10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended: December 31, 2017

OR

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

For the transition period from  to  

Commission file number: 000-04887

UMB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Missouri	43-0903811
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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

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

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

Title of each class	Name of each exchange on which registered
Common Stock, $1.00 Par Value	The NASDAQ Global Select Market

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ☒  Yes    ☐  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  ☐  Yes    ☒  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  ☒  Yes    ☐  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  ☒  Yes    ☐  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐  (Do not check if a smaller reporting company)	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  ☐  Yes    ☒  No

As of June 30, 2017, the aggregate market value of common stock outstanding held by nonaffiliates of the registrant was approximately $3,379,666,840 based on the closing price of the registrant’s common stock on the NASDAQ Global Select Market on that date.

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

Class	Outstanding at February 15, 2018
Common Stock, $1.00 Par Value	50,048,342

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company's Definitive Proxy Statement on Schedule 14A (“Proxy Statement”) to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held on April 24, 2018, are incorporated by reference into Part III of this Annual Report on Form 10-K.

INDEX

PART I	3
ITEM 1. BUSINESS	3
ITEM 1A. RISK FACTORS	10
ITEM 1B. UNRESOLVED STAFF COMMENTS	17
ITEM 2. PROPERTIES	17
ITEM 3. LEGAL PROCEEDINGS	17
ITEM 4. MINE SAFETY DISCLOSURES	17
PART II	18
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	18
ITEM 6. SELECTED FINANCIAL DATA	19
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	46
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	54
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	107
ITEM 9A. CONTROLS AND PROCEDURES	107
ITEM 9B. OTHER INFORMATION	110
PART III	110
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	110
ITEM 11. EXECUTIVE COMPENSATION	110
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	110
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	111
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	111
PART IV	112
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	112
ITEM 16. FORM 10-K SUMMARY	113
SIGNATURES	114
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT	122
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT	123
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002	124
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002	125

PART I

ITEM 1. BUSINESS

General

UMB Financial Corporation (together with its consolidated subsidiaries, unless the context requires otherwise, the Company) is a financial holding company that is headquartered in Kansas City, Missouri. The Company provides banking services and asset servicing to its customers in the United States and around the globe.

The Company was organized as a corporation under Missouri law in 1967 and is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the BHCA) and a financial holding company under the Gramm-Leach-Bliley Act of 1999, as amended (the GLBA). The Company currently owns all of the outstanding stock of one national bank and several nonbank subsidiaries.

The Company’s national bank, UMB Bank, National Association (the Bank), has its principal office in Missouri and also has branches in Arizona, Colorado, Illinois, Kansas, Nebraska, Oklahoma, and Texas. The Bank offers a full complement of banking products and other services to commercial, retail, government, and correspondent-bank customers, including a wide range of asset-management, trust, bank-card, and cash-management services.

The Company also owns UMB Fund Services, Inc. (UMBFS), which is a significant nonbank subsidiary and is located in Milwaukee, Wisconsin, Chadds Ford, Pennsylvania, and Ogden, Utah. UMBFS provides fund accounting, transfer agency, and other services to mutual fund and alternative-investment groups.

Until November 17, 2017, the Company also owned Scout Investments, Inc. (Scout), which is an institutional asset-management company that offered domestic and international equity strategies through its Scout Asset Management Division and fixed income strategies through its Reams Asset Management division. On November 17, 2017, the Company closed on the sale of Scout to Carillon Tower Advisers, Inc., a Florida corporation, for a purchase price of approximately $172.5million, after giving effect to customary purchase price adjustments.

On a full-time equivalent basis at December 31, 2017, the Company and its subsidiaries employed 3,570 persons.

Business Segments

The Company’s products and services are grouped into two segments: Bank and Asset Servicing.

These segments and their financial results are described in detail in (i) the section of Management’s Discussion and Analysis of Financial Condition and Results of Operations entitled Business Segments, which can be found in Part II, Item 7, pages 32 through 33, of this report and (ii) Note 12, “Business Segment Reporting,” in the Notes to the Consolidated Financial Statements, which can be found in Part II, Item 8, pages 87 through 89 of this report.

Competition

The Company faces intense competition in each of its business segments and in all of the markets and geographic regions that the Company serves. Competition comes from both traditional and non-traditional financial-services providers, including banks, savings associations, finance companies, investment advisors, asset managers, mutual funds, private-equity firms, hedge funds, brokerage firms, mortgage-banking companies, credit-card companies, insurance companies, trust companies, securities processing companies, and credit unions.  Recently, financial-technology (fintech) companies have been partnering more often with financial-services providers to compete with the Company for lending, payments, and other business.Many competitors may not be subject to the same kind or degree of supervision and regulation as the Company.

Competition is based on a number of factors.  Banking customers are generally influenced by convenience, rates and pricing, personal experience, quality and availability of products and other services, lending limits, transaction execution, and reputation. Investment advisory services compete primarily on returns, expenses, third-party ratings, and the reputation and performance of managers.  Asset servicing competes primarily on price, quality of services, and reputation.The Company and its competitors are all impacted by the overall economy and health of

3

the financial markets.  The degree of impact will vary based on the basis of risk of each competitor and their approach to managing them.

Successfully competing in the Company’s chosen markets and regions also depends on the Company’s ability to attract, retain, and motivate talented employees, to invest in technology and infrastructure, and to innovate, all the while effectively managing its expenses.  The Company expects that competition will likely intensify in the future.

Government Monetary and Fiscal Policies

In addition to the impact of general economic conditions, the Company’s business, results of operations, financial condition, capital, liquidity, and prospects are significantly affected by government monetary and fiscal policies that are announced or implemented in the United States and abroad.

A sizeable influence is exerted, in particular, by the policies of the Board of Governors of the Federal Reserve System (the FRB), which influences monetary and credit conditions in the economy in pursuit of maximum employment, stable prices, and moderate long-term interest rates. Among the FRB’s policy tools are (1) open market operations (that is, purchases or sales of securities in the open market to adjust the supply of reserve balances in order to achieve targeted federal funds rates or to put pressure on longer-term interest rates in order to achieve more desirable levels of economic activity and job creation), (2) the discount rate charged on loans by the Federal Reserve Banks, (3) the level of reserves required to be held by depository institutions against specified deposit liabilities, (4) the interest paid or charged on balances maintained with the Federal Reserve Banks by depository institutions, including balances used to satisfy their reserve requirements, and (5) other deposit and loan facilities.

The FRB and its policies have a substantial impact on the availability and demand for loans and deposits, the rates and other aspects of pricing for loans and deposits, and the conditions in equity, fixed income, currency, and other markets in which the Company operates.  Policies announced or implemented by other central banks around the world have a meaningful effect as well and sometimes may be coordinated with those of the FRB.

Tax and other fiscal policies, moreover, impact not only general economic conditions but also give rise to incentives or disincentives that affect how the Company and its customers prioritize objectives, operate businesses, and deploy resources.

Regulation and Supervision

The Company is subject to regulatory frameworks in the United States at federal, State, and local levels. In addition, the Company is subject to the direct supervision of various government authorities charged with overseeing the kinds of financial activities conducted by its business segments.

This section summarizes some pertinent provisions of the principal laws and regulations that apply to the Company. The descriptions, however, are not complete and are qualified in their entirety by the full text and judicial or administrative interpretations of those laws and regulations and other laws and regulations that affect the Company.

Overview

The Company is a bank holding company under the BHCA and a financial holding company under the GLBA. As a result, the Company—including all of its businesses and operations in the United States and abroad—is subject to the regulation, supervision, and examination of the FRB and to restrictions on permissible activities. This scheme of regulation, supervision, and examination is intended primarily for the protection and benefit of depositors and other customers of the Bank, the Deposit Insurance Fund (the DIF) of the Federal Deposit Insurance Corporation (the FDIC), the banking and financial systems as a whole, and the broader economy, not for the protection or benefit of the Company’s shareholders or its non-deposit creditors.

Many of the Company’s subsidiaries are also subject to separate or related forms of regulation, supervision, and examination, including: (1) the Bank by the Office of the Comptroller of the Currency (the OCC) under the National Banking Acts, the FDIC under the Federal Deposit Insurance Act (the FDIA), and the Consumer Financial Protection Bureau (the CFPB) under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act); (2) UMBFS, UMB Distribution Services, LLC, UMB Financial Services, Inc., and Prairie Capital Management, LLC by the Securities and Exchange Commission (the SEC) and State regulatory authorities under

4

federal and State securities laws, and UMB Distribution Services, LLC and UMB Financial Services, Inc. by the Financial Industry Regulatory Authority (FINRA); and (3) UMB Insurance, Inc. by State regulatory authorities under applicable State insurance laws. These schemes, like those overseen by the FRB, are designed to protect public or private interests that often are not aligned with those of the Company’s shareholders or non-deposit creditors.

The FRB possesses extensive authorities and powers to regulate the conduct of the Company’s businesses and operations. If the FRB were to take the position that the Company or any of its subsidiaries have violated any law or commitment or engaged in any unsafe or unsound practice, formal or informal corrective or enforcement actions could be taken by the FRB against the Company, its subsidiaries, and institution-affiliated parties (such as directors, officers, and agents). These enforcement actions could include an imposition of civil monetary penalties and could directly affect not only the Company, its subsidiaries, and institution-affiliated parties but also the Company’s counterparties, shareholders, and creditors and its commitments, arrangements, or other dealings with them. The OCC has similarly expansive authorities and powers over the Bank and its subsidiaries, as does the CFPB over matters involving consumer financial laws. The SEC, FINRA, and other domestic or foreign government authorities also have an array of means at their disposal to regulate and enforce matters within their jurisdiction that could impact the Company’s businesses and operations.

Restrictions on Permissible Activities and Corporate Matters

Bank holding companies and their subsidiaries, under the BHCA, are generally limited to the business of banking and to closely-related activities that are incidental to banking.

As a bank holding company that has elected to become a financial holding company under the GLBA, the Company is also able—directly or indirectly through its subsidiaries—to engage in activities that are financial in nature, that are incidental to a financial activity, or that are complementary to a financial activity and do not pose a substantial risk to the safety or soundness of depository institutions or the financial system generally. Activities that are financial in nature include: (1) underwriting, dealing in, or making a market in securities, (2) providing financial, investment, or economic advisory services, (3) underwriting insurance, and (4) merchant banking.

The Company’s ability to directly or indirectly engage in these banking and financial activities, however, is subject to conditions and other limits imposed by law or the FRB and, in some cases, requires the approval of the FRB or other government authorities. These conditions or other limits may arise due to the particular type of activity or, in other cases, may apply to the Company’s business more generally. An example of the former is the substantial restrictions on the timing, amount, form, substance, interconnectedness, and management of the Company’s merchant banking investments. An example of the latter is a condition that, in order for the Company to engage in broader financial activities, its depository institutions must remain “well capitalized” and “well managed” under applicable banking laws and must receive at least a “satisfactory” rating under the Community Reinvestment Act (CRA).  

Under amendments to the BHCA promulgated by the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 and the Dodd-Frank Act, the Company may acquire banks outside of its home State of Missouri, subject to specified limits and may establish new branches in other States to the same extent as banks chartered in those States. Under the BHCA, however, the Company must procure the prior approval of the FRB and possibly other government authorities to directly or indirectly acquire ownership or control of five percent or more of any class of voting securities of, or substantially all of the assets of, an unaffiliated bank, savings association, or bank holding company. In deciding whether to approve any acquisition or branch, the FRB, the OCC, and other government authorities will consider public or private interests that may not be aligned with those of the Company’s shareholders or non-deposit creditors. The FRB also has the power to require the Company to divest any depository institution that cannot maintain its “well capitalized” or “well managed” status.

The FRB maintains a targeted policy that requires a bank holding company to inform and consult with the staff of the FRB sufficiently in advance of (1) declaring and paying a dividend that could raise safety and soundness concerns (for example, a dividend that exceeds earnings in the period for which the dividend is being paid), (2) redeeming or repurchasing regulatory capital instruments when the holding company is experiencing financial weaknesses, or (3) redeeming or repurchasing common stock or perpetual preferred stock that would result in a net reduction as of the end of the quarter in the amount of those equity instruments outstanding compared with the beginning of the quarter in which the redemption or repurchase occurred.

5

Requirements Affecting the Relationships among the Company, Its Subsidiaries, and Other Affiliates

The Company is a legal entity separate and distinct from the Bank, UMBFS, and its other subsidiaries but receives the vast majority of its revenue in the form of dividends from those subsidiaries. Without the approval of the OCC, however, dividends payable by the Bank in any calendar year may not exceed the lesser of (1) the current year’s net income combined with the retained net income of the two preceding years and (2) undivided profits. In addition, under the Basel III capital-adequacy standards described below under the heading “Capital-Adequacy Standards,” the Bank is currently required to maintain a capital conservation buffer in excess of its minimum risk-based capital ratios and will be restricted in declaring and paying dividends whenever the buffer is breached. The authorities and powers of the FRB, the OCC, and other government authorities to prevent any unsafe or unsound practice also could be employed to further limit the dividends that the Bank or the Company’s other subsidiaries may declare and pay to the Company.  

The Dodd-Frank Act requires a bank holding company like the Company to serve as a source of financial strength for its depository-institution subsidiaries and to commit resources to support those subsidiaries in circumstances when the Company might not otherwise elect to do so. The functional regulator of any nonbank subsidiary of the Company, however, may prevent that subsidiary from directly or indirectly contributing its financial support, and if that were to preclude the Company from serving as an adequate source of financial strength, the FRB may instead require the divestiture of depository-institution subsidiaries and impose operating restrictions pending such a divestiture.

A number of laws, principally Sections 23A and 23B of the Federal Reserve Act, and the FRB’s Regulation W, also exist to prevent the Company and its nonbank subsidiaries from taking improper advantage of the benefits afforded to the Bank as a depository institution, including its access to federal deposit insurance and the discount window. These laws generally require the Bank and its subsidiaries to deal with the Company and its nonbank subsidiaries only on market terms and, in addition, impose restrictions on the Bank and its subsidiaries in directly or indirectly extending credit to or engaging in other covered transactions with the Company or its nonbank subsidiaries. The Dodd-Frank Act extended the restrictions to derivatives and securities lending transactions and expanded the restrictions for transactions involving hedge funds or private-equity funds that are owned or sponsored by the Company or its nonbank subsidiaries.

In addition, under the Volcker Rule, the Company is subject to extensive limits on proprietary trading and on owning or sponsoring hedge funds and private-equity funds. The limits on proprietary trading are largely directed toward purchases or sales of financial instruments by a banking entity as principal primarily for the purpose of short-term resale, a benefit from actual or expected short-term price movements, or the realization of short-term arbitrage profits. The limits on owning or sponsoring hedge funds and private-equity funds are designed to ensure that banking entities generally maintain only small positions in managed or advised funds and are not exposed to significant losses arising directly or indirectly from them. The Volcker Rule also provides for increased capital charges, quantitative limits, rigorous compliance programs, and other restrictions on permitted proprietary trading and fund activities, including a prohibition on transactions with a covered fund that would constitute a covered transaction under Sections 23A and 23B of the Federal Reserve Act.

Additional Requirements under the Dodd-Frank Act

On an annual basis, the Company and the Bank are required under the Dodd-Frank Act to conduct forward-looking, company-run stress tests as an aid to ensuring that each entity would have sufficient capital to absorb losses and support operations during adverse economic conditions. Summaries of stress-test results for the Company and the Bank are expected to be disclosed each year in the fall.

Several additional requirements under the Dodd-Frank Act and related regulations apply by their terms only to bank holding companies with consolidated assets of $50 billion or more and systemically important nonbank financial companies. These requirements include enhanced prudential standards, submission to the comprehensive capital analysis and review, more stringent capital and liquidity requirements, stricter limits on leverage, early remediation requirements, resolution planning, single-counterparty exposure limits, increased liabilities for assessments to the FRB and the FDIC, and mandates imposed by the Financial Stability Oversight Council. While the Company and its subsidiaries are not expressly subject to these requirements, their imposition on global and super-regional institutions has resulted in heightened supervision of regional institutions like the Company by the FRB, the OCC, and other government authorities and in a more aggressive use of their extensive authorities and powers to regulate the Company’s businesses and operations.

6

Capital-Adequacy Standards

The FRB and the OCC have adopted risk-based capital and leverage guidelines that require the capital-to-assets ratios of bank holding companies and national banks, respectively, to meet specified minimum standards.

The risk-based capital ratios are based on a banking organization’s risk-weighted asset amounts (RWAs), which are generally determined under the standardized approach applicable to the Company and the Bank by (1) assigning on-balance-sheet exposures to broad risk-weight categories according to the counterparty or, if relevant, the guarantor or collateral (with higher risk weights assigned to categories of exposures perceived as representing greater risk) and (2) multiplying off-balance-sheet exposures by specified credit conversion factors to calculate credit equivalent amounts and assigning those credit equivalent amounts to the relevant risk-weight categories. The leverage ratio, in contrast, is based on an institution’s average on-balance-sheet exposures alone.

In July 2013, the FRB and the OCC issued comprehensive revisions to the capital-adequacy standards, commonly known as Basel III, to which the Company and the Bank began transitioning on January 1, 2015, with full compliance required by January 1, 2019. Basel III bolsters the quantity and quality of capital required under the capital-adequacy guidelines, in part, by (1) imposing a minimum common-equity tier 1 risk-based capital ratio of 4.5%, (2) raising the minimum tier 1 risk-based capital ratio to 6.0%, (3) establishing a capital conservation buffer of common-equity tier 1 capital to RWAs of 2.5%, (4) amending the definition of qualifying capital to be more conservative, and (5) limiting capital distributions and specified discretionary bonus payments whenever the capital conservation buffer is breached.  Basel III also enhances the risk sensitivity of the standardized approach to determining a banking organization’s RWAs.

The capital ratios for the Company and the Bank as of December 31, 2017, are set forth below:

	Tier 1 Leverage Ratio		Tier 1 Risk-Based Capital Ratio		Common Equity Tier 1 Capital Ratio		Total Risk-Based Capital Ratio
UMB Financial Corporation		9.94		12.95		12.95		14.04
UMB Bank, n.a.		8.57		11.19		11.19		11.85

These capital-to-assets ratios also play a central role in prompt corrective action (PCA), which is an enforcement framework used by the federal banking agencies to constrain the activities of banking organizations based on their levels of regulatory capital. Five categories have been established using thresholds for the total risk-based capital ratio, the tier 1 risk-based capital ratio, the common-equity tier 1 risk-based capital ratio, and the leverage ratio: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized.  While bank holding companies are not subject to the PCA framework, the FRB is empowered to compel a holding company to take measures—such as the execution of financial or performance guarantees—when prompt corrective action is required in connection with one of its depository-institution subsidiaries. At December 31, 2017, the Bank was well capitalized under the PCA framework.

Basel III includes a number of more rigorous provisions applicable only to banking organizations that are larger or more internationally active than the Company and the Bank.  These include, for example, a supplementary leverage ratio incorporating off-balance-sheet exposures, a liquidity coverage ratio, and a net stable funding ratio. As with the Dodd-Frank Act, these standards may be informally applied or considered by the FRB and the OCC in their regulation, supervision, and examination of the Company and the Bank.

Deposit Insurance and Related Matters

The deposits of the Bank are insured by the FDIC in the standard insurance amount of $250 thousand per depositor for each account ownership category. This insurance is funded through assessments on the Bank and other insured depository institutions. Under the Dodd-Frank Act, each institution’s assessment base is determined based on its average consolidated total assets less average tangible equity, and there is a scorecard method for calculating assessments that combines CAMELS ratings and specified forward-looking financial measures to determine each institution’s risk to the DIF.  The Dodd-Frank Act also requires the FDIC, in setting assessments, to offset the effect of increasing its reserve for the DIF on institutions with consolidated assets of less than $10 billion. The result of this revised approach to deposit-insurance assessments is generally an increase in costs, on an absolute or relative basis, for institutions with consolidated assets of $10 billion or more.

7

If an insured depository institution such as the Bank were to become insolvent or if other specified events were to occur relating to its financial condition or the propriety of its actions, the FDIC may be appointed as conservator or receiver for the institution. In that capacity, the FDIC would have the power (1) to transfer assets and liabilities of the institution to another person or entity without the approval of the institution’s creditors, (2) to require that its claims process be followed and to enforce statutory or other limits on damages claimed by the institution’s creditors, (3) to enforce the institution’s contracts or leases according to their terms, (4) to repudiate or disaffirm the institution’s contracts or leases, (5) to seek to reclaim, recover, or recharacterize transfers of the institution’s assets or to exercise control over assets in which the institution may claim an interest, (6) to enforce statutory or other injunctions, and (7) to exercise a wide range of other rights, powers, and authorities, including those that could impair the rights and interests of all or some of the institution’s creditors. In addition, the administrative expenses of the conservator or receiver could be afforded priority over all or some of the claims of the institution’s creditors, and under the FDIA, the claims of depositors (including the FDIC as subrogee of depositors) would enjoy priority over the claims of the institution’s unsecured creditors.

The FDIA also provides that an insured depository institution can be held liable for any loss incurred or expected to be incurred by the FDIC in connection with another commonly controlled insured depository institution that is in default or in danger of default. This cross-guarantee liability is generally superior in right of payment to claims of the institution’s holding company and its affiliates.  

Other Regulatory and Supervisory Matters

As a public company, the Company is subject to the Securities Act of 1933, as amended (the Securities Act), the Securities Exchange Act of 1934, as amended (the Exchange Act), the Sarbanes-Oxley Act of 2002, and other federal and State securities laws. In addition, because the Company’s common stock is listed with The NASDAQ Stock Market LLC (NASDAQ), the Company is subject to the listing rules of that exchange.

The Currency and Foreign Transactions Reporting Act of 1970 (commonly known as the Bank Secrecy Act), the USA PATRIOT Act of 2001, and related laws require all financial institutions, including banks and broker-dealers, to establish a risk-based system of internal controls reasonably designed to prevent money laundering and the financing of terrorism. These laws include a variety of recordkeeping and reporting requirements (such as currency and suspicious activity reporting) as well as know-your-customer and due-diligence rules.

Under the CRA, the Bank has a continuing and affirmative obligation to help meet the credit needs of its local communities—including low- and moderate-income neighborhoods—consistent with safe and sound banking practices. The CRA does not create specific lending programs but does establish the framework and criteria by which the OCC regularly assesses the Bank’s record in meeting these credit needs. The Bank’s ratings under the CRA are taken into account by the FRB and the OCC when considering merger or other specified applications that the Company or the Bank may submit from time to time.

The Bank is subject as well to a vast array of consumer-protection laws, such as qualified-mortgage and other mortgage-related rules under the jurisdiction of the CFPB. Lending limits, restrictions on tying arrangements, limits on permissible interest-rate charges, and other laws governing the conduct of banking or fiduciary activities are also applicable to the Bank. In addition, the GLBA imposes on the Company and its subsidiaries a number of obligations relating to financial privacy.

Statistical Disclosure

The information required by Guide 3, “Statistical Disclosure by Bank Holding Companies,” has been included in Part II, Items 6, 7, and 7A, pages 19 through 52, of this report.

8

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

Name	Age	Position with Registrant
Anthony J.  Fischer	59	Mr. Fischer was named the President of UMB Fund Services, Inc. in July 2014.   Prior to that, he served UMB Fund Services Inc. as an Executive Vice President in charge of Business Development from March 2013 until June 2014 and as a Senior Vice President in Business Development from February 2008 through February 2013.
Michael D. Hagedorn	51	Mr. Hagedorn has served as Vice Chairman of the Company since October 2009 and was named President and Chief Executive Officer of the Bank in January 2014.  Between March 2005 and January 2014, and then again from October 2015 until August 2016 on an interim basis, he served as Chief Financial Officer of the Company.  In addition from October 2009 to January 2014, he served as Chief Administrative Officer of the Company. He previously served as Senior Vice President and Chief Financial Officer of Wells Fargo, Midwest Banking Group, from April 2001 to March 2005.
Shannon A. Johnson	38	Ms. Johnson has served as Executive Vice President and Chief Human Resources Officer of the Company since April of 2015.  Ms. Johnson’s previous positions with the Company include Senior Vice President, Executive Director of Talent Management and Development, and Senior Vice President, Director of Talent Management.  Ms. Johnson held these positions from May 2011 to April 2015, and December 2009 to May 2011, respectively.
J. Mariner Kemper	45	Mr. Kemper has served as the President of the Company since November 2015 and as the Chairman and Chief Executive Officer of the Company since May 2004. He served as the Chairman and Chief Executive Officer of the Bank between December 2012 and January 2014, and as the Chairman of UMB Bank Colorado, n.a. (a prior subsidiary of the Company) between 2000 and 2012. He was President of UMB Bank Colorado from 1997 to 2000.  Mr. Kemper is the brother of Mr. Alexander C. Kemper, who currently serves on the Company’s Board of Directors.
Kevin M. Macke	45	Mr. Macke has served as Executive Vice President and Director of Operations for the Bank since November 2015. In addition, beginning in January 2014 and ending in December 2015, Mr. Macke served as the Chief Financial Officer of the Bank. Prior to this time, Mr. Macke held several other positions within the Company or the Bank, including Director of Strategic Technology Initiatives with the Bank from November 2010 to January 2014, and Director of Financial Planning and Analysis with the Company from August 2005 to November 2010.
Jennifer M. Payne	41	Ms. Payne was named as Executive Vice President and Chief Risk Officer of the Company in January 2016.  Prior to this time, she served the Company as Director of Corporate Risk Services and Director of Corporate Audit Services, from May 2012 to December 2015, and August 2005 to May 2012, respectively.
Ram Shankar	45	Mr. Shankar was named as Executive Vice President and Chief Financial Officer of the Company effective August 2016.  From September 2011 until his employment with the Company commenced, he worked at First Niagara Financial Group, most recently serving as managing director where he headed financial planning and analysis and investor relations. Prior to 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/mergers & acquisitions group.
John C. Pauls	53	Mr. Pauls has served as Executive Vice President and General Counsel of the Company and the Bank since June 2016.  Mr. Pauls served as interim General Counsel from April 2016 until his full appointment in June of 2016.  He has been with UMB for over 23 years, having served as a top legal advisor for the Company and the Bank for over 16 years.
Christian R. Swett	58	Mr. Swett has served as Executive Vice President and Chief Credit Officer of the Company since January 2011.  Prior to this, Mr. Swett was an Executive Vice President.

9

Thomas S. Terry	54	Mr. Terry has served as Executive Vice President and Chief Lending Officer of the Company since January 2011.  Prior to this time, Mr. Terry served as Executive Vice President.  Mr. Terry first joined UMB in 1986, and subsequently joined the Commercial Lending department in 1987 where he worked as a loan officer until 2011.
Brian J. Walker	46	Mr. Walker has served as Executive Vice President and Chief Accounting Officer of the Company since June 2007.  He previously served as Chief Financial Officer of the Company from January 2014 to October 2015.  From July 2004 to June 2007, he served as a Certified Public Accountant for KPMG LLP, where he worked primarily as an auditor for financial institutions.

The Company makes available free of charge on its website at www.umb.com/investor, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports, as soon as reasonably practicable after it electronically files or furnishes such material with or to the SEC.  The public may read and copy any materials filed by the Company with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  

ITEM 1A. RISK FACTORS

Financial-services companies routinely encounter and address risks and uncertainties. In the following paragraphs, the Company describes some of the principal risks and uncertainties that could adversely affect its business, results of operations, financial condition (including capital and liquidity), or prospects or the value of or return on an investment in the Company. These risks and uncertainties, however, are not the only ones faced by the Company. Other risks and uncertainties that are not presently known to the Company that it has failed to identify, or that it currently considers immaterial may adversely affect the Company as well. Except where otherwise noted, the risk factors address risks and uncertainties that may affect the Company as well as its subsidiaries. These risk factors should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations (which can be found in Part II, Item 7 of this report beginning on page 20) and the Notes to the Consolidated Financial Statements (which can be found in Part II, Item 8 of this report beginning on page 54).

The levels of, or changes in, interest rates could affect the Company’s business or performance. The Company’s business, results of operations, and financial condition are highly dependent on net interest income, which is the difference between interest income on earning assets (such as loans and investments) and interest expense on deposits and borrowings. Net interest income is significantly affected by market interest rates, which in turn are influenced by monetary and fiscal policies, general economic conditions, the regulatory environment, competitive pressures, and expectations about future changes in interest rates. The policies and regulations of the federal government, in general, and the FRB, in particular, have a substantial impact on market interest rates. See “Government Monetary and Fiscal Policies” in Part I, Item 1 of this report beginning on page 4, which is incorporated by reference herein. The Company may be adversely affected by policies, regulations, or events that have the effect of altering the difference between long-term and short-term interest rates (commonly known as the yield curve), depressing the interest rates associated with its earning assets to levels near the rates associated with its interest expense, or changing the spreads among different interest-rate indices. The Company’s customers and counterparties also may be negatively impacted by the levels of, or changes in, interest rates, which could increase the risk of delinquency or default on obligations to the Company. The levels of, or changes in, interest rates, moreover, may have an adverse effect on the value of the Company’s investment portfolio, which includes long-term municipal bonds with fixed interest rates, and other financial instruments, the return on or demand for loans, the prepayment speed of loans (including, without limitation, the pace of pay-downs expected or forecasted for commercial real estate and construction loans), the cost or availability of deposits or other funding sources, or the purchase or sale of investment securities. In addition, a rapid change in interest rates could result in interest expense increasing faster than interest income because of differences in the maturities of the Company’s assets and liabilities. Further, if laws impacting taxation and interest rates materially change, or if new laws are enacted, certain of the Company’s services and products, including municipal bonds, may be subject to less favorable tax treatment or otherwise adversely impacted.  The level of, and changes in, market interest rates—and, as a result, these risks and uncertainties—are beyond the Company’s control. The dynamics among these risks and uncertainties are also challenging to assess and manage. For example, while the highly accommodative monetary policy currently adopted by the FRB may benefit the Company to some degree by spurring economic activity among its customers, such a policy may ultimately cause the Company more harm by inhibiting its ability to grow or sustain net interest income.

10

See “Quantitative and Qualitative Disclosures About Market Risk—Interest Rate Risk” in Part II, Item 7A of this report beginning on page 46for a discussion of how the Company monitors and manages interest-rate risk.

Weak or deteriorating economic conditions, more liberal origination or underwriting standards, or financial or systemic shocks could increase the Company’s credit risk and adversely affect its lending or other banking businesses and the value of its loans or investment securities. The Company’s business and results of operations depend significantly on general economic conditions. When those conditions are weak or deteriorating in any of the markets or regions where the Company operates, its business or performance could be adversely affected. The Company’s lending and other banking businesses, in particular, are susceptible to weak or deteriorating economic conditions, which could result in reduced loan demand or utilization rates and at the same time increased delinquencies or defaults. These kinds of conditions also could dampen the demand for products and other services in the Company’s investment-management, asset-servicing, insurance, brokerage, or related businesses. Increased delinquencies or defaults could result as well from the Company adopting—for strategic, competitive, or other reasons—more liberal origination or underwriting standards for extensions of credit or other dealings with its customers or counterparties. If delinquencies or defaults on the Company’s loans or investment securities increase, their value and the income derived from them could be adversely affected, and the Company could incur administrative and other costs in seeking a recovery on its claims and any collateral. Weak or deteriorating economic conditions also may negatively impact the market value and liquidity of the Company’s investment securities, and the Company may be required to record additional impairment charges if investment securities suffer a decline in value that is determined to be other-than-temporary.  In addition, to the extent that loan charge-offs exceed estimates, an increase to the amount of provision expense related to the allowance for loan losses would reduce the Company’s income. See “Quantitative and Qualitative Disclosures About Market Risk—Credit Risk Management” in Part II, Item 7A of this report beginning on page 46 for a discussion of how the Company monitors and manages credit risk. A financial or systemic shock and a failure of a significant counterparty or a significant group of counterparties could negatively impact the Company, possibly to a severe degree, due to its role as a financial intermediary and the interconnectedness of the financial system.

A meaningful part of the Company’s loan portfolio is secured by real estate and, as a result, could be negatively impacted by deteriorating or volatile real-estate markets or associated environmental liabilities. At December 31, 2017, 43.7 percent of the Company’s aggregate loan portfolio—comprised of commercial real-estate loans (representing 31.6 percent of the aggregate loan portfolio), construction real-estate loans (representing 6.4 percent of the aggregate loan portfolio), and residential real-estate loans (representing 5.7 percent of the aggregate loan portfolio)—was primarily secured by interests in real estate located in the States where the Company operates. Other credit extended by the Company may be secured in part by real estate as well.  Real-estate values in the markets where this collateral is located may be different from, and in some instances worse than, real-estate values in other markets or in the United States as a whole and may be affected by general economic conditions and a variety of other factors outside of the control of the Company or its customers. Any deterioration or volatility in these real-estate markets could result in increased delinquencies or defaults, could adversely affect the value of the loans and the income to be derived from them, could give rise to unreimbursed recovery costs, and could reduce the demand for new or additional credit and related banking products and other services, all to the detriment of the Company’s business and performance. In addition, if hazardous or toxic substances were found on any real estate that the Company acquires in foreclosure or otherwise, substantial liability may arise for compliance and remediation costs, personal injury, or property damage.

Challenging business, economic, or market conditions could adversely affect the Company’s fee-based banking, investment-management, asset-servicing, or other businesses. The Company’s fee-based banking, investment-management, asset-servicing, and other businesses are driven by wealth creation in the economy, robust market activity, monetary and fiscal stability, and positive investor, business, and consumer sentiment. Economic downturns, market disruptions, high unemployment or underemployment, unsustainable debt levels, depressed real-estate markets, or other challenging business, economic, or market conditions could adversely affect these businesses and their results. If the funds or other groups that are clients of UMBFS were to encounter similar difficulties, UMBFS’s revenue could suffer. The Company’s bank-card revenue is driven primarily by transaction volumes in business and consumer spending that generate interchange fees, and any of these conditions could dampen those volumes. Other fee-based banking businesses that could be adversely affected include trading, asset management, custody, trust, and cash and treasury management.

The Company’s investment-management and asset-servicing businesses could be negatively impacted by declines in assets under management or administration or by shifts in the mix of assets under management or administration.  The revenues of the Company’s investment-management businesses are highly dependent on

11

advisory fee income.  These businesses generally earn higher fees on equity-based or alternative investments and strategies and lower fees on fixed income investments and strategies. Advisory-fee income may be negatively impacted by an absolute decline in assets under management or by a shift in the mix of assets under management from equities or alternatives to fixedincome. Such a decline or shift could be caused or influenced by any number of factors, such as underperformance in absolute or relative terms, loss of key advisers or other talent, changes in investing preferences or trends, market downturns or volatility, drops in investor confidence, reputational damage, increased competition, or general economic conditions. Any of these factors also could affect clients of UMBFS, and if this were to cause a decline in assets under administration at UMBFS or an adverse shift in the mix of those assets, the performance of UMBFS could suffer.

To the extent that the Company continues to maintain a sizeable portfolio of available-for-sale investment securities, its income may be adversely affected and its reported equity more volatile. As of December 31, 2017, the Company’s securities portfolio totaled approximately $7.6 billion, which represented approximately 35.1 percent of its total assets.  Regulatory restrictions and the Company’s investment policies generally result in the acquisition of securities with lower yields than loans.  For the year-ended December 31, 2017, the weighted average yield of the Company’s securities portfolio was 2.5 percent as compared to 4.3 percent for its loan portfolio.  Accordingly, to the extent that the Company is unable to effectively deploy its funds to originate or acquire loans or other assets with higher yields than those of its investment securities, the Company’s income may be negatively impacted.  Additionally, approximately $6.3 billion, or 81.9 percent, of the Company’s investment securities are classified as available for sale and reported at fair value. Unrealized gains or losses on these securities are excluded from earnings and reported in other comprehensive income, which in turn affects the Company’s reported equity.  As a result, to the extent that the Company continues to maintain a significant portfolio of available-for-sale securities, its reported equity may experience greater volatility.  

The trading volume in the Company’s common stock at times may be low, which could adversely affect liquidity and stock price. Although the Company’s common stock is listed for trading on the NASDAQ Global Select Market, the trading volume in the stock may at times be low and, in relative terms, less than that of other financial-services companies.  A public trading market that is deep, liquid, and orderly depends on the presence in the marketplace of a large number of willing buyers and sellers and narrow bid-ask spreads.  These market features, in turn, depend on a number of factors, such as the individual decisions of investors and general economic and market conditions, over which the Company has no control.  During any period of lower trading volume in the Company’s common stock, the stock price could be more volatile, and the liquidity of the stock could suffer.

The Company operates in a highly regulated industry, and its business or performance could be adversely affected by the legal, regulatory and supervisory frameworks applicable to it, changes in those frameworks, and other legal and regulatory risks and uncertainties. The Company is subject to expansive legal and regulatory frameworks in the United States—at the federal, State, and local levels—and in the foreign jurisdictions where its business segments operate.  In addition, the Company is subject to the direct supervision of government authorities charged with overseeing the taxation of domestic companies and the kinds of financial activities conducted by the Company in its business segments.  These legal, regulatory, and supervisory frameworks are often designed to protect public or private interests that differ from the interests of the Company’s shareholders or non-deposit creditors.See “Government Monetary and Fiscal Policies” and “Regulation and Supervision” in Part I, Item 1 of this report beginning on page 4, which is incorporated by reference herein.  We believe that government scrutiny of all financial-services companies has increased, fundamental changes have been made to the banking, securities, and other laws that govern financial services (with the Dodd-Frank Act and Basel III being two of the more prominent examples), and a host of related business practices have been reexamined and reshaped. As a result, the Company expects to continue devoting increased time and resources to risk management, compliance, and regulatory change management. Risks also exist that government authorities could judge the Company’s business or other practices as unsafe, unsound, or otherwise unadvisable and bring formal or informal corrective or enforcement actions against it, including fines or other penalties and directives to change its products or other services.  For practical or other reasons, the Company may not be able to effectively defend itself against these actions, and they in turn could give rise to litigation by private plaintiffs.  Further, if the laws, rules, and regulations materially adversely affect the Company, including any changes that would negatively impact the tax treatment of the Company, the Company’s products and services or the Company’s shareholders, the Company may be adversely impacted. All of these and other regulatory risks and uncertainties could adversely affect the Company’s reputation, business, results of operations, financial condition, or prospects.

Regulatory or supervisory requirements, future growth, operating results, or strategic plans may prompt the Company to raise additional capital, but that capital may not be available at all or on favorable

12

terms and, if raised, may be dilutive. The Company is subject to safety-and-soundness and capital-adequacy standards under applicable law and to the direct supervision of government authorities. See “Regulation and Supervision” in Part I, Item 1 of this report beginning on page 4. If the Company is not or is at risk of not satisfying these standards or applicable supervisory requirements—whether due to inadequate operating results that erode capital, future growth that outpaces the accumulation of capital through earnings, or otherwise—the Company may be required to raise capital, restrict dividends,or limit originations of certain types of commercial and mortgage loans. If the Company is required to limit originations of certain types of commercial and mortgage loans, it would thereby reduce the amount of credit available to borrowers and limit opportunities to earn interest income from the loan portfolio.  The Company also may be compelled to raise capital if regulatory or supervisory requirements change. In addition, the Company may elect to raise capital for strategic reasons even when it is not required to do so. The Company’s ability to raise capital on favorable terms or at all will depend on general economic and market conditions, which are outside of its control, and on the Company’s operating and financial performance.  Accordingly, the Company cannot be assured of its ability to raise capital when needed or on favorable terms.  An inability to raise capital when needed or on favorable terms could damage the performance and value of its business, prompt regulatory intervention, and harm its reputation, and if the condition were to persist for any appreciable period of time, its viability as a going concern could be threatened. If the Company is able to raise capital and does so by issuing common stock or convertible securities, the ownership interest of our existing stockholders could be diluted, and the market price of our common stock could decline.

The market price of the Company’s common stock could be adversely impacted by banking, antitrust, or corporate laws that have or are perceived as having an anti-takeover effect. Banking and antitrust laws, including associated regulatory-approval requirements, impose significant restrictions on the acquisition of direct or indirect control over any bank holding company, including the Company. Acquisition of ten percent or more of any class of voting stock of a bank holding company or depository institution, including shares of our common stock, generally creates a rebuttable presumption that the acquirer “controls” the bank holding company or depository institution. Also, a bank holding company must obtain the prior approval of the Federal Reserve before, among other things, acquiring direct or indirect ownership or control of more than 5 percent of the voting shares of any bank, including our bank.

In addition, a non-negotiated acquisition of control over the Company may be inhibited by provisions of the Company’s restated articles of incorporation and bylaws that have been adopted in conformance with applicable corporate law, such as the ability to issue shares of preferred stock and to determine the rights, terms, conditions and privileges of such preferred stock without stockholder approval. If any of these restrictions were to operate or be perceived as operating to hinder or deter a potential acquirer for the Company, the market price of the Company’s common stock could suffer.  

The Company’s business relies on systems, employees, service providers, and counterparties, and failures or errors by any of them or other operational risks could adversely affect the Company. The Company engages in a variety of businesses in diverse markets and relies on systems, employees, service providers, and counterparties to properly oversee, administer, and process a high volume of transactions. This gives rise to meaningful operational risk—including the risk of fraud by employees or outside parties, unauthorized access to its premises or systems, errors in processing, failures of technology, breaches of internal controls or compliance safeguards, inadequate integration of acquisitions, human error, and breakdowns in business continuity plans.  Significant financial, business, reputational, regulatory, or other harm could come to the Company as a result of these or related risks and uncertainties. For example, the Company could be negatively impacted if financial, accounting, data-processing, or other systems were to fail or not fully perform their functions. The Company also could be adversely affected if key personnel or a significant number of employees were to become unavailable due to a pandemic, natural disaster, war, act of terrorism, accident, or other reason. These same risks arise as well in connection with the systems and employees of the service providers and counterparties on whom the Company depends as well as their own third-party service providers and counterparties. See “Quantitative and Qualitative Disclosures About Market Risk—Operational Risk” in Part II, Item 7A of this report beginning on page 46 for a discussion of how the Company monitors and manages operational risk.

Cyber incidents and other security breaches at the Company, at the Company’s service providers or counterparties, or in the business community or markets may negatively impact the Company’s business or performance. In the ordinary course of its business, the Company collects, stores, and transmits sensitive, confidential, or proprietary data and other information, including intellectual property, business information, funds-transfer instructions, and the personally identifiable information of its customers and employees. The secure processing, storage, maintenance, and transmission of this information is critical to the Company’s operations and

13

reputation, and if any of this information were mishandled, misused, improperly accessed, lost, or stolen or if the Company’s operations were disrupted, the Company could suffer significant financial, business, reputational, regulatory, or other damage.  For example, despite security measures, the Company’s information technology and infrastructure may be breached through cyber-attacks, computer viruses or malware, pretext calls, electronic phishing, or other means. These risks and uncertainties are rapidly evolving and increasing in complexity, and the Company’s failure to effectively mitigate them could negatively impact its business and operations.

Service providers and counterparties also present a source of risk to the Company if their own security measures or other systems or infrastructure were to be breached or otherwise fail. Likewise, a cyber-attack or other security breach affecting the business community, the markets, or parts of them may cycle or cascade through the financial system and adversely affect the Company or its service providers or counterparties. Many of these risks and uncertainties are beyond the Company’s control.  

Even when an attempted cyber incident or other security breach is successfully avoided or thwarted, the Company may need to expend substantial resources in doing so, may be required to take actions that could adversely affect customer satisfaction or behavior, and may be exposed to reputational damage. If a breach were to occur, moreover, the Company could be exposed to contractual claims, regulatory actions, and litigation by private plaintiffs, and would additionally suffer reputational harm.  Despite the Company’s efforts to safeguard the integrity of systems and controls and to manage third-party risk, the Company may not be able to anticipate or implement effective measures to prevent all security breaches or all risks to the sensitive, confidential, or proprietary information that it or its service providers or counterparties collect, store, or transmit.

The Company is heavily reliant on technology, and a failure or delay in effectively implementing technology initiatives or anticipating future technology needs or demands could adversely affect the Company’s business or performance. Like most financial-services companies, the Company significantly depends on technology to deliver its products and other services and to otherwise conduct business. To remain technologically competitive and operationally efficient, the Company invests in system upgrades, new solutions, and other technology initiatives, including for both internally and externally hosted solutions.  Many of these initiatives have a significant duration, are tied to critical systems, and require substantial internal and external resources. Although the Company takes steps to mitigate the risks and uncertainties associated with these initiatives, there is no guarantee that they will be implemented on time, within budget, or without negative operational or customer impact. The Company also may not succeed in anticipating its future technology needs, the technology demands of its customers, or the competitive landscape for technology. In addition, the Company relies upon the expertise and support of service providers to help implement, maintain and/or service certain of its core technology solutions.  If the Company cannot effectively manage these service providers, the service parties fail to materially perform, or the Company was to falter in any of the other noted areas, its business or performance could be negatively impacted.

Negative publicity outside of the Company’s control, or its failure to successfully manage issues arising from its conduct or in connection with the financial-services industry generally, could damage the Company’s reputation and adversely affect its business or performance. The performance and value of the Company’s business could be negatively impacted by any reputational harm that it may suffer. This harm could arise from negative publicity outside of its control or its failure to adequately address issues arising from its conduct or in connection with the financial-services industry generally.  Risks to the Company’s reputation could arise in any number of contexts—for example, cyber incidents and other security breaches, mergers and acquisitions, lending or investment-management practices, actual or potential conflicts of interest, failures to prevent money laundering, corporate governance, and unethical behavior and practices committed by competitors in the financial services industry.

The Company faces intense competition from other financial-services and financial-services technology companies, and competitive pressures could adversely affect the Company’s business or performance. The Company faces intense competition in each of its business segments and in all of its markets and geographic regions, and the Company expects competitive pressures to intensify in the future—especially in light of recent legislative and regulatory initiatives, technological innovations that alter the barriers to entry, current economic and market conditions, and government monetary and fiscal policies.  Competition with financial-services technology companies, or technology companies partnering with financial-services companies, may be particularly intense, due to, among other things, differing regulatory environments. See “Competition” in Part I, Item 1 of this report beginning on page 3. Competitive pressures may drive the Company to take actions that the Company might otherwise eschew, such as lowering the interest rates or fees on loans or raising the interest rates on deposits in order to keep or attract high-quality customers. These pressures also may accelerate actions that the Company might

14

otherwise elect to defer, such as substantial investments in technology or infrastructure. The Company has certain businesses that utilize wholesale models which can lead to customer concentrations for those businesses that, if negatively impacted by competitive pressures, could affect the Company’s fee income. Whatever the reason, actions that the Company takes in response to competition may adversely affect its results of operations and financial condition. These consequences could be exacerbated if the Company is not successful in introducing new products and other services, achieving market acceptance of its products and other services, developing and maintaining a strong customer base, or prudently managing expenses.

The Company’s risk-management and compliance programs or functions may not be effective in mitigating risk and loss. The Company maintains an enterprise risk-management program that is designed to identify, quantify, monitor, report, and control the risks that it faces. These include interest-rate risk, credit risk, liquidity risk, market risk, operational risk, reputational risk, and compliance risk. The Company also maintains a compliance program to identify, measure, assess, and report on its adherence to applicable law, policies, and procedures. While the Company assesses and improves these programs on an ongoing basis, there can be no assurance that its frameworks or models for risk management, compliance, and related controls will effectively mitigate risk and limit losses in its business. If conditions or circumstances arise that expose flaws or gaps in the Company’s risk-management or compliance programs or if its controls break down, the performance and value of the Company’s business could be adversely affected. The Company could be negatively impacted as well if, despite adequate programs being in place, its risk-management or compliance personnel are ineffective in executing them and mitigating risk and loss.

Liquidity is essential to the Company and its business or performance could be adversely affected by constraints in, or increased costs for, funding. The Company defines liquidity as the ability to fund increases in assets and meet obligations as they come due, all without incurring unacceptable losses.   Banks are especially vulnerable to liquidity risk because of their role in the maturity transformation of demand or short-term deposits into longer-term loans or other extensions of credit.  The Company, like other financial-services companies, relies to a significant extent on external sources of funding (such as deposits and borrowings) for the liquidity needed to conduct its business. A number of factors beyond the Company’s control, however, could have a detrimental impact on the availability or cost of that funding and thus on its liquidity. These include market disruptions, changes in its credit ratings or the sentiment of its investors, the state of the regulatory environment and monetary and fiscal policies, declines in the value of its investment securities, the loss of substantial deposits or customer relationships, financial or systemic shocks, significant counterparty failures, and reputational damage. Unexpected declines or limits on the dividends declared and paid by the Company’s subsidiaries also could adversely affect its liquidity position. While the Company’s policies and controls are designed to ensure that it maintains adequate liquidity to conduct its business in the ordinary course even in a stressed environment, there can be no assurance that its liquidity position will never become compromised. In such an event, the Company may be required to sell assets at a loss in order to continue its operations. This could damage the performance and value of its business, prompt regulatory intervention, and harm its reputation, and if the condition were to persist for any appreciable period of time, its viability as a going concern could be threatened. See “Quantitative and Qualitative Disclosures About Market Risk—Liquidity Risk” in Part II, Item 7A of this report beginning on page 46 for a discussion of how the Company monitors and manages liquidity risk.

If the Company’s subsidiaries are unable to make dividend payments or distributions to the Company, it may be unable to satisfy its obligations to counterparties or creditors or make dividend payments to its stockholders. The Company is a legal entity separate and distinct from its bank and nonbank subsidiaries and depends on dividend payments and distributions from those subsidiaries to fund its obligations to counterparties and creditors and its dividend payments to stockholders. See “Regulation and Supervision—Requirements Affecting the Relationships among the Company, Its Subsidiaries, and Other Affiliates” in Part I, Item 1 of this report beginning on page 6. Any of the Company’s subsidiaries, however, may be unable to make dividend payments or distributions to the Company, including as a result of a deterioration in the subsidiary’s performance, investments in the subsidiary’s own future growth, or regulatory or supervisory requirements. If any subsidiary were unable to remain viable as a going concern, moreover, the Company’s right to participate in a distribution of assets would be subject to the prior claims of the subsidiary’s creditors (including, in the case of the Bank, its depositors and the FDIC).

An inability to attract, retain, or motivate qualified employees could adversely affect the Company’s business or performance.  Skilled employees are the Company’s most important resource, and competition for talented people is intense.  Even though compensation is among the Company’s highest expenses, it may not be able to locate and hire the best people, keep them with the Company, or properly motivate them to perform at a high level. Recent scrutiny of compensation practices, especially in the financial-services industry, has made this only more difficult. In addition, some parts of the Company’s business are particularly dependent on key personnel,

15

including investment management, asset servicing, and commercial lending. If the Company were to lose and find itself unable to replace these personnel or other skilled employees or if the competition for talent drove its compensation costs to unsustainable levels, the Company’s business, results of operations, and financial condition could be negatively impacted.

The Company is subject to a variety of litigation and other proceedings, which could adversely affect its business or performance. The Company is involved from time to time in a variety of judicial, alternative-dispute, and other proceedings arising out of its business or operations. The Company establishes reserves for claims when appropriate under generally accepted accounting principles, but costs often can be incurred in connection with a matter before any reserve has been created. The Company also maintains insurance policies to mitigate the cost of litigation and other proceedings, but these policies have deductibles, limits, and exclusions that may diminish their value or efficacy. Despite the Company’s efforts to appropriately reserve for claims and insure its business and operations, the actual costs associated with resolving a claim may be substantially higher than amounts reserved or covered. Substantial legal claims, even if not meritorious, could have a detrimental impact on the Company’s business, results of operations, and financial condition and could cause reputational harm.

Changes in accounting standards could impact the Company’s financial statements and reported earnings. Accounting standard-setting bodies, such as the Financial Accounting Standards Board, periodically change the financial accounting and reporting standards that affect the preparation of the Company’s Consolidated Financial Statements. These changes are beyond the Company’s control and could have a meaningful impact on its Consolidated Financial Statements.

The Company’s selection of accounting methods, assumptions, and estimates could impact its financial statements and reported earnings. To comply with generally accepted accounting principles, management must sometimes exercise judgment in selecting, determining, and applying accounting methods, assumptions, and estimates. This can arise, for example, in the determination of the allowance for loan losses, the calculation of deferred tax assets, the evaluation of goodwill for potential impairments, or the determination of the fair value of assets or liabilities. Furthermore, accounting methods, assumptions and estimates are part of acquisition purchase accounting and the calculation of the fair value of assets and liabilities that have been purchased, including credit-impaired loans.  The judgments required of management can involve difficult, subjective, or complex matters with a high degree of uncertainty, and several different judgments could be reasonable under the circumstances and yet result in significantly different results being reported. See “Critical Accounting Policies and Estimates” in Part II, Item 7 of this report beginning on page 44. If management’s judgments are later determined to have been inaccurate, the Company may experience unexpected losses that could be substantial.

The Company’s ability to successfully make opportunistic mergers and acquisitions is subject to significant risks, including the risk that government authorities will not provide the requisite approvals, the risk that integrating acquisitions may be more difficult, costly, or time consuming than expected, and the risk that the value of acquisitions may be less than anticipated. The Company may make opportunistic acquisitions of other financial-services companies or businesses from time to time. These acquisitions may be subject to regulatory approval, and there can be no assurance that the Company will be able to obtain that approval in a timely manner or at all. Even when the Company is able to obtain regulatory approval, the failure of other closing conditions to be satisfied or waived could delay the completion of an acquisition for a significant period of time or prevent it from occurring altogether.  Any failure or delay in closing an acquisition could adversely affect the Company’s reputation, business, results of operations, financial condition, or prospects.

Additionally, acquisitions involve numerous risks and uncertainties, including lower-than-expected performance or higher-than-expected costs, difficulties related to integration, diversion of management’s attention from other business activities, changes in relationships with customers or counterparties, and the potential loss of key employees. An acquisition also could be dilutive to the Company’s current stockholders if preferred stock, common stock, or securities convertible into preferred stock or common stock were issued to fully or partially pay or fund the purchase price. The Company, moreover, may not be successful in identifying acquisition candidates, integrating acquired companies or businesses, or realizing the expected value from acquisitions. There is significant competition for valuable acquisition targets, and the Company may not be able to acquire other companies or businesses on attractive terms or at all.  There can be no assurance that the Company will pursue future acquisitions, and the Company’s ability to grow and successfully compete in its markets and regions may be impaired if it chooses not to pursue or is unable to successfully complete acquisitions.

16

ITEM 1B. UNRESOLVED STAFF COMMENTS

There are no unresolved comments from the staff of the SEC required to be disclosed herein as of the date of this report.

ITEM 2. PROPERTIES

The Company's headquarters building, the UMB Bank Building, is located at 1010 Grand Boulevard in downtown Kansas City, Missouri, and opened in July 1986. All 250,000 square feet is occupied by departments and customer service functions of the Bank, as well as offices of the Company.  

Other main facilities of the Bank in downtown Kansas City, Missouri are located at 928 Grand Boulevard (185,000 square feet); 906 Grand Boulevard (140,000 square feet); and 1008 Oak Street (180,000 square feet). Both the 928 Grand and 906 Grand buildings house backroom support functions.  Approximately 27,000 square feet of the 928 Grand building is leased to Scout.  Additionally, within the 906 Grand building there is 8,000 square feet of space leased to several small tenants.  The 928 Grand building underwent a major renovation during 2004 and 2005. The 928 Grand building is connected to the UMB Bank Building (1010 Grand) by an enclosed elevated pedestrian walkway.  The 1008 Oak building, which opened during the second quarter of 1999, houses the Company’s operations and data processing functions.  

The Bank leases 52,000 square feet in the Hertz Building located at 2 South Broadway in the heart of the commercial sector of downtown St. Louis, Missouri.  This location has a full-service banking center and is home to some operational and administrative support functions.   The Bank also leases 43,700 square feet on the first, second, third, and fifth floors of the 1670 Broadway building located in the financial district of downtown Denver, Colorado.  The location has a full-service banking center and is home to additional operational and administrative support functions.  

As of December 31, 2017, the Bank operated a total of 95 banking centers and four wealth management offices.

UMBFS leases approximately 92,000 square feet at 235 West Galena Street in Milwaukee, Wisconsin, for its fund services operations headquarters.  Additionally, UMBFS leases 37,300 square feet at 2225 Washington Boulevard in Ogden, Utah, and 6,300 square feet in 223 Wilmington West Chester Pike in Chadds Ford, Pennsylvania.

Additional information with respect to properties, premises and equipment is presented in Note 1, “Summary of Significant Accounting Policies,” and Note 8, “Premises and Equipment,” in the Notes to the Consolidated Financial Statements in Item 8, pages 61 and 80 of this report, and is hereby incorporated by reference herein.

ITEM 3. LEGAL PROCEEDINGS

In the normal course of business, the Company and its subsidiaries are named defendants in various legal proceedings.  In the opinion of management, after consultation with legal counsel, none of these proceedings are expected to have a material effect on the financial position, results of operations, or cash flows of the Company.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

17

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company's common stock is traded on the NASDAQ Global Select Stock Market under the symbol "UMBF." As of February 15, 2018, the Company had 2,428 shareholders of record.  Information regarding the Company’s common stock for each quarterly period within the two most recent fiscal years is set forth in the table below.

Per Share	Three Months Ended
2017	March 31		June 30		Sept 30		Dec 31
Dividend	$	0.255	$	0.255	$	0.255	$	0.275
Book value		40.34		41.42		42.15		43.72
Market price:
High		81.55		78.67		76.98		77.72
Low		70.69		66.51		62.27		68.76
Close		75.31		74.86		74.49		71.92

Per Share	Three Months Ended
2016	March 31		June 30		Sept 30		Dec 31
Dividend	$	0.245	$	0.245	$	0.245	$	0.255
Book value		39.38		40.44		40.86		39.51
Market price:
High		53.89		58.89		61.24		81.11
Low		39.55		48.49		50.60		58.71
Close		51.63		53.21		59.45		77.12

Information concerning restrictions on the ability of the Company to pay dividends and the Company's subsidiaries to transfer funds to the Company is presented in Item 1, page 6 and Note 10, “Regulatory Requirements,” in the Notes to the Consolidated Financial Statements provided in Item 8, pages 82 through 84 of this report.  Information concerning securities the Company issued under its equity compensation plans is contained in Item 12, pages 110 through 111 and in Note 11, “Employee Benefits,” in the Notes to the Consolidated Financial Statements provided in Item 8, pages 84 through 87 of this report.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table provides information about common stock repurchase activity by the Company during the quarter ended December 31, 2017:

ISSUER PURCHASES OF EQUITY SECURITIES

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
October 1 - October 31, 2017		6	$	71.91		6		1,848,098
November 1 - November 31, 2017		5,790		71.83		5,790		1,842,308
December 1 - December 31, 2017		6,668		73.56		6,668		1,835,640
Total		12,464	$	72.76		12,464

On April 25, 2017, the Company announced a plan to repurchase up to two million shares of common stock.  This plan will terminate on April 24, 2018.  The Company has not made any repurchases other than through this plan. All open market share purchases under the share repurchase plans are intended to be within the scope of Rule 10b-18 promulgated under the Exchange Act.  

18

ITEM 6. SELECTED FINANCIAL DATA

For a discussion of factors that may materially affect the comparability of the information below, please see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, pages 20 through 46, of this report.

FIVE-YEAR FINANCIAL SUMMARY

(in thousands except per share data)

As of and for the years ended December 31,

	2017			2016			2015			2014			2013
EARNINGS
Interest income	$	616,912		$	523,031		$	430,681		$	363,871		$	348,341
Interest expense		57,999			27,708			18,614			13,816			15,072
Net interest income		558,913			495,323			412,067			350,055			333,269
Provision for loan losses		41,000			32,500			15,500			17,000			17,500
Noninterest income		423,562			402,511			370,659			368,235			367,260
Noninterest expense		705,129			666,745			638,938			582,472			543,916
Net income from continuing operations		182,976			153,634			96,558			91,145			105,555
AVERAGE BALANCES
Assets	$	20,396,428		$	19,592,685		$	17,786,442		$	15,998,893		$	15,030,762
Loans and loans held for sale		10,843,642			9,992,874			8,425,107			6,975,338			6,221,318
Total investment securities		7,632,965			7,665,012			7,330,246			7,053,837			7,034,542
Interest-bearing due from banks		351,293			410,163			664,752			843,134			663,818
Deposits		15,938,669			15,338,741			14,078,290			12,691,273			11,930,318
Long-term debt		76,299			81,905			58,571			6,059			4,748
Shareholders' equity		2,080,847			1,983,749			1,805,856			1,599,765			1,337,107
YEAR-END BALANCES
Assets	$	21,771,583		$	20,682,532		$	19,094,245		$	17,500,960		$	16,911,852
Loans and loans held for sale		11,281,973			10,545,662			9,431,350			7,466,418			6,521,869
Total investment securities		7,639,543			7,690,108			7,568,870			7,285,667			7,051,127
Interest-bearing due from banks		1,351,760			715,823			522,877			1,539,386			2,093,467
Deposits		18,023,000			16,570,614			15,092,752			13,616,859			13,640,766
Long-term debt		79,281			76,772			86,070			8,810			5,055
Shareholders' equity		2,181,531			1,962,384			1,893,694			1,643,758			1,506,065
PER SHARE DATA
Earnings from continuing operations - basic	$	3.72		$	3.15		$	2.05		$	2.03		$	2.56
Earnings from continuing operations - diluted		3.67			3.12			2.03			2.01			2.52
Cash dividends		1.04			0.99			0.95			0.91			0.87
Dividend payout ratio		27.96	%		31.43	%		46.34	%		44.83	%		33.98	%
Book value	$	43.72		$	39.51		$	38.34		$	36.10		$	33.30
Market price
High		81.55			81.11			58.84			68.27			65.44
Low		62.27			39.55			45.14			51.87			43.27
Close		71.92			77.12			46.55			56.89			64.28
Return on average assets		0.90	%		0.78	%		0.54	%		0.57	%		0.70	%
Return on average equity		8.79			7.74			5.35			5.70			7.89
Average equity to average assets		10.20			10.12			10.15			10.00			8.90
Total risk-based capital ratio		14.04			12.87			12.80			14.04			14.43

19

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

Management’s Discussion and Analysis

This Management’s Discussion and Analysis highlights the material changes in the results of operations and changes in financial condition for each of the three years in the period ended December 31, 2017.  It should be read in conjunction with the accompanying Consolidated Financial Statements, Notes to Consolidated Financial Statements, and other financial statistics appearing elsewhere in this Annual Report on Form 10-K. Results of operations for the periods included in this review are not necessarily indicative of results to be attained during any future period.

CAUTIONARY NOTICE ABOUT FORWARD-LOOKING STATEMENTS

From time to time the Company has made, and in the future will make, 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. 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 the Company’s expectations, intentions, or forecasts about future events, circumstances, results, or aspirations.

This report, including any information incorporated by reference in this report, contains forward-looking statements. The Company also may make forward-looking statements in other documents that are filed or furnished with the SEC. In addition, the Company may make forward-looking statements orally or in writing to investors, analysts, members of the media, or others.

All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond the Company’s control. You should not rely on any forward-looking statement as a prediction or guarantee about the future.  Actual future objectives, strategies, plans, prospects, performance, conditions, or results may differ materially from those set forth in any forward-looking statement. While no list of assumptions, risks, or uncertainties could be complete, some of the factors that may cause actual results or other future events, circumstances, or aspirations to differ from those in forward-looking statements include:

• local, regional, national, or international business, economic, or political conditions or events;

• changes in laws or the regulatory environment, including as a result of recent financial-services and tax legislation or regulation;

• changes in monetary, fiscal, or trade laws or policies, including as a result of actions by central banks or supranational authorities;

• changes in accounting standards or policies;

• shifts in investor sentiment or behavior in the securities, capital, or other financial markets, including changes in market liquidity or volatility or changes in interest or currency rates;

• changes in spending, borrowing, or saving by businesses or households;

• the Company’s ability to effectively manage capital or liquidity or to effectively attract or deploy deposits;

• changes in any credit rating assigned to the Company or its affiliates;

• adverse publicity or other reputational harm to the Company;

• changes in the Company’s corporate strategies, the composition of its assets, or the way in which it funds those assets;

• the Company’s ability to develop, maintain, or market products or services or to absorb unanticipated costs or liabilities associated with those products or services;

20

• the Company’s ability to innovate to anticipate the needs of current or future customers, to successfully compete in its chosen business lines, to increase or hold market share in changing competitive environments, or to deal with pricing or other competitive pressures;

• changes in the credit, liquidity, or other condition of the Company’s customers, counterparties, or competitors;

• the Company’s ability to effectively deal with economic, business, or market slowdowns or disruptions;

• judicial, regulatory, or administrative investigations, proceedings, disputes, or rulings that create uncertainty for, or are adverse to, the Company or the financial-services industry;

• the Company’s ability to address stricter or heightened regulatory or other governmental supervision or requirements;

• the Company’s ability to maintain secure and functional financial, accounting, technology, data processing, or other operating systems or facilities, including its ability to withstand cyber-attacks;

• the adequacy of the Company’s corporate governance, risk-management framework, compliance programs, or internal control over financial reporting, including its ability to control lapses or deficiencies in financial reporting or to effectively mitigate or manage operational risk;

• the efficacy of the Company’s methods or models in assessing business strategies or opportunities or in valuing, measuring, monitoring, or managing positions or risk;

• the Company’s ability to keep pace with changes in technology that affect the Company or its customers, counterparties, or competitors;

• mergers, acquisitions, or dispositions, including the Company’s ability to integrate acquisitions;

• the adequacy of the Company’s succession planning for key executives or other personnel;

• the Company’s ability to grow revenue, control expenses, or attract or retain qualified employees;

• natural or man-made disasters, calamities, or conflicts, including terrorist events; or

• other assumptions, risks, or uncertainties described in the Risk Factors (Item 1A), Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 7), or the Notes to the Consolidated Financial Statements (Item 8) in this Annual Report on Form 10-K or described in any of the Company’s annual, quarterly or current reports.

Any forward-looking statement made by the Company or on its behalf speaks only as of the date that it was made. The Company does 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, except as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that the Company may make in any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, or Current Report on Form 8-K.

Results of Operations

Overview

The Company focuses on the following four core strategic objectives.  Management believes these strategic objectives will guide its efforts to achieve its vision, to deliverthe unparalleled customer experience, all the while seeking to improve net income and strengthen the balance sheet while undertaking prudent risk management.

The first strategic objective is to continuously improve operating efficiencies. The Company focuses on identifying efficiencies that simplify our organizational and reporting structures, streamline back office functions and take advantage of synergies and newer technologies among various platforms and distribution networks. The Company has and expects to continue identifying ongoing efficiencies through the normal course of business that, when combined with increased revenue, will contribute to improved operating leverage.  For 2017, total revenue increased 9.4 percent, while noninterest expense increased 5.8 percent, as compared to the previous year.  As part of this initiative, the Company continues to invest in technological advances that it believes will help management drive operating leverage in the future through improved data analysis and automation. The Company also continues to evaluate core systems and will invest in enhancements that it believes will yield operating efficiencies.

21

The second strategic objective is to increaseon net interest income through profitable loan and deposit growth and the optimization of the balance sheet.  For 2017, we made progress on this strategy, as illustrated by an increase in net interest income of $63.6 million, or 12.8 percent, as compared to the previous year. The Company has shown increased net interest income through the effects of increased interest rates and volumes, and the mix of average earning assets and a low cost of funds in its Consolidated Balance Sheets. Average loan balances increased $850.8 million, or 8.5 percent, from December 31, 2016. The funding for these assets was driven primarily by a 5.6 percent increase in average interest-bearing liabilities.  Net interest margin, on a tax-equivalent basis, increased 27 basis points compared to the same period in 2016.

The third strategic objective is to grow the Company’s revenue from noninterest sources.  The Company has continued to emphasize its diverse operations throughout all economic cycles.  This strategy has provided revenue diversity, helping to reduce the impact of sustained low interest rates and position the Company to benefit in periods of growth.  Noninterest income increased $21.1 million, or 5.2 percent, to $423.6 million for the year ended December 31, 2017, compared to the same period in 2016.  This change is discussed in greater detail below under Noninterest income. The Company continues to emphasize its asset management, brokerage, bankcard services, healthcare services, institutional banking, and treasury management businesses. At December 31, 2017, noninterest income represented 43.1 percent of total revenues, as compared to 44.8 percent at December 31, 2016.

The fourth strategic objective is effective capital management.  The Company places a significant emphasis on maintaining a strong capital position, which management believes promotes investor confidence, provides access to funding sources under favorable terms, and enhances the Company’s ability to capitalize on organic growth, new business development, and acquisition opportunities. The Company continues to maximize shareholder value through a mix of reinvesting in organic growth, evaluating acquisition opportunities that complement the strategies, increasing dividends over time, and appropriately utilizing a share repurchase program.  At December 31, 2017, the Company had a total risk-based capital ratio of 14.04 percent and $2.2 billion in total shareholders’ equity, an increase of $219.1 million, or 11.2 percent, compared to total shareholders’ equity at December 31, 2016. The Company repurchased 217,071 shares of common stock at an average price of $70.37 per share during 2017 and paid $51.9 million in dividends, which represents a 5.8 percent increase compared to dividends paid during 2016.

Earnings Summary

The Company recorded consolidated income from continuing operations of $183.0 million for the year-ended December 31, 2017.  This represents a 19.1 percent increase over 2016.  Income from continuing operations for 2016 was $153.6 million, or an increase of 59.1 percent compared to 2015.  Basic earnings per share from continuing operations for the year ended December 31, 2017, were $3.72 per share compared to $3.15 per share in 2016, an increase of 18.1 percent.  Basic earnings per share from continuing operations were $2.05 per share in 2015, or an increase of 53.7 percent from 2015 to 2016. Fully diluted earnings per share from continuing operations increased 17.6 percent from 2016 to 2017, and increased 53.7 percent from 2015 to 2016.

The Company’s net interest income increased to $558.9 million in 2017 compared to $495.3 million in 2016 and $412.1 million in 2015.  In total, a favorable volume variance coupled with a favorable rate variance, resulted in a $63.6 million increase in net interest income in 2017, compared to 2016.  See Table 2 on page 26.  The favorable volume variance on earning assets was predominantly driven by the increase in average loan balances of $850.8 million, or 8.5 percent, for 2017 compared to the same period in 2016.  Net interest margin, on a tax-equivalent basis, increased to 3.15 percent for 2017, compared to 2.88 percent for the same period in 2016.  The Company has seen an increase in the benefit from interest-free funds compared to 2016.  The impact of this benefit increased nine basis points compared to 2016 and is illustrated on Table 3 on page 27.  The magnitude and duration of this impact will be largely dependent upon the FRB’s policy decisions and market movements. See Table 18 in Item 7A on page 48 for an illustration of the impact of an interest rate increase or decrease on net interest income as of December 31, 2017.  

The Company had an increase of $21.1 million, or 5.2 percent, in noninterest income in 2017, as compared to 2016, and a $31.9 million, or 8.6 percent, increase in 2016, compared to 2015.  The increase in 2017 is primarily attributable to trust and securities processing, and increases in bank-owned and company-owned life insurance income, brokerage income, and bankcard income, partially offset by lower gains on sales of available-for-sale securities and equity earnings on alternative investments.  The change in noninterest income in 2017 from 2016, and 2016 from 2015 is illustrated on Table 6 on page 30.

22

Noninterest expense increased in 2017 by $38.4 million, or 5.8 percent, compared to 2016 and increased by $27.8 million, or 4.4 percent, in 2016 compared to 2015.  The increase in 2017 is primarily driven by an increase of $23.8 million, or 6.1 percent, in salary and employee benefit expense, an increase of $6.3 million, or 17.6 percent, in processing fees, and an increase of $5.7 million, or 8.5 percent, in equipment expense. The increase in noninterest expense in 2017 from 2016, and 2016 from 2015 is illustrated on Table 7 on page 31.  

Net Interest Income

Net interest income is a significant source of the Company’s earnings and represents the amount by which interest income on earning assets exceeds the interest expense paid on liabilities.  The volume of interest earning assets and the related funding sources, the overall mix of these assets and liabilities, and the interest rates paid on each affect net interest income.  Table 2 summarizes the change in net interest income resulting from changes in volume and rates for 2017, 2016 and 2015.  

Net interest margin, presented in Table 1 on page 24, is calculated as net interest income on a fully tax equivalent basis (FTE) as a percentage of average earning assets.  Net interest income is presented on a tax-equivalent basis to adjust for the tax-exempt status of earnings from certain loans and investments, which are primarily obligations of state and local governments.  A critical component of net interest income and related net interest margin is the percentage of earning assets funded by interest-free sources.  Table 3 analyzes net interest margin for the three years ended December 31, 2017, 2016 and 2015.  Net interest income, average balance sheet amounts and the corresponding yields earned and rates paid for the years 2015 through 2017 are presented in Table 1 below.

23

The following table presents, for the periods indicated, the average earning assets and resulting yields, as well as the average interest-bearing liabilities and resulting yields, expressed in both dollars and rates.

Table 1

THREE YEAR AVERAGE BALANCE SHEETS/YIELDS AND RATES (tax-equivalent basis)

(in millions)

	2017								2016
	Average Balance			Interest Income/ Expense (1)		Rate Earned/ Paid (1)			Average Balance			Interest Income/ Expense (1)		Rate Earned/ Paid (1)
ASSETS
Loans and loans held for sale (FTE) (2) (3)	$	10,843.6		$	461.3		4.25	%	$	9,992.9		$	386.3		3.87	%
Securities:
Taxable		3,918.0			73.1		1.87			4,545.0			73.6		1.62
Tax-exempt (FTE)		3,658.0			112.5		3.08			3,077.6			88.3		2.87
Total securities		7,576.0			185.6		2.45			7,622.6			161.9		2.12
Federal funds sold and resell agreements		190.0			3.7		1.95			188.5			2.7		1.44
Interest-bearing due from banks		351.3			3.9		1.10			410.2			2.3		0.57
Other earning assets (FTE)		57.0			1.9		3.28			42.4			0.8		1.85
Total earning assets (FTE)		19,017.9			656.4		3.45			18,256.6			554.0		3.03
Allowance for loan losses		(97.2	)							(85.2	)
Cash and due from banks		379.6								394.7
Other assets		1,096.1								1,026.5
Total assets	$	20,396.4							$	19,592.6
LIABILITIES AND SHAREHOLDERS'    EQUITY
Interest-bearing demand and savings deposits	$	8,819.4		$	27.6		0.31	%	$	8,267.6		$	11.4		0.14	%
Time deposits under $250,000		373.6			2.8		0.75			601.4			3.3		0.55
Time deposits of $250,000 or more		809.5			6.0		0.74			563.7			3.2		0.57
Total interest bearing deposits		10,002.5			36.4		0.36			9,432.7			17.9		0.19
Short-term debt		—			—		—			3.8			—		—
Long-term debt		76.3			3.7		4.85			81.9			3.2		3.91
Federal funds purchased and repurchase    agreements		2,095.1			17.9		0.85			2,005.6			6.6		0.33
Total interest bearing liabilities		12,173.9			58.0		0.48			11,524.0			27.7		0.24
Noninterest bearing demand deposits		5,936.2								5,906.0
Other		205.5								178.9
Total		18,315.6								17,608.9
Total shareholders' equity		2,080.8								1,983.7
Total liabilities and shareholders' equity	$	20,396.4							$	19,592.6
Net interest income (FTE)				$	598.4							$	526.3
Net interest spread (FTE)							2.97	%							2.79	%
Net interest margin (FTE)							3.15	%							2.88	%

(1) Interest income and yields are stated on a fully tax-equivalent (FTE) basis, using a marginal tax rate of 35%.  The tax-equivalent interest income and yields give effect to tax-exempt interest income net of the disallowance of interest expense, for federal income tax purposes related to certain tax-free assets.  Rates earned/paid may not compute to the rates shown due to presentation in millions.  The tax-equivalent interest income totaled $39.5 million, $31.0 million, and $23.8 million in 2017, 2016, and 2015, respectively.

(2) Loan fees are included in interest income.  Such fees totaled $15.4 million, $13.3 million, and $11.4 million in 2017, 2016, and 2015, respectively.

(3) Loans on non-accrual are included in the computation of average balances.  Interest income on these loans is also included in loan income.

24

THREE YEAR AVERAGE BALANCE SHEETS/YIELDS AND RATES (tax-equivalent basis)

(in millions)

	2015
	Average Balance			Interest Income/ Expense (1)		Rate Earned/ Paid (1)
ASSETS
Loans and loans held for sale (FTE) (2) (3)	$	8,425.1		$	308.3		3.66	%
Securities:
Taxable		4,823.7			75.3		1.56
Tax-exempt (FTE)		2,473.8			67.3		2.72
Total securities		7,297.5			142.6		1.95
Federal funds sold and resell agreements		76.1			0.7		0.92
Interest-bearing due from banks		664.8			2.4		0.35
Other earning assets (FTE)		32.7			0.5		1.46
Total earning assets (FTE)		16,496.2			454.5		2.75
Allowance for loan losses		(77.9	)
Cash and due from banks		496.4
Other assets		871.7
Total assets	$	17,786.4
LIABILITIES AND SHAREHOLDERS'    EQUITY
Interest-bearing demand and savings deposits	$	7,010.3		$	7.9		0.11	%
Time deposits under $250,000		700.9			3.9		0.56
Time deposits of $250,000 or more		439.4			2.5		0.57
Total interest bearing deposits		8,150.6			14.3		0.18
Short-term debt		1.9			—		—
Long-term debt		57.3			2.5		4.36
Federal funds purchased and repurchase    agreements		1,590.8			1.8		0.11
Total interest bearing liabilities		9,800.6			18.6		0.19
Noninterest bearing demand deposits		5,927.6
Other		252.3
Total		15,980.5
Total shareholders' equity		1,805.9
Total liabilities and shareholders' equity	$	17,786.4
Net interest income (FTE)				$	435.9
Net interest spread (FTE)							2.56	%
Net interest margin (FTE)							2.64	%

25

Table 2

RATE-VOLUME ANALYSIS (in thousands)

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

Average Volume				Average Rate							Increase (Decrease)
2017		2016		2017			2016			2017 vs. 2016	Volume			Rate		Total
										Change in interest earned on:
$	10,843,642	$	9,992,874		4.25	%		3.87	%	Loans	$	34,405		$	40,622	$	75,027
										Securities:
	3,918,001		4,545,013		1.87			1.62		Taxable		(10,884	)		10,449		(435	)
	3,657,951		3,077,562		3.08			2.87		Tax-exempt		11,542			4,361		15,903
	190,074		188,572		1.95			1.44		Federal funds and resell agreements		22			970		992
	351,293		410,163		1.10			0.57		Interest-bearing due from banks		(378	)		1,908		1,530
	57,013		42,437		3.28			1.85		Trading securities		265			599		864
	19,017,974		18,256,621		3.45			3.03		Total		34,972			58,909		93,881
										Change in interest incurred on:
	10,002,497		9,432,720		0.36			0.19		Interest-bearing deposits		1,144			17,274		18,418
	2,095,111		2,005,631		0.85			0.33		Federal funds and repurchase agreements		304			11,078		11,382
	76,301		85,658		4.90			3.79		Notes payable		(383	)		874		491
$	12,173,909	$	11,524,009		0.48	%		0.24	%	Total		1,065			29,226		30,291
										Net interest income	$	33,907		$	29,683	$	63,590

Average Volume				Average Rate							Increase (Decrease)
2016		2015		2016			2015			2016 vs. 2015	Volume			Rate			Total
										Change in interest earned on:
$	9,992,874	$	8,425,107		3.87	%		3.66	%	Loans	$	59,847		$	18,102		$	77,949
										Securities:
	4,545,013		4,823,710		1.62			1.56		Taxable		(4,450	)		2,683			(1,767	)
	3,077,562		2,473,811		2.87			2.72		Tax-exempt		11,330			2,588			13,918
	188,572		76,108		1.44			0.92		Federal funds and resell agreements		1,453			558			2,011
	410,163		664,752		0.57			0.35		Interest-bearing due from banks		(1,114	)		1,099			(15	)
	42,437		32,725		1.85			1.46		Trading securities		134			120			254
	18,256,621		16,496,213		3.03			2.75		Total		67,200			25,150			92,350
										Change in interest incurred on:
	9,432,720		8,150,588		0.19			0.18		Interest-bearing deposits		2,370			1,297			3,667
	2,005,631		1,590,776		0.33			0.11		Federal funds and repurchase agreements		573			4,166			4,739
	85,658		59,174		3.79			4.33		Notes payable		1,035			(347	)		688
$	11,524,009	$	9,800,538		0.24	%		0.19	%	Total		3,978			5,116			9,094
										Net interest income	$	63,222		$	20,034		$	83,256

26

Table 3

ANALYSIS OF NET INTEREST MARGIN (in thousands)

	2017			2016			2015
Average earning assets	$	19,017,974		$	18,256,621		$	16,496,213
Interest-bearing liabilities		12,173,909			11,524,009			9,800,538
Interest-free funds	$	6,844,065		$	6,732,612		$	6,695,675
Free funds ratio (interest free funds to average earning assets)		35.99	%		36.88	%		40.59	%
Tax-equivalent yield on earning assets		3.45	%		3.03	%		2.75	%
Cost of interest-bearing liabilities		0.48			0.24			0.19
Net interest spread		2.97	%		2.79	%		2.56	%
Benefit of interest-free funds		0.18			0.09			0.08
Net interest margin		3.15	%		2.88	%		2.64	%

The Company experienced an increase in net interest income of $63.6 million, or 12.8 percent, for the year-ended December 31, 2017, compared to 2016.  This follows an increase of $83.3 million, or 20.2 percent, for the year-ended December 31, 2016, compared to 2015.  Average earning assets for the year ended December 31, 2017 increased by $761.4 million, or 4.2 percent, compared to the same period in 2016.  Net interest margin, on a tax-equivalent basis, increased to 3.15 percent for 2017 compared to 2.88 percent in 2016.  As illustrated in Table 2, the 2016 and 2015 increases are primarily due to the favorable volume variances in earning assets driven by the impacts of the acquisition of Marquette Financial Companies (Marquette) in 2015.  

The Company funds a significant portion of its balance sheet with noninterest-bearing demand deposits.  Noninterest-bearing demand deposits represented 37.9 percent, 40.2 percent and 41.8 percent of total outstanding deposits at December 31, 2017, 2016 and 2015, respectively.  As illustrated in Table 3, the impact from these interest-free funds was 18 basis points in 2017, as compared to nine basis points in 2016 and eight basis points in 2015.

The Company has experienced an increase in net interest income during 2017 due to a volume variance of $33.9 million and a rate variance of $29.7 million.  The average rate on earning assets during 2017 has increased by 42 basis points, while the average rate on interest-bearing liabilities increased by 24 basis points, resulting in an 18 basis point increase in spread.  The volume of loans has increased from an average of $10.0 billion in 2016 to an average of $10.8 billion in 2017.  Loan-related earning assets tend to generate a higher spread than those earned in the Company’s investment portfolio.  By design, the Company’s investment portfolio is moderate in duration and liquid in its composition of assets.  

During 2018, approximately $900 million of available for sale securities are expected to have principal repayments.  This includes approximately $243 million which will have principal repayments during the first quarter of 2018.  The available for sale investment portfolio had an average life of 51.7 months, 54.3 months, and 44.8 months as of December 31, 2017, 2016, and 2015, respectively. 

Provision and Allowance for Loan Losses

The allowance for loan losses (ALL) represents management’s judgment of the losses inherent in the Company’s loan portfolio as of the balance sheet date.  An analysis is performed quarterly to determine the appropriate balance of the ALL.  The analysis reflects loan quality trends, including the levels of and trends related to non-accrual loans, past due loans, potential problem loans, criticized loans and net charge-offs or recoveries, among other factors.  After the balance sheet analysis is performed for the ALL, the provision for loan losses is computed as the amount required to adjust the ALL to the appropriate level.

Table 4 presents the components of the allowance by loan portfolio segment.  The Company manages the ALL against the risk in the entire loan portfolio and therefore, the allocation of the ALL to a particular loan segment may change in the future.  Management of the Company believes the present ALL is adequate considering the Company’s loss experience, delinquency trends and current economic conditions.  Future economic conditions and borrowers’ ability to meet their obligations, however, are uncertainties which could affect the Company’s ALL and/or need to change its current level of provision.  For more information on loan portfolio segments and ALL

27

methodology refer to Note 3, “Loans and Allowance for Loan Losses,” in the Notes to the Consolidated Financial Statements.

Table 4

ALLOCATION OF ALLOWANCE FOR LOAN LOSSES (in thousands)

This table presents an allocation of the allowance for loan losses by loan portfolio segment, which represents the inherent probable loss derived by both quantitative and qualitative methods. The amounts presented are not necessarily indicative of actual future charge-offs in any particular category and are subject to change.

	December 31,
Loan Category	2017		2016		2015		2014		2013
Commercial	$	81,156	$	71,657	$	63,847	$	55,349	$	48,886
Real estate		9,312		10,569		8,220		10,725		15,342
Consumer		10,083		9,311		8,949		9,921		10,447
Leases		53		112		127		145		76
Total allowance	$	100,604	$	91,649	$	81,143	$	76,140	$	74,751

Table 5 presents a five-year summary of the Company’s ALL.  Also, please see “Quantitative and Qualitative Disclosures About Market Risk—Credit Risk Management” on page 51 in this report for information relating to nonaccrual, past due, restructured loans, and other credit risk matters.  For more information on loan portfolio segments and ALL methodology refer to Note 3, “Loans and Allowance for Loan Losses,” in the Notes to the Consolidated Financial Statements.

As illustrated in Table 5 below, the ALL increased as a percentage of total loans to 0.89 percent as of December 31, 2017, compared to 0.87 percent as of December 31, 2016.  Based on the factors above, the provision for loan loss totaled $41.0 million for the year-ended December 31, 2017, which is an increase of $8.5 million, or 26.2 percent, compared to the same period in 2016.  This provision for loan losses totaled $32.5 million and $15.5 million for the years-ended December 31, 2016 and 2015, respectively.

28

Table 5

ANALYSIS OF ALLOWANCE FOR LOAN LOSSES (in thousands)

	2017			2016			2015			2014			2013
Allowance-beginning of year	$	91,649		$	81,143		$	76,140		$	74,751		$	71,426
Provision for loan losses		41,000			32,500			15,500			17,000			17,500
Charge-offs:
Commercial		(27,985	)		(12,788	)		(5,239	)		(7,307	)		(4,748	)
Consumer
Credit card		(8,681	)		(8,436	)		(8,555	)		(10,104	)		(10,531	)
Other		(948	)		(843	)		(1,103	)		(1,323	)		(1,600	)
Real estate		(992	)		(6,756	)		(214	)		(259	)		(775	)
Total charge-offs		(38,606	)		(28,823	)		(15,111	)		(18,993	)		(17,654	)
Recoveries:
Commercial		3,522			3,596			1,824			848			867
Consumer
Credit card		1,540			1,730			1,802			1,803			1,720
Other		533			518			667			687			815
Real estate		966			985			321			44			77
Total recoveries		6,561			6,829			4,614			3,382			3,479
Net charge-offs		(32,045	)		(21,994	)		(10,497	)		(15,611	)		(14,175	)
Allowance-end of year	$	100,604		$	91,649		$	81,143		$	76,140		$	74,751
Average loans, net of unearned interest	$	10,841,486		$	9,986,151		$	8,423,997		$	6,974,246		$	6,217,240
Loans at end of year, net of unearned    interest		11,280,514			10,540,383			9,430,761			7,465,794			6,520,512
Allowance to loans at year-end		0.89	%		0.87	%		0.86	%		1.02	%		1.15	%
Allowance as a multiple of net charge-offs		3.14	x		4.17	x		7.73	x		4.88	x		5.27	x
Net charge-offs to:
Provision for loan losses		78.16	%		67.67	%		67.72	%		91.83	%		81.00	%
Average loans		0.30			0.22			0.12			0.22			0.23

Noninterest Income

A key objective of the Company is the growth of noninterest income to provide a diverse source of revenue not directly tied to interest rates.  Fee-based services are typically non-credit related and are not generally affected by fluctuations in interest rates.  Noninterest income increased in 2017 by $21.1 million, or 5.2 percent, compared to 2016 and increased in 2016 by $31.9 million, or 8.6 percent, compared to 2015.  The increase in 2017 is primarily attributable to trust and securities processing, increase in bank-owned and company-owned life insurance income, brokerage income, and bankcard income, partially offset by lower gains on sales of available-for-sale securities and equity earnings on alternative investments.  The increase in 2016, compared to 2015, is primarily attributable to higher equity earnings on alternative investments, increases in bank-owned and company-owned life insurance income, and brokerage income.  

The Company’s fee-based services offer multiple products and services to customers which management believes will more closely align to the customer’s product demand with the Company.  The Company is currently emphasizing fee-based services including trust and securities processing, bankcard, securities trading & brokerage and cash & treasury management.  Management believes that it can offer these products and services both efficiently and profitably, as most have common platforms and support structures.

29

Table 6

SUMMARY OF NONINTEREST INCOME (in thousands)

	Year Ended December 31,								Dollar Change						Percent Change
	2017			2016		2015			17-16			16-15			17-16			16-15
Trust and securities processing	$	176,646		$	166,315	$	166,261		$	10,331		$	54			6.2	%		—	%
Trading and investment banking		23,183			21,422		20,218			1,761			1,204			8.2			6.0
Service charges on deposit accounts		87,680			86,662		86,460			1,018			202			1.2			0.2
Insurance fees and commissions		1,972			4,188		2,530			(2,216	)		1,658			(52.9	)		65.5
Brokerage fees		23,208			17,833		11,753			5,375			6,080			30.1			51.7
Bankcard fees		73,030			68,749		69,211			4,281			(462	)		6.2			(0.7	)
Gains on sales of securities available for    sale, net		4,192			8,509		10,402			(4,317	)		(1,893	)		(50.7	)		(18.2	)
Equity (losses) earnings on alternative    investments		(1,108	)		2,695		(12,188	)		(3,803	)		14,883		(>100.0)			>100.0
Other		34,759			26,138		16,012			8,621			10,126			33.0			63.2
Total noninterest income	$	423,562		$	402,511	$	370,659		$	21,051		$	31,852			5.2	%		8.6	%

Noninterest income and the year-over-year changes in noninterest income are summarized in Table 6 above.  The dollar change and percent change columns highlight the respective net increase or decrease in the categories of noninterest income in 2017 compared to 2016, and in 2016 compared to 2015.

Trust and securities processing income consists of fees earned on personal and corporate trust accounts, custody of securities services, trust investments and wealth management services, and mutual fund assets servicing.  This income category increased by $10.3 million, or 6.2 percent in 2017, compared to 2016, and was flat in 2016, compared to 2015.  The Company increased fee income from wealth management services by $5.3 million, from fund administration and custody services by $3.3 million, and corporate trust revenue by $1.7 million in 2017, compared to 2016.  

Brokerage fees increased $5.4 million, or 30.1 percent, in 2017 compared to 2016 and increased $6.1 million, or 51.7 percent, in 2016 compared to 2015 primarily due to an increase in 12b-1 income driven by an increase in interest rates.

Bankcard fees increased $4.3 million, or 6.2 percent, in 2017 compared to 2016 and was flat in 2016 compared to 2015.  The increase in 2017 compared to 2016 was driven by increased interchange income.

Gains on sales of securities available for sale decreased $4.3 million in 2017 compared to 2016 and decreased by $1.9 million in 2016 compared to 2015.  The Company’s goal in the management of its available-for-sale securities portfolio is to maximize return within the Company’s parameters of liquidity goals, interest rate risk and credit risk. This can result in differences from period to period in the amount of realized gains.

Equity (losses) earnings on alternative investments decreased $3.8 million in 2017 compared to 2016 and increased $14.9 million in 2016 compared to 2015, primarily due to changes in the valuation of the underlying Prairie Capital Management (PCM) fund investments.

Other noninterest income increased $8.6 million, or 33.0 percent, in 2017 compared to 2016 and increased $10.1, or 63.2 percent, in 2016 compared to 2015 primarily due to an increase in bank-owned and company-owned life insurance income and increased derivative income.

Noninterest Expense

Noninterest expense increased in 2017 by $38.4 million, or 5.8 percent, compared to 2016 and increased in 2016 by $27.8 million, or 4.4 percent, compared to 2015.  The main drivers of the increase from 2016 to 2017 were salaries and employee benefits expense, processing fees, and equipment expense.  The main drivers of the increase from 2015 to 2016 were salaries and employee benefits expense, other noninterest expense, and equipment expense, offset by a decrease in legal and consulting expense.  Table 7 below summarizes the components of noninterest expense and the respective year-over-year changes for each category.  

30

Table 7

SUMMARY OF NONINTEREST EXPENSE (in thousands)

	Year Ended December 31,						Dollar Change						Percent Change
	2017		2016		2015		17-16			16-15			17-16			16-15
Salaries and employee benefits	$	413,830	$	390,059	$	367,606	$	23,771		$	22,453			6.1	%		6.1	%
Occupancy, net		44,462		44,255		43,274		207			981			0.5			2.3
Equipment		72,008		66,337		62,571		5,671			3,766			8.5			6.0
Supplies and services		17,173		18,535		17,988		(1,362	)		547			(7.3	)		3.0
Marketing and business development		21,469		21,208		21,996		261			(788	)		1.2			(3.6	)
Processing fees		42,331		36,005		36,149		6,326			(144	)		17.6			(0.4	)
Legal and consulting		23,406		20,801		26,186		2,605			(5,385	)		12.5			(20.6	)
Bankcard		19,471		20,757		20,288		(1,286	)		469			(6.2	)		2.3
Amortization of other intangible assets		7,326		8,695		8,171		(1,369	)		524			(15.7	)		6.4
Regulatory fees		15,527		14,178		12,125		1,349			2,053			9.5			16.9
Other		28,126		25,915		22,584		2,211			3,331			8.5			14.7
Total noninterest expense	$	705,129	$	666,745	$	638,938	$	38,384		$	27,807			5.8	%		4.4	%

Salaries and employee benefits expense increased $23.8 million, or 6.1 percent, in 2017 and $22.5 million, or 6.1 percent, in 2016.  The increase in both 2017 and 2016 is primarily due to higher employee base salaries, higher commissions and bonuses, and higher cost of benefits.  In 2017, salary and wage expense increased $9.9 million, or 4.0 percent, employee benefit expense increased $9.3 million, or 14.0 percent, and bonus and commission expense increased $4.6 million, or 6.1 percent.  From 2015 to 2016, base salaries increased by $10.7 million, or 4.5 percent, commissions and bonuses increased by $5.5 million, or 7.9 percent, and employee benefits increased by $6.2 million, or 10.4 percent.  Included within bonus and commission expense in 2016 is non-acquisition related expense of $4.2 million.  The Marquette acquisition contributed $8.2 million of increased salary and employee benefits expense in 2016 since it was the first full year of salary and benefits expense after the Marquette acquisition.    

Equipment expense increased $5.7 million, or 8.5 percent and $3.8 million, or 6.0 percent in 2017 and 2016, respectively.  This increase is driven by increased computer hardware and software expenses for investments for regulatory requirements, cyber security and the ongoing modernization of our core systems in both years.

Processing fees expense increased $6.3 million, or 17.6 percent, in 2017 compared to 2016 and was flat in 2016 compared to 2015.  This increase in 2017 is primarily driven by investments for regulatory requirements, cyber security, and the ongoing modernization of the Company’s core systems.

Legal and consulting expense increased $2.6 million, or 12.5 percent, in 2017 and decreased $5.4 million, or 20.6 percent in 2016.  This increase in 2017 was driven by an increase of $1.4 million in consulting expense and an increase of $1.3 million in legal and professional services expense.  The decrease in 2016 was driven by $4.8 million in legal and consulting expense related to the Marquette acquisition recognized in 2015.  

Other noninterest expense increased $2.2 million, or 8.5 percent and increased $3.3 million, or 14.7 percent, in 2017 and 2016, respectively.  The increase in 2017 was driven by increased contribution and derivative expense.  The increase in 2016 was primarily driven by an increase of $3.1 million in fair value adjustments to the contingent consideration liabilities on acquisitions.    

Income Taxes

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the Tax Act). The Tax Act includes numerous changes to existing tax law, including among other things, a permanent reduction in the federal corporate income tax rate from 35% to 21% effective January 1, 2018. While the Tax Act is expected to have a significant positive impact on the Company’s after-tax results, technical corrections or other forthcoming guidance could change how provisions of the Tax Act are interpreted, which may impact the Company’s effective tax rate and could affect the Company’s deferred tax assets, tax positions and tax liabilities.

Income tax expense for continuing operations totaled $53.4 million, $45.0 million and $31.7 million in 2017, 2016 and 2015, respectively.  These amounts equate to effective tax rates of 22.6 percent, 22.6 percent and 24.7

31

percent for 2017, 2016 and 2015, respectively.  The decrease in effective rate from 2015 to 2016 is primarily attributable to an increase in federal tax credits and a larger portion of income earned from excludable life insurance policy gains. The effective rate for 2017 remained consistent with 2016 even after taking into consideration the effective rate impact of the Tax Act.  The adverse rate impact of the Tax Act was favorably offset by a larger portion of income earned from tax-exempt interest and an increase in excess tax benefits associated with stock compensation. With the adoption of Accounting Standards Update (ASU) No. 2016-09, all excess tax benefits related to share-based awards were recognized in income tax expense for 2016 and 2017.

The Company calculated its best estimate of the impact of the Tax Act in its year end income tax provision in accordance with its understanding of the Tax Act and the guidance available as of the date of this filing and as a result has recorded $3.0 million as additional income tax expense in the fourth quarter of 2017. Given the complexity of the Tax Act, anticipated technical corrections or other forthcoming guidance, the various state income tax interpretations and the detailed analysis required, the adjustments reflected in the current and deferred tax accounts may be subject to further refinement as additional information becomes available and further analysis is performed.

For further information on income taxes refer to Note 16, “Income Taxes,” in the Notes to the Consolidated Financial Statements.

Business Segments

The Company has strategically aligned its operations into the following two reportable segments (collectively, the Business Segments): Bank and Asset Servicing. Senior executive officers regularly evaluate business segment financial results produced by the Company’s internal reporting system in deciding how to allocate resources and assess performance for individual Business Segments. Previously, the Company had the following four Business Segments: Bank, Institutional Investment Management, Asset Servicing, and Payment Solutions. In the first quarter of 2016, the Company merged the Payments Solutions segment into the Bank segment to better reflect how the core businesses, products and services are being evaluated by management currently. The Company’s Payment Solutions leadership structure and financial performance assessments are now included in the Bank segment, and accordingly, the reportable segments were realigned to reflect these changes.  Additionally, in November 2017, the Company sold all of the outstanding stock of Scout, its institutional investment management subsidiary.  As the operations of Scout are now included in discontinued operations, the Company no longer presents this segment’s operations as one of its business segments. The management accounting system assigns balance sheet and income statement items to each Business Segment using methodologies that are refined on an ongoing basis.

Table 8

Bank Operating Results

	Year Ended December 31,				Dollar Change		Percent Change
	2017		2016		17-16		17-16
Net interest income	$	546,000	$	484,716	$	61,284		12.6	%
Provision for loan losses		41,000		32,500		8,500		26.2
Noninterest income		328,550		309,889		18,661		6.0
Noninterest expense		616,883		582,719		34,164		5.9
Income before taxes		216,667		179,386		37,281		20.8
Income tax expense		49,522		40,406		9,116		22.6
Net income	$	167,145	$	138,980	$	28,165		20.3	%

Bank net income increased by $28.2 million, or 20.3 percent, to $167.1 million for the year ended December 31, 2017, compared to the same period in 2016.  Net interest income increased $61.3 million, or 12.6 percent, for the year ended December 31, 2017, compared to the same period in 2016, primarily driven by strong loan growth, a change in the Bank’s earning asset mix, and higher loan yields. Provision for loan losses increased by $8.5 million to adjust the related ALL to the appropriate level based on the inherent risk in the loan portfolio for this segment.  

32

Noninterest income increased $18.7 million, or 6.0 percent, over the same period in 2016 primarily driven by the following increases: bank-owned and company-owned life insurance income of $6.6 million, brokerage and mutual fund income of $5.4 million driven by an increase in 12b-1 fees, wealth management revenue of $5.3 million, card services income of $4.3 million driven by higher interchange and lower rewards costs, corporate trust income of $1.8 million, higher derivative income of $1.3 million, and deposit service charges of $1.0 million driven by higher healthcare service charges.  These increases were offset by decreases of $4.3 million in gains on securities available for sale and $3.8 million in equity earnings on alternative investments.  

Noninterest expense increased $34.2 million, or 5.9 percent, to $616.9 million for the year ended December 31, 2017, compared to the same period in 2016.  The increase in noninterest expense is due to the following increases: $19.5 million in technology, service, and overhead expenses due to the ongoing modernization of our core systems, $10.8 million in salary and benefit expense primarily due to higher deferred compensation expense and profit sharing expense, $2.9 million in processing fees, $2.5 million in regulatory expense, and $0.9 million in legal and consulting expense.  These increases were partially offset by a decrease of $1.0 million in bankcard expense and a decrease of $1.0 million in amortization expense.

Table 9

Asset Servicing Operating Results

	Year Ended December 31,				Dollar Change			Percent Change
	2017		2016		17-16			17-16
Net interest income	$	12,913	$	10,607	$	2,306			21.7	%
Provision for loan losses		—		—		—			—
Noninterest income		95,012		92,622		2,390			2.6
Noninterest expense		88,246		84,026		4,220			5.0
Income before taxes		19,679		19,203		476			2.5
Income tax expense		3,848		4,549		(701	)		(15.4	)
Net income	$	15,831	$	14,654	$	1,177			8.0	%

For the year ended December 31, 2017, Asset Servicing net income increased $1.2 million, or 8.0 percent, to $15.8 million as compared to the same period in 2016.  Net interest income increased $2.3 million compared to the same period last year due to an increase in deposits, coupled with an overall increase in deposit funds transfer credit.  Noninterest income increased $2.4 million, or 2.6 percent, largely due to increased alternative investment fees.  As of December 31, 2017, assets under administration totaled $206.3 billion compared to $188.7 billion at December 31, 2016 and $185.6 billion at December 31, 2015.  For the year ended December 31, 2017, noninterest expense increased $4.2 million, or 5.0 percent, as compared to the same period last year, primarily due to increases of $3.5 million in salary and benefits expense, $0.3 million in furniture and equipment expense, and $0.3 million in processing fees expense.

33

Balance Sheet Analysis

Loans and Loans Held For Sale

Loans represent the Company’s largest source of interest income.  Loan balances held for investment increased by $740.1 million, or 7.0 percent, in 2017.  This increase was primarily driven by an increase of $397.7 million, or 12.6 percent, in commercial real estate loans, $142.2 million, or 3.2 percent, in commercial loans, $110.7 million, or 49.0 percent in asset-based loans, and $90.2 million, or 16.5 percent in residential real estate loans.

Table 10

ANALYSIS OF LOANS BY TYPE (in thousands)

	December 31,
	2017			2016			2015			2014			2013
Commercial	$	4,553,040		$	4,410,806		$	4,205,736		$	3,814,009		$	3,301,503
Asset-based		336,614			225,878			219,244			—			—
Factoring		221,672			139,902			90,686			—			—
Commercial - credit card		172,291			146,735			125,361			115,709			103,270
Real estate - construction		717,849			741,804			416,568			256,006			152,875
Real estate - commercial		3,563,630			3,165,922			2,662,772			1,866,301			1,702,151
Leases		23,967			39,532			41,857			39,090			23,981
Total business-related		9,589,063			8,870,579			7,762,224			6,091,115			5,283,780
Real estate - residential		638,591			548,350			492,227			319,827			289,356
Real estate - HELOC		648,379			711,794			729,963			643,586			566,128
Consumer - credit card		252,697			270,098			291,570			310,296			318,336
Consumer - other		151,783			139,562			154,777			100,970			62,912
Total consumer-related		1,691,450			1,669,804			1,668,537			1,374,679			1,236,732
Loans before allowance and loans held for sale		11,280,513			10,540,383			9,430,761			7,465,794			6,520,512
Allowance for loan losses		(100,604	)		(91,649	)		(81,143	)		(76,140	)		(74,751	)
Net loans		11,179,909			10,448,734			9,349,618			7,389,654			6,445,761
Loans held for sale		1,460			5,279			589			624			1,357
Net loans and loans held for sale	$	11,181,369		$	10,454,013		$	9,350,207		$	7,390,278		$	6,447,118
As a % of total loans and loans held for sale
Commercial		40.36	%		41.84	%		44.60	%		51.08	%		50.63	%
Asset-based		2.98			2.14			2.32			—			—
Factoring		1.96			1.33			0.96			—			—
Commercial - credit card		1.53			1.39			1.33			1.55			1.58
Real estate – construction		6.36			7.03			4.42			3.43			2.34
Real estate – commercial		31.59			30.02			28.23			25.00			26.10
Leases		0.21			0.37			0.44			0.52			0.37
Total business-related		84.99			84.12			82.30			81.58			81.02
Real estate - residential		5.65			5.20			5.22			4.28			4.44
Real estate - HELOC		5.75			6.75			7.74			8.62			8.68
Consumer - credit card		2.24			2.56			3.09			4.16			4.88
Consumer - other		1.35			1.32			1.64			1.35			0.96
Total consumer-related		14.99			15.83			17.69			18.41			18.96
Loans held for sale		0.02			0.05			0.01			0.01			0.02
Total loans and loans held for sale		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%

34

Included in Table 10 is a five-year breakdown of loans by type.  Business-related loans continue to represent the largest segment of the Company’s loan portfolio, comprising approximately 85.0 percent and 84.1 percent of total loans and loans held for sale at the end of 2017and 2016, respectively.  

Commercial loans represent the largest percent of total loans.  Commercial loans at December 31, 2017 have increased $142.2 million, or 3.2 percent, as compared to December 31, 2016, to 40.4 percent of total loans.  Commercial loans represented 41.8 percent of total loans at December 31, 2016.  Despite the Company increasing its capacity to lend through increased commitments during 2017, commercial line utilization has remained low.

As a percentage of total loans, commercial real estate and construction real estate loans now comprise 37.9 percent of total loans compared to 37.1 percent in 2016.  Commercial real estate loans increased $397.7 million, or 12.6 percent, and construction real estate loans decreased $24.0 million, or 3.2 percent, compared to 2016.  Generally, these loans are made for working capital or expansion purposes and are primarily secured by real estate with a maximum loan-to-value of 80 percent.  Most of these properties are owner-occupied and/or have other collateral or guarantees as security.

Asset based loans increased $110.7 million, or 49.0 percent, and represented 3.0 percent of total loans as of December 31, 2017.  Factoring loans increased $81.8 million, or 58.4 percent, and represented 2.0 percent of total loans as of December 31, 2017.

Residential real estate increased $90.2 million, or 16.5 percent, and represented 5.7 percent of total loans.  HELOC loans decreased $63.4 million, or 8.9 percent, and represent 5.8 percent of total loans.

Nonaccrual, past due and restructured loans are discussed under “Quantitative and Qualitative Disclosure about Market Risk – Credit Risk Management” in Item 7A on page 51 of this report.

Investment Securities

The Company’s investment portfolio contains trading, available-for-sale (AFS), and held-to-maturity (HTM) securities as well as FRB stock, Federal Home Loan Bank (FHLB) stock, and other miscellaneous investments.  Investment securities totaled $7.6 billion as of December 31, 2017 and $7.7 billion as of December 31, 2016 and comprised 37.5 percent and 40.1 percent of the Company’s earning assets, respectively, as of those dates.  

The Company’s AFS securities portfolio comprised 81.9 percent of the Company’s investment securities portfolio at December 31, 2017, compared to 84.1 percent at year-end 2016.  The Company’s AFS securities portfolio provides liquidity as a result of the composition and average life of the underlying securities.  This liquidity can be used to fund loan growth or to offset the outflow of traditional funding sources.  The average life of the AFS securities portfolio decreased from 54.3 months at December 31, 2016 to 51.7 months at December 31, 2017 due to portfolio mix changes. In addition to providing a potential source of liquidity, the AFS securities portfolio can be used as a tool to manage interest rate sensitivity.  The Company’s goal in the management of its AFS securities portfolio is to maximize return within the Company’s parameters of liquidity goals, interest rate risk and credit risk.  

Management expects collateral pledging requirements for public funds, loan demand, and deposit funding to be the primary factors impacting changes in the level of AFS securities.  There were $5.7 billion of AFS securities pledged to secure U.S. Government deposits, other public deposits, certain trust deposits, derivative transactions, and repurchase agreements at December 31, 2017.  Of this amount, securities with a market value of $1.8 billion at December 31, 2017 were pledged at the Federal Reserve Discount Window but were unencumbered as of that date.

The Company’s HTM securities portfolio consists of private placement bonds, which are issued primarily to refinance existing revenue bonds in the healthcare and education sectors.  The HTM portfolio totaled $1.3 billion as of December 31, 2017, an increase of $145.1 million, or 13.0 percent, from December 31, 2016.  The average life of the HTM portfolio was 7.2 years at December 31, 2017, compared to 7.4 years at December 31, 2016.

The securities portfolio generates the Company’s second largest component of interest income.  The AFS and HTM securities portfolios achieved an average yield on a tax-equivalent basis of 2.45 percent for 2017, compared to 2.12 percent in 2016, and 1.95 percent in 2015.  Securities available for sale had a net unrealized loss of $75.4 million at year-end, compared to a net unrealized loss of $92.4 million the preceding year.This market value change primarily reflects the impact of a shorter average life offsetting the impact from rising mid-term market interest rates, as well as relatively unchanged longer-term market interest rates as of December 31, 2017, compared to

35

December 31, 2016.  These amounts are reflected, on an after-tax basis, in the Company’s Accumulated other comprehensive income (loss) in shareholders’ equity, as an unrealized loss of $44.5 million at year-end 2017, compared to an unrealized loss of $57.2 million for 2016.The AFS securities portfolio contains securities that have unrealized losses and are not deemed to be other-than-temporarily impaired (see the table of these securities in Note 4, “Securities,” in the Notes to the Consolidated Financial Statements on page 75 of this document).  The unrealized losses in the Company’s investments in direct obligations of U.S. Treasury obligations, U.S. government agencies, federal agency mortgage-backed securities, municipal securities, and corporates were caused by changes in interest rates.  The Company does not have the intent to sell these securities and does not believe it is more likely than not that the Company will be required to sell these securities before a recovery of fair value.  The Company expects to recover its cost basis in the securities and does not consider these investments to be other-than-temporarily impaired at December 31, 2017.

Included in Tables 11 and 12 are analyses of the cost, fair value and average yield (tax-equivalent basis) of securities available for sale and securities held to maturity.

Table 11

SECURITIES AVAILABLE FOR SALE (in thousands)

December 31, 2017	Amortized Cost		Fair Value
U.S. Treasury	$	40,092	$	38,643
U.S. Agencies		14,762		14,752
Mortgage-backed		3,719,369		3,649,243
State and political subdivisions		2,546,517		2,542,673
Corporates		13,278		13,266
Total	$	6,334,018	$	6,258,577

December 31, 2016	Amortized Cost		Fair Value
U.S. Treasury	$	95,315	$	93,826
U.S. Agencies		198,158		198,177
Mortgage-backed		3,773,090		3,711,699
State and political subdivisions		2,425,155		2,395,757
Corporates		66,997		66,875
Total	$	6,558,715	$	6,466,334

December 31, 2015	Amortized Cost		Fair Value
U.S. Treasury	$	350,354	$	349,779
U.S. Agencies		667,414		666,389
Mortgage-backed		3,598,115		3,572,446
State and political subdivisions		2,116,543		2,138,413
Corporates		80,585		79,922
Total	$	6,813,011	$	6,806,949

	U.S. Treasury Securities					U.S. Agency Securities
December 31, 2017	Fair Value		Weighted Average Yield			Fair Value		Weighted Average Yield
Due in one year or less	$	—		—	%	$	14,553		1.24	%
Due after 1 year through 5 years		29,223		1.21			199		1.46
Due after 5 years through 10 years		9,420		1.48			—		—
Due after 10 years		—		—			—		—
Total	$	38,643		1.28	%	$	14,752		1.24	%

36

	Mortgage-backed Securities					State and Political Subdivisions
December 31, 2017	Fair Value		Weighted Average Yield			Fair Value		Weighted Average Yield
Due in one year or less	$	12,823		2.87	%	$	260,957		2.06	%
Due after 1 year through 5 years		2,541,152		2.08			1,096,967		2.56
Due after 5 years through 10 years		1,057,436		2.27			822,801		2.91
Due after 10 years		37,832		3.17			361,948		3.44
Total	$	3,649,243		2.15	%	$	2,542,673		2.74	%

	Corporates
December 31, 2017	Fair Value		Weighted Average Yield
Due in one year or less	$	13,266		1.31	%
Due after 1 year through 5 years		—		—
Due after 5 years through 10 years		—		—
Due after 10 years		—		—
Total	$	13,266		1.31	%

	U.S. Treasury Securities					U.S. Agency Securities
December 31, 2016	Fair Value		Weighted Average Yield			Fair Value		Weighted Average Yield
Due in one year or less	$	55,240		0.72	%	$	181,209		0.83	%
Due after 1 year through 5 years		29,260		1.21			16,968		1.31
Due after 5 years through 10 years		9,326		1.48			—		—
Due after 10 years		—		—			—		—
Total	$	93,826		0.95	%	$	198,177		0.87	%

	Mortgage-backed Securities					State and Political Subdivisions
December 31, 2016	Fair Value		Weighted Average Yield			Fair Value		Weighted Average Yield
Due in one year or less	$	21,906		3.00	%	$	221,261		1.99	%
Due after 1 year through 5 years		2,853,678		2.01			1,035,482		2.46
Due after 5 years through 10 years		812,041		1.98			853,368		2.83
Due after 10 years		24,074		3.18			285,646		3.05
Total	$	3,711,699		2.02	%	$	2,395,757		2.62	%

	Corporates
December 31, 2016	Fair Value		Weighted Average Yield
Due in one year or less	$	53,205		1.09	%
Due after 1 year through 5 years		13,670		1.31
Due after 5 years through 10 years		—		—
Due after 10 years		—		—
Total	$	66,875		1.13	%

	U.S. Treasury Securities					U.S. Agency Securities
December 31, 2015	Fair Value		Weighted Average Yield			Fair Value		Weighted Average Yield
Due in one year or less	$	284,452		0.59	%	$	416,993		0.60	%
Due after 1 year through 5 years		65,327		0.85			246,298		0.92
Due after 5 years through 10 years		—		—			3,098		—
Due after 10 years		—		—			—		—
Total	$	349,779		0.64	%	$	666,389		0.72	%

37

	Mortgage-backed Securities					State and Political Subdivisions
December 31, 2015	Fair Value		Weighted Average Yield			Fair Value		Weighted Average Yield
Due in one year or less	$	43,570		3.30	%	$	296,543		1.69	%
Due after 1 year through 5 years		3,130,350		2.02			894,275		2.46
Due after 5 years through 10 years		381,369		1.99			866,060		2.92
Due after 10 years		17,157		3.28			81,535		3.34
Total	$	3,572,446		2.03	%	$	2,138,413		2.57	%

	Corporates
December 31, 2015	Fair Value		Weighted Average Yield
Due in one year or less	$	—		—	%
Due after 1 year through 5 years		79,922		1.11
Due after 5 years through 10 years		—		—
Due after 10 years		—		—
Total	$	79,922		1.11	%

Table 12

SECURITIES HELD TO MATURITY (in thousands)

December 31, 2017	Amortized Cost		Fair Value		Weighted Average Yield/Average Maturity
Due in one year or less	$	2,275	$	2,254		2.11	%
Due after 1 year through 5 years		100,648		100,925		2.61
Due after 5 years through 10 years		372,234		363,123		2.29
Due over 10 years		785,857		741,145		2.65
Total	$	1,261,014	$	1,207,447		2.54	%
December 31, 2016
Due in one year or less	$	6,077	$	5,135		2.13	%
Due after 1 year through 5 years		82,650		83,552		2.66
Due after 5 years through 10 years		341,741		347,574		2.21
Due over 10 years		685,464		669,766		2.59
Total	$	1,115,932	$	1,106,027		2.48	%
December 31, 2015
Due in one year or less	$	17,265	$	17,893		2.27	%
Due after 1 year through 5 years		77,237		80,047		2.28
Due after 5 years through 10 years		370,631		384,117		2.52
Due over 10 years		201,973		209,322		2.00
Total	$	667,106	$	691,379		2.33	%

38

FEDERAL RESERVE BANK STOCK AND OTHER SECURITIES (in thousands)

	Amortized		Fair
	Cost		Value
2017
FRB and FHLB stock	$	33,262	$	33,262
Other securities – marketable		3		4,640
Other securities – non-marketable		26,606		27,995
Total Federal Reserve Bank stock and other	$	59,871	$	65,897
2016
FRB and FHLB stock	$	33,262	$	33,262
Other securities – marketable		4		9,952
Other securities – non-marketable		24,272		25,092
Total Federal Reserve Bank stock and other	$	57,538	$	68,306
2015
FRB and FHLB stock	$	33,215	$	33,215
Other securities – marketable		5		7,164
Other securities – non-marketable		23,855		24,819
Total Federal Reserve Bank stock and other	$	57,075	$	65,198

Other marketable and non-marketable securities include PCM alternative investments in hedge funds and private equity funds, which are accounted for as equity-method investments.  The fair value of other marketable securities includes alternative investment securities of $4.6 million at December 31, 2017, compared to $10.0 million at December 31, 2016.  The fair value of other non-marketable securities includes the alternative investment securities fair value of $3.4 million and $2.0 million at December 31, 2017 and December 31, 2016, respectively.  

Other Earning Assets

Federal funds transactions essentially are overnight loans between financial institutions, which allow for either the daily investment of excess funds or the daily borrowing of another institution’s funds in order to meet short-term liquidity needs.  The net borrowed position was $6.2 million at December 31, 2017, and $418.9 million at December 31, 2016.  

The Bank buys and sells federal funds as agent for non-affiliated banks.  Because the transactions are pursuant to agency arrangements, these transactions do not appear on the balance sheet and averaged $217.1 million in 2017 and $224.8 million in 2016.

At December 31, 2017, the Company held securities purchased under agreements to resell of $186.5 million compared to $323.4 million at December 31, 2016.  The Company uses these instruments as short-term secured investments, in lieu of selling federal funds, or to acquire securities required for collateral purposes.  Balances will fluctuate based on the Company’s liquidity and investment decisions as well as the Company’s correspondent bank borrowing levels.  These investments averaged $186.8 million in 2017 and $180.7 million in 2016.

The Company also maintains an active securities trading inventory.  The average holdings in the securities trading inventory in 2017 were $57.0 million, compared to $42.4 million in 2016, and were recorded at market value.  As discussed in “Quantitative and Qualitative Disclosures About Market Risk -- Trading Account” in Part II, Item 7A on page 50, the Company offsets the trading account securities by the sale of exchange-traded financial futures contracts, with both the trading account and futures contracts marked to market daily.

Interest-bearing due from banks totaled $1.4 billion as of December 31, 2017 compared to $715.8 million as of December 31, 2016 and includes amounts due from the FRB and interest-bearing accounts held at other financial institutions.  The amount due from the FRB totaled $1.3 billion and $641.8 million at December 31, 2017 and 2016, respectively.  The increase in the FRB balance from 2016 to 2017 is primarily due to an increase in public fund and institutional deposit balances.  The interest-bearing accounts held at other financial institutions totaled $28.2 million and $74.0 million at December 31, 2017 and 2016, respectively.    

39

Deposits and Borrowed Funds

Deposits represent the Company’s primary funding source for its asset base.  In addition to the core deposits garnered by the Company’s retail branch structure, the Company continues to focus on its cash management services, as well as its asset management and mutual fund servicing businesses in order to attract and retain additional core deposits.  Deposits totaled $18.0 billion at December 31, 2017 and $16.6 billion at December 31, 2016, an increase of $1.5 billion or 8.8 percent. Deposits averaged $15.9 billion in 2017, and $15.3 billion in 2016.

Noninterest-bearing demand deposits averaged $5.9 billion in 2017 and 2016.  These deposits represented 37.2 percent of average deposits in 2017, compared to 38.5 percent in 2016.  The Company’s large commercial customer base provides a significant source of noninterest-bearing deposits.  Many of these commercial accounts do not earn interest; however, they receive an earnings credit to offset the cost of other services provided by the Company.

Table 13

MATURITIES OF TIME DEPOSITS OF $250,000 OR MORE (in thousands)

	December 31,
	2017		2016		2015
Maturing within 3 months	$	524,173	$	295,395	$	300,729
After 3 months but within 6 months		116,491		111,043		26,250
After 6 months but within 12 months		44,986		47,664		55,988
After 12 months		46,624		68,030		100,945
Total	$	732,274	$	522,132	$	483,912

Table 14

ANALYSIS OF AVERAGE DEPOSITS (in thousands)

	December 31,
	2017			2016			2015
Amount:
Noninterest-bearing demand	$	5,936,172		$	5,906,021		$	5,927,702
Interest-bearing demand and savings		8,819,387			8,267,634			7,010,302
Time deposits under $250,000		373,553			601,383			700,916
Total core deposits		15,129,112			14,775,038			13,638,920
Time deposits of $250,000 or more		809,557			563,703			439,370
Total deposits	$	15,938,669		$	15,338,741		$	14,078,290
As a % of total deposits:
Noninterest-bearing demand		37.24	%		38.50	%		42.11	%
Interest-bearing demand and savings		55.34			53.90			49.79
Time deposits under $250,000		2.34			3.92			4.98
Total core deposits		94.92			96.32			96.88
Time deposits of $250,000 or more		5.08			3.68			3.12
Total deposits		100.00	%		100.00	%		100.00	%

Repurchase agreements are transactions involving the exchange of investment funds by the customer for securities by the Company, under an agreement to repurchase the same issues at an agreed-upon price and date.  Securities sold under agreements to repurchase and federal funds purchased totaled $1.3 billion at December 31, 2017, and $1.9 billion at December 31, 2016. These agreements averaged $2.1 billion in 2017 and $2.0 billion in 2016.  The Company enters into these transactions with its downstream correspondent banks, commercial customers, and various trust, mutual fund, and local government relationships.

The Company is a member bank with the FHLB of Des Moines, and through this relationship, the Company owns $10.0 million of FHLB stock and has access to additional liquidity and funding sources through FHLB

40

advances.  The Company’s borrowing capacity is dependent upon the amount of collateral the Company places at the FHLB.  Based on the collateral pledged, the Company had $2.0billion of borrowing capacity at the FHLB at December 31, 2017.  As of December 31,2017, the FHLB had issued three letters of credit totaling $300.0 million on behalf of the Company to secure public fund deposits, all of which expired in January 2018.  The letters of credit reduced the Company’s borrowing capacity with the FHLB to $1.7 billion as of December 31, 2017.  The Company had no outstanding advances at FHLB Des Moines as of December 31, 2017.  

Table 15

SHORT-TERM BORROWINGS (in thousands)

	2017					2016					2015
	Amount		Rate			Amount		Rate			Amount		Rate
At December 31:
Federal funds purchased	$	11,334		1.27	%	$	419,843		0.50	%	$	66,855		0.19	%
Repurchase agreements		1,249,370		1.10			1,437,094		0.45			1,751,207		0.30
Other		—		—			—		—			5,009		0.98
Total	$	1,260,704		1.10	%	$	1,856,937		0.46	%	$	1,823,071		0.30	%
Average for year:
Federal funds purchased	$	879,857		1.37	%	$	439,062		0.60	%	$	48,318		0.28	%
Repurchase agreements		1,215,254		0.76			1,566,569		0.30			1,542,459		0.11
Other		3		—			3,753		0.72			1,853		0.98
Total	$	2,095,114		0.85	%	$	2,009,384		0.33	%	$	1,592,630		0.11	%
Maximum month-end balance:
Federal funds purchased	$	1,737,252				$	1,094,017				$	269,379
Repurchase agreements		1,475,361					1,815,830					1,907,468
Other		—					—					109,522

Long-term debt totaled $79.3 million at December 31, 2017.  The majority of the Company’s long-term debt was assumed from the acquisition of Marquette and consists of debt obligations payable to four unconsolidated trusts (Marquette Capital Trust I, Marquette Capital Trust II, Marquette Capital Trust III, and Marquette Capital Trust IV) that previously issued trust preferred securities.  These long-term debt obligations had an aggregate contractual balance of $103.1 million and had a carrying value of $68.3 million at December 31, 2017.  Interest rates on trust preferred securities are tied to the three-month London Interbank Offered Rate (LIBOR) with spreads ranging from 133 basis points to 160 basis points, and reset quarterly. The trust preferred securities have maturity dates ranging from January 2036 to September 2036.  For further information on long-term debt refer to Note 9, “Borrowed Funds,” in the Notes to the Consolidated Financial Statements.

Capital Resources and Liquidity

The Company places a significant emphasis on the maintenance of a strong capital position, which it believes promotes investor confidence, provides access to funding sources under favorable terms, and enhances the Company’s ability to capitalize on business growth and acquisition opportunities.  Higher levels of liquidity, however, bear corresponding costs, measured in terms of lower yields on short-term, more liquid earning assets and higher expenses for extended liability maturities.  The Company manages capital for each subsidiary based upon the subsidiary’s respective risks and growth opportunities as well as regulatory requirements.

Total shareholders’ equity was $2.2 billion at December 31, 2017, compared to $2.0 billion at December 31, 2016, an increase of $219.1 million or 11.2 percent.  

The Company’s Board of Directors (the Board) authorized, at its April 26, 2017 and April 28, 2016 meetings, the repurchase of up to two million shares of the Company’s common stock during the twelve month periods following each of the meetings.  During 2017 and 2016, the Company acquired 217,071 shares and 323,058 shares of its common stock, respectively. The Company has not made any repurchases other than through these plans.

Through the Company’s relationship with the FHLB of Des Moines, the Company owns $10.0 million of FHLB stock and has access to additional liquidity and funding sources through FHLB advances.  The Company’s

41

borrowing capacity is dependent upon the amount of collateral the Company places at the FHLB.  The Company’s borrowing capacity with the FHLB was $1.7 billion as of December 31, 2017.  The Company had no outstanding FHLB advances at FHLB of Des Moines as of December 31, 2017.  

Risk-based capital guidelines established by regulatory agencies set minimum capital standards based on the level of risk associated with a financial institution’s assets.  The Company has implemented the Basel III regulatory capital rules adopted by the FRB.  Basel III capital rules include a minimum ratio of common equity tier 1 capital to risk-weighted assets of 4.5 percent and a minimum tier 1 risk-based capital ratio of 6 percent.  A financial institution’s total capital is also required to equal at least 8 percent of risk-weighted assets.  At least half of that 8 percent must consist of tier 1 core capital, and the remainder may be tier 2 supplementary capital.  The Basel III regulatory capital rules include transitional periods for various components of the rules that require full compliance for the Company by January 1, 2019, including a capital conservation buffer requirement of 2.5 percent of risk-weighted assets for which the transitional period began on January 1, 2016.

The risk-based capital guidelines indicate the specific risk weightings by type of asset.  Certain off-balance sheet items (such as standby letters of credit and binding loan commitments) are multiplied by credit conversion factors to translate them into balance sheet equivalents before assigning them specific risk weightings.  The Company is also required to maintain a leverage ratio equal to or greater than 4 percent.  The leverage ratio is tier 1 core capital to total average assets less goodwill and intangibles.  The Company's capital position as of December 31, 2017 is summarized in the table below and exceeded regulatory requirements.

For further discussion of capital and liquidity, see the “Quantitative and Qualitative Disclosures about Market Risk – Liquidity Risk” in Item 7A on page 52 of this report.

Table 16

RISK-BASED CAPITAL (in thousands)

This table computes risk-based capital in accordance with current regulatory guidelines.  These guidelines as of December 31, 2017, excluded net unrealized gains or losses on securities available for sale from the computation of regulatory capital and the related risk-based capital ratios.

	Risk-Weighted Category
	0%		20%		50%		100%		150%		Total
Risk-Weighted Assets
Loans held for sale	$	—	$	—	$	1,460	$	—	$	—	$	1,460
Loans and leases		11,728		41,763		789,301		10,271,012		166,709		11,280,513
Securities available for sale		736,136		5,569,192		15,412		13,278		—		6,334,018
Securities held to maturity		—		30,174		1,230,840		—		—		1,261,014
Federal funds and resell agreements		—		5,135		—		—		—		5,135
Trading securities		18		11,925		27,114		14,998		—		54,055
Cash and due from banks		1,401,107		343,376		—		—		—		1,744,483
All other assets		23,761		17,943		27,302		800,623		—		869,629
Category totals	$	2,172,750	$	6,019,508	$	2,091,429	$	11,099,911	$	166,709	$	21,550,307
Risk-weighted totals		—		1,203,902		1,045,714		11,099,911		250,064		13,599,591
Off-balance-sheet items (3)		—		9,970		17,173		2,088,506		47,187		2,162,836
Total risk-weighted assets	$	—	$	1,213,872	$	1,062,887	$	13,188,417	$	297,251	$	15,762,427

	Total
Regulatory Capital
Shareholders’ equity	$	2,181,531
Less adjustments (1)		(140,027	)
Common equity Tier 1/Tier 1 capital		2,041,504
Additional Tier 2 capital (2)		171,546
Total capital	$	2,213,050

42

	Company
Capital ratios
Common Equity Tier 1 capital to risk-weighted assets		12.95	%
Tier 1 capital to risk-weighted assets		12.95	%
Total capital to risk-weighted assets		14.04	%
Leverage ratio (Tier 1 capital to total average assets    less adjustments (1))		9.94	%

(1) Adjustments include a portion of goodwill and intangibles as well as unrealized gains/losses on available-for-sale securities.

(2) Includes the Company’s ALL (inclusive of the reserve for off-balance sheet arrangements) and trust preferred subordinated notes.  

(3) After credit conversion factor and risk weighting is applied.  

For further discussion of regulatory capital requirements, see Note 10, “Regulatory Requirements” within the Notes to Consolidated Financial Statements under Item 8 on pages 82 through 84.

Commitments, Contractual Obligations and Off-balance Sheet Arrangements

The Company’s main off-balance sheet arrangements are loan commitments, commercial and standby letters of credit, futures contracts and forward exchange contracts, which have maturity dates rather than payment due dates.  These commitments and contingent liabilities are not required to be recorded on the Company’s balance sheet.  Since commitments associated with letters of credit and lending and financing arrangements may expire unused, the amounts shown do not necessarily reflect the actual future cash funding requirements.  See Table 17 below, as well as Note 14, “Commitments, Contingencies and Guarantees” in the Notes to Consolidated Financial Statements under Item 8 on pages 90 and 91 for detailed information and further discussion of these arrangements.  Management does not anticipate any material losses from its off-balance sheet arrangements.

Table 17

COMMITMENTS, CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS (in thousands)

The table below details the contractual obligations for the Company as of December 31, 2017, and includes principal payments only.  The Company has no capital leases or long-term purchase obligations.

	Payments due by Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Contractual Obligations
Fed funds purchased and repurchase agreements	$	1,260,704	$	1,260,704	$	—	$	—	$	—
Long-term debt obligations		79,281		1,519		3,574		2,748		71,440
Operating lease obligations		79,028		11,163		21,085		15,561		31,219
Time deposits		1,280,264		1,048,898		191,258		40,108		—
Total	$	2,699,277	$	2,322,284	$	215,917	$	58,417	$	102,659

43

	Maturities due by Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Commitments, Contingencies and Guarantees
Commitments to extend credit for loans (excluding    credit card loans)	$	6,689,467	$	2,786,683	$	1,327,210	$	1,039,850	$	1,535,724
Commitments to extend credit under credit card    loans		2,975,507		2,975,507		—		—		—
Commercial letters of credit		813		813		—		—		—
Standby letters of credit		316,054		213,611		85,085		17,283		75
Forward contracts		29,007		29,007		—		—		—
Spot foreign exchange contracts		628		628		—		—		—
Total	$	10,011,476	$	6,006,249	$	1,412,295	$	1,057,133	$	1,535,799

As of December 31, 2017, our total liabilities for unrecognized tax benefits were $3.8 million.  The Company cannot reasonably estimate the timing of the future payments of these liabilities.  Therefore, these liabilities have been excluded from the table above.  See Note 16, “Income Taxes,” in the Notes to the Consolidated Financial Statements for information regarding the liabilities associated with unrecognized tax benefits.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the Company’s Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).  The preparation of these Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period.  On an on-going basis, management evaluates its estimates and judgments, including those related to customers and suppliers, allowance for loan losses, bad debts, investments, financing operations, long-lived assets, taxes, other contingencies and litigation.  Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which have formed the basis for making such judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.  Under different assumptions or conditions, actual results may differ from the recorded estimates.

Management believes that the Company’s critical accounting policies are those relating to: the allowance for loan losses, goodwill and other intangibles, revenue recognition, accounting for uncertainty in income taxes, and fair value measurements.  

Allowance for Loan Losses

The Company’s allowance for loan losses represents management’s judgment of the loan losses inherent in the loan portfolio.  The allowance is reviewed quarterly, considering both quantitative and qualitative factors such as historical trends, internal ratings, migration analysis, current economic conditions, loan growth and individual impairment testing.

Larger commercial loans are individually reviewed for potential impairment.  For these loans, if management deems it probable that the borrower cannot meet its contractual obligations with respect to payment or timing such loans are deemed to be impaired under current accounting standards.  Such loans are then reviewed for potential impairment based on management’s estimate of the borrower’s ability to repay the loan given the availability of cash flows, collateral and other legal options.  Any allowance related to the impairment of an individually impaired loan is based on the present value of discounted expected future cash flows, the fair value of the underlying collateral, or the fair value of the loan.  Based on this analysis, some loans that are classified as impaired do not have a specific allowance as the discounted expected future cash flows or the fair value of the underlying collateral exceeds the Company’s basis in the impaired loan.

The Company also maintains an internal risk grading system for other loans not subject to individual impairment.  An estimate of the inherent loan losses on such risk-graded loans is based on a migration analysis which computes the net charge-off experience related to each risk category.  

44

An estimate of inherent losses is computed on remaining loans based on the type of loan.  Each type of loan is segregated into a pool based on the nature of such loans.  This includes remaining commercial loans that have a low risk grade, as well as other homogenous loans.  Homogenous loans include automobile loans, credit card loans and other consumer loans.  Allowances are established for each pool based on the loan type using historical loss rates, certain statistical measures and loan growth.  

An estimate of the total inherent loss is based on the above three computations.  From this an adjustment can be made based on other factors management considers to be important in evaluating the probable losses in the portfolio such as general economic conditions, loan trends, risk management and loan administration and changes in internal policies.   For more information on loan portfolio segments and ALL methodology refer to Note 3, “Loans and Allowance for Loan Losses,” in the Notes to the Consolidated Financial Statements.

Goodwill and Other Intangibles

Goodwill is tested for impairment annually as of October 1 and more frequently whenever events or changes in circumstance indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value.  To test goodwill for impairment, the Company performs a qualitative assessment of each reporting unit.  If the Company determines, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not greater than the carrying amount, the quantitative impairment test is not required.  Otherwise, the Company compares the fair value of its reporting units to their carrying amounts to determine if impairment exists and the amount of impairment loss.  An impairment loss is measured as the excess of the carrying value of a reporting unit’s goodwill over its fair value.  As a result of such impairment analysis, the Company did not recognize an impairment charge in 2017.  

For customer-based identifiable intangibles, the Company amortizes the intangibles over their estimated useful lives of up to 17 years.  When facts and circumstances indicate potential impairment of amortizing intangible assets, the Company evaluates the fair value of the asset and compares it to the carrying value for possible impairment.  For more information see “Goodwill and Other Intangibles” in Note 7 in the Notes to the Consolidated Financial Statements.

Revenue Recognition

Revenue recognition includes the recording of interest on loans and securities and is recognized based on a rate multiplied by the principal amount outstanding and also includes the impact of the amortization of related premiums and discounts.  Interest accrual is discontinued when, in the opinion of management, the likelihood of collection becomes doubtful, or the loan is past due for a period of ninety days or more unless the loan is both well-secured and in the process of collection.  Other noninterest income is recognized as services are performed or revenue-generating transactions are executed.

Income Taxes

The Company records a provision for income taxes for the anticipated tax consequences of our reported results of operations using the asset and liability method. Deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as net operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefits for which future realization is uncertain. Although the Company believes its assumptions, judgments and estimates are reasonable, changes in tax laws or our interpretation of tax laws and the resolution of any tax audits could significantly impact the amounts provided for income taxes in the consolidated financial statements.

On December 22, 2017, the Tax Act was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017. The Company estimated its provision for income taxes in accordance with the Tax Act and guidance available as of the date of this filing and as a result have recorded $3.0 million as additional income tax expense in the fourth quarter of 2017, the period in which the legislation was enacted.

45

Accounting for Uncertainty in Income Taxes

The Company is subject to income taxes in the U.S. federal and various state jurisdictions.  The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in these jurisdictions. The Company records the financial statement effects of an income tax position when it is more likely than not, based on the technical merits, that it will be sustained upon examination. The estimate for any uncertain tax issue is based on management’s best judgment.  These estimates may change as a result of changes in tax laws and regulations, interpretations of law by taxing authorities, and income tax examinations among other factors.  Due to the complexity of these uncertainties, the ultimate resolution may differ from the current estimate of the tax liabilities. These differences will be reflected as increases or decreases to Income tax expense in the period in which they are determined.  See the discussion of “Liabilities Associated with Unrecognized Tax Benefits” under Note 16 in the Notes to the Consolidated Financial Statements.

Fair Value Measurements

Fair value is measured in accordance with GAAP, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  Valuation techniques used to measure fair value include the market approach, income approach and cost approach.  The market approach uses prices or relevant information generated by market transactions involving identical or comparable assets or liabilities.  The income approach involves discounting future amounts to a single present amount and is based on current market expectations about those future amounts.  The cost approach is based on the amount that currently would be required to replace the service capacity of the asset.  

GAAP establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.  The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).  An instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the instrument’s fair value measurement.  The three levels within the fair value hierarchy are described as follows:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that are available at the measurement date.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Unobservable inputs for the asset or liability for which there is little, if any, market activity at the measurement date. Unobservable inputs reflect assumptions about what market participants would use to price the asset or liability. The inputs are developed based on the best information available in the circumstances, which might include the Company’s own financial data such as internally developed pricing models and discounted cash flow methodologies, as well as instruments for which the fair value determination requires significant management judgment.

The Company’s fair value measurements involve various valuation techniques and models, which involve inputs that are observable, when available, and the most significant of which include available-for-sale, trading securities, and contingent consideration measured at fair value on a recurring basis.  

Fair value pricing information obtained from third party data providers and pricing services for investment securities are reviewed for appropriateness on a periodic basis.  The third party service providers are also analyzed to understand and evaluate the valuation methodologies utilized.  This review includes an analysis of current market prices compared to pricing provided by the third party pricing service to assess the relative accuracy of the data provided.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Risk Management

Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument.  These changes may be the result of various factors, including interest rates, foreign exchange prices,

46

commodity prices, or equity prices.  Financial instruments that are subject to market risk can be classified either as held for trading or held for purposes other than trading.

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

Interest Rate Risk

In the banking industry, a major risk exposure is changing interest rates.  To minimize the effect of interest rate changes to net interest income and exposure levels to economic losses, the Company manages its exposure to changes in interest rates through asset and liability management within guidelines established by its Asset Liability Committee (ALCO) and approved by the Board.  The ALCO is responsible for approving and ensuring compliance with asset/liability management policies, including interest rate exposure.  The Company’s primary method for measuring and analyzing consolidated interest rate risk is the Net Interest Income Simulation Analysis.  The Company also uses a Net Portfolio Value model to measure market value risk under various rate change scenarios and a gap analysis to measure maturity and repricing relationships between interest-earning assets and interest-bearing liabilities at specific points in time.  On a limited basis, the Company uses hedges such as swaps and futures contracts to manage interest rate risk on certain loans, trading securities, trust preferred securities, and deposits.  See further information in Note 17 “Derivatives and Hedging Activities” in the Notes to the Company’s Consolidated Financial Statements.

Overall, the Company attempts to manage interest rate risk by positioning the balance sheet to maximize net interest income while maintaining an acceptable level of interest rate and credit risk, remaining mindful of the relationship among profitability, liquidity, interest rate risk and credit risk.

Net Interest Income Modeling

The Company’s primary interest rate risk tool, the Net Interest Income Simulation Analysis, measures interest rate risk and the effect of interest rate changes on net interest income and net interest margin.  This analysis incorporates all of the Company’s assets and liabilities together with assumptions that reflect the current interest rate environment.  Through these simulations, management estimates the impact on net interest income of a 300 basis point upward or a 100 basis point downward gradual change (e.g. ramp) and immediate change (e.g. shock) of market interest rates over a two year period.  In ramp scenarios, rates change gradually for a one year period and remain constant in year two.  In shock scenarios, rates change immediately and the change is sustained for the remainder of the two year scenario horizon.  Assumptions are made to project rates for new loans and deposits based on historical analysis, management outlook and repricing strategies.  Asset prepayments and other market risks are developed from industry estimates of prepayment speeds and other market changes.  The results of these simulations can be significantly influenced by assumptions utilized and management evaluates the sensitivity of the simulation results on a regular basis.    

47

Table 18 shows the net interest income percentage increase or decrease over the next twelve and twenty-four month periods as of December 31, 2017 and 2016 based on hypothetical changes in interest rates and a constant sized balance sheet with runoff being replaced.    

Table 18

MARKET RISK

	Hypothetical change in interest rate – Rate Ramp
	Year One						Year Two
	December 31, 2017			December 31, 2016			December 31, 2017			December 31, 2016
(basis points)	Percentage change			Percentage change			Percentage change			Percentage change
300		1.3	%		2.2	%		7.1	%		7.8	%
200		0.1			1.2			3.7			5.0
100		(1.1	)		0.2			0.2			2.1
Static		—			—			—			—
(100)		(1.5	)	N/A				(6.0	)	N/A

	Hypothetical change in interest rate – Rate Shock
	Year One						Year Two
	December 31, 2017			December 31, 2016			December 31, 2017			December 31, 2016
(basis points)	Percentage change			Percentage change			Percentage change			Percentage change
300		6.1	%		7.3	%		10.5	%		11.7	%
200		3.3			4.6			5.9			7.6
100		0.5			2.0			1.4			3.5
Static		—			—			—			—
(100)		(5.3	)	N/A				(9.3	)	N/A

The Company is positioned relatively neutral to changes in interest rates.  Net interest income is predicted to increase in 200 and 300 bps point scenarios and decrease in 100 bps up and 100 bps down scenarios. The increase in net interest income in rising rate scenarios is due to yields on earning assets increasing more due to changes in market rates than the cost of paying liabilities is projected to increase.  The decrease in net interest income in year one of the 100 bps scenario is due to liability cost increases outpacing due to changes in market rates earning asset yield increases. Net interest income in the down 100 bps scenario is lower due to earning asset yields decreasing more relative to changes in market rates than liability expense. The Company’s ability to price deposits in a rising rate environment consistent with our history is a key assumption in these scenarios. 

Repricing Mismatch Analysis

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

48

Table 19 is a static gap analysis, which presents the Company’s assets and liabilities, based on their repricing or maturity characteristics and reflecting principal amortization.  Table 20 presents the break-out of fixed and variable rate loans by repricing or maturity characteristics for each loan class.

Table 19

INTEREST RATE SENSITIVITY ANALYSIS (in millions)

	1-90			91-180			181-365						1-5			Over 5
	Days			Days			Days			Total			Years			Years			Total
December 31, 2017 Earning assets
Loans	$	6,453.6		$	466.8		$	701.5		$	7,621.9		$	2,852.8		$	807.3		$	11,282.0
Securities		387.9			279.4			460.8			1,128.1			3,613.4			2,844.0			7,585.5
Federal funds sold and resell    agreements		191.6			—			—			191.6			—			—			191.6
Other		1,405.0			0.8			—			1,405.8			—			—			1,405.8
Total earning assets	$	8,438.1		$	747.0		$	1,162.3		$	10,347.4		$	6,466.2		$	3,651.3		$	20,464.9
% of total earning assets		41.2	%		3.7	%		5.7	%		50.6	%		31.6	%		17.8	%		100.0	%
Funding sources
Interest-bearing demand and savings	$	1,854.0		$	1,390.4		$	2,780.7		$	6,025.1		$	316.6		$	3,561.9		$	9,903.6
Time deposits		639.6			215.6			193.7			1,048.9			216.0			15.4			1,280.3
Federal funds purchased and    repurchase agreements		1,260.7			—			—			1,260.7			—			—			1,260.7
Borrowed funds		68.3			—			0.2			68.5			2.4			8.4			79.3
Noninterest-bearing sources		4,775.9			93.8			173.2			5,042.9			472.7			2,425.4			7,941.0
Total funding sources	$	8,598.5		$	1,699.8		$	3,147.8		$	13,446.1		$	1,007.7		$	6,011.1		$	20,464.9
% of total earning assets		42.0	%		8.3	%		15.4	%		65.7	%		4.9	%		29.4	%		100.0	%
Interest sensitivity gap	$	(160.4	)	$	(952.8	)	$	(1,985.5	)	$	(3,098.7	)	$	5,458.5		$	(2,359.8	)
Cumulative gap		(160.4	)		(1,113.2	)		(3,098.7	)		(3,098.7	)		2,359.8			—
As a % of total earning assets		(0.8	)%		(5.4	)%		(15.1	)%		(15.1	)%		11.6	%		—	%
Ratio of earning assets to    funding sources		0.98			0.44			0.37			0.77			6.42			0.61
Cumulative ratio of earning assets to    funding sources
2017		0.98			0.89			0.77			0.77			1.16			1.00
2016		0.88			0.83			0.74			0.74			1.11			1.00

49

Table 20

Maturities and Sensitivities to Changes in Interest Rates

This table details loan maturities by variable and fixed rates as of December 31, 2017 (in thousands):

	Due in one year or less			Due after one year through five years		Due after five years		Total
Variable Rate
Commercial	$	3,097,719		$	75,728	$	2,560	$	3,176,007
Asset-based		334,979			—		—		334,979
Factoring		217,649			—		—		217,649
Commercial – Credit Card		172,291			—		—		172,291
Real Estate – Construction		649,782			12,167		691		662,640
Real Estate – Commercial		1,087,408			151,590		19,950		1,258,948
Real Estate – Residential		24,965			98,106		34,884		157,955
Real Estate – HELOC		427,717			213,349		393		641,459
Consumer – Credit Card		(174,384	)		—		—		(174,384	)
Consumer – Other		91,294			8		—		91,302
Leases		23,967			—		—		23,967
Total variable rate loans		5,953,387			550,948		58,478		6,562,813
Fixed Rate
Commercial		445,495			860,174		71,364		1,377,033
Asset-based		(1,821	)		3,456		—		1,635
Factoring		4,023			—		—		4,023
Commercial – Credit Card		—			—		—		—
Real Estate – Construction		14,932			23,758		16,519		55,209
Real Estate – Commercial		673,758			1,243,029		387,895		2,304,682
Real Estate – Residential		65,516			146,041		270,539		482,096
Real Estate – HELOC		4,068			1,878		974		6,920
Consumer – Credit Card		427,044			37		—		427,081
Consumer – Other		35,485			23,494		1,502		60,481
Leases		—			—		—		—
Total fixed rate loans		1,668,500			2,301,867		748,793		4,719,160
Total loans and loans held for sale	$	7,621,887		$	2,852,815	$	807,271	$	11,281,973

Trading Account

The Bank carries taxable governmental securities in a trading account that is maintained in accordance with Board-approved policy and procedures. The policy limits the amount and type of securities that can be carried in the trading account and requires compliance with any limits under applicable law and regulations, and mandates the use of a value-at-risk methodology to manage price volatility risks within financial parameters.  The risk associated with the carrying of trading securities is offset by the sale of exchange-traded financial futures contracts, with both the trading account and futures contracts marked to market daily.  This account had a balance of $54.1 million as of December 31, 2017, compared to $39.5 million as of December 31, 2016.

The Company is subject to market risk primarily through the effect of changes in interest rates of its assets held for purposes other than trading.  The discussion in Table 19 above of interest rate risk, however, combines instruments held for trading and instruments held for purposes other than trading, because the instruments held for trading represent such a small portion of the Company’s portfolio that the interest rate risk associated with them is immaterial.

50

Other Market Risk

The Company has minimal foreign currency risk as a result of foreign exchange contracts.  See Note 10, “Commitments, Contingencies and Guarantees” in the Notes to the Consolidated Financial Statements.

Credit Risk Management

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

A primary indicator of credit quality and risk management is the level of nonperforming loans.  Nonperforming loans include both nonaccrual loans and restructured loans on nonaccrual.  The Company’s nonperforming loans decreased $11.1 million to $59.1 million at December 31, 2017, compared to December 31, 2016.  This decrease was primarily driven by the migration of two non-energy commercial credits during the third quarter of 2016.  There was an immaterial amount of interest recognized on nonperforming loans during 2017, 2016, and 2015.

The Company had $1.5 million and $0.2 million of other real estate owned as of December 31, 2017 and 2016, respectively.  Loans past due more than 90 days totaled $3.1 million as of December 31, 2017, compared to $3.4 million as of December 31, 2016.

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

Certain loans are restructured to provide a reduction or deferral of interest or principal due to deterioration in the financial condition of the respective borrowers.  The Company had $41.0 million of restructured loans at December 31, 2017 and $52.5 million at December 31, 2016.

Table 21

LOAN QUALITY (in thousands)

	December 31,
	2017			2016			2015			2014			2013
Nonaccrual loans	$	37,731		$	41,765		$	45,589		$	18,660		$	19,305
Restructured loans on nonaccrual		21,411			28,494			15,563			8,722			11,401
Total non-performing loans		59,142			70,259			61,152			27,382			30,706
Other real estate owned		1,501			194			3,307			394			1,288
Total non-performing assets	$	60,643		$	70,453		$	64,459		$	27,776		$	31,994
Loans past due 90 days or more	$	3,091		$	3,365		$	7,324		$	3,830		$	3,218
Restructured loans accruing		19,603			24,013			21,029			583			665
Allowance for loans losses		100,604			91,649			81,143			76,140			74,751
Ratios
Non-performing loans as a % of loans		0.52	%		0.67	%		0.65	%		0.37	%		0.49	%
Non-performing assets as a % of loans    plus other real estate owned		0.54			0.67			0.68			0.37			0.49
Non-performing assets as a % of total assets		0.28			0.34			0.34			0.16			0.19
Loans past due 90 days or more as a % of loans		0.03			0.03			0.08			0.05			0.05
Allowance for Loan Losses as a % of loans		0.89			0.87			0.86			1.02			1.15
Allowance for Loan Losses as a multiple of    non-performing loans	1.70x			1.30x			1.33x			2.78x			2.43x

51

Liquidity Risk

Liquidity represents the Company’s ability to meet financial commitments through the maturity and sale of existing assets or availability of additional funds.  The Company believes that the most important factor in the preservation of liquidity is maintaining public confidence that facilitates the retention and growth of a large, stable supply of core deposits and wholesale funds.  Ultimately, the Company believes public confidence is generated through profitable operations, sound credit quality and a strong capital position.  The primary source of liquidity for the Company is regularly scheduled payments on and maturity of assets, which include $6.3 billion of high-quality securities available for sale.  The liquidity of the Company and the Bank is also enhanced by its activity in the federal funds market and by its core deposits.  Additionally, management believes it can raise debt or equity capital on favorable terms in the future, should the need arise.

Another factor affecting liquidity is the amount of deposits and customer repurchase agreements that have pledging requirements.  All customer repurchase agreements require collateral in the form of a security.  The U.S. Government, other public entities, and certain trust depositors require the Company to pledge securities if their deposit balances are greater than the FDIC-insured deposit limitations.  These pledging requirements affect liquidity risk in that the related security cannot otherwise be disposed due to the pledging restriction.  At December 31, 2017, $5.7 billion, or 91.3 percent, of the securities available-for-sale were pledged or used as collateral, compared to $5.7 billion, or 88.6 percent, at December 31, 2016.  However of these amounts, securities with a market value of $1.8 billion at both December 31, 2017 and December 31, 2016, were pledged at the Federal Reserve Discount Window but were unencumbered as of those dates.

The Company also has other commercial commitments that may impact liquidity.  These commitments include unused commitments to extend credit, standby letters of credit and financial guarantees, and commercial letters of credit.  The total amount of these commercial commitments at December 31, 2017 was $10.0 billion.  Since many of these commitments expire without being drawn upon, the total amount of these commercial commitments does not necessarily represent the future cash requirements of the Company.

The Company’s cash requirements consist primarily of dividends to shareholders, debt service, operating expenses, and treasury stock purchases.  Management fees and dividends received from bank and non-bank subsidiaries traditionally have been sufficient to satisfy these requirements and are expected to be sufficient in the future.  The Bank is subject to various rules regarding payment of dividends to the Company.  For the most part, the Bank can pay dividends at least equal to its current year’s earnings without seeking prior regulatory approval.  The Company also uses cash to inject capital into the Bank and its non-Bank subsidiaries to maintain adequate capital as well as to fund strategic initiatives.  

To enhance general working capital needs, the Company has a revolving line of credit with Wells Fargo Bank, N.A. which allows the Company to borrow up to $50.0 million for general working capital purposes.  The interest rate applied to borrowed balances will be at the Company’s option, either 1.00 percent above LIBOR or 1.75 percent below the prime rate on the date of an advance.  The Company pays a 0.3 percent unused commitment fee for unused portions of the line of credit.  The Company had no advances outstanding at December 31, 2017.

The Company is a member bank of the FHLB.  The Company owns $10.0 million of FHLB stock and has access to additional liquidity and funding sources through FHLB advances.  The Company has access to borrow up to $1.7 billion through advances at the FHLB of Des Moines, but had no outstanding FHLB Des Moines advances as of December 31, 2017.  

Operational Risk

Operational risk generally refers to the risk of loss resulting from the Company’s operations, including those operations performed for the Company by third parties.  This would include but is not limited to the risk of fraud by employees or persons outside the Company, the execution of unauthorized transactions by employees or others, errors relating to transaction processing, breaches of the internal control system and compliance requirements, and unplanned interruptions in service.  This risk of loss also includes the potential legal or regulatory actions that could arise as a result of an operational deficiency, or as a result of noncompliance with applicable regulatory standards.  Included in the legal and regulatory issues with which the Company must comply are a number of rules resulting from the enactment of the Sarbanes-Oxley Act of 2002, as amended.

52

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

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

53

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

UMB Financial Corporation and Subsidiaries:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of UMB Financial Corporation and subsidiaries (the Company) as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three‑year period ended December 31, 2017, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its  operations and its cash flows for each of the years in the three‑year period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 22, 2018 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLP

We have served as the Company’s auditor since 2014.

Kansas City, Missouri
February 22, 2018

54

UMB FINANCIAL CORPORATION

CONSOLIDATED BALANCE SHEETS

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

	December 31,
	2017			2016
ASSETS
Loans	$	11,280,513		$	10,540,383
Allowance for loan losses		(100,604	)		(91,649	)
Net loans		11,179,909			10,448,734
Loans held for sale		1,460			5,279
Securities:
Available for sale		6,258,577			6,466,334
Held to maturity (fair value of $1,207,447 and $1,106,027, respectively)		1,261,014			1,115,932
Trading securities		54,055			39,536
Other securities		65,897			68,306
Total investment securities		7,639,543			7,690,108
Federal funds sold and securities purchased under agreements to resell		191,601			324,327
Interest-bearing due from banks		1,351,760			715,823
Cash and due from banks		392,723			422,117
Premises and equipment, net		275,942			289,007
Accrued income		98,863			99,045
Goodwill		180,867			180,867
Other intangibles, net		20,257			26,630
Other assets		438,658			425,205
Discontinued Assets		—			55,390
Total assets	$	21,771,583		$	20,682,532
LIABILITIES
Deposits:
Noninterest-bearing demand	$	6,839,171		$	6,654,584
Interest-bearing demand and savings		9,903,565			8,780,309
Time deposits under $250,000		547,990			613,589
Time deposits of $250,000 or more		732,274			522,132
Total deposits		18,023,000			16,570,614
Federal funds purchased and repurchase agreements		1,260,704			1,856,937
Long-term debt		79,281			76,772
Accrued expenses and taxes		191,464			172,967
Other liabilities		35,603			42,858
Total liabilities		19,590,052			18,720,148
SHAREHOLDERS’ EQUITY
Common stock, $1.00 par value; 80,000,000 shares authorized, 55,056,730    shares issued and 49,894,990 and 49,673,056 shares outstanding,    respectively		55,057			55,057
Capital surplus		1,046,095			1,033,419
Retained earnings		1,338,110			1,142,887
Accumulated other comprehensive loss, net		(45,525	)		(57,542	)
Treasury stock, 5,161,740 and 5,383,674 shares, at cost, respectively		(212,206	)		(211,437	)
Total shareholders' equity		2,181,531			1,962,384
Total liabilities and shareholders' equity	$	21,771,583		$	20,682,532

See Notes to Consolidated Financial Statements.

55

UMB FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

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

	Year Ended December 31,
	2017			2016		2015
INTEREST INCOME
Loans	$	461,301		$	386,274	$	308,325
Securities:
Taxable interest		73,125			73,560		75,327
Tax-exempt interest		73,419			57,516		43,598
Total securities income		146,544			131,076		118,925
Federal funds and resell agreements		3,700			2,708		697
Interest-bearing due from banks		3,871			2,341		2,356
Trading securities		1,496			632		378
Total interest income		616,912			523,031		430,681
INTEREST EXPENSE
Deposits		36,354			17,936		14,269
Federal funds and repurchase agreements		17,906			6,524		1,785
Other		3,739			3,248		2,560
Total interest expense		57,999			27,708		18,614
Net interest income		558,913			495,323		412,067
Provision for loan losses		41,000			32,500		15,500
Net interest income after provision for loan losses		517,913			462,823		396,567
NONINTEREST INCOME
Trust and securities processing		176,646			166,315		166,261
Trading and investment banking		23,183			21,422		20,218
Service charges on deposit accounts		87,680			86,662		86,460
Insurance fees and commissions		1,972			4,188		2,530
Brokerage fees		23,208			17,833		11,753
Bankcard fees		73,030			68,749		69,211
Gains on sales of securities available for sale, net		4,192			8,509		10,402
Equity (losses) earnings on alternative investments		(1,108	)		2,695		(12,188	)
Other		34,759			26,138		16,012
Total noninterest income		423,562			402,511		370,659
NONINTEREST EXPENSE
Salaries and employee benefits		413,830			390,059		367,606
Occupancy, net		44,462			44,255		43,274
Equipment		72,008			66,337		62,571
Supplies and services		17,173			18,535		17,988
Marketing and business development		21,469			21,208		21,996
Processing fees		42,331			36,005		36,149
Legal and consulting		23,406			20,801		26,186
Bankcard		19,471			20,757		20,288
Amortization of other intangible assets		7,326			8,695		8,171
Regulatory fees		15,527			14,178		12,125
Other		28,126			25,915		22,584
Total noninterest expense		705,129			666,745		638,938
Income before income taxes		236,346			198,589		128,288
Income tax expense		53,370			44,955		31,730
Income from continuing operations		182,976			153,634		96,558
Discontinued Operations
Income from discontinued operations before taxes		101,226			8,415		30,997
Income tax expense		37,097			3,248		11,482
Income from discontinued operations		64,129			5,167		19,515
NET INCOME	$	247,105		$	158,801	$	116,073

56

PER SHARE DATA
Basic:
Income from continuing operations	$	3.72	$	3.15	$	2.05
Income from discontinued operations		1.30		0.10		0.41
Net income – basic		5.02		3.25		2.46
Diluted:
Income from continuing operations		3.67		3.12		2.03
Income from discontinued operations		1.29		0.10		0.41
Net income - diluted		4.96		3.22		2.44
Weighted average shares outstanding – basic		49,223,661		48,828,313		47,126,252
Weighted average shares outstanding – diluted		49,839,290		49,277,055		47,579,334

See Notes to Consolidated Financial Statements.

57

UMB FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(dollars in thousands)

	Year Ended December 31,
	2017			2016			2015
Net income	$	247,105		$	158,801		$	116,073
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities:
Change in unrealized holding gains (losses), net		21,139			(77,794	)		(13,393	)
Less:  Reclassifications adjustment for net gains included in net income		(4,192	)		(8,509	)		(10,402	)
Change in unrealized gains (losses) on securities during the period		16,947			(86,303	)		(23,795	)
Change in unrealized losses on derivative hedges		(1,050	)		(516	)		(10	)
Income tax (expense) benefit		(3,880	)		32,995			9,081
Other comprehensive income (loss)		12,017			(53,824	)		(14,724	)
Comprehensive income	$	259,122		$	104,977		$	101,349

See Notes to Consolidated Financial Statements.

58

UMB FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(dollars in thousands, except per share data)

	Common Stock		Capital Surplus			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total
Balance January 1, 2015	$	55,057	$	894,602		$	963,911		$	11,006		$	(280,818	)	$	1,643,758
Total comprehensive income							116,073			(14,724	)		—			101,349
Dividends ($0.95 per share)		—		—			(45,994	)		—			—			(45,994	)
Purchase of treasury stock		—		—			—			—			(8,457	)		(8,457	)
Issuance of equity awards		—		(3,278	)		—			—			3,737			459
Recognition of equity based compensation		—		10,292			—			—			—			10,292
Net tax benefit related to equity compensation    plans		—		944			—			—			—			944
Sale of treasury stock		—		611			—			—			445			1,056
Exercise of stock options		—		4,083			—			—			6,467			10,550
Common stock issuance for acquisition		—		112,635			—			—			67,102			179,737
Balance December 31, 2015	$	55,057	$	1,019,889		$	1,033,990		$	(3,718	)	$	(211,524	)	$	1,893,694
Total comprehensive income		—		—			158,801			(53,824	)		—			104,977
Dividends ($0.99 per share)		—		—			(49,048	)		—			—			(49,048	)
Purchase of treasury stock		—		—			—			—			(16,367	)		(16,367	)
Issuance of equity awards		—		(3,011	)		—			—			3,440			429
Recognition of equity based compensation		—		11,306			—			—			—			11,306
Sale of treasury stock		—		480			—			—			616			1,096
Exercise of stock options		—		3,417			—			—			12,398			15,815
Cumulative effect adjustment (1)		—		1,338			(856	)		—			—			482
Balance December 31, 2016	$	55,057	$	1,033,419		$	1,142,887		$	(57,542	)	$	(211,437	)	$	1,962,384
Total comprehensive income		—		—			247,105			12,017			—			259,122
Dividends ($1.04 per share)		—		—			(51,882	)		—			—			(51,882	)
Purchase of treasury stock		—		—			—			—			(15,276	)		(15,276	)
Issuance of equity awards		—		(2,871	)		—			—			3,343			472
Recognition of equity based compensation		—		12,844			—			—			—			12,844
Sale of treasury stock		—		608			—			—			512			1,120
Exercise of stock options		—		2,095			—			—			10,652			12,747
Balance December 31, 2017	$	55,057	$	1,046,095		$	1,338,110		$	(45,525	)	$	(212,206	)	$	2,181,531

(1) Related to the adoption of Accounting Standards Update No. 2016-09.  See Note 2, New Accounting Pronouncements, for further detail.

See Notes to Consolidated Financial Statements.

59

UMB FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

	Year Ended December 31,
	2017			2016			2015
OPERATING ACTIVITIES
Net income	$	247,105		$	158,801		$	116,073
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		41,000			32,500			15,500
Net accretion of premiums and discounts from acquisition		(1,906	)		(2,303	)		(2,727	)
Depreciation and amortization		54,875			54,556			52,751
Deferred income tax expense (benefit)		59,738			2,756			(4,848	)
Net (increase) decrease in trading securities and other earning assets		(10,805	)		(12,420	)		10,258
Gains on sales of securities available for sale, net		(4,192	)		(8,509	)		(10,402	)
Gains on sales of assets		(103,346	)		(762	)		(98	)
Amortization of securities premiums, net of discount accretion		48,101			54,467			57,301
Originations of loans held for sale		(65,163	)		(92,438	)		(96,324	)
Gains on sales of loans held for sale, net		(1,561	)		(1,774	)		(1,331	)
Proceeds from sales of loans held for sale		70,543			89,522			97,690
Equity based compensation		13,316			11,735			10,751
Net tax benefit related to equity compensation plans		3,612			1,073			944
Changes in:
Accrued income		(9,201	)		(8,918	)		(7,075	)
Accrued expenses and taxes		(40,806	)		14,112			(4,503	)
Other assets and liabilities, net		25,216			4,042			(22,055	)
Net cash provided by operating activities		326,526			296,440			211,905
INVESTING ACTIVITIES
Proceeds from maturities of securities held to maturity		87,595			48,539			59,775
Proceeds from sales of securities available for sale		578,517			951,264			946,045
Proceeds from maturities of securities available for sale		1,198,834			1,792,357			1,200,178
Purchases of securities held to maturity		(236,832	)		(500,682	)		(451,350	)
Purchases of securities available for sale		(1,585,395	)		(2,546,028	)		(1,923,747	)
Net increase in loans		(770,727	)		(1,129,026	)		(988,434	)
Net decrease (increase) in fed funds sold and resell agreements		132,726			(150,700	)		(45,190	)
Net cash activity from acquisitions and divestitures		164,561			—			95,351
Net decrease in interest bearing balances due from other financial institutions		45,752			88,009			34,473
Purchases of premises and equipment		(36,447	)		(50,841	)		(53,760	)
Proceeds from sales of premises and equipment		3,037			1,760			1,069
Purchases of bank-owned and company-owned life insurance		(62,800	)		(7,095	)		(204,647	)
Proceeds from bank-owned life insurance death benefit		2,601			—			—
Net cash used in investing activities		(478,578	)		(1,502,443	)		(1,330,237	)
FINANCING ACTIVITIES
Net increase in demand and savings deposits		1,307,843			1,598,026			894,667
Net increase (decrease) in time deposits		144,543			(119,315	)		(352,622	)
Net (decrease) increase in fed funds purchased and repurchase agreements		(596,233	)		38,875			(207,070	)
Net decrease in short-term debt		—			(5,000	)		(112,133	)
Proceeds from long-term debt		3,003			1,500			2,500
Repayment of long-term debt		(1,524	)		(11,703	)		(10,816	)
Payment of contingent consideration on acquisitions		—			(3,031	)		(21,494	)
Cash dividends paid		(51,876	)		(49,038	)		(45,967	)
Proceeds from exercise of stock options and sales of treasury shares		13,867			16,911			11,606
Purchases of treasury stock		(15,276	)		(16,367	)		(8,457	)
Net cash provided by financing activities		804,347			1,450,858			150,214
Increase (decrease) in cash and cash equivalents		652,295			244,855			(968,118	)
Cash and cash equivalents at beginning of year		1,063,967			819,112			1,787,230
Cash and cash equivalents at end of year	$	1,716,262		$	1,063,967		$	819,112
Supplemental disclosures:
Income taxes paid	$	45,749		$	44,076		$	47,086
Total interest paid		56,820			27,999			17,812
Transactions related to Marquette acquisition
Assets acquired		—			—			1,312,174
Liabilities assumed		—			—			1,151,025

See Notes to Consolidated Financial Statements.

60

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

UMB Financial Corporation is a bank holding company, which offers a wide range of banking and other financial services to its customers through its branches and offices in the states of Missouri, Kansas, Colorado, Illinois, Oklahoma, Texas, Arizona, Nebraska, Pennsylvania, South Dakota, Indiana, Utah, Minnesota, California, and Wisconsin. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements.  These estimates and assumptions also impact reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Following is a summary of the more significant accounting policies to assist the reader in understanding the financial presentation.

Consolidation

The Company and its wholly owned subsidiaries are included in the Consolidated Financial Statements (references hereinafter to the “Company” in these Notes to Consolidated Financial Statements include wholly owned subsidiaries).  Intercompany accounts and transactions have been eliminated in consolidation.

Revenue Recognition

Interest on loans and securities is recognized based on rate times the principal amount outstanding.  This includes the impact of amortization of premiums and discounts.  Interest accrual is discontinued when, in the opinion of management, the likelihood of collection becomes doubtful.  Other noninterest income is recognized as services are performed or revenue-generating transactions are executed.

Cash and cash equivalents

Cash and cash equivalents include Cash and due from banks and amounts due from the FRB.  Cash on hand, cash items in the process of collection, and amounts due from correspondent banks are included in Cash and due from banks.  Amounts due from the FRB are interest-bearing for all periods presented and are included in the Interest-bearing due from banks line on the Company’s Consolidated Balance Sheets.

This table provides a summary of cash and cash equivalents as presented on the Consolidated Statements of Cash Flows as of December 31, 2017 and 2016 (in thousands):

	December 31,
	2017		2016
Due from the FRB	$	1,323,539	$	641,850
Cash and due from banks		392,723		422,117
Cash and cash equivalents at end of year	$	1,716,262	$	1,063,967

Also included in the Interest-bearing due from banks line, but not considered cash and cash equivalents are interest-bearing accounts held at other financial institutions, which totaled $28.2 million and $74.0 million at December 31, 2017 and 2016, respectively.

Loans and Loans Held for Sale

Loans are classified by the portfolio segments of commercial, real estate, consumer, and leases.  The portfolio segments are further disaggregated into the loan classes of commercial, asset-based, factoring, commercial credit card, real estate – construction, real estate – commercial, real estate – residential, real estate – HELOC, consumer – credit card, consumer – other, and leases.

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

61

A loan is accounted for as a troubled debt restructuring when a concession had been granted to a debtor experiencing financial difficulties.  The Company’s modifications generally include interest rate adjustments, and amortization and maturity date extensions.  These modifications allow the debtor short-term cash relief to allow them to improve their financial condition.  Restructured loans are individually evaluated for impairment as part of the allowance for loan loss analysis.

Loans, including those that are considered to be impaired and restructured, are evaluated regularly by management.  Loans are considered delinquent when payment has not been received within 30 days of its contractual due date.Loans are placed on non-accrual status when the collection of interest or principal is 90 days or more past due, unless the loan is adequately secured and in the process of collection.  When a loan is placed on non-accrual status, any interest previously accrued but not collected is reversed against current income. Loans may be returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.  Interest payments received on non-accrual loans are applied to principal unless the remaining principal balance has been determined to be fully collectible.  

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

The Company maintains a reserve, separate from the allowance for loan losses, to address the risk of loss associated with loan contingencies, which is included in the Accrued expenses and taxes line item in the Consolidated Balance Sheets.  In order to maintain the reserve for off-balance sheet items at an appropriate level, a provision to increase or reduce the reserve is included in the Company’s Consolidated Statements of Income.  The level of the reserve will be adjusted as needed to maintain the reserve at a specified level in relation to contingent loan risk.  The risk of loss arising from un-funded loan commitments has been assessed by dividing the contingencies into pools of similar loan commitments and by applying two factors to each pool.  The gross amount of contingent exposure is first multiplied by a potential use factor to estimate the degree to which the unused commitments might reasonably be expected to be used in a time of high usage.  The resultant figure is then multiplied by a factor to estimate the risk of loss assuming funding of these loans.  The potential loss estimates for each segment of the portfolio are added to arrive at a total potential loss estimate that is used to set the reserve.

Purchased loans are recorded at estimated fair value at the acquisition date with no carryover of the related allowance.  Purchased loans are segregated between those considered to be performing, non-purchased credit impaired loans (Non-PCI), and those with evidence of credit deterioration, purchased credit impaired loans (PCI).  Purchased loans are considered impaired if there is evidence of credit deterioration and if it is probable, at acquisition, that all contractually required payments will not be collected.

Loans held for sale are carried at the lower of aggregate cost or market value. Loan fees (net of certain direct loan origination costs) on loans held for sale are deferred until the related loans are sold or repaid. Gains or losses on loan sales are recognized at the time of sale and determined using the specific identification method.

Securities

Debt securities available for sale principally include U.S. Treasury and agency securities, Government Sponsored Entity (GSE) mortgage-backed securities, certain securities of state and political subdivisions, and corporates.  Securities classified as available for sale are measured at fair value.  Unrealized holding gains and losses are excluded from earnings and reported in Accumulated other comprehensive income (loss) (AOCI) until realized.  Realized gains and losses on sales are computed by the specific identification method at the time of disposition and are shown separately as a component of noninterest income.

Securities held to maturity are carried at amortized historical cost based on management’s intention, and the Company’s ability to hold them to maturity.  The Company classifies certain securities of state and political subdivisions as held to maturity.  

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

62

Equity-method investments

The Company accounts for certain other investments using equity-method accounting.  For non-marketable equity-method investments, the Company’s proportionate share of the income or loss is recognized on a one-quarter lag.  When transparency in pricing exists, other investments are considered marketable equity-method investments.  For marketable equity-method investments, the Company recognizes its proportionate share of income or loss as of the date of the Company’s Consolidated Financial Statements.  

Goodwill and Other Intangibles

Goodwill is tested for impairment annually and more frequently whenever events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value.  To test goodwill for impairment, the Company performs a qualitative assessment of each reporting unit.  If the Company determines, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not greater than the carrying amount, the quantitative impairment test is not required.  Otherwise, the Company compares the fair value of its reporting units to their carrying amounts to determine if an impairment exists and the amount of impairment loss.  An impairment loss is measured as the excess of the carrying value of a reporting unit’s goodwill over its fair value.  As a result of such impairment analysis, the Company has not recognized an impairment charge.  

No goodwill impairments were recognized in 2017, 2016, or 2015.  Other intangible assets are amortized over a period of up to 17 years and are evaluated for impairment when events or circumstances dictate.   No intangible asset impairments were recognized in 2017, 2016, or 2015.  The Company does not have any indefinite lived intangible assets.

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation, which is computed primarily on the straight line method.  Premises are depreciated over 15 to 40 year lives, while equipment is depreciated over lives of 3 to 20 years.  Gains and losses from the sale of Premises and equipment are included in Other noninterest income and Other noninterest expense, respectively.

Impairment of Long-Lived Assets

Long-lived assets, including Premises and equipment, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or group of assets may not be recoverable.  The impairment review includes a comparison of future cash flows expected to be generated by the asset or group of assets to their current carrying value.  If the carrying value of the asset or group of assets exceeds expected cash flows (undiscounted and without interest charges), an impairment loss is recognized to the extent the carrying value exceeds fair value.  No impairments were recognized in 2017, 2016, or 2015.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.  Under this method, deferred tax assets and liabilities are measured based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the periods in which the differences are expected to reverse.  The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.  The provision for deferred income taxes represents the change in the deferred income tax accounts during the year excluding the tax effect of the change in net unrealized gain (loss) on securities available for sale.

The Company records deferred tax assets to the extent these assets will more likely than not be realized. All available evidence is considered in making such determination, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is recorded for the portion of deferred tax assets that do not meet the more-likely-than-not threshold, and any changes to the valuation allowance are recorded in income tax expense.

The Company records the financial statement effects of an income tax position when it is more likely than not, based on the technical merits, that it will be sustained upon examination. A tax position that meets the more-likely-

63

than-not recognition threshold is measured and recorded as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority. Previously recognized tax positions are derecognized in the first period in which it is no longer more likely than not that the tax position will be sustained. The benefit associated with previously unrecognized tax positions are generally recognized in the first period in which the more-likely-than-not threshold is met at the reporting date, the tax matter is ultimately settled through negotiation or litigation or when the related statute of limitations for the relevant taxing authority to examine and challenge the tax position has expired. The recognition, derecognition and measurement of tax positions are based on management’s best judgment given the facts, circumstance and information available at the balance sheet date.  

The Company recognizes accrued interest related to unrecognized tax benefits in interest expense and penalties in other noninterest expense.  Accrued interest and penalties are included within the related liability lines in the Consolidated Balance Sheets.  For the year ended December 31, 2017, the Company has recognized an immaterial amount in interest and penalties related to the unrecognized tax benefits.

Derivatives

The Company records all derivatives on the Consolidated Balance Sheets at fair value.  The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Currently, four of the Company’s derivatives are designated in qualifying hedging relationships.  However, the remainder of the Company’s derivatives are not designated in qualifying hedging relationships, as the derivatives are not used to manage risks within the Company’s assets or liabilities. All changes in fair value of the Company’s non-designated derivatives are recognized directly in earnings.  Changes in fair value of the Company’s fair value hedges are recognized directly in earnings. The effective portion of changes in fair value of the Company’s cash flow hedges are recognized in AOCI.  The ineffective portion of changes in fair value of the cash flow hedges is recognized directly in earnings.  

Per Share Data

Basic income per share is computed based on the weighted average number of shares of common stock outstanding during each period.  Diluted year-to-date income per share includes the dilutive effect of 615,629, 448,742, and 453,082 shares issuable upon the exercise of stock options and nonvested restricted shares granted by the Company that were outstanding at December 31, 2017, 2016, and 2015, respectively.

Options issued under employee benefit plans to purchase 149,413, 390,503, and 455,998 shares of common stock were outstanding at December 31, 2017, 2016, and 2015, respectively, but were not included in the computation of diluted earnings per share because the options were anti-dilutive.

Accounting for Stock-Based Compensation

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award on the date of the grant.  The grant date fair value is estimated using either an option-pricing model which is consistent with the terms of the award or an observed market price, if such a price exists.  Such cost is generally recognized over the vesting period during which an employee is required to provide service in exchange for the award and, in some cases, when performance metrics are met. The Company accounts for forfeitures of stock-based compensation on an actual basis as they occur.  

2. NEW ACCOUNTING PRONOUNCEMENTS

Revenue Recognition In May 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-09, “Revenue from Contracts with Customers.”  The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of ASU No. 2014-09 to annual reporting periods that begin after December 15, 2017.  In March, April, and May 2016, the FASB issued implementation amendments to the May 2014 ASU (collectively, the amended guidance). The amended guidance affects any entity that enters into contracts with customers to transfer goods and services, unless those contracts are within the scope of other standards. The amended guidance specifically excludes interest income, as well as other revenues associated with financial assets and liabilities, including loans, leases, securities, and derivatives. The amended guidance permits the use of either the full

64

retrospective approach or a modified retrospective approach. The Company plans to adopt the amended guidance using the modified retrospective approach on January 1, 2018. The Company has assessed its revenue streams and identified those contracts that are specifically excluded from the scope of the amended guidance and those that may be subject to the amended guidance. Subsequent to this initial scoping, the Company selected a representative sample of contracts from the in-scope revenue streams for review under the amended guidance (key contracts). Upon completion of the review of the key contracts, the Company grouped the remaining contracts based on the conclusions reached through the key contract review and evaluated specific contracts that could not be grouped.  Based on the evaluation of key contracts performed, the adoption of this accounting pronouncement is not expected to have a significant impact on the Company’s Consolidated Financial Statements.  The Company continues to evaluate the impact the amended guidance will have on its related disclosures.

Financial Instruments In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.”  The amendment is intended to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments in this update are effective for interim and annual periods beginning after December 15, 2017. The standard requires the use of the cumulative effect transition method as of the beginning of the year of adoption.  Except for certain provisions, early adoption is not permitted. The adoption of this accounting pronouncement is not expected to have a significant impact on the Company’s Consolidated Financial Statements.

Leases In February 2016, the FASB issued ASU No. 2016-02, “Leases.” The amendment changes the accounting treatment of leases, in that lessees will recognize most leases on-balance sheet. This will increase reported assets and liabilities, as lessees will be required to recognize a right-of-use asset along with a lease liability, measured on a discounted basis. Lessees are allowed to account for short-term leases (those with a term of twelve months or less) off-balance sheet. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The standard requires the use of the modified retrospective transition method.  Early adoption is permitted. The Company is currently evaluating the impact that this standard will have on its Consolidated Financial Statements.

Extinguishments of Liabilities In March 2016, the FASB issued ASU No. 2016-04, “Recognition of Breakage for Certain Prepaid Stored-Value Products.” The amendment is intended to reduce the diversity in practice related to the recognition of breakage.  Breakage refers to the portion of a prepaid stored-value product, such as a gift card, that goes unused wholly or partially for an indefinite period of time.  This amendment requires that breakage be accounted for consistent with the breakage guidance within ASU No. 2014-09, “Revenue from Contracts with Customers.” The amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The standard permits the use of either the modified retrospective or full retrospective transition method.  The Company will adopt ASU No. 2016-04 in conjunction with its adoption of ASU No. 2014-09. The adoption of this accounting pronouncement is not expected to have a significant impact on the Company’s Consolidated Financial Statements.

Equity-Based Compensation In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting.” The amendment is part of the FASB’s simplification initiative and is intended to simplify the accounting around share-based payment award transactions. The amendments include changing the recording of excess tax benefits from being recognized as a part of surplus capital to being charged directly to the income statement, changing the classification of excess tax benefits within the statement of cash flows, and allowing companies to account for forfeitures on an actual basis, as well as tax withholding changes. The amendment requires different transition methods for various components of the standard. The amendments in this update were effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption was permitted.

In September 2016, the Company early adopted ASU No. 2016-09 with an effective date of January 1, 2016. As part of the adoption of this standard, the Company made an accounting policy election to account for forfeitures on an actual basis and discontinue the use of an estimated forfeiture approach. Additionally, the Company selected the retrospective transition method for the reclassification of the “Net tax benefit related to equity compensation plans” from the financing section to the operating section of the Company’s Consolidated Statement of Cash Flows. Upon adoption, the Company recorded a cumulative effect adjustment to the Company’s Consolidated Balance Sheets of $482 thousand as an increase to the opening balance of total equity.

Credit Losses In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” This update replaces the current incurred loss methodology for recognizing credit losses with a current

65

expected credit loss model, which requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This amendment broadens the information that an entity must consider in developing its expected credit loss estimates.  Additionally, the update amends the accounting for credit losses for available-for-sale debt securities and purchased financial assets with a more-than-insignificant amount of credit deterioration since origination.  This update requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of a company’s loan portfolio. The amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years.  Early adoption in fiscal years beginning after December 15, 2018 is permitted.  The amendment requires the use of the modified retrospective approach for adoption. The Company is currently evaluating the impact that this standard will have on its Consolidated Financial Statements.

Statement of Cash Flows In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Receipts and Cash Payments.”  This amendment adds to and clarifies existing guidance regarding the classification of certain cash receipts and payments in the statement of cash flows with the intent of reducing diversity in practice with respect to eight types of cash flows.  The amendments in this update require full retrospective adoption and are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.  The adoption of this standard is not expected to have a significant impact on the Company’s Consolidated Statement of Cash Flows.

Goodwill and Other Intangibles In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment.” The amendment eliminates Step 2 from the goodwill impairment test. The amendment also eliminates the requirement for any reporting unit with a zero or negative carrying amount to perform a qualitative test and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The amendments in this update were adopted on October 1, 2017. The adoption of this accounting pronouncement had no impact on the Company’s Consolidated Financial Statements.

Derivatives and Hedging In August 2017, the FASB issued ASU 2017-12, “Targeted Improvements to Accounting for Hedging Activities.” The purpose of this updated guidance is to better align financial reporting for hedging activities with the economic objectives of those activities. The amendments in this update are effective for fiscal years beginning after December 15, 2018, with early adoption, including adoption in an interim period, permitted.  The standard requires the modified retrospective transition approach as of the date of adoption.  The Company plans to early adopt ASU 2017-12 as of January 1, 2018.  While the Company continues to assess all potential impacts of the standard, we currently expect adoption to have an immaterial impact on the Consolidated Financial Statements.

3. LOANS AND ALLOWANCE FOR LOAN LOSSES

Loan Origination/Risk Management

The Company has certain lending policies and procedures in place that are designed to minimize the level of risk within the loan portfolio.  Diversification of the loan portfolio manages the risk associated with fluctuations in economic conditions.  Authority levels are established for the extension of credit to ensure consistency throughout the Company.  It is necessary that policies, processes and practices implemented to control the risks of individual credit transactions and portfolio segments are sound and adhered to.  The Company maintains an independent loan review department that reviews and validates the credit risk program on a continual basis.  Management regularly evaluates the results of the loan reviews.  The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Company’s policies and procedures.

Commercial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and prudently expand its business.  Commercial loans are made based on the identified cash flows of the borrower and on the underlying collateral provided by the borrower.  The cash flows of the borrower, however, may not be as expected and the collateral securing these loans may fluctuate in value.  Most commercial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee.  In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts from its customers.  Commercial credit cards are generally unsecured and are underwritten with criteria similar to commercial loans including an analysis of the borrower’s cash flow, available business capital, and overall credit-worthiness of the borrower.  

66

Asset-based loans are offered primarily in the form of revolving lines of credit to commercial borrowers that do not generally qualify for traditional bank financing.  Asset-based loans are underwritten based primarily upon the value of the collateral pledged to secure the loan, rather than on the borrower’s general financial condition as traditionally reflected by cash flow, balance sheet strength, operating results, and credit bureau ratings.  The Company utilizes pre-loan due diligence techniques, monitoring disciplines, and loan management practices common within the asset-based lending industry to underwrite and manage loans with these borrowers.  

Factoring loans provide working capital through the purchase and/or financing of accounts receivable to borrowers in the transportation industry and to commercial borrowers that do not generally qualify for traditional bank financing.  

Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans, in addition to those of real estate loans.  These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate.  Commercial real estate lending typically involves higher loan principal amounts, and the repayment of these loans is largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan.  The Company requires an appraisal of the collateral be made at origination and on an as-needed basis, in conformity with current market conditions and regulatory requirements.  The underwriting standards address both owner and non-owner occupied real estate.

Construction loans are underwritten using feasibility studies, independent appraisal reviews, sensitivity analysis or absorption and lease rates and financial analysis of the developers and property owners.  Construction loans are based upon estimates of costs and value associated with the complete project.  Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project.  Sources of repayment for these types of loans may be pre-committed permanent loans, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained.  These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their repayment being sensitive to interest rate changes, governmental regulation of real property, economic conditions, and the availability of long-term financing.  

Underwriting standards for residential real estate and home equity loans are based on the borrower’s loan-to-value percentage, collection remedies, and overall credit history.  

Consumer loans are underwritten based on the borrower’s repayment ability.  The Company monitors delinquencies on all of its consumer loans and leases and periodically reviews the distribution of FICO scores relative to historical periods to monitor credit risk on its credit card loans.  The underwriting and review practices combined with the relatively small loan amounts that are spread across many individual borrowers, minimizes risk.  Consumer loans and leases that are 90 days past due or more are considered non-performing.

Credit risk is a potential loss resulting from nonpayment of either the primary or secondary exposure.  Credit risk is mitigated with formal risk management practices and a thorough initial credit-granting process including consistent underwriting standards and approval process.  Control factors or techniques to minimize credit risk include knowing the client, understanding total exposure, analyzing the client and debtor’s financial capacity, and monitoring the client’s activities.  Credit risk and portions of the portfolio risk are managed through concentration considerations, average risk ratings, and other aggregate characteristics.  

67

Loan Aging Analysis

This table provides a summary of loan classes and an aging of past due loans at December 31, 2017 and 2016 (in thousands):

	December 31, 2017
	30-89 Days Past Due and Accruing		Greater than 90 Days Past Due and Accruing		Non- Accrual Loans		Total Past Due		Current		Total Loans
Commercial:
Commercial	$	11,216	$	672	$	38,644	$	50,532	$	4,502,508	$	4,553,040
Asset-based		—		—		—		—		336,614		336,614
Factoring		—		—		—		—		221,672		221,672
Commercial – credit card		387		79		—		466		171,825		172,291
Real estate:
Real estate – construction		6,666		243		93		7,002		710,847		717,849
Real estate – commercial		832		—		16,115		16,947		3,546,683		3,563,630
Real estate – residential		791		—		929		1,720		636,871		638,591
Real estate – HELOC		1,254		—		3,013		4,267		644,112		648,379
Consumer:
Consumer – credit card		2,155		2,057		312		4,524		248,173		252,697
Consumer – other		835		40		36		911		150,872		151,783
Leases		—		—		—		—		23,967		23,967
Total loans	$	24,136	$	3,091	$	59,142	$	86,369	$	11,194,144	$	11,280,513

	December 31, 2016
	30-89 Days Past Due and Accruing		Greater than 90 Days Past Due and Accruing		Non- Accrual Loans		Total Past Due		PCI Loans		Current		Total Loans
Commercial:
Commercial	$	3,285	$	49	$	35,777	$	39,111	$	—	$	4,371,695	$	4,410,806
Asset-based		—		—		—		—		—		225,878		225,878
Factoring		—		—		—		—		—		139,902		139,902
Commercial – credit card		612		10		8		630		—		146,105		146,735
Real estate:
Real estate – construction		3		—		181		184		—		741,620		741,804
Real estate – commercial		1,303		1,004		16,423		18,730				3,147,192		3,165,922
Real estate – residential		1,034		6		1,344		2,384		—		545,966		548,350
Real estate – HELOC		588		—		4,736		5,324		—		706,470		711,794
Consumer:
Consumer – credit card		2,228		2,115		475		4,818		—		265,280		270,098
Consumer – other		1,061		181		11,315		12,557		800		126,205		139,562
Leases		—		—		—		—		—		39,532		39,532
Total loans	$	10,114	$	3,365	$	70,259	$	83,738	$	800	$	10,455,845	$	10,540,383

Loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement remains unpaid after the due date of the scheduled payment.  Non-accrual loans include troubled debt restructurings on non-accrual status.  Loan delinquency for all loans is shown in the tables above at December 31, 2017 and December 31, 2016, respectively.

The Company had total PCI loans from its acquisition of Marquette of $800 thousand as of December 31, 2016. The PCI loans are accounted for in accordance with ASC Topic 310-30, Loans and Debt Securities Purchased

68

with Deteriorated Credit Quality. All of the PCI loans were considered to be performing based on payment activity as of December 31, 2016. Of this amount, $713 thousand were current with their payment terms and $87 thousand were between 30-89 days past due.

The Company sold residential real estate loans with proceeds of $70.5 million, $89.5 million, and $97.7 million in the secondary market without recourse during the periods ended December 31, 2017, 2016, and 2015, respectively.

The Company has ceased the recognition of interest on loans with a carrying value of $59.1 million and $70.3 million at December 31, 2017 and 2016, respectively.  Restructured loans totaled $41.0 million and $52.5 million at December 31, 2017 and 2016, respectively.  Loans 90 days past due and still accruing interest amounted to $3.1 million and $3.4 million at December 31, 2017 and 2016, respectively. There was an immaterial amount of interest recognized on impaired loans during 2017, 2016, and 2015.

Credit Quality Indicators

As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to the risk grading of specified classes of loans, net charge-offs, non-performing loans, and general economic conditions.

The Company utilizes a risk grading matrix to assign a rating to each of its commercial, commercial real estate, and construction real estate loans. The loan rankings are summarized into the following categories:  Non-watch list, Watch, Special Mention, and Substandard.  Any loan not classified in one of the categories described below is considered to be a Non-watch list loan.  A description of the general characteristics of the loan ranking categories is as follows:

• Watch – This rating represents credit exposure that presents higher than average risk and warrants greater than routine attention by Company personnel due to conditions affecting the borrower, the Borrower’s industry or the economic environment.  These conditions have resulted in some degree of uncertainty that results in higher than average credit risk.

• Special Mention – This rating reflects a potential weakness that deserves management’s close attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or the institution’s credit position at some future date.  The rating is not adversely classified and does not expose an institution to sufficient risk to warrant adverse classification.

• Substandard – This rating represents an asset inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any.  Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.  Loans in this category are characterized by the distinct possibility that the bank will sustain some loss if the deficiencies are not corrected.  Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual assets classified substandard.   This category may include loans where the collection of full principal is doubtful or remote.

All other classes of loans are generally evaluated and monitored based on payment activity.  Non-performing loans include restructured loans on non-accrual and all other non-accrual loans.

69

This table provides an analysis of the credit risk profile of each loan class excluded from ASC 310-30, Loans and Debt Securities Purchased with Deteriorated Credit Quality, at December 31, 2017 and December 31, 2016 (in thousands):

Credit Exposure

Credit Risk Profile by Risk Rating

Originated and Non-PCI Loans

	Commercial				Asset-based				Factoring
	December 31, 2017		December 31, 2016		December 31, 2017		December 31, 2016		December 31, 2017		December 31, 2016
Non-watch list	$	4,048,238	$	4,043,704	$	306,899	$	198,695	$	220,795	$	139,358
Watch		162,788		99,815		—		—		—		—
Special Mention		106,638		32,240		29,715		24,809		47		129
Substandard		235,376		235,047		—		2,374		830		415
Total	$	4,553,040	$	4,410,806	$	336,614	$	225,878	$	221,672	$	139,902

	Real estate – construction				Real estate – commercial
	December 31, 2017		December 31, 2016		December 31, 2017		December 31, 2016
Non-watch list	$	716,830	$	741,022	$	3,434,982	$	3,071,804
Watch		631		149		50,715		43,015
Special Mention		—		—		35,940		5,140
Substandard		388		633		41,993		45,963
Total	$	717,849	$	741,804	$	3,563,630	$	3,165,922

Credit Exposure

Credit Risk Profile Based on Payment Activity

Originated and Non-PCI Loans

	Commercial – credit card				Real estate – residential				Real estate – HELOC
	December 31, 2017		December 31, 2016		December 31, 2017		December 31, 2016		December 31, 2017		December 31, 2016
Performing	$	172,291	$	146,727	$	637,662	$	547,006	$	645,366	$	707,058
Non-performing		—		8		929		1,344		3,013		4,736
Total	$	172,291	$	146,735	$	638,591	$	548,350	$	648,379	$	711,794

	Consumer – credit card				Consumer – other				Leases
	December 31, 2017		December 31, 2016		December 31, 2017		December 31, 2016		December 31, 2017		December 31, 2016
Performing	$	252,385	$	269,623	$	151,747	$	127,447	$	23,967	$	39,532
Non-performing		312		475		36		11,315		—		—
Total	$	252,697	$	270,098	$	151,783	$	138,762	$	23,967	$	39,532

Allowance for Loan Losses

The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s judgment of inherent probable losses within the Company’s loan portfolio as of the balance sheet date. The allowance is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. Accordingly, the methodology is based on historical loss trends. The Company’s process for determining the appropriate level of the allowance for loan losses is designed to account for credit deterioration as it occurs. The provision for probable loan losses reflects loan quality trends, including the levels of and trends related to non-accrual loans, past due loans, potential problem loans, criticized loans and net charge-offs or recoveries, among other factors.

70

The level of the allowance reflects management’s continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio. Portions of the allowance may be allocated for specific loans; however, the entire allowance is available for any loan that, in management’s judgment, should be charged off. While management utilizes its best judgment and information available, the adequacy of the allowance is dependent upon a variety of factors beyond the Company’s control, including, among other things, the performance of the Company’s loan portfolio, the economy, changes in interest rates and changes in the regulatory environment.

The Company’s allowance for loan losses consists of specific valuation allowances and general valuation allowances based on historical loan loss experience for similar loans with similar characteristics and trends, general economic conditions and other qualitative risk factors both internal and external to the Company.

The allowances established for probable losses on specific loans are based on a regular analysis and evaluation of impaired loans.  Loans are classified based on an internal risk grading process that evaluates the obligor’s ability to repay, the underlying collateral, if any, and the economic environment and industry in which the borrower operates. When a loan is considered impaired, the loan is analyzed to determine the need, if any, to specifically allocate a portion of the allowance for loan losses to the loan. Specific valuation allowances are determined by analyzing the borrower’s ability to repay amounts owed, collateral deficiencies, the relative risk ranking of the loan and economic conditions affecting the borrower’s industry.

General valuation allowances are calculated based on the historical loss experience of specific types of loans including an evaluation of the time span and volume of the actual charge-off. The Company calculates historical loss ratios for pools of similar loans with similar characteristics based on the proportion of actual charge-offs experienced to the total population of loans in the pool. The historical loss ratios are updated based on actual charge-off experience. A valuation allowance is established for each pool of similar loans based upon the product of the historical loss ratio, time span to charge-off, and the total dollar amount of the loans in the pool. The Company’s pools of similar loans include similarly risk-graded groups of commercial loans, commercial real estate loans, commercial credit card, home equity loans, consumer real estate loans and consumer and other loans. The Company also considers a loan migration analysis for criticized loans.  This analysis includes an assessment of the probability that a loan will move to a loss position based on its risk rating.  The consumer credit card pool is evaluated based on delinquencies and credit scores.  In addition, a portion of the allowance is determined by a review of qualitative factors by management.  

Generally, the unsecured portion of a commercial or commercial real estate loan is charged-off when, after analyzing the borrower’s financial condition, it is determined that the borrower is incapable of servicing the debt,  little or no prospect for near term improvement exists, and no realistic and significant strengthening action is pending.  For collateral dependent commercial or commercial real estate loans, an analysis is completed regarding the Company’s collateral position to determine if the amounts due from the borrower are in excess of the calculated current fair value of the collateral.  Specific allocations of the allowance for loan losses are made for any collateral deficiency.  If a collateral deficiency is ultimately deemed to be uncollectible, the amount is charged-off.  Revolving commercial loans (such as commercial credit cards) which are past due 90 cumulative days are classified as a loss and charged off.

Generally, a consumer loan, or a portion thereof, is charged-off in accordance with regulatory guidelines which provide that such loans be charged-off when the Company becomes aware of the loss, such as from a triggering event that may include but is not limited to new information about a borrower’s intent and ability to repay the loan, bankruptcy, fraud, or death.  However, the charge-off timeframe should not exceed the specified delinquency time frames, which state that closed-end retail loans (such as real estate mortgages, home equity loans and consumer installment loans) that become past due 120 cumulative days and open-end retail loans (such as home equity lines of credit and consumer credit cards) that become past due 180 cumulative days are classified as a loss and charged-off.

71

ALLOWANCE FOR LOAN LOSSES AND RECORDED INVESTMENT IN LOANS

This table provides a rollforward of the allowance for loan losses by portfolio segment for the year ended December 31, 2017 (in thousands):

	Year Ended December 31, 2017
	Commercial			Real estate			Consumer			Leases			Total
Allowance for loan losses:
Beginning balance	$	71,657		$	10,569		$	9,311		$	112		$	91,649
Charge-offs		(27,985	)		(992	)		(9,629	)		—			(38,606	)
Recoveries		3,522			966			2,073			—			6,561
Provision		33,962			(1,231	)		8,328			(59	)		41,000
Ending Balance	$	81,156		$	9,312		$	10,083		$	53		$	100,604
Ending Balance: individually evaluated for    impairment	$	6,605		$	78		$	—		$	—		$	6,683
Ending Balance: collectively evaluated for    impairment		74,551			9,234			10,083			53			93,921
Loans:
Ending Balance: loans	$	5,283,617		$	5,568,449		$	404,480		$	23,967		$	11,280,513
Ending Balance: individually evaluated for    impairment		61,820			12,956			—			—			74,776
Ending Balance: collectively evaluated for    impairment		5,221,797			5,555,493			404,480			23,967			11,205,737

This table provides a rollforward of the allowance for loan losses by portfolio segment for the year ended December 31, 2016 (in thousands):

	Year Ended December 31, 2016
	Commercial			Real estate			Consumer			Leases			Total
Allowance for loan losses:
Beginning balance	$	63,847		$	8,220		$	8,949		$	127		$	81,143
Charge-offs		(12,788	)		(6,756	)		(9,279	)		—			(28,823	)
Recoveries		3,596			985			2,248			—			6,829
Provision		17,002			8,120			7,393			(15	)		32,500
Ending Balance	$	71,657		$	10,569		$	9,311		$	112		$	91,649
Ending Balance: individually evaluated for    impairment	$	7,866		$	68		$	—		$	—		$	7,934
Ending Balance: collectively evaluated for    impairment		63,791			10,501			9,311			112			83,715
Ending Balance: PCI Loans		—			—			—			—			—
Loans:
Ending Balance: loans	$	4,923,321		$	5,167,870		$	409,660		$	39,532		$	10,540,383
Ending Balance: individually evaluated for    impairment		74,351			13,314			—			—			87,665
Ending Balance: collectively evaluated for    impairment		4,848,970			5,154,556			408,860			39,532			10,451,918
Ending Balance: PCI Loans		—			—			800			—			800

72

This table provides a rollforward of the allowance for loan losses by portfolio segment for the year ended December 31, 2015 (in thousands):

	Year Ended December 31, 2015
	Commercial			Real estate			Consumer			Leases			Total
Allowance for loan losses:
Beginning balance	$	55,349		$	10,725		$	9,921		$	145		$	76,140
Charge-offs		(5,239	)		(214	)		(9,658	)		—			(15,111	)
Recoveries		1,824			321			2,469			—			4,614
Provision		11,913			(2,612	)		6,217			(18	)		15,500
Ending Balance	$	63,847		$	8,220		$	8,949		$	127		$	81,143
Ending Balance: individually evaluated for    impairment	$	5,668		$	196		$	—		$	—		$	5,864
Ending Balance: collectively evaluated for    impairment		58,179			8,024			8,949			127			75,279
Ending Balance: PCI Loans		—			—			—			—			—
Loans:
Ending Balance: loans	$	4,641,027		$	4,301,530		$	446,347		$	41,857		$	9,430,761
Ending Balance: individually evaluated for    impairment		68,004			7,747			2,574			—			78,325
Ending Balance: collectively evaluated for    impairment		4,573,023			4,292,728			441,772			41,857			9,349,380
Ending Balance: PCI Loans		—			1,055			2,001			—			3,056

Impaired Loans

This table provides an analysis of impaired loans by class for the year ended December 31, 2017 (in thousands):

	As of December 31,  2017
	Unpaid Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
Commercial:
Commercial	$	84,749	$	44,525	$	16,465	$	60,990	$	6,299	$	65,385
Asset-based		—		—		—		—		—		—
Factoring		830		—		830		830		306		207
Commercial – credit card		—		—		—		—		—		—
Real estate:
Real estate – construction		108		93		—		93		—		148
Real estate – commercial		16,284		7,968		4,477		12,445		3		10,506
Real estate – residential		427		321		97		418		75		221
Real estate – HELOC		—		—		—		—		—		—
Consumer:
Consumer – credit card		—		—		—		—		—		—
Consumer – other		—		—		—		—		—		8
Leases		—		—		—		—		—		—
Total	$	102,398	$	52,907	$	21,869	$	74,776	$	6,683	$	76,475

73

This table provides an analysis of impaired loans by class for the year ended December 31, 2016 (in thousands):

	As of December 31,  2016
	Unpaid Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
Commercial:
Commercial	$	80,405	$	43,260	$	31,091	$	74,351	$	7,866	$	69,776
Asset-based		—		—		—		—		—		—
Factoring		—		—		—		—		—		—
Commercial – credit card		—		—		—		—		—		—
Real estate:
Real estate – construction		510		181		113		294		68		405
Real estate – commercial		18,107		12,303		487		12,790		—		8,956
Real estate – residential		231		230		—		230		—		520
Real estate – HELOC		—		—		—		—		—		79
Consumer:
Consumer – credit card		—		—		—		—		—		—
Consumer – other		—		—		—		—		—		1,981
Leases		—		—		—		—		—		—
Total	$	99,253	$	55,974	$	31,691	$	87,665	$	7,934	$	81,717

This table provides an analysis of impaired loans by class for the year ended December 31, 2015 (in thousands):

	As of December 31,  2015
	Unpaid Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
Commercial:
Commercial	$	72,739	$	40,648	$	27,356	$	68,004	$	5,668	$	41,394
Asset-based		—		—		—		—		—		—
Factoring		—		—		—		—		—		—
Commercial – credit card		—		—		—		—		—		—
Real estate:
Real estate – construction		782		331		118		449		42		802
Real estate – commercial		7,117		4,891		1,275		6,166		154		7,768
Real estate – residential		1,054		939		—		939		—		1,433
Real estate – HELOC		214		193		—		193		—		162
Consumer:
Consumer – credit card		—		—		—		—		—		—
Consumer – other		2,574		2,574		—		2,574		—		1,795
Leases		—		—		—		—		—		—
Total	$	84,480	$	49,576	$	28,749	$	78,325	$	5,864	$	53,354

Troubled Debt Restructurings

A loan modification is considered a troubled debt restructuring (TDR) when a concession had been granted to a debtor experiencing financial difficulties.  The Company’s modifications generally include interest rate adjustments, principal reductions, and amortization and maturity date extensions.  These modifications allow the debtor short-term cash relief to allow them to improve their financial condition.  The Company’s restructured loans are individually evaluated for impairment and evaluated as part of the allowance for loan loss as described above in the Allowance for Loan Losses section of this note.   

74

The Company had $3.1million and $0.8million in commitments to lend to borrowers with loan modifications classified as TDRs as of December 31, 2017 and December 31, 2016, respectively. The Company monitors loan payments on an on-going basis to determine if a loan is considered to have a payment default.  Determination of payment default involves analyzing the economic conditions that exist for each customer and their ability to generate positive cash flows during the loan term.  During the year ended December 31, 2017, there were no TDRs with payment defaults. There was an immaterial amount of interest recognized on loans classified as TDRs during 2017 and 2016.

For the year ended December 31, 2017, the Company had one residential real estate TDR with a pre-modification loan balance of $97 thousand and a post-modification loan balance of $98 thousand, and one commercial TDR with a pre- and post-modification loan balance of $7.2 million. For the year ended December 31, 2016, the Company had three commercial TDRs with pre- and post-modification balances totaling $24.8 million.

4. SECURITIES

Securities Available for Sale

This table provides detailed information about securities available for sale at December 31, 2017 and 2016 (in thousands):

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
2017	Cost		Gains		Losses			Value
U.S. Treasury	$	40,092	$	—	$	(1,449	)	$	38,643
U.S. Agencies		14,762		—		(10	)		14,752
Mortgage-backed		3,719,369		1,914		(72,040	)		3,649,243
State and political subdivisions		2,546,517		11,965		(15,809	)		2,542,673
Corporates		13,278		—		(12	)		13,266
Total	$	6,334,018	$	13,879	$	(89,320	)	$	6,258,577

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
2016	Cost		Gains		Losses			Value
U.S. Treasury	$	95,315	$	37	$	(1,526	)	$	93,826
U.S. Agencies		198,158		67		(48	)		198,177
Mortgage-backed		3,773,090		7,069		(68,460	)		3,711,699
State and political subdivisions		2,425,155		7,391		(36,789	)		2,395,757
Corporates		66,997		5		(127	)		66,875
Total	$	6,558,715	$	14,569	$	(106,950	)	$	6,466,334

The following table presents contractual maturity information for securities available for sale at December 31, 2017 (in thousands):

	Amortized		Fair
	Cost		Value
Due in 1 year or less	$	288,991	$	288,776
Due after 1 year through 5 years		1,128,445		1,126,389
Due after 5 years through 10 years		834,047		832,221
Due after 10 years		363,166		361,948
Total		2,614,649		2,609,334
Mortgage-backed securities		3,719,369		3,649,243
Total securities available for sale	$	6,334,018	$	6,258,577

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

Proceeds from the sales of securities available for sale were $578.5 million, $951.3 million, and $946.0 million for 2017, 2016, and 2015, respectively.  Securities transactions resulted in gross realized gains of $4.2

75

million for 2017, $8.5 million for 2016, and $10.5 million for 2015.  The gross realized losses were $10 thousand for 2017, $1 thousand for 2016, and $100 thousand for 2015.

Securities available for sale with a fair value of $5.7 billion at both December 31, 2017 and December 31, 2016, were pledged to secure U.S. Government deposits, other public deposits, certain trust deposits, derivative transactions, and repurchase agreements.  Of this amount, securities with a fair value of $1.8 billion at both December 31, 2017 and December 31, 2016 were pledged at the Federal Reserve Discount Window but were unencumbered as of those dates.

The following table shows the Company’s available for sale investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2017 and 2016 (in thousands).

	Less than 12 months					12 months or more					Total
2017	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Description of Securities
U.S. Treasury	$	9,851	$	(64	)	$	28,792	$	(1,385	)	$	38,643	$	(1,449	)
U.S. Agencies		14,553		(10	)		—		—			14,553		(10	)
Mortgage-backed		1,990,006		(19,980	)		1,562,333		(52,060	)		3,552,339		(72,040	)
State and political subdivisions		1,076,930		(7,325	)		376,560		(8,484	)		1,453,490		(15,809	)
Corporates		13,266		(12	)		—		—			13,266		(12	)
Total temporarily-impaired debt securities    available for sale	$	3,104,606	$	(27,391	)	$	1,967,685	$	(61,929	)	$	5,072,291	$	(89,320	)

	Less than 12 months					12 months or more					Total
2016	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Description of Securities
U.S. Treasury	$	48,678	$	(1,526	)	$	—	$	—		$	48,678	$	(1,526	)
U.S. Agencies		103,979		(34	)		9,989		(14	)		113,968		(48	)
Mortgage-backed		2,735,868		(55,035	)		269,637		(13,425	)		3,005,505		(68,460	)
State and political subdivisions		1,748,922		(36,639	)		8,565		(150	)		1,757,487		(36,789	)
Corporates		41,966		(90	)		17,982		(37	)		59,948		(127	)
Total temporarily-impaired debt securities    available for sale	$	4,679,413	$	(93,324	)	$	306,173	$	(13,626	)	$	4,985,586	$	(106,950	)

The unrealized losses in the Company’s investments in U.S. treasury obligations, U.S. government agencies, GSE mortgage-backed securities, municipal securities, and corporates were caused by changes in the interest rate environment.  The Company does not have the intent to sell these securities and does not believe it is more likely than not that the Company will be required to sell these securities before a recovery of amortized cost.  The Company expects to recover its cost basis in the securities and does not consider these investments to be other-than-temporarily impaired at December 31, 2017.

76

Securities Held to Maturity

The following table shows the Company’s held to maturity investments’ amortized cost, fair value, and gross unrealized gains and losses at December 31, 2017 and net unrealized gains, aggregated by maturity category, at December 31, 2016, respectively (in thousands).

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
2017	Cost		Gains		Losses			Value
State and political subdivisions:
Due in 1 year or less	$	2,275	$	3	$	(24	)	$	2,254
Due after 1 year through 5 years		100,648		3,111		(2,834	)		100,925
Due after 5 years through 10 years		372,234		5,006		(14,117	)		363,123
Due after 10 years		785,857		6,952		(51,664	)		741,145
Total state and political subdivisions	$	1,261,014	$	15,072	$	(68,639	)	$	1,207,447

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
2016	Cost		Gains		Losses			Value
State and political subdivisions:
Due in 1 year or less	$	6,077	$	5	$	(947	)	$	5,135
Due after 1 year through 5 years		82,650		2,376		(1,474	)		83,552
Due after 5 years through 10 years		341,741		8,854		(3,021	)		347,574
Due after 10 years		685,464		15,717		(31,415	)		669,766
Total state and political subdivisions	$	1,115,932	$	26,952	$	(36,857	)	$	1,106,027

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

There were no sales of securities held to maturity during 2017, 2016, or 2015.

The unrealized losses in the Company’s held to maturity portfolio were caused by changes in the interest rate environment.  The underlying bonds are subject to a risk-ranking process similar to the Company’s loan portfolio and evaluated for impairment if deemed necessary.  The Company does not have the intent to sell these securities and does not believe it is more likely than not that the Company will be required to sell these securities before a recovery of amortized cost.  The Company expects to recover its cost basis in the securities and does not consider these investments to be other-than-temporarily impaired as of December 31, 2017.

Trading Securities

The net unrealized gains on trading securities at December 31, 2017, 2016, and 2015 were $188 thousand, $233 thousand, and $8 thousand, respectively.  Net unrealized gains/losses are included in trading and investment banking income on the Consolidated Statements of Income.

77

Other Securities

The table below provides detailed information for Federal Reserve Bank stock and Federal Home Loan Bank stock and other securities at December 31, 2017 and 2016 (in thousands):

			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
2017	Cost		Gains		Losses		Value
FRB and FHLB stock	$	33,262	$	—	$	—	$	33,262
Other securities – marketable		3		4,637		—		4,640
Other securities – non-marketable		26,606		1,389		—		27,995
Total Federal Reserve Bank stock and other	$	59,871	$	6,026	$	—	$	65,897
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
2016	Cost		Gains		Losses		Value
FRB and FHLB stock	$	33,262	$	—	$	—	$	33,262
Other securities – marketable		4		9,948		—		9,952
Other securities – non-marketable		24,272		820		—		25,092
Total Federal Reserve Bank stock and other	$	57,538	$	10,768	$	—	$	68,306

Investment in FRB stock is based on the capital structure of the investing bank, and investment in FHLB stock is mainly tied to the level of borrowings from the FHLB. These holdings are carried at cost.  Other marketable and non-marketable securities include PCM alternative investments in hedge funds and private equity funds, which are accounted for as equity-method investments.  The fair value of other marketable securities includes alternative investment securities of $4.6 million at December 31, 2017 and $10.0 million at December 31, 2016.  The fair value of other non-marketable securities includes alternative investment securities of $3.4 million at December 31, 2017 and $2.0 million at December 31, 2016.  Unrealized gains or losses on alternative investments are recognized in the Equity (losses) earnings on alternative investments line of the Company’s Consolidated Statements of Income.  

5. SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL

The Company regularly enters into agreements for the purchase of securities with simultaneous agreements to resell (resell agreements).  The agreements permit the Company to sell or repledge these securities.  Resell agreements were $186.5 million and $323.4 million at December 31, 2017 and 2016, respectively.  The Company obtains possession of collateral with a market value equal to or in excess of the principal amount loaned under resell agreements.

6. LOANS TO OFFICERS AND DIRECTORS

Certain executive officers and directors of the Company and the Bank, including companies in which those persons are principal holders of equity securities or are general partners, borrow in the normal course of business from the Bank.  All such loans have been made on substantially the same terms, including interest rates and collateral, as those prevailing at the same time for comparable transactions with unrelated parties.  In addition, all such loans are current as to repayment terms.  In 2016, the composition of the Bank board of directors changed, with membership of the Bank board mirroring membership of the Company’s board. This change resulted in a significant reduction of the number of loans to officers and directors, totaling $501.4 million for the year-ended December 31, 2016. During the year ended December 31, 2017, changes in the composition of the Bank board of directors resulted in a reduction of $101.0 million in the reportable loans to officers and directors.

78

For the years 2017 and 2016, an analysis of activity with respect to such aggregate loans to related parties appears below (in thousands):

	Year Ended December 31,
	2017			2016
Balance – beginning of year	$	321,392		$	710,085
New loans		61,697			125,868
Repayments		(94,378	)		(13,148	)
Reduction due to change in reportable loans		(101,049	)		(501,413	)
Balance – end of year	$	187,662		$	321,392

7. GOODWILL AND OTHER INTANGIBLES

Changes in the carrying amount of goodwill for the years ended December 31, 2017 and December 31, 2016 by operating segment are as follows (in thousands):

	Bank		Institutional Investment Management			Asset Servicing		Total
Balances as of January 1, 2017	$	161,391	$	47,529		$	19,476	$	228,396
Discontinued assets		—		(47,529	)		—		(47,529	)
Balances as of December 31, 2017	$	161,391	$	—		$	19,476	$	180,867
Balances as of January 1, 2016	$	161,341	$	47,529		$	19,476	$	228,346
Acquisition of Marquette		50		—			—		50
Discontinued assets		—		(47,529	)		—		(47,529	)
Balances as of December 31, 2016	$	161,391	$	—		$	19,476	$	180,867

Following are the intangible assets that continue to be subject to amortization as of December 31, 2017 and 2016 (in thousands):

	As of December 31, 2017
	Core Deposit Intangible Assets		Customer Relationships		Other Intangible Assets		Total
Gross Carrying Amount	$	50,059	$	71,342	$	3,254	$	124,655
Accumulated Amortization		42,209		58,935		3,254		104,398
Net Carrying Amounts	$	7,850	$	12,407	$	—	$	20,257

	As of December 31, 2016
	Core Deposit Intangible Assets		Customer Relationships		Other Intangible Assets		Total
Gross Carrying Amount	$	47,527	$	74,243	$	3,254	$	125,024
Accumulated Amortization		39,040		56,352		3,002		98,394
Net Carrying Amounts	$	8,487	$	17,891	$	252	$	26,630

79

Amortization expense for the years ended December 31, 2017, 2016, and 2015 was $7.3 million, $8.7million and $8.2 million, respectively.  The following table discloses the estimated amortization expense of intangible assets in future years (in thousands):

For the year ending December 31, 2018	$	5,713
For the year ending December 31, 2019		4,714
For the year ending December 31, 2020		3,759
For the year ending December 31, 2021		2,755
For the year ending December 31, 2022		1,815

8. PREMISES AND EQUIPMENT

Premises and equipment consisted of the following (in thousands):

	December 31,
	2017			2016
Land	$	46,415		$	45,634
Buildings and leasehold improvements		328,384			325,510
Equipment		148,425			150,955
Software		186,269			178,527
Total		709,493			700,626
Accumulated depreciation		(300,103	)		(288,956	)
Accumulated amortization		(133,448	)		(122,663	)
Premises and equipment, net	$	275,942		$	289,007

Premises and equipment depreciation and amortization expenses were $45.6 million in 2017, $41.9 million in 2016, and $40.2 million in 2015.  Rental and operating lease expenses were $14.8 million in 2017, $14.6 million in 2016, and $14.1 million in 2015.  

Minimum future rental commitments as of December 31, 2017, for all non-cancelable operating leases are as follows (in thousands):

	2018	$	11,163
	2019		10,892
	2020		10,193
	2021		8,044
	2022		7,517
Thereafter			31,219
Total		$	79,028

80

9. BORROWED FUNDS

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

	December 31,
	2017		2016
Long-term debt:
Trust Preferred Securities:
Marquette Capital Trust I subordinated debentures 2.69% due 2036		16,636		16,356
Marquette Capital Trust II subordinated debentures 2.69% due 2036		17,285		17,020
Marquette Capital Trust III subordinated debentures 3.17% due 2036		6,804		6,705
Marquette Capital Trust IV subordinated debentures 2.92% due 2036		27,560		27,174
Kansas Equity Fund IV, L.P. 0% due 2017		—		2
Kansas Equity Fund V, L.P. 0% due 2017		—		7
Kansas Equity Fund VI, L.P. 0% due 2017		—		23
Kansas Equity Fund IX, L.P. 0% due 2023		133		202
Kansas Equity Fund X, L.P. 0% due 2021		207		272
Kansas City Equity Fund 2009, L.L.C. 0% due 2017		—		10
St. Louis Equity Fund 2007 L.L.C. 0% due 2019		13		13
St. Louis Equity Fund 2009 L.L.C. 0% due 2017		—		95
St. Louis Equity Fund 2012 L.L.C. 0% due 2020		163		243
St. Louis Equity Fund 2013 L.L.C. 0% due 2021		859		1,168
St. Louis Equity Fund 2014 L.L.C. 0% due 2022		1,209		1,507
St. Louis Equity Fund 2015, L.L.C. 0% due 2023		759		908
MHEG Community Fund 41, L.P. 0% due 2024		680		815
MHEG Community Fund 43, L.P. 0% due 2026		1,165		1,362
MHEG Community Fund 45, L.P. 0% due 2027		1,353		1,409
MHEG Community Fund 47, L.P. 0% due 2028		1,485		1,481
MHEG Community Fund 49, L.P. 0% due 2034		2,970		—
Total long-term debt		79,281		76,772
Total borrowed funds	$	79,281	$	76,772

Aggregate annual repayments of long-term debt at December 31, 2017, are as follows (in thousands):

	2018	$	1,519
	2019		1,678
	2020		1,896
	2021		1,565
	2022		1,183
Thereafter			71,440
Total		$	79,281

The Company assumed long-term debt obligations with an aggregate balance of $103.1 million and an aggregate fair value of $65.5 million as of the acquisition date of May 31, 2015, payable to four unconsolidated trusts (Marquette Capital Trust I, Marquette Capital Trust II, Marquette Capital Trust III, and Marquette Capital Trust IV) that previously issued trust preferred securities. Interest rates on trust preferred securities are tied to the three-month LIBOR rate with spreads ranging from 133 basis points to 160 basis points and reset quarterly. The trust preferred securities have maturity dates ranging from January 2036 to September 2036.

The Company is a member bank of the FHLB of Des Moines.  Through this relationship, the Company purchased $10.0 million of FHLB stock and has access to additional liquidity and funding sources through FHLB advances.  The Company’s borrowing capacity is dependent upon the amount of collateral the Company places at the FHLB.  As of December 31, 2017, the FHLB had issued three 30-day letters of credit totaling $300.0 million on behalf of the Company to secure public fund deposits, all of which expired in January 2018.  The letters of credit reduced the Company’s borrowing capacity with the FHLB from $2.0 billion to $1.7 billion as of December 31, 2017.   The Company had no outstanding FHLB advances at FHLB of Des Moines as of December 31, 2017.

81

The Company has a revolving line of credit with Wells Fargo Bank, N.A. which allows the Company to borrow up to $50.0 million for general working capital purposes.  The interest rate applied to borrowed balances will be at the Company’s option either 1.00 percent above LIBOR or 1.75 percent below the prime rate on the date of an advance.  The Company pays 0.3 percent unused commitment fee for unused portions of the line of credit.  The Company currently has no outstanding balance on this line of credit.

The Company enters into sales of securities with simultaneous agreements to repurchase (repurchase agreements).  The Company utilizes repurchase agreements to facilitate the needs of customers and to facilitate secured short-term funding needs. Repurchase agreements are stated at the amount of cash received in connection with the transaction. The Company monitors collateral levels on a continuous basis and may be required to provide additional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with the Company’s safekeeping agents.  The amounts received under these agreements represent short-term borrowings.  The amount outstanding at December 31, 2017, was $1.2 billion (with accrued interest payable of $197 thousand).  The amount outstanding at December 31, 2016, was $1.4 billion (with accrued interest payable of $80 thousand).  

The carrying amounts and market values of the securities and the related repurchase liabilities and weighted average interest rates of the repurchase liabilities (grouped by maturity of the repurchase agreements) were as follows as of December 31, 2017 (in thousands):

	As of December 31, 2017
	Securities Market Value		Repurchase Liabilities		Weighted Average Interest Rate
Maturity of the Repurchase Liabilities
On Demand	$	1,004	$	1,000		2.49	%
2 to 30 days		1,233,478		1,248,370		1.10
Over 90 Days		—		—		—
Total	$	1,234,482	$	1,249,370		1.10	%

The table below presents the remaining contractual maturities of repurchase agreements outstanding at December 31, 2017, in addition to the various types of marketable securities that have been pledged as collateral for these borrowings (in thousands).

	As of December 31, 2017
	Remaining Contractual Maturities of the Agreements
Repurchase agreements, secured by:	On Demand		2-29 days		Over 90 Days		Total
U.S. Treasury	$	—	$	14,743	$	—	$	14,743
U.S. Agency		1,000		1,233,627		—		1,234,627
Total repurchase agreements	$	1,000	$	1,248,370	$	—	$	1,249,370

10. REGULATORY REQUIREMENTS

Payment of dividends by the Bank to the parent company is subject to various regulatory restrictions.  For national banks, the governing regulatory agency must approve the declaration of any dividends generally in excess of the sum of net income for that year and retained net income for the preceding two years.  

The Bank maintains a reserve balance with the FRB as required by law.  During 2017, this amount averaged $303.8 million, compared to $297.4 million in 2016.

       In July 2013, the FRB approved a final rule to implement in the United States the Basel III regulatory capital reforms from the Basel Committee on Banking Supervision and certain changes required by the Dodd-Frank Act. The final rule included a new minimum ratio of common equity tier 1 capital to risk-weighted assets of 4.5% and a common equity tier 1 capital conservation buffer of 2.5% of risk-weighted assets. The final rule also adjusted the methodology for calculating risk-weighted assets to enhance risk sensitivity. Beginning January 1, 2015, the Company was required to be compliant with revised minimum regulatory capital ratios and began the transitional period for definitions of regulatory capital and regulatory capital adjustments and deductions established under the final rule. Compliance with the risk-weighted asset calculations was required on January 1, 2015 and the Company is in compliance with the increased capital standards.

82

At December 31, 2017, the Company is required to have minimum common equity tier 1, tier 1, and total capital ratios of 4.5%, 6.0% and 8.0%, respectively.  The Company’s actual ratios at that date were 12.95%, 12.95% and 14.04%, respectively.  The Company is required to have a minimum leverage ratio of 4.0%, and the leverage ratio at December 31, 2017, was 9.94%.

As of December 31, 2017, the most recent notification from the OCC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action.  To be categorized as well-capitalized the Bank must maintain total risk-based, tier 1 risk-based, common equity tier 1, and tier 1 leverage ratios of 10.0%, 8.0%, 6.5%, and 5.0%, respectively.  There are no conditions or events that have occurred since the receipt of the most recent notification that management believes have changed the Bank’s categorization.

In addition, under amendments to the BHCA introduced by the Dodd-Frank Act and commonly known as the Volcker Rule, the Company and its subsidiaries are subject to extensive limits on proprietary trading and on owning or sponsoring hedge funds and private-equity funds. The limits on proprietary trading are largely focused on purchases or sales of financial instruments by a banking entity as principal primarily for the purpose of short-term resale, benefitting from actual or expected short-term price movements, or realizing short-term arbitrage profits. The limits on owning or sponsoring hedge funds and private-equity funds are designed to ensure that banking entities generally maintain only small positions in managed or advised funds and are not exposed to significant losses arising directly or indirectly from them. The Volcker Rule also provides for increased capital charges, quantitative limits, rigorous compliance programs, and other restrictions on permitted proprietary trading and fund activities, including a prohibition on transactions with a covered fund that would constitute a covered transaction under Sections 23A and 23B of the Federal Reserve Act. The fund activities of the Company and its subsidiaries are in conformance with the Volcker Rule, which became effective July 21, 2015.  

83

Actual capital amounts as well as required and well-capitalized common equity tier 1, tier 1, total and tier 1 leverage ratios as of December 31, 2017 and 2016 for the Company and the Bank are as follows (in thousands):

	2017
	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
Common Equity Tier 1 Capital:
UMB Financial Corporation	$	2,041,504		12.95	%	$	709,309		4.50	%	$	N/A		N/A	%
UMB Bank, n. a.		1,750,297		11.19			704,062		4.50			1,016,979		6.50
Tier 1 Capital:
UMB Financial Corporation		2,041,504		12.95			945,746		6.00		N/A		N/A
UMB Bank, n. a.		1,750,297		11.19			938,750		6.00			1,251,666		8.00
Total Capital:
UMB Financial Corporation		2,213,050		14.04			1,260,994		8.00		N/A		N/A
UMB Bank, n. a.		1,853,558		11.85			1,251,666		8.00			1,564,583		10.00
Tier 1 Leverage:
UMB Financial Corporation		2,041,504		9.94			821,527		4.00		N/A		N/A
UMB Bank, n. a.		1,750,297		8.57			816,859		4.00			1,021,073		5.00
	2016
Common Equity Tier 1 Capital:
UMB Financial Corporation	$	1,789,581		11.80	%	$	682,428		4.50	%	$	N/A		N/A	%
UMB Bank, n. a.		1,613,024		10.73			676,357		4.50			976,960		6.50
Tier 1 Capital:
UMB Financial Corporation		1,789,581		11.80			909,903		6.00		N/A		N/A
UMB Bank, n. a.		1,613,024		10.73			901,809		6.00			1,202,412		8.00
Total Capital:
UMB Financial Corporation		1,951,078		12.87			1,213,205		8.00		N/A		N/A
UMB Bank, n. a.		1,707,265		11.36			1,202,412		8.00			1,503,016		10.00
Tier 1 Leverage:
UMB Financial Corporation		1,789,581		9.09			787,604		4.00		N/A		N/A
UMB Bank, n. a.		1,613,024		8.24			782,638		4.00			978,297		5.00

11. EMPLOYEE BENEFITS

The Company has a discretionary noncontributory profit sharing plan, which features an employee stock ownership plan.  This plan is for the benefit of substantially all eligible officers and employees of the Company and its subsidiaries.  The Company has accrued and anticipates making a discretionary payment of $4.0 million in March 2018, for 2017.  A $1.5 million contribution was paid in 2017, for 2016.  A $1.5 million contribution was paid in 2016, for 2015.

The Company has a qualified 401(k) profit sharing plan that permits participants to make contributions by salary deduction.  The Company made a matching contribution to this plan of $6.7 million in 2017, for 2016 and $6.4 million in 2016, for 2015. The Company anticipates making a matching contribution of $7.2 million in March 2018, for 2017.

The Company recognized $2.5 million, $2.1 million, and $2.2 million in expense related to outstanding stock options and $10.4 million, $9.2 million, and $8.1 million in expense related to outstanding restricted stock grants for the years ended December 31, 2017, 2016, and 2015, respectively.  The Company had $4.7 million of unrecognized compensation expense related to the outstanding options and $17.3 million of unrecognized compensation expense related to outstanding restricted stock grants at December 31, 2017.  

84

2002 Incentive Stock Option Plan

On April 18, 2002, the shareholders of the Company approved the 2002 Incentive Stock Options Plan (the 2002 Plan), which provides incentive options to certain key employees to receive up to 2 million common shares of the Company.  All options that are issued under the 2002 Plan terminate after 10 years (except for any option granted to a person holding more than 10 percent of the Company’s stock, in which case the option terminates after five years).  All options issued prior to 2005, under the 2002 Plan, could not be exercised until at least four years and 11 months after the date they are granted.  Options issued in 2006, 2007, and 2008 under the 2002 Plan, have a vesting schedule of 50 percent after three years; 75 percent after four years and 100 percent after four years and 11 months.  Except under circumstances of death, disability or certain retirements, the options cannot be exercised after the grantee has left the employment of the Company or its subsidiaries.  The exercise period for an option may be accelerated upon the optionee’s qualified disability, retirement or death.  All options expire at the end of the exercise period.  Options are granted at exercise prices of no less than 100 percent of the fair market value of the underlying shares based on the fair value of the option at date of grant.  On January 25, 2011, the Board amended and froze the 2002 Plan such that no shares of Company stock shall thereafter be available for grants under the 2002 Plan. Existing awards granted under the 2002 Plan will continue in accordance with their terms under the 2002 Plan. The 2002 Plan expired without modification on April 17, 2012.

The table below discloses the information relating to option activity in 2017, under the 2002 Plan:

	Number of Shares			Weighted Average Price Per Share		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Stock Options Under the 2002 Plan
Outstanding - December 31, 2016		91,461		$	39.63
Granted		—			—
Expired		(4,304	)		38.65
Exercised		(55,471	)		38.96
Outstanding - December 31, 2017		31,686		$	40.93		0.9	$	981,949
Exercisable - December 31, 2017		31,686		$	40.93		0.9	$	981,949

No options were granted under the 2002 Plan during 2017, 2016, or 2015.  The total intrinsic value of options exercised during the year ended December 31, 2017, 2016, and 2015 was $2.0 million, $2.3 million, and $1.1 million, respectively.  As of December 31, 2017, there was no unrecognized compensation cost related to the nonvested options.  

Long-Term Incentive Compensation Plan

At the April 26, 2005, shareholders’ meeting, the shareholders of the Company approved the UMB Financial Corporation Long-Term Incentive Compensation Plan (LTIP) which became effective as of January 1, 2005. The LTIP permits the issuance to selected officers of the Company service-based restricted stock grants, performance-based restricted stock grants and non-qualified stock options. Service-based restricted stock grants contain a service requirement.  The performance-based restricted grants contain performance and service requirements.  The non-qualified stock option grants contain a service requirement.

At the April 23, 2013 shareholders’ meeting, the shareholders of the Company approved amendments to the LTIP Plan, including increasing the number of shares of the Company’s stock reserved for issuance under the Plan from 5.25 million shares to 7.44 million shares. Additionally, the shareholders approved increasing the maximum benefits any one eligible employee may receive under the plan during any one fiscal year from $1 million to $2 million taking into account the value of all stock options and restricted stock received. 

The service-based restricted stock grants contain a service requirement with varying vesting schedules.  The majority of these grants issued prior to 2016 utilize a vesting schedule in which 50 percent of the shares vest after three years of service, 75 percent after four years of service and 100 percent after five years of service.  The majority of these grants issued in 2016 and beyond utilize a vesting schedule in which 50 percent of the shares vest after two years of service, 75 percent after three years of service and 100 percent after four years of service.  Certain other

85

grants utilize vesting schedules in which the grants vest ratably over the requisite service period or contain a three-year cliff vesting.

The performance-based restricted stock grants contain a service and a performance requirement.  The performance requirement is based on a predetermined performance requirement over a three year period.  The service requirement portion is a three year cliff vesting.  If the performance requirement is not met, the participants do not receive the shares.  

The dividends on service and performance-based restricted stock grants are treated as two separate transactions.  First, cash dividends are paid on the restricted stock.  Those cash dividends are then paid to purchase additional shares of restricted stock.  Dividends earned as additional shares of restricted stock have the same terms as the associated grant.  The dividends paid on the stock are recorded as a reduction to retained earnings (similar to all dividend transactions).

The table below discloses the status of the service-based restricted shares during 2017:

	Number of Shares			Weighted Average Grant Date Fair Value
Service-Based Restricted Stock
Nonvested - December 31, 2016		524,515		$	50.74
Granted		100,671			75.00
Canceled		(25,244	)		55.85
Vested		(129,809	)		51.72
Nonvested - December 31, 2017		470,133		$	55.39

As of December 31, 2017, there was $14.2 million of unrecognized compensation cost related to the nonvested shares.  The cost is expected to be recognized over a period of 2.3 years.  Total fair value of shares vested during the year ended December 31, 2017, 2016, and 2015 was $9.9 million, $7.4 million, and $7.2 million, respectively.    

The table below discloses the status of the performance-based restricted shares during 2017:

	Number of Shares			Weighted Average Grant Date Fair Value
Performance-Based Restricted Stock
Nonvested - December 31, 2016		118,686		$	50.67
Granted		42,078			75.25
Canceled		(6,942	)		54.20
Vested		(18,608	)		57.40
Nonvested - December 31, 2017		135,214		$	57.22

As of December 31, 2017, there was $3.1 million of unrecognized compensation cost related to the nonvested shares.  The cost is expected to be recognized over a period of 1.7 years.  Total fair value of shares vested during the years ended December 31, 2017, 2016 and 2015, was $1.4 million, $1.0 million and $1.9 million, respectively.  

The non-qualified stock options carry a service requirement and grants issued prior to 2016 will vest 50 percent after three years, 75 percent after four years and 100 percent after five years, while grants issued in 2016 and beyond will vest 50 percent after two years, 75 percent after three years and 100 percent after four years.

86

The table below discloses the information relating to non-qualified option activity in 2017 under the LTIP:

	Number of Shares			Weighted Average Price Per Share		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Stock Options Under the LTIP
Outstanding - December 31, 2016		1,163,849		$	47.10
Granted		151,279			75.25
Canceled		(18,291	)		53.22
Expired		(678	)		49.97
Exercised		(248,698	)		42.57
Outstanding - December 31, 2017		1,047,461		$	52.13		6.4	$	20,722,166
Exercisable - December 31, 2017		345,811		$	44.89		4.0	$	9,348,718

The Company uses the Black-Scholes pricing model to determine the fair value of its options.  The assumptions for stock-based awards in the past three years utilized in the model are shown in the table below.  

	2017			2016			2015
Black-Scholes pricing model:
Weighted average fair value of the granted option	$	17.88		$	9.90		$	11.95
Weighted average risk-free interest rate		1.29	%		1.30	%		1.62	%
Expected option life in years		6.25			6.25			6.25
Expected volatility		24.41	%		25.71	%		26.73	%
Expected dividend yield		2.03	%		2.02	%		1.74	%

The expected option life is derived from historical exercise patterns and represents the amount of time that options granted are expected to be outstanding. The expected volatility is based on historical volatilities of the Company’s stock. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

The weighted average grant-date fair value of options granted during the years 2017, 2016, and 2015 was $17.88, $9.90, and $11.95, respectively.  The total intrinsic value of options exercised during the years ended December 31, 2017, 2016 and 2015, was $8.1 million, $5.8 million and $2.6 million, respectively.  As of December 31, 2017, there was $4.7 million of unrecognized compensation cost related to the nonvested options. The cost is expected to be recognized over a period of 2.4 years.

Cash received from options exercised under all share based compensation plans was $12.7 million, $15.8 million, and $10.5 million for the years ended December 31, 2017, 2016, and 2015, respectively.  The tax benefit realized for stock options exercised was $3.6 million and $1.1 million for the years ended December 31, 2017 and 2016, respectively. The 2016 and 2017 tax benefits were recognized in the Company’s Consolidated Statements of Income due to the Company’s adoption of ASU No. 2016-09 with an effective date of January 1, 2016. See further discussion of this ASU in Note 2, “New Accounting Pronouncements.” The tax benefit realized for stock options exercised in 2015 was $0.9 million, which was recognized in the Company’s Consolidated Statements of Changes in Shareholder’s Equity.

The Company has no specific policy to repurchase common shares to mitigate the dilutive impact of options; however, the Company has historically made adequate discretionary repurchases of common shares in an amount that exceeds stock option exercise activity.  See a description of the Company’s share repurchase plan in Note 13, “Common Stock and Earnings Per Share,” in the Notes to the Consolidated Financial Statements provided in Item 8, page 89 of this report.

12. BUSINESS SEGMENT REPORTING

The Company has strategically aligned its operations into the following two reportable segments (collectively, “Business Segments”): Bank and Asset Servicing.  Senior executive officers regularly evaluate business segment

87

financial results produced by the Company’s internal reporting system in deciding how to allocate resources and assess performance for individual Business Segments. Previously, the Company had the following four Business Segments:  Bank, Institutional Investment Management,Asset Servicing, and Payment Solutions.  In the first quarter of 2016, the Company merged the Payment Solutions segment into the Bank segment to better reflect how the core businesses, products and services are being evaluated by management currently. The Company’s Payment Solutions leadership structure and financial performance assessments are now included in the Bank segment, and accordingly, the reportable segments were realigned to reflect these changes. Additionally, during 2017, the Company sold all of the outstanding stock of Scout, its institutional investment management subsidiary. As the operations of Scout are now included in discontinued operations, the Company no longer presents this segment’s operations as one of its business segments. The Company’s reportable segments include certain corporate overhead, technology and service costs that are allocated based on methodologies that are applied consistently between periods. For comparability purposes, amounts in all periods are based on methodologies in effect at December 31, 2017. Previously reported results have been reclassified in this filing to conform to the current organizational structure.

The following summaries provide information about the activities of each segment:

The Bank provides a full range of banking services to commercial, retail, government and correspondent bank customers through the Company’s branches, call center, internet banking, and ATM network.  Servicesinclude traditional commercial and consumer banking, treasury management, leasing, foreign exchange, consumer and commercial credit and debit card, prepaid debit card solutions, healthcare services, institutional cash management, merchant bankcard, wealth management, brokerage, insurance, capital markets, investment banking, corporate trust, and correspondent banking.

Asset Servicing provides services to the asset management industry, supporting a range of investment products, including mutual funds, alternative investments and managed accounts.  Services include fund administration, fund accounting, investor services, transfer agency, distribution, marketing, custody, alternative investment services, and collective and multiple-series trust services. 

BUSINESS SEGMENT INFORMATION

Segment financial results were as follows (in thousands):

	Year Ended December 31, 2017
	Bank		Asset Servicing		Total
Net interest income	$	546,000	$	12,913	$	558,913
Provision for loan losses		41,000		—		41,000
Noninterest income		328,550		95,012		423,562
Noninterest expense		616,883		88,246		705,129
Income before taxes		216,667		19,679		236,346
Income tax expense		49,522		3,848		53,370
Income from continuing operations	$	167,145	$	15,831	$	182,976
Average assets	$	19,612,450	$	783,550	$	20,396,000

	Year Ended December 31, 2016
	Bank		Asset Servicing		Total
Net interest income	$	484,716	$	10,607	$	495,323
Provision for loan losses		32,500		—		32,500
Noninterest income		309,889		92,622		402,511
Noninterest expense		582,719		84,026		666,745
Income before taxes		179,386		19,203		198,589
Income tax expense		40,406		4,549		44,955
Income from continuing operations	$	138,980	$	14,654	$	153,634
Average assets	$	18,371,950	$	1,221,050	$	19,593,000

88

	Year Ended December 31, 2015
	Bank		Asset Servicing		Total
Net interest income	$	406,884	$	5,183	$	412,067
Provision for loan losses		15,500		—		15,500
Noninterest income		274,376		96,283		370,659
Noninterest expense		555,962		82,976		638,938
Income before taxes		109,798		18,490		128,288
Income tax expense		26,651		5,079		31,730
Income from continuing operations	$	83,147	$	13,411	$	96,558
Average assets	$	16,801,000	$	985,000	$	17,786,000

13. COMMON STOCK AND EARNINGS PER SHARE

The following table summarizes the share transactions for the three years ended December 31, 2017 (in thousands, except for share data):

	Shares Issued		Shares in Treasury
Balance December 31, 2014		55,056,730		(9,524,542	)
Common stock issuance for acquisition		—		3,470,478
Purchase of Treasury Stock		—		(225,894	)
Sale of Treasury Stock		—		19,695
Issued for stock options & restricted stock		—		599,899
Balance December 31, 2015		55,056,730		(5,660,364	)
Purchase of Treasury Stock		—		(399,677	)
Sale of Treasury Stock		—		21,036
Issued for stock options & restricted stock		—		655,331
Balance December 31, 2016		55,056,730		(5,383,674	)
Purchase of Treasury Stock		—		(245,982	)
Sale of Treasury Stock		—		14,908
Issued for stock options & restricted stock		—		453,008
Balance December 31, 2017		55,056,730		(5,161,740	)

As noted in the table above, in 2015, the Company issued 3.5 million shares to the owners of Marquette for the purchase of all of the outstanding shares of Marquette.  The owners of Marquette as of the close of business on the acquisition date of May 31, 2015 received 9.2295 shares of the Company’s common stock for each share of Marquette common stock owned on that date.   The market value of the shares of the Company’s common stock issued at the effective time of the merger was approximately $179.7 million, based on the closing price of the Company’s stock of $51.79 per share on May 29, 2015.

The Board approved a plan to repurchase up to 2 million shares of common stock annually at its 2015, 2016 and 2017 meetings.  All open market share purchases under the share repurchase plans are intended to be within the scope of Rule 10b-18 promulgated under the Exchange Act.  Rule 10b-18 provides a safe harbor for purchases in a given day if the Company satisfies the manner, timing and volume conditions of the rule when purchasing its own common shares. The Company has not made any repurchases other than through these plans.

Basic earnings per share are computed by dividing income available to common shareholders by the weighted average number of shares outstanding during the year.  Diluted earnings per share gives effect to all potential common shares that were outstanding during the year.

89

The shares used in the calculation of basic and diluted earnings per share, are shown below:

	For the Years Ended December 31,
	2017		2016		2015
Weighted average basic common shares outstanding		49,223,661		48,828,313		47,126,252
Dilutive effect of stock options and restricted stock		615,629		448,742		453,082
Weighted average diluted common shares outstanding		49,839,290		49,277,055		47,579,334

14. COMMITMENTS, CONTINGENCIES AND GUARANTEES

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

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

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

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

Standby letters of credit are conditional commitments issued by the Company payable upon the non-performance of a customer’s obligation to a third party.  The Company issues standby letters of credit for terms ranging from three months to six years.  The Company generally requires the customer to pledge collateral to support the letter of credit.  The maximum liability to the Company under standby letters of credit at December 31, 2017 and 2016, was $316.1 million and $376.6 million, respectively.  As of December 31, 2017 and 2016, standby letters of credit totaling $42.5 million and $67.4 million, respectively, were with related parties to the Company.

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

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

90

The Company uses contracts to offset interest rate risk on specific securities held in the trading portfolio.  As of December 31, 2017 and 2016, there were no notional amounts outstanding for these contracts.   There were no open futures contract positions during the year ended December 31, 2017. Open futures contract positions average notional amount was $0.4 million during the year ended December 31, 2016.  Net futures activity resulted in losses of $6 thousand and of $142 thousand and gains of $35 thousand for 2017, 2016, and 2015, respectively.  The Company controls the credit risk of its futures contracts through credit approvals, limits and monitoring procedures.

The Company also enters into foreign exchange contracts on a limited basis.  For operating purposes, the Company maintains certain balances in foreign banks. Foreign exchange contracts are purchased on a monthly basis to avoid foreign exchange risk on these foreign balances.  The Company will also enter into foreign exchange contracts to facilitate foreign exchange needs of customers.  The Company will enter into a contract to buy or sell a foreign currency at a future date only as part of a contract to sell or buy the foreign currency at the same future date to a customer.  During 2017, contracts to purchase and to sell foreign currency averaged approximately $36.8 million compared to $40.5 million during 2016.  The net gains on these foreign exchange contracts for 2017, 2016 and 2015 were $1.9 million, $1.6 million and $1.8 million, respectively.

With respect to group concentrations of credit risk, most of the Company’s business activity is with customers in the states of Missouri, Kansas, Colorado, Oklahoma, Nebraska, Arizona, Illinois, and Texas.  At December 31, 2017, the Company did not have any significant credit concentrations in any particular industry.

The following table summarizes the Company’s off-balance sheet financial instruments as described above.

	Contract or Notional Amount December 31,
	2017		2016
Commitments to extend credit for loans (excluding credit card loans)	$	6,689,467	$	6,471,404
Commitments to extend credit under credit card loans		2,975,507		2,798,433
Commercial letters of credit		813		1,098
Standby letters of credit		316,054		376,617
Forward contracts		29,007		49,352
Spot foreign exchange contracts		628		3,725

15. DIVESTITURES AND ACQUISITIONS

On November 17, 2017, the Company closed the previously announced sale of all of the outstanding stock of Scout, its institutional investment management subsidiary, for $172.5 million in cash, which remains subject to customary post-closing purchase adjustments. The gain recorded on the disposal of Scout was $103.6 million. The Company plans to use the proceeds from the transaction for general corporate purposes and to support its continued organic growth in the commercial, consumer, private wealth, institutional banking, healthcare, and asset servicing businesses.

This table summarizes the components of income from discontinued operations, net of taxes, for the years ended December 31, 2017, 2016, and 2015 presented in the Consolidated Statements of Income (in thousands):

	For the years ended December 31,
	2017			2016		2015
Total noninterest income	$	63,416		$	73,564	$	95,795
Total noninterest expense		65,834			65,149		64,798
(Loss) income from discontinued operations		(2,418	)		8,415		30,997
Gain on the disposal of discontinued operations		103,644			—		—
Total income from discontinued operations		101,226			8,415		30,997
Income tax expense		37,097			3,248		11,482
Net income on discontinued operations	$	64,129		$	5,167	$	19,515

91

The discontinued assets of Scout included on the Consolidated Balance Sheets are as follows (in thousands):

	December 31, 2017		December 31, 2016
Goodwill	$	—	$	47,529
Other intangibles, net		—		7,861
Discontinued assets – goodwill and other intangibles, net	$	—	$	55,390

The components of net cash provided by operating and investing activities of discontinued operations included in the Consolidated Statements of Cash Flows are as follows (in thousands):

	For the years ended December 31,
	2017			2016		2015
Income from discontinued operations	$	64,129		$	5,167	$	19,515
Gain on the disposal of discontinued operations		(103,644	)		—		—
Depreciation and amortization		1,647			3,596		3,919
Net cash (used in) provided by operating activities of discontinued operations	$	(37,868	)	$	8,763	$	23,434
Proceeds on disposal of discontinued operations	$	167,183		$	—	$	—
Net cash provided by investing activities of discontinued operations	$	167,183		$	—	$	—

On May 31, 2015, the Company acquired all of the outstanding common shares of Marquette. Marquette was a privately-held financial services company with a portfolio of businesses and operated thirteen branches in Arizona and Texas, two national commercial specialty-lending businesses focused on asset-based lending and accounts receivable factoring, as well as an asset-management firm. As of the close of trading on the acquisition date of May 31, 2015, the beneficial owners of Marquette received 9.2295 shares of the Company’s common stock for each share of Marquette common stock owned at that date (approximately 3.47 million shares total). The market value of the Company’s common stock issued at the effective time of the merger was approximately $179.7 million, based on the closing stock price of the Company’s common stock of $51.79 per share on May 29, 2015. The transaction was accounted for using the acquisition method of accounting in accordance with FASB ASC Topic 805, Business Combinations. Accordingly, the purchase price was allocated based on the estimated fair market values of the assets and liabilities acquired.

92

The following table summarizes the net assets acquired (at fair value) and consideration transferred for Marquette (in thousands, except for per share data):

	Fair Value
	May 31, 2015
Assets
Loans	$	980,404
Investment securities		177,694
Cash and due from banks		95,351
Premises and equipment, net		11,508
Identifiable intangible assets		14,881
Other assets		32,336
Total assets acquired		1,312,174
Liabilities
Noninterest-bearing deposits		226,161
Interest-bearing deposits		708,675
Short-term debt		112,133
Long-term debt		89,971
Other liabilities		14,135
Total liabilities assumed		1,151,075
Net identifiable assets acquired		161,099
Preliminary goodwill		18,638
Net assets acquired	$	179,737
Consideration:
Company's common shares issued		3,470
Purchase price per share of the Company's common stock	$	51.79
Fair value of total consideration transferred	$	179,737

In the acquisition, the Company purchased $980.4 million of loans at fair value. All non-performing loans and select other classified loan relationships considered by management to be credit impaired are accounted for pursuant to ASC Topic 310-30, as previously discussed within Note 3, “Loans and Allowance for Loan Losses.”

The Company assumed long-term debt obligations with an aggregate balance of $103.1 million and an aggregate fair value of $65.5 million as of the acquisition date of May 31, 2015 payable to four unconsolidated trusts (Marquette Capital Trust I, Marquette Capital Trust II, Marquette Capital Trust III, and Marquette Capital Trust IV) that previously issued trust preferred securities.  The interest rate on the trust preferred securities issued by Marquette Capital Trust II was fixed at 6.30 percent until January 2016, and is reset each quarter at a variable rate tied to the three-month LIBOR plus 133 basis points thereafter.  Interest rates on trust preferred securities issued by the remaining three trusts are tied to the three-month LIBOR rate with spreads ranging from 133 basis points to 160 basis points and reset quarterly. The trust preferred securities have maturity dates ranging from January 2036 to September 2036.

The amount of goodwill arising from the acquisition reflects the Company’s increased market share and related synergies that are expected to result from combining the operations of UMB and Marquette. All of the goodwill was assigned to the Bank segment. In accordance with ASC 350, Intangibles-Goodwill and Other, goodwill will not be amortized but will be subject to at least an annual impairment test.  As the Company acquired tax deductible goodwill in excess of the amount reported in the Consolidated Financial Statements, the goodwill is expected to be deductible for tax purposes.  The fair value of the acquired identifiable intangible assets of $14.9 million was comprised of a core deposit intangible of $11.0 million, customer lists of $2.9 million and non-compete agreements of $1.0 million.

The results of Marquette are included in the results of the Company subsequent to May 31, 2015. For the year ended December 31, 2016, acquisition expenses recognized in Noninterest expense in the Company’s Consolidated Statements of Income totaled $4.8 million.  This total included $896 thousand of severance in Salaries and employee benefits and $1.7 million in Legal and consulting fees.  For the year ended December 31, 2015, acquisition expenses

93

recognized in Noninterest expense totaled $9.8 million. This total included $2.4 million of severance in Salaries and employee benefits and $4.8 million in Legal and consulting fees.

16. INCOME TAXES

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act ("the Tax Act”). The Tax Act includes numerous changes to existing tax law, including among other things, a permanent reduction in the federal corporate income tax rate from 35% to 21% effective January 1, 2018.  The Company recognized the income tax effects of the Tax Act in its 2017 financial statements.  The changes included in the Tax Act are broad and complex.  Given the complexity of the Tax Act and the detailed analysis required, the adjustments reflected in the current and deferred tax accounts may be subject to further refinement as additional information becomes available and further analysis performed. Upon completion of our 2017 U.S. income tax return in 2018 we may identify additional remeasurement adjustments to our recorded deferred tax liabilities. We will continue to assess our provision for income taxes as further guidance is issued, but do not currently anticipate significant revisions will be necessary.

Income taxes on continuing operations produce effective income tax rates of 22.6 percent in 2017, 22.6 percent in 2016, and 24.7 percent in 2015.  These percentages are computed by dividing income tax expense by Income from continuing operations before income taxes.

Income tax expense from continuing operations includes the following components (in thousands):

	Year Ended December 31,
	2017			2016		2015
Current tax
Federal	$	(8,260	)	$	41,860	$	29,622
State		1,889			1,570		2,753
Total current tax (benefit) expense		(6,371	)		43,430		32,375
Deferred tax
Federal		57,851			1,145		301
State		1,890			380		(946	)
Total deferred tax expense (benefit)		59,741			1,525		(645	)
Total tax expense	$	53,370		$	44,955	$	31,730

Income taxes from discontinued operations produce effective income tax rates of 36.6 percent in 2017, 38.6 percent in 2016, and 37.0 percent in 2015. These percentages are computed by dividing income tax expense by Income from discontinued operations before income taxes.

Income tax expense from discontinued operations includes the following components (in thousands):

	Year Ended December 31,
	2017			2016		2015
Current tax
Federal	$	35,169		$	1,759	$	14,847
State		1,930			258		838
Total current tax expense (benefit)		37,099			2,017		15,685
Deferred tax
Federal		260			1,187		(3,998	)
State		(262	)		44		(205	)
Total deferred tax (benefit) expense		(2	)		1,231		(4,203	)
Total tax expense	$	37,097		$	3,248	$	11,482

94

The reconciliation between the income tax expense and the amount computed by applying the statutory federal tax rate of 35% to income from continuing operations before income taxes is as follows (in thousands):

	Year Ended December 31,
	2017			2016			2015
Statutory federal income tax expense	$	82,721		$	69,506		$	44,901
Tax-exempt interest income		(25,697	)		(20,196	)		(15,405	)
Tax-exempt life insurance related income		(5,769	)		(3,405	)		(932	)
Equity-based compensation		(3,297	)		(1,095	)		—
State and local income taxes, net of federal tax benefits		2,439			1,365			1,399
Federal tax credits, net of amortization of LIHTC(1)  investments		(1,119	)		(2,480	)		(688	)
Impacts related to the 2017 Tax Act		2,997			—			—
Other		1,095			1,260			2,455
Total tax expense	$	53,370		$	44,955		$	31,730

(1) Low income housing tax credits

In preparing its tax returns, the Company is required to interpret tax laws and regulations to determine its taxable income.  Periodically, the Company is subject to examinations by various taxing authorities that may give rise to differing interpretations of these laws.  The Company is not in the examination process with any tax jurisdictions at December 31, 2017. However, upon examination, agreement of tax liabilities between the Company and the multiple tax jurisdictions in which the Company files tax returns may ultimately be different.

Deferred income taxes result from differences between the carrying value of assets and liabilities measured for financial reporting and the tax basis of assets and liabilities for income tax return purposes.

The significant components of deferred tax assets and liabilities are reflected in the following table (in thousands):

	December 31,
	2017			2016
Deferred tax assets:
Net unrealized loss on securities available for sale	$	18,023		$	34,998
Loans, principally due to allowance for loan losses		23,646			40,564
Equity-based compensation		4,975			7,824
Accrued expenses		17,248			37,263
Miscellaneous		3,762			4,587
Total deferred tax assets before valuation allowance		67,654			125,236
Valuation allowance		(3,498	)		(2,860	)
Total deferred tax assets		64,156			122,376
Deferred tax liabilities:
Real Estate Investment Trust dividend		(32,591	)		—
Land, buildings and equipment		(17,783	)		(31,335	)
Original issue discount		(2,580	)		(4,507	)
Partnership investments		(1,005	)		(3,776	)
Trust preferred securities		(7,202	)		(13,780	)
Intangibles		(5,769	)		(3,623	)
Miscellaneous		(3,117	)		(7,148	)
Total deferred tax liabilities		(70,047	)		(64,169	)
Net deferred tax (liability) asset	$	(5,891	)	$	58,207

The Company had various state net operating loss carryforwards of approximately $0.8 million as of December 31, 2017.  These net operating losses expire at various times between 2018 and 2037.  The Company has a full valuation allowance for these state net operating losses as they are not expected to be realized.  In addition, the Company has a valuation allowance of $2.7 million to reduce certain other state deferred tax assets to the amount of tax benefit management believes it will more likely than not realize.

95

The net deferred tax liability at December 31, 2017is included in the Accrued expenses and taxes line of the Company’s Consolidated Balance Sheets while the net deferred tax asset at December 31, 2016 is included in the Other assets line of the Company’s Consolidated Balance Sheets. The Company remeasured the deferred tax assets and liabilities at the newly enacted statutory tax rate of 21 percent in accordance with the Tax Act.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states.  With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for tax years prior to 2014 in the jurisdictions in which it files.  

Liabilities Associated With Unrecognized Tax Benefits

The gross amount of unrecognized tax benefits totaled $3.8 million and $4.4 million at December 31, 2017 and 2016, respectively. The total amount of unrecognized tax benefits, net of associated deferred tax benefit, that would impact the effective tax rate, if recognized, would be $3.0 million and $3.5 million at December 31, 2017 and December 31, 2016, respectively. The unrecognized tax benefits relate to state tax positions that have a corresponding federal tax benefit. While it is expected that the amount of unrecognized tax benefits will change in the next twelve months, the Company does not expect this change to have a material adverse impact on the financial condition, results of operations, or cash flows of the Company.  

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

	December 31,
	2017			2016
Unrecognized tax benefits - opening balance	$	4,375		$	4,680
Gross increases - tax positions in prior period		323			—
Gross decreases - tax positions in prior period		—			(269	)
Gross increases - current-period tax positions		228			924
Lapse of statute of limitations		(1,080	)		(960	)
Unrecognized tax benefits - ending balance	$	3,846		$	4,375

17. DERIVATIVES AND HEDGING ACTIVITIES

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions.  The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities.  Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the values of which are determined by interest rates.  The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to certain fixed rate assets and liabilities. The Company also has interest rate derivatives that result from a service provided to certain qualifying customers and, therefore, are not used to manage interest rate risk of the Company’s assets or liabilities. The Company has entered into an offsetting position for each of these derivative instruments with a matching instrument from another financial institution in order to minimize its net risk exposure resulting from such transactions.  

Fair Values of Derivative Instruments on the Consolidated Balance Sheets  

The table below presents the fair value of the Company’s derivative financial instruments as of December 31, 2017 and 2016.  The Company’s derivative assets and derivative liabilities are located within Other Assets and Other Liabilities, respectively, on the Company’s Consolidated Balance Sheets.

96

This table provides a summary of the fair value of the Company’s derivative assets and liabilities as of December 31, 2017 and December 31, 2016(in thousands):

	Derivative Assets				Derivative Liabilities
	December 31,				December 31,
Fair Value	2017		2016		2017		2016
Interest Rate Products:
Derivatives not designated as hedging instruments	$	10,116	$	10,555	$	7,326	$	10,581
Derivatives designated as hedging instruments		33		318		1,580		748
Total	$	10,149	$	10,873	$	8,906	$	11,329

Fair Value Hedges of Interest Rate Risk

The Company is exposed to changes in the fair value of certain of its fixed rate assets and liabilities due to changes in the benchmark interest rate, LIBOR.  Interest rate swaps designated as fair value hedges involve either making fixed rate payments to a counterparty in exchange for the Company receiving variable rate payments, or making variable rate payments to a counterparty in exchange for the Company receiving fixed rate payments, over the life of the agreements without the exchange of the underlying notional amount.  As of December 31, 2017, the Company had two interest rate swaps with a notional amount of $15.5 million that were designated as fair value hedges of interest rate risk associated with the Company’s fixed rate loan assets and brokered time deposits.  

For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in earnings. The Company includes the gain or loss on the hedged items in the same line item as the offsetting loss or gain on the related derivatives.  During the year ended December 31, 2017, the Company recognized net gains of $4 thousand in other noninterest expense related to hedge ineffectiveness and net gains of $5 thousand during the year ended December 31, 2016.

Cash Flow Hedges of Interest Rate Risk

The Company is exposed to changes in the fair value of certain of its variable-rate liabilities due to changes in the benchmark interest rate, LIBOR.  Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.  As of December 31, 2017, the Company had two interest rate swaps with a notional amount of $51.5 million that were designated as cash flow hedges of interest rate risk associated with the Company’s variable rate subordinated debentures issued by Marquette Capital Trusts III and IV.  For derivatives designated and that qualify as cash flow hedges, the effective portion of changes in fair value is recorded in AOCI and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.  The ineffective portion of the change in fair value of the derivatives is recognized directly into earnings gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in earnings.  During the years ended December 31, 2017 and 2016, the Company recognized net losses of $1.1 million and $0.5 million, respectively, in AOCI for the effective portion of the change in fair value of these cash flow hedges.  During the years ended December 31, 2017 and 2016, the Company did not record any hedge ineffectiveness in earnings.  Amounts reported in AOCI related to derivatives will be reclassified to Interest expense as interest payments are received or paid on the Company’s derivatives. The Company does not expect to reclassify any amounts from AOCI to Interest expense during the next 12 months as the Company’s derivatives are effective after December 2018.  As of December 31, 2017, the Company is hedging its exposure to the variability in future cash flows for forecasted transactions over a maximum period of 18.75 years.

Non-designated Hedges

The remainder of the Company’s derivatives are not designated in qualifying hedging relationships.  Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers, which the Company implemented in 2010.  The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies.  Those interest rate swaps are simultaneously offset by interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions.  As the interest rate swaps associated with this program do not meet hedge accounting requirements, changes in the fair value of both the customer swaps and the

97

offsetting swaps are recognized directly in earnings.  As of December 31, 2017, the Company had 80 interest rate swaps with an aggregate notional amount of $931.2 million related to this program.  During the years ended December 31, 2017 and 2016, the Company recognized net losses of $579 thousand and net gains of $195 thousand, respectively, related to changes in the fair value of these swaps.  

Effect of Derivative Instruments on the Consolidated Statements of Income and Consolidated Statements of Comprehensive Income

This table provides a summary of the amount of gain or loss recognized in other noninterest expense in the Consolidated Statements of Income related to the Company’s derivative asset and liability as of December 31, 2017 and December 31, 2016 (in thousands):

	Amount of Gain (Loss) Recognized
	For the Year Ended
	December 31,
	2017			2016			2015
Interest Rate Products
Derivatives not designated as hedging instruments	$	(579	)	$	195		$	(110	)
Total	$	(579	)	$	195		$	(110	)
Interest Rate Products
Derivatives designated as fair value hedging instruments
Fair value adjustments on derivatives	$	(189	)	$	(181	)	$	(234	)
Fair value adjustments on hedged items		193			186			234
Total	$	4		$	5		$	—

This table provides a summary of the amount of loss recognized in AOCI in the Consolidated Statements of Comprehensive Income related to the Company’s derivative asset and liability as of December 31, 2017 and December 31, 2016 (in thousands):

	Amount of Loss Recognized in Other Comprehensive Income on Derivatives (Effective Portion)
	For the Year Ended
	December 31,
Derivatives in Cash Flow Hedging Relationships	2017			2016			2015
Interest rate products
Derivatives designed as cash flow hedging instruments	$	(1,050	)	$	(516	)	$	(10	)
Total	$	(1,050	)	$	(516	)	$	(10	)

Credit-risk-related Contingent Features

The Company has agreements with certain of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

As of December 31, 2017, the termination value of derivatives in a net liability position, which includes accrued interest, related to these agreements was $7.4 million. The Company has minimum collateral posting thresholds with certain of its derivative counterparties. As of December 31, 2017 the Company had posted $1.6 million of collateral. If the Company had breached any of these provisions at December 31, 2017, it could have been required to settle its obligations under the agreements at the termination value.

18. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents information about the Company’s assets measured at fair value on a recurring basis as of December 31, 2017, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.

98

Fair values determined by Level 1 inputs utilize quoted prices in active markets for identical assets and liabilities that the Company has the ability to access.  Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.  Level 2 inputs include quoted prices for similar assets or liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.  Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.  In certain cases, the inputs used to measure fair value may fall into different levels of the hierarchy.  In such cases, the fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety.  

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016(in thousands):

	Fair Value Measurement at Reporting Date Using
Description	December 31, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
U.S. Treasury	$	18	$	18	$	—	$	—
U.S. Agencies		9,976		—		9,976		—
Mortgage-backed		1,949		—		1,949		—
State and political subdivisions		27,114		—		27,114		—
Corporates		1,885		1,885		—
Trading - other		13,113		12,434		679		—
Trading securities		54,055		14,337		39,718		—
U.S. Treasury		38,643		38,643		—		—
U.S. Agencies		14,752		—		14,752		—
Mortgage-backed		3,649,243		—		3,649,243		—
State and political subdivisions		2,542,673		—		2,542,673		—
Corporates		13,266		13,266		—		—
Available for sale securities		6,258,577		51,909		6,206,668		—
Company-owned life insurance		53,577		—		53,577		—
Bank-owned life insurance		265,823		—		265,823		—
Derivatives		10,149		—		10,149		—
Total	$	6,642,181	$	66,246	$	6,575,935	$	—
Liabilities
Deferred compensation	$	50,963	$	50,963	$	—	$	—
Derivatives		8,906		—		8,906		—
Securities sold not yet purchased		4,130		—		4,130		—
Total	$	63,999	$	50,963	$	13,036	$	—

99

	Fair Value Measurement at Reporting Date Using
Description	December 31, 2016		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
U.S. Treasury	$	—	$	—	$	—	$	—
U.S. Agencies		1,306		—		1,306		—
Mortgage-backed		313		—		313		—
State and political subdivisions		9,295		—		9,295		—
Trading - other		28,622		28,495		127		—
Trading securities		39,536		28,495		11,041		—
U.S. Treasury		93,826		93,826		—		—
U.S. Agencies		198,177		—		198,177		—
Mortgage-backed		3,711,699		—		3,711,699		—
State and political subdivisions		2,395,757		—		2,395,757		—
Corporates		66,875		66,875		—		—
Available for sale securities		6,466,334		160,701		6,305,633		—
Company-owned life insurance		41,333		—		41,333		—
Bank-owned life insurance		209,686		—		209,686
Derivatives		10,873		—		10,873		—
Total	$	6,767,762	$	189,196	$	6,578,566	$	—
Liabilities
Deferred compensation	$	42,797	$	42,797	$	—	$	—
Derivatives		11,329		—		11,329		—
Total	$	54,126	$	42,797	$	11,329	$	—

Valuation methods for instruments measured at fair value on a recurring basis

The following methods and assumptions were used to estimate the fair value of each class of financial instruments measured on a recurring basis:

Trading Securities Fair values for trading securities (including financial futures), are based on quoted market prices where available.  If quoted market prices are not available, fair value is estimated using quoted market prices for similar securities.

Securities Available for Sale Fair values are based on quoted market prices or dealer quotes, if available.  If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.  Prices are provided by third-party pricing services and are based on observable market inputs. On an annual basis, the Company compares a sample of these prices to other independent sources for the same securities. Additionally, throughout the year if securities are sold, comparisons are made between the pricing services prices and the market prices at which the securities were sold.  Variances are analyzed, and, if appropriate, additional research is conducted with the third-party pricing services. Based on this research, the pricing services may affirm or revise their quoted price. No significant adjustments have been made to the prices provided by the pricing services. The pricing services also provide documentation on an ongoing basis that includes reference data, inputs and methodology by asset class, which is reviewed to ensure that security placement within the fair value hierarchy is appropriate.

Company-owned Life Insurance Fair value is equal to the cash surrender value of the life insurance policies.  

Bank-owned Life Insurance Fair value is equal to the cash surrender value of the life insurance policies.

Derivatives Fair values are determined using valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.  

100

In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Deferred Compensation Fair values are based on quoted market prices or dealer quotes.

Securities sold not yet purchased Fair values are based on quoted market prices or dealer quotes, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. Prices are provided by third-party pricing services and are based on observable market inputs.

Assets measured at fair value on a non-recurring basis as of December 31, 2017 and 2016(in thousands):

			Fair Value Measurement at December 31, 2017 Using
Description	December 31, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Gains Recognized During the Twelve Months Ended December 31
Impaired loans	$	15,186	$	—	$	—	$	15,186	$	1,251
Other real estate owned		1,488		—		—		1,488		13
Total	$	16,674	$	—	$	—	$	16,674	$	1,264

			Fair Value Measurement at December 31, 2016 Using
Description	December 31, 2016		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total (Losses) Recognized During the Twelve Months Ended December 31
Impaired loans	$	23,757	$	—	$	—	$	23,757	$	(2,070	)
Other real estate owned		89		—		—		89		—
Total	$	23,846	$	—	$	—	$	23,846	$	(2,070	)

Valuation methods for instruments measured at fair value on a nonrecurring basis

The following methods and assumptions were used to estimate the fair value of each class of financial instruments measured on a non-recurring basis:

Impaired loans While the overall loan portfolio is not carried at fair value, adjustments are recorded on certain loans to reflect write-downs that are based on the external appraisal value of the underlying collateral.  The external appraisals are generally based on recent sales of comparable properties which are then adjusted for the unique characteristics of the property being valued.  In the case of non-real estate collateral, reliance is placed on a variety of sources, including external estimates of value and judgments based on the experience and expertise of internal specialists within the Company’s property management group and the Company’s credit department. The valuation of the impaired loans is reviewed on a quarterly basis.  Because many of these inputs are not observable, the measurements are classified as Level 3.  

Other real estate owned Other real estate owned consists of loan collateral which has been repossessed through foreclosure. This collateral is comprised of commercial and residential real estate and other non-real estate property, including auto, recreational and marine vehicles. Other real estate owned is recorded as held for sale initially at the lower of the loan balance or fair value of the collateral.  The initial valuation of the foreclosed property is obtained through an appraisal process similar to the process described in the impaired loans paragraph above. Subsequent to foreclosure, valuations are reviewed quarterly and updated periodically, and the assets may be marked down further, reflecting a new cost basis. Fair value measurements may be based upon appraisals, third-party price opinions, or internally developed pricing methods and those measurements are classified as Level 3.

Goodwill Valuation of goodwill to determine impairment is performed annually, or more frequently if there is an event or circumstance that would indicate impairment may have occurred. The process involves calculations to

101

determine the fair value of each reporting unit on a stand-alone basis. A combination of formulas using current market multiples, based on recent sales of financial institutions within the Company’s geographic marketplace, is used to estimate the fair value of each reporting unit. That fair value is compared to the carrying amount of the reporting unit, including its recorded goodwill. Impairment is considered to have occurred if the fair value of the reporting unit is lower than the carrying amount of the reporting unit. The fair value of the Company’s common stock relative to its computed book value per share is also considered as part of the overall evaluation. These measurements are classified as Level 3.

Fair value disclosures require disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis.

  The estimated fair value of the Company’s financial instruments at December 31, 2017 and 2016 are as follows (in thousands):

	Fair Value Measurement at December 31, 2017 Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Estimated Fair Value
FINANCIAL ASSETS
Cash and short-term investments	$	1,936,084	$	1,749,618	$	186,466	$	—	$	1,936,084
Securities available for sale		6,258,577		51,909		6,206,668		—		6,258,577
Securities held to maturity		1,261,014		—		1,207,447		—		1,207,447
Trading securities		54,055		14,337		39,718		—		54,055
Other securities		65,897		—		65,897		—		65,897
Loans (exclusive of allowance for loan loss)		11,281,973		—		11,318,764		—		11,318,764
Derivatives		10,149		—		10,149		—		10,149
FINANCIAL LIABILITIES
Demand and savings deposits		16,742,736		16,742,736		—		—		16,742,736
Time deposits		1,280,264		—		1,280,264		—		1,280,264
Other borrowings		1,260,704		11,334		1,249,370		—		1,260,704
Long-term debt		79,281		—		79,496		—		79,496
Derivatives		8,906		—		8,906		—		8,906
OFF-BALANCE SHEET ARRANGEMENTS
Commitments to extend credit for loans										6,654
Commercial letters of credit										136
Standby letters of credit										2,514

102

	Fair Value Measurement at December 31, 2016 Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Estimated Fair Value
FINANCIAL ASSETS
Cash and short-term investments	$	1,462,267	$	1,138,850	$	323,417	$	—	$	1,462,267
Securities available for sale		6,466,334		160,701		6,305,633		—		6,466,334
Securities held to maturity		1,115,932		—		1,106,068		—		1,106,068
Trading securities		39,536		28,495		11,041		—		39,536
Other securities		68,306		—		68,306		—		68,306
Loans (exclusive of allowance for loan loss)		10,545,662		—		10,572,292		—		10,572,292
Derivatives		10,873		—		10,873		—		10,873
FINANCIAL LIABILITIES
Demand and savings deposits		15,434,893		15,434,893		—		—		15,434,893
Time deposits		1,135,721		—		1,135,721		—		1,135,721
Other borrowings		1,856,937		419,843		1,437,094		—		1,856,937
Long-term debt		76,772		—		77,025		—		77,025
Derivatives		11,329		—		11,329		—		11,329
OFF-BALANCE SHEET ARRANGEMENTS
Commitments to extend credit for loans										5,604
Commercial letters of credit										142
Standby letters of credit										2,527

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

Securities held to maturity Fair value of held-to-maturity securities are estimated by discounting the future cash flows using current market rates.

Other securities Amount consists of FRB and FHLB stock held by the Company, PCM equity-method investments, and other miscellaneous investments.  The fair value of FRB and FHLB stock is considered to be the carrying value as no readily determinable market exists for these investments because they can only be redeemed with the FRB or FHLB. The fair value of PCM marketable equity-method investments are based on quoted market prices used to estimate the value of the underlying investment.  For non-marketable equity-method investments, the Company’s proportionate share of the income or loss is recognized on a one-quarter lag based on the valuation of the underlying investments.

Loans Fair values are estimated for portfolios with similar financial characteristics.  Loans are segregated by type, such as commercial, real estate, consumer, and credit card.  Each loan category is further segmented into fixed and variable interest rate categories.  The fair value of loans are based on quoted market prices for similar instruments or estimated using discounting the future cash flow analysis. The discount rates used are estimated using comparable market rates for similar types of instruments adjusted to be commensurate with the credit risk, overhead costs, and optionality of such instruments.

Demand and savings deposits The fair value of demand deposits and savings accounts is the amount payable on demand at December 31, 2017 and 2016.  

Time deposits The fair value of fixed-maturity certificates of deposit is estimated by discounting the future cash flows using the rates that are currently offered for deposits of similar remaining maturities.

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

103

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

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

19. PARENT COMPANY FINANCIAL INFORMATION

UMB FINANCIAL CORPORATION

BALANCE SHEETS (in thousands)

	December 31,
	2017		2016
ASSETS
Investment in subsidiaries:
Banks	$	1,815,953	$	1,662,326
Non-banks		149,145		214,633
Total investment in subsidiaries		1,965,098		1,876,959
Goodwill on purchased affiliates		5,011		5,011
Cash		260,621		65,254
Securities available for sale and other		68,550		90,759
Total assets	$	2,299,280	$	2,037,983
LIABILITIES AND SHAREHOLDERS' EQUITY
Long-term debt	$	68,285	$	67,256
Accrued expenses and other		49,464		8,343
Total liabilities		117,749		75,599
Shareholders' equity		2,181,531		1,962,384
Total liabilities and shareholders' equity	$	2,299,280	$	2,037,983

104

STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (in thousands)

	Year Ended December 31,
	2017			2016			2015
INCOME
Dividends and income received from subsidiaries	$	55,000		$	47,000		$	27,913
Service fees from subsidiaries		43,691			40,579			42,212
Other		10,390			4,207			891
Total income		109,081			91,786			71,016
EXPENSE
Salaries and employee benefits		43,716			38,198			41,019
Other		18,652			20,436			22,051
Total expense		62,368			58,634			63,070
Income before income taxes and equity in undistributed earnings of subsidiaries		46,713			33,152			7,946
Income tax benefit		(1,202	)		(3,903	)		(4,703	)
Income before equity in undistributed earnings of subsidiaries		47,915			37,055			12,649
Equity in undistributed earnings of subsidiaries:
Banks		140,873			119,551			95,942
Non-Banks		(5,812	)		(2,972	)		(12,033	)
Income from continuing operations		182,976			153,634			96,558
Income from discontinued operations		64,129			5,167			19,515
Net income	$	247,105		$	158,801		$	116,073
Other comprehensive income (loss)		12,017			(53,824	)		(14,724	)
Comprehensive income	$	259,122		$	104,977		$	101,349

105

STATEMENTS OF CASH FLOWS (in thousands)

	Year Ended December 31,
	2017			2016			2015
OPERATING ACTIVITIES
Net income		247,105		$	158,801		$	116,073
Adjustments to reconcile net income to cash provided by operating activities:
Equity in earnings of subsidiaries		(146,367	)		(163,993	)		(128,601	)
Dividends received from subsidiaries		96,391			54,000			27,913
Depreciation and amortization		424			457			332
Equity based compensation		13,316			11,735			10,751
Net tax benefit related to equity compensation plans		3,612			1,073			944
Gains on sales of assets		(103,715	)		—			—
Changes in other assets and liabilities, net		5,424			(11,717	)		220
Net cash provided by operating activities		116,190			50,356			27,632
INVESTING ACTIVITIES
Net capital investment in subsidiaries		(37,474	)		(10,006	)		(16,513	)
Net cash activity from divestitures and acquisitions		168,361			—			24,962
Net (increase) decrease in securities available for sale		1,575			(1,034	)		211
Net cash (used in) provided by investing activities		132,462			(11,040	)		8,660
FINANCING ACTIVITIES
Cash dividends paid		(51,876	)		(49,038	)		(45,967	)
Proceeds from exercise of stock options and sales of treasury stock		13,867			16,911			11,606
Purchases of treasury stock		(15,276	)		(16,367	)		(8,457	)
Net cash used in financing activities		(53,285	)		(48,494	)		(42,818	)
Net decrease in cash		195,367			(9,178	)		(6,526	)
Cash and cash equivalents at beginning of period		65,254			74,432			80,958
Cash and cash equivalents at end of period	$	260,621		$	65,254		$	74,432

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

	Three Months Ended
2017	March 31		June 30		Sept 30		Dec 31
Interest income	$	144,690	$	151,211	$	157,895	$	163,116
Interest expense		10,375		13,817		17,037		16,770
Net interest income		134,315		137,394		140,858		146,346
Provision for loan losses		9,000		14,500		11,500		6,000
Noninterest income		102,917		110,306		104,306		106,033
Noninterest expense		173,810		176,939		171,821		182,559
Income tax expense		12,446		11,490		12,971		16,463
Net income from continuing operations	$	41,976	$	44,771	$	48,872	$	47,357

106

2016	March 31 (1)		June 30 (1)		Sept 30		Dec 31
Interest income	$	124,086	$	127,897	$	132,038	$	139,010
Interest expense		6,194		6,687		7,273		7,554
Net interest income		117,892		121,210		124,765		131,456
Provision for loan losses		5,000		7,000		13,000		7,500
Noninterest income		97,965		102,774		103,542		98,230
Noninterest expense		165,268		168,419		165,211		167,847
Income tax expense		11,240		12,102		10,674		10,939
Net income from continuing operations	$	34,349	$	36,463	$	39,422	$	43,400

Per Share	Three Months Ended
2017	March 31		June 30		Sept 30		Dec 31
Net income from continuing operations - basic	$	0.85	$	0.91	$	0.99	$	0.96
Net income from continuing operations - diluted		0.84		0.90		0.98		0.95
Dividend		0.255		0.255		0.255		0.275
Book value		40.34		41.42		42.15		43.72

Per Share
2016	March 31 (1)		June 30 (1)		Sept 30		Dec 31
Net income from continuing operations - basic	$	0.70	$	0.75	$	0.81	$	0.89
Net income from continuing operations - diluted		0.70		0.74		0.80		0.87
Dividend		0.245		0.245		0.245		0.255
Book value		39.38		40.44		40.86		39.51

(1) During the third quarter of 2016, the Company early adopted ASU No. 2016-09 with an effective date of January 1, 2016. As part of the adoption of this standard, the Company made an accounting policy election to account for stock compensation forfeitures on an actual basis and discontinue the use of an estimated forfeiture approach.  This change required a modified retrospective adoption, via a cumulative effect adjustment and recasting of first quarter and second quarter 2016 operating results.  The impact of this adoption was an increase to net income of $158 thousand and $220 thousand for the first and second quarters, respectively. Additionally, basic and diluted net income per share increased $0.01 for both periods.  

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

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures  At the end of the period covered by this Annual Report on Form 10-K, the Company’s Chief Executive Officer and Chief Financial Officer have each evaluated the effectiveness of the Company’s “Disclosure Controls and Procedures” (as defined in Rule 13a-15(e) of the Exchange Act) and have concluded that the Company’s Disclosure Controls and Procedures were effective as of the end of the period covered by this Annual Report on Form 10-K.  

Management’s Report on Internal Control Over Financial Reporting  Management of the Company is responsible for establishing and maintaining adequate “internal control over financial reporting,” as such term is defined in Rule 13a-15(f) promulgated under the Exchange Act.  Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of the Company,and effected by the Board, management and other personnel, an evaluation of the effectiveness of internal control over financial reporting was conducted based on the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission's Internal Control - Integrated Framework (2013).  Because this assessment was conducted to meet the reporting requirements of Section 112 of the Federal Deposit Insurance Corporation Improvement Act (FDICIA), it included controls over the preparation of the schedules equivalent to the basic financial statements in accordance with the instructions for the Consolidated Financial Statements for Bank Holding Companies (Form FR Y-9C).

107

Based on the evaluation under the framework in Internal Control -Integrated Framework(2013), the Company’s Chief Executive Officer and Chief Financial Officer have each concluded that internal control over financial reporting was effective at the end of the period covered by this Annual Report on Form 10-K.  KPMG LLP, the independent registered public accounting firm that audited the financial statements included within this report, has issued an attestation report on the effectiveness of internal control over financial reporting at the end of the period covered by this report.  KPMG LLP's attestation report is set forth below.

Changes in Internal Control Over Financial Reporting  No change in the Company’s internal control over financial reporting occurred during the last quarter of the period covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over finanical reporting.

108

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders
UMB Financial Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited UMB Financial Corporation’s (the Company) internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, changes in shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes (collectively, the consolidated financial statements), and our report dated February 22, 2018 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitation of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because management’s assessment and our audit were conducted to also meet the reporting requirements of Section 112 of the Federal Deposit Insurance Corporation Improvement Act (FDICIA), management’s assessment and our audit of the Company’s internal control over financial reporting included controls over the preparation of the schedules equivalent to the basic financial statements in accordance with the instructions to the Consolidated Financial Statements for Bank Holding Companies (Form FR Y-9 C). A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Kansas City, Missouri

February 22, 2018

109

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item relating to executive officers is included in Part I of this Annual Report on Form 10-K (pages 9 and 10) under the caption "Executive Officers of the Registrants."

The information required by this item regarding Directors is incorporated herein by reference to information to be included under the caption "Proposal #1:  Election of Directors" of the Company's Proxy Statement for the Annual Meeting of Shareholders to be held on April 24, 2018 (the 2018 Annual Meeting of Shareholders), which will be provided to shareholders within 120 days after December 31, 2017.

The information required by this item regarding the Audit Committee and the Audit Committee financial experts is incorporated herein by reference to information to be included under the caption "Corporate Governance – Committees of the Board of Directors – Audit Committee" of the Company's Proxy Statement for the 2018 Annual Meeting of Shareholders, which will be provided to shareholders within 120 days after December 31, 2017.

The information required by this item concerning Section 16(a) beneficial ownership reporting compliance is incorporated herein by reference to information to be included under the caption "Stock Ownership – Section 16(a) Beneficial Ownership Reporting Compliance" of the Company's Proxy Statement for the 2018 Annual Meeting of Shareholders, which will be provided to shareholders within 120 days after December 31, 2017.

The Company has adopted a code of ethics that applies to all directors, officers and employees, including its chief executive officer, chief financial officer and chief accounting officer.  You can find the Company's code of ethics on its website by going to the following address:  www.umb.com/aboutumb/investorrelations.  The Company will post on its website any amendments or waivers to its code of ethics that are required to be disclosed under the rules of either the SEC or NASDAQ.  A copy of the code of ethics will be provided, at no charge, to any person requesting the same, by written notice sent to the Company's Corporate Secretary, 6^th floor, 1010 Grand Blvd., Kansas City, Missouri 64106.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated herein by reference to information to be included under the Executive Compensation sections of the Company's Proxy Statement for the 2018 Annual Meeting of Shareholders, which will be provided to shareholders within 120 days after December 31, 2017.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners

The information required by this item is incorporated herein by reference to the Company's 2018 Proxy Statement to information to be included under the caption "Stock Ownership - Principal Shareholders," which will be provided to shareholders within 120 days after December 31, 2017.

Security Ownership of Management

The information required by this item is incorporated herein by reference to the Company's Proxy Statement for the 2018 Annual Meeting of Shareholders, which will be provided to shareholders within 120 days after December 31, 2017, under the caption "Stock Ownership – Stock Owned by Directors, Nominees, and Executive Officers."

110

The following table summarizes shares authorized for issuance under the Company’s equity compensation plans.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders
2002 Incentive Stock Option Plan		31,686	$	40.93	None
2005 Long Term Incentive Plan		1,047,461		52.13		4,697,966
Equity compensation plans not approved by security holders	None		None		None
Total		1,079,147	$	51.81		4,697,966

For additional information concerning the Company’s equity compensation plans, see Note 11, “Employee Benefits,” in the Notes to the Consolidated Financial Statements provided in Item 8, pages 84 through 87 of this report.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated herein by reference to the information to be provided under the captions “Corporate Governance – Transactions with Related Persons”, “Corporate Governance – The Board of Directors – Independent Directors” and “Corporate Governance – Committees of the Board of Directors” of the Company's Proxy Statement for the 2018 Annual Meeting of Shareholders, which will be provided to shareholders within 120 days after December 31, 2017.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated herein by reference to the information to be provided under the caption "Proposal #3:  Ratification of the Corporate Audit Committee’s Engagement of KPMG LLP as UMB’s Independent Public Accounting Firm for 2018” of the Company's Proxy Statement for the 2018 Annual Meeting of Shareholders, which will be provided to shareholders within 120 days after December 31, 2017.

111

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Consolidated Financial Statements and Financial Statement Schedules

The following Consolidated Financial Statements of the Company are included in item 8 of this Annual Report on Form 10-K.

Consolidated Balance Sheets as of December 31, 2017 and 2016

Consolidated Statements of Income for the Three Years Ended December 31, 2017

Consolidated Statements of Comprehensive Income for the Three Years Ended December 31, 2017

Consolidated Statements of Changes in Shareholders' Equity for the Three Years Ended December 31, 2017

Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2017

Notes to Consolidated Financial Statements

Independent Auditors' Report

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

Exhibits

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

3.1	Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 and filed with the Commission on May 9, 2006).
3.2	Bylaws, amended as of October 28, 2014 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K and filed with the Commission on November 3, 2014).
4	Description of the capital stock included in the Registration Statement on Form S-3 (incorporated by referenced to the Registration Statement on Form S-3 dated April 5, 2016 and filed with the Commission on April 5, 2016).
10.1	2002 Incentive Stock Option Plan, amended and restated as of April 22, 2008 (incorporated by reference to Appendix B of the Company’s Proxy Statement for the Company’s April 22, 2008 Annual Meeting filed with the Commission on March 17, 2008).
10.2	UMB Financial Corporation Long-Term Incentive Compensation Plan amended and restated as of April 23, 2013 (incorporated by reference to Appendix A of the Company’s Proxy Statement for the Company’s April 23, 2013 Annual Meeting filed with the Commission on March 13, 2013).
10.3	Deferred Compensation Plan, dated as of December 1, 2008 filed herewith.
10.4	UMBF 2005 Short-Term Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company’s Form 10-K for December 31, 2004 and filed with the Commission on March 14, 2005).
10.5	Scout Investments Retention and Annual Performance Program (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 12, 2012).
10.6	Annual Variable Pay Plan Scout Investments/Leadership, January 1, 2014 – December 31, 2014 for Andrew Iseman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 14, 2014).
10.7	Form of 2016 Performance-Based Restricted Stock Award Agreement for the UMB Financial Corporation Long-Term Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10Q filed with the Commission on August 2, 2016).
10.8	Form of 2016 Service-Based Restricted Stock Award Agreement for the UMB Financial Corporation Long-Term Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10Q filed with the Commission on August 2, 2016).

112

10.9	Form of 2016 Stock Option Award Agreement for the UMB Financial Corporation Long-Term Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10Q filed with the Commission on August 2, 2016).
10.10	Employment Offer Letter for Ram Shankar (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K filed with the Commission on July 26, 2016).
10.11	Relocation Assistance Agreement for Ram Shankar (incorporated by reference to Exhibit 99.4 to the Company’s Current Report on Form 8-K filed with the Commission on July 26, 2016).
10.12	Retention Agreement dated April 19, 2017, by and between UMB Financial Corporation and Andrew Iseman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 19, 2017 and filed with the Commission on April 20, 2017).
21.1	Subsidiaries of the Registrant filed herewith.
23.1	Consent of Independent Auditors – KPMG LLP filed herewith.
24.1	Power of Attorney filed herewith.
31.1	CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act filed herewith.
31.2	CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act filed herewith.
32.1	CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act filed herewith.
32.2	CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act filed herewith.
101.INS	XBRL Instance filed herewith.
101.SCH	XBRL Taxonomy Extension Schema filed herewith.
101.CAL	XBRL Taxonomy Extension Calculation filed herewith.
101.DEF	XBRL Taxonomy Extension Definition filed herewith.
101.LAB	XBRL Taxonomy Extension Labels filed herewith.
101.PRE	XBRL Taxonomy Extension Presentation filed herewith.

ITEM 16. FORM 10-K SUMMARY

None.

113

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, as of February 22, 2018.

UMB FINANCIAL CORPORATION

/s/ J. Mariner Kemper

J. Mariner Kemper

Chairman of the Board,

Chief Executive Officer

/s/ Ram Shankar

Ram Shankar

Chief Financial Officer

/s/ Brian J. Walker

Brian J. Walker

Chief Accounting Officer

Date: February 22, 2018

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

Robin C. Beery	Director	Kevin C. Gallagher	Director
Robin C. Beery		Kevin C. Gallagher
Greg M. Graves	Director	Alexander C. Kemper	Director
Greg M. Graves		Alexander C. Kemper
Gordon E. Lansford	Director	Timothy R. Murphy	Director
Gordon E. Lansford		Timothy R. Murphy
Kris A. Robbins	Director	L. Joshua Sosland	Director
Kris A. Robbins		L. Joshua Sosland
Dylan E. Taylor	Director	Paul Uhlmann III	Director
Dylan E. Taylor		Paul Uhlmann III
Leroy J. Williams	Director	/s/ J. Mariner Kemper	Director, Chairman of the Board, Chief Executive Officer
Leroy J. Williams		J. Mariner Kemper
		Attorney-in-Fact for each director

114

EX-10.3

Exhibit 10.3

 

UMB Financial Corporation

Deferred Compensation Plan

December 1, 2008 

UMB Financial Corporation Deferred Compensation Plan

Article I

Establishment and Purpose1

Article II

Definitions1

Article III

Eligibility and Participation8

Article IV

Deferrals9

Article V

Company Contributions11

Article VI

Benefits12

Article VII

Modifications to Payment Schedules15

Article VIII

Valuation of Account Balances; Investments16

Article IX

Administration17

Article X

Amendment and Termination18

Article XI

Informal Funding19

Article XII

Claims19

Article XIII

General Provisions24

UMB Financial Corporation Deferred Compensation Plan

Article I

Establishment and Purpose

1.1 Establishment.UMB Financial Corporation (the “Company”) hereby establishes the UMB Financial Corporation Deferred Compensation Plan (the “Plan”), effective December 1, 2008.

1.2 Purpose.The purpose of the Plan is to attract and retain key employees by providing Participants with an opportunity to defer receipt of a portion of their salary, bonus, and other specified compensation. The Plan is not intended to meet the qualification requirements of Code Section 401(a), but is intended to meet the requirements of Code Section 409A, and shall be operated and interpreted consistent with that intent.

1.3 Top-Hat Status and Unfunded Plan.The Plan constitutes an unsecured promise by a Participating Employer to pay benefits in the future. Participants in the Plan shall have the status of general unsecured creditors of the Company or the Adopting Employer, as applicable. Each Participating Employer shall be solely responsible for payment of the benefits of its employees and their beneficiaries. The Plan is unfunded for Federal tax purposes and is intended to be an unfunded arrangement for eligible employees who are part of a select group of management or highly compensated employees of the Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. Any amounts set aside to defray the liabilities assumed by the Company or an Adopting Employer will remain the general assets of the Company or the Adopting Employer and shall remain subject to the claims of the Company’s or the Adopting Employer’s creditors until such amounts are distributed to the Participants.

Article II

Definitions

2.1 Account. Account means a bookkeeping account maintained by the Committee to record the payment obligation of a Participating Employer to a Participant as determined under the terms of the Plan. The Committee may maintain an Account to record the total obligation to a Participant and component Accounts to reflect amounts payable at different times and in different forms. Reference to an Account means any such Account established by the Committee, as the context requires. Accounts are intended to constitute unfunded obligations within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

2.2 Account Balance. Account Balance means, with respect to any Account, the total payment obligation owed to a Participant from such Account as of the most recent Valuation Date.

2.3 Adopting Employer. Adopting Employer means an Affiliate who, with the consent of the Company, has adopted the Plan for the benefit of its Eligible Employees.

Page 1 of 26

UMB Financial Corporation Deferred Compensation Plan

2.4 Affiliate. Affiliate means a corporation, trade or business that, together with the Company, is treated as a single employer under Code Section 414(b) or (c).

2.5 Beneficiary. Beneficiary means a natural person, estate, or trust designated by a Participant to receive payments to which a Beneficiary is entitled in accordance with provisions of the Plan. The Participant’s spouse, if living, otherwise the Participant’s estate, shall be the Beneficiary if: (i)the Participant has failed to properly designate a Beneficiary, or (ii) all designated Beneficiaries have predeceased the Participant.

A former spouse shall have no interest under the Plan, as Beneficiary or otherwise, unless the Participant designates such person as a Beneficiary after dissolution of the marriage, except to the extent provided under the terms of a domestic relations order as described in  Code Section 414(p)(1)(B).

2.6 Business Day. Business Day means each day on which the New York Stock Exchange is open for business.

2.7 Change in Control. Change in Control means, with respect to a Participating Employer that is organized as a corporation, any of the following events: (i) a change in the ownership of the Participating Employer, (ii) a change in the effective control of the Participating Employer, or (iii) a change in the ownership of a substantial portion of the assets of the Participating Employer.

For purposes of this Section, a change in the ownership of the Participating Employer occurs on the date on which any one person, or more than one person acting as a group, acquires ownership of stock of the Participating Employer that, together with stock held by such person or group constitutes more than 50% of the total fair market value or total voting power of the stock of the Participating Employer. A change in the effective control of the Participating Employer occurs on the date on which either: (i) a person, or more than one person acting as a group, acquires ownership of stock of the Participating Employer possessing 50% or more of the total voting power of the stock of the Participating Employer, taking into account all such stock acquired during the 12-month period ending on the date of the most recent acquisition, or (ii) a majority of the members of the Participating Employer’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such Board of Directors prior to the date of the appointment or election, but only if no other corporation is a majority shareholder of the Participating Employer . A change in the ownership of a substantial portion of assets occurs on the date on which any one person, or more than one person acting as a group, other than a person or group of persons that is related to the Participating Employer, acquires assets from the Participating Employer that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Participating Employer immediately prior to such acquisition or acquisitions, taking into account all such assets acquired during the 12-month period ending on the date of the most recent acquisition.

Page 2 of 26

UMB Financial Corporation Deferred Compensation Plan

An event constitutes a Change in Control with respect to a Participant only if the Participant performs services for the Participating Employer that has experienced the Change in Control, or the Participant’s relationship to the affected Participating Employer otherwise satisfies the requirements of Treasury Regulation Section 1.409A-3(i)(5)(ii).

Notwithstanding anything to the contrary herein, with respect to a Participating Employer that is a partnership, Change in Control means only a change in the ownership of the partnership or a change in the ownership of a substantial portion of the assets of the partnership, and the provisions set forth above respecting such changes relative to a corporation shall be applied by analogy.

The determination as to the occurrence of a Change in Control shall be based on objective facts and in accordance with the requirements of Code Section 409A.  

2.8 Claimant. Claimant means a Participant or Beneficiary filing a claim under Article XII of this Plan.

2.9 Code. Code means the Internal Revenue Code of 1986, as amended from time to time.

2.10 Code Section 409A. Code Section 409A means section 409A of the Code, and regulations and other guidance issued by the Treasury Department and Internal Revenue Service thereunder.

2.11 Committee. Committee means the Personnel Programs and Employee Benefits Administrative Committee appointed by the Board of Directors of the Company (or the appropriate committee of such board) to administer the Plan. If no designation is made, the Chief Executive Officer of the Company or his delegate shall have and exercise the powers of the Committee.

2.12 Company. Company means UMB Financial Corporation.

2.13 Company Contribution. Company Contribution means a credit by a Participating Employer to a Participant’s Account(s) in accordance with the provisions of Article V of the Plan. Company Contributions are credited at the sole discretion of the Participating Employer and the fact that a Company Contribution is credited in one year shall not obligate the Participating Employer to continue to make such Company Contribution in subsequent years. Unless the context clearly indicates otherwise, a reference to Company Contribution shall include Earnings attributable to such contribution.

2.14 Compensation. Compensation means a Participant’s base salary, incentive, bonus, commission and such other cash or equity-based compensation (if any) approved by the Committee as Compensation that may be deferred under this Plan. Compensation shall not include any compensation that has been previously deferred under this Plan or any other arrangement subject to Code Section 409A.

Page 3 of 26

UMB Financial Corporation Deferred Compensation Plan

2.15 Compensation Deferral Agreement. Compensation Deferral Agreement means an agreement between a Participant and a Participating Employer that specifies: (i) the amount of each component of Compensation that the Participant has elected to defer to the Plan in accordance with the provisions of Article IV, and (ii) the Payment Schedule applicable to one or more Accounts. The Committee may permit different deferral amounts for each component of Compensation and may establish a minimum or maximum deferral amount for each such component. Unless otherwise specified by the Committee in the Compensation Deferral Agreement, Participants may defer up to (75%) of their base salary and up to 100% of incentives, commissions, or other types of Compensation less required withholding for a Plan Year. A Compensation Deferral Agreement may also specify the investment allocation described in Section 8.4.

2.16 Death Benefit. Death Benefit means the benefit payable under the Plan to a Participant’s Beneficiary(ies) upon the Participant’s death as provided in Section 6.1 of the Plan.

2.17 Deferral. Deferral means a credit to a Participant’s Account(s) that records that portion of the Participant’s Compensation that the Participant has elected to defer to the Plan in accordance with the provisions of Article IV. Unless the context of the Plan clearly indicates otherwise, a reference to Deferrals includes Earnings attributable to such Deferrals.

Deferrals shall be calculated with respect to the gross cash Compensation payable to the Participant prior to any deductions or withholdings, but shall be reduced by the Committee as necessary so that it does not exceed 100% of the cash Compensation of the Participant remaining after deduction of all required income and employment taxes, 401(k) and other employee benefit deductions, and other deductions required by law. Changes to payroll withholdings that affect the amount of Compensation being deferred to the Plan shall be allowed only to the extent permissible under Code Section 409A.

2.18 Earnings. Earnings means an adjustment to the value of an Account in accordance with Article VIII.

2.19 Effective Date. Effective Date means December 1, 2008.

2.20 Eligible Employee. Eligible Employee means a member of a “select group of management or highly compensated employees” of a Participating Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, as determined by the Committee from time to time in its sole discretion.

2.21 Employee. Employee means a common-law employee of an Employer.

2.22 Employer. Employer means, with respect to Employees it employs, the Company and each Affiliate.

2.23 ERISA. ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.

Page 4 of 26

UMB Financial Corporation Deferred Compensation Plan

2.24 Fiscal Year Compensation. Fiscal Year Compensation means Compensation earned during one or more consecutive fiscal years of a Participating Employer, all of which is paid after the last day of such fiscal year or years.

2.25 Participant. Participant means an Eligible Employee who has received notification of his or her eligibility to defer Compensation under the Plan under Section 3.1 and any other person with an Account Balance greater than zero, regardless of whether such individual continues to be an Eligible Employee. A Participant’s continued participation in the Plan shall be governed by Section 3.2 of the Plan.

2.26 Participating Employer. Participating Employer means the Company and each Adopting Employer.

2.27 Payment Schedule. Payment Schedule means the date as of which payment of an Account under the Plan will commence and the form in which payment of such Account will be made.

2.28 Performance-Based Compensation. Performance-Based Compensation means Compensation where the amount of, or entitlement to, the Compensation is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months. Organizational or individual performance criteria are considered pre-established if established in writing by not later than 90 days after the commencement of the period of service to which the criteria relate, provided that the outcome is substantially uncertain at the time the criteria are established. The determination of whether Compensation qualifies as “Performance-Based Compensation” will be made in accordance with Treas. Reg. Section 1.409A-1(e) and subsequent guidance.

2.29 Plan. Generally, the term Plan means the “UMB Financial Corporation, Inc. Deferred Compensation Plan” as documented herein and as may be amended from time to time hereafter. However, to the extent permitted or required under Code Section 409A, the term Plan may in the appropriate context also mean a portion of the Plan that is treated as a single plan under Treas. Reg. Section 1.409A-1(c), or the Plan or portion of the Plan and any other nonqualified deferred compensation plan or portion thereof that is treated as a single plan under such section.

2.30 Plan Year. Plan Year means January 1 through December 31.

2.31 Retirement. Retirement means a Participant’s Separation from Service after attainment of age 60.

2.32 Retirement Benefit. Retirement Benefit means the benefit payable to a Participant under the Plan following the Retirement of the Participant.

Page 5 of 26

UMB Financial Corporation Deferred Compensation Plan

2.33 Retirement/Termination Account. Retirement/Termination Account means an Account established by the Committee to record the amounts payable to a Participant upon Separation from Service. Unless the Participant has established a Specified Date Account, all Deferrals and Company Contributions shall be allocated to a Retirement/Termination Account on behalf of the Participant.

2.34 Separation from Service.  Separation from Service means an Employee’s termination of employment with the Employer. Whether a Separation from Service has occurred shall be determined by the Committee in accordance with Code Section 409A.

Except in the case of an Employee on a bona fide leave of absence as provided below, an Employee is deemed to have incurred a Separation from Service if the Employer and the Employee reasonably anticipated that the level of services to be performed by the Employee after a date certain would be reduced to 20% or less of the average services rendered by the Employee during the immediately preceding 36-month period (or the total period of employment, if less than 36 months), disregarding periods during which the Employee was on a bona fide leave of absence.

An Employee who is absent from work due to military leave, sick leave, or other bona fide leave of absence shall incur a Separation from Service on the first date immediately following the later of: (i) the six month anniversary of the commencement of the leave, or (ii) the expiration of the Employee’s right, if any, to reemployment under statute or contract.

For purposes of determining whether a Separation from Service has occurred, the Employer means the Employer as defined above, except that in applying Code sections 1563(a)(1), (2) and (3) for purposes of determining whether another organization is an Affiliate of the Company under Code Section 414(b), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining whether another organization is an Affiliate of the Company under Code Section 414(c), “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in those sections.

The Committee specifically reserves the right to determine whether a sale or other disposition of substantial assets to an unrelated party constitutes a Separation from Service with respect to a Participant providing services to the seller immediately prior to the transaction and providing services to the buyer after the transaction. Such determination shall be made in accordance with the requirements of Code Section 409A.

2.35 Specified Date Account. Specified Date Account means an Account established by the Committee to record the amounts payable at a future date as specified in the Participant’s Compensation Deferral Agreement. Unless otherwise determined by the Committee, a Participant may maintain no more than five Specified Date Accounts. A Specified Date Account may be identified in enrollment materials as an “In-Service Account” or such other name as established by the Committee without affecting the meaning thereof.

Page 6 of 26

UMB Financial Corporation Deferred Compensation Plan

2.36 Specified Date Benefit. Specified Date Benefit means the benefit payable to a Participant under the Plan in accordance with Section 6.1(c).

2.37 Specified Employee. Specified Employee means an Employee who, as of the date of his or her Separation from Service, is a “key employee” of the Company or any Affiliate, any stock of which is actively traded on an established securities market or otherwise. An Employee is a key employee if he or she meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with applicable regulations thereunder and without regard to Code Section 416(i)(5)) at any time during the 12-month period ending on the Specified Employee Identification Date. Such Employee shall be treated as a key employee for the entire 12-month period beginning on the Specified Employee Effective Date.

For purposes of determining whether an Employee is a Specified Employee, the compensation of the Employee shall be determined in accordance with the definition of compensation provided under Treas. Reg. Section 1.415(c)-2(d)(3) (wages within the meaning of Code section 3401(a) for purposes of income tax withholding at the source, plus amounts excludible from gross income under section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b), without regard to rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed); provided, however, that, with respect to a nonresident alien who is not a Participant in the Plan, compensation shall not include compensation that is not includible in the gross income of the Employee under Code Sections 872, 893, 894, 911, 931 and 933, provided such compensation is not effectively connected with the conduct of a trade or business within the United States.

Notwithstanding anything in this paragraph to the contrary: (i) if a different definition of compensation has been designated by the Company with respect to another nonqualified deferred compensation plan in which a key employee participates, the definition of compensation shall be the definition provided in Treas. Reg. Section 1.409A-1(i)(2), and (ii) the Company may through action that is legally binding with respect to all nonqualified deferred compensation plans maintained by the Company, elect to use a different definition of compensation.

In the event of corporate transactions described in Treas. Reg. Section 1.409A-1(i)(6), the identification of Specified Employees shall be determined in accordance with the default rules described therein, unless the Employer elects to utilize the available alternative methodology through designations made within the timeframes specified therein.

2.38 Specified Employee Identification Date. Specified Employee Identification Date means December 31, unless the Employer has elected a different date through action that is legally binding with respect to all nonqualified deferred compensation plans maintained by the Employer.

Page 7 of 26

UMB Financial Corporation Deferred Compensation Plan

2.39 Specified Employee Effective Date. Specified Employee Effective Date means the first day of the fourth month following the Specified Employee Identification Date, or such earlier date as is selected by the Committee.

2.40 Substantial Risk of Forfeiture. Substantial Risk of Forfeiture means the description specified in Treas. Reg. Section 1.409A-1(d).

2.41 Termination Benefit. Termination Benefit means the benefit payable to a Participant under the Plan following the Participant’s Separation from Service prior to Retirement.

2.42 Unforeseeable Emergency. Unforeseeable Emergency means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s dependent (as defined in Code section 152, without regard to section 152(b)(1), (b)(2), and (d)(1)(B)), or a Beneficiary; loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example,  as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The types of events which may qualify as an Unforeseeable Emergency may be limited by the Committee.

2.43 Valuation Date. Valuation Date means each Business Day.

Article III

Eligibility and Participation

3.1 Eligibility and Participation. An Eligible Employee becomes a Participant upon the earlier to occur of: (i) a credit of Company Contributions under Article V, or (ii) receipt of notification of eligibility to participate.

3.2 Duration. A Participant shall be eligible to defer Compensation and receive allocations of Company Contributions, subject to the terms of the Plan, for as long as such Participant remains an Eligible Employee. A Participant who is no longer an Eligible Employee but has not Separated from Service may not defer Compensation under the Plan beyond the Plan Year in which he or she became ineligible but may otherwise exercise all of the rights of a Participant under the Plan with respect to his or her Account(s). On and after a Separation from Service, a Participant shall remain a Participant as long as his or her Account Balance is greater than zero (0), and during such time may continue to make allocation elections as provided in Section 8.4. An individual shall cease being a Participant in the Plan when all benefits under the Plan to which he or she is entitled have been paid.

Page 8 of 26

UMB Financial Corporation Deferred Compensation Plan

Article IV

Deferrals

4.1 Deferral Elections, Generally.

(a) A Participant may elect to defer Compensation by submitting a Compensation Deferral Agreement during the enrollment periods established by the Committee and in the manner specified by the Committee, but in any event, in accordance with Section 4.2. A Compensation Deferral Agreement that is not timely filed with respect to a service period or component of Compensation shall be considered void and shall have no effect with respect to such service period or Compensation. The Committee may modify any Compensation Deferral Agreement prior to the date the election becomes irrevocable under the rules of Section 4.2.

(b) The Participant shall specify on his or her Compensation Deferral Agreement the amount of Deferrals and whether to allocate Deferrals to a Retirement/Termination Account or to a Specified Date Account. If no designation is made, Deferrals shall be allocated to the Retirement/Termination Account. A Participant may also specify in his or her Compensation Deferral Agreement the Payment Schedule applicable to his or her Plan Accounts. If the Payment Schedule is not specified in a Compensation Deferral Agreement, the Payment Schedule shall be the Payment Schedule specified in Section 6.2.

4.2Timing Requirements for Compensation Deferral Agreements.

(a) First Year of Eligibility. In the case of the first year in which an Eligible Employee becomes eligible to participate in the Plan, he or she has up to 30 days following his or her initial eligibility to submit a Compensation Deferral Agreement with respect to Compensation to be earned during such year. The Compensation Deferral Agreement described in this paragraph becomes irrevocable upon the end of such 30-day period. The determination of whether an Eligible Employee may file a Compensation Deferral Agreement under this paragraph shall be determined in accordance with the rules of Code Section 409A, including the provisions of Treas. Reg. Section 1.409A-2(a)(7).

A Compensation Deferral Agreement filed under this paragraph applies to Compensation earned on and after the date the Compensation Deferral Agreement becomes irrevocable.

(b) Prior Year Election. Except as otherwise provided in this Section 4.2, Participants may defer Compensation by filing a Compensation Deferral Agreement no later than December 31 of the year prior to the year in which the Compensation to be deferred is earned. A Compensation Deferral Agreement described in this paragraph shall become irrevocable with respect to such Compensation as of January 1 of the year in which such Compensation is earned.

Page 9 of 26

UMB Financial Corporation Deferred Compensation Plan

(c) Performance-Based Compensation. Participants may file a Compensation Deferral Agreement with respect to Performance-Based Compensation no later than the date that is six months before the end of the performance period, provided that:

(i) the Participant performs services continuously from the later of the beginning of the performance period or the date the criteria are established through the date the Compensation Deferral Agreement is submitted; and

(ii) the Compensation is not readily ascertainable as of the date the Compensation Deferral Agreement is filed.

A Compensation Deferral Agreement becomes irrevocable with respect to Performance-Based Compensation as of the day immediately following the latest date for filing such election. Any election to defer Performance-Based Compensation that is made in accordance with this paragraph and that becomes payable as a result of the Participant’s death or disability (as defined in Treas. Reg. Section 1.409A-1(e)) or upon a Change in Control (as defined in Treas. Reg. Section 1.409A-3(i)(5)) prior to the satisfaction of the performance criteria, will be void.

(d) Sales Commissions. Sales commissions (as defined in Treas. Reg. Section 1.409A-2(a)(12)(i)) are considered to be earned by the Participant in the taxable year of the Participant in which the sale occurs. The Compensation Deferral Agreement must be filed before the last day of the year preceding the year in which the sales commissions are earned, and becomes irrevocable after that date.

(e) Investment Commissions. Investment commissions (as defined in Treas. Reg. Section 1.409A-2(a)(12)(ii)) are considered to be earned in the 12-month period immediately preceding the date assets are valued for purposes of calculating the commission. Investment Commissions must be deferred under the timing rules set forth in this Section 4.2.

(f) Fiscal Year Compensation. A Participant may defer Fiscal Year Compensation by filing a Compensation Deferral Agreement prior to the first day of the fiscal year or years in which such Fiscal Year Compensation is earned. The Compensation Deferral Agreement described in this paragraph becomes irrevocable on the first day of the fiscal year or years to which it applies.

(g) Certain Forfeitable Rights. With respect to a legally binding right to a payment in a subsequent year that is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least 12 months from the date the Participant obtains the legally binding right, an election to defer such Compensation may be made on or before the 30^th day after the Participant obtains the legally binding right to the Compensation, provided that the election is made at least 12 months in advance of the earliest date at which the forfeiture condition

Page 10 of 26

UMB Financial Corporation Deferred Compensation Plan

could lapse. The Compensation Deferral Agreement described in this paragraph becomes irrevocable after such 30^th day. If the forfeiture condition applicable to the payment lapses before the end of the required service period as a result of the Participant’s death or disability (as defined in Treas. Reg. Section 1.409A-3(i)(4)) or upon a Change in Control (as defined in Treas. Reg. Section 1.409A-3(i)(5)), the Compensation Deferral Agreement will be void unless it would be considered timely under another rule described in this Section.

(h) Company Awards. Participating Employers may unilaterally provide for deferrals of Company awards prior to the date of such awards. Deferrals of Company awards (such as sign-on, retention, or severance pay) may be negotiated with a Participant prior to the date the Participant has a legally binding right to such Compensation.

4.3 Allocation of Deferrals. A Compensation Deferral Agreement may allocate Deferrals to one or more Specified Date Accounts and/or to the Retirement/Termination Account. The Committee may, in its discretion, establish a minimum deferral period for the establishment of a Specified Date Account (for example, the third Plan Year following the year Compensation is allocated to such accounts).

4.4 Deductions from Pay. The Committee has the authority to determine the payroll practices under which any component of Compensation subject to a Compensation Deferral Agreement will be deducted from a Participant’s Compensation.

4.5 Vesting. Participant Deferrals shall be 100% vested at all times.

4.6 Cancellation of Deferrals. The Committee may cancel a Participant’s Deferrals: (i) for the balance of the Plan Year in which an Unforeseeable Emergency occurs, (ii) if the Participant receives a hardship distribution under the Employer’s qualified 401(k) plan, through the end of the Plan Year in which the six month anniversary of the hardship distribution falls, and (iii) during periods in which the Participant is unable to perform the duties of his or her position or any substantially similar position due to a mental or physical impairment that can be expected to result in death or last for a continuous period of at least six months, provided cancellation occurs by the later of the end of the taxable year of the Participant or the 15^th day of the third month following the date the Participant incurs the disability (as defined in this paragraph).

Article V

Company Contributions

5.1 Discretionary Company Contributions. The Participating Employer may, from time to time in its sole and absolute discretion, credit Company Contributions to any Participant’s Account in any amount determined by the Participating Employer. Such contributions will be credited to a Participant’s Retirement/Termination Account.

Page 11 of 26

UMB Financial Corporation Deferred Compensation Plan

5.2 Vesting.Company Contributions described in Section 5.1, above, and the Earnings thereon, shall vest in accordance with the vesting schedule(s) established by the Committee at the time the Company Contribution is made.  All Company Contributions shall become 100% vested upon the occurrence of the earliest of: (i) the death of the Participant while actively employed, (ii) the Disability of the Participant, (iii) Retirement of the Participant, or (iv) a Change in Control.  The Partcipating Employer may, at any time, in its sole discretion, increase a Participant’s vested interest in a Company Conribution.  The portion of a Participant’s Accounts that remains unvested upon his or her Separation from Service after the application of the terms of this Section 5.2 shall be forfeited.

Article VI

Benefits

6.1 Benefits, Generally. A Participant shall be entitled to the following benefits under the Plan:

(a) Retirement Benefit. Upon the Participant’s Separation from Service due to Retirement, he or she shall be entitled to a Retirement Benefit. The Retirement Benefit shall be equal to the vested portion of the Retirement/Termination Account and (i) if the Retirement/Termination Account is payable in a lump sum, the unpaid balances of any Specified Date Accounts, or (ii) if the Retirement/Termination Account is payable in installments, any Specified Date Accounts with respect to which payments have not yet commenced. The Retirement Benefit shall be based on the value of that Account(s) as of the end of the month in which Separation from Service occurs or such later date as the Committee, in its sole discretion, shall determine, and will be paid the following month. Payment of the Retirement Benefit to a Specified Employee will be valued on the last day of the sixth month following Separation from Service and made or begin in the seventh month following the month in which Separation from Service occurs. If the Retirement Benefit is to be paid in the form of installments, any subsequent installment payments to a Specified Employee will be paid on the anniversary of the date the initial installment was made.

(b) Termination Benefit. Upon the Participant’s Separation from Service for reasons other than death or Retirement, he or she shall be entitled to a Termination Benefit. The Termination Benefit shall be equal to the vested portion of the Retirement/Termination Account and the unpaid balances of any Specified Date Accounts. The Termination Benefit shall be based on the value of that Account(s) as of the end of the month in which Separation from Service occurs or such later date as the Committee, in its sole discretion, shall determine, and will be paid the following month. Payment of the Termination Benefit for a Specified Employee will be valued the last day of the sixth month following Separation from Service and made or begin in the seventh month following the month in which Separation from Service occurs.  

Page 12 of 26

UMB Financial Corporation Deferred Compensation Plan

(c) Specified Date Benefit. If the Participant has established one or more Specified Date Accounts, he or she shall be entitled to a Specified Date Benefit with respect to each such Specified Date Account. The Specified Date Benefit shall be equal to thevested portion of theSpecified Date Account, based on the value of that Account as of the end of themonth designated by the Participant at the time the Account was established.Payment of the Specified Date Benefit will be made or begin in the month following the designated month.

(d) Death Benefit. In the event of the Participant’s death, his or her designated Beneficiary(ies) shall be entitled to a Death Benefit. The Death Benefit shall be equal to the Retirement/Termination Account and unpaid balances of any Specified Date Accounts. The Death Benefit shall be based on the value of the Accounts as of the end of the month in which death occurred, with payment made in the following month.

(e) Unforeseeable Emergency Payments. A Participant who experiences an Unforeseeable Emergency may submit a written request to the Committee to receive payment of all or any portion of his or her vested Accounts. Whether a Participant or Beneficiary is faced with an Unforeseeable Emergency permitting an emergency payment shall be determined by the Committee based on the relevant facts and circumstances of each case, but, in any case, a distribution on account of Unforeseeable Emergency may not be made to the extent that such emergency is or may be reimbursed through insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship, or by cessation of Deferrals under this Plan. If an emergency payment is approved by the Committee, the amount of the payment shall not exceed the amount reasonably necessary to satisfy the need, taking into account the additional compensation that is available to the Participant as the result of cancellation of deferrals to the Plan, including amounts necessary to pay any taxes or penalties that the Participant reasonably anticipates will result from the payment. The amount of the emergency payment shall be subtracted first from the vested portion of the Participant’s Retirement/Termination Account until depleted and then from the Specified Date Accounts, beginning with the Specified Date Account with the latest payment commencement date. Emergency payments shall be paid in a single lump sum within the 90-day period following the date the payment is approved by the Committee.

6.2 Form of Payment.

(a) Retirement Benefit. A Participant who is entitled to receive a Retirement Benefit shall receive payment of such benefit in a single lump sum, unless the Participant elects on his or her initial Compensation Deferral Agreement to have such benefit paid in one of the following alternative forms of payment (i) substantially equal annual installments over a period of two to ten years, as elected by the Participant, or (ii) a lump sum payment of a percentage of the balance in the Retirement/Termination Account, with the balance paid in substantially equal

Page 13 of 26

UMB Financial Corporation Deferred Compensation Plan

annual installments over a period of two to ten  years, as elected by the Participant.

(b) Termination Benefit. A Participant who is entitled to receive a Termination Benefit shall receive payment of such benefit in a single lump sum.

(c) Specified Date Benefit. The Specified Date Benefit shall be paid in a single lump sum, unless the Participant elects on the Compensation Deferral Agreement with which the account was established to have the Specified Date Account paid in substantially equal annual installments over a period of two to five years, as elected by the Participant.  

Notwithstanding any election of a form of payment by the Participant, upon a Separation from Service the unpaid balance of a Specified Date Account with respect to which payments have not commenced shall be paid in accordance with the form of payment applicable to the Retirement, Termination or Death Benefit, as applicable. If such benefit is payable in a single lump sum, the unpaid balance of all Specified Date Accounts (including those in pay status) will be paid in a lump sum.

(d) Death Benefit. A designated Beneficiary who is entitled to receive a Death Benefit shall receive payment of such benefit in a single lump sum.

(e) Change in Control. A Participant will receive his or her Retirement or Termination Benefit in a single lump sum payment equal to the unpaid balance of all of his or her Accounts if Separation from Service occurs within 24 months following a Change in Control.  

A Participant or Beneficiary receiving installment payments when a Change in Control occurs, will receive the remaining account balance in a single lump sum within 90 days following the Change in Control.

(f)        Small Account Balances. Notwithstanding any Participant election or other provisions of the Plan, a Participant’s Accounts will be paid in a single lump sum if, upon the commencement of his or her Retirement, Termination or Death Benefit,  the combined value of his or her Accounts is not greater than  $25,000.

(g)       Rules Applicable to Installment Payments. If a Payment Schedule specifies installment payments, annual payments will be made beginning as of the payment commencement date for such installments and shall continue on each anniversary thereof until the number of installment payments specified in the Payment Schedule has been paid. The amount of each installment payment shall be determined by dividing (a) by (b), where (a) equals the Account Balance as of the Valuation Date and (b) equals the remaining number of installment payments.

Page 14 of 26

UMB Financial Corporation Deferred Compensation Plan

For purposes of Article VII, installment payments will be treated as a single form of payment. If a lump sum equal to less than 100% of the Retirement/Termination Account is paid, the payment commencement date for the installment form of payment will be the first anniversary of the payment of the lump sum.

6.3 Acceleration of or Delay in Payments. The Committee, in its sole and absolute discretion, may elect to accelerate the time or form of payment of a benefit owed to the Participant hereunder, provided such acceleration is permitted under Treas. Reg. Section 1.409A-3(j)(4). The Committee may also, in its sole and absolute discretion, delay the time for payment of a benefit owed to the Participant hereunder, to the extent permitted under Treas. Reg. Section 1.409A-2(b)(7). If the Plan receives a domestic relations order (within the meaning of Code Section 414(p)(1)(B)) directing that all or a portion of a Participant’s Accounts be paid to an “alternate payee,” any amounts to be paid to the alternate payee(s) shall be paid in a single lump sum.

Article VII

Modifications to Payment Schedules

7.1 Participant’s Right to Modify.  A Participant may modify any or all of the alternative Payment Schedules with respect to an Account, consistent with the permissible Payment Schedules available under the Plan, provided such modification complies with the requirements of this Article VII.

7.2 Time of Election. The date on which a modification election is submitted to the Committee must be at least 12 months prior to the date on which payment is scheduled to commence under the Payment Schedule in effect prior to the modification.

7.3 Date of Payment under Modified Payment Schedule. The date payments are to commence under the modified Payment Schedule must be no earlier than five years after the date payment would have commenced under the original Payment Schedule. Under no circumstances may a modification election result in an acceleration of payments in violation of Code Section 409A.

7.4 Effective Date. A modification election submitted in accordance with this Article VII is irrevocable upon receipt by the Committee and becomes effective 12 months after such date.

7.5 Effect on Accounts. An election to modify a Payment Schedule is specific to the Account or payment event to which it applies, and shall not be construed to affect the Payment Schedules of any other Accounts.

Page 15 of 26

UMB Financial Corporation Deferred Compensation Plan

Article VIII

Valuation of Account Balances; Investments

8.1 Valuation. Deferrals shall be credited to appropriate Accounts on the date such Compensation would have been paid to the Participant absent the Compensation Deferral Agreement. Company Contributions shall be credited to the Retirement/Termination Account at the times determined by the Committee. Valuation of Accounts shall be performed under procedures approved by the Committee.

8.2 Earnings Credit. Each Account will be credited with Earnings on each Business Day, based upon the Participant’s investment allocation among a menu of investment options selected in advance by the Committee, in accordance with the provisions of this Article VIII (“investment allocation”).

8.3 Investment Options. Investment options will be determined by the Committee. The Committee, in its sole discretion, shall be permitted to add or remove investment options from the Plan menu from time to time, provided that any such additions or removals of investment options shall not be effective with respect to any period prior to the effective date of such change.

8.4 Investment Allocations. A Participant’s investment allocation constitutes a deemed, not actual, investment among the investment options comprising the investment menu. At no time shall a Participant have any real or beneficial ownership in any investment option included in the investment menu, nor shall the Participating Employer or any trustee acting on its behalf have any obligation to purchase actual securities as a result of a Participant’s investment allocation. A Participant’s investment allocation shall be used solely for purposes of adjusting the value of a Participant’s Account Balances.

A Participant shall specify an investment allocation for each of his Accounts in accordance with procedures established by the Committee.  Allocation among the investment options must be designated in increments of 1%. The Participant’s investment allocation will become effective on the same Business Day or, in the case of investment allocations received after a time specified by the Committee, the next Business Day.

A Participant may change an investment allocation on any Business Day, both with respect to future credits to the Plan and with respect to existing Account Balances, in accordance with procedures adopted by the Committee. Changes shall become effective on the same Business Day or, in the case of investment allocations received after a time specified by the Committee, the next Business Day, and shall be applied prospectively.

8.5 Unallocated Deferrals and Accounts. If the Participant fails to make an investment allocation with respect to an Account, such Account shall be invested in an investment option, the primary objective of which is the preservation of capital, as determined by the Committee.

Page 16 of 26

UMB Financial Corporation Deferred Compensation Plan

Article IX

Administration

9.1 Plan Administration. This Plan shall be administered by the Committee which shall have discretionary authority to make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Plan and to utilize its discretion to decide or resolve any and all questions, including but not limited to eligibility for benefits and interpretations of this Plan and its terms, as may arise in connection with the Plan. Claims for benefits shall be filed with the Committee and resolved in accordance with the claims procedures in Article XII.

9.2 Administration Upon Change in Control. Upon a Change in Control, the Committee, as constituted immediately prior to such Change in Control, shall continue to act as the Committee. The individual who was the Chief Executive Officer of the Company (or if such person is unable or unwilling to act, the next highest ranking officer) prior to the Change in Control shall have the authority (but shall not be obligated) to appoint an independent third party to act as the Committee.

Upon such Change in Control, the Company may not remove the Committee, unless 2/3rds of the members of the Board of Directors of the Company consent to the removal and replacement of the Committee. Notwithstanding the foregoing, neither the Committee nor the officer described above shall have authority to direct investment of trust assets under any rabbi trust described in Section 11.2.

The Participating Employer shall, with respect to the Committee identified under this Section: (i) pay all reasonable expenses and fees of the Committee, (ii) indemnify the Committee (including individuals serving as Committee members) against any costs, expenses and liabilities including, without limitation, attorneys’ fees and expenses arising in connection with the performance of the Committee’s duties hereunder, except with respect to matters resulting from the Committee’s gross negligence or willful misconduct, and (iii) supply full and timely information to the Committee on all matters related to the Plan, any rabbi trust, Participants, Beneficiaries and Accounts as the Committee may reasonably require.

9.3 Withholding. The Participating Employer shall have the right to withhold from any payment due under the Plan (or with respect to any amounts credited to the Plan) any taxes required by law to be withheld in respect of such payment (or credit). Withholdings with respect to amounts credited to the Plan shall be deducted from Compensation that has not been deferred to the Plan.

9.4 Indemnification. The Participating Employers shall indemnify and hold harmless each employee, officer, director, agent or organization, to whom or to which are delegated duties, responsibilities, and authority under the Plan or otherwise with respect to administration of the Plan, including, without limitation, the Committee and its agents, against all claims, liabilities, fines and penalties, and all expenses reasonably incurred by or imposed upon him or it (including but not limited to reasonable attorney fees) which

Page 17 of 26

UMB Financial Corporation Deferred Compensation Plan

arise as a result of his or its actions or failure to act in connection with the operation and administration of the Plan to the extent lawfully allowable and to the extent that such claim, liability, fine, penalty, or expense is not paid for by liability insurance purchased or paid for by the Participating Employer. Notwithstanding the foregoing, the Participating Employer shall not indemnify any person or organization if his or its actions or failure to act are due to gross negligence or willful misconduct or for any such amount incurred through any settlement or compromise of any action unless the Participating Employer consents in writing to such settlement or compromise.

9.5 Delegation of Authority. In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with legal counsel who shall be legal counsel to the Company.

9.6 Binding Decisions or Actions. The decision or action of the Committee in respect of any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations thereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

Article X

Amendment and Termination

10.1 Amendment and Termination. The Company may at any time and from time to time amend the Plan or may terminate the Plan as provided in this Article X. Each Participating Employer may also terminate its participation in the Plan.

10.2 Amendments. The Company, by action taken by its Board of Directors, may amend the Plan at any time and for any reason, provided that any such amendment shall not reduce the vested Account Balances of any Participant accrued as of the date of any such amendment or restatement (as if the Participant had incurred a voluntary Separation from Service on such date) or reduce any rights of a Participant under the Plan or other Plan features with respect to Deferrals made prior to the date of any such amendment or restatement without the consent of the Participant. The Board of Directors of the Company may delegate to the Committee the authority to amend the Plan without the consent of the Board of Directors for the purpose of: (i) conforming the Plan to the requirements of law; (ii) facilitating the administration of the Plan; (iii) clarifying provisions based on the Committee’s interpretation of the document; and (iv) making such other amendments as the Board of Directors may authorize.

10.3 Termination. The Company, by action taken by its Board of Directors, may terminate the Plan and pay Participants and Beneficiaries their Account Balances in a single lump sum at any time, to the extent and in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix). If a Participating Employer terminates its participation in the Plan, the benefits of affected Employees shall be paid at the time provided in Article VI.

Page 18 of 26

UMB Financial Corporation Deferred Compensation Plan

10.4 Accounts Taxable Under Code Section 409A. The Plan is intended to constitute a plan of deferred compensation that meets the requirements for deferral of income taxation under Code Section 409A. The Committee, pursuant to its authority to interpret the Plan, may sever from the Plan or any Compensation Deferral Agreement any provision or exercise of a right that otherwise would result in a violation of Code Section 409A.

Article XI

Informal Funding

11.1 General Assets. Obligations established under the terms of the Plan may be satisfied from the general funds of the Participating Employers, or a trust described in this Article XI. No Participant, spouse or Beneficiary shall have any right, title or interest whatever in assets of the Participating Employers. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Participating Employers and any Employee, spouse, or Beneficiary. To the extent that any person acquires a right to receive payments hereunder, such rights are no greater than the right of an unsecured general creditor of the Participating Employer.

11.2 Rabbi Trust. A Participating Employer may, in its sole discretion, establish a grantor trust, commonly known as a rabbi trust, as a vehicle for accumulating assets to pay benefits under the Plan. Payments under the Plan may be paid from the general assets of the Participating Employer or from the assets of any such rabbi trust. Payment from any such source shall reduce the obligation owed to the Participant or Beneficiary under the Plan.

Article XII

Claims

12.1 Filing a Claim. Any controversy or claim arising out of or relating to the Plan shall be filed in writing with the Committee which shall make all determinations concerning such claim. Any claim filed with the Committee and any decision by the Committee denying such claim shall be in writing and shall be delivered to the Participant or Beneficiary filing the claim (the “Claimant”).

(a) In General. Notice of a denial of benefits  will be provided within 90 days of the Committee’s receipt of the Claimant’s claim for benefits. If the Committee determines that it needs additional time to review the claim, the Committee will provide the Claimant with a notice of the extension before the end of the initial 90-day period. The extension will not be more than 90 days from the end of the initial 90-day period and the notice of extension will explain the special circumstances that require the extension and the date by which the Committee expects to make a decision.

Page 19 of 26

UMB Financial Corporation Deferred Compensation Plan

(b) Contents of Notice. If a claim for benefits is completely or partially denied, notice of such denial shall be in writing and shall set forth the reasons for denial in plain language. The notice shall: (i) cite the pertinent provisions of the Plan document, and (ii) explain, where appropriate, how the Claimant can perfect the claim, including a description of any additional material or information necessary to complete the claim and why such material or information is necessary. The claim denial also shall include an explanation of the claims review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse decision on review.

12.2 Appeal of Denied Claims. A Claimant whose claim has been completely or partially denied shall be entitled to appeal the claim denial by filing a written appeal with a committee designated to hear such appeals (the “Appeals Committee”). A Claimant who timely requests a review of the denied claim (or his or her authorized representative) may review, upon request and free of charge, copies of all documents, records and other information relevant to the denial and may submit written comments, documents, records and other information relevant to the claim to the Appeals Committee. All written comments, documents, records, and other information shall be considered “relevant” if the information: (i) was relied upon in making a benefits determination, (ii) was submitted, considered or generated in the course of making a benefits decision regardless of whether it was relied upon to make the decision, or (iii) demonstrates compliance with administrative processes and safeguards established for making benefit decisions. The Appeals Committee may, in its sole discretion and if it deems appropriate or necessary, decide to hold a hearing with respect to the claim appeal.

(a) In General. Appeal of a denied benefits claim must be filed in writing with the Appeals Committee no later than 60 days after receipt of the written notification of such claim denial. The Appeals Committee shall make its decision regarding the merits of the denied claim within 60 days following receipt of the appeal (or within 120 days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). If an extension of time for reviewing the appeal is required because of special circumstances, written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension. The notice will indicate the special circumstances requiring the extension of time and the date by which the Appeals Committee expects to render the determination on review. The review will take into account comments, documents, records and other information submitted by the Claimant relating to the claim without regard to whether such information was submitted or considered in the initial benefit determination.

(b) Contents of Notice. If a benefits claim is completely or partially denied on review, notice of such denial shall be in writing and shall set forth the reasons for denial in plain language.

Page 20 of 26

UMB Financial Corporation Deferred Compensation Plan

The decision on review shall set forth: (i) the specific reason or reasons for the denial, (ii) specific references to the pertinent Plan provisions on which the denial is based, (iii) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, or other information relevant (as defined above) to the Claimant’s claim, and (iv) a statement describing any voluntary appeal procedures offered by the plan and a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA.

12.3 Claims Appeals Upon Change in Control. Upon a Change in Control, the Appeals Committee, as constituted immediately prior to such Change in Control, shall continue to act as the Appeals Committee. Upon such Change in Control, the Company may not remove any member of the Appeals Committee, but may replace resigning members if 2/3rds of the members of the Board of Directors of the Company and a majority of Participants and Beneficiaries with Account Balances consent to the replacement.

The Appeals Committee shall have the exclusive authority at the appeals stage to interpret the terms of the Plan and resolve appeals under the Claims Procedure.

Each Participating Employer shall, with respect to the Committee identified under this Section: (i) pay its proportionate share of all reasonable expenses and fees of the Appeals Committee, (ii) indemnify the Appeals Committee (including individual committee members) against any costs, expenses and liabilities including, without limitation, attorneys’ fees and expenses arising in connection with the performance of the Appeals Committee hereunder, except with respect to matters resulting from the Appeals Committee’s gross negligence or willful misconduct, and (iii) supply full and timely information to the Appeals Committee on all matters related to the Plan, any rabbi trust, Participants, Beneficiaries and Accounts as the Appeals Committee may reasonably require.

12.4 Legal Action. A Claimant may not bring any legal action, including commencement of any arbitration, relating to a claim for benefits under the Plan unless and until the Claimant has followed the claims procedures under the Plan and exhausted his or her administrative remedies under such claims procedures.

If a Participant or Beneficiary prevails in a legal proceeding brought under the Plan to enforce the rights of such Participant or any other similarly situated Participant or Beneficiary, in whole or in part, the Participating Employer shall reimburse such Participant or Beneficiary for all legal costs, expenses, attorneys’ fees and such other liabilities incurred as a result of such proceedings. If the legal proceeding is brought in connection with a Change in Control, or a “change in control” as defined in a rabbi trust described in Section 11.2, the Participant or Beneficiary may file a claim directly with the trustee for reimbursement of such costs, expenses and fees. For purposes of the preceding sentence, the amount of the claim shall be treated as if it were an addition to the Participant’s or Beneficiary’s Account Balance.

Page 21 of 26

UMB Financial Corporation Deferred Compensation Plan

12.5 Discretion of Appeals Committee. All interpretations, determinations and decisions of the Appeals Committee with respect to any claim shall be made in its sole discretion, and shall be final and conclusive.

12.6 Arbitration.

(a) Prior to Change in Control. If, prior to a Change in Control, any claim or controversy between a Participating Employer and a Participant or Beneficiary is not resolved through the claims procedure set forth in Article XII, such claim shall be submitted to and resolved exclusively by expedited binding arbitration by a single arbitrator.  Arbitration shall be conducted in accordance with the following procedures:

The complaining party shall promptly send written notice to the other party identifying the matter in dispute and the proposed remedy. Following the giving of such notice, the parties shall meet and attempt in good faith to resolve the matter. In the event the parties are unable to resolve the matter within 21 days, the parties shall meet and attempt in good faith to select a single arbitrator acceptable to both parties. If a single arbitrator is not selected by mutual consent within ten Business Days following the giving of the written notice of dispute, an arbitrator shall be selected from a list of nine persons each of whom shall be an attorney who is either engaged in the active practice of law or recognized arbitrator and who, in either event, is experienced in serving as an arbitrator in disputes between employers and employees, which list shall be provided by the main office of either JAMS, the American Arbitration Association (“AAA”) or the Federal Mediation and Conciliation Service. If, within three Business Days of the parties’ receipt of such list, the parties are unable to agree on an arbitrator from the list, then the parties shall each strike names alternatively from the list, with the first to strike being determined by the flip of a coin. After each party has had four strikes, the remaining name on the list shall be the arbitrator. If such person is unable to serve for any reason, the parties shall repeat this process until an arbitrator is selected.

Unless the parties agree otherwise, within 60 days of the selection of the arbitrator, a hearing shall be conducted before such arbitrator at a time and a place agreed upon by the parties. In the event the parties are unable to agree upon the time or place of the arbitration, the time and place shall be designated by the arbitrator after consultation with the parties. Within 30 days of the conclusion of the arbitration hearing, the arbitrator shall issue an award, accompanied by a written decision explaining the basis for the arbitrator’s award.

In any arbitration hereunder, the Participating Employer shall pay all administrative fees of the arbitration and all fees of the arbitrator, except that the Participant or Beneficiary may, if he/she/it wishes, pay up to one-half of those amounts. Each party shall pay its own attorneys’ fees, costs, and expenses, unless the arbitrator orders otherwise. The prevailing party in such arbitration, as

Page 22 of 26

UMB Financial Corporation Deferred Compensation Plan

determined by the arbitrator, and in any enforcement or other court proceedings, shall be entitled, to the extent permitted by law, to reimbursement from the other party for all of the prevailing party’s costs (including but not limited to the arbitrator’s compensation), expenses, and attorneys’ fees. The arbitrator shall have no authority to add to or to modify this Plan, shall apply all applicable law, and shall have no lesser and no greater remedial authority than would a court of law resolving the same claim or controversy. The arbitrator shall, upon an appropriate motion, dismiss any claim without an evidentiary hearing if the party bringing the motion establishes that it would be entitled to summary judgment if the matter had been pursued in court litigation.

The parties shall be entitled to discovery as follows: Each party may take no more than three depositions. The Participating Employer may depose the Participant or Beneficiary plus two other witnesses, and the Participant or Beneficiary may depose the Participating Employer, pursuant to Rule 30(b)(6) of the Federal Rules of Civil Procedure, plus two other witnesses. Each party may make such reasonable document discovery requests as are allowed in the discretion of the arbitrator.

The decision of the arbitrator shall be final, binding, and non-appealable, and may be enforced as a final judgment in any court of competent jurisdiction.

This arbitration provision of the Plan shall extend to claims against any parent, subsidiary, or affiliate of each party, and, when acting within such capacity, any officer, director, shareholder, Participant, Beneficiary, or agent of any party, or of any of the above, and shall apply as well to claims arising out of state and federal statutes and local ordinances as well as to claims arising under the common law or under this Plan.

Notwithstanding the foregoing, and unless otherwise agreed between the parties, either party may apply to a court for provisional relief, including a temporary restraining order or preliminary injunction, on the ground that the arbitration award to which the applicant may be entitled may be rendered ineffectual without provisional relief.

Any arbitration hereunder shall be conducted in accordance with the Federal Arbitration Act: provided, however, that, in the event of any inconsistency between the rules and procedures of the Act and the terms of this Plan, the terms of this Plan shall prevail.

If any of the provisions of this Section 12.6(a) are determined to be unlawful or otherwise unenforceable, in the whole part, such determination shall not affect the validity of the remainder of this section and this section shall be reformed to the extent necessary to carry out its provisions to the greatest extent possible and to insure that the resolution of all conflicts between the parties, including those arising out of statutory claims, shall be resolved by neutral, binding arbitration. If

Page 23 of 26

UMB Financial Corporation Deferred Compensation Plan

a court should find that the provisions of this Section 12.6(a) are not absolutely binding, then the parties intend any arbitration decision and award to be fully admissible in evidence in any subsequent action, given great weight by any finder of fact and treated as determinative to the maximum extent permitted by law.

The parties do not agree to arbitrate any putative class action or any other representative action. The parties agree to arbitrate only the claims(s) of a single Participant or Beneficiary.

(b) Upon Change in Control. If, upon the occurrence of a Change in Control, any dispute, controversy or claim arises between a Participant or Beneficiary and the Participating Employer out of or relating to or concerning the provisions of the Plan, such dispute, controversy or claim shall be finally settled by a court of competent jurisdiction which, notwithstanding any other provision of the Plan, shall apply a de novo standard of review to any determination made by the Company or its Board of Directors, a Participating Employer, the Committee, or the Appeals Committee.

Article XIII

General Provisions

13.1 Assignment. No interest of any Participant, spouse or Beneficiary under this Plan and no benefit payable hereunder shall be assigned as security for a loan, and any such purported assignment shall be null, void and of no effect, nor shall any such interest or any such benefit be subject in any manner, either voluntarily or involuntarily, to anticipation, sale, transfer, assignment or encumbrance by or through any Participant, spouse or Beneficiary. Notwithstanding anything to the contrary herein, however, the Committee has the discretion to make payments to an alternate payee in accordance with the terms of a domestic relations order (as defined in Code Section 414(p)(1)(B)).

The Company may assign any or all of its liabilities under this Plan in connection with any restructuring, recapitalization, sale of assets or other similar transactions affecting a Participating Employer without the consent of the Participant.

13.2 No Legal or Equitable Rights or Interest. No Participant or other person shall have any legal or equitable rights or interest in this Plan that are not expressly granted in this Plan. Participation in this Plan does not give any person any right to be retained in the service of the Participating Employer. The right and power of a Participating Employer to dismiss or discharge an Employee is expressly reserved. The Participating Employers make no representations or warranties as to the tax consequences to a Participant or a Participant’s beneficiaries resulting from a deferral of income pursuant to the Plan.

13.3 No Employment Contract. Nothing contained herein shall be construed to constitute a contract of employment between an Employee and a Participating Employer.

Page 24 of 26

UMB Financial Corporation Deferred Compensation Plan

13.4 Notice. Any notice or filing required or permitted to be delivered to the Committee under this Plan shall be delivered in writing, in person, or through such electronic means as is established by the Committee. Notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Written transmission shall be sent by certified mail to:

UMB FINANCIAL CORPORATION

ATTN: EVP Chief Organization Effectiveness Officer

1010 GRAND BOULEVARD 

KANSAS CITY, MO 64106 

Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing or hand-delivered, or sent by mail to the last known address of  the Participant.

13.5 Headings. The headings of Sections are included solely for convenience of reference, and if there is any conflict between such headings and the text of this Plan, the text shall control.

13.6 Invalid or Unenforceable Provisions. If any provision of this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof and the Committee may elect in its sole discretion to construe such invalid or unenforceable provisions in a manner that conforms to applicable law or as if such provisions, to the extent invalid or unenforceable, had not been included.

13.7 Lost Participants or Beneficiaries. Any Participant or Beneficiary who is entitled to a benefit from the Plan has the duty to keep the Committee advised of his or her current mailing address. If benefit payments are returned to the Plan or are not presented for payment after a reasonable amount of time, the Committee shall presume that the payee is missing. The Committee, after making such efforts as in its discretion it deems reasonable and appropriate to locate the payee, shall stop payment on any uncashed checks and may discontinue making future payments until contact with the payee is restored.

13.8 Facility of Payment to a Minor.  If a distribution is to be made to a minor, or to a person who is otherwise incompetent, then the Committee may, in its discretion, make such distribution: (i) to the legal guardian, or if none, to a parent of a minor payee with whom the payee maintains his or her residence, or (ii) to the conservator or committee or, if none, to the person having custody of an incompetent payee. Any such distribution shall fully discharge the Committee, the Company, and the Plan from further liability on account thereof.

Page 25 of 26

UMB Financial Corporation Deferred Compensation Plan

13.9 Governing Law. To the extent not preempted by ERISA, the laws of the State of Missouri shall govern the construction and administration of the Plan.

IN WITNESS WHEREOF, the undersigned executed this Plan as of the _____ day of _______________, 2008, to be effective as of the Effective Date.

UMB Financial Corporation.

By: _______________________________ (Print Name)

Its: ________________________________ (Title)

_____________________________________________ (Signature)

Page 26 of 26

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF UMB FINANCIAL CORPORATION

December 31, 2017

Incorporation or

Name of EntityOrganizationJurisdiction of

A. Registrant and Parent Company

UMB Financial CorporationMissouri

B. Subsidiaries of Registrant

1. UMB Bank, n.a.United States

UMB Financial Corporation owns 100%

a. UMB Bank & Trust, n.a.Missouri

UMB Bank, n.a. owns 100%

b.    UMB Capital CorporationMissouri

UMB Bank, n.a. owns 100%

c. UMB Banc Leasing CorporationMissouri

UMB Bank, n.a. owns 100%

d. UMB Trust Company of South DakotaSouth Dakota

UMB Bank, n.a. owns 100%

e. UMB Insurance, Inc.Missouri

UMB Bank, n.a. owns 100%

f. Kansas City Realty CompanyKansas

UMB Bank, n.a. owns 100%

1)  UMB Realty Company, LLCDelaware

Kansas City Realty Company owns 100%

2)  Kansas City Financial CorporationKansas

Kansas City Realty Company owns 100%

g.    UMB Colorado Property, LLC Colorado

UMB Bank, n.a. owns 100%

h.    Conifer Properties, LLCMissouriUMB Bank, n.a. owns 100%

i.     Marquette Business Credit, LLC*Delaware

             UMB Bank, n.a. owns 100%

1) Marquette Business Credit SPE I, LLCMinnesota

Marquette Business Credit, LLC owns 100%

*Also does business under the names of: (A) Park Cities Auditing

and (B) Park Cities Verifications

j.     Marquette Transportation Finance, LLC*Missouri

UMB Bank, n.a. owns 100%

*Also does business under the name of Marquette Commercial Finance

k.    Meridian AZ Properties, LLCDelaware

UMB Bank, n.a. owns 100%

l.     9700, LLCVirginia

UMB Bank, n.a. owns 100%

m.   SB&T Assets, LLCTexas

UMB Bank, n.a. owns 100%

2. United Missouri Insurance CompanyArizona

UMB Financial Corporation owns 100%

3. UMBCDC, Inc.Missouri

UMB Financial Corporation owns 100%

4. UMB Fund Services, Inc.Wisconsin

UMB Financial Corporation owns 100%

a. UMB Distribution Services, LLCWisconsin

UMB Fund Services, Inc. owns 100%

5. UMB Financial Services, Inc.Missouri

UMB Financial Corporation owns 100%

7. Prairie Capital Management, LLCMissouri

UMB Financial Corporation owns 100%

8.  UMB Management Equity Holdings, Inc. Missouri

UMB Financial Corporation owns 100%

a. UMB Management Equity PE I, LPMissouri

UMB Management Equity Holdings, Inc. owns 0.5%

b.    UMB Management Equity PE II, LPMissouri

UMB Management Equity Holdings, Inc. owns 0.5%

c.    UMB Management Equity HF, LPMissouri

UMB Management Equity Holdings, Inc. owns 0.5%

9.   UMB Merchant Banc, LLC Missouri

UMB Financial Corporation owns 100%

a.    UMB Management Equity PE I, LPMissouri

UMB Merchant Banc, LLC owns 99.5%

1) PCM Capital – Private Equity III LLCDelaware

UMB Management Equity PE I, LP owns 100%

a) Flint Hills Private Equity III L.P.Delaware

             PCM Capital – Private Equity III LLC is

       general partner

2) PCM Capital – Credit Opportunities LLCDelaware

UMB Management Equity PE I, LP owns 100%

a) Flint Hills Credit Opportunities L.P.Delaware

               PCM Capital – Credit Opportunities LLC is

               general partner

3) PCM Capital – Woodford Co-Invest LLCDelaware

UMB Management Equity PE I, LP owns 100%

a) Flint Hills Woodford Co-Invest L.P.Delaware

               PCM Capital – Woodford Co-Invest LLC is

               general partner

4) PCM Capital – Private Equity IV LLCDelaware

UMB Management Equity PE I, LP owns 100%

a) Flint Hills Private Equity IV L.P.Delaware

               PCM Capital – Private Equity IV LLC is

               general partner

5) PCM Capital – Permian Co-Invest LLCDelaware

UMB Management Equity PE I, LP owns 100%

        a) Flint Hills Permian Co-Invest L.P.Delaware

              PCM Capital – Permian Co-Invest LLC is

               general partner

6) PCM Capital – CEC Opportunity II LLCDelaware

UMB Management Equity PE I, LP owns 100%

a) Flint Hills CEC Opportunity II L.P.Delaware

PCM Capital – CEC Opportunity II LLC is

general partner

7) PCM Capital – Credit Opportunities II LLCDelaware

UMB Management Equity PE I, LP owns 100%

a) Flint Hills Credit Opportunities II L.P.Delaware

PCM Capital – Credit Opportunities II LLC

is general partner

8) PCM Capital – Kissner Co-Invest LLCDelaware

UMB Management Equity PE I, LP owns 100%

a) Flint Hills Kissner Co-Invest L.P.Delaware

PCM Capital – Kissner Co-Invest LLC

is general partner

9) PCM Capital – BH New Opportunity 2015 Co-Invest Delaware

Fund LLC

UMB Management Equity PE I, LP owns 100%

a) Flint Hills BH New Opportunity 2015 Co-Invest Delaware

Fund L.P.

PCM Capital – BH New Opportunity Co-Invest 2015

Fund LLC is general partner

10) PCM Capital – Traverse Midstream Co-Invest LLCDelaware

UMB Management Equity PE I, LP owns 100%

a) Flint Hills Traverse Midstream Co-Invest L.P.Delaware

PCM Capital – Traverse Midstream Co-Invest

Fund LLC is general partner

11) PCM Capital – EMG Opportunity II LLCDelaware

UMB Management Equity PE I, LP owns 100%

a) Flint Hills EMG Opportunity II L.P.Delaware

PCM Capital – EMG Opportunity II LLC

is general partner

12) PCM Capital – Venture Opportunities LLCDelaware

UMB Management Equity PE I, LP owns 100%

a) Flint Hills Venture Opportunities L.P.Delaware

PCM Capital – Venture Opportunities LLC

is general partner

13) PCM Capital – Credit Opportunities III LLCDelaware

UMB Management Equity PE I, LP owns 100%

a) Flint Hills Credit Opportunities III L.P.Delaware

PCM Capital – Credit Opportunities III LLC

is general partner

14) PCM Capital – Permian Co-Invest II LLCDelaware

UMB Management Equity PE I, LP owns 100%

a) Flint Hills Permian Co-Invest IIL.P.Delaware

PCM Capital – SVB Venture LLC

is general partner

15) PCM Capital – BH New Opportunity 2016 Co-Invest Delaware

Fund LLC

UMB Management Equity PE I, LP owns 100%

16) PCM Capital – Private Equity V LLCDelaware

UMB Management Equity PE I, LP owns 100%

a) Flint Hills Private Equity V L.P.Delaware

PCM Capital – Private Equity V LLC

is general partner

b.    UMB Management Equity PE II, LPMissouri

UMB Merchant Banc, LLC owns 99.5%

1) PCM Capital – Plains Co-Invest LLCDelaware

UMB Management Equity PE II, LP owns 100%

a) Flint Hills Plains Co-Invest L.P.Delaware

              PCM Capital – Plains Co-Invest LLC is

               general partner

2) PCM Capital – UTICA Co-Invest LLCDelaware

UMB Management Equity PE II, LP owns 100%

a) Flint Hills UTICA Co-Invest L.P.Delaware

               PCM Capital – UTICA Co-Invest LLC is

               general partner

3) PCM Capital – AEP Co-Invest LLCDelaware

UMB Management Equity PE II, LP owns 100%

a) Flint Hills AEP Co-Invest L.P.Delaware

               PCM Capital – AEP Co-Invest LLC is

               general partner

4) PCM Capital – EMG Opportunity LLCDelaware

UMB Management Equity PE II, LP owns 100%

a) Flint Hills EMG Opportunity L.P.Delaware

               PCM Capital – EMG Opportunity LLC is

               general partner

5) PCM Capital – Founders LLCDelaware

UMB Management Equity PE II, LP owns 100%

a) Flint Hills Founders L.P.Delaware

               PCM Capital – Founders LLC is

               general partner

c.    UMB Management Equity HF, LPMissouri

UMB Merchant Banc, LLC owns 99.5%

1) PCM Capital – Concentrated Global L/S Equity LLCDelaware

UMB Management Equity HF, LP owns 100%

a) Flint Hills Concentrated Global L/S Equity L.P.Delaware

PCM Capital – Concentrated Global L/S

Equity LLC is general partner

2) PCM Capital – Diversified Strategies LLCDelaware

UMB Management Equity HF, LP owns 100%

a) Flint Hills Diversified Strategies L.P.Delaware

       PCM Capital – Diversified Strategies LLC is

general partner

3) PCM Capital – Long/Short Equity LLCDelaware

UMB Management Equity HF, LP owns 100%

a) Flint Hills Long/Short Equity L.P.Delaware

      PCM Capital – Long/Short Equity LLC is

     general partner

4) PCM Capital – Activist Strategies LLCDelaware

UMB Management Equity HF, LP owns 100%

a) Flint Hills Activist Strategies L.P.Delaware

PCM Capital – Activist Strategies LLC is

general partner

d.    PCM Capital – Managed Equity Fund I LLCDelaware

UMB Merchant Banc, LLC owns 100%

1) Flint Hills Managed Equity Fund I, L.P.Delaware

      PCM Capital – Managed Equity Fund I LLC is

      general partner

e.    PCM Capital – Private Equity Co-Investment I LLCDelaware

UMB Merchant Banc, LLC owns 100%

1) Flint Hills Private Equity Co-Investment I L.P.Delaware

      PCM Capital – Private Equity Co-Investment I LLC

      is general partner

f.    PCM Capital – Private Equity LLCDelaware

UMB Merchant Banc, LLC owns 100%

1) Flint Hills Private Equity L.P.Delaware

             PCM Capital – Private Equity LLC is

       general partner

g.    PCM Capital – Private Equity II LLCDelaware

UMB Merchant Banc, LLC owns 100%

1) Flint Hills Private Equity II L.P.Delaware

             PCM Capital – Private Equity II LLC is

       general partner

h.    PCM Capital – Select Managers Fund LLCDelaware

UMB Merchant Banc, LLC owns 100%

1) Flint Hills Select Managers Fund L.P.Delaware

        PCM Capital – Select Managers Fund LLC is

        general partner

i.    PCM Capital – Spartan Co-Invest LLCDelaware

UMB Merchant Banc, LLC owns 100%

1) Flint Hills Spartan Co-Invest L.P.Delaware

               PCM Capital – Spartan Co-Invest LLC is

        general partner

j.    PCM Capital – Strategic Small Mid Cap LLCDelaware

UMB Merchant Banc, LLC owns 100%

1) Flint Hills Strategic Small Mid Cap L.P.Delaware

        PCM Capital – Strategic Small Mid Cap LLC is

               general partner

k.    PCM Capital – Tech Investments LLCDelaware

UMB Merchant Banc, LLC owns 100%

1) Flint Hills Tech Investments L.P.Delaware

               PCM Capital – Tech Investments LLC is

               general partner

l.    PCM Capital – SQ Opportunity LLCDelaware

UMB Merchant Banc, LLC owns 100%

1) Flint Hills SQ Opportunity L.P.Delaware

               PCM Capital – SQ Opportunity LLC is

               general partner

m.    PCM Capital – CEC Opportunity LLCDelaware

UMB Merchant Banc, LLC owns 100%

1) Flint Hills CEC Opportunity L.P.Delaware

               PCM Capital – CEC Opportunity LLC is

               general partner

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
UMB Financial Corporation and Subsidiaries:

We consent to the incorporation by reference in the registration statements (Nos. 333‑210616, 333-210617 on Form S-3 and Nos. 333-65807, 333-102044, 333-125067, 333-161398, 333-181111, and 333-188100 on Form S-8) of UMB Financial Corporation and Subsidiaries (the Company) of our reports dated February 22, 2018 with respect to the consolidated balance sheets of the Company as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the effectiveness of internal control over financial reporting as of December 31, 2017, which reports appear in the December 31, 2017 annual report on Form 10-K of the Company.  

/s/ KPMG LLP

Kansas City, Missouri
February 22, 2018

EX-24.1

                                                                                                                       Exhibit 24.1

SIGNATURES

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

UMB FINANCIAL CORPORATION

	By  /s/ J. Mariner Kemper
Date February 22, 2018	J. Mariner Kemper Chairman of the Board

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints J. Mariner Kemper and Ram Shankar his true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for and in his name, place and stead, in any and all capacities, to file this report the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing required and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature and Name	Capacity	Date
/s/ Robin C. Beery	Director	1/23/18
Robin C. Beery
/s/ Kevin C. Gallagher	Director	1/23/18
Kevin C. Gallagher
/s/ Greg M. Graves	Director	1/23/18
Greg M. Graves

Signature and Name	Capacity	Date
/s/ Alexander C. Kemper	Director	1/23/18
Alexander C. Kemper
/s/ J. Mariner Kemper	Director, Chief Executive Officer	1/23/18
J. Mariner Kemper	Chairman of the Board
/s/ Gordon E. Lansford	Director	1/23/18
Gordon E. Lansford
/s/ Timothy R. Murphy	Director	1/23/18
Timothy R. Murphy
/s/ Kris A. Robbins	Director	1/23/18
Kris A. Robbins
/s/ Ram Shankar	Chief Financial Officer	1/23/18
Ram Shankar
/s/ L. Joshua Sosland	Director	1/23/18
L. Joshua Sosland
/s/ Dylan E. Taylor	Director	1/23/18
Dylan E. Taylor
/s/ Paul Uhlmann, III	Director	1/23/18
Paul Uhlmann, III
/s/ Leroy J. Williams	Director	1/23/18
Leroy J. Williams

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, J. Mariner Kemper, certify that:

1. I have reviewed this Annual Report on Form 10-K of UMB Financial Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 22, 2018

    /s/ J. Mariner Kemper

J. Mariner Kemper

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Ram Shankar, certify that:

1. I have reviewed this Annual Report on Form 10-K of UMB Financial Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 22, 2018

   /s/ Ram Shankar

Ram Shankar

Chief Financial Officer

EX-32.1

Exhibit 32.1

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

In connection with the Annual Report on Form 10-K of UMB Financial Corporation (the Company) for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, J. Mariner Kemper, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  February 22, 2018

    /s/ J. Mariner Kemper

J. Mariner Kemper

Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to UMB Financial Corporation and will be retained by UMB Financial Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

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

In connection with the Annual Report on Form 10-K of UMB Financial Corporation (the Company) for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Ram Shankar, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  February 22, 2018

    /s/ Ram Shankar

Ram Shankar

Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to UMB Financial Corporation and will be retained by UMB Financial Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Feb. 15, 2018	Jun. 30, 2017
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	FY
Trading Symbol	UMBF
Entity Registrant Name	UMB FINANCIAL CORP
Entity Central Index Key	0000101382
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		50,048,342
Entity Public Float			$ 3,379,666,840

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
ASSETS
Loans	$ 11,280,513	$ 10,540,383
Allowance for loan losses	(100,604)	(91,649)
Net loans	11,179,909	10,448,734
Loans held for sale	1,460	5,279
Securities:
Available for sale	6,258,577	6,466,334
Held to maturity (fair value of $1,207,447 and $1,106,027, respectively)	1,261,014	1,115,932
Trading securities	54,055	39,536
Other securities	65,897	68,306
Total investment securities	7,639,543	7,690,108
Federal funds sold and securities purchased under agreements to resell	191,601	324,327
Interest-bearing due from banks	1,351,760	715,823
Cash and due from banks	392,723	422,117
Premises and equipment, net	275,942	289,007
Accrued income	98,863	99,045
Goodwill	180,867	180,867
Other intangibles, net	20,257	26,630
Other assets	438,658	425,205
Discontinued Assets		55,390
Total assets	21,771,583	20,682,532
Deposits:
Noninterest-bearing demand	6,839,171	6,654,584
Interest-bearing demand and savings	9,903,565	8,780,309
Time deposits under $250,000	547,990	613,589
Time deposits of $250,000 or more	732,274	522,132
Total deposits	18,023,000	16,570,614
Federal funds purchased and repurchase agreements	1,260,704	1,856,937
Long-term debt	79,281	76,772
Accrued expenses and taxes	191,464	172,967
Other liabilities	35,603	42,858
Total liabilities	19,590,052	18,720,148
SHAREHOLDERS’ EQUITY
Common stock, $1.00 par value; 80,000,000 shares authorized, 55,056,730 shares issued and 49,894,990 and 49,673,056 shares outstanding, respectively	55,057	55,057
Capital surplus	1,046,095	1,033,419
Retained earnings	1,338,110	1,142,887
Accumulated other comprehensive loss, net	(45,525)	(57,542)
Treasury stock, 5,161,740 and 5,383,674 shares, at cost, respectively	(212,206)	(211,437)
Total shareholders' equity	2,181,531	1,962,384
Total liabilities and shareholders' equity	$ 21,771,583	$ 20,682,532

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Statement Of Financial Position [Abstract]
Held to Maturity, Fair value	$ 1,207,447	$ 1,106,027
Common stock, par value	$ 1.00	$ 1.00
Common stock, shares authorized	80,000,000	80,000,000
Common stock, shares issued	55,056,730	55,056,730
Common stock, shares outstanding	49,894,990	49,673,056
Treasury stock, shares	5,161,740	5,383,674

XML

Consolidated Statements of Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
INTEREST INCOME
Loans	$ 461,301	$ 386,274	$ 308,325
Securities:
Taxable interest	73,125	73,560	75,327
Tax-exempt interest	73,419	57,516	43,598
Total securities income	146,544	131,076	118,925
Federal funds and resell agreements	3,700	2,708	697
Interest-bearing due from banks	3,871	2,341	2,356
Trading securities	1,496	632	378
Total interest income	616,912	523,031	430,681
INTEREST EXPENSE
Deposits	36,354	17,936	14,269
Federal funds and repurchase agreements	17,906	6,524	1,785
Other	3,739	3,248	2,560
Total interest expense	57,999	27,708	18,614
Net interest income	558,913	495,323	412,067
Provision for loan losses	41,000	32,500	15,500
Net interest income after provision for loan losses	517,913	462,823	396,567
NONINTEREST INCOME
Trust and securities processing	176,646	166,315	166,261
Trading and investment banking	23,183	21,422	20,218
Service charges on deposit accounts	87,680	86,662	86,460
Insurance fees and commissions	1,972	4,188	2,530
Brokerage fees	23,208	17,833	11,753
Bankcard fees	73,030	68,749	69,211
Gains on sales of securities available for sale, net	4,192	8,509	10,402
Equity (losses) earnings on alternative investments	(1,108)	2,695	(12,188)
Other	34,759	26,138	16,012
Total noninterest income	423,562	402,511	370,659
NONINTEREST EXPENSE
Salaries and employee benefits	413,830	390,059	367,606
Occupancy, net	44,462	44,255	43,274
Equipment	72,008	66,337	62,571
Supplies and services	17,173	18,535	17,988
Marketing and business development	21,469	21,208	21,996
Processing fees	42,331	36,005	36,149
Legal and consulting	23,406	20,801	26,186
Bankcard	19,471	20,757	20,288
Amortization of other intangible assets	7,326	8,695	8,171
Regulatory fees	15,527	14,178	12,125
Other	28,126	25,915	22,584
Total noninterest expense	705,129	666,745	638,938
Income before income taxes	236,346	198,589	128,288
Income tax expense	53,370	44,955	31,730
Income from continuing operations	182,976	153,634	96,558
Discontinued Operations
Income from discontinued operations before taxes	101,226	8,415	30,997
Income tax expense	37,097	3,248	11,482
Income from discontinued operations	64,129	5,167	19,515
NET INCOME	$ 247,105	$ 158,801	$ 116,073
Basic:
Income from continuing operations	$ 3.72	$ 3.15	$ 2.05
Income from discontinued operations	1.30	0.10	0.41
Net income – basic	5.02	3.25	2.46
Diluted:
Income from continuing operations	3.67	3.12	2.03
Income from discontinued operations	1.29	0.10	0.41
Net income - diluted	$ 4.96	$ 3.22	$ 2.44
Weighted average shares outstanding – basic	49,223,661	48,828,313	47,126,252
Weighted average shares outstanding – diluted	49,839,290	49,277,055	47,579,334

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Statement Of Income And Comprehensive Income [Abstract]
Net income	$ 247,105	$ 158,801	$ 116,073
Unrealized gains (losses) on securities:
Change in unrealized holding gains (losses), net	21,139	(77,794)	(13,393)
Less: Reclassifications adjustment for net gains included in net income	(4,192)	(8,509)	(10,402)
Change in unrealized gains (losses) on securities during the period	16,947	(86,303)	(23,795)
Change in unrealized losses on derivative hedges	(1,050)	(516)	(10)
Income tax (expense) benefit	(3,880)	32,995	9,081
Other comprehensive income (loss)	12,017	(53,824)	(14,724)
Comprehensive income	$ 259,122	$ 104,977	$ 101,349

XML

Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands		Total	Common Stock	Capital Surplus	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Treasury Stock
Beginning Balance at Dec. 31, 2014		$ 1,643,758	$ 55,057	$ 894,602	$ 963,911	$ 11,006	$ (280,818)
Total comprehensive income		101,349			116,073	(14,724)
Dividends		(45,994)			(45,994)
Purchase of treasury stock		(8,457)					(8,457)
Issuance of equity awards		459		(3,278)			3,737
Recognition of equity based compensation		10,292		10,292
Net tax benefit related to equity compensation plans		944		944
Sale of treasury stock		1,056		611			445
Exercise of stock options		10,550		4,083			6,467
Common stock issuance for acquisition		179,737		112,635			67,102
Ending Balance at Dec. 31, 2015		1,893,694	55,057	1,019,889	1,033,990	(3,718)	(211,524)
Total comprehensive income		104,977			158,801	(53,824)
Dividends		(49,048)			(49,048)
Purchase of treasury stock		(16,367)					(16,367)
Issuance of equity awards		429		(3,011)			3,440
Recognition of equity based compensation		11,306		11,306
Sale of treasury stock		1,096		480			616
Exercise of stock options		15,815		3,417			12,398
Cumulative effect adjustment	[1]	482		1,338	(856)
Ending Balance at Dec. 31, 2016		1,962,384	55,057	1,033,419	1,142,887	(57,542)	(211,437)
Total comprehensive income		259,122			247,105	12,017
Dividends		(51,882)			(51,882)
Purchase of treasury stock		(15,276)					(15,276)
Issuance of equity awards		472		(2,871)			3,343
Recognition of equity based compensation		12,844		12,844
Sale of treasury stock		1,120		608			512
Exercise of stock options		12,747		2,095			10,652
Ending Balance at Dec. 31, 2017		$ 2,181,531	$ 55,057	$ 1,046,095	$ 1,338,110	$ (45,525)	$ (212,206)

[1] Related to the adoption of Accounting Standards Update No. 2016-09. See Note 2, New Accounting Pronouncements, for further detail.

XML

Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) - $ / shares	3 Months Ended								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Statement Of Stockholders Equity [Abstract]
Dividends, per share	$ 0.275	$ 0.255	$ 0.255	$ 0.255	$ 0.255	$ 0.245	$ 0.245	$ 0.245	$ 1.04	$ 0.99	$ 0.95

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
OPERATING ACTIVITIES
Net income	$ 247,105	$ 158,801	$ 116,073
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses	41,000	32,500	15,500
Net accretion of premiums and discounts from acquisition	(1,906)	(2,303)	(2,727)
Depreciation and amortization	54,875	54,556	52,751
Deferred income tax expense (benefit)	59,738	2,756	(4,848)
Net (increase) decrease in trading securities and other earning assets	(10,805)	(12,420)	10,258
Gains on sales of securities available for sale, net	(4,192)	(8,509)	(10,402)
Gains on sales of assets	(103,346)	(762)	(98)
Amortization of securities premiums, net of discount accretion	48,101	54,467	57,301
Originations of loans held for sale	(65,163)	(92,438)	(96,324)
Gains on sales of loans held for sale, net	(1,561)	(1,774)	(1,331)
Proceeds from sales of loans held for sale	70,543	89,522	97,690
Equity based compensation	13,316	11,735	10,751
Net tax benefit related to equity compensation plans	3,612	1,073	944
Changes in:
Accrued income	(9,201)	(8,918)	(7,075)
Accrued expenses and taxes	(40,806)	14,112	(4,503)
Other assets and liabilities, net	25,216	4,042	(22,055)
Net cash provided by operating activities	326,526	296,440	211,905
INVESTING ACTIVITIES
Proceeds from maturities of securities held to maturity	87,595	48,539	59,775
Proceeds from sales of securities available for sale	578,517	951,264	946,045
Proceeds from maturities of securities available for sale	1,198,834	1,792,357	1,200,178
Purchases of securities held to maturity	(236,832)	(500,682)	(451,350)
Purchases of securities available for sale	(1,585,395)	(2,546,028)	(1,923,747)
Net increase in loans	(770,727)	(1,129,026)	(988,434)
Net decrease (increase) in fed funds sold and resell agreements	132,726	(150,700)	(45,190)
Net cash activity from acquisitions and divestitures	164,561		95,351
Net decrease in interest bearing balances due from other financial institutions	45,752	88,009	34,473
Purchases of premises and equipment	(36,447)	(50,841)	(53,760)
Proceeds from sales of premises and equipment	3,037	1,760	1,069
Purchases of bank-owned and company-owned life insurance	(62,800)	(7,095)	(204,647)
Proceeds from bank-owned life insurance death benefit	2,601
Net cash used in investing activities	(478,578)	(1,502,443)	(1,330,237)
FINANCING ACTIVITIES
Net increase in demand and savings deposits	1,307,843	1,598,026	894,667
Net increase (decrease) in time deposits	144,543	(119,315)	(352,622)
Net (decrease) increase in fed funds purchased and repurchase agreements	(596,233)	38,875	(207,070)
Net decrease in short-term debt		(5,000)	(112,133)
Proceeds from long-term debt	3,003	1,500	2,500
Repayment of long-term debt	(1,524)	(11,703)	(10,816)
Payment of contingent consideration on acquisitions		(3,031)	(21,494)
Cash dividends paid	(51,876)	(49,038)	(45,967)
Proceeds from exercise of stock options and sales of treasury shares	13,867	16,911	11,606
Purchases of treasury stock	(15,276)	(16,367)	(8,457)
Net cash (used in) provided by financing activities	804,347	1,450,858	150,214
Increase (decrease) in cash and cash equivalents	652,295	244,855	(968,118)
Cash and cash equivalents at beginning of year	1,063,967	819,112	1,787,230
Cash and cash equivalents at end of year	1,716,262	1,063,967	819,112
Supplemental disclosures:
Income taxes paid	45,749	44,076	47,086
Total interest paid	$ 56,820	$ 27,999	17,812
Transactions related to Marquette acquisition
Assets acquired			1,312,174
Liabilities assumed			$ 1,151,025

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

UMB Financial Corporation is a bank holding company, which offers a wide range of banking and other financial services to its customers through its branches and offices in the states of Missouri, Kansas, Colorado, Illinois, Oklahoma, Texas, Arizona, Nebraska, Pennsylvania, South Dakota, Indiana, Utah, Minnesota, California, and Wisconsin. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements.  These estimates and assumptions also impact reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Following is a summary of the more significant accounting policies to assist the reader in understanding the financial presentation.

Consolidation

The Company and its wholly owned subsidiaries are included in the Consolidated Financial Statements (references hereinafter to the “Company” in these Notes to Consolidated Financial Statements include wholly owned subsidiaries).  Intercompany accounts and transactions have been eliminated in consolidation.

Revenue Recognition

Interest on loans and securities is recognized based on rate times the principal amount outstanding.  This includes the impact of amortization of premiums and discounts.  Interest accrual is discontinued when, in the opinion of management, the likelihood of collection becomes doubtful.  Other noninterest income is recognized as services are performed or revenue-generating transactions are executed.

Cash and cash equivalents

Cash and cash equivalents include Cash and due from banks and amounts due from the FRB.  Cash on hand, cash items in the process of collection, and amounts due from correspondent banks are included in Cash and due from banks.  Amounts due from the FRB are interest-bearing for all periods presented and are included in the Interest-bearing due from banks line on the Company’s Consolidated Balance Sheets.

This table provides a summary of cash and cash equivalents as presented on the Consolidated Statements of Cash Flows as of December 31, 2017 and 2016 (in thousands):

	December 31,
	2017		2016
Due from the FRB	$	1,323,539	$	641,850
Cash and due from banks		392,723		422,117
Cash and cash equivalents at end of year	$	1,716,262	$	1,063,967

Also included in the Interest-bearing due from banks line, but not considered cash and cash equivalents are interest-bearing accounts held at other financial institutions, which totaled $28.2 million and $74.0 million at December 31, 2017 and 2016, respectively.

Loans and Loans Held for Sale

Loans are classified by the portfolio segments of commercial, real estate, consumer, and leases.  The portfolio segments are further disaggregated into the loan classes of commercial, asset-based, factoring, commercial credit card, real estate – construction, real estate – commercial, real estate – residential, real estate – HELOC, consumer – credit card, consumer – other, and leases.

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

A loan is accounted for as a troubled debt restructuring when a concession had been granted to a debtor experiencing financial difficulties.  The Company’s modifications generally include interest rate adjustments, and amortization and maturity date extensions.  These modifications allow the debtor short-term cash relief to allow them to improve their financial condition.  Restructured loans are individually evaluated for impairment as part of the allowance for loan loss analysis.

Loans, including those that are considered to be impaired and restructured, are evaluated regularly by management.  Loans are considered delinquent when payment has not been received within 30 days of its contractual due date.Loans are placed on non-accrual status when the collection of interest or principal is 90 days or more past due, unless the loan is adequately secured and in the process of collection.  When a loan is placed on non-accrual status, any interest previously accrued but not collected is reversed against current income. Loans may be returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.  Interest payments received on non-accrual loans are applied to principal unless the remaining principal balance has been determined to be fully collectible.  

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

The Company maintains a reserve, separate from the allowance for loan losses, to address the risk of loss associated with loan contingencies, which is included in the Accrued expenses and taxes line item in the Consolidated Balance Sheets.  In order to maintain the reserve for off-balance sheet items at an appropriate level, a provision to increase or reduce the reserve is included in the Company’s Consolidated Statements of Income.  The level of the reserve will be adjusted as needed to maintain the reserve at a specified level in relation to contingent loan risk.  The risk of loss arising from un-funded loan commitments has been assessed by dividing the contingencies into pools of similar loan commitments and by applying two factors to each pool.  The gross amount of contingent exposure is first multiplied by a potential use factor to estimate the degree to which the unused commitments might reasonably be expected to be used in a time of high usage.  The resultant figure is then multiplied by a factor to estimate the risk of loss assuming funding of these loans.  The potential loss estimates for each segment of the portfolio are added to arrive at a total potential loss estimate that is used to set the reserve.

Purchased loans are recorded at estimated fair value at the acquisition date with no carryover of the related allowance.  Purchased loans are segregated between those considered to be performing, non-purchased credit impaired loans (Non-PCI), and those with evidence of credit deterioration, purchased credit impaired loans (PCI).  Purchased loans are considered impaired if there is evidence of credit deterioration and if it is probable, at acquisition, that all contractually required payments will not be collected.

Loans held for sale are carried at the lower of aggregate cost or market value. Loan fees (net of certain direct loan origination costs) on loans held for sale are deferred until the related loans are sold or repaid. Gains or losses on loan sales are recognized at the time of sale and determined using the specific identification method.

Securities

Debt securities available for sale principally include U.S. Treasury and agency securities, Government Sponsored Entity (GSE) mortgage-backed securities, certain securities of state and political subdivisions, and corporates.  Securities classified as available for sale are measured at fair value.  Unrealized holding gains and losses are excluded from earnings and reported in Accumulated other comprehensive income (loss) (AOCI) until realized.  Realized gains and losses on sales are computed by the specific identification method at the time of disposition and are shown separately as a component of noninterest income.

Securities held to maturity are carried at amortized historical cost based on management’s intention, and the Company’s ability to hold them to maturity.  The Company classifies certain securities of state and political subdivisions as held to maturity.  

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

Equity-method investments

The Company accounts for certain other investments using equity-method accounting.  For non-marketable equity-method investments, the Company’s proportionate share of the income or loss is recognized on a one-quarter lag.  When transparency in pricing exists, other investments are considered marketable equity-method investments.  For marketable equity-method investments, the Company recognizes its proportionate share of income or loss as of the date of the Company’s Consolidated Financial Statements.  

Goodwill and Other Intangibles

Goodwill is tested for impairment annually and more frequently whenever events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value.  To test goodwill for impairment, the Company performs a qualitative assessment of each reporting unit.  If the Company determines, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not greater than the carrying amount, the quantitative impairment test is not required.  Otherwise, the Company compares the fair value of its reporting units to their carrying amounts to determine if an impairment exists and the amount of impairment loss.  An impairment loss is measured as the excess of the carrying value of a reporting unit’s goodwill over its fair value.  As a result of such impairment analysis, the Company has not recognized an impairment charge.  

No goodwill impairments were recognized in 2017, 2016, or 2015.  Other intangible assets are amortized over a period of up to 17 years and are evaluated for impairment when events or circumstances dictate.   No intangible asset impairments were recognized in 2017, 2016, or 2015.  The Company does not have any indefinite lived intangible assets.

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation, which is computed primarily on the straight line method.  Premises are depreciated over 15 to 40 year lives, while equipment is depreciated over lives of 3 to 20 years.  Gains and losses from the sale of Premises and equipment are included in Other noninterest income and Other noninterest expense, respectively.

Impairment of Long-Lived Assets

Long-lived assets, including Premises and equipment, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or group of assets may not be recoverable.  The impairment review includes a comparison of future cash flows expected to be generated by the asset or group of assets to their current carrying value.  If the carrying value of the asset or group of assets exceeds expected cash flows (undiscounted and without interest charges), an impairment loss is recognized to the extent the carrying value exceeds fair value.  No impairments were recognized in 2017, 2016, or 2015.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.  Under this method, deferred tax assets and liabilities are measured based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the periods in which the differences are expected to reverse.  The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.  The provision for deferred income taxes represents the change in the deferred income tax accounts during the year excluding the tax effect of the change in net unrealized gain (loss) on securities available for sale.

The Company records deferred tax assets to the extent these assets will more likely than not be realized. All available evidence is considered in making such determination, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is recorded for the portion of deferred tax assets that do not meet the more-likely-than-not threshold, and any changes to the valuation allowance are recorded in income tax expense.

The Company records the financial statement effects of an income tax position when it is more likely than not, based on the technical merits, that it will be sustained upon examination. A tax position that meets the more-likely-than-not recognition threshold is measured and recorded as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority. Previously recognized tax positions are derecognized in the first period in which it is no longer more likely than not that the tax position will be sustained. The benefit associated with previously unrecognized tax positions are generally recognized in the first period in which the more-likely-than-not threshold is met at the reporting date, the tax matter is ultimately settled through negotiation or litigation or when the related statute of limitations for the relevant taxing authority to examine and challenge the tax position has expired. The recognition, derecognition and measurement of tax positions are based on management’s best judgment given the facts, circumstance and information available at the balance sheet date.  

The Company recognizes accrued interest related to unrecognized tax benefits in interest expense and penalties in other noninterest expense.  Accrued interest and penalties are included within the related liability lines in the Consolidated Balance Sheets.  For the year ended December 31, 2017, the Company has recognized an immaterial amount in interest and penalties related to the unrecognized tax benefits.

Derivatives

The Company records all derivatives on the Consolidated Balance Sheets at fair value.  The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Currently, four of the Company’s derivatives are designated in qualifying hedging relationships.  However, the remainder of the Company’s derivatives are not designated in qualifying hedging relationships, as the derivatives are not used to manage risks within the Company’s assets or liabilities. All changes in fair value of the Company’s non-designated derivatives are recognized directly in earnings.  Changes in fair value of the Company’s fair value hedges are recognized directly in earnings. The effective portion of changes in fair value of the Company’s cash flow hedges are recognized in AOCI.  The ineffective portion of changes in fair value of the cash flow hedges is recognized directly in earnings.  

Per Share Data

Basic income per share is computed based on the weighted average number of shares of common stock outstanding during each period.  Diluted year-to-date income per share includes the dilutive effect of 615,629, 448,742, and 453,082 shares issuable upon the exercise of stock options and nonvested restricted shares granted by the Company that were outstanding at December 31, 2017, 2016, and 2015, respectively.

Options issued under employee benefit plans to purchase 149,413, 390,503, and 455,998 shares of common stock were outstanding at December 31, 2017, 2016, and 2015, respectively, but were not included in the computation of diluted earnings per share because the options were anti-dilutive.

Accounting for Stock-Based Compensation

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award on the date of the grant.  The grant date fair value is estimated using either an option-pricing model which is consistent with the terms of the award or an observed market price, if such a price exists.  Such cost is generally recognized over the vesting period during which an employee is required to provide service in exchange for the award and, in some cases, when performance metrics are met. The Company accounts for forfeitures of stock-based compensation on an actual basis as they occur.  

XML

NEW ACCOUNTING PRONOUNCEMENTS

12 Months Ended

Dec. 31, 2017

Accounting Changes And Error Corrections [Abstract]

NEW ACCOUNTING PRONOUNCEMENTS

2. NEW ACCOUNTING PRONOUNCEMENTS

Revenue Recognition In May 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-09, “Revenue from Contracts with Customers.”  The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of ASU No. 2014-09 to annual reporting periods that begin after December 15, 2017.  In March, April, and May 2016, the FASB issued implementation amendments to the May 2014 ASU (collectively, the amended guidance). The amended guidance affects any entity that enters into contracts with customers to transfer goods and services, unless those contracts are within the scope of other standards. The amended guidance specifically excludes interest income, as well as other revenues associated with financial assets and liabilities, including loans, leases, securities, and derivatives. The amended guidance permits the use of either the full retrospective approach or a modified retrospective approach. The Company plans to adopt the amended guidance using the modified retrospective approach on January 1, 2018. The Company has assessed its revenue streams and identified those contracts that are specifically excluded from the scope of the amended guidance and those that may be subject to the amended guidance. Subsequent to this initial scoping, the Company selected a representative sample of contracts from the in-scope revenue streams for review under the amended guidance (key contracts). Upon completion of the review of the key contracts, the Company grouped the remaining contracts based on the conclusions reached through the key contract review and evaluated specific contracts that could not be grouped.  Based on the evaluation of key contracts performed, the adoption of this accounting pronouncement is not expected to have a significant impact on the Company’s Consolidated Financial Statements.  The Company continues to evaluate the impact the amended guidance will have on its related disclosures.

Financial Instruments In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.”  The amendment is intended to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments in this update are effective for interim and annual periods beginning after December 15, 2017. The standard requires the use of the cumulative effect transition method as of the beginning of the year of adoption.  Except for certain provisions, early adoption is not permitted. The adoption of this accounting pronouncement is not expected to have a significant impact on the Company’s Consolidated Financial Statements.

Leases In February 2016, the FASB issued ASU No. 2016-02, “Leases.” The amendment changes the accounting treatment of leases, in that lessees will recognize most leases on-balance sheet. This will increase reported assets and liabilities, as lessees will be required to recognize a right-of-use asset along with a lease liability, measured on a discounted basis. Lessees are allowed to account for short-term leases (those with a term of twelve months or less) off-balance sheet. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The standard requires the use of the modified retrospective transition method.  Early adoption is permitted. The Company is currently evaluating the impact that this standard will have on its Consolidated Financial Statements.

Extinguishments of Liabilities In March 2016, the FASB issued ASU No. 2016-04, “Recognition of Breakage for Certain Prepaid Stored-Value Products.” The amendment is intended to reduce the diversity in practice related to the recognition of breakage.  Breakage refers to the portion of a prepaid stored-value product, such as a gift card, that goes unused wholly or partially for an indefinite period of time.  This amendment requires that breakage be accounted for consistent with the breakage guidance within ASU No. 2014-09, “Revenue from Contracts with Customers.” The amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The standard permits the use of either the modified retrospective or full retrospective transition method.  The Company will adopt ASU No. 2016-04 in conjunction with its adoption of ASU No. 2014-09. The adoption of this accounting pronouncement is not expected to have a significant impact on the Company’s Consolidated Financial Statements.

Equity-Based Compensation In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting.” The amendment is part of the FASB’s simplification initiative and is intended to simplify the accounting around share-based payment award transactions. The amendments include changing the recording of excess tax benefits from being recognized as a part of surplus capital to being charged directly to the income statement, changing the classification of excess tax benefits within the statement of cash flows, and allowing companies to account for forfeitures on an actual basis, as well as tax withholding changes. The amendment requires different transition methods for various components of the standard. The amendments in this update were effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption was permitted.

In September 2016, the Company early adopted ASU No. 2016-09 with an effective date of January 1, 2016. As part of the adoption of this standard, the Company made an accounting policy election to account for forfeitures on an actual basis and discontinue the use of an estimated forfeiture approach. Additionally, the Company selected the retrospective transition method for the reclassification of the “Net tax benefit related to equity compensation plans” from the financing section to the operating section of the Company’s Consolidated Statement of Cash Flows. Upon adoption, the Company recorded a cumulative effect adjustment to the Company’s Consolidated Balance Sheets of $482 thousand as an increase to the opening balance of total equity.

Credit Losses In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” This update replaces the current incurred loss methodology for recognizing credit losses with a current expected credit loss model, which requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This amendment broadens the information that an entity must consider in developing its expected credit loss estimates.  Additionally, the update amends the accounting for credit losses for available-for-sale debt securities and purchased financial assets with a more-than-insignificant amount of credit deterioration since origination.  This update requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of a company’s loan portfolio. The amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years.  Early adoption in fiscal years beginning after December 15, 2018 is permitted.  The amendment requires the use of the modified retrospective approach for adoption. The Company is currently evaluating the impact that this standard will have on its Consolidated Financial Statements.

Statement of Cash Flows In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Receipts and Cash Payments.”  This amendment adds to and clarifies existing guidance regarding the classification of certain cash receipts and payments in the statement of cash flows with the intent of reducing diversity in practice with respect to eight types of cash flows.  The amendments in this update require full retrospective adoption and are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.  The adoption of this standard is not expected to have a significant impact on the Company’s Consolidated Statement of Cash Flows.

Goodwill and Other Intangibles In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment.” The amendment eliminates Step 2 from the goodwill impairment test. The amendment also eliminates the requirement for any reporting unit with a zero or negative carrying amount to perform a qualitative test and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The amendments in this update were adopted on October 1, 2017. The adoption of this accounting pronouncement had no impact on the Company’s Consolidated Financial Statements.

Derivatives and Hedging In August 2017, the FASB issued ASU 2017-12, “Targeted Improvements to Accounting for Hedging Activities.” The purpose of this updated guidance is to better align financial reporting for hedging activities with the economic objectives of those activities. The amendments in this update are effective for fiscal years beginning after December 15, 2018, with early adoption, including adoption in an interim period, permitted.  The standard requires the modified retrospective transition approach as of the date of adoption.  The Company plans to early adopt ASU 2017-12 as of January 1, 2018.  While the Company continues to assess all potential impacts of the standard, we currently expect adoption to have an immaterial impact on the Consolidated Financial Statements.

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES

12 Months Ended

Dec. 31, 2017

Receivables [Abstract]

LOANS AND ALLOWANCE FOR LOAN LOSSES

3. LOANS AND ALLOWANCE FOR LOAN LOSSES

Loan Origination/Risk Management

The Company has certain lending policies and procedures in place that are designed to minimize the level of risk within the loan portfolio.  Diversification of the loan portfolio manages the risk associated with fluctuations in economic conditions.  Authority levels are established for the extension of credit to ensure consistency throughout the Company.  It is necessary that policies, processes and practices implemented to control the risks of individual credit transactions and portfolio segments are sound and adhered to.  The Company maintains an independent loan review department that reviews and validates the credit risk program on a continual basis.  Management regularly evaluates the results of the loan reviews.  The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Company’s policies and procedures.

Commercial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and prudently expand its business.  Commercial loans are made based on the identified cash flows of the borrower and on the underlying collateral provided by the borrower.  The cash flows of the borrower, however, may not be as expected and the collateral securing these loans may fluctuate in value.  Most commercial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee.  In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts from its customers.  Commercial credit cards are generally unsecured and are underwritten with criteria similar to commercial loans including an analysis of the borrower’s cash flow, available business capital, and overall credit-worthiness of the borrower.  

Asset-based loans are offered primarily in the form of revolving lines of credit to commercial borrowers that do not generally qualify for traditional bank financing.  Asset-based loans are underwritten based primarily upon the value of the collateral pledged to secure the loan, rather than on the borrower’s general financial condition as traditionally reflected by cash flow, balance sheet strength, operating results, and credit bureau ratings.  The Company utilizes pre-loan due diligence techniques, monitoring disciplines, and loan management practices common within the asset-based lending industry to underwrite and manage loans with these borrowers.  

Factoring loans provide working capital through the purchase and/or financing of accounts receivable to borrowers in the transportation industry and to commercial borrowers that do not generally qualify for traditional bank financing.  

Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans, in addition to those of real estate loans.  These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate.  Commercial real estate lending typically involves higher loan principal amounts, and the repayment of these loans is largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan.  The Company requires an appraisal of the collateral be made at origination and on an as-needed basis, in conformity with current market conditions and regulatory requirements.  The underwriting standards address both owner and non-owner occupied real estate.

Construction loans are underwritten using feasibility studies, independent appraisal reviews, sensitivity analysis or absorption and lease rates and financial analysis of the developers and property owners.  Construction loans are based upon estimates of costs and value associated with the complete project.  Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project.  Sources of repayment for these types of loans may be pre-committed permanent loans, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained.  These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their repayment being sensitive to interest rate changes, governmental regulation of real property, economic conditions, and the availability of long-term financing.  

Underwriting standards for residential real estate and home equity loans are based on the borrower’s loan-to-value percentage, collection remedies, and overall credit history.  

Consumer loans are underwritten based on the borrower’s repayment ability.  The Company monitors delinquencies on all of its consumer loans and leases and periodically reviews the distribution of FICO scores relative to historical periods to monitor credit risk on its credit card loans.  The underwriting and review practices combined with the relatively small loan amounts that are spread across many individual borrowers, minimizes risk.  Consumer loans and leases that are 90 days past due or more are considered non-performing.

Credit risk is a potential loss resulting from nonpayment of either the primary or secondary exposure.  Credit risk is mitigated with formal risk management practices and a thorough initial credit-granting process including consistent underwriting standards and approval process.  Control factors or techniques to minimize credit risk include knowing the client, understanding total exposure, analyzing the client and debtor’s financial capacity, and monitoring the client’s activities.  Credit risk and portions of the portfolio risk are managed through concentration considerations, average risk ratings, and other aggregate characteristics.  

Loan Aging Analysis

This table provides a summary of loan classes and an aging of past due loans at December 31, 2017 and 2016 (in thousands):

	December 31, 2017
	30-89 Days Past Due and Accruing		Greater than 90 Days Past Due and Accruing		Non- Accrual Loans		Total Past Due		Current		Total Loans
Commercial:
Commercial	$	11,216	$	672	$	38,644	$	50,532	$	4,502,508	$	4,553,040
Asset-based		—		—		—		—		336,614		336,614
Factoring		—		—		—		—		221,672		221,672
Commercial – credit card		387		79		—		466		171,825		172,291
Real estate:
Real estate – construction		6,666		243		93		7,002		710,847		717,849
Real estate – commercial		832		—		16,115		16,947		3,546,683		3,563,630
Real estate – residential		791		—		929		1,720		636,871		638,591
Real estate – HELOC		1,254		—		3,013		4,267		644,112		648,379
Consumer:
Consumer – credit card		2,155		2,057		312		4,524		248,173		252,697
Consumer – other		835		40		36		911		150,872		151,783
Leases		—		—		—		—		23,967		23,967
Total loans	$	24,136	$	3,091	$	59,142	$	86,369	$	11,194,144	$	11,280,513

	December 31, 2016
	30-89 Days Past Due and Accruing		Greater than 90 Days Past Due and Accruing		Non- Accrual Loans		Total Past Due		PCI Loans		Current		Total Loans
Commercial:
Commercial	$	3,285	$	49	$	35,777	$	39,111	$	—	$	4,371,695	$	4,410,806
Asset-based		—		—		—		—		—		225,878		225,878
Factoring		—		—		—		—		—		139,902		139,902
Commercial – credit card		612		10		8		630		—		146,105		146,735
Real estate:
Real estate – construction		3		—		181		184		—		741,620		741,804
Real estate – commercial		1,303		1,004		16,423		18,730				3,147,192		3,165,922
Real estate – residential		1,034		6		1,344		2,384		—		545,966		548,350
Real estate – HELOC		588		—		4,736		5,324		—		706,470		711,794
Consumer:
Consumer – credit card		2,228		2,115		475		4,818		—		265,280		270,098
Consumer – other		1,061		181		11,315		12,557		800		126,205		139,562
Leases		—		—		—		—		—		39,532		39,532
Total loans	$	10,114	$	3,365	$	70,259	$	83,738	$	800	$	10,455,845	$	10,540,383

Loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement remains unpaid after the due date of the scheduled payment.  Non-accrual loans include troubled debt restructurings on non-accrual status.  Loan delinquency for all loans is shown in the tables above at December 31, 2017 and December 31, 2016, respectively.

The Company had total PCI loans from its acquisition of Marquette of $800 thousand as of December 31, 2016. The PCI loans are accounted for in accordance with ASC Topic 310-30, Loans and Debt Securities Purchased with Deteriorated Credit Quality. All of the PCI loans were considered to be performing based on payment activity as of December 31, 2016. Of this amount, $713 thousand were current with their payment terms and $87 thousand were between 30-89 days past due.

The Company sold residential real estate loans with proceeds of $70.5 million, $89.5 million, and $97.7 million in the secondary market without recourse during the periods ended December 31, 2017, 2016, and 2015, respectively.

The Company has ceased the recognition of interest on loans with a carrying value of $59.1 million and $70.3 million at December 31, 2017 and 2016, respectively.  Restructured loans totaled $41.0 million and $52.5 million at December 31, 2017 and 2016, respectively.  Loans 90 days past due and still accruing interest amounted to $3.1 million and $3.4 million at December 31, 2017 and 2016, respectively. There was an immaterial amount of interest recognized on impaired loans during 2017, 2016, and 2015.

Credit Quality Indicators

As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to the risk grading of specified classes of loans, net charge-offs, non-performing loans, and general economic conditions.

The Company utilizes a risk grading matrix to assign a rating to each of its commercial, commercial real estate, and construction real estate loans. The loan rankings are summarized into the following categories:  Non-watch list, Watch, Special Mention, and Substandard.  Any loan not classified in one of the categories described below is considered to be a Non-watch list loan.  A description of the general characteristics of the loan ranking categories is as follows:

• Watch – This rating represents credit exposure that presents higher than average risk and warrants greater than routine attention by Company personnel due to conditions affecting the borrower, the Borrower’s industry or the economic environment.  These conditions have resulted in some degree of uncertainty that results in higher than average credit risk.

• Special Mention – This rating reflects a potential weakness that deserves management’s close attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or the institution’s credit position at some future date.  The rating is not adversely classified and does not expose an institution to sufficient risk to warrant adverse classification.

• Substandard – This rating represents an asset inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any.  Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.  Loans in this category are characterized by the distinct possibility that the bank will sustain some loss if the deficiencies are not corrected.  Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual assets classified substandard.   This category may include loans where the collection of full principal is doubtful or remote.

All other classes of loans are generally evaluated and monitored based on payment activity.  Non-performing loans include restructured loans on non-accrual and all other non-accrual loans.

This table provides an analysis of the credit risk profile of each loan class excluded from ASC 310-30, Loans and Debt Securities Purchased with Deteriorated Credit Quality, at December 31, 2017 and December 31, 2016 (in thousands):

Credit Exposure

Credit Risk Profile by Risk Rating

Originated and Non-PCI Loans

	Commercial				Asset-based				Factoring
	December 31, 2017		December 31, 2016		December 31, 2017		December 31, 2016		December 31, 2017		December 31, 2016
Non-watch list	$	4,048,238	$	4,043,704	$	306,899	$	198,695	$	220,795	$	139,358
Watch		162,788		99,815		—		—		—		—
Special Mention		106,638		32,240		29,715		24,809		47		129
Substandard		235,376		235,047		—		2,374		830		415
Total	$	4,553,040	$	4,410,806	$	336,614	$	225,878	$	221,672	$	139,902

	Real estate – construction				Real estate – commercial
	December 31, 2017		December 31, 2016		December 31, 2017		December 31, 2016
Non-watch list	$	716,830	$	741,022	$	3,434,982	$	3,071,804
Watch		631		149		50,715		43,015
Special Mention		—		—		35,940		5,140
Substandard		388		633		41,993		45,963
Total	$	717,849	$	741,804	$	3,563,630	$	3,165,922

Credit Exposure

Credit Risk Profile Based on Payment Activity

Originated and Non-PCI Loans

	Commercial – credit card				Real estate – residential				Real estate – HELOC
	December 31, 2017		December 31, 2016		December 31, 2017		December 31, 2016		December 31, 2017		December 31, 2016
Performing	$	172,291	$	146,727	$	637,662	$	547,006	$	645,366	$	707,058
Non-performing		—		8		929		1,344		3,013		4,736
Total	$	172,291	$	146,735	$	638,591	$	548,350	$	648,379	$	711,794

	Consumer – credit card				Consumer – other				Leases
	December 31, 2017		December 31, 2016		December 31, 2017		December 31, 2016		December 31, 2017		December 31, 2016
Performing	$	252,385	$	269,623	$	151,747	$	127,447	$	23,967	$	39,532
Non-performing		312		475		36		11,315		—		—
Total	$	252,697	$	270,098	$	151,783	$	138,762	$	23,967	$	39,532

Allowance for Loan Losses

The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s judgment of inherent probable losses within the Company’s loan portfolio as of the balance sheet date. The allowance is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. Accordingly, the methodology is based on historical loss trends. The Company’s process for determining the appropriate level of the allowance for loan losses is designed to account for credit deterioration as it occurs. The provision for probable loan losses reflects loan quality trends, including the levels of and trends related to non-accrual loans, past due loans, potential problem loans, criticized loans and net charge-offs or recoveries, among other factors.

The level of the allowance reflects management’s continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio. Portions of the allowance may be allocated for specific loans; however, the entire allowance is available for any loan that, in management’s judgment, should be charged off. While management utilizes its best judgment and information available, the adequacy of the allowance is dependent upon a variety of factors beyond the Company’s control, including, among other things, the performance of the Company’s loan portfolio, the economy, changes in interest rates and changes in the regulatory environment.

The Company’s allowance for loan losses consists of specific valuation allowances and general valuation allowances based on historical loan loss experience for similar loans with similar characteristics and trends, general economic conditions and other qualitative risk factors both internal and external to the Company.

The allowances established for probable losses on specific loans are based on a regular analysis and evaluation of impaired loans.  Loans are classified based on an internal risk grading process that evaluates the obligor’s ability to repay, the underlying collateral, if any, and the economic environment and industry in which the borrower operates. When a loan is considered impaired, the loan is analyzed to determine the need, if any, to specifically allocate a portion of the allowance for loan losses to the loan. Specific valuation allowances are determined by analyzing the borrower’s ability to repay amounts owed, collateral deficiencies, the relative risk ranking of the loan and economic conditions affecting the borrower’s industry.

General valuation allowances are calculated based on the historical loss experience of specific types of loans including an evaluation of the time span and volume of the actual charge-off. The Company calculates historical loss ratios for pools of similar loans with similar characteristics based on the proportion of actual charge-offs experienced to the total population of loans in the pool. The historical loss ratios are updated based on actual charge-off experience. A valuation allowance is established for each pool of similar loans based upon the product of the historical loss ratio, time span to charge-off, and the total dollar amount of the loans in the pool. The Company’s pools of similar loans include similarly risk-graded groups of commercial loans, commercial real estate loans, commercial credit card, home equity loans, consumer real estate loans and consumer and other loans. The Company also considers a loan migration analysis for criticized loans.  This analysis includes an assessment of the probability that a loan will move to a loss position based on its risk rating.  The consumer credit card pool is evaluated based on delinquencies and credit scores.  In addition, a portion of the allowance is determined by a review of qualitative factors by management.  

Generally, the unsecured portion of a commercial or commercial real estate loan is charged-off when, after analyzing the borrower’s financial condition, it is determined that the borrower is incapable of servicing the debt,  little or no prospect for near term improvement exists, and no realistic and significant strengthening action is pending.  For collateral dependent commercial or commercial real estate loans, an analysis is completed regarding the Company’s collateral position to determine if the amounts due from the borrower are in excess of the calculated current fair value of the collateral.  Specific allocations of the allowance for loan losses are made for any collateral deficiency.  If a collateral deficiency is ultimately deemed to be uncollectible, the amount is charged-off.  Revolving commercial loans (such as commercial credit cards) which are past due 90 cumulative days are classified as a loss and charged off.

Generally, a consumer loan, or a portion thereof, is charged-off in accordance with regulatory guidelines which provide that such loans be charged-off when the Company becomes aware of the loss, such as from a triggering event that may include but is not limited to new information about a borrower’s intent and ability to repay the loan, bankruptcy, fraud, or death.  However, the charge-off timeframe should not exceed the specified delinquency time frames, which state that closed-end retail loans (such as real estate mortgages, home equity loans and consumer installment loans) that become past due 120 cumulative days and open-end retail loans (such as home equity lines of credit and consumer credit cards) that become past due 180 cumulative days are classified as a loss and charged-off.

ALLOWANCE FOR LOAN LOSSES AND RECORDED INVESTMENT IN LOANS

This table provides a rollforward of the allowance for loan losses by portfolio segment for the year ended December 31, 2017 (in thousands):

	Year Ended December 31, 2017
	Commercial			Real estate			Consumer			Leases			Total
Allowance for loan losses:
Beginning balance	$	71,657		$	10,569		$	9,311		$	112		$	91,649
Charge-offs		(27,985	)		(992	)		(9,629	)		—			(38,606	)
Recoveries		3,522			966			2,073			—			6,561
Provision		33,962			(1,231	)		8,328			(59	)		41,000
Ending Balance	$	81,156		$	9,312		$	10,083		$	53		$	100,604
Ending Balance: individually evaluated for    impairment	$	6,605		$	78		$	—		$	—		$	6,683
Ending Balance: collectively evaluated for    impairment		74,551			9,234			10,083			53			93,921
Loans:
Ending Balance: loans	$	5,283,617		$	5,568,449		$	404,480		$	23,967		$	11,280,513
Ending Balance: individually evaluated for    impairment		61,820			12,956			—			—			74,776
Ending Balance: collectively evaluated for    impairment		5,221,797			5,555,493			404,480			23,967			11,205,737

This table provides a rollforward of the allowance for loan losses by portfolio segment for the year ended December 31, 2016 (in thousands):

	Year Ended December 31, 2016
	Commercial			Real estate			Consumer			Leases			Total
Allowance for loan losses:
Beginning balance	$	63,847		$	8,220		$	8,949		$	127		$	81,143
Charge-offs		(12,788	)		(6,756	)		(9,279	)		—			(28,823	)
Recoveries		3,596			985			2,248			—			6,829
Provision		17,002			8,120			7,393			(15	)		32,500
Ending Balance	$	71,657		$	10,569		$	9,311		$	112		$	91,649
Ending Balance: individually evaluated for    impairment	$	7,866		$	68		$	—		$	—		$	7,934
Ending Balance: collectively evaluated for    impairment		63,791			10,501			9,311			112			83,715
Ending Balance: PCI Loans		—			—			—			—			—
Loans:
Ending Balance: loans	$	4,923,321		$	5,167,870		$	409,660		$	39,532		$	10,540,383
Ending Balance: individually evaluated for    impairment		74,351			13,314			—			—			87,665
Ending Balance: collectively evaluated for    impairment		4,848,970			5,154,556			408,860			39,532			10,451,918
Ending Balance: PCI Loans		—			—			800			—			800

This table provides a rollforward of the allowance for loan losses by portfolio segment for the year ended December 31, 2015 (in thousands):

	Year Ended December 31, 2015
	Commercial			Real estate			Consumer			Leases			Total
Allowance for loan losses:
Beginning balance	$	55,349		$	10,725		$	9,921		$	145		$	76,140
Charge-offs		(5,239	)		(214	)		(9,658	)		—			(15,111	)
Recoveries		1,824			321			2,469			—			4,614
Provision		11,913			(2,612	)		6,217			(18	)		15,500
Ending Balance	$	63,847		$	8,220		$	8,949		$	127		$	81,143
Ending Balance: individually evaluated for    impairment	$	5,668		$	196		$	—		$	—		$	5,864
Ending Balance: collectively evaluated for    impairment		58,179			8,024			8,949			127			75,279
Ending Balance: PCI Loans		—			—			—			—			—
Loans:
Ending Balance: loans	$	4,641,027		$	4,301,530		$	446,347		$	41,857		$	9,430,761
Ending Balance: individually evaluated for    impairment		68,004			7,747			2,574			—			78,325
Ending Balance: collectively evaluated for    impairment		4,573,023			4,292,728			441,772			41,857			9,349,380
Ending Balance: PCI Loans		—			1,055			2,001			—			3,056

Impaired Loans

This table provides an analysis of impaired loans by class for the year ended December 31, 2017 (in thousands):

	As of December 31,  2017
	Unpaid Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
Commercial:
Commercial	$	84,749	$	44,525	$	16,465	$	60,990	$	6,299	$	65,385
Asset-based		—		—		—		—		—		—
Factoring		830		—		830		830		306		207
Commercial – credit card		—		—		—		—		—		—
Real estate:
Real estate – construction		108		93		—		93		—		148
Real estate – commercial		16,284		7,968		4,477		12,445		3		10,506
Real estate – residential		427		321		97		418		75		221
Real estate – HELOC		—		—		—		—		—		—
Consumer:
Consumer – credit card		—		—		—		—		—		—
Consumer – other		—		—		—		—		—		8
Leases		—		—		—		—		—		—
Total	$	102,398	$	52,907	$	21,869	$	74,776	$	6,683	$	76,475

This table provides an analysis of impaired loans by class for the year ended December 31, 2016 (in thousands):

	As of December 31,  2016
	Unpaid Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
Commercial:
Commercial	$	80,405	$	43,260	$	31,091	$	74,351	$	7,866	$	69,776
Asset-based		—		—		—		—		—		—
Factoring		—		—		—		—		—		—
Commercial – credit card		—		—		—		—		—		—
Real estate:
Real estate – construction		510		181		113		294		68		405
Real estate – commercial		18,107		12,303		487		12,790		—		8,956
Real estate – residential		231		230		—		230		—		520
Real estate – HELOC		—		—		—		—		—		79
Consumer:
Consumer – credit card		—		—		—		—		—		—
Consumer – other		—		—		—		—		—		1,981
Leases		—		—		—		—		—		—
Total	$	99,253	$	55,974	$	31,691	$	87,665	$	7,934	$	81,717

This table provides an analysis of impaired loans by class for the year ended December 31, 2015 (in thousands):

	As of December 31,  2015
	Unpaid Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
Commercial:
Commercial	$	72,739	$	40,648	$	27,356	$	68,004	$	5,668	$	41,394
Asset-based		—		—		—		—		—		—
Factoring		—		—		—		—		—		—
Commercial – credit card		—		—		—		—		—		—
Real estate:
Real estate – construction		782		331		118		449		42		802
Real estate – commercial		7,117		4,891		1,275		6,166		154		7,768
Real estate – residential		1,054		939		—		939		—		1,433
Real estate – HELOC		214		193		—		193		—		162
Consumer:
Consumer – credit card		—		—		—		—		—		—
Consumer – other		2,574		2,574		—		2,574		—		1,795
Leases		—		—		—		—		—		—
Total	$	84,480	$	49,576	$	28,749	$	78,325	$	5,864	$	53,354

Troubled Debt Restructurings

A loan modification is considered a troubled debt restructuring (TDR) when a concession had been granted to a debtor experiencing financial difficulties.  The Company’s modifications generally include interest rate adjustments, principal reductions, and amortization and maturity date extensions.  These modifications allow the debtor short-term cash relief to allow them to improve their financial condition.  The Company’s restructured loans are individually evaluated for impairment and evaluated as part of the allowance for loan loss as described above in the Allowance for Loan Losses section of this note.   

The Company had $3.1 million and $0.8 million in commitments to lend to borrowers with loan modifications classified as TDRs as of December 31, 2017 and December 31, 2016, respectively. The Company monitors loan payments on an on-going basis to determine if a loan is considered to have a payment default.  Determination of payment default involves analyzing the economic conditions that exist for each customer and their ability to generate positive cash flows during the loan term.  During the year ended December 31, 2017, there were no TDRs with payment defaults. There was an immaterial amount of interest recognized on loans classified as TDRs during 2017 and 2016.

For the year ended December 31, 2017, the Company had one residential real estate TDR with a pre-modification loan balance of $97 thousand and a post-modification loan balance of $98 thousand, and one commercial TDR with a pre- and post-modification loan balance of $7.2 million. For the year ended December 31, 2016, the Company had three commercial TDRs with pre- and post-modification balances totaling $24.8 million.

XML

SECURITIES

12 Months Ended

Dec. 31, 2017

Investments Debt And Equity Securities [Abstract]

SECURITIES

4. SECURITIES

Securities Available for Sale

This table provides detailed information about securities available for sale at December 31, 2017 and 2016 (in thousands):

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
2017	Cost		Gains		Losses			Value
U.S. Treasury	$	40,092	$	—	$	(1,449	)	$	38,643
U.S. Agencies		14,762		—		(10	)		14,752
Mortgage-backed		3,719,369		1,914		(72,040	)		3,649,243
State and political subdivisions		2,546,517		11,965		(15,809	)		2,542,673
Corporates		13,278		—		(12	)		13,266
Total	$	6,334,018	$	13,879	$	(89,320	)	$	6,258,577

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
2016	Cost		Gains		Losses			Value
U.S. Treasury	$	95,315	$	37	$	(1,526	)	$	93,826
U.S. Agencies		198,158		67		(48	)		198,177
Mortgage-backed		3,773,090		7,069		(68,460	)		3,711,699
State and political subdivisions		2,425,155		7,391		(36,789	)		2,395,757
Corporates		66,997		5		(127	)		66,875
Total	$	6,558,715	$	14,569	$	(106,950	)	$	6,466,334

The following table presents contractual maturity information for securities available for sale at December 31, 2017 (in thousands):

	Amortized		Fair
	Cost		Value
Due in 1 year or less	$	288,991	$	288,776
Due after 1 year through 5 years		1,128,445		1,126,389
Due after 5 years through 10 years		834,047		832,221
Due after 10 years		363,166		361,948
Total		2,614,649		2,609,334
Mortgage-backed securities		3,719,369		3,649,243
Total securities available for sale	$	6,334,018	$	6,258,577

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

Proceeds from the sales of securities available for sale were $578.5 million, $951.3 million, and $946.0 million for 2017, 2016, and 2015, respectively.  Securities transactions resulted in gross realized gains of $4.2 million for 2017, $8.5 million for 2016, and $10.5 million for 2015.  The gross realized losses were $10 thousand for 2017, $1 thousand for 2016, and $100 thousand for 2015.

Securities available for sale with a fair value of $5.7 billion at both December 31, 2017 and December 31, 2016, were pledged to secure U.S. Government deposits, other public deposits, certain trust deposits, derivative transactions, and repurchase agreements.  Of this amount, securities with a fair value of $1.8 billion at both December 31, 2017 and December 31, 2016 were pledged at the Federal Reserve Discount Window but were unencumbered as of those dates.

The following table shows the Company’s available for sale investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2017 and 2016 (in thousands).

	Less than 12 months					12 months or more					Total
2017	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Description of Securities
U.S. Treasury	$	9,851	$	(64	)	$	28,792	$	(1,385	)	$	38,643	$	(1,449	)
U.S. Agencies		14,553		(10	)		—		—			14,553		(10	)
Mortgage-backed		1,990,006		(19,980	)		1,562,333		(52,060	)		3,552,339		(72,040	)
State and political subdivisions		1,076,930		(7,325	)		376,560		(8,484	)		1,453,490		(15,809	)
Corporates		13,266		(12	)		—		—			13,266		(12	)
Total temporarily-impaired debt securities    available for sale	$	3,104,606	$	(27,391	)	$	1,967,685	$	(61,929	)	$	5,072,291	$	(89,320	)

	Less than 12 months					12 months or more					Total
2016	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Description of Securities
U.S. Treasury	$	48,678	$	(1,526	)	$	—	$	—		$	48,678	$	(1,526	)
U.S. Agencies		103,979		(34	)		9,989		(14	)		113,968		(48	)
Mortgage-backed		2,735,868		(55,035	)		269,637		(13,425	)		3,005,505		(68,460	)
State and political subdivisions		1,748,922		(36,639	)		8,565		(150	)		1,757,487		(36,789	)
Corporates		41,966		(90	)		17,982		(37	)		59,948		(127	)
Total temporarily-impaired debt securities    available for sale	$	4,679,413	$	(93,324	)	$	306,173	$	(13,626	)	$	4,985,586	$	(106,950	)

The unrealized losses in the Company’s investments in U.S. treasury obligations, U.S. government agencies, GSE mortgage-backed securities, municipal securities, and corporates were caused by changes in the interest rate environment.  The Company does not have the intent to sell these securities and does not believe it is more likely than not that the Company will be required to sell these securities before a recovery of amortized cost.  The Company expects to recover its cost basis in the securities and does not consider these investments to be other-than-temporarily impaired at December 31, 2017.

Securities Held to Maturity

The following table shows the Company’s held to maturity investments’ amortized cost, fair value, and gross unrealized gains and losses at December 31, 2017 and net unrealized gains, aggregated by maturity category, at December 31, 2016, respectively (in thousands).

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
2017	Cost		Gains		Losses			Value
State and political subdivisions:
Due in 1 year or less	$	2,275	$	3	$	(24	)	$	2,254
Due after 1 year through 5 years		100,648		3,111		(2,834	)		100,925
Due after 5 years through 10 years		372,234		5,006		(14,117	)		363,123
Due after 10 years		785,857		6,952		(51,664	)		741,145
Total state and political subdivisions	$	1,261,014	$	15,072	$	(68,639	)	$	1,207,447

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
2016	Cost		Gains		Losses			Value
State and political subdivisions:
Due in 1 year or less	$	6,077	$	5	$	(947	)	$	5,135
Due after 1 year through 5 years		82,650		2,376		(1,474	)		83,552
Due after 5 years through 10 years		341,741		8,854		(3,021	)		347,574
Due after 10 years		685,464		15,717		(31,415	)		669,766
Total state and political subdivisions	$	1,115,932	$	26,952	$	(36,857	)	$	1,106,027

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

There were no sales of securities held to maturity during 2017, 2016, or 2015.

The unrealized losses in the Company’s held to maturity portfolio were caused by changes in the interest rate environment.  The underlying bonds are subject to a risk-ranking process similar to the Company’s loan portfolio and evaluated for impairment if deemed necessary.  The Company does not have the intent to sell these securities and does not believe it is more likely than not that the Company will be required to sell these securities before a recovery of amortized cost.  The Company expects to recover its cost basis in the securities and does not consider these investments to be other-than-temporarily impaired as of December 31, 2017.

Trading Securities

The net unrealized gains on trading securities at December 31, 2017, 2016, and 2015 were $188 thousand, $233 thousand, and $8 thousand, respectively.  Net unrealized gains/losses are included in trading and investment banking income on the Consolidated Statements of Income.

Other Securities

The table below provides detailed information for Federal Reserve Bank stock and Federal Home Loan Bank stock and other securities at December 31, 2017 and 2016 (in thousands):

			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
2017	Cost		Gains		Losses		Value
FRB and FHLB stock	$	33,262	$	—	$	—	$	33,262
Other securities – marketable		3		4,637		—		4,640
Other securities – non-marketable		26,606		1,389		—		27,995
Total Federal Reserve Bank stock and other	$	59,871	$	6,026	$	—	$	65,897
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
2016	Cost		Gains		Losses		Value
FRB and FHLB stock	$	33,262	$	—	$	—	$	33,262
Other securities – marketable		4		9,948		—		9,952
Other securities – non-marketable		24,272		820		—		25,092
Total Federal Reserve Bank stock and other	$	57,538	$	10,768	$	—	$	68,306

Investment in FRB stock is based on the capital structure of the investing bank, and investment in FHLB stock is mainly tied to the level of borrowings from the FHLB. These holdings are carried at cost.  Other marketable and non-marketable securities include PCM alternative investments in hedge funds and private equity funds, which are accounted for as equity-method investments.  The fair value of other marketable securities includes alternative investment securities of $4.6 million at December 31, 2017 and $10.0 million at December 31, 2016.  The fair value of other non-marketable securities includes alternative investment securities of $3.4 million at December 31, 2017 and $2.0 million at December 31, 2016.  Unrealized gains or losses on alternative investments are recognized in the Equity (losses) earnings on alternative investments line of the Company’s Consolidated Statements of Income.  

XML

SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL

12 Months Ended

Dec. 31, 2017

Banking And Thrift [Abstract]

SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL

5. SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL

The Company regularly enters into agreements for the purchase of securities with simultaneous agreements to resell (resell agreements).  The agreements permit the Company to sell or repledge these securities.  Resell agreements were $186.5 million and $323.4 million at December 31, 2017 and 2016, respectively.  The Company obtains possession of collateral with a market value equal to or in excess of the principal amount loaned under resell agreements.

XML

LOANS TO OFFICERS AND DIRECTORS

12 Months Ended

Dec. 31, 2017

Related Party Transactions [Abstract]

LOANS TO OFFICERS AND DIRECTORS

6. LOANS TO OFFICERS AND DIRECTORS

Certain executive officers and directors of the Company and the Bank, including companies in which those persons are principal holders of equity securities or are general partners, borrow in the normal course of business from the Bank.  All such loans have been made on substantially the same terms, including interest rates and collateral, as those prevailing at the same time for comparable transactions with unrelated parties.  In addition, all such loans are current as to repayment terms.  In 2016, the composition of the Bank board of directors changed, with membership of the Bank board mirroring membership of the Company’s board. This change resulted in a significant reduction of the number of loans to officers and directors, totaling $501.4 million for the year-ended December 31, 2016. During the year ended December 31, 2017, changes in the composition of the Bank board of directors resulted in a reduction of $101.0 million in the reportable loans to officers and directors.

For the years 2017 and 2016, an analysis of activity with respect to such aggregate loans to related parties appears below (in thousands):

	Year Ended December 31,
	2017			2016
Balance – beginning of year	$	321,392		$	710,085
New loans		61,697			125,868
Repayments		(94,378	)		(13,148	)
Reduction due to change in reportable loans		(101,049	)		(501,413	)
Balance – end of year	$	187,662		$	321,392

XML

GOODWILL AND OTHER INTANGIBLES

12 Months Ended

Dec. 31, 2017

Goodwill And Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLES

7. GOODWILL AND OTHER INTANGIBLES

Changes in the carrying amount of goodwill for the years ended December 31, 2017 and December 31, 2016 by operating segment are as follows (in thousands):

	Bank		Institutional Investment Management			Asset Servicing		Total
Balances as of January 1, 2017	$	161,391	$	47,529		$	19,476	$	228,396
Discontinued assets		—		(47,529	)		—		(47,529	)
Balances as of December 31, 2017	$	161,391	$	—		$	19,476	$	180,867
Balances as of January 1, 2016	$	161,341	$	47,529		$	19,476	$	228,346
Acquisition of Marquette		50		—			—		50
Discontinued assets		—		(47,529	)		—		(47,529	)
Balances as of December 31, 2016	$	161,391	$	—		$	19,476	$	180,867

Following are the intangible assets that continue to be subject to amortization as of December 31, 2017 and 2016 (in thousands):

	As of December 31, 2017
	Core Deposit Intangible Assets		Customer Relationships		Other Intangible Assets		Total
Gross Carrying Amount	$	50,059	$	71,342	$	3,254	$	124,655
Accumulated Amortization		42,209		58,935		3,254		104,398
Net Carrying Amounts	$	7,850	$	12,407	$	—	$	20,257

	As of December 31, 2016
	Core Deposit Intangible Assets		Customer Relationships		Other Intangible Assets		Total
Gross Carrying Amount	$	47,527	$	74,243	$	3,254	$	125,024
Accumulated Amortization		39,040		56,352		3,002		98,394
Net Carrying Amounts	$	8,487	$	17,891	$	252	$	26,630

Amortization expense for the years ended December 31, 2017, 2016, and 2015 was $7.3 million, $8.7 million and $8.2 million, respectively.  The following table discloses the estimated amortization expense of intangible assets in future years (in thousands):

For the year ending December 31, 2018	$	5,713
For the year ending December 31, 2019		4,714
For the year ending December 31, 2020		3,759
For the year ending December 31, 2021		2,755
For the year ending December 31, 2022		1,815

XML

PREMISES AND EQUIPMENT

12 Months Ended

Dec. 31, 2017

Property Plant And Equipment [Abstract]

PREMISES AND EQUIPMENT

8. PREMISES AND EQUIPMENT

Premises and equipment consisted of the following (in thousands):

	December 31,
	2017			2016
Land	$	46,415		$	45,634
Buildings and leasehold improvements		328,384			325,510
Equipment		148,425			150,955
Software		186,269			178,527
Total		709,493			700,626
Accumulated depreciation		(300,103	)		(288,956	)
Accumulated amortization		(133,448	)		(122,663	)
Premises and equipment, net	$	275,942		$	289,007

Premises and equipment depreciation and amortization expenses were $45.6 million in 2017, $41.9 million in 2016, and $40.2 million in 2015.  Rental and operating lease expenses were $14.8 million in 2017, $14.6 million in 2016, and $14.1 million in 2015.  

Minimum future rental commitments as of December 31, 2017, for all non-cancelable operating leases are as follows (in thousands):

	2018	$	11,163
	2019		10,892
	2020		10,193
	2021		8,044
	2022		7,517
Thereafter			31,219
Total		$	79,028

XML

BORROWED FUNDS

12 Months Ended

Dec. 31, 2017

Debt Disclosure [Abstract]

BORROWED FUNDS

9. BORROWED FUNDS

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

	December 31,
	2017		2016
Long-term debt:
Trust Preferred Securities:
Marquette Capital Trust I subordinated debentures 2.69% due 2036		16,636		16,356
Marquette Capital Trust II subordinated debentures 2.69% due 2036		17,285		17,020
Marquette Capital Trust III subordinated debentures 3.17% due 2036		6,804		6,705
Marquette Capital Trust IV subordinated debentures 2.92% due 2036		27,560		27,174
Kansas Equity Fund IV, L.P. 0% due 2017		—		2
Kansas Equity Fund V, L.P. 0% due 2017		—		7
Kansas Equity Fund VI, L.P. 0% due 2017		—		23
Kansas Equity Fund IX, L.P. 0% due 2023		133		202
Kansas Equity Fund X, L.P. 0% due 2021		207		272
Kansas City Equity Fund 2009, L.L.C. 0% due 2017		—		10
St. Louis Equity Fund 2007 L.L.C. 0% due 2019		13		13
St. Louis Equity Fund 2009 L.L.C. 0% due 2017		—		95
St. Louis Equity Fund 2012 L.L.C. 0% due 2020		163		243
St. Louis Equity Fund 2013 L.L.C. 0% due 2021		859		1,168
St. Louis Equity Fund 2014 L.L.C. 0% due 2022		1,209		1,507
St. Louis Equity Fund 2015, L.L.C. 0% due 2023		759		908
MHEG Community Fund 41, L.P. 0% due 2024		680		815
MHEG Community Fund 43, L.P. 0% due 2026		1,165		1,362
MHEG Community Fund 45, L.P. 0% due 2027		1,353		1,409
MHEG Community Fund 47, L.P. 0% due 2028		1,485		1,481
MHEG Community Fund 49, L.P. 0% due 2034		2,970		—
Total long-term debt		79,281		76,772
Total borrowed funds	$	79,281	$	76,772

Aggregate annual repayments of long-term debt at December 31, 2017, are as follows (in thousands):

	2018	$	1,519
	2019		1,678
	2020		1,896
	2021		1,565
	2022		1,183
Thereafter			71,440
Total		$	79,281

The Company assumed long-term debt obligations with an aggregate balance of $103.1 million and an aggregate fair value of $65.5 million as of the acquisition date of May 31, 2015, payable to four unconsolidated trusts (Marquette Capital Trust I, Marquette Capital Trust II, Marquette Capital Trust III, and Marquette Capital Trust IV) that previously issued trust preferred securities. Interest rates on trust preferred securities are tied to the three-month LIBOR rate with spreads ranging from 133 basis points to 160 basis points and reset quarterly. The trust preferred securities have maturity dates ranging from January 2036 to September 2036.

The Company is a member bank of the FHLB of Des Moines.  Through this relationship, the Company purchased $10.0 million of FHLB stock and has access to additional liquidity and funding sources through FHLB advances.  The Company’s borrowing capacity is dependent upon the amount of collateral the Company places at the FHLB.  As of December 31, 2017, the FHLB had issued three 30-day letters of credit totaling $300.0 million on behalf of the Company to secure public fund deposits, all of which expired in January 2018.  The letters of credit reduced the Company’s borrowing capacity with the FHLB from $2.0 billion to $1.7 billion as of December 31, 2017.   The Company had no outstanding FHLB advances at FHLB of Des Moines as of December 31, 2017.

The Company has a revolving line of credit with Wells Fargo Bank, N.A. which allows the Company to borrow up to $50.0 million for general working capital purposes.  The interest rate applied to borrowed balances will be at the Company’s option either 1.00 percent above LIBOR or 1.75 percent below the prime rate on the date of an advance.  The Company pays 0.3 percent unused commitment fee for unused portions of the line of credit.  The Company currently has no outstanding balance on this line of credit.

The Company enters into sales of securities with simultaneous agreements to repurchase (repurchase agreements).  The Company utilizes repurchase agreements to facilitate the needs of customers and to facilitate secured short-term funding needs. Repurchase agreements are stated at the amount of cash received in connection with the transaction. The Company monitors collateral levels on a continuous basis and may be required to provide additional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with the Company’s safekeeping agents.  The amounts received under these agreements represent short-term borrowings.  The amount outstanding at December 31, 2017, was $1.2 billion (with accrued interest payable of $197 thousand).  The amount outstanding at December 31, 2016, was $1.4 billion (with accrued interest payable of $80 thousand).  

The carrying amounts and market values of the securities and the related repurchase liabilities and weighted average interest rates of the repurchase liabilities (grouped by maturity of the repurchase agreements) were as follows as of December 31, 2017 (in thousands):

	As of December 31, 2017
	Securities Market Value		Repurchase Liabilities		Weighted Average Interest Rate
Maturity of the Repurchase Liabilities
On Demand	$	1,004	$	1,000		2.49	%
2 to 30 days		1,233,478		1,248,370		1.10
Over 90 Days		—		—		—
Total	$	1,234,482	$	1,249,370		1.10	%

The table below presents the remaining contractual maturities of repurchase agreements outstanding at December 31, 2017, in addition to the various types of marketable securities that have been pledged as collateral for these borrowings (in thousands).

	As of December 31, 2017
	Remaining Contractual Maturities of the Agreements
Repurchase agreements, secured by:	On Demand		2-29 days		Over 90 Days		Total
U.S. Treasury	$	—	$	14,743	$	—	$	14,743
U.S. Agency		1,000		1,233,627		—		1,234,627
Total repurchase agreements	$	1,000	$	1,248,370	$	—	$	1,249,370

XML

REGULATORY REQUIREMENTS

12 Months Ended

Dec. 31, 2017

Banking And Thrift [Abstract]

REGULATORY REQUIREMENTS

10. REGULATORY REQUIREMENTS

Payment of dividends by the Bank to the parent company is subject to various regulatory restrictions.  For national banks, the governing regulatory agency must approve the declaration of any dividends generally in excess of the sum of net income for that year and retained net income for the preceding two years.  

The Bank maintains a reserve balance with the FRB as required by law.  During 2017, this amount averaged $303.8 million, compared to $297.4 million in 2016.

       In July 2013, the FRB approved a final rule to implement in the United States the Basel III regulatory capital reforms from the Basel Committee on Banking Supervision and certain changes required by the Dodd-Frank Act. The final rule included a new minimum ratio of common equity tier 1 capital to risk-weighted assets of 4.5% and a common equity tier 1 capital conservation buffer of 2.5% of risk-weighted assets. The final rule also adjusted the methodology for calculating risk-weighted assets to enhance risk sensitivity. Beginning January 1, 2015, the Company was required to be compliant with revised minimum regulatory capital ratios and began the transitional period for definitions of regulatory capital and regulatory capital adjustments and deductions established under the final rule. Compliance with the risk-weighted asset calculations was required on January 1, 2015 and the Company is in compliance with the increased capital standards.

At December 31, 2017, the Company is required to have minimum common equity tier 1, tier 1, and total capital ratios of 4.5%, 6.0% and 8.0%, respectively.  The Company’s actual ratios at that date were 12.95%, 12.95% and 14.04%, respectively.  The Company is required to have a minimum leverage ratio of 4.0%, and the leverage ratio at December 31, 2017, was 9.94%.

As of December 31, 2017, the most recent notification from the OCC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action.  To be categorized as well-capitalized the Bank must maintain total risk-based, tier 1 risk-based, common equity tier 1, and tier 1 leverage ratios of 10.0%, 8.0%, 6.5%, and 5.0%, respectively.  There are no conditions or events that have occurred since the receipt of the most recent notification that management believes have changed the Bank’s categorization.

In addition, under amendments to the BHCA introduced by the Dodd-Frank Act and commonly known as the Volcker Rule, the Company and its subsidiaries are subject to extensive limits on proprietary trading and on owning or sponsoring hedge funds and private-equity funds. The limits on proprietary trading are largely focused on purchases or sales of financial instruments by a banking entity as principal primarily for the purpose of short-term resale, benefitting from actual or expected short-term price movements, or realizing short-term arbitrage profits. The limits on owning or sponsoring hedge funds and private-equity funds are designed to ensure that banking entities generally maintain only small positions in managed or advised funds and are not exposed to significant losses arising directly or indirectly from them. The Volcker Rule also provides for increased capital charges, quantitative limits, rigorous compliance programs, and other restrictions on permitted proprietary trading and fund activities, including a prohibition on transactions with a covered fund that would constitute a covered transaction under Sections 23A and 23B of the Federal Reserve Act. The fund activities of the Company and its subsidiaries are in conformance with the Volcker Rule, which became effective July 21, 2015.  

Actual capital amounts as well as required and well-capitalized common equity tier 1, tier 1, total and tier 1 leverage ratios as of December 31, 2017 and 2016 for the Company and the Bank are as follows (in thousands):

	2017
	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
Common Equity Tier 1 Capital:
UMB Financial Corporation	$	2,041,504		12.95	%	$	709,309		4.50	%	$	N/A		N/A	%
UMB Bank, n. a.		1,750,297		11.19			704,062		4.50			1,016,979		6.50
Tier 1 Capital:
UMB Financial Corporation		2,041,504		12.95			945,746		6.00		N/A		N/A
UMB Bank, n. a.		1,750,297		11.19			938,750		6.00			1,251,666		8.00
Total Capital:
UMB Financial Corporation		2,213,050		14.04			1,260,994		8.00		N/A		N/A
UMB Bank, n. a.		1,853,558		11.85			1,251,666		8.00			1,564,583		10.00
Tier 1 Leverage:
UMB Financial Corporation		2,041,504		9.94			821,527		4.00		N/A		N/A
UMB Bank, n. a.		1,750,297		8.57			816,859		4.00			1,021,073		5.00
	2016
Common Equity Tier 1 Capital:
UMB Financial Corporation	$	1,789,581		11.80	%	$	682,428		4.50	%	$	N/A		N/A	%
UMB Bank, n. a.		1,613,024		10.73			676,357		4.50			976,960		6.50
Tier 1 Capital:
UMB Financial Corporation		1,789,581		11.80			909,903		6.00		N/A		N/A
UMB Bank, n. a.		1,613,024		10.73			901,809		6.00			1,202,412		8.00
Total Capital:
UMB Financial Corporation		1,951,078		12.87			1,213,205		8.00		N/A		N/A
UMB Bank, n. a.		1,707,265		11.36			1,202,412		8.00			1,503,016		10.00
Tier 1 Leverage:
UMB Financial Corporation		1,789,581		9.09			787,604		4.00		N/A		N/A
UMB Bank, n. a.		1,613,024		8.24			782,638		4.00			978,297		5.00

XML

EMPLOYEE BENEFITS

12 Months Ended

Dec. 31, 2017

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

EMPLOYEE BENEFITS

11. EMPLOYEE BENEFITS

The Company has a discretionary noncontributory profit sharing plan, which features an employee stock ownership plan.  This plan is for the benefit of substantially all eligible officers and employees of the Company and its subsidiaries.  The Company has accrued and anticipates making a discretionary payment of $4.0 million in March 2018, for 2017.  A $1.5 million contribution was paid in 2017, for 2016.  A $1.5 million contribution was paid in 2016, for 2015.

The Company has a qualified 401(k) profit sharing plan that permits participants to make contributions by salary deduction.  The Company made a matching contribution to this plan of $6.7 million in 2017, for 2016 and $6.4 million in 2016, for 2015. The Company anticipates making a matching contribution of $7.2 million in March 2018, for 2017.

The Company recognized $2.5 million, $2.1 million, and $2.2 million in expense related to outstanding stock options and $10.4 million, $9.2 million, and $8.1 million in expense related to outstanding restricted stock grants for the years ended December 31, 2017, 2016, and 2015, respectively.  The Company had $4.7 million of unrecognized compensation expense related to the outstanding options and $17.3 million of unrecognized compensation expense related to outstanding restricted stock grants at December 31, 2017.  

2002 Incentive Stock Option Plan

On April 18, 2002, the shareholders of the Company approved the 2002 Incentive Stock Options Plan (the 2002 Plan), which provides incentive options to certain key employees to receive up to 2 million common shares of the Company.  All options that are issued under the 2002 Plan terminate after 10 years (except for any option granted to a person holding more than 10 percent of the Company’s stock, in which case the option terminates after five years).  All options issued prior to 2005, under the 2002 Plan, could not be exercised until at least four years and 11 months after the date they are granted.  Options issued in 2006, 2007, and 2008 under the 2002 Plan, have a vesting schedule of 50 percent after three years; 75 percent after four years and 100 percent after four years and 11 months.  Except under circumstances of death, disability or certain retirements, the options cannot be exercised after the grantee has left the employment of the Company or its subsidiaries.  The exercise period for an option may be accelerated upon the optionee’s qualified disability, retirement or death.  All options expire at the end of the exercise period.  Options are granted at exercise prices of no less than 100 percent of the fair market value of the underlying shares based on the fair value of the option at date of grant.  On January 25, 2011, the Board amended and froze the 2002 Plan such that no shares of Company stock shall thereafter be available for grants under the 2002 Plan. Existing awards granted under the 2002 Plan will continue in accordance with their terms under the 2002 Plan. The 2002 Plan expired without modification on April 17, 2012.

The table below discloses the information relating to option activity in 2017, under the 2002 Plan:

	Number of Shares			Weighted Average Price Per Share		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Stock Options Under the 2002 Plan
Outstanding - December 31, 2016		91,461		$	39.63
Granted		—			—
Expired		(4,304	)		38.65
Exercised		(55,471	)		38.96
Outstanding - December 31, 2017		31,686		$	40.93		0.9	$	981,949
Exercisable - December 31, 2017		31,686		$	40.93		0.9	$	981,949

No options were granted under the 2002 Plan during 2017, 2016, or 2015.  The total intrinsic value of options exercised during the year ended December 31, 2017, 2016, and 2015 was $2.0 million, $2.3 million, and $1.1 million, respectively.  As of December 31, 2017, there was no unrecognized compensation cost related to the nonvested options.  

Long-Term Incentive Compensation Plan

At the April 26, 2005, shareholders’ meeting, the shareholders of the Company approved the UMB Financial Corporation Long-Term Incentive Compensation Plan (LTIP) which became effective as of January 1, 2005. The LTIP permits the issuance to selected officers of the Company service-based restricted stock grants, performance-based restricted stock grants and non-qualified stock options. Service-based restricted stock grants contain a service requirement.  The performance-based restricted grants contain performance and service requirements.  The non-qualified stock option grants contain a service requirement.

At the April 23, 2013 shareholders’ meeting, the shareholders of the Company approved amendments to the LTIP Plan, including increasing the number of shares of the Company’s stock reserved for issuance under the Plan from 5.25 million shares to 7.44 million shares. Additionally, the shareholders approved increasing the maximum benefits any one eligible employee may receive under the plan during any one fiscal year from $1 million to $2 million taking into account the value of all stock options and restricted stock received. 

The service-based restricted stock grants contain a service requirement with varying vesting schedules.  The majority of these grants issued prior to 2016 utilize a vesting schedule in which 50 percent of the shares vest after three years of service, 75 percent after four years of service and 100 percent after five years of service.  The majority of these grants issued in 2016 and beyond utilize a vesting schedule in which 50 percent of the shares vest after two years of service, 75 percent after three years of service and 100 percent after four years of service.  Certain other grants utilize vesting schedules in which the grants vest ratably over the requisite service period or contain a three-year cliff vesting.

The performance-based restricted stock grants contain a service and a performance requirement.  The performance requirement is based on a predetermined performance requirement over a three year period.  The service requirement portion is a three year cliff vesting.  If the performance requirement is not met, the participants do not receive the shares.  

The dividends on service and performance-based restricted stock grants are treated as two separate transactions.  First, cash dividends are paid on the restricted stock.  Those cash dividends are then paid to purchase additional shares of restricted stock.  Dividends earned as additional shares of restricted stock have the same terms as the associated grant.  The dividends paid on the stock are recorded as a reduction to retained earnings (similar to all dividend transactions).

The table below discloses the status of the service-based restricted shares during 2017:

	Number of Shares			Weighted Average Grant Date Fair Value
Service-Based Restricted Stock
Nonvested - December 31, 2016		524,515		$	50.74
Granted		100,671			75.00
Canceled		(25,244	)		55.85
Vested		(129,809	)		51.72
Nonvested - December 31, 2017		470,133		$	55.39

As of December 31, 2017, there was $14.2 million of unrecognized compensation cost related to the nonvested shares.  The cost is expected to be recognized over a period of 2.3 years.  Total fair value of shares vested during the year ended December 31, 2017, 2016, and 2015 was $9.9 million, $7.4 million, and $7.2 million, respectively.    

The table below discloses the status of the performance-based restricted shares during 2017:

	Number of Shares			Weighted Average Grant Date Fair Value
Performance-Based Restricted Stock
Nonvested - December 31, 2016		118,686		$	50.67
Granted		42,078			75.25
Canceled		(6,942	)		54.20
Vested		(18,608	)		57.40
Nonvested - December 31, 2017		135,214		$	57.22

As of December 31, 2017, there was $3.1 million of unrecognized compensation cost related to the nonvested shares.  The cost is expected to be recognized over a period of 1.7 years.  Total fair value of shares vested during the years ended December 31, 2017, 2016 and 2015, was $1.4 million, $1.0 million and $1.9 million, respectively.  

The non-qualified stock options carry a service requirement and grants issued prior to 2016 will vest 50 percent after three years, 75 percent after four years and 100 percent after five years, while grants issued in 2016 and beyond will vest 50 percent after two years, 75 percent after three years and 100 percent after four years.

The table below discloses the information relating to non-qualified option activity in 2017 under the LTIP:

	Number of Shares			Weighted Average Price Per Share		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Stock Options Under the LTIP
Outstanding - December 31, 2016		1,163,849		$	47.10
Granted		151,279			75.25
Canceled		(18,291	)		53.22
Expired		(678	)		49.97
Exercised		(248,698	)		42.57
Outstanding - December 31, 2017		1,047,461		$	52.13		6.4	$	20,722,166
Exercisable - December 31, 2017		345,811		$	44.89		4.0	$	9,348,718

The Company uses the Black-Scholes pricing model to determine the fair value of its options.  The assumptions for stock-based awards in the past three years utilized in the model are shown in the table below.  

	2017			2016			2015
Black-Scholes pricing model:
Weighted average fair value of the granted option	$	17.88		$	9.90		$	11.95
Weighted average risk-free interest rate		1.29	%		1.30	%		1.62	%
Expected option life in years		6.25			6.25			6.25
Expected volatility		24.41	%		25.71	%		26.73	%
Expected dividend yield		2.03	%		2.02	%		1.74	%

The expected option life is derived from historical exercise patterns and represents the amount of time that options granted are expected to be outstanding. The expected volatility is based on historical volatilities of the Company’s stock. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

The weighted average grant-date fair value of options granted during the years 2017, 2016, and 2015 was $17.88, $9.90, and $11.95, respectively.  The total intrinsic value of options exercised during the years ended December 31, 2017, 2016 and 2015, was $8.1 million, $5.8 million and $2.6 million, respectively.  As of December 31, 2017, there was $4.7 million of unrecognized compensation cost related to the nonvested options. The cost is expected to be recognized over a period of 2.4 years.

Cash received from options exercised under all share based compensation plans was $12.7 million, $15.8 million, and $10.5 million for the years ended December 31, 2017, 2016, and 2015, respectively.  The tax benefit realized for stock options exercised was $3.6 million and $1.1 million for the years ended December 31, 2017 and 2016, respectively. The 2016 and 2017 tax benefits were recognized in the Company’s Consolidated Statements of Income due to the Company’s adoption of ASU No. 2016-09 with an effective date of January 1, 2016. See further discussion of this ASU in Note 2, “New Accounting Pronouncements.” The tax benefit realized for stock options exercised in 2015 was $0.9 million, which was recognized in the Company’s Consolidated Statements of Changes in Shareholder’s Equity.

The Company has no specific policy to repurchase common shares to mitigate the dilutive impact of options; however, the Company has historically made adequate discretionary repurchases of common shares in an amount that exceeds stock option exercise activity.  See a description of the Company’s share repurchase plan in Note 13, “Common Stock and Earnings Per Share,” in the Notes to the Consolidated Financial Statements provided in Item 8, page 89 of this report.

XML

BUSINESS SEGMENT REPORTING

12 Months Ended

Dec. 31, 2017

Segment Reporting [Abstract]

BUSINESS SEGMENT REPORTING

12. BUSINESS SEGMENT REPORTING

The Company has strategically aligned its operations into the following two reportable segments (collectively, “Business Segments”): Bank and Asset Servicing.  Senior executive officers regularly evaluate business segment financial results produced by the Company’s internal reporting system in deciding how to allocate resources and assess performance for individual Business Segments. Previously, the Company had the following four Business Segments:  Bank, Institutional Investment Management, Asset Servicing, and Payment Solutions.  In the first quarter of 2016, the Company merged the Payment Solutions segment into the Bank segment to better reflect how the core businesses, products and services are being evaluated by management currently. The Company’s Payment Solutions leadership structure and financial performance assessments are now included in the Bank segment, and accordingly, the reportable segments were realigned to reflect these changes. Additionally, during 2017, the Company sold all of the outstanding stock of Scout, its institutional investment management subsidiary. As the operations of Scout are now included in discontinued operations, the Company no longer presents this segment’s operations as one of its business segments. The Company’s reportable segments include certain corporate overhead, technology and service costs that are allocated based on methodologies that are applied consistently between periods. For comparability purposes, amounts in all periods are based on methodologies in effect at December 31, 2017. Previously reported results have been reclassified in this filing to conform to the current organizational structure.

The following summaries provide information about the activities of each segment:

The Bank provides a full range of banking services to commercial, retail, government and correspondent bank customers through the Company’s branches, call center, internet banking, and ATM network.  Servicesinclude traditional commercial and consumer banking, treasury management, leasing, foreign exchange, consumer and commercial credit and debit card, prepaid debit card solutions, healthcare services, institutional cash management, merchant bankcard, wealth management, brokerage, insurance, capital markets, investment banking, corporate trust, and correspondent banking.

Asset Servicing provides services to the asset management industry, supporting a range of investment products, including mutual funds, alternative investments and managed accounts.  Services include fund administration, fund accounting, investor services, transfer agency, distribution, marketing, custody, alternative investment services, and collective and multiple-series trust services. 

BUSINESS SEGMENT INFORMATION

Segment financial results were as follows (in thousands):

	Year Ended December 31, 2017
	Bank		Asset Servicing		Total
Net interest income	$	546,000	$	12,913	$	558,913
Provision for loan losses		41,000		—		41,000
Noninterest income		328,550		95,012		423,562
Noninterest expense		616,883		88,246		705,129
Income before taxes		216,667		19,679		236,346
Income tax expense		49,522		3,848		53,370
Income from continuing operations	$	167,145	$	15,831	$	182,976
Average assets	$	19,612,450	$	783,550	$	20,396,000

	Year Ended December 31, 2016
	Bank		Asset Servicing		Total
Net interest income	$	484,716	$	10,607	$	495,323
Provision for loan losses		32,500		—		32,500
Noninterest income		309,889		92,622		402,511
Noninterest expense		582,719		84,026		666,745
Income before taxes		179,386		19,203		198,589
Income tax expense		40,406		4,549		44,955
Income from continuing operations	$	138,980	$	14,654	$	153,634
Average assets	$	18,371,950	$	1,221,050	$	19,593,000

	Year Ended December 31, 2015
	Bank		Asset Servicing		Total
Net interest income	$	406,884	$	5,183	$	412,067
Provision for loan losses		15,500		—		15,500
Noninterest income		274,376		96,283		370,659
Noninterest expense		555,962		82,976		638,938
Income before taxes		109,798		18,490		128,288
Income tax expense		26,651		5,079		31,730
Income from continuing operations	$	83,147	$	13,411	$	96,558
Average assets	$	16,801,000	$	985,000	$	17,786,000

XML

COMMON STOCK AND EARNINGS PER SHARE

12 Months Ended

Dec. 31, 2017

Text Block [Abstract]

COMMON STOCK AND EARNINGS PER SHARE

13. COMMON STOCK AND EARNINGS PER SHARE

The following table summarizes the share transactions for the three years ended December 31, 2017 (in thousands, except for share data):

	Shares Issued		Shares in Treasury
Balance December 31, 2014		55,056,730		(9,524,542	)
Common stock issuance for acquisition		—		3,470,478
Purchase of Treasury Stock		—		(225,894	)
Sale of Treasury Stock		—		19,695
Issued for stock options & restricted stock		—		599,899
Balance December 31, 2015		55,056,730		(5,660,364	)
Purchase of Treasury Stock		—		(399,677	)
Sale of Treasury Stock		—		21,036
Issued for stock options & restricted stock		—		655,331
Balance December 31, 2016		55,056,730		(5,383,674	)
Purchase of Treasury Stock		—		(245,982	)
Sale of Treasury Stock		—		14,908
Issued for stock options & restricted stock		—		453,008
Balance December 31, 2017		55,056,730		(5,161,740	)

As noted in the table above, in 2015, the Company issued 3.5 million shares to the owners of Marquette for the purchase of all of the outstanding shares of Marquette.  The owners of Marquette as of the close of business on the acquisition date of May 31, 2015 received 9.2295 shares of the Company’s common stock for each share of Marquette common stock owned on that date.   The market value of the shares of the Company’s common stock issued at the effective time of the merger was approximately $179.7 million, based on the closing price of the Company’s stock of $51.79 per share on May 29, 2015.

The Board approved a plan to repurchase up to 2 million shares of common stock annually at its 2015, 2016 and 2017 meetings.  All open market share purchases under the share repurchase plans are intended to be within the scope of Rule 10b-18 promulgated under the Exchange Act.  Rule 10b-18 provides a safe harbor for purchases in a given day if the Company satisfies the manner, timing and volume conditions of the rule when purchasing its own common shares. The Company has not made any repurchases other than through these plans.

Basic earnings per share are computed by dividing income available to common shareholders by the weighted average number of shares outstanding during the year.  Diluted earnings per share gives effect to all potential common shares that were outstanding during the year.

The shares used in the calculation of basic and diluted earnings per share, are shown below:

	For the Years Ended December 31,
	2017		2016		2015
Weighted average basic common shares outstanding		49,223,661		48,828,313		47,126,252
Dilutive effect of stock options and restricted stock		615,629		448,742		453,082
Weighted average diluted common shares outstanding		49,839,290		49,277,055		47,579,334

XML

COMMITMENTS, CONTINGENCIES AND GUARANTEES

12 Months Ended

Dec. 31, 2017

Commitments And Contingencies Disclosure [Abstract]

COMMITMENTS, CONTINGENCIES AND GUARANTEES

14. COMMITMENTS, CONTINGENCIES AND GUARANTEES

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

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

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

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

Standby letters of credit are conditional commitments issued by the Company payable upon the non-performance of a customer’s obligation to a third party.  The Company issues standby letters of credit for terms ranging from three months to six years.  The Company generally requires the customer to pledge collateral to support the letter of credit.  The maximum liability to the Company under standby letters of credit at December 31, 2017 and 2016, was $316.1 million and $376.6 million, respectively.  As of December 31, 2017 and 2016, standby letters of credit totaling $42.5 million and $67.4 million, respectively, were with related parties to the Company.

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

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

The Company uses contracts to offset interest rate risk on specific securities held in the trading portfolio.  As of December 31, 2017 and 2016, there were no notional amounts outstanding for these contracts.   There were no open futures contract positions during the year ended December 31, 2017. Open futures contract positions average notional amount was $0.4 million during the year ended December 31, 2016.  Net futures activity resulted in losses of $6 thousand and of $142 thousand and gains of $35 thousand for 2017, 2016, and 2015, respectively.  The Company controls the credit risk of its futures contracts through credit approvals, limits and monitoring procedures.

The Company also enters into foreign exchange contracts on a limited basis.  For operating purposes, the Company maintains certain balances in foreign banks. Foreign exchange contracts are purchased on a monthly basis to avoid foreign exchange risk on these foreign balances.  The Company will also enter into foreign exchange contracts to facilitate foreign exchange needs of customers.  The Company will enter into a contract to buy or sell a foreign currency at a future date only as part of a contract to sell or buy the foreign currency at the same future date to a customer.  During 2017, contracts to purchase and to sell foreign currency averaged approximately $36.8 million compared to $40.5 million during 2016.  The net gains on these foreign exchange contracts for 2017, 2016 and 2015 were $1.9 million, $1.6 million and $1.8 million, respectively.

With respect to group concentrations of credit risk, most of the Company’s business activity is with customers in the states of Missouri, Kansas, Colorado, Oklahoma, Nebraska, Arizona, Illinois, and Texas.  At December 31, 2017, the Company did not have any significant credit concentrations in any particular industry.

The following table summarizes the Company’s off-balance sheet financial instruments as described above.

	Contract or Notional Amount December 31,
	2017		2016
Commitments to extend credit for loans (excluding credit card loans)	$	6,689,467	$	6,471,404
Commitments to extend credit under credit card loans		2,975,507		2,798,433
Commercial letters of credit		813		1,098
Standby letters of credit		316,054		376,617
Forward contracts		29,007		49,352
Spot foreign exchange contracts		628		3,725

XML

DIVESTITURES AND ACQUISITIONS

12 Months Ended

Dec. 31, 2017

Divestitures And Acquisitions [Abstract]

DIVESTITURES AND ACQUISITIONS

15. DIVESTITURES AND ACQUISITIONS

On November 17, 2017, the Company closed the previously announced sale of all of the outstanding stock of Scout, its institutional investment management subsidiary, for $172.5 million in cash, which remains subject to customary post-closing purchase adjustments. The gain recorded on the disposal of Scout was $103.6 million. The Company plans to use the proceeds from the transaction for general corporate purposes and to support its continued organic growth in the commercial, consumer, private wealth, institutional banking, healthcare, and asset servicing businesses.

This table summarizes the components of income from discontinued operations, net of taxes, for the years ended December 31, 2017, 2016, and 2015 presented in the Consolidated Statements of Income (in thousands):

	For the years ended December 31,
	2017			2016		2015
Total noninterest income	$	63,416		$	73,564	$	95,795
Total noninterest expense		65,834			65,149		64,798
(Loss) income from discontinued operations		(2,418	)		8,415		30,997
Gain on the disposal of discontinued operations		103,644			—		—
Total income from discontinued operations		101,226			8,415		30,997
Income tax expense		37,097			3,248		11,482
Net income on discontinued operations	$	64,129		$	5,167	$	19,515

The discontinued assets of Scout included on the Consolidated Balance Sheets are as follows (in thousands):

	December 31, 2017		December 31, 2016
Goodwill	$	—	$	47,529
Other intangibles, net		—		7,861
Discontinued assets – goodwill and other intangibles, net	$	—	$	55,390

The components of net cash provided by operating and investing activities of discontinued operations included in the Consolidated Statements of Cash Flows are as follows (in thousands):

	For the years ended December 31,
	2017			2016		2015
Income from discontinued operations	$	64,129		$	5,167	$	19,515
Gain on the disposal of discontinued operations		(103,644	)		—		—
Depreciation and amortization		1,647			3,596		3,919
Net cash (used in) provided by operating activities of discontinued operations	$	(37,868	)	$	8,763	$	23,434
Proceeds on disposal of discontinued operations	$	167,183		$	—	$	—
Net cash provided by investing activities of discontinued operations	$	167,183		$	—	$	—

On May 31, 2015, the Company acquired all of the outstanding common shares of Marquette. Marquette was a privately-held financial services company with a portfolio of businesses and operated thirteen branches in Arizona and Texas, two national commercial specialty-lending businesses focused on asset-based lending and accounts receivable factoring, as well as an asset-management firm. As of the close of trading on the acquisition date of May 31, 2015, the beneficial owners of Marquette received 9.2295 shares of the Company’s common stock for each share of Marquette common stock owned at that date (approximately 3.47 million shares total). The market value of the Company’s common stock issued at the effective time of the merger was approximately $179.7 million, based on the closing stock price of the Company’s common stock of $51.79 per share on May 29, 2015. The transaction was accounted for using the acquisition method of accounting in accordance with FASB ASC Topic 805, Business Combinations. Accordingly, the purchase price was allocated based on the estimated fair market values of the assets and liabilities acquired.

The following table summarizes the net assets acquired (at fair value) and consideration transferred for Marquette (in thousands, except for per share data):

	Fair Value
	May 31, 2015
Assets
Loans	$	980,404
Investment securities		177,694
Cash and due from banks		95,351
Premises and equipment, net		11,508
Identifiable intangible assets		14,881
Other assets		32,336
Total assets acquired		1,312,174
Liabilities
Noninterest-bearing deposits		226,161
Interest-bearing deposits		708,675
Short-term debt		112,133
Long-term debt		89,971
Other liabilities		14,135
Total liabilities assumed		1,151,075
Net identifiable assets acquired		161,099
Preliminary goodwill		18,638
Net assets acquired	$	179,737
Consideration:
Company's common shares issued		3,470
Purchase price per share of the Company's common stock	$	51.79
Fair value of total consideration transferred	$	179,737

In the acquisition, the Company purchased $980.4 million of loans at fair value. All non-performing loans and select other classified loan relationships considered by management to be credit impaired are accounted for pursuant to ASC Topic 310-30, as previously discussed within Note 3, “Loans and Allowance for Loan Losses.”

The Company assumed long-term debt obligations with an aggregate balance of $103.1 million and an aggregate fair value of $65.5 million as of the acquisition date of May 31, 2015 payable to four unconsolidated trusts (Marquette Capital Trust I, Marquette Capital Trust II, Marquette Capital Trust III, and Marquette Capital Trust IV) that previously issued trust preferred securities.  The interest rate on the trust preferred securities issued by Marquette Capital Trust II was fixed at 6.30 percent until January 2016, and is reset each quarter at a variable rate tied to the three-month LIBOR plus 133 basis points thereafter.  Interest rates on trust preferred securities issued by the remaining three trusts are tied to the three-month LIBOR rate with spreads ranging from 133 basis points to 160 basis points and reset quarterly. The trust preferred securities have maturity dates ranging from January 2036 to September 2036.

The amount of goodwill arising from the acquisition reflects the Company’s increased market share and related synergies that are expected to result from combining the operations of UMB and Marquette. All of the goodwill was assigned to the Bank segment. In accordance with ASC 350, Intangibles-Goodwill and Other, goodwill will not be amortized but will be subject to at least an annual impairment test.  As the Company acquired tax deductible goodwill in excess of the amount reported in the Consolidated Financial Statements, the goodwill is expected to be deductible for tax purposes.  The fair value of the acquired identifiable intangible assets of $14.9 million was comprised of a core deposit intangible of $11.0 million, customer lists of $2.9 million and non-compete agreements of $1.0 million.

The results of Marquette are included in the results of the Company subsequent to May 31, 2015. For the year ended December 31, 2016, acquisition expenses recognized in Noninterest expense in the Company’s Consolidated Statements of Income totaled $4.8 million.  This total included $896 thousand of severance in Salaries and employee benefits and $1.7 million in Legal and consulting fees.  For the year ended December 31, 2015, acquisition expenses recognized in Noninterest expense totaled $9.8 million. This total included $2.4 million of severance in Salaries and employee benefits and $4.8 million in Legal and consulting fees.

XML

INCOME TAXES

12 Months Ended

Dec. 31, 2017

Income Tax Disclosure [Abstract]

INCOME TAXES

16. INCOME TAXES

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act ("the Tax Act”). The Tax Act includes numerous changes to existing tax law, including among other things, a permanent reduction in the federal corporate income tax rate from 35% to 21% effective January 1, 2018.  The Company recognized the income tax effects of the Tax Act in its 2017 financial statements.  The changes included in the Tax Act are broad and complex.  Given the complexity of the Tax Act and the detailed analysis required, the adjustments reflected in the current and deferred tax accounts may be subject to further refinement as additional information becomes available and further analysis performed. Upon completion of our 2017 U.S. income tax return in 2018 we may identify additional remeasurement adjustments to our recorded deferred tax liabilities. We will continue to assess our provision for income taxes as further guidance is issued, but do not currently anticipate significant revisions will be necessary.

Income taxes on continuing operations produce effective income tax rates of 22.6 percent in 2017, 22.6 percent in 2016, and 24.7 percent in 2015.  These percentages are computed by dividing income tax expense by Income from continuing operations before income taxes.

Income tax expense from continuing operations includes the following components (in thousands):

	Year Ended December 31,
	2017			2016		2015
Current tax
Federal	$	(8,260	)	$	41,860	$	29,622
State		1,889			1,570		2,753
Total current tax (benefit) expense		(6,371	)		43,430		32,375
Deferred tax
Federal		57,851			1,145		301
State		1,890			380		(946	)
Total deferred tax expense (benefit)		59,741			1,525		(645	)
Total tax expense	$	53,370		$	44,955	$	31,730

Income taxes from discontinued operations produce effective income tax rates of 36.6 percent in 2017, 38.6 percent in 2016, and 37.0 percent in 2015. These percentages are computed by dividing income tax expense by Income from discontinued operations before income taxes.

Income tax expense from discontinued operations includes the following components (in thousands):

	Year Ended December 31,
	2017			2016		2015
Current tax
Federal	$	35,169		$	1,759	$	14,847
State		1,930			258		838
Total current tax expense (benefit)		37,099			2,017		15,685
Deferred tax
Federal		260			1,187		(3,998	)
State		(262	)		44		(205	)
Total deferred tax (benefit) expense		(2	)		1,231		(4,203	)
Total tax expense	$	37,097		$	3,248	$	11,482

The reconciliation between the income tax expense and the amount computed by applying the statutory federal tax rate of 35% to income from continuing operations before income taxes is as follows (in thousands):

	Year Ended December 31,
	2017			2016			2015
Statutory federal income tax expense	$	82,721		$	69,506		$	44,901
Tax-exempt interest income		(25,697	)		(20,196	)		(15,405	)
Tax-exempt life insurance related income		(5,769	)		(3,405	)		(932	)
Equity-based compensation		(3,297	)		(1,095	)		—
State and local income taxes, net of federal tax benefits		2,439			1,365			1,399
Federal tax credits, net of amortization of LIHTC(1)  investments		(1,119	)		(2,480	)		(688	)
Impacts related to the 2017 Tax Act		2,997			—			—
Other		1,095			1,260			2,455
Total tax expense	$	53,370		$	44,955		$	31,730

(1) Low income housing tax credits

In preparing its tax returns, the Company is required to interpret tax laws and regulations to determine its taxable income.  Periodically, the Company is subject to examinations by various taxing authorities that may give rise to differing interpretations of these laws.  The Company is not in the examination process with any tax jurisdictions at December 31, 2017. However, upon examination, agreement of tax liabilities between the Company and the multiple tax jurisdictions in which the Company files tax returns may ultimately be different.

Deferred income taxes result from differences between the carrying value of assets and liabilities measured for financial reporting and the tax basis of assets and liabilities for income tax return purposes.

The significant components of deferred tax assets and liabilities are reflected in the following table (in thousands):

	December 31,
	2017			2016
Deferred tax assets:
Net unrealized loss on securities available for sale	$	18,023		$	34,998
Loans, principally due to allowance for loan losses		23,646			40,564
Equity-based compensation		4,975			7,824
Accrued expenses		17,248			37,263
Miscellaneous		3,762			4,587
Total deferred tax assets before valuation allowance		67,654			125,236
Valuation allowance		(3,498	)		(2,860	)
Total deferred tax assets		64,156			122,376
Deferred tax liabilities:
Real Estate Investment Trust dividend		(32,591	)		—
Land, buildings and equipment		(17,783	)		(31,335	)
Original issue discount		(2,580	)		(4,507	)
Partnership investments		(1,005	)		(3,776	)
Trust preferred securities		(7,202	)		(13,780	)
Intangibles		(5,769	)		(3,623	)
Miscellaneous		(3,117	)		(7,148	)
Total deferred tax liabilities		(70,047	)		(64,169	)
Net deferred tax (liability) asset	$	(5,891	)	$	58,207

The Company had various state net operating loss carryforwards of approximately $0.8 million as of December 31, 2017.  These net operating losses expire at various times between 2018 and 2037.  The Company has a full valuation allowance for these state net operating losses as they are not expected to be realized.  In addition, the Company has a valuation allowance of $2.7 million to reduce certain other state deferred tax assets to the amount of tax benefit management believes it will more likely than not realize.

The net deferred tax liability at December 31, 2017 is included in the Accrued expenses and taxes line of the Company’s Consolidated Balance Sheets while the net deferred tax asset at December 31, 2016 is included in the Other assets line of the Company’s Consolidated Balance Sheets. The Company remeasured the deferred tax assets and liabilities at the newly enacted statutory tax rate of 21 percent in accordance with the Tax Act.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states.  With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for tax years prior to 2014 in the jurisdictions in which it files.  

Liabilities Associated With Unrecognized Tax Benefits

The gross amount of unrecognized tax benefits totaled $3.8 million and $4.4 million at December 31, 2017 and 2016, respectively. The total amount of unrecognized tax benefits, net of associated deferred tax benefit, that would impact the effective tax rate, if recognized, would be $3.0 million and $3.5 million at December 31, 2017 and December 31, 2016, respectively. The unrecognized tax benefits relate to state tax positions that have a corresponding federal tax benefit. While it is expected that the amount of unrecognized tax benefits will change in the next twelve months, the Company does not expect this change to have a material adverse impact on the financial condition, results of operations, or cash flows of the Company.  

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

	December 31,
	2017			2016
Unrecognized tax benefits - opening balance	$	4,375		$	4,680
Gross increases - tax positions in prior period		323			—
Gross decreases - tax positions in prior period		—			(269	)
Gross increases - current-period tax positions		228			924
Lapse of statute of limitations		(1,080	)		(960	)
Unrecognized tax benefits - ending balance	$	3,846		$	4,375

XML

DERIVATIVES AND HEDGING ACTIVITIES

12 Months Ended

Dec. 31, 2017

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Derivatives and Hedging Activities

17. DERIVATIVES AND HEDGING ACTIVITIES

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions.  The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities.  Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the values of which are determined by interest rates.  The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to certain fixed rate assets and liabilities. The Company also has interest rate derivatives that result from a service provided to certain qualifying customers and, therefore, are not used to manage interest rate risk of the Company’s assets or liabilities. The Company has entered into an offsetting position for each of these derivative instruments with a matching instrument from another financial institution in order to minimize its net risk exposure resulting from such transactions.  

Fair Values of Derivative Instruments on the Consolidated Balance Sheets  

The table below presents the fair value of the Company’s derivative financial instruments as of December 31, 2017 and 2016.  The Company’s derivative assets and derivative liabilities are located within Other Assets and Other Liabilities, respectively, on the Company’s Consolidated Balance Sheets.

This table provides a summary of the fair value of the Company’s derivative assets and liabilities as of December 31, 2017 and December 31, 2016(in thousands):

	Derivative Assets				Derivative Liabilities
	December 31,				December 31,
Fair Value	2017		2016		2017		2016
Interest Rate Products:
Derivatives not designated as hedging instruments	$	10,116	$	10,555	$	7,326	$	10,581
Derivatives designated as hedging instruments		33		318		1,580		748
Total	$	10,149	$	10,873	$	8,906	$	11,329

Fair Value Hedges of Interest Rate Risk

The Company is exposed to changes in the fair value of certain of its fixed rate assets and liabilities due to changes in the benchmark interest rate, LIBOR.  Interest rate swaps designated as fair value hedges involve either making fixed rate payments to a counterparty in exchange for the Company receiving variable rate payments, or making variable rate payments to a counterparty in exchange for the Company receiving fixed rate payments, over the life of the agreements without the exchange of the underlying notional amount.  As of December 31, 2017, the Company had two interest rate swaps with a notional amount of $15.5 million that were designated as fair value hedges of interest rate risk associated with the Company’s fixed rate loan assets and brokered time deposits.  

For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in earnings. The Company includes the gain or loss on the hedged items in the same line item as the offsetting loss or gain on the related derivatives.  During the year ended December 31, 2017, the Company recognized net gains of $4 thousand in other noninterest expense related to hedge ineffectiveness and net gains of $5 thousand during the year ended December 31, 2016.

Cash Flow Hedges of Interest Rate Risk

The Company is exposed to changes in the fair value of certain of its variable-rate liabilities due to changes in the benchmark interest rate, LIBOR.  Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.  As of December 31, 2017, the Company had two interest rate swaps with a notional amount of $51.5 million that were designated as cash flow hedges of interest rate risk associated with the Company’s variable rate subordinated debentures issued by Marquette Capital Trusts III and IV.  For derivatives designated and that qualify as cash flow hedges, the effective portion of changes in fair value is recorded in AOCI and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.  The ineffective portion of the change in fair value of the derivatives is recognized directly into earnings gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in earnings.  During the years ended December 31, 2017 and 2016, the Company recognized net losses of $1.1 million and $0.5 million, respectively, in AOCI for the effective portion of the change in fair value of these cash flow hedges.  During the years ended December 31, 2017 and 2016, the Company did not record any hedge ineffectiveness in earnings.  Amounts reported in AOCI related to derivatives will be reclassified to Interest expense as interest payments are received or paid on the Company’s derivatives. The Company does not expect to reclassify any amounts from AOCI to Interest expense during the next 12 months as the Company’s derivatives are effective after December 2018.  As of December 31, 2017, the Company is hedging its exposure to the variability in future cash flows for forecasted transactions over a maximum period of 18.75 years.

Non-designated Hedges

The remainder of the Company’s derivatives are not designated in qualifying hedging relationships.  Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers, which the Company implemented in 2010.  The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies.  Those interest rate swaps are simultaneously offset by interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions.  As the interest rate swaps associated with this program do not meet hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings.  As of December 31, 2017, the Company had 80 interest rate swaps with an aggregate notional amount of $931.2 million related to this program.  During the years ended December 31, 2017 and 2016, the Company recognized net losses of $579 thousand and net gains of $195 thousand, respectively, related to changes in the fair value of these swaps.  

Effect of Derivative Instruments on the Consolidated Statements of Income and Consolidated Statements of Comprehensive Income

This table provides a summary of the amount of gain or loss recognized in other noninterest expense in the Consolidated Statements of Income related to the Company’s derivative asset and liability as of December 31, 2017 and December 31, 2016 (in thousands):

	Amount of Gain (Loss) Recognized
	For the Year Ended
	December 31,
	2017			2016			2015
Interest Rate Products
Derivatives not designated as hedging instruments	$	(579	)	$	195		$	(110	)
Total	$	(579	)	$	195		$	(110	)
Interest Rate Products
Derivatives designated as fair value hedging instruments
Fair value adjustments on derivatives	$	(189	)	$	(181	)	$	(234	)
Fair value adjustments on hedged items		193			186			234
Total	$	4		$	5		$	—

This table provides a summary of the amount of loss recognized in AOCI in the Consolidated Statements of Comprehensive Income related to the Company’s derivative asset and liability as of December 31, 2017 and December 31, 2016 (in thousands):

	Amount of Loss Recognized in Other Comprehensive Income on Derivatives (Effective Portion)
	For the Year Ended
	December 31,
Derivatives in Cash Flow Hedging Relationships	2017			2016			2015
Interest rate products
Derivatives designed as cash flow hedging instruments	$	(1,050	)	$	(516	)	$	(10	)
Total	$	(1,050	)	$	(516	)	$	(10	)

Credit-risk-related Contingent Features

The Company has agreements with certain of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

As of December 31, 2017, the termination value of derivatives in a net liability position, which includes accrued interest, related to these agreements was $7.4 million. The Company has minimum collateral posting thresholds with certain of its derivative counterparties. As of December 31, 2017 the Company had posted $1.6 million of collateral. If the Company had breached any of these provisions at December 31, 2017, it could have been required to settle its obligations under the agreements at the termination value.

XML

DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 31, 2017

Fair Value Disclosures [Abstract]

DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

18. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents information about the Company’s assets measured at fair value on a recurring basis as of December 31, 2017, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.

Fair values determined by Level 1 inputs utilize quoted prices in active markets for identical assets and liabilities that the Company has the ability to access.  Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.  Level 2 inputs include quoted prices for similar assets or liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.  Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.  In certain cases, the inputs used to measure fair value may fall into different levels of the hierarchy.  In such cases, the fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety.  

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016(in thousands):

	Fair Value Measurement at Reporting Date Using
Description	December 31, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
U.S. Treasury	$	18	$	18	$	—	$	—
U.S. Agencies		9,976		—		9,976		—
Mortgage-backed		1,949		—		1,949		—
State and political subdivisions		27,114		—		27,114		—
Corporates		1,885		1,885		—
Trading - other		13,113		12,434		679		—
Trading securities		54,055		14,337		39,718		—
U.S. Treasury		38,643		38,643		—		—
U.S. Agencies		14,752		—		14,752		—
Mortgage-backed		3,649,243		—		3,649,243		—
State and political subdivisions		2,542,673		—		2,542,673		—
Corporates		13,266		13,266		—		—
Available for sale securities		6,258,577		51,909		6,206,668		—
Company-owned life insurance		53,577		—		53,577		—
Bank-owned life insurance		265,823		—		265,823		—
Derivatives		10,149		—		10,149		—
Total	$	6,642,181	$	66,246	$	6,575,935	$	—
Liabilities
Deferred compensation	$	50,963	$	50,963	$	—	$	—
Derivatives		8,906		—		8,906		—
Securities sold not yet purchased		4,130		—		4,130		—
Total	$	63,999	$	50,963	$	13,036	$	—

	Fair Value Measurement at Reporting Date Using
Description	December 31, 2016		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
U.S. Treasury	$	—	$	—	$	—	$	—
U.S. Agencies		1,306		—		1,306		—
Mortgage-backed		313		—		313		—
State and political subdivisions		9,295		—		9,295		—
Trading - other		28,622		28,495		127		—
Trading securities		39,536		28,495		11,041		—
U.S. Treasury		93,826		93,826		—		—
U.S. Agencies		198,177		—		198,177		—
Mortgage-backed		3,711,699		—		3,711,699		—
State and political subdivisions		2,395,757		—		2,395,757		—
Corporates		66,875		66,875		—		—
Available for sale securities		6,466,334		160,701		6,305,633		—
Company-owned life insurance		41,333		—		41,333		—
Bank-owned life insurance		209,686		—		209,686
Derivatives		10,873		—		10,873		—
Total	$	6,767,762	$	189,196	$	6,578,566	$	—
Liabilities
Deferred compensation	$	42,797	$	42,797	$	—	$	—
Derivatives		11,329		—		11,329		—
Total	$	54,126	$	42,797	$	11,329	$	—

Valuation methods for instruments measured at fair value on a recurring basis

The following methods and assumptions were used to estimate the fair value of each class of financial instruments measured on a recurring basis:

Trading Securities Fair values for trading securities (including financial futures), are based on quoted market prices where available.  If quoted market prices are not available, fair value is estimated using quoted market prices for similar securities.

Securities Available for Sale Fair values are based on quoted market prices or dealer quotes, if available.  If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.  Prices are provided by third-party pricing services and are based on observable market inputs. On an annual basis, the Company compares a sample of these prices to other independent sources for the same securities. Additionally, throughout the year if securities are sold, comparisons are made between the pricing services prices and the market prices at which the securities were sold.  Variances are analyzed, and, if appropriate, additional research is conducted with the third-party pricing services. Based on this research, the pricing services may affirm or revise their quoted price. No significant adjustments have been made to the prices provided by the pricing services. The pricing services also provide documentation on an ongoing basis that includes reference data, inputs and methodology by asset class, which is reviewed to ensure that security placement within the fair value hierarchy is appropriate.

Company-owned Life Insurance Fair value is equal to the cash surrender value of the life insurance policies.  

Bank-owned Life Insurance Fair value is equal to the cash surrender value of the life insurance policies.

Derivatives Fair values are determined using valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.  In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Deferred Compensation Fair values are based on quoted market prices or dealer quotes.

Securities sold not yet purchased Fair values are based on quoted market prices or dealer quotes, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. Prices are provided by third-party pricing services and are based on observable market inputs.

Assets measured at fair value on a non-recurring basis as of December 31, 2017 and 2016(in thousands):

			Fair Value Measurement at December 31, 2017 Using
Description	December 31, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Gains Recognized During the Twelve Months Ended December 31
Impaired loans	$	15,186	$	—	$	—	$	15,186	$	1,251
Other real estate owned		1,488		—		—		1,488		13
Total	$	16,674	$	—	$	—	$	16,674	$	1,264

			Fair Value Measurement at December 31, 2016 Using
Description	December 31, 2016		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total (Losses) Recognized During the Twelve Months Ended December 31
Impaired loans	$	23,757	$	—	$	—	$	23,757	$	(2,070	)
Other real estate owned		89		—		—		89		—
Total	$	23,846	$	—	$	—	$	23,846	$	(2,070	)

Valuation methods for instruments measured at fair value on a nonrecurring basis

The following methods and assumptions were used to estimate the fair value of each class of financial instruments measured on a non-recurring basis:

Impaired loans While the overall loan portfolio is not carried at fair value, adjustments are recorded on certain loans to reflect write-downs that are based on the external appraisal value of the underlying collateral.  The external appraisals are generally based on recent sales of comparable properties which are then adjusted for the unique characteristics of the property being valued.  In the case of non-real estate collateral, reliance is placed on a variety of sources, including external estimates of value and judgments based on the experience and expertise of internal specialists within the Company’s property management group and the Company’s credit department. The valuation of the impaired loans is reviewed on a quarterly basis.  Because many of these inputs are not observable, the measurements are classified as Level 3.  

Other real estate owned Other real estate owned consists of loan collateral which has been repossessed through foreclosure. This collateral is comprised of commercial and residential real estate and other non-real estate property, including auto, recreational and marine vehicles. Other real estate owned is recorded as held for sale initially at the lower of the loan balance or fair value of the collateral.  The initial valuation of the foreclosed property is obtained through an appraisal process similar to the process described in the impaired loans paragraph above. Subsequent to foreclosure, valuations are reviewed quarterly and updated periodically, and the assets may be marked down further, reflecting a new cost basis. Fair value measurements may be based upon appraisals, third-party price opinions, or internally developed pricing methods and those measurements are classified as Level 3.

Goodwill Valuation of goodwill to determine impairment is performed annually, or more frequently if there is an event or circumstance that would indicate impairment may have occurred. The process involves calculations to determine the fair value of each reporting unit on a stand-alone basis. A combination of formulas using current market multiples, based on recent sales of financial institutions within the Company’s geographic marketplace, is used to estimate the fair value of each reporting unit. That fair value is compared to the carrying amount of the reporting unit, including its recorded goodwill. Impairment is considered to have occurred if the fair value of the reporting unit is lower than the carrying amount of the reporting unit. The fair value of the Company’s common stock relative to its computed book value per share is also considered as part of the overall evaluation. These measurements are classified as Level 3.

Fair value disclosures require disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis.

  The estimated fair value of the Company’s financial instruments at December 31, 2017 and 2016 are as follows (in thousands):

	Fair Value Measurement at December 31, 2017 Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Estimated Fair Value
FINANCIAL ASSETS
Cash and short-term investments	$	1,936,084	$	1,749,618	$	186,466	$	—	$	1,936,084
Securities available for sale		6,258,577		51,909		6,206,668		—		6,258,577
Securities held to maturity		1,261,014		—		1,207,447		—		1,207,447
Trading securities		54,055		14,337		39,718		—		54,055
Other securities		65,897		—		65,897		—		65,897
Loans (exclusive of allowance for loan loss)		11,281,973		—		11,318,764		—		11,318,764
Derivatives		10,149		—		10,149		—		10,149
FINANCIAL LIABILITIES
Demand and savings deposits		16,742,736		16,742,736		—		—		16,742,736
Time deposits		1,280,264		—		1,280,264		—		1,280,264
Other borrowings		1,260,704		11,334		1,249,370		—		1,260,704
Long-term debt		79,281		—		79,496		—		79,496
Derivatives		8,906		—		8,906		—		8,906
OFF-BALANCE SHEET ARRANGEMENTS
Commitments to extend credit for loans										6,654
Commercial letters of credit										136
Standby letters of credit										2,514

	Fair Value Measurement at December 31, 2016 Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Estimated Fair Value
FINANCIAL ASSETS
Cash and short-term investments	$	1,462,267	$	1,138,850	$	323,417	$	—	$	1,462,267
Securities available for sale		6,466,334		160,701		6,305,633		—		6,466,334
Securities held to maturity		1,115,932		—		1,106,068		—		1,106,068
Trading securities		39,536		28,495		11,041		—		39,536
Other securities		68,306		—		68,306		—		68,306
Loans (exclusive of allowance for loan loss)		10,545,662		—		10,572,292		—		10,572,292
Derivatives		10,873		—		10,873		—		10,873
FINANCIAL LIABILITIES
Demand and savings deposits		15,434,893		15,434,893		—		—		15,434,893
Time deposits		1,135,721		—		1,135,721		—		1,135,721
Other borrowings		1,856,937		419,843		1,437,094		—		1,856,937
Long-term debt		76,772		—		77,025		—		77,025
Derivatives		11,329		—		11,329		—		11,329
OFF-BALANCE SHEET ARRANGEMENTS
Commitments to extend credit for loans										5,604
Commercial letters of credit										142
Standby letters of credit										2,527

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

Securities held to maturity Fair value of held-to-maturity securities are estimated by discounting the future cash flows using current market rates.

Other securities Amount consists of FRB and FHLB stock held by the Company, PCM equity-method investments, and other miscellaneous investments.  The fair value of FRB and FHLB stock is considered to be the carrying value as no readily determinable market exists for these investments because they can only be redeemed with the FRB or FHLB. The fair value of PCM marketable equity-method investments are based on quoted market prices used to estimate the value of the underlying investment.  For non-marketable equity-method investments, the Company’s proportionate share of the income or loss is recognized on a one-quarter lag based on the valuation of the underlying investments.

Loans Fair values are estimated for portfolios with similar financial characteristics.  Loans are segregated by type, such as commercial, real estate, consumer, and credit card.  Each loan category is further segmented into fixed and variable interest rate categories.  The fair value of loans are based on quoted market prices for similar instruments or estimated using discounting the future cash flow analysis. The discount rates used are estimated using comparable market rates for similar types of instruments adjusted to be commensurate with the credit risk, overhead costs, and optionality of such instruments.

Demand and savings deposits The fair value of demand deposits and savings accounts is the amount payable on demand at December 31, 2017 and 2016.  

Time deposits The fair value of fixed-maturity certificates of deposit is estimated by discounting the future cash flows using the rates that are currently offered for deposits of similar remaining maturities.

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

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

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

XML

PARENT COMPANY FINANCIAL INFORMATION

12 Months Ended

Dec. 31, 2017

Condensed Financial Information Of Parent Company Only Disclosure [Abstract]

PARENT COMPANY FINANCIAL INFORMATION

19. PARENT COMPANY FINANCIAL INFORMATION

UMB FINANCIAL CORPORATION

BALANCE SHEETS (in thousands)

	December 31,
	2017		2016
ASSETS
Investment in subsidiaries:
Banks	$	1,815,953	$	1,662,326
Non-banks		149,145		214,633
Total investment in subsidiaries		1,965,098		1,876,959
Goodwill on purchased affiliates		5,011		5,011
Cash		260,621		65,254
Securities available for sale and other		68,550		90,759
Total assets	$	2,299,280	$	2,037,983
LIABILITIES AND SHAREHOLDERS' EQUITY
Long-term debt	$	68,285	$	67,256
Accrued expenses and other		49,464		8,343
Total liabilities		117,749		75,599
Shareholders' equity		2,181,531		1,962,384
Total liabilities and shareholders' equity	$	2,299,280	$	2,037,983

STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (in thousands)

	Year Ended December 31,
	2017			2016			2015
INCOME
Dividends and income received from subsidiaries	$	55,000		$	47,000		$	27,913
Service fees from subsidiaries		43,691			40,579			42,212
Other		10,390			4,207			891
Total income		109,081			91,786			71,016
EXPENSE
Salaries and employee benefits		43,716			38,198			41,019
Other		18,652			20,436			22,051
Total expense		62,368			58,634			63,070
Income before income taxes and equity in undistributed earnings of subsidiaries		46,713			33,152			7,946
Income tax benefit		(1,202	)		(3,903	)		(4,703	)
Income before equity in undistributed earnings of subsidiaries		47,915			37,055			12,649
Equity in undistributed earnings of subsidiaries:
Banks		140,873			119,551			95,942
Non-Banks		(5,812	)		(2,972	)		(12,033	)
Income from continuing operations		182,976			153,634			96,558
Income from discontinued operations		64,129			5,167			19,515
Net income	$	247,105		$	158,801		$	116,073
Other comprehensive income (loss)		12,017			(53,824	)		(14,724	)
Comprehensive income	$	259,122		$	104,977		$	101,349

STATEMENTS OF CASH FLOWS (in thousands)

	Year Ended December 31,
	2017			2016			2015
OPERATING ACTIVITIES
Net income		247,105		$	158,801		$	116,073
Adjustments to reconcile net income to cash provided by operating activities:
Equity in earnings of subsidiaries		(146,367	)		(163,993	)		(128,601	)
Dividends received from subsidiaries		96,391			54,000			27,913
Depreciation and amortization		424			457			332
Equity based compensation		13,316			11,735			10,751
Net tax benefit related to equity compensation plans		3,612			1,073			944
Gains on sales of assets		(103,715	)		—			—
Changes in other assets and liabilities, net		5,424			(11,717	)		220
Net cash provided by operating activities		116,190			50,356			27,632
INVESTING ACTIVITIES
Net capital investment in subsidiaries		(37,474	)		(10,006	)		(16,513	)
Net cash activity from divestitures and acquisitions		168,361			—			24,962
Net (increase) decrease in securities available for sale		1,575			(1,034	)		211
Net cash (used in) provided by investing activities		132,462			(11,040	)		8,660
FINANCING ACTIVITIES
Cash dividends paid		(51,876	)		(49,038	)		(45,967	)
Proceeds from exercise of stock options and sales of treasury stock		13,867			16,911			11,606
Purchases of treasury stock		(15,276	)		(16,367	)		(8,457	)
Net cash used in financing activities		(53,285	)		(48,494	)		(42,818	)
Net decrease in cash		195,367			(9,178	)		(6,526	)
Cash and cash equivalents at beginning of period		65,254			74,432			80,958
Cash and cash equivalents at end of period	$	260,621		$	65,254		$	74,432

XML

SUMMARY OF OPERATING RESULTS BY QUARTER

12 Months Ended

Dec. 31, 2017

Quarterly Financial Information Disclosure [Abstract]

SUMMARY OF OPERATING RESULTS BY QUARTER

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

	Three Months Ended
2017	March 31		June 30		Sept 30		Dec 31
Interest income	$	144,690	$	151,211	$	157,895	$	163,116
Interest expense		10,375		13,817		17,037		16,770
Net interest income		134,315		137,394		140,858		146,346
Provision for loan losses		9,000		14,500		11,500		6,000
Noninterest income		102,917		110,306		104,306		106,033
Noninterest expense		173,810		176,939		171,821		182,559
Income tax expense		12,446		11,490		12,971		16,463
Net income from continuing operations	$	41,976	$	44,771	$	48,872	$	47,357

2016	March 31 (1)		June 30 (1)		Sept 30		Dec 31
Interest income	$	124,086	$	127,897	$	132,038	$	139,010
Interest expense		6,194		6,687		7,273		7,554
Net interest income		117,892		121,210		124,765		131,456
Provision for loan losses		5,000		7,000		13,000		7,500
Noninterest income		97,965		102,774		103,542		98,230
Noninterest expense		165,268		168,419		165,211		167,847
Income tax expense		11,240		12,102		10,674		10,939
Net income from continuing operations	$	34,349	$	36,463	$	39,422	$	43,400

Per Share	Three Months Ended
2017	March 31		June 30		Sept 30		Dec 31
Net income from continuing operations - basic	$	0.85	$	0.91	$	0.99	$	0.96
Net income from continuing operations - diluted		0.84		0.90		0.98		0.95
Dividend		0.255		0.255		0.255		0.275
Book value		40.34		41.42		42.15		43.72

Per Share
2016	March 31 (1)		June 30 (1)		Sept 30		Dec 31
Net income from continuing operations - basic	$	0.70	$	0.75	$	0.81	$	0.89
Net income from continuing operations - diluted		0.70		0.74		0.80		0.87
Dividend		0.245		0.245		0.245		0.255
Book value		39.38		40.44		40.86		39.51

(1) During the third quarter of 2016, the Company early adopted ASU No. 2016-09 with an effective date of January 1, 2016. As part of the adoption of this standard, the Company made an accounting policy election to account for stock compensation forfeitures on an actual basis and discontinue the use of an estimated forfeiture approach.  This change required a modified retrospective adoption, via a cumulative effect adjustment and recasting of first quarter and second quarter 2016 operating results.  The impact of this adoption was an increase to net income of $158 thousand and $220 thousand for the first and second quarters, respectively. Additionally, basic and diluted net income per share increased $0.01 for both periods.  

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

Nature Of Operations

UMB Financial Corporation is a bank holding company, which offers a wide range of banking and other financial services to its customers through its branches and offices in the states of Missouri, Kansas, Colorado, Illinois, Oklahoma, Texas, Arizona, Nebraska, Pennsylvania, South Dakota, Indiana, Utah, Minnesota, California, and Wisconsin. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements.  These estimates and assumptions also impact reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Following is a summary of the more significant accounting policies to assist the reader in understanding the financial presentation.

Consolidation

Consolidation

The Company and its wholly owned subsidiaries are included in the Consolidated Financial Statements (references hereinafter to the “Company” in these Notes to Consolidated Financial Statements include wholly owned subsidiaries).  Intercompany accounts and transactions have been eliminated in consolidation.

Revenue Recognition

Revenue Recognition

Interest on loans and securities is recognized based on rate times the principal amount outstanding.  This includes the impact of amortization of premiums and discounts.  Interest accrual is discontinued when, in the opinion of management, the likelihood of collection becomes doubtful.  Other noninterest income is recognized as services are performed or revenue-generating transactions are executed.

Cash and cash equivalents

Cash and cash equivalents

Cash and cash equivalents include Cash and due from banks and amounts due from the FRB.  Cash on hand, cash items in the process of collection, and amounts due from correspondent banks are included in Cash and due from banks.  Amounts due from the FRB are interest-bearing for all periods presented and are included in the Interest-bearing due from banks line on the Company’s Consolidated Balance Sheets.

This table provides a summary of cash and cash equivalents as presented on the Consolidated Statements of Cash Flows as of December 31, 2017 and 2016 (in thousands):

	December 31,
	2017		2016
Due from the FRB	$	1,323,539	$	641,850
Cash and due from banks		392,723		422,117
Cash and cash equivalents at end of year	$	1,716,262	$	1,063,967

Also included in the Interest-bearing due from banks line, but not considered cash and cash equivalents are interest-bearing accounts held at other financial institutions, which totaled $28.2 million and $74.0 million at December 31, 2017 and 2016, respectively.

Loans and Loans Held for Sale

Loans and Loans Held for Sale

Loans are classified by the portfolio segments of commercial, real estate, consumer, and leases.  The portfolio segments are further disaggregated into the loan classes of commercial, asset-based, factoring, commercial credit card, real estate – construction, real estate – commercial, real estate – residential, real estate – HELOC, consumer – credit card, consumer – other, and leases.

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

A loan is accounted for as a troubled debt restructuring when a concession had been granted to a debtor experiencing financial difficulties.  The Company’s modifications generally include interest rate adjustments, and amortization and maturity date extensions.  These modifications allow the debtor short-term cash relief to allow them to improve their financial condition.  Restructured loans are individually evaluated for impairment as part of the allowance for loan loss analysis.

Loans, including those that are considered to be impaired and restructured, are evaluated regularly by management.  Loans are considered delinquent when payment has not been received within 30 days of its contractual due date.Loans are placed on non-accrual status when the collection of interest or principal is 90 days or more past due, unless the loan is adequately secured and in the process of collection.  When a loan is placed on non-accrual status, any interest previously accrued but not collected is reversed against current income. Loans may be returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.  Interest payments received on non-accrual loans are applied to principal unless the remaining principal balance has been determined to be fully collectible.  

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

The Company maintains a reserve, separate from the allowance for loan losses, to address the risk of loss associated with loan contingencies, which is included in the Accrued expenses and taxes line item in the Consolidated Balance Sheets.  In order to maintain the reserve for off-balance sheet items at an appropriate level, a provision to increase or reduce the reserve is included in the Company’s Consolidated Statements of Income.  The level of the reserve will be adjusted as needed to maintain the reserve at a specified level in relation to contingent loan risk.  The risk of loss arising from un-funded loan commitments has been assessed by dividing the contingencies into pools of similar loan commitments and by applying two factors to each pool.  The gross amount of contingent exposure is first multiplied by a potential use factor to estimate the degree to which the unused commitments might reasonably be expected to be used in a time of high usage.  The resultant figure is then multiplied by a factor to estimate the risk of loss assuming funding of these loans.  The potential loss estimates for each segment of the portfolio are added to arrive at a total potential loss estimate that is used to set the reserve.

Purchased loans are recorded at estimated fair value at the acquisition date with no carryover of the related allowance.  Purchased loans are segregated between those considered to be performing, non-purchased credit impaired loans (Non-PCI), and those with evidence of credit deterioration, purchased credit impaired loans (PCI).  Purchased loans are considered impaired if there is evidence of credit deterioration and if it is probable, at acquisition, that all contractually required payments will not be collected.

Loans held for sale are carried at the lower of aggregate cost or market value. Loan fees (net of certain direct loan origination costs) on loans held for sale are deferred until the related loans are sold or repaid. Gains or losses on loan sales are recognized at the time of sale and determined using the specific identification method.

Securities

Securities

Debt securities available for sale principally include U.S. Treasury and agency securities, Government Sponsored Entity (GSE) mortgage-backed securities, certain securities of state and political subdivisions, and corporates.  Securities classified as available for sale are measured at fair value.  Unrealized holding gains and losses are excluded from earnings and reported in Accumulated other comprehensive income (loss) (AOCI) until realized.  Realized gains and losses on sales are computed by the specific identification method at the time of disposition and are shown separately as a component of noninterest income.

Securities held to maturity are carried at amortized historical cost based on management’s intention, and the Company’s ability to hold them to maturity.  The Company classifies certain securities of state and political subdivisions as held to maturity.  

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

Equity-method investments

Equity-method investments

The Company accounts for certain other investments using equity-method accounting.  For non-marketable equity-method investments, the Company’s proportionate share of the income or loss is recognized on a one-quarter lag.  When transparency in pricing exists, other investments are considered marketable equity-method investments.  For marketable equity-method investments, the Company recognizes its proportionate share of income or loss as of the date of the Company’s Consolidated Financial Statements.  

Goodwill and Other Intangibles

Goodwill and Other Intangibles

Goodwill is tested for impairment annually and more frequently whenever events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value.  To test goodwill for impairment, the Company performs a qualitative assessment of each reporting unit.  If the Company determines, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not greater than the carrying amount, the quantitative impairment test is not required.  Otherwise, the Company compares the fair value of its reporting units to their carrying amounts to determine if an impairment exists and the amount of impairment loss.  An impairment loss is measured as the excess of the carrying value of a reporting unit’s goodwill over its fair value.  As a result of such impairment analysis, the Company has not recognized an impairment charge.  

No goodwill impairments were recognized in 2017, 2016, or 2015.  Other intangible assets are amortized over a period of up to 17 years and are evaluated for impairment when events or circumstances dictate.   No intangible asset impairments were recognized in 2017, 2016, or 2015.  The Company does not have any indefinite lived intangible assets.

Premises and Equipment

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation, which is computed primarily on the straight line method.  Premises are depreciated over 15 to 40 year lives, while equipment is depreciated over lives of 3 to 20 years.  Gains and losses from the sale of Premises and equipment are included in Other noninterest income and Other noninterest expense, respectively.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Long-lived assets, including Premises and equipment, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or group of assets may not be recoverable.  The impairment review includes a comparison of future cash flows expected to be generated by the asset or group of assets to their current carrying value.  If the carrying value of the asset or group of assets exceeds expected cash flows (undiscounted and without interest charges), an impairment loss is recognized to the extent the carrying value exceeds fair value.  No impairments were recognized in 2017, 2016, or 2015.

Income Taxes

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.  Under this method, deferred tax assets and liabilities are measured based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the periods in which the differences are expected to reverse.  The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.  The provision for deferred income taxes represents the change in the deferred income tax accounts during the year excluding the tax effect of the change in net unrealized gain (loss) on securities available for sale.

The Company records deferred tax assets to the extent these assets will more likely than not be realized. All available evidence is considered in making such determination, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is recorded for the portion of deferred tax assets that do not meet the more-likely-than-not threshold, and any changes to the valuation allowance are recorded in income tax expense.

The Company records the financial statement effects of an income tax position when it is more likely than not, based on the technical merits, that it will be sustained upon examination. A tax position that meets the more-likely-than-not recognition threshold is measured and recorded as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority. Previously recognized tax positions are derecognized in the first period in which it is no longer more likely than not that the tax position will be sustained. The benefit associated with previously unrecognized tax positions are generally recognized in the first period in which the more-likely-than-not threshold is met at the reporting date, the tax matter is ultimately settled through negotiation or litigation or when the related statute of limitations for the relevant taxing authority to examine and challenge the tax position has expired. The recognition, derecognition and measurement of tax positions are based on management’s best judgment given the facts, circumstance and information available at the balance sheet date.  

The Company recognizes accrued interest related to unrecognized tax benefits in interest expense and penalties in other noninterest expense.  Accrued interest and penalties are included within the related liability lines in the Consolidated Balance Sheets.  For the year ended December 31, 2017, the Company has recognized an immaterial amount in interest and penalties related to the unrecognized tax benefits.

Derivatives

Derivatives

The Company records all derivatives on the Consolidated Balance Sheets at fair value.  The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Currently, four of the Company’s derivatives are designated in qualifying hedging relationships.  However, the remainder of the Company’s derivatives are not designated in qualifying hedging relationships, as the derivatives are not used to manage risks within the Company’s assets or liabilities. All changes in fair value of the Company’s non-designated derivatives are recognized directly in earnings.  Changes in fair value of the Company’s fair value hedges are recognized directly in earnings. The effective portion of changes in fair value of the Company’s cash flow hedges are recognized in AOCI.  The ineffective portion of changes in fair value of the cash flow hedges is recognized directly in earnings.  

Per Share Data

Per Share Data

Basic income per share is computed based on the weighted average number of shares of common stock outstanding during each period.  Diluted year-to-date income per share includes the dilutive effect of 615,629, 448,742, and 453,082 shares issuable upon the exercise of stock options and nonvested restricted shares granted by the Company that were outstanding at December 31, 2017, 2016, and 2015, respectively.

Options issued under employee benefit plans to purchase 149,413, 390,503, and 455,998 shares of common stock were outstanding at December 31, 2017, 2016, and 2015, respectively, but were not included in the computation of diluted earnings per share because the options were anti-dilutive.

Accounting for Stock-Based Compensation

Accounting for Stock-Based Compensation

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award on the date of the grant.  The grant date fair value is estimated using either an option-pricing model which is consistent with the terms of the award or an observed market price, if such a price exists.  Such cost is generally recognized over the vesting period during which an employee is required to provide service in exchange for the award and, in some cases, when performance metrics are met. The Company accounts for forfeitures of stock-based compensation on an actual basis as they occur.  

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

Summary of Cash and Cash Equivalents

This table provides a summary of cash and cash equivalents as presented on the Consolidated Statements of Cash Flows as of December 31, 2017 and 2016 (in thousands):

	December 31,
	2017		2016
Due from the FRB	$	1,323,539	$	641,850
Cash and due from banks		392,723		422,117
Cash and cash equivalents at end of year	$	1,716,262	$	1,063,967

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Tables)

12 Months Ended

Dec. 31, 2017

Summary of Loan Classes and Aging of Past Due Loans

This table provides a summary of loan classes and an aging of past due loans at December 31, 2017 and 2016 (in thousands):

	December 31, 2017
	30-89 Days Past Due and Accruing		Greater than 90 Days Past Due and Accruing		Non- Accrual Loans		Total Past Due		Current		Total Loans
Commercial:
Commercial	$	11,216	$	672	$	38,644	$	50,532	$	4,502,508	$	4,553,040
Asset-based		—		—		—		—		336,614		336,614
Factoring		—		—		—		—		221,672		221,672
Commercial – credit card		387		79		—		466		171,825		172,291
Real estate:
Real estate – construction		6,666		243		93		7,002		710,847		717,849
Real estate – commercial		832		—		16,115		16,947		3,546,683		3,563,630
Real estate – residential		791		—		929		1,720		636,871		638,591
Real estate – HELOC		1,254		—		3,013		4,267		644,112		648,379
Consumer:
Consumer – credit card		2,155		2,057		312		4,524		248,173		252,697
Consumer – other		835		40		36		911		150,872		151,783
Leases		—		—		—		—		23,967		23,967
Total loans	$	24,136	$	3,091	$	59,142	$	86,369	$	11,194,144	$	11,280,513

	December 31, 2016
	30-89 Days Past Due and Accruing		Greater than 90 Days Past Due and Accruing		Non- Accrual Loans		Total Past Due		PCI Loans		Current		Total Loans
Commercial:
Commercial	$	3,285	$	49	$	35,777	$	39,111	$	—	$	4,371,695	$	4,410,806
Asset-based		—		—		—		—		—		225,878		225,878
Factoring		—		—		—		—		—		139,902		139,902
Commercial – credit card		612		10		8		630		—		146,105		146,735
Real estate:
Real estate – construction		3		—		181		184		—		741,620		741,804
Real estate – commercial		1,303		1,004		16,423		18,730				3,147,192		3,165,922
Real estate – residential		1,034		6		1,344		2,384		—		545,966		548,350
Real estate – HELOC		588		—		4,736		5,324		—		706,470		711,794
Consumer:
Consumer – credit card		2,228		2,115		475		4,818		—		265,280		270,098
Consumer – other		1,061		181		11,315		12,557		800		126,205		139,562
Leases		—		—		—		—		—		39,532		39,532
Total loans	$	10,114	$	3,365	$	70,259	$	83,738	$	800	$	10,455,845	$	10,540,383

Rollforward of Allowance for Loan Losses by Portfolio Segment

This table provides a rollforward of the allowance for loan losses by portfolio segment for the year ended December 31, 2017 (in thousands):

	Year Ended December 31, 2017
	Commercial			Real estate			Consumer			Leases			Total
Allowance for loan losses:
Beginning balance	$	71,657		$	10,569		$	9,311		$	112		$	91,649
Charge-offs		(27,985	)		(992	)		(9,629	)		—			(38,606	)
Recoveries		3,522			966			2,073			—			6,561
Provision		33,962			(1,231	)		8,328			(59	)		41,000
Ending Balance	$	81,156		$	9,312		$	10,083		$	53		$	100,604
Ending Balance: individually evaluated for    impairment	$	6,605		$	78		$	—		$	—		$	6,683
Ending Balance: collectively evaluated for    impairment		74,551			9,234			10,083			53			93,921
Loans:
Ending Balance: loans	$	5,283,617		$	5,568,449		$	404,480		$	23,967		$	11,280,513
Ending Balance: individually evaluated for    impairment		61,820			12,956			—			—			74,776
Ending Balance: collectively evaluated for    impairment		5,221,797			5,555,493			404,480			23,967			11,205,737

This table provides a rollforward of the allowance for loan losses by portfolio segment for the year ended December 31, 2016 (in thousands):

	Year Ended December 31, 2016
	Commercial			Real estate			Consumer			Leases			Total
Allowance for loan losses:
Beginning balance	$	63,847		$	8,220		$	8,949		$	127		$	81,143
Charge-offs		(12,788	)		(6,756	)		(9,279	)		—			(28,823	)
Recoveries		3,596			985			2,248			—			6,829
Provision		17,002			8,120			7,393			(15	)		32,500
Ending Balance	$	71,657		$	10,569		$	9,311		$	112		$	91,649
Ending Balance: individually evaluated for    impairment	$	7,866		$	68		$	—		$	—		$	7,934
Ending Balance: collectively evaluated for    impairment		63,791			10,501			9,311			112			83,715
Ending Balance: PCI Loans		—			—			—			—			—
Loans:
Ending Balance: loans	$	4,923,321		$	5,167,870		$	409,660		$	39,532		$	10,540,383
Ending Balance: individually evaluated for    impairment		74,351			13,314			—			—			87,665
Ending Balance: collectively evaluated for    impairment		4,848,970			5,154,556			408,860			39,532			10,451,918
Ending Balance: PCI Loans		—			—			800			—			800

This table provides a rollforward of the allowance for loan losses by portfolio segment for the year ended December 31, 2015 (in thousands):

	Year Ended December 31, 2015
	Commercial			Real estate			Consumer			Leases			Total
Allowance for loan losses:
Beginning balance	$	55,349		$	10,725		$	9,921		$	145		$	76,140
Charge-offs		(5,239	)		(214	)		(9,658	)		—			(15,111	)
Recoveries		1,824			321			2,469			—			4,614
Provision		11,913			(2,612	)		6,217			(18	)		15,500
Ending Balance	$	63,847		$	8,220		$	8,949		$	127		$	81,143
Ending Balance: individually evaluated for    impairment	$	5,668		$	196		$	—		$	—		$	5,864
Ending Balance: collectively evaluated for    impairment		58,179			8,024			8,949			127			75,279
Ending Balance: PCI Loans		—			—			—			—			—
Loans:
Ending Balance: loans	$	4,641,027		$	4,301,530		$	446,347		$	41,857		$	9,430,761
Ending Balance: individually evaluated for    impairment		68,004			7,747			2,574			—			78,325
Ending Balance: collectively evaluated for    impairment		4,573,023			4,292,728			441,772			41,857			9,349,380
Ending Balance: PCI Loans		—			1,055			2,001			—			3,056

Analysis of Impaired Loans

This table provides an analysis of impaired loans by class for the year ended December 31, 2017 (in thousands):

	As of December 31,  2017
	Unpaid Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
Commercial:
Commercial	$	84,749	$	44,525	$	16,465	$	60,990	$	6,299	$	65,385
Asset-based		—		—		—		—		—		—
Factoring		830		—		830		830		306		207
Commercial – credit card		—		—		—		—		—		—
Real estate:
Real estate – construction		108		93		—		93		—		148
Real estate – commercial		16,284		7,968		4,477		12,445		3		10,506
Real estate – residential		427		321		97		418		75		221
Real estate – HELOC		—		—		—		—		—		—
Consumer:
Consumer – credit card		—		—		—		—		—		—
Consumer – other		—		—		—		—		—		8
Leases		—		—		—		—		—		—
Total	$	102,398	$	52,907	$	21,869	$	74,776	$	6,683	$	76,475

This table provides an analysis of impaired loans by class for the year ended December 31, 2016 (in thousands):

	As of December 31,  2016
	Unpaid Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
Commercial:
Commercial	$	80,405	$	43,260	$	31,091	$	74,351	$	7,866	$	69,776
Asset-based		—		—		—		—		—		—
Factoring		—		—		—		—		—		—
Commercial – credit card		—		—		—		—		—		—
Real estate:
Real estate – construction		510		181		113		294		68		405
Real estate – commercial		18,107		12,303		487		12,790		—		8,956
Real estate – residential		231		230		—		230		—		520
Real estate – HELOC		—		—		—		—		—		79
Consumer:
Consumer – credit card		—		—		—		—		—		—
Consumer – other		—		—		—		—		—		1,981
Leases		—		—		—		—		—		—
Total	$	99,253	$	55,974	$	31,691	$	87,665	$	7,934	$	81,717

This table provides an analysis of impaired loans by class for the year ended December 31, 2015 (in thousands):

	As of December 31,  2015
	Unpaid Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
Commercial:
Commercial	$	72,739	$	40,648	$	27,356	$	68,004	$	5,668	$	41,394
Asset-based		—		—		—		—		—		—
Factoring		—		—		—		—		—		—
Commercial – credit card		—		—		—		—		—		—
Real estate:
Real estate – construction		782		331		118		449		42		802
Real estate – commercial		7,117		4,891		1,275		6,166		154		7,768
Real estate – residential		1,054		939		—		939		—		1,433
Real estate – HELOC		214		193		—		193		—		162
Consumer:
Consumer – credit card		—		—		—		—		—		—
Consumer – other		2,574		2,574		—		2,574		—		1,795
Leases		—		—		—		—		—		—
Total	$	84,480	$	49,576	$	28,749	$	78,325	$	5,864	$	53,354

Originated and Non-PCI Loans [Member]

Credit Risk Profile by Risk Rating and Based on Payment Activity

This table provides an analysis of the credit risk profile of each loan class excluded from ASC 310-30, Loans and Debt Securities Purchased with Deteriorated Credit Quality, at December 31, 2017 and December 31, 2016 (in thousands):

Credit Exposure

Credit Risk Profile by Risk Rating

Originated and Non-PCI Loans

	Commercial				Asset-based				Factoring
	December 31, 2017		December 31, 2016		December 31, 2017		December 31, 2016		December 31, 2017		December 31, 2016
Non-watch list	$	4,048,238	$	4,043,704	$	306,899	$	198,695	$	220,795	$	139,358
Watch		162,788		99,815		—		—		—		—
Special Mention		106,638		32,240		29,715		24,809		47		129
Substandard		235,376		235,047		—		2,374		830		415
Total	$	4,553,040	$	4,410,806	$	336,614	$	225,878	$	221,672	$	139,902

	Real estate – construction				Real estate – commercial
	December 31, 2017		December 31, 2016		December 31, 2017		December 31, 2016
Non-watch list	$	716,830	$	741,022	$	3,434,982	$	3,071,804
Watch		631		149		50,715		43,015
Special Mention		—		—		35,940		5,140
Substandard		388		633		41,993		45,963
Total	$	717,849	$	741,804	$	3,563,630	$	3,165,922

Credit Exposure

Credit Risk Profile Based on Payment Activity

Originated and Non-PCI Loans

	Commercial – credit card				Real estate – residential				Real estate – HELOC
	December 31, 2017		December 31, 2016		December 31, 2017		December 31, 2016		December 31, 2017		December 31, 2016
Performing	$	172,291	$	146,727	$	637,662	$	547,006	$	645,366	$	707,058
Non-performing		—		8		929		1,344		3,013		4,736
Total	$	172,291	$	146,735	$	638,591	$	548,350	$	648,379	$	711,794

	Consumer – credit card				Consumer – other				Leases
	December 31, 2017		December 31, 2016		December 31, 2017		December 31, 2016		December 31, 2017		December 31, 2016
Performing	$	252,385	$	269,623	$	151,747	$	127,447	$	23,967	$	39,532
Non-performing		312		475		36		11,315		—		—
Total	$	252,697	$	270,098	$	151,783	$	138,762	$	23,967	$	39,532

XML

SECURITIES (Tables)

12 Months Ended

Dec. 31, 2017

Securities Available for Sale

This table provides detailed information about securities available for sale at December 31, 2017 and 2016 (in thousands):

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
2017	Cost		Gains		Losses			Value
U.S. Treasury	$	40,092	$	—	$	(1,449	)	$	38,643
U.S. Agencies		14,762		—		(10	)		14,752
Mortgage-backed		3,719,369		1,914		(72,040	)		3,649,243
State and political subdivisions		2,546,517		11,965		(15,809	)		2,542,673
Corporates		13,278		—		(12	)		13,266
Total	$	6,334,018	$	13,879	$	(89,320	)	$	6,258,577

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
2016	Cost		Gains		Losses			Value
U.S. Treasury	$	95,315	$	37	$	(1,526	)	$	93,826
U.S. Agencies		198,158		67		(48	)		198,177
Mortgage-backed		3,773,090		7,069		(68,460	)		3,711,699
State and political subdivisions		2,425,155		7,391		(36,789	)		2,395,757
Corporates		66,997		5		(127	)		66,875
Total	$	6,558,715	$	14,569	$	(106,950	)	$	6,466,334

Gross Unrealized Losses and Fair Value of Investment Securities Available for Sale

The following table shows the Company’s available for sale investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2017 and 2016 (in thousands).

	Less than 12 months					12 months or more					Total
2017	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Description of Securities
U.S. Treasury	$	9,851	$	(64	)	$	28,792	$	(1,385	)	$	38,643	$	(1,449	)
U.S. Agencies		14,553		(10	)		—		—			14,553		(10	)
Mortgage-backed		1,990,006		(19,980	)		1,562,333		(52,060	)		3,552,339		(72,040	)
State and political subdivisions		1,076,930		(7,325	)		376,560		(8,484	)		1,453,490		(15,809	)
Corporates		13,266		(12	)		—		—			13,266		(12	)
Total temporarily-impaired debt securities    available for sale	$	3,104,606	$	(27,391	)	$	1,967,685	$	(61,929	)	$	5,072,291	$	(89,320	)

	Less than 12 months					12 months or more					Total
2016	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Description of Securities
U.S. Treasury	$	48,678	$	(1,526	)	$	—	$	—		$	48,678	$	(1,526	)
U.S. Agencies		103,979		(34	)		9,989		(14	)		113,968		(48	)
Mortgage-backed		2,735,868		(55,035	)		269,637		(13,425	)		3,005,505		(68,460	)
State and political subdivisions		1,748,922		(36,639	)		8,565		(150	)		1,757,487		(36,789	)
Corporates		41,966		(90	)		17,982		(37	)		59,948		(127	)
Total temporarily-impaired debt securities    available for sale	$	4,679,413	$	(93,324	)	$	306,173	$	(13,626	)	$	4,985,586	$	(106,950	)

Schedule of Federal Reserve Bank Stock and Federal Home Loan Bank Stock and Other Securities

The table below provides detailed information for Federal Reserve Bank stock and Federal Home Loan Bank stock and other securities at December 31, 2017 and 2016 (in thousands):

			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
2017	Cost		Gains		Losses		Value
FRB and FHLB stock	$	33,262	$	—	$	—	$	33,262
Other securities – marketable		3		4,637		—		4,640
Other securities – non-marketable		26,606		1,389		—		27,995
Total Federal Reserve Bank stock and other	$	59,871	$	6,026	$	—	$	65,897
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
2016	Cost		Gains		Losses		Value
FRB and FHLB stock	$	33,262	$	—	$	—	$	33,262
Other securities – marketable		4		9,948		—		9,952
Other securities – non-marketable		24,272		820		—		25,092
Total Federal Reserve Bank stock and other	$	57,538	$	10,768	$	—	$	68,306

Available-for-sale Securities [Member]

Contractual Maturity Information

The following table presents contractual maturity information for securities available for sale at December 31, 2017 (in thousands):

	Amortized		Fair
	Cost		Value
Due in 1 year or less	$	288,991	$	288,776
Due after 1 year through 5 years		1,128,445		1,126,389
Due after 5 years through 10 years		834,047		832,221
Due after 10 years		363,166		361,948
Total		2,614,649		2,609,334
Mortgage-backed securities		3,719,369		3,649,243
Total securities available for sale	$	6,334,018	$	6,258,577

Held-to-maturity Securities [Member]

Contractual Maturity Information

The following table shows the Company’s held to maturity investments’ amortized cost, fair value, and gross unrealized gains and losses at December 31, 2017 and net unrealized gains, aggregated by maturity category, at December 31, 2016, respectively (in thousands).

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
2017	Cost		Gains		Losses			Value
State and political subdivisions:
Due in 1 year or less	$	2,275	$	3	$	(24	)	$	2,254
Due after 1 year through 5 years		100,648		3,111		(2,834	)		100,925
Due after 5 years through 10 years		372,234		5,006		(14,117	)		363,123
Due after 10 years		785,857		6,952		(51,664	)		741,145
Total state and political subdivisions	$	1,261,014	$	15,072	$	(68,639	)	$	1,207,447

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
2016	Cost		Gains		Losses			Value
State and political subdivisions:
Due in 1 year or less	$	6,077	$	5	$	(947	)	$	5,135
Due after 1 year through 5 years		82,650		2,376		(1,474	)		83,552
Due after 5 years through 10 years		341,741		8,854		(3,021	)		347,574
Due after 10 years		685,464		15,717		(31,415	)		669,766
Total state and political subdivisions	$	1,115,932	$	26,952	$	(36,857	)	$	1,106,027

XML

LOANS TO OFFICERS AND DIRECTORS (Tables)

12 Months Ended

Dec. 31, 2017

Related Party Transactions [Abstract]

Activity with Respect to Aggregate Loans to Related Parties

For the years 2017 and 2016, an analysis of activity with respect to such aggregate loans to related parties appears below (in thousands):

	Year Ended December 31,
	2017			2016
Balance – beginning of year	$	321,392		$	710,085
New loans		61,697			125,868
Repayments		(94,378	)		(13,148	)
Reduction due to change in reportable loans		(101,049	)		(501,413	)
Balance – end of year	$	187,662		$	321,392

XML

GOODWILL AND OTHER INTANGIBLES (Tables)

12 Months Ended

Dec. 31, 2017

Goodwill And Intangible Assets Disclosure [Abstract]

Changes in Carrying Amount of Goodwill

Changes in the carrying amount of goodwill for the years ended December 31, 2017 and December 31, 2016 by operating segment are as follows (in thousands):

	Bank		Institutional Investment Management			Asset Servicing		Total
Balances as of January 1, 2017	$	161,391	$	47,529		$	19,476	$	228,396
Discontinued assets		—		(47,529	)		—		(47,529	)
Balances as of December 31, 2017	$	161,391	$	—		$	19,476	$	180,867
Balances as of January 1, 2016	$	161,341	$	47,529		$	19,476	$	228,346
Acquisition of Marquette		50		—			—		50
Discontinued assets		—		(47,529	)		—		(47,529	)
Balances as of December 31, 2016	$	161,391	$	—		$	19,476	$	180,867

Changes in Intangible Assets

Following are the intangible assets that continue to be subject to amortization as of December 31, 2017 and 2016 (in thousands):

	As of December 31, 2017
	Core Deposit Intangible Assets		Customer Relationships		Other Intangible Assets		Total
Gross Carrying Amount	$	50,059	$	71,342	$	3,254	$	124,655
Accumulated Amortization		42,209		58,935		3,254		104,398
Net Carrying Amounts	$	7,850	$	12,407	$	—	$	20,257

	As of December 31, 2016
	Core Deposit Intangible Assets		Customer Relationships		Other Intangible Assets		Total
Gross Carrying Amount	$	47,527	$	74,243	$	3,254	$	125,024
Accumulated Amortization		39,040		56,352		3,002		98,394
Net Carrying Amounts	$	8,487	$	17,891	$	252	$	26,630

Estimated Amortization Expense of Intangible Assets

The following table discloses the estimated amortization expense of intangible assets in future years (in thousands):

For the year ending December 31, 2018	$	5,713
For the year ending December 31, 2019		4,714
For the year ending December 31, 2020		3,759
For the year ending December 31, 2021		2,755
For the year ending December 31, 2022		1,815

XML

PREMISES AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2017

Property Plant And Equipment [Abstract]

Components of Premises and Equipment

Premises and equipment consisted of the following (in thousands):

	December 31,
	2017			2016
Land	$	46,415		$	45,634
Buildings and leasehold improvements		328,384			325,510
Equipment		148,425			150,955
Software		186,269			178,527
Total		709,493			700,626
Accumulated depreciation		(300,103	)		(288,956	)
Accumulated amortization		(133,448	)		(122,663	)
Premises and equipment, net	$	275,942		$	289,007

Minimum Future Rental Commitments for all Non-cancelable Operating Leases

Minimum future rental commitments as of December 31, 2017, for all non-cancelable operating leases are as follows (in thousands):

	2018	$	11,163
	2019		10,892
	2020		10,193
	2021		8,044
	2022		7,517
Thereafter			31,219
Total		$	79,028

XML

BORROWED FUNDS (Tables)

12 Months Ended

Dec. 31, 2017

Components of Short-Term and Long Term Debt

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

	December 31,
	2017		2016
Long-term debt:
Trust Preferred Securities:
Marquette Capital Trust I subordinated debentures 2.69% due 2036		16,636		16,356
Marquette Capital Trust II subordinated debentures 2.69% due 2036		17,285		17,020
Marquette Capital Trust III subordinated debentures 3.17% due 2036		6,804		6,705
Marquette Capital Trust IV subordinated debentures 2.92% due 2036		27,560		27,174
Kansas Equity Fund IV, L.P. 0% due 2017		—		2
Kansas Equity Fund V, L.P. 0% due 2017		—		7
Kansas Equity Fund VI, L.P. 0% due 2017		—		23
Kansas Equity Fund IX, L.P. 0% due 2023		133		202
Kansas Equity Fund X, L.P. 0% due 2021		207		272
Kansas City Equity Fund 2009, L.L.C. 0% due 2017		—		10
St. Louis Equity Fund 2007 L.L.C. 0% due 2019		13		13
St. Louis Equity Fund 2009 L.L.C. 0% due 2017		—		95
St. Louis Equity Fund 2012 L.L.C. 0% due 2020		163		243
St. Louis Equity Fund 2013 L.L.C. 0% due 2021		859		1,168
St. Louis Equity Fund 2014 L.L.C. 0% due 2022		1,209		1,507
St. Louis Equity Fund 2015, L.L.C. 0% due 2023		759		908
MHEG Community Fund 41, L.P. 0% due 2024		680		815
MHEG Community Fund 43, L.P. 0% due 2026		1,165		1,362
MHEG Community Fund 45, L.P. 0% due 2027		1,353		1,409
MHEG Community Fund 47, L.P. 0% due 2028		1,485		1,481
MHEG Community Fund 49, L.P. 0% due 2034		2,970		—
Total long-term debt		79,281		76,772
Total borrowed funds	$	79,281	$	76,772

Aggregate Annual Repayments of Long-Term Debt

Aggregate annual repayments of long-term debt at December 31, 2017, are as follows (in thousands):

	2018	$	1,519
	2019		1,678
	2020		1,896
	2021		1,565
	2022		1,183
Thereafter			71,440
Total		$	79,281

Remaining Contractual Maturities Of Repurchase Agreements

The carrying amounts and market values of the securities and the related repurchase liabilities and weighted average interest rates of the repurchase liabilities (grouped by maturity of the repurchase agreements) were as follows as of December 31, 2017 (in thousands):

	As of December 31, 2017
	Securities Market Value		Repurchase Liabilities		Weighted Average Interest Rate
Maturity of the Repurchase Liabilities
On Demand	$	1,004	$	1,000		2.49	%
2 to 30 days		1,233,478		1,248,370		1.10
Over 90 Days		—		—		—
Total	$	1,234,482	$	1,249,370		1.10	%

Repurchase Agreements [Member]

Remaining Contractual Maturities Of Repurchase Agreements

The table below presents the remaining contractual maturities of repurchase agreements outstanding at December 31, 2017, in addition to the various types of marketable securities that have been pledged as collateral for these borrowings (in thousands).

	As of December 31, 2017
	Remaining Contractual Maturities of the Agreements
Repurchase agreements, secured by:	On Demand		2-29 days		Over 90 Days		Total
U.S. Treasury	$	—	$	14,743	$	—	$	14,743
U.S. Agency		1,000		1,233,627		—		1,234,627
Total repurchase agreements	$	1,000	$	1,248,370	$	—	$	1,249,370

XML

REGULATORY REQUIREMENTS (Tables)

12 Months Ended

Dec. 31, 2017

Banking And Thrift [Abstract]

Actual Capital Amounts as well as Required and Well-Capitalized Common Equity Tier One, Tier One, Total and Tier One Leverage Ratios

Actual capital amounts as well as required and well-capitalized common equity tier 1, tier 1, total and tier 1 leverage ratios as of December 31, 2017 and 2016 for the Company and the Bank are as follows (in thousands):

	2017
	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
Common Equity Tier 1 Capital:
UMB Financial Corporation	$	2,041,504		12.95	%	$	709,309		4.50	%	$	N/A		N/A	%
UMB Bank, n. a.		1,750,297		11.19			704,062		4.50			1,016,979		6.50
Tier 1 Capital:
UMB Financial Corporation		2,041,504		12.95			945,746		6.00		N/A		N/A
UMB Bank, n. a.		1,750,297		11.19			938,750		6.00			1,251,666		8.00
Total Capital:
UMB Financial Corporation		2,213,050		14.04			1,260,994		8.00		N/A		N/A
UMB Bank, n. a.		1,853,558		11.85			1,251,666		8.00			1,564,583		10.00
Tier 1 Leverage:
UMB Financial Corporation		2,041,504		9.94			821,527		4.00		N/A		N/A
UMB Bank, n. a.		1,750,297		8.57			816,859		4.00			1,021,073		5.00
	2016
Common Equity Tier 1 Capital:
UMB Financial Corporation	$	1,789,581		11.80	%	$	682,428		4.50	%	$	N/A		N/A	%
UMB Bank, n. a.		1,613,024		10.73			676,357		4.50			976,960		6.50
Tier 1 Capital:
UMB Financial Corporation		1,789,581		11.80			909,903		6.00		N/A		N/A
UMB Bank, n. a.		1,613,024		10.73			901,809		6.00			1,202,412		8.00
Total Capital:
UMB Financial Corporation		1,951,078		12.87			1,213,205		8.00		N/A		N/A
UMB Bank, n. a.		1,707,265		11.36			1,202,412		8.00			1,503,016		10.00
Tier 1 Leverage:
UMB Financial Corporation		1,789,581		9.09			787,604		4.00		N/A		N/A
UMB Bank, n. a.		1,613,024		8.24			782,638		4.00			978,297		5.00

XML

EMPLOYEE BENEFITS (Tables)

12 Months Ended

Dec. 31, 2017

Status of Service Based Restricted Shares

The table below discloses the status of the service-based restricted shares during 2017:

	Number of Shares			Weighted Average Grant Date Fair Value
Service-Based Restricted Stock
Nonvested - December 31, 2016		524,515		$	50.74
Granted		100,671			75.00
Canceled		(25,244	)		55.85
Vested		(129,809	)		51.72
Nonvested - December 31, 2017		470,133		$	55.39

Status of Performance Based Restricted Shares

The table below discloses the status of the performance-based restricted shares during 2017:

	Number of Shares			Weighted Average Grant Date Fair Value
Performance-Based Restricted Stock
Nonvested - December 31, 2016		118,686		$	50.67
Granted		42,078			75.25
Canceled		(6,942	)		54.20
Vested		(18,608	)		57.40
Nonvested - December 31, 2017		135,214		$	57.22

Assumptions for Stock-Based Awards

The Company uses the Black-Scholes pricing model to determine the fair value of its options.  The assumptions for stock-based awards in the past three years utilized in the model are shown in the table below.  

	2017			2016			2015
Black-Scholes pricing model:
Weighted average fair value of the granted option	$	17.88		$	9.90		$	11.95
Weighted average risk-free interest rate		1.29	%		1.30	%		1.62	%
Expected option life in years		6.25			6.25			6.25
Expected volatility		24.41	%		25.71	%		26.73	%
Expected dividend yield		2.03	%		2.02	%		1.74	%

2002 Plan [Member]

Information Relating to Option Activity

The table below discloses the information relating to option activity in 2017, under the 2002 Plan:

	Number of Shares			Weighted Average Price Per Share		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Stock Options Under the 2002 Plan
Outstanding - December 31, 2016		91,461		$	39.63
Granted		—			—
Expired		(4,304	)		38.65
Exercised		(55,471	)		38.96
Outstanding - December 31, 2017		31,686		$	40.93		0.9	$	981,949
Exercisable - December 31, 2017		31,686		$	40.93		0.9	$	981,949

Long-Term Incentive Compensation Plan (LTIP) [Member]

Information Relating to Option Activity

The table below discloses the information relating to non-qualified option activity in 2017 under the LTIP:

	Number of Shares			Weighted Average Price Per Share		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Stock Options Under the LTIP
Outstanding - December 31, 2016		1,163,849		$	47.10
Granted		151,279			75.25
Canceled		(18,291	)		53.22
Expired		(678	)		49.97
Exercised		(248,698	)		42.57
Outstanding - December 31, 2017		1,047,461		$	52.13		6.4	$	20,722,166
Exercisable - December 31, 2017		345,811		$	44.89		4.0	$	9,348,718

XML

BUSINESS SEGMENT REPORTING (Tables)

12 Months Ended

Dec. 31, 2017

Segment Reporting [Abstract]

Line of Business Segment Financial Results

Segment financial results were as follows (in thousands):

	Year Ended December 31, 2017
	Bank		Asset Servicing		Total
Net interest income	$	546,000	$	12,913	$	558,913
Provision for loan losses		41,000		—		41,000
Noninterest income		328,550		95,012		423,562
Noninterest expense		616,883		88,246		705,129
Income before taxes		216,667		19,679		236,346
Income tax expense		49,522		3,848		53,370
Income from continuing operations	$	167,145	$	15,831	$	182,976
Average assets	$	19,612,450	$	783,550	$	20,396,000

	Year Ended December 31, 2016
	Bank		Asset Servicing		Total
Net interest income	$	484,716	$	10,607	$	495,323
Provision for loan losses		32,500		—		32,500
Noninterest income		309,889		92,622		402,511
Noninterest expense		582,719		84,026		666,745
Income before taxes		179,386		19,203		198,589
Income tax expense		40,406		4,549		44,955
Income from continuing operations	$	138,980	$	14,654	$	153,634
Average assets	$	18,371,950	$	1,221,050	$	19,593,000

	Year Ended December 31, 2015
	Bank		Asset Servicing		Total
Net interest income	$	406,884	$	5,183	$	412,067
Provision for loan losses		15,500		—		15,500
Noninterest income		274,376		96,283		370,659
Noninterest expense		555,962		82,976		638,938
Income before taxes		109,798		18,490		128,288
Income tax expense		26,651		5,079		31,730
Income from continuing operations	$	83,147	$	13,411	$	96,558
Average assets	$	16,801,000	$	985,000	$	17,786,000

XML

COMMON STOCK AND EARNINGS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2017

Text Block [Abstract]

Summary of Share Transactions

The following table summarizes the share transactions for the three years ended December 31, 2017 (in thousands, except for share data):

	Shares Issued		Shares in Treasury
Balance December 31, 2014		55,056,730		(9,524,542	)
Common stock issuance for acquisition		—		3,470,478
Purchase of Treasury Stock		—		(225,894	)
Sale of Treasury Stock		—		19,695
Issued for stock options & restricted stock		—		599,899
Balance December 31, 2015		55,056,730		(5,660,364	)
Purchase of Treasury Stock		—		(399,677	)
Sale of Treasury Stock		—		21,036
Issued for stock options & restricted stock		—		655,331
Balance December 31, 2016		55,056,730		(5,383,674	)
Purchase of Treasury Stock		—		(245,982	)
Sale of Treasury Stock		—		14,908
Issued for stock options & restricted stock		—		453,008
Balance December 31, 2017		55,056,730		(5,161,740	)

Shares Used in Calculation of Basic and Diluted Earnings

The shares used in the calculation of basic and diluted earnings per share, are shown below:

	For the Years Ended December 31,
	2017		2016		2015
Weighted average basic common shares outstanding		49,223,661		48,828,313		47,126,252
Dilutive effect of stock options and restricted stock		615,629		448,742		453,082
Weighted average diluted common shares outstanding		49,839,290		49,277,055		47,579,334

XML

COMMITMENTS, CONTINGENCIES AND GUARANTEES (Tables)

12 Months Ended

Dec. 31, 2017

Commitments And Contingencies Disclosure [Abstract]

Notional Amount of Off-Balance Sheet Financial Instruments

The following table summarizes the Company’s off-balance sheet financial instruments as described above.

	Contract or Notional Amount December 31,
	2017		2016
Commitments to extend credit for loans (excluding credit card loans)	$	6,689,467	$	6,471,404
Commitments to extend credit under credit card loans		2,975,507		2,798,433
Commercial letters of credit		813		1,098
Standby letters of credit		316,054		376,617
Forward contracts		29,007		49,352
Spot foreign exchange contracts		628		3,725

XML

DIVESTITURES AND ACQUISITIONS (Tables)

12 Months Ended

Dec. 31, 2017

Divestitures And Acquisitions [Abstract]

Schedule of Components of Income from Discontinued Operations, Net of Taxes, Consolidated Balance Sheets and Consolidated Statements of Cash Flows

This table summarizes the components of income from discontinued operations, net of taxes, for the years ended December 31, 2017, 2016, and 2015 presented in the Consolidated Statements of Income (in thousands):

	For the years ended December 31,
	2017			2016		2015
Total noninterest income	$	63,416		$	73,564	$	95,795
Total noninterest expense		65,834			65,149		64,798
(Loss) income from discontinued operations		(2,418	)		8,415		30,997
Gain on the disposal of discontinued operations		103,644			—		—
Total income from discontinued operations		101,226			8,415		30,997
Income tax expense		37,097			3,248		11,482
Net income on discontinued operations	$	64,129		$	5,167	$	19,515

The discontinued assets of Scout included on the Consolidated Balance Sheets are as follows (in thousands):

	December 31, 2017		December 31, 2016
Goodwill	$	—	$	47,529
Other intangibles, net		—		7,861
Discontinued assets – goodwill and other intangibles, net	$	—	$	55,390

The components of net cash provided by operating and investing activities of discontinued operations included in the Consolidated Statements of Cash Flows are as follows (in thousands):

	For the years ended December 31,
	2017			2016		2015
Income from discontinued operations	$	64,129		$	5,167	$	19,515
Gain on the disposal of discontinued operations		(103,644	)		—		—
Depreciation and amortization		1,647			3,596		3,919
Net cash (used in) provided by operating activities of discontinued operations	$	(37,868	)	$	8,763	$	23,434
Proceeds on disposal of discontinued operations	$	167,183		$	—	$	—
Net cash provided by investing activities of discontinued operations	$	167,183		$	—	$	—

Summary of Net Assets Acquired (at Fair Value) and Consideration Transferred

The following table summarizes the net assets acquired (at fair value) and consideration transferred for Marquette (in thousands, except for per share data):

	Fair Value
	May 31, 2015
Assets
Loans	$	980,404
Investment securities		177,694
Cash and due from banks		95,351
Premises and equipment, net		11,508
Identifiable intangible assets		14,881
Other assets		32,336
Total assets acquired		1,312,174
Liabilities
Noninterest-bearing deposits		226,161
Interest-bearing deposits		708,675
Short-term debt		112,133
Long-term debt		89,971
Other liabilities		14,135
Total liabilities assumed		1,151,075
Net identifiable assets acquired		161,099
Preliminary goodwill		18,638
Net assets acquired	$	179,737
Consideration:
Company's common shares issued		3,470
Purchase price per share of the Company's common stock	$	51.79
Fair value of total consideration transferred	$	179,737

XML

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2017

Income Tax Disclosure [Abstract]

Components of Income Tax Expense (Benefit) from Continuing Operations

Income tax expense from continuing operations includes the following components (in thousands):

	Year Ended December 31,
	2017			2016		2015
Current tax
Federal	$	(8,260	)	$	41,860	$	29,622
State		1,889			1,570		2,753
Total current tax (benefit) expense		(6,371	)		43,430		32,375
Deferred tax
Federal		57,851			1,145		301
State		1,890			380		(946	)
Total deferred tax expense (benefit)		59,741			1,525		(645	)
Total tax expense	$	53,370		$	44,955	$	31,730

Components of Income Tax Expense (Benefit) from Discontinued Operations

Income tax expense from discontinued operations includes the following components (in thousands):

	Year Ended December 31,
	2017			2016		2015
Current tax
Federal	$	35,169		$	1,759	$	14,847
State		1,930			258		838
Total current tax expense (benefit)		37,099			2,017		15,685
Deferred tax
Federal		260			1,187		(3,998	)
State		(262	)		44		(205	)
Total deferred tax (benefit) expense		(2	)		1,231		(4,203	)
Total tax expense	$	37,097		$	3,248	$	11,482

Reconciliation Between Income Tax Expense and Amount Computed by Applying Federal Statutory Tax Rate from Continuing Operations

The reconciliation between the income tax expense and the amount computed by applying the statutory federal tax rate of 35% to income from continuing operations before income taxes is as follows (in thousands):

	Year Ended December 31,
	2017			2016			2015
Statutory federal income tax expense	$	82,721		$	69,506		$	44,901
Tax-exempt interest income		(25,697	)		(20,196	)		(15,405	)
Tax-exempt life insurance related income		(5,769	)		(3,405	)		(932	)
Equity-based compensation		(3,297	)		(1,095	)		—
State and local income taxes, net of federal tax benefits		2,439			1,365			1,399
Federal tax credits, net of amortization of LIHTC(1)  investments		(1,119	)		(2,480	)		(688	)
Impacts related to the 2017 Tax Act		2,997			—			—
Other		1,095			1,260			2,455
Total tax expense	$	53,370		$	44,955		$	31,730

(1) Low income housing tax credits

Components of Deferred Tax Assets and Liabilities

The significant components of deferred tax assets and liabilities are reflected in the following table (in thousands):

	December 31,
	2017			2016
Deferred tax assets:
Net unrealized loss on securities available for sale	$	18,023		$	34,998
Loans, principally due to allowance for loan losses		23,646			40,564
Equity-based compensation		4,975			7,824
Accrued expenses		17,248			37,263
Miscellaneous		3,762			4,587
Total deferred tax assets before valuation allowance		67,654			125,236
Valuation allowance		(3,498	)		(2,860	)
Total deferred tax assets		64,156			122,376
Deferred tax liabilities:
Real Estate Investment Trust dividend		(32,591	)		—
Land, buildings and equipment		(17,783	)		(31,335	)
Original issue discount		(2,580	)		(4,507	)
Partnership investments		(1,005	)		(3,776	)
Trust preferred securities		(7,202	)		(13,780	)
Intangibles		(5,769	)		(3,623	)
Miscellaneous		(3,117	)		(7,148	)
Total deferred tax liabilities		(70,047	)		(64,169	)
Net deferred tax (liability) asset	$	(5,891	)	$	58,207

Reconciliation of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

	December 31,
	2017			2016
Unrecognized tax benefits - opening balance	$	4,375		$	4,680
Gross increases - tax positions in prior period		323			—
Gross decreases - tax positions in prior period		—			(269	)
Gross increases - current-period tax positions		228			924
Lapse of statute of limitations		(1,080	)		(960	)
Unrecognized tax benefits - ending balance	$	3,846		$	4,375

XML

DERIVATIVES AND HEDGING ACTIVITIES (Tables)

12 Months Ended

Dec. 31, 2017

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Summary of Fair Value of Derivative Assets and Liabilities

This table provides a summary of the fair value of the Company’s derivative assets and liabilities as of December 31, 2017 and December 31, 2016(in thousands):

	Derivative Assets				Derivative Liabilities
	December 31,				December 31,
Fair Value	2017		2016		2017		2016
Interest Rate Products:
Derivatives not designated as hedging instruments	$	10,116	$	10,555	$	7,326	$	10,581
Derivatives designated as hedging instruments		33		318		1,580		748
Total	$	10,149	$	10,873	$	8,906	$	11,329

Summary of Amount of Gain (Loss) Recognized in Other Non-Interest Expense in Consolidated Statements of Income Related to Derivative Assets and Liabilities

This table provides a summary of the amount of gain or loss recognized in other noninterest expense in the Consolidated Statements of Income related to the Company’s derivative asset and liability as of December 31, 2017 and December 31, 2016 (in thousands):

	Amount of Gain (Loss) Recognized
	For the Year Ended
	December 31,
	2017			2016			2015
Interest Rate Products
Derivatives not designated as hedging instruments	$	(579	)	$	195		$	(110	)
Total	$	(579	)	$	195		$	(110	)
Interest Rate Products
Derivatives designated as fair value hedging instruments
Fair value adjustments on derivatives	$	(189	)	$	(181	)	$	(234	)
Fair value adjustments on hedged items		193			186			234
Total	$	4		$	5		$	—

Summary of Amount of Loss Recognized in AOCI in Consolidated Statements of Comprehensive Income Related to Company's Derivative Assets and Liabilities

This table provides a summary of the amount of loss recognized in AOCI in the Consolidated Statements of Comprehensive Income related to the Company’s derivative asset and liability as of December 31, 2017 and December 31, 2016 (in thousands):

	Amount of Loss Recognized in Other Comprehensive Income on Derivatives (Effective Portion)
	For the Year Ended
	December 31,
Derivatives in Cash Flow Hedging Relationships	2017			2016			2015
Interest rate products
Derivatives designed as cash flow hedging instruments	$	(1,050	)	$	(516	)	$	(10	)
Total	$	(1,050	)	$	(516	)	$	(10	)

XML

DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Dec. 31, 2017

Fair Value Disclosures [Abstract]

Assets and Liabilities Measured at Fair Value on Recurring Basis

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016(in thousands):

	Fair Value Measurement at Reporting Date Using
Description	December 31, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
U.S. Treasury	$	18	$	18	$	—	$	—
U.S. Agencies		9,976		—		9,976		—
Mortgage-backed		1,949		—		1,949		—
State and political subdivisions		27,114		—		27,114		—
Corporates		1,885		1,885		—
Trading - other		13,113		12,434		679		—
Trading securities		54,055		14,337		39,718		—
U.S. Treasury		38,643		38,643		—		—
U.S. Agencies		14,752		—		14,752		—
Mortgage-backed		3,649,243		—		3,649,243		—
State and political subdivisions		2,542,673		—		2,542,673		—
Corporates		13,266		13,266		—		—
Available for sale securities		6,258,577		51,909		6,206,668		—
Company-owned life insurance		53,577		—		53,577		—
Bank-owned life insurance		265,823		—		265,823		—
Derivatives		10,149		—		10,149		—
Total	$	6,642,181	$	66,246	$	6,575,935	$	—
Liabilities
Deferred compensation	$	50,963	$	50,963	$	—	$	—
Derivatives		8,906		—		8,906		—
Securities sold not yet purchased		4,130		—		4,130		—
Total	$	63,999	$	50,963	$	13,036	$	—

	Fair Value Measurement at Reporting Date Using
Description	December 31, 2016		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
U.S. Treasury	$	—	$	—	$	—	$	—
U.S. Agencies		1,306		—		1,306		—
Mortgage-backed		313		—		313		—
State and political subdivisions		9,295		—		9,295		—
Trading - other		28,622		28,495		127		—
Trading securities		39,536		28,495		11,041		—
U.S. Treasury		93,826		93,826		—		—
U.S. Agencies		198,177		—		198,177		—
Mortgage-backed		3,711,699		—		3,711,699		—
State and political subdivisions		2,395,757		—		2,395,757		—
Corporates		66,875		66,875		—		—
Available for sale securities		6,466,334		160,701		6,305,633		—
Company-owned life insurance		41,333		—		41,333		—
Bank-owned life insurance		209,686		—		209,686
Derivatives		10,873		—		10,873		—
Total	$	6,767,762	$	189,196	$	6,578,566	$	—
Liabilities
Deferred compensation	$	42,797	$	42,797	$	—	$	—
Derivatives		11,329		—		11,329		—
Total	$	54,126	$	42,797	$	11,329	$	—

Assets Measured at Fair Value on Non-Recurring Basis

Assets measured at fair value on a non-recurring basis as of December 31, 2017 and 2016(in thousands):

			Fair Value Measurement at December 31, 2017 Using
Description	December 31, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Gains Recognized During the Twelve Months Ended December 31
Impaired loans	$	15,186	$	—	$	—	$	15,186	$	1,251
Other real estate owned		1,488		—		—		1,488		13
Total	$	16,674	$	—	$	—	$	16,674	$	1,264

			Fair Value Measurement at December 31, 2016 Using
Description	December 31, 2016		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total (Losses) Recognized During the Twelve Months Ended December 31
Impaired loans	$	23,757	$	—	$	—	$	23,757	$	(2,070	)
Other real estate owned		89		—		—		89		—
Total	$	23,846	$	—	$	—	$	23,846	$	(2,070	)

Estimated Fair Value of Financial Instruments

The estimated fair value of the Company’s financial instruments at December 31, 2017 and 2016 are as follows (in thousands):

	Fair Value Measurement at December 31, 2017 Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Estimated Fair Value
FINANCIAL ASSETS
Cash and short-term investments	$	1,936,084	$	1,749,618	$	186,466	$	—	$	1,936,084
Securities available for sale		6,258,577		51,909		6,206,668		—		6,258,577
Securities held to maturity		1,261,014		—		1,207,447		—		1,207,447
Trading securities		54,055		14,337		39,718		—		54,055
Other securities		65,897		—		65,897		—		65,897
Loans (exclusive of allowance for loan loss)		11,281,973		—		11,318,764		—		11,318,764
Derivatives		10,149		—		10,149		—		10,149
FINANCIAL LIABILITIES
Demand and savings deposits		16,742,736		16,742,736		—		—		16,742,736
Time deposits		1,280,264		—		1,280,264		—		1,280,264
Other borrowings		1,260,704		11,334		1,249,370		—		1,260,704
Long-term debt		79,281		—		79,496		—		79,496
Derivatives		8,906		—		8,906		—		8,906
OFF-BALANCE SHEET ARRANGEMENTS
Commitments to extend credit for loans										6,654
Commercial letters of credit										136
Standby letters of credit										2,514

	Fair Value Measurement at December 31, 2016 Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Estimated Fair Value
FINANCIAL ASSETS
Cash and short-term investments	$	1,462,267	$	1,138,850	$	323,417	$	—	$	1,462,267
Securities available for sale		6,466,334		160,701		6,305,633		—		6,466,334
Securities held to maturity		1,115,932		—		1,106,068		—		1,106,068
Trading securities		39,536		28,495		11,041		—		39,536
Other securities		68,306		—		68,306		—		68,306
Loans (exclusive of allowance for loan loss)		10,545,662		—		10,572,292		—		10,572,292
Derivatives		10,873		—		10,873		—		10,873
FINANCIAL LIABILITIES
Demand and savings deposits		15,434,893		15,434,893		—		—		15,434,893
Time deposits		1,135,721		—		1,135,721		—		1,135,721
Other borrowings		1,856,937		419,843		1,437,094		—		1,856,937
Long-term debt		76,772		—		77,025		—		77,025
Derivatives		11,329		—		11,329		—		11,329
OFF-BALANCE SHEET ARRANGEMENTS
Commitments to extend credit for loans										5,604
Commercial letters of credit										142
Standby letters of credit										2,527

XML

PARENT COMPANY FINANCIAL INFORMATION (Tables)

12 Months Ended

Dec. 31, 2017

Condensed Financial Information Of Parent Company Only Disclosure [Abstract]

Schedule of Parent Company Balance Sheets

BALANCE SHEETS (in thousands)

	December 31,
	2017		2016
ASSETS
Investment in subsidiaries:
Banks	$	1,815,953	$	1,662,326
Non-banks		149,145		214,633
Total investment in subsidiaries		1,965,098		1,876,959
Goodwill on purchased affiliates		5,011		5,011
Cash		260,621		65,254
Securities available for sale and other		68,550		90,759
Total assets	$	2,299,280	$	2,037,983
LIABILITIES AND SHAREHOLDERS' EQUITY
Long-term debt	$	68,285	$	67,256
Accrued expenses and other		49,464		8,343
Total liabilities		117,749		75,599
Shareholders' equity		2,181,531		1,962,384
Total liabilities and shareholders' equity	$	2,299,280	$	2,037,983

Schedule of Parent Company Statements of Income and Comprehensive Income

STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (in thousands)

	Year Ended December 31,
	2017			2016			2015
INCOME
Dividends and income received from subsidiaries	$	55,000		$	47,000		$	27,913
Service fees from subsidiaries		43,691			40,579			42,212
Other		10,390			4,207			891
Total income		109,081			91,786			71,016
EXPENSE
Salaries and employee benefits		43,716			38,198			41,019
Other		18,652			20,436			22,051
Total expense		62,368			58,634			63,070
Income before income taxes and equity in undistributed earnings of subsidiaries		46,713			33,152			7,946
Income tax benefit		(1,202	)		(3,903	)		(4,703	)
Income before equity in undistributed earnings of subsidiaries		47,915			37,055			12,649
Equity in undistributed earnings of subsidiaries:
Banks		140,873			119,551			95,942
Non-Banks		(5,812	)		(2,972	)		(12,033	)
Income from continuing operations		182,976			153,634			96,558
Income from discontinued operations		64,129			5,167			19,515
Net income	$	247,105		$	158,801		$	116,073
Other comprehensive income (loss)		12,017			(53,824	)		(14,724	)
Comprehensive income	$	259,122		$	104,977		$	101,349

Schedule of Parent Company Statements of Cash Flows

STATEMENTS OF CASH FLOWS (in thousands)

	Year Ended December 31,
	2017			2016			2015
OPERATING ACTIVITIES
Net income		247,105		$	158,801		$	116,073
Adjustments to reconcile net income to cash provided by operating activities:
Equity in earnings of subsidiaries		(146,367	)		(163,993	)		(128,601	)
Dividends received from subsidiaries		96,391			54,000			27,913
Depreciation and amortization		424			457			332
Equity based compensation		13,316			11,735			10,751
Net tax benefit related to equity compensation plans		3,612			1,073			944
Gains on sales of assets		(103,715	)		—			—
Changes in other assets and liabilities, net		5,424			(11,717	)		220
Net cash provided by operating activities		116,190			50,356			27,632
INVESTING ACTIVITIES
Net capital investment in subsidiaries		(37,474	)		(10,006	)		(16,513	)
Net cash activity from divestitures and acquisitions		168,361			—			24,962
Net (increase) decrease in securities available for sale		1,575			(1,034	)		211
Net cash (used in) provided by investing activities		132,462			(11,040	)		8,660
FINANCING ACTIVITIES
Cash dividends paid		(51,876	)		(49,038	)		(45,967	)
Proceeds from exercise of stock options and sales of treasury stock		13,867			16,911			11,606
Purchases of treasury stock		(15,276	)		(16,367	)		(8,457	)
Net cash used in financing activities		(53,285	)		(48,494	)		(42,818	)
Net decrease in cash		195,367			(9,178	)		(6,526	)
Cash and cash equivalents at beginning of period		65,254			74,432			80,958
Cash and cash equivalents at end of period	$	260,621		$	65,254		$	74,432

XML

SUMMARY OF OPERATING RESULTS BY QUARTER (Tables)

12 Months Ended

Dec. 31, 2017

Quarterly Financial Information Disclosure [Abstract]

Summary of Operating Results By Quarter

	Three Months Ended
2017	March 31		June 30		Sept 30		Dec 31
Interest income	$	144,690	$	151,211	$	157,895	$	163,116
Interest expense		10,375		13,817		17,037		16,770
Net interest income		134,315		137,394		140,858		146,346
Provision for loan losses		9,000		14,500		11,500		6,000
Noninterest income		102,917		110,306		104,306		106,033
Noninterest expense		173,810		176,939		171,821		182,559
Income tax expense		12,446		11,490		12,971		16,463
Net income from continuing operations	$	41,976	$	44,771	$	48,872	$	47,357

2016	March 31 (1)		June 30 (1)		Sept 30		Dec 31
Interest income	$	124,086	$	127,897	$	132,038	$	139,010
Interest expense		6,194		6,687		7,273		7,554
Net interest income		117,892		121,210		124,765		131,456
Provision for loan losses		5,000		7,000		13,000		7,500
Noninterest income		97,965		102,774		103,542		98,230
Noninterest expense		165,268		168,419		165,211		167,847
Income tax expense		11,240		12,102		10,674		10,939
Net income from continuing operations	$	34,349	$	36,463	$	39,422	$	43,400

Per Share	Three Months Ended
2017	March 31		June 30		Sept 30		Dec 31
Net income from continuing operations - basic	$	0.85	$	0.91	$	0.99	$	0.96
Net income from continuing operations - diluted		0.84		0.90		0.98		0.95
Dividend		0.255		0.255		0.255		0.275
Book value		40.34		41.42		42.15		43.72

Per Share
2016	March 31 (1)		June 30 (1)		Sept 30		Dec 31
Net income from continuing operations - basic	$	0.70	$	0.75	$	0.81	$	0.89
Net income from continuing operations - diluted		0.70		0.74		0.80		0.87
Dividend		0.245		0.245		0.245		0.255
Book value		39.38		40.44		40.86		39.51

(1) During the third quarter of 2016, the Company early adopted ASU No. 2016-09 with an effective date of January 1, 2016. As part of the adoption of this standard, the Company made an accounting policy election to account for stock compensation forfeitures on an actual basis and discontinue the use of an estimated forfeiture approach.  This change required a modified retrospective adoption, via a cumulative effect adjustment and recasting of first quarter and second quarter 2016 operating results.  The impact of this adoption was an increase to net income of $158 thousand and $220 thousand for the first and second quarters, respectively. Additionally, basic and diluted net income per share increased $0.01 for both periods.  

XML

Summary of Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Accounting Policies [Abstract]
Due from the FRB	$ 1,323,539	$ 641,850
Cash and due from banks	392,723	422,117
Cash and cash equivalents at end of year	$ 1,716,262	$ 1,063,967	$ 819,112	$ 1,787,230

XML

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Summary Of Significant Accounting Policies [Line Items]
Interest bearing amounts held at other financial institutions	$ 28,200,000	$ 74,000,000
Days loan should be past due after contractual due date to be considered as delinquent loan	30 days
Days in which collection of interest or principal should be past to be placed on non-accrual status	90 days
Goodwill impairment	$ 0	0	$ 0
Impairment of intangible assets	0	0	0
Indefinite lived intangible assets	0
Impairment charges	$ 0	$ 0	$ 0
Dilutive effect of common stock issuable upon exercise of options and nonvested restricted shares	615,629	448,742	453,082
Anti-dilutive shares	149,413	390,503	455,998
Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Amortizable intangible assets, amortization period	17 years
Maximum [Member] | Premises [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, depreciation period	40 years
Maximum [Member] | Equipment [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, depreciation period	20 years
Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Tax benefit, Percentage	50.00%
Minimum [Member] | Premises [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, depreciation period	15 years
Minimum [Member] | Equipment [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, depreciation period	3 years

XML

New Accounting Pronouncements - Additional Information (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative effect adjustment	$ 482	[1]
Accounting Standards Update 2016-09 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative effect adjustment	$ 482

[1] Related to the adoption of Accounting Standards Update No. 2016-09. See Note 2, New Accounting Pronouncements, for further detail.

XML

Summary of Loan Classes and Aging of Past Due Loans (Detail) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non- Accrual Loans	$ 59,142	$ 70,259
Total Past Due	86,369	83,738
PCI Loans		800
Current	11,194,144	10,455,845
Total Loans	11,280,513	10,540,383	$ 9,430,761
30-89 Days Past Due [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Past Due	24,136	10,114
Greater than 90 days Past Due and Accruing [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Past Due	3,091	3,365
Consumer [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Loans	404,480	409,660	446,347
Leases [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	23,967	39,532
Total Loans	23,967	39,532	$ 41,857
Prime [Member] | Real estate - residential [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non- Accrual Loans	929	1,344
Total Past Due	1,720	2,384
Current	636,871	545,966
Total Loans	638,591	548,350
Prime [Member] | Real estate - residential [Member] | 30-89 Days Past Due [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Past Due	791	1,034
Prime [Member] | Real estate - residential [Member] | Greater than 90 days Past Due and Accruing [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Past Due		6
Commercial [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non- Accrual Loans	38,644	35,777
Total Past Due	50,532	39,111
Current	4,502,508	4,371,695
Total Loans	4,553,040	4,410,806
Commercial [Member] | 30-89 Days Past Due [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Past Due	11,216	3,285
Commercial [Member] | Greater than 90 days Past Due and Accruing [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Past Due	672	49
Asset-based [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	336,614	225,878
Total Loans	336,614	225,878
Factoring [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	221,672	139,902
Total Loans	221,672	139,902
Commercial - credit card [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non- Accrual Loans		8
Total Past Due	466	630
Current	171,825	146,105
Total Loans	172,291	146,735
Commercial - credit card [Member] | 30-89 Days Past Due [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Past Due	387	612
Commercial - credit card [Member] | Greater than 90 days Past Due and Accruing [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Past Due	79	10
Construction [Member] | Real estate [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non- Accrual Loans	93	181
Total Past Due	7,002	184
Current	710,847	741,620
Total Loans	717,849	741,804
Construction [Member] | Real estate [Member] | 30-89 Days Past Due [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Past Due	6,666	3
Construction [Member] | Real estate [Member] | Greater than 90 days Past Due and Accruing [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Past Due	243
Real estate - commercial [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non- Accrual Loans	16,115	16,423
Total Past Due	16,947	18,730
Current	3,546,683	3,147,192
Total Loans	3,563,630	3,165,922
Real estate - commercial [Member] | 30-89 Days Past Due [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Past Due	832	1,303
Real estate - commercial [Member] | Greater than 90 days Past Due and Accruing [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Past Due		1,004
Real estate - HELOC [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non- Accrual Loans	3,013	4,736
Total Past Due	4,267	5,324
Current	644,112	706,470
Total Loans	648,379	711,794
Real estate - HELOC [Member] | 30-89 Days Past Due [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Past Due	1,254	588
Credit card [Member] | Consumer [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non- Accrual Loans	312	475
Total Past Due	4,524	4,818
Current	248,173	265,280
Total Loans	252,697	270,098
Credit card [Member] | Consumer [Member] | 30-89 Days Past Due [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Past Due	2,155	2,228
Credit card [Member] | Consumer [Member] | Greater than 90 days Past Due and Accruing [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Past Due	2,057	2,115
Other [Member] | Consumer [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non- Accrual Loans	36	11,315
Total Past Due	911	12,557
PCI Loans		800
Current	150,872	126,205
Total Loans	151,783	139,562
Other [Member] | Consumer [Member] | 30-89 Days Past Due [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Past Due	835	1,061
Other [Member] | Consumer [Member] | Greater than 90 days Past Due and Accruing [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Past Due	$ 40	$ 181

XML

Loans and Allowance for Loan Losses - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Financing Receivable, Allowance for Credit Losses [Line Items]
PCI Loans		$ 800,000
Current	$ 11,194,144,000	10,455,845,000
Total Past Due	86,369,000	83,738,000
Proceeds from sales of loans held for sale	70,543,000	89,522,000	$ 97,690,000
Non- Accrual Loans	59,142,000	70,259,000
Restructured loans	41,000,000	52,500,000
Commitments to lend to borrowers with loan modifications classified as TDR's	3,100,000	800,000
Default payment of troubled restructuring, commercial real estate loan	0
Commercial [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current	4,502,508,000	4,371,695,000
Total Past Due	50,532,000	39,111,000
Non- Accrual Loans	$ 38,644,000	$ 35,777,000
Number of Contracts	1	3
Pre-Modification Outstanding Recorded Investment	$ 7,200,000	$ 24,800,000
Post-Modification Outstanding Recorded Investment	$ 7,200,000	24,800,000
Real estate - residential [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Number of Contracts	1
Pre-Modification Outstanding Recorded Investment	$ 97,000
Post-Modification Outstanding Recorded Investment	$ 98,000
Revolving Commercial Loans [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Number of days past due to consider loan as a loss and charged off	90 days
Closed-End Retail Loans [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Number of days past due to consider loan as a loss and charged off	120 days
Open-End Retail Loans [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Number of days past due to consider loan as a loss and charged off	180 days
30-89 Days Past Due [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total Past Due	$ 24,136,000	10,114,000
30-89 Days Past Due [Member] | Commercial [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total Past Due	11,216,000	3,285,000
Greater than 90 days Past Due and Accruing [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total Past Due	3,091,000	3,365,000
Greater than 90 days Past Due and Accruing [Member] | Commercial [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total Past Due	$ 672,000	49,000
PCI loans [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
PCI Loans		800,000
Current		713,000
PCI loans [Member] | 30-89 Days Past Due [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total Past Due		$ 87,000

XML

Credit Risk Profile by Risk Rating - Originated and Non-PCI Loans (Detail) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	$ 11,280,513	$ 10,540,383	$ 9,430,761
Commercial [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	4,553,040	4,410,806
Commercial [Member] | Originated and Non-PCI Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	4,553,040	4,410,806
Asset-based [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	336,614	225,878
Asset-based [Member] | Originated and Non-PCI Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	336,614	225,878
Factoring [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	221,672	139,902
Factoring [Member] | Originated and Non-PCI Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	221,672	139,902
Real estate - construction [Member] | Originated and Non-PCI Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	717,849	741,804
Real estate - commercial [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	3,563,630	3,165,922
Real estate - commercial [Member] | Originated and Non-PCI Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	3,563,630	3,165,922
Non-watch list [Member] | Commercial [Member] | Originated and Non-PCI Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	4,048,238	4,043,704
Non-watch list [Member] | Asset-based [Member] | Originated and Non-PCI Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	306,899	198,695
Non-watch list [Member] | Factoring [Member] | Originated and Non-PCI Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	220,795	139,358
Non-watch list [Member] | Real estate - construction [Member] | Originated and Non-PCI Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	716,830	741,022
Non-watch list [Member] | Real estate - commercial [Member] | Originated and Non-PCI Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	3,434,982	3,071,804
Watch [Member] | Commercial [Member] | Originated and Non-PCI Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	162,788	99,815
Watch [Member] | Real estate - construction [Member] | Originated and Non-PCI Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	631	149
Watch [Member] | Real estate - commercial [Member] | Originated and Non-PCI Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	50,715	43,015
Special Mention [Member] | Commercial [Member] | Originated and Non-PCI Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	106,638	32,240
Special Mention [Member] | Asset-based [Member] | Originated and Non-PCI Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	29,715	24,809
Special Mention [Member] | Factoring [Member] | Originated and Non-PCI Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	47	129
Special Mention [Member] | Real estate - commercial [Member] | Originated and Non-PCI Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	35,940	5,140
Substandard [Member] | Commercial [Member] | Originated and Non-PCI Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	235,376	235,047
Substandard [Member] | Asset-based [Member] | Originated and Non-PCI Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating		2,374
Substandard [Member] | Factoring [Member] | Originated and Non-PCI Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	830	415
Substandard [Member] | Real estate - construction [Member] | Originated and Non-PCI Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	388	633
Substandard [Member] | Real estate - commercial [Member] | Originated and Non-PCI Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile by Risk Rating	$ 41,993	$ 45,963

XML

Credit Risk Profile Based on Payment Activity - Originated and Non-PCI Loans (Detail) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile Based on Payment Activity	$ 11,280,513	$ 10,540,383	$ 9,430,761
Consumer [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile Based on Payment Activity	404,480	409,660	446,347
Leases [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile Based on Payment Activity	23,967	39,532	$ 41,857
Commercial - credit card [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile Based on Payment Activity	172,291	146,735
Real estate - HELOC [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile Based on Payment Activity	648,379	711,794
Credit card [Member] | Consumer [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile Based on Payment Activity	252,697	270,098
Other [Member] | Consumer [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile Based on Payment Activity	151,783	139,562
Originated and Non-PCI Loans [Member] | Real estate - residential [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile Based on Payment Activity	638,591	548,350
Originated and Non-PCI Loans [Member] | Leases [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile Based on Payment Activity	23,967	39,532
Originated and Non-PCI Loans [Member] | Commercial - credit card [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile Based on Payment Activity	172,291	146,735
Originated and Non-PCI Loans [Member] | Real estate - HELOC [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile Based on Payment Activity	648,379	711,794
Originated and Non-PCI Loans [Member] | Credit card [Member] | Consumer [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile Based on Payment Activity	252,697	270,098
Originated and Non-PCI Loans [Member] | Other [Member] | Consumer [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile Based on Payment Activity	151,783	138,762
Originated and Non-PCI Loans [Member] | Performing [Member] | Real estate - residential [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile Based on Payment Activity	637,662	547,006
Originated and Non-PCI Loans [Member] | Performing [Member] | Leases [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile Based on Payment Activity	23,967	39,532
Originated and Non-PCI Loans [Member] | Performing [Member] | Commercial - credit card [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile Based on Payment Activity	172,291	146,727
Originated and Non-PCI Loans [Member] | Performing [Member] | Real estate - HELOC [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile Based on Payment Activity	645,366	707,058
Originated and Non-PCI Loans [Member] | Performing [Member] | Credit card [Member] | Consumer [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile Based on Payment Activity	252,385	269,623
Originated and Non-PCI Loans [Member] | Performing [Member] | Other [Member] | Consumer [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile Based on Payment Activity	151,747	127,447
Originated and Non-PCI Loans [Member] | Non-performing [Member] | Real estate - residential [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile Based on Payment Activity	929	1,344
Originated and Non-PCI Loans [Member] | Non-performing [Member] | Commercial - credit card [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile Based on Payment Activity		8
Originated and Non-PCI Loans [Member] | Non-performing [Member] | Real estate - HELOC [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile Based on Payment Activity	3,013	4,736
Originated and Non-PCI Loans [Member] | Non-performing [Member] | Credit card [Member] | Consumer [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile Based on Payment Activity	312	475
Originated and Non-PCI Loans [Member] | Non-performing [Member] | Other [Member] | Consumer [Member]
Financing Receivable, Recorded Investment [Line Items]
Credit Risk Profile Based on Payment Activity	$ 36	$ 11,315

XML

Rollforward of Allowance for Loan Losses by Portfolio Segment (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning balance	$ 91,649	$ 81,143	$ 76,140
Charge-offs	(38,606)	(28,823)	(15,111)
Recoveries	6,561	6,829	4,614
Provision	41,000	32,500	15,500
Ending Balance	100,604	91,649	81,143
Ending Balance: individually evaluated for impairment	6,683	7,934	5,864
Ending Balance: collectively evaluated for impairment	93,921	83,715	75,279
Ending Balance: PCI Loans		0	0
Ending Balance: loans	11,280,513	10,540,383	9,430,761
Ending Balance: individually evaluated for impairment	74,776	87,665	78,325
Ending Balance: collectively evaluated for impairment	11,205,737	10,451,918	9,349,380
Ending Balance: PCI Loans		800	3,056
Commercial [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning balance	71,657	63,847	55,349
Charge-offs	(27,985)	(12,788)	(5,239)
Recoveries	3,522	3,596	1,824
Provision	33,962	17,002	11,913
Ending Balance	81,156	71,657	63,847
Ending Balance: individually evaluated for impairment	6,605	7,866	5,668
Ending Balance: collectively evaluated for impairment	74,551	63,791	58,179
Ending Balance: PCI Loans		0	0
Ending Balance: loans	5,283,617	4,923,321	4,641,027
Ending Balance: individually evaluated for impairment	61,820	74,351	68,004
Ending Balance: collectively evaluated for impairment	5,221,797	4,848,970	4,573,023
Real Estate [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning balance	10,569	8,220	10,725
Charge-offs	(992)	(6,756)	(214)
Recoveries	966	985	321
Provision	(1,231)	8,120	(2,612)
Ending Balance	9,312	10,569	8,220
Ending Balance: individually evaluated for impairment	78	68	196
Ending Balance: collectively evaluated for impairment	9,234	10,501	8,024
Ending Balance: PCI Loans		0	0
Ending Balance: loans	5,568,449	5,167,870	4,301,530
Ending Balance: individually evaluated for impairment	12,956	13,314	7,747
Ending Balance: collectively evaluated for impairment	5,555,493	5,154,556	4,292,728
Ending Balance: PCI Loans			1,055
Consumer [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning balance	9,311	8,949	9,921
Charge-offs	(9,629)	(9,279)	(9,658)
Recoveries	2,073	2,248	2,469
Provision	8,328	7,393	6,217
Ending Balance	10,083	9,311	8,949
Ending Balance: collectively evaluated for impairment	10,083	9,311	8,949
Ending Balance: PCI Loans		0	0
Ending Balance: loans	404,480	409,660	446,347
Ending Balance: individually evaluated for impairment			2,574
Ending Balance: collectively evaluated for impairment	404,480	408,860	441,772
Ending Balance: PCI Loans		800	2,001
Leases [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning balance	112	127	145
Provision	(59)	(15)	(18)
Ending Balance	53	112	127
Ending Balance: collectively evaluated for impairment	53	112	127
Ending Balance: PCI Loans		0	0
Ending Balance: loans	23,967	39,532	41,857
Ending Balance: collectively evaluated for impairment	$ 23,967	$ 39,532	$ 41,857

XML

Analysis of Impaired Loans by Class (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]
Unpaid Principal Balance	$ 102,398	$ 99,253	$ 84,480
Recorded Investment with No Allowance	52,907	55,974	49,576
Recorded Investment with Allowance	21,869	31,691	28,749
Total Recorded Investment	74,776	87,665	78,325
Related Allowance	6,683	7,934	5,864
Average Recorded Investment	76,475	81,717	53,354
Real estate - residential [Member] | Prime [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Unpaid Principal Balance	427	231	1,054
Recorded Investment with No Allowance	321	230	939
Recorded Investment with Allowance	97
Total Recorded Investment	418	230	939
Related Allowance	75
Average Recorded Investment	221	520	1,433
Commercial [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Unpaid Principal Balance	84,749	80,405	72,739
Recorded Investment with No Allowance	44,525	43,260	40,648
Recorded Investment with Allowance	16,465	31,091	27,356
Total Recorded Investment	60,990	74,351	68,004
Related Allowance	6,299	7,866	5,668
Average Recorded Investment	65,385	69,776	41,394
Factoring [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Unpaid Principal Balance	830
Recorded Investment with Allowance	830
Total Recorded Investment	830
Related Allowance	306
Average Recorded Investment	207
Construction [Member] | Real estate [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Unpaid Principal Balance	108	510	782
Recorded Investment with No Allowance	93	181	331
Recorded Investment with Allowance		113	118
Total Recorded Investment	93	294	449
Related Allowance		68	42
Average Recorded Investment	148	405	802
Real estate - commercial [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Unpaid Principal Balance	16,284	18,107	7,117
Recorded Investment with No Allowance	7,968	12,303	4,891
Recorded Investment with Allowance	4,477	487	1,275
Total Recorded Investment	12,445	12,790	6,166
Related Allowance	3		154
Average Recorded Investment	10,506	8,956	7,768
Real estate - HELOC [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Unpaid Principal Balance			214
Recorded Investment with No Allowance			193
Total Recorded Investment			193
Average Recorded Investment		79	162
Other [Member] | Consumer [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Unpaid Principal Balance			2,574
Recorded Investment with No Allowance			2,574
Total Recorded Investment			2,574
Average Recorded Investment	$ 8	$ 1,981	$ 1,795

XML

Securities Available for Sale (Detail) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	$ 6,334,018	$ 6,558,715
Gross Unrealized Gains	13,879	14,569
Gross Unrealized Losses	(89,320)	(106,950)
Available for sale	6,258,577	6,466,334
U.S. Treasury [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	40,092	95,315
Gross Unrealized Gains		37
Gross Unrealized Losses	(1,449)	(1,526)
Available for sale	38,643	93,826
U.S. Agencies [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	14,762	198,158
Gross Unrealized Gains		67
Gross Unrealized Losses	(10)	(48)
Available for sale	14,752	198,177
Mortgage-backed [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	3,719,369	3,773,090
Gross Unrealized Gains	1,914	7,069
Gross Unrealized Losses	(72,040)	(68,460)
Available for sale	3,649,243	3,711,699
State and political subdivisions [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	2,546,517	2,425,155
Gross Unrealized Gains	11,965	7,391
Gross Unrealized Losses	(15,809)	(36,789)
Available for sale	2,542,673	2,395,757
Corporates [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	13,278	66,997
Gross Unrealized Gains		5
Gross Unrealized Losses	(12)	(127)
Available for sale	$ 13,266	$ 66,875

XML

Summary of Contractual Maturity Information for Securities Available for Sale (Detail) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Investments Debt And Equity Securities [Abstract]
Due in 1 year or less, Amortized Cost	$ 288,991
Due after 1 year through 5 years, Amortized Cost	1,128,445
Due after 5 years through 10 years, Amortized Cost	834,047
Due after 10 years, Amortized Cost	363,166
Total, Amortized Cost	2,614,649
Mortgage-backed securities, Amortized Cost	3,719,369
Amortized Cost	6,334,018	$ 6,558,715
Due in 1 year or less, Fair Value	288,776
Due after 1 year through 5 years, Fair Value	1,126,389
Due after 5 years through 10 years, Fair Value	832,221
Due after 10 years, Fair Value	361,948
Total, Fair Value	2,609,334
Mortgage-backed securities, Fair Value	3,649,243
Total securities available for sale, Fair Value	$ 6,258,577	$ 6,466,334

XML

Securities - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Schedule of Trading Securities and Other Trading Assets [Line Items]
Proceeds from sales of securities available for sale	$ 578,517,000	$ 951,264,000	$ 946,045,000
Gross realized gains from securities	4,200,000	8,500,000	10,500,000
Gross realized losses from securities	10,000	1,000	100,000
Sales of securities held to maturity	0	0	0
Unrealized gains on trading securities	188,000	233,000	$ 8,000
Other securities - marketable [Member]
Schedule of Trading Securities and Other Trading Assets [Line Items]
Fair value of securities including alternative investment securities	4,600,000	10,000,000
Other Non-marketable Securities [Member]
Schedule of Trading Securities and Other Trading Assets [Line Items]
Fair value of securities including alternative investment securities	3,400,000	2,000,000
U.S. Government and Other Public Deposit [Member]
Schedule of Trading Securities and Other Trading Assets [Line Items]
Pledged securities for deposits	5,700,000,000	5,700,000,000
Federal Reserve Discount Window [Member]
Schedule of Trading Securities and Other Trading Assets [Line Items]
Pledged securities for deposits	$ 1,800,000,000	$ 1,800,000,000

XML

Gross Unrealized Losses and Fair Value of Investment Securities Available for Sale (Detail) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Gain (Loss) on Investments [Line Items]
Less than 12 months, Fair Value	$ 3,104,606	$ 4,679,413
Less than 12 months, Unrealized Losses	(27,391)	(93,324)
12 months or more, Fair Value	1,967,685	306,173
12 months or more, Unrealized Losses	(61,929)	(13,626)
Total Fair Value	5,072,291	4,985,586
Total Unrealized Losses	(89,320)	(106,950)
U.S. Treasury [Member]
Gain (Loss) on Investments [Line Items]
Less than 12 months, Fair Value	9,851	48,678
Less than 12 months, Unrealized Losses	(64)	(1,526)
12 months or more, Fair Value	28,792
12 months or more, Unrealized Losses	(1,385)
Total Fair Value	38,643	48,678
Total Unrealized Losses	(1,449)	(1,526)
U.S. Agencies [Member]
Gain (Loss) on Investments [Line Items]
Less than 12 months, Fair Value	14,553	103,979
Less than 12 months, Unrealized Losses	(10)	(34)
12 months or more, Fair Value		9,989
12 months or more, Unrealized Losses		(14)
Total Fair Value	14,553	113,968
Total Unrealized Losses	(10)	(48)
Mortgage-backed [Member]
Gain (Loss) on Investments [Line Items]
Less than 12 months, Fair Value	1,990,006	2,735,868
Less than 12 months, Unrealized Losses	(19,980)	(55,035)
12 months or more, Fair Value	1,562,333	269,637
12 months or more, Unrealized Losses	(52,060)	(13,425)
Total Fair Value	3,552,339	3,005,505
Total Unrealized Losses	(72,040)	(68,460)
State and political subdivisions [Member]
Gain (Loss) on Investments [Line Items]
Less than 12 months, Fair Value	1,076,930	1,748,922
Less than 12 months, Unrealized Losses	(7,325)	(36,639)
12 months or more, Fair Value	376,560	8,565
12 months or more, Unrealized Losses	(8,484)	(150)
Total Fair Value	1,453,490	1,757,487
Total Unrealized Losses	(15,809)	(36,789)
Corporates [Member]
Gain (Loss) on Investments [Line Items]
Less than 12 months, Fair Value	13,266	41,966
Less than 12 months, Unrealized Losses	(12)	(90)
12 months or more, Fair Value		17,982
12 months or more, Unrealized Losses		(37)
Total Fair Value	13,266	59,948
Total Unrealized Losses	$ (12)	$ (127)

XML

Contractual Maturity Information for Securities Held to Maturity (Detail) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Investments Debt And Equity Securities [Abstract]
Due in 1 year or less, Amortized Cost	$ 2,275	$ 6,077
Due after 1 year through 5 years, Amortized Cost	100,648	82,650
Due after 5 years through 10 years, Amortized Cost	372,234	341,741
Due after 10 years, Amortized Cost	785,857	685,464
Total state and political subdivisions, Amortized Cost	1,261,014	1,115,932
Due in 1 year or less, Gross Unrealized Gains	3	5
Due after 1 year through 5 years, Gross Unrealized Gains	3,111	2,376
Due after 5 years through 10 years, Gross Unrealized Gains	5,006	8,854
Due after 10 years, Gross Unrealized Gains	6,952	15,717
Total state and political subdivisions, Gross Unrealized Gains	15,072	26,952
Due in 1 year or less, Gross Unrealized Losses	(24)	(947)
Due after 1 year through 5 years, Gross Unrealized Losses	(2,834)	(1,474)
Due after 5 years through 10 years, Gross Unrealized Losses	(14,117)	(3,021)
Due after 10 years, Gross Unrealized Losses	(51,664)	(31,415)
Total state and political subdivisions, Gross Unrealized Losses	(68,639)	(36,857)
Due in 1 year or less, Fair Value	2,254	5,135
Due after 1 year through 5 years, Fair Value	100,925	83,552
Due after 5 years through 10 years, Fair Value	363,123	347,574
Due after 10 years, Fair Value	741,145	669,766
Total state and political subdivisions, Fair Value	$ 1,207,447	$ 1,106,027

XML

Schedule of Federal Reserve Bank Stock and Federal Home Loan Bank Stock and Other Securities (Detail) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Schedule of Other Securities [Line Items]
Fair Value	$ 65,897	$ 68,306
Federal Reserve Bank Stock and Other Securities [Member]
Schedule of Other Securities [Line Items]
Amortized Cost	59,871	57,538
Gross Unrealized Gains	6,026	10,768
Gross Unrealized Losses	0	0
Fair Value	65,897	68,306
FRB and FHLB stock [Member] | Federal Reserve Bank Stock and Other Securities [Member]
Schedule of Other Securities [Line Items]
Amortized Cost	33,262	33,262
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Fair Value	33,262	33,262
Other securities - marketable [Member] | Federal Reserve Bank Stock and Other Securities [Member]
Schedule of Other Securities [Line Items]
Amortized Cost	3	4
Gross Unrealized Gains	4,637	9,948
Gross Unrealized Losses	0	0
Fair Value	4,640	9,952
Other securities - non-marketable [Member] | Federal Reserve Bank Stock and Other Securities [Member]
Schedule of Other Securities [Line Items]
Amortized Cost	26,606	24,272
Gross Unrealized Gains	1,389	820
Gross Unrealized Losses	0	0
Fair Value	$ 27,995	$ 25,092

XML

Securities Purchased Under Agreements to Resell - Additional Information (Detail) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Disclosure Of Repurchase Agreements [Abstract]
Securities purchased under agreements to resell	$ 186.5	$ 323.4

XML

Loans to Officers and Directors - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Receivables [Abstract]
Reduction due to change in reportable loans	$ (101,049)	$ (501,413)

XML

Loans to Officers and Directors - Activity with Respect to Aggregate Loans to Related Parties (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Related Party Transactions [Abstract]
Balance – beginning of year	$ 321,392	$ 710,085
New loans	61,697	125,868
Repayments	(94,378)	(13,148)
Reduction due to change in reportable loans	(101,049)	(501,413)
Balance – end of year	$ 187,662	$ 321,392

XML

Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Goodwill And Other Intangible Assets [Line Items]
Beginning Balance	$ 180,867
Acquisition of Marquette		$ 50
Discontinued assets	(47,529)	(47,529)
Ending Balance	180,867	180,867
Segment, Continuing and Discontinued Operations [Member]
Goodwill And Other Intangible Assets [Line Items]
Beginning Balance	228,396	228,346
Ending Balance		228,396
Continuing Operations [Member]
Goodwill And Other Intangible Assets [Line Items]
Beginning Balance	180,867
Ending Balance	180,867	180,867
Bank [Member]
Goodwill And Other Intangible Assets [Line Items]
Acquisition of Marquette		50
Bank [Member] | Segment, Continuing and Discontinued Operations [Member]
Goodwill And Other Intangible Assets [Line Items]
Beginning Balance	161,391	161,341
Ending Balance		161,391
Bank [Member] | Continuing Operations [Member]
Goodwill And Other Intangible Assets [Line Items]
Beginning Balance	161,391
Ending Balance	161,391	161,391
Institutional Investment Management [Member]
Goodwill And Other Intangible Assets [Line Items]
Discontinued assets	(47,529)	(47,529)
Institutional Investment Management [Member] | Segment, Continuing and Discontinued Operations [Member]
Goodwill And Other Intangible Assets [Line Items]
Beginning Balance	47,529	47,529
Ending Balance		47,529
Asset Servicing [Member] | Segment, Continuing and Discontinued Operations [Member]
Goodwill And Other Intangible Assets [Line Items]
Beginning Balance	19,476	19,476
Ending Balance		19,476
Asset Servicing [Member] | Continuing Operations [Member]
Goodwill And Other Intangible Assets [Line Items]
Beginning Balance	19,476
Ending Balance	$ 19,476	$ 19,476

XML

Changes In Intangible Assets (Detail) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 124,655	$ 125,024
Accumulated Amortization	104,398	98,394
Net Carrying Amounts	20,257	26,630
Core deposit intangible assets [Member]
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	50,059	47,527
Accumulated Amortization	42,209	39,040
Net Carrying Amounts	7,850	8,487
Customer relationships [Member]
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	71,342	74,243
Accumulated Amortization	58,935	56,352
Net Carrying Amounts	12,407	17,891
Other intangible assets [Member]
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,254	3,254
Accumulated Amortization	$ 3,254	3,002
Net Carrying Amounts		$ 252

XML

Goodwill and Other Intangibles - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Goodwill And Intangible Assets Disclosure [Abstract]
Amortization expense	$ 7,326	$ 8,695	$ 8,171

XML

Estimated Amortization Expense of Intangible Assets (Detail) $ in Thousands	Dec. 31, 2017 USD ($)
Goodwill And Intangible Assets Disclosure [Abstract]
For the year ending December 31, 2018	$ 5,713
For the year ending December 31, 2019	4,714
For the year ending December 31, 2020	3,759
For the year ending December 31, 2021	2,755
For the year ending December 31, 2022	$ 1,815

XML

Components of Premises and Equipment (Detail) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Property Plant And Equipment [Abstract]
Land	$ 46,415	$ 45,634
Buildings and leasehold improvements	328,384	325,510
Equipment	148,425	150,955
Software	186,269	178,527
Total	709,493	700,626
Accumulated depreciation	(300,103)	(288,956)
Accumulated amortization	(133,448)	(122,663)
Premises and equipment, net	$ 275,942	$ 289,007

XML

Premises and Equipment - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Property Plant And Equipment [Abstract]
Consolidated premises and equipment depreciation and amortization expenses	$ 45.6	$ 41.9	$ 40.2
Consolidated rental and operating lease expenses	$ 14.8	$ 14.6	$ 14.1

XML

Minimum Future Rental Commitments for all Non-cancelable Operating Leases (Detail) $ in Thousands	Dec. 31, 2017 USD ($)
Property Plant And Equipment [Abstract]
2018	$ 11,163
2019	10,892
2020	10,193
2021	8,044
2022	7,517
Thereafter	31,219
Total	$ 79,028

XML

Components of Short-Term and Long-Term Debt (Detail) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Long-term debt	$ 79,281	$ 76,772
Total borrowed funds	79,281	76,772
Marquette Capital Trust I subordinated debentures 2.69% due 2036 [Member]
Debt Instrument [Line Items]
Long-term debt	16,636	16,356
Marquette Capital Trust II subordinated debentures 2.69% due 2036 [Member]
Debt Instrument [Line Items]
Long-term debt	17,285	17,020
Marquette Capital Trust III subordinated debentures 3.17% due 2036 [Member]
Debt Instrument [Line Items]
Long-term debt	6,804	6,705
Marquette Capital Trust IV subordinated debentures 2.92% due 2036 [Member]
Debt Instrument [Line Items]
Long-term debt	27,560	27,174
Kansas Equity Fund IV, L.P. 0% due 2017 [Member]
Debt Instrument [Line Items]
Long-term debt		2
Kansas Equity Fund V, L.P. 0% due 2017 [Member]
Debt Instrument [Line Items]
Long-term debt		7
Kansas Equity Fund VI, L.P. 0% due 2017 [Member]
Debt Instrument [Line Items]
Long-term debt		23
Kansas Equity Fund IX, L.P. 0% due 2023 [Member]
Debt Instrument [Line Items]
Long-term debt	133	202
Kansas Equity Fund X, L.P. 0% due 2021 [Member]
Debt Instrument [Line Items]
Long-term debt	207	272
Kansas City Equity Fund 2009, L.L.C. 0% due 2017 [Member]
Debt Instrument [Line Items]
Long-term debt		10
St. Louis Equity Fund 2007 L.L.C. 0% due 2016 [Member]
Debt Instrument [Line Items]
Long-term debt	13	13
St. Louis Equity Fund 2009 L.L.C. 0% due 2017 [Member]
Debt Instrument [Line Items]
Long-term debt		95
St. Louis Equity Fund 2012 L.L.C. 0% due 2020 [Member]
Debt Instrument [Line Items]
Long-term debt	163	243
St. Louis Equity Fund 2013 L.L.C. 0% due 2021 [Member]
Debt Instrument [Line Items]
Long-term debt	859	1,168
St. Louis Equity Fund 2014 L.L.C. 0% due 2022 [Member]
Debt Instrument [Line Items]
Long-term debt	1,209	1,507
St. Louis Equity Fund 2015 L.L.C. 0% due 2023 [Member]
Debt Instrument [Line Items]
Long-term debt	759	908
MHEG Community Fund 41, L.P. 0% due 2024 [Member]
Debt Instrument [Line Items]
Long-term debt	680	815
MHEG Community Fund 43, L.P. 0% due 2026 [Member]
Debt Instrument [Line Items]
Long-term debt	1,165	1,362
MHEG Community Fund 45, L.P. 0% due 2027 [Member]
Debt Instrument [Line Items]
Long-term debt	1,353	1,409
MHEG Community Fund 47, L.P. 0% due 2028 [Member]
Debt Instrument [Line Items]
Long-term debt	1,485	$ 1,481
MHEG Community Fund 49, L.P. 0% due 2034 [Member]
Debt Instrument [Line Items]
Long-term debt	$ 2,970

XML

Components of Short-Term and Long-Term Debt (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Marquette Capital Trust I subordinated debentures 2.69% due 2036 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	2.69%	2.69%
Debt instrument, maturity year	2036	2036
Marquette Capital Trust II subordinated debentures 2.69% due 2036 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	2.69%	2.69%
Debt instrument, maturity year	2036	2036
Marquette Capital Trust III subordinated debentures 3.17% due 2036 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	3.17%	3.17%
Debt instrument, maturity year	2036	2036
Marquette Capital Trust IV subordinated debentures 2.92% due 2036 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	2.92%	2.92%
Debt instrument, maturity year	2036	2036
Kansas Equity Fund IV, L.P. 0% due 2017 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	0.00%	0.00%
Debt instrument, maturity year	2017	2017
Kansas Equity Fund V, L.P. 0% due 2017 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	0.00%	0.00%
Debt instrument, maturity year	2017	2017
Kansas Equity Fund VI, L.P. 0% due 2017 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	0.00%	0.00%
Debt instrument, maturity year	2017	2017
Kansas Equity Fund IX, L.P. 0% due 2023 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	0.00%	0.00%
Debt instrument, maturity year	2023	2023
Kansas Equity Fund X, L.P. 0% due 2021 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	0.00%	0.00%
Debt instrument, maturity year	2021	2021
Kansas City Equity Fund 2009, L.L.C. 0% due 2017 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	0.00%	0.00%
Debt instrument, maturity year	2017	2017
St. Louis Equity Fund 2007 L.L.C. 0% due 2016 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	0.00%	0.00%
Debt instrument, maturity year	2019	2019
St. Louis Equity Fund 2009 L.L.C. 0% due 2017 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	0.00%	0.00%
Debt instrument, maturity year	2017	2017
St. Louis Equity Fund 2012 L.L.C. 0% due 2020 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	0.00%	0.00%
Debt instrument, maturity year	2020	2020
St. Louis Equity Fund 2013 L.L.C. 0% due 2021 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	0.00%	0.00%
Debt instrument, maturity year	2021	2021
St. Louis Equity Fund 2014 L.L.C. 0% due 2022 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	0.00%	0.00%
Debt instrument, maturity year	2022	2022
St. Louis Equity Fund 2015 L.L.C. 0% due 2023 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	0.00%	0.00%
Debt instrument, maturity year	2023	2023
MHEG Community Fund 41, L.P. 0% due 2024 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	0.00%	0.00%
Debt instrument, maturity year	2024	2024
MHEG Community Fund 43, L.P. 0% due 2026 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	0.00%	0.00%
Debt instrument, maturity year	2026	2026
MHEG Community Fund 45, L.P. 0% due 2027 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	0.00%	0.00%
Debt instrument, maturity year	2027	2027
MHEG Community Fund 47, L.P. 0% due 2028 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	0.00%	0.00%
Debt instrument, maturity year	2028	2028
MHEG Community Fund 49, L.P. 0% due 2034 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	0.00%	0.00%
Debt instrument, maturity year	2034	2034

XML

Aggregate Annual Repayments of Long-Term Debt (Detail) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Maturities Of Long Term Debt [Abstract]
2018	$ 1,519
2019	1,678
2020	1,896
2021	1,565
2022	1,183
Thereafter	71,440
Total	$ 79,281	$ 76,772

XML

Borrowed Funds - Additional Information (Detail)		1 Months Ended	12 Months Ended
	May 31, 2015 USD ($)	Dec. 31, 2017 USD ($) Instrument	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Debt Instrument [Line Items]
Payments to acquire federal home loan bank stock			$ 10,000,000
Federal home loan bank maturity period			30 days
Securities sold under agreements to repurchase		$ 1,249,370,000	$ 1,249,370,000	$ 1,400,000,000
Accrued interest payable		197,000	197,000	$ 80,000
FHLB [Member]
Debt Instrument [Line Items]
Issuance of letter of credit		$ 300,000,000	$ 300,000,000
Letter of credit expiration date			Jan. 31, 2018
Number of letter of credit | Instrument		3
Federal home loan bank amount outstanding		$ 0	$ 0
Letter of Credit [Member] | FHLB [Member]
Debt Instrument [Line Items]
Borrowing capacity		2,000,000,000	$ 2,000,000,000
Wells Fargo Bank 1.25% due 2012 [Member]
Debt Instrument [Line Items]
Interest rate based on LIBOR			1.00 percent above LIBOR
Borrowing capacity		50,000,000	$ 50,000,000
Debt instrument, interest rate based on prime lending rate			1.75 percent below the prime
Revolving line of credit, commitment fee for unused portion			0.30%
Revolving line of credit outstanding amount		0	$ 0
Reduced Borrowing Limit [Member] | Letter of Credit [Member] | FHLB [Member]
Debt Instrument [Line Items]
Borrowing capacity		$ 1,700,000,000	$ 1,700,000,000
Marquette [Member]
Debt Instrument [Line Items]
Long-term debt	$ 89,971,000
Acquisition date	May 31, 2015
Marquette Capital Trust I, Marquette Capital Trust II, Marquette Capital Trust III And Marquette Capital Trust IV [Member] | Marquette [Member]
Debt Instrument [Line Items]
Long-term debt	$ 103,100,000
Long-term debt acquired at fair value	$ 65,500,000
Trust Preferred Securities [Member] | Marquette Capital Trust I, Marquette Capital Trust III And Marquette Capital Trust IV [Member] | Marquette [Member]
Debt Instrument [Line Items]
Interest rate based on LIBOR			LIBOR rate with spreads ranging from 133 basis points to 160 basis points
Preferred securities maturity date range, start			Jan. 31, 2036
Preferred securities maturity date range, end			Sep. 30, 2036
Minimum [Member] | Trust Preferred Securities [Member] | Marquette Capital Trust I, Marquette Capital Trust III And Marquette Capital Trust IV [Member] | Marquette [Member]
Debt Instrument [Line Items]
Interest rate of trust preferred securities	1.33%
Maximum [Member] | Trust Preferred Securities [Member] | Marquette Capital Trust I, Marquette Capital Trust III And Marquette Capital Trust IV [Member] | Marquette [Member]
Debt Instrument [Line Items]
Interest rate of trust preferred securities	1.60%

XML

Carrying Amounts and Market Values of Securities and Related Repurchase Liabilities and Weighted Average Interest Rates of Repurchase Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Assets Sold under Agreements to Repurchase [Line Items]
Securities Market Value	$ 1,234,482
Repurchase Liabilities	$ 1,249,370	$ 1,400,000
Weighted Average Interest Rate	1.10%
On Demand [Member]
Assets Sold under Agreements to Repurchase [Line Items]
Securities Market Value	$ 1,004
Repurchase Liabilities	$ 1,000
Weighted Average Interest Rate	2.49%
2 to 29 days [Member]
Assets Sold under Agreements to Repurchase [Line Items]
Securities Market Value	$ 1,233,478
Repurchase Liabilities	$ 1,248,370
Weighted Average Interest Rate	1.10%

XML

Remaining Contractual Maturities Of Repurchase Agreements (Detail) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Assets Sold under Agreements to Repurchase [Line Items]
Total repurchase agreements	$ 1,249,370	$ 1,400,000
On Demand [Member]
Assets Sold under Agreements to Repurchase [Line Items]
Total repurchase agreements	1,000
2 to 29 days [Member]
Assets Sold under Agreements to Repurchase [Line Items]
Total repurchase agreements	1,248,370
U.S. Treasury [Member]
Assets Sold under Agreements to Repurchase [Line Items]
Total repurchase agreements	14,743
U.S. Treasury [Member] | 2 to 29 days [Member]
Assets Sold under Agreements to Repurchase [Line Items]
Total repurchase agreements	14,743
U.S. Agencies [Member]
Assets Sold under Agreements to Repurchase [Line Items]
Total repurchase agreements	1,234,627
U.S. Agencies [Member] | On Demand [Member]
Assets Sold under Agreements to Repurchase [Line Items]
Total repurchase agreements	1,000
U.S. Agencies [Member] | 2 to 29 days [Member]
Assets Sold under Agreements to Repurchase [Line Items]
Total repurchase agreements	$ 1,233,627

XML

Regulatory Requirements - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Regulatory Requirements [Line Items]
Reserve balance with Federal Reserve Bank maintained by affiliate bank	$ 303.8	$ 297.4
Total Capital, Actual Ratio	14.04%
Tier 1 Capital For Capital Adequacy Purposes, Ratio	6.00%
Total Capital For Capital Adequacy Purposes, Ratio	8.00%
Tier 1 Capital, Actual Ratio	12.95%
Tier 1 Leverage for Capital Adequacy Purposes, Ratio	4.00%
Tier 1 Leverage, Actual Ratio	9.94%
Tier 1 Capital To Be Well Capitalized Under Prompt Corrective Action Provisions, Ratio	10.00%
Tier 1 Capital To Be Well Capitalized Under Prompt Corrective Action Provisions, Ratio	8.00%
Tier 1 Leverage To Be Well Capitalized Under Prompt Corrective Action Provisions, Ratio	5.00%
Common Equity Tier One Capital [Member]
Regulatory Requirements [Line Items]
Common equity capital conservation buffer to risk weighted asset	2.50%
Tier 1 Capital For Capital Adequacy Purposes, Ratio	4.50%
Tier 1 Capital, Actual Ratio	12.95%
Tier 1 Capital To Be Well Capitalized Under Prompt Corrective Action Provisions, Ratio	6.50%

XML

Actual Capital Amounts as well as Required and Well-Capitalized Common Equity Tier One, Tier One, Total and Tier One Leverage Ratios (Detail) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]
Tier 1 Capital, Actual Ratio	12.95%
Tier 1 Capital For Capital Adequacy Purposes, Ratio	6.00%
Tier 1 Capital To Be Well Capitalized Under Prompt Corrective Action Provisions, Ratio	8.00%
Total Capital, Actual Ratio	14.04%
Total Capital For Capital Adequacy Purposes, Ratio	8.00%
Total Capital To Be Well Capitalized Under Prompt Corrective Action Provisions, Ratio	10.00%
Tier 1 Leverage, Actual Ratio	9.94%
Tier 1 Leverage for Capital Adequacy Purposes, Ratio	4.00%
Tier 1 Leverage To Be Well Capitalized Under Prompt Corrective Action Provisions, Ratio	5.00%
Common Equity Tier One Capital [Member]
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]
Tier 1 Capital, Actual Ratio	12.95%
Tier 1 Capital For Capital Adequacy Purposes, Ratio	4.50%
Tier 1 Capital To Be Well Capitalized Under Prompt Corrective Action Provisions, Ratio	6.50%
UMB Financial Corporation [Member]
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]
Tier 1 Capital, Actual Amount	$ 2,041,504	$ 1,789,581
Tier 1 Capital, Actual Ratio	12.95%	11.80%
Tier 1 Capital For Capital Adequacy Purposes, Amount	$ 945,746	$ 909,903
Tier 1 Capital For Capital Adequacy Purposes, Ratio	6.00%	6.00%
Total Capital, Actual Amount	$ 2,213,050	$ 1,951,078
Total Capital, Actual Ratio	14.04%	12.87%
Total Capital For Capital Adequacy Purposes, Amount	$ 1,260,994	$ 1,213,205
Total Capital For Capital Adequacy Purposes, Ratio	8.00%	8.00%
Tier 1 Leverage, Actual Amount	$ 2,041,504	$ 1,789,581
Tier 1 Leverage, Actual Ratio	9.94%	9.09%
Tier 1 Leverage For Capital Adequacy Purposes, Amount	$ 821,527	$ 787,604
Tier 1 Leverage for Capital Adequacy Purposes, Ratio	4.00%	4.00%
UMB Financial Corporation [Member] | Common Equity Tier One Capital [Member]
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]
Tier 1 Capital, Actual Amount	$ 2,041,504	$ 1,789,581
Tier 1 Capital, Actual Ratio	12.95%	11.80%
Tier 1 Capital For Capital Adequacy Purposes, Amount	$ 709,309	$ 682,428
Tier 1 Capital For Capital Adequacy Purposes, Ratio	4.50%	4.50%
UMB Bank [Member]
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]
Tier 1 Capital, Actual Amount	$ 1,750,297	$ 1,613,024
Tier 1 Capital, Actual Ratio	11.19%	10.73%
Tier 1 Capital For Capital Adequacy Purposes, Amount	$ 938,750	$ 901,809
Tier 1 Capital For Capital Adequacy Purposes, Ratio	6.00%	6.00%
Tier 1 Capital To Be Well Capitalized Under Prompt Corrective Action Provisions, Amount	$ 1,251,666	$ 1,202,412
Tier 1 Capital To Be Well Capitalized Under Prompt Corrective Action Provisions, Ratio	8.00%	8.00%
Total Capital, Actual Amount	$ 1,853,558	$ 1,707,265
Total Capital, Actual Ratio	11.85%	11.36%
Total Capital For Capital Adequacy Purposes, Amount	$ 1,251,666	$ 1,202,412
Total Capital For Capital Adequacy Purposes, Ratio	8.00%	8.00%
Total Capital To Be Well Capitalized Under Prompt Corrective Action Provisions, Amount	$ 1,564,583	$ 1,503,016
Total Capital To Be Well Capitalized Under Prompt Corrective Action Provisions, Ratio	10.00%	10.00%
Tier 1 Leverage, Actual Amount	$ 1,750,297	$ 1,613,024
Tier 1 Leverage, Actual Ratio	8.57%	8.24%
Tier 1 Leverage For Capital Adequacy Purposes, Amount	$ 816,859	$ 782,638
Tier 1 Leverage for Capital Adequacy Purposes, Ratio	4.00%	4.00%
Tier 1 Leverage To Be Well Capitalized Under Prompt Corrective Action Provisions, Amount	$ 1,021,073	$ 978,297
Tier 1 Leverage To Be Well Capitalized Under Prompt Corrective Action Provisions, Ratio	5.00%	5.00%
UMB Bank [Member] | Common Equity Tier One Capital [Member]
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]
Tier 1 Capital, Actual Amount	$ 1,750,297	$ 1,613,024
Tier 1 Capital, Actual Ratio	11.19%	10.73%
Tier 1 Capital For Capital Adequacy Purposes, Amount	$ 704,062	$ 676,357
Tier 1 Capital For Capital Adequacy Purposes, Ratio	4.50%	4.50%
Tier 1 Capital To Be Well Capitalized Under Prompt Corrective Action Provisions, Amount	$ 1,016,979	$ 976,960
Tier 1 Capital To Be Well Capitalized Under Prompt Corrective Action Provisions, Ratio	6.50%	6.50%

XML

Employee Benefits - Additional Information (Detail) - USD ($)			12 Months Ended
	Apr. 23, 2013	Apr. 22, 2013	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accrued contributions related to discretionary noncontributory profit sharing plan			$ 4,000,000
Contributions paid related to discretionary noncontributory profit sharing plan			1,500,000	$ 1,500,000
401(k) profit sharing contributions paid			6,700,000	$ 6,400,000
Accrued 401(k) profit sharing contribution			$ 7,200,000
Weighted average grant-date fair value of options granted			$ 17.88	$ 9.90	$ 11.95
2002 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares authorized for grant to employees			2,000,000
Plan effective period, in years			10 years
Exercise price of options as percentage of fair market value at grant date, minimum			100.00%
Plan expiration date			Apr. 17, 2012
Options granted			0	0	0
Unrecognized compensation expense			$ 0
Total intrinsic value of options exercised			2,000,000	$ 2,300,000	$ 1,100,000
Long-Term Incentive Compensation Plan (LTIP) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total intrinsic value of options exercised			$ 8,100,000	$ 5,800,000	$ 2,600,000
Cost is expected to be recognized, (in years)			2 years 4 months 24 days
Weighted average grant-date fair value of options granted			$ 17.88	$ 9.90	$ 11.95
Cash received from options exercised			$ 12,700,000	$ 15,800,000	$ 10,500,000
Tax benefit realized for stock options exercised			3,600,000	1,100,000	900,000
Long-Term Incentive Compensation Plan (LTIP) [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of stock reserved	7,440,000	5,250,000
Benefits received by eligible employee	$ 2,000,000	$ 1,000,000
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognized expense			2,500,000	2,100,000	2,200,000
Unrecognized compensation expense			4,700,000
Employee Stock Option [Member] | Long-Term Incentive Compensation Plan (LTIP) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense			4,700,000
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognized expense			10,400,000	9,200,000	8,100,000
Unrecognized compensation expense			$ 17,300,000
Options Granted to Person Holding More Than 10 Percent of Stock [Member] | 2002 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Plan effective period, in years			5 years
Options issued prior to 2005 [Member] | 2002 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Time Period for 100% Vesting			4 years 11 months
Options Issued in 2006, 2007 and 2008 [Member] | 2002 Plan [Member] | After Three Years [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting schedule			Options issued in 2006, 2007, and 2008 under the 2002 Plan, have a vesting schedule of 50 percent after three years
Options Issued in 2006, 2007 and 2008 [Member] | 2002 Plan [Member] | After Four Years [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting schedule			75 percent after four years
Options Issued in 2006, 2007 and 2008 [Member] | 2002 Plan [Member] | Four Years And Eleven Months [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting schedule			100 percent after four years and 11 months
Service Based Restricted Stock [Member] | After Three Years [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting schedule			75 percent after three years of service
Service Based Restricted Stock [Member] | After Three Years [Member] | Prior to Twenty Sixteen [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting schedule			50 percent of the shares vest after three years of service
Service Based Restricted Stock [Member] | After Four Years [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting schedule			100 percent after four years of service
Service Based Restricted Stock [Member] | After Four Years [Member] | Prior to Twenty Sixteen [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting schedule			75 percent after four years of service
Service Based Restricted Stock [Member] | After Five Years [Member] | Prior to Twenty Sixteen [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting schedule			100 percent after five years of service
Service Based Restricted Stock [Member] | After Two Years [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting schedule			50 percent of the shares vest after two years of service
Service Based Restricted Stock [Member] | Long-Term Incentive Compensation Plan (LTIP) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense			$ 14,200,000
Cost is expected to be recognized, (in years)			2 years 3 months 18 days
Total fair value of shares vested			$ 9,900,000	7,400,000	7,200,000
Performance Based Restricted Stock Unit [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance requirement period			3 years
Performance Based Restricted Stock Unit [Member] | Long-Term Incentive Compensation Plan (LTIP) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense			$ 3,100,000
Cost is expected to be recognized, (in years)			1 year 8 months 12 days
Total fair value of shares vested			$ 1,400,000	$ 1,000,000	$ 1,900,000
Nonqualified Stock Option Plan [Member] | Long-Term Incentive Compensation Plan (LTIP) [Member] | After Three Years [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting schedule			75 percent after three years
Nonqualified Stock Option Plan [Member] | Long-Term Incentive Compensation Plan (LTIP) [Member] | After Three Years [Member] | Prior to Twenty Sixteen [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting schedule			50 percent after three years
Nonqualified Stock Option Plan [Member] | Long-Term Incentive Compensation Plan (LTIP) [Member] | After Four Years [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting schedule			100 percent after four years
Nonqualified Stock Option Plan [Member] | Long-Term Incentive Compensation Plan (LTIP) [Member] | After Four Years [Member] | Prior to Twenty Sixteen [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting schedule			75 percent after four years
Nonqualified Stock Option Plan [Member] | Long-Term Incentive Compensation Plan (LTIP) [Member] | After Five Years [Member] | Prior to Twenty Sixteen [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting schedule			100 percent after five years
Nonqualified Stock Option Plan [Member] | Long-Term Incentive Compensation Plan (LTIP) [Member] | After Two Years [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting schedule			50 percent after two years

XML

Information Relating to Option Activity (Detail)	12 Months Ended
	Dec. 31, 2017 USD ($) $ / shares shares
Long-Term Incentive Compensation Plan (LTIP) [Member]
Number of Shares
Outstanding, Beginning Balance | shares	1,163,849
Granted | shares	151,279
Canceled | shares	(18,291)
Expired | shares	(678)
Exercised | shares	(248,698)
Outstanding, Ending Balance | shares	1,047,461
Exercisable | shares	345,811
Weighted Average Price Per Share
Outstanding, Beginning Balance | $ / shares	$ 47.10
Granted | $ / shares	75.25
Canceled | $ / shares	53.22
Expired | $ / shares	49.97
Exercised | $ / shares	42.57
Outstanding, Ending Balance | $ / shares	52.13
Exercisable | $ / shares	$ 44.89
Weighted Average Remaining Contractual Term
Outstanding	6 years 4 months 24 days
Exercisable	4 years
Aggregate Intrinsic Value
Outstanding | $	$ 20,722,166
Exercisable | $	$ 9,348,718
2002 Plan [Member]
Number of Shares
Outstanding, Beginning Balance | shares	91,461
Expired | shares	(4,304)
Exercised | shares	(55,471)
Outstanding, Ending Balance | shares	31,686
Exercisable | shares	31,686
Weighted Average Price Per Share
Outstanding, Beginning Balance | $ / shares	$ 39.63
Expired | $ / shares	38.65
Exercised | $ / shares	38.96
Outstanding, Ending Balance | $ / shares	40.93
Exercisable | $ / shares	$ 40.93
Weighted Average Remaining Contractual Term
Outstanding	10 months 24 days
Exercisable	10 months 24 days
Aggregate Intrinsic Value
Outstanding | $	$ 981,949
Exercisable | $	$ 981,949

XML

Status of Service Based Restricted Shares (Detail) - Service Based Restricted Stock [Member]	12 Months Ended
	Dec. 31, 2017 $ / shares shares
Number of Shares
Nonvested, Beginning Balance | shares	524,515
Granted | shares	100,671
Canceled | shares	(25,244)
Vested | shares	(129,809)
Nonvested, Ending Balance | shares	470,133
Weighted Average Grant Date Fair Value
Nonvested, Beginning Balance | $ / shares	$ 50.74
Granted | $ / shares	75.00
Canceled | $ / shares	55.85
Vested | $ / shares	51.72
Nonvested, Ending Balance | $ / shares	$ 55.39

XML

Status of Performance Based Restricted Shares (Detail) - Performance Based Restricted Stock Unit [Member]	12 Months Ended
	Dec. 31, 2017 $ / shares shares
Number of Shares
Nonvested, Beginning Balance | shares	118,686
Granted | shares	42,078
Canceled | shares	(6,942)
Vested | shares	(18,608)
Nonvested, Ending Balance | shares	135,214
Weighted Average Grant Date Fair Value
Nonvested, Beginning Balance | $ / shares	$ 50.67
Granted | $ / shares	75.25
Canceled | $ / shares	54.20
Vested | $ / shares	57.40
Nonvested, Ending Balance | $ / shares	$ 57.22

XML

Assumptions for Stock-Based Awards (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Weighted average fair value of the granted option	$ 17.88	$ 9.90	$ 11.95
Weighted average risk-free interest rate	1.29%	1.30%	1.62%
Expected option life in years	6 years 3 months	6 years 3 months	6 years 3 months
Expected volatility	24.41%	25.71%	26.73%
Expected dividend yield	2.03%	2.02%	1.74%

XML

Business Segment Reporting - Additional Information (Detail) - Segment	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Segment Reporting [Abstract]
Number of reportable segments	2	3

XML

Schedule of Segment Financial Results (Detail) - USD ($) $ in Thousands	3 Months Ended										12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	[1]	Mar. 31, 2016	[1]	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Segment Reporting Information [Line Items]
Net interest income	$ 146,346	$ 140,858	$ 137,394	$ 134,315	$ 131,456	$ 124,765	$ 121,210		$ 117,892		$ 558,913	$ 495,323	$ 412,067
Provision for loan losses	6,000	11,500	14,500	9,000	7,500	13,000	7,000		5,000		41,000	32,500	15,500
Noninterest income	106,033	104,306	110,306	102,917	98,230	103,542	102,774		97,965		423,562	402,511	370,659
Noninterest expense	182,559	171,821	176,939	173,810	167,847	165,211	168,419		165,268		705,129	666,745	638,938
Income before income taxes											236,346	198,589	128,288
Income tax expense	16,463	12,971	11,490	12,446	10,939	10,674	12,102		11,240		53,370	44,955	31,730
Income from continuing operations	$ 47,357	$ 48,872	$ 44,771	$ 41,976	$ 43,400	$ 39,422	$ 36,463		$ 34,349		182,976	153,634	96,558
Average assets											20,396,000	19,593,000	17,786,000
Bank [Member]
Segment Reporting Information [Line Items]
Net interest income											546,000	484,716	406,884
Provision for loan losses											41,000	32,500	15,500
Noninterest income											328,550	309,889	274,376
Noninterest expense											616,883	582,719	555,962
Income before income taxes											216,667	179,386	109,798
Income tax expense											49,522	40,406	26,651
Income from continuing operations											167,145	138,980	83,147
Average assets											19,612,450	18,371,950	16,801,000
Asset Servicing [Member]
Segment Reporting Information [Line Items]
Net interest income											12,913	10,607	5,183
Noninterest income											95,012	92,622	96,283
Noninterest expense											88,246	84,026	82,976
Income before income taxes											19,679	19,203	18,490
Income tax expense											3,848	4,549	5,079
Income from continuing operations											15,831	14,654	13,411
Average assets											$ 783,550	$ 1,221,050	$ 985,000

[1] During the third quarter of 2016, the Company early adopted ASU No. 2016-09 with an effective date of January 1, 2016. As part of the adoption of this standard, the Company made an accounting policy election to account for stock compensation forfeitures on an actual basis and discontinue the use of an estimated forfeiture approach. This change required a modified retrospective adoption, via a cumulative effect adjustment and recasting of first quarter and second quarter 2016 operating results. The impact of this adoption was an increase to net income of $158 thousand and $220 thousand for the first and second quarters, respectively. Additionally, basic and diluted net income per share increased $0.01 for both periods.

XML

Summary of Share Transactions (Detail) - shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Earnings Per Share [Abstract]
Shares Issued, Beginning Balance	55,056,730	55,056,730	55,056,730
Shares Issued, Ending Balance	55,056,730	55,056,730	55,056,730
Shares in Treasury, Beginning Balance	(5,383,674)	(5,660,364)	(9,524,542)
Common stock issuance for acquisition			3,470,478
Purchase of Treasury Stock	(245,982)	(399,677)	(225,894)
Sale of Treasury Stock	14,908	21,036	19,695
Issued for stock options & restricted stock	453,008	655,331	599,899
Shares in Treasury, Ending Balance	(5,161,740)	(5,383,674)	(5,660,364)

XML

Common Stock and Earnings Per Share - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions	May 31, 2015	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	May 29, 2015
Earnings Per Share [Abstract]
Business acquisition, common shares issued	3,500,000
Business acquisition date	May 31, 2015
Conversion of Company's common stock due to merger	9.2295
Market value common stock issued	$ 179.7
Closing stock price					$ 51.79
Common stock share repurchase program, number of shares authorized to be repurchased		2,000,000	2,000,000	2,000,000

XML

Shares Used in Calculation of Basic and Diluted Earnings (Detail) - shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Earnings Per Share [Abstract]
Weighted average basic common shares outstanding	49,223,661	48,828,313	47,126,252
Dilutive effect of stock options and restricted stock	615,629	448,742	453,082
Weighted average diluted common shares outstanding	49,839,290	49,277,055	47,579,334

XML

Commitments, Contingencies and Guarantees - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Commitments and Contingencies Disclosure [Line Items]
Notional amount outstanding	$ 0	$ 0
Average notional amount of open futures contract	0	400,000
Gain (losses) from net futures activity	(6,000)	(142,000)	$ 35,000
Average of contracts to purchase and to sell foreign currency	36,800,000	40,500,000
Net gains on foreign exchange contracts	$ 1,900,000	1,600,000	$ 1,800,000
Maximum [Member]
Commitments and Contingencies Disclosure [Line Items]
Standby letters of credit term	6 years
Standby letters of credit	$ 316,100,000	376,600,000
Minimum [Member]
Commitments and Contingencies Disclosure [Line Items]
Standby letters of credit term	3 months
Related Parties [Member]
Commitments and Contingencies Disclosure [Line Items]
Standby letters of credit	$ 42,500,000	$ 67,400,000

XML

Notional Amount of Off-Balance Sheet Financial Instruments (Detail) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Commitments to extend credit for loans (excluding credit card loans) [Member]
Commitments and Contingencies Disclosure [Line Items]
Contract or notional amount of off-balance sheet financial instruments	$ 6,689,467	$ 6,471,404
Commitments to extend credit under credit card loans [Member]
Commitments and Contingencies Disclosure [Line Items]
Contract or notional amount of off-balance sheet financial instruments	2,975,507	2,798,433
Commercial letters of credit [Member]
Commitments and Contingencies Disclosure [Line Items]
Contract or notional amount of off-balance sheet financial instruments	813	1,098
Standby letters of credit [Member]
Commitments and Contingencies Disclosure [Line Items]
Contract or notional amount of off-balance sheet financial instruments	316,054	376,617
Forward contracts [Member]
Commitments and Contingencies Disclosure [Line Items]
Contract or notional amount of off-balance sheet financial instruments	29,007	49,352
Spot foreign exchange contracts [Member]
Commitments and Contingencies Disclosure [Line Items]
Contract or notional amount of off-balance sheet financial instruments	$ 628	$ 3,725

XML

Divestitures and Acquisitions - Additional Information (Detail) $ / shares in Units, $ in Thousands			12 Months Ended
	Nov. 17, 2017 USD ($)	May 31, 2015 USD ($) Branch shares	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	May 29, 2015 $ / shares
Divestitures And Acquisitions [Line Items]
Sale of outstanding stock of subsidiary in cash	$ 172,500
Gain on the disposal of discontinued operations	$ 103,600		$ 103,644
Conversion of Company's common stock due to merger | shares		9.2295
Company's common shares issued | shares		3,500,000
Market value common stock issued		$ 179,700
Closing stock price | $ / shares						$ 51.79
Marquette [Member]
Divestitures And Acquisitions [Line Items]
Acquisition date		May 31, 2015
Conversion of Company's common stock due to merger | shares		9.2295
Company's common shares issued | shares		3,470,000
Market value common stock issued		$ 179,700
Closing stock price | $ / shares						$ 51.79
Loans purchased at fair value		980,400
Long-term debt		89,971
Fair value of acquired identifiable intangible assets		14,900
Acquisition-related costs				$ 4,800	$ 9,800
Salaries and employee benefits				896	2,400
Legal and consulting				$ 1,700	$ 4,800
Marquette [Member] | Core deposit intangible assets [Member]
Divestitures And Acquisitions [Line Items]
Fair value of acquired identifiable intangible assets		11,000
Marquette [Member] | Customer Lists [Member]
Divestitures And Acquisitions [Line Items]
Fair value of acquired identifiable intangible assets		2,900
Marquette [Member] | Noncompete Agreements [Member]
Divestitures And Acquisitions [Line Items]
Fair value of acquired identifiable intangible assets		1,000
Marquette [Member] | Marquette Capital Trust I, Marquette Capital Trust II, Marquette Capital Trust III And Marquette Capital Trust IV [Member]
Divestitures And Acquisitions [Line Items]
Long-term debt		103,100
Long-term debt acquired at fair value		$ 65,500
Marquette [Member] | Trust Preferred Securities [Member] | Marquette Capital Trust II subordinated debentures 2.69% due 2036 [Member]
Divestitures And Acquisitions [Line Items]
Interest rate of trust preferred securities till January 2016		6.30%
Interest rate of trust preferred securities		1.33%
Interest rate description of trust preferred securities			LIBOR plus 133 basis points
Marquette [Member] | Trust Preferred Securities [Member] | Marquette Capital Trust I, Marquette Capital Trust III And Marquette Capital Trust IV [Member]
Divestitures And Acquisitions [Line Items]
Interest rate description of trust preferred securities			LIBOR rate with spreads ranging from 133 basis points to 160 basis points
Marquette [Member] | Minimum [Member] | Trust Preferred Securities [Member] | Marquette Capital Trust I, Marquette Capital Trust III And Marquette Capital Trust IV [Member]
Divestitures And Acquisitions [Line Items]
Interest rate of trust preferred securities		1.33%
Marquette [Member] | Maximum [Member] | Trust Preferred Securities [Member] | Marquette Capital Trust I, Marquette Capital Trust III And Marquette Capital Trust IV [Member]
Divestitures And Acquisitions [Line Items]
Interest rate of trust preferred securities		1.60%
Marquette [Member] | Arizona And Texas [Member]
Divestitures And Acquisitions [Line Items]
Number of branches | Branch		13
Commercial Specialty Lending Business [Member] | Marquette [Member]
Divestitures And Acquisitions [Line Items]
Number of branches | Branch		2

XML

Schedule of Components of (Loss) Income from Discontinued Operations, Net of Taxes (Detail) - USD ($) $ in Thousands		12 Months Ended
	Nov. 17, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Divestitures And Acquisitions [Abstract]
Total noninterest income		$ 63,416	$ 73,564	$ 95,795
Total noninterest expense		65,834	65,149	64,798
(Loss) income from discontinued operations		(2,418)	8,415	30,997
Gain on the disposal of discontinued operations	$ 103,600	103,644
Total income from discontinued operations		101,226	8,415	30,997
Income tax expense		37,097	3,248	11,482
Income from discontinued operations		$ 64,129	$ 5,167	$ 19,515

XML

Schedule of Discontinued Operations Consolidated Balance Sheets (Detail) $ in Thousands	Dec. 31, 2016 USD ($)
Divestitures And Acquisitions [Abstract]
Goodwill	$ 47,529
Other intangibles, net	7,861
Discontinued assets – goodwill and other intangibles, net	$ 55,390

XML

Schedule of Components of Net Cash Provided by Operating and Investing Activities of Discontinued Operations Consolidated Statements of Cash Flows (Detail) - USD ($) $ in Thousands		12 Months Ended
	Nov. 17, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Divestitures And Acquisitions [Abstract]
Income from discontinued operations		$ 64,129	$ 5,167	$ 19,515
Gain on the disposal of discontinued operations	$ (103,600)	(103,644)
Depreciation and amortization		1,647	3,596	3,919
Net cash (used in) provided by operating activities of discontinued operations		(37,868)	$ 8,763	$ 23,434
Proceeds on disposal of discontinued operations		167,183
Net cash provided by investing activities of discontinued operations		$ 167,183

XML

Summary of Net Assets Acquired (at Fair Value) and Consideration Transferred (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	May 31, 2015	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Business Acquisition [Line Items]
Total assets acquired				$ 1,312,174
Preliminary goodwill		$ 180,867	$ 180,867
Company's common shares issued	3,500
Marquette [Member]
Business Acquisition [Line Items]
Loans	$ 980,404
Investment securities	177,694
Cash and due from banks	95,351
Premises and equipment, net	11,508
Identifiable intangible assets	14,881
Other assets	32,336
Total assets acquired	1,312,174
Noninterest-bearing deposits	226,161
Interest-bearing deposits	708,675
Short-term debt	112,133
Long-term debt	89,971
Other liabilities	14,135
Total liabilities assumed	1,151,075
Net identifiable assets acquired	161,099
Preliminary goodwill	18,638
Net assets acquired	$ 179,737
Company's common shares issued	3,470
Purchase price per share of the Company's common stock	$ 51.79
Fair value of total consideration transferred	$ 179,737

XML

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Income Taxes [Line Items]
Statutory federal tax rate		35.00%
Effective income tax rates on continuing operations		22.60%	22.60%	24.70%
Effective income tax rates from discontinued operations		36.60%	38.60%	37.00%
State net operating loss carry forwards		$ 800
Change in valuation allowance, unrealized deferred tax assets		2,700
Gross amount of unrecognized tax benefits		3,846	$ 4,375	$ 4,680
Total amount of unrecognized tax benefits, net of associated deferred tax benefit that would impact effective tax rate, if recognized		$ 3,000	$ 3,500
Minimum [Member]
Income Taxes [Line Items]
State net operating loss carry forwards, expiration year		2018
Maximum [Member]
Income Taxes [Line Items]
State net operating loss carry forwards, expiration year		2037
Scenario Forecast [Member]
Income Taxes [Line Items]
Statutory federal tax rate	21.00%

XML

Components of Income Tax Expense (Benefit) from Continuing Operations (Detail) - USD ($) $ in Thousands	3 Months Ended										12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	[1]	Mar. 31, 2016	[1]	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Current tax
Federal											$ (8,260)	$ 41,860	$ 29,622
State											1,889	1,570	2,753
Total current tax (benefit) expense											(6,371)	43,430	32,375
Deferred tax
Federal											57,851	1,145	301
State											1,890	380	(946)
Total deferred tax expense (benefit)											59,741	1,525	(645)
Total tax expense	$ 16,463	$ 12,971	$ 11,490	$ 12,446	$ 10,939	$ 10,674	$ 12,102		$ 11,240		$ 53,370	$ 44,955	$ 31,730

[1] During the third quarter of 2016, the Company early adopted ASU No. 2016-09 with an effective date of January 1, 2016. As part of the adoption of this standard, the Company made an accounting policy election to account for stock compensation forfeitures on an actual basis and discontinue the use of an estimated forfeiture approach. This change required a modified retrospective adoption, via a cumulative effect adjustment and recasting of first quarter and second quarter 2016 operating results. The impact of this adoption was an increase to net income of $158 thousand and $220 thousand for the first and second quarters, respectively. Additionally, basic and diluted net income per share increased $0.01 for both periods.

XML

Components of Income Tax Expense (Benefit) from Discontinued Operations (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Current tax
Federal	$ 35,169	$ 1,759	$ 14,847
State	1,930	258	838
Total current tax expense (benefit)	37,099	2,017	15,685
Deferred tax
Federal	260	1,187	(3,998)
State	(262)	44	(205)
Total deferred tax (benefit) expense	(2)	1,231	(4,203)
Total tax expense	$ 37,097	$ 3,248	$ 11,482

XML

Reconciliation Between Income Tax Expense and Amount Computed by Applying Federal Statutory Tax Rate from Continuing Operations (Detail) - USD ($) $ in Thousands		3 Months Ended										12 Months Ended
		Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	[2]	Mar. 31, 2016	[2]	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Statutory federal income tax expense												$ 82,721	$ 69,506	$ 44,901
Tax-exempt interest income												(25,697)	(20,196)	(15,405)
Tax-exempt life insurance related income												(5,769)	(3,405)	(932)
Equity-based compensation												(3,297)	(1,095)
State and local income taxes, net of federal tax benefits												2,439	1,365	1,399
Federal tax credits, net of amortization of LIHTC investments	[1]											(1,119)	(2,480)	(688)
Impacts related to the 2017 Tax Act												2,997
Other												1,095	1,260	2,455
Total tax expense		$ 16,463	$ 12,971	$ 11,490	$ 12,446	$ 10,939	$ 10,674	$ 12,102		$ 11,240		$ 53,370	$ 44,955	$ 31,730

[1] Low income housing tax credits

[2] During the third quarter of 2016, the Company early adopted ASU No. 2016-09 with an effective date of January 1, 2016. As part of the adoption of this standard, the Company made an accounting policy election to account for stock compensation forfeitures on an actual basis and discontinue the use of an estimated forfeiture approach. This change required a modified retrospective adoption, via a cumulative effect adjustment and recasting of first quarter and second quarter 2016 operating results. The impact of this adoption was an increase to net income of $158 thousand and $220 thousand for the first and second quarters, respectively. Additionally, basic and diluted net income per share increased $0.01 for both periods.

XML

Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Deferred tax assets:
Net unrealized loss on securities available for sale	$ 18,023	$ 34,998
Loans, principally due to allowance for loan losses	23,646	40,564
Equity-based compensation	4,975	7,824
Accrued expenses	17,248	37,263
Miscellaneous	3,762	4,587
Total deferred tax assets before valuation allowance	67,654	125,236
Valuation allowance	(3,498)	(2,860)
Total deferred tax assets	64,156	122,376
Deferred tax liabilities:
Real Estate Investment Trust dividend	(32,591)
Land, buildings and equipment	(17,783)	(31,335)
Original issue discount	(2,580)	(4,507)
Partnership investments	(1,005)	(3,776)
Trust preferred securities	(7,202)	(13,780)
Intangibles	(5,769)	(3,623)
Miscellaneous	(3,117)	(7,148)
Total deferred tax liabilities	(70,047)	(64,169)
Net deferred tax (liability)	$ (5,891)
Net deferred tax asset		$ 58,207

XML

Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Unrecognized tax benefits - opening balance	$ 4,375	$ 4,680
Gross increases - tax positions in prior period	323
Gross decreases - tax positions in prior period		(269)
Gross increases - current-period tax positions	228	924
Lapse of statute of limitations	(1,080)	(960)
Unrecognized tax benefits - ending balance	$ 3,846	$ 4,375

XML

Summary of Fair Value of Derivative Assets and Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Derivatives, Fair Value [Line Items]
Derivative Assets, Fair Value	$ 10,149	$ 10,873
Derivative Liabilities, Fair Value	8,906	11,329
Derivatives not Designated as Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Derivative Assets, Fair Value	10,116	10,555
Derivative Liabilities, Fair Value	7,326	10,581
Derivatives Designated as Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Derivative Assets, Fair Value	33	318
Derivative Liabilities, Fair Value	$ 1,580	$ 748

XML

Derivatives and Hedging Activities - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2017 USD ($) Derivative	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Termination value of derivatives in net liability position	$ 7,400,000
Collateral posted for derivative instruments	1,600,000
Derivatives Designated as Hedging Instruments [Member] | Cash Flow Hedging [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Effective portion of change in fair value of cash flow hedges	$ (1,050,000)	$ (516,000)	$ (10,000)
Interest rate hedging exposure to variability in future cash flows for forecasted transactions, maximum period	18 years 9 months
Interest Rate Swap [Member] | Derivatives Designated as Hedging Instruments [Member] | Fair Value Hedging [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount of interest rate swaps	$ 15,500,000
Number of interest rate swaps | Derivative	2
Net gains in other noninterest expense related to hedge ineffectiveness	$ 4,000	5,000
Interest Rate Swap [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow Hedging [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount of interest rate swaps	$ 51,500,000
Number of interest rate swaps | Derivative	2
Interest Rate Swap [Member] | Derivatives not Designated as Hedging Instruments [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount of interest rate swaps	$ 931,200,000
Number of interest rate swaps | Derivative	80
Gain (Loss) related to changes in fair value of swaps	$ (579,000)	195,000
Interest Rate Products [Member] | Derivatives Designated as Hedging Instruments [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (Loss) related to changes in fair value of swaps	4,000	5,000
Interest Rate Products [Member] | Derivatives Designated as Hedging Instruments [Member] | Fair Value Hedging [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (Loss) related to changes in fair value of swaps	193,000	186,000	234,000
Interest Rate Products [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow Hedging [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Effective portion of change in fair value of cash flow hedges	(1,050,000)	(516,000)	(10,000)
Interest Rate Products [Member] | Derivatives not Designated as Hedging Instruments [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (Loss) related to changes in fair value of swaps	$ (579,000)	$ 195,000	$ (110,000)

XML

Summary of Amount of Gain (Loss) Recognized in Other Non-Interest Expense in Consolidated Statements of Income Related to Derivative Assets and Liabilities (Detail) - Interest Rate Products [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Derivatives not Designated as Hedging Instruments [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized	$ (579)	$ 195	$ (110)
Derivatives Designated as Hedging Instruments [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized	4	5
Derivatives Designated as Hedging Instruments [Member] | Fair value adjustments on derivatives [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized	(189)	(181)	(234)
Derivatives Designated as Hedging Instruments [Member] | Fair Value Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized	$ 193	$ 186	$ 234

XML

Summary of Amount of Loss Recognized in AOCI in Consolidated Statements of Comprehensive Income Related to Company's Derivative Assets and Liabilities (Detail) - Derivatives Designated as Hedging Instruments [Member] - Cash Flow Hedging [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Loss Recognized in Other Comprehensive Income on Derivatives (Effective Portion)	$ (1,050)	$ (516)	$ (10)
Interest Rate Products [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Loss Recognized in Other Comprehensive Income on Derivatives (Effective Portion)	$ (1,050)	$ (516)	$ (10)

XML

Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities	$ 54,055	$ 39,536
Available for sale	6,258,577	6,466,334
Derivative Assets, Fair Value	10,149	10,873
Derivative Liabilities, Fair Value	8,906	11,329
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities	14,337	28,495
Available for sale	51,909	160,701
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities	39,718	11,041
Available for sale	6,206,668	6,305,633
U.S. Treasury [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale	38,643	93,826
U.S. Agencies [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale	14,752	198,177
Mortgage-backed [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale	3,649,243	3,711,699
State and political subdivisions [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale	2,542,673	2,395,757
Corporates [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale	13,266	66,875
Fair Value Measurement, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities	54,055	39,536
Available for sale	6,258,577	6,466,334
Company-owned life insurance	53,577	41,333
Bank-owned life insurance	265,823	209,686
Derivative Assets, Fair Value	10,149	10,873
Total	6,642,181	6,767,762
Deferred compensation	50,963	42,797
Derivative Liabilities, Fair Value	8,906	11,329
Securities sold not yet purchased	4,130
Total	63,999	54,126
Fair Value Measurement, Recurring [Member] | Trading - other [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities	13,113	28,622
Fair Value Measurement, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities	14,337	28,495
Available for sale	51,909	160,701
Total	66,246	189,196
Deferred compensation	50,963	42,797
Total	50,963	42,797
Fair Value Measurement, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Trading - other [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities	12,434	28,495
Fair Value Measurement, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities	39,718	11,041
Available for sale	6,206,668	6,305,633
Company-owned life insurance	53,577	41,333
Bank-owned life insurance	265,823	209,686
Derivative Assets, Fair Value	10,149	10,873
Total	6,575,935	6,578,566
Derivative Liabilities, Fair Value	8,906	11,329
Securities sold not yet purchased	4,130
Total	13,036	11,329
Fair Value Measurement, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Trading - other [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities	679	127
Fair Value Measurement, Recurring [Member] | U.S. Treasury [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities	18
Available for sale	38,643	93,826
Fair Value Measurement, Recurring [Member] | U.S. Treasury [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities	18
Available for sale	38,643	93,826
Fair Value Measurement, Recurring [Member] | U.S. Agencies [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities	9,976	1,306
Available for sale	14,752	198,177
Fair Value Measurement, Recurring [Member] | U.S. Agencies [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities	9,976	1,306
Available for sale	14,752	198,177
Fair Value Measurement, Recurring [Member] | Mortgage-backed [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities	1,949	313
Available for sale	3,649,243	3,711,699
Fair Value Measurement, Recurring [Member] | Mortgage-backed [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities	1,949	313
Available for sale	3,649,243	3,711,699
Fair Value Measurement, Recurring [Member] | State and political subdivisions [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities	27,114	9,295
Available for sale	2,542,673	2,395,757
Fair Value Measurement, Recurring [Member] | State and political subdivisions [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities	27,114	9,295
Available for sale	2,542,673	2,395,757
Fair Value Measurement, Recurring [Member] | Corporates [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities	1,885
Available for sale	13,266	66,875
Fair Value Measurement, Recurring [Member] | Corporates [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities	1,885
Available for sale	$ 13,266	$ 66,875

XML

Assets Measured at Fair Value on Non-Recurring Basis (Detail) - Fair Value, Measurements, Non-Recurring [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value	$ 16,674	$ 23,846
Total Gains (Losses) Recognized	1,264	(2,070)
Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value	16,674	23,846
Impaired loans [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value	15,186	23,757
Total Gains (Losses) Recognized	1,251	(2,070)
Impaired loans [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value	15,186	23,757
Other real estate owned [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value	1,488	89
Total Gains (Losses) Recognized	13
Other real estate owned [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value	$ 1,488	$ 89

XML

Estimated Fair Value of Financial Instruments (Detail) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and short-term investments	$ 1,936,084	$ 1,462,267
Securities available for sale	6,258,577	6,466,334
Securities held to maturity	1,261,014	1,115,932
Trading securities	54,055	39,536
Other securities	65,897	68,306
Loans (exclusive of allowance for loan loss)	11,281,973	10,545,662
Derivatives	10,149	10,873
Demand and savings deposits	16,742,736	15,434,893
Time deposits	1,280,264	1,135,721
Other borrowings	1,260,704	1,856,937
Long-term debt	79,281	76,772
Derivatives	8,906	11,329
Estimate of Fair Value Measurement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and short-term investments	1,936,084	1,462,267
Securities available for sale	6,258,577	6,466,334
Securities held to maturity	1,207,447	1,106,068
Trading securities	54,055	39,536
Other securities	65,897	68,306
Loans (exclusive of allowance for loan loss)	11,318,764	10,572,292
Derivatives	10,149	10,873
Demand and savings deposits	16,742,736	15,434,893
Time deposits	1,280,264	1,135,721
Other borrowings	1,260,704	1,856,937
Long-term debt	79,496	77,025
Derivatives	8,906	11,329
Commitments to extend credit for loans	6,654	5,604
Commercial letters of credit	136	142
Standby letters of credit	2,514	2,527
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and short-term investments	1,749,618	1,138,850
Securities available for sale	51,909	160,701
Trading securities	14,337	28,495
Demand and savings deposits	16,742,736	15,434,893
Other borrowings	11,334	419,843
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and short-term investments	186,466	323,417
Securities available for sale	6,206,668	6,305,633
Securities held to maturity	1,207,447	1,106,068
Trading securities	39,718	11,041
Other securities	65,897	68,306
Loans (exclusive of allowance for loan loss)	11,318,764	10,572,292
Derivatives	10,149	10,873
Time deposits	1,280,264	1,135,721
Other borrowings	1,249,370	1,437,094
Long-term debt	79,496	77,025
Derivatives	$ 8,906	$ 11,329

XML

Schedule of Parent Company Balance Sheets (Detail) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
ASSETS
Goodwill on purchased affiliates	$ 180,867	$ 180,867
Securities available for sale and other	7,639,543	7,690,108
Total assets	21,771,583	20,682,532
LIABILITIES AND SHAREHOLDERS' EQUITY
Long-term debt	79,281	76,772
Total liabilities	19,590,052	18,720,148
Shareholders' equity	2,181,531	1,962,384	$ 1,893,694	$ 1,643,758
Total liabilities and shareholders' equity	21,771,583	20,682,532
Parent Company [Member]
ASSETS
Investment in subsidiaries: Banks	1,815,953	1,662,326
Investment in subsidiaries: Non-banks	149,145	214,633
Total investment in subsidiaries	1,965,098	1,876,959
Goodwill on purchased affiliates	5,011	5,011
Cash	260,621	65,254
Securities available for sale and other	68,550	90,759
Total assets	2,299,280	2,037,983
LIABILITIES AND SHAREHOLDERS' EQUITY
Long-term debt	68,285	67,256
Accrued expenses and other	49,464	8,343
Total liabilities	117,749	75,599
Shareholders' equity	2,181,531	1,962,384
Total liabilities and shareholders' equity	$ 2,299,280	$ 2,037,983

XML

Schedule of Parent Company Statements of Income and Comprehensive Income (Detail) - USD ($) $ in Thousands	3 Months Ended										12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	[1]	Mar. 31, 2016	[1]	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
EXPENSE
Salaries and employee benefits											$ 413,830	$ 390,059	$ 367,606
Income tax benefit	$ 16,463	$ 12,971	$ 11,490	$ 12,446	$ 10,939	$ 10,674	$ 12,102		$ 11,240		53,370	44,955	31,730
Income from continuing operations	$ 47,357	$ 48,872	$ 44,771	$ 41,976	$ 43,400	$ 39,422	$ 36,463		$ 34,349		182,976	153,634	96,558
Income from discontinued operations											64,129	5,167	19,515
NET INCOME											247,105	158,801	116,073
Other comprehensive income (loss)											12,017	(53,824)	(14,724)
Comprehensive income											259,122	104,977	101,349
Parent Company [Member]
INCOME
Dividends and income received from subsidiaries											55,000	47,000	27,913
Service fees from subsidiaries											43,691	40,579	42,212
Other											10,390	4,207	891
Total income											109,081	91,786	71,016
EXPENSE
Salaries and employee benefits											43,716	38,198	41,019
Other											18,652	20,436	22,051
Total expense											62,368	58,634	63,070
Income before income taxes and equity in undistributed earnings of subsidiaries											46,713	33,152	7,946
Income tax benefit											(1,202)	(3,903)	(4,703)
Income before equity in undistributed earnings of subsidiaries											47,915	37,055	12,649
Banks											140,873	119,551	95,942
Non-Banks											(5,812)	(2,972)	(12,033)
Income from continuing operations											182,976	153,634	96,558
Income from discontinued operations											64,129	5,167	19,515
NET INCOME											247,105	158,801	116,073
Other comprehensive income (loss)											12,017	(53,824)	(14,724)
Comprehensive income											$ 259,122	$ 104,977	$ 101,349

[1] During the third quarter of 2016, the Company early adopted ASU No. 2016-09 with an effective date of January 1, 2016. As part of the adoption of this standard, the Company made an accounting policy election to account for stock compensation forfeitures on an actual basis and discontinue the use of an estimated forfeiture approach. This change required a modified retrospective adoption, via a cumulative effect adjustment and recasting of first quarter and second quarter 2016 operating results. The impact of this adoption was an increase to net income of $158 thousand and $220 thousand for the first and second quarters, respectively. Additionally, basic and diluted net income per share increased $0.01 for both periods.

XML

Schedule of Parent Company Statements of Cash Flows (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
OPERATING ACTIVITIES
Net income	$ 247,105	$ 158,801	$ 116,073
Depreciation and amortization	54,875	54,556	52,751
Equity based compensation	13,316	11,735	10,751
Net tax benefit related to equity compensation plans	3,612	1,073	944
Gains on sales of assets	(103,346)	(762)	(98)
Changes in other assets and liabilities, net	25,216	4,042	(22,055)
Net cash provided by operating activities	326,526	296,440	211,905
INVESTING ACTIVITIES
Net cash activity from divestitures and acquisitions	167,183
Net cash used in investing activities	(478,578)	(1,502,443)	(1,330,237)
FINANCING ACTIVITIES
Cash dividends paid	(51,876)	(49,038)	(45,967)
Purchases of treasury stock	(15,276)	(16,367)	(8,457)
Net cash (used in) provided by financing activities	804,347	1,450,858	150,214
Increase (decrease) in cash and cash equivalents	652,295	244,855	(968,118)
Cash and cash equivalents at beginning of year	1,063,967	819,112	1,787,230
Cash and cash equivalents at end of year	1,716,262	1,063,967	819,112
Parent Company [Member]
OPERATING ACTIVITIES
Net income	247,105	158,801	116,073
Equity in earnings of subsidiaries	(146,367)	(163,993)	(128,601)
Dividends received from subsidiaries	96,391	54,000	27,913
Depreciation and amortization	424	457	332
Equity based compensation	13,316	11,735	10,751
Net tax benefit related to equity compensation plans	3,612	1,073	944
Gains on sales of assets	(103,715)
Changes in other assets and liabilities, net	5,424	(11,717)	220
Net cash provided by operating activities	116,190	50,356	27,632
INVESTING ACTIVITIES
Net capital investment in subsidiaries	(37,474)	(10,006)	(16,513)
Net cash activity from divestitures and acquisitions	168,361		24,962
Net (increase) decrease in securities available for sale	1,575	(1,034)	211
Net cash used in investing activities	132,462	(11,040)	8,660
FINANCING ACTIVITIES
Cash dividends paid	(51,876)	(49,038)	(45,967)
Proceeds from exercise of stock options and sales of treasury stock	13,867	16,911	11,606
Purchases of treasury stock	(15,276)	(16,367)	(8,457)
Net cash (used in) provided by financing activities	(53,285)	(48,494)	(42,818)
Increase (decrease) in cash and cash equivalents	195,367	(9,178)	(6,526)
Cash and cash equivalents at beginning of year	65,254	74,432	80,958
Cash and cash equivalents at end of year	$ 260,621	$ 65,254	$ 74,432

XML

Summary of Operating Results by Quarter (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended										12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016		Mar. 31, 2016		Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Quarterly Financial Information Disclosure [Abstract]
Interest income	$ 163,116	$ 157,895	$ 151,211	$ 144,690	$ 139,010	$ 132,038	$ 127,897	[1]	$ 124,086	[1]	$ 616,912	$ 523,031	$ 430,681
Interest expense	16,770	17,037	13,817	10,375	7,554	7,273	6,687	[1]	6,194	[1]	57,999	27,708	18,614
Net interest income	146,346	140,858	137,394	134,315	131,456	124,765	121,210	[1]	117,892	[1]	558,913	495,323	412,067
Provision for loan losses	6,000	11,500	14,500	9,000	7,500	13,000	7,000	[1]	5,000	[1]	41,000	32,500	15,500
Noninterest income	106,033	104,306	110,306	102,917	98,230	103,542	102,774	[1]	97,965	[1]	423,562	402,511	370,659
Noninterest expense	182,559	171,821	176,939	173,810	167,847	165,211	168,419	[1]	165,268	[1]	705,129	666,745	638,938
Income tax expense	16,463	12,971	11,490	12,446	10,939	10,674	12,102	[1]	11,240	[1]	53,370	44,955	31,730
Income from continuing operations	$ 47,357	$ 48,872	$ 44,771	$ 41,976	$ 43,400	$ 39,422	$ 36,463	[1]	$ 34,349	[1]	$ 182,976	$ 153,634	$ 96,558
Net income from continuing operations - basic	$ 0.96	$ 0.99	$ 0.91	$ 0.85	$ 0.89	$ 0.81	$ 0.75		$ 0.70		$ 3.72	$ 3.15	$ 2.05
Net income from continuing operations - diluted	0.95	0.98	0.90	0.84	0.87	0.80	0.74		0.70		3.67	3.12	2.03
Dividend	0.275	0.255	0.255	0.255	0.255	0.245	0.245		0.245		$ 1.04	$ 0.99	$ 0.95
Book value	$ 43.72	$ 42.15	$ 41.42	$ 40.34	$ 39.51	$ 40.86	$ 40.44		$ 39.38

[1] During the third quarter of 2016, the Company early adopted ASU No. 2016-09 with an effective date of January 1, 2016. As part of the adoption of this standard, the Company made an accounting policy election to account for stock compensation forfeitures on an actual basis and discontinue the use of an estimated forfeiture approach. This change required a modified retrospective adoption, via a cumulative effect adjustment and recasting of first quarter and second quarter 2016 operating results. The impact of this adoption was an increase to net income of $158 thousand and $220 thousand for the first and second quarters, respectively. Additionally, basic and diluted net income per share increased $0.01 for both periods.

XML

Summary of Operating Results by Quarter (Parenthetical) (Detail) - Accounting Standards Update 2016-09 [Member] - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Jun. 30, 2016	Mar. 31, 2016
Quarterly Financial Information [Line Items]
New accounting pronouncement or change in accounting principle, effect of change on net income	$ 220	$ 158
New accounting pronouncement or change in accounting principle, effect of change on basic earnings per share	$ 0.01	$ 0.01
New accounting pronouncement or change in accounting principle, effect of change on diluted net income per share	$ 0.01	$ 0.01