UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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O V E R V I E W 2 0 12
Western Alliance Bancorporation Condensed Consolidated Statements of Income (Unaudited) ($ in thousands, except per share amounts) 2011 2010 Interest Income $296,591 $281,813 Interest Expense 38,923 49,260 Net Interest Income 257,668 232,553 Provision for Credit Losses 46,188 93,211 Net Interest Income after Provision 211,480 139,342 Non Interest Income 34,457 46,836 Non Interest Expense 195,598 196,758 Income before Income Taxes 50,339 (10,580) Income Taxes 16,849 (6,410) Net Income from continuing operations 33,490 (4,170) Loss from discontinued operations (1,996) (3,025) Net Income/(loss) $31,494 $(7,195) Less: Dividends & Accretion on Preferred Stock 16,206 9,882 Net Income Available to Common Shareholders 15,288 (17,077) Shares used to compute diluted earnings per common share 81,183 75,083 Net Income per common share, diluted $0.19 $(0.23) Condensed Consolidated Balance Sheet (Unaudited) ($ in thousands) 2011 2010 Assets Cash and Cash Equivalents $155,000 $217,000 Securities 1,491,000 1,273,000 Loans, net 4,681,000 4,130,000 Other Assets 518,000 574,000 Total Assets $6,845,000 $6,194,000 Liabilities and Equity Deposits $5,659,000 $5,338,000 Borrowings 353,000 73,000 Other liabilities 196,000 181,000 Total Liabilities $6,208,000 $5,592,000 Shareholders’ Equity 637,000 602,000 Total Liabilities and Equity $6,845,000 $6,194,000
Dear Clients, Shareholders and Friends of Western Alliance, Eighteen years ago, we embarked on a mission to be the “Bank of Choice” for the business and professional community in the markets we would serve. To do so, we would fi ll a growing need by providing a broad array of products and services coupled with superior service by seasoned local relationship managers. As our industry and the economy have changed, this proposition has proven to be more valued every year. In 2011, we continued to increase our market share with total deposits growing to $5.6 billion and the origination of a record $1.2 billion in loans. Being a trusted and consistent resource is the linchpin of our relationships. Since our inception, through both good and bad economies, we have been an active and trusted lender to businesses, professionals, not-for-profi t organizations and individuals. We take great pride in providing customers with fi nancing to help them succeed and in meeting our responsibility to move our local economies forward. In terms of service, we place a high value on being nimble and proactive. We are proud to have an entrepreneurial culture and organizational structure that gives our clients access to senior decision makers and lenders who are empowered to be responsive and solutions-driven. We reward top customer service and everyone takes pride in “going the extra mile”. We are fortunate that this philosophy and track record have enabled us to attract Best in Class talent which will continue to enhance our expertise, and advance our capabilities and leadership. Over the coming year, we will be expanding our locations as well as enhancing our product and service capabilities. In 2011, Western Alliance returned to profi tability, earning $31.5 million or $0.19 per share. Strong loan and deposit growth drove record revenue for 2011. Improving asset quality coupled with effective cost management furthered the company’s return to profi tability. Our robust net loan growth ($540 million), increasing deposits ($321 million), and expense management have provided strong earnings momentum heading into the new year. As we begin 2012, we look forward to continuing our role as a team player in helping our customers succeed and the economy move forward. We are grateful for the loyalty of our customers, the expertise and support ofour Directors, and the hard work and dedication of our employees. Robert Sarver Kenneth A. Vecchione Chairman and Chief Executive Offi cer President and Chief Operating Offi cer
Loans $ in millions 7.1% CAGR* 2011 4,780 2010 4,241 2009 4,080 2008 4,096 2007 3,633 * Compounded Annual Growth RateDeposits $ in millions 12.4% CAGR* 2011 5,659 2010 5,338 2009 4,722 2008 3,652 2007 3,547 * Compounded Annual Growth Rate
Market Share Ranking Deposits: $ in millions Among Among 6/30/2011 Locally All Banks WAL Chartered In State Market Deposits Offi ces Banks Arizona $1,258 9 #2 #7 Nevada $2,952 18 #2 #4 San Diego $1,050 7 #4 #9 Capital Ratios 12/31/2011 Under Current Rules Under 2013 Rules (Basel III) Actual 12.2% Actual 9.8% Required 5.0% Required 3.5% Increases to 7% in 2019 Tier 1 Leverage Tier 1 Capital Western Alliance Bancorporation headquarters CityScape Lobby, Phoenix, Arizona
Western Alliance: Strong and Growing
“Western Alliance is now the 83rd largest publicly-held banking company in the United States with assets of $6.8 billion.” — Dale Gibbons, Chief Financial Officer, WAL The Western Alliance Difference. History In 1994, Western Alliance A Single Point of Contact. At Western Alliance banks, clients have a Bancorporation began a dedicated relationship manager who oversees their entire relationship for mission to become a leading both business and personal banking needs. Clients benefit from a banker financial institution in the who truly knows them. No ‘800 numbers’ to reach bankers in Southwest by filling a growing remote locations. need of commercial customers for a bank that could combine Responsive Decision Making. Western Alliance bankers understand the the responsive, relationship-significant value of time in responding to their customers. As such, the bank based service of a community is structured to make prudent lending decisions locally in a fast-changing bank with the broad capabilities environment. of a national institution. Western Alliance has worked to fulfill Robust Lending Capacity and Services. With a large lending capacity, this mission, earning customer and expertise in our markets, Western Alliance is able to provide a superior loyalty and growing market share. level of flexibility and options. Additionally, a client’s total banking relationship Western Alliance became a can be managed locally with a full range of deposit, treasury management, publicly-held company in June merchant and personal banking services. 2005 and is traded on the New York Stock Exchange Access to Senior Management. At Western Alliance, senior management (NYSE: WAL). meets regularly with clients and takes an active role in discussing their needs and individual situation.
“A trusted, reliable resource for our customers — Western Alliance originated a record $1.2 billion in new loans in 2011.” — Robert McAuslan, Chief Credit Officer, WAL “Having a lender with a deep knowledge of commercial real estate in this market was a great benefit to us. They take the time to listen and are truly solutions-driven.” — Mark Hansen, Owner, Santé of North Scottsdale With some of the most experienced lenders in our markets, Western Alliance has earned a reputation for delivering successful financing solutionsparticularly where the requirements may be complex and the deadlines aretime-sensitive. New loan requests receive a prompt initial assessment andrelationship managers stay in continuous contact with clients to ensuretimely decisions. Lending Commercial real estate loans Commercial and industrial loans Equipment finance/leasing SBA 504 and 7A loans Asset-based lending Medical/professional loans Letters of Credit Participations and syndications Revolving lines of credit Public finance Santé of North Scottsdale Alliance Bank of Arizona provided a $13.1 million real estate loan for the construction and permanent financing of Santé of North Scottsdale, a luxury, short-term rehabilitation facility. The new center will employ 150 full and part-time staff and include a full range of resort-level amenities including luxury private suites, restaurant-style dining, and indoor and outdoor therapy facilities. The North Scottsdale location is one of four facilities in Arizona. p.7, l to r: Ericka LeMaster, Vice President, Commercial Real Estate Lending, Alliance Bank with Santé Owner Mark Hansen.
SANTE OF NORTH SCOTTSDALE
“The bank’s responsiveness and accessibility have been the key ingredients in making our aggressive expansion plans happen in 2011. As a result, we purchased a new headquarters building and opened eight new locations hiring 400 employees.” — Joe Ciolli, Owner, Grimaldi’s The Bank of Choice for Business —The Importance of Relationships. Small Business Banking. Local business owners depend on bankers who understand them and the market conditions they operate in. Western Alliance bankers are seasoned professionals, many with more than 15 years of experience as commercial bankers in the communities they serve and are active in local business and trade associations. 2011 Recipient of Greenwich Small Business Banking Excellence Award for overall satisfaction in the West – Bank of Nevada SBA 504 Top Ranked Community Bank Lender, San Diego County, seven consecutive years – Torrey Pines Bank Grimaldi’s SBA Preferred Lender – Alliance Bank of Arizona Partnering with Alliance Bank in 2011 enabled Corporate Banking. Corporate banking clients require a bank that Grimaldi’s owner Joe Ciolli to achieve his plan for an eight-location expansion of his famous pizzeria can not only provide the comprehensive services of large national banks, restaurants and the purchase of a new company but the ability to respond quickly to challenging situations and deadlines. headquarters. Famous for its Brooklyn-style A relatively flat organizational structure allows Western Alliance bankers pizza, Grimaldi’s creates its award-winning pizza to work directly with senior management and the client to facilitate from signature coal-burning ovens and custom solutions and timely decisions. water pumping systems to emulate the water used at the original pizzeria. Grimaldi’s continues to grow nationally and operates 25 locations Treasury Management Services in Arizona, Texas, Nevada and Florida. p.9, l to r: Kelley Deal, Vice President, Commercial Lending, E-deposit Remote Capture Service Alliance Bank with Joe Ciolli, Owner, Grimaldi’s Lockbox Pizzeria. Small Business and Corporate Online Banking ACH Services Positive Pay Cash Vault Sweep Accounts Zero Balance Accounts Merchant Services Trusteer Fraud Protection
GRIMALDI’S
“We were delighted to find a bank that is both strong and dedicated to superior service – with a banker who is personally engaged and proactive about our business.” — Tom Girardi, Girardi | Keese Specialized Solutions for Professional Practices and Organizations. Legal JURIS Banking Program. Western Alliance bankers offer the JURIS banking program to attorneys and law firms to maximize cash efficiency, provide financing, and other services including escrow deposit accounts, IOLTA accounts, and personal banking. Physicians/Healthcare Banking. The demands of the fast-changing healthcare industry require having a banker who understands the challenges and opportunities for practices and related healthcare businesses Western Alliance bankers work closely with physicians and other healthcare professionals to assist in navigating through the changing dynamics — offering proactive solutions, such as equipment finance tax incentives. Community Associations. Managing the financial needs of community management companies and associations takes specialized knowledge and services. Alliance Association Financial Services offers deposit, treasury management and financing services especially tailored to the unique needs of this industry. Not-for-Profit Organizations. Western Alliance bankers recognize that running a not-for-profit organization is unlike running any other type of business. Managing cash flows, financing requirements, and creating business plans need specialized approaches and can involve significant investment in time and resources. Western Alliance has always welcomed the opportunity to share its expertise in helping these organizations achieve their goals. Public Finance. Western Alliance provides deposit and lending services, including secure deposit products, placements of debt issuance, equipment finance and other lending options. WAL public finance and treasury management professionals are well versed in municipal deposit and credit requirements with solutions to meet the challenges local governments face in today’s economic environment. Warehouse Mortgage Lending. Western Alliance provides warehouse lines of credit to Independent Mortgage Bankers throughout the western United States. WAL has the industry expertise and line capacity of a large institution while maintaining close relationships, with the technology and specialized staff required to deliver superior customer service. Girardi | Keese Lawyers Most popularly known for representing Erin Brockovich in the famous landmark legal case, Tom Girardi is one of the leading trial attorneysin the United States. Girardi Keese attorneyshandle a wide variety of cases representing theinjured from personal injury to business litigation,from intellectual property to product liability. A client of Torrey Pines Bank, the 46-year old firm of Girardi Keese is based in Los Angeles with 30 attorneys. p.11, l to r: Paul Donaldson, Division President, Torrey Pines Bank with Tom Girardi, Girardi Keese. Deposit Services Checking, Savings, Money Market accounts Online Banking and Bill Pay Services Certificates of Deposit WALTree Money Market accounts and CD’s (up to 3x FDIC insurance of a single bank) CDARS Program Attorney Trust Accounts (IOLTA) Escrow Deposit Services
GIRARD I KEESE
“My father taught me 40 years ago that when you work and prosper in a community, you have an obligation to give back.” — Robert Sarver, Chairman and CEO Community Partnerships Western Alliance plays an active role in working to enhance the quality of life from affordable housing programs, to educational initiatives and the arts. Through grants, sponsorships and thousands of employee volunteer hours each year, over 200 organizations are supported to improve life for individuals and families in local communities. Community Housing Works – El Norté, Escondido, CA In partnership with local and national agencies, Torrey Pines Bank works regularly to assist in the financing of affordable housing and mixed use projects. The bank’s line of credit to CHW helped the non-profit acquire the site for El Norté, an affordable housing project in Escondido, CA. The Bank also secured a grant of $350,000 through its membership in the Federal Home Loan Bank of San Francisco to assist with development costs, which includes units reserved for homeless veterans. Photo: Sue Reynolds, President, Community Housing Works on site with Vince Kingsley, Senior Vice President, Torrey Pines Bank. CARE Chest – Reno, NV First Independent Bank is an active partner with CARE Chest, a local Reno-based not-for-profit organization, in helping to provide affordable financing for medical equipment and improvements to vehicles and homes to make them more accessible to those in need. Founded in Reno in 1990, CARE Chest is recognized by area hospitals and social service agencies as a vital medical resource serving low-income, uninsured people throughout Northern Nevada. From its beginning as a grassroots effort by three local pharmacists to recycle medical equipment, more than 93,000 people have relied on CARE Chest. Photo: CARE Chest headquarters, Reno, Nevada. Green Schoolhouse Series – Phoenix, AZ The first sustainable “green” school build of its kind is being developed by a consortium of corporate donors, professional and community volunteers under a special program, The Green Schoolhouse Series. The Roadrunner Elementary School project, funded in part by Alliance Bank, is the first of a series of projects to be built throughout the United States. Alliance Bank staff also participates in the school’s volunteer activities on an ongoing basis. Photo: Karen Menaugh, Principal, with students at recess. The Smith Center for the Performing Arts The Smith Center for the Performing Arts opened in Las Vegas in March 2012, the result of nearly 20 years of planning and a public-private sector partnership that created a world-class performing arts center in the world’s entertainment capital. Bank of Nevada is proud to be one of the financial partners that assisted in providing financing for this new iconic landmark, designed to serve the greater Las Vegas community through cultural entertainment and educational enrichment. p.13, l to r: Richard Johnson, Vice President and Chief Financial Officer, The Smith Center for the Performing Arts and Rachelle Crupi, Executive Vice President, Bank of Nevada.
THE SMITH CENTER FOR THE PERFORMING ARTS
WESTE R N A L L I A N C E B A N C O R P O R AT I O N BOARD OF D IRECTORS Robert Sarver Kenneth A. Vecchione Bruce Beach William S. Boyd Marianne Boyd Steven J. Hilton Cary Mack Chairman and President and Chairman Executive Chairman Johnson Chairman and Chief Chairman Chief Executive Officer Chief Operating Officer Western Alliance Bank of the Board Executive Vice President Executive Officer Torrey Pines Bank Western Alliance Western Alliance Chairman and CEO Boyd Gaming and Vice Chairman Meritage Homes Principal Bancorporation Bancorporation Beach Fleischman & Co. Corporation of the Board Corporation Managing Director Boyd Gaming Corporation Southwest Value Partners Todd Marshall M. Nafees Nagy, MD James E. Nave, DVM John P. Sande, III Donald Snyder Sung Won Sohn, PhD Chairman of the Board President Owner Attorney/Partner Chairman Smith Professor of Marshall Retail Group Nevada Cancer Center Tropicana Animal Jones Vargas Bank of Nevada Economics Hospital Dean California State University CI Harrah College of Hotel Administration University of Nevada, Las Vegas EXECUTIVE M ANAGEMENT C OMMITTEE Robert Sarver Kenneth A. Vecchione Gerald Cady Duane Froeschle Dale Gibbons Bruce Hendricks Chairman and President and Executive Vice President Executive Vice President Executive Vice President Executive Vice President Chief Executive Officer Chief Operating Officer California Administration Credit Administration Chief Financial Officer Southern Nevada Administration James H. Lundy Robert McAuslan Dennis Rygwalski Pat Taylor Randall Theisen Merrill Wall Executive Vice President Executive Vice President Executive Vice President Executive Vice President Senior Vice President Executive Vice President Arizona and Northern Chief Credit Officer Technology and Chief Risk Officer General Counsel Chief Administrative Nevada Administration Operations Officer
LOCATIONS NORTHERN NEVADA First Independent Bank 7 LOCATIONS N E V A D A BAY AREA 3 LOCATIONS SOUTHERN NEVADA Bank of Nevada C A L I F O R N I A 11 LOCATIONS Torrey Pines Bank NORTHERN ARIZONA 2 LOCATIONS LOS ANGELES A R I Z O N A 2 LOCATIONS Alliance Bank of Arizona SAN DIEGO COUNTY METRO PHOENIX 7 LOCATIONS 5 LOCATIONS TUCSON 2 LOCATIONS Western Alliance Bancorporation is a regional bank holding company that provides fi nancial products and services through its subsidiaries to businesses, entrepreneurs, professionals, not-for-profi t organizations, high net worth individuals and other consumers. Western Alliance has consolidated assets of $6.8 billion and is traded on the New York Stock Exchange (NYSE:WAL). Alliance Bank of Arizona Bank of Nevada First Independent Bank Torrey Pines Bank Shine Investment Advisory Services Western Alliance Equipment Finance Alliance Bank of Arizona and First Independent Bank are divisions of Western Alliance Bank. Bank of Nevada, Torrey Pines Bank, Western Alliance Bank, Western Alliance Equipment Finance and Shine Investment Advisory Services are affi liates of Western Alliance Bancorporation. Bank of Nevada, Torrey Pines Bank and Western Alliance Bank are members FDIC.
OFFICES Alliance Bank of Arizona Bank of Nevada First Independent Bank Torrey Pines Bank alliancebankofarizona.com bankofnevada.com firstindependentnv.com torreypinesbank.com Cityscape Office West Sahara Office Kietzke Office Carmel Valley Office One E. Washington St., Ste. 100 2700 W. Sahara Ave. 5335 Kietzke Lane 12220 El Camino Real, Ste. 110 Phoenix, AZ 85004 Las Vegas, NV 89102 Reno, NV 89511 San Diego, CA 92130 (602) 629-1776 (702) 248-4200 (775) 828-2000 (858) 523-4600 Rob Gramhill, SVP Lori Harrison, EVP Mike Hix, SVP Tom Woolway, SVP Biltmore Park Office Aliante Office Carson City Office Beverly Hills Office (opening 3/12) 2701 E. Camelback Rd., Ste. 110 6915 Aliante Pkwy. 1818 E. College Pkwy. 9355 Wilshire Blvd. Phoenix, AZ 85016 North Las Vegas, NV 89084 Carson City, NV 89706 Beverly Hills, CA 92101 (602) 952-5400 (702) 856-7140 (775) 682-4747 (818) 515-2997 Matt Gilbreath, VP Mark Larson, EVP Greg Nixon, VP Kathleen Chapman, SVP Flagstaff Office Centennial Hills Office Fallon Office Carlsbad Office 214 E. Birch Ave. 8505 W. Centennial Pkwy. 2061 W. Williams Ave. 2760 Gateway Rd. Flagstaff, AZ 86001 Las Vegas, NV 89149 Fallon, NV 89406 Carlsbad, CA 92009 (928) 214-3400 (702) 856-7160 (775) 423-9586 (760) 444-8400 Sherri Slayton, SVP Jeff Nicholl, SVP Robby Johnston, VP Don Schempp, SVP Mesa Office Durango Office Spanish Springs Office Kearny Mesa Office 1110 E. Baseline Road 3985 S. Durango Dr. 381 Los Altos Pkwy. 9280 Clairemont Mesa Blvd. Mesa, AZ 85204 Las Vegas, NV 89147 Sparks, NV 89436 San Diego, CA 92123 (480) 609-2900 (702) 363-5140 (775) 626-9400 (858) 259-5300 Dee Burton, SVP Sarah Guindy, EVP Tania Violette, VP Vince Kingsley, SVP Midtown Office Grand Central Pkwy. Office Sparks Industrial Office Golden Triangle Office 2901 N. Central Ave., Ste. 100 100 City Pkwy., Ste. 120 980 S. McCarran Blvd. 4350 Executive Dr., Ste. 130 Phoenix, AZ 85012 Las Vegas, NV 89106 Sparks, NV 89431 San Diego, CA 92121 (602) 629-1700 (702) 696-6700 (775) 358-1300 (858) 523-4688 Kelly Conner, SVP Lori Harrison, EVP Andrea Cantlon, VP Burt Brigida, SVP Scottsdale Office Henderson Office Sparks Marina Office La Mesa Office 7373 N. Scottsdale Rd. 2890 N. Green Valley Pkwy. 725 Sparks Blvd. 8379 Center Dr. Scottsdale, AZ 85253 Henderson, NV 89014 Sparks, NV 89434 La Mesa, CA 91942 (480) 998-6500 (702) 451-0624 (775) 358-8400 (619) 233-2555 Joan Lessner, SVP Daline Januik, EVP Kathy Flamm, VP Chris Grassa, SVP Sedona Office Hualapai Office Robb Drive Office Los Altos Office 6486 Highway 179, Ste. 110 1115 S. Hualapai Way 6290 Sharlands Ave. 20 First St. Sedona, AZ 86351 Las Vegas, NV 89117 Reno, NV 89523 Los Altos, CA 94022 (928) 284-2380 (702) 856-7100 (775) 746-3000 (650) 469-1700 Carol Schlim-Thomason, VP Rachelle Crupi, EVP Michele Trombly, SVP Al Diaz, VP Swan Office Lake Mead Office Los Angeles Office 4703 E. Camp Lowell Dr. 7251 W. Lake Mead Blvd., Ste. 108 One Bunker Hill, 601 W. 5th Ave. Tucson, AZ 85712 Las Vegas, NV 89128 Los Angeles, CA 90071 (520) 784-6000 (702) 240-1734 (213) 362-5200 Duane Froeschle, Pres. Mark Larson, EVP Paul Donaldson, Division Pres. Williams Centre Office Mesquite Office Oakland Office 200 S. Craycroft Rd. 11 Pioneer Blvd. 1951 Webster St. Tucson, AZ 85711 Mesquite, NV 89027 Oakland, CA 94612 (520) 322-7700 (702) 346-6600 (510) 899-7500 Pat Simmons, SVP Dan Wright, SVP Wil Mendoza, SVP Siena Heights Office Piedmont Office 10199 S. Eastern Ave. 1337 Grand Ave. Henderson, NV 89052 Piedmont, CA 94610 (702) 940-8500 (510) 899-7530 Kathy Taylor, SVP Margaret Lowell, VP Stephanie Office San Diego Office 221 N. Stephanie St. 550 West C St., Ste. 100 Henderson, NV 89074 San Diego, CA 92101 (702) 939-5700 (619) 233-2500 Wanda Shumar, VP Robert McNamara, SVP Symphony Towers Office 750 B St., Ste. 100 Alliance Association Western Alliance Shine Investment San Diego, CA 92101 Equipment Finance (619) 233-2200 Financial Services Advisory Services, Inc.* Francesca Castagnola, SVP aafin.com westernallianceef.com shineinvestments.com 2700 W. Sahara Ave. One E. Washington St., Ste. 650 9892 Rosemont Ave., Ste. 100 Las Vegas, NV 89102 Phoenix, AZ 85004 Lone Tree, CO 80124 (888) 734-4567 (602) 797-3690 (303) 740-8600 * Wealth management services offered by Shine Investment Advisory Services are: not FDIC insured may lose value not bank guaranteed 16
WA
One East Washington Street Phoenix, AZ 85004 (602) 389-3500 westernalliancebancorp.com Alliance Bank of Arizona and First Independent Bank are divisions of Western Alliance Bank. Bank of Nevada, Torrey Pines Bank and Western Alliance Bank are affiliates of Western Alliance Bancorporation and are members FDIC. ©2012 Western Alliance Bancorporation 03/12 Cert no. SCS-COC-001210