Back to GetFilings.com




QuickLinks -- Click here to rapidly navigate through this document



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 28, 2005

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, 2005, 276,595,156 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 28, 2005

CONTENTS

 
   
   
   
  Page
Number

Available Information   2

Part I.

 

FINANCIAL INFORMATION

 

 

 

 

Item 1.

 

Financial Statements—(unaudited)

 

 

 

 

 

 

 

 

Consolidated Statement of Income—
Quarters Ended February 28, 2005 and February 29, 2004

 

3

 

 

 

 

 

 

Consolidated Statement of Financial Condition—
February 28, 2005 and November 30, 2004

 

4

 

 

 

 

 

 

Consolidated Statement of Cash Flows—
Quarters Ended February 28, 2005 and February 29, 2004

 

6

 

 

 

 

 

 

Notes to Consolidated Financial Statements

 

7

 

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

32

 

 

Item 2.

 

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

 

33

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

63

 

 

Item 4.

 

Controls and Procedures

 

63

Part II.

 

OTHER INFORMATION

 

 

 

 

Item 1.

 

Legal Proceedings

 

64

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

65

 

 

Item 4.

 

Submission of Matters to a Vote of Security Holders

 

66

 

 

Item 5.

 

Other Information

 

66

 

 

Item 6.

 

Exhibits

 

67

Signature

 

69

Exhibit Index

 

70

Exhibits

 

 

 

 

LEHMAN BROTHERS HOLDINGS INC.

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 28 and February 29

  2005

  2004


Revenues            
Principal transactions   $ 2,195   $ 1,739
Investment banking     683     508
Commissions     411     390
Interest and dividends     3,884     2,304
Asset management and other     218     184

  Total revenues     7,391     5,125
Interest expense     3,581     1,981

  Net revenues     3,810     3,144


Non-Interest Expenses

 

 

 

 

 

 
Compensation and benefits     1,886     1,566
Technology and communications     200     170
Brokerage and clearance fees     120     107
Occupancy     119     102
Professional fees     62     47
Business development     53     44
Other     64     57
Real estate reconfiguration charge         19

  Total non-interest expenses     2,504     2,112

Income before taxes and dividends on trust preferred securities     1,306     1,032
Provision for income taxes     431     338
Dividends on trust preferred securities         24

  Net income   $ 875   $ 670

  Net income applicable to common stock   $ 856   $ 653

Earnings per common share            
  Basic   $ 3.07   $ 2.37
  Diluted   $ 2.91   $ 2.21
Dividends paid per common share   $ 0.20   $ 0.16

See Notes to Consolidated Financial Statements.



- -3-



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

In millions

  February 28,
2005

  November 30,
2004


Assets            
Cash and cash equivalents   $ 5,931   $ 5,440
Cash and securities segregated and on deposit for regulatory and other purposes     4,278     4,085
Securities and other inventory positions owned
(includes $32,601 in 2005 and $27,418 in 2004 pledged as collateral)
    152,963     144,468
Securities received as collateral     3,767     4,749

Collateralized agreements:

 

 

 

 

 

 
  Securities purchased under agreements to resell     87,196     95,535
  Securities borrowed     81,790     74,294

Receivables:

 

 

 

 

 

 
  Brokers, dealers and clearing organizations     3,554     3,400
  Customers     12,278     13,241
  Others     2,229     2,122

Property, equipment and leasehold improvements
(net of accumulated depreciation and amortization of $1,278 in 2005 and $1,187 in 2004)

 

 

2,969

 

 

2,988
Other assets     3,463     3,562
Identifiable intangible assets and goodwill
(net of accumulated amortization of $223 in 2005 and $212 in 2004)
    3,274     3,284

Total assets   $ 363,692   $ 357,168

See Notes to Consolidated Financial Statements.



- -4-


LEHMAN BROTHERS HOLDINGS INC.
CONSOLIDATED STATEMENT of FINANCIAL CONDITION—(Continued)
(Unaudited)

In millions, except per share data

  February 28,
2005

  November 30,
2004

 

 
Liabilities and Stockholders' Equity              
Commercial paper and short-term debt   $ 3,079   $ 2,857  
Securities and other inventory positions sold but not yet purchased     97,209     96,281  
Obligation to return securities received as collateral     3,767     4,749  
Collateralized financing:              
  Securities sold under agreements to repurchase     104,951     105,956  
  Securities loaned     14,416     14,158  
  Other secured borrowings     11,340     11,621  
Payables:              
  Brokers, dealers and clearing organizations     3,808     1,705  
  Customers     40,925     37,824  
Accrued liabilities and other payables     9,077     10,611  
Long-term debt:              
  Senior notes     56,213     53,561  
  Subordinated indebtedness     3,153     2,925  

 
Total liabilities     347,938     342,248  

Commitments and contingencies

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 
Preferred stock     1,345     1,345  
Common stock, $0.10 par value;              
  Shares authorized: 600,000,000 in 2005 and 2004;              
  Shares issued: 299,846,283 in 2005 and 297,796,197 in 2004;              
  Shares outstanding: 275,429,512 in 2005 and 274,159,411 in 2004     30     30  
Additional paid-in capital     6,127     5,865  
Accumulated other comprehensive income (net of tax)     (13 )   (19 )
Retained earnings     10,039     9,240  
Other stockholders' equity, net     889     741  
Common stock in treasury, at cost: 24,416,771 shares in 2005
    and 23,636,786 shares in 2004
    (2,663 )   (2,282 )

 
Total stockholders' equity     15,754     14,920  

 
Total liabilities and stockholders' equity   $ 363,692   $ 357,168  

 

See Notes to Consolidated Financial Statements.



- -5-



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

In millions
Quarter ended February 28 and February 29

  2005

  2004

 

 
Cash Flows From Operating Activities              
Net income   $ 875   $ 670  
Adjustments to reconcile net income to net cash used in operating activities:              
  Depreciation and amortization     107     110  
  Tax benefit from the issuance of stock-based awards     165     115  
  Amortization of deferred stock compensation     168     154  
  Real estate reconfiguration charge         19  
  Other adjustments     14     29  
  Net change in:              
    Cash and securities segregated and on deposit for regulatory and other purposes     (193 )   (533 )
    Securities and other inventory positions owned     (8,890 )   (6,911 )
    Resale agreements, net of repurchase agreements     7,334     1,612  
    Securities borrowed, net of securities loaned     (7,238 )   (9,643 )
    Other secured borrowings     (281 )   1,663  
    Receivables from brokers, dealers and clearing organizations     (154 )   (973 )
    Receivables from customers     963     (980 )
    Securities and other inventory positions sold but not yet purchased     665     6,478  
    Payables to brokers, dealers and clearing organizations     2,103     (442 )
    Payables to customers     3,101     2,264  
    Accrued liabilities and other payables     (1,546 )   (790 )
    Other operating assets and liabilities, net     (15 )   11  

 
Net cash used in operating activities     (2,822 )   (7,147 )

 
Cash Flows From Financing Activities              
Derivative contracts with a financing element     263     30  
Issuance of commercial paper and short-term debt, net     222     937  
Issuance of senior notes     6,676     5,937  
Principal payments of senior notes     (3,642 )   (773 )
Issuance of subordinated indebtedness     239      
Principal payments of subordinated indebtedness         (227 )
Issuance of common stock     79     19  
Issuance of preferred stock         130  
Purchase of treasury stock     (771 )   (627 )
Issuance of treasury stock     386     214  
Dividends paid     (76 )   (65 )

 
Net cash provided by financing activities     3,376     5,575  

 
Cash Flows From Investing Activities              
Purchase of property, equipment and leasehold improvements, net     (63 )   (194 )
Business acquisitions, net of cash acquired         (134 )

 
Net cash used in investing activities     (63 )   (328 )

 
Net change in cash and cash equivalents     491     (1,900 )
Cash and cash equivalents, beginning of period     5,440     7,922  

 
Cash and cash equivalents, end of period   $ 5,931   $ 6,022  

 
Supplemental Disclosure of Cash Flow Information (in millions):              
Interest paid totaled $3,755 and $2,056 in 2005 and 2004, respectively.              
Income taxes paid totaled $289 and $231 in 2005 and 2004, respectively.              

 

See Notes to Consolidated Financial Statements.



- -6-



LEHMAN BROTHERS HOLDINGS INC.
Notes to Consolidated Financial Statements

Contents

 
   
  Page
Number

Note 1   Summary of Significant Accounting Policies   8

Note 2

 

Securities and Other Inventory Positions

 

14

Note 3

 

Derivative Financial Instruments

 

14

Note 4

 

Securitizations and Other Off-Balance-Sheet Arrangements

 

16

Note 5

 

Securities Pledged as Collateral

 

18

Note 6

 

Long-Term Debt

 

19

Note 7

 

Commitments and Contingencies

 

20

Note 8

 

Earnings per Common Share

 

23

Note 9

 

Capital Requirements

 

23

Note 10

 

Employee Benefit Plans

 

24

Note 11

 

Real Estate Reconfiguration Costs

 

24

Note 12

 

Business Segments

 

25

Note 13

 

Condensed Consolidating Financial Statement Schedules

 

26


- -7-



LEHMAN BROTHERS HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)


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"). We are 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., European, and Asian subsidiaries of Holdings are Lehman Brothers Inc. ("LBI"), a U.S. registered broker-dealer, Lehman Brothers International (Europe) ("LBIE"), an authorized investment firm in the United Kingdom and Lehman Brothers Japan, a registered securities company in Japan, respectively. All material intercompany accounts and transactions have been 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 "2004 Consolidated Financial Statements") included in Holdings' Annual Report on Form 10-K for the fiscal year ended November 30, 2004 (the "Form 10-K"). The Consolidated Statement of Financial Condition at November 30, 2004 included in this Form 10-Q for the quarter ended February 28, 2005 was derived from the 2004 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 positions, particularly over-the-counter ("OTC") derivatives, certain high yield positions, private equity and other principal investments, certain non-investment grade retained interests, certain commercial mortgage loans and investments, and certain investments in real estate. Additionally, significant management estimates are required in assessing the realizability of deferred tax assets, the outcome of litigation, determining the allocation of the cost of acquired businesses to identifiable intangible assets and goodwill, and determining the components of the real estate reconfiguration charges. Management believes the estimates used in preparing the 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 year'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 revised in December 2003 ("FIN 46R"), defines the criteria necessary to be considered an operating company (i.e., a voting-interest entity) 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. As required by SFAS 94, we consolidate 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. 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. 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.



- -8-


LEHMAN BROTHERS HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)

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 generally can be described as an entity whose permitted activities are limited to passively holding financial assets and distributing cash flows to investors 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. In 2004 we 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.

At February 28, 2005, we owned all the common equity of four Delaware business trusts formed for the purpose of (a) issuing trust securities representing ownership interests in the assets of the trust; (b) investing the gross proceeds of the trust securities in junior subordinated debentures of Holdings; and (c) engaging in activities necessary or incidental thereto. In connection with the adoption of FIN 46R, we were required to deconsolidate the trusts that issue the trust securities. Accordingly, at February 28, 2005 and November 30, 2004, Subordinated indebtedness included junior subordinated debentures issued to the trusts that at November 30, 2003 and prior period ends were classified as Preferred securities subject to mandatory redemption. Dividends on Preferred securities subject to mandatory redemption, which were presented as Dividends on trust preferred securities in the Consolidated Statement of Income through February 29, 2004, are included in Interest expense subsequent to February 29, 2004.

Revenue Recognition Policies

Principal transactions.    Financial instruments classified as 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 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.



- -9-


LEHMAN BROTHERS HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)

Investment banking.    Underwriting revenues, net of related underwriting expenses, and revenues for merger and 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 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. In certain circumstances, we receive incentive fees when the return on assets under management exceeds specified benchmarks. Such incentive fees generally are based on investment performance over a twelve-month period and are not subject to adjustment after the measurement period ends. Accordingly, such incentive fees are recognized when the measurement period ends in Asset management and other revenues in the Consolidated Statement of Income.

Private equity incentive fees.    We receive incentive fees when the return on certain private equity funds' investments exceeds specified threshold returns. Incentive fees typically are based on investment periods in excess of one year, and future investment underperformance could require amounts previously distributed to us to be returned to the funds. Accordingly, incentive fees are recognized in income when all material contingencies have been substantially resolved.

Interest revenue and 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

Financial instruments classified as 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 also are recorded at fair value, with unrealized gains or losses recognized in Principal transactions in the Consolidated Statement of Income. We account for real estate positions held for sale at the lower of cost or fair value with gains or losses recognized in Principal transactions in the Consolidated Statement of Income. 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 and other inventory positions 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. Cash collateral received is netted on a counterparty basis, provided legal right of offset exists. 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



- -10-


LEHMAN BROTHERS HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)

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. Credit-related valuation adjustments incorporate historical experience and estimates of expected losses. 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.

We follow Emerging Issues Task Force ("EITF") Issue No. 02-3, "Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved In Energy Trading and Risk Management Activities" ("EITF 02-3") when marking to market our derivative contracts. Under EITF 02-3, 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. Subsequent to the transaction date, we recognize such valuation adjustments in the period in which the valuation of such instrument becomes observable.

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 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. 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.

Private equity investments.    We carry our private equity investments, including our partnership interests, at fair value based on our assessment of each underlying investment. The carrying basis of these investments generally is not increased until an observable market event (e.g., a financing or an initial public offering) occurs to justify an increase in the carrying basis. However, the carrying basis of an investment is reduced if an observable market event occurs to justify a decrease in the carrying basis or if we otherwise determine the expected realizable value of the investment is less than the carrying value.

Securities Received as Collateral and Obligation to Return Securities Received as Collateral

When we act as the lender in a securities lending agreement and we receive securities that can be pledged or sold as collateral, we recognize in the Consolidated Statement of Financial Condition an asset, representing the securities received (Securities received as collateral) and a liability, representing the obligation to return those securities (Obligation to return securities received as collateral).

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



- -11-


LEHMAN BROTHERS HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)

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 unrealized gains and losses reflected in Principal transactions 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 principally reflects non-recourse financing, and is recorded at contractual amounts plus accrued interest.

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 periodically and whenever events or changes in circumstances indicate the carrying amounts of the assets may be impaired. 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

Identifiable intangible assets with finite lives are amortized over their expected useful lives. Identifiable 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 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 our results of operations or financial condition. See "Accounting Developments" below for a discussion of SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS 123R"), which the FASB issued in December 2004.



- -12-


LEHMAN BROTHERS HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)

The following table illustrates the effect on net income and earnings per share for the quarters ended February 28, 2005 and February 29, 2004, if the fair-value-based retroactive method prescribed by SFAS 123 had been applied to all awards granted prior to fiscal year 2004.

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

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

  2005

  2004

 

 
Net income, as reported   $ 875   $ 670  
Add: stock-based employee compensation expense included in reported net income, net of related tax effect     98     89  
Deduct: stock-based employee compensation expense determined under the fair-value-based method for all awards, net of related tax effect     (117 )   (130 )

 
Pro forma net income   $ 856   $ 629  

 
Earnings per share:              
  Basic, as reported   $ 3.07   $ 2.37  
  Basic, pro forma     3.00     2.22  
  Diluted, as reported     2.91     2.21  
  Diluted, pro forma     2.87     2.11  

 

Earnings per Common Share

We compute 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. See Note 8 to the Consolidated Financial Statements for additional information about EPS.

Income Taxes

We account for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes," ("SFAS 109"). We recognize 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. We record 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.

Cash Equivalents

Cash equivalents include highly liquid investments not held for resale with maturities of three months or less when we acquire them.

Foreign Currency Translation

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.

Accounting Developments

In December 2004 the FASB issued SFAS 123R. We must adopt SFAS 123R by our 2005 fourth quarter. SFAS 123R requires public companies to recognize expense in the income statement for the grant-date fair value of awards of equity instruments to employees. Expense is to be recognized over the period during which employees are required to provide service. SFAS 123R also clarifies and expands the guidance in SFAS 123 in several areas, including measuring fair value and attributing compensation cost to reporting periods. For periods before the required effective date, companies may elect to apply a modified version of retrospective application under which



- -13-