FWP 1 fwfloat.txt FWP 12-7-05 FLOATER Filed Pursuant to Rule 433 Registration No. 333-121067 December 7, 2005 LEHMAN BROTHERS Fixed Income Derivative Products 1Yr CMT Floater Lehman Brothers Holdings Inc. has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for this offering. Before you invest, you should read the prospectus dated May 18, 2005, the prospectus supplement dated May 18, 2005, and other documents Lehman Brothers Holdings Inc. has filed with the SEC for more complete information about Lehman Brothers Holdings Inc. and this offering. Buyers should rely upon the prospectus, prospectus supplement and any relevant free writing prospectus for complete details. You may get these documents and other documents Lehman Brothers Holdings Inc. has filed for free by searching the SEC online database (EDGAR(R)) at www.sec.gov, with "Lehman Brothers Holdings Inc." as a search term. Alternatively, Lehman Brothers Inc. or any other dealer participating in the offering will arrange to send you the prospectus, prospectus supplement and final pricing supplement (when completed) if you request it by calling your Lehman Brothers sales representative, such other dealer or 1-212-528-6428/ 1-212-528-8576. A copy of the prospectus may be obtained from Lehman Brothers Inc., Attn: Structured Note Desk, 3rd Floor, 745 Seventh Avenue, New York, NY 10019. Trade Date: 12/7/05 Issuer: Lehman Brothers Holdings Inc. (A1/A+/A+) Underwriter(s): Lehman Brothers Inc. Principal Amount: $50,000,000 Cusip: 52517PD40 Issue Date: 12/20/05 Maturity Date: 12/20/07 Interest Payment Dates: Monthly on the 20th of each month commencing January 20th, 2006. Interest Rate: 1YR CMT + 5 bps, subject to floor of 0% All values input into formulas for the Interest Rate and intermediate calculations expressed as a percentage rounded to five decimal places and any Interest Rate expressed as a percentage rounded to three decimal places. Reset: Monthly on the 20th of each month commencing 12/20/05 Determined: Two New York Business Days prior to the beginning of each Interest Period. 1yr CMT: 1-Year USD CMT is the 1-year Constant Maturity US Treasury yield index, determined 2 Business Days prior to beginning of each Coupon Period. CMT is published on Telerate page 7051. If Telerate page 7051 is unavailable, then the backup is Federal Reserve Statistical Release H.15. Price to public: 100% of Par Minimum Denomination: $1,000 and integral multiples of $1,000 Day Count Convention: 30/360 Payment Convention: Following New York Business Day with no adjustment for period end dates. Risk Factors The secondary market for, and the market value of, the Notes will be affected by a number of factors independent of the creditworthiness of Lehman Brothers Holdings Inc., including the level and direction of interest rates, the anticipated level and potential volatility of the 1-Year CMT Rate, the method of calculating the 1-Year CMT Rate, the time remaining to the maturity of the Notes, the aggregate principal amount of the Notes and the availability of comparable instruments. The value of the 1-Year CMT Rate depends on a number of interrelated factors, including economic, financial and political events, over which Lehman Brothers Holdings Inc. has no control. Historical Levels of 1-Year CMT The historical experience of 1-Year CMT should not be taken as an indication of the future performance of 1-Year CMT during the term of the Notes. Fluctuations in the level of 1-Year CMT make the Notes' effective interest rate difficult to predict and can result in effective interest rates to investors that are lower than anticipated. In addition, historical interest rates are not necessarily indicative of future interest rates. Fluctuations in interest rates and interest rate trends that have occurred in the past are not necessarily indicative of fluctuations that may occur in the future, which may be wider or narrower than those that have occurred historically.
Hypothetical Interest Reset Hypothetical Interest Reset Date 1-Year CMT (%) Date 1-Year CMT (%) -------------------------------- -------------- ------------------------------ -------------- January 20, 1995 7.119 July 20, 2000 6.388 February 20, 1995 0.000 August 20, 2000 6.419 March 20, 1995 6.419 September 20, 2000 6.254 April 20, 1995 6.194 October 20, 2000 6.159 May 20, 1995 6.038 November 20, 2000 6.118 June 20, 1995 5.662 December 20, 2000 5.541 July 20, 1995 5.803 January 20, 2001 4.908 August 20, 1995 5.922 February 20, 2001 4.785 September 20, 1995 5.583 March 20, 2001 4.244 October 20, 1995 5.666 April 20, 2001 3.983 November 20, 1995 5.455 May 20, 2001 3.969 December 20, 1995 5.315 June 20, 2001 3.572 January 20, 1996 5.025 July 20, 2001 3.559 February 20, 1996 5.151 August 20, 2001 3.396 March 20, 1996 5.527 September 20, 2001 2.499 April 20, 1996 5.623 October 20, 2001 2.239 May 20, 1996 5.699 November 20, 2001 2.262 June 20, 1996 5.979 December 20, 2001 2.124 July 20, 1996 5.912 January 20, 2002 1.991 August 20, 1996 5.689 February 20, 2002 2.131 September 20, 1996 5.935 March 20, 2002 2.673 October 20, 1996 5.616 April 20, 2002 2.345 November 20, 1996 5.465 May 20, 2002 2.382 December 20, 1996 5.597 June 20, 2002 2.092 January 20, 1997 0.000 July 20, 2002 1.730 February 20, 1997 5.564 August 20, 2002 1.588 March 20, 1997 5.939 September 20, 2002 1.632 April 20, 1997 6.059 October 20, 2002 1.714 May 20, 1997 5.906 November 20, 2002 1.502 June 20, 1997 5.747 December 20, 2002 1.293 July 20, 1997 5.692 January 20, 2003 1.227 August 20, 1997 5.699 February 20, 2003 1.175 September 20, 1997 5.640 March 20, 2003 1.240 October 20, 1997 5.717 April 20, 2003 1.226 November 20, 1997 5.658 May 20, 2003 1.033 December 20, 1997 5.655 June 20, 2003 0.924 January 20, 1998 5.366 July 20, 2003 1.062 February 20, 1998 5.406 August 20, 2003 1.223 March 20, 1998 5.500 September 20, 2003 1.138 April 20, 1998 5.524 October 20, 2003 1.252 May 20, 1998 5.537 November 20, 2003 1.206 June 20, 1998 5.515 December 20, 2003 1.173 July 20, 1998 5.452 January 20, 2004 1.115 August 20, 1998 5.331 February 20, 2004 1.158 September 20, 1998 4.820 March 20, 2004 1.089 October 20, 1998 4.211 April 20, 2004 1.422 November 20, 1998 4.659 May 20, 2004 1.775 December 20, 1998 4.597 June 20, 2004 2.104 January 20, 1999 4.656 July 20, 2004 2.046 February 20, 1999 4.835 August 20, 2004 1.951 March 20, 1999 4.872 September 20, 2004 2.014 April 20, 1999 4.806 October 20, 2004 2.146 May 20, 1999 5.052 November 20, 2004 2.613 June 20, 1999 5.286 December 20, 2004 2.749 July 20, 1999 5.197 January 20, 2005 2.905 August 20, 1999 5.419 February 20, 2005 3.154 September 20, 1999 5.489 March 20, 2005 3.365 October 20, 1999 5.719 April 20, 2005 3.276 November 20, 1999 5.761 May 20, 2005 3.447 December 20, 1999 6.095 June 20, 2005 3.508 January 20, 2000 6.262 July 20, 2005 3.730 February 20, 2000 6.439 August 20, 2005 3.909 March 20, 2000 6.432 September 20, 2005 3.908 April 20, 2000 6.362 October 20, 2005 4.206 May 20, 2000 6.836 November 20, 2005 4.377 June 20, 2000 6.488