SIVB » Topics » Explanatory Note

This excerpt taken from the SIVB 8-K filed Jul 24, 2007.


This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by SVB Financial Group on July 19, 2007, and is filed to add a cross reference to Item 2.05 (Costs Associated with Exit or Disposal Activities).


Item 2.05 Costs Associated with Exit or Disposal Activities

The disclosure contained in Item 2.02 and Item 9.01 is incorporated herein by reference.

At this time, the Company is not able in good faith to make a determination of the estimates or range of estimates required by paragraphs (b), (c) and (d) of Item 2.05 of Form 8-K with respect to the cessation of operations of SVB Alliant. The Company will file an amendment to this Current Report on Form 8-K within four business days after it makes a determination for such an estimate or range of estimates, in accordance with Item 2.05 of Form 8-K.

This excerpt taken from the SIVB 10-Q filed Dec 30, 2005.
Explanatory Note


SVB Financial Group (formerly known as Silicon Valley Bancshares) (the “Company”) has restated its interim consolidated financial statements as of and for the three-month period ended March 31, 2005, the consolidated annual financial statements for the years 2004, 2003 and 2002, interim consolidated financial information for each of the quarters within fiscal 2004 and 2003, and selected financial data for fiscal years 2004, 2003, 2002, 2001 and 2000 (the “Restatement”).  As previously disclosed, the Board of Directors decided on July 18, 2005 that the Company should restate these financial statements after concluding that the Company’s accounting for its warrant portfolio should conform to certain accounting pronouncements for derivative instruments interpreting Statement of Financial Accounting Standard  No. 133, as amended.    The restated financial statements reflect changes in the Company’s derivative equity warrant accounting and other related changes.  Additionally, in connection with the Restatement process, the Company reviewed, corrected and modified, where appropriate, certain of its accounting policies and practices which were not in accordance with generally accepted accounting principles in the U.S. (“GAAP”).  Changes made as a result of such corrections are also included in the restated financial statements and the selected financial data as applicable.  For a description of the changes made in connection with the Restatement, see Item 2 of Part I, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Restatement of Financial Statements” below, and Note 3, “Restatement of Financial Statements,” to the accompanying interim consolidated financial statements contained in this report.


Additionally, effective as of May 31, 2005, the Company changed its name from Silicon Valley Bancshares to SVB Financial Group.  The Company’s new name is reflected in this document.


This Amendment No. 1 on Form 10-Q/A (the “Form 10-Q/A”) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, initially filed with the Securities and Exchange Commission (the “SEC”) on May 10, 2005 (the “Original Form 10-Q”), is being filed to reflect restatements of the Company’s Interim Consolidated Balance Sheets as of March 31, 2005, the related Interim Consolidated Statements of Income, Comprehensive Income and Cash Flows for the three month periods ended March 31, 2005 and March 31, 2004, and the notes related thereto.  For a more detailed description of these restatements, see Note 3, “Restatement of Financial Statements,” to the accompanying interim consolidated financial statements, and the section entitled “Restatement of Financial Statements” under Item 2 of Part I, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contained in this Form 10-Q/A.


For the convenience of the reader, this Form 10-Q/A sets forth the Original Form 10-Q in its entirety.  However, this Form 10-Q/A only amends and restates Items 1, 2, 3 and 4 of Part I and Item 3 of Part II, in each case as a result of, and to reflect, the Restatement and related matters.  No other information in the Original Form 10-Q is amended hereby, except for the Company’s name change and certain updated risk factors in Item 3 of Part I.  The foregoing items have not been updated to reflect other events occurring after the filing of the Original Form 10-Q or to modify or update those disclosures affected by subsequent events.  In addition, pursuant to the rules of the SEC, Item 6 of Part II of the Original Form 10-Q has been amended to contain currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Except for the foregoing amended information, this Form 10-Q/A continues to speak as of the date of the Original Form 10-Q and the Company has not updated the disclosure contained herein to reflect events that occurred as of a later date.  Other events occurring after the filing of the Original Form 10-Q or other disclosures necessary to reflect subsequent events have been or will be addressed in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, and/or the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, all of which will be filed after the filing of this Form 10-Q/A, and any reports filed with the SEC subsequent to the date of this filing.


Prior to the filing of this Form 10-Q/A, the Company filed Amendment No. 1 on Form 10-K/A (the “2004 Form 10-K/A”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (the “Original 10-K”) to reflect restatements of the Company’s consolidated financial statements and selected financial data as of and for the periods included in the Original 10-K. With the exception of the 2004 Form 10-K/A, the Company has not amended and does not intend to amend its previously filed Annual Reports on Form 10-K or its Quarterly Reports on Form 10-Q for the periods affected by the Restatement that ended prior to December 31, 2004. For this reason, the consolidated financial statements, report of independent registered public accounting firm and related financial information for the affected periods contained in such reports should no longer be relied upon.





Jul 24, 2007
Dec 30, 2005
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