SIVB-12.31.2013-10-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-K
  
 
 (Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from          to         .
Commission File Number: 000-15637 
 
SVB FINANCIAL GROUP
(Exact name of registrant as specified in its charter)
 
Delaware
 
91-1962278
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
3003 Tasman Drive, Santa Clara, California
 
95054-1191
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (408) 654-7400
 Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered 
Common stock, par value $0.001 per share
 
NASDAQ Global Select Market
Junior subordinated debentures issued by SVB Capital II and the guarantee with respect thereto
 
NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act:     None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  ¨
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of the voting and non-voting common equity securities held by non-affiliates of the registrant as of June 30, 2013, the last business day of the registrant's most recently completed second fiscal quarter, based upon the closing price of its common stock on such date, on the NASDAQ Global Select Market was $3,787,772,443.
At January 31, 2014, 45,859,194 shares of the registrant’s common stock ($0.001 par value) were outstanding.


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Documents Incorporated by Reference
Parts of Form 10-K
Into Which
Incorporated 
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
Part III
TABLE OF CONTENTS
 
 
 
 
Page
 
 
 
 
PART I.
Item 1.
 
 
 
 
 
Item 1A.
 
 
 
 
 
Item 1B.
 
 
 
 
 
Item 2.
 
 
 
 
 
Item 3.
 
 
 
 
 
Item 4.
 
 
 
 
PART II.
Item 5.
 
 
 
 
 
Item 6.
 
 
 
 
Item 7.
 
 
 
 
 
Item 7A.
 
 
 
 
 
Item 8.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 9.
 
 
 
 
 
Item 9A.
 
 
 
 
Item 9B.
 
 
 
 
PART III.
Item 10.
 
 
 
 
 
Item 11.
 
 
 
 
 
Item 12.
 
 
 
 
 
Item 13.
 
 
 
 
 
Item 14.
 
 
 
 
PART IV.
Item 15.
 
 
 
 
 
 
 


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Glossary of Frequently-used Acronyms in this Report

AICPA – American Institute of Certified Public Accountants
ASC — Accounting Standards Codification
ASU – Accounting Standards Update
DBO – California Department of Business Oversight - Division of Financial Institutions
EHOP – Employee Home Ownership Program of the Company
EPS – Earnings Per Share
ESOP – Employee Stock Ownership Plan of the Company
ESPP – 1999 Employee Stock Purchase Plan of the Company
FASB – Financial Accounting Standards Board
FDIC – Federal Deposit Insurance Corporation
FHLB – Federal Home Loan Bank
FINRA – Financial Industry Regulatory Authority
FRB – Federal Reserve Bank
FTP – Funds Transfer Pricing
GAAP - Accounting principles generally accepted in the United States of America
IASB – International Accounting Standards Board
IFRS – International Financial Reporting Standards
IPO – Initial Public Offering
IRS – Internal Revenue Service
IT – Information Technology
LIBOR – London Interbank Offered Rate
M&A – Merger and Acquisition
OTTI – Other Than Temporary Impairment
SEC – Securities and Exchange Commission
TDR – Troubled Debt Restructuring
UK – United Kingdom
VIE – Variable Interest Entity

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Forward-Looking Statements
This Annual Report on Form 10-K, including in particular “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Part II, Item 7 of this report, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, management has in the past and might in the future make forward-looking statements orally to analysts, investors, the media and others. Forward-looking statements are statements that are not historical facts. Broadly speaking, forward-looking statements include, but are not limited to, the following:
Projections of our 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
Descriptions of our strategic initiatives, plans or objectives for future operations, including pending sales or acquisitions
Forecasts of venture capital/private equity funding and investment levels
Forecasts of future interest rates, economic performance, and income from investments
Forecasts of expected levels of provisions for loan losses, loan growth and client funds
Descriptions of assumptions underlying or relating to any of the foregoing
In this Annual Report on Form 10-K, we make forward-looking statements, including, but not limited to, those discussing our management’s expectations about:
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
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
The adequacy of our liquidity position, including sources of liquidity (such as funds generated through retained earnings)
Our overall investment plans, strategies and activities, including venture capital/private equity funding and investments, and our investment of excess cash/liquidity
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
The likelihood that the market value of our impaired investments will recover
Our intent to sell our available-for-sale securities prior to recovery of our cost basis, or the likelihood of such
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
Expected cash requirements for unfunded commitments to certain investments, including capital calls
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
The credit quality of our loan portfolio, including levels and trends of nonperforming loans, impaired loans, criticized loans and troubled debt restructurings
The adequacy of reserves (including allowance for loan and lease losses) and the appropriateness of our methodology for calculating such reserves
The level of loan and deposit balances
The level of client investment fees and associated margins

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The profitability of our products and services, including loan yields, loan pricing, and interest margins
Our strategic initiatives, including the expansion of operations and business activities in China, India, Israel, the UK and elsewhere domestically or internationally
The expansion and growth of our noninterest income sources
Distributions of venture capital, private equity or debt fund investment proceeds; intentions to sell such fund investments
The changes in, or adequacy of, our unrecognized tax benefits and any associated impact
The realization of certain deferred tax assets, and of any benefit stemming from certain net operating loss carryforwards.
The extent to which counterparties, including those to our forward and option contracts, will perform their contractual obligations
The condition and suitability of our properties
The manner in which we compete
Our estimated potential liability associated with certain securities subject to rescission rights in connection with our 401(k) plan
The effect of application of accounting pronouncements and regulatory requirements
The effect of lawsuits and claims
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
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
You can identify these and other forward-looking statements by the use of words such as “becoming,” “may,” “will,” “should,” "could," "would," “predicts,” “potential,” “continue,” “anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends,” the negative of such words, or comparable terminology. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we have based these expectations on our beliefs as well as our assumptions, and such expectations may prove to be incorrect. Our actual results of operations and financial performance could differ significantly from those expressed in or implied by our management’s forward-looking statements.
For information with respect to factors that could cause actual results to differ from the expectations stated in the forward-looking statements, see “Risk Factors” under Part I, Item 1A in this report. We urge investors to consider all of these factors carefully in evaluating the forward-looking statements contained in this Annual Report on Form 10-K. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this filing are made only as of the date of this filing. We assume no obligation and do not intend to revise or update any forward-looking statements contained in this Annual Report on Form 10-K, except as required by law.

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PART I.
ITEM 1.
BUSINESS
General
SVB Financial Group ("SVB Financial") is a diversified financial services company, as well as a bank holding company and a financial holding company. SVB Financial was incorporated in the state of Delaware in March 1999. Through our various subsidiaries and divisions, we offer a variety of banking and financial products and services to clients across the United States, as well as in key international entrepreneurial markets. For 30 years, we have been dedicated to helping entrepreneurs succeed, primarily in the technology, life science, venture capital/private equity and premium wine industries. We provide our clients of all sizes and stages with a diverse set of products and services to support them throughout their life cycles.
We offer commercial and private banking products and services through our principal subsidiary, Silicon Valley Bank (the Bank), which is a California state-chartered bank founded in 1983 and a member of the Federal Reserve System. Through its subsidiaries, the Bank also offers investment advisory, asset management, private wealth management, and brokerage services. Through our other subsidiaries and divisions, we also offer non-banking products and services, such as funds management and business valuation services. Additionally, we focus on cultivating strong relationships with firms within the venture capital and private equity community worldwide, many of which are also our clients and may invest in our corporate clients.
As of December 31, 2013, we had, on a consolidated basis, total assets of $26.4 billion, total investment securities of $13.6 billion, total loans, net of unearned income, of $10.9 billion, total deposits of $22.5 billion and total SVB Financial Group (“SVBFG”) stockholders' equity of $2.0 billion.
We operate through 28 offices in the United States, as well as offices internationally in China, Hong Kong, India, Israel and the United Kingdom. Our corporate headquarters is located at 3003 Tasman Drive, Santa Clara, California 95054, and our telephone number is 408.654.7400.
When we refer to “SVB Financial Group,” “SVBFG,” the “Company,” “we,” “our,” “us” or use similar words, we mean SVB Financial Group and all of its subsidiaries collectively, including the Bank. When we refer to “SVB Financial” or the “Parent” we are referring only to the parent company, SVB Financial Group.
Business Overview
For reporting purposes, SVB Financial Group has three operating segments for which we report financial information in this report: Global Commercial Bank, SVB Private Bank and SVB Capital.
Global Commercial Bank
Our Global Commercial Bank segment is comprised of results primarily from our Commercial Bank, and to a lesser extent, from SVB Specialty Lending, SVB Analytics and our Debt Fund Investments, each as further described below.
Commercial Bank. Our Commercial Bank products and services are provided by the Bank and its subsidiaries to commercial clients in the technology, venture capital/private equity, life science and cleantech industries. The Bank provides solutions to the financial needs of commercial clients through credit, global treasury management, foreign exchange, global trade finance, and other services. We broadly serve clients within the U.S., as well as non-U.S. clients in key international entrepreneurial markets.
Through our credit products and services, the Bank extends loans and other credit facilities to commercial clients. These loans may be secured by clients' assets or based on clients' cash flows. In some cases, loans may be unsecured. Credit products and services include traditional term loans, equipment loans, asset-based loans, revolving lines of credit, accounts-receivable-based lines of credit, capital call lines of credit and credit cards.
The Bank's global treasury management products and services include a wide range of deposit, receivables, payments and cash management solutions. Deposit products include business and analysis checking accounts, money market accounts, multi-currency, and sweep accounts. In connection with deposit services, the Bank provides receivables services, which include lockbox, electronic deposit capture, and merchant services that facilitate timely depositing of checks and other payments to clients' accounts. Payment and cash management products and services include wire transfer and automated clearing house payment services to enable clients to transfer funds quickly, as well as bill pay, account analysis, and disbursement services. Client accounts and our services may be accessed through our online and mobile banking platforms.
The Bank's foreign exchange and global trade products and services facilitate clients' global finance and business needs. These products and services include foreign exchange services that allow commercial clients to manage their foreign currency needs and risks through the purchase and sale of currencies, swaps and hedges on the global inter-bank market. To facilitate clients' international trade, the Bank offers a variety of loan and credit facilities guaranteed by the Export-Import Bank of the

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United States. The Bank also offers letters of credit, including export, import, and standby letters of credit, to enable clients to ship and receive goods globally.
The Bank and its subsidiaries offer a variety of investment services and solutions to its clients that enable them to effectively manage their assets. Through its registered investment advisory subsidiary, SVB Asset Management, the Bank offers discretionary investment advisory services based on its clients investment policies, strategies and objectives. Through its broker-dealer subsidiary, SVB Securities, the Bank offers clients access to investments in third party money market mutual funds and fixed-income securities or through our repurchase agreement program.
SVB Specialty Lending. SVB Specialty Lending provides banking products and services to our premium wine industry clients, including vineyard development loans, as well as community development loans made as part of our responsibilities under the Community Reinvestment Act.
SVB Analytics. SVB Analytics provides equity valuation services to companies and venture capital/private equity firms.
Debt Fund Investments. Debt Fund Investments include our investments in debt funds in which we are a strategic investor: (i) Gold Hill funds, which provide secured debt to private companies of all stages, and (ii) Partners for Growth funds, which provide secured debt primarily to mid-stage and late-stage companies.
SVB Private Bank
SVB Private Bank is the private banking division of the Bank, which provides a range of personal financial solutions for consumers. Our clients are primarily venture capital/private equity professionals and executive leaders of the innovation companies they support. We offer a customized suite of private banking services, including mortgages, home equity lines of credit, restricted stock purchase loans, capital call lines of credit, and other secured and unsecured lending. We also help our private banking clients meet their cash management needs by providing deposit account products and services, including checking, money market, certificates of deposit accounts, online banking, credit cards and other personalized banking services. We also launched, in late 2013, a new subsidiary of the Bank, SVB Wealth Advisory, which provides private wealth management services to individual clients.
SVB Capital
SVB Capital is the venture capital investment arm of SVB Financial Group, which focuses primarily on funds management. SVB Capital manages approximately $1.9 billion of funds on behalf of third-party limited partner investors, and on a more limited basis, SVB Financial Group. The SVB Capital family of funds is comprised of direct venture funds that invest in companies and funds of funds that invest in other venture capital funds. SVB Capital generates income for the Company primarily through investment returns (including carried interest) and management fees. Most of the funds managed by SVB Capital are consolidated into our financial statements. See Note 2-Summary of Significant Accounting Policies-Principles of Consolidation and Presentation of the Notes to the Consolidated Financial Statements under Part II, Item 8 in this report.
For more information about our three operating segments, including financial information and results of operations, see Management's Discussion and Analysis of Financial Condition and Results of Operations-Operating Segment Results under Part II, Item 7 in this report, and Note 20-Segment Reporting of the Notes to the Consolidated Financial Statements under Part II, Item 8 in this report.
Revenue Sources
Our total revenue is comprised of our net interest income and noninterest income. Net interest income on a fully taxable equivalent basis and noninterest income for the year ended December 31, 2013 were $699.1 million and $673.2 million, respectively.
Net interest income is primarily income generated from interest rate differentials. The difference between the interest rates received on interest-earning assets, such as loans extended to clients and securities held in our available-for-sale securities portfolio, and the interest rates paid by us on interest-bearing liabilities, such as deposits and borrowings, accounts for the major portion of our earnings. Our deposits are largely obtained from commercial clients within our technology, life science, venture capital and private equity industry sectors. Deposits are also obtained from the premium wine industry commercial clients and from our Private Bank clients. We do not obtain deposits from conventional retail sources.
Noninterest income is primarily income generated from our fee-based services and gains on our investments and derivative securities. We offer a wide range of fee-based financial services to our clients, including global commercial banking, private banking and other business services. Our ability to integrate and cross-sell our diverse financial services to our clients is a strength of our business model. Additionally, we hold available-for-sale, non-marketable and marketable investment securities. Subject to applicable regulatory requirements, we manage and invest in venture capital/private equity funds that invest directly in privately-held companies, as well as funds that invest in other venture capital/private equity funds. Gains on these investments

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are reported in our consolidated statements of income and include noncontrolling interest. See “Management's Discussion and Analysis of Financial Condition and Results of Operations-Noninterest Income-Gains on Investment Securities, Net” under Part II, Item 7 in this report. We also recognize gains from warrants to acquire stock in client companies, which we obtain in connection with negotiating credit facilities and certain other services.
We derive substantially all of our revenue from U.S. clients.  We derived less than 10 percent of our total revenues from foreign clients for each of 2013, 2012 and 2011.
Industry Niches
In each of the industry niches we serve, we provide services to meet the needs of our clients throughout their life cycles, beginning with the emerging, start-up stage.
Technology and Life Sciences
We serve a variety of clients in the technology and life science industries. Our technology clients tend to be in the industries of hardware (semiconductors, communications and electronics), software, cleantech (energy and resource innovation) and related services. 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. Our life science clients primarily tend to be in the industries of biotechnology and medical devices. A key component of our technology and life science business strategy is to develop relationships with clients at an early stage and offer them banking services that will continue to meet their needs as they mature and expand. We serve these clients primarily through three practices:
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.

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.

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.

Venture Capital/Private Equity
We provide financial services to clients in the venture capital/private equity community. Since our founding, we have cultivated strong relationships within the venture capital/private equity community, particularly with venture capital firms worldwide, many of which are also clients, facilitating deal flow to and from these firms.
Premium Wine
We are one of the leading providers of financial services to premium wine producers across the Western United States, primarily in California's Napa Valley, Sonoma County and Central Coast regions, and the Pacific Northwest. We focus on vineyards and wineries that produce grapes and premium wines.
Competition
The banking and financial services industry is highly competitive, and continues to evolve as a result of changes in regulation, technology, product delivery systems, and the general market and economic climate. Our current competitors include other banks, debt funds and specialty and diversified financial services intermediaries that offer lending, leasing, payments, investment, advisory and other financial products and services to our target client base. The principal competitive factors in our markets include product offerings, service, pricing, and transaction size and structure. Given our established market position within the

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client segments that we serve, and our ability to integrate and cross-sell our diverse financial services to extend the length of our relationships with our clients, we believe we compete favorably in all our markets in these areas.
Employees
As of December 31, 2013, we employed 1,704 full-time equivalent employees.
Supervision and Regulation
Our bank and bank holding company operations are subject to extensive regulation by federal and state regulatory agencies. This regulation is intended primarily for the stability of the US banking system as well as the protection of depositors and the Deposit Insurance Fund (DIF). This regulation is not intended for the benefit of our security holders. As a bank holding company and a financial holding company, SVB Financial is subject to primary inspection, supervision, regulation, and examination by the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended (BHC Act). The Bank, as a California state-chartered bank and a member of the Federal Reserve System, is subject to primary supervision and examination by the Federal Reserve Board, as well as the California Department of Business Oversight---Division of Financial Institutions (DBO). In addition, and to the extent provided by law, the Bank's deposits are insured by the Federal Deposit Insurance Corporation (FDIC) and the DIF. Our consumer banking activities are also subject to regulation by the Consumer Finance Protection Bureau (the CFPB). SVB Financial's other nonbank subsidiaries are subject to regulation by the Federal Reserve Board and other applicable federal and state regulatory agencies, including the SEC and the Financial Industry Regulatory Authority (FINRA). In addition, we are subject to regulation by certain foreign regulatory agencies in international jurisdictions where we may conduct business, including the U.K., Israel, India, Hong Kong and China. (See International Regulation below.)
The following discussion of statutes and regulations is a summary and does not purport to be complete. This discussion is qualified in its entirety by reference to the statutes and regulations referred to in this discussion. Regulators, Congress, state legislatures and international consultative bodies continue to enact rules, laws and policies to regulate the financial services industry and public companies and to protect consumers and investors. The nature of these laws and regulations and the effect of such policies on the Company's business cannot be predicted and in some cases, may have a material and adverse effect on our business, financial condition, and/or results of operations.

Regulation of Parent: SVB Financial

Under the BHC Act, SVB Financial, as a bank holding company, is subject to the Federal Reserve's regulation and its authority to, among other things:
Require periodic reports and such additional information as the Federal Reserve may require in its discretion;
Require the maintenance of certain levels of capital;
Restrict the ability of bank holding companies to service debt or to receive dividends or other distributions from their subsidiary banks;
Require prior approval for senior executive officer and director changes under certain circumstances;
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;
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;
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
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.

Bank holding companies are generally prohibited, except in certain statutorily prescribed instances including exceptions for financial holding companies, from acquiring direct or indirect ownership or control of more than 5% of the outstanding voting shares of any company that is not a bank or bank holding company and from engaging directly or indirectly in activities other than those of banking, managing or controlling banks, or furnishing services to its subsidiaries. However, subject to prior notice or Federal Reserve Board approval, bank holding companies may engage in, or acquire shares of companies engaged in, activities determined by the Federal Reserve Board to be so closely related to banking or managing or controlling banks as to be a proper

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incident thereto. As a financial holding company, SVB Financial may engage in these nonbanking activities and certain other broader securities, insurance, merchant banking and other activities that are determined to be financial in nature or are incidental or complementary to activities that are financial in nature without prior Federal Reserve approval, subject to the requirement imposed by the Dodd-Frank Act that SVB Financial will be required to obtain prior Federal Reserve approval in order to acquire a nonbanking company with more than $10 billion in consolidated assets.
Pursuant to the Gramm-Leach-Bliley Act of 1999 (GLBA), in order to elect and retain financial holding company status, all depository institution subsidiaries of a bank holding company must be well capitalized, well managed, and, except in limited circumstances, in satisfactory compliance with the Community Reinvestment Act (CRA). In addition, a financial holding company is also required to be well capitalized and well managed. Failure to sustain compliance with these requirements or correct any non-compliance within a fixed time could lead to divestiture of subsidiary banks or require all activities to conform to those permissible for a bank holding company.
Because we are a holding company, our rights and the rights of our creditors and security holders to participate in the assets of any of our subsidiaries upon the subsidiary's liquidation or reorganization will be subject to the prior claims of the subsidiary's creditors, except to the extent we may ourselves be a creditor with recognized claims against the subsidiary. In addition, there are various statutory and regulatory limitations on the extent to which the Bank can finance or otherwise transfer funds to us or to our non-bank subsidiaries, including certain investment funds to which the Bank serves as an investment adviser, whether in the form of loans or other extensions of credit, including a purchase of assets subject to an agreement to repurchase, securities investments, the borrowing or lending of securities to the extent that the transaction causes the Bank or a subsidiary to have credit exposure to the affiliate, or certain other specified types of transactions, as discussed in further detail below. Furthermore, loans and other extensions of credit by the Bank to us or any of our non-bank subsidiaries are required to be secured by specified amounts of collateral and are required to be on terms and conditions consistent with safe and sound banking practices.
SVB Financial is also treated as a bank holding company under the California Financial Code. As such, SVB Financial and its subsidiaries are subject to periodic examination by and may be required to file reports with the DBO.

Securities Registration and Listing
SVB Financial's securities are registered under the Securities Exchange Act of 1934, as amended (the Exchange Act), and listed on the NASDAQ Global Select Market. As such, SVB Financial is subject to the information, proxy solicitation, insider trading, corporate governance, and other requirements and restrictions of the Exchange Act, as well as the Marketplace Rules and other requirements promulgated by the Nasdaq Stock Market, Inc.
As a public company, SVB Financial is also subject to the accounting oversight and corporate governance requirements of the Sarbanes-Oxley Act of 2002, including, among other things, required executive certification of financial presentations, increased requirements for board audit committees and their members, and enhanced requirements relating to disclosure controls and procedures and internal control over financial reporting.

The Dodd-Frank Wall Street Reform and Consumer Protection Act
The events of the past several years led to numerous new laws and regulatory pronouncements in the United States and internationally for financial institutions. The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), enacted in 2010, is one of the most far reaching legislative actions affecting the financial services industry in decades and significantly restructures the financial regulatory regime in the United States. The Dodd-Frank Act broadly affects the financial services industry by creating new resolution authorities, requiring ongoing stress testing of capital, mandating higher capital and liquidity requirements, increasing regulation of executive and incentive-based compensation and requiring numerous other provisions aimed at strengthening the sound operation of the financial services sector depending, in part, on the size of the financial institution. Among other things, the Dodd-Frank Act provides for:
Capital standards applicable to bank holding companies may be no less stringent than those applied to insured depository institutions;
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;
Restrictions on a bank's ability to sponsor or invest in certain funds, including hedge or private equity funds;
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;
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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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;
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
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.

Many of the regulations to implement the Dodd-Frank Act have not yet been published for comment or adopted in final form and/or will take effect over several years, making it difficult to anticipate the overall financial impact on SVB Financial, our customers or the financial industry more generally. Individually and collectively, both proposed and final regulations resulting from the Dodd-Frank Act may materially and adversely affect our businesses, financial conditions and results of operations.

Regulation of Silicon Valley Bank
The Bank is a California state-chartered bank, a member and stockholder of the Federal Reserve and a member of the FDIC. The Bank is subject to primary supervision, periodic examination and regulation by the DBO and the Federal Reserve, as the Bank's primary federal regulator. In general, under the California Financial Code, California banks have all the powers of a California corporation, subject to the general limitation of state bank powers under the Federal Deposit Insurance Act to those permissible for national banks. Specific federal and state laws and regulations which are applicable to banks regulate, among other things, the scope of their business, their investments, their reserves against deposits, the timing of the availability of deposited funds and the nature and amount of and collateral for certain loans. The regulatory structure also gives the bank regulatory agencies extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. If, as a result of an examination, the DBO or the Federal Reserve should determine that the financial condition, capital resources, asset quality, earnings prospects, management, liquidity, or other aspects of the Bank's operations are unsatisfactory or that the Bank or its management is violating or has violated any law or regulation, the DBO and the Federal Reserve, and separately FDIC as insurer of the Bank's deposits, have residual authority to:
Require affirmative action to correct any conditions resulting from any violation or practice;
Require prior approval for senior executive officer and director changes;
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;
Restrict the Bank's growth geographically, by products and services, or by mergers and acquisitions;
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;
Restrict or prohibit the Bank from paying dividends or making other distributions to SVB Financial;
Remove officers and directors and assess civil monetary penalties; and
Take possession of and close and liquidate the Bank.

California law permits state chartered commercial banks to engage in any activity permissible for national banks. Therefore, the Bank may form subsidiaries to engage in the many so-called closely related to banking or nonbanking activities commonly conducted by national banks in operating subsidiaries, and further, the Bank may conduct certain financial activities in a subsidiary to the same extent as may a national bank, provided the Bank is and remains well-capitalized, well-managed and in satisfactory compliance with the CRA. The Bank continues to be in satisfactory compliance with the CRA.

Regulatory Capital
The federal banking agencies have adopted guidelines governing risk-based capital and allowable leverage capital levels for bank holding companies and banks that are expected to provide a measure of capital that reflects the degree of risk associated with a banking organization's operations for both transactions reported on the balance sheet as assets, such as loans, and those recorded as off-balance sheet items, such as commitments, letters of credit and recourse arrangements.
Under current capital guidelines, banking organizations are required to maintain certain minimum risk-based capital ratios, which are calculated by dividing a banking organization's qualifying capital by its risk-weighted assets (including both on- and off-balance sheet assets). Risk-weighted assets are calculated by assigning assets and off-balance sheet items to broad risk categories. Qualifying capital is classified depending on the type of capital. For SVB Financial:

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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.
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.

As a bank holding company, SVB Financial is subject to three capital ratios: a total risk-based capital ratio, a Tier 1 risk-based capital ratio and a Tier 1 leverage ratio. To be classified as adequately capitalized, the minimum required ratios for bank holding companies and banks are eight percent, four percent and four percent, respectively. Additionally, for SVB Financial to remain a financial holding company, the Bank must at all times be well-capitalized, which requires the Bank to have a total risk-based capital ratio, a Tier 1 risk-based capital ratio and a Tier 1 leverage ratio of at least ten percent, six percent and five percent, respectively. Moreover, maintaining SVB Financial at well-capitalized status provides certain benefits to SVB Financial, such as the ability to repurchase stock without prior regulatory approval (where otherwise regulatory approval would be required). To be well-capitalized, SVB Financial must at all times have a total risk-based and Tier 1 risk-based capital ratio of at least ten percent and six percent, respectively. There is no current Tier 1 leverage requirement for SVB Financial to be deemed well-capitalized. As of December 31, 2013, both SVB Financial and the Bank were considered well-capitalized for regulatory purposes under existing capital guidelines. New capital guidelines which will affect SVB Financial and the Bank in the future are discussed immediately below under the heading New Capital Rules.
SVB Financial is also currently subject to rules that govern the regulatory capital treatment of equity investments in non-financial companies made on or after March 13, 2000 and held under certain specified legal authorities by a bank or bank holding company. Under the rules, these equity investments are subject to a separate capital charge that reduces SVB Financial's Tier 1 capital and, as a result, removes these assets from being taken into consideration in establishing SVB Financial's required capital ratios discussed above.
Banking organizations must have appropriate capital planning processes, with proper oversight from the Board of Directors. Accordingly, pursuant to a separate supervisory letter from the Federal Reserve, bank holding companies are expected to conduct and document comprehensive capital adequacy analyses prior to the declaration of any dividends (on common stock, preferred stock, trust preferred securities or other Tier 1 capital instruments), capital redemptions or capital repurchases. Moreover, the federal banking agencies have adopted a joint agency policy statement, stating that the adequacy and effectiveness of a bank's interest rate risk management process and the level of its interest rate exposures are critical factors in the evaluation of the bank's capital adequacy. A bank with material weaknesses in its interest rate risk management process or high levels of interest rate exposure relative to its capital will be directed by the federal banking agencies to take corrective actions.

New Capital Rules
In July 2013, the FRB, FDIC and OCC published final rules establishing a new comprehensive capital framework for U.S. banking organizations.  The agencies believe that the new rule will result in capital requirements that better reflect banking organizations’ risk profiles.  The rules implement the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act. “Basel III” refers to various documents released by the Basel Committee on Banking Supervision.  The new rules become effective for SVB Financial and the Bank in January 2015, with some rules transitioned into full effectiveness over two to four years.  The new capital rules, among other things, introduce a new capital measure called “Common Equity Tier 1” (“CET1”), increased minimum capital adequacy standards as measured by leverage and Tier 1 capital ratios, changed the risk-weightings of certain on- and off-balance sheet assets for purposes of risk-based capital ratios, created an additional capital conservation buffer over the required capital ratios, and limit what qualifies as capital for purposes of meeting the various capital requirements.  In addition, the Bank will be required to demonstrate its ability to survive certain stress tests and remain well-capitalized. Bank holding companies with total consolidated assets between $10 billion and $50 billion and state member banks with total consolidated assets of more than $10 billion, such as SVB Financial Group and the Bank, are now generally required to undergo annual company-run stress tests, the results of which could require us to take certain actions, including raising additional capital. We will be required to make summaries of the results of the company-run stress tests available to the public starting in June 2015.
Under the new capital rules, CET1 is defined as common stock, plus related surplus, and retained earnings plus limited amounts of minority interest in the form of common stock, less the majority of the regulatory deductions.  The new capital rules, like the current capital rules, specify that total capital consists of Tier 1 capital and Tier 2 capital.  Tier 1 capital for SVB Financial and the Bank consists of common stock, plus related surplus and retained earnings.  Tier 2 capital for SVB Financial

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and the Bank currently includes the entire amount of our allowance for loan and lease losses (“ALLL”); however, the includable amount of ALLL could be limited in the future if the ALLL amount exceeds 1.25% of risk-weighted assets. 
The new capital rules require a number of changes to regulatory capital deductions and adjustments, subject to a two-year transition period.  One such change relates to accumulated other comprehensive income.  Under current capital rules, the effects of accumulated other comprehensive income or loss items included in shareholders’ equity are reversed for the purposes of determining regulatory capital ratios.  Under the new capital rules, the effects of certain accumulated other comprehensive items are not excluded; however, non-advanced approaches banking organizations, including SVB Financial and the Bank, may make a one-time permanent election to continue to exclude these items.  Management is considering the merits of this opt-out provision to reduce the impact of market volatility on its regulatory capital levels.
 The new capital rules also include changes in the risk-weighting of assets to better reflect credit risk and other risk exposure and requires higher tangible common equity components of capital.  These include a 150% risk weight (up from 100%) for certain high volatility commercial real estate acquisition, development and construction loans and for non-residential mortgage loans that are 90 days past due or otherwise in nonaccrual status and a 20% (up from 0%) credit conversion factor for the unused portion of a commitment with an original maturity of one year or less that is not unconditionally cancellable (currently set at 0%).    
Under the new capital rules, the minimum capital ratios as of January 1, 2015 will be as follows:

4.5% CET1 to risk-weighted assets
6.0% Tier 1 capital to risk-weighted assets
8.0% Total capital to risk-weighted assets
4% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known as the “leverage ratio”)
The new capital rules will require SVB Financial and the Bank to meet a capital conservation buffer requirement in order to avoid constraints on capital distributions, such as dividends and equity repurchases, and certain bonus compensation for executive officers.  To meet the requirement when it is fully phased in, the organization must maintain an amount of CET1 capital that exceeds the buffer level of 2.5% above each of the minimum risk-weighted asset ratios.  The requirement will be phased in over a four year period, starting January 1, 2016, when the amount of such capital must exceed the buffer level of 0.625%.  The buffer level will increase by 0.625% each year until it reaches 2.5% on January 1, 2019.  When the capital conservation buffer requirement is fully phased in, to avoid constraints, a banking organization must maintain the following capital ratios: (1) CET1 to risk-weighted assets more than 7.0%, (ii) Tier 1 capital to risk-weighted assets more than 8.5%, and (iii) total capital (Tier 1 plus Tier 2) to risk-weighted assets more than 10.5%.
With respect to the Bank, the new capital rules also revise the “prompt corrective action” regulations effective January 1, 2015, by (i) introducing a CET1 ratio requirement at each level (other than critically undercapitalized), with the required CET1 ratio being 6.5% for well-capitalized status; (ii) increasing the minimum Tier 1 capital ratio requirement for each category, with the minimum Tier 1 capital ratio for well-capitalized status being 8% (as compared to the current 6%); and (iii) eliminating the current provision that provides that a bank with a composite supervisory rating of 1 may have a 3% leverage ratio and still be adequately capitalized.  The new capital rules do not change the total risk-based capital requirement for any “prompt corrective action” category.    See “Prompt Corrective Action and Other General Enforcement Authority” below.
Although we continue to evaluate the impact that the new capital rules will have on SVB Financial and the Bank, we currently anticipate the Bank will remain well-capitalized under the new capital rules, and that SVB Financial and the Bank will meet the capital conservation buffer requirement.

Proprietary Trading and Certain Relationships with Hedge Funds and Private Equity Funds
The Volcker Rule under the Dodd-Frank Act restricts, among other things, a bank's proprietary trading activities and a bank's ability to sponsor or invest in certain funds, including hedge or private equity funds. On December 10, 2013, the federal banking regulatory agencies adopted final rules Implementing the Volcker Rule. The final rules will become effective on April 1, 2014, and include a schedule for affected entities to bring their activities and investments into conformance with the prohibitions and restrictions of the Volcker Rule.
Subject to certain exceptions, the Volcker Rule prohibits a banking entity from engaging in proprietary trading, which is defined as engaging as principal for the trading account of the banking entity in securities or other instruments. Certain forms of proprietary trading may qualify as permitted activities, and thus not be subject to the ban on proprietary trading, such as trading in U.S. government or agency obligations, or certain other U.S. state or municipal obligations, and the obligations of Fannie Mae, Freddie Mac or Ginnie Mae. Based on this definition and the exceptions provided under the recently-issued regulations, we do not believe that we engage in any proprietary trading that would be prohibited under the Volcker Rule.

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Additionally, subject to certain exceptions, the rule prohibits a banking entity from sponsoring or investing in “covered funds,” which includes private equity or hedge funds.  One such exception permits a banking entity to sponsor and invest in a covered fund that it organizes on behalf of its customers, provided that additional requirements are met.  These investments, along with investments in covered funds that are not sponsored by the banking entity, are limited to three percent of each covered fund and in no case may the aggregate investments of a banking entity in all such funds comprise more than three percent of the institution's Tier 1 capital.
Under the final rules, the Volcker Rule prohibitions and restrictions will apply to SVB Financial, the Bank and any affiliate of SVB Financial or the Bank (including the SVB Capital funds).  SVB Financial maintains investments in certain venture capital and private equity funds that it did not organize; maintains investments in funds that exceed three percent of each such fund’s total commitments; and its aggregate investments in covered funds may exceed three percent of its Tier 1 capital.  SVB Financial (including its affiliates) expects, therefore, that it will be required to reduce the level of its investments in covered funds and to forego investment opportunities in certain funds in the future.  SVB Financial is generally required by the final rules to come into conformance with all these requirements by July 2015.  The time period to divest an investment that is not permitted by the final rule may be extended by the Federal Reserve Board, on a case-by-case basis, for up to two one-year extensions, and up to one additional five-year extension for investments that are considered illiquid.  We intend to seek the maximum extensions (up to July 2022) available to us.  However, there is no guaranty that the Federal Reserve Board will grant any of these extensions.
We currently estimate that our total venture capital and private equity fund investments deemed to be prohibited covered fund interests and therefore subject to the Volcker Rule restrictions, have, as of December 31, 2013, an aggregate carrying value of approximately $282 million (and an aggregate fair value of $348 million). These covered fund interests are comprised of interests attributable, solely, to the Company in our consolidated managed funds and certain of our non-marketable securities.
We continue to assess the financial impact of these rules on our fund investments, as well as the impact of other Volcker restrictions on other areas of our business. (See “Risk Factors” under Item 1A of Part I above.)

Prompt Corrective Action and Other General Enforcement Authority
State and federal banking agencies possess broad powers to take corrective and other supervisory action against an insured bank and its holding company. Federal laws require each federal banking agency to take prompt corrective action to resolve the problems of insured banks.
Each federal banking agency has issued regulations defining five categories in which an insured depository institution will be placed, based on the level of its capital ratios: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. At each successive lower capital category, an insured bank is subject to more restrictions, including restrictions on the bank's activities, operational practices or the ability to pay dividends. Based upon its capital levels, a bank that is classified as well-capitalized, adequately capitalized, or undercapitalized may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for hearing, determines that an unsafe or unsound condition, or an unsafe or unsound practice, warrants such treatment.
In addition to measures taken under the prompt corrective action provisions, bank holding companies and insured banks may be subject to potential enforcement actions by the federal regulators for unsafe or unsound practices in conducting their business, or for violation of any law, rule, regulation, condition imposed in writing by the agency or term of a written agreement with the agency. In more serious cases, enforcement actions may include the appointment of a conservator or receiver for the bank; the issuance of a cease and desist order that can be judicially enforced; the termination of the bank's deposit insurance; the imposition of civil monetary penalties; the issuance of directives to increase capital; the issuance of formal and informal agreements; the issuance of removal and prohibition orders against officers, directors, and other institution-affiliated parties; and the enforcement of such actions through injunctions or restraining orders based upon a judicial determination that the agency would be harmed if such equitable relief was not granted.
The FDIC may terminate a depository institution's deposit insurance upon a finding that the institution's financial condition is unsafe or unsound or that the institution has engaged in unsafe or unsound practices that pose a risk to the DIF or that may prejudice the interest of a bank's depositors. The termination of deposit insurance for a bank would also result in the revocation of the Bank's charter by the DBO.

Safety and Soundness Guidelines
Banking regulatory agencies have adopted guidelines to assist in identifying and addressing potential safety and soundness concerns before capital becomes impaired. The guidelines establish operational and managerial standards generally relating to: (1) internal controls, information systems, and internal audit systems; (2) loan documentation; (3) credit underwriting; (4) interest-rate exposure; (5) asset growth and asset quality; and (6) compensation, fees and benefits. In addition, the banking regulatory agencies have adopted safety and soundness guidelines for asset quality and for evaluating and monitoring earnings to ensure that earnings are sufficient for the maintenance of adequate capital and reserves.

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Restrictions on Dividends
Dividends from the Bank constitute one of the primary sources of cash for SVB Financial. The Bank is subject to various federal and state statutory and regulatory restrictions on its ability to pay dividends, including applicable provisions of the California Financial Code and the prompt corrective action regulations. In addition, the banking agencies have the authority to prohibit the Bank from paying dividends, depending upon the Bank's financial condition, if such payment is deemed to constitute an unsafe or unsound practice. Furthermore, under the federal prompt corrective action regulations, the Federal Reserve Board may prohibit a bank holding company from paying any dividends if the holding company's bank subsidiary is classified as undercapitalized.
It is the Federal Reserve's policy that bank holding companies should generally pay dividends on common stock only out of income available over the past year, and only if prospective earnings retention is consistent with the organization's expected future needs and financial condition. It is also the Federal Reserve's policy that bank holding companies should not maintain dividend levels that undermine their ability to be a source of strength to its banking subsidiaries. Additionally, in consideration of the current financial and economic environment, the Federal Reserve has indicated that bank holding companies should carefully review their dividend policy and has discouraged payment ratios that are at maximum allowable levels unless both asset quality and capital are very strong.

Transactions with Affiliates
Transactions between the Bank and its operating subsidiaries (such as SVB Securities and SVB Asset Management) on the one hand, and the Bank's affiliates (such as SVB Financial, SVB Analytics, or an entity affiliated with SVB Capital) on the other, are subject to restrictions imposed by federal and state law, designed to protect the Bank and its subsidiaries from engaging in unfavorable behavior with their affiliates. The Dodd-Frank Act further extended the definition of an affiliate to include any investment fund to which the Bank or an affiliate serves as an investment adviser. More specifically, these restrictions, contained in the Federal Reserve's Regulation W, prevent SVB Financial and other affiliates from borrowing from, or entering into other credit transactions with, the Bank or its operating subsidiaries unless the loans or other credit transactions are secured by specified amounts of collateral. All loans and credit transactions and other covered transactions by the Bank and its operating subsidiaries with any one affiliate are limited, in the aggregate, to 10% of the Bank's capital and surplus; and all loans and credit transactions and other covered transactions by the Bank and its operating subsidiaries with all affiliates are limited, in the aggregate, to 20% of the Bank's capital and surplus. For this purpose, a covered transaction generally includes, among other things, a loan or extension of credit to an affiliate, including a purchase of assets subject to an agreement to repurchase; a purchase of or investment in securities issued by an affiliate; the acceptance of a security issued by an affiliate as collateral for an extension of credit to any borrower; the borrowing or lending of securities where the Bank has credit exposure to the affiliate; the acceptance of other debt obligations of an affiliate as collateral for a loan to a third party; any derivative transaction that causes the Bank to have credit exposure to an affiliate; and the issuance of a guarantee, acceptance, or letter of credit on behalf of an affiliate. After a transition period, the Dodd-Frank Act treats credit exposure from derivative transactions as a covered transaction. It expands the transactions for which collateral is required to be maintained, and for all such transactions, it requires collateral to be maintained at all times. In addition, the Volcker Rule under the Dodd-Frank Act establishes certain restrictions and requirements (known as Super 23A and Super 23B) on transactions between a covered fund and a banking entity that serves as an investment manager, investment adviser, organizer and offeror, or sponsor with respect to that covered fund, regardless whether the banking entity has an ownership interest in the fund.

Loans to Insiders
Extensions of credit by the Bank to insiders of both the Bank and SVB Financial are subject to prohibitions and other restrictions imposed by the Federal Reserve's Regulation O. For purposes of these limits, insiders include directors, executive officers and principal stockholders of the Bank or SVB Financial and their related interests. The term related interest means a company controlled by a director, executive officer or principal stockholder of the Bank or SVB Financial. The Bank may not extend credit to an insider of the Bank or SVB Financial unless the loan is made on substantially the same terms as, and subject to credit underwriting procedures that are no less stringent than, those prevailing at the time for comparable transactions with non-insiders. Under federal banking regulations, the Bank may not extend credit to insiders in an amount, when aggregated with all other extensions of credit, is greater than $500,000 without prior approval from the Banks Board of Directors approval (with any interested person abstaining from participating directly or indirectly in the voting). California law, the federal regulations and the Dodd-Frank Act place additional restrictions on loans to insiders, and generally prohibit loans to executive officers other than for certain specified purposes. The Bank is required to maintain records regarding insiders and extensions of credit to them.
 
Premiums for Deposit Insurance
The FDIC insures our customer deposits through the DIF up to prescribed limits for each depositor. In recent years, due to higher levels of bank failures, the FDIC's resolution costs increased, which depleted the DIF. In order to restore the DIF to its

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statutorily mandated minimum of 1.35% of total deposits, the FDIC has increased deposit insurance premium rates. The FDIC must seek to achieve the 1.35% ratio by September 30, 2020. Insured institutions with assets of $10 billion or more, such as the Bank, are responsible for funding the increase. The Bank bases its assessment rate on a risk-based scorecard calculation provided by the FDIC. In addition, the FDIC retains the authority to further increase the Banks assessment rates and the FDIC has established a higher reserve ratio of 2% as a long-term goal which goes beyond what is required by statute. Continued increases in our FDIC insurance premiums could have an adverse effect on the Banks results of operations. In 2013, we paid $12.8 million in assessments to the FDIC.

Other Regulations
The Bank is subject to many federal consumer protection statutes and regulations, such as the CRA, the Equal Credit Opportunity Act, the Truth in Lending Act, the Foreign Account Tax Compliance Act, the National Flood Insurance Act, the Fair Credit Reporting Act, as amended by the Fair and Accurate Credit Transaction Act and various federal and state privacy protection laws. In addition, the CFPB has the authority to conduct examinations for all depository institutions with total assets of $10 billion, which includes the Bank. The CFPBs mandate is to ensure that consumer financial practices at large banks, such as the Bank, confirm with consumer financial protection legal requirements. The CFPBs authority includes the ability to examine all subsidiaries and affiliates of the Bank as well. Penalties for violating these laws could subject the Bank to lawsuits and could also result in administrative penalties, including, fines and reimbursements and orders to halt expansion/existing activities. The CFPB has broad authority to institute various enforcement actions, including investigations, civil actions, cease and desist proceedings and the ability to refer criminal findings to the Department of Justice. The Bank and SVB Financial are also subject to federal and state laws prohibiting unfair, corrupt or fraudulent business practices, untrue or misleading advertising and unfair competition.
Regulations have also significantly expanded the anti-money laundering and financial transparency laws, including the Bank Secrecy Act. Material deficiencies in anti-money laundering compliance can result in public enforcement actions by the banking agencies, including the imposition of civil money penalties and supervisory restrictions on growth and expansion. Such enforcement actions could also have serious reputation consequences for SVB Financial and the Bank.
In recent years, examination and enforcement by the state and federal banking agencies for non-compliance with consumer protection laws and their implementing regulations have increased and become more intense. The advent of the CFPB further heightens oversight and review of compliance with consumer protection laws and regulations. Due to these heightened regulatory concerns and new powers and authority of the CFPB, the Bank and its affiliates may incur additional compliance costs or be required to expend additional funds for investments in their local community.

Regulation of Certain Subsidiaries
SVB Asset Management is registered with the SEC under the Investment Advisers Act of 1940, as amended, and is subject to its rules and regulations. SVB Securities is registered as a broker-dealer with the SEC and is subject to regulation by the SEC and FINRA. SVB Securities is also a member of the Securities Investor Protection Corporation. As a broker-dealer, it is subject to Rule 15c3-1 under the Securities Exchange Act of 1934, as amended, which is designed to measure the general financial condition and liquidity of a broker-dealer. Under this rule, SVB Securities is required to maintain the minimum net capital deemed necessary to meet its continuing commitments to customers and others. Under certain circumstances, this rule could limit the ability of the Bank to withdraw capital from SVB Securities. In addition, following completion of various studies on investment advisers and broker-dealers required by the Dodd-Frank Act, the SEC has, among other things, recommended to Congress that it consider various means to enhance the SEC's examination authority over investment advisers, which may have an impact on SVB Asset Management that we cannot currently assess.

International Regulation
Our international-based subsidiaries and global activities, including our banking branch in the United Kingdom, our joint venture bank in China and our non-bank financial company in India, are subject to the respective laws and regulations of those countries and the regions in which they operate. This includes laws and regulations promulgated by, but not limited to, the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, the China Banking Regulatory Commission, the Hong Kong Monetary Authority and the Reserve Bank of India.

Available Information
We make available free of charge through our Internet website, http://www.svb.com, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. The contents of our website are not incorporated herein by reference and the website address provided is intended to be an inactive textual reference only.

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ITEM 1A.
RISK FACTORS
Our business faces significant risks, including credit, market/liquidity, operational, legal/regulatory and strategic/reputation risks. The factors described below may not be the only risks we face and are not intended to serve as a comprehensive listing or be applicable only to the category of risk under which they are disclosed. The risks described below are generally applicable to more than one of the following categories of risks. Additional risks that we do not yet know of or that we currently think are immaterial may also impair our business operations. If any of the events or circumstances described in the following factors actually occurs, our business, financial condition and/or results of operations could be materially and adversely affected.
Credit Risks
Because of the credit profile of our loan portfolio, our levels of nonperforming assets and charge-offs can be volatile. We may need to make material provisions for loan losses in any period, which could reduce net income and/or increase net losses in that period.
Our loan portfolio has a credit profile different from that of most other banking companies. The credit profile of our clients varies across our loan portfolio, based on the nature of the lending we do for different market segments. In our portfolios for emerging, early-stage and mid-stage companies, many of our loans are made to companies with modest or negative cash flows and/or no established record of profitable operations. Repayment of these loans may be dependent upon receipt by borrowers of additional equity financing from venture capitalists or others, or in some cases, a successful sale to a third party, public offering or other form of liquidity event. Over the past years, overall economic conditions have improved, particularly since the financial crisis of 2008. Venture capital financing activity, as well as M&As and IPOs - activities on which venture capital firms rely to “exit” investments to realize returns --- have increased to healthier levels. If current economic conditions weaken or do not continue to improve, such activities may slow down in a meaningful manner, which may impact the financial health of our client companies. In such case, venture capital firms may provide financing in a more selective manner, at lower levels, and/or on less favorable terms, any of which may have an adverse effect on our borrowers that are otherwise dependent on such financing to repay their loans to us. Moreover, collateral for many of our loans often includes intellectual property, which is difficult to value and may not be readily salable in the case of default. Because of the intense competition and rapid technological change that characterizes the companies in the technology and life science industry sectors, a borrower's financial position can deteriorate rapidly.
Some of our loans to our Corporate Finance and other larger clients may be made to companies with greater levels of debt relative to their equity. We have been continuing to increase our efforts to lend to larger corporate and private equity clients, as well as to underwrite larger loans. These larger loans include loans equal to or greater than $20 million to a single client, which has over time represented, and continues to represent, an increasingly larger proportion of our total loan portfolio. Additionally, in recent periods, we have increased our efforts to make sponsor-led buyout loans, which are leveraged buyout or recapitalization financings that are typically sponsored by our private equity clients. These buyout loans tend to be larger in size, many of which individually are greater than $20 million. Increasing our loan commitments, especially larger loans, could increase the impact on us of any single borrower default.
We may also enter into financing arrangements with our clients, the repayment of which may be dependent on third parties' financial condition or ability to meet their payment obligations.  For example, we enter into factoring arrangements which are secured by our clients' accounts receivable from third parties with whom they do business. Or, we make loans secured by letters of credit issued by other third party banks, or we enter into letters of credit discounting arrangements, the repayment of which may be dependent on the reimbursement by third party banks. These third parties may not meet their financial obligations to our clients or to us, which could have an adverse impact on us.
In our portfolio of venture capital and private equity firm clients, many of our clients have lines of credit, the repayment of which is dependent on the payment of capital calls or management fees by the underlying limited partner investors in the funds managed by these firms. In recent periods, we have increased our efforts to make these capital call lines of credit. These limited partner investors may face liquidity issues or have difficulties meeting their financial commitments, especially during unstable economic times, which may lead to our clients' inability to meet their repayment obligations to us.
We also lend primarily to venture capital/private equity professionals through our Private Bank. These individual clients may face difficulties meeting their financial commitments, especially during a challenging economic environment, and may be unable to repay their loans. We also lend to premium wineries and vineyards through our wine practice. Repayment of loans made to these clients may be dependent on overall wine demand and sales, or other sources of financing or income (which may be adversely affected by a challenging economic environment), and overall grape supply (which may be adversely affected by poor weather, drought, or other natural conditions). In January 2014, Governor Jerry Brown declared a drought emergency for the state of California due to extreme low levels of rainfall. Most of our clients’ wineries and vineyards are based in California. The drought and any restrictions on water usage may have a material adverse affect on our borrowing clients and their ability to repay their loans.

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See “Loans” under “Management's Discussion and Analysis of Financial Condition and Results of Operations --- Consolidated Financial Condition” under Item 7 of Part II of this report.
Based on the credit profile of our overall loan portfolio, our level of nonperforming loans, loan charge-offs and allowance for loan losses can be volatile and can vary materially from period to period. Increases in our level of nonperforming loans or loan charge-offs may require us to increase our provision for loan losses in any period, which could reduce our net income or cause net losses in that period. Additionally, such increases in our level of nonperforming loans or loan charge-offs may also have an adverse effect on our capital ratios, credit ratings and market perceptions of us.
Our allowance for loan losses is determined based upon both objective and subjective factors, and may not be adequate to absorb loan losses.
As a lender, we face the risk that our client borrowers will fail to pay their loans when due. If borrower defaults cause large aggregate losses, it could have a material adverse effect on our business, results of operations and financial condition. We reserve for such losses by establishing an allowance for loan losses, the increase of which results in a charge to our earnings as a provision for loan losses. We have established an evaluation process designed to determine the adequacy of our allowance for loan losses. While this evaluation process uses historical and other objective information, the classification of loans and the forecasts and establishment of loan losses are also dependent on our subjective assessment based upon our experience and judgment. Actual losses are difficult to forecast, especially if such losses stem from factors beyond our historical experience or are otherwise inconsistent or out of pattern with regards to our credit quality assessments. There can be no assurance that our allowance for loan losses will be sufficient to absorb future loan losses or prevent a material adverse effect on our business, financial condition and results of operations.
The borrowing needs of our clients may be unpredictable, especially during a challenging economic environment. We may not be able to meet our unfunded credit commitments, or adequately reserve for losses associated with our unfunded credit commitments, which could have a material adverse effect on our business, financial condition, results of operations and reputation.
A commitment to extend credit is a formal agreement to lend funds to a client as long as there is no violation of any condition established under the agreement. The actual borrowing needs of our clients under these credit commitments have historically been lower than the contractual amount of the commitments. A significant portion of these commitments expire without being drawn upon. Because of the credit profile of our clients, we typically have a substantial amount of total unfunded credit commitments, which is reflected off our balance sheet. See Note 17 – “Off-Balance Sheet Arrangements, Guarantees and Other Commitments” of the “Notes to Consolidated Financial Statements” under Part II, Item 8 of this report for additional details. Actual borrowing needs of our clients may exceed our expected funding requirements, especially during a challenging economic environment when our client companies may be more dependent on our credit commitments due to the lack of available credit elsewhere, the increasing costs of credit, or the limited availability of financings from more discerning and selective venture capital/private equity firms. In addition, limited partner investors of our venture capital/private equity fund clients may fail to meet their underlying investment commitments due to liquidity or other financing issues, which may impact our clients' borrowing needs. Any failure to meet our unfunded credit commitments in accordance with the actual borrowing needs of our clients may have a material adverse effect on our business, financial condition, results of operations and reputation.
Additionally, we establish a reserve for losses associated with our unfunded credit commitments. The level of the reserve for unfunded credit commitments is determined by following a methodology similar to that used to establish our allowance for loan losses in our funded loan portfolio. The reserve is based on credit commitments outstanding, credit quality of the loan commitments, and management's estimates and judgment, and is susceptible to significant changes. There can be no assurance that our reserve for unfunded credit commitments will be adequate to provide for actual losses associated with our unfunded credit commitments. An increase in the reserve for unfunded credit commitments in any period may result in a charge to our earnings, which could reduce our net income or increase net losses in that period.
Market/Liquidity Risks
Our current level of interest rate spread may decline in the future. Any material reduction in our interest rate spread, or a sustained period of low market interest rates, could have a material adverse effect on our business, results of operations or financial condition.
A major portion of our net income comes from our interest rate spread, which is the difference between the interest rates paid by us on amounts used to fund assets and the interest rates and fees we receive on our interest-earning assets. We fund assets using deposits and other borrowings. While we offer interest-bearing deposit products, a majority of our deposit balances are from our noninterest bearing products. Our interest-earning assets include loans extended to our clients, securities held in our investment portfolio, and excess cash held to manage short-term liquidity. Overall, the interest rates we pay on our interest-bearing liabilities and receive on our interest-earning assets, and our level of interest rate spread, could be affected by a variety

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of factors, including changes in market interest rates, competition, regulatory requirements, and a change over time in the mix of the types of loans, investment securities, deposits and other liabilities on our balance sheet.
Changes in key variable market interest rates, such as the Federal Funds, Prime, LIBOR or Treasury rates, generally impact our interest rate spread. While changes in interest rates do not produce equivalent changes in the revenues earned from our interest-earning assets and the expenses associated with our interest-bearing liabilities, increases in market interest rates will nevertheless likely cause our interest rate spread to increase. Conversely, if interest rates decline, our interest rate spread will likely decline. Sustained low levels of market interest rates, as we have been experiencing, could continue to place downward pressure on our net income levels. Unexpected or further interest rate changes may adversely affect our business forecasts and expectations. Interest rates are highly sensitive to many factors beyond our control, such as inflation, recession, global economic disruptions, unemployment and the fiscal and monetary policies of the federal government and its agencies.
Any material reduction in our interest rate spread or the continuation of sustained low levels of market interest rates could have a material adverse effect on our business, results of operations and financial condition.
Liquidity risk could impair our ability to fund operations and jeopardize our financial condition.
Liquidity is essential to our business, both at the SVB Financial and the Bank level. We require sufficient liquidity to meet our expected financial obligations, as well as unexpected requirements stemming from client activity and market changes. Primary liquidity resources for SVB Financial include cash flow from investments and interest in financial assets held by operating subsidiaries other than the Bank; to the extent declared, dividends from the Bank, its main operating subsidiary; and as needed, periodic capital market transactions offering debt and equity instruments in the public and private markets. Client deposits are the primary source of liquidity for the Bank. When needed, wholesale borrowing capacity supplements our liquidity in the form of short- and long-term borrowings secured by our portfolio of high quality investment securities, long-term capital market debt issuances and, finally, through unsecured overnight funding channels available to us in the Fed Funds market. An inability to maintain or raise funds through these sources could have a substantial negative effect, individually or collectively, on SVB Financial and the Bank's liquidity. Our access to funding sources in amounts adequate to finance our activities, or on terms attractive to us, could be impaired by factors that affect us specifically or the financial services industry in general. Factors that could detrimentally impact our access to liquidity sources include an increase in costs of capital in financial capital markets, a decrease in the level of our business activity due to a market downturn or adverse regulatory action against us, or a decrease in depositor or investor confidence in us. Our ability to borrow could also be impaired by factors that are not specific to us, such as a severe volatility or disruption of the financial markets or negative views and expectations about the prospects for the financial services industry as a whole. Any failure to manage our liquidity effectively could have a material adverse effect on our financial condition.
Additionally, our credit ratings are important to our liquidity and our business. A reduction in our credit ratings could adversely affect our liquidity and competitive position, increase our borrowing costs, and limit our access to the capital markets. Moreover, a reduction in our credit ratings could increase the interest rates we pay on deposits, or adversely affect perceptions about our creditworthiness and business, or our overall reputation. Any damage to our reputation can also have an adverse affect on our liquidity and our business.
Equity warrant assets, venture capital and private equity funds and direct equity investment portfolio gains or losses depend upon the performance of the portfolio investments and the general condition of the public and private equity and M&A markets, which are uncertain and may vary materially by period.
In connection with negotiated credit facilities and certain other services, we often obtain equity warrant assets giving us the right to acquire stock in private, venture-backed companies in the technology and life science industries. We have also made investments through SVB Financial or our SVB Capital family of funds primarily in venture capital funds and direct investments in companies, many of which are required to be carried at fair value. The fair value of these warrants and investments are reflected in our financial statements and are adjusted on a quarterly basis. Fair value changes are generally recorded as unrealized gains or losses through consolidated net income. The timing and amount of changes in fair value, if any, of these financial instruments depend upon factors beyond our control, including the performance of the underlying companies, fluctuations in the market prices of the preferred or common stock of the underlying companies, the timing of our receipt of relevant financial information, general volatility and interest rate market factors, and legal and contractual restrictions. The timing and amount of our realization of actual net proceeds, if any, from our disposition of these financial instruments depend upon various factors, some of which are beyond our control. Those factors include the level of IPO and M&A activity (or other “exit” activity), legal and contractual restrictions on our ability to sell equity positions held (including the expiration of any “lock-up” agreements), the perceived and actual performance and future value of the underlying portfolio companies, the current valuation of the financial instruments, the timing of any actual dispositions, and overall market conditions. Because of the inherent variability of these financial instruments and the markets in which they are bought and sold, the fair market value of these financial instruments might increase or decrease materially, and the net proceeds realized upon disposition might be different than the then-current recorded fair market value.

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We cannot predict future realized or unrealized gains or losses, and any such gains or losses are likely to vary materially from period to period. Additionally, the value of our equity warrant asset portfolio depends on, among other things, the underlying value of the issuing companies, which may also vary materially from period to period. See Note 12 – “Derivative Financial Instruments" of the “Notes to Consolidated Financial Statements” under Part II, Item 8 of this report for additional details.
Public equity offerings and mergers and acquisitions involving our clients or a slowdown in venture capital investment levels may reduce the borrowing needs of our clients, which could adversely affect our business, results of operations and financial condition.
While an active market for public equity offerings and mergers and acquisitions generally has positive implications for our business, one negative consequence is that our clients may pay off or reduce their loans with us if they complete a public equity offering, are acquired by or merge with another entity or otherwise receive a significant equity investment. Moreover, our capital call lines of credit are typically utilized by our venture capital/private equity fund clients to make investments prior to receipt of capital called from their respective limited partners. A slowdown in overall venture capital investment levels may reduce the need for our clients to borrow from our capital call lines of credit. Any significant reduction in the outstanding amounts of our loans or under our lines of credit could have a material adverse effect on our business, results of operations and financial condition.
Operational Risks
If we fail to retain our key employees or recruit new employees, our growth and results of operations could be adversely affected.
We rely on key personnel, including a substantial number of employees who have technical expertise in their subject matter area and/or a strong network of relationships with individuals and institutions in the markets we serve. In addition, as we expand in international markets, we will need to hire local personnel within those markets. If we were to have less success in recruiting and retaining these employees than our competitors, for reasons including domestic or foreign regulatory restrictions on compensation practices or the availability of more attractive opportunities elsewhere, our growth and results of operations could be adversely affected.
Moreover, equity awards are an important component of our compensation program, especially for our executive officers and other members of senior management. The extent of available equity for such awards is subject to stockholder approval. If we do not have sufficient shares to grant to existing or new employees, there could be an adverse effect on our recruiting and retention efforts, which could impact our growth and results of operations.
The occurrence of fraudulent activity, breaches of our information security or cybersecurity-related incidents could have a material adverse effect on our business, financial condition and results of operations.
As a financial institution, we are susceptible to fraudulent activity, information security breaches and cybersecurity-related incidents that may be committed against us or our clients, which may result in financial losses or increased costs to us or our clients, disclosure or misuse of our information or our client information, misappropriation of assets, privacy breaches against our clients, litigation, or damage to our reputation. Such fraudulent activity may take many forms, including check fraud, electronic fraud, wire fraud, phishing, social engineering and other dishonest acts. Information security breaches and cybersecurity-related incidents may include fraudulent or unauthorized access to systems used by us or our clients, denial or degradation of service attacks, and malware or other cyber-attacks. In recent periods, there continues to be a rise in electronic fraudulent activity, security breaches and cyber-attacks within the financial services industry, especially in the commercial banking sector due to cyber criminals targeting commercial bank accounts. Consistent with industry trends, we have also experienced an increase in attempted electronic fraudulent activity, security breaches and cybersecurity-related incidents in recent periods. Moreover, in recent months, several large corporations, including retail companies, have suffered major data breaches, where in some cases, exposing sensitive financial and other personal information of their customers and subjecting them to potential fraudulent activity. Some of our clients may have been affected by these breaches, which increase their risks of identity theft, credit card fraud and other fraudulent activity that could involve their accounts with us.
Information pertaining to us and our clients is maintained, and transactions are executed, on the networks and systems of us, our clients and certain of our third party partners, such as our online banking or reporting systems. The secure maintenance and transmission of confidential information, as well as execution of transactions over these systems, are essential to protect us and our clients against fraud and security breaches and to maintain our clients' confidence. Increases in criminal activity levels and sophistication, advances in computer capabilities, new discoveries, vulnerabilities in third-party technologies (including browsers and operating systems) or other developments could result in a compromise or breach of the technology, processes and controls that we use to prevent fraudulent transactions and to protect data about us, our clients and underlying transactions, as well as the technology used by our clients to access our systems. Although we have developed, and continue to invest in, systems and processes that are designed to detect and prevent security breaches and cyber-attacks and periodically test our

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security, our inability to anticipate, or failure to adequately mitigate, breaches of security could result in: losses to us or our clients; our loss of business and/or clients; damage to our reputation; the incurrence of additional expenses; disruption to our business; our inability to grow our online services or other businesses; additional regulatory scrutiny or penalties; or our exposure to civil litigation and possible financial liability ---- any of which could have a material adverse effect on our business, financial condition and results of operations.
More generally, publicized information concerning security and cyber-related problems could inhibit the use or growth of electronic or web-based applications or solutions as a means of conducting commercial transactions. Such publicity may also cause damage to our reputation as a financial institution. As a result, our business, financial condition and results of operations could be adversely affected.
We face risks associated with the ability of our information technology systems and our people and processes to support our operations and future growth effectively.
In order to serve our target clients effectively, we have developed, and are continually developing, a comprehensive array of banking and other products and services. In order to support these products and services and for the Company to operate effectively, we have developed, purchased and licensed information technology and other systems and processes. As our business continues to grow, we will continue to invest in and enhance these systems, and our people and processes. These investments and enhancements may affect our future profitability and overall effectiveness. From time to time, we may change, consolidate, replace, add or upgrade existing systems or processes, which if not implemented properly to allow for an effective transition, may have an adverse effect on our operations, including business interruptions which may result in inefficiencies, revenue losses, client losses, exposure to fraudulent activities, regulatory enforcement actions, or damage to our reputation. For example, we are in the process of enhancing our core banking system, as well as implementing and enhancing other systems to support specific business units, including our international operations. We also outsource certain operational and other functions to consultants or other third parties to enhance our overall efficiencies. If we do not implement our systems effectively or if our outsourcing business partners do not perform their functions properly, there could be an adverse effect on us. There can be no assurance that we will be able to effectively maintain or improve our systems and processes, or utilize outsourced talent, to meet our business needs efficiently. Any failure of such could adversely affect our operations, financial condition, results of operations, future growth and reputation.
Business disruptions and interruptions due to natural disasters and other external events beyond our control can adversely affect our business, financial condition and results of operations.
Our operations can be subject to natural disasters and other external events beyond our control, such as earthquakes, fires, severe weather, public health issues, power failures, telecommunication loss, major accidents, terrorist attacks, acts of war, and other natural and man-made events. Our corporate headquarters and a portion of our critical business offices are located in California near major earthquake faults. Such events of disaster, whether natural or attributable to human beings, could cause severe destruction, disruption or interruption to our operations or property. Financial institutions, such as us, generally must resume operations promptly following any interruption. If we were to suffer a disruption or interruption and were not able to resume normal operations within a period consistent with industry standards, our business could suffer serious harm. In addition, depending on the nature and duration of the disruption or interruption, we might be vulnerable to fraud, additional expense or other losses, or to a loss of business and/or clients. We have implemented a business continuity management program and we continue to enhance it on an ongoing basis. There is no assurance that our business continuity management program can adequately mitigate the risks of such business disruptions and interruptions.
Additionally, natural disasters and external events could affect the business and operations of our clients, which could impair their ability to pay their loans or fees when due, impair the value of collateral securing their loans, cause our clients to reduce their deposits with us, or otherwise adversely affect their business dealings with us, any of which could have a material adverse effect on our business, financial condition and results of operations.

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We face reputation and business risks due to our interactions with business partners, service providers and other third parties.
We rely on third parties, both in the United States and internationally in countries such as India, Hong Kong, China, Israel, and the United Kingdom, in a variety of ways, including to provide key components of our business infrastructure or to further our business objectives. These third parties may provide services to us and our clients or serve as partners in business activities. We rely on these third parties to fulfill their obligations to us, to accurately inform us of relevant information and to conduct their activities professionally and in a manner that reflects positively on us. Any failure of our business partners, service providers or other third parties to meet their commitments to us or to perform in accordance with our expectations could result in operational issues, increased expenditures, damage to our reputation or loss of clients, which could harm our business and operations, financial performance, strategic growth or reputation.
The soundness of other financial institutions could adversely affect us.
Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. We routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, payment processors, and other institutional clients, which may result in payment obligations to us or to our clients due to products arranged by us. Many of these transactions expose us to credit and market risk that may cause our counterparty or client to default. In addition, we are exposed to market risk when the collateral we hold cannot be realized or is liquidated at prices not sufficient to recover the full amount of the secured obligation. There is no assurance that any such losses would not materially and adversely affect our business, results of operations and financial condition.
We depend on the accuracy and completeness of information about customers and counterparties.
In deciding whether to extend credit or enter into other transactions with customers and counterparties, we may rely on information furnished to us by or on behalf of customers and counterparties, including financial statements and other financial information. We also may rely on representations of customers and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. For example, under our accounts receivable financing arrangements, we rely on information, such as invoices, contracts and other supporting documentation, provided by our clients and their account debtors to determine the amount of credit to extend. Similarly, in deciding whether to extend credit, we may rely upon our customers' representations that their financial statements conform to U.S. GAAP (or other applicable accounting standards in foreign markets) and present fairly, in all material respects, the financial condition, results of operations and cash flows of the customer. We also may rely on customer representations and certifications, or other audit or accountants' reports, with respect to the business and financial condition of our clients. Our financial condition, results of operations, financial reporting and reputation could be negatively affected if we rely on materially misleading, false, inaccurate or fraudulent information.
Our accounting policies and methods are key to how we report our financial condition and results of operations. They require management to make judgments and estimates about matters that are uncertain.
Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. Our management must exercise judgment in selecting and applying many of these accounting policies and methods so they comply with U.S. GAAP and reflect management's judgment of the most appropriate manner to report our financial condition and results. In some cases, management must select the accounting policy or method to apply from two or more alternatives, any of which might be reasonable under the circumstances yet might result in our reporting materially different amounts than would have been reported under a different alternative.
If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results. As a result, current and potential stockholders could lose confidence in our financial reporting, which would harm our business and the trading price of our securities.
If we identify material weaknesses in our internal control over financial reporting or are otherwise required to restate our financial statements, we could be required to implement expensive and time-consuming remedial measures and could lose investor confidence in the accuracy and completeness of our financial reports. We may also face regulatory enforcement or other actions, including the potential delisting of our securities from Nasdaq Stock Market. This could have an adverse effect on our business, financial condition and results of operations, including our stock price, and could potentially subject us to litigation.
We face risks associated with international operations.
One important component of our strategy is to expand internationally. In 2012, we opened a banking branch in the United Kingdom, as well as a joint venture bank in China. We also have offices in Hong Kong, India and Israel. We plan to expand our operations in some of our current international markets. We may also expand our business beyond those markets. Our efforts to expand our business internationally carry with them certain risks, including risks arising from the uncertainty regarding our

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ability to generate revenues from foreign operations, risks associated with leveraging and doing business with local business partners and other general operational risks. In addition, there are certain risks inherent in doing business on an international basis, including, among others, legal, regulatory and tax requirements and restrictions, uncertainties regarding liability, tariffs and other trade barriers, difficulties in staffing and managing foreign operations, incremental requirement of management's attention and resources, differing technology standards or customer requirements, cultural differences, political and economic risks, and financial risks, including currency and payment risks. These risks could adversely affect the success of our international operations and could have a material adverse effect on our overall business, results of operations and financial condition. In addition, we face risks that our employees and affiliates may fail to comply with applicable laws and regulations governing our international operations, including the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act, anti-corruption laws, and other foreign laws and regulations. Failure to comply with such laws and regulations could, among other things, result in enforcement actions and fines against us, as well as limitations on our conduct, any of which could have a material adverse effect on our business and results of operations.
Legal/Regulatory Risks
We are subject to extensive regulation that could limit or restrict our activities, impose financial requirements or limitations on the conduct of our business, or result in higher costs to us.
SVB Financial Group, including the Bank, is extensively regulated under federal and state laws and regulations governing financial institutions, including those imposed by the FDIC, the Federal Reserve, the CFPB, and the DBO, as well as the international regulatory authorities that govern our global activities. Federal and state laws and regulations govern, restrict, limit or otherwise adversely affect the activities in which we may engage, may affect our ability to expand our business over time, may result in an increase in our compliance costs, including higher FDIC insurance premiums and may affect our ability to attract and retain qualified executive officers and employees. In addition, a change in the applicable statutes, regulations or regulatory policy could have a material adverse effect on our business, including limiting the types of financial services and products we may offer or increasing the ability of nonbanks to offer competing financial services and products. These laws and regulations also require financial institutions, including SVB Financial and the Bank, to maintain certain minimum levels of capital and meet other minimum financial standards, which may require us to raise additional capital in the future, affect our ability to use our capital resources for other business purposes or affect our overall business strategies and plans. Furthermore, the Bank for International Settlement's Basel Committee on Banking Supervision has adopted new capital, leverage and liquidity guidelines under the Basel Accord and the Federal Reserve Board has also finalized new capital requirements on banks and bank holding companies, all of which have the effect of raising our capital requirements beyond those previously required. Such rules also impose certain company-run stress testing requirements, which will be subject to disclosure in 2015, and could require us to raise additional capital or take certain other actions depending on the results of the stress tests. Increased regulatory requirements (and the associated compliance costs), whether due to the adoption of new laws and regulations, changes in existing laws and regulations, or more expansive or aggressive interpretations of existing laws and regulations, may have a material adverse effect on our business, financial condition and results of operations.
In particular, 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. We must be in compliance with these rules by July 21, 2015, unless the compliance period is extended by the Federal Reserve Board, which may grant up to two one-year extensions and an additional extension of up to five years for certain investments deemed to be illiquid. Under this rule, we will have to wind-down, transfer, divest or otherwise ensure the termination or expiration of any prohibited interests prior to July 2015, unless extended up to July 2022. While we intend to seek the maximum extensions available to us, there is no assurance that we will be granted any of these extensions, and thus, we may be required to divest our prohibited interests within a short period of time. We currently estimate that our total venture capital and private equity fund investments deemed to be prohibited covered fund interests have an aggregate carrying value of approximately $282 million as of December 31, 2013. These covered fund interests are comprised of interests attributable, solely, to the Company in our consolidated managed funds and certain of our non-marketable securities. These Volcker Rule restrictions could have a material adverse affect on our investment portfolio and results of operations. The actual impact from these restrictions will be dependent on a variety of factors, including our ability to obtain regulatory extensions, our ability to sell the investments, our carrying value at the time of any sale, the actual sales price realized, the timing of such sales, and any additional regulatory guidance or interpretations of the Volcker Rule.
See Business - Supervision and Regulation under Item 1 of Part I of this report.

We face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes and regulations.
The Bank Secrecy Act, the USA PATRIOT Act of 2001, and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti-money laundering program and file suspicious activity and currency transaction reports as appropriate. The federal Financial Crimes Enforcement Network is authorized to impose significant civil

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money penalties for violations of those requirements and has recently engaged in coordinated enforcement efforts with the individual federal banking regulators, as well as the U.S. Department of Justice, Drug Enforcement Administration, and Internal Revenue Service. We are also subject to increased scrutiny of compliance with the rules enforced by the Office of Foreign Assets Control and compliance with the Foreign Corrupt Practices Act. If our policies, procedures and systems are deemed deficient, we would be subject to liability, including fines and regulatory actions, which may include restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us. Any of these results could materially and adversely affect our business, financial condition and results of operations.
If we were to violate, or fail to comply with, international, federal or state laws or regulations governing financial institutions, we could be subject to disciplinary action that could have a material adverse effect on our business, financial condition, results of operations and reputation.
International, federal and state banking regulators possess broad powers to take supervisory or enforcement action with respect to financial institutions. Other regulatory bodies, including the SEC, the Nasdaq Stock Market, FINRA, and state securities regulators, regulate investment advisers and broker-dealers, including our subsidiaries, SVB Asset Management and SVB Securities, as applicable. If SVB Financial Group were to violate, even if unintentionally or inadvertently, the laws governing public companies, financial institutions and broker-dealers, the regulatory authorities could take various actions against us, depending on the severity of the violation, such as imposing restrictions on how we conduct our business, revoking necessary licenses or authorizations, imposing censures, civil money penalties or fines, issuing cease and desist or other supervisory orders, and suspending or expelling from the securities business a firm, its officers or employees. Supervisory actions could result in higher capital requirements, higher insurance premiums, higher levels of liquidity available to meet the Bank's financial needs and limitations on the activities of SVB Financial Group. These remedies and supervisory actions could have a material adverse effect on our business, financial condition, results of operations and reputation.
Changes in accounting standards could materially impact our financial statements.
From time to time, the FASB or the SEC may change the financial accounting and reporting standards that govern the preparation of our financial statements. Also, our global initiatives, as well as continuing trends towards the convergence of international accounting standards, such as rules that may be adopted under the International Financial Reporting Standards (“IFRS”), may result in our Company being subject to new or changing accounting and reporting standards. In addition, the bodies that interpret the accounting standards (such as banking regulators or outside auditors) may change their interpretations or positions on how these standards should be applied. These changes may be beyond our control, can be hard to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retrospectively, or apply an existing standard differently, also retrospectively, in each case resulting in our revising or restating prior period financial statements.
SVB Financial relies on warrant income, investment distributions and dividends from its subsidiaries for most of its cash revenues.
SVB Financial is a holding company and is a separate and distinct legal entity from its subsidiaries. It receives most of its cash revenues from three primary funding sources: warrant income, investment distributions, and dividends from its subsidiaries, primarily the Bank. These sources generate income for SVB Financial to pay operating costs and to the extent there are any ---- borrowings, dividends, and share repurchases. Our equity warrant assets and investment interests are held by SVB Financial, and any income derived from those financial instruments are subject to a variety of factors as discussed in this Risk Factors section. Moreover, various federal and state laws and regulations limit the amount of dividends that the Bank and certain of our nonbank subsidiaries may pay to SVB Financial. Also, SVB Financial's right to participate in a distribution of assets upon a subsidiary's liquidation or reorganization is subject to the prior claims of the subsidiary's creditors.
Anti-takeover provisions and federal law, particular those applicable to financial institutions, may limit the ability of another party to acquire us, which could prevent a merger or acquisition that may be attractive to stockholders and/or have a material adverse affect on our stock price.
As a financial institution, we are subject to certain laws that could delay or prevent a third-party from acquiring us, even if doing so might be beneficial to our stockholders. The Bank Holding Company Act of 1956, as amended, and the Change in Bank Control Act of 1978, as amended, together with federal and state regulations, require that, depending on the particular circumstances, either Federal Reserve approval must be obtained or notice must be furnished to the Federal Reserve and not disapproved prior to any person or entity acquiring “control” of a state member bank, such as the Bank. In addition, DBO approval may be required in connection with the acquisition of control of the Bank. Moreover, certain provisions of our certificate of incorporation and by-laws and certain other actions we may take or have taken could delay or prevent a third-party from acquiring

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us, even if beneficial to our stockholders. These laws and provisions may prevent a merger or acquisition that would be attractive to stockholders and could limit the price investors would be willing to pay in the future for our common stock.
Strategic/Reputation/Other Risks
Concentration of risk increases the potential for significant losses.
Concentration of risk increases the potential for significant losses in our business while there may exist a great deal of diversity within each industry, our clients are concentrated by these general industry niches: technology, life science, venture capital/private equity and premium wine. Our technology clients generally tend to be in the industries of hardware (semiconductors, communications and electronics), software and related services, and clean technology (energy and resource innovation). Our life science clients are concentrated in the medical devices and biotechnology sectors. Many of our client companies are concentrated by certain stages within their life cycles, such as early-stage, mid-stage or later-stage, and many of these companies are venture capital-backed. Our loan concentrations are derived from our borrowers engaging in similar activities or types of loans extended to a diverse group of borrowers that could cause those borrowers to be similarly impacted by economic or other conditions. In addition, we are continuing to increase our efforts to lend to larger clients and/or to make larger loans, which may increase our concentration risk. Any adverse effect on any of our areas of concentration could have a material impact on our business, results of operations and financial condition. Due to our concentrations, we may suffer losses even when economic and market conditions are generally favorable for our competitors.
Decreases in the amount of equity capital available to our portfolio companies could adversely affect our business, growth and profitability.
Our core strategy is focused on providing banking products and services to companies, including in particular to emerging stage to mid-stage companies that receive financial support from sophisticated investors, including venture capital or private equity firms, “angels,” and corporate investors. We derive a meaningful share of our deposits from these companies and provide them with loans as well as other banking products and services. In some cases, our lending credit decision is based on our analysis of the likelihood that our venture capital or angel-backed client will receive additional rounds of equity capital from investors. If the amount of capital available to such companies decreases, it is likely that the number of new clients and investor financial support to our existing borrowers could decrease, which could have an adverse effect on our business, profitability and growth prospects.
Among the factors that have affected and could in the future affect the amount of capital available to our portfolio companies are the receptivity of the capital markets, the prevalence of IPO's or M&A activity of companies within our technology and life science industry sectors, the availability and return on alternative investments, economic conditions in the technology, life science and venture capital/private equity industries, and overall general economic conditions. Reduced capital markets valuations could reduce the amount of capital available to our client companies, including companies within our technology and life science industry sectors.
Because our business and strategy are largely based on this venture capital/private equity financing framework focused on our particular client niches, any material changes in the framework, including unfavorable economic conditions and adverse trends in investment or fund-raising levels, may have a material adverse effect on our business, strategy and overall profitability.
We face competitive pressures that could adversely affect our business, results of operations, financial condition and future growth.
We compete with other banks and specialty and diversified financial services companies and debt funds, some of which are larger than we are, which offer lending, leasing, payments, other financial products and advisory services to our client base. We also compete with non-financial services, particularly payment facilitators/processors or other nonbanking technology providers in the payments industry, which may offer specialized services to our client base. In addition, we compete with hedge funds and private equity funds. In some cases, our competitors focus their marketing on our industry sectors and seek to increase their lending and other financial relationships with technology companies or special industries such as wineries. In other cases, some competitors may offer a broader range of financial products to our clients, and some competitors may offer a specialized set of specific products or service. When new competitors seek to enter one of our markets, or when existing market participants seek to increase their market share, they sometimes undercut the pricing and/or credit terms prevalent in that market, which could adversely affect our market share or ability to exploit new market opportunities. Our pricing and credit terms could deteriorate if we act to meet these competitive challenges, which could adversely affect our business, results of operations, financial condition and future growth. Similarly, competitive pressures could adversely affect the business, results of operations, financial condition and future growth of our non-banking services, including our payments services, as well as our access to capital and attractive investment opportunities for our funds business.

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Our ability to maintain or increase our market share depends on our ability to attract and maintain, as well as meet the needs of, existing and future clients.
Our success depends, in part, upon our ability to maintain or increase our market share. In particular, much of our success depends on our ability to attract early-stage or start-up companies and to retain those companies as they grow and mature successfully through the various stages of their life cycles. In order to maintain or increase our market share, we must be able meet the needs of existing and potential future clients. Not only must we adapt our products and services to evolving industry standards, we must also endeavor to innovate new products and services beyond industry standards in order to serve our clients, who are innovators themselves. A failure to achieve market acceptance for any new products or service we introduce, a failure to introduce products or services that the market may demand, or the costs associated with developing, introducing and providing new products and services could have an adverse effect on our business, results of operations, growth prospects and financial condition.
We face risks in connection with our strategic undertakings and new business initiatives.
We are engaged, and may in the future engage, in strategic activities domestically or internationally, including acquisitions, joint ventures, partnerships, investments or other business growth initiatives or undertakings. There can be no assurance that we will successfully identify appropriate opportunities, that we will be able to negotiate or finance such activities or that such activities, if undertaken, will be successful.
We are focused on our long-term growth and have undertaken various strategic activities and business initiatives, many of which involve activities that are new to us, or in some cases, experimental in nature. For example, we are expanding our global presence and may engage in activities in jurisdictions where we have limited experience. We are also expanding our payments capabilities to better serve our clients, including innovating new electronic payment processing solutions, developing new payments technologies, and exploring new evolving payments systems, such as virtual currencies known as bitcoin.
Our ability to execute strategic activities and new business initiatives successfully will depend on a variety of factors. These factors likely will vary based on the nature of the activity but may include our success in integrating an acquired company or a new growth initiative into our business, operations, services, products, personnel and systems, operating effectively with any partner with whom we elect to do business, meeting applicable regulatory requirements, hiring or retaining key employees, achieving anticipated synergies, meeting management's expectations, actually realizing the anticipated benefits of the activities, and overall general market conditions. Our ability to address these matters successfully cannot be assured. In addition, our strategic efforts may divert resources or management's attention from ongoing business operations and may subject us to additional regulatory scrutiny and/or potential liability. If we do not successfully execute a strategic undertaking, it could adversely affect our business, financial condition, results of operations, reputation and growth prospects. In addition, if we were to conclude that the value of an acquired business had decreased and that the related goodwill had been impaired, that conclusion would result in an impairment of goodwill charge to us, which would adversely affect our results of operations.
In addition, in order to finance future strategic undertakings, we might obtain additional equity or debt financing. Such financing might not be available on terms favorable to us, or at all. If obtained, equity financing could be dilutive and the incurrence of debt and contingent liabilities could have a material adverse effect on our business, results of operations and financial condition.
Our business reputation is important and any damage to it could have a material adverse effect on our business.
Our reputation is very important to sustain our business, as we rely on our relationships with our current, former and potential clients and stockholders, the venture capital and private equity communities, and the industries that we serve. Any damage to our reputation, whether arising from regulatory, supervisory or enforcement actions, matters affecting our financial reporting or compliance with SEC and exchange listing requirements, negative publicity, our conduct of our business or otherwise could have a material adverse effect on our business.
Our risk management framework may not be effective in identifying, managing or mitigating risks and/or losses to us.
We have implemented a risk management framework to identify and manage our risk exposure. This framework is comprised of various processes, systems and strategies, and is designed to manage the types of risk to which we are subject, including, among others, credit, market, liquidity, operational, financial, interest rate, legal and regulatory, compliance, strategic, reputation, fiduciary, global, sovereign, and general economic risks. Our framework also includes financial or other modeling methodologies, which involves management assumptions and judgment. In addition, under this framework, we are currently developing a risk appetite statement to detail our risk tolerance levels at an enterprise-wide level. There is no assurance that our risk management framework will be effective under all circumstances or that it will adequately identify, manage or mitigate any risk or loss to us. If our framework is not effective, we could suffer unexpected losses and our business, financial condition, results of operations or prospects could be materially adversely affected. We may also be subject to potentially adverse regulatory consequences.

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The price of our common stock may be volatile or may decline. 
The trading price of our common stock may fluctuate as a result of a number of factors, many of which are outside our control. In addition, the stock market is subject to fluctuations in the share prices and trading volumes that affect the market prices of the shares of many companies. These broad market fluctuations could adversely affect the market price of our common stock. Among the factors that could affect our stock price are:
actual or anticipated quarterly fluctuations in our operating results and financial condition;
changes in revenue or earnings estimates or publication of research reports and recommendations by financial analysts;
failure to meet analysts’ revenue or earnings estimates;
speculation in the press or investment community;
strategic actions by us or our competitors;
actions by institutional stockholders;
fluctuations in the stock price and operating results of our competitors;
general market conditions and, in particular, developments related to market conditions for the financial services industry;
proposed or adopted regulatory changes or developments;
anticipated or pending investigations, proceedings or litigation that involve or affect us; or
domestic and international economic factors unrelated to our performance.

The trading price of the shares of our common stock and the value of our other securities will depend on many factors, which may change from time to time, including, without limitation, our financial condition, performance, creditworthiness and prospects, and future sales of our equity or equity-related securities. In some cases, the markets have produced downward pressure on stock prices and credit availability for certain issuers without regard to those issuers’ underlying financial strength. A significant decline in our stock price could result in substantial losses for individual stockholders and could lead to costly and disruptive securities litigation.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
PROPERTIES
Our corporate headquarters facility consists of three buildings and is located at 3003 Tasman Drive, Santa Clara, California. The total square footage of the premises leased under the current lease arrangement is approximately 213,625 square feet. The lease will expire on September 30, 2024, unless terminated earlier or extended.
We currently operate 28 regional offices, including an administrative office, in the United States as well as offices outside the United States. We operate throughout the Silicon Valley with offices in Santa Clara, Menlo Park and Palo Alto. Other regional offices in California include Irvine, Sherman Oaks, San Diego, San Francisco, St. Helena, Santa Rosa and Pleasanton. Office locations outside of California but within the United States include: Tempe, Arizona; Broomfield, Colorado; Atlanta, Georgia; Chicago, Illinois; Newton, Massachusetts; St. Louis Park, Minnesota; New York, New York; Morrisville, North Carolina; Beaverton, Oregon; Radnor, Pennsylvania; Austin, Texas; Dallas, Texas; Salt Lake City, Utah; Vienna, Virginia; and Seattle, Washington. Our international offices are located in: Hong Kong; Beijing and Shanghai, China; Bangalore and Mumbai, India; Herzliya Pituach, Israel; and London, England. All of our properties are occupied under leases, which expire at various dates through 2025, and in most instances include options to renew or extend at market rates and terms. We also own leasehold improvements, equipment, furniture, and fixtures at our offices, all of which are used in our business activities.

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Our Global Commercial Bank operations are principally conducted out of our corporate headquarters in Santa Clara, and the lending teams operate out of the various regional and international offices. SVB Private Bank and SVB Capital principally operate out of our Menlo Park offices.
We believe that our properties are in good condition and suitable for the conduct of our business.
ITEM 3.
LEGAL PROCEEDINGS
The information set forth under Note 23-“Legal Matters” in the “Notes to the Consolidated Financial Statements” under Part II, Item 8 in this report is incorporated herein by reference.
ITEM 4.     MINE SAFETY DISCLOSURES
Not applicable.

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PART II.
Item 5.
MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is traded on the NASDAQ Global Select Market under the symbol SIVB. The per share range of high and low sale prices for our common stock as reported on the NASDAQ Global Select Market, for each full quarterly period during the years ended December 31, 2013 and 2012, was as follows:
 
 
2013
 
2012
Three months ended:
 
Low
 
High
 
Low
 
High
March 31
 
$
56.84

 
$
71.15

 
$
47.54

 
$
67.49

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

As of December 31, 2013, SVB Financial had no preferred stock outstanding.
Holders
As of February 4, 2014, there were 780 registered holders of our stock, and we believe there were approximately 21,504 beneficial holders of common stock whose shares were held in the name of brokerage firms or other financial institutions. We are not provided with the number or identities of all of these stockholders, but we have estimated the number of such stockholders from the number of stockholder documents requested by these brokerage firms for distribution to their customers.
Dividends and Stock Repurchases
SVB Financial does not currently pay cash dividends on our common stock. We have not paid any cash dividends since 1992. Our Board of Directors periodically evaluates whether to pay cash dividends, taking into consideration such factors as it considers relevant, including our current and projected financial performance, our projected sources and uses of capital, general economic conditions, considerations relating to our current and potential stockholder base, changing regulatory rules, particularly rules impacting capital requirements, and relevant tax laws. Our ability to pay cash dividends is also limited by generally applicable corporate and banking laws and regulations. See “Business-Supervision and Regulation-Restrictions on Dividends” under Part I, Item 1 of this report. SVB Financial did not repurchase any of its common stock during 2013.

Securities Authorized for Issuance Under Equity Compensation Plans
The information required by this Item regarding equity compensation plans is incorporated by reference to the information set forth in Part III, Item 12 of this report.
Recent Sales of Unregistered Securities and Use of Proceeds
As previously disclosed in our 2013 quarterly reports on Form 10-Q, during the first quarter of 2013, we discovered that we sold shares of our common stock that were not registered with the SEC to certain participants, through their investment in our unitized common stock fund, under our SVB Financial Group 401(k) and Employee Stock Ownership Plan (“401(k) Plan”). The common stock fund is comprised primarily of shares of our common stock, and to a lesser extent, cash; and participants may invest 401(k) Plan contributions for an interest in the fund. With respect to the purchases that were not registered, the shares of our common stock held in the common stock fund are purchased by our 401(k) Plan trustee from the open market; hence, these purchases do not represent any additional equity dilution of our outstanding shares. We do not receive any proceeds from these transactions.
Under applicable federal securities laws, certain participants may have a right to rescind, and to require us to repurchase, their purchases of our common stock (through their investment in the common stock fund) for an amount equal to the price paid for the securities, plus interest. Generally, the federal statute of limitations applicable to such rescission rights is one year. Additionally, we may be subject to potential civil and other penalties by regulatory authorities as a result of this registration issue.

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Based on our estimates, we do not believe the amount of potential liability associated with the securities subject to rescission rights is material to our financial condition or results of operations. As of December 31, 2013, we estimate that there were less than 40,000 shares of our common stock (over the one-year period preceding such date) that would be subject to rescission rights; substantially none of which, based on our closing stock price of $124.65 as of February 26, 2014 would be economically advantageous for participants to exercise any such rescission rights. These securities continue to be reflected in stockholders' equity in our balance sheet.
We filed a new registration statement on Form S-8 on May 20, 2013 to register future sales of our common stock through our common stock fund under the 401(k) Plan.
 Performance Graph
The following information is not deemed to be “soliciting material” or “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act, and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing by the Company under the Securities Act or the Exchange Act.
The following graph compares, for the period from December 31, 2008 through December 31, 2013, the cumulative total stockholder return on the common stock of the Company with (i) the cumulative total return of the Standard and Poor's 500 (“S&P 500”) Index, (ii) the cumulative total return of the NASDAQ Composite index, and (iii) the cumulative total return of the NASDAQ Bank Index. The graph assumes an initial investment of $100 and reinvestment of dividends. The graph is not necessarily indicative of future stock price performance.
Comparison of 5 Year Cumulative Total Return*
Among SVB Financial Group, the S&P 500 Index, the NASDAQ Composite Index, and the NASDAQ Bank Index
*
$100 invested on 12/31/08 in stock & index-including reinvestment of dividends.
Fiscal year ending December 31.
Copyright ©2014 S&P, a division of The McGraw-Hill Companies, Inc. All rights reserved.
 
 
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



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Item 6.
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data should be read in conjunction with our consolidated financial statements and supplementary data as presented under Part II, Item 8 of this report. Information as of and for the years ended December 31, 2013, 2012, and 2011 is derived from audited financial statements presented separately herein, while information as of and for the years ended December 31, 2010 and 2009 is derived from audited financial statements not presented separately within.
 
 
Year ended December 31,
(Dollars in thousands, except per share data and ratios)
 
2013
 
2012
 
2011
 
2010
 
2009
Income statement summary:
 
 
 
 
 
 
 
 
 
 
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.

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ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations contains forward-looking statements. These statements are based on current expectations and assumptions, which are subject to risks and uncertainties. See our cautionary language at the beginning of this report under “Forward Looking Statements”. Actual results could differ materially because of various factors, including but not limited to those discussed in “Risk Factors,” under Part I, Item 1A.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and supplementary data as presented in Item 8 of this report. Certain reclassifications have been made to prior years' results to conform to the current period's presentations. Such reclassifications had no effect on our results of operations or stockholders' equity.
Overview of Company Operations
SVB Financial is a diversified financial services company, as well as a bank holding company and a financial holding company. SVB Financial was incorporated in the state of Delaware in March 1999. Through our various subsidiaries and divisions, we offer a variety of banking and financial products and services. For 30 years, we have been dedicated to helping entrepreneurs succeed, especially in the technology, life science, venture capital/private equity and premium wine industries. We provide our clients of all sizes and stages with a diverse set of products and services to support them through all stages of their life cycles.
We offer commercial and private banking products and services through our principal subsidiary, the Bank, which is a California-state chartered bank founded in 1983 and a member of the Federal Reserve System. Through its subsidiaries, the Bank also offers, investment advisory, asset management, private wealth management and brokerage services. We also offer non-banking products and services, such as funds management, venture capital and private equity investment, and business valuation services, through our subsidiaries and divisions.
Management’s Overview of 2013 Financial Performance
Overall, we had another strong year in 2013, which reflected the strength of our clients and our business. We had record net income available to common stockholders of $215.9 million, with a diluted EPS of $4.70 in 2013, compared to $3.91 in 2012. In 2013, compared to 2012, we experienced strong growth in net interest income as a result of outstanding loan growth with a record high average balance of $9.4 billion. We also experienced strong growth in noninterest income as a result of exceptional gains on investment securities, net, and equity warrant assets. Included in our results for the year were pre-tax gains of $55.0 million from the increased valuation of two of our portfolio companies, FireEye, Inc. ("FireEye") and Twitter, Inc. ("Twitter"), which included gains from equity warrant assets and gains from non-marketable and other securities, net of noncontrolling interests. Our total client funds, which consist of on-balance sheet deposits and off-balance sheet client investment funds, also increased, reflecting growth from our existing clients and new clients. In addition, overall credit quality remained strong, we saw continued growth in fee income and our liquidity and capital ratios continued to remain strong.
2013 results (compared to 2012, where applicable) reflected strong performance across all areas of our businesses and included:
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

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of $21.9 million. Net charge-offs in 2013 were 0.33 percent of average total gross loans, reflecting the strong overall credit quality of our portfolio.
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.

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A summary of our performance in 2013 compared to 2012 is as follows:
 
 
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.

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(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.
Non-GAAP Net Income and Non-GAAP Diluted Earnings Per Common Share
We use and report non-GAAP net income and non-GAAP diluted earnings per common share, which excludes, in the year applicable, gains from sales of certain available-for-sale securities as well as gains from the sale of certain assets related to our equity management services business. We believe these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding our performance by excluding certain items that do not occur every reporting period. Our management uses, and believes that investors benefit from referring to, these non-GAAP financial measures in assessing our operating results and related trends, and when planning, forecasting and analyzing future periods. However, these non-GAAP financial measures should be considered in addition to, not as a substitute for or preferable to, financial measures prepared in accordance with GAAP.
A reconciliation of GAAP to non-GAAP net income available to common stockholders and non-GAAP diluted earnings per common share for 2013 and 2012 is as follows:
 
 
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.

Critical Accounting Policies and Estimates
Our accounting policies are fundamental to understanding our financial condition and results of operations. We have identified four policies as being critical because they require us to make particularly difficult, subjective and/or complex judgments about matters that are inherently uncertain, and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. We evaluate our estimates and assumptions on an ongoing basis and we base these estimates on historical experiences and various other factors and assumptions that are believed to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions.
Our critical accounting policies include those that address the adequacy of the allowance for loan losses and reserve for unfunded credit commitments, measurements of fair value, the valuation of equity warrant assets and the recognition and measurement of income tax assets and liabilities. Our senior management has discussed and reviewed the development, selection, application and disclosure of these critical accounting policies with the Audit Committee of our Board of Directors.

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Allowance for Loan Losses and Reserve for Unfunded Credit Commitments
Allowance for Loan Losses
The allowance for loan losses is management's estimate of credit losses inherent in the loan portfolio at the balance sheet date. We consider our accounting policy for the allowance for loan losses to be critical as estimation of the allowance involves material estimates by us and is particularly susceptible to significant changes in the near term. Determining the allowance for loan losses requires us to make forecasts that are highly uncertain and require a high degree of judgment. Our loan loss reserve methodology is applied to our loan portfolio and we maintain the allowance for loan losses at levels that we believe are appropriate to absorb estimated probable losses inherent in our loan portfolio.
Our allowance for loan losses is established for loan losses that are probable but not yet realized. The process of anticipating loan losses is inherently imprecise. We apply a systematic process for the evaluation of individual loans and pools of loans for inherent risk of loan losses. On a quarterly basis, each loan in our portfolio is assigned a credit risk rating through an evaluation process, which includes consideration of such factors as payment status, the financial condition of the borrower, borrower compliance with loan covenants, underlying collateral values, potential loan concentrations, and general economic conditions.
The allowance for loan losses is based on a formula allocation for similarly risk-rated loans by client industry sector and individually for impaired loans. Our formula allocation is determined on a quarterly basis by utilizing a historical loan loss migration model, which is a statistical model used to estimate an appropriate allowance for outstanding loan balances by calculating the likelihood of a loan being charged-off based on its credit risk rating using historical loan performance data from our portfolio. The formula allocation provides the average loan loss experience for each portfolio segment, which considers our quarterly historical loss experience since the year 2000, both by risk-rating category and client industry sector. The resulting loan loss factors for each risk-rating category and client industry sector are ultimately applied to the respective period-end client loan balances for each corresponding risk-rating category by client industry sector to provide an estimation of the allowance for loan losses.
We apply qualitative allocations to the results we obtained through our historical loan loss migration model to ascertain the total allowance for loan losses. These qualitative allocations are based upon management's assessment of the risks that may lead to a loan loss experience different from our historical loan loss experience. These risks are aggregated to become our qualitative allocation. Based on management's prediction or estimate of changing risks in the lending environment, the qualitative allocation may vary significantly from period to period and includes, but is not limited to, consideration of the following factors:
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.
A committee comprised of senior management evaluates the adequacy of the allowance for loan losses.
Reserve for Unfunded Credit Commitments
The level of the reserve for unfunded credit commitments is determined following a methodology that parallels that used for the allowance for loan losses. We consider our accounting policy for the reserve for unfunded credit commitments to be critical as estimation of the reserve involves material estimates by our management and is particularly susceptible to significant changes in the near term. We record a liability for probable and estimable losses associated with our unfunded credit commitments. Each quarter, every unfunded client credit commitment is allocated to a credit risk-rating category in accordance with each client's credit risk rating. We use the historical loan loss factors described under our allowance for loan losses to calculate the possible loan loss experience if unfunded credit commitments are funded. Separately, we use historical trends to calculate the probability of an unfunded credit commitment being funded. We apply the loan funding probability factor to risk-

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factor adjusted unfunded credit commitments by credit risk-rating to derive the reserve for unfunded credit commitments. The reserve for unfunded credit commitments also includes certain qualitative allocations as deemed appropriate by management.
Fair Value Measurements
We use fair value measurements to record fair value for certain financial instruments and to determine fair value disclosures. Our available-for-sale securities, derivative instruments, marketable securities and certain non-marketable and other securities are financial instruments recorded at fair value on a recurring basis. We disclose our method and approach for fair value measurements of assets and liabilities in Note 2—“Summary of Significant Accounting Policies” of the “Notes to Consolidated Financial Statements” under Part II, Item 8 in this report.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (the “exit price”) in an orderly transaction between market participants at the measurement date. ASC 820, Fair Value Measurements and Disclosures, establishes a three-level hierarchy for disclosure of assets and liabilities recorded at fair value. The classification of assets and liabilities within the hierarchy is based on whether the significant inputs to the valuation methodology used for measurement are observable or unobservable and the significance of the level of the input to the entire measurement. Observable inputs reflect market-derived or market-based information obtained from independent sources, while unobservable inputs reflect our estimates about market data. The three levels for measuring fair value are defined in Note 2—“Summary of Significant Accounting Policies” of the “Notes to Consolidated Financial Statements” under Part II, Item 8 in this report.
It is our practice to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements. When available, we use quoted market prices to measure fair value. If market prices are not available, fair value measurement is based upon valuation techniques that use relevant inputs derived from primarily market-based or independently-sourced market parameters, including interest rate yield curves, prepayment speeds, option volatilities and currency rates. Substantially all of our financial instruments use the foregoing methodologies, collectively Level 1 and Level 2 measurements, to determine fair value adjustments recorded to our financial statements. However, in certain cases, when market observable inputs for valuation techniques may not be readily available, we are required to make judgments about assumptions market participants would use in estimating the fair value of the financial instrument, and the significance of those inputs in the entire measurement.
The degree of management judgment involved in determining the fair value of a financial instrument is dependent upon the availability of quoted market prices or observable market parameters. For financial instruments that trade actively and have quoted market prices or observable market parameters, there is minimal subjectivity involved in measuring fair value. When observable market prices and parameters are not fully available, management judgment is necessary to estimate fair value. For inactive markets, there is little information, if any, to evaluate if individual transactions are orderly. Accordingly, we are required to estimate, based upon all available facts and circumstances, the degree to which orderly transactions are occurring and provide more weighting to price quotes that are based upon orderly transactions. In addition, changes in the market conditions may reduce the availability of quoted prices or observable data. For example, reduced liquidity in the capital markets or changes in secondary market activities could result in observable market inputs becoming unavailable. Therefore, when market data is not available, we use valuation techniques requiring more management judgment to estimate the appropriate fair value measurement. Accordingly, the degree of judgment exercised by management in determining fair value is greater for financial assets and liabilities categorized as Level 3. Our valuation processes include a number of key controls that are designed to ensure that fair value is measured appropriately.
The following table summarizes our financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2013 and 2012:
 
 
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
%


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As of December 31, 2013, our available-for-sale securities portfolio, consisting primarily of mortgage-backed securities and debentures issued by the U.S. government and its agencies, represented $12.0 billion, or 89.9 percent of our portfolio of assets measured at fair value on a recurring basis, compared to $11.3 billion, or 92.6 percent, as of December 31, 2012. These instruments were classified as Level 2 because their valuations were based on indicative prices corroborated by observable market quotes or valuation techniques with all significant inputs derived from or corroborated by observable market data. The fair value of our available-for-sale securities portfolio is sensitive to changes in levels of market interest rates and market perceptions of credit quality of the underlying securities. Market valuations and impairment analyses on assets in the available-for-sale securities portfolio are reviewed and monitored on a quarterly basis. Assets valued using Level 2 measurements also include certain equity warrant assets in shares of public company capital stock, marketable securities, interest rate swaps, foreign exchange forward and option contracts, loan conversion options and client interest rate derivatives.
To the extent available-for-sale securities are used to secure borrowings, changes in the fair value of those securities could have an impact on the total amount of secured financing available. We pledge securities to the Federal Home Loan Bank of San Francisco and the discount window at the Federal Reserve Bank. The market value of collateral pledged to the Federal Home Loan Bank of San Francisco (comprised primarily of U.S. agency debentures) at December 31, 2013 totaled $1.4 billion, all of which was unused and available to support additional borrowings. The market value of collateral pledged at the discount window of the Federal Reserve Bank in accordance with our liquidity risk management practices at December 31, 2013 totaled $578 million, all of which was unused and available to support additional borrowings. We have repurchase agreements in place with multiple securities dealers, which allow us to access short-term borrowings by using available-for-sale securities as collateral. At December 31, 2013, we had not utilized any of our repurchase lines to secure borrowed funds.
Financial assets valued using Level 3 measurements consist of our investments in venture capital and private equity funds and direct equity investments in privately-held companies, equity warrant assets in shares of private company capital stock and equity warrant assets and other investment securities in shares of public company stock subject to certain sales restrictions for which the sales restriction has not been lifted.
During 2013, the Level 3 assets that are measured at fair value on a recurring basis experienced net realized and unrealized gains of $420.3 million (which is inclusive of noncontrolling interest), primarily due to valuation increases in underlying investments in our managed funds, as well as gains from liquidity events and distributions. Additionally, we had strong net gains in 2013 from our equity warrant assets. During 2012 and 2011, the Level 3 assets that are measured at fair value on a recurring basis experienced net realized and unrealized gains of $104.7 million and $176.9 million (which is inclusive of noncontrolling interest), respectively.
Non-Marketable and Other Securities
Our non-marketable and other securities carried under fair value accounting consist of direct equity investments in privately-held companies, investments in venture capital and private equity funds, and direct equity investments in public companies. Our managed funds that hold these investments qualify as investment companies under the AICPA Audit and Accounting Guide for Investment Companies, and accordingly, these funds report their investments at estimated fair value, with unrealized gains and losses resulting from changes in fair value reflected as investment gains or losses in our consolidated statements of income. The estimated fair value of these securities is based primarily on financial information obtained as the general partner of the fund or obtained from the funds' respective general partner.
For direct private company investments, valuations are based upon consideration of a range of factors including, but not limited to, the price at which the investment was acquired, the term and nature of the investment, local market conditions, values for comparable securities, current and projected operating performance, exit strategies, and financing transactions subsequent to the acquisition of the investment. These valuation methodologies involve a significant degree of management judgment.
The valuation of our venture capital and private equity funds is primarily based upon our pro-rata share of the fair market value of the net assets of a fund as determined by such fund on the valuation date. We utilize the most recent available financial information from the investee general partner. We account for differences between our measurement date and the date of the fund investment's net asset value by using the most recent available financial information available from the investee general partner, for example, September 30th for our December 31st consolidated financial statements, adjusted for any contributions paid, distributions received from the investment, and known significant fund transactions or market events about which we are aware through information provided by the fund managers or from publicly available transaction data during the reporting period.
The valuation of direct equity investments in public companies are based on quoted market prices less a discount if the securities are subject to certain sales restrictions. Sales restriction discounts generally range from 10% to 20% depending on the duration of the sale restrictions which typically range from 3 to 6 months.
The valuation of non-marketable securities in shares of private company capital stock and the valuation of other securities in shares of public company stock with certain sales restrictions is subject to significant judgment. The inherent uncertainty in the process of valuing securities for which a ready market does not exist may cause our estimated values of these securities to

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differ significantly from the values that would have been derived had a ready market for the securities existed, and those differences could be material. The timing and amount of changes in fair value, if any, of these financial instruments depend upon factors beyond our control, including the performance of the underlying companies, fluctuations in the market prices of the preferred or common stock of the underlying companies, general volatility and interest rate market factors, and legal and contractual restrictions. The timing and amount of actual net proceeds, if any, from the disposition of these financial instruments depend upon factors beyond our control, including investor demand for IPOs, levels of M&A activity, legal and contractual restrictions on our ability to sell, and the perceived and actual performance of portfolio companies. All of these factors are difficult to predict and there can be no assurances that we will realize the full value of these securities, which could result in significant losses. (See “Risk Factors” under Item 1A of Part I above.)
Derivative Assets-Equity Warrant Assets
In connection with negotiated credit facilities and certain other services, we often obtain equity warrant assets giving us the right to acquire stock in primarily private, venture-backed companies in the technology and life science industries. Equity warrant assets for shares of private and public companies are recorded at fair value on the grant date and adjusted to fair value on a quarterly basis through consolidated net income.
We account for equity warrant assets with net settlement terms in certain private and public client companies as derivatives. In general, equity warrant assets entitle us to buy a specific number of shares of stock at a specific price within a specific time period. Certain equity warrant assets contain contingent provisions, which adjust the underlying number of shares or purchase price upon the occurrence of certain future events. Our warrant agreements typically contain net share settlement provisions, which permit us to receive at exercise a share count equal to the intrinsic value of the warrant divided by the share price (otherwise known as a “cashless” exercise).
The fair value of our equity warrant assets portfolio is reviewed quarterly. We value our equity warrant assets using a modified Black-Scholes option pricing model, which incorporates the following significant inputs:
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.

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The fair value of our equity warrant assets recorded on our balance sheets represents our best estimate of the fair value of these instruments. Changes in the above inputs may result in significantly different valuations.
The timing and value realized from the disposition of equity warrant assets depend upon factors beyond our control, including the performance of the underlying portfolio companies, investor demand for IPOs, fluctuations in the price of the underlying common stock of these private and public companies, levels of M&A activity, and legal and contractual restrictions on our ability to sell the underlying securities. All of these factors are difficult to predict. Many equity warrant assets may be terminated or may expire without compensation and may incur valuation losses from lower-priced funding rounds. We are unable to predict future gains or losses with accuracy, and gains or losses could vary materially from period to period.
We consider our accounting policy for equity warrant assets to be critical as the valuation of these assets is complex and subject to a certain degree of management judgment. Management has the ability to select from several valuation techniques and has alternative approaches in the calculation of significant inputs. The selection of alternative valuation techniques or alternative approaches used to calculate significant inputs in the current methodology may cause our estimated values of these assets to differ significantly from the values recorded. Additionally, the inherent uncertainty in the process of valuing these assets for which a ready market is unavailable may cause our estimated values of these assets to differ significantly from the values that would have been derived had a ready market for the assets existed, and those differences could be material. Further, the fair value of equity warrant assets may never be realized, which could result in significant losses.
Income Taxes
We are subject to income tax laws of the United States, its states and municipalities and those of the foreign jurisdictions in which we operate. Income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax-basis carrying amount. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when management assesses available evidence and exercises their judgment that it is more likely than not that some portion of the deferred tax asset will not be realized.
We consider our accounting policy relating to income taxes to be critical as the determination of current and deferred income taxes is based on complex analyses of many factors including interpretation of federal, state and foreign income tax laws, the difference between tax and financial reporting bases of assets and liabilities (temporary differences), estimates of amounts due or owed, the timing of reversals of temporary differences and current financial accounting standards. Actual results could differ significantly from the estimates due to tax law interpretations used in determining the current and deferred income tax liabilities. Additionally, there can be no assurances that estimates and interpretations used in determining income tax liabilities may not be challenged by federal and state taxing authorities.
In establishing a provision for income tax expense, we must make judgments and interpretations about the application of these inherently complex tax laws. We must also make estimates about when in the future certain items will affect taxable income in the various tax jurisdictions, both domestic and foreign. We evaluate our uncertain tax positions in accordance with ASC 740, Income Taxes. We believe that our unrecognized tax benefits, including related interest and penalties, are adequate in relation to the potential for additional tax assessments.
We are also subject to routine corporate tax audits by the various tax jurisdictions. In the preparation of income tax returns, tax positions are taken based on interpretation of federal and state income tax laws as well as foreign tax laws. We review our uncertain tax positions quarterly, and we may adjust these unrecognized tax benefits in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact income tax expense in the period in which such determination is made.
Results of Operations
Net Interest Income and Margin (Fully Taxable Equivalent Basis)
Net interest income is defined as the difference between interest earned on loans, available-for-sale securities and short-term investment securities, and interest paid on funding sources. Net interest income is our principal source of revenue. Net interest margin is defined as the amount of annualized net interest income, on a fully taxable equivalent basis, expressed as a percentage of average interest-earning assets. Net interest income and net interest margin are presented on a fully taxable equivalent basis to consistently reflect income from taxable loans and securities and tax-exempt securities based on the federal statutory tax rate of 35.0 percent.

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Analysis of Net Interest Income Changes Due to Volume and Rate (Fully Taxable Equivalent Basis)
Net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities, referred to as “volume change.” Net interest income is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing liabilities, referred to as “rate change.” The following table sets forth changes in interest income for each major category of interest-earning assets and interest expense for each major category of interest-bearing liabilities. The table also reflects the amount of simultaneous changes attributable to both volume and rate changes for the years indicated. For this table, changes that are not solely due to either volume or rate are allocated in proportion to the percentage changes in average volume and average rate. 
 
 
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

Net Interest Income (Fully Taxable Equivalent Basis)
2013 compared to 2012
Net interest income increased by $79.3 million to $699.1 million in 2013, compared to $619.8 million in 2012. Overall, we saw an increase in our net interest income primarily due to higher average loan balances and a higher overall yield on our available-for-sale-securities portfolio, primarily from lower premium amortization expense. These increases were partially offset by lower yields earned on our loans and available-for-sale securities.
The main factors affecting interest income and interest expense for 2013, compared to 2012, are discussed below:
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.

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We expect our loan yields will continue to be impacted by the shift in the mix of our late stage and sponsor-led buyout loans, as well as, increased pressure on the yield of our capital call lines in 2014, as a result of increased competition and the overall low interest rate environment. The 3-month LIBOR index rate was approximately 300 basis points lower than the national Prime rate at December 31, 2013.
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.
2012 compared to 2011
Net interest income increased by $91.6 million to $619.8 million in 2012, compared to $528.2 million in 2011. Overall, we saw an increase in our net interest income primarily due to higher average loan balances and growth in our available-for-sale securities portfolio, which has increased as a result of our continued growth in deposits. These increases were partially offset by lower yields earned on our loans and available-for-sale securities.
The main factors affecting interest income and interest expense for 2012 compared to 2011 are discussed below:
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.

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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.
Net Interest Margin (Fully Taxable Equivalent Basis)
Our net interest margin increased to 3.29 percent in 2013, compared to 3.19 percent in 2012 and 3.08 percent in 2011.
The net interest income factors discussed above affected our net interest margin in 2013 as follows:
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.
The net interest income factors discussed above affected our net interest margin in 2012 as follows:
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.
Average Balances, Yields and Rates Paid (Fully Taxable Equivalent Basis)
The average yield earned on interest-earning assets is the amount of annualized fully taxable equivalent interest income expressed as a percentage of average interest-earning assets. The average rate paid on funding sources is the amount of annualized interest expense expressed as a percentage of average funding sources. The following tables set forth average assets, liabilities, noncontrolling interests and SVBFG stockholders’ equity, interest income, interest expense, annualized yields and rates, and the composition of our annualized net interest margin in 2013, 2012 and 2011:

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Table of Contents

Average Balances, Yields and Rates Paid for the Year-Ended December 31, 2013, 2012 and 2011
 
 
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.

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(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.

Provision for Loan Losses
Our provision for loan losses is based on our evaluation of the existing allowance for loan losses in relation to total gross loans using historical and other objective information, and on our qualitative assessment of the inherent and identified credit risks of the loan portfolio. For a more detailed discussion of credit quality and the allowance for loan losses, see “Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates” and “-Consolidated Financial Condition-Credit Quality and the Allowance for Loan Losses” below.
The following table summarizes our allowance for loan losses for 2013, 2012 and 2011, respectively:
 
 
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

We had a provision for loan losses of $63.7 million in 2013, compared to a provision of $44.3 million in 2012. 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 of $21.9 million. Gross loan charge-offs of $42.7 million and loan recoveries of $11.2 million were primarily from our hardware, software and other commercial client portfolios.
We had a provision for loan losses of $44.3 million in 2012, compared to a provision of 6.1 million in 2011. The provision of $44.3 million in 2012 was primarily due to net charge-offs of $23.6 million as well as a provision of $23.1 million reflective of period-end loan growth of $2.0 billion. Gross loan charge-offs of $33.3 million in 2012 were primarily from our hardware client portfolio. Loan recoveries of $9.7 million in 2012 were primarily from our software client portfolio.
Our impaired loans totaled $52 million at December 31, 2013, compared to $38 million at December 31, 2012. The allowance for loan losses related to impaired loans was $21 million at December 31, 2013, compared to $6 million at December 31, 2012. The increase came primarily from four loans within our software and hardware portfolios.


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Table of Contents

Noninterest Income
A summary of noninterest income for 2013, 2012 and 2011 is as follows:
 
 
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
)
 
 
NM—Not meaningful

(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

 
 
 
NM—Not meaningful
(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.
Included in net income is income and expense attributable to noncontrolling interests. We recognize, as part of our investment funds management business through SVB Capital and Debt Fund Investments, the entire income or loss from funds where we own significantly less than 100% of the investment. We are required under GAAP to consolidate 100% of the results of entities that we are deemed to control, even though we may own less than 100% of such entities. The relevant amounts attributable to investors other than us are reflected under “Net Income Attributable to Noncontrolling Interests” on our statements of income. Where applicable, the non-GAAP tables presented below for noninterest income and net gains on investment securities exclude noncontrolling interests, as well as gains from sales of certain available-for-sale-securities and certain other assets. We believe these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding our performance by excluding certain items that represent income attributable to investors other than us and our subsidiaries. Our management uses, and believes that investors benefit from referring to, these non-GAAP financial measures in assessing our operating results and when planning, forecasting and analyzing future periods. However, these non-GAAP financial measures should be considered in addition to, not as a substitute for or preferable to, financial measures prepared in accordance with GAAP.

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The following table provides a summary of non-GAAP noninterest income, net of noncontrolling interests:
 
 
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

 
 
NM—Not meaningful

Foreign Exchange Fees

Foreign exchange fees represent the income differential between purchases and sales of foreign currency on behalf of our clients and offsetting trades with correspondent banks. Foreign exchange fees were $57.4 million in 2013, compared to $52.4 million and $45.8 million in 2012 and 2011, respectively. The increases reflect improving business conditions for our clients, which has resulted in a higher number of trades as well as an improvement in our spread. Additionally, the increase has been influenced by growth in our larger, later-stage client base that typically uses more foreign exchange products.
Credit Card Fees
Credit card fees were $32.5 million in 2013, compared to $24.8 million and $18.7 million in 2012 and 2011, respectively. The increases reflect increased client awareness of our credit card products and the introduction of custom payment solutions, which has resulted in new credit card clients and an increase in client activity. Custom payment solutions primarily utilize virtual cards for clients with high volume payment processing needs.
Lending Related Fees
Lending related fees were $21.0 million in 2013, compared to $18.0 million and $8.9 million in 2012 and 2011, respectively. The increase in 2013 is due to an increase in unused commitment fees as our loan commitments available for funding balance increased from $8 billion to $10 billion. The increase in 2012 included a $5.9 million increase in unused commitment fees, primarily resulting from the prospective reclassification of certain fees from interest income to noninterest income. The comparable amount of these fees included in interest income in 2011 was $5.2 million.
Client Investment Fees
We offer a variety of investment products on which we earn fees. These products include money market mutual funds, overnight repurchase agreements, sweep money market funds and fixed income securities available through client-directed accounts offered through SVB Securities, our broker dealer subsidiary, and fixed income management services offered through SVB Asset Management, our investment advisory subsidiary.
Client investment fees were $14.0 million in 2013, compared to $14.5 million and $12.4 million in 2012 and 2011, respectively. The decrease in 2013 from 2012 is reflective of lower margins earned on certain products owing to the overall low rates in the short-term fixed income markets. The increase in 2012 from 2011 was primarily a result of our clients' increased utilization of our off-balance sheet sweep money market funds. The following table summarizes average client investment funds for 2013, 2012 and 2011:

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Table of Contents

 
 
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

 
 
 
NM—Not meaningful
(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.
The following table summarizes period-end client investment funds at December 31, 2013, 2012 and 2011:
 
 
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

 
 
NM—Not meaningful
Gains on Investment Securities, Net
Net gains on investment securities include both gains from our non-marketable and other securities, as well as gains from sales of our available-for-sale securities portfolio, when applicable.
Our available-for-sale securities portfolio is a fixed income investment portfolio that is managed to earn an appropriate portfolio yield over the long-term while maintaining sufficient liquidity and credit diversification as well as addressing our asset/liability management objectives. Though infrequent, the sale of investments from our available-for-sale portfolio results in net gains or losses on investment securities, and are within the guidelines of our investment policy of managing our liquidity position and interest rate risk. Pre-tax gains from the sale of certain available-for-sale securities were minimal during 2013 and 2012.
Our non-marketable and other securities portfolio primarily represents investments in venture capital and private equity funds, venture debt funds and private and public portfolio companies. We experience variability in the performance of our non-marketable and other securities from period to period, which results in net gains or losses on investment securities (both realized and unrealized). This variability is due to a number of factors, including unrealized changes in the fair value of our investments, changes in the amount of realized gains from distributions, or changes in liquidity events and general economic and market conditions. Unrealized gains from non-marketable and other securities for any single period are typically driven by valuation changes, and are therefore subject to potential increases or decreases in future periods. Such variability may lead to volatility in the gains or losses from investment securities and as such our results for a particular period are not necessarily indicative of our expected performance in a future period.
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.
In 2013 we had net gains on investment securities of $419.4 million, compared to $122.1 million and $195.0 million in 2012 and 2011, respectively. Net gains on investment securities, net of noncontrolling interests and excluding gains on sales of certain available-for-sale securities, were $77.3 million in 2013, compared to $31.5 million and $32.7 million in 2012 and 2011, respectively. Net gains, net of noncontrolling interests and excluding gains on sales of certain available-for-sale securities, of $77.3 million in 2013 were driven by the following:
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.

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Table of Contents

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.
The following tables provide a summary of non-GAAP net gains on investment securities, net of noncontrolling interests, for 2013, 2012 and 2011:
(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



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Table of Contents

Gains on Derivative Instruments, Net
A summary of gains on derivative instruments, net, for 2013, 2012 and 2011 is as follows:
  
 
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
)
 
 
 
 NM—Not meaningful
(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 derivative instruments were $42.2 million in 2013, compared to $18.7 million in 2012 and $36.8 million in 2011. The increase of $23.5 million in 2013 was primarily due to the following:
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.
The decrease of $18.1 million in 2012 was primarily due to the following:
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.

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Table of Contents

Other Noninterest Income
A summary of other noninterest income for 2013, 2012 and 2011 is as follows:
 
 
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

 
 
NM—Not meaningful
(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.

Other noninterest income was $36.1 million in 2013, compared to $36.4 million in 2012 and $21.2 million in 2011. The change in other noninterest income from 2013 to 2012 was due to the following:
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.
The increase of $15.1 million in 2012 was primarily due to the following:
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.







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Table of Contents


Noninterest Expense
A summary of noninterest income for 2013, 2012 and 2011 is as follows:
 
 
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

Included in noninterest expense is expense attributable to noncontrolling interests. See below for a summary of non-GAAP noninterest expense and non-GAAP operating efficiency ratio, both of which exclude noncontrolling interests.
Non-GAAP Noninterest Expense
We use and report non-GAAP noninterest expense, non-GAAP taxable equivalent revenue and non-GAAP operating efficiency ratio, which excludes noncontrolling interests and net gains from note repurchases and termination of corresponding interest rate swaps (when applicable). We believe these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding our performance by: (i) excluding certain items that represent expenses attributable to investors other than us and our subsidiaries, or certain items that do not occur every reporting period; or (ii) providing additional information used by management that is not otherwise required by GAAP or other applicable requirements. Our management uses, and believes that investors benefit from referring to, these non-GAAP financial measures in assessing our operating results and when planning, forecasting and analyzing future periods. However, these non-GAAP financial measures should be considered in addition to, not as a substitute for or preferable to, financial measures prepared in accordance with GAAP. The table below provides a summary of non-GAAP noninterest expense and non-GAAP operating efficiency ratio, both net of noncontrolling interests:

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Table of Contents

 
 
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
)
 
 
 
NM—Not meaningful
(1)
The non-GAAP operating efficiency ratio is calculated by dividing non-GAAP noninterest expense by non-GAAP total taxable-equivalent income.
Compensation and Benefits Expense
The following table provides a summary of our compensation and benefits expense:
 
 
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.
Compensation and benefits expense was $366.8 million in 2013, compared to $326.9 million in 2012 and $313.0 million in 2011. The key changes in factors driving the increase in compensation and benefits expense in 2013 were as follows:
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.

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Table of Contents

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.
The increase in compensation and benefits expense of $13.9 million in 2012 was primarily due to the following:
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.
Our variable compensation plans primarily consist of our Incentive Compensation Plan, Direct Drive Incentive Compensation Plan, 401(k) and ESOP Plan, Retention Program and Warrant Incentive Plan. Total costs incurred under these plans were $123.2 million in 2013, compared to $101.2 million in 2012 and $110.3 million in 2011. These amounts are included in total compensation and benefits expense discussed above.
Professional Services
Professional services expense was $76.2 million in 2013, compared to $67.8 million in 2012 and $60.8 million in 2011. The increases were primarily due to increased consulting fees related to our ongoing business and IT infrastructure initiatives.
Premises and Equipment
Premises and equipment expense was $45.9 million in 2013, compared to $40.7 million in 2012 and $28.3 million in 2011. The increases were primarily due to increased spending to enhance and maintain our IT infrastructure.
Business Development and Travel
Business development and travel expense was $33.3 million in 2013, compared to $29.4 million in 2012 and $24.3 million in 2011. The increases were primarily reflective of our increased focus on global initiatives and increased business development activity due to improving economic and business conditions.
Net Occupancy
Net occupancy expense was $24.9 million in 2013, compared to $22.5 million in 2012 and $19.6 million in 2011. The increases were reflective of lease renewals at higher rates and the expansion of certain existing offices in both 2013 and 2012.
Provision for Unfunded Credit Commitments
We recorded a provision for unfunded credit commitments of $7.6 million in 2013, compared to $0.5 million in 2012 and $4.4 million in 2011. The provision in 2013 was primarily due to growth in total unfunded credit commitments and letters of credit balances which increased by $2.9 billion to $11.5 billion in 2013 from $8.6 billion in 2012.
The provision for unfunded credit commitments of $0.5 million in 2012 was primarily reflective of a decrease in the reserve rate applied to our unfunded commitments due to improved credit performance across our client portfolio. Additionally, growth in total unfunded credit commitments and letters of credit balances was $543 million in 2012, compared to $1.1 billion in 2011.
Other Noninterest Expense
A summary of other noninterest expense for 2013, 2012 and 2011 is as follows:

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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.
Net Income Attributable to Noncontrolling Interests
Included in net income is income and expense attributable to noncontrolling interests. The relevant amounts attributable to investors other than us are reflected under “Net Income Attributable to Noncontrolling Interests” in our statements of income.
In the table below, noninterest income consists primarily of investment gains and losses from our consolidated funds. Noninterest expense is primarily related to management fees paid by our managed funds to SVB Financial’s subsidiaries as the funds’ general partners. A summary of net income attributable to noncontrolling interests for 2013, 2012 and 2011 is as follows:
 
 
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
)
 
 
NM—Not meaningful
(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.
Income Taxes
Our effective income tax expense rate was 39.2 percent in 2013, compared to 39.3 percent in 2012 and 40.9 percent in 2011. The decrease in the tax rate in 2013 was primarily attributable to lower state taxes offset by a one-time prior period tax expense adjustment of $2.9 million. The decrease in the tax rate in 2012 was primarily attributable to lower state taxes and lower taxes on foreign operations.
Our effective tax rate is calculated by dividing income tax expense by the sum of income before income tax expense and the net income attributable to noncontrolling interests.
Operating Segment Results
We have three segments for which we report our financial information: Global Commercial Bank, SVB Private Bank and SVB Capital.
We report segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of our reporting segments. Please

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refer to Note 20—”Segment Reporting” of the “Notes to Consolidated Financial Statements” under Part II, Item 8 of this report for additional details.
Our primary source of revenue is from net interest income, which is primarily the difference between interest earned on loans, net of FTP, and interest paid on deposits, net of FTP. Accordingly, our segments are reported using net interest income, net of FTP. FTP is an internal measurement framework designed to assess the financial impact of a financial institution’s sources and uses of funds. It is the mechanism by which an earnings credit is given for deposits raised, and an earnings charge is made for funded loans.
We also evaluate performance based on provision for loan losses, noninterest income and noninterest expense, which are presented as components of segment operating profit or loss. In calculating each operating segment’s noninterest expense, we consider the direct costs incurred by the operating segment as well as certain allocated direct costs. As part of this review, we allocate certain corporate overhead costs to a corporate account. We do not allocate income taxes to our segments. Additionally, our management reporting model is predicated on average asset balances; therefore, period-end asset balances are not presented for segment reporting purposes.
Changes in an individual client’s primary relationship designation have resulted, and in the future may result, in the inclusion of certain clients in different segments in different periods. The following is our reportable segment information for 2013, 2012 and 2011:
Global Commercial Bank
 
 
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

 
 
 
NM—Not meaningful
Income before income tax expense from our Global Commercial Bank (“GCB”) increased to $343.8 million in 2013, compared to $340.1 million in 2012 and $303.3 million in 2011, which reflects the continued growth of our core commercial business and clients, with an increase in pressure on overall loan yields as a result of the low interest rate environment and increased competition. The key components of GCB's performance are discussed below:
2013 compared to 2012
Net interest income from our GCB increased by $47.9 million in 2013, primarily due to a $70.8 million increase in loan interest income resulting mainly from an increase in average loan balances, partially offset by lower loan yields. Additionally, our GCB had a $13.0 million increase in the FTP earned for deposits due to average deposit growth. These increases were partially offset by a $38.7 million decrease in the FTP earned for deposits from decreases in market interest rates.
We had a provision for loan losses for GCB of $65.3 million in 2013, compared to $45.4 million in 2012. The provision of $65.3 million was primarily due to net charge-offs and period-end loan growth of $2.0 billion resulting in a provision of $21.9M.
Noninterest income increased by $13.6 million in 2013, primarily due to higher credit card fees and foreign exchange fees. The increase in credit card fees reflect increased client awareness of our credit card products and the introduction of custom payment solutions, which has resulted in new credit card clients and an increase in client activity. Custom payment solutions primarily utilize virtual cards for clients with high volume payment processing needs. The increase in foreign exchange fees was primarily due to improved business conditions for our clients, which has resulted in an increase in the number of trades and commissioned notional volumes.
Noninterest expense increased by $37.9 million in 2013, primarily due to increases in compensation and benefits and premises and equipment. Incentive compensation increased primarily from better than expected results in 2013. Higher

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compensation and benefits expenses were attributable to increased incentive plan and salaries and wages expenses. The increase in our incentive plan expenses was primarily related to our strong performance in 2013, which we exceeded internal performance targets. The increase in salaries and wages was primarily due to an increase in the average number of FTEs at GCB, which increased by 85 to 1,329 in 2013, compared to 1,244 in 2012. The increase in average FTEs was attributable to increases in positions for product development, operational and sales and advisory, as well as to support our commercial banking operations and initiatives. The increase in premises and equipment was primarily due to increased spending to enhance and maintain our IT infrastructure.
2012 compared to 2011
Net interest income from our GCB increased by $76.0 million in 2012, primarily due to a $80.8 million increase in loan interest income resulting mainly from an increase in average loan balances and a $24.1 million increase in the FTP earned for deposits due to deposit growth. These increases were partially offset by a $25.9 million decrease in the FTP earned for deposits from decreases in market interest rates.
We had a provision for loan losses for GCB of $45.4 million in 2012, compared to a provision of $13.5 million in 2011. The provision of $45.4 million in 2012 was primarily due to net charge-offs and period-end loan growth. The provision of $13.5 million in 2011 was primarily due to period-end loan growth, partially offset by a decrease in the allowance for our performing loans due to the strong overall credit quality of our clients.
Noninterest income increased by $38.7 million in 2012, primarily due to an increase in gains from debt fund investments, foreign exchange fees and credit card fees, as well as gains of $4.2 million on the sale of certain assets related to our equity management services business in the second quarter of 2012. The increase in gains from debt fund investments was driven primarily by IPO and M&A activity and other valuation increases from the investments within the funds. The increase in foreign exchange fees was primarily due to improving business conditions for our clients and increased volatility in foreign markets, which has resulted in an improvement in our spread as well as higher number of trades. The increase in credit card fees was primarily due to the addition of new credit card clients and an increase in client activity.
Noninterest expense increased by $46.0 million in 2012, primarily due to an increase in salaries and wages, premises and equipment and professional services. The increase in salaries and wages was primarily due to an increase in the average number of FTEs within GCB, which increased by 108 to 1,244 in 2012, compared to 1,136 in 2011, as well as from base salary merit increases. The increase in average FTEs was attributable to increases in positions for product development, operational and sales and advisory, as well as to support our commercial banking operations and initiatives. The increase in premises and equipment was primarily due to increased spending to enhance and maintain our IT infrastructure, as well as the write-off of certain assets. The increase in professional services was primarily due to increased consulting fees related to our ongoing business and infrastructure initiatives.
SVB Private Bank
 
 
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

Income before income tax expense from SVB Private Bank increased to $13.6 million in 2013, compared to $9.9 million in 2012 and $17.3 million in 2011. The key drivers of SVB Private Bank's performance are discussed below:
2013 compared to 2012
Net interest income from SVB Private Bank increased by $4.9 million in 2013, primarily from an increase in loan interest income from an increase in average loan balances and an increase in the FTP earned for deposits due to average deposit growth. These increases were partially offset by a decrease in the overall yield on our Private Bank loan portfolio, reflective of the current low interest rate environment.

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Noninterest expense increased by $2.3 million in 2013, primarily due to increased incentive plan expenses due to our strong performance in 2013, which we exceeded internal performance targets.
2012 compared to 2011
Net interest income from SVB Private Bank increased by $2.3 million in 2012, primarily due to an increase in the FTP earned for deposits due to deposit growth and an increase in loan interest income resulting primarily from an increase in average loan balances.
SVB Private Bank had a reduction of provision for loan losses of $1.1 million in 2012, compared to a reduction of provision of $7.4 million in 2011. The reduction of provision for both periods was primarily due to net loan recoveries.
Noninterest expense increased by $3.5 million in 2012, primarily due to an increase in compensation and benefits expense resulting from an increase in the average number of FTEs at SVB Private Bank, which increased by 9 to 43 in 2012, compared to 34 in 2011. The increase in average FTEs was to support the growth of SVB Private Bank.
SVB Capital
 
 
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

 
 
NM—Not meaningful
SVB Capital’s components of noninterest income primarily include net gains and losses on non-marketable and other securities, carried interest and fund management fees. All components of income before income tax expense discussed below are net of noncontrolling interests.
We experience variability in the performance of SVB Capital from period to period due to a number of factors, including changes in the values of our funds’ underlying investments, changes in the amount of distributions and general economic and market conditions. Such variability may lead to volatility in the gains and losses from investment securities and cause our results to differ from period to period. Results for a particular period may not be indicative of future performance.
Income before income tax expense from SVB Capital increased to $64.3 million in 2013, compared to $16.2 million in 2012 and $14.3 million in 2011, which reflects significant gains from our managed funds. The key drivers of SVB Capital's performance are discussed below:
2013 compared to 2012
Noninterest income increased $47.6 million to $75.0 million in 2013. SVB Capital’s components of noninterest income primarily include the following:
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.
2012 compared to 2011
Noninterest income remained flat at $27.4 million in both 2012 and 2011. SVB Capital’s components of noninterest income primarily include the following:
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.

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Consolidated Financial Condition
Our total assets were $26.4 billion at December 31, 2013, an increase of $3.7 billion, or 16.0 percent, compared to $22.8 billion at December 31, 2012, which increased by $2.8 billion or 14.0 percent, compared to $20.0 billion at December 31, 2011. Below is a summary of the individual components driving the changes in total assets.
Cash and Cash Equivalents
Cash and cash equivalents totaled $1.5 billion at December 31, 2013, an increase of $530 million, or 52.5 percent, compared to $1.0 billion at December 31, 2012. The increase in period-end cash balances during 2013 was due to growth in our deposit balances.
As of December 31, 2013 and December 31, 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.
Investment Securities
Investment securities totaled $13.6 billion at December 31, 2013, an increase of $1.1 billion, or 8.4 percent, compared to $12.5 billion at December 31, 2012, which increased by $1.0 billion or 8.6 percent, compared to $11.5 billion at December 31, 2011.
Our investment securities portfolio consists of both an available-for-sale securities portfolio, which represents interest-earning investment securities, and a non-marketable and other securities portfolio, which primarily represents investments managed as part of our funds management business. The following table presents a profile of our investment securities portfolio at December 31, 2013, 2012 and 2011:

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Table of Contents

 
 
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

Available-for-Sale Securities
Our available-for-sale securities portfolio is a fixed income investment portfolio that is managed to earn an appropriate portfolio yield over the long-term while maintaining sufficient liquidity and credit diversification as well as addressing our asset/liability management objectives. Available-for-sale securities were $12.0 billion at December 31, 2013, an increase of $0.6 billion, or 5.7 percent, compared to $11.3 billion at December 31, 2012, which increased by $0.8 billion or 7.7 percent, compared to $10.5 billion at December 31, 2011. The increase in 2013 was primarily due to purchases of new investments of $3.3 billion, partially offset by paydowns, scheduled maturities and called maturities of $2.4 billion. The purchases of new investments of $3.3 billion were primarily comprised of fixed-rate agency-issued mortgage securities and fixed-rate agency debentures. The paydowns, scheduled maturities and called maturities on securities of $2.4 billion were comprised of $1.8 billion in fixed-rate securities and $0.6 billion in variable-rate securities.
The increase in 2012 was primarily due to purchases of new investments of $3.9 billion, partially offset by paydowns, scheduled maturities and called maturities of $2.7 billion and sales of $329 million. The purchases of new investments of $3.9 billion were primarily comprised of fixed-rate agency-issued mortgage securities and fixed-rate agency debentures. The paydowns, scheduled maturities and called maturities on securities of $2.7 billion were comprised of $2.1 billion in fixed-rate securities and $657 million in variable-rate securities. The sales of $329 million were primarily comprised of U.S. agency securities. These securities were sold as part of our portfolio management strategy of managing duration risk.
Portfolio duration is a standard measure used to approximate changes in the market value of fixed income instruments due to a change in market interest rates. The measure is an estimate based on the level of current market interest rates, expectations for changes in the path of forward rates and the effect of forward rates on mortgage prepayment speed assumptions. As such, portfolio duration will fluctuate with changes in market interest rates. Changes in portfolio duration are also impacted by changes in the mix of longer versus shorter term-to-maturity securities. At December 31, 2013, our estimated portfolio duration was 3.3 years, compared to 2.2, and 1.8, years at December 31, 2012 and 2011, respectively.

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Non-Marketable and Other Securities
Our non-marketable and other securities portfolio primarily represents investments in venture capital and private equity funds, debt funds and private and public portfolio companies. A majority of these investments are managed through our SVB Capital funds business in funds of funds and direct venture and private equity funds. Included in our non-marketable and other securities carried under fair value accounting are amounts that are attributable to noncontrolling interests. We are required under GAAP to consolidate 100% of these investments that we are deemed to control, even though we may own less than 100% of such entities. See below for a summary of the carrying value (as reported) of non-marketable and other securities compared to the amounts attributable to SVBFG.
Non-marketable and other securities were $1.6 billion at December 31, 2013, an increase of $411 million, or 34.7 percent, compared to $1.2 billion at December 31, 2012, which increased by $180 million or 17.9 percent, compared to $1.0 billion at December 31, 2011.
The increase in non-marketable and other securities of $411 million in 2013 was primarily related to the following:
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.

The increase in non-marketable and other securities of $180 million in 2012 was primarily related to the following:
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.
The following table summarizes the carrying value (as reported) of non-marketable and other securities compared to the amounts attributable to SVBFG (which generally represents the carrying value times our ownership percentage) 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
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

 
 

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(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.

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Loans
The following table details the composition of the loan portfolio, net of unearned income, as of the five most recent year-ends:
 
 
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.
We saw an increase in commercial loans from December 31, 2012 to December 31, 2013 in all of our client industry segments, with particularly strong growth in sponsor-led buyouts by later stage clients in our software portfolio, as well as from capital call lines of credit for our venture capital/private equity clients.

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Loan Concentration
Loan concentrations may exist when there are borrowers engaged in similar activities or types of loans extended to a diverse group of borrowers that could cause those borrowers or portfolios to be similarly impacted by economic or other conditions. A substantial percentage of our loans are commercial in nature. The breakdown of total gross loans and total loans as a percentage of gross loans by industry sector is as follows:
 
 
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.


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The following table provides a summary of gross loans by size and category. The breakout of the categories is based on total client balances (individually or in the aggregate) as of December 31, 2013:
 
 
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.
At December 31, 2013, gross loans equal to or greater than $20 million to any single client (individually or in the aggregate) totaled $4.2 billion, or 38.4 percent of our portfolio. These loans represented 122 clients, and of these loans, none were on nonaccrual status as of December 31, 2013.
The following table provides a summary of gross loans by size and category. The breakout of the categories is based on total client balances (individually or in the aggregate) as of December 31, 2012:
 
 
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

 
 
 

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Table of Contents

(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.
At December 31, 2012, gross loans equal to or greater than $20 million to any single client (individually or in the aggregate) totaled $3.1 billion, or 34.8 percent of our portfolio. These loans represented 102 clients, and of these loans, none were on nonaccrual status as of December 31, 2012.
The credit profile of our clients varies across our loan portfolio, based on the nature of the lending we do for different market segments. Our technology and life sciences loan portfolio includes loans to clients at all stages of their life cycles, beginning with our SVB Accelerator practice, which serves our emerging or early-stage clients. Loans provided to early-stage clients represent a relatively small percentage of our overall portfolio at approximately 9.2 percent of total gross loans at both December 31, 2013 and 2012 . Typically, these loans are made to companies with modest or negative cash flows and no established record of profitable operations. Repayment of these loans may be dependent upon receipt by borrowers of additional equity financing from venture capitalists or others, or in some cases, a successful sale to a third party or a public offering. Venture capital firms may provide financing at lower levels, more selectively or on less favorable terms, which may have an adverse effect on our borrowers that are otherwise dependent on such financing to repay their loans to us. When repayment is dependent upon the next round of venture investment and there is an indication that further investment is unlikely or will not occur, it is often likely the company would need to be sold to repay its debt in full. If reasonable efforts have not yielded a likely buyer willing to repay all debt at the close of the sale or on commercially viable terms, the account will most likely be deemed to be impaired.
At December 31, 2013, our lending to venture capital/private equity firms represented 21.9 percent of total gross loans, compared to 19.4 percent of total gross loans at December 31, 2012. Many of these clients have capital call lines of credit, the repayment of which is dependent on the payment of capital calls by the underlying limited partner investors in the funds managed by these firms.
At December 31, 2013, sponsor-led buyout loans represented 12.5 percent of total gross loans, compared to 11.8 percent of total gross loans at December 31, 2012. These loans are typically larger in nature and repayment is generally dependent upon the cash flows of the acquired company. However, these loans are typically highly-secured and therefore carry lower credit risk.
At December 31, 2013, our asset-based lending, which consists primarily of working capital lines and accounts receivable factoring represented 7.3 percent and 4.2 percent, respectively, of total gross loans, compared to 7.0 percent and 4.8 percent, respectively at December 31, 2012. The repayment of these arrangements is dependent on the financial condition, and payment ability, of third parties with whom our clients do business.
Approximately 39.7 percent of our outstanding total gross loan balances as of December 31, 2013 were to borrowers based in California compared to 38.5 percent as of December 31, 2012. Other than California, there were no states with balances greater than 10 percent.
As of December 31, 2013, 78.4 percent, or $8.6 billion, of our outstanding total gross loans were variable-rate loans that adjust at a prescribed measurement date upon a change in our prime-lending rate or other variable indices, compared to 76.3 percent, or $6.9 billion, as of December 31, 2012. The following table sets forth the remaining contractual maturity distribution of our gross loans by industry sector at December 31, 2013, for fixed and variable rate loans:

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Table of Contents

 
 
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

Upon maturity, loans satisfying our credit quality standards may be eligible for renewal. Such renewals are subject to the normal underwriting and credit administration practices associated with new loans. We do not grant loans with unconditional extension terms.

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Table of Contents

Loan Administration
The Credit Committee of our Board of Directors (formerly the Directors' Loan Committee) oversees our credit risks and strategies, as well as our credit policies and lending practices.
Subject to the oversight of the Credit Committee, lending authority is delegated to the Chief Credit Officer and our management's Loan Committee, which consists of the Chief Credit Officer and other senior members of our lending management. Requests for new and existing credit extensions that meet certain size and underwriting criteria may be approved outside of our Loan Committee by designated senior lenders or jointly with a senior credit officer or division risk manager.
Credit Quality Indicators
As of December 31, 2013, our criticized and impaired loans represented 5.7 percent of our total gross loans. This compares to 6.6 percent at December 31, 2012. A majority of our criticized loans are from our SVB Accelerator portfolio, serving our emerging or early stage clients. Loans to early stage clients make up approximately 9 percent of our loan portfolio. It is common for an emerging early stage client’s remaining liquidity to fall temporarily below the threshold for a pass-rated credit during its capital-raising period for a new round of funding. This situation typically lasts only a few weeks and, in our experience, generally resolves itself with a subsequent round of venture funding. As a result, we expect that each of our early-stage clients will be managed through our criticized portfolio during a portion of their life cycle. Criticized loan levels will continue to vary but are expected to remain within the current range.

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Table of Contents

Credit Quality and Allowance for Loan Losses
The following table presents a summary of the activity for the allowance for loan losses as of the five most recent year-ends:
 
 
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



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Table of Contents

The following table summarizes the allocation of the allowance for loan losses among specific classes of loans as of the five most recent year-ends:
 
 
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.


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Nonperforming Assets
Nonperforming assets consist of loans on nonaccrual status and foreclosed property classified as Other Real Estate Owned (“OREO”). We measure all loans placed on nonaccrual status for impairment based on the fair value of the underlying collateral or the net present value of the expected cash flows. The table below sets forth certain data and ratios between nonperforming loans, nonperforming assets and the allowance for loan losses:
 
 
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.

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Nonaccrual Loans
The following table presents a detailed composition of nonaccrual loans by industry sector as of the five most recent year-ends:
 
 
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


If the nonaccrual loans for 2013, 2012, 2011, 2010 and 2009 had not been impaired, $3.5 million, $2.9 million, $3.4 million, $3.1 million and $7.7 million, respectively, in interest income would have been recorded.
Accrued Interest Receivable and Other Assets
A summary of accrued interest receivable and other assets at December 31, 2013 and 2012 is as follows:
 
 
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

 
 
  
NM—Not meaningful
(1)
See “Derivatives” section below.
Deferred Tax Assets
Our deferred taxes moved to a net asset position as of December 31, 2013, primarily due to a decrease in the fair value of our available-for-sale securities portfolio resulting from significant increases in period-end market interest rates.
Foreign Exchange Spot Contract Assets
Foreign exchange spot contract assets represent unsettled client trades at the end of the period. The increase of $31 million was primarily due to increased client trade activity at period-end, and is consistent with the increase in foreign exchange spot contract liabilities (see “Other Liabilities” section below).

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Derivatives
Derivative instruments are recorded as a component of other assets and other liabilities on the balance sheet. The following table provides a summary of derivative assets and liabilities, net at December 31, 2013 and 2012
 
 
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


Equity Warrant Assets
In connection with negotiating credit facilities and certain other services, we often obtain rights to acquire stock in the form of equity warrant assets in primarily private, venture-backed companies in the technology and life science industries. At December 31, 2013, we held warrants in 1,320 companies, compared to 1,270 companies at December 31, 2012. The change in fair value of equity warrant assets is recorded in gains on derivatives instruments, net, in noninterest income, a component of consolidated net income. The following table provides a summary of transactions and valuation changes for the years ended December 31, 2013 and 2012: 
 
 
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


Foreign Exchange Forward and Foreign Currency Option Contracts
We enter into foreign exchange forward contracts and foreign currency option contracts with clients involved in foreign activities, either as the purchaser or seller, depending upon the clients’ need. For each forward or option contract entered into with our clients, we enter into an opposite way forward or option contract with a correspondent bank, which mitigates the risk of fluctuations in currency rates. We also enter into forward contracts with correspondent banks to economically reduce our foreign exchange exposure related to certain foreign currency denominated instruments. Revaluations of foreign currency denominated instruments are recorded on the line item “Other” as part of noninterest income, a component of consolidated net income. We have not experienced nonperformance by a counterparty and therefore have not incurred any related losses. Further, we anticipate performance by all counterparties. Our net exposure for foreign exchange forward and foreign currency option contracts at December 31, 2013 and 2012 amounted to $2.9 million and $0.7 million, respectively. For additional information on our foreign exchange forward contracts and foreign currency option contracts, see Note 12–“Derivative Financial Instruments” of the “Notes to the Consolidated Financial Statements” under Part II, Item 8 of this report.
Interest Rate Swaps
For information on our interest rate swaps, please refer to Note 12–“Derivative Financial Instruments” of the “Notes to Consolidated Financial Statements” under Part II, Item 8 of this report.

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Deposits
The following table presents the composition of our deposits as of December 31, 2013, 2012, and 2011:
 
 
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

  
The increase in deposits of $3.3 billion in 2013 was primarily driven by increases in our noninterest-bearing demand and money market deposits of $2.0 billion and $1.4 billion, respectively, reflective of growth from new clients and strong IPO and M&A activity during the year resulting in increased balances from existing clients. No material portion of our deposits has been obtained from a single depositor and the loss of any one depositor would not materially affect our business.
The increase in deposits of $2.5 billion in 2012 was primarily driven by increases in our noninterest-bearing demand deposits of $2.0 billion, reflective of growth from new clients and the continued lack of attractive market investment opportunities for our deposit clients.
At December 31, 2013, 29.3 percent of our total deposits were interest-bearing deposits, compared to 27.6 percent at December 31, 2012 and 29.0 percent at December 31, 2011.
At December 31, 2013, the aggregate balance of time deposit accounts individually equal to or greater than $100,000 totaled $197 million, compared to $133 million at December 31, 2012 and $126 million at December 31, 2011. At December 31, 2013, substantially all time deposit accounts individually equal to or greater than $100,000 were scheduled to mature within one year. The maturity profile of our time deposits as of December 31, 2013 is as follows:
 
 
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

Short-Term Borrowings
The following table summarizes our short-term borrowings that mature in one month or less:
 
 
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

 

 


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Average daily balances and maximum month-end balances for our short-term borrowings in 2013, 2012 and 2011 are as follows:
 
 
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.

Long-Term Debt
The following table represents outstanding long-term debt at December 31, 2013, 2012 and 2011:
 
 
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

The decrease of $3 million in our long-term debt in 2013 was primarily due to a decrease in the value of the hedge associated with our 6.05% Subordinated Notes. The decrease in our long-term debt in 2012 was primarily due to the maturity of $141 million of our 5.70% Senior Notes on June 1, 2012.
For more information on our long-term debt, please refer to Note 11–“Short-Term Borrowings and Long-Term Debt” of the “Notes to the Consolidated Financial Statements” under Part II, Item 8 in this report.

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Other Liabilities
A summary of other liabilities at December 31, 2013 and 2012 is as follows:
 
 
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.
Foreign Exchange Spot Contract Liabilities
Foreign exchange spot contract liabilities represent unsettled client trades at the end of the period. The increase of $33 million was primarily due to increased client trade activity at period-end, and is consistent with the increase in foreign exchange spot contract assets. (See “Accrued Interest Receivable and Other Assets” section above).
Accrued Compensation
Accrued compensation includes amounts for our Incentive Compensation Plans, Direct Drive Incentive Compensation Plan, Retention Program, Warrant Incentive Plan, ESOP/profit sharing and other compensation arrangements. The increase of $23 million was primarily the result of larger incentive compensation accruals at December 31, 2013 due to our strong performance in 2013. For a description of our variable compensation plans please refer to Note 15—“Employee Compensation and Benefit Plans” of the “Notes to the Consolidated Financial Statements” under Part II, Item 8 in this report.
Net Deferred Tax Liabilities
Our deferred taxes moved to a net asset position as of December 31, 2013, primarily due to a decrease in the fair value of our available-for-sale securities portfolio resulting from significant increases in period-end market interest rates. See "Other Assets" above.
Reserve for Unfunded Credit Commitments
Our reserve for unfunded credit commitments increased to $30 million at December 31, 2013, compared to $22 million at December 31, 2012, due to a $2.9 billion increase in unfunded credit commitments during 2013.
Noncontrolling Interests
Noncontrolling interests totaled $1.1 billion and $0.8 billion at December 31, 2013 and 2012, respectively. The increase of $0.3 billion was primarily due to net income attributable to noncontrolling interests of $330 million for the year ended December 31, 2013, primarily related to unrealized gains from FireEye and Twitter and other valuation increases in our managed funds. For more information, refer to Note 2—"Summary of Significant Accounting Policies—Principles of Consolidation and Presentation" of the "Notes to the Consolidated Financial Statements" under Part II, Item 8 in this report.

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Capital Resources
Our management seeks to maintain adequate capital to support anticipated asset growth, operating needs and unexpected credit risks, and to ensure that SVB Financial and the Bank are in compliance with all regulatory capital guidelines. Our primary sources of new capital include retained earnings and proceeds from the sale and issuance of capital stock or other securities. Our management engages, in consultation with the Finance Committee of our Board of Directors, in a regular capital planning process in an effort to optimize the use of the capital available to us and to appropriately plan for our future capital needs. The capital plan considers capital needs for the foreseeable future and allocates capital to both existing and future business activities. Expected future use or activities for which capital may be set aside include balance sheet growth and associated relative increases in market or credit exposure, investment activity, potential product and business expansions, acquisitions and strategic or infrastructure investments.
SVBFG Stockholders’ Equity
SVBFG stockholders’ equity totaled $2.0 billion at December 31, 2013, an increase of $136 million, or 7.4 percent compared to $1.8 billion at December 31, 2012. This increase was primarily the result of net income of $216 million in 2013 and an increase in additional-paid-in-capital of $77 million primarily from stock option exercises and amortization of share based compensation expense. These increases were offset by a decrease in accumulated other comprehensive (loss) income of $157 million primarily as a result of the decline in the fair value of our available-for-sale securities portfolio as a result of significant increases in period-end market interest rates.
Funds generated through retained earnings are a significant source of capital and liquidity and are expected to continue to be so in the future.
Capital Ratios
Regulatory capital ratios for SVB Financial and the Bank exceeded minimum federal regulatory guidelines for a well-capitalized depository institution as of December 31, 2013, 2012 and 2011. See Note 19–“Regulatory Matters” of the “Notes to the Consolidated Financial Statements” under Part II, Item 8 in this report for further information. Capital ratios for SVB Financial and the Bank, compared to the minimum regulatory ratios to be considered “well capitalized” and “adequately capitalized”, are set forth below:
 
 
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.
2013 compared to 2012

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Our total risk-based capital (includes tier 1 and tier 2 capital components) and tier 1 risk-based capital ratios for both SVB Financial and the Bank decreased compared to December 31, 2012, reflective of continued growth in risk-weighted assets and the increase in other comprehensive loss due to the decrease in available-for-sale securities valuations at December 31, 2013, partially offset by growth in retained earnings and additional paid-in-capital. The growth in risk-weighted assets was primarily due to the significant growth in our loan balances. Our tier 1 leverage ratio for SVB Financial increased compared to December 31, 2012 due to growth in retained earnings and additional-paid-in-capital, the impact of which was partially offset by continued growth in assets. Our tier 1 leverage ratio for the Bank held relatively flat as our growth in retained earnings matched our growth in assets. All of our capital ratios are above the levels to be considered “well capitalized”.
2012 compared to 2011
Our total risk-based capital (includes tier 1 and tier 2 capital components) and tier 1 risk-based capital ratios for both SVB Financial and the Bank increased compared to December 31, 2011 reflective of growth in retained earnings, largely offset by continued growth in risk-weighted assets. Additionally, during the third quarter of 2012, we refined our determination of certain unfunded credit commitments related to the contractual borrowing base, which increased these ratios by approximately 40 basis points. Our tier 1 leverage ratios for both SVB Financial and the Bank increased compared to December 31, 2011 due to growth in retained earnings and additional-paid-in-capital, the impact of which was partially offset by continued growth in assets. All of our capital ratios are above the levels to be considered “well capitalized”.
The tangible common equity to tangible assets ratio and the tangible common equity to risk-weighted assets ratios are not required by GAAP or applicable bank regulatory requirements. However, we believe these ratios provide meaningful supplemental information regarding our capital levels. Our management uses, and believes that investors benefit from referring to, these ratios in evaluating the adequacy of the Company’s capital levels; however, this financial measure should be considered in addition to, not as a substitute for or preferable to, comparable financial measures prepared in accordance with GAAP. These ratios are calculated by dividing total SVBFG stockholder’s equity, by total period-end assets and risk-weighted assets, after reducing both amounts by acquired intangibles, if any. The manner in which this ratio is calculated varies among companies. Accordingly, our ratio is not necessarily comparable to similar measures of other companies. The following table provides a reconciliation of non-GAAP financial measures with financial measures defined by GAAP:
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


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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.
2013 compared to 2012
For both SVB Financial and the Bank, the tangible common equity to tangible assets and tangible common equity to risk-weighted assets ratios decreased due to increases in tangible and risk weighted assets. For the tangible common equity to tangible assets ratios, the growth in tangible assets exceeded the growth in equity, which primarily reflects our growth in investment securities and period-end loan balances. For the tangible common equity to risk-weighted assets ratios, the growth in risk-weighted assets exceeded the growth in equity, which primarily reflects our growth in period-end loan balances.
2012 compared to 2011
For both SVB Financial and the Bank, the tangible common equity to tangible assets and tangible common equity to risk-weighted assets ratios increased due to an increase in retained earnings, an increase in accumulated other comprehensive income from increases in the fair value of our available-for-sale securities portfolio, and an increase in additional-paid-in-capital from stock option exercises, stock purchases under our ESPP plan, and ESOP contributions during 2012. For the tangible common equity to tangible assets ratios, the growth in equity was partially offset by increases in tangible assets, which primarily reflects our growth in deposits. For the tangible common equity to risk-weighted assets ratios, the growth in equity was partially offset by increases in risk-weighted assets, which primarily reflects our growth in period-end loan balances.
Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
In the normal course of business, we use financial instruments with off-balance sheet risk to meet the financing needs of our customers. These financial instruments include commitments to extend credit, commercial and standby letters of credit and commitments to invest in venture capital and private equity fund investments. These instruments involve, to varying degrees, elements of credit risk. Credit risk is defined as the possibility of sustaining a loss because other parties to the financial instrument fail to perform in accordance with the terms of the contract. Please refer to the discussion of our off-balance sheet arrangements in Note 17-“Off-Balance Sheet Arrangements, Guarantees and Other Commitments” of the “Notes to Consolidated Financial Statements” under Part II, Item 8 in this report.

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As of December 31, 2013, we, or the funds in which we have an ownership interest and manage, had the following unfunded contractual obligations and commercial commitments:
 
 
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

 

 

 


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(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.
Liquidity
The objective of liquidity management is to ensure that funds are available in a timely manner to meet our financial obligations, including, as necessary, paying creditors, meeting depositors’ needs, accommodating loan demand and growth, funding investments, repurchasing securities and other operating or capital needs, without incurring undue cost or risk, or causing a disruption to normal operating conditions.
We regularly assess the amount and likelihood of projected funding requirements through a review of factors such as historical deposit volatility and funding patterns, present and forecasted market and economic conditions, individual client funding needs, and existing and planned business activities. Our Asset/Liability Committee (“ALCO”), which is a management committee, provides oversight to the liquidity management process and recommends policy guidelines for the approval of the Finance Committee of our Board of Directors, and courses of action to address our actual and projected liquidity needs.
Our deposit base is, and historically has been, our primary source of liquidity. Our deposit levels and cost of deposits may fluctuate from time to time due to a variety of factors, including market conditions, prevailing interest rates, changes in client deposit behaviors, availability of insurance protection, and our offering of deposit products. At December 31, 2013, our period-end total deposit balances increased by $3.3 billion to $22.5 billion, compared to $19.2 billion at December 31, 2012. The overall increase in deposit balances was primarily due to the addition of new clients and increased fundraising activity by our venture capital/private equity clients.
Our liquidity requirements can also be met through the use of our portfolio of liquid assets. Our definition of liquid assets includes cash and cash equivalents in excess of the minimum levels necessary to carry out normal business operations, short-term investment securities maturing within one year, available-for-sale securities eligible and available for financing or pledging purposes with a maturity in excess of one year and anticipated near-term cash flows from investments.
On a stand-alone basis, SVB Financial’s primary liquidity channels include dividends from the Bank, its portfolio of liquid assets, and its ability to raise debt and capital. The ability of the Bank to pay dividends is subject to certain regulations described in “Business—Supervision and Regulation—Restriction on Dividends” under Part I, Item 1 in this report.
Consolidated Summary of Cash Flows
Below is a summary of our average cash position and statement of cash flows for 2013, 2012 and 2011, respectively: (For further details, see our consolidated statements of cash flows under "Consolidated Financial Statements and Supplemental Data" under Part II, Item 8 of this report.)
 
 
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
)
Average cash and cash equivalents increased by $89 million to $1.6 billion in 2013, compared to $1.5 billion for the comparable 2012 period. The increase was primarily due to the increase in deposit balances.

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2013
Cash provided by operating activities of $173 million in 2013 included net income of $215.9 million which was partially offset by an increase in our income tax receivables of $24.8 million.
Cash used for investing activities of $2.8 billion in 2013 included $3.3 billion for purchases of available-for-sale securities and $1.9 billion net increase in loans. These cash outflows were partially offset by $2.4 billion from sales, maturities and paydowns of available-for-sale securities.
Cash provided by financing activities of $3.2 billion in 2013 included a $3.3 billion increase in deposits, partially offset by a decrease of $161 million from short-term borrowings, primarily due to pay-offs of Federal funds purchased during the year.
Cash and cash equivalents at December 31, 2013 were $1.5 billion, compared to $1.0 billion at December 31, 2012.
2012
Cash provided by operating activities of $202 million in 2012 included net income of $175 million and $35 million in net cash received from accounts receivable/payable, partially offset by cash outflows of $51 million to reduce our net foreign exchange spot contract position and $16 million in net payouts of accrued compensation.
Cash used for investing activities of $2.9 billion in 2012 included $3.9 billion for purchases of available-for-sale securities, a $2.0 billion net increase in loans, $262 million for purchases of non-marketable and other securities and $40 million for purchases of premises and equipment. These cash outflows were partially offset by $3.1 billion from sales, maturities and paydowns of available-for-sale securities, $176 million from sales or distributions of non-marketable and other securities and $10 million in recoveries from loans previously charged-off.
Cash provided by financing activities of $2.6 billion in 2012 included a $2.5 billion increase in deposits, $166 million from short-term borrowings, $59 million from capital contributions (net of distributions) from noncontrolling interests and $29 million from the issuance of common stock and ESPP. These cash inflows were offset by principal payments of $141 million upon maturity of our 5.70% Senior Notes.
Cash and cash equivalents at December 31, 2012 were $1.0 billion, compared to $1.1 billion at December 31, 2011.
2011
Cash provided by operating activities of $166 million in 2011 included net income of $172 million, a $63 million increase in net foreign exchange spot contracts and a $35 million increase in accrued compensation. These increases were partially offset by net cash outflows of $39 million from accounts receivable/payable and net cash outflows of $12 million from interest receivable/payable.
Cash used for investing activities was $4.0 billion in 2011. Net cash outflows included purchases of available-for-sale securities of $7.1 billion, a net increase in loans of $1.4 billion, purchases of non-marketable and other securities of $224 million and purchases of premises and equipment of $31 million. Net cash inflows included proceeds from the sales, maturities and pay downs of available-for-sale securities of $4.6 billion, sales or distributions of non-marketable and other securities of $117 million and recoveries of $25 million from loans previously charged-off.
Cash provided by financing activities was $1.9 billion in 2011. Net cash inflows included increases in deposits of $2.4 billion, capital contributions (net of distributions) from noncontrolling interests of $96 million, proceeds of $37 million from the termination of portions of interest rate swaps associated with our 5.70% Senior Notes and 6.05% Subordinated Notes and proceeds from issuance of common stock and ESPP of $37 million. Net cash outflows included payments of $346 million (including repurchase premiums and associated fees) for the repurchase of portions of our 5.70% Senior Notes and 6.05% Subordinated Notes, settlement of the maturity of $250 million of our 3.875% Convertible Notes, and a decrease in short-term borrowings of $37 million due to the return of collateral to our counterparties that we had previously held related to our interest rate swaps.
Cash and cash equivalents at December 31, 2011 were $1.1 billion, compared to $3.1 billion at December 31, 2010.



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ITEM 7A.         QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk Management
Market risk is defined as the risk of adverse fluctuations in the market value of financial instruments due to changes in market interest rates. Interest rate risk is our primary market risk and can result from timing and volume differences in the repricing of our rate-sensitive assets and liabilities, widening or tightening of credit spreads, changes in the general level of market interest rates and changes in the shape and level of the benchmark LIBOR/SWAP yield curve. Additionally, changes in interest rates can influence the rate of principal prepayments on mortgage securities, which affects the rate of amortization of purchase premiums and discounts. Other market risks include foreign currency exchange risk and equity price risk. These risks are not considered significant interest rate sensitive risks and no separate quantitative information concerning them is presented herein.
Interest rate risk is managed by our ALCO. ALCO reviews the market valuation and 12-month forward looking earnings sensitivity of assets and liabilities to changes in interest rates, structural changes in investment and funding portfolios, loan and deposit activity and current market conditions. Adherence to relevant policies, which are approved by the Finance Committee of our Board of Directors, is monitored on an ongoing basis.
Management of interest rate risk is carried out primarily through strategies involving our available-for-sale securities, available funding channels and capital market activities. In addition, our policies permit the use of off-balance sheet derivative instruments to assist in managing interest rate risk.
We utilize a simulation model to perform sensitivity analysis on the economic value of equity and net interest income under a variety of interest rate scenarios, balance sheet forecasts and proposed strategies. The simulation model provides a dynamic assessment of interest rate sensitivity embedded in our balance sheet which measures the potential variability in forecasted results relating to changes in market interest rates over time. We review our interest rate risk position on a quarterly basis at a minimum.
Model Simulation and Sensitivity Analysis
One application of the aforementioned simulation model involves measurement of the impact of market interest rate changes on our economic value of equity (“EVE”). EVE is defined as the market value of assets, less the market value of liabilities, adjusted for any off-balance sheet items. A second application of the simulation model measures the impact of market interest rate changes on our net interest income (“NII”) assuming a static balance sheet as of the period-end reporting date. The market interest rate changes that affect us are principally short-term interest rates and include the following: (1) National Prime and SVB Prime rates; (2) 1-month and 3-month LIBOR; and (3) Fed Funds target rate. Changes in these short-term rates impact interest earned on our variable rate loans, variable rate available-for-sale securities and balances held as cash and cash equivalents. Additionally, deposit pricing generally follows overall changes in short-term interest rates.
The following table presents our EVE and NII sensitivity exposure at December 31, 2013 and December 31, 2012, related to an instantaneous and sustained parallel shift in market interest rates of 100 and 200 basis points.
 
 
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
)


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Economic Value of Equity
The estimated EVE in the preceding table is based on a combination of valuation methodologies including a discounted cash flow analysis and a multi-path lattice based valuation. Both methodologies use publicly available market interest rates. The model simulations and calculations are highly assumption-dependent and will change regularly as our asset/liability structure changes, as interest rate environments evolve, and as we change our assumptions in response to relevant market or business circumstances. These calculations do not reflect the changes that we anticipate or may make to reduce our EVE exposure in response to a change in market interest rates as a part of our overall interest rate risk management strategy.
As with any method of measuring interest rate risk, certain limitations are inherent in the method of analysis presented in the preceding table. We are exposed to yield curve risk, prepayment risk and basis risk, which cannot be fully modeled and expressed using the above methodology. Accordingly, the results in the preceding table should not be relied upon as a precise indicator of actual results in the event of changing market interest rates. Additionally, the resulting EVE and NII estimates are not intended to represent, and should not be construed to represent the underlying value. In addition, we assume different rates of deposit balance decreases for each interest rate scenario based on a long-term historical deposit study of our clients.
Our base case EVE at December 31, 2013 increased from December 31, 2012 by $1.3 billion primarily due to the change in balance sheet mix and a steeper yield curve due to market condition. The steeper market curve had a $620 million positive impact on the EVE. The change in balance sheet mix was primarily reflective of a $2.0 billion increase in our period-end loan portfolio, a $1.1 billion increase in investment securities and a $530 million increase in cash and cash equivalents. The increases were offset by an increase of $3.3 billion in deposits. EVE sensitivity slightly increased in the simulated upward interest rate movements due to a $2.0 billion increase in noninterest-bearing deposits. In the simulated downward interest rate movements, EVE sensitivity decreased due to steeper and higher market yield curves. The higher yield curve had a bigger reduction impact on noninterest-bearing deposits, which more than offset the asset value increase from the down rate scenarios.
12-Month Net Interest Income Simulation
Our estimated 12-month NII at December 31, 2013 increased from December 31, 2012 by $132 million primarily due to an increase of $2.0 billion in our loan portfolio which is partially offset by an increase of $1.3 billion in interest-bearing deposits. NII sensitivity stays relatively unchanged in the simulated upward interest rate movements while NII sensitivity decreased in the simulated downward interest rate movements. The NII sensitivity decreased in the simulated downward rate movements due to a lower short-end market yield curve, which reduced the negative impact of rate reset from the variable rate assets.
The simulation model used in the above analysis embeds floors in our interest rate scenarios, which prevent model benchmark rates from moving below 0.0%. In addition, we assume different deposit balance decay rates for each interest rate scenario based on a long-term historical deposit study of our clients. These assumptions may change in future periods based on management discretion. Actual changes in our deposit pricing strategies may differ from our current model assumptions and may have an impact on our overall sensitivity.

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Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
SVB Financial Group:
We have audited SVB Financial Group and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Controls over Financial Reporting (Item 9A(b)). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2013, and our report dated February 27, 2014 expressed an unqualified opinion on those consolidated financial statements.
/s/  KPMG LLP
San Francisco, California
February 27, 2014

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ITEM 8.        CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
SVB Financial Group:
We have audited the accompanying consolidated balance sheets of SVB Financial Group and subsidiaries (the Company) as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three‑year period ended December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013 and 2012, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 27, 2014 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
/s/  KPMG LLP
San Francisco, California
February 27, 2014

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SVB FINANCIAL GROUP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 
 
 
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

 

 
See accompanying notes to the consolidated financial statements.

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SVB FINANCIAL GROUP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
 
 
 
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

 See accompanying notes to the consolidated financial statements.

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SVB FINANCIAL GROUP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
 
 
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

 
 
 
 
 







See accompanying notes to the consolidated financial statements.

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SVB FINANCIAL GROUP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
 
 
 
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

See accompanying notes to the consolidated financial statements.

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SVB FINANCIAL GROUP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
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

See accompanying notes to the consolidated financial statements.

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SVB FINANCIAL GROUP AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.
Nature of Business
SVB Financial Group is a diversified financial services company, as well as a bank holding company and a financial holding company. SVB Financial was incorporated in the state of Delaware in March 1999. Through our various subsidiaries and divisions, we offer a variety of banking and financial products and services to support our clients of all sizes and stages throughout their life cycles. In these notes to our consolidated financial statements, when we refer to “SVB Financial Group,” “SVBFG”, the “Company,” “we,” “our,” “us” or use similar words, we mean SVB Financial Group and all of its subsidiaries collectively, including Silicon Valley Bank (the “Bank”), unless the context requires otherwise. When we refer to “SVB Financial” or the “Parent” we are referring only to the parent company, SVB Financial Group, unless the context requires otherwise.
We offer commercial banking products and services through our principal subsidiary, the Bank, which is a California-chartered bank founded in 1983 and a member of the Federal Reserve System. Through its subsidiaries, the Bank also offers investment advisory, asset management, private wealth management and brokerage services. We also offer non-banking products and services, such as funds management, venture capital/private equity investment and business valuation services, through our other subsidiaries and divisions. We primarily focus on serving corporate clients in the following niches: technology, life sciences, venture capital/private equity and premium wine. Our corporate clients range widely in terms of size and stage of maturity. Additionally, we focus on cultivating strong relationships with firms within the venture capital and private equity community worldwide, many of which are also our clients and may invest in our corporate clients.
We are headquartered in Santa Clara, California, and operate through 28 offices in the United States, as well as offices internationally in China, Hong Kong, India, Israel and the United Kingdom.
For reporting purposes, SVB Financial Group has three operating segments for which we report financial information in this report: Global Commercial Bank, SVB Private Bank, and SVB Capital. Financial information, results of operations and a description of the services provided by our operating segments are set forth in Note 20-“Segment Reporting” in this report.
2.
Summary of Significant Accounting Policies
Use of Estimates and Assumptions
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates may change as new information is obtained. Significant items that are subject to such estimates include measurements of fair value, the valuation of non-marketable and other securities, the valuation of equity warrant assets, the adequacy of the allowance for loan losses and reserve for unfunded credit commitments and the recognition and measurement of income tax assets and liabilities. The following discussion provides additional background on our significant accounting policies.
Principles of Consolidation and Presentation
Our consolidated financial statements include the accounts of SVB Financial Group and entities in which we have a controlling financial interest. We determine whether we have a controlling financial interest in an entity by evaluating whether the entity is a voting interest entity or a variable interest entity and whether the accounting guidance requires consolidation. All significant intercompany accounts and transactions have been eliminated.
Voting interest entities are entities that have sufficient equity and provide the equity investors voting rights that enable them to make significant decisions relating to the entity’s operations. For these types of entities, the Company’s determination of whether it has a controlling interest is based on ownership of the majority of the entities’ voting equity interest or through control of management of the entities.
VIEs are entities that, by design, either (1) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties, or (2) have equity investors that do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity. We determine whether we have a controlling financial interest in a VIE by considering whether our involvement with the VIE is significant and whether we are the primary beneficiary based on the following:
1.
We have the power to direct the activities of the VIE that most significantly impact the entity’s economic performance;

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SVB FINANCIAL GROUP AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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.
Voting interest entities in which we have a controlling financial interest or VIEs in which we are the primary beneficiary are consolidated into our financial statements.
We have not provided financial or other support during the periods presented to any VIE that we were not previously contractually required to provide. We are variable interest holders in certain partnerships for which we are the primary beneficiary. We perform on-going reassessments on the status of the entities and whether facts or circumstances have changed in relation to previously evaluated voting interest entities and our involvement in VIEs which could cause our consolidation conclusion to change.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand, cash balances due from banks, interest-earning deposits, Federal Reserve deposits, federal funds sold, securities purchased under agreements to resell and other short-term investment securities. For the consolidated statements of cash flows, we consider cash equivalents to be investments that are readily convertible to known amounts of cash, so near to their maturity that they present an insignificant risk of change in fair value due to changes in market interest rates, and purchased in conjunction with our cash management activities.
Investment Securities
Available-for-Sale Securities
Our available-for-sale securities portfolio is a fixed income investment portfolio that is managed to earn an appropriate portfolio yield over the long-term while maintaining sufficient liquidity and credit diversification as well as addressing our asset/liability management objectives. Unrealized gains and losses on available-for-sale securities, net of applicable taxes, are reported in accumulated other comprehensive income, which is a separate component of SVBFG's stockholders' equity, until realized.
We analyze available-for-sale securities for other-than-temporary impairment each quarter. Market valuations represent the cumulative current fair value of a security at a specified point in time and incorporates the risk of timing of interest due and the return of principal over the contractual life of each security. Gains and losses on securities are realized when there is a sale of the security prior to maturity. A credit downgrade represents an increased level of risk of other-than-temporary impairment, and as a part of our consideration of recording an other-than-temporary impairment we will assess the issuer's ability to service the debt and to repay the principal at contractual maturity.
We apply the other-than-temporary impairment standards of ASC 320, Investments-Debt and Equity Securities. For our debt securities, we have the intent and ability to hold these securities until we recover our cost less any credit-related loss. We separate the amount of the other-than-temporary impairment, if any, into the amount that is credit related (credit loss component) and the amount due to all other factors. The credit loss component is recognized in earnings and is the difference between a security's amortized cost basis and the present value of expected future cash flows discounted at the security's effective interest rate. The amount due to all other factors is recognized in other comprehensive income.
We consider numerous factors in determining whether a credit loss exists and the period over which the debt security is expected to recover. The following list is not meant to be all inclusive. All of the following factors are considered:
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;

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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.
In accordance with ASC 310-20, Receivables-Nonrefundable Fees and Other Costs, we use estimates of future principal prepayments, provided by third-party market-data vendors, in addition to actual principal prepayment experience to calculate the constant effective yield necessary to apply the effective interest method in the amortization of purchase discounts or premiums on mortgage-backed securities and fixed rate collateralized mortgage obligations (“CMO”). The discounts or premiums are included in interest income over the contractual terms of the underlying securities replicating the effective interest method.
Non-Marketable and Other Securities
Non-marketable and other securities include investments in venture capital and private equity funds, debt funds, direct equity investments in companies and low income housing tax credit funds. A majority of these investments are managed through our SVB Capital funds business in funds of funds and direct venture funds. Our accounting for investments in non-marketable and other securities depends on several factors, including the level of ownership, power to control and the legal structure of the subsidiary making the investment. As further described below, we base our accounting for such securities on: (i) fair value accounting, (ii) equity method accounting, or (iii) cost method accounting.
Fair Value Accounting
Our managed funds are investment companies under the AICPA Audit and Accounting Guide for Investment Companies and accordingly, these funds report their investments at estimated fair value, with unrealized gains and losses resulting from changes in fair value reflected as investment gains or losses in our consolidated statements of income. Our non-marketable and other securities recorded pursuant to fair value accounting consist of our investments through the following funds:
Funds of funds; which make investments in venture capital and private equity funds;
Direct venture funds; which make equity investments in privately held companies.
A summary of our ownership interests in the investments held under fair value accounting as of December 31, 2013 is presented in the following table:
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



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The general partners of these funds are owned and controlled by SVB Financial. The limited partners of these funds do not have substantive participating or kick-out rights. Therefore, these funds are consolidated and any gains or losses resulting from changes in the estimated fair value of the investments are recorded as investment gains or losses in our consolidated net income.
Under fair value accounting, investments are carried at their estimated fair value based on financial information obtained as the general partner of the fund or obtained from the funds' respective general partner. For direct private company investments, valuations are based upon consideration of a range of factors including, but not limited to, the price at which the investment was acquired, the term and nature of the investment, local market conditions, values for comparable securities, current and projected operating performance, exit strategies, and financing transactions subsequent to the acquisition of the investment. For direct equity investments in public companies, valuations are based on quoted market prices less a discount if the securities are subject to certain sales restrictions. Sales restriction discounts generally range from 10% to 20% depending on the duration of the sale restrictions which typically range from 3 to 6 months. For our fund investments, we utilize the net asset value per share as obtained from the general partners of the fund investments as the funds do not have a readily determinable fair value and the funds prepare their financial statements using guidance consistent with fair value accounting. We account for differences between our measurement date and the date of the fund investment's net asset value by using the most recent available financial information from the investee general partner, for example September 30th, for our December 31st consolidated financial statements, adjusted for any contributions paid, distributions received from the investment, and known significant fund transactions or market events about which we are aware through information provided by the fund managers or from publicly available transaction data during the reporting period.
Gains or losses resulting from changes in the estimated fair value of the investments and from distributions received are recorded as gains on investment securities, net, a component of noninterest income. The portion of any investment gains or losses attributable to the limited partners is reflected as net income attributable to noncontrolling interests and adjusts our net income to reflect its percentage ownership.
Equity Method
Our equity method non-marketable securities consist of investments in venture capital and private equity funds, privately-held companies, debt funds, and low income housing tax credit funds. Our equity method non-marketable securities and related accounting policies are described as follows:
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.
We recognize our proportionate share of the results of operations of these equity method investees in our results of operations, based on the most current financial information available from the investee. We review our investments accounted for under the equity method at least quarterly for possible other-than-temporary impairment. Our review typically includes an analysis of facts and circumstances for each investment, the expectations of the investment's future cash flows and capital needs, variability of its business and the company's exit strategy. For our fund investments, we utilize the net asset value per share as provided by the general partners of the fund investments. We account for differences between our measurement date and the date of the fund investment's net asset value by using the most recent available financial information from the investee general partner, for example September 30th, for our December 31st consolidated financial statements, adjusted for any contributions paid, distributions received from the investment, and known significant fund transactions or market events about which we are aware through information provided by the fund managers or from publicly available transaction data during the reporting period.
We reduce our investment value when we consider declines in value to be other-than-temporary and recognize the estimated loss as a loss on investment securities, a component of noninterest income.
Cost Method

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Our cost method non-marketable securities and related accounting policies are described as follows:
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.
We record these investments at cost and recognize distributions or returns received from net accumulated earnings of the investee since the date of acquisition as income. Our share of net accumulated earnings of the investee after the date of investment are recognized in consolidated net income only to the extent distributed by the investee. Distributions or returns received in excess of accumulated earnings are considered a return of investment and are recorded as reductions in the cost basis of the investment.
We review our investments accounted for under the cost method at least quarterly for possible other-than-temporary impairment. Our review typically includes an analysis of facts and circumstances of each investment, the expectations of the investment's future cash flows and capital needs, variability of its business and the company's exit strategy. To help determine impairment, if any, for our fund investments, we utilize the net asset value per share as provided by the general partners of the fund investments. We account for differences between our measurement date and the date of the fund investment's net asset value by using the most recent available financial information from the investee general partner, for example September 30th, for our December 31st consolidated financial statements, adjusted for any contributions paid, distributions received from the investment, and known significant fund transactions or market events about which we are aware through information provided by the fund managers or from publicly available transaction data during the reporting period.
We reduce our investment value when we consider declines in value to be other-than-temporary and recognize the estimated loss as a loss on investment securities, a component of noninterest income.
Gains or losses on cost method investment securities that result from a portfolio company being acquired by a publicly traded company are determined using its fair value when the acquisition occurs. The resulting gains or losses are recognized in consolidated net income on that date.
Loans
Loans are reported at the principal amount outstanding, net of unearned loan fees. Unearned loan fees reflect unamortized deferred loan origination and commitment fees net of unamortized deferred loan origination costs. In addition to cash loan fees, we often obtain equity warrant assets that give us an option to purchase a position in a client company's stock in consideration for providing credit facilities. The grant date fair values of these equity warrant assets are deemed to be loan fees and are deferred as unearned income and recognized as an adjustment of loan yield through loan interest income. The net amount of unearned loan fees is amortized into loan interest income over the contractual terms of the underlying loans and commitments using the constant effective yield method, adjusted for actual loan prepayment experience, or the straight-line method, as applicable.
Allowance for Loan Losses
The allowance for loan losses considers credit risk and is established through a provision for loan losses charged to expense. Our allowance for loan losses is established for estimated loan losses that are probable but not yet realized. Our evaluation process is designed to determine that the allowance for loan losses is appropriate at the balance sheet date. The process of estimating loan losses is inherently imprecise.
We maintain a systematic process for the evaluation of individual loans and pools of loans for inherent risk of loan losses. On a quarterly basis, each loan in our portfolio is assigned a Credit Risk Rating and industry niche. Credit Risk Ratings are assigned on a scale of 1 to 10, with 1 representing loans with a low risk of nonpayment, 9 representing loans with the highest risk of nonpayment, and 10 representing loans which have been charged-off. This Credit Risk Rating process includes, but is not limited to, consideration of such factors as payment status, the financial condition and operating performance of the borrower, borrower compliance with loan covenants, underlying collateral values and performance trends, the degree of access to additional capital, the presence of credit enhancements such as third party guarantees (where applicable), the degree to which the borrower is sensitive to external factors, the depth and experience of the borrower's management team, potential loan concentrations, and

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general economic conditions. Our policies require a committee of senior management to review, at least quarterly, credit relationships that exceed specific dollar values. Our review process evaluates the appropriateness of the credit risk rating and allocation of the allowance for loan losses, as well as other account management functions. The allowance for loan losses is based on a formula allocation for similarly risk-rated loans by portfolio segment and individually for impaired loans. The formula allocation provides the average loan loss experience for each portfolio segment, which considers our quarterly historical loss experience since the year 2000, both by risk-rating category and client industry sector. The resulting loan loss factors for each risk-rating category and client industry sector are ultimately applied to the respective period-end client loan balances for each corresponding risk-rating category by client industry sector to provide an estimation of the allowance for loan losses. The probable loan loss experience for any one year period of time is reasonably expected to be greater or less than the average as determined by the loss factors. As such, management applies a qualitative allocation to the results of the aforementioned model to ascertain the total allowance for loan losses. This qualitative allocation is based on management's assessment of the risks that may lead to a future loan loss experience different from our historical loan loss experience. Based on management's prediction or estimate of changing risks in the lending environment, the qualitative allocation may vary significantly from period to period and includes, but is not limited to, consideration of the following factors:
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.
While the evaluation process of our allowance for loan losses uses historical and other objective information, the classification of loans and the establishment of the allowance for loan losses rely, to a great extent, on the judgment and experience of our management.
Uncollectible Loans and Write-offs
Our charge-off policy applies to all loans, regardless of portfolio segment. Loans are considered for full or partial charge-offs in the event that principal or interest is over 180 days past due or the loan lacks sufficient collateral and it is not in the process of collection. We also consider writing off loans in the event of any of the following circumstances: 1) the loan, or a portion of the loan is deemed uncollectible due to: a) the borrower's inability to make recurring payments, b) material changes in the borrower's assets, c) the expected sale of all or a portion of the borrower's business, or d) a combination of the foregoing; 2) the loan has been identified for charge-off by regulatory authorities; or 3) the debt is overdue greater than 90 days.
Troubled Debt Restructurings
A TDR arises from the modification of a loan where we have granted a concession to the borrower related to the borrower's financial difficulties that we would not have otherwise considered for economic or legal reasons. These concessions may include: (1) deferral of payment for more than an insignificant period of time; (2) interest rate reductions; (3) extension of the maturity date with interest rate concessions; (4) principal forgiveness; and or (5) reduction of accrued interest.
We use the factors in ASC 310-40, Receivables, Troubled Debt Restructurings by Creditors, to help determine when a borrower is experiencing financial difficulty, and when we have granted a concession, both of which must be present for a restructuring to meet the criteria of a TDR. If we determine that a TDR exists, we measure impairment based on the present value of expected future cash flows discounted at the loan's effective interest rate, except that as a practical expedient, we may

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also measure impairment based on a loan's observable market price, or the fair value of the collateral less selling costs if the loan is a collateral-dependent loan.
Reserve for Unfunded Credit Commitments
We record a liability for probable and estimable losses associated with our unfunded credit commitments being funded and subsequently being charged off. Each quarter, every unfunded client credit commitment is allocated to a credit risk-rating in accordance with each client's credit risk rating. We use the historical loan loss factors described under our allowance for loan losses to calculate the loan loss experience if unfunded credit commitments are funded. Separately, we use historical trends to calculate a probability of an unfunded credit commitment being funded. We apply the loan funding probability factor to risk-factor adjusted unfunded credit commitments by credit risk-rating to derive the reserve for unfunded credit commitments, similar to funded loans. The reserve for unfunded credit commitments also includes certain qualitative allocations as deemed appropriate by our management. We include the reserve for unfunded credit commitments in other liabilities and the related provision in other expenses.
Nonaccrual Loans and Impaired Loans
Loans are placed on nonaccrual status when they become 90 days past due as to principal or interest payments (unless the principal and interest are well secured and in the process of collection); or when we have determined, based upon currently known information, that the timely collection of principal or interest is not probable.
When a loan is placed on nonaccrual status, the accrued interest and fees are reversed against interest income and the loan is accounted for using the cost recovery method thereafter until qualifying for return to accrual status. Historically, loans that have been placed on nonaccrual status have remained as nonaccrual loans until the loan is either charged-off, or the principal balances have been paid off. For a loan to be returned to accrual status, all delinquent principal and interest must become current in accordance with the terms of the loan agreement and future collection of remaining principal and interest must be deemed probable. We apply a cost recovery method in which all cash received is applied to the loan principal until it has been collected. Under this approach, interest income is recognized after total cash flows received exceed the recorded investment at the date of initial impairment.
A loan is considered impaired when, based upon currently known information, it is deemed probable that we will be unable to collect all amounts due according to the terms of the agreement. All of our nonaccrual loans are classified under the impaired category. On a quarterly basis, we review our loan portfolio for impairment. Within each class of loans, we review individual loans for impairment based on credit risk ratings. Loans that have credit risk ratings of 8 or 9 are considered impaired and are reviewed individually.
For each loan identified as impaired, we measure the impairment based upon the present value of expected future cash flows discounted at the loan's effective interest rate. In limited circumstances, we may measure impairment based on the loan's observable market price or the fair value of the collateral less selling costs if the loan is collateral dependent. Impaired collateral dependent loans will have independent appraisals completed and accepted at least annually. The fair value of the collateral will be determined by the most recent appraisal, as adjusted to reflect a reasonable marketing period for the sale of the asset(s) and an estimate of reasonable selling expenses.
If it is determined that the value of an impaired loan is less than the recorded investment in the loan, net of previous charge-offs and payments collected, we recognize impairment through the allowance for loan losses as determined by our analysis.
Standby Letters of Credit
We recognize a liability at the inception of a standby letter of credit equivalent to the premium or the fee received for such guarantee. This fee is recognized in noninterest income over the commitment period using the straight-line method.

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Premises and Equipment
Premises and equipment are reported at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the terms of the related leases, whichever is shorter. The maximum estimated useful lives by asset classification are as follows:
Leasehold improvements
 
 Lesser of lease term or asset life
Furniture and equipment
 
 3 years
Computer software
 
 3-7 years
Computer hardware
 
 3-5 years
We capitalize the costs of computer software developed or obtained for internal use, including costs related to developed software, purchased software licenses and certain implementation costs.
For property and equipment that is retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is included in noninterest expense in consolidated net income.
Lease Obligations
We lease all of our properties. At the inception of the lease, each property is evaluated to determine whether the lease will be accounted for as an operating or capital lease. For leases that contain rent escalations or landlord incentives, we record the total rent payable during the lease term, using the straight-line method over the term of the lease and record the difference between the minimum rents paid and the straight-line rent as lease obligations. We had no capitalized lease obligations at December 31, 2013 and 2012.
Fair Value Measurements
Our available-for-sale securities, derivative instruments and certain marketable, non-marketable and other securities are financial instruments recorded at fair value on a recurring basis. We make estimates regarding valuation of assets and liabilities measured at fair value in preparing our consolidated financial statements.
Fair Value Measurement-Definition and Hierarchy
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (the “exit price”) in an orderly transaction between market participants at the measurement date. There is a three-level hierarchy for disclosure of assets and liabilities recorded at fair value. The classification of assets and liabilities within the hierarchy is based on whether the inputs to the valuation methodology used for measurement are observable or unobservable and the significance of those inputs in the fair value measurement. Observable inputs reflect market-derived or market-based information obtained from independent sources, while unobservable inputs reflect our estimates about market data and views of market participants. The three levels for measuring fair value are based on the reliability of inputs and are as follows:
Level 1
Fair value measurements based on quoted prices in active markets for identical assets or liabilities that we have the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these instruments does not entail a significant degree of judgment. Assets utilizing Level 1 inputs include exchange-traded equity securities and certain marketable securities accounted for under fair value accounting.
Level 2
Fair value measurements based on quoted prices in markets that are not active or for which all significant inputs are observable, directly or indirectly. Valuations for the available-for-sale securities are provided by third party external pricing service providers. We review the methodologies used to determine the fair value, including understanding the nature and observability of the inputs used to determine the price. Additional corroboration, such as obtaining a non-binding price from a broker, may be obtained depending on the frequency of trades of the security and the level of liquidity or depth of the market. The valuation methodology that is generally used for the Level 2 assets is the income approach. Below is a summary of the significant inputs used for each class of Level 2 assets and liabilities:

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U.S. treasury securities: U.S. treasury securities are considered by most investors to be the most liquid fixed income investments available. These securities are priced relative to market prices on similar U.S. treasury securities.
U.S. agency debentures: Fair value measurements of U.S. agency debentures are based on the characteristics specific to bonds held, such as issuer name, issuance date, coupon rate, maturity date and any applicable issuer call option features. Valuations are based on market spreads relative to similar term benchmark market interest rates, generally U.S. treasury securities.
Agency-issued mortgage-backed securities: Agency-issued mortgage-backed securities are pools of individual conventional mortgage loans underwritten to U.S. agency standards with similar coupon rates, tenor, and other attributes such as geographic location, loan size and origination vintage. Fair value measurements of these securities are based on observable price adjustments relative to benchmark market interest rates taking into consideration estimated loan prepayment speeds.
Agency-issued collateralized mortgage obligations: Agency-issued collateralized mortgage obligations are structured into classes or tranches with defined cash flow characteristics and are collateralized by U.S. agency-issued mortgage pass-through securities. Fair value measurements of these securities incorporate similar characteristics of mortgage pass-through securities such as coupon rate, tenor, geographic location, loan size and origination vintage, in addition to incorporating the effect of estimated prepayment speeds on the cash flow structure of the class or tranche. These measurements incorporate observable market spreads over an estimated average life after considering the inputs listed above.
Agency-issued commercial mortgage-backed securities: Fair value measurements of these securities are based on spreads to benchmark market interest rates (usually U.S. treasury rates or rates observable in the swaps market), prepayment speeds, loan default rate assumptions and loan loss severity assumptions on underlying loans.
Municipal bonds and notes: Bonds issued by municipal governments generally have stated coupon rates, final maturity dates and are subject to being called ahead of the final maturity date at the option of the issuer. Fair value measurements of these securities are priced based on spreads to other municipal benchmark bonds with similar characteristics; or, relative to market rates on U.S. treasury bonds of similar maturity.
Interest rate swap assets: Fair value measurements of interest rate swaps are priced considering the coupon rate of the fixed leg of the contract and the variable coupon on the floating leg of the contract. Valuation is based on both spot and forward rates on the swap yield curve and the credit worthiness of the contract counterparty.
Foreign exchange forward and option contract assets and liabilities: Fair value measurements of these assets and liabilities are priced based on spot and forward foreign currency rates and option volatility assumptions and the credit worthiness of the contract counterparty.
Equity warrant assets (public portfolio): Fair value measurements of equity warrant assets of publicly-traded portfolio companies are valued based on the Black-Scholes option pricing model. The model uses the price of publicly-traded companies (underlying stock price), stated strike prices, warrant expiration dates, the risk-free interest rate and market-observable option volatility assumptions.
Level 3
The fair value measurement is derived from valuation techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect our own estimates of assumptions we believe market participants would use in pricing the asset. Below is a summary of the valuation techniques used for each class of Level 3 assets:
Venture capital and private equity fund investments: Fair value measurements are based on the net asset value per share as obtained from the investee funds' management as the funds do not have a readily determinable fair value and the funds prepare their financial statements using guidance consistent with fair value accounting. We account for differences between our measurement date and the date of the fund investment’s net asset value by using the most recent available financial information from the investee general partner, adjusted for any contributions paid, distributions received from the investment, and significant fund transactions or market events during the reporting period.
Other venture capital investments: Fair value measurements are based on consideration of a range of factors including, but not limited to, the price at which the investment was acquired, the term and nature of the investment, local market conditions, values for comparable securities, and as it relates to the private company, the current and projected operating performance, exit strategies, and financing transactions subsequent to the acquisition of the investment. The significant unobservable inputs used in the fair value measurement include the information about each portfolio company, including actual and forecasted results, cash position, recent or planned transactions and market comparable companies. Significant

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changes to any one of these inputs in isolation could result in a significant change in the fair value measurement, however, we generally consider all factors available through ongoing communication with the portfolio companies and venture capital fund managers to determine whether there are changes to the portfolio company or the environment that indicate a change in the fair value measurement.
Other securities: Fair value measurements of equity securities of public companies are priced based on quoted market prices less a discount if the securities are subject to certain sales restrictions. Certain sales restriction discounts generally range from 10% to 20% depending on the duration of the sale restrictions which typically range from 3 to 6 months.
Equity warrant assets (public portfolio): Fair value measurements of equity warrant assets of publicly-traded portfolio companies are valued based on the Black-Scholes option pricing model. The model uses the price of publicly-traded companies (underlying stock price), stated strike prices, warrant expiration dates, the risk-free interest rate and market-observable option volatility assumptions. Modeled asset values are further adjusted by applying a discount of up to 20% for certain warrants that have certain sales restrictions or other features that indicate a discount to fair value is warranted. As sale restrictions are lifted, discounts are adjusted downward to 0 percent once all restrictions expire or are removed.

Equity warrant assets (private portfolio): Fair value measurements of equity warrant assets of private portfolio companies are priced based on a modified Black-Scholes option pricing model to estimate the asset value by using stated strike prices, option expiration dates, risk-free interest rates and option volatility assumptions. Option volatility assumptions used in the modified Black-Scholes model are based on public market indices whose members operate in similar industries as companies in our private company portfolio. Option expiration dates are modified to account for estimates to actual life relative to stated expiration. Overall model asset values are further adjusted for a general lack of liquidity due to the private nature of the associated underlying company. There is a direct correlation between changes in the volatility and remaining life assumptions in isolation and the fair value measurement while there is an inverse correlation between changes in the liquidity discount assumption and the fair value measurement.

It is our policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements. When available, we use quoted market prices to measure fair value. If market prices are not available, fair value measurement is based upon valuation techniques that use primarily market-based or independently-sourced market parameters, including interest rate yield curves, prepayment speeds, option volatilities and currency rates. Substantially all of our financial instruments use the foregoing methodologies, and are categorized as a Level 1 or Level 2 measurement in the fair value hierarchy. However, in certain cases, when market observable inputs for our valuation techniques may not be readily available, we are required to make judgments about assumptions we believe market participants would use in estimating the fair value of the financial instrument, and based on the significance of those judgments, the measurement may be determined to be a Level 3 fair value measurement.
The degree of management judgment involved in determining the fair value of a financial instrument is dependent upon the availability of quoted market prices or observable market parameters. For financial instruments that trade actively and have quoted market prices or observable market parameters, there is minimal subjectivity involved in measuring fair value. When observable market prices and parameters are not fully available, management judgment is necessary to estimate fair value. For inactive markets, there is little information, if any, to evaluate if individual transactions are orderly. Accordingly, we are required to estimate, based upon all available facts and circumstances, the degree to which orderly transactions are occurring and provide more weighting to price quotes that are based upon orderly transactions. In addition, changes in the market conditions may reduce the availability of quoted prices or observable data. For example, reduced liquidity in the capital markets or changes in secondary market activities could result in observable market inputs becoming unavailable. Therefore, when market data is not available, we use valuation techniques requiring more management judgment to estimate the appropriate fair value measurement. Accordingly, the degree of judgment exercised by management in determining fair value is greater for financial assets and liabilities categorized as Level 3.
Fee-based Services Revenue Recognition
Letters of Credit and Standby Letters of Credit Fee Income
Fees generated from letters of credit and standby letters of credit are deferred as a component of other liabilities and recognized in noninterest income over the commitment period using the straight-line method, based on the likelihood that the commitment being drawn down will be remote.

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Client Investment Fees
Client investment fees include fees earned from Rule 12(b)-1 fees, revenue sharing and from customer transactional based fees. Rule 12(b)-1 fees and revenue sharing are recognized as earned based on client funds that are invested in the period. Transactional based fees are earned and recognized on fixed income and equity securities when the transaction is executed on the clients' behalf.
Foreign Exchange Fees
Foreign exchange fees represent the income differential between purchases and sales of foreign currency on behalf of our clients and are recognized as earned.
Lending Related Fees
Unused commitment fees, minimum finance fees and unused line fees are recognized as earned on a monthly and quarterly basis. Fees that qualify for syndication treatment are recognized at the completion of the syndicated loan deal for which the fees were received.
Other Fee Income
Credit card fees and deposit service charge fee income are recognized as earned on a monthly basis.
 Other Service Revenue
Other service revenue primarily includes revenue from valuation services. We recognize revenue when (i) persuasive evidence of an arrangement exists, (ii) we have performed the service, provided we have no other remaining obligations to the customer, (iii) the fee is fixed or determinable and, (iv) collectibility is probable.
Fund Management Fees and Carried Interest
Fund management fees are comprised of fees charged directly to our managed funds of funds and direct venture funds. Fund management fees are based upon the contractual terms of the limited partnership agreements and are recognized as earned over the specified contract period, which is generally equal to the life of the individual fund. Fund management fees are recorded as a component of other noninterest income.
Carried interest is comprised of preferential allocations of profits recognizable when the return on assets of our individual managed funds of funds and direct venture funds exceeds certain performance targets. Carried interest is recorded quarterly based on measuring fund performance to date versus the performance target and is recorded as a component of net income attributable to noncontrolling interests.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Our federal, state and foreign income tax provisions are based upon taxes payable for the current year as well as current year changes in deferred taxes related to temporary differences between the tax basis and financial statement balances of assets and liabilities. Deferred tax assets and liabilities are included in the consolidated financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. We file a consolidated federal income tax return, and consolidated, combined, or separate state income tax returns as appropriate. Our foreign incorporated subsidiaries file tax returns in the applicable foreign jurisdictions. We record interest and penalties related to unrecognized tax benefits in other noninterest expense, a component of consolidated net income.
Share-Based Compensation
For all stock-based awards granted, stock-based compensation expense is amortized on a straight-line basis over the requisite service period, including consideration of vesting conditions and anticipated forfeitures. The fair value of stock options are measured using the Black-Scholes option-pricing model and the fair value for restricted stock awards and restricted stock units are based on the quoted price of our common stock on the date of grant.

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Earnings Per Share
Basic earnings per common share is computed using the weighted average number of common stock shares outstanding during the period. Diluted earnings per common share is computed using the weighted average number of common stock shares and potential common shares outstanding during the period. Potential common shares consist of stock options, ESPP shares and restricted stock units. Common stock equivalent shares are excluded from the computation if the effect is antidilutive.
Derivative Financial Instruments
All derivative instruments are recorded on the balance sheet at fair value. The accounting for changes in fair value of a derivative financial instrument depends on whether the derivative financial instrument is designated and qualifies as part of a hedging relationship and, if so, the nature of the hedging activity. Changes in fair value are recognized through earnings for derivatives that do not qualify for hedge accounting treatment, or that have not been designated in a hedging relationship.
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the hedging instrument is recorded in the statement of income in the same line item as the hedged item and is intended to offset the loss or gain on the hedged item attributable to the hedged risk. Any difference that does arise would be the result of hedge ineffectiveness, and impacts earnings.
 Equity Warrant Assets
In connection with negotiated credit facilities and certain other services, we may obtain equity warrant assets giving us the right to acquire stock in primarily private, venture-backed companies in the technology and life science industries. We hold these assets for prospective investment gains. We do not use them to hedge any economic risks nor do we use other derivative instruments to hedge economic risks stemming from equity warrant assets.
We account for equity warrant assets in certain private and public client companies as derivatives when they contain net settlement terms and other qualifying criteria under ASC 815, Derivatives and Hedging. In general, equity warrant assets entitle us to buy a specific number of shares of stock at a specific price within a specific time period. Certain equity warrant assets contain contingent provisions, which adjust the underlying number of shares or purchase price upon the occurrence of certain future events. Our warrant agreements typically contain net share settlement provisions, which permit us to receive at exercise a share count equal to the intrinsic value of the warrant divided by the share price (otherwise known as a “cashless” exercise). These equity warrant assets are recorded at fair value and are classified as derivative assets, a component of other assets, on our consolidated balance sheet at the time they are obtained.
The grant date fair values of equity warrant assets received in connection with the issuance of a credit facility are deemed to be loan fees and recognized as an adjustment of loan yield through loan interest income. Similar to other loan fees, the yield adjustment related to grant date fair value of warrants is recognized over the life of that credit facility.
Any changes in fair value from the grant date fair value of equity warrant assets will be recognized as increases or decreases to other assets on our balance sheet and as net gains or losses on derivative investments, in noninterest income, a component of consolidated net income. When a portfolio company completes an IPO on a publicly reported market or is acquired, we may exercise these equity warrant assets for shares or cash.
In the event of an exercise for shares, the basis or value in the securities is reclassified from other assets to investment securities on the balance sheet on the latter of the exercise date or corporate action date. The shares in public companies are classified as available-for-sale securities (provided they do not have a significant restriction from sale). Changes in fair value of securities designated as available-for-sale, after applicable taxes, are reported in accumulated other comprehensive income, which is a separate component of SVBFG stockholders' equity. The shares in private companies are classified as non-marketable securities. We, typically, account for these securities at cost and only record adjustments to the value at the time of exit or liquidation though gains (losses) on investments securities, net, which is a component of noninterest income.
The fair value of the equity warrant assets portfolio is reviewed quarterly. We value our equity warrant assets using a modified Black-Scholes option pricing model, which incorporates the following significant inputs:
An underlying asset value, which is estimated based on current information available, including any information regarding subsequent rounds of funding.

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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.
Loan Conversion Options
In connection with negotiating certain credit facilities, we occasionally extend loan facilities, which have convertible option features. The convertible loans may be converted into a certain number of shares determined by dividing the principal amount of the loan by the applicable conversion price. Because our loan conversion options have underlying and notional values, had no initial net investment and met other qualifying criteria under ASC 815, these assets qualify as derivative instruments. We value our loan conversion options using a modified Black-Scholes option pricing model, which incorporates assumptions about the underlying asset value, volatility, and the risk-free rate. Loan conversion options are recorded at fair value in other assets, while changes in their fair value are recorded through gains on derivative instruments, net, in noninterest income, a component of consolidated net income.
Foreign Exchange Forwards and Foreign Currency Option Contracts
We enter into foreign exchange forward contracts and foreign currency option contracts with clients involved in international activities, either as the purchaser or seller, depending upon the clients' need. We typically also enter into an opposite-way forward or option contract with a correspondent bank to economically hedge client contracts to mitigate the fair value risk to us from fluctuations in currency rates. Settlement, credit, and operational risks remain. We also enter into forward contracts with correspondent banks to economically hedge currency exposure risk related to certain foreign currency denominated loans. These contracts are not designated as hedging instruments and are recorded at fair value in our consolidated balance sheets. Changes in the fair value of these contracts are recognized in consolidated net income under gains (losses) on derivative instruments, net, a component of noninterest income. Period-end gross positive fair values are recorded in other assets and gross negative fair values are recorded in other liabilities.
Impact of Adopting ASU No. 2011-05, Presentation of Comprehensive Income
In June 2011, the FASB issued a new accounting standard, which requires presentation of the components of total comprehensive income in either a single continuous statement of comprehensive income or in two separate but consecutive statements. Regardless of which option is chosen, reclassification adjustments for items that are reclassified from other comprehensive income to net income are required to be shown on the face of the financial statements. In December 2011, the FASB approved a proposed update, which indefinitely defers the requirements of ASU No. 2011-05 to present components of reclassifications of other comprehensive income on the face of the income statement. This new guidance did not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance was effective on a retrospective basis for the interim and annual reporting periods beginning after December 15, 2011, and was therefore adopted effective January 1, 2012. This standard only clarified the presentation of comprehensive income and did not affect our financial position, results of operations or stockholders’ equity.
Impact of Adopting ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities
In December 2011, the FASB issued a new accounting standard, which requires new disclosures surrounding derivative instruments and certain financial instruments that are offset on the statement of financial position, or are eligible for offset

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subject to a master netting arrangement. This standard was issued concurrent with the IASB’s issuance of a similar standard with the objective of converged disclosure guidance. The guidance is effective on a retrospective basis for the interim and annual reporting periods beginning on or after January 1, 2013, and was therefore adopted in the first quarter of 2013. The standard increased the disclosure requirements for derivative instruments and certain financial instruments that are subject to master netting arrangements, and did not have any impact on our financial position, results of operations or stockholders' equity. See Note 12 - “Derivative Financial Instruments” for further details.
Impact of Adopting ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income
In February 2013, the FASB issued a new accounting standard, which requires new disclosures surrounding the effect of reclassifications out of accumulated other comprehensive income. This standard requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component and by the respective line items of net income. The guidance was effective on a prospective basis for the interim and annual reporting periods beginning after January 1, 2013, and was therefore adopted in the first quarter of 2013. This standard increased the disclosure requirements for reclassifications out of accumulated other comprehensive income, and did not have any impact on our financial position, results of operations or stockholders’ equity. See our "Interim Consolidated Statements of Income" for more details.
Recent Accounting Pronouncements
In June 2013, the FASB issued Accounting Standards Update (ASU 2013-08, Financial Services - Investment Companies (ASC Topic 946): Amendments to the Scope, Measurement and Disclosure Requirement). This ASU modifies the guidance in ASC 946 for determining whether an entity is an investment company, as well as the measurement and disclosure requirements for investment companies. The ASU does not change current accounting where a noninvestment company parent retains the specialized accounting applied by an investment company subsidiary in consolidation. ASU 2013-08 will be applied prospectively for all periods beginning after December 15, 2013. We do not expect this ASU to have a material effect on our results of operations or financial position.
In January 2014, the FASB issued a new accounting standard (ASU 2014-01, Investments - Equity Method and Joint Ventures (topic 323), Accounting for Investments in Qualified Affordable Housing Projects), which permits entities that invest in qualified affordable housing projects through limited liability entities that are flow-through entities for tax purposes to make an accounting policy election to use proportional amortization method or apply an equity or cost method. If the proportional amortization method is elected, retrospective presentation is required for prior periods. The guidance is effective on a retrospective basis for the interim and annual reporting periods beginning after December 15, 2014, with early adoption available. We are currently assessing the impact of this guidance, however, we do not expect it to have a material impact on our financial position, results of operations or stockholders' equity.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentations.
3.
Stockholders’ Equity and EPS
Stockholders' Rights Plan
Our Board of Directors (the “Board”) had previously adopted a stockholders' rights plan (the "Rights Plan") to, among other things, protect our stockholders from coercive takeover tactics. The Rights Plan expired on January 31, 2014. It was not renewed or extended by our Board of Directors.
EPS
Basic EPS is the amount of earnings available to each share of common stock outstanding during the reporting period. Diluted EPS is the amount of earnings available to each share of common stock outstanding during the reporting period adjusted to include the effect of potentially dilutive common shares. Potentially dilutive common shares include incremental shares issued for stock options and restricted stock units outstanding under our equity incentive plans and our ESPP. Potentially dilutive common shares are excluded from the computation of dilutive EPS in periods in which the effect would be antidilutive. The following is a reconciliation of basic EPS to diluted EPS for 2013, 2012 and 2011:

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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

The following table summarizes the weighted-average common shares excluded from the diluted EPS calculation as they were deemed to be antidilutive for 2013, 2012 and 2011:
 
 
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

Concurrent with the issuance of our 3.875% convertible senior notes ("3.875% Convertible Notes"), we entered into a convertible note hedge and warrant agreement. The warrants expired ratably over 60 business days beginning on July 15, 2011. The common shares under these warrants were excluded from the diluted EPS calculation for all periods presented as they were deemed to be anti-dilutive based on the conversion price of $64.43 per common share.
Our $250 million 3.875% Convertible Notes matured on April 15, 2011. All of the notes were converted prior to maturity and we made an aggregate $260 million conversion settlement payment. We paid $250 million in cash (representing total principal) and $10 million through the issuance of 187,760 shares of our common stock (representing total conversion premium value). In addition, in connection with the conversion settlement, we received 186,736 shares of our common stock, valued at $10 million, from the associated convertible note hedge. Accordingly, there was not a significant impact on our total stockholders' equity with respect to settling the conversion premium value.
Accumulated Other Comprehensive Income
The following table summarizes the items reclassified out of accumulated other comprehensive (loss) income into the Consolidated Statements of Income for 2013, 2012, and 2011:
 
 
 
 
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

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 Share-based compensation expense was recorded net of estimated forfeitures for 2013, 2012 and 2011, such that expense was recorded only for those share-based awards that are expected to vest. In 2013, 2012 and 2011, we recorded share-based compensation and related benefits as follows:
 
 
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

Equity Incentive Plans
On May 11, 2006, our stockholders approved the 2006 Equity Incentive Plan (the “2006 Incentive Plan”). Our previous 1997 Equity Incentive Plan expired in December 2006. The 2006 Incentive Plan provides for the grant of various types of incentive awards, of which the following have been granted: (i) stock options; (ii) restricted stock awards; (iii) restricted stock units; and (iv) other cash or stock settled equity awards.
Subject to the provisions of Section 16 of the 2006 Incentive Plan, the maximum aggregate number of shares that may be awarded and sold thereunder is 7,543,321, which includes 2,000,000 shares that are subject to stockholder approval at the upcoming 2014 Annual Meeting of Stockholders.
Restricted stock awards and restricted stock units will be counted against the numerical limits of the 2006 Incentive Plan as two shares for every one share awarded. Further, if shares acquired under any such award are forfeited or repurchased by us and would otherwise return to the 2006 Incentive Plan, two times the number of such forfeited or repurchased shares will return to the 2006 Incentive Plan and will again become available for issuance.
Eligible participants in the 2006 Incentive Plan include directors, employees, and consultants. Options granted under the 2006 Incentive Plan generally expire seven years after the grant date. Options generally become exercisable over various periods, typically four years, from the grant date based on continued employment, and typically vest annually. Restricted stock awards and units generally vest over the passage of time and require continued employment or other service through the vesting period. Performance-based restricted stock units generally vest upon meeting certain performance-based objectives and, typically the passage of time and require continued employment or other service through the vesting period. The vesting period for restricted stock units cannot be less than three years unless they are subject to certain performance-based objectives, in which case the vesting period can be 12 months or longer.
Employee Stock Purchase Plan
We maintain the 1999 ESPP under which participating employees may annually contribute up to 10 percent of their gross compensation (not to exceed $25,000) to purchase shares of our common stock at 85 percent of its fair market value at either the beginning or end of each six-month offering period, whichever price is less. To be eligible to participate in the ESPP, an employee must, among other requirements, be employed by the Company on both the date of offering and date of purchase, and be employed customarily for at least 20 hours per week and at least five months per calendar year. We issued 176,416 shares and received $9.8 million in cash under the ESPP in 2013. At December 31, 2013, a total of 696,309 shares of our common stock were still available for future issuance under the ESPP.
Unrecognized Compensation Expense
As of December 31, 2013, unrecognized share-based compensation expense was as follows:
(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

 
 

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Valuation Assumptions
The fair values of share-based awards for employee stock options and employee stock purchases made under our ESPP were estimated using the Black-Scholes option pricing model. The fair values of restricted stock units were based on our closing stock price on the date of grant. The following weighted average assumptions and fair values were used for our employee stock options and restricted stock units:
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

The following weighted average assumptions and fair values were used for our ESPP:
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

The expected term is based on the implied term of the stock options using factors based on historical exercise behavior. The expected volatilities are based on a blended rate consisting of our historic volatility and our expected volatility over a five-year term which is an indicator of expected volatility and future stock price trends. For 2013, 2012 and 2011, expected volatilities for the ESPP were equal to the historical volatility for the previous six-month periods. The expected risk-free interest rates were based on the yields of Treasury Securities, as reported by the Federal Reserve Bank of New York, with maturities equal to the expected terms of the employee stock options.

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Share-Based Payment Award Activity
The table below provides stock option information related to the 1997 Equity Incentive Plan and the 2006 Equity Incentive Plan for the year ended December 31, 2013:
 
 
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

The aggregate intrinsic value of outstanding options shown in the table above represents the pretax intrinsic value based on our closing stock price of $104.86 as of December 31, 2013. The following table summarizes information regarding stock options outstanding as of December 31, 2013:
 
 
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

We expect to satisfy the exercise of stock options by issuing shares registered under the 2006 Incentive Plan. All future awards of stock options and restricted stock units will be issued from the 2006 Incentive Plan. At December 31, 2013, 1,749,744 shares were available for future issuance. No awards were outstanding under the 1997 Equity Incentive Plan as of December 31, 2013.

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The table below provides information for restricted stock units under the 2006 Equity Incentive Plan for the year ended December 31, 2013:
 
 
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

The following table summarizes information regarding stock option and restricted stock activity during 2013, 2012 and 2011:
 
 
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
The Bank is required to maintain reserves against customer deposits by keeping balances with the Federal Reserve. The cash balances at the Federal Reserve are classified as cash and cash equivalents. Additionally, as a member of the FHLB and FRB, we are required to hold shares of FHLB and FRB stock under the Bank's borrowing agreement. FHLB and FRB stock are recorded at cost as a component of other assets, and any cash dividends received are recorded as a component of other noninterest income.
The tables below provide information on the required reserve balances at the Federal Reserve, as well as shares held at the FHLB and FRB for the years ended and as of December 31, 2013 and 2012:
 
 
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


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6.
Cash and Cash Equivalents
The following table details our cash and cash equivalents at December 31, 2013 and December 31, 2012:
(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.
Additional information regarding our securities purchased under agreements to resell for 2013 and 2012 is as follows:
 
 
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
Our investment securities portfolio consists of both an available-for-sale securities portfolio, which represents interest-earning investment securities, and a non-marketable and other securities portfolio, which primarily represents investments managed as part of our funds management business.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The major components of our investment securities portfolio at December 31, 2013 and December 31, 2012 are as follows:
 
 
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

 
 


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(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.





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(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.
The following table summarizes our unrealized losses on our available-for-sale securities portfolio into categories of less than 12 months, or 12 months or longer as of December 31, 2013:
 
 
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

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recovery of our adjusted cost basis, and it is more likely than not that we will not be required to sell any of our securities prior to recovery of our adjusted cost basis. Based on our analysis as of December 31, 2013, we deem all impairments to be temporary, and therefore changes in value for our temporarily impaired securities as of the same date are included in other comprehensive income. Market valuations and impairment analyses on assets in the available-for-sale securities portfolio are reviewed and monitored on a quarterly basis.
The following table summarizes our unrealized losses on our available-for-sale securities portfolio into categories of less than 12 months, or 12 months or longer as of December 31, 2012:
 
 
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
)


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following table summarizes the remaining contractual principal maturities and fully taxable equivalent yields on debt securities classified as available-for-sale as of December 31, 2013. Interest income on certain municipal bonds and notes (non-taxable investments) are presented on a fully taxable equivalent basis using the federal statutory tax rate of 35.0 percent. The weighted average yield is computed using the amortized cost of debt securities, which are reported at fair value. For U.S. treasury securities, the expected maturity is the actual contractual maturity of the notes. Expected remaining maturities for certain U.S. agency debentures may occur earlier than their contractual maturities because the note issuers have the right to call outstanding amounts ahead of their contractual maturity. Expected maturities for mortgage-backed securities may differ significantly from their contractual maturities because mortgage borrowers have the right to prepay outstanding loan obligations with or without penalties. Mortgage-backed securities classified as available-for-sale typically have original contractual maturities from 10 to 30 years whereas expected average lives of these securities tend to be significantly shorter and vary based upon structure and prepayments in lower rate environments.
 
 
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


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following table presents the components of gains and losses (realized and unrealized) on investment securities in 2013, 2012 and 2011:
 
 
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.

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(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
We serve a variety of commercial clients in the technology, life science, venture capital/private equity and premium wine industries. Our technology clients generally tend to be in the industries of hardware (semiconductors, communications and electronics), software and related services, and clean technology (energy and resource innovation). 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. Our life science clients are concentrated in the medical devices and biotechnology sectors. Loans made to venture capital/private equity firm clients typically enable them to fund investments prior to their receipt of funds from capital calls. Loans to the premium wine industry focus on vineyards and wineries that produce grapes and wines of high quality.
In addition to commercial loans, we make consumer loans through SVB Private Bank and provide real estate secured loans to eligible employees through our EHOP. Our private banking clients are primarily venture capital/private equity professionals and executive leaders in the innovation companies they support. These products and services include real estate secured home equity lines of credit, which may be used to finance real estate investments and loans used to purchase, renovate or refinance personal residences. These products and services also include restricted stock purchase loans and capital call lines of credit.
We also provide community development loans made as part of our responsibilities under the Community Reinvestment Act. These loans are included within “Construction loans” below and are primarily secured by real estate.
The composition of loans, net of unearned income of $89 million and $77 million at December 31, 2013 and 2012, respectively, is presented in the following table:
 
 
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:

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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.
Credit Quality
The composition of loans, net of unearned income of $89 million and $77 million at December 31, 2013 and December 31, 2012, respectively, broken out by portfolio segment and class of financing receivable, is as follows:
 
 
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


119


The following table summarizes the aging of our gross loans, broken out by portfolio segment and class of financing receivable as of December 31, 2013 and 2012:
(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


120


The following table summarizes our impaired loans as they relate to our allowance for loan losses, broken out by portfolio segment and class of financing receivable as of December 31, 2013 and 2012:
(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.




121


The following table summarizes our average impaired loans, broken out by portfolio segment and class of financing receivable during 2013, 2012 and 2011:
 
 
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

The following tables summarize the activity relating to our allowance for loan losses for 2013, 2012, and 2011 broken out by portfolio segment:
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


122


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


The following table summarizes the allowance for loan losses individually and collectively evaluated for impairment as of December 31, 2013 and 2012, broken out by portfolio segment:
 
 
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

Credit Quality Indicators
For each individual client, we establish an internal credit risk rating for that loan, which is used for assessing and monitoring credit risk as well as performance of the loan and the overall portfolio. Our internal credit risk ratings are also used to summarize the risk of loss due to failure by an individual borrower to repay the loan. For our internal credit risk ratings, each individual loan is given a risk rating of 1 through 10. Loans risk-rated 1 through 4 are performing loans and translate to an internal rating of “Pass”, with loans risk-rated 1 being cash secured. Loans risk-rated 5 through 7 are performing loans, however, we consider them as demonstrating higher risk, which requires more frequent review of the individual exposures; these translate to an internal rating of “Performing (Criticized)”. A majority of our Performing (Criticized) loans are from our SVB Accelerator practice, serving our emerging or early stage clients. Loans risk-rated 8 and 9 are loans that are considered to be impaired and are on nonaccrual status. Loans are placed on nonaccrual status when they become 90 days past due as to principal or interest payments (unless the principal and interest are well secured and in the process of collection), or when we have determined, based upon most recent available information, that the timely collection of principal or interest is not probable; these loans are deemed “impaired” (For further description of nonaccrual loans, refer to Note 2—“Summary of Significant Accounting Policies”). Loans rated 10 are charged-off and are not included as part of our loan portfolio balance. We review our credit quality indicators for performance and appropriateness of risk ratings as part of our evaluation process for our allowance for loan losses.

123


The following table summarizes the credit quality indicators, broken out by portfolio segment and class of financing receivables as of December 31, 2013 and 2012:
(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


124


TDRs
As of December 31, 2013 we had 18 TDRs with a total carrying value of $22 million where concessions have been granted to borrowers experiencing financial difficulties, in an attempt to maximize collection. This compares to 18 TDRs with a total carrying value of $34 million as of December 31, 2012. There were unfunded commitments available for funding of $0.1 million to the clients associated with these TDRs as of December 31, 2013. The following table summarizes our loans modified in TDRs, broken out by portfolio segment and class of financing receivables at December 31, 2013 and 2012:
 
 
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

The following table summarizes the recorded investment in loans modified in TDRs, broken out by portfolio segment and class of financing receivable, for modifications made during 2013, 2012, and 2011:
 
 
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.
During 2013 and 2011 all new TDRs were modified through payment deferrals granted to our clients and no principal or interest was forgiven. During 2012 new TDRs totaling $9 million and $19 million were modified through forgiveness of principal and payment deferrals granted to our clients, respectively.
The related allowance for loan losses for the majority of our TDRs is determined on an individual basis by comparing the carrying value of the loan to the present value of the estimated future cash flows, discounted at the pre-modification contractual

125


interest rate. For certain TDRs, the related allowance for loan losses is determined based on the fair value of the collateral if the loan is collateral dependent.
The following table summarizes the recorded investment in loans modified in TDRs within the previous 12 months that subsequently defaulted during their respective periods, broken out by portfolio segment and class of financing receivable:
 
 
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

Charge-offs and defaults on previously restructured loans are evaluated to determine the impact to the allowance for loan losses, if any. The evaluation of these defaults may impact the assumptions used in calculating the reserve on other TDRs and impaired loans as well as management’s overall outlook of macroeconomic factors that affect the reserve on the loan portfolio as a whole. After evaluating the charge-offs and defaults experienced on our TDRs we determined that no change to our reserving methodology was necessary to determine the allowance for loan losses as of December 31, 2013.
9.
Premises and Equipment
Premises and equipment at December 31, 2013 and 2012 consisted of the following:
 
 
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

Depreciation and amortization expense for premises and equipment was $29.1 million, $23.7 million, and $17.7 million in 2013, 2012 and 2011, respectively. Additionally, in 2013 we wrote-off $1.2 million in certain assets, primarily computer software.


126

Table of Contents
SVB FINANCIAL GROUP AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

10.
Deposits
The following table presents the composition of our deposits at December 31, 2013 and 2012:
 
 
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

The aggregate amount of time deposit accounts individually equal to or greater than $100,000 totaled $197 million and $133 million at December 31, 2013 and 2012, respectively. Interest expense paid on time deposits individually equal to or greater than $100,000 totaled $0.6 million, $0.5 million and $0.9 million in 2013, 2012 and 2011, respectively. At December 31, 2013, time deposit accounts individually equal to or greater than $100,000 totaling $197 million were scheduled to mature within one year.
11.
Short-Term Borrowings and Long-Term Debt
The following table represents outstanding short-term borrowings and long-term debt at December 31, 2013 and 2012:
 
 
 
 
 
 
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.


127

Table of Contents
SVB FINANCIAL GROUP AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The aggregate annual maturities of long-term debt obligations as of December 31, 2013 are as follows:
Year ended December 31, (dollars in thousands):
 
Amount
2014
 
$

2015
 

2016
 

2017
 
51,987

2018
 

2019 and thereafter
 
403,229

Total
 
$
455,216


Interest expense related to short-term borrowings and long-term debt was $23.1 million, $24.2 million and $30.2 million in 2013, 2012 and 2011, respectively. Interest expense is net of the hedge accounting impact from our interest rate swap agreements related to our 6.05% Subordinated Notes. The weighted average interest rate associated with our short-term borrowings as of December 31, 2013 was 0.08 percent.

5.375% Senior Notes
In September 2010, we issued $350 million of 5.375% Senior Notes due in September 2020 (“5.375% Senior Notes”). We received net proceeds of $345 million after deducting underwriting discounts and commissions and other expenses. We used approximately $250 million of the net proceeds from the sale of the notes to meet obligations due on our 3.875% Convertible Notes, which matured in April 2011. The remaining net proceeds were used for general corporate purposes, including working capital.
6.05% Subordinated Notes
On May 15, 2007, the Bank issued 6.05% Subordinated Notes, due in June 2017, in an aggregate principal amount of $250 million. Concurrent with the issuance of the 6.05% Subordinated Notes, we entered into a fixed-to-variable interest rate swap agreement (see Note 12-“Derivative Financial Instruments”).
We repurchased $204 million of our 6.05% Subordinated Notes through a tender offer transaction in May 2011. The repurchase resulted in a gross loss from extinguishment of debt. In connection with the repurchase, we terminated the corresponding amount of the interest rate swap associated with the 6.05% Subordinated Notes (see Note 12-“Derivative Financial Instruments”), resulting in a gross gain on swap termination. The net gain from the note repurchase and the termination of the corresponding portion of the interest rate swap was recognized during the second quarter of 2011 as a reduction in noninterest expense, which is included in the line item “Other”.
7.0% Junior Subordinated Debentures
In October 2003, we issued $50 million in 7.0% Junior Subordinated Debentures to a special-purpose trust, SVB Capital II. Distributions to SVB Capital II are cumulative and are payable quarterly at a fixed rate of 7.0 percent per annum of the face value of the junior subordinated debentures. Distributions for each of 2013, 2012 and 2011 were $3.5 million. The junior subordinated debentures are mandatorily redeemable upon maturity in October 2033, or may be redeemed prior to maturity in whole or in part, at our option, at any time on or after October 2008. Issuance costs of $2.2 million related to the junior subordinated debentures were deferred and are being amortized over the period until mandatory redemption of the debentures in October 2033.
Available Lines of Credit
We have certain facilities in place to enable us to access short-term borrowings on a secured (using available-for-sale securities as collateral) and an unsecured basis. These include repurchase agreements and uncommitted federal funds lines with various financial institutions. As of December 31, 2013, we did not borrow against our uncommitted federal funds lines. We also pledge securities to the FHLB of San Francisco and the discount window at the FRB. The market value of collateral pledged to the FHLB of San Francisco (comprised primarily of U.S. agency debentures) at December 31, 2013 totaled $1.4 billion, all of which

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was unused and available to support additional borrowings. The market value of collateral pledged at the discount window of the FRB at December 31, 2013 totaled $578 million, all of which was unused and available to support additional borrowings.
12.
Derivative Financial Instruments
We primarily use derivative financial instruments to manage interest rate risk, currency exchange rate risk, and to assist customers with their risk management objectives. Also, in connection with negotiating credit facilities and certain other services, we often obtain equity warrant assets giving us the right to acquire stock in private, venture-backed companies in the technology and life science industries.
Interest Rate Risk
Interest rate risk is our primary market risk and can result from timing and volume differences in the repricing of our interest rate-sensitive assets and liabilities and changes in market interest rates. To manage interest rate risk for our 6.05% Subordinated Notes, we entered into a fixed-for-floating interest rate swap agreement at the time of debt issuance based upon LIBOR with matched-terms. Net cash benefits associated with our interest rate swap is recorded as a reduction in “Interest expense—Borrowings,” a component of net interest income. The fair value of our interest rate swaps is calculated using a discounted cash flow method and adjusted for credit valuation associated with counterparty risk. Changes in fair value of the interest rate swaps are reflected in either other assets (for swaps in an asset position) or other liabilities (for swaps in a liability position).
We assess hedge effectiveness under ASC 815, Derivatives and Hedging, using the long-haul method. Any differences associated with our interest rate swaps that arise as a result of hedge ineffectiveness are recorded through net gains on derivative instruments, in noninterest income, a component of consolidated net income.
Currency Exchange Risk
We enter into foreign exchange forward contracts to economically reduce our foreign exchange exposure risk associated with the net difference between foreign currency denominated assets and liabilities, primarily in Pound Sterling and Euro. We do not designate any foreign exchange forward contracts as derivative instruments that qualify for hedge accounting. Changes in currency rates on foreign currency denominated instruments are included in other noninterest income, a component of noninterest income. We may experience ineffectiveness in the economic hedging relationship, because the instruments are revalued based upon changes in the currency’s spot rate on the principal value, while the forwards are revalued on a discounted cash flow basis. We record forward agreements in gain positions in other assets and loss positions in other liabilities, while net changes in fair value are recorded through net gains on derivative instruments, in noninterest income, a component of consolidated net income. Additionally, through our global banking operations we maintain customer deposits denominated in the Euro and Pound Sterling, which are used to fund certain loans in these currencies to limit our exposure to currency fluctuations.
Other Derivative Instruments
Equity Warrant Assets
Our equity warrant assets are concentrated in private, venture-backed companies in the technology and life science industries. Most of these warrant agreements contain net share settlement provisions, which permit us to pay the warrant exercise price using shares issuable under the warrant (“cashless exercise”). We value our equity warrant assets using a modified Black-Scholes option pricing model, which incorporates assumptions about the underlying asset value, volatility, and the risk-free rate. We make valuation adjustments for estimated remaining life and marketability for warrants issued by private companies. Equity warrant assets are recorded at fair value in other assets, while changes in their fair value are recorded through net gains on derivative instruments, in noninterest income, a component of consolidated net income.
Loan Conversion Options
In connection with negotiating certain credit facilities, we occasionally extend loan facilities which have convertible option features. The convertible loans may be converted into a certain number of shares determined by dividing the principal amount of the loan by the applicable conversion price. Because our loan conversion options have underlying and notional values and had no initial net investment, these assets qualify as derivative instruments. We value our loan conversion options using a modified Black-Scholes option pricing model, which incorporates assumptions about the underlying asset value, volatility, and the risk-free rate. Loan conversion options are recorded at fair value in other assets, while changes in their fair value are recorded through net gains on derivative instruments, in noninterest income, a component of consolidated net income.

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Other Derivatives
We sell forward and option contracts to clients who wish to mitigate their foreign currency exposure. We economically reduce the currency risk from this business by entering into opposite way contracts with correspondent banks. This relationship does not qualify for hedge accounting. The contracts generally have terms of one year or less, although we may have contracts extending for up to five years. Generally, we have not experienced nonperformance on these contracts, have not incurred credit losses, and anticipate performance by all counterparties to such agreements. Contracts in an asset position are included in other assets and contracts in a liability position are included in other liabilities. The net change in the fair value of these contracts is recorded through net gains on derivative instruments, in noninterest income, a component of consolidated net income.
We sell interest rate contracts to clients who wish to mitigate their interest rate exposure. We economically reduce the interest rate risk from this business by entering into opposite way contracts with correspondent banks. We do not designate any of these contracts (which are derivative instruments) as qualifying for hedge accounting. Contracts in an asset position are included in other assets and contracts in a liability position are included in other liabilities. The net change in the fair value of these derivatives is recorded through net gains on derivative instruments, in noninterest income, a component of consolidated net income.
Counterparty Credit Risk
We are exposed to credit risk if counterparties to our derivative contracts do not perform as expected. We mitigate counterparty credit risk through credit approvals, limits, monitoring procedures and obtaining collateral, as appropriate. With respect to measuring counterparty credit risk for derivative instruments, we measure the fair value of a group of financial assets and financial liabilities on a net risk basis by counterparty portfolio.
 

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The total notional or contractual amounts, fair value, collateral and net exposure of our derivative financial instruments at December 31, 2013 and 2012 were as follows:
 
 
 
 
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.

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A summary of our derivative activity and the related impact on our consolidated statements of income for 2013, 2012 and 2011 is as follows:
 
 
 
 
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.
Balance Sheet Offsetting
Certain of our derivative and other financial instruments are subject to enforceable master netting arrangements with our counterparties. These agreements provide for the net settlement of multiple contracts with a single counterparty through a single payment, in a single currency, in the event of default on or termination of any one contract.
The following table summarizes our assets subject to enforceable master netting arrangements as of December 31, 2013 and 2012:

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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

The following table summarizes our liabilities subject to enforceable master netting arrangements as of December 31, 2013 and 2012:
 
 
 
 
 
 
 
 
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


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13.
Other Noninterest Income and Other Noninterest Expense
A summary of other noninterest income for 2013, 2012 and 2011 is as follows:
 
 
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.

A summary of other noninterest expense for 2013, 2012 and 2011 is as follows:
 
 
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
We are subject to income tax in the U.S. federal jurisdiction and various state and foreign jurisdictions and have identified our federal tax return and tax returns in California and Massachusetts as “major” tax filings. U.S. federal tax examinations through 2009 have been concluded. Our U.S. federal tax returns for 2010 and subsequent years remain open to examination. Our California tax returns for 2008 and subsequent tax years remain open to examination. Massachusetts tax returns for 2008, 2010 and subsequent years remain open to examination.
During the third quarter of 2013 we recorded a one-time prior period tax expense adjustment of $2.9 million. Prior period amounts have not been revised as the income tax amounts were not considered material, individually, or in the aggregate, to any of the prior reporting periods affected.

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Current taxes receivable were $16 million at December 31, 2013, compared to current taxes payable of $9 million at December 31, 2012.
The components of our provision for income taxes for 2013, 2012 and 2011 were as follows:
 
 
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


Our effective tax rate is calculated by dividing income tax expense by the sum of income before income tax expense and the net income attributable to noncontrolling interests. The reconciliation between the federal statutory income tax rate and our effective income tax rate for 2013, 2012 and 2011, is as follows:
 
 
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
 %



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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Deferred tax assets and liabilities at December 31, 2013 and 2012, consisted of the following:
 
 
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
)

At both December 31, 2013 and 2012, federal net operating loss carryforwards totaled $16 million, and state net operating loss carryforwards totaled $8 million. Our foreign net operating loss carryforwards totaled $19 million and $11 million at December 31, 2013 and 2012, respectively. These net operating loss carryforwards expire at various dates beginning in 2019. A portion of our net operating loss carryforwards will be subject to provisions of the tax law that limits the use of losses that existed at the time there is a change in control of an enterprise. At December 31, 2013, the amount of our federal and state net operating loss carryforwards that would be subject to these limitations was $7 million and $2 million, respectively.
Currently, we believe that it is more likely than not that the benefit from these net operating loss carryforwards, which are associated with our former eProsper business unit, part of SVB Analytics, and our UK operations, will not be realized in the near term due to uncertainties in the timing of future profitability in those businesses. In recognition of this, we have provided a valuation allowance of $10 million and $9 million on the deferred tax assets related to these net operating loss carryforward and research and development credits at December 31, 2013 and 2012, respectively. We believe it is more likely than not that the remaining deferred tax assets will be realized through recovery of taxes previously paid and/or future taxable income. Therefore, no valuation allowance was provided for the remaining deferred tax assets.
At December 31, 2013, our unrecognized tax benefit was $0.3 million, the recognition of which would reduce our income tax expense by $0.3 million. We do not expect that our unrecognized tax benefit will materially change in the next 12 months.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

A summary of changes in our unrecognized tax benefit (including interest and penalties) in 2013 is as follows:
(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
Our employee compensation and benefit plans include:  (i) Incentive Compensation Plan; (ii) Direct Drive Incentive Compensation Plan; (iii) Retention Program; (iv) Warrant Incentive Plan; (v) 401(k) and ESOP; (vi) EHOP; and (vii) Deferred Compensation Plan; (viii) equity incentive plans; (ix) ESPP. The Equity Incentive Plans and the ESPP are described in Note 4–“Share-Based Compensation.”
A summary of expenses incurred under certain employee compensation and benefit plans for 2013, 2012 and 2011 is as follows:
 
 
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

Incentive Compensation Plan
Our Incentive Compensation Plan (“ICP”) is an annual cash incentive plan that rewards performance based on our financial results and other performance criteria. Awards are made based on company performance, the employee's target bonus level, and management's assessment of individual employee performance.
Direct Drive Incentive Compensation Plan
The Direct Drive Incentive Compensation Plan (“Direct Drive”) is an annual sales incentive program. Awards are based on sales teams' performance to predetermined financial targets and other company/individual performance criteria. Actual awards for each sales team member under Direct Drive are based on: (i) the actual results and financial performance with respect to the incentive gross profit targets; (ii) the sales team payout targets; and (iii) the sales team member's sales position and team payout allocation.
Retention Program
The Retention Program (“RP”) is a long-term incentive plan that allows designated employees to share directly in our investment success. Plan participants are granted an interest in the distributions of gains from certain designated investments made by us during the applicable year. Specifically, participants share in: (i) returns from designated investments made by us, including investments in certain venture capital and private equity funds, debt funds, and direct equity investments in companies; (ii) income realized from the exercise of, and the subsequent sale of shares obtained through the exercise of, warrants held by us; and (iii) other designated amounts as determined by us. No new participants are being added and no new investments will be designated to the plan.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Warrant Incentive Plan
The Warrant Incentive Plan provides individual and team awards to those employees who negotiate warrants on our behalf. Designated participants, as determined by the Company, share in the cash proceeds received by the Company from the exercise of equity warrant assets.
401(k) and ESOP
The 401(k) Plan and ESOP, collectively referred to as the “Plan”, is a combined 401(k) tax-deferred savings plan and employee stock ownership plan in which all regular U.S. employees are eligible to participate.
Employees participating in the 401(k) Plan are allowed to contribute up to 75 percent of their pre-tax pay as defined in the Plan, up to the maximum annual amount allowable under federal income tax regulations of $17,500 for the year 2013, $17,000 for the year 2012 and $16,500 for 2011. We match the employee's contributions dollar-for-dollar, up to 5 percent of the employee's pre-tax pay as defined in the Plan. Our matching contributions vest immediately. The amount of salary deferred, up to the allowed maximum, is not subject to federal or state income taxes at the time of deferral.
Discretionary ESOP contributions, based on our company performance, are made by us to all eligible individuals employed by us on the last day of the fiscal year. We may elect to contribute cash or our common stock (or a combination of cash and stock), in an amount not exceeding 10 percent of the employee's eligible pay earned in the fiscal year. The ESOP contributions vest in equal annual increments over five years during a participant's first five years of service (thereafter all subsequent ESOP contributions are fully vested).
EHOP
The EHOP is a benefit plan that provides for the issuance of mortgage loans at favorable interest rates to eligible employees. Eligible employees may apply for a fixed-rate mortgage for their primary residence, which is due and payable in either five or seven years and is based on amortization over a 30 year period. Applicants must qualify for a loan through the normal mortgage review and approval process, which is typical of industry standards. The maximum loan amount generally cannot be greater than 80 percent of the lesser of the purchase price or the appraised value. The interest rate on the loan is written at the then market rate for five year (5/1) or seven year (7/1) mortgage loans as determined by us. However, provided that the applicant continues to meet all the eligibility requirements, including employment, the actual rate charged to the borrower shall be up to 2 percent below the market rate. The loan rate shall not be less than the greater of either the jumbo conforming market rate (corresponding to the maturity of the loan) or the monthly Applicable Federal Rate for medium-term loans as published by the Internal Revenue Service. The loan rate will be fixed at the time of approval and locked in for 30 days.
Deferred Compensation Plan
Under the Deferred Compensation Plan (the “DC Plan”), eligible employees may elect to defer up to 50 percent of their base salary and/or up to 100 percent of any eligible bonus payment to which they are entitled, for a period of 12 consecutive months, beginning January 1 and ending December 31. Any amounts deferred under the DC Plan will be invested and administered by us (or such person we designate). We do not match employee deferrals to the DC Plan.
Voluntary deferrals under the DC Plan were $3.6 million, $3.2 million and $1.3 million in 2013, 2012 and 2011, respectively. From time to time, we may also designate special retention incentives as mandatory deferrals under this plan during the retention qualifying period. As of December 31, 2013, mandatory special retention incentives totaled $12.5 million. The DC Plan over all, had investment gains of $1.8 million in 2013, gains of $0.7 million in 2012 and losses of $0.1 million in 2011.
16.
Related Parties
SVB Financial has commitments under two partially-syndicated revolving line of credit facilities totaling $65 million to Gold Hill Capital 2008 LP, a venture debt fund, and an affiliated fund, for which SVB Financial has ownership interests. Of the $65 million, $16 million is syndicated to another lender. SVB Financial has an 11.5 percent direct ownership interest and a 4.0 percent indirect ownership interest in Gold Hill Capital 2008 LP through our 83.8 percent interest in its general partner, Gold Hill Capital 08, LLC. The lines of credit are secured and bear an interest rate of national Prime plus one percent. The highest outstanding balance under SVB Financial's portion of the facility for the year ended December 31, 2013 was $38 million. SVB Financial's portion of the outstanding balance as of December 31, 2013, and 2012, was $23 million, and $31 million, respectively.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

During 2013, the Bank made loans to related parties, including certain companies in which certain of our directors or their affiliated venture funds are beneficial owners of ten percent or more of the equity securities of such companies. Such loans: (a) were made in the ordinary course of business; (b) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other non-related persons; and (c) did not involve more than the normal risk of collectibility or present other unfavorable features. Additionally, we also provide real estate secured loans to eligible employees through our EHOP.
17.
Off-Balance Sheet Arrangements, Guarantees and Other Commitments
Operating Leases
We are obligated under a number of noncancelable operating leases for premises and equipment that expire at various dates, through 2025, and in most instances, include options to renew or extend at market rates and terms. Such leases may provide for periodic adjustments of rentals during the term of the lease based on changes in various economic indicators. The following table presents minimum future payments under noncancelable operating leases as of December 31, 2013:
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

 
Rent expense for premises and equipment leased under operating leases totaled $16.3 million, $14.5 million and $11.9 million in 2013, 2012 and 2011, respectively.
Commitments to Extend Credit
A commitment to extend credit is a formal agreement to lend funds to a client as long as there is no violation of any condition established in the agreement. Such commitments generally have fixed expiration dates, or other termination clauses, and usually require a fee paid by the client upon us issuing the commitment. The following table summarizes information related to our commitments to extend credit at December 31, 2013 and 2012, respectively:
 
 
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.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(5)
Our reserve for unfunded credit commitments includes an allowance for both our unfunded loan commitments and our letters of credit.
Our potential exposure to credit loss for commitments to extend credit, in the event of nonperformance by the other party to the financial instrument, is the contractual amount of the available unused loan commitment. We use the same credit approval and monitoring process in extending credit commitments as we do in making loans. The actual liquidity needs and the credit risk that we have experienced have historically been lower than the contractual amount of commitments to extend credit because a significant portion of these commitments expire without being drawn upon. We evaluate each potential borrower and the necessary collateral on an individual basis. The type of collateral varies, but may include real property, intellectual property, bank deposits, or business and personal assets. The credit risk associated with these commitments is considered in the reserve for unfunded credit commitments.
Commercial and Standby Letters of Credit
Commercial and standby letters of credit represent conditional commitments issued by us on behalf of a client to guarantee the performance of the client to a third party when certain specified future events have occurred. Commercial letters of credit are issued primarily for inventory purchases by a client and are typically short-term in nature. We provide two types of standby letters of credit: performance and financial standby letters of credit. Performance standby letters of credit are issued to guarantee the performance of a client to a third party when certain specified future events have occurred and are primarily used to support performance instruments such as bid bonds, performance bonds, lease obligations, repayment of loans, and past due notices. Financial standby letters of credit are conditional commitments issued by us to guarantee the payment by a client to a third party (beneficiary) and are primarily used to support many types of domestic and international payments. These standby letters of credit have fixed expiration dates and generally require a fee to be paid by the client at the time we issue the commitment. Fees generated from these standby letters of credit are recognized in noninterest income over the commitment period using the straight-line method.
The credit risk involved in issuing letters of credit is essentially the same as that involved with extending credit commitments to clients, and accordingly, we use a credit evaluation process and collateral requirements similar to those for credit commitments. Our standby letters of credit often are cash secured by our clients. The actual liquidity needs and the credit risk that we have experienced historically have been lower than the contractual amount of letters of credit issued because a significant portion of these conditional commitments expire without being drawn upon.
The table below summarizes our commercial and standby letters of credit at December 31, 2013. The maximum potential amount of future payments represents the amount that could be remitted under letters of credit if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or from the collateral held or pledged.
(Dollars in thousands)
 
Expires In One
Year or Less
 
Expires After
One Year
 
Total Amount
Outstanding
 
Maximum Amount
of Future  Payments
Financial standby letters of credit
 
$
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

At December 31, 2013 and 2012, deferred fees related to financial and performance standby letters of credit were $8 million and $6 million, respectively. At December 31, 2013, collateral in the form of cash of $230 million and available-for-sale securities of $186 million were available to us to reimburse losses, if any, under financial and performance standby letters of credit.

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SVB FINANCIAL GROUP AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Commitments to Invest in Venture Capital and Private Equity Funds
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. The following table details our total capital commitments, unfunded capital commitments, and our ownership percentage in each fund at December 31, 2013:
 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.


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following table details the amounts of remaining unfunded commitments to venture capital and private equity funds by our consolidated managed funds of funds (including our interest and the noncontrolling interests) at December 31, 2013:
 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


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

18.
Fair Value of Financial Instruments
Fair Value Measurements
Our available-for-sale securities, derivative instruments and certain non-marketable, marketable and other securities are financial instruments recorded at fair value on a recurring basis. We make estimates regarding valuation of assets and liabilities measured at fair value in preparing our consolidated financial statements.
The following fair value hierarchy table presents information about our assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2013:
(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.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following fair value hierarchy table presents information about our assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2012:
(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.


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following table presents additional information about Level 3 assets measured at fair value on a recurring basis for 2013, 2012 and 2011, respectively:
(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.

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The following table presents the amount of unrealized gains (losses) included in earnings (which is inclusive of noncontrolling interest) attributable to Level 3 assets still held at December 31, 2013:
 
 
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.
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 sales restrictions to which these securities are subject, the actual sales of securities and the timing of such actual sales. Both FireEye and Twitter are each subject to a lock-up agreement.
The following table presents quantitative information about the significant unobservable inputs used for certain of our Level 3 fair value measurements at December 31, 2013. We have not included in this table our venture capital and private equity fund investments (fair value accounting) as we use net asset value per share (as obtained from the general partners of the investments) as a practical expedient to determine fair value.
(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
%
 
 
 

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(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.
During 2013, there were no transfers between Level 2 and Level 1, compared to transfers of $3.1 million and $3.9 million from Level 2 to Level 1 in 2012 and 2011, respectively. During 2013, a new sales restriction discount was applied to the valuation of public equity warrant assets, which were subject to certain sales restrictions. The application of this discount resulted in a transfer of $24.2 million of public equity warrant assets from Level 2 to Level 3. Transfers from Level 3 to Level 2 during 2013 and 2012 included $3.6 million and $7.6 million, respectively, as a result of the expiration of lock-up, and other sales, restrictions on certain of our other venture capital investments.
All other transfers from Level 3 to Level 2 during 2013, 2012 and 2011 were due to the transfer of equity warrant assets from our private portfolio to our public portfolio (See our Level 3 reconciliation above). All amounts reported as transfers represent the fair value as of the date of the change in circumstances that caused the transfer.
Financial Instruments not Carried at Fair Value
FASB guidance over financial instruments requires that we disclose estimated fair values for our financial instruments not carried at fair value. Fair value estimates, methods and assumptions, set forth below for our financial instruments, are made solely to comply with these requirements.
Fair values are based on estimates or calculations at the transaction level using present value techniques in instances where quoted market prices are not available. Because broadly traded markets do not exist for many of our financial instruments, the fair value calculations attempt to incorporate the effect of current market conditions at a specific time. The aggregation of the fair value calculations presented herein does not represent, and should not be construed to represent, the underlying value of the Company.
The following describes the methods and assumptions used in estimating the fair values of financial instruments, excluding financial instruments already recorded at fair value as described above.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, cash balances due from banks, interest-earning deposits, securities purchased under agreement to resell and other short-term investment securities. The carrying amount is a reasonable estimate of fair value because of the insignificant risk of changes in fair value due to changes in market interest rates, and the instruments are purchased in conjunction with our cash management activities.
Non-Marketable and Other Securities (Cost and Equity Method Accounting)
Non-marketable and other securities includes other investments (equity method accounting), low income housing tax credit funds (equity method accounting), venture capital and private equity fund investments (cost method accounting), and other venture capital investments (cost method accounting). Other investments (equity method accounting) includes our investment in SPD-SVB, our joint venture bank in China. At this time, the carrying value of our investment in SPD-SVB is a reasonable estimate of fair value. The fair value of the remaining other investments (equity method accounting) and the fair value of venture capital and private equity fund investments (cost method accounting) and other venture capital investments (cost method

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accounting) is based on financial information obtained from the investee or obtained from the fund investments’ or debt fund investments’ respective general partners. For private company investments, estimated fair value is based on consideration of a range of factors including, but not limited to, the price at which the investment was acquired, the term and nature of the investment, local market conditions, values for comparable securities, current and projected operating performance, exit strategies, and financing transactions subsequent to the acquisition of the investment. For our fund investments, we utilize the net asset value per share as obtained from the general partners of the investments. We adjust the net asset value per share for differences between our measurement date and the date of the fund investment’s net asset value by using the most recently available financial information from the investee general partner, for example September 30th, for our December 31st consolidated financial statements, adjusted for any contributions paid, distributions received from the investment, and significant fund transactions or market events during the reporting period. The carrying value of our low income housing tax credit funds (equity method accounting) is a reasonable estimate of fair value.
Loans
The fair value of fixed and variable rate loans is estimated by discounting contractual cash flows using rates that reflect current pricing for similar loans and the projected forward yield curve. This method is not based on the exit price concept of fair value required under ASC 820, Fair Value Measurements and Disclosures.
FHLB and FRB stock
Investments in FHLB and FRB stock are recorded at cost. The carrying amounts of these investments are reasonable estimates of fair value because the securities are restricted to member banks and they do not have a readily determinable market value.
Accrued Interest Receivable and Payable
The carrying amounts of accrued interest receivable and payable are reasonable estimates of fair value due to the short-term nature of these balances.
Deposits
The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, interest-bearing checking accounts, money market accounts and interest-bearing sweep deposits is equal to the amount payable on demand at the measurement date. The fair value of time deposits is estimated by discounting the cash flows using our cost of borrowings and the projected forward yield curve over their remaining contractual term.
Short-Term Borrowings
Short-term borrowings at both December 31, 2013 and 2012 included federal funds purchased and cash collateral received from our counterparty for our interest rate swap agreement related to our 6.05% Subordinated Notes. Short-term borrowings at December 31, 2012 also included federal funds purchased. The carrying amounts of our federal funds purchased is a reasonable estimate of fair value because of the relatively short time between the origination of the instrument and its contractual maturity. The carrying amount of the cash collateral is a reasonable estimate of fair value.
Long-Term Debt
Long-term debt at December 31, 2013 and 2012 included our 5.375% Senior Notes, 7.0% Junior Subordinated Debentures and 6.05% Subordinated Notes. The fair value of long-term debt is generally based on quoted market prices, when available, or is estimated based on calculations utilizing third-party pricing services and current market spread, price indications from reputable dealers or observable market prices of the underlying instrument(s), whichever is deemed more reliable. Also included in the estimated fair value of our 6.05% Subordinated Notes are amounts related to hedge accounting associated with the notes.
Off-Balance Sheet Financial Instruments
The fair value of net available commitments to extend credit is estimated based on the average amount we would receive or pay to execute a new agreement with identical terms and pricing, while taking into account the counterparties’ credit standing.
Letters of credit are carried at their fair value, which is equivalent to the residual premium or fee at December 31, 2013 and 2012. Commitments to extend credit and letters of credit typically result in loans with a market interest rate if funded.

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The following fair value hierarchy table presents the estimated fair values of our financial instruments that are not carried at fair value at December 31, 2013 and 2012:
 
 
 
 
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.

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Investments in Entities that Calculate Net Asset Value Per Share
FASB guidance over certain fund investments requires that we disclose the fair value of funds, significant investment strategies of the investees, redemption features of the investees, restrictions on the ability to sell investments, estimate of the period of time over which the underlying assets are expected to be liquidated by the investee, and unfunded commitments related to the investments.
Our investments in debt funds and venture capital and private equity fund investments generally cannot be redeemed. Alternatively, we expect distributions, if any, to be received primarily through IPOs and M&A activity of the underlying assets of the fund. We currently do not have any plans to sell any of these fund investments. If we decide to sell these investments in the future, the investee fund’s management must approve of the buyer before the sale of the investments can be completed. The fair values of the fund investments have been estimated using the net asset value per share of the investments, adjusted for any differences between our measurement date and the date of the fund investment’s net asset value by using the most recently available financial information from the investee general partner, for example September 30th, for our December 31st consolidated financial statements, adjusted for any contributions paid, distributions received from the investment, and significant fund transactions or market events during the reporting period.
The following table is a summary of the estimated fair values of these investments and remaining unfunded commitments for each major category of these investments as of December 31, 2013:
(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.

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19.
Regulatory Matters
The Company and the Bank are subject to various regulatory capital adequacy requirements administered by the Federal Reserve Board and the California Department of Financial Institutions (“DFI”). The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) required that the federal regulatory agencies adopt regulations defining five capital categories for banks: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our consolidated financial statements.
Quantitative measures, established by the regulators to ensure capital adequacy, require that SVB Financial Group and the Bank maintain minimum ratios (set forth in the table below) of capital to risk-weighted assets. There are three categories of capital under the guidelines. Tier 1 capital includes common stockholders' equity (excluding any net unrealized gains or losses, after applicable taxes, on available-for-sale securities), qualifying preferred stock and trust preferred securities, less goodwill and certain other deductions (including the net unrealized losses, after applicable taxes, on available-for-sale equity securities carried at fair value). At least 50 percent of the qualifying total capital should consist of Tier 1 capital. Components of Tier 2 capital include preferred stock not qualifying as Tier 1 capital, qualifying subordinated debt, the allowance for credit losses, up to a maximum of 1.25 percent of risk-weighted assets and unrealized gains on available-for-sale equity securities, subject to limitations set by the guidelines. Tier 3 capital includes certain qualifying unsecured subordinated debt. We did not have any Tier 3 capital as of December 31, 2013 and 2012.
As of December 31, 2013, both SVB Financial and the Bank were considered “well-capitalized” for regulatory purposes under existing capital guidelines.  There are no conditions or events since that date that management believes would have a material impact on that capital category.

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The following table presents the capital ratios for the Company and the Bank under federal regulatory guidelines, compared to the minimum regulatory capital requirements for an adequately capitalized and a well capitalized depository institution, as of December 31, 2013 and 2012:
 
 
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
We have three reportable segments for management reporting purposes: Global Commercial Bank, SVB Private Bank and SVB Capital. The results of our operating segments are based on our internal management reporting process.
Our operating segments’ primary source of revenue is from net interest income, which is primarily the difference between interest earned on loans, net of funds transfer pricing (“FTP”), and interest paid on deposits, net of FTP. Accordingly, our segments are reported using net interest income, net of FTP. FTP is an internal measurement framework designed to assess the financial impact of a financial institution’s sources and uses of funds. It is the mechanism by which an earnings credit is given for deposits raised, and an earnings charge is made for funded loans. FTP is calculated at an instrument level based on account characteristics.
We also evaluate performance based on provision for loan losses, noninterest income and noninterest expense, which are presented as components of segment operating profit or loss. In calculating each operating segment’s noninterest expense, we consider the direct costs incurred by the operating segment as well as certain allocated direct costs. As part of this review, we allocate certain corporate overhead costs to a corporate account. We do not allocate income taxes to our segments. Additionally, our management reporting model is predicated on average asset balances; therefore, period-end asset balances are not presented for segment reporting purposes. Changes in an individual client’s primary relationship designation have resulted, and in the future may result, in the inclusion of certain clients in different segments in different periods.
Unlike financial reporting, which benefits from the comprehensive structure provided by GAAP, our internal management reporting process is highly subjective, as there is no comprehensive, authoritative guidance for management reporting. Our management reporting process measures the performance of our operating segments based on our internal operating structure,

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which is subject to change from time to time, and is not necessarily comparable with similar information for other financial services companies.
The following is a description of the services that our three reportable segments provide (for further description of these reportable segments, refer to "Business–Business Overview" under Part I, Item 1 of this report):
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.
The summary financial results of our operating segments are presented along with a reconciliation to our consolidated results. The Other Items column reflects the adjustments necessary to reconcile the results of the operating segments to the consolidated financial statements prepared in conformity with GAAP. Noninterest income in the Other Items column is primarily attributable to noncontrolling interests and gains on equity warrant assets. Noninterest expense in the Other Items column primarily consists of expenses associated with corporate support functions such as finance, human resources, marketing, legal and other expenses. Additionally, average assets in the Other Items column primarily consists of cash and cash equivalents.

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Our segment information for 2013, 2012 and 2011 is as follows:
(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.

154

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SVB FINANCIAL GROUP AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

21.    Parent Company Only Condensed Financial Information
The condensed balance sheets of SVB Financial at December 31, 2013 and 2012, and the related condensed statements of income, comprehensive income and cash flows for 2013, 2012 and 2011, are presented below.
Condensed Balance Sheets
 
 
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


Condensed Statements of Income
 
 
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


155

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SVB FINANCIAL GROUP AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Condensed Statements of Comprehensive Income
 
 
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


156

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SVB FINANCIAL GROUP AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Condensed Statements of Cash Flows
 
 
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


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SVB FINANCIAL GROUP AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

22.
Unaudited Quarterly Financial Data
Our supplemental consolidated financial information for each three month period in 2013 and 2012 are as follows:
 
 
 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
Certain lawsuits and claims arising in the ordinary course of business have been filed or are pending against us or our affiliates. In accordance with applicable accounting guidance, we establish accruals for all lawsuits, claims and expected settlements when we believe it is probable that a loss has been incurred and the amount of the loss is reasonably estimable. When a loss contingency is not both probable and estimable, we do not establish an accrual. Any such loss estimates are inherently uncertain, based on currently available information and are subject to management’s judgment and various assumptions. Due to the inherent subjectivity of these estimates and unpredictability of outcomes of legal proceedings, any amounts accrued may not represent the ultimate resolution of such matters.
To the extent we believe any potential loss relating to such lawsuits and claims may have a material impact on our liquidity, consolidated financial position, results of operations, and/or our business as a whole and is reasonably possible but not probable, we disclose information relating to any such potential loss, whether in excess of any established accruals or where there is no
established accrual. We also disclose information relating to any material potential loss that is probable but not reasonably estimable. Where reasonably practicable, we will provide an estimate of loss or range of potential loss. No disclosures are generally made for any loss contingencies that are deemed to be remote.
Based upon information available to us, our review of lawsuits and claims filed or pending against us to date and consultation with our outside legal counsel, we have not recognized a material accrual liability for these matters, nor do we currently expect it is reasonably possible that these matters will result in a material liability to the Company. However, the outcome of litigation and other legal and regulatory matters is inherently uncertain, and it is possible that one or more of such matters currently pending or threatened could have an unanticipated material adverse effect on our liquidity, consolidated financial position, results of operations, and/or our business as a whole, in the future.
24.
Subsequent Events
Update on Securities and Warrant Valuations for the First Quarter of 2014

As previously noted in prior disclosures, SVB and certain equity investment funds managed by SVB Capital, our funds management business, hold warrants as well as direct and indirect investments in FireEye. Since our valuation of those investments as of December 31, 2013, the stock price of FireEye has significantly increased to a closing price of $80.00 as of February 25, 2014 compared to its closing price of $43.61 at December 31, 2013.  Based on this incremental increase in stock price thus far during the first quarter of 2014, and certain sales restrictions, if any, in place at March 31, 2014, we would expect to include in our financial results for the first quarter of 2014 total combined pre-tax gains net of noncontrolling interests from our equity warrant assets and our investment securities of approximately $53 million to $63 million. This is comprised of gains from our equity warrant assets of approximately $13 million and gains net of noncontrolling interests from our investment

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SVB FINANCIAL GROUP AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

securities of approximately $40 million to $50 million (total gross gains, including noncontrolling interests, would be approximately $200 million to $250 million) for the first quarter of 2014. (This is a non-GAAP financial measure. See reconciliation below.)
Any actual investment gains (or losses) that we would record for the first quarter of 2014 are subject to FireEye’s stock price specifically as of March 31, 2014, which is subject to market conditions and other factors.  Given that it is still early in the first quarter, FireEye’s valuation and its estimated impact on our first quarter 2014 financial results, are subject to change, and actual results may differ. Additionally, these gains are currently unrealized gains, and the extent to which such gains will become realized is subject to a variety of factors, including among other things, the expiration of current lock-up agreements to which the securities are subject, the timing of any actual sales of the securities by us, changes in the valuation of the securities, and market conditions.
The table below sets forth a reconciliation of the non-GAAP financial measure discussed above:
 
 
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

 

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Table of Contents

ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM
9A. CONTROLS AND PROCEDURES
(a)
Disclosure Controls and Procedures
Disclosure controls and procedures are the controls and other procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include, among other things, processes, controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
The Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2013 pursuant to Exchange Act Rule 13a-15b. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective as of December 31, 2013.
(b)
Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting at the Company. Our internal control over financial reporting is a process designed under the supervision of the Chief Executive Officer and the Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting purposes in accordance with GAAP. A company's internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, transactions and dispositions of the company's assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures are being made only in accordance with authorization of management and the directors of the company, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the Company's financial statements.
Because of its inherent limitations, internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of December 31, 2013, the Company carried out an assessment, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's internal control over financial reporting pursuant to Rule 13a-15(c), as adopted by the SEC under the Exchange Act. In evaluating the effectiveness of the Company's internal control over financial reporting, management used the framework established in “Internal Control-Integrated Framework (1992),” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management has concluded that, as of December 31, 2013, the Company's internal control over financial reporting was effective.
KPMG LLP, the independent registered public accounting firm that audited and reported on the consolidated financial statements of the Company, has issued an unqualified opinion on the effectiveness of the Company's internal control over financial reporting as of December 31, 2013.
(c)    Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in management's evaluation during the fourth quarter of the period covered by this Annual Report on Form 10-K that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.
OTHER INFORMATION
None.


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Table of Contents

PART III.
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information set forth under the sections titled “Proposal No. 1-Election of Directors,” “Information on Executive Officers,” “Board Committees,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Corporate Governance Principles and Board Matters” contained in the definitive proxy statement for SVB Financial's 2014 Annual Meeting of Stockholders is incorporated herein by reference.
ITEM 11.
EXECUTIVE COMPENSATION
The information set forth under the sections titled “Information on Executive Officers,” “Compensation Discussion and Analysis,” “Compensation for Named Executive Officers,” “Compensation for Directors,” “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” contained in the definitive proxy statement for SVB Financial's 2014 Annual Meeting of Stockholders is incorporated herein by reference.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS
The information set forth under the sections titled “Security Ownership of Directors and Executive Officers” and “Security Ownership of Principal Stockholders” contained in the definitive proxy statement for SVB Financial's 2014 Annual Meeting of Stockholders is incorporated herein by reference.
Our stockholders have approved each of our active equity compensation plans. The following table provides certain information as of December 31, 2013 with respect to our equity compensation plans:
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).
For additional information concerning our equity compensation plans, refer to Note 4-“Share-Based Compensation” of the “Notes to the Consolidated Financial Statements” under Part II, Item 8 in this report.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information set forth under the sections titled “Certain Relationships and Related Transactions” and “Corporate Governance Principles and Board Matters-Board Independence, Leadership and Risk Oversight” in the definitive proxy statement for SVB Financial's 2014 Annual Meeting of Stockholders is incorporated herein by reference.
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
The information set forth under the section titled “Principal Audit Fees and Services” contained in the definitive proxy statement for SVB Financial's 2014 Annual Meeting of Stockholders is incorporated herein by reference.

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PART IV.
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
 

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
SVB Financial Group
 
/s/ GREG W. BECKER
Greg W. Becker
President and Chief Executive Officer
Dated: February 27, 2014

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Table of Contents

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

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
 


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INDEX TO EXHIBITS
 
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
 
 

165

Table of Contents

*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

166

Table of Contents

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.


167