UMB FINANCIAL CORP
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
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FY2023 · Filed Feb 22, 2024
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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, 2023 and 2022
Consolidated Statements of Income for the Three Years Ended December 31, 2023
Consolidated Statements of Comprehensive Income for the Three Years Ended December 31, 2023
Consolidated Statements of Changes in Shareholders' Equity for the Three Years Ended December 31, 2023
Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2023
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
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 April 13, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K dated April 13, 2023 and filed with the Commission on April 13, 2023). |
| 4.1 | Description of the capital stock included in the Registration Statement on Form 8-A (incorporated by reference to the Registration Statement on Form 8-A dated May 1, 2018 and filed with the Commission on May 1, 2018). |
| 4.2 | Description of the capital stock included in the Registration Statement on Form S-3 (incorporated by reference to the Registration Statement on Form S-3 ASR dated August 17, 2022 and filed with the Commission on August 17, 2022). |
| 4.3 | Description of UMB Financial Corporation’s Securities (incorporated by reference to Exhibit 4.3 to the Company’s Form 10-K for December 31, 2019 and filed with the Commission on February 27, 2020). |
| 4.4 | Indenture, dated as of September 17, 2020, by and between UMB Financial Corporation and Wells Fargo, National Association (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated September 17, 2020 and filed with the Commission on September 22, 2020). |
| 4.5 | Supplemental Indenture, dated as of September 17, 2020, by and between UMB Financial Corporation and Wells Fargo, National Association, as Trustee, with respect to the 3.700% Fixed-to-Fixed Rate Subordinated Notes due 2030 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K dated September 17, 2020 and filed with the Commission on September 22, 2020). |
| 4.6 | Form of 3.700% Fixed-to-Fixed Rate Subordinated Notes due 2030 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K dated September 17, 2020 and filed with the Commission on September 22, 2020). |
| 4.7 | Second Supplemental Indenture, dated as of September 28, 2022, by and between UMB Financial Corporation and Wells Fargo, National Association, as Trustee, with respect to the 6.250% Fixed-to-Fixed Rate Subordinated Notes due 2032 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K dated September 28, 2022 and filed with the Commission on September 28, 2022). |
| 4.8 | Form of 6.250% Fixed-to-Fixed Rate Subordinated Notes due 2032 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K dated September 28, 2022 and filed with the Commission on September 28, 2022). |
| 10.1 | 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). |
| 10.2 | Deferred Compensation Plan, dated as of December 1, 2008 (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-K for December 31, 2017 and filed with the Commission on February 22, 2018). |
| 10.3 | 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). |
| 10.4 | Performance Share Unit Award Agreement for the UMB Financial Corporation Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated June 8, 2018 and filed with the Commission on June 14, 2018). |
| 10.5 | Restricted Share Unit Award Agreement for the UMB Financial Corporation Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.5 to the Company's Form 10-K for December 31, 2022 and filed with the Commission on February 23, 2023). |
| 10.6 | 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). |
| 10.7 | UMBF Omnibus Incentive Compensation Plan (incorporated by reference to Appendix A of the Company’s Proxy Statement for the Company’s April 24, 2018 Annual Meeting filed with the Commission on March 13, 2018). |
| 10.8 | Performance Share Unit Award Agreement with Shannon A. Johnson (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated July 25, 2022 and filed with the Commission on July 29, 2022). |
| 21.1 | Subsidiaries of the Registrant filed herewith. |
| 23.1 | Consent of Independent Registered Public Accounting Firm – 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. |
| 97.1 | Compensation Recovery Policy filed herewith. |
| 101.INS | XBRL Instance Document – The instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document filed herewith. |
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