-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OXIoR+cCS5Qc7QNgvNWGQpEeRGeZ6+uhJStz/D3D+4tguRHWS5sDVcvFqCV2XG9M XJZiPMDKr2vTa8ZclQ8MJg== 0000806085-03-000003.txt : 20030114 0000806085-03-000003.hdr.sgml : 20030114 20030109172325 ACCESSION NUMBER: 0000806085-03-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20030109 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09166 FILM NUMBER: 03509574 BUSINESS ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 8-K 1 f03-01_098k.txt FORM 8K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 9, 2003 Lehman Brothers Holdings Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-9466 13-3216325 (Commission File Number) (IRS Employer Identification No.) 745 Seventh Avenue New York, NY 10019 (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code: (212) 526-7000 Item 5. Other Events On January 9, 2003, Lehman Brothers Holdings Inc. (the "Registrant") issued a press release announcing that it will record in its 2002 fourth quarter the recently announced regulatory settlement regarding allegations of research analyst conflicts of interest, and amending its previous earnings announcement on December 19, 2002. A copy of the press release follows as Exhibits 99.1 through 99.4 hereto. Item 7. Financial Statements and Exhibits (c) Exhibits The following Exhibits are filed as part of this Report. Exhibit 99.1 Press Release announcing recording of research analyst settlement Exhibit 99.2 Selected Statistical Information (Preliminary and Unaudited) Exhibit 99.3 Consolidated Statement of Income Three Months Ended November 30, 2002 and 2001 (Preliminary and Unaudited) Exhibit 99.4 Consolidated Statement of Income Twelve Months Ended November 30, 2002 and 2001 (Preliminary and Unaudited) 2 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 hereunto duly authorized. LEHMAN BROTHERS HOLDINGS INC. (Registrant) Date: January 9, 2003 By: /s/ David Goldfarb ------------------------------ David Goldfarb Chief Financial Officer (Principal Financial Officer) 3 EXHIBIT INDEX Exhibit 99.1 Press Release announcing recording of research analyst settlement Exhibit 99.2 Selected Statistical Information (Preliminary and Unaudited) Exhibit 99.3 Consolidated Statement of Income Three Months Ended November 30, 2002 and 2001 (Preliminary and Unaudited) Exhibit 99.4 Consolidated Statement of Income Twelve Months Ended November 30, 2002 and 2001 (Preliminary and Unaudited) 4 EX-99 3 f03-01_098kexh991.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 For Immediate Release Media Contact: Tony Zehnder 212-526-5134 Investor Contact: Shaun Butler 212-526-8381 Lehman Brothers Records Recently Announced Research Analyst Settlement In Fourth Quarter 2002 NEW YORK, January 9, 2003 - Lehman Brothers Holdings Inc. today announced that it will record in its 2002 fourth quarter the recently announced settlement regarding allegations of research analyst conflicts of interest. As such, a pre-tax charge of $80 million ($56 million after-tax, and $0.21 per common share) will now be included in the Firm's 2002 full year results. This amends the previous earnings announcement on December 19, 2002. For the full year of fiscal 2002, the Firm will report net income of $975 million, or $3.47 per common share (diluted) compared to $1.26 billion, or $4.38 per common share (diluted) in fiscal 2001. Fourth quarter 2002 net income will be $187 million, or $0.69 per common share (diluted) compared to $130 million, or $0.46 per common share (diluted) in the fourth quarter of 2001. Although this settlement was agreed to subsequent to the Firm's fiscal year end and subsequent to the Firm's fourth quarter 2002 earnings release, it is appropriate and conservative to account for it in fourth quarter 2002, based on accounting rules governing this type of subsequent event. Lehman Brothers (ticker symbol NYSE: LEH), an innovator in global finance, serves the financial needs of corporations, governments and municipalities, institutional clients, and high-net-worth individuals worldwide. Founded in 1850, Lehman Brothers maintains leadership positions in equity and fixed income sales, trading and research, investment banking, private equity, and private client services. The Firm is headquartered in New York, London, and Tokyo and operates in a network of offices around the world. For further information about Lehman Brothers' services, products, and recruitment opportunities, visit our Web site at www.lehman.com. Amended financial information and other data follows. EX-99 4 f03-01_098kexh992.txt EXHIBIT 99.2 SELECTED STATISTICAL INFORMATION EXHIBIT 99.2 LEHMAN BROTHERS HOLDINGS INC. SELECTED STATISTICAL INFORMATION (Preliminary and Unaudited) (Dollars in millions, except per share data)
Twelve Months Quarters Ended Ended ----------------------------------------------------------- ----------------------------------------------------------- 2002 2001 11/30/02 8/31/02 5/31/02 2/28/02 11/30/01 ----------------------------------------------------------- Income Statement Net Revenues $6,155 $6,736 $1,539 $1,347 $1,663 $1,606 $1,203 Non-Interest Expenses: Compensation and Benefits 3,139 3,437 785 687 848 819 615 Nonpersonnel Expenses 1,517 1,424 400 391 379 347 345 September 11, 2001 related (recoveries)/expenses, net (108) 127 (108) - - - 127 Other real estate reconfiguration costs 128 - 128 - - - - Regulatory settlement 80 - 80 - - - - Net Income (a) 975 1,255 187 194 296 298 130 Net Income Applicable to Common Stock 906 1,161 176 183 285 262 119 Earnings per Common Share (b) Basic $3.69 $4.77 $0.72 $0.74 $1.16 $1.07 $0.49 Diluted $3.47 $4.38 $0.69 $0.70 $1.08 $0.99 $0.46 Financial Ratios (%) Return on Common Equity (annualized) (c) 11.2% 15.9% 8.6% 8.9% 14.1% 13.4% 6.3% Return on Common Equity (annualized, excluding the special preferred dividends, where applicable) (d) 11.5% 16.5% 8.6% 8.9% 14.1% 14.6% 6.3% Pretax Operating Margin (e) 22.7% 26.0% 16.5% 20.0% 26.2% 27.4% 9.6% Compensation & Benefits/Net Revenues 51.0% 51.0% 51.0% 51.0% 51.0% 51.0% 51.1% Effective Tax Rate (f) 26.3% 25.0% 20.7% 22.6% 29.0% 29.0% (24.4)% Balance Sheet Total Assets $260,000$265,213$267,787$260,061$247,816 Total Assets Excluding Matched Book (g) 165,000 159,879 173,671 168,850 164,538 Common Stockholders' Equity 8,242 8,209 8,206 7,948 7,759 Total Stockholders' Equity + Preferred Securities Subject to Mandatory Redemption 9,652 9,619 9,616 9,358 9,169 Total Capital (h) 48,329 48,530 46,259 47,343 47,470 Net Leverage (i) 17.1x 16.6x 18.1x 18.0x 17.9x Book Value per Common Share (j) 34.15 33.49 33.22 32.47 31.81 Other Data (#s) Employees 12,343 12,980 12,694 12,851 13,090 Common Stock Outstanding (in millions) 231.1 239.0 243.6 244.2 237.5 Weighted Average Shares (in millions) Basic 245.4 243.1 243.9 246.7 245.8 245.3 241.9 Diluted 261.2 265.3 255.1 261.0 263.5 265.2 261.6
- -------- (a) Fourth quarter 2002 net income includes a $128 million pre-tax charge ($82 million after tax) related to the reconfiguration of certain of the firm's global real estate, $108 million pretax gain ($60 million after tax) from September 11th related (recoveries)/expenses, net and pre-tax charge of $80 million ($56 million after tax) related to the Firm's regulatory settlement. Fourth quarter 2001 net income includes a $127 million pre-tax charge ($71 million after tax) for September 11th related (recoveries)/expenses, net. (b) For the year and quarter ended November 30, 2002 basic EPS was reduced by $.32, and fully diluted EPS was reduced by $.30 and $.31, respectively, as a result of the other real estate charge, September 11th related (recoveries)/expenses, net and regulatory settlement charge. For the year and quarter ended November 30, 2001 basic EPS was reduced $0.29 and $0.30 and fully diluted EPS was reduced by $0.26 and $0.27, respectively, as a result of September 11th related (recoveries)/expenses, net. (c) For the year and quarter ended November 30, 2002, the Company's return on common equity was reduced by 1.0% and 3.7%, as a result of the other real estate charge, September 11th related (recoveries)/expenses, net and regulatory settlement charge. For the year and quarter ended November 30, 2001, the Company's return on common equity was reduced by 1.0% and 3.7%, respectively as a result of the September 11th related (recoveries)/expenses, net. (d) Return on common equity calculated using net income before adjusting for special preferred dividends of $25 million in the first quarter of 2002 and $50 million in the second quarter of 2001. These dividends have been excluded on an adjusted basis, as they will no longer be recurring after 2002. (e) Pre-tax operating margin for the year and quarter ended November 30, 2002 was reduced by approximately 1.7% and 6.5%, respectively, as a result of the other real estate charge, September 11th related (recoveries)/expenses, net and regulatory settlement charge. Pre-tax operating margin for the year and quarter ended November 30, 2001 was reduced by approximately 1.8% and 10.6%, respectively, as a result of the September 11th related (recoveries)/expenses, net. (f) The effective tax rate for the year and quarter ended November 30, 2002 increased/(decreased) by approximately 0.3% and (.5%), respectively, as a result of the other real estate charge, September 11th related (recoveries)/expenses, net and regulatory settlement charge. The effective tax rate for the year and quarter ended November 30, 2001 decreased by approximately 1.3% and 35.9%, respectively as a result of the September 11th related (recoveries)/expenses, net. (g) Matched book is defined as the lower of securities purchased under agreements to resell or securities sold under agreements to repurchase. (h) Total capital includes long-term debt, stockholders' equity and preferred securities subject to mandatory redemption. (i) Net leverage ratio is calculated using total assets excluding matched book to total stockholders' equity and other preferred securities. (j) The book value per common share calculation includes restricted stock units granted under Lehman Stock Award Programs included in stockholders' equity. EX-99 5 f03-01_098kexh993.txt EXHIBIT 99.3 CONSOLIDATED STATEMENT OF INCOME EXHIBIT 99.3 LEHMAN BROTHERS HOLDINGS INC. CONSOLIDATED STATEMENT OF INCOME (Preliminary and Unaudited) (In millions, except per share data)
Three Months Ended ------------------------------------ Percentage of November 30 November 30 Dollar Change 2002 2001 Inc/(Dec) ---------------- --- --------------- ------------------- Revenues: Principal transactions $ 520 $ 161 Investment banking 409 461 Commissions 308 264 Interest and dividends 2,885 3,400 Other 11 14 ---------------- --------------- Total revenues 4,133 4,300 Interest expense 2,594 3,097 ---------------- --------------- Net revenues 1,539 1,203 28% ---------------- --------------- Non-interest expenses: Compensation and benefits 785 615 Technology and communications 148 125 Brokerage and clearance 92 76 Occupancy 74 61 Professional fees 39 26 Business development 34 34 Other 13 23 September 11, 2001 related (recoveries)/expenses, net (108) 127 Other real estate reconfiguration costs 128 - Regulatory settlement 80 - ---------------- --------------- Total non-interest expenses 1,285 1,087 18% ---------------- --------------- Income before taxes and dividends on trust preferred securities 254 116 Provision (Benefit)for income taxes 53 (28) Dividends on trust preferred securities 14 14 ---------------- --------------- Net income $ $ 44% 187 130 ================ =============== Preferred stock dividends 11 11 Net income applicable to common stock $ 176 $ 119 ================ =============== Earnings per common share Basic $0.72 $0.49 ================ =============== Diluted $0.69 $0.46 ================ ===============
EX-99 6 f03-01_098kexh994.txt EXHIBIT 99.4 CONSOLIDATED STATEMENT OF INCOME EXHIBIT 99.4 LEHMAN BROTHERS HOLDINGS INC. CONSOLIDATED STATEMENT OF INCOME (Preliminary and Unaudited) (In millions, except per share data)
Twelve Months Ended ---------------------------------------- Percentage of November 30 November 30 2001 Dollar Change 2002 Inc/(Dec) ------------------ -- ------------------ ------------------- Revenues: Principal transactions $ 1,951 $ 2,779 Investment banking 1,771 2,000 Commissions 1,286 1,091 Interest and dividends 11,728 16,470 Other 45 52 ------------------ ------------------ Total revenues 16,781 22,392 Interest expense 10,626 15,656 ------------------ ------------------ Net revenues 6,155 6,736 (9%) ------------------ ------------------ Non-interest expenses: Compensation and benefits 3,139 3,437 Technology and communications 552 501 Brokerage and clearance 329 308 Occupancy 287 198 Business development 146 183 Professional fees 129 152 Other 74 82 September 11, 2001 related (recoveries)/expenses, net (108) 127 Other real estate reconfiguration costs 128 - Regulatory settlement 80 - ------------------ ------------------ Total non-interest expenses 4,756 4,988 (5%) ------------------ ------------------ Income before taxes and dividends on trust preferred securities 1,399 1,748 Provision for income taxes 368 437 Dividends on trust preferred securities 56 56 ------------------ ------------------ Net income $ 975 $ 1,255 (22%) ================== ================== Preferred stock dividends 69 94 Net income applicable to common stock $ 906 $ 1,161 (22%) ================== ================== Earnings per common share Basic $ 3.69 $ 4.77 ================== ================== Diluted $ 3.47 $ 4.38 ================== ==================
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