UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to ______________
Commission file number 0-4887
A. Full title of the plan:
UMB Profit Sharing and 401(k) Savings Plan
B. Name of issuer of securities held pursuant to the plan and the address
of its principal executive office.
UMB Financial Corporation
1010 Grand Boulevard
Kansas City, Missouri 64106
UMB PROFIT SHARING AND 401(k) SAVINGS PLAN
TABLE OF CONTENTS
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.......................3
FINANCIAL STATEMENTS:
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2004 AND 2003....4
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED
DECEMBER 31, 2004.............................................................5
NOTES TO FINANCIAL STATEMENTS...............................................6-9
SUPPLEMENTAL SCHEDULE
FORM 5500, SCHEDULE H, PART IV, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF
YEAR) DECEMBER 31, 2004......................................................10
SIGNATURES...................................................................11
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.....................12
All other schedules required by Section 2520.103-10 of the Departments of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 have been omitted because they are not
applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the participants and Administrative Committee of
the UMB Profit Sharing and 401(k) Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the UMB Profit Sharing and 401(k) Savings Plan (the "Plan") as of December
31, 2004 and 2003, and the related statement of changes in net assets available
for benefits for the year ended December 31, 2004. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Plan is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Plan's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2004 and 2003, and the changes in net assets available for benefits for the year
ended December 31, 2004 in conformity with accounting principles generally
accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in the
Table of Contents is presented for the purpose of additional analysis and is not
a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied in
the audits of the basic 2004 financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
[GRAPHIC OMITTED][GRAPHIC OMITTED]
June 27, 2005
Kansas City, Missouri
UMB PROFIT SHARING AND 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2004 AND 2003
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2004 2003
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ASSETS:
Investments, at fair value:
Share of net assets of UMB Retirement $ 115,496,244
Master Trust
Mutual funds $ 84,220,812
Participant loans 3,922,370
Common stock 2,378,997
Money market fund 9,606,244
------------------------------
Total investments 115,496,244 100,128,423
Receivables:
Employer contributions 1,905,580 3,493,353
Employee contributions 130 266,094
Interest and dividends 42,529 15,054
Due from brokers for securities sold 257,701
------------------------------
Total receivables 2,205,940 3,774,501
Cash 8,247 6,485
------------------------------
Total assets 117,710,431 103,909,409
------------------------------
LIABILITIES:
Excess contributions payable 205,379 107,690
Due to brokers for securities purchased 226,915
------------------------------
Total liabilities 432,294 107,690
------------------------------
------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $ 117,278,137 $ 103,801,719
==============================
See notes to financial statements.
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UMB PROFIT SHARING AND 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2004
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ADDITIONS:
Allocated share of changes in UMB Retirement $ 8,240,861
Master Trust
Interest and dividends 3,423,038
Employer contributions 1,905,580
Employee contributions 7,535,549
Rollover contributions 542,734
Transfers from the ESOP of UMB Bank 1,171,073
Other 56,478
-----------------
Total additions 22,875,313
DEDUCTIONS:
Benefits paid to participants 9,376,545
Administrative expenses 22,350
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Total deductions 9,398,895
-----------------
INCREASE IN NET ASSETS 13,476,418
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 103,801,719
-----------------
End of year $ 117,278,137
=================
See notes to financial statements.
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UMB PROFIT SHARING AND 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AS OF
DECEMBER 31, 2004 AND 2003, AND FOR THE YEAR ENDED DECEMBER 31, 2004
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1. PLAN DESCRIPTION
The following description of the UMB Profit Sharing and 401(k) Savings
Plan (the "Plan") is provided for general information purposes only.
Participants should refer to the Plan agreement for more complete information.
General - The Plan is a defined contribution plan covering substantially
all employees and provides for retirement, disability and death benefits. It is
subject to the provisions of the Employee Retirement Income Security Act
("ERISA"). The employers (UMB Financial Corporation and affiliates)
(collectively, the "Company" or "UMB") will determine each year what amount, if
any, will be contributed to the Plan. Company contributions, as determined
above, (profit sharing contributions) are divided between the Plan and the ESOP
of UMB (the "ESOP"), at the discretion of the Board of Directors of the Company.
There were no Company profit sharing contributions for 2004.
Eligibility and Participation - The Plan provides that employees with one
full year of continuous service become eligible to participate in the profit
sharing portion of the Plan. Employees are eligible to make deferral
contributions and receive the Company matching contribution the first of the
month following date of employment. Effective January 1, 2004, employees are
eligible to make deferral contributions and receive the Company matching
contribution the first of the month following one month of employment. Employees
are eligible to receive the Company profit sharing contribution the first day of
the Plan year and the first day of the seventh month of the Plan year after
satisfying eligibility requirements. However, to share in the Company matching
contributions and any profit-sharing contributions, participants must be
actively employed on the last day of the Plan year.
Contributions - Each year, participants may contribute up to 50 percent of
pretax compensation as defined in the Plan. In addition, all employees who are
eligible to make elective deferrals under this Plan and have attained age 50
shall be eligible to make catch-up contributions in accordance with the Plan
document. Participants may also contribute amounts representing distributions
from other qualified defined benefit or defined contribution plans. Participants
direct the investment of their contributions and the Company contributions into
various investment options offered by the Plan. The plan currently offers nine
mutual funds, a Company stock fund and a money market fund as investment options
for participants. The Plan allows for matching contributions by the Company to
be determined annually by the Board of Directors of the Company at its
discretion. Company matching 401(k) contributions of $1,905,580 were made to the
Plan in 2004. There was no profit sharing contribution to the Plan in 2004.
Contributions are subject to certain Internal Revenue Code ("IRC") limitations.
Participant Accounts - A separate account is maintained for each
participant in the Plan. Each participant's account is credited with the
participant's contribution and allocations of (1) the Company's contribution,
(2) forfeitures of terminated participants' nonvested accounts, and (3) Plan
earnings, and charged with an allocation of Plan losses and administrative
expenses. Allocations are based on participant earnings, subject to certain
limits. The benefit to which a participant is entitled is the benefit that can
be provided from the participant's vested account.
Vesting - Participants are vested immediately in their contributions and
the Company matching contribution plus actual earnings thereon. Participants are
vested in the Company profit sharing contribution after five years of service.
Due to an amendment, a participant satisfying the requirements of the 2003
Severance Plan established for employees terminated as a result of the transfer
of the employee benefit accounts to Marshall & Ilsley Corporation or separating
from service under the 2000-2001 UMB Special Retirement Incentive Program shall
be 100 percent vested.
Participant Loans - Participants may borrow from their fund accounts a
minimum of $500 up to a maximum equal to the lesser of $50,000 or 50% of their
account balance. The loans are secured by the balance in the participant's
account. Additionally, all loans are made for a period of less than five years
unless proceeds of such loan are exclusively used for the acquisition of a
dwelling unit to be used as the principal residence of the participant. Interest
rates for residential loans are Marshall & Ilsley Bank's 15 year mortgage rate.
Interest rates for
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all other loans are the greater of prime rate or Marshall & Ilsley Bank's 5 year
CD rate plus 2%. Principal and interest is paid ratably through payroll
deductions.
Payment of Benefits - A participant may withdraw all or a portion of
voluntary contributions subject to hardship withdrawal provisions and
Administrative Committee approval. Employees are not allowed to withdraw any
portion of the Company contributions prior to age 59 1/2. Qualified participants
are also able to transfer a portion of their account balances from the ESOP to
the Plan.
Forfeited Accounts - At December 31, 2004 there were no forfeited
nonvested accounts. Forfeited nonvested accounts are reallocated to participant
accounts at the end of the Plan year in which the forfeiture occurs. Also, in
2004, $118,831 of forfeited nonvested accounts was allocated to participant
accounts.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The accompanying financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America.
Use of Estimates - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of net assets available for benefits and changes therein. Actual results
could differ from those estimates. The Plan utilizes various investment
instruments. Investment securities, in general, are exposed to various risks,
such as interest rate, credit, and overall market volatility. Due to the level
of risk associated with certain investment securities, it is reasonably possible
that changes in the values of investment securities will occur in the near term
and that such change could materially affect the amounts reported in the
financial statements.
Investment Valuation and Income Recognition - The Plan's investments are
stated at fair value. Securities traded in public markets are valued at their
quoted market prices. Participants do not have beneficial ownership in specific
underlying securities or other assets in the various funds, but have an interest
therein represented by units valued as of the last business day of the period.
The various funds earn dividends and interest which are automatically reinvested
in additional units. Generally, contributions to and withdrawal payments from
each fund are converted to units by dividing the amounts of such transactions by
the unit values as last determined, and the participants' accounts are charged
or credited with the number of units properly attributable to each participant.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Payment of Benefits - Benefit payments to participants are recorded upon
distribution.
Costs and Expenses - All costs and expenses incurred with regard to the
purchase, sale or transfer of investments and other assets in connection with
the operations of the Plan are borne by the Plan. Administrative expenses are
paid by the Company.
Excess Contributions Payable - The Plan is required to return
contributions received during the Plan year in excess of the IRC limits. This
limit was exceeded during 2004 in which the excess of $205,379 was returned to
certain participants on March 5, 2005.
3. INVESTMENTS
The Plan's investments that represent five percent or more of the Plan's net
assets available for benefits as of December 31, 2004 and 2003 are as follows:
2004 2003
---------------------------------
Share of net assets of UMB
Retirement Master Trust $ 115,496,244 $ -
UMB Scout Stock Fund 20,224,253
UMB Scout Bond Fund 14,987,264
UMB Scout Worldwide Fund 12,672,041
UMB Scout Small Cap Fund 10,476,766
UMB Scout Prime Money Market 9,606,244
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4. UMB RETIREMENT MASTER TRUST
Effective January 1, 2004, the assets of the Plan and the ESOP of UMB were
combined into the UMB Retirement Master Trust ("the Trust"), a master trust
established by the Company and administered by Marshall & Ilsley Trust Company
(the "Trustee"). Use of the Master Trust permits the commingling of trust assets
with the assets of the ESOP of UMB for investment and administrative purposes.
At December 31, 2004, the Plan's assets relate to its share of the allocated net
assets of the Trust which are stated in at fair value. Although assets of both
plans are commingled in the Master Trust, the Trustee maintains supporting
records for the purpose of allocating investment income to the participating
plans. The net investment income of the investment assets is allocated by the
Trustee to each participating plan on a basis proportionate to the Plan's share
of net assets. All other activity is recorded in the Plan based on the elections
of the individual participants in the Plan. At December 31, 2004, the Plan's
interest in the net assets of the Trust was approximately 63%.
The investments of the Master Trust at December 31, 2004 are summarized as
follows:
2004
-----------------
Investments, at fair value:
Mutual funds $ 99,228,648
Participant Loans 4,137,079
UMB Company stock fund 73,671,169
Money market fund 8,898,003
-----------------
Total Investments 185,934,899
Receivables 300,230
Payables (226,915)
-----------------
Net Assets $ 186,008,214
=================
Investment income of the Trust includes net appreciation in the fair value of
investments and dividend and interest income. Net appreciation in the fair value
of its investments consists of the realized gains or losses and the unrealized
appreciation (depreciation) of those investments.
The Trust's investment income for the year ended December 31, 2004 was as
follows:
2004
-----------------
Dividend and interest income $ 4,255,034
-----------------
Net appreciation in fair value of
investments:
Mutual funds 7,744,562
UMB Company Stock Fund 12,386,712
-----------------
Net appreciation in fair value of 20,131,274
investments
-----------------
Investment income of Master Trust $ 24,386,308
=================
5. PLAN TERMINATION
Although it has not expressed any intention to do so, the Board of Directors of
UMB Financial Corporation, (the "Plan Sponsor"), has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to
the provisions set forth in ERISA. In the event that the Plan is terminated, the
Plan provides that its net
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assets be used to pay all expenses and benefits due and to distribute the
remaining assets among the Plan participants based upon their account balance.
6. FEDERAL INCOME TAX STATUS
The Company has adopted a nonstandardized prototype plan, which has received a
favorable opinion letter from the Internal Revenue Service, dated January 31,
2004, stating that the prototype plan complied with the applicable sections of
the IRC. However, the Company has not requested a determination letter, but
management of the Company believes the Plan, as currently operated, is qualified
and tax-exempt. Therefore, no provision for income taxes has been included in
the Plan's financial statements.
7. PARTY-IN-INTEREST TRANSATCTIONS/SIGNIFICANT INVESTMENTS
At December 31, 2004, the Trust held 57,311 shares of UMB's common stock at a
fair value of $3,244,868. This investment represents five percent or more of the
Trust's net assets available for benefits. All of the above transactions are
exempt from the prohibitions against party-in-interest transaction under the
ERISA.
8. SUBSEQUENT EVENTS
Effective May 24, 2005, the name of the UMB Scout Stock Select Fund was changed
to the UMB Scout Growth Fund.
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UMB PROFIT SHARING AND 401(k) SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS (HELD
AT END OF YEAR) DECEMBER 31, 2004
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(a) (b) (c) (d)
Description of Investment
Identity of Issue, Including Maturity Date, Rate of
Borrower, Lessor or Interest, Collateral, Par or Current
Similar Party Maturity Value Value
Promissory notes, interest rates
* from 4.0% to 10.5%; maturity
Participant Loans dates through February 22, 2004 4,137,079
-----------
$ 4,137,079
===========
* Represents party-in-interest to the Plan.
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
UMB Profit Sharing and 401(k) Savings Plan
-------------------------------------------
Date: June 27, 2005 /s/ Lawrence G. Smith
--------------------------------------------
Lawrence G. Smith Executive Vice President
& Chief Human Resources Officer
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No.
333-65807 of UMB Financial Corporation on Form S-8 of our report dated June 27,
2005, appearing in this Annual Report on Form 11-K of the UMB Profit Sharing and
401(k) Savings Plan for the year ended December 31, 2004.
[GRAPHIC OMITTED][GRAPHIC OMITTED]
Kansas City, Missouri
June 27, 2005
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