Good day and welcome to the UMB Financial Corporation 3Q 2016 Conference Call. All participants will be in listen-only mode. [Operator Instructions] After today’s presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Kay Gregory. Please go ahead.

Good morning and thank you for joining us. On the call today are Mariner Kemper, President and CEO, Ram Shankar, CFO and Mike Hagedorn, CEO of UMB Bank. Before we begin, let me remind you that today’s presentation contains forward-looking statements, all of which are subject to assumptions, risks and uncertainties. Actual results and other future events, circumstances, or aspirations may differ materially from those set forth in any forward-looking statement. Information about factors that may cause them to differ is contained in our 10-K for 2015 and subsequent 10-Qs and other SEC filings. Forward-looking statements made in today’s presentation speak only as of today and we undertake no obligation to update them. Our earnings release, as well as our supporting slide deck is available on our website at umbfinancial.com, under news and events in the Investor Section. The slides are also available in the webcast link for your reference. Reconciliations of non-GAAP financial measures have been included in the earnings release and on Pages 5 and 6 of the supporting slides. With that, I’ll turn the call over to Mariner Kemper.

Thank you, Kay. Welcome everyone and thanks for joining us this morning to discuss our third quarter results which reflects continued progress or efficiency initiatives along with solid increases and loan balances. Also, I’d like to welcome Ram Shankar, our new CFO who joined us in August. We are happy to have him on board and with us on the call today. Looking at the third quarter results on slide four you’ll see that net income was $41.9 million or $0.85 per diluted share and on a non-GAAP basis adjusting for the items shown on slide five, net operating income was $43 million or $0.87 per diluted share. On slide eight you’ll see that we once again delivered solid loan growth, with average loan balances for the third quarter increasing 13.9% compared to September 30, 2015 and 11.6% on a linked-quarter basis annualized. Average C&I loans increased 1.9% on a linked-quarter basis. While this increase is slightly below our average C&I growth over the past several quarters, we have a robust pipeline and continue to see opportunities in all our markets supported by a diverse set of industries. Overall growth along with the change in mix in our loan portfolio helped drive our net interest margin to 2.87% for the third quarter compared with 2.73% a year ago and 2.86% in the second quarter. Ram will provide more color later in the call. I’d like to touch briefly on credit quality, which has long set up apart favourably from the industry as a whole. On slide nine we have provided a 12-year loss history and I’m incredibly proud of this track record. I have mentioned many times that we have relationship bank which is an important aspect of our credit culture. We know our customers well and have the ability…

Thanks, Mariner and good morning everyone. I’m happy to be here today and look forward to meeting many of you in the coming months as I get up to speed in my new role. Looking first at the income statement, third quarter 2016 net interest income rose 2.9% on a linked-quarter basis and 13.5% year-over-year to $124.8 million as shown on slide 14. This increase was driven by loan growth and by the positive asset mix variants. The average yield on earning assets increased two basis points on a linked-quarter basis to 3.03% while the total cost of funds rose one basis point. Loans comprised 55.4% of average earning assets for the third quarter versus 53% a year ago. We continue to expand net interest margin through remixing our balance sheet, both by rotating earning assets into loans and by mix shift within the loan and investment portfolios. Provision expense increased to $13 million for the third quarter consistent with our methodology, which considers the inherent risk in our loan portfolio, as well as other qualitative factors such as macroeconomic conditions. Loan growth increased impaired loans, increased net charge-offs and the higher level of NPLs driven largely by the two commercial credit Mariner discussed impacted the result this quarter. Slides 15 and 16 show the details and primary drivers of the changes in non-interest income which on a linked-quarter basis were relatively flat. Trust and securities processing income remained stable as strong revenues from the asset management businesses within the bank offset a slight decline in revenue from fund services and scout. The 11.8% year-over-year increase in non-interest income was driven largely by positive movement in equity earnings related to our Prairie Capital Management fund investments along with higher trading and investment banking and brokerage fees driven by growth in…

Thanks Ram and welcome to the team. In the bank segment, pre-tax profit margin for the third quarter was 23% compared to 23.1% in the second quarter and 12.6% a year ago as the impact of improved net interest income and reduced expenses combined to offset the increased provision expense. As a reminder, the largest portion of acquisition expense, fees [ph] and benefit expenses, gains on the sales of securities and equity earnings on alternative investments are recognized in the bank segment. The bank includes four lines of business commercial banking, personal banking, institutional banking and healthcare services. On slides 35 and 36 we provided a look at the revenue expense and resulting net income contributions for each of these businesses. Revenue diversity is important for UMB as a whole, but also within the bank segment where non-interest income represented 39.7% of third quarter revenue. Growing fee income contributions from institutional banking, healthcare and investment management businesses within the bank along with continued expense control are important part of improving our profitability metrics. Turning to slide 37, we saw strong loan production of $552 million in the third quarter. Total pay-offs and pay-downs for the quarter were $368 million which is slightly higher than the average of $314 million we saw over the prior four quarters. Payoffs and pay-downs as a percentage of our growing loan portfolio have remained fairly steady. The composition of our loan book and a regional view are shown on Slides 38 and 39 followed by a more detailed look at our CRE and construction portfolio. We've added $176 million in those two categories during third quarter. Demand for multifamily and student housing, financing continues particularly in our Texas and Arizona markets along with industrial and office projects. We monitor our portfolio concentrations and continue to…

Thank you, sir. We will now begin the question and answer session. [Operator Instructions] The first question comes from Ebrahim Poonawala of Bank of America.

Good morning, guys.

Good morning.

I just think first question I guess in terms of -- if you can talk about expenses sort of when I look at your expense run rate for the quarter at $178.2, it sounds like it included about $3.5 million in deferred comp tied to the insurance income on the fee revenue side?

Ebrahim, how are you? This is Ram. The $3.5 million, the year-over-year swing in the deferred comp line item. So let me give you – just give you a little bit more detail. The actual gross amount of the deferred comp expense that we incurred in the third quarter was about $1.4 million, and then last year, year ago quarter was about negative 2.1, so it was credit. So that's the $3.5 million swing on a year-over-year basis. But what's embedded in our $178 million is 1.4 related to deferred comp. And as you can realize that can be really volatile depending on equity markets. And as we noted in the press release thus equally offset sometime in the other fee income line item.

So then, I guess, as we look at some of the additional cost savings, fiscal outstanding and look at the expense run rate around like is 178 kind of the place from where we should expect sort of expenses to grow as obviously you're growing the bank, but the efficiency ratio to continue to stay, put and send lower, like if you can help us think, but just given all the ins and outs and fee and expenses it will be helpful to do sort of get some framework in terms of how we should think about that moving forward into 4Q and more importantly into 2017?

Ebrahim, this is Mariner. I think as we've been saying, our intention is to get our efficiency ratio to 70 and as you can see in this quarter we hit that number. At this point with the work that we are putting into this, there is some ins and outs and some noise as we affect change and we're not sure at this point whether you should take that as a run rate at this point. However, directionally we will continue to reduce the expense growth rate.

This is Mike. Ebrahim, I just draw your attention to slide 18 and the remaining estimate that we have, it's not been recognized through year to-date 2016. We're still committing to the 32.9, but there is some work still to be done that will spill over into 2017.

Well, not just on that project as we said many, many times. That was just statement about the work we're doing, so we continue to reduce expenses across the company, and in addition to that announced project last year.

Understood. And I guess, just on a separate topic, it sounded like you felt the increase in the NPLs were more one-offs of two separate sort of large credits and nothing really in terms of a turn in that credit trends that you're seeing? If that's the case how should we think about in terms as we move forward? Are we at a point where we should anticipate that the reserve build from your both from a dollar and ratio basis?

Well, as you know there's a lot of things that go into how are provisioning is determine, it’s a big metrics of things that go into that from loan quality to loan size of book to qualitative factors about the economy et cetera, so a great deal goes into that metric. So, we can't give you an indication direct straight up about where that will end up, because there are lot of variables. But I would say about what you should focus on I think is this really our history, so we mentioned in the call the activity in third quarter is largely related to two credits, both of them are traditional. I would kind of take you back to page nine in our deck, which really talks to the way you should think about our book which are migration history from NPLs to charge-offs and we have a long history of having very, very low ratio of conversion and NPLs to net charge-offs since 2004 that's come from 0.22% to in 2013, 0.23% and then on down to third quarter. And that's a very significant growth, right. So, we've been able to manage growth and keep our charge-offs down and that's our continued expectation.

And both these credits on your internal watchlist for a while or this [Indiscernible]?

Do you want to do that again, I'm sorry.

Both the commercial credits has they been your internal watchlist for a few quarters or did something happened in the third quarter which led to sort of them going non-performing?

It's nothing unusual about the activity, you know just normal course of business.

Got it. Thanks for taking my questions.

Our next question is from Chris McGratty with KBW. Please go ahead.

Hey, good morning everyone.

Good morning, Chris.

If I could ask and follow-up on the credit, the $30 million in our provision, how much of that was an estimate related to those two credits, because you're provisioning rate was obviously quite a bit higher than its previously been, I'm wondering [Indiscernible] to credits?

This is Mike. Well, I can't you an exact number because as Mariner just to Ebrahim's question things like migration, the actual risk rating itself all play, many other factors play into exactly how that provision numbers is derive, 13 is high relative to what you've seen in the last couple of quarters and is directly related to those two credits.

Okay. If I might on the efficiency ratio, just come back to make sure I'm kind of on the same page. The $70 million [ph] that you talk about obviously I think you guys have made 10 points of progress in the year or year and half, its obviously lot of progress, but with from here given what's remain in terms of the savings is without rates is it fair to assume we kind of hangout around 70%?

Well, as we talk that's a stopping off place, we want to – so its kind of takes a lot of hard work to get there in the first place and we'll reassess what we think we can do from there when we get there.

Okay.

I'm just going to add to that, remember this was – while there was a stated number and obviously we've been tracking to that. This isn't really about that, this is really about attitudinal how we change, how we go to business and challenging our associates to think differently, and so this isn't one and done thing, this should continue now, isn't going to continue with the same rates that we did, who knows, but don't think if it is being done.

Understood. I got it. Maybe just last one, the guidance on the tax rate, I think 24 for the full year, What's the – how should we think about the fourth quarter, I just put out back into it kind of quickly and then how should we think about 2017, that would be great? Thanks.

Yes. We don't forward guidance, Chris, but on the fourth quarter I would say consistent with what – I would say, in between the third and full year guidance, so you can just do the average on that, so low 20 handle [ph].

Okay. That's great. Thanks.

The next question is from Matt Olney with Stephens. Please go ahead.

Hey, thanks. Good morning, guys.

Good morning, Matt.

Good morning, Matt.

I want to start on loan yields, shows a nice improvement this quarter, can you drill down on the higher loan yields. How much of this was from the LIBOR move versus other changes during the quarter?

Its led mostly mix change, so going from variables to fixed rate type debt, we've been talking about our project to gain benefit by remixing, we're talking that for a while, so that -- its led by that. We've had some great success remixing the book, and then rates which is directly related to going from variable to fix in the first place. So those two things are really leading that change. Does that helps?

Yes, the LIBOR movement had very little impact on the loan yields this quarter.

Okay. And Mariner there's been nice remix over the last few quarters. Anything you could think of that would slow that momentum down going forward from here?

You know nothing other than what anybody would tell you about economic activity, what happen to the election et cetera. Our pipeline remains strong, so the activity in the pipeline on the growth basis, the activity is very strong, continue to be very strong as we look into the next quarter. So I guess the only think I could say that would slow that down would be just sentiment at the customer and consumer level around economic data, so we feel good about our pipeline.

Okay. So its sounds like nothing specific to you would be – general economic issue?

Exactly, we feel pretty good about the activity levels.

Okay. That's helpful. I think going back to the credit, the two non-accrual additions in the quarter, can you just clarify, were those two credits tested for impairment this quarter, and if so, were there any charges?

Well, Yes, I mean -- we have marked an impaired all of our credits as data is presented to us to do so. So, I'm not sure if that answer your question, but if they were surprises I guess that's your question, they have done work, both them have been work through our regular cycle and migration.

Okay. Just trying to figure out if there are any specific charges on these two credits in this quarter? I think we're all trying to figure out the provision expense question and there anything specific to these two credits this quarter?

Is means one of the credit had a specific impairment and the other one had a direct charge-off. But I am not going to tell you what that total amounts are unfortunately but there -- that's what I should say.

Okay. Yes, thanks for that.

And again I mean just to reiterate these are -- there is nothing unusual about this activity, they are both traditional credits, nothing to do with the growth in our CRE in construction or anything. These are both seasoned credit sort of had been around a while.

Understood. And then on the deposit side, want to ask you about the mix shift going on there. Looks like the HSA seeing some really nice momentum continue. But what we are seeing a lower overall dollar amount of the non-interest bearing deposits in the quarter, just kind of walk through the mix shift in the deposits and what's going on there?

Yes, so keep in mind that as you look at the mix obviously as other things grow the portion that is growing less quickly is going to obviously become a smaller percentage math. So, yes, healthcare has been a very nice addition to the portfolio and we have greater expectations for that in the future. But there is nothing specific around non-interest bearing, all things being equal as we grow some of our sources that are interest bearing in our institutional banking segment and healthcare that percentage is likely to come down. It's not that we want. And we are going to try to continue to push hard on non-interesting bearing as a C&I lender, but all things being equal it's kind of the mix of the business that we have today.

We are redoubling our efforts around this sort of deposit generation and general at this point as you know about how we think about things. We're looking down the road quite a bit. We want to make sure we're building franchise value as deposits [Indiscernible] raw materials. So we ever focused but particularly focused as we look down the runway here about making sure we're generating core deposits, and so we got a pretty strong effort going on at the bank to make sure we are doing that at this point.

Okay. That's helpful. And then last question from me is on M&A. You guys have fully integrated market now, what's the attitude towards the M&A at this point and what are sellers saying right now?

This is going to echo our second quarter comments, so sorry about that. But we are basically in the same place we were, which is we would like we have an active outreach program and have for sometime. The sentiment in -- our sentiment and the reaction from the seller side is everybody since we doing pretty well and bidding estimates and having recovery in the credits, feeling pretty good about the companies and so bit of a mismatched related to timing. This been a good time to create real value for our shareholders in the transaction. So we're -- from timing perspective feel like this is probably unlikely for us to get a deal done that add value to shareholders. So, we keep the calling efforts out looking for the right deal, but don’t feel particularly bullish that there is deal to be done at this point.

Thank you, guys.

The next question is from John Rodis of FIG Partners. Please go ahead.

Good morning, guys.

Hi, John.

Hey, John.

Mike, you made a comment about the branch count, I think you said it's down to 106 branches, can you maybe just give us your thoughts as far as where do you think that branch count ultimately goes. Have you review the whole network or you still in the process of doing that?

So, as you might guess, I won't give you a number, but in my prepared remarks I said that 40% of our branches now have gone through the 4K analysis, so that tells you that we have some yet to look at. It is in a race to zero and I've said this many of the bank conferences. This distribution network serves purpose. It can be and has been in the past profitable. It just needs to be re-looked at as far as the cost structure and we rewarded our employees that work there. So, I can't give you a number, John fortunately, but we're looking at things like obviously teller counts, teller transactions, opportunity in the marketplace, our own distribution within a town or a city or a suburb to make sure that our coverage is right, we don't have too much or too little. As I said we're actually opening a new one in a [Indiscernible] so obviously it isn't just about having too much. That's a new addition to Kansas City Metro. So it's an ongoing analysis.

And you know, you're not going to hear anything different from us and you would from anybody else really about branches, you know, the size of the branches going to get smaller, the activity in their branch is going to change. We're going to do more advice plus transactions, same kind of thing you're hearing from everybody else, so the share number of branches is probably not as important as what we're doing with them.

Make sense. Mike just to make sure, I heard you correct, you said, you've reviewed 40% of the network, is that right?

No. There are 40 locations, so 40 on 106 [ph] which is roughly 40%.

Okay. Fair enough. One other thing, can you give us an update on where energy loans currently stand?

Almost exactly where it was last quarter.

Okay. And any shift as far as I guess criticized and stuff like that to a meaningful extent?

No. We've actually brought that coverage down slightly on criticize, but all-and-all relatively unchanged.

Okay. And then one final question from me and whoever wants to take it, just turn to you guys had some pretty strong construction growth during the quarter, any bigger credits on there that drove the growth or can you just comment on that?

No. I think the activity in that space is pretty consistent. You know these are – I mean there are certainly larger deals than the other categories we've had historically, but that's been the same case since we've started this efforts, so I don't think – we don't have quarter over quarter size creep, and that's the question.

From construction loans, John, as you know that there are usual brought on period, so this could be a commitment that was made earlier in the year that people are drawing on as well, so its not just the size of the loans.

Okay. Make sense. Thanks guys.

Yep.

[Operator Instructions] The next question is from Peyton Green with Piper Jaffray. Please go ahead.

Hi guys, good morning. Maybe Mike, if you could touch this when you mentioned that 40 branches have gone through the 4K process, leaving 60 some odd to go through it again are to go through it. I think you referenced the 20% to 30% efficiency improvement. Once they go through and kind of have their new roadmap planned. What time, how long does it take to go through the whole branch network, do you think this is a two or three year process or is it gaining more momentum than that?

Okay. I want to sure we're clear about this. Not everybody is going to go through 4K, so we have some branches because of their teller counts that are very traditional and because of the foot traffic and the level of activity, they are probably such fine. And I can what that number is, but don't think about as everybody has to go through 4K. The ones that have gone through have typically taken about three months to go totally to three to maybe four, five months. So it will take a while. We just took a little bit of pause to digest what we just did and we'll crank this back up here in about a month. So mostly it's been driven by lower teller counts, don't think of it just putting everybody into the 4K model.

That's exactly what 4K means for 1000 transactions.

Correct.

So these are smaller branches.

Yes.

Okay. And then maybe a second question. As you look at the $8.4 million an additional – rolled out, so we think that a full run rate in 2017 or is it a full run rate at the end of 1Q, 2017?

I know it's hard to kind of get this, everyone know exactly when it's going to hit. That was my comment earlier. Little bit of that is going to spill over into 2017, so it's likely you're not going to get the full 2017 run rate for a portion of that.

Okay. But we should have a $5 million or so that you've targeted for the fourth quarter. Should be a full run rate not for the fourth quarter, but it will be from 1Q17. Is that fair?

Yes, you got it.

Okay. And then I know Ram, you gave guidance on the tax rate for 4Q 2016 and 2016. How should we think about the municipal activity that you've done on the lending side and the corporate-owned life insurance, is that going to keep the tax rate maybe lower than it have been pre-third quarter or last year when some of these strategies really start to gain momentum?

I want to make sure I understood the question. You asked about corporate owned life insurance and then the muni....

Muni book.

The muni book in HTM or the muni book in AFS.

Well, I think, that’s in loans.

We’ve also liked the muni asset class and I don’t think that our interest and desire for that is weighing one bit. I think that’s more about risk management or how much we should have. It’s...

Supply and supply.

Yes, great asset class for us. To the extent in HTM that some of those customers had the ability to refinance, that could affect the balances in HTM portfolio. In the AFS book, I would say right now we should expect and we expect that to stay where it’s been historically so I don’t see a big change there.

And the tax rate actually depends also on the level of income that we make, so these are the same credits, but if the income goes up, the tax rate can creep up a little too.

Okay. So it’s fair to assume that the tax rate may migrate up in 2017 where it was in 2015 versus 2016, is that the right way to think about it?

We’re not sure.

Okay. All right. And then, maybe Mariner if you can comment into this goes towards the credit but not really credit that was addressed in your prepared comments. Are you all seeing any pockets of weakness throughout the footprint or business segment focus? For example, have you seen any weakness in ag credit quality?

Well you know we see the same things as the top of the house everybody else does around trends and activity in the industry at the industry level. You know as you followed us for a very long time, we do business with companies and individuals whose balance sheets are prepared for tough years. So we have on the Ag, so yes, there is stress and Ag, right. We got about a $600 million book there, but we are doing business with multi generational ranchers and farmers who have not levered up their land because of interest rates being well etcetera you know they have managed their businesses for multiple cycles. So while -- yes, there is some stress of commodity level particularly maybe even in the dairy milk prices, we don’t feel that there is anything unusual at the book level for us because of the way we lend and the people we lend to. But yes, I think there is a little bit of stress at the commodity level the gentleman that runs our agro business, we tell you that he thinks we are in the third inning and this is kind of at the industry level rather than at our -- in our book. And such [ph] that multifamily you know if you were to listen to our regulators they look across their entire book, their entire complex and our peers, they are worried about multi family, over supply there I think on the market. We too are monitoring that closely, but again when we do a deal not only are we looking at the project, we are also looking at the sponsor and global cash flow and spend other things, so then we are picking people with long term track records rather than somebody who is taking advantage of the industry environment to try to find new ways to make money. And so, again I think you know you tracked this along a long time, so it’s really our book where we were managed well against some of these economic cycles by the way we lend.

And then last question, maybe looking out over the next year as you kind of plan improvements to the company and growth strategies for the company. Is there any catch up that needs to be done that maybe wasn't done in 2016, because of the efficiency initiative? Is there any lumpiness that we should kind of expect for new systems things like that?

Oh so you are talking about along with all the improvement efforts are there any investment things we need to be doing. I mean ongoing yes, I guess the commitment from us at this point right now is [Indiscernible] is that inclusive of the investments we make we are committing to you that we will continue to bring down our overall expense growth rate.

Okay. Great, thank you for taking my questions.

Okay.

Thank you. The next question is a follow up from Chris McGratty with KBW. Please go ahead.

Thanks for taking the follow up. The $1billion or so of the private placement bonds that you guys point out in the release, can you just let me know the yield and duration on that piece of the portfolio and also the comfort of taking it in larger? Thanks.

Chris, the yield on that is 364 in the third quarter, it went up above three basis point on a sequential basis and the duration I think we have in one of our slides, it’s a 77 months on that. So if you add up the you know blend the duration on the AFS book and the HTM bond book, it averages to about 42 months.

And you’ll find that on slide 19.

That’s very helpful. And then the $1 billion and how should we think about just concentration in that specific type of security, are you comfortable taking that higher given the yields?

Well there are concentrations and they typically are higher at a lot of not apartments but student housing and there is some healthcare hospital related, those are the two most predominant, but they are not concentrated in a certain geography or with a certain issuer. As far as taking it higher, that’s about interest rate risk and expectations for interest rates. I think as we talked about before, this was originally put on the balance sheet for protection for a lower longer interest rate environment and to the extent that rates go up if you believe that I think this becomes less attractive honestly.

From a quality standpoint, it’s some of the highest quality stuff we have had on our balance sheet.

Yes.

And from a balance sheet perspective, rest of the AFS portfolio there’s a customer at the other end that’s for the HTM portfolio as well. So that’s important as well.

That’s helpful. Thanks a lot.

Next question again is a follow up. And it’s from John Rodis with FIG Partners. Please go ahead.

Mariner, just a follow up on your question about expense growth going forward, you said to keep it lower going forward. In the past you’ve said, you sort of committed to growing expenses 4% to 5% a year, is that right or how should we look at that?

Well that, just a level said, that’s in the category of old news and old format, so we have not been using that kind of conversation for some time. That was long before we set the stage for our expense efforts last fall. So we are not using that kind of conversation at this point.

So -- okay so the growth really would be below that. I realize that effectively it would be below that, but okay so you are committed to a lower level from that.

Lower level of growth in -- not absolute necessarily, okay.

Correct. Makes sense, okay thanks.

Yes.

Ladies and gentlemen, this concludes our question and answer session. I would like to turn the conference back over to Kay Gregory for closing remarks.

Thank you for joining us today. This call can be accessed via replay at our website beginning in about two hours and it will run through November 9. And, as always, you can contact UMB Investor Relations with any follow-up questions by calling 816-860-7106. Again, we appreciate your interest and time. Thank you.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.