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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
(Mark one)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended February 28, 2003
For the quarterly period ended May 31, 2003
or
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission file number 1-6817

Lehman Brothers Inc.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		13-2518466 (I.R.S. Employer Identification No.)
745 Seventh Avenue New York, New York (Address of principal executive offices)		10019 (Zip Code)
(212) 526-7000 (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS H(1)(a) AND (b) OF FORM 10-Q AND THEREFORE IS FILING THIS FORM WITH THE REDUCED DISCLOSURE PERMITTED THEREBY.

As of ~~April~~July 1415, 2003, 1,006 shares of the Registrant's Common Stock, par value $0.10 per share, were outstanding.

LEHMAN BROTHERS INC. and SUBSIDIARIES FORM 10-Q FOR THE QUARTER ENDED ~~FEBRUARY~~MAY 2831, 2003 CONTENTS

CONTENTS

				Page Number
Available Information				3
Part I.	FINANCIAL INFORMATION
	Item 1.	Financial Statements—(unaudited)
			Consolidated Statement of Income— Three and Six Months Ended May 31, 2003 and May 31, 2002	4
			Consolidated Statement of Financial Condition— May 31, 2003 and November 30, 2002	6
			Consolidated Statement of Cash Flows— Six Months Ended May 31, 2003 and May 31, 2002	8
			Notes to Consolidated Financial Statements	9
	Item 2.	Management's Analysis of Results of Operations		21
	Item 4.	Controls and Procedures		38
Part II.	OTHER INFORMATION
	Item 1.	Legal Proceedings		39
	Item 6.	Exhibits and Reports on Form 8-K		43
Signature				45
Certifications				46
Exhibit Index				48
Exhibits

			Page Number
Available Information			2
Part I.	FINANCIAL INFORMATION
	Item 1.	Financial Statements—(unaudited)
		Consolidated Statement of Income— Three Months Ended February 28, 2003 and February 28, 2002	3
		Consolidated Statement of Financial Condition— February 28, 2003 and November 30, 2002	4
		Consolidated Statement of Cash Flows— Three Months Ended February 28, 2003 and February 28, 2002	6
		Notes to Consolidated Financial Statements	7
	Item 2.	Management's Analysis of Results of Operations	19
	Item 4.	Controls and Procedures	31
Part II.	OTHER INFORMATION
	Item 1.	Legal Proceedings	32
	Item 6.	Exhibits and Reports on Form 8-K	34
Signature			36
Certifications			38
Exhibit Index			40
Exhibits

[THIS PAGE INTENTIONALLY LEFT BLANK]

AVAILABLE INFORMATION

Lehman Brothers Inc. ("LBI") files annual, quarterly and current reports and other information with the Securities and Exchange Commission ("SEC"). You may read and copy any document LBI files with the SEC at the SEC's Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains annual, quarterly and current reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. LBI's electronic SEC filings are available to the public at http://www.sec.gov.

LBI's public internet site is http://www.lehman.com. LBI makes available free of charge through its internet site, via a link to the SEC's internet site at http://www.sec.gov, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after it electronically files such material with, or furnishes it to, the SEC.

In addition, LBI currently makes available on http://www.lehman.com its most recent annual report on Form 10-K and its quarterly reports on Form 10-Q for the current fiscal year, although in some cases these documents are not available on that site as soon as they are available on the SEC's site. You will need to have on your computer the Adobe® Acrobat® Reader® software to view these documents, which are in the .PDF format. If you do not have Adobe Acrobat, a link to Adobe Systems Incorporated's internet site, from which you can download the software, is provided.

LEHMAN BROTHERS INC. and SUBSIDIARIES
PART I—FINANCIAL INFORMATION

ITEM 1 Financial Statements

LEHMAN BROTHERS INC. and SUBSIDIARIES CONSOLIDATED STATEMENT of INCOME (Unaudited) (In millions)

			Three months ended
			May 31 2003		May 31 2002
Revenues
	Principal transactions		$	740	$	206
	Investment banking			346		344
	Commissions			248		272
	Interest and dividends			2,012		2,360
	Other			8		10

		Total revenues		3,354		3,192
Interest expense				1,764		2,150

		Net revenues		1,590		1,042

Non-interest expenses
	Compensation and benefits			802		531
	Brokerage and clearance fees			64		60
	Technology and communications			60		51
	Occupancy			39		60
	Business development			23		28
	Professional fees			21		18
	Management fees, net			22		18
	Other			15		7
	Real estate reconfiguration			31		—

		Total non-interest expenses		1,077		773

Income before taxes				513		269
	Provision for income taxes			170		71

Net income			$	343	$	198

			Three months ended
			February 28 2003		February 28 2002
Revenues
	Principal transactions		$	296	$	500
	Investment banking			277		389
	Commissions			209		231
	Interest and dividends			1,950		2,274
	Other			8		8
		Total revenues		2,740		3,402
Interest expense				1,751		2,055
		Net revenues		989		1,347
Non-interest expenses
	Compensation and benefits			504		687
	Brokerage and clearance			64		59
	Technology and communications			60		38
	Occupancy			46		33
	Business development			20		21
	Professional fees			17		11
	Management fees, net			16		(7	)
	Other			17		18
		Total non-interest expenses		744		860
Income before taxes				245		487
	Provision for income taxes			56		151
		Net income	$	189	$	336

See notes to consolidated financial statements.

LEHMAN BROTHERS INC. and SUBSIDIARIES CONSOLIDATED STATEMENT of FINANCIAL CONDITION (unaudited) (In millions)

		February 28 2003		November 30 2002
ASSETS
Cash and cash equivalents		$	293	$	369
Cash and securities segregated and on deposit for regulatory and other purposes			1,797		1,896
Securities and other financial instruments owned (includes $25,850 at February 28, 2003 and $22,407 at November 30, 2002 pledged as collateral)			68,121		70,881
Collateralized agreements:
	Securities purchased under agreements to resell		91,552		75,769
	Securities borrowed		30,515		25,380
Receivables:
	Brokers, dealers and clearing organizations		7,963		5,783
	Customers		4,387		5,146
	Receivables from affiliates		12,363		9,884
	Others		275		378
Property, equipment and leasehold improvements (net of accumulated depreciation and amortization of $140 in 2003 and $129 in 2002)			133		138
Other assets			454		443
Excess of cost over fair value of net assets acquired (net of accumulated amortization of $135 in 2003 and $134 in 2002)			151		152
	Total assets	$	218,004	$	196,219

See notes to consolidated financial statements.

			February 28 2003		November 30 2002
LIABILITIES AND STOCKHOLDER'S EQUITY
Short-term debt			$	266	$	123
Securities and other financial instruments sold but not yet purchased				46,718		50,352
Collateralized financing:
	Securities sold under agreements to repurchase			86,520		83,343
	Securities loaned			27,470		23,682
	Other secured borrowings			1,316		1,666
Advances from Holdings and other affiliates				30,228		13,153
Payables:
	Brokers, dealers and clearing organizations			5,032		3,473
	Customers			6,430		6,474
Accrued liabilities and other payables				2,478		2,811
Long-term debt:
	Senior notes			3,511		3,511
	Subordinated indebtedness			4,644		4,479
		Total liabilities		214,613		193,067
Commitments and contingencies
STOCKHOLDER'S EQUITY
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
Additional paid-in capital				1,788		1,738
Accumulated other comprehensive income (net of tax)				3		3
Retained earnings				1,600		1,411
		Total stockholder's equity		3,391		3,152
		Total liabilities and stockholder's equity	$	218,004	$	196,219

LEHMAN BROTHERS INC. and SUBSIDIARIES
CONSOLIDATED STATEMENT of INCOME
(Unaudited)
(In millions)

			Six months ended
			May 31 2003		May 31 2002
Revenues
	Principal transactions		$	1,040	$	734
	Investment banking			623		733
	Commissions			457		503
	Interest and dividends			3,961		4,634
	Other			16		18

		Total revenues		6,097		6,622
Interest expense				3,514		4,205

		Net revenues		2,583		2,417

Non-interest expenses
	Compensation and benefits			1,306		1,218
	Brokerage and clearance fees			127		119
	Technology and communications			120		89
	Occupancy			85		94
	Business development			44		48
	Professional fees			38		29
	Management fees, net			48		40
	Other			26		24
	Real estate reconfiguration			31		—

		Total non-interest expenses		1,825		1,661

Income before taxes				758		756
	Provision for income taxes			227		222

Net income			$	531	$	534

See notes to consolidated financial statements.

LEHMAN BROTHERS INC. and SUBSIDIARIES CONSOLIDATED STATEMENT of ~~CASH~~FINANCIAL ~~FLOWS~~CONDITION (~~unaudited~~Unaudited) (In millions)

			Three Months Ended
			May 31 2003			November 30 2002
			February 28 2003			February 28 2002
ASSETS
CASH FLOWS FROM OPERATING ACTIVITIES
Cash and cash equivalents			$	295		$	369
Net income			$	189		$	336
Cash and securities segregated and on deposit for regulatory and other purposes				1,882			1,896
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Securities and other financial instruments owned (includes $28,438 at May 31, 2003 and $22,407 at November 30, 2002 pledged as collateral)				80,624			70,881
	Depreciation and amortization			19			12
Collateralized agreements:
	Other adjustments			11			5
	Securities purchased under agreements to resell			87,393			75,769
Net change in:
	Securities borrowed			35,762			25,380
	Cash and securities segregated and on deposit			99			(62	)
Receivables:
	Securities and other financial instruments owned			2,799			(5,430	)
	Brokers, dealers and clearing organizations			8,608			5,783
	Securities borrowed			(5,135	)		(3,475	)
	Customers			7,902			5,146
	Other secured borrowings			(350	)		(675	)
	Receivables from affiliates			11,017			9,884
	Receivables from brokers, dealers and clearing organizations			(2,180	)		(113	)
	Others			99			378
	Receivables from customers			759			2,232
Property, equipment and leasehold improvements (net of accumulated depreciation and amortization of $149 in 2003 and $129 in 2002)				130			138
	Securities and other financial instruments sold but not yet purchased			(3,634	)		12,040
Other assets				462			443
	Securities loaned			3,788			1,407
Excess of cost over fair value of net assets acquired (net of accumulated amortization of $135 in 2003 and $134 in 2002)				150			152
	Payables to brokers, dealers and clearing organizations			1,559			1,435
		Total assets	$	234,324		$	196,219
	Payables to customers			(44	)		(1,853	)
	Accrued liabilities and other payables			(347	)		(573	)
	Other operating assets and liabilities, net			136			(777	)
		Net cash provided by (used in) operating activities		(2,331	)		4,509
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of senior notes				—			1,745
Proceeds from issuance of subordinated indebtedness				126			—
Net proceeds from (payments for) short-term debt				143			(407	)
Resale agreements net of repurchase agreements				(12,606	)		(1,700	)
Advances due to affiliates net of affiliate receivables				14,596			(4,404	)
Dividends paid or accrued				—			(4	)
		Net cash provided by (used in) financing activities		2,259			(4,770	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, equipment and leasehold improvements, net				(4	)		(5	)
		Net cash used in investment activities		(4	)		(5	)
		Net change in cash and cash equivalents		(76	)		(266	)
Cash and cash equivalents, beginning of period				369			648
	Cash and cash equivalents, end of period		$	293		$	382

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION (in millions) Interest paid totaled $1,724 and $2,070 for the three months ended February 28, 2003 and February 28, 2002, respectively. Income taxes paid totaled $23 and $15 for the three months ended February 28, 2003 and February 28, 2002, respectively.

See notes to consolidated financial statements.

LEHMAN BROTHERS INC. and SUBSIDIARIES
CONSOLIDATED STATEMENT of FINANCIAL CONDITION—(Continued)
(Unaudited)
(In millions, except share data)

			May 31 2003		November 30 2002
LIABILITIES AND STOCKHOLDER'S EQUITY
Short-term debt			$	125	$	123
Securities and other financial instruments sold but not yet purchased				53,741		50,352
Collateralized financing:
	Securities sold under agreements to repurchase			101,855		83,343
	Securities loaned			32,652		23,682
	Other secured borrowings			—		1,666
Advances from Holdings and other affiliates				14,056		13,153
Payables:
	Brokers, dealers and clearing organizations			8,152		3,473
	Customers			8,882		6,474
Accrued liabilities and other payables				3,224		2,811
Long-term debt:
	Senior notes			3,511		3,511
	Subordinated indebtedness			4,393		4,479

		Total liabilities		230,591		193,067

Commitments and contingencies
STOCKHOLDER'S EQUITY
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				—		—
Additional paid-in capital				1,788		1,738
Accumulated other comprehensive income (net of tax)				3		3
Retained earnings				1,942		1,411

		Total stockholder's equity		3,733		3,152

		Total liabilities and stockholder's equity	$	234,324	$	196,219

See notes to consolidated financial statements.

LEHMAN BROTHERS INC. and SUBSIDIARIES
CONSOLIDATED STATEMENT of CASH FLOWS
(Unaudited)
(In millions)

			Six Months Ended
			May 31 2003			May 31 2002
CASH FLOWS FROM OPERATING ACTIVITIES
Net income			$	531		$	534
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
	Depreciation and amortization			34			29
	Real estate reconfiguration charge			31			—
	Other adjustments			18			11
Net change in:
	Cash and securities segregated and on deposit			14			1,621
	Securities and other financial instruments owned			(9,685	)		(4,414	)
	Securities borrowed			(10,382	)		(8,085	)
	Other secured borrowings			(1,666	)		(675	)
	Receivables from brokers, dealers and clearing organizations			(2,825	)		988
	Receivables from customers			(2,756	)		3,762
	Securities and other financial instruments sold but not yet purchased			3,389			9,486
	Securities loaned			8,970			3,888
	Payables to brokers, dealers and clearing organizations			4,679			112
	Payables to customers			2,408			(2,301	)
	Accrued liabilities and other payables			364			(352	)
	Other operating assets and liabilities, net			246			(1,045	)

		Net cash provided by (used in) operating activities		(6,630	)		3,559

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of senior notes				—			1,745
Proceeds from issuance of subordinated indebtedness				131			—
Principal payments of subordinated indebtedness				(275	)		(255	)
Net proceeds from (payments for) short-term debt				2			(894	)
Resale agreements net of repurchase agreements				6,888			886
Decrease in advances from Holdings and other affiliates				(230	)		(5,426	)
Capital contribution from Holdings				50			—
Dividends paid or accrued				—			(4	)

		Net cash provided by (used in) financing activities		6,566			(3,948	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, equipment and leasehold improvements, net				(10	)		(13	)

		Net cash used in investing activities		(10	)		(13	)

		Net change in cash and cash equivalents		(74	)		(402	)

Cash and cash equivalents, beginning of period				369			648

	Cash and cash equivalents, end of period		$	295		$	246

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION (in millions)

Interest paid totaled $3,543 and $4,212 for the six months ended May 31, 2003 and May 31, 2002, respectively.
Income taxes paid totaled $69 and $204 for the six months ended May 31, 2003 and May 31, 2002, respectively.

See notes to consolidated financial statements.

LEHMAN BROTHERS INC. and SUBSIDIARIES

NOTES to CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation:

The consolidated financial statements include the accounts of Lehman Brothers Inc., a registered broker-dealer ("LBI") and subsidiaries (collectively, the "Company"). LBI is a wholly-owned subsidiary of Lehman Brothers Holdings Inc. ("Holdings"). (Holdings and its subsidiaries are collectively referred to as "Lehman Brothers".) The Company is one of the leading global investment banks serving institutional, corporate, government and high-net-worth individual clients and customers. The Company's worldwide headquarters in New York are complemented by offices in additional locations in North America, Europe, the Middle East, Latin America and the Asia Pacific Region. The Company is engaged primarily in providing financial services. All material intercompany accounts and transactions have been eliminated in consolidation. The Company's financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC") with respect to the Form 10-Q and reflect all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. Pursuant to such rules and regulations, certain footnote disclosures which are normally required under generally accepted accounting principles have been omitted. These consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto (the "2002 Consolidated Financial Statements") included in LBI's Annual Report on Form 10-K for the twelve months ended November 30, 2002 (the "Form 10-K"). The Consolidated Statement of Financial Condition at November 30, 2002 was derived from the audited financial statements.

The nature of the Company's business is such that the results of any interim period may vary significantly from quarter to quarter and may not be indicative of the results to be expected for the fiscal year. Certain prior period amounts reflect reclassifications to conform to the current period's presentation.

2. ~~Capital~~Real ~~Requirements~~Estate Reconfiguration Charge:

AsThe aCompany's ~~registered~~second ~~broker-dealer,~~quarter ~~LBI~~results isinclude ~~subject~~a ~~to SEC Rule~~$31 ~~15c3-1,~~million ~~the~~real ~~Net~~estate ~~Capital~~charge ~~Rule,~~($17 million ~~which~~after ~~requires~~tax). ~~LBI~~The tocharge ~~maintain~~represents ~~net~~an ~~capital~~adjustment of ~~not less~~the ~~than~~real ~~the~~estate ~~greater~~charge oftaken 2%in ofthe ~~aggregate~~fourth ~~debit~~quarter ~~items~~of ~~arising~~2002 ~~from~~and ~~customer~~reflects ~~transactions,~~the asfurther ~~defined,~~deterioration orin 4%the ofsublease ~~funds~~market ~~required to be segregated~~ for ~~customers'~~properties ~~regulated~~in ~~commodity~~New ~~accounts,~~York assince ~~defined. At February 28, 2003, LBI's regulatory net capital, as defined, of $1,710 million exceeded~~ the ~~minimum~~fourth ~~requirement by $1,587 million~~quarter.

~~As a clearing broker-dealer, the Company has elected to compute a reserve requirement for Proprietary Accounts of Introducing Broker-Dealer ("PAIB calculation")~~3. Capital The PAIB calculation is completed in order for each correspondent firm that uses the Company as its clearing broker-dealer to classify its assets held by the Company as allowable assets in the correspondent's net capital calculation. At February 28, 2003, the Company had a reserve requirement for PAIB of $5 million. Additionally, the Company had $55 million of qualified securities or cash on deposit in a Special Reserve Bank Account as of February 28, 2003. Requirements:

~~The Company's~~As ~~"AAA"~~a ~~rated~~registered ~~derivatives subsidiaries~~broker-dealer, ~~Lehman~~LBI ~~Brothers~~is ~~Financial~~subject ~~Products~~to SEC Rule ~~Inc.~~15c3-1, ~~("LBFP")~~the ~~and~~Net ~~Lehman~~Capital ~~Brothers~~Rule, ~~Derivative~~which ~~Products Inc.~~requires ~~("LBDP"),~~LBI ~~have~~to ~~established certain~~maintain net capital ~~and~~of ~~operating~~not ~~restrictions~~less than ~~which~~the ~~are~~greater ~~reviewed~~of by2% ~~various~~of ~~rating~~aggregate ~~agencies~~debit items arising from customer transactions, as defined, or 4% of funds required to be segregated for customers' regulated commodity accounts, as defined. At ~~February~~ May 2831, 2003, ~~LBFP~~LBI's ~~and~~regulatory ~~LBDP~~net ~~each~~capital, ~~had~~as ~~capital~~defined, ~~which~~of $1,675 million exceeded the ~~requirements~~minimum ofrequirement ~~the~~by ~~rating agencies~~$1,432 million.

As a clearing broker-dealer, the Company has elected to compute a reserve requirement for Proprietary Accounts of Introducing Broker-Dealers ("PAIB calculation"). The PAIB calculation is completed in order for each correspondent firm that uses the Company as its clearing broker-dealer to classify its assets held by the Company as allowable assets in the correspondent's net capital calculation. At May 31, 2003, the Company had a reserve requirement for PAIB of $7.9 million. Additionally, the Company had $58 million of qualified securities or cash on deposit in a Special Reserve Bank Account as of May 31, 2003.

The Company's "AAA" rated derivatives subsidiaries, Lehman Brothers Financial Products Inc. ("LBFP") and Lehman Brothers Derivative Products Inc. ("LBDP"), have established certain capital and operating restrictions which are reviewed by various rating agencies. At May 31, 2003, LBFP and LBDP each had capital which exceeded the requirements of the rating agencies.

Repayment of subordinated indebtedness and certain advances and dividend payments by LBI are restricted by the regulations of the SEC and other regulatory agencies. In addition, certain covenants governing the indebtedness of LBI contractually limit its ability to pay dividends.

74. Derivative Financial Instruments:

3 In the normal course of business, the Company enters into derivative transactions both in a trading capacity and as an end-user. ~~Derivative~~ The Company's derivative activities (both trading and end-user) are recorded at fair value on the Consolidated Statement of Financial ~~Instruments:~~ Condition. As an end user, the Company utilizes derivatives to modify the market risk exposures of certain assets and liabilities. In this regard, the Company primarily enters into fair value hedges utilizing interest rate swaps to convert a substantial portion of the Company's fixed rate long-term debt and certain term fixed rate secured financing activities to a floating interest rate. The ineffective portion of the fair value hedges was included in Interest expense on the Consolidated Statement of Income and was immaterial for the three and six months ended May 31, 2003 and 2002.

In the normal course of business, the Company enters into derivative transactions both in a trading capacity and as an end-user. The Company's derivative activities (both trading and end-user) are recorded at fair value on the Company's Consolidated Statement of Financial Condition. As an end user, the Company utilizes derivatives to modify the market risk exposures of certain assets and liabilities. In this regard, the Company primarily enters into fair value hedges utilizing interest rate swaps to convert a substantial portion of the Company's fixed rate long-term debt and certain term fixed rate secured financing activities to a floating interest rate. The ineffective portion of the fair value hedges was included in "Interest expense" on the Consolidated Statement of Income and were immaterial for the three months ended February 28, 2003 and 2002.

Market or fair value is generally determined by either quoted market prices (for exchange-traded futures and options) or pricing models (for swaps, forwards and options). Pricing models utilize a series of market inputs to determine the present value of future cash flows, with adjustments, as required for credit risk and liquidity risk. Further valuation adjustments may be recorded, as deemed appropriate, for new or complex products or for positions with significant concentrations. These adjustments are integral components of the mark-to-market process. Credit-related valuation adjustments represent estimates of expected losses which incorporate business and economic conditions, historical experience, concentrations, and the character, quality and performance of credit sensitive financial instruments.

Unrealized gains and losses on derivative contracts are recorded on a net basis inon the Consolidated Statement of Financial Condition for those transactions with counterparties executed under a legally enforceable master netting agreement and are netted across products when such provisions are stated in the master netting agreement. Listed in the following table is the fair value of the Company's trading-related derivative activities. Assets and liabilities represent net unrealized gains (amounts receivable from counterparties) and net unrealized losses (amounts payable to counterparties), respectively.

		Fair Value* February 28, 2003				Fair Value* November 30, 2002
		Assets		Liabilities		Assets		Liabilities
		(in millions)
Interest rate, currency and credit default swaps and options (including caps, collars and floors)		$	9,884	$	8,572	$	7,594	$	6,832
Foreign exchange forward contracts and options			571		473		368		391
Other fixed income securities contracts (including futures contracts, options and TBAs)			412		812		247		214
Equity contracts (including equity swaps, warrants and options)			276		644		537		627
	Total	$	11,143	$	10,501	$	8,746	$	8,064

Assets included in the table above represent the Company's net receivable/payable for derivative financial instruments before consideration of collateral. Included within the $11,143 million fair value of assets at February 28, 2003 was $10,871 million related to swaps and other over-the-counter ("OTC") contracts and $272 million related to exchange-traded option and warrant contracts. Included within the $8,746 million fair value of assets at November 30, 2002 was $8,209 million related to swaps and other OTC contracts and $537 million related to exchange-traded option and warrant contracts.

With respect to OTC contracts, including swaps, the Company views its net credit exposure to be $8,927 million at February 28, 2003, representing the fair value of the Company's OTC contracts in an unrealized gain position, after consideration of collateral. Presented below is an analysis of the Company's net credit exposure at February 28, 2003 for OTC contracts based upon actual ratings made by external rating agencies or by equivalent ratings established and utilized by the Company's Credit Risk Management Department.

Counterparty Risk Rating	S&P/Moody's Equivalent	Net Credit Exposure
1	AAA/Aaa	14%
2	AA-/Aa3 or higher	25%
3	A-/A3 or higher	43%
4	BBB-/Baa3 or higher	13%
5	BB-/Ba3 or higher	5%
6	B+/B1 or lower	—

The Company is also subject to credit risk related to its exchange-traded derivative contracts. Exchange-traded contracts, including futures and certain options, are transacted directly on the exchange. To protect against the potential for a default, all exchange clearinghouses impose net capital requirements for their membership. Additionally, exchange clearinghouses require counterparties to futures contracts to post margin upon the origination of the contracts and for any changes in the market value of the contracts on a daily basis (certain foreign exchanges provide for settlement within three days). Therefore, the potential for losses from exchange-traded products is limited.

For a further discussion of the Company's derivative related activities, refer to "Management's Analysis of Results of Operations—Off-Balance Sheet Arrangements—Derivatives" and Notes 1 and 11 to the 2002 Consolidated Financial Statements, included in the Form 10-K.

4. Securitizations:

The Company is a market leader in mortgage- and asset-backed securitizations and other structured financing arrangements. In connection with these activities, the Company utilizes special purpose entities principally for (but not limited to) the securitization of commercial and residential mortgages, home equity loans, government and corporate bonds, and lease and trade receivables. The Company derecognizes financial assets transferred in securitizations provided that the Company has relinquished control over such assets. The Company may retain an interest in the financial assets it securitizes ("retained interests"), which may include assets in the form of residual interests in the special purpose entities established to facilitate the securitization. Any retained interests are included in Securities and other financial instruments owned (principally Mortgages and mortgage-backed) within the Company's Consolidated Statement of Financial Condition. For further information regarding the accounting for securitization transactions, see Note 1 to the 2002 Consolidated Financial Statements, included in the Form 10-K. During the three months ended February 28, 2003 and 2002, the Company securitized approximately $29 billion and $24 billion of financial assets, including: $25 billion and $15 billion of

residential mortgages, $1 billion in each period of commercial mortgages, and $3 billion and $8 billion of other asset-backed financial instruments, respectively ($1 billion and $2 billion, respectively, of securitizations were transacted on an agented basis).

As of February 28, 2003 and November 30, 2002, the Company had approximately $490 million and $1,050 million, respectively, of non-investment grade retained interests from its securitization activities (principally junior security interests in securitizations) including $280 million of residential mortgages, $170 million of other asset-backed financial instruments and $40 million of commercial mortgages as of February 28, 2003 and $350 million of residential mortgages, $200 million of other asset-backed financial instruments and $500 million of commercial mortgages, as of November 30, 2002. The Company records its trading assets on a mark-to-market basis, including those assets held prior to securitization, as well as any retained interests post securitization. Mark-to-market gains or losses are recorded in "Principal transactions" in the Consolidated Statement of Income. Fair value is determined based upon listed market prices, if available. When market prices are not available, fair value is determined based on valuation pricing models which take into account relevant factors such as discount, credit and prepayment assumptions, and also considers comparisons to similar market transactions.

The tables below outline the key economic assumptions used in measuring the fair value of retained interests:

At February 28, 2003:

	Residential Mortgages	Other Asset-Backed	Commercial Mortgages
Weighted-average life	2 years	7 years	2 years
Annual prepayment rate	14 - 70 CPR	8 - 15 CPR	0 - 15 CPR
Credit loss assumption	.5 - 6%	3 - 10%	2 - 17%
Weighted-average discount rate	22%	9%	22%

At November 30, 2002:

	Residential Mortgages	Other Asset-Backed	Commercial Mortgages
Weighted-average life	3 years	5 years	1 year
Annual prepayment rate	4 - 65 CPR	8 - 15 CPR	0 - 15 CPR
Credit loss assumption	.5 - 6%	3 - 10%	2 - 17%
Weighted-average discount rate	17%	5%	20%

The tables below outline the sensitivity of the fair value of the retained interests to immediate 10% and 20% adverse changes in the above assumptions (dollars in millions):

	Fair Value* May 31, 2003				Fair Value* November 30, 2002
(in millions)	Fair Value* May 31, 2003				Fair Value* November 30, 2002
(in millions)	Assets		Liabilities		Assets		Liabilities
Interest rate, currency and credit default swaps and options (including caps, collars and floors)	$	11,036	$	9,954	$	7,594	$	6,832
Foreign exchange forward contracts and options		760		626		368		391
Other fixed income securities contracts (including futures contracts, options and TBAs)		962		1,141		247		214
Equity contracts (including equity swaps, warrants and options)		672		878		537		627

Total	$	13,430	$	12,599	$	8,746	$	8,064

		At February 28, 2003						At November 30, 2002
		Residential Mortgages		Other Asset- Backed		Commercial Mortgages		Residential Mortgages		Other Asset- Backed		Commercial Mortgages
		(in millions)
Prepayment speed:
	Impact of 10% adverse change	$	2	$	—	$	—	$	4	$	1	$	—
	Impact of 20% adverse change	$	4	$	—	$	—	$	8	$	2	$	—
Assumed credit losses:
	Impact of 10% adverse change	$	16	$	10	$	—	$	17	$	12	$	—
	Impact of 20% adverse change	$	31	$	21	$	—	$	33	$	24	$	12
Discount rate:
	Impact of 10% adverse change	$	17	$	11	$	—	$	17	$	12	$	—
	Impact of 20% adverse change	$	33	$	22	$	—	$	34	$	24	$	—

* Amounts represent carrying value (exclusive of collateral) and do not include receivables or payables related to exchange-traded futures contracts.

~~The~~Assets included ~~sensitivity analysis~~ in the ~~preceding~~ table ~~is hypothetical and should be used with caution as the~~ above ~~stresses~~represent ~~are performed without consideration of~~ the ~~impact of hedges, which serve to reduce the~~ Company's ~~actual~~net ~~risk.~~receivable/payable Infor ~~addition,~~derivative ~~these~~financial ~~results~~instruments ~~are~~before ~~calculated~~consideration byof ~~stressing~~collateral. aIncluded ~~particular~~within ~~economic~~the $13,430 million ~~assumption~~fair ~~independent~~value of ~~changes in~~assets ~~any~~at ~~other~~May 31, ~~assumption~~2003 ~~(as~~was ~~required by U.S. GAAP); in reality~~$12,758 million ~~changes~~related into ~~one~~swaps ~~factor~~and ~~often~~other over-the-counter ~~result in changes in another~~ (~~for~~"OTC") ~~example,~~contracts ~~changes~~and in$672 million ~~discount~~related ~~rates~~to ~~will~~exchange-traded ~~often~~option ~~impact~~and ~~expected~~warrant ~~prepayment speeds)~~contracts. ~~Further,~~Included ~~changes~~within in the $8,746 million fair value ~~based~~of assets ~~upon~~at aNovember 30, ~~10%~~2002 orwas ~~20%~~$8,209 million ~~variation~~related into answaps ~~assumption~~and ~~should~~other ~~not~~OTC becontracts ~~extrapolated~~and ~~because~~$537 million ~~the~~related ~~relationship of the change in the assumption~~ to ~~the~~exchange-traded ~~change~~option inand ~~fair value~~warrant ~~may not be linear~~contracts.

~~The~~With ~~following~~respect ~~table~~to ~~summarizes~~OTC ~~cash~~contracts, ~~flows~~including ~~from~~swaps, ~~securitization~~the ~~trusts~~Company ~~for~~views its net credit exposure to be $10,213 million at May 31, 2003, representing the ~~quarter~~fair ~~ended~~value ~~February~~of the Company's OTC contracts in an unrealized gain position, after consideration of collateral. Presented below is an analysis of the Company's net credit exposure at May 2831, 2003: for OTC contracts based upon actual ratings made by external rating agencies or by equivalent ratings established and utilized by the Company's Credit Risk Management Department.

	Three months ended February 28, 2003
Counterparty Risk Rating	S&P/Moody's Equivalent		Net Credit Exposure
	Residential Mortgages			Commercial Mortgages		Other Asset- Backed
1	AAA/Aaa		15%
	(in millions)
2	AA-/Aa3 or higher		26%
Cash flows received on retained interests	$	47		$	1	$	38
3	A-/A3 or higher		42%
4	BBB-/Baa3 or higher		12%
5	BB-/Ba3 or higher		4%
6	B+/B1 or lower		1%

5. For a further discussion of the Company's derivative related activities, refer to "Management's Analysis of Results of Operations—Off-Balance Sheet Arrangements—Derivatives" and Notes 1 and 11 to the 2002 Consolidated Financial ~~Instruments:~~ Statements, included in the Form 10-K.

~~Securities and other financial instruments owned and Securities and other financial instruments sold but not yet purchased are recorded at fair value and were comprised of the following~~5. Securitizations:

		February 28 2003		November 30 2002
		(in millions)
Securities and other financial instruments owned:
	Mortgages and mortgage backed	$	7,789	$	9,032
	Government and agencies		23,004		21,845
	Derivatives and other contractual agreements		11,143		8,746
	Corporate debt and other		12,405		11,065
	Corporate equities		12,508		17,562
	Certificates of deposits and other money market instruments		1,272		2,631
		$	68,121	$	70,881
Securities and other financial instruments sold but not yet purchased:
	Government and agencies	$	26,998	$	31,395
	Derivatives and other contractual agreements		10,501		8,064
	Corporate debt and other		6,296		7,101
	Corporate equities		2,923		3,792
		$	46,718	$	50,352

The Company is a market leader in mortgage- and asset-backed securitizations and other structured financing arrangements. In connection with these activities, the Company utilizes special purpose entities principally for (but not limited to) the securitization of commercial and residential mortgages, home equity loans, government and corporate bonds, and lease and trade receivables. The Company derecognizes financial assets transferred in securitizations provided that the Company has relinquished control over such assets. The Company may retain an interest in the financial assets it securitizes ("retained interests"), which may include assets in the form of residual interests in the special purpose entities established to facilitate the securitization. Any retained interests are included in Securities and other financial instruments owned (principally Mortgages and mortgage-backed) on the Consolidated Statement of Financial Condition. For further information regarding the accounting for securitization transactions, see Note 1 to the 2002 Consolidated Financial Statements, included in the Form 10-K. During the six months ended May 31, 2003 and 2002, the Company securitized approximately $68 billion and $53 billion of financial assets, including: $61 billion and $39 billion of residential mortgages, $2 billion in each period of commercial mortgages, and $5 billion and $12 billion of other asset-backed financial instruments, respectively.

6 As of May 31, 2003 and November 30, 2002, the Company had approximately $644 million and $1,050 million, respectively, of non-investment grade retained interests from its securitization activities (principally junior security interests in securitizations) including $347 million of residential mortgages, $198 million of other asset-backed financial instruments and $99 million of commercial mortgages as of May 31, 2003; and $350 million of residential mortgages, $200 million of other asset-backed financial instruments and $500 million of commercial mortgages, as of November 30, 2002. ~~Securities~~ ~~Pledged~~The Company records its trading assets on a mark-to-market basis, including those assets held prior to securitization, as ~~Collateral:~~ well as any retained interests post securitization. Mark-to-market gains or losses are recorded in Principal transactions on the Consolidated Statement of Income. Fair value is determined based upon listed market prices, if available. When market prices are not available, fair value is determined based on valuation pricing models which take into account relevant factors such as discount, credit and prepayment assumptions, and also considers comparisons to similar market transactions.

The ~~Company enters into secured borrowing and lending transactions to finance trading inventory positions, obtain securities for settlement and meet customers'~~ ~~needs.~~tables ~~The~~below ~~Company~~outline receives collateral in connection with resale agreements, securities borrowed transactions, customer margin loans and certain other loans. The Company is generally permitted to sell or repledge these securities held as collateral and use the ~~securities~~key toeconomic ~~secure~~assumptions ~~repurchase~~used ~~agreements,~~in ~~enter~~measuring into securities lending transactions or deliver to counterparties to cover short positions. The Company carries secured financing agreements for financial reporting purposes on a net basis when permitted under the ~~provisions~~fair value of ~~Financial~~retained ~~Accounting~~interests: ~~Standards Board ("FASB") Interpretation No. 41 ("FIN 41").~~

At February 28, 2003 and November 30, 2002, the fair value of securities received as collateral and securities owned that have not been sold, repledged or otherwise encumbered totaled approximately $16 billion and $13 billion, respectively. At February 28, 2003 and November 30, 2002, the gross fair value of securities received as collateral where the Company was permitted to sell or repledge the securities was approximately $254 billion and $290 billion, respectively. Of this collateral, approximately $246 billion and $286 billion at February 28, 2003 and November 30, 2002, respectively, has been sold or repledged, generally as collateral under repurchase agreements or to cover securities and other financial instruments sold but not yet purchased.

At May 31, 2003:	Residential Mortgages	Other Asset-Backed	Commercial Mortgages
Weighted-average life	2 years	10 years	1 year
Annual prepayment rate	15–80 CPR	8–39 CPR	0–15 CPR
Credit loss assumption	.5–6%	3–12%	2–27%
Weighted-average discount rate	19%	5%	16%

The Company also pledges its own assets, principally to collateralize certain financing arrangements. These pledged securities, where the counterparty has the right, by contract or custom, to rehypothecate the financial instruments are classified as securities and other financial instruments owned, pledged as collateral, on the Company's Consolidated Statement of Financial Condition as required by Statements of Financial Accounting Standards ("SFAS") 140.

The carrying value of securities and other financial instruments owned that have been pledged to counterparties where those counterparties do not have the right to sell or repledge were approximately $23 billion and $30 billion at February 28, 2003 and November 30, 2002, respectively.

At November 30, 2002:	Residential Mortgages	Other Asset-Backed	Commercial Mortgages
Weighted-average life	3 years	5 years	1 year
Annual prepayment rate	4–65 CPR	8–15 CPR	0–15 CPR
Credit loss assumption	.5–6%	3–10%	2–17%
Weighted-average discount rate	17%	5%	20%

~~7. Other~~ The tables ~~Commitments~~below outline the sensitivity of the fair value of the retained interests to immediate 10% and ~~Contingencies~~20% adverse changes in the above assumptions:

In the normal course of business the Company enters into various commitments and guarantees, including lending commitments to high grade and high yield borrowers, liquidity commitments and other guarantees. In all instances, the Company marks-to-market these commitments and guarantees with changes in fair value recognized in Principal transactions revenue.

		At May 31, 2003						At November 30, 2002
(in millions)		Residential Mortgages		Other Asset- Backed		Commercial Mortgages		Residential Mortgages		Other Asset-Backed		Commercial Mortgages
Prepayment speed:
	Impact of 10% adverse change	$	2	$	—	$	—	$	4	$	1	$	—
	Impact of 20% adverse change	$	6	$	—	$	—	$	8	$	2	$	—
Assumed credit losses:
	Impact of 10% adverse change	$	15	$	11	$	8	$	17	$	12	$	—
	Impact of 20% adverse change	$	31	$	21	$	9	$	33	$	24	$	12
Discount rate:
	Impact of 10% adverse change	$	15	$	13	$	—	$	17	$	12	$	—
	Impact of 20% adverse change	$	30	$	26	$	—	$	34	$	24	$	—

~~Lending~~ The sensitivity ~~Related~~analysis ~~Commitments~~ in the preceding table is hypothetical and should be used with caution as the above stresses are performed without consideration of the impact of hedges, which serve to reduce the Company's actual risk. In addition, 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 (for example, changes in discount rates will often impact expected prepayment speeds). Further, changes in the fair value based upon 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.

~~In connection with its financing activities, the Company had outstanding commitments under certain lending arrangements of approximately $2.1 billion and~~The ~~$1.1 billion~~following attable ~~February 28,~~summarizes ~~2003~~cash ~~and~~flows ~~November 30,~~from ~~2002,~~securitization ~~respectively.~~trusts These commitments require borrowers to provide acceptable collateral, as defined in the agreements, when amounts are drawn under the lending facilities. Advances made under the above lending arrangements are typically at variable interest rates and generally provide for ~~over-collateralization based upon~~ the ~~borrowers'~~six ~~creditworthiness.~~months Inended ~~addition, at February~~May 2831, 2003: the Company had commitments to enter into forward starting secured reverse repurchase and repurchase agreements, principally secured by government and government agency obligations, of $86.6 billon and $48.5 billion, respectively, as compared to $68.6 billion and $38.1 billion, respectively, at November 30, 2002.

The Company, through its high grade and high yield sales, trading and underwriting activities, makes commitments to extend credit in loan syndication transactions. The Company utilizes various hedging and funding strategies to actively manage its market, credit and liquidity exposures on these commitments. In addition, total commitments are not indicative of actual risk or funding requirements, as the commitments may not be drawn or fully utilized. These commitments and any related draw downs of these facilities typically have fixed maturity dates and are contingent upon certain representations, warranties and contractual conditions applicable to the borrower.

		Six months ended May 31, 2003
(in millions)		Residential Mortgages			Other Asset- Backed			Commercial Mortgages
Cash flows received on retained interests		$	96		$	68		$	4

The Company had credit risk associated with lending commitments to investment grade borrowers (after consideration of hedges) of $2.1 billion and $2.6 billion at February 28, 2003 and November 30, 2002, respectively. In addition, the Company had credit risk associated with lending commitments to non-investment grade borrowers (after consideration of hedges) of $1.2 billion and $1.1 billion at February 28, 2003 and November 30, 2002, respectively. Before consideration of hedges, the Company had commitments to investment and non-investment grade borrowers of $5.6 billion and $1.3 billion as compared to $6.2 billion and $1.2 billion at February 28, 2003 and November 30, 2002, respectively. The Company had available undrawn borrowing facilities with third parties of approximately $2.8 billion at both February 28, 2003 and November 30, 2002, which can be drawn upon to provide funding for these commitments. These funding facilities contain limits for certain concentrations of counterparty, industry or credit ratings of the underlying loans.

In addition, the Company provided high yield contingent commitments related to acquisition financing of approximately $0.5 billion and $2.8 billion at February 28, 2003 and November 30, 2002, respectively. The Company's intent is, and its past practice has been, to sell down significantly all the credit risk associated with these loans, if closed, through loan syndications consistent with the Company's credit facilitation framework. These commitments are not indicative of the Company's actual risk as the borrower's ability to draw is subject to there being no material adverse change in either market

~~conditions or the borrower's financial condition, among other factors~~ 6. Financial ~~In addition, these commitments contain certain flexible pricing features in order to further adjust for changing market conditions.~~ Instruments:

~~As of~~Securities ~~February 28, 2003~~ and ~~November 30,~~other ~~2002,~~financial ~~the~~instruments ~~Company~~owned ~~had~~and ~~pledged~~Securities ~~securities,~~and ~~primarily~~other ~~fixed~~financial ~~income,~~instruments ~~having~~sold abut ~~market~~not ~~value~~yet ofpurchased ~~approximately~~are ~~$21.8 billion~~recorded ~~and $23.4 billion,~~at ~~respectively,~~fair asvalue ~~collateral~~and ~~for~~are comprised ~~securities borrowed having a market value~~ of ~~approximately~~the ~~$21.7 billion~~following: ~~and $23.3 billion, respectively.~~

At February 28, 2003 and November 30, 2002, the Company had commitments to invest up to $136 million and $384 million, respectively, directly and through partnerships in private equity related investments. These commitments will be funded as required, in whole or in part, through the end of the respective investment periods, principally expiring in 2004.

(in millions)		May 31 2003		November 30 2002
Securities and other financial instruments owned:
	Mortgages and mortgage-backed	$	7,080	$	9,032
	Government and agencies		27,706		21,845
	Derivatives and other contractual agreements		13,430		8,746
	Corporate debt and other		16,750		11,065
	Corporate equities		14,783		17,562
	Certificates of deposits and other money market instruments		875		2,631

		$	80,624	$	70,881

Securities and other financial instruments sold but not yet purchased:
	Government and agencies	$	32,011	$	31,395
	Derivatives and other contractual agreements		12,599		8,064
	Corporate debt and other		5,249		7,101
	Corporate equities		3,882		3,792

		$	53,741	$	50,352

~~Other~~7. Securities ~~Commitments~~Pledged ~~and~~as ~~Guarantees~~Collateral:

InThe ~~accordance~~Company ~~with~~enters ~~FASB~~into ~~Interpretation~~secured 45borrowing ~~"Guarantor's Accounting~~ and ~~Disclosure~~lending ~~Requirements~~transactions ~~for Guarantees including Indirect Guarantees of Indebtedness of Others" ("FIN 45"), the Company is required~~ to ~~disclose~~finance ~~guarantees,~~trading ~~including~~inventory ~~derivative contracts~~positions, ~~that~~obtain ~~require~~securities ~~the~~for ~~Company~~settlement toand ~~make~~meet ~~payments to a~~customers' ~~counterparty~~needs. ~~based~~The onCompany ~~changes~~receives collateral in anconnection ~~underlying~~with ~~(e.g.~~resale ~~security prices~~agreements, ~~interest~~securities ~~rates~~borrowed ~~and~~transactions, ~~currency~~customer ~~rates).~~margin ~~Derivatives~~loans ~~that~~and ~~meet~~certain ~~the~~other ~~FIN~~loans. 45The ~~definition~~Company ofis agenerally ~~guarantee~~permitted ~~include~~to ~~credit default swaps,~~sell ~~written~~or ~~put~~repledge ~~options,~~these ~~written~~securities ~~foreign~~held ~~exchange~~as ~~("FX")~~collateral ~~options~~ and ~~written~~use ~~interest~~the ~~rate~~securities ~~caps~~to ~~and~~secure ~~floors.~~repurchase ~~According~~agreements, toenter ~~FIN~~into 45securities ~~derivatives~~lending ~~are~~transactions ~~not~~or ~~considered~~deliver ~~guarantees~~to ifcounterparties ~~such~~to ~~contracts~~cover ~~are cash settled~~short ~~and~~positions. ~~the~~The Company ~~has~~carries nosecured ~~basis~~financing toagreements ~~determine~~for ~~that~~financial itreporting ispurposes ~~probable~~on ~~that~~a ~~the~~net ~~derivative~~basis ~~counterparty~~when ~~held~~permitted under the ~~related~~provisions ~~underlying~~of ~~instrument.~~Financial ~~Accordingly,~~Accounting ifStandards ~~these~~Board ~~conditions~~("FASB") Interpretation ~~were met~~No. 41, ~~the~~"Offsetting ~~Company~~of ~~has~~Amounts ~~not included~~Related ~~such~~to ~~derivative~~Certain ~~contracts~~Repurchase inand ~~its~~Reverse ~~guarantee~~Repurchase ~~disclosures~~Agreements" ("FIN 41").

At ~~February~~May 2831, 2003 and November 30, 2002, the ~~maximum~~fair ~~payout~~ value of ~~derivative~~securities ~~contracts~~received ~~deemed~~as tocollateral ~~meet~~and ~~the~~securities ~~FIN~~owned 45that ~~definition~~have ofnot abeen ~~guarantee~~sold, ~~was~~repledged or otherwise encumbered totaled approximately $~~242~~15 billion. ~~For~~and ~~purposes~~$13 billion, ~~of determining~~respectively. ~~maximum~~At ~~payout~~May 31, ~~notional~~2003 ~~values~~and ~~were~~November 30, ~~utilized; however~~2002, the ~~Company~~gross ~~believes that the~~ fair value of ~~these~~securities ~~contracts~~received isas acollateral ~~more~~where ~~relevant~~the Company ~~measure~~was ofpermitted ~~these~~to ~~obligations.~~sell Ator ~~February 28, 2003,~~repledge the ~~fair~~securities ~~value~~was ofapproximately ~~such~~$306 billion ~~derivative~~and ~~contracts approximated~~ $~~4.0~~290 billion, respectively. ~~The~~Of ~~Company~~this ~~believes~~collateral, ~~that~~approximately ~~the~~$301 billion ~~notional~~and $286 billion ~~amounts~~at ~~greatly~~May 31, ~~overstate~~2003 ~~the~~and ~~Company's~~November 30, ~~expected~~2002, ~~payout. In addition~~respectively, ~~all amounts~~has ~~included~~been ~~above~~sold ~~are~~or ~~before~~repledged, ~~consideration~~generally ofas ~~hedging~~collateral ~~transactions.~~under ~~These~~repurchase ~~derivative~~agreements ~~contracts~~or ~~are~~to ~~generally~~cover ~~highly~~securities ~~liquid~~ and ~~the~~other financial ~~Company~~instruments ~~has~~sold ~~substantially~~but ~~mitigated~~not ~~its~~yet ~~risk~~purchased. onIncluded ~~these~~in ~~contracts through~~the ~~hedges,~~$301 billion ~~such~~and as$286 billion ~~other~~of ~~derivative~~collateral ~~contracts~~pledged ~~and/or~~at ~~cash~~May 31, ~~instruments.~~2003 ~~The~~and ~~Company~~November 30, ~~manages~~2002 ~~risk~~were ~~associated~~securities, primarily ~~with~~fixed ~~derivative~~income ~~guarantees~~having ~~consistent~~a ~~with~~market ~~the~~value ~~Company's~~of ~~global~~approximately ~~risk management policies~~$26.3 billion ~~The~~and ~~Company~~$23.4 billion, ~~records derivative contracts~~respectively, ~~including~~as ~~those~~collateral ~~considered~~for tosecurities beborrowed ~~guarantees~~having ~~under FIN 45, on~~ a ~~fair~~market value ~~basis~~of $26.0 billion ~~with~~and ~~related~~$23.3 billion, ~~gains/losses recognized in Principal transactions revenues~~respectively.

The Company had liquidity commitments of approximately $1.5 billion related to trust certificates backed by investment grade municipal securities at February 28, 2003, as compared to $0.6 billion at November 30, 2002. The Company's obligation under such liquidity commitments is generally less than one year and is typically further limited by the fact that the Company's obligation ceases if the underlying assets are downgraded below investment grade or default.

At both February 28, 2003 and November 30, 2002, the Company was contingently liable for $0.8 billion, of letters of credit, primarily used to provide collateral for securities and commodities borrowed and to satisfy margin deposits at option and commodity exchanges.

InThe ~~the~~Company ~~normal~~also ~~course~~pledges ofits ~~business~~own assets, ~~the~~principally ~~Company provides guarantees~~ to ~~securities~~collateralize ~~clearinghouses~~certain ~~and~~financing ~~exchanges~~arrangements. These ~~guarantees~~pledged ~~are~~securities, ~~generally~~where ~~required~~the ~~under~~counterparty has the ~~standard membership agreements~~right, ~~such~~by ~~that~~contract ~~members~~or custom, ~~are required~~ to ~~guarantee~~rehypothecate the ~~performance~~financial ofinstruments ~~other~~are ~~members.~~classified Toas ~~mitigate~~Securities ~~these performance risks, the exchanges~~ and ~~clearinghouses~~other ~~often~~financial ~~require~~instruments ~~members~~owned, topledged ~~post~~ as collateral., ~~The~~on ~~Company's~~the ~~obligation~~Consolidated ~~under~~Statement ~~such~~of ~~guarantees~~Financial ~~could~~Condition ~~exceed~~as required ~~the~~by ~~collateral~~Statement ~~amounts~~of ~~posted;~~Financial ~~however~~Accounting ~~the~~Standards ~~potential~~No. 140, "Accounting for ~~the~~Transfers ~~Company~~and toServicing beof ~~required~~Financial toAssets ~~make~~and ~~payments~~Extinguishments ~~under such guarantees is~~of ~~deemed~~Liabilities," ~~remote~~("SFAS 140").

InThe ~~connection~~carrying ~~with~~value ~~certain~~of ~~asset~~securities ~~sales~~ and ~~securitization~~other ~~transactions,~~financial ~~the~~instruments ~~Company~~owned ~~often makes representations and warranties about the assets conforming to specified guidelines. If it is later determined~~ that ~~the~~have ~~underlying~~been ~~assets~~pledged ~~fail~~ to ~~conform~~counterparties towhere ~~the~~those ~~specified~~counterparties ~~guidelines,~~do ~~the~~not ~~Company may~~ have anthe ~~obligation~~right to ~~repurchase~~sell ~~the assets~~ or ~~indemnify~~repledge ~~the purchaser against any losses.~~were Toapproximately ~~mitigate~~$29 billion ~~these~~and ~~risks,~~$30 billion toat ~~the extent that the assets being securitized may have been originated by third parties~~May 31, ~~the~~2003 ~~Company seeks to obtain appropriate representations~~ and ~~warranties~~November 30, ~~from~~2002, ~~these third parties upon acquisition of such assets~~respectively.

8. Other Commitments and Contingencies:

Lending Related Commitments

In connection with its financing activities, the Company had outstanding commitments under certain lending arrangements of approximately $2.1 billion and $1.1 billion at May 31, 2003 and November 30, 2002, respectively. These commitments require borrowers to provide acceptable collateral, as defined in the agreements, when amounts are drawn under the lending facilities. Advances made under the above lending arrangements are typically at variable interest rates and generally provide for over-collateralization based upon the borrowers' creditworthiness. In addition, at May 31, 2003, the Company had commitments to enter into forward starting, secured reverse repurchase and repurchase agreements principally secured by government and government agency obligations of $39.0 billon and $31.3 billion, respectively, as compared to $68.6 billion and $38.1 billion, respectively, at November 30, 2002.

The Company, through its high grade and high yield sales, trading and underwriting activities, makes commitments to extend credit in loan syndication transactions. The Company utilizes various hedging and funding strategies to actively manage its market, credit and liquidity exposures on these commitments. In addition, total commitments are not indicative of actual risk or funding requirements, as the commitments may not be drawn or fully utilized. These commitments and any related drawdowns of these facilities typically have fixed maturity dates and are contingent upon certain representations, warranties and contractual conditions applicable to the borrower.

The Company had credit risk associated with lending commitments to investment grade borrowers (after consideration of hedges) of $1.9 billion and $2.6 billion at May 31, 2003 and November 30, 2002, respectively. In addition, the Company had credit risk associated with lending commitments to non-investment grade borrowers (after consideration of hedges) of $1.3 billion and $1.1 billion at May 31, 2003 and November 30, 2002, respectively. Before consideration of hedges, the Company had commitments to investment and non-investment grade borrowers of $5.3 billion and $1.4 billion as compared to $6.2 billion and $1.2 billion at May 31, 2003 and November 30, 2002, respectively. The Company had available undrawn borrowing facilities with third parties of approximately $2.6 billion and $2.8 billion at May 31, 2003 and November 30, 2002, respectively, which can be drawn upon to provide funding for these commitments. These funding facilities contain limits for certain concentrations of counterparty, industry or credit ratings of the underlying loans.

In addition, the Company provided high yield contingent commitments related to acquisition financing of approximately $1.6 billion and $2.8 billion at May 31, 2003 and November 30, 2002, respectively. The Company's intent is, and its past practice has been, to sell down significantly all the credit risk associated with these loans, if closed, through loan syndications consistent with the Company's credit facilitation framework. These commitments are not indicative of the Company's actual risk as the borrower's ability to draw is subject to there being no material adverse change in either market conditions or the borrower's financial condition, among other factors. In addition, these commitments contain certain flexible pricing features in order to further adjust for changing market conditions.

At May 31, 2003 and November 30, 2002, the Company had commitments to invest up to $197 million and $384 million, respectively, directly and through partnerships in private equity related investments. These commitments will be funded as required, in whole or in part, through the end of the respective investment periods, principally expiring in 2004.

Other Commitments and Guarantees

In accordance with FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees Including Indirect Guarantees of Indebtedness of Others" ("FIN 45"), the Company is required to disclose certain guarantees, including derivative contracts that require the Company to make payments to a counterparty based on changes on an underlying instrument or index (e.g., security prices, interest rates, and currency rates). Derivatives that meet the FIN 45 definition of a guarantee include credit default swaps, written put options, written foreign exchange ("FX") options and written interest rate caps and floors. According to FIN 45, derivatives are not considered guarantees if such contracts are cash settled and the Company has no basis to determine that it is probable that the derivative counterparty held the related underlying instrument. Accordingly, if these conditions were met, the Company has not included such derivatives contracts in its guarantee disclosures.

At May 31, 2003, the maximum payout value of derivative contracts deemed to meet the FIN 45 definition of a guarantee was approximately $247 billion. For purposes of determining maximum payout, notional values were utilized; however, the Company believes that the fair value of these contracts is a more relevant measure of these obligations. At May 31, 2003, the fair value of such derivative contracts approximated $6.4 billion. The Company believes that the notional amounts greatly overstate the Company's expected payout. In addition, all amounts included above are before consideration of hedging transactions. These derivative contracts are generally highly liquid and the Company has substantially mitigated its risk on these contracts through hedges, such as other derivative contracts and/or cash instruments. The Company manages risk associated with derivative guarantees consistent with the Company's global risk management policies. The Company records derivative contracts, including those considered to be guarantees under FIN 45, on a fair value basis with related gains/losses recognized in Principal transactions on the Consolidated Statement of Income.

The Company had liquidity commitments of approximately $1.9 billion related to trust certificates backed by investment grade municipal securities at May 31, 2003, as compared to $0.6 billion at November 30, 2002. The Company's obligation under such liquidity commitments is generally less than one year and is typically further limited by the fact that the Company's obligation ceases if the underlying assets are downgraded below investment grade or default.

As of May 31, 2003 and November 30, 2002, the Company was contingently liable for $0.8 billion of letters of credit, primarily used to provide collateral for securities and commodities borrowed and to satisfy margin deposits at option and commodity exchanges.

In the normal course of business, the Company provides guarantees to securities clearinghouses and exchanges. These guarantees are generally 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. The Company's obligation under such guarantees could exceed the collateral amounts posted; however, the potential for the Company to be required to make payments under such guarantees is deemed remote.

In connection with certain asset sales and securitization transactions, the Company is often required to make representations and warranties about the assets conforming to specified guidelines. If it is later determined that the underlying assets fail to conform to the specified guidelines, the Company may have an obligation to repurchase the assets or indemnify the purchaser against any losses. To mitigate these risks, to the extent that the assets being securitized may have been originated by other third parties, the Company seeks to obtain appropriate representations and warranties from these third parties upon acquisition of such assets.

Litigation

In the normal course of ~~its~~ business, the Company has been named a defendant in a number of lawsuits and other legal proceedings. After considering all relevant ~~facts~~ facts and established reserves, in the opinion of the Company such litigation will not, in the aggregate, have a material adverse effect on the Company's consolidated financial position or cash flows, ~~but~~ but may be material to the Company's operating results for any particular period, depending on the level of income for such period.

Other Off-Balance- Sheet Arrangements

Special purpose entities ("SPEs") are corporations, trusts or partnerships which are established for a limited purpose. SPEs by their nature generally do not provide equity owners with significant voting powers, as the SPE documents govern all material decisions. The Company's primary involvement with SPEs relates to securitization transactions in which transferred assets, including mortgages, loans, receivables and other assets, are sold to an SPE and repackaged into securities (i.e., securitized). SPEs may also be utilized by the Company to create securities with a unique risk profile desired by investors and as a means of intermediating financial risk. In summary, in the normal course of business, the Company may establish SPEs; sell assets to SPEs; underwrite, distribute, and make a market in securities issued by SPEs; transact derivatives with SPEs; own securities or residual interests in SPEs; and provide liquidity or other guarantees ~~for~~ for SPEs.

The majority of the Company's involvement with SPEs relates to securitization transactions meeting the SFAS 140 definition of a qualifying special purpose entity ("QSPE"). Based upon the guidance in SFAS 140, the Company is not required to and does not consolidate such QSPEs. Rather, the Company accounts for its involvement with QSPEs under a financial components approach in which the Company recognizes only its retained involvement with the QSPE.

Certain special purpose entities do not meet the QSPE criteria due to their permitted activities not being sufficiently limited, or because the assets are not deemed qualifying financial instruments (e.g., real estate). In instances in which the Company is either the sponsor of or transferor to a non-qualifying special purpose entity, the Company follows the accounting guidance provided by Emerging Issues Task Force ("EITF") Topic D-14 and FASB Interpretation No. 46, "Consolidation of Variable Interest Entities—an ~~interpretation~~Interpretation of ARB No. 51" ("FIN 46") (for a discussion of FIN 46, see below) to determine whether consolidation is required. Under this guidance, the Company would not be required to, and does not consolidate such SPE if a third party investor made a substantive equity investment in the SPE, was

1517

subject to first dollar risk of loss of such SPE, and had a controlling financial interest. ~~Examples~~The ~~of the~~ Company's principal involvement with ~~such~~non-QSPEs ~~SPEs~~relates ~~include:~~to Collateralized Debt Obligations ("CDOs"), ~~where~~ ~~the~~synthetic ~~Company's~~credit ~~role~~transactions ~~is principally limited to acting as structuring~~ and ~~placement~~other ~~agent,~~structured ~~warehouse~~financing ~~provider and underwriter for CDO~~ transactions; ~~and~~to ~~Synthetic~~facilitate ~~Credit Transactions, where the Company~~customers's ~~role~~investment ~~is primarily that of underwriter~~ and/or ~~buyer~~funding ~~of credit risk protection from SPEs~~needs.

OnIn January ~~17,~~ 2003, the FASB issued FIN 46. This interpretation provides consolidation accounting guidance for entities involved with SPEs. This guidance does not impact the accounting for securitizations transacted through QSPEs, but rather will replace EITF Topic D-14 as it is applied to non-QSPEs. This interpretation will require a primary beneficiary, defined as an entity which participates in either a majority of the risks or rewards of such SPE, to consolidate the SPE. An SPE would not be subject to this interpretation if such entity has sufficient voting equity capital (presumed to require that total voting equity is at least 10% of total assets), such that the entity is able to finance its activities without the additional subordinated financial support from other parties. The interpretation became effective for all new transactions after January 31, 2003 and will be effective for all other existing transactions with SPEs beginning in the Company's fourth quarter of 2003. While the Company has not yet completed its analysis of the impact of the new interpretation, the Company does not anticipate that the adoption of this interpretation will have a material impact to the Company's financial condition or its results of operations.

89. Segments:

The Company operates in three segments: Investment Banking, Capital Markets and Client Services.

The Investment Banking Division provides advice to corporate, institutional and government clients throughout the world on mergers, acquisitions and other financial matters. This Division also raises capital for clients by underwriting public and private offerings of debt and equity securities.

The Capital Markets Division includes the Company's institutional sales, trading, research and financing activities in equity and fixed income cash and derivatives products. Through this Division, the Company is a global market-maker in numerous equity and fixed income products, including U.S., European and Asian equities, government and agency securities, money market products, corporate high grade, high yield and emerging market securities, mortgage- and asset-backed securities, municipal securities, bank loans, foreign exchange and derivatives products. This Division also includes the Company's risk arbitrage and secured financing businesses, as well as realized and unrealized gains and losses related to the Company's private equity investments. The financing business manages the Company's equity and fixed income matched book activities, supplies secured financing to institutional clients and customers, and provides secured funding for the Company's inventory of equity and fixed income products.

Client Services revenues reflect earnings from the Company's Private Client and Private Equity businesses. Private Client revenues reflect the Company's high-net-worth retail customer flow activities as well as asset management fees earned from these clients. Private Equity revenues include the management and incentive fees earned in the Company's role as general partner for Private ~~Equity~~equity partnerships.

16 The Company's segment information for the three and six months ended May 31, 2003 and May 31, 2002 is prepared utilizing the following methodologies:

•: Revenues and expenses directly associated with each segment are included in determining pre-tax earnings.

~~The Company's segment information for the three months ended February 28, 2003 and February 28, 2002 is prepared utilizing the following methodologies:~~ 18

•: Expenses not directly associated with specific segments are allocated based upon the most relevant measures applicable, including each segment's revenues, headcount and other factors.
•: Net revenues include allocations of interest revenue and interest expense to securities and other positions in relation to the cash generated by, or funding requirements of, the underlying positions.
•: Segment assets include an allocation of indirect corporate assets which have been fully allocated to the Company's business segments, generally based on each segment's respective headcount figures.

Segments (Three Months Ended):

	Investment Banking		Capital Markets		Client Services		Total
(in millions)	Investment Banking		Capital Markets		Client Services		Total
	(in millions)
May 31, 2003
February 28, 2003
Gross Revenues	$	346	$	2,786	$	222	$	3,354
Gross Revenues	$	277	$	2,289	$	174	$	2,740
Interest Expense		—		1,757		7		1,764
Interest Expense		—		1,747		4		1,751
Net Revenue		346		1,029		215		1,590
Net Revenue		277		542		170		989
Depreciation and Amortization Expense		2		11		2		15
Depreciation and Amortization Expense		4		12		3		19
Other Expenses(1)		256		631		144		1,031
Other Expenses		211		387		127		725
Income Before Taxes(1)	$	88	$	387	$	69	$	544
Earnings Before Taxes	$	62	$	143	$	40	$	245
Segment Assets (billions)	$	0.2	$	230.8	$	3.3	$	234.3
Segment Assets (billions)	$	0.2	$	214.6	$	3.2	$	218.0

(1): Excludes the impact of the $31 million pre-tax real estate charge

	Investment Banking		Capital Markets		Client Services		Total
(in millions)	Investment Banking		Capital Markets		Client Services		Total
	(in millions)
May 31, 2002
February 28, 2002
Gross Revenues	$	343	$	2,646	$	203	$	3,192
Gross Revenues	$	389	$	2,816	$	197	$	3,402
Interest Expense		—		2,145		5		2,150
Interest Expense		—		2,049		6		2,055
Net Revenue		343		501		198		1,042
Net Revenue		389		767		191		1,347
Depreciation and Amortization Expense		3		12		2		17
Depreciation and Amortization Expense		2		8		2		12
Other Expenses		256		353		147		756
Other Expenses		259		456		133		848
Income Before Taxes	$	84	$	136	$	49	$	269
Earnings Before Taxes	$	128	$	303	$	56	$	487
Segment Assets (billions)	$	0.4	$	198.4	$	2.9	$	201.7
Segment Assets (billions)	$	0.5	$	199.7	$	4.5	$	204.7

1719

Segments (Six Months Ended):

(in millions)	Investment Banking		Capital Markets		Client Services		Total
May 31, 2003
Gross Revenues	$	622	$	5,079	$	396	$	6,097
Interest Expense		—		3,504		10		3,514

Net Revenue		622		1,575		386		2,583

Depreciation and Amortization Expense		6		23		5		34
Other Expenses(1)		466		1,022		272		1,760

Income Before Taxes(1)	$	150	$	530	$	109	$	789

Segment Assets (billions)	$	0.2	$	230.8	$	3.3	$	234.3

(1): Excludes the impact of the $31 million pre-tax real estate charge

(in millions)	Investment Banking		Capital Markets		Client Services		Total
May 31, 2002
Gross Revenues	$	732	$	5,489	$	401	$	6,622
Interest Expense		—		4,193		12		4,205

Net Revenue		732		1,296		389		2,417

Depreciation and Amortization Expense		4		21		4		29
Other Expenses		516		836		280		1,632

Income Before Taxes	$	212	$	439	$	105	$	756

Segment Assets (billions)	$	0.4	$	198.4	$	2.9	$	201.7

The following are net revenues by geographic region:

		Three Months Ended				Six Months Ended
		Feb. 28 2003		Feb. 28 2002
(in millions)		May 31 2003		May 31 2002		May 31 2003		May 31 2002
		(in millions)
U.S.		$	1,402	$	779	$	2,141	$	2,027
U.S.		$	737	$	1,220
Europe			131		211		335		296
Europe			202		85
Asia Pacific			57		52		107		94
Asia Pacific			50		42
	Total	$	1,590	$	1,042	$	2,583	$	2,417
	Total	$	989	$	1,347

10. Related Parties:

In the normal course of business, the Company engages in various securities trading, investment banking and financial activities with Holdings and many of its subsidiaries (the "Related Parties"). Various charges, such as compensation and benefits, occupancy, administration and computer processing are allocated between the Related Parties, based upon ~~specification~~specific identification and allocation methods.

1820

~~ITEM 2~~ LEHMAN BROTHERS INC. and SUBSIDIARIES MANAGEMENT'S ANALYSIS ofOF RESULTS ofOF OPERATIONS

ITEM 2

Forward-Looking Statements

Some of the statements contained in this Management's Analysis of Results of Operations, including those relating to the Company's strategy and other statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates" and similar expressions, are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. These statements are not historical facts but instead represent only the Company's expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict, which may include, but are not limited to, market fluctuations and volatility, industry competition and changes in the competitive environment, investor sentiment, liquidity risks, credit ratings changes, credit exposure and legal and regulatory proceedings and changes. (For further discussion of these risks, see "Part I, Item I1—Business—Forward-Looking Statements" in the Form 10-K.) The Company's actual results and financial condition may differ, perhaps materially, from the anticipated results and financial condition in any such forward-looking statements and, accordingly, readers are cautioned not to place undue reliance on such statements. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Results of Operations For the Three Months Ended ~~February~~May 2831, 2003 and ~~February~~May 2831, 2002

The Company reported net income of $~~189~~343 million for the quarter ended ~~February~~May 2831, 2003, aan ~~decrease~~increase of 4473% as compared to $~~336~~198 million for the second ~~first~~ quarter of 2002,. ~~reflecting~~These results included a $31 million pre-tax real estate charge ($17 million after tax) associated with the ~~continued~~Company's previous decision to dispose of certain excess real estate. The Company believes that the significant ~~market~~increase ~~weakness~~in net income in ~~equity~~the ~~underwriting~~second ~~and~~quarter ~~mergers~~of ~~and~~2003 ~~acquisitions~~reflects ~~("M&A")~~the ~~advisory~~more ~~activities,~~positive economic environment experienced in the second quarter of 2003 as well as ~~lower~~improvements ~~mortgage~~the ~~related~~Company has ~~revenues~~achieved in ~~2003~~its market position. The Company continues to maintain its disciplined approach with regard to its core competencies in expense, risk and liquidity management.

Net Revenues

~~Net~~Second quarter 2003 net revenues were a record $~~989~~1,590 million as compared to $1,042 million for the ~~first~~second quarter 2002, an increase of ~~2003~~53%, asand ~~compared~~up 61% toversus the $~~1,347~~989 million for the first quarter of ~~2002~~2003. ~~Net~~The Company's second quarter 2003 revenues ~~decreased~~were ~~27%~~driven by strong technicals including historically low interest rates, declining credit spreads and appreciating equity markets. These market conditions resulted in improved customer flow trading activity in both fixed income and equity products as ~~compared~~investors tobecame ~~the~~decidedly ~~first~~more active ~~quarter~~following the resolution of ~~2002~~the conflict in Iraq. However, mergers and acquisitions ("M&A") and equity origination activity remained weak in 2003 compared to historical norms.

Principal Transactions, Commissions and Net Interest Revenues

The Company evaluates the performance of its Capital Markets and Client Services revenues in the aggregate, including Principal transactions, Commissions and net interest. Decisions relating to these activities are based on ana ~~overall~~ review of aggregate revenues, which includes an assessment of the potential gain or loss associated with a transaction, ~~including~~ including associated commissions, and the interest and dividends revenue and expense associated with financing or hedging the Company's positions. Therefore, the Company evaluates its ~~net~~Net revenues from ~~Principal~~ Principal transactions, Commissions and Interest ~~revenue~~and dividends revenues, offset by Interest expense, in the aggregate. Caution should be used when analyzing these ~~revenue categories individually, as they may not be indicative of the performance of the Company's overall Capital Markets and Client Services activities.~~

Principal transactions, Commissions and net interest revenues decreased 26% to $704 million for the first quarter of 2003 as compared to $950 million for the first quarter of 2002, reflecting a decrease in fixed income revenues from near record performance in the first quarter of 2002. 21

~~Within~~revenue ~~these~~categories ~~amounts~~individually, ~~Principal~~as ~~transactions~~they ~~revenues~~may ~~were~~not ~~$296 million~~be ~~for~~indicative of the ~~first~~performance ~~quarter~~ of ~~2003~~the asCompany's ~~compared~~overall toCapital ~~$500 million~~Markets ~~for~~and/or ~~the~~Client ~~first~~Services ~~quarter of 2002~~activities. ~~Commissions revenues were $209 million for the~~

19 Principal transactions, Commissions and net interest revenues increased 80% to $1,236 million for the second quarter of 2003 as compared to $688 million for the second quarter of 2002 driven by record revenues from fixed income products and a 73% increase in revenues from equity products. The near perfect fixed income market conditions in the second quarter of 2003 resulted in record customer driven volumes and strong performances in virtually all fixed income asset classes. Equity revenues benefited from the overall upward movement in U.S. equity market indices, which saw increases of 10 to 20% during the second quarter of 2003, and improvements in customer flow activities, primarily in convertibles.

~~first~~ Principal transactions revenues were $740 million for the second quarter of 2003 as compared to $~~231~~206 million for the ~~first~~second quarter of 2002. Commissions revenues were $248 million for the second quarter of 2003 as compared to $272 million for the second quarter of 2002. Interest and ~~Dividend~~dividend revenues were $12,~~950~~012 million for the ~~first~~second quarter of 2003 as compared to $2,~~274~~360 million for the second ~~first~~ quarter of 2002. Interest expense ~~was~~decreased to $1,~~751~~764 million for the ~~first~~second quarter of 2003 as compared to $2,~~055~~150 million for the ~~first~~second quarter of 2002.

The ~~decrease~~increase in Principal transactions revenues ~~over~~primarily ~~the~~reflects ~~prior~~record ~~year's~~fixed ~~first~~income ~~quarter~~revenues ~~resulted~~with ~~from~~significant ~~lower~~gains ~~mortgage related revenues recorded~~ in ~~the~~mortgage ~~first~~products, ~~quarter~~interest ofrate ~~2002~~derivatives, ~~partially~~high ~~offset~~yield and byhigh ~~strong~~grade ~~customer~~credit, ~~flow~~foreign inexchange ~~interest rate~~ and ~~credit products~~municipals. The decrease in Commissions revenues is ~~principally~~reflective ~~a result~~ of ~~lower~~reduced ~~customer~~demand ~~flow~~for ~~activity in~~ equity ~~trading~~products ~~volumes~~ as ~~investors continued~~compared towith ~~exit~~the ~~equity~~second ~~products~~quarter ~~for~~of ~~more defensive asset classes~~2002.

Interest and ~~dividend~~dividends revenues and Interest expense are afunctions ~~function~~ of the level and mix of total assets and liabilities, principally financial instruments owned and secured financing activities, the prevailing level of interest rates, as well as the term structure of the Company's financings. Interest and dividends revenues and Interest expense are integral components of the Company's overall customer flow activities. The decline in ~~interest~~Interest ~~revenue~~and dividend revenues and ~~interest~~Interest expense from the previous year is principally due to aan ~~decline~~overall decrease in interest rates ~~over~~between the ~~period~~periods. The ~~decrease~~18% increase in net interest revenue ~~of 9%~~ to $~~199~~248 million in the ~~first~~second quarter of 2003 from $~~219~~210 million in the ~~first~~second quarter of 2002 was principally due, ~~in part,~~ to ~~tightening of~~an ~~credit~~increase ~~spreads~~ in ~~the~~total ~~investment~~inventory ~~grade~~as ~~and~~compared ~~high~~to ~~yield~~the ~~sectors~~prior year.

Investment Banking

Investment ~~Banking~~banking revenues were $~~277~~346 million for the ~~first~~second quarter of 2003 as compared to $~~389~~344 million for the ~~first~~second quarter of 2002. Investment ~~Banking~~banking revenues result mainly from fees earned by the Company for underwriting public and private offerings of fixed income and equity securities, advising clients on M&A activities and other services. Investment ~~Banking~~banking revenues ~~decreased~~remained ~~29%~~relatively flat from the ~~first~~second quarter of 2002 reflecting ~~the~~decreased ~~continued~~activity ~~significant market weakness~~ in equity ~~underwriting~~origination and ~~low~~mergers ~~levels~~and ofacquisitions. ~~M&A~~Debt ~~advisory~~underwriting activities continued at robust levels reflecting the positive environment.

Non-Interest Expenses

Non-interest expenses were $~~744~~1,077 million for the ~~first~~second quarter of 2003, ~~down~~up 1339% from $~~860~~773 million for the ~~first~~second quarter of 2002. ~~Compensation~~Non-interest ~~and~~expenses ~~benefits~~for ~~expense~~the second quarter of 2003 include a $~~504~~31 million ~~decreased~~real ~~27%~~estate ~~from~~charge ($~~687~~17 million after-tax). This charge represents an adjustment of the real estate charge taken in the ~~first~~fourth quarter of 2002 asand areflects ~~result~~the offurther deterioration in the ~~27%~~sublease ~~decrease~~market for properties in ~~net~~New ~~revenues~~York ~~over~~since the ~~respective~~fourth ~~period~~quarter. Compensation and ~~benefit~~ benefits expense, asincreased ato ~~percentage~~$802 million offrom ~~net~~$531 million ~~revenues,~~in ~~remained at 51% for~~ the second quarter, ~~consistent~~of 2002 with ~~the~~compensation ~~first~~and ~~quarter~~benefits ofexpense ~~2002.~~as a

Nonpersonnel expenses were $240 million for the first quarter of 2003, up 39% compared to the first quarter of 2002. The increase is mainly attributable to higher technology and communications, occupancy and management fee expense. Technology and communications expense increased to $60 million for the first quarter of 2003 from $38 million for the first quarter of 2002, primarily due to amortization of new technology assets at the Company's new facilities and increased spending made to enhance the Company's capital markets trading platforms and technology infrastructure. Occupancy expense increased to $46 million during the first quarter of 2003 from $33 million during the first quarter of 2002, principally attributable to additional space to accommodate the growth in headcount resulting from the Company's expansion during the past several years as well as the increased cost of the Company's new facilities. Management fee expense increased in the first quarter of 2003 from the first quarter of 2002, primarily as a result of a net decrease in services provided by the Company to affiliates. 22

20percentage of revenues essentially unchanged at 50% in the second quarter of 2003 as compared to 51% in the second quarter of 2002.

Non personnel expenses were $275 million for the second quarter of 2003; essentially flat compared to the $242 million in the second quarter of 2002, excluding the $31 million real estate charge. During the second quarter of 2003 occupancy costs decreased over the prior year due to the Company's real estate reconfiguration in 2002. This decrease was offset by slightly higher expenses in almost all other non personnel expense categories.

Income Taxes

The Company recorded ana ~~income~~provision ~~tax~~for ~~provision~~income taxes of $56170 million for the ~~first~~second quarter of 2003 ~~versus~~as compared to $~~151~~71 million for the ~~first~~second quarter of 2002. ~~These provisions~~which resulted in effective tax rates of ~~22.9~~33% and ~~31.0~~26%, respectively. The ~~decrease~~increase in the effective tax rate is primarily due to ahigher ~~greater~~levels ~~impact~~ of ~~items~~income subject to ~~preferential~~ tax ~~treatment~~at marginal statutory onrates ain ~~lower~~the ~~level~~second quarter of ~~pretax income~~2003.

Segment Results—Three Months Ended ~~February~~May 2831, 2003 and ~~February~~May 2831, 2002

The Company is segregated into three business segments (each of which is described below): Investment Banking, Capital Markets and Client Services. Each segment represents a group of activities and products with similar characteristics. These business activities result in revenues from both institutional and high-net-worth retail clients, which are recognized across all revenue categories contained inon the ~~Company's~~ Consolidated Statement of Income. (Segment net revenues also contain certain internal allocations, including funding costs, which are centrally managed. For a further discussion of these allocations, see Note 89 to the Consolidated Financial Statements included in this ~~report~~Report.)

	Three Months Ended February 28, 2003											Three Months Ended February 28, 2002
	Three Months Ended May 31, 2003											Three Months Ended May 31, 2002
	Investment Banking		Capital Markets			Client Services			Total			Investment Banking		Capital Markets			Client Services			Total
(in millions)	Investment Banking		Capital Markets			Client Services			Total			Investment Banking		Capital Markets			Client Services			Total
	In millions
Principal transactions	$	—	$	598		$	142		$	740		$	—	$	75		$	131		$	206
Principal transactions	$	—	$	188		$	108		$	296		$	—	$	375		$	125		$	500
Investment banking		346		—			—			346			343		—			1			344
Interest and dividends		—		1,943			7			1,950			—		2,262			12			2,274
Commissions		—		183			65			248			—		216			56			272
Investment banking		277		—			—			277			389		—			—			389
Interest and dividends		—		2,002			10			2,012			—		2,351			9			2,360
Commissions		—		155			54			209			—		177			54			231
Other		—		3			5			8			—		4			6			10
Other		—		3			5			8			—		2			6			8
Total revenues		346		2,786			222			3,354			343		2,646			203			3,192
Total revenues		277		2,289			174			2,740			389		2,816			197			3,402
Interest expense		—		1,757			7			1,764			—		2,145			5			2,150
Interest expense		—		(1,747	)		(4	)		(1,751	)		—		(2,049	)		(6	)		(2,055	)
Net revenues		346		1,029			215			1,590			343		501			198			1,042
Net revenues		277		542			170			989			389		767			191			1,347
Non-interest expenses(1)		258		642			146			1,046			259		365			149			773
Non-interest expenses		215		399			130			744			261		464			135			860
Income before taxes(1)	$	88	$	387		$	69		$	544		$	84	$	136		$	49		$	269
Earnings before taxes (1)	$	62	$	143		$	40		$	245		$	128	$	303		$	56		$	487

(1): Excludes the impact of the $31 million pre-tax real estate charge

~~The~~In ~~following~~assessing ~~discussion~~the ~~provides~~performance of Capital Markets and Client Services, the Company evaluates Principal transactions, Commissions and net interest revenues in the aggregate. Decisions relating to Capital Markets and Client Services activities are based on an ~~analysis~~overall review of aggregate revenues, which includes an assessment of the potential gain or loss associated with a transaction including associated commissions, and the Interest and dividends revenues and Interest expense associated with financing or hedging the Company's ~~results~~positions. Therefore, the Company evaluates its net revenues from Principal transactions, Commissions and Interest and dividends revenues, offset by ~~segment~~related ~~for~~Interest expense, in the ~~above~~aggregate, ~~periods~~because the revenue classifications, when analyzed individually, may not be indicative of the performance of the Company's Capital Markets and Client Services activities.

In assessing the performance of Capital Markets and Client Services, the Company evaluates principal transactions, commissions and net interest revenues in the aggregate. Decisions relating to Capital Markets and Client Services activities are based on an overall review of aggregate revenues, which includes an assessment of the potential gain or loss associated with a transaction including associated commissions, and the interest revenue and expense associated with financing or hedging the Company's positions. Therefore, the Company evaluates its net revenues from Principal transactions, Commissions and Interest revenue, offset by related Interest expense, in the aggregate, because the revenue classifications, when analyzed individually, may not be indicative of the performance of the Company's Capital Markets and Client Services activities. 23

Investment Banking This segment's net revenues result from fees earned by the Company for underwriting public and private offerings of fixed income and equity securities, and advising clients on merger and acquisition activities and other services.

Investment Banking's ~~net~~Net revenues ~~decreased~~remained ~~29%~~relatively ~~during~~flat at $346 million for the ~~first~~second quarter of 2003 toas ~~$277 million~~compared ~~from~~to $~~389~~ 343 million in the ~~first~~second quarter of 2002., ~~Fixed~~as ~~income~~an ~~underwriting~~increase in ~~activity~~debt ~~remained~~underwriting ~~strong;~~activity ~~however, it~~ was ~~more than~~ offset by areduced ~~significant decrease in~~ equity underwriting ~~activity and a decline in M&A advisory activity~~.

INVESTMENT BANKING NET REVENUES

	Three Months Ended
	February 28 2003		February 28 2002
(in millions)	May 31 2003		May 31 2002
	(in millions)
Debt Underwriting	$	234	$	214
Debt Underwriting	$	185	$	187
Equity Underwriting		60		81
Equity Underwriting		38		133
M&A Advisory		52		48
M&A Advisory		54		69
	$	346	$	343
	$	277	$	389

Debt underwriting revenues ofincreased to $~~185~~234 million in the ~~first~~second quarter of 2003 ~~remained relatively flat~~ as compared to $~~187~~214 million in the ~~first~~second quarter 2002., and increased 26% from the first quarter of 2003. Fixed income originations remained at robust levels, as ~~low~~many ~~interest~~issuers ~~rates~~continued ~~and~~to ~~the~~take ~~narrowing~~advantage of ~~credit~~the ~~spreads~~low ~~caused~~interest ~~corporations~~rate ~~to accelerate their financing activities~~environment, ~~particularly ahead of~~ a ~~possible~~ ~~war~~flatter ~~with~~yield ~~Iraq.~~curve, ~~Investment~~tight ~~grade~~ credit spreads ~~tightened~~and strong byinvestor ~~approximately~~demand ~~30 bps during the first quarter of 2003 which also contributed to a favorable environment~~ for new ~~debt originations~~product.

Equity underwriting revenues were $3860 million in the ~~first~~second quarter of 2003, adown ~~decrease~~26% from the second quarter of ~~71%~~2002, ~~from~~but ~~$133 million~~58% inhigher than the first quarter ~~of 2002~~2003. The decrease in ~~equity~~ equity origination compared to the second quarter of 2002 was due to the continued weakness in the equity markets, as industry-wide volumes ~~decreased~~dropped ~~during the first quarter of 2003 compared~~ to ~~the~~their ~~first~~lowest ~~quarter~~quarterly oflevels ~~2002, with~~in ~~particular~~several ~~weakness in the initial public offering sector as corporations delayed deals amid the slumping equity markets~~years.

M&A advisory fees ofremained relatively flat at $5452 million ~~in the first quarter of 2003 decreased 22%~~ from $6948 million in the ~~first~~second quarter of 2002~~, consistent with the decline in industry-wide volumes which continue to be depressed due to weakened demand for strategic transactions, partially due to the devalued acquisition currency of clients~~.

Investment Banking pre-tax ~~earnings~~income of $6288 million in the ~~first~~second quarter of 2003 ~~decreased~~remained ~~52%~~relatively flat from $~~128~~84 million in the ~~first~~second quarter of 2002, as ~~a 29% decrease in~~ net revenues ~~was~~and ~~partially offset by an 18% decrease in~~ non-interest expenses. ~~The decrease in non-interest expenses primarily reflected reduced compensation and benefits associated with lower revenue levels and reduced headcount. Nonpersonnel expenses~~ were ~~down~~essentially ~~slightly as compared to the first quarter of 2002 as the Company continued to focus on minimizing discretionary spending in the current market environment~~unchanged.

Capital Markets This segment's earnings reflect institutional customer flow activities and secondary trading and financing activities related to fixed income and equity products. These products include a wide range of cash, derivative, secured financing and structured instruments. This segment also includes the Company's risk arbitrage business, as well as realized and unrealized gains and losses related to the Company's private equity investments.

CAPITAL MARKETS NET REVENUES

	Three Months Ended February 28, 2003							Three Months Ended February 28, 2002
	Three Months Ended May 31, 2003							Three Months Ended May 31, 2002
	Gross Revenues		Interest Expense			Net Revenues		Gross Revenues		Interest Expense			Net Revenues
(in millions)	Gross Revenues		Interest Expense			Net Revenues		Gross Revenues		Interest Expense			Net Revenues
	(in millions)
Fixed Income	$	2,239	($	1,507	)	$	732	$	2,117	($	1,786	)	$	331
Fixed Income	$	1,918	$	(1,494	)	$	424	$	2,406	$	(1,709	)	$	697
Equities		547		(250	)		297		529		(359	)		170
Equities		371		(253	)		118		410		(340	)		70
	$	2,786	($	1,757	)	$	1,029	$	2,646	($	2,145	)	$	501
	$	2,289	$	(1,747	)	$	542	$	2,816	$	(2,049	)	$	767

Capital Markets' net revenues were $~~542~~1,029 million for the ~~first~~second quarter of 2003, aan ~~decrease~~increase of 29105% from the ~~first~~second quarter of 2002, ~~resulting~~reflecting ~~from~~record aperformance ~~decrease~~ in fixed income ~~revenues~~ ~~from~~and ~~the~~improved ~~previous~~performance ~~year's record first quarter results, partially offset by an increase~~ in equities ~~net revenues~~.

Net revenues from the fixed income component of Capital Markets in the first quarter of 2003 decreased by 39% from the record results recognized in the first quarter of 2002, which included higher mortgage related revenues. During the first quarter of 2003 the Company continued to experience strong levels of institutional customer flow activity as narrowing credit spreads contributed to solid revenues from credit and interest rate derivative products as investors sought to diversify and hedge their risks. 24

~~Net~~The ~~revenues~~fixed ~~from~~income ~~the equities~~ component of Capital Markets ~~were $118 million~~ in the ~~first~~second quarter of 2003, uprealized 69a third consecutive quarter of record results as net revenues increased 121% from the second quarter of 2002 and 73% over the first quarter of ~~2002~~2003. ~~Favorable~~The ~~performance~~increase inover ~~convertible products~~the ~~and~~prior ~~private~~year ~~equity~~was ~~investments~~principally ~~contributed~~driven by near optimal market conditions which led to ~~the~~record ~~increase~~customer indriven ~~revenues~~volumes ~~(convertible~~and ~~bonds,~~strong performances ain ~~more~~virtually ~~defensive~~all asset ~~class,~~classes. ~~benefited~~The ~~from~~second ~~tightening~~quarter ~~credit~~of ~~spreads~~2003 ~~and~~saw ~~higher~~a ~~secondary~~decline ~~trading activity~~in ~~resulting~~the ~~from~~absolute ~~strong~~levels ~~new~~of ~~issuance~~interest ~~activity)~~rates as the U.S. Treasury rate hit a 45 year low, ~~partially~~and ~~offset~~credit byspreads tightened ~~weaker~~significantly with spreads on U.S. ~~cash~~investment ~~product~~grade ~~revenues~~and ~~given~~high ~~the~~yield ~~current~~bonds ~~market~~decreasing ~~environment.~~33 ~~The~~basis ~~Company~~points ~~continued~~and to153 ~~increase~~basis ~~its~~points, ~~secondary~~respectively, from end of first quarter 2003 levels. These ~~market~~conditions ~~share~~resulted in ~~both~~increased ~~listed~~customer ~~and~~flow ~~NASDAQ~~trading ~~to 7.3%~~activity and ~~3.8%~~revenues from mortgage products, ~~respectively~~interest rate derivatives, ~~from~~high ~~6.6%~~yield and 3high grade credit, foreign exchange and municipals.7% Increased revenues in ~~the~~mortgage ~~first~~related ~~quarter~~products were driven by continued strength in securitization activity and distribution of ~~2002~~various mortgage loan products, particularly in the residential sector. Interest ~~Equity~~rate ~~capital~~derivatives ~~markets~~had ~~revenues~~a ~~also~~record ~~improved~~quarter as ~~revenues~~origination onclients ~~private~~used ~~equity~~derivatives ~~investments~~to ~~were~~customize ~~relatively~~a ~~flat~~significant volume of refinancings and investors increased their utilization of such products in response to the higher volatility levels. The volatility in the currency markets during the second quarter of 2003 drove increased customer flow activities. In municipals, state and local deficits ~~versus~~drove ~~losses~~a strong issuance calendar, which, in ~~2002~~turn, drove increased secondary market trading activity.

~~Capital~~Net ~~Markets~~revenues ~~pre-tax~~from ~~earnings~~the equities component of Capital Markets were $~~143~~297 million in the ~~first~~second quarter of 2003, ~~decreased~~up 5375% from ~~pre-tax~~the ~~earnings of~~ $~~303~~170 million in the ~~first~~ second quarter of 2002,. Equity indices rallied in the second quarter of 2003 as ~~net~~the ~~revenues~~end ~~decreased~~of ~~29%~~the ~~while~~Iraq ~~non-interest~~conflict ~~expenses~~and ~~declined~~improved ~~only~~corporate ~~14%~~earnings brought investors off the sidelines. The ~~decrease~~increase was principally due to increases in ~~non-interest~~convertibles, ~~expenses~~and ~~primarily~~cash ~~reflected~~products ~~reduced~~as ~~compensation~~well as an improvement in performance in private equity investments. Convertibles benefited from improved credit markets and increased new issuance activity which ~~benefits~~led ~~associated~~to increased secondary trading as investors sought defensive assets with ~~lower~~upside ~~revenue~~potential. ~~levels~~In addition, equity capital markets revenues increased due to improvements in the Company's private equity portfolio relating to certain publicly traded investments.

Capital Markets pre-tax earnings of $387 million in the second quarter of 2003 increased 185% from pre-tax earnings of $136 million in the second quarter of 2002 driven by higher net revenues. Capital Markets non-interest expenses increased 76% during the second quarter of 2003 to $642 million from $365 million in the second quarter of 2002 driven primarily by an increase in compensation and benefits.

Interest and Dividends The Company evaluates the performance of its Capital Markets business revenues in the aggregate, including Principal transactions, Commissions and net interest. Substantially all of the Company's net interest is allocated to its Capital Markets segment. Decisions relating to these activities are based on an overall review of aggregate revenues, which includes an assessment of the potential gain or loss associated with a transaction, including associated commissions, and the interest revenue and expense associated with financing or hedging the Company's positions; therefore caution should be utilized when analyzing revenue categories individually.

Interest and ~~dividend~~dividends revenues ~~and expenses~~ for Capital Markets businesses decreased by ~~14% and~~ 15%, ~~respectively~~ from the ~~first~~ quarter of 2002, while Interest expense decreased by 18% over this same period, reflecting the decline in interest rates from the previous year's ~~first~~second quarter of approximately 50 basis points. Net interest revenue ~~decreased~~increased 819% to $~~196~~245 million in the ~~first~~second quarter of 2003, ~~principally~~benefiting from asthe ~~result~~change ofin ~~tightening~~inventory ofmix ~~credit~~to ~~spreads~~higher inlevels ~~the~~of ~~investment~~interest-bearing ~~grade and high yield sectors~~assets.

2325

Client Services Client Services net revenues reflect earnings from the Company's Private Client and Private Equity businesses. Private Client net revenues reflect the Company's high-net-worth retail customer flow activities as well as asset management fees. Private Equity net revenues include the management and incentive fees earned in the Company's role as general partner for private equity partnerships.

Client Services net revenues were $~~170~~ 215 million in the ~~first~~second quarter of 2003, ~~compared~~a to9% ~~$191 million~~increase incompared ~~the first quarter of 2002. Private Client net revenues decreased 12%~~ to $~~169~~ 198 million in the ~~first~~second quarter of ~~2003 from the first quarter of~~ 2002~~, as economic and geopolitical uncertainties led to reduced levels of equity activity by clients~~. ~~However, customer~~Customer flow activity in fixed income products reached record levels, as ~~customers~~investors ~~remained~~in ~~invested~~search ~~through~~of ~~re-positioning~~yield ~~their~~continued ~~portfolios~~to ~~into~~reallocate ~~more defensive asset classes~~assets.

CLIENT SERVICES NET REVENUES

	Three Months Ended
	February 28 2003		February 28 2002
(in millions)	May 31 2003		May 31 2002
	(in millions)
Private Client	$	215	$	197
Private Client	$	169	$	191
Private Equity		—		1
Private Equity		1		—
	$	215	$	198
	$	170	$	191

Client Services pre-tax earnings of $4069 million ~~decreased~~increased 2941% in the ~~first~~second quarter of 2003 from $5649 million in the ~~first~~second quarter of 2002, asdriven ~~an 11%~~by ~~decrease in~~ increased net revenues ~~was partially offset by a 4% decrease in non-interest expenses~~. Non-interest expenses ~~decreased~~remained 4%relatively tounchanged ~~$130 million in the first quarter of 2003~~ as compared to ~~$135 million in~~ the ~~first~~prior ~~quarter of 2002, primarily due to a decrease in compensation expenses as a result of a decline in average headcount from the previous~~ year~~'s first quarter~~.

Results of Operations
For the Six Months Ended May 31, 2003 and May 31, 2002

The Company reported net income of $531 million for the six months ended May 31, 2003, a decrease of 1% as compared to $534 million for the six months ended May 31, 2002. These results included a $31 million pre-tax real estate charge, ($17 million after-tax) associated with the Company's previous decision to dispose of certain excess real estate. During the six month period, the Company continued its disciplined approach with regard to its core competencies in expense, risk and liquidity management.

Net Revenues

Net revenues were $2,583 million for the first six months of 2003 as compared to $2,417 million for the first six months of 2002. Revenues increased 7% compared to the prior year's levels, reflecting a strong performance in what remains a very difficult operating environment.

Principal Transactions, Commissions and Net Interest Revenues

The Company evaluates the performance of its Capital Markets and Client Services revenues in the aggregate, including Principal transactions, Commissions and net interest. Decisions relating to these activities are based on a review of aggregate revenues, which includes an assessment of the potential gain or loss associated with a transaction, including associated commissions, and the Interest and dividends revenue and Interest expense associated with financing or hedging the Company's positions. Therefore, the Company evaluates its net revenues from Principal transactions, Commissions and Interest and dividends revenues, offset by Interest expense, in the aggregate. Caution should be used when analyzing these revenue categories individually, as they may not be indicative of the performance of the Company's overall Capital Markets and Client Services activities.

Principal transactions, Commissions and net interest revenues increased 17% to $1,944 million for the first six months of 2003 as compared to $1,666 million for the first six months of 2002, reflecting robust fixed income customer flow activities, offset by continued weakness in the equities markets. Fixed

income products benefited from the rally in U.S. Treasuries and the narrowing of credit spreads, as investors continued to be risk averse. These conditions contributed to strong customer flow activity and improved results, particularly in interest rate products and high grade and high yield bonds. In addition, there was improved performance from mortgage products driven by continued strength in securitization activity as a result of historically low interest rate levels. Revenues from equity products improved on stronger customer activity, primarily in convertibles. The Company also continued to improve its market share in both listed and NASDAQ trading volumes during the first six months of 2003.

Within these amounts, Principal transactions revenues were $1,040 million for the first six months of 2003 as compared to $734 million for the first six months of 2002. Commissions revenues were $457 million for the first six months of 2003 as compared to $503 million for the first six months of 2002. Interest and dividend revenues were $3,961 million for the first six months of 2003 as compared to $4,634 million for the first six months of 2002. Interest expense was $3,514 million for the first six months of 2003 as compared to $4,205 million for the second quarter of 2002.

The increase in Principal transactions revenues reflects improved trading revenue in nearly all fixed income products. The decrease in Commissions revenues is principally a result of lower customer flow activity in equity trading volumes, as investors continued to move toward more defensive asset classes during the first six months of 2003.

Interest and dividend revenues and Interest expense are functions of the level and mix of total assets and liabilities, principally financial instruments owned and secured financing activities, the prevailing level of interest rates, as well as the term structure of the Company's financings. Interest and dividends revenues and Interest expense are integral components of the Company's overall customer flow activities. The decline in Interest and dividends revenues and Interest expense from the previous year is principally due to a decline in interest rates over the period. The increase in net interest revenue of 4% to $447 million in the first six months of 2003 from $429 million in the first six months of 2002 was due to a change in inventory mix to higher levels of interest bearing assets in response to continued shifts in customer asset preferences.

Investment Banking

Investment banking revenues were $623 million for the first six months of 2003 as compared to $733 million for the first six months of 2002. Investment banking revenues result mainly from fees earned by the Company for underwriting public and private offerings of fixed income and equity securities, advising clients on M&A activities and other services. Investment banking revenues decreased 15% from the first six months of 2002 reflecting the continued market weakness in equity underwriting, partially offset by stronger debt underwriting levels.

Non-Interest Expenses

Non-interest expenses were $1,825 million for the first six months of 2003, up 10% from $1,661 million for the first six months of 2002. Non-interest expenses for the first six months of 2003 include a $31 million real estate charge ($17 million after-tax). This charge represents an adjustment of the real estate charge taken in the fourth quarter of 2002 and reflects the further deterioration in the sublease market for properties in New York since the fourth quarter. Compensation and benefits expense of $1,306 million increased 7% from $1,218 million in the first six months of 2002 as a result of the 7% increase in net revenues over the same period.

Nonpersonnel expenses were $519 million for the first six months of 2003, up 17% compared to the first six months of 2002. Technology and communication expense increased to $120 million for the first six

months of 2003 from $89 million for the first six months of 2002, primarily due to amortization of new technology assets at the Company's new facilities and increased spending associated with the enhancement of the Company's capital markets trading platforms and technology infrastructure. Brokerage and clearance fees increased 7% in the first six months of 2003 as a result of higher volumes across many fixed income products. Professional fees increased 31% in the first six months of 2003 as a result of legal and accounting and audit fees.

Income Taxes

The Company recorded a provision for income taxes of $227 million for the first six months of 2003 versus $222 million for the first six months of 2002. This provision resulted in effective tax rates of 30% and 29% respectively. The increase in the effective tax rate is primarily due to a higher level of income subject to marginal statutory rates in the first six months of 2003.

Segment Results—Six Months Ended May 31, 2003 and May 31, 2002

The Company is segregated into three business segments (each of which is described below): Investment Banking, Capital Markets and Client Services. Each segment represents a group of activities and products with similar characteristics. These business activities result in revenues from both institutional and high-net-worth retail clients, which are recognized across all revenue categories contained on the Consolidated Statement of Income. (Segment net revenues also contain certain internal allocations, including funding costs, which are centrally managed. For further discussion of these allocations, see Note 9 to the Consolidated Financial Statements included in this Report.)

	Six Months Ended May 31, 2003								Six Months Ended May 31, 2002
(in millions)	Investment Banking		Capital Markets		Client Services		Total		Investment Banking		Capital Markets		Client Services		Total
Principal transactions	$	—	$	790	$	250	$	1,040	$	—	$	478	$	256	$	734
Investment banking		622		—		1		623		732		—		1		733
Commissions		—		339		118		457		—		392		111		503
Interest and dividends		—		3,944		17		3,961		—		4,613		21		4,634
Other		—		6		10		16		—		6		12		18

Total revenues		622		5,079		396		6,097		732		5,489		401		6,622
Interest expense		—		3,504		10		3,514		—		4,193		12		4,205

Net revenues		622		1,575		386		2,583		732		1,296		389		2,417
Non-interest expenses(1)		472		1,045		277		1,794		520		857		284		1,661

Income before taxes(1)	$	150	$	530	$	109	$	789	$	212	$	439	$	105	$	756

(1): Excludes the impact of the $31 million pre-tax real estate charge

In assessing the performance of Capital Markets and Client Services, the Company evaluates Principal transactions, Commissions and net interest revenues in the aggregate. Decisions relating to Capital Markets and Client Services activities are based on an overall review of aggregate revenues, which includes an assessment of the potential gain or loss associated with a transaction including associated commissions, and the Interest and dividends revenues and Interest expense associated with financing or hedging the Company's positions. Therefore, the Company evaluates its net revenues from Principal transactions, Commissions and Interest and dividends revenue, offset by related Interest expense, in the aggregate, because the revenue classifications, when analyzed individually, may not be indicative of the performance of the Company's Capital Markets and Client Services activities.

Investment Banking's net revenues decreased 15% during the first half of 2003 to $622 billion from $732 million in the first half of 2002 due principally to lower equity underwriting activity.

INVESTMENT BANKING NET REVENUES

	Six Months Ended
(in millions)	May 31 2003		May 31 2002
Debt Underwriting	$	418	$	401
Equity Underwriting		99		214
M&A Advisory		105		117

	$	622	$	732

Debt underwriting revenues increased slightly in the first six months of 2003 as compared to the first six months 2002. Fixed income originations remained at robust levels as low interest rates and the narrowing of credit spreads caused corporations to accelerate their financing activity. Investment grade underwriting activity was particularly strong, with market volumes increasing 16% from the first six months of 2002, as issuers took advantage of tighter credit spreads.

Equity underwriting revenues were $99 million in the first six months of 2003, down 54% from the first six months of 2002. The decrease in equity origination was due to the continued weakness in the global equity markets, as industry-wide volumes dropped to their lowest quarterly levels in several years. Industry-wide global equity market volumes decreased 45% during the first six months of 2003 as compared to the first six months of 2002, with particular weakness in the IPO sector as corporations delayed deals amid the slumping equity markets.

M&A advisory fees decreased 10% in first six months 2003 compared to the first six months of 2002. M&A activity continued to be hampered by lackluster economic data and geopolitical concerns, resulting in industry wide market volume for completed transactions in the first six months of 2003 at its lowest in over five years. M&A completed volume was down 19% from the first six months of 2002.

Investment Banking pre-tax earnings of $150 million in the first six months of 2003 decreased 29% from $212 million in the first six months of 2002, as a 15% decrease in net revenues was only partially offset by a 9% decrease in non-interest expenses. The decrease in non-interest expenses primarily reflected reduced compensation and benefits associated with lower revenue levels and reduced headcount. Nonpersonnel expenses were down slightly as compared to the first half of 2002 as the Company continued to focus on minimizing discretionary spending in the current market environment.

CAPITAL MARKETS NET REVENUES

	Six Months Ended May 31, 2003							Six Months Ended May 31, 2002
(in millions)	Gross Revenues		Interest Expense			Net Revenues		Gross Revenues		Interest Expense			Net Revenues
Fixed Income	$	4,162	($	3,002	)	$	1,160	$	4,551	($	3,495	)	$	1,056
Equities		917		(502	)		415		938		(698	)		240

	$	5,079	($	3,504	)	$	1,575	$	5,489	($	4,193	)	$	1,296

Capital Markets net revenues were $1,575 million for the first six months of 2003, an increase of 22% from the second quarter of 2002, reflecting record performance in fixed income and improved performance in equities. Institutional customer flow activity increased in fixed income products as spreads tightened causing the market to pursue high yields. In equity products, increases in convertibles and in U.S. listed market share helped drive the net revenue increase.

Net revenues for the fixed income component of Capital Markets in the first six months of 2003 exceeded the first six months of 2002 by 10%. The increase was principally driven by a strong level of institutional customer flow activity, as historically low interest rates and narrowing credit spreads contributed to increased trading activity and revenues from interest rate, high grade, high yield and mortgage products. Revenues from the mortgage business continued to be bolstered by a strong volume of refinancings and heavy investor demand for secondary products. Credit and interest rate derivative products were also strong as investors sought to diversify and hedge their risks.

Net revenues from the equities component of Capital Markets were $415 million in the first six months of 2003, up 73% from the first six months of 2002. U.S. equity indices increased slightly from year end 2002, while European and Asian indices have declined. Favorable performance in convertibles contributed to the increase in revenues, driven by improved credit markets and strong customer activity on the heels of increased new issuance activity.

Capital Markets pre-tax earnings of $530 million in the first six months of 2003 increased 21% from pre-tax earnings of $439 million in the first six months of 2002, driven by a 22% increase in net revenues. Capital Markets non-interest expenses increased 22% during the first six months of 2003 to $1,045 million from $857 million in the first six months of 2002, primarily due to an increase in compensation and benefits expense associated with the increase in net revenues. In addition, nonpersonnel expenses increased principally due to higher brokerage and clearance costs associated with higher volumes in certain fixed income products.

Interest and dividend revenues for Capital Markets businesses decreased by 15% from the first six months of 2002, while Interest expense decreased by 16% over this same period, reflecting the decline in interest rates from the previous year. Net interest revenue increased 5% to $440 million in the first six months of 2003, benefiting from the steepening yield curve environment, which reduced short-term financing costs, coupled with a change in inventory mix to higher levels of interest-bearing assets and lower equity inventory levels.

Client Services net revenues were $386 million in the first six months of 2003, compared to $389 million in the first six months of 2002. Private Client net revenues remained relatively flat at $385 million in the first six months of 2003 from the $388 in the first six months of 2002 as record fixed income activity was offset by lower equity sales.

CLIENT SERVICES NET REVENUES

	Six Months Ended
(in millions)	May 31 2003		May 31 2002
Private Client	$	385	$	388
Private Equity		1		1

	$	386	$	389

Client Services pre-tax earnings of $109 million increased in the first six months of 2003 up from $105 million in the first six months of 2002. Client services net revenue and non-interest expenses of $386 million and $277 million were relatively flat in the first six months of 2003 as compared to $389 million and $284 million in the first six months of 2002.

Contingencies, Commitments and Other Guarantees

Lending Related Commitments

In connection with its financing activities, the Company had outstanding commitments under certain lending arrangements of approximately $2.1 billion and $1.1 billion at ~~February~~May 2831, 2003 and November 30, 2002, respectively. These commitments require borrowers to provide acceptable collateral, as defined in the agreements, when ~~amounts~~ amounts are drawn under the lending facilities. Advances made under the above lending arrangements are typically at variable interest rates and generally provide for over-collateralization ~~based~~ based upon the borrowers' creditworthiness. In addition, at ~~February~~May 2831, 2003 the Company had commitments to enter into forward starting secured reverse repurchase and repurchase agreements, ~~principally~~ principally secured by government and government agency collateral, of $8639.60 billon and $4831.53 billion, respectively, as compared to $68.6 billion and $38.1 billion, respectively, at at November 30, 2002.

24 The Company had credit risk associated with lending commitments to investment grade borrowers (after consideration of hedges) of $1.9 billion and $2.6 billion at May 31, 2003 and November 30, 2002, respectively. In addition, the Company had credit risk associated with lending commitments to non-investment grade borrowers (after consideration of hedges) of $1.3 billion and $1.1 billion at May 31, 2003 and November 30, 2002, respectively. Before consideration of hedges, the Company had commitments to investment and non-investment grade borrowers of $5.3 billion and $1.4 billion as compared to $6.2 billion and $1.2 billion at May 31, 2003 and November 30, 2002, respectively. The Company had available undrawn borrowing facilities with third parties of approximately $2.6 billion at May 31, 2003 and $2.8 billion at November 30, 2002, which can be drawn upon to provide funding for

Inthese ~~addition, the Company provided high yield contingent~~ commitments ~~related to acquisition financing of approximately $0~~.~~5 billion~~ ~~and~~These ~~$2.8 billion~~funding atfacilities ~~February 28, 2003~~contain ~~and~~limits ~~November 30,~~for ~~2002.~~certain ~~The~~concentrations ~~Company's~~of ~~intent is~~counterparty, ~~and~~industry ~~its~~or ~~past practice has been, to sell down significantly all the~~ credit ~~risk~~ratings ~~associated with these loans, if closed, through loan syndications consistent with the Company's credit facilitation framework. These commitments are not indicative~~ of the ~~Company's~~underlying ~~actual risk as the borrower's ability to draw is subject to there being no material adverse change in either market conditions or the borrower's financial condition, among other factors~~loans. ~~In addition, these commitments contain certain flexible pricing features in order to further adjust for changing market conditions prior to closing.~~

~~Aggregate~~In ~~lending~~addition, ~~related~~the Company provided high yield contingent commitments asrelated to acquisition financing of ~~February~~approximately $1.6 28billion and $2.8 billion at May 31, 2003 and byNovember 30, ~~maturity~~2002, respectively. The Company's intent is, and its past practice has been, to sell down significantly all the credit risk associated with these loans, if closed, through loan syndications consistent with the Company's credit facilitation framework. These commitments are not indicative of the Company's actual risk as ~~follows:~~the borrower's ability to draw is subject to there being no material adverse change in either market conditions or the borrower's financial condition, among other factors. In addition, these commitments contain certain flexible pricing features in order to further adjust for changing market conditions prior to closing.

				Amount of Commitment Expiration Per Period
February 28, 2003		Total Contractual Amount		Remaining 2003		2004- 2006		2007- 2008		2009 Thereafter
		(in millions)
Lending commitments:
	High grade	$	5,611	$	3,186	$	1,612	$	813	$	—
	High yield lending		1,307		336		636		244		91
	Contingent acquisition facilities		476		476		—		—		—
	Secured lending transactions, including forward starting resale and repurchase agreements		137,240		127,223		9,088		800		129

Aggregate lending related commitments as of May 31, 2003 by maturity are as follows:

				Amount of Commitment Expiration Per Period
(in millions)		Total Contractual Amount		Remaining 2003		2004- 2006		2007- 2008		2009 & Thereafter
Lending commitments:
	High grade	$	5,302	$	1,470	$	3,000	$	832	$	—
	High yield		1,421		302		558		318		243
	Contingent acquisition facilities		1,616		1,616		—		—		—
	Secured lending transactions, including forward starting resale and repurchase agreements		72,380		55,975		15,946		330		129

Other Commitments and Guarantees

In accordance with FIN 45, the Company is required to disclose guarantees, including derivative contracts, that require the Company to make payments to a ~~counterpart~~counterparty based on changes in an underlying (e.g., security prices, interest rates and currency rates). Derivatives that meet the FIN 45 definition of a guarantee include credit default swaps, written put options, written FX options and written interest rate caps and floors. According to FIN 45, derivatives are not considered guarantees if such contracts are cash settled and the Company has no basis to determine that it is probable that the derivative counterparty held the related underlying instrument. Accordingly, if these conditions were met, the Company has not included such derivatives contracts in the table below.

At ~~February~~May 2831, 2003, the maximum payout value of derivative contracts deemed to meet the FIN 45 definition of a guarantee was approximately $~~242~~247 billion. For purposes of determining maximum payout, notional values were utilized; however, the Company believes that the fair value of these contracts is a more relevant measure of these obligations. At ~~February~~May 2831, 2003, the fair value of such derivative contracts approximated $46.04 billion. The Company believes that these notional amounts greatly overstate the Company's expected payout. In addition, all amounts included above are before consideration of hedging transactions. These derivative contracts are generally highly liquid and the Company has substantially mitigated its risk on these contracts through hedges, such as other derivative contracts and/or cash instruments. The Company manages risk associated with derivative guarantees consistent with the Company's global risk management policies. The Company records derivative contracts, including those considered to be guarantees under FIN 45, on a fair value basis with related gains/losses recognized in Principal transactions on the Consolidated statement of income.

2532

~~the~~ The Company's ~~expected~~had ~~payout.~~liquidity Incommitments ~~addition, all amounts included above are before consideration~~ of ~~hedging~~approximately ~~transactions~~$1.9 billion ~~These~~related ~~derivative~~to ~~contracts~~trust ~~are~~certificates ~~generally~~backed ~~highly~~by ~~liquid~~investment ~~and~~grade ~~the~~municipal ~~Company~~securities ~~has substantially~~at ~~mitigated~~May 31, ~~its risk on these contracts through hedges~~2003, ~~such~~ as compared ~~other~~to ~~derivative~~$0.6 billion ~~contracts~~at ~~and/or~~November 30, ~~cash instruments~~2002. The Company's ~~manages~~obligation ~~risk~~under ~~associated~~such ~~with~~liquidity ~~derivative~~commitments ~~guarantees consistent~~is ~~with~~generally ~~the~~less ~~Company's~~than ~~global~~one ~~risk~~year ~~management~~and ~~policies.~~is ~~The~~typically ~~Company~~further ~~records~~limited ~~derivative~~by ~~contracts,~~the ~~including~~fact ~~those~~that the ~~considered~~Company's toobligation beceases ~~guarantees~~if ~~under~~the ~~FIN~~underlying ~~45,~~assets onare adowngraded ~~fair~~below ~~value~~investment ~~basis~~grade ~~with~~or ~~related gains/losses recognized in Principal transactions revenues~~default.

AtAs ~~February 28, 2003, the Company had liquidity commitments~~ of ~~approximately $1.5~~May ~~billion related to trust certificates backed by investment grade municipal securities~~31, ~~as compared~~2003 toand ~~$0.6 billion at~~ November 30, 2002., ~~The~~the Company's ~~obligation~~was ~~under~~contingently ~~such~~liable ~~liquidity~~for ~~commitments~~$0.8 billion isof ~~generally~~letters ~~less~~of ~~than~~credit, ~~one~~primarily ~~year~~used ~~and~~to isprovide ~~typically~~collateral ~~further limited by the fact that~~for ~~the~~securities ~~Company's~~and ~~obligation~~commodities ~~ceases~~borrowed ifand ~~the~~to ~~underlying~~satisfy ~~assets~~margin ~~are~~deposits ~~downgraded~~at ~~below~~option ~~investment~~and ~~grade~~commodity ~~or default~~exchanges.

As of ~~February~~May 2831, 2003 and November 30, 2002, the Company ~~was~~had ~~contingently~~commitments ~~liable~~to ~~for~~invest up to $~~0.8~~197 ~~billion~~million ofand ~~letters~~$384 million, ~~of credit~~respectively, ~~primarily~~directly ~~used~~and tothrough partnerships ~~provide~~in ~~collateral~~private ~~for securities~~equity ~~and~~related ~~commodities~~investments. ~~borrowed~~These ~~and~~commitments towill ~~satisfy~~be ~~margin~~funded, ~~deposits~~in atwhole ~~option~~or ~~and~~in ~~commodity~~part, ~~exchanges~~as required through the end of the respective investment periods, principally expiring in 2004.

AsIn the normal course of ~~February 28,~~business ~~2003~~the Company provides guarantees to securities clearinghouses and ~~November 30,~~exchanges. ~~2002,~~These guarantees are generally required under the ~~Company~~standard ~~had~~membership agreements, ~~commitments~~such tothat ~~invest~~members upare required to ~~$136 million~~guarantee ~~and~~the ~~$384 million,~~performance ~~respectively~~of other members. To mitigate these performance risks, ~~directly~~the exchanges and ~~through partnerships~~clearinghouses inoften ~~private~~require ~~equity~~members ~~related~~to ~~investments~~post collateral. ~~These~~The ~~commitments~~Company's ~~will~~obligation beunder ~~funded,~~such inguarantees ~~whole~~could orexceed inthe ~~part,~~collateral asamounts ~~required~~posted; ~~through~~however, the ~~end~~potential offor the ~~respective~~Company ~~investment~~to ~~periods,~~be ~~principally~~required ~~expiring~~to inmake payments under such guarantees is ~~2004~~deemed remote.

In ~~the~~connection ~~normal~~with ~~course~~certain ofasset ~~business~~sales and securitization transactions, the Company ~~provides~~is ~~guarantees~~often required to ~~securities~~make ~~clearinghouses~~representations and ~~exchanges.~~warranties ~~These~~about ~~guarantees~~the ~~are~~assets ~~generally~~conforming ~~required~~to ~~under~~specified guidelines. ~~the~~If ~~standard~~it ~~membership agreements,~~is ~~such~~later determined that ~~members~~the ~~are~~underlying ~~required~~assets fail to ~~guarantee~~conform to the ~~performance~~specified ofguidelines, ~~other~~the ~~members.~~Company Tomay ~~mitigate~~have ~~these~~an ~~performance~~obligation ~~risks,~~to repurchase the ~~exchanges~~assets ~~and~~or ~~clearinghouses~~indemnify ~~often~~the ~~require~~purchaser ~~members~~against toany ~~post collateral~~losses. ~~The~~To ~~Company's~~mitigate ~~obligation~~these risks, ~~under~~to ~~such~~the ~~guarantees~~extent ~~could~~that ~~exceed~~ the ~~collateral~~assets ~~amounts~~being ~~posted;~~securitized ~~however~~may ~~the~~have ~~potential~~been ~~for~~originated by third parties, the Company seeks to beobtain ~~required~~appropriate torepresentations ~~make~~and ~~payments~~warranties ~~under~~from ~~such~~these ~~guarantees~~third isparties upon ~~deemed~~acquisition ~~remote~~of such assets.

InOther ~~connection~~Commitments ~~with certain asset sales~~ and ~~securitization~~Guarantees ~~transactions,~~as ~~the~~of Company is often required to make representations and warranties about the assets conforming to specified guidelines. If it is later determined that the underlying assets fail to conform to the specified guidelinesMay 31, ~~the~~2003 ~~Company~~are ~~may~~as ~~have~~follows: an obligation to repurchase the assets or indemnify the purchaser against any losses. To mitigate these risks, to the extent that the assets being securitized may have been originated by third parties, the Company will seek to obtain appropriate representations and warranties from these third parties upon acquisition of such assets.

Other Commitments and Guarantees as of February 28, 2003 are as follows:

			Expiration Period
(in millions)	Notional/ Maximum Payout		Remaining 2003		2004- 2006		2007- 2008		2009 & Thereafter
Derivative contracts	$	246,886	$	23,733	$	78,421	$	31,995	$	112,737
Municipal securities related liquidity commitments		1,858		1,265		250		—		343
Standby letters of credit		784		542		242		—		—
Private equity investments		197		74		123		—		—
Long-term debt maturities		7,904		1,835		4,899		1,170		—

			Expiration Period
February 28, 2003	Notional Maximum Payout		Remaining 2003		2004- 2006		2007- 2008		2009 Thereafter
	(in millions)
Derivative contracts	$	241,581	$	56,027	$	80,913	$	37,343	$	67,298
Municipal securities related liquidity commitments		1,537		1,068		143		—		326
Standby letters of credit		788		573		215		—		—
Private equity investments		136		—		136		—		—
Long-term debt maturities		8,155		2,102		4,904		1,149		—

Off-Balance Sheet Arrangements

For a discussion of the Company's use of derivative instruments and the risks related thereto, see Note 11 to the 2002 Consolidated Financial Statements (Derivative Financial Instruments) and the Off-Balance Sheet Arrangements section of Management's Analysis of Results of Operations included in the Form 10-K.

Involvement with SPEs Special purpose entities ("SPEs") are corporations, trusts or partnerships which are established for a limited purpose. SPEs by their nature generally do not provide equity owners with significant voting powers, as the SPE documents govern all material decisions.

The majority of the Company's involvement with SPEs relates to securitization transactions meeting the SFAS 140 definition of a qualifying special purpose entity ("QSPE"). A QSPE can generally be described as an entity with significantly limited powers which are intended to limit it to passively holding financial assets and distributing cash flows based upon pre-set terms. Based upon the guidance in SFAS 140, the Company is not required to and does not consolidate such QSPEs. Rather, the Company accounts for its involvement with QSPEs under a financial components approach in which the Company recognizes only its retained involvement with the QSPE. The Company accounts for such retained interests at fair value with changes in fair value reported in earnings.

The Company is a market leader in mortgage (both residential and commercial), municipal and other asset-backed securitizations which are principally transacted through QSPEs. During the ~~first~~six ~~three~~ months ended ~~February~~May 31, 2003 and 2002, the Company securitized approximately $2968 billion and $2453 billion of financial assets, including: $2561 billion and $1539 billion of residential mortgages, $12 billion and $12 billion of commercial mortgages, and $35 billion and $812 billion of other asset-backed financial instruments, respectively. As of ~~February~~ May 2831, 2003 and November 30, 2002, the Company had approximately $~~0.5~~644 ~~billion~~million and $1.1 billion, respectively, of non-investment grade retained interests from its securitization activities. The Company records its trading assets, including retained interests, on a mark-to-market basis, with related gains or losses recognized in Principal transactions inon the Consolidated Statement of Income. (See Note 45 to the Consolidated Financial Statements included in this Report.)

Critical Accounting Policies

The SEC has proposed rules to require disclosures associated with critical accounting polices which are most important in gaining an understanding of an entity's financial statements. The following is a summary of the Company's critical accounting policies. For a full description of these and other accounting policies, see Note 1 to the 2002 Consolidated Financial Statements (Summary of Significant Accounting Policies) included in the Form 10-K.

Use of Estimates The Company's financial statements are prepared in conformity with generally accepted accounting principles, many of which require the use of estimates and assumptions. Management believes that the estimates utilized in preparing its financial statements are reasonable and prudent. Actual results could differ from these estimates particularly in light of the industry in which the Company operates.

Fair Value The determination of fair value is a critical accounting policy which is fundamental to the Company's financial condition and results of operations. The Company records its inventory positions including Securities and other financial instruments owned and Securities sold but not yet purchased at market or fair value with unrealized gains and losses reflected in Principal transactions inon the Consolidated Statement of Income. In all instances, the Company believes that it has established rigorous internal control processes to ensure that the Company utilizes reasonable and prudent measurements of fair value.

internal control processes to ensure that the Company utilizes reasonable and prudent measurements of fair value.

When evaluating the extent to which management estimates may be required to be utilized in preparing the Company's financial statements, the Company believes it is useful to analyze the balance sheet as follows:

February 28, 2003
	(in millions)
Assets
Securities and other financial instruments owned	$	68,121	31	%
Secured financings		122,067	56	%
Receivables and other assets		27,816	13	%
Total Assets	$	218,004	100	%
Liabilities & Equity
Securities and other financial instruments sold but not yet purchased	$	46,718	22	%
Secured financings		115,306	53	%
Payables and other liabilities		44,434	20	%
Total capital		11,546	5	%
Liabilities & Equity	$	218,004	100	%

A significant majority of the Company's assets and liabilities are recorded at amounts for which significant management estimates are not utilized. The following balance sheet categories, comprising 69% of total assets and 78% of liabilities and equity, are valued at either historical cost or at contract value (including accrued interest), which, by their nature, do not require the use of significant estimates: Secured financings, Receivables/Payables and Other assets/liabilities and Total capital. The remaining balance sheet categories, comprised of Securities and other financial instruments owned and Securities and other financial instruments sold but not yet purchased (long and short inventory positions, respectively), are recorded at market or fair value, the components of which may require, to varying degrees, the use of estimates in determining fair value.

(in millions)	May 31, 2003
Assets
Securities and other financial instruments owned	$	80,624	34	%
Secured financings		123,155	53	%
Receivables and other assets		30,545	13	%

Total Assets	$	234,324	100	%

Liabilities and Equity
Securities and other financial instruments sold but not yet purchased	$	53,741	23	%
Secured financings		134,507	57	%
Payables and other liabilities		34,439	15	%
Total capital		11,637	5	%

Liabilities and Equity	$	234,324	100	%

A significant majority of the Company's assets and liabilities are recorded at amounts for which significant management estimates are not utilized. The following balance sheet categories, comprising 66% of total assets and 77% of liabilities and equity, are valued at either historical cost or at contract value (including accrued interest), which, by their nature, do not require the use of significant estimates: Secured financings, Receivables/Payables and Other assets/liabilities and Total capital. The remaining balance sheet categories, comprised of Securities and other financial instruments owned and Securities and other financial instruments sold but not yet purchased (long and short inventory positions, respectively), are recorded at market or fair value, the components of which may require, to varying degrees, the use of estimates in determining fair value.

The majority of the Company's long and short inventory is recorded at market value based upon listed market prices or utilizing third party broker quotes and therefore do not incorporate significant estimates. Examples of inventory valued in this manner include government securities, agency mortgage-backed securities, listed equities, money markets, municipal securities, corporate bonds and listed futures.

If listed market prices or broker quotes are not available, fair value is determined based on pricing models or other valuation techniques, including use of implied pricing from similar instruments. Pricing models are typically utilized to derive fair value based upon the net present value of estimated future cash flows including adjustments, where appropriate, for liquidity, credit and/or other factors. For the vast majority of instruments valued through pricing models, significant estimates are not required, as the market inputs into such models are readily observable and liquid trading markets provide clear evidence to support the valuations derived from such pricing models. Examples of inventory valued utilizing pricing models or other valuation techniques include: OTC derivatives, private equity investments, certain high yield positions, certain mortgage loans and direct real estate investments and non-investment grade retained interests.

OTC Derivatives The fair value of the Company's OTC derivative assets and liabilities at ~~February~~May 2831, 2003 were $1112.18 billion and $1011.57 billion, respectively. OTC derivative assets represent the Company's 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.

28 The majority of the Company's OTC derivatives are transacted in liquid trading markets for which fair value is determined utilizing pricing models with readily observable market inputs. Examples of such derivatives include: interest rate swaps contracts, TBA's, foreign exchange forward and option contracts in G-7 currencies and equity swap and option contracts on listed securities. However, the determination of fair value for certain less liquid derivatives requires the use of significant estimates and include: certain credit derivatives, equity option contracts greater than 5 years, and certain other complex derivatives utilized by the Company in providing clients with hedging alternatives to unique exposures.

~~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.~~ 35

The ~~vast majority of the~~ Company's OTC derivatives are transacted in liquid trading markets for which fair value is determined utilizing pricing models with readily observable market inputs. Examples of such derivatives include: interest rate swaps contracts, TBA's (classified in the above table as other fixed income securities contracts), foreign exchange forward and option contracts in G-7 currencies and equity swap and option contracts on listed securities. However, the determination of fair value for certain less liquid derivatives requires the use of significant estimates and include: certain credit derivatives, equity option contracts greater than 5 years, and certain other complex derivatives utilized by the Company in providing clients with hedging alternatives to unique exposures. The Company strives to limit the use of significant judgment by using consistent pricing assumptions between reporting periods and utilizing observed market data for model inputs whenever possible. As the market for complex products develops, the Company refines its pricing models based upon market experience in order to utilize the most current indicators of fair value.

Private Equity Investments The Company's private equity investments of $~~391~~385 million at ~~February~~May 2831, 2003 include both public and private equity positions. The determination of fair value for these investments may require the use of estimates and assumptions as these investments are generally less liquid and often contain trading restrictions. The determination of fair value for private equity investments is based on estimates incorporating valuations which take into account expected cash flows, earnings multiples and/or comparison to similar market transactions. Valuation adjustments are an integral part of pricing these instruments, reflecting consideration of credit quality, concentration risk, sale restrictions and other liquidity factors.

High Yield At ~~February~~May 2831, 2003, the Company had high yield long and short positions of $2.85 billion and $0.6 billion, respectively. The majority of these positions are valued utilizing broker quotes or listed market prices. In certain instances, when broker quotes or listed prices are not available the Company utilizes prudent judgment in determining fair value which may involve the utilization of analysis of credit spreads associated with pricing of similar instruments, or other valuation techniques.

Mortgage Loans and Real Estate The Company is a market leader in mortgage-backed securities trading and mortgage securitizations (both residential and commercial). The Company's inventory of mortgage loans principally represents loans held prior to securitization. In this activity, the Company purchases mortgage loans from loan originators or in the secondary markets and then aggregates pools of mortgages for securitization. The Company records mortgage loans and direct real estate investments at fair value, with related mark-to-market gains and losses recognized in Principal transactions revenues.

As the Company's inventory of residential loans turns over through sale to securitization trusts rather frequently, such loans are generally valued without the use of significant estimates.

In addition, the Company held approximately $~~0.5~~644 ~~billion~~million of non-investment grade retained interests at ~~February~~May 2831, 2003, down from $1.1 billion at November 30, 2002. As these interests primarily represent the junior interests in commercial and residential mortgage securitizations, for which there are not active trading markets, estimates are generally required to be utilized in determining fair value. The Company values these instruments using prudent estimates of expected cash flows, and considers the valuation of similar transactions in the market.

New Accounting Developments

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." This statement addresses accounting and reporting for costs associated with exit or disposal activities including the accounting for certain employee termination benefits, contract termination costs and costs to consolidate facilities or relocate employees. This statement is effective for exit and disposal activities initiated after December 31, 2002. The Company adopted this standard during the first quarter of 2003 and such adoption did not have a material impact to the Company's financial condition or results of operations.

In November 2002, the FASB issued FIN 45, "Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." ("FIN 45 ") This interpretation requires a guarantor to recognize, at the inception of the guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. It also provides additional guidance on the disclosure of guarantees. The recognition and measurement provisions are effective for guarantees made or modified after December 31, 2002. The disclosure provisions are effective for fiscal periods ending after ~~December 15, 2002. The Company adopted FIN 45 during the first quarter of 2003, and the adoption did not have a material impact to the Company's financial condition or results of operations.~~

On January 17, 2003 the FASB issued FIN 46, "Consolidation of Variable Interest Entities—an interpretation of ARB No. 51" ("FIN 46"). This interpretation provides new consolidation accounting guidance for entities involved with special purpose entities. This guidance does not impact the accounting for securitizations transacted through QSPEs. This interpretation will require a primary beneficiary, defined as an entity which participates in either a majority of the risks or rewards of such SPE, to consolidate the SPE. An SPE would not be subject to this interpretation if such entity had sufficient voting equity capital, such that the entity is able to finance its activities without the additional subordinated financial support from other parties. FIN 46 also requires additional disclosures related to involvement with SPEs. The accounting provisions of this interpretation are effective for new transactions executed after January 31, 2003. The interpretation will be effective for all existing transactions with SPEs beginning in the Company's fourth quarter of 2003. While the Company has not yet completed its analysis of the impact of the new interpretation, the Company does not anticipate that the adoption of this interpretation will have a material impact to the Company's financial condition or its results of operations. 36

30December 15, 2002. The Company adopted FIN 45 during the first quarter of 2003, and the adoption did not have a material impact to the Company's financial condition or results of operations.

In January 2003, the FASB issued FIN 46, "Consolidation of Variable Interest Entities—an Interpretation of ARB No. 51" ("FIN 46"). This interpretation provides new consolidation accounting guidance for entities involved with special purpose entities. This guidance does not impact the accounting for securitizations transacted through QSPEs. This interpretation will require a primary beneficiary, defined as an entity which participates in either a majority of the risks or rewards of such SPE, to consolidate the SPE. An SPE would not be subject to this interpretation if such entity had sufficient voting equity capital, such that the entity is able to finance its activities without the additional subordinated financial support from other parties. FIN 46 also requires additional disclosures related to involvement with SPEs. The accounting provisions of this interpretation are effective for new transactions executed after January 31, 2003. The interpretation will be effective for all existing transactions with SPEs beginning in the Company's fourth quarter of 2003. While the Company has not yet completed its analysis of the impact of the new interpretation, the Company does not anticipate that the adoption of this interpretation will have a material impact to the Company's financial condition or its results of operations.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." This statement amends and clarifies the financial accounting and reporting for derivative instruments and for hedging activities under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement generally is effective for contracts entered into or modified after June 30, 2003. The Company does not anticipate that the adoption of this statement will have a material impact to the Company's financial condition or its results of operations.

ITEM 4. Controls and Procedures

The Chairman and Chief Executive Officer and the Chief Financial Officer of LBI (its principal executive officer and principal financial officer, respectively) have concluded, based on their evaluation as of a date within 90 days prior to the date of the filing of this Report, that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by LBI in the reports filed or submitted by it under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by LBI in such reports is accumulated and communicated to the Company's management, including the Chairman and Chief Executive Officer and the Chief Financial Officer of LBI, as appropriate to allow timely decisions regarding required disclosure.

There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of such evaluation.

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~~LEHMAN BROTHERS INC. and SUBSIDIARIES~~ PART II—OTHER INFORMATION

ITEM 1. Legal Proceedings

The Company is involved in a number of judicial, regulatory and arbitration proceedings concerning matters arising in connection with the conduct of its business. Such proceedings include actions brought against the Company and others with respect to transactions in which the Company acted as an underwriter or financial advisor, actions arising out of the Company's activities as a broker or dealer in securities and commodities and actions brought on behalf of various classes of claimants against many securities and commodities firms, including the Company.

Although there can be no assurance as to the ultimate outcome, the Company generally has denied, or believes it has a meritorious defense and will deny, liability in all significant cases pending against it including the matters described below, and it intends to defend vigorously each such case. Based on information currently available and established reserves, the Company believes that the eventual outcome of the actions against it, including the matters described below, will not, in the aggregate, have a material adverse effect on the consolidated financial position or cash flows of the Company but may be material to the Company's operating results for any particular period, depending on the level of the Company's income for such period.

Reference is made to Part I, Item 3, Legal Proceedings, in the Form 10-K for a complete description of the proceedings reported therein and to the Company's Form 10-Q for the quarter ended February 28, 2003 for certain subsequent developments in certain of the proceedings reported therein; only additional significant ~~subsequent~~ subsequent developments in such proceedings, if any, are given below.

~~Actions~~Research ~~Regarding~~Analyst ~~Enron~~Independence ~~Corporation~~Investigations (reported in the Form 10-K)

InAs ~~February 2003~~previously reported, ~~Arthur~~on ~~Andersen~~December 20, ~~LLP~~2002, ~~filed a third-party petition against~~ LBI, ~~Holdings~~reached ~~and other commercial or investment banks. The third-party petition relates to~~ an ~~original petition~~agreement ~~filed~~in ~~against~~principle ~~Anderson~~with in the ~~District Court of Harris County~~SEC, ~~Texas,~~the ~~11th~~New ~~Judicial~~York ~~District,~~State byAttorney AlGeneral's ~~Rajhi Investment Corporation BV~~Office, ~~making~~the ~~claims~~New ~~for~~York ~~fraud~~Stock ~~and negligent~~Exchange ~~misrepresentation~~("NYSE"), inthe ~~connection with allegedly materially misleading public statements concerning Enron's financial condition in connection with a metals sale in which plaintiff allegedly extended~~National ~~$100 million~~Association of ~~credit~~Securities toDealers ~~Enron.~~("NASD") ~~The third-party petition seeks assessment of proportionate liability~~ and ~~contribution from LBI, Holdings and~~ the ~~other~~North ~~third-party~~American ~~defendants.~~Securities ~~The~~Administrators ~~third-party petition~~Association ~~alleges~~(on ~~that~~behalf ~~the~~of ~~third-party~~state ~~defendants were involved in creating, structuring, using~~ and ~~managing~~territory ~~Enron's~~securities ~~special purpose entities ("SPEs"~~regulators), ~~misrepresented or failed~~ to ~~disclose~~resolve ~~information~~their ~~regarding~~industry-wide ~~the~~investigations ~~SPEs,~~relating ~~made~~to ~~public~~allegations ~~statements~~of ~~about~~research ~~Enron,~~analyst ~~financially~~conflicts ~~assisted~~of ~~Enron,~~interest ~~assisted~~at ~~Enron~~various ininvestment ~~raising~~banking ~~money~~firms, ~~invested~~including ~~in the SPEs and engaged in transactions involving Enron's assets~~LBI.

~~Actions~~ On April 28, ~~Regarding~~2003, ~~Frank~~a ~~Gruttadauria~~final global regulatory settlement based on the agreement in principle (~~reported~~the "Final Global Settlement") was announced, involving several of the leading securities firms in the ~~Form 10~~United States, including LBI, and various federal and state regulators and self-Kregulatory organizations. Without admitting or denying any of the allegations of violations of certain NASD and NYSE rules relating to investment research activities, LBI entered into consents and agreements with the SEC, the NYSE, the NASD and the Alabama Securities Commission (which acted as LBI's lead state regulator in connection with the Final Global Settlement) to resolve their investigations of LBI relating to those matters.

~~Another~~Pursuant ofto the ~~cases~~Final ~~pending~~Global inSettlement, ~~the~~LBI ~~United~~agreed ~~States~~to ~~District~~(i) pay ~~Court~~$25 million ~~for~~as ~~the~~a ~~Northern~~penalty, ~~District~~(ii) pay $25 million as disgorgement of ~~Illinois~~commissions ~~has~~and ~~been~~other ~~compelled~~monies, (iii) contribute a total of $25 million over five years to ~~arbitration~~provide bythird-party ~~order~~independent research to clients, (iv) contribute a total of $5 million over five years towards investor education, (v) adopt internal structural and operational reforms that will further augment the ~~court~~steps it has already taken to promote research analyst independence and (vi) be enjoined from the alleged violations of NASD and NYSE rules. In connection with the Final Global Settlement,

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~~WorldCom~~LBI also ~~Bondholders~~voluntarily ~~Litigation~~agreed ~~(reported~~to adopt restrictions on the allocation of shares in initial public offerings to executives and directors of public companies. LBI expects to reach similar arrangements with most or all of the ~~Form 10-K)~~other states, the District of Columbia and the Commonwealth of Puerto Rico. Any monetary penalties and other payments required by these individual arrangements are expected to be included within the aggregate amounts discussed above.

~~Several~~In ~~individual~~April 2003, ~~actions~~to ~~were~~effectuate ~~recently~~the Final Global Settlement, the SEC filed ina ~~various~~Complaint ~~counties~~and Final Judgment in ~~Mississippi~~the ~~state~~United ~~court~~States byDistrict ~~individuals~~Court ~~alleging~~for ~~violations~~the Southern District of ~~state~~New ~~law~~York. The Final Judgment has not yet been entered by the court, and the court has asked for certain additional information. Also in April, the NASD accepted the Letter of Acceptance, Waiver and Consent entered into with LBI in connection with the ~~1997,~~Final ~~1998, 2000~~Global Settlement; and ~~2001~~in ~~WorldCom~~May 2003, ~~bond~~the ~~offerings.~~NYSE (advised LBI ~~did~~that ~~not~~the ~~participate~~Hearing Panel's Decision, in which it accepted the ~~1997~~Final ~~and~~Global ~~2001~~Settlement, had ~~offerings~~become final.) ~~The~~Payment ~~complaints~~will dobe ~~not~~made ~~identify~~in conformance with the ~~amount~~payment provisions of ~~WorldCom~~the ~~bonds~~Final ~~purchased~~Judgment, ~~and~~once ~~seek~~the ~~compensatory~~Final ~~and punitive~~Judgment ~~damages~~is entered.

33 The Company recorded a pre-tax charge of $80 million in the fourth quarter of 2002 relating to the settlement. (For additional information, see Note 4 to the Consolidated Financial Statements included in the Form 10-K.)

Since the announcement of the Final Global Settlement, six purported class actions have been filed against LBI in three federal courts, five of which are specific to LBI's research of particular companies (Razorfish, Inc., RealNetworks, Inc. and RSL Communications, Inc.) and one of which purports to relate to all research coverage by LBI and nine other defendants (other firms which settled with the regulators) for the 1999 through 2001 time period. (Swack v. Lehman Brothers Inc., in the United States District Court for the District of Massachusetts (Razorfish); DeMarco v. Lehman Brothers Inc., et al., Sved v. Lehman Brothers Inc., et al. and Gravino v. Lehman Brothers Inc., et al., all in the United States District Court for the Southern District of New York (RealNetworks); Sved v. Lehman Brothers Inc., in the United States District Court for the Southern District of New York (RSL Communications); and Cannon v. Citigroup Global Markets Inc., et al., in the United States District Court for the District of Colorado.) All the actions allege conflicts of interest between LBI's investment banking business and research activities.

In June 2003, a purported derivative action, Bader and Yakaitis P.S.P. and Trust, et al. v. Michael L. Ainslie, et al., relating to the Final Global Settlement was filed (but has not yet been served) in New York State Supreme Court. The suit names Holdings and its Board of Directors as defendants and contends that the Board should have been aware of and prevented the alleged misconduct which resulted in the settlement with regulators.

Also in June 2003, in the Circuit Court of Marshall County, West Virginia, the Attorney General of West Virginia filed a civil action on behalf of the State of West Virginia against LBI and nine other investment banks. The Complaint alleges multiple violations of the West Virginia Consumer Credit and Protection Act ("CCPA") from July 1, 1999 through the present. The Complaint seeks $5,000 in money damages per violation for each and every violation of the CCPA. The specific allegations against LBI are identical to those in the Complaint and Final Judgment that the SEC filed against LBI and the other investment banking firms.

Actions Regarding Enron Corporation (reported in the Form 10-K and the Form 10-Q for the quarter ended February 28, 2003)

In April 2003, Westboro Properties LLC and Stonehurst Capital, Inc. filed a complaint against LBI, Holdings and other commercial or investment banks in the United States District Court for the Southern

District of Texas. Plaintiffs allege that defendants engaged in fraud, negligence and conspiracy under the federal securities laws and Texas common and statutory law in inducing plaintiffs to purchase certain certificates, or investments, in two special purpose entities ("SPEs"), Osprey I and Osprey II. Plaintiffs also allege that defendants aided and abetted Enron's fraud in setting up SPEs, allegedly falsifying Enron's books and records and in continuing to recommend Enron's stock.

First Alliance Mortgage Company Matters (reported in the Form 10-K)

In June 2003, the United States Court for the Central District of California issued an order granting defendants' motion to dismiss plaintiffs' claim for punitive damages. On the same date, the jury rendered its verdict finding LBI and Lehman Commercial Paper, Inc. ("LCPI") liable for aiding and abetting First Alliance Mortgage Company's fraud. The jury found damages of $50,913,928 and held the Lehman Brothers defendants responsible for 10% of those damages. The court has not yet issued a decision on the claims for equitable subordination of amounts owed to LCPI at the time of First Alliance Mortgage Company's ("FAMCO") Chapter 11 filing and for avoidance of LCPI's liens and on other bankruptcy-related claims.

Also in June 2003, the Attorney General of the State of Florida filed a civil complaint against LCPI in the Circuit Court of the 17^th Judicial Circuit in and for Broward County Florida, alleging violations of the Florida Unfair and Deceptive Trade Practices Act and common law fraud. The allegations arise out of LCPI's relationship with FAMCO insofar as FAMCO did business with Florida borrowers. The Office of the Florida Attorney General alleges in the complaint that, among other things, LCPI provided financing to FAMCO, despite LCPI's purported knowledge that FAMCO was engaged in "predatory lending" practices. The Complaint seeks a permanent injunction, compensatory and punitive damages, civil penalties, attorney's fees and costs.

In re Fleming Securities Litigation

In February 2003, a lawsuit captioned Massachusetts State Carpenters Pension Fund v. Fleming Companies, Inc., et al. was filed in the 160^th District Court of Dallas County, ]Texas, asserting claims arising under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933. The action was brought on behalf of a purported class of investors who purchased in two simultaneous Fleming securities offerings in June 2002. The offerings raised approximately $378 million. The complaint alleges that the prospectus and registration statement for the offerings contained false and misleading statements or omitted material facts concerning, among other things, deductions Fleming took on vendor invoices, its accounting for recognition of income, amortization of long term assets and use of capitalized interest, and the performance of Fleming's retail operations. The complaint seeks unspecified damages, interest, attorneys' fees, costs and expenses. In addition to Fleming, the suit named ten individual defendants (officers and/or directors of Fleming), Fleming's auditor, and the underwriters of the offerings, including LBI.

The case was removed to the United States District Court for the Northern District of Texas. Subsequent to that removal, on April 1, 2003, Fleming filed for protection under the federal bankruptcy code. Also in April 2003, plaintiffs filed a virtually identical second lawsuit in the United States District Court for the Eastern District of Texas.

Actions Regarding Frank Gruttadauria (reported in the Form 10-K 862 President and the Form 10-Q for the quarter ended February 28, 2003)

Two more cases have been settled: one of the cases on appeal from the United States District Court for the Northern District of Ohio, and one of the cases in the United States District Court for the Northern District of Illinois. The two remaining cases in the Northern District of Illinois have been submitted for arbitration before the New York Stock Exchange by agreement of the parties. Another case has been filed against Lehman Brothers and SG Cowen in the United States District Court for the Northern District of Ohio alleging generally the same claims and seeking generally the same relief as in the pending cases. Lehman Brothers intends to file a motion to stay the suit pending arbitration, based on the plaintiff's contractual agreement to arbitrate claims against the defendants.

In re Metricom Securities Litigation (reported in the Form 10-K)

In May 2003, the court issued an opinion and order dismissing the action without prejudice.

Regulatory Investigations Relating to IPO Allocations

Lehman Brothers has received requests from the NYSE, acting in coordination with the SEC and the NASD, for information, documents and testimony relating to "spinning" (the alleged allocation by underwriters of shares of "hot" IPOs to directors and officers of existing or potential investment banking clients in return for their firms' investment banking business). The Company is in the process of responding to these requests.

WorldCom Bondholders Litigation (reported in the Form 10-K and the Form 10-Q for the quarter ended February 28, 2003)

Additional individual institutional plaintiffs have filed actions in various state courts asserting the same claims as those filed earlier. These actions have been, or are in the process of being, transferred to the multi-district action in New York.

PART II—OTHER INFORMATION

ITEM 6 Exhibits and Reports on Form 8-K

(a) ~~Exhibits~~ Exhbits

The following exhibits are filed as part of (or accompany, as indicated below) this Quarterly Report, or where indicated, were heretofore filed and are hereby incorporated by reference:


		3.01		Restated Certificate of Incorporation of the Registrant dated September 3, 1981 (incorporated by reference to Exhibit 3.01 to the Registrant's Annual Report on Form 10-K for the year ended November 30, 2001)
		3.02		Certificate of Amendment to Restated Certificate of Incorporation of the Registrant dated May 11, 1984 (incorporated by reference to Exhibit 3.02 to the Registrant's Annual Report on Form 10-K for the year ended November 30, 2001)
		3.03		Certificate of Amendment to Restated Certificate of Incorporation of the Registrant, dated March 6, 1985 (incorporated by reference to Exhibit 3.03 to the Registrant's Annual Report on Form 10-K for the year ended November 30, 2001)
		3.04		Certificate of Amendment to Restated Certificate of Incorporation of the Registrant, dated August 31, 1987 (incorporated by reference to Exhibit 3.04 to the Registrant's Annual Report on Form 10-K for the year ended November 30, 2001))
		3.05		Certificate of Amendment to Restated Certificate of Incorporation of the Registrant, dated January 28, 1988 (incorporated by reference to Exhibit 3.05 to the Registrant's Annual Report on Form 10-K for the year ended November 30, 2001))
		3.06		Certificate of Amendment to Restated Certificate of Incorporation of the Registrant, dated July 19, 1990. (incorporated by reference to Exhibit 3.06 to the Registrant's Annual Report on Form 10-K for the year ended November 30, 2001)
		3.07		Certificate of Amendment to Restated Certificate of Incorporation of the Registrant, dated August 2, 1993 (incorporated by reference to Exhibit 3.07 to the Registrant's Annual Report on Form 10-K for the year ended November 30, 2001)
		3.08		Certificate of Designations of Floating Rate Preferred Stock, filed April 30, 1996 (incorporated by reference to Exhibit 3.8 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1996)
		3.09		By-Laws of the Registrant, amended as of January 30, 1997 (incorporated by reference to Exhibit 3.9 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1996)
		12.01		Computation of Ratio of Earnings to Fixed Charges (filed herewith)

		99.01		Statement of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (included herewith) (This statement accompanies this Report in accordance with the Sarbanes-Oxley Act of 2002 and Commission Release No. 34-47551 and shall not be deemed "filed" with the Commission for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.)
		99.02		Statement of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (included herewith) (This statement accompanies this Report in accordance with the Sarbanes-Oxley Act of 2002 and Commission Release No. 34-47551 and shall not be deemed "filed" with the Commission for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.)

(b) Reports on Form 8-K

The following Current Reports on Form 8-K were filed during the fiscal quarter for which this Report is filed:

None

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			LEHMAN BROTHERS INC.
	LEHMAN BROTHERS INC. (Registrant)
			(Registrant)
Date: July 15, 2003	By:	/s/ DAVID GOLDFARB Chief Financial Officer (principal financial and accounting officer)
Date: April 14, 2003	By:		/s/ DAVID GOLDFARB Chief Financial Officer (principal financial and accounting officer)

3645

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CERTIFICATIONS

I, Richard S. Fuld, Jr., certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Lehman Brothers Inc.;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a): designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b): evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c): presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a): all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b): any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: ~~April 14~~ July 15, 2003 ~~/s/ RICHARD S. FULD, JR. Richard S. Fuld, Jr. Chairman and Chief Executive Officer~~

38/s/ RICHARD S. FULD, JR. Richard S. Fuld, Jr. Chairman and Chief Executive Officer

I, David Goldfarb, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Lehman Brothers Inc.;

2.

3.

4.

a): designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b): evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c): presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

a): all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b): any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

Date: ~~April 14~~ July 15, 2003 ~~/s/ DAVID GOLDFARB David Goldfarb Chief Financial Officer~~

39/s/ DAVID GOLDFARB David Goldfarb Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Exhibit
Exhibit 12.01		Computation of Ratio of Earnings to Fixed Charges
Exhibit 99.01		Statement of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 99.02		Statement of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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