8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2003

Silicon Valley Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Delaware	33-41102	91-1962278
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)	Identification No.)

3003 Tasman Drive, Santa Clara, CA 95054-1191

(Address of principal executive offices)  (Zip Code)

Registrant’s telephone number, including area code: (408) 654-7400

Item 7. Exhibits

(c) Exhibits

99.1  Silicon Valley Bancshares final financial results for the quarter ended June 30, 2003.

Item 9. Regulation FD Disclosure

Pursuant to Item 12, Disclosure of Results of Operations and Financial Condition, Silicon Valley Bancshares (“the Company”) is furnishing as Exhibit 99.1 a copy of the Company’s final financial results for the quarter ended June 30, 2003.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SILICON VALLEY BANCSHARES
Date:  August 12, 2003	/s/ Donal D. Delaney
	Donal D. Delaney
	Controller
	(Principal Accounting Officer)

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EX-99.1

Exhibit 99.1

3003 Tasman Drive Santa Clara, CA  95054

For release at 9:00 A.M. (EDT)	Contact:
August 12, 2003	Meghan O’Leary
	(415) 512-4263

NASDAQ: SIVB

SILICON VALLEY BANCSHARES, INC. ANNOUNCES FINAL SECOND QUARTER RESULTS

SANTA CLARA, Calif. August 12, 2003—On July 17, 2003 Silicon Valley Bancshares, Inc. (NASDAQ: SIVB), parent company of Silicon Valley Bank and Alliant Partners, announced preliminary results that excluded any impact of a Statement of Financial Accounting Standards (SFAS) No. 142 goodwill impairment test on its investment-banking subsidiary, Alliant Partners, which was in process at the time of the announcement.  This impairment test, which has now been completed, resulted in a $17.0 million pre-tax charge.  Net of tax, the charge was $11.0 million.  After reflecting the impact of this impairment charge, the company realized a net loss of $0.02 per diluted common share for the second quarter of 2003.

“Alliant’s unique value as an integral part of our business strategy remains unchanged, and its performance has met our expectations,” said Ken Wilcox, president and CEO.

“We engaged two independent firms to perform separate valuations on Alliant Partners.  One analysis resulted in no goodwill impairment, however, the second analysis indicated goodwill impairment. We chose the more conservative of the two.”

Without the SFAS No. 142 analysis and resulting charge, second quarter earnings would have been as previously reported.  Complete financial statements reflecting the impact of the impairment test are included as part of this release.  With the exception of the SFAS No. 142 charge, the financial analysis remains as previously reported in the July 17, 2003 press release.

Earnings Conference Call

On August 12, 2003, the company will host a conference call at 5:00 p.m. (EDT) to discuss this announcement.  The conference call can be accessed by dialing (877) 630-8512 and referencing the passcode “Silicon Valley Bank.”  A live Webcast can be accessed at www.svb.com.  A digitized replay of this conference call will be available beginning at approximately 7:30 p.m. (EDT), on Tuesday, August 12, 2003, through 8:00 p.m. (EDT), on Saturday, August 16, 2003, by dialing (888) 566-0514.  A replay of the Webcast will also be available on www.svb.com beginning Tuesday, August 12, 2003.

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About Silicon Valley Bancshares, Inc.

For 20 years, Silicon Valley Bancshares Inc., a financial holding company providing diversified financial services, has sustained its mission to provide innovative solutions to help entrepreneurs succeed. The company’s principal subsidiary, Silicon Valley Bank, serves emerging growth and mature companies in the technology and life sciences markets, as well as the premium wine industry.  Headquartered in Santa Clara, California, the company offers its clients financial products and services including commercial, investment, merchant and private banking, as well as value-added client services using its proprietary knowledge base.  Merger, acquisition and corporate partnering services are provided through the company’s investment banking subsidiary, Alliant Partners.  More information on the company can be found at www.svb.com.

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SILICON VALLEY BANCSHARES, INC.
CONSOLIDATED FINANCIAL HIGHLIGHTS

CONDENSED STATEMENTS OF INCOME

	For the three months ended										For the six months ended
	June 30,				March 31,			June 30,			June 30,			June 30,
(Dollars in thousands, except per share amounts)	2003				2003			2002			2003			2002
Interest Income:
Loans	$	38,134			$	37,836		$	39,652		$	75,970		$	77,977
Investment Securities:
Taxable	8,557				10,377			11,752			18,934			25,602
Non-Taxable	1,586				1,596			1,716			3,182			3,681
Federal Funds Sold and Securities
Purchased Under Agreement to Resell	1,129				830			591			1,959			836
Total Interest Income	49,406				50,639			53,711			100,045			108,096
Interest Expense
Deposits	2,389				2,451			4,162			4,840			9,060
Other Borrowings	317				210			476			527			961
Total Interest Expense	2,706				2,661			4,638			5,367			10,021
Net Interest Income	46,700				47,978			49,073			94,678			98,075
Provision for Loan Losses	1,162				3,384			(3,207		)	4,546			219
Net Interest Income After Provision for Loan Losses	45,538				44,594			52,280			90,132			97,856
Noninterest Income:
Client Investment Fees	6,034				6,332			7,774			12,366			16,412
Corporate Finance Fees	4,641				4,144			4,424			8,785			7,386
Letter of Credit and Foreign
Exchange Income	3,128				3,503			3,575			6,631			7,352
Deposit Service Charges	3,245				2,876			2,294			6,121			4,530
Disposition of Client Warrants	1,051				1,962			681			3,013			807
Credit Card Fees	988				1,046			239			2,034			348
Investment Losses	(3,839			)	(4,705		)	(2,001		)	(8,544		)	(4,598		)
Other	2,257				2,288			1,868			4,545			3,518
Total Noninterest Income	17,505				17,446			18,854			34,951			35,755
Noninterest Expense:
Compensation and Benefits	29,272				31,432			28,821			60,704			53,749
Impairment of goodwill	17,000				—			—			17,000			—
Net Occupancy	4,103				4,402			6,433			8,505			10,951
Professional Services	3,985				3,439			4,367			7,424			7,403
Furniture and Equipment	2,710				2,194			1,571			4,904			3,667
Business Development and Travel	2,296				1,616			1,933			3,912			4,056
Data Processing Services	1,392				1,091			918			2,483			1,783
Correspondent Bank Fees	1,094				1,040			608			2,134			1,315
Telephone	857				778			701			1,635			1,602
Tax Credit Fund Amortization	716				715			836			1,431			1,286
Postage and Supplies	632				584			792			1,216			1,575
Trust Preferred Securities Distributions	313				281			746			594			1,571
Other	2,833				2,536			1,292			5,369			3,378
Total Noninterest Expense	67,203				50,108			49,018			117,311			92,336
Minority Interest	2,765				3,479			1,397			6,244			3,237
(Loss) Income Before Income Taxes	(1,395			)	15,411			23,513			14,016			44,512
Income Tax (Benefit) Expense	(819			)	4,993			8,528			4,174			16,167
Net (Loss) Income	$	(576		)	$	10,418		$	14,985		$	9,842		$	28,345
Net (Loss) Income per Common Share – Basic	$		(0.02	)	$	0.27		$	0.33		$	0.26		$	0.63
Net (Loss) Income per Common Share – Diluted	$		(0.02	)	$	0.26		$	0.32		$	0.25		$	0.61
Return on Average Assets	(0.1			%)	1.1		%	1.6		%	0.5		%	1.5		%
Return on Average Equity	(0.4			%)	7.3		%	9.3		%	3.6		%	8.9		%
Efficiency Ratio (1)	72.9			%	71.4		%	68.8		%	72.1		%	65.4		%
Weighted Average Shares Outstanding	36,735,072				39,092,153			45,389,348			37,909,333			45,283,034
Weighted Average Diluted Shares Outstanding	37,814,221				39,782,783			46,974,731			38,816,807			46,772,329

(1) Excludes impairment of goodwill

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CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

	For the three months ended									For the six months ended
	June 30,			March 31			June 30,			June 30,			June 30,
(Dollars in thousands)	2003			2003			2002			2003			2002
Net (Loss) Income	$	(576	)	$	10,418		$	14,985		$	9,842		$	28,345
Other Comprehensive Income (Loss), Net of Tax:
Change in Unrealized Gains (Losses) on Available-For-Sale Investments:
Unrealized Holding Gains (Losses)	1,218			(1,378		)	5,546			(162		)	2,714
Reclassification Adjustment for Gains Included in Net Income	(703		)	(1,326		)	(434		)	(2,027		)	(514		)
Other Comprehensive Income (Loss)	515			(2,704		)	5,112			(2,189		)	2,200
Comprehensive (Loss) Income	$	(61	)	$	7,714		$	20,097		$	7,653		$	30,545

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CONDENSED BALANCE SHEETS

	June 30,			March 31,			June 30,
(Dollars in thousands, except par value and per share amounts)	2003			2003			2002
Assets:
Cash and Due from Banks	$	238,202		$	145,805		$	231,247
Federal Funds Sold and Securities Purchased Under Agreement to Resell	305,609			353,182			154,869
Investment Securities	1,663,920			1,291,551			1,460,659
Loans:
Gross Loans	1,977,433			2,083,024			1,880,860
Unearned Income on Loans	(12,633		)	(12,961		)	(11,983		)
Loans, Net of Unearned Income	1,964,800			2,070,063			1,868,877
Allowance for Loan Losses	(69,500		)	(70,000		)	(76,000		)
Net Loans	1,895,300			2,000,063			1,792,877
Premises and Equipment	15,585			16,223			20,495
Goodwill	83,548			100,567			98,638
Accrued Interest Receivable and Other Assets	92,426			80,697			72,985
Total Assets	$	4,294,590		$	3,988,088		$	3,831,770
Liabilities, Minority Interest and Stockholders’ Equity:
Liabilities:
Deposits:
Noninterest-Bearing Demand	$	1,893,707		$	1,769,916		$	1,533,009
NOW	55,164			38,854			50,683
Money Market	1,029,987			892,138			792,089
Time	509,526			550,186			617,398
Total Deposits	3,488,384			3,251,094			2,993,179
Short-term Borrowings	9,264			9,196			41,734
Other Liabilities	115,551			61,020			42,573
Long-term Debt	163,057			17,538			26,105
Total Liabilities	3,776,256			3,338,848			3,103,591
Company Obligated Mandatorily Redeemable Trust Preferred Securities of Subsidiary Trust Holding Solely Junior Subordinated Debentures (Trust Preferred Securities)	38,718			39,247			38,780
Minority Interest	47,481			43,857			30,556
Stockholders’ Equity:
Common Stock, $0.001 Par Value	34			39			46
Additional Paid-In Capital	1,758			69,649			196,387
Retained Earnings	419,999			487,028			451,597
Unearned Compensation	(1,839		)	(2,248		)	(1,062		)
Accumulated Other Comprehensive Income:
Net Unrealized Gains on Available-for-Sale Investments	12,183			11,668			11,875
Total Stockholders’ Equity	432,135			566,136			658,843
Total Liabilities, Minority Interest and Stockholders’ Equity	$	4,294,590		$	3,988,088		$	3,831,770
Capital Ratios:
Total Risk-Based Capital Ratio	14.4		%	15.2		%	18.9		%
Tier 1 Risk-Based Capital Ratio	9.9		%	13.9		%	17.6		%
Tier 1 Leverage Ratio	9.8		%	13.1		%	15.7		%
Average Stockholders’ Equity as a Percentage of Average Assets (1)	13.2		%	14.8		%	16.9		%
Other Period End Statistics:
Book Value per Share	$	12.53		$	14.56		$	14.43
Full-Time Equivalent Employees	980			985			997
Common Stock Outstanding	34,490,249			38,874,487			45,654,069

 (1) Represents quarterly average balances for each respective period.

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AVERAGE BALANCES, RATES AND YIELDS

	For the three months ended June 30,
	2003							2002
						Average							Average
	Average					Yield/		Average					Yield/
(Dollars in thousands)	Balance			Interest		Rate		Balance			Interest		Rate
Interest-Earning Assets:
Federal Funds Sold and Securities Purchased Under Agreement to Resell (1)	$	345,163		$	1,129	1.3	%	$	122,718		$	591	1.9	%
Investment Securities:
Taxable	1,151,524			8,557		3.0		1,438,209			11,752		3.3
Non-taxable (2)	143,506			2,440		6.8		172,165			2,640		6.2
Loans:
Commercial	1,528,983			34,557		9.1		1,477,767			35,983		9.8
Real Estate Construction and Term	104,887			1,520		5.8		104,657			1,931		7.4
Consumer and Other	190,664			2,057		4.3		142,890			1,738		4.9
Total Loans	1,824,534			38,134		8.4		1,725,314			39,652		9.2
Total Interest-Earning Assets	3,464,727			50,260		5.8		3,458,406			54,635		6.3
Cash and Due From Banks	193,709							185,545
Allowance for Loan Losses	(72,436		)					(73,641		)
Goodwill	100,386							97,365
Other Asets	203,991							185,860
Total Assets	$	3,890 377						$	3,853,535
Funding Sources:
Interest-Bearing Liabilities:
NOW Deposits	$	26,897		31		0.5		$	40,836		60		0.6
Regular Money Market Deposits	277,872			424		0.6		289,130			713		1.0
Bonus Money Market Deposits	634,365			946		0.6		611,219			1,528		1.0
Time Deposits	522,807			989		0.8		608,726			1,861		1.2
Short-term Borrowings	9,450			69		2.9		41,570			266		2.6
Long-term Debt	84,716			247		1.2		25,975			210		3.2
Total Interest-bearing Liabilities	1,556,107			2,706		0.7		1,617,456			4,638		1.2
Portion of Noninterest-bearing Funding Sources	1,908,620							1,840,950
Total Funding Sources	3,464,727			2,706		0.3		3,458,406			4,638		0.5
Noninterest-Bearing Funding Sources:
Demand Deposits	1,675,387							1,480,929
Other Liabilities	74,569							39,305
Trust Preferred Securities (3)	38,708							38,657
Minority Interest	31,821							27,821
Stockholders’ Equity	513,785							649,367
Portion Used to Fund Interest-earning Assets	(1,908,620		)					(1,840,950		)
Total Liabilities, Minority Interest and Stockholders’ Equity	$	3,890,377						$	3,853,535
Net Interest Income and Margin				$	47,554	5.5	%				$	49,997	5.8	%
Total Deposits	$	3,137,328						$	3,030,840

(1)	Includes average interest-bearing deposits in other financial institutions of $1,824 and $0 for the three months ended June 30, 2003 and 2002, respectively.
(2)	Interest income on non-taxable investments is presented on a fully taxable-equivalent basis using the federal statutory rate of 35% in 2003 and 2002.  The tax equivalent adjustments were $854 and $924 for the three months ended June 30, 2003 and 2002, respectively.
(3)	The 8.25% annual distribution to SVB Capital I, which is a special-purpose trust formed for the purpose of issuing the trust preferred securities, is recorded as a component of noninterest expense.

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CREDIT QUALITY

	June 30,			March 31,			June 30,
(Dollars in thousands)	2003			2003			2002
Nonperforming Assets:
Loans Past Due 90 days or More	$	—		$	—		$	281
Nonaccrual Loans	16,674			19,124			19,167
Total Nonperforming Assets	$	16,674		$	19,124		$	19,448
Nonperforming Loans as a Percentage of Total Gross Loans	0.8		%	0.9		%	1.0		%
Nonperforming Assets as a Percentage of Total Assets	0.4		%	0.5		%	0.5		%
Allowance for Loan Losses	$	69,500		$	70,000		$	76,000
As a Percentage of Total Gross Loans	3.5		%	3.4		%	4.0		%
As a Percentage of Nonaccrual Loans	416.8		%	366.0		%	396.5		%
As a Percentage of Nonperforming Loans	416.8		%	366.0		%	390.8		%

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