WASHINGTON (MNI) – The following is the second and final part of
text of testimony by former Lehman Brothers CEO Richard Fuld on the
events surrounding the firm’s bankruptcy and its accounting practices
prepared for Tuesday’s hearing by the House Financial Services Committee

There has been a lot of misinformation about Repo 105. Among the
worst were the completely erroneous reports on the front pages of major
newspapers claiming that Lehman used Repo 105 transactions to remove
toxic assets from its balance sheet. That simply was not true. According
to the Examiner, virtually all of the Repo 105 transactions involved
highly liquid investment grade securities, most of them government
securities. Some of the newspapers that got it wrong were fair-minded
enough to print a correction.

Another piece of misinformation was that Repo 105 transactions were
used to hide Lehman’s assets. That also was not true. Repo 105
transactions were sales, as mandated by the accounting rule, FAS 140.

Another misperception was that the Repo 105 transactions
contributed to Lehman’s bankruptcy. That was not true either. Lehman was
forced into bankruptcy amid one of the most turbulent periods in our
economic history, which culminated in a catastrophic crisis of
confidence and a run on the bank. That crisis almost brought down a
large number of other financial institutions, but those institutions
were saved because of government support in the form of additional
capital and fundamental changes to the rules and regulations governing
banks and investment banks.

The Examiner himself acknowledged that the Repo 105 transactions
were not inherently improper and that Lehman vetted those transactions
with its outside auditor. He also does not dispute that Lehman
appropriately accounted for those transactions as required by Generally
Accepted Accounting Principles.

I have recently learned that, in 2000, the Financial Accounting
Standards Board published detailed accounting rules for transactions of
this very type, described them and dictated how they should be accounted
for. In 2001, Lehman adopted a written accounting policy for Repo 105
transactions that incorporated those accounting rules. E&Y, the firm’s
independent outside auditor, reviewed that policy and supported the
firm’s approach and application of the relevant rule, FAS 140.

As I now understand it, because Lehman’s Repo 105 transactions met
the FAS 140 requirements, that accounting rule mandated that those
transactions be accounted for as a sale. That was exactly what I believe
Lehman did. Lehman should not be criticized for complying with the
applicable accounting standards. In other words, those transactions were
modeled on FAS 140. The accounting authorities wrote the rule that
expressly provided for those transactions and how they should be
accounted for. To the best of my knowledge, Lehman followed those rules
and requirements.

My job as the CEO was also to put in place a robust process to
ensure that Lehman complied with all of its obligations to make accurate
public disclosures. I had hundreds of people in the internal audit,
finance, risk management and legal functions to ensure that we did, in
fact, comply with all of our obligations. Part of that process was E&Y’s
role in auditing our financial statements and reviewing our quarterly
and annual SEC filings. Each year, E&Y issued formal opinions that
Lehman’s audited financial statements were fairly presented in
accordance with GAAP, and they were.

We also had in place a rigorous certification process that was
carried out in advance of every annual and quarterly SEC filing. That
bottom-up process involved hundreds of people who had first-hand
knowledge of the firm’s day-to7 day business and the responsibility to
review for accuracy and compliance the firm’s SEC disclosures before
they were filed.

Before we made any annual or quarterly filing, the key people who
were involved in this process signed certifications confirming that, to
their knowledge, the filing did not contain any untrue statement of a
material fact or any material omission and that it fairly presented
Lehman’s financial position.

Our certification process culminated, every quarter, with a
mandatory, allhands, in-person meeting, which was chaired by Lehman’s
Chief Legal Officer. In addition to me, that meeting was attended by the
firm’s President, Chief Financial Officer, Financial Controller,
Executive Committee members, business heads, the principal internal
audit, finance and risk managers, legal counsel and our outside
auditors.

After we had reviewed the draft annual or quarterly filing in
detail, the Chief Legal Officer and I would each ask everyone present to
speak up if there was anything in the document that caused them concern,
or if anything had been omitted that they thought should be included.
Attendees were also told that they should speak separately with the
Chief Legal Officer if they had an issue that they did not want to raise
at the meeting. To my knowledge, no one ever, at any of those meetings,
raised any issue about Repo 105 transactions.

I relied on this certification process because it showed that those
with granular knowledge believed the SEC filings were complete and
accurate. I never signed an SEC filing unless it was first approved by
the Chief Legal Officer. Mr. Chairman, I thank you for allowing me to
speak on these issues and I will be pleased to answer any questions this
Committee may have.

(2 of 2)

** Market News International Washington Bureau: 202-371-2121 **

[TOPICS: M$U$$$,MMUFE$,MGU$$$,MFU$$$,M$$CR$,MK$$$$]