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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Form 10-K

(Mark One)

ý

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

 

 

 

For the fiscal year ended November 30, 2002

 

 

 

OR

 

¨

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

 

13-3216325

(State or other jurisdiction of
 incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

745 Seventh Avenue New York, New York

 

10019

(Address of principal executive offices)

 

(Zip Code)

 

 

 

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Name of each exchange
on which registered

Common Stock, $.10 par value

 

New York Stock Exchange Pacific Exchange

Depositary Shares representing 5.94% Cumulative Preferred Stock, Series C

 

New York Stock Exchange

Depositary Shares representing 5.67% Cumulative Preferred Stock, Series D

 

New York Stock Exchange

Depositary Shares representing Fixed/Adjustable Rate Cumulative Preferred Stock, Series E

 

New York Stock Exchange

7.875% Trust Preferred Securities, Series J, of Subsidiary Trust (and Registrant’s guarantee thereof)

 

New York Stock Exchange

8% Trust Preferred Securities, Series I, of Subsidiary Trust (and Registrant’s guarantee thereof)

 

New York Stock Exchange

8% Yield Enhanced Equity Linked Debt Securities Plus Due November 13, 2003, Based Upon a Basket of Five Technology Stocks

 

American Stock Exchange

10 Uncommon Values Index Basket Adjusting Structured Equity Securities Notes Due 2003

 

American Stock Exchange

10 Uncommon Values Index Basket Adjusting Structured Equity Securities Notes Due 2004

 

American Stock Exchange

10 Uncommon Values Index Basket Adjusting Structured Equity Securities Notes, Series B, Due 2004

 

American Stock Exchange

10 Uncommon Values Index Risk Adjusting Equity Range Securities Plus Notes Due July 3, 2003

 

American Stock Exchange

10 Uncommon Values Index Risk Adjusting Equity Range Securities Plus Notes Due July 2, 2004

 

American Stock Exchange

10 Uncommon Values Index Stock Upside Note Securities Notes Due July 3, 2004

 

American Stock Exchange

10 Uncommon Values Index Stock Upside Note Securities Notes Due July 2, 2005

 

American Stock Exchange

Dow Jones Industrial Average 112.5% Minimum Redemption PrincipalPlus Stock Upside Note Securities Due August 5, 2007

 

American Stock Exchange

Dow Jones Internet Index Stock Upside Note Securities Due November 10, 2004

 

American Stock Exchange

NASDAQ-100 Index 109% Minimum Redemption Stock Upside Note Securities Due April 26, 2004

 

American Stock Exchange

Notes due November 14, 2007-Performance Linked to Marsh & McLennan Companies, Inc. (MMC) Common Stock

 

American Stock Exchange

Notes due November 14, 2007-Performance Linked to Pfizer Inc. (PFE) Common Stock

 

American Stock Exchange

Portfolio Risk Adjusting Equity Range Securities Notes Due August 14, 2003, Based Upon a Basket of Ten Stocks

 

American Stock Exchange

Prudential Research Universe Diversified Equity Notes Due December 29, 2004

 

American Stock Exchange

Prudential Research Universe Diversified Equity Notes Due July 2, 2006, Linked to a Basket of Healthcare Stocks

 

American Stock Exchange

S&P 500 Index Stock Upside Note Securities Due April 30, 2005

 

American Stock Exchange

S&P 500 Index Stock Upside Note Securities Due December 26, 2006

 

American Stock Exchange

S&P 500 Index Stock Upside Note Securities Due February 5, 2007

 

American Stock Exchange

S&P 500 Index Stock Upside Note Securities Due September 27, 2007

 

American Stock Exchange

S&P 500 Index Stock Upside Note Securities Due August 5, 2008

 

American Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act: None

 

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

 

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

 

The aggregate market value of the voting and nonvoting common equity held by non-affiliates of the Registrant at May 31, 2002 (the last business day of the Registrant’s most recently completed second fiscal quarter) was approximately $14,229,420,000.  As of that date, 233,269,163 shares of the Registrant’s Common Stock, $.10 par value per share, were held by non-affiliates.  For purposes of this information, the outstanding shares of Common Stock that were and that may be deemed to have been beneficially owned by directors and executive officers of the Registrant were deemed to be shares of common stock held by affiliates at that date.

 

As of February 14, 2003, 242,519,083 shares of the Registrant’s Common Stock, $.10 par value per share, were issued and outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE:

 

(1) Lehman Brothers Holdings Inc. 2002 Annual Report to Stockholders (the “2002 Annual Report”)—Incorporated in part in Parts I, II and IV.

(2) Lehman Brothers Holdings Inc. Definitive Proxy Statement for its 2003 Annual Meeting of Stockholders (the “Proxy Statement”)—Incorporated in part in Parts III and IV.

 

 



 

TABLE OF CONTENTS

 

AVAILABLE INFORMATION

 

3

 

 

PART I

 

ITEM 1.

BUSINESS

 

4

ITEM 2.

PROPERTIES

 

12

ITEM 3.

LEGAL PROCEEDINGS

 

13

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

19

 

 

PART II

 

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

20

ITEM 6.

SELECTED FINANCIAL DATA

 

20

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

20

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

20

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

20

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

20

 

 

PART III

 

ITEM 10.

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

 

21

ITEM 11.

EXECUTIVE COMPENSATION

 

21

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

21

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

21

ITEM 14.

CONTROLS AND PROCEDURES

 

21

 

 

PART IV

 

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

 

22

 

 

SIGNATURES

 

25

 

 

CERTIFICATIONS

 

26

 

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

 

F-1

 

 

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

 

F-2

 

 

EXHIBIT INDEX

 

 

EXHIBITS

 

2



 

AVAILABLE INFORMATION

 

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

 

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

 

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

 

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PART I

 

ITEM 1. BUSINESS

 

As used herein, “Holdings” or the “Registrant” means Lehman Brothers Holdings Inc., a Delaware corporation, incorporated on December 29, 1983. Holdings and its subsidiaries are collectively referred to as the “Company,” the “Firm” or “Lehman Brothers,” and Lehman Brothers Inc., a Delaware corporation and the principal subsidiary of Holdings, is referred to herein as “LBI.”

 

The Company is one of the leading global investment banks, serving institutional, corporate, government and high-net-worth individual clients and customers. Its executive offices are located at 745 Seventh Avenue, New York, New York 10019, and its telephone number is (212) 526-7000.

 

Forward–Looking Statements

 

Some of the statements contained or incorporated by reference in this Report, including those relating to the Company’s strategy and other statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions, are forward–looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. These statements are not historical facts but instead represent only the Firm’s expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict, which may include market, credit or counterparty, liquidity, legal and operational risks.  Those risks and uncertainties include, but are not limited to:

 

                  Market Fluctuations and Volatility.  Changes in interest and foreign exchange rates, securities and commodities valuations and increases in volatility can increase risk, and may also impact customer flow related revenues in the Company’s Capital Markets and Client Services businesses, as well as impact the volume of debt and equity underwritings and merger and acquisition transactions.

 

                  Industry Competition and Changes in Competitive Environment.  Increased competition from both banking institutions and non-traditional financial services providers and from industry consolidation could impact fees earned from the Company’s investment banking and capital markets businesses.

 

                  Investor Sentiment.  This past year has seen a record number of accounting and corporate governance scandals, which have had a significant impact on investor confidence in the marketplace.  In addition, geopolitical concerns about possible military action and terrorist activities can have an effect on the global financial markets.

 

                  Liquidity.  Liquidity risk management is of critical importance to the Company.  Liquidity could be impacted by the inability to access the long-term or short-term debt markets or the repurchase and securities lending markets. However, the Company’s liquidity and funding policies have been designed with the goal of providing sufficient liquidity resources to continually fund its balance sheet and to meet all obligations in all market environments.

 

                  Credit Ratings.  The Company’s access to the unsecured funding markets is dependent upon the Company’s credit ratings.  A reduction in the Company’s credit ratings could adversely affect the Company’s access to liquidity alternatives and its competitive position, and could increase the cost of funding, or trigger additional collateral requirements.

 

                  Credit Exposure.  Credit risk represents the possibility that a counterparty will be unable to honor its contractual obligations to the Company.  Although the Company actively manages daily credit risk exposure as part of its risk management framework, counterparty default risk may arise from unforeseen events or circumstances.

 

                  Legal/Regulatory.  Legal risks include litigation (see “Item 3—Legal Proceedings” herein) and legislative and regulatory developments in the United States and other jurisdictions, which could have unforeseeable impacts on the Firm’s businesses and results.

 

4



 

The Firm’s actual results and financial condition may differ, perhaps materially, from the anticipated results and financial condition in any forward–looking statements, and, accordingly, readers are cautioned not to place undue reliance on such statements. For more information concerning the risks and other factors that could affect the Firm’s future results and financial condition, see “Management’s Discussion and Analysis” in the 2002 Annual Report.  The Company undertakes no obligation to update any forward–looking statements, whether as a result of new information, future events or otherwise.

 

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 the United States, Europe, the Middle East, Latin America and the Asia Pacific region. The Company is engaged primarily in providing financial services. Other businesses in which the Company is engaged represent less than 10 percent of consolidated assets, revenues or pre-tax income.

 

The Company’s business includes capital raising for clients through securities underwriting and direct placements, corporate finance and strategic advisory services, private equity investments, securities sales and trading, research, and the trading of foreign exchange and derivative products and certain commodities. The Company acts as a market–maker in all major equity and fixed income products in both the U.S. and international markets. Lehman Brothers is a member of all principal securities and commodities exchanges in the United States, as well as the National Association of Securities Dealers, Inc. (“NASD”), and holds memberships or associate memberships on several principal international securities and commodities exchanges, including the London, Tokyo, Hong Kong, Frankfurt, Paris and Milan stock exchanges.

 

Lehman Brothers provides a full array of capital market products and advisory services worldwide. Through the Company’s investment banking, trading, research, structuring and distribution capabilities in equity and fixed income products, the Company continues its focus of building its client/customer business model. These “customer flow” activities represent a majority of the Company’s revenues. In addition to its customer flow activities, the Company also takes proprietary positions, the success of which is dependent on its ability to anticipate economic and market trends. The Company believes its customer flow orientation mitigates its overall revenue volatility.

 

The Company operates in three business segments (each of which is described below): Investment Banking, Capital Markets and Client Services. Financial information concerning the Company for the fiscal years ended November 30, 2002, November 30, 2001, and November 30, 2000, including the amount of net revenue contributed by each segment in such periods, is set forth in the Consolidated Financial Statements and the Notes thereto in the 2002 Annual Report and is incorporated herein by reference. Information with respect to the Company’s operations by segment and net revenues by geographic area is set forth under the captions “Management’s Discussion and Analysis—Segments” and “—Geographic Diversification” and in Note 21 of the Notes to Consolidated Financial Statements in the 2002 Annual Report and is incorporated herein by reference.

 

Investment Banking

 

Lehman Brothers’ Investment Banking professionals are responsible for developing and maintaining relationships with issuer clients, gaining a thorough understanding of their specific needs and bringing together the full resources of Lehman Brothers to accomplish their financial and strategic objectives. Investment Banking is organized into industry, geographic and product coverage groups, enabling individual bankers to develop specific expertise in particular industries and markets. Industry coverage groups include Communications & Media, Consumer/Retailing, Financial Institutions, Financial Sponsors, Healthcare, Industrial, Natural Resources, Power, Real Estate and Technology. Where appropriate, specialized product groups are partnered with the global industry and geographic groups to provide tailor-made solutions for Lehman Brothers’ clients. These product groups include Equity Capital Markets, which consists of equity and equity–related securities and derivatives, Debt Capital Markets, which incorporates expertise in syndicate, liability management, derivatives and bank loan syndication, Private Placements, Leveraged Finance and Mergers &

 

5



 

Acquisitions/Strategic Advisory Services. Geographically, Lehman Brothers maintains investment banking offices in seven cities in the U.S. and in sixteen cities in Europe, the Middle East, Asia and Latin America. The high degree of integration among the Company’s industry, product and geographic groups has allowed Lehman Brothers to become a leading source of one–stop financial solutions for its global clients.

 

Mergers & Acquisitions/Strategic Advisory.  Lehman Brothers has a long history of providing strategic advisory services to corporate, institutional and government clients around the world on a wide range of financial matters, including mergers and acquisitions, restructurings and spin-offs, targeted stock transactions, share repurchase strategies, government privatization programs, takeover defenses and other strategic advice.

 

Underwriting.  The Company is a leading underwriter of initial and other public and private offerings of equity and fixed income securities, including listed and over-the-counter securities, government and agency securities and mortgage– and asset–backed securities.

 

Capital Markets

 

Lehman Brothers combines the skills from the sales, trading and research areas of its Equities and Fixed Income Divisions to serve the financial needs of the Company’s clients and customers. This integrated approach enables Lehman Brothers to structure and execute global transactions for clients and to provide worldwide liquidity in marketable securities.

 

Equities

 

The Equities group is responsible for the Company’s equity operations and all dollar and non-dollar equity and equity–related products worldwide. These products include listed and over-the-counter securities, American Depositary Receipts, convertibles, options, warrants and derivatives.

 

Equity Cash Products.  Lehman Brothers makes markets in equity and equity–related securities, and executes block trades on behalf of clients and customers. The Company participates in the global equity and equity–related markets in all major currencies through its worldwide presence and membership in major stock exchanges, including, among others, those in New York, London, Tokyo, Hong Kong, Frankfurt, Paris and Milan.

 

Equity Derivatives.  Lehman Brothers offers equity derivative capabilities across a wide spectrum of products and currencies, including domestic and international portfolio trading, listed options and futures and over-the-counter derivatives. The Firm’s equity derivatives business is organized into two major product areas: a global volatility business, encompassing options–related products, and a global portfolio trading business that specializes in agency/risk baskets and other structured products.

 

Equity Finance.  Lehman Brothers maintains an integrated Equity Financing and Prime Broker business to provide liquidity to its clients and customers and supply a source of secured financing for the Firm. Equity Financing provides financing in all markets on a margin basis for customer purchases of equities and other capital markets products as well as securities lending and short–selling facilitation. The Prime Broker business also engages in full operations, clearing and processing services for that unit’s customers.

 

Arbitrage.  Lehman Brothers engages in a variety of arbitrage activities including “riskless” arbitrage, where the Company seeks to benefit from temporary price discrepancies that occur when a security is traded in two or more markets, and “risk” arbitrage activities, which involve the purchase of securities at discounts from the expected values that would be realized if certain proposed or anticipated corporate transactions (such as mergers, acquisitions, recapitalizations, exchange offers, reorganizations, bankruptcies, liquidations or spin-offs) were to occur. Lehman Brothers’ arbitrage activities benefit from the Company’s presence in the global capital markets, access to advanced information technology, in-depth market research, proprietary risk management tools and general experience in assessing rapidly changing market conditions.

 

6



 

Fixed Income

 

Lehman Brothers actively participates in all key fixed income markets worldwide and maintains a 24-hour trading presence in global fixed income securities. The Company is a preeminent market–maker in new issue and other fixed income securities.

 

Fixed Income businesses include the following:

 

Government and Agency Obligations.  Lehman Brothers is one of the leading primary dealers in U.S. government securities, as designated by the Federal Reserve Bank of New York, participating in the underwriting and market–making of U.S. Treasury bills, notes and bonds, and securities of federal agencies. The Company is also a market–maker in the government securities of all G7 countries, and participates in other major European and Asian government bond markets.

 

Corporate Debt Securities and Loans.  Lehman Brothers makes markets in fixed and floating rate investment grade debt worldwide. The Company is also a major participant in the preferred stock market, managing numerous offerings of long-term and perpetual preferreds and auction rate securities.

 

High Yield Securities and Leveraged Bank Loans.  The Company also makes markets in non-investment grade debt securities and bank loans. Lehman Brothers provides “one-stop” leveraged financing solutions for corporate and financial acquirers and high yield issuers, including multi–tranche, multi–product acquisition financing. The Company remains one of the leading investment banks in the syndication of leveraged loans.

 

Money Market Products.  Lehman Brothers holds leading market positions in the origination and distribution of medium-term notes and commercial paper. The Company is an appointed dealer or agent for numerous active commercial paper and medium-term note programs on behalf of companies and government agencies worldwide.

 

Mortgage and Asset–Backed Securities.  The Company is a leading underwriter of and market–maker in residential and commercial mortgage– and asset–backed securities and is active in all areas of secured lending, structured finance and securitized products. Lehman Brothers underwrites and makes markets in the full range of U.S. agency–backed mortgage products, mortgage–backed securities, asset–backed securities and whole loan products. It is also a leader in the global market for residential and commercial mortgages (including multi–family financing) and leases . The Company also originates mortgage loans directly through its subsidiary savings bank, Lehman Brothers Bank, FSB.  In addition, Lehman Brothers engages in select investments in commercial and residential properties.

 

Municipal and Tax-Exempt Securities.  Lehman Brothers is a major dealer in municipal and tax-exempt securities, including general obligation and revenue bonds, notes issued by states, counties, cities, and state and local governmental agencies, municipal leases, tax-exempt commercial paper and put bonds.

 

Financing.  The Company’s Financing Unit engages in three primary functions: managing the Company’s matched book activities, supplying secured financing to customers, and providing funding for the Company’s activities. Matched book funding involves borrowing and lending cash on a short-term basis to institutional customers collateralized by marketable securities, typically government or government agency securities. The Company enters into these agreements in various currencies and seeks to generate profits from the difference between interest earned and interest paid. The Financing Unit works with the Company’s institutional sales force to identify customers that have cash to invest and/or securities to pledge to meet the financing and investment objectives of the Company and its customers. Financing also coordinates with the Company’s Treasury area to provide collateralized financing for a large portion of the Company’s securities and other financial instruments owned. In addition to its activities on behalf of its U.S. clients and customers, the Company is a major participant in the European and Asian repurchase agreement markets, providing secured financing for the Firm’s customers in those regions.

 

Fixed Income Derivatives.  The Company offers a broad range of derivative, interest rate and credit products and services. Derivatives professionals are integrated into all of the Company’s fixed income areas in response to the worldwide convergence of the cash and derivative markets.

 

7



 

Foreign Exchange.  Lehman Brothers’ global foreign exchange operations provide market access and liquidity in all currencies for spot, forward and over-the-counter options markets around the clock. Lehman Brothers offers its customers superior execution, market intelligence, analysis and hedging capabilities, utilizing foreign exchange as well as foreign exchange options and derivatives. Lehman Brothers also provides advisory services to central banks, corporations and investors worldwide, structuring innovative products to fit their specific needs. The Firm makes extensive use of its global macroeconomics research to advise clients on the appropriate strategies to minimize interest rate and currency risk.

 

Lehman Brothers Bank.  Lehman Brothers Bank, FSB, offers traditional and online mortgage and banking services nationally to individuals as well as institutions and their customers on a co-branded basis through its Alliance Partnership Program, which creates strategic partnerships with retail and financial organizations throughout the country.  The Bank is a major part of the Firm’s institutional mortgage business, providing an origination pipeline for mortgages and asset-backed securities.

 

Global Distribution

 

Lehman Brothers’ institutional sales organizations encompass distinct global sales forces that have been integrated into the Fixed Income and Equities Capital Markets businesses to provide investors with the full array of products and research offered by the Firm.

 

Equity Sales.  Lehman Brothers’ institutional Equity sales force provides an extensive range of services to institutional investors through locations in the U.S., Europe and Asia. The Equity sales organization focuses on developing long-term relationships though a comprehensive understanding of customers’ investment objectives, while providing proficient execution and consistent liquidity in a wide range of global equity securities and derivatives.

 

Fixed Income Sales. Lehman Brothers’ Fixed Income sales force is one of the most productive in the industry, serving the investing and liquidity needs of major institutional investors. Employing a relationship management approach that provides superior information flow and product opportunities for the Firm’s customers, the Fixed Income sales organization covers the major share of the buying power in the global fixed income markets.

 

Research

 

Research at Lehman Brothers encompasses the full range of research disciplines, including quantitative, economic, strategic, credit, relative value and market–specific analysis.

 

Equity Research.  To ensure in-depth expertise within various markets, Equity Research has established regional teams on a worldwide basis that are staffed with industry and strategy specialists.

 

Fixed Income Research. The Firm’s Fixed Income Research specialists provide expertise in U.S., European and Asian government and agency securities, derivatives, sovereign issues, corporate securities, high yield, asset– and mortgage–backed securities, indices, emerging market debt and municipal securities.

 

Client Services

 

Client Services includes the Company’s Private Client Services group, a retail–based organization that primarily serves the investment needs of wealthy individuals, and its Private Equity Division, which manages assets through a series of private equity funds and investments.

 

Private Client Services

 

The Company’s Private Client Services group’s investment representatives serve the investment needs of private investors with substantial assets as well as thousands of mid-sized institutional accounts worldwide. The group has investment representatives located in 14 offices around the globe. Investment professionals provide their clients with

 

8



 

direct access to banking, fixed income, equity, foreign exchange and derivative products, as well as the Firm’s research and execution capabilities.

 

Lehman Brothers also provides asset management services, including Investment Consulting Services, a wrap-fee series of third party managed products, management of multiple manager funds onshore and offshore and a managed futures advisory business. The Firm also has dealer agreements with a large number of mutual fund families.

 

Lehman Brothers is expanding its asset management activities to focus on the strategic development of a comprehensive asset management platform for the Firm, drawing on—and providing both individual and institutional clients with access to—Lehman Brothers’ investment advisory expertise across various asset classes and geographies. Those responsibilities include the Firm’s recently established asset management initiatives, such as Lehman Brothers Alternative Investment Management (the Firm’s joint venture with Ehrenkranz & Ehrenkranz) and its investment in the United Kingdom’s Edgeworth Capital.  In January 2003, Lehman Brothers acquired the fixed income investment management business of Lincoln Capital Management, which will become the Firm’s U.S. institutional fixed income management platform for large institutional investors.

 

Private Equity

 

The Company currently has over $4.5 billion in Private Equity assets under management, primarily in five asset classes: Merchant Banking, Venture Capital, Real Estate, Fixed Income-related and Third Party Funds. The primary goal of each asset class is to make investments that provide attractive risk-adjusted returns to investors, including institutions, high-net-worth individuals, the Firm and certain employees of the Firm.

 

Merchant Banking.  Lehman Brothers’ merchant banking activities include making principal equity investments, often in partnership with clients of the Firm. Merchant banking seeks to partner with proven operating teams that have compelling business strategies and growth plans, with the aim of creating long-term value for investors.

 

Venture Capital.  Lehman Brothers’ venture capital funds are focused on making growth-oriented equity investments in technology, communications and healthcare companies.  Venture capital investments focus on companies capable of turning innovative technology and management solutions into successful businesses.

 

Real Estate.  Lehman Brothers’ Real Estate Fund is focused on making real estate equity investments in North America and Europe in a wide variety of commercial and residential properties, real estate companies and related service businesses.

 

Fixed Income-related.  This asset class is currently comprised of two investing activities:   European mezzanine investments and collateralized debt obligation (CDO)-related  investments.

 

Third Party Funds.  This asset class consists of investment activities related to non-affiliated partnerships, including a fund-of-funds for investments in other private equity funds, purchasing secondary limited partnership interests in existing private equity funds and managing co-investment programs on behalf of large institutional investors.

 

Commitments for all of the Firm’s private equity funds are raised in private placements not requiring registration under the Securities Act of 1933.

 

Technology and e-Commerce

 

Lehman Brothers is committed to maintaining a technology platform to deliver a full range of capital markets information and services to its institutional and high–net–worth client base. The Firm-wide e-Commerce organization, which brings together senior management from all of the Firm’s global business areas, has developed the Firm’s overall e-commerce strategy, approves all e-commerce investments and provides a forum to share e-commerce knowledge and new developments across the Firm’s businesses and geographies. The Firm’s e-commerce strategy focuses on client and markets connectivity, content and strategic ventures. Lehman Brothers has an integrated client and employee web site, LehmanLive, which serves as a complete suite of services, including research and analytics, trade and post-trade

 

9



 

(clearing and settlement information, risk management and prime brokerage) information and employee applications.  Lehman Brothers has made many strategic investments and is a participant in a number of institutional trading networks in the U.S., Europe and Asia. Notable investments include TradeWeb, MarketAxess and SecuritiesHub in Fixed Income, and TheMarkets.com, EquiLend, Redi/Arca and NYFIX Millennium in Equities. Additionally, Lehman Brothers has supported the global expansion of NASDAQ with an investment in its U.S. and European ventures.