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LEHMAN BROTHERS HOLDINGS INC. TABLE OF CONTENTS



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 February 29, 2004

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 March 31, 2004, 276,902,199 shares of the Registrant's Common Stock, par value $0.10 per share, were outstanding.





LEHMAN BROTHERS HOLDINGS INC.

FORM 10-Q

FOR THE QUARTER ENDED FEBRUARY 29, 2004

CONTENTS

 
   
   
Available Information

Part I.

 

FINANCIAL INFORMATION

 

 

Item 1.

 

Financial Statements—(unaudited)

 

 

 

 

    Consolidated Statement of Income—Quarter ended February 29, 2004
    and February 28, 2003

 

 

 

 

    Consolidated Statement of Financial Condition—February 29, 2004
    and November 30, 2003

 

 

 

 

    Consolidated Statement of Cash Flows—Quarter ended February 29, 2004
    and February 28, 2003

 

 

 

 

    Notes to Consolidated Financial Statements

 

 

Item 2.

 

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

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

 

Item 4.

 

Controls and Procedures

Part II.

 

OTHER INFORMATION

 

 

Item 1.

 

Legal Proceedings

 

 

Item 4.

 

Submission of Matters to a Vote of Security Holders

 

 

Item 6.

 

Exhibits and Reports on Form 8-K

Signature

Exhibit Index

Exhibits


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 (the "Exchange Act"), as soon as reasonably practicable after it electronically files such material with, or furnishes it to, the SEC. Holdings also makes available through its internet site, via a link to the SEC's internet site, statements of beneficial ownership of Holdings' equity securities filed by its directors, officers, 10% or greater shareholders and others under Section 16 of the Exchange Act.

        In addition, Holdings 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 stockholders, 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.

2



LEHMAN BROTHERS HOLDINGS INC.
PART I—FINANCIAL INFORMATION

ITEM 1. Financial Statements


LEHMAN BROTHERS HOLDINGS INC.
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)

In millions, except per share data
Quarter ended
February 29 and February 28,

  2004
  2003
Revenues            
Principal transactions   $ 1,739   $ 768
Investment banking     508     366
Commissions     390     262
Interest and dividends     2,304     2,687
Asset management and other     184     17
   
 
  Total revenues     5,125     4,100
Interest expense     1,981     2,389
   
 
  Net revenues     3,144     1,711
   
 

Non-Interest Expenses

 

 

 

 

 

 
Compensation and benefits     1,566     873
Technology and communications     170     143
Brokerage and clearance fees     107     86
Occupancy     102     82
Professional fees     47     29
Business development     44     32
Other     57     29
Real estate related charge     19    
   
 
  Total non-interest expenses     2,112     1,274
   
 
Income before taxes and dividends on trust preferred securities     1,032     437
  Provision for income taxes     338     122
  Dividends on trust preferred securities     24     14
   
 
Net income   $ 670   $ 301
   
 
Net income applicable to common stock   $ 653   $ 290
   
 
Earnings per common share            
  Basic   $ 2.37   $ 1.20
  Diluted   $ 2.21   $ 1.15
   
 

See Notes to Consolidated Financial Statements.

3



LEHMAN BROTHERS HOLDINGS INC.
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
(Unaudited)

In millions

  February 29,
2004

  November 30,
2003

Assets            
Cash and cash equivalents   $ 6,022   $ 7,922
Cash and securities segregated and on deposit for regulatory and other purposes     3,633     3,100
Securities and other inventory positions owned
(includes $34,742 in 2004 and $35,679 in 2003 pledged as collateral)
    147,346     137,040
Collateralized agreements:            
  Securities purchased under agreements to resell     81,846     87,416
  Securities borrowed     61,717     51,396
Receivables:            
  Brokers, dealers and clearing organizations     5,848     4,875
  Customers     9,789     8,809
  Others     1,586     1,626
Property, equipment and leasehold improvements
(net of accumulated depreciation and amortization of $1,018 in 2004 and $921 in 2003)
    3,047     2,806
Other assets     3,620     3,510
Identifiable intangible assets and goodwill (net of accumulated amortization of $179 in 2004 and $166 in 2003)     3,610     3,561
   
 
  Total assets   $ 328,064   $ 312,061
   
 

See Notes to Consolidated Financial Statements.

4


In millions, except per share data

  February 29,
2004

  November 30,
2003

 
Liabilities and Stockholders' Equity              
Commercial paper and short-term debt   $ 3,268   $ 2,331  
Securities and other inventory positions sold but not yet purchased     84,642     75,882  
Collateralized financing:              
  Securities sold under agreements to repurchase     103,346     107,304  
  Securities loaned     14,666     13,988  
  Other secured borrowings     16,207     14,544  
Payables:              
  Brokers, dealers and clearing organizations     2,625     3,067  
  Customers     29,930     27,666  
Accrued liabilities and other payables     8,622     9,266  
Long-term debt:              
  Senior notes     47,610     41,303  
  Subordinated indebtedness     3,372     2,226  
   
 
 
  Total liabilities     314,288     297,577  
Commitments and contingencies              
Preferred securities subject to mandatory redemption         1,310  
   
 
 

Stockholders' Equity

 

 

 

 

 

 

 
Preferred stock     1,175     1,045  
Common stock, $0.10 par value;
    Shares authorized: 600,000,000 in 2004 and 2003;
    Shares issued: 295,205,036 in 2004 and 294,575,285 in 2003;
    Shares outstanding: 277,235,529 in 2004 and 266,679,056 in 2003
    30     29  
Additional paid-in capital     5,829     6,164  
Accumulated other comprehensive income (net of tax)     (17 )   (16 )
Retained earnings     7,734     7,129  
Other stockholders' equity, net     612     1,031  
Common stock in treasury, at cost: 17,969,507 shares in 2004 and 27,896,229 shares in 2003     (1,587 )   (2,208 )
   
 
 
  Total stockholders' equity     13,776     13,174  
   
 
 
  Total liabilities and stockholders' equity   $ 328,064   $ 312,061  
   
 
 

See Notes to Consolidated Financial Statements.

5



LEHMAN BROTHERS HOLDINGS INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)

In millions
Quarter ended February 29 and February 28,

  2004
  2003
 
Cash Flows from Operating Activities              
Net income   $ 670   $ 301  
Adjustments to reconcile net income to net cash used in operating activities:              
  Depreciation and amortization     110     78  
  Tax benefit from issuance of stock-based awards     115     69  
  Amortization of deferred stock compensation     154     127  
  Real estate related charge     19      
  Other adjustments     29     19  
Net change in:              
  Cash and securities segregated and on deposit for regulatory and other purposes     (533 )   (170 )
  Securities and other inventory positions owned     (9,163 )   (3,733 )
  Securities borrowed, net of securities loaned     (9,643 )   515  
  Other secured borrowings     1,663     (696 )
  Resale agreements, net of repurchase agreements     1,612     284  
  Receivables from brokers, dealers and clearing organizations     (973 )   (2,239 )
  Receivables from customers     (980 )   370  
  Securities and other inventory positions sold but not yet purchased     8,760     (4,552 )
  Payables to brokers, dealers and clearing organizations     (442 )   1,204  
  Payables to customers     2,264     6,239  
  Accrued liabilities and other payables     (790 )   (921 )
  Other operating assets and liabilities, net     11     506  
   
 
 
    Net cash used in operating activities     (7,117 )   (2,599 )
   
 
 
Cash Flows from Financing Activities              
Proceeds from issuance of senior notes     5,937     3,620  
Principal payments of senior notes     (773 )   (2,130 )
Proceeds from issuance of subordinated indebtedness         126  
Principal payments of subordinated indebtedness     (227 )   (3 )
Issuance of common stock     19     13  
Issuance of preferred stock     130      
Net proceeds from commercial paper and short-term debt     937     805  
Payments for treasury stock purchases     (627 )   (274 )
Issuance of treasury stock     214     29  
Dividends paid     (65 )   (40 )
   
 
 
  Net cash provided by financing activities     5,545     2,146  
   
 
 
Cash Flows from Investing Activities              
Purchases of property, equipment and leasehold improvements, net     (194 )   (131 )
Business acquisitions, net of cash acquired     (134 )   (24 )
   
 
 
  Net cash used in investing activities     (328 )   (155 )
   
 
 
  Net change in cash and cash equivalents     (1,900 )   (608 )
Cash and cash equivalents, beginning of period     7,922     3,699  
   
 
 
  Cash and cash equivalents, end of period   $ 6,022   $ 3,091  
   
 
 

6



LEHMAN BROTHERS HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies

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 that 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 that 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 "2003 Consolidated Financial Statements") incorporated by reference in Holdings' Annual Report on Form 10-K for the year ended November 30, 2003 (the "Form 10-K"). The Consolidated Statement of Financial Condition at November 30, 2003 was derived from the audited consolidated financial statements.

        The consolidated financial statements are prepared in conformity with generally accepted accounting principles, which require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management estimates are required in determining the valuation of inventory, particularly over-the-counter ("OTC") derivatives, certain high yield positions, private equity and other principal investments and certain mortgage, mortgage-backed and real estate inventory positions. Additionally, management estimates are required in assessing the realizability of deferred tax assets and the outcome of litigation, determining the allocation of business acquisition purchase price to goodwill and intangible assets acquired, and determining the amount of the real estate reconfiguration charges. Management believes the estimates used in preparing its financial statements are reasonable and prudent. Actual results could differ from these estimates.

        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.

Consolidation Accounting Policies

        Operating Companies.    Financial Accounting Standards Board ("FASB") Interpretation No. 46, "Consolidation of Variable Interest Entities—an interpretation of ARB No. 51," ("FIN 46"), which was issued in January 2003 and subsequently revised in December 2003 ("FIN 46R") defines the criteria necessary to be considered an operating company for which the consolidation accounting guidance of Statement of Financial Accounting Standards ("SFAS") No. 94, "Consolidation of All Majority-Owned Subsidiaries," ("SFAS 94") should be applied. SFAS 94 is a control-based model and requires consolidation for those operating companies in which the Company has a controlling financial interest. The usual condition for a controlling financial interest is ownership of a majority of the voting interest in an operating company. FIN 46R classifies operating companies as either "businesses" (as defined under FIN 46R) or entities that have sufficient legal equity to absorb the entities' expected losses (presumed to require minimum 10% equity), and, in each case, for which the equity holders have substantive voting rights and participate substantively in the gains and losses of such entities. Accordingly, the Company consolidates operating companies in which it has a controlling financial interest. Operating companies in which the Company holds a non-controlling interest are accounted for under the equity method when the Company is able to exercise significant influence over the business activities of such entities. Significant influence is generally deemed to exist when the Company owns more than 20% of the voting equity of a corporation or when the Company holds at least 3% of a limited partnership interest. The cost method is applied when the ability to exercise significant influence is not present.

7


        Special Purpose Entities.    Special purpose entities ("SPEs") are corporations, trusts or partnerships that are established for a limited purpose. SPEs by their nature generally do not provide equity owners with significant voting powers because the SPE documents govern all material decisions. There are two types of SPEs: qualifying special purpose entities ("QSPEs") and variable interest entities ("VIEs").

        A QSPE can generally be described as an entity whose permitted activities are limited to passively holding financial assets and distributing cash flows based on pre-set terms. The Company's primary involvement with SPEs relates to securitization transactions in which transferred assets, including mortgages, loans, receivables and other assets, are sold to an SPE that qualifies as a QSPE under SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," ("SFAS 140"). Such transferred assets are repackaged into securities (i.e., securitized). In accordance with this guidance, the Company recognizes transfers of financial assets as sales provided control has been relinquished. Control is deemed to be relinquished only when all of the following conditions have been met: (i) the assets have been isolated from the transferor, even in bankruptcy or other receivership (true sale opinions are required); (ii) the transferee has the right to pledge or exchange the assets received and (iii) the transferor has not maintained effective control over the transferred assets (e.g., a unilateral ability to repurchase a unique or specific asset). In accordance with SFAS 140 the Company does not consolidate QSPEs. Rather, the Company recognizes only its retained interests in the QSPEs, if any. The Company accounts for such retained interests at fair value with changes in fair value reported in earnings. FIN 46 and FIN 46R do not alter the accounting for involvement with QSPEs.

        Certain SPEs do not meet the QSPE criteria because their permitted activities are not sufficiently limited or because the assets are not deemed qualifying financial instruments (e.g., real estate). Such SPEs are referred to as VIEs and may be used by the Company to create securities with a unique risk profile desired by investors and as a means of intermediating financial risk. In the normal course of business, the Company may establish VIEs, sell assets to VIEs, underwrite, distribute, and make a market in securities issued by VIEs, transact derivatives with VIEs, own securities or residual interests in VIEs, and provide liquidity or other guarantees to VIEs. Under FIN 46R, the Company is required to consolidate a VIE if it is deemed to be the primary beneficiary of such entity. The primary beneficiary is the party that has either a majority of the expected losses or a majority of the expected residual returns of such entity, as defined. At February 29, 2004, the Company adopted FIN 46R for substantially all VIEs in which the Company held a variable interest. The effect of adopting FIN 46R was not material to the Company's financial condition or results of operations. In accordance with the transition rules of FIN 46R, the Company will adopt FIN 46R in the 2004 second quarter as it relates to certain operating companies that are considered VIEs. The Company does not expect the adoption to have a material effect on the Company's financial condition or results of operations.

Revenue Recognition Policies

        Principal Transactions.    Securities and other inventory positions owned and Securities and other inventory positions sold but not yet purchased (both of which are recorded on a trade-date basis) are valued at market or fair value, as appropriate, with unrealized gains and losses reflected in Principal transactions in the Consolidated Statement of Income. The Company follows the American Institute of Certified Public Accountants ("AICPA") Audit and Accounting Guide, "Brokers and Dealers in Securities," (the "Guide") when determining market or fair value for financial instruments. Market value is generally determined based on listed prices or broker quotes. In certain instances, such price quotations may be deemed unreliable when the instruments are thinly traded or when the Company holds a substantial block of a particular security and the listed price is not deemed to be readily realizable. In accordance with the Guide, in these instances the Company determines fair value based on management's best estimate giving appropriate consideration to reported prices and the extent of public trading in similar securities, the discount from the listed price associated with the cost at the date of acquisition, and the size of the position held in relation to the liquidity in the market, among other factors. When the size of the Company's holding of a listed security is likely to impair the Company's ability to realize the quoted market price, the Company records the position at a discount to the quoted price reflecting the Company's best estimate of fair value. In such instances, fair value is generally determined with reference to the discount associated with the acquisition price of the security. When listed prices or broker quotes are not available, fair value is determined based on pricing models or other valuation techniques including the use of implied pricing from similar instruments. Pricing models are typically used to derive fair value based on the net present value of estimated future cash flows including adjustments, when appropriate, for liquidity, credit and/or other factors.

8


        Investment Banking.    Underwriting revenues and revenues for merger, acquisition advisory and related services are recognized when services for the transactions are determined to be completed. Underwriting expenses are deferred and recognized when the related revenues are recognized.

        Commissions.    Commissions primarily include fees from executing and clearing client transactions on stock, options and futures markets worldwide. These fees are recognized on a trade-date basis.

        Investment Advisory Fees.    Investment advisory fees are recorded as earned. Generally, high-net-worth and institutional clients are charged or billed quarterly based on the account's net asset value at the beginning of a quarter. Investment advisory and administrative fees earned from the Company's mutual fund business (the "Funds") are charged monthly to the Funds based on average daily net assets under management.

        Interest Revenue/Expense.    The Company recognizes contractual interest on Securities and other inventory positions owned and Securities and other inventory positions sold but not yet purchased on an accrual basis as a component of Interest and dividends revenue and Interest expense, respectively. Interest flows on derivative transactions are included as part of the mark-to-market valuation of these contracts in Principal transactions and are not recognized as a component of interest revenue or expense. The Company accounts for its secured financing activities and short- and long-term borrowings on an accrual basis with related interest recorded as interest revenue or interest expense, as applicable.

        Securities and Other Inventory Positions.    Securities and other inventory positions owned and Securities and other inventory positions sold but not yet purchased are valued at market or fair value, as appropriate, with unrealized gains and losses reflected in Principal transactions in the Consolidated Statement of Income. At February 29, 2004 and November 30, 2003 all firm-owned securities pledged to counterparties that have the right, by contract or custom, to sell or repledge the securities are classified as Securities owned (pledged as collateral) as required by SFAS 140.

Derivative Financial Instruments

        Derivatives are financial instruments whose value is based on an underlying asset (e.g., Treasury bond), index (e.g., S&P 500) or reference rate (e.g., LIBOR), and include futures, forwards, swaps, option contracts, or other financial instruments with similar characteristics. A derivative contract generally represents a future commitment to exchange interest payment streams or currencies based on the contract or notional amount or to purchase or sell other financial instruments at specified terms on a specified date. OTC derivative products are privately-negotiated contractual agreements that can be tailored to meet individual client needs and include forwards, swaps and certain options including caps, collars and floors. Exchange-traded derivative products are standardized contracts transacted through regulated exchanges and include futures and certain option contracts listed on an exchange.

        Derivatives are recorded at market or fair value in the Consolidated Statement of Financial Condition on a net-by-counterparty basis when a legal right of set-off exists and are netted across products when such provisions are stated in the master netting agreement. Derivatives are often referred to as off-balance sheet instruments because neither their notional amounts nor the underlying instruments are reflected as assets or liabilities of the Company. Instead, the market or fair values related to the derivative transactions are reported in the Consolidated Statement of Financial Condition as assets or liabilities in Derivatives and other contractual agreements, as applicable. Margin on futures contracts is included in receivables and payables from/to brokers, dealers and clearing organizations, as applicable. Changes in fair values of derivatives are recorded as Principal transactions in the Consolidated Statement of Income. 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 use 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 incorporate business and economic conditions, historical experience, concentrations, estimates of expected losses and the character, quality and performance of credit sensitive financial instruments.

        The Company follows the guidance under Emerging Issues Task Force ("EITF") Issue No. 02-03, "Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved In Energy Trading and Risk Management Activities" ("EITF 02-03") when marking to market its derivative contracts. Under EITF 02-03, recognition of a trading profit at inception of a derivative transaction is prohibited unless the fair value of that

9


derivative is obtained from a quoted market price, supported by comparison to other observable market transactions, or based on a valuation technique incorporating observable market data.

        As an end user, the Company primarily uses derivatives to modify the interest rate characteristics of its long-term debt and secured financing activities. The Company also uses equity derivatives to hedge its exposure to equity price risk embedded in certain of its debt obligations and foreign exchange forwards to manage the currency exposure related to its net investment in non-U.S. dollar functional currency operations (collectively, "End-User Derivative Activities"). The accounting for End-User Derivative Activities is dependent on the nature of the hedging relationship. In certain hedging relationships both the derivative and the hedged item are marked to market through earnings ("fair value hedge"). In many instances, the hedge relationship is fully effective and the mark-to-market on the derivative and the hedged item offset. In other hedging relationships, the derivative is marked to market with the offsetting gains or losses recorded in Accumulated other comprehensive income, a component of Stockholders' equity, until the related hedged item is recognized in earnings ("cash flow hedge"). Certain derivatives embedded in long-term debt are bifurcated from the debt and marked to market through earnings.

        The Company principally uses fair value hedges to convert a substantial portion of the Company's fixed-rate debt and certain long-term secured financing activities to floating interest rates. Any hedge ineffectiveness in these relationships is recorded in Interest expense in the Consolidated Statement of Income. Gains or losses from revaluing foreign exchange contracts associated with hedging the Company's net investments in non-U.S. dollar functional currency operations are reported within Accumulated other comprehensive income in Stockholders' equity. Unrealized receivables/payables resulting from the mark-to-market of end-user derivatives are included in Securities and other inventory positions owned or sold but not yet purchased.

Secured Financing Activities

        Repurchase and Resale Agreements.    Securities purchased under agreements to resell and Securities sold under agreements to repurchase, which are treated as financing transactions for financial reporting purposes, are collateralized primarily by government and government agency securities and are carried net by counterparty, when permitted, at the amounts at which the securities will be subsequently resold or repurchased plus accrued interest. It is the Company's policy to take possession of securities purchased under agreements to resell. The Company monitors the market value of the underlying positions on a daily basis compared with the related receivable or payable balances, including accrued interest. The Company requires counterparties to deposit additional collateral or return collateral pledged, as necessary, to ensure the market value of the underlying collateral remains sufficient. Securities and other inventory positions owned that are financed under repurchase agreements are carried at market value with changes in market value recorded in the Consolidated Statement of Income.

        The Company uses interest rate swaps as an end user to modify the interest rate exposure associated with certain fixed-rate resale and repurchase agreements. The Company adjusts the carrying value of these secured financing transactions that have been designated as the hedged item.

        Securities Borrowed and Loaned.    Securities borrowed and securities loaned are carried at the amount of cash collateral advanced or received plus accrued interest. It is the Company's policy to value the securities borrowed and loaned on a daily basis and to obtain additional cash as necessary to ensure such transactions are adequately collateralized.

        Other Secured Borrowings.    Other secured borrowings are recorded at contractual amounts plus accrued interest.

Private Equity Investments

        The Company carries its private equity investments, including its partnership interests, at fair value based on the Company's assessment of each underlying investment.

Long-Lived Assets

        Property, equipment and leasehold improvements are recorded at historical cost, net of accumulated depreciation and amortization. Depreciation is recognized using the straight-line method over the estimated useful lives of the assets. Buildings are depreciated up to a maximum of 40 years. Leasehold improvements are amortized over the lesser of their useful lives or the terms of the underlying leases, ranging up to 30 years. Equipment, furniture and fixtures are depreciated over periods of up to 15 years. Internal use software that qualifies for capitalization under AICPA Statement of Position 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for

10


Internal Use," is capitalized and subsequently amortized over the estimated useful life of the software, generally three years, with a maximum of seven years. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. If the expected future undiscounted cash flows are less than the carrying amount of the asset, an impairment loss would be recognized to the extent the carrying value of such asset exceeded its fair value.

Identifiable Intangible Assets and Goodwill

        On December 1, 2001, the Company adopted SFAS No. 141, "Business Combinations," ("SFAS 141") and SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 141 requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method. Under SFAS 142, intangible assets with indefinite lives and goodwill are not permitted to be amortized. Instead, these assets are evaluated at least annually for impairment. Goodwill is reduced upon the recognition of certain acquired net operating loss carryforward benefits.

Equity-Based Compensation

        SFAS No. 123, "Accounting for Stock-Based Compensation," ("SFAS 123") established financial accounting and reporting standards for equity-based employee and non-employee compensation. SFAS 123 permits companies to account for equity-based employee compensation using the intrinsic-value method prescribed by Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," ("APB 25"), or using the fair-value method prescribed by SFAS 123. Through November 30, 2003 the Company followed APB 25 and its related interpretations to account for equity-based employee compensation. Accordingly, no compensation expense was recognized for stock option awards because the exercise price equaled or exceeded the market value of the Company's common stock on the grant date. Compensation expense for restricted stock units with future service requirements was recognized over the relevant service periods.

        Beginning in 2004, the Company adopted the fair-value method of accounting for equity-based employee awards using the prospective transition method permitted by SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure" ("SFAS 148"). Under this method of transition, compensation expense is recognized based on the fair value of stock options and restricted stock units granted for 2004 and future years over the related service period. Stock options granted for the years ended November 30, 2003 and before continue to be accounted for under APB 25. The adoption of SFAS 123 did not have a material effect on the Company's results of operations or financial condition in the 2004 first quarter.

        The following table illustrates the effect on net income and earnings per share for the quarters ended February 29, 2004 and February 28, 2003 if the fair-value-based retroactive method prescribed by SFAS 123 had been applied to all awards granted prior to the Company's 2004 adoption of SFAS 123.

11


Equity Based Compensation—Pro Forma Net Income and Earnings per Share

In millions except per share data
Quarter ended February 29 and February 28,

  2004
  2003
 
Net income, as reported   $ 670   $ 301  
Add: stock-based employee compensation expense included in reported net income, net of related tax effect     89     76  
Deduct: stock-based employee compensation expense determined under the fair-value-based method for all awards, net of related tax effect     (130 )   (112 )
   
 
 
Pro forma net income   $ 629   $ 265  
   
 
 
Earnings per share:              
  Basic, as reported   $ 2.37   $ 1.20  
  Basic, pro forma   $ 2.22   $ 1.05  
  Diluted, as reported   $ 2.21   $ 1.15  
  Diluted, pro forma   $ 2.11   $ 1.02  

Earnings per Common Share

        The Company computes earnings per common share ("EPS") in accordance with SFAS No. 128, "Earnings per Share." Basic EPS is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the assumed conversion of all dilutive securities. For additional information see Notes 14 and 16 to the 2003 Consolidated Financial Statements incorporated by reference in the Form 10-K.

Income Taxes

        The Company accounts for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes," ("SFAS 109"). The Company recognizes the current and deferred tax consequences of all transactions that have been recognized in the financial statements using the provisions of the enacted tax laws. Deferred tax assets are recognized for temporary differences that will result in deductible amounts in future years and for tax loss carry-forwards. The Company records a valuation allowance to reduce deferred tax assets to an amount that more likely than not will be realized. Deferred tax liabilities are recognized for temporary differences that will result in taxable income in future years.

Statement of Cash Flows

        The Company defines cash equivalents as highly liquid investments with original maturities of three months or less, other than those held for sale in the ordinary course of business.

Translation of Foreign Currencies

        Assets and liabilities of foreign subsidiaries having non-U.S. dollar functional currencies are translated at exchange rates at the Consolidated Statement of Financial Condition date. Revenues and expenses are translated at average exchange rates during the period. The gains or losses resulting from translating foreign currency financial statements into U.S. dollars, net of hedging gains or losses and taxes, are included in Accumulated other comprehensive income, a component of Stockholders' equity. Gains or losses resulting from foreign currency transactions are included in the Consolidated Statement of Income.

Note 2. Securities and Other Inventory Positions

        Securities and other inventory positions owned and Securities and other inventory positions sold but not yet purchased are recorded at fair value and were comprised of the following:

12


Securities and Other Inventory Positions

In millions

  February 29,
2004

  November 30,
2003

Securities and other inventory positions owned:            
  Mortgages, mortgage-backed and real estate inventory positions   $ 45,339   $ 38,957
  Government and agencies     33,742     35,072
  Derivatives and other contractual agreements     16,133     15,766
  Corporate debt and other     20,669     20,069
  Corporate equities     26,751     22,889
  Certificates of deposit and other money market instruments     4,712     4,287
   
 
    $ 147,346   $ 137,040
   
 
Securities and other inventory positions sold but not yet purchased:            
  Government and agencies   $ 50,637   $ 47,556
  Derivatives and other contractual agreements     12,207     11,440
  Corporate debt and other     6,937     5,951
  Corporate equities     14,861     10,935
   
 
    $ 84,642   $ 75,882
   
 

Note 3. 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 in the Consolidated Statement of Financial Condition. Acting in a trading capacity, the Company enters into derivative transactions to satisfy the needs of its clients and to manage its own exposure to market and credit risks resulting from its trading activities (collectively, "Trading-Related Derivative Activities"). The Company records its Trading-Related Derivative Activities at fair value with realized and unrealized gains and losses recognized in Principal transactions in the Consolidated Statement of Income. As an end-user, the Company primarily enters into interest rate swap and option contracts to adjust the interest rate nature of its funding sources from fixed to floating rates and to change the index on which floating interest rates are based (e.g., Prime to LIBOR).

        The following table presents the fair value of the Company's derivatives at February 29, 2004 and November 30 2003. Assets included in the table represent unrealized gains, net of unrealized losses for situations in which the Company has a master netting agreement. Similarly, liabilities represent net amounts owed to counterparties.

Fair Value of Derivative Financial Instruments

 
  February 29, 2004(1)
  November 30, 2003(1)
In millions

  Assets
  Liabilities
  Assets
  Liabilities
Interest rate, currency and credit default swaps and options (including caps, collars and floors)