UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended August 31, 2004 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
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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.) |
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745 Seventh Avenue New York, New York (Address of principal executive offices) |
10019 (Zip Code) |
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(212) 526-7000 (Registrant's telephone number, including area code) |
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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 September 30, 2004, 269,418,458 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 AUGUST 31, 2004
CONTENTS
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Page Number |
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| Available Information | 2 | |||||||
Part I. |
FINANCIAL INFORMATION |
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Item 1. |
Financial Statements(unaudited) |
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Consolidated Statement of Income Three and Nine Months Ended August 31, 2004 and 2003 |
3 |
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Consolidated Statement of Financial Condition August 31, 2004 and November 30, 2003 |
4 |
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Consolidated Statement of Cash Flows Nine Months Ended August 31, 2004 and 2003 |
6 |
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Notes to Consolidated Financial Statements |
7 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
33 |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
65 |
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Item 4. |
Controls and Procedures |
65 |
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Part II. |
OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
66 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
67 |
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Item 6. |
Exhibits |
69 |
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Signature |
71 |
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Exhibit Index |
72 |
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Exhibits |
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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.
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LEHMAN BROTHERS HOLDINGS INC.
PART IFINANCIAL INFORMATION
LEHMAN BROTHERS HOLDINGS INC.
CONSOLIDATED STATEMENT of INCOME
(Unaudited)
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Three Months Ended August 31, |
Nine Months Ended August 31, |
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| In millions, except per share data |
2004 |
2003 |
2004 |
2003 |
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| Revenues | |||||||||||||
| Principal transactions | $ | 1,217 | $ | 1,200 | $ | 4,435 | $ | 3,243 | |||||
| Investment banking | 526 | 453 | 1,580 | 1,245 | |||||||||
| Commissions | 348 | 314 | 1,145 | 875 | |||||||||
| Interest and dividends | 2,769 | 2,467 | 7,682 | 7,599 | |||||||||
| Asset management and other | 191 | 29 | 562 | 71 | |||||||||
| Total revenues | 5,051 | 4,463 | 15,404 | 13,033 | |||||||||
| Interest expense | 2,428 | 2,116 | 6,711 | 6,684 | |||||||||
| Net revenues | 2,623 | 2,347 | 8,693 | 6,349 | |||||||||
Non-Interest Expenses |
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| Compensation and benefits | 1,306 | 1,174 | 4,329 | 3,215 | |||||||||
| Technology and communications | 195 | 150 | 550 | 441 | |||||||||
| Brokerage and clearance fees | 114 | 96 | 337 | 272 | |||||||||
| Occupancy | 107 | 76 | 313 | 230 | |||||||||
| Professional fees | 74 | 35 | 191 | 105 | |||||||||
| Business development | 56 | 36 | 155 | 105 | |||||||||
| Other | 48 | 31 | 160 | 90 | |||||||||
| Real-estate-related charges | | | 19 | 77 | |||||||||
| Total non-interest expenses | 1,900 | 1,598 | 6,054 | 4,535 | |||||||||
| Income before taxes and dividends on trust preferred securities | 723 | 749 | 2,639 | 1,814 | |||||||||
| Provision for income taxes | 218 | 250 | 831 | 545 | |||||||||
| Dividends on trust preferred securities | | 19 | 24 | 51 | |||||||||
| Net income | $ | 505 | $ | 480 | $ | 1,784 | $ | 1,218 | |||||
| Net income applicable to common stock | $ | 487 | $ | 469 | $ | 1,732 | $ | 1,185 | |||||
| Earnings per common share | |||||||||||||
| Basic | $ | 1.79 | $ | 1.92 | $ | 6.29 | $ | 4.88 | |||||
| Diluted | $ | 1.71 | $ | 1.81 | $ | 5.94 | $ | 4.63 | |||||
| Dividends paid per common share | $ | 0.16 | $ | 0.12 | $ | 0.48 | $ | 0.36 | |||||
See Notes to Consolidated Financial Statements.
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LEHMAN BROTHERS HOLDINGS INC.
CONSOLIDATED STATEMENT of FINANCIAL CONDITION
(Unaudited)
| In millions |
August 31, 2004 |
November 30, 2003 |
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| Assets | |||||||
| Cash and cash equivalents | $ | 2,832 | $ | 7,922 | |||
| Cash and securities segregated and on deposit for regulatory and other purposes | 4,800 | 3,100 | |||||
| Securities and other inventory positions owned (includes $33,197 in 2004 and $32,273 in 2003 pledged as collateral) |
146,501 | 133,634 | |||||
| Securities received as collateral | 4,463 | 3,406 | |||||
Collateralized agreements: |
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| Securities purchased under agreements to resell | 85,578 | 87,416 | |||||
| Securities borrowed | 71,083 | 51,396 | |||||
Receivables: |
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| Brokers, dealers and clearing organizations | 2,434 | 4,875 | |||||
| Customers | 11,123 | 8,809 | |||||
| Others | 1,901 | 1,626 | |||||
Property, equipment and leasehold improvements (net of accumulated depreciation and amortization of $1,074 in 2004 and $921 in 2003) |
2,931 |
2,806 |
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| Other assets | 3,586 | 3,510 | |||||
| Identifiable intangible assets and goodwill (net of accumulated amortization of $196 in 2004 and $166 in 2003) |
3,658 | 3,561 | |||||
| Total assets | $ | 340,890 | $ | 312,061 | |||
See Notes to Consolidated Financial Statements.
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LEHMAN BROTHERS HOLDINGS INC.
CONSOLIDATED STATEMENT of FINANCIAL CONDITION(Continued)
(Unaudited)
| In millions, except per share data |
August 31, 2004 |
November 30, 2003 |
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| Liabilities and Stockholders' Equity | ||||||||
| Commercial paper and short-term debt | $ | 2,326 | $ | 2,331 | ||||
| Securities and other inventory positions sold but not yet purchased | 90,092 | 72,476 | ||||||
| Obligation to return securities received as collateral | 4,463 | 3,406 | ||||||
| Collateralized financing: | ||||||||
| Securities sold under agreements to repurchase | 107,083 | 107,304 | ||||||
| Securities loaned | 11,804 | 13,988 | ||||||
| Other secured borrowings | 13,059 | 14,544 | ||||||
| Payables: | ||||||||
| Brokers, dealers and clearing organizations | 4,729 | 3,067 | ||||||
| Customers | 34,214 | 27,666 | ||||||
| Accrued liabilities and other payables | 8,656 | 9,266 | ||||||
| Long-term debt: | ||||||||
| Senior notes | 47,039 | 41,303 | ||||||
| Subordinated indebtedness | 3,004 | 2,226 | ||||||
| Total liabilities | 326,469 | 297,577 | ||||||
| Commitments and contingencies | ||||||||
| Preferred securities subject to mandatory redemption | | 1,310 | ||||||
| Stockholders' Equity | ||||||||
| Preferred stock | 1,345 | 1,045 | ||||||
| Common stock, $0.10 par value; | ||||||||
| Shares authorized: 600,000,000 in 2004 and 2003; | ||||||||
| Shares issued 297,796,197 in 2004 and 294,575,285 in 2003; | ||||||||
| Shares outstanding: 269,508,910 in 2004 and 266,679,056 in 2003 | 30 | 29 | ||||||
| Additional paid-in capital | 6,125 | 6,164 | ||||||
| Accumulated other comprehensive income (net of tax) | (16 | ) | (16 | ) | ||||
| Retained earnings | 8,720 | 7,129 | ||||||
| Other stockholders' equity, net | 787 | 1,031 | ||||||
| Common stock in treasury, at cost: 28,287,287 shares in 2004 and 27,896,229 shares in 2003 | (2,570 | ) | (2,208 | ) | ||||
| Total stockholders' equity | 14,421 | 13,174 | ||||||
| Total liabilities and stockholders' equity | $ | 340,890 | $ | 312,061 | ||||
See Notes to Consolidated Financial Statements.
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LEHMAN BROTHERS HOLDINGS INC.
CONSOLIDATED STATEMENT of CASH FLOWS
(Unaudited)
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Nine Months Ended August 31, |
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| In millions |
2004 |
2003 |
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| Cash Flows from Operating Activities | ||||||||
| Net income | $ | 1,784 | $ | 1,218 | ||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | 319 | 219 | ||||||
| Tax benefit from issuance of stock-based awards | 239 | 165 | ||||||
| Amortization of deferred stock compensation | 415 | 341 | ||||||
| Real-estate-related charges | 19 | 77 | ||||||
| Other adjustments | 70 | (10 | ) | |||||
| Net change in: | ||||||||
| Cash and securities segregated and on deposit for regulatory and other purposes | (1,700 | ) | (1,670 | ) | ||||
| Securities and other inventory positions owned | (12,719 | ) | (168 | ) | ||||
| Securities received as collateral | (1,057 | ) | (478 | ) | ||||
| Securities borrowed, net of securities loaned | (21,871 | ) | (475 | ) | ||||
| Other secured borrowings | (1,485 | ) | (2,274 | ) | ||||
| Resale agreements, net of repurchase agreements | 1,617 | (9,994 | ) | |||||
| Receivables from brokers, dealers and clearing organizations | 2,441 | (2,459 | ) | |||||
| Receivables from customers | (2,314 | ) | (6,045 | ) | ||||
| Securities and other inventory positions sold but not yet purchased | 17,616 | 3,626 | ||||||
| Obligation to return securities received as collateral | 1,057 | 478 | ||||||
| Payable to brokers, dealers and clearing organizations | 1,662 | 5,774 | ||||||
| Payables to customers | 6,548 | 16,551 | ||||||
| Accrued liabilities and other payables | (848 | ) | 553 | |||||
| Other operating assets and liabilities, net | (299 | ) | 361 | |||||
| Net cash provided by (used in) operating activities | (8,506 | ) | 5,790 | |||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from issuance of senior notes | 13,462 | 10,732 | ||||||
| Principal payments of senior notes | (7,933 | ) | (7,525 | ) | ||||
| Proceeds from issuance of subordinated indebtedness | 423 | 154 | ||||||
| Principal payments of subordinated indebtedness | (974 | ) | (284 | ) | ||||
| Proceeds from issuance of preferred securities subject to mandatory redemption | | 300 | ||||||
| Issuance of common stock | 108 | 38 | ||||||
| Issuance of preferred stock | 300 | 345 | ||||||
| Net proceeds from commercial paper and short-term debt | (5 | ) | (241 | ) | ||||
| Payments for treasury stock purchases | (1,763 | ) | (836 | ) | ||||
| Issuance of treasury stock | 359 | 189 | ||||||
| Dividends paid | (193 | ) | (126 | ) | ||||
| Net cash provided by financing activities | 3,784 | 2,746 | ||||||
| Cash Flows from Investing Activities | ||||||||
| Purchases of property, equipment and leasehold improvements, net | (262 | ) | (280 | ) | ||||
| Business acquisitions, net of cash acquired | (106 | ) | (54 | ) | ||||
| Net cash used in investing activities | (368 | ) | (334 | ) | ||||
| Net change in cash and cash equivalents | (5,090 | ) | 8,202 | |||||
| Cash and cash equivalents, beginning of period | 7,922 | 3,699 | ||||||
| Cash and cash equivalents, end of period | $ | 2,832 | $ | 11,901 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION (in millions): | ||||||||
| Interest paid totaled $6,822 in 2004 and $6,797 in 2003. | ||||||||
| Income taxes paid totaled $606 in 2004 and $449 in 2003. | ||||||||
See Notes to Consolidated Financial Statements.
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LEHMAN BROTHERS HOLDINGS INC.
NOTES to CONSOLIDATED FINANCIAL STATEMENTS
Contents
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Page Number |
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| Note 1. | Summary of Significant Accounting Policies | 8 | ||
Note 2. |
Securities and Other Inventory Positions |
13 |
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Note 3. |
Derivative Financial Instruments |
14 |
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Note 4. |
Securitizations and Other Off-Balance-Sheet Arrangements |
15 |
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Note 5. |
Securities Pledged as Collateral |
17 |
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Note 6. |
Long-Term Debt |
18 |
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Note 7. |
Commitments and Contingencies |
19 |
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Note 8. |
Preferred Securities Subject to Mandatory Redemption |
22 |
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Note 9. |
Preferred Stock |
22 |
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Note 10. |
Earnings per Common Share |
23 |
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Note 11. |
Capital Requirements |
23 |
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Note 12. |
Employee Benefit Plans |
24 |
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Note 13. |
September 11th and Real-Estate-Related Costs |
24 |
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Note 14. |
Business Segments |
25 |
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Note 15. |
Condensed Consolidating Financial Statement Schedules |
27 |
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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," "Lehman Brothers," "we," "us" or "our"). Lehman Brothers is one of the leading global investment banks serving institutional, corporate, government and high-net-worth individual clients and customers. Our 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. We are 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 are eliminated in consolidation.
These consolidated financial statements are 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 normally are required under generally accepted accounting principles are 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 included in this Form 10-Q for the quarter ended August 31, 2004 ("Report") 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. 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, 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 identifiable intangible assets and goodwill, and evaluating the amount of real-estate-related reserves. Management believes the estimates used in preparing these financial statements are reasonable and prudent. Actual results could differ from these estimates.
The nature of our 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 Entitiesan interpretation of ARB No. 51," ("FIN 46"), which was issued in January 2003 and 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 requires consolidation of operating companies in which we have 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 defines operating companies as businesses 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, we consolidate operating companies in which we have a controlling financial interest. Operating companies in which we are able to exercise significant influence but do not control are accounted for under the equity method. Significant influence generally is deemed to exist when we own 20% to 50% of the voting equity of a corporation, or when we hold at least 3% of a limited partnership interest. The cost method is applied when we do not have the ability to exercise significant influence.
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
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LEHMAN BROTHERS HOLDINGS INC.
NOTES to CONSOLIDATED FINANCIAL STATEMENTS
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 generally can be described as an entity whose permitted activities are limited to passively holding financial assets and distributing cash flows based on pre-set terms. Our 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, we recognize 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 we do not consolidate QSPEs. Rather, we recognize only our retained interests in the QSPEs, if any. We account for such retained interests at fair value with changes in fair value reported in earnings. FIN 46R does 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 we may use them 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, we 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, we are required to consolidate a VIE if we are 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. We have adopted FIN 46R for all VIEs in which we hold a variable interest. The effect of adopting FIN 46R in fiscal 2004 was not material to our 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. We follow 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 generally is 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 we hold 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 we determine 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 our holding of a listed security is likely to impair our ability to realize the quoted market price, we record the position at a discount to the quoted price reflecting our best estimate of fair value. In such instances, we generally determine fair value with reference to the discount associated with the acquisition price of the security. When listed prices or broker quotes are not available, we determine fair value based on pricing models or other valuation techniques, including the use of implied pricing from similar instruments. We typically use pricing models 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.
Investment Banking. Underwriting revenues, net of related underwriting expenses, and revenues for merger, acquisition advisory and related services are recognized when services for the transactions are completed. Direct costs associated with advisory services are recorded as non-personnel expenses, net of client reimbursements.
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
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LEHMAN BROTHERS HOLDINGS INC.
NOTES to CONSOLIDATED FINANCIAL STATEMENTS
quarter. Investment advisory and administrative fees earned from our mutual fund business (the "Funds") are charged monthly to the Funds based on average daily net assets under management.
Interest Revenue/Expense. We recognize 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. We account for our 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, including loans, and Securities and other inventory positions sold but not yet purchased are carried at market or fair value, as appropriate, with unrealized gains and losses reflected in Principal transactions in the Consolidated Statement of Income. Lending commitments are recorded at fair value, with unrealized gains or losses recognized in Principal transactions in the Consolidated Statement of Income. At August 31, 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 often are 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 in Principal transactions in the Consolidated Statement of Income. Market or fair value generally is determined either by 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. Additional 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.
We follow 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 our 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 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, we primarily use derivatives to modify the interest rate characteristics of our long-term debt and secured financing activities. We also use equity derivatives to hedge our exposure to equity price risk embedded in certain of our debt obligations and foreign exchange forwards to manage the currency exposure related to our 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
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LEHMAN BROTHERS HOLDINGS INC.
NOTES to CONSOLIDATED FINANCIAL STATEMENTS
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.
We use fair value hedges primarily to convert a substantial portion of our 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 our 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 Securities and other inventory positions 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 subsequently will be resold or repurchased plus accrued interest. It is our policy to take possession of securities purchased under agreements to resell. We monitor the market value of the underlying positions on a daily basis compared with the related receivable or payable balances, including accrued interest. We require 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.
We use interest rate swaps as an end user to modify the interest rate exposure associated with certain fixed-rate resale and repurchase agreements. We adjust 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 our 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
We carry our private equity investments, including our partnership interests, at fair value based on our 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 Internal Use," is capitalized and subsequently amortized over the estimated useful life of the software, generally three years, with a maximum of seven years. We review 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.
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LEHMAN BROTHERS HOLDINGS INC.
NOTES to CONSOLIDATED FINANCIAL STATEMENTS
Identifiable Intangible Assets and Goodwill
Intangible assets with indefinite lives and goodwill are not 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, we 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 our 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, we 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 CompensationTransition 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 our results of operations or financial condition in the three and nine months ended August 31, 2004.
The following table illustrates the effect on net income and earnings per share for the three and nine months ended August 31, 2004 and 2003 if the fair-value-based retroactive method prescribed by SFAS 123 had been applied to all awards granted, including those granted prior to fiscal year 2004.
Equity Based CompensationPro Forma Net Income and Earnings per Share
| |
Three Months Ended August 31, |
Nine Months Ended August 31, |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In millions, except per share data |
2004 |
2003 |
2004 |
2003 |
||||||||||
| Net income, as reported | $ | 505 | $ | 480 | $ | 1,784 | $ | 1,218 | ||||||
| Add: stock-based employee compensation expense included in reported net income, net of related tax effect | 79 | &n | ||||||||||||