We have
audited the accompanying statement of net assets available for benefits of UMB Profit Sharing and 401(k) Savings Plan (the Plan) as of December 31, 2016 and 2015, and the related statement of changes in net assets available for benefits for the
years then ended. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plans internal control over financial reporting. Accordingly, we express no such opinion. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements
referred to above present fairly, in all material respects, the net assets available for benefits of UMB Profit Sharing and 401(k) Savings Plan as of December 31, 2016 and 2015, and the changes in net assets available for benefits for the years
then ended, in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of
forming an opinion on the financial statements taken as a whole. The supplemental schedules of assets (held at end of year) as of December 31, 2016 and delinquent participant contributions for the year ended December 31, 2016 have been
subjected to audit procedures performed in conjunction with the audit of the Plans financial statements. The supplemental schedules are presented for the purpose of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules are the responsibility
of the Plans management. Our audit procedures included determining whether the supplemental schedules reconcile to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the
completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are presented in
conformity with the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedules are fairly stated in all material respects in
relation to the financial statements taken as a whole.
NOTES TO FINANCIAL STATEMENTS
December 31, 2016 and 2015
1.
|
Description of the Plan
|
The following description of the UMB Profit Sharing and 401(k)
Savings Plan (the Plan) provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plans provisions.
General
The Plan is a
defined contribution profit sharing plan covering substantially all employees of UMB Financial Corporation and affiliates (collectively, the Company or UMB) and provides for retirement, disability and death benefits. It is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.
Eligibility and Participation
Employees are eligible to make elective deferral contributions and receive the Company matching contribution upon the first of the month
following one month of employment. The Plan provides that employees with one year of service become eligible to participate in the profit sharing portion of the Plan. Employees are eligible to receive the Company profit sharing contribution on the
earlier of the first day of the Plan year or the first day of the seventh month of the Plan year after satisfying eligibility requirements. With limited exceptions, participants must be actively employed on the last day of the Plan year to share in
the Company matching contributions and any profit sharing contributions.
Contributions
Each year, participants may contribute up to 50 percent of their annual compensation as defined in the Plan Agreement. In addition, all
employees who are eligible to make elective deferral contributions under the Plan and have attained age 50 shall be eligible to make catch-up contributions in accordance with the Plan Agreement. Participants may also contribute amounts representing
distributions from other qualified defined benefit or defined contribution plans.
All employees of UMB hired on or after January 1,
2008 who are otherwise eligible for the Plan, are subject to an automatic election, under which the Company will withhold 3 percent of compensation from the new employees paycheck each payroll period. That amount is contributed to
the Plan as an elective deferral contribution, unless these employees complete a salary deferral agreement electing a different percentage. The automatic election is withheld from the paycheck following the employees completion of eligibility
for the Plan, which is the first of the month following completion of one month of service. The automatic salary deferral will be invested in the Vanguard Balanced Index Fund unless otherwise directed by the employee. The employee may modify the
automatic election at any time to elect an alternative deferral amount or elect not to defer into the Plan.
The Company will determine
each year the amount, if any, that will be contributed to the Plan. The Plan allows for matching contributions and profit sharing contributions by the Company to be determined annually by the Board of Directors of the Company at its discretion.
Company matching contributions amounted to $6,726,280 and $6,408,298 in 2016 and 2015, respectively. In 2017, the Company made total profit sharing contributions of $1,500,000 related to the 2016 plan year. In 2016, the Company made total profit
sharing contributions of $1,500,000 related to the 2015 plan year. Company profit sharing contributions, as determined above, are divided between the Plan and The ESOP of UMB (the ESOP), at the discretion of the Board of Directors of the Company. In
2016 and 2015, total profit sharing contributions were allocated equally between the Plan and the ESOP. Profit sharing contributions to the Plan amounted to $750,000 for both 2016 and 2015.
Contributions are subject to certain Internal Revenue Code (IRC) limitations.
UMB PROFIT SHARING AND 401(k) SAVINGS PLAN
Notes To Financial Statements
(Continued)
Participant Accounts
A separate account is maintained for each participant in the Plan. Each participants account is credited with the participants
contributions and allocations of (1) the Companys contributions, (2) forfeitures of terminated participants nonvested accounts, and (3) Plan earnings, and charged with an allocation of Plan losses and administrative
expenses. Allocations are based on participant earnings, participant elective deferrals or account balances, as defined and subject to certain limits. The benefit to which a participant is entitled is the benefit that can be provided from the
participants vested account. Qualified participants are able to transfer a portion of their account balances from the ESOP to the Plan.
Notes Receivable from Participants
Participants may borrow from their accounts a minimum of $500 up to a maximum equal to the lesser of $50,000 or 50 percent of their vested
account balance. The loans are secured by the balance in the participants account. Additionally, all loans are made for a period not to exceed five years unless proceeds of such loan are exclusively used for the acquisition of a dwelling unit
to be used as the principal residence of the participant. Interest rates for residential loans are BMO Harris Bank NAs 15-year mortgage rate. Interest rates for all other loans are the greater of BMO Harris Bank NAs prime rate or BMO
Harris Bank NAs five-year CD rate plus 2 percent. Principal and interest is paid ratably through payroll deductions. The loans bear interest ranging from 2.75 percent to 9.00 percent, with maturity dates through May 2036.
Vesting and Forfeitures
Participants are vested immediately in their contributions and the Company matching contribution plus actual earnings thereon. For profit
sharing contributions participants are 50 percent vested after two years of service and 100 percent vested after three years of service.
The Plan Sponsor, at its discretion, determines how forfeited nonvested accounts will be used. Forfeited nonvested accounts are reallocated to
participant accounts as a discretionary profit sharing contribution at the end of the Plan year in which the forfeiture occurs.
Benefits
The account
balance, to the extent it is vested, will be paid upon request to participants who have become disabled, retired or otherwise left the Company. Employees are not allowed to withdraw any portion of the Company contributions prior to age 59
1
⁄
2
; however, subject to the Plans restrictions, participants may withdraw all or a portion of their account balances from certain sources while remaining
employed.
The Plan also provides that when a participant terminates their employment and the participants interest in the Plan,
excluding amounts attributable to any rollovers, does not exceed $5,000, a lump sum distribution will be made to the participant, if the participant does not make a distribution election. If the deferred vested account balance is less than $1,000,
the balance will be distributed to the participant in cash. If the deferred vested account balance is between $1,000 and $5,000, the participants balance will be rolled over to a BMO Harris Bank NA money market IRA.
Participant Hardship Withdrawals
A participant may withdraw all or a portion of their contributions subject to hardship withdrawal provisions.
Page 5
UMB PROFIT SHARING AND 401(k) SAVINGS PLAN
Notes To Financial Statements
(Continued)
2.
|
Summary of Significant Accounting Policies
|
Basis of Accounting and Use of Estimates
The financial statements of the Plan are prepared using the accrual method of accounting. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to make estimates that affect the financial statements and accompanying notes. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate,
credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could
materially affect participants account balances and the amounts reported in the financial statements.
Valuation of Investments
The Plans investments are stated at fair value. Securities traded in public markets are valued at their quoted market prices.
Participants do not have beneficial ownership in specific underlying securities or other assets in the various funds, but have an interest therein represented by units valued as of the last business day of the period. The various funds earn
dividends and interest which are automatically reinvested in additional units. Generally, contributions to and withdrawal payments from each fund are converted to units by dividing the amounts of such transactions by the unit values as last
determined, and the participants accounts are charged or credited with the number of units properly attributable to each participant.
Recognition of Investment Income
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date. Net appreciation or depreciation includes the Plans gains and losses on investments bought and sold, as well as held during the year.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is
recorded on the accrual basis. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2016 or 2015. If a participant ceases to make loan
repayments and the Plan Administrator deems the participant loan to be in default, the participant loan balance is reduced and a benefit payment is recorded.
Payment of Benefits
Benefit payments to participants are recorded when paid.
Costs and Expenses
Fees
related to certain terminated participant accounts, administration of notes receivable from participants and distributions are charged directly to the participants account and are included in administrative expenses. Investment related
expenses are included in investment income. All other expenses are paid by the Company.
3.
|
UMB Retirement Master Trust
|
The assets of the Plan and the ESOP are combined into the
UMB Retirement Master Trust (the Master Trust), a master trust established by the Company and administered by BMO Harris Bank NA (the Trustee). Use of the Master Trust permits the commingling of Plan assets with the assets of the ESOP for investment
and administrative purposes. At December 31, 2016 and 2015, the Plans assets relate to its share of the allocated net assets of the Master Trust. Although assets of both plans are
Page 6
UMB PROFIT SHARING AND 401(k) SAVINGS PLAN
Notes To Financial Statements
(Continued)
commingled in the Master Trust, the Trustee maintains supporting records for the purpose of allocating investment income to the participating plans. The net investment income of the investment
assets is allocated by the Trustee to each participating plan on a basis proportionate to the Plans share of net assets. All other activity is recorded in the Plan based on the elections of the individual participants in the Plan. At
December 31, 2016 and 2015, the Plans interest in the net assets of the Master Trust was approximately 77 and 82 percent, respectively.
The following table presents the net assets of the Master Trust at December 31, 2016 and 2015:
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
|
2015
|
|
Investments, at fair value:
|
|
|
|
|
|
|
|
|
Mutual funds
|
|
$
|
281,805,104
|
|
|
$
|
256,697,707
|
|
UMB Company Stock Fund
|
|
|
105,552,249
|
|
|
|
71,118,239
|
|
Money market funds
|
|
|
18,669,289
|
|
|
|
14,612,663
|
|
|
|
|
|
|
|
|
|
|
Total Investments
|
|
|
406,026,642
|
|
|
|
342,428,609
|
|
|
|
|
|
|
|
|
|
|
Receivables:
|
|
|
|
|
|
|
|
|
Other
|
|
|
100,174
|
|
|
|
107,327
|
|
|
|
|
|
|
|
|
|
|
Net Assets
|
|
$
|
406,126,816
|
|
|
$
|
342,535,936
|
|
|
|
|
|
|
|
|
|
|
Income of the Master Trust includes net appreciation and depreciation in the fair value of investments and
dividend and interest income. Net appreciation and depreciation in the fair value of its investments consists of the realized gains or losses and the unrealized appreciation or depreciation of those investments.
The following are changes in net assets for the Master Trust for the years ended December 31, 2016 and 2015:
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
|
2015
|
|
Total transfers in
|
|
$
|
28,276,837
|
|
|
$
|
32,608,666
|
|
Total transfers out
|
|
|
(34,686,524
|
)
|
|
|
(28,520,851
|
)
|
|
|
|
|
|
|
|
|
|
Net transfers
|
|
|
(6,409,687
|
)
|
|
|
4,087,815
|
|
Dividend and interest income
|
|
|
10,389,157
|
|
|
|
17,961,763
|
|
Net appreciation (depreciation) in fair value of investments
|
|
|
59,728,790
|
|
|
|
(31,124,543
|
)
|
Administrative fees
|
|
|
(117,380
|
)
|
|
|
(43,454
|
)
|
Increase (decrease) in net assets
|
|
|
63,590,880
|
|
|
|
(9,118,419
|
)
|
Net assets :
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
342,535,936
|
|
|
|
351,654,355
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
$
|
406,126,816
|
|
|
$
|
342,535,936
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
The Master Trust utilizes an established framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes
the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted
Page 7
UMB PROFIT SHARING AND 401(k) SAVINGS PLAN
Notes To Financial Statements
(Continued)
quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair
value hierarchy are described below:
|
|
|
Level 1
|
|
Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Master Trust has the ability to access.
|
|
|
Level 2
|
|
Inputs to the valuation methodology include:
|
|
|
|
|
Quoted prices for similar assets or liabilities in active
markets;
|
|
|
|
|
Quoted prices for identical or similar assets or liabilities in
inactive markets;
|
|
|
|
|
Inputs other than quoted prices that are observable for the asset
or liability;
|
|
|
|
|
Inputs that are derived principally from or corroborated by
observable market data by correlation or other means.
|
|
|
|
|
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
|
|
|
Level 3
|
|
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
|
The assets or liabilitys fair value measurement level within the fair value hierarchy is based on
the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the
methodologies used at December 31, 2016 or 2015.
Mutual Funds and Money Market Funds
Mutual funds and money market funds are valued at NAV based on the closing price reported on the active market on which the individual
securities are traded.
UMB Company Stock Fund
The UMB Company Stock Fund is valued at the NAV of shares held by the Master Trust at year end, which is used as a practical expedient to
estimate fair value. The NAV is determined by dividing the net asset of the UMB Company Stock Fund by the number of units outstanding on the day of valuation. The UMB Company Stock Fund is comprised of assets that are traded on an active market and
cash equivalents.
The following table sets forth by level, within the fair value hierarchy, the Master Trusts assets measured at fair value on a
recurring basis as of December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Mutual funds
|
|
$
|
281,805,104
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
281,805,104
|
|
Money market funds
|
|
|
18,669,289
|
|
|
|
|
|
|
|
|
|
|
|
18,669,289
|
|
UMB Company Stock Fund
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
105,552,249
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value
|
|
$
|
300,474,393
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
406,026,642
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 8
UMB PROFIT SHARING AND 401(k) SAVINGS PLAN
Notes To Financial Statements
(Continued)
The following table sets forth by level, within the fair value hierarchy, the Master Trusts assets
measured at fair value on a recurring basis as of December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Mutual funds
|
|
$
|
256,697,707
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
256,697,707
|
|
Money market funds
|
|
|
14,612,663
|
|
|
|
|
|
|
|
|
|
|
|
14,612,663
|
|
UMB Company Stock Fund
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71,118,239
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value
|
|
$
|
271,310,370
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
342,428,609
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table
are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of net assets available for benefits.
|
Although it has not expressed any intention to do so, the Board of
Directors of UMB has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event that the Plan is terminated, participants become 100 percent vested in
their accounts and the Plan provides that its net assets be used to pay all expenses and benefits due and will distribute the remaining assets among the Plan participants based upon their account balance.
The Company has adopted a non-standardized volume submitter plan. The
prototype plan obtained its latest opinion letter dated January 27, 2015, in which the IRS stated that the prototype plan, as designed, was in compliance with applicable requirements of the Internal Revenue Code (Code). The Plan itself has not
received a determination letter. Therefore, no provision for income taxes has been included in the Plans financial statements. The Plans federal tax returns for tax years 2013 and later remain subject to examination by taxing
authorities.
6.
|
Related Party and Party-In-Interest Transactions
|
At December 31, 2016 and 2015,
included in the Plans share of net assets of the Master Trust, via the UMB Company Stock Fund, are 173,599 and 217,516 shares, respectively, of UMBs common stock at a fair value of $13,292,259 and $10,061,182, respectively. All of the
above transactions are exempt party-in-interest transactions under ERISA.
7.
|
Transfers from The ESOP of UMB
|
The ESOP allows participants to diversify their
investment in Company stock by transferring a portion of their investment in Company stock from the ESOP into other investment options offered by the Plan.
Page 9
The above information is required for disclosure for
Form 5500, Schedule H, Part IV, line 4i.
The above information is required for disclosure for Form 5500, Schedule H, Part IV, line 4a.