SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size 3/01/19 Western Alliance Bancorporation 10-K 12/31/18 149:35M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 2.89M 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 59K 3: EX-21.1 Subsidiaries List HTML 50K 4: EX-23.1 Consent of Experts or Counsel HTML 43K 5: EX-31.1 Certification -- §302 - SOA'02 HTML 51K 6: EX-31.2 Certification -- §302 - SOA'02 HTML 51K 7: EX-32 Certification -- §906 - SOA'02 HTML 47K 14: R1 Document and Entity Information HTML 78K 15: R2 Consolidated Balance Sheets HTML 154K 16: R3 Consolidated Balance Sheets (Parenthetical) HTML 45K 17: R4 Consolidated Statements of Operations HTML 172K 18: R5 Consolidated Statements of Comprehensive Income HTML 98K 19: R6 Consolidated Statements of Comprehensive Income HTML 54K (Parenthetical) 20: R7 Consolidated Statements of Stockholders' Equity HTML 105K 21: R8 Consolidated Statements of Cash Flows HTML 206K 22: R9 Summary of Significant Accounting Policies HTML 166K 23: R10 Investment Securities HTML 556K 24: R11 Loans, Leases and Allowance for Credit Losses HTML 1.05M 25: R12 Premises and Equipment (Notes) HTML 71K 26: R13 Other Assets Acquired Through Foreclosure HTML 104K 27: R14 Goodwill and Other Intangible Assets Goodwill and HTML 88K Other Intangible Assets (Notes) 28: R15 Deposits (Notes) HTML 71K 29: R16 Other Borrowings HTML 61K 30: R17 Qualifying Debt Qualifying Debt (Notes) HTML 92K 31: R18 Stockholders' Equity HTML 87K 32: R19 Accumulated Other Comprehensive Income HTML 120K 33: R20 Derivatives and Hedging HTML 170K 34: R21 Earnings per Share (Notes) HTML 63K 35: R22 Income Taxes HTML 149K 36: R23 Commitments and Contingencies HTML 88K 37: R24 Fair Value Accounting HTML 410K 38: R25 Regulatory Capital Requirements HTML 113K 39: R26 Employee Benefit Plan (Notes) HTML 97K 40: R27 Related Parties (Notes) HTML 66K 41: R28 Parent Company (Notes) HTML 166K 42: R29 Segments HTML 569K 43: R30 Quarterly Financial Data (Notes) HTML 133K 44: R31 Summary of Significant Accounting Policies HTML 242K (Policies) 45: R32 Investment Securities (Tables) HTML 554K 46: R33 Loans, Leases and Allowance for Credit Losses HTML 1.06M (Tables) 47: R34 Premises and Equipment (Tables) HTML 71K 48: R35 Other Assets Acquired Through Foreclosure (Tables) HTML 102K 49: R36 Goodwill and Other Intangible Assets (Tables) HTML 105K 50: R37 Deposits (Tables) HTML 66K 51: R38 Other Borrowings (Tables) HTML 54K 52: R39 Qualifying Debt Junior Subordinated Debt Table HTML 84K (Tables) 53: R40 Stockholders' Equity Schedule of Share-based HTML 65K Compensation Arrangements by Share-based Payment Award (Tables) 54: R41 Accumulated Other Comprehensive Income (Tables) HTML 121K 55: R42 Derivatives and Hedging (Tables) HTML 138K 56: R43 Earnings per Share (Tables) HTML 62K 57: R44 Income Taxes Provision Current & Deferred Table HTML 57K (Tables) 58: R45 Income Taxes Reconciliation between Statutory HTML 71K Federal Income Tax Rate and Company's Effective Tax Rate (Tables) 59: R46 Income Taxes Cumulative Tax Effects of Primary HTML 75K Difference (Tables) 60: R47 Income Taxes Gross Activity of Unrecognized Tax HTML 60K Benefits Related to Uncertain Tax Positions (Tables) 61: R48 Commitments and Contingencies (Tables) HTML 79K 62: R49 Fair Value Accounting (Tables) HTML 359K 63: R50 Regulatory Capital Requirements (Tables) HTML 107K 64: R51 Employee Benefit Plan (Tables) HTML 93K 65: R52 Related Parties (Tables) HTML 56K 66: R53 Parent Company (Tables) HTML 142K 67: R54 Segments (Tables) HTML 566K 68: R55 Quarterly Financial Data (Tables) HTML 133K 69: R56 Summary of Significant Accounting Policies - HTML 50K Additional Information (Detail) 70: R57 Investment Securities - Carrying Amounts and Fair HTML 227K Values of Investment Securities (Detail) 71: R58 Investment Securities - Additional Information HTML 54K (Detail) 72: R59 Investment Securities - Unrealized Losses and Fair HTML 117K Value of Investment Securities in Continuous Unrealized Loss Position (Detail) 73: R60 Investment Securities - Amortized Cost and Fair HTML 109K Value of Investment Securities by Contractual Maturities (Detail) 74: R61 Investment Securities - Investment Securities by HTML 197K Credit Rating Type (Detail) 75: R62 Investment Securities - Investment Securities by HTML 46K Credit Rating Type Parenthetical (Detail) 76: R63 Investment Securities - Gross Gains and (Losses) HTML 56K on Sales of Investments (Detail) 77: R64 Loans, Leases and Allowance for Credit Losses - HTML 75K Schedule of Held for Investment Loan Portfolio Composition of Loans, Leases and Allowance for Credit Losses (Detail) 78: R65 Loans, Leases and Allowance for Credit Losses - HTML 139K Contractual Aging of Loan Portfolio by Class of Loans Including Loans Held for Sale and Excluding Deferred Fees/Costs (Detail) 79: R66 Loans, Leases and Allowance for Credit Losses - HTML 97K Summary of Recorded Investment in Nonaccrual Loans and Loans Past Due 90 Days Still Accruing Interest by Loan Class (Detail) 80: R67 Loans, Leases and Allowance for Credit Losses - HTML 94K Additional Information (Detail) 81: R68 Loans, Leases and Allowance for Credit Losses - HTML 151K Loans by Risk Rating (Detail) 82: R69 Loans, Leases and Allowance for Credit Losses - HTML 55K Recorded Investment in Loans Classified as Impaired (Detail) 83: R70 Loans, Leases and Allowance for Credit Losses - HTML 67K Impaired Loans by Loan Class (Detail) 84: R71 Loans, Leases and Allowance for Credit Losses - HTML 50K Schedule of Average Investment in Impaired Loans and Income Recognized on Impaired Loans (Detail) 85: R72 Loans, Leases and Allowance for Credit Losses - HTML 70K Average Investment in Impaired Loans by Loan Class (Detail) 86: R73 Loans, Leases and Allowance for Credit Losses - HTML 66K Interest Income on Impaired Loans by Loan Class (Detail) 87: R74 Loans, Leases and Allowance for Credit Losses - HTML 58K Tabular Disclosure of Nonperforming Assets (Detail) 88: R75 Loans, Leases and Allowance for Credit Losses - HTML 64K Changes in Accretable Discount for Loans Purchased with Credit Quality Deterioration (Detail) 89: R76 Loans, Leases and Allowance for Credit Losses - HTML 87K Allowances for Credit Losses (Detail) 90: R77 Loans, Leases and Allowance for Credit Losses - HTML 144K Summary of Impairment Method Information Related to Loans and Allowance for Credit Losses (Detail) 91: R78 Loans, Leases and Allowance for Credit Losses - HTML 98K Troubled Debt Restructured Loans by Loan Class (Detail) 92: R79 Loans, Leases and Allowance for Credit Losses - HTML 73K Troubled Debt Restructured Loans by Class for Which There was Payment Default (Detail) 93: R80 Loans, Leases and Allowance for Credit Losses - HTML 84K Summary of Aggregate Activity in Loans (Detail) 94: R81 Premises and Equipment (Details) HTML 92K 95: R82 Other Assets Acquired through Foreclosure - HTML 75K Changes in Other Assets Acquired through Foreclosure (Detail) 96: R83 Other Assets Acquired through Foreclosure - HTML 72K Changes in Other Assets Acquired through Foreclosure Parenthetical (Detail) 97: R84 Goodwill and Other Intangible Assets (Details) HTML 65K 98: R85 Deposits (Details) HTML 76K 99: R86 Other Borrowings - Company's Borrowings (Detail) HTML 65K 100: R87 Other Borrowings - Additional Information (Detail) HTML 62K 101: R88 Qualifying Debt (Details) HTML 45K 102: R89 Qualifying Debt Subordinated Debt Details HTML 60K (Details) 103: R90 Qualifying Debt Junior Subordinated Debt (Details) HTML 89K 104: R91 Qualifying Debt Supplemental Schedule - Adoption HTML 80K of ASU 2016-01 (Details) 105: R92 Stockholders' Equity - Additional Information HTML 96K (Detail) 106: R93 Stockholders' Equity - Summary of Unvested Shares HTML 85K of Restricted Stock and Changes (Detail) 107: R94 Stockholders' Equity Share-Based Compensation - HTML 62K Stock Options (Details) 108: R95 Stockholders' Equity Treasury shares (Details) HTML 48K 109: R96 Accumulated Other Comprehensive Income - Summary HTML 80K of Changes in Accumulated Other Comprehensive Income (Detail) 110: R97 Accumulated Other Comprehensive Income - Schedule HTML 62K of Reclassifications Out of Accumulated Other Comprehensive Income (Detail) 111: R98 Derivatives and Hedging Fair Value of Derivative HTML 93K Contracts (Detail) 112: R99 Derivatives and Hedging Pre-Tax Net Gains (Losses) HTML 46K on Fair Value Hedges (Detail) 113: R100 Derivatives and Hedging Largest Exposure to HTML 56K Individual Counterparty (Detail) 114: R101 Derivatives and Hedging Additional Information HTML 105K (Detail) 115: R102 Earnings per Share (Details) HTML 70K 116: R103 Income Taxes Provision for Income Tax (Details) HTML 59K 117: R104 Income Taxes Reconciliation between Statutory HTML 78K Federal Income Tax and Company's Effective Tax Rate (Details) 118: R105 Income Taxes - Additional Information (Detail) HTML 74K 119: R106 Income Taxes Income Taxes - Cumulative Tax Effects HTML 91K of Primary Differences (Details) 120: R107 Income Taxes - Low Income Housing Tax Credit HTML 55K (Details) 121: R108 Income Taxes Gross Activity of Unrecognized Tax HTML 70K Benefits Related to Uncertain Tax Positions (Details) 122: R109 Commitments and Contingencies - Additional HTML 63K Information (Detail) 123: R110 Commitments and Contingencies - Summary of HTML 72K Contractual Amounts for Unfunded Commitments and Letters of Credit (Detail) 124: R111 Commitments and Contingencies - Contractual HTML 64K Commitments for Lines and Letters of Credit by Maturity (Detail) 125: R112 Commitments and Contingencies Concentration of HTML 44K Lending Activities (Details) 126: R113 Fair Value Accounting - Gains and Losses from Fair HTML 54K Value Changes Included in Consolidated Statement of Operations (Detail) 127: R114 Fair Value Accounting - Fair Value of Assets and HTML 147K Liabilities (Detail) 128: R115 Fair Value Accounting - Change in Level 3 HTML 109K Liabilities Measured at Fair Value on Recurring Basis (Detail) 129: R116 Fair Value Accounting - Assets Measured at Fair HTML 85K Value on Nonrecurring Basis (Detail) 130: R117 Fair Value Accounting - Estimated Fair Value of HTML 174K Financial Instruments (Detail) 131: R118 Fair Value Accounting - Additional Information HTML 87K (Detail) 132: R119 Fair Value Accounting Additional Details (Details) HTML 49K 133: R120 Regulatory Capital Requirements - Summary of HTML 90K Actual Capital Amount and Ratio (Detail) 134: R121 Employee Benefit Plan (Details) HTML 61K 135: R122 Employee Benefit Plan Accumulated Benefit HTML 64K Obligation and Funded Status of SERP (Details) 136: R123 Employee Benefit Plan Net Periodic Benefit Cost HTML 67K (Details) 137: R124 Related Parties (Details) HTML 66K 138: R125 Mergers, Acquisitions and Dispositions - Summary HTML 61K of Operating Results of Discontinued Operations (Detail) 139: R126 Mergers, Acquisitions and Dispositions Assets HTML 47K Acquired and Liabilities Assumed in Acquisition (Details) 140: R127 Mergers, Acquisitions and Dispositions Assets HTML 61K Acquired and Liabilities Assumed (Details) 141: R128 Parent Company Parent Company Balance Sheet HTML 84K (Details) 142: R129 Parent Company Parent Company Condensed Income HTML 90K Statement (Details) 143: R130 Parent Company Parent Company Cash Flows (Details) HTML 127K 144: R131 Segments - Operating Segment Information (Detail) HTML 388K 145: R132 Quarterly Financial Data (Details) HTML 92K 146: R9999 Uncategorized Items - wal-20181231.xml HTML 57K 148: XML IDEA XML File -- Filing Summary XML 291K 147: EXCEL IDEA Workbook of Financial Reports XLSX 240K 8: EX-101.INS XBRL Instance -- wal-20181231 XML 12.55M 10: EX-101.CAL XBRL Calculations -- wal-20181231_cal XML 416K 11: EX-101.DEF XBRL Definitions -- wal-20181231_def XML 2.37M 12: EX-101.LAB XBRL Labels -- wal-20181231_lab XML 3.30M 13: EX-101.PRE XBRL Presentations -- wal-20181231_pre XML 2.77M 9: EX-101.SCH XBRL Schema -- wal-20181231 XSD 358K 149: ZIP XBRL Zipped Folder -- 0001212545-19-000066-xbrl Zip 734K
Exhibit |
SECOND: |
THIRD: | The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware. |
FOURTH: | A.
The total number of shares of all classes of stock which the Corporation shall have authority to issue is 220,000,000 shares consisting of: |
1. | 200,000,000 shares of Common Stock, with a par value of $0.0001 per share (the “Common Stock”); and |
2. | 20,000,000 shares of Preferred Stock, with a par value of $0.0001 per share (the “Preferred Stock”). |
FIFTH: | The
following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders: |
SIXTH: | A. The number of directors shall be no fewer than one and shall be fixed in the manner in the manner provided for in the Bylaws. Each director who is nominated for election as a director as of the date of the 2015 annual meeting of stockholders of the Corporation shall, if elected, hold office until the 2016 annual meeting of |
SEVENTH: | The Board of Directors is expressly empowered to adopt, amend, alter or repeal the Bylaws of the Corporation. The stockholders shall also have power to adopt, amend, alter or repeal the Bylaws of the Corporation. Any adoption, amendment, alteration or repeal of the Bylaws of the Corporation by the stockholders shall require, in addition to any vote of the holders of any class or series of stock of the Corporation
required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class. |
EIGHTH: | A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involved intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. |
NINTH: | Unless
the corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation arising pursuant to any provision of the Delaware General Corporation Law or the Corporation’s Certificate of Incorporation or Bylaws, or (iv) any action asserting a claim against the Corporation governed by the internal affairs doctrine |
TENTH: | The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in any manner now or hereafter permitted by the laws of the State of Delaware and all rights of the stockholders of the Corporation are granted subject to this reservation; provided, however, that, notwithstanding any other provision of this Certificate
of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of this Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal this Article TENTH, Article FIFTH, Article SIXTH, Article SEVENTH, Article EIGHTH, or Article NINTH. |
WESTERN ALLIANCE BANCORPORATION | |||
By: | |||
Name: Randall S. Theisen | |||
Title: Executive Vice President, General Counsel and Secretary |