Western Alliance Bancorporation - 10-Q quarterly report FY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


þ		Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended March 31, 2008 or


o		Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition period from to

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 I.D. Number)
2700 W. Sahara Avenue, Las Vegas, NV		89102
(Address of Principal Executive Offices)		(Zip Code)

(702) 248-4200
(Registrant’s telephone number, including area code)

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 þ No o

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. (Check one):


Large accelerated filer o		Accelerated filer þ		Non-accelerated filero(Do not check if a smaller reporting company)		Smaller reporting company o

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock Issued and Outstanding: 30,255,760 shares as of April 30, 2008.

Table of Contents


Index	Page
Part I. Financial Information
Item 1 — Financial Statements Consolidated Balance Sheets as of March 31, 2008 and December 31, 2007		3
Consolidated Statements of Income for the Three Months Ended March 31, 2008 and 2007		4
Consolidated Statement of Stockholders’ Equity for the Three Months Ended March 31, 2008		5
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2008 and 2007		6
Notes to Unaudited Consolidated Financial Statements		7
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3 — Quantitative and Qualitative Disclosures about Market Risk		34
Item 4 — Controls and Procedures		34

Part II. Other Information
Item 1 — Legal Proceedings		35
Item 1A — Risk Factors		35
Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds		35
Item 3 — Defaults Upon Senior Securities		35
Item 4 — Submission of Matters to a Vote of Security Holders		35
Item 5 — Other Information		35
Item 6 — Exhibits		36

Signatures		37
Exhibit Index		38
EX-31.1
EX-31.2
EX-32

2

Part I. Financial Information

ITEM I. FINANCIAL STATEMENTS

Western Alliance Bancorporation and Subsidiaries

Consolidated Balance Sheets

March 31, 2008 and December 31, 2007
(Unaudited)


	March 31,			December 31,
($ in thousands, except per share amounts)	2008			2007

Assets
Cash and due from banks	$	132,894		$	104,650
Federal funds sold and other		58,967			10,979

Cash and cash equivalents		191,861			115,629

Securities held to maturity (approximate fair value $8,972 and $9,530, respectively)		8,790			9,406
Securities available for sale		477,095			486,354
Securities measured at fair value		245,238			240,440

Gross loans, including net deferred loan fees		3,722,632			3,633,009
Less: Allowance for loan losses		(50,839	)		(49,305	)

Loans, net		3,671,793			3,583,704


Premises and equipment, net		143,923			143,421
Other real estate owned		6,901			3,412
Bank owned life insurance		88,861			88,061
Investment in restricted stock, at cost		46,351			27,003
Accrued interest receivable		20,636			22,344
Deferred tax assets, net		35,346			25,900
Goodwill		217,810			217,810
Other intangible assets, net of accumulated amortization of $4,507 and $3,693, respectively		23,556			24,370
Other assets		19,142			28,242

Total assets	$	5,197,303		$	5,016,096


Liabilities and Stockholders’ Equity
Liabilities
Non-interest bearing demand deposits	$	1,032,229		$	1,007,642
Interest bearing deposits:
Demand		276,492			264,586
Savings and money market		1,538,319			1,558,867
Time, $100 and over		623,767			649,351
Other time		159,457			66,476

		3,630,264			3,546,922
Customer repurchase agreements		224,630			275,016
Federal Home Loan Bank advances and other borrowings
One year or less		645,380			489,330
Over one year ($31,458 and $30,768 measured at fair value, respectively)		51,029			55,369
Junior subordinated debt, measured at fair value		56,022			62,240
Subordinated debt		60,000			60,000
Accrued interest payable and other liabilities		36,018			25,701

Total liabilities		4,703,343			4,514,578


Commitments and Contingencies (Note 7)

Stockholders’ Equity
Preferred stock, par value $.0001; shares authorized 20,000,000; no shares issued and outstanding 2008 and 2007		—			—
Common stock, par value $.0001; shares authorized 100,000,000; shares issued and outstanding 2008: 30,229,840; 2007: 30,157,079		3			3
Additional paid-in capital		380,413			377,973
Retained earnings		156,259			152,286
Accumulated other comprehensive loss — net unrealized loss on available for sale securities		(42,715	)		(28,744	)

Total stockholders’ equity		493,960			501,518

Total liabilities and stockholders’ equity	$	5,197,303		$	5,016,096

See Notes to Unaudited Consolidated Financial Statements.

3

Western Alliance Bancorporation and Subsidiaries

Consolidated Statements of Income

Three Months Ended March 31, 2008 and 2007
(Unaudited)


($ in thousands, except per share amounts)	2008			2007

Interest income on:
Loans, including fees	$	65,704		$	59,020
Securities — taxable		9,570			6,895
Securities — nontaxable		357			58
Dividends — taxable		627			420
Dividends — nontaxable		419			387
Federal funds sold and other		115			533

Total interest income		76,792			67,313

Interest expense on:
Deposits		19,514			21,873
Short-term borrowings		7,580			2,389
Long-term borrowings		715			516
Junior subordinated debt and subordinated debt		2,121			1,679

Total interest expense		29,930			26,457

Net interest income		46,862			40,856
Provision for loan losses		8,059			441

Net interest income after provision for loan losses		38,803			40,415

Non-interest income:
Trust and investment advisory services		2,796			2,105
Service charges		1,427			1,069
Income from bank owned life insurance		800			928
Other		3,395			1,488

Non-interest income, excluding securities and fair value gains (losses)		8,418			5,590

Investment securities gains, net		161			284
Derivative gains		43			—
Securities impairment charges		(5,280	)		—
Unrealized gain (loss) on assets and liabilities measured at fair value, net		1,381			(13	)

Non-interest income		4,723			5,861

Other expense:
Salaries and employee benefits		21,934			17,033
Occupancy		5,028			4,239
Advertising and other business development		2,100			1,462
Customer service		1,200			1,323
Insurance		972			298
Legal, professional and director fees		931			1,044
Intangible amortization		789			257
Data processing		769			435
Audits and exams		648			531
Telephone		401			340
Supplies		371			509
Travel and automobile		338			287
Correspondent and wire transfer costs		301			418
Other		2,156			745

		37,938			28,921


Income before income taxes		5,588			17,355

Minority interest		65			—
Income tax expense		1,381			5,952


Net income	$	4,142		$	11,403

Earnings per share:
Basic	$	0.14		$	0.42

Diluted	$	0.14		$	0.39

See Notes to Unaudited Consolidated Financial Statements.

4

Western Alliance Bancorporation and Subsidiaries

Consolidated Statement of Stockholders’ Equity
Three Months Ended March 31, 2008 (Unaudited)
($ in thousands, except per share amounts)


															Accumulated
									Additional						Other
	Comprehensive			Common Stock					Paid-in			Retained			Comprehensive
Description	Income (loss)			Shares Issued			Amount		Capital			Earnings			(Loss)			Total
Balance, December 31, 2007					30,157		$	3	$	377,973		$	152,286		$	(28,744	)	$	501,518

Stock options exercised					68			—		553			—			—			553
Stock-based compensation expense					25			—		2,243			—			—			2,243
Stock repurchases					(20	)		—		(356	)		—			—			(356	)
Cumulative effect adjustment related to adoption of EITF No. 06-4					—			—		—			(169	)		—			(169	)
Comprehensive income (loss):
Net income	$	4,142			—			—		—			4,142			—			4,142
Other comprehensive income (loss)
Unrealized holding losses on securities available for sale arising during the period, net of taxes of $10,048		(17,403	)
Less reclassification adjustment for impairment losses included in net income, net of taxes of $1,848		3,432

Net unrealized holding losses		(13,971	)		—			—		—			—			(13,971	)		(13,971	)

	$	(9,829	)




Balance, March 31, 2008					30,230		$	3	$	380,413		$	156,259		$	(42,715	)	$	493,960

See Notes to Unaudited Consolidated Financial Statements.

5

Western Alliance Bancorporation and Subsidiaries

Consolidated Statements of Cash Flows
Three Months Ended March 31, 2008 and 2007 (Unaudited)
($ in thousands)


	2008			2007

Cash Flows from Operating Activities:
Net income	$	4,142		$	11,403
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		8,059			441
Securities impairment charges		5,280			—
Change in fair value of assets and liabilities measured at fair value		(1,788	)		—
Decrease in other assets		7,976			6,545
Increase in other liabilities		7,872			47
Other, net		4,204			825

Net cash provided by operating activities		35,745			19,261

Cash Flows from Investing Activities:
Proceeds from maturities of securities		34,006			17,610
Purchases of securities		(82,434	)		(52,706	)
Proceeds from the sale of securities		22,011			8,764
Net cash received in settlement of acquisition		—			46,793
Net increase in loans made to customers		(96,148	)		(40,197	)
Purchase of premises and equipment		(2,893	)		(11,889	)
Proceeds from sale of premises and equipment		—			2,628
(Liquidations) purchases of restricted stock		(18,901	)		938

Net cash (used in) investing activities		(144,359	)		(28,059	)

Cash Flows from Financing Activities:
Net increase in deposits		84,016			46,460
Net proceeds from (repayments on) borrowings		100,633			(7,103	)
Proceeds from exercise of stock options and stock warrants		553			1,018
Stock repurchases		(356	)		—

Net cash provided by financing activities		184,846			40,375

Increase in cash and cash equivalents		76,232			31,577
Cash and Cash Equivalents, beginning of period		115,629			264,880

Cash and Cash Equivalents, end of period	$	191,861		$	296,457


Supplemental Disclosure of Cash Flow Information
Cash payments for interest	$	40,595		$	26,590
Cash payments for income taxes	$	—		$	—
Supplemental Disclosure of Noncash Investing and Financing Activities
Stock issued in connection with acquisition	$	—		$	91,304
Trading securities in the process of settlement	$	12,878		$	—
Transfers of loans to other real estate owned	$	6,901		$	—

See Notes to Unaudited Consolidated Financial Statements.

6

Note 1. Nature of Business and Summary of Significant Accounting Policies

(Dollars in thousands, except per share amounts)

Nature of business

Western Alliance Bancorporation is a bank holding company providing a full range of banking services to commercial and consumer clientele through its wholly owned subsidiaries: Bank of Nevada and First Independent Bank of Nevada, operating in Nevada; Alliance Bank of Arizona, operating in Arizona; Torrey Pines Bank and Alta Alliance Bank, operating in California; Miller/Russell & Associates, Inc., operating in Nevada, Arizona and Southern California; Premier Trust, Inc., operating in Nevada and Arizona and Shine Investment Advisory Services, Inc., operating in Colorado. These entities are collectively referred to herein as the Company. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America and general industry practices.

Use of estimates in the preparation of financial statements

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant changes in the near term relate to the determination of the allowance for loan losses; fair value of collateralized debt obligations (CDOs), synthetic CDOs and related embedded derivatives; classification of impaired securities as other than temporary; and impairment of goodwill and other intangible assets.

Principles of consolidation

With the exception of certain trust subsidiaries which do not meet the criteria for consolidation pursuant to Financial Accounting Standards Board (FASB) Interpretation No. 46 (FIN 46),Consolidation of Variable Interest Entities, the consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Bank of Nevada and its subsidiary BW Real Estate, Inc., Alliance Bank of Arizona, Torrey Pines Bank, Alta Alliance Bank, First Independent Bank of Nevada (collectively referred to herein as the Banks), Miller/Russell & Associates, Inc., Premier Trust, Inc., and Shine Investment Advisory Services, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

Interim financial information

The accompanying unaudited consolidated financial statements as of March 31, 2008 and 2007 have been prepared in condensed format, and therefore do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These statements have been prepared on a basis that is substantially consistent with the accounting principles applied to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2007.

The information furnished in these interim statements reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results for each respective period presented. Such adjustments are of a normal recurring nature. The results of operations in the interim statements are not necessarily indicative of the results that may be expected for any other quarter or for the full year. The interim financial information should be read in conjunction with the Company’s audited financial statements.

7

Repurchase program

For the quarter ended March 31, 2008, the Company repurchased 20,000 shares of common stock on the open market with a weighted average price of $17.75 per share. The Company has the remaining authority to repurchase shares with an aggregate purchase price of $30.6 million under a share repurchase program authorized by the Board of Directors through December 31, 2008. All repurchased shares are retired as soon as is practicable after settlement.

Recent Accounting Pronouncements

In September 2007, the FASB ratified the consensus of the Emerging Issues Task Force (EITF) Issue No. 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangement. EITF 06-4 applies to endorsement split dollar life insurance policies that provide a benefit to an employee that extends to postretirement periods and requires an employer to recognize a liability for future benefits over the service period based on the substantive agreement with the employee. EITF 06-4 is effective for fiscal years beginning after December 15, 2007, with early adoption permitted. The adoption of EITF 06-4 resulted in a cumulative effect adjustment of $0.2 million, effective January 1, 2008.

In December 2007, the FASB issued SFAS No. 141R, Business Combinations (SFAS 141R), and SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51(SFAS 160). These new standards significantly change the accounting for and reporting of business combination transactions and noncontrolling interests (previously referred to as minority interests) in consolidated financial statements. These Statements are effective for the Company beginning on January 1, 2009. The Company does not expect SFAS 141R and SFAS 160 to have a material impact on the financial statements. These standards will change the Company’s accounting treatment for business combinations on a prospective basis.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 amends and expands the disclosure requirements of FASB Statement No. 133, requiring enhanced disclosures about (a) how and why the Company uses derivative instruments, (b) how derivative instruments and related hedge items are accounted for under FASB Statement No. 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect the Company’s financial position, results of operations, and cash flows. SFAS 161 is effective January 1, 2009 on a prospective basis, with comparative disclosures of earlier periods encouraged upon initial adoption.

Derivative financial instruments

All derivatives are recognized on the balance sheet at their fair value, with changes in fair value reported in current-period earnings. These instruments consist primarily of interest rate swaps.

Note 2. Fair Value Accounting

For the three months ended March 31, 2008, gains and losses from fair value changes included in the Consolidated Statement of Income were as follows (in thousands):

8


	Changes in Fair Values for the Three-Month Period Ended March 31, 2008 for Items Measured at Fair Value Pursuant to Election of the Fair Value Option
								Total
	Unrealized							Changes in
	Gain (Loss) on					Interest		Fair Values
	Assets and					Expense on		Included in
	Liabilities			Interest		Junior		Current-
	Measured at			Income on		Subordinated		Period
Description	Fair Value, Net			Securities		Debt		Earnings
Securities measured at fair value	$	(4,077	)	$	337	$	—	$	(3,740	)
Junior subordinated debt		6,148			—		70	$	6,218
Fixed-rate term borrowings		(690	)		—		—		(690	)

	$	1,381		$	337	$	70	$	1,788

The difference between the aggregate fair value of $56.0 million and the aggregate unpaid principal balance of $66.5 million of junior subordinated debt was $10.5 million at March 31, 2008.

The difference between the aggregate fair value of $31.5 million and the aggregate unpaid principal balance of $30.0 million of fixed-rate term borrowings measured at fair value was $1.5 million at March 31, 2008.

Interest income on securities measured at fair value are accounted for similarly to those classified as available for sale and held to maturity. As of January 1, 2007, a discount or premium was calculated for each security based upon the difference between the par value and the fair value at that date. These premiums and discounts will generally be recognized in interest income over the term of the securities. For mortgage-backed securities, estimates of prepayments are considered in the constant yield calculations. Interest expense on junior subordinated debt is also determined under a constant yield calculation.

The Company measures certain assets and liabilities at fair value on a recurring basis, including securities available for sale, securities measured at market value and junior subordinated debt. The fair value of these assets and liabilities were determined using the following inputs at March 31, 2008 (in thousands):

9


			Fair Value Measurements at Reporting Date Using:
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
Description	March 31, 2008		(Level 1)		(Level 2)		(Level 3)
Assets:
Securities available for sale	$	477,095	$	61,198	$	323,278	$	92,619
Securities measured at fair value		245,238		—		245,238		—
Interest rate swaps		4,434		—		4,434		—

Total	$	726,767	$	61,198	$	572,950	$	92,619


Liabilities:
Fixed-rate term borrowings	$	31,458	$	—		31,458	$	—
Junior subordinated debt		56,022		—		—		56,022
Interest rate swaps		3,233		—		3,233		—

Total	$	90,713	$	—	$	34,691	$	56,022

Fair Value Measurements Using
Significant Unobservable Inputs
(Level 3)


	Securities Available			Securities Measured			Junior Subordinated
	For Sale			at Fair Value			Debt
Beginning balance January 1, 2008	$	115,921		$	2,787		$	(62,240	)
Total gains (losses) (realized/unrealized)
Included in earnings		(5,671	)		(2,787	)		6,218
Included in other comprehensive income		(17,631	)		—			—
Purchases, issuances, and settlements, net		—			—			—
Transfers in and/or out of Level 3		—			—			—

Ending balance March 31, 2008	$	92,619		$	—		$	(56,022	)


The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at the reporting date	$	(5,671	)	$	(2,787	)	$	6,218

Note 3. Earnings Per Share

Diluted earnings per share is based on the weighted average outstanding common shares during each period, including common stock equivalents. Basic earnings per share is based on the weighted average outstanding common shares during the period.

Basic and diluted earnings per share, based on the weighted average outstanding shares, are summarized as follows:

10


	Three Months Ended
	March 31,
	2008		2007
	(in thousands, except per share
	amounts)
Basic:

Net income applicable to common stock	$	4,142	$	11,403
Average common shares outstanding		29,544		26,950

Earnings per share	$	0.14	$	0.42


Diluted:
Net income applicable to common stock	$	4,142	$	11,403


Average common shares outstanding		29,544		26,950
Stock option adjustment		435		1,134
Restricted stock adjustment		—		104
Stock warrant adjustment		568		993

Average common equivalent shares outstanding		30,547		29,181

Earnings per share	$	0.14	$	0.39

As of March 31, 2008, approximately 978,000 stock options and 132,000 stock warrants were considered anti-dilutive and excluded for purposes of calculating diluted earnings per share because they were out of the money.

Note 4. Securities

Carrying amounts and fair values of investment securities at March 31, 2008 are summarized as follows (in thousands):

11


	March 31, 2008
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
Securities held to maturity	Cost		Gains		(Losses)			Value

Municipal obligations	$	7,290	$	182	$	—		$	7,472
Other		1,500		—		—			1,500

	$	8,790	$	182	$	—		$	8,972


Securities available for sale
U.S. Treasury securities	$	5,976	$	—	$	8		$	5,984
U.S. Government-sponsored agencies		7,975		15		(14	)		7,976
Municipal obligations		14,019		233		(36	)		14,216
Mortgage-backed securities		284,529		4,182		(1,063	)		287,648
Adjustable-rate preferred stock		57,486		—		(25,520	)		31,966
Debt obligations and structured securities		160,161		—		(44,292	)		115,869
Other		13,498		—		(62	)		13,436

	$	543,644	$	4,430	$	(70,979	)	$	477,095


Securities measured at fair value
U.S. Government-sponsored agencies								$	2,480
Municipal obligations									111
Mortgage-backed securities									242,647

								$	245,238


	December 31, 2007
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
Securities held to maturity	Cost		Gains		(Losses)			Value

Municipal obligations	$	7,906	$	124	$	—		$	8,030
Other		1,500		—		—			1,500

	$	9,406	$	124	$	—		$	9,530


Securities available for sale
U.S. Government-sponsored agencies	$	14,971	$	128	$	(20	)	$	15,079
Municipal obligations		14,143		88		(36	)		14,195
Mortgage-backed securities		273,368		2,429		(1,507	)		274,290
Adjustable-rate preferred stock		51,506		—		(21,796	)		29,710
Debt obligations and structured securities		162,855		—		(23,515	)		139,340
Other		13,890		—		(150	)		13,740

	$	530,733	$	2,645	$	(47,024	)	$	486,354


Securities measured at fair value
U.S. Government-sponsored agencies								$	9,049
Municipal obligations									110
Mortgage-backed securities									228,494
Debt obligations and structured securities									2,787

								$	240,440

At March 31, 2008, the combined unrealized loss on our adjustable rate preferred stock and debt and other structured securities portfolios classified as available for sale was $69.8 million, compared with $45.3 million at December 31, 2007. The increase is unrealized losses is generally due to widening interest spreads which began in the third quarter of 2007. During March 2008, the near insolvency of Bear Stearns caused the debt of almost all financial companies to decline in value. This compounded the lack of liquidity for such securities that existed since late 2007. The Company is actively monitoring these portfolios for declines in fair value that are considered other-than-temporary. These combined unrealized losses were not considered as other than temporary as of March 31, 2008.

During the quarter ended March 31, 2008, the Company recorded impairment charges totaling $5.3 million, including $2.2 million related to a security which suffered a significant downgrade and $3.1 million

12

related to an auction-rate leveraged security that was discussed in the Company’s Form 10-K for the year ended December 31, 2007.

Note 5. Loans

The components of the Company’s loan portfolio as of March 31, 2008 and December 31, 2007 are as follows (in thousands):


	March 31,			December 31,
	2008			2007

Construction and land development	$	805,464		$	806,110
Commercial real estate		1,550,793			1,514,533
Residential real estate		519,614			492,551
Commercial and industrial		808,948			784,378
Consumer		46,234			43,517
Less: net deferred loan fees		(8,421	)		(8,080	)

		3,722,632			3,633,009

Less:
Allowance for loan losses		(50,839	)		(49,305	)

	$	3,671,793		$	3,583,704

Changes in the allowance for loan losses for the three months ended March 31, 2008 and 2007 are as follows (in thousands):


	Three Months Ended
	March 31,
	2008			2007

Balance, beginning	$	49,305		$	33,551
Acquisitions		—			3,706
Provision charged to operating expense		8,059			441
Recoveries of amounts charged off		103			79
Less amounts charged off		(6,628	)		(258	)

Balance, ending	$	50,839		$	37,519

At March 31, 2008, total impaired and non-accrual loans were $51.3 million and $9.8 million, respectively, compared with $35.1 million and $17.9 million at December 31, 2007, respectively. Included in impaired loans were loans past due 90 days or more and still accruing of $3.2 million at March 31, 2008 and $0.8 million at December 31, 2007.

Note 6. Borrowed funds

The Company has a line of credit available from the Federal Home Loan Bank (FHLB). Borrowing capacity is determined based on collateral pledged, generally consisting of securities and loans, at the time of the borrowing. The Company also has borrowings from other sources pledged by securities. A summary of the Company’s borrowings as of March 31, 2008 and December 31, 2007 follows (in thousands):

13


	March 31,		December 31,
	2008		2007

Short Term
FHLB Advances (weighted average rate is 2008: 2.19% and 2007: 3.30%)	$	601,000	$	447,600
Other short term debt (weighted average rate is 2008: 4.87% and 2007: 4.83%)		44,380		41,730

Due in one year or less	$	645,380	$	489,330

Long Term
FHLB Advances (weighted average rate is 2008: 4.77% and 2007: 4.63%)	$	41,458	$	45,768
Other long term debt (weighted average rate is 8.79%)		9,571		9,601

Due in over one year	$	51,029	$	55,369

The Company was not in compliance with a loan covenant with a single lending institution. The lending institution waived this requirement as of March 31, 2008. In consideration for waiving the covenant as of March 31, 2008, the line of credit was decreased from $50 million to $40 million.

Note 7. Income Tax Matters

The reasons for the differences between the statutory federal income tax rate and the effective tax rate are summarized as follows:


	March 31,			March 31,
	2008			2007

Computed “expected” tax expense	$	1,956		$	6,075
Increase (decrease) resulting from:
State income taxes, net of federal benefit		70			179
Dividends received deductions		(147	)		(58	)
Bank-owned life insurance		(280	)		(325	)
Tax-exempt income		(125	)		(16	)
Nondeductible expenses		85			84
Other		(178	)		13

	$	1,381		$	5,952

Note 8. Contingencies

In the normal course of business, the Company is involved in various legal proceedings. In the opinion of management, any liability resulting from such proceedings would not have a material adverse effect on the consolidated financial statements.

Financial Instruments with Off-balance Sheet Risk

A summary of the contract amount of the Company’s exposure to off-balance sheet risk is as follows (in thousands):


	March 31,		December 31,
	2008		2007

Commitments to extend credit, including unsecured loan commitments of $241,298 in 2008 and $230,677 in 2007	$	1,157,695	$	1,193,522
Credit card commitments and guarantees		30,598		26,507
Standby letters of credit, including unsecured letters of credit of $14,687 in 2008 and $14,543 in 2007		80,402		80,790

	$	1,268,695	$	1,300,819

Subsequent to the period ended March 31, 2008, the Company entered into an agreement with the Federal Reserve Bank in which certain assets may be pledged as collateral on a borrowing line.

Note 9. Stock-based Compensation

For the three months ended March 31, 2008, 423,625 stock options with a weighted average exercise price of $15.90 per share were granted to certain key employees and directors. The Company estimates the fair value of each option award on the date of grant using a Black-Scholes valuation model. The weighted average grant date fair value of these options was $5.07 per share. These stock options generally have a vesting period of four years and a contractual life of seven years.

14

As of March 31, 2008 and March 31, 2007, there were 2.6 million options outstanding.

For the three months ended March 31, 2008 and March 31, 2007 the company recognized stock-based compensation expense related to all options of $0.5 million and $0.4 million, respectively.

During the three months ended March 31, 2008, 27,150 shares of restricted stock were also issued. The Company estimates the compensation cost for restricted stock grants based upon the grant date fair value. Generally, these restricted stock grants have a three year vesting period. The weighted average grant date fair value was $0.4 million.

There were approximately 625,000 and 399,000 restricted shares outstanding at March 31, 2008 and 2007, respectively. For the three months ended March 31, 2008 and March 31, 2007 the Company recognized stock-based compensation of $1.7 million and $0.9 million related to the Company’s restricted stock plan.

Note 10. Segment Information

The following is a summary of selected operating segment information as of and for the periods ended March 31, 2008 and 2007:


	Bank			Alliance Bank			Torrey Pines			Alta Alliance			First Independent						Intersegment			Consolidated
(in thousands)	of Nevada			of Arizona			Bank			Bank			Bank			Other			Eliminations			Company

At March 31, 2008:
Assets	$	3,098,135		$	768,970		$	704,157		$	102,759		$	546,486		$	24,779		$	(47,983	)	$	5,197,303
Gross loans and deferred fees		2,229,694			597,063			555,036			45,627			338,212			—			(43,000	)		3,722,632
Less: Allowance for loan losses		(32,868	)		(7,497	)		(5,829	)		(416	)		(4,229	)		—			—			(50,839	)

Net loans		2,196,826			589,566			549,207			45,211			333,983			—			(43,000	)		3,671,793

Deposits		2,017,709			668,922			452,348			81,567			414,208			—			(4,490	)		3,630,264
Stockholders’ equity		313,122			54,066			44,181			21,081			120,702			(59,192	)		—			493,960

Number of branches		15			11			7			2			5			—			—			40
Number of full-time employees		490			135			136			30			109			79			—			979

Three Months Ended March 31, 2008:
Net interest income	$	27,756		$	7,297		$	7,623		$	817		$	4,756		$	(1,387	)	$	—		$	46,862
Provision for loan losses		6,041			725			722			39			532			—			—			8,059

Net interest income after provision for loan losses		21,715			6,572			6,901			778			4,224			(1,387	)		—			38,803
Gain (loss) on sale of securities		—			158			—			—			3			—			—			161
Mark-to-market gains (losses), net		(9,787	)		(166	)		(122	)		—			—			6,219			—			(3,856	)
Noninterest income, excluding																							—
securities and fair value gains (losses)		3,313			1,894			592			85			261			2,807			(534	)		8,418
Noninterest expense		(15,574	)		(6,465	)		(6,961	)		(1,434	)		(3,671	)		(4,367	)		534			(37,938	)

Income (loss) before income taxes		(333	)		1,993			410			(571	)		817			3,272			—			5,588
Minority interest		—			—			—			—			—			65			—			65
Income tax expense (benefit)		(522	)		707			171			(236	)		132			1,129			—			1,381

Net income (loss)	$	189		$	1,286		$	239		$	(335	)	$	685		$	2,078		$	—		$	4,142

15


	Bank of			Alliance Bank			Torrey Pines			Alta Alliance			First Independent						Intersegment			Consolidated
(in thousands)	Nevada			of Arizona			Bank			Bank			Bank			Other			Eliminations			Company

At March 31, 2007:
Assets	$	2,913,926		$	706,779		$	616,526		$	63,905		$	530,670		$	24,425		$	(128,587	)	$	4,727,644
Gross loans and deferred fees		2,122,463			503,777			424,735			12,265			292,797			—			(20,000	)		3,336,037
Less: Allowance for loan losses		(23,296	)		(5,732	)		(4,672	)		(113	)		(3,706	)		—			—			(37,519	)

Net loans		2,099,167			498,045			420,063			12,152			289,091			—			(20,000	)		3,298,518

Deposits		2,274,568			618,822			519,382			41,131			402,865			—			(7,623	)		3,849,145
Stockholders’ equity		347,210			52,859			40,609			23,681			122,748			(75,862	)		—			511,245

Number of branches		15			10			6			2			4			—			—			37
Number of full-time employees		538			134			111			30			95			51			—			959

Three Months Ended March 31, 2007:
Net interest income	$	28,966		$	6,694		$	5,856		$	379		$	—		$	(1,039	)	$	—		$	40,856
Provision for loan losses		287			—			121			33			—			—			—			441

Net interest income after provision for loan losses		28,679			6,694			5,735			346			—			(1,039	)		—			40,415
Noninterest income		2,922			531			448			82			—			2,353			(475	)		5,861
Noninterest expense		(15,053	)		(5,399	)		(4,324	)		(1,323	)		—			(3,297	)		475			(28,921	)

Income before income taxes		16,548			1,826			1,859			(895	)		—			(1,983	)		—			17,355
Income tax expense		5,510			711			727			(358	)		—			(638	)		—			5,952

Net income	$	11,038		$	1,115		$	1,132		$	(537	)	$	—		$	(1,345	)	$	—		$	11,403

16

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 and our unaudited consolidated financial statements and related footnotes in the Quarterly Report on Form 10-Q. Unless the context requires otherwise, the terms “Company”, “us”, “we”, and “our” refer to Western Alliance Bancorporation on a consolidated basis.

Forward-Looking Information

Certain statements contained in this document, including, without limitation, statements containing the words “believes”, “anticipates”, “intends”, “expects”, “should” and words of similar import, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economic and business conditions in those areas in which we operate, demographic changes, competition, fluctuations in interest rates, changes in business strategy or development plans, changes in governmental regulation, credit quality, the availability of capital to fund the expansion of our business, and other factors referenced in this Report. Except as required by law, we disclaim any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

Overview

During the first quarter of 2008, our earnings were challenged by difficult economic conditions in our primary markets and the economic downturn generally, causing heavy reserves to our loan portfolio and write-downs in our securities portfolio. We continue to explore and invest in new and expanded business lines and products, including cash management services, credit cards, wealth management and equipment leasing, and we believe the current economic climate presents our Company with the opportunity to differentiate ourselves from our competitors. Loan growth for the quarter ended March 31, 2008 was $89.6 million, or 2.5%, as compared to $40.0 million, or 1.3% for the same period in 2007. Deposit growth was $83.3 million, including $70.1 million of brokered deposits, or 2.3%, for the three months ended March 31, 2008, compared to $45.9 million, or 1.3% for the same period in 2007. We reported net income of $4.1 million, or $0.14 per diluted share, for the quarter ended March 31, 2008, as compared to $11.4 million, or $0.39 per diluted share, for the same period in 2007. The decrease in earnings is primarily due to an increase of $9.0 million in non-interest expenses related to expansion efforts, a $5.3 million impairment charge on securities and a $7.6 million increase in the provision for loan losses from the previous year. Non-interest income, excluding securities impairment charges and increases in fair value of financial instruments measured at fair value, for the quarter ended March 31, 2008 increased 50.6% from the same period in the prior year due to non-recurring income amounts of $1.1 million as well as increases in trust and investment advisory fees and service charges. Non-interest expense for the quarter ended March 31, 2008 increased 31.2% from the same period in 2007, due primarily to increases in salaries and benefits and occupancy costs caused by the acquisitions of First Independent Bank of Nevada and Shine Investment Advisory Services in 2007, the establishment of the PartnersFirst affinity credit card initiative in 2007 and continued branch expansion during 2007. Branch expansion is expected to be nominal in 2008.

Selected financial highlights are presented in the table below.

17

Western Alliance Bancorporation and Subsidiaries
Summary Consolidated Financial Data
Unaudited


	At or for the three months
	ended March 31,
	2008			2007			Change %

Selected Balance Sheet Data:
($ in millions)
Total assets	$	5,197.3		$	4,727.6			9.9
Gross loans, including net deferred fees		3,722.6			3,336.0			11.6
Securities		731.1			630.9			15.9
Federal funds sold and other		59.0			166.8			(64.6	)
Deposits		3,630.3			3,849.1			(5.7	)
Borrowings		696.4			56.7			1,128.2
Junior subordinated and subordinated debt		116.0			110.4			5.1
Stockholders’ equity		494.0			511.2			(3.4	)

Selected Income Statement Data:
($ in thousands)
Interest income	$	76,792		$	67,313			14.1
Interest expense		29,930			26,457			13.1

Net interest income		46,862			40,856			14.7
Provision for loan losses		8,059			441			1,727.4

Net interest income after provision for loan losses		38,803			40,415			(4.0	)
Investment security gains (losses), net		161			284			(43.3	)
Derivative gains		43			—			100.0
Securities impairment charges		(5,280	)		—			100.0
Unrealized gains (losses) on assets and liabilities measured at fair value, net		1,381			(13	)		100.0
Other income, excluding securities and fair value gains (losses)		8,418			5,590			50.6
Non-interest expense		37,938			28,921			31.2

Income before income taxes		5,588			17,355			(67.8	)
Minority interest		65			—
Income tax expense		1,381			5,952			(76.8	)

Net Income	$	4,142		$	11,403			(63.7	)

Memo: Intangible asset amortization expense, net of tax	$	513		$	257			99.6

18

Western Alliance Bancorporation and Subsidiaries
Summary Consolidated Financial Data (Continued)
Unaudited


	At or for the three months
	ended March 31,
	2008			2007			Change %

Common Share Data:
Diluted net income per share	$	0.14		$	0.39			(65.2	)
Book value per share		16.34			17.06			(4.2	)
Tangible book value per share (net of tax) (3)		8.36			9.49			(11.9	)
Average shares outstanding (in thousands):
Basic		29,544			26,950			9.6
Diluted		30,547			29,181			4.7
Common shares outstanding		30,230			29,963			0.9

Selected Performance Ratios:
Return on average assets		0.33	%		1.13	%		(70.8	)
Return on average tangible assets (4)		0.34			1.16			(70.7	)
Return on average stockholders’ equity		3.28			11.17			(70.6	)
Return on average tangible stockholders’ equity (5)		6.25			17.11			(63.5	)
Net interest margin (1)		4.20			4.58			(8.3	)
Net interest spread		3.54			3.40			4.1
Efficiency ratio — tax equivalent basis (2)		68.19			61.96			10.1
Loan to deposit ratio		102.54			86.67			18.3

Selected Capital Ratios:
Tangible Common Equity		5.1	%		6.3	%		(19.0	)
Tier 1 Leverage ratio		7.4			9.2			(19.2	)
Tier 1 Risk Based Capital		7.7			8.9			(13.0	)
Total Risk Based Capital		10.1			10.8			(6.5	)

Selected Asset Quality Ratios:
Net charge-offs to average loans outstanding		0.70	%		0.02	%		3,400.0
Non-accrual loans to gross loans		0.26			0.05			420.0
Non-accrual loans and OREO to total assets		0.32			0.04			700.0
Loans past due 90 days and still accruing to total loans		0.09			0.08			12.5
Allowance for loan losses to gross loans		1.37			1.12			22.3
Allowance for loan losses to non-accrual loans		518.13	%		2113.75	%		(75.5	)


(1)		Net interest margin represents net interest income as a percentage of average interest-earning assets.

(2)		Efficiency ratio represents noninterest expenses as a percentage of the total of net interest income plus noninterest income (tax equivalent basis).

(3)		Tangible book value per share (net of tax) represents stockholders’ equity less intangibles, adjusted for deferred taxes related to intangibles, as a percentage of the shares outstanding at the end of the period.

(4)		Return on average tangible assets represents net income as a percentage of average total assets less average intangible assets.

(5)		Return on average tangible stockholders’ equity represents net income as a percentage of average total stockholders’ equity less average intangible assets.

19

Primary Factors in Evaluating Financial Condition and Results of Operations

As a bank holding company, we focus on several factors in evaluating our financial condition and results of operations, including:

	•		Return on Average Equity (ROE) and Return on Tangible Average Equity (ROTE);

	•		Return on Average Assets (ROA) and Return on Average Tangible Assets (ROTA);

	•		Asset Quality;

	•		Asset and Deposit Growth; and

	•		Operating Efficiency.

Return on Average Equity. Our net income for the three months ended March 31, 2008 decreased 63.7% to $4.1 million compared to $11.4 million for the three months ended March 31, 2007. The decrease in net income was due primarily to a $5.3 million securities impairment charge and a $7.6 million increase to the provision for loan losses caused by challenging economic conditions in our primary markets, partially offset by $1.4 million in gains on financial instruments measured at fair value. Basic earnings per share decreased to $0.14 per share for the three months ended March 31, 2008 compared to $0.42 per share for the same period in 2007. Diluted earnings per share was $0.14 per share for the three month period ended March 31, 2008, compared to $0.39 per share for the same period in 2007. Stockholders’ equity decreased $7.6 million from the quarter ended December 31, 2007 due primarily to a $14.0 million increase in net unrealized losses on available for sale securities, offset by $4.1 million in net income for the quarter ended March 31, 2008. The decrease in net income and equity resulted in an ROE of 3.28% for the three months ended March 31, 2008 compared to 11.17% for the three months ended March 31, 2007. ROTE decreased 63.5% to 6.25%.

Return on Average Assets. Our ROA for the three months ended March 31, 2008 decreased to 0.33% compared to 1.13% for the same period in 2007. The decrease in ROA is primarily due to the decreases in net income discussed above. ROTA decreased to 0.34% from 1.16% for the same period in 2007.

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. We measure asset quality in terms of non-accrual and restructured loans and assets as a percentage of gross loans and assets, 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. As of March 31, 2008, impaired loans, including non-accrual loans, were $62.7 million compared to $2.6 million at March 31, 2007. Non-accrual loans as a percentage of gross loans as of March 31, 2008 were 0.26% compared to less than 0.05% as of March 31, 2007. For the three months ended March 31, 2008 and March 31, 2007, net charge-offs as a percentage of average loans were 0.70% and 0.02%, respectively.

Asset Growth. The ability to produce loans and generate deposits is fundamental to our asset growth. Our assets and liabilities are comprised primarily of loans and deposits, respectively. Total assets increased 9.9% to $5.2 billion as of March 31, 2008 from $4.7 billion as of March 31, 2007. Gross loans grew 11.6% to $3.7 billion as of March 31, 2008 from $3.3 billion as of March 31, 2007. Total deposits decreased 5.7% to $3.6 billion as of March 31, 2008 from $3.8 billion as of March 31, 2007.

Operating Efficiency. Operating efficiency is measured in terms of how efficiently income before income taxes is generated as a percentage of revenue. Our tax-equivalent efficiency ratio (non-

20

interest expenses divided by the sum of net interest income and non interest income, tax adjusted) was 68.2% for the three months ended March 31, 2008, compared to 62.0% for the same period in 2007. The increase was primarily driven by increases in salaries and benefits and occupancy costs associated with the acquisitions of First Independent Bank of Nevada and Shine Investment Advisory Services in 2007, the establishment of the PartnersFirst affinity credit card initiative in 2007 and continued branch expansion during 2007.

Critical Accounting Policies

The Notes to Audited Consolidated Financial Statements for the year ended December 31, 2007 contain a summary of our significant accounting policies, including discussions on recently issued accounting pronouncements, our adoption of them and the related impact of their adoption. We believe that certain of these policies, along with various estimates that we are required to make in recording our financial transactions, are important to have a complete picture of our financial position. In addition, these estimates require us to make complex and subjective judgments, many of which include matters with a high degree of uncertainty. The discussion of these critical accounting policies and significant estimates can be found in Note 1 of the Audited Consolidated Financial Statements filed with the Company’s Annual Report on Form 10-K.

Results of Operations

Our results of operations depend substantially on net interest income, which is the difference between interest income on interest-earning assets, consisting primarily of loans receivable, securities and other short-term investments, and interest expense on interest-bearing liabilities, consisting primarily of deposits and borrowings. Our results of operations are also dependent upon our generation of non-interest income, consisting primarily of income from trust and investment advisory services and banking service fees. Other factors contributing to our results of operations include our provisions for loan losses, gains or losses on sales of securities and income taxes, as well as the level of our non-interest expenses, such as compensation and benefits, occupancy and equipment and other miscellaneous operating expenses.

The following table sets forth a summary financial overview for the three months ended March 31, 2008 and 2007.

21


	Three Months Ended
	March 31,
	2008			2007			Increase
	(in thousands, except per share amounts)
Consolidated Statement of Earnings Data:
Interest income	$	76,792		$	67,313		$	9,479
Interest expense		29,930			26,457			3,473

Net interest income		46,862			40,856			6,006
Provision for loan losses		8,059			441			7,618

Net interest income after provision for loan losses		38,803			40,415			(1,612	)
Investment security gains, net		161			284			(123	)
Derivative gains		43			—			43
Securities impairment charges		(5,280	)		—			(5,280	)
Net unrealized losses on assets and liabilities measured at fair value		1,381			(13	)		1,394
Other income, excluding security and fair value gains/(losses)		8,418			5,590			2,828
Non-interest expense		37,938			28,921			9,017

Net income before income taxes		5,588			17,355			(11,767	)
Minority interest		65			—			65
Income tax expense		1,381			5,952			(4,571	)

Net income	$	4,142		$	11,403		$	(7,261	)

Diluted earnings per share	$	0.14		$	0.39		$	(0.25	)

The 63.7% decrease in net income was due primarily to a $5.3 million securities impairment charge and a $7.6 million increase to the provision for loan losses caused by challenging economic conditions in our primary markets, partially offset by $1.6 million in realized and unrealized gains on financial instruments. The increase in net interest income for the three months ended March 31, 2008 over the same period 2007 was the result of an increase in the volume of interest-earning assets, primarily loans.

Net Interest Income and Net Interest Margin. The 14.7% increase in net interest income for the three months ended March 31, 2008 compared to the same period in 2007 was due to an increase in interest income of $9.5 million, reflecting the effect of an increase of $891.0 million in average interest-bearing assets which was funded primarily with an increase of $292.0 million in average deposits and $707.1 million in average short-term borrowings.

The average yield on our interest-earning assets was 6.85% for the three months ended March 31, 2008, compared to 7.52% for the same period in 2007. The decrease in the yield on our interest-earning assets is a result of a decrease in market rates, repricing on our adjustable rate loans, and new loans originated with lower interest rates because of the lower interest rate environment.

The cost of our average interest-bearing liabilities decreased to 3.32% in the three months ended March 31, 2008, from 4.12% in the three months ended March 31, 2007, which is a result of lower rates paid on deposit accounts and borrowings due to a lower interest rate environment.

Average Balances and Average Interest Rates. The tables below set forth balance sheet items on a daily average basis for the three months ended March 31, 2008 and 2007 and present the daily average interest rates earned on assets and the daily average interest rates paid on liabilities for

22

such periods. Non-accrual loans have been included in the average loan balances. Securities include securities available for sale, securities held to maturity and securities carried at market value pursuant to SFAS 159 elections. Yields on tax-exempt securities and loans are computed on a tax equivalent basis.

23


	Three Months Ended March 31,
($ in thousands)	2008								2007
						Average
	Average					Yield/Cost			Average					Average
	Balance			Interest		(6)			Balance			Interest		Yield/Cost (6)
Earning Assets
Securities:
Taxable	$	675,320		$	9,750		5.81	%	$	519,376		$	7,050		5.51	%
Tax-exempt (1)		75,516			776		6.36	%		37,914			445		7.24	%

Total securities		750,836			10,526		5.86	%		557,290			7,495		5.62	%
Federal funds sold		16,725			115		2.77	%		39,769			533		5.44	%
Loans (1) (2) (3)		3,724,195			65,704		7.10	%		3,027,204			59,020		7.91	%
Investment in restricted stock		40,825			447		4.40	%		17,327			265		6.20	%

Total earnings assets		4,532,581			76,792		6.85	%		3,641,590			67,313		7.52	%
Non-earning Assets
Cash and due from banks		101,319								99,123
Allowance for loan losses		(50,626	)							(33,593	)
Bank-owned life insurance		88,367								82,386
Other assets		452,608								289,636

Total assets	$	5,124,249							$	4,079,142

Interest Bearing Liabilities
Sources of Funds
Interest-bearing deposits:
Interest checking		263,576			1,263		1.93	%		250,219			1,612		2.61	%
Savings and money market		1,575,957			10,641		2.72	%		1,383,863			12,945		3.79	%
Time deposits		699,658			7,610		4.37	%		613,084			7,316		4.84	%

Total interest-bearing deposits		2,539,191			19,514		3.09	%		2,247,166			21,873		3.95	%
Short-term borrowings		916,553			7,580		3.33	%		209,490			2,389		4.62	%
Long-term debt		52,263			715		5.50	%		46,257			516		4.52	%
Junior sub. & subordinated debt		122,167			2,121		6.98	%		102,046			1,679		6.67	%

Total interest-bearing liabilities		3,630,174			29,930		3.32	%		2,604,959			26,457		4.12	%
Non-interest Bearing Liabilities
Noninterest-bearing demand deposits		965,866								1,037,158
Other liabilities		20,056								22,990
Stockholders’ equity		508,153								414,035

Total liabilities and stockholders’ equity	$	5,124,249							$	4,079,142

Net interest income and margin (4)				$	46,862		4.20	%				$	40,856		4.58	%

Net interest spread (5)							3.54	%							3.40	%


(1)		Yields, but not interest income, on loans and securities have been adjusted to a tax equivalent basis.

(2)		Net loan fees of $1.3 million and $1.2 million are included in the yield computation for March 31, 2008 and 2007, respectively.

(3)		Includes average non-accrual loans of approximately $13.8 million in 2008 and $1.3 million in 2007.

(4)		Net interest margin is computed by dividing net interest income by total average earning assets.

(5)		Net interest spread represents average yield earned on interest-earning assets less the average rate paid on interest-bearing liabilities.

(6)		Annualized.

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Net Interest Income. The table below demonstrates the relative impact on net interest income of changes in the volume of earning assets and interest-bearing liabilities and changes in rates earned and paid by us on such assets and liabilities. For purposes of this table, non-accrual loans have been included in the average loan balances.


	Three Months Ended March 31,
	2008 v. 2007
	Increase (Decrease)
	Due to Changes in (1)
	Volume			Rate			Total
	(in thousands)
Interest on securities:
Taxable	$	2,251		$	449		$	2,700
Tax-exempt		386			(55	)		331
Federal funds sold		(158	)		(260	)		(418	)
Loans		12,297			(5,613	)		6,684
Other investment		257			(75	)		182


Total interest income		15,033			(5,554	)		9,479

Interest expense:
Interest checking		64			(413	)		(349	)
Savings and Money market		1,297			(3,601	)		(2,304	)
Time deposits		942			(648	)		294
Short-term borrowings		5,847			(656	)		5,191
Long-term debt		82			117			199
Junior subordinated debt		349			93			442


Total interest expense		8,581			(5,108	)		3,473


Net increase	$	6,452		$	(446	)	$	6,006


(1)		Changes due to both volume and rate have been allocated to volume changes.

(2)		Changes due to mark-to-market gains/losses under SFAS 159 have been allocated to volume changes.

Provision for Loan Losses. The provision for loan losses in each period is reflected as a charge against earnings in that period. The provision is equal to the amount required to maintain the allowance for loan losses at a level that, in our judgment, is adequate to absorb probable loan losses inherent in the loan portfolio.

Our provision for loan losses was $8.1 million for the three months ended March 31, 2008, compared to $0.4 million for the same period in 2007. Factors that impact the provision for loan losses are net charge-offs or recoveries, changes in the size and mix of the loan portfolio, the recognition of changes in current risk factors and specific reserves on impaired loans.

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Non-Interest Income. We earn non-interest income primarily through fees related to:

	•		Trust and investment advisory services,

	•		Services provided to deposit customers, and

	•		Services provided to current and potential loan customers.

The following tables present, for the periods indicated, the major categories of non-interest income:


	Three Months Ended
	March 31,				Increase
	2008		2007		(Decrease)
	(in thousands)
Trust and investment advisory services	$	2,796	$	2,105	$	691
Service charges		1,427		1,069		358
Income from bank owned life insurance		800		928		(128	)
Other		3,395		1,488		1,907

Total non-interest income, excluding
securities and fair value gains (losses)	$	8,418	$	5,590	$	2,828

The $2.8 million, or 50.6%, increase in non-interest income, excluding net investment securities gains and net unrealized gain/loss on assets and liabilities measured at fair value, from the three months ended March 31, 2007 to the same period in 2008 was due to increases in investment advisory revenues, increases in service-related charges and non-recurring income amounts of approximately $1.1 million.

Assets under management at Miller/Russell and Associates were $1.38 billion at March 31, 2008, down 7.7% from $1.49 billion at March 31, 2007. This decline is due primarily to lower market valuations. At Premier Trust, assets under management increased 30.3% from $251 million to $327 million from March 31, 2007 to March 31, 2008. On July 31, 2007, we acquired a majority interest in Shine Investment Advisory Services. Assets under management were $410 million as of the acquisition date and $408 million on March 31, 2008. Overall growth in assets under management resulted in a 32.8% increase in trust and advisory fee revenue for the three month period ending March 31, 2008 as compared to the three month period ending March 31, 2007.

Service charges increased 33.5%, or $0.4 million from 2007 to 2008, due to higher deposit balances and the growth in our customer base.

Other income increased 128.2%, or $1.9 million from 2007 to 2008, due to the growth of the Company and its operations and non-recurring income amounts of approximately $1.1 million, including a gain on the sale of a foreclosed property of approximately $0.4 million.

Unrealized gains/losses on assets and liabilities measured at fair value. During the three month period ended March 31, 2008, we recognized net unrealized gains on assets and liabilities measured at fair value of $1.4 million. These gains and losses are primarily the result of losses

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caused by changes in market yields on securities similar to those in our portfolio, offset by a gain on our trust preferred liabilities due to a widening of interest rate spreads. We view the majority of these gains and losses as temporary in nature since the changes in value on most of our financial instruments were not related to a change in credit profile, but rather such gains and losses were the result of fluctuations in market yields.

Non-Interest Expense. The following table presents, for the periods indicated, the major categories of non-interest expense:


	Three Months Ended
	March 31,				Increase
	2008		2007		(Decrease)
	(in thousands)
Salaries and employee benefits	$	21,934	$	17,033	$	4,901
Occupancy		5,028		4,239		789
Advertising and other business development		2,100		1,462		638
Customer service		1,200		1,323		(123	)
Insurance		972		298		674
Legal, professional and director fees		931		1,044		(113	)
Intangible amortization		789		257		532
Data processing		769		435		334
Audits and exams		648		531		117
Telephone		401		340		61
Supplies		371		509		(138	)
Travel and automobile		338		287		51
Correspondent and wire transfer costs		301		418		(117	)
Other		2,156		745		1,411

Total non-interest expense	$	37,938	$	28,921	$	9,017

Non-interest expense grew $9.0 million from the three months ended March 31, 2007 compared to the same period in 2008. This increase is attributable to our overall growth, and specifically to merger and acquisition activity and the opening of new branches. At March 31, 2008, we had 979 full-time equivalent employees compared to 959 at March 31, 2007.

Insurance expense increased $0.7 million from the three months ended March 31, 2007 to the same period in 2008 primarily due to significant FDIC depository insurance rate increases assessed for the 2008 period.

Intangible amortization increased $0.5 million from the three months ended March 31, 2007 to the same period in 2008 as a result of decreases in the estimated amortizable lives of the core deposit intangibles acquired through prior acquisitions.

Other non-interest expense increased, in general, as a result of the growth in assets and operations of our banking subsidiaries, including the acquisitions of First Independent and Shine.

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Financial Condition

Total Assets

On a consolidated basis, our total assets as of March 31, 2008 and December 31, 2007 were $5.2 billion and $5.0 billion, respectively. Assets experienced growth from the period ending March 31, 2007 to the period ending March 31, 2008 of $469.7 million, or 9.9%, including loan growth of $386.6 million, or 11.6%.

Loans

Our gross loans including deferred loan fees on a consolidated basis as of March 31, 2008 and December 31, 2007 were $3.7 billion and $3.6 billion, respectively. Our overall growth in loans from December 31, 2007 to March 31, 2008 is a result of targeting quality credit customers in our markets.

The following table shows the amounts of loans outstanding by type of loan at the end of each of the periods indicated.


	March 31,			December 31,
	2008			2007
	(in thousands)
Construction and land development	$	805,464		$	806,110
Commercial real estate		1,550,793			1,514,533
Residential real estate		519,614			492,551
Commercial and industrial		808,948			784,378
Consumer		46,234			43,517
Less: Net deferred loan fees		(8,421	)		(8,080	)


Gross loans, net of deferred fees		3,722,632			3,633,009
Less: Allowance for loan losses		(50,839	)		(49,305	)


	$	3,671,793		$	3,583,704

Non-Performing Assets

Non-performing assets include loans past due 90 days or more and still accruing interest, non-accrual loans, and other real estate owned, or OREO. In general, loans are placed on non-accrual status when we determine timely recognition of interest to be in doubt due to the borrower’s financial condition and collection efforts. Restructured loans have modified terms to reduce either principal or interest due to deterioration in the borrower’s financial condition. OREO results from loans where we have received physical possession of the borrower’s assets that collateralized the loan.

Impaired loans are loans for which it is probable that the Company will not be able to collect all amounts due according to the original contractual terms of the loan agreement. Other impaired loans include certain loans for which the original terms have been extended or modified, but which are well collateralized and for which no loss is expected.

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The following table summarizes the loans for which the accrual of interest has been discontinued, loans past due 90 days or more and still accruing interest, restructured loans, other impaired loans and OREO.


	March 31,			December 31,
	2008			2007
	($ in thousands)
Total non-accrual loans	$	9,750		$	17,873
Loans past due 90 days or more and still accruing		3,235			779


Total non-performing loans		12,985			18,652

Restructured loans		3,706			3,782
Impaired loans acquired through merger		2,720			2,760
Other impaired loans, excluding restructured loans		31,862			9,920

Total impaired loans, including non-performing loans	$	51,273		$	35,114


Other real estate owned (OREO)	$	6,901		$	3,412
Non-accrual loans to gross loans		0.26	%		0.49	%
Loans past due 90 days or more and still accruing to total loans		0.09			0.02
Interest income received on nonaccrual loans	$	34		$	30
Interest income that would have been recorded under the original terms of the loans	$	205		$	765

As of March 31, 2008 and December 31, 2007, non-accrual loans totaled $9.8 million and $17.9 million, respectively. Non-accrual loans at March 31, 2008 consisted of 49 loans.

Allowance for Loan Losses

Like all financial institutions, we must maintain an adequate allowance for loan losses. The allowance for loan losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance for loan losses when we believe that collectibility of the principal is unlikely. Subsequent recoveries, if any, are credited to the allowance. The allowance is an amount that we believe will be adequate to absorb probable losses on existing loans that may become uncollectible, based on evaluation of the collectibility of loans and prior credit loss experience, together with the other factors noted earlier.

Our allowance for loan loss methodology incorporates several quantitative and qualitative risk factors used to establish the appropriate allowance for loan loss at each reporting date. Quantitative factors include our historical loss experience, peer group experience, delinquency and charge-off trends, collateral values, changes in non-performing loans, other factors, and information about individual loans including the borrower’s sensitivity to interest rate movements. Qualitative factors include the economic condition of our operating markets and the state of certain industries. Specific changes in the risk factors are based on perceived risk of similar groups of loans classified by collateral type, purpose and terms. Statistics on local trends, peers, and an internal five-year loss history are also incorporated into the allowance. Due to the credit concentration of our loan portfolio in real estate secured loans, the value of collateral is heavily dependent on real estate values in Nevada, Arizona and California. While management

29

uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic or other conditions. In addition, the Federal Deposit Insurance Corporation, or FDIC, and state banking regulatory agencies, as an integral part of their examination processes, periodically review the Banks allowance for loan losses, and may require us to make additions to the allowance based on their judgment about information available to them at the time of their examinations. Management periodically reviews the assumptions and formulae used in determining the allowance and makes adjustments if required to reflect the current risk profile of the portfolio.

The allowance consists of specific and general components. The specific allowance relates to impaired loans. For such loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan are lower than the carrying value of that loan, pursuant to SFAS 114, Accounting by Creditors for Impairment of a Loan. The general allowance covers non-impaired loans and is based on historical loss experience adjusted for the various qualitative and quantitative factors listed above, pursuant to SFAS 5, Accounting for Contingencies. Loans graded Watch List/Special Mention and below are individually examined closely to determine the appropriate loan loss reserve.

The following table summarizes the activity in our allowance for loan losses for the period indicated.

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	Three months ended
	March 31,
	2008			2007
	($ in thousands)
Allowance for loan losses:
Balance at beginning of period	$	49,305		$	33,551
Provisions charged to operating expenses		8,059			441
Acquisitions		—			3,706
Recoveries of loans previously charged-off:
Construction and land development		—			—
Commercial real estate		—			—
Residential real estate		—			—
Commercial and industrial		95			71
Consumer		8			8

Total recoveries		103			79
Loans charged-off:
Construction and land development		3,323			—
Commercial real estate		182			—
Residential real estate		970			—
Commercial and industrial		2,084			91
Consumer		69			167

Total charged-off		6,628			258
Net charge-offs		6,525			179

Balance at end of period	$	50,839		$	37,519

Net charge-offs to average loans outstanding		0.70	%		0.02	%
Allowance for loan losses to gross loans		1.37			1.12

Net charge-offs totaled $6.6 million for the three months ended March 31, 2008, compared to net charge-offs of $0.2 million during the same period in 2007. The provision for loan losses totaled $8.1 million for the three months ended March 31, 2008, compared to $0.4 million in the three months ended March 31, 2007. The increase in the provision for loan losses is due to an increase in loan charge-offs, changes in the size and mix of the loan portfolio and specific reserves on impaired loans.

Investments

Securities are identified as either held-to-maturity, available-for-sale, or measured at fair value based upon various factors, including asset/liability management strategies, liquidity and profitability objectives, and regulatory requirements. Held-to-maturity securities are carried at cost, adjusted for amortization of premiums or accretion of discounts. Available-for-sale securities are securities that may be sold prior to maturity based upon asset/liability management decisions. Securities identified as available-for-sale are carried at fair value. Unrealized gains or losses on available-for-sale securities are recorded as accumulated other comprehensive income in stockholders equity. Amortization of premiums or accretion of discounts on mortgage-backed securities is periodically adjusted for estimated prepayments. Securities measured at fair value are reported at fair value, with unrealized gains and losses included in current earnings.

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We use our investment securities portfolio to ensure liquidity for cash requirements, manage interest rate risk, provide a source of income and to manage asset quality. The carrying value of our investment securities as of March 31, 2008 totaled $731.1 million, compared to $736.1 million at December 31, 2007.

In 2007 and 2008 we maintained a high level of investment in mortgage-backed securities while shifting from U.S. Government agency obligations to higher yielding debt obligations (primarily collateralized debt obligations secured by bank and other financial company trust preferred liabilities) and adjustable rate preferred stock of bank and other financial companies.

The carrying value of our portfolio of investment securities at March 31, 2008 and December 31, 2007 was as follows:


	Carrying Value
	At March 31,		At December 31,
	2008		2007
	(in thousands)
U.S. Treasury securities	$	5,984	$	—
U.S. Government-sponsored agencies		10,456		24,128
Mortgage-backed obligations		530,295		502,496
State and Municipal obligations		21,617		22,211
Adjustable rate preferred stock		31,966		29,710
Debt obligations and structured securities		115,869		142,127
Other		14,936		15,528

Total investment securities	$	731,123	$	736,200

At March 31, 2008, the combined unrealized loss on our adjustable rate preferred stock and debt and other structured securities portfolios classified as available for sale was $69.8 million, compared with $45.3 million at December 31, 2007. The increase in unrealized losses is generally due to widening interest spreads which began in the third quarter of 2007. During March 2008, the near insolvency of Bear Stearns caused the debt of almost all financial companies to decline in value. This compounded the lack of liquidity for such securities that existed since late 2007. We are actively monitoring these portfolios for declines in fair value that are considered other-than-temporary. If current market conditions persist, we may have impairment charges against earnings in a future period for declines in securities fair values that are considered other-than-temporary.

During the quarter ended March 31, 2008, we recorded impairment charges totaling $5.3 million, including $2.2 million related to a security which suffered a significant downgrade and $3.1 million related to an auction-rate leveraged security that was discussed in our Form 10-K for the year ended December 31, 2007.

Goodwill

The Company recorded $217.8 million of goodwill from its merger-related activities during 2006 and 2007. In accordance with SFAS No. 141, goodwill is not amortized but rather tested for impairment annually on October 1. Impairment testing consists of comparing the fair value of the acquired reporting units with their carrying amounts, including goodwill. An impairment loss

32

would be recorded to the extent the carrying value of the goodwill exceeds the fair value of the goodwill. At March 31, 2008, the Company’s market capitalization was less than the total shareholders’ equity, which is one factor that is considered when determining goodwill impairment. If current market conditions persist, it is possible that we will have a goodwill impairment charge against earnings in a future period.

Deposits

Deposits have historically been the primary source for funding our asset growth. As of March 31, 2008, total deposits were $3.6 billion, compared to $3.5 billion as of December 31, 2007. Our deposits related to customer relationships increased approximately $13 million, and we acquired third party brokered certificates of deposit totaling approximately $70 million. We do not anticipate utilizing brokered deposits as a significant source of funding in future periods.

Although we expect deposit growth to continue to be the primary source of funding the asset growth of the Company, we are augmenting our liquidity through the use of alternative sources of funding, including overnight and term advances from the Federal Home Loan Bank, repurchase agreements, subordinated debt and lines of credit.

The following table provides the average balances and weighted average rates paid on deposits for the three months ended March 31, 2008.


	Three months ended				Three months ended
	March 31, 2008				March 31, 2007
	Average Balance/Rate				Average Balance/Rate
	($ in thousands)
Interest checking (NOW)	$	263,576	1.93	%	$	250,219	2.61	%
Savings and money market		1,575,957	2.72			1,383,863	3.79
Time		699,658	4.37			613,084	4.84


Total interest-bearing deposits		2,539,191	3.09			2,247,166	3.95
Non-interest bearing demand deposits		965,866	—			1,037,158	—


Total deposits	$	3,505,057	2.24	%	$	3,284,324	2.70	%

Our customer repurchases declined $50.3 million from December 31, 2007 to March 31, 2008 due primarily to the transfer of customer funds to other products offered by our banks.

Capital Resources

Current risk-based regulatory capital standards generally require banks and bank holding companies to maintain three minimum capital ratios. Tier 1 risk-based capital ratio compares Tier 1 or core capital, which consists principally of common equity, and risk-weighted assets for a minimum ratio of at least 4%. Tier 1 capital ratio compares Tier 1 capital to adjusted total assets for a minimum ratio of at least 4%. Total risk-based capital ratio compares total capital, which consists of Tier 1 capital, certain forms of subordinated debt, a portion of the allowance for loan losses, and preferred stock, to risk-weighted assets for a minimum ratio of at least 8%. Risk-weighted assets are calculated by multiplying the balance in each category of assets by a risk

33

factor, which ranges from zero for cash assets and certain government obligations to 100% for some types of loans, and adding the products together.

The following table provides a comparison of our risk-based capital ratios and leverage ratios to the minimum regulatory requirements as of March 31, 2008.


						Adequately-					Minimum For
						Capitalized					Well-Capitalized
	Actual					Requirements					Requirements
	($ in thousands)
As of March 31, 2008	Amount		Ratio			Amount		Ratio			Amount		Ratio

Total Capital (to Risk Weighted Assets)		468,249		10.1	%		369,809		8.0	%		462,261		10.0	%

Tier I Capital (to Risk Weighted Assets)		357,118		7.7			184,904		4.0			277,356		6.0

Leverage ratio (to Average Assets)		357,118		7.3			195,646		4.0			244,557		5.0

The Company and each of its banking subsidiaries met the well capitalized guidelines under regulatory requirements as of March 31, 2008. The Company is currently pursuing additional subordinated debt financing in order to increase its total capital ratio, and we expect to raise approximately $50 million.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss in a financial instrument arising from adverse changes in market prices and rates, foreign currency exchange rates, commodity prices and equity prices. Our market risk arises primarily from interest rate risk inherent in our lending, investing and deposit taking activities. To that end, management actively monitors and manages our interest rate risk exposure.

There have not been any material changes in the market risk disclosure contained in the Company s Annual Report on Form 10-K for the year ended December 31, 2007.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls

Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, the Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Additionally, our disclosure controls and procedures were also effective in ensuring that information required to be disclosed in our Securities Exchange Act reports is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosures.

34

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company s internal control over financial reporting during the quarter ended March 31, 2008, which have materially affected, or are reasonably likely to materially affect, the Company s internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

There are no material pending legal proceedings, other than ordinary routine litigation incidental to its business, to which Western Alliance or any of its subsidiaries is a party or of which any of their property is the subject.

Item 1A. Risk Factors

See the discussion of our risk factors in the Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)

There were no unregistered sales of equity securities during the period covered by this report.

(b) A summary of our repurchases (in thousands, except average price per share) during the quarter under the $50 million stock repurchase program authorized by our Board of Directors and publicly announced on April 23, 2007, and expiring on December 31, 2008, is as follows:


					Total Shares		Approximate Dollar
					Repurchased as		Value of Shares
	Total Shares		Average Price		Part of Publicly		that May Yet
Period	Repurchased		Per Share		Announced Program		Be Purchased
							$	30,960,966
January 1 - January 31		20,000	$	17.7480		20,000		30,606,006
February 1 - February 29		—		—		—		30,606,006
March 1 - March 31		—		—		—		30,606,006

Total		20,000	$	17.7480		20,000	$	30,606,006

(b) None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

Not applicable.

35

Item 6. Exhibits



31.1		CEO Certification Pursuant Rule 13a-14(a)/15d-14(a)

31.2		CFO Certification Pursuant Rule 13a-14(a)/15d-14(a)

32		CEO and CFO Certification Pursuant 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes Oxley Act of 2002

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Pursuant to the requirements of section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	WESTERN ALLIANCE BANCORPORATION
Date: May 12, 2008	By:	/s/ Robert Sarver
		Robert Sarver
		President and Chief Executive Officer


Date: May 12, 2008	By:	/s/ Dale Gibbons
		Dale Gibbons
		Executive Vice President and Chief Financial Officer


Date: May 12, 2008	By:	/s/ Terry A. Shirey
		Terry A. Shirey
		Controller Principal Accounting Officer

37


		EXHIBIT INDEX

31.1		CEO Certification Pursuant to Rule 13a-14(a)/15d-14(a)

31.2		CFO Certification Pursuant to Rule 13a-14(a)/15d-14(a)

32		CEO and CFO Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Western Alliance Bancorporation - 10-Q quarterly report FY

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