Filed Pursuant to Rule 433
Registration No.: 333-134553
Amended Final Note Terms
15YR NC 1YR CMS Spread Range Accrual
Lehman Brothers Holdings Inc. has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for this offering. Before you invest, you should read the prospectus dated May 30, 2006, the prospectus supplement dated May 30, 2006 for its Medium Term Notes, Series I, and other documents Lehman Brothers Holdings Inc. has filed with the SEC for more complete information about Lehman Brothers Holdings Inc. and this offering. Buyers should rely upon the prospectus, prospectus supplement and any relevant free writing prospectus for complete details. You may get these documents and other documents Lehman Brothers Holdings Inc. has filed for free by searching the SEC online database (EDGAR®) at www.sec.gov with “Lehman Brothers Holdings Inc.” as a search term. You may also access the prospectus and Series I MTN prospectus supplement on the SEC web site as follows:
Series I MTN prospectus supplement dated May 30, 2006:
http://www.sec.gov/Archives/edgar/data/806085/000104746906007785/a2170815z424b2.htm
Prospectus dated May 30, 2006:
http://www.sec.gov/Archives/edgar/data/806085/000104746906007771/a2165526zs-3asr.htm
Alternatively, Lehman Brothers Inc. will arrange to send you the prospectus, Series I MTN prospectus supplement and final pricing supplement (when completed) if you request it by calling your Lehman Brothers sales representative or 1-888-603-5847.
Issuer: |
| Lehman Brothers Holdings Inc. |
Ratings: |
| (A1, A+, AA–)(1) |
Principal Amount: |
| US$ 3,000,000 |
CUSIP: |
| 5252M0DV6 |
Trade Date: |
| February 14, 2008 |
Issue Date: |
| March 3, 2008 |
Maturity Date: |
| March 3, 2023, subject to Issuer’s Call Option. |
Issue Price: |
| Variable Price Re-offer |
Redemption Price: |
| 100.0% |
Interest Rate: |
| 10.25% x Interest Accrual Factor, subject to a minimum Interest Rate of 0.00% |
Interest Period: |
| Quarterly from and including each Interest Payment Date (or the Issue Date, in the case of the first Interest Period) to but excluding the next succeeding Interest Payment Date (or the Maturity Date, in the case of the final Interest Period) |
(1) Lehman Brothers Holdings Inc. is rated A+ by Standard & Poor’s, A1 by Moody’s and AA– by Fitch. A credit rating reflects the creditworthiness of Lehman Brothers Holdings Inc. and is not a recommendation to buy, sell or hold securities, and it may be subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating.
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Calculation Agent: |
| Lehman Brothers Special Financing Inc. |
Underwriter: |
| Lehman Brothers Inc. |
Denomination: |
| US$1,000/1,000 |
Fees: |
| Lehman Brothers Inc. has agreed to purchase the notes from us at 100% of the principal amount minus a commission equal to $35.00 per $1,000 principal amount, or 3.50%. Lehman Brothers Inc. proposes to offer the notes from time to time for sale in negotiated transactions, or otherwise, at varying prices to be determined at the time of each sale. Lehman Brothers Inc. may also use all or a portion of its commissions on the notes to pay selling concessions or fees to other dealers. |
| The price at which Lehman Brothers Holdings Inc. has agreed to sell the notes to Lehman Brothers Inc. includes Lehman Brothers Holdings Inc.’s cost of hedging its obligations under the notes through one or more of its affiliates, which includes such affiliates expected cost of providing such hedge as well as the profit the such affiliates expect to realize in consideration for assuming the risks inherent in providing such hedge. Lehman Brothers Inc. and/or an affiliate may earn additional income as a result of payments pursuant to any hedges. |
Risk Factors
An investment in the notes entails certain risks not associated with an investment in conventional floating rate or fixed rate medium-term notes. See “Risk Factors” generally in the Series I MTN prospectus supplement.
U.S. Federal Income Tax Treatment
Lehman Brothers Holdings Inc. intends to treat the notes as variable rate debt instruments, as described under “Supplemental United States Federal Income Tax Consequences—Variable Rate Debt Instruments” in the Series I MTN prospectus supplement.
Historical Levels of the 30yr CMS Rate and 10yr CMS Rate
The following shows for illustrative purposes the 30yr CMS Rate and the 10yr CMS Rate in effect on the Trade Date and the hypothetical historical Interest Payment Dates listed below; the Interest Rate payable on any Interest Payment Date for the notes, however, will be determined based on the 30yr CMS Rate and the 10yr CMS Rate in effect on each day during the related Interest Period. The historical experience of the 30yr CMS Rate and 10yr CMS Rate should not be taken as an indication of the future performance of the 30yr CMS Rate and 10yr CMS Rate during the term of the notes. Fluctuations in the level of the 30yr CMS Rate and 10yr CMS Rate make the notes’ effective interest rate difficult to predict and can result in effective interest rates to investors that are lower than anticipated. In addition, historical interest rates are not necessarily indicative of future interest rates. Fluctuations in interest rates and interest rate trends that have occurred in the past are not necessarily indicative of fluctuations that may occur in the future, which may be wider or narrower than those that have occurred historically.
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|
| 30yr CMS Rate (in %) |
| 10yr CMS Rate (in %) |
| SPREAD REF: 30yr CMS Rate – 10yr CMS Rate |
|
2/14/2008 |
| 5.115 |
| 4.517 |
| 0.598 |
|
12/3/2007 |
| 4.917 |
| 4.566 |
| 0.351 |
|
8/31/2007 |
| 5.462 |
| 5.24 |
| 0.222 |
|
6/1/2007 |
| 5.673 |
| 5.531 |
| 0.142 |
|
3/2/2007 |
| 5.234 |
| 5.08 |
| 0.154 |
|
12/1/2006 |
| 5.035 |
| 4.892 |
| 0.143 |
|
9/1/2006 |
| 5.4 |
| 5.281 |
| 0.119 |
|
6/2/2006 |
| 5.68 |
| 5.544 |
| 0.136 |
|
3/3/2006 |
| 5.256 |
| 5.23 |
| 0.026 |
|
12/2/2005 |
| 5.268 |
| 5.084 |
| 0.184 |
|
9/2/2005 |
| 4.75 |
| 4.473 |
| 0.277 |
|
6/3/2005 |
| 4.717 |
| 4.39 |
| 0.327 |
|
3/3/2005 |
| 5.196 |
| 4.805 |
| 0.391 |
|
12/3/2004 |
| 5.319 |
| 4.681 |
| 0.638 |
|
9/3/2004 |
| 5.434 |
| 4.766 |
| 0.668 |
|
6/3/2004 |
| 5.798 |
| 5.202 |
| 0.596 |
|
3/3/2004 |
| 5.24 |
| 4.462 |
| 0.778 |
|
12/3/2003 |
| 5.496 |
| 4.815 |
| 0.681 |
|
9/3/2003 |
| 5.773 |
| 5.114 |
| 0.659 |
|
6/3/2003 |
| 4.65 |
| 3.69 |
| 0.96 |
|
3/3/2003 |
| 4.994 |
| 4.089 |
| 0.905 |
|
12/3/2002 |
| 5.45 |
| 4.686 |
| 0.764 |
|
9/3/2002 |
| 5.232 |
| 4.517 |
| 0.715 |
|
6/3/2002 |
| 6.111 |
| 5.551 |
| 0.56 |
|
3/1/2002 |
| 6.096 |
| 5.648 |
| 0.448 |
|
12/3/2001 |
| 5.948 |
| 5.425 |
| 0.523 |
|
8/31/2001 |
| 6.023 |
| 5.653 |
| 0.37 |
|
6/1/2001 |
| 6.449 |
| 6.151 |
| 0.298 |
|
3/2/2001 |
| 6.172 |
| 5.857 |
| 0.315 |
|
12/1/2000 |
| 6.743 |
| 6.66 |
| 0.083 |
|
9/1/2000 |
| 6.957 |
| 6.93 |
| 0.027 |
|
6/2/2000 |
| 7.395 |
| 7.408 |
| -0.013 |
|
3/3/2000 |
| 7.279 |
| 7.362 |
| -0.083 |
|
12/3/1999 |
| 7.144 |
| 6.97 |
| 0.174 |
|
9/3/1999 |
| 7.148 |
| 6.962 |
| 0.186 |
|
6/3/1999 |
| 6.641 |
| 6.587 |
| 0.054 |
|
3/3/1999 |
| 6.328 |
| 6.132 |
| 0.196 |
|
12/3/1998 |
| 5.704 |
| 5.423 |
| 0.281 |
|
9/3/1998 |
| 6.03 |
| 5.793 |
| 0.237 |
|
6/3/1998 |
| 6.2 |
| 6.09 |
| 0.11 |
|
3/3/1998 |
| 6.445 |
| 6.237 |
| 0.208 |
|
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