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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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91-1962278
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3003 Tasman Drive, Santa Clara, California
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95054-1191
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common stock, par value $0.001 per share
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NASDAQ Global Select Market
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Junior subordinated debentures issued by SVB Capital II and the guarantee with respect thereto
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NASDAQ Global Select Market
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Documents Incorporated by Reference
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Parts of Form 10-K
Into Which
Incorporated
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Definitive proxy statement for the Company's 2014 Annual Meeting of Stockholders to be filed within 120 days of the end of the fiscal year ended December 31, 2013
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Part III
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Page
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PART I.
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV.
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Item 15.
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•
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Projections of our net interest income, noninterest income, earnings per share, noninterest expenses (including professional services, compliance, compensation and other costs), cash flows, balance sheet positions, capital expenditures, liquidity and capitalization or other financial items
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•
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Descriptions of our strategic initiatives, plans or objectives for future operations, including pending sales or acquisitions
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•
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Forecasts of venture capital/private equity funding and investment levels
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•
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Forecasts of future interest rates, economic performance, and income from investments
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•
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Forecasts of expected levels of provisions for loan losses, loan growth and client funds
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•
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Descriptions of assumptions underlying or relating to any of the foregoing
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•
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Market and economic conditions (including interest rate environment, and levels of public offerings, mergers/acquisitions and venture capital financing activities) and the associated impact on us
|
•
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The sufficiency of our capital, including sources of capital (such as funds generated through retained earnings), the extent to which capital may be used or required, and our capital category classification
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•
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The adequacy of our liquidity position, including sources of liquidity (such as funds generated through retained earnings)
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•
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Our overall investment plans, strategies and activities, including venture capital/private equity funding and investments, and our investment of excess cash/liquidity
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•
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The realization, timing, valuation and performance of equity or other investments, including the impact of changes in our valuation of our investments, such as FireEye
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•
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The likelihood that the market value of our impaired investments will recover
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•
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Our intent to sell our available-for-sale securities prior to recovery of our cost basis, or the likelihood of such
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•
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The impact on our interest income from mortgage prepayment levels as it relates to our premium amortization expense, and from changes in loan yields due to shifts in loan mix
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•
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Expected cash requirements for unfunded commitments to certain investments, including capital calls
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•
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Our overall management of interest rate risk, including managing the sensitivity of our interest-earning assets and interest-bearing liabilities to interest rates, and the impact to earnings from a change in interest rates
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•
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The credit quality of our loan portfolio, including levels and trends of nonperforming loans, impaired loans, criticized loans and troubled debt restructurings
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•
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The adequacy of reserves (including allowance for loan and lease losses) and the appropriateness of our methodology for calculating such reserves
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•
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The level of loan and deposit balances
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•
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The level of client investment fees and associated margins
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•
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The profitability of our products and services, including loan yields, loan pricing, and interest margins
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•
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Our strategic initiatives, including the expansion of operations and business activities in China, India, Israel, the UK and elsewhere domestically or internationally
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•
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The expansion and growth of our noninterest income sources
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•
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Distributions of venture capital, private equity or debt fund investment proceeds; intentions to sell such fund investments
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•
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The changes in, or adequacy of, our unrecognized tax benefits and any associated impact
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•
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The realization of certain deferred tax assets, and of any benefit stemming from certain net operating loss carryforwards.
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•
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The extent to which counterparties, including those to our forward and option contracts, will perform their contractual obligations
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•
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The condition and suitability of our properties
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•
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The manner in which we compete
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•
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Our estimated potential liability associated with certain securities subject to rescission rights in connection with our 401(k) plan
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•
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The effect of application of accounting pronouncements and regulatory requirements
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•
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The effect of lawsuits and claims
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•
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Regulatory developments, including the nature and timing of the adoption and effectiveness of requirements under the Dodd-Frank Act (as defined below), new capital requirements and other applicable Federal, State and International laws and regulations, and any related impact on us
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•
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The expected impact of the "Volcker Rule" under the Dodd-Frank Act, including our intention to seek the maximum extensions to the conformance period applicable to us
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ITEM 1.
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BUSINESS
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•
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Our
SVB Accelerator
practice focuses on serving our
“
emerging
”
or
“
early stage
”
clients. These clients are generally in the start-up or early stages of their life cycles. They are typically privately-held and funded by friends and family,
“
seed
”
or
“
angel
”
investors, or have gone through an initial round of venture capital financing. They are typically engaged in research and development, have little or no revenue and may have only brought a few products or services to market. SVB Accelerator clients tend to have annual revenues below $5 million, with many being pre-revenue companies.
|
•
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Our
SVB Growth
practice serves our
“
mid-stage
”
and
“
late-stage
”
clients. These clients are in the intermediate or later stages of their life cycles and are generally privately-held, and many are dependent on venture capital for funding. Some of these clients are in the more advanced stages of their life cycles and may be publicly held or poised to become publicly held. Our SVB Growth clients generally have a solid or more established product or service offering in the market, with more meaningful or considerable revenue. They also may be expanding globally. SVB Growth clients tend to have annual revenues between $5 million and $75 million.
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•
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Our
SVB Corporate Finance
practice serves primarily our large corporate clients, which are more mature and established companies. These clients are generally publicly-held or large privately-held companies, have a more sophisticated product or service offering in the market, and significant revenue. They also may be expanding globally. SVB Corporate Finance clients tend to have annual revenues over $75 million.
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•
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Require periodic reports and such additional information as the Federal Reserve may require in its discretion;
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•
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Require the maintenance of certain levels of capital;
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•
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Restrict the ability of bank holding companies to service debt or to receive dividends or other distributions from their subsidiary banks;
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•
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Require prior approval for senior executive officer and director changes under certain circumstances;
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•
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Require that bank holding companies serve as a source of financial and managerial strength to subsidiary banks and commit resources as necessary to support each subsidiary bank. A bank holding company's failure to meet its obligations to serve as a source of strength to its subsidiary banks will generally be considered by the Federal Reserve to be an unsafe and unsound banking practice or a violation of Federal Reserve regulations or both under current law, and will be a statutory violation under the Dodd-Frank Act, as described below;
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•
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Terminate an activity or terminate control of or liquidate or divest certain subsidiaries, affiliates or investments if the Federal Reserve believes the activity or the control of the subsidiary or affiliate constitutes a serious risk to the financial safety, soundness or stability of any bank subsidiary;
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•
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Regulate provisions of certain bank holding company debt, including the authority to impose interest ceilings and reserve requirements on such debt and require prior approval to purchase or redeem our securities in certain situations; and
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•
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Approve acquisitions and mergers with banks and consider certain competitive, management, financial, financial stability and other factors in granting these approvals. Similar California and other state banking agency approvals may also be required.
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•
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Capital standards applicable to bank holding companies may be no less stringent than those applied to insured depository institutions;
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•
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Annual stress tests for entities, including the Bank, and early remediation or so-called living wills are required for larger banks with more than $50 billion in assets, as well as risk committees of its board of directors that include a risk expert, and such requirements may have the effect of establishing new best practices standards for banks below $50 billion in assets, such as SVB Financial Group;
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•
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Restrictions on a bank's ability to sponsor or invest in certain funds, including hedge or private equity funds;
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•
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Repeal of the federal prohibition (Regulation Q) on the payment of interest on demand deposits, including business checking accounts, and made permanent the $250,000 limit for federal deposit insurance;
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•
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The establishment of the CFPB with responsibility for promulgating and enforcing regulations designed to protect consumers' financial interests and prohibit unfair, deceptive and abusive acts and practices by financial institutions;
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•
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The CFPB to directly examine those financial institutions with $10 billion or more in assets, such as SVBFG, for compliance with the regulations promulgated by the CFPB;
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•
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Limits, or places significant burdens and compliance and other costs, on activities traditionally conducted by banking organizations, such as originating and securitizing mortgage loans and other financial assets, arranging and participating in swap and derivative transactions, proprietary trading and investing in private equity and other funds and restrictions on debit charge interchange fees; and
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•
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The establishment of new compensation restrictions and standards regarding the time, manner and form of compensation given to key executives and other personnel receiving incentive compensation, including documentation and governance, proxy access by stockholders, deferral and claw-back requirements.
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•
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Require affirmative action to correct any conditions resulting from any violation or practice;
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•
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Require prior approval for senior executive officer and director changes;
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•
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Direct an increase in capital and the maintenance of specific minimum capital ratios which may preclude the Bank from being deemed well capitalized for regulatory purposes;
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•
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Restrict the Bank's growth geographically, by products and services, or by mergers and acquisitions;
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•
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Enter into informal or formal enforcement orders, including memoranda of understanding, written agreements and consent or cease and desist orders to take corrective action and enjoin unsafe and unsound practices;
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•
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Restrict or prohibit the Bank from paying dividends or making other distributions to SVB Financial;
|
•
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Remove officers and directors and assess civil monetary penalties; and
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•
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Take possession of and close and liquidate the Bank.
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•
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“
Tier 1 capital
”
consists of common equity, retained earnings, qualifying non-cumulative perpetual preferred stock, a limited amount of qualifying cumulative perpetual preferred stock issued prior to May 19, 2010 and noncontrolling interests in the equity accounts of consolidated subsidiaries (including trust-preferred securities), less goodwill and certain other intangible assets. Qualifying Tier 1 capital may consist of trust-preferred securities issued prior to May 19, 2010, subject to certain criteria and quantitative limits for inclusion of restricted core capital elements in Tier 1 capital.
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•
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“
Tier 2 capital
”
includes, among other things, hybrid capital instruments, perpetual debt, mandatory convertible debt securities, qualifying term subordinated debt, preferred stock that does not qualify as Tier 1 capital, and a limited amount of allowance for loan and lease losses.
|
▪
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4.5% CET1 to risk-weighted assets
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▪
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6.0% Tier 1 capital to risk-weighted assets
|
▪
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8.0% Total capital to risk-weighted assets
|
▪
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4% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known as the “leverage ratio”)
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ITEM 1A.
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RISK FACTORS
|
•
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actual or anticipated quarterly fluctuations in our operating results and financial condition;
|
•
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changes in revenue or earnings estimates or publication of research reports and recommendations by financial analysts;
|
•
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failure to meet analysts’ revenue or earnings estimates;
|
•
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speculation in the press or investment community;
|
•
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strategic actions by us or our competitors;
|
•
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actions by institutional stockholders;
|
•
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fluctuations in the stock price and operating results of our competitors;
|
•
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general market conditions and, in particular, developments related to market conditions for the financial services industry;
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•
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proposed or adopted regulatory changes or developments;
|
•
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anticipated or pending investigations, proceedings or litigation that involve or affect us; or
|
•
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domestic and international economic factors unrelated to our performance.
|
ITEM 1B.
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UNRESOLVED STAFF COMMENTS
|
ITEM 2.
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PROPERTIES
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ITEM 3.
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LEGAL PROCEEDINGS
|
Item 5.
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MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
2013
|
|
2012
|
||||||||||||
Three months ended:
|
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Low
|
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High
|
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Low
|
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High
|
||||||||
March 31
|
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$
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56.84
|
|
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$
|
71.15
|
|
|
$
|
47.54
|
|
|
$
|
67.49
|
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June 30
|
|
65.59
|
|
|
83.91
|
|
|
54.12
|
|
|
66.07
|
|
||||
September 30
|
|
79.54
|
|
|
91.46
|
|
|
55.09
|
|
|
62.85
|
|
||||
December 31
|
|
86.06
|
|
|
106.99
|
|
|
52.40
|
|
|
62.49
|
|
*
|
$100 invested on
12/31/08
in stock & index-including reinvestment of dividends.
|
|
|
December 31,
|
||||||||||||||||||||||
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
||||||||||||
SVB Financial Group
|
|
$
|
100.00
|
|
|
$
|
158.83
|
|
|
$
|
202.25
|
|
|
$
|
181.81
|
|
|
$
|
213.38
|
|
|
$
|
399.77
|
|
S&P 500
|
|
100.00
|
|
|
126.46
|
|
|
145.51
|
|
|
148.59
|
|
|
172.37
|
|
|
228.19
|
|
||||||
NASDAQ Composite
|
|
100.00
|
|
|
144.88
|
|
|
170.58
|
|
|
171.30
|
|
|
199.99
|
|
|
283.39
|
|
||||||
NASDAQ Bank
|
|
100.00
|
|
|
84.86
|
|
|
97.62
|
|
|
87.11
|
|
|
102.06
|
|
|
144.32
|
|
Item 6.
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SELECTED CONSOLIDATED FINANCIAL DATA
|
|
|
Year ended December 31,
|
||||||||||||||||||
(Dollars in thousands, except per share data and ratios)
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Income statement summary:
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|
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|
||||||||||
Net interest income
|
|
$
|
697,344
|
|
|
$
|
617,864
|
|
|
$
|
526,277
|
|
|
$
|
418,135
|
|
|
$
|
382,150
|
|
Provision for loan losses
|
|
(63,693
|
)
|
|
(44,330
|
)
|
|
(6,101
|
)
|
|
(44,628
|
)
|
|
(90,180
|
)
|
|||||
Noninterest income
|
|
673,206
|
|
|
335,546
|
|
|
382,332
|
|
|
247,530
|
|
|
97,743
|
|
|||||
Noninterest expense excluding impairment of goodwill
|
|
(621,680
|
)
|
|
(545,998
|
)
|
|
(500,628
|
)
|
|
(422,818
|
)
|
|
(339,774
|
)
|
|||||
Impairment of goodwill
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,092
|
)
|
|||||
Income before income tax expense
|
|
685,177
|
|
|
363,082
|
|
|
401,880
|
|
|
198,219
|
|
|
45,847
|
|
|||||
Income tax expense
|
|
(139,058
|
)
|
|
(113,269
|
)
|
|
(119,087
|
)
|
|
(61,402
|
)
|
|
(35,207
|
)
|
|||||
Net income before noncontrolling interests
|
|
546,119
|
|
|
249,813
|
|
|
282,793
|
|
|
136,817
|
|
|
10,640
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
|
(330,266
|
)
|
|
(74,710
|
)
|
|
(110,891
|
)
|
|
(41,866
|
)
|
|
37,370
|
|
|||||
Net income attributable to SVBFG
|
|
$
|
215,853
|
|
|
$
|
175,103
|
|
|
$
|
171,902
|
|
|
$
|
94,951
|
|
|
$
|
48,010
|
|
Preferred stock dividend and discount accretion
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,336
|
)
|
|||||
Net income available to common stockholders
|
|
$
|
215,853
|
|
|
$
|
175,103
|
|
|
$
|
171,902
|
|
|
$
|
94,951
|
|
|
$
|
22,674
|
|
Common share summary:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per common share—basic
|
|
$
|
4.76
|
|
|
$
|
3.96
|
|
|
$
|
4.00
|
|
|
$
|
2.27
|
|
|
$
|
0.67
|
|
Earnings per common share—diluted
|
|
4.70
|
|
|
3.91
|
|
|
3.94
|
|
|
2.24
|
|
|
0.66
|
|
|||||
Book value per common share
|
|
42.93
|
|
|
41.02
|
|
|
36.07
|
|
|
30.15
|
|
|
27.30
|
|
|||||
Weighted average shares outstanding—basic
|
|
45,309
|
|
|
44,242
|
|
|
43,004
|
|
|
41,774
|
|
|
33,901
|
|
|||||
Weighted average shares outstanding—diluted
|
|
45,944
|
|
|
44,764
|
|
|
43,637
|
|
|
42,478
|
|
|
34,183
|
|
|||||
Year-end balance sheet summary:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment securities
|
|
$
|
13,582,315
|
|
|
$
|
12,527,442
|
|
|
$
|
11,540,486
|
|
|
$
|
8,639,487
|
|
|
$
|
4,491,719
|
|
Loans, net of unearned income
|
|
10,906,386
|
|
|
8,946,933
|
|
|
6,970,082
|
|
|
5,521,737
|
|
|
4,548,094
|
|
|||||
Total assets
|
|
26,417,189
|
|
|
22,766,123
|
|
|
19,968,894
|
|
|
17,527,761
|
|
|
12,841,399
|
|
|||||
Deposits
|
|
22,472,979
|
|
|
19,176,452
|
|
|
16,709,536
|
|
|
14,336,941
|
|
|
10,331,937
|
|
|||||
Short-term borrowings
|
|
5,080
|
|
|
166,110
|
|
|
—
|
|
|
37,245
|
|
|
38,755
|
|
|||||
Long-term debt
|
|
455,216
|
|
|
457,762
|
|
|
603,648
|
|
|
1,209,260
|
|
|
856,650
|
|
|||||
SVBFG stockholders' equity
|
|
1,966,270
|
|
|
1,830,555
|
|
|
1,569,392
|
|
|
1,274,350
|
|
|
1,128,343
|
|
|||||
Average balance sheet summary:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Available-for-sale securities
|
|
$
|
10,598,879
|
|
|
$
|
10,685,564
|
|
|
$
|
9,350,381
|
|
|
$
|
5,347,327
|
|
|
$
|
2,282,331
|
|
Loans, net of unearned income
|
|
9,351,378
|
|
|
7,558,928
|
|
|
5,815,071
|
|
|
4,435,911
|
|
|
4,699,696
|
|
|||||
Total assets
|
|
23,210,747
|
|
|
21,311,172
|
|
|
18,670,499
|
|
|
14,858,236
|
|
|
11,326,341
|
|
|||||
Deposits
|
|
19,619,194
|
|
|
17,910,088
|
|
|
15,568,801
|
|
|
12,028,327
|
|
|
8,794,099
|
|
|||||
Short-term borrowings
|
|
27,018
|
|
|
70,802
|
|
|
16,994
|
|
|
49,972
|
|
|
46,133
|
|
|||||
Long-term debt
|
|
456,484
|
|
|
518,112
|
|
|
796,823
|
|
|
968,378
|
|
|
923,854
|
|
|||||
SVBFG stockholders' equity
|
|
1,927,674
|
|
|
1,735,281
|
|
|
1,448,398
|
|
|
1,230,569
|
|
|
1,063,175
|
|
|||||
Capital ratios:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
SVBFG total risk-based capital ratio
|
|
13.13
|
%
|
|
14.05
|
%
|
|
13.95
|
%
|
|
17.35
|
%
|
|
19.94
|
%
|
|||||
SVBFG tier 1 risk-based capital ratio
|
|
11.94
|
|
|
12.79
|
|
|
12.62
|
|
|
13.63
|
|
|
15.45
|
|
|||||
SVBFG tier 1 leverage ratio
|
|
8.31
|
|
|
8.06
|
|
|
7.92
|
|
|
7.96
|
|
|
9.53
|
|
|||||
SVBFG tangible common equity to tangible assets (1)
|
|
7.44
|
|
|
8.04
|
|
|
7.86
|
|
|
7.27
|
|
|
8.78
|
|
|||||
SVBFG tangible common equity to risk-weighted assets (1)
|
|
11.63
|
|
|
13.53
|
|
|
13.25
|
|
|
13.54
|
|
|
15.05
|
|
|||||
Bank total risk-based capital ratio
|
|
11.32
|
|
|
12.53
|
|
|
12.33
|
|
|
15.48
|
|
|
17.05
|
|
|||||
Bank tier 1 risk-based capital ratio
|
|
10.11
|
|
|
11.24
|
|
|
10.96
|
|
|
11.61
|
|
|
12.45
|
|
|||||
Bank tier 1 leverage ratio
|
|
7.04
|
|
|
7.06
|
|
|
6.87
|
|
|
6.82
|
|
|
7.67
|
|
|||||
Bank tangible common equity to tangible assets (1)
|
|
6.59
|
|
|
7.41
|
|
|
7.18
|
|
|
6.61
|
|
|
7.50
|
|
|||||
Bank tangible common equity to risk-weighted assets (1)
|
|
9.87
|
|
|
12.08
|
|
|
11.75
|
|
|
11.88
|
|
|
12.53
|
|
|||||
Average SVBFG stockholders' equity to average assets
|
|
8.31
|
|
|
8.14
|
|
|
7.76
|
|
|
8.28
|
|
|
9.39
|
|
|||||
Selected financial results:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average assets
|
|
0.93
|
%
|
|
0.82
|
%
|
|
0.92
|
%
|
|
0.64
|
%
|
|
0.42
|
%
|
|||||
Return on average common SVBFG stockholders' equity
|
|
11.20
|
|
|
10.09
|
|
|
11.87
|
|
|
7.72
|
|
|
2.13
|
|
|||||
Net interest margin
|
|
3.29
|
|
|
3.19
|
|
|
3.08
|
|
|
3.08
|
|
|
3.73
|
|
|||||
Gross loan charge-offs to average total gross loans
|
|
0.45
|
|
|
0.44
|
|
|
0.41
|
|
|
1.15
|
|
|
3.03
|
|
|||||
Net loan charge-offs (recoveries) to average total gross loans
|
|
0.33
|
|
|
0.31
|
|
|
(0.02
|
)
|
|
0.77
|
|
|
2.64
|
|
|||||
Nonperforming assets as a percentage of total assets
|
|
0.20
|
|
|
0.17
|
|
|
0.18
|
|
|
0.22
|
|
|
0.39
|
|
|||||
Allowance for loan losses as a percentage of total gross loans
|
|
1.30
|
|
|
1.23
|
|
|
1.28
|
|
|
1.48
|
|
|
1.58
|
|
|
(1)
|
See “Management's Discussion and Analysis of Financial Condition and Results of Operations-Capital Resources-Capital Ratios” under Part II, Item 7 in this report for a reconciliation of non-GAAP tangible common equity to tangible assets and tangible common equity to risk-weighted assets.
|
▪
|
Average loan balances of
$9.4 billion
, an increase of
$1.8 billion
, or
23.7
percent. Period-end loan balances were
$10.9 billion
, an increase of
$2.0 billion
, or
21.9
percent.
|
▪
|
Average deposit balances of
$19.6 billion
, an increase of $1.7 billion, or 9.5 percent. Period-end deposit balances were
$22.5 billion
, an increase of
$3.3 billion
,
17.2
percent.
|
▪
|
Average total client funds (including both on-balance sheet deposits and off-balance sheet client investment funds) were $43.8 billion, an increase of $5.7 billion, or 15.0 percent. Period-end total client funds were
$48.8 billion
, an increase of
$7.1 billion
, or
17.1
percent.
|
▪
|
Net interest income (fully taxable equivalent basis) of
$699.1 million
, an increase of
$79.3 million
, primarily due to an increase in interest income from loans attributable to growth in average balances of
$1.8 billion
. This increase was partially offset by a decrease in the overall yield of our loan portfolio from a shift in the mix of our late stage and sponsor-led buyout portfolios from national Prime rate, to LIBOR, indexed loans, in addition to, lower rates on existing and new capital call lines, as a result of increased competition.
|
▪
|
Our net interest margin increased to
3.29
percent, compared to
3.19
percent, primarily due to growth in average loan balances (higher-yielding assets), partially offset by lower loan yields from a continued shift in the mix of our loans as noted previously.
|
▪
|
A provision for loan losses of
$63.7 million
, compared to
$44.3 million
. The provision of
$63.7 million
in 2013 was primarily driven by net charge-offs of $31.5 million and period-end loan growth of
$2.0 billion
resulting in a provision
|
▪
|
Non-GAAP core fee income (deposit service charges, letters of credit fees, credit card fees, lending related fees, client investment fees, and foreign exchange fees) of $
175.5 million
, an increase of $
17.1 million
, or
10.8
percent. This increase reflects increased client activity and continued growth in our business, primarily from credit card fees, foreign exchange fees and lending related fees. See “Results of Operations—Noninterest Income” for a description and reconciliation of non-GAAP core fee income.
|
▪
|
Non-GAAP net gains on investment securities, net of noncontrolling interests and excluding gains on sales of certain-available-for-sale securities of
$77.3 million
compared to
$31.5 million
. The increase was primarily related to strong IPO and M&A activity with primary contributions from FireEye and Twitter. See “Results of Operations—Noninterest Income—Gains on Investment Securities, Net” for further details and a reconciliation of non-GAAP net gains on investment securities, net of noncontrolling interests.
|
▪
|
Gains of $46.1 million from equity warrant assets, an increase of $26.7 million, or 137.8 percent. The increase was primarily driven by healthy IPO and M&A activity, including the FireEye and Twitter IPOs.
|
▪
|
Noninterest expense of
$621.7 million
, an increase of
$75.7 million
, or
13.9
percent. The increase was primarily due to increases in incentive compensation and other employee benefits as a result of the strong performance in 2013 relative to our internal performance targets.
|
▪
|
Overall, our liquidity remained strong based on the attributes of our period-end available-for-sale securities portfolio, which totaled
$12.0 billion
at December 31, 2013, compared to
$11.3 billion
at December 31, 2012. Our available-for-sale securities portfolio continued to be a good source of liquidity as it was invested in high quality investments and generated steady monthly cash flows. Additionally, our available-for-sale securities portfolio continued to provide us with the ability to secure wholesale borrowings, as needed.
|
|
|
Year ended December 31,
|
||||||||||
(Dollars in thousands, except per share data and ratios)
|
|
2013
|
|
2012
|
|
% Change
|
||||||
Income Statement:
|
|
|
|
|
|
|
|
|||||
Diluted earnings per share
|
|
$
|
4.70
|
|
|
$
|
3.91
|
|
|
20.2
|
|
%
|
Net income available to common stockholders
|
|
215,853
|
|
|
175,103
|
|
|
23.3
|
|
|
||
Net interest income
|
|
697,344
|
|
|
617,864
|
|
|
12.9
|
|
|
||
Net interest margin
|
|
3.29
|
%
|
|
3.19
|
%
|
|
10
|
|
bps
|
||
Provision for loan losses
|
|
$
|
63,693
|
|
|
$
|
44,330
|
|
|
43.7
|
|
%
|
Noninterest income
|
|
673,206
|
|
|
335,546
|
|
|
100.6
|
|
|
||
Noninterest expense
|
|
621,680
|
|
|
545,998
|
|
|
13.9
|
|
|
||
Non-GAAP net income available to common stockholders (1)
|
|
215,853
|
|
|
169,569
|
|
|
27.3
|
|
|
||
Non-GAAP diluted earnings per common share (1)
|
|
4.70
|
|
|
3.79
|
|
|
24.0
|
|
|
||
Non-GAAP noninterest income, net of noncontrolling interests and excluding gains on sales of certain assets (2)
|
|
330,302
|
|
|
240,408
|
|
|
37.4
|
|
|
||
Non-GAAP noninterest expense, net of noncontrolling interests (3)
|
|
608,966
|
|
|
534,662
|
|
|
13.9
|
|
|
||
Balance Sheet:
|
|
|
|
|
|
|
|
|||||
Average loans, net of unearned income
|
|
$
|
9,351,378
|
|
|
$
|
7,558,928
|
|
|
23.7
|
|
%
|
Average noninterest-bearing demand deposits
|
|
13,892,006
|
|
|
12,765,506
|
|
|
8.8
|
|
|
||
Average interest-bearing deposits
|
|
5,727,188
|
|
|
5,144,582
|
|
|
11.3
|
|
|
||
Average total deposits
|
|
19,619,194
|
|
|
17,910,088
|
|
|
9.5
|
|
|
||
Earnings Ratios:
|
|
|
|
|
|
|
|
|||||
Return on average assets (4)
|
|
0.93
|
%
|
|
0.82
|
%
|
|
13.4
|
|
%
|
||
Return on average common SVBFG stockholders’ equity (5)
|
|
11.20
|
|
|
10.09
|
|
|
11.0
|
|
|
||
Asset Quality Ratios:
|
|
|
|
|
|
|
|
|||||
Allowance for loan losses as a percentage of total period-end gross loans
|
|
1.30
|
%
|
|
1.23
|
%
|
|
7
|
|
bps
|
||
Allowance for loan losses for performing loans as a percentage of total gross performing loans
|
|
1.11
|
|
|
1.16
|
|
|
(5
|
)
|
|
||
Gross loan charge-offs as a percentage of average total gross loans (annualized)
|
|
0.45
|
|
|
0.44
|
|
|
1
|
|
|
||
Net loan charge-offs (recoveries) as a percentage of average total gross loans (annualized)
|
|
0.33
|
|
|
0.31
|
|
|
2
|
|
|
||
Capital Ratios:
|
|
|
|
|
|
|
|
|||||
SVBFG total risk-based capital ratio
|
|
13.13
|
%
|
|
14.05
|
%
|
|
(92
|
)
|
bps
|
||
SVBFG tier 1 risk-based capital ratio
|
|
11.94
|
|
|
12.79
|
|
|
(85
|
)
|
|
||
SVBFG tier 1 leverage ratio
|
|
8.31
|
|
|
8.06
|
|
|
25
|
|
|
||
SVBFG tangible common equity to tangible assets (6)
|
|
7.44
|
|
|
8.04
|
|
|
(60
|
)
|
|
||
SVBFG tangible common equity to risk-weighted assets (6)
|
|
11.63
|
|
|
13.53
|
|
|
(190
|
)
|
|
||
Bank total risk-based capital ratio
|
|
11.32
|
|
|
12.53
|
|
|
(121
|
)
|
|
||
Bank tier 1 risk-based capital ratio
|
|
10.11
|
|
|
11.24
|
|
|
(113
|
)
|
|
||
Bank tier 1 leverage ratio
|
|
7.04
|
|
|
7.06
|
|
|
(2
|
)
|
|
||
Bank tangible common equity to tangible assets (6)
|
|
6.59
|
|
|
7.41
|
|
|
(82
|
)
|
|
||
Bank tangible common equity to risk-weighted assets (6)
|
|
9.87
|
|
|
12.08
|
|
|
(221
|
)
|
|
||
Other Ratios:
|
|
|
|
|
|
|
|
|||||
Operating efficiency ratio (7)
|
|
45.30
|
%
|
|
57.15
|
%
|
|
(20.7
|
)
|
%
|
||
Non-GAAP operating efficiency ratio (3)
|
|
59.16
|
|
|
62.16
|
|
|
(4.8
|
)
|
|
||
Book value per common share (8)
|
|
$
|
42.93
|
|
|
$
|
41.02
|
|
|
4.7
|
|
|
Other Statistics:
|
|
|
|
|
|
|
|
|||||
Average full-time equivalent employees
|
|
1,669
|
|
|
1,581
|
|
|
5.6
|
|
%
|
||
Period-end full-time equivalent employees
|
|
1,704
|
|
|
1,615
|
|
|
5.5
|
|
|
|
(1)
|
See "Non-GAAP Net Income and Non-GAAP Diluted Earnings Per Common Share” below for a description and reconciliation of non-GAAP net income available to common stockholders and non-GAAP diluted earnings per share.
|
(2)
|
See “Results of Operations–Noninterest Income” below for a description and reconciliation of non-GAAP noninterest income.
|
(3)
|
See “Results of Operations–Noninterest Expense” below for a description and reconciliation of non-GAAP noninterest expense and non-GAAP operating efficiency ratio.
|
(4)
|
Ratio represents consolidated net income available to common stockholders divided by average assets.
|
(5)
|
Ratio represents consolidated net income available to common stockholders divided by average SVBFG stockholders’ equity.
|
(6)
|
See “Capital Resources–Capital Ratios” for a reconciliation of non-GAAP tangible common equity to tangible assets and tangible common equity to risk-weighted assets.
|
(7)
|
The operating efficiency ratio is calculated by dividing total noninterest expense by total taxable-equivalent net interest income plus noninterest income.
|
(8)
|
Book value per common share is calculated by dividing total SVBFG stockholders’ equity by total outstanding common shares at period-end.
|
|
|
Year ended December 31,
|
||||||
(Dollars in thousands, except per share data and ratios)
|
|
2013
|
|
2012
|
||||
Net income available to common stockholders
|
|
$
|
215,853
|
|
|
$
|
175,103
|
|
Less: gains on sales of available-for-sale securities (1)
|
|
—
|
|
|
(4,955
|
)
|
||
Tax impact of gains on sales of certain available-for-sale securities
|
|
—
|
|
|
1,974
|
|
||
Less: net gains on the sale of certain assets related to our equity management services business (2)
|
|
—
|
|
|
(4,243
|
)
|
||
Tax impact of net gains on the sale of certain assets related to our equity management services business
|
|
—
|
|
|
1,690
|
|
||
Non-GAAP net income available to common stockholders
|
|
$
|
215,853
|
|
|
$
|
169,569
|
|
GAAP earnings per common share—diluted
|
|
$
|
4.70
|
|
|
$
|
3.91
|
|
Less: gains on sales of certain available-for-sale securities (1)
|
|
—
|
|
|
(0.11
|
)
|
||
Tax impact of gains on sales of certain available-for-sale securities
|
|
—
|
|
|
0.05
|
|
||
Less: net gains on the sale of certain assets related to our equity management services business (2)
|
|
—
|
|
|
(0.10
|
)
|
||
Tax impact of net gains on the sale of certain assets related to our equity management services business
|
|
—
|
|
|
0.04
|
|
||
Non-GAAP earnings per common share—diluted
|
|
$
|
4.70
|
|
|
$
|
3.79
|
|
Weighted average diluted common shares outstanding
|
|
45,943,686
|
|
|
44,764,395
|
|
|
(1)
|
Gains on the sales of $316 million in certain available-for-sale securities in the second quarter of 2012.
|
(2)
|
Net gains of $4.2 million from the sale of certain assets related to our equity management services business in the second quarter of 2012.
|
•
|
Changes in lending policies and procedures, including underwriting standards and collections, and charge-off and recovery practices;
|
•
|
Changes in national and local economic business conditions, including the market and economic condition of our clients' industry sectors;
|
•
|
Changes in the nature of our loan portfolio;
|
•
|
Changes in experience, ability, and depth of lending management and staff;
|
•
|
Changes in the trend of the volume and severity of past due and classified loans;
|
•
|
Changes in the trend of the volume of nonaccrual loans, troubled debt restructurings, and other loan modifications;
|
•
|
Reserve floor for portfolio segments that would not draw a minimum reserve based on the lack of historical loan loss experience;
|
•
|
Reserve for large funded loan exposure; and
|
•
|
Other factors as determined by management from time to time.
|
|
|
December 31,
|
||||||||||||||
|
|
2013
|
|
2012
|
||||||||||||
(Dollars in thousands)
|
|
Total Balance
|
|
Level 3
|
|
Total Balance
|
|
Level 3
|
||||||||
Assets carried at fair value
|
|
$
|
13,331,120
|
|
|
$
|
1,314,951
|
|
|
$
|
12,244,783
|
|
|
$
|
859,141
|
|
As a percentage of total assets
|
|
50.5
|
%
|
|
5.0
|
%
|
|
53.8
|
%
|
|
3.8
|
%
|
||||
Liabilities carried at fair value
|
|
$
|
14,013
|
|
|
$
|
—
|
|
|
$
|
13,437
|
|
|
$
|
—
|
|
As a percentage of total liabilities
|
|
0.1
|
%
|
|
—
|
%
|
|
0.1
|
%
|
|
—
|
%
|
||||
|
|
Level 1 and 2
|
|
Level 3
|
|
Level 1 and 2
|
|
Level 3
|
||||||||
Percentage of assets measured at fair value
|
|
90.1
|
%
|
|
9.9
|
%
|
|
93.0
|
%
|
|
7.0
|
%
|
•
|
An underlying asset value, which is estimated based on current information available, including any information regarding subsequent rounds of funding for the entity issuing the warrant.
|
•
|
Stated strike price, which can be adjusted for certain warrants upon the occurrence of subsequent funding rounds or other future events.
|
•
|
Price volatility or the amount of uncertainty or risk about the magnitude of the changes in the underlying asset price. The volatility assumption is based on historical price volatility of publicly traded companies within indices similar in nature to the underlying client companies issuing the warrant. The actual volatility input is based on the median volatility for an individual public company within an index, averaged for the past 16 quarters. The weighted average quarterly median volatility assumption used for the warrant valuation at
December 31, 2013
was
40.1 percent
, compared to
45.2 percent
at
December 31, 2012
.
|
•
|
Actual data on cancellations and exercises of our equity warrant assets are utilized as the basis for determining the expected remaining life of the equity warrant assets in each financial reporting period. Equity warrant assets may be exercised in the event of acquisitions, mergers or IPOs, and cancelled due to events such as bankruptcies, restructuring activities or additional financings. These events cause the expected remaining life assumption to be shorter than the contractual term of the warrants. The remaining life assumption used for the valuation of our private warrant portfolio was
45.0 percent
at December 31, 2013 and 2012.
|
•
|
The risk-free interest rate is derived from the Treasury yield curve and is calculated based on a weighted average of the risk-free interest rates that correspond closest to the expected remaining life of the warrant. The weighted average risk-free interest rate used for the equity warrant assets portfolio valuation was
0.8 percent
at
December 31, 2013
and
0.4
percent at
December 31, 2012
.
|
•
|
A discount applied to all private company warrants to account for a general lack of marketability due to the private nature of the associated underlying company. The discount is based on long-run averages and is influenced over time by various factors, including market conditions. The marketability discount used for the valuation of our private warrant portfolio was
22.5 percent
at December 31, 2013 and 2012.
|
•
|
A discount applied to all public company warrants subject to certain sales restrictions. As the sales restriction term nears, and other sale restrictions are lifted, discounts are adjusted downward to 0 percent once all restrictions expire or are removed. The weighted average sales restrictions discount used for the valuation of our public warrant portfolio was
13.7
percent at December 31, 2013. There were no sales restriction discounts applied to our public warrant portfolio at December 31, 2012.
|
|
|
2013 compared to 2012
|
|
2012 compared to 2011
|
||||||||||||||||||||
|
|
Year ended December 31,
increase (decrease) due to change in
|
|
Year ended December 31,
increase (decrease) due to change in
|
||||||||||||||||||||
(Dollars in thousands)
|
|
Volume
|
|
Rate
|
|
Total
|
|
Volume
|
|
Rate
|
|
Total
|
||||||||||||
Interest income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Federal Reserve deposits, federal funds sold, securities purchased under agreements to resell and other short-term investment securities
|
|
$
|
389
|
|
|
$
|
(480
|
)
|
|
$
|
(91
|
)
|
|
$
|
(2,701
|
)
|
|
$
|
360
|
|
|
$
|
(2,341
|
)
|
Available-for-sale securities (taxable)
|
|
(1,279
|
)
|
|
9,578
|
|
|
8,299
|
|
|
22,564
|
|
|
(16,150
|
)
|
|
6,414
|
|
||||||
Available-for-sale securities (non-taxable)
|
|
(497
|
)
|
|
(61
|
)
|
|
(558
|
)
|
|
(160
|
)
|
|
69
|
|
|
(91
|
)
|
||||||
Loans, net of unearned income
|
|
105,518
|
|
|
(32,460
|
)
|
|
73,058
|
|
|
109,952
|
|
|
(30,636
|
)
|
|
79,316
|
|
||||||
Increase (decrease) in interest income, net
|
|
104,131
|
|
|
(23,423
|
)
|
|
80,708
|
|
|
129,655
|
|
|
(46,357
|
)
|
|
83,298
|
|
||||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
NOW deposits
|
|
106
|
|
|
30
|
|
|
136
|
|
|
58
|
|
|
15
|
|
|
73
|
|
||||||
Money market deposits
|
|
2,257
|
|
|
168
|
|
|
2,425
|
|
|
391
|
|
|
(953
|
)
|
|
(562
|
)
|
||||||
Money market deposits in foreign offices
|
|
33
|
|
|
(1
|
)
|
|
32
|
|
|
(10
|
)
|
|
(160
|
)
|
|
(170
|
)
|
||||||
Time deposits
|
|
50
|
|
|
(12
|
)
|
|
38
|
|
|
(408
|
)
|
|
(98
|
)
|
|
(506
|
)
|
||||||
Sweep deposits in foreign offices
|
|
(162
|
)
|
|
(1
|
)
|
|
(163
|
)
|
|
(231
|
)
|
|
(806
|
)
|
|
(1,037
|
)
|
||||||
Total increase (decrease) in deposits expense
|
|
2,284
|
|
|
184
|
|
|
2,468
|
|
|
(200
|
)
|
|
(2,002
|
)
|
|
(2,202
|
)
|
||||||
Short-term borrowings
|
|
(108
|
)
|
|
50
|
|
|
(58
|
)
|
|
102
|
|
|
10
|
|
|
112
|
|
||||||
5.375% Senior Notes
|
|
11
|
|
|
(21
|
)
|
|
(10
|
)
|
|
11
|
|
|
14
|
|
|
25
|
|
||||||
3.875% Convertible Notes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,210
|
)
|
|
—
|
|
|
(4,210
|
)
|
||||||
Junior Subordinated Debentures
|
|
(11
|
)
|
|
20
|
|
|
9
|
|
|
(10
|
)
|
|
9
|
|
|
(1
|
)
|
||||||
5.70% Senior Notes
|
|
(863
|
)
|
|
—
|
|
|
(863
|
)
|
|
(1,619
|
)
|
|
605
|
|
|
(1,014
|
)
|
||||||
6.05% Subordinated Notes
|
|
(16
|
)
|
|
(15
|
)
|
|
(31
|
)
|
|
(712
|
)
|
|
(53
|
)
|
|
(765
|
)
|
||||||
Other long-term debt
|
|
(92
|
)
|
|
—
|
|
|
(92
|
)
|
|
(429
|
)
|
|
227
|
|
|
(202
|
)
|
||||||
Total (decrease) increase in borrowings expense
|
|
(1,079
|
)
|
|
34
|
|
|
(1,045
|
)
|
|
(6,867
|
)
|
|
812
|
|
|
(6,055
|
)
|
||||||
Increase (decrease) in interest expense, net
|
|
1,205
|
|
|
218
|
|
|
1,423
|
|
|
(7,067
|
)
|
|
(1,190
|
)
|
|
(8,257
|
)
|
||||||
Increase (decrease) in net interest income
|
|
$
|
102,926
|
|
|
$
|
(23,641
|
)
|
|
$
|
79,285
|
|
|
$
|
136,722
|
|
|
$
|
(45,167
|
)
|
|
$
|
91,555
|
|
•
|
Interest income
for
2013
increased by
$80.7 million
primarily due to:
|
◦
|
A
$73.1 million
increase in interest income on loans to
$542.2 million
in 2013, compared to
$469.1 million
in 2012. This increase was reflective of an increase in average loan balances of $
1.8 billion
, partially offset by a decrease of
41
basis points in the overall yield on our loan portfolio. The decrease in yields was reflective of a shift in the mix of our late stage and sponsor-led buyout portfolios from national Prime rate, to LIBOR, indexed loans, in addition to, lower rates on existing and new capital call lines, as a result of increased competition.
|
◦
|
A
$7.7 million
increase in interest income on available-for-sale securities to
$185.1 million
in 2013, compared to
$177.3 million
in 2012. The increase of
$7.7 million
was primarily due to:
|
▪
|
An increase of $25.8 million resulting from the decrease in premium amortization expense. Premium amortization expense for the year ended is $29.8 million, compared to $55.6 million. The decrease in premium amortization expense is reflective of higher treasury rates during 2013 resulting in a slow-down of prepayments during 2013 as compared to 2012. Average 5-year, and 10-year, treasury bill rates were higher by 41, and 55, basis points, respectively, for 2013 as compared to 2012.
|
▪
|
A decrease of $16.3 million as a result of a decline in yields and $1.6 million reflective of lower volume resulting from the strategic timing of the investment of excess cash during the low interest rate environment throughout most of 2013.
|
▪
|
Interest income, excluding premium amortization expense, for the year ended is $215.0 million, compared to $232.9 million.
|
•
|
Interest expense
for
2013
increased by
$1.4 million
primarily due to:
|
◦
|
An increase in interest expense from interest-bearing deposits of
$2.5 million
, primarily due to an
$831 million
increase in average money market deposits at a slightly higher yield in 2013 compared to 2012.
|
◦
|
A decrease in interest expense of $1.0 million related to our long-term debt, primarily due to the maturity and repayment of our 5.70% Senior Notes of $141.0 million on June 1, 2012.
|
•
|
Interest income
for 2012 increased by $83.3 million primarily due to:
|
◦
|
A $79.3 million increase in interest income on loans to $469.1 million in 2012, compared to $389.8 million in 2011. This increase was reflective of an increase in average loan balances of $1.7 billion, partially offset by a decrease of 49 basis points in the overall yield on our loan portfolio. The decrease in yields was reflective of a continued shift in the mix of our loans that are indexed to the national Prime rate versus the SVB Prime rate. We expect our loan yields will continue to be impacted by this shift in the mix of our loans in 2013, as we expect we will continue to index more loans to the national Prime rate, instead of our SVB Prime rate. The national Prime rate was 75 basis points lower than the SVB Prime rate as of December 31, 2012.
|
◦
|
A $6.3 million increase in interest income on available-for-sale securities to $177.3 million in 2012, compared to $171.0 million in 2011. The increase of $6.3 million was primarily due to:
|
▪
|
A $22.4 million increase related to higher average balances of $1.3 billion.
|
▪
|
An $11.6 million increase related to higher yields, reflective of a shift in our portfolio to a smaller proportion of lower-yielding variable-rate securities as we did not purchase any of these securities in 2012. For 2012, average variable-rate securities were $2.1 billion, or 19.7 percent of our portfolio, compared to $2.7 billion, or 28.9 percent for 2011. The coupon rate on these securities resets based on changes in the one-month LIBOR rate.
|
▪
|
A $27.7 million decrease related to higher premium amortization expense, which increased to $55.6 million in 2012 from $27.9 million in 2011. The increase in premium amortization expense was reflective of an increase in mortgage prepayment levels on our fixed rate mortgage securities. As of December 31, 2012, the remaining unamortized premium balance on our available-for-sale securities portfolio was $115.0 million.
|
•
|
Interest expense
for 2012 decreased by $8.3 million primarily due to:
|
◦
|
A decrease in interest expense of $6.2 million related to our long-term debt, primarily due to the maturity of $250.0 million of our 3.875% Convertible Notes in April 2011, as well as the repurchase of $109 million of our 5.70% Senior Notes and $204 million of our 6.05% Subordinated Notes in May 2011.
|
◦
|
A decrease in interest expense from interest-bearing deposits of $2.2 million, primarily due to decreases in rates paid on deposits throughout 2011, which was reflective of market rates.
|
•
|
A 14 basis point increase in net interest margin due to increased net interest income from loans, primarily from an increase of
$1.8 billion
in average loan balances (higher-yielding assets).
|
•
|
A 4 basis point decrease in net interest margin due to a larger proportion of our available for sale securities portfolio, invested in lower-yielding US Agency securities.
|
•
|
An increase in net interest margin from an increase of $1.7 billion in average loan balances (higher-yielding assets).
|
•
|
An increase in net interest margin from lower cash balances as a result of deployment into available-for-sale securities, which has resulted in a favorable change in our mix of interest-earning assets.
|
•
|
An increase in net interest margin from an increase in yields on our available-for-sale securities, which was reflective of a shift in our portfolio to a smaller proportion of lower-yielding variable-rate securities.
|
•
|
A decrease in net interest margin from a decrease in the overall yield on our loan portfolio resulting from changes in loan mix.
|
•
|
A decrease in net interest margin from an increase in premium amortization expense on our available-for-sale securities portfolio.
|
|
|
Year ended December 31,
|
|||||||||||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||||||||||||||
(Dollars in thousands)
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Yield/
Rate
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Yield/
Rate
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Yield/
Rate
|
|||||||||||||||
Interest-earning assets
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Federal Reserve deposits, federal funds sold, securities purchased under agreements to resell and other short-term investment securities (1)
|
|
$
|
1,309,770
|
|
|
$
|
4,054
|
|
|
0.31
|
%
|
|
$
|
1,191,805
|
|
|
$
|
4,145
|
|
|
0.35
|
%
|
|
$
|
1,974,001
|
|
|
$
|
6,486
|
|
|
0.33
|
%
|
Available-for-sale securities: (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable
|
|
10,516,177
|
|
|
180,162
|
|
|
1.71
|
|
|
10,594,533
|
|
|
171,863
|
|
|
1.62
|
|
|
9,256,688
|
|
|
165,449
|
|
|
1.79
|
|
||||||
Non-taxable (3)
|
|
82,702
|
|
|
4,925
|
|
|
5.96
|
|
|
91,031
|
|
|
5,483
|
|
|
6.02
|
|
|
93,693
|
|
|
5,574
|
|
|
5.95
|
|
||||||
Total loans, net of unearned income (4) (5)
|
|
9,351,378
|
|
|
542,204
|
|
|
5.80
|
|
|
7,558,928
|
|
|
469,146
|
|
|
6.21
|
|
|
5,815,071
|
|
|
389,830
|
|
|
6.70
|
|
||||||
Total interest-earning assets
|
|
21,260,027
|
|
|
731,345
|
|
|
3.44
|
|
|
19,436,297
|
|
|
650,637
|
|
|
3.35
|
|
|
17,139,453
|
|
|
567,339
|
|
|
3.31
|
|
||||||
Cash and due from banks
|
|
274,272
|
|
|
|
|
|
|
303,156
|
|
|
|
|
|
|
283,596
|
|
|
|
|
|
||||||||||||
Allowance for loan losses
|
|
(122,489
|
)
|
|
|
|
|
|
(102,068
|
)
|
|
|
|
|
|
(88,104
|
)
|
|
|
|
|
||||||||||||
Other assets (6)
|
|
1,798,937
|
|
|
|
|
|
|
1,673,787
|
|
|
|
|
|
|
1,335,554
|
|
|
|
|
|
||||||||||||
Total assets
|
|
$
|
23,210,747
|
|
|
|
|
|
|
$
|
21,311,172
|
|
|
|
|
|
|
$
|
18,670,499
|
|
|
|
|
|
|||||||||
Funding sources
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
NOW deposits
|
|
$
|
135,585
|
|
|
$
|
479
|
|
|
0.35
|
%
|
|
$
|
105,060
|
|
|
$
|
343
|
|
|
0.33
|
%
|
|
$
|
87,099
|
|
|
$
|
270
|
|
|
0.31
|
%
|
Money market deposits
|
|
3,534,466
|
|
|
6,994
|
|
|
0.20
|
|
|
2,703,434
|
|
|
4,569
|
|
|
0.17
|
|
|
2,508,279
|
|
|
5,131
|
|
|
0.20
|
|
||||||
Money market deposits in foreign offices
|
|
159,700
|
|
|
156
|
|
|
0.10
|
|
|
125,962
|
|
|
124
|
|
|
0.10
|
|
|
130,693
|
|
|
294
|
|
|
0.22
|
|
||||||
Time deposits
|
|
168,209
|
|
|
634
|
|
|
0.38
|
|
|
154,917
|
|
|
596
|
|
|
0.38
|
|
|
258,810
|
|
|
1,102
|
|
|
0.43
|
|
||||||
Sweep deposits in foreign offices
|
|
1,729,228
|
|
|
865
|
|
|
0.05
|
|
|
2,055,209
|
|
|
1,028
|
|
|
0.05
|
|
|
2,346,076
|
|
|
2,065
|
|
|
0.09
|
|
||||||
Total interest-bearing deposits
|
|
5,727,188
|
|
|
9,128
|
|
|
0.16
|
|
|
5,144,582
|
|
|
6,660
|
|
|
0.13
|
|
|
5,330,957
|
|
|
8,862
|
|
|
0.17
|
|
||||||
Short-term borrowings
|
|
27,018
|
|
|
79
|
|
|
0.29
|
|
|
70,802
|
|
|
137
|
|
|
0.19
|
|
|
16,994
|
|
|
25
|
|
|
0.15
|
|
||||||
5.375% Senior Notes
|
|
348,094
|
|
|
19,259
|
|
|
5.53
|
|
|
347,886
|
|
|
19,269
|
|
|
5.54
|
|
|
347,689
|
|
|
19,244
|
|
|
5.53
|
|
||||||
3.875% Convertible Notes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,108
|
|
|
4,210
|
|
|
5.92
|
|
||||||
Junior Subordinated Debentures
|
|
55,115
|
|
|
3,333
|
|
|
6.05
|
|
|
55,291
|
|
|
3,324
|
|
|
6.01
|
|
|
55,467
|
|
|
3,325
|
|
|
5.99
|
|
||||||
5.70% Senior Notes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59,375
|
|
|
863
|
|
|
1.45
|
|
|
185,956
|
|
|
1,877
|
|
|
1.01
|
|
||||||
6.05% Subordinated Notes
|
|
53,275
|
|
|
478
|
|
|
0.90
|
|
|
55,079
|
|
|
509
|
|
|
0.92
|
|
|
131,899
|
|
|
1,274
|
|
|
0.97
|
|
||||||
Other long-term debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
481
|
|
|
92
|
|
|
19.13
|
|
|
4,704
|
|
|
294
|
|
|
6.25
|
|
||||||
Total interest-bearing liabilities
|
|
6,210,690
|
|
|
32,277
|
|
|
0.52
|
|
|
5,733,496
|
|
|
30,854
|
|
|
0.54
|
|
|
6,144,774
|
|
|
39,111
|
|
|
0.64
|
|
||||||
Portion of noninterest-bearing funding sources
|
|
15,049,337
|
|
|
|
|
|
|
13,702,801
|
|
|
|
|
|
|
10,994,679
|
|
|
|
|
|
||||||||||||
Total funding sources
|
|
21,260,027
|
|
|
32,277
|
|
|
0.15
|
|
|
19,436,297
|
|
|
30,854
|
|
|
0.16
|
|
|
17,139,453
|
|
|
39,111
|
|
|
0.23
|
|
||||||
Noninterest-bearing funding sources
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Demand deposits
|
|
13,892,006
|
|
|
|
|
|
|
12,765,506
|
|
|
|
|
|
|
10,237,844
|
|
|
|
|
|
||||||||||||
Other liabilities
|
|
331,343
|
|
|
|
|
|
|
350,610
|
|
|
|
|
|
|
268,721
|
|
|
|
|
|
||||||||||||
SVBFG stockholders’ equity
|
|
1,927,674
|
|
|
|
|
|
|
1,735,281
|
|
|
|
|
|
|
1,448,398
|
|
|
|
|
|
||||||||||||
Noncontrolling interests
|
|
849,034
|
|
|
|
|
|
|
726,279
|
|
|
|
|
|
|
570,762
|
|
|
|
|
|
||||||||||||
Portion used to fund interest-earning assets
|
|
(15,049,337
|
)
|
|
|
|
|
|
(13,702,801
|
)
|
|
|
|
|
|
(10,994,679
|
)
|
|
|
|
|
||||||||||||
Total liabilities, noncontrolling interest, and SVBFG stockholders’ equity
|
|
$
|
23,210,747
|
|
|
|
|
|
|
$
|
21,311,172
|
|
|
|
|
|
|
$
|
18,670,499
|
|
|
|
|
|
|||||||||
Net interest income and margin
|
|
|
|
$
|
699,068
|
|
|
3.29
|
%
|
|
|
|
$
|
619,783
|
|
|
3.19
|
%
|
|
|
|
$
|
528,228
|
|
|
3.08
|
%
|
||||||
Total deposits
|
|
$
|
19,619,194
|
|
|
|
|
|
|
$
|
17,910,088
|
|
|
|
|
|
|
$
|
15,568,801
|
|
|
|
|
|
|||||||||
Reconciliation to reported net interest income
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Adjustments for taxable equivalent basis
|
|
|
|
(1,724
|
)
|
|
|
|
|
|
(1,919
|
)
|
|
|
|
|
|
(1,951
|
)
|
|
|
||||||||||||
Net interest income, as reported
|
|
|
|
$
|
697,344
|
|
|
|
|
|
|
$
|
617,864
|
|
|
|
|
|
|
$
|
526,277
|
|
|
|
(1)
|
Includes average interest-earning deposits in other financial institutions of
$191 million
,
$250 million
and
$324 million
in
2013
,
2012
and
2011
, respectively. For
2013
,
2012
and
2011
, balances also include
$1.0 billion
,
$0.7 billion
and
$1.4 billion
, respectively, deposited at the FRB, earning interest at the Federal Funds target rate.
|
(2)
|
Yields on available-for-sale securities are based on amortized cost, and therefore do not give effect to unrealized changes in fair value that are reflected in other comprehensive income.
|
(3)
|
Interest income on non-taxable available-for-sale securities is presented on a fully taxable-equivalent basis using the federal statutory income tax rate of 35.0 percent for all periods presented.
|
(4)
|
Nonaccrual loans are reflected in the average balances of loans.
|
(5)
|
Interest income includes loan fees of
$84.3 million
,
$76.1 million
and
$65.9 million
in
2013
,
2012
and
2011
, respectively.
|
(6)
|
Average investment securities of
$1.3 billion
,
$1.3 billion
and
$1.0 billion
in
2013
,
2012
and
2011
, respectively, were classified as other assets as they were noninterest-earning assets. These investments primarily consisted of non-marketable and other securities.
|
|
|
Year ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Allowance for loan losses, beginning balance
|
|
$
|
110,651
|
|
|
$
|
89,947
|
|
|
$
|
82,627
|
|
Provision for loan losses
|
|
63,693
|
|
|
44,330
|
|
|
6,101
|
|
|||
Gross loan charge-offs
|
|
(42,666
|
)
|
|
(33,319
|
)
|
|
(23,904
|
)
|
|||
Loan recoveries
|
|
11,208
|
|
|
9,693
|
|
|
25,123
|
|
|||
Allowance for loan losses, ending balance
|
|
$
|
142,886
|
|
|
$
|
110,651
|
|
|
$
|
89,947
|
|
Provision for loan losses as a percentage of total gross loans
|
|
0.58
|
%
|
|
0.49
|
%
|
|
0.09
|
%
|
|||
Gross loan charge-offs as a percentage of average total gross loans
|
|
0.45
|
|
|
0.44
|
|
|
0.41
|
|
|||
Net loan charge-offs (recoveries) as a percentage of average total gross loans
|
|
0.33
|
|
|
0.31
|
|
|
(0.02
|
)
|
|||
Allowance for loan losses as a percentage of period-end total gross loans
|
|
1.30
|
|
|
1.23
|
|
|
1.28
|
|
|||
Period-end total gross loans
|
|
$
|
10,995,268
|
|
|
$
|
9,024,248
|
|
|
$
|
7,030,321
|
|
Average total gross loans
|
|
9,431,128
|
|
|
7,623,417
|
|
|
5,863,319
|
|
|
|
Year ended December 31,
|
||||||||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
% Change 2013/2012
|
|
2011
|
|
% Change 2012/2011
|
||||||||
Non-GAAP core fee income:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange fees
|
|
$
|
57,411
|
|
|
$
|
52,433
|
|
|
9.5
|
%
|
|
$
|
45,774
|
|
|
14.5
|
%
|
Deposit service charges
|
|
35,948
|
|
|
33,421
|
|
|
7.6
|
|
|
31,208
|
|
|
7.1
|
|
|||
Credit card fees
|
|
32,461
|
|
|
24,809
|
|
|
30.8
|
|
|
18,741
|
|
|
32.4
|
|
|||
Lending related fees (1)
|
|
20,980
|
|
|
18,038
|
|
|
16.3
|
|
|
8,925
|
|
|
102.1
|
|
|||
Letters of credit and standby letters of credit fees
|
|
14,716
|
|
|
15,150
|
|
|
(2.9
|
)
|
|
12,201
|
|
|
24.2
|
|
|||
Client investment fees
|
|
13,959
|
|
|
14,539
|
|
|
(4.0
|
)
|
|
12,421
|
|
|
17.1
|
|
|||
Total non-GAAP core fee income (2)
|
|
175,475
|
|
|
158,390
|
|
|
10.8
|
|
|
129,270
|
|
|
22.5
|
|
|||
Gains on investment securities, net
|
|
419,408
|
|
|
122,114
|
|
|
NM
|
|
|
195,034
|
|
|
(37.4
|
)
|
|||
Gains on derivative instruments, net
|
|
42,184
|
|
|
18,679
|
|
|
125.8
|
|
|
36,798
|
|
|
(49.2
|
)
|
|||
Other (1)
|
|
36,139
|
|
|
36,363
|
|
|
(0.6
|
)
|
|
21,230
|
|
|
71.3
|
|
|||
Total noninterest income
|
|
$
|
673,206
|
|
|
$
|
335,546
|
|
|
100.6
|
|
|
$
|
382,332
|
|
|
(12.2
|
)
|
|
(1)
|
Lending related fees consists of fee income associated with credit commitments such as unused commitment fees, syndication fees and other loan processing fees and, historically, has been included in other noninterest income. Prior period amounts have been reclassified to conform with the current period presentation.
|
(2)
|
The following table provides a reconciliation of GAAP noninterest income to non-GAAP core fee income:
|
|
|
Year ended December 31,
|
||||||||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
% Change 2013/2012
|
|
2011
|
|
% Change 2012/2011
|
||||||||
GAAP noninterest income (as reported)
|
|
$
|
673,206
|
|
|
$
|
335,546
|
|
|
100.6
|
%
|
|
$
|
382,332
|
|
|
(12.2
|
)%
|
Less: gains on investment securities, net
|
|
419,408
|
|
|
122,114
|
|
|
NM
|
|
|
195,034
|
|
|
(37.4
|
)
|
|||
Less: gains on derivative instruments, net
|
|
42,184
|
|
|
18,679
|
|
|
125.8
|
|
|
36,798
|
|
|
(49.2
|
)
|
|||
Less: other noninterest income
|
|
36,139
|
|
|
36,363
|
|
|
(0.6
|
)
|
|
21,230
|
|
|
71.3
|
|
|||
Non-GAAP core fee income (1)
|
|
$
|
175,475
|
|
|
$
|
158,390
|
|
|
10.8
|
|
|
$
|
129,270
|
|
|
22.5
|
|
|
(1)
|
This non-GAAP measure represents noninterest income, but excludes certain line items where performance is typically subject to market or other conditions beyond our control.
|
|
|
Year ended December 31,
|
||||||||||||||||
Non-GAAP noninterest income, net of noncontrolling interests
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
% Change 2013/2012
|
|
2011
|
|
% Change 2012/2011
|
||||||||
GAAP noninterest income (as reported)
|
|
$
|
673,206
|
|
|
$
|
335,546
|
|
|
100.6
|
%
|
|
$
|
382,332
|
|
|
(12.2
|
)%
|
Less: income attributable to noncontrolling interests, including carried interest
|
|
342,904
|
|
|
85,940
|
|
|
NM
|
|
|
122,336
|
|
|
(29.8
|
)
|
|||
Non-GAAP noninterest income, net of noncontrolling interests
|
|
330,302
|
|
|
249,606
|
|
|
32.3
|
|
|
259,996
|
|
|
(4.0
|
)
|
|||
Less: gains on sales of certain available-for-sale securities
|
|
—
|
|
|
4,955
|
|
|
(100.0
|
)
|
|
37,314
|
|
|
(86.7
|
)
|
|||
Less: net gains on the sale of certain assets related to our equity management services business
|
|
—
|
|
|
4,243
|
|
|
(100.0
|
)
|
|
—
|
|
|
—
|
|
|||
Non-GAAP noninterest income, net of noncontrolling interests and excluding gains on sales of certain assets
|
|
$
|
330,302
|
|
|
$
|
240,408
|
|
|
37.4
|
|
|
$
|
222,682
|
|
|
8.0
|
|
|
|
|
Year ended December 31,
|
||||||||||||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
|
% Change 2013/2012
|
|
2011
|
|
% Change 2012/2011
|
||||||||
Client directed investment assets (1)
|
|
$
|
7,207
|
|
|
$
|
7,335
|
|
|
(1.7
|
)%
|
|
$
|
8,683
|
|
|
(15.5
|
)%
|
Client investment assets under management
|
|
11,772
|
|
|
10,282
|
|
|
14.5
|
|
|
8,803
|
|
|
16.8
|
|
|||
Sweep money market funds
|
|
5,240
|
|
|
2,596
|
|
|
101.8
|
|
|
250
|
|
|
NM
|
|
|||
Total average client investment funds (2)
|
|
$
|
24,219
|
|
|
$
|
20,213
|
|
|
19.8
|
|
|
$
|
17,736
|
|
|
14.0
|
|
|
(1)
|
Comprised of mutual funds and Repurchase Agreement Program assets.
|
(2)
|
Client investment funds are maintained at third party financial institutions and are not recorded on our balance sheet.
|
|
|
December 31,
|
||||||||||||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
|
% Change 2013/2012
|
|
2011
|
|
% Change 2012/2011
|
||||||||
Client directed investment assets
|
|
$
|
7,073
|
|
|
$
|
7,604
|
|
|
(7.0
|
)%
|
|
$
|
7,709
|
|
|
(1.4
|
)%
|
Client investment assets under management
|
|
12,677
|
|
|
10,824
|
|
|
17.1
|
|
|
9,919
|
|
|
9.1
|
|
|||
Sweep money market funds
|
|
6,613
|
|
|
4,085
|
|
|
61.9
|
|
|
1,116
|
|
|
NM
|
||||
Total period-end client investment funds
|
|
$
|
26,363
|
|
|
$
|
22,513
|
|
|
17.1
|
|
|
$
|
18,744
|
|
|
20.1
|
|
|
•
|
Gains of
$42.1 million
from our managed direct venture funds, primarily driven by the increase in valuation and carried interest allocations related to FireEye and Twitter. Both FireEye and Twitter are each subject to a lock-up agreement.
|
•
|
Gains of
$15.0 million
mainly attributable to four of our managed funds of funds, primarily related to unrealized valuation increases due to strong IPO and other exit activity across the portfolio.
|
•
|
Gains of
$10.2 million
from our strategic and other investments, primarily driven by strong distributions from strategic venture capital fund investments.
|
•
|
Gains of
$9.4 million
from our investments in debt funds, primarily due to our pro-rata interest in equity gains in the fund portfolio.
|
(Dollars in thousands)
|
|
Managed
Funds of
Funds
|
|
Managed
Direct
Venture
Funds
|
|
Debt
Funds
|
|
Available-
For-Sale
Securities
|
|
Strategic
and Other
Investments
|
|
Total
|
||||||||||||
Year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total gains on investment securities, net
|
|
$
|
169,749
|
|
|
$
|
229,506
|
|
|
$
|
9,440
|
|
|
$
|
538
|
|
|
$
|
10,175
|
|
|
$
|
419,408
|
|
Less: gains (losses) attributable to noncontrolling interests, including carried interest
|
|
154,741
|
|
|
187,392
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
342,128
|
|
||||||
Non-GAAP net gains on investment securities, net of noncontrolling interests
|
|
15,008
|
|
|
42,114
|
|
|
9,445
|
|
|
538
|
|
|
10,175
|
|
|
77,280
|
|
||||||
Less: gain on sales of certain available-for-sale securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Non-GAAP net gains on investment securities, net of noncontrolling interests and excluding gains on sales of certain available-for-sale securities
|
|
$
|
15,008
|
|
|
$
|
42,114
|
|
|
$
|
9,445
|
|
|
$
|
538
|
|
|
$
|
10,175
|
|
|
$
|
77,280
|
|
Year ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total gains on investment securities, net
|
|
$
|
44,198
|
|
|
$
|
54,662
|
|
|
$
|
12,381
|
|
|
$
|
4,241
|
|
|
$
|
6,632
|
|
|
$
|
122,114
|
|
Less: gains attributable to noncontrolling interests, including carried interest
|
|
40,828
|
|
|
44,778
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
85,640
|
|
||||||
Non-GAAP net gains on investment securities, net of noncontrolling interests
|
|
3,370
|
|
|
9,884
|
|
|
12,347
|
|
|
4,241
|
|
|
6,632
|
|
|
36,474
|
|
||||||
Less: gain on sales of certain available-for-sale securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,955
|
|
|
—
|
|
|
4,955
|
|
||||||
Non-GAAP net gains (losses) on investment securities, net of noncontrolling interests and excluding gains on sales of certain available-for-sale securities
|
|
$
|
3,370
|
|
|
$
|
9,884
|
|
|
$
|
12,347
|
|
|
$
|
(714
|
)
|
|
$
|
6,632
|
|
|
$
|
31,519
|
|
Year ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total gains on investment securities, net
|
|
$
|
119,095
|
|
|
$
|
20,629
|
|
|
$
|
7,774
|
|
|
$
|
37,127
|
|
|
$
|
10,409
|
|
|
$
|
195,034
|
|
Less: gains attributable to noncontrolling interests, including carried interest
|
|
106,870
|
|
|
18,147
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
125,042
|
|
||||||
Non-GAAP net gains on investment securities, net of noncontrolling interests
|
|
12,225
|
|
|
2,482
|
|
|
7,749
|
|
|
37,127
|
|
|
10,409
|
|
|
69,992
|
|
||||||
Less: gain on sales of certain available-for-sale securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,314
|
|
|
—
|
|
|
37,314
|
|
||||||
Non-GAAP net gains (losses) on investment securities, net of noncontrolling interests and excluding gains on sales of certain available-for-sale securities
|
|
$
|
12,225
|
|
|
$
|
2,482
|
|
|
$
|
7,749
|
|
|
$
|
(187
|
)
|
|
$
|
10,409
|
|
|
$
|
32,678
|
|
|
|
Year ended December 31,
|
||||||||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
% Change 2013/2012
|
|
2011
|
|
% Change 2012/2011
|
||||||||
Equity warrant assets (1):
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gains on exercises, net
|
|
$
|
8,716
|
|
|
$
|
10,000
|
|
|
(12.8
|
)%
|
|
$
|
17,864
|
|
|
(44.0
|
)%
|
Change in fair value:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cancellations and expirations
|
|
(450
|
)
|
|
(1,522
|
)
|
|
(70.4
|
)
|
|
(1,806
|
)
|
|
(15.7
|
)
|
|||
Changes in fair value
|
|
37,835
|
|
|
10,907
|
|
|
NM
|
|
|
21,381
|
|
|
(49.0
|
)
|
|||
Net gains on equity warrant assets
|
|
46,101
|
|
|
19,385
|
|
|
137.8
|
|
|
37,439
|
|
|
(48.2
|
)
|
|||
Gains on foreign exchange forward contracts, net:
|
|
|
|
|
|
|
|
|
|
|
||||||||
(Losses) gains on client foreign exchange forward contracts, net (2)
|
|
(452
|
)
|
|
460
|
|
|
(198.3
|
)
|
|
376
|
|
|
22.3
|
|
|||
(Losses) gains on internal foreign exchange forward contracts, net (3)
|
|
(4,213
|
)
|
|
(103
|
)
|
|
NM
|
|
|
1,973
|
|
|
(105.2
|
)
|
|||
Total (losses) gains on foreign exchange forward contracts, net
|
|
(4,665
|
)
|
|
357
|
|
|
NM
|
|
|
2,349
|
|
|
(84.8
|
)
|
|||
Change in fair value of interest rate swaps
|
|
14
|
|
|
603
|
|
|
(97.7
|
)
|
|
(470
|
)
|
|
NM
|
|
|||
Net gains (losses) on other derivatives (4)
|
|
734
|
|
|
(1,666
|
)
|
|
(144.1
|
)
|
|
(2,520
|
)
|
|
(33.9
|
)
|
|||
Gains on derivative instruments, net
|
|
$
|
42,184
|
|
|
$
|
18,679
|
|
|
125.8
|
|
|
$
|
36,798
|
|
|
(49.2
|
)
|
|
(1)
|
At
December 31, 2013
, we held warrants in
1,320
companies, compared to
1,270
companies at
December 31, 2012
and 1,174 companies at
December 31, 2011
.
|
(2)
|
Represents the net gains for foreign exchange forward contracts executed on behalf of clients, excluding any spread or fees earned in connection with these trades.
|
(3)
|
Represents the change in the fair value of foreign exchange forward contracts used to economically reduce our foreign exchange exposure related to certain foreign currency denominated instruments. Refer to revaluation of foreign currency instruments included in the line item "Other" within noninterest income for the amount we were able to partially offset.
|
(4)
|
Primarily represents the change in fair value of loan conversion options held by SVB Financial. For more information, refer to Note 12—"Derivative Financial Instruments" of the "Notes to the Consolidated Financial Statements" under Part II, Item 8 in this report.
|
•
|
Net gains on equity warrant assets of
$46.1 million
in
2013
, compared to net gains of
$19.4 million
in
2012
. The net gains of
$46.1 million
in
2013
included the following:
|
◦
|
Net gains of $37.8 million from changes in warrant valuations from both private and public clients, of which $14.2 million in gains resulted from increases in valuations from FireEye and Twitter.
|
◦
|
Net gains of $8.7 million from the exercise of equity warrant assets.
|
•
|
Net gains on equity warrant assets of $19.4 million in 2012, compared to net gains of $37.4 million in 2011. The net gains of $19.4 million in 2012 included the following:
|
◦
|
Net gains of $10.9 million from changes in warrant valuations from both private and public clients.
|
◦
|
Net gains of $10.0 million from the exercise of equity warrant assets.
|
|
|
Year ended December 31,
|
||||||||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
% Change 2013/2012
|
|
2011
|
|
% Change 2012/2011
|
||||||||
Fund management fees
|
|
$
|
11,163
|
|
|
$
|
11,057
|
|
|
1.0
|
%
|
|
$
|
10,730
|
|
|
3.0
|
%
|
Service-based fee income
|
|
7,807
|
|
|
7,937
|
|
|
(1.6
|
)
|
|
9,717
|
|
|
(18.3
|
)
|
|||
Gains (losses) on revaluation of foreign currency instruments (1)
|
|
3,016
|
|
|
1,677
|
|
|
79.8
|
|
|
(2,096
|
)
|
|
(180.0
|
)
|
|||
Currency revaluation (losses) gains (2)
|
|
93
|
|
|
(16
|
)
|
|
NM
|
|
|
(4,275
|
)
|
|
(99.6
|
)
|
|||
Net gains on the sale of certain assets related to our equity management services business
|
|
—
|
|
|
4,243
|
|
|
(100.0
|
)
|
|
—
|
|
|
—
|
|
|||
Other (3)
|
|
14,060
|
|
|
11,465
|
|
|
22.6
|
|
|
7,154
|
|
|
60.3
|
|
|||
Total other noninterest income
|
|
$
|
36,139
|
|
|
$
|
36,363
|
|
|
(0.6
|
)
|
|
$
|
21,230
|
|
|
71.3
|
|
|
(1)
|
Represents the revaluation of foreign currency denominated financial instruments issued and held by us, primarily loans, deposits and cash. These instruments partially offset the impact of changes in internal foreign exchange forward contracts. Refer to internal foreign exchange forward contracts, net included within gains on derivative instruments as noted above.
|
(2)
|
Includes the revaluation of foreign currency denominated financial statements of certain funds. Included in these amounts are gains of
$87 thousand
, gains of
$27 thousand
and losses of
$2.9 million
in
2013
,
2012
and
2011
, respectively, attributable to noncontrolling interests calculated based on the ownership percentages of the noncontrolling interests.
|
(3)
|
Includes dividends on FHLB/FRB stock, correspondent bank rebate income and other fee income.
|
•
|
Nonrecurring gains of $4.2 million on the sale of certain assets related to our equity management services business in the second quarter of 2012.
|
•
|
Gains of
$3.0 million
on the revaluation of foreign currency instruments, compared to gains of
$1.7 million
in 2012. The revaluation gains were primarily due to the weakening of the U.S. Dollar against the Euro and Pound Sterling.
|
•
|
Gains of $4.2 million on the sale of certain assets related to our equity management services business in the second quarter of 2012.
|
•
|
Currency revaluation losses of $16 thousand in 2012, compared to losses of $4.3 million in 2011. The losses of $4.3 million in 2011 were primarily due to the strengthening of the U.S. Dollar against the Indian Rupee.
|
•
|
Gains on the revaluation of foreign currency instruments of $1.7 million in 2012 compared to losses of $2.1 million in 2011. The revaluation gains were primarily due to the weakening of the U.S. Dollar against the Euro and Pound Sterling.
|
|
|
Year ended December 31,
|
||||||||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
% Change 2013/2012
|
|
2011
|
|
% Change 2012/2011
|
||||||||
Compensation and benefits
|
|
$
|
366,801
|
|
|
$
|
326,942
|
|
|
12.2
|
%
|
|
$
|
313,043
|
|
|
4.4
|
%
|
Professional services
|
|
76,178
|
|
|
67,845
|
|
|
12.3
|
|
|
60,807
|
|
|
11.6
|
|
|||
Premises and equipment
|
|
45,935
|
|
|
40,689
|
|
|
12.9
|
|
|
28,335
|
|
|
43.6
|
|
|||
Business development and travel
|
|
33,334
|
|
|
29,409
|
|
|
13.3
|
|
|
24,250
|
|
|
21.3
|
|
|||
Net occupancy
|
|
24,937
|
|
|
22,536
|
|
|
10.7
|
|
|
19,624
|
|
|
14.8
|
|
|||
FDIC assessments
|
|
12,784
|
|
|
10,959
|
|
|
16.7
|
|
|
10,298
|
|
|
6.4
|
|
|||
Correspondent bank fees
|
|
12,142
|
|
|
11,168
|
|
|
8.7
|
|
|
9,052
|
|
|
23.4
|
|
|||
Provision for unfunded credit commitments
|
|
7,642
|
|
|
488
|
|
|
NM
|
|
|
4,397
|
|
|
(88.9
|
)
|
|||
Other
|
|
41,927
|
|
|
35,962
|
|
|
16.6
|
|
|
30,822
|
|
|
16.7
|
|
|||
Total noninterest expense
|
|
$
|
621,680
|
|
|
$
|
545,998
|
|
|
13.9
|
|
|
$
|
500,628
|
|
|
9.1
|
|
|
|
Year ended December 31,
|
||||||||||||||||
Non-GAAP operating efficiency ratio, net of noncontrolling interests (Dollars in thousands, except ratios)
|
|
2013
|
|
2012
|
|
% Change 2013/2012
|
|
2011
|
|
% Change 2012/2011
|
||||||||
GAAP noninterest expense
|
|
$
|
621,680
|
|
|
$
|
545,998
|
|
|
13.9
|
%
|
|
$
|
500,628
|
|
|
9.1
|
%
|
Less: expense attributable to noncontrolling interests
|
|
12,714
|
|
|
11,336
|
|
|
12.2
|
|
|
11,567
|
|
|
(2.0
|
)
|
|||
Less: net gain from note repurchases and termination of corresponding interest rate swaps
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,123
|
)
|
|
(100.0
|
)
|
|||
Non-GAAP noninterest expense, net of noncontrolling interests
|
|
$
|
608,966
|
|
|
$
|
534,662
|
|
|
13.9
|
|
|
$
|
492,184
|
|
|
8.6
|
|
GAAP taxable equivalent net interest income
|
|
$
|
699,068
|
|
|
$
|
619,783
|
|
|
12.8
|
|
|
$
|
528,228
|
|
|
17.3
|
|
Less: income attributable to noncontrolling interests
|
|
76
|
|
|
106
|
|
|
(28.3
|
)
|
|
122
|
|
|
(13.1
|
)
|
|||
Non-GAAP taxable equivalent net interest income, net of noncontrolling interests
|
|
$
|
698,992
|
|
|
$
|
619,677
|
|
|
12.8
|
|
|
$
|
528,106
|
|
|
17.3
|
|
GAAP noninterest income
|
|
$
|
673,206
|
|
|
$
|
335,546
|
|
|
100.6
|
|
|
$
|
382,332
|
|
|
(12.2
|
)
|
Non-GAAP noninterest income, net of noncontrolling interests
|
|
330,302
|
|
|
240,408
|
|
|
37.4
|
|
|
222,682
|
|
|
8.0
|
|
|||
GAAP taxable equivalent revenue
|
|
$
|
1,372,274
|
|
|
$
|
955,329
|
|
|
43.6
|
|
|
$
|
910,560
|
|
|
4.9
|
|
Non-GAAP taxable equivalent revenue, net of noncontrolling interests
|
|
$
|
1,029,294
|
|
|
$
|
860,085
|
|
|
19.7
|
|
|
$
|
750,788
|
|
|
14.6
|
|
GAAP operating efficiency ratio
|
|
45.30
|
%
|
|
57.15
|
%
|
|
(20.7
|
)
|
|
54.98
|
%
|
|
3.9
|
|
|||
Non-GAAP operating efficiency ratio (1)
|
|
59.16
|
|
|
62.16
|
|
|
(4.8
|
)
|
|
65.56
|
|
|
(5.2
|
)
|
|
(1)
|
The non-GAAP operating efficiency ratio is calculated by dividing non-GAAP noninterest expense by non-GAAP total taxable-equivalent income.
|
|
|
Year ended December 31,
|
||||||||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
% Change 2013/2012
|
|
2011
|
|
% Change 2012/2011
|
||||||||
Compensation and benefits
|
|
|
|
|
|
|
|
|
|
|
||||||||
Salaries and wages
|
|
$
|
159,455
|
|
|
$
|
150,536
|
|
|
5.9
|
%
|
|
$
|
134,719
|
|
|
11.7
|
%
|
Incentive compensation & ESOP
|
|
103,494
|
|
|
86,684
|
|
|
19.4
|
|
|
97,265
|
|
|
(10.9
|
)
|
|||
Other employee benefits (1)
|
|
103,852
|
|
|
89,722
|
|
|
15.7
|
|
|
81,059
|
|
|
10.7
|
|
|||
Total compensation and benefits
|
|
$
|
366,801
|
|
|
$
|
326,942
|
|
|
12.2
|
|
|
$
|
313,043
|
|
|
4.4
|
|
Period-end full-time equivalent employees
|
|
1,704
|
|
|
1,615
|
|
|
5.5
|
|
|
1,526
|
|
|
5.8
|
|
|||
Average full-time equivalent employees
|
|
1,669
|
|
|
1,581
|
|
|
5.6
|
|
|
1,451
|
|
|
9.0
|
|
|
(1)
|
Other employee benefits includes employer payroll taxes, group health and life insurance, share-based compensation, 401(k), warrant incentive and retention program plans, agency fees and other employee related expenses.
|
•
|
An increase of
$16.8 million
in incentive compensation and ESOP expense, primarily reflective of higher expenses in 2013 as a result of strong performance relative to our internal performance targets for the year.
|
•
|
An increase of
$14.1 million
in other employee benefits, primarily due to warrant incentive program plan expense resulting from the gains recorded for the increase in valuation related to IPOs in 2013 and share-based plan expense primarily as a result of the increase in the valuation of the SVB Financial's common stock. The remaining increases related to various other employee benefits.
|
•
|
An increase of
$8.9 million
in salaries and wages expense, primarily due to an increase in the number of average FTEs, as well as from merit increases. Average FTEs increased by
88
to
1,669
in
2013
, compared to
1,581
in
2012
, primarily to support our product development, operational and sales and advisory, as well as to support our commercial banking operations and initiatives.
|
•
|
An increase of $15.8 million in salaries and wages expense, primarily due to an increase in the number of average FTEs, as well as from merit increases. Average FTEs increased by 130 to 1,581 in 2012, compared to 1,451 in 2011, primarily to support our product development, operational and sales and advisory, as well as to support our commercial banking operations and initiatives.
|
•
|
An increase of $8.7 million in other employee benefits, primarily due to an increase in average FTEs, as well as an increase in 401(k) expenses and employer payroll taxes driven by 2011 incentive compensation payouts during the first quarter of 2012, which were at higher levels than 2010 incentive compensation payouts in the first quarter of 2011.
|
•
|
A decrease of $10.6 million in incentive compensation and ESOP expense, primarily reflective of higher expenses in 2011 as a result of better than expected results for that period.
|
|
|
Year ended December 31,
|
||||||||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
% Change 2013/2012
|
|
2011
|
|
% Change 2012/2011
|
||||||||
Client services
|
|
$
|
8,181
|
|
|
$
|
6,910
|
|
|
18.4
|
%
|
|
$
|
4,594
|
|
|
50.4
|
%
|
Data processing services
|
|
7,895
|
|
|
5,876
|
|
|
34.4
|
|
|
4,811
|
|
|
22.1
|
|
|||
Tax credit fund amortization
|
|
6,436
|
|
|
3,911
|
|
|
64.6
|
|
|
4,474
|
|
|
(12.6
|
)
|
|||
Telephone
|
|
6,258
|
|
|
6,528
|
|
|
(4.1
|
)
|
|
5,835
|
|
|
11.9
|
|
|||
Postage and supplies
|
|
2,462
|
|
|
2,482
|
|
|
(0.8
|
)
|
|
2,162
|
|
|
14.8
|
|
|||
Dues and publications
|
|
1,745
|
|
|
2,067
|
|
|
(15.6
|
)
|
|
1,570
|
|
|
31.7
|
|
|||
Net gain from note repurchases and termination of corresponding interest rate swaps (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,123
|
)
|
|
(100.0
|
)
|
|||
Other
|
|
8,950
|
|
|
8,188
|
|
|
9.3
|
|
|
10,499
|
|
|
(22.0
|
)
|
|||
Total other noninterest expense
|
|
$
|
41,927
|
|
|
$
|
35,962
|
|
|
16.6
|
|
|
$
|
30,822
|
|
|
16.7
|
|
|
(1)
|
Represents net gains from the repurchase of $109 million of our 5.70% Senior Notes and $204 million of our 6.05% Subordinated Notes and the termination of the corresponding portions of interest rate swaps in 2011.
|
|
|
Year ended December 31,
|
||||||||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
% Change 2013/2012
|
|
2011
|
|
% Change 2012/2011
|
||||||||
Net interest income (1)
|
|
$
|
(76
|
)
|
|
$
|
(106
|
)
|
|
(28.3
|
)%
|
|
$
|
(122
|
)
|
|
(13.1
|
)%
|
Noninterest income (1)
|
|
(372,246
|
)
|
|
(88,823
|
)
|
|
NM
|
|
|
(125,328
|
)
|
|
(29.1
|
)
|
|||
Noninterest expense (1)
|
|
12,714
|
|
|
11,336
|
|
|
12.2
|
|
|
11,567
|
|
|
(2.0
|
)
|
|||
Carried interest (2)
|
|
29,342
|
|
|
2,883
|
|
|
NM
|
|
|
2,992
|
|
|
(3.6
|
)
|
|||
Net income attributable to noncontrolling interests
|
|
$
|
(330,266
|
)
|
|
$
|
(74,710
|
)
|
|
NM
|
|
|
$
|
(110,891
|
)
|
|
(32.6
|
)
|
|
(1)
|
Represents noncontrolling interests’ share in net interest income, noninterest income and noninterest expense.
|
(2)
|
Represents the preferred allocation of income earned by the general partners or limited partners of certain consolidated funds.
|
|
|
Year ended December 31,
|
||||||||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
% Change 2013/2012
|
|
2011
|
|
% Change 2012/2011
|
||||||||
Net interest income
|
|
$
|
643,016
|
|
|
$
|
595,133
|
|
|
8.0
|
%
|
|
$
|
519,145
|
|
|
14.6
|
%
|
Provision for loan losses
|
|
(65,290
|
)
|
|
(45,417
|
)
|
|
43.8
|
|
|
(13,494
|
)
|
|
NM
|
|
|||
Noninterest income
|
|
202,404
|
|
|
188,842
|
|
|
7.2
|
|
|
150,116
|
|
|
25.8
|
|
|||
Noninterest expense
|
|
(436,327
|
)
|
|
(398,438
|
)
|
|
9.5
|
|
|
(352,458
|
)
|
|
13.0
|
|
|||
Income before income tax expense
|
|
$
|
343,803
|
|
|
$
|
340,120
|
|
|
1.1
|
|
|
$
|
303,309
|
|
|
12.1
|
|
Total average loans, net of unearned income
|
|
$
|
8,472,045
|
|
|
$
|
6,790,332
|
|
|
24.8
|
|
|
$
|
5,111,086
|
|
|
32.9
|
|
Total average assets
|
|
21,388,037
|
|
|
19,522,306
|
|
|
9.6
|
|
|
17,103,883
|
|
|
14.1
|
|
|||
Total average deposits
|
|
19,072,921
|
|
|
17,575,060
|
|
|
8.5
|
|
|
15,364,804
|
|
|
14.4
|
|
|
|
|
Year ended December 31,
|
||||||||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
% Change 2013/2012
|
|
2011
|
|
% Change 2012/2011
|
||||||||
Net interest income
|
|
$
|
26,701
|
|
|
$
|
21,807
|
|
|
22.4
|
%
|
|
$
|
19,529
|
|
|
11.7
|
%
|
Reduction of loan losses
|
|
1,597
|
|
|
1,087
|
|
|
46.9
|
|
|
7,393
|
|
|
(85.3
|
)
|
|||
Noninterest income
|
|
1,209
|
|
|
681
|
|
|
77.5
|
|
|
516
|
|
|
32.0
|
|
|||
Noninterest expense
|
|
(15,916
|
)
|
|
(13,651
|
)
|
|
16.6
|
|
|
(10,174
|
)
|
|
34.2
|
|
|||
Income before income tax expense
|
|
$
|
13,591
|
|
|
$
|
9,924
|
|
|
37.0
|
|
|
$
|
17,264
|
|
|
(42.5
|
)
|
Total average loans, net of unearned income
|
|
$
|
919,831
|
|
|
$
|
758,471
|
|
|
21.3
|
|
|
$
|
658,175
|
|
|
15.2
|
|
Total average assets
|
|
959,214
|
|
|
763,186
|
|
|
25.7
|
|
|
658,797
|
|
|
15.8
|
|
|||
Total average deposits
|
|
524,398
|
|
|
313,836
|
|
|
67.1
|
|
|
186,604
|
|
|
68.2
|
|
|
|
Year ended December 31,
|
||||||||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
% Change 2013/2012
|
|
2011
|
|
% Change 2012/2011
|
||||||||
Net interest income
|
|
$
|
20
|
|
|
$
|
15
|
|
|
33.3
|
%
|
|
$
|
10
|
|
|
50.0
|
%
|
Noninterest income
|
|
75,037
|
|
|
27,435
|
|
|
173.5
|
|
|
27,358
|
|
|
0.3
|
|
|||
Noninterest expense
|
|
(10,737
|
)
|
|
(11,263
|
)
|
|
(4.7
|
)
|
|
(13,079
|
)
|
|
(13.9
|
)
|
|||
Income before income tax expense
|
|
$
|
64,320
|
|
|
$
|
16,187
|
|
|
NM
|
|
|
$
|
14,289
|
|
|
13.3
|
|
Total average assets
|
|
$
|
289,328
|
|
|
$
|
239,335
|
|
|
20.9
|
|
|
$
|
226,423
|
|
|
5.7
|
|
|
•
|
Net gains on investment securities of
$62.6 million
in
2013
, compared to net gains of
$16.2 million
in
2012
. The net gains on investment securities of
$62.6 million
in
2013
were primarily driven by unrealized valuation increases and carried interest allocations, related to FireEye and Twitter, from two of our managed direct venture funds.
|
•
|
Fund management fees were
$11.2 million
for
2013
, compared to $11.1 million in
2012
.
|
•
|
Net gains on investment securities of $16.2 million in 2012, compared to net gains of $17.1 million in 2011. The net gains on investment securities of $16.2 million in 2012 were primarily driven by valuation increases and IPO and M&A activity within our managed funds.
|
•
|
Fund management fees of $11.1 million in 2012, compared to $10.7 million in 2011.
|
|
|
December 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Available-for-sale securities, at fair value:
|
|
|
|
|
|
|
||||||
U.S. treasury securities
|
|
$
|
—
|
|
|
$
|
25,247
|
|
|
$
|
25,964
|
|
U.S. agency debentures
|
|
4,345,232
|
|
|
3,447,628
|
|
|
2,874,932
|
|
|||
Residential mortgage-backed securities:
|
|
|
|
|
|
|
||||||
Agency-issued mortgage-backed securities
|
|
2,473,576
|
|
|
1,473,433
|
|
|
1,564,286
|
|
|||
Agency-issued collateralized mortgage obligations—fixed rate
|
|
3,325,758
|
|
|
4,103,974
|
|
|
3,373,760
|
|
|||
Agency-issued collateralized mortgage obligations—variable rate
|
|
1,186,573
|
|
|
1,772,748
|
|
|
2,413,378
|
|
|||
Agency issued commercial mortgage-backed securities
|
|
564,604
|
|
|
422,098
|
|
|
178,693
|
|
|||
Municipal bonds and notes
|
|
86,027
|
|
|
93,529
|
|
|
100,498
|
|
|||
Equity securities
|
|
5,051
|
|
|
4,520
|
|
|
4,535
|
|
|||
Total available-for-sale securities
|
|
11,986,821
|
|
|
11,343,177
|
|
|
10,536,046
|
|
|||
Non-marketable and other securities:
|
|
|
|
|
|
|
||||||
Non-marketable securities (fair value accounting):
|
|
|
|
|
|
|
||||||
Venture capital and private equity fund investments
|
|
862,972
|
|
|
665,921
|
|
|
611,824
|
|
|||
Other venture capital investments
|
|
32,839
|
|
|
127,091
|
|
|
124,121
|
|
|||
Other investments
|
|
—
|
|
|
—
|
|
|
987
|
|
|||
Other Securities (fair value accounting)
|
|
321,374
|
|
|
—
|
|
|
—
|
|
|||
Non-marketable securities (equity method accounting):
|
|
|
|
|
|
|
||||||
Other investments
|
|
142,883
|
|
|
139,330
|
|
|
68,252
|
|
|||
Low income housing tax credit funds
|
|
72,241
|
|
|
70,318
|
|
|
34,894
|
|
|||
Non-marketable securities (cost method accounting):
|
|
|
|
|
|
|
||||||
Venture capital and private equity fund investments
|
|
148,994
|
|
|
161,884
|
|
|
145,007
|
|
|||
Other investments
|
|
14,191
|
|
|
19,721
|
|
|
19,355
|
|
|||
Total non-marketable and other securities
|
|
1,595,494
|
|
|
1,184,265
|
|
|
1,004,440
|
|
|||
Total investment securities
|
|
$
|
13,582,315
|
|
|
$
|
12,527,442
|
|
|
$
|
11,540,486
|
|
◦
|
Gains of $230 million from our managed direct venture funds, driven by the continued strong stock performance of successful portfolio company IPOs during the year.
|
◦
|
Gains of $170 million from our managed funds of funds, primarily related to unrealized valuation increases from IPO, M&A activity and other valuation increases across the portfolio.
|
•
|
Funding of our capital contribution of $80 million to our joint venture bank in China in the second quarter of 2012, which is included in the line item "Other investments" under equity method accounting.
|
•
|
An increase of $54 million in venture capital and private equity investments accounted for using fair value accounting from our managed funds of funds due to additional capital calls (net of distributions) for fund investments, as well as from valuation increases.
|
•
|
An increase of $35 million in low income housing tax credit funds due to new investments.
|
|
|
December 31,
|
||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
(Dollars in thousands)
|
|
Carrying value
(as reported)
|
|
Amount attributable
to SVBFG
|
|
Carrying value
(as reported)
|
|
Amount attributable
to SVBFG
|
|
Carrying value
(as reported)
|
|
Amount attributable
to SVBFG
|
||||||||||||
Non-marketable securities (fair value accounting):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Venture capital and private equity fund investments (1)
|
|
$
|
862,972
|
|
|
$
|
76,505
|
|
|
$
|
665,921
|
|
|
$
|
75,893
|
|
|
$
|
611,824
|
|
|
$
|
77,674
|
|
Other venture capital investments (2)
|
|
32,839
|
|
|
2,097
|
|
|
127,091
|
|
|
8,962
|
|
|
124,121
|
|
|
11,333
|
|
||||||
Other investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
987
|
|
|
493
|
|
||||||
Other securities (fair value accounting) (3)
|
|
321,374
|
|
|
23,058
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Non-marketable securities (equity method accounting):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other investments
|
|
142,883
|
|
|
142,883
|
|
|
139,330
|
|
|
139,330
|
|
|
68,252
|
|
|
68,252
|
|
||||||
Low income housing tax credit funds
|
|
72,241
|
|
|
72,241
|
|
|
70,318
|
|
|
70,318
|
|
|
34,894
|
|
|
34,894
|
|
||||||
Non-marketable securities (cost method accounting):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Venture capital and private equity fund investments
|
|
148,994
|
|
|
148,994
|
|
|
161,884
|
|
|
161,884
|
|
|
145,007
|
|
|
145,007
|
|
||||||
Other investments
|
|
14,191
|
|
|
14,191
|
|
|
19,721
|
|
|
19,721
|
|
|
19,355
|
|
|
19,355
|
|
||||||
Total non-marketable and other securities
|
|
$
|
1,595,494
|
|
|
$
|
479,969
|
|
|
$
|
1,184,265
|
|
|
$
|
476,108
|
|
|
$
|
1,004,440
|
|
|
$
|
357,008
|
|
|
(1)
|
The following table shows the amounts of venture capital and private equity fund investments held by the following consolidated funds and amounts attributable to SVBFG for each fund at
December 31, 2013
,
2012
and
2011
:
|
|
|
December 31,
|
||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
(Dollars in thousands)
|
|
Carrying value
(as reported)
|
|
Amount
attributable
to SVBFG
|
|
Carrying value
(as reported)
|
|
Amount
attributable
to SVBFG
|
|
Carrying value
(as reported)
|
|
Amount
attributable
to SVBFG
|
||||||||||||
SVB Strategic Investors Fund, LP
|
|
$
|
29,104
|
|
|
$
|
3,656
|
|
|
$
|
32,850
|
|
|
$
|
4,126
|
|
|
$
|
39,567
|
|
|
$
|
4,970
|
|
SVB Strategic Investors Fund II, LP
|
|
96,185
|
|
|
8,244
|
|
|
91,294
|
|
|
7,825
|
|
|
122,619
|
|
|
10,510
|
|
||||||
SVB Strategic Investors Fund III, LP
|
|
260,272
|
|
|
15,280
|
|
|
209,696
|
|
|
12,311
|
|
|
218,429
|
|
|
12,824
|
|
||||||
SVB Strategic Investors Fund IV, LP
|
|
226,729
|
|
|
11,337
|
|
|
169,931
|
|
|
8,497
|
|
|
122,076
|
|
|
6,104
|
|
||||||
Strategic Investors Fund V Funds
|
|
118,181
|
|
|
184
|
|
|
40,622
|
|
|
112
|
|
|
8,838
|
|
|
31
|
|
||||||
Strategic Investors Fund VI Funds
|
|
7,944
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
SVB Capital Preferred Return Fund, LP
|
|
59,028
|
|
|
12,722
|
|
|
53,643
|
|
|
12,652
|
|
|
42,580
|
|
|
11,571
|
|
||||||
SVB Capital—NT Growth Partners, LP
|
|
61,126
|
|
|
21,339
|
|
|
60,120
|
|
|
23,842
|
|
|
43,958
|
|
|
20,176
|
|
||||||
SVB Capital Partners II, LP
|
|
708
|
|
|
36
|
|
|
1,303
|
|
|
66
|
|
|
2,390
|
|
|
121
|
|
||||||
Other private equity fund
|
|
3,695
|
|
|
3,695
|
|
|
6,462
|
|
|
6,462
|
|
|
11,367
|
|
|
11,367
|
|
||||||
Total venture capital and private equity fund investments
|
|
$
|
862,972
|
|
|
$
|
76,505
|
|
|
$
|
665,921
|
|
|
$
|
75,893
|
|
|
$
|
611,824
|
|
|
$
|
77,674
|
|
|
(2)
|
The following table shows the amounts of other venture capital investments held by the following consolidated funds and amounts attributable to SVBFG for each fund at
December 31, 2013
,
2012
and
2011
:
|
|
|
December 31,
|
||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
(Dollars in thousands)
|
|
Carrying value
(as reported)
|
|
Amount
attributable
to SVBFG
|
|
Carrying value
(as reported)
|
|
Amount
attributable
to SVBFG
|
|
Carrying value
(as reported)
|
|
Amount
attributable
to SVBFG
|
||||||||||||
Silicon Valley BancVentures, LP
|
|
$
|
6,564
|
|
|
$
|
702
|
|
|
$
|
43,493
|
|
|
$
|
4,652
|
|
|
$
|
17,878
|
|
|
$
|
1,912
|
|
SVB Capital Partners II, LP
|
|
22,684
|
|
|
1,152
|
|
|
79,761
|
|
|
4,051
|
|
|
61,099
|
|
|
3,103
|
|
||||||
SVB India Capital Partners I, LP (i)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,832
|
|
|
6,162
|
|
||||||
SVB Capital Shanghai Yangpu Venture Capital Fund
|
|
3,591
|
|
|
243
|
|
|
3,837
|
|
|
259
|
|
|
2,312
|
|
|
156
|
|
||||||
Total other venture capital investments
|
|
$
|
32,839
|
|
|
$
|
2,097
|
|
|
$
|
127,091
|
|
|
$
|
8,962
|
|
|
$
|
124,121
|
|
|
$
|
11,333
|
|
|
(i)
|
As of December 31, 2012, SVB India Capital Partners I, LP was deconsolidated from the financial statements of SVBFG.
|
(3)
|
Investments classified as other securities (fair value accounting) represent direct equity investments in public companies held by our consolidated funds. This amount primarily includes total unrealized gains of $294 million in two of our public portfolio companies, FireEye and Twitter, both of which are currently subject to lock-up agreements. The extent to which any unrealized gains will become realized is subject to a variety of factors, including, among other things, the expiration of certain sales restrictions to which these securities are subject, the actual sales of securities and the timing of such actual sales.
|
|
|
December 31,
|
||||||||||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Software (1)
|
|
$
|
4,102,636
|
|
|
$
|
3,261,489
|
|
|
$
|
2,492,849
|
|
|
$
|
1,820,680
|
|
|
$
|
1,381,855
|
|
Hardware (1)
|
|
1,213,032
|
|
|
1,118,370
|
|
|
952,303
|
|
|
641,052
|
|
|
599,918
|
|
|||||
Venture capital/private equity
|
|
2,386,054
|
|
|
1,732,699
|
|
|
1,117,419
|
|
|
1,036,201
|
|
|
927,848
|
|
|||||
Life science (1)
|
|
1,170,220
|
|
|
1,066,199
|
|
|
863,737
|
|
|
575,944
|
|
|
517,268
|
|
|||||
Premium wine
|
|
149,841
|
|
|
143,511
|
|
|
130,245
|
|
|
144,972
|
|
|
143,062
|
|
|||||
Other (1)
|
|
288,904
|
|
|
315,453
|
|
|
342,147
|
|
|
375,928
|
|
|
176,750
|
|
|||||
Total commercial loans
|
|
9,310,687
|
|
|
7,637,721
|
|
|
5,898,700
|
|
|
4,594,777
|
|
|
3,746,701
|
|
|||||
Real estate secured loans:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Premium wine (2)
|
|
514,993
|
|
|
413,513
|
|
|
345,988
|
|
|
312,255
|
|
|
298,839
|
|
|||||
Consumer loans (3)
|
|
873,255
|
|
|
685,300
|
|
|
534,001
|
|
|
361,704
|
|
|
241,284
|
|
|||||
Other
|
|
30,743
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total real estate secured loans
|
|
1,418,991
|
|
|
1,098,813
|
|
|
879,989
|
|
|
673,959
|
|
|
540,123
|
|
|||||
Construction loans (4)
|
|
76,997
|
|
|
65,742
|
|
|
30,256
|
|
|
60,178
|
|
|
59,926
|
|
|||||
Consumer loans
|
|
99,711
|
|
|
144,657
|
|
|
161,137
|
|
|
192,823
|
|
|
201,344
|
|
|||||
Total loans, net of unearned income (5)(6)
|
|
$
|
10,906,386
|
|
|
$
|
8,946,933
|
|
|
$
|
6,970,082
|
|
|
$
|
5,521,737
|
|
|
$
|
4,548,094
|
|
|
(1)
|
Because of the diverse nature of clean technology products and services, for our loan-related reporting purposes, cleantech-related loans are reported under our hardware, software, life science and other commercial loan categories, as applicable.
|
(2)
|
Included in our premium wine portfolio are gross construction loans of
$112 million
,
$148 million
,
$111 million
,
$119 million
and
$122 million
at
December 31, 2013
,
2012
,
2011
,
2010
and
2009
, respectively.
|
(3)
|
Consumer loans secured by real estate at
December 31, 2013
,
2012
,
2011
,
2010
and
2009
were comprised of the following:
|
|
|
December 31,
|
||||||||||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Loans for personal residence
|
|
$
|
685,327
|
|
|
$
|
503,378
|
|
|
$
|
350,359
|
|
|
$
|
189,039
|
|
|
$
|
64,678
|
|
Loans to eligible employees
|
|
121,548
|
|
|
110,584
|
|
|
99,704
|
|
|
88,510
|
|
|
86,147
|
|
|||||
Home equity lines of credit
|
|
66,380
|
|
|
71,338
|
|
|
83,938
|
|
|
84,155
|
|
|
90,459
|
|
|||||
Consumer loans secured by real estate
|
|
$
|
873,255
|
|
|
$
|
685,300
|
|
|
$
|
534,001
|
|
|
$
|
361,704
|
|
|
$
|
241,284
|
|
(4)
|
Construction loans consist of low income housing loans made to fulfill our responsibilities under the Community Reinvestment Act and are primarily secured by real estate.
|
(5)
|
Unearned income, net of deferred costs, was
$89 million
,
$77 million
,
$60 million
,
$46 million
and
$35 million
in
2013
,
2012
,
2011
,
2010
and
2009
, respectively.
|
(6)
|
Included within our total loan portfolio are credit card loans of
$85 million
,
$64 million
,
$50 million
,
$33 million
and
$25 million
at
December 31, 2013
,
2012
,
2011
,
2010
and
2009
, respectively.
|
|
|
December 31,
|
||||||||||||
|
|
2013
|
|
2012
|
||||||||||
(Dollars in thousands)
|
|
Amount
|
|
Percentage
|
|
Amount
|
|
Percentage
|
||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
||||||
Software
|
|
$
|
4,141,358
|
|
|
37.7
|
%
|
|
$
|
3,293,899
|
|
|
36.5
|
%
|
Hardware
|
|
1,224,480
|
|
|
11.1
|
|
|
1,129,484
|
|
|
12.5
|
|
||
Venture capital/private equity
|
|
2,408,426
|
|
|
21.9
|
|
|
1,749,903
|
|
|
19.4
|
|
||
Life science
|
|
1,181,266
|
|
|
10.7
|
|
|
1,076,792
|
|
|
11.9
|
|
||
Premium wine (1)
|
|
151,255
|
|
|
1.4
|
|
|
144,937
|
|
|
1.6
|
|
||
Other
|
|
291,630
|
|
|
2.7
|
|
|
318,588
|
|
|
3.5
|
|
||
Commercial loans
|
|
9,398,415
|
|
|
85.5
|
|
|
7,713,603
|
|
|
85.5
|
|
||
Real estate secured loans:
|
|
|
|
|
|
|
|
|
||||||
Premium wine (1)
|
|
515,942
|
|
|
4.7
|
|
|
414,347
|
|
|
4.6
|
|
||
Consumer loans (2)
|
|
873,070
|
|
|
7.9
|
|
|
685,493
|
|
|
7.6
|
|
||
Other
|
|
31,033
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||
Real estate secured loans
|
|
1,420,045
|
|
|
12.9
|
|
|
1,099,840
|
|
|
12.2
|
|
||
Construction loans
|
|
77,165
|
|
|
0.7
|
|
|
65,726
|
|
|
0.7
|
|
||
Consumer loans (2)
|
|
99,643
|
|
|
0.9
|
|
|
145,079
|
|
|
1.6
|
|
||
Total gross loans
|
|
$
|
10,995,268
|
|
|
100.0
|
%
|
|
$
|
9,024,248
|
|
|
100.0
|
%
|
|
(1)
|
Premium wine clients can have loan balances included in both commercial loans and real estate secured loans, the total of which are used for the breakout of the above categories.
|
(2)
|
Consumer loan clients have loan balances included in both real estate secured loans and other consumer loans, the total of which are used for the breakout of the above categories.
|
|
|
December 31, 2013
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
Less than
Five Million
|
|
Five to Ten
Million
|
|
Ten to Twenty
Million
|
|
Twenty to Thirty Million
|
|
Thirty Million
or More
|
|
Total
|
||||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Software
|
|
$
|
1,031,179
|
|
|
$
|
647,060
|
|
|
$
|
905,815
|
|
|
$
|
832,375
|
|
|
$
|
724,929
|
|
|
$
|
4,141,358
|
|
Hardware
|
|
280,794
|
|
|
205,705
|
|
|
187,140
|
|
|
235,973
|
|
|
314,868
|
|
|
1,224,480
|
|
||||||
Venture capital/private equity
|
|
328,073
|
|
|
248,787
|
|
|
371,980
|
|
|
201,193
|
|
|
1,258,393
|
|
|
2,408,426
|
|
||||||
Life science
|
|
332,991
|
|
|
262,420
|
|
|
249,749
|
|
|
122,426
|
|
|
213,680
|
|
|
1,181,266
|
|
||||||
Premium wine (1)
|
|
77,431
|
|
|
24,667
|
|
|
24,810
|
|
|
24,347
|
|
|
—
|
|
|
151,255
|
|
||||||
Other
|
|
131,351
|
|
|
48,698
|
|
|
—
|
|
|
76,581
|
|
|
35,000
|
|
|
291,630
|
|
||||||
Commercial loans
|
|
2,181,819
|
|
|
1,437,337
|
|
|
1,739,494
|
|
|
1,492,895
|
|
|
2,546,870
|
|
|
9,398,415
|
|
||||||
Real estate secured loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Premium wine (1)
|
|
136,748
|
|
|
128,291
|
|
|
146,439
|
|
|
73,594
|
|
|
30,870
|
|
|
515,942
|
|
||||||
Consumer loans (2)
|
|
760,693
|
|
|
82,545
|
|
|
9,832
|
|
|
20,000
|
|
|
—
|
|
|
873,070
|
|
||||||
Other
|
|
2,500
|
|
|
5,000
|
|
|
—
|
|
|
23,533
|
|
|
—
|
|
|
31,033
|
|
||||||
Real estate secured loans
|
|
899,941
|
|
|
215,836
|
|
|
156,271
|
|
|
117,127
|
|
|
30,870
|
|
|
1,420,045
|
|
||||||
Construction loans
|
|
16,432
|
|
|
48,359
|
|
|
12,374
|
|
|
—
|
|
|
—
|
|
|
77,165
|
|
||||||
Consumer loans (2)
|
|
46,019
|
|
|
20,022
|
|
|
600
|
|
|
3,003
|
|
|
29,999
|
|
|
99,643
|
|
||||||
Total gross loans
|
|
$
|
3,144,211
|
|
|
$
|
1,721,554
|
|
|
$
|
1,908,739
|
|
|
$
|
1,613,025
|
|
|
$
|
2,607,739
|
|
|
$
|
10,995,268
|
|
|
(1)
|
Premium wine clients can have loan balances included in both commercial loans and real estate secured loans, the total of which are used for the breakout of the above categories.
|
(2)
|
Consumer loan clients have loan balances included in both real estate secured loans and other consumer loans, the total of which are used for the breakout of the above categories.
|
|
|
December 31, 2012
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
Less than
Five Million
|
|
Five to Ten
Million
|
|
Ten to Twenty
Million
|
|
Twenty to Thirty Million
|
|
Thirty Million
or More
|
|
Total
|
||||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Software
|
|
$
|
991,011
|
|
|
$
|
575,721
|
|
|
$
|
601,400
|
|
|
$
|
731,840
|
|
|
$
|
393,927
|
|
|
$
|
3,293,899
|
|
Hardware
|
|
295,981
|
|
|
203,813
|
|
|
176,854
|
|
|
229,913
|
|
|
222,923
|
|
|
1,129,484
|
|
||||||
Venture capital/private equity
|
|
298,299
|
|
|
194,717
|
|
|
285,914
|
|
|
301,061
|
|
|
669,912
|
|
|
1,749,903
|
|
||||||
Life science
|
|
280,100
|
|
|
221,399
|
|
|
223,104
|
|
|
200,056
|
|
|
152,133
|
|
|
1,076,792
|
|
||||||
Premium wine (1)
|
|
71,472
|
|
|
24,986
|
|
|
41,979
|
|
|
6,500
|
|
|
—
|
|
|
144,937
|
|
||||||
Other
|
|
89,703
|
|
|
56,078
|
|
|
55,608
|
|
|
54,620
|
|
|
62,579
|
|
|
318,588
|
|
||||||
Commercial loans
|
|
2,026,566
|
|
|
1,276,714
|
|
|
1,384,859
|
|
|
1,523,990
|
|
|
1,501,474
|
|
|
7,713,603
|
|
||||||
Real estate secured loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Premium wine (1)
|
|
101,501
|
|
|
110,080
|
|
|
128,950
|
|
|
42,316
|
|
|
31,500
|
|
|
414,347
|
|
||||||
Consumer loans (2)
|
|
563,319
|
|
|
78,531
|
|
|
43,643
|
|
|
—
|
|
|
—
|
|
|
685,493
|
|
||||||
Real estate secured loans
|
|
664,820
|
|
|
188,611
|
|
|
172,593
|
|
|
42,316
|
|
|
31,500
|
|
|
1,099,840
|
|
||||||
Construction loans
|
|
17,182
|
|
|
33,928
|
|
|
14,616
|
|
|
—
|
|
|
—
|
|
|
65,726
|
|
||||||
Consumer loans (2)
|
|
29,436
|
|
|
46,152
|
|
|
24,491
|
|
|
—
|
|
|
45,000
|
|
|
145,079
|
|
||||||
Total gross loans
|
|
$
|
2,738,004
|
|
|
$
|
1,545,405
|
|
|
$
|
1,596,559
|
|
|
$
|
1,566,306
|
|
|
$
|
1,577,974
|
|
|
$
|
9,024,248
|
|
|
(1)
|
Premium wine clients can have loan balances included in both commercial loans and real estate secured loans, the total of which are used for the breakout of the above categories.
|
(2)
|
Consumer loan clients have loan balances included in both real estate secured loans and other consumer loans, the total of which are used for the breakout of the above categories.
|
|
|
Remaining Contractual Maturity of Gross Loans
|
||||||||||||||
(Dollars in thousands)
|
|
One Year or Less
|
|
After One Year and Through Five Years
|
|
After Five Years
|
|
Total
|
||||||||
Fixed rate loans:
|
|
|
|
|
|
|
|
|
||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
||||||||
Software
|
|
$
|
85,064
|
|
|
$
|
515,715
|
|
|
$
|
—
|
|
|
$
|
600,779
|
|
Hardware
|
|
36,344
|
|
|
171,662
|
|
|
—
|
|
|
208,006
|
|
||||
Venture capital/private equity
|
|
60,744
|
|
|
51,248
|
|
|
9,149
|
|
|
121,141
|
|
||||
Life science
|
|
27,395
|
|
|
530,219
|
|
|
—
|
|
|
557,614
|
|
||||
Premium wine
|
|
767
|
|
|
12,491
|
|
|
3,575
|
|
|
16,833
|
|
||||
Other
|
|
71,937
|
|
|
24,438
|
|
|
—
|
|
|
96,375
|
|
||||
Total commercial loans
|
|
282,251
|
|
|
1,305,773
|
|
|
12,724
|
|
|
1,600,748
|
|
||||
Real estate secured loans:
|
|
|
|
|
|
|
|
|
||||||||
Premium wine
|
|
643
|
|
|
60,310
|
|
|
346,785
|
|
|
407,738
|
|
||||
Consumer loans
|
|
809
|
|
|
50,378
|
|
|
211,013
|
|
|
262,200
|
|
||||
Other
|
|
—
|
|
|
—
|
|
|
23,533
|
|
|
23,533
|
|
||||
Total real estate secured loans
|
|
1,452
|
|
|
110,688
|
|
|
581,331
|
|
|
693,471
|
|
||||
Construction loans
|
|
43,777
|
|
|
12,678
|
|
|
7,326
|
|
|
63,781
|
|
||||
Consumer loans
|
|
14,947
|
|
|
6,925
|
|
|
217
|
|
|
22,089
|
|
||||
Total fixed-rate loans
|
|
$
|
342,427
|
|
|
$
|
1,436,064
|
|
|
$
|
601,598
|
|
|
$
|
2,380,089
|
|
|
|
|
|
|
|
|
|
|
||||||||
Variable-rate loans:
|
|
|
|
|
|
|
|
|
||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
||||||||
Software
|
|
$
|
729,243
|
|
|
$
|
2,714,167
|
|
|
$
|
97,169
|
|
|
$
|
3,540,579
|
|
Hardware
|
|
358,961
|
|
|
638,013
|
|
|
19,500
|
|
|
1,016,474
|
|
||||
Venture capital/private equity
|
|
1,811,922
|
|
|
458,597
|
|
|
16,766
|
|
|
2,287,285
|
|
||||
Life science
|
|
91,072
|
|
|
529,580
|
|
|
3,000
|
|
|
623,652
|
|
||||
Premium wine
|
|
77,020
|
|
|
55,396
|
|
|
2,006
|
|
|
134,422
|
|
||||
Other
|
|
56,798
|
|
|
130,062
|
|
|
8,395
|
|
|
195,255
|
|
||||
Total commercial loans
|
|
3,125,016
|
|
|
4,525,815
|
|
|
146,836
|
|
|
7,797,667
|
|
||||
Real estate secured loans:
|
|
|
|
|
|
|
|
|
||||||||
Premium wine
|
|
8,730
|
|
|
50,274
|
|
|
49,200
|
|
|
108,204
|
|
||||
Consumer loans
|
|
4,698
|
|
|
53,369
|
|
|
552,803
|
|
|
610,870
|
|
||||
Other
|
|
—
|
|
|
7,500
|
|
|
—
|
|
|
7,500
|
|
||||
Total real estate secured loans
|
|
13,428
|
|
|
111,143
|
|
|
602,003
|
|
|
726,574
|
|
||||
Construction loans
|
|
13,384
|
|
|
—
|
|
|
—
|
|
|
13,384
|
|
||||
Consumer loans
|
|
55,276
|
|
|
17,343
|
|
|
4,935
|
|
|
77,554
|
|
||||
Total variable-rate loans
|
|
$
|
3,207,104
|
|
|
$
|
4,654,301
|
|
|
$
|
753,774
|
|
|
$
|
8,615,179
|
|
Total gross loans
|
|
$
|
3,549,531
|
|
|
$
|
6,090,365
|
|
|
$
|
1,355,372
|
|
|
$
|
10,995,268
|
|
|
|
Year ended December 31,
|
||||||||||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Allowance for loan losses balance, beginning of year
|
|
$
|
110,651
|
|
|
$
|
89,947
|
|
|
$
|
82,627
|
|
|
$
|
72,450
|
|
|
$
|
107,396
|
|
Charge-offs:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Software
|
|
(8,861
|
)
|
|
(4,316
|
)
|
|
(10,252
|
)
|
|
(16,230
|
)
|
|
(38,869
|
)
|
|||||
Hardware
|
|
(18,819
|
)
|
|
(20,247
|
)
|
|
(4,828
|
)
|
|
(10,568
|
)
|
|
(58,261
|
)
|
|||||
Venture capital/private equity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,635
|
)
|
|||||
Life science
|
|
(6,010
|
)
|
|
(5,080
|
)
|
|
(4,201
|
)
|
|
(17,629
|
)
|
|
(16,853
|
)
|
|||||
Premium wine
|
|
—
|
|
|
(584
|
)
|
|
(449
|
)
|
|
(1,457
|
)
|
|
(3,107
|
)
|
|||||
Other
|
|
(8,107
|
)
|
|
(2,485
|
)
|
|
(3,954
|
)
|
|
(4,866
|
)
|
|
(2,245
|
)
|
|||||
Total commercial loans
|
|
(41,797
|
)
|
|
(32,712
|
)
|
|
(23,684
|
)
|
|
(50,750
|
)
|
|
(129,970
|
)
|
|||||
Consumer loans
|
|
(869
|
)
|
|
(607
|
)
|
|
(220
|
)
|
|
(489
|
)
|
|
(13,600
|
)
|
|||||
Total charge-offs
|
|
(42,666
|
)
|
|
(33,319
|
)
|
|
(23,904
|
)
|
|
(51,239
|
)
|
|
(143,570
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Software
|
|
1,934
|
|
|
4,874
|
|
|
11,659
|
|
|
5,838
|
|
|
2,284
|
|
|||||
Hardware
|
|
2,677
|
|
|
1,107
|
|
|
455
|
|
|
5,715
|
|
|
12,645
|
|
|||||
Venture capital/private equity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Life science
|
|
1,860
|
|
|
334
|
|
|
6,644
|
|
|
3,738
|
|
|
2,708
|
|
|||||
Premium wine
|
|
170
|
|
|
650
|
|
|
1,223
|
|
|
222
|
|
|
55
|
|
|||||
Other
|
|
2,995
|
|
|
1,377
|
|
|
471
|
|
|
737
|
|
|
413
|
|
|||||
Total commercial loans
|
|
9,636
|
|
|
8,342
|
|
|
20,452
|
|
|
16,250
|
|
|
18,105
|
|
|||||
Consumer loans
|
|
1,572
|
|
|
1,351
|
|
|
4,671
|
|
|
538
|
|
|
339
|
|
|||||
Total recoveries
|
|
11,208
|
|
|
9,693
|
|
|
25,123
|
|
|
16,788
|
|
|
18,444
|
|
|||||
Provision for loan losses
|
|
63,693
|
|
|
44,330
|
|
|
6,101
|
|
|
44,628
|
|
|
90,180
|
|
|||||
Allowance for loan losses balance, end of year
|
|
$
|
142,886
|
|
|
$
|
110,651
|
|
|
$
|
89,947
|
|
|
$
|
82,627
|
|
|
$
|
72,450
|
|
|
|
December 31,
|
|||||||||||||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||||||||||||
(Dollars in thousands)
|
|
ALLL Amount
|
|
Loans as Percent of Total Loans (1)
|
|
ALLL Amount
|
|
Loans as Percent of Total Loans (1)
|
|
ALLL Amount
|
|
Loans as Percent of Total Loans (1)
|
|
ALLL Amount
|
|
Loans as Percent of Total Loans (1)
|
|
ALLL Amount
|
|
Loans as Percent of Total Loans (1)
|
|||||||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Software
|
|
$
|
64,084
|
|
|
38.0
|
%
|
|
$
|
42,648
|
|
|
36.5
|
%
|
|
$
|
38,263
|
|
|
35.8
|
%
|
|
$
|
29,288
|
|
|
33.0
|
%
|
|
$
|
24,209
|
|
|
30.4
|
%
|
Hardware
|
|
36,553
|
|
|
11.1
|
|
|
29,761
|
|
|
12.5
|
|
|
16,810
|
|
|
13.7
|
|
|
14,688
|
|
|
11.6
|
|
|
16,194
|
|
|
13.2
|
|
|||||
Venture capital/private equity
|
|
16,385
|
|
|
21.9
|
|
|
9,963
|
|
|
19.4
|
|
|
7,319
|
|
|
16.1
|
|
|
8,241
|
|
|
18.8
|
|
|
5,664
|
|
|
20.4
|
|
|||||
Life science
|
|
11,926
|
|
|
10.7
|
|
|
13,606
|
|
|
11.9
|
|
|
10,243
|
|
|
12.4
|
|
|
9,077
|
|
|
10.5
|
|
|
9,651
|
|
|
11.4
|
|
|||||
Premium wine
|
|
3,914
|
|
|
6.1
|
|
|
3,523
|
|
|
6.2
|
|
|
3,914
|
|
|
6.8
|
|
|
5,492
|
|
|
8.2
|
|
|
4,652
|
|
|
9.7
|
|
|||||
Other
|
|
3,680
|
|
|
3.4
|
|
|
3,912
|
|
|
4.3
|
|
|
5,817
|
|
|
5.3
|
|
|
5,318
|
|
|
7.9
|
|
|
3,877
|
|
|
5.3
|
|
|||||
Total commercial loans
|
|
136,542
|
|
|
91.2
|
|
|
103,413
|
|
|
90.8
|
|
|
82,366
|
|
|
90.1
|
|
|
72,104
|
|
|
90.0
|
|
|
64,247
|
|
|
90.4
|
|
|||||
Consumer loans
|
|
6,344
|
|
|
8.8
|
|
|
7,238
|
|
|
9.2
|
|
|
7,581
|
|
|
9.9
|
|
|
10,523
|
|
|
10.0
|
|
|
8,203
|
|
|
9.6
|
|
|||||
Total
|
|
$
|
142,886
|
|
|
100.0
|
%
|
|
$
|
110,651
|
|
|
100.0
|
%
|
|
$
|
89,947
|
|
|
100.0
|
%
|
|
$
|
82,627
|
|
|
100.0
|
%
|
|
$
|
72,450
|
|
|
100.0
|
%
|
|
(1)
|
Represents loan category as a percentage of total gross loans as of year-end.
|
|
|
December 31,
|
||||||||||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Gross nonperforming, past due, and restructured loans:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Impaired loans
|
|
$
|
51,649
|
|
|
$
|
38,279
|
|
|
$
|
36,617
|
|
|
$
|
39,426
|
|
|
$
|
50,227
|
|
OREO
|
|
1,001
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
220
|
|
|||||
Total nonperforming assets
|
|
$
|
52,650
|
|
|
$
|
38,279
|
|
|
$
|
36,617
|
|
|
$
|
39,426
|
|
|
$
|
50,447
|
|
Loans past due 90 days or more still accruing interest
|
|
$
|
99
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
2,456
|
|
Performing TDRs
|
|
403
|
|
|
734
|
|
|
2,100
|
|
|
—
|
|
|
—
|
|
|||||
Nonperforming loans as a percentage of total gross loans
|
|
0.47
|
%
|
|
0.42
|
%
|
|
0.52
|
%
|
|
0.71
|
%
|
|
1.10
|
%
|
|||||
Nonperforming assets as a percentage of total assets
|
|
0.20
|
|
|
0.17
|
|
|
0.18
|
|
|
0.22
|
|
|
0.39
|
|
|||||
Allowance for loan losses
|
|
$
|
142,886
|
|
|
$
|
110,651
|
|
|
$
|
89,947
|
|
|
$
|
82,627
|
|
|
$
|
72,450
|
|
As a percentage of total gross loans
|
|
1.30
|
%
|
|
1.23
|
%
|
|
1.28
|
%
|
|
1.48
|
%
|
|
1.58
|
%
|
|||||
As a percentage of total gross nonperforming loans
|
|
276.65
|
|
|
289.06
|
|
|
245.64
|
|
|
209.57
|
|
|
144.25
|
|
|||||
Allowance for loan losses for impaired loans
|
|
$
|
21,277
|
|
|
$
|
6,261
|
|
|
$
|
3,707
|
|
|
$
|
6,936
|
|
|
$
|
8,868
|
|
As a percentage of total gross loans
|
|
0.19
|
%
|
|
0.07
|
%
|
|
0.05
|
%
|
|
0.12
|
%
|
|
0.19
|
%
|
|||||
As a percentage of total gross nonperforming loans
|
|
41.20
|
|
|
16.36
|
|
|
10.12
|
|
|
17.59
|
|
|
17.66
|
|
|||||
Allowance for loan losses for total gross performing loans
|
|
$
|
121,609
|
|
|
$
|
104,390
|
|
|
$
|
86,240
|
|
|
$
|
75,691
|
|
|
$
|
63,582
|
|
As a percentage of total gross loans
|
|
1.11
|
%
|
|
1.16
|
%
|
|
1.23
|
%
|
|
1.36
|
%
|
|
1.39
|
%
|
|||||
As a percentage of total gross performing loans
|
|
1.11
|
|
|
1.16
|
|
|
1.23
|
|
|
1.37
|
|
|
1.40
|
|
|||||
Total gross loans
|
|
$
|
10,995,268
|
|
|
$
|
9,024,248
|
|
|
$
|
7,030,321
|
|
|
$
|
5,567,205
|
|
|
$
|
4,582,966
|
|
Total gross performing loans
|
|
10,943,619
|
|
|
8,985,969
|
|
|
6,993,704
|
|
|
5,527,779
|
|
|
4,532,739
|
|
|||||
Reserve for unfunded credit commitments (1)
|
|
29,983
|
|
|
22,299
|
|
|
21,811
|
|
|
17,414
|
|
|
13,331
|
|
|||||
As a percentage of total unfunded credit commitments
|
|
0.26
|
%
|
|
0.26
|
%
|
|
0.27
|
%
|
|
0.25
|
%
|
|
0.22
|
%
|
|||||
Total unfunded credit commitments (2)
|
|
$
|
11,470,722
|
|
|
$
|
8,610,791
|
|
|
$
|
8,067,570
|
|
|
$
|
6,918,689
|
|
|
$
|
5,944,042
|
|
|
(1)
|
The “Reserve for unfunded credit commitments” is included as a component of other liabilities. See “Provision for Unfunded Credit Commitments” above for a discussion of the changes to the reserve.
|
(2)
|
Includes unfunded loan commitments and letters of credit.
|
|
|
December 31,
|
||||||||||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Software
|
|
$
|
27,618
|
|
|
$
|
3,263
|
|
|
$
|
1,142
|
|
|
$
|
3,292
|
|
|
$
|
8,059
|
|
Hardware
|
|
19,667
|
|
|
21,863
|
|
|
5,183
|
|
|
3,824
|
|
|
15,823
|
|
|||||
Venture capital/private equity
|
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Life science
|
|
1,278
|
|
|
—
|
|
|
311
|
|
|
3,412
|
|
|
1,833
|
|
|||||
Premium wine
|
|
1,442
|
|
|
4,398
|
|
|
3,212
|
|
|
6,162
|
|
|
285
|
|
|||||
Other
|
|
690
|
|
|
5,415
|
|
|
5,353
|
|
|
2,177
|
|
|
2,901
|
|
|||||
Total commercial loans
|
|
50,735
|
|
|
34,939
|
|
|
15,201
|
|
|
18,867
|
|
|
28,901
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate secured loans
|
|
244
|
|
|
2,239
|
|
|
18,283
|
|
|
20,559
|
|
|
21,165
|
|
|||||
Other consumer loans
|
|
670
|
|
|
1,101
|
|
|
3,133
|
|
|
—
|
|
|
161
|
|
|||||
Total consumer loans
|
|
914
|
|
|
3,340
|
|
|
21,416
|
|
|
20,559
|
|
|
21,326
|
|
|||||
Total nonaccrual loans
|
|
$
|
51,649
|
|
|
$
|
38,279
|
|
|
$
|
36,617
|
|
|
$
|
39,426
|
|
|
$
|
50,227
|
|
|
|
December 31,
|
|||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
% Change
|
|||||
Derivative assets, gross (1)
|
|
$
|
127,114
|
|
|
$
|
98,266
|
|
|
29.4
|
%
|
Foreign exchange spot contract assets, gross
|
|
73,423
|
|
|
42,653
|
|
|
72.1
|
|
||
Net deferred tax assets
|
|
68,237
|
|
|
—
|
|
|
—
|
|
||
Accrued interest receivable
|
|
67,772
|
|
|
64,167
|
|
|
5.6
|
|
||
FHLB and Federal Reserve Bank stock
|
|
40,632
|
|
|
39,806
|
|
|
2.1
|
|
||
Accounts receivable
|
|
15,773
|
|
|
15,650
|
|
|
0.8
|
|
||
Other assets
|
|
72,159
|
|
|
66,329
|
|
|
8.8
|
|
||
Total accrued interest receivable and other assets
|
|
$
|
465,110
|
|
|
$
|
326,871
|
|
|
42.3
|
|
|
(1)
|
See “Derivatives” section below.
|
|
|
December 31,
|
|||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
% Change
|
|||||
Assets:
|
|
|
|
|
|
|
|||||
Equity warrant assets
|
|
$
|
103,513
|
|
|
$
|
74,272
|
|
|
39.4
|
%
|
Foreign exchange forward and option contracts
|
|
15,530
|
|
|
13,541
|
|
|
14.7
|
|
||
Interest rate swaps
|
|
6,492
|
|
|
9,005
|
|
|
(27.9
|
)
|
||
Loan conversion options
|
|
314
|
|
|
890
|
|
|
(64.7
|
)
|
||
Client interest rate derivatives
|
|
1,265
|
|
|
558
|
|
|
126.7
|
|
||
Total derivatives assets
|
|
$
|
127,114
|
|
|
$
|
98,266
|
|
|
29.4
|
|
Liabilities:
|
|
|
|
|
|
|
|||||
Foreign exchange forward and option contracts
|
|
$
|
(12,617
|
)
|
|
$
|
(12,847
|
)
|
|
(1.8
|
)
|
Client interest rate derivatives
|
|
(1,396
|
)
|
|
(590
|
)
|
|
136.6
|
|
||
Total derivatives liabilities
|
|
$
|
(14,013
|
)
|
|
$
|
(13,437
|
)
|
|
4.3
|
|
|
|
Year ended December 31,
|
||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
||||
Balance, beginning of period
|
|
$
|
74,272
|
|
|
$
|
66,953
|
|
New equity warrant assets
|
|
13,218
|
|
|
13,854
|
|
||
Non-cash increases in fair value
|
|
37,835
|
|
|
10,907
|
|
||
Exercised equity warrant assets
|
|
(21,362
|
)
|
|
(15,920
|
)
|
||
Terminated equity warrant assets
|
|
(450
|
)
|
|
(1,522
|
)
|
||
Balance, end of period
|
|
$
|
103,513
|
|
|
$
|
74,272
|
|
|
|
December 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Noninterest-bearing demand
|
|
$
|
15,894,360
|
|
|
$
|
13,875,275
|
|
|
$
|
11,861,888
|
|
Negotiable order of withdrawal (NOW)
|
|
151,746
|
|
|
133,260
|
|
|
112,690
|
|
|||
Money market
|
|
4,373,974
|
|
|
2,969,769
|
|
|
2,483,406
|
|
|||
Money market deposits in foreign offices
|
|
181,299
|
|
|
110,915
|
|
|
117,638
|
|
|||
Sweep deposits in foreign offices
|
|
1,657,740
|
|
|
1,932,045
|
|
|
1,978,165
|
|
|||
Time
|
|
213,860
|
|
|
155,188
|
|
|
155,749
|
|
|||
Total deposits
|
|
$
|
22,472,979
|
|
|
$
|
19,176,452
|
|
|
$
|
16,709,536
|
|
|
|
December 31, 2013
|
||||||||||||||||||
(Dollars in thousands)
|
|
Three months
or less
|
|
More than
three months
to six months
|
|
More than six
months to
twelve months
|
|
More than
twelve months
|
|
Total
|
||||||||||
Time deposits, $100,000 and over
|
|
$
|
162,534
|
|
|
$
|
12,137
|
|
|
$
|
22,719
|
|
|
$
|
—
|
|
|
$
|
197,390
|
|
Other time deposits
|
|
9,909
|
|
|
2,950
|
|
|
3,526
|
|
|
85
|
|
|
16,470
|
|
|||||
Total time deposits
|
|
$
|
172,443
|
|
|
$
|
15,087
|
|
|
$
|
26,245
|
|
|
$
|
85
|
|
|
$
|
213,860
|
|
|
|
December 31,
|
|||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
(Dollars in thousands)
|
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|||||||||
Federal funds purchased
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
160,000
|
|
|
0.07
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Other short-term borrowings
|
|
5,080
|
|
|
0.08
|
|
|
6,110
|
|
|
0.16
|
|
|
—
|
|
|
—
|
|
|||
Total short-term borrowings
|
|
5,080
|
|
|
0.08
|
|
|
166,110
|
|
|
0.07
|
|
|
—
|
|
|
—
|
|
|
|
Year ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Average daily balances:
|
|
|
|
|
|
|
||||||
Federal Funds purchased (1)
|
|
$
|
13,729
|
|
|
$
|
30,638
|
|
|
$
|
2,478
|
|
FHLB advances
|
|
7,959
|
|
|
32,036
|
|
|
55
|
|
|||
Securities (purchased) sold under agreements to repurchase
|
|
(435
|
)
|
|
3,341
|
|
|
1,666
|
|
|||
Other short-term borrowings (2)
|
|
5,765
|
|
|
4,787
|
|
|
12,795
|
|
|||
Total average short-term borrowings
|
|
$
|
27,018
|
|
|
$
|
70,802
|
|
|
$
|
16,994
|
|
Maximum month-end balances:
|
|
|
|
|
|
|
||||||
Federal Funds purchased
|
|
$
|
15,000
|
|
|
$
|
315,000
|
|
|
$
|
—
|
|
FHLB advances
|
|
—
|
|
|
530,000
|
|
|
—
|
|
|||
Securities (purchased) sold under agreements to repurchase
|
|
(5,120
|
)
|
|
—
|
|
|
—
|
|
|||
Other short-term borrowings
|
|
7,460
|
|
|
6,570
|
|
|
38,645
|
|
|
(1)
|
As part of our liquidity risk management practices, we periodically test availability and access to overnight borrowings in the Fed Funds market. These balances represent short-term borrowings.
|
(2)
|
Represents cash collateral received from counterparties for our interest rate swap agreements related to our 5.70% Senior Notes and 6.05% Subordinated Notes.
|
|
|
Principal value at December 31, 2013
|
|
December 31,
|
||||||||||||
(Dollars in thousands)
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||||
5.375% Senior Notes
|
|
$
|
350,000
|
|
|
$
|
348,209
|
|
|
$
|
347,995
|
|
|
$
|
347,793
|
|
5.70% Senior Notes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
143,969
|
|
||||
6.05% Subordinated Notes
|
|
45,964
|
|
|
51,987
|
|
|
54,571
|
|
|
55,075
|
|
||||
Junior Subordinated Debentures
|
|
50,000
|
|
|
55,020
|
|
|
55,196
|
|
|
55,372
|
|
||||
Other long-term debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,439
|
|
||||
Total long-term debt
|
|
$
|
445,964
|
|
|
$
|
455,216
|
|
|
$
|
457,762
|
|
|
$
|
603,648
|
|
|
|
December 31,
|
|||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
% Change
|
|||||
Accrued compensation
|
|
$
|
117,134
|
|
|
$
|
94,209
|
|
|
24.3
|
%
|
Foreign exchange spot contract liabilities, gross
|
|
90,725
|
|
|
57,868
|
|
|
56.8
|
|
||
Reserve for unfunded credit commitments
|
|
29,983
|
|
|
22,299
|
|
|
34.5
|
|
||
Derivative liabilities, gross (1)
|
|
14,013
|
|
|
13,437
|
|
|
4.3
|
|
||
Net deferred tax liabilities
|
|
—
|
|
|
25,580
|
|
|
(100.0
|
)
|
||
Other
|
|
152,731
|
|
|
147,173
|
|
|
3.8
|
|
||
Total other liabilities
|
|
$
|
404,586
|
|
|
$
|
360,566
|
|
|
12.2
|
|
|
(1)
|
See “Derivatives” section above.
|
|
|
December 31,
|
|
Minimum ratio to be “Well Capitalized”
|
|
Minimum ratio to be “Adequately Capitalized”
|
|||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|
|||||||
SVB Financial:
|
|
|
|
|
|
|
|
|
|
|
|||||
Total risk-based capital ratio (1)
|
|
13.13
|
%
|
|
14.05
|
%
|
|
13.95
|
%
|
|
10.0
|
%
|
|
8.0
|
%
|
Tier 1 risk-based capital ratio (1)
|
|
11.94
|
|
|
12.79
|
|
|
12.62
|
|
|
6.0
|
|
|
4.0
|
|
Tier 1 leverage ratio
|
|
8.31
|
|
|
8.06
|
|
|
7.92
|
|
|
N/A
|
|
|
4.0
|
|
Tangible common equity to tangible assets ratio (2)(3)
|
|
7.44
|
|
|
8.04
|
|
|
7.86
|
|
|
N/A
|
|
|
N/A
|
|
Tangible common equity to risk-weighted assets ratio (1)(2)(3)
|
|
11.63
|
|
|
13.53
|
|
|
13.25
|
|
|
N/A
|
|
|
N/A
|
|
Bank:
|
|
|
|
|
|
|
|
|
|
|
|||||
Total risk-based capital ratio (1)
|
|
11.32
|
%
|
|
12.53
|
%
|
|
12.33
|
%
|
|
10.0
|
%
|
|
8.0
|
%
|
Tier 1 risk-based capital ratio (1)
|
|
10.11
|
|
|
11.24
|
|
|
10.96
|
|
|
6.0
|
|
|
4.0
|
|
Tier 1 leverage ratio
|
|
7.04
|
|
|
7.06
|
|
|
6.87
|
|
|
5.0
|
|
|
4.0
|
|
Tangible common equity to tangible assets ratio (2)(3)
|
|
6.59
|
|
|
7.41
|
|
|
7.18
|
|
|
N/A
|
|
|
N/A
|
|
Tangible common equity to risk-weighted assets ratio (1)(2)(3)
|
|
9.87
|
|
|
12.08
|
|
|
11.75
|
|
|
N/A
|
|
|
N/A
|
|
|
(1)
|
Our risk-weighted assets for 2012 reflect a refinement in our determination of certain unfunded credit commitments related to the contractual borrowing base.
|
(2)
|
See below for a reconciliation of non-GAAP tangible common equity to tangible assets and tangible common equity to risk-weighted assets.
|
(3)
|
The FRB has not issued any minimum guidelines for the tangible common equity to tangible assets ratio or the tangible common equity to risk-weighted assets ratio. However, we believe these ratios provide meaningful supplemental information regarding our capital levels and are therefore provided above.
|
Non-GAAP tangible common equity and tangible assets
(dollars in thousands, except ratios)
|
|
SVB Financial
|
||||||||||||||||||
|
December 31,
2013 |
|
December 31,
2012 |
|
December 31,
2011 |
|
December 31,
2010 |
|
December 31,
2009 |
|||||||||||
GAAP SVBFG stockholders’ equity
|
|
$
|
1,966,270
|
|
|
$
|
1,830,555
|
|
|
$
|
1,569,392
|
|
|
$
|
1,274,350
|
|
|
$
|
1,128,343
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intangible assets
|
|
—
|
|
|
—
|
|
|
601
|
|
|
847
|
|
|
665
|
|
|||||
Tangible common equity
|
|
$
|
1,966,270
|
|
|
$
|
1,830,555
|
|
|
$
|
1,568,791
|
|
|
$
|
1,273,503
|
|
|
$
|
1,127,678
|
|
GAAP Total assets
|
|
$
|
26,417,189
|
|
|
$
|
22,766,123
|
|
|
$
|
19,968,894
|
|
|
$
|
17,527,761
|
|
|
$
|
12,841,399
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intangible assets
|
|
—
|
|
|
—
|
|
|
601
|
|
|
847
|
|
|
665
|
|
|||||
Tangible assets
|
|
$
|
26,417,189
|
|
|
$
|
22,766,123
|
|
|
$
|
19,968,293
|
|
|
$
|
17,526,914
|
|
|
$
|
12,840,734
|
|
Risk-weighted assets (1)
|
|
$
|
16,901,501
|
|
|
$
|
13,532,984
|
|
|
$
|
11,837,902
|
|
|
$
|
9,406,677
|
|
|
$
|
7,494,498
|
|
Tangible common equity to tangible assets
|
|
7.44
|
%
|
|
8.04
|
%
|
|
7.86
|
%
|
|
7.27
|
%
|
|
8.78
|
%
|
|||||
Tangible common equity to risk-weighted assets
|
|
11.63
|
|
|
13.53
|
|
|
13.25
|
|
|
13.54
|
|
|
15.05
|
|
Non-GAAP tangible common equity and tangible assets
(dollars in thousands, except ratios)
|
|
Bank
|
||||||||||||||||||
|
December 31,
2013 |
|
December 31,
2012 |
|
December 31,
2011 |
|
December 31,
2010 |
|
December 31,
2009 |
|||||||||||
Tangible common equity
|
|
$
|
1,639,024
|
|
|
$
|
1,591,643
|
|
|
$
|
1,346,854
|
|
|
$
|
1,074,561
|
|
|
$
|
914,068
|
|
Tangible assets
|
|
$
|
24,854,119
|
|
|
$
|
21,471,111
|
|
|
$
|
18,758,813
|
|
|
$
|
16,268,589
|
|
|
$
|
12,186,203
|
|
Risk-weighted assets (1)
|
|
$
|
16,612,870
|
|
|
$
|
13,177,887
|
|
|
$
|
11,467,401
|
|
|
$
|
9,047,907
|
|
|
$
|
7,293,332
|
|
Tangible common equity to tangible assets
|
|
6.59
|
%
|
|
7.41
|
%
|
|
7.18
|
%
|
|
6.61
|
%
|
|
7.50
|
%
|
|||||
Tangible common equity to risk-weighted assets
|
|
9.87
|
|
|
12.08
|
|
|
11.75
|
|
|
11.88
|
|
|
12.53
|
|
|
(1)
|
Our risk-weighted assets for 2012 reflect a refinement in our determination of risk rating for certain unfunded credit commitments related to the contractual borrowing base.
|
|
|
Payments Due By Period
|
||||||||||||||||||
(Dollars in thousands)
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
4-5 years
|
|
After 5 years
|
||||||||||
SVBFG contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings
|
|
$
|
460,296
|
|
|
$
|
5,080
|
|
|
$
|
—
|
|
|
$
|
51,987
|
|
|
$
|
403,229
|
|
Non-cancelable operating leases, net of income from subleases
|
|
162,733
|
|
|
16,111
|
|
|
39,439
|
|
|
35,971
|
|
|
71,212
|
|
|||||
Remaining unfunded commitments to other fund investments (1)
|
|
47,037
|
|
|
47,037
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Remaining unfunded commitments to Partners for Growth, LP
|
|
9,750
|
|
|
9,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Remaining unfunded commitments to debt funds (equity method accounting)
|
|
4,950
|
|
|
4,950
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commitments to low income housing tax credit funds
|
|
45,808
|
|
|
35,809
|
|
|
8,425
|
|
|
198
|
|
|
1,376
|
|
|||||
Other obligations
|
|
21,542
|
|
|
7,145
|
|
|
12,056
|
|
|
2,341
|
|
|
—
|
|
|||||
SVBFG unfunded commitments to our managed funds:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
SVB Strategic Investors Fund, LP (1)
|
|
688
|
|
|
688
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
SVB Strategic Investors Fund II, LP (1)
|
|
1,050
|
|
|
1,050
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
SVB Strategic Investors Fund III, LP (1)
|
|
1,688
|
|
|
1,688
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
SVB Strategic Investors Fund IV, LP (1)
|
|
3,060
|
|
|
3,060
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Strategic Investors Fund V Funds (1)
|
|
330
|
|
|
330
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Strategic Investors Fund VI Funds (1)
|
|
483
|
|
|
483
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
SVB Capital - NT Growth Partners, LP (1)
|
|
1,340
|
|
|
1,340
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Silicon Valley BancVentures, LP (1)
|
|
270
|
|
|
270
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
SVB Capital Partners II, LP (1)
|
|
162
|
|
|
162
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
SVB Capital Shanghai Yangpu Venture Capital Fund (1)
|
|
163
|
|
|
163
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total obligations attributable to SVBFG
|
|
$
|
761,350
|
|
|
$
|
135,116
|
|
|
$
|
59,920
|
|
|
$
|
90,497
|
|
|
$
|
475,817
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Remaining unfunded commitments to venture capital and private equity funds by our consolidated managed funds of funds:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
SVB Strategic Investors Fund, LP (1)
|
|
$
|
2,266
|
|
|
$
|
2,266
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
SVB Strategic Investors Fund II, LP (1)
|
|
7,251
|
|
|
7,251
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
SVB Strategic Investors Fund III, LP (1)
|
|
22,996
|
|
|
22,996
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
SVB Strategic Investors Fund IV, LP (1)
|
|
61,526
|
|
|
61,526
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Strategic Investors Fund V Funds (1)
|
|
231,033
|
|
|
231,033
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Strategic Investors Fund VI Funds (1)
|
|
76,906
|
|
|
76,906
|
|
|
|
|
|
|
|
||||||||
SVB Capital Preferred Return Fund, LP (1)
|
|
10,309
|
|
|
10,309
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
SVB Capital - NT Growth Partners, LP (1)
|
|
12,060
|
|
|
12,060
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other private equity fund (1)
|
|
3,792
|
|
|
3,792
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total obligations to venture capital and private equity funds by our consolidated managed funds of funds
|
|
$
|
428,139
|
|
|
$
|
428,139
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Amount of commitment expiring per period
|
||||||||||||||||||
(Dollars in thousands)
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
4-5 years
|
|
After 5 years
|
||||||||||
Other commercial commitments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total loan commitments available for funding
|
|
$
|
10,494,754
|
|
|
$
|
6,101,364
|
|
|
$
|
3,359,823
|
|
|
$
|
930,495
|
|
|
$
|
103,072
|
|
Standby letters of credit
|
|
968,210
|
|
|
904,058
|
|
|
45,579
|
|
|
18,529
|
|
|
44
|
|
|||||
Commercial letters of credit
|
|
7,758
|
|
|
7,758
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
See Note 7–“Investment Securities” of the “Notes to the Consolidated Financial Statements” under Part II, Item 8 in this report, for further disclosure related to non-marketable and other securities. Subject to applicable regulatory requirements, including the Volcker Rule (See "Business - Supervision and Regulation" under Item 1 of Part I of this report), we make commitments to invest in venture capital and private equity funds, which in turn make investments generally in, or in some cases make loans to, privately-held companies . Commitments to invest in these funds are generally made for a
10
-year period from the inception of the fund. Although the limited partnership agreements governing these investments typically do not restrict the general partners from calling
100%
of committed capital in one year, it is customary for these funds to generally call most of the capital commitments over
5
to
7
years; however in certain cases, the funds may not call
100%
of committed capital over the life of the fund. The actual timing of future cash requirements to fund these commitments is generally dependent upon the investment cycle, overall market conditions, and the nature and type of industry in which the privately held companies operate.
|
|
|
Year ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Average cash and cash equivalents
|
|
$
|
1,584,042
|
|
|
$
|
1,494,961
|
|
|
$
|
2,257,597
|
|
Percentage of total average assets
|
|
6.8
|
%
|
|
7.0
|
%
|
|
12.1
|
%
|
|||
Net cash provided by operating activities
|
|
$
|
173,086
|
|
|
$
|
202,080
|
|
|
$
|
166,392
|
|
Net cash used for investing activities
|
|
(2,840,296
|
)
|
|
(2,892,340
|
)
|
|
(4,038,956
|
)
|
|||
Net cash provided by financing activities
|
|
3,197,006
|
|
|
2,584,295
|
|
|
1,911,080
|
|
|||
Net decrease in cash and cash equivalents
|
|
$
|
529,796
|
|
|
$
|
(105,965
|
)
|
|
$
|
(1,961,484
|
)
|
|
|
Estimated
|
|
Estimated Increase In EVE
|
|
Estimated
|
|
Estimated Increase/
(Decrease) In NII
|
||||||||||||||
Change in interest rates (basis points)
|
|
EVE
|
|
Amount
|
|
Percent
|
|
NII
|
|
Amount
|
|
Percent
|
||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||||
December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
+200
|
|
$
|
4,656,411
|
|
|
$
|
477,866
|
|
|
11.4
|
%
|
|
$
|
990,190
|
|
|
$
|
161,314
|
|
|
19.5
|
%
|
+100
|
|
4,382,397
|
|
|
203,852
|
|
|
4.9
|
|
|
899,336
|
|
|
70,460
|
|
|
8.5
|
|
||||
—
|
|
4,178,545
|
|
|
—
|
|
|
—
|
|
|
828,876
|
|
|
—
|
|
|
—
|
|
||||
-100
|
|
3,960,086
|
|
|
(218,459
|
)
|
|
(5.2
|
)
|
|
826,222
|
|
|
(2,654
|
)
|
|
(0.3
|
)
|
||||
-200
|
|
4,041,604
|
|
|
(136,941
|
)
|
|
(3.3
|
)
|
|
822,448
|
|
|
(6,428
|
)
|
|
(0.8
|
)
|
||||
December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
+200
|
|
$
|
3,176,231
|
|
|
$
|
345,925
|
|
|
12.2
|
%
|
|
$
|
834,208
|
|
|
$
|
137,021
|
|
|
19.7
|
%
|
+100
|
|
2,862,361
|
|
|
32,055
|
|
|
1.1
|
|
|
757,662
|
|
|
60,475
|
|
|
8.7
|
|
||||
—
|
|
2,830,306
|
|
|
—
|
|
|
—
|
|
|
697,187
|
|
|
—
|
|
|
—
|
|
||||
-100
|
|
2,981,216
|
|
|
150,910
|
|
|
5.3
|
|
|
671,976
|
|
|
(25,211
|
)
|
|
(3.6
|
)
|
||||
-200
|
|
3,012,121
|
|
|
181,815
|
|
|
6.4
|
|
|
670,445
|
|
|
(26,742
|
)
|
|
(3.8
|
)
|
|
|
December 31,
|
||||||
(Dollars in thousands, except par value and share data)
|
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,538,779
|
|
|
$
|
1,008,983
|
|
Available-for-sale securities
|
|
11,986,821
|
|
|
11,343,177
|
|
||
Non-marketable and other securities
|
|
1,595,494
|
|
|
1,184,265
|
|
||
Investment securities
|
|
13,582,315
|
|
|
12,527,442
|
|
||
Loans, net of unearned income
|
|
10,906,386
|
|
|
8,946,933
|
|
||
Allowance for loan losses
|
|
(142,886
|
)
|
|
(110,651
|
)
|
||
Net loans
|
|
10,763,500
|
|
|
8,836,282
|
|
||
Premises and equipment, net of accumulated depreciation and amortization
|
|
67,485
|
|
|
66,545
|
|
||
Accrued interest receivable and other assets
|
|
465,110
|
|
|
326,871
|
|
||
Total assets
|
|
$
|
26,417,189
|
|
|
$
|
22,766,123
|
|
Liabilities and total equity
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Noninterest-bearing demand deposits
|
|
$
|
15,894,360
|
|
|
$
|
13,875,275
|
|
Interest-bearing deposits
|
|
6,578,619
|
|
|
5,301,177
|
|
||
Total deposits
|
|
22,472,979
|
|
|
19,176,452
|
|
||
Short-term borrowings
|
|
5,080
|
|
|
166,110
|
|
||
Other liabilities
|
|
404,586
|
|
|
360,566
|
|
||
Long-term debt
|
|
455,216
|
|
|
457,762
|
|
||
Total liabilities
|
|
23,337,861
|
|
|
20,160,890
|
|
||
Commitments and contingencies (Note 17 and Note 23)
|
|
|
|
|
|
|||
SVBFG 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;
45,800,418 shares and 44,627,182 shares outstanding, respectively |
|
46
|
|
|
45
|
|
||
Additional paid-in capital
|
|
624,256
|
|
|
547,079
|
|
||
Retained earnings
|
|
1,390,732
|
|
|
1,174,878
|
|
||
Accumulated other comprehensive (loss) income
|
|
(48,764
|
)
|
|
108,553
|
|
||
Total SVBFG stockholders’ equity
|
|
1,966,270
|
|
|
1,830,555
|
|
||
Noncontrolling interests
|
|
1,113,058
|
|
|
774,678
|
|
||
Total equity
|
|
3,079,328
|
|
|
2,605,233
|
|
||
Total liabilities and total equity
|
|
$
|
26,417,189
|
|
|
$
|
22,766,123
|
|
|
|
Year ended December 31,
|
||||||||||
(Dollars in thousands, except per share amounts)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Interest income:
|
|
|
|
|
|
|
||||||
Loans
|
|
$
|
542,204
|
|
|
$
|
469,146
|
|
|
$
|
389,830
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
||||||
Taxable
|
|
180,162
|
|
|
171,863
|
|
|
165,449
|
|
|||
Non-taxable
|
|
3,201
|
|
|
3,564
|
|
|
3,623
|
|
|||
Federal funds sold, securities purchased under agreements to resell and other short-term investment securities
|
|
4,054
|
|
|
4,145
|
|
|
6,486
|
|
|||
Total interest income
|
|
729,621
|
|
|
648,718
|
|
|
565,388
|
|
|||
Interest expense:
|
|
|
|
|
|
|
||||||
Deposits
|
|
9,128
|
|
|
6,660
|
|
|
8,862
|
|
|||
Borrowings
|
|
23,149
|
|
|
24,194
|
|
|
30,249
|
|
|||
Total interest expense
|
|
32,277
|
|
|
30,854
|
|
|
39,111
|
|
|||
Net interest income
|
|
697,344
|
|
|
617,864
|
|
|
526,277
|
|
|||
Provision for loan losses
|
|
63,693
|
|
|
44,330
|
|
|
6,101
|
|
|||
Net interest income after provision for loan losses
|
|
633,651
|
|
|
573,534
|
|
|
520,176
|
|
|||
Noninterest income:
|
|
|
|
|
|
|
||||||
Gains on investment securities, net
|
|
419,408
|
|
|
122,114
|
|
|
195,034
|
|
|||
Foreign exchange fees
|
|
57,411
|
|
|
52,433
|
|
|
45,774
|
|
|||
Gains on derivative instruments, net
|
|
42,184
|
|
|
18,679
|
|
|
36,798
|
|
|||
Deposit service charges
|
|
35,948
|
|
|
33,421
|
|
|
31,208
|
|
|||
Credit card fees
|
|
32,461
|
|
|
24,809
|
|
|
18,741
|
|
|||
Lending related fees
|
|
20,980
|
|
|
18,038
|
|
|
8,925
|
|
|||
Letters of credit and standby letters of credit fees
|
|
14,716
|
|
|
15,150
|
|
|
12,201
|
|
|||
Client investment fees
|
|
13,959
|
|
|
14,539
|
|
|
12,421
|
|
|||
Other
|
|
36,139
|
|
|
36,363
|
|
|
21,230
|
|
|||
Total noninterest income
|
|
673,206
|
|
|
335,546
|
|
|
382,332
|
|
|||
Noninterest expense:
|
|
|
|
|
|
|
||||||
Compensation and benefits
|
|
366,801
|
|
|
326,942
|
|
|
313,043
|
|
|||
Professional services
|
|
76,178
|
|
|
67,845
|
|
|
60,807
|
|
|||
Premises and equipment
|
|
45,935
|
|
|
40,689
|
|
|
28,335
|
|
|||
Business development and travel
|
|
33,334
|
|
|
29,409
|
|
|
24,250
|
|
|||
Net occupancy
|
|
24,937
|
|
|
22,536
|
|
|
19,624
|
|
|||
FDIC assessments
|
|
12,784
|
|
|
10,959
|
|
|
10,298
|
|
|||
Correspondent bank fees
|
|
12,142
|
|
|
11,168
|
|
|
9,052
|
|
|||
Provision for unfunded credit commitments
|
|
7,642
|
|
|
488
|
|
|
4,397
|
|
|||
Other
|
|
41,927
|
|
|
35,962
|
|
|
30,822
|
|
|||
Total noninterest expense
|
|
621,680
|
|
|
545,998
|
|
|
500,628
|
|
|||
Income before income tax expense
|
|
685,177
|
|
|
363,082
|
|
|
401,880
|
|
|||
Income tax expense
|
|
139,058
|
|
|
113,269
|
|
|
119,087
|
|
|||
Net income before noncontrolling interests
|
|
546,119
|
|
|
249,813
|
|
|
282,793
|
|
|||
Net income attributable to noncontrolling interests
|
|
(330,266
|
)
|
|
(74,710
|
)
|
|
(110,891
|
)
|
|||
Net income available to common stockholders
|
|
$
|
215,853
|
|
|
$
|
175,103
|
|
|
$
|
171,902
|
|
Earnings per common share—basic
|
|
$
|
4.76
|
|
|
$
|
3.96
|
|
|
$
|
4.00
|
|
Earnings per common share—diluted
|
|
4.70
|
|
|
3.91
|
|
|
3.94
|
|
|
|
Year ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net income before noncontrolling interests
|
|
$
|
546,119
|
|
|
$
|
249,813
|
|
|
$
|
282,793
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
||||||
Change in cumulative translation losses:
|
|
|
|
|
|
|
||||||
Foreign currency translation losses
|
|
(5,483
|
)
|
|
(766
|
)
|
|
(7,500
|
)
|
|||
Related tax benefit
|
|
2,179
|
|
|
308
|
|
|
3,067
|
|
|||
Change in unrealized (losses) gains on available-for-sale securities:
|
|
|
|
|
|
|
||||||
Unrealized holding (losses) gains
|
|
(259,193
|
)
|
|
44,113
|
|
|
148,257
|
|
|||
Related tax benefit (expense)
|
|
105,500
|
|
|
(17,921
|
)
|
|
(60,630
|
)
|
|||
Reclassification adjustment for gains included in net income
|
|
(538
|
)
|
|
(4,241
|
)
|
|
(37,127
|
)
|
|||
Related tax expense
|
|
218
|
|
|
1,661
|
|
|
15,189
|
|
|||
Other comprehensive (loss) income, net of tax
|
|
(157,317
|
)
|
|
23,154
|
|
|
61,256
|
|
|||
Comprehensive income
|
|
388,802
|
|
|
272,967
|
|
|
344,049
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
|
(330,266
|
)
|
|
(74,710
|
)
|
|
(110,891
|
)
|
|||
Comprehensive income attributable to SVBFG
|
|
$
|
58,536
|
|
|
$
|
198,257
|
|
|
$
|
233,158
|
|
|
|
Common Stock
|
|
Additional
Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated
Other
Comprehensive Income
|
|
Total SVBFG
Stockholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||||||
(Dollars in thousands)
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance at December 31, 2010
|
|
42,268,201
|
|
|
$
|
42
|
|
|
$
|
422,334
|
|
|
$
|
827,831
|
|
|
$
|
24,143
|
|
|
$
|
1,274,350
|
|
|
$
|
473,928
|
|
|
$
|
1,748,278
|
|
Common stock issued under employee benefit plans, net of restricted stock cancellations
|
|
1,238,707
|
|
|
2
|
|
|
36,871
|
|
|
—
|
|
|
—
|
|
|
36,873
|
|
|
—
|
|
|
36,873
|
|
|||||||
Common stock issued upon settlement of 3.875% Convertible Notes, net of shares received from associated convertible note hedge
|
|
1,024
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Income tax benefit from stock options exercised, vesting of restricted stock and other
|
|
—
|
|
|
—
|
|
|
7,140
|
|
|
—
|
|
|
—
|
|
|
7,140
|
|
|
—
|
|
|
7,140
|
|
|||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
171,902
|
|
|
—
|
|
|
171,902
|
|
|
110,891
|
|
|
282,793
|
|
|||||||
Capital calls and distributions, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96,178
|
|
|
96,178
|
|
|||||||
Net change in unrealized gains on available-for-sale securities, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,689
|
|
|
65,689
|
|
|
—
|
|
|
65,689
|
|
|||||||
Foreign currency translation adjustments, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,433
|
)
|
|
(4,433
|
)
|
|
—
|
|
|
(4,433
|
)
|
|||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
17,871
|
|
|
—
|
|
|
—
|
|
|
17,871
|
|
|
—
|
|
|
17,871
|
|
|||||||
Balance at December 31, 2011
|
|
43,507,932
|
|
|
$
|
44
|
|
|
$
|
484,216
|
|
|
$
|
999,733
|
|
|
$
|
85,399
|
|
|
$
|
1,569,392
|
|
|
$
|
680,997
|
|
|
$
|
2,250,389
|
|
Common stock issued under employee benefit plans, net of restricted stock cancellations
|
|
1,045,690
|
|
|
$
|
1
|
|
|
$
|
29,281
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,282
|
|
|
$
|
—
|
|
|
$
|
29,282
|
|
Common stock issued upon settlement of 3.875% Convertible Notes, net of shares received from associated convertible note hedge
|
|
73,560
|
|
|
—
|
|
|
4,344
|
|
|
—
|
|
|
—
|
|
|
4,344
|
|
|
—
|
|
|
4,344
|
|
|||||||
Income tax benefit from stock options exercised, vesting of restricted stock and other
|
|
—
|
|
|
—
|
|
|
7,770
|
|
|
—
|
|
|
—
|
|
|
7,770
|
|
|
—
|
|
|
7,770
|
|
|||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175,103
|
|
|
—
|
|
|
175,103
|
|
|
74,710
|
|
|
249,813
|
|
|||||||
Capital calls and distributions, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59,057
|
|
|
59,057
|
|
|||||||
Net change in unrealized gains on available-for-sale securities, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,612
|
|
|
23,612
|
|
|
—
|
|
|
23,612
|
|
|||||||
Foreign currency translation adjustments, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(458
|
)
|
|
(458
|
)
|
|
—
|
|
|
(458
|
)
|
|||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
21,468
|
|
|
—
|
|
|
—
|
|
|
21,468
|
|
|
—
|
|
|
21,468
|
|
|||||||
Deconsolidation of noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,086
|
)
|
|
(40,086
|
)
|
|||||||
Other, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
42
|
|
|||||||
Balance at December 31, 2012
|
|
44,627,182
|
|
|
$
|
45
|
|
|
$
|
547,079
|
|
|
$
|
1,174,878
|
|
|
$
|
108,553
|
|
|
$
|
1,830,555
|
|
|
$
|
774,678
|
|
|
$
|
2,605,233
|
|
Common stock issued under employee benefit plans, net of restricted stock cancellations
|
|
1,098,290
|
|
|
$
|
1
|
|
|
$
|
41,403
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
41,404
|
|
|
$
|
—
|
|
|
$
|
41,404
|
|
Common stock issued under ESOP
|
|
74,946
|
|
|
—
|
|
|
5,166
|
|
|
—
|
|
|
—
|
|
|
5,166
|
|
|
—
|
|
|
5,166
|
|
|||||||
Income tax benefit from stock options exercised, vesting of restricted stock and other
|
|
—
|
|
|
—
|
|
|
5,658
|
|
|
—
|
|
|
—
|
|
|
5,658
|
|
|
—
|
|
|
5,658
|
|
|||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
215,853
|
|
|
—
|
|
|
215,853
|
|
|
330,266
|
|
|
546,119
|
|
|||||||
Capital calls and distributions, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,114
|
|
|
8,114
|
|
|||||||
Net change in unrealized gains on available-for-sale securities, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(154,013
|
)
|
|
(154,013
|
)
|
|
—
|
|
|
(154,013
|
)
|
|||||||
Foreign currency translation adjustments, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,304
|
)
|
|
(3,304
|
)
|
|
—
|
|
|
(3,304
|
)
|
|||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
24,947
|
|
|
—
|
|
|
—
|
|
|
24,947
|
|
|
—
|
|
|
24,947
|
|
|||||||
Other, net
|
|
—
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||||
Balance at December 31, 2013
|
|
45,800,418
|
|
|
$
|
46
|
|
|
$
|
624,256
|
|
|
$
|
1,390,732
|
|
|
$
|
(48,764
|
)
|
|
$
|
1,966,270
|
|
|
$
|
1,113,058
|
|
|
$
|
3,079,328
|
|
|
|
Year ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income before noncontrolling interests
|
|
$
|
546,119
|
|
|
$
|
249,813
|
|
|
$
|
282,793
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Provision for loan losses
|
|
63,693
|
|
|
44,330
|
|
|
6,101
|
|
|||
Provision for unfunded credit commitments
|
|
7,642
|
|
|
488
|
|
|
4,397
|
|
|||
Changes in fair values of derivatives, net
|
|
(31,508
|
)
|
|
(10,123
|
)
|
|
(26,202
|
)
|
|||
Gains on investment securities, net
|
|
(419,408
|
)
|
|
(122,114
|
)
|
|
(195,034
|
)
|
|||
Depreciation and amortization
|
|
35,894
|
|
|
28,122
|
|
|
27,490
|
|
|||
Amortization of premiums and discounts on available-for-sale securities, net
|
|
29,774
|
|
|
55,580
|
|
|
27,849
|
|
|||
Tax (expense) benefit from stock exercises
|
|
(1,167
|
)
|
|
2,189
|
|
|
798
|
|
|||
Amortization of share-based compensation
|
|
25,413
|
|
|
21,861
|
|
|
18,221
|
|
|||
Amortization of deferred loan fees
|
|
(73,008
|
)
|
|
(58,517
|
)
|
|
(61,158
|
)
|
|||
Deferred income tax expense
|
|
14,080
|
|
|
1,800
|
|
|
7,362
|
|
|||
Gain on the sale of certain assets related to our equity services management business
|
|
—
|
|
|
(4,243
|
)
|
|
—
|
|
|||
Net gain from note repurchases and termination of corresponding interest rate swaps
|
|
—
|
|
|
—
|
|
|
(3,123
|
)
|
|||
Losses from the write-off of premises and equipment
|
|
1,308
|
|
|
5,972
|
|
|
105
|
|
|||
Changes in other assets and liabilities:
|
|
|
|
|
|
|
||||||
Accrued interest receivable and payable, net
|
|
(3,241
|
)
|
|
(6,254
|
)
|
|
(12,370
|
)
|
|||
Accounts receivable and payable, net
|
|
(21
|
)
|
|
35,221
|
|
|
(39,401
|
)
|
|||
Income tax payable and receivable, net
|
|
(24,811
|
)
|
|
9,631
|
|
|
(809
|
)
|
|||
Accrued compensation
|
|
22,925
|
|
|
(15,918
|
)
|
|
35,403
|
|
|||
Foreign exchange spot contracts, net
|
|
2,086
|
|
|
(50,901
|
)
|
|
62,747
|
|
|||
Other, net
|
|
(22,684
|
)
|
|
15,143
|
|
|
31,223
|
|
|||
Net cash provided by operating activities
|
|
173,086
|
|
|
202,080
|
|
|
166,392
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchases of available-for-sale securities
|
|
(3,336,476
|
)
|
|
(3,877,852
|
)
|
|
(7,127,525
|
)
|
|||
Proceeds from sales of available-for-sale securities
|
|
14,753
|
|
|
329,161
|
|
|
1,415,463
|
|
|||
Proceeds from maturities and pay downs of available-for-sale securities
|
|
2,428,023
|
|
|
2,734,166
|
|
|
3,215,186
|
|
|||
Purchases of non-marketable and other securities (cost and equity method accounting)
|
|
(24,847
|
)
|
|
(126,318
|
)
|
|
(59,081
|
)
|
|||
Proceeds from sales of non-marketable and other securities (cost and equity method accounting)
|
|
58,828
|
|
|
51,246
|
|
|
36,589
|
|
|||
Purchases of non-marketable and other securities (fair value accounting)
|
|
(149,707
|
)
|
|
(135,362
|
)
|
|
(164,910
|
)
|
|||
Proceeds from sales and distributions of non-marketable and other securities (fair value accounting)
|
|
132,931
|
|
|
124,538
|
|
|
80,757
|
|
|||
Net increase in loans
|
|
(1,943,650
|
)
|
|
(1,964,250
|
)
|
|
(1,429,702
|
)
|
|||
Proceeds from recoveries of charged-off loans
|
|
11,161
|
|
|
9,693
|
|
|
25,123
|
|
|||
Purchases of premises and equipment
|
|
(31,312
|
)
|
|
(40,232
|
)
|
|
(30,856
|
)
|
|||
Proceeds from the sale of certain assets related to our equity services management business
|
|
—
|
|
|
2,870
|
|
|
—
|
|
|||
Net cash used for investing activities
|
|
(2,840,296
|
)
|
|
(2,892,340
|
)
|
|
(4,038,956
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Net increase in deposits
|
|
3,296,527
|
|
|
2,466,916
|
|
|
2,372,595
|
|
|||
(Decrease) increase in short-term borrowings
|
|
(161,030
|
)
|
|
166,110
|
|
|
(37,245
|
)
|
|||
Principal payments of other long term debt
|
|
—
|
|
|
(1,222
|
)
|
|
(4,179
|
)
|
|||
Capital contributions from noncontrolling interests, net of distributions
|
|
8,114
|
|
|
59,057
|
|
|
96,178
|
|
|||
Tax benefit from stock exercises
|
|
6,826
|
|
|
5,581
|
|
|
6,342
|
|
|||
Proceeds from issuance of common stock and ESPP
|
|
46,569
|
|
|
29,282
|
|
|
36,873
|
|
|||
Principal payments of 5.70% Senior Notes
|
|
—
|
|
|
(141,429
|
)
|
|
—
|
|
|||
Payments for repurchases of portions of 5.70% Senior Notes and 6.05% Subordinated Notes, including repurchase premiums and associated fees
|
|
—
|
|
|
—
|
|
|
(346,443
|
)
|
|||
Proceeds from termination of portions of interest rate swaps associated with 5.70% Senior Notes and 6.05% Subordinated Notes
|
|
—
|
|
|
—
|
|
|
36,959
|
|
|||
Payments for settlement of 3.875% Convertible Notes
|
|
—
|
|
|
—
|
|
|
(250,000
|
)
|
|||
Net cash provided by financing activities
|
|
3,197,006
|
|
|
2,584,295
|
|
|
1,911,080
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
529,796
|
|
|
(105,965
|
)
|
|
(1,961,484
|
)
|
|||
Cash and cash equivalents at beginning of period
|
|
1,008,983
|
|
|
1,114,948
|
|
|
3,076,432
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
1,538,779
|
|
|
$
|
1,008,983
|
|
|
$
|
1,114,948
|
|
Supplemental disclosures:
|
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
|
||||||
Interest
|
|
$
|
31,913
|
|
|
$
|
31,048
|
|
|
$
|
41,203
|
|
Income taxes
|
|
142,231
|
|
|
95,678
|
|
|
103,848
|
|
|||
Noncash items during the period:
|
|
|
|
|
|
|
||||||
Changes in unrealized gains and losses on available-for-sale securities, net of tax
|
|
$
|
(154,013
|
)
|
|
$
|
23,612
|
|
|
$
|
65,689
|
|
1.
|
Nature of Business
|
2.
|
Summary of Significant Accounting Policies
|
1.
|
We have the power to direct the activities of the VIE that most significantly impact the entity’s economic performance;
|
2.
|
The aggregate indirect and direct variable interests held by the Company have the obligation to absorb losses or the right to receive benefits from the entity that could be significant to the VIE; and,
|
3.
|
Qualitative and quantitative factors regarding the nature, size, and form of our involvement with the VIE.
|
•
|
The length of time and the extent to which the fair value has been less than the amortized cost basis (severity and duration);
|
•
|
Adverse conditions specifically related to the security, an industry, or geographic area; for example, changes in the financial condition of the issuer of the security, or in the case of an asset-backed debt security, changes in the financial condition of the underlying loan obligors. Examples of those changes include any of the following:
|
◦
|
Changes in technology;
|
◦
|
The discontinuance of a segment of the business that may affect the future earnings potential of the issuer or underlying loan obligors of the security; and
|
◦
|
Changes in the quality of the credit enhancement.
|
•
|
The historical and implied volatility of the fair value of the security;
|
•
|
The payment structure of the debt security and the likelihood of the issuer being able to make payments that increase in the future;
|
•
|
Failure of the issuer of the security to make scheduled interest or principal payments;
|
•
|
Any changes to the rating of the security by a rating agency; and
|
•
|
Recoveries or additional declines in fair value after the balance sheet date.
|
•
|
Funds of funds; which make investments in venture capital and private equity funds;
|
•
|
Direct venture funds; which make equity investments in privately held companies.
|
Limited partnership
|
|
Company Direct and Indirect Ownership in Limited Partnership
|
|
Managed funds of funds
|
|
|
|
SVB Strategic Investors Fund, LP
|
|
12.6
|
%
|
SVB Strategic Investors Fund II, LP
|
|
8.6
|
|
SVB Strategic Investors Fund III, LP
|
|
5.9
|
|
SVB Strategic Investors Fund IV, LP
|
|
5.0
|
|
Strategic Investors Fund V Funds
|
|
Various
|
|
Strategic Investors Fund VI Funds
|
|
0.2
|
|
SVB Capital Preferred Return Fund, LP
|
|
20.0
|
|
SVB Capital—NT Growth Partners, LP
|
|
33.0
|
|
Other private equity fund
|
|
58.2
|
|
Managed direct venture funds
|
|
|
|
Silicon Valley BancVentures, LP
|
|
10.7
|
|
SVB Capital Partners II, LP
|
|
5.1
|
|
SVB Capital Shanghai Yangpu Venture Capital Fund
|
|
6.8
|
|
•
|
Equity securities, such as preferred or common stock in privately-held companies in which we hold a voting interest of at least
20 percent
but less than
50 percent
or in which we have the ability to exercise significant influence over the investees' operating and financial policies, are accounted for under the equity method.
|
•
|
Investments in limited partnerships in which we hold voting interests of more than
5 percent
, but less than
50 percent
or in which we have the ability to exercise significant influence over the partnerships' operating and financial policies are accounted for using the equity method.
|
•
|
Our China joint venture partnership, for which we have 50 percent ownership, is accounted for under the equity method.
|
•
|
Equity securities, such as preferred or common stock in privately-held companies in which we hold an ownership interest of less than
20 percent
and in which we do not have the ability to exercise significant influence over the investees' operating and financial policies, are accounted for under the cost method.
|
•
|
Investments in limited partnerships in which we hold voting interests of less than
5 percent
and in which we do not have the ability to exercise significant influence over the partnerships' operating and financial policies, are accounted for under the cost method. These non-marketable securities include investments in venture capital and private equity funds.
|
•
|
Changes in lending policies and procedures, including underwriting standards and collections, and charge-off and recovery practices;
|
•
|
Changes in national and local economic business conditions, including the market and economic condition of our clients' industry sectors;
|
•
|
Changes in the nature of our loan portfolio;
|
•
|
Changes in experience, ability, and depth of lending management and staff;
|
•
|
Changes in the trend of the volume and severity of past due and classified loans;
|
•
|
Changes in the trend of the volume of nonaccrual loans, troubled debt restructurings, and other loan modifications;
|
•
|
Reserve floor for portfolio segments that would not draw a minimum reserve based on the lack of historical loan loss experience;
|
•
|
Reserve for large funded loan exposure; and
|
•
|
Other factors as determined by management from time to time.
|
Leasehold improvements
|
|
Lesser of lease term or asset life
|
Furniture and equipment
|
|
3 years
|
Computer software
|
|
3-7 years
|
Computer hardware
|
|
3-5 years
|
•
|
An underlying asset value, which is estimated based on current information available, including any information regarding subsequent rounds of funding.
|
•
|
Stated strike price, which can be adjusted for certain warrants upon the occurrence of subsequent funding rounds or other future events.
|
•
|
Price volatility or the amount of uncertainty or risk about the magnitude of the changes in the warrant price. The volatility assumption is based on historical price volatility of publicly traded companies within indices similar in nature to the underlying client companies issuing the warrant. The actual volatility input is based on the median volatility for an individual public company within an index for the past 16 quarters, from which an average volatility was derived.
|
•
|
Actual data on cancellations and exercises of our warrants are utilized as the basis for determining the expected remaining life of the warrants in each financial reporting period. Warrants may be exercised in the event of acquisitions, mergers or IPOs, and cancelled due to events such as bankruptcies, restructuring activities or additional financings. These events cause the expected remaining life assumption to be shorter than the contractual term of the warrants.
|
•
|
The risk-free interest rate is derived from the Treasury yield curve and is calculated based on a weighted average of the risk-free interest rates that correspond closest to the expected remaining life of the warrant.
|
•
|
Other adjustments, including a marketability discount, are estimated based on management's judgment about the general industry environment.
|
3.
|
Stockholders’ Equity and EPS
|
|
|
Year ended December 31,
|
||||||||||
(Dollars and shares in thousands, except per share amounts)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income available to common stockholders
|
|
$
|
215,853
|
|
|
$
|
175,103
|
|
|
$
|
171,902
|
|
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding-basic
|
|
45,309
|
|
|
44,242
|
|
|
43,004
|
|
|||
Weighted average effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Stock options and ESPP
|
|
431
|
|
|
370
|
|
|
517
|
|
|||
Restricted stock units
|
|
204
|
|
|
152
|
|
|
116
|
|
|||
Denominator for diluted calculation
|
|
45,944
|
|
|
44,764
|
|
|
43,637
|
|
|||
Earnings per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
4.76
|
|
|
$
|
3.96
|
|
|
$
|
4.00
|
|
Diluted
|
|
$
|
4.70
|
|
|
$
|
3.91
|
|
|
$
|
3.94
|
|
|
|
Year ended December 31,
|
|||||||
(Shares in thousands)
|
|
2013
|
|
2012
|
|
2011
|
|||
Stock options
|
|
261
|
|
|
695
|
|
|
944
|
|
Restricted stock units
|
|
105
|
|
|
—
|
|
|
149
|
|
Total
|
|
366
|
|
|
695
|
|
|
1,093
|
|
|
|
|
|
Year ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
Income Statement Location
|
|
2013
|
|
2012
|
|
2011
|
||||||
Reclassification adjustment for gains included in net income
|
|
Gains on investment securities, net
|
|
$
|
(538
|
)
|
|
$
|
(4,241
|
)
|
|
$
|
(37,127
|
)
|
Related tax expense
|
|
Income tax expense
|
|
218
|
|
|
1,661
|
|
|
15,189
|
|
|||
Total reclassification adjustment for gains included in net income, net of tax
|
|
|
|
(320
|
)
|
|
(2,580
|
)
|
|
(21,938
|
)
|
4.
|
Share-Based Compensation
|
|
|
Year ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Share-based compensation expense
|
|
$
|
25,413
|
|
|
$
|
21,861
|
|
|
$
|
18,221
|
|
Income tax benefit related to share-based compensation expense
|
|
(7,989
|
)
|
|
(6,011
|
)
|
|
(4,833
|
)
|
|||
Capitalized compensation costs
|
|
2,809
|
|
|
2,647
|
|
|
1,466
|
|
(Dollars in thousands)
|
|
Unrecognized
Expense
|
|
Average
Expected
Recognition
Period - in Years
|
||
Stock options
|
|
$
|
14,978
|
|
|
2.51
|
Restricted stock units
|
|
30,374
|
|
|
2.54
|
|
Total unrecognized share-based compensation expense
|
|
$
|
45,352
|
|
|
|
Equity incentive plan awards
|
|
2013
|
|
2012
|
|
2011
|
||||||
Weighted average expected term of options in years
|
|
4.7
|
|
|
4.6
|
|
|
4.6
|
|
|||
Weighted average expected volatility of the Company's underlying common stock
|
|
44.6
|
%
|
|
50.4
|
%
|
|
48.7
|
%
|
|||
Risk-free interest rate
|
|
0.70
|
|
|
0.83
|
|
|
2.00
|
|
|||
Expected dividend yield
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average grant date fair value-stock options
|
|
$
|
27.28
|
|
|
$
|
27.00
|
|
|
$
|
25.12
|
|
Weighted average grant date fair value-restricted stock units
|
|
71.57
|
|
|
63.07
|
|
|
59.69
|
|
ESPP
|
|
2013
|
|
2012
|
|
2011
|
||||||
Expected term in years
|
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|||
Weighted average expected volatility of the Company's underlying common stock
|
|
22.3
|
%
|
|
43.5
|
%
|
|
27.3
|
%
|
|||
Risk-free interest rate
|
|
0.11
|
|
|
0.11
|
|
|
0.15
|
|
|||
Expected dividend yield
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average fair value
|
|
$
|
15.35
|
|
|
$
|
14.43
|
|
|
$
|
13.02
|
|
|
|
Options
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Contractual
Life in Years
|
|
Aggregate
Intrinsic Value
of In-The-
Money
Options
|
|||||
Outstanding at December 31, 2012
|
|
2,060,413
|
|
|
$
|
49.15
|
|
|
|
|
|
||
Granted
|
|
313,472
|
|
|
71.68
|
|
|
|
|
|
|||
Exercised
|
|
(796,101
|
)
|
|
45.74
|
|
|
|
|
|
|||
Forfeited
|
|
(62,672
|
)
|
|
57.18
|
|
|
|
|
|
|||
Expired
|
|
(953
|
)
|
|
51.86
|
|
|
|
|
|
|||
Outstanding at December 31, 2013
|
|
1,514,159
|
|
|
55.27
|
|
|
4.27
|
|
$
|
75,092,637
|
|
|
Vested and expected to vest at December 31, 2013
|
|
1,468,430
|
|
|
54.91
|
|
|
4.23
|
|
73,347,808
|
|
||
Exercisable at December 31, 2013
|
|
680,684
|
|
|
44.50
|
|
|
3.01
|
|
41,087,846
|
|
|
|
Outstanding Options
|
|
Exercisable Options
|
||||||||||||
Range of Exercise Prices
|
|
Shares
|
|
Weighted
Average
Remaining
Contractual
Life in Years
|
|
Weighted
Average
Exercise
Price
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
||||||
$19.48-31.13
|
|
172,546
|
|
|
2.33
|
|
$
|
21.14
|
|
|
172,546
|
|
|
$
|
21.14
|
|
31.14-48.46
|
|
155,853
|
|
|
2.98
|
|
44.87
|
|
|
116,455
|
|
|
45.08
|
|
||
48.47-49.01
|
|
106,426
|
|
|
1.36
|
|
48.76
|
|
|
105,713
|
|
|
48.76
|
|
||
49.02-54.19
|
|
179,865
|
|
|
3.34
|
|
49.47
|
|
|
113,889
|
|
|
49.44
|
|
||
54.20-60.51
|
|
274,356
|
|
|
4.40
|
|
59.94
|
|
|
108,683
|
|
|
60.08
|
|
||
60.52-63.62
|
|
10,044
|
|
|
5.26
|
|
62.63
|
|
|
2,484
|
|
|
62.66
|
|
||
63.63-64.40
|
|
298,493
|
|
|
5.33
|
|
64.37
|
|
|
60,120
|
|
|
64.37
|
|
||
64.41-73.76
|
|
305,279
|
|
|
6.32
|
|
71.03
|
|
|
794
|
|
|
64.43
|
|
||
$73.77-95.64
|
|
11,297
|
|
|
6.60
|
|
86.90
|
|
|
—
|
|
|
—
|
|
||
|
|
1,514,159
|
|
|
4.27
|
|
55.27
|
|
|
680,684
|
|
|
44.50
|
|
|
|
Shares
|
|
Weighted
Average
Grant Date Fair
Value
|
|||
Nonvested at December 31, 2012
|
|
585,543
|
|
|
$
|
59.42
|
|
Granted
|
|
328,905
|
|
|
71.57
|
|
|
Vested
|
|
(190,438
|
)
|
|
57.44
|
|
|
Forfeited
|
|
(41,663
|
)
|
|
62.34
|
|
|
Nonvested at December 31, 2013
|
|
682,347
|
|
|
65.93
|
|
|
|
Year ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Total intrinsic value of stock options exercised
|
|
$
|
25,520
|
|
|
$
|
17,419
|
|
|
$
|
20,772
|
|
Total grant date fair value of stock options vested
|
|
18,168
|
|
|
17,169
|
|
|
14,771
|
|
|||
Total intrinsic value of restricted stock vested
|
|
14,176
|
|
|
12,747
|
|
|
9,142
|
|
|||
Total grant date fair value of restricted stock vested
|
|
10,940
|
|
|
10,176
|
|
|
7,240
|
|
5.
|
Reserves on Deposit with the Federal Reserve Bank and Federal Bank Stock
|
|
|
Year ended December 31,
|
||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
||||
Average required reserve balances at FRB San Francisco
|
|
$
|
131,374
|
|
|
$
|
112,173
|
|
|
|
December 31,
|
||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
||||
FHLB stock holdings
|
|
$
|
25,000
|
|
|
$
|
25,000
|
|
FRB stock holdings
|
|
15,632
|
|
|
14,806
|
|
6.
|
Cash and Cash Equivalents
|
(Dollars in thousands)
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Cash and due from banks (1)
|
|
$
|
1,349,688
|
|
|
$
|
752,056
|
|
Securities purchased under agreements to resell (2)
|
|
172,989
|
|
|
133,357
|
|
||
Other short-term investment securities
|
|
16,102
|
|
|
123,570
|
|
||
Total cash and cash equivalents
|
|
$
|
1,538,779
|
|
|
$
|
1,008,983
|
|
|
(1)
|
At
December 31, 2013
and
2012
,
$715 million
and
$72 million
, respectively, of our cash and due from banks was deposited at the FRB and was earning interest at the Federal Funds target rate, and interest-earning deposits in other financial institutions were
$300 million
and
$283 million
, respectively.
|
(2)
|
At
December 31, 2013
and
2012
, securities purchased under agreements to resell were collateralized by U.S. Treasury securities and U.S. agency securities with aggregate fair values of
$176 million
and
$136 million
, respectively. None of these securities received as collateral were sold or repledged as of
December 31, 2013
and
2012
.
|
|
|
Year Ended December 31,
|
||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
||||
Average securities purchased under agreements to resell
|
|
$
|
96,309
|
|
|
$
|
131,287
|
|
Maximum amount outstanding at any month-end during the year
|
|
338,687
|
|
|
266,534
|
|
7.
|
Investment Securities
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||||||||||
(Dollars in thousands)
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Carrying
Value
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Carrying
Value
|
||||||||||||||||
Available-for-sale securities, at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. treasury securities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,057
|
|
|
$
|
190
|
|
|
$
|
—
|
|
|
$
|
25,247
|
|
U.S. agency debentures
|
|
4,344,652
|
|
|
41,365
|
|
|
(40,785
|
)
|
|
4,345,232
|
|
|
3,370,455
|
|
|
77,173
|
|
|
—
|
|
|
3,447,628
|
|
||||||||
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Agency-issued mortgage-backed securities
|
|
2,472,528
|
|
|
17,189
|
|
|
(16,141
|
)
|
|
2,473,576
|
|
|
1,428,682
|
|
|
44,858
|
|
|
(107
|
)
|
|
1,473,433
|
|
||||||||
Agency-issued collateralized mortgage obligations—fixed rate
|
|
3,386,670
|
|
|
24,510
|
|
|
(85,422
|
)
|
|
3,325,758
|
|
|
4,063,020
|
|
|
41,949
|
|
|
(995
|
)
|
|
4,103,974
|
|
||||||||
Agency-issued collateralized mortgage obligations—variable rate
|
|
1,183,333
|
|
|
3,363
|
|
|
(123
|
)
|
|
1,186,573
|
|
|
1,760,551
|
|
|
12,201
|
|
|
(4
|
)
|
|
1,772,748
|
|
||||||||
Agency-issued commercial mortgage-backed securities
|
|
581,475
|
|
|
552
|
|
|
(17,423
|
)
|
|
564,604
|
|
|
416,487
|
|
|
6,100
|
|
|
(489
|
)
|
|
422,098
|
|
||||||||
Municipal bonds and notes
|
|
82,024
|
|
|
4,024
|
|
|
(21
|
)
|
|
86,027
|
|
|
85,790
|
|
|
7,750
|
|
|
(11
|
)
|
|
93,529
|
|
||||||||
Equity securities
|
|
4,842
|
|
|
692
|
|
|
(483
|
)
|
|
5,051
|
|
|
2,108
|
|
|
2,739
|
|
|
(327
|
)
|
|
4,520
|
|
||||||||
Total available-for-sale securities
|
|
$
|
12,055,524
|
|
|
$
|
91,695
|
|
|
$
|
(160,398
|
)
|
|
$
|
11,986,821
|
|
|
$
|
11,152,150
|
|
|
$
|
192,960
|
|
|
$
|
(1,933
|
)
|
|
$
|
11,343,177
|
|
Non-marketable and other securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Non-marketable securities (fair value accounting):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Venture capital and private equity fund investments (1)
|
|
|
|
|
|
|
|
862,972
|
|
|
|
|
|
|
|
|
665,921
|
|
||||||||||||||
Other venture capital investments (2)
|
|
|
|
|
|
|
|
32,839
|
|
|
|
|
|
|
|
|
127,091
|
|
||||||||||||||
Other Securities (fair value accounting) (3)
|
|
|
|
|
|
|
|
321,374
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||||||
Non-marketable securities (equity method accounting):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other investments (4)
|
|
|
|
|
|
|
|
142,883
|
|
|
|
|
|
|
|
|
139,330
|
|
||||||||||||||
Low income housing tax credit funds
|
|
|
|
|
|
|
|
72,241
|
|
|
|
|
|
|
|
|
70,318
|
|
||||||||||||||
Non-marketable securities (cost method accounting):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Venture capital and private equity fund investments (5)
|
|
|
|
|
|
|
|
148,994
|
|
|
|
|
|
|
|
|
161,884
|
|
||||||||||||||
Other investments
|
|
|
|
|
|
|
|
14,191
|
|
|
|
|
|
|
|
|
19,721
|
|
||||||||||||||
Total non-marketable and other securities
|
|
|
|
|
|
|
|
1,595,494
|
|
|
|
|
|
|
|
|
1,184,265
|
|
||||||||||||||
Total investment securities
|
|
|
|
|
|
|
|
$
|
13,582,315
|
|
|
|
|
|
|
|
|
$
|
12,527,442
|
|
|
(1)
|
The following table shows the amounts of venture capital and private equity fund investments held by the following consolidated funds and our ownership percentage of each fund at
December 31, 2013
and
December 31, 2012
(fair value accounting):
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||
(Dollars in thousands)
|
|
Amount
|
|
Ownership %
|
|
Amount
|
|
Ownership %
|
||||||
SVB Strategic Investors Fund, LP
|
|
$
|
29,104
|
|
|
12.6
|
%
|
|
$
|
32,850
|
|
|
12.6
|
%
|
SVB Strategic Investors Fund II, LP
|
|
96,185
|
|
|
8.6
|
|
|
91,294
|
|
|
8.6
|
|
||
SVB Strategic Investors Fund III, LP
|
|
260,272
|
|
|
5.9
|
|
|
209,696
|
|
|
5.9
|
|
||
SVB Strategic Investors Fund IV, LP
|
|
226,729
|
|
|
5.0
|
|
|
169,931
|
|
|
5.0
|
|
||
Strategic Investors Fund V Funds
|
|
118,181
|
|
|
Various
|
|
|
40,622
|
|
|
Various
|
|
||
Strategic Investors Fund VI Funds
|
|
7,944
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||
SVB Capital Preferred Return Fund, LP
|
|
59,028
|
|
|
20.0
|
|
|
53,643
|
|
|
20.0
|
|
||
SVB Capital—NT Growth Partners, LP
|
|
61,126
|
|
|
33.0
|
|
|
60,120
|
|
|
33.0
|
|
||
SVB Capital Partners II, LP (i)
|
|
708
|
|
|
5.1
|
|
|
1,303
|
|
|
5.1
|
|
||
Other private equity fund (ii)
|
|
3,695
|
|
|
58.2
|
|
|
6,462
|
|
|
58.2
|
|
||
Total venture capital and private equity fund investments
|
|
$
|
862,972
|
|
|
|
|
$
|
665,921
|
|
|
|
|
(i)
|
At
December 31, 2013
, we had a direct ownership interest of
1.3 percent
and an indirect ownership interest of
3.8 percent
in the fund through our ownership interest of SVB Strategic Investors Fund II, LP.
|
(ii)
|
At
December 31, 2013
, we had a direct ownership interest of
41.5 percent
and indirect ownership interests of
12.6 percent
and
4.1 percent
in the fund through our ownership interest of SVB Capital—NT Growth Partners, LP and SVB Capital Preferred Return Fund, LP, respectively.
|
(2)
|
The following table shows the amounts of other venture capital investments held by the following consolidated funds and our ownership percentage of each fund at
December 31, 2013
and
December 31, 2012
(fair value accounting):
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||
(Dollars in thousands)
|
|
Amount
|
|
Ownership %
|
|
Amount
|
|
Ownership %
|
||||||
Silicon Valley BancVentures, LP
|
|
$
|
6,564
|
|
|
10.7
|
%
|
|
$
|
43,493
|
|
|
10.7
|
%
|
SVB Capital Partners II, LP (i)
|
|
22,684
|
|
|
5.1
|
|
|
79,761
|
|
|
5.1
|
|
||
SVB Capital Shanghai Yangpu Venture Capital Fund
|
|
3,591
|
|
|
6.8
|
|
|
3,837
|
|
|
6.8
|
|
||
Total other venture capital investments
|
|
$
|
32,839
|
|
|
|
|
$
|
127,091
|
|
|
|
|
(i)
|
At
December 31, 2013
, we had a direct ownership interest of
1.3 percent
and an indirect ownership interest of
3.8 percent
in the fund through our ownership of SVB Strategic Investors Fund II, LP.
|
(3)
|
Investments classified as other securities (fair value accounting) represent direct equity investments in public companies held by our consolidated funds. This amount primarily includes total unrealized gains of
$294 million
in two of our public portfolio companies, FireEye and Twitter, both of which are currently subject to lock-up agreements. The extent to which any unrealized gains will become realized is subject to a variety of factors, including, among other things, the expiration of certain sales restrictions to which these securities are subject, the actual sales of securities and the timing of such actual sales.
|
(4)
|
The following table shows the carrying value and our ownership percentage of each investment at
December 31, 2013
and
December 31, 2012
(equity method accounting):
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||
(Dollars in thousands)
|
|
Amount
|
|
Ownership %
|
|
Amount
|
|
Ownership %
|
||||||
Gold Hill Venture Lending 03, LP (i)
|
|
$
|
7,900
|
|
|
9.3
|
%
|
|
$
|
9,413
|
|
|
9.3
|
%
|
Gold Hill Capital 2008, LP (ii)
|
|
21,867
|
|
|
15.5
|
|
|
20,893
|
|
|
15.5
|
|
||
China Joint Venture investment
|
|
79,940
|
|
|
50.0
|
|
|
78,545
|
|
|
50.0
|
|
||
Other investments
|
|
33,176
|
|
|
Various
|
|
|
30,479
|
|
|
Various
|
|
||
Total other investments (equity method accounting)
|
|
$
|
142,883
|
|
|
|
|
$
|
139,330
|
|
|
|
|
(i)
|
At
December 31, 2013
, we had a direct ownership interest of
4.8 percent
in the fund and an indirect interest in the fund through our investment in Gold Hill Venture Lending Partners 03, LLC (“GHLLC”) of
4.5 percent
.
|
(ii)
|
At
December 31, 2013
, we had a direct ownership interest of
11.5 percent
in the fund and an indirect interest in the fund through our investment in Gold Hill Capital 2008, LLC of
4.0 percent
.
|
(5)
|
Represents investments in
288
and
324
funds (primarily venture capital funds) at
December 31, 2013
and
December 31, 2012
, respectively, where our ownership interest is less than
5%
of the voting interests of each such fund and in which we do not have the ability to exercise significant influence over the partnerships operating activities and financial policies. The carrying value, and estimated fair value, of these venture capital and private equity fund investments (cost method accounting) was
$149 million
, and
$215 million
, respectively, as of December 31, 2013. The carrying value, and estimated fair value, of the venture capital and private equity fund investments (cost method accounting) was
162 million
, and
$193 million
, respectively, as of December 31, 2012.
|
|
|
December 31, 2013
|
||||||||||||||||||||||
|
|
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. agency debentures
|
|
$
|
1,821,045
|
|
|
$
|
(40,785
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,821,045
|
|
|
$
|
(40,785
|
)
|
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Agency-issued mortgage-backed securities
|
|
1,480,870
|
|
|
(14,029
|
)
|
|
19,830
|
|
|
(2,112
|
)
|
|
1,500,700
|
|
|
(16,141
|
)
|
||||||
Agency-issued collateralized mortgage obligations—fixed rate
|
|
2,098,137
|
|
|
(79,519
|
)
|
|
134,420
|
|
|
(5,903
|
)
|
|
2,232,557
|
|
|
(85,422
|
)
|
||||||
Agency-issued collateralized mortgage obligations—variable rate
|
|
109,699
|
|
|
(123
|
)
|
|
—
|
|
|
—
|
|
|
109,699
|
|
|
(123
|
)
|
||||||
Agency-issued commercial mortgage-backed securities
|
|
464,171
|
|
|
(17,423
|
)
|
|
—
|
|
|
—
|
|
|
464,171
|
|
|
(17,423
|
)
|
||||||
Municipal bonds and notes
|
|
3,404
|
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
3,404
|
|
|
(21
|
)
|
||||||
Equity securities
|
|
909,510
|
|
|
(483
|
)
|
|
—
|
|
|
—
|
|
|
909,510
|
|
|
(483
|
)
|
||||||
Total temporarily impaired securities (1)
|
|
$
|
6,886,836
|
|
|
$
|
(152,383
|
)
|
|
$
|
154,250
|
|
|
$
|
(8,015
|
)
|
|
$
|
7,041,086
|
|
|
$
|
(160,398
|
)
|
|
(1)
|
As of
December 31, 2013
, we identified a total of
220
investments that were in unrealized loss positions, of which
eight
investments totaling
$154 million
with unrealized losses of
$8 million
have been in an impaired position for a period of time greater than 12 months. As of
December 31, 2013
, we do not intend to sell any impaired debt or equity securities prior to
|
|
|
December 31, 2012
|
||||||||||||||||||||||
|
|
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
|
||||||||||||
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Agency-issued mortgage-backed securities
|
|
$
|
22,831
|
|
|
$
|
(107
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,831
|
|
|
$
|
(107
|
)
|
Agency-issued collateralized mortgage obligations—fixed rate
|
|
461,397
|
|
|
(995
|
)
|
|
—
|
|
|
—
|
|
|
461,397
|
|
|
(995
|
)
|
||||||
Agency-issued collateralized mortgage obligations—variable rate
|
|
—
|
|
|
—
|
|
|
7,908
|
|
|
(4
|
)
|
|
7,908
|
|
|
(4
|
)
|
||||||
Agency-issued commercial mortgage-backed securities
|
|
150,581
|
|
|
(489
|
)
|
|
—
|
|
|
—
|
|
|
150,581
|
|
|
(489
|
)
|
||||||
Municipal bonds and notes
|
|
2,098
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
2,098
|
|
|
(11
|
)
|
||||||
Equity securities
|
|
97
|
|
|
(61
|
)
|
|
255
|
|
|
(266
|
)
|
|
352
|
|
|
(327
|
)
|
||||||
Total temporarily impaired securities
|
|
$
|
637,004
|
|
|
$
|
(1,663
|
)
|
|
$
|
8,163
|
|
|
$
|
(270
|
)
|
|
$
|
645,167
|
|
|
$
|
(1,933
|
)
|
|
|
December 31, 2013
|
|||||||||||||||||||||||||||||||||
|
|
Total
|
|
One Year
or Less
|
|
After One
Year to
Five Years
|
|
After Five
Years to
Ten Years
|
|
After
Ten Years
|
|||||||||||||||||||||||||
(Dollars in thousands)
|
|
Carrying
Value
|
|
Weighted-
Average
Yield
|
|
Carrying
Value
|
|
Weighted-
Average
Yield
|
|
Carrying
Value
|
|
Weighted-
Average
Yield
|
|
Carrying
Value
|
|
Weighted-
Average
Yield
|
|
Carrying
Value
|
|
Weighted-
Average
Yield
|
|||||||||||||||
U.S. agency debentures
|
|
$
|
4,345,232
|
|
|
2.03
|
%
|
|
$
|
197,305
|
|
|
1.26
|
%
|
|
$
|
2,926,457
|
|
|
1.50
|
%
|
|
$
|
1,221,470
|
|
|
2.00
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Agency-issued mortgage-backed securities
|
|
2,473,576
|
|
|
2.44
|
|
|
—
|
|
|
—
|
|
|
876
|
|
|
7.50
|
|
|
953,783
|
|
|
2.24
|
|
|
1,518,917
|
|
|
2.56
|
|
|||||
Agency-issued collateralized mortgage obligations - fixed rate
|
|
3,325,758
|
|
|
1.90
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,945
|
|
|
2.81
|
|
|
3,283,813
|
|
|
1.90
|
|
|||||
Agency-issued collateralized mortgage obligations - variable rate
|
|
1,186,573
|
|
|
0.70
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,186,573
|
|
|
0.70
|
|
|||||
Agency-issued commercial mortgage-backed securities
|
|
564,604
|
|
|
2.18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
564,604
|
|
|
2.18
|
|
|||||
Municipal bonds and notes
|
|
86,027
|
|
|
5.98
|
|
|
1,322
|
|
|
5.44
|
|
|
25,539
|
|
|
5.71
|
|
|
43,523
|
|
|
6.05
|
|
|
15,643
|
|
|
6.26
|
|
|||||
Total
|
|
$
|
11,981,770
|
|
|
1.98
|
|
|
$
|
198,627
|
|
|
1.29
|
|
|
$
|
2,952,872
|
|
|
1.54
|
|
|
$
|
2,260,721
|
|
|
2.20
|
|
|
$
|
6,569,550
|
|
|
1.87
|
|
|
|
Year ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Gross gains on investment securities:
|
|
|
|
|
|
|
||||||
Available-for-sale securities, at fair value (1)
|
|
$
|
3,887
|
|
|
$
|
6,380
|
|
|
$
|
37,387
|
|
Marketable securities (fair value accounting)
|
|
—
|
|
|
8,863
|
|
|
912
|
|
|||
Non-marketable securities (fair value accounting):
|
|
|
|
|
|
|
||||||
Venture capital and private equity fund investments
|
|
186,404
|
|
|
107,507
|
|
|
145,892
|
|
|||
Other venture capital investments (2)
|
|
9,241
|
|
|
58,409
|
|
|
36,506
|
|
|||
Other investments
|
|
—
|
|
|
21
|
|
|
40
|
|
|||
Other securities (fair value accounting) (2)
|
|
227,252
|
|
|
—
|
|
|
—
|
|
|||
Non-marketable securities (equity method accounting):
|
|
|
|
|
|
|
||||||
Other investments
|
|
18,235
|
|
|
16,923
|
|
|
12,445
|
|
|||
Non-marketable securities (cost method accounting):
|
|
|
|
|
|
|
||||||
Venture capital and private equity fund investments
|
|
10,081
|
|
|
3,503
|
|
|
2,517
|
|
|||
Other investments
|
|
431
|
|
|
1,715
|
|
|
6,527
|
|
|||
Total gross gains on investment securities
|
|
455,531
|
|
|
203,321
|
|
|
242,226
|
|
|||
Gross losses on investment securities:
|
|
|
|
|
|
|
||||||
Available-for-sale securities, at fair value (1)
|
|
(3,349
|
)
|
|
(2,139
|
)
|
|
(261
|
)
|
|||
Marketable securities (fair value accounting)
|
|
—
|
|
|
(1,675
|
)
|
|
(8,103
|
)
|
|||
Non-marketable securities (fair value accounting):
|
|
|
|
|
|
|
||||||
Venture capital and private equity fund investments
|
|
(17,185
|
)
|
|
(63,146
|
)
|
|
(26,591
|
)
|
|||
Other venture capital investments
|
|
(3,496
|
)
|
|
(11,062
|
)
|
|
(8,918
|
)
|
|||
Other investments
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|||
Other securities (fair value accounting)
|
|
(2,962
|
)
|
|
—
|
|
|
—
|
|
|||
Non-marketable securities (equity method accounting):
|
|
|
|
|
|
|
||||||
Other investments
|
|
(3,111
|
)
|
|
(1,987
|
)
|
|
(2,241
|
)
|
|||
Non-marketable securities (cost method accounting):
|
|
|
|
|
|
|
||||||
Venture capital and private equity fund investments (3)
|
|
(1,700
|
)
|
|
(1,079
|
)
|
|
(1,028
|
)
|
|||
Other investments (4)
|
|
(4,320
|
)
|
|
(119
|
)
|
|
(34
|
)
|
|||
Total gross losses on investment securities
|
|
(36,123
|
)
|
|
(81,207
|
)
|
|
(47,192
|
)
|
|||
Gains on investment securities, net
|
|
$
|
419,408
|
|
|
$
|
122,114
|
|
|
$
|
195,034
|
|
|
(1)
|
Includes realized gains (losses) on sales of available-for-sale securities that are recognized in the income statement. Unrealized gains (losses) on available-for-sale securities are recognized in other comprehensive income. The cost basis of available-for-sale securities sold is determined on a specific identification basis.
|
(2)
|
Other securities (fair value accounting) and other venture capital investments includes unrealized valuation gains of
$219 million
for the year ended
December 31, 2013
attributable to
two
of our portfolio companies, FireEye and Twitter. Both FireEye and Twitter are each subject to a lock-up agreement. The extent to which any unrealized gains will become realized is subject to a variety of factors, including, among other things, the expiration of current lock-up agreements to which these securities are subject, the actual sales of securities and the timing of such actual sales.
|
(3)
|
Includes OTTI of
$1.4 million
from the declines in value for
43
of the
288
investments,
$1.0 million
from the declines in value for
46
of the
324
investments, and
1.0 million
from the declines in value for
41
of the
329
investments held at December 31, 2013, 2012, and 2011, respectively. We concluded that any declines in value for the remaining investments were temporary, and as such, no OTTI was required to be recognized.
|
(4)
|
Includes OTTI of
$3.9 million
impairment charge on a single direct equity investment. We concluded that any declines in value for the remaining investments were temporary, and as such, no OTTI was required to be recognized. There were
no
recognized OTTI amounts for the years ended December 31, 2012 and 2011.
|
8.
|
Loans and Allowance for Loan Losses
|
|
|
December 31,
|
||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
||||
Commercial loans:
|
|
|
|
|
||||
Software
|
|
$
|
4,102,636
|
|
|
$
|
3,261,489
|
|
Hardware
|
|
1,213,032
|
|
|
1,118,370
|
|
||
Venture capital/private equity
|
|
2,386,054
|
|
|
1,732,699
|
|
||
Life science
|
|
1,170,220
|
|
|
1,066,199
|
|
||
Premium wine
|
|
149,841
|
|
|
143,511
|
|
||
Other
|
|
288,904
|
|
|
315,453
|
|
||
Total commercial loans
|
|
9,310,687
|
|
|
7,637,721
|
|
||
Real estate secured loans:
|
|
|
|
|
||||
Premium wine (1)
|
|
514,993
|
|
|
413,513
|
|
||
Consumer loans (2)
|
|
873,255
|
|
|
685,300
|
|
||
Other
|
|
30,743
|
|
|
—
|
|
||
Total real estate secured loans
|
|
1,418,991
|
|
|
1,098,813
|
|
||
Construction loans
|
|
76,997
|
|
|
65,742
|
|
||
Consumer loans
|
|
99,711
|
|
|
144,657
|
|
||
Total loans, net of unearned income (3)
|
|
$
|
10,906,386
|
|
|
$
|
8,946,933
|
|
|
(1)
|
Included in our premium wine portfolio are gross construction loans of
$112 million
and
$148 million
at
December 31, 2013
and
2012
, respectively.
|
(2)
|
Consumer loans secured by real estate at
December 31, 2013
and
2012
were comprised of the following:
|
|
|
December 31,
|
||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
||||
Loans for personal residence
|
|
$
|
685,327
|
|
|
$
|
503,378
|
|
Loans to eligible employees
|
|
121,548
|
|
|
110,584
|
|
||
Home equity lines of credit
|
|
66,380
|
|
|
71,338
|
|
||
Consumer loans secured by real estate
|
|
$
|
873,255
|
|
|
$
|
685,300
|
|
(3)
|
Included within our total loan portfolio are credit card loans of
$85 million
and
$64 million
at
December 31, 2013
and
2012
, respectively.
|
|
|
December 31,
|
||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
||||
Commercial loans:
|
|
|
|
|
||||
Software
|
|
$
|
4,102,636
|
|
|
$
|
3,261,489
|
|
Hardware
|
|
1,213,032
|
|
|
1,118,370
|
|
||
Venture capital/private equity
|
|
2,386,054
|
|
|
1,732,699
|
|
||
Life science
|
|
1,170,220
|
|
|
1,066,199
|
|
||
Premium wine
|
|
664,834
|
|
|
557,024
|
|
||
Other
|
|
396,644
|
|
|
381,195
|
|
||
Total commercial loans
|
|
9,933,420
|
|
|
8,116,976
|
|
||
Consumer loans:
|
|
|
|
|
||||
Real estate secured loans
|
|
873,255
|
|
|
685,300
|
|
||
Other consumer loans
|
|
99,711
|
|
|
144,657
|
|
||
Total consumer loans
|
|
972,966
|
|
|
829,957
|
|
||
Total loans, net of unearned income
|
|
$
|
10,906,386
|
|
|
$
|
8,946,933
|
|
(Dollars in thousands)
|
|
30 - 59
Days Past
Due
|
|
60 - 89
Days Past
Due
|
|
Greater
Than 90
Days Past
Due
|
|
Total Past
Due
|
|
Current
|
|
Loans Past Due
90 Days or
More Still
Accruing
Interest
|
||||||||||||
December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Software
|
|
$
|
9,804
|
|
|
$
|
1,291
|
|
|
$
|
99
|
|
|
$
|
11,194
|
|
|
$
|
4,102,546
|
|
|
$
|
99
|
|
Hardware
|
|
2,679
|
|
|
3,965
|
|
|
—
|
|
|
6,644
|
|
|
1,198,169
|
|
|
—
|
|
||||||
Venture capital/private equity
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
2,408,382
|
|
|
—
|
|
||||||
Life science
|
|
395
|
|
|
131
|
|
|
—
|
|
|
526
|
|
|
1,179,462
|
|
|
—
|
|
||||||
Premium wine
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
665,755
|
|
|
—
|
|
||||||
Other
|
|
1,580
|
|
|
142
|
|
|
—
|
|
|
1,722
|
|
|
397,416
|
|
|
—
|
|
||||||
Total commercial loans
|
|
14,462
|
|
|
5,529
|
|
|
99
|
|
|
20,090
|
|
|
9,951,730
|
|
|
99
|
|
||||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Real estate secured loans
|
|
240
|
|
|
—
|
|
|
—
|
|
|
240
|
|
|
872,586
|
|
|
—
|
|
||||||
Other consumer loans
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
98,965
|
|
|
—
|
|
||||||
Total consumer loans
|
|
248
|
|
|
—
|
|
|
—
|
|
|
248
|
|
|
971,551
|
|
|
—
|
|
||||||
Total gross loans excluding impaired loans
|
|
14,710
|
|
|
5,529
|
|
|
99
|
|
|
20,338
|
|
|
10,923,281
|
|
|
99
|
|
||||||
Impaired loans
|
|
4,657
|
|
|
7,043
|
|
|
4,339
|
|
|
16,039
|
|
|
35,610
|
|
|
—
|
|
||||||
Total gross loans
|
|
$
|
19,367
|
|
|
$
|
12,572
|
|
|
$
|
4,438
|
|
|
$
|
36,377
|
|
|
$
|
10,958,891
|
|
|
$
|
99
|
|
December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Software
|
|
$
|
5,890
|
|
|
$
|
238
|
|
|
$
|
19
|
|
|
$
|
6,147
|
|
|
$
|
3,284,489
|
|
|
$
|
19
|
|
Hardware
|
|
167
|
|
|
32
|
|
|
—
|
|
|
199
|
|
|
1,107,422
|
|
|
—
|
|
||||||
Venture capital/private equity
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
1,749,896
|
|
|
—
|
|
||||||
Life science
|
|
207
|
|
|
117
|
|
|
—
|
|
|
324
|
|
|
1,076,468
|
|
|
—
|
|
||||||
Premium wine
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
554,886
|
|
|
—
|
|
||||||
Other
|
|
280
|
|
|
—
|
|
|
—
|
|
|
280
|
|
|
378,619
|
|
|
—
|
|
||||||
Total commercial loans
|
|
6,551
|
|
|
387
|
|
|
19
|
|
|
6,957
|
|
|
8,151,780
|
|
|
19
|
|
||||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Real estate secured loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
683,254
|
|
|
—
|
|
||||||
Other consumer loans
|
|
111
|
|
|
—
|
|
|
—
|
|
|
111
|
|
|
143,867
|
|
|
—
|
|
||||||
Total consumer loans
|
|
111
|
|
|
—
|
|
|
—
|
|
|
111
|
|
|
827,121
|
|
|
—
|
|
||||||
Total gross loans excluding impaired loans
|
|
6,662
|
|
|
387
|
|
|
19
|
|
|
7,068
|
|
|
8,978,901
|
|
|
19
|
|
||||||
Impaired loans
|
|
3,901
|
|
|
9,676
|
|
|
2,269
|
|
|
15,846
|
|
|
22,433
|
|
|
—
|
|
||||||
Total gross loans
|
|
$
|
10,563
|
|
|
$
|
10,063
|
|
|
$
|
2,288
|
|
|
$
|
22,914
|
|
|
$
|
9,001,334
|
|
|
$
|
19
|
|
(Dollars in thousands)
|
|
Impaired loans for
which there is a
related allowance
for loan losses
|
|
Impaired loans for
which there is no
related allowance
for loan losses
|
|
Total carrying value of impaired loans
|
|
Total unpaid
principal of impaired loans (1)
|
||||||||
December 31, 2013:
|
|
|
|
|
|
|
|
|
||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
||||||||
Software
|
|
$
|
27,308
|
|
|
$
|
310
|
|
|
$
|
27,618
|
|
|
$
|
28,316
|
|
Hardware
|
|
19,329
|
|
|
338
|
|
|
19,667
|
|
|
35,317
|
|
||||
Venture capital/private equity
|
|
40
|
|
|
—
|
|
|
40
|
|
|
40
|
|
||||
Life Science
|
|
—
|
|
|
1,278
|
|
|
1,278
|
|
|
4,727
|
|
||||
Premium wine
|
|
—
|
|
|
1,442
|
|
|
1,442
|
|
|
1,778
|
|
||||
Other
|
|
690
|
|
|
—
|
|
|
690
|
|
|
718
|
|
||||
Total commercial loans
|
|
47,367
|
|
|
3,368
|
|
|
50,735
|
|
|
70,896
|
|
||||
Consumer loans:
|
|
|
|
|
|
|
|
|
||||||||
Real estate secured loans
|
|
—
|
|
|
244
|
|
|
244
|
|
|
1,434
|
|
||||
Other consumer loans
|
|
670
|
|
|
—
|
|
|
670
|
|
|
941
|
|
||||
Total consumer loans
|
|
670
|
|
|
244
|
|
|
914
|
|
|
2,375
|
|
||||
Total
|
|
$
|
48,037
|
|
|
$
|
3,612
|
|
|
$
|
51,649
|
|
|
$
|
73,271
|
|
December 31, 2012:
|
|
|
|
|
|
|
|
|
||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
||||||||
Software
|
|
$
|
3,191
|
|
|
$
|
72
|
|
|
$
|
3,263
|
|
|
$
|
4,475
|
|
Hardware
|
|
21,863
|
|
|
—
|
|
|
21,863
|
|
|
38,551
|
|
||||
Venture capital/private equity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Life science
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Premium wine
|
|
—
|
|
|
4,398
|
|
|
4,398
|
|
|
4,716
|
|
||||
Other
|
|
—
|
|
|
5,415
|
|
|
5,415
|
|
|
9,859
|
|
||||
Total commercial loans
|
|
25,054
|
|
|
9,885
|
|
|
34,939
|
|
|
57,601
|
|
||||
Consumer loans:
|
|
|
|
|
|
|
|
|
||||||||
Real estate secured loans
|
|
—
|
|
|
2,239
|
|
|
2,239
|
|
|
7,341
|
|
||||
Other consumer loans
|
|
1,101
|
|
|
—
|
|
|
1,101
|
|
|
1,300
|
|
||||
Total consumer loans
|
|
1,101
|
|
|
2,239
|
|
|
3,340
|
|
|
8,641
|
|
||||
Total
|
|
$
|
26,155
|
|
|
$
|
12,124
|
|
|
$
|
38,279
|
|
|
$
|
66,242
|
|
|
(1)
|
The unpaid principal balances for hardware and real estate secured consumer loans as of December 31, 2012 have been corrected from previously reported amounts resulting in the total unpaid principal of impaired loans at December 31, 2012 changing from
$55.4 million
to
$66.2 million
.
|
|
|
Year ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Average impaired loans:
|
|
|
|
|
|
|
||||||
Commercial loans:
|
|
|
|
|
|
|
||||||
Software
|
|
$
|
6,254
|
|
|
$
|
2,223
|
|
|
$
|
2,575
|
|
Hardware
|
|
24,508
|
|
|
19,242
|
|
|
5,854
|
|
|||
Venture capital/private equity
|
|
37
|
|
|
—
|
|
|
—
|
|
|||
Life science
|
|
334
|
|
|
345
|
|
|
1,228
|
|
|||
Premium wine
|
|
2,210
|
|
|
3,513
|
|
|
2,566
|
|
|||
Other
|
|
3,601
|
|
|
3,558
|
|
|
4,751
|
|
|||
Total commercial loans
|
|
36,944
|
|
|
28,881
|
|
|
16,974
|
|
|||
Consumer loans:
|
|
|
|
|
|
|
||||||
Real estate secured loans
|
|
2,957
|
|
|
5,037
|
|
|
19,179
|
|
|||
Other consumer loans
|
|
945
|
|
|
1,896
|
|
|
1,076
|
|
|||
Total consumer loans
|
|
3,902
|
|
|
6,933
|
|
|
20,255
|
|
|||
Total average impaired loans
|
|
$
|
40,846
|
|
|
$
|
35,814
|
|
|
$
|
37,229
|
|
Year ended December 31, 2013
|
|
Beginning Balance December 31, 2012
|
|
Charge-offs
|
|
Recoveries
|
|
Provision for
(Reduction of) Loan Losses
|
|
Ending Balance December 31, 2013
|
||||||||||
(Dollars in thousands)
|
|
|
|
|
|
|||||||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Software
|
|
$
|
42,648
|
|
|
$
|
(8,861
|
)
|
|
$
|
1,934
|
|
|
$
|
28,363
|
|
|
$
|
64,084
|
|
Hardware
|
|
29,761
|
|
|
(18,819
|
)
|
|
2,677
|
|
|
22,934
|
|
|
36,553
|
|
|||||
Venture capital/private equity
|
|
9,963
|
|
|
—
|
|
|
—
|
|
|
6,422
|
|
|
16,385
|
|
|||||
Life science
|
|
13,606
|
|
|
(6,010
|
)
|
|
1,860
|
|
|
2,470
|
|
|
11,926
|
|
|||||
Premium wine
|
|
3,523
|
|
|
—
|
|
|
170
|
|
|
221
|
|
|
3,914
|
|
|||||
Other
|
|
3,912
|
|
|
(8,107
|
)
|
|
2,995
|
|
|
4,880
|
|
|
3,680
|
|
|||||
Total commercial loans
|
|
103,413
|
|
|
(41,797
|
)
|
|
9,636
|
|
|
65,290
|
|
|
136,542
|
|
|||||
Consumer loans
|
|
7,238
|
|
|
(869
|
)
|
|
1,572
|
|
|
(1,597
|
)
|
|
6,344
|
|
|||||
Total allowance for loan losses
|
|
$
|
110,651
|
|
|
$
|
(42,666
|
)
|
|
$
|
11,208
|
|
|
$
|
63,693
|
|
|
$
|
142,886
|
|
Year ended December 31, 2012
|
|
Beginning Balance December 31, 2011
|
|
Charge-offs
|
|
Recoveries
|
|
Provision for
(Reduction of) Loan Losses
|
|
Ending Balance December 31, 2012
|
||||||||||
(Dollars in thousands)
|
|
|
|
|
|
|||||||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Software
|
|
$
|
38,263
|
|
|
$
|
(4,316
|
)
|
|
$
|
4,874
|
|
|
$
|
3,827
|
|
|
$
|
42,648
|
|
Hardware
|
|
16,810
|
|
|
(20,247
|
)
|
|
1,107
|
|
|
32,091
|
|
|
29,761
|
|
|||||
Venture capital/private equity
|
|
7,319
|
|
|
—
|
|
|
—
|
|
|
2,644
|
|
|
9,963
|
|
|||||
Life science
|
|
10,243
|
|
|
(5,080
|
)
|
|
334
|
|
|
8,109
|
|
|
13,606
|
|
|||||
Premium wine
|
|
3,914
|
|
|
(584
|
)
|
|
650
|
|
|
(457
|
)
|
|
3,523
|
|
|||||
Other
|
|
5,817
|
|
|
(2,485
|
)
|
|
1,377
|
|
|
(797
|
)
|
|
3,912
|
|
|||||
Total commercial loans
|
|
82,366
|
|
|
(32,712
|
)
|
|
8,342
|
|
|
45,417
|
|
|
103,413
|
|
|||||
Consumer loans
|
|
7,581
|
|
|
(607
|
)
|
|
1,351
|
|
|
(1,087
|
)
|
|
7,238
|
|
|||||
Total allowance for loan losses
|
|
$
|
89,947
|
|
|
$
|
(33,319
|
)
|
|
$
|
9,693
|
|
|
$
|
44,330
|
|
|
$
|
110,651
|
|
Year ended December 31, 2011
|
|
Beginning Balance December 31, 2010
|
|
Charge-offs
|
|
Recoveries
|
|
Provision for
(Reduction of) Loan Losses
|
|
Ending Balance December 31, 2011
|
||||||||||
(Dollars in thousands)
|
|
|
|
|
|
|||||||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Software
|
|
$
|
29,288
|
|
|
$
|
(10,252
|
)
|
|
$
|
11,659
|
|
|
$
|
7,568
|
|
|
$
|
38,263
|
|
Hardware
|
|
14,688
|
|
|
(4,828
|
)
|
|
455
|
|
|
6,495
|
|
|
16,810
|
|
|||||
Venture capital/private equity
|
|
8,241
|
|
|
—
|
|
|
—
|
|
|
(922
|
)
|
|
7,319
|
|
|||||
Life science
|
|
9,077
|
|
|
(4,201
|
)
|
|
6,644
|
|
|
(1,277
|
)
|
|
10,243
|
|
|||||
Premium wine
|
|
5,492
|
|
|
(449
|
)
|
|
1,223
|
|
|
(2,352
|
)
|
|
3,914
|
|
|||||
Other
|
|
5,318
|
|
|
(3,954
|
)
|
|
471
|
|
|
3,982
|
|
|
5,817
|
|
|||||
Total commercial loans
|
|
72,104
|
|
|
(23,684
|
)
|
|
20,452
|
|
|
13,494
|
|
|
82,366
|
|
|||||
Consumer loans
|
|
10,523
|
|
|
(220
|
)
|
|
4,671
|
|
|
(7,393
|
)
|
|
7,581
|
|
|||||
Total allowance for loan losses
|
|
$
|
82,627
|
|
|
$
|
(23,904
|
)
|
|
$
|
25,123
|
|
|
$
|
6,101
|
|
|
$
|
89,947
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
(Dollars in thousands)
|
|
Individually Evaluated for
Impairment
|
|
Collectively Evaluated for
Impairment
|
|
Individually
Evaluated for
Impairment
|
|
Collectively
Evaluated for
Impairment
|
||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
||||||||
Software
|
|
$
|
11,261
|
|
|
$
|
52,823
|
|
|
$
|
762
|
|
|
$
|
41,886
|
|
Hardware
|
|
9,673
|
|
|
26,880
|
|
|
5,251
|
|
|
24,510
|
|
||||
Venture capital/private equity
|
|
19
|
|
|
16,366
|
|
|
—
|
|
|
9,963
|
|
||||
Life science
|
|
—
|
|
|
11,926
|
|
|
—
|
|
|
13,606
|
|
||||
Premium wine
|
|
—
|
|
|
3,914
|
|
|
—
|
|
|
3,523
|
|
||||
Other
|
|
156
|
|
|
3,524
|
|
|
—
|
|
|
3,912
|
|
||||
Total commercial loans
|
|
21,109
|
|
|
115,433
|
|
|
6,013
|
|
|
97,400
|
|
||||
Consumer loans
|
|
168
|
|
|
6,176
|
|
|
248
|
|
|
6,990
|
|
||||
Total allowance for loan losses
|
|
$
|
21,277
|
|
|
$
|
121,609
|
|
|
$
|
6,261
|
|
|
$
|
104,390
|
|
(Dollars in thousands)
|
|
Pass
|
|
Performing
(Criticized)
|
|
Impaired
|
|
Total
|
||||||||
December 31, 2013:
|
|
|
|
|
|
|
|
|
||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
||||||||
Software
|
|
$
|
3,875,043
|
|
|
$
|
238,697
|
|
|
$
|
27,618
|
|
|
$
|
4,141,358
|
|
Hardware
|
|
995,055
|
|
|
209,758
|
|
|
19,667
|
|
|
1,224,480
|
|
||||
Venture capital/private equity
|
|
2,408,386
|
|
|
—
|
|
|
40
|
|
|
2,408,426
|
|
||||
Life science
|
|
1,091,993
|
|
|
87,995
|
|
|
1,278
|
|
|
1,181,266
|
|
||||
Premium wine
|
|
652,747
|
|
|
13,008
|
|
|
1,442
|
|
|
667,197
|
|
||||
Other
|
|
383,602
|
|
|
15,536
|
|
|
690
|
|
|
399,828
|
|
||||
Total commercial loans
|
|
9,406,826
|
|
|
564,994
|
|
|
50,735
|
|
|
10,022,555
|
|
||||
Consumer loans:
|
|
|
|
|
|
|
|
|
||||||||
Real estate secured loans
|
|
868,789
|
|
|
4,037
|
|
|
244
|
|
|
873,070
|
|
||||
Other consumer loans
|
|
95,586
|
|
|
3,387
|
|
|
670
|
|
|
99,643
|
|
||||
Total consumer loans
|
|
964,375
|
|
|
7,424
|
|
|
914
|
|
|
972,713
|
|
||||
Total gross loans
|
|
$
|
10,371,201
|
|
|
$
|
572,418
|
|
|
$
|
51,649
|
|
|
$
|
10,995,268
|
|
December 31, 2012:
|
|
|
|
|
|
|
|
|
||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
||||||||
Software
|
|
$
|
3,050,449
|
|
|
$
|
240,187
|
|
|
$
|
3,263
|
|
|
$
|
3,293,899
|
|
Hardware
|
|
970,802
|
|
|
136,819
|
|
|
21,863
|
|
|
1,129,484
|
|
||||
Venture capital/private equity
|
|
1,748,663
|
|
|
1,240
|
|
|
—
|
|
|
1,749,903
|
|
||||
Life science
|
|
956,276
|
|
|
120,516
|
|
|
—
|
|
|
1,076,792
|
|
||||
Premium wine
|
|
545,697
|
|
|
9,189
|
|
|
4,398
|
|
|
559,284
|
|
||||
Other
|
|
360,291
|
|
|
18,608
|
|
|
5,415
|
|
|
384,314
|
|
||||
Total commercial loans
|
|
7,632,178
|
|
|
526,559
|
|
|
34,939
|
|
|
8,193,676
|
|
||||
Consumer loans:
|
|
|
|
|
|
|
|
|
||||||||
Real estate secured loans
|
|
663,911
|
|
|
19,343
|
|
|
2,239
|
|
|
685,493
|
|
||||
Other consumer loans
|
|
132,818
|
|
|
11,160
|
|
|
1,101
|
|
|
145,079
|
|
||||
Total consumer loans
|
|
796,729
|
|
|
30,503
|
|
|
3,340
|
|
|
830,572
|
|
||||
Total gross loans
|
|
$
|
8,428,907
|
|
|
$
|
557,062
|
|
|
$
|
38,279
|
|
|
$
|
9,024,248
|
|
|
|
December 31,
|
||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
||||
Loans modified in TDRs:
|
|
|
|
|
||||
Commercial loans:
|
|
|
|
|
||||
Software
|
|
$
|
5,860
|
|
|
$
|
2,021
|
|
Hardware
|
|
13,329
|
|
|
20,514
|
|
||
Venture capital/ private equity
|
|
77
|
|
|
—
|
|
||
Premium wine
|
|
1,442
|
|
|
2,593
|
|
||
Other
|
|
1,055
|
|
|
5,900
|
|
||
Total commercial loans
|
|
21,763
|
|
|
31,028
|
|
||
Consumer loans:
|
|
|
|
|
||||
Real estate secured loans
|
|
—
|
|
|
2,199
|
|
||
Other consumer loans
|
|
670
|
|
|
1,101
|
|
||
Total consumer loans
|
|
670
|
|
|
3,300
|
|
||
Total
|
|
$
|
22,433
|
|
|
$
|
34,328
|
|
|
|
Year ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Loans modified in TDRs during the period:
|
|
|
|
|
|
|
||||||
Commercial loans:
|
|
|
|
|
|
|
||||||
Software
|
|
$
|
4,932
|
|
|
$
|
1,939
|
|
|
$
|
615
|
|
Hardware
|
|
8,143
|
|
|
20,514
|
|
|
4,018
|
|
|||
Venture capital/ private equity
|
|
77
|
|
|
—
|
|
|
—
|
|
|||
Premium wine
|
|
—
|
|
|
1,024
|
|
|
1,949
|
|
|||
Other
|
|
690
|
|
|
4,878
|
|
|
3,884
|
|
|||
Total commercial loans
|
|
13,842
|
|
|
28,355
|
|
|
10,466
|
|
|||
Consumer loans:
|
|
|
|
|
|
|
||||||
Real estate secured loans
|
|
—
|
|
|
368
|
|
|
—
|
|
|||
Other consumer loans
|
|
6
|
|
|
—
|
|
|
3,133
|
|
|||
Total consumer loans
|
|
6
|
|
|
368
|
|
|
3,133
|
|
|||
Total loans modified in TDRs during the period (1)
|
|
$
|
13,848
|
|
|
$
|
28,723
|
|
|
$
|
13,599
|
|
|
(1)
|
During
2013
,
2012
, and 2011 we had partial charge-offs of
$11.1 million
,
$14.3 million
, and
$2.8 million
respectively, on loans classified as TDRs.
|
|
|
Year ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
TDRs modified within the previous 12 months that defaulted during the period:
|
|
|
|
|
|
|
||||||
Commercial loans:
|
|
|
|
|
|
|
||||||
Hardware
|
|
$
|
1,627
|
|
|
$
|
1,868
|
|
|
$
|
1,885
|
|
Venture capital/ private equity
|
|
38
|
|
|
—
|
|
|
—
|
|
|||
Premium wine
|
|
—
|
|
|
—
|
|
|
1,949
|
|
|||
Other
|
|
365
|
|
|
—
|
|
|
—
|
|
|||
Total commercial loans
|
|
2,030
|
|
|
1,868
|
|
|
3,834
|
|
|||
Consumer loans:
|
|
|
|
|
|
|
||||||
Real estate secured loans
|
|
—
|
|
|
120
|
|
|
—
|
|
|||
Other consumer loans
|
|
6
|
|
|
—
|
|
|
3,133
|
|
|||
Total consumer loans
|
|
6
|
|
|
120
|
|
|
3,133
|
|
|||
Total TDRs modified within the previous 12 months that defaulted in the period
|
|
$
|
2,036
|
|
|
$
|
1,988
|
|
|
$
|
6,967
|
|
9.
|
Premises and Equipment
|
|
|
December 31,
|
||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
||||
Computer software
|
|
$
|
128,129
|
|
|
$
|
108,415
|
|
Computer hardware
|
|
45,241
|
|
|
42,147
|
|
||
Leasehold improvements
|
|
40,851
|
|
|
36,907
|
|
||
Furniture and equipment
|
|
19,434
|
|
|
17,431
|
|
||
Total
|
|
233,655
|
|
|
204,900
|
|
||
Accumulated depreciation and amortization
|
|
(166,170
|
)
|
|
(138,355
|
)
|
||
Premises and equipment, net
|
|
$
|
67,485
|
|
|
$
|
66,545
|
|
10.
|
Deposits
|
|
|
December 31,
|
||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
||||
Noninterest-bearing demand
|
|
$
|
15,894,360
|
|
|
$
|
13,875,275
|
|
Negotiable order of withdrawal (NOW)
|
|
151,746
|
|
|
133,260
|
|
||
Money market
|
|
4,373,974
|
|
|
2,969,769
|
|
||
Money market deposits in foreign offices
|
|
181,299
|
|
|
110,915
|
|
||
Sweep deposits in foreign offices
|
|
1,657,740
|
|
|
1,932,045
|
|
||
Time
|
|
213,860
|
|
|
155,188
|
|
||
Total deposits
|
|
$
|
22,472,979
|
|
|
$
|
19,176,452
|
|
11.
|
Short-Term Borrowings and Long-Term Debt
|
|
|
|
|
|
|
Carrying Value
|
||||||||
(Dollars in thousands)
|
|
Maturity
|
|
Principal value at December 31, 2013
|
|
December 31,
2013 |
|
December 31,
2012 |
||||||
Short-term borrowings:
|
|
|
|
|
|
|
|
|
||||||
Federal funds purchased
|
|
—
|
|
—
|
|
|
—
|
|
|
160,000
|
|
|||
Other short-term borrowings
|
|
(1)
|
|
5,080
|
|
|
5,080
|
|
|
6,110
|
|
|||
Total short-term borrowings
|
|
|
|
|
|
$
|
5,080
|
|
|
$
|
166,110
|
|
||
Long-term debt:
|
|
|
|
|
|
|
|
|
||||||
5.375% Senior Notes
|
|
September 15, 2020
|
|
$
|
350,000
|
|
|
$
|
348,209
|
|
|
$
|
347,995
|
|
6.05% Subordinated Notes (2)
|
|
June 1, 2017
|
|
45,964
|
|
|
51,987
|
|
|
54,571
|
|
|||
7.0% Junior Subordinated Debentures
|
|
October 15, 2033
|
|
50,000
|
|
|
55,020
|
|
|
55,196
|
|
|||
Total long-term debt
|
|
|
|
|
|
$
|
455,216
|
|
|
$
|
457,762
|
|
|
(1)
|
Represents cash collateral received from our counterparty for our interest rate swap agreement related to our 6.05% Subordinated Notes.
|
(2)
|
At
December 31, 2013
and
2012
, included in the carrying value of our 6.05% Subordinated Notes were
$6 million
and
$9 million
, respectively, related to hedge accounting associated with the notes.
|
Year ended December 31, (dollars in thousands):
|
|
Amount
|
||
2014
|
|
$
|
—
|
|
2015
|
|
—
|
|
|
2016
|
|
—
|
|
|
2017
|
|
51,987
|
|
|
2018
|
|
—
|
|
|
2019 and thereafter
|
|
403,229
|
|
|
Total
|
|
$
|
455,216
|
|
12.
|
Derivative Financial Instruments
|
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||||||||||
(Dollars in thousands)
|
|
Balance Sheet
Location
|
|
Notional or
Contractual
Amount
|
|
Fair Value
|
|
Collateral
(1)
|
|
Net
Exposure
(2)
|
|
Notional or
Contractual
Amount
|
|
Fair Value
|
|
Collateral
(1)
|
|
Net
Exposure
(2)
|
||||||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate risks:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swaps
|
|
Other assets
|
|
$
|
45,964
|
|
|
$
|
6,492
|
|
|
$
|
5,080
|
|
|
$
|
1,412
|
|
|
$
|
45,964
|
|
|
$
|
9,005
|
|
|
$
|
6,110
|
|
|
$
|
2,895
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Currency exchange risks:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign exchange forwards
|
|
Other assets
|
|
140,760
|
|
|
1,423
|
|
|
—
|
|
|
1,423
|
|
|
51,010
|
|
|
488
|
|
|
—
|
|
|
488
|
|
||||||||
Foreign exchange forwards
|
|
Other liabilities
|
|
62,649
|
|
|
(634
|
)
|
|
—
|
|
|
(634
|
)
|
|
102,956
|
|
|
(1,728
|
)
|
|
—
|
|
|
(1,728
|
)
|
||||||||
Net exposure
|
|
|
|
|
|
789
|
|
|
—
|
|
|
789
|
|
|
|
|
(1,240
|
)
|
|
—
|
|
|
(1,240
|
)
|
||||||||||
Other derivative instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity warrant assets
|
|
Other assets
|
|
179,934
|
|
|
103,513
|
|
|
—
|
|
|
103,513
|
|
|
164,332
|
|
|
74,272
|
|
|
—
|
|
|
74,272
|
|
||||||||
Other derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Client foreign exchange forwards
|
|
Other assets
|
|
424,983
|
|
|
13,673
|
|
|
—
|
|
|
13,673
|
|
|
385,470
|
|
|
11,864
|
|
|
—
|
|
|
11,864
|
|
||||||||
Client foreign exchange forwards
|
|
Other liabilities
|
|
367,079
|
|
|
(11,549
|
)
|
|
—
|
|
|
(11,549
|
)
|
|
356,026
|
|
|
(9,930
|
)
|
|
—
|
|
|
(9,930
|
)
|
||||||||
Client foreign currency options
|
|
Other assets
|
|
91,854
|
|
|
434
|
|
|
—
|
|
|
434
|
|
|
132,237
|
|
|
1,189
|
|
|
—
|
|
|
1,189
|
|
||||||||
Client foreign currency options
|
|
Other liabilities
|
|
91,854
|
|
|
(434
|
)
|
|
—
|
|
|
(434
|
)
|
|
132,237
|
|
|
(1,189
|
)
|
|
—
|
|
|
(1,189
|
)
|
||||||||
Loan conversion options
|
|
Other assets
|
|
3,455
|
|
|
314
|
|
|
—
|
|
|
314
|
|
|
9,782
|
|
|
890
|
|
|
—
|
|
|
890
|
|
||||||||
Client interest rate derivatives
|
|
Other assets
|
|
216,773
|
|
|
1,265
|
|
|
—
|
|
|
1,265
|
|
|
144,950
|
|
|
558
|
|
|
—
|
|
|
558
|
|
||||||||
Client interest rate derivatives
|
|
Other liabilities
|
|
216,773
|
|
|
(1,396
|
)
|
|
—
|
|
|
(1,396
|
)
|
|
144,950
|
|
|
(590
|
)
|
|
—
|
|
|
(590
|
)
|
||||||||
Net exposure
|
|
|
|
|
|
2,307
|
|
|
—
|
|
|
2,307
|
|
|
|
|
2,792
|
|
|
—
|
|
|
2,792
|
|
||||||||||
Net
|
|
|
|
|
|
$
|
113,101
|
|
|
$
|
5,080
|
|
|
$
|
108,021
|
|
|
|
|
$
|
84,829
|
|
|
$
|
6,110
|
|
|
$
|
78,719
|
|
|
(1)
|
Cash collateral received from our counterparty for our interest rate swap agreement is recorded as a component of “short-term borrowings” on our consolidated balance sheets.
|
(2)
|
Net exposure for contracts in a gain position reflects the replacement cost in the event of nonperformance by all such counterparties.
The credit ratings of our institutional counterparties as of December 31, 2013 remain at investment grade or higher and there were no material changes in their credit ratings for the year ended December 31, 2013
.
|
|
|
|
|
Year ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
Statement of income location
|
|
2013
|
|
2012
|
|
2011
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||
Interest rate risks:
|
|
|
|
|
|
|
|
|
||||||
Net cash benefit associated with interest rate swaps
|
|
Interest expense—borrowings
|
|
$
|
2,536
|
|
|
$
|
5,154
|
|
|
$
|
14,486
|
|
Changes in fair value of interest rate swaps
|
|
Net gains on derivative instruments
|
|
14
|
|
|
603
|
|
|
(470
|
)
|
|||
Net gains associated with interest rate risk derivatives
|
|
|
|
$
|
2,550
|
|
|
$
|
5,757
|
|
|
$
|
14,016
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||
Currency exchange risks:
|
|
|
|
|
|
|
|
|
||||||
Gains (losses) on revaluations of foreign currency instruments
|
|
Other noninterest income
|
|
$
|
3,016
|
|
|
$
|
1,677
|
|
|
$
|
(2,096
|
)
|
(Losses) gains on internal foreign exchange forward contracts, net
|
|
Net gains on derivative instruments
|
|
(4,213
|
)
|
|
(103
|
)
|
|
1,973
|
|
|||
Net (losses) gains associated with currency risk
|
|
|
|
$
|
(1,197
|
)
|
|
$
|
1,574
|
|
|
$
|
(123
|
)
|
Other derivative instruments:
|
|
|
|
|
|
|
|
|
||||||
Net gains on equity warrant assets
|
|
Net gains on derivative instruments
|
|
$
|
46,101
|
|
|
$
|
19,385
|
|
|
$
|
37,439
|
|
(Losses) gains on client foreign exchange forward contracts, net
|
|
Net gains on derivative instruments
|
|
$
|
(452
|
)
|
|
$
|
460
|
|
|
$
|
376
|
|
Net gains (losses) on other derivatives (1)
|
|
Net gains on derivative instruments
|
|
$
|
734
|
|
|
$
|
(1,666
|
)
|
|
$
|
(2,520
|
)
|
|
(1)
|
Primarily represents the change in fair value of loan conversion options.
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Statement of Financial Position But Subject to Master Netting Arrangements
|
|
|
||||||||||||||
(Dollars in thousands)
|
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts offset in the Statement of Financial Position
|
|
Net Amounts of Assets Presented in the Statement of Financial Position
|
|
Financial Instruments
|
|
Cash Collateral Received
|
|
Net Amount
|
||||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
|
$
|
6,492
|
|
|
$
|
—
|
|
|
$
|
6,492
|
|
|
$
|
(1,412
|
)
|
|
$
|
(5,080
|
)
|
|
$
|
—
|
|
Foreign exchange forwards
|
|
15,096
|
|
|
—
|
|
|
15,096
|
|
|
(6,735
|
)
|
|
—
|
|
|
8,361
|
|
||||||
Foreign currency options
|
|
504
|
|
|
(70
|
)
|
|
434
|
|
|
(155
|
)
|
|
—
|
|
|
279
|
|
||||||
Client interest rate derivatives
|
|
1,265
|
|
|
—
|
|
|
1,265
|
|
|
(256
|
)
|
|
—
|
|
|
1,009
|
|
||||||
Total derivative assets:
|
|
23,357
|
|
|
(70
|
)
|
|
23,287
|
|
|
(8,558
|
)
|
|
(5,080
|
)
|
|
9,649
|
|
||||||
Reverse repurchase, securities borrowing, and similar arrangements
|
|
172,989
|
|
|
—
|
|
|
172,989
|
|
|
(172,989
|
)
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
196,346
|
|
|
$
|
(70
|
)
|
|
$
|
196,276
|
|
|
$
|
(181,547
|
)
|
|
$
|
(5,080
|
)
|
|
$
|
9,649
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
|
$
|
9,005
|
|
|
$
|
—
|
|
|
$
|
9,005
|
|
|
$
|
(2,895
|
)
|
|
$
|
(6,110
|
)
|
|
$
|
—
|
|
Foreign exchange forwards
|
|
12,352
|
|
|
—
|
|
|
12,352
|
|
|
(7,363
|
)
|
|
—
|
|
|
4,989
|
|
||||||
Foreign currency options
|
|
1,411
|
|
|
(222
|
)
|
|
1,189
|
|
|
(556
|
)
|
|
—
|
|
|
633
|
|
||||||
Client interest rate derivatives
|
|
558
|
|
|
—
|
|
|
558
|
|
|
(24
|
)
|
|
—
|
|
|
534
|
|
||||||
Total derivative assets:
|
|
23,326
|
|
|
(222
|
)
|
|
23,104
|
|
|
(10,838
|
)
|
|
(6,110
|
)
|
|
6,156
|
|
||||||
Reverse repurchase, securities borrowing, and similar arrangements
|
|
133,357
|
|
|
—
|
|
|
133,357
|
|
|
(133,357
|
)
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
156,683
|
|
|
$
|
(222
|
)
|
|
$
|
156,461
|
|
|
$
|
(144,195
|
)
|
|
$
|
(6,110
|
)
|
|
$
|
6,156
|
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Statement of Financial Position But Subject to Master Netting Arrangements
|
|
|
||||||||||||||
(Dollars in thousands)
|
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts offset in the Statement of Financial Position
|
|
Net Amounts of Liabilities Presented in the Statement of Financial Position
|
|
Financial Instruments
|
|
Cash Collateral Pledged
|
|
Net Amount
|
||||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange forwards
|
|
$
|
12,183
|
|
|
$
|
—
|
|
|
$
|
12,183
|
|
|
$
|
(8,282
|
)
|
|
$
|
—
|
|
|
$
|
3,901
|
|
Foreign currency options
|
|
504
|
|
|
(70
|
)
|
|
434
|
|
|
(279
|
)
|
|
—
|
|
|
155
|
|
||||||
Client interest rate derivatives
|
|
1,396
|
|
|
—
|
|
|
1,396
|
|
|
(1,087
|
)
|
|
—
|
|
|
309
|
|
||||||
Total derivative liabilities:
|
|
14,083
|
|
|
(70
|
)
|
|
14,013
|
|
|
(9,648
|
)
|
|
—
|
|
|
4,365
|
|
||||||
Repurchase, securities lending, and similar arrangements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
14,083
|
|
|
$
|
(70
|
)
|
|
$
|
14,013
|
|
|
$
|
(9,648
|
)
|
|
$
|
—
|
|
|
$
|
4,365
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange forwards
|
|
$
|
11,658
|
|
|
$
|
—
|
|
|
$
|
11,658
|
|
|
$
|
(5,720
|
)
|
|
$
|
—
|
|
|
$
|
5,938
|
|
Foreign currency options
|
|
1,411
|
|
|
(222
|
)
|
|
1,189
|
|
|
(633
|
)
|
|
—
|
|
|
556
|
|
||||||
Client interest rate derivatives
|
|
590
|
|
|
—
|
|
|
590
|
|
|
(567
|
)
|
|
—
|
|
|
23
|
|
||||||
Total derivative assets:
|
|
13,659
|
|
|
(222
|
)
|
|
13,437
|
|
|
(6,920
|
)
|
|
—
|
|
|
6,517
|
|
||||||
Repurchase, securities lending, and similar arrangements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
13,659
|
|
|
$
|
(222
|
)
|
|
$
|
13,437
|
|
|
$
|
(6,920
|
)
|
|
$
|
—
|
|
|
$
|
6,517
|
|
13.
|
Other Noninterest Income and Other Noninterest Expense
|
|
|
Year ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Fund management fees
|
|
$
|
11,163
|
|
|
$
|
11,057
|
|
|
$
|
10,730
|
|
Service-based fee income
|
|
7,807
|
|
|
7,937
|
|
|
9,717
|
|
|||
Gains (losses) on revaluation of foreign currency instruments (1)
|
|
3,016
|
|
|
1,677
|
|
|
(2,096
|
)
|
|||
Currency revaluation gains (losses) (2)
|
|
93
|
|
|
(16
|
)
|
|
(4,275
|
)
|
|||
Net gains on the sale of certain assets related to our equity management services business
|
|
—
|
|
|
4,243
|
|
|
—
|
|
|||
Other (3)
|
|
14,060
|
|
|
11,465
|
|
|
7,154
|
|
|||
Total other noninterest income
|
|
$
|
36,139
|
|
|
$
|
36,363
|
|
|
$
|
21,230
|
|
|
(1)
|
Represents the revaluation of foreign currency denominated financial instruments issued and held by us, primarily loans, deposits and cash.
|
(2)
|
Includes the revaluation of foreign currency denominated financial statements of certain funds. Included in these amounts are gains of
$87 thousand
, gains of
$27 thousand
and losses of
$2.9 million
in
2013
,
2012
and
2011
, respectively, attributable to noncontrolling interests calculated based on the ownership percentages of the noncontrolling interests.
|
(3)
|
Includes dividends on FHLB/FRB stock, correspondent bank rebate income and other fee income.
|
|
|
Year ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Client services
|
|
$
|
8,181
|
|
|
$
|
6,910
|
|
|
$
|
4,594
|
|
Data processing services
|
|
7,895
|
|
|
5,876
|
|
|
4,811
|
|
|||
Tax credit fund amortization
|
|
6,436
|
|
|
3,911
|
|
|
4,474
|
|
|||
Telephone
|
|
6,258
|
|
|
6,528
|
|
|
5,835
|
|
|||
Postage and supplies
|
|
2,462
|
|
|
2,482
|
|
|
2,162
|
|
|||
Dues and publications
|
|
1,745
|
|
|
2,067
|
|
|
1,570
|
|
|||
Net gain from note repurchases and termination of corresponding interest rate swaps (1)
|
|
—
|
|
|
—
|
|
|
(3,123
|
)
|
|||
Other
|
|
8,950
|
|
|
8,188
|
|
|
10,499
|
|
|||
Total other noninterest expense
|
|
$
|
41,927
|
|
|
$
|
35,962
|
|
|
$
|
30,822
|
|
|
(1)
|
Represents gains from the repurchase of
$109 million
of our 5.70% Senior Notes and
$204 million
of our 6.05% Subordinated Notes and the termination of the corresponding portions of interest rate swaps in 2011. For more information, see Note 11–"Short-Term Borrowings and Long-Term Debt."
|
14.
|
Income Taxes
|
|
|
Year ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current provision:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
99,480
|
|
|
$
|
87,635
|
|
|
$
|
86,220
|
|
State
|
|
25,498
|
|
|
23,752
|
|
|
25,505
|
|
|||
Deferred expense (benefit):
|
|
|
|
|
|
|
||||||
Federal
|
|
11,244
|
|
|
2,385
|
|
|
5,756
|
|
|||
State
|
|
2,836
|
|
|
(503
|
)
|
|
1,606
|
|
|||
Income tax expense
|
|
$
|
139,058
|
|
|
$
|
113,269
|
|
|
$
|
119,087
|
|
|
|
December 31,
|
|||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
|||
Federal statutory income tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of the federal tax effect
|
|
5.1
|
|
|
5.8
|
|
|
6.0
|
|
Meals and entertainment
|
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
Disallowed officer's compensation
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
Share-based compensation expense on incentive stock options and ESPP
|
|
(0.3
|
)
|
|
0.4
|
|
|
0.3
|
|
Tax-exempt interest income
|
|
(0.3
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
Low-income housing tax credits
|
|
(1.6
|
)
|
|
(1.2
|
)
|
|
(1.1
|
)
|
Other, net
|
|
0.7
|
|
|
(0.9
|
)
|
|
0.5
|
|
Effective income tax rate
|
|
39.2
|
%
|
|
39.3
|
%
|
|
40.9
|
%
|
|
|
December 31,
|
||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Allowance for loan losses
|
|
$
|
69,616
|
|
|
$
|
53,953
|
|
Net unrealized losses on available-for-sale securities
|
|
27,686
|
|
|
—
|
|
||
Share-based compensation expense
|
|
14,535
|
|
|
11,478
|
|
||
Net operating loss
|
|
9,682
|
|
|
8,175
|
|
||
Loan fee income
|
|
7,804
|
|
|
10,356
|
|
||
State income taxes
|
|
6,194
|
|
|
7,042
|
|
||
Net unrealized losses on foreign currency translation
|
|
5,228
|
|
|
—
|
|
||
Other accruals not currently deductible
|
|
4,869
|
|
|
2,205
|
|
||
Premises and equipment and other intangibles
|
|
734
|
|
|
—
|
|
||
Research and development credit
|
|
324
|
|
|
364
|
|
||
Other
|
|
36
|
|
|
16
|
|
||
Deferred tax assets
|
|
146,708
|
|
|
93,589
|
|
||
Valuation allowance
|
|
(10,006
|
)
|
|
(8,539
|
)
|
||
Net deferred tax assets after valuation allowance
|
|
136,702
|
|
|
85,050
|
|
||
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Non-marketable and other securities
|
|
(55,921
|
)
|
|
(23,363
|
)
|
||
Derivative equity warrant assets
|
|
(10,344
|
)
|
|
(5,566
|
)
|
||
FHLB stock dividend
|
|
(1,236
|
)
|
|
(1,252
|
)
|
||
Net unrealized gains on available-for-sale securities
|
|
—
|
|
|
(74,983
|
)
|
||
Premises and equipment and other intangibles
|
|
—
|
|
|
(5,466
|
)
|
||
Other
|
|
(964
|
)
|
|
—
|
|
||
Deferred tax liabilities
|
|
(68,465
|
)
|
|
(110,630
|
)
|
||
Net deferred tax assets (liabilities)
|
|
$
|
68,237
|
|
|
$
|
(25,580
|
)
|
(Dollars in thousands)
|
|
Reconciliation of Unrecognized Tax Benefit
|
|
Interest & Penalties
|
|
Total
|
||||||
Balance at December 31, 2012
|
|
$
|
284
|
|
|
$
|
160
|
|
|
$
|
444
|
|
Additions for tax positions for prior years
|
|
123
|
|
|
47
|
|
|
170
|
|
|||
Reduction for tax positions for prior years
|
|
(10
|
)
|
|
(40
|
)
|
|
(50
|
)
|
|||
Lapse of the applicable statute of limitations
|
|
(145
|
)
|
|
(76
|
)
|
|
(221
|
)
|
|||
Balance at December 31, 2013
|
|
$
|
252
|
|
|
$
|
91
|
|
|
$
|
343
|
|
15.
|
Employee Compensation and Benefit Plans
|
|
|
Year ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Incentive Compensation Plans
|
|
$
|
70,164
|
|
|
$
|
48,344
|
|
|
$
|
67,008
|
|
Direct Drive Incentive Compensation Plan
|
|
22,941
|
|
|
24,556
|
|
|
17,745
|
|
|||
Retention Program
|
|
2,577
|
|
|
2,076
|
|
|
2,430
|
|
|||
Warrant Incentive Plan
|
|
5,818
|
|
|
2,523
|
|
|
2,473
|
|
|||
SVBFG 401(k) Plan
|
|
11,277
|
|
|
9,947
|
|
|
8,164
|
|
|||
SVBFG ESOP
|
|
7,429
|
|
|
10,324
|
|
|
8,652
|
|
16.
|
Related Parties
|
17.
|
Off-Balance Sheet Arrangements, Guarantees and Other Commitments
|
Year ended December 31, (dollars in thousands) :
|
|
Amount
|
||
2014
|
|
$
|
16,111
|
|
2015
|
|
19,809
|
|
|
2016
|
|
19,630
|
|
|
2017
|
|
18,421
|
|
|
2018
|
|
17,550
|
|
|
2019 and thereafter
|
|
71,212
|
|
|
Net minimum operating lease payments
|
|
$
|
162,733
|
|
|
|
December 31,
|
||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
||||
Loan commitments available for funding: (1)
|
|
|
|
|
||||
Fixed interest rate commitments
|
|
$
|
1,392,781
|
|
|
$
|
862,120
|
|
Variable interest rate commitments
|
|
9,101,973
|
|
|
6,906,580
|
|
||
Total loan commitments available for funding
|
|
10,494,754
|
|
|
7,768,700
|
|
||
Commercial and standby letters of credit (2)
|
|
975,968
|
|
|
842,091
|
|
||
Total unfunded credit commitments
|
|
$
|
11,470,722
|
|
|
$
|
8,610,791
|
|
Commitments unavailable for funding (3)
|
|
$
|
1,006,168
|
|
|
$
|
1,315,072
|
|
Maximum lending limits for accounts receivable factoring arrangements (4)
|
|
894,276
|
|
|
880,057
|
|
||
Reserve for unfunded credit commitments (5)
|
|
29,983
|
|
|
22,299
|
|
|
(1)
|
Represents commitments which are available for funding, due to clients meeting all collateral, compliance and financial covenants required under loan commitment agreements.
|
(2)
|
See below for additional information on our commercial and standby letters of credit.
|
(3)
|
Represents commitments which are currently unavailable for funding, due to clients failing to meet all collateral, compliance and financial covenants under loan commitment agreements.
|
(4)
|
We extend credit under accounts receivable factoring arrangements when our clients’ sales invoices are deemed creditworthy under existing underwriting practices.
|
(5)
|
Our reserve for unfunded credit commitments includes an allowance for both our unfunded loan commitments and our letters of credit.
|
(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
|
|
$
|
845,120
|
|
|
$
|
52,962
|
|
|
$
|
898,082
|
|
|
$
|
898,082
|
|
Performance standby letters of credit
|
|
58,938
|
|
|
11,190
|
|
|
70,128
|
|
|
70,128
|
|
||||
Commercial letters of credit
|
|
7,758
|
|
|
—
|
|
|
7,758
|
|
|
7,758
|
|
||||
Total
|
|
$
|
911,816
|
|
|
$
|
64,152
|
|
|
$
|
975,968
|
|
|
$
|
975,968
|
|
Our Ownership in Venture Capital/Private Equity Funds
(dollars in thousands)
|
|
SVBFG Capital Commitments
|
|
SVBFG Unfunded
Commitments
|
|
SVBFG Ownership
of each Fund (4)
|
|||||
Silicon Valley BancVentures, LP
|
|
$
|
6,000
|
|
|
$
|
270
|
|
|
10.7
|
%
|
SVB Capital Partners II, LP (1)
|
|
1,200
|
|
|
162
|
|
|
5.1
|
|
||
SVB Capital Shanghai Yangpu Venture Capital Fund
|
|
949
|
|
|
163
|
|
|
6.8
|
|
||
SVB Strategic Investors Fund, LP
|
|
15,300
|
|
|
688
|
|
|
12.6
|
|
||
SVB Strategic Investors Fund II, LP
|
|
15,000
|
|
|
1,050
|
|
|
8.6
|
|
||
SVB Strategic Investors Fund III, LP
|
|
15,000
|
|
|
1,688
|
|
|
5.9
|
|
||
SVB Strategic Investors Fund IV, LP
|
|
12,239
|
|
|
3,060
|
|
|
5.0
|
|
||
Strategic Investors Fund V Funds
|
|
515
|
|
|
330
|
|
|
Various
|
|
||
Strategic Investors Fund VI Funds
|
|
500
|
|
|
483
|
|
|
0.2
|
|
||
SVB Capital Preferred Return Fund, LP
|
|
12,688
|
|
|
—
|
|
|
20.0
|
|
||
SVB Capital—NT Growth Partners, LP
|
|
24,670
|
|
|
1,340
|
|
|
33.0
|
|
||
Other private equity fund (2)
|
|
9,338
|
|
|
—
|
|
|
58.2
|
|
||
Partners for Growth, LP
|
|
25,000
|
|
|
9,750
|
|
|
50.0
|
|
||
Debt funds (equity method accounting)
|
|
65,417
|
|
|
4,950
|
|
|
Various
|
|
||
Other fund investments (3)
|
|
303,186
|
|
|
47,037
|
|
|
Various
|
|
||
Total
|
|
$
|
507,002
|
|
|
$
|
70,971
|
|
|
|
|
(1)
|
Our ownership includes direct ownership of
1.3 percent
and indirect ownership of
3.8 percent
through our investment in SVB Strategic Investors Fund II, LP.
|
(2)
|
Our ownership includes direct ownership of
41.5 percent
and indirect ownership interests of
12.6 percent
and
4.1 percent
in the fund through our ownership interest of SVB Capital - NT Growth Partners, LP and SVB Capital Preferred Return Fund, LP, respectively.
|
(3)
|
Represents commitments to
293
funds (primarily venture capital funds) where our ownership interest is generally less than
5 percent
of the voting interests of each such fund.
|
(4)
|
We are subject to the Volcker Rule which restricts or limits us from sponsoring or having ownership interests in “covered” funds including venture capital and private equity funds. See “Business - Supervision and Regulation” under Item 1 of Part I of this report.
|
Limited Partnership
(Dollars in thousands)
|
Unfunded
Commitments
|
||
SVB Strategic Investors Fund, LP
|
$
|
2,266
|
|
SVB Strategic Investors Fund II, LP
|
7,251
|
|
|
SVB Strategic Investors Fund III, LP
|
22,996
|
|
|
SVB Strategic Investors Fund IV, LP
|
61,526
|
|
|
Strategic Investors Fund V Funds
|
231,033
|
|
|
Strategic Investors Fund VI Funds
|
76,906
|
|
|
SVB Capital Preferred Return Fund, LP
|
10,309
|
|
|
SVB Capital—NT Growth Partners, LP
|
12,060
|
|
|
Other private equity fund
|
3,792
|
|
|
Total
|
$
|
428,139
|
|
18.
|
Fair Value of Financial Instruments
|
(Dollars in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance at December 31, 2013
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. agency debentures
|
|
—
|
|
|
4,345,232
|
|
|
—
|
|
|
4,345,232
|
|
||||
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
|
||||||||
Agency-issued mortgage-backed securities
|
|
—
|
|
|
2,473,576
|
|
|
—
|
|
|
2,473,576
|
|
||||
Agency-issued collateralized mortgage obligations -
fixed rate
|
|
—
|
|
|
3,325,758
|
|
|
—
|
|
|
3,325,758
|
|
||||
Agency-issued collateralized mortgage obligations -
variable rate
|
|
—
|
|
|
1,186,573
|
|
|
—
|
|
|
1,186,573
|
|
||||
Agency-issued commercial mortgage-backed securities
|
|
—
|
|
|
564,604
|
|
|
—
|
|
|
564,604
|
|
||||
Municipal bonds and notes
|
|
—
|
|
|
86,027
|
|
|
—
|
|
|
86,027
|
|
||||
Equity securities
|
|
3,732
|
|
|
1,319
|
|
|
—
|
|
|
5,051
|
|
||||
Total available-for-sale securities
|
|
3,732
|
|
|
11,983,089
|
|
|
—
|
|
|
11,986,821
|
|
||||
Non-marketable and other securities (fair value accounting):
|
|
|
|
|
|
|
|
|
||||||||
Non-marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
Venture capital and private equity fund investments
|
|
—
|
|
|
—
|
|
|
862,972
|
|
|
862,972
|
|
||||
Other venture capital investments
|
|
—
|
|
|
—
|
|
|
32,839
|
|
|
32,839
|
|
||||
Other securities
|
|
2,125
|
|
|
—
|
|
|
319,249
|
|
|
321,374
|
|
||||
Total non-marketable and other securities (fair value accounting)
|
|
2,125
|
|
|
—
|
|
|
1,215,060
|
|
|
1,217,185
|
|
||||
Other assets:
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swaps
|
|
—
|
|
|
6,492
|
|
|
—
|
|
|
6,492
|
|
||||
Foreign exchange forward and option contracts
|
|
—
|
|
|
15,530
|
|
|
—
|
|
|
15,530
|
|
||||
Equity warrant assets
|
|
—
|
|
|
3,622
|
|
|
99,891
|
|
|
103,513
|
|
||||
Loan conversion options
|
|
—
|
|
|
314
|
|
|
—
|
|
|
314
|
|
||||
Client interest rate derivatives
|
|
—
|
|
|
1,265
|
|
|
—
|
|
|
1,265
|
|
||||
Total assets (1)
|
|
$
|
5,857
|
|
|
$
|
12,010,312
|
|
|
$
|
1,314,951
|
|
|
$
|
13,331,120
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward and option contracts
|
|
$
|
—
|
|
|
$
|
12,617
|
|
|
$
|
—
|
|
|
$
|
12,617
|
|
Client interest rate derivatives
|
|
—
|
|
|
1,396
|
|
|
—
|
|
|
1,396
|
|
||||
Total liabilities
|
|
$
|
—
|
|
|
$
|
14,013
|
|
|
$
|
—
|
|
|
$
|
14,013
|
|
|
(1)
|
Included in Level 1 and Level 3 assets are
$2 million
and
$1 billion
, respectively, attributable to noncontrolling interests calculated based on the ownership percentages of the noncontrolling interests.
|
(Dollars in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance at December 31, 2012
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
$
|
—
|
|
|
$
|
25,247
|
|
|
$
|
—
|
|
|
$
|
25,247
|
|
U.S. agency debentures
|
|
—
|
|
|
3,447,628
|
|
|
—
|
|
|
3,447,628
|
|
||||
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
|
||||||||
Agency-issued mortgage-backed securities
|
|
—
|
|
|
1,473,433
|
|
|
—
|
|
|
1,473,433
|
|
||||
Agency-issued collateralized mortgage obligations -
fixed rate
|
|
—
|
|
|
4,103,974
|
|
|
—
|
|
|
4,103,974
|
|
||||
Agency-issued collateralized mortgage obligations -
variable rate
|
|
—
|
|
|
1,772,748
|
|
|
—
|
|
|
1,772,748
|
|
||||
Agency-issued commercial mortgage-backed securities
|
|
—
|
|
|
422,098
|
|
|
—
|
|
|
422,098
|
|
||||
Municipal bonds and notes
|
|
—
|
|
|
93,529
|
|
|
—
|
|
|
93,529
|
|
||||
Equity securities
|
|
4,520
|
|
|
—
|
|
|
—
|
|
|
4,520
|
|
||||
Total available-for-sale securities
|
|
4,520
|
|
|
11,338,657
|
|
|
—
|
|
|
11,343,177
|
|
||||
Non-marketable and other securities (fair value accounting):
|
|
|
|
|
|
|
|
|
||||||||
Non-marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
Venture capital and private equity fund investments
|
|
—
|
|
|
—
|
|
|
665,921
|
|
|
665,921
|
|
||||
Other venture capital investments
|
|
—
|
|
|
—
|
|
|
127,091
|
|
|
127,091
|
|
||||
Other securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total non-marketable and other securities (fair value accounting)
|
|
—
|
|
|
—
|
|
|
793,012
|
|
|
793,012
|
|
||||
Other assets:
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
|
1,144
|
|
|
9,184
|
|
|
—
|
|
|
10,328
|
|
||||
Interest rate swaps
|
|
—
|
|
|
9,005
|
|
|
—
|
|
|
9,005
|
|
||||
Foreign exchange forward and option contracts
|
|
—
|
|
|
13,541
|
|
|
—
|
|
|
13,541
|
|
||||
Equity warrant assets
|
|
—
|
|
|
8,143
|
|
|
66,129
|
|
|
74,272
|
|
||||
Loan conversion options
|
|
—
|
|
|
890
|
|
|
—
|
|
|
890
|
|
||||
Client interest rate derivatives
|
|
—
|
|
|
558
|
|
|
—
|
|
|
558
|
|
||||
Total assets (1)
|
|
$
|
5,664
|
|
|
$
|
11,379,978
|
|
|
$
|
859,141
|
|
|
$
|
12,244,783
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward and option contracts
|
|
$
|
—
|
|
|
$
|
12,847
|
|
|
$
|
—
|
|
|
$
|
12,847
|
|
Client interest rate derivatives
|
|
—
|
|
|
590
|
|
|
—
|
|
|
590
|
|
||||
Total liabilities
|
|
$
|
—
|
|
|
$
|
13,437
|
|
|
$
|
—
|
|
|
$
|
13,437
|
|
|
(1)
|
Included in Level 1, Level 2, and Level 3 assets are
$1 million
,
$9 million
and
$708 million
, respectively, attributable to noncontrolling interests calculated based on the ownership percentages of the noncontrolling interests.
|
(Dollars in thousands)
|
|
Beginning
Balance
|
|
Total Realized and Unrealized Gains, net Included in Income
|
|
Purchases
|
|
Sales
|
|
Issuances
|
|
Distributions and Other Settlements
|
|
Transfers Into Level 3
|
|
Transfers Out of Level 3
|
|
Ending
Balance
|
||||||||||||||||||
Year ended December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Non-marketable and other securities (fair value accounting):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Venture capital and private equity fund investments
|
|
$
|
665,921
|
|
|
$
|
169,219
|
|
|
$
|
146,564
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(118,732
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
862,972
|
|
Other venture capital investments (3)
|
|
127,091
|
|
|
5,745
|
|
|
2,712
|
|
|
(1,224
|
)
|
|
—
|
|
|
(97,924
|
)
|
|
—
|
|
|
(3,561
|
)
|
|
32,839
|
|
|||||||||
Other securities (fair value accounting) (3)
|
|
—
|
|
|
222,368
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96,881
|
|
|
—
|
|
|
—
|
|
|
319,249
|
|
|||||||||
Total non-marketable and other securities (fair value accounting) (1)
|
|
793,012
|
|
|
397,332
|
|
|
149,276
|
|
|
(1,224
|
)
|
|
—
|
|
|
(119,775
|
)
|
|
—
|
|
|
(3,561
|
)
|
|
1,215,060
|
|
|||||||||
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Equity warrant assets (2)
|
|
66,129
|
|
|
22,929
|
|
|
—
|
|
|
(16,680
|
)
|
|
9,098
|
|
|
1,540
|
|
|
24,217
|
|
|
(7,342
|
)
|
|
99,891
|
|
|||||||||
Total assets
|
|
$
|
859,141
|
|
|
$
|
420,261
|
|
|
$
|
149,276
|
|
|
$
|
(17,904
|
)
|
|
$
|
9,098
|
|
|
$
|
(118,235
|
)
|
|
$
|
24,217
|
|
|
$
|
(10,903
|
)
|
|
$
|
1,314,951
|
|
Year ended December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Non-marketable and other securities (fair value accounting):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Venture capital and private equity fund investments
|
|
$
|
611,824
|
|
|
$
|
44,283
|
|
|
$
|
122,238
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(112,424
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
665,921
|
|
Other venture capital investments
|
|
124,121
|
|
|
46,711
|
|
|
13,123
|
|
|
(9,716
|
)
|
|
—
|
|
|
(39,558
|
)
|
|
—
|
|
|
(7,590
|
)
|
|
127,091
|
|
|||||||||
Other investments
|
|
987
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,008
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total non-marketable and other securities (fair value accounting) (1)
|
|
736,932
|
|
|
91,015
|
|
|
135,361
|
|
|
(9,716
|
)
|
|
—
|
|
|
(152,990
|
)
|
|
—
|
|
|
(7,590
|
)
|
|
793,012
|
|
|||||||||
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Equity warrant assets (2)
|
|
63,030
|
|
|
13,697
|
|
|
—
|
|
|
(21,077
|
)
|
|
11,978
|
|
|
(78
|
)
|
|
—
|
|
|
(1,421
|
)
|
|
66,129
|
|
|||||||||
Total assets
|
|
$
|
799,962
|
|
|
$
|
104,712
|
|
|
$
|
135,361
|
|
|
$
|
(30,793
|
)
|
|
$
|
11,978
|
|
|
$
|
(153,068
|
)
|
|
$
|
—
|
|
|
$
|
(9,011
|
)
|
|
$
|
859,141
|
|
Year ended December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Non-marketable and other securities (fair value accounting):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Venture capital and private equity fund investments
|
|
$
|
391,247
|
|
|
$
|
119,164
|
|
|
$
|
156,498
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(55,085
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
611,824
|
|
Other venture capital investments
|
|
111,843
|
|
|
25,794
|
|
|
13,981
|
|
|
(27,513
|
)
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
124,121
|
|
|||||||||
Other investments
|
|
981
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
987
|
|
|||||||||
Total non-marketable and other securities (fair value accounting) (1)
|
|
504,071
|
|
|
144,982
|
|
|
170,479
|
|
|
(27,513
|
)
|
|
—
|
|
|
(55,087
|
)
|
|
—
|
|
|
—
|
|
|
736,932
|
|
|||||||||
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Equity warrant assets (2)
|
|
43,537
|
|
|
31,958
|
|
|
—
|
|
|
(25,534
|
)
|
|
13,849
|
|
|
(63
|
)
|
|
—
|
|
|
(717
|
)
|
|
63,030
|
|
|||||||||
Total assets
|
|
$
|
547,608
|
|
|
$
|
176,940
|
|
|
$
|
170,479
|
|
|
$
|
(53,047
|
)
|
|
$
|
13,849
|
|
|
$
|
(55,150
|
)
|
|
$
|
—
|
|
|
$
|
(717
|
)
|
|
$
|
799,962
|
|
|
(1)
|
Realized and unrealized gains (losses) are recorded on the line items “gains on investment securities, net”, and “other noninterest income”, components of noninterest income.
|
(2)
|
Realized and unrealized gains are recorded on the line item “gains on derivative instruments, net”, a component of noninterest income.
|
(3)
|
Includes total unrealized valuation gains of
$219 million
attributable to two of our portfolio companies, FireEye and Twitter.
|
|
|
Year ended December 31,
|
||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
||||
Non-marketable and other securities (fair value accounting):
|
|
|
|
|
||||
Venture capital and private equity fund investments
|
|
$
|
168,567
|
|
|
$
|
46,859
|
|
Other venture capital investments (1)
|
|
6,207
|
|
|
56,233
|
|
||
Other securities (1)
|
|
222,368
|
|
|
—
|
|
||
Total non-marketable and other securities (fair value accounting) (2)
|
|
397,142
|
|
|
103,092
|
|
||
Other assets:
|
|
|
|
|
||||
Equity warrant assets (3)
|
|
30,579
|
|
|
21
|
|
||
Total unrealized gains, net
|
|
$
|
427,721
|
|
|
$
|
103,113
|
|
Unrealized gains attributable to noncontrolling interests
|
|
$
|
346,954
|
|
|
$
|
91,703
|
|
|
(1)
|
Includes total unrealized valuation gains of
$219 million
attributable to two of our portfolio companies, FireEye and Twitter.
|
(2)
|
Unrealized gains are recorded on the line items “gains on investment securities, net”, and “other noninterest income”, components of noninterest income.
|
(3)
|
Unrealized gains are recorded on the line item “gains on derivative instruments, net”, a component of noninterest income.
|
(Dollars in thousands)
|
|
Fair Value
|
|
Valuation Technique
|
|
Significant Unobservable Inputs
|
|
Weighted
Average
|
|||
December 31, 2013:
|
|
|
|
|
|
|
|
|
|||
Other venture capital investments (fair value accounting)
|
|
$
|
32,839
|
|
|
Private company equity pricing
|
|
(1)
|
|
(1)
|
|
Other securities
|
|
319,249
|
|
|
Modified stock price
|
|
Sales restrictions discount (2)
|
|
12.0
|
%
|
|
Equity warrant assets (public portfolio)
|
|
24,217
|
|
|
Modified Black-Scholes option pricing model
|
|
Volatility
|
|
41.3
|
%
|
|
|
|
|
Risk-Free interest rate
|
|
1.7
|
%
|
|||||
|
|
|
Sales restrictions discount (2)
|
|
13.7
|
%
|
|||||
Equity warrant assets (private portfolio)
|
|
75,674
|
|
|
Modified Black-Scholes option pricing model
|
|
Volatility
|
|
40.1
|
%
|
|
|
|
|
Risk-Free interest rate
|
|
0.8
|
%
|
|||||
|
|
|
Marketability discount (3)
|
|
22.5
|
%
|
|||||
|
|
|
Remaining life assumption (4)
|
|
45.0
|
%
|
|||||
December 31, 2012:
|
|
|
|
|
|
|
|
|
|||
Other venture capital investments (fair value accounting)
|
|
127,091
|
|
|
Private company equity pricing
|
|
(1)
|
|
(1)
|
||
Equity warrant assets (private portfolio)
|
|
66,129
|
|
|
Modified Black-Scholes option pricing model
|
|
Volatility
|
|
45.2
|
%
|
|
|
|
|
Risk-Free interest rate
|
|
0.4
|
%
|
|||||
|
|
|
Marketability discount (3)
|
|
22.5
|
%
|
|||||
|
|
|
Remaining life assumption (4)
|
|
45.0
|
%
|
|
(1)
|
In determining the fair value of our other venture capital investment portfolio, we evaluate a variety of factors related to each underlying private portfolio company including, but not limited to, actual and forecasted results, cash position, recent or planned transactions and market comparable companies. Additionally, we have ongoing communication with the portfolio companies and venture capital fund managers, to determine whether there is a material change in fair value. These factors are specific to each portfolio company and a weighted average or range of values of the unobservable inputs is not meaningful.
|
(2)
|
We adjust quoted market prices of public companies which are subject to certain sales restrictions. Sales restriction discounts generally range from 10 percent to 20 percent depending on the duration of the sales restrictions which typically range from 3 to 6 months.
|
(3)
|
Our marketability discount is applied to all private company warrants to account for a general lack of liquidity due to the private nature of the associated underlying company. The quantitative measure used is based on long-run averages and is influenced over time by various factors, including market conditions. On a quarterly basis, a sensitivity analysis is performed on our marketability discount.
|
(4)
|
We adjust the contractual remaining term of private company warrants based on our best estimate of the actual remaining life, which we determine by utilizing historical data on cancellations and exercises. At
December 31, 2013
, the weighted average contractual remaining term was
6.3
years, compared to our estimated remaining life of
2.8
years. On a quarterly basis, a sensitivity analysis is performed on our remaining life assumption.
|
|
|
|
|
Estimated Fair Value
|
||||||||||||
(Dollars in thousands)
|
|
Carrying Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
December 31, 2013:
|
|
|
|
|
|
|
|
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
1,538,779
|
|
|
$
|
1,538,779
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-marketable and other securities (cost and equity method accounting)
|
|
378,309
|
|
|
—
|
|
|
—
|
|
|
447,783
|
|
||||
Net commercial loans
|
|
9,796,878
|
|
|
—
|
|
|
—
|
|
|
9,935,917
|
|
||||
Net consumer loans
|
|
966,622
|
|
|
—
|
|
|
—
|
|
|
1,005,080
|
|
||||
FHLB and FRB stock
|
|
40,632
|
|
|
—
|
|
|
—
|
|
|
40,632
|
|
||||
Accrued interest receivable
|
|
67,772
|
|
|
—
|
|
|
67,772
|
|
|
—
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Federal funds purchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other short-term borrowings
|
|
5,080
|
|
|
5,080
|
|
|
—
|
|
|
—
|
|
||||
Non-maturity deposits (1)
|
|
22,259,119
|
|
|
22,259,119
|
|
|
—
|
|
|
—
|
|
||||
Time deposits
|
|
213,860
|
|
|
—
|
|
|
213,874
|
|
|
—
|
|
||||
5.375% Senior Notes
|
|
348,209
|
|
|
—
|
|
|
383,782
|
|
|
—
|
|
||||
6.05% Subordinated Notes (2)
|
|
51,987
|
|
|
—
|
|
|
56,297
|
|
|
—
|
|
||||
7.0% Junior Subordinated Debentures
|
|
55,020
|
|
|
—
|
|
|
51,915
|
|
|
—
|
|
||||
Accrued interest payable
|
|
6,858
|
|
|
—
|
|
|
6,858
|
|
|
—
|
|
||||
Off-balance sheet financial assets:
|
|
|
|
|
|
|
|
|
||||||||
Commitments to extend credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,285
|
|
||||
December 31, 2012:
|
|
|
|
|
|
|
|
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
1,008,983
|
|
|
$
|
1,008,983
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-marketable and other securities (cost and equity method accounting)
|
|
391,253
|
|
|
—
|
|
|
—
|
|
|
425,741
|
|
||||
Net commercial loans
|
|
8,013,563
|
|
|
—
|
|
|
—
|
|
|
8,180,597
|
|
||||
Net consumer loans
|
|
822,719
|
|
|
—
|
|
|
—
|
|
|
860,772
|
|
||||
FHLB and FRB stock
|
|
39,806
|
|
|
—
|
|
|
—
|
|
|
39,806
|
|
||||
Accrued interest receivable
|
|
64,167
|
|
|
—
|
|
|
64,167
|
|
|
—
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Federal funds purchased
|
|
160,000
|
|
|
160,000
|
|
|
—
|
|
|
—
|
|
||||
Other short-term borrowings
|
|
6,110
|
|
|
6,110
|
|
|
—
|
|
|
—
|
|
||||
Non-maturity deposits (1)
|
|
19,021,264
|
|
|
19,021,264
|
|
|
—
|
|
|
—
|
|
||||
Time deposits
|
|
155,188
|
|
|
—
|
|
|
155,027
|
|
|
—
|
|
||||
5.375% Senior Notes
|
|
347,995
|
|
|
—
|
|
|
393,701
|
|
|
—
|
|
||||
6.05% Subordinated Notes (2)
|
|
54,571
|
|
|
—
|
|
|
61,639
|
|
|
—
|
|
||||
7.0% Junior Subordinated Debentures
|
|
55,196
|
|
|
—
|
|
|
51,959
|
|
|
—
|
|
||||
Accrued interest payable
|
|
6,494
|
|
|
—
|
|
|
6,494
|
|
|
—
|
|
||||
Off-balance sheet financial assets:
|
|
|
|
|
|
|
|
|
||||||||
Commitments to extend credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,562
|
|
|
(1)
|
Includes noninterest-bearing demand deposits, interest-bearing checking accounts, money market accounts and interest-bearing sweep deposits.
|
(2)
|
At
December 31, 2013
and
2012
, included in the carrying value and estimated fair value of our
6.05%
Subordinated Notes was
$6.5 million
and
$9.0 million
, respectively, related to hedge accounting associated with the notes.
|
(Dollars in thousands)
|
|
Carrying Amount
|
|
Fair Value
|
|
Unfunded
Commitments
|
||||||
Non-marketable securities (fair value accounting):
|
|
|
|
|
|
|
||||||
Venture capital and private equity fund investments (1)
|
|
$
|
862,972
|
|
|
$
|
862,972
|
|
|
$
|
428,139
|
|
Non-marketable securities (equity method accounting):
|
|
|
|
|
|
|
||||||
Other investments (2)
|
|
53,019
|
|
|
54,544
|
|
|
15,436
|
|
|||
Non-marketable securities (cost method accounting):
|
|
|
|
|
|
|
||||||
Venture capital and private equity fund investments (3)
|
|
148,994
|
|
|
214,554
|
|
|
35,345
|
|
|||
Total
|
|
$
|
1,064,985
|
|
|
$
|
1,132,070
|
|
|
$
|
478,920
|
|
|
(1)
|
Venture capital and private equity fund investments within non-marketable and other securities (fair value accounting) include investments made by our managed funds of funds and one of our direct venture funds. These investments represent investments in venture capital and private equity funds that invest primarily in U.S. and global technology and life sciences companies. Included in the fair value and unfunded commitments of fund investments under fair value accounting are
$786 million
and
$422 million
, respectively, attributable to noncontrolling interests. It is estimated that we will receive distributions from the fund investments over the next
10
to
13
years, depending on the age of the funds and any potential extensions of terms of the funds.
|
(2)
|
Other investments within non-marketable securities (equity method accounting) include investments in debt funds and venture capital and private equity fund investments that invest in or lend money to primarily U.S. and global technology and life sciences companies. It is estimated that we will receive distributions from the fund investments over the next
10
to
13
years, depending on the age of the funds.
|
(3)
|
Venture capital and private equity fund investments within non-marketable securities (cost method accounting) include investments in venture capital and private equity fund investments that invest primarily in U.S. and global technology and life sciences companies. It is estimated that we will receive distributions from the fund investments over the next
10
to
13
years, depending on the age of the funds and any potential extensions of the terms of the funds.
|
19.
|
Regulatory Matters
|
|
|
Capital Ratios
|
|
Capital Amounts
|
|||||||||||||||||
(Dollars in thousands)
|
|
Actual
|
|
Well Capitalized Minimum
|
|
Adequately Capitalized Minimum
|
|
Actual
|
|
Well Capitalized Minimum
|
|
Adequately Capitalized Minimum
|
|||||||||
December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
SVB Financial
|
|
13.13
|
%
|
|
10.0
|
%
|
|
8.0
|
%
|
|
$
|
2,218,996
|
|
|
$
|
1,690,150
|
|
|
$
|
1,352,120
|
|
Bank
|
|
11.32
|
|
|
10.0
|
|
|
8.0
|
|
|
1,880,254
|
|
|
1,661,287
|
|
|
1,329,030
|
|
|||
Tier 1 risk-based capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
SVB Financial
|
|
11.94
|
|
|
6.0
|
|
|
4.0
|
|
|
2,018,455
|
|
|
1,014,090
|
|
|
676,060
|
|
|||
Bank
|
|
10.11
|
|
|
6.0
|
|
|
4.0
|
|
|
1,680,212
|
|
|
996,772
|
|
|
664,515
|
|
|||
Tier 1 leverage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
SVB Financial
|
|
8.31
|
|
|
N/A
|
|
|
4.0
|
|
|
2,018,455
|
|
|
N/A
|
|
|
972,130
|
|
|||
Bank
|
|
7.04
|
|
|
5.0
|
|
|
4.0
|
|
|
1,680,212
|
|
|
1,194,012
|
|
|
955,210
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
SVB Financial
|
|
14.05
|
%
|
|
10.0
|
%
|
|
8.0
|
%
|
|
$
|
1,901,672
|
|
|
$
|
1,353,298
|
|
|
$
|
1,082,639
|
|
Bank
|
|
12.53
|
|
|
10.0
|
|
|
8.0
|
|
|
1,650,732
|
|
|
1,317,789
|
|
|
1,054,231
|
|
|||
Tier 1 risk-based capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
SVB Financial
|
|
12.79
|
|
|
6.0
|
|
|
4.0
|
|
|
1,730,866
|
|
|
811,979
|
|
|
541,319
|
|
|||
Bank
|
|
11.24
|
|
|
6.0
|
|
|
4.0
|
|
|
1,481,571
|
|
|
790,673
|
|
|
527,115
|
|
|||
Tier 1 leverage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
SVB Financial
|
|
8.06
|
|
|
N/A
|
|
|
4.0
|
|
|
1,730,866
|
|
|
N/A
|
|
|
859,057
|
|
|||
Bank
|
|
7.06
|
|
|
5.0
|
|
|
4.0
|
|
|
1,481,571
|
|
|
1,049,750
|
|
|
839,800
|
|
20.
|
Segment Reporting
|
•
|
Global Commercial Bank
provides solutions to the financial needs of commercial clients through lending, deposit products, cash management services, and global banking and trade products and services. It also serves the needs of our non-U.S. clients with global banking products, including loans, deposits and global finance, in key foreign entrepreneurial markets, where applicable. Our Global Commercial Bank segment is comprised of results from our Commercial Bank, and also includes SVB Specialty Lending, SVB Analytics and our Debt Fund Investments.
|
•
|
SVB Private Bank
provides banking products and a range of credit services primarily to venture capital/private equity professionals using both long-term secured and short-term unsecured lines of credit.
|
•
|
SVB Capital
is the venture capital investment arm of SVBFG, which focuses primarily on funds management. SVB Capital manages funds (primarily venture capital funds) on behalf of third party limited partners and SVB Financial Group. The SVB Capital family of funds is comprised of funds of funds and direct venture funds. SVB Capital generates income for the Company primarily through management fees, carried interest arrangements and returns through the Company’s investments in the funds.
|
(Dollars in thousands)
|
|
Global
Commercial
Bank (1)
|
|
SVB Private
Bank
|
|
SVB Capital (1)
|
|
Other Items
|
|
Total
|
||||||||||
Year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income
|
|
$
|
643,016
|
|
|
$
|
26,701
|
|
|
$
|
20
|
|
|
$
|
27,607
|
|
|
$
|
697,344
|
|
(Provision for) reduction of loan losses
|
|
(65,290
|
)
|
|
1,597
|
|
|
—
|
|
|
—
|
|
|
(63,693
|
)
|
|||||
Noninterest income
|
|
202,404
|
|
|
1,209
|
|
|
75,037
|
|
|
394,556
|
|
|
673,206
|
|
|||||
Noninterest expense (2)
|
|
(436,327
|
)
|
|
(15,916
|
)
|
|
(10,737
|
)
|
|
(158,700
|
)
|
|
(621,680
|
)
|
|||||
Income before income tax expense (3)
|
|
$
|
343,803
|
|
|
$
|
13,591
|
|
|
$
|
64,320
|
|
|
$
|
263,463
|
|
|
$
|
685,177
|
|
Total average loans, net of unearned income
|
|
$
|
8,472,045
|
|
|
$
|
919,831
|
|
|
$
|
—
|
|
|
$
|
(40,498
|
)
|
|
$
|
9,351,378
|
|
Total average assets (4)
|
|
21,388,037
|
|
|
959,214
|
|
|
289,328
|
|
|
574,168
|
|
|
23,210,747
|
|
|||||
Total average deposits
|
|
19,072,921
|
|
|
524,398
|
|
|
—
|
|
|
21,875
|
|
|
19,619,194
|
|
|||||
Year ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income
|
|
$
|
595,133
|
|
|
$
|
21,807
|
|
|
$
|
15
|
|
|
$
|
909
|
|
|
$
|
617,864
|
|
(Provision for) reduction of loan losses
|
|
(45,417
|
)
|
|
1,087
|
|
|
—
|
|
|
—
|
|
|
(44,330
|
)
|
|||||
Noninterest income
|
|
188,842
|
|
|
681
|
|
|
27,435
|
|
|
118,588
|
|
|
335,546
|
|
|||||
Noninterest expense (2)
|
|
(398,438
|
)
|
|
(13,651
|
)
|
|
(11,263
|
)
|
|
(122,646
|
)
|
|
(545,998
|
)
|
|||||
Income (loss) before income tax expense (3)
|
|
$
|
340,120
|
|
|
$
|
9,924
|
|
|
$
|
16,187
|
|
|
$
|
(3,149
|
)
|
|
$
|
363,082
|
|
Total average loans, net of unearned income
|
|
$
|
6,790,332
|
|
|
$
|
758,471
|
|
|
$
|
—
|
|
|
$
|
10,125
|
|
|
$
|
7,558,928
|
|
Total average assets (4)
|
|
19,522,306
|
|
|
763,186
|
|
|
239,335
|
|
|
786,345
|
|
|
21,311,172
|
|
|||||
Total average deposits
|
|
17,575,060
|
|
|
313,836
|
|
|
—
|
|
|
21,192
|
|
|
17,910,088
|
|
|||||
Year ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income (loss)
|
|
$
|
519,145
|
|
|
$
|
19,529
|
|
|
$
|
10
|
|
|
$
|
(12,407
|
)
|
|
$
|
526,277
|
|
Provision for loan losses
|
|
(13,494
|
)
|
|
7,393
|
|
|
—
|
|
|
—
|
|
|
(6,101
|
)
|
|||||
Noninterest income
|
|
150,116
|
|
|
516
|
|
|
27,358
|
|
|
204,342
|
|
|
382,332
|
|
|||||
Noninterest expense (2)
|
|
(352,458
|
)
|
|
(10,174
|
)
|
|
(13,079
|
)
|
|
(124,917
|
)
|
|
(500,628
|
)
|
|||||
Income before income tax expense (3)
|
|
$
|
303,309
|
|
|
$
|
17,264
|
|
|
$
|
14,289
|
|
|
$
|
67,018
|
|
|
$
|
401,880
|
|
Total average loans, net of unearned income
|
|
$
|
5,111,086
|
|
|
$
|
658,175
|
|
|
$
|
—
|
|
|
$
|
45,810
|
|
|
$
|
5,815,071
|
|
Total average assets (4)
|
|
17,103,883
|
|
|
658,797
|
|
|
226,423
|
|
|
681,396
|
|
|
18,670,499
|
|
|||||
Total average deposits
|
|
15,364,804
|
|
|
186,604
|
|
|
—
|
|
|
17,393
|
|
|
15,568,801
|
|
|
(1)
|
Global Commercial Bank’s and SVB Capital’s components of net interest income, noninterest income, noninterest expense and total average assets are shown net of noncontrolling interest for all periods presented. Noncontrolling interest is included within "Other Items".
|
(2)
|
The Global Commercial Bank segment includes direct depreciation and amortization of
$21.3 million
,
$16.3 million
and
$12.0 million
for
2013
,
2012
and
2011
, respectively.
|
(3)
|
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.
|
(4)
|
Total average assets equals the greater of total average assets or the sum of total liabilities and total stockholders’ equity for each segment.
|
|
|
December 31,
|
||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
||||
Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
218,148
|
|
|
$
|
169,067
|
|
Investment securities
|
|
234,398
|
|
|
252,858
|
|
||
Net loans
|
|
4,791
|
|
|
8,869
|
|
||
Other assets
|
|
136,897
|
|
|
116,596
|
|
||
Investment in subsidiaries:
|
|
|
|
|
||||
Bank subsidiary
|
|
1,639,024
|
|
|
1,592,987
|
|
||
Nonbank subsidiaries
|
|
160,271
|
|
|
115,427
|
|
||
Total assets
|
|
$
|
2,393,529
|
|
|
$
|
2,255,804
|
|
|
|
|
|
|
||||
Liabilities and SVBFG stockholders’ equity:
|
|
|
|
|
||||
5.375% Senior Notes
|
|
$
|
348,209
|
|
|
$
|
347,995
|
|
7.0% Junior Subordinated Debentures
|
|
55,020
|
|
|
55,196
|
|
||
Other liabilities
|
|
24,030
|
|
|
22,058
|
|
||
Total liabilities
|
|
427,259
|
|
|
425,249
|
|
||
SVBFG stockholders’ equity
|
|
1,966,270
|
|
|
1,830,555
|
|
||
Total liabilities and SVBFG stockholders’ equity
|
|
$
|
2,393,529
|
|
|
$
|
2,255,804
|
|
|
|
Year ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Interest income
|
|
$
|
3,545
|
|
|
$
|
3,282
|
|
|
$
|
2,819
|
|
Interest expense
|
|
(24,408
|
)
|
|
(23,037
|
)
|
|
(27,252
|
)
|
|||
Dividend income from bank subsidiary
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|||
Gains on derivative instruments, net
|
|
47,421
|
|
|
17,289
|
|
|
34,654
|
|
|||
Gains on investment securities, net
|
|
15,238
|
|
|
15,329
|
|
|
16,432
|
|
|||
General and administrative expenses
|
|
(54,389
|
)
|
|
(66,812
|
)
|
|
(71,355
|
)
|
|||
Income tax (expense) benefit
|
|
(15,824
|
)
|
|
12,200
|
|
|
7,468
|
|
|||
Loss before net income of subsidiaries
|
|
(18,417
|
)
|
|
(41,749
|
)
|
|
(37,234
|
)
|
|||
Equity in undistributed net income of nonbank subsidiaries
|
|
58,075
|
|
|
21,457
|
|
|
20,013
|
|
|||
Equity in undistributed net income of bank subsidiary
|
|
176,195
|
|
|
195,395
|
|
|
189,123
|
|
|||
Net income available to common stockholders
|
|
$
|
215,853
|
|
|
$
|
175,103
|
|
|
$
|
171,902
|
|
|
|
Year ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net income available to common stockholders
|
|
$
|
215,853
|
|
|
$
|
175,103
|
|
|
$
|
171,902
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation losses
|
|
(3,128
|
)
|
|
(114
|
)
|
|
(4,929
|
)
|
|||
Unrealized holding (losses) gains on securities available for sale
|
|
(1,449
|
)
|
|
2,074
|
|
|
(319
|
)
|
|||
Equity in other comprehensive (loss) income of subsidiaries
|
|
(152,740
|
)
|
|
21,194
|
|
|
66,504
|
|
|||
Other comprehensive (loss) income, net of tax
|
|
(157,317
|
)
|
|
23,154
|
|
|
61,256
|
|
|||
Total comprehensive income
|
|
$
|
58,536
|
|
|
$
|
198,257
|
|
|
$
|
233,158
|
|
|
|
Year ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income attributable to SVBFG
|
|
$
|
215,853
|
|
|
$
|
175,103
|
|
|
$
|
171,902
|
|
Adjustments to reconcile net income to net cash used for operating activities:
|
|
|
|
|
|
|
||||||
Gains on derivative instruments, net
|
|
(47,421
|
)
|
|
(17,289
|
)
|
|
(34,654
|
)
|
|||
Gains on investment securities, net
|
|
(15,238
|
)
|
|
(15,329
|
)
|
|
(16,432
|
)
|
|||
Net income of bank subsidiary
|
|
(186,195
|
)
|
|
(195,395
|
)
|
|
(189,123
|
)
|
|||
Net income on nonbank subsidiaries
|
|
(58,075
|
)
|
|
(21,457
|
)
|
|
(20,013
|
)
|
|||
Cash dividends from bank subsidiary
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|||
Amortization of share-based compensation
|
|
25,413
|
|
|
21,861
|
|
|
18,221
|
|
|||
(Increase) decrease in other assets
|
|
(11,901
|
)
|
|
5,463
|
|
|
21,926
|
|
|||
Increase in other liabilities
|
|
1,506
|
|
|
3,952
|
|
|
2,936
|
|
|||
Other, net
|
|
(1,269
|
)
|
|
2,273
|
|
|
2,510
|
|
|||
Net cash used for operating activities
|
|
(67,327
|
)
|
|
(40,818
|
)
|
|
(42,727
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Net decrease (increase) in investment securities from purchases, sales and maturities
|
|
70,479
|
|
|
11,833
|
|
|
(22,821
|
)
|
|||
Net decrease (increase) in loans
|
|
4,078
|
|
|
2,034
|
|
|
(4,211
|
)
|
|||
(Increase) decrease in investment in bank subsidiary
|
|
(21,469
|
)
|
|
12,180
|
|
|
(12,592
|
)
|
|||
Decrease (increase) in investment in nonbank subsidiaries
|
|
9,925
|
|
|
13,012
|
|
|
(3,161
|
)
|
|||
Net cash provided by (used for) investing activities
|
|
63,013
|
|
|
39,059
|
|
|
(42,785
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Principal payments of other long-term debt
|
|
—
|
|
|
(1,222
|
)
|
|
(4,179
|
)
|
|||
Payments for settlement of 3.875% Convertible Notes
|
|
—
|
|
|
—
|
|
|
(250,000
|
)
|
|||
Tax benefit from stock exercises
|
|
6,826
|
|
|
5,581
|
|
|
6,342
|
|
|||
Proceeds from issuance of common stock and ESPP
|
|
46,569
|
|
|
29,282
|
|
|
36,873
|
|
|||
Net cash provided by (used for) financing activities
|
|
53,395
|
|
|
33,641
|
|
|
(210,964
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
49,081
|
|
|
31,882
|
|
|
(296,476
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
169,067
|
|
|
137,185
|
|
|
433,661
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
218,148
|
|
|
$
|
169,067
|
|
|
$
|
137,185
|
|
22.
|
Unaudited Quarterly Financial Data
|
|
|
Three months ended
|
||||||||||||||
(Dollars in thousands, except per share amounts)
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
2013:
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
$
|
171,014
|
|
|
$
|
177,983
|
|
|
$
|
185,240
|
|
|
$
|
195,384
|
|
Interest expense
|
|
(7,845
|
)
|
|
(7,902
|
)
|
|
(8,144
|
)
|
|
(8,386
|
)
|
||||
Net interest income
|
|
163,169
|
|
|
170,081
|
|
|
177,096
|
|
|
186,998
|
|
||||
Provision for loan losses
|
|
(5,813
|
)
|
|
(18,572
|
)
|
|
(10,638
|
)
|
|
(28,670
|
)
|
||||
Noninterest income
|
|
78,604
|
|
|
98,239
|
|
|
257,650
|
|
|
238,713
|
|
||||
Noninterest expense
|
|
(149,014
|
)
|
|
(143,292
|
)
|
|
(160,524
|
)
|
|
(168,850
|
)
|
||||
Income before income tax expense
|
|
86,946
|
|
|
106,456
|
|
|
263,584
|
|
|
228,191
|
|
||||
Income tax expense
|
|
26,401
|
|
|
29,968
|
|
|
47,404
|
|
|
35,285
|
|
||||
Net income before noncontrolling interests
|
|
60,545
|
|
|
76,488
|
|
|
216,180
|
|
|
192,906
|
|
||||
Net income attributable to noncontrolling interests
|
|
(19,654
|
)
|
|
(27,904
|
)
|
|
(148,559
|
)
|
|
(134,149
|
)
|
||||
Net income available to common stockholders
|
|
$
|
40,891
|
|
|
$
|
48,584
|
|
|
$
|
67,621
|
|
|
$
|
58,757
|
|
Earnings per common share—basic
|
|
$
|
0.91
|
|
|
$
|
1.08
|
|
|
$
|
1.48
|
|
|
$
|
1.29
|
|
Earnings per common share—diluted
|
|
0.90
|
|
|
1.06
|
|
|
1.46
|
|
|
1.27
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
2012:
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
$
|
158,774
|
|
|
$
|
159,818
|
|
|
$
|
161,958
|
|
|
$
|
168,168
|
|
Interest expense
|
|
(7,837
|
)
|
|
(7,884
|
)
|
|
(7,528
|
)
|
|
(7,605
|
)
|
||||
Net interest income
|
|
150,937
|
|
|
151,934
|
|
|
154,430
|
|
|
160,563
|
|
||||
Provision for loan losses
|
|
(14,529
|
)
|
|
(7,999
|
)
|
|
(6,788
|
)
|
|
(15,014
|
)
|
||||
Noninterest income
|
|
59,293
|
|
|
80,426
|
|
|
69,139
|
|
|
126,688
|
|
||||
Noninterest expense
|
|
(132,012
|
)
|
|
(135,766
|
)
|
|
(135,171
|
)
|
|
(143,049
|
)
|
||||
Income before income tax expense
|
|
63,689
|
|
|
88,595
|
|
|
81,610
|
|
|
129,188
|
|
||||
Income tax expense
|
|
23,756
|
|
|
31,517
|
|
|
28,470
|
|
|
29,526
|
|
||||
Net income before noncontrolling interests
|
|
39,933
|
|
|
57,078
|
|
|
53,140
|
|
|
99,662
|
|
||||
Net income attributable to noncontrolling interests
|
|
(5,143
|
)
|
|
(9,475
|
)
|
|
(10,851
|
)
|
|
(49,241
|
)
|
||||
Net income available to common stockholders
|
|
$
|
34,790
|
|
|
$
|
47,603
|
|
|
$
|
42,289
|
|
|
$
|
50,421
|
|
Earnings per common share—basic
|
|
$
|
0.79
|
|
|
$
|
1.08
|
|
|
$
|
0.95
|
|
|
$
|
1.13
|
|
Earnings per common share—diluted
|
|
0.78
|
|
|
1.06
|
|
|
0.94
|
|
|
1.12
|
|
23.
|
Legal Matters
|
24.
|
Subsequent Events
|
|
|
February 25, 2014
|
||||||
Non-GAAP gains on certain other securities, net of noncontrolling interests (dollars in millions)
|
|
With sales restrictions discount
|
|
Without sales restrictions discount
|
||||
GAAP gains on certain other securities
|
|
$
|
200
|
|
|
$
|
250
|
|
Less: income attributable to noncontrolling interests, including carried interest
|
|
160
|
|
|
200
|
|
||
Non-GAAP gains on certain other securities, net of controlling interests
|
|
$
|
40
|
|
|
$
|
50
|
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM
|
9A. CONTROLS AND PROCEDURES
|
(a)
|
Disclosure Controls and Procedures
|
(b)
|
Internal Control Over Financial Reporting
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS
|
Plan category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (2)
|
||||
Equity compensation plans approved by stockholders
|
|
1,514,159
|
|
|
$
|
55.27
|
|
|
2,446,053
|
|
Equity compensation plans not approved by stockholders
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
Total
|
|
1,514,159
|
|
|
$
|
55.27
|
|
|
2,446,053
|
|
|
(1)
|
Represents options granted under our 2006 Equity Incentive Plan. This number does not include securities to be issued for unvested restricted stock units of
682,347
shares.
|
(2)
|
Includes shares available for issuance under our 2006 Equity Incentive Plan and
696,309
shares available for issuance under the 1999 Employee Stock Purchase Plan. This amount excludes securities already granted under our 2006 Equity Incentive Plan (as discussed above).
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
Financial Statements and Exhibits:
|
|
|
Page
|
|
|
|
(1)
|
Financial Statements.
The following consolidated financial statements of the registrant and
its subsidiaries are included in Part II Item 8:
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
Consolidated Balance Sheets as of December 31, 2013 and 2012
|
|
|
Consolidated Statements of Income for the three years ended December 31, 2013
|
|
|
Consolidated Statements of Comprehensive Income for the three years ended December 31, 2013
|
|
|
Consolidated Statements of Stockholders' Equity for the three years ended December 31, 2013
|
|
|
Consolidated Statements of Cash Flows for the three years ended December 31, 2013
|
|
|
Notes to the Consolidated Financial Statements
|
|
|
|
|
(2)
|
Financial Statement Schedule.
The consolidated financial statements and supplemental data are contained in Part II Item 8. All schedules other than as set forth above are omitted because of the absence of the conditions under which they are required or because the required information is included in the consolidated financial statements or related notes in Part II Item 8.
|
|
|
|
|
(3)
|
Exhibits.
See Index to Exhibits included at the end of this Form 10-K
|
SVB Financial Group
|
|
/s/ GREG W. BECKER
|
Greg W. Becker
|
President and Chief Executive Officer
|
Dated: February 27, 2014
|
Signature
|
Title
|
Date
|
|
|
|
/s/ ROGER F. DUNBAR
|
Chairman of the Board of Directors and Director
|
February 27, 2014
|
Roger F. Dunbar
|
|
|
|
|
|
/s/ GREG W. BECKER
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
February 27, 2014
|
Greg W. Becker
|
|
|
|
|
|
/s/ MICHAEL R. DESCHENEAUX
|
Chief Financial Officer (Principal Financial Officer)
|
February 27, 2014
|
Michael R. Descheneaux
|
|
|
|
|
|
/s/ KAMRAN F. HUSAIN
|
Chief Accounting Officer (Principal Accounting Officer)
|
February 27, 2014
|
Kamran F. Husain
|
|
|
|
|
|
/s/ ERIC A. BENHAMOU
|
Director
|
February 27, 2014
|
Eric A. Benhamou
|
|
|
|
|
|
/s/ DAVID M. CLAPPER
|
Director
|
February 27, 2014
|
David M. Clapper
|
|
|
|
|
|
/s/ JOEL P. FRIEDMAN
|
Director
|
February 27, 2014
|
Joel P. Friedman
|
|
|
|
|
|
/s/ C. RICHARD KRAMLICH
|
Director
|
February 27, 2014
|
C. Richard Kramlich
|
|
|
|
|
|
/s/ LATA KRISHNAN
|
Director
|
February 27, 2014
|
Lata Krishnan
|
|
|
|
|
|
/s/ JEFFREY N. MAGGIONCALDA
|
Director
|
February 27, 2014
|
Jeffrey N. Maggioncalda
|
|
|
|
|
|
/s/ KATE D. MITCHELL
|
Director
|
February 27, 2014
|
Kate D. Mitchell
|
|
|
|
|
|
/s/ JOHN F. ROBINSON
|
Director
|
February 27, 2014
|
John F. Robinson
|
|
|
|
|
|
/s/ GAREN K. STAGLIN
|
Director
|
February 27, 2014
|
Garen K. Staglin
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
||||||
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|||||
3.1
|
|
Restated Certificate of Incorporation
|
|
8-K
|
|
000-15637
|
|
3.1
|
|
May 31, 2005
|
|
|
3.2
|
|
Amended and Restated Bylaws
|
|
8-K
|
|
000-15637
|
|
3.2
|
|
July 27, 2010
|
|
|
3.3
|
|
Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock
|
|
8-K
|
|
000-15637
|
|
3.3
|
|
December 8, 2008
|
|
|
3.4
|
|
Certificate of Designations for Fixed Rate Cumulative Perpetual Preferred Stock, Series B
|
|
8-K
|
|
000-15637
|
|
3.4
|
|
December 15, 2008
|
|
|
4.1
|
|
Junior Subordinated Indenture, dated as of October 30, 2003 between SVB Financial and Wilmington Trust Company, as trustee
|
|
8-K
|
|
000-15637
|
|
4.12
|
|
November 19, 2003
|
|
|
4.2
|
|
7.0% Junior Subordinated Deferrable Interest Debenture due October 15, 2033 of SVB Financial
|
|
8-K
|
|
000-15637
|
|
4.13
|
|
November 19, 2003
|
|
|
4.3
|
|
Amended and Restated Trust Agreement, dated as of October 30, 2003, by and among SVB Financial as Depositor, Wilmington Trust Company as Property Trustee, Wilmington Trust Company as Delaware trustee, and the Administrative Trustees named therein
|
|
8-K
|
|
000-15637
|
|
4.14
|
|
November 19, 2003
|
|
|
4.4
|
|
Certificate Evidencing 7% Cumulative Trust Preferred Securities of SVB Capital II, dated as of October 20, 2003
|
|
8-K
|
|
000-15637
|
|
4.15
|
|
November 19, 2003
|
|
|
4.5
|
|
Guarantee Agreement, dated as of October 30, 2003 between SVB Financial and Wilmington Trust Company, as trustee
|
|
8-K
|
|
000-15637
|
|
4.16
|
|
November 19, 2003
|
|
|
4.6
|
|
Agreement as to Expenses and Liabilities, dated as of October 30, 2003, between SVB Financial and SVB Capital II
|
|
8-K
|
|
000-15637
|
|
4.17
|
|
November 19, 2003
|
|
|
4.7
|
|
Certificate Evidencing 7% Common Securities of SVB Capital II, dated as of October 30, 2003
|
|
8-K
|
|
000-15637
|
|
4.18
|
|
November 19, 2003
|
|
|
4.8
|
|
Officers' Certificate and Company Order, dated as of October 30, 2003, relating to the 7.0% Junior Subordinated Deferrable Interest Debentures due October 15, 2033
|
|
8-K
|
|
000-15637
|
|
4.19
|
|
November 19, 2003
|
|
|
4.9
|
|
Amended and Restated Preferred Stock Rights Agreement dated as of January 29, 2004, between SVB Financial and Wells Fargo Bank Minnesota, N.A.
|
|
8-A/A
|
|
000-15637
|
|
4.20
|
|
February 27, 2004
|
|
|
4.10
|
|
Amendment No. 1 to Amended and Restated Preferred Stock Rights Agreement, dated as of August 2, 2004, by and between SVB Financial and Wells Fargo Bank, N.A.
|
|
8-A/A
|
|
000-15637
|
|
4.13
|
|
August 3, 2004
|
|
|
4.11
|
|
Amendment No. 2 to Amended and Restated Preferred Stock Rights Agreement, dated as of August 2, 2004, by and between SVB Financial and Wells Fargo Bank, N.A.
|
|
8-A/A
|
|
000-15637
|
|
4.14
|
|
January 29, 2008
|
|
|
4.12
|
|
Amendment No. 3 to Amended and Restated Preferred Stock Rights Agreement, dated as of April 30, 2008, by and between SVB Financial and Wells Fargo Bank, N.A.
|
|
8-A/A
|
|
000-15637
|
|
4.20
|
|
April 30, 2008
|
|
|
4.13
|
|
Amendment No. 4 to Amended and Restated Preferred Stock Rights Agreement, dated as of January 15, 2010, by and between SVB Financial, Wells Fargo Bank, N.A. and American Stock Transfer and Trust Company, LLC
|
|
8-A/A
|
|
000-15637
|
|
4.22
|
|
January 19, 2010
|
|
|
4.14
|
|
Indenture, dated September 20, 2010, by and between SVB Financial and U.S. Bank National Association, as trustee
|
|
8-K
|
|
000-15637
|
|
4.1
|
|
September 20, 2010
|
|
|
4.15
|
|
Form of 5.375% Senior Note due 2020
|
|
8-K
|
|
000-15637
|
|
4.2
|
|
September 20, 2010
|
|
|
10.1
|
|
Office Lease Agreement, dated as of September 15, 2004, between CA-Lake Marriott Business Park Limited Partnership and Silicon Valley Bank: 3001, 3003 and 3101 Tasman Drive, Santa Clara, CA 95054
|
|
8-K
|
|
000-15637
|
|
10.28
|
|
September 20, 2004
|
|
|
*10.2
|
|
401(k) and Employee Stock Ownership Plan
|
|
|
|
|
|
|
|
|
|
X
|
*10.3
|
|
Amended and Restated Retention Program Plan (RP Years 1999 - 2007)
|
|
10-Q
|
|
000-15637
|
|
10.4
|
|
August 7, 2008
|
|
|
*10.4
|
|
1999 Employee Stock Purchase Plan
|
|
DEF 14A
|
|
000-15637
|
|
A
|
|
March 10, 2010
|
|
|
*10.5
|
|
1997 Equity Incentive Plan, as amended
|
|
DEF 14A
|
|
000-15637
|
|
B-1
|
|
March 16, 2005
|
|
|
*10.6
|
|
Form of Indemnification Agreement
|
|
10-Q
|
|
000-15637
|
|
10.7
|
|
November 6, 2009
|
|
|
*10.7
|
|
Incentive Compensation Plan
|
|
10-Q
|
|
000-15637
|
|
10.34
|
|
November 8, 2013
|
|
|
*10.8
|
|
Deferred Compensation Plan
|
|
10-Q
|
|
000-15637
|
|
10.8
|
|
November 8, 2013
|
|
|
*10.9
|
|
Form of Restricted Stock Unit Agreement under 1997 Equity Incentive Plan
|
|
8-K
|
|
000-15637
|
|
10.30
|
|
November 5, 2004
|
|
|
*10.10
|
|
Form of Incentive Stock Option Agreement under 1997 Equity Incentive Plan
|
|
10-Q
|
|
000-15637
|
|
10.31
|
|
November 9, 2004
|
|
|
*10.11
|
|
Form of Nonstatutory Stock Option Agreement under 1997 Equity Incentive Plan
|
|
10-Q
|
|
000-15637
|
|
10.32
|
|
November 9, 2004
|
|
|
*10.12
|
|
Form of Restricted Stock Bonus Agreement under 1997 Equity Incentive Plan
|
|
10-Q
|
|
000-15637
|
|
10.33
|
|
November 9, 2004
|
|
|
*10.13
|
|
Change in Control Severance Plan
|
|
8-K
|
|
000-15637
|
|
10.14
|
|
March 15, 2012
|
|
|
*10.14
|
|
2006 Equity Incentive Plan
|
|
DEF 14A
|
|
000-15637
|
|
A
|
|
March 9, 2012
|
|
|
*10.15
|
|
Form of Incentive Stock Option Agreement under 2006 Equity Incentive Plan
|
|
10-Q
|
|
000-15637
|
|
10.16
|
|
August 7, 2009
|
|
|
*10.16
|
|
Form of Nonqualified Stock Option Agreement under 2006 Equity Incentive Plan
|
|
10-Q
|
|
000-15637
|
|
10.17
|
|
August 7, 2009
|
|
|
*10.17
|
|
Form of Restricted Stock Unit Agreement under 2006 Equity Incentive Plan (for Executives)
|
|
10-Q
|
|
000-15637
|
|
10.18
|
|
August 7, 2009
|
|
|
*10.18
|
|
Form of Restricted Stock Unit Agreement for Employees under 2006 Equity Incentive Plan
|
|
10-Q
|
|
000-15637
|
|
10.19
|
|
August 7, 2009
|
|
|
*10.19
|
|
Form of Restricted Stock Award Agreement under 2006 Equity Incentive Plan
|
|
10-Q
|
|
000-15637
|
|
10.20
|
|
August 7, 2009
|
|
|
*10.20
|
|
Offer Letter dated November 2, 2006, for Michael Descheneaux
|
|
8-K
|
|
000-15637
|
|
10.31
|
|
April 17, 2007
|
|
|
*10.21
|
|
Offer Letter dated April 25, 2007, for Michael Descheneaux
|
|
8-K/A
|
|
000-15637
|
|
10.32
|
|
May 2, 2007
|
|
|
*10.22
|
|
Form of Restricted Stock Unit Agreement under 2006 Equity Incentive Plan (for Directors)
|
|
10-Q
|
|
000-15637
|
|
10.23
|
|
August 7, 2009
|
|
|
*10.23
|
|
Form of Restricted Stock Unit Election to Defer Settlement under 2006 Equity Incentive Plan (for Directors)
|
|
10-Q
|
|
000-15637
|
|
10.24
|
|
November 10, 2008
|
|
|
*10.24
|
|
Form of Restricted Stock Unit Election to Defer Settlement under 2006 Equity Incentive Plan (for Executives)
|
|
10-Q
|
|
000-15637
|
|
10.27
|
|
November 10, 2008
|
|
|
*10.25
|
|
Retention Program Plan (RP Years Beginning 2008)
|
|
10-Q
|
|
000-15637
|
|
10.26
|
|
August 7, 2008
|
|
|
*10.26
|
|
Form of Letter Agreement with Michael Descheneaux re: Salary Changes
|
|
8-K
|
|
000-15637
|
|
10.31
|
|
May 14, 2009
|
|
|
*10.27
|
|
Form of Stock Appreciation Right Agreement under 2006 Equity Incentive Plan
|
|
10-Q
|
|
000-15637
|
|
10.32
|
|
August 7, 2009
|
|
|
*10.28
|
|
Form of Restricted Stock Unit Agreement for Cash Settlement for Employees under 2006 Equity Incentive Plan
|
|
10-Q
|
|
000-15637
|
|
10.33
|
|
August 7, 2009
|
|
|
*10.29
|
|
Form of Restricted Stock Unit Agreement for Cash Settlement for Directors under 2006 Equity Incentive Plan
|
|
10-Q
|
|
000-15637
|
|
10.34
|
|
August 7, 2009
|
|
|
*10.30
|
|
SVB Financial Group Long-Term Cash Incentive Plan
|
|
8-K
|
|
000-15637
|
|
10.35
|
|
July 27, 2010
|
|
|
*10.31
|
|
International Assignment Agreement for David Jones
|
|
8-K
|
|
000-15637
|
|
10.1
|
|
August 8, 2013
|
|
|
*10.32
|
|
International Long-Term Assignment for David Jones
|
|
8-K
|
|
000-15637
|
|
10.1
|
|
February 14, 2014
|
|
|
*10.33
|
|
Form of Restricted Stock Award Agreement under 2006 Equity Incentive Plan
++
|
|
|
|
|
|
|
|
|
|
X
|
*10.34
|
|
Form of Incentive Stock Option Agreement under 2006 Equity Incentive Plan
++
|
|
|
|
|
|
|
|
|
|
X
|
*10.35
|
|
Form of Nonqualified Stock Option Agreement under 2006 Equity Incentive Plan
++
|
|
|
|
|
|
|
|
|
|
X
|
*10.36
|
|
Form of Restricted Stock Unit Agreement under 2006 Equity Incentive Plan
++
|
|
|
|
|
|
|
|
|
|
X
|
*10.37
|
|
Form of Restricted Stock Unit Award Agreement under 2006 Equity Incentive Plan (Performance-Based)
++
|
|
|
|
|
|
|
|
|
|
X
|
*10.38
|
|
Form of Stock Appreciation Rights Agreement under 2006 Equity Incentive Plan++
|
|
|
|
|
|
|
|
|
|
X
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|||||||
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
||||||
14.1
|
|
Code of Ethics
|
|
10-K
|
|
000-15637
|
|
14.1
|
|
|
March 11, 2004
|
|
|
21.1
|
|
Subsidiaries of SVB Financial
|
|
|
|
|
|
|
|
|
|
X
|
|
23.1
|
|
Consent of KPMG LLP, independent registered public accounting firm.
|
|
|
|
|
|
|
|
|
|
X
|
|
31.1
|
|
Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Executive Officer
|
|
|
|
|
|
|
|
|
|
X
|
|
31.2
|
|
Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Financial Officer
|
|
|
|
|
|
|
|
|
|
X
|
|
32.1
|
|
Section 1350 Certifications
|
|
|
|
|
|
|
|
|
|
**
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
X
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
*
|
Denotes management contract or any compensatory plan, contract or arrangement.
|
**
|
Furnished herewith
|
+
|
Forms applicable to grants made under the 2006 Equity Incentive Plan during 2013 and prior years.
|
++
|
Forms applicable to grants made under the 2006 Equity Incentive Plan beginning in 2014.
|
INTRODUCTION
|
1
|
DEFINITIONS
|
2
|
ELIGIBILITY
|
9
|
ACCOUNTS AND CONTRIBUTIONS
|
10
|
LIMITATIONS AND DISCRIMINATION TESTING
|
15
|
VESTING AND FORFEITURES
|
23
|
DISTRIBUTION OF ACCOUNTS
|
26
|
HARDSHIPS. LOANS. IN-SERVICE WITHDRAWALS
|
30
|
ADMINISTRATION
|
33
|
AMENDMENT, TERMINATION OR MERGER.
|
35
|
TOP-HEAVY PROVISIONS
|
37
|
MISCELLANEOUS
|
40
|
Notice of Grant of Restricted Stock Award
and Award Agreement
|
SVB FINANCIAL GROUP
ID: 94-2875288
3003 Tasman Drive
Santa Clara, CA 95054
|
Name
Address
City, State, Zip
|
Award Number:
Plan: 2006 Equity Incentive Plan
ID:
|
Grant Agreement:
|
|||
Participant Name:
|
|
||
Employee ID:
|
|
||
Grant Number:
|
|
||
Number of Shares of Restricted Stock:
|
|
||
Date of Grant:
|
|
||
Purchase Price per Share:
|
|
||
Total Purchase Price:
|
|
||
Expiration Date:
|
|
||
Vesting Schedule:
|
|
||
|
Vesting Date
|
Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By your acceptance and the Company’s signature below, you and the Company agree that this Award is granted under and governed by the terms and conditions of the Company’s 2006 Equity Incentive Plan and the Award Agreement, all of which are attached and made a part of this document.
|
|
|
|
SVB Financial Group
|
|
Date
|
|
|
|
|
|
|
Participant Name
|
|
Date
|
Notice of Grant of Incentive Stock Options
and Award Agreement
|
SVB FINANCIAL GROUP
ID: 94-2875288
3003 Tasman Drive
Santa Clara, CA 95054
|
Name
Address
City, State, Zip
|
Option Number:
Plan: 2006 Equity Incentive Plan
ID:
|
Grant Agreement:
|
|||
Participant Name:
|
|
||
Employee ID:
|
|
||
Grant Number:
|
|
||
Grant Type:
|
|
||
Date of Grant:
|
|
||
Option Price per Share:
|
|
||
Total Option Price:
|
|
||
Expiration Date:
|
|
||
Vesting Schedule:
|
|
||
|
Vesting Date
|
Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By your acceptance and the Company’s signature below, you and the Company agree that this Option is granted under and governed by the terms and conditions of the Company’s 2006 Equity Incentive Plan and the Award Agreement, all of which are attached and made a part of this document.
|
|
|
|
SVB Financial Group
|
|
Date
|
|
|
|
|
|
|
Participant Name
|
|
Date
|
Grant
|
|
Grant
|
|
Type of
|
|
Number of Shares
|
|
Exercise Price
|
|
Aggregate
|
|
Number:
|
|
Date:
|
|
Option:
|
|
to be Exercised:
|
|
Per Share:
|
|
Exercise Price:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ISO or NQ
|
|
|
|
$
|
|
$
|
|
|
|
|
|
ISO or NQ
|
|
|
|
|
|
|
|
|
|
|
|
ISO or NQ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
o
CASH(1)
|
|
o
CASHLESS (Sale of underlying shares of option to pay exercise price)
|
|
o
STOCK(1)(2) (Use already-held shares to pay exercise price)
|
|
|
|
o
Sell shares
|
o
Sell all shares listed above
|
|
Attach Share Attestation Form
|
|
|
|
|
|
|
Firm:
|
|
|
DTC #
|
|
|
Account #
|
|
Contact Person:
|
|
|
Phone:
|
|
|
Fax:
|
|
|
|
|
Very truly yours,
|
||
|
|
|
|
||
SS#:
|
|
|
|
||
|
|
|
Signed
|
||
Telephone:
|
|
|
|
||
|
|
|
Address
|
||
|
|
|
|
||
Date:
|
|
|
|
||
|
|
|
|
|
|
|
o
I have owned ___________ shares for
AT LEAST ONE YEAR
; or
|
|
o
I have owned ___________ shares for
LESS THAN ONE YEAR
(Note: Attesting ISO shares held less than one year triggers a disqualifying disposition of the Attested Shares.)
|
|
o
the Attested Shares were purchased through the SVB Financial Group Employee Stock Purchase Plan (ESPP) and:
|
o
|
the maximum number of whole shares necessary to pay the aggregate exercise price of my option. I agree to settle any fractional share balance with the Company within 2 days of the Effective Date via check.
|
o
|
the total number of whole shares represented by this attestation to pay for only part of the exercise price. I agree to settle the remaining balance of the aggregate exercise price by check within 1 day of the Effective Date.
|
|
|
|
Signature of Participant
|
|
Signature of any Joint Owner
|
|
|
|
|
|
|
Print Name
|
|
Print Name
|
|
|
|
|
|
|
Effective Date
|
|
|
By your acceptance and the Company’s signature below, you and the Company agree that this Option is granted under and governed by the terms and conditions of the Company’s 2006 Equity Incentive Plan and this Global Nonstatutory Stock Option Award Agreement, including any country appendix, all of which are attached and made a part of this document.
|
###HR_SIGNATURE###
|
|
|
SVB Financial Group
|
|
Date
|
|
|
|
|
|
|
Participant Name
|
|
Date
|
Grant
|
|
Grant
|
|
Type of
|
|
Number of Shares
|
|
Exercise Price
|
|
Aggregate
|
|
Number:
|
|
Date:
|
|
Option:
|
|
to be Exercised:
|
|
Per Share:
|
|
Exercise Price:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NQ
|
|
|
|
$
|
|
$
|
|
|
|
|
|
NQ
|
|
|
|
|
|
|
|
|
|
|
|
NQ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
o
CASH(1)
|
|
o
CASHLESS (Sale of underlying shares of option to pay exercise price)
|
|
o
STOCK(1)(2) (
For U.S. taxpayers only
- use already-held shares to pay exercise price)
|
|
|
|
o
Sell shares
|
o
Sell all shares listed above
|
|
Attach Share Attestation Form
|
|
|
|
|
|
|
Firm:
|
|
|
DTC #
|
|
|
Account #
|
|
Contact Person:
|
|
|
Phone:
|
|
|
Fax:
|
|
|
|
|
Very truly yours,
|
||
|
|
|
|
||
SS#:
|
|
|
|
||
|
|
|
Signed
|
||
Telephone:
|
|
|
|
||
|
|
|
Address
|
||
|
|
|
|
||
Date:
|
|
|
|
||
|
|
|
|
|
|
|
o
I have owned ___________ shares for
AT LEAST ONE YEAR
; or
|
|
o
I have owned ___________ shares for
LESS THAN ONE YEAR
(Note: Attesting ISO shares held less than one year triggers a disqualifying disposition of the Attested Shares.)
|
|
o
the Attested Shares were purchased through the SVB Financial Group Employee Stock Purchase Plan (ESPP) and:
|
o
|
the maximum number of whole shares necessary to pay the aggregate exercise price of my option. I agree to settle any fractional share balance with the Company within 2 days of the Effective Date via check.
|
o
|
the total number of whole shares represented by this attestation to pay for only part of the exercise price. I agree to settle the remaining balance of the aggregate exercise price by check within 1 day of the Effective Date.
|
|
|
|
Signature of Participant
|
|
Signature of any Joint Owner
|
|
|
|
|
|
|
Print Name
|
|
Print Name
|
|
|
|
|
|
|
Effective Date
|
|
|
Notice of Grant of Restricted Stock Unit Award
and Award Agreement
|
SVB FINANCIAL GROUP
ID: 94-2875288
3003 Tasman Drive
Santa Clara, CA 95054
|
|
Grant Agreement:
|
||
Participant Name:
<Name>
|
Grant Name:
<MM/DD/YYYY RSU 0.00 (TEST)>
|
|
Employee Number: <Emp ID No>
|
Issue Date/Date of Grant: <Issue Date>
|
|
Total RSUs: Up to <Amount>
|
Grant Price: <$**.** USD>
|
|
|
Plan: <2006 Equity Incentive Plan>
|
|
|
The vesting of the RSUs (as defined below) granted hereunder are [[both] performance-based [and/or] time-based], as follows:
•
[Performance Condition
–]
•
[Time Vesting
–]
|
Vesting Schedule - RSU
|
The vesting of the RSUs (as defined below) granted hereunder are [[both] performance-based [and/or] time-based], as follows:
•
[Performance Condition
–]
•
[Time Vesting
–]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By your acceptance and the Company’s signature below, you and the Company agree that these RSUs are granted under and governed by the terms and conditions of the Company’s 2006 Equity Incentive Plan and this Award Agreement including any country appendix, all of which are attached and made a part of this document.
|
|
|
|
SVB Financial Group
|
|
Date
|
|
|
|
|
|
|
Participant Name
|
|
Date
|
•
|
the Plan is discretionary in nature and the Administrator may amend, suspend, or terminate it at any time;
|
•
|
the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of the RSUs even if the RSUs have been granted in the past;
|
•
|
all determinations with respect to such future RSUs, if any, including but not limited to, the times when the RSUs shall be granted or when the RSUs shall vest, will be at the sole discretion of the Administrator;
|
•
|
the Participant’s participation in the Plan is voluntary;
|
•
|
the RSUs and the Shares subject to the RSUs, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
|
•
|
the future value of the Shares is unknown, indeterminable and cannot be predicted with certainty;
|
•
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the termination of the Participant's employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company,
any of its Affiliates or the Employer;
|
•
|
the RSU grant and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate the Participant’s employment or service relationship (if any);
|
•
|
unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Award Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company;
|
•
|
nothing herein contained shall affect the Participant’s right to participate in and receive benefits under and in accordance with the then current provisions of any pension, insurance or other Participant welfare plan or program of the Company or any Affiliate; and
|
•
|
the following provisions apply only if the Participant is providing services outside the United States:
|
▪
|
the RSUs and the Shares subject to the RSUs are not part of normal or expected compensation or salary for any purpose; and
|
▪
|
the Participant acknowledges and agrees that neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.
|
1.
|
I hereby agree that any shares (the “Shares”) (as defined by Section 102 of the Income Tax Ordinance [New Version], 1961) (the “Tax Ordinance”) issued to me by SVB Financial Group according to and under the terms and conditions of the Plan and the Israeli Subplan adopted by SVB Financial Group as of January 8, 2014 (collectively, the "Plan") are granted to me to qualify under the capital gain tax treatment in accordance and pursuant to Section 102(b)(2) of the Tax Ordinance after 132 amendment (“Section 102”) and the Income Tax Rules (Tax Relief upon the Allotment of Shares to Employees), 2003 (the “Rules”) unless I am otherwise notified subject to SVB Financial Group’s absolute discretion to change such election on future grants and subject to the Tax Authorities’ approval.
|
2.
|
I declare and confirm that I am familiar with the terms of Section 102, the Rules, and the implications and consequences of the chosen tax arrangement with respect to the Shares, and consent that all the terms and conditions set forth in Section 102 and the Rules, as shall be amended from time to time, shall apply to me and bind me.
|
3.
|
I hereby declare and confirm that I am familiar with the provisions of the trust agreement signed between SVB Israel Advisors Ltd. and Tamir Fishman Trusts 2004 Ltd. (the "Trustee") (the “Trust Agreement”), including the deed of trust, attached to the Trust Agreement and constitute an integral part thereto (“Deed of Trust”), and I consent that the Trust Agreement and the Deed of Trust shall fully bind me.
|
4.
|
Without derogating from the generality of the aforesaid, I agree that the Shares will be deposited in trust with the Trustee and be held in trust in accordance with Section 102, the Rules and the Trust Agreement.
|
5.
|
I hereby declare and consent that any and all the rights that I shall be entitled to with respect to the Shares, including, without limitation, dividend, bonus shares and shares issued pursuant to adjustments made by SVB Financial Group, shall be issued in the name of the Trustee and be deposited with the Trustee, and shall be subject to Section 102, the Rules and the Trust Agreement.
|
6.
|
Without derogating from the generality of the aforesaid, I acknowledge that during the “Holding Period” as determined by the Tax Ordinance I am prevented from selling the Shares, or releasing them from the Trustee, before the termination of the “Holding Period” and I understand the tax implications and consequences that may be applied as a result of breaching such obligation, as set by Section 102, which I am familiar with.
|
7.
|
If I will cease to be an Israeli resident or if my employment will be terminated for any reason, the Shares shall remain subject to section 102, the Rules and the Trust Agreement.
|
8.
|
I hereby agree that any tax liability whatsoever arising from the grant, vesting or exercise of any awards, sale of Shares, release of Shares from the Trustee or any other event or act with respect to the Shares granted to me, shall be borne solely by me. I declare and consent that the SVB Financial Group, SVB Israel Advisors Ltd. and/or the Trustee shall make any tax payment due, out of the proceeds of any sale of Shares, to any tax authority, according to Section 102, the Rules, the Trust Agreement or any other compulsory payments or applicable law.
|
9.
|
I understand that this grant of Shares under the capital gain track is conditioned upon the receipt, inter alia, of all required approvals from the tax authorities. Accordingly, to the extent that for whatever reason SVB Israel Advisors Ltd. shall not be granted an approval by the Israeli Tax Authorities under section 102, I shall bear and pay any and all taxes and any other compulsory payments applicable to the grant, exercise, sale or other disposition of options or stocks; I hereby declare and consent for the SVB Financial Group, SVB Israel Advisors Ltd. and/or the Trustee to deduct any tax payment due, out of the proceeds of any sale of Shares, for any payment to The tax authorities, according to the Rules, or any other applicable compulsory payments.
|
10.
|
I confirm that SVB Financial Group and/or the Trustee shall not be required to release any Shares or any proceeds deriving from the sale of Shares, to me, until all required tax payments according to section 102, the Rules and the Trust Agreement, including any other compulsory payments, or applicable law, have been fully assured.
|
11.
|
I acknowledge that the Trustee is not a tax advisor and it is recommended that I consult a tax advisor before I accept this letter, any restricted stock units vest, sell any Shares or release them from the Trustee, or any other act.
|
12.
|
I agree to indemnify SVB Financial Group
,
SVB Israel Advisors Ltd. and/or the Trustee and to hold them harmless against and from any and all liability for any damage and/or loss and/or expense that might occur regarding the tax liability and/or the execution of the Trust Agreement.
|
13.
|
I hereby agree to bear all the applicable fees and commissions involved in establishing and maintaining trust account in the Trustee’s name, and in performing any action in the trust account.
|
14.
|
I hereby agree to sign any document reasonably required at the Company’s and/or the Trustee’s request.
|
15.
|
I hereby confirm that I read this letter thoroughly, received all the clarifications and explanations I requested, I understand the contents of this letter and the obligations I undertake in signing it.
|
Vesting Schedule - RSU
|
The vesting of the RSUs (as defined below) granted hereunder are both performance-based and time-based, as follows:
•
Performance Condition
– [Insert conditions]
•
Time Vesting
– To the extent the RSUs are deemed earned, the RSUs will be subject to further vesting and will cliff vest on [ _______ ___, 20___] (the “Vesting Date”) provided the Participant remains a Service Provider as of such Vesting Date.
|
|
Vesting Conditions
|
Number of RSUs
Earned
|
|
[Condition 1]
|
0
|
|
[Condition 2]
|
<Vest Qty 2>
|
|
[Condition 3]
|
<Vest Qty 3>
|
|
[Condition 4]
|
<Vest Qty 4>
|
By your acceptance and the Company’s signature below, you and the Company agree that these RSUs are granted under and governed by the terms and conditions of the Company’s 2006 Equity Incentive Plan and this Award Agreement including any country appendix, all of which are attached and made a part of this document.
|
|
|
|
SVB Financial Group
|
|
Date
|
|
|
|
|
|
|
Participant Name
|
|
Date
|
•
|
the Plan is discretionary in nature and the Administrator may amend, suspend, or terminate it at any time;
|
•
|
the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of the RSUs even if the RSUs have been granted in the past;
|
•
|
all determinations with respect to such future RSUs, if any, including but not limited to, the times when the RSUs shall be granted or when the RSUs shall vest, will be at the sole discretion of the Administrator;
|
•
|
the Participant’s participation in the Plan is voluntary;
|
•
|
the RSUs and the Shares subject to the RSUs, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
|
•
|
the future value of the Shares is unknown, indeterminable and cannot be predicted with certainty;
|
•
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the termination of the Participant's employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company,
any of its Affiliates or the Employer;
|
•
|
the RSU grant and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate the Participant’s employment or service relationship (if any);
|
•
|
unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Award Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company;
|
•
|
nothing herein contained shall affect the Participant’s right to participate in and receive benefits under and in accordance with the then current provisions of any pension, insurance or other Participant welfare plan or program of the Company or any Affiliate; and
|
•
|
the following provisions apply only if the Participant is providing services outside the United States:
|
▪
|
the RSUs and the Shares subject to the RSUs are not part of normal or expected compensation or salary for any purpose; and
|
▪
|
the Participant acknowledges and agrees that neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.
|
1.
|
I hereby agree that any shares (the “Shares”) (as defined by Section 102 of the Income Tax Ordinance [New Version], 1961) (the “Tax Ordinance”) issued to me by SVB Financial Group according to and under the terms and conditions of the Plan and the Israeli Subplan adopted by SVB Financial Group as of January 8, 2014 (collectively, the "Plan") are granted to me to qualify under the capital gain tax treatment in accordance and pursuant to Section 102(b)(2) of the Tax Ordinance after 132 amendment (“Section 102”) and the Income Tax Rules (Tax Relief upon the Allotment of Shares to Employees), 2003 (the “Rules”) unless I am otherwise notified subject to SVB Financial Group’s absolute discretion to change such election on future grants and subject to the Tax Authorities’ approval.
|
2.
|
I declare and confirm that I am familiar with the terms of Section 102, the Rules, and the implications and consequences of the chosen tax arrangement with respect to the Shares, and consent that all the terms and conditions set forth in Section 102 and the Rules, as shall be amended from time to time, shall apply to me and bind me.
|
3.
|
I hereby declare and confirm that I am familiar with the provisions of the trust agreement signed between SVB Israel Advisors Ltd. and Tamir Fishman Trusts 2004 Ltd. (the "Trustee") (the “Trust Agreement”), including the deed of trust, attached to the Trust Agreement and constitute an integral part thereto (“Deed of Trust”), and I consent that the Trust Agreement and the Deed of Trust shall fully bind me.
|
4.
|
Without derogating from the generality of the aforesaid, I agree that the Shares will be deposited in trust with the Trustee and be held in trust in accordance with Section 102, the Rules and the Trust Agreement.
|
5.
|
I hereby declare and consent that any and all the rights that I shall be entitled to with respect to the Shares, including, without limitation, dividend, bonus shares and shares issued pursuant to adjustments made by SVB Financial Group, shall be issued in the name of the Trustee and be deposited with the Trustee,] and shall be subject to Section 102, the Rules and the Trust Agreement.
|
6.
|
Without derogating from the generality of the aforesaid, I acknowledge that during the “Holding Period” as determined by the Tax Ordinance I am prevented from selling the Shares, or releasing them from the Trustee, before the termination of the “Holding Period” and I understand the tax implications and consequences that may be applied as a result of breaching such obligation, as set by Section 102, which I am familiar with.
|
7.
|
If I will cease to be an Israeli resident or if my employment will be terminated for any reason, the Shares shall remain subject to section 102, the Rules and the Trust Agreement.
|
8.
|
I hereby agree that any tax liability whatsoever arising from the grant, vesting or exercise of any awards, sale of Shares, release of Shares from the Trustee or any other event or act with respect to the Shares granted to me, shall be borne solely by me. I declare and consent that the SVB Financial Group, SVB Israel Advisors Ltd. and/or the Trustee shall make any tax payment due, out of the proceeds of any sale of Shares, to any tax authority, according to Section 102, the Rules, the Trust Agreement or any other compulsory payments or applicable law.
|
9.
|
I understand that this grant of Shares under the capital gain track is conditioned upon the receipt, inter alia, of all required approvals from the tax authorities. Accordingly, to the extent that for whatever reason SVB Israel Advisors Ltd. shall not be granted an approval by the Israeli Tax Authorities under section 102, I shall bear and pay any and all taxes and any other compulsory payments applicable to the grant, exercise, sale or other disposition of options or stocks; I hereby declare and consent for the SVB Financial Group, SVB Israel Advisors Ltd. and/or the Trustee to deduct any tax payment due, out of the proceeds of any sale of Shares, for any payment to The tax authorities, according to the Rules, or any other applicable compulsory payments.
|
10.
|
I confirm that SVB Financial Group and/or the Trustee shall not be required to release any Shares or any proceeds deriving from the sale of Shares, to me, until all required tax payments according to section 102, the Rules and the Trust Agreement, including any other compulsory payments, or applicable law, have been fully assured.
|
11.
|
I acknowledge that the Trustee is not a tax advisor and it is recommended that I consult a tax advisor before I accept this letter, any restricted stock units vest, sell any Shares or release them from the Trustee, or any other act.
|
12.
|
I agree to indemnify SVB Financial Group, SVB Israel Advisors Ltd. and/or the Trustee and to hold them harmless against and from any and all liability for any damage and/or loss and/or expense that might occur regarding the tax liability and/or the execution of the Trust Agreement.
|
13.
|
I hereby agree to bear all the applicable fees and commissions involved in establishing and maintaining trust account in the Trustee’s name, and in performing any action in the trust account.
|
14.
|
I hereby agree to sign any document reasonably required at the Company’s and/or the Trustee’s request.
|
15.
|
I hereby confirm that I read this letter thoroughly, received all the clarifications and explanations I requested, I understand the contents of this letter and the obligations I undertake in signing it.
|
By your acceptance and the Company’s signature below, you and the Company agree that these SARs are granted under and governed by the terms and conditions of the Company’s 2006 Equity Incentive Plan and this Global Stock Appreciation Award Agreement, including any country appendix, all of which are attached and made a part of this document.
|
###HR_SIGNATURE###
|
|
|
SVB Financial Group
|
|
Date
|
|
|
|
|
|
|
Participant Name
|
|
Date
|
Grant
|
|
Grant
|
|
Number of Shares
|
|
Exercise Price
|
|
Aggregate
|
|
Number:
|
|
Date:
|
|
to be Exercised:
|
|
Per Share:
|
|
Grant Price:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
o
CASH(1)
|
|
o
CASHLESS (Sale of underlying shares of SAR to pay tax-related items liability)
|
|
|
|
|
|
o
Sell shares
|
o
Sell all shares listed above
|
|
|
|
|
|
|
|
|
Firm:
|
|
|
DTC #
|
|
|
Account #
|
|
Contact Person:
|
|
|
Phone:
|
|
|
Fax:
|
|
|
|
|
Very truly yours,
|
||
|
|
|
|
||
SS#:
|
|
|
|
||
|
|
|
Signed
|
||
Telephone:
|
|
|
|
||
|
|
|
Address
|
||
|
|
|
|
||
Date:
|
|
|
|
||
|
|
|
|
|
|
Subsidiary
|
Jurisdiction of Incorporation
or Organization
|
|
|
Capital Partners III, L.P.
|
Delaware
|
CP Secondaries Fund, L.P.
|
Delaware
|
GHVL, LP
|
California
|
Gold Hill Venture Lending 03, LP
|
California
|
Gold Hill Venture Lending 03-A, LP
|
California
|
Gold Hill Venture Lending 03-B, LP
|
California
|
Gold Hill Venture Lending 03-C, Inc.
|
Delaware
|
Gold Hill Venture Lending 03-C, LP
|
California
|
Gold Hill Venture Lending Partners 03, LLC
|
California
|
Partners for Growth, L.P.
|
Delaware
|
Qualified Investors Fund III, LLC
|
Delaware
|
Silicon Valley BancVentures, Inc.
|
California
|
Silicon Valley BancVentures, L.P.
|
California
|
Silicon Valley Bank
|
California
|
Strategic Investors Fund V, L.P.
|
Delaware
|
Strategic Investors Fund V-A, L.P
|
Delaware
|
Strategic Investors Fund V-A Opportunity, L.P
|
Delaware
|
Strategic Investors Fund V-B, L.P.
|
Delaware
|
Strategic Investors Fund VI, L.P.
|
Delaware
|
Strategic Investors Fund VI-A, L.P.
|
Delaware
|
SVB Analytics, Inc.
|
Delaware
|
SVB Asset Management
|
California
|
SVB Business Partners (Beijing) Co. Ltd.
|
China
|
SVB Business Partners (Shanghai) Co. Ltd.
|
China
|
SVB Capital-NT Growth Partners, L.P.
|
Delaware
|
SVB Capital Partners II, LLC
|
Delaware
|
SVB Capital Partners II, L.P.
|
Delaware
|
SVB Capital Partners III, LLC
|
Delaware
|
SVB Capital Preferred Return Fund, L.P.
|
Delaware
|
SVB Capital Shanghai Yangpu Venture Capital Fund, L.P.
|
China
|
SVB Capital Trust II
|
Delaware
|
SVB Financial Group UK Limited
|
United Kingdom
|
SVB GG Holdings, LLC
|
Delaware
|
SVB Global Financial, Inc.
|
Delaware
|
SVB Growth Investors, LLC
|
Delaware
|
SVBIF Management
|
Mauritius
|
SVB India Advisors, Pvt. Ltd.
|
India
|
SVB India Finance Private Limited
|
India
|
SVB International Finance, Inc
|
United States
|
SVB Israel Advisors, Ltd.
|
Israel
|
SVB Qualified Investors Fund, LLC
|
California
|
SVB Qualified Investors Fund II, LLC
|
Delaware
|
SVB Securities
|
California
|
SVB Strategic Investors Fund, L.P.
|
California
|
SVB Strategic Investors Fund II, L.P.
|
Delaware
|
SVB Strategic Investors Fund III, L.P.
|
Delaware
|
SVB Strategic Investors Fund IV, L.P.
|
Delaware
|
SVB Strategic Investors II, LLC
|
California
|
SVB Strategic Investors II, LLC
|
Delaware
|
SVB Strategic Investors III, LLC
|
Delaware
|
SVB Strategic Investors IV, LLC
|
Delaware
|
SVB Strategic Investors V, LLC
|
Delaware
|
SVB Strategic Investors VI, LLC
|
Delaware
|
SVB Venture Capital Investment Management (Shanghai) Co. Limited
|
China
|
SVB Wealth Advisory, Inc.
|
Delaware
|
Venture Investment Managers, L.P.
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K of SVB Financial Group;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 27, 2014
|
|
/s/ GREG BECKER
|
|
|
Greg Becker
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K of SVB Financial Group;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
|
(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: February 27, 2014
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/s/ MICHAEL DESCHENEAUX
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Michael Descheneaux
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Chief Financial Officer
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(Principal Financial Officer)
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Date: February 27, 2014
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/s/ GREG BECKER
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Greg Becker
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President and Chief Executive Officer
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(Principal Executive Officer)
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Date: February 27, 2014
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/s/ MICHAEL DESCHENEAUX
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Michael Descheneaux
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Chief Financial Officer
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(Principal Financial Officer)
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