UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 19, 2021
WESTERN ALLIANCE BANCORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-32550 | | 88-0365922 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
One E. Washington Street, Phoenix, Arizona 85004
(Address of principal executive offices) (Zip Code)
(602) 389-3500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.0001 Par Value | | WAL | | New York Stock Exchange |
| 6.25% Subordinated Debentures due 2056 | | WALA | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
ITEM 8.01. OTHER EVENTS.
Change in Reportable Segments.
Western Alliance Bancorporation (together with its consolidated subsidiaries, referred to herein as “WAL”, or “the Company”) has made certain changes to its reportable segments effective October 1, 2020. This change is consistent with how WAL’s senior executive officers now evaluate operating performance, allocate resources, implement suitable risk oversight practices, and assess appropriateness of products and services offered to our clients.
Prior to the fourth quarter of 2020, the Company had the following reportable segments:
▪Four regional banking segments: Arizona, Nevada, Southern California, and Northern California
▪Five National Business Lines ("NBL") segments: Homeowner Associations ("HOA") Services, Hotel Franchise Finance ("HFF"), Public & Nonprofit Finance, Technology & Innovation, and Other NBLs
▪Corporate & Other
Beginning with the fourth quarter of 2020, the Company will provide financial results for the following three reportable segments:
▪Commercial
▪Consumer Related
▪Corporate & Other
The primary changes made were as follows:
The Commercial segment provides commercial banking and treasury management products and services to small and middle-market businesses, specialized banking services to sophisticated commercial institutions and investors within niche industries, as well as financial services to the real estate industry.
The Consumer Related segment provides commercial banking services to enterprises in consumer-related sectors as well as consumer banking activities, such as residential mortgage banking.
The Corporate & Other segment consists of the Company's investment portfolio, Corporate borrowings and other related items, income and expense items not allocated to our other reportable segments, and inter-segment eliminations.
These changes in reportable segments are effective beginning October 1, 2020 and have no impact on the Company’s historical consolidated financial position and results of operations. Prior period segment results have been restated to conform to the new reportable segments.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Prior period results are presented on a comparable basis in the following tables:
Western Alliance Bancorporation and Subsidiaries
Operating Segment Results
Unaudited
Balance Sheets:
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| | Commercial | | Consumer Related | | Corporate & Other | | Consolidated Company |
| | (in millions) |
| At September 30, 2020: | | | | | | | | |
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| Loans, net of deferred loan fees and costs | | $ | 19,590.3 | | | $ | 6,419.6 | | | $ | 4.1 | | | $ | 26,014.0 | |
| Allowance for credit losses | | (296.4) | | | (14.1) | | | — | | | (310.5) | |
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| Deposits | | 19,888.6 | | | 8,035.6 | | | 919.2 | | | 28,843.4 | |
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| At June 30, 2020: | | | | | | | | |
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| Loans, net of deferred loan fees and costs | | $ | 19,329.4 | | | $ | 5,699.6 | | | $ | 0.4 | | | $ | 25,029.4 | |
| Allowance for credit losses | | (292.8) | | | (17.6) | | | (0.1) | | | (310.5) | |
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| Deposits | | 19,220.8 | | | 6,962.4 | | | 1,361.4 | | | 27,544.6 | |
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| At March 31, 2020: | | | | | | | | |
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| Loans, net of deferred loan fees and costs | | $ | 18,108.1 | | | $ | 5,054.5 | | | $ | 3.6 | | | $ | 23,166.2 | |
| Allowance for credit losses | | (208.7) | | | (26.6) | | | — | | | (235.3) | |
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| Deposits | | 17,546.1 | | | 6,510.1 | | | 774.5 | | | 24,830.7 | |
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| At December 31, 2019: | | | | | | | | |
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| Loans, net of deferred loan fees and costs | | $ | 16,767.3 | | | $ | 4,352.5 | | | $ | 3.5 | | | $ | 21,123.3 | |
| Allowance for credit losses | | (134.2) | | | (33.6) | | | — | | | (167.8) | |
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| Deposits | | 17,067.6 | | | 4,644.7 | | | 1,084.2 | | | 22,796.5 | |
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Western Alliance Bancorporation and Subsidiaries
Operating Segment Results
Unaudited
Income Statements:
Quarterly Results
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| | Commercial | | Consumer Related | | Corporate & Other | | Consolidated Company |
| | (in millions) |
| Three Months Ended September 30, 2020: | | | | | | | | |
| Net interest income | | $ | 245.5 | | | $ | 80.7 | | | $ | (41.5) | | | $ | 284.7 | |
| Provision for (recovery of) credit losses | | 20.1 | | | (3.7) | | | (1.8) | | | 14.6 | |
| Net interest income after provision for credit losses | | 225.4 | | | 84.4 | | | (39.7) | | | 270.1 | |
| Non-interest income | | 13.4 | | | 0.5 | | | 6.7 | | | 20.6 | |
| Non-interest expense | | 77.3 | | | 21.1 | | | 25.7 | | | 124.1 | |
| Income (loss) before income taxes | | 161.5 | | | 63.8 | | | (58.7) | | | 166.6 | |
| Income tax expense (benefit) | | 39.0 | | | 15.1 | | | (23.3) | | | 30.8 | |
| Net income | | $ | 122.5 | | | $ | 48.7 | | | $ | (35.4) | | | $ | 135.8 | |
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| Three Months Ended June 30, 2020: | | | | | | | | |
| Net interest income | | $ | 254.9 | | | $ | 72.4 | | | $ | (28.9) | | | $ | 298.4 | |
| Provision for (recovery of) credit losses | | 97.9 | | | (10.5) | | | 4.6 | | | 92.0 | |
| Net interest income after provision for credit losses | | 157.0 | | | 82.9 | | | (33.5) | | | 206.4 | |
| Non-interest income | | 9.6 | | | 0.4 | | | 11.3 | | | 21.3 | |
| Non-interest expense | | 71.2 | | | 21.2 | | | 22.4 | | | 114.8 | |
| Income (loss) before income taxes | | 95.4 | | | 62.1 | | | (44.6) | | | 112.9 | |
| Income tax expense (benefit) | | 22.9 | | | 14.7 | | | (18.0) | | | 19.6 | |
| Net income | | $ | 72.5 | | | $ | 47.4 | | | $ | (26.6) | | | $ | 93.3 | |
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| Three Months Ended March 31, 2020: | | | | | | | | |
| Net interest income | | $ | 228.5 | | | $ | 55.7 | | | $ | (15.2) | | | $ | 269.0 | |
| Provision for (recovery of) credit losses | | 47.9 | | | 3.0 | | | 0.3 | | | 51.2 | |
| Net interest income after provision for credit losses | | 180.6 | | | 52.7 | | | (15.5) | | | 217.8 | |
| Non-interest income | | 11.4 | | | 0.4 | | | (6.7) | | | 5.1 | |
| Non-interest expense | | 82.4 | | | 25.8 | | | 12.3 | | | 120.5 | |
| Income (loss) before income taxes | | 109.6 | | | 27.3 | | | (34.5) | | | 102.4 | |
| Income tax expense (benefit) | | 26.0 | | | 6.4 | | | (13.9) | | | 18.5 | |
| Net income | | $ | 83.6 | | | $ | 20.9 | | | $ | (20.6) | | | $ | 83.9 | |
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| Three Months Ended December 31, 2019: | | | | | | | | |
| Net interest income | | $ | 225.8 | | | $ | 57.1 | | | $ | (10.9) | | | $ | 272.0 | |
| Provision for (recovery of) credit losses | | 3.4 | | | 0.6 | | | — | | | 4.0 | |
| Net interest income after provision for credit losses | | 222.4 | | | 56.5 | | | (10.9) | | | 268.0 | |
| Non-interest income | | 14.0 | | | 0.3 | | | 1.7 | | | 16.0 | |
| Non-interest expense | | 85.1 | | | 25.7 | | | 18.9 | | | 129.7 | |
| Income (loss) before income taxes | | 151.3 | | | 31.1 | | | (28.1) | | | 154.3 | |
| Income tax expense (benefit) | | 36.7 | | | 7.2 | | | (17.7) | | | 26.2 | |
| Net income | | $ | 114.6 | | | $ | 23.9 | | | $ | (10.4) | | | $ | 128.1 | |
Western Alliance Bancorporation and Subsidiaries
Operating Segment Results
Unaudited
Year-to-Date Results
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| | Commercial | | Consumer Related | | Corporate & Other | | Consolidated Company |
| | (in millions) |
| Nine Months Ended September 30, 2020: | | | | | | | | |
| Net interest income | | $ | 728.9 | | | $ | 208.8 | | | $ | (85.6) | | | $ | 852.1 | |
| Provision for (recovery of) credit losses | | 165.9 | | | (11.2) | | | 3.1 | | | 157.8 | |
| Net interest income after provision for credit losses | | 563.0 | | | 220.0 | | | (88.7) | | | 694.3 | |
| Non-interest income | | 34.4 | | | 1.3 | | | 11.3 | | | 47.0 | |
| Non-interest expense | | 230.9 | | | 68.1 | | | 60.4 | | | 359.4 | |
| Income (loss) before income taxes | | 366.5 | | | 153.2 | | | (137.8) | | | 381.9 | |
| Income tax expense (benefit) | | 87.9 | | | 36.2 | | | (55.2) | | | 68.9 | |
| Net income | | $ | 278.6 | | | $ | 117.0 | | | $ | (82.6) | | | $ | 313.0 | |
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| Year Ended December 31, 2019: | | | | | | | | |
| Net interest income | | $ | 837.2 | | | $ | 209.0 | | | $ | (5.8) | | | $ | 1,040.4 | |
| Provision for (recovery of) credit losses | | 11.1 | | | 7.4 | | | 0.8 | | | 19.3 | |
| Net interest income after provision for credit losses | | 826.1 | | | 201.6 | | | (6.6) | | | 1,021.1 | |
| Non-interest income | | 50.4 | | | 1.4 | | | 13.3 | | | 65.1 | |
| Non-interest expense | | 320.6 | | | 96.7 | | | 64.7 | | | 482.0 | |
| Income (loss) before income taxes | | 555.9 | | | 106.3 | | | (58.0) | | | 604.2 | |
| Income tax expense (benefit) | | 134.7 | | | 24.8 | | | (54.5) | | | 105.0 | |
| Net income | | $ | 421.2 | | | $ | 81.5 | | | $ | (3.5) | | | $ | 499.2 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | WESTERN ALLIANCE BANCORPORATION |
| (Registrant) |
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| /s/ Dale Gibbons | |
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| Dale Gibbons | |
| Executive Vice President and |
| Chief Financial Officer |
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| Date: | January 19, 2021 | |
