- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K (MARK ONE) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1998 / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 incorporation or organization) No.) 3 WORLD FINANCIAL CENTER 10285 NEW YORK, NEW YORK (Zip Code) (Address of principal executive offices) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 526-7000 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: <TABLE> <CAPTION> NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED - --------------------------------------------------------------------- ------------------------ <S> <C> Common Stock, $.10 par value New York Stock Exchange Pacific Exchange Depositary Shares representing 5.94% Cumulative Preferred Stock, Series C New York Stock Exchange Depositary Shares representing 5.67% Cumulative Preferred Stock, Series D New York Stock Exchange 8% Trust Preferred Securities, Series I of Subsidiary Trust (and Registrant's guarantee thereof) New York Stock Exchange Global Telecommunications Stock Upside Note Securities(SM) Due 2000 American Stock Exchange 8 3/4% Notes Due 2002 New York Stock Exchange 8.30% Quarterly Income Capital Securities Series A, Due December 31, 2035 New York Stock Exchange </TABLE> SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. /X/ Aggregate market value of the voting and nonvoting common equity held by non-affiliates of the Registrant at February 9, 1999 was approximately $5,822,446.36. For purposes of this information, the outstanding shares of common stock owned by certain executive officers of the Registrant were deemed to be shares of common stock held by affiliates. As of February 9, 1999, 119,411,161 shares of the Registrant's Common Stock, $.10 par value per share, were issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE: (1) Lehman Brothers Holdings Inc. 1998 Annual Report to Stockholders (the "1998 Annual Report")-- Incorporated in part in Parts II and IV. (2) Lehman Brothers Holdings Inc. Proxy Statement for its 1999 Annual Meeting of Stockholders (the "Proxy Statement")--Incorporated in part in Parts I and III. - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
PART I ITEM 1. BUSINESS GENERAL DEVELOPMENT OF BUSINESS As used herein, "Holdings" or the "Registrant" means Lehman Brothers Holdings Inc., a Delaware corporation, incorporated on December 29, 1983. Holdings and its subsidiaries are collectively referred to as the "Company," the "Firm" or "Lehman Brothers," and Lehman Brothers Inc., a Delaware corporation and the principal subsidiary of Holdings, is referred to herein as "LBI." The Company is one of the leading global investment banks serving institutional, corporate, government and high-net-worth individual clients and customers. Its executive offices are located at 3 World Financial Center, New York, New York 10285, and its telephone number is (212) 526-7000. LEHMAN BROTHERS Lehman Brothers is one of the leading global investment banks, serving institutional, corporate, government and high-net-worth individual clients and customers. The Company's worldwide headquarters in New York and regional headquarters in London and Tokyo are complemented by offices in additional locations in the United States, Europe, the Middle East, Latin America and the Asia Pacific region. The Company is engaged primarily in providing financial services. Other businesses in which the Company is engaged represent less than 10 percent of consolidated assets, revenues or pre-tax income. The Company's business includes capital raising for clients through securities underwriting and direct placements, corporate finance and strategic advisory services, merchant banking, securities sales and trading, research, and the trading of foreign exchange, derivative products and certain commodities. The Company acts as a market-maker in all major equity and fixed income products in both the domestic and international markets. Lehman Brothers is a member of all principal securities and commodities exchanges in the United States, as well as the National Association of Securities Dealers, Inc. ("NASD"), and holds memberships or associate memberships on several principal international securities and commodities exchanges, including the London, Tokyo, Hong Kong, Frankfurt, Paris and Milan stock exchanges. The Company's business activities are highly integrated and constitute a single industry segment. Financial information concerning the Company for the fiscal years ended November 30, 1998, November 30, 1997 and November 30, 1996, including the amount of revenue contributed by each class of similar products or services that accounted for 10% or more of the Company's consolidated revenues in any one of those periods, is set forth in the Consolidated Financial Statements and the Notes thereto in the 1998 Annual Report and is incorporated herein by reference. Information with respect to the Company's operations by geographic area is set forth in Note 15 to the Notes to Consolidated Financial Statements on pages 90-91 of the 1998 Annual Report and is incorporated herein by reference. Since 1990, Lehman Brothers has focused on a "client/customer-driven" strategy. Under this strategy, Lehman Brothers concentrates on serving the needs of major issuing and advisory clients and investing customers worldwide to build an increasing "flow" of business that leverages the Company's research, underwriting and distribution capabilities. Customer flow continues to be the primary source of the Company's net revenues. Developing long-term relationships with issuing clients and investing customers is a central premise of the Company's client/customer-driven strategy. Based on management's belief that each client and customer directs a majority of its financial transactions to a limited number of investment banks, Lehman Brothers' investment banking and institutional and private client sales professionals focus on a targeted group of clients and customers worldwide to identify and develop lead relationships. The Company believes that such relationships position Lehman Brothers to receive a substantial portion of its clients' and customers' financial business and lessen the volatility of revenues generally associated with the financial services industry. 1
LEHMAN BUSINESSES Lehman Brothers is a leading underwriter and market-maker of global fixed income and equity securities in the public and private markets. The Company is also a prominent advisor for corporations and governments around the world. INVESTMENT BANKING Lehman Brothers' Investment Banking professionals are responsible for developing and maintaining relationships with issuing clients, gaining a thorough understanding of their specific needs and bringing together the full resources of Lehman Brothers to accomplish their financial objectives. Investment Banking is organized into industry, geographic and product coverage groups, enabling individual bankers to develop specific expertise in particular industries and markets. Industry coverage groups include Financial Institutions, Health Care, Industrial/Consumer, Media/Telecommunications, Natural Resources, Power, Real Estate, Retailing and Technology. Where appropriate, specialized product groups are partnered with the global industry and geographic groups to provide tailor-made solutions for Lehman Brothers' clients. These product groups include Equity Capital Markets, which includes equity and equity-related securities and derivatives; Debt Capital Markets, which incorporates expertise in syndicate, liability management, derivatives and private placements; Mergers and Acquisitions; Leveraged Finance, which includes high yield debt and bank loan syndication; Private Placements; and Financial Sponsors, which structures and executes leveraged acquisitions. Geographically, Lehman Brothers maintains investment banking offices in five cities in the U.S. and in twenty cities in Europe, the Middle East, Asia and Latin America. MERGERS AND ACQUISITIONS/STRATEGIC ADVISORY. Lehman Brothers has a long history of providing strategic advisory services to corporate, institutional and government clients around the world on a wide range of financial matters, including mergers and acquisitions, restructurings and spin-offs, targeted stock transactions, share repurchase strategies, takeover defenses and tax optimization strategies. During 1998, the Company expanded its global mergers and acquisitions presence, advising on 66 cross-border transactions. Linkages between strategic advisory services and the Firm's foreign exchange, derivatives and leveraged financing products are widely utilized. FIXED INCOME Lehman Brothers actively participates in all key fixed income markets worldwide and maintains a 24-hour trading presence in global fixed income securities. The Company combines professionals from the distribution, research and trading areas of the Fixed Income Division, together with investment bankers, into teams to serve the financial needs of the Company's clients and customers. The Company is a leading underwriter of new issues, and is also a preeminent market-maker in these and other fixed income securities. The Company's global presence facilitates client and customer transactions and provides liquidity in marketable fixed and floating rate debt securities. Fixed Income businesses include the following: GOVERNMENT AND AGENCY OBLIGATIONS. Lehman Brothers is one of the leading primary dealers in U.S. government securities, as designated by the Federal Reserve Bank of New York, participating in the underwriting and market-making of U.S. Treasury bills, notes and bonds, and securities of federal agencies. The Company is also a market-maker in the government securities of all G7 countries, and participates in other major European and Asian government bond markets. The Company is active in France as a reporting dealer and in Italy as a super-primary dealer. CORPORATE DEBT SECURITIES. Lehman Brothers engages in the underwriting and market making of fixed and floating rate investment grade debt worldwide. The Company is also a major participant in the preferred stock market, managing numerous offerings of long-term and perpetual preferreds and auction rate securities. 2
HIGH YIELD SECURITIES AND BANK LOANS. The Company also underwrites and makes markets in non-investment grade debt securities and bank loans. The Company provides "one-stop" leveraged finance solutions for corporate and financial acquirers and high yield issuers, including multi-step, multiproduct acquisition financing. MONEY MARKET PRODUCTS. Lehman Brothers holds dominant market positions in the origination and distribution of medium-term notes and commercial paper. The Company is an appointed dealer for over 600 active commercial paper programs on behalf of companies and government agencies worldwide. MORTGAGE AND ASSET-BACKED SECURITIES. The Company is a leading underwriter of and market-maker in residential and commercial mortgage- and asset-backed securities and is active in all areas of secured lending, structured finance and securitized products. Lehman Brothers underwrites and makes markets in the full range of U.S. agency-backed mortgage products, mortgage-backed securities, asset-backed securities and whole loan products. Internationally, the Firm has expanded its capabilities in mortgage and asset-backed securities, leases, mortgages, multi-family financing and commercial loans. MUNICIPAL AND TAX-EXEMPT SECURITIES. Lehman Brothers is a major dealer in municipal and tax-exempt securities, including general obligation and revenue bonds, notes issued by states, counties, cities, and state and local governmental agencies, municipal leases, tax-exempt commercial paper and put bonds. Lehman Brothers is also a leader in the structuring, underwriting and sale of tax-exempt and taxable securities and derivative products for city, state, not-for-profit and other public sector clients. EMERGING MARKET SECURITIES. The Company engages in the trading, structuring and underwriting of Latin American, Eastern European, and Asian dollar and local currency instruments. FINANCING. The Company's Financing unit engages in three primary functions: managing the Company's matched book activities, supplying secured financing to customers, and providing funding for the Company's activities. Matched book funding involves lending cash on a short-term basis to institutional customers collateralized by marketable securities, typically government or government agency securities. The Company enters into these agreements in various currencies and seeks to generate profits from the difference between interest earned and interest paid. The Financing unit works with the Company's institutional sales force to identify customers that have cash to invest and/or securities to pledge to meet the financing and investment objectives of the Company and its customers. Financing also coordinates with the Company's Treasury area to provide collateralized financing for a large portion of the Company's securities and other financial instruments owned. In addition to its activities on behalf of its U.S. clients and customers, the Company is a major participant in the European and Asian repurchase agreement markets, providing secured financing for the Firm's customers in those regions. FIXED INCOME DERIVATIVES. The Company offers a broad range of derivative product services in all major currencies on a 24-hour-per-day global basis. Derivatives professionals are integrated into all of the Company's fixed income areas in response to the worldwide convergence of the cash and derivative markets. FOREIGN EXCHANGE. Lehman Brothers' global foreign exchange operations provide market access and liquidity in all currencies for spot, forward and over-the-counter options markets on a 24-hour-per-day basis. Lehman Brothers offers its customers superior execution, market intelligence, analysis and hedging capabilities, utilizing foreign exchange as well as foreign exchange options and derivatives. In collaboration with the Firm's emerging markets unit, the Firm's foreign exchange activities have diversified into Latin American, Eastern European and Asian currencies. Lehman Brothers also provides advisory services to central banks, corporations, investors worldwide, structuring innovative products to fit their specific needs. The Firm makes extensive use of its worldwide macroeconomics research to advise clients on the appropriate strategies to minimize interest rate and currency risk. In addition to the Company's traditional client/customer-driven foreign exchange activities, Lehman Brothers also trades foreign currencies for its own account. 3
EQUITIES Lehman Brothers combines professionals from the sales, trading, investment banking and research areas of its Equities Division into teams to serve the financial needs of the Company's equity clients and customers. The Company's equity expertise and the integrated nature of the Company's global operations enable Lehman Brothers to structure and execute global equity transactions for clients worldwide. The Company is a leading underwriter of initial public and secondary offerings of equity and equity-related securities. Lehman Brothers also makes markets in these and other securities, and executes block trades on behalf of clients and customers. The Company also actively participates in assisting governments around the world in raising equity capital as part of their privatization programs. The Equities group is responsible for the Company's equity operations and all dollar and non-dollar equity and equity-related products worldwide. These products include listed and over-the-counter ("OTC") securities, American Depositary Receipts, convertibles, options, warrants and derivatives. The Company participates in the global equity and equity-related markets in all major currencies through its worldwide presence and membership in major stock exchanges, including, among others, those in New York, London, Tokyo, Hong Kong, Frankfurt, Paris and Milan. EQUITY DERIVATIVES. Lehman Brothers offers equity derivative capabilities across a wide spectrum of products and currencies, including domestic and international program trading, listed options and futures and structured derivatives. The Firm's equity derivatives business is organized into two major product areas--a global volatility business, encompassing options-related products, and a global portfolio trading business that specializes in index arbitrage, agency/risk baskets and other structured products. EQUITY FINANCE. Lehman Brothers maintains an integrated Equity Financing and Prime Broker business to provide liquidity to its clients and customers and supply a source of secured financing for the Firm. MERCHANT BANKING AND PRIVATE EQUITY Lehman Brothers' merchant banking activities include making principal investments in partnership with clients of the Firm, raising capital from institutional and high-net-worth investors and managing these investments until they are realized. The Firm's Merchant Banking group has more than 20 dedicated professionals based in New York and London. Through its merchant banking funds, the Company invests in established companies worldwide. In 1998, the Company also formalized its venture capital activities, investing a total of $37 million in 10 companies across a broad range of industries. In addition, Lehman Brothers engages in select equity and equity-related investments in commercial and residential properties. Further information is contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations--Merchant Banking and Related Lending Activities" on page 48 of the 1998 Annual Report. GLOBAL DISTRIBUTION Lehman Brothers' institutional and private client sales organizations encompass distinct global sales forces that have been integrated into the Fixed Income and Equities businesses to provide investors with the full array of products and research offered by the Firm. FIXED INCOME SALES. The Firm's Fixed Income sales force is one of the most productive in the industry, with approximately 278 professionals in 12 locations worldwide, serving the investing and liquidity needs of major institutional investors. Employing a relationship management approach that provides superior information flow and product opportunities for the Firm's customers, the Fixed Income sales organization covers the major share of the buying power in the global fixed income markets. EQUITY SALES. Lehman Brothers' institutional Equity sales group of over 345 professionals provides an extensive range of services to institutional investors through locations in the U.S., Europe and Asia. The 4
Equity sales organization focuses on developing long-term relationships though a comprehensive understanding of customers' investment objectives, while providing proficient execution and consistent liquidity in a wide range of global equity securities and derivatives. PRIVATE CLIENT SALES. The Company's Private Client Services group of 293 professionals serves the investment needs of private investors with substantial assets as well as over 1,000 mid-sized institutional accounts worldwide. The group has a global presence with investment representatives located in 11 offices worldwide. Among other services, investment professionals provide their clients with direct access to fixed income, equity, foreign exchange and derivative products, as well as the Firm's research and execution capabilities, thereby serving as a valuable extension of the Firm's institutional sales force. RESEARCH FIXED INCOME RESEARCH. Fixed Income research at Lehman Brothers encompasses the full range of research disciplines: quantitative, economic, strategic, credit, portfolio, relative value and market-specific analysis. Fixed Income research is integrated with the Company's investment banking, sales and trading activities. An important objective of Fixed Income research is to have in place high quality research analysts covering industry, geographic and economic sectors that support the activities of the Company's clients and customers. The department's 291 specialists provide expertise in U.S., European and Asian government and agency securities, derivatives, sovereign issues, corporate securities, high yield, asset- and mortgage-backed securities, real estate, emerging market debt and municipal securities. EQUITY RESEARCH. The Equity Research department, comprised of 120 analysts, is integrated with and supports the Company's investment banking, sales and trading activities. To ensure in-depth expertise within various markets, Equity Research has established regional teams on a worldwide basis that are staffed with industry and strategy specialists. OTHER BUSINESS ACTIVITIES While Lehman Brothers concentrates on its client/customer-driven strategy, the Company also participates in business opportunities such as arbitrage and proprietary trading that leverage the Company's expertise, infrastructure and resources. These businesses may generate substantial revenues but generally entail a higher degree of risk as the Company trades for its own account. ASSET MANAGEMENT. The Firm has several asset management related businesses. These include Investment Consulting Services, a wrap-fee series of third party managed products and management of multiple manager funds onshore and offshore. The Firm also has dealer agreements with a large number of mutual fund families. In addition, the Company packages internally managed product with emphasis on the various sectors of the private equity markets. ARBITRAGE. Lehman Brothers engages in a variety of arbitrage activities including "riskless" arbitrage, where the Company seeks to benefit from temporary price discrepancies that occur when a security is traded in two or more markets and "risk" arbitrage activities, which involve the purchase of securities at discounts from the expected values that would be realized if certain proposed or anticipated corporate transactions (such as mergers, acquisitions, recapitalizations, exchange offers, reorganizations, bankruptcies, liquidations or spin-offs) were to occur. To the extent that these anticipated transactions do not materialize in a manner consistent with the Company's expectations, the Company is subject to the risk that the value of these investments will decline. Lehman Brothers' arbitrage activities benefit from the Company's presence in the global capital markets, access to advanced information technology, in-depth market research, proprietary risk management tools and general experience in assessing rapidly changing market conditions. PROPRIETARY TRADING. In addition to its customer-flow activities, Lehman Brothers also takes proprietary positions in interest rates, foreign exchange, various securities, derivatives and commodities for its own 5
account. The Company's proprietary trading activities bring together various research and trading disciplines allowing it to take market positions, which at times may be significant, consistent with the Company's expectations of future events (such as movements in the level of interest rates, changes in the shape of yield curves and changes in the value of currencies). The Company is subject to the risk that actual market events will be different from the Company's expectations, which may result in significant losses associated with such proprietary positions. TRADING SERVICES AND CORPORATE The Company's Trading Services and Corporate divisions provide support to its businesses through the processing of certain securities and commodities transactions; receipt, identification and delivery of funds and securities; safeguarding of customers' securities; and compliance with regulatory and legal requirements. In addition, this staff is responsible for technology infrastructure and systems development, treasury operations, financial control and analysis, tax planning and compliance, internal audit, expense management, career development and recruiting and other support functions. TECHNOLOGY AND YEAR 2000 READINESS During 1998, considerable technology resources were devoted to ensuring the Company's successful conversion to the Euro and addressing the Year 2000 issue. The Company's response to the Year 2000 issue is described under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations--Year 2000 Readiness Disclosure" on pages 53-56 of the 1998 Annual Report. RISK MANAGEMENT As a leading global investment banking company, risk is an inherent part of all of Lehman Brothers' businesses and activities. Lehman Brothers has developed policies and procedures to identify, measure and monitor each of the various types of risks involved in its trading, brokerage and investment banking activities on a global basis. The principal risks involved in Lehman Brothers' activities are market risk, credit or counterparty risk, liquidity, legal and operational risks. Lehman Brothers has developed a control infrastructure to monitor and manage each type of risk on a global basis throughout the Company. A full description of the Firm's Risk Management procedures is contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations--Risk Management" on pages 51-53 of the 1998 Annual Report, and is incorporated herein by reference. COMPETITION All aspects of the Company's business are highly competitive. The Company competes in domestic and international markets directly with numerous other brokers and dealers in securities and commodities, investment banking firms, investment advisors and certain commercial banks and, indirectly for investment funds, with insurance companies and others. The financial services industry has become considerably more concentrated as numerous securities firms have either ceased operations or have been acquired by or merged into other firms. In addition, several small and specialized securities firms have been successful in raising significant amounts of capital for their merger and acquisition activities and merchant banking investment vehicles and for their own accounts. These developments have increased competition from other firms, many of whom have significantly greater equity capital than the Company. Pending legislative and regulatory changes in the United States may allow commercial banks to enter business previously limited to investment banks, further increasing competition. REGULATION The securities industry in the United States is subject to extensive regulation under both federal and state laws. LBI and certain other subsidiaries of Holdings are registered as broker-dealers and investment 6
advisors with the Commission and as such are subject to regulation by the Securities and Exchange Commission (the "SEC") and by self-regulatory organizations, principally the NASD and national securities exchanges such as the New York Stock Exchange, which has been designated by the SEC as LBl's primary regulator, and the Municipal Securities Rulemaking Board. Securities firms are also subject to regulation by state securities administrators in those states in which they conduct business. LBI is a registered broker-dealer in all 50 states, the District of Columbia and the Commonwealth of Puerto Rico. The SEC, self-regulatory organizations and state securities commissions may conduct administrative proceedings, which may result in censure, fine, the issuance of cease-and-desist orders or suspension or expulsion of a broker-dealer or an investment advisor, its officers or employees. LBI is registered with the Commodity Futures Trading Commission (the "CFTC") as a futures commission merchant and is subject to regulation as such by the CFTC and various domestic boards of trade and other commodity exchanges. The Company's U.S. commodity futures and options business is also regulated by the National Futures Association, a not-for-profit membership corporation which has been designated as a registered futures association by the CFTC. The Company does business in the international fixed income, equity and commodity markets and undertakes investment banking activities through its London subsidiaries. The U.K Financial Services Act of 1986 (the "Financial Services Act") governs all aspects of the United Kingdom investment business, including regulatory capital, sales and trading practices, use and safekeeping of customer funds and securities, record keeping, margin practices and procedures, registration standards for individuals, periodic reporting and settlement procedures. Pursuant to the Financial Services Act, the Company is subject to regulations administered by The Securities and Futures Authority Limited, a self regulatory organization of financial services companies (which regulates the Company's equity, fixed income, commodities and investment banking activities) and the Bank of England (which regulates its wholesale money market, bullion and foreign exchange businesses). Holdings' subsidiary, Lehman Brothers Japan Inc., is a licensed securities company in Japan and a member of the Tokyo Stock Exchange, the Osaka Stock Exchange and the Tokyo Financial Futures Exchange and, as such, is regulated by the Japanese Ministry of Finance, the Japan Securities Dealers Association and such exchanges. The Company believes that it is in material compliance with the regulations described herein. CAPITAL REQUIREMENTS LBI, Lehman Brothers International (Europe) ("LBIE"), the Tokyo branch of Lehman Brothers Japan Inc. ("LBJTB") and other of Holdings' 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. Reference is made to "Management's Discussion and Analysis of Financial Condition and Results of Operations--Regulatory Capital" on pages 46-47 of the 1998 Annual Report, and Note 9 of Notes to Consolidated Financial Statements. EMPLOYEES As of November 30, 1998 the Company employed approximately 8,873 persons, including 6,316 in the Americas and 2,557 internationally. The Company considers its relationship with its employees to be good. ITEM 2. PROPERTIES The Company's headquarters occupy approximately 1.1 million square feet of space at 3 World Financial Center in New York, New York, which is owned by the Company as tenants-in-common with American Express and various other American Express subsidiaries, approximately 78,000 square feet of which has been subleased. 7
The Company entered into a lease for approximately 400,000 square feet for offices located at 101 Hudson Street in Jersey City, New Jersey (the "Operations Center"), of which approximately 67,000 square feet has been subleased. The Operations Center is used by systems, operations, and certain administrative personnel and contains certain back-up trading systems. The lease term expires in December, 2010. The Company leases approximately 338,000 square feet of office space in London, England of which approximately 105,000 square feet has been subleased and which lease expires in January 2017. Most of the Company's other offices are located in leased premises, the leases for which expire at various dates through the year 2007. Facilities owned or occupied by the Company and its subsidiaries are believed to be adequate for the purposes for which they are currently used and are well maintained. ITEM 3. 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 a meritorious defense and will deny, liability in all significant cases pending against it including the matters described below, and intends to defend vigorously each such case. Although there can be no assurance as to the ultimate outcome, 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 the consolidated financial condition of the Company. BAMAODAH V. E.F. HUTTON & COMPANY INC. In April 1986, Ahmed and Saleh Bamaodah commenced an action against E.F. Hutton & Company Inc., ("EFH") to recover all losses the Bamaodahs had incurred since May 1981 in the trading of commodity futures contracts in a nondiscretionary EFH trading account. The Dubai Civil Court ruled that the trading of commodity futures contracts constituted illegal gambling under Islamic law and that therefore the brokerage contract was void. In January 1987, a judgment was rendered against EFH in the amount of $48,656,000. On January 5, 1991, the Dubai Court of Appeals affirmed the judgment. On March 22, 1992, the Court of Cassation, Dubai's highest court, revoked and quashed the decision of the Court of Appeals and ordered that the case be remanded to the Court of Appeals for a further review. On April 26, 1994, the Dubai Court of Appeals again affirmed the judgment of the Dubai Civil Court. The Company appealed the judgment to the Court of Cassation, which reversed the Court of Appeals on November 27, 1994 and ordered that a new expert be appointed to review the case. A new expert was appointed, who returned a report favorable to EFH. The Court ordered a review of additional documents and has set an April 1999 hearing date. ACTIONS RELATING TO FIRST CAPITAL HOLDINGS INC. Concurrent with the bankruptcy filing of First Capital Holdings ("FCH") in May, 1991 and the conservatorship and receivership of its two life insurance subsidiaries, First Capital Life Insurance Company and Fidelity Bankers Life Insurance Company ("Fidelity Bankers Life"), a number of lawsuits were commenced, naming one or more of Holdings, Lehman Brothers and American Express as defendants. Most of these actions have been subsequently settled and/or dismissed. The only material matter still pending is described below. 8
THE VIRGINIA COMMISSIONER OF INSURANCE ACTION. On December 9, 1992, a complaint was filed in the United States District Court for the Eastern District of Virginia (the "Virginia Court") by Steven Foster, the Virginia Commissioner of Insurance (the "Commissioner") as Deputy Receiver of Fidelity Bankers Life. The Complaint names Holdings and Weingarten, Ginsberg and Leonard Gubar, a former director of FCH and Fidelity Bankers Life, as defendants. The Complaint alleged that Holdings acquiesced in and approved the continued mismanagement of Fidelity Bankers Life and that it participated in directing the investment of Fidelity Bankers Life assets. The complaint asserted claims under the federal securities laws and asserts common law claims including fraud, negligence and breach of fiduciary duty and alleged violations of the Virginia Securities laws by Holdings. It sought no less than $220 million in damages to Fidelity Bankers Life and its present and former policyholders and creditors and punitive damages. On May 21, 1998, after trial, the Court entered a Judgment Order in accord with the jury verdict, ordering that the plaintiffs recover nothing and dismissing the complaint. On July 7, 1998, the Commissioner filed a Notice of Appeal to the United States Court of Appeals for the Fourth Circuit from such Judgment Order. EASTON & CO. V. MUTUAL BENEFIT LIFE INSURANCE CO., ET AL., EASTON & CO. V. LEHMAN BROTHERS INC. Lehman Brothers was named as a defendant in two consolidated class action complaints pending in the United States District Court for the District of New Jersey (the "N.J. District Court"). Easton & Co. v. Mutual Benefit Life Insurance Co., et al. ("Easton I"), and EASTON & CO. V. LEHMAN BROTHERS INC. ("Easton II"). The plaintiff in both of these actions is Easton & Co., which is a broker-dealer located in Fort Lee, New Jersey. Both of these actions allege federal securities law claims and pendent common law claims in connection with the sale of certain municipal bonds as to which Mutual Benefit Life Insurance Company ("MBLI") has guaranteed the payment of principal and interest. MBLI is an insurance company which was placed in rehabilitation proceedings under the supervision of the New Jersey Insurance Department on or about July 16, 1991. Easton I was commenced on or about September 17, 1991. The litigation was purportedly brought on behalf of a class consisting of all persons and entities who purchased DeKalb, Georgia Housing Authority MultiFamily Housing Revenue Refunding Bonds (North Hill Ltd. Project), Series 1991, due November 30, 1994 (the "DeKalb Bonds") during the period from May 3, 1991 (when the DeKalb bonds were issued) through July 16, 1991. Lehman Brothers acted as underwriter for this bond issue, which was in the aggregate principal amount of $18.7 million. Easton II was commenced on or about May 18, 1992, and named Lehman Brothers as the only defendant. Plaintiff purported to bring this second lawsuit on behalf of a class composed of all persons who purchased "MBLI-backed Bonds" from Lehman Brothers during the period April 19, 1991 through July 16, 1991. On or about February 9, 1993, the N.J. District Court granted plaintiffs' motion for class certification in Easton I. The parties agreed to certification of a class in Easton II for purchases of certain fixed-rate MBLI-backed bonds during the class period. LBI, together with the other defendants in Easton I and Easton II, has agreed to settle both cases, subject to court approval. ACTIONS RELATING TO THE SALES AND MARKETING OF LIMITED PARTNERSHIPS Under the terms of an agreement between American Express and Holdings, American Express has agreed to indemnify Holdings for liabilities which it may incur in connection with any action relating to any business conducted by The Balcor Company, a former Lehman Brothers subsidiary ("Balcor"), in which Holdings is named as a parent company or control person of Balcor. Holdings believes that some of the allegations in certain of the actions described below are covered by this indemnity. IN RE LEHMAN BROTHERS LIMITED PARTNERSHIP LITIGATION. On October 18, 1996, a purported first consolidated and amended class action complaint was filed in the Court of Chancery of the State of Delaware in and for New Castle County on behalf of all persons who purchased units in various public, proprietary limited partnerships organized by Shearson or E.F. Hutton & Co. or operated by affiliates of those entities between 1981 and the present (with certain exceptions). Defendants are LBI and 56 9
Lehman-affiliated general partners. The complaint alleges that defendants breached their fiduciary duties or aided and abetted such a breach by allegedly misrepresenting and or failing to disclose the nature of the risks and the status and financial condition of the partnerships; collecting excessive fees; failing to exercise due care in selecting investments for the partnerships; and recommending and selling the partnerships as suitable investments. The complaint seeks, among other things (1) to certify the case as a class action; (2) to declare that defendants breached their duties; (3) to enjoin defendants from operating the partnerships for their own benefit, (4) to account for all profits and impose a constructive trust on them; and (5) to award compensatory damages, costs and expenses and attorneys' fees. KLEIN, ET AL. V. LEHMAN BROTHERS, INC., ET AL. On January 15, 1998, a purported third amended class action complaint was filed in the Superior Court of New Jersey, Law Division: Union County on behalf of investors in certain specified limited partnerships sponsored by Balcor and sold by various entities, including, among others, Shearson and certain of its affiliates. Named as defendants are LBI, various affiliates of LBI, American Express Company, Smith Barney Holdings, Inc., Balcor, a number of Balcor-originated limited partnerships and various individuals and entities affiliated with Balcor. The complaint alleges claims in connection with the marketing, sale and operation of the limited partnerships for common law fraud and deceit, equitable fraud, negligent misrepresentation, breach of fiduciary duty and contract and violation of certain New Jersey statutes relating to the sale of securities. The complaint seeks compensatory damages for lost principal and interest, general damages and punitive damages, treble damages under the New Jersey statutes, and costs and attorneys' fees. On September 24, 1998, the Court filed an opinion dismissing the complaint, and plaintiffs have appealed that dismissal. BRUSS, ET AL. V. LEHMAN BROTHERS INC., ET AL. On January 25, 1999 a purported class action complaint was filed in the Superior Court of New Jersey, Law Division: Essex County on behalf of investors in certain specified limited partnerships sponsored by Balcor and sold by various entities, including, among others, Shearson and certain of its affiliates. The complaint mirrors the claims raised, the relief sought and the defendants named in KLEIN, ET AL. V. LEHMAN BROTHERS, INC., ET AL. COUNTY OF ORANGE ET AL. V. BEAR STEARNS & CO. ET AL. On December 6, 1996, the County of Orange, California (the "County") filed a complaint in the United States Bankruptcy Court for the Central District of California (the "Complaint"), naming 15 broker-dealers, along with various subsidiaries, including LBI, Lehman Brothers International (Europe), Lehman Capital Corp and Lehman Commercial Paper, Inc. (the "Lehman defendants"), as defendants. The Complaint alleges that defendants sold the County unsuitable securities and entered into unsuitable reverse repurchase transactions with the County that were ULTRA VIRES. The County seeks a declaration that the reverse repurchase agreements are void and unenforceable and violated the California Constitution and Government Code, and it claims that the defendants violated the California Constitution and Government Code and committed negligence. No damages are specified, and restitution is sought. Immediately after filing the Complaint, the parties entered into a stay of the action. On July 1, 1998, the case was transferred to the United States District Court for the Central District of California, and on August 21, 1998 the stay was lifted. On November 10, 1998 the Lehman defendants answered the Complaint, denying its material allegations. On December 21, 1998, the County moved to amend the Complaint to add breach of fiduciary duty and aiding and abetting breach of fiduciary duty claims, and the Court has ruled that plaintiff may file the amended complaint (the "Amended Complaint"). On January 5, 1999, the Court entered an order granting summary judgment for defendants on the ULTRA VIRES claims. LEHMAN BROTHERS COMMERCIAL CORPORATION AND LEHMAN BROTHERS SPECIAL FINANCING INC. V. MINMETALS INTERNATIONAL NON-FERROUS METALS TRADING COMPANY On November 15, 1994, two Lehman Brothers subsidiaries, Lehman Brothers Commercial Corporation ("LBCC") and Lehman Brothers Special Financing Inc. ("LBSF"), commenced an action against 10
Minmetals International Non-Ferrous Metals Trading Company ("Minmetals") and China National Metals and Minerals Import and Export Company ("CNM") in the United States District Court for the Southern District of New York alleging breach of contract against Minmetals and breach of guarantee against CNM. The litigation arose from the refusal by Minmetals and CNM to honor their obligations with respect to certain foreign exchange and swap transactions. LBCC and LBSF seek to recover approximately $52.5 million from Minmetals and/or CNM. On June 26, 1995, the court granted CNM's motion to dismiss the claims against it, but also granted LBCC and LBSF leave to replead. Minmetals filed fourteen counterclaims against Lehman entities based on violations of federal securities and commodities laws and rules, and theories of fraud, breach of fiduciary duty and conversion. The court denied a motion by the Lehman counterclaim defendants to dismiss the six fraud-based counterclaims. On June 24, 1996, the court granted the motion of LBCC and LBSF to file an amended complaint naming CNM as an additional defendant. Discovery is complete, and summary judgment motions are pending before the court. ACTIONS RELATING TO NATIONAL ASSOCIATION OF SECURITIES DEALERS AUTOMATED QUOTATIONS SYSTEM ("NASDAQ") MARKET MAKER ANTITRUST AND SECURITIES LITIGATION. Beginning in May, 1994, several class actions were filed in various state and federal courts against various broker-dealers making markets in NASDAQ securities, including LBI. Plaintiffs in these cases alleged violations of the antitrust laws, securities laws and have pled a variety of other statutory and common law claims. All of these actions were based on the theory that because odd-eighth quotes occur less often than quarter quotes, NASDAQ market makers must be colluding wrongfully to maintain a wider spread. By Order filed October 14, 1994, the Judicial Panel on Multidistrict Litigation consolidated these actions in the Southern District of New York and ordered that all related actions be transferred and coordinated for all pretrial purposes. The case is captioned In Re NASDAQ Market-Makers Antitrust Litigation, MDL No. 1023. On December 16, 1994, plaintiffs served a consolidated Amended Complaint naming 33 defendants including LBI. Plaintiffs claim violations of the federal antitrust laws including Section I of the Sherman Antitrust Act. Plaintiffs seek unspecified compensatory damages trebled in accordance with the antitrust laws, costs including attorneys' fees as well as injunctive relief. The court dismissed the action with leave to replead, stating that the complaint failed to identify the securities involved with sufficient specificity. The plaintiffs repled and the defendants answered the amended complaint on November 17, 1995. On December 23, 1997, LBI settled the class action along with 29 other broker-dealers. The Court entered a Final Judgment and Order of Dismissal on November 9, 1998. AIA HOLDING SA ET AL. V. LEHMAN BROTHERS INC. AND BEAR STEARNS & CO., INC. On July 9, 1997, LBI was served with a complaint in the U.S. District Court for the Southern District of New York in which 277 named plaintiffs assert 24 causes of action against LBI and Bear Stearns & Co., Inc. The amount of damages claimed is unspecified. The claims arise from the activities of an individual named Ahmad Daouk, who was employed by an introducing broker which introduced accounts to Shearson Lehman Hutton between 1988 and 1992. Daouk allegedly perpetrated a fraud upon the claimants, who are mostly investors of Middle Eastern origin, and the complaint alleges that Shearson breached various contractual and common law duties owed to the investors. On March 27, 1998, the District Court dismissed without prejudice 18 of the 24 counts pleaded in the complaint. On July 3, 1998 the plaintiffs served their First Amended Complaint containing 18 causes of action against LBI and/or Bear Stearns. ACTIONS RELATING TO BRE-X MINERALS LTD. MCNAMARA ET AL. V. BRE-X MINERALS LTD. ET AL. On July 25, 1997, an Amended Class Action Complaint was filed in the United States District Court for the Eastern District of Texas against 16 defendants, including LBI, which seeks unspecified compensatory damages, interest, costs and attorney's fees on behalf 11
of purchasers of Bre-X common stock and/or Bresea common stock. The Complaint raises claims under the federal securities laws and the common law of fraud and negligent misrepresentation. The Complaint's stated basis for naming LBI is that one of its securities analysts published research on Bre-X. On or about November 21, 1997, several defendants, including LBI, moved to dismiss the Complaint, or, in the alternative, to transfer venue to the Southern District of New York. Plaintiffs have also filed a motion for class certification, which is stayed pending resolution of the motions to dismiss. On January 6, 1999, the Court issued an order dismissing the claims of Canadian plaintiffs who bought their shares on Canadian exchanges. The remaining motions to dismiss are still pending. KLAASEN V. LEHMAN BROTHERS INC. ET AL. On October 2, 1997, William L. Klaasen, "individually and for all those similarly situated within the State of California," filed a Complaint against LBI in the Superior Court for the State of California in and for the County of San Diego. The Complaint raises a claim for common law negligence, and seeks, on behalf of California purchasers of Bre-X and Bresea stock, class certification, rescission, interest, compensatory and punitive damages, disgorgement and restitution of profits and compensation received by LBI, and costs. The action is currently stayed by consent until the earlier of April 1, 1998 or 30 days following the decision on the motion to dismiss in the MCNAMARA case. CHOW ET AL. V. BRE-X MINERALS LTD. ET AL. On October 10, 1997, 125 named plaintiffs filed an action in the Court of Queen's Bench of Alberta, in Calgary, Canada, against 35 named defendants, including LBI. Plaintiffs claim against LBI, which has not yet been served, is for common law negligence. IN RE MOBILEMEDIA SECURITIES LITIGATION LBI was named as a defendant in several purported class actions filed in December, 1996 in the United States District Court for the District of New Jersey in connection with (I) a November 7, 1995 offering of common stock of MobileMedia Corporation; and (ii) a November 7, 1995 offering of 9 3/8% senior subordinated notes of MobileMedia Communications Inc. due in 2007. On November 3, 1997, a consolidated amended class action complaint was filed naming certain of MobileMedia Corporation's officers and directors and the four co-lead underwriters of these offerings, including LBI. MobileMedia filed for Chapter 11 bankruptcy protection on January 30, 1997, and therefore is not named as a defendant. The complaint alleges that the underwriters violated Sections 11 and 12 of the Securities Act. Plaintiffs seek rescission and unspecified compensatory damages. HAROLD GILLET, ET AL. V. GOLDMAN SACHS & CO., ET AL., YAKOV PRAGER, ET AL. V. GOLDMAN, SACHS & CO., ET AL., DAVID HOLZMAN, ET AL. V. GOLDMAN, SACHS & CO., ET AL. Beginning in November, 1998, three class actions were filed in the United States District Court for the Southern District of New York against in excess of 25 underwriters of IPO securities including LBI. Plaintiffs in these cases seek compensatory and injunctive relief for alleged violations of the antitrust laws based on the theory that the defendant underwriters fixed and maintained fees for underwriting certain IPO securities at supracompetitive levels. Plaintiffs plan to file a Consolidated Amended Complaint. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. 12
PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The approximate number of holders of record of the Registrant's Common Stock was 28,137 at February 9, 1999. Information concerning the market for the Registrant's common equity and related stockholder matters is set forth on page 96 of the 1998 Annual Report and is hereby incorporated herein by reference. ITEM 6. SELECTED FINANCIAL DATA Selected financial data contained on pages 93-94 of the 1998 Annual Report is deemed a part of this Annual Report on Form 10-K and is hereby incorporated herein by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's Discussion and Analysis of Financial Condition and Results of Operations is set forth under the same caption on pages 35-57 of the 1998 Annual Report. Such information is hereby incorporated herein by reference and should be read in conjunction with the Consolidated Financial Statements and the Notes thereto contained on pages 59-92 of the 1998 Annual Report. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations--Risk Management" on pages 51-53 of the 1998 Annual Report is incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Consolidated Financial Statements of the Registrant and its Subsidiaries together with the Notes thereto and the Report of Independent Auditors thereon required by this Item are contained in the 1998 Annual Report on pages 58-92 and are hereby incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 13
PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Information relating to Directors of the Registrant is set forth under the caption "Election of Directors" on pages 5-8 of the Proxy Statement and information relating to Executive Officers of the Registrant is set forth under the caption "Executive Officers of the Company" on pages 10 and 11 of the Proxy Statement and is hereby incorporated by reference. ITEM 11. EXECUTIVE COMPENSATION Information relating to executive compensation is set forth under the captions "Compensation of Directors", "Compensation Committee Report on Executive Officer Compensation", "Compensation of Executive Officers", "Pension Benefits" and "Employment Contracts, Termination of Employment and Change of Control Arrangements" on pages 9 and 13-18 of the Proxy Statement and is hereby incorporated by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Information relating to security ownership of management and certain beneficial owners is set forth under the caption "Security Ownership of Directors and Executive Officers" on page 12 of the Proxy Statement and is hereby incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information relating to certain relationships and related transactions is set forth under the captions "Certain Transactions and Agreements with Directors and Executive Officers", "Certain Transactions and Agreements with American Express and Subsidiaries" and "Certain Transactions with Other Institutional Investors and Their Subsidiaries" on pages 20-22 of the Proxy Statement and is hereby incorporated herein by reference. 14
PART IV ITEM 14. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) 1. Financial Statements: The Financial Statements and the Notes thereto and the Report of Independent Auditors thereon and filed as a part hereof are listed on page F-1 hereof by reference to the corresponding page number in the Annual Report. 2. Financial Statement Schedules: The financial statement schedule and the notes thereto filed as a part hereof are listed on page F-1 hereof. 3. Exhibits: <TABLE> <CAPTION> EXHIBIT NO. - ----------- <C> <S> 3.1 Restated Certificate of Incorporation of the Registrant dated May 27, 1994 (incorporated by reference to Exhibit 3.1 of the Registrant's Transition Report on Form 10-K for the eleven months ended November 30, 1994). 3.2 Certificate of Designations with respect to the Registrant's 5.94% Cumulative Preferred Stock, Series C (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the Commission on May 13, 1998) 3.3 Certificate of Designations with respect to the Registrant's 5.67% Cumulative Preferred Stock, Series D (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the Commission on July 23, 1998) 3.4 By-Laws of the Registrant, amended as of March 26, 1997 ((incorporated by reference to Exhibit 10 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended February 28, 1997). 4.1 The instruments defining the rights of holders of the long-term debt securities of the Registrant and its subsidiaries are omitted pursuant to section (b) (4) (iii) (A) of Item 601 of Regulation S-K. The Registrant hereby agrees to furnish copies of these instruments to the Securities and Exchange Commission upon request. 10.1 Agreement of Tenants-In-Common by and among American Express Company, American Express Bank Ltd., American Express Travel Related Services Company, Inc., Shearson Lehman Brothers Inc., Shearson Lehman Government Securities, Inc. and Shearson Lehman Commercial Paper Incorporated (incorporated by reference to Exhibit 10.1 of the Registrant's Transition Report on Form 10-K for the eleven months ended November 30, 1994). 10.2 Tax Allocation Agreement between Shearson Lehman Brothers Holdings Inc. and American Express Company (incorporated by reference to Exhibit 10.2 of the Registrant's Transition Report on Form 10-K for the eleven months ended November 30, 1994). 10.3 Transaction Support Services Agreement dated as of September 30, 1994 by and between Bear, Stearns Securities Corp. and Lehman Brothers Inc. (incorporated by reference to Exhibit 10.15 of the Registrant's Transition Report on Form 10-K for the eleven months ended November 30, 1994). </TABLE> 15
<TABLE> <CAPTION> EXHIBIT NO. - ----------- <C> <S> 10.4 Lease dated as of October 13, 1993 between 101 Hudson Leasing Associates and Lehman Brothers Holdings Inc. (incorporated by reference to Exhibit 10 of Holdings' Quarterly Report on Form 10-Q for the quarter ended September 30, 1993). 10.5 Lehman Brothers Inc. Executive and Select Employees Plan (incorporated by reference to Exhibit 10.4 of the Registrant's Registration Statement on Form S-1 (Reg. No. 33-12976)). 10.6 Lehman Brothers Holdings Inc. Deferred Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.11 of the Registrant's Registration Statement on Form S-1 (Reg. No. 33-12976)). 10.7 Amended and Restated Agreements of Limited Partnership of Shearson Lehman Hutton Capital Partners II (incorporated by reference to Exhibit 10.48 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1988). 10.8 Lehman Brothers Holdings Inc. 1994 Management Ownership Plan (incorporated by reference to Exhibit 10.25 of the Registrant's Registration Statement on Form S-1 (Reg. No. 33-52977)). 10.9 Lehman Brothers Holdings Inc. 1996 Management Ownership Plan (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended August 31, 1996). 10.10+ Lehman Brothers Holdings Inc. Short-Term Executive Compensation Plan (incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended August 31, 1996). 10.11+ Lehman Brothers Holdings Inc. 1996 Short-Term Executive Compensation Plan (incorporated by reference to Exhibit 10.26 of the Registrant's Registration Statement on Form S-1 (Reg. No. 33-52977)). 10.12+ Lehman Brothers Holdings Inc. 1994 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.27 of the Registrant's Registration Statement on Form S-1 (Reg. No. 33-52977)). 10.13 Option Agreement, dated May 27, 1994, by and among American Express Company, American Express Bank Ltd., American Express Travel Related Services Company, Inc., Lehman Brothers Inc., Lehman Government Securities, Inc. and Lehman Commercial Paper Incorporated. (incorporated by reference to Exhibit 10.31 of the Registrant's Transition Report Form 10-K for the Eleven Months ended November 30, 1994). 10.14+ Lehman Brothers Inc. Voluntary Deferred Compensation Plan (For Select Executives) (incorporated by reference to Exhibit 10.33 of the Registrant's Registration Statement on Form S-1 (Reg. No. 33-52977)). 10.15+ Lehman Brothers Inc. Voluntary Deferred Compensation Plan (For Transferred Participants' Vested Amounts as of July 31, 1993) (incorporated by reference to Exhibit 10.34 of the Registrant's Registration Statement on Form S-1 (Reg. No. 33-52977)). 10.16+ Lehman Brothers Inc. Executive and Select Employees Plan (For Transferred Participants) (incorporated by reference to Exhibit 10.35 of the Registrant's Registration Statement on Form S-1 (Reg. No. 33-52977)). 10.17+ Lehman Brothers Holdings Inc. Cash Award Plan. (incorporated by reference to Exhibit 10.36 of the Registrant's Transition Report on Form 10-K for the Eleven Months ended November 30, 1994). </TABLE> 16
<TABLE> <CAPTION> EXHIBIT NO. - ----------- <C> <S> 10.18 Amended and Restated Agreement of Limited Partnership of Lehman Brothers Capital Partners III, L.P. (incorporated by reference to Exhibit 10.27 to the Registrant's Annual Report on Form 10-K for the fiscal year ended November 30, 1995). 10.19+ Lehman Brothers Holdings Inc. Merchant Banking Long-Term Incentive Plan (for U.S. participants) (incorporated by reference to Exhibit 10.28 to the Registrant's Annual Report on Form 10-K for the fiscal year ended November 30, 1996). 10.20+ Lehman Brothers Holdings Inc. Merchant Banking Discretionary Incentive Compensation Plan (for non-U.S. participants) (incorporated by reference to Exhibit 10.29 to the Registrant's Annual Report on Form 10-K for the fiscal year ended November 30, 1996). 10.21 Agreement of Limited Partnership of Lehman Brothers Capital Partners IV, L.P. (incorporated by reference to Exhibit 10.30 to the Registrant's Annual Report on Form 10-K for the fiscal year ended November 30, 1997) 12.1 Computation in support of ratio of earnings to fixed charges.* 12.2 Computation in support of ratio of earnings to combined fixed charges and preferred dividends.* 13. The following portions of the Company's 1998 Annual Report to Stockholders, which are incorporated by reference herein: 13.1 "Management's Discussion and Analysis of Financial Condition and Results of Operations", pages 35-57.* 13.2 "Consolidated Financial Statements", pages 59-92.* 13.3 "Market for Registrant"s Common Equity and Related Stockholder Matters", page 96.* 21. List of the Registrant's Subsidiaries*.* 23. Consent of Ernst & Young LLP.* 24. Powers of Attorney.* 27. Financial Data Schedule.* </TABLE> (b) Reports on Form 8-K. 1. Form 8-K dated September 4, 1997, Item 7. 2. Form 8-K dated September 23, 1998, Items 5 and 7. 3. Form 8-K dated September 28, 1998, Items 5 and 7. 4. Form 8-K dated October 5, 1998, Items 5 and 7. - ------------------------ * Filed herewith. + Management contract or compensatory plan or arrangement reqired to be filed as an exhibit to this Form 10-K pursuant to Item 14(c) ** To be filed by amendment. 17
SIGNATURES Pursuant to the Requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. LEHMAN BROTHERS HOLDINGS INC. (REGISTRANT) FEBRUARY 26, 1999 By: /s/ KAREN M. MULLER ----------------------------------------- Title: VICE PRESIDENT Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. SIGNATURES TITLE DATE - ------------------------------ --------------------------- ------------------- Chief Executive Officer and * Chairman of the Board of - ------------------------------ Directors (principal February 26, 1999 Richard S. Fuld, Jr. executive officer) Chief Financial and * Administrative Officer - ------------------------------ (principal financial and February 26, 1999 John L. Cecil accounting officer) * Director - ------------------------------ February 26, 1999 Michael L. Ainslie * Director - ------------------------------ February 26, 1999 John F. Akers * Director - ------------------------------ February 26, 1999 Roger S. Berlind * Director - ------------------------------ February 26, 1999 Thomas H. Cruikshank * Director - ------------------------------ February 26, 1999 Henry Kaufman 18
SIGNATURES TITLE DATE - ------------------------------ --------------------------- ------------------- * Director - ------------------------------ February 26, 1999 Hideichiro Kobayashi * Director - ------------------------------ February 26, 1999 John D. Macomber * Director - ------------------------------ February 26, 1999 Dina Merrill /s/ KAREN M. MULLER Director - ------------------------------ Karen M. Muller February 26, 1999 (ATTORNEY-IN-FACT) February 26, 1999 19
LEHMAN BROTHERS HOLDINGS INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE <TABLE> <CAPTION> PAGE ---------------------------------- FORM 10-K ANNUAL REPORT ------------- ------------------- <S> <C> <C> FINANCIAL STATEMENTS Report of Independent Auditors........................................................ 58 Consolidated Statement of Income for the Twelve Months Ended November 30, 1998, 1997, and 1996............................................................................ 59 Consolidated Statement of Financial Condition at November 30, 1998 and 1997........... 60 Consolidated Statement of Changes in Stockholders' Equity for the Twelve Months Ended November 30, 1998, 1997, and 1996................................................... 62 Consolidated Statement of Cash Flows for the Twelve Months Ended November 30, 1998, 1997, and 1996...................................................................... 64 Notes to Consolidated Financial Statements............................................ 66 FINANCIAL STATEMENT SCHEDULE Schedule I--Condensed Financial Information........................................... F-2 </TABLE> F-1
SCHEDULE I LEHMAN BROTHERS HOLDINGS INC. CONDENSED FINANCIAL INFORMATION OF REGISTRANT STATEMENT OF INCOME (PARENT COMPANY ONLY) (IN MILLIONS) <TABLE> <CAPTION> TWELVE MONTHS ENDED NOVEMBER 30 ------------------------------- 1998 1997 1996 --------- --------- --------- <S> <C> <C> <C> Revenues Investment banking........................................................ $ 37 $ 140 $ 90 Principal transactions.................................................... (80) 193 23 Interest and dividends.................................................... 2,254 1,271 882 Other..................................................................... (71) 8 6 --------- --------- --------- Total revenues........................................................ 2,140 1,612 1,001 Interest expense.......................................................... 2,252 1,304 966 --------- --------- --------- Net revenues.......................................................... (112) 308 35 --------- --------- --------- Equity in net income of subsidiaries........................................ 942 492 454 --------- --------- --------- Non-interest expenses Compensation and benefits................................................. 135 113 64 Other..................................................................... 121 116 105 Management fees........................................................... 14 (28) (81) Severance charge.......................................................... 50 --------- --------- --------- Total non -interest expenses.......................................... 270 201 138 --------- --------- --------- Income before taxes......................................................... 560 599 351 Benefit from income taxes................................................. 176 48 65 --------- --------- --------- Net income.................................................................. $ 736 $ 647 $ 416 --------- --------- --------- --------- --------- --------- Net income applicable to common stock....................................... $ 649 $ 572 $ 378 --------- --------- --------- --------- --------- --------- </TABLE> See notes to condensed financial information of Registrant. F-2
SCHEDULE I LEHMAN BROTHERS HOLDINGS INC. CONDENSED FINANCIAL INFORMATION OF REGISTRANT CONDENSED BALANCE SHEET (PARENT COMPANY ONLY) (IN MILLIONS, EXCEPT SHARE DATA) <TABLE> <CAPTION> NOVEMBER 30 -------------------- <S> <C> <C> 1998 1997 --------- --------- ASSETS Cash and cash equivalents................................................................... $ 1,152 Securities and other financial instruments owned............................................ 10,561 $ 8,751 Securities purchased under agreements to resell............................................. 244 Equity in net assets of subsidiaries........................................................ 5,174 3,922 Accounts receivable and accrued interest.................................................... 490 596 Due from subsidiaries....................................................................... 23,149 17,230 Other assets................................................................................ 1,137 693 --------- --------- Total assets............................................................................ $ 41,907 $ 31,192 --------- --------- LIABILITIES AND STOCKHOLDERS' EQUITY Commercial paper and short-term debt........................................................ $ 3,596 $ 4,472 Securities and other financial instruments sold but not yet purchased....................... 81 122 Securities sold under agreeements to repurchase............................................. 11,162 8,758 Accrued liabilities, due to subsidiaries and other payables................................. 4,718 1,586 Senior notes................................................................................ 16,737 11,531 Subordinated indebtedness................................................................... 200 200 --------- --------- Total liabilities....................................................................... 36,494 26,669 --------- --------- Commitments and Contingencies Stockholders' equity: Preferred stock........................................................................... 908 508 Common stock, $0.10 par value; 300,000,000 shares authorized; Shares issued: 121,801,123 in 1998 and 119,513,337 in 1997; Shares outstanding: 113,657,877 in 1998 and 116,612,074 in 1997................................................................................. 12 12 Additional paid-in capital................................................................ 3,534 3,436 Accumulated other comprehensive income (net of tax)....................................... 15 12 Retained earnings......................................................................... 1,105 498 Other stockholders' equity, net........................................................... 269 155 Common stock in treasury, at cost: 8,143,246 shares in 1998 and 2,901,263 shares in 1997.................................................................................... (430) (98) --------- --------- Total stockholders' equity.............................................................. 5,413 4,523 --------- --------- Total liabilities and stockholders' equity.............................................. $ 41,907 $ 31,192 --------- --------- </TABLE> See notes to condensed financial information of Registrant. F-3
SCHEDULE I LEHMAN BROTHERS HOLDINGS INC. CONDENSED FINANCIAL INFORMATION OF REGISTRANT STATEMENT OF CASH FLOWS (PARENT COMPANY ONLY) (IN MILLIONS) <TABLE> <CAPTION> TWELVE MONTHS ENDED NOVEMBER 30 ------------------------------- <S> <C> <C> <C> 1998 1997 1996 --------- --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net income......................................................................... $ 736 $ 647 $ 416 Adjustments to reconcile net income to net cash provided by (used in)operating activities: Equity in net income of subsidiaries............................................. (942) (492) (454) Severance charge................................................................. 50 Compensation payable in common stock............................................. 221 162 136 Other adjustments................................................................ 178 24 (5) Net change in: Securities and other financial instruments owned................................. (1,810) (5,211) (945) Accounts receivable and accrued interest, due from subsidiaries and other assets......................................................................... (6,261) (6,380) (1,262) Securities and other financial instruments sold but not yet purchased............ (41) (76) 22 Accrued liabilities, due to subsidiaries and other payables...................... 2,978 770 (84) Dividends and capital distributions received..................................... 141 304 609 --------- --------- --------- Net cash provided by (used in) operating activities............................ (4,800) (10,252) (1,517) --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of senior notes............................................. 8,298 3,925 2,686 Principal payments of senior notes................................................. (3,101) (1,689) (1,778) Proceeds from issuance of subordinated indebtedness................................ 200 Payments for commercial paper and short-term debt, net............................. (876) 1,297 1,073 Resale agreements net of repurchase agreements..................................... 2,160 6,140 545 Payment for repurchase of preferred stock.......................................... (50) (200) Payment for treasury stock purchases............................................... (411) (77) (130) Dividends paid..................................................................... (122) (58) (55) Issuances of common stock.......................................................... 61 23 6 Issuances of preferred stock....................................................... 444 --------- --------- --------- Net cash provided by (used in) financing activities............................ 6,403 9,561 2,347 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Equity in net assets of subsidiaries............................................... (451) 16 (173) --------- --------- --------- Net cash provided by (used in) investing activities............................ (451) 16 (173) --------- --------- --------- Net change in cash and cash equivalents........................................ 1,152 (675) 657 Cash and cash equivalents, beginning of period..................................... 675 18 --------- --------- --------- Cash and cash equivalents, end of period......................................... $ 1,152 $ 0 $ 675 --------- --------- --------- --------- --------- --------- </TABLE> SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION (IN MILLIONS) Interest paid totaled $2,121 in 1998, $1,277 in 1997 and $933 in 1996. Income taxes (received) paid totaled $(91) in 1998, $33 in 1997 and $(48) in 1996. See notes to condensed financial information of Registrant. F-4
LEHMAN BROTHERS HOLDINGS INC. NOTES TO CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY ONLY) SCHEDULE I NOTE 1. BASIS OF PRESENTATION The condensed financial statements of Lehman Brothers Holdings Inc. ("Holdings") should be read in conjunction with the consolidated financial statements of Lehman Brothers Holdings Inc. and subsidiaries and the notes thereto. Certain amounts reflect reclassifications to conform to the current period's presentation. NOTE 2. LONG-TERM DEBT <TABLE> <CAPTION> U.S. DOLLAR NON-U.S. DOLLAR NOVEMBER 30 ---------------------- ---------------------- -------------------- <S> <C> <C> <C> <C> <C> <C> FIXED FLOATING FIXED FLOATING RATE RATE RATE RATE 1998 1997 --------- ----------- --------- ----------- --------- --------- <CAPTION> (IN MILLIONS) <S> <C> <C> <C> <C> <C> <C> Senior Notes Maturing in Fiscal 1998............................. $ 2,069 Maturing in Fiscal 1999............................. $ 1,536 $ 2,518 $ 623 $ 20 $ 4,697 2,612 Maturing in Fiscal 2000............................. 3,086 1,814 32 4,932 2,848 Maturing in Fiscal 2001............................. 1,017 608 1,625 510 Maturing in Fiscal 2002............................. 1,349 195 1,544 1,330 Maturing in Fiscal 2003............................. 1,660 383 15 2,058 489 December 1, 2003 and thereafter..................... 1,792 33 51 5 1,881 1,673 --------- ----------- --------- ----- --------- --------- Senior Notes...................................... 10,440 5,551 721 25 16,737 11,531 --------- ----------- --------- ----- --------- --------- Subordinated Indebtedness December 1, 2003 and thereafter................... 200 200 200 --------- ----------- --------- ----- --------- --------- Long-Term Debt...................................... $ 10,640 $ 5,551 $ 721 $ 25 $ 16,937 $ 11,731 --------- ----------- --------- ----- --------- --------- --------- ----------- --------- ----- --------- --------- </TABLE> Of the Company's long-term debt outstanding as of November 30, 1998, $600 million is repayable prior to maturity at the option of the holder, at par value. These obligations are reflected in the above table at their put dates, which range from fiscal 1999 to fiscal 2002, rather than at their contractual maturities, which range from fiscal 2000 to fiscal 2019. In addition, $920 million of the Company's long-term debt is redeemable prior to maturity at the option of the Company under various terms and conditions. These obligations are reflected in the above table at their contractual maturity dates. As of November 30, 1998, the Company's U.S. dollar and non-U.S. dollar debt portfolios included approximately $238 million and $54 million, respectively, of debt for which the interest rates and/or redemption values have been linked to various indices including industry baskets of stocks or commodities. Generally, such rates are issued as floating rate notes or the interest rates on such index notes are effectively converted to floating rates based primarily on LIBOR through the use of interest rate and currency swaps. END USER DERIVATIVE ACTIVITIES The Company utilizes a variety of derivative products including interest rate and currency swaps, and swaptions as an end user to modify the interest rate characteristics of its long-term debt portfolio. The F-5
LEHMAN BROTHERS HOLDINGS INC. NOTES TO CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONTINUED) (PARENT COMPANY ONLY) Company actively manages the interest rate exposure on its long-term debt portfolio to more closely match the terms of its debt portfolio to the assets being funded and to minimize interest rate risk. In addition, the Company utilizes cross-currency swaps to hedge its exposure to foreign currency risk as a result of its non-U.S. dollar debt obligations, after consideration of non-U.S. dollar assets which are funded with long-term debt obligations in the same currency. In certain instances, two or more derivative contracts may be utilized by the Company to manage the interest rate nature and/or currency exposure of an individual long-term debt issuance. In these cases, the notional value of the derivative contracts may exceed the carrying value of the related long-term debt issuance. At November 30, 1998 and November 30, 1997, the notional values of the Company's interest rate and currency swaps related to its long-term debt obligations were approximately $15.3 billion and $10.5 billion, respectively. In terms of notional amounts outstanding, these derivative products mature as follows: <TABLE> <CAPTION> NOVEMBER NON- U.S. CROSS -------------------- U.S. DOLLAR DOLLAR CURRENCY 1998 1997 ----------- ----------- ----------- --------- --------- <S> <C> <C> <C> <C> <C> (IN MILLIONS) Maturing in Fiscal 1998..................................... $ 1,760 Maturing in Fiscal 1999..................................... $ 2,864 $ 624 $ 3,488 2,324 Maturing in Fiscal 2000..................................... 4,709 32 4,741 2,454 Maturing in Fiscal 2001..................................... 1,579 1,579 468 Maturing in Fiscal 2002..................................... 1,609 1,609 1,167 Maturing in Fiscal 2003..................................... 1,968 $ 4 11 1,983 489 December 1, 2003 and thereafter............................. 1,921 56 1,977 1,812 ----------- --- ----- --------- --------- Total....................................................... $ 14,650 $ 4 $ 723 $ 15,377 $ 10,474 ----------- --- ----- --------- --------- Weighted-average interest rate at November 30:(1) Receive rate................................................ 6.54% 3.32% 4.43% 6.44% 6.97% Pay rate.................................................... 5.85% 0.64% 5.93% 5.86% 6.48% </TABLE> The Company's end user derivative activities resulted in the following changes to the Company's mix of fixed and floating rate debt and effective weighted-average rates of interest: <TABLE> <CAPTION> NOVEMBER 30, 1998 ---------------------------------------------------- <S> <C> <C> <C> <C> LONG-TERM DEBT WEIGHTED-AVERAGE(1) ------------------------ -------------------------- <CAPTION> EFFECTIVE RATE BEFORE AFTER CONTRACTUAL AFTER END END USER END USER INTEREST USER ACTIVITIES ACTIVITIES RATE ACTIVITIES ----------- ----------- ----------- ------------- (IN MILLIONS) <S> <C> <C> <C> <C> USD Obligations Fixed Rate................................................... $ 10,640 $ 156 Floating Rate................................................ 5,551 16,758 ----------- ----------- 16,191 16,914 Non-USD Obligations............................................ 746 23 ----------- ----------- ----------- ------ Total.......................................................... $ 16,937 $ 16,937 6.47% 5.93% ----------- ----------- ----------- ------ </TABLE> - ------------------------ (1) Weighted-average interest rates were calculated utilizing non-U.S. dollar interest rates, where applicable. F-6
LEHMAN BROTHERS HOLDINGS INC. NOTES TO CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONTINUED) (PARENT COMPANY ONLY) <TABLE> <CAPTION> NOVEMBER 30, 1997 ------------------------------------------------------ <S> <C> <C> <C> <C> LONG-TERM DEBT WEIGHTED-AVERAGE(1) ------------------------ ---------------------------- <CAPTION> BEFORE AFTER CONTRACTUAL EFFECTIVE RATE END USER END USER INTEREST AFTER END USER ACTIVITIES ACTIVITIES RATE ACTIVITIES ----------- ----------- ----------- --------------- (IN MILLIONS) <S> <C> <C> <C> <C> USD Obligations Fixed Rate................................................. $ 9,115 $ 86 Floating Rate.............................................. 1,712 11,602 ----------- ----------- 10,827 11,688 Non-USD Obligations.......................................... 904 43 ----------- ----------- ----------- ------ Total........................................................ $ 11,731 $ 11,731 6.93% 6.48% ----------- ----------- ----------- ------ </TABLE> - ------------------------ (1) Weighted-average interest rates were calculated utilizing non-US dollar interest rates, where applicable. NOTE 3. DIVIDENDS Dividends and capital distributions declared to Holdings by its subsidiaries and affiliates were $141 million in 1998, $304 million in 1997, and $609 million in 1996. NOTE 4. 1996 SEVERANCE CHARGE In the fourth quarter of 1996, Lehman Brothers Holdings Inc. and subsidiaries (collectively, "LBHI") recorded an $84 million severance charge ($50 million aftertax) related to certain strategic actions taken to improve on-going profitability. The severance charge reflected the culmination of LBHI's worldwide business unit economic performance review that was undertaken in the fourth quarter of 1996 to focus LBHI on its core investment banking, equity and fixed income sales and trading areas. This formalized review resulted in personnel reductions of approximately 270 people across a number of underperforming fixed income and equity businesses, including exiting the precious metals business in the U.S., Europe and Asia; exiting energy trading in the U.S. and Europe, consolidating Asian fixed income risk management activities into one center in Tokyo; refocusing foreign exchange trading activities and combining the Firm's New York Private Client Services offices. Additionally, the charge reflects various other strategic personnel reductions aimed at delayering management. The Company recorded a $50 million severance charge ($30 million aftertax) in the fourth quarter of 1996 related to these actions. The Company's cash outlays relating to the charge were approximately $9 million in the fourth quarter of 1996 and approximately $38 million during fiscal 1997. The remaining residual payments were paid as deferred payment arrangements were completed. NOTE 5. MANAGEMENT FEES The Company incurs charges including occupancy, administration and computer processing, which are related to its activities and that of certain of its subsidiaries (the "Related Parties"). Such charges are allocated between the Related Parties, based upon specific identification and allocation methods. The allocation of such charges to other affiliates is recognized as management fees. NOTE 6. COMMITMENTS AND CONTINGENCIES The Company has guaranteed certain of its subsidiaries' unsecured lines of credit and other contractual obligations. F-7