SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 1999
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 (I.R.S. Employer Identification No.)
incorporation or organization)
3 World Financial Center
New York, New York 10285
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (212) 526-7000
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 X No ______
As of September 30, 1999, 120,014,016 shares of the Registrant's Common Stock,
par value $.10 per share, were outstanding.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED AUGUST 31, 1999
INDEX
Part I. FINANCIAL INFORMATION Page
Number
Item 1. Financial Statements - (unaudited)
Consolidated Statement of Income -
Three and Nine Months Ended
August 31, 1999 and 1998............................... 3
Consolidated Statement of Financial Condition -
August 31, 1999 and November 30, 1998.................. 5
Consolidated Statement of Cash Flows -
Nine Months Ended 7
August 31, 1999 and 1998...............................
Notes to Consolidated Financial Statements............. 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.......... 16
Part II. OTHER INFORMATION
Item 1. Legal Proceedings...................................... 39
Item 6. Exhibits and Reports on Form 8-K....................... 40
Signature ............................................................... 41
EXHIBIT INDEX .............................................................. 42
Exhibits
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
CONSOLIDATED STATEMENT of INCOME
(Unaudited)
(In millions)
<TABLE>
<CAPTION>
Three months ended
-------------------------------------
August 31 August 31
1999 1998
---------------- ----------------
Revenues
<S> <C> <C>
Principal transactions $ 493 $ 131
Investment banking 498 493
Commissions 151 137
Interest and dividends 3,590 5,254
Other 33 (52)
---------------- ----------------
Total revenues 4,765 5,963
Interest expense 3,409 5,033
---------------- ----------------
Net revenues 1,356 930
---------------- ----------------
Non-interest expenses
Compensation and benefits 688 472
Technology and communications 79 83
Brokerage and clearance 56 63
Business development 33 27
Occupancy 29 29
Professional fees 31 29
Other 23 20
---------------- ----------------
Total non-interest expenses 939 723
---------------- ----------------
Income before taxes and dividends on trust preferred
securities 417 207
Provision for income taxes 112 56
Dividends on trust preferred securities 15
---------------- ----------------
Net income $ 290 $ 151
================ ================
Net income applicable to common stock $ 279 $ 139
================ ================
Earnings per common share
Basic $2.30 $1.15
================ ================
Diluted $2.20 $1.10
================ ================
</TABLE>
See notes to consolidated financial statements.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
CONSOLIDATED STATEMENT of INCOME
(Unaudited)
(In millions)
<TABLE>
<CAPTION>
Nine months ended
-------------------------------------
August 31 August 31
1999 1998
---------------- ----------------
Revenues
<S> <C> <C>
Principal transactions $1,682 $ 1,142
Investment banking 1,286 1,336
Commissions 465 378
Interest and dividends 10,798 13,235
Other 57 6
---------------- ----------------
Total revenues 14,288 16,097
Interest expense 10,359 12,649
---------------- ----------------
Net revenues 3,929 3,448
---------------- ----------------
Non-interest expenses
Compensation and benefits 1,992 1,749
Technology and communications 242 243
Brokerage and clearance 175 183
Business development 91 79
Occupancy 85 87
Professional fees 82 78
Other 70 71
---------------- ----------------
Total non-interest expenses 2,737 2,490
---------------- ----------------
Income before taxes and dividends on trust preferred
securities 1,192 958
Provision for income taxes 334 296
Dividends on trust preferred securities 28
---------------- ----------------
Net income $ 830 $ 662
================ ================
Net income applicable to common stock $ 745 $ 587
================ ================
Earnings per common share
Basic $6.12 $4.86
================ ================
Diluted $5.86 $4.67
================ ================
</TABLE>
See notes to consolidated financial statements.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
CONSOLIDATED STATEMENT of FINANCIAL CONDITION
(Unaudited)
(In millions)
<TABLE>
<CAPTION>
August 31 November 30
1999 1998
------------------ ------------------
ASSETS
<S> <C> <C>
Cash and cash equivalents $ 4,788 $ 3,055
Cash and securities segregated and on deposit for regulatory and other
purposes 1,209 1,183
Securities and other financial instruments owned:
Governments and agencies 28,752 23,680
Mortgages and mortgage-backed 23,090 22,778
Corporate equities 13,662 8,217
Corporate debt and other 10,232 11,160
Derivatives and other contractual agreements 8,652 9,883
Certificates of deposit and other money market instruments 2,717 1,282
------------------ ------------------
87,105 77,000
------------------ ------------------
Collateralized short-term agreements:
Securities purchased under agreements to resell 66,043 42,381
Securities borrowed 28,160 16,341
Receivables:
Brokers, dealers and clearing organizations 2,730 2,298
Customers 8,913 7,758
Others 1,438 1,909
Property, equipment and leasehold improvements (net of accumulated
depreciation and amortization of $866 in 1999 and $810 in 1998) 489 505
Other assets 1,134 1,297
Excess of cost over fair value of net assets acquired (net of accumulated
amortization of $127 in 1999 and $120 in 1998) 140 163
------------------ ------------------
Total Assets $ 202,149 $ 153,890
================== ==================
</TABLE>
See notes to consolidated financialstatements.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
CONSOLIDATED STATEMENT of FINANCIAL CONDITION - (Continued)
(Unaudited)
(In millions, except share data)
<TABLE>
<CAPTION>
August 31 November 30
1999 1998
-------------- ----------------
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Commercial paper and short-term debt $ 6,669 $ 6,657
Securities and other financial instruments sold but not yet purchased:
Governments and agencies 24,847 14,963
Corporate equities 14,095 3,828
Derivatives and other contractual agreements 7,750 8,064
Corporate debt and other 1,723 1,948
-------------- ----------------
48,415 28,803
-------------- ----------------
Collateralized short-term financing:
Securities sold under agreements to repurchase 90,664 67,730
Securities loaned 6,734 3,165
Payables:
Brokers, dealers and clearing organizations 1,701 1,322
Customers 7,384 9,203
Accrued liabilities and other payables 4,065 4,256
Long-term debt:
Senior notes 26,577 23,873
Subordinated indebtedness 3,280 3,468
-------------- ----------------
Total liabilities 195,489 148,477
-------------- ----------------
Commitments and contingencies
Trust preferred securities subject to mandatory redemption 710
STOCKHOLDERS' EQUITY
Preferred stock 758 908
Common stock, $0.10 par value; 300,000,000 shares authorized;
Shares issued: 122,618,798 in 1999 and 121,801,123 in 1998;
Shares outstanding: 120,070,089 in 1999 and 113,657,877 in 1998 12 12
Additional paid-in capital 3,406 3,534
Accumulated other comprehensive income (net of tax) 5 15
Retained earnings 1,817 1,105
Other stockholders' equity, net 87 269
Common stock in treasury, at cost: 2,548,709 shares in 1999 and 8,143,246 in 1998 (135) (430)
-------------- --------------
Total stockholders' equity 5,950 5,413
============== ================
Total liabilities and stockholders' equity $202,149 $153,890
============== ================
</TABLE>
See notes to consolidated financial statements.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
CONSOLIDATED STATEMENT of CASH FLOWS
(Unaudited)
(In millions)
<TABLE>
<CAPTION>
Nine months ended
--------------------------------------
August 31 August 31
1999 1998
----------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITES
<S> <C> <C>
Net income $ 830 $ 662
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation and amortization 71 67
Provisions for losses and other reserves 26 27
Compensation payable in common stock 151 101
Other adjustments 40 35
Net change in:
Cash and securities segregated (26) (456)
Securities and other financial instruments owned (10,105) (13,736)
Securities borrowed (11,819) (7,670)
Receivables from brokers, dealers and clearing organizations (432) (458)
Receivables from customers (1,155) (1)
Securities and other financial instruments sold but not yet purchased 19,612 3,738
Securities loaned 3,569 (1,736)
Payables to brokers, dealers and clearing organizations 379 3,110
Payables to customers (1,819) (926)
Accrued liabilities and other payables (217) (97)
Other operating assets and liabilities, net 437 (285)
----------------- ----------------
Net cash used in operating activities $ (458) $ (17,625)
----------------- ----------------
</TABLE>
See notes to consolidated financial statements.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
CONSOLIDATED STATEMENT of CASH FLOWS (Continued)
(Unaudited)
(In millions)
<TABLE>
<CAPTION>
Nine months ended
-------------------------------------
August 31 August 31
1999 1998
---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITES
<S> <C> <C>
Proceeds from issuance of senior notes $ 7,756 $ 10,042
Principal payments of senior notes (4,821) (2,321)
Proceeds from issuance of subordinated indebtedness 600
Principal payments of subordinated indebtedness (202) (157)
Net proceeds from commercial paper and short-term debt 12 4,885
Resale agreements net of repurchase agreements (728) 7,612
Payments for treasury stock purchases (207) (315)
Dividends paid (117) (99)
Issuances of common stock 12 57
(Redemption) Issuance of preferred stock (150) 444
Issuances of trust preferred securities, net of issuance costs 690
---------------- ----------------
Net cash provided by financing activities 2,245 20,748
---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, equipment and leasehold improvements (54) (76)
---------------- ----------------
Net cash used in investing activities (54) (76)
---------------- ----------------
Net change in cash and cash equivalents 1,733 3,047
---------------- ----------------
Cash and cash equivalents, beginning of period 3,055 1,685
================ ================
Cash and cash equivalents, end of period $ 4,788 $ 4,732
================ ================
</TABLE>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION (in millions)
Interest paid totaled $10,555 and $12,501 for the nine months ended August 31,
1999 and 1998, respectively. Income taxes (received)/paid totaled ($43) and $323
for the nine months ended August 31, 1999 and 1998, respectively.
See notes to consolidated financial statements.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation:
The consolidated financial statements include the accounts of Lehman Brothers
Holdings Inc. ("Holdings") and subsidiaries (collectively, the "Company" or
"Lehman Brothers"). Lehman Brothers is one of the leading global investment
banks serving institutional, corporate, government and high-net-worth individual
clients and customers. The Company's worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by offices in
additional locations in North America, Europe, the Middle East, Latin America
and the Asia Pacific Region. The Company is engaged primarily in providing
financial services. The principal U.S. subsidiary of Holdings is Lehman Brothers
Inc. ("LBI"), a registered broker-dealer. All material intercompany accounts and
transactions have been eliminated in consolidation. The Company's financial
statements have been prepared in accordance with the rules and regulations of
the Securities and Exchange Commission (the "SEC") with respect to the Form 10-Q
and reflect all normal recurring adjustments which are, in the opinion of
management, necessary for a fair presentation of the results for the interim
periods presented. Pursuant to such rules and regulations, certain footnote
disclosures which are normally required under generally accepted accounting
principles have been omitted. It is recommended that these consolidated
financial statements be read in conjunction with the audited consolidated
financial statements included in the Company's Annual Report on Form 10-K for
the twelve months ended November 30, 1998 (the "Form 10-K"). The Consolidated
Statement of Financial Condition at November 30, 1998 was derived from the
audited financial statements.
The nature of the Company's business is such that the results of any interim
period may vary significantly from quarter to quarter and may not be indicative
of the results to be expected for the fiscal year. Certain prior period amounts
reflect reclassifications to conform to the current period's presentation.
2. Long-Term Debt:
During the nine months ended August 31, 1999, the Company issued $7,756 million
of long-term debt (all senior notes). Of the total issuances during the period,
$3,766 million were U.S. dollar fixed rate, $1,793 million were U.S. dollar
floating rate, $2,014 million were foreign currency denominated fixed rate, and
$183 million were foreign currency denominated floating rate. These issuances
were primarily utilized to refinance current maturities of long-term debt in
1999 and to increase total capital (stockholders' equity, long-term debt and
trust preferred securities).
The Company's floating rate new issuances contain contractual interest rates
based primarily on London Interbank Offered Rates ("LIBOR"). All of the
Company's fixed rate new issuances were effectively converted to floating rate
obligations through the use of interest rate swaps. Of the foreign denominated
new issuances totaling $2,197 million, $1,613 million were effectively swapped
to U.S. Dollars, with the remainder match funding foreign currency denominated
capital needs.
The Company had $5,023 million of long-term debt mature during the nine months
ended August 31, 1999.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS
3. Capital Requirements:
The Company operates globally through a network of subsidiaries, with several
being subject to regulatory requirements. In the United States, LBI, as a
registered broker-dealer, is subject to SEC Rule 15c3-1, the Net Capital Rule,
which requires LBI to maintain net capital of not less than the greater of 2% of
aggregate debit items arising from customer transactions, as defined, or 4% of
funds required to be segregated for customers' regulated commodity accounts, as
defined. At August 31, 1999, LBI's regulatory net capital, as defined, of $1,466
million exceeded the minimum requirement by $1,368 million.
Lehman Brothers International (Europe) ("LBIE"), a United Kingdom registered
broker-dealer and subsidiary of Holdings, is subject to the capital requirements
of the Securities and Futures Authority ("SFA") of the United Kingdom. Financial
resources, as defined, must exceed the total financial resources requirement of
the SFA. At August 31, 1999, LBIE's financial resources of approximately $1.7
billion exceeded the minimum requirement by approximately $575 million. Lehman
Brothers Japan Inc.'s Tokyo branch, a regulated broker-dealer, is subject to the
capital requirements of the Japanese Ministry of Finance and, at August 31,
1999, had net capital of approximately $347 million which was approximately $57
million in excess of the specified levels required. Certain other non-U.S.
subsidiaries are subject to various securities, commodities and banking
regulations and capital adequacy requirements promulgated by the regulatory and
exchange authorities of the countries in which they operate. At August 31, 1999,
these other subsidiaries were in compliance with their applicable local capital
adequacy requirements. In addition, the Company's "AAA" rated derivatives
subsidiaries, Lehman Brothers Financial Products Inc. ("LBFP") and Lehman
Brothers Derivative Products Inc. ("LBDP"), have established certain capital and
operating restrictions which are reviewed by various rating agencies. At August
31, 1999, LBFP and LBDP each had capital which exceeded the requirement of the
most stringent rating agency by approximately $144 million and $30 million,
respectively.
The regulatory rules referred to above, and certain covenants contained in
various debt agreements may restrict Holdings' ability to withdraw capital from
its regulated subsidiaries, which in turn could limit its ability to pay
dividends to shareholders.
4. Derivative Financial Instruments:
In the normal course of business, the Company enters into derivative
transactions to satisfy the needs of its clients and to manage the Company's own
exposure to market and credit risk resulting from its trading activities
(collectively, "Trading-Related Derivative Activities").
Derivative transactions entered into for Trading-Related Derivative Activities
are recorded at market or fair value with realized and unrealized gains and
losses recognized currently in Principal transactions in the Consolidated
Statement of Income. Market or fair value for trading-related instruments is
generally determined by either quoted market prices (for exchange-traded futures
and options) or pricing models (for over-the-counter swaps, forwards and
options).
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS
Pricing models utilize a series of market inputs to determine the present value
of future cash flows, with adjustments, as required for credit risk and
liquidity risk. Further valuation adjustments may be recorded, as deemed
appropriate for new or complex products or for positions with significant
concentrations. These adjustments are integral components of the mark-to-market
process. Credit-related valuation adjustments incorporate business and economic
conditions, historical experience, concentrations, estimates of expected losses
and the character, quality and performance of credit sensitive financial
instruments.
Unrealized gains and losses on derivative contracts are recorded on a net basis
in the Consolidated Statement of Financial Condition for those transactions with
counterparties executed under a legally enforceable master netting agreement and
are netted across products when such provisions are stated in the master netting
agreement. Listed in the following table is the fair value and average fair
value of the Company's Trading-Related Derivative Activities. Average fair
values of these instruments were calculated based upon month-end statement of
financial condition values, which the Company believes do not vary significantly
from the average fair value calculated on a more frequent basis. Variances
between average fair values and period-end values are due to changes in the
volume of activities in these instruments and changes in the valuation of these
instruments due to variations in market and credit conditions.
<TABLE>
<CAPTION>
Average Fair Value*
Fair Value* Nine Months Ended
August 31, 1999 August 31, 1999
--------------------------------- -- ---------------------------------
(in millions) Assets Liabilities Assets Liabilities
- -------------------------------------------------------- -------------- -- --------------- -- -------------- --- --------------
<S> <C> <C> <C> <C>
Interest rate and currency swaps and options
(including caps, collars and floors) $ 3,930 $ 2,709 $ 4,377 $ 2,878
Foreign exchange forward contracts and options 1,275 1,114 1,324 1,304
Options on other fixed income securities,
mortgage-backed securities forward contracts and
options 366 401 352 287
Equity contracts (including equity swaps, warrants
and options) 3,030 3,486 2,251 3,123
Commodity contracts (including swaps, forwards
and options) 51 40 57 32
-------------- -- --------------- -- -------------- --- --------------
Total $ 8,652 $ 7,750 $ 8,361 $ 7,624
-------------- -- --------------- -- -------------- --- --------------
</TABLE>
* Amounts represent carrying value (exclusive of non-cash collateral) and do
not include receivables or payables related to exchange-traded futures
contracts.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Average Fair Value*
Fair Value* Twelve Months Ended
November 30, 1998 November 30, 1998
---------------------------------- --------------------------------
(in millions) Assets Liabilities Assets Liabilities
- -------------------------------------------------------- -------------- -- ---------------- -------------- -- --------------
<S> <C> <C> <C> <C>
Interest rate and currency swaps and options
(including caps, collars and floors) $5,877 $3,240 $5,550 $3,361
Foreign exchange forward contracts and options 1,583 1,367 1,724 1,558
Options on other fixed income securities,
mortgage-backed securities forward contracts and
options 224 214 288 264
Equity contracts (including equity swaps, warrants
and options) 2,128 3,167 2,218 2,946
Commodity contracts (including swaps, forwards
and options) 71 76 147 146
-------------- -- ---------------- -------------- -- --------------
Total $9,883 $8,064 $9,927 $8,275
-------------- -- ---------------- -------------- -- --------------
</TABLE>
* Amounts represent carrying value (exclusive of non-cash collateral) and do
not include receivables or payables related to exchange-traded futures
contracts.
Assets included in the table above and on the previous page represent the
Company's unrealized gains, net of unrealized losses for situations in which the
Company has a master netting agreement. Similarly, liabilities represent net
amounts owed to counterparties. Therefore, the fair value of assets/liabilities
related to derivative contracts at August 31, 1999 represents the Company's net
receivable/payable for derivative financial instruments before consideration of
collateral. Included within the $8,652 million fair value of assets at August
31, 1999 was $7,988 million related to swaps and other OTC contracts and $664
million related to exchange-traded option and warrant contracts. Included within
the $9,883 million fair value of assets at November 30, 1998 was $9,211 million
related to swaps and other OTC contracts and $672 million related to
exchange-traded option and warrant contracts.
With respect to OTC contracts, including swaps, the Company views its net credit
exposure to be $6,389 million at August 31, 1999, representing the fair value of
the Company's OTC contracts in an unrealized gain position, after consideration
of collateral. Presented below is an analysis of the Company's net credit
exposure at August 31, 1999 for OTC contracts based upon actual ratings made by
external rating agencies or by equivalent ratings established and utilized by
the Company's Credit Risk Management Department.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS
Counterparty S&P/Moody's Net Credit
Risk Rating Equivalent Exposure
- ----------- ---------- --------
1 AAA/Aaa 13%
2 AA-/Aa3 or higher 26%
3 A-/A3 or higher 32%
4 BBB-/Baa3 or higher 22%
5 BB-/Ba3 or higher 5%
6 B+/B1 or lower 2%
The Company is also subject to credit risk related to its exchange-traded
derivative contracts. Exchange-traded contracts, including futures and certain
options, are transacted directly on the exchange. To protect against the
potential for a default, all exchange clearinghouses impose net capital
requirements for their membership. Additionally, the exchange clearinghouse
requires counterparties to futures contracts to post margin upon the origination
of the contract and for any changes in the market value of the contract on a
daily basis (certain foreign exchanges provide for settlement within three
days). Therefore, the potential for losses from exchange-traded products is
limited.
For a further discussion of the Company's derivative related activities, refer
to "Management's Discussion and Analysis of Financial Condition and Results of
Operations - Off-Balance Sheet Financial Instruments and Derivatives" and Notes
1 and 12 to the Consolidated Financial Statements, included in the Form 10-K.
5. Other Commitments and Contingencies:
In connection with its financing activities, the Company had outstanding
commitments under certain lending arrangements of approximately $3.1 billion at
August 31, 1999 and $3.7 billion at November 30, 1998. These commitments require
borrowers to provide acceptable collateral, as defined in the agreements, when
amounts are drawn under the lending facilities. Advances made under the above
lending arrangements are typically at variable interest rates and generally
provide for over-collateralization based upon the borrowers' creditworthiness.
The Company, through its high yield sales, trading and underwriting activities,
makes commitments to extend credit principally to below investment grade
borrowers and then sells a significant portion of these commitments through
syndication. These commitments, net of syndications and participations, totaled
$1.6 billion and $2.0 billion at August 31, 1999 and November 30, 1998,
respectively, and are typically secured against the borrowers' assets and have
fixed maturity dates. The draw down of these facilities is generally contingent
upon certain representations, warranties and contractual conditions applicable
to the borrower. Total commitments are not indicative of actual risk or funding
requirements as the commitments may not be drawn or fully utilized and the
Company will continue to syndicate and/or sell these commitments.
The Company also had lending commitments to high-grade borrowers of $2.3 billion
and $675 million at August 31, 1999 and November 30,1998, respectively. These
commitments also are
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS
typically secured against the borrowers' assets, have fixed maturity dates, and
are generally contingent upon certain representations, warranties and
contractual conditions applicable to the borrower. The company generally sells a
significant portion of these commitments through syndication
At August 31, 1999 and November 30, 1998, the Company had commitments to invest
up to $421 million and $379 million, respectively, directly and through
partnerships, in merchant banking and venture capital related investments. These
commitments will be funded as required through the end of the respective
investment periods, principally expiring in 2004.
In addition to these specific commitments, the Company had various other
commitments of approximately $300 million and $335 million at August 31, 1999
and November 30, 1998, respectively.
In the normal course of its business, the Company has been named a defendant in
a number of lawsuits and other legal proceedings. After considering all relevant
facts, available insurance coverage and the advice of outside counsel, in the
opinion of the Company such litigation will not, in the aggregate, have a
material adverse effect on the Company's consolidated financial position or
results of operations.
As a leading global investment bank, risk is an inherent part of all of the
Company's businesses and activities. The extent to which the Company properly
and effectively identifies, assesses, monitors and manages each of the various
types of risks involved in its trading (including derivatives), brokerage, and
investment banking activities is critical to the success and profitability of
the Company. The principal types of risks involved in the Company's activities
are market risk, credit or counterparty risk and transaction risk. Management
has developed a control infrastructure throughout the Company to monitor and
manage these risks on a global basis. For further discussion of these matters,
refer to Note 14 to the Consolidated Financial Statements, in the Form 10-K.
6. Incentive Plans:
In the third quarter of 1999, the Company delivered 4.7 million shares of its
common stock to current and former employees in satisfaction of RSUs awarded in
1994. Substantially all of the shares delivered were funded from the RSU Trust.
The Company increased additional paid-in capital by approximately $90 million
for the tax effect of the appreciation in the Company's stock price from the
grant date to the delivery date. The Company also received 1.4 million shares
from current and former employees in satisfaction of applicable tax withholding
requirements. Shares received were recorded as treasury stock at an aggregate
value of $89 million.
In the third quarter of 1999, the Company also transferred 2.5 million shares of
its common stock held in treasury into the RSU Trust. The RSU Trust is included
in the Consolidated Statement of Financial Condition as a component of other
stockholders' equity. The transfer had no impact on the total stockholders'
equity of the Company, as the decrease in treasury stock was offset by a
corresponding decrease in additional paid-in capital and other stockholders'
equity.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
NOTES to CONSOLIDATED FINANCIAL STATEMENTS
7. Earnings Per Common Share:
Earnings per share was calculated as follows (in millions, except for per share
data):
<TABLE>
<CAPTION>
Three Months Nine Months
Ended Ended
August 31 August 31
-------------------------------- --------------------------------
1999 1998 1999 1998
-------------- -------------- -------------- --------------
Numerator:
<S> <C> <C> <C> <C>
Net income $290 $151 $830 $662
Preferred stock dividends (11) (12) (85) (75)
-------------- -------------- -------------- --------------
Numerator for basic earnings per share
-income available to common stockholders 279 139 745 587
Convertible preferred stock dividends 4 14
-------------- -------------- -------------- --------------
Numerator for diluted earnings per share-
income available to common stockholders
(adjusted for assumed conversion of
preferred stock) $283 $139 $759 $587
============== ============== ============== ==============
Denominator:
Denominator for basic earnings per share -
weighted-average shares 121.3 121.5 121.8 120.9
Effect of dilutive securities:
Employee stock options 3.0 2.6 2.7 2.9
Restricted stock units 2.2 2.1 2.0 2.0
Preferred shares assumed converted
into common 2.6 3.1
-------------- -------------- -------------- --------------
Dilutive potential common shares 7.8 4.7 7.8 4.9
-------------- -------------- -------------- --------------
Denominator for diluted earnings per
share - adjusted weighted-average shares 129.1 126.2 129.6 125.8
============== ============== ============== ==============
Basic earnings per share $2.30 $1.15 $6.12 $4.86
==============
============== ============== ==============
Diluted earnings per share $2.20 $1.10 $5.86 $4.67
============== ============== ============== ==============
</TABLE>
Preferred Shares are convertible into common shares at a conversion price of
approximately $123.00 per share. However, for purposes of calculating dilutive
earnings per share, preferred shares are assumed to be converted into common
shares when basic earnings per share exceeds preferred dividends per share
obtainable upon conversion (approximately $6.15 on an annualized basis).
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL
CONDITION and RESULTS of OPERATIONS
Business Environment
The principal business activities of Lehman Brothers Holdings Inc. ("Holdings")
and subsidiaries (collectively, the "Company" or "Lehman Brothers") are
investment banking and securities trading and sales, which by their nature are
subject to volatility, primarily due to changes in interest and foreign exchange
rates and security valuations, global economic and political trends and industry
competition. Revenues and earnings may vary significantly from quarter to
quarter and from year to year. As a result, the Company's businesses are
evaluated across market cycles for operating profitability and their
contribution to the Company's long-term strategic objectives. The Company
strives to minimize the effects of economic downturns through its diversified
revenue base, stringent cost controls, global presence, and risk management
practices.
U.S. economic growth remained very strong at the turn of the year leading to a
sharp rise in U.S. bond yields, notwithstanding successive external trade and
financial shocks in many developing countries. While wage and price inflation
remained low, the risk of rising inflationary pressures emanating from a
tightening labor market caused the Federal Reserve to raise the Federal funds
rate twice, each by 25 basis points, on June 30 and August 24, 1999. Increasing
evidence that growth had slowed in the second quarter (to just 1.8%) and a
decline in the value of the dollar relative to the yen led to a modest rise in
ten-year Treasury yields from 5.6% to 5.9% in the three months ended August,
1999.
The two hikes in interest rates and the risk of potentially more increases
constrained the equity markets in the fiscal third quarter despite strong
corporate earnings growth. In addition, the decline in the value of the dollar
relative to the yen caused concern over whether foreign investors would reduce
their U.S. equity holdings. For the third quarter ended August 31, the DJIA and
S&P 500 were up 2.2% and 2.0% respectively. However, for the first three
quarters of the fiscal year, all three major indices were in positive territory;
the DJIA was up 18.6%, the S&P was up 12.3%, and the NASDAQ was up 36.7%.
Unlike conditions in the U.S., European growth weakened in late 1998 as consumer
demand failed to offset fully the effects of a growing trade imbalance. In the
euro area, official interest rates were cut in December and the European Central
Bank's key repo rate was cut by a further 50 basis points in early April. For
several months, European bond yields remained within a narrow trading range. By
May, however, with the rise in U.S. Treasury yields, combined with European
sentiment that growth might be very strong in the second half of the year,
yields began to rise, as evidenced by the ten-year German government bond yield,
which rose 110 basis points to 5.10% between May and the end of August.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL
CONDITION and RESULTS of OPERATIONS
From its creation at the beginning of January, the euro fell in a straight line
by a little over 12.5% against the U.S. dollar to $/euro 1.05 by the middle of
July. Previous expectations of a positive start to the EMU experiment were
disappointed. The main reasons for the decline appeared to have resulted from
the very different cyclical positions of the U.S. and European economies, as
well as fears that Europe was not dealing with its structural and fiscal
problems. However, signs of stronger European growth in late July and August
caused a recovery to around $/euro 1.06.
European equities broadly tracked movements in the U.S. stock market over the
nine months ended August, 1999, returning 12% in local currency terms. Much of
this rise was generated in the first two quarters and was supported by the
recovery in economic activity across Europe along with low interest and
inflation rates. The summer ushered in a more difficult environment for
equities, as concerns in the U.S. spilled over into Europe.
Far Eastern markets significantly outperformed both the U.S. and European
markets over the period as a whole. A 25% gain (FT/S&P Pacific Basin, in local
currency) was underpinned by the upturn in regional growth, progress on
recapitalizing the Japanese banks and sharp declines in interest rates outside
of Japan. With the Japanese economy starting to strengthen, the yen appreciated
from 121 yen/dollar to 109 yen/dollar during the three months ended August 31,
1999.
Corporate Finance Advisory activities continued at near record levels.
Industrywide, the volume of announced transactions soared to approximately $2
trillion. The first nine months of 1999 also reflected a steady advance of
merger and acquisition activity involving European companies and cross-border
mergers and acquisitions. Merger and acquisition activities continued to reflect
the trends of consolidation, deregulation and globalization across industry
sectors and across borders.
Note: Except for the historical information contained herein, this
Management's Discussion and Analysis of Financial Condition and Results
of Operations contains forward-looking statements that are based on
current expectations, estimates and projections about the industries in
which the Company operates. These statements are not guarantees of
future performance and involve certain risks, uncertainties and
assumptions which are difficult to predict. The Company undertakes no
obligation to update publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL
CONDITION and RESULTS of OPERATIONS
Results of Operations
For the Three Months Ended August 31, 1999 and 1998
The Company reported net income of $290 million for the third quarter ended
August 31, 1999, representing an increase of 92% from net income of $151 million
for the third quarter ended August 31, 1998. Earnings per common share (diluted)
increased to $2.20 for the third quarter of 1999 from $1.10 for the third
quarter of 1998.
Net revenues increased to $1,356 million for the third quarter of 1999 from $930
million for the third quarter of 1998. Consistent with the Company's strategy to
grow higher margin businesses and diversify its revenue base, a greater
proportion of revenues were generated in the combined businesses of equities and
investment banking, both of which experienced a record quarter. The growth in
net revenues was also aided by increased business in Europe as well as favorable
comparisons to a difficult market environment in the prior year.
Compensation and benefits expense as a percentage of net revenues was 50.7% for
both the third quarter of 1999 and 1998, reflecting the eighteenth successive
quarter of consistent compensation levels relative to net revenues. Nonpersonnel
expenses were $251 million in the third quarter of both fiscal 1999 and fiscal
1998. Increased net revenues and unchanged expense levels led to an increase in
the Company's pretax operating margin to 30.8% in the third quarter of fiscal
1999 from 22.3% in the third quarter of fiscal 1998.
In the following table of net revenues, the Company has been segregated into
four major business units: equity, fixed income, corporate finance advisory and
merchant banking. Net revenues from the Company's market-making and trading
activities in equity and fixed income products are recognized as either
principal transactions or net interest revenues depending upon the method of
financing and/or hedging related to specific inventory positions. The Company
evaluates its trading strategies on an overall profitability basis which
includes both principal transactions revenues and net interest. Therefore,
changes in net interest should not be viewed in isolation but should be viewed
in conjunction with revenues from principal transactions. Each business unit
represents a grouping of financial activities and products with similar
characteristics. These business activities result in revenues that are
recognized in multiple revenue categories contained in the Company's
Consolidated Statement of Income. Net revenues by business unit contain certain
internal allocations, including funding costs, which are centrally managed.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL
CONDITION and RESULTS of OPERATIONS
Three Months Ended August 31, 1999
<TABLE>
<CAPTION>
Principal
Transactions and Investment
Net Interest Commissions Banking Other Total
- -------------------------------------- ------------------- ------------------ ------------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
Equity $392 $136 $122 $ 2 $ 652
Fixed Income 290 10 244 3 547
Corporate Finance Advisory (3) 145 142
Merchant Banking (6) (13) (19)
Other 1 5 28 34
- -------------------------------------- ------------------- ------------------ ------------------ ------------ -----------
$674 $151 $498 $ 33 $1,356
- -------------------------------------- ------------------- ------------------ ------------------ ------------ -----------
</TABLE>
Three Months Ended August 31, 1998
<TABLE>
<CAPTION>
Principal
Transactions and Investment
Net Interest Commissions Banking Other Total
- -------------------------------------- ------------------- ------------------ ------------------ ----------- -----------
<S> <C> <C> <C> <C>
Equity $ 39 $121 $117 $ 277
Fixed Income 301 11 181 $(79) 414
Corporate Finance Advisory (2) 155 153
Merchant Banking (11) 40 29
Other 25 5 27 57
- -------------------------------------- ------------------- ------------------ ------------------ ----------- -----------
$352 $137 $493 $(52) $ 930
- -------------------------------------- ------------------- ------------------ ------------------ ----------- -----------
</TABLE>
Equity. Equity net revenues reflect equity underwriting, customer flow
activities (both institutional and high-net-worth retail), secondary trading and
derivative and financing activities related to equity products. The Company's
equity net revenues increased 135% to a record high of $652 million for the
third quarter of 1999 from $277 million for the third quarter of 1998. Higher
revenues in the U.S. and Europe are primarily attributable to continued strong
customer flow in both cash and derivative products, an increase in syndicate
activity and a strong contribution from equity arbitrage. The increase in
revenues also benefited from favorable comparisons to a difficult market
environment in the prior year.
Fixed Income. The Company's fixed income net revenues reflect debt underwriting,
customer flow activities (both institutional and high-net-worth retail),
secondary trading and financing activities related to fixed income products.
Fixed income products include dollar- and non-dollar government securities,
mortgage- and asset-backed securities, money market products, dollar- and
non-dollar corporate debt securities, emerging market securities, municipal
securities, financing (global access to debt financing sources including
repurchase and reverse repurchase agreements), foreign exchange, and fixed
income derivative products. Fixed income net revenues increased 32% to $547
million for the third quarter of 1999 from $414 million recognized in the third
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL
CONDITION and RESULTS of OPERATIONS
quarter of 1998. The increase in the third quarter results from the prior year's
quarter is attributable to stronger syndicate activity and increased
institutional customer flow across most fixed income products. Third quarter
1998 performance reflected the revenue impact of difficult market conditions in
Russia and other emerging markets, which also led to credit spread widening
across a range of fixed income products.
Corporate Finance Advisory. Corporate finance advisory net revenues, classified
in the Consolidated Statement of Income as a component of investment banking
revenues, result primarily from fees earned by the Company in its role as
strategic advisor to its clients. This role consists of advising clients on
mergers and acquisitions, divestitures, leveraged buyouts, financial
restructurings, and a variety of cross-border transactions. Net revenues from
corporate finance advisory activities were $142 million for the third quarter of
1999 down from $153 million for the third quarter of 1998, but up 11% from the
second quarter of 1999. The Company ended the quarter with a strong transaction
pipeline which stood at $174 billion in terms of total dollar value based on
information supplied by Securities Data Company.
Merchant Banking. The Company is the general partner for eleven active merchant
banking and venture capital partnerships and also invests directly in other
merchant banking and venture capital transactions. Current merchant banking
investments include both publicly traded and privately held companies. Merchant
banking net revenues represent net realized and unrealized gains and losses from
the revaluation of these investments. Such amounts are classified in the
Consolidated Statement of Income as a component of investment banking revenues.
Merchant banking net revenues also reflect the net interest expense related to
the financing of the Company's investment in the partnerships. Merchant banking
net revenues were $(19) million for the third quarter of 1999, down $48 million
from the third quarter of 1998. The decrease is the result of unrealized losses
on several publicly traded positions.
Non-Interest Expenses. Non-interest expenses were $939 million for the third
quarter of 1999 and $723 million for the third quarter of 1998. Compensation and
benefits expense as a percentage of net revenues remained unchanged from the
prior year quarter at 50.7%. Nonpersonnel expenses were $251 million in both the
third quarter of 1999 and 1998, reflecting the Company's continued emphasis on
maintaining strict cost controls. Nonpersonnel expenses declined as a percentage
of net revenues to 18.5% for the third quarter of 1999 from 27.0% for the third
quarter of 1998.
Income Taxes. The Company's income tax provision was $112 million for the third
quarter of 1999 compared to $56 million for the third quarter of 1998. The
effective tax rate was 27% for both the third quarter of 1999 and 1998. The
Company estimates its 1999 effective tax rate to be approximately 28% compared
to 30% in 1998. In accordance with generally accepted accounting principles, the
Company adjusted its effective tax rate to reflect its revised full year
estimate.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL
CONDITION and RESULTS of OPERATIONS
Results of Operations
For the Nine Months Ended August 31, 1999 and 1998
The Company reported net income of $830 million for the nine months ended August
31, 1999, representing an increase of 25% from net income of $662 million for
the nine months ended August 31, 1998. Earnings per common share (diluted)
increased to $5.86 for the nine months of 1999 from $4.67 for the nine months of
1998. Included in the 1999 and 1998 earnings per share computation was the
recognition of $50 million in dividends on the Company's Redeemable Voting
Preferred Stock. American Express Company and Nippon Life Insurance Company are
entitled to receive an annual non-cumulative preferred dividend equal to 50
percent of the amount by which the company's net income for the full fiscal year
exceeds $400 million, up to a maximum of $50 million per year, through 2002.
Net revenues increased to a record $3,929 million for the first nine months of
1999 from $3,448 million for the first nine months of 1998. The increase in net
revenues was driven by an overall increase in customer flow activities across a
broad array of fixed income and equity products. Consistent with the Company's
strategy to achieve a better balance between its businesses and to grow its
higher margin businesses, a greater proportion of the Company's net revenues
were generated in equities and investment banking over the current period.
Compensation and benefits expense as a percentage of net revenues was 50.7% for
both the first nine months of 1999 and 1998. Nonpersonnel expenses were $745
million in the nine months of fiscal 1999 compared to $741 million in the nine
months of fiscal 1998. Increased net revenues and essentially unchanged expense
levels led to an increase in the Company's pretax operating margin to 30.3% for
the first nine months of fiscal 1999 from 27.8% in the first nine months of
fiscal 1998.
In the following table of net revenues, the Company has been segregated into
four major business units: equity, fixed income, corporate finance advisory and
merchant banking. Net revenues from the Company's market-making and trading
activities in equity and fixed income products are recognized as either
principal transactions or net interest revenues depending upon the method of
financing and/or hedging related to specific inventory positions. The Company
evaluates its trading strategies on an overall profitability basis which
includes both principal transactions revenues and net interest. Therefore,
changes in net interest should not be viewed in isolation but should be viewed
in conjunction with revenues from principal transactions. Each business unit
represents a grouping of financial activities and products with similar
characteristics. These business activities result in revenues that are
recognized in multiple revenue categories contained in the Company's
Consolidated Statement of Income. Net revenues by business unit contain certain
internal allocations, including funding costs, which are centrally managed.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL
CONDITION and RESULTS of OPERATIONS
Nine Months Ended August 31, 1999
<TABLE>
<CAPTION>
Principal
Transactions and Investment
Net Interest Commissions Banking Other Total
- -------------------------------------- ------------------- ------------------ ------------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
Equity $ 835 $425 $303 $ 8 $1,571
Fixed Income 1,311 27 565 10 1,913
Corporate Finance Advisory (11) 378 367
Merchant Banking (16) 40 24
Other 2 13 39 54
- -------------------------------------- ------------------- ------------------ ------------------ ------------ -----------
$2,121 $465 $1,286 $57 $3,929
- -------------------------------------- ------------------- ------------------ ------------------ ------------ -----------
</TABLE>
Nine Months Ended August 31, 1998
<TABLE>
<CAPTION>
Principal
Transactions and Investment
Net Interest Commissions Banking Other Total
- -------------------------------------- ------------------- ------------------ ------------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
Equity $ 326 $336 $299 $ 4 $ 965
Fixed Income 1,397 28 558 (74) 1,909
Corporate Finance Advisory (4) 355 351
Merchant Banking (17) 125 108
Other 26 14 (1) 76 115
- -------------------------------------- ------------------- ------------------ ------------------ ----------- -----------
$1,728 $378 $1,336 $ 6 $3,448
- -------------------------------------- ------------------- ------------------ ------------------ ----------- -----------
</TABLE>
Equity. Equity net revenues reflect equity underwriting, customer flow
activities (both institutional and high-net-worth retail), secondary trading and
derivative and financing activities related to equity products. The Company's
equity net revenues increased 63% to $1,571 million for the first nine months of
1999 from $965 million for the first nine months of 1998. Higher revenues in the
U.S. and Europe resulted from increased customer flow activity in cash and
derivative products and a strong contribution from equity arbitrage.
Fixed Income. The Company's fixed income net revenues reflect debt underwriting,
customer flow activities (both institutional and high-net-worth retail),
secondary trading and financing activities related to fixed income products.
Fixed income products include dollar- and non-dollar government securities,
mortgage and asset-backed securities, money market products, dollar- and
non-dollar corporate debt securities, emerging market securities, municipal
securities, financing (global access to debt financing sources including
repurchase and reverse repurchase agreements), foreign exchange, and fixed
income derivative products. Fixed income net revenues of $1,913 million for the
nine months of 1999 were relatively flat compared to 1998 with an increase in
syndicate activity being partially offset by reduced customer flow activity.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL
CONDITION and RESULTS of OPERATIONS
Corporate Finance Advisory. Corporate finance advisory net revenues, classified
in the Consolidated Statement of Income as a component of investment banking
revenues, result primarily from fees earned by the Company in its role as
strategic advisor to its clients. This role consists of advising clients on
mergers and acquisitions, divestitures, leveraged buyouts, financial
restructurings, and a variety of cross-border transactions. Net revenues from
corporate finance advisory activities increased 5% to $367 million for the first
nine months of 1999, versus the $351 million recognized in the first nine months
of 1998.
Merchant Banking. The Company is the general partner for eleven active merchant
banking partnerships and also invests directly in other merchant banking and
venture capital transactions. Current merchant banking and venture capital
investments include both publicly traded and privately held companies. Merchant
banking net revenues represent net realized and unrealized gains and losses from
the revaluation of these investments. Such amounts are classified in the
Consolidated Statement of Income as a component of investment banking revenues.
Merchant banking net revenues also reflect the net interest expense related to
the financing of the Company's investment in the partnerships. Merchant banking
net revenues were $24 million for the first nine months of 1999, down from $108
million in the first nine months of 1998 due to lower unrealized gains on
several publicly traded positions.
Non-Interest Expenses. Non-interest expenses were $2,737 million for the first
nine months of 1999 and $2,490 million for the first nine months of 1998.
Compensation and benefits expense as a percentage of net revenues remained
unchanged from the prior year period at 50.7%. Nonpersonnel expenses were $745
million in the first nine months of 1999 compared to $741 million for the
comparable 1998 period, reflecting the Company's continued emphasis on
maintaining strict cost controls. Nonpersonnel expenses declined as a percentage
of net revenues to 19.0% for the nine months of 1999 from 21.5% for the
comparable period in 1998.
Income Taxes. The Company's income tax provision was $334 million for the nine
months of 1999 compared to $296 million for the nine months of 1998. The
effective tax rate was 28% for the nine months of 1999 and 31% for the nine
months of 1998. The decrease in the effective tax rate relates primarily to the
effect of a more favorable mix of earnings (foreign vs. domestic) and an
increase in tax benefits attributable to income and transactions subject to
preferential tax treatment.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL
CONDITION and RESULTS of OPERATIONS
Funding, Capital Resources and Liquidity
Funding and Capital Policies. The Company's Finance Committee is responsible for
establishing and managing the funding and liquidity policies of the Company.
These policies include recommendations for capital and balance sheet size as
well as the allocation of capital and balance sheet to product areas. Members of
the Company's treasury department and business unit financing groups work with
the Finance Committee to ensure coordination of global funding efforts and
implementation of the funding and liquidity policies. Regional asset and
liability committees in the Company's principal funding centers are responsible
for implementing funding strategies for their respective regions.
The primary goal of the Company's funding policies is to provide sufficient
liquidity and availability of funding sources to meet the needs of the Company's
businesses. The key elements of these policies are to:
(1) Maintain a total capital structure that supports the business activities
in which the Company is engaged.
(2) Finance the Company's assets, primarily on a secured basis. Together with
Total Capital, secured funding provides a stable funding base and enables
the Company to minimize its reliance on short-term unsecured debt.
(3) Maintain funding availability in excess of actual utilization and
diversify funding through a global investor base which increases liquidity
and reduces concentration risk.
(4) Maintain sufficient financial resources to enable the Company to meet its
obligations in periods of financial stress, defined as any event that
severely constrains the Company's access to unsecured funding sources.
Total Capital Total Capital was $36.5 billion at August 31, 1999 compared to
$32.8 billion at November 30, 1998. The net increase in Total Capital resulted
from increases in long-term debt of $2.5 billion, the issuance of $710 million
of Trust Preferred Securities, the retention of earnings, and amortization and
credits associated with RSU awards. These were offset by repurchases of common
stock (to fund restricted stock units and option awards) and $150 million (3.8
million shares) of convertible Series B Preferred Stock.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL
CONDITION and RESULTS of OPERATIONS
August 31 November 30
(in millions) 1999 1998
- ------------------------------------------------------- -----------------------
Long-term Debt
Senior Notes $ 26,577 $ 23,873
Subordinated Indebtedness 3,280 3,468
-------- --------
29,857 27,341
Trust Preferred Securities 710
Stockholders' Equity
Preferred Equity 758 908
Common Equity 5,192 4,505
----- -----
5,950 5,413
- ------------------------------------------------------- -----------------------
Total Capital $ 36,517 $ 32,754
- ------------------------------------------------------- -----------------------
During the first nine months of 1999, the Company issued $7.8 billion in
long-term debt and had $5.0 billion in long-term debt mature. The
weighted-average maturity of long-term debt was 3.7 years at August 31, 1999 and
3.5 years at November 30, 1998.
In the first and second quarter of 1999, trusts wholly owned by the Company
issued $710 million of preferred securities which are subject to mandatory
redemption. Additional information about the first and second quarter issuances
can be found in the Company's February 28, 1999 and May 31, 1999 Form 10-Q's,
respectively.
In January 1999, the Company announced it was extending its previously announced
7.5 million share buyback program by an additional 2.0 million shares. The
Company has achieved its target of 9.5 million shares and still plans to
repurchase approximately 1.0 million additional shares during the remainder of
the year as a result of revising its buyback policy.
Secured Funding. The Company strives to maximize the portion of the Company's
balance sheet that is funded on a secured basis. Secured Funding includes
securities and other financial instruments sold but not yet purchased, as well
as collateralized short-term financings, defined as securities sold under
agreements to repurchase ("repos") and securities loaned. Because of their
secured nature, OECD government repos and other investment grade types of
collateralized borrowings are less credit-sensitive and have historically been a
stable financing source irrespective of market conditions. At August 31, 1999
and November 30, 1998, $138 billion and $92 billion, respectively, of the
Company's total balance sheet of $202 billion and $154 billion at August 31,
1999 and November 30, 1998, respectively, were financed on a secured basis.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL
CONDITION and RESULTS of OPERATIONS
By maximizing its use of secured funding, the Company minimizes its reliance on
unsecured funding. As of August 31, 1999 and November 30, 1998, commercial paper
and short-term debt outstanding was $6.7 billion. Of these amounts, commercial
paper outstanding as of August 31, 1999 and November 30, 1998, was $4.0 billion
and $3.6 billion, respectively.
Year 2000 Funding Strategy. The Company has expanded the focus of its Liquidity
Management process to include the effects of potential market disruptions
related to Year 2000.
Although the Company cannot anticipate all potential disruptions that may arise
due to the century date change and their effect on liquidity, the Company has
implemented a Year 2000 liquidity management strategy, including contingency
plans and action steps, in an attempt to mitigate the impact of these
disruptions on the Company.
Specific action steps currently in progress include extending the maturity of
financing trades, both secured and unsecured, to build an appropriate term
structure through the fourth calendar quarter of 1999 and into the first
calendar quarter of 2000. In addition, the Company continues to build a funded
surplus across currencies to meet unanticipated needs.
Back-Up Credit Facilities. In April, 1999 Holdings entered into a Revolving
Credit Agreement (the "Credit Agreement") with a syndicate of banks. Under the
terms of the Credit Agreement, the banks have committed to provide up to $2
billion for up to 364 days. Any loans outstanding on the commitment termination
date may be extended for up to an additional year at the option of Holdings. The
Credit Agreement contains covenants which require, among other things, that the
Company maintain specified levels of liquidity and tangible net worth, as
defined.
In July, 1999 the Company entered into a $1 billion Committed Securities
Repurchase Facility (the "Facility") for LBIE, the Company's major operating
entity in Europe. The Facility provides secured multi-currency financing for a
broad range of collateral types. Under the terms of the Facility, the bank group
will agree to provide funding for up to one year on a secured basis. Any loans
outstanding on the commitment termination date may be extended for up to an
additional year at the option of LBIE. The Facility contains covenants which
require, among other things, that LBIE maintain specified levels of tangible net
worth.
There are no borrowings outstanding under either the Credit Agreement or the
Facility. The Company may use the Credit Agreement and the Facility for general
corporate purposes from time to time. The Company has maintained compliance with
the applicable covenants for both the Credit Agreement and the Facility at all
times.
Balance Sheet. The Company's total assets increased to $202.0 billion at August
31, 1999 from $153.9 billion at November 30, 1998. The Company's adjusted total
assets, defined as total assets less the lower of securities purchased under
agreements to resell or securities sold under agreements to repurchase were
$136.1 billion at August 31, 1999 compared to $111.5 billion at November 30,
1998. The Company believes adjusted total assets is a more effective measure of
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL
CONDITION and RESULTS of OPERATIONS
evaluating balance sheet usage when comparing companies in the securities
industry. The rise in adjusted total assets reflects increases in government and
agency and corporate equity inventory levels associated with expanded customer
flow activities. The remaining increase in total assets was driven by a higher
level of secured customer financing activities.
The Company's balance sheet consists primarily of cash and cash equivalents,
securities and other financial instruments owned, and collateralized short-term
financing agreements. The liquid nature of these assets provides the Company
with flexibility in financing and managing its business. The majority of these
assets are funded on a secured basis through collateralized short-term financing
agreements with the remaining assets being funded through short-term unsecured
financing and Total Capital, defined as long-term debt, trust preferred
securities and stockholders' equity.
Financial Leverage. Balance sheet leverage ratios are one measure used to
evaluate the capital adequacy of a company. Leverage ratios are commonly
calculated using either total assets or adjusted total assets divided by total
stockholders' equity and trust preferred securities. The Company believes that
the adjusted leverage ratio is a more effective measure of financial risk when
comparing companies in the securities industry. The Company's adjusted leverage
ratios based on adjusted total assets were 20.4x at August 31, 1999 and 20.6x at
November 30, 1998. The Company's average adjusted leverage ratio was 20.8x and
25.6x for the quarters ended August 31, 1999 and November 30, 1998,
respectively. The Company is operating at lower levels of adjusted leverage as a
result of increased growth in its equity base relative to adjusted total assets.
Due to the nature of the Company's sales and trading activities, the overall
size of the Company's assets and liabilities fluctuates from time to time and at
specific points in time may be higher than the fiscal quarter ends or the
quarterly average.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL
CONDITION and RESULTS of OPERATIONS
Credit Ratings
The Company, like other companies in the securities industry, relies on external
sources to finance a significant portion of its day-to-day operations. The
Company's access to and cost of funding is generally dependent upon its short-
and long- term debt ratings. On August 5, 1999, Moody's upgraded Holdings senior
debt from Baa1 to A3, its long-term debt issuer rating from Baa1 to A3, its
subordinated debt from Baa3 to Baa1, its junior subordinated debt from Baa3 to
Baa2 and its preferred stock from baa3 to baa1. Moody's also upgraded LBI's
senior debt from (P)A3 to (P)A2, its subordinated debt from Baa1 to A3 and its
commercial paper from Prime-2 to Prime-1. As of August 31, 1999 the short- and
long-term debt ratings of Holdings and LBI were as follows:
<TABLE>
<CAPTION>
Holdings LBI
---------------------------------- -----------------------------------
Short-term Long-term Short-term Long-term**
- --------------------------------------------- --------------- ------------------ --- --------------- -------------------
<S> <C> <C> <C> <C>
Duff & Phelps Credit Rating Co. D-1 A D-1 A/A-
Fitch IBCA, Inc. F-1 A F-1 A/A-
Moody's P-2 A3 P-1 A2*/A3
Standard & Poor's Corp. A-1 A A-1 A+*/A
Thomson BankWatch TBW-1 A TBW-1 A+/A
</TABLE>
* Provisional ratings on shelf registration
** Senior/subordinated
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL
CONDITION and RESULTS of OPERATIONS
Other
High Yield Securities and Lending Activities. The Company underwrites, trades,
invests and makes markets in high yield corporate debt securities. The Company
also syndicates, trades and invests in loans to below investment grade-rated
companies. For purposes of this discussion, high yield debt instruments are
defined as securities or loans to companies rated BB+ or lower, or equivalent
ratings by recognized credit rating agencies, as well as non-rated securities or
loans which, in the opinion of management, are non-investment grade.
Non-investment grade securities generally involve greater risks than investment
grade securities due to the issuer's creditworthiness and the liquidity of the
market for such securities. In addition, these issuers have higher levels of
indebtedness, resulting in an increased sensitivity to adverse economic
conditions. The Company recognizes these risks and aims to reduce market and
credit risk through the diversification of its products and counterparties. High
yield debt instruments are carried at market value, and unrealized gains or
losses for these securities are reflected in the Company's Consolidated
Statement of Income. The Company's portfolio of such instruments at August 31,
1999 and November 30, 1998 included long positions with an aggregate market
value of approximately $2.8 billion and $2.3 billion, respectively, and short
positions with an aggregate market value of approximately $142 million and $189
million, respectively. The Company may, from time to time, mitigate its net
exposure to any single issuer through the use of derivatives and other financial
instruments.
Additional information about the Company's High Yield Securities and Lending
Activities, including related commitments, can be found in Note 5 to the
Consolidated Financial Statements (Other Commitments and Contingencies).
Merchant Banking. At August 31, 1999, the Company's investment in merchant
banking and venture capital partnerships totaled $199 million and direct
merchant banking and venture capital investments totaled $291 million. The
Company's merchant banking and venture capital activities include investments in
eleven partnerships, for which the Company acts as general partner, as well as
direct investments. The Company's policy is to carry its investments, including
its partnership interests, at fair value based upon the Company's assessment of
the underlying investments. Additional information about the Company's merchant
banking activities, including related commitments, can be found in Note 5 to the
Consolidated Financial Statements (Other Commitments and Contingencies).
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL
CONDITION and RESULTS of OPERATIONS
Risk Management
As a leading global investment banking company, risk is an inherent part of the
Company's businesses. Global markets, by their nature, are prone to uncertainty
and subject participants to a variety of risks. The Company has developed
policies and procedures to identify, measure and monitor each of the risks
involved in its trading, brokerage and investment banking activities on a global
basis. The principal risks of Lehman Brothers are market, credit, liquidity,
legal and operational risks. Risk Management is considered to be of paramount
importance. The Company devotes significant resources across all of its
worldwide trading operations to the measurement, management and analysis of
risk, including investments in personnel and technology.
The Company seeks to reduce risk through the diversification of its businesses,
counterparties and activities in geographic regions. The Company accomplishes
this objective by allocating the usage of capital to each of its businesses,
establishing trading limits for individual products and traders and setting
credit limits for individual counterparties, including regional concentrations.
The Company seeks to achieve adequate returns from each of its businesses
commensurate with the risks that they assume.
Overall risk management policy is established by a Risk Management Committee
(the "Committee") comprised of the Chief Executive Officer, the Global Risk
Manager, the Chief Financial and Administrative Officer, the Head of Equities,
the Head of Fixed Income, the Head of Global Sales and Research and the Co-Heads
of Investment Banking. The Committee brings together senior management with the
sole intent of discussing risk related issues and provides an effective forum
for managing risk at the highest levels within the Company. The Committee meets
on a monthly basis, or more frequently if required, to discuss, among other
matters, significant market exposures, concentrations of positions (e.g.,
counterparty, market risk), potential new transactions or positions and risk
limit exceptions.
The Global Risk Management Group (the "Group") supports the Committee, is
independent of the trading areas and reports directly to the Chief Executive
Officer. The Group combines two departments, credit risk management and market
risk management, into one unit. This facilitates the analysis of counterparty
credit and market risk exposures and leverages personnel and information
technology resources in a cost-efficient manner. The Group maintains staff in
each of the Company's regional trading centers and has daily contact with
trading staff at all levels within the Company. These discussions include a
review of trading positions and risk exposures.
Credit Risk. Credit risk represents the possibility that a counterparty will be
unable to honor its contractual obligations to the Company. Credit risk
management is therefore an integral component of the Company's overall risk
management framework. The Credit Risk Management Department ("CRM Department")
has global responsibility for implementing the Company's overall credit risk
management framework.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL
CONDITION and RESULTS of OPERATIONS
The CRM Department manages the credit exposure related to trading activities by
giving initial credit approval for counterparties, establishing credit limits by
counterparty, country and industry group and by requiring collateral in
appropriate circumstances. In addition, the CRM Department strives to ensure
that master netting agreements are obtained whenever possible. The CRM
Department also considers the duration of transactions in making its credit
decisions, along with the potential credit exposure for complex derivative
transactions. The CRM Department is responsible for the continuous monitoring
and review of counterparty credit exposure and creditworthiness and
recommending, where appropriate, credit risk-related valuation adjustments.
Credit risk and related valuation adjustments are reviewed periodically to
ensure that they remain appropriate in light of market events or the
counterparty's financial condition. Valuation adjustments for credit risk
incorporate business and economic conditions, historical experience,
concentrations, estimates of expected losses and the character, quality and
performance of credit sensitive financial instruments.
Market Risk. Market risk represents the potential change in value of a portfolio
of financial instruments due to changes in market rates, prices, and
volatilities. Market risk management also is an essential component of the
Company's overall risk management framework. The Market Risk Management
Department ("MRM Department") has global responsibility for implementing the
Company's overall market risk management framework. It is responsible for the
preparation and dissemination of risk reports, developing and implementing the
firmwide Risk Management Guidelines and evaluating adherence to these
guidelines. These guidelines provide a framework for risk management
decision-making. To that end, the MRM Department identifies and quantifies risk
exposures, develops limits, and reports and monitors these risks with respect to
the approved limits. The identification of material market risks inherent in
positions includes, but is not limited to, interest rate, equity, and foreign
exchange risk exposures. In addition to these risks, the MRM Department also
evaluates liquidity risks, credit and sovereign concentrations.
The MRM Department utilizes qualitative as well as quantitative information in
managing trading risk, believing that a combination of the two approaches
results in a more robust and complete approach to the management of trading
risk. Quantitative information is developed from a variety of risk methodologies
based upon established statistical principles. To ensure high standards of
qualitative analysis, the MRM Department has retained seasoned risk managers
with the requisite experience and academic and professional credentials.
Market risk is present in cash products, derivatives, and contingent claim
structures that exhibit linear as well as non-linear profit and loss
sensitivity. The Company's exposure to market risk varies in accordance with the
volume of client driven market-making transactions, the size of the Company's
proprietary and arbitrage positions, and the volatility of financial instruments
traded. The Company seeks to mitigate, whenever possible, excess market risk
exposures through the use of futures and option contracts and offsetting cash
market instruments.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL
CONDITION and RESULTS of OPERATIONS
The Company participates globally in interest rate, equity, and foreign exchange
markets. The Company's Fixed Income division has a broadly diversified market
presence in U.S. and foreign government bond trading, emerging market
securities, corporate debt (investment and non-investment grade), money market
instruments, mortgages and mortgage-backed securities, asset-backed securities,
municipal bonds, and interest rate derivatives. The Company's Equities division
facilitates domestic and foreign trading in equity instruments, indices, and
related derivatives. The Company's foreign exchange businesses are involved in
trading currencies on a spot and forward basis as well as through derivative
products and contracts.
The Company incurs short-term interest rate risk when facilitating the orderly
flow of customer transactions through the maintenance of government and
high-grade corporate bond inventories. Market-making in high yield instruments
exposes the Company to additional risk due to potential variations in credit
spreads. Trading in international markets exposes the Company to spread risk
between the term structure of interest rates in differing countries.
Mortgage-related securities are subject to prepayment risk and changes in the
level of interest rates. Trading in derivatives and structured products exposes
the Company to changes in the level and volatility of interest rates. The
Company actively manages interest rate risk through the use of interest rate
futures, options, swaps, forwards, and offsetting cash market instruments.
Inventory holdings, concentrations and agings are monitored closely and used by
management to selectively hedge or liquidate undesirable exposures.
The Company is a significant intermediary in the global equity markets, making
markets in U.S. and non-U.S. equity securities, including common stock,
convertible debt, exchange-traded and OTC equity options, equity swaps and
warrants. These activities expose the Company to market risk as a result of
price and volatility changes in its equity inventory. Inventory holdings are
also subject to market risk resulting from concentrations, aging and liquidity
that may adversely impact market valuation. Equity market risk is actively
managed through the use of index futures, exchange-traded and OTC options, swaps
and cash instruments. Equity risk exposures are aggregated and reported to
management on a regular basis.
The Company enters into foreign exchange transactions in order to facilitate the
purchase and sale of non-dollar instruments, including equity and interest rate
securities. The Company is exposed to foreign exchange risk on its holdings of
non-dollar assets and liabilities. The Company is active in many foreign
exchange markets and has exposure to the euro, Japanese yen, British pound,
Swiss franc, and Canadian dollar as well as a variety of developed and emerging
market currencies. The Company hedges its risk exposures primarily through the
use of currency forwards, swaps, futures, and options.
Value at Risk. For purposes of Securities and Exchange Commission ("SEC") risk
disclosure requirements, the Company has performed an entity-wide value at risk
calculation of virtually all of the Company's trading activities. The value at
risk calculation measures the potential loss in expected revenues with a 95%
confidence level. The methodology incorporates actual trading revenues over a
standardized 250-day historical period. A confidence level of 95% implies, on
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL
CONDITION and RESULTS of OPERATIONS
average, that daily trading revenues or losses will exceed daily expected
trading revenues by an amount greater than value at risk one out of every 20
trading days.
Average value at risk computed in this manner was $35.4 million and $18.6
million for the periods ended August 31, 1999 and November 30, 1998,
respectively. Average value at risk increased in 1999 compared to 1998 because
of the extreme market volatility during the August-October 1998 period. Average
value at risk for the third quarter ended August 31, 1999 was $20.2 million and
excludes the effects of the August-October 1998 period.
Value at risk is one measurement of potential losses in revenues that may result
from adverse market movements over a specified period of time with a selected
likelihood of occurrence. Value at risk has substantial limitations, including
its reliance on historical performance and data as valid predictors of the
future. Consequently, value at risk is only one of a number of tools the Company
utilizes in its daily risk management activities.
As discussed throughout Management's Discussion and Analysis, the Company seeks
to reduce risk through the diversification of its businesses and a focus on
customer flow activities. This diversification and focus, combined with the
Company's risk management controls and processes, helps mitigate the net revenue
volatility inherent in the Company's trading activities. Although historical
performance is not necessarily indicative of future performance, the Company
believes its focus on business diversification and customer flow activities
should continue to help mitigate the volatility of future net trading revenues.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL
CONDITION and RESULTS of OPERATIONS
Year 2000 Readiness Disclosure
The year 2000 issue originates from computer programs and imbedded chips using
two digits rather than four to define the calendar year. Computer programs that
have date-sensitive software may recognize a date using "00"as the year 1900
rather than the year 2000.
If not addressed and completed on a timely basis, failure of the Company's
computer systems to process year 2000 related data correctly could have a
material adverse effect on the Company's operations and financial condition.
Failures of this kind could, for example, lead to incomplete or inaccurate
accounting, settlement failures, trade processing or recording errors in
securities, currencies, commodities or other assets. It could also lead to
uncertainty regarding risk, exposures and liquidity. If not addressed, the
potential risks to the Company include financial loss, legal liability,
interruption of business and regulatory actions.
The Company established a team in 1996 to modify or replace and then test the
appropriate software and equipment to ensure that year 2000 issues were
addressed. The Company presently believes that, with modifications to existing
software and conversions to new software, the year 2000 issue has been resolved
for all the Company's own critical systems worldwide .
In its approach to the year 2000 problem, the Company has been guided by a
three-step methodology. The steps are:
o Inventory and Assessment
o Remediation
o Testing
Inventory and assessment consisted of initial technical and functional analysis
across the Company's applications. Initial analysis identified systems and
applications. Each application was then reviewed and classified as highly
critical, critical or non-critical. This process is complete.
Remediation of critical applications was completed by the end of the second
quarter of 1999. All remediated applications are tested for non-year 2000
functionality to confirm they still run correctly prior to year 2000 testing. At
the time of remediation, applications are logged into a change management system
to further ensure any additional changes are monitored and re-tested for year
2000 compliance.
Testing for year 2000 compliance was organized into three phases. Phase one
involved testing individual applications or groups of applications on mainframe
or on distributed platforms. Consultants were engaged to assist with the testing
of distributed applications classified as highly critical. Phase two involved
real-time testing across platforms (integration testing). Phase three involved
testing applications between firms (external testing). Each of these phases has
been pursued in a worldwide effort coordinated in New York, London and Tokyo,
where project teams and segregated lab environments were established.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL
CONDITION and RESULTS of OPERATIONS
External testing itself was performed in three steps. "Point-to-point" testing
confirms that application interfaces between the Company and individual services
and utilities function correctly. Point-to-point testing began in February 1998,
and every scheduled test was successfully completed. Several firms have
scheduled additional tests, in which the Company will participate. "Beta"
testing for a product followed Point-to-point testing and was a dress rehearsal
for industrywide testing. Beta testing was only performed in the U.S. and is
complete. Many of the markets are not providing Industrywide testing, but they
are providing some amount of end-to-end testing, where data is passed to more
than one exchange or utility. Industrywide testing followed beta testing as the
final external testing step, and is also complete.
The Company has taken a leading role in the industry's efforts to deal with the
year 2000 issue by actively participating and in some cases, leading,
industrywide testing efforts. Lehman Brothers chaired the Participants'
Industrywide Testing Subcommittee of the Securities Industry Association (SIA)
which, with partners such as exchanges, depositories, market data vendors and
buy-side firms, set up, refined and coordinated industrywide testing in the
United States. Industrywide testing is the forum in which firms within the
financial industry test the applications that transfer data between them. These
tests started in March 1999 and have been completed.
In addition to its leadership in U.S. testing efforts, through membership in the
Executive Committee of Global 2000, a group of international financial firms,
the Company is participating in the coordination of global year 2000 readiness
in the financial community.
In 1998, the Company participated in two Beta tests in the U.S., for the SIA and
for the Futures Industry Association (FIA). The Company has also participated in
the SIA Money Market Beta Test, the Mortgage-Backed Securities Clearing
Corporation Test, the Participant Trust Company Mortgage Test and the Government
Securities Clearing Corporation Test, and the SIA Market Data Beta Test. In
March and April of 1999, the Company participated in the SIA Industrywide Test,
as well as the Stock Loan Test. In May 1999, the Company participated in the SIA
Market Data Test. The Company has also participated in a variety of
point-to-point overseas tests in the United Kingdom, Japan, Hong Kong, and
Singapore. The Company has also participated in testing in Germany, Italy,
Sweden, and France. In 1998 and 1999, the Company participated in the following
tests in the United Kingdom: the Central Gilts Office (CGO), CREST, London Stock
Exchange, London International Financial Futures Exchange, and EuroClear. Other
European tests the Company has been involved in include Cedborsa (Italy),
Deutsche Borse Eurex (Germany), and Sicovam/SBF/Matif (France). Asian tests
completed include the Tokyo Stock Exchange, Bank of Japan, Osaka Stock Exchange,
Tokyo International Financial Futures Exchange, Hong Kong Futures Exchange,
Stock Exchange of Hong Kong, the Hong Kong Securities Clearing Corporation, and
the Singapore International Monetary Exchange.
The Company also serves as a member of the Custody 2000 Working Group whose goal
is to assist the financial community in the assessment of year 2000 readiness of
custodians in a variety of global markets. The Custody 2000 Working Group has
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL
CONDITION and RESULTS of OPERATIONS
conducted proxy testing of selected sub-custodians in a number of markets
globally. The Company has also participated in the Custody 2000 testing effort
to check the readiness of cash and securities settlement systems globally.
All tests, in which the Company participated, were successfully completed.
Year 2000 also affects building and infrastructure systems. The Company has
completed a global effort to ensure that key headquarters and office locations
are compliant. Critical areas include facilities components such as building
management systems, elevators, heating systems, security and fire alarm systems,
electrical and other building services. The Company's Global Infrastructure
Support organization managed the upgrading of critical telecommunications,
network, and other systems for year 2000 readiness.
However, even if these changes are successful, the Company remains at risk from
year 2000 failures caused by third parties. Externally, the Company is an active
participant in the SIA Third Party Vendor Committee. Internally, the Company is
evaluating efforts of key counterparties, banks, exchanges, agencies, utilities
and suppliers, among others, to assess and remediate their year 2000 issues. As
part of this effort, the Third Party Vendor team has inventoried and has sent
surveys to vendors whose software and hardware products the Company uses and
whose services the Company employs to determine their year 2000 readiness.
Vendors who did not supply adequate information were replaced. In addition, the
Company performed tests on certain mission-critical vendor products to ensure
year 2000 readiness. To date the Company has received information from all
critical (materially important) vendors.
Examples of problems that could result from the failure by third parties with
whom the Company interacts to remediate year 2000 bugs include: (i) in the case
of exchanges and clearing agents, funding disruptions, failure to trade in
certain markets and settlement failures; (ii) in the case of counterparties and
clients, accounting and financial difficulties to those parties that may expose
the Company to increased credit risk and lost business; (iii) in the case of
vendors, service failures such as power, telecommunications, elevator operations
and loss of security access control; (iv) in the case of banks and other
lenders, the potential for liquidity stress due to disruptions to funding flows;
and, (v) in the case of data providers, inaccurate or out of date information
that would impair the Company's ability to perform critical functions such as
pricing securities and currencies.
Additionally, general uncertainty regarding the success of remediation may cause
many market participants to reduce their market activities temporarily as they
address and assess their year 2000 efforts in 1999. This could result in a
general reduction in market activities and revenue opportunities in late 1999
and early 2000. Management cannot predict the magnitude of any such reduction or
its impact on the Company 's financial results. However, the Company's Risk
Management Department continues to evaluate third party and credit risks posed
by Y2K. Recognizing the uncertainty of external dependencies, the Company has
also prepared a contingency plan that identifies potential Y2K problems,
strategies to minimize either their likelihood or impact and contingency plans
to be invoked should they occur. The plan includes backup processes that do not
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL
CONDITION and RESULTS of OPERATIONS
rely on computer systems, where appropriate. The contingency plans have been
completed and approved by management, but remain subject to revision in response
to new information about year 2000 risks as such information becomes available.
Completion of risk mitigation strategies and testing of contingency plans will
continue through the fourth quarter.
However, as stated above, there can be no guarantee or assurance that the
systems of other companies on which the Company's systems rely will be
remediated in a timely manner. This or a failure to remediate by another company
or a remediation that is incompatible with the Company's systems could have a
material adverse effect on the Company.
The Company has established an internal auditing plan to ensure ongoing
compliance of tested applications.
The Company's total year 2000 project cost is based on presently available
information. The total remaining cost of the year 2000 project is estimated at
approximately $17 million, which will be funded through operating cash flow and
expensed as incurred between now and the first half of next year. The Company
has incurred and expensed approximately $16 million in 1997, $31 million in
1998, and $24 million through August 31, 1999, related to the year 2000 project.
The costs of year 2000 testing, modifications and/or replacements and the date
on which the Company plans to complete the project are based on management's
best estimates. These estimates were derived using numerous assumptions of
future events including the continued availability of certain resources, third
party modification plans and other factors.
New Accounting Standards
In September 1999, the FASB issued an Exposure Draft, "Business Combinations and
Intangible Assets." The proposal would eliminate the use of the
pooling-of-interests method and require that all business combinations be
accounted for using the purchase method. The Exposure Draft would also require
goodwill arising from the application of the purchase method to be written off
over a maximum 20-year amortization period, which is shorter than the current
40-year period. The provisions of the Exposure Draft related to business
combinations is expected to be applied only for those business combinations
initiated after the issuance of a final statement, projected to be late in 2000.
In June 1997, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 131 "Disclosures about
Segments of an Enterprise and Related Information." SFAS No. 131 is effective
for the Company in Fiscal 1999 and establishes standards for related disclosures
about products and services, geographic areas and major customers. The Company
will adopt SFAS No. 131 in its 1999 Annual Report. In June 1998, the FASB issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities",
which requires all derivatives to be recorded on the balance sheet at fair
value. In June 1999, the FASB extended the implementation date of SFAS No. 133
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL
CONDITION and RESULTS of OPERATIONS
by one year. As a result, SFAS No. 133 will now be effective for the Company on
December 1, 2000 (Fiscal Year 2001). The expected impact of adoption on the
Company's results of operations has not yet been determined, however it is not
likely to be material since most of the Company's derivatives are carried at
fair value.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC. and SUSBSIDIARIES
PART II - OTHER INFORMATION
ITEM 1 Legal Proceedings
The Company is involved in a number of judicial, regulatory and arbitration
proceedings concerning matters arising in connection with the conduct of its
business. Such proceedings include actions brought against the Company and
others with respect to transactions in which the Company acted as an underwriter
or financial advisor, actions arising out of the Company's activities as a
broker or dealer in securities and commodities and actions brought on behalf of
various classes of claimants against many securities and commodities firms,
including the Company.
Although there can be no assurance as to the ultimate outcome, the Company has
denied, or believes it has meritorious defenses and will deny, liability in all
significant cases pending against it including the matters described below, and
intends to defend vigorously each such case, and based on information currently
available and established reserves, the Company believes that the eventual
outcome of the actions against it, including the matters described below, will
not, in the aggregate, have a material adverse effect on its business or
consolidated financial condition.
Bamaodah v. E.F. Hutton & Company Inc. (Reported in Holdings' Annual Report on
Form 10-K and Second Quarter Report on Form 10-Q)
The hearing moved to October, 1999 has been further adjourned to November, 1999.
Actions Relating to the Sales and Marketing of Limited Partnerships. (Reported
in Holdings' Annual Report on Form 10-K and First Quarter Report on Form 10-Q)
Klein, et al. v. Lehman Brothers Inc., et al. Plaintiffs withdrew their appeal
and it was dismissed with prejudice.
Bruss, et al. v. Lehman Brothers Inc., et al. At a hearing on September 24,
1999, the court granted the defendants' motion to dismiss the complaint without
prejudice and with leave to file an amended complaint by November 30, 1999.
In re MobileMedia Securities Litigation (Reported in Holdings' Annual Report on
Form 10-K)
The parties have reached an agreement in principle to settle the action, subject
to final documentation and court approval.
AIA Holding SA et al. v. Lehman Brothers Inc. and Bear Stearns & Co., Inc.
(Reported in Holdings' Annual Report on Form 10-K)
The Court has ordered the plaintiffs divided into 14 groups of 20 for trial
purposes. The first trial is scheduled to commence in the third quarter of 2000.
<PAGE>
ITEM 6 Exhibits and Reports on Form 8-K
The following exhibits and reports on Form 8-K are filed as part of this
Quarterly Report, or where indicated, were heretofore filed and are hereby
incorporated by reference:
(a) Exhibits:
12 Computation in Support of Ratio of Earnings to Fixed Charges and
Combined Fixed Charges and Preferred Dividends
27 Financial Data Schedule
(b) Reports on Form 8-K:
1. Form 8-K dated July 22, 1999, Item 7.
2. Form 8-K dated September 23, 1999, Items 5 and 7.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LEHMAN BROTHERS HOLDINGS INC.
(Registrant)
Date: October 14, 1999 By: /s/ John Cecil
--------------------------
Chief Financial and
Administrative Officer
(Principal Financial Officer)
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
Exhibit 12 Computation in Support of Ratio of Earnings to Fixed Charges and
Combined Fixed Charges and Preferred Dividends
Exhibit 27 Financial Data Schedule
<PAGE>
Exhibit 12
LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
COMPUTATION of RATIOS of EARNINGS to FIXED CHARGES and
COMBINED FIXED CHARGES and PREFERRED STOCK DIVIDENDS
(Dollars in millions)
(Unaudited)
<TABLE>
<CAPTION>
For the For the For the For the For the For the
Eleven Twelve Twelve Twelve Twelve Nine
Months Months Months Months Months Months
Ended Ended Ended Ended Ended Ended
November 30 November 30 November 30 November 30 November 30 August 31
1994 1995 1996 1997 1998 1999
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Pre-tax earnings from continuing
operations $ 193 $ 369 $ 637 $ 937 $ 1,052 $ 1,192
Add: Fixed charges (excluding
capitalized interest) 6,494 10,449 10,852 13,043 15,813 10,383
------------- ------------- ------------- ------------- ------------- -------------
Pre-tax earnings before fixed charges 6,687 10,818 11,489 13,980 16,865 11,575
============= ============= ============= ============= ============= =============
Fixed charges:
Interest 6,452 10,405 10,816 13,010 15,781 10,359
Other (a) 46 72 50 41 47 63
------------- ------------- ------------- ------------- ------------- -------------
Total fixed charges 6,498 10,477 10,866 13,051 15,828 10,422
------------- ------------- ------------- ------------- ------------- -------------
Preferred stock dividend requirements 58 64 58 109 124 146
------------- ------------- ------------- ------------- ------------- -------------
Total combined fixed charges and
preferred stock dividends $ 6,556 $ 10,541 $ 10,924 $ 13,160 $ 15,952 $ 10,568
============= ============= ============= ============= ============= =============
RATIO OF EARNINGS TO FIXED
CHARGES 1.03 1.03 1.06 1.07 1.07 1.11
RATIO OF EARNINGS TO COMBINED
FIXED CHARGES AND PREFERRED
STOCK DIVIDENDS 1.02 1.03 1.05 1.06 1.06 1.10
</TABLE>
(a) Other fixed charges consist of the interest factor in rentals and
capitalized interest.
<TABLE> <S> <C>
<ARTICLE> BD
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Consolidated Statement of Financial Condition at August 31, 1999
(Unaudited) and the Consolidated Statement of Income for the nine months ended
August 31, 1999 (Unaudited) and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> NOV-30-1999
<PERIOD-START> DEC-01-1998
<PERIOD-END> AUG-31-1999
<CASH> 5,997
<RECEIVABLES> 13,081
<SECURITIES-RESALE> 66,043
<SECURITIES-BORROWED> 28,160
<INSTRUMENTS-OWNED> 87,105
<PP&E> 489
<TOTAL-ASSETS> 202,149
<SHORT-TERM> 6,669
<PAYABLES> 13,150
<REPOS-SOLD> 90,664
<SECURITIES-LOANED> 6,734
<INSTRUMENTS-SOLD> 48,415
<LONG-TERM> 29,857
710
758
<COMMON> 12
<OTHER-SE> 5,180
<TOTAL-LIABILITY-AND-EQUITY> 202,149
<TRADING-REVENUE> 1,682
<INTEREST-DIVIDENDS> 10,798
<COMMISSIONS> 465
<INVESTMENT-BANKING-REVENUES> 1,286
<FEE-REVENUE> 0
<INTEREST-EXPENSE> 10,359
<COMPENSATION> 1,992
<INCOME-PRETAX> 1,192
<INCOME-PRE-EXTRAORDINARY> 830
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 830
<EPS-BASIC> 6.12
<EPS-DILUTED> 5.86
</TABLE>
