilities:

                        

Net unrealized gain on securities available for sale

   $ (1,892 )   $ (13,627 )   $ (12,814 )

Asset revaluations on purchased banks

     (1,931 )     (2,352 )     (2,937 )

Fixed Assets

     (11,796 )     (14,260 )     (16,044 )

Miscellaneous

     (3,389 )     (3,061 )     (2,586 )
    


 


 


Total deferred tax liabilities

   $ (19,008 )   $ (33,300 )   $ (34,381 )
    


 


 


Net deferred tax liability

   $ (342 )   $ (17,517 )   $ (19,131 )
    


 


 


 

17.  DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The following methods and assumption were used to estimate the fair value of each class of financial instruments:

 

Cash and Short-Term Investments    The carrying amounts of cash and due from banks, federal funds sold and resell agreements are reasonable estimates of their fair values.

 

Securities Available for Sale and Investment Securities    Fair values are based on quoted market prices or dealer quotes, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.

 

Trading Securities    Fair values for trading securities (included financial futures), which also are the amounts recognized in the balance sheet, are based on quoted market prices where available. If quoted market prices are not available, fair values are based on quoted market prices for similar securities.

 

Loans    Fair values are estimated for portfolios with similar financial characteristics. Loans are segregated by type, such as commercial, real estate, consumer, and credit card. Each loan category is further segmented into fixed and variable interest rate categories. The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit rating and for the same remaining maturities.

 

Deposit Liabilities    The fair value of demand deposits and savings accounts is the amount payable on demand at December 31, 2003 and 2002. The fair value of fixed-maturity certificates of deposit is estimated by discounting the future cash flows using the rates that are currently offered for deposits of similar remaining maturities.

 

Short-Term Debt    The carrying amounts of federal funds purchased, repurchase agreements and other short-term debt are reasonable estimates of their fair value because of the short-term nature of their maturities.

 

59


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

Long-Term Debt Rates    currently available to the Company for debt with similar terms and remaining maturities are used to estimate fair value of existing debt.

 

Other Off-Balance Sheet Instruments    The fair value of loan commitments and letters of credit are determined based on the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreement and the present creditworthiness of the counterparties. Neither the fees earned during the year on these instruments nor their fair value at year-end are significant to the Company’s consolidated financial position.

 

The estimated fair values of the Company’s financial instruments at December 31, 2003 and 2002 are as follows (in millions)

 

     2003

   2002

     Carrying
Amount


   Fair
Value


   Carrying
Amount


   Fair
Value


FINANCIAL ASSETS

                           

Cash and short-term investments

   $ 925.7    $ 925.7    $ 809.5    $ 809.5

Securities available for sale

     3,415.8      3,415.8      3,719.9      3,719.9

Securities held to maturity

     306.1      314.7      402.4      418.3

Trading securities

     60.8      60.8      73.3      73.3

Loans (exclusive of allowance for loan losses)

     2,722.2      2,722.1      2,673.8      2,647.6
    

  

  

  

FINANCIAL LIABILITIES

                           

Demand and savings deposits

   $ 4,549.9    $ 4,546.9    $ 4,545.3    $ 4,545.3

Time deposits

     1,085.8      1,093.4      1,301.7      1,324.7

Federal funds and repurchase agreements

     1,173.9      1,173.9      1,209.8      1,209.8

Short-term debt

     70.6      70.6      94.7      94.7

Long-term debt

     16.3      16.3      26.3      26.6
    

  

  

  

OFF-BALANCE SHEET ARRANGEMENTS

                           

Commitments to extend credit for loans

   $ 1,688.2    $ 3.0    $ 1,492.8    $ 3.2

Commercial letter of credit

     7.4      0.4      6.1      0.4

Standby letters of credit

     171.3      0.3      187.3      1.1
    

  

  

  

 

The fair value estimates presented herein are based on pertinent information available to management as of December 31, 2003 and 2002. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these consolidated financial statements since those dates and, therefore, current estimates of fair value may differ significantly from the amount presented herein.

 

60


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

18.  PARENT COMPANY FINANCIAL INFORMATION

UMB FINANCIAL CORPORATION

 

BALANCE SHEETS

 

           December 31

 
           2003

    2002

 
           (in thousands)  

ASSETS:

                        

Investment in subsidiaries:

                        

Banks

           $ 643,411     $ 663,913  

Non-banks

             46,083       45,810  
            


 


Total investment in subsidiaries

             689,494       709,723  

Goodwill on purchased affiliates

             5,011       5,011  

Other intangibles

             62       74  

Cash

             27,758       55,668  

Securities available for sale and other

             96,297       54,065  
            


 


Total Assets

           $ 818,622     $ 824,541  
            


 


LIABILITIES AND SHAREHOLDERS’ EQUITY:

                        

Dividends payable

           $ 4,556     $ 4,397  

Long-term debt

             —         15,000  

Accrued expenses and other

             2,143       2,344  
            


 


Total

             6,699       21,741  

Shareholders’ equity

             811,923       802,800  
            


 


Total liabilities and shareholders’ equity

           $ 818,622     $ 824,541  
            


 


STATEMENTS OF INCOME

 

     Year Ended December 31

 
     2003

    2002

    2001

 
     (in thousands)  

INCOME:

                        

Dividends and income received from affiliate banks

   $ 64,228     $ 44,221     $ 66,293  

Service fees from subsidiaries

     10,058       8,464       11,454  

Net security gains (losses)

     —         (95 )     21  

Other

     1,765       1,266       552  
    


 


 


Total income

     76,051       53,856       78,320  
    


 


 


EXPENSE:

                        

Salaries and employee benefits

     6,604       6,183       5,143  

Interest on long-term debt

     210       1,215       1,388  

Services from affiliate banks

     652       652       652  

Other

     9,904       8,831       12,434  
    


 


 


Total expense

     17,370       16,881       19,617  
    


 


 


Income before income taxes and equity in undistributed earnings of subsidiaries

     58,681       36,975       58,703  

Income tax benefit

     (1,949 )     (2,442 )     (2,054 )
    


 


 


Income before equity in undistributed earnings of subsidiaries

     60,630       39,417       60,757  

Equity in undistributed earnings of subsidiaries:

                        

Banks

     (221 )     15,198       4,128  

Non-Banks

     (1,530 )     2,558       345  
    


 


 


Net income

   $ 58,879     $ 57,173     $ 65,230  
    


 


 


 

61


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

18.   PARENT COMPANY ONLY FINANCIAL INFORMATION (Continued)

        UMB FINANCIAL CORPORATION

 

STATEMENTS OF CASH FLOWS

 

     Year Ended December 31

 
     2003

    2002

    2001

 
     (in thousands)  

OPERATING ACTIVITIES

                        

Adjustments to reconcile net income to cash provided by (used in) operating activities:

                        

Net income

   $ 58,879     $ 57,173     $ 65,230  

Equity in earnings of subsidiaries

     (62,249 )     (61,756 )     (70,473 )

(Gains) losses from sales of securities available for sale

     —         95       (21 )

Earned ESOP shares

     —         2,491       2,500  

Other

     8,001       (5,393 )     (2,619 )
    


 


 


Net cash provided by (used in) operating activities

     4,631       (7,390 )     (5,383 )
    


 


 


INVESTING ACTIVITIES:

                        

Proceeds from sales of securities available for sale

     —         568       24  

Proceeds from maturities of securities available for sale

     38,000       18,750       42,836  

Purchases of securities available for sale

     (90,183 )     (44,813 )     (29,590 )

Refund of capital investment from closed subsidiary

     4,880       —         —    

Net capital investment in subsidiaries

     (6,684 )     (1,823 )     (7,932 )

Dividends received from subsidiaries

     64,000       44,000       66,000  

Repayment of loan advances from subsidiary

     2,075       —         —    

Net capital expenditures for premises and equipment

     (368 )     (1,700 )     (18 )
    


 


 


Net cash provided by investing activities

     11,720       14,982       71,320  
    


 


 


FINANCING ACTIVITIES:

                        

Repayments of long-term debt

     (15,000 )     (3,002 )     (2,888 )

Cash dividends paid

     (17,618 )     (17,658 )     (17,000 )

Net purchase of treasury stock

     (11,643 )     (8,935 )     (5,837 )
    


 


 


Net cash used in financing activities

     (44,261 )     (29,595 )     (25,725 )
    


 


 


Net increase (decrease) in cash

     (27,910 )     (22,003 )     40,212  
    


 


 


Cash at beginning of year

     55,668       77,671       37,459  
    


 


 


Cash at end of year

   $ 27,758     $ 55,668     $ 77,671  
    


 


 


 

62


UMB FINANCIAL CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

19.   SUMMARY OF OPERATING RESULTS BY QUARTER (in thousands except per share data)

 

(unaudited)

2003


   Three Months Ended

   March 31

   June 30

   Sept. 30

   Dec. 31

Interest income

   $ 63,993    $ 60,413    $ 58,735    $ 56,621

Interest expense

     13,256      11,053      9,160      9,215
    

  

  

  

Net interest income

   $ 50,737    $ 49,360    $ 49,575    $ 47,406

Provision for loan losses

     3,973      3,040      2,867      2,125

Noninterest income

     58,748      59,406      59,454      67,960

Noninterest expense

     86,351      87,998      91,641      88,664

Income tax provision

     4,654      4,252      1,288      6,914
    

  

  

  

Net income

   $ 14,507    $ 13,476    $ 13,233    $ 17,663
    

  

  

  

2002


   March 31

   June 30

   Sept. 30

   Dec. 31

Interest income

   $ 80,225    $ 76,069    $ 70,842    $ 67,347

Interest expense

     22,579      20,199      18,352      15,322
    

  

  

  

Net interest income

   $ 57,646    $ 55,870    $ 52,490    $ 52,025

Provision for loan losses

     3,106      3,440      3,949      6,243

Noninterest income

     62,092      56,208      57,588      56,318

Noninterest expense

     89,660      90,292      91,600      89,397

Income tax provision

     7,394      4,384      3,044      555
    

  

  

  

Net income

   $ 19,578    $ 13,962    $ 11,485    $ 12,148
    

  

  

  

Per Share    Three Months Ended

2003


   March 31

   June 30

   Sept. 30

   Dec. 31

Net income—basic

   $ 0.66    $ 0.62    $ 0.61    $ 0.81

Net income—diluted

     0.66      0.62      0.61      0.81

Dividend

     0.20      0.20      0.20      0.21

Book value

     36.75      37.08      37.19      37.43

Market price:

                           

High

     40.48      43.61      49.40      51.49

Low

     36.25      36.75      43.04      47.54

Close

     36.67      42.46      47.17      47.54
    

  

  

  

Per Share                    

2002


   March 31

   June 30

   Sept. 30

   Dec. 31

Net income—basic

   $ 0.89    $ 0.63    $ 0.52    $ 0.55

Net income—diluted

     0.88      0.63      0.52      0.55

Dividend

     0.20      0.20      0.20      0.20

Book value

     34.92      35.83      36.27      36.52

Market price:

                           

High

     43.74      50.95      48.59      40.64

Low

     38.86      42.66      37.28      36.20

Close

     42.88      46.87      39.04      38.26
    

  

  

  

 

 

63


INDEPENDENT AUDITORS’ REPORT

 

To the Shareholders and the Board Directors of UMB Financial Corporation and Subsidiaries:

 

We have audited the accompanying consolidated balance sheets of UMB Financial Corporation and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit 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, such consolidated financial statements present fairly, in all material respects, the financial position of UMB Financial Corporation and subsidiaries as of December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

 

As discussed in the Summary of Significant Accounting Policies Note, the Company adopted the provisions of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, effective January 1, 2002.

 

Deloitte & Touche LLP

 

Kansas City, Missouri

March 5, 2004

 

64


This Page Left Blank Intentionally

 

65


FIVE YEAR AVERAGE BALANCE SHEETS/YIELDS AND RATES (in millions)

 

     2003

    2002

 
     Average
Balance


    Interest
Income/
Expense (1)


   Rate
Earned /
Paid (1)


    Average
Balance


    Interest
Income/
Expense (1)


   Rate
Earned/
Paid (1)


 
     (unaudited)  

ASSETS

                                          

Loans, net of unearned interest (FTE) (2)

   $ 2,588.8     $ 141.5    5.46 %   $ 2,632.9     $ 161.3    6.13 %

Securities:

                                          

Taxable

   $ 2,771.9     $ 70.9    2.56 %   $ 3,146.0     $ 100.9    3.21 %

Tax-exempt (FTE)

     735.9       38.5    5.24       686.5       40.6    5.91  
    


 

  

 


 

  

Total securities

   $ 3,507.8     $ 109.4    3.12     $ 3,832.5     $ 141.5    3.69  

Federal funds sold and resell agreements

     146.5       1.7    1.16       185.7       3.1    1.69  

Other earning assets (FTE)

     51.2       1.5    2.99       67.0       2.7    4.06  
    


 

  

 


 

  

Total earning assets (FTE)

   $ 6,294.3     $ 254.1    4.04     $ 6,718.1     $ 308.6    4.59  

Allowance for loan losses

     (40.8 )                  (37.2 )             

Cash and due from banks

     511.8                    497.1               

Other assets

     384.7                    411.1               
    


              


            

Total assets

     7,150.0                    7,589.1               
    


              


            

LIABILITIES AND SHAREHOLDERS’ EQUITY

                                          

Interest-bearing demand and savings deposits

   $ 2,460.4     $ 9.1    0.37 %   $ 2,624.8     $ 20.7    0.79 %

Time deposits under $100,000

     779.5       19.8    2.54       892.2       31.8    3.56  

Time deposits of $100,000 or more

     252.1       4.3    1.72       287.7       6.9    2.40  
    


 

  

 


 

  

Total interest bearing deposits

   $ 3,492.0     $ 33.2    0.95 %   $ 3,804.7     $ 59.4    1.56 %

Short-term borrowings

     23.8       0.2    0.84       61.1       0.9    1.44  

Long-term debt

     17.4       1.1    6.17       27.5       1.9    6.82  

Federal funds purchased and repurchase agreements

     950.6       8.2    0.87       1,107.8       14.2    1.29  
    


 

  

 


 

  

Total interest bearing liabilities

   $ 4,483.8     $ 42.7    0.95 %   $ 5,001.1     $ 76.4    1.53 %

Non-interest bearing demand deposits

     1,788.0                    1,723.1               

Other

     69.7                    70.7               
    


              


            

Total

     6,341.5                    6,794.9               
    


              


            

Total shareholders’ equity

     808.5                    794.2               
    


              


            

Total liabilities and shareholders’ equity

   $ 7,150.0                  $ 7,589.1               
    


 

  

 


 

  

Net interest income (FTE)

           $ 211.4                  $ 232.2       

Net interest spread

                  3.09 %                  3.06 %

Net interest margin

                  3.36                    3.46  
                   

                


(1)   Interest income and yields are stated on a fully tax-equivalent (FTE) basis, using a rate of 35%. The tax-equivalent interest income and yields give effect to disallowance of interest expense, for federal income tax purposes related to certain tax-free assets. Rates earned/paid may not compute to the rates shown due to presentation in millions.
(2)   Loan fees and income from loans on nonaccrual status are included in loan income.

 

66


FIVE YEAR AVERAGE BALANCE SHEETS/YIELDS AND RATES (in millions) (continued)

 

2001


    2000

    1999

       

Average
Balance


  Interest
Income/
Expense (1)


  Rate
Earned/
Paid (1)


    Average
Balance


    Interest
Income/
Expense (1)


  Rate
Earned/
Paid (1)


    Average
Balance


    Interest
Income/
Expense (1)


  Rate
Earned/
Paid (1)


    Average
Balance
Five-Year
Compound
Growth Rate


 
                                                 
                                                           

$ 2,929.1

  $ 226.7   7.74 %   $ 3,004.8     $ 256.3   8.53 %   $ 2,616.0     $ 212.8   8.14 %   (0.40 )%
                                                           

$ 2,480.7

  $ 119.6   4.82     $ 2,105.7     $ 123.8   5.88     $ 2,820.0     $ 154.3   5.47     2.51  

664.5

    40.8   6.14       736.2       46.8   6.36       733.8       45.9   6.25     5.73  

 

 

 


 

 

 


 

 

 

$ 3,145.2

  $ 160.4   5.10     $ 2,841.9     $ 170.6   6.00     $ 3,533.8     $ 200.2   5.63     3.14  

195.8

    7.6   3.89       229.1       15.2   6.63       120.4       6.0   4.84     (8.15 )

70.4

    3.8   5.36       74.6       4.7   6.19       66.3       3.9   5.68     (6.67 )

 

 

 


 

 

 


 

 

 

$ 6,340.5

  $ 398.5   6.28     $ 6,150.4     $ 446.8   7.26     $ 6,356.5     $ 422.9   6.65     1.16  

(34.3)

                (31.6 )                 (32.9 )               4.21  

617.1

                720.3                   691.6                 (6.69 )

440.2

                450.0                   424.2                 0.02  

 

 

 


 

 

 


 

 

 

7,363.5

                7,289.1                   7,439.4                 0.38 %

 

 

 


 

 

 


 

 

 

                                                           
                                                           

$ 2,527.5

  $ 54.1   2.14 %   $ 2,270.5     $ 71.2   3.14 %   $ 2,281.5     $ 61.0   2.67 %   1.71 %

823.4

    40.7   4.95       824.3       42.4   5.14       860.5       40.4   4.69     (2.30 )

283.6

    13.1   4.62       347.9       19.0   5.45       457.5       21.5   4.70     (12.10 )

 

 

 


 

 

 


 

 

 

$ 3,634.5

  $ 107.9   2.97     $ 3,442.7     $ 132.6   3.85     $ 3,599.5     $ 122.9   3.41     (0.70 )

91.5

    3.1   3.36       43.0       2.7   6.35       3.8       0.1   4.57     102.44  

28.8

    1.9   6.80       29.6       2.0   6.91       40.2       2.8   6.91     (16.40 )
                                                           

973.1

    32.2   3.26       1,051.2       59.1   5.62       1,285.2       57.5   4.47     0.64  

 

 

 


 

 

 


 

 

 

$ 4,727.9

  $ 145.1   3.07     $ 4,566.5     $ 196.4   4.30     $ 4,928.7     $ 181.3   3.72     (0.42 )

1,775.7

                1,922.0                   1,748.9                 0.99  

111.2

                124.4                   104.5                 (3.89 )

 

 

 


 

 

 


 

 

 

6,614.8

                6,612.9                   6,782.1                 (0.08 )

 

 

 


 

 

 


 

 

 

748.7

                676.2                   657.3                 4.46  

 

 

 


 

 

 


 

 

 

                                                           

$ 7,363.5

              $ 7,289.1                 $ 7,439.4                 0.38 %

 

 

 


 

 

 


 

 

 

    $ 253.5                 $ 250.4                 $ 239.6            
          3.21 %                 2.96 %                 2.93 %      
          4.00                   4.07                   3.77        
         

               

               

     

 

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

67


ITEM 9A.  CONTROLS AND PROCEDURES

 

At the end of the period covered by this Report, the Company’s Chief Executive Officer and Chief Financial Officer has each evaluated the effectiveness of the Company’s “Disclosure Controls and Procedures” and believes as of the date of evaluation, that the Company’s disclosure controls and procedures are reasonably designed to be effective for the purposes for which they are intended. As such term is used above, the Company’s Disclosure Controls and Procedures are controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities Exchange Commission’s rules and forms. Disclosure Controls and Procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

No significant changes in the Company’s disclosure controls or in other factors occurred that could significantly affect such controls after the date that the Company’s Chief Executive Officer and Chief Financial Officer conducted their evaluations of the Disclosure Controls and Procedures.

 

While the Company believes that its existing disclosure controls and procedures have been effective to accomplish the Company’s objectives, the Company intends to continue to examine, refine, and formalize its disclosure controls and procedures and to monitor ongoing developments in this area.

 

PART III

 

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

 

Information regarding directors is included in the Company’s 2004 Proxy Statement under the captions “Election of Directors” and “Compliance with Section 16(a) of the Securities Exchange Act of 1934” and is hereby incorporated by reference.

Information regarding executive officers is included in Part I of this report on pages 6 and 7 under the caption “Executive Officers.”

 

We have adopted a code of ethics that applies to all directors, officers, and employees including our chief executive officer, chief financial officer and chief accounting officer. You can find our code of ethics on our website by going to the following address: www.umb.com/investor. We will post any amendments to the code of ethics, as well as any waivers that are required to be disclosed, under the rules of either the SEC or NASDAQ.

 

ITEM 11.  EXECUTIVE COMPENSATION

 

This information is included in the Company’s 2004 Proxy Statement under the captions “Executive Compensation,” “Report of the Officers Salary and Stock Option Committee on Executive Compensation,” “Director Compensation,” “Salary Committee Interlocks and Insider Participation,” and “Performance Graph” and is hereby incorporated by reference.

 

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

Security Ownership of Certain Beneficial Owners

 

This information is included in the Company’s 2004 Proxy Statement under the caption “Principal Shareholders” and is hereby incorporated by reference.

 

68


Security Ownership of Management

 

This information is included in the Company’s 2004 Proxy Statement under the caption “Stock Beneficially Owned by Directors and Nominees and Executive Officers” and is hereby incorporated by reference.

 

Plan Category


   Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights. (a)


  

Weighted average

exercise price of
outstanding options,

warrants and rights. (b)


  

Number of securities
remaining available for future
issuance under equity
compensation plan

(excluding securities reflected
in column (a) (c)


Equity compensation plans approved by security holders

                

1992 Incentive Stock Option
Plan

   220,719    $ 36.53    None

2002 Incentive Stock Option
Plan

   162,806      48.86    830,244

Equity compensation plans not approved by security holders

   None      None    None
    
  

  

Total

   383,525    $ 41.76    830,244

 

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

This information is included in the Company’s 2004 Proxy Statement under the caption “Certain Transactions” and is hereby incorporated by reference.

 

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

 

This information is included in the Company’s 2004 Proxy Statement under the caption “Independent Auditor’s Fees” and is hereby incorporated by reference.

 

PART IV

 

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

 

Financial Statements and Financial Statement Schedules

 

The following consolidated financial statements of the Company are included in item 8 of this report.

 

Consolidated Balance Sheets as of December 31, 2003 and 2002

Consolidated Statements of Income for the Three Years Ended December 31, 2003

Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2003

Consolidated Statements of Shareholders’ Equity for the Three Years Ended December 31, 2003

Notes to Financial Statements

Independent Auditors’ Report

 

Condensed financial statements for the parent company only may be found in item 8 above. All other schedules have been omitted because the required information is presented in the financial statements or in the notes thereto, the amounts involved are not significant or the required subject matter is not applicable.

 

Reports on Form 8-K

 

i   October 16, 2003 the Company issued a press release of third quarter earnings for the third quarter ended September 30, 2003 and the year to date September 30, 2003.

 

69


ii   November 7, 2003 the Company sent a notice to its directors and officers informing them of a blackout period, which will temporarily prevent participants in the UMB Financial Corporation Profit Sharing and 401(k) Savings Plan and the Employee Stock Ownership Plan from engaging in transactions in the Company’s common stock in their plan accounts.

 

70


Exhibits

 

The following Exhibit Index lists the Exhibits to Form 10-K

 

3.1    Articles of Incorporation restated as of March 6, 2003, and filed with the Missouri Secretary of State on April 2, 2003, incorporated by reference to Exhibit 3(i) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, and filed with the Commission on May 12, 2003.
3.2    Bylaws, dated January 29, 2004.
4    Description of the Registrant’s common stock in Amendment No. 1 on Form 8 to its General Form for Registration of Securities on Form 10 dated March 5, 1993. * The following portions of those documents define some of the rights of the holders of the Registrant’s common stock, par value $1.00 per share: Articles III (authorized shares), X (amendment of the Bylaws) and XI (amendment of the Articles of Incorporation) of the Articles of Incorporation and Articles II (shareholder meetings), Sections 2 (number and classes of directors) and 3 (election and removal of directors) of Article III, Section 1(stock certificates) of Article VII and Section 4 (indemnification) of Article IX of the By-laws. Note: No long-term debt instrument issued by the Registrant exceeds 10% of the consolidated total assets of the Registrant and its subsidiaries. In accordance with paragraph 4 (iii) of Item 601 of Regulation S-K, the Registrant will furnish to the Commission, upon request, copies of long-term debt instruments and related agreements.
10.1    1992 Incentive Stock Option Plan incorporated by reference to Exhibit 2.8 to Form S-8 Registration Statement filed on February 17, 1993.
10.2    2002 Incentive Stock Option Plan incorporated by reference to Exhibit 4.4 to Form S-8 Registration Statement filed on December 20, 2002.
10.3    Indenture between United Missouri Bancshares, Inc., Issuer and NBD Bank, N.A., Trustee, incorporated by reference to Exhibit 4a to Form S-3 Registration Statement filed on December 4, 1992.
10.4    Stock Purchase Agreement by and among UMB Financial Corporation and the Stockholders of Sunstone Financial Group, Inc. dated April 3, 2001 and incorporated by reference to Exhibit 10.4 to Company’s Form 10-K filed on March 12, 2003.
10.5    Modification Agreement dated June 26, 2002 between UMB Financial Corporation and Miriam M. Allison and incorporated by reference to Exhibit 10.5 to Company’s Form 10-K filed on March 12, 2003.
10.6    Deferred Compensation Plan, dated as of April 20, 1995 and incorporated by reference to Exhibit 10.6 to Company’s Form 10-K filed on March 12, 2003.
21    Subsidiaries of the Registrant.
23    Consent of Independent Auditors
24    Powers of Attorney
31.1    CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act
31.2    CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act
32.1    CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act
32.2    CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act

 

*   Exhibit has heretofore been filed with the Securities and Exchange Commission and is incorporated herein as an exhibit by reference.

 

71


SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

UMB FINANCIAL CORPORATION

/S/    R. CROSBY KEMPER III


R. Crosby Kemper III

Chairman of the Board

/S/    DANIEL C. STEVENS


Daniel C. Stevens,

Chief Financial Officer

/S/    PATRICK J. DERPINGHAUS


Patrick J. Derpinghaus

Senior Vice President and Controller

(Chief Accounting Officer)

 

Date: March 11, 2004

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on the date indicated.

 


Miriam M. Allison

   Director

PAUL D. BARTLETT, JR.


Paul D. Bartlett, Jr.

   Director

THOMAS E. BEAL


Thomas E. Beal

   Director

H. Alan Bell

   Director

WILLIAM L. BISHOP


William L. Bishop

   Director

DAVID R. BRADLEY, JR.


David R. Bradley, Jr.

   Director

CYNTHIA J. BRINKLEY


Cynthia J. Brinkley

   Director

NEWTON A. CAMPBELL


Newton A. Campbell

   Director

 

72



Vincent J. Ciavardini

   Director, Vice Chairman

TERRENCE P. DUNN


Terrence P. Dunn

   Director

WILLIAM TERRY FULDNER


William Terry Fuldner

   Director

PETER J. GENOVESE


Peter J. Genovese

   Director, Vice Chairman

GREGORY M. GRAVES


Gregory M. Graves

   Director

Royce M. Hammons

   Director

Richard Harvey

  

Director

  CHRIS N. HOFFMAN III


Chris N. Hoffman III

  

Director


R. Crosby Kemper

  

Director, Senior Chairman of the Board

  ALEXANDER C. KEMPER


Alexander C. Kemper

  

Director


Mariner Kemper

  

Director, Vice Chairman


Tom J. McDaniel

  

Director


William J. McKenna

  

Director

JOHN H. MIZE, JR.


John H. Mize, Jr.

  

Director


Mary Lynn Oliver

  

Director


Douglas F. Page

  

Director

 

73


ROBERT W. PLASTER


Robert W. Plaster

  

Director

KRIS A. ROBBINS


Kris A. Robbins

  

Director

  ALAN W. ROLLEY


Alan W. Rolley

  

Director


Thomas D. Sanders

  

Director


James A. Sangster

  

Director

L. JOSHUA SOSLAND


L. Joshua Sosland

  

Director

PAUL UHLMANN III


Paul Uhlmann III

  

Director


E. Jack Webster, Jr.

  

Director

JON M. WEFALD


Jon M. Wefald

  

Director


J. Lyle Wells, Jr.

  

Director

THOMAS J. WOOD III


Thomas J. Wood III

  

Director

*/S/     R. CROSBY KEMPER III           


R. Crosby Kemper III

Attorney-in-Fact for each director

  

Director, Chairman of the Board

 

Date: March 11, 2004

 

 

74