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Performance Appraisal | Derivative (Finance) | Fair Value
How should we regulate the derivatives markets: Pew Finacial Reform Project
Final Cds Summer
Derivatives Letter
IASB_Staff_Summary_October_2008.pdf
1909201646
Mid-Year Report (Unaudited)
Lehman Brothers Inc. and Subsidiaries
(including $49,539 pledged as collateral)
(net of accumulated depreciation and amortization of $372)
Identifiable intangible assets and goodwill (net of accumulated amortization of $153)
Advances from Holdings and other affiliates
Preferred stock, $0.10 par value; 10,000 shares authorized; none outstanding
Common stock, $0.10 par value; 10,000 shares authorized;
1,006 shares issued and outstanding
Notes to Consolidated Statement of Financial Condition
Summary of Significant Accounting Policies..........................................................................
Financial Instruments and Other Inventory Positions ......................................................... 11
Fair Value of Financial Instruments......................................................................................... 13
Securities Received and Pledged as Collateral ........................................................................ 15
Securitizations and Special Purpose Entities .......................................................................... 16
Identifiable Intangible Assets and Goodwill .......................................................................... 18
Borrowings.................................................................................................................................... 19
Commitments, Contingencies and Guarantees...................................................................... 20
Holdings Incentive Plans .......................................................................................................... 23
Holdings Employee Benefit Plans........................................................................................... 24
Regulatory Requirements ........................................................................................................... 26
Income Taxes ............................................................................................................................... 27
Related Party Transactions......................................................................................................... 28
Lehman Brothers Inc. (LBI) is a U.S. registered broker-dealer. Together, LBI and its subsidiaries (collectively, the
Company, we, us or our) is a wholly-owned subsidiary of Lehman Brothers Holdings Inc. (Holdings).
The Consolidated Statement of Financial Condition is prepared in conformity with U.S. generally accepted accounting
principles, and includes the accounts of LBI, its subsidiaries, and all other entities in which the Company has a controlling
financial interest or is considered to be the primary beneficiary. In the opinion of management, all normal recurring
adjustments have been included for a fair statement of this interim financial information. All material inter-company accounts
and transactions have been eliminated upon consolidation. Certain prior-period amounts reflect reclassifications to conform to
the current years presentation.
In preparing the Consolidated Statement of Financial Condition and accompanying notes, management makes various
estimates that affect reported amounts and disclosures. Broadly, those estimates are used in:
measuring fair value of certain financial instruments;
accounting for identifiable intangible assets and goodwill;
establishing provisions for potential losses that may arise from litigation, regulatory proceedings and tax
assessing the Companys ability to realize deferred taxes; and
valuing equity-based compensation awards.
Estimates are based on available information and judgment. Therefore, actual results could differ from estimates and
that difference could have a material effect on the Consolidated Statement of Financial Condition and notes thereto.
The Consolidated Statement of Financial Condition include the accounts of the Company and the entities in which the
Company has a controlling financial interest. The Company determines whether it has a controlling financial interest in
an entity by first determining whether the entity is a voting interest entity (sometimes referred to as a non-VIE), a
variable interest entity (VIE) or a qualified special purpose entity (QSPE).
Voting Interest Entity. Voting interest entities are entities that have (i) total equity investment at risk sufficient to fund
expected future operations independently; and (ii) equity holders who have the obligation to absorb losses or receive residual
returns and the right to make decisions about the entitys activities. In accordance with Accounting Research Bulletin (ARB)
No. 51, Consolidated Financial Statements, and Statement of Financial Accounting Standards (SFAS) No. 94, Consolidation of All
MajorityOwned Subsidiaries )(SFAS 94), voting interest entities are consolidated when the Company has a controlling
financial interest, typically more than 50% of an entitys voting interests.
Variable Interest Entity. VIEs are entities that lack one or more voting interest entity characteristics. The Company
consolidates VIEs in which it is the primary beneficiary. In accordance with Financial Accounting Standards Board (FASB)
Interpretation (FIN) No. 46, Consolidation of Variable Interest Entities (revised December 2003)an interpretation of ARB No. 51
(FIN 46(R)), the Company is the primary beneficiary if it has a variable interest, or a combination of variable interests, that
will either (i) absorb a majority of the VIEs expected losses; (ii) receive a majority of the VIEs expected residual returns; or (iii)
both. To determine if the Company is the primary beneficiary of a VIE, the Company reviews, among other factors, the VIEs
design, capital structure, contractual terms, which interests create or absorb variability and related party relationships, if any.
Additionally, the Company may calculate its share of the VIEs expected losses and expected residual returns based upon the
VIEs contractual arrangements and/or position in the VIEs capital structure. This type of analysis is typically performed using
expected cash flows allocated to the expected losses and expected residual returns under various probability-weighted
Qualified Special Purpose Entity. QSPEs are passive entities with limited permitted activities. SFAS No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiesa replacement of FASB Statement No. 125 (SFAS 140),
establishes the criteria an entity must satisfy to be a QSPE, including types of assets held, limits on asset sales, use of derivatives
and financial guarantees, and discretion exercised in servicing activities. In accordance with SFAS 140 and FIN 46(R), the
Company does not consolidate QSPEs.
For a further discussion of the Companys involvement with VIEs, QSPEs and other entities, see Note 5, Securitizations and
Special Purpose Entities, to the Consolidated Statement of Financial Condition.
Equity-Method Investments. Entities in which the Company does not have a controlling financial interest (i.e., nonconsolidated entities) but in which the Company exerts significant influence (generally defined as owning a voting interest of
20% to 50%, or a partnership interest greater than 3%) are accounted for either under Accounting Principles Board (APB)
Opinion No. 18, The Equity Method of Accounting for Investments in Common Stock or SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities (SFAS 159).
Other. The Company has formed various non-consolidated private equity or other alternative investment funds with thirdparty investors that are typically organized as limited partnerships. The Company typically acts as general partner for these
funds, and when third-party investors have (i) rights to either remove the general partner without cause or to liquidate the
partnership; or (ii) substantive participation rights, the Company does not consolidate these partnerships in accordance with
Emerging Issue Task Force (EITF) No. 04-5, Determining Whether a General Partner, or the General Partners as a Group, Controls a
Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights.
A determination of whether the Company has a controlling financial interest in an entity and therefore a consolidation
assessment of that entity is initially made at the time the Company becomes involved with the entity. Certain events may occur
which cause the Company to re-assess its initial determination of an entity. These re-assessments focus on whether an entity is
a VIE or non-VIE, whether the Company is the primary beneficiary (if the entity is a VIE) and ultimately its consolidation
assessment of that entity. Those events generally are:
The entitys governance structure is changed such that either (i) the characteristics or adequacy of equity at risk are
changed, or (ii) expected returns or losses are reallocated among the participating parties within the entity.
The equity investment (or some part thereof) is returned to the equity investors and other interests become exposed
to expected returns or losses.
Additional activities are undertaken or assets acquired by the entity that were beyond those anticipated previously.
Participants in the entity acquire or sell interests in the entity.
The entity receives additional equity at risk or curtails its activities in a way that changes the expected returns or
When the Company does not consolidate an entity or apply the equity method of accounting, the Company presents its
investment in the entity at fair value.
Assets and liabilities of subsidiaries having nonU.S. dollar functional currencies are translated at exchange rates at the
applicable Consolidated Statement of Financial Condition date. The gains or losses resulting from translating non-U.S.
dollar functional currency into U.S. dollars, net of hedging gains or losses, are included in Accumulated other
comprehensive income (net of tax) a component of Stockholders equity.
Substantially all of the Companys Financial instruments and other inventory positions owned and Financial instruments and
other inventory positions sold but not yet purchased are reported at fair value. The Company accounts for these assets and
liabilities at fair value under various accounting literature and applicable industry guidance, namely broker-dealer and
investment company accounting guidance. The Company categorizes Real estate held for sale positions as a component of
Financial instruments and other inventory positions owned. Real estate held for sale positions are reported by the Company at
the lower of carrying amount or fair value less cost to sell.
The Company early adopted the provisions of SFAS No. 157, Fair Value Measurements (SFAS 157), in the first quarter of
2007. SFAS 157 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on
the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. Prior to
December 1, 2006, the Company followed the American Institute of Certified Public Accountants (AICPA) Audit and
Accounting Guide, Brokers and Dealers in Securities, when determining fair value for financial instruments. The AICPA Audit and
Accounting Guide permitted the recognition of a discount to the quoted price when determining the fair value for a substantial
block of a particular security as long as the quoted price was not considered to be readily realizable (i.e., a block discount).
SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date, or an exit price. Generally, assets (long positions) are
marked to bid prices and liabilities (short positions) are marked to offer prices. Neither the bid nor the offer prices are adjusted
for transactional costs. Fair value differs from cost accounting in that cost accounting would value financial instruments at their
acquisition pricenot at their value if currently sold in the market, or fair value.
When observable prices are not available, the Company either uses implied pricing from similar instruments or valuation
models based on net present value of estimated future cash flows, adjusted as appropriate for liquidity, credit, market and/or
other risk factors. New and/or complex instruments may have immature or limited markets. As a result, the pricing models
used by the Company for valuation may incorporate significant estimates and assumptions that market participants would use
in pricing the instrument. For instance, the Company may apply extrapolation methods for long-dated and illiquid contracts
where observed market data is utilized in order to estimate inputs and assumptions that are not directly observable.
Assumptions used by the Company in valuation models may impact the results of operations reported in the Consolidated
Financial Statements. As the markets for products develop, the Company continually refines its pricing models to correlate
more closely to the market price of the instruments.
Derivative Contracts. A derivative is a financial instrument whose value is based on an underlying asset (e.g., Treasury
bond), index (e.g., S&P 500) or reference rate (e.g., LIBOR). Derivative financial instruments include futures, forwards,
swaps, option contracts or other financial instruments with similar characteristics. A derivative contract generally
represents a future commitment to exchange interest payment streams or currencies based on the contract terms, or
notional amount, (e.g., interest rate swaps or currency forwards) or to purchase or sell financial instruments at specified
terms or dates (e.g., option to buy or sell securities). An exchange traded derivative is a standardized contract transacted
through regulated exchanges and includes futures and certain option contracts that are listed on an exchange. An overthe-counter (OTC) derivative financial instrument is a privately negotiated contractual agreement that may include
forward, swaps and certain options.
Derivative contracts held by the Company are presented as a component of Financial instruments and other inventory
positions owned or Financial instruments and other inventory positions sold but not yet purchased in the Consolidated
Statement of Financial Condition. Derivatives are presented net-by-counterparty when the Company believes legal right of
offset exists; net across different products or positions when applicable provisions are stated in a master netting agreement;
and/or net of cash collateral received or paid on a counterparty basis, provided legal right of offset exists. As a component of
the Companys Financial instruments and other inventory positions owned or Financial instruments and other inventory
positions sold but not yet purchased in the Consolidated Statement of Financial Condition, derivatives are presented at fair
value. The fair value for OTC derivative financial instruments (forwards, options and swaps) is calculated as the present value
of the estimated future payments the Company would receive or remit from or to a market participant in settlement of the
OTC derivative instrument (i.e., the amount the Company would expect to receive when disposing of a derivative asset or
would expect to pay to have a derivative liability assumed).
Prior to the Companys adoption of SFAS 157, the Company followed EITF Issue No. 02-3, Issues Involved in Accounting for
Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities (EITF 02-3).
Under EITF 02-3, recognition of a trading profit at inception of a derivative transaction was prohibited unless the fair value of
that derivative was obtained from a quoted market price supported by comparison to other observable inputs or based on a
valuation technique incorporating observable inputs. Subsequent to the inception date (Day 1), the Company recognized
trading profits deferred at Day 1 in the period in which the valuation of the instrument became observable. The adoption of
SFAS 157 nullified the guidance in EITF 02-3 that precluded the recognition of a trading profit at the inception of a derivative
contract, unless the fair value of such derivative was obtained from a quoted market price or other valuation technique
incorporating observable inputs.
The Company enters into derivative contracts for trading purposes and as an end user. In instances where the Company enters
into derivatives in a trading capacity, it is to facilitate a client transaction, execute a proprietary trading strategy or economically
hedge market or credit risk exposures incurred as a result of other trading activities. For these trading-related derivatives,
margins on futures contracts are included in Receivables and Payables from/to brokers, dealers and clearing organizations, as
Derivative contracts into which the Company enters as an end-user are primarily designed to economically hedge the
Companys exposure to market risk and/or credit risk. These end-user derivative contracts generally:
Attempt to achieve efficient financing costs on the Companys borrowing and deposit liabilities by converting the
underlying interest rate basis or variability of payments.
Mitigate the impact to the Company of changes in exchange rates that may impact the Companys investment in
foreign operations and/or financial instruments in inventory denominated in non-U.S. currencies.
Manage price risk or the change in fair value of an asset or liability. These economic hedges may be micro (on specific
inventory positions or specific trading books) or macro (generally intended to mitigate the overall risks present in the
businesses in which the Company operates). The Company may enter into a derivative contract whose value is based
upon a specific financial instrument class, an index that references that financial instrument class or a rate that
impacts the financial instruments value. The Companys position in that contract is typically designed such that it
mitigates changes in the fair value of the instrument.
In instances where the Company specifically designates a derivative position as a hedge, the Company accounts for the position
under the provisions of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133). The Company
assesses, both at the inception of the hedge and on an ongoing basis, whether the derivative contract designated as an
accounting hedge is effective. When the Company determines that a derivative contract is not effective as an accounting hedge,
the Company discontinues hedge accounting.
Certain of the derivative contracts entered into by the Company qualify as accounting hedges under the guidance of SFAS 133.
The following generally summarizes those contracts as well as the assessment made for effectiveness:
Derivative contracts that are designated as an interest rate hedge (including hedges on foreign currency movements)
because they are intended to hedge the variability of interest rates to be received or paid related to the recognized
assets or liabilities. Changes in the fair value of derivatives that are designated and qualify as accounting hedges of
interest rate risk, along with the gain or loss on the hedged asset or liability that is attributable to the hedged risk are
recorded within Interest revenue or expense. At inception of an accounting hedge risk and on an ongoing basis, the
Company assesses effectiveness on a prospective basis by comparing the expected change in the price of the hedge
instrument to the expected change in the value of the hedged item under various interest rate assumptions.
Effectiveness is also assessed on a retrospective basis by performing regression analyses. Ineffectiveness for derivative
contracts that the Company designated as interest rate hedges were immaterial for all periods presented.
Derivative contracts that are designated as a cash flow hedge because they intend to hedge the variability of cash
flows to be received or paid related to an asset or liability. Changes in the fair value of derivatives that are designated
and qualify as effective cash flow hedges are recorded in Accumulated other comprehensive income/(loss), net of
tax, in Stockholders equity. At inception of an accounting hedge and on an ongoing basis., the Company assesses
effectiveness on a prospective basis by comparing the present value of the projected cash flows on the derivative
contract to the present value of the projected cash flows of the hedged item under various interest rate and
prepayment assumptions. Effectiveness is also assessed on a retrospective basis by performing regression analyses.
Ineffectiveness for derivative contracts that the Company designated as cash flow hedges were immaterial for all
The Fair Value Hierarchy. While SFAS 157 does not prescribe which valuation technique the Company should use to
measure the fair value of an asset or a liability, SFAS 157 does require the Company to select an appropriate valuation
technique for the market conditions and for which sufficient, reliable data inputs are available. SFAS 157 distinguishes between
inputs that are based on market data obtained from independent sources and inputs that reflect assumptions from one market
participant as to actions of other market participants and emphasizes that valuation methodologies maximize inputs based on
market data. A determination of what constitutes observable market data requires significant judgment. The Company
considers observable or market-based data to be data that can be characterized as not proprietary, readily available or based on
consensus within reasonably narrow ranges, regularly distributed or updated, reliable and verifiable and provided by multiple,
independent sources that are involved in the relevant market.
Inputs to valuation techniques used by the Company to determine the fair value of an asset or a liability are prioritized based
upon the SFAS 157 hierarchy. The SFAS 157 hierarchy gives priority to observable inputs in the marketplace that are more
objective, rather than inputs that are more subjective because they have been derived through extrapolation or interpolation
from market data. The basis of a financial instrument level within the fair value hierarchy is the lowest level of any input that is
significant to the fair value measurement. The categorization of an asset or liability within the SFAS 157 hierarchy is based
upon the pricing transparency of the financial instrument and does not necessarily correspond to the perceived risk of the asset
or liability. The following describes the three levels of the fair value hierarchy under SFAS 157, provides general characteristics
and examples of measurement inputs associated with each hierarchical level as well as valuation techniques used by the
Company for components of its financial instrument inventory.
Level 1 Level 1 inputs are quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted
price for an identical asset or liability in an active market (e.g., an equity security traded on the New York Stock
Exchange) provides the most reliable fair value measurement because it is directly observable to the market. The
types of assets and liabilities valued based on quoted market prices in active markets and categorized by the Company
as Level 1 within the fair value hierarchy generally include equities listed in active markets, G-7 government and
agency securities, investments in publicly traded mutual funds with quoted market prices and listed derivatives.
Level 2 Level 2 inputs are inputs that are observable, either directly or indirectly, but do not qualify as Level 1
inputs. Level 2 inputs may include:
Quoted prices for identical or similar assets or liabilities in markets that are not active, that is, markets in
which there are few transactions for the asset or liability, the prices are not current, or price quotations vary
substantially either over time or among market makers (e.g., some brokered markets), or in which little
information is released publicly (e.g., a principal-to-principal market)
Inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates and yield
curves observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks,
and default rates)
Inputs that are derived principally from or corroborated by observable market data through correlation or
by other means (market-corroborated inputs)
The types of assets and liabilities that trade in markets that are not considered to be active, but are valued based on
quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price
transparency include non-G-7 government securities, municipal bonds, certain hybrid financial instruments, certain
mortgage and asset backed securities, certain corporate debt, certain commitments and guarantees, certain private
equity investments, including equity interests in investment managers, and certain derivatives. Level 2 derivatives are
valued using pricing models based on the net present value of estimated future cash flows and directly observed
prices from exchange-traded derivatives, other OTC derivative contracts, or external pricing services, while taking
into account either the Companys or counterpartys creditworthiness, as appropriate. Determining the fair value for
Level 2 derivative contracts can require a significant level of estimation and management judgment.
Financial instruments categorized as Level 2 within the SFAS 157 hierarchy are generally presented, at inception,
using the transacted price. Thereafter, the Company generally values Level 2 assets and liabilities based upon
comparable market prices or other relevant information from market transactions involving identical or comparable
Level 3 Level 3 inputs reflect the Companys assumptions that it believes market participants would use in pricing
the asset or liability. The Company develops Level 3 inputs based on the best information available in the
circumstances, which may include indirect correlation to a market value, combinations of market values or the
Companys proprietary data. Level 3 inputs generally include information derived through extrapolation or
interpolation of observable market data.
At May 31, 2008, the Company included within Level 3 certain assets and liabilities that were components of the
following inventory classifications:
Certain Mortgage and asset-backed securities which, at inception, may be reflected at the original
transaction cost. However, they subsequently may be reflected at a value based upon valuation
methodologies that incorporate a variety of inputs including prices observed from execution of a number
of trades in the marketplace; ABX, CMBX and similar indices that track the performance of a series of
credit default swaps based upon specific types of mortgages; and other market information, such as data on
remittances received and updated cumulative loss data on underlying obligations. These asset types include
mortgage whole loans, asset-backed securities, and private label or agency collateralized mortgage
Certain corporate debt positions which generally are initially presented at the original transaction price.
Thereafter, the fair value of these positions are generally estimated by using executed transactions on
comparable positions and anticipated market prices based upon pricing indications from syndicate banks
and customers. The valuation of these positions also takes into account certain fee income, third-party
credit ratings of counterparties and underlying movements in credit spreads of the counterparties. These
asset types include non-performing loan portfolios, loans to counterparties that do not have correlation to
market prices, and other loans held and awaiting securitization or syndication.
Certain corporate equities, generally unlisted or private placement positions, which generally are originally
reflected at their transaction price. Thereafter, these positions are subsequently valued based on third-party
investments, pending transactions or changes in financial ratios (e.g., earnings multiples). These asset types
include private equity and principal investment positions in addition to equity interests in corporations or
Derivative positions that were originally recorded based upon valuation models using initial trade prices.
Changes in the valuations thereafter are not a result of changes in model methodology but changes in
model inputs (e.g., interest rates, credit spreads and volatilities). Model inputs are updated only when those
inputs can be corroborated with other market data. These asset types include interest rate option contracts,
credit default swaptions, structured volatility derivatives and other forward starting contracts that are
generally long-tenured.
For further discussion of the adoption of SFAS 157, see Accounting and Regulatory DevelopmentsSFAS 157
below. For further discussion of Financial instruments and other inventory positions, see Note 3, Financial Instruments
and Other Inventory Positions, to the Consolidated Financial Statements. Firm-owned securities pledged to
counterparties who have the right, by contract or custom, to sell or repledge the securities are classified as Financial
instruments and other inventory positions owned and are disclosed as pledged as collateral. For further discussion of
securities received and pledged as collateral, see Note 4, Securities Received and Pledged as Collateral, to the
Securitization activities. In accordance with SFAS 140, the Company recognizes transfers of financial assets as sales, if
control has been surrendered. The Company determines control has been surrendered when the following three criteria have
The transferred assets have been isolated from the transferor, or put presumptively beyond the reach of the
transferor and its creditors, even in bankruptcy or other receivership (i.e., a true sale opinion has been obtained);
Each transferee (or, if the transferee is a QSPE, each holder of its beneficial interests) has the right to pledge or
exchange the assets (or beneficial interests) it received, and no condition both constrains the transferee (or holder)
from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the transferor;
The transferor does not maintain effective control over the transferred assets through either (i) an agreement that
both entitles and obligates the transferor to repurchase or redeem them before their maturity; or (ii) the ability to
unilaterally cause the holder to return specific assets.
Repurchase and resale agreements. Securities purchased under agreements to resell and securities sold under
agreements to repurchase are collateralized primarily by government and government agency securities and are
carried net by counterparty, when permitted, at the amounts at which the securities subsequently will be resold
or repurchased plus accrued interest. The Company takes possession of securities purchased under agreements
to resell. The fair value of the underlying positions is compared daily with the related receivable or payable
balances, including accrued interest. The Company requires counterparties to deposit additional collateral or
return collateral pledged, as necessary, to ensure the fair value of the underlying collateral remains sufficient.
Securities borrowed and securities loaned. Securities borrowed and securities loaned are carried at the amount of cash
collateral advanced or received plus accrued interest. The Company values the securities borrowed and loaned
daily and obtains additional cash as necessary to ensure these transactions are adequately collateralized. When
the Company acts as the lender of securities in a securities-lending agreement and the Company receives
securities that can be pledged or sold as collateral, the Company recognizes an asset, representing the securities
received and a liability, representing the obligation to return those securities.
Other secured borrowings. Other secured borrowings principally reflect transfers accounted for as financings rather
than sales under SFAS 140. Additionally, Other secured borrowings includes non-recourse financings of
entities that the Company has consolidated because the Company is the primary beneficiary of such entities.
Property, equipment and leasehold improvements are recorded at historical cost, net of accumulated depreciation and
amortization. Depreciation is recognized using the straight-line method over the estimated useful lives of the assets.
Buildings are depreciated up to a maximum of 40 years. Leasehold improvements are amortized over the lesser of their
useful lives or the terms of the underlying leases, which range up to 30 years. Equipment, furniture and fixtures are
depreciated over periods of up to 10 years. Internal-use software that qualifies for capitalization under AICPA Statement
of Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use, is capitalized and subsequently
amortized over the estimated useful life of the software, generally three years, with a maximum of seven years. The
Company reviews long-lived assets for impairment periodically and whenever events or changes in circumstances
indicate the carrying amounts of the assets may be impaired. If the expected future undiscounted cash flows are less than
the carrying amount of the asset, an impairment loss is recognized to the extent the carrying value of the asset exceeds
Identifiable intangible assets with finite lives are amortized over their expected useful lives, which range up to 15 years.
Identifiable intangible assets with indefinite lives and goodwill are not amortized. Instead, these assets are evaluated at
least annually for impairment. Goodwill is reduced upon the recognition of certain acquired net operating loss
carryforward benefits.
Cash equivalents include highly liquid investments not held for resale with maturities of three months or less when the
Company acquires them.
SFAS 141(R). In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS 141(R)). SFAS 141(R)
expands the definition of transactions and events that qualify as business combinations; requires that the acquired assets and
liabilities, including contingencies, be recorded at the fair value determined on the acquisition date and changes thereafter
reflected in revenue, not goodwill; changes the recognition timing for restructuring costs; and requires acquisition costs to be
expensed as incurred. Adoption of SFAS 141(R) is required for combinations after December 15, 2008. Early adoption and
retroactive application of SFAS 141(R) to fiscal years preceding the effective date are not permitted. The Company is
evaluating the impact of adoption on the Companys Consolidated Statement of Financial Condition.
SFAS 160. In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interest in Consolidated Financial Statements (SFAS
160). SFAS 160 re-characterizes minority interests in consolidated subsidiaries as non-controlling interests and requires the
classification of minority interests as a component of equity. Under SFAS 160, a change in control will be measured at fair
value, with any gain or loss recognized in earnings. The effective date for SFAS 160 is for annual periods beginning on or after
December 15, 2008. Early adoption and retroactive application of SFAS 160 to fiscal years preceding the effective date are not
permitted. The Company is evaluating the impact of adoption on the Companys Consolidated Statement of Financial
SFAS 161. In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS
161). SFAS 161 requires specific disclosures regarding the location and amounts of derivative instruments in the Companys
financial statements; how derivative instruments and related hedged items are accounted for; and how derivative instruments
and related hedged items affect the Companys financial position, financial performance, and cash flows. SFAS 161 is effective
for financial statements issued and for fiscal years and interim periods after November 15, 2008. Early application is permitted.
Because SFAS 161 impacts the Companys disclosure and not its accounting treatment for derivative instruments and related
hedged items, the Companys adoption of SFAS 161 will not impact the Consolidated Statement of Financial Condition.
SFAS 162. In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162).
SFAS 162 identifies a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial
statements that are presented in conformity with U.S. generally accepted accounting principles for nongovernmental entities
(the Hierarchy). The Hierarchy within SFAS 162 is consistent with that previously defined in the AICPA Statement on
Auditing Standards No. 69, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles (SAS 69). SFAS
162 is effective 60 days following the United States Securities and Exchange Commissions (the SEC) approval of the Public
Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles. The adoption of SFAS 162 will not have a material effect on the Consolidated Statement of
Financial Condition because the Company has utilized the guidance within SAS 69.
SFAS 163. In May 2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contractsan interpretation of
FASB Statement No. 60 (SFAS 163). SFAS 163 requires recognition of an insurance claim liability prior to an event of default
when there is evidence that credit deterioration has occurred in an insured financial obligation. SFAS 163 is effective for
financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years.
Early application is not permitted. The Companys adoption of SFAS 163 will not have a material effect on the Consolidated
FIN 48. In June 2006, the FASB issued FIN 48. FIN 48 sets out a framework for management to use to determine the
appropriate level of tax reserves to maintain for uncertain tax positions. FIN 48 uses a two-step approach wherein a tax benefit
is recognized if a position is more likely than not to be sustained, and the amount of benefit is then measured on a probabilistic
approach, as defined in FIN 48. FIN 48 also sets out disclosure requirements to enhance transparency of an entitys tax
reserves. The Company adopted FIN 48 at the beginning of the 2008 fiscal year and recognized a decrease to opening retained
earnings of approximately $106 million. For additional information regarding the adoption of FIN 48, see Note 12, Income
Taxes, to the Consolidated Statement of Financial Condition.
SOP 07-1. In June 2007, the AICPA issued Statement of Position (SOP) No. 07-1, Clarification of the Scope of the Audit and
Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment
Companies ("SOP 07-1"). SOP 07-1 addresses when the accounting principles of the AICPA Audit and Accounting Guide
Investment Companies must be applied by an entity and whether those accounting principles must be retained by a parent
company in consolidation or by an investor in the application of the equity method of accounting. The effective date for SOP
07-1 was initially for fiscal years beginning on or after December 15, 2007; however, in February 2008, the FASB directed the
FASB Staff to issue SOP 07-1-1 Effective Date of AICPA Statement of Position 07-1 (SOP 07-1-1), which indefinitely delays the
effective dates for SOP 07-1 and FASB Staff Position (FSP) FIN 46(R)-7, Application of FASB Interpretation No. 46(R) to
Investment Companies which was effective upon adoption of SOP 07-1.
FSP FAS 140-3. In February 2008, the FASB directed the FASB Staff to issue FSP No. FAS 140-3, Accounting for Transfers of
Financial Assets and Repurchase Financing Transactions (FSP FAS 140-3). Under FSP FAS 140-3, it is presumed that an initial
transfer of a financial asset and a repurchase are considered part of the same arrangement, known as a linked transaction.
However, if certain criteria are met, the initial transfer and repurchase financing may not be evaluated as a linked transaction
and must be evaluated separately under FAS 140. FSP FAS 140-3 will be effective for financial statements issued for fiscal
years beginning after November 15, 2008, and interim periods within those fiscal years. Earlier application is not permitted.
The Company is evaluating the impact of adopting FSP FAS 140-3 on the Consolidated Statement of Financial Condition.
FSP FAS 142-3. In April 2008, the FASB directed the FASB Staff to issue FSP No. FAS 142-3, Determination of the Useful Life of
Intangible Assets (FSP FAS 142-3). FSP FAS 142-3 amends the factors that should be considered in developing a renewal or
extension assumptions used for purposes of determining the useful life of a recognized intangible asset under FASB Statement
No. 142, Goodwill and Other Intangible Assets (SFAS 142). FSP FAS 142-3 is intended to improve the consistency between the
useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair
value of the asset under SFAS 141(R) and other U.S. generally accepted accounting principles. FSP FAS 142-3 is effective for
fiscal years beginning after December 15, 2008. Earlier application is not permitted. The Company believes the impact of
adopting FSP FAS 142-3 will not have a material effect on the Consolidated Financial Statements.
FSP APB 14-1. In May 2008, the FASB directed the FASB Staff to issue FSP APB 14-1, Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (FSP APB 14-1). FSP APB 14-1 applies to
convertible debt instruments that, by their stated terms, may be settled in cash (or other assets) upon conversion, including
partial cash settlement of the conversion option. FSP APB 14-1 requires bifurcation of the instrument into a debt component
that is initially recorded at fair value and an equity component. The difference between the fair value of the debt component
and the initial proceeds from issuance of the instrument is recorded as a component of equity. The liability component of the
debt instrument is accreted to par using the effective yield method; accretion is reported as a component of interest expense.
The equity component is not subsequently re-valued as long as it continues to qualify for equity treatment. FSP APB 14-1 is
effective for financial statements issued and for fiscal years and interim periods after December 15, 2008. Early adoption is not
permitted. The Company is evaluating the impact of adopting FSP APB 14-1 on the Consolidated Financial Statements.
The ASF Framework. On December 6, 2007, the American Securitization Forum (ASF), working with various
constituency groups as well as representatives of U.S. federal government agencies, issued the Streamlined Foreclosure and Loss
Avoidance Framework for Securitized Subprime Adjustable Rate Mortgage Loans (the ASF Framework). The ASF Framework
provides guidance for servicers to streamline borrower evaluation procedures and to facilitate the use of foreclosure and loss
prevention efforts in an attempt to reduce the number of U.S. subprime residential mortgage borrowers who might default in
the coming year because the borrowers cannot afford to pay the increased loan interest rate after their U.S. subprime residential
mortgage variable loan rate resets. The ASF Framework requires a borrower and its U.S. subprime residential mortgage
variable loan to meet specific conditions to qualify for a modification under which the qualifying borrowers loans interest rate
would be kept at the existing rate, generally for five years following an upcoming reset period. The ASF Framework is focused
on U.S. subprime first-lien adjustable-rate residential mortgages that have an initial fixed interest rate period of 36 months or
less, are included in securitized pools, were originated between January 1, 2005 and July 31, 2007, and have an initial interest
rate reset date between January 1, 2008 and July 31, 2010 (defined as Segment 2 Subprime ARM Loans within the ASF
Framework). On June 11, 2008, ASF revised the ASF Framework to permit application, in appropriate circumstances, to any
rate reset on Segment 2 Subprime ARM Loans rather than only the initial rate reset.
On January 8, 2008, the SECs Office of Chief Accountant (the OCA) issued a letter (the OCA Letter) addressing
accounting issues that may be raised by the ASF Framework. Specifically, the OCA Letter expressed the view that if a Segment
2 Subprime ARM Loan is modified pursuant to the ASF Framework and that loan could legally be modified, the OCA will not
object to continued status of the transferee as a QSPE under SFAS 140. Concurrent with the issuance of the OCA Letter, the
OCA requested the FASB to immediately address the issues that have arisen in the application of the QSPE guidance in SFAS
140. Any loan modifications the Company makes in accordance with the ASF Framework will not have a material impact on
its accounting for U.S. subprime residential mortgage loans nor securitizations or retained interests in securitizations of U.S.
subprime residential mortgage loans.
At May 31, 2008, the Company has not yet modified a significant volume of loans using the ASF Framework. Additionally and
at May 31, 2008, the Company does not believe its application of the ASF Framework will impact the off-balance sheet status
of the Company sponsored QSPEs that hold Segment 2 Subprime ARM Loans.
Note 2 Financial Instruments and Other Inventory Positions
Financial instruments and other inventory positions owned and Financial instruments and other inventory positions sold
but not yet purchased were comprised of the following:
$ 53,074
Government and agencies. Included within these balances are instruments issued by a national government or agency
thereof, denominated in the countrys own currency or in a foreign currency (e.g., sovereign) as well as municipals.
Corporate debt and other. Longer-term debt instruments, generally with a maturity date falling at least a year after their issue
date, not issued by governments and may or may not be traded on major exchanges, are included within this component.
Non-derivative, physical commodities are reported as a component of this line item and was approximately $527 million at
Mortgage and asset-backed securities. Mortgage and asset-backed securities include residential and commercial whole
loans and interests in residential and commercial mortgage-backed securitizations. Also included within Mortgage and assetbacked securities are securities whose cash flows are based on pools of assets in bankruptcy-remote entities, or collateralized by
cash flows from a specified pool of underlying assets. The pools of assets may include, but are not limited to mortgages,
receivables and loans. For further discussion of the Companys securitization activities, see Note 5, Securitizations and Special
Purpose Entities, to the Consolidated Statement of Financial Condition.
Real estate held for sale. The Companys net investment positions related to real estate, excluding the amounts that have
been consolidated but for which the Company does not have economic exposure, was approximately $1.6 billion at May 31,
Corporate equities. Balances generally reflect held positions in any instrument that has an equity ownership component, such
as equity-related positions, public ownership equity securities that are listed on public exchanges, private equity-related
positions and non-public ownership equity securities that are not listed on a public exchange.
Derivative and Other Contractual Agreements. These balances generally represent future commitments to exchange
interest payment streams or currencies based on contract or notional amounts or to purchase or sell other financial
instruments or physical assets at specified terms on a specified date. Both over-the-counter and exchange-traded
derivatives are reflected.
The following table presents the fair value of Derivatives and other contractual agreements at May 31, 2008. Assets
included in the table represent unrealized gains, net of unrealized losses, for situations in which the Company has a
master netting agreement. Similarly, liabilities represent net amounts owed to counterparties. The fair value of derivative
contracts represents the Companys net receivable/payable for derivative financial instruments before consideration of
securities collateral. At May 31, 2008, assets and liabilities are presented below net of cash collateral of approximately
$17.9 billion and $17.5 billion, respectively.
Fair Value of Derivatives and Other Contractual Agreements
Includes $4.1 billion of commodity derivative assets and $3.4 billion of commodity derivative liabilities at May 31, 2008.
At May 31, 2008, the fair value of derivative assets and liabilities included $1.1 billion and $869 million, respectively,
related to exchange-traded option and warrant contracts. With respect to OTC contracts, we view our net credit
exposure to be $31.9 billion at May 31, 2008, representing the fair value of OTC contracts in a net receivable position,
after consideration of collateral. Counterparties to our OTC derivative products primarily are U.S. and foreign banks,
securities firms, corporations, governments and their agencies, finance companies, insurance companies, investment
companies and pension funds. Collateral held related to OTC contracts generally includes U.S. government and federal
Commercial paper and other money market instruments. Commercial paper and other money market instruments
include short-term obligations, generally issued by financial institutions or corporations, with maturities within a calendar year
of the financial statement date. These instruments may include promissory notes, drafts, checks and certificates of deposit.
A substantial portion of the Companys securities transactions are collateralized and are executed with, and on behalf of,
commercial banks and other institutional investors, including other brokers and dealers. The Companys exposure to credit risk
associated with the non-performance of these clients and counterparties in fulfilling their contractual obligations with respect to
various types of transactions can be directly affected by volatile or illiquid trading markets, which may impair the ability of
clients and counterparties to satisfy their obligations to the Company.
Financial instruments and other inventory positions owned include U.S. government and agency securities, and securities
issued by non-U.S. governments, which in the aggregate represented approximately 11% of total assets at May 31, 2008.
In addition, collateral held for resale agreements represented approximately 24% of total assets at May 31, 2008 which
primarily consisted of securities issued by the U.S. government, federal agencies or non-U.S. governments. The
Companys most significant industry concentration is financial institutions, which includes other brokers and dealers,
commercial banks and institutional clients. This concentration arises in the normal course of business.
Financial instruments and other inventory positions owned, excluding Real estate held for sale, and Financial instruments and
other inventory positions sold but not yet purchased, are presented at fair value.
Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing
parties. A liabilitys fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the
amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market
prices or parameters or derived from such prices or parameters. In instances where valuation models are applied, inputs are
correlated to a market value, combinations of market values or the Companys proprietary data. These valuation techniques
involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for
the instruments or market and the instruments complexity.
Assets and liabilities recorded at fair value in the Consolidated Statement of Financial Condition are categorized based upon the
level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, defined by SFAS 157 and
directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as
information is released publicly (e.g., a principal-to-principal market).
and default rates).
by other means (market-corroborated inputs).
The Company makes certain valuation adjustments (e.g., credit adjustments) at a portfolio level. In determining fair value, the
Company considers both the credit risk of counterparties, as well as its own creditworthiness. The Company attempts to
mitigate credit risk to third parties by entering into netting and collateral arrangements. Net exposure is then measured with
consideration of a counterpartys creditworthiness and is incorporated into the fair value of the respective instruments. In the
calculation of the credit risk adjustment for derivatives, the Company attempts to use observable market credit spreads. The
impact of the Companys credit risk is incorporated into the fair valuation, even when credit risk is not readily observable in the
pricing of an instrument, such as in OTC derivatives contracts.
Valuation allowances are generally recorded on an aggregate basis. For a portfolio of assets or liabilities, the Company attributes
valuation adjustments to individual transactions for financial reporting purposes. Management believes the methodology
adopted to allocate valuation adjustments on a portfolio to individual positions is reasonable and consistently applied during
Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level
of significant input to the valuations:
Assets at Fair Value as of May 31, 2008
$ $ 53,074
$ 88,326
Derivative assets are presented on a net basis by level. Inter- and intra-level cash collateral, cross-product and counterparty netting at May 31, 2008 was
approximately $34.6 billion.
Liabilities at Fair Value as of May 31, 2008
Derivative liabilities are presented on a net basis by level. Inter- and intra-level cash collateral, cross-product and counterparty netting at May 31, 2008 was
approximately $34.1 billion.
The table presented below summarizes the change in balance sheet carrying values associated with Level 3 Financial
instruments for the six months ended May 31, 2008. The values presented exclude economic hedging activities that may be
transacted in instruments categorized within other fair value hierarchy levels.
During the period beginning December 1, 2007 and ending May 31, 2008, approximately $2.6 billion of Financial instruments
categorized as Level 3 at November 30, 2007 were transferred from the Company to Holdings subsidiaries. The subsidiaries to
which these assets were transferred are not included in the accounts of the Company.
Balance at December 1, 2007
Net Transfers In/ (Out)
Gains/ (Losses) (1)
Mortgage and assetbacked securities
Realized or unrealized gains/(losses) from changes in values of Level 3 Financial instruments represent gains/(losses) from changes in values of those
Financial instruments only for the period(s) in which the instruments were classified as Level 3.
Note 4 Securities Received and Pledged as Collateral
The Company enters into secured borrowing and lending transactions to finance inventory positions, obtain securities for
settlement and meet clients needs. The Company receives collateral in connection with resale agreements, securities borrowed
transactions, borrow/pledge transactions, client margin loans and derivative transactions. The Company generally is permitted
to sell or repledge these securities held as collateral and use them to secure repurchase agreements, enter into securities lending
transactions or deliver to counterparties to cover short positions.
At May 31, 2008, the fair value of securities received as collateral that the Company was permitted to sell or repledge was
approximately $540 billion. The fair value of securities received as collateral that the Company sold or repledged was
approximately $517 billion at May 31, 2008.
The Company also pledges its own assets, primarily to collateralize certain financing arrangements. These pledged securities,
where the counterparty has the right by contract or custom to sell or repledge the financial instruments were approximately $50
billion at May 31, 2008. The carrying value of Financial instruments and other inventory positions owned that have been
pledged or otherwise encumbered to counterparties where those counterparties do not have the right to sell or repledge, was
approximately $54 billion at May 31, 2008.
Note 5 Securitizations and Special Purpose Entities
Generally, residential and commercial mortgages, home equity loans, municipal and corporate bonds, and lease and trade
receivables are financial assets that the Company securitizes through SPEs. The Company may continue to hold an interest in
the financial assets securitized in the form of the securities created in the transaction, including residual interests (interests in
securitizations) established to facilitate the securitization transaction. Interests in securitizations are presented within Financial
instruments and other inventory positions owned (primarily in mortgage and asset-backed securities and government and
agencies) in the Consolidated Statement of Financial Condition. For additional information regarding the accounting for
securitization transactions, see Note 1, Summary of Significant Accounting PoliciesConsolidation Policies, to the
Consolidated Statement of Financial Condition.
For the period ended May 31, 2008, the Company securitized the following financial assets:
At May 31, 2008, the Company had approximately $1.0 billion of non-investment grade interests from its securitization
The table below presents the fair value of the Companys interests in securitizations at May 31, 2008; model assumptions of
market factors and the sensitivity of valuation models to adverse changes in the assumptions. The sensitivity analysis presented
below is hypothetical and should be used with caution since the stresses are performed without considering the effect of
hedges, which serve to reduce the Companys actual risk. The Company mitigates the risks associated with the below interests
in securitizations through various risk management dynamic hedging strategies. These results are calculated by stressing a
particular economic assumption independent of changes in any other assumption (as required by U.S. GAAP). In reality,
changes in one factor often result in changes in another factor which may counteract or magnify the effect of the changes
outlined in the table below. Changes in the fair value based on a 10% or 20% variation in an assumption should not be
extrapolated because the relationship of the change in the assumption to the change in fair value may not be linear.
Interests in securitizations (in billions)
The amount of investment-grade interests in securitizations related to agency collateralized mortgage obligations was approximately $2.1 billion at May 31,
At May 31, 2008, other interests in securitizations included approximately $0.5 billion of investment grade commercial mortgages, approximately $0.04
billion of non-investment grade commercial mortgages and the remainder relates to municipal products.
Non-QSPE activities. The Company has transactional activity with SPEs that do not meet the QSPE criteria because their
permitted activities are not limited sufficiently or the assets are non-qualifying financial instruments (e.g., real estate). These
SPEs issue credit-linked notes, invest in real estate or are established for other structured financing transactions designed to
meet clients investing or financing needs.
As a dealer in credit default swaps, the Company makes a market in buying and selling credit protection on single issuers as well
as on portfolios of credit exposures. The Company mitigates its credit risk, in part, by purchasing default protection through
credit default swaps with SPEs. The Company pays a premium to the SPEs for assuming credit risk under the credit default
swap. In these transactions, SPEs issue credit-linked notes to investors and use the proceeds to invest in high quality collateral.
The Companys maximum potential loss associated with involvement with such credit-linked note transactions is measured by
the fair value of credit default swaps with such SPEs. At May 31, 2008, the fair value of these credit default swaps was $3.7
billion. The underlying investment grade collateral held by SPEs where the Company is the first lien holder was $16.5 billion.
Because the investors assume default risk associated with both the reference portfolio and the SPEs assets, the Companys
expected loss calculations generally demonstrate the investors in the SPEs bear a majority of the entitys expected losses.
Accordingly, the Company generally is not the primary beneficiary and therefore does not consolidate these SPEs. In instances
where the Company is the primary beneficiary of the SPEs, the Company consolidates the SPEs. At May 31, 2008, the
Company consolidated approximately $0.2 billion of these SPEs. The assets associated with these consolidated SPEs are
presented as a component of Financial instruments and other inventory positions owned, and the liabilities are presented as a
component of Other secured borrowings.
The Company also invests in real estate directly through consolidated subsidiaries and through VIEs. The Company
consolidates its investments in real estate VIEs when it is the primary beneficiary. The Company records the assets of these
consolidated real estate VIEs as a component of Financial instruments and other inventory positions owned and the liabilities
are presented as a component of Other secured borrowings. At May 31, 2008, the Company consolidated approximately $1.8
billion of real estate-related investments. After giving effect to non-recourse financing, the Companys net investment position
in these consolidated real estate VIEs was $242 million at May 31, 2008.
The following table summarizes the Companys non-QSPE activities at May 31, 2008:
Consolidated real estate VIEs
In addition to the above, the Company enters into other transactions with SPEs designed to meet clients investment and/or
funding needs. For further discussion of the Companys SPE-related and other commitments, see Note 8, Commitments,
Contingencies and Guarantees, to the Consolidated Statement of Financial Condition.
Note 6 Identifiable Intangible Assets and Goodwill
The changes in the carrying amount of goodwill for the period ended May 31, 2008 are as follows:
Balance (net) at November 30, 2007
Balance (net) at May 31, 2008
Note 7 Borrowings
At May 31, 2008, the Company had short-term borrowings of approximately $879 million, comprised primarily of
Weighted-average contractual interest rate
The maturity dates of long-term borrowings are as follows:
Maturing in fiscal 2009
Maturing in fiscal 2010
Maturing in fiscal 2011
Maturing in fiscal 2012
December 1, 2012 and thereafter
End-User Derivative Activities
The Company uses a variety of derivative products including interest rate and currency swaps as an end-user to modify
the interest rate characteristics of ifs long-term borrowings portfolio. The Company uses interest rate swaps to convert a
substantial portion of its fixed-rate debt to floating interest rates to more closely match the terms of assets being funded
and to minimize interest rate risk. In addition, the Company uses cross-currency swaps to hedge its exposure to foreign
currency risk arising from its non-U.S. dollar debt obligations, after consideration of non-U.S. dollar assets that are
funded with long-term debt obligations in the same currency. In certain instances, the Company may use two or more
derivative contracts to manage the interest rate nature and/or currency exposure of an individual long-term borrowings
Long-Term Borrowings After End-User Derivative Activities
End-user derivative activities resulted in the following mix of fixed and floating rate debt and effective weighted-average
Weighted-average effective interest rate
In the normal course of business, the Company enters into various commitments and guarantees, including lending
commitments to high grade and high yield borrowers, private equity investment commitments, liquidity commitments and
LendingRelated Commitments
The following table summarizes the contractual amounts of lending-related commitments at May 31, 2008:
Expiration Per Period at May 31, 2008
The Company uses various hedging and funding strategies to actively manage the Companys market, credit and liquidity
exposures on these commitments. The Company does not believe total commitments necessarily are indicative of actual risk or
funding requirements because the commitments may not be drawn or fully used and such amounts are reported before
consideration of hedges.
Lending commitments. Through the Companys high grade (investment grade) and high yield (non-investment grade) sales,
trading and underwriting activities, commitments are made to extend credit in loan syndication transactions. These
commitments and any related drawdowns of these facilities typically have fixed maturity dates and are contingent on certain
representations, warranties and contractual conditions applicable to the borrower. High yield exposures are defined as securities
of or loans to companies rated BB+ or lower or equivalent ratings by recognized credit rating agencies, as well as non-rated
securities or loans that, in managements opinion, are non-investment grade.
At May 31, 2008, the Company had commitments to high grade borrowers of $8.5 billion (net credit exposure of $7.4 billion,
after consideration of hedges) and to high yield borrowers of $6.7 billion (net credit exposure of $6.2 billion, after consideration
of hedges).
Contingent acquisition facilities. The Company provides contingent commitments to investment and non-investment grade
counterparties related to acquisition financing. The Company does not believe contingent acquisition commitments are
necessarily indicative of actual risk or funding requirements as funding is dependent upon both a proposed transaction being
completed and the acquiror fully utilizing the Companys commitment. Typically, these commitments are made to a potential
acquiror in a proposed acquisition, which may or may not be completed depending on whether the potential acquiror to whom
the commitment was made is successful. A contingent borrowers ability to draw on the commitment is typically subject to
there being no material adverse change in the borrowers financial condition, among other factors, and the commitments also
generally contain certain flexible pricing features to adjust for changing market conditions prior to closing. In addition,
acquirors generally utilize multiple financing sources, including other investment and commercial banks, as well as accessing the
general capital markets for completing transactions. Therefore, contingent acquisition commitments are generally greater than
the amounts the Company ultimately expects to fund. Further, the Companys past practice, consistent with its credit
facilitation framework, has been to syndicate acquisition financings to investors. The ultimate timing, amount and pricing of
syndication, however, is influenced by market conditions that may not necessarily be consistent with those at the time the
commitment was entered.
At May 31, 2008, the Company provided contingent commitments to high grade counterparties related to acquisition financing
of approximately $1.7 billion and to high yield counterparties related to acquisition financing of $425 million.
Mortgage commitments. Through its mortgage origination platforms, the Company makes commitments to extend
mortgage loans. At May 31, 2008, the Company had outstanding mortgage commitments of approximately $121 million, of
which $92 million is related to commercial mortgages and $29 million is related to residential mortgages.
Secured lending transactions. In connection with its financing activities, the Company had outstanding commitments under
certain collateralized lending arrangements of approximately $2.7 billion at May 31, 2008. These commitments require
borrowers to provide acceptable collateral, as defined in the agreements, when amounts are drawn under the lending facilities.
Advances made under these lending arrangements typically are at variable interest rates and generally provide for overcollateralization. In addition, at May 31, 2008, the Company had commitments to enter into forward starting secured resale and
repurchase agreements, primarily secured by government and government agency collateral, of $20.2 billion and $16.7 billion,
The following table summarizes other commitments and guarantees at May 31, 2008:
Municipal securities related commitments
Other commitments with variable
Private equity and other principal
$ 207,713
$ 637,306
$ 94,068
The Company believes the fair value of these derivative contracts is a more relevant measure of the obligations because the Company believes the notional
amount overstates the expected payout. At May 31, 2008, the fair value of these derivative contracts approximated $9.1 billion.
Derivative contracts. Under FASB Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others (FIN 45), derivative contracts are considered to be guarantees if such
contracts require the Company to make payments to counterparties based on changes in an underlying instrument or index
(e.g., security prices, interest rates, and currency rates) and include written credit default swaps, written put options, written
foreign exchange and interest rate options. Derivative contracts are not considered guarantees if these contracts are cash settled
and the Company cannot determine if the derivative counterparty held the contracts underlying instruments at inception. The
Company has determined these conditions have been met for certain large financial institutions. Accordingly, when these
conditions are met, the Company has not included these derivatives in its guarantee disclosures.
At May 31, 2008, the maximum payout value of derivative contracts deemed to meet the FIN 45 definition of a guarantee was
approximately $637.3 billion. For purposes of determining maximum payout, notional values are used; however, the Company
believes the fair value of these contracts is a more relevant measure of these obligations because the notional amounts greatly
overstate its expected payout. At May 31, 2008, the fair value of such derivative contracts approximated $9.1 billion. In
addition, all amounts included above are before consideration of hedging transactions. The Company substantially mitigates its
risk on these contracts through hedges, using other derivative contracts and/or cash instruments. The Company manages risk
associated with derivative guarantees consistent with its global risk management policies.
Municipal securities related commitments. At May 31, 2008, the Company had municipal-securities-related commitments
of approximately $4.6 billion which are principally comprised of liquidity commitments related to trust certificates backed by
high grade municipal securities. The Company believes its liquidity commitments to these trusts involve a low level of risk
because its obligations are supported by high grade securities and generally cease if the underlying assets are downgraded below
investment grade or upon an issuers default.
Other commitments with VIEs. The Company provides limited downside protection guarantees to investors in certain
VIEs by guaranteeing return of their initial principal investment. The Company maximum exposure to loss under such
commitments was approximately $1.3 billion at May 31, 2008. The Company believes its actual risk is less because its
obligations are collateralized by the VIEs assets and contain significant constraints under which downside protection will be
available (e.g., the VIE is required to liquidate assets in the event certain loss levels are triggered).
Additionally, the Company has entered into agreements that obligate it to purchase commercial paper from VIEs. The
commercial paper is purchased by the Company and delivered to clients for purposes of funding a debt service reserve. The
Company obtains guaranteed investment contracts underwritten by insurance companies on these agreements. The guaranteed
investment contracts allow the Company to stop the agreements in the event of a default by the client upon delivery of the
commercial paper. At May 31, 2008, the Company was committed to purchase $1.8 billion.
Standby letters of credit. At May 31, 2008, the Company had commitments under letters of credit issued by banks to
counterparties for $1.3 billion. The Company is contingently liable for these letters of credit which are primarily used to provide
collateral for securities and commodities borrowed and to satisfy margin deposits at option and commodity exchanges.
Private equity and other principal investments. At May 31, 2008, the Company had private equity and other principal
investment commitments of approximately $2.4 billion, which were comprised of commitments to private equity partnerships
and other principal investment opportunities. It has been the Companys past practice to distribute and syndicate certain of
these commitments to its investing clients.
Other. In the normal course of business, the Company provides guarantees to securities clearinghouses and exchanges. These
guarantees generally are required under the standard membership agreements, such that members are required to guarantee the
performance of other members. To mitigate these performance risks, the exchanges and clearinghouses often require members
to post collateral.
In connection with certain asset sales and securitization transactions, the Company often makes customary representations and
warranties about the assets. Violations of these representations and warranties, such as early payment defaults by borrowers,
may require the Company to repurchase loans previously sold, or indemnify the purchaser against any losses. To mitigate these
risks, to the extent the assets being securitized may have been originated by third parties, the Company generally obtain
equivalent representations and warranties from these third parties when the Company acquires the assets. The Company has
established reserves which the Company believes to be adequate in connection with such representations and warranties.
In the normal course of business, the Company are exposed to credit and market risk as a result of executing, financing and
settling various client security and commodity transactions. These risks arise from the potential that clients or counterparties
may fail to satisfy their obligations and the collateral obtained is insufficient. In such instances, the Company may be required
to purchase or sell financial instruments at unfavorable market prices. The Company seeks to control these risks by obtaining
margin balances and other collateral in accordance with regulatory and internal guidelines.
Certain of the Company subsidiaries, as general partners, are contingently liable for the obligations of certain public and private
limited partnerships. In the Companys opinion, contingent liabilities, if any, for the obligations of such partnerships will not, in
the aggregate, have a material adverse effect on the Companys Consolidated Statement of Financial Condition.
In connection with certain acquisitions and strategic investments, the Company agreed to pay additional consideration
contingent on the acquired entity meeting or exceeding specified income, revenue or other performance thresholds. These
payments will be recorded as amounts become determinable. Had the determination date been May 31, 2008, the Company
would have no obligations related to these contingent consideration arrangements.
The Company income is included in the consolidated U.S. federal income tax return of Holdings and its subsidiaries. The
Company are under continuous examination by the Internal Revenue Service (the IRS) and other tax authorities in major
operating jurisdictions such as the United Kingdom and Japan and in various states in which the Company has significant
operations, such as New York. The Company regularly assesses the likelihood of additional assessments in each tax jurisdiction
and the impact on the Companys Consolidated Statement of Financial Condition. Tax reserves have been established, which
the Company believes to be adequate with regards to the potential for additional exposure. Once established, reserves are
adjusted only when additional information is obtained or an event requiring a change to the reserve occurs. Management
believes the resolution of these uncertain tax positions will not have a material impact on the financial condition of the
Company; however, resolution could have an impact on the Company effective tax rate in any reporting period. For a further
discussion of the Companys income tax liability, see Note 12, Income Taxes, to the Consolidated Statement of Financial
In the normal course of business, the Company has been named as a defendant in a number of lawsuits and other legal and
regulatory proceedings. 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 Companys activities as a broker
or dealer in securities and commodities and actions brought on behalf of various classes of claimants against many securities
firms, including the Company. The Company provides for potential losses that may arise out of legal and regulatory
proceedings to the extent such losses are probable and can be estimated. Although there can be no assurance as to the ultimate
outcome, the Company generally has denied, or believes it has a meritorious defense and will deny, liability in all significant
cases pending against it, and the Company intends to defend vigorously each such case. Based on information currently
available, the Company believes the amount, or range, of reasonably possible losses in excess of established reserves not to be
material to the Companys Consolidated Financial Condition.
The Company leased office space and equipment primarily in the United States. Certain leases on office space contain
escalation clauses providing for additional payments based on maintenance, utility and tax increases.
Minimum future rental commitments under non-cancelable operating leases (net of subleases of $64 million) are as
Minimum Future Rental Commitments Under Operating Lease Agreements
The Company allocates a portion of the costs associated with the above commitments to affiliates based on headcount.
Note 9 Holdings Incentive Plans
The Companys employees participate in Holdings various incentive plans. The Company records its allocated share of
Holdings share based compensation.
Holdings Share-Based Employee Incentive Plans
The total number of shares of Holdings common stock remaining available for future awards under these plans at May 31,
2008 was 79.3 million (not including shares that may be returned to the Stock Incentive Plan (the SIP) as described below,
but including an additional 0.3 million shares authorized for issuance under the Lehman Brothers Holdings Inc. 1994
Management Ownership Plan (the 1994 Plan) that have been reserved solely for issuance in respect of dividends on
outstanding awards under this plan). In connection with awards made under the share-based employee incentive plans,
Holdings is authorized to issue shares of common stock held in treasury or newly issued-shares.
1994 and 1996 Management Ownership Plans and Employee Incentive Plan. The 1994 Plan, the Lehman Brothers
Holdings Inc. 1996 Management Ownership Plan (the 1996 Plan) and the Lehman Brothers Holdings Inc. Employee
Incentive Plan (the EIP) all expired following the completion of their various terms. These plans provided for the
issuance of RSUs, performance stock units, stock options and other share-based awards to eligible employees. At May
31, 2008, awards with respect to 605.5 million shares of common stock have been made under these plans, of which
119.4 million are outstanding and 486.1 million have been converted to freely transferable shares of Holdings common
Stock Incentive Plan. The SIP has a 10-year term ending in May 2015, with provisions similar to the previous plans.
The SIP authorized the issuance of up to the total of (i) 145.0 million shares (20.0 million as originally authorized, plus
an additional 75.0 million authorized by the stockholders of Holdings at its 2007 Annual Meeting, plus an additional 50.0
million authorized on April 15, 2008), plus (ii) the 32.5 million shares authorized for issuance under the 1996 Plan and
the EIP that remained unawarded upon their expiration, plus (iii) any shares subject to repurchase or forfeiture rights
under the 1996 Plan, the EIP or the SIP that are reacquired by Holdings, or the award of which is canceled, terminates,
expires or for any other reason is not payable, plus (iv) any shares withheld or delivered pursuant to the terms of the SIP
in payment of any applicable exercise price or tax withholding obligation. Awards with respect to 104.3 million shares of
Holdings common stock have been made under the SIP as of May 31, 2008, 102.6 million of which are outstanding.
1999 Long-Term Incentive Plan. The 1999 Neuberger Berman Inc. Long-Term Incentive Plan (the LTIP) provides
for the grant of restricted stock, restricted units, incentive stock, incentive units, deferred shares, supplemental units and
stock options. The total number of shares of common stock that may be issued under the LTIP is 15.4 million. At May
31, 2008, awards with respect to approximately 13.6 million shares of Holdings common stock had been made under
the LTIP, of which 2.6 million were outstanding.
Employees and Directors may receive stock options from Holdings, in lieu of cash, as a portion of their total compensation.
Such options generally become exercisable over a one- to five-year period and generally expire five to ten years from the date
of grant, subject to accelerated expiration upon termination of employment.
Holdings uses the Black-Scholes option-pricing model to measure the grant date fair value of stock options granted to
employees. Stock options granted have exercise prices equal to the market price of Holdings common stock on the grant date.
The principal assumptions utilized in valuing options and Holdings methodology for estimating such model inputs include: (i)
risk-free interest rate - estimate is based on the yield of U.S. zero coupon securities with a maturity equal to the expected life of
the option; (ii) expected volatility - estimate is based on the historical volatility of Holdings common stock for the three years
preceding the award date, the implied volatility of market-traded options on Holdings common stock on the grant date and
other factors; and iii) expected option life - estimate is based on internal studies of historical and projected exercise behavior
based on different employee groups and specific option characteristics, including the effect of employee terminations. Based on
the results of the model, the weighted-average fair value of stock options granted by Holdings during the six months ended
May 31, 2008 was $18.17.
The weighted-average assumptions used during the six months ended May 31, 2008 were as follows:
Weighted Average Black-Scholes Assumptions
The valuation technique takes into account the specific terms and conditions of the stock options granted including vesting
period, termination provisions, intrinsic value and time dependent exercise behavior.
Note 10 Holdings Employee Benefit Plans
Holdings provides both funded and unfunded noncontributory defined benefit pension plans for the majority of its
employees worldwide. In addition, Holdings provides certain other postretirement benefits, primarily health care and life
insurance, to eligible employees. Holdings uses a November 30 measurement date for its plans. The Companys
employees participate in Holdings domestic pension plans. The following table provides a summary of the changes in
Holdings domestic plan benefit obligations, fair value of plan assets, and funded status in which the Companys
employees participate:
Actual return on plan assets, net of expenses
Funded (underfunded) status(1)
Unrecognized net actuarial loss/(gain) (1)
Unrecognized prior service cost/(benefit) (1)
Prepaid/(accrued) benefit cost(1)
Accumulated benefit obligationfunded plans
Accumulated benefit obligationunfunded plans
Weighted-Average Assumptions Used to Determine Benefit Obligations at November 30, 2007
In accordance with SFAS 158, the funded/(underfunded) status was recognized in Holdings Consolidated Statement of Financial Condition at
November 30, 2007 and Unrecognized net actuarial loss/(gain) and Unrecognized prior service cost/(benefit) was recognized in Holdings
Consolidated Statement of Stockholders Equity at November 30, 2007.
Establishing the expected rate of return on pension assets requires judgment. Holdings considers the following factors in
determining these assumptions:
The types of investment classes in which pension plan assets are invested and the expected compounded return
Holdings can reasonably expect the portfolio to earn over appropriate time periods. The expected return reflects
forward-looking economic assumptions.
The investment returns Holdings can reasonably expect from its active investment management program to achieve
in excess of the returns expected if investments were made strictly in indexed funds.
Holdings reviews the expected long-term rate of return annually and revises it as appropriate. Also, Holdings periodically
commissions detailed asset/liability studies to be performed by third-party professional investment advisors and
actuaries. These studies project stated future returns on plan assets. The studies performed in the past support the
reasonableness of Holdings assumptions based on the targeted allocation investment classes and market conditions at
the time the assumptions were established.
Pension plan assets are invested with the objective of meeting current and future benefit payment needs, while
minimizing future contributions.
Plan assets are invested with several investment managers. Assets are diversified among U.S. and international equity
securities, U.S. fixed income securities, real estate and cash. The plan employs a mix of active and passive investment
management programs. The strategic target of plan asset allocation is approximately 65% equities and 35% U.S. fixed
income. The investment sub-committee of Holdings pension committee reviews the asset allocation quarterly and, with
the approval of the pension committee, determines when and how to rebalance the portfolio. The plan does not have a
dedicated allocation to Holdings common stock, although the plan may hold a minimal investment in Holdings
common stock as a result of investment decisions made by various investment managers.
Weighted-average plan asset allocations at November 30, 2007 were as follows:
Fiscal 20132017
Assumed health care cost trend rates at November 30, 2007 were as follows:
A one-percentage-point change in assumed health care cost trend rates would be immaterial to Holdings' other postretirement plans.
Note 11 Regulatory Requirements
In the United States, LBI is a registered broker-dealer and futures commission merchant and accordingly, is subject to SEC
Rule 15c3-1 and Rule 1.17 of the Commodity Futures Trading Commission (CFTC). Under these rules, LBI is required to
maintain minimum net capital, as defined, of not less than the greater of 2% of aggregate debit items arising from client
transactions, 8% of customer risk maintenance margin requirements plus 4% of non-customer risk maintenance margin
requirements, or $500 million. As of May 31, 2008, LBI had net capital of approximately $3.8 billion, which exceeded the
alternative minimum net capital requirement by approximately $3.1 billion.
For regulatory purposes, Holdings and its subsidiaries are referred to collectively as a Consolidated Supervised Entity
(CSE). CSEs are supervised and examined by the SEC, which requires minimum capital standards on a consolidated
basis. LBI has elected to calculate its minimum net capital in accordance with Appendix E of the Net Capital Rule which
establishes alternative net capital requirements for broker-dealers which are a part of consolidated supervised entities.
Appendix E allows LBI to calculate net capital charges for market risk and derivatives-related credit risk based on
internal risk models provided that LBI holds tentative net capital in excess of $1 billion and net capital in excess of $500
million. Additionally, LBI is required to notify the SEC in the event that its tentative net capital is less than $5 billion. As
of May 31, 2008, LBI had tentative net capital in excess of both the minimum and notification requirements.
As a clearing broker-dealer, LBI has elected to compute a reserve requirement for Proprietary Accounts of Introducing
Broker-Dealers (PAIB calculation), as defined. The PAIB calculation is completed for each correspondent firm that
uses the Company as its clearing broker-dealer to classify its assets held by LBI as allowable assets in the correspondents
net capital calculation. At May 31, 2008, the Company had a reserve requirement for PAIB of $631 million. Additionally,
the Company had $493 million of qualified securities or cash on deposit in a Special Reserve Bank Account at May 31,
For the period ended May 31, 2008, LBI met the criteria set forth under the SEC's Rule 11(a)(1)(G)(i), Trading by
Members of Exchanges, Brokers and Dealers, and is therefore in compliance with the business mix requirements.
Repayment of subordinated indebtedness and certain advances and dividend payments by LBI are restricted by the
regulations of the SEC and other regulatory agencies. At May 31, 2008, $3.7 billion of the Companys net assets were
restricted as to the payment of dividends, principally as a result of regulations of the SEC and other regulatory agencies.
In addition, certain covenants governing LBIs indebtedness contractually limit its ability to pay dividends.
In addition, the Companys AAA rated derivatives subsidiaries, Lehman Brothers Financial Products Inc. (LBFP)
and Lehman Brothers Derivative Products Inc. (LBDP), have established certain capital and operating restrictions that
are reviewed by various rating agencies. At May 31, 2008, LBFP and LBDP each had capital that exceeded the
requirements of the rating agencies.
The Company adopted FIN 48 on December 1, 2007 and recognized a decrease to opening retained earnings of
approximately $106 million. Of this amount approximately $66 million was reflected as an increase to the liability for
unrecognized tax benefits and $40 million was reflected as an increase to the associated interest and penalty accrual.
The Companys income is included in the consolidated U.S. federal income tax return of Holdings and its subsidiaries.
The Companys income tax provision is computed in accordance with the tax sharing agreement between Holdings and
its subsidiaries. In accordance with this agreement, the balance due from Holdings at May 31, 2008 was $391 million.
Deferred income taxes are provided for the differences between the tax bases of assets and liabilities and their reported
amounts in the Consolidated Statement of Financial Condition. These temporary differences will result in future income
or deductions for income tax purposes and are measured using the enacted tax rates that will be in effect when such
items are expected to reverse. The Company provides for deferred income taxes on undistributed earnings of foreign
Net deferred tax assets are included in Other assets in the Consolidated Statement of Financial Condition. At May 31,
2008, deferred tax assets and liabilities consisted of the following:
Liabilities and other accruals not currently deductible
Unrealized investment activity
The Company anticipates the net deferred tax assets will be realized, therefore no valuation allowance has been recorded
The Company has approximately $186 million of federal net operating loss carryforwards, which are subject to separate
company limitations. These net operating loss carryforwards begin to expire between 2023 and 2027.
In accordance with the tax sharing agreement with Holdings, the Company was reimbursed $63 million for the period
ended May 31, 2008 for its net deferred tax assets. The net deferred tax assets transferred in at May 31, 2008 were
principally comprised of unrealized investment activity, liabilities and other accruals not currently deductible and
Holdings is under continuous examination by the IRS, and other tax authorities in major operating jurisdictions such as the
United Kingdom and Japan, and in various states in which the Company has significant operations, such as New York. While it
is reasonably possible that a significant change in the balance of unrecognized tax benefits may occur within twelve months of
this Mid-Year Report, quantification of an estimated range of the change cannot be made at this time due to the uncertainty of
the potential outcome of outstanding issues.
The IRS is currently undertaking an examination that covers Holdings tax years 2001 through 2005. While the examination is
ongoing, Holdings believes it is adequately reserved for any issues that may arise from this examination. The IRS previously
completed an examination for the tax years 1997 through 2000. Although most issues were settled on a basis acceptable to
Holdings, two issues remain unresolved and will carry into litigation with the IRS. Based on the strength of its positions,
Holdings has not reserved any part of these issues. The aggregate tax benefits previously recorded with regard to these two
issues is approximately $185 million. The two issues from the 1997 through 2000 cycle which the Company plans to litigate
also have an impact on the 2001 through 2005 tax years. The aggregate tax benefit previously recorded with regard to these two
issues for the 2001 through 2005 tax years is approximately $500 million.
In the normal course of business the Company engages in various securities trading, investment banking and financing
activities with Holdings and many of its subsidiaries (the Related Parties).
Amounts outstanding to and from related parties are reflected in the Consolidated Statement of Financial Condition as
Advances to/from Holdings
Advances to/from affiliates other than Holdings
Securities purchased/sold under agreements to resell/repurchase
Receivables from/Payables to brokers, dealers and clearing organizations
Receivables from/Payables to customers
Holdings and subsidiaries of Holdings raise money through short- and long-term funding in the capital markets, which is
used to fund the operations of certain of Holdings wholly-owned subsidiaries. Advances from Holdings are generally
payable on demand. The average interest rate charged on these advances is primarily based on Holdings average daily
cost of funds, which was 3.4% for the period ended May 31, 2008.
For the period ended May 31, 2008, Holdings contributed $453 million of capital to the Company. Additionally, no
dividends were distributed to Holdings during this period.
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