ADD -- SVB Financial Group Announces 2008 Second Quarter Financial Results


SANTA CLARA, Calif., July 24, 2008 (PRIME NEWSWIRE) -- SVB Financial Group (Nasdaq:SIVB) today announced financial results for the second quarter ended June 30, 2008.

Consolidated net income for the second quarter of 2008 was $21.3 million, or $0.62 per diluted common share, compared to $27.9 million, or $0.81 per diluted common share, for the first quarter of 2008, and $22.9 million, or $0.61 per diluted common share, for the second quarter of 2007. Consolidated net income for the second quarter of 2008 included a non-tax deductible loss of $3.9 million, related to our cash settlement of the conversion of certain zero-coupon convertible subordinated notes prior to the notes' maturity. Additionally, we recorded an increase to stockholders' equity of $3.9 million, representing a corresponding cash receipt pursuant to a call-spread arrangement. Accordingly, this loss, as further discussed below under "Long-Term Debt," had no net impact on our total stockholders' equity for the second quarter of 2008.

On a non-GAAP basis, excluding the $3.9 million loss as described above, net income for the second quarter of 2008 was $25.2 million, compared to $27.9 million for the first quarter of 2008, and excluding the $17.2 million pre-tax goodwill impairment charge, $33.1 million for the second quarter of 2007. A complete reconciliation between non-GAAP consolidated net income and GAAP consolidated net income is provided in an attached table under the section "Use of Non-GAAP Financial Measures."

Consolidated net income for the six months ended June 30, 2008 was $49.2 million, or $1.43 per diluted common share, compared to $51.3 million, or $1.38 per diluted common share for the comparable 2007 period. On a non-GAAP basis, excluding the $3.9 million loss described above, net income for the six months ended June 30, 2008 was $53.1 million, compared to $61.5 million for the comparable 2007 period, excluding the $17.2 million pre-tax goodwill impairment charge for the second quarter of 2007.

"We are paying close attention to both opportunities and risks in the current business environment, and remain alert to any signs of issues that could adversely affect our company or our clients," said Ken Wilcox, President and CEO of SVB Financial Group.

"Nevertheless, we continue to see strong opportunities in our target markets, and our solid results in the second quarter suggest we're doing a good job of taking advantage of those opportunities to meet clients' needs. Our business model and culture of credit discipline have so far protected us from the worst of the problems facing other banks. We intend to maintain that discipline and focus moving forward, and to remain vigilant in our efforts to successfully navigate the challenges of the current economic landscape."

Second Quarter 2008 Summary



 (Dollars in millions, except per share amounts and ratios)

                                      Three months ended
                       -----------------------------------------------
                                                        % Change from
                                                       ---------------
                       June 30,    Mar 31,   June 30,  Mar 31, June 30,
                         2008       2008       2007      2008     2007
 --------------------- ---------  ---------  ---------  -----    -----
 Income Statement:
 ----------------
 Diluted EPS           $    0.62  $    0.81  $    0.61  (23.5)%    1.6%
 Net income                 21.3       27.9       22.9  (23.7)    (7.0)
 Net interest income        87.9       92.1       94.6   (4.6)    (7.1)
 Provision for loan
  losses                     8.4        7.7        8.1    9.1      3.7
 Noninterest income         43.9       41.6       55.7    5.5    (21.2)
 Noninterest expense        87.2       83.4       97.9    4.6    (10.9)
 Non-GAAP net income        25.2       27.9       33.1   (9.7)   (23.9)
 Non-GAAP noninterest
  expense, net of
  minority interest         80.9       80.7       77.4    0.2      4.5
 Fully Taxable
  Equivalent:
   Net interest
    income (1)         $    88.4  $    92.6  $    94.9   (4.5)    (6.8)
   Net interest margin      5.69%      6.36%      7.39% (10.5)   (23.0)

 Balance Sheet:
 -------------
 Average total assets  $ 7,158.1  $ 6,752.0  $ 5,934.0    6.0     20.6
 Average loans, net of
  unearned income        4,319.9    4,112.9    3,426.7    5.0     26.1
 Average interest-earning
  investment securities  1,336.5    1,263.1    1,390.7    5.8     (3.9)
 Average noninterest-
  bearing demand
  deposits               2,833.0    2,899.6    2,828.2   (2.3)     0.2
 Average interest-bearing
  deposits               1,815.9    1,535.4    1,022.8   18.3     77.5
 Average total deposits  4,648.8    4,435.0    3,851.0    4.8     20.7
 Average short-term
  borrowings               206.0      234.9      415.1  (12.3)   (50.4)
 Average long-term debt  1,099.8      887.3      602.2   23.9     82.6

 Period end total
  assets               $ 7,309.9  $ 6,897.3  $ 6,605.1    6.0     10.7
 Period end loans, net
  of unearned income     4,633.7    4,349.2    3,762.4    6.5     23.2
 Period end investment
  securities             1,788.0    1,618.5    1,594.0   10.5     12.2
 Period end noninterest-
  bearing demand
  deposits               2,919.2    3,034.9    3,132.4   (3.8)    (6.8)
 Period end interest-
  bearing deposits       1,944.4    1,734.3    1,274.1   12.1     52.6
 Period end total
  deposits               4,863.6    4,769.2    4,406.5    2.0     10.4

 Off-Balance Sheet:
 -----------------
 Average total client
  investment funds     $21,389.3  $21,894.5  $20,040.3   (2.3)     6.7
 Period end total client
  investment funds      21,877.9   20,966.9   20,419.3    4.3      7.1
 Total unfunded credit
  commitments            5,034.3    4,860.7    4,892.0    3.6      2.9

 Ratios and Other
  Statistics:
 ----------------
 Return on average
  assets (2)                 1.2%       1.7%       1.5% (29.4)   (20.0)
 Return on average
  stockholders'
  equity (2)                12.6       16.3       13.7  (22.7)    (8.0)
 Non-GAAP return on
  average assets (3)         1.4        1.7        2.2  (17.6)   (36.4)
 Non-GAAP return on
  average stockholders'
  equity (3)                14.9       16.3       19.7   (8.6)   (24.4)
 Total risk-based
  capital ratio            15.09      15.54      17.29   (2.9)   (12.7)
 Tangible common equity
  to tangible assets (4)    9.47       9.76      10.39   (3.0)    (8.9)
 Operating efficiency
  ratio (5)                65.86      62.20      65.03    5.9      1.3
 Non-GAAP operating
  efficiency ratio (6)     61.52%     59.49%     54.74%   3.4     12.4
 Common stock
  repurchases          $     1.0  $    44.6  $    20.2  (97.8)   (95.0)
 Allowance for loan
  losses as a percentage
  of total gross loans      1.13%      1.13%      1.14%    --     (0.9)
 Gross charge-offs as
  a percentage of total
  gross loans (annualized)  0.78       0.57       0.66   36.8     18.2
 Net charge-offs as a
  percentage of total
  gross loans (annualized)  0.44       0.49       0.53  (10.2)   (17.0)
 Period end prime rate      5.00       5.25       8.25   (4.8)   (39.4)
 Average SVB prime
  lending rate              5.08%      6.24%      8.25% (18.6)   (38.4)
 Full-time equivalent
  employees                1,209      1,190      1,158    1.6%     4.4%


                                              Six months ended
                                       -------------------------------
                                               June 30,
                                          2008        2007    % Change
 ----------------------------------    ---------   ---------   -------
 Income Statement:
 ----------------
 Diluted EPS                           $    1.43   $    1.38      3.6%
 Net income                                 49.2        51.3     (4.1)
 Net interest income                       179.9       187.9     (4.3)
 Provision for loan losses                  16.1         7.7    109.1
 Noninterest income                         85.5       103.2    (17.2)
 Noninterest expense                       170.6       180.0     (5.2)
 Non-GAAP net income                        53.1        61.5    (13.7)
 Non-GAAP noninterest expense,                                 
  net of minority interest                 161.6       157.3      2.7
 Fully Taxable Equivalent:                                     
   Net interest income (1)             $   181.0   $   188.6     (4.0)
   Net interest margin                      6.01%       7.48%   (19.7)
                                                               
 Balance Sheet:                                                
 -------------
 Average total assets                  $ 6,955.1   $ 5,828.8     19.3
 Average loans, net of unearned income   4,216.4     3,342.6     26.1
 Average interest-earning investment
  securities                             1,299.8     1,424.7     (8.8)
 Average noninterest-bearing
  demand deposits                        2,866.3     2,823.1      1.5
 Average interest-bearing deposits       1,675.6     1,027.9     63.0
 Average total deposits                  4,541.9     3,851.0     17.9
 Average short-term borrowings             220.5       481.6    (54.2)
 Average long-term debt                    993.6       483.2    105.6
                                                                               
 Period end total assets               $ 7,309.9   $ 6,605.1     10.7
 Period end loans, net of
  unearned income                        4,633.7     3,762.4     23.2
 Period end investment securities        1,788.0     1,594.0     12.2
 Period end noninterest-bearing
  demand deposits                        2,919.2     3,132.4     (6.8)
 Period end interest-bearing deposits    1,944.4     1,274.1     52.6
 Period end total deposits               4,863.6     4,406.5     10.4
                                                                               
 Off-Balance Sheet:                                                            
 -----------------
 Average total client
  investment funds                     $21,641.9   $19,754.2      9.6
 Period end total client
  investment funds                      21,877.9    20,419.3      7.1
 Total unfunded credit commitments       5,034.3     4,892.0      2.9
                                                                               
 Ratios and Other Statistics:                                                  
 ---------------------------
 Return on average assets (2)                1.4%        1.8%   (22.2)
 Return on average stockholders'
  equity (2)                                14.5        15.7     (7.6)
 Non-GAAP return on average assets (3)       1.5         2.1    (28.6)
 Non-GAAP return on average
  stockholders' equity (3)                  15.6        18.8    (17.0)
 Total risk-based capital ratio            15.09       17.29    (12.7)
 Tangible common equity to
  tangible assets (4)                       9.47       10.39     (8.9)
 Operating efficiency ratio (5)            64.02       61.71      3.7
 Non-GAAP operating efficiency
  ratio (6)                                60.49%      58.26%     3.8
 Common stock repurchases              $    45.6   $    39.3     16.0
 Allowance for loan losses as a
  percentage of total gross loans           1.13%       1.14%    (0.9)
 Gross charge-offs as a percentage
  of total gross loans (annualized)         0.66        0.57     15.8
 Net charge-offs as a percentage of
  total gross loans (annualized)            0.45        0.38     18.4
 Period end prime rate                      5.00        8.25    (39.4)
 Average SVB prime lending rate             5.66%       8.25%   (31.4)
 Full-time equivalent employees            1,209       1,158      4.4%

 --------------------------------------------------------
   (1)  Interest income on non-taxable investments is presented on a
        fully tax-equivalent basis using the federal statutory
        income tax rate of 35.0 percent. The tax-equivalent
        adjustments were $0.6 million, $0.5 million and $0.3 million
        for the quarters ended June 30, 2008, March 31, 2008 and
        June 30, 2007, respectively. The tax-equivalent adjustments
        were $1.1 million and $0.6 million for the six months ended
        June 30, 2008 and 2007, respectively.
   (2)  Ratios represent annualized consolidated net income divided
        by quarterly average assets/equity and year-to-date average
        assets/equity, respectively.
   (3)  Ratios represent non-GAAP annualized consolidated net income
        (excluding the $3.9 million loss related to our cash
        settlement of the conversion of certain zero-coupon
        convertible subordinated notes recorded in the second
        quarter of 2008, and goodwill impairment charges of $17.2
        million recorded in the second quarter of 2007) divided by
        quarterly average assets/equity and year-to-date average
        assets/equity, respectively.
   (4)  Tangible common equity consists of total stockholders'
        equity (excluding unrealized gains and losses on
        investments) less acquired intangibles and goodwill.
        Tangible assets represent total assets (excluding unrealized
        gains and losses on investments) less acquired intangibles
        and goodwill.
   (5)  The operating efficiency ratio is calculated by dividing
        noninterest expense by total taxable-equivalent revenue.
   (6)  The non-GAAP operating efficiency ratio is calculated by
        dividing noninterest expense (excluding (i) the $3.9 million
        loss related to our cash settlement of the conversion of
        certain zero-coupon convertible subordinated notes recorded
        in the second quarter of 2008, (ii) goodwill impairment
        charges of $17.2 million recorded in the second quarter of
        2007 and (iii) the portion of noninterest expense
        attributable to minority interests of $2.5 million, $2.8
        million and $3.3 million for the quarters ended June 30,
        2008, March 31, 2008 and June 30, 2007, respectively and
        $5.2 million and $5.5 million for the six months ended June
        30, 2008 and 2007, respectively) by total taxable-equivalent
        revenue (excluding taxable-equivalent revenue (losses)
        attributable to minority interests of $0.9 million, $(1.5)
        million and $9.1 million for the quarters ended June 30,
        2008, March 31, 2008 and June 30, 2007, respectively and
        $(0.5) million and $21.7 million for the six months ended
        June 30, 2008 and 2007, respectively).

Net Interest Income and Margin

Net interest income was $87.9 million for the second quarter of 2008, compared to $92.1 million for the first quarter of 2008 and $94.6 million for the second quarter of 2007. Net interest income, on a fully tax-equivalent basis, was $88.4 million for the second quarter of 2008, compared to $92.6 million for the first quarter of 2008 and $94.9 million for the second quarter of 2007. The decrease in net interest income, on a fully tax-equivalent basis, from the first to the second quarter of 2008, was primarily attributable to the following:



 *   A net decrease in interest income of $5.2 million from our loan
     portfolio, largely due to decreases totaling 225 basis points in
     our prime-lending rate during the first and second quarters of
     2008 in response to Federal Reserve rate decreases. Our average
     prime-lending rate was 5.08 percent for the second quarter of
     2008, compared to 6.24 percent for the first quarter of 2008.
     These decreases were partially offset by increases in interest
     income related to growth in our average loan portfolio balances,
     which increased interest income by $4.1 million in the second
     quarter of 2008.

 *   A decrease in interest income of $0.4 million from our short-term
     investment portfolio, primarily driven by declining short-term
     market interest rates. This decrease was partially offset by
     increases in interest income related to growth in average
     short-term investment portfolio balances, which included net
     proceeds from our issuance of $250 million of 3.875% convertible
     senior notes in April 2008. A portion of these proceeds was
     subsequently used to settle the conversion of our zero-coupon
     convertible subordinated notes, which matured on June 15, 2008.

 *   An increase in interest expense of $0.1 million from total
     interest-bearing deposits. This increase was primarily due to
     growth in the average balances of all deposit products,
     particularly our Eurodollar sweep deposit product, partially
     offset by a decrease in interest expense from our bonus money
     market deposits, primarily driven by declining short-term market
     interest rates.

 *   An increase in interest income of $1.0 million from our
     interest-earning investment securities portfolio, primarily
     related to growth in average balances of our mortgage-backed
     securities and non-taxable investment securities portfolio.

 *   A decrease in interest expense of $0.6 million from short-term
     borrowings and long-term debt, primarily due to a decrease in
     interest expense from our 5.70% senior and 6.05% subordinated
     notes, short-term borrowings and other long-term debt of $3.1
     million, due to lower short-term London Interbank Offered Rates
     (LIBOR) and lower short-term market interest rates, as well as
     decreases in average balances of short-term borrowings. These
     decreases were partially offset by a $2.7 million increase in
     interest expense related to the issuance of $250 million in
     3.875% convertible senior notes in April 2008.

Our net interest margin, on a fully tax-equivalent basis, was 5.69 percent for the second quarter of 2008, compared to 6.36 percent for the first quarter of 2008 and 7.39 percent for the second quarter of 2007. The decrease from the first to the second quarter of 2008 was primarily due to reductions in our prime-lending rate during the first and second quarters of 2008, which we lowered in response to Federal Reserve rate cuts, as well as increases in interest expense related to the issuance of $250 million of 3.875% convertible senior notes and increases in average balances of our Eurodollar sweep deposit product. Our net interest margin also decreased due to the impact of our decision to partially decrease the interest rates we offer on certain deposit products, rather than lower them in conformity with Federal Reserve rate cuts. These reductions in our net interest margin were partially offset by a decrease in interest expense from short-term borrowings and long-term debt, primarily due to lower short-term market interest rates and LIBOR rates.

Net interest income, on a fully tax-equivalent basis, was $181.0 million and $188.6 million for the six months ended June 30, 2008 and 2007, respectively. Net interest margin, on a fully tax-equivalent basis, was 6.01 percent for the six months ended June 30, 2008, compared to 7.48 percent for the comparable 2007 period.

As of June 30, 2008, 74.3 percent, or $3.46 billion, of our outstanding gross loans were variable-rate loans that adjust at a prescribed measurement date upon a change in our prime-lending rate or other variable indices. This compares to 71.7 percent, or $3.14 billion, as of March 31, 2008 and 71.6 percent, or $2.71 billion, as of June 30, 2007.

Loan Growth

Average loans, net of unearned income, were $4.32 billion for the second quarter of 2008, compared to $4.11 billion for the first quarter of 2008 and $3.43 billion for the second quarter of 2007. The increase in average loan balances from the first to the second quarter of 2008 came primarily from loans to software, hardware and life science industry clients, and loans to individual clients of SVB Private Client Services. Period end loans, net of unearned income, were $4.63 billion at June 30, 2008, compared to $4.35 billion at March 31, 2008 and $3.76 billion at June 30, 2007.

Deposit Growth

Average deposits were $4.65 billion for the second quarter of 2008, compared to $4.44 billion for the first quarter of 2008 and $3.85 billion for the second quarter of 2007. The increase in average deposit balances from the first to the second quarter of 2008 reflects an increase in average balances of our Eurodollar sweep deposit product and our money market deposit product for early stage clients. The average balances of our Eurodollar sweep deposit product were $322.4 million for the second quarter of 2008, compared to $144.3 million for the first quarter of 2008. The average balances of our early stage money market deposit product were $425.5 million for the second quarter of 2008, compared to $406.4 million for the first quarter of 2008. Period-end deposits were $4.86 billion at June 30, 2008, compared to $4.77 billion at March 31, 2008 and $4.41 billion at June 30, 2007.

Investment Securities

Our investment securities portfolio consists of both a fixed income investment portfolio, which primarily represents interest-earning securities, and a non-marketable securities portfolio, which primarily represents investments managed by SVB Capital as part of its funds management business. Total investment securities were $1.79 billion at June 30, 2008, compared to $1.62 billion at March 31, 2008 and $1.59 billion at June 30, 2007. The increase in investment securities from the first quarter to the second quarter of 2008 was primarily due to increases in the balances of our mortgage-backed securities and non-taxable investment securities, which is included as a part of our fixed income investment portfolio, and increases in balances of our non-marketable securities, primarily from investments during the second quarter of 2008 in our managed investment funds at SVB Capital. We did not hold any common or preferred stock in government-sponsored enterprises for any of the periods presented in this release.

Average interest-earning investment securities were $1.34 billion for the second quarter of 2008, compared to $1.26 billion for the first quarter of 2008 and $1.39 billion for the second quarter of 2007. The increase in average interest-earning investment securities from the first to the second quarter of 2008 was primarily due to purchases of investments in mortgage-backed securities and non-taxable investment securities.

Long-Term Debt

3.875% Convertible Senior Notes

In April 2008, we issued $250 million of 3.875% convertible senior notes due in April 2011. The notes are initially convertible, subject to certain conditions, into cash up to the principal amount of notes and, with respect to any excess conversion value, into shares of our common stock or cash or a combination, at our option. The notes have an initial conversion rate of 18.8525 shares of common stock per $1,000 principal amount of notes, which represents an initial effective conversion price of $53.04 per share. We used $20.6 million of the net proceeds of this note offering to cover the net cost of entering into a convertible note hedge and a warrant agreement. These hedge and warrant transactions are separate contracts entered into with the counterparties, are not part of the terms of the notes and will not affect the rights of the holders of the notes. With respect to us only, they are intended to reduce potential equity dilution upon conversion of the notes by effectively increasing the economic conversion price of the notes to $64.43 per share of common stock. Additionally, we used $141.9 million of the net proceeds to settle the conversion of our zero-coupon convertible subordinated notes, which matured in June 2008. All of the remaining net proceeds will be used for general corporate purposes.

Zero-Coupon Convertible Subordinated Notes

Our zero-coupon convertible subordinated notes, previously issued with an original aggregate total principal amount of $150 million, matured on June 15, 2008. As of the maturity date, convertible notes for the original aggregate total principal amount of $141.9 million were outstanding and had not yet been converted. Based on the conversion terms of these notes, on June 23, 2008, we made an aggregate conversion settlement payment in cash and in shares of our common stock. The total value of both cash and shares as calculated based on the terms of the notes and as of the payment date was $212.8 million. Of the $212.8 million, we paid $141.9 million in cash, representing the portion of the conversion payment as the total principal amount of the notes converted. We also issued 1,406,034 shares of our common stock, valued at $70.9 million as calculated based on the terms of the notes, representing the portion of the conversion premium value that exceeded the total principal amount of the notes. In connection with this conversion settlement payment, we exercised call options pursuant to a call-spread arrangement with a certain counterparty, under which the counterparty delivered to us 1,406,043 shares of our common stock, valued at $70.9 million. Accordingly, there was no net impact on our total stockholders' equity for the second quarter of 2008 with respect to settling the conversion premium value.

During the second quarter of 2008, prior to the maturity date of these notes, we received a conversion notice to convert notes in the total principal amount of $7.8 million. Consistent with prior early conversions, we elected to settle the conversion fully in cash and paid a total of $11.6 million in cash, which included $3.9 million representing the conversion premium value of the converted notes. Accordingly, we recorded a non-tax deductible loss of $3.9 million as noninterest expense. In connection with this earlier conversion settlement payment, we exercised call options pursuant to our call-spread arrangement and received a corresponding cash payment of $3.9 million from the counterparty. Accordingly, we recorded an increase in stockholders' equity of $3.9 million, representing such payment received, which was reflected as additional paid-in capital. As a result, the $3.9 million in noninterest expense we recorded due to this earlier conversion settlement had no net impact on our total stockholders' equity.

Noninterest Income

Noninterest income was $43.9 million for the second quarter of 2008, compared to $41.6 million for the first quarter of 2008 and $55.7 million for the second quarter of 2007. The increase in noninterest income from the first to the second quarter of 2008 was driven by the following factors:



 *   Net gains on investment securities of $2.0 million for the second
     quarter of 2008, compared to net losses of $6.1 million for the
     first quarter of 2008. The increase of $8.1 million was primarily
     due to $1.6 million of valuation gains recognized in the second
     quarter of 2008 related to investments within our sponsored debt
     funds, compared to $7.8 million of valuation losses recognized in
     the first quarter of 2008. Net gains on investment securities of
     $2.0 million in the second quarter of 2008 were mainly
     attributable to gains and losses from the following investment
     activity:

          --   Net gains from one of our managed co-investment funds
               of $2.4 million, primarily due to net realized gains
               from certain investments arising from merger and
               acquisition activities.
          --   Net gains from our sponsored debt funds of $2.2
               million, which included $1.5 million of net gains
               mainly attributable to increases in the share prices of
               certain investments and higher valuations related to
               investments within our sponsored debt funds, $0.4
               million of net gains from the sale of certain
               investments within the funds and $0.3 million of net
               gains from distributions.
          --   Net losses from our managed funds of funds of $1.7
               million, which included $5.0 million in net losses from
               decreases in valuations, partially offset by $3.3
               million of net gains primarily from distributions.
          --   Net losses of $0.5 million from the sale of certain
               equity securities, which are publicly-traded shares
               acquired upon exercise of equity warrant assets.

     As of June 30, 2008, we held investments, either directly or through 
     six of our managed investment funds, in 421 private equity funds, 65 
     companies and three sponsored debt funds.

 *   An increase in net gains on derivative instruments of $1.8
     million, primarily due to net gains from changes in the fair
     value of foreign exchange forward contracts, and net gains from
     changes in the fair value of an interest rate swap, partially
     offset by lower net gains on exercises of equity warrant assets.
     Net gains from foreign exchange forward contracts included $0.6
     million in net gains from changes in fair value of foreign
     exchange forward contracts, used to offset net losses of $2.0
     million from revaluation of our foreign currency denominated
     loans, which are included in other noninterest income.

 *   A decrease in other noninterest income of $4.4 million, primarily
     due to net losses from revaluations of foreign currency
     denominated loans of $2.0 million for the second quarter of 2008,
     compared to net gains of $3.9 million for the first quarter of
     2008. The net losses of $2.0 million were primarily due to the
     strengthening of the U.S. dollar in the second quarter of 2008.

 *   A decrease in corporate finance fees of $3.6 million, due to the
     completion of all remaining client transactions at SVB Alliant in
     the first quarter of 2008.

Non-GAAP noninterest income, net of minority interest, was $43.1 million for the second quarter of 2008, compared to $43.3 million for the first quarter of 2008 and $46.9 million for the second quarter of 2007. Reconciliations of our non-GAAP noninterest income, non-GAAP net gains on investment securities and non-GAAP net gains on derivative instruments, all of which exclude minority interests, are provided under the section "Use of Non-GAAP Financial Measures."

Noninterest Expense

Noninterest expense was $87.2 million for the second quarter of 2008, compared to $83.4 million for the first quarter of 2008 and $97.9 million for the second quarter of 2007. The increase in noninterest expense from the first to the second quarter of 2008 was primarily attributable to the following:



 *   An increase in other noninterest expense of $5.0 million,
     primarily due to a $3.9 million non-tax deductible loss recorded
     during the second quarter of 2008, related to our cash settlement
     of the early conversion of certain zero-coupon convertible
     subordinated notes.

 *   An increase in the provision for unfunded credit commitments of
     $1.0 million. We recorded a provision for unfunded credit
     commitments of $0.8 million for the second quarter of 2008,
     compared to a (reduction of) provision of $(0.2) million for the
     first quarter of 2008. The provision of $0.8 million for the
     second quarter of 2008 was primarily due to the growth in our
     portfolio of unfunded credit commitments compared to the first
     quarter of 2008. Total unfunded credit commitments were $5.03
     billion at June 30, 2008, compared to $4.86 billion at March 31,
     2008 and $4.89 billion at June 30, 2007.

 *   A decrease in compensation and benefits expense of $3.7 million,
     primarily attributable to the following:

          --   A decrease of $1.8 million due to higher 401(k)
               employer contributions in the first quarter of 2008
               related to annual incentive compensation payouts for
               2007.
          --   A decrease of $1.0 million in salaries and wages
               expense, primarily attributable to higher expenses
               incurred in the first quarter of 2008 due to seasonal
               and other accruals of vacation benefits and decreases
               in non-routine compensation, such as one-time bonuses,
               partially offset by an increase in salaries and wages
               of $1.4 million primarily attributable to an increase
               in the number of average full-time equivalent ("FTE")
               employees and higher employee salaries and wages. The
               average number of FTEs increased by 27 to 1,201 FTEs
               for the second quarter of 2008, compared to an average
               of 1,174 FTEs for the first quarter of 2008.
          --   A decrease of $0.4 million in employer payroll taxes,
               primarily attributable to higher employer payroll taxes
               paid during the first quarter of 2008 as maximum
               taxation levels were reached for certain employees.

Non-GAAP noninterest expense, excluding the $3.9 million loss as described above, net of minority interest, was $80.9 million for the second quarter of 2008, compared to $80.7 million for the first quarter of 2008 and, excluding the $17.2 million pre-tax goodwill impairment, net of minority interest, $84.5 million for the second quarter of 2007. Reconciliations of our non-GAAP noninterest expense, excluding the $3.9 million loss, goodwill impairment charges, and net of minority interest, are provided under the section "Use of Non-GAAP Financial Measures."

Income Tax Expense

Our effective tax rate was 43.66 percent for the second quarter of 2008, compared to 40.26 percent for the first quarter of 2008 and 40.48 percent for the second quarter of 2007. The increase in the tax rate from the first to the second quarter of 2008 was primarily attributable to the $3.9 million non-tax deductible loss related to our cash settlement of the early conversion of certain of our zero-coupon convertible subordinated notes.

Our effective tax rate for the six months ended June 30, 2008 was 41.78 percent, compared to 41.20 percent for the same period a year ago. The increase in the tax rate was primarily attributable to the $3.9 million non-tax deductible loss related to our zero-coupon convertible subordinated notes, partially offset by the tax impact of lower non-deductible share-based compensation expense and the effect of more tax-advantaged investments on our overall pre-tax income.

Credit Quality



                       Three months ended           Six months ended
                -------------------------------- ---------------------
                 June 30,   March 31,  June 30,   June 30,   June 30,
                   2008       2008       2007       2008       2007
                ---------- ---------- ---------- ---------- ----------
 Allowance for                   (Dollars in thousands)
  loan losses,
  beginning
  balance       $   49,636 $   47,293 $   40,256 $   47,293 $   42,747
 Provision for
  loan losses        8,351      7,723      8,117     16,074      7,710
 Gross loan
  charge-offs       (9,098)    (6,208)    (6,265)   (15,306)   (10,615)
 Loan recoveries     3,999        828      1,244      4,827      3,510
                ---------- ---------- ---------- ---------- ----------
 Allowance for
  loan losses,
  ending
  balance       $   52,888 $   49,636 $   43,352 $   52,888 $   43,352
                ========== ========== ========== ========== ==========
 Provision as a
  percentage of
  total gross
  loans
  (annualized)        0.72%      0.71%      0.86%      0.69%      0.41%
 Gross charge-offs
  as a percentage
  of total gross
  loans
  (annualized)        0.78       0.57       0.66       0.66       0.57
 Net charge-offs
  as a percentage
  of total gross
  loans
  (annualized)        0.44       0.49       0.53       0.45       0.38
 Allowance for
  loan losses as
  a percentage
  of total gross
  loans               1.13%      1.13%      1.14%      1.13%      1.14%
 Total gross
  loans         $4,666,989 $4,377,498 $3,787,911 $4,666,989 $3,787,911

Our provision for loan losses increased by $0.6 million for the second quarter of 2008, compared to the first quarter of 2008, primarily due to an increase in gross loan charge-offs of $2.9 million and growth in our loan portfolio, partially offset by an increase in loan recoveries of $3.2 million. Gross loan charge-offs of $9.1 million for the second quarter of 2008 were primarily related to gross charge-offs from our early-stage client portfolio, as well as from one loan transaction from a mid-stage technology client. Loan recoveries of $4.0 million for the second quarter of 2008 primarily came from our early-stage client portfolio.

Minority Interest in Consolidated Affiliates

Minority interest in net losses of consolidated affiliates was $1.5 million for the second quarter of 2008, compared to a net loss of $4.2 million for the first quarter of 2008 and net income of $5.8 million for the second quarter of 2007. Minority interest in net loss of consolidated affiliates of $1.5 million for the second quarter of 2008 was primarily from noninterest expense of $2.5 million, primarily related to management fees paid by our managed funds to the general partners at SVB Capital for funds management and $2.5 million in net investment losses and carried interest from our funds of funds. These net losses were partially offset by $2.2 million in net investment gains from our managed co-investment funds and $0.7 million in net investment gains and carried interest from our sponsored debt funds.

Minority interest in capital of consolidated affiliates increased by $18.6 million for the second quarter of 2008, compared to the first quarter of 2008, due to equity transactions, which included paid capital calls of $20.4 million made by our consolidated affiliates, partially offset by $1.0 million in distributions to the minority interest holders, and $0.7 million of carried interest, primarily from one of our managed funds of funds.

Capital

We repurchased 25,000 shares of our common stock during the second quarter of 2008, at an aggregate cost of $1.0 million, compared to 979,628 shares or $44.6 million during the first quarter of 2008 and 388,493 shares or $20.2 million during the second quarter of 2007. We repurchased 1,004,628 shares of our common stock during the six months ended June 30, 2008 at an aggregate cost of $45.6 million. On July 24, 2008, our Board of Directors approved a new stock repurchase program that authorizes us to purchase up to $150 million of our common stock. This program expires on December 31, 2009 and replaces all prior share repurchase programs.

Weighted-average diluted common shares outstanding decreased by 390,109 shares from the first to the second quarter of 2008, primarily due to the full quarter effect of our share repurchase activity during the first quarter of 2008. This decrease was partially offset by higher stock option exercises and the impact from vesting of restricted stock awards during the second quarter of 2008.

In relation to the maturity of our zero-coupon convertible subordinated notes, effective June 15, 2008 going forward, the number of shares issuable upon conversion of these notes was excluded from our diluted common share count. Because the notes matured towards the end of the second quarter of 2008, this exclusion had a nominal impact on our diluted EPS for the second quarter of 2008. Additionally, the issuance of the $250 million of 3.875% convertible senior notes in April 2008 did not impact our weighted average diluted common shares for the second quarter of 2008 as their conversion price was higher than the average market price of our common stock for the second quarter of 2008.

Outlook for the Year Ending December 31, 2008

Our outlook for the year ending December 31, 2008 is provided below on a GAAP basis, unless otherwise noted. We have provided our current outlook for the expected results of our significant forecasted activities. However, we do not provide our outlook for selected items where the timing and financial impact is particularly uncertain, or for certain potential unusual or one-time items. The outlook observations presented below are, by their nature, forward looking statements and are subject to substantial risks and uncertainties which are discussed below under the caption "Forward Looking Statements."

For the year ending December 31, 2008, compared to our 2007 results, we currently expect the following outlook:



                         ----------------------  ----------------------
                          Current outlook com-   Change in outlook com-
                          pared to 2008 results  pared to outook repor-
                          (as of July 24, 2008)   ted as of April 24,
                                                         2008
 ----------------------  ----------------------  ----------------------
 Average loan balance    increase at a percent-  outlook increased from
                          age rate in the high     low twenties range
                             twenties range
 ----------------------  ----------------------  ----------------------
 Average deposit bal-    increase at a percent-  outlook increased from
 ance (majority of        age rate in the high   low double digit range
 growth from interest-         teens range
 bearing deposits)
 ----------------------  ----------------------  ----------------------
 Net interest margin      decline based on ex-       no change from
                         pected federal reserve     previous outlook
                           rate cuts and from
                           actual decreases in
                           late 2007 and early
                                  2008
 ----------------------  ----------------------  ----------------------
 Fees for deposit ser-   increase at a percent-      no change from
 vices, letters of         age rate in the mid      previous outlook
 credit and foreign ex-      twenties range
 change, in aggregate
 ----------------------  ----------------------  ----------------------
 Client investment fees  increase at a percent-  outlook decreased from
                           age rate in the mid      high single digit
                           single digit range             range
 ----------------------  ----------------------  ----------------------
 Allowance for loan            remain flat           no change from
 losses as a percentage                             previous outlook
 of gross loans
 ----------------------  ----------------------  ----------------------
 Noninterest expense*    increase at a percent-      no change from
 (excluding expenses       age rate in the mid      previous outlook
 related to minority       single digit range
 interest, loss from
 cash settlement of our
 zero-coupon conver-
 tible subordinated
 notes during the se-
 cond quarter of 2008,
 and goodwill impair-
 ment)
 ----------------------  ----------------------  ----------------------

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts, such as forecasts of our future financial results and condition, expectations for our operations and business, and our underlying assumptions of such forecasts and expectations. In this release, particularly in the section "Outlook for the Year Ending December 31, 2008" above, we make forward-looking statements discussing management's expectations about economic conditions, opportunities in the market, and our financial and credit performance and financial results (and the components of such results) for the year 2008.

Although management believes that the expectations reflected in our forward-looking statements are reasonable and has based these expectations on our beliefs and assumptions, such expectations are not guarantees and may prove to be incorrect. Actual results could differ significantly. Factors that may cause the outlook for the year 2008 and other forward-looking statements herein to change include, among others, the following: (i) accounting changes, as required by U.S. generally accepted accounting principles, (ii) changes in the state of the economy or the markets in which we conduct business or are served by us, (iii) changes in credit quality of our loan portfolio, (iv) changes in interest rates or market levels or factors affecting them, (v) changes in the performance or equity valuations of companies in which we have invested or hold derivative instruments or equity warrant assets, and (vi) variations from our expectations as to factors impacting our cost structure. For additional information about these factors, please refer to our public reports filed with the U.S. Securities and Exchange Commission, including our most recently-filed quarterly or annual report. The forward-looking statements included in this release are made only as of the date of this release. We do not intend, and undertake no obligation, to update these forward-looking statements.

Earnings Conference Call

On July 24, 2008, we will host a conference call at 2:00 p.m. (Pacific Time) to discuss the financial results for the second quarter ended June 30, 2008. The conference call can be accessed by dialing (866) 916-4782 or (706) 902-0678, and referencing the conference ID "55892277." A live webcast of the audio portion of the call can be accessed on the Investor Relations section of our website at www.svb.com. A replay of the conference call will be available beginning at approximately 6:00 p.m. (Pacific Time) on Thursday, July 24, 2008, through midnight on Friday, August 8, 2008, by dialing (800) 642-1687 or (706) 645-9291 and referencing conference ID number "55892277." A replay of the audio webcast will also be available on www.svb.com for 12 months beginning Thursday, July 24, 2008.

About SVB Financial Group

For 25 years, SVB Financial Group and its subsidiaries, including Silicon Valley Bank, have been dedicated to helping entrepreneurs succeed. SVB Financial Group is a financial holding company that serves companies in the technology, life science, private equity and premium wine industries. Offering diversified financial services through Silicon Valley Bank, SVB Analytics, SVB Capital, SVB Global and SVB Private Client Services, SVB Financial Group provides clients with commercial, investment, international and private banking services. The Company also offers funds management, broker-dealer transactions, asset management and a full range of services for private equity companies, as well as the added value of its knowledge and networks worldwide. Headquartered in Santa Clara, Calif., SVB Financial Group operates through 27 offices in the U.S. and five internationally in China, India, Israel and United Kingdom. More information on the Company can be found at www.svb.com.

Banking services are provided by Silicon Valley Bank, the California bank subsidiary and commercial banking operation of SVB Financial Group, and a member of the FDIC and the Federal Reserve. SVB Private Client Services is a division of Silicon Valley Bank. SVB Financial Group is also a member of the Federal Reserve.



               SVB FINANCIAL GROUP AND SUBSIDIARIES
               INTERIM CONSOLIDATED STATEMENTS OF INCOME
                              (Unaudited)

               (Dollars in thousands, except share data)

                         Three months ended        Six months ended
                -------------------------------- ---------------------
                 June 30,   March 31,   June 30,  June 30,   June 30,
                   2008       2008       2007       2008       2007
 ------------------------- ---------- ---------- ---------- ----------
 Interest income:
  Loans         $   84,515 $   89,759 $   89,051 $  174,274 $  174,283
  Investment
   securities:
    Taxable         14,586     13,770     15,782     28,356     32,075
    Non-taxable      1,078        937        557      2,015      1,164
    Federal funds
     sold, securi-
     ties purchased
     under agree-
     ment to resell
     and other
     short-term
     investment
     securities      3,684      4,117      4,341      7,801      8,175
 ------------------------- ---------- ---------- ---------- ----------
 Total interest
  income           103,863    108,583    109,731    212,446    215,697
 ------------------------- ---------- ---------- ---------- ----------
 Interest expense:
  Deposits           5,372      5,269      2,568     10,641      4,756
  Borrowings        10,627     11,233     12,587     21,860     23,001
 ------------------------- ---------- ---------- ---------- ----------
 Total interest
  expense           15,999     16,502     15,155     32,501     27,757
 ------------------------- ---------- ---------- ---------- ----------
 Net interest
  income            87,864     92,081     94,576    179,945    187,940
 Provision for
  loan losses        8,351      7,723      8,117     16,074      7,710
 ------------------------- ---------- ---------- ---------- ----------
 Net interest
  income after
  provision for
  loan losses       79,513     84,358     86,459    163,871    180,230
 ------------------------- ---------- ---------- ---------- ----------
 Noninterest income:
  Client investment
   fees             13,648     13,722     12,652     27,370     24,686
  Foreign exchange
   fees              7,961      7,844      5,805     15,805     11,064
  Deposit service
   charges           6,056      5,891      3,567     11,947      6,778
  Gains on deriva-
   tive instruments,
   net               4,408      2,599      4,751      7,007      6,724
  Letter of credit
   and standby
   letter of
   credit income     3,142      2,946      2,761      6,088      5,692
  Corporate fi-
   nance fees           --      3,640      3,487      3,640      6,402
  Gains (losses)
   on investment
   securities, net   2,039     (6,112)    13,641     (4,073)    25,892
  Other              6,683     11,035      9,036     17,718     15,923
 ------------------------- ---------- ---------- ---------- ----------
 Total noninte-
  rest income       43,937     41,565     55,700     85,502    103,161
 ------------------------- ---------- ---------- ---------- ----------
 Noninterest
  expense:
   Compensation
    and bene-
    fits (1)        50,059     53,781     51,957    103,840    105,317
   Professional
    services         9,132      8,801      6,676     17,933     15,826
   Premises and
    equipment        5,455      5,188      5,111     10,643     10,253
   Net occupancy     4,342      4,348      6,285      8,690     11,089
   Business de-
    velopment and
    travel           3,764      3,422      3,403      7,186      6,318
   Correspondent
    bank fees        1,816      1,506      1,311      3,322      2,860
   Telephone         1,345      1,152      1,423      2,497      2,856
   Data processing
    services         1,116      1,077        858      2,193      1,886
   Provision for
    (reduction of)
    unfunded credit
    commitments        800       (165)      (696)       635     (1,805)
   Impairment of
    goodwill            --         --     17,204         --     17,204
   Other             9,360      4,327      4,384     13,687      8,229
 ------------------------- ---------- ---------- ---------- ----------
 Total noninte-
  rest expense      87,189     83,437     97,916    170,626    180,033
 ------------------------- ---------- ---------- ---------- ----------
 Income before
  minority inte-
  rest in net loss
  (income) of
  consolidated
  affiliates and
  income tax
  expense           36,261     42,486     44,243     78,747    103,358
 Minority interest
  in net loss
  (income) of con-
  solidated
  affiliates         1,534      4,218     (5,825)     5,752    (16,181)
 ------------------------- ---------- ---------- ---------- ----------
 Income before
  income tax
  expense           37,795     46,704     38,418     84,499     87,177
 Income tax
  expense           16,500     18,801     15,553     35,301     35,921
 ------------------------- ---------- ---------- ---------- ----------
 Net income     $   21,295 $   27,903 $   22,865 $   49,198 $   51,256
 ========================= ========== ========== ========== ==========
 Earnings per
  common share
  -- basic      $     0.66 $     0.86 $     0.67 $     1.53 $     1.49
 Earnings per
  common share
  -- diluted    $     0.62 $     0.81 $     0.61 $     1.43 $     1.38
 Weighted average
  shares out-
  standing
   -- basic     32,053,749 32,279,892 34,318,539 32,166,820 34,367,705
 Weighted average
  shares out-
  standing
  -- diluted    34,192,459 34,582,568 37,407,765 34,347,128 37,214,590
 ---------------------------------------------------------------------



                 SVB FINANCIAL GROUP AND SUBSIDIARIES
                  INTERIM CONSOLIDATED BALANCE SHEETS
                              (Unaudited)

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

                                   June 30,     March 31,    June 30,
                                     2008         2008         2007
 -------------------------------  ----------   ----------   ----------
 Assets:
 Cash and due from banks          $  305,142   $  303,973   $  350,301
 Securities purchased under
  agreement to resell and other
  short-term investment
  securities                         325,723      372,159      655,978
 Investment securities             1,787,996    1,618,542    1,593,957
 Loans, net of unearned income     4,633,701    4,349,238    3,762,446
 Allowance for loan losses           (52,888)     (49,636)     (43,352)
 -------------------------------  ----------   ----------   ----------
 Net loans                         4,580,813    4,299,602    3,719,094
 -------------------------------  ----------   ----------   ----------
 Premises and equipment, net of
  accumulated depreciation and
  amortization                        34,787       36,725       40,028
 Goodwill                              4,092        4,092        4,092
 Accrued interest receivable and
  other assets                       271,318      262,210      241,630
 -------------------------------  ----------   ----------   ----------
 Total assets                     $7,309,871   $6,897,303   $6,605,080
 ===============================  ==========   ==========   ==========

 Liabilities, Minority Interest
  and Stockholders' Equity:
 Liabilities:
  Deposits:
   Noninterest-bearing demand     $2,919,205   $3,034,885   $3,132,430
   Negotiable order of
    withdrawal (NOW)                  48,032       71,440       31,389
   Money market                    1,131,154    1,009,226      927,995
   Time                              410,591      386,213      314,675
   Foreign sweep                     354,598      267,449           --
 -------------------------------  ----------   ----------   ----------
 Total deposits                    4,863,580    4,769,213    4,406,489
 -------------------------------  ----------   ----------   ----------
 Short-term borrowings               330,000      120,000      305,000
 Other liabilities                   163,911      167,016      169,393
 Long-term debt                      975,878      893,189      838,116
 -------------------------------  ----------   ----------   ----------
 Total liabilities                 6,333,369    5,949,418    5,718,998
 -------------------------------  ----------   ----------   ----------
 Minority interest in capital
  of consolidated affiliates         291,375      272,729      217,172

 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;
   32,252,367 shares, 31,879,622
   shares and 34,387,390 shares
   outstanding, respectively              32           32           34
  Additional paid-in capital              --           --        3,851
  Retained earnings                  698,729      678,078      690,350
  Accumulated other comprehensive
   loss                              (13,634)      (2,954)     (25,325)
 -------------------------------  ----------   ----------   ----------
 Total stockholders' equity          685,127      675,156      668,910
 -------------------------------  ----------   ----------   ----------
 Total liabilities, minority
  interest and stockholders'
  equity                          $7,309,871   $6,897,303   $6,605,080
 ===============================  ==========   ==========   ==========

 Capital Ratios:
 Total risk-based
  capital ratio                        15.09%       15.54%       17.29%
 Tier 1 risk-based
  capital ratio                        10.42        10.61        12.29
 Tier 1 leverage ratio                 10.71        11.06        12.81

 Other Period-End
  Statistics:
 Tangible common equity
  to tangible assets ratio              9.47         9.76        10.39
 Loans, net of unearned
  income-to-deposits ratio             95.27%       91.19%       85.38%
 Book value per share             $    21.24   $    21.18   $    19.45
 Full-time equivalent
  employees                            1,209        1,190        1,158




                 SVB FINANCIAL GROUP AND SUBSIDIARIES
              INTERIM AVERAGE BALANCES, RATES AND YIELDS
                              (Unaudited)

                        (Dollars in thousands)

                                      Three months ended
                    --------------------------------------------------
                          June 30, 2008            March 31, 2008
                    -----------------------  -------------------------
                              Interest                  Interest
                     Average  Income/ Yield/  Average   Income/  Yield/
                     Balance  Expense Rate    Balance   Expense  Rate
 --------------------------- -------- -----  ---------- -------- -----
 Interest-
  earning assets:
 ---------------
 Federal funds sold,
  securities pur-
  chased under
  agreement to
  resell and other
  short-term in-
  vestment
  securities (1)  $  597,673 $  3,684  2.48% $  475,112 $  4,117  3.49%
 Investment
  securities:
   Taxable         1,233,490   14,586  4.76   1,173,698   13,770  4.72
   Non-taxable (2)   102,989    1,659  6.48      89,360    1,442  6.49
 Total loans, net
  of unearned
  income           4,319,897   84,515  7.87   4,112,865   89,759  8.78
 --------------------------- -------- -----  ---------- -------- -----
 Total interest-
  earning assets   6,254,049  104,444  6.72   5,851,035  109,088  7.50
  --------------------------- -------- -----  ---------- -------- -----
 Cash and due
  from banks         249,074                    276,471
 Allowance for
  loan losses        (52,776)                   (48,276)
 Goodwill              4,092                      4,092
 Other assets (3)    703,651                    668,697
 ---------------------------                 ----------
 Total assets     $7,158,090                 $6,752,019
 =====================================================================

 Funding sources:
 ---------------
 Interest-bearing
  liabilities:
   NOW deposits   $   51,992 $     71  0.55% $   37,148 $     37  0.40%
   Regular money
    market deposits  152,707      533  1.40     136,485      425  1.25
   Bonus money
    market deposits  900,767    2,467  1.10     873,954    3,234  1.49
   Time deposits     387,981      920  0.95     343,571      766  0.90
   Foreign sweep
    deposits         322,420    1,381  1.72     144,256      807  2.25
 --------------------------- -------- -----  ---------- -------- -----
 Total interest-
  bearing deposits 1,815,867    5,372  1.19   1,535,414    5,269  1.38
  Short-term
   borrowings        205,983    1,104  2.16     234,945    1,811  3.10
  Zero-coupon con-
   vertible subor-
   dinated notes     134,158      234  0.70     149,314      239  0.64
  3.875% convertible
   senior notes      229,121    2,723  4.78          --       --    --
  Junior subordinated
   debentures         53,090      540  4.09      52,969      725  5.50
  Senior and sub-
   ordinated notes   531,086    4,874  3.69     532,376    6,854  5.18
  Other long-term
   debt              152,386    1,152  3.04     152,636    1,604  4.23
 --------------------------- -------- -----  ---------- -------- -----
 Total interest-
  bearing
  liabilities      3,121,691   15,999  2.06   2,657,654   16,502  2.50
 Portion of non-
  interest-bearing
  funding sources  3,132,358                  3,193,381
 ---------------------------                 ----------
 Total funding
  sources          6,254,049   15,999  1.03   5,851,035   16,502  1.14
 --------------------------- -------- -----  ---------- -------- -----
 Noninterest-bearing
  funding sources:
 ------------------
  Demand deposits  2,832,956                  2,899,599
  Other liabilities  243,316                    245,506
  Minority interest
   in capital of
   consolidated
   affiliates        282,285                    261,664
  Stockholders'
   equity            677,842                    687,596
  Portion used to
   fund interest-
   earning assets (3,132,358)                (3,193,381)
                  ----------                 ----------
 Total liabilities,
  minority interest
  and stockholders'
  equity          $7,158,090                 $6,752,019
                  ==========                 ==========
 Net interest
  income and
  margin                     $ 88,445  5.69%            $ 92,586  6.36%
                             ========  ====             ======== =====
 Total deposits   $4,648,823                 $4,435,013
                  ==========                 ==========
 Average stock-
  holders' equity as
  a percentage of
  average assets                       9.47%                     10.18%
                                       ====                      =====

                                      --------------------------------
                                                 June 30, 2007
                                      --------------------------------
                                                     Interest
                                       Average       Income/     Yield/
                                       Balance       Expense     Rate
                                      ----------   -----------   -----
 Interest-earning assets:
 -----------------------
 Federal funds sold, securities
  purchased under agreement to
  resell and other short-term
  investment securities (1)           $  335,248   $     4,341    5.19%
 Investment securities:
 Taxable                               1,341,339        15,782    4.72
 Non-taxable (2)                          49,410           857    6.96
 Total loans, net of unearned
  income                               3,426,687        89,051   10.42
                                      ----------   -----------   -----
 Total interest-earning assets         5,152,684       110,031    8.57
                                      ----------   -----------   -----
 Cash and due from banks                 267,797
 Allowance for loan losses               (40,136)
 Goodwill                                 21,107
 Other assets (3)                        532,535
                                      ----------
 Total assets                         $5,933,987
                                      ==========

 Funding sources:
 ----------------
 Interest-bearing liabilities:
 NOW deposits                         $   40,494   $        40    0.40%
 Regular money market deposits           167,893           507    1.21
 Bonus money market deposits             487,826         1,204    0.99
 Time deposits                           326,557           817    1.00
 Foreign sweep deposits                       --            --      --
                                      ----------   -----------   -----
 Total interest-bearing deposits       1,022,770         2,568    1.01
 Short-term borrowings                   415,093         5,561    5.37
 Zero-coupon convertible
  subordinated notes                     148,792           240    0.65
 3.875% convertible senior notes              --            --      --
 Junior subordinated debentures           51,173           874    6.85
 Senior and subordinated notes           249,608         3,845    6.18
 Other long-term debt                    152,669         2,067    5.43
                                      ----------   -----------   -----
 Total interest-bearing
  liabilities                          2,040,105        15,155    2.98
 Portion of noninterest-bearing
  funding sources                      3,112,579
                                      ----------
 Total funding sources                 5,152,684        15,155    1.18
                                      ----------   -----------   -----
 Noninterest-bearing funding
  sources:
 ---------------------------
 Demand deposits                       2,828,240
 Other liabilities                       193,279
 Minority interest in capital
  of consolidated affiliates             200,815
 Stockholders' equity                    671,548
 Portion used to fund interest-
  earning assets                      (3,112,579)
                                      ----------
 Total liabilities, minority
  interest and stockholders' equity   $5,933,987
                                      ==========
 Net interest income and margin                     $   94,876    7.39%
                                                    ==========   =====
 Total deposits                       $3,851,010
                                      ==========
 Average stockholders' equity as
  a percentage of average assets                                 11.32%
                                                                 =====
 ----------------------------
 (1)  Includes  average  interest-bearing deposits in other financial
      institutions of $99.2 million, $82.9 million and $50.9
      million for the quarters ended June 30, 2008, March 31, 2008
      and June 30, 2007, respectively.
 (2)  Interest income on non-taxable investments is presented on a
      fully tax-equivalent basis using the federal statutory
      income tax rate of 35.0 percent. The tax equivalent
      adjustments were $0.6 million, $0.5 million and $0.3 million
      for the quarters ended June 30, 2008, March 31, 2008, and
      June 30, 2007, respectively.
 (3)  Average investment securities of $373.3 million, $345.2
      million and $237.7 million for the quarters ended June 30,
      2008, March 31, 2008 and June 30, 2007, respectively, were
      classified as other assets as they were noninterest-earning
      assets. These investments primarily consisted of
      non-marketable securities.




                SVB FINANCIAL GROUP AND SUBSIDIARIES
              INTERIM AVERAGE BALANCES, RATES AND YIELDS
                              (Unaudited)

                        (Dollars in thousands)

                                Six months ended June 30,
                  ----------------------------------------------------
                             2008                       2007
                  -------------------------  -------------------------
                             Interest                   Interest
                    Average  Income/  Yield/   Average  Income/  Yield/
                    Balance  Expense  Rate     Balance  Expense  Rate
                  ---------- -------- -----  ---------- -------- -----
 Interest-earning
  assets:
 -----------------
 Federal funds sold,
  securities pur-
  chased under
  agreement to
  resell and other
  short-term
  investment
  securities (1)  $  536,392 $  7,801  2.92% $  314,526 $  8,175  5.24%
 Investment
  securities:
   Taxable         1,203,594   28,356  4.74   1,372,996   32,075  4.71
 Non-taxable (2)      96,175    3,101  6.48      51,702    1,791  6.99
 Total loans, net
  of unearned
  income           4,216,381  174,274  8.31   3,342,564  174,283 10.51
                  ---------- -------- -----  ---------- -------- -----
 Total interest-
  earning assets   6,052,542  213,532  7.09   5,081,788  216,324  8.58
                  ---------- -------- -----  ---------- -------- -----
 Cash and due from
  banks              262,773                    272,386
 Allowance for loan
  losses             (50,526)                   (41,864)
 Goodwill              4,092                     21,201
 Other assets (3)    686,174                    495,302
                  ----------                 ----------
 Total assets     $6,955,055                 $5,828,813
                  ==========                 ==========

 Funding sources:
 ----------------
 Interest-bearing
  liabilities:
   NOW deposits   $   44,570 $    108  0.49% $   38,893 $     76  0.39%
   Regular money
    market deposits  144,596      957  1.33     167,933      901  1.08
   Bonus money
    market
    deposits         887,361    5,702  1.29     501,419    2,265  0.91
   Time deposits     365,776    1,686  0.93     319,640    1,514  0.96
   Foreign sweep
    deposits         233,338    2,188  1.89          --       --    --
                  ---------- -------- -----  ---------- -------- -----
 Total interest-
  bearing deposits 1,675,641   10,641  1.28   1,027,885    4,756  0.93
   Short-term
    borrowings       220,464    2,915  2.66     481,592   12,855  5.38
   Zero-coupon con-
    vertible sub-
    ordinated notes  141,736      473  0.67     148,676      478  0.65
   3.875% convertible
    senior notes     114,560    2,723  4.78          --       --    --
   Junior subor-
    dinated
    debentures        53,030    1,265  4.80      51,165    1,710  6.74
   Senior and sub-
    ordinated
    notes            531,731   11,728  4.44     130,716    3,845  5.93
   Other long-term
    debt             152,511    2,756  3.63     152,669    4,113  5.43
                  ---------- -------- -----  ---------- -------- -----
 Total interest-
  bearing
  liabilities      2,889,673   32,501  2.26   1,992,703   27,757  2.81
 Portion of non-
  interest-
  bearing funding
  sources          3,162,869                  3,089,085
                  ---------- -------- -----  ---------- -------- -----
 Total funding
  sources          6,052,542   32,501  1.08   5,081,788   27,757  1.10
                  ---------- -------- -----  ---------- -------- -----
 Noninterest-
  bearing funding
  sources:
 -----------------
 Demand deposits   2,866,278                  2,823,128
 Other liabilities   244,411                    167,592
 Minority interest
  in capital of
  consolidated
  affiliates         271,975                    186,130
 Stockholders'
  equity             682,718                    659,260
 Portion used to
  fund interest-
  earning assets  (3,162,869)                (3,089,085)
                  ----------                 ----------
 Total liabilities,
  minority interest
  and stockholders'
  equity          $6,955,055                 $5,828,813
                  ==========
 Net interest
  income and
  margin                     $181,031  6.01%            $188,567  7.48%
                             ======== =====             ======== =====
 Total deposits   $4,541,919                 $3,851,013
                  ==========                 ==========
 Average stock-
  holders' equity
  as a percentage
  of average assets                    9.82%                     11.31%
                                      =====                      =====
 ----------------------------
 (1) Includes average interest-bearing deposits in other financial
     institutions of $91.0 million and $46.4 million for the six
     months ended June 30, 2008 and 2007, respectively.
 (2) Interest income on non-taxable investments is presented on a
     fully tax-equivalent basis using the federal statutory income tax
     rate of 35.0 percent. The tax equivalent adjustments were $1.1
     million and $0.6 million for the six months ended June 30, 2008
     and 2007, respectively.
 (3) Average investment securities of $359.3 million and $224.4
     million for the six months ended June 30, 2008 and 2007,
     respectively, were classified as other assets as they were
     noninterest-earning assets. These investments primarily consisted
     of non-marketable securities.




 Gains on Derivative Instruments, Net

                                      Three months ended
                            ------------------------------------------
                                                           % Change
                                                       ---------------
                            June 30,  Mar 31, June 30, Mar 31, June 30,
                              2008     2008     2007    2008    2007
                             ------   ------   ------   -----   -----
 Gains (losses) on                     (Dollars in thousands)
  foreign exchange
  forward contracts,
  net:
   Gains on client foreign
    exchange forward
    contracts, net (1)       $  478   $  728   $  391   (34.3)%  22.3%
   Gains (losses) on
    internal foreign
    exchange forward
    contracts, net (2)          624   (3,091)    (812) (120.2) (176.8)
                             ------   ------   ------   -----   -----
 Total gains (losses)
  on foreign exchange
  forward contracts, net      1,102   (2,363)    (421) (146.6) (361.8)

 Change in fair value of
  interest rate swap (3)        879     (493)     598  (278.3)   47.0

 Gains on covered call
  options, net (4)              377       --       --   100.0   100.0

 Equity warrant assets:
 Gains on exercise, net         676    4,516      883   (85.0)  (23.4)
 Change in fair value (5):
 Cancellations and
  expirations                  (488)    (457)    (720)    6.8   (32.2)
 Other changes in
  fair value                  1,862    1,396    4,411    33.4   (57.8)
                             ------   ------   ------   -----   -----
 Total net gains on equity
  warrant assets (6)          2,050    5,455    4,574   (62.4)  (55.2)
                             ------   ------   ------   -----   -----
 Total gains on derivative
  instruments, net           $4,408   $2,599   $4,751   69.6%    (7.2)%
                             ======   ======   ======   =====   =====

                                            Six months ended
                                     ---------------------------
                                     June 30,   June 30,    %
                                       2008       2007    Change
                                     -------    -------    -----
 Gains (losses) on foreign
  exchange forward contracts, net:
   Gains on client foreign
    exchange forward contracts,
    net (1)                          $ 1,206    $   906     33.1%
   Gains (losses) on internal
    foreign exchange forward
    contracts, net (2)                (2,467)      (435)   467.1
                                     -------    -------    -----
 Total gains (losses) on foreign
  exchange forward contracts, net     (1,261)       471   (367.7)

 Change in fair value of
  interest rate swap (3)                 386        257     50.2

 Gains on covered call
  options, net (4)                       377         --    100.0

 Equity warrant assets:
 Gains on exercise, net                5,192      3,866     34.3
 Change in fair value (5):
 Cancellations and expirations          (945)    (1,467)   (35.6)
 Other changes in fair value           3,258      3,597     (9.4)
                                     -------    -------    -----
 Total net gains on equity
  warrant assets (6)                   7,505      5,996     25.2%
                                     -------    -------    -----
 Total gains on derivative
  instruments, net                   $ 7,007    $ 6,724      4.2%
                                     =======    =======    =====
 ----------------------------
 (1) Represents the net gains for foreign exchange forward contracts
     executed on behalf of clients.
 (2) Represents the change in the fair value of foreign exchange
     forward contracts to economically reduce our foreign exchange
     exposure risk related to certain foreign currency denominated
     loans. Revaluations of foreign currency denominated loans are
     recorded on the line item "Other" as part of noninterest income,
     a component of consolidated net income.
 (3) Represents the change in the fair value hedge of the hedging
     relationship from the interest rate swap agreement related to our
     junior subordinated debentures.
 (4) Represents net gains on covered call options by one of our
     sponsored debt funds.
 (5) At June 30, 2008, we held warrants in 1,217 companies, compared
     to 1,188 companies at March 31, 2008 and 1,202 companies at June
     30, 2007.
 (6) Includes net gains on equity warrant assets held by consolidated
     investment affiliates. Relevant amounts attributable to minority
     interests are reflected in the interim consolidated statements of
     income under the caption "Minority Interest in Net Loss (Income)
     of Consolidated Affiliates."




 Minority Interest in Net Loss (Income) of Consolidated Affiliates

 (Dollars in thousands)

                       Three months ended          Six months ended
                  ----------------------------    ------------------
                  June 30,  March 31,  June 30,        June 30, 
                   2008       2008       2007      2008       2007
 --------------   -------    ------    -------    ------    --------
 Net interest
  income (1)      $  (106)   $ (257)   $  (268)   $ (363)   $   (688)
 Noninterest
  income (1)       (1,528)      975     (7,310)     (553)    (18,566)
 Noninterest
  expense (1)       2,457     2,759      3,269     5,216       5,524
 Carried
  interest (2)        711       741     (1,516)    1,452      (2,451)
                  -------    ------    -------    ------    --------
 Total minority
  interest in
  net loss
  (income) of
  consolidated
  affiliates      $ 1,534    $4,218    $(5,825)   $5,752    $(16,181)
                  =======    ======    =======    ======    ========
 ----------------------------
 (1) Represents minority interest share in net interest income,
     noninterest income, and noninterest expense of consolidated
     affiliates.
 (2) Represents the preferred allocation of income earned primarily by
     the general partners managing one of our sponsored debt funds and
     one of our managed funds of funds.




 Reconciliation of Basic and Diluted Weighted Average Shares Outstanding


 (Shares in thousands)          Three months ended    Six months ended
                             ------------------------ ----------------
                             June 30, Mar 31, June 30,    June 30,
                               2008    2008    2007     2008    2007
 ---------------------------- ------  ------  ------   ------  ------
 Weighted average
  shares outstanding-basic    32,054  32,280  34,319   32,167  34,368
 Effect of dilutive
  securities:
  Stock options                  968   1,012   1,364      984   1,344
  Restricted stock awards
   and units                      87      73      91       38      48
  Zero-coupon convertible
   subordinated notes (1)      1,083   1,218   1,575    1,158   1,455
  Warrants asssociated with
   zero-coupon convertible
   subordinated notes (2)         --      --      59       --      --
  3.875% convertible senior
   notes (2)                      --      --      --       --      --
  Warrants asssociated with
   3.875% convertible senior
   notes (2)                      --      --      --       --      --
                              ------  ------  ------   ------  ------
 Total effect of dilutive
  securities                   2,138   2,303   3,089    2,180   2,847
                              ------  ------  ------   ------  ------
 Weighted average shares
  outstanding-diluted         34,192  34,583  37,408   34,347  37,215
                              ======  ======  ======   ======  ======
 ----------------------------
 (1) The dilutive effect of our convertible subordinated notes was
     calculated using the treasury stock method based on our average
     share price and is dilutive at an average share price of
     $33.6277. The associated warrants are dilutive beginning at an
     average share price of $51.34. These notes and the associated
     warrants matured on June 15, 2008.
 (2) The dilutive effect of our convertible senior notes is calculated
     using the treasury stock method based on our average share price
     and is dilutive at an average share price of $53.04. The
     associated warrants are dilutive beginning at an average share
     price of $64.425.

 


 Credit Quality

                                       Period end balances at
                                --------------------------------------
(Dollars in thousands)           June 30,      March 31,      June 30,
                                   2008          2008           2007
 ------------------------------ ----------    ----------    ----------
 Nonperforming loans and assets:
 ------------------------------
 Nonperforming loans:
  Loans Past Due 90 Days
   or More                      $    1,151    $       --    $    1,365
  Nonaccrual Loans                   8,497         7,606        10,882
                                ----------    ----------    ----------
 Total nonperforming loans           9,648         7,606        12,247
 Other real estate owned             1,612         1,794            --
                                ----------    ----------    ----------
 Total nonperforming assets     $   11,260    $    9,400    $   12,247
                                ==========    ==========    ==========

 Nonperforming loans as a
  percentage of total gross
  loans                               0.21%         0.17%         0.32%
 Nonperforming assets as a
  percentage of total assets          0.15%         0.14%         0.19%

 Allowance for loan losses      $   52,888    $   49,636    $   43,352
  As a percentage of total
   gross loans                        1.13%         1.13%         1.14%
  As a percentage of
   nonperforming loans              548.18%       652.59%       353.98%
 Reserve for unfunded credit
  commitments (1)               $   14,081    $   13,281    $   12,848
 Total gross loans               4,666,989     4,377,498     3,787,911
 Total unfunded credit
  commitments                   $5,034,283    $4,860,671    $4,891,963
 ----------------------------
 (1) The "Reserve for Unfunded Credit Commitments" is included as a
     component of "Other Liabilities."



  Average Client Investment Funds (1)

                           Three months ended       Six months ended
                      ---------------------------   -----------------
   (Dollars in        June 30,  March 31, June 30,      June 30,
     millions)         2008      2008      2007      2008      2007
 ------------------   -------   -------   -------   -------   -------
 Client directed
  investment assets   $12,734   $12,774   $12,234   $12,754   $12,060
 Client investment
  assets under
  management            6,006     6,375     5,476     6,190     5,333
 Sweep money market
  funds                 2,649     2,746     2,330     2,698     2,361
                      -------   -------   -------   -------   -------
 Total average
  client investment
  funds               $21,389   $21,895   $20,040   $21,642   $19,754
                      =======   =======   =======   =======   =======
 ----------------------------
 (1) Client Investment Funds invested through SVB Financial Group are 
     maintained at third party financial institutions.

Average client investment funds decreased by $505.2 million to $21.4 billion for the second quarter of 2008, compared to $21.9 billion for the first quarter of 2008, primarily due to no venture-backed initial public offerings. The decrease was also attributable to client funds being directed to on-balance sheet deposit products. Period end total client investment funds were $21.9 billion at June 30, 2008, compared to $21.0 billion at March 31, 2008 and $20.4 billion at June 30, 2007.

Use of Non-GAAP Financial Measures

To supplement our unaudited condensed consolidated financial statements presented in accordance with generally accepted accounting principles in the United States ("GAAP"), we use certain non-GAAP measures (non-GAAP net income, non-GAAP noninterest income, non-GAAP net gains on investment securities, non-GAAP net gains on derivative instruments and non-GAAP noninterest expense) of financial performance. Non-GAAP financial measures are not in accordance with, or an alternative for, GAAP. Generally, a non-GAAP financial measure is a numerical measure of a company's performance that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP.

In particular, in this press release, we use certain non-GAAP measures which exclude from our GAAP net income in certain periods:



 *   Income and expense that are attributable to minority interests -
     As part of our funds management business, we recognize the entire
     income or loss from funds where we own significantly less than
     100%. We are required under GAAP to consolidate 100% of the
     results of the funds that we are deemed to control. Similarly, we
     are required under GAAP to consolidate the results of eProsper,
     of which we own 65%. The relevant amounts attributable to
     investors other than us are reflected under "Minority Interest in
     Net Loss (Income) of Consolidated Affiliates." Our net income as
     reported in that section includes only the portion of income or
     loss that is attributable to our ownership interest.

 *   Certain non-tax deductible noninterest expense related to the
     conversion settlement of certain zero-coupon convertible notes -
     We included in our GAAP net income for the second quarter of 2008
     non-tax deductible noninterest expense related to the conversion
     premium value of certain of our zero-coupon convertible notes
     that were converted prior to their maturity. In connection with
     these early conversion settlements, we exercised call options
     pursuant to our call-spread arrangement and received a
     corresponding cash payment which was reflected in stockholders'
     equity as additional paid-in capital. As a result, the
     noninterest expense reflected in net income in these periods had
     no net impact on our total stockholders' equity.

 *   Certain goodwill impairment charges - We included in our GAAP net
     income during the second quarter of 2007 a non-cash pre-tax
     charge of $17.2 million due to impairment of goodwill. The
     impairment resulted from our annual evaluation of goodwill
     associated with our investment banking subsidiary, SVB Alliant,
     and changes in our outlook at that time for the subsidiary's
     future financial performance.

We believe that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding our performance by excluding amounts attributable to minority interests, where indicated, or certain items that do not occur in every reporting period of our core business, operating results or future outlook. 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. These non-GAAP financial measures also facilitate a comparison of our performance to prior periods. However, these non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, net income, or other financial measures prepared in accordance with GAAP.In the financial table below, we have provided a reconciliation of the most comparable GAAP financial measures to the non-GAAP financial measures used in this press release.


                SVB FINANCIAL GROUP AND SUBSIDIARIES
             RECONCILIATION OF GAAP TO NON-GAAP NET INCOME
                              (Unaudited)

             (Dollars in thousands except share amounts)

                       Three months ended          Six months ended
               --------------------------------  ---------------------
                June 30,   March 31,  June 30,          June 30,
                  2008       2008       2007        2008       2007
               ---------- ---------- ----------  ---------- ----------
 Net Income    $   21,295 $   27,903 $   22,865  $   49,198 $   51,256
 Impact of loss
  from conver-
  sion of
  certain zero-
  coupon
  convertible
  subordinated
   notes (1)       3,858          --         --      3,858          --
 Impact of impair-
  ment of goodwill
  on income before
  income taxes (2)     --         --     17,204          --     17,204
 Impact of impair-
  ment of goodwill
  on income tax
  benefit (3)          --         --     (7,010)         --     (7,010)
               ---------- ---------- ----------  ---------- ----------
 Non-GAAP Net
  Income       $   25,153 $   27,903 $   33,059  $   53,056 $   61,450
               ========== ========== ==========  ========== ==========

 Weighted aver-
  age diluted
  shares out-
  standing     34,192,459 34,582,568 37,407,765  34,347,128 37,214,590
 ----------------------------
 (1) Represents the portion of the conversion payment that exceeded
     the principal amount related to a conversion of $7.8 million of
     our zero-coupon convertible subordinated notes, which we settled
     in cash in the second quarter of 2008. This non-tax deductible
     loss did not have any impact on our tax provision.
 (2) Goodwill impairment charge for SVB Alliant recognized in the
     second quarter of 2007.
 (3) Tax benefit recognized in the second quarter of 2007 from
     goodwill impairment at SVB Alliant tax rate.



                      Three months ended          Six months ended
                 ------------------------------  ---------------------
                 June 30,  March 31, June 30,           June 30,
                   2008      2008      2007         2008       2007
                 --------  --------  --------    ---------- ----------
                               (Dollars in thousands)
 Non-GAAP non-
  interest income,
  net of minority
  interest
 ----------------
 GAAP noninterest
  income         $ 43,937  $ 41,565  $ 55,700     $ 85,502    $103,161

 Less: (income)
  losses attribu-
  table to minor-
  ity interests,
  including
  carried inte-
  rest               (817)    1,716   (8,826)          899     (21,017)
                 --------  --------  --------     --------    --------
 Non-GAAP non-
  interest income,
  net of minority
  interest        $43,120   $43,281  $ 46,874     $ 86,401    $ 82,144
                  =======   =======  ========     ========    ========

 Non-GAAP net
  gains (losses)
  on investment
  securities, net
  of minority
  interest
 ----------------
 GAAP net gains
  (losses) on
  investment
  securities      $ 2,039   $(6,112) $ 13,641     $ (4,073)   $ 25,892
 Less: (income)
  losses attribu-
  table to minor-
  ity interests,
  including
  carried inte-
  rest               (452)    1,899    (8,654)       1,447     (19,476)
                  -------   -------  --------     --------    --------
 Non-GAAP net
  gains (losses)
  on investment
  securities, net
  of minority
  interest        $ 1,587   $(4,213) $  4,987     $ (2,626)   $  6,416
                  =======   =======  ========     ========    ========

 Non-GAAP net
  gains on
  derivative
  instruments,
  net of minority
  interest
 ----------------
 GAAP net gains
  on derivative
  instruments     $ 4,408   $ 2,599  $  4,751     $  7,007    $  6,724
 Less: (income)
  losses attribu-
  table to
  minority inte-
  rests              (171)       46       323         (125)       (267)
                  -------   -------  --------     --------    --------
 Non-GAAP net
  gains on
  derivative
  instruments,
  net of minority
  interest        $ 4,237   $ 2,645  $  5,074     $  6,882    $  6,457
                  =======   =======  ========     ========    ========

 Non-GAAP non-
  interest expense,
  net of minority
  interest
 -----------------
 GAAP noninte-
  rest expense    $87,189   $83,437  $ 97,916     $170,626    $180,033
 Less: amounts
  attributable to
  minority
  interests        (2,457)   (2,759)   (3,269)      (5,216)     (5,524)
 Less: loss from
  conversion of
  convertible
  subordinated
  notes            (3,858)       --        --       (3,858)         --
 Less: impact of
  impairment of
  goodwill             --        --   (17,204)          --     (17,204)
                  -------   -------  --------     --------    --------
 Non-GAAP non-
  interest expense,
  net of minority
  interest        $80,874   $80,678  $ 77,443     $161,552    $157,305
                  =======   =======  ========     ========    ========

            

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