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SVB Financial Group 10-Q 2008

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-32.1
Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

OR

 

¨ 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: 000-15637

 

 

SVB FINANCIAL GROUP

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   91-1962278

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

3003 Tasman Drive, Santa Clara, California   95054-1191
(Address of principal executive offices)   (Zip Code)

(408) 654-7400

(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  x    No  ¨

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.

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  ¨

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

At April 30, 2008, 32,009,701 shares of the registrant’s common stock ($0.001 par value) were outstanding.

 

 

 

 


Table of Contents

TABLE OF CONTENTS

 

              Page

PART I - FINANCIAL INFORMATION

  
ITEM 1.     

INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

   3
     INTERIM CONSOLIDATED BALANCE SHEETS (UNAUDITED) AS OF MARCH 31, 2008 AND DECEMBER 31, 2007    3
     INTERIM CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007    4
     INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007    5
     INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007    6
     NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)    7
ITEM 2.      MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS    24
ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    49
ITEM 4.      CONTROLS AND PROCEDURES    50
PART II - OTHER INFORMATION   
ITEM 1.      LEGAL PROCEEDINGS    51
ITEM 1A.      RISK FACTORS    51
ITEM 2.      UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS    58
ITEM 3.      DEFAULTS UPON SENIOR SECURITIES    58
ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS    58
ITEM 5.      OTHER INFORMATION    58
ITEM 6.      EXHIBITS    58

SIGNATURE

   59

INDEX TO EXHIBITS

   60

 

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Table of Contents

PART I - FINANCIAL INFORMATION

 

ITEM 1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SVB FINANCIAL GROUP AND SUBSIDIARIES

INTERIM CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 

(Dollars in thousands, except par value and share data)

   March 31,
2008
    December 31,
2007
 

Assets

    

Cash and due from banks

   $ 303,973     $ 325,399  

Securities purchased under agreement to resell and other short-term investment securities

     372,159       358,664  

Investment securities

     1,618,542       1,602,574  

Loans, net of unearned income

     4,349,238       4,151,730  

Allowance for loan losses

     (49,636 )     (47,293 )
                

Net loans

     4,299,602       4,104,437  

Premises and equipment, net of accumulated depreciation and amortization

     36,725       38,628  

Goodwill

     4,092       4,092  

Accrued interest receivable and other assets

     262,210       258,662  
                

Total assets

   $ 6,897,303     $ 6,692,456  
                

Liabilities, Minority Interest and Stockholders’ Equity

    

Liabilities:

    

Deposits:

    

Noninterest-bearing demand

   $ 3,034,885     $ 3,226,859  

Negotiable order of withdrawal (NOW)

     71,440       35,909  

Money market

     1,009,226       941,242  

Time

     386,213       335,110  

Foreign sweep

     267,449       72,083  
                

Total deposits

     4,769,213       4,611,203  

Short-term borrowings

     120,000       90,000  

Other liabilities

     167,016       199,243  

Long-term debt

     893,189       875,254  
                

Total liabilities

     5,949,418       5,775,700  
                

Commitments and contingencies

    

Minority interest in capital of consolidated affiliates

     272,729       240,102  

Stockholders’ equity:

    

Preferred stock, $0.001 par value, 20,000,000 shares authorized; no shares issued and outstanding

     —         —    

Common stock, $0.001 par value, 150,000,000 shares authorized; 31,879,622 and 32,670,557 shares outstanding, respectively

     32       33  

Retained earnings

     678,078       682,911  

Accumulated other comprehensive loss

     (2,954 )     (6,290 )
                

Total stockholders’ equity

     675,156       676,654  
                

Total liabilities, minority interest and stockholders’ equity

   $ 6,897,303     $ 6,692,456  
                

See accompanying notes to interim consolidated financial statements (unaudited).

 

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Table of Contents

SVB FINANCIAL GROUP AND SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

 

     Three months ended March 31,  

(Dollars in thousands, except per share amounts)

   2008     2007  

Interest income:

    

Loans

   $ 89,759     $ 85,232  

Investment securities:

    

Taxable

     13,770       16,293  

Non-taxable

     937       607  

Federal funds sold, securities purchased under agreement to resell and other short-term investment securities

     4,117       3,834  
                

Total interest income

     108,583       105,966  
                

Interest expense:

    

Deposits

     5,269       2,188  

Borrowings

     11,233       10,414  
                

Total interest expense

     16,502       12,602  
                

Net interest income

     92,081       93,364  

Provision for (recovery of) loan losses

     7,723       (407 )
                

Net interest income after provision for (recovery of) loan losses

     84,358       93,771  
                

Noninterest income:

    

Client investment fees

     13,722       12,034  

Foreign exchange fees

     7,844       5,259  

Deposit service charges

     5,891       3,211  

Corporate finance fees

     3,640       2,915  

Letter of credit and standby letter of credit income

     2,946       2,931  

Gains on derivative instruments, net

     2,599       1,973  

(Losses) gains on investment securities, net

     (6,112 )     12,251  

Other

     11,035       6,887  
                

Total noninterest income

     41,565       47,461  
                

Noninterest expense:

    

Compensation and benefits

     53,781       53,360  

Professional services

     8,801       9,150  

Premises and equipment

     5,188       5,142  

Net occupancy

     4,348       4,804  

Business development and travel

     3,422       2,915  

Correspondent bank fees

     1,506       1,549  

Telephone

     1,152       1,433  

Data processing services

     1,077       1,028  

Reduction of provision for unfunded credit commitments

     (165 )     (1,109 )

Other

     4,327       3,845  
                

Total noninterest expense

     83,437       82,117  
                

Income before minority interest in net loss (income) of consolidated affiliates and income tax expense

     42,486       59,115  

Minority interest in net loss (income) of consolidated affiliates

     4,218       (10,356 )
                

Income before income tax expense

     46,704       48,759  

Income tax expense

     18,801       20,368  
                

Net income

   $ 27,903     $ 28,391  
                

Earnings per common share—basic

   $ 0.86     $ 0.82  

Earnings per common share—diluted

   $ 0.81     $ 0.76  

See accompanying notes to interim consolidated financial statements (unaudited).

 

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Table of Contents

SVB FINANCIAL GROUP AND SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

 

     Three months ended March 31,  

(Dollars in thousands)

   2008     2007  

Net income

   $ 27,903     $ 28,391  

Other comprehensive income, net of tax:

    

Foreign currency translation losses, net of tax

     (59 )     (108 )

Change in unrealized gains (losses) on available-for-sale investment securities:

    

Unrealized holding gains, net of tax

     2,911       3,160  

Reclassification adjustment for realized losses (gains) included in net income, net of tax

     484       (186 )
                

Other comprehensive income, net of tax

     3,336       2,866  
                

Comprehensive income

   $ 31,239     $ 31,257  
                

See accompanying notes to interim consolidated financial statements (unaudited).

 

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SVB FINANCIAL GROUP AND SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

     Three months ended March 31,  

(Dollars in thousands)

   2008     2007  

Cash flows from operating activities:

    

Net income

   $ 27,903     $ 28,391  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Provision for (recovery of) loan losses

     7,723       (407 )

(Reduction of) unfunded credit commitments

     (165 )     (1,109 )

Changes in fair values of derivatives, net

     2,325       (482 )

Losses (gains) on investment securities, net

     6,112       (12,251 )

Depreciation and amortization

     5,906       4,771  

Minority interest in net (loss) income of consolidated affiliates

     (4,218 )     10,356  

Tax benefit of original issue discount

     627       819  

Tax benefits of share-based compensation and other

     620       321  

Amortization of share-based compensation

     3,647       3,648  

Amortization of deferred warrant-related loan fees

     (1,862 )     (1,561 )

Deferred income tax expense

     8,669       2,533  

Loss on valuation adjustments to other real estate owned property

     114       —    

Changes in other assets and liabilities:

    

Accrued interest receivable

     3,928       45  

Accounts receivable

     269       (233 )

Income tax receivable, net

     2,969       (4,900 )

Accrued compensation

     (42,914 )     (26,024 )

Foreign exchange spot contract assets

     4,050       544  

Other, net

     2,627       8,953  
                

Net cash provided by operating activities

     28,330       13,414  
                

Cash flows from investing activities:

    

Purchases of available-for-sale securities

     (27,726 )     (13,155 )

Proceeds from sales of available-for-sale securities

     910       1,933  

Proceeds from maturities and pay downs of available-for-sale securities

     43,831       79,442  

Purchases of nonmarketable securities (cost and equity method accounting)

     (15,956 )     (7,433 )

Proceeds from sales of nonmarketable securities (cost and equity method accounting)

     1,801       4,783  

Proceeds from nonmarketable securities (cost and equity method accounting)

     354       2,075  

Purchases of nonmarketable securities (investment fair value accounting)

     (26,847 )     (16,698 )

Proceeds from sales of nonmarketable securities (investment fair value accounting)

     5,767       3,934  

Net (increase) decrease in loans

     (204,028 )     119,601  

Proceeds from recoveries of charged-off loans

     828       2,266  

Payment for acquisition of intangibles, net of cash acquired

     —         (209 )

Purchases of premises and equipment

     (1,983 )     (3,859 )
                

Net cash (used for) provided by investing activities

     (223,049 )     172,680  
                

Cash flows from financing activities:

    

Net increase (decrease) in deposits

     158,010       (161,418 )

Repayment of long-term debt

     (244 )     —    

Increase (decrease) in short-term borrowings

     30,000       (99,636 )

Capital contributions from minority interest participants, net of distributions

     37,358       18,622  

Stock compensation related tax benefits

     774       1,841  

Proceeds from issuance of common stock

     5,510       5,907  

Repurchases of common stock

     (44,620 )     (19,121 )
                

Net cash provided by (used for) financing activities

     186,788       (253,805 )
                

Net decrease in cash and cash equivalents

     (7,931 )     (67,711 )

Cash and cash equivalents at beginning of year

     684,063       632,585  
                

Cash and cash equivalents at end of period

   $ 676,132     $ 564,874  
                

See accompanying notes to interim consolidated financial statements (unaudited).

 

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Table of Contents

SVB FINANCIAL GROUP AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Description of Business

SVB Financial Group (“SVB Financial” or the “Parent”) is a diversified financial services company, as well as a bank holding company and financial holding company. SVB Financial was incorporated in the state of Delaware in March 1999. Through our various subsidiaries and divisions, we offer a variety of banking and financial products and services to support our clients throughout their life cycles. In this Quarterly Report on Form 10-Q, when we refer to “SVB Financial Group,” the “Company,” “we,” “our,” “us” or use similar words, we mean SVB Financial Group and all of its subsidiaries collectively, including Silicon Valley Bank (the “Bank”). When we refer to “SVB Financial” or the “Parent” we are referring only to the parent company, SVB Financial Group.

2. Basis of Presentation

The accompanying unaudited interim consolidated financial statements reflect all adjustments of a normal and recurring nature that are, in the opinion of management, necessary to fairly present our financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Such interim financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The results of operations for the three months ended March 31, 2008 are not necessarily indicative of results to be expected for any future periods. These interim consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2007 (“2007 Form 10-K”).

The accompanying interim consolidated financial statements have been prepared on a consistent basis with the accounting policies described in Consolidated Financial Statements and Supplementary Data—Note 2 (Summary of Significant Accounting Policies) under Part II, Item 8 of our 2007 Form 10-K.

The preparation of interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure 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. Estimates may change as new information is obtained. Significant items that are subject to such estimates include the valuation of non-marketable securities, the adequacy of the allowance for loan losses, valuation of equity warrant assets, the recognition and measurement of income tax assets and liabilities, and the adequacy of the reserve for unfunded credit commitments.

In July 2007, we reached a decision to cease operations at SVB Alliant, our investment banking subsidiary, which provided advisory services in the areas of mergers and acquisitions, corporate finance, strategic alliances and private placements. We elected to have SVB Alliant complete a limited number of client transactions before finalizing its shut-down. As of March 31, 2008 all such client transactions have been completed. Other than the completion of wind-down activities, all operations at SVB Alliant have been ceased as of March 31, 2008. We have not presented the results of operations of SVB Alliant in discontinued operations for the first quarter of 2008 or for any comparative period presented based on our assessment of the materiality of Alliant’s results to our consolidated results of operations.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentations.

Recent Accounting Pronouncements

We adopted SFAS No. 157, Fair Value Measurements (“SFAS No. 157”) on January 1, 2008. SFAS No. 157 defines fair value, establishes a market-based framework or hierarchy for measuring fair value, and expands disclosures about fair value measurements. SFAS No. 157 is applicable whenever another accounting pronouncement requires or permits assets and liabilities to be measured at fair value. SFAS No. 157 does not expand or require any new fair value measures. In February 2008, the FASB decided that an entity need not apply this standard to nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis until 2009. Accordingly, our adoption of this standard in 2008 was limited to financial assets and liabilities. The adoption of SFAS No. 157 did not have a material effect on our financial condition or results of operations. We are still in the process of evaluating this standard with respect to its effect on nonfinancial assets and liabilities and therefore have not yet determined the impact that it will have on our financial statements upon full adoption on January 1, 2009. Nonfinancial assets and liabilities for which we have not applied the provisions of SFAS No. 157 include those measured at fair value in impairment testing and those initially measured at fair value in a business combination.

 

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We adopted SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115 (“SFAS No. 159”) on January 1, 2008. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Entities that elect the fair value option will report unrealized gains and losses in earnings at each subsequent reporting date. The fair value option may be elected on an instrument-by-instrument basis, with a few exceptions. SFAS No. 159 also establishes presentation and disclosure requirements to facilitate comparisons between companies that choose different measurement attributes for similar assets and liabilities. The adoption of SFAS No. 159 did not have an effect on our financial condition or results of operations as we did not elect this fair value option.

In May 2007, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants (“AICPA”) issued Statement of Position (“SOP”) 07-1, Clarification of the Scope of the Audit and Accounting Guide ‘Investment Companies’ and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies (“SOP 07-1”). This new standard provides guidance for determining whether an entity is an “investment company,” as defined in the pronouncement, and whether the specialized industry accounting principles for investment companies should be retained in the consolidated financial statements of the parent or of an equity method investor. As originally issued, SOP 07-1 was effective for the year beginning January 1, 2008; however, on February 14, 2008, the FASB issued FASB Staff Position No. SOP 07-1-1, Effective Date of AICPA Statement of Position 07-1, which delays indefinitely the effective date of SOP 07-1. We are currently monitoring any changes to the existing guidance.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS No. 141R”). SFAS No. 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS No. 141R also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS No. 141R is effective for fiscal years beginning after December 15, 2008 and applies prospectively to our business combinations for which the acquisition date is on or after January 1, 2009.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51 (“SFAS No. 160”). SFAS No. 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS No. 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. We are currently assessing the impact of SFAS No. 160 on our consolidated financial position and results of operations.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (“SFAS No. 161”). SFAS No. 161 requires companies with derivative instruments to provide enhanced disclosure information that should enable financial statement users to better understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS No. 133”) and how derivative instruments and related hedged items affect a company’s financial position, financial performance and cash flows. SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008. We are currently assessing the impact of SFAS No. 161 on our consolidated financial position and results of operations. The principal impact of SFAS No. 161 will require us to expand our disclosures regarding our derivative instruments.

 

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3. Earnings Per Share (“EPS”)

The following is a reconciliation of basic EPS to diluted EPS:

 

     Three months ended March 31,

(Dollars and shares in thousands, except per share amounts)

   2008    2007

Numerator:

     

Net income

   $ 27,903    $ 28,391
             

Denominator:

     

Weighted average common shares outstanding-basic

     32,280      34,422

Weighted average effect of dilutive securities:

     

Stock options

     1,012      1,328

Restricted stock awards and units

     73      93

Convertible debt (See Note 8 "Short-Term Borrowings and Long-Term Debt")

     1,218      1,320
             

Denominator for diluted calculation

     34,583      37,163
             

Net income per share:

     

Basic

   $ 0.86    $ 0.82
             

Diluted

   $ 0.81    $ 0.76
             

Stock options with exercise prices greater than the average market price of the common stock were excluded from the diluted EPS calculation as their inclusion would have been anti-dilutive. Warrants outstanding under the warrant agreement entered into concurrent with the issuance of our contingently convertible notes in May 2003 were excluded from the diluted calculation for the three months ended March 31, 2008 and 2007, as their exercise price was higher than the average market price of the common stock and hence their inclusion would have been anti-dilutive. We included the dilutive effect of the $150.0 million zero-coupon, convertible subordinated notes in our diluted EPS calculation using the treasury stock method, in accordance with the provisions of EITF No. 90-19, Convertible Bonds With Issuer Option to Settle in Cash Upon Conversion and SFAS No. 128, Earnings Per Share.

In September 2004, the Emerging Issues Task Force (“EITF”) reached final consensus on EITF 04-8, The Effect of Contingently Convertible Instruments on Diluted EPS. Under this standard, contingently convertible debt should be treated as convertible debt and included in the calculation of diluted EPS. The assumed proceeds under the treasury stock method were calculated by subtracting the aggregate weighted average conversion price from the average market price of the shares related to the contingently convertible debt.

The following table summarizes the potential common shares excluded from the diluted EPS calculation:

 

     Three months ended March 31,

(Shares in thousands)

   2008    2007

Stock options

   880    890

Restricted stock awards and units

   3    —  

Warrants (Note 9 “Derivative Financial Instruments”)

   4,451    4,455
         

Total

   5,334    5,345
         

4. Share-Based Compensation

For the three months ended March 31, 2008 and 2007, we recorded share-based compensation expense of $3.5 million and $3.8 million, respectively, resulting in the recognition of $0.8 million and $1.8 million, respectively, in related tax benefits.

Unrecognized Compensation Expense

At March 31, 2008, unrecognized share-based compensation expense was as follows:

 

(Dollars in thousands)

   Unrecognized Expense    Average Expected
Recognition Period -
in Years

Stock options

   $ 6,414    1.04

Restricted stock awards and units

     10,839    1.76
         

Total unrecognized share-based compensation expense

   $ 17,253   
         

 

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Share-Based Payment Award Activity

The table below provides stock option information related to the 1989 Stock Option Plan, the 1997 Equity Incentive Plan and the 2006 Equity Incentive Plan for the three months ended March 31, 2008:

 

     Shares     Weighted-
Average
Exercise Price
   Weighted-
Average
Remaining
Contractual
Life in Years
   Aggregate
Intrinsic Value
of In-The-
Money Options

Outstanding at December 31, 2007

   3,769,229     $ 33.74      

Granted

   13,850       46.43      

Exercised

   (186,461 )     29.84      

Forfeited

   (6,623 )     46.79      

Expired

   (2,627 )     44.38      
              

Outstanding at March 31, 2008

   3,587,368       33.96    3.39    $ 39,293,389
              

Vested and expected to vest at March 31, 2008

   3,505,562       33.62    3.34      39,272,990
              

Exercisable at March 31, 2008

   2,758,146     $ 30.25    2.96    $ 38,115,237
              

The aggregate intrinsic value of outstanding options shown in the table above represents the pretax intrinsic value based on our closing stock price of $43.64 at March 31, 2008. The total intrinsic value of options exercised during the three months ended March 31, 2008 and 2007 was $3.3 million and $5.5 million, respectively.

The table below provides information for restricted stock awards and restricted stock units under the 1989 Stock Option Plan, the 1997 Equity Incentive Plan and the 2006 Equity Incentive Plan for the three months ended March 31, 2008:

 

     Shares     Weighted-Average
Grant Date Fair Value

Nonvested at December 31, 2007

   376,181     $ 44.58

Granted

   7,458       47.00

Vested

   (3,429 )     45.59

Forfeited

   (2,836 )     45.00
        

Nonvested at March 31, 2008

   377,374     $ 44.62
        

 

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5. Securities Purchased under Agreement to Resell and Other Short-Term Investment Securities

The following table details the securities purchased under agreement to resell and other short-term investment securities at March 31, 2008 and December 31, 2007, respectively:

 

(Dollars in thousands)

   March 31, 2008    December 31, 2007

Securities purchased under agreement to resell

   $ 51,719    $ 62,181

Interest-earning deposits

     83,876      81,553

Other short-term investment securities

     236,564      214,930
             

Total securities purchased under agreement to resell and other short-term investment securities

   $ 372,159    $ 358,664
             

6. Investment Securities

The detailed composition of our investment securities at March 31, 2008 and December 31, 2007 is presented as follows:

 

(Dollars in thousands)

   March 31, 2008    December 31, 2007

Marketable securities:

     

Available-for-sale securities, at fair value

   $ 1,246,465    $ 1,259,106

Marketable securities (investment company fair value accounting) (1)

     4,837      3,591

Non-marketable securities (investment company fair value accounting):

     

Private equity fund investments (2)

     211,361      194,862

Other private equity investments (3)

     52,287      44,872

Other investments (4)

     3,065      12,080

Non-marketable securities (equity method accounting):

     

Other investments (5)

     21,266      21,299

Low income housing tax credit funds

     23,509      24,491

Non-marketable securities (cost method accounting):

     

Private equity fund investments (6)

     45,686      35,006

Other private equity investments

     10,066      7,267
             

Total investment securities

   $ 1,618,542    $ 1,602,574
             

 

(1) Marketable securities (investment company fair value accounting) represent investments managed by us that were originally made within our non-marketable securities portfolio that have been converted into publicly-traded shares. At March 31, 2008 and December 31, 2007 they include investments made by the following funds:

 

     March 31, 2008     December 31, 2007  

(Dollars in thousands)

   Amount    Ownership %     Amount    Ownership %  

Partners for Growth, LP

   $ 3,981    50.0 %   $ 2,556    50.0 %

SVB India Capital Partners I, LP

     856    13.9 %     1,035    13.9 %
                  

Total marketable securities

   $     4,837      $     3,591   
                  

 

(2) Private equity fund investments at March 31, 2008 and December 31, 2007 include investments made by the following consolidated funds of funds:

 

     March 31, 2008     December 31, 2007  

(Dollars in thousands)

   Amount    Ownership %     Amount    Ownership %  

SVB Strategic Investors Fund, LP

   $ 70,160    12.6 %   $ 68,744    12.6 %

SVB Strategic Investors Fund II, LP

     87,854    8.6       81,382    8.6  

SVB Strategic Investors Fund III, LP

     53,347    5.9 %     44,736    5.9 %
                  

Total private equity fund investments

   $ 211,361      $ 194,862   
                  

 

(3) Other private equity investments at March 31, 2008 and December 31, 2007 include investments made by the following consolidated co-investment funds:

 

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     March 31, 2008     December 31, 2007  

(Dollars in thousands)

   Amount    Ownership %     Amount    Ownership %  

Silicon Valley BancVentures, LP

   $ 26,886    10.7 %   $ 28,068    10.7 %

SVB Capital Partners II, LP (i)

     23,065    5.1       14,458    5.1  

SVB India Capital Partners I, LP

     2,336    13.9 %     2,346    13.9 %
                  

Total other private equity investments

   $ 52,287      $ 44,872   
                  

 

  (i) At March 31, 2008, we had a direct ownership interest of 1.3% and an indirect ownership interest of 3.8% in the fund through our ownership interest of SVB Strategic Investors Fund II, LP.

 

(4) Other investments within non-marketable securities (investment company fair value accounting) include investments made by Partners for Growth, LP, a consolidated sponsored debt fund. At March 31, 2008, we had a majority ownership interest of approximately 50.0% in the fund. Partners for Growth, LP is managed by a third party and we do not have an ownership interest in the general partner of this fund.

 

(5) Other investments within non-marketable securities (equity method accounting) at March 31, 2008 and December 31, 2007 include investments made in the following sponsored debt funds:

 

     March 31, 2008     December 31, 2007  

(Dollars in thousands)

   Amount    Ownership %     Amount    Ownership %  

Gold Hill Venture Lending 03, LP (i)

   $ 14,284    9.3 %   $ 15,915    9.3 %

Partners for Growth II, LP

     6,982    24.2 %     5,384    24.2 %
                  

Total other investments

   $ 21,266      $ 21,299   
                  

 

  (i) At March 31, 2008, we had a direct ownership interest of 4.8% in the fund. In addition, at March 31, 2008, we had an indirect ownership interest of 90.7% in the fund’s general partner, Gold Hill Venture Lending Partners 03, LLC (“GHLLC”). GHLLC has a direct ownership interest of 5.0% in Gold Hill Venture Lending 03, LP and its parallel funds. Taking into consideration our ownership interest of GHLLC, our direct and indirect ownership interest in Gold Hill Venture Lending 03, LP is 9.3%.

 

(6) Represents investments in 334 and 324 private equity funds at March 31, 2008 and December 31, 2007, respectively, where our ownership interest is less than 5%.

The following table summarizes our unrealized losses on our available-for-sale investment securities portfolio into categories of less than 12 months, or 12 months or longer, at March 31, 2008:

 

     March 31, 2008  
     Less than 12 months     12 months or longer     Total  
     Fair Value of
Investments
   Unrealized
Losses
    Fair Value of
Investments
   Unrealized
Losses
    Fair Value of
Investments
   Unrealized
Losses
 

(Dollars in thousands)

               

U.S. agencies and corporations:

               

Collateralized mortgage obligations (1)

   $ 73,926    $ (1,283 )   $ 155,912    $ (6,339 )   $ 229,838    $ (7,622 )

Mortgage-backed securities (1)

     99,689      (1,316 )     70,949      (2,127 )     170,638      (3,443 )

Commercial mortgage-backed securities (1)

     9,704      (192 )     48,075      (1,728 )     57,779      (1,920 )

Municipal bonds and notes

     36,048      (730 )     —        —         36,048      (730 )

Marketable equity securities

     2,907      (2,609 )     —        —         2,907      (2,609 )
                                             

Total temporarily impaired securities

   $ 222,274    $ (6,130 )   $ 274,936    $ (10,194 )   $ 497,210    $ (16,324 )
                                             

 

(1)

As of March 31, 2008, we identified a total of 129 investments that were in unrealized loss positions, of which 44 investments totaling $274.9 million with unrealized losses of $10.2 million had fair values less than their adjusted cost for a period of time greater than 12 months. Securities classified as collateralized mortgage obligations totaling $155.9 million with unrealized losses of $6.3 million were originally purchased between May 2002 and July 2005. Securities classified as mortgage-backed securities totaling $70.9 million with unrealized losses of $2.1 million were originally purchased between June 2003 and March 2005. Securities classified as commercial mortgage-backed securities totaling $48.1 million with unrealized losses of $1.7 million were originally purchased between April 2005 and July 2005. All investments with unrealized losses for a period of time greater than 12 months are either rated AAA by Moody’s or S&P or are issued by a government sponsored enterprise. The unrealized losses are due to increases in market interest rates or increases in market spreads to benchmark interest rates. Based on the underlying credit quality of the

 

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investments, we expect these impairments to be temporary and as such, we expect to recover impairments prior to maturity and we have the intent and ability to hold the securities until the market value recovers or until maturity. Market valuations and impairment analyses on assets in the investment portfolio are reviewed and monitored on an ongoing basis.

The following table summarizes our unrealized losses on our available-for-sale investment securities portfolio into categories of less than 12 months, or 12 months or longer, as of December 31, 2007:

 

     December 31, 2007  
     Less than 12 months     12 months or longer     Total  

(Dollars in thousands)

   Fair Value of
Investments
   Unrealized
Losses
    Fair Value of
Investments
   Unrealized
Losses
    Fair Value of
Investments
   Unrealized
Losses
 

U.S. agencies and corporations:

               

Collateralized mortgage obligations

   $ —      $ —       $ 408,238    $ (7,828 )   $ 408,238    $ (7,828 )

Mortgage-backed securities

     9,759      (12 )     331,300      (5,700 )     341,059      (5,712 )

U.S. agency debentures

     —        —         74,575      (440 )     74,575      (440 )

Commercial mortgage-backed securities

     —        —         51,380      (740 )     51,380      (740 )

Municipal bonds and notes

     24,327      (240 )     —        —         24,327      (240 )

Marketable equity securities

     7,391      (884 )     —        —         7,391      (884 )
                                             

Total temporarily impaired securities

   $ 41,477    $ (1,136 )   $ 865,493    $ (14,708 )   $ 906,970    $ (15,844 )
                                             

The following table presents the components of gains and losses on investment securities for the three months ended March 31, 2008 and 2007:

 

     Three months ended March 31,  

(Dollars in thousands)

   2008     2007  

Gross gains on investment securities:

    

Available-for-sale securities, at fair value

   $ 66     $ 318  

Marketable securities (investment company fair value accounting)

     —         42  

Non-marketable securities (investment company fair value accounting):

    

Private equity fund investments

     10,100       12,592  

Other private equity investments

     1,718       47  

Other investments

     —         567  

Non-marketable securities (equity method accounting):

    

Other investments

     369       324  

Non-marketable securities (cost method accounting):

    

Private equity fund investments

     284       224  

Other private equity investments

     —         227  
                

Total gross gains on investment securities

     12,537       14,341  
                

Gross losses on investment securities:

    

Available-for-sale securities, at fair value

     (887 )     —    

Marketable securities (investment company fair value accounting)

     (1,913 )     —    

Non-marketable securities (investment company fair value accounting):

    

Private equity fund investments

     (7,317 )     (1,206 )

Other private equity investments

     (1,653 )     (700 )

Other investments

     (5,514 )     —    

Non-marketable securities (equity method accounting):

    

Other investments

     (1,091 )     —    

Non-marketable securities (cost method accounting):

    

Private equity fund investments

     (274 )     (184 )

Other private equity investments

     —         —    
                

Total gross losses on investment securities

     (18,649 )     (2,090 )
                

(Losses) gains on investment securities, net

   $ (6,112 )   $ 12,251  
                

 

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Net losses on investment securities of $6.1 million for the three months ended March 31, 2008 were mainly attributable to net losses of $8.0 million from our sponsored debt funds and $0.8 million from the sale of certain equity securities, which are publicly-traded shares acquired upon exercise of equity warrant assets and are typically subject to transfer restrictions. These net losses were partially offset by net gains of $2.8 million from our managed funds of funds. Included in the $8.0 million in net losses from our sponsored debt funds are $7.8 million of net losses from valuations mainly attributable to a decrease in the share price of one investment, which was subject to transfer restrictions. Of the $6.1 million in net losses, $1.9 million was attributable to minority interests and these amounts are reflected in the interim consolidated statements of income under the caption “Minority Interest in Net Loss (Income) of Consolidated Affiliates”.

7. Loans and Allowance for Loan Losses

The composition of loans, net of unearned income of $28.3 million and $26.4 million at March 31, 2008 and December 31, 2007, respectively, is presented in the following table:

 

(Dollars in thousands)

   March 31, 2008    December 31, 2007

Commercial loans

   $ 3,509,868    $ 3,321,911

Premium wine (1)

     372,663      378,148

Community development loans (2)

     54,340      52,094

Consumer and other (3)

     412,367      399,577
             

Total loans, net of unearned income

   $ 4,349,238    $ 4,151,730
             

 

(1) Premium wine consists of loans for vineyard development as well as financial solutions to meet the needs of our clients’ premium wineries and vineyards.
(2) Community development loans consist of low income housing loans made to fulfill our responsibilities under the Community Reinvestment Act.
(3) Consumer and other loans consist of loans to targeted high-net-worth individuals using both long-term secured and short-term unsecured lines of credit. These products and services include home equity lines of credit, secured lines of credit, restricted stock purchase loans, and capital call lines of credit. This category also includes loans made to eligible employees through our Employee Home Ownership Plan.

The activity in the allowance for loan losses for the three months ended March 31, 2008 and 2007 was as follows:

 

     Three months ended March 31,  

(Dollars in thousands)

   2008     2007  

Allowance for loan losses, beginning balance

   $ 47,293     $ 42,747  

Provision for (recovery of) loan losses

     7,723       (407 )

Loan charge-offs

     (6,208 )     (4,350 )

Loan recoveries

     828       2,266  
                

Allowance for loan losses, ending balance

   $ 49,636     $ 40,256  
                

The aggregate investment in loans for which impairment has been determined in accordance with SFAS No. 114, Accounting by Creditors for Impairment of a Loan (“SFAS No. 114”) was $7.6 million at both March 31, 2008 and December 31, 2007. The allocation of the allowance for loan losses related to impaired loans was $1.7 million and $1.4 million at March 31, 2008 and December 31, 2007, respectively. Average impaired loans for the three months ended March 31, 2008 and 2007 was $8.2 million and $10.5 million, respectively. If these loans had not been impaired, $0.1 million and $0.3 million in interest income would have been recorded for the three months ended March 31, 2008 and 2007, respectively.

 

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8. Short-Term Borrowings and Long-Term Debt

The following table represents outstanding short-term borrowings and long-term debt outstanding at March 31, 2008 and December 31, 2007:

 

(Dollars in thousands)

   Maturity   March 31, 2008    December 31, 2007

Short-term borrowings:

       

Federal funds purchased

   Less than One Month (1)   $ 35,000    $ —  

FHLB advances

   Less than One Month (1)     85,000      90,000
               

Total short-term borrowings

     $ 120,000    $ 90,000
               

Long-term debt:

       

FHLB advances

   (2)   $ 150,000    $ 150,000

5.70% senior notes

   June 1, 2012     268,288      259,706

6.05% subordinated notes

   June 1, 2017     268,703      261,099

Contingently convertible debt (4)

   June 15, 2008     149,448      149,269

7.0% junior subordinated debentures

   October 15, 2033     54,273      52,511

8.0% long-term notes payable

   (3)     2,477      2,669
               

Total long-term debt

     $ 893,189    $ 875,254
               

 

(1) Represents remaining maturity as of the date reported.
(2) Represents Federal Home Loan Bank (“FHLB”) advances of $50 million maturing in November 2008, $50 million maturing in May 2009 and $50 million maturing in November 2009.
(3) Long-term debt payable was assumed in relation to the acquisition of a 65% interest in eProsper in 2006 and was repayable beginning January 1, 2008 with last repayment due November 2009.
(4) We received conversion notices relating to our contingently convertible debt in an aggregate principal amount of $52 thousand during the three months ended March 31, 2008. At March 31, 2008, 4,451,092 shares of our common stock were available for conversion through June 15, 2008.

Interest expense related to short-term borrowings and long-term debt was $11.2 million and $10.4 million for the three months ended March 31, 2008 and 2007, respectively. The weighted average interest rates associated with our short-term borrowings and long-term debt outstanding were 4.03 percent and 4.69 percent for the three months ended March 31, 2008 and 2007, respectively.

Available Lines of Credit

At March 31, 2008, we had available $1.30 billion in uncommitted federal funds lines of credit, of which $1.27 billion were unused. We have repurchase agreements with multiple securities dealers, which allow us to access short-term borrowings by using fixed income securities as collateral. At March 31, 2008, we had not borrowed against our repurchase lines. We also pledge securities to the Federal Home Loan Bank of San Francisco and the discount window at the Federal Reserve Bank. The market value of collateral pledged to the Federal Home Loan Bank of San Francisco at March 31, 2008 totaled $267.2 million, of which $32.2 million was unused. The market value of collateral pledged at the discount window of the Federal Reserve Bank in accordance with our risk management practices totaled $65.4 million at March 31, 2008. We have not borrowed against this pledged collateral.

 

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9. Derivative Financial Instruments

The total notional or contractual amounts, credit risk amount and estimated net fair value for derivatives at March 31, 2008 and December 31, 2007, respectively, were as follows:

 

     March 31, 2008     December 31, 2007  

(Dollars in thousands)

   Notional or
contractual
amount
   Credit risk
amount (1)
   Estimated net
fair value
    Notional or
contractual
amount
   Credit risk
amount (1)
   Estimated net
fair value
 

Fair Value Hedges

                

Interest rate swap - senior notes

   $ 250,000    $ 18,487    $ 18,487     $ 250,000    $ 9,878    $ 9,878  

Interest rate swap - subordinated notes

     250,000      19,215      19,215       250,000      11,621      11,621  

Interest rate swap - junior subordinated debt

     50,000      —        (53 )     50,000      —        (1,304 )

Derivatives - Other

                

Foreign exchange forwards

     600,257      13,948      (900 )     580,861      12,290      1,586  

Foreign currency options

     132,665      1,018      —         63,906      492      —    

Equity warrant assets

   $ 107,354    $ 32,906    $ 32,906     $ 101,035    $ 31,317    $ 31,317  

 

(1) Credit risk amounts reflect the replacement cost for those contracts in a gain position in the event of nonperformance by all such counterparties.

Fair Value Hedges

On May 15, 2007, the Bank issued 5.70% senior notes, due June 1, 2012, in an aggregate principal amount of $250.0 million and 6.05% subordinated notes, due June 1, 2017, in an aggregate principal amount of $250.0 million (collectively, the “Notes”). Concurrent with the issuance of the Notes, we entered into interest rate swap agreements, whereby we swapped the fixed interest rate of the Notes with a variable interest rate based on the London Inter-Bank Offered Rate (“LIBOR”) to hedge against the risk of changes in fair values due to changes in interest rates. We use the “shortcut” method for these fair value hedges. In order to assume no ineffectiveness, we ensure that all the shortcut method requirements of SFAS No. 133 for this type of hedge relationship are met. The interest rate swap agreements provided a cash benefit of $0.3 million for both the senior notes and the subordinated notes for the three months ended March 31, 2008, which were recognized in the consolidated statements of income as a reduction in interest expense.

In October 2003, we entered into an interest rate swap agreement whereby we swapped the fixed interest rate of our 7.0% junior subordinated debentures with a variable interest rate based on LIBOR. Subsequently, in April 2006, we designated this interest rate swap as a fair value hedge. The interest rate swap agreement provided a cash benefit of $0.2 million and $0.1 million for the three months ended March 31, 2008 and 2007, respectively. The cash benefit was recognized in the consolidated statements of income as a reduction in interest expense. For the three months ended March 31, 2008, we recorded a loss resulting from a non-cash decrease in fair value of the fair value hedge agreement of $0.5 million, which was reflected in gains on derivative instruments, net.

Derivatives - Other

We enter into various derivative contracts primarily to provide derivative products or services to customers. All of these contracts are carried at fair value with changes in fair value recorded as gains on derivatives, net as part of our noninterest income, a component of consolidated net income.

We obtain equity warrant assets to purchase an equity position in a client company’s stock in consideration for providing credit facilities and less frequently for providing other services. The change in fair value of equity warrant assets is recorded as gains on derivative instruments, net, in noninterest income, a component of consolidated net income. Total net gains on equity warrant assets from gains on exercise and changes in fair value were $5.5 million and $1.4 million for the three months ended March 31, 2008 and 2007, respectively.

Derivative Fair Value Instruments Indexed to and Potentially Settled in a Company’s Own Stock

On May 20, 2003, we issued $150.0 million of zero-coupon, convertible subordinated notes at face value, due June 15, 2008 (the “2003 Convertible Notes”). Concurrent with the issuance of the 2003 Convertible Notes, we entered into a convertible note hedge (purchased call option) at a cost of $39.3 million, and a warrant agreement providing proceeds of $17.4 million with respect to our common stock, with the objective of decreasing our exposure to potential dilution from conversion of the contingently convertible notes.

At issuance, under the terms of the convertible note hedge, upon the occurrence of conversion events, we have the right to purchase up to 4,460,610 shares of our common stock from the counterparty at a price of $33.6277 per common share. The convertible note hedge agreement will expire on June 15, 2008. We have the option to settle any amounts due under the

 

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convertible hedge either in cash or net shares of our common stock. The cost of the convertible note hedge is included in stockholders’ equity in accordance with the guidance in EITF 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s own Stock. For the three months ended March 31, 2008 we exercised our right to purchase 1,546 shares under the terms of the convertible note hedge.

At issuance, under the warrant agreement, the counterparty could purchase up to 4,460,608 shares of our common stock at $51.34 per share, upon the occurrence of conversion events defined above. The warrant transaction will expire on June 15, 2008. Due to conversion events for the three months ended March 31, 2008, the counterparty’s right to purchase our stock under warrant has been decreased by 1,546 shares (see Note 3 (Earnings Per Share)).

10. Common Stock Repurchases

In July 2007, our Board of Directors approved a stock repurchase program, authorizing us to purchase up to $250.0 million of our common stock. We repurchased 1.0 million shares of our common stock for the three months ended March 31, 2008 totaling $44.6 million, compared to 0.4 million shares for the comparable 2007 period totaling $19.1 million. At March 31, 2008, $105.1 million of our common stock remained authorized for repurchase under our common stock repurchase program, which expires on July 31, 2008.

11. Segment Reporting

SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information (“SFAS No. 131”), requires that we report certain financial and descriptive information about our reportable operating segments, as well as related disclosures about products and services, geographic areas and major customers. Our reportable operating segments results are regularly reviewed internally by our chief operating decision maker (“CODM”) when evaluating segment performance and deciding how to allocate resources and in assessing performance. Our CODM is our Chief Executive Officer (“CEO”).

For management reporting purposes, we offer clients financial products and services through four strategic operating segments: Commercial Banking, SVB Capital, SVB Alliant and Other Business Services. Our Other Business Services group includes SVB Global, SVB Private Client Services, SVB Analytics and SVB Wine Division. In July 2007, we reached a decision to cease operations at SVB Alliant, our investment banking subsidiary, which provided advisory services in the areas of mergers and acquisitions, corporate finance, strategic alliances and private placements. We elected to have SVB Alliant complete a limited number of client transactions before finalizing its shut-down. As of March 31, 2008 all such client transactions have been completed. Other than the completion of wind-down activities, all operations at SVB Alliant have been ceased as of March 31, 2008. We have not presented the results of operations of SVB Alliant in discontinued operations for the first quarter of 2008 or for any comparative period presented based on our assessment of the materiality of SVB Alliant’s results to our consolidated results of operations. We continue to report the results of operations of SVB Alliant as a separate operating segment for the first quarter of 2008. SVB Alliant will no longer be reported as an operating segment in the second quarter of 2008.

Unlike financial reporting, which benefits from the comprehensive structure provided by GAAP, the internal profitability reporting process is highly subjective, as there is no comprehensive, authoritative guidance for management reporting. Our management reporting process measures the performance of our operating segments based on our internal operating structure and is not necessarily comparable with similar information for other financial services companies. In addition, changes in an individual client’s primary relationship designation have resulted, and may in the future result, in the inclusion of certain clients in different segments in different periods. We have reclassified certain prior period amounts to conform to the current period’s presentation.

An operating segment is separately reportable if it exceeds any one of several quantitative thresholds specified in SFAS No. 131. Of our operating segments, only Commercial Banking, SVB Capital and SVB Alliant were determined to be reportable segments as of March 31, 2008. SVB Global, SVB Private Client Services, SVB Analytics and SVB Wine Division did not meet the separate reporting thresholds and as a result, in the table below, have been aggregated in a column labeled “Other Business Services” for segment reporting purposes.

The Reconciling Items column reflects certain other business service units that did not meet the separate reporting thresholds, and those adjustments necessary to reconcile the results of the operating segments based on our internal profitability reporting process to the consolidated financial statements prepared in conformity with GAAP. Our CODM allocates resources to and assesses the performance of each operating segment based on net interest income, noninterest income and noninterest expense, which are presented as components of segment operating profit or loss before income taxes. Net interest income, our primary source of revenue, is reported net of funds transfer pricing (“FTP”). FTP is an internal measurement framework designed to assess the financial impact of a financial institution’s sources and uses of funds. It is the mechanism by which an earnings credit is given for deposits raised and an earnings charge is made for funded loans. In addition, we evaluate assets based on average balances; therefore, period-end asset balances are not presented for segment reporting purposes. We have not reached reportable levels of revenue, net income or assets outside the United States and as such we do not present geographic segment information.

 

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FTP is calculated by applying a transfer rate to pooled, or aggregated, loan and deposit volumes, effective January 1, 2008. Prior to January 1, 2008, FTP was calculated at an instrument level based on account characteristics. Effective January 1, 2008, expenses reported under each operating segment relate only to the direct and allocated direct costs associated with each segment. Prior to January 1, 2008, costs associated with corporate support functions were allocated to the operating segments. Total average assets equals total average assets from the general ledger effective January 1, 2008. Prior to January 1, 2008, total average assets was calculated as the greater of total average assets or total average deposits and total average stockholder’s equity combined. We have reclassified all prior period amounts to conform to the current period’s presentation.

Our segment information at and for the three months ended March 31, 2008 and 2007 is as follows:

 

(Dollars in thousands)

   Commerical
Banking
    SVB
Capital
    SVB
Alliant
    Other Business
Services
    Reconciling
Items
    Total  

Three months ended March 31, 2008

            

Net interest income

   $ 81,693     $ 89     $ 167     $ 10,322     $ (190 )   $ 92,081  

Provision for loan losses

     —         —         —         —         (7,723 )     (7,723 )

Noninterest income

     33,249       (1,485 )     3,639       2,525       3,637       41,565  

Noninterest expense (1)

     (25,928 )     (4,522 )     (1,756 )     (10,220 )     (41,011 )     (83,437 )

Minority interest in net loss of consolidated affiliates

     —         —         —         —         4,218       4,218  
                                                

Income (loss) before income tax expense (2)

   $ 89,014     $ (5,918 )   $ 2,050     $ 2,627     $ (41,069 )   $ 46,704  
                                                

Total average loans

   $ 3,149,800     $ —       $ —       $ 878,492     $ 84,573     $ 4,112,865  

Total average assets

     3,190,926       356,885       50,053       906,025       2,248,130       6,752,019  

Total average deposits

     4,051,206       —         —         391,881       (8,074 )     4,435,013  

Goodwill at March 31, 2008

   $ —       $ —       $ —       $ 4,092     $ —       $ 4,092  

Three months ended March 31, 2007

            

Net interest income

   $ 80,998     $ 121     $ 200     $ 8,371     $ 3,674     $ 93,364  

Recovery of loan losses

     —         —         —         —         407       407  

Noninterest income

     26,613       3,833       3,398       1,240       12,377       47,461  

Noninterest expense (1)

     (24,027 )     (4,101 )     (4,160 )     (7,137 )     (42,692 )     (82,117 )

Minority interest in net income of consolidated affiliates

     —         —         —         —         (10,356 )     (10,356 )
                                                

Income (loss) before income tax expense (2)

   $ 83,584     $ (147 )   $ (562 )   $ 2,474     $ (36,590 )   $ 48,759  
                                                

Total average loans

   $ 2,425,480     $ —       $ —       $ 799,170     $ 32,857     $ 3,257,507  

Total average assets

     2,429,138       243,487       62,161       821,098       2,166,584       5,722,468  

Total average deposits

     3,591,053       —         —         253,154       6,809       3,851,016  

Goodwill at March 31, 2007

   $ —       $ —       $ 17,204     $ 4,092     $ —       $ 21,296  

 

(1) The Commercial Banking segment includes direct depreciation and amortization of $0.7 million for both the three months ended March 31, 2008 and 2007.
(2) The internal reporting model used by management to assess segment performance does not calculate income tax expense by segment. Our effective tax rate is a reasonable approximation of the segment rates.

12. Obligations Under Guarantees

In the normal course of business, we use financial instruments with off-balance sheet risk to meet the financing needs of our customers. These financial instruments include commitments to extend credit, commercial and standby letters of credit, credit card guarantees and commitments to invest in private equity fund investments. These instruments involve, to varying degrees, elements of credit risk. Credit risk is defined as the possibility of sustaining a loss because other parties to the financial instrument fail to perform in accordance with the terms of the contract.

Commitments to Extend Credit

The following table summarizes information related to our commitments to extend credit at March 31, 2008 and December 31, 2007, respectively:

 

(Dollars in thousands)

   March 31, 2008    December 31, 2007

Commitments available for funding (1)

   $ 4,860,671    $ 4,938,625

Commitments unavailable for funding (2)

     762,623      726,359

Fixed interest rate commitments

     494,292      498,103

Maximum lending limits for accounts receivable factoring arrangements (3)

     484,907      443,835

Reserve for unfunded credit commitments

   $ 13,281    $ 13,446

 

(1) Represents commitments which are available for funding, due to clients meeting all collateral, compliance, and financial covenants required under loan commitment agreements.

 

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(2) Represents commitments which are unavailable for funding, due to clients’ failure to meet all collateral, compliance, and financial covenants required under loan commitment agreements.
(3) We extend credit under accounts receivable factoring arrangements when our clients’ sales invoices are deemed credit worthy under existing underwriting practices.

Commercial and Standby Letters of Credit

The table below summarizes our commercial and standby letters of credit at March 31, 2008. The maximum potential amount of future payments represents the amount that could be remitted under letters of credit if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or from the collateral held or pledged.

 

(Dollars in thousands)

   Expires In One
Year or Less
   Expires After
One Year
   Total Amount
Outstanding
   Maximum Amount
Of Future Payments
           

Financial standby letters of credit

   $ 729,467    $ 33,840    $ 763,307    $ 763,307

Performance standby letters of credit

     21,502      6,187      27,689      27,689

Commercial letters of credit

     14,162      690      14,852      14,852
                           

Total

   $ 765,131    $ 40,717    $ 805,848    $ 805,848
                           

At March 31, 2008 and December 31, 2007, deferred fees related to financial and performance standby letters of credit were $4.4 million and $3.8 million, respectively. At March 31, 2008, collateral in the form of cash and investment securities available to us to reimburse losses, if any, under financial and performance standby letters of credit was $296.1 million.

Credit Card Guarantees

The total amount of credit card guarantees was $84.3 million at March 31, 2008. We do not believe that any losses, if any, incurred by the Bank as a result of these guarantees will be material in nature. Credit card fees totaled $1.7 million and $1.2 million for the three months ended March 31, 2008 and 2007, respectively.

Commitments to Invest in Private Equity Funds

The following table details our total capital commitments and our unfunded capital commitments at March 31, 2008:

 

Our Ownership in Limited Partner (Dollars in thousands)

   Our Capital
Commitment
   Our Unfunded
Commitment
   Our Ownership  

Silicon Valley BancVentures, LP

   $ 6,000    $ 660    10.7 %

SVB Capital Partners II, LP (1)

     1,200      870    5.1  

SVB Strategic Investors Fund, LP

     15,300      1,840    12.6  

SVB Strategic Investors Fund II, LP

     15,000      6,525    8.6  

SVB Strategic Investors Fund III, LP

     15,000      10,875    5.9  

Partners for Growth, LP

     25,000      9,750    50.0  

Partners for Growth II, LP

     15,000      8,025    24.2  

Gold Hill Venture Lending 03, LP (2)

     20,000      3,821    9.3  

SVB India Capital Partners I, LP

     7,500      6,000    13.9  

Other Fund Investments (3)

     263,391      185,691    —   %
                

Total

   $ 383,391    $ 234,057   
                

 

(1) Our ownership includes 1.3% direct ownership in SVB Capital Partners II, LP through SVB Capital Partners II, LLC and SVB Financial Group, and 3.8% indirect ownership through our investment in SVB Strategic Investors Fund II, LP.
(2) Includes 4.8% direct ownership in Gold Hill Venture Lending 03, LP and its parallel funds. In addition, includes 4.5% indirect ownership interest through Gold Hill Venture Lending Partners, 03, LLC.
(3) Represents commitments to 334 private equity funds where our ownership interest is less than 5%.

13. Income Taxes

At March 31, 2008, our unrecognized tax benefit remained at $1.1 million, the recognition of which would reduce our income tax expense by $0.3 million. Total accrued interest and penalties at March 31, 2008 were $0.1 million. We expect that our unrecognized tax benefit will change in the next 12 months; however we do not expect the change to have a material impact on our financial position or our results of operations.

 

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We are subject to income tax in the U.S. federal jurisdiction and various state and foreign jurisdictions and have identified our federal tax return and tax returns in California and Massachusetts as “major” tax filings. U.S. federal tax examinations through 1998 have been concluded. The U.S. federal tax return for 2004 and subsequent years remain open to examination by the Internal Revenue Service. Our California and Massachusetts tax returns for the years 2003 and 2004, respectively, and subsequent years remain open to examination.

14. Fair Value Measurements

Our marketable investment securities, non-marketable investment securities and derivatives are financial instruments recorded at fair value on a recurring basis. We make estimates regarding valuation of assets and liabilities measured at fair value in preparing our consolidated financial statements.

Fair Value Measurement – Definition and Hierarchy

SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. Fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure.

SFAS 157 establishes a three-level hierarchy for disclosure of assets and liabilities recorded at fair value. The classification of assets and liabilities within the hierarchy is based on whether the inputs to the valuation methodology used for measurement are observable or unobservable. Observable inputs reflect market-derived or market-based information obtained from independent sources, while unobservable inputs reflect our estimates about market data. The three levels for measuring fair value are based on the reliability of inputs and are as follows:

 

  Level 1      Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation adjustments and block discounts are not applied to instruments utilizing Level 1 inputs. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.
       Assets and liabilities utilizing Level 1 inputs include exchange-traded equity securities.
  Level 2      Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, directly or indirectly.
       Assets and liabilities utilizing Level 2 inputs include: U.S. treasury and agency securities; mortgage-backed securities (“MBS”); collateralized mortgage obligations (“CMO”); commercial mortgage backed securities (“CMBS”); municipal securities; Over-the-Counter (“OTC”) derivative instruments (foreign exchange forwards and option contracts, interest rate swaps related to our senior notes, subordinated notes and junior subordinated debentures); and equity warrant assets for shares of public company capital stock.
  Level 3      Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
       Assets and liabilities utilizing Level 3 inputs include: limited partnership interests in private equity funds, direct equity investments in private companies, and equity warrant assets for shares of private company capital stock.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment that we use to determine fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Determination of Fair Value

Fair value measurements for assets and liabilities where there exists limited or no observable market data and, therefore, are based primarily upon our own estimates, are often calculated based on current pricing policy, the economic and competitive environment, the characteristics of the asset or liability and other such factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, that could significantly affect the results of current or future values. Following is a description of valuation methodologies used for assets and liabilities recorded at fair value.

 

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Marketable Securities

Marketable securities, consisting of our available-for-sale debt and equity securities, are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using broker or dealer quotations, independent pricing models or other model-based valuation techniques such as the present value of future cash flows, taking into consideration the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the NASDAQ Stock Market. Level 2 securities include U.S. treasuries, U.S. agency debentures, investment grade mortgage securities and state and municipal obligations.

Non-Marketable Securities

Our non-marketable securities consist of our investments made by the following funds:

 

   

Funds of funds, such as SVB Strategic Investors Fund, LP, SVB Strategic Investors Fund II, LP, and SVB Strategic Investors Fund III, LP, which make investments in private equity funds;

 

   

Co-investment funds, such as Silicon Valley BancVentures, LP, SVB Capital Partners II, LP, and SVB India Capital Partners I, LP, which make equity investments in privately held companies; and

 

   

A special situation debt fund, Partners for Growth, LP, which provides financing to companies in the form of structured loans and equity investments.

For GAAP purposes, these funds are investment companies under the AICPA Audit and Accounting Guide for Investment Companies. Accordingly, these funds report their investments at estimated fair value, with unrealized gains and losses resulting from changes in fair value reflected as investment gains or losses in our consolidated net income. We have retained the specialized accounting of our consolidated funds pursuant to EITF Issue No. 85-12, Retention of Specialized Accounting for Investments in Consolidation. We have valued our investments, in the absence of observable market prices, using the valuation methodologies described below applied on a consistent basis.

Investments in private equity funds are stated at fair value, based on the information provided by the investee funds’ management, which reflects our share of the fair value of the net assets of the investment fund on the valuation date.

For direct private company investments, valuations are based upon consideration of a range of factors including, but not limited to, the price at which the investment was acquired, the term and nature of the investment, local market conditions, values for comparable securities, and as it relates to the private company issue, the current and projected operating performance, exit strategies and financing transactions subsequent to the acquisition of the investment. These valuation methodologies involve a significant degree of management judgment. Estimating the fair value of these investments requires management to make assumptions regarding future performance, financial condition, and relevant market conditions, along with other pertinent information.

Structured loans made by the special situation debt fund are measured using pricing models that use observable inputs, such as yield curves and publicly-traded equity prices, and unobservable inputs, such as private company equity prices.

Investments in private equity funds and direct private company investments are categorized within Level 3 of the fair value hierarchy since pricing inputs are unobservable and include situations where there is little, if any, market activity for such investments. Investments in structured loans are categorized within Level 2 or Level 3 of the fair value hierarchy based on the observability and significance of the pricing inputs.

Derivative Instruments

Interest Rate swaps, Foreign Currency Forward and Option Contracts

Our interest rate swaps, foreign currency forward and option contracts are traded in OTC markets where quoted market prices are not readily available. For these derivatives, we measure fair value using pricing models that use primarily market observable inputs, such as yield curves and option volatilities, and, accordingly, classify these as Level 2. When appropriate, valuations are adjusted for various factors such as liquidity and credit considerations. Such adjustments are generally based on available market evidence. In the absence of such evidence, management’s best estimate is used. Consistent with market practice, we have individually negotiated agreements with certain counterparties to exchange collateral (“margining”) based on the level of fair values of the derivative contracts they have executed. Through this margining process, one party or both parties to a derivative contract provides the other party with information about the fair value of the derivative contract to calculate the amount of collateral required. This sharing of fair value information provides additional support for the recorded fair value.

 

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Equity Warrant Assets

As part of negotiated credit facilities and certain other services, we frequently obtain rights to acquire stock in the form of equity warrant assets in certain client companies. Our warrant agreements contain net share settlement provisions, which permit us to receive upon exercise a share count equal to the intrinsic value of the warrant divided by the share price (otherwise known as a “cashless” exercise). Because we can net settle our warrant agreements, our equity warrant assets qualify as derivative instruments.

Equity warrant assets for shares of private and public company capital stock are recorded at fair value on the grant date and adjusted to fair value on a quarterly basis through consolidated net income. We value our equity warrant assets using a modified Black-Scholes option pricing model, which incorporates assumptions about underlying asset value, volatility, expected remaining life and risk-free interest rate. Valuation adjustments, such as a marketability discount, are made to equity warrant assets for shares of private company capital stock. These valuation adjustments are estimated based on management’s judgment about the general industry environment, combined with specific information about the issuing company.

The valuation of equity warrant assets for shares of public company capital stock is based on market observable inputs and these are classified as Level 2. Since the valuation of equity warrant assets for shares of private company capital stock involves significant unobservable inputs they are categorized as Level 3.

The following fair value hierarchy table presents information about our assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2008:

 

(Dollars in thousands)

   Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   Significant Other
Observable Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
   Balance as of
March 31, 2008

Assets

           

Marketable securities:

           

Available-for-sale securities:

           

U.S. Treasury securities

   $ —      $ 20,203    $ —      $ 20,203

U.S. agencies and corporations:

           

Collateralized mortgage obligations

     —        517,950      —        517,950

Mortgage-backed securities

     —        379,635      —        379,635

U.S. agency debentures

     —        163,777      —        163,777

Commercial mortgage-backed securities

     —        57,779      —        57,779

Obligations of states and political subdivisions

     —        103,981      —        103,981

Marketable equity securities

     3,139      —        —        3,139

Venture capital fund investments

     1      —        —        1
                           

Total available-for-sale securities

     3,140      1,243,325      —        1,246,465

Marketable securities (investment company fair value accounting)

     4,837      —        —        4,837
                           

Total marketable securities

     7,977      1,243,325      —        1,251,302
                           

Non-marketable securities (investment company fair value accounting):

           

Private equity fund investments

     —        —        211,361      211,361

Other private equity investments

     —        —        52,287      52,287

Other investments

     —        414      2,651      3,065
                           

Total non-marketable securities (investment company fair value accounting)

     —        414      266,299      266,713
                           

Other assets:

           

Interest rate swaps

     —        37,702      —        37,702

Foreign exchange forward contracts

     —        14,966      —        14,966

Equity warrant assets

     —        2,265      30,641      32,906
                           

Total assets (1)

   $ 7,977    $ 1,298,672    $ 296,940    $ 1,603,589
                           

Liabilities

           

Interest rate swaps

   $ —      $ 53    $ —      $ 53

Foreign exchange forward contracts

     —        15,866      —        15,866
                           

Total liabilities

   $ —      $ 15,919    $ —      $ 15,919
                           

 

(1) Included in Level 1, Level 2 and Level 3 assets are $2.7 million, $0.2 million and $241.3 million, respectively, attributable to minority interests calculated based on the ownership percentages of the minority interests.

 

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The following table presents additional information about Level 3 assets measured at fair value on a recurring basis.

 

          Total Realized and Unrealized Gains
(Losses) Included in Income
                       

(Dollars in thousands)

   Beginning
Balance at
January 1,
2008
   Realized Gains
(Losses)
Included
in Income
   Unrealized Gains
(Losses) Included
in Income
    Total Realized and
Unrealized Gains
(Losses) Included
in Income
    Purchases, Sales,
Other
Settlements and
Issuances, net
    Transfers
In and/or
(Out)
of Level 3
    Ending
Balance at
March 31,
2008

Assets

                

Non-marketable securities (investment company fair value accounting):

                

Private equity fund investments

   $ 194,862    $ 1,885    $ 898     $ 2,783     $ 13,716     $ —       $ 211,361

Other private equity investments

     44,872      548      (483 )     65       7,350       —         52,287

Other investments

     3,098      —        (301 )     (301 )     (146 )     —         2,651
                                                    

Total non-marketable securities (investment company fair value accounting) (1)

     242,832      2,433      114       2,547       20,920       —         266,299
                                                    

Other assets:

                

Equity warrant assets (2)

     26,911      4,315      1,710       6,025       (2,293 )     (2 )     30,641
                                                    

Total assets

   $ 269,743    $ 6,748    $ 1,824     $ 8,572     $ 18,627     $ (2 )   $ 296,940
                                                    

 

(1) Realized and unrealized gains (losses) of our total non-marketable securities are recorded on the line item “gains on investment securities, net” a component of noninterest income.
(2) Realized and unrealized gains (losses) of our equity warrant assets are recorded on the line item “gains on derivative instruments, net” a component of noninterest income.

15. Related Party Transactions

SVB Financial has a commitment under a revolving line of credit facility to Gold Hill Venture Lending 03, LP, a venture debt fund (“Gold Hill”), and its affiliated funds. SVB Financial has a 9.3% effective ownership interest in Gold Hill, as well as a 90.7% majority interest in its general partner, Gold Hill Venture Lending Partners 03, LLC. The line of credit bears an interest rate of prime plus one percent. In January 2007, SVB Financial increased the revolving line of credit facility to Gold Hill from a total commitment amount of $40.0 million to $75.0 million. Contemporaneously with the increase, SVB Financial syndicated $35.0 million, or 46.667% of the total facility, to another lender. The highest outstanding balance under the facility for the three months ended March 31, 2008 was $69.0 million. At March 31, 2008, Gold Hill’s outstanding balance totaled $69.0 million.

During the three months ended March 31, 2008, the Bank made loans to related parties, including companies with which certain of our directors are affiliated. Such loans: (a) were made in the ordinary course of business, (b) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and (c) did not involve more than the normal risk of collectibility or present other unfavorable features.

16. Legal Matters

On October 4, 2007, a consolidated class action was filed in the United States District Court for the Central District of California, purportedly on behalf of a class of investors who purchased the common stock of Vitesse Semiconductor Corporation (“Vitesse”). The complaint asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, against Vitesse, the Bank and other named defendants in connection with alleged fraudulent recognition of revenue by Vitesse, specifically with respect to sales of certain accounts receivable to the Bank. The relief sought under the complaint included rescission of the Vitesse shares held by plaintiffs and other class members or the appropriate measure of damages, as well as prejudgment and post-judgment interest and certain fees, costs and expenses. On January 28, 2008, the court dismissed with prejudice all claims against the Bank under the action.

Additionally, certain lawsuits and claims arising in the ordinary course of business have been filed or are pending against us or our affiliates. Based upon information available to us, our review of such claims to date and consultation with our outside legal counsel, management believes the liability relating to these actions, if any, will not have a material adverse effect on our liquidity, consolidated financial position, and/or results of operations. Where appropriate, as we determine, we establish reserves in accordance with SFAS No. 5. The outcome of litigation and other legal and regulatory matters is inherently uncertain, however, and it is possible that one or more of the legal or regulatory matters currently pending or threatened could have a material adverse effect on our liquidity, consolidated financial position, and/or results of operation.

 

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17. Subsequent Events

For the period April 1, 2008 through May 1, 2008, we repurchased 25,000 shares of our common stock at a total cost of $1.0 million. As of close of business on May 1, 2008, $104.1 million of our common shares may still be repurchased under our current common stock repurchase program.

In April 2008, we issued $250 million of 3.875% convertible senior notes, due in April 2011. The notes are initially convertible, subject to certain conditions, into cash up to the principal amount of notes and, with respect to any excess conversion value, into shares of our common stock or cash or a combination, at our option. The notes have an initial conversion rate of 18.8525 shares of common stock per $1,000 principal amount of notes, which represents an initial effective conversion price of $53.04 per share. We used $20.6 million of the net proceeds to cover the net cost of entering into a convertible note hedge and a warrant agreement with respect to our common stock. These hedge and warrant transactions are separate contracts entered into with the applicable counterparties, are not part of the terms of the notes and will not affect the rights of the holders of the notes. They are intended to have the effect of increasing the economic conversion price of the notes to us to $64.43 per share of common stock. Remaining proceeds will be used to cash settle the principal portion of our $150 million zero-coupon convertible subordinated notes due in June 2008 and for other general corporate purposes.

On April 30, 2008, SVB Financial and Wells Fargo Bank, N.A. entered into Amendment No. 3 to our Amended and Restated Preferred Stock Right Agreement dated January 29, 2004, as amended (the “Rights Agreement”). The amendment increases the exercise price at which a preferred share purchase right may be exercised, from $100 to $175 (subject to adjustment), under the Rights Agreement.

 

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

Forward-Looking Statements; Reclassifications

This Quarterly Report on Form 10-Q, including in particular “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Part 1, Item 2 in this report, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Management has in the past and might in the future make forward-looking statements orally to analysts, investors, the media and others. Forward-looking statements are statements that are not historical facts. Broadly speaking, forward-looking statements include, but are not limited to, the following:

 

   

Projections of our revenues, income, earnings per share, noninterest expenses, including professional service, compliance, compensation and other costs, cash flows, balance sheet, capital expenditures, capital structure or other financial items

 

   

Descriptions of strategic initiatives, plans or objectives of our management for future operations, including pending acquisitions

 

   

Forecasts of private equity funding levels

 

   

Forecasts of future interest rates

 

   

Forecasts of expected levels of provisions for loan losses, loan growth and client funds

 

   

Forecasts of future economic performance

 

   

Forecasts of future income on investments

 

   

Descriptions of assumptions underlying or relating to any of the foregoing

In this Quarterly Report on Form 10-Q, we make forward-looking statements, including, but not limited to, those discussing our management’s expectations about:

 

   

Sensitivity of our interest-earning assets and interest-bearing liabilities to interest rates, and the impact to earnings from a change in interest rates

 

   

Realization, timing and performance of equity or other investments

 

   

Management of our liquidity position

 

   

Development of our later-stage corporate technology lending efforts

 

   

Growth in loan balances

 

   

Credit quality of our loan portfolio

 

   

Levels of nonperforming loans

 

   

Capital and liquidity provided by funds generated through retained earnings

 

   

Activities for which capital will be used or required

 

   

Use of excess capital

 

   

Financial impact of continued growth of our funds management business

 

   

Profitability of our products and services

 

   

Venture capital and private equity funding levels

 

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Strategic initiatives

 

   

Growth of our interest-bearing deposits

 

   

Management of interest rate risk

 

   

Introduction of new products, including deposit products

 

   

Effect of application of certain accounting pronouncements

 

   

Effect of certain lawsuits and claims

 

   

Changes in our unrecognized tax benefit and any associated impact

 

   

Recovery of unrealized losses from investments

 

   

Stock repurchase levels

These and other forward-looking statements can be identified by our use of words such as “becoming”, “may”, “will”, “should”, “predicts”, “potential”, “continue”, “anticipates”, “believes”, “estimates”, “seeks”, “expects”, “plans”, “intends”, the negative of such words, or comparable terminology. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we have based these expectations on our beliefs as well as our assumptions, and such expectations may prove to be incorrect. Our actual results of operations and financial performance could differ significantly from those expressed in or implied by our management’s forward-looking statements.

For information with respect to factors that could cause actual results to differ from the expectations stated in the forward-looking statements, see “Risk Factors” under Part II, Item 1A in this report. We urge investors to consider all of these factors carefully in evaluating the forward-looking statements contained in this report. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this filing are made only as of the date of this filing. We assume no obligation and do not intend to revise or update any forward-looking statements contained in this Quarterly Report on Form 10-Q.

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our interim unaudited consolidated financial statements and accompanying notes as presented in Part I, Item 1 in this report and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2007 (“2007 Form 10-K”), as filed with the Securities and Exchange Commission (“SEC”).

Certain reclassifications have been made to prior years’ results to conform to the current period’s presentations. Such reclassifications had no effect on our results of operations or stockholders’ equity.

Management’s Overview of First Quarter 2008 Performance

Our primary or “core” business consists of providing banking products and services to our clients in the technology, life science, private equity and premium wine industries. We believe that this core banking business performed well during the three months ended March 31, 2008, compared to the comparable 2007 period.

We earned net income for the three months ended March 31, 2008 was $27.9 million, or $0.81 per diluted common share, compared to $28.4 million, or $0.76 per diluted common share for the comparable 2007 period. Exceptional loan growth, solid deposit growth and contained expenses contributed to this strong performance, despite the impact of significant interest rate reductions and lower valuations on our investment fund portfolio.

We believe our first quarter 2008 performance is the result of continued focus on five primary objectives: 1) growing loans to private equity and later-stage corporate technology clients, 2) growing deposits as a result of our new deposit product initiatives, 3) maintaining good credit quality, 4) expanding and growing our sources of noninterest income, and 5) controlling noninterest expense growth.

Average loans grew by $855.4 million, or 26.3 percent, to $4.11 billion for the three months ended March 31, 2008, compared to $3.26 billion for the comparable 2007 period. We also had strong growth in both average and period end deposit balances, primarily due to the introduction of two new interest-bearing deposit products in mid-to-late 2007.

We continue to preserve our good credit quality with net charge-offs in the first quarter of 2008 of 49 basis points of total gross loans annualized, compared to 25 basis points for the comparable 2007 period. Gross charge-offs increased by $1.8 million to $6.2 million compared to $4.4 million for the comparable 2007 period, but remained within our comfort zone.

Our net interest margin was 6.36 percent for the three months ended March 31, 2008, compared to 7.58 percent for the comparable 2007 period. This decline is consistent with our expectations and reflects the impact of continued interest rate cuts by the Federal Reserve, partially offset by loan volume.

Noninterest income was $41.6 million for the three months ended March 31, 2008, compared to $47.5 million for the comparable 2007 period. This decrease primarily related to lower valuations and lower distributions in our investment securities portfolio related to our funds management business. Although total noninterest income decreased, noninterest income from our core fee-based products increased by $7.0 million, or 29.9 percent, to $30.4 million for the three months ended March 31, 2008, compared to $23.4 million for the comparable 2007 period.

 

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We also controlled our noninterest expense growth for the three months ended March 31, 2008, compared to the comparable 2007 period.

We continue to have strong levels of capital. Our ratio of tangible common equity to tangible assets was 9.76 percent in the three months ended March 31, 2008 compared to 11.05 percent in the comparable 2007. The decrease is due largely to significant share repurchases and loan growth in 2007 and the first quarter of 2008.

The key highlights of our performance for the three months ended March 31, 2008 and 2007, respectively, were as follows:

 

     Three months ended March 31,        

(Dollars in thousands)

   2008     2007     Change  

Average loans, net of unearned income

   $ 4,112,865     $ 3,257,507     26.3 %

Average noninterest-bearing deposits

     2,899,599       2,817,960     2.9  

Average interest-bearing deposits

     1,535,414       1,033,056     48.6  

Average total deposits

   $ 4,435,013     $ 3,851,016     15.2 %

Diluted EPS

   $ 0.81     $ 0.76     6.6 %

Net Income

     27,903       28,391     (1.7 )

Net interest income

     92,081       93,364     (1.4 )%

Net interest margin

     6.36 %     7.58 %   (122 )bps

Provision for (recovery of) loan losses

   $ 7,723     $ (407 )   —   %

Net charge-offs as a percentage of total gross loans (annualized)

     0.49 %     0.25 %   24 bps

Noninterest income (1)

   $ 41,565     $ 47,461     (12.4 )%

Noninterest expense (2)

   $ 83,437     $ 82,117     1.6  

Return on average stockholders’ equity (annualized)

     16.32 %     17.80 %   (8.3 )

Return on average assets (annualized)

     1.66       2.01     (17.4 )

Tangible common equity to tangible assets (3)

     9.76       11.05     (11.7 )

Operating efficiency ratio (4)

     59.49 %     62.13 %   (4.2 )

Full-time equivalent employees

     1,190       1,169     1.8 %

 

(1) Noninterest income included $(1.0) million and $11.3 million attributable to minority interests for the three months ended March 31 2008 and 2007, respectively. See “Results of Operations – Noninterest Income” for a description of noninterest income attributable to minority interests.
(2) Noninterest expense included $2.8 million and $2.3 million attributable to minority interests for the three months ended March 31, 2008 and 2007, respectively. See “Results of Operations – Noninterest Income” for a description of noninterest expense attributable to minority interests.
(3) Tangible common equity consists of total stockholders’ equity (excluding unrealized gains and losses on investments) less acquired intangibles and goodwill. Tangible assets represent total assets (excluding unrealized gains and losses on investments) less acquired intangibles and goodwill.
(4) The operating efficiency ratio is calculated by dividing noninterest expense (excluding noninterest expense attributable to minority interests of $2.8 million and $2.3 million for the three months ended March 31, 2008 and 2007, respectively) by total taxable-equivalent (losses) revenue (excluding taxable-equivalent (losses) revenue attributable to minority interests of $(1.5) million and $12.6 million for the three months ended March 31, 2008 and 2007, respectively).

Critical Accounting Policies and Estimates

The accompanying management’s discussion and analysis of results of operations and financial condition are based upon our unaudited interim consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosure of contingent assets and liabilities. Management evaluates estimates on an ongoing basis. Management bases its estimates on historical experiences and various other factors and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

 

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Other than the adoption of the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements (“SFAS No. 157”), there have been no significant changes during the three months ended March 31, 2008 to the items that we disclosed as our critical accounting policies and estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Part II, Item 7 of our 2007 Form 10-K.

Fair Value Measurements

We use fair value measurements to record fair value adjustments to certain financial instruments and to determine fair value disclosures. Our marketable investment securities, non-marketable investment securities and derivatives are financial instruments recorded at fair value on a recurring basis. We disclose our method and approach for fair value measurements of assets and liabilities in Note 14 (Fair Value Measurements) of the “Notes to Interim Consolidated Financial Statements (unaudited)” under Part I, Item 1 in this report.

SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the exit price”) in an orderly transaction between market participants at the measurement date. SFAS No. 157 establishes a three-level hierarchy for disclosure of assets and liabilities recorded at fair value. The classification of assets and liabilities within the hierarchy is based on whether the inputs to the valuation methodology used for measurement are observable or unobservable. Observable inputs reflect market-derived or market-based information obtained from independent sources, while unobservable inputs reflect our estimates about market data. The three levels for measuring fair value are based on the reliability of inputs and are as follows:

 

  Level 1     

Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation adjustments and block discounts are not applied to instruments utilizing Level 1 inputs. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

 

Assets and liabilities utilizing Level 1 inputs include exchange-traded equity securities.

  Level 2     

Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, directly or indirectly.

 

Assets and liabilities utilizing Level 2 inputs include: U.S. Treasuries, investment-grade and high-yield corporate bonds, mortgage products, state and municipal obligations. Over-the-Counter (“OTC”) derivative instruments and equity warrant assets for shares of public company capital stock.

  Level 3     

Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect our own estimates of assumptions market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

 

Assets and liabilities utilizing Level 3 inputs include: limited partnership interests in private equity funds, direct equity investments in private companies, and equity warrant assets for shares of private company capital stock.

In accordance with SFAS No. 157, it is our policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements. When available, we use quoted market prices to measure fair value. If market prices are not available, fair value measurement is based upon models that use primarily market-based or independently-sourced market parameters, including interest rate yield curves, prepayment speeds, option volatilities and currency rates. Substantially all of our financial instruments use either of the foregoing methodologies, collectively Level 1 and Level 2 measurements, to determine fair value adjustments recorded to our financial statements. However, in certain cases, when market observable inputs for model based valuation techniques may not be readily available, we are required to make judgments about assumptions market participants would use in estimating the fair value of the financial instrument.

The degree of management judgment involved in determining the fair value of a financial instrument is dependent upon the availability of quoted market prices or observable market parameters. For financial instruments that trade actively and have quoted market prices or observable market parameters, there is minimal subjectivity involved in measuring fair value. When observable market prices and parameters are not fully available, management judgment is necessary to estimate fair value. In addition, changes in the market conditions may reduce the availability of quoted prices or observable data. For example, reduced liquidity in the capital markets or changes in secondary market activities could result in observable market inputs becoming unavailable. Therefore, when market data is not available, we use valuation techniques requiring more management judgment to estimate the appropriate fair value measurement. Accordingly, the degree of judgment exercised by management in determining fair value is greater for financial assets and liabilities categorized as level 3.

 

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For further information regarding our financial assets and liabilities that are accounted for at fair value, our related measurement techniques and the impact to our financial statements, refer to Note 14 (Fair Value Measurements) of the “Notes to Interim Consolidated Financial Statements (unaudited)” under Part I, Item 1 in this report.

Recent Accounting Pronouncements

Please refer to the discussion of our recent accounting pronouncements in Note 2 (Basis of Presentation) of the “Notes to Interim Consolidated Financial Statements (unaudited)” under Part I, Item 1 in this report.

Results of Operations

Net Interest Income and Margin (Fully Taxable-Equivalent Basis)

Net interest income is defined as the difference between interest earned primarily on loans, investment securities, federal funds sold, securities purchased under agreement to resell and other short-term investment securities, and interest paid on funding sources. Net interest income is our principal source of revenue. Net interest margin is defined as the amount of annualized net interest income, on a fully taxable-equivalent basis, expressed as a percentage of average interest-earning assets. Net interest income and net interest margin are presented on a fully taxable-equivalent basis to consistently reflect income from taxable loans and securities and tax-exempt securities based on the federal statutory tax rate of 35.0 percent.

Net Interest Income (Fully Taxable-Equivalent Basis)

Net interest income of $92.6 million for the three months ended March 31, 2008 decreased by $1.1 million or 1.2 percent, compared to $93.7 million for the comparable 2007 period. The decrease in net interest income was primarily due to a $3.9 million increase in interest expense and a $2.0 million decrease in interest income from our investment securities portfolio, partially offset by a $4.5 million increase in interest income from our loan portfolio.

The increase in interest expense was primarily related to an increase in interest expense from long-term debt and deposits, partially offset by a decrease in interest expense from short-term borrowings. Average long-term debt increased by $534.9 million to $887.3 million, primarily due to the issuance of $500 million in senior and subordinated notes in May 2007. The proceeds from this issuance were used to fund loan growth and to pay down our short-term borrowings. As a result, average short-term borrowings decreased by $313.9 million to $234.9 million for the three months ended March 31, 2008, compared to $548.8 million for the comparable 2007 period. Short-term borrowings and FHLB advances were used to fund growth of our loan portfolio. The increase in interest expense from deposits was primarily related to our money market deposit product for early stage clients introduced in May 2007 and our Eurodollar sweep deposit product introduced in late October 2007, which both bear higher yields compared to our other money market products. For the three months ended March 31, 2008, the average balance of our early stage money market deposit product was $406.4 million and interest expense incurred was $2.2 million. The average balance of our Eurodollar sweep deposit product for the three months ended March 31, 2008 was $144.3 million and interest expense incurred was $0.8 million. Our average noninterest-bearing deposit balances also increased by $81.6 million to $2.90 billion for the three months ended March 31, 2008, compared to $2.82 billion for the comparable 2007 period. The increase in noninterest-bearing deposits was primarily related to increased deposits from our private equity clients.

The decrease in interest income from our investment securities portfolio reflects lower levels of investment securities due to scheduled maturities and regular prepayments. Average interest-earning investment securities decreased by $196.0 million to $1.26 billion for the three months ended March 31, 2008, compared to $1.46 billion for the comparable 2007 period, as a result of our use of portfolio cash flows to support the growth of our loan portfolio.

The increase in interest income from our loan portfolio was primarily related to growth in our loan portfolio, partially offset by a decrease in our average base prime lending rate for the three months ended March 31, 2008, compared to the comparable 2007 period. Average loans outstanding for the three months ended March 31, 2008 totaled $4.11 billion, compared to $3.26 billion for the comparable 2007 period. The increase in average loans outstanding of $855.4 million was driven primarily by our commercial loan portfolio, as a result of loan growth increases from all client industry segments, with strong growth in loans to technology clients, particularly later-staged clients, and private equity firms. Our average base prime lending rate decreased to 6.26 percent for the three months ended March 31, 2008, compared to 8.25 percent for the comparable 2007 period. The decrease in average rates was due to the effect of rate decreases in late 2007 and early 2008 in response to Federal Reserve rate cuts. At March 31, 2008, our base prime lending rate was 5.25 percent, compared to 8.25 percent at March 31, 2007. The average yield on our loan portfolio was 8.78 percent for the three months ended March 31, 2008, compared to 10.61 percent for the comparable 2007 period. On an average basis, for the three months ended March 31, 2008, 72.47 percent, or $3.04 billion, of our average outstanding gross loans were variable-rate loans that adjust at a prescribed measurement date upon a change in our prime-lending rate or other variable indices, compared to 71.46 percent or $2.38 billion, for the comparable 2007 period.

 

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Analysis of Interest Changes Due to Volume and Rate (Fully Taxable-Equivalent Basis)

Net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities, referred to as “volume change.” Net interest income is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing liabilities, referred to as “rate change.” Changes in our prime lending rate also impact the yields on our loans, and to a certain extent our interest-bearing deposits. The following table sets forth changes in interest income for each major category of interest-earning assets and interest expense for each major category of interest-bearing liabilities. The table also reflects the amount of simultaneous changes attributable to both volume and rate changes for the periods indicated. For this table, changes that are not solely due to either volume or rate are allocated in proportion to the percentage changes in average volume and average rate.

 

     2008 Compared to 2007  
     Three Months Ended March 31,
Increase (Decrease) Due to Change in
 

(Dollars in thousands)

   Volume     Rate     Total  

Interest income:

      

Federal funds sold, securities purchased under agreement to resell and other short-term investment securities

   $ 1,885     $ (1,602 )   $ 283  

Investment securities (Taxable)

     (2,580 )     57       (2,523 )

Investment securities (Non-Taxable)

     582       (74 )     508  

Loans

     20,644       (16,117 )     4,527  
                        

Increase (decrease) in interest income, net

     20,531       (17,736 )     2,795  
                        

Interest expense:

      

NOW deposits

     —         1       1  

Regular money market deposits

     (82 )     112       30  

Bonus money market deposits

     1,024       1,149       2,173  

Time deposits

     74       (4 )     70  

Foreign sweep deposits

     807       —         807  

Short-term borrowings

     (3,146 )     (2,338 )     (5,484 )

Contingently convertible debt

     1       6       7  

Junior subordinated debentures

     30       (146 )     (116 )

Senior and subordinated notes

     6,854       —         6,854  

Other long-term debt

     (1 )     (441 )     (442 )
                        

Increase in interest expense, net

     5,561       (1,661 )     3,900  
                        

Increase (decrease) in net interest income

   $ 14,970     $ (16,075 )   $ (1,105 )
                        

Net Interest Margin (Fully Taxable-Equivalent Basis)

Our net interest margin was 6.36 percent for the three months ended March 31, 2008, compared to 7.58 percent for the comparable 2007 period. The decrease in net interest margin was due to a decrease in yields of our loan portfolio due to reductions in our prime-lending rate and increases in rates paid on our deposits due to the introduction of our two new interest-bearing deposit products, partially offset by decreases in rates paid on our short-term borrowings.

Average Balances, Yields and Rates Paid (Fully Taxable-Equivalent Basis)

The average yield earned on interest-earning assets is the amount of annualized fully taxable-equivalent interest income expressed as a percentage of average interest-earning assets. The average rate paid on funding sources is the amount of annualized interest expense expressed as a percentage of average funding sources. The following table sets forth average assets, liabilities, minority interest and stockholders’ equity, interest income, interest expense, annualized yields and rates, and the composition of our annualized net interest margin for the three months ended March 31, 2008 and 2007, respectively.

 

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Average Balances, Rates and Yields Three Months Ended March 31, 2008 and 2007

 

     Three months ended March 31,  
     2008     2007  

(Dollars in thousands)

   Average
Balance
    Interest
Income/
Expense
   Yield/
Rate
    Average
Balance
    Interest
Income/
Expense
   Yield/
Rate
 

Interest-earning assets:

              

Federal funds sold, securities purchased under agreement to resell and other short-term investment securities (1)

   $ 475,112     $ 4,117    3.49 %   $ 293,574     $ 3,834    5.30 %

Investment securities:

              

Taxable

     1,173,698       13,770    4.72       1,405,006       16,293    4.70  

Non-taxable (2)

     89,360       1,442    6.49       54,018       934    7.01  

Total loans, net of unearned income

     4,112,865       89,759    8.78       3,257,507       85,232    10.61  
                                          

Total interest-earning assets

     5,851,035       109,088    7.50       5,010,105       106,293    8.60  
                                          

Cash and due from banks

     276,471            277,025       

Allowance for loan losses

     (48,276 )          (43,611 )     

Goodwill

     4,092            21,296       

Other assets (3)

     668,697            457,653       
                          

Total assets

   $ 6,752,019          $ 5,722,468       
                          

Funding sources:

              

Interest-bearing liabilities:

              

NOW deposits

   $ 37,148     $ 37    0.40 %   $ 37,275     $ 36    0.39 %

Regular money market deposits

     136,485       425    1.25       167,973       395    0.95  

Bonus money market deposits

     873,954       3,234    1.49       515,162       1,061    0.84  

Time deposits

     343,571       766    0.90       312,646       696    0.90  

Foreign sweep deposits

     144,256       807    2.25       —         —      —    
                                          

Total interest-bearing deposits

     1,535,414       5,269    1.38       1,033,056       2,188    0.86  

Short-term borrowings

     234,945       1,811    3.10       548,829       7,295    5.39  

Contingently convertible debt

     149,314       239    0.64       148,560       232    0.63  

Junior subordinated debentures

     52,969       725    5.50       51,158       841    6.67  

Senior and subordinated notes

     532,376       6,854    5.18       —         —      —    

Other long-term debt

     152,636       1,604    4.23       152,669       2,046    5.44  
                                          

Total interest-bearing liabilities

     2,657,654       16,502    2.50       1,934,272       12,602    2.64  

Portion of noninterest-bearing funding sources

     3,193,381            3,075,833       
                                          

Total funding sources

     5,851,035       16,502    1.14       5,010,105       12,602    1.02  
                                          

Noninterest-bearing funding sources:

              

Demand deposits

     2,899,599            2,817,960       

Other liabilities

     245,506            152,129       

Minority interest in capital of consolidated affiliates

     261,664            171,282       

Stockholders’ equity

     687,596            646,825       

Portion used to fund interest-earning assets

     (3,193,381 )          (3,075,833 )     
                          

Total liabilities, minority interest, and stockholders’ equity

   $ 6,752,019          $ 5,722,468       
                          

Net interest income and margin

     $ 92,586    6.36 %     $ 93,691    7.58 %
                              

Total deposits

   $ 4,435,013          $ 3,851,016       
                          

 

(1) Includes average interest-bearing deposits in other financial institutions of $82.9 million and $41.8 million for the three months ended March 31, 2008 and 2007, respectively.
(2) Interest income on non-taxable investments is presented on a fully taxable-equivalent basis using the federal statutory income tax rate of 35.0 percent for all periods presented. The tax equivalent adjustments were $0.5 million and $0.3 million for the three months ended March 31, 2008 and 2007, respectively.
(3) Average investment securities of $345.2 million and $211.0 million for the three months ended March 31, 2008 and 2007, respectively, were classified as other assets as they were noninterest-earning assets. These investments primarily consisted of non-marketable securities.

Provision for (Recovery of) Loan Losses

Our provision for (recovery of) loan losses is based on our evaluation of the adequacy of the existing allowance for loan losses in relation to total gross loans and on our periodic assessment of the inherent and identified risk dynamics of the loan portfolio resulting from reviews of selected individual loans.

 

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The following table summarizes our provision for (recovery of) loan losses for the three months ended March 31, 2008 and 2007, respectively:

 

     Three months ended March 31,  

(Dollars in thousands)

   2008     2007  

Allowance for loan losses, beginning balance

   $ 47,293     $ 42,747  

Provision for (recovery of) loan losses

     7,723       (407 )

Gross loan charge-offs

     (6,208 )     (4,350 )

Loan recoveries

     828       2,266  
                

Allowance for loan losses, ending balance

   $ 49,636     $ 40,256  
                

Provision (recovery) as a percentage of total gross loans (annualized)

     0.71 %     (0.05 )%

Gross charge-offs as a percentage of total gross loans (annualized)

     0.57       0.52  

Net charge-offs as a percentage of total gross loans (annualized)

     0.49       0.25  

Allowance for loan losses as a percentage of total gross loans

     1.13 %     1.19 %

Total gross loans at period end

   $ 4,377,498     $ 3,381,144  

Our provision for loan losses increased by $8.1 million to $7.7 million for the three months ended March 31, 2008, compared to a recovery of provision for loan losses of $(0.4) million for the comparable 2007 period. The increase in our provision was primarily due to growth in our loan portfolio, increased level of loan charge-offs and lower recoveries. These increases were partially offset by a decrease in our allowance for loan losses as a percentage of total gross loans as our credit quality remains strong. We consider our allowance for loan losses of $49.6 million adequate to cover credit losses inherent in the loan portfolio at March 31, 2008.

Noninterest Income

 

     Three months ended March 31,  

(Dollars in thousands)

   2008     2007    % Change  

Client investment fees

   $ 13,722     $ 12,034    14.0 %

Foreign exchange fees

     7,844       5,259    49.2  

Deposit service charges

     5,891       3,211    83.5  

Corporate finance fees

     3,640       2,915    24.9  

Letter of credit and standby letter of credit income

     2,946       2,931    0.5  

Gains on derivative instruments, net

     2,599       1,973    31.7  

(Losses) gains on investment securities, net

     (6,112 )     12,251    (149.9 )

Other

     11,035       6,887    60.2  
                 

Total noninterest income

   $ 41,565     $ 47,461    (12.4 )%
                 

Included in net income is income/expense that is attributable to minority interests. As part of our funds management business, we recognize the entire income or loss from funds where we own significantly less than 100%. We are required under GAAP to consolidate 100% of the results of the funds that we are deemed to control. Similarly, we are required under GAAP to consolidate the results of eProsper, of which we own 65%. The relevant amounts attributable to investors other than us are reflected under “Minority Interest in Net Loss (Income) of Consolidated Affiliates”. Our net income includes only the portion of income or loss that is attributable to our ownership interest. The non-GAAP tables presented below, for noninterest income, net gains on derivative instruments, net gains (losses) on investment securities and noninterest expense, all exclude minority interest. We believe these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding our performance by excluding certain items that represent income attributable to investors other than us and our subsidiaries. Our management uses, and believes that investors benefit from referring to, these non-GAAP financial measures in assessing our operating results and when planning, forecasting and analyzing future periods. However, these non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures prepared in accordance with GAAP.

 

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The following table provides a summary of non-GAAP noninterest income, net of minority interest:

 

     Three months ended March 31,  

Non-GAAP noninterest income, net of minority interest

(Dollars in thousands)

   2008    2007     % Change  

GAAP noninterest income

   $ 41,565    $ 47,461     (12.4 )%

Less: losses (income) attributable to minority interests, including carried interest

     1,716      (12,191 )   (114.1 )
                 

Non-GAAP noninterest income, net of minority interest

   $ 43,281    $ 35,270     22.7 %
                 

Client Investment Fees

Client investment fees were $13.7 million for the three months ended March 31, 2008, compared to $12.0 million for the comparable 2007 period. The increase in client investment fees was primarily attributable to the growth in average client investment funds, particularly from an increase in deposits from our later-stage technology clients, as well as an increase in deposits from our private equity clients. The following table summarizes average client investment funds for the three months ended March 31, 2008 and 2007, respectively.

 

     Three months ended March 31,  

(Dollars in millions)

   2008    2007    % Change  

Client directed investment assets (1)

   $ 12,774    $ 11,886    7.5 %

Client investment assets under management

     6,375      5,190    22.8  

Sweep money market funds

     2,746      2,392    14.8  
                

Total average client investment funds (2)

   $ 21,895    $ 19,468    12.5 %
                

 

(1) Mutual funds and Repurchase Agreement Program assets.
(2) Client funds invested through SVB Financial Group are maintained at third party financial institutions.

Foreign Exchange Fees

Foreign exchange fees were $7.8 million for the three months ended March 31, 2008, compared to $5.3 million for the comparable 2007 period. The increase in foreign exchange fees was primarily due to higher volumes of transactions. Commissioned notional volumes were $1.44 billion for the three months ended March 31, 2008, compared to $1.13 billion for the comparable 2007 period. Because our clients’ demand for foreign currency is driven by the purchase or sale of goods and services, and because more than 85% of our trades occur in only four currencies (Euro, Pound Sterling, Canadian Dollar and Japanese Yen), the higher notional volumes reflect the impact of business conditions in those countries or regions on our clients.

Deposit Service Charges

Deposit service charges were $5.9 million for the three months ended March 31, 2008, compared to $3.2 million for the comparable 2007 period. The increase in deposit service charges was primarily attributable to a decrease in earnings credit rate obtained by clients to offset deposit service changes, which was primarily related to decreases in short-term market interest rates, as well as an increase in fee rates and volume of transactions.

 

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Gains on Derivative Instruments, Net

A summary of gains on derivative instruments, net, for the three months ended March 31, 2008 and 2007 is as follows:

 

     Three months ended March 31,  

(Dollars in thousands)

   2008     2007     % Change  

(Losses) gains on foreign exchange forward contracts, net:

      

Gains on client foreign exchange forward contracts, net (1)

   $ 728     $ 514     41.6 %

(Losses) gains on internal foreign exchange forward contracts, net (2)

     (3,091 )     378     (917.7 )
                  

Total (losses) gains on foreign exchange forward contracts, net

     (2,363 )     892     (364.9 )
                  

Equity warrant assets:

      

Gains on exercise, net

     4,516       2,983     51.4  

Change in fair value (3):

      

Cancellations and expirations

     (457 )     (747 )   (38.8 )

Other changes in fair value

     1,396       (814 )   (271.5 )
                  

Total net gains on equity warrant assets (4)

     5,455       1,422     283.6  
                  

Change in fair value of interest rate swap (5)

     (493 )     (341 )   44.6  
                  

Total gains on derivative instruments, net

   $ 2,599     $ 1,973     31.7 %
                  

 

(1) Represents the change in the fair value of foreign exchange forward contracts executed on behalf of clients to economically reduce our foreign exchange exposure risk.
(2) Represents the change in the fair value of foreign exchange forward contracts with correspondent banks to economically reduce our foreign exchange exposure risk related to certain foreign currency denominated loans. Revaluations of foreign currency denominated loans are recorded on the line item “Other” as part of noninterest income, a component of consolidated net income.
(3) As of March 31, 2008 we held warrants in 1,188 companies, compared to 1,232 companies as of March 31, 2007.
(4) Includes net gains on equity warrant assets held by consolidated investment affiliates. Relevant amounts attributable to minority interests are reflected in the interim consolidated statements of income under the caption “Minority Interest in Net Loss (Income) of Consolidated Affiliates”.
(5) Represents the change in the fair value hedge of the hedging relationship from the interest rate swap agreement related to our junior subordinated debentures. Please refer to the discussion of our interest rate swap agreement related to our junior subordinated debentures in Note 9 (Derivative Financial Instruments) of the “Notes to Interim Consolidated Financial Statements (unaudited)” in Part I, Item 1 in this report.

Gains on derivative instruments, net, were $2.6 million for the three months ended March 31, 2008, compared to $2.0 million for the comparable 2007 period. The increase of $0.6 million was primarily due to higher gains from an increase in valuations of our equity warrant assets and higher gains on exercises of equity warrant assets. These increases were partially offset by net losses from foreign exchange forward contracts. The net gains from exercised warrants of $4.5 million for the three months ended March 31, 2008 were primarily from the sale of one warrant position. Net losses from foreign exchange forward contracts include $3.1 million in net losses from changes in fair value of foreign exchange forward contracts, which was used to offset a gain of $3.9 million from revaluation of our foreign currency denominated loans, which are included in other noninterest income.

The change in the fair value of equity warrant assets was primarily attributable to changes in the value of the underlying client companies’ stock, changes in the value of the underlying assumptions used to value the equity warrant assets including changes in the risk-free interest rate, changes in the volatility of market-comparable public companies and changes in the expected life. The methodology used to calculate the fair value of equity warrant assets has been applied consistently.

The following table provides a summary of non-GAAP net gains on derivative instruments, net of minority interest:

 

     Three months ended March 31,  

Non-GAAP net gains on derivative instruments, net of minority interest

(Dollars in thousands)

   2008    2007     % Change  

GAAP net gains on derivative instruments

   $ 2,599    $ 1,973     31.7 %

Less: losses (income) attributable to minority interests (1)

     46      (590 )   (107.8 )
                 

Non-GAAP net gains on derivative instruments, net of minority interest

   $ 2,645    $ 1,383     91.3 %
                 

 

(1) Represents gains recognized from the exercise of warrants held by one of our sponsored debt funds.

 

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(Losses) Gains on Investment Securities, Net

Net losses on investment securities were $6.1 million for the three months ended March 31, 2008, compared to net gains of $12.3 million for the comparable 2007 period. Net losses on investment securities of $6.1 million for the three months ended March 31, 2008 were mainly attributable to $8.0 million of net losses from our sponsored debt funds and $0.8 million from the sale of certain equity securities, which are publicly-traded shares acquired upon exercise of equity warrant assets. These net losses were partially offset by net gains of $2.8 million from our managed funds of funds. Included in the $8.0 million in net losses from our sponsored debt funds are $7.8 million of net losses from the decreases in valuations, mainly attributable to a decrease in the share price of one investment, which was subject to transfer restrictions.

As of March 31, 2008, we held investments, either directly or through six of our managed investment funds, in 408 private equity funds, 64 companies and three sponsored debt funds.

We experience variability in the performance of our consolidated funds from quarter to quarter due to a number of factors, including changes in the values of our funds’ investments, changes in the amount of distributions and general economic and market conditions. Such variability may lead to volatility in the gains/(losses) from investment securities and cause our results for a particular period not to be indicative of our performance in a future period. For example, in the second quarter of 2007, we experienced net gains in investment securities of $13.6 million which were mainly attributable to net increases of $12.1 million in the fair value of two fund investments from our sponsored debt funds, which were subject to transfer restrictions. In the first quarter of 2008, we experienced $8.0 million in net losses from our sponsored debt funds related to subsequent declines in the valuations of these investments during the restricted transfer period.

Gains on investment securities, net, of $12.3 million for the three months ended March 31, 2007 were mainly attributable to net gains of $11.3 million from two of our managed funds of funds. Included in the $12.3 million in net gains on investment securities are $10.6 million of net gains from increases in valuations, $1.4 million of net gains from distributions and $0.3 million of net gains from the sale of certain equity securities.

The following table provides a summary of non-GAAP net (losses) gains on investment securities, net of minority interest:

 

     Three months ended March 31,  

Non-GAAP net (losses) gains on investment securities, net of minority interest

(Dollars in thousands)

   2008     2007     % Change  

GAAP net (losses) gains on investment securities

   $ (6,112 )   $ 12,251     (149.9 )%

Less: (losses) income attributable to minority interests, including carried interest

     1,899       (10,822 )   (117.5 )
                  

Non-GAAP net (losses) gains on investment securities, net of minority interest

   $ (4,213 )   $ 1,429     (394.8 )%
                  

Other Noninterest Income

A summary of other noninterest income for the three months ended March 31, 2008 and 2007, respectively, is as follows:

 

     Three months ended March 31,  

(Dollars in thousands)

   2008    2007    % Change  

Gains on foreign exchange loans revaluation, net

   $ 3,907    $ 59    —   %

Service-based fee income

     1,990      739    169.3  

Fund management fees

     1,920      1,923    (0.2 )

Credit card fees

     1,699      1,243    36.7  

Other

     1,519      2,923    (48.0 )
                

Total other noninterest income

   $ 11,035    $ 6,887    60.2 %
                

Other noninterest income was $11.0 million for the three months ended March 31, 2008, compared to $6.9 million for the comparable 2007 period. The increase of $4.1 million was primarily due to an increase of $3.8 million from revaluations of foreign currency denominated loans due to the continued weakening of the U.S. dollar in 2007 and the first quarter of 2008.

The increase in service-based fee income of $1.3 million was a result of increased activities from our subsidiary, SVB Analytics, which commenced operations in the second quarter of 2006, as well as from eProsper, in which we acquired a majority ownership during the third quarter of 2006. SVB Analytics’ revenues increased by $1.2 million to $1.4 million in the three months ended March 31, 2008, compared to $0.2 million in the comparable 2007 period, primarily as a result of an increase in the number of clients from 69 at March 31, 2007 to 324 at March 31, 2008.

 

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Noninterest Expense

 

     Three months ended March 31,  

(Dollars in thousands)

   2008     2007     % Change  

Compensation and benefits

   $ 53,781     $ 53,360     0.8 %

Professional services

     8,801       9,150     (3.8 )

Premises and equipment

     5,188       5,142     0.9  

Net occupancy

     4,348       4,804     (9.5 )

Business development and travel

     3,422       2,915     17.4  

Correspondent bank fees

     1,506       1,549     (2.8 )

Telephone

     1,152       1,433     (19.6 )

Data processing services

     1,077       1,028     4.8  

(Reduction of) provision for unfunded credit commitments

     (165 )     (1,109 )   (85.1 )

Other

     4,327       3,845     12.5  
                  

Total noninterest expense

   $ 83,437     $ 82,117     1.6 %
                  

The table below provides a summary of non-GAAP noninterest expense, net of minority interest:

 

     Three months ended March 31,  

Non-GAAP noninterest expense, net of minority interest

(Dollars in thousands)

   2008     2007     % Change  

GAAP noninterest expense

   $ 83,437     $ 82,117     1.6 %

Less: amounts attributable to minority interests

     (2,759 )     (2,255 )   22.4  
                  

Non-GAAP noninterest expense, net of minority interest

   $ 80,678     $ 79,862     1.0 %
                  

Compensation and Benefits

Compensation and benefits expense was $53.8 million for the three months ended March 31, 2008, compared to $53.4 million for the comparable 2007 period. The increase of $0.4 million was largely due to higher compensation costs related to our incentive compensation plan, partially offset by a decrease in salaries and wages expense paid to temporary employees, primarily related to additional expenses incurred in the beginning of 2007 associated with certain information technology (“IT”) projects. The average number of FTE personnel increased slightly to 1,174 for the three months ended March 31, 2008, compared to 1,171 for the comparable 2007 period.

Our compensation plans primarily consist of the Incentive Compensation Plan, Direct Drive Incentive Compensation Plan, SVB Financial Group 401(k) and Employee Stock Ownership Plan (“ESOP”), Retention Program and Warrant Incentive Plan. Total costs incurred under the above plans were $16.6 million for the three months ended March 31, 2008, compared to $14.7 million for the comparable 2007 period. The increase of $1.9 million was primarily related to a $1.6 million increase in our incentive compensation expense and a $0.8 million increase in our 401(k) and ESOP expense. These increases were partially offset by a $0.6 million decrease in retention compensation expense.

Business Development and Travel

Business development and travel expense was $3.4 million for the three months ended March 31, 2008, compared to $2.9 million for the comparable 2007 period. The increase of $0.5 million was attributable to an increase in business development by all of our business units.

(Reduction of) Provision for Unfunded Credit Commitments

We calculate the (reduction of) provision for unfunded credit commitments based on the credit commitments outstanding, as well as the credit quality of our loan commitments. We recorded a (reduction of) provision of $(0.2) million to the liability for unfunded credit commitments for the three months ended March 31, 2008, compared to a (reduction of) provision of $(1.1) million for the comparable 2007 period. The (reduction of) provision for the three months ended March 31, 2008 reflected a slight decrease in the balance of our total unfunded credit commitments from $4.94 billion at December 31, 2007 to $4.86 billion at March 31, 2008. The (reduction of) provision for the three months ended March 31, 2007 was primarily due to a decrease in our allowance for loan losses as a percentage of total gross loans from 1.22 percent at December 31, 2006 to 1.19 percent at March 31, 2007, partially offset by an increase in the balance of our total unfunded credit commitments from $4.06 billion at December 31, 2006 to $4.29 billion at March 31, 2007. Our reserve for unfunded credit commitments was $13.3 million at March 31, 2008 compared to $13.5 million at March 31, 2007.

 

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Other Noninterest Expense

Other noninterest expense largely consisted of tax credit fund amortization, postage and supplies, Federal Deposit Insurance Corporation assessments, dues and publications expense and insurance and protections expense. Other noninterest expense was $4.3 million for the three months ended March 31, 2008, compared to $3.8 million for the comparable 2007 period. The increase of $0.5 million was primarily related to increased FDIC assessments due to a one-time credit received in 2007.

Minority Interest in Net Loss (Income) of Consolidated Affiliates

Minority interest in the net loss (income) of consolidated affiliates is primarily related to