UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): 7/26/2016
UMB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number: 000-04887
MO | 43-0903811 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) |
1010 Grand Blvd., Kansas City, MO 64106
(Address of principal executive offices, including zip code)
(816) 860-7000
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 | Results of Operations and Financial Condition |
On July 26, 2016, UMB Financial Corporation (the Company) issued a press release announcing the financial results for the Company for the quarter ended June 30, 2016. A copy of the press release is attached as Exhibit 99.1 and the information is hereby incorporated by reference herein.
The information contained under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished and shall not be deemed filed with the Securities and Exchange Commission (the SEC) for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On July 26, 2016, the Company issued a press release announcing that the Board of Directors of the Company appointed Ram Shankar to the position of Chief Financial Officer (CFO) of the Company, effective August 8, 2016. Mr. Shankar, age 43, previously served as a Managing Director: Director of Financial Planning & Analysis and Investor Relations at First Niagara Financial Group Inc. (First Niagara) from September 2011 until his appointment to the Company. Prior to his employment at First Niagara, Mr. Shankar served as Vice President and Senior Research Analyst at FBR Capital Markets. In connection with the appointment of Mr. Shankar, Mr. Michael Hagedorn, Vice Chairman and interim CFO of the Company, will resign as interim CFO of the Company effective August 8, 2016, and following such date, will no longer perform these functions for the Company. A copy of the press release announcing Mr. Shankars appointment is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Mr. Shankar will receive an annual salary of $350,000, with a sign-on bonus of $30,000, and will participate in the Companys 2016 Short-Term Incentive Compensation Program at a target of 50% of his annual salary and in the Companys Long-Term Incentive Compensation Program at 50% of his annual salary. The Board also approved a grant to Mr. Shankar of 3,000 shares of service based UMB restricted stock, which vests 50% on the second anniversary of the date of grant and 50% on the third anniversary of the date of grant. The Board also approved a relocation assistance agreement for Mr. Shankar, including a relocation bonus of $25,000, the reimbursement of real estate commissions and the reimbursement of certain other relocation expenses. There are no other arrangements or understandings between him and any other person pursuant to which he was selected as an officer. The Company knows of no transactions between him, or any of his related persons, and the Company that need to be reported pursuant to Item 404(a) of Regulation S-K.
A copy of the employment offer letter issued to Mr. Shankar is being filed by the Company in this Current Report as Exhibit 99.3 and that information is hereby incorporated by reference herein. A copy of the relocation assistance agreement entered into with Mr. Shankar is being filed by the Company in this Current Report as Exhibit 99.4 and that information is hereby incorporated by reference herein.
Also on July 26, 2016, the Board authorized the creation of one (1) additional director position on the Board and appointed Mr. Timothy R. Murphy, the Chief Executive Officer and Chairman of Murphy-Hoffman Company, to fill the open position. Mr. Murphy was also appointed to serve on the Companys Compensation Committee and Corporate Governance & Nominating Committee. A copy of the press release announcing Mr. Murphys appointment is attached as Exhibit 99.5 to this Current Report on Form 8-K.
Mr. Murphy will receive the standard compensation provided by the Company to non-employee directors for their service on the Board during 2016, which in his case is comprised of (1) an annual cash retainer of $40,000, (2) an annual equity retainer consisting of fully vested shares of the Companys common stock with a value of $45,000 on the grant date, and (3) a fee of $1,000 for each meeting of the Compensation Committee or the Corporate Governance & Nominating Committee attended. There are no other arrangements or understandings between him and any other person pursuant to which he was selected as a director. The Company knows of no transactions between him, or any of his related persons, and the Company that need to be reported pursuant to Item 404(a) of Regulation S-K.
Exhibits 99.2 and 99.3 hereto are being furnished and shall not be deemed filed with the SEC for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and are not incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing.
Item 7.01 | Regulation FD Disclosure |
On July 26, 2016, in the same press release previously noted in Item 2.02 of this Current Report on Form 8-K, the Company announced that the Board declared a regular quarterly dividend of $0.245 per share payable on October 3, 2016 to shareholders of record on September 9, 2016. As noted, the press release is attached as Exhibit 99.1, and the information is hereby incorporated herein by reference.
The Company is furnishing a copy of presentation materials that will be used in the Companys shareholder conference call on July 27, 2016, at 9:30 a.m. (CT). A copy of the materials is attached as Exhibit 99.6 and will be available on the Companys website at www.umb.com. The materials are dated July 27, 2016, and the Company disclaims any obligation to correct or update any of the materials in the future.
The information provided under Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.6 hereto, is being furnished and is not deemed to be filed with the SEC for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing.
Item 9.01 | Financial Statements and Exhibits |
Exhibit 99.1 | Press release announcing second quarter financial results and quarterly dividend. | |
Exhibit 99.2 | Press release announcing appointment of Mr. Shankar. | |
Exhibit 99.3 | Employment Offer Letter for Mr. Shankar. | |
Exhibit 99.4 | Relocation Assistance Agreement for Mr. Shankar. | |
Exhibit 99.5 | Press release announcing appointment of Mr. Murphy to the Board of Directors. | |
Exhibit 99.6 | Presentation for conference call. |
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 | ||
By: | /s/ Michael D. Hagedorn | |
Michael D. Hagedorn Vice Chairman and Interim Chief Financial Officer |
Date: July 26, 2016
Exhibit 99.1
News Release
UMB Financial Corporation
1010 Grand Boulevard
Kansas City, MO 64106
816.860.7000
umb.com
//FOR IMMEDIATE RELEASE//
Media Contact: Kelli Christman: 816.860.5088
Investor Relations Contact: Kay Gregory: 816.860.7106
UMB Financial Corporation Reports Second Quarter 2016 Earnings of $37.3 million,
or $0.76 per Diluted Share
KANSAS CITY, Mo . (July 26, 2016) UMB Financial Corporation (Nasdaq: UMBF), a diversified financial holding company, announced earnings for the second quarter 2016 of $37.3 million or $0.76 per diluted share, compared to $36.2 million or $0.74 per diluted share in the first quarter 2016 (linked quarter) and $30.2 million or $0.65 per diluted share during the second quarter 2015. Year-to-date earnings as of June 30, 2016, were $73.5 million or $1.50 per diluted share, compared to $64.0 million or $1.39 per diluted share for the six month period ended June 30, 2015.
Net operating income, a non-GAAP financial measure which is reconciled to the comparable GAAP measure later in this release, was $39.2 million or $0.80 per diluted share for the second quarter 2016, compared to $38.6 million or $0.79 per diluted share on a linked quarter basis and $30.0 million or $0.64 per diluted share for the second quarter 2015. Year-to-date net operating income as of June 30, 2016, was $77.8 million or $1.58 per diluted share, compared to $63.0 million or $1.37 per diluted share for the six month period ended June 30, 2015.
Summary of financial results | UMB Financial Corporation | |
(unaudited, dollars in thousands, except per share data) |
Q2 | Q1 | Q2 | ||||||||||
2016 | 2016 | 2015 | ||||||||||
GAAP |
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Net income |
$ | 37,297 | $ | 36,245 | $ | 30,214 | ||||||
Earnings per share |
0.76 | 0.74 | 0.65 | |||||||||
Return on average assets |
0.77 | % | 0.75 | % | 0.70 | % | ||||||
Return on average equity |
7.58 | 7.51 | 6.95 | |||||||||
Efficiency ratio |
73.57 | 74.54 | % | 76.41 | % | |||||||
Non-GAAP |
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Net operating income |
$ | 39,245 | $ | 38,571 | $ | 29,979 | ||||||
Operating earnings per share |
0.80 | 0.79 | 0.64 | |||||||||
Operating return on average assets |
0.81 | % | 0.80 | % | 0.69 | % | ||||||
Operating return on average equity |
7.97 | 7.99 | 6.89 | |||||||||
Operating efficiency ratio |
72.34 | % | 73.01 | % | 76.57 | % |
Second quarter results were driven by increased loan volume and balance sheet growth, improved net interest margin and continued progress toward our efficiency initiative, said Mariner Kemper, chairman and chief executive officer. We have a history of solid, top-tier loan growth and this quarter was no exception, with loans surpassing $10 billion for the first time in the companys history. In addition, we saw net interest income expansion of 24.5 percent, or $23.9 million compared to June 30, 2015, driven by Marquettes higher-yielding loans and changes in our earning asset mix.
Summary of revenue | UMB Financial Corporation | |
(unaudited, dollars in thousands) |
Q2 | Q1 | Q2 | CQ vs. | CQ vs. | ||||||||||||||||
2016 | 2016 | 2015 | LQ | PY | ||||||||||||||||
Net interest income |
$ | 121,210 | $ | 117,892 | $ | 97,360 | $ | 3,318 | $ | 23,850 | ||||||||||
Noninterest income: |
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Trust and securities processing |
59,745 | 59,485 | 67,381 | 260 | (7,636 | ) | ||||||||||||||
Trading and investment banking |
5,638 | 4,630 | 5,568 | 1,008 | 70 | |||||||||||||||
Service charges on deposit accounts |
22,420 | 21,461 | 21,625 | 959 | 795 | |||||||||||||||
Insurance fees and commissions |
1,160 | 1,497 | 586 | (337 | ) | 574 | ||||||||||||||
Brokerage fees |
4,262 | 4,185 | 2,936 | 77 | 1,326 | |||||||||||||||
Bankcard fees |
17,534 | 18,016 | 18,035 | (482 | ) | (501 | ) | |||||||||||||
Gains on sales of securities available for sale, net |
2,598 | 2,933 | 967 | (335 | ) | 1,631 | ||||||||||||||
Equity earnings (losses) on alternative investments |
978 | (381 | ) | (1,125 | ) | 1,359 | 2,103 | |||||||||||||
Other |
7,112 | 4,524 | 3,577 | 2,588 | 3,535 | |||||||||||||||
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Total noninterest income |
$ | 121,447 | $ | 116,350 | $ | 119,550 | $ | 5,097 | $ | 1,897 | ||||||||||
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Total Revenue |
$ | 242,657 | $ | 234,242 | $ | 216,910 | $ | 8,415 | $ | 25,747 | ||||||||||
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Net interest margin |
2.86 | % | 2.79 | % | 2.59 | % | ||||||||||||||
Noninterest income as a % of total revenue |
50.0 | % | 49.7 | % | 55.1 | % |
Net interest income
| Net interest income improved in the second quarter 2016, compared to the same quarter in 2015, and was driven by an increase in average loans of $1.8 billion and higher average loan yields, which increased 27 basis points to 3.82 percent. |
| For the second quarter 2016, average earning assets stood at $18.1 billion, an increase of 0.5 percent over the linked quarter and 13.2 percent over the second quarter 2015. The acquisition of Marquette Financial Companies added earning assets with an acquired value of $1.2 billion on May 31, 2015. |
| Net interest margin for the second quarter 2016, which increased 27 basis points on a year-over-year basis, was driven by the addition of Marquettes higher-yielding loans in addition to changes in the companys earning asset mix. |
Noninterest income
| The improvement in noninterest income over the linked quarter was partially driven by increases of $1.0 million in derivative income and $0.7 million in company-owned life insurance income included in other noninterest income. |
| Compared to the second quarter 2015, trust and securities processing income decreased due primarily to a $7.4 million, or 46.9 percent, decrease in advisory fee income from the Scout Funds. Other noninterest income was driven by increases of $2.4 million in bank-owned and company-owned life insurance income and $1.0 million in derivative income. |
Summary of Noninterest expense | UMB Financial Corporation | |
(unaudited, dollars in thousands) |
Q2 | Q1 | Q2 | CQ vs. | CQ vs. | ||||||||||||||||
2016 | 2016 | 2015 | LQ | PY | ||||||||||||||||
Salaries and employee benefits |
$ | 108,897 | $ | 107,150 | $ | 99,585 | $ | 1,747 | $ | 9,312 | ||||||||||
Occupancy, net |
11,139 | 10,972 | 10,312 | 167 | 827 | |||||||||||||||
Equipment |
17,032 | 16,282 | 15,410 | 750 | 1,622 | |||||||||||||||
Supplies and services |
4,719 | 4,949 | 4,603 | (230 | ) | 116 | ||||||||||||||
Marketing and business development |
6,313 | 4,441 | 6,530 | 1,872 | (217 | ) | ||||||||||||||
Processing fees |
11,464 | 11,462 | 12,654 | 2 | (1,190 | ) | ||||||||||||||
Legal and consulting |
4,937 | 4,799 | 5,917 | 138 | (980 | ) | ||||||||||||||
Bankcard |
5,369 | 5,815 | 4,953 | (446 | ) | 416 | ||||||||||||||
Amortization of other intangible assets |
3,145 | 3,226 | 2,569 | (81 | ) | 576 | ||||||||||||||
Regulatory fees |
3,692 | 3,429 | 2,873 | 263 | 819 | |||||||||||||||
Other |
8,536 | 8,219 | 6,558 | 317 | 1,978 | |||||||||||||||
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Total noninterest expense |
$ | 185,243 | $ | 180,744 | $ | 171,964 | $ | 4,499 | $ | 13,279 | ||||||||||
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Noninterest expense
| On a linked quarter basis, the increase in noninterest expense was primarily driven by increases in marketing and business development due to the timing of advertising campaigns and travel expenses, and an increase of $1.5 million in non-acquisition related severance expense. |
| The increase in noninterest expense compared to the second quarter 2015 was primarily driven by: |
| increased salaries and employee benefits, which included the following increases: $4.7 million in Marquette salaries and benefits, $2.3 million in ongoing UMB bonus and commissions, and $2.0 million of non-Marquette related severance; |
| higher equipment expense, which increased 10.5 percent year-over-year for computer and hardware costs related to investments for regulatory requirements, cyber security and the ongoing modernization of our core systems; and |
| increased other noninterest expense, driven by increases of $1.2 million in fair value adjustments to the contingent consideration liabilities and $0.5 million in fair value adjustments on derivatives. |
| Acquisition expenses recognized during the second quarter 2016 totaled $1.0 million, compared to $3.0 million for the first quarter 2016 and $0.8 million for the second quarter 2015. |
| On a non-GAAP basis, operating noninterest expense, which excludes the impact of acquisition expenses and other items as reconciled later in this release, was $182.2 million for the second quarter 2016, an increase of $5.1 million, or 2.9 percent, compared to the linked quarter, and $9.9 million, or 5.7 percent, compared to the second quarter 2015. |
Balance Sheet
Average total assets for the second quarter 2016 were $19.4 billion compared to $17.4 billion for the same period in 2015, an increase of $2.0 billion, or 11.6 percent.
Summary of loans and leases | UMB Financial Corporation |
(unaudited, dollars in thousands) |
June 30, | March 31, | June 30, | CQ vs. | CQ vs. | ||||||||||||||||
2016 | 2016 | 2015 | LQ | PY | ||||||||||||||||
Period End: |
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Commercial |
$ | 4,444,137 | $ | 4,347,068 | $ | 4,132,571 | $ | 97,069 | $ | 311,566 | ||||||||||
Asset-based |
223,339 | 212,669 | 211,302 | 10,670 | 12,037 | |||||||||||||||
Factoring |
101,327 | 88,534 | 109,212 | 12,793 | (7,885 | ) | ||||||||||||||
Commercial credit card |
145,359 | 146,031 | 126,526 | (672 | ) | 18,833 | ||||||||||||||
Real estate - construction |
531,776 | 497,504 | 395,848 | 34,272 | 135,928 | |||||||||||||||
Real estate - commercial |
2,985,194 | 2,767,233 | 2,387,557 | 217,961 | 597,637 | |||||||||||||||
Real estate - residential |
478,638 | 485,722 | 433,287 | (7,084 | ) | 45,351 | ||||||||||||||
Real estate - HELOC |
741,703 | 724,303 | 698,814 | 17,400 | 42,889 | |||||||||||||||
Consumer credit card |
270,353 | 270,558 | 286,478 | (205 | ) | (16,125 | ) | |||||||||||||
Consumer other |
124,863 | 116,971 | 94,460 | 7,892 | 30,403 | |||||||||||||||
Leases |
36,577 | 43,038 | 40,073 | (6,461 | ) | (3,496 | ) | |||||||||||||
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Total loans |
$ | 10,083,266 | $ | 9,699,631 | $ | 8,916,128 | $ | 383,635 | $ | 1,167,138 | ||||||||||
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| Actual loans at June 30, 2016, increased 4.0 percent, on a linked-quarter basis, and 13.1 percent, compared to second quarter 2015. |
| At June 30, 2016, loans acquired and originated through legacy Marquette channels totaled $1.0 billion, comprised of $325.6 million in commercial real estate loans, $223.3 million in asset-based loans, $137.3 million in construction real estate loans, $103.7 million in commercial loans, $101.3 million in factoring loans, and $81.1 million in residential real estate loans. |
Summary of securities | UMB Financial Corporation |
(unaudited, dollars in thousands) |
June 30, | March 31, | June 30, | CQ vs. | CQ vs. | ||||||||||||||||
2016 | 2016 | 2015 | LQ | PY | ||||||||||||||||
Securities available for sale: |
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U.S. Treasury |
$ | 363,337 | $ | 354,261 | $ | 353,915 | $ | 9,076 | $ | 9,422 | ||||||||||
U.S. Agencies |
421,625 | 593,769 | 808,155 | (172,144 | ) | (386,530 | ) | |||||||||||||
Mortgage-backed |
3,600,175 | 3,668,538 | 3,524,291 | (68,363 | ) | 75,884 | ||||||||||||||
State and political subdivisions |
2,305,979 | 2,186,602 | 2,158,098 | 119,377 | 147,881 | |||||||||||||||
Corporates |
80,063 | 80,142 | 80,656 | (79 | ) | (593 | ) | |||||||||||||
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Total securities available for sale |
6,771,179 | 6,883,312 | 6,925,115 | (112,133 | ) | (153,936 | ) | |||||||||||||
Securities held to maturity: |
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State and political subdivisions |
880,600 | 804,652 | 446,881 | 75,948 | 433,719 | |||||||||||||||
Trading securities |
56,311 | 26,779 | 36,616 | 29,532 | 19,695 | |||||||||||||||
Other securities |
66,300 | 64,591 | 77,800 | 1,709 | (11,500 | ) | ||||||||||||||
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Total securities |
$ | 7,774,390 | $ | 7,779,334 | $ | 7,486,412 | $ | (4,944 | ) | $ | 287,978 | |||||||||
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| Total securities available for sale decreased 1.6 percent on a linked-quarter basis and 2.2 percent compared to June 30, 2015, demonstrating our success in rotating earning assets into loans. |
| The growth in the companys held to maturity securities portfolio is attributed to increased activity in private placement bonds, primarily used to refinance existing revenue bonds in the healthcare and education sectors. |
Summary of deposits | UMB Financial Corporation |
(unaudited, dollars in thousands) |
June 30, | March 31, | June 30, | CQ vs. | CQ vs. | ||||||||||||||||
2016 | 2016 | 2015 | LQ | PY | ||||||||||||||||
Deposits: |
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Noninterest-bearing demand |
$ | 6,233,492 | $ | 6,202,026 | $ | 5,887,525 | $ | 31,466 | $ | 345,967 | ||||||||||
Interest-bearing demand and savings |
8,270,416 | 8,178,712 | 7,303,306 | 91,704 | 967,110 | |||||||||||||||
Time deposits under $250,000 |
695,629 | 727,709 | 681,435 | (32,080 | ) | 14,194 | ||||||||||||||
Time deposits of $250,000 or more |
449,156 | 309,926 | 624,380 | 139,230 | (175,224 | ) | ||||||||||||||
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Total deposits |
$ | 15,648,693 | $ | 15,418,373 | $ | 14,496,646 | $ | 230,320 | $ | 1,152,047 | ||||||||||
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Non-interest bearing deposits as % of total deposits |
39.83 | % | 40.22 | % | 40.61 | % |
The cost of interest-bearing liabilities for the second quarter was 23 basis points, and total cost of funds including noninterest-bearing deposits was 16 basis points.
Capital information | UMB Financial Corporation | |
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(unaudited, dollars in thousands, except per share data) |
June 30, | March 31, | June 30, | ||||||||||
2016 | 2016 | 2015 | ||||||||||
Total equity |
$ | 2,002,732 | $ | 1,947,959 | $ | 1,857,056 | ||||||
Book value per common share |
40.44 | 39.38 | 37.68 | |||||||||
Regulatory capital: |
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Common equity Tier 1 capital |
$ | 1,709,986 | $ | 1,675,854 | $ | 1,625,078 | ||||||
Tier 1 capital |
1,709,833 | 1,675,854 | 1,641,492 | |||||||||
Total capital |
1,864,389 | 1,825,867 | 1,770,796 | |||||||||
Regulatory capital ratios: |
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Common equity Tier 1 capital ratio |
11.65 | % | 11.80 | % | 12.64 | % | ||||||
Tier 1 risk-based capital ratio |
11.65 | 11.80 | 12.77 | |||||||||
Total risk-based capital ratio |
12.70 | 12.85 | 13.77 | |||||||||
Tier 1 leverage ratio |
8.91 | 8.78 | 9.56 |
Credit quality | UMB Financial Corporation |
(unaudited, dollars in thousands) |
Q2 | Q1 | Q4 | Q3 | Q2 | ||||||||||||||||
2016 | 2016 | 2015 | 2015 | 2015 | ||||||||||||||||
Net (recoveries) charge-offs - Commercial loans |
$ | (59 | ) | $ | 2,586 | $ | 178 | $ | 636 | $ | 2,999 | |||||||||
Net charge-offs (recoveries) - Real estate loans |
1,164 | 1,301 | (50 | ) | (65 | ) | (9 | ) | ||||||||||||
Net charge-offs - Consumer credit card loans |
1,575 | 1,781 | 1,628 | 1,524 | 1,627 | |||||||||||||||
Net charge-offs - Consumer other loans |
52 | 77 | 130 | 97 | 141 | |||||||||||||||
Net charge-offs - Total loans |
2,732 | 5,745 | 1,886 | 2,192 | 4,758 | |||||||||||||||
Net loan charge-offs as a % of total average loans |
0.11 | % | 0.24 | % | 0.08 | % | 0.10 | % | 0.24 | % | ||||||||||
Loans over 90 days past due |
$ | 4,700 | 3,334 | 7,324 | 2,552 | 7,645 | ||||||||||||||
Loans over 90 days past due as a % of total loans |
0.05 | % | 0.03 | % | 0.08 | % | 0.03 | % | 0.09 | % | ||||||||||
Nonperforming loans |
$ | 58,423 | 54,933 | 61,152 | 49,955 | 37,649 | ||||||||||||||
Nonperforming loans as a % of total loans |
0.58 | % | 0.57 | % | 0.65 | % | 0.55 | % | 0.42 | % |
| Nonperforming loans, defined as restructured loans on nonaccrual and all other nonaccrual loans, increased $3.5 million from the linked quarter and increased $20.8 million from the same quarter in 2015. |
Efficiency Initiatives
In 2015, the company announced efficiency initiatives with cost savings expected to be recognized as follows: $6.8 million in 2015, $22.6 million in 2016, and annualized savings of $32.9 million in 2017 and beyond. As an update, the company recognized $9.5 million of these cost savings in 2015, $4.9 million in the first quarter 2016, $4.1 million in the second quarter 2016, and expects to recognize an additional $9.4 million in the remainder of 2016 and annualized savings of $32.9 million beginning with full-year 2017.
Dividend Declaration
At the companys quarterly board meeting, the Board of Directors declared a $0.245 per share quarterly cash dividend, payable on Oct. 3, 2016, to shareholders of record at the close of business on Sept. 9, 2016.
Conference Call
The company plans to host a conference call to discuss its second quarter 2016 earnings results on July 27, 2016 at 9:30 a.m. (CT). Interested parties may access the call by dialing (toll-free) 877-267-8760 or (U.S.) 412-542-4148 and requesting to join the UMB Financial call. The live call can also be accessed by visiting the investor relations area of umbfinancial.com or by using the following the link:
UMB Financial 2Q 2016 Conference Call
A replay of the conference call may be heard through Aug. 12, 2016, by calling (toll-free) 877-344-7529 or (U.S.) 412-317-0088. The replay pass code required for playback is 10089114. The call replay may also be accessed via the companys website umbfinancial.com by visiting the investor relations area.
Non-GAAP Financial Information
In this release, we provide information using net operating income, operating earnings per share (operating EPS), operating return on average equity (operating ROE), operating return on average assets (operating ROA), operating noninterest expense, and operating efficiency ratio, all of which are non-GAAP financial measures. This information supplements the results that are reported according to generally accepted accounting principles (GAAP) and should not be viewed in isolation from, or as a substitute for, GAAP results. The differences between the non-GAAP financial measuresnet operating income, operating EPS, operating ROE, operating ROA, operating noninterest expense and operating efficiency ratioand the comparable GAAP financial measures are reconciled later in this release. The company believes that these non-GAAP financial measures and the reconciliations may be useful to investors because they adjust for acquisition- and severance-related items that management does not believe reflect the companys fundamental operating performance.
Net operating income for the relevant period is defined as GAAP net income, adjusted to reflect the impact of excluding the following: (i) fair value adjustments to contingent consideration for the acquisitions of Prairie Capital Management, LLC and Reams Asset Management Company, (ii) expenses related to the acquisition of Marquette, and (iii) non-acquisition related severance expense and (iv) the tax impact of the previous adjustments. The company believes that the financial impact of excluding non-acquisition related severance expense will be immaterial in the near future. It is excluded from certain non-GAAP financial measures as it has an unusually large impact on the companys financial statements.
Operating EPS (basic and diluted) is calculated as net operating income, divided by the companys average number of shares outstanding (basic and diluted) for the relevant period. Operating ROE is calculated as net operating income, divided by the companys average total shareholders equity for the relevant period. Operating ROA is calculated as net operating income, divided by the companys average assets for the relevant period. Operating noninterest expense for the relevant period is defined as GAAP noninterest expense, adjusted to reflect the pre-tax impact of non-GAAP adjustments described in clauses i-iii above. Operating efficiency ratio is calculated as the companys operating noninterest expense, net of amortization of other intangibles, divided by the companys total revenues (tax equivalent net interest income plus noninterest income) less gains on sales of securities available for sale.
Forward-Looking Statements:
This release contains, and our other communications may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be
identified by the fact that they do not relate strictly to historical or current factssuch as our statements about expected cost savings and other results of efficiency initiatives and our statements about asset sensitivity. Forward-looking statements often use words such as believe, expect, anticipate, intend, estimate, project, outlook, forecast, target, trend, plan, goal, or other words of comparable meaning or future-tense or conditional verbs such as may, will, should, would, or could. Forward-looking statements convey our expectations, intentions, or forecasts about future events, circumstances, results, or aspirations. All forward-looking statements are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond our control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Our actual future objectives, strategies, plans, prospects, performance, condition, or results may differ materially from those set forth in any forward-looking statement. Some of the factors that may cause actual results or other future events, circumstances, or aspirations to differ from those in forward-looking statements are described in our Annual Report on Form 10-K for the year ended December 31, 2015, our subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, or other applicable documents that are filed or furnished with the SEC. Any forward-looking statement made by us or on our behalf speaks only as of the date that it was made. We do not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K, or other applicable document that is filed or furnished with the SEC.
About UMB :
UMB Financial Corporation (Nasdaq: UMBF) is a diversified financial holding company headquartered in Kansas City, Mo., offering complete banking services, payment solutions, asset servicing and institutional investment management to customers. UMB operates banking and wealth management centers throughout Missouri, Illinois, Colorado, Kansas, Oklahoma, Nebraska, Arizona and Texas, as well as two national specialty-lending businesses. Subsidiaries of the holding company include companies that offer services to mutual funds and alternative-investment entities and registered investment advisors that offer equity and fixed income strategies to institutions and individual investors. For more information, visit umb.com , umbfinancial.com , blog.umb.com or follow us on Twitter at @UMBBank, Facebook at facebook.com/UMBBank and LinkedIn at linkedin.com/company/umb-bank.
Non-GAAP Financial Measures | UMB Financial Corporation |
Net operating income non-GAAP reconciliation:
(unaudited, dollars in thousands, except per share data)
Operating noninterest expense and operating efficiency ratio
non-GAAP reconciliation: |
UMB Financial Corporation | |
(unaudited, dollars in thousands) |
Three Months Ended | Six Months Ended | |||||||||||||||||||
June 30, | March 31, | June 30, | June 30, | |||||||||||||||||
2016 | 2016 | 2015 | 2016 | 2015 | ||||||||||||||||
Noninterest expense |
$ | 185,243 | $ | 180,744 | $ | 171,964 | $ | 365,987 | $ | 336,377 | ||||||||||
Adjustments to arrive at operating noninterest expense (pre-tax): |
||||||||||||||||||||
Fair value adjustments on contingent consideration (i) |
| 67 | (1,154 | ) | 67 | (3,418 | ) | |||||||||||||
Acquisition expenses (ii) |
996 | 3,043 | 787 | 4,039 | 1,553 | |||||||||||||||
Non-acquisition severance expense (iii) |
2,048 | 524 | | 2,572 | 353 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Non-GAAP adjustments (pre-tax) |
3,044 | 3,634 | (367 | ) | 6,678 | (1,512 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating noninterest expense |
$ | 182,199 | $ | 77,110 | $ | 172,331 | $ | 359,309 | $ | 337,889 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Noninterest expense |
$ | 185,243 | $ | 180,744 | $ | 171,964 | $ | 365,987 | $ | 336,377 | ||||||||||
Less: Amortization of other intangibles |
3,145 | 3,226 | 2,569 | 6,371 | 5,324 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Noninterest expense, net of amortization of other intangibles (numerator A) |
$ | 182,098 | $ | 177,518 | $ | 169,395 | $ | 359,616 | $ | 331,053 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating noninterest expense |
$ | 182,199 | $ | 177,110 | $ | 172,331 | $ | 359,309 | $ | 337,889 | ||||||||||
Less: Amortization of other intangibles |
3,145 | 3,226 | 2,569 | 6,371 | 5,324 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating expense, net of amortization of other intangibles (numerator B) |
$ | 179,054 | $ | 173,884 | $ | 169,762 | $ | 352,938 | $ | 332,565 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net interest income (tax equivalent) (v) |
$ | 128,681 | $ | 124,744 | $ | 103,112 | $ | 253,425 | $ | 198,862 | ||||||||||
Noninterest income |
121,447 | 116,350 | 119,550 | 237,797 | 244,757 | |||||||||||||||
Less: Gains on sales of securities available for sale, net |
2,598 | 2,933 | 967 | 5,531 | 8,303 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total (denominator A) |
$ | 247,530 | $ | 238,161 | $ | 221,695 | $ | 485,691 | $ | 435,316 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Efficiency ratio (numerator A/denominator A) |
73.57 | % | 74.54 | % | 76.41 | % | 74.04 | % | 76.05 | % | ||||||||||
Operating efficiency ratio (numerator B/denominator A) |
72.34 | 73.01 | 76.57 | 72.67 | 76.40 |
(i) | Represents fair value adjustments to contingent consideration for the acquisitions of PCM and Reams Asset Management Company. |
(ii) | Represents expenses related to the acquisition of Marquette Financial Companies (Marquette). |
(iii) | Represents non-acquisition severance expense related to UMB-legacy employees as management excludes severance expense from its internal evaluation of Company performance. Severance expense for Marquette-legacy employees is included in item (ii). |
(iv) | Calculated using the Companys marginal tax rate of 36%. |
(v) | Tax-exempt interest income has been adjusted to a tax equivalent basis. The amount of such adjustment was an addition to net interest income of $7.4 million, $6.9 million, and $5.7 million for the three months ended June 30, 2016, March 31, 2016, and June 30, 2015, respectively, and $14.3 million and $11.1 million for the six months ended June 30, 2016 and 2015, respectively. |
Consolidated Balance Sheets | UMB Financial Corporation | |
(unaudited, dollars in thousands) |
June 30, | ||||||||
2016 | 2015 | |||||||
Assets |
||||||||
Loans |
$ | 10,083,266 | $ | 8,916,128 | ||||
Allowance for loan losses |
(84,666 | ) | (77,721 | ) | ||||
|
|
|
|
|||||
Net loans |
9,998,600 | 8,838,407 | ||||||
|
|
|
|
|||||
Loans held for sale |
10,495 | 2,819 | ||||||
Investment securities: |
||||||||
Available for sale |
6,771,179 | 6,925,115 | ||||||
Held to maturity |
880,600 | 446,881 | ||||||
Trading securities |
56,311 | 36,616 | ||||||
Other securities |
66,300 | 77,800 | ||||||
|
|
|
|
|||||
Total investment securities |
7,774,390 | 7,486,412 | ||||||
|
|
|
|
|||||
Federal funds and resell agreements |
196,283 | 91,326 | ||||||
Interest-bearing due from banks |
379,611 | 698,940 | ||||||
Cash and due from banks |
355,732 | 490,171 | ||||||
Premises and equipment, net |
277,060 | 279,996 | ||||||
Accrued income |
92,650 | 84,979 | ||||||
Goodwill |
228,396 | 228,217 | ||||||
Other intangibles, net |
40,411 | 53,649 | ||||||
Other assets |
380,448 | 163,811 | ||||||
|
|
|
|
|||||
Total assets |
$ | 19,734,076 | $ | 18,418,727 | ||||
|
|
|
|
|||||
Liabilities |
||||||||
Deposits: |
||||||||
Noninterest-bearing demand |
$ | 6,233,492 | $ | 5,887,525 | ||||
Interest-bearing demand and savings |
8,270,416 | 7,303,306 | ||||||
Time deposits under $250,000 |
695,629 | 681,435 | ||||||
Time deposits of $250,000 or more |
449,156 | 624,380 | ||||||
|
|
|
|
|||||
Total deposits |
15,648,693 | 14,496,646 | ||||||
|
|
|
|
|||||
Federal funds and repurchase agreements |
1,788,567 | 1,774,435 | ||||||
Short-term debt |
5,003 | | ||||||
Long-term debt |
85,320 | 88,346 | ||||||
Accrued expenses and taxes |
149,027 | 155,246 | ||||||
Other liabilities |
54,734 | 46,998 | ||||||
|
|
|
|
|||||
Total liabilities |
17,731,344 | 16,561,671 | ||||||
|
|
|
|
|||||
Shareholders Equity |
||||||||
Common stock |
55,057 | 55,057 | ||||||
Capital surplus |
1,023,195 | 1,009,965 | ||||||
Retained earnings |
1,083,280 | 1,005,563 | ||||||
Accumulated other comprehensive income |
55,295 | (2,141 | ) | |||||
Treasury stock |
(214,095 | ) | (211,388 | ) | ||||
|
|
|
|
|||||
Total shareholders equity |
2,002,732 | 1,857,056 | ||||||
|
|
|
|
|||||
Total liabilities and shareholders equity |
$ | 19,734,076 | $ | 18,418,727 | ||||
|
|
|
|
Consolidated Statements of Income | UMB Financial Corporation | |
(unaudited, dollars in thousands, except share and per share data) |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Interest Income |
||||||||||||||||
Loans |
$ | 93,949 | $ | 71,396 | $ | 184,493 | $ | 135,628 | ||||||||
Securities: |
||||||||||||||||
Taxable interest |
18,852 | 19,163 | 38,209 | 37,971 | ||||||||||||
Tax-exempt interest |
13,845 | 10,607 | 26,580 | 20,522 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total securities income |
32,697 | 29,770 | 64,789 | 58,493 | ||||||||||||
Federal funds and resell agreements |
642 | 151 | 1,149 | 202 | ||||||||||||
Interest-bearing due from banks |
436 | 434 | 1,327 | 1,286 | ||||||||||||
Trading securities |
173 | 133 | 225 | 228 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total interest income |
127,897 | 101,884 | 251,983 | 195,837 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Interest Expense |
||||||||||||||||
Deposits |
4,136 | 3,522 | 8,191 | 6,570 | ||||||||||||
Federal funds and repurchase agreements |
1,626 | 470 | 2,856 | 962 | ||||||||||||
Other |
925 | 532 | 1,834 | 587 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total interest expense |
6,687 | 4,524 | 12,881 | 8,119 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net interest income |
121,210 | 97,360 | 239,102 | 187,718 | ||||||||||||
Provision for loan losses |
7,000 | 5,000 | 12,000 | 8,000 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net interest income after provision for loan losses |
114,210 | 92,360 | 227,102 | 179,718 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Noninterest Income |
||||||||||||||||
Trust and securities processing |
59,745 | 67,381 | 119,230 | 134,680 | ||||||||||||
Trading and investment banking |
5,638 | 5,568 | 10,268 | 11,690 | ||||||||||||
Service charges on deposits |
22,420 | 21,625 | 43,881 | 43,166 | ||||||||||||
Insurance fees and commissions |
1,160 | 586 | 2,657 | 1,156 | ||||||||||||
Brokerage fees |
4,262 | 2,936 | 8,447 | 5,790 | ||||||||||||
Bankcard fees |
17,534 | 18,035 | 35,550 | 34,218 | ||||||||||||
Gains on sale of securities available for sale, net |
2,598 | 967 | 5,531 | 8,303 | ||||||||||||
Equity earnings (loss) on alternative investments |
978 | (1,125 | ) | 597 | (1,967 | ) | ||||||||||
Other |
7,112 | 3,577 | 11,636 | 7,721 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total noninterest income |
121,447 | 119,550 | 237,797 | 244,757 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Noninterest Expense |
||||||||||||||||
Salaries and employee benefits |
108,897 | 99,585 | 216,047 | 198,122 | ||||||||||||
Occupancy, net |
11,139 | 10,312 | 22,111 | 20,322 | ||||||||||||
Equipment |
17,032 | 15,410 | 33,314 | 29,582 | ||||||||||||
Supplies, postage and telephone |
4,719 | 4,603 | 9,668 | 8,928 | ||||||||||||
Marketing and business development |
6,313 | 6,530 | 10,754 | 11,148 | ||||||||||||
Processing fees |
11,464 | 12,654 | 22,926 | 25,437 | ||||||||||||
Legal and consulting |
4,937 | 5,917 | 9,736 | 10,295 | ||||||||||||
Bankcard |
5,369 | 4,953 | 11,184 | 9,721 | ||||||||||||
Amortization of other intangibles |
3,145 | 2,569 | 6,371 | 5,324 | ||||||||||||
Regulatory fees |
3,692 | 2,873 | 7,121 | 5,629 | ||||||||||||
Other |
8,536 | 6,558 | 16,755 | 11,869 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total noninterest expense |
185,243 | 171,964 | 365,987 | 336,377 | ||||||||||||
Income before income taxes |
50,414 | 39,946 | 98,912 | 88,098 | ||||||||||||
Income tax provision |
13,117 | 9,732 | 25,370 | 24,119 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income |
$ | 37,297 | $ | 30,214 | $ | 73,542 | $ | 63,979 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Per Share Data |
||||||||||||||||
Net income - basic |
$ | 0.76 | $ | 0.65 | $ | 1.51 | $ | 1.40 | ||||||||
Net income diluted |
0.76 | 0.65 | 1.50 | 1.39 | ||||||||||||
Dividends |
0.245 | 0.235 | 0.49 | 0.47 | ||||||||||||
Weighted average shares outstanding |
48,770,948 | 46,240,869 | 48,763,690 | 45,624,276 | ||||||||||||
Weighted average shares outstanding diluted |
49,165,686 | 46,611,096 | 49,126,207 | 46,029,978 |
Consolidated Statements of Comprehensive Income | UMB Financial Corporation | |
(unaudited, dollars in thousands) |
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Net Income |
$ | 37,297 | $ | 30,214 | $ | 73,542 | $ | 63,979 | ||||||||
Other comprehensive income, net of tax: |
||||||||||||||||
Unrealized gains (losses) on securities: |
||||||||||||||||
Change in unrealized holding gains (losses), net |
42,273 | (45,552 | ) | 107,585 | (12,877 | ) | ||||||||||
Less: Reclassifications adjustment for gains included in net income |
(2,598 | ) | (967 | ) | (5,531 | ) | (8,303 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Change in unrealized gains (losses) on securities during the period |
39,675 | (46,519 | ) | 102,054 | (21,180 | ) | ||||||||||
Change in unrealized losses on derivatives |
(2,894 | ) | | (7,034 | ) | | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income tax (expense) benefit |
(13,954 | ) | 17,569 | (36,007 | ) | 8,033 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Other comprehensive income (loss) |
22,827 | (28,950 | ) | 59,013 | (13,147 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Comprehensive income |
$ | 60,124 | $ | 1,264 | $ | 132,555 | $ | 50,832 | ||||||||
|
|
|
|
|
|
|
|
Consolidated Statements of Shareholders Equity | UMB Financial Corporation | |
(unaudited, dollars in thousands, except per share data) |
Accumulated | ||||||||||||||||||||||||
Other | ||||||||||||||||||||||||
Common | Capital | Retained | Comprehensive | Treasury | ||||||||||||||||||||
Stock | Surplus | Earnings | Income (Loss) | Stock | Total | |||||||||||||||||||
Balance - January 1, 2015 |
$ | 55,057 | $ | 894,602 | $ | 963,911 | $ | 11,006 | $ | (280,818 | ) | $ | 1,643,758 | |||||||||||
Total comprehensive income |
| | 63,979 | (13,147 | ) | | 50,832 | |||||||||||||||||
Cash dividends ($0.47 per share) |
| | (22,327 | ) | | | (22,327 | ) | ||||||||||||||||
Purchase of treasury stock |
| | | | (5,379 | ) | (5,379 | ) | ||||||||||||||||
Issuance of equity awards |
| (5,509 | ) | | | 5,969 | 460 | |||||||||||||||||
Recognition of equity based compensation |
| 5,779 | | | | 5,779 | ||||||||||||||||||
Net tax benefit related to equity compensation plans |
| 664 | | | | 664 | ||||||||||||||||||
Sale of treasury stock |
| 306 | | | 197 | 503 | ||||||||||||||||||
Exercise of stock options |
| 1,488 | | | 1,541 | 3,209 | ||||||||||||||||||
Common stock issuance |
| 112,635 | | | 67,102 | 179,737 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance June 30, 2015 |
$ | 55,057 | $ | 1,009,965 | $ | 1,005,563 | $ | (2,141 | ) | $ | (211,388 | ) | $ | 1,857,056 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance - January 1, 2016 |
$ | 55,057 | $ | 1,019,889 | $ | 1,033,990 | $ | (3,718 | ) | $ | (211,524 | ) | $ | 1,893,694 | ||||||||||
Total comprehensive income |
| | 73,542 | 59,013 | | 132,555 | ||||||||||||||||||
Cash dividends ($0.49 per share) |
| | (24,252 | ) | | | (24,252 | ) | ||||||||||||||||
Purchase of treasury stock |
| | | | (13,581 | ) | (13,581 | ) | ||||||||||||||||
Issuance of equity awards |
| (4,457 | ) | | | 4,887 | 430 | |||||||||||||||||
Recognition of equity based compensation |
| 5,200 | | | | 5,200 | ||||||||||||||||||
Net tax deficiency related to equity compensation plans |
| 250 | | | | 250 | ||||||||||||||||||
Sale of treasury stock |
| 260 | | | 309 | 569 | ||||||||||||||||||
Exercise of stock options |
| 2,053 | | | 5,814 | 7,867 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance June 30, 2016 |
$ | 55,057 | $ | 1,023,195 | $ | 1,083,280 | $ | 55,295 | $ | (214,095 | ) | $ | 2,002,732 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Average Balances / Yields and Rates | UMB Financial Corporation | |
(tax - equivalent basis) | ||
(unaudited, dollars in thousands) |
Three Months Ended June 30, | ||||||||||||||||
2016 | 2015 | |||||||||||||||
Average | Average | Average | Average | |||||||||||||
Balance | Yield/Rate | Balance | Yield/Rate | |||||||||||||
Assets |
||||||||||||||||
Loans, net of unearned interest |
$ | 9,887,404 | 3.82 | % | $ | 8,071,991 | 3.55 | % | ||||||||
Securities: |
||||||||||||||||
Taxable |
4,676,230 | 1.62 | 4,974,668 | 1.55 | ||||||||||||
Tax-exempt |
2,987,217 | 2.86 | 2,407,759 | 2.72 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total securities |
7,663,447 | 2.11 | 7,382,427 | 1.93 | ||||||||||||
Federal funds and resell agreements |
181,094 | 1.43 | 69,053 | 0.88 | ||||||||||||
Interest-bearing due from banks |
313,427 | 0.56 | 414,446 | 0.42 | ||||||||||||
Trading securities |
40,996 | 2.09 | 37,063 | 1.70 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total earning assets |
18,086,368 | 3.01 | 15,974,980 | 2.70 | ||||||||||||
Allowance for loan losses |
(81,699 | ) | (77,667 | ) | ||||||||||||
Other assets |
1,431,600 | 1,515,687 | ||||||||||||||
|
|
|
|
|||||||||||||
Total assets |
$ | 19,436,269 | $ | 17,413,000 | ||||||||||||
|
|
|
|
|||||||||||||
Liabilities and Shareholders Equity |
||||||||||||||||
Interest-bearing deposits |
$ | 9,315,851 | 0.18 | % | $ | 7,924,696 | 0.18 | % | ||||||||
Federal funds and repurchase agreements |
2,163,264 | 0.30 | 1,715,836 | 0.11 | ||||||||||||
Borrowed funds |
91,034 | 4.09 | 49,827 | 4.28 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total interest-bearing liabilities |
11,570,149 | 0.23 | 9,690,359 | 0.19 | ||||||||||||
Noninterest-bearing demand deposits |
5,723,840 | 5,504,333 | ||||||||||||||
Other liabilities |
162,390 | 473,676 | ||||||||||||||
Shareholders equity |
1,979,890 | 1,744,632 | ||||||||||||||
|
|
|
|
|||||||||||||
Total liabilities and shareholders equity |
$ | 19,436,269 | $ | 17,413,000 | ||||||||||||
|
|
|
|
|||||||||||||
Net interest spread |
2.78 | % | 2.51 | % | ||||||||||||
Net interest margin |
2.86 | 2.59 |
Average Balances / Yields and Rates | UMB Financial Corporation | |
(tax - equivalent basis) | ||
(unaudited, dollars in thousands) |
Six Months Ended June 30, | ||||||||||||||||
2016 | 2015 | |||||||||||||||
Average | Average | Average | Average | |||||||||||||
Balance | Yield/Rate | Balance | Yield/Rate | |||||||||||||
Assets |
||||||||||||||||
Loans, net of unearned interest |
$ | 9,718,848 | 3.82 | % | $ | 7,772,709 | 3.52 | % | ||||||||
Securities: |
||||||||||||||||
Taxable |
4,751,526 | 1.62 | 4,921,907 | 1.56 | ||||||||||||
Tax-exempt |
2,896,366 | 2.84 | 2,331,422 | 2.73 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total securities |
7,647,892 | 2.08 | 7,253,329 | 1.93 | ||||||||||||
Federal funds and resell agreements |
163,943 | 1.41 | 51,793 | 0.79 | ||||||||||||
Interest-bearing due from banks |
481,031 | 0.55 | 759,238 | 0.34 | ||||||||||||
Trading securities |
33,677 | 1.67 | 33,661 | 1.76 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total earning assets |
18,045,391 | 2.97 | 15,870,730 | 2.63 | ||||||||||||
Allowance for loan losses |
(81,259 | ) | (77,124 | ) | ||||||||||||
Other assets |
1,420,465 | 1,330,476 | ||||||||||||||
|
|
|
|
|||||||||||||
Total assets |
$ | 19,384,597 | $ | 17,124,082 | ||||||||||||
|
|
|
|
|||||||||||||
Liabilities and Shareholders Equity |
||||||||||||||||
Interest-bearing deposits |
$ | 9,372,812 | 0.18 | % | $ | 7,764,368 | 0.17 | % | ||||||||
Federal funds and repurchase agreements |
1,929,910 | 0.30 | 1,713,386 | 0.11 | ||||||||||||
Borrowed funds |
91,796 | 4.02 | 29,193 | 4.05 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total interest-bearing liabilities |
11,394,518 | 0.23 | 9,506,947 | 0.17 | ||||||||||||
Noninterest-bearing demand deposits |
5,869,330 | 5,582,180 | ||||||||||||||
Other liabilities |
160,173 | 325,066 | ||||||||||||||
Shareholders equity |
1,960,576 | 1,709,889 | ||||||||||||||
|
|
|
|
|||||||||||||
Total liabilities and shareholders equity |
$ | 19,384,597 | $ | 17,124,082 | ||||||||||||
|
|
|
|
|||||||||||||
Net interest spread |
2.74 | % | 2.46 | % | ||||||||||||
Net interest margin |
2.82 | 2.53 |
Business Segment Information | UMB Financial Corporation | |
(unaudited, dollars in thousands) |
Three Months Ended June 30, 2016 | ||||||||||||||||
Bank |
Institutional
Investment Management |
Asset
Servicing |
Total | |||||||||||||
Net interest income |
$ | 118,613 | $ | | $ | 2,597 | $ | 121,210 | ||||||||
Provision for loan losses |
7,000 | | | 7,000 | ||||||||||||
Noninterest income |
80,044 | 19,127 | 22,276 | 121,447 | ||||||||||||
Noninterest expense |
145,736 | 18,858 | 20,649 | 185,243 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before taxes |
45,921 | 269 | 4,224 | 50,414 | ||||||||||||
Income tax expense |
11,939 | 77 | 1,101 | 13,117 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income |
$ | 33,982 | $ | 192 | $ | 3,123 | $ | 37,297 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Average assets |
$ | 18,170,000 | $ | 61,000 | $ | 1,205,000 | $ | 19,436,000 | ||||||||
Three Months Ended June 30, 2015 | ||||||||||||||||
Bank |
Institutional
Investment Management |
Asset
Servicing |
Total | |||||||||||||
Net interest income |
$ | 96,403 | $ | | $ | 957 | $ | 97,360 | ||||||||
Provision for loan losses |
5,000 | | | 5,000 | ||||||||||||
Noninterest income |
70,840 | 25,685 | 23,025 | 119,550 | ||||||||||||
Noninterest expense |
133,617 | 18,302 | 20,045 | 171,964 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before taxes |
28,626 | 7,383 | 3,937 | 39,946 | ||||||||||||
Income tax expense |
7,017 | 1,747 | 968 | 9,732 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income |
$ | 21,609 | $ | 5,636 | $ | 2,969 | $ | 30,214 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Average assets |
$ | 16,384,000 | $ | 71,000 | $ | 958,000 | $ | 17,413,000 | ||||||||
Six Months Ended June 30, 2016 | ||||||||||||||||
Bank |
Institutional
Investment Management |
Asset
Servicing |
Total | |||||||||||||
Net interest income |
$ | 233,885 | $ | | $ | 5,217 | $ | 239,102 | ||||||||
Provision for loan losses |
12,000 | | | 12,000 | ||||||||||||
Noninterest income |
155,483 | 37,542 | 44,772 | 237,797 | ||||||||||||
Noninterest expense |
289,104 | 36,088 | 40,795 | 365,987 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before taxes |
88,264 | 1,454 | 9,194 | 98,912 | ||||||||||||
Income tax expense |
22,643 | 367 | 2,360 | 25,370 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income |
$ | 65,621 | $ | 1,087 | $ | 6,834 | $ | 73,542 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Average assets |
$ | 18,027,000 | $ | 62,000 | $ | 1,296,000 | $ | 19,385,000 | ||||||||
Six Months Ended June 30, 2015 | ||||||||||||||||
Bank |
Institutional
Investment Management |
Asset
Servicing |
Total | |||||||||||||
Net interest income |
$ | 185,764 | $ | | $ | 1,954 | $ | 187,718 | ||||||||
Provision for loan losses |
8,000 | | | 8,000 | ||||||||||||
Noninterest income |
145,529 | 52,769 | 46,459 | 244,757 | ||||||||||||
Noninterest expense |
258,796 | 36,262 | 41,319 | 336,377 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before taxes |
64,497 | 16,507 | 7,094 | 88,098 | ||||||||||||
Income tax expense |
17,732 | 4,497 | 1,890 | 24,119 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income |
$ | 46,765 | $ | 12,010 | $ | 5,204 | $ | 63,979 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Average assets |
$ | 16,101,000 | $ | 73,000 | $ | 950,000 | $ | 17,124,000 |
Exhibit 99.2
News Release
UMB Financial Corporation
1010 Grand Boulevard
Kansas City, MO 64106
For more information please contact:
Kelli Christman, 816.860.5088
Kelli.Christman@umb.com
UMB Financial Corporation Names
Ram Shankar as Chief Financial Officer
KANSAS CITY, Mo. ( July 26, 2016 ) UMB Financial Corporation (Nasdaq: UMBF) announces it has named Ram Shankar as chief financial officer. Shankar will have responsibility for the overall financial management of the company, including financial planning and analysis, accounting, balance sheet management, investor relations, corporate investments, tax, and board reporting.
Shankar brings nearly 20 years of industry experience with specific expertise in financial planning, balance sheet strategy, investor relations, financial planning, mergers and acquisitions, and profitability forecasting. Prior to joining UMB, Shankar spent five years as managing director of First Niagara Financial Group, where he headed financial planning and analysis and investor relations. Before that, Shankar spent time at FBR Capital Markets as a senior research analyst and at M&T Bank Corporation in the financial planning measurement and corporate finance/M&A group.
Ram is a seasoned, strategic-minded finance professional who will be integral in positioning us for continued growth and success, while also helping us navigate our unique business model, said Mariner Kemper, CEO and chairman of UMB Financial Corporation. We look forward to Ram further enhancing our strong relationship with both our investors and board members.
Shankar earned his bachelors degree in engineering from Birla Institute of Technology and Science in India and his masters degree in business administration from Rochester Institute of Technology in New York.
About UMB
UMB Financial Corporation (Nasdaq: UMBF) is a diversified financial holding company headquartered in Kansas City, Mo., offering complete banking services, payment solutions, asset servicing and institutional investment management to customers. UMB operates banking and wealth management centers throughout Missouri, Illinois, Colorado, Kansas, Oklahoma, Nebraska, Arizona and Texas, as well as two national specialty-lending businesses. Subsidiaries of the holding company include companies that offer services to mutual funds and alternative-investment entities and registered investment advisors that offer equity and fixed income strategies to institutions and individual investors. For more information, visit umb.com , umbfinancial.com , blog.umb.com or follow us on Twitter at @UMBBank, Facebook at facebook.com/UMBBank and LinkedIn at linkedin.com/company/umb-bank .
###
Exhibit 99.3
July 26, 2016
Ram Shankar
5531 Pine Loch Lane
Williamsville, NY 14221
Dear Ram,
As a follow-up to our conversations, we are pleased to offer you the position of Chief Financial Officer of UMB Financial Corporation (UMB), effective August 8, 2016, reporting to the Chairman, President & Chief Executive Officer of UMB, Mariner Kemper.
This letter is to confirm the following details of our offer:
| A salary at a gross annual rate of $350,000. Such salary shall be payable over 52 weeks as earned and in accordance with the Companys standard payroll procedures. |
| Sign on bonus of $30,000 will be paid on the paycheck closest to the 90 th day of employment. In the event you voluntarily terminate your full-time employment before completing 24 months of employment or UMB terminates your employment for unsatisfactory performance or violation of UMB policies or procedures within the first 24 months of employment, you agree to repay UMB a pro-rated amount of the total sign on bonus. Prorating is based upon 1/24 th of the sign on bonus paid times the number of months remaining in the 24 month period. You authorize UMB to deduct from your final pay or otherwise collect any sign on bonus repayment due. |
| Eligibility to participate in the Short Term Incentive Program (STIP) contingent upon approval by the Board Compensation Committee, subject to all terms of the plan at a target of 50% of base pay. The reward payout is pro-rated based on your date of hire. The standard STIP plan is in effect for 2017. |
| Eligibility to participate in the 2017 Long Term Incentive Program under the UMB Financial Corporation Long Term Incentive Plan (LTIP) contingent upon approval by the Board Compensation Committee, subject to all terms of the plan at 50% of base pay. |
| A one-time grant of 3,000 shares of Service Based Restricted Stock from the LTIP contingent upon approval by the Board Compensation Committee, subject to all terms of the plan, vesting 50% on the second anniversary of the grant, 50% on the third anniversary of the grant. |
| Paid-Time-Off (PTO): Your PTO will begin accruing at the rate of 20 calendar days annually. Your accrual for 2016 will be prorated, based upon your hire date. |
| Eligibility for company sponsored benefit plans on the following effective dates: |
Date of hire;
Group Life Insurance
Employee Assistance Plan (EAP)
Pet Insurance
First of the month following one month of employment;
Medical, Dental, Vision, Tax Savings Plan, Legal Insurance and 401(k) Plan
First of the month following three months of employment;
Supplemental Life and AD&D Insurance, Universal Life, Cancer, & LT Care
First of the month following six months of employment;
Short Term and Long Term Disability Plans
First January or July following 12 months of employment;
Profit Sharing
Employee Stock Ownership Plan (ESOP)
| Eligibility for many bank products and services free or on a reduced fee basis |
| In addition to these company sponsored benefits, a variety of additional insurance products are available after three months of employment, through UMB Insurance, Inc. |
You, like all other UMB associates, will be subject to the various policies and terms and conditions applicable to UMB employees generally, including UMBs Associate Handbook, which includes UMB Code of Ethics and Code of Conduct (collectively, the Handbook). Among other things, the Code of Conduct restricts the use of customer data and confidential and proprietary information, the solicitation of UMB customers after employment with UMB ends. At the commencement of your employment, you will be given the Handbook, and required to acknowledge your agreement to comply with its requirements and provisions. In addition, you will be required to agree to and sign UMBs Confidentiality, Nonsolicitation and Intellectual Property Ownership Agreement.
In accepting employment with UMB, you have agreed that during your employment, you will not improperly use or disclose any confidential information or trade secrets or violate any non-competition or other agreement with, any former employer or any other persons to whom you have an obligation of confidentiality or noncompetition. You will not bring onto the premises of UMB any unpublished documents or any property belonging to any former employer or any person to whom you have an obligation of confidentiality, unless consented to in writing by that former employer or person. You will use in the performance of your duties only information that is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by UMB. You represent that you are not subject to any contractual provision restricting your ability to accept or perform your duties as an employee of UMB.
If any Change in Control (as defined below) were to occur during the first one year of your UMB employment, and your employment with UMB (or its successor in interest) were to terminate within such one-year period (other than as a result of your resignation or an involuntary termination based on your acts of dishonesty, violations of law, regulations, or any material UMB (or its successor in interest) policy, or your failure to devote substantially all of your time and efforts to carrying out your assigned duties or to perform in a reasonable manner all significant duties for which you are given responsibilities), then you would be eligible to receive as a severance payment, upon your execution of UMBs standard form of release and separation agreement then in use, a cash payment equal to your annual base salary at the time such Change in Control occurred. If the Change in Control were to occur during the second one-year period of your UMB employment, then you would be eligible to receive as a severance payment, upon your execution of UMBs standard form of release and separation agreement, a cash payment equal to 50% of your annual base salary at the time such Change in Control occurred.
Change in Control means, with respect to UMB: (i) the acquisition, directly or indirectly, by merger, consolidation, purchase or otherwise, in any transaction or a series of related transactions, by any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), who within any 12-month period, acquires beneficial ownership (as those terms are defined for purposes of Section 13(d) of the Securities Exchange Act of 1934 and the Rules and Regulation of the Securities and Exchange Commission promulgated thereunder) of securities representing an aggregate of 50% or more of the combined voting power of UMBs then outstanding voting securities (other than such transfers from an individual to one or more lineal descendants of that individual or transfers from an individual to a living trust the beneficiaries of which are lineal descendants of the grantor of that trust, or transfers from such living trust to such beneficiaries, as the case may be); or (ii) consummation by UMB of (a) a merger, consolidation or other business combination with any other person (as defined above) or Affiliate thereof, where the stockholders of UMB immediately prior to the merger, consolidation or other business combination own, immediately after the merger, consolidation or other business combination, less than a majority of the outstanding voting shares of the surviving or resulting entity, or (b) an agreement for the sale or disposition by UMB (in one transaction or a series of related transactions) of all or substantially all of its assets to a person that is not controlled by or under common control with UMB. Notwithstanding the foregoing provisions of this definition, a Change in Control shall in no event be deemed to have occurred with respect to UMB when any transaction contemplated by this definition is consummated by UMB with a Person that, immediately prior to the consummation of such transaction and at all times thereafter, directly or indirectly, through one or more intermediaries, is an Affiliate of UMB. For purposes of this definition, Affiliate of UMB shall mean any other Person directly, or indirectly through one or more intermediaries, controlling, controlled by or under common control with UMB , and Person shall mean a natural person or any legal, commercial or governmental entity, such as, but not limited to, a corporation, general partnership, joint venture, limited partnership, limited liability company, trust, business association, group acting in concert, or any person acting in a representative capacity.
Payments and benefits under this agreement are intended to comply with Internal Revenue Code Section 409A and applicable guidance issued thereunder (Section 409A) or comply with an exemption from the application of 409A and, accordingly, all provisions of this agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Notwithstanding any of the provisions of this letter agreement, UMB shall not be liable to you for any excise taxes or interest if any payment or benefit which is to be provided pursuant to this agreement and which is considered deferred compensation subject to Section 409A otherwise fails to comply with, or be exempt from, the requirements of Section 409A.
As we discussed, because UMB is a publicly-held company and has various corporate governance requirements, the Compensation Committee of the Board of Directors of UMB (the Compensation Committee) must approve the proposed terms of your employment (as set forth herein) before you can be hired. Also, the full Board would need to formally elect you as CFO. Accordingly, this letter and the proposed terms of your employment are subject to, and contingent upon, the Compensation Committees formal approval of the terms and the Board election of you as CFO. If the provisions of this letter are acceptable to you, we will seek the approval of the Compensation Committee. We have no reason to believe that its approval will not be forthcoming, or that the full Board would not elect you as CFO at its upcoming meeting in April.
This offer is contingent upon successful completion of a pre-employment drug screen, consumer report conducted by Validity Screening Solutions, credit report (if required by law or applicable for your position). Also, a FBI background check conducted by First Advantage. As an employer, we are required to request information from all new associates to comply with the Immigration Reform and Control Act of 1986. Therefore, on your first day you will need to provide documentation to verify your identity and work authorization.
No provision of this letter represents an employment contract in whole or in part, for any duration, between you and UMB or any of its subsidiaries. You will at all times be an at will employee whose employment is not for any definite period of time and can be terminated by UMB or by you at any time and for any reason. No statement, representation, promise or remark, whether in writing or oral, shall be deemed to modify the at will relationship unless such modification is reduced to writing and signed by UMBs Chief Executive Officer.
Please let me know if you have any questions.
Welcome to UMB.
Sincerely,
Mariner Kemper
Chairman, President & CEO UMBFC
I have read and accept the terms and conditions of this job offer.
Date
Sign on Bonus Repayment Agreement:
A prorated re-payment of the sign on bonus will be required should an employee voluntarily leave UMB within 24 months of last guaranteed payment. Prorating is based upon 1/24th of the amount paid times the number of months remaining to complete 24 months. Payment is adjusted for previous taxes withheld from the original amount.
I have read and accept the terms and conditions of this job offer.
Date
Exhibit 99.4
UMB Relocation Assistance Agreement |
This Relocation Assistance Agreement (the Agreement ) is entered into on July 26, 2016 by and between UMB Bank, or (UMB Subsidiary) n.a. (UMB) and Ram Shankar (Associate). This Agreement provides for the payment of moving and relocation expenses of the Associate.
In consideration of the mutual covenants and agreements set forth herein, the sufficiency of which are hereby acknowledged, the parties agree as follows:
1. | Relocation Assistance . To assist Associate in meeting expenses of relocation, UMB will provide relocation assistance as described in Exhibit A of you offer letter. In consideration of UMBs offer to provide relocation assistance, Associate agree s to remain employed full-time with UMB for 36 months following the last relocation reimbursement or payment made by UMB (the Time Commitment). The relocation benefits are to be used and all receipts must be submitted within 12 months of the date of this agreement. |
2. | Repayment . In the event Associate voluntarily terminates his/her employment before completing the Time Commitment or UMB terminates Associates employment for unsatisfactory performance or violation of UMB policies or procedures, Associate agrees to repay UMB a pro-rated amount of the total relocation assistance provided by UMB. The pro-rated amount owed to UMB will be based upon the number of months remaining in the Time Commitment at the time of departure (1/36 th of total relocation assistance times number of months remaining in the Time Commitment). |
3. | Collection . Any amount due to UMB pursuant to this Agreement is due and payable to UMB immediately upon demand. By signing this Agreement, Associate hereby authorizes said payment, should it become due under these provisions, to be deducted from Associates final paycheck, and Associate agrees to be responsible for payment in full of anything not collected in the final paycheck at UMBs option. Should it become necessary for UMB to collect any payment due, Associate agrees to pay UMB for all reasonable costs of collection and/or litigation, including reasonable attorneys fees. |
4. | Employment at Will . Associates employment status continues to be at-will. This Agreement shall not constitute an employment contract or an agreement to employ Associate for any period of time, and shall not bind UMB to any obligation with respect to Associates employment. ASSOCIATE ACKNOWLEDGES AND AGREES THIS AGREEMENT IS NOT A CONTRACT FOR EMPLOYMENT AND DOES NOT ALTER ASSOCIATES AT-WILL EMPLOYMENT RELATIONSHIP WITH UMB. THIS MEANS EITHER ASSOCIATE OR UMB MAY TERMINATE THE EMPLOYMENT RELATIONSHIP AT ANY TIME WITH OR WITHOUT CAUSE. |
5. | UMB Policies . Associate acknowledges and agrees Associate is subject to all of the policies and procedures of UMB, the UMB Relocation Guide, and this Agreement |
6. | Applicable Law . This Agreement shall be interpreted and construed in accordance with the laws of the State of Missouri without regard to conflict of law provisions. |
7. |
Severability . Should any one or more of the provisions of this Agreement be determined to be illegal or unenforceable, then such illegal or unenforceable provision shall be |
modified by the proper court or arbitrator to the extent necessary and possible to make such provision enforceable, and such modified provision and all other provisions of this Agreement shall be given effect separately from the provision or portion thereof determined to be illegal or unenforceable and shall not be affected thereby. |
8. | Miscellaneous . This Agreement and the terms of the Offer Letter dated June 1, 2016 is the entire agreement between UMB and Associate concerning the terms of the relocation assistance, and it supersedes any other agreement or statement made to Associate related to relocation assistance. In the event of a conflict between the terms of this Agreement and the Offer Letter, the terms of this Agreement shall take precedence. No provision of this Agreement may be modified, altered or amended unless set forth in writing and signed by the parties. This Agreement may be executed in counterparts, both of which taken together shall constitute one instrument. |
IN WITNESS WHEREOF, each of the parties has duly executed this Agreement as of the day first above written.
UMB Bank N.A./UMB Subsidary | Associate | |||||
Recruiter: Mary Beth Majors | Signature: | |||||
Title: Senior Vice President, Director of Talent Acquisition | Printed Name: |
Executive Relocation Benefits: |
Details of Relocation Benefits: |
|
Home Finding Trips: | 1 trip for 3 nights for family of 4 and 2 additional trips for 2 nights for 2 people. | |
Temporary Living: | Up to 4 months-Fully furnished 1 Bedroom | |
Shipment/Storage of Household Goods: | Pack, Load, Ship, and Unload household goods. Provide storage up to 90 days | |
Relocation Bonus: | $25,000 | |
Final Moving Trip: | Mileage reimbursement for 1 vehicle or one way coach airfare for eligible family members | |
Return Trips Home: | Up to 10 trips during period of temporary housing; mileage reimbursement or coach airfare for one. | |
Home Sale Closing Cost: | Reimbursement for Sellers Real Estate Commissions up to $60,000 |
Exhibit 99.5
News Release
UMB Financial Corporation
1010 Grand Boulevard
Kansas City, MO 64106
For more information please contact:
Kelli Christman, 816.860.5088
Kelli.Christman@umb.com
UMB Financial Corporation Appoints
Tim Murphy to Board of Directors
KANSAS CITY, MO. ( July 26, 2016) UMB Financial Corporation (Nasdaq: UMBF) is pleased to announce the appointment of Tim Murphy to the UMB Financial Corporation Board of Directors.
Murphy has more than 27 years of experience in the trucking industry. He is currently CEO of Murphy-Hoffman Company (MHC), the largest privately owned heavy and medium-duty truck dealer in North America. MHC has 108 locations in 16 states and more than 3,700 employees.
He has vast experience with organizational oversight, having served on numerous supplier councils to the trucking industry and having served two terms as Chairman of the North American Kenworth Dealer Council. He also has a deep understanding of UMB from his time as a board member for UMB Bank n.a., from 1999-2015. In addition, Murphy is a nine-year member of the Board of Trustees at Spring Hill College.
We are excited to welcome Tim to our holding company board following his years of service to our Bank board, said Mariner Kemper, chairman and CEO of UMB Financial Corporation. Tim has successfully run a large, complex, national organization in the trucking industry and we look forward to benefiting from his broad experience.
Murphy graduated from Spring Hill College in Mobile, Ala., with a degree in business administration.
About UMB :
UMB Financial Corporation (Nasdaq: UMBF) is a diversified financial holding company headquartered in Kansas City, Mo., offering complete banking services, payment solutions, asset servicing and institutional investment management to customers. UMB operates banking and wealth management centers throughout Missouri, Illinois, Colorado, Kansas, Oklahoma, Nebraska, Arizona and Texas, as well as two national specialty-lending businesses. Subsidiaries of the holding company include companies that offer services to mutual funds and alternative-investment entities and registered investment advisors that offer equity and fixed income strategies to institutions and individual investors. For more information, visit umb.com , umbfinancial.com , blog.umb.com or follow us on Twitter at @UMBBank, Facebook at facebook.com/UMBBank and LinkedIn at linkedin.com/company/umb-bank.
# # #
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UMB Financial Second Quarter 2016 July 26, 2016 Exhibit 99.6
Cautionary Notice about Forward-Looking Statements This presentation contains, and our other communications may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts—such as our statements about expected cost savings and other results of efficiency initiatives and our statements about asset sensitivity. Forward-looking statements often use words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “outlook,” “forecast,” “target,” “trend,” “plan,” “goal,” or other words of comparable meaning or future-tense or conditional verbs such as “may,” “will,” “should,” “would,” or “could.” Forward-looking statements convey our expectations, intentions, or forecasts about future events, circumstances, results, or aspirations. All forward-looking statements are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond our control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Our actual future objectives, strategies, plans, prospects, performance, condition, or results may differ materially from those set forth in any forward-looking statement. Some of the factors that may cause actual results or other future events, circumstances, or aspirations to differ from those in forward-looking statements are described in our Annual Report on Form 10-K for the year ended December 31, 2015, our subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, or other applicable documents that are filed or furnished with the Securities and Exchange Commission (SEC). Any forward-looking statement made by us or on our behalf speaks only as of the date that it was made. We do not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K, or other applicable document that is filed or furnished with the SEC.
2Q 2016 Performance Highlights
Earnings Summary – 2Q 2016 $ in thousands, except share and per share data; unaudited
Net Operating Income Non-GAAP Reconciliation In this presentation, we provide information about net operating income, operating earnings per share-diluted (operating EPS-diluted), operating return on average equity (operating ROE), operating return on average assets (operating ROA), operating noninterest expense, and operating efficiency ratio, all of which are non-GAAP financial measures. This information supplements the results that are reported according to generally accepted accounting principles (GAAP) and should not be viewed in isolation from, or as a substitute for, GAAP results. The differences between the non-GAAP financial measures and the comparable GAAP financial measures are reconciled in the tables below and on the next slide. The company believes that these non-GAAP financial measures and the reconciliations may be useful to investors because they adjust for fair value adjustments, acquisition-related and severance-related items that management does not believe reflect the company’s fundamental operating performance. Net operating income for the relevant period is defined as GAAP net income, adjusted to reflect the impact of excluding the following: (i) fair value adjustments to contingent consideration for the acquisitions of Prairie Capital Management, LLC (PCM) and Reams Asset Management Company (Reams), (ii) expenses related to the acquisition of Marquette Financial Companies (Marquette), (iii) non-acquisition related severance expenses and (iv) the tax impact of the previous adjustments. The Company believes that the financial impact of excluding non-acquisition related severance expense will be immaterial in the near future. It is excluded from certain non-GAAP financial measures as it has an unusually large impact on the company’s financial statements. Operating EPS (basic and diluted) is calculated as diluted earnings per share as reported, adjusted to reflect, on a per share basis, the impact of excluding the non-GAAP adjustments described in clauses (i)-(iv) above for the relevant period. Operating ROE is calculated as net operating income, divided by the company’s average total shareholders’ equity for the relevant period. Operating ROA is calculated as net operating income, divided by the company’s average assets for the relevant period. (continued on next page)
Operating Noninterest Expense & Efficiency Ratio Non-GAAP Reconciliation Operating noninterest expense for the relevant period is defined as GAAP noninterest expense, adjusted to reflect the pre-tax impact of non-GAAP adjustments described in clauses i-iii on slide 5. Operating efficiency ratio is calculated as the company’s operating noninterest expense, net of amortization of other intangibles, divided by the company’s total revenues (tax equivalent net interest income plus noninterest income) less gains on sales of securities available for sale. Represents fair value adjustments to contingent consideration for the acquisitions of PCM and Reams. Represents expenses related to the acquisition of Marquette. Represents non-acquisition severance expense related to UMB-legacy employees as management excludes severance expense from its internal evaluation of Company performance. Severance expense for Marquette-legacy employees is included in item (ii). Calculated using the Company’s marginal tax rate of 36%. Tax-exempt interest income has been adjusted to a tax equivalent basis. The amount of such adjustment was an addition to net interest income of $7.4 million, $6.9 million and $5.7 million for the three months ended June 30, 2016, March 31, 2016 and June 30, 2015, respectively, and $14.3 million and $11.1 million for the six months ended June 30, 2016 and 2015, respectively.
Consistent Loan Growth End-of-Period Total Loans 2Q’16 Total Loans +13.1% vs. 2Q’15 (1) On May 31, 2015, we closed the acquisition of Marquette and loans with an acquired value of $980.4 million were added to the UMB portfolio. At June 30, 2016, the acquired loans plus production in the legacy Marquette channels totaled $1.0 billion. (1) (1)
Select Balance Sheet Items $ in thousands, average balances; unaudited Three Months Ended
Key Performance Metrics (1) See Slides 5 and 6 for additional disclosures and reconciliations related to these non-GAAP financial measures.
Profitability Metrics NIM/Total Assets Fee Income/Total Assets Expense/Total Assets Revenue/FTE UMBF Peer Median Performance metrics are annualized actual results. Peer medians for Q2 2016 are calculated using reported results, where available, or consensus estimates where results are not yet available. UMBF data based on GAAP financials, adjusted to exclude the impacts of gains on sales of securities and acquisition-related expenses, which is consistent with peer data. Source of peer data: SNL Financial. See "Peer Group Companies" on slide 45 for a list of peers used for comparisons.
Update on Efficiency Initiative (1) 1Q’16: recognized savings of $3.3MM in salaries and benefits and $1.6MM in business process improvements; 2Q’16: recognized savings of $2.6MM in salaries and benefits and $1.5MM in business process improvements. (2) Excludes severance costs. (3) Excludes Marquette-related synergies. (4) Excludes Marquette-related severance expense. The amounts in the 2015 and 2016 columns represent actual savings recognized or expected to be recognized, as applicable, in the applicable year based on the timing of actions taken as part of these efficiency initiatives. The amounts in the annualized column represent the estimated full-year impact of those savings going forward. ($ millions) 2015 Initial Estimate 2016 Initial Estimate 2015 Recognized 2016 YTD (1) Recognized Remaining 2016 Estimate Annualized Salaries and Benefits (2) $5.2 $15.0 $7.7 $5.9 $6.3 $23.4 Business Process Improvements $1.6 $7.6 $1.8 3.1 $3.1 $9.5 Total Cost Savings (3) $6.8 $22.6 $9.5 $9.0 $9.4 $32.9 Severance Expense – not included in efficiency totals: ($ millions) 2015 Initial Estimate 2016 Initial Estimate 2015 Actual 2016 YTD Actual Remaining 2016 Estimate Severance Expense (4) $4.9 $3.1 $4.1 $1.1 $1.9
2Q 2016 Financials
UMB and Marquette Loans $10.1 $9.7 $8.9
Quality Credit Metrics Net Charge-Offs $ in thousands Nonperforming Loans $ in thousands
2nd Quarter 2016 Average Balance, AFS: $6.8 billion Average Yield: 1.90% Investment Mix Securities Available for Sale $6.8 billion at June 30, 2016 High Quality Investment Portfolio Agencies Corporates Municipals Mortgage-Backed Securities Treasuries AFS Portfolio Statistics (2) (1) Roll off includes cash flow from maturities, calls or amortizations of securities and is presented net of sales. (2) Purchased amount is presented net of purchases made related to sales. (1)
Deposit Growth Deposits & Percent of Free Funds Actual EOP Balances; $ in billions 2Q 2016 Cost of Interest-Bearing Liabilities 0.23% Including DDA 0.16% $10.3 $12.2 $11.7 $14.5 $15.6
Balance Sheet – Strong Capital Position Common Equity Tier 1 Ratio vs. Industry 2Q’16 Average Equity ($ in billions) Capital Ratio Trends Industry Median as of 1Q’16; Source: SNL Financial. (1) 2015 & 2016 ratios calculated under Basel III requirements. Total Risk-Based Capital Tier 1 Risk-Based Capital Tier 1 Leverage Common Equity Tier 1 (1) (1)
Year 1 Year 2 Year 1 Year 2 Year 1 Year 2 Asset Sensitivity at June 30, 2016 Projected Net Interest Income Differential vs. Rates Unchanged (1) ($ in millions) (1) This analysis is further described in our Annual Report on Form 10-K for the year ended December 31, 2015, and subsequent Quarterly Reports on Form 10-Q under the heading “Net Interest Income Modeling” and is subject to the assumptions, risks, and uncertainties noted there. Variable Rate Loans at 6/30/16: $5.5 billion, 55% of loan book ~47% of variable loans are tied to Prime for the next quarter ~52% of variable loans are tied to Libor for the next quarter Loan Repricing/Maturity Schedule: 55% in 3Q 2016 65% in the next 12 months
Noninterest Income – 2Q 2016 Noninterest income increased $5.1 million, or 4.4%, compared to 1Q’16, and $1.9 million, or 1.6%, compared to 2Q’15 Compared to 1Q’16: Derivative income increased $1.0MM and fair value adjustments on company-owned life insurance increased $710k in the “other” income line Equity earnings on alternative investments were $978k in 2Q’16, an increase of $1.4MM Compared to 2Q’15: Other income included increases of $2.4MM in bank and company-owned life insurance income and $1.0MM in derivative income Growing money market balances and increased 12b-1 fees drove the $1.3MM improvement in brokerage fees Offsetting these increases was a decrease of $7.6MM in trust and securities processing income, including the following changes: Inst. Inv Mgmt: -$7.0MM Asset Servicing: -$856k Bank: +$232k 2nd Quarter ‘16 Drivers
Bankcard Fees Noninterest Income Composition – 2Q 2016 Trust & Securities Processing Revenue Trust & Securities Processing Composition: Service Charges on Deposit Accounts Trust & Securities Processing Gains on Sales of Securities Other Brokerage Fees Trading & Investment Banking ($ in millions) Insurance Fees & Commissions Source of income: 2Q’16 2Q'15 Institutional Investment Mgmt. $18.7 $25.7 Asset Servicing $22.0 $22.9 Bank (Inst. & Personal Asset Mgmt.) $19.0 $18.8 $59.7 $67.4 Equity Earnings on Alt. Invest
Noninterest Expense – 2Q 2016 2nd Quarter ‘16 Drivers Noninterest expense increased $4.5 million, or 2.5%, compared to 1Q’16, and $13.3 million, or 7.7%, compared to 2Q’15 Acquisition expenses recognized during 2Q’16 totaled $1.0MM, compared to $3.0MM for 1Q’16 and $0.8MM for 2Q’15 Compared to 1Q’16: Marketing and business development expense increased $1.9MM Salaries and employee benefits expense increased $1.7MM, driven by a $1.5MM increase in non-acquisition related severance Compared to 2Q’15: Salaries and employee benefits expense increased $9.3MM and included: $4.7MM in increased Marquette salaries and benefits $2.3MM in increased UMB bonus and commissions related to sales improvements $2.0MM of non-acquisition related severance Technology-related expense in Equipment increased $1.4MM for projects completed and put into production On a non-GAAP basis, operating noninterest expense, which excludes the impact of fair value adjustments on contingent consideration, acquisition expenses and non-acquisition severance expense, was $182.2MM, an increase of $5.1 million, or 2.9%, compared to 1Q’16, and $9.9 million, or 5.7%, compared to 2Q’15. See slide 6 for additional disclosures and a reconciliation of this non-GAAP financial measure.
Business Segment Updates
Bank Highlights Total loans at June 30, 2016 stood at $10.1 billion, an increase of 4.0% on a linked-quarter basis and 13.1% year-over-year Loans acquired and originated through legacy Marquette channels totaled $1.0 billion Average loan yield for 2Q’16 was 3.82% compared to 3.55% in 2Q’15 Private placement bonds, shown as held to maturity securities, increased 9.4% from March 31, 2016 and 97.1% from June 30, 2015 to stand at $880.6 million Total debit and credit card purchase volume was $2.6 billion for 2Q’16, producing interchange income of $21.3 million HSA deposits stood at $1.4 billion, an increase of 31.6% compared to a year ago FDIC sweep balances in Institutional Banking stood at $44.7 billion at June 30, 2016, a year-over-year increase of 34.6%
Bank - Line of Business Detail – 2Q’16 (1) Includes Prairie Capital Management income and expense. Net Interest Income Noninterest Income Noninterest Expense Personal Banking Commercial & Business Banking Institutional Banking Healthcare Services Treasury & Other (1)
Bank - Diverse Sources of Net Income (1) Includes PCM’s income and expense. Personal Banking Commercial & Business Banking Institutional Banking Healthcare Services Treasury & Other (1) Net Income Before Tax 2Q’15 3Q’15 4Q’15 2Q’16 1Q’16 $28.6M $21.9M $32.3M $45.9M $42.3M
Loan Paydowns, Payoffs, and Line Changes (1) On May 31, 2015, we closed the acquisition of Marquette and loans with an acquired value of $980.4 million were added to the UMB portfolio. (1)
Bank – Loan Composition Diverse Loan Book (Actual Loan Balances at June 30) Commercial Credit Card Commercial & Industrial (1) HELOC Residential Real Estate Real Estate Construction Commercial Real Estate Consumer Credit Card Consumer Other $5.3B $6.3B $6.9B $8.9B $10.1B 1.2% 2.4% 3.5% 1.8% 1.7% 1.8% 1.6% 2.1% Factoring Loans Asset-Based Loans (1) Includes leases. 1.1% 0.3% 0.9% 1.1% 0.4% 1.2% 1.4% 1.1% 2.2% 1.0% 1.4%
Bank – Regional Lending (2) Arizona loan balances include $603.9MM legacy UMB loans and $393.6MM legacy Marquette loans. (1) Texas loan balances include $340.7MM legacy UMB loans and $296.2MM legacy Marquette loans. Colorado Kansas City Kansas Greater MO St. Louis Arizona Texas Oklahoma Marquette Transportation Fin (Natl. Sales) Nebraska Marquette Business Credit (Natl. Sales) $145.9 $277.9 $146.1 $189.2 $229.8 $201.8 $340.1 $248.3 $5.3B $6.3B $6.9B $8.9B $10.1B $218.2 $101.3 (1) (2) $88.5 Loans by Region (Actual Loan Balances at June 30, $ in millions) High Growth Regions 2Q’16 vs. 2Q’15 Texas +27.1% Arizona +25.6% Colorado +16.2% $223.1 $219.4 $107.4
Oil & Gas Loans Outstanding – as of June 30, 2016 Service Midstream Upstream Downstream UMB Total Loans $10.1 billion Oil & Gas Loans $351.6 million Reserves on Oil & Gas Portfolio Against outstanding loans of $351.6 million ~2.5% Against classified loans of $56.7 million ~9.0% Portfolio Statistics Total Oil & Gas Line Commitments $519.6 million Unfunded Commitments $289.8 million Total Outstanding $362.2 million (2) Total outstanding includes both lines drawn and term loans. (2) (1) Represents percentage of total UMB loan portfolio. (1)
Net Charge-Off History (1) Commercial includes Commercial & Industrial, Commercial Credit Card, Commercial Real Estate, Real Estate Construction loans, asset- based, and factoring loans. (2) Other includes Consumer, Residential Real Estate, HELOC, and DDA Charge-offs.
Loan Classification Trends
Bank – Total Deposits Diverse Sources of Deposits (Actual Deposits at June 30) $10.3B $11.7B $12.2B $14.5B $15.6B Personal Banking - Consumer Commercial Institutional - IAM Personal Banking - Private Wealth Asset Servicing Healthcare Institutional - IBIS Small Business Other 1.9% 1.3% 3.8% 0.1% 0.1%
$8.8B $10.2B $11.6B $12.8B $12.7B $1.2B $1.2B $1.4B $1.6B $1.7B Home Equity Lines of Credit $ in millions Assets Under Management $ in millions Personal Banking (1) (1) Includes $697.3 million acquired from Marquette.
Institutional Banking FDIC Sweep Program $ in billions 5-year CAGR 31.7%
Healthcare Services Healthcare Deposits and Assets $ in millions $430.5 $642.4 $917.5 $1,292.4 $1,573.5 Healthcare provided 9.1% of Total Company Deposits in 2Q’16 Investment assets as a 2012 2013 2014 2015 2Q’16 % of total healthcare deposits & assets 7.2% 7.4% 8.3% 9.2% 9.8%
We offer a modular and configurable platform of applications and services that deliver the underlying core banking functionality to our healthcare partners. Broker/Employer TPAs Health Plans Tech Cos Payment Aggregators Healthcare Partners HSA Applications SSO Web Services Contributions Enrollment BIN Sponsor HCS Saver Partner Portal Core Banking Systems Multi-Channel Healthcare Strategy
Card Purchase Volumes Purchase Volume & Interchange Revenue Commercial Credit Consumer Credit Consumer Debit Healthcare Debit Institutional Banking – IBIS Debit Interchange ($ in millions) $2.6B $1.5B $1.7B $2.2B $2.3B 1.3% 1.1% 1.6% 1.4% 1.3%
Institutional Investment Management Scout assets under management stood at $28.1 billion on June 30, 2016, an increase of $781 million from March 31, 2016 Asset mix = 82% fixed income / 18% equity Net flows for 2Q’16 were +$469.7 million in fixed income assets and -$492.7 million in equity assets, for total net outflows of -$22.9 million 2nd Quarter Statistics
Total AUM $28.1B $23.5B $31.2B Institutional Investment Management $31.2B $27.2B Billions
AUM Drivers $ in millions ($830.9) ($2,027.5) Total Change ($millions) $27,181.3 $28,012.2 Total AUM ($millions) Institutional Investment Management ($567.7) $30,039.7 $109.9 $27,291.2 $781.1 $28,072.3 2Q’16 1Q’16 4Q’15 3Q’15 2Q’15
AUM by Strategy – As of June 30, 2016 Equity Fixed Income Equity Strategies International MidCap International ADR Emerging Markets Global Small Cap Other: Equity Opportunity Fixed Income Strategies Core Plus Low Duration Long Duration Core Real Return Unconstrained Intermediate Other: Global Aggregate Unconstrained UCITS
Asset Servicing Assets Under Administration $ in billions Investment Management Series Trusts continue to grow, with 86 active funds and $16.0 billion in assets at June 30, 2016, up from 83 funds and $13.1 billion in assets at March 31, 2016 Launched new distribution toolkit for asset managers in June 2016 to provide assistance in building and growing distribution strategies Added 63 net new funds serviced over the past 12 months in the alternative servicing, fund accounting and administration and transfer agent products 2nd Quarter Statistics
Asset Servicing Fund Accounting & Administration Alternative Asset Servicing Custody Transfer Agency
Appendix
Peer Group Companies Company Ticker BOK Financial Corporation BOKF Boston Private Financial BPFH CoBiz Financial Inc. COBZ Commerce Bancshares, Inc. CBSH Cullen/Frost Bankers, Inc. CFR First Midwest Bancorp, Inc. FMBI FirstMerit Corporation* FMER Old National Bancorp ONB Prosperity Bancshares PB Signature Bank NY SBNY SVB Financial SIVB Texas Capital Bancshares TCBI Webster Financial Corporation WBS Trustmark Corporation TRMK *FMER to be acquired by Huntington; expected close 3Q'16
Market Capture – UMB vs. Peers vs. Indices Source: Thomson Reuters
Overall Market Capture Overall Capture Ratio & Total Return 07/01/06 – 6/30/16 Source: Thomson Reuters
UMB Financial Second Quarter 2016