Edgar Filing: WESTERN ALLIANCE BANCORPORATION

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

WAL 12.31.2013 10K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

Commission file number: 001-32550

WESTERN ALLIANCE BANCORPORATION

(Exact name of registrant as specified in its charter)



Nevada		88-0365922
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



One E. Washington Street Suite 1400, Phoenix, AZ		85004
(Address of principal executive offices)		(Zip Code)

(602) 389-3500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class		Name of each exchange on which registered
Common Stock, $0.0001 Par Value		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

The aggregate market value of the registrant’s voting stock held by non-affiliates was approximately $774.3 million based on the June 28, 2013 closing price of said stock on the New York Stock Exchange ($15.83 per share).

As of February 18, 2014, Western Alliance Bancorporation had 87,126,374 shares of common stock outstanding.

Portions of the registrant’s definitive proxy statement for its 2014 Annual Meeting of Stockholders are incorporated by reference into Part III of this report.

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INDEX



		Page
PART I

Forward-Looking Statements		3
Item 1.	Business	6
Item 1A.	Risk Factors	15
Item 1B.	Unresolved Staff Comments	26
Item 2.	Properties	26
Item 3.	Legal Proceedings	26
Item 4.	Mine Safety Disclosures	26

PART II

Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	27
Item 6.	Selected Financial Data	28
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	76
Item 8.	Financial Statements and Supplementary Data	76
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	144
Item 9A.	Controls and Procedures	144
Item 9B.	Other Information	146

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	146
Item 11.	Executive Compensation	146
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	146
Item 13.	Certain Relationships and Related Transactions, and Director Independence	146
Item 14.	Principal Accountant Fees and Services	146

PART IV

Item 15.	Exhibits and Financial Statement Schedules	147

SIGNATURES		150

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PART I

Forward-Looking Statements

Certain statements contained in this Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (“Form 10-K”) are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements be covered by the safe harbor provisions for forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including statements that are related to or are dependent on estimates or assumptions relating to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts.

The forward-looking statements contained in this Form 10-K reflect our current views about future events and financial performance and involve certain risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from historical results and those expressed in any forward-looking statement, including those risks discussed under the heading “Risk Factors” in this Form 10-K. Risks and uncertainties include those set forth in our filings with the Securities and Exchange Commission and the following factors that could cause actual results to differ materially from those presented: 1) financial market and economic conditions adversely effecting financial performance; 2) dependency on real estate and events that negatively impact real estate; 3) high concentration of commercial real estate, construction and development and commercial and industrial loans; 4) actual credit losses may exceed expected losses in the loan portfolio; 5) the geographic concentrations of our assets increases the risks related to local economic conditions; 6) sovereign credit rating downgrades; 7) exposure of financial instruments to certain market risks may cause volatility in earnings; 8) dependence on low-cost deposits; 9) ability to borrow from the Federal Home Loan Bank or the Federal Reserve Bank; 10) events that further impair goodwill; 11) a change in the our creditworthiness; 12) expansion strategies may not be successful; 13) risk associated with the recent consolidation of our bank subsidiaries; 14) our ability to compete in a highly competitive market; 15) our ability to recruit and retain qualified employees, especially seasoned relationship bankers and senior management; 16) the effects of terrorist attacks or threats of war; 17) perpetration of internet fraud; 18) information security breaches; 19) reliance on other companies' infrastructure; 20) risk management policies not fully effective; 21) risks associated with new lines of businesses; 22) risk of operating in a highly regulated industry and our ability to remain in compliance; 23) failure to comply with state and federal banking agency laws and regulations; 24) changes in interest rates and increased rate competition; 25) exposure to environmental liabilities related to the properties to which we acquire title; and 26) risks related to ownership and price of our common stock.

For more information regarding risks that may cause our actual results to differ materially from any forward-looking statements, see “Risk Factors” in Item 1A of this Form 10-K. Forward-looking statements speak only as of the date they are made, the Company does not undertake any obligations to update forward-looking statements to reflect circumstances and or events that occur after the date the forward-looking statements are made.

Purpose

The following discussion is designed to provide insight on the financial condition and results of operations of Western Alliance Bancorporation and its subsidiaries. Unless otherwise stated, “the Company” or “WAL” refers to this consolidated entity. This discussion should be read in conjunction with the Company’s Consolidated Financial Statements and notes to the Consolidated Financial Statements, herein referred to as “the Consolidated Financial Statements.” These Consolidated Financial Statements are presented in Item 8 of this Form 10-K.

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GLOSSARY OF ENTITIES AND TERMS

The acronyms and abbreviations identified below are used in various sections of this Form 10-K, including "Management's Discussion and Analysis of Financial Condition and Results of Operations," in Item 7 and the Consolidated Financial Statements and the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.

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ENTITIES:
AAB	Alta Alliance Bank	Shine	Shine Investment Advisory Services, Inc.
ABA	Alliance Bank of Arizona	TPB	Torrey Pines Bank
BON	Bank of Nevada	WAB	Western Alliance Bank (prior to merger on December 31, 2013 with BON and TPB)
BWN	Bank West of Nevada	WAB Consolidated	WAB (after merger on December 31, 2013 with BON and TPB)
Centennial	Centennial Bank	WAEF	Western Alliance Equipment Finance
FIB	First Independent Bank	WAL	Western Alliance Bancorporation
LVSP	Las Vegas Sunset Properties	Western Liberty	Western Liberty Bancorp
MRA	Miller/Russell & Associates, Inc.
TERMS:
AFS	Available-for-Sale	GSE	Government-Sponsored Enterprise
ALCO	Asset and Liability Management Committee	HMDA	Home Mortgage Disclosure Act
AOCI	Accumulated Other Comprehensive Income	HOEPA	Home Ownership and Protection Act of 1994
APR	Annual Percentage Rate	HTM	Held-to-Maturity
ARPS	Adjustable-Rate Preferred Stock	ICS	Insured Cash Sweep Service
ASC	Accounting Standards Codification	Incentive Plan	2005 Stock Incentive Plan, as amended
ASU	Accounting Standards Update	IRC	Internal Revenue Code
BOLI	Bank Owned Life Insurance	IRS	Internal Revenue Service
BSA	Bank Secrecy Act of 1970	LIBOR	London Interbank Offered Rate
CCO	Chief Credit Officer	LIHTC	Low-Income Housing Tax Credit
CDARS	Certificate Deposit Account Registry Service	MBS	Mortgage-Backed Securities
CDO	Collateralized Debt Obligation	MOU	Memorandum of Understanding
CEO	Chief Executive Officer	NOL	Net Operating Loss
CFO	Chief Financial Officer	NPV	Net Present Value
CFPB	Consumer Financial Protection Bureau	NUBILs	Net Unrealized Built In Losses
CMO	Collateralized Mortgage Obligations	OCI	Other Comprehensive Income
Company	Western Alliance Bancorporation	OFAC	Office of Foreign Assets Control
COO	Chief Operating Officer	OREO	Other Real Estate Owned
COSO	Committee of Sponsoring Organizations of the Treadway Commission	OTTI	Other-than-Temporary Impairment
CPP	TARP Capital Purchase Program	Parent	WAL Holding Company
CRA	Community Reinvestment Act	PCI	Purchased Credit Impaired
CRE	Commercial Real Estate	RESPA	Real Estate Settlement Procedures Act
DIF	FDIC's Deposit Insurance Fund	SBA	Small Business Association
Exchange Act	Securities Exchange Act of 1934, as amended	SBLF	Small Business Lending Fund
FASB	Financial Accounting Standards Board	SEC	Securities and Exchange Commission
FCRA	Fair Credit Reporting Act of 1971	SOX	Sarbanes-Oxley Act of 2002
FDIC	Federal Deposit Insurance Corporation	TARP	Troubled Asset Relief Program
FHA	Fair Housing Act	TDR	Troubled Debt Restructuring
FHLB	Federal Home Loan Bank	TEB	Tax Equivalent Basis
FRB	Federal Reserve Bank	TILA	Truth in Lending Act
FVO	Fair Value Option	WALCC	Western Alliance Bancorporation's Credit Committee
GAAP	U.S. Generally Accepted Accounting Principles	XBRL	eXtensible Business Reporting Language
GLBA	Gramm-Leach-Bliley Act of 1999

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Item 1.	Business.

Organization Structure and Description of Services

WAL is a bank holding company headquartered in Phoenix, Arizona that provides full service banking and lending to locally owned businesses, professional firms, real estate developers and investors, local non-profit organizations, high net worth individuals and other consumers through its wholly-owned subsidiary bank, WAB Consolidated, doing business as ABA in Arizona, FIB in Northern Nevada, BON in Southern Nevada, and TPB in California. In addition, the Company has two non-bank subsidiaries: WAEF, which offers equipment leasing nationwide, and LVSP, which holds certain loans and OREO. These entities are collectively referred to herein as the Company. The Company divested its 80 percent owned subsidiary, Shine, as of October 31, 2012.

WAL also has six unconsolidated subsidiaries used as business trusts in connection with issuance of trust-preferred securities as described in "Note 11. Junior Subordinated Debt" in Item 8 of this Form 10-K.

Bank Subsidiary

At December 31, 2013, WAL has the following bank subsidiary:

Bank Name

Headquarters

Number of

Locations

Location Cities

Total

Assets

Net

Loans

Deposits

(in millions)

Western Alliance Bank

Phoenix,
Arizona

Arizona: Flagstaff, Mesa, Phoenix, Sedona, Scottsdale, and Tucson

9,195.0

6,644.9

7,848.7

Nevada: Carson City, Fallon, Reno, Sparks, Henderson, Las Vegas, Mesquite, and North Las Vegas

California: Beverly Hills, Carlsbad, La Mesa, Los Altos, Los Angeles, Oakland, and San Diego

WAB Consolidated also has the following wholly-owned subsidiaries:


•	WAB Investments, Inc., BON Investments, Inc. and TPB Investments, Inc. - each holds certain investment securities, municipal loans and leases.


•	BW Real Estate, Inc. - operates as a real estate investment trust and holds certain real estate loans and related securities.


•	BW Nevada Holdings, LLC - owns the 2700 West Sahara Avenue, Las Vegas, Nevada office building.

Organizational Structure

On December 31, 2013, the Company consolidated its three bank subsidiaries into one bank, WAB Consolidated, chartered in Arizona. Our former bank subsidiaries, BON and TPB, will operate as divisions of WAB Consolidated beginning in 2014 along with ABA and FIB. The former subsidiaries of BON and TPB are now subsidiaries of WAB Consolidated.

Until October 31, 2012, WAL owned an 80% interest investment in Shine, a registered investment advisor purchased in July 2007.

Until September 27, 2012, WAL maintained a 24.9% interest in MRA, an Arizona registered investment advisor. MRA provides investment advisory services to individuals, foundations, retirement plans and corporations.

Market Segments

The Company’s reporting segments reflect the way the Company manages and assesses the performance of the business. The Company had four reportable operating segments at December 31, 2013 and 2012. The Company’s reportable operating segments consist of: BON, WAB, TPB and Other (Parent, WAEF, Shine until October 31, 2012 and the discontinued operations portion of the credit card services related to PartnersFirst).

Management determined the operating segments using a combination of factors primarily driven by legal entity. Management determined that the legal entities that contributed less than the quantitative thresholds for separate management reporting are combined into the Other segment.

The accounting policies of the reported segments are the same as those of the Company as described in "Note 1. Summary of Significant Accounting Policies" in Item 8. Transactions between segments consisted primarily of borrowings, loan participations and shared services. All intercompany transactions are eliminated for reporting consolidated results of operations. Loan participations are recorded at par value with no resulting gain or loss. The Company allocated centrally-provided services to the operating segments based upon estimated usage of those services. Please refer to "Note 19. Segments" in our Consolidated Financial Statements for financial information regarding segment reporting.

The bank operating segments derive a majority of their revenues from net interest income generated from quality loan growth offset by deposit costs. The Company’s chief operating decision maker relies primarily on the success of loan and deposit growth while maintaining net interest margin and net profits from these efforts to assess the performance of these segments. The other segment derives a majority of its revenue from fees based on assets under management and interest income from investments. The Company’s chief operating decision maker relies primarily on costs and strategic initiative needs when assessing the performance of and allocating resources to this segment.

As a result of the consolidation of our banking subsidiaries on December 31, 2013, the Company's reportable segments in 2014 will change to reflect the new legal structure. The operating segments contemplated in 2014 will consist of the "Arizona Region," "Nevada Region," "California Region," "Specialty Lines" and "Other." The operating segments for prior periods will not be restated due to the impractability of restating segments due to the change in the legal structure on December 31, 2013.

Lending Activities

Through its banking divisions and non-bank subsidiaries, the Company provides a variety of financial services to customers, including CRE loans, construction and land development loans, commercial loans, and consumer loans. The Company’s lending has focused primarily on meeting the needs of business customers.

Commercial and Industrial: Commercial and industrial loans include working capital lines of credit, inventory and accounts receivable lines, mortgage warehouse lines, equipment loans and leases, and other commercial loans. Loans to tax exempt municipalities and not-for-profit organizations are categorized as commercial loans.

CRE: Loans to finance the purchase or refinancing of CRE and loans to finance inventory and working capital that are additionally secured by CRE make up the majority of our loan portfolio. These CRE loans are secured by apartment buildings, professional offices, industrial facilities, retail centers and other commercial properties. As of December 31, 2013 and 2012, 46.0% and 48.0%, respectively, of our CRE loans were owner-occupied. Owner-occupied CRE loans are loans secured by owner-occupied nonfarm nonresidential properties for which the primary source of repayment (more than 50%) is the cash flow from the ongoing operations and activities conducted by the borrower who owns the property. Non-owner-occupied CRE loans are CRE loans for which the primary source of repayment is nonaffiliated rental income associated with the collateral property.

Construction and Land Development: Construction and land development loans include multi-family apartment projects, industrial/warehouse properties, office buildings, retail centers and medical facilities. These loans are primarily originated to experienced local developers with whom the Company has a satisfactory lending history. An analysis of each construction project is performed as part of the underwriting process to determine whether the type of property, location, construction costs and contingency funds are appropriate and adequate. Loans to finance commercial raw land are primarily to borrowers who plan to initiate active development of the property within two years.

Residential real estate: In 2010, the Company discontinued residential mortgage real estate loan origination as a primary business line.

Consumer: Consumer loans are offered to meet customer demand and to respond to community needs. Consumer loans are generally offered at a higher rate and shorter term than residential mortgages. Examples of our consumer loans include: home equity loans and lines of credit, home improvement loans and personal lines of credit.

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At December 31, 2013, our held for investment loan portfolio totaled $6.80 billion, or approximately 73% of total assets. The following table sets forth the composition of our loan portfolio as of the periods presented:



	December 31,
	2013					2012
	Amount			Percent		Amount			Percent
	(in thousands)
Commercial and industrial	$	2,236,740		32.8	%	$	1,659,003		29.2	%
Commercial real estate - non-owner occupied	1,843,415			27.1		1,505,600			26.5
Commercial real estate - owner occupied	1,561,862			22.9		1,396,797			24.6
Construction and land development	537,231			7.9		394,319			6.9
Residential real estate	350,312			5.1		407,937			7.2
Commercial leases	235,968			3.5		288,747			5.1
Consumer	45,153			0.7		31,836			0.5
Total loans	6,810,681			100.0	%	5,684,239			100.0	%
Net deferred fees and costs	(9,266		)			(6,045		)
Total loans, net of deferred loan fees and costs	$	6,801,415				$	5,678,194

For additional information concerning loans, see "Note 4. Loans, Leases and Allowance for Credit Losses" of the Consolidated Financial Statements contained herein or "Management Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition – Loans discussions" in Item 7 of this Form 10-K.

General

The Company adheres to a specific set of credit standards across its bank subsidiaries that ensure the proper management of credit risk. Furthermore, our holding company’s management team plays an active role in monitoring compliance with such standards by our banks.

Loan originations are subject to a process that includes the credit evaluation of borrowers, utilizing established lending limits, analysis of collateral, and procedures for continual monitoring and identification of credit deterioration. Loan officers actively monitor their individual credit relationships in order to report suspected risks and potential downgrades as early as possible. Prior to charter consolidation, the respective Boards of Directors of each of our banking subsidiaries approved their own loan policies, as well as loan limit authorizations. Except for variances to reflect unique aspects of state law and local market conditions, our lending policies generally incorporate consistent underwriting standards. The Company monitors all changes to each respective bank’s loan policy to ensure consistency. Our credit culture has enabled us to identify troubled credits early, allowing us to take corrective action when necessary.

Loan Approval Procedures and Authority

During 2013, our loan approval procedures were executed through a tiered loan limit authorization process, which is structured as follows:


•	Individual Authorities. The CCO of each subsidiary bank set the authorization levels for individual loan officers on a case-by-case basis. Generally, the more experienced a loan officer, the higher the authorization level. The maximum approval authority for any loan officer was $1.0 million. Certain members of executive management or credit administration had higher approval authority.


•	Management Loan Committees. Credits in excess of individual loan limits were submitted to the appropriate subsidiary bank’s Management Loan Committee. The Management Loan Committees consisted of members of the senior management team of each bank and were chaired by each bank’s CCO. The Management Loan Committees had approval authority up to $7.0 million.

•

Credit Administration. Credits in excess of the each bank's Management Loan Committee authority were submitted by the respective bank subsidiary to WALCC. WALCC had approval authority up to established house concentration limits, which ranged from $15.0 million to $50.0 million, depending on risk grade. WALCC approval was also required for new relationships of $12.5 million or greater to borrowers within market footprint, and $5.0 million outside market footprint. WALCC reviewed all other loan approvals to any one borrower of $5.0 million or greater.

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WALCC is chaired by the WAL CCO and includes the Company’s CEO. Current policy states that over house limit exceptions require unanimous approval of WALCC.

Upon consolidation of the banks on December 31, 2013, the CCOs of each subsidiary bank became CCOs of their respective segment. Each Management Loan Committee became a Regional Loan Committee. The WALCC was replaced with the Western Alliance Bank Senior Loan Committee, effective December 31, 2013, chaired by the WAB Consolidated CCO.

The Company’s credit administration department works independent of loan production.

Loans to One Borrower. In addition to the limits set forth above, subject to certain exceptions, state banking laws generally limit the amount of funds that a bank may lend to a single borrower. Under Arizona law, the obligations of one borrower to a bank generally may not exceed 20% of the bank’s capital, plus an additional 10% of its capital if the additional amounts are fully secured by readily marketable collateral. Under Nevada law, the combination of investments in private securities and total amount of outstanding loans that a bank may make to a single borrower generally may not exceed 25% of stockholders’ tangible equity. Under California law, the unsecured obligations of any one borrower to a bank generally may not exceed 15% of the sum of the bank’s shareholders’ equity, allowance for credit losses, capital notes and debentures and the secured and unsecured obligations of any one borrower to a bank generally may not exceed 25% of the sum of the bank’s shareholders’ equity, allowance for credit losses, capital notes and debentures.

Concentrations of Credit Risk. Our lending policies also establish customer and product concentration limits to control single customer and product exposures. Our lending policies have several different measures to limit concentration exposures. Set forth below are the primary segmentation limits and actual measures as of December 31, 2013:



	Percent of Total Capital
	Policy Limit		Actual
CRE	435	%	343	%
Commercial and industrial	370		249
Construction and land development	80		54
Residential real estate	55		35
Consumer	10		5

Asset Quality

General

To measure asset quality, the Company has instituted a loan grading system consisting of nine different categories. The first five are considered “satisfactory.” The other four grades range from a “special mention” category to a “loss” category and are consistent with the grading systems used by Federal banking regulators. All loans are assigned a credit risk grade at the time they are made, and each originating loan officer reviews the credit with his or her immediate supervisor on a quarterly basis to determine whether a change in the credit risk grade is warranted. In addition, the grading of our loan portfolio is reviewed, at minimum, on a test basis by our internal Loan Review Department annually.

Collection Procedure

If a borrower fails to make a scheduled payment on a loan, our respective bank attempts to remedy the deficiency by contacting the borrower and seeking payment. Contacts generally are made within 15 business days after the payment becomes past due. In 2013, our bank affiliates maintained a Special Assets Department, which generally serviced and collected loans rated substandard or worse. Each CCO was responsible for monitoring activity that may indicate an increased risk rating, including, but not limited to, past-dues, overdrafts and loan agreement covenant defaults. All charge-offs in excess of $100,000 were reported to each bank’s respective Board of Directors. Loans deemed uncollectible were proposed for charge-off and subsequently reported at each respective bank’s Board meeting.

Upon consolidation of the banks on December 31, 2013, the CCOs of each subsidiary bank became CCOs of their respective segment and continued to follow the same procedures outlined above along with the Special Assets Departments.

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Nonperforming Assets

Nonperforming assets include loans past due 90 days or more and still accruing interest, nonaccrual loans, TDR loans, and repossessed assets, including OREO. In general, loans are placed on nonaccrual status when we determine ultimate collection of principal and interest to be in doubt due to the borrower’s financial condition, collateral value, and collection efforts. A TDR loan is a loan on which the Company, for reasons related to a borrower’s financial difficulties, grants a concession to the borrower that the Company would not otherwise consider. Other repossessed assets resulted from loans where we have received title or physical possession of the borrower’s assets. The Company re-appraises OREO and collateral dependent impaired loans every twelve months. Net (gains)/losses on sales/valuations of repossessed assets were $(2.4) million and $4.2 million for the years ended December 31, 2013 and 2012, respectively. Losses may be experienced in future periods.

Criticized Assets

Federal bank regulators require that each insured bank classify its assets on a regular basis. In addition, in connection with examinations of insured institutions, examiners have authority to identify problem assets, and, if appropriate, re-classify them. Loan grades six through nine of our loan grading system are utilized to identify potential problem assets.

The following describes the potential problem assets in our loan grading system:

•

“Special Mention:” Generally these are assets that possess weaknesses that deserve management's close attention. These loans may involve borrowers with adverse financial trends, higher debt to equity ratios, or weaker liquidity positions, but not to the degree of being considered a “problem loan” where risk of loss may be apparent. Loans in this category are usually performing as agreed, although there may be some minor non-compliance with financial covenants.

•

“Substandard:” These assets are characterized by well-defined credit weaknesses and carry the distinct possibility that the bank will sustain some loss if such weakness or deficiency is not corrected. These loans generally are adequately secured and in the event of a foreclosure action or liquidation, the bank should be protected from loss. All loans 90 days or more past due and all loans on nonaccrual are considered at least “substandard,” unless extraordinary circumstances would suggest otherwise.

•

“Doubtful:” These assets have all the weaknesses inherent in those classified as "substandard" with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable, but because of certain known factors which may work to the advantage and strengthening of the asset (for example, capital injection, perfecting liens on additional collateral and refinancing plans), classification as an estimated loss is deferred until a more precise status may be determined.


•	“Loss:” These assets are considered uncollectible and having such little recoverable value that it is not practical to defer writing off the asset. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather that it is not practicable or desirable to defer writing off the asset, even though partial recovery may be achieved in the future.

Allowance for Credit Losses

Like other financial institutions, the Company must maintain an adequate allowance for credit losses. The allowance for credit losses is established through a provision for credit losses charged to expense. Loans are charged against the allowance for credit losses when management believes that collectability of the contractual principal or interest is unlikely. Subsequent recoveries, if any, are credited to the allowance. The allowance is an amount believed adequate to absorb probable losses on existing loans that may become uncollectable, based on evaluation of the collectability of loans and prior credit loss experience, together with the other factors. For a detailed discussion of the Company’s methodology see “Management’s Discussion and Analysis and Financial Condition – Critical Accounting Policies – Allowance for Credit Losses” in Item 7 of this Form 10-K.

Investment Activities

During 2013, each of our banking subsidiaries and our holding company had its own investment policy, which was approved by each respective bank's Board of Directors. These policies dictate that investment decisions be made based on the safety of the investment, liquidity requirements, potential returns, cash flow targets, and consistency with our interest rate risk management. Each bank’s asset and liability committee was responsible for making securities portfolio decisions in accordance with established policies. The CFO and Treasurer of each bank had the authority to purchase and sell securities within specified guidelines established by the Company’s accounting and investment policies. All transactions for the banks or for our holding company were reviewed by the respective ALCO and/or Board of Directors. As of December 31, 2013, there is one investment policy and committee for WAB Consolidated and the above mentioned policies carry over.

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Generally, our investment policies limit securities investments to securities backed by the full faith and credit of the U.S. government, including U.S. treasury bills, notes, and bonds, and direct obligations of Ginnie Mae; MBS or CMO issued by a GSE, such as Fannie Mae or Freddie Mac; debt securities issued by a GSE, such as Fannie Mae, Freddie Mac, and the FHLB; municipal securities with a rating of “Single-A” or higher; ARPS where the issuing company is rated “BBB” or higher; corporate debt with a rating of “Single-A” or better; investment grade corporate bond mutual funds; private label collateralized mortgage obligations with a single rating of “AA” or higher; commercial mortgage backed securities with a rating of “AAA”; and mandatory purchases of equity securities of the FRB and FHLB. ARPS holdings are limited to no more than 15% of a bank’s tier 1 capital; municipal securities are limited to no more than 5% of a bank's assets; investment grade corporate bond mutual funds are limited to no more than 5% of a bank's total capital; corporate debt holdings are limited to no more than 2.5% of a bank’s assets; and commercial mortgage backed securities are limited to an aggregate purchase limit of $50 million.

The Company no longer purchases (although we may continue to hold previously acquired) CDOs. Our policies also govern the use of derivatives, and provide that the Company prudently use derivatives in accordance with applicable regulations as a risk management tool to reduce the overall exposure to interest rate risk, and not for speculative purposes.

All of our investment securities are classified as AFS, HTM or measured at fair value (“trading”) pursuant to ASC Topic 320, Investments and ASC Topic 825, Financial Instruments. AFS securities are reported at fair value in accordance with Topic 820, Fair Value Measurements and Disclosures.

As of December 31, 2013, the Company had an investment securities portfolio of $1.66 billion, representing approximately 17.8% of our total assets, with the majority of the portfolio invested in AAA/AA+-rated securities. The average duration of our investment securities was 3.6 years as of December 31, 2013.

The following table summarizes the investment securities portfolio as of December 31, 2013 and 2012:



	December 31,
	2013				2012
	Amount		Percent		Amount		Percent
	(dollars in millions)
U.S. Government sponsored agency securities	$	47.0	2.8	%	$	—	—	%
Municipal obligations	299.2		18.1		265.1		21.4
Preferred stock	61.5		3.7		75.5		6.1
Mutual funds	36.5		2.2		38.0		3.1
Residential mortgage-backed securities issued by GSEs	1,024.5		61.9		668.3		54.1
Private label residential mortgage-backed securities	36.1		2.2		35.6		2.9
Private label commercial mortgage-backed securities	5.4		0.3		5.7		0.5
Trust preferred securities	23.8		1.4		24.1		1.9
CRA investments	24.9		1.5		25.8		2.1
Collateralized debt obligations	0.1		—		0.1		—
Corporate debt securities	97.8		5.9		97.8		7.9
Total	$	1,656.8	100.0	%	$	1,236.0	100.0	%

As of December 31, 2013 and 2012, the Company had an investment in BOLI of $140.6 million and $138.3 million, respectively. The BOLI was purchased to help offset employee benefit costs. For additional information concerning investments, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition – Investments” in Item 7 of this Form 10-K.

Deposit Products

The Company offers a variety of deposit products, including checking accounts, savings accounts, money market accounts and other types of deposit accounts, including fixed-rate, fixed maturity retail certificates of deposit. The Company has historically focused on growing its lower cost core customer deposits. As of December 31, 2013, the deposit portfolio was comprised of 28% non-interest bearing deposits and 72% interest-bearing deposits.

The competition for deposits in our markets is strong. The Company has historically been successful in attracting and retaining deposits due to several factors, including: 1) our high quality of customer service; 2) our experienced relationship bankers who have strong relationships within their communities; 3) the broad selection of cash management services we offer; and

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4) incentives to employees for business development. The Company intends to continue its focus on attracting deposits from our business lending relationships in order to maintain our low cost of funds and improve our net interest margin. The loss of low-cost deposits could negatively impact future profitability.

Deposit balances are generally influenced by national and local economic conditions, changes in prevailing interest rates, internal pricing decisions, perceived stability of financial institutions and competition. The Company’s deposits are primarily obtained from communities surrounding its branch offices. In order to attract and retain quality deposits, we rely on providing quality service and introducing new products and services that meet the needs of customers.

In 2013, the Company’s deposit rates were determined by each individual bank through an internal oversight process under the direction of its asset and liability committee. The banks considered a number of factors when determining deposit rates, including:


•	current and projected national and local economic conditions and the outlook for interest rates;


•	local competition;


•	loan and deposit positions and forecasts, including any concentrations in either; and


•	FHLB advance rates and rates charged on other funding sources.

The following table shows our deposit composition:



	December 31,
	2013				2012
	Amount		Percent		Amount		Percent
	(in thousands)
Non-interest-bearing demand	$	2,199,983	28.1	%	$	1,933,169	29.9	%
Interest-bearing demand	709,841		9.1		582,315		9.0
Savings and money market	3,310,369		42.2		2,573,506		39.9
Certificate of deposit ($100,000 or more)	1,422,623		18.1		1,220,938		18.9
Other time deposits	195,389		2.5		145,249		2.3
Total deposits	$	7,838,205	100.0	%	$	6,455,177	100.0	%

In addition to our deposit base, we have access to other sources of funding, including FHLB and FRB advances, repurchase agreements and unsecured lines of credit with other financial institutions. Previously, we have also accessed the capital markets through trust preferred offerings. For additional information concerning our deposits, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Balance Sheet Analysis – Deposits” in Item 7 of this Form 10-K.

Financial Products and Services

In addition to traditional commercial banking activities, the Company offers other financial services to customers, including: internet banking, wire transfers, electronic bill payment, lock box services, courier, and cash management services.

Customer, Product and Geographic Concentrations

Approximately 58% of our loan portfolio at December 31, 2013 and 2012 consisted of CRE secured loans, including CRE loans and construction and land development loans. The Company’s business is concentrated in the Las Vegas, Los Angeles, San Francisco, Phoenix, Reno, San Diego and Tucson metropolitan areas. Consequently, the Company is dependent on the trends of these regional economies. The Company is not dependent upon any single or limited number of customers, the loss of which would have a material adverse effect on the Company. No material portion of the Company’s business is seasonal.

Foreign Operations

The Company has no significant foreign operations. We provide loans, letters of credit and other trade-related services to commercial enterprises that conduct business outside the U.S.

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Customer Concentration

Neither the Company nor any of its reportable segments has any customer relationships that individually account for 10% of consolidated or segment revenues, respectively.

Competition

The financial services industry is highly competitive. Many of our competitors are much larger in total assets and capitalization, have greater access to capital markets, and offer a broader range of financial services than we can offer and may have lower cost structures.

This increasingly competitive environment is primarily a result of long-term changes in regulation that made mergers and geographic expansion easier; changes in technology and product delivery systems and web-based tools; the accelerating pace of consolidation among financial services providers; and the flight of deposit customers to greater perceived safety. We compete for loans, deposits and customers with other banks, credit unions, securities and brokerage companies, mortgage companies, insurance companies, finance companies, and other non-bank financial services providers. This strong competition for deposit and loan products directly affects the rates of those products and the terms on which they are offered to consumers.

Technological innovation continues to contribute to greater competition in domestic and international financial services markets.

Mergers between financial institutions have placed additional pressure on banks to consolidate their operations, reduce expenses and increase revenues to remain competitive. The competitive environment is also significantly impacted by federal and state legislation that makes it easier for non-bank financial institutions to compete with the Company.

Employees

As of December 31, 2013, the Company had 1,051 full-time equivalent employees. The Company’s employees are not represented by a union or covered by a collective bargaining agreement. Management believes that its employee relations are good.

Recent Developments and Company Response

The global and U.S. economies, and the economies of the local communities in which we operate, experienced a rapid decline in 2008, the effects of which are still being felt. The financial markets and the financial services industry in particular suffered unprecedented disruption, causing many major institutions to fail or require government intervention to avoid failure. These conditions were brought about largely by the erosion of U.S. and global credit markets, including a significant and rapid deterioration of the mortgage lending and related real estate markets. Despite these conditions, in 2013, we continued to grow net interest income to $332.9 million, up 15% from $290.3 million in 2012. During 2013, our losses resulting primarily from provisions and charge-offs for credit losses continued, but decreased to $13.2 million from $46.8 million in 2012. As a result of the recently improved real estate market, we had net gains on sales/valuations of other repossessed assets of $2.4 million, compared to a loss of $4.2 million in 2012. As a result, our net interest income after provision for credit loss in 2013 was $319.7 million, up 31% from $243.4 million in 2012.

The U.S., state and foreign governments took extraordinary actions in an attempt to deal with this worldwide financial crisis and the severe decline in the economy that followed. On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, into law. The Dodd-Frank Act has had, and will continue to have, a broad impact on the financial services industry. The SEC and the Federal banking agencies, including the FRB and FDIC, have issued a number of requests for public comment, proposed rules and final regulations to implement the requirements of the Dodd-Frank Act. The following items provide a brief description of the impact of the Dodd-Frank Act on the operations and activities, both currently and prospectively, of the Company and its subsidiaries:

•

Deposit Insurance. The Dodd-Frank Act and implementing final rules from the FDIC make permanent the $250,000 deposit insurance limit for insured deposits. The assessment base against which an insured depository institution’s deposit insurance premiums paid to the DIF has been revised to use the institution’s average consolidated total assets less its average equity rather than its deposit base. Although we do not expect these provisions to have a material effect on our deposit insurance premium expense, in the future, they could increase the FDIC deposit insurance premiums we pay.


•	Increased Capital Standards and Enhanced Supervision. The federal banking agencies are required to establish minimum leverage and risk-based capital requirements for banks and bank holding companies. These new standards will be no lower than existing regulatory capital and leverage standards applicable to insured depository institutions

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and may, in fact, be higher when established by the agencies. Compliance with heightened capital standards may reduce our ability to generate or originate revenue-producing assets and thereby restrict revenue generation from banking and non-banking operations. The Dodd-Frank Act also increases regulatory oversight, supervision and examination of banks, bank holding companies and their respective subsidiaries by the appropriate regulatory agency. Compliance with new regulatory requirements and expanded examination processes could increase our cost of operations.

•

Trust Preferred Securities. Under the increased capital standards established by the Dodd-Frank Act, bank holding companies are prohibited from including in their regulatory Tier 1 capital hybrid debt and equity securities issued on or after May 19, 2010. Among the hybrid debt and equity securities included in this prohibition are trust preferred securities, which the Company has used in the past as a tool for raising additional Tier 1 capital and otherwise improving its regulatory capital ratios. Based on guidance issued by the FRB on July 8, 2013, there will not be a Tier 1 phase out of grandfathered trust preferred securities for banks with assets of less than $15 billion. As a result, our securities will continue to qualify as Tier 1 Capital.

•

Consumer Financial Protection Bureau. The Dodd-Frank Act creates a new, independent CFPB within the Federal Reserve that is tasked with establishing and implementing rules and regulations under certain federal consumer protection laws. These consumer protection laws govern the manner in which we offer many of our financial products and services. On July 21, 2011, the rulemaking and certain enforcement authority for enumerated federal consumer financial protection laws were transferred to the CFPB. As a result of this transfer, the CFPB now has significant interpretive and enforcement authority with respect to many of the federal laws and regulations under which we operate. In accordance with this authority, the CFPB has officially transferred many of the regulations formerly maintained by the Federal Reserve and the U.S. Department of Housing and Urban Development, to a new chapter of Title 12 of the Code of Federal Regulations maintained by the CFPB, many of which deal with consumer credit, account disclosures and residential mortgage lending. Although the CFPB did not make significant or substantive changes to the rules during this transfer, it now has authority to promulgate guidance and interpretations of these rules and regulations in a manner that could differ from prior interpretations from other federal regulatory bodies.

•

State Enforcement of Consumer Financial Protection Laws. The Dodd-Frank Act permits states to adopt consumer protection laws and regulations that are stricter than those regulations promulgated by the CFPB. State attorneys general are permitted to enforce consumer protection rules adopted by the CFPB against certain state-chartered institutions. Although consumer products and services represent a relatively small part of our business, compliance with any such new regulations would increase our cost of operations and, as a result, could limit our ability to expand these products and services.

•

Transactions with Affiliates and Insiders. The Dodd-Frank Act enhances the requirements for certain transactions with affiliates under Section 23A and 23B of the Federal Reserve Act, including an expansion of the definition of “covered transactions” and an increase in the amount of time for which collateral requirements regarding covered transactions must be maintained. Additionally, limitations on transactions with insiders are expanded through the 1) strengthening on loan restrictions to insiders; and 2) expansion of the types of transactions subject to the various limits, including derivative transactions, repurchase agreements, reverse repurchase agreements and securities lending or borrowing transactions. Restrictions are also placed on certain asset sales to and from an insider to an institution, including requirements that such sales be on market terms and, in certain circumstances, approved by the institution’s board of directors.

•

Corporate Governance. The Dodd-Frank Act addresses many corporate governance and executive compensation matters that will affect most U.S. publicly traded companies, including us. The Dodd-Frank Act: 1) grants shareholders of U.S. publicly traded companies an advisory vote on executive compensation; 2) enhances independence requirements for compensation committee members; 3) requires companies listed on national securities exchanges to adopt incentive-based compensation claw-back policies for executive officers; and 4) provides the SEC with authority to adopt proxy access rules that would allow shareholders of publicly traded-companies to nominate candidates for election as a director and have those nominees included in a company’s proxy materials. The SEC recently adopted final rules implementing rules for the shareholder advisory vote on executive compensation and golden parachute payments.

•

Debit Interchange Fees and Routing. The so-called Durbin Amendment, and the Federal Reserve’s implementing regulations, require that, unless exempt, bank issuers may only receive an interchange fee from merchants that is reasonable and proportional to the cost of clearing the transaction. Although this limitation only applies to banks with total assets, when aggregated or consolidated with the assets of all their affiliates, of $10 billion or more, other provisions of the Durbin Amendment and the Federal Reserve’s regulations also require that banks enable all debit

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cards with two or more unaffiliated payment networks. Moreover, banks are prohibited from placing restrictions or limiting a merchant’s ability to route an electronic debit transaction initiated through a debit card through any enabled network. These rules became effective on October 1, 2011.

Additional regulations called for in the Dodd-Frank Act, include regulations dealing with the risk retention requirements for assets transferred in a securitization and implementing restrictions on a banking organization’s proprietary trading and sponsorship or ownership of private equity funds or hedge funds. While our current assessment is that the Dodd-Frank Act and its implementing regulations will not have a materially greater effect on the Company than the rest of the industry, given the uncertainty associated with the manner in which the provisions of the Dodd-Frank Act will be implemented, the full extent of the impact such requirements will have on our operations is unclear. The changes resulting from the Dodd-Frank Act may impact the profitability of our business activities, require changes to certain of our business practices, impose upon us more stringent capital, liquidity and leverage requirements or otherwise adversely affect our business. These changes may also require us to invest significant management attention and resources to evaluate and make any changes necessary to comply with new statutory and regulatory requirements or limit our growth or expansionary activities. Failure to comply with the new requirements would negatively impact our results of operations and financial condition. While we cannot predict what effect any presently contemplated or future changes in the laws or regulations or their interpretations would have on us, these changes could be materially adverse to our investors.

The Company was a participant in programs established by the U.S. Treasury Department under the authority contained in the Emergency Economic Stabilization Act of 2008 (enacted on October 3, 2008) and the American Recovery and Reinvestment Act of 2009 (enacted on February 17, 2009). Among other matters, these laws:


•	provide for the government to invest additional capital into banks and otherwise facilitate bank capital formation (commonly referred to as the TARP);


•	increase the limits on federal deposit insurance; and


•	provide for various forms of economic stimulus, including assisting homeowners in restructuring and lowering mortgage payments on qualifying loans.

During 2008, in addition to two private offerings raising a total of approximately $80 million in capital, the Company also took advantage of TARP Capital Purchase Program or the CPP to raise $140 million of new capital and strengthen its balance sheet.

Enacted into law as part of the Small Business Jobs Act of 2010, the SBLF is a dedicated investment fund that encourages lending to small businesses by providing capital to qualified community banks, with assets of less than $10 billion. Under the SBLF, Treasury makes a capital investment into community banks the dividend payment on which is adjusted depending on the growth in the bank’s qualifying small business lending. On September 27, 2011, as part of the SBLF program, the Company sold $141 million of Non-Cumulative Perpetual Preferred Stock, Series B, to the Secretary of the Treasury, and used approximately $140.8 million of these proceeds to redeem the 140,000 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A, issued in 2008 to the Treasury under the CPP, plus the accrued and unpaid dividends owed. As a result of its redemption of the CPP preferred stock, the Company is no longer subject to the limits on executive compensation and other restrictions stipulated under CPP. The Company will be subject to all terms, conditions and other requirements for participation in SBLF for as long as any SBLF Preferred Stock remains outstanding. Initially established at 5%, the dividend rate can vary from as low as 1% to 9% in part depending upon the Company’s success in qualifying small business lending. During the year ended December 31, 2013, the Company's dividend rate was locked in at 1% until the first quarter of 2016, at which time, the dividend rate would rise to 9% if not redeemed.

Since 2009, BON had been operating under informal supervisory oversight by banking regulators in the form of a MOU, which addressed such matters as asset quality, credit administration, repossessed property, and a number of other items. The MOU was terminated, effective as of July 9, 2013.

Supervision and Regulation

The Company and its subsidiaries are extensively regulated and supervised under both federal and state laws. A summary description of the laws and regulations which relate to the Company’s operations are discussed in Item 7 of this Form 10-K.

Additional Available Information

The Company maintains an Internet website at http://www.westernalliancebancorp.com. The Company makes available its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Exchange Act and other information related to the Company free of charge, through this site as soon as reasonably practicable after it electronically files those documents with, or otherwise

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furnishes them to the SEC. The SEC maintains an Internet site, http://www.sec.gov, in which all forms filed electronically may be accessed. The Company’s internet website and the information contained therein are not intended to be incorporated in this Form 10-K.

In addition, copies of the Company’s annual report will be made available, free of charge, upon written request.


Item 1A.	Risk Factors.

Investing in our common stock involves various risks, many which are specific to the Company. Several of these risks and uncertainties, are discussed below and elsewhere in this report. This listing should not be considered as all-inclusive. These factors represent risks and uncertainties that could have a material adverse effect on our business, results of operations and financial condition. Other risks that we do not know about now, or that we do not believe are significant, could negatively impact our business or the trading price of our securities. In addition to common business risks such as theft, loss of market share and disasters, the Company is subject to special types of risk due to the nature of its business. See additional discussions about credit, interest rate, market and litigation risks in "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" and additional information regarding legislative and regulatory risks in the "Supervision and Regulation" section therein.

Risks Relating to Our Business

Our financial performance may be adversely affected by conditions in the financial markets and economic conditions generally and at other financial institutions.

Our financial performance generally, and, in particular, the ability of borrowers to pay interest on and repay principal of outstanding loans and the value of collateral securing those loans, is highly dependent upon the business environment in the markets where we operate and in the U.S. as a whole. A favorable business environment is generally characterized by, among other factors, economic growth, efficient capital markets, low inflation, high business and investor confidence, and strong business earnings. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity or investor or business confidence, limitations on the availability or increases in the cost of credit and capital, increases in inflation or interest rates, natural disasters, terrorist attacks, or a combination of these or other factors.

In the U.S. financial services industry, the commercial soundness of financial institutions is closely interrelated as a result of credit, trading, clearing or other relationships between the institutions. As a result, concerns about, or a default or threatened default by, one institution could lead to significant market-wide liquidity and credit problems, losses or defaults by other institutions. This is sometimes referred to as “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which we interact on a daily basis, and therefore could adversely affect us.

Since mid-2007, the financial services industry and the securities markets generally have been materially and adversely affected by significant declines in the values of nearly all asset classes and by a serious lack of liquidity. The global markets have been characterized by substantially increased volatility and an overall loss of investor confidence. Market conditions have led to the failure or merger of a number of prominent financial institutions. Financial institution failures or near-failures have resulted in further losses as a consequence of defaults on securities issued by them and defaults under contracts entered into with such entities as counterparties. Furthermore, declining asset values, defaults on mortgages and consumer loans, and the lack of market and investor confidence, as well as other factors, have combined to increase credit default swap spreads and to cause rating agencies to lower credit ratings in prior years. Despite recent stabilization in asset prices, and economic performance, and historically low Federal Reserve borrowing rates, there remains a risk of continued asset and economic deterioration, which may increase the cost and decrease the availability of liquidity. Additionally, some banks and other lenders suffered significant losses during the recent financial crisis and are now less willing and/or able to lend, even on a secured basis, because of capital and other regulatory limitations, potentially increased risks of default and the impact of declining asset values on collateral. The foregoing has significantly weakened the strength and liquidity of some financial institutions worldwide.

It is possible that the business environment in the U.S. will continue to be relatively weak for the foreseeable future. There can be no assurance that these conditions will improve in the near term. Such conditions could adversely affect the credit quality of our loans, our results of operations and our financial condition.

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The Company is highly dependent on real estate and events that negatively impact the real estate market will hurt our business and earnings.

The Company is located in areas in which economic growth is largely dependent on the real estate market, and a substantial majority of our loan portfolio is secured by or otherwise dependent on real estate. Until recently, real estate values have been declining in our markets, in some cases in a material and even dramatic fashion, which affects collateral values and has resulted in increased provisions for credit losses. In particular, we expect the weakness in the Nevada portions of our loan portfolio may continue through 2014.

Further, the effects of recent mortgage market challenges, combined with the decreases in residential real estate market prices and demand, could result in price reductions in home values, adversely affecting the value of collateral securing the residential real estate and construction loans that we hold, as well as loan originations and gains on sale of real estate and construction loans. A decline in real estate activity would likely cause a decline in asset and deposit growth and negatively impact our earnings and financial condition.

The Company’s high concentration of CRE, construction and land development and commercial and industrial loans expose us to increased lending risks.

CRE, construction and land development and commercial and industrial loans, comprised approximately 91% of our total loan portfolio as of December 31, 2013, and exposed the Company to a greater risk of loss than residential real estate and consumer loans, which comprised a smaller percentage of the total loan portfolio at December 31, 2013. CRE and land development loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to residential loans. Consequently, an adverse development with respect to one commercial loan or one credit relationship exposes us to a significantly greater risk of loss compared to an adverse development with respect to one residential mortgage loan. In addition, real estate construction, acquisition and development loans have certain risks that are not present in other types of loans. The primary credit risks associated with real estate construction, acquisition and development loans are underwriting, project risks and market risks. Project risks include cost overruns, borrower credit risk, project completion risk, general contractor credit risk and environmental and other hazard risks. Market risks are risks associated with the sale of completed residential and commercial units. Such risks include affordability, which means the risk that borrowers cannot obtain affordable financing, product design risk, and risks posed by competing projects. Real estate construction, acquisition and development loans also involve additional risks because funds are advanced upon the security of the project, which is of uncertain value prior to its completion, and costs may exceed realizable values in declining real estate markets.

Because of the uncertainties inherent in estimating construction costs and the realizable market value of completed projects and the effects of governmental regulation of real property, it is relatively difficult to evaluate accurately the total funds required to complete a project and the related loan-to-value ratio. As a result, real estate construction, acquisition and development loans often involve the disbursement of substantial funds with repayment dependent, in part, on the success of the ultimate project and the ability of the borrower to sell or lease the property, rather than the ability of the borrower or guarantor to repay principal and interest. If our appraisal of the value of the completed project proves to be overstated or market values or rental rates decline, we may have inadequate security for the repayment of the loan upon completion of construction of the project. If we are forced to foreclose on a project prior to or at completion due to a default, there can be no assurance that we will be able to recover all of the unpaid balance and accrued interest on the loan as well as related foreclosure and holding costs. In addition, we may be required to fund additional amounts to complete the project and may have to hold the property for an unspecified period of time while we attempt to dispose of it. The adverse effects of the foregoing matters upon our real estate construction, acquisition and development portfolio could lead to an increase in non-performing loans related to this portfolio and these non-performing loans may result in a material level of charge-offs, which may have a material adverse effect on our financial condition and results of operations.

Actual credit losses may exceed the losses that we expect in our loan portfolio, which could require us to raise additional capital. If we are unable to raise additional capital, our financial condition, results of operations and capital could be materially and adversely affected.

Credit losses are inherent in the business of making loans. We make various assumptions and judgments about the collectability of our consolidated loan portfolio and maintain an allowance for estimated credit losses based on a number of factors, including the size of the portfolio, asset classifications, economic trends, industry experience and trends, industry and geographic concentrations, estimated collateral values, management’s assessment of the credit risk inherent in the portfolio, historical loan loss experience and loan underwriting policies. In addition, the Company evaluates all loans identified as problem loans and augments the allowance based upon its estimation of the potential loss associated with those problem loans. Additions to the allowance for credit losses recorded through the Company's provision for credit losses decrease the Company's net income. If such assumptions and judgments are incorrect, the Company's actual credit losses may exceed our allowance for credit losses.

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At December 31, 2013, our allowance for credit losses was $100.1 million. Deterioration in the real estate market and/or general economic conditions could affect the ability of our loan customers to service their debt, which could result in additional loan provisions and increases in our allowance for credit losses. Any increases in the provision or allowance for credit losses will result in a decrease in our net income and, potentially, capital, and may have a material adverse effect on our financial condition and results of operations. Moreover, because future events are uncertain and because we may not successfully identify all deteriorating loans in a timely manner, there may be loans that deteriorate in an accelerated time frame. If actual credit losses materially exceed our allowance for credit losses, we may be required to raise additional capital, which may not be available to us on acceptable terms or at all. Our inability to raise additional capital on acceptable terms when needed could materially and adversely affect our financial condition, results of operations and capital.

In addition, we may be required to increase our allowance for credit losses based on changes in economic and real estate market conditions, new information regarding existing loans, input from regulators in connection with their review of our allowance, changes in regulatory guidance regulations or accounting standards, identification of additional problem loans and other factors, both within and outside of our management’s control. Increases to our allowance for credit losses could negatively affect our financial condition and earnings.

Because of the geographic concentration of our assets, our business is highly susceptible to local economic conditions.

Our business is primarily concentrated in selected markets in Arizona, California and Nevada. As a result of this geographic concentration, our financial condition and results of operations depend largely upon economic conditions in these market areas. Deterioration in economic conditions in the markets we serve could result in one or more of the following: an increase in loan delinquencies; an increase in problem assets and foreclosures; a decrease in the demand for our products and services; or a decrease in the value of collateral for loans, especially real estate, in turn reducing customers’ borrowing power, the value of assets associated with problem loans and collateral coverage.

The downgrade of the U.S. government’s sovereign credit rating, any similar rating agency action in the future, debt crises in Europe and other countries, and downgrades of the sovereign credit ratings of several European nations could negatively impact our business, financial condition and results of operations.

In 2011, Standard & Poor’s Rating Services downgraded the U.S. government’s AAA sovereign credit rating to AA+ and Moody’s Investors Services changed its U.S. government rating outlook to negative, and Fitch Ratings stated that a downgrade of the U.S. sovereign credit rating could occur without an agreement on a credible plan in place by 2013 to reduce the U.S. government deficit, which did not occur. The impact of downgrades to the U.S. government’s sovereign credit rating by rating agencies, as well as any perceived credit weakness of U.S. government-related obligations, is inherently unpredictable and could adversely affect the U.S. and global financial markets and economic conditions and have a material adverse effect on our business, financial condition and results of operation.

In addition, while we don’t have direct foreign exposure certain European nations and other countries continue to experience varying degrees of financial stress. Despite various assistance packages, worries about European financial institutions and sovereign finances persist, which in 2012, resulted in downgrades of credit ratings for several countries, including France and Italy. Risks related to the European economic crisis have had, and are likely to continue to have, a negative impact on global economic activity and the financial markets. As these conditions persist, our financial condition and results of operations could be materially adversely affected.

The Company’s financial instruments expose it to certain market risks and may increase the volatility of reported earnings.

The Company holds certain financial instruments measured at fair value. For those financial instruments measured at fair value, the Company is required to recognize the changes in the fair value of such instruments in earnings. Therefore, any increases or decreases in the fair value of these financial instruments have a corresponding impact on reported earnings. Fair value can be affected by a variety of factors, many of which are beyond our control, including our credit position, interest rate volatility, capital markets volatility and other economic factors. Accordingly, our earnings are subject to mark-to-market risk and the application of fair value accounting may cause our earnings to be more volatile than would be suggested by our underlying performance.

If the Company lost a significant portion of its low-cost deposits, it could negatively impact our liquidity and profitability.

The Company’s profitability depends in part on successfully attracting and retaining a stable base of low-cost deposits. While we generally do not believe these core deposits are sensitive to interest rate fluctuations, the competition for these deposits in our markets is strong and customers are increasingly seeking investments that are safe, including the purchase of U.S. Treasury securities and other government-guaranteed obligations, as well as the establishment of accounts at the largest, most-well capitalized banks. The Company is a member of the Promontory Interfinancial Network, and offers its reciprocal deposit

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products, such as CDARS and ICS, to customers seeking federal insurance for deposit amounts that exceed the applicable deposit insurance limit at a single institution. Any event or circumstance that interferes with or limits our ability to offer these products, such as a significant regulatory enforcement action or a significant decline in capital levels at our bank subsidiary, could negatively impact our ability to attract and retain deposits. For further discussion of CDARS and ICS, see "Note 9. Deposits" to the Consolidated Financial Statements included in this Form 10-K. If the Company were to lose a significant portion of its low-cost deposits, it would negatively impact its liquidity and profitability.

From time to time, the Company has been dependent on borrowings from the FHLB and the FRB, and there can be no assurance these programs will be available as needed.

As of December 31, 2013, the Company has borrowings from the FHLB of San Francisco of $273.9 million and no borrowings from the FRB. In the past, the Company has been reliant on such borrowings to satisfy its short-term liquidity needs. The Company’s borrowing capacity is generally dependent on the value of the Company’s collateral pledged to these entities. These lenders could reduce the borrowing capacity of the Company or eliminate certain types of collateral and could otherwise modify or even terminate its loan programs. Any change or termination could have an adverse effect on the Company’s liquidity and profitability.

A decline in the Company’s stock price or expected future cash flows, or a material adverse change in our results of operations or prospects, could result in further impairment of our goodwill.

A further significant and sustained decline in our stock price and market capitalization, a significant decline in our expected future cash flows, a significant adverse change in the business climate or slower growth rates could result in additional impairment of our goodwill. If we were to conclude that a future write-down of our goodwill is necessary, then we would record the appropriate charge, which could be materially adverse to our operating results and financial position. For further discussion, see "Note 7. Goodwill and Other Intangible Assets" to the Consolidated Financial Statements included in this Form 10-K.

A change in the Company’s credit worthiness could increase the cost of funding from the capital markets.

Market participant regularly evaluate the credit worthiness of the Company and its long-term debt based on a number of factors, including our financial strength as well as factors not entirely within our control, including conditions affecting the financial services industry generally. In light of the difficulties in the financial services industry and the real estate and financial markets, there can be no assurance that we will not be subject to changes in our perceived credit worthiness. Changes could adversely affect the cost and other terms upon which we are able to obtain funding and our access to the capital markets, and could increase our cost of capital.

The Company’s expansion strategy may not prove to be successful and our market value and profitability may suffer.

The Company continually evaluates expansion through acquisitions of banks, the organization of new banks and the expansion of our existing banks through establishment of new branches. Any future acquisitions will be accompanied by the risks commonly encountered in acquisitions. These risks include, among other things: 1) difficulty of integrating the operations and personnel; 2) potential disruption of our ongoing business; and 3) inability of our management to maximize our financial and strategic position by the successful implementation of uniform product offerings and the incorporation of uniform technology into our product offerings and control systems.

The recent economic crisis also revealed and caused risks that are unique to acquisitions of financial institutions and banks and that are difficult to assess, including the risk that the acquired institution has troubled, illiquid, or bad assets or an unstable base of deposits or assets under management. The Company expects that competition for suitable acquisition candidates may be significant. We may compete with other banks or financial service companies with similar acquisition strategies, many of which are larger and have greater financial and other resources. The Company cannot assure you that we will be able to successfully identify and acquire suitable acquisition targets on acceptable terms and conditions.

In addition to the acquisition of existing financial institutions, the Company may consider the organization of new banks in new market areas, although we do not have any current plans to organize a new bank. Any acquisition of an existing bank or the organization of a new bank carries with it numerous risks, including the following:


•	the inability to obtain all the regulatory approvals;


•	significant costs and anticipated operating losses during the application and organizational phases, and the first years of operation of the new bank;


•	the inability to secure the services of qualified senior management;

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•	the local market may not accept the services of a new bank owned and managed by a bank holding company headquartered outside of the market area of the new bank;


•	the inability to obtain attractive locations within a new market at a reasonable cost; and


•	the additional strain on management resources and internal systems and controls.

The Company cannot provide any assurance that it will be successful in overcoming these risks or any other problems encountered in connection with acquisitions and the organization of new banks. Potential regulatory enforcement actions, like a MOU, also may adversely affect our ability to engage in certain expansionary activities. The Company’s inability to provide resources necessary for its subsidiary banks to meet the requirements of any regulatory action or otherwise to overcome these risks could have an adverse effect on the achievement of our business strategy and maintenance of our market value.

The Company may not be able to successfully implement the recent consolidation of its bank subsidiaries under a single charter or otherwise keep pace with its growth by improving its controls and processes, and its reporting systems and procedures, which could cause it to experience compliance and operational problems or lose customers, or incur additional expenditures beyond current projections, any one of which could adversely affect our financial results.

On December 31, 2013, the Company consolidated its three bank subsidiaries under a single charter with the goal of becoming more efficient, providing better products and services to our customers, strengthening the Company’s governance structure, and improving its management processes. Successfully implementing this consolidation and achieving these goals will require communicating these changes to our customers in a positive fashion, and integrating our systems and operating procedures. Moreover, in general, the Company’s future success will depend on the ability of officers and other key employees to continue to implement and improve operational, credit, financial, management and other internal risk controls and processes, and improve reporting systems and procedures, while at the same time maintaining and growing existing businesses and client relationships. We may not successfully implement such changes or improvements in an efficient or timely manner, or we may discover deficiencies in our existing systems and controls that adversely affect our ability to grow our existing businesses and client relationships and could require us to incur additional expenditures to expand our administrative and operational infrastructure. If we are unable to successfully implement charter consolidation or to improve our controls, processes, and reporting systems and procedures, we may lose customers, experience compliance and operational problems or incur additional expenditures beyond current projections, any one of which could adversely affect our financial results.

The Company’s future success will depend on our ability to compete effectively in a highly competitive market.

The Company faces substantial competition in all phases of our operations from a variety of different competitors. Our competitors, including large commercial banks, community banks, thrift institutions, mutual savings banks, credit unions, consumer finance companies, insurance companies, securities dealers, brokers, mortgage bankers, investment advisors, money market mutual funds and other financial institutions, compete with lending and deposit-gathering services offered by us. Increased competition in our markets may result in reduced loans and deposits or less favorable pricing.

There is strong competition for financial services in the markets in which we conduct our businesses, from many local commercial banks as well as numerous national and commercial banks and regionally based commercial banks. In particular, we have experienced intense price and terms competition in some of the lending lines of business in recent years. Many of these competing institutions have much greater financial and marketing resources than we have. Due to their size, many competitors can achieve larger economies of scale and may offer a broader range of products and services or more attractive pricing than us. If we are unable to offer competitive products and services, our business may be negatively affected.

Some of the financial services organizations with which we compete are not subject to the same degree of regulation as is imposed on bank holding companies and federally insured depository institutions. As a result, these non-bank competitors have certain advantages over us in accessing funding and in providing various services. The banking business in our primary market areas is very competitive, and the level of competition facing us may increase further, which may limit our asset growth and financial results.

The success of the Company is dependent upon its ability to recruit and retain qualified employees especially seasoned relationship bankers.

The Company’s business plan includes and is dependent upon hiring and retaining highly qualified and motivated executives and employees at every level. In particular, our relative success to date has been partly the result of our management’s ability to identify and retain highly qualified relationship bankers that have long-standing relationships in their communities. These professionals bring with them valuable customer relationships and have been an integral part of our ability to attract deposits and to expand our market share. From time to time, the Company recruits or utilizes the services of employees who are subject

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to restrictions on their ability to use confidential information of a prior employer, to freely compete with that employer, or to solicit customers of that employer. If the Company is unable to hire or retain qualified employees, or if new employees are subject to these types of restrictions, it may not be able to successfully execute its business strategy. If the Company or its employee is found to have violated any nonsolicitation or other restrictions applicable to it or its employees, the Company or its employee could become subject to litigation or other proceedings.

The Company would be harmed if it lost the services of any of its senior management team or senior relationship bankers.

We believe that our success to date has been substantially dependent on our senior management team, which includes Robert Sarver, Chairman and CEO; Dale Gibbons, CFO; Robert R. McAuslan, CCO; Bruce Hendricks, Executive Vice President-Southern Nevada Administration; James Lundy, Executive Vice President-Arizona Administration; and Gerald Cady, Executive Vice President-California Administration. We also believe that our prospects for success in the future are dependent on retaining our senior management team and senior relationship bankers. In addition to their skills and experience as bankers, these persons provide us with extensive community ties upon which our competitive strategy is based. Our ability to retain these persons may be hindered by the fact that we have not entered into employment agreements with any of them. The loss of the services of any of these persons, particularly Mr. Sarver, could have an adverse effect on our business if we cannot replace them with equally qualified persons who are also familiar with our market areas.

Mr. Sarver’s involvement in outside business interests requires substantial time and attention and may adversely affect the Company’s ability to achieve its strategic plan.

Mr. Sarver joined the Company in December 2002 and is an integral part of our business. He has substantial business interests that are unrelated to us, including his position as managing partner of the Phoenix Suns National Basketball Association franchise. Mr. Sarver’s other business interests demand significant time commitments, the intensity of which may vary throughout the year. Mr. Sarver’s other commitments may reduce the amount of time he has available to devote to our business. We believe that Mr. Sarver spends the substantial majority of his business time on matters related to our company. However, a significant reduction in the amount of time Mr. Sarver devotes to our business may adversely affect our ability to achieve our strategic plan.

Terrorist attacks and threats of war or actual war may impact all aspects of our operations, revenues, costs and stock price in unpredictable ways.

Terrorist attacks in the U.S., as well as future events occurring in response or in connection to them including, without limitation, future terrorist attacks against U.S. targets, rumors or threats of war, actual conflicts involving the U.S. or its allies or military or trade disruptions, may impact our operations. Any of these events could cause consumer confidence and savings to decrease or result in increased volatility in the U.S. and worldwide financial markets and economy. Any of these occurrences could have an adverse impact on the Company’s operating results, revenues and costs and may result in the volatility of the market price for our securities, including our common stock, and impair their future price.

The business may be adversely affected by internet fraud.

The Company is inherently exposed to many types of operational risk, including those caused by the use of computer, internet and telecommunications systems. These risks may manifest themselves in the form of fraud by employees, by customers, other outside entities targeting us and/or our customers that use our internet banking, electronic banking or some other form of our telecommunications systems. Although we devote substantial resources to maintaining secure systems and to preventing such incidents, given the growing use of electronic, internet-based and networked systems to conduct business directly or indirectly with our clients, fraud losses may occur regardless of the preventative and detection systems in place or if those systems fail or prove to be inadequate.

We may experience interruptions or breaches in our information system security.

We rely heavily on communications and information systems to conduct our business, and have devoted substantial resources in recent years to improving the security of these systems. Any failure, interruption or breach in security of these systems could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan and other systems. While we have policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of these information systems, there can be no assurance that any such failures, interruptions or security breaches will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failures, interruptions or security breaches of these information systems could damage our reputation, result in direct financial losses or a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our financial condition and results of operations.

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A failure in or breach of our operational or security systems or infrastructure, or those of our third party vendors and other service providers, including as a result of cyber attacks, could disrupt our businesses, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses.

As a financial institution, we are susceptible to fraudulent activity that may be committed against us or our clients, which may result in financial losses to us or our clients, privacy breaches against our clients, or damage to our reputation. Such fraudulent activity may take many forms, including check fraud, electronic fraud, wire fraud, phishing, and other dishonest acts. In recent periods, there has been a rise in electronic fraudulent activity within the financial services industry, especially in the commercial banking sector, due to cyber criminals targeting commercial bank accounts. Consistent with industry trends, we have also experienced an increase in attempted electronic fraudulent activity in recent periods.

In addition, our operations rely on the secure processing, storage and transmission of confidential and other information on our computer systems and networks. Although we take numerous protective measures to maintain the confidentiality, integrity and availability of our and our clients’ information across all geographic and product lines, and endeavor to modify these protective measures as circumstances warrant, the nature of the threats continues to evolve. As a result, our computer systems, software and networks and those of our customers may be vulnerable to unauthorized access, loss or destruction of data (including confidential client information), account takeovers, unavailability of service, computer viruses or other malicious code, cyber attacks and other events that could have an adverse security impact and result in significant losses by us and/or our customers. Despite the defensive measures we take to manage our internal technological and operational infrastructure, these threats may originate externally from third parties, such as foreign governments, organized crime and other hackers, and outsource or infrastructure-support providers and application developers, or the threats may originate from within our organization. Given the increasingly high volume of our transactions, certain errors may be repeated or compounded before they can be discovered and rectified.

We also face the risk of operational disruption, failure, termination or capacity constraints of any of the third parties that facilitate our business activities, including vendors, exchanges, clearing agents, clearing houses or other financial intermediaries. Such parties could also be the source of an attack on, or breach of, our operational systems, data or infrastructure. In addition, we may be at risk of an operational failure with respect to our clients’ systems. Our risk and exposure to these matters remains heightened because of, among other things, the evolving nature of these threats, the outsourcing of some of our business operations, and the continued uncertain global economic environment. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.

We maintain an insurance policy which we believe provides reasonable coverage at a manageable expense for an institution of our size and scope with similar technological systems. However, we cannot assure that this policy will afford coverage for all possible losses or would be sufficient to cover all financial losses, damages, penalties, including lost revenues, should we experience any one or more of our or a third party’s systems failing or experiencing attack.

We rely on other companies to provide key components of our business infrastructure.

Third parties provide key components of our business operations, such as data processing, recording and monitoring transactions, online banking interfaces and services, Internet connections and network access. While we select these third-party vendors carefully, we do not control their actions. Any problems caused by these third parties, including those resulting from disruptions in communication services provided by a vendor, failure of a vendor to handle current or higher volumes, cyber-attacks and security breaches at a vendor, failure of a vendor to provide services for any reason or poor performance of services, could adversely affect our ability to deliver products and services to our customers and otherwise conduct our business. Financial or operational difficulties of a third-party vendor could also hurt our operations if those difficulties interfere with the vendor's ability to serve us. Furthermore, our vendors could also be sources of operational and information security risk to us, including from breakdowns or failures of their own systems or capacity constraints. Replacing these third party vendors could also create significant delay and expense. Accordingly, use of such third parties creates an unavoidable inherent risk to our business operations.

Our risk management practices may prove to be inadequate or not fully effective.

Our risk management framework seeks to mitigate risk and appropriately balance risk and return. We have established policies and procedures intended to identify, monitor and manage the types of risk to which we are subject, including credit risk, market risk, liquidity risk, operational risk and reputational risk. Although we have devoted significant resources to develop our risk management policies and procedures and expect to continue to do so in the future, these policies and procedures, as well as our risk management techniques, may not be fully effective. In addition, as regulations and markets in which we operate continue to evolve, our risk management framework may not always keep sufficient pace with those changes. If our risk management framework does not effectively identify or mitigate our risks, we could suffer unexpected losses and could be materially

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adversely affected. Management of our risks in some cases depends upon the use of analytical and/or forecasting models. If the models we use to mitigate these risks are inadequate, we may incur increased losses. In addition, there may be risks that exist, or that develop in the future, that we have not appropriately anticipated, identified or mitigated.

There are substantial risks and uncertainties associated with the introduction of new lines of business or new products and services within existing lines of business.

From time to time, we may implement new lines of business or offer new products and services within existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible.

Risks Related to the Banking Industry

We operate in a highly regulated environment and the laws and regulations that govern our operations, corporate governance, executive compensation and accounting principles, or changes in them, or our failure to comply with them, may adversely affect us.

The Company is subject to extensive regulation, supervision, and legislation that govern almost all aspects of our operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Supervision and Regulation” included in this Form 10-K. Intended to protect customers, depositors and the DIF, these laws and regulations, among other matters, prescribe minimum capital requirements, impose limitations on the business activities in which we can engage, limit the dividends or distributions that our banking subsidiaries can pay to the company or the company can pay to its shareholders, restrict the ability of affiliates to guarantee the company’s debt, impose certain specific accounting requirements on us that may be more restrictive and may result in greater or earlier charges to earnings or reductions in our capital than GAAP, among other things. Compliance with laws and regulations can be difficult and costly, and changes to laws and regulations often impose significant additional compliance costs. Further, an alleged failure by us to comply with these laws and regulations, even if we acted in good faith or the alleged failure reflects a difference in interpretation, could subject the Company to additional restrictions on its business activities (including mergers, acquisitions and new branches), fines and other penalties, any of which could adversely affect our results of operations, capital base and the price of our securities.

On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, into law. The Dodd-Frank Act has had, and will continue to have, a broad impact on the financial services industry, including significant regulatory and compliance changes. Several of the requirements called for in the Dodd-Frank Act are in the process of being implemented by regulations issued by the SEC and Federal banking agencies, such as the FDIC and Federal Reserve, and the precise date on which compliance with various provisions will be required is not known. Given the uncertainty associated with the manner in which the provisions of the Dodd-Frank Act will be implemented by the various regulatory agencies and through regulations, the full extent of the impact such requirements will have on our operations is unclear. The changes resulting from the Dodd-Frank Act may impact the profitability of our business activities, require changes to certain of our business practices, impose upon us more stringent capital, liquidity and leverage requirements or otherwise adversely affect our business. In particular, the potential impact of the Dodd-Frank Act on our operations and activities, both currently and prospectively, may include, among others:


•	a reduction in our ability to generate or originate revenue-producing assets as a result of compliance with heightened capital standards;


•	an increased cost of operations due to greater regulatory oversight, supervision and examination of banks and bank holding companies, and higher deposit insurance premiums;


•	the limitation on our ability to raise qualifying regulatory capital through the use of trust preferred securities as these securities may no longer be included in Tier 1 capital going forward; and


•	the limitations on our ability to offer certain consumer products and services due to anticipated stricter consumer protection laws and regulations.

Examples of these provisions include, but are not limited to:


•	creation of the Financial Stability Oversight Council that may recommend to the Federal Reserve increasingly strict rules for capital, leverage, liquidity, risk management and other requirements as companies grow in size and complexity;

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•	application of the same leverage and risk-based capital requirements that apply to insured depository institutions to most bank holding companies, such as the Company;


•	changes to the assessment base used by the FDIC to assess insurance premiums from insured depository institutions and increases to the minimum reserve ratio for the DIF, from 1.15% to not less than 1.35%, with provisions to require institutions with total consolidated assets of $10 billion or more to bear a greater portion of the costs associated with increasing the DIF’s reserve ratio;


•	repeal of the federal prohibitions on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts;


•	establishment of the CFPB with broad authority to implement new consumer protection regulations and, for bank holding companies with $10 billion or more in assets, to examine and enforce compliance with federal consumer laws;


•	implementation of risk retention rules for loans (excluding qualified residential mortgages) that are sold by a bank; and


•	amendment of the Electronic Fund Transfer Act to, among other things, give the Federal Reserve the authority to issue rules have limiting debit-card interchange fees.

Further, we may be required to invest significant management attention and resources to evaluate and make any changes necessary to comply with new statutory and regulatory requirements under the Dodd-Frank Act as we continue to grow and approach $10 billion in total assets. The Dodd-Frank Act created a new independent CFPB within the Federal Reserve Board. The CFPB is tasked with establishing and implementing rules and regulations under certain federal consumer protection laws with respect to the conduct of providers of certain consumer financial products and services. The CFPB has rulemaking authority over many of the statutes governing products and services offered to bank consumers. For banking organizations with assets of $10 billion or more, the CFPB has exclusive rulemaking and examination authority, and primary enforcement authority for most federal consumer financial laws. In addition, the Dodd-Frank Act permits states to adopt consumer protection laws and regulations that are stricter than those regulations promulgated by the CFPB. Compliance with any such new regulations would increase our cost of operations. Failure to comply with these new requirements, among others, may negatively impact our results of operations and financial condition. While we cannot predict what effect any presently contemplated or future changes in the laws or regulations or their interpretations would have on us, these changes could be materially adverse to our investors.

State and federal banking agencies periodically conduct examinations of our business, including for compliance with laws and regulations, and our failure to comply with any supervisory actions to which we are or become subject as a result of such examinations may adversely affect us.

State and federal banking agencies periodically conduct examinations of our business, including for compliance with laws and regulations. If, as a result of an examination, the FDIC or Federal Reserve were to determine that the financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of any of our operations had become unsatisfactory, or that any of our banks or their management was in violation of any law or regulation, the FDIC or Federal Reserve may take a number of different remedial or enforcement actions it deems appropriate to remedy such a deficiency. These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative actions to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in the bank’s capital, to restrict the bank’s growth, to assess civil monetary penalties against the bank’s officers or directors, to remove officers and directors and, if the FDIC concludes that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate the bank’s deposit insurance. Under Arizona law, the state banking supervisory authority has many of the same enforcement powers with respect to its state-chartered banks.

If we were unable to comply with regulatory directives in the future, or if we were unable to comply with the terms of any future supervisory requirements to which we may become subject, then we could become subject to a variety of supervisory actions and orders, including cease and desist orders, prompt corrective actions, MOUs, and/or other regulatory enforcement actions. If our regulators were to take such supervisory actions, then we could, among other things, become subject to greater restrictions on our ability to develop any new business, as well as restrictions on our existing business, and we could be required to raise additional capital, dispose of certain assets and liabilities within a prescribed period of time, or both. Failure to implement the measures in the time frames provided, or at all, could result in additional orders or penalties from federal and state regulators, which could result in one or more of the remedial actions described above. In the event that our bank subsidiary was ultimately unable to comply with the terms of a regulatory enforcement action, it could ultimately fail and be placed into receivership by the chartering agency. The terms of any such supervisory action and the consequences associated with any failure to comply therewith could have a material negative effect on our business, operating flexibility and financial condition.

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Changes in interest rates and increased rate competition could adversely affect our profitability, business and prospects.

Most of the Company’s assets and liabilities are monetary in nature, which subjects us to significant risks from changes in interest rates and can impact our net income and the valuation of our assets and liabilities. Increases or decreases in prevailing interest rates could have an adverse effect on our business, asset quality and prospects. The Company’s operating income and net income depend to a great extent on our net interest margin. Net interest margin is the difference between the interest yields we receive on loans, securities and other earning assets and the interest rates we pay on interest bearing deposits, borrowings and other liabilities. These rates are highly sensitive to many factors beyond our control, including competition, general economic conditions and monetary and fiscal policies of various governmental and regulatory authorities, including the Federal Reserve. If the rate of interest we pay on our interest bearing deposits, borrowings and other liabilities increases more than the rate of interest we receive on loans, securities and other earning assets increases, our net interest income, and therefore our earnings, would be adversely affected. The Company’s earnings also could be adversely affected if the rates on our loans and other investments fall more quickly than those on our deposits and other liabilities. We have recently experienced increased competition for loans on the basis of interest rates.

In addition, loan volumes are affected by market interest rates on loans. Rising interest rates generally are associated with a lower volume of loan originations, while lower interest rates are usually associated with higher loan originations. Conversely, in rising interest rate environments, loan repayment rates will decline and in falling interest rate environments, loan repayment rates will increase. The Company cannot guarantee that it will be able to minimize interest rate risk. In addition, an increase in the general level of interest rates may adversely affect the ability of certain borrowers to pay the interest on and principal of their obligations.

Interest rates also affect how much money the Company can lend. When interest rates rise, the cost of borrowing increases. Accordingly, changes in market interest rates could materially and adversely affect our net interest spread, asset quality, loan origination volume, business, financial condition, results of operations and cash flows.

The Company is exposed to risk of environmental liabilities with respect to properties to which we obtain title.

Approximately 63% of the Company’s loan portfolio at December 31, 2013 was secured by real estate. In the course of our business, the Company may foreclose and take title to real estate, and could be subject to environmental liabilities with respect to these properties. We may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination, or may be required to investigate or clean up hazardous or toxic substances, or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition, if we are the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. These costs and claims could adversely affect our business and prospects.

Risks Related to our Common Stock

The price of our common stock has increased substantially in the past two years and may fluctuate significantly in the future, which may make it difficult for you to resell shares of common stock owned by you at times or at prices you find attractive.

The price of our common stock on New York Stock Exchange constantly changes, and has increased substantially the past two years. We expect that the market price of our common stock will continue to fluctuate and there can be no assurances about the market prices for our common stock.

Our stock price may fluctuate as a result of a variety of factors, many of which are beyond our control. These factors include:


•	sales of our equity securities;


•	our financial condition, performance, creditworthiness and prospects;


•	quarterly variations in our operating results or the quality of our assets;


•	operating results that vary from the expectations of management, securities analysts and investors;


•	changes in expectations as to our future financial performance;


•	announcements of strategic developments, acquisitions and other material events by us or our competitors;


•	the operating and securities price performance of other companies that investors believe are comparable to us;

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•	the credit, mortgage and housing markets, the markets for securities relating to mortgages or housing, and developments with respect to financial institutions generally;


•	changes in global financial markets and global economies and general market conditions, such as interest or foreign exchange rates, stock, commodity or real estate valuations or volatility and other geopolitical, regulatory or judicial events; and


•	our past and future dividend practice.

There may be future sales or other dilution of our equity, which may adversely affect the market price of our common stock.

We are not restricted from issuing additional common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock. We also grant a significant number of shares of common stock to employees and directors under our Incentive Plan each year. The issuance of any additional shares of our common stock or preferred stock or securities convertible into, exchangeable for or that represent the right to receive common stock or the exercise of such securities could be substantially dilutive to shareholders of our common stock. Holders of our common stock have no preemptive rights that entitle such holders to purchase their pro rata share of any offering of shares of any class or series. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future offerings reducing the market price of our common stock and diluting their stock holdings in us.

Offerings of debt, which would be senior to our common stock upon liquidation, and/or preferred equity securities which may be senior to our common stock for purposes of dividend distributions or upon liquidation, may adversely affect the market price of our common stock.

We may from time to time issue debt securities, borrow money through other means, or issue preferred stock. On August 25, 2010, the Company completed a public offering of $75 million in principal Senior Notes due in 2015. In 2011, we issued preferred stock to the federal government under the SBLF program, and from time to time we have borrowed money from the FRB, the FHLB, other financial institutions and other lenders. All of these securities or borrowings have priority over the common stock in a liquidation, which could affect the market price of our stock. The SBLF preferred stock also may restrict our ability to pay dividends on our common stock under certain circumstances.

Our Board of Directors is authorized to issue one or more classes or series of preferred stock from time to time without any action on the part of the stockholders. Our Board of Directors also has the power, without stockholder approval, to set the terms of any such classes or series of preferred stock that may be issued, including voting rights, dividend rights, and preferences over our common stock with respect to dividends or upon our dissolution, winding-up and liquidation and other terms. If we issue preferred stock in the future that has a preference over our common stock with respect to the payment of dividends or upon our liquidation, dissolution, or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our common stock, the rights of holders of our common stock or the market price of our common stock could be adversely affected.

Anti-takeover provisions could negatively impact our stockholders.

Provisions of Nevada law and provisions of our Amended and Restated Articles of Incorporation, as amended, and our Amended and Restated By-Laws, as amended, could make it more difficult for a third party to acquire control of us or have the effect of discouraging a third party from attempting to acquire control of us. Additionally, our Amended and Restated Articles of Incorporation, as amended, authorize our Board of Directors to issue additional series of preferred stock and such preferred stock could be issued as a defensive measure in response to a takeover proposal. These provisions could make it more difficult for a third party to acquire us even if an acquisition might be in the best interest of our stockholders.

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Item 1B.	Unresolved Staff Comments

None.


Item 2.	Properties

At December 31, 2013, the Company and WAB Consolidated are headquartered at One E. Washington Street in Phoenix, Arizona. In addition, the Company owns and occupies a 36,000 square foot operations facility in Las Vegas, Nevada, has 5 executive and administrative facilities, three of which are owned and are located in Las Vegas, Nevada; San Diego, California; Oakland, California; Phoenix, Arizona and Reno, Nevada.

At December 31, 2013, the Company operated 39 domestic branch locations, of which 18 are owned and 21 are leased. See "Item 1. Business” for location cities. For information regarding rental payments, see "Note 5. Premises and Equipment" of the Consolidated Financial Statements included in this Form 10-K.

The Company continually evaluates the suitability and adequacy of its offices. Management believes that the existing facilities are adequate for present and anticipated future use.


Item 3.	Legal Proceedings

There are no material pending legal proceedings to which the Company is a party or to which any of our properties are subject. There are no material proceedings known to us to be contemplated by any governmental authority. See the “Supervision and Regulation” section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K for additional information. From time to time, we are involved in a variety of litigation matters in the ordinary course of our business and anticipate that we will become involved in new litigation matters in the future.

As previously disclosed, since 2009, BON, had been operating under informal supervisory oversight by banking regulators in the form of a MOU, which required enhanced management of such matters as asset quality, credit administration and repossessed property, and a number of other items. The MOU was terminated, effective as of July 9, 2013.


Item 4.	Mine Safety Disclosures

Not applicable.

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PART II


Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

The Company’s common stock began trading on the New York Stock Exchange under the symbol “WAL” on June 30, 2005. The Company has filed, without qualifications, its 2013 Domestic Company Section 303A CEO Certification regarding its compliance with the NYSE’s corporate governance listing standards. The following table presents the high and low sales prices of the Company’s common stock for each quarterly period for the last two years as reported by The NASDAQ Global Select Market:



	2013 Quarters								2012 Quarters
	Fourth		Third		Second		First		Fourth		Third		Second		First
Range of stock prices:
High	$	24.74	$	19.01	$	16.26	$	14.51	$	10.99	$	10.43	$	9.40	$	9.20
Low	18.64		15.95		13.32		10.77		9.28		8.82		8.00		6.32

Holders

At December 31, 2013, there were approximately 1,331 stockholders of record. This number does not include stockholders who hold shares in the name of brokerage firms or other financial institutions. The Company is not provided the exact number of or identities of these stockholders. There are no other classes of common equity outstanding.

Dividends

WAL is a legal entity separate and distinct from WAB Consolidated and the non-bank subsidiaries. As a holding company with limited significant assets other than the capital stock of our subsidiaries, WAL's ability to pay dividends depends primarily upon the receipt of dividends or other capital distributions from our subsidiaries. Our subsidiaries’ ability to pay dividends to WAL is subject to, among other things, their individual earnings, financial condition and need for funds, as well as federal and state governmental policies and regulations applicable to WAL and each of those subsidiaries, which limit the amount that may be paid as dividends without prior approval. See the additional discussion in the “Supervision and Regulation” section of this report for information regarding restrictions on the ability to pay cash dividends. In addition, the terms and conditions of other securities we issue may restrict our ability to pay dividends to holders of our common stock. For example, if any required payments on outstanding trust preferred securities or our SBLF preferred stock are not made, WAL would be prohibited from paying cash dividends on our common stock. WAL has never paid a cash dividend on its common stock and does not anticipate paying any cash dividends in the foreseeable future.

Sale of Unregistered Securities

None.

Share Repurchases

There were no shares repurchased during 2013 or 2012.

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Performance Graph

The following graph summarizes a five year comparison of the cumulative total returns for the Company’s common stock, the Standard & Poor’s 500 stock index and the KBW Regional Banking Total Return Index, each of which assumes an initial value of $100.00 on December 31, 2008 and reinvestment of dividends.


Item 6.	Selected Financial Data

The following selected financial data have been derived from the Company’s consolidated financial condition and results of operations, as of and for the years ended December 31, 2013, 2012, 2011, 2010, and 2009, and should be read in conjunction with the consolidated financial statements and the related notes included elsewhere in this report:



	Year Ended December 31,
	2013			2012			2011			2010			2009
	(in thousands, except per share data)
Results of Operations:
Interest income	$	362,655		$	318,295		$	296,591		$	281,813		$	276,023
Interest expense	29,760			28,032			38,923			49,260			73,734
Net interest income	332,895			290,263			257,668			232,553			202,289
Provision for credit losses	13,220			46,844			46,188			93,211			149,099
Net interest income after provision for credit losses	319,675			243,419			211,480			139,342			53,190
Non-interest income	17,229			44,726			34,457			46,836			4,435
Non-interest expense	196,266			188,860			195,598			196,758			242,977
Income (loss) from continuing operations before taxes	140,638			99,285			50,339			(10,580		)	(185,352		)
Income tax provision (benefit)	25,254			23,961			16,849			(6,410		)	(38,453		)
Income (loss) from continuing operations	115,384			75,324			33,490			(4,170		)	(146,899		)
Loss from discontinued operations, net of tax benefit	(861		)	(2,490		)	(1,996		)	(3,025		)	(4,507		)
Net income (loss)	$	114,523		$	72,834		$	31,494		$	(7,195	)	$	(151,406	)

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	Year Ended December 31,
	2013			2012			2011			2010			2009
	(in thousands, except per share data)
Per Share Data:
Earnings (loss) per share applicable to common shareholders--basic	$	1.32		$	0.84		$	0.19		$	(0.23	)	$	(2.74	)
Earnings (loss) per share applicable to common shareholders--diluted	1.31			0.83			0.19			(0.23		)	(2.74		)
Earnings (loss) per share from continuing operations--basic	1.33			0.87			0.21			(0.19		)	(2.66		)
Earnings (loss) per share from continuing operations--diluted	1.32			0.86			0.21			(0.19		)	(2.66		)
Book value per common share	8.19			7.15			6.02			5.77			6.18
Shares outstanding at period end	87,186			86,465			82,362			81,669			72,504
Weighted average shares outstanding--basic	85,682			82,285			80,909			75,083			58,836
Weighted average shares outstanding--diluted	86,541			82,912			81,183			75,083			58,836
Selected Balance Sheet Data:
Cash and cash equivalents	$	305,514		$	204,625		$	154,995		$	216,746		$	396,830
Investments and other	1,659,370			1,236,648			1,490,501			1,273,098			864,779
Loans, net of deferred loan fees and costs	6,801,415			5,709,318			4,780,069			4,240,542			4,079,638
Allowance for credit losses	100,050			95,427			99,170			110,699			108,623
Assets	9,307,095			7,622,637			6,844,541			6,193,883			5,753,279
Deposits	7,838,205			6,455,177			5,658,512			5,338,441			4,722,102
Other borrowings	341,096			193,717			353,321			75,000			—
Junior subordinated debt	41,858			36,218			36,985			43,034			102,438
Stockholders' equity	855,251			759,616			636,683			602,174			575,725
Selected Other Balance Sheet Data:
Average assets	$	8,500,324		$	7,193,425		$	6,486,396		$	6,030,609		$	5,575,025
Average earning assets	7,887,584			6,685,107			5,964,056			5,526,521			5,125,574
Average stockholders' equity	798,497			691,004			631,361			601,412			586,171
Selected Financial and Liquidity Ratios:
Return on average assets	1.35		%	1.01		%	0.49		%	(0.12		)%	(2.72		)%
Return on average stockholders' equity	14.34			10.54			4.99			(1.20		)	(25.83		)
Net interest margin	4.39			4.49			4.37			4.23			3.97
Loan to deposit ratio	86.77			88.45			84.48			79.43			86.39
Capital Ratios:
Leverage ratio	9.8		%	10.1		%	9.8		%	9.5		%	9.5		%
Tier 1 risk-based capital ratio	11.1			11.3			11.3			12.0			11.8
Total risk-based capital ratio	12.4			12.6			12.6			13.2			14.4
Average equity to average assets	9.4			9.6			9.7			10.0			10.5
Selected Asset Quality Ratios:
Nonaccrual loans to gross loans	1.11		%	1.83		%	1.89		%	2.76		%	3.77		%
Nonaccrual loans and repossessed assets to total assets	1.53			2.39			2.62			3.63			4.12
Loans past due 90 days or more and still accruing to total loans	0.02			0.02			0.05			0.03			0.14
Allowance for credit losses to total loans	1.47			1.67			2.07			2.61			2.66
Allowance for credit losses to nonaccrual loans	132.20			91.13			109.71			94.62			70.67
Net charge-offs to average loans	0.14			0.99			1.32			2.22			2.86

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Item 7.	Management's Discussions and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with “Item 8. Financial Statements and Supplementary Data.” This discussion and analysis contains forward-looking statements that involve risk, uncertainties and assumptions. Certain risks, uncertainties and other factors, including, but not limited to, those set forth under “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this Form 10-K, may cause actual results to differ materially from those projected in the forward-looking statements.

Financial Overview and Highlights

WAL is a bank holding company headquartered in Phoenix, Arizona that provides comprehensive business banking and related financial services through its wholly-owned banking subsidiary, WAB Consolidated, headquartered in Phoenix, Arizona. Prior to December 31, 2013, the Company operated through its three wholly-owned subsidiary banks: BON in Southern Nevada, WAB in Arizona and Northern Nevada, and TPB in California. On December 31, 2013, the Company merged TPB and BON into WAB, forming a single bank (WAB Consolidated), headquartered in Phoenix, Arizona.

Financial Result Highlights of 2013

Net income available to common stockholders for the Company of $113.1 million, or $1.31 per diluted share for 2013, compared to $69.0 million, or $0.83 per diluted share for 2012.

The significant factors impacting earnings of the Company during 2013 were:


•	The acquisition of Centennial completed on April 30, 2013, which resulted in recognition of a bargain purchase gain of $10.0 million.


•	All bank operating segments increased net income in 2013 over 2012. WAB reported net income of $51.4 million for 2013 compared to $36.8 million for 2012. BON reported net income of $52.7 million compared to $18.1 million in 2012. TPB (which excludes the discontinued operations of PartnersFirst), reported net income of $22.8 million for 2013 compared to $22.7 million for 2012.


•	Pre-tax, pre-provision operating earnings (see Non-GAAP Financial Measures beginning on page 35) increased $27.2 million to $161.2 million compared to $134.0 million for 2012.


•	The Company experienced loan growth of $1.09 billion to $6.80 billion at December 31, 2013 from $5.71 billion at December 31, 2012.


•	During 2013, the Company increased deposits by $1.38 billion to $7.84 billion at December 31, 2013 from $6.46 billion at December 31, 2012.


•	Other assets acquired through foreclosure declined by $10.5 million to $66.7 million at December 31, 2013 from $77.2 million at December 31, 2012.


•	Provision for credit losses for 2013 decreased by $33.6 million to $13.2 million compared to $46.8 million for 2012 as net charge-offs also declined by $42.0 million to $8.6 million in 2013 compared to $50.6 million in 2012.


•	Key asset quality ratios improved for 2013 compared to 2012. Nonaccrual loans and repossessed assets to total assets improved to 1.53% from 2.39% in 2012 and nonaccrual loans to gross loans improved to 1.11% at the end of 2013 compared to 1.83% at the end of 2012.

The impact to the Company from these items, and others of both a positive and negative nature, are discussed in more detail below as they pertain to the Company’s overall comparative performance for the year ended December 31, 2013.

Acquisitions

On April 30, 2013, the Company completed its acquisition of Centennial. Under the terms of the acquisition, the Company paid $57.5 million in cash for all equity interests in Centennial. The Company merged Centennial into WAB effective April 30, 2013, creating combined assets for the resulting bank of $3.16 billion and deposits of $2.76 billion. The merger was undertaken, in part, because the purchase price of Centennial was at a discount to its tangible book value and was accretive to capital at close of the transaction.

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Centennial’s results of operations are included in the Company’s results beginning April 30, 2013. Merger / restructure expenses related to the Centennial acquisition of $2.7 million for the year ended December 31, 2013 have been included in non-interest expense, of which $1.0 million are acquisition related costs as defined by ASC 805, Business Combinations. The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805. Assets purchased and liabilities assumed were all recorded at their respective acquisition date fair values. A bargain purchase gain of $10.0 million resulted from the acquisition and is included as a component of non-interest income in the Consolidated Income Statement. The amount of gain is equal to the amount by which the estimated fair value of net assets purchased exceeded the consideration paid. Pursuant to the terms of the transaction, $12.7 million in loan receivables were not acquired by the Company.

The recognized amounts of identifiable assets acquired and liabilities assumed are as follows:



	April 30, 2013
	(in thousands)
Assets:
Cash and cash equivalents (1)	$	70,349
Federal funds sold (1)	8,355
Investment securities - available-for-sale	26,014
Loans	351,474
Deferred tax assets, net	21,666
Premises and equipment	44
Other assets acquired through foreclosure	5,622
Other assets	6,007
Total assets	489,531
Liabilities:
Deposits	338,811
FHLB advances	79,943
Other liabilities	3,233
Total liabilities	421,987
Net assets acquired	67,544
Consideration paid	57,500
Bargain purchase gain	$	10,044
(1) Cash acquired, less cash consideration paid of $57.5 million, resulted in net cash and cash equivalents increasing by $21.2 million following the acquisition.

The fair value of net assets acquired includes fair value adjustments to certain receivables that were not considered impaired as of the acquisition date. The fair value adjustments were determined using discounted contractual cash flows. However, the Company believes that all contractual cash flows related to these financial instruments will be collected. As such, these receivables were not considered impaired at the acquisition date and were not subject to the guidance relating to acquired loans which have shown evidence of credit deterioration since origination.

The fair values of assets acquired and liabilities assumed are subject to adjustment during the first twelve months after the acquisition date if additional information becomes available to indicate a more accurate or appropriate value for an asset or liability. With the exception of the deferred tax asset, the above stated acquisition date fair values of assets and liabilities are considered to be final.

On October 17, 2012, the Company acquired Western Liberty, including its two wholly-owned subsidiaries, Service 1st Bank of Nevada and LVSP. The Company subsequently merged Service 1st Bank of Nevada into its wholly-owned subsidiary, BON, on October 19, 2012. LVSP remains a wholly-owned subsidiary of WAL.

Under the terms of the Western Liberty merger, the Company exchanged either $4.02 of cash for each Western Liberty share or 0.4341 shares of the Company’s common stock for each Western Liberty share, which resulted in the payment of a total of $27.5 million and 2,966,236 shares of the Company’s common stock.

The merger was undertaken because the purchase price of Western Liberty was at a significant discount to its tangible book value and was accretive to capital at close. The combined bank had approximately $3.09 billion of assets and $2.55 billion of deposits immediately following the merger, operating as BON. Western Liberty’s results of operations have been included in

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the Company’s results beginning October 18, 2012. Acquisition related expenses of $0.4 million and $0.7 million for the years ended December 31, 2013 and 2012, respectively, have been included in non-interest expense. The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805. The purchased assets and assumed liabilities were recorded at their respective acquisition date fair values, and identifiable intangible assets were recorded at fair value. There were no measurement period adjustments made to the acquisition date fair values of acquired assets or assumed liabilities from Western Liberty. Accordingly, these acquisition date fair values are final.

A bargain purchase gain of $17.6 million resulted from the acquisition and is included as a component of non-interest income in the Consolidated Income Statement. The amount of gain is equal to the amount by which the fair value of net assets purchased exceeded the consideration paid. The statement of net assets acquired and the resulting bargain purchase gain are presented in the following table:



	October 17, 2012
	(in thousands)
Assets:
Cash and cash equivalents (1)	$	76,692
Certificates of deposit (1)	1,988
Investment securities	446
Loans	90,747
Federal Home Loan bank stock	493
Deferred tax assets, net	17,446
Premises and equipment	19
Other assets acquired through foreclosure	5,094
Identified intangible assets	1,578
Other assets	949
Total assets	195,452
Liabilities:
Deposits	117,191
Other liabilities	1,252
Total liabilities	118,443
Net assets acquired	77,009
Consideration paid	59,447
Bargain purchase gain	$	17,562
(1) Cash acquired, less cash consideration paid of $27.5 million, resulted in net cash and cash equivalents increasing by $51.2 million following the acquisition.

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Results of Operations and Financial Conditions

A summary of our results of operations and financial condition and select metrics is included in the following table:



	Year Ended December 31,
	2013			2012			2011
	(in thousands, except per share amounts)
Net income available to common stockholders	$	113,113		$	69,041		$	15,288
Earnings per share applicable to common shareholders--basic	1.32			0.84			0.19
Earnings per share applicable to common shareholders--diluted	1.31			0.83			0.19
Total assets	$	9,307,095		$	7,622,637		$	6,844,541
Loans, net of deferred loan fees and costs	6,801,415			5,709,318			4,780,069
Total deposits	7,838,205			6,455,177			5,658,512
Net interest margin	4.39		%	4.49		%	4.37		%
Return on average assets	1.35			1.01			0.49
Return on average stockholders' equity	14.34			10.54			4.99

As a bank holding company, management focuses on key ratios in evaluating the Company’s financial condition and results of operations.

Asset Quality

For all banks and bank holding companies, asset quality plays a significant role in the overall financial condition of the institution and results of operations. The Company measures asset quality in terms of nonaccrual loans as a percentage of gross loans and net charge-offs as a percentage of average loans. Net charge-offs are calculated as the difference between charged-off loans and recovery payments received on previously charged-off loans. The following table summarizes asset quality metrics:



	Year Ended December 31,
	2013			2012			2011
	(in thousands)
Non-accrual loans	$	75,680		$	104,716		$	90,392
Non-performing assets	233,509			267,960			294,568
Non-accrual loans to gross loans	1.11		%	1.83		%	1.89		%
Net charge-offs to average loans	0.14			0.99			1.32

Asset and Deposit Growth

The Company’s assets and liabilities are comprised primarily of loans and deposits; therefore, the ability to originate new loans and attract new deposits is fundamental to the Company’s growth. Total assets increased to $9.31 billion at December 31, 2013 from $7.62 billion at December 31, 2012. Total loans, net of deferred fees and costs, increased by $1.09 billion, or 19.1%, to $6.80 billion as of December 31, 2013, compared to $5.71 billion as of December 31, 2012. Total deposits increased $1.38 billion, or 21.4%, to $7.84 billion as of December 31, 2013 from $6.46 billion as of December 31, 2012.

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RESULTS OF OPERATIONS

The following table sets forth a summary financial overview for the comparable years:



	Year Ended December 31,						Increase			Year Ended December 31,						Increase
	2013			2012			(Decrease)			2012			2011			(Decrease)
	(in thousands, except per share amounts)
Consolidated Income Statement Data:
Interest income	$	362,655		$	318,295		$	44,360		$	318,295		$	296,591		$	21,704
Interest expense	29,760			28,032			1,728			28,032			38,923			(10,891		)
Net interest income	332,895			290,263			42,632			290,263			257,668			32,595
Provision for credit losses	13,220			46,844			(33,624		)	46,844			46,188			656
Net interest income after provision for credit losses	319,675			243,419			76,256			243,419			211,480			31,939
Non-interest income	17,229			44,726			(27,497		)	44,726			34,457			10,269
Non-interest expense	196,266			188,860			7,406			188,860			195,598			(6,738		)
Net income from continuing operations before income taxes	140,638			99,285			41,353			99,285			50,339			48,946
Income tax provision	25,254			23,961			1,293			23,961			16,849			7,112
Income from continuing operations	115,384			75,324			40,060			75,324			33,490			41,834
Loss from discontinued operations, net of tax benefit	(861		)	(2,490		)	1,629			(2,490		)	(1,996		)	(494		)
Net income	$	114,523		$	72,834		$	41,689		$	72,834		$	31,494		$	41,340
Net income available to common stockholders	$	113,113		$	69,041		$	44,072		$	69,041		$	15,288		$	53,753
Earnings per share applicable to common shareholders—basic	$	1.32		$	0.84		$	0.48		$	0.84		$	0.19		$	0.65
Earnings per share applicable to common shareholders—diluted	$	1.31		$	0.83		$	0.48		$	0.83		$	0.19		$	0.64

Non-GAAP Financial Measures

The following discussion and analysis contains financial information determined by methods other than those prescribed by GAAP. The Company's management uses these non-GAAP financial measures in their analysis of the Company's performance. These measurements typically adjust GAAP performance measures to exclude the effects unrealized gains (losses) on assets/liabilities measured at fair value as well as adjust income available to common shareholders for certain significant activities or transactions that, in management's opinion, do not reflect recurring period-to-period comparisons of the Company's performance. Since the presentation of these GAAP performance measures and their impact differ between companies, management believes presentation of these non-GAAP financial measures provide useful supplemental information that is essential to a complete understanding of the operating results of the Company's core businesses. These non-GAAP disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

Pre-Tax, Pre-Provision Operating Earnings

Pre-tax, pre-provision operating earnings adjusts the level of earnings to exclude the impact of income taxes, provision for credit losses and non-recurring or other items not considered part of the Company's core operations. Management believes that eliminating the effects of these items makes it easier to analyze underlying performance trends and enables investors to assess the Company's ability to generate capital to cover credit losses.

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The following table shows the components of pre-tax, pre-provision operating earnings for the years ended December 31, 2013 and 2012:



	Year Ended December 31,
	2013			2012
	(in thousands)
Total non-interest income	$	17,229		$	44,726
Less:
Unrealized (losses) gains on assets/liabilities measured at fair value, net	(6,483		)	653
Gain on sale of subsidiary/non-controlling interest	—			892
Loss on extinguishment of debt	(1,387		)	—
Bargain purchase gain from acquisitions	10,044			17,562
Legal settlements	38			879
Mutual fund gains	—			483
Amortization of affordable housing investments	(5,018		)	(1,779		)
(Losses) gains on sales of investment securities, net	(1,195		)	3,949
Total operating non-interest income	21,230			22,087
Add: Net interest income	332,895			290,263
Net operating revenue	$	354,125		$	312,350
Total non-interest expense	$	196,266		$	188,860
Less:
Net (gain) loss on sales and valuations of repossessed assets	(2,387		)	4,207
Merger / restructure expense	5,752			2,819
Goodwill and other intangibles impairment	—			3,435
Total operating non-interest expense	$	192,901		$	178,399
Pre-tax, pre-provision operating earnings	$	161,224		$	133,951

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Tangible Common Equity

The following table presents financial measures related to tangible common equity. Tangible common equity represents total stockholders' equity less identifiable intangible assets and goodwill and preferred stock. Management believes that tangible common equity financial measures are useful in evaluating the Company's capital strength and ability to manage potential losses.



	December 31,
	2013			2012
	(dollars and shares in thousands)
Total stockholders' equity	$	855,251		$	759,616
Less:
Goodwill and intangible assets	27,374			29,763
Total tangible stockholders' equity	827,876			729,853
Less:
Preferred stock	141,000			141,000
Total tangible common equity	686,876			588,853
Add:
Deferred tax - attributed to intangible assets	1,452			2,289
Total tangible common equity, net of tax	$	688,328		$	591,142
Total assets	$	9,307,095		$	7,622,637
Less:
Goodwill and intangible assets	27,374			29,763
Tangible assets	9,279,721			7,592,874
Add:
Deferred tax - attributed to intangible assets	1,452			2,289
Total tangible assets, net of tax	$	9,281,173		$	7,595,163
Tangible equity ratio	8.9		%	9.6		%
Tangible common equity ratio	7.4			7.8
Return on tangible common equity	16.7			12.4
Common shares outstanding	87,186			86,465
Tangible book value per share, net of tax	$	7.89		$	6.84

Efficiency Ratio

The following table shows the components used in the calculation of the efficiency ratio, which management uses as a metric for assessing cost efficiency:



	Year Ended December 31,
	2013			2012
	(dollars and shares in thousands)
Total operating non-interest expense	$	192,901		$	178,399
Divided by:
Total net interest income	$	332,895		$	290,263
Add:
Tax equivalent interest adjustment	13,312			9,738
Operating non-interest income	21,230			22,087
Net operating revenue - tax equivalent basis	367,340			322,088
Efficiency ratio - tax equivalent basis	52.5		%	55.4		%

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Tier 1 Common Equity

The following tables present certain financial measures related to Tier 1 common equity, which is a component of Tier 1 risk-based capital. The FRB and other banking regulators have used Tier 1 common equity as a basis for assessing a bank's capital adequacy; therefore, management believes it is useful to assess capital adequacy using this same basis.



	December 31,
	2013			2012
	(dollars and shares in thousands)
Stockholders' equity	$	855,251		$	759,616
Less:
Accumulated other comprehensive (loss) income	(21,546		)	8,226
Non-qualifying goodwill and intangibles	25,991			27,520
Other non-qualifying assets	—			2
Disallowed unrealized losses on equity securities	8,059			—
Add:
Qualifying trust preferred securities	48,485			44,819
Tier 1 capital (regulatory)	891,232			768,687
Less:
Qualifying trust preferred securities	48,485			44,819
Preferred stock	141,000			141,000
Tier 1 common equity	$	701,746		$	582,851
Divided by:
Risk-weighted assets (regulatory)	$	8,016,500		$	6,797,170
Tier 1 common equity ratio	8.8		%	8.6		%



	December 31,
	2013			2012
	(dollars in thousands)
Classified assets	$	270,375		$	294,519
Divide:
Tier 1 capital (regulatory)	891,232			768,670
Plus: Allowance for credit losses	100,050			95,427
Total Tier 1 capital plus allowance for credit losses	$	991,282		$	864,097
Classified assets to Tier 1 capital plus allowance	27		%	34		%

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Net Interest Margin

The net interest margin is reported on a TEB. A tax equivalent adjustment is added to reflect interest earned on certain municipal securities and loans that are exempt from Federal income tax. The following tables set forth the average balances and interest income on a fully tax equivalent basis and interest expense for the years indicated:



	Year Ended December 31,
	2013							2012
	Average Balance			Interest		Average Yield/ Cost		Average Balance			Interest		Average Yield/ Cost
	(dollars in thousands)
Interest earning assets
Loans (1) (2) (3)	$	6,136,217		$	326,714	5.43	%	$	5,110,247		$	280,985	5.55	%
Securities:
Taxable	1,060,144			24,369		2.30		1,092,007			23,518		2.15
Tax-exempt (1)	281,815			10,034		5.95		293,339			13,284		6.97
Total securities	1,341,959			34,403		3.07		1,385,346			36,802		3.17
Federal funds sold & other	409,408			1,538		0.38		189,514			508		0.27
Total interest earnings assets	7,887,584			362,655		4.77		6,685,107			318,295		4.91
Non-interest earning assets
Cash and due from banks	128,481							116,948
Allowance for credit losses	(97,537		)					(98,878		)
Bank owned life insurance	139,754							135,969
Other assets	442,042							354,279
Total assets	$	8,500,324						$	7,193,425
Interest-bearing liabilities
Interest-bearing deposits:
Interest bearing transaction accounts	$	640,062		$	1,334	0.21	%	$	515,322		$	1,220	0.24	%
Savings and money market	2,936,122			8,553		0.29		2,371,473			8,088		0.34
Time certificates of deposits	1,488,017			6,448		0.43		1,359,538			7,486		0.55
Total interest-bearing deposits	5,064,201			16,335		0.32		4,246,333			16,794		0.40
Short-term borrowings	202,755			1,279		0.63		295,273			1,365		0.46
Long-term debt	323,119			10,323		3.19		73,738			7,945		10.77
Junior subordinated debt	38,099			1,823		4.78		36,784			1,928		5.24
Total interest-bearing liabilities	5,628,174			29,760		0.53		4,652,128			28,032		0.60
Non-interest-bearing liabilities
Non-interest-bearing demand deposits	1,954,248							1,788,267
Other liabilities