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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q

(Mark One)  

ý

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

For the quarterly period ended May 31, 2003

OR

o

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

For the transition period from                             to                              

Commission file number 1-9466


Lehman Brothers Holdings Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation
or organization)
  13-3216325
(I.R.S. Employer Identification No.)

745 Seventh Avenue
New York, New York
(Address of principal executive offices)

 


10019
(Zip Code)

(212) 526-7000
(Registrant's telephone number, including area code)

        Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý    No o

        As of June 30, 2003, 241,910,856 shares of the Registrant's Common Stock, par value $0.10 per share, were outstanding.





LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES

FORM 10-Q

FOR THE QUARTER ENDED MAY 31, 2003

CONTENTS

 
   
   
   
  Page
Number

Available Information   3

Part I.

 

FINANCIAL INFORMATION

 

 

 

 

Item 1.

 

Financial Statements—(unaudited)

 

 

 

 

 

 

 

 

Consolidated Statement of Income—
Three and Six Months Ended
May 31, 2003 and May 31, 2002

 

4

 

 

 

 

 

 

Consolidated Statement of Financial Condition—
May 31, 2003 and November 30, 2002

 

6

 

 

 

 

 

 

Consolidated Statement of Cash Flows —
Six Months Ended
May 31, 2003 and May 31, 2002

 

8

 

 

 

 

 

 

Notes to Consolidated Financial Statements

 

9

 

 

Item 2.

 

Management's Discussion and Analysis of
Financial Condition and Results of Operations

 

24

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

52

 

 

Item 4.

 

Controls and Procedures

 

52

Part II.

 

OTHER INFORMATION

 

 

 

 

Item 1.

 

Legal Proceedings

 

53

 

 

Item 6.

 

Exhibits and Reports on Form 8-K

 

57

Signature

 

59

Certifications

 

60

Exhibit Index

 

62

Exhibits

 

 

[THIS PAGE INTENTIONALLY LEFT BLANK]

2



AVAILABLE INFORMATION

        Lehman Brothers Holdings Inc. ("Holdings") files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission ("SEC"). You may read and copy any document Holdings files with the SEC at the SEC's Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains annual, quarterly and current reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Holdings' electronic SEC filings are available to the public at http://www.sec.gov.

        Holdings' public internet site is http://www.lehman.com. Holdings makes available free of charge through its internet site, via a link to the SEC's internet site at http://www.sec.gov, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after it electronically files such material with, or furnishes it to, the SEC.

        In addition, Holdings currently makes available on http://www.lehman.com its most recent annual report on Form 10-K, its quarterly reports on Form 10-Q for the current fiscal year, its most recent proxy statement and its most recent annual report to shareholders, although in some cases these documents are not available on that site as soon as they are available on the SEC's site. You will need to have on your computer the Adobe® Acrobat® Reader® software to view these documents, which are in the.PDF format. If you do not have Adobe Acrobat, a link to Adobe Systems Incorporated's internet site, from which you can download the software, is provided.

3



LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
PART I—FINANCIAL INFORMATION

ITEM 1    Financial Statements


LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
CONSOLIDATED STATEMENT of INCOME
(Unaudited)
(In millions, except per share data)

 
  Three months ended
 
  May 31
2003

  May 31
2002

Revenues            
  Principal transactions   $ 1,275   $ 627
  Investment banking     432     465
  Commissions     299     332
  Interest and dividends     2,445     2,910
  Other     19     13
   
 
    Total revenues     4,470     4,347
  Interest expense     2,179     2,684
   
 
    Net revenues     2,291     1,663
   
 
Non-interest expenses            
  Compensation and benefits     1,168     848
  Technology and communications     147     142
  Brokerage and clearance fees     90     76
  Occupancy     73     71
  Professional fees     41     34
  Business development     37     40
  Other     30     16
  Real estate reconfiguration     77    
   
 
    Total non-interest expenses     1,663     1,227
   
 
Income before taxes and dividends on trust securities     628     436
  Provision for income taxes     173     126
  Dividends on trust securities     18     14
   
 
Net income   $ 437   $ 296
   
 
Net income applicable to common stock   $ 426   $ 285
   
 

Earnings per common share

 

 

 

 

 

 
  Basic   $ 1.76   $ 1.16
   
 
  Diluted   $ 1.67   $ 1.08
   
 

See notes to consolidated financial statements.

4



LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
CONSOLIDATED STATEMENT of INCOME
(Unaudited)
(In millions, except per share data)

 
  Six months ended
 
  May 31 2003
  May 31 2002
Revenues            
  Principal transactions   $ 2,043   $ 1,196
  Investment banking     803     935
  Commissions     561     621
  Interest and dividends     5,132     5,796
  Other     31     25
   
 
    Total revenues     8,570     8,573
  Interest expense     4,568     5,304
   
 
    Net revenues     4,002     3,269
   
 
Non-interest expenses            
  Compensation and benefits     2,041     1,667
  Technology and communications     290     264
  Brokerage and clearance fees     176     151
  Occupancy     155     140
  Professional fees     70     54
  Business development     69     74
  Other     59     43
  Real estate reconfiguration     77    
   
 
    Total non-interest expenses     2,937     2,393
   
 
Income before taxes and dividends on trust securities     1,065     876
  Provision for income taxes     295     254
  Dividends on trust securities     32     28
   
 
Net income   $ 738   $ 594
   
 
Net income applicable to common stock   $ 716   $ 547
   
 

Earnings per common share

 

 

 

 

 

 
  Basic   $ 2.96   $ 2.23
   
 
  Diluted   $ 2.81   $ 2.07
   
 

See notes to consolidated financial statements.

5



LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
CONSOLIDATED STATEMENT of FINANCIAL CONDITION
(Unaudited)
(In millions)

 
  May 31
2003

  November 30
2002

ASSETS            

Cash and cash equivalents

 

$

4,998

 

$

3,699

Cash and securities segregated and on deposit for regulatory and other purposes

 

 

3,692

 

 

2,803

Securities and other financial instruments owned (includes $30,564 at May 31, 2003 and $22,211 at November 30, 2002 pledged as collateral)

 

 

131,091

 

 

119,278

Collateralized agreements:

 

 

 

 

 

 
  Securities purchased under agreements to resell     112,824     94,341
  Securities borrowed     23,702     20,497

Receivables:

 

 

 

 

 

 
  Brokers, dealers and clearing organizations     6,994     3,775
  Customers     11,554     8,279
  Others     1,601     1,910

Property, equipment and leasehold improvements (net of accumulated depreciation and amortization of $773 in 2003 and $590 in 2002)

 

 

2,190

 

 

2,075

Other assets

 

 

3,529

 

 

3,466

Excess of cost over fair value of net assets acquired (net of accumulated amortization of $158 in 2003 and $155 in 2002)

 

 

235

 

 

213
   
 
  Total assets   $ 302,410   $ 260,336
   
 

See notes to consolidated financial statements.

6


 
   
   
 
LIABILITIES AND STOCKHOLDERS' EQUITY              

Commercial paper and short-term debt

 

$

2,499

 

$

2,369

 

Securities and other financial instruments sold but not yet purchased

 

 

74,104

 

 

69,034

 

Collateralized financing:

 

 

 

 

 

 

 
  Securities sold under agreements to repurchase     112,458     94,725  
  Securities loaned     10,257     8,137  
  Other secured borrowings     8,134     11,844  
Payables:              
  Brokers, dealers and clearing organizations     6,340     1,787  
  Customers     27,508     17,477  
Accrued liabilities and other payables     6,935     6,633  
Long-term debt:              
  Senior notes     41,225     36,283  
  Subordinated indebtedness     2,305     2,395  
   
 
 
    Total liabilities     291,765     250,684  
   
 
 
Commitments and contingencies              

Trust issued securities subject to mandatory redemption

 

 

1,010

 

 

710

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

Preferred stock

 

 

700

 

 

700

 
Common stock, $0.10 par value; Shares authorized: 600,000,000 in 2003 and 2002; Shares issued: 260,633,589 in 2003 and 258,791,416 in 2002; Shares outstanding: 242,422,322 in 2003 and 231,131,043 in 2002     26     25  
Additional paid-in capital     3,412     3,628  
Accumulated other comprehensive income (net of tax)     (2 )   (13 )
Retained earnings     6,262     5,608  
Other stockholders' equity, net     607     949  
Common stock in treasury, at cost: 18,211,267 shares in 2003 and 27,660,373 shares in 2002     (1,370 )   (1,955 )
   
 
 
    Total stockholders' equity     9,635     8,942  
   
 
 
    Total liabilities and stockholders' equity   $ 302,410   $ 260,336  
   
 
 

See notes to consolidated financial statements.

7



LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
CONSOLIDATED STATEMENT of CASH FLOWS
(Unaudited)
(In millions)

 
  Six Months Ended
 
 
  May 31
2003

  May 31
2002

 
CASH FLOWS FROM OPERATING ACTIVITIES              
Net income   $ 738   $ 594  
Adjustments to reconcile net income to net cash provided by (used in) operating activities:              
  Depreciation and amortization     153     119  
  Tax benefit from issuance of stock-based awards     147     96  
  Amortization of deferred stock compensation     238     256  
  Real estate reconfiguration charge     77      
  Other adjustments     (8 )   26  
Net change in:              
  Cash and securities segregated and on deposit     (889 )   1,353  
  Securities and other financial instruments owned     (9,941 )   (6,280 )
  Securities borrowed     (3,205 )   (10,615 )
  Other secured borrowings     (3,710 )   (694 )
  Receivables from brokers, dealers and clearing organizations     (3,219 )   1,758  
  Receivables from customers     (3,275 )   4,755  
  Securities and other financial instruments sold but not yet purchased     5,070     12,844  
  Securities loaned     2,120     (1,048 )
  Payables to brokers, dealers and clearing organizations     4,553     (543 )
  Payables to customers     10,031     187  
  Accrued liabilities and other payables     280     (526 )
  Other operating assets and liabilities, net     167     (222 )
   
 
 
    Net cash provided by (used in) operating activities     (673 )   2,060  
   
 
 
CASH FLOWS FROM FINANCING ACTIVITIES              
Proceeds from issuance of senior notes     8,019     3,133  
Principal payments of senior notes     (4,880 )   (4,706 )
Proceeds from issuance of subordinated indebtedness     132      
Principal payments of subordinated indebtedness     (282 )   (267 )
Proceeds from the issuance of trust issued securities     300      
Net payments for commercial paper and short-term debt     130     (1,410 )
Resale agreements net of repurchase agreements     (750 )   1,627  
Payments for treasury stock purchases     (548 )   (536 )
Issuance of treasury stock     154     111  
Dividends paid or accrued     (80 )   (91 )
Issuances of common stock     38     30  
   
 
 
    Net cash provided by (used in) financing activities     2,233     (2,109 )
   
 
 
CASH FLOWS FROM INVESTING ACTIVITIES              
Purchase of property, equipment and leasehold improvements, net     (235 )   (311 )
Acquisition, net of cash acquired     (26 )   (31 )
   
 
 
    Net cash used in investing activities     (261 )   (342 )
   
 
 
    Net change in cash and cash equivalents     1,299     (391 )
   
 
 
Cash and cash equivalents, beginning of period     3,699     2,561  
   
 
 
    Cash and cash equivalents, end of period   $ 4,998   $ 2,170  
   
 
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION (in millions)
Interest paid totaled $4,563 and $5,367 for the six months ended May 31, 2003 and May 31, 2002, respectively.
Income taxes paid totaled $357 and $199 for the six months ended May 31, 2003 and May 31, 2002, respectively.
       

See notes to consolidated financial statements.

8



LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS

1.     Basis of Presentation:

        The consolidated financial statements include the accounts of Lehman Brothers Holdings Inc. ("Holdings") and subsidiaries (collectively, the "Company" or "Lehman Brothers"). Lehman Brothers is one of the leading global investment banks serving institutional, corporate, government and high-net-worth individual clients and customers. The Company's worldwide headquarters in New York and regional headquarters in London and Tokyo are complemented by offices in additional locations in North America, Europe, the Middle East, Latin America and the Asia Pacific Region. The Company is engaged primarily in providing financial services. The principal U.S. subsidiary of Holdings is Lehman Brothers Inc. ("LBI"), a registered broker-dealer. All material intercompany accounts and transactions have been eliminated in consolidation. The Company's financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC") with respect to Form 10-Q and reflect all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. Pursuant to such rules and regulations, certain footnote disclosures which are normally required under generally accepted accounting principles have been omitted. These consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and the notes thereto (the "2002 Consolidated Financial Statements") incorporated by reference in Holdings' Annual Report on Form 10-K for the twelve months ended November 30, 2002 (the "Form 10-K"). The Consolidated Statement of Financial Condition at November 30, 2002 was derived from the audited financial statements.

        The nature of the Company's business is such that the results of any interim period may vary significantly from quarter to quarter and may not be indicative of the results to be expected for the fiscal year. Certain prior period amounts reflect reclassifications to conform to the current period's presentation.

2.     Real Estate Reconfiguration Charge:

        The Company's second quarter of 2003 results include a $77 million pre-tax real estate charge ($45 million after-tax). This charge represents an adjustment of the real estate charge taken in the fourth quarter of 2002 and reflects the further deterioration in the sublease market for properties in New York and London since the fourth quarter of 2002.

3.     Long-Term Debt:

        During the six months ended May 31, 2003, the Company issued $8,151 million of long-term debt of which $8,019 million were senior notes and $132 million were subordinated notes. These issuances were primarily utilized to refinance current maturities of long-term debt in 2003 and to increase total capital (stockholders' equity, long-term debt and trust issued securities subject to mandatory redemption). The Company believes that total capital is a useful measurement of the Company's financial strength.

        The Company had $5,162 million of long-term debt ($4,880 million of senior notes and $282 million of subordinated notes) mature during the six months ended May 31, 2003. Long-term debt at May 31, 2003 scheduled to mature within one year totaled $6,693 million.

4.     Capital Requirements:

        The Company operates globally through a network of subsidiaries, with several subject to regulatory requirements. In the United States, LBI, as a registered broker-dealer, is subject to SEC Rule 15c3-1, the

9


Net Capital Rule, which requires LBI to maintain net capital of not less than the greater of 2% of aggregate debit items arising from customer transactions, as defined, or 4% of funds required to be segregated for customers' regulated commodity accounts, as defined. At May 31, 2003, LBI's regulatory net capital, as defined, of $1,675 million exceeded the minimum requirement by $1,432 million.

        Lehman Brothers International (Europe) ("LBIE"), a United Kingdom registered broker-dealer and subsidiary of Holdings, is subject to the capital requirements of the Financial Services Authority ("FSA") of the United Kingdom. Financial resources, as defined, must exceed the total financial resources requirement of the FSA. At May 31, 2003, LBIE's financial resources of approximately $2,827 million exceeded the minimum requirement by approximately $874 million. Lehman Brothers Japan Inc.'s Tokyo branch, a regulated broker-dealer, is subject to the capital requirements of the Financial Services Agency and at May 31, 2003, had net capital of approximately $429 million which was approximately $170 million in excess of the specified levels required. Lehman Brothers Bank, FSB (the "Bank"), the Company's thrift subsidiary, is regulated by the Office of Thrift Supervision ("OTS"). The Bank exceeds all regulatory capital requirements and is considered well capitalized by the OTS. Certain other non-U.S. subsidiaries are subject to various securities, commodities and banking regulations and capital adequacy requirements promulgated by the regulatory and exchange authorities of the countries in which they operate. At May 31, 2003, these other subsidiaries were in compliance with their applicable local capital adequacy requirements. In addition, the Company's "AAA" rated derivatives subsidiaries, Lehman Brothers Financial Products Inc. ("LBFP") and Lehman Brothers Derivative Products Inc. ("LBDP"), have established certain capital and operating restrictions which are reviewed by various rating agencies. At May 31, 2003, LBFP and LBDP each had capital which exceeded the requirements of the rating agencies.

        The regulatory rules referred to above, and certain covenants contained in various debt agreements, may restrict Holdings' ability to withdraw capital from its regulated subsidiaries, which in turn could limit its ability to pay dividends to shareholders.

5.     Derivative Financial Instruments:

        In the normal course of business, the Company enters into derivative transactions both in a trading capacity and as an end-user. The Company's derivative activities (both trading and end-user) are recorded at fair value on the Consolidated Statement of Financial Condition. As an end user, the Company utilizes derivatives to modify the market risk exposures of certain assets and liabilities. In this regard, the Company primarily enters into fair value hedges utilizing interest rate swaps to convert a substantial portion of the Company's fixed rate long-term debt and certain term fixed rate secured financing activities to a floating interest rate. The ineffective portion of the fair value hedges was included in Interest expense on the Consolidated Statement of Income and was immaterial for the three and six months ended May 31, 2003 and 2002.

        Market or fair value is generally determined by either quoted market prices (for exchange-traded futures and options) or pricing models (for swaps, forwards and options). Pricing models utilize a series of market inputs to determine the present value of future cash flows, with adjustments, as required for credit risk and liquidity risk. Further valuation adjustments may be recorded, as deemed appropriate, for new or complex products or for positions with significant concentrations. These adjustments are integral components of the mark-to-market process. Credit-related valuation adjustments represent estimates of expected losses which incorporate business and economic conditions, historical experience, concentrations, and the character, quality and performance of credit sensitive financial instruments.

10


        Unrealized gains and losses on derivative contracts are recorded on a net basis on the Consolidated Statement of Financial Condition for those transactions with counterparties executed under a legally enforceable master netting agreement and are netted across products when such provisions are stated in the master netting agreement. Listed in the following table is the fair value of the Company's trading-related derivative activities. Assets and liabilities represent net unrealized gains (amounts receivable from counterparties) and net unrealized losses (amounts payable to counterparties), respectively.

 
  Fair Value*
May 31, 2003

  Fair Value*
November 30, 2002

(in millions)

  Assets
  Liabilities
  Assets
  Liabilities
Interest rate, currency and credit default swaps and options (including caps, collars and floors)   $ 13,054   $ 8,695   $ 9,046   $ 7,087
Foreign exchange forward contracts and options     2,120     2,064     814     1,157
Other fixed income securities contracts (including futures contracts, options and TBAs)     1,565     860     602     215
Equity contracts (including equity swaps, warrants and options)     3,265     1,821     3,400     1,667
   
 
 
 
  Total   $ 20,004   $ 13,440   $ 13,862   $ 10,126
   
 
 
 

*
Amounts represent carrying value (exclusive of collateral) and do not include receivables or payables related to exchange-traded futures contracts.

        Assets included in the table above represent the Company's net receivable/payable for derivative financial instruments before consideration of collateral. Included within the $20,004 million fair value of assets at May 31, 2003 was $19,196 million related to swaps and other over-the-counter ("OTC") contracts and $808 million related to exchange-traded option and warrant contracts. Included within the $13,862 million fair value of assets at November 30, 2002 was $12,846 million related to swaps and other OTC contracts and $1,016 million related to exchange-traded option and warrant contracts.

        With respect to OTC contracts, including swaps, the Company views its net credit exposure to be $11,959 million at May 31, 2003, representing the fair value of the Company's OTC contracts in an unrealized gain position, after consideration of collateral. Presented below is an analysis of the Company's net credit exposure at May 31, 2003 for OTC contracts based upon actual ratings made by external rating agencies or by equivalent ratings established and utilized by the Company's Credit Risk Management Department.

Counterparty
Risk Rating

  S&P/Moody's
Equivalent

  Net Credit
Exposure

1   AAA/Aaa   15%
2   AA-/Aa3 or higher   28%
3   A-/A3 or higher   35%
4   BBB-/Baa3 or higher   17%
5   BB-/Ba3 or higher   4%
6   B+/B1 or lower   1%

11


        The Company's net credit exposure from OTC contracts, by maturity, is set forth below:

Counterparty
Risk Rating

  Less
Than
1 Year

  1-5
Years

  5-10
Years

  Greater
than
10 Years

  Total
 
1   4 % 3 % 4 % 4 % 15 %
2   8 % 5 % 7 % 8 % 28 %
3   12 % 8 % 6 % 9 % 35 %
4   6 % 4 % 2 % 5 % 17 %
5   1 % 1 % 1 % 1 % 4 %
6   1 %       1 %
   
 
 
 
 
 
Total   32 % 21 % 20 % 27 % 100 %
   
 
 
 
 
 

        The Company is also subject to credit risk related to its exchange-traded derivative contracts. Exchange-traded contracts, including futures and certain options, are transacted directly on the exchange. To protect against the potential for a default, all exchange clearinghouses impose net capital requirements for their membership. Additionally, exchange clearinghouses require counterparties to futures contracts to post margin upon the origination of the contracts and for any changes in the market value of the contracts on a daily basis (certain foreign exchanges provide for settlement within three days). Therefore, the potential for credit losses from exchange-traded products is limited.

        For a further discussion of the Company's derivative related activities, refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations—Off-Balance Sheet Arrangements—Derivatives" and the Notes 1 and 15 to the 2002 Consolidated Financial Statements, incorporated by reference in the Form 10-K.

6.     Securitizations:

        The Company is a market leader in mortgage- and asset-backed securitizations and other structured financing arrangements. In connection with these activities, the Company utilizes special purpose entities principally for (but not limited to) the securitization of commercial