UMB FINANCIAL CORP - 10-Q Quarterly Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2004

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-4887

UMB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Missouri

43-0903811

(State or other jurisdiction of

Incorporation or organization)

(I.R.S. – Employer

Identification Number)

1010 Grand Boulevard

Kansas City, Missouri 64106

(Address of principal executive offices and Zip Code)

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

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

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

As of October 29, 2004, UMB Financial Corporation had 21,652,925 shares of common stock outstanding.

UMB FINANCIAL CORPORATION

FORM 10-Q

INDEX


PART I – FINANCIAL INFORMATION		3

ITEM 1. FINANCIAL STATEMENTS		3

CONDENSED CONSOLIDATED BALANCE SHEETS		3

CONDENSED CONSOLIDATED STATEMENTS OF INCOME		4

STATEMENTS OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY		5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS		6

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		7

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		16

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		32

ITEM 4. CONTROLS AND PROCEDURES		37

PART II - OTHER INFORMATION		38

ITEM 1. LEGAL PROCEEDINGS		38

ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS		38

ITEM 3. DEFAULTS UPON SENIOR SECURITIES		38

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS		38

ITEM 5. OTHER INFORMATION		38

ITEM 6. EXHIBITS		39

SIGNATURES		40

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

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

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

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

UMB FINANCIAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, dollars in thousands, except per share data)


	September 30,						December 31, 2003
	2004			2003			December 31, 2003
ASSETS
Loans:
Commercial, financial and agricultural	$	1,137,912		$	1,159,641		$	1,186,660
Real estate construction		20,420			16,204			18,519
Consumer		1,013,135			875,805			928,492
Real estate		646,296			583,505			581,154
Leases		5,028			7,241			7,467
Allowance for loan losses		(45,070	)		(43,346	)		(43,494	)

Net loans		2,777,721			2,599,050			2,678,798
Securities available for sale:
U.S. Treasury and agencies		1,146,081			1,662,030			2,178,830
State and political subdivisions		417,302			437,018			391,869
Mortgage backed		949,258			795,516			836,570
Commercial paper		—			15,173			—

Total securities available for sale		2,512,641			2,909,737			3,407,269
Securities held to maturity:
State and political subdivisions (market value of $224,064, $361,234 and $314,705 respectively)		220,237			350,253			306,130
Federal Reserve Bank stock and other		8,504			8,527			8,544
Federal funds sold		20,000			47,077			11,978
Securities purchased under agreements to resell		334,748			72,216			264,737
Interest bearing due from banks		1,834			1,834			1,834
Trading securities		77,176			58,057			60,780

Total earning assets		5,952,861			6,046,751			6,740,070
Cash and due from banks		445,006			616,153			647,150
Bank premises and equipment, net		220,396			224,193			219,281
Accrued income		37,549			46,438			40,428
Goodwill on purchased affiliates		58,884			57,427			57,428
Other intangibles		5,045			5,787			5,601
Other assets		152,521			31,926			39,023

Total assets	$	6,872,262		$	7,028,675		$	7,748,981

LIABILITIES
Deposits:
Noninterest-bearing demand	$	1,811,368		$	1,926,205		$	2,098,122
Interest-bearing demand and savings		2,088,305			2,377,024			2,451,743
Time deposits under $100,000		650,361			747,323			714,225
Time deposits of $100,000 or more		226,552			222,399			371,597

Total deposits		4,776,586			5,272,951			5,635,687
Federal funds purchased and repurchase agreements		1,076,140			784,772			1,173,927
Short-term debt		52,680			91,410			70,604
Long-term debt		15,744			16,694			16,280
Accrued expenses and taxes		20,842			37,872			28,148
Other liabilities		110,720			16,490			12,412

Total liabilities		6,052,712			6,220,189			6,937,058

SHAREHOLDERS’ EQUITY
Common stock, $1.00 par value; authorized 33,000,000 shares, 27,528,365, 27,528,365 and 27,528,365 issued, 21,650,414, 21,737,284 and 21,694,078 shares outstanding, respectively.		27,528			27,528			27,528
Capital surplus		726,488			726,377			726,405
Retained earnings		299,084			268,449			281,556
Accumulated other comprehensive income		(4,103	)		10,534			3,183
Treasury stock, 5,877,951, 5,791,081 and 5,834,287 shares, at cost, respectively		(229,447	)		(224,402	)		(226,749	)

Total shareholders’ equity		819,550			808,486			811,923

Total liabilities and shareholders’ equity	$	6,872,262		$	7,028,675		$	7,748,981

See Notes to Condensed Consolidated Financial Statements.

UMB FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited, dollars in thousands except share and per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2004		2003		2004		2003
INTEREST INCOME
Loans	$	33,836	$	33,186	$	97,113	$	100,218
Securities:
Taxable interest		13,766		15,612		42,666		55,301
Tax-exempt interest		4,673		6,284		14,390		19,021

Total securities income		18,439		21,896		57,056		74,322
Federal funds and resell agreements		1,048		347		2,707		1,131
Trading securities and other		616		290		1,550		1,103

Total interest income		53,939		55,719		158,426		176,774

INTEREST EXPENSE
Deposits		6,523		7,250		18,929		26,029
Federal funds and repurchase agreements		3,025		1,615		7,364		6,451
Short-term debt		21		63		109		149
Long-term debt		206		233		675		840

Total interest expense		9,775		9,161		27,077		33,469

Net interest income		44,164		46,558		131,349		143,305
Provision for loan losses		1,887		2,867		5,420		9,880

Net interest income after provision for loan losses		42,277		43,691		125,929		133,425

NONINTEREST INCOME
Trust and securities processing		18,822		21,918		55,896		64,657
Trading and investment banking		3,667		5,123		13,682		16,059
Service charges on deposits		18,599		17,921		55,767		53,489
Insurance and brokerage		2,652		3,277		8,882		10,096
Bankcard fees		9,239		9,402		27,093		27,901
Gains on sales of securities available for sale, net		—		—		141		6
Other		3,246		3,115		13,515		9,480

Total noninterest income		56,225		60,756		174,976		181,688

NONINTEREST EXPENSE
Salaries and employee benefits		47,271		48,601		144,593		147,398
Occupancy, net		6,643		6,454		19,542		18,512
Equipment		11,175		10,882		32,819		31,642
Supplies, postage and telephone		5,461		5,842		16,690		17,611
Marketing and business development		3,825		3,759		11,280		10,815
Processing fees		5,213		5,337		15,514		15,248
Legal and consulting		1,669		1,792		6,082		5,009
Amortization of other intangibles		185		183		556		1,025
Other		3,652		7,077		15,851		16,443

Total noninterest expense		85,094		89,927		262,927		263,703

Income before income taxes		13,408		14,520		37,978		51,410
Income tax expense		1,400		1,287		6,798		10,194

NET INCOME	$	12,008	$	13,233	$	31,180	$	41,216

PER SHARE DATA
Net income - Basic	$	0.55	$	0.61	$	1.44	$	1.89
Net income - Diluted		0.55		0.61		1.43		1.89
Dividends		0.21		0.20		0.63		0.60

Weighted average shares outstanding		21,664,878		21,743,916		21,675,626		21,805,939

See Notes to Condensed Consolidated Financial Statements.

UMB FINANCIAL CORPORATION

STATEMENTS OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY

(unaudited, dollars in thousands)


	Common Stock		Capital Surplus		Retained Earnings			Accumulated Other Comprehensive Income			Treasury Stock			Total
Balance - January 1, 2003	$	27,528	$	726,368	$	240,295		$	23,678		$	(215,069	)	$	802,800
Net income		—		—		41,216			—			—			41,216
Comprehensive income, change in unrealized gain on securities of $20,672, net of tax $7,528		—		—		—			(13,144	)		—			(13,144	)

Total comprehensive income															28,072
Cash dividends ($0.60 per share)		—		—		(13,062	)		—			—			(13,062	)
Purchase of treasury stock		—		—		—			—			(9,414	)		(9,414	)
Sale of treasury stock		—		—		—			—			24			24
Exercise of stock options		—		9		—			—			57			66

Balance - September 30, 2003	$	27,528	$	726,377	$	268,449		$	10,534		$	(224,402	)	$	808,486

Balance - January 1, 2004	$	27,528	$	726,405	$	281,556		$	3,183		$	(226,749	)	$	811,923
Net income		—		—		31,180			—			—			31,180
Comprehensive income, change in unrealized loss on securities of $11,662, net of tax $4,286 and the reclassification adjustment for gains included in net income of $141 net of tax $51		—		—		—			(7,286	)		—			(7,286	)

Total comprehensive income															23,894
Cash dividends ($0.63 per share)		—		—		(13,652	)		—			—			(13,652	)
Purchase of treasury stock		—		—		—			—			(3,175	)		(3,175	)
Sale of treasury stock		—		—		—			—			3			3
Exercise of stock options		—		83		—			—			474			557

Balance - September 30, 2004	$	27,528	$	726,488	$	299,084		$	(4,103	)	$	(229,447	)	$	819,550

See Notes to Condensed Consolidated Financial Statements.

UMB FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, dollars in thousands)


	Nine Months Ended September 30,
	2004			2003
Operating Activities
Net Income	$	31,180		$	41,216
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		5,420			9,880
Depreciation and amortization		23,843			24,144
Deferred income taxes		(4,564	)		2,659
Net (increase) decrease in trading securities and other earning assets		(16,396	)		13,417
Gains on sales of securities available for sale		141			6
Amortization of securities premiums, net of discount accretion		22,676			18,127
Gain on sale of other assets		(1,852	)		—
Changes in:
Accrued income		2,879			11,823
Accrued expenses and taxes		(4,192	)		(2,753	)
Other assets and liabilities, net		13,201			15,048

Net cash provided by operating activities	$	72,336		$	133,567

Investing Activities
Proceeds from maturities of securities held to maturity	$	85,582		$	80,004
Proceeds from sales of securities available for sale		10,977			—
Proceeds from maturities of securities available for sale		5,431,835			10,627,859
Purchases of securities held to maturity		(462	)		—
Purchases of securities available for sale		(4,581,709	)		(9,863,967	)
Net increase in loans		(104,343	)		(1,369	)
Net increase in fed funds and resell agreements		(78,033	)		(1,462	)
Investment in consolidated subsidiary		(1,456	)		(2,666	)
Purchases of bank premises and equipment		(27,317	)		(16,842	)
Security settlements		(22,977	)		—
Net change in unsettled securities transactions		—			3,418
Proceeds from sales of bank premises and equipment		5,038			207

Net cash provided by investing activities	$	717,135		$	825,182

Financing Activities
Net decrease in demand and savings deposits	$	(650,192	)	$	(242,048	)
Net decrease in time deposits		(208,909	)		(331,948	)
Net decrease in fed funds/repurchase agreements		(97,787	)		(424,998	)
Net decrease in short-term debt		(17,924	)		(3,311	)
Proceeds from long-term debt		3,380			5,995
Repayment of long-term debt		(3,916	)		(15,603	)
Cash dividends		(13,652	)		(13,062	)
Proceeds from exercise of stock options and sales of treasury shares		560			90
Purchases of treasury stock		(3,175	)		(9,414	)

Net cash used in financing activities	$	(991,615	)	$	(1,034,299	)

Decrease in cash and due from banks	$	(202,144	)	$	(75,550	)
Cash and due from banks at beginning of period		647,150			691,703

Cash and due from banks at end of period	$	445,006		$	616,153

See Notes to Condensed Consolidated Financial Statements.

UMB FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004

1. Financial Statement Presentation

The consolidated financial statements include the accounts of UMB Financial Corporation and its subsidiaries (collectively, the “Company”) after elimination of all material intercompany transactions. In the opinion of management of the Company, all adjustments, which were of a normal recurring nature and necessary for a fair presentation of the financial position and results of operations, have been made. The results of operations and cash flows for the interim periods presented may not be indicative of the results of the full year. The financial statements should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations and in conjunction with the Company’s 2003 Annual Report on Form 10-K.

2. Summary of Accounting Policies

The Company is a multi-bank holding company and financial 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, Arizona, 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.

Loans. Affiliate banks enter into lease financing transactions that are generally recorded as financial leases. Income is recognized on a basis that results in an approximately level rate of return over the life of the lease.

A loan is considered to be impaired when management believes it is probable that the Company 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 of 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.

Securities. Debt securities available for sale by the Company 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 intentions and the Company’s ability to hold them to maturity. Certain significant unforeseeable changes in circumstances may change the Company’s 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 included in trading and investment banking income. Interest income on trading securities is included in income from earning assets.

UMB FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004

Goodwill and Other Intangibles. Effective January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 142, as required for goodwill and indefinite-lived intangible assets resulting from business combinations. SFAS No. 142 requires that goodwill and intangible assets deemed to have indefinite lives are no longer amortized, but are tested at least annually for impairment. 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 tested for impairment annually. The Company has elected November 30 as its annual measurement date for testing impairment and as a result of the impairment test performed on that date in 2003 and 2002, no impairment charge was recorded. Other intangible assets are amortized over a period of 10 years.

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 quarterly per share data includes the diluted effect of 63,266 and 65,637 shares issueable under options granted by the Company at September 30, 2004 and 2003. Diluted year-to-date per share data includes diluted effect of 70,631 and 38,042 shares issueable under options granted by the Company at September 30, 2004 and 2003.

Accounting for Stock-Based Compensation. Stock-based compensation is recognized using the intrinsic value method for accounting purposes. Pro forma net income and earnings per share are disclosed as if the fair value method had been applied.

The Company applies Accounting Principles Board Opinion (“APB”) No. 25, “Accounting for Stock Issued to Employees,” and related interpretations in accounting for its plans. Accordingly, no compensation cost has been recognized for the stock option plan. The table below, in accordance with SFAS No. 148 “Accounting for Stock Based Compensation – Transition and Disclosure, an Amendment to FASB Statement 123”, discloses the effect on the Company’s net income and per share data for the three months ended September 30, 2004 and 2003 and for the nine-months ended September 30, 2004 and 2003, had compensation costs for the Company’s plans been determined based upon the fair value at the grant date for awards under these plans consistent with the methodology prescribed under SFAS No. 123, “Accounting for Stock-Based Compensation.”


	Three Months Ended September 30,				Nine Months Ended September 30,
*(dollars in thousands)*	2004		2003		2004		2003
Net income, as reported	$	12,008	$	13,233	$	31,180	$	41,216
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		85		68		250		219

Pro forma net income	$	11,923	$	13,165	$	30,930	$	40,997

Earnings per share:
Basic-as reported		0.55		0.61		1.44		1.89
Basic-pro forma		0.55		0.61		1.43		1.88
Diluted-as reported		0.55		0.61		1.43		1.89
Diluted-pro forma		0.55		0.60		1.42		1.88

3. New Accounting Pronouncements

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.

UMB FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004

Emerging Issues Task Force (EITF) Issue 03-1 – “The Meaning of Other-than-temporary Impairment and Its Application to Certain Investments”. EITF 03-1 provides guidance that should be used to determine when an investment is considered impaired, whether that impairment is other-than-temporary, and the measurement of an impairment loss. The provisions of EITF 03-1 are applicable to investments accounted for under SFAS No. 115, “Accounting for Certain Debt and Equity Securities”. Under the provisions of EITF 03-1, an investment is considered to be impaired if the fair value is less than that its amortized cost. The impairment is deemed to be other-than-temporary unless: a) the investor has the ability and intent to hold an investment for a reasonable period of time sufficient for a forecasted recovery of fair value up to (or beyond) the cost of the investment, and b) evidence indicating that the cost of the investment is recoverable within a reasonable period of time outweighs evidence to the contrary. If the impairment is deemed other-then-temporary an impairment loss should be recognized in the income statement equal to the difference between the fair value and the cost basis.

The recognition and measurement guidance in EITF Issue 03-1 has been delayed until the task force provides further implementation guidance. For investments accounted for under SFAS No. 115 that are within the scope if EITF 03-1 the disclosure requirements were effective for annual financial statements for fiscal years ending December 15, 2003.

4. Allowance for loan losses

This table is an analysis of the allowance for loan losses for the three and nine months ended September 30, 2004 and 2003 (dollars in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2004			2003			2004			2003
Allowance - July 1, and January 1,	$	44,744		$	40,249		$	43,494		$	37,328
Additions (deductions):
Charge-offs	$	(2,250	)	$	(2,400	)	$	(6,739	)	$	(7,976	)
Recoveries		689			2,630			2,895			4,114

Net charge-offs	$	(1,561	)	$	230		$	(3,844	)	$	(3,862	)

Provision charged to expense		1,887			2,867			5,420			9,880

Allowance - September 30,	$	45,070		$	43,346		$	45,070		$	43,346

Impaired loans under SFAS No. 114. SFAS No. 114, “Accounting by Creditors for Impairment of a Loan” requires that impaired loans be measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, at the loan’s observable market price, or at the fair value of the collateral securing the loan. The summary below provides an analysis of impaired loans under SFAS No. 114 for the nine-months ended September 30, 2004 and 2003 and for the year December 31, 2003 (dollars in thousands):


	Nine Months Ended September 30,				December 31,
	2004		2003		2003
Total impaired loans as of September 30 and December 31	$	7,821	$	12,791	$	10,725

Amount of impaired loans which have a related allowance	$	1,216	$	3,480	$	1,898
Amount of related allowance		868		2,508		1,030

Remaining impaired loans with no allowance	$	6,605	$	9,311	$	8,827

Average recorded investment in impaired loans (approximately) during the period	$	10,563	$	10,181	$	10,290

UMB FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004

5. Goodwill and other intangibles

Changes in the carrying amount of goodwill for the nine-months ended September 30, 2004 and 2003 by operating segment as follows (dollars in thousands):


	Retail Banking		Trust and Wealth Management		Investment Services Group		Total
Balances as of January 1, 2003	$	34,743	$	10,479	$	9,539	$	54,761
Goodwill acquired during period		—		—		2,666		2,666

Balances as of September 30, 2003	$	34,743	$	10,479	$	12,205	$	57,427

Balances as of January 1, 2004	$	34,743	$	10,479	$	12,206	$	57,428
Goodwill acquired during period		—		—		1,456		1,456

Balances as of September 30, 2004	$	34,743	$	10,479	$	13,662	$	58,884

Following are the intangible assets that continue to be subject to amortization as of September 30, 2004 and 2003 (in thousands):


	As of September 30, 2004
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Core deposit intangible assets	$	16,777	$	16,724	$	53
Other intangible assets		7,200		2,208		4,992

Total	$	23,977	$	18,932	$	5,045


	As of September 30, 2003
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Core deposit intangible assets	$	16,777	$	16,712	$	65
Other intangible assets		7,200		1,478		5,722

Total	$	23,977	$	18,190	$	5,787


	As of December 31, 2003
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2004		2003		2004		2003
Aggregate amortization expense	$	185	$	183	$	556	$	1,025


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

UMB FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004

6. 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 September 30, 2004 and 2003 were $181.0 million and $164.1 million, respectively. As of September 30, 2004 and 2003, standby letters of credit totaling $42.9 million and $30.5 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.

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 $46.7 million and $39.8 million during the nine-months ended September 30, 2004 and 2003, respectively. Net futures activity resulted in losses for the nine-months ended September 30, 2004 and 2003 were respectively $0.6 million and $0.9 million. The Company controls the credit risk of its futures contracts through credit approvals, limits and monitoring procedures.

UMB FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004

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 the nine-months ended September 30, 2004, contracts to purchase and to sell foreign currency averaged approximately $14.9 million compared to $11.4 million during the same period in 2003. The net gains on these foreign exchange contracts for the nine-months ended September 30, 2004 and 2003 were $1.1 million and $1.3 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, Arizona and Illinois. At September 30, 2004, 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 (dollars in thousands)


	September 30,				December 31,
	2004		2003		2003
Commitments to extend credit for loans (excluding credit card loans)	$	859,595	$	824,591	$	796,737
Commitments to extend credit under credit card loans		899,983		875,205		891,493
Commercial letters of credit		10,053		7,498		7,341
Standby letters of credit		180,963		164,061		171,293
Futures contracts		58,700		42,400		38,300
Forward foreign exchange contracts		13,666		6,135		8,033

7. 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 assess 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, separately, 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 September 30, 2004. 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

UMB FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004

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.

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 banking services to high net worth individuals. The Company’s proprietary funds, the UMB 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):


	Three Months Ended September 30
	Commercial Banking				Retail Banking
	2004		2003		2004			2003
Net interest income	$	23,125	$	23,921	$	18,168		$	19,693
Provision for loan losses		1,007		1,111		880			1,756
Noninterest income		18,819		17,970		16,020			16,437
Depreciation and amortization		1,749		1,489		4,510			4,156
Noninterest expense		28,630		29,513		30,432			30,587
Net income (loss)		10,558		9,778		(1,634	)		(369	)

Average Assets		4,199,762		4,480,324		2,409,376			2,317,014
Expenditures for additions to premises and equipment		2,676		1,131		10,260			2,765

UMB FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004


	Trust and Wealth Management						Investment Services Group
	2004			2003			2004			2003
Net interest income	$	115		$	111		$	1,391		$	1,687
Provision for loan losses		—			—			—			—
Noninterest income		13,804			13,060			7,421			7,698
Depreciation and amortization		1,158			2,168			688			666
Noninterest expense		9,860			7,742			6,372			6,413
Net income		2,901			3,261			1,752			2,306

Average Assets		26,211			24,246			49,778			50,859
Expenditures for additions to premises and equipment		1,308			618			755			709

	Treasury and Other						Total Consolidated Company
	2004			2003			2004			2003
Net interest income	$	1,365		$	1,146		$	44,164		$	46,558
Provision for loan losses		—			—			1,887			2,867
Noninterest income		161			5,591			56,225			60,756
Depreciation and amortization		—			—			8,105			8,479
Noninterest expense		1,695			7,193			76,989			81,448
Net income (loss)		(1,569	)		(1,743	)		12,008			13,233

Average Assets		—			—			6,685,127			6,872,443
Expenditures for additions to premises and equipment		—			—			14,999			5,223

	Nine Months Ended September 30
	Commercial Banking						Retail Banking
	2004			2003			2004			2003
Net interest income	$	69,401		$	74,624		$	54,422		$	60,955
Provision for loan losses		2,021			3,910			3,399			5,970
Noninterest income		60,594			57,251			46,074			49,292
Depreciation and amortization		4,950			4,487			12,996			12,926
Noninterest expense		85,560			85,134			91,122			92,023
Net income (loss)		37,464			38,344			(7,021	)		(672	)

Average Assets		4,429,869			4,777,312			2,379,259			2,335,901
Expenditures for additions to premises and equipment		5,567			3,427			16,044			7,313

	Trust and Wealth Management						Investment Services Group
	2004			2003			2004			2003
Net interest income	$	407		$	318		$	4,867		$	5,807
Provision for loan losses		—			—			—			—
Noninterest income		40,856			36,241			21,763			22,118
Depreciation and amortization		3,945			4,907			1,952			1,824
Noninterest expense		29,430			24,000			20,073			18,781
Net income		7,888			7,652			4,605			7,320

Average Assets		25,160			25,017			54,444			50,188
Expenditures for additions to premises and equipment		3,882			3,358			1,824			2,744

UMB FINANCIAL CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004


	Treasury and Other						Total Consolidated Company
	2004			2003			2004		2003
Net interest income	$	2,252		$	1,601		$	131,349	$	143,305
Provision for loan losses		—			—			5,420		9,880
Noninterest income		5,689			16,786			174,976		181,688
Depreciation and amortization		—			—			23,844		24,144
Noninterest expense		12,899			19,621			239,083		239,559
Net income (loss)		(11,756	)		(11,428	)		31,180		41,216

Average Assets		—			—			6,888,732		7,188,418
Expenditures for additions to premises and equipment		—			—			27,317		16,842

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following financial review presents management’s discussion and analysis of the condensed consolidated financial condition and results of operations of the Company. This review highlights the material changes in the results of operations and changes in financial condition for the nine-month period ended September 30, 2004. It should be read in conjunction with the accompanying consolidated financial statements, notes to condensed consolidated financial statements and other financial statistics appearing elsewhere in this report. Results of operations for the periods included in this review are not necessarily indicative of results to be attained during any future period.

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Certain matters discussed in this report and the documents incorporated herein by reference contain forward-looking statements of expected future developments within the meaning of and pursuant to the safe harbor provisions established by Section 21E of the Securities Exchange Act of 1934, as amended 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 and in documents incorporated herein by reference. 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 that the three factors having the greatest impact on the Company’s earnings are the low interest rate environment, the relative flatness in the acquisition of new customers and sales to existing customers, and the overall health of the equity and financial markets.

The low interest rate environment adversely impacts the Company’s net interest income because the Company’s 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 Company can meet its cash needs. The Company’s strong liquidity and capital position adversely impacted the Company’s net interest income in a declining rate environment. Company management believes that interest rates will continue to increase so the Company’s net interest income should begin to improve. Interest rates are not increasing as quickly as originally forecasted by economical experts. However, Company management continues to believe that interest rates will increase because of the overall expansion of the economy and the size of both the federal and trade deficits. Company management believes that the slower rate of interest rate increases is caused in part by the Federal Reserve’s desire to gently control inflationary pressures within the economy. Item 3, Quantitative Disclosures about Market Risk discusses in detail the impact of rising and declining rates on the Company’s net interest income.

Net interest income is the 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 Company from lowering of rates on interest bearing deposits to match the decrease in yields on earning assets. Even though

the Federal Reserve Bank has increased rates 75 basis points in the past three months not all earning assets reprice with the change in rates. The Company will not receive the benefit of such increased rates until those earning assets are repriced. The earning assets repricing and competitive deposit repricing 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 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.

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 the 1990’s. There has been a demand in these markets for bank services delivered with a customer-centric focus. The Company has entered the Phoenix, Arizona market in 2004 through a loan production office. Management believes that the Phoenix, Arizona market will provide additional loan growth. The Company has already experienced loan growth in this new market. However, the Company has not experienced sustained growth in either net new customers or increased sales to existing customers within its more established markets. Management has placed a renewed emphasis on regaining its traditional leadership in those markets through a combined strategy of focused sales and introduction of new and enhanced consumer and commercial products such as small business banking. 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 $12.0 million for the three-months ended September 30, 2004, compared to $13.2 million for the same period a year earlier. This represents a 9.3% decrease over the three-month period ended September 30, 2003, which was primarily due to lower net interest income. Earnings per share for the third quarter 2004 were $0.55 per share compared to $0.61 per share for the third quarter 2003. Return on average assets and return on average common shareholders’ equity for the three-month period ended September 30, 2004 was 0.71% and 5.83% respectively, as compared to 0.76% and 6.53% for the three-month period ended September 30, 2003.

The Company recorded consolidated net income of $31.2 million for the nine-months ended September 30, 2004, compared to $41.2 million for the same period a year earlier. This represents a 24.3% decrease over the nine-month period ended September 30, 2003, which was primarily due to lower net interest income. Earnings per share for the nine-months ended September 30, 2004 were $1.44 per share compared to $1.89 per share for the same period a year earlier. Return on average assets and return on average shareholders’ equity for the nine-month period ended September 30, 2004 was 0.60% and 5.08% as compared to 0.77% and 6.83% for the nine-month period ended September 30, 2003.

Net interest income for the third quarter of 2004 declined 5.1% from the third quarter 2003. Net interest income year-to-date September 30, 2004 declined 8.3% compared to year-to-date September 30, 2003. The decline in 2004 compared to 2003 was due to lower loan investment yields, partially offset by lower interest bearing deposit rates.

Provision for loan losses declined $1.0 million in the third quarter of 2004 and $4.5 million year-to-date September 30, 2004, compared to the same periods a year earlier. The decline was due to lower net charge-offs and an adequate reserve for loan losses compared to management’s estimate of inherent losses within the loan portfolio.

Noninterest income decreased $4.5 million in the third quarter of 2004. The decrease was caused by a reduction in fees resulting from the sale of the Company’s employee benefit accounts and lower trading and investment banking income.

Noninterest income decreased $6.7 million for the nine-months ended September 30, 2004 due to lower trust and securities processing fees and lower trading and investment banking income. These were partially offset by a $3.1 million one-time gain on the sale of employee benefit accounts and higher service charges on deposits.

Noninterest expenses decreased $4.8 million for the third quarter of 2004 compared to the third quarter of 2003. The decrease was primarily due to a $1.8 million gain on the sale of the Company owned parking lot in the third quarter of 2004. Also, the Company recorded a $1.4 million loss on the sale of a repossessed real estate property in the third quarter of 2003.

Noninterest expense remained flat year-to-date September 30, 2004 compared to year-to-date September 30, 2003.

Income taxes remained flat relative to taxable income for both the third quarter and year-to-date September 30, 2004 compared to the same periods in 2003. In the third quarter 2004 the Company recorded a $1.84 million tax credit for rehabilitation of the Company’s 928 Grand Boulevard, Kansas City, MO property. In the third quarter 2003, the Company recorded a $1.8 million reduction in the tax reserve resulting from favorable management conclusions with respect to reduced risks associated with tax positions taken in past years.

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 assets and the related funding sources, the overall mix of these assets and liabilities and the rates paid on each, affects net interest income. For the three-month period ended September 30, 2004 net interest income declined $2.4 million and the year-to-date ended September 30, 2004 declined $12.0 million. The decline year-to-date September 30, 2004 was due primarily to lower rates on earning assets, lower loan rates in particular, as shown in Table 1 and 2. The decline for the three-months ended September 30, 2004 was due to lower loan rates and higher rates on Federal Funds Purchased and Repurchase Agreements as shown in Table 1 and 2. The earning asset portfolio, by design, is very short in duration and has been negatively impacted by the continuation of lower interest rates. Three rate increases in the third quarter of 2004 had a positive impact on the change in net interest income.

Management anticipates that there will be some improvement in its net interest income. 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 continue to rise albeit at a slower rate than initially believed, which will depend on actions by the Federal Reserve Bank. The Federal Reserve Bank has raised interest rates 75 basis points since June 30, 2004. Given the term of the Company’s earning assets, a rising rate environment would have a positive impact on the Company’s net interest income. However, before any positive impact on interest margin is realized, the Company will have to experience sustained loan growth and more rate increases from the Federal Reserve Bank. Finally, management has undertaken a strategic initiative to focus additional efforts on marketing, product enhancements such as small business banking and streamlining the approval process for both commercial and consumer loan product suites. These efforts are designed to increase volumes of new applications and booked loans.

Table 1

AVERAGE BALANCES/YIELDS AND RATES (tax equivalent basis) (unaudited, dollars in thousands)

The following table presents, for the periods indicated, the total dollar amount of interest income from average interest-earning assets and resultant yields, as well as the interest expense on average interest-bearing liabilities, expressed in both dollars and rates. All average balances are daily average balances. The average yield on earning assets without the tax-equivalent basis would have been 3.50% year-to-date September 30, 2004 and 3.73% year-to-date September 30, 2003 and 3.65% for the three-months ended September 30, 2004 and 3.66% for the three-months ended September 30, 2003.


	Nine Months Ended September 30,
	2004					2003
	Average Balance			Average Yield/Rate		Average Balance			Average Yield/Rate
Assets
Loans, net of unearned interest	$	2,759,622		4.71	%	$	2,569,396		5.24	%
Securities:
Taxable		2,336,766		2.44			2,849,965		2.59
Tax-exempt		619,071		4.73			736,295		5.38

Total securities		2,955,837		2.92			3,586,260		3.17
Federal funds and resell agreements		268,655		1.35			125,837		1.20
Other earning assets		69,929		3.05			50,103		3.08

Total earning assets		6,054,043		3.67			6,331,596		3.97
Allowance for loan losses		(44,304	)				(39,779	)
Other assets		878,993					896,601

Total assets	$	6,888,732				$	7,188,418

Liabilities and Shareholders’ Equity
Interest-bearing deposits	$	3,097,582		0.82	%	$	3,541,541		0.98	%
Federal funds and repurchase agreements		1,025,635		0.96			957,519		0.90
Borrowed funds		35,228		2.97			42,007		3.15

Total interest-bearing liabilities		4,158,445		0.87			4,541,067		0.99
Noninterest-bearing demand deposits		1,862,712					1,769,507
Other liabilities		47,653					70,718
Shareholders’ equity		819,922					807,126

Total liabilities and shareholders’ equity	$	6,888,732				$	7,188,418

Net interest spread				2.80	%				2.98	%
Net interest margin				3.07					3.26


	Three Months Ended September 30,
	2004					2003
	Average Balance			Average Yield/Rate		Average Balance			Average Yield/Rate
Assets
Loans, net of unearned interest	$	2,816,287		4.79	%	$	2,601,352		5.11	%
Securities:
Taxable		2,139,770		2.56			2,493,004		2.48
Tax-exempt		608,824		4.63			766,166		5.09

Total securities		2,748,594		3.02			3,259,170		3.10
Federal funds and resell agreements		245,774		1.70			126,594		1.09
Other earning assets		74,662		3.37			45,380		2.62

Total earning assets		5,885,317		3.81			6,032,496		3.92
Allowance for loan losses		(44,662	)				(41,000	)
Other assets		844,472					880,945

Total assets	$	6,685,127				$	6,872,441

Liabilities and Shareholders’ Equity
Interest-bearing deposits	$	3,026,474		0.86	%	$	3,339,144		0.86	%
Federal funds and repurchase agreements		981,900		1.23			806,847		0.79
Borrowed funds		22,388		4.03			50,097		2.34

Total interest-bearing liabilities		4,030,762		0.96			4,196,088		0.87
Noninterest-bearing demand deposits		1,788,181					1,795,900
Other liabilities		46,996					76,024
Shareholders’ equity		819,188					804,429

Total liabilities and shareholders’ equity	$	6,685,127				$	6,872,441

Net interest spread				2.85	%				3.05	%
Net interest margin				3.15					3.32

Table 2 presents the dollar amount of change in the net interest income and margin due to volume and rate. Table 2 also reflects the effect that interest free funds have on net interest margin. Interest free funds (the total earning assets less interest-bearing liabilities) increased $18.1 million for the three-month period ended September 30, 2004 compared to the same period in 2003 and increased $105.1 million for the nine-month period ended September 30, 2004 compared to the same period in 2003.

Table 2

ANALYSIS OF CHANGES IN NET INTEREST INCOME AND MARGIN (unaudited, dollars in thousands)

ANALYSIS OF CHANGES IN NET INTEREST INCOME


	Three Months Ended September 30, 2004 vs 2003									Nine Months Ended September 30, 2004 vs 2003
	Volume			Rate			Total			Volume			Rate			Total
Change in interest earned on:
Loans	$	2,750		$	(2,100	)	$	650		$	7,305		$	(10,410	)	$	(3,105	)
Securities:
Taxable		(2,320	)		474			(1,846	)		(9,561	)		(3,074	)		(12,635	)
Tax-exempt		(1,119	)		(492	)		(1,611	)		(2,633	)		(1,998	)		(4,631	)
Federal funds sold and resell agreements		440			261			701			1,420			156			1,576
Other		226			100			326			458			(11	)		447

Interest income		(23	)		(1,757	)		(1,780	)		(3,011	)		(15,337	)		(18,348	)
Change in interest incurred on:
Interest-bearing deposits		(727	)		—			(727	)		(3,084	)		(4,016	)		(7,100	)
Federal funds purchased and repurchase agreements		396			1,014			1,410			471			442			913
Other borrowed funds		(215	)		146			(69	)		(151	)		(54	)		(205	)

Interest expense		(546	)		1,160			614			(2,764	)		(3,628	)		(6,392	)

Net interest income	$	523		$	(2,917	)	$	(2,394	)	$	(247	)	$	(11,709	)	$	(11,956	)


ANALYSIS OF NET INTEREST MARGIN
	Three Months Ended September 30,									Nine Months Ended September 30,
	2004			2003			Change			2004			2003			Change
Average earning assets	$	5,885,317		$	6,032,496		$	(147,179	)	$	6,054,043		$	6,331,596		$	(277,553	)
Interest-bearing liabilities		4,030,762			4,196,088			(165,326	)		4,158,445			4,541,067			(382,622	)

Interest free funds	$	1,854,555		$	1,836,408		$	18,147		$	1,895,598		$	1,790,529		$	105,069

Free funds ratio (free funds to earning assets)		31.51	%		30.44	%		1.07	%		31.31	%		28.28	%		3.03	%

Tax-equivalent yield on earning assets		3.81	%		3.92	%		(0.11	)%		3.67	%		3.97	%		(0.30	)%
Cost of interest-bearing liabilities		0.96			0.87			0.09			0.87			0.99			(0.12	)%

Net interest spread		2.85	%		3.05	%		(0.20	)%		2.80	%		2.98	%		(0.18	)%
Benefit of interest free funds		0.30			0.27			0.03			0.27			0.28			(0.01	)

Net interest margin		3.15	%		3.32	%		(0.17	)%		3.07	%		3.26	%		(0.19	)%

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.

The Company allowed the ALL to decrease from 1.64% of total loans to 1.60% for September 30, 2003 and 2004, respectively. This decrease was primarily due to an increase in total loans of $180.4 million as of September 30, 2004 compared to September 30, 2003.

The Company recorded a provision for loan losses of $1.9 million for the third quarter 2004 compared to $2.9 million for the third quarter 2003. Also, the Company recorded a provision for loan losses of $5.4 million for the nine-months ended September 30, 2004 compared to $9.9 million for the nine-months ended September 30, 2003. The Company decreased its loan loss provision due to lower net charge-offs and an adequate reserve compared to management’s estimate of inherent losses within the loan portfolio.

Table 3 presents a summary of the Company’s ALL for the nine-months ended September 30, 2004 and nine-months ended September 30, 2003 and for the year ended December 31, 2003. Also please see “Credit Risk Management” under Risk Management section of Item 3 in this report for information relating to non-accrual, past due, restructured loans and other credit risk matters.

Table 3

ANALYSIS OF ALLOWANCE FOR LOAN LOSS (dollars in thousands)


	Nine Months Ended September 30,						Year Ended December 31,
	2004			2003			2003
Allowance, January 1	$	43,494		$	37,328		$	37,328
Provision for loan losses		5,420			9,880			12,005
Charge-offs:
Commercial		(1,069	)		(991	)		(2,320	)
Consumer:
Bankcard		(4,151	)		(4,648	)		(6,175	)
Other		(1,515	)		(2,325	)		(2,825	)
Real estate		(4	)		(12	)		(17	)
Agricultural		—			—			—

Total charge-offs	$	(6,739	)	$	(7,976	)	$	(11,337	)
Recoveries:
Commercial	$	1,083		$	2,255		$	2,998
Consumer:
Bankcard		833			806			1,097
Other		978			944			1,294
Real estate		1			109			109
Agricultural		—			—			—

Total recoveries	$	2,895		$	4,114		$	5,498

Net charge-offs	$	(3,844	)	$	(3,862	)	$	(5,839	)

Allowance end of period	$	45,070		$	43,346		$	43,494

Average loans, net of unearned interest	$	2,759,622		$	2,569,396		$	2,558,794
Loans at end of period, net of unearned interest		2,822,791			2,642,396			2,722,292
Allowance to loans at end of period		1.60	%		1.64	%		1.60	%
Allowance as a multiple of net charge-offs		11.72	x		11.22	x		7.45	x
Net charge-offs to:
Provision for loan losses		70.92	%		39.09	%		48.64	%
Average loans		0.14			0.15			0.23

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, and provide steady income which is 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.

Table 4

SUMMARY OF NONINTEREST INCOME (in thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2004		2003		2004		2003
Trust and securities processing	$	18,822	$	21,918	$	55,896	$	64,657
Trading and investment banking		3,667		5,123		13,682		16,059
Service charge on deposits		18,599		17,921		55,767		53,489
Insurance and brokerage		2,652		3,277		8,882		10,096
Bankcard fees		9,239		9,402		27,093		27,901
Gains on sales of securities available for sale, net		—		—		141		6
Other		3,246		3,115		13,515		9,480

Total noninterest income	$	56,225	$	60,756	$	174,976	$	181,688

Quarter-To-Date

Noninterest income (summarized in Table 4) decreased 7.5% for the third quarter 2004 compared to the same period in 2003. The decrease was primarily due to lower trust and securities processing fees primarily due to the sale of employee benefit accounts and lower trading and investment banking income due to lower trading volume.

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 $3.1 million in the third quarter of 2004 compared to the third quarter of 2003. The decrease was caused by a decrease in employee benefit account fees in the amount of $4.0 million due to the sale of these accounts.

Trading and investment banking income decreased $1.5 million in the third quarter 2004 compared to the same period in 2003. The decrease was due to lower trading volume in the bond market as 2003 was a more active year caused by record setting mortgage-backed securities’ prepayments.

Fees and service charges on deposit accounts increased $0.7 million for the three-months ended September 30, 2004 compared to the same period in 2003. The increase in fees was primarily related to higher returned check charges from fees for checks returned for non-sufficient funds.

Year-To-Date

Noninterest income (summarized in Table 4) decreased 3.7% for the nine-months ended September 30, 2004 compared to the same period in 2003. The decrease in 2004 was primarily due to lower trust and securities processing fees, lower trading and investment banking income and lower insurance and brokerage commissions. These were partially offset by a $3.1 million gain on the sale of the employee benefit accounts and higher service charges on deposits.

Trust and securities processing fees decreased $8.8 million for the nine-months ended September 30, 2004 compared to the nine-months ended September 30, 2003. The decrease was caused by a decrease in employee benefit accounts fees in the amount of $11.1 million due to the sale of these accounts. Trust and securities processing fees may continue to be lower this year compared to last year due to the sale of the employee benefit accounts. However, management of the Company believes that the rebound in the securities market is having a positive impact on fees. If the securities market and public and market confidence in mutual funds continue to rebound, 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 UMB Scout Funds will continue to attract both increased and new investable dollars to it as assets under management. Management has also introduced a wrap product, which allows our brokerage operations and UMB sales associates to provide an investment advisory product offering various mutual funds including the UMB Scout Funds to retail clients. Finally, the Company has put a special emphasis on selling the UMB Scout Funds through our institutional channels by the establishment of a dedicated sales force. As a result of the dedicated sales force, the UMB Scout Funds have realized net new inflows of $86.3 million for the quarter ended September, 30, 2004 and $206.3 million for the year-to-date September 30, 2004.

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 decreased $2.4 million year-to-date September 30, 2004 compared to the same period in 2003. The bond market in 2003 was very active and rising; however, in 2004 the bond market has retrenched which is the primary reason for the decline.

Fees and service charges on deposit accounts increased $2.3 million for the nine-months ended September 30, 2004 compared to the same period in 2003. The increase in fees was primarily related to new corporate deposit relationships and the sale of additional cash management services. Corporate service charges also increased 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.

Other income increased $4.0 million year-to-date September 30, 2004 compared to same period in 2003. The increase was primarily due to the sale of employee benefit accounts to Marshall & Ilsley Trust Company, n.a. in the amount of $3.1 million. Under the terms of the contract for the sale of the employee benefit accounts to Marshall & Ilsley Trust Company, n.a., the Company may be entitled to additional sale proceeds in the form of an earnout payable to the Company in the first quarter of 2005. The earnout payment is based upon projected gross revenues of those employee benefit accounts retained by Marshall & Ilsley Trust Company, n.a. during certain periods after the closing date and cannot yet be determined by the Company.

Noninterest Expense

Table 5

SUMMARY OF NONINTEREST EXPENSE (in thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2004		2003		2004		2003
Salaries and employee benefits	$	47,271	$	48,601	$	144,593	$	147,398
Occupancy, net		6,643		6,454		19,542		18,512
Equipment		11,175		10,882		32,819		31,642
Supplies, postage and telephone		5,461		5,842		16,690		17,611
Marketing and business development		3,825		3,759		11,280		10,815
Processing fees		5,213		5,337		15,514		15,248
Legal and consulting		1,669		1,792		6,082		5,009
Amortization of other intangibles		185		183		556		1,025
Other		3,652		7,077		15,851		16,443

Total noninterest expense	$	85,094	$	89,927	$	262,927	$	263,703

Quarter-To-Date

Noninterest expenses (summarized in table 5) decreased $4.8 million for the third quarter 2004 compared to the third quarter of 2003. The decrease was primarily due to a $1.8 million gain on the sale of Company owned parking lot in the third quarter of 2004. Also, the Company recorded a $1.4 million loss of the sale of the repossessed real estate property in the third quarter of 2003.

Salaries and employee benefits declined $1.3 million for the third quarter 2004 compared to the same period in 2003. The decrease was due to lower salaries as a result of lower staffing levels.

Other expenses decreased primarily due to a $1.8 million gain on the sale of Company owned parking lot in the third quarter of 2004. Also, the Company recorded a $1.4 million loss of the sale of the repossessed real estate property in the third quarter of 2003.

Year-To-Date

Noninterest expense (summarized in table 5) remained flat year-to-date September 30, 2004 compared to the same period in 2003.

Salaries and employee benefits declined $2.8 million year-to-date September 30, 2004 compared to the same period in 2003. Salaries decreased $3.7 million primarily due to lower staffing levels reflecting a concentrated effort on the part of management to decrease overhead costs. To illustrate, the Company’s full time equivalent employees dropped from 3,852 at September 30, 2003 to 3,608 at September 30, 2004. A decrease in salaries is expected to continue as the Company is committed to becoming more efficient.

Occupancy, net expense increased primarily due to higher depreciation on building improvements, higher repairs and maintenance, higher utilities and lower rent income.

Equipment expenses increased due to higher software costs related to conversion and upgrading of some of our mainframe computer software.

Legal and consulting fees increased due to higher consulting fees associated with the upgrading of two of the Company’s mainframe computer systems.

Other expenses decreased primarily due to a $1.8 million gain on the sale of Company owned parking lot in the third quarter of 2004, partially offset by costs associated with the sale of employee benefit accounts in the amount of $2.4 million. Also, the Company recorded a $1.4 million loss of the sale of the repossessed real estate property in the third quarter of 2003.

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 include items not directly associated with the other lines of business. Note 7 to the Condensed Consolidated Financial Statements describes how these segments were identified and presents financial results of the lines of business for the three months ended September 30, 2004 and 2003 and nine-months ended September 30, 2004 and 2003. Table 6 below summarizes the net income (loss) for each line of business for the three months ended September 30, 2004 and 2003 and nine-months ended September 30, 2004 and 2003.

Table 6

NET INCOME (LOSS) BY LINE OF BUSINESS (dollars in thousands)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2004			2003			2004			2003
Line of Business
Commercial Banking	$	10,558		$	9,778		$	37,464		$	38,344
Retail Banking		(1,634	)		(369	)		(7,021	)		(672	)
Trust and Wealth Management		2,901			3,261			7,888			7,652
Investment Services Group		1,752			2,306			4,605			7,320
Treasury and Other		(1,569	)		(1,743	)		(11,756	)		(11,428	)

Total Consolidated Company	$	12,008		$	13,233		$	31,180		$	41,216

Commercial Banking’s net income increased $0.8 million for the third quarter of 2004 compared to the third quarter of 2003 and declined $0.9 million year-to-date September 30, 2004 compared to year-to-date September 30, 2003. Net interest income decreased in both the three-months and nine-months ended September 30, 2004, compared to 2003 due to the low rate environment and the corresponding impact of repricing of earning assets, but were partially offset by higher noninterest income resulting from strong sales of cash management products and services. A lower provision for loan losses, due to a reduction in net charge-offs, contributed to net income. Any 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 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 any 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 outstanding loan balances which would generate increased net interest income. In addition, management is focusing its sales efforts on this critical business segment as sales activity has been lagging over the past several years. This segment also recorded a $1.4 million loss of the sale on a repossessed real estate property in the third quarter of 2003.

Retail Banking’s net income decreased $1.3 million in the third quarter of 2004 to a net loss of $1.6 million compared to the third quarter 2003. Retail Banking’s net loss increased $6.4 million year-to-date September 30, 2004 compared to year-to-date September 30, 2003. The increase in net loss for both the three-months and nine-months ended September 30, 2004, was primarily due to a decrease in the net interest income resulting from the 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. 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. Management is also introducing enhanced consumer oriented products and a small business banking initiative during the fourth quarter of 2004.

Trust and Wealth Management’s net income decreased $0.4 million in the third quarter of 2004 compared to the third quarter of 2003. The decrease was due to an increase in noninterest expense for one time expenses related to the conversion to an updated version of the software system used by the segment and higher fees paid to a third party for a new trust product. Trust and Wealth Management’s net income increased $0.2 million year-to-date September 30, 2004 compared to the same period in 2003. The increase was due to higher noninterest income from increased fee income. The greatest impact for earnings improvement in this business segment lies in continued increased sales of products and services especially via its institutional sales channels and improved equity and financial markets, since most revenues are related to the market value of customer investments.

Investment Services Group net income decreased $0.6 million for the third quarter 2004 compared to the same period in 2003 and decreased $2.7 million year-to-date September 30, 2004 compared to the same period in 2003. The decreases for the three-months and nine-months ended September 30, 2004 were due to increased noninterest expense resulting from costs of new technology to improve processing to better serve our customers. 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 anticipates that net income will rebound throughout the fourth quarter and next year as substantive new business which was sold earlier in 2004 has been fully converted. Management continues to believe 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 $1.6 million for the third quarter of 2004, compared to a net loss of $1.7 million for the same period in 2003. The net loss was $11.8 million year-to-date September 30, 2004 compared to a net loss of $11.4 million for the same period in 2003. The net loss for all periods includes unallocated income tax expense for the consolidated Company. The decrease in net loss for the third quarter is related primarily to lower unallocated expenses. The increase in net loss year-to-date was higher due to higher unallocated expenses.

Balance Sheet Analysis

Total assets of the Company declined $876.7 million as of September 30, 2004 compared to December 31, 2003 and $156.5 million compared to September 30, 2003 due to lower investment securities.

Table 7

Selected Balance Sheet Information (in thousands)


	September 30,				December 31,
	2004		2003		2003
Total Assets	$	6,872,262	$	7,028,765	$	7,748,981
Loans, Net of Unearned Interest		2,822,791		2,642,396		2,722,292
Total Investment Securities		2,741,382		3,268,517		3,721,943
Total Earning Assets		5,952,861		6,046,751		6,740,070
Total Deposits		4,776,586		5,272,951		5,635,687
Total Borrowed Funds		1,144,564		892,876		1,260,811

Loans

Loan balances have increased $100.5 million as of September 30, 2004 compared to December 31, 2003 and $180.4 million compared to September 30, 2003. The increases in loans were in real estate and consumer categories. These increases were due to management’s effort to focus on new commercial and consumer loan relationships, as well as the overall improvement in the economy resulting in slightly higher loan demand.

Loans represent the Company’s largest source of interest income and the product that offers the Company the best avenue to cross-sell other products and services. 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 is developing a small business initiative as this segment represents a growth opportunity for the Company. J. Mariner Kemper, Chairman and Chief Executive Officer, and other members of the Commercial Banking Division’s management team, will primarily focus on the acquisition of new loan customers and acquire additional business from our new and existing loan customers by selling our products and services to them. Management has also streamlined the commercial and consumer loan process and has granted increased loan authority to our commercial loan sales force in our markets. However, the Company will continue to maintain the higher standards of credit quality.

Management believes that loan balances will continue to increase in the near future through our selling and cross selling efforts and a continuing improving economy. The loan increases will be funded by increased deposits or investment security maturities. Higher interest rates on loans compared to those available in the securities market will improve net interest income.

Nonaccrual, past due and restructured loans are discussed under “Credit Risk Management” within the quantitative and qualitative disclosure about market risk in Item 3 of this report.

Securities

Securities available for sale and securities held to maturity comprised 46%, 54% and 55% respectively, of the earning assets as of September 30, 2004, September 30, 2003 and December 31, 2003. Securities totaled $2.7 billion as of September 30, 2004 compared to $3.3 billion as of September 30, 2003 and compared to $3.7 billion at December 31, 2003. The decreases in securities as of September 30, 2004 compared to September 30, 2003 and December 31, 2003 resulted from lower trust and mutual fund clients’ and public fund deposits.

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. It is management’s intent to gradually increase both the tenor and the mix of its investment portfolio to take full advantage of anticipated rises in interest rates and to diversify its holdings.

Loan demand is expected to be the primary factor impacting changes in the level of security holdings. If deposit growth is unable to keep pace with expected loan growth, the funding for the loan growth would come from security maturities.

Deposits and Borrowed Funds

Deposits have declined to $4.78 billion at September 30, 2004 compared to $5.27 billion at September 30, 2003 and $5.64 billion at December 31, 2003. The decline in deposits between September 30, 2004, September 30, 2003 and December 31, 2003, was due to the loss of the trust money market account related to the employee benefit accounts that were sold and to the cyclical nature of public fund tax deposits of counties, school districts, etc.

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. The Company continually strives to expand, improve and promote its cash management services in order to attract and retain commercial funding customers. Management believes it is one of the Company’s core competencies given both its scale and competitive product mix.

Deposits have cyclical trends where deposits fluctuate, particularly at fiscal year end (December 31) due to the public fund tax deposits. Deposits will also increase when interest rates increase as customers will normally return to receive higher interest yields. Management believes that deposits will increase in addition to normal cyclical trends through the Company’s efforts to acquire new customers and cross sell our deposit products to existing customers.

Federal funds purchased and securities sold under agreement to repurchase totaled $1.08 billion at September 30, 2004, compared to $785 million at September 30, 2003 and $1.2 billion at December 31, 2003. 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.

Borrowed Funds have been in the $785 million to $1.2 billion range during the past couple of years for the quarter ended September 30, and in the $1.0-$1.2 billion range at December 31. Borrowed Funds increase at December 31 due to public fund money through the use of repurchase agreements by public entities. Borrowed Funds are a function of the source and uses of funds. Borrowings other than repurchase agreements will increase on a temporary basis to cover any short term gaps in the source and use of funds.

Capital and Liquidity

Total shareholders’ equity was $819.6 million at September 30, 2004, compared to $808.5 million at September 30, 2003 and $811.9 million at December 31, 2003. 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 the nine-months ended September 30, 2004 and 2003, the Company acquired 64,631 shares and 248,327 shares, respectively, of its common stock.

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. Higher levels of liquidity, however, bear corresponding costs, measured in terms of lower yields on short-term, more liquid earning assets and higher expenses for extended liability maturities. Management manages capital for each subsidiary based upon the subsidiary’s respective risks and growth opportunities as well as regulatory requirements.

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 18.91% and total capital ratio of 20.03% substantially exceed the regulatory minimums.

Management believes that the liquidity of the Company will remain stable.

For further discussion of capital and liquidity, please see “Liquidity Risk” under Risk Management of Item 3 in this report.

Table 8

The Company’s capital position is summarized in the table below and exceeds regulatory requirements


	Nine- Months Ended September 30,
RATIOS	2004		2003
Return on average assets	0.60	%	0.77	%
Return on average equity	5.08		6.83
Average equity to assets	11.90		11.23
Tier 1 risk-based capital ratio	18.91		19.85
Total risk-based capital ratio	20.03		20.99
Leverage ratio	11.47		10.79

The Company’s per share data is summarized in the table below.


	Nine-Months Ended September 30,
Per Share Data	2004			2003
Earnings Basic	$	1.44		$	1.89
Earnings Diluted		1.43			1.89
Cash Dividends		0.63			0.60
Dividend payout ratio		43.75	%		31.75	%
Book value	$	37.85		$	37.19

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. Loan commitments and standby letters of credit are subject to the same credit risks as loans that are on the balance sheet. With continuing expected improvement in the economy, it would be expected that off-balance sheet arrangements would grow in the number of commitments. Please see note 6, “Commitments, Contingencies and Guarantees” in the Notes to Condensed Consolidated Financial Statements for detailed information on these arrangements. There was no material change from December 31, 2003.

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 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 and overall credit exposure.

Goodwill and other intangibles are now to be accounted for under SFAS No. 142, which was effective January 1, 2002. Goodwill is no longer amortized, 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. 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 as if the fair value method had been applied.

The Company does not issue loan commitments to sell residential real estate loans. Also, the Company does not have servicing rights contracts.

ITEM 3. 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.

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

Like all banks, the Company is subject to a major risk exposure through 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 is responsible 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 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 September 30, 2003 and December 31, 2003. Table 9 sets forth, for September 30, 2004 and 2003 and December 31, 2003, 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 9 includes both instruments entered into for trading purposes and the instruments entered into for other than trading purposes.

The dollar change in net portfolio value as of September 30, 2004 is lower than September 30, 2003 and December 31, 2003 at both 100 and 200 basis point increases. The decrease was due to the effect of three rate increases in the third quarter of 2004. The Company should benefit from rate increases.

Table 9

“MARKET VALUE OF EQUITY (NET PORTFOLIO VALUE)” (dollars in thousands)


Hypothetical change in interest rate (in Basis Points) (Rate Shock)	September 30, 2004							September 30, 2003							December 31, 2003
	Amount		Dollar Change			Percent Change		Amount		Dollar Change			Percent Change		Amount		Dollar Change			Percent Change
200	$	1,676,993	$	181,309		12.12	%	$	1,295,568	$	258,156		24.88	%	$	1,323,774	$	278,504		26.64	%
100		1,586,339		90,655		6.06			1,166,490		129,078		12.44			1,184,522		139,252		13.32
Static		1,495,684		—		—			1,037,412		—		—			1,045,270		—		—
(100)		1,367,372		(128,312	)	(8.58	)		1,018,877		(18,535	)	(1.79	)		1,022,952		(22,318	)	(2.14	)
(200)		1,239,061		(256,623	)	(17.16	)		—		—		—			—		—		—

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 changes. 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 interest rates, the scenarios that simulate a 100 basis point decrease cannot be completed as of September 30, 2003 and December 31, 2003. Due to the low level of current interest rates, the scenarios that simulate a 200 basis point decrease cannot be completed as of September 30, 2004 and 2003 and December 31, 2003. Table 10 shows the net interest income, increase or decrease over the next twelve months as of September 30, 2004 and 2003, and December 31, 2003. The three periods 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. The September 30, 2004 period shows that if rates decline 100 basis points, net interest income will decrease.

Table 10

“NET INTEREST INCOME MODELING” (dollars in thousands)


Hypothetical change in interest rate (in Basis Points) (Rate Shock)	September 30, 2004 Amount of change			September 30, 2003 Amount of change		December 31, 2003 Amount of change
200	$	4,536		$	4,604	$	6,127
100		2,268			2,302		3,064
Static		—			—		—
(100)		(5,126	)		—		—

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. The Company is in a positive gap position because assets maturing or repricing exceed liabilities.

Other Market Risk

The Company does not have material commodity price risks or derivative risks. The Company also has foreign currency risks as a result of balances maintained in foreign banks. However, that risk is minimal; since the Company purchases foreign exchange contracts to offset this risk. 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. There is no market risk; because the Company has offsetting buy and sell contracts. The only risk is counter party risk that the buyer or seller defaults on the contract. Please see Note 6 “Commitments, Contingencies and Guarantees” in the Notes to the Condensed Consolidated Financial Statements.

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 ensure the consistent application of the loan policy and standards. 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. The Company has no significant exposure to highly leveraged transactions and has no foreign credits in its loan portfolio.

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 decreased $5.4 million at September 30, 2004, compared to September 30, 2003 and decreased $3.2 million compared to December 31, 2003. The major portion of nonperforming loans is due to six commercial loan customers.

The Company had no other real estate owned as of September 30, 2004 compared to $62,000 as of September 30, 2003 and $78,000 as of December 31, 2003. Loans past due more than 90 days totaled $3.0 million as of September 30, 2004, compared to $4.3 million as of September 30, 2003 and $3.1 million as of December 31, 2003.

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.

TABLE 11

LOAN QUALITY(in thousands)


	September 30,						December 31,
	2004			2003			2003
Nonaccrual loans	$	9,282		$	14,568		$	12,431
Restructured loans		313			381			365

Total nonperforming loans		9,595			14,949			12,796
Other real estate owned		—			62			78

Total nonperforming assets	$	9,595		$	15,011		$	12,874

Loans past due 90 days or more	$	3,034		$	4,295		$	3,131
Allowance for Loans Losses		45,070			43,346			43,494

Ratios
Nonperforming loans as a % of loans		0.34	%		0.57	%		0.47	%
Nonperforming assets as a % of loans plus other real estate owned		0.34			0.57			0.47
Nonperforming assets as a % of total assets		0.14			0.21			0.17
Loans past due 90 days or more as a % of loans		0.11			0.16			0.12
Allowance for Loan Losses as a % of loans		1.60			1.64			1.60
Allowance for Loan Losses as a multiple of nonperforming loans		4.70	x		2.90	x		3.40	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 loan payments and maturity of securities, which include $2.5 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 $25 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.

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 September 30, 2004 was $2.0 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, The Company requested approval from the Office of the Comptroller of Currency to allow a subsidiary bank to pay a dividend in excess of its current earnings. All such requests have been approved by the Office of the Comptroller of Currency.

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. Furthermore, management believes the plans to streamline the organization through further systems integration and policies enacted to push down reporting accountabilities further in the organization have improved the Company’s ability to identify and limit operational risk.

ITEM 4. 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 II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

i. The following table provides information about share repurchase activity by the Company during the quarter ended September 30, 2004:

ISSUER PURCHASE OF EQUITY SECURITIES


Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
July 1-July 31, 2004	—	$	—	—	985,396
August 1-August 30, 2004	27,601		48.48	27,601	957,795
September 1-September 30, 2004	303		48.66	303	957,492

On April 29, 2004 the Company announced a plan to purchase up to one million shares of common stock. This plan will terminate on April 29, 2005. The Company has not made any repurchases other than through this plan. All share purchases under this share repurchase plan are within the scope of Rule 10b-18 promulgated under the Security Exchange Act of 1934. Rule 10b-18 provides a safe harbor for purchases in a given day if the Company satisfies the manner, timing, price and volume conditions of the rule when purchasing its own common shares.

ITEM 3. DEFAULTS UPON SENIOR SECURITIE S

None.

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

None.

ITEM 5. OTHER INFORMATIO N

On August 27, 2004, the Company filed a prospectus amending and restating the UMB Financial Corporation Dividend Reinvestment and Employee Direct Stock Purchase Plan (the “Plan”). The amendments included: reduced minimum initial investment amounts, payment of certain commissions and fees by the Company, and expanded payment options for Plan participants. The Plan, as amended and restated, is attached as Exhibit 4.2 on this Form 10-Q and incorporated herein by reference.

ITEM6. EXHIBITS

The following exhibits are filed herewith:

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, amended as of January 29, 2004, incorporated by reference to Exhibit 3(ii) to the Company’s quarterly report on form 10-Q for the quarter ended March 31, 2004 and filed with the commission on May 7, 2004.

4.1 Description of the Registrant’s common stock in Amendment No. 1 on Form 8, incorporated by reference to the Company’s General Form for Registration of Securities on Form 10, dated March 4, 1993.

4.2 UMB Financial Corporation Dividend Reinvestment and Employee Direct Stock Purchase Plan filed with the Commission on August 27, 2004

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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UMB FINANCIAL CORPORATION

/s/Patrick J. Derpinghaus

Patrick J. Derpinghaus

Senior Vice President and Controller

Date: November 8, 2004

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