LEHMAN BROTHERS
January 12, 2006
Mr. Amit Pande
Assistant Chief Accountant
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Lehman Brothers Holdings Inc.
Commission File No. 001-09466
Form 10-K for the Fiscal Year Ended November 30, 2004
Forms 10-Q for the Quarters Ended February 28, 2005, May 31, 2005 and
August 31, 2005
Dear Mr. Pande:
The Company's responses below supersede those included in our letter dated
January 4, 2006. We have revised our response to comment number three only, to
reflect our telephone discussions with a member of the Securities and Exchange
Commission ("SEC" or "Commission") staff. The following responses are provided
in connection with your December 19, 2005 letter (the "Comment Letter")
regarding the SEC staff's review of Lehman Brothers Holdings Inc.'s (together
with its subsidiaries, the "Company," "we," or "our") Annual Report on Form 10-K
for the year ended November 30, 2004 and Forms 10-Q for the quarterly periods
ended February 28, 2005, May 31, 2005 and August 31, 2005 (together the
"Filings"). Included below are the Company's responses to the questions raised
in the Comment Letter. Numbered paragraphs below correspond to the numbered
paragraphs in the Comment Letter. In responding to the Comment Letter we
acknowledge that:
o The Company is responsible for the adequacy and accuracy of the
disclosure in the Filings;
o Staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with respect to the Filings; and
o The Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Mr. Amit Pande Page 2
Securities and Exchange Commission
Form 10-K for the Fiscal Year Ended November 30, 2004
Notes to Consolidated Financial Statements
Note 11. Commitments and Contingencies - Litigation, page 110
1. We note your response to comment 5 of our letter dated November 18, 2005.
Please revise future filings to disclose an estimate of your exposure to
loss that is reasonably possible and in excess of the amount accrued. See
paragraph 10 of SFAS5.
In future filings, the Company will disclose the amount, or range, of
reasonably possible losses to the extent such losses are estimable and
material to the Company's financial condition. In instances in which the
Company deems the amount, or range, of reasonably possible losses not to be
material, the Company will so state. Additionally, in those instances in
which the Company is unable to estimate the amount, or range, of reasonably
possible losses for any significant litigation matter, the Company will so
state.
Note 16. Incentive Plans - Restricted Stock Units, page 116
2. We note your response to comment 7 of our letter dated November 18, 2005.
Please tell us and revise future filings to disclose whether the selling
restrictions, which resulted in the recognition of a discount from market
value in determining the fair value of restricted stock unit (RSU) awards
granted in 2004, existed for RSU awards granted prior to 2004.
The selling restrictions contained in the 2004 RSU grants also existed,
under the same terms, for RSU awards granted in the prior year. In future
filings the Company will clarify that RSU grants in each of the years
presented contain selling restrictions subsequent to the vesting date.
3. In the event the selling restrictions existed for RSU awards granted prior
to 2004, please tell us and revise future filings to clarify:
o Whether you recognized a similar discount in presenting your pro
forma net income and earnings per share information in the table
on page 90; and
o How the adoption of SFAS 123 resulted in this change in
measurement.
When measuring the fair value of RSUs awarded prior to 2004 for purposes of
the SFAS 123 pro forma disclosure in Note 1, the Company did not
incorporate a pro forma income statement benefit for discounts associated
with RSU selling restrictions subsequent to the vesting date. Such
discounts associated with RSU awards granted prior to 2004 were not
considered to be material to the pro forma earnings disclosures presented
(less than $0.10 per share impact to pro forma diluted earnings per share
for both 2004 and 2003), and therefore the Company does not intend to
revise the calculations of these disclosures.
Mr. Amit Pande Page 3
Securities and Exchange Commission
In future filings the Company's discussion of its adoption of SFAS 123 will
include disclosures substantially as follows:
The Company's adoption of SFAS 123 on a prospective basis in 2004
resulted in a change in measurement for employee stock awards.
Beginning in 2004, RSU awards granted are accounted for at fair value
in accordance with SFAS 123, under which the measurement of fair
value includes a discount from the market value of unrestricted
common stock on the RSU grant date for selling restrictions
subsequent to the vesting date. RSUs granted prior to 2004 continue
to be accounted for in accordance with APB 25 utilizing the intrinsic
value method of recognizing compensation, such that a discount is not
recognized for selling restrictions subsequent to the vesting date.
Please feel free to call me at (212) 526-9295 if you wish to discuss any of our
responses to the Comment Letter, or to answer any other questions you may have.
Sincerely,
/s/Christopher M. O'Meara
Christopher M. O'Meara
Chief Financial Officer
Lehman Brothers Holdings Inc.