SOTHEBYS HOLDINGS INC - 10-K Annual Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002.

OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO , AND

COMMISSION FILE NUMBER 1-9750

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SOTHEBY'S HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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MICHIGAN 38-2478409
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
38500 WOODWARD AVENUE, SUITE 100 48304

BLOOMFIELD HILLS, MICHIGAN (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)

(248) 646-2400
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

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SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE

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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 periods that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes [x] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]

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

As of June 30, 2002, the aggregate market value of the 28,109,986 shares of
Class A Limited Voting Common Stock (the 'Class A Common Stock') held by
non-affiliates of the registrant was $400,567,301 based upon the closing price
($14.25) on the New York Stock Exchange composite tape on such date. (For this
computation, the registrant has excluded the market value of all shares of its
Class A Common Stock reported as beneficially owned by the controlling
shareholder, directors and executive officers of the registrant; such exclusion
shall not be deemed to constitute an admission that any such person is an
'affiliate' of the registrant.)

As of March 7, 2003, there were outstanding 44,929,377 shares of Class A
Common Stock and 16,549,650 shares of Class B Common Stock, freely convertible
into 16,549,650 shares of Class A Common Stock. There is no public market for
the registrant's Class B Common Stock, which is held by affiliates and
non-affiliates of the registrant.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's proxy statement for the 2003 annual meeting of
shareholders are incorporated by reference into Part III of this Form 10-K.

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PART I

ITEM 1. BUSINESS

GENERAL

Sotheby's Holdings, Inc. (together with its subsidiaries, unless the context
otherwise requires, the 'Company') is one of the world's two largest auctioneers
of fine arts, antiques and collectibles, offering property through its worldwide
Auction segment in approximately 70 collecting categories, among them fine art,
antiques and decorative art, jewelry and collectibles. In addition to
auctioneering, the Auction segment is engaged in a number of related activities,
including the purchase and resale of art and other collectibles and the
brokering of art and collectible purchases and sales through private treaty
sales. The Company also markets and brokers luxury residential real estate sales
through its Real Estate segment, conducts art-related financing activities
through its Finance segment and is engaged, to a lesser extent, in art education
activities.

The Company was incorporated in Michigan in August 1983. In October 1983,
the Company acquired Sotheby Parke Bernet Group Limited, which was then a
publicly held company listed on the International Stock Exchange of the United
Kingdom and the Republic of Ireland Limited (the 'London Stock Exchange') and
which, through its predecessors, had been engaged in the auction business since
1744. In 1988, the Company issued shares of Class A Common Stock to the public.
The Class A Common Stock is listed on the New York Stock Exchange (the 'NYSE')
and the London Stock Exchange.

THE AUCTION SEGMENT

The purchase and sale of works of art in the international art market are
primarily effected through numerous dealers, the major auction houses, the
smaller auction houses and also directly between collectors. Although dealers
and smaller auction houses generally do not report sales figures publicly, the
Company believes that dealers account for the majority of the volume of
transactions in the international art market.

The Company and Christie's International, PLC ('Christie's'), a privately
held auction house based in the United Kingdom (the 'U.K.'), are the two largest
art auction houses in the world.

The Company auctions a wide variety of property, including fine art,
antiques and decorative art, jewelry and collectibles. Most of the objects
auctioned by the Company are unique items, and their value, therefore, can only
be estimated prior to sale. The Company's principal role as an auctioneer is to
identify, evaluate and appraise works of art through its international staff of
specialists; to stimulate purchaser interest through professional marketing
techniques; and to match sellers and buyers through the auction process.

In its role as auctioneer, the Company generally functions as an agent
accepting property on consignment from its selling clients. The Company sells
property as agent of the consignor, billing the buyer for property purchased,
receiving payment from the buyer and remitting to the consignor the consignor's
portion of the buyer's payment after deducting the Company's commissions,
expenses and applicable taxes. From time to time, the Company releases property
sold at auction to buyers before the Company receives payment. In such
situations, the Company will pay the seller the net sale proceeds for the
released property at the time payment is due to the consignor, even if the
Company has not received payment from the buyer. (See Note D of Notes to
Consolidated Financial Statements under Item 8, 'Financial Statements and
Supplementary Data.')

On certain occasions, the Company will guarantee to the consignor a minimum
price in connection with the sale of property at auction. The Company must
perform under its guarantee only in the event that the property sells for less
than the minimum price or the property does not sell, and, therefore, the
Company must pay the difference between the sale price at auction and the amount
of the guarantee. If the property does not sell, the amount of the guarantee
must be paid, but the Company has the right to recover such amount through the
future sale of the

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property. Under certain guarantees, the Company participates in a share of the
proceeds if the property under guarantee sells above an agreed minimum price. In
addition, the Company is obligated under the terms of certain guarantees to fund
a portion of the guarantee prior to the auction. (See Note Q of Notes to
Consolidated Financial Statements under Item 8, 'Financial Statements and
Supplementary Data.')

In addition to live auctioneering, the Company currently conducts Internet
auctions through its website, sothebys.com. In January 2002, the Company entered
into a strategic alliance with eBay, Inc. ('eBay') whereby sothebys.com online
auctions were incorporated into the eBay marketplace in June 2002. In February
2003, the Company and eBay entered into an agreement pursuant to which separate
online auctions on sothebys.com will be discontinued in May 2003. Subsequent to
that date, the Company's Internet activities will focus on promoting its live
auctions through eBay's Live Auctions Technology, which allows the Company's
clients to follow live auctions via the Internet and place bids online, in real
time. (See Note S of Notes to Consolidated Financial Statements under Item 8,
'Financial Statements and Supplementary Data.')

In addition to auctioneering, the Auction segment is engaged in a number of
related activities, including the brokering of art and collectible purchases and
sales through private treaty sales and the purchase and resale of art and other
collectibles. For example, the Company acts as a principal through its
investment in Acquavella Modern Art (the 'Partnership' or 'AMA'), a partnership
between a wholly-owned subsidiary of the Company and Acquavella Contemporary
Art, Inc. ('ACA'). The term of the AMA partnership agreement, which was extended
for one year in February 2003, expires on March 31, 2004. The Company does not
control AMA; consequently, the Company uses the equity method to account for its
investment in AMA. The assets of the Partnership consist principally of art
inventory. The Company reflects its 50% interest in the net assets of the
Partnership in Investments in the Consolidated Balance Sheets. (See Notes B and
F of Notes to Consolidated Financial Statements under Item 8, 'Financial
Statements and Supplementary Data.')

The Company's auction business is seasonal, with peak revenues and operating
income primarily occurring in the second and fourth quarters of each year as a
result of the traditional spring and fall art auction seasons. (See Item 7,
'Management's Discussion and Analysis of Results of Operations,' and Note T of
Notes to Consolidated Financial Statements under Item 8, 'Financial Statements
and Supplementary Data.')

THE AUCTION MARKET AND COMPETITION

Competition in the international art market is intense. A fundamental
challenge facing any auctioneer or dealer is to obtain high quality and valuable
property for sale. The Company's primary auction competitor is Christie's. A
third auction house, Phillips, de Pury & Luxembourg ('Phillips') provided strong
competition and increased market share in certain collecting categories in 2001;
however, its presence as a competitor greatly diminished in 2002. In January
2003, Phillips announced plans to discontinue public auctions of Impressionist
and Modern art, as well as to eliminate most regularly scheduled art auctions in
the United States (the 'U.S.'), thereby further reducing its influence on the
competitive environment in the international art market.

The owner of a work of art wishing to sell it has three principal options:
sale or consignment to, or private brokerage by, an art dealer; consignment to,
or private sale by, an auction house; or private sale to a collector or museum
without the use of an intermediary. The more valuable the property, the more
likely it is that the owner will consider more than one option and will solicit
proposals from more than one potential purchaser or agent, particularly if the
seller is a fiduciary representing an estate or trust.

A complex array of factors may influence the seller's decision. These
factors include: the level of expertise of the dealer or auction house with
respect to the property; the extent of the prior relationship, if any, between
the seller and the firm; the reputation and historic level of achievement by a
firm in attaining high sale prices in the property's specialized category; the
breadth of staff expertise; the desire for privacy on the part of sellers and
buyers; the amount of

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cash offered by a dealer, auction house or other purchaser to purchase the
property outright compared with the estimates, guarantees or other financial
options given by auction houses; the level of guarantees or the terms of other
financial options offered by auction houses; the time that will elapse before
the seller will receive sale proceeds; the desirability of a public auction in
order to achieve the maximum possible price (a particular concern for fiduciary
sellers, such as trustees and executors); the amount of commission proposed by
dealers or auction houses to sell a work on consignment; the cost, style and
extent of presale marketing and promotion to be undertaken by a firm;
recommendations by third parties consulted by the seller; personal interaction
between the seller and the firm's staff; and the availability and extent of
related services, such as a tax or insurance appraisal and short-term financing.
The Company's ability to obtain high quality and valuable property for sale
depends, in part, on the relationships that certain employees of the Company,
particularly its senior art specialists and management, have established with
potential sellers.

It is not possible to measure with any particular accuracy the entire
international art market or to reach any conclusions regarding overall
competition because dealers and smaller auction firms frequently do not publicly
report annual sales totals.

AUCTION REGULATION

Regulation of the auction business varies from jurisdiction to jurisdiction.
In many jurisdictions, the Company is subject to laws and regulations that are
not directed solely toward the auction business, including, but not limited to,
import and export regulations and value added sales taxes. Such regulations do
not impose a material impediment to the worldwide business of the Company but do
affect the market generally, and a material adverse change in such regulations
could affect the business. In addition, the failure to comply with such local
laws and regulations could subject the Company to civil and/or criminal
penalties in such jurisdictions.

THE FINANCE SEGMENT

The Company provides certain collectors and dealers with financing generally
secured by works of art that the Company either has in its possession or permits
the borrower to possess. The Company's financing activities are conducted
through its wholly-owned direct and indirect subsidiaries. The Company believes
it is one of the world's leaders in art-related financing activities.

The Company generally makes two types of secured loans: (1) advances secured
by consigned property to borrowers who are contractually committed, in the near
term, to sell the property at auction (a 'consignor advance'); and (2) general
purpose term loans to collectors or dealers secured by property not presently
intended for sale. The consignor advance allows a consignor to receive funds
shortly after consignment for an auction that will occur several weeks or months
in the future, while preserving for the benefit of the consignor the potential
of the auction process. The general purpose secured loans allow the Company to
establish or enhance a mutually beneficial relationship with dealers and
collectors. The loans are generally made with full recourse against the
borrower. In certain instances, however, loans are made with recourse limited to
the works of art pledged as security for the loan. To the extent that the
Company is looking wholly or partially to the collateral for repayment of its
loans, repayment can be adversely impacted by a decline in the art market in
general or in the value of the particular collateral. In addition, in situations
where the borrower becomes subject to bankruptcy or insolvency laws, the
Company's ability to realize on its collateral may be limited or delayed by the
application of such laws. The majority of the Company's loans are variable
interest rate loans.

Although the Company's general policy is to make secured loans at loan to
value ratios (principal loan amount divided by the low auction estimate of the
collateral) of 50% or lower, the Company will lend at loan to value ratios
higher than 50%. In certain of these situations, the Company finances the
purchase of works of art by certain art dealers through unsecured loans. The
property purchased pursuant to such unsecured loans is sold by the dealer or at
auction with

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any net profit or loss shared by the Company and the dealer. Interest income
related to such unsecured loans is reflected in the results of the Finance
segment, while the Company's share of any profit or loss is reflected in the
results of the Auction segment.

(See Notes B and D of Notes to Consolidated Financial Statements under
Item 8, 'Financial Statements and Supplementary Data.')

The Company funds its financing activities generally through borrowings
under the Amended and Restated Credit Agreement and internally generated funds.
(See Item 7, 'Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources,' and Note I of Notes
to Consolidated Financial Statements under Item 8, 'Financial Statements and
Supplementary Data.')

THE FINANCE MARKET AND COMPETITION

A considerable number of traditional lending sources offer conventional
loans at a lower cost to borrowers than the average cost of those offered by the
Company. However, the Company believes that only a few other lenders are willing
to accept works of art as sole collateral. The Company believes that its
financing alternatives are attractive to clients who wish to obtain liquidity
from their art assets.

THE REAL ESTATE SEGMENT

The Company, through its subsidiary, Sotheby's International Realty, Inc.
('SIR'), is engaged in the marketing and brokerage of luxury residential real
estate sales. SIR was founded in 1976 as a wholly-owned subsidiary of the
Company. A natural extension of the Company's auction services, SIR's early
mission was to assist fine art, furniture and collectibles clients in buying and
selling distinctive properties. Since that time, SIR has evolved into a
worldwide organization serving an international customer base. Today, SIR
provides brokerage, marketing and consulting services for luxury residential,
resort, farm and ranch properties domestically and internationally.

SIR offers real estate clients a global network of brokerage operations,
including nineteen brokerage offices, five regional offices and a buyers'
representative in Hong Kong.

Sixteen of the brokerage offices are owned and operated by SIR and are
located on the upper East Side and in SoHo in Manhattan, New York; Southampton,
Bridgehampton and East Hampton, New York; Palm Beach, Florida; Beverly Hills,
Brentwood, Santa Barbara and San Francisco, California; Greenwich and Litchfield
County, Connecticut; Santa Fe, New Mexico; Jackson Hole, Wyoming; Sydney,
Australia and London, England. Three of the brokerage offices are each owned and
operated by an unaffiliated third party with one office located in Almancil,
Portugal and two offices located in Paris, France.

SIR's five regional offices, located in Manhattan, New York; Palm Beach,
Florida; Newport Beach, California; Boston, Massachusetts; and Munich, Germany,
manage the Company's affiliation with more than 185 brokerage firms, each of
which do business under the affiliate's name and are owned and operated by an
unaffiliated third party. The affiliate offices are located in the U.S., Europe,
Canada and the Caribbean. In selecting its affiliates, SIR evaluates a firm's
expertise in the high-end segment of its local market, community reputation and
dedication to customer service. Each affiliate is the exclusive SIR
representative in its respective territory.

Through the SIR global network, buyers are offered access to distinctive
properties, in a range of prices, in both domestic and international luxury real
estate markets. The global network, combined with SIR's connection to the
Company's Auction and Finance businesses, provides sellers access to a unique,
qualified group of buyers.

Additionally, through Sotheby's Lehman Mortgage Services ('SLMS'), a joint
venture with Lehman Brothers Bank, FSB, a wholly-owned subsidiary of Lehman
Brothers Holdings, Inc., SIR accommodates the unique financing needs of the
purchasers of high-end residential real estate. The Company does not control
SLMS; consequently, the Company uses the equity method to account

4

for its 49% ownership interest in SLMS. (See Notes B and F of Notes to
Consolidated Financial Statements under Item 8, 'Financial Statements and
Supplementary Data.')

REAL ESTATE COMPETITION

SIR's primary competitors are small, local real estate brokerage firms that
deal exclusively with luxury real estate and the distinctive property divisions
of large regional and national real estate firms. Competition in the luxury real
estate business takes many forms, including competition in commission rates,
marketing expertise, attracting and retaining key personnel and the provision of
personalized service to sellers and buyers.

REAL ESTATE REGULATION

The real estate brokerage business is subject to regulation in most
jurisdictions in which SIR operates. Typically, individual real estate brokers
and brokerage firms are subject to licensing requirements. Depending on a
jurisdiction's requirements and the nature of SIR's business conducted there,
SIR may register to conduct business, maintain a real estate brokerage license,
and/or act as an exclusive marketing agent providing services to licensed real
estate brokers in a particular jurisdiction.

FACTORS AFFECTING OPERATING RESULTS AND LIQUIDITY

See Item 7, 'Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Factors Affecting Operating Results and Liquidity.'

FINANCIAL AND GEOGRAPHICAL INFORMATION ABOUT SEGMENTS

See Note C of Notes to Consolidated Financial Statements under Item 8,
'Financial Statements and Supplementary Data,' for financial and geographical
information about the Company's segments.

PERSONNEL

At December 31, 2002, the Company had 1,736 employees: 737 located in North
America; 655 in the U.K. and 344 in the rest of the world. The following table
provides a breakdown of employees by segment as of December 31, 2002:

The Company regards its relations with its employees as good.

(See Note S of Notes to Consolidated Financial Statements under Item 8,
'Financial Statements and Supplementary Data,' for information on the Company's
restructuring plans.)

WEBSITE ADDRESS

The Company makes available free of charge its annual report on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K through a
hyperlink from its website, www.sothebys.com, to
www.shareholder.com/bid/stock4.cfm, a website maintained by an unaffiliated
third-party service. Such reports are made available on the same day that they
are electronically filed with or furnished to the Securities and Exchange
Commission.

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ITEM 2. PROPERTIES

The Company's North American Auction and Finance operations, as well as its
corporate offices, are headquartered at 1334 York Avenue, New York, New York
(the 'York Property'). The York Property is approximately 400,000 square feet.
The Company also leases warehouse space at one other location in Manhattan, New
York, and leases office and exhibition space in several other major cities
throughout the U.S., including Los Angeles and San Francisco, California;
Chicago, Illinois; Palm Beach, Florida; Philadelphia, Pennsylvania; and Boston,
Massachusetts.

The Company acquired the York Property in July 2000. During the first
quarter of 2001, the Company completed the construction of a six-story addition
and renovation of the York Property, which expanded the Company's auction,
warehouse and office space in New York City and enabled the Company to
consolidate many of its New York City operations. On February 7, 2003, the
Company sold the York Property and entered into an agreement to lease it back
from the buyer for an initial 20-year term, with options to extend the lease for
two additional 10-year terms. (See Item 7, 'Management's Discussion and Analysis
of Results of Operations,' and Notes G and K of Notes to Consolidated Financial
Statements under Item 8, 'Financial Statements and Supplementary Data.')

The Company's U.K. operations (primarily auction) are centered at New Bond
Street, London, where the main salesrooms and administrative offices of
Sotheby's U.K. are located. The New Bond Street premises are approximately
200,000 square feet. The Company owns a portion of the New Bond Street premises
and a portion is leased under long-term leases. The Company also leases
approximately 50,000 square feet at Olympia, a landmark building located in
Kensington, West London. The Olympia facility, which commenced operations in
September 2001, is a specially dedicated middle market salesroom that expands
the Company's London auction operations. In addition, the Company leases
warehouse space at King's House in West London and owns land and a building in
Sussex (the 'Sussex Property'), which previously housed an auction salesroom.
The Company is in the process of selling the Sussex Property.

The Company also leases space primarily for auction operations in various
locations throughout Continental Europe, including salesrooms in Amsterdam,
Netherlands; Geneva and Zurich, Switzerland; Milan, Italy; and Paris, France; in
Asia, including Hong Kong; Singapore; Taipei, Taiwan; and Tokyo, Japan; in
Australia and in South America.

SIR's corporate headquarters, upper East Side Manhattan brokerage operations
and certain regional operations are located in approximately 25,000 square feet
of leased office space at 38 East 61st Street, New York, New York. SIR also
leases office space at a number of domestic and international locations,
totaling approximately 80,300 square feet.

In management's opinion, the Company's worldwide premises are generally more
than adequate for the current conduct of its business.

ITEM 3. LEGAL PROCEEDINGS

In April 1997, the Antitrust Division of the United States Department of
Justice (the 'DOJ') began an investigation of certain art dealers and major
auction houses, including the Company and its principal competitor, Christie's.
The Company has pled guilty to a violation of the U.S. antitrust laws in
connection with a conspiracy to fix auction commission rates charged to sellers
in the U.S. and elsewhere and, on February 2, 2001, the U.S. District Court for
the Southern District of New York accepted the Company's plea and imposed on the
Company a fine of $45 million payable without interest over a period of five
years. The Company has funded $12 million of the fine payable to the DOJ, and
the remaining $33 million of the fine is payable as follows: (a) $6 million due
February 6, 2004, (b) $12 million due February 6, 2005 and (c) $15 million due
February 6, 2006. (See Note P of Notes to Consolidated Financial Statements
under Item 8, 'Financial Statements and Supplementary Data.') The Canadian
Competition Bureau is also conducting an investigation regarding commissions
charged by the Company and Christie's for auction services, and the Company is
cooperating with this investigation.

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The European Commission also conducted an investigation regarding
anti-competitive practices by the Company and Christie's beginning in January
2000. On October 30, 2002, the European Commission issued a decision in which it
determined that the Company and Christie's had breached the competition
provisions of the Treaty Establishing the European Community by agreeing to fix
selling commissions and other trading terms in connection with auctions held in
the European Union. Pursuant to this decision, the European Commission imposed a
fine of approximately $20.1 million on the Company, which was paid on February
5, 2003. (See Note P of Notes to Consolidated Financial Statements under
Item 8, 'Financial Statements and Supplementary Data.')

A number of private civil actions, styled as class actions, were also filed
against the Company alleging violations of federal and state antitrust laws
based upon alleged agreements between the Company and Christie's regarding
commissions charged to purchasers and sellers of property in the U.S. and
elsewhere, including actions alleging violations of federal antitrust laws in
connection with auctions in the U.S. (the 'U.S. Antitrust Litigation'). In
addition, several shareholder class action complaints were filed against the
Company and certain of its directors and officers, alleging failure to disclose
the alleged agreements and their impact on the Company's financial condition and
results of operations (the 'Shareholder Litigation'). And a number of
shareholder derivative suits were filed against the directors of the Company
based on allegations related to the foregoing lawsuits and investigations. The
U.S. Antitrust Litigation, the Shareholder Litigation and all of the shareholder
derivative suits have been settled pursuant to non-appealable court-approved
settlement agreements that have been fully funded or reserved for. (See Note P
of Notes to Consolidated Financial Statements under Item 8, 'Financial
Statements and Supplementary Data.')

Under the settlement agreement relating to the U.S. Antitrust Litigation,
the Company has deposited into an escrow account for the benefit of members of
the class (a) $206 million in cash and (b) a global vendor's commission discount
certificate with a face value of $62.5 million. The court determined that the
$62.5 million face value of the global vendor's commission discount certificate
had a fair market value of not less than $50 million. Of these amounts, $156
million in cash was funded by A. Alfred Taubman, holder of approximately 13.2
million shares of the Company's Class B Common Stock, the Company's former
Chairman and a co-defendant in the U.S. Antitrust Litigation. The vendor's
commission discount certificates may be used to satisfy consignment charges
involving vendor's commission, risk of loss and/or catalogue illustration at the
Company or Christie's during the five years after their distribution to members
of the class and are redeemable for cash at the end of four years.

One of the parties that opted out of the class action settlement in the U.S.
Antitrust Litigation has threatened to commence a lawsuit against the Company
and Christie's alleging antitrust violations and is seeking approximately $20
million in damages. The Company believes that its maximum potential exposure in
this matter is substantially less than the amount of the claim. The parties have
agreed to enter into non-binding mediation to attempt to resolve this claim, and
the mediation process is underway. Although there were other opt-outs from the
settlement of the U.S. Antitrust Litigation, no other claims have been asserted
to date. (See Note P of Notes to Consolidated Financial Statements under
Item 8, 'Financial Statements and Supplementary Data.') (See statement on
Forward Looking Statements.)

Three other purported class action lawsuits were filed in the U.S. District
Court for the Southern District of New York against the Company and its
wholly-owned subsidiary, Sotheby's, Inc., beginning in August 2000, alleging
violations of the federal antitrust laws and international law, on behalf of
purchasers and sellers in auctions conducted outside the U.S. Christie's was
also named as a defendant in these actions along with several current or former
directors and/or officers of both the Company and Christie's. The complaints in
these actions (the 'International Antitrust Litigation') contained allegations
identical to the complaints in the U.S. Antitrust Litigation, but were
considered separately from the U.S. Antitrust Litigation. On October 30, 2000,
plaintiffs filed a consolidated amended complaint in the International Antitrust
Litigation. On January 30, 2001, the court granted the Company's motion to
dismiss the International Antitrust Litigation on the grounds of lack of
jurisdiction over auctions held by the Company and its

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subsidiaries outside of the U.S. Plaintiffs appealed the court's decision to the
U.S. Court of Appeals for the Second Circuit. On March 13, 2002, the Second
Circuit Court of Appeals reversed the District Court's ruling that it lacked
jurisdiction over auctions held by the Company, its subsidiaries and Christie's
outside of the U.S. and remanded the case to the District Court to consider
whether the International Antitrust Litigation should be dismissed on other
grounds -- namely, the plaintiffs' lack of standing or the fact that New York is
an improper venue for consideration of this matter. The Company and Christie's
have filed a petition for certiorari seeking review of the Court of Appeals'
decision by the U.S. Supreme Court. On March 10, 2003, the Company and
Christie's agreed, subject to court approval, to pay $20 million each to settle
the International Antitrust Litigation. Under the settlement agreement (the
'International Settlement Agreement'), $10 million will be payable by the
Company into an escrow account for the benefit of members of the class upon
preliminary approval of the settlement by the court, and an additional $10
million will be payable by the Company upon final court approval. The
International Settlement Agreement also provides for the claim made by a law
firm in the U.K. described below to be withdrawn and for the purported class
action in Canada described below to be dismissed. Also, purchasers and sellers
who participate in the settlement must agree not to pursue similar claims
against Sotheby's and Christie's in jurisdictions outside the U.S. The Company
entered into the International Settlement Agreement without any admission of
liability. (See Note P of Notes to Consolidated Financial Statements under
Item 8, 'Financial Statements and Supplementary Data.')

In addition to the federal actions, six indirect purchaser class action
lawsuits have been filed against the Company, its subsidiary, Sotheby's, Inc.
and Christie's in the Superior Court of the State of California, alleging
violations of the Cartwright Act, California's antitrust statute, and the
California Unfair Competition Act. The complaints in these lawsuits purport to
be brought on behalf of individuals that indirectly purchased items in
California from one or more of the defendants. The complaints generally allege,
among other things, that the Company along with Christie's conspired to fix and
raise the commissions charged to buyers and sellers of art and other items at
auction, and that, as a result, such indirect purchasers paid more for art and
other items than they otherwise would have paid in the absence of defendants'
conduct. The complaints seek, among other things, treble damages in unspecified
amounts, interest, disgorgement of gains, equitable relief, attorneys' fees and
costs. On May 3, 2002, the Company agreed, subject to court approval, to pay
$192,500 to settle all of these lawsuits, and a hearing on this settlement has
been scheduled by the court for April 4, 2003. The Company entered into this
agreement without any admission of liability.

The Company's agreement with A. Alfred Taubman, pursuant to which Mr.
Taubman provided certain funding for the settlements of the U.S. Antitrust
Litigation and the Shareholder Litigation, also provided for mutual releases by
the Company and Mr. Taubman of claims against each other relating to the DOJ
investigation and other related investigations, as well as the civil litigation.
In addition, the agreement provides for the Company to bear all liability and to
indemnify Mr. Taubman for damages in connection with any civil proceeding
relating to any antitrust claim asserted by buyers or sellers at auctions
conducted outside of the U.S., including the International Antitrust Litigation,
and for legal fees and expenses incurred by Mr. Taubman after April 12, 2001 in
connection with any such proceeding.

In the U.K., on June 12, 2002, the Company and Christie's each received a
letter of claim from a law firm purporting to be acting on behalf of 41
identified and an unspecified number of unidentified individuals and businesses
who sold items at auctions held by the Company and Christie's in London,
England, during the period from September 1995 through at least February 7,
2000. The letter of claim was sent in anticipation of possible litigation
seeking damages on behalf of the law firm's clients as a result of an alleged
anti-competitive agreement between the Company and Christie's relating to
sellers' commissions. The Company has requested further information from the law
firm regarding the number and identity of its clients and the nature and amounts
of their claims. The Company cannot predict at this time whether any legal
proceedings will ultimately result from this letter of claim or what the amount
of any damages claimed in any such legal proceedings might be. Under the terms
of the International Settlement Agreement, this claim

8

would be withdrawn upon court approval of the settlement. (See Note Q of Notes
to Consolidated Financial Statements under Item 8, 'Financial Statements and
Supplementary Data.')

In Canada, a purported class action has been commenced in the Superior Court
of Ontario against the Company, Sotheby's (Canada) Limited, Christie's and other
defendants claiming damages in the amount of approximately $14 million plus
costs for alleged anti-competitive activities. Under the terms of the
International Settlement Agreement, this action would be dismissed upon court
approval of the settlement. If the settlement is not approved, it is anticipated
that a Statement of Defense will be filed denying any liability with respect to
the claim. (See Note Q of Notes to Consolidated Financial Statements under
Item 8, 'Financial Statements and Supplementary Data.')

The Company is also aware of a governmental investigation in Italy arising
from certain allegations of improper conduct by current and former Company
employees. These allegations arose from an early 1997 television program aired
in the U.K. as well as the publication of a related book. The Company has been
in contact during the past several years with, and is continuing to work with,
the relevant authorities.

The Company also becomes involved, from time to time, in various claims and
lawsuits incidental to the ordinary course of its business. The Company does not
believe that the outcome of any such pending claims or proceedings will have a
material effect upon its business, results of operations, financial condition or
liquidity. (See statement on Forward Looking Statements.)

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the Company's shareholders during the
fourth quarter of 2002.

9

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS

MARKET INFORMATION

The principal U.S. market for the Company's Class A Common Stock is the NYSE
(symbol: BID). The Class A Common Stock is also traded on the London Stock
Exchange.

The Company also has Class B Common Stock, convertible on a share for share
basis into Class A Common Stock. There is no public market for the Class B
Common Stock. Per share cash dividends, if any, are equal for the Class A Common
Stock and Class B Common Stock.

The quarterly price ranges on the NYSE of the Class A Common Stock for 2002
and 2001 are as follows:

The Company's existing credit facility has a covenant that requires the
Company to limit dividend payments. (See Item 7, 'Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources,' and Note I of Notes to Consolidated Financial Statements
under Item 8, 'Financial Statements and Supplementary Data.')

The Company did not pay any dividends during 2002 and 2001 and does not
expect to pay dividends for the foreseeable future.

The number of holders of record of the Class A Common Stock as of March 7,
2003 was 811. The number of holders of record of the Class B Common Stock as of
March 7, 2003 was 27.

10

EQUITY COMPENSATION PLANS

The following table provides information as of December 31, 2002 with
respect to shares of the Company's common stock that may be issued under its
existing equity compensation plans, including the 1987 Stock Option Plan, the
1997 Stock Option Plan, the Performance Share Purchase Plan and the Stock
Compensation Plan for Non-Employee Directors (shares in thousands):

Stock options issued pursuant to the 1987 Stock Option Plan, the 1997 Stock
Option Plan and the Performance Share Purchase Plan are exercisable into shares
of the Company's Class B Common Stock.

The number of securities remaining available for issuance includes 69,635
shares of Class A Common Stock reserved under the Stock Compensation Plan for
Non-Employee Directors.

(See Note L of Notes to Consolidated Financial Statements under Item 8,
'Financial Statements and Supplementary Data,' for a description of the material
features of and additional information related to the 1987 Stock Option Plan,
the 1997 Stock Option Plan, the Performance Share Purchase Plan and the Stock
Compensation Plan for Non-Employee Directors.)

11

ITEM 6. SELECTED FINANCIAL DATA

SELECTED FINANCIAL DATA

- ---------

(1) Auction Sales represent sales at the hammer price plus buyer's premium.

(2) Includes 2002 special charges of $41.0 million, retention costs of $22.6
million and net restructuring charges of $2.0 million.

(3) Includes 2001 retention costs of $19.8 million, net restructuring charges
of $16.5 million and special charges of $2.5 million.

(4) Includes 2000 special charges of $203.1 million, net restructuring charges
of $12.6 million and retention costs of $3.4 million.

(5) Includes 1998 net restructuring charges of $15.2 million.

(6) Includes 2002 special charges of $35.3 million, retention costs of $14.4
million and net restructuring charges of $1.3 million, after tax.

(7) Includes 2001 retention costs of $12.6 million, net restructuring charges
of $10.6 million and special charges of $1.6 million, after tax.

(8) Includes 2000 special charges of $159.6 million, net restructuring charges
of $8.1 million and retention costs of $2.2 million, after tax.

(9) Includes 1998 restructuring charges of $9.3 million, after tax.

(10) Short-term credit facility borrowings, long-term credit facility borrowings
and long-term debt less cash and cash equivalents.

12

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Seasonality -- The worldwide art auction market has two principal selling
seasons, spring and fall. Consequently, during the summer and winter, Auction
Sales (as defined below) are considerably lower. During 2002, 2001 and 2000,
approximately 78%, 79% and 84% of the Company's Auction Sales, respectively,
were derived from the second and fourth quarters of the year (see Note T of
Notes to Consolidated Financial Statements under Item 8, 'Financial Statements
and Supplementary Data').

Application of Critical Accounting Policies -- The Company's Consolidated
Financial Statements are based on the selection and application of significant
accounting policies, which require management to make estimates and assumptions
that affect the amounts reported in the Consolidated Balance Sheets and the
Consolidated Statements of Operations, as well as the related disclosure of
contingent assets and liabilities. Management believes that the following are
the most critical areas in the application of its accounting policies that may
affect its financial condition and results of operations.

(1) Accounts Receivable -- The Company is required to estimate the
collectibility of its accounts receivable balances, which are primarily
related to the Auction segment. A considerable amount of judgment is
required in assessing the collectibility of these receivables,
including judgments about the current creditworthiness and financial
condition of each client and related aging of past due balances.
Management evaluates specific accounts receivable balances when it
becomes aware of a situation where a client may not be able to meet its
financial obligations to the Company. The amount of the required
allowance is based on the facts available to management and is
reevaluated and adjusted as additional information is received.
Allowances are also established for probable losses inherent in the
remainder of the accounts receivable balance based on historical
collection data for certain aged receivable categories. If the
creditworthiness of the Company's clients were to deteriorate,
additional allowances would be required resulting in a reduction of the
operating results of the Auction segment. (See Note D of Notes to
Consolidated Financial Statements under Item 8, 'Financial Statements
and Supplementary Data.')

(2) Notes Receivable -- The Company is required to estimate the
collectibility of its notes receivable balances, which are related to
the client loan portfolio of the Finance segment. A considerable amount
of judgment is required is assessing the collectibility of these loans,
including judgments about the estimated realizable value of any
underlying collateral and the current creditworthiness and financial
condition of each borrower. Management evaluates specific loans when it
becomes aware of a situation where a borrower may not be able to repay
the loan. The amount of the required allowance is based on the facts
available to management and is reevaluated and adjusted as additional
information is received. Secured loans that may not be collectible are
analyzed based on the current estimated realizable value of the
collateral securing each loan. The Company establishes reserves for
such secured loans that management believes are under-collateralized,
and with respect to which the under-collateralized amount may not be
collectible from the borrower. To the extent that the Company is
looking wholly or partially to the collateral for repayment of its
loans, repayment can be adversely impacted by a decline in the art
market in general or in the value of the particular collateral. In
addition, in situations where the borrower becomes subject to
bankruptcy or insolvency laws, the Company's ability to realize on its
collateral may be limited or delayed by the application of such laws.
Unsecured loans are analyzed based on management's estimate of the
current collectibility of each loan, taking into account the
creditworthiness and financial condition of the borrower. A reserve is
also established for probable losses inherent in the remainder of the
loan portfolio based on historical data related to loan write-offs. If
the estimated realizable value of any underlying collateral and/or the
creditworthiness of borrowers in the Company's client loan portfolio
were to deteriorate, additional allowances would be required resulting
in a reduction of the

13

operating results of the Finance segment. (See Note D of Notes to
Consolidated Financial Statements under Item 8, 'Financial Statements
and Supplementary Data.')

(3) Inventory -- Inventory consists of objects purchased for investment
purposes, as well as objects obtained incidental to the auction
process, primarily as a result of defaults by purchasers after the
consignor has been paid, the failure of guaranteed property to sell at
auction at or above the minimum price guaranteed by the Company and
honoring the claims of purchasers. Inventory is valued at the lower of
cost or management's estimate of net realizable value. This estimate is
based on management's judgments about the art market in general and the
value of individual items held in inventory. If the market value of
this inventory were to decline, the Company would be required to record
a loss in the Auction segment to reduce the carrying value of the
inventory. (See Note E of Notes to Consolidated Financial Statements
under Item 8, 'Financial Statements and Supplementary Data.')

(4) Investments -- The Company uses the equity method to account for its
investment in AMA. The carrying value of this investment is based on an
estimate of the fair value of the underlying inventory of fine art
owned by the Partnership. This estimate is based on judgments about the
art market in general and the value of individual items in AMA's
inventory. If the market value of this inventory were to decline, the
Company would be required to record a loss in the Auction segment to
reduce the carrying value of the Company's investment in AMA. (See Note
F of Notes to Consolidated Financial Statements under Item 8,
'Financial Statements and Supplementary Data.')

(5) Goodwill -- The Company has goodwill related to its Auction and Real
Estate reporting units. Goodwill is tested for impairment on an annual
basis and whenever an event occurs or circumstances change that would
more likely than not reduce the fair value of the Auction and Real
Estate reporting units below their recorded book values. The
determination of whether goodwill is impaired involves significant
judgments regarding the fair values of the Auction and Real Estate
reporting units. Management's estimate of these fair values is
determined on the basis of discounted future cash flows expected from
the Auction and Real Estate reporting units. These cash flow
projections are based on short and long-term forecasts of operating
results of the Auction and Real Estate reporting units. Due to
uncertain market conditions, it is possible that the forecasts used to
support the Company's goodwill may change in the future, which could
result in impairment charges that would adversely affect the operating
results of the Auction and/or Real Estate reporting units. (See Note H
of Notes to Consolidated Financial Statements under Item 8, 'Financial
Statements and Supplementary Data.')

(6) Pension Benefits -- The pension obligations related to the Company's
U.K. defined benefit pension plan are developed from an actuarial
valuation. Inherent in this valuation are key assumptions and
estimates, including the discount rate, expected return on plan assets,
future compensation increases, and other factors, which are updated on
an annual basis. In determining these assumptions and estimates,
management considers current market conditions, market indices and
other relevant data. Since the year 2000, actual asset returns have
been less than the Company's assumed rate of return on plan assets,
contributing to unrecognized net losses of approximately $59.3 million
at December 31, 2002. These unrecognized losses will be systematically
recognized as an increase in future net periodic pension expense in
accordance with Statement of Financial Accounting Standards ('SFAS')
No. 87, 'Employers' Accounting for Pensions.' Under SFAS No. 87, the
Company uses the market-related value of plan assets to reflect changes
in the fair value of plan assets over a five-year period. Further,
unrecognized losses in excess of 10% of the greater of the
market-related value of plan assets or the plan's projected benefit
obligation are recognized over a period of approximately 13 years,
which represents the average remaining service period of active
employees expected to receive benefits under the plan.

14

The fair value of plan assets is based on the performance of the
financial markets, particularly the equity markets. The equity markets
can be, and recently have been, very volatile. Therefore, the market
value of plan assets can change dramatically in a relatively short
period of time. Additionally, the measurement of the plan's benefit
obligations is highly sensitive to changes in interest rates. As a
result, if the equity markets decline and/or interest rates decrease in
2003, the plan's estimated accumulated benefit obligation could exceed
the fair value of plan assets and, therefore, the Company would be
required to establish an additional minimum liability, which would
result in a reduction in shareholders' equity for the amount of the
shortfall plus the amount of the Company's current $21.7 million
prepaid pension cost. (See statement on Forward Looking Statements.)

(See Note M of Notes to Consolidated Financial Statements under
Item 8, 'Financial Statements and Supplementary Data.')

(7) Legal and Other Contingencies -- The Company is subject to legal
proceedings, lawsuits and other claims. Management is required to
assess the likelihood of any adverse judgments or outcomes in these
matters, as well as potential ranges of probable losses. A
determination of the amount of reserves, if any, required for these
contingencies is based on a careful analysis of each individual
exposure with, in some cases, the assistance of outside legal counsel.
The required reserves may change in the future due to new developments
in each matter or changes in approach such as a change in settlement
strategy in dealing with these matters. (See Notes P and Q of Notes to
Consolidated Financial Statements under Item 8, 'Financial Statements
and Supplementary Data.')

(8) Net Restructuring Charges -- During 2002, 2001 and 2000, the Company
recorded charges in connection with its restructuring plans. The
related restructuring liabilities include estimates for severance and
employee termination benefits and settlements of contractual
obligations, as well as for the value of impaired assets. Management
reassesses the amount of the restructuring liability required to
complete each restructuring plan at the end of each quarter. Actual
experience has been and may continue to be different from management's
original estimates of the Company's restructuring liabilities. When
actual results differ from estimates, the restructuring liability is
adjusted and the amount of any adjustment impacting earnings is
recorded within net restructuring charges in the Company's Consolidated
Statements of Operations. (See Note S of Notes to Consolidated
Financial Statements under Item 8, 'Financial Statements and
Supplementary Data.')

(9) Income Taxes -- At December 31, 2002, the Company had net deferred tax
assets of $95.9 million primarily resulting from net operating loss
carryforwards and deductible temporary differences, which will reduce
taxable income in future periods over a number of years. Included in
this net deferred tax asset is a valuation allowance of $49.8 million
to reduce the Company's deferred tax assets to the amount that is more
likely than not to be realized. In assessing the need for the valuation
allowance management considers, among other things, its projections of
future taxable income and ongoing prudent and feasible tax planning
strategies. If the Company does not meet its projection of taxable
income for 2003, it will be more difficult to support the realization
of these deferred tax assets. As a result, an additional valuation
allowance may be required in 2003, which would have an adverse impact
on the Company's results of operations. Conversely, should management
determine that it would be able to realize its deferred tax assets in
the future in excess of its net recorded amount, an adjustment to the
deferred tax asset would have a favorable impact on the Company's
results of operations in the period such determination was made. (See
Note J of Notes to Consolidated Financial Statements under Item 8,
'Financial Statements and Supplementary Data.')

15

(10) Stock-Based Compensation -- As permitted by generally accepted
accounting principles, management has elected to measure stock-based
compensation in accordance with Accounting Principles Board ('APB')
Opinion No. 25, 'Accounting for Stock Issued to Employees.' Under APB
Opinion No. 25, stock-based compensation is measured using the
intrinsic value approach. During 2002, 2001 and 2000, the Company was
not required to record compensation expense related to the 1987 Stock
Option Plan and the 1997 Stock Option Plan as all options under these
plans are granted with an exercise price equal to or greater than the
fair market value of the Company's Class A Common Stock at the date of
grant.

Generally accepted accounting principles also permit stock-based
compensation to be measured based on the fair value of options granted
in accordance with SFAS No. 123, 'Accounting for Stock-Based
Compensation.' (See Note B of Notes to Consolidated Financial
Statements under Item 8, 'Financial Statements and Supplementary Data,'
for pro forma disclosure of the Company's net loss and loss per share
for 2002, 2001 and 2000 assuming management had elected to adopt the
optional measurement provisions of SFAS No. 123.)

(See Note B of Notes to Consolidated Financial Statements under Item 8,
'Financial Statements and Supplementary Data,' for information on the
Company's other accounting policies.)

Auction Sales for the Years Ended December 31, 2002 and 2001 -- The
aggregate hammer price of property sold at auction by the Company ('Auction
Sales'), which includes buyer's premium, totaled $1.8 billion during 2002, an
increase of $154.3 million, or 10%, compared to the prior year. Excluding the
impact of favorable foreign currency translations, Auction Sales increased
$103.5 million, or 6%. The increase in worldwide Auction Sales reflects a 35%
increase in the average selling price per lot sold in 2002 as compared to 2001,
partially offset by a 21% decrease in the number of lots sold.

As discussed below, Auction Sales during 2002 include the sale of Rubens'
masterpiece, 'The Massacre of the Innocents,' for approximately $77 million.
Excluding the Rubens sale and the impact of favorable foreign currency
translations, Auction Sales increased $26.5 million, or 2%, when compared to
2001. This increase in Auction Sales reflects a 29% increase in the average
selling price per lot sold in 2002 when compared to 2001, partially offset by a
21% decrease in the number of lots sold.

Also favorably impacting Auction Sales in 2002 was the diminished presence
of Phillips, which provided strong competition and increased its market share in
certain collecting categories in 2001. In January 2003, Phillips announced plans
to discontinue public auctions of Impressionist and Modern art, as well as to
eliminate most regularly scheduled art auctions in the U.S., thereby further
reducing its influence on the competitive environment in the international art
market.

The following is a geographical breakdown of the Company's Auction Sales for
2002 and 2001:

Auction Sales in North America increased $56.7 million, or 7%, during 2002.
This increase was primarily due to favorable various-owner sales results of
Impressionist Art, Contemporary Art and American Paintings, partially offset by
a 26% decrease in Auction Sales attributable to single-owner collections.
Specifically, 2001 included the single-owner sale of Works from the Collection
of Stanley J. Seeger for which there was no comparable sale in 2002. Also
unfavorably impacting the comparison to the prior year are lower sales results
from certain decorative art and collectible

16

categories in 2002, as well as decreased sales of Old Master Paintings,
Nineteenth Century Paintings, wine and jewelry.

Auction Sales in Europe increased $91.1 million, or 13%, during 2002.
Excluding the impact of favorable foreign currency translations, Auction Sales
in Europe increased $41.4 million, or 6%, during 2002. This increase was
primarily the result of the July 2002 sale of Rubens' masterpiece, 'The Massacre
of the Innocents,' for approximately $77 million, as well as a 70% increase in
Auction Sales attributable to single-owner collections. Specifically, 2002
included the single-owner sale of The Beck Collection for which there was no
comparable sale in 2001. Additionally, 2002 included approximately $23.8 million
of single-owner Auction Sales in the Paris auction salesroom, which commenced
operations in October 2001. These increases were partially offset by lower sales
of British Pictures and decreased sales of Old Master Paintings (excluding the
sale of the Rubens masterpiece discussed above), as well as decreased jewelry
sales in Switzerland.

Auction Sales in Asia increased $6.6 million, or 8%, in 2002 when compared
to 2001 primarily due to increased sales of Chinese Ceramics in Hong Kong, as
well as improved paintings sales in Australia and Singapore. The comparison to
2001 for Asian Auction Sales was not materially affected by the translation to
U.S. Dollars.

Management currently believes that global economic uncertainty, as well as
the threat of war with Iraq may have an unfavorable impact on auction
consignments for the Company's upcoming spring sales, and may therefore,
negatively impact Auction Sales, buyer's premium revenues and seller's
commission revenues during the second quarter of 2003.

Results of Operations for the Years Ended December 31, 2002 and 2001 -- Note
C ('Segment Reporting') of Notes to Consolidated Financial Statements should be
read in conjunction with this discussion.

Worldwide auction and related revenues increased $11.2 million, or 4%, in
2002 when compared to 2001. Excluding the impact of favorable foreign currency
translations, worldwide auction and related revenues increased $1.8 million, or
1%. Excluding approximately $9 million in auction commissions attributable to
the Rubens sale discussed above and the impact of favorable foreign currency
translations, worldwide auction and related revenues decreased $7.2 million, or
3%. This decrease was principally due to margin erosion primarily resulting from
the competitive environment for consignments (as discussed in more detail below)
and commissions shared with unaffiliated third parties who participated in the
Company's auction guarantee transactions (see Note Q of Notes to Consolidated
Financial Statements under Item 8, 'Financial Statements and Supplementary
Data') in order to reduce the Company's principal risk. Also unfavorably
impacting the comparison to 2001 are lower private treaty revenues, as well as
decreased catalogue subscription sales. These decreases were partially offset by
the favorable impact of the revised buyer's premium rate structure that became
effective on April 1, 2002, as well as incremental auction commissions generated
by the increase in worldwide Auction Sales discussed above. Also favorably
impacting the comparison to 2001 are increased revenues from principal
activities primarily due to higher profits resulting from the Company's interest
in the purchase and resale of art by certain dealers (see Note D of Notes to
Consolidated Financial Statements under Item 8, 'Financial Statements and
Supplementary Data'), successful auction guarantees and increased income from
the Company's investment in AMA (see Note F of Notes to Consolidated Financial
Statements under Item 8, 'Financial Statements and Supplementary Data').

During 2002, the business environment in the art market continued to be
difficult and the Company continued to face intense competition for
consignments, particularly from its traditional competitor, Christie's. As a
result of the intense competition for consignments, the Company has experienced
a decrease in seller's commission revenue as a percentage of Auction Sales, as
well as an increase in introductory auction commissions during the current
period. The Company currently believes that this business environment may
continue and, as a result, may adversely impact future results of operations.
(See statement on Forward Looking Statements.)

Effective January 2003, the Company increased its buyer's premium for
auction sales in its major salesrooms worldwide. The buyer's premium will
generally be 20% of the hammer (sale) price on the first $100,000 and 12% of any
remaining amount over $100,000. Previously, the buyer's premium was generally
19.5% of the hammer (sale) price up to $100,000 and 10% of any remaining amount
over $100,000. The Company expects this change to the buyer's premium rate
structure to result in an increase in 2003 auction and related revenues. (See
statement on Forward Looking Statements.)

17

Other revenues consist primarily of revenues from the Company's Real Estate
and Finance segments. Other revenues decreased $2.2 million, or 5%, in 2002 when
compared to 2001. The decrease was primarily due to a $5.3 million, or 47%,
decrease in revenues from the Finance segment, partially offset by a $3.5
million, or 10%, increase in revenues from the Real Estate segment. The decrease
in Finance revenues was primarily due to a lower average loan portfolio balance
and lower interest rates. The lower average loan portfolio balance was
principally due to the collection of maturing loans in 2002, as well as the
decreased funding of new unsecured loans. The increase in Real Estate revenues
was primarily due to higher sales volume principally resulting from a 22%
increase in unit sales, partially offset by a 7% decrease in average selling
price. The comparison to 2001 for other revenues was not materially affected by
the translation to U.S. Dollars.

Management currently believes that global economic uncertainty, as well as
the threat of war with Iraq may worsen an already softening luxury real estate
market, and may therefore, negatively impact Real Estate segment revenues
during the first half of 2003.

Direct costs of services (consisting largely of corporate marketing and sale
marketing expenses, as well as catalogue production and distribution costs)
decreased $6.7 million, or 11%, in 2002 when compared to 2001. Excluding the
impact of unfavorable foreign currency translations, direct costs of services
decreased $8.3 million, or 13%. This decrease was due in part to a $3.8 million
reduction in catalogue production costs primarily resulting from the Company's
use of digital photography and other catalogue savings initiatives, as well as
the 21% decrease in the number of lots sold at auction during 2002, as discussed
above. Additionally, 2002 results reflect savings in marketing expenses and
other auction direct costs principally resulting from the Company's
restructuring plans (see Note S of Notes to Consolidated Financial Statements
under Item 8, 'Financial Statements and Supplementary Data') and management's
other cost containment efforts.

Salaries and related costs decreased $8.4 million, or 5%, in 2002 when
compared to 2001. Excluding the impact of unfavorable foreign currency
translations, salaries and related costs decreased $11.6 million, or 7%. This
decrease was primarily due to savings achieved in the Auction segment as a
result of the Company's restructuring plans and management's other cost
containment efforts. Additionally, 2002 results reflect reduced salaries and
related costs resulting from the capitalization of $1.8 million in costs
associated with computer software developed for internal use. These decreases
were partially offset by a lower net pension benefit in 2002 related to the
Company's U.K. defined benefit pension plan (see Note M of Notes to Consolidated
Financial Statements under Item 8, 'Financial Statements and Supplementary
Data'). The Company currently expects the unfavorable trend in pension costs to
continue and anticipates an increase of approximately $1.5 million in costs
related to the U.K. pension plan in 2003 when compared to 2002. (See statement
on Forward Looking Statements.)

General and administrative expenses increased $1.0 million, or 1%, in 2002
when compared to 2001. Excluding the impact of unfavorable foreign currency
translations, general and administrative expenses decreased $0.9 million, or 1%.
This decrease was principally due to savings achieved in travel and
entertainment expenses, facility rental costs and telecommunication costs
primarily as a result of the Company's restructuring plans and management's
other cost containment efforts. Also favorably influencing the comparison to the
prior year are a decreased level of authenticity claims and goodwill gestures in
2002, as well as the reversal of $1.9 million of accruals that were no longer
required due to favorable changes in circumstances. These favorable variances
were partially offset by a $1.4 million increase in insurance costs principally
in the Auction segment. The comparison to the prior year is also unfavorably
influenced by the reversal in 2001 of approximately $5.2 million of accruals
that were no longer required due to favorable changes in circumstances.
Additionally, general and administrative expenses for 2002 and 2001 include the
reversal of $1.1 million and $1.6 million, respectively, of bad debt accruals
that were no longer necessary due to the collection or settlement of the related
client receivable balances.

Depreciation and amortization expense decreased $1.2 million, or 5%, in 2002
when compared to 2001. This decrease was primarily attributable to lower
depreciation and amortization expense due to the write-off of computer hardware
and software in the fourth quarter of 2001 as a result of the Company's
strategic alliance with eBay (see Note S of Notes to Consolidated Financial
Statements under Item 8, 'Financial Statements and Supplementary Data'), as well
as the cessation of goodwill amortization as a result of the adoption of SFAS
No. 142, 'Goodwill and

18

Other Intangible Assets,' on January 1, 2002 (see Note H of Notes to
Consolidated Financial Statements under Item 8, 'Financial Statements and
Supplementary Data'). This decrease was partially offset by the incremental
depreciation and amortization expense associated with capital projects placed
into service during 2001 and 2002, including depreciation expense attributable
to the final phase of the York Property that was placed in service in April
2001. The comparison to 2001 for depreciation and amortization expense was not
materially affected by the translation to U.S. Dollars.

On February 7, 2003, the Company sold the York Property and leased it back
from the buyer for an initial 20-year term, with options to extend the lease for
two additional 10-year terms. The lease will be accounted for as a capital
lease. As a result of this sale-leaseback transaction, the Company expects a net
increase in depreciation expense of approximately $5 million in 2003 when
compared to 2002. This increase consists of approximately $8 million in
depreciation expense attributable to the capital lease asset partially offset by
a reduction in depreciation expense of approximately $3 million resulting from
the sale of the York Property, as well as the amortization of the gain on the
sale over the initial lease term. (See 'Liquidity and Capital Resources' below
and Notes G and K of Notes to Consolidated Financial Statements under Item 8,
'Financial Statements and Supplementary Data,' for additional information on the
sale-leaseback transaction.) (See statement on Forward Looking Statements.)

Internet Related Operating Expenses -- In 2002, Internet related operating
expenses totaled $9.3 million. In 2001, Internet related operating expenses
totaled $22.6 million (excluding Internet related net restructuring charges of
approximately $8.4 million). The significant decrease was principally due to
savings achieved as a result of the Company's restructuring plans and other cost
containment efforts.

(See discussion below relating to the Company's restructuring plans, as well
as Note S of Notes to Consolidated Financial Statements under Item 8, 'Financial
Statements and Supplementary Data.')

Retention Costs -- In 2002 and 2001, the Company recognized expense of
approximately $22.6 million and $19.8 million, respectively, related to the
retention programs for a group of key employees. (See Note R of Notes to
Consolidated Financial Statements under Item 8, 'Financial Statements and
Supplementary Data.')

Restructuring Plans -- During 2002 and 2001, the Company recorded the
following net restructuring charges related to its restructuring plans:

(See Note S of Notes to Consolidated Financial Statements under Item 8,
'Financial Statements and Supplementary Data,' for detailed information relating
to the 1998 Restructuring Plan, the 2000 Restructuring Plan and the 2001
Restructuring Plan.)

In the fourth quarter of 2002, management approved plans to further
restructure the Company's Auction segment, as well as to carry out additional
headcount reductions in certain corporate departments (the '2002 Restructuring
Plan'). The goal of the 2002 Restructuring Plan is to improve profitability
through further cost savings and other strategic actions, as described below.

During the fourth quarter of 2002, the Company committed to the termination
of approximately 60 employees as a result of the 2002 Restructuring Plan and
recorded restructuring charges of $4.2 million principally consisting of
$4.0 million in severance and employee termination benefits, as well as
$0.1 million in lease termination costs. These headcount reductions impact
the live auction business of the Company's Auction segment primarily in North
America, as well as certain corporate departments. Estimated annual savings in
salaries

19

and related costs as a result of these headcount reductions will be
approximately $5 million. Substantially all of these savings are currently
expected to be fully realized during 2003.

In February 2003, as part of the 2002 Restructuring Plan, the Company and
eBay entered into an agreement pursuant to which separate online auctions on
sothebys.com will be discontinued in May 2003. Subsequent to that date, the
Company's Internet activities will focus on promoting the Company's live
auctions through eBay's Live Auctions Technology, which allows the Company's
clients to follow live auctions via the Internet and place bids online, in real
time. As a result of the restructuring of the Company's strategic alliance with
eBay, the Company expects to record restructuring charges in the range of $1.5
to $2.0 million in the first quarter of 2003, primarily consisting of severance
and employee termination benefits. These actions will result in estimated annual
cost savings of approximately $8 million, which are expected to be achieved
principally through lower salaries and related costs resulting from the
termination of approximately 30 employees and through attrition, as well as
through savings in direct costs of services and general and administrative
expenses. A majority of the savings will be initiated in May 2003 and are
expected to be fully realized by the fourth quarter of 2003. Additionally, the
Company expects a decrease in auction and related revenues as a result of the
discontinuation of separate online auctions on sothebys.com, which is expected
to be offset by incremental revenues generated by the Company's efforts, as part
of the 2002 Restructuring Plan, to increase Auction Sales of moderately valued
property through the live auction business.

During the first quarter of 2003, the Company anticipates committing to the
termination in Europe of approximately 50 additional employees as part of the
2002 Restructuring Plan. These headcount reductions will further impact the live
auction business of the Company's Auction segment. As a result, the Company
expects to record restructuring charges in the range of $3 million in the first
quarter of 2003, principally for severance and employee termination benefits.
Estimated annual savings, which will primarily relate to salaries and related
costs, are expected to be approximately $4 million. Such savings will be
initiated during the second quarter of 2003 and are currently expected to be
fully realized by the end of 2003.

(See Note S of Notes to Consolidated Financial Statements under Item 8,
'Financial Statements and Supplementary Data,' for additional information
relating to the 2002 Restructuring Plan.)

(With respect to all statements made herein regarding the Company's
restructuring plans, see statement on Forward Looking Statements.)

Special Charges -- See Note P of Notes to Consolidated Financial Statements
under Item 8, 'Financial Statements and Supplementary Data,' for information
relating to special charges.

Net Interest Expense -- Net interest expense decreased $1.5 million, or 7%,
in 2002 when compared to 2001. This decrease was largely due to lower interest
expense resulting from a lower average cost of borrowing related to the
Company's Amended and Restated Credit Agreement, as well as lower outstanding
borrowings. However, the comparison to the prior year was unfavorably influenced
by $1.3 million in interest income earned in 2001 related to an overdue client
receivable balance for which there was no comparable amount earned in 2002, as
well as decreased interest income resulting from lower cash balances and lower
interest rates. (See Note I of Notes to Consolidated Financial Statements under
Item 8, 'Financial Statements and Supplementary Data.')

As a result of the sale-leaseback transaction involving the York Property
discussed above, the Company expects a net increase in interest expense of
approximately $9 million in 2003 when compared to 2002. This increase consists
of approximately $16 million in interest expense attributable to the resulting
capital lease obligation partially offset by savings of approximately $7 million
as a result of lower credit facility borrowings. (See 'Liquidity and Capital
Resources' below and Notes G and K of Notes to Consolidated Financial Statements
under Item 8, 'Financial Statements and Supplementary Data,' for additional
information on the sale-leaseback transaction.) (See statement on Forward
Looking Statements.)

Income Tax Benefit -- The consolidated effective tax benefit rate was
approximately 23% in 2002 compared to approximately 42% in 2001. The decrease in
the effective tax benefit rate when compared to the prior year is primarily due
to the fact that the fine imposed by the European

20

Commission is not tax deductible and a portion of the International Antitrust
Litigation settlement is not tax deductible. (See Item 3, 'Legal Proceedings,'
and Notes J and P of Notes to Consolidated Financial Statements under Item 8,
'Financial Statements and Supplementary Data.') (See 'Application of Critical
Accounting Policies' above.) (See statement on Forward Looking Statements.)

Net Loss and Loss Per Share -- During 2002, net loss increased $13.1
million, or 31%, to ($54.8) million from ($41.7) million in 2001. Basic and
diluted loss per share for 2002 increased to ($0.89) from ($0.69) for 2001. The
impact on basic and diluted loss per share of the special charges related to the
DOJ investigation and other related matters (see Item 3, 'Legal Proceedings,'
and Note P of Notes to Consolidated Financial Statements under Item 8,
'Financial Statements and Supplementary Data') was ($0.57) and ($0.03) in 2002
and 2001, respectively. The impact on basic and diluted loss per share related
to the Company's Internet operating loss, excluding the Internet related
restructuring charges discussed above, was ($0.04) and ($0.16) in 2002 and 2001,
respectively. The impact of net restructuring charges on basic and diluted loss
per share was ($0.02) and ($0.17) in 2002 and 2001, respectively.

Other Matters -- In February 2003, the Compensation Committee of the Board
of Directors approved a one-time exchange offer of restricted stock or cash for
stock options to eligible employees that hold certain stock options with an
exercise price above $18 under the Company's 1987 and 1997 Stock Option Plans
(the 'Exchange Offer'). The issuance of the restricted stock is subject to
shareholder approval. The determination as to whether an individual can receive
restricted stock or cash is dependent upon the number of underlying options that
each employee holds. The amount of restricted stock that can be issued or cash
that can be paid to each employee under the Exchange Offer is calculated using a
discounted option pricing valuation model based on the number of eligible
options held. Assuming that all employees accept the Exchange Offer, the total
amount of options to be cancelled is estimated to be approximately 7.7 million.
The number of shares of restricted stock that will be issued, assuming that all
eligible employees accept the Exchange Offer, is estimated to be approximately
1.1 million shares. These shares will be issued to each employee upon acceptance
of the Exchange Offer at the market price of the Company's Class A Common Stock
at that time and will be expensed over a four-year vesting period. The total
amount of the compensation expense related to the restricted stock issuance,
assuming that all eligible employees accept the Exchange Offer, is estimated to
be in the range of $10 million, of which approximately $3.5 million will be
expensed in 2003. Assuming that all eligible employees accept the Exchange Offer
for cash, the cash payment is expected to be in the range of $1.5 million and
will be expensed in full upon acceptance. A number of variables can change the
total amount of compensation expense related to the Exchange Offer, including
the number of shares issued and the market price of the Company's Class A Common
Stock at the date of issuance, as well as the number of employees who accept the
Exchange Offer. The Company currently expects to make the Exchange Offer to the
employees in the second quarter of 2003. (See Note L of Notes to Consolidated
Financial Statements under Item 8, 'Financial Statements and Supplementary
Data.')

(With respect to all statements made herein regarding the Exchange Offer,
see statement on Forward Looking Statements.)

Auction Sales for the Years Ended December 31, 2001 and 2000 -- During 2001,
the business environment in the art market was difficult, and the Company faced
increased competition for consignments. Competition from the Company's
traditional competitor, Christie's, as well as other auctioneers such as
Phillips, made it more difficult to win consignments of significant collections
and valuable individual properties. As a result, the Company experienced a
decline in Auction Sales for the year ended December 31, 2001 and, consequently,
a decrease in buyer's premium and seller's commission revenues. Additionally,
competition for consignments contributed to a decrease in seller's commission
revenue as a percentage of Auction Sales during 2001 as compared to 2000.

In addition, the Company also experienced a decline in fourth quarter
Auction Sales, particularly in North America, attributable to the uncertainty
surrounding the global economy in the wake of the terrorist attacks of September
11, 2001.

21

Auction Sales for the Company totaled $1.6 billion during 2001, a decrease
of $316.4 million, or 16%, compared to the prior year. Excluding the impact of
unfavorable foreign currency translations, Auction Sales decreased 15%. The
decrease in worldwide Auction Sales reflects a 12% decrease in the average
selling price per lot sold in 2001 as compared to 2000 and a 3% decrease in the
number of lots sold. The following is a geographical breakdown of the Company's
Auction Sales for 2001 and 2000:

Auction Sales in North America decreased $233.8 million, or 22%, during
2001. This decrease was primarily due to lower results in 2001 related to the
various-owner sales of Impressionist Art, American Paintings, Contemporary Art,
Jewelry and Old Master Paintings partially offset by a significant increase in
Auction Sales attributable to single-owner collections. Specifically, the year-
to-year comparison in North America was positively influenced by the 2001
single-owner sales of Works from the Collection of Stanley J. Seeger and
Contemporary Art from the Collection of Douglas S. Cramer for which there were
no comparable sales in the prior year.

Auction Sales in Europe decreased $62.9 million, or 8%, during 2001.
Excluding the impact of unfavorable foreign currency translations, Auction Sales
in Europe decreased $30.1 million, or 4%. This decrease was primarily
attributable to decreased Auction Sales in Continental Europe partially offset
by increased Auction Sales in the U.K. The decrease in Continental Europe was
primarily due to lower Auction Sales of Jewelry and Swiss Art, as well as
decreased Auction Sales attributable to single-owner collections. The increase
in the U.K. was primarily due to increased Fine Arts sales, partially
attributable to the rescheduling of the winter Impressionist and Contemporary
sales in London. Such sales, which were rescheduled from December 2000, were
held in February 2001 and resulted in approximately $65 million in Auction
Sales. There were no comparable winter sales during 2000. The Auction Sales
increase in the U.K. was partially offset by lower spring various-owner
Impressionist Art sales and decreased sales of Islamic Art, as well as decreased
Auction Sales attributable to single-owner collections.

Auction Sales in Asia decreased $19.8 million, or 18%, in 2001 when compared
to 2000, which was a record year for Asian Auction Sales, especially in Hong
Kong. This decrease was primarily the result of lower Auction Sales attributable
to single-owner collections. Specifically, the year-to-year comparison in Asia
was negatively influenced by the 2000 single-owner sale of An Extraordinary
Collection of Ming and Qing Imperial Porcelain and Works of Art for which there
was no comparable sale in 2001. Additionally, Asian Auction Sales decreased due
to lower sales of Western and Jadeite Jewelry. The comparison to 2000 for Asian
Auction Sales was not materially affected by the translation to U.S. Dollars.

Results of Operations for the Years Ended December 31, 2001 and 2000 -- Note
C ('Segment Reporting') of Notes to Consolidated Financial Statements should be
read in conjunction with this discussion.

Worldwide revenues from auction and related operations decreased $49.5
million, or 15%, in 2001 compared to 2000. Excluding the impact of unfavorable
foreign currency translations, worldwide revenues from auction and related
operations decreased 13%. The decrease was principally due to lower buyer's
premium and seller's commission revenues, as well as decreased principal
activities. The decrease in buyer's premium revenues was primarily due to
decreased Auction Sales during 2001, as discussed above, partially offset by
increased buyer's premium rates resulting from a favorable change in sales mix
in North America. The decrease in seller's commission revenues was principally
due to decreased Auction Sales during 2001, as discussed above, and
deterioration in seller's commission rates primarily resulting from the business
environment in the art market, as discussed above. The decrease in principal
activities was largely attributable to the lack of quality property available at
that time for investment and resale.

22

Other revenues decreased $12.1 million, or 20%, in 2001 compared to 2000.
The decrease was principally due to decreased revenues in the Company's Finance
and Real Estate operating segments. The decrease in Finance revenues was
primarily due to the significantly lower average loan portfolio during 2001
resulting from the collection of maturing loans, as well as the decreased
funding of new unsecured loans. Also unfavorably impacting Finance revenues in
2001 were lower interest rates. The decrease in Real Estate revenues was
primarily due to lower sales volume resulting from a decline in the number of
units sold and lower average selling prices from company-owned brokerage
offices. The comparison to 2000 for other revenues was not materially affected
by the translation to U.S. Dollars.

Direct costs of services totaled $63.7 million in 2001, a decrease of $18.3
million, or 22%, compared to 2000. Excluding the impact of favorable foreign
currency translations, direct costs of services decreased 21%. The decrease in
direct costs of services in 2001 was principally due to savings achieved in
Internet related marketing costs as a result of the continued implementation of
the Company's restructuring plans, as discussed below and in Note S of Notes to
Consolidated Financial Statements under Item 8, 'Financial Statements and
Supplementary Data.' Also significantly impacting the year-to-year comparison of
Internet related marketing costs are expenses incurred during the first quarter
of 2000 for the launch of the Company's websites for which there was no
comparable spending during 2001. Such savings were partially offset by an
increase in live auction direct costs as a percentage of Auction Sales due to
the competitive environment for consignments, as discussed above.

Salaries and related costs decreased $19.8 million, or 11%, during 2001 when
compared to 2000. Excluding the impact of favorable foreign currency
translations, salaries and related costs decreased 9%. This decrease was
primarily due to savings achieved in the Auction segment as a result of the
Company's restructuring plans, as well as lower incentive bonus costs during
2001. Also influencing the comparison of salaries and related costs to the prior
year are expenses incurred during the first half of 2000 for temporary employees
used in connection with the design and launch of the Company's websites for
which no comparable costs were incurred in 2001. Such savings were partially
offset by annual merit increases throughout the Company that took effect during
the first quarter of 2001.

General and administrative expenses decreased $32.1 million, or 25%, during
2001 when compared to 2000. Excluding the impact of favorable foreign currency
translations, general and administrative expenses decreased 23%. This decrease
was principally due to reductions in Internet related costs, travel and
entertainment expenses and professional fees primarily as a result of the
Company's restructuring plans and other cost containment measures, savings in
rent expense resulting from the consolidation of the Company's live and Internet
auction operations in New York into the York Property in April 2001, lower bad
debt expense related to auction accounts receivable and the reversal of
approximately $5.2 million of accruals that were no longer required due to
favorable changes in circumstances. Also significantly impacting the comparison
to the prior year is a $9.0 million provision recorded in 2000 for an unsecured
loan for which there was no comparable provision recorded in 2001. Such
reductions in general and administrative expenses during 2001 were partially
offset by increased insurance costs and higher maintenance and utilities costs
related to the York Property, as well as the incremental rent expense associated
with the new Manhattan brokerage and corporate location of SIR in New York.

Depreciation and amortization expense increased $1.6 million, or 7%, during
2001 when compared to 2000. Excluding the impact of favorable foreign currency
translations, depreciation and amortization expense increased 8%. The increase
was primarily due to the commencement of depreciation on the final phase of the
York Property placed in service in April 2001 and other capital projects that
were placed in service subsequent to the end of 2000.

Internet Related Operating Expenses -- Excluding Internet related net
restructuring charges of approximately $8.4 million and $1.0 million, Internet
related operating expenses totaled $22.6 million and $56.0 million in 2001 and
2000, respectively. The significant decrease is principally due to savings
achieved in marketing expenses, general and administrative expenses and salaries
and related costs, as discussed above.

23

Retention Costs -- In 2001 and 2000, the Company recognized expense of
approximately $19.8 million and $3.4 million, respectively, related to the
retention programs for a group of key employees. (See Note R of Notes to
Consolidated Financial Statements under Item 8, 'Financial Statements and
Supplementary Data.')

Restructuring Plans -- See Note S of Notes to Consolidated Financial
Statements under Item 8, 'Financial Statements and Supplementary Data,' for
information on the Company's restructuring plans.

Special Charges -- See Note P of Notes to Consolidated Financial Statements
under Item 8, 'Financial Statements and Supplementary Data,' for information on
Special Charges.

Net Interest Expense -- Net interest expense increased $9.3 million in 2001
as compared to 2000. The increase was primarily due to higher interest expense
resulting from an increase in weighted average outstanding borrowings during the
year, as well as an increase in the amortization of fees related to the Amended
and Restated Credit Agreement as discussed below and in Note I of Notes to
Consolidated Financial Statements under Item 8, 'Financial Statements and
Supplementary Data.'

Income Tax Benefit -- The consolidated effective tax benefit rate was
approximately 42% in 2001 compared to 24% in 2000. The lower tax benefit rate in
2000 is primarily due to the fact that the Antitrust Fine payable to the DOJ was
not tax deductible and a portion of the U.S. Antitrust Litigation settlement was
not tax deductible. (See Note J of Notes to Consolidated Financial Statements
under Item 8, 'Financial Statements and Supplementary Data.')

Net Loss and Loss Per Share -- During 2001, net loss decreased to ($41.7)
million from a net loss of ($189.7) million in 2000. Basic and diluted loss per
share for 2001 decreased to ($0.69) per share from ($3.22) per share for 2000.
The impact of special charges on basic and diluted loss per share was ($0.03)
and ($2.71) for the years ended December 31, 2001 and 2000, respectively. The
impact of net restructuring charges on basic and diluted loss per share was
($0.17) and ($0.14) for the years ended December 31, 2001 and 2000,
respectively. The impact on basic and diluted loss per share related to the
Company's Internet operating loss, excluding the Internet related net
restructuring charges discussed above, was ($0.16) per share and ($0.52) per
share in 2001 and 2000, respectively.

Financial Condition as of December 31, 2002 -- During 2002, total cash and
cash equivalents decreased $44.9 million primarily due to the factors discussed
below.

Net cash used by operations was $17.1 million during 2002 and was largely
the result of a net loss from operations, as well as approximately $32.7 million
of retention payments to a group of key employees (see Note R of Notes to
Consolidated Financial Statements under Item 8, 'Financial Statements and
Supplementary Data'). Also influencing cash used by operations during 2002 is a
$55.8 million increase in the amount due to consignors partially offset by a
$33.4 million increase in accounts receivable, both principally resulting from
increased Auction Sales during the fourth quarter of 2002 as compared to the
same period in 2001.

Net cash used by investing activities was $3.2 million during 2002 and was
primarily due to the funding of new client loans and capital expenditures,
partially offset by the collection of maturing client loans.

Net cash used by financing activities was $27.6 million during 2002 and was
primarily the result of the repayment in August 2002 of $30 million in
borrowings under the Term Facility of the Amended and Restated Credit Agreement.

(See Consolidated Statements of Cash Flows under Item 8, 'Financial
Statements and Supplementary Data.')

24

Commitments as of December 31, 2002 -- The table below summarizes the
Company's material contractual obligations and commitments as of December 31,
2002.

- ---------

(1) Represents the outstanding principal and approximate interest payments due
under the Amended and Restated Credit Agreement, which was refinanced on
February 7, 2003 in conjunction with the sale-leaseback transaction
involving the York Property. The lease for the York Property will be
accounted for as a long-term capital lease. Therefore, these borrowings are
classified as non-current in the Company's Consolidated Balance Sheet at
December 31, 2002. (See Notes G, I and K of Notes to Consolidated Financial
Statements under Item 8, 'Financial Statements and Supplementary Data.')

(2) Represents the aggregate outstanding principal and semi-annual interest
payments due on the Company's long-term debt. (See Note I of Notes to
Consolidated Financial Statements under Item 8, 'Financial Statements and
Supplementary Data.')

(3) See Note K of Notes to Consolidated Financial Statements under Item 8,
'Financial Statements and Supplementary Data.'

(4) See Note R of Notes to Consolidated Financial Statements under Item 8,
'Financial Statements and Supplementary Data.' Certain employees granted
awards under the Company's retention programs received cash payments of
approximately $12.3 million in the first quarter of 2003.

(5) See Item 3, 'Legal Proceedings,' and Note P of Notes to Consolidated
Financial Statements under Item 8, 'Financial Statements and Supplementary
Data.' The Company funded the $21.4 million fine payable to the European
Commission on February 5, 2003 and $6 million of the fine payable to the DOJ
on February 6, 2003.

(6) On certain occasions, the Company guarantees to the consignor a minimum
price in connection with the sale of property at auction. The Company must
perform under its guarantee only in the event that the property sells for
less than the minimum price and, therefore, the Company must pay the
difference between the sale price at auction and the amount of the guarantee
(or if the property does not sell, the amount of the guarantee must be
paid). The amount disclosed in the commitments chart above consists of
approximately $1.4 million in gross auction guarantees less prefunded
amounts. (See Note Q of Notes to Consolidated Financial Statements under
Item 8, 'Financial Statements and Supplementary Data.')
(footnotes continued on next page)

25

(footnotes continued from previous page)

(7) Represents the aggregate commitment for future salaries related to
employment agreements with certain key employees, excluding incentive
bonuses and awards in conjunction with the Company's retention programs.
(See Note Q of Notes to Consolidated Financial Statements under Item 8,
'Financial Statements and Supplementary Data.')

The Discount Certificates to be distributed as part of the U.S. Antitrust
Litigation (see Item 3, 'Legal Proceedings,' and Note P of Notes to Consolidated
Financial Statements under Item 8, 'Financial Statements and Supplementary
Data') will expire five years after the date they are first issued. However, the
face value of any unused Discount Certificates may be redeemed for cash four
years after the date they are first issued. The Court determined that the $62.5
million face value of the Discount Certificates had a fair market value of not
less than $50 million, which equals the value of the Discount Certificates that
is recorded in the Company's Consolidated Balance Sheets within current and
long-term settlement liabilities. The Discount Certificates are currently
expected to be printed and issued to the class of plaintiffs during the second
quarter of 2003.

Additionally, in certain situations, the Company makes short-term
commitments to consignors to extend additional credit. However, potential
consignor advances related to such commitments are subject to certain
limitations and conditions. The total amount of such commitments was $12.0
million as of December 31, 2002. (See Notes D and Q of Notes to Consolidated
Financial Statements under Item 8, 'Financial Statements and Supplementary
Data.')

Contingencies -- (See Note Q of Notes to Consolidated Financial Statements
under Item 8, 'Financial Statements and Supplementary Data' for information on
contingencies.)

Derivatives -- The Company utilizes forward exchange contracts to manage
exposures related to foreign currency risks, which primarily arise from
short-term foreign currency denominated intercompany balances. Generally, such
intercompany balances are centrally funded and settled through the Company's
global treasury function. The Company's primary objective for holding derivative
instruments is to minimize foreign currency risks using the most effective
methods to eliminate or reduce the impacts of these exposures.

The forward exchange contracts entered into by the Company are used as
economic cash flow hedges of the Company's exposure to short-term foreign
currency denominated intercompany balances. Such contracts are typically
short-term with settlement dates no more than one month from their inception.
These contracts are not designated as hedging instruments under SFAS No. 133 and
are recorded on the Company's Consolidated Balance Sheets at their fair value
with the changes in the fair value of the derivative being recognized currently
in earnings. Such changes in fair value are generally offset by the revaluation
of the underlying intercompany balance in accordance with SFAS No. 52, 'Foreign
Currency Translation.' As a result, upon settlement, the net impact on the
Company's earnings of such derivative instruments represents the transaction
costs related to the derivatives. During 2002 and 2001, such costs, which are
reflected in other income/(expense), were not material to the Company's results
of operations.

The Company's Consolidated Balance Sheet at December 31, 2002 includes an
asset of approximately $0.4 million recorded within other current assets
reflecting the fair value of the Company's forward exchange contracts.

(See Note O of Notes to Consolidated Financial Statements under Item 8,
'Financial Statements and Supplementary Data.')

Liquidity and Capital Resources -- The Company generally relies on operating
cash flows supplemented by borrowings to meet its financing requirements.

As of December 31, 2002, the Company's credit agreement (the 'Amended and
Restated Credit Agreement') provided for two separate credit facilities
consisting of: (1) a senior secured term facility (the 'Term Facility') of $100
million and (2) a senior secured revolving credit facility (the 'Revolving
Facility') of up to $100 million. At December 31, 2002, the Company had
outstanding borrowings of $100 million under the Term Facility with repayment
due on February

26

11, 2003. The Company had no outstanding borrowings under the Revolving Facility
at December 31, 2002. (See Note I of Notes to Consolidated Financial Statements
under Item 8, 'Financial Statements and Supplementary Data.')

On February 7, 2003, the Company completed the sale of the York Property to
an affiliate of RFR Holding LLC ('RFR') for $175 million in cash. Net cash
proceeds of approximately $167 million, after deducting taxes and fees related
to the transaction, were used in part to repay the $100 million in outstanding
borrowings under the Term Facility. The Company then leased the York Property
back from RFR for an initial 20-year term, with options to extend the lease for
two additional 10-year terms. Rental payments during the initial term are
approximately $18 million per year, escalating 7% every three years during the
term of the lease. (See Notes G and K of Notes to Consolidated Financial
Statements under Item 8, 'Financial Statements and Supplementary Data' for
additional information on the sale-leaseback transaction.)

Also on February 7, 2003, the Company extended the maturity date of the
Amended and Restated Credit Agreement from February 11, 2003 to February 6,
2004. The new borrowing capacity under the Amended and Restated Credit Agreement
is $75 million, which includes a $20 million loan under the Term Facility and
$55 million available under the Revolving Facility. The Company paid amendment
and arrangement fees of $1.7 million in connection with the extension of the
Amended and Restated Credit Agreement.

The Company's obligations under the Amended and Restated Credit Agreement
are secured by substantially all of the assets of the Company and its domestic
subsidiaries. In addition, any borrowings by the Company's U.K. affiliates and
Swiss affiliate are secured by their respective loan portfolios. Borrowings
under the Amended and Restated Credit Agreement may be used for general
corporate purposes. Borrowings under the Term Facility and the Revolving
Facility generally bear interest equal to: (i) LIBOR plus 3.5% or (ii) the Prime
Rate plus 2.5%, as selected by the Company. The Amended and Restated Credit
Agreement also contains certain financial covenants, including covenants
requiring the Company to maintain a minimum net worth and to meet certain
quarterly leverage ratio and interest coverage ratio tests. Additionally, the
Amended and Restated Credit Agreement has a covenant that requires the Company
to limit dividend payments. The Company was in compliance with these financial
covenants as of December 31, 2002.

The Company currently believes that operating cash flows, current cash
balances and borrowings under the Amended and Restated Credit Agreement will be
adequate to meet its operating needs and capital requirements through February
6, 2004. Such operating needs and capital requirements include peak seasonal
working capital requirements, other short-term commitments to consignors, the
potential funding of the Company's client loan program and capital expenditures,
as well as the $20 million settlement related to the International Antitrust
Litigation (see Item 3, 'Legal Proceedings' and Note P of Notes to Consolidated
Financial Statements under Item 8, 'Financial Statements and Supplementary
Data'), the $16.5 million in aggregate monthly rent payments due under the York
Property capital lease obligation (see Note K of Notes to Consolidated Financial
Statements under Item 8, 'Financial Statements and Supplementary Data'), the
$16.1 million in short-term operating lease obligations, the $6.9 million in
total interest payments due on August 1, 2003 and February 1, 2004 related to
the Company's long-term debt securities (see Note I of Notes to Consolidated
Financial Statements under Item 8, 'Financial Statements and Supplementary
Data'), the $6.0 million payment due on February 6, 2004 under the Company's DOJ
antitrust fine (see Item 3, 'Legal Proceedings' and Note P of Notes to
Consolidated Financial Statements under Item 8, 'Financial Statements and
Supplementary Data'), the $4.0 million in payments due under the Company's
retention programs (see Note R of Notes to Consolidated Financial Statements
under Item 8, 'Financial Statements and Supplementary Data') and the redemption
of Discount Certificates to be distributed as part of the U.S. Antitrust
Litigation settlement (see Item 3, 'Legal Proceedings' and Note P of Notes to
Consolidated Financial Statements under Item 8, 'Financial Statements and
Supplementary Data').

27

As discussed above, the Amended and Restated Credit Agreement is available
through February 6, 2004. On this date, the Amended and Restated Credit
Agreement will expire and any outstanding borrowings will be due and payable to
the Company's existing lender group. In order to fund the repayment of any such
outstanding borrowings and to provide for the Company's long-term operating
needs and capital requirements, as well as to fund the monthly rental payments
due under the York Property capital lease obligation and the long-term
commitments detailed above including the remaining payments due under the
Company's DOJ antitrust fine (see Item 3, 'Legal Proceedings' and Note P of
Notes to Consolidated Financial Statements under Item 8, 'Financial Statements
and Supplementary Data'), the redemption of Discount Certificates to be
distributed as part of the U.S. Antitrust Litigation settlement (see Item 3,
'Legal Proceedings' and Note P of Notes to Consolidated Financial Statements
under Item 8, 'Financial Statements and Supplementary Data') and interest
payments related to the Company's long-term debt securities (see Note I of Notes
to Consolidated Financial Statements under Item 8, 'Financial Statements and
Supplementary Data'), an extension, amendment or refinancing of the Amended and
Restated Credit Agreement will be necessary to supplement operating cash flows.
Management currently believes that the Company will secure adequate long-term
funding prior to the expiration of the Amended and Restated Credit Agreement. If
the Company were unable to secure such funding, this would have a material
adverse effect on the Company's business, results of operations, financial
condition and/or ability to operate.

Risk Factors Affecting Operating Results and Liquidity -- Operating results
from the Company's Auction, Finance and Real Estate operating segments, as well
as the Company's liquidity, are significantly influenced by a number of factors
not within the Company's control, including:

(1) The overall strength of the international economy and financial markets
and, in particular, the economies of the U.S., the U.K., and the major
countries or territories of Continental Europe and Asia (principally
Japan and Hong Kong);

(2) Interest rates;

(3) Political conditions in various nations, including the threat of war in
Iraq;

(4) Export and exchange controls;

(5) The effects of market risk;

(6) Competition with other auctioneers and art dealers;

(7) The amount of quality property being consigned to art auction houses
(and, in particular, the number of single-owner sale consignments);

(8) The level of guarantees or the terms of other financial arrangements
offered by other auction houses;

(9) The success of the Company in attracting and retaining qualified
personnel;

(10) The demand for art-related financing;

(11) The supply and demand for luxury residential real estate;

(12) The successful implementation of the Company's restructuring plans;

(13) The impact of a decline in the equity markets or a decrease in interest
rates during 2003 on the Company's plan assets and obligations related
to its U.K. defined benefit pension plan;

(14) The unfavorable trend in pension costs related to the Company's U.K.
defined benefit pension plan;

(15) The ability of the Company to support the realization of its deferred
tax assets;

(16) Market acceptance of the increase in the Company's buyer's premium rate
structure for auction sales in its major salesrooms worldwide;

(17) The final resolution of the threatened litigation by one of the parties
that opted out of the class action settlement in the U.S. Antitrust
Litigation; and

(18) Preliminary and final court approval of the settlement agreement
related to the International Antitrust Litigation.

28

Quantitative and Qualitative Disclosure About Market Risk -- The Company
continually evaluates its market risk associated with its financial instruments
and forward exchange contracts during the course of its business. The Company's
financial instruments include cash and cash equivalents, notes receivable,
consignor advances, credit facility borrowings and long-term debt. The Company
believes that its interest rate risk is minimal as a hypothetical 10% increase
or decrease in interest rates is immaterial to the Company's cash flow, earnings
and fair value related to financial instruments. (See statement on Forward
Looking Statements.)

The Company enters into forward exchange contracts to hedge foreign currency
transactions. The Company's forward exchange contracts do not subject the
Company to material risk from exchange rate movements because gains and losses
on such contracts substantially offset gains and losses on the assets or
transactions being hedged. The Company is exposed to credit-related losses in
the event of nonperformance by counterparties to forward exchange contracts, but
the Company does not expect any counterparties to fail to meet their obligations
given their high credit ratings. At December 31, 2002, the Company had $81.1
million of notional value forward currency exchange contracts outstanding.
Notional amounts do not quantify risk or represent assets or liabilities of the
Company, but are used in the calculation of cash settlements under contracts.
The Company's Consolidated Balance Sheet at December 31, 2002 includes $0.4
million recorded within other current assets to reflect the fair value of these
contracts. See Note O of Notes to Consolidated Financial Statements under Item
8, 'Financial Statements and Supplementary Data,' for additional information on
the Company's use of derivatives.

At December 31, 2002, a hypothetical 10% strengthening or weakening of the
U.S. dollar relative to all other currencies would result in a decrease or
increase in cash flow of approximately $5.2 million. (See statement on Forward
Looking Statements.)

Future Impact of Recently Issued Accounting Standards -- In July 2002, the
Financial Accounting Standards Board (the 'FASB') issued SFAS No. 146,
'Accounting for Costs Associated with Exit or Disposal Activities.' SFAS No. 146
will supersede Emerging Issues Task Force Issue No. 94-3, 'Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring).' SFAS No. 146 requires
that costs associated with an exit or disposal plan be recognized when incurred
rather than at the date of a commitment to an exit or disposal plan. In
accordance with the standard, the Company will apply SFAS No. 146 to exit or
disposal activities initiated after December 31, 2002.

In November 2002, the FASB issued FASB Interpretation ('FIN') No. 45,
'Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others,' which supersedes FIN No. 34,
'Disclosure of Indirect Guarantees of Indebtedness of Others.' FIN No. 45
elaborates on the disclosures to be made by a guarantor in its interim and
annual financial statements about its obligations under certain guarantees that
it has issued. It also clarifies that a guarantor is required to recognize, at
the inception of the guarantee, a liability for the fair value of the obligation
undertaken in issuing the guarantee. The initial recognition and initial
measurement provisions of FIN No. 45 are applicable on a prospective basis to
guarantees issued or modified after December 31, 2002. The disclosure
requirements of FIN No. 45 are effective for financial statements of interim or
annual periods ending after December 15, 2002. The Company adopted the
disclosure provisions of FIN No. 45 as of December 31, 2002 and is currently
evaluating the recognition and measurement provisions of the standard.

In December 2002, the FASB issued SFAS No. 148, 'Accounting for Stock-Based
Compensation -- Transition and Disclosure -- an amendment of SFAS No. 123,'
which provides alternative methods of transition for a voluntary change to the
fair value based method of accounting for stock-based compensation. SFAS No. 148
also requires more prominent and more frequent disclosures in both interim and
annual financial statements about the method of accounting for stock-based
compensation and the effect of the method used on reported results. The Company
adopted the disclosure provisions of SFAS No. 148 as of December 31, 2002.

Forward Looking Statements -- This Form 10-K contains certain forward
looking statements, as such term is defined in Section 21E of the Securities
Exchange Act of 1934, as amended, relating to future events and the financial
performance of the Company. Such statements are only

29

predictions and involve risks and uncertainties, resulting in the possibility
that the actual events or performance will differ materially from such
predictions. Major factors which the Company believes could cause the actual
results to differ materially from the predicted results in the forward looking
statements include, but are not limited to, the following, which are not ranked
in any particular order:

(1) The factors listed under 'Risk Factors Affecting Operating Results and
Liquidity' above; and

(2) The seasonality of the Company's auction business.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See the discussion under this caption contained in Item 7.

30

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
SOTHEBY'S HOLDINGS, INC.
New York, New York

We have audited the accompanying consolidated balance sheets of Sotheby's
Holdings, Inc. and subsidiaries (or the 'Company') as of December 31, 2002 and
2001, and the related consolidated statements of operations, cash flows and
changes in shareholders' equity for each of the three years in the period ended
December 31, 2002. Our audits also included the consolidated financial statement
schedule listed at Item 15d. These consolidated financial statements and the
consolidated financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on the
consolidated financial statements and consolidated financial statement schedule
based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Sotheby's Holdings, Inc. and
subsidiaries as of December 31, 2002 and 2001, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2002, in conformity with accounting principles generally accepted
in the United States of America. Also, in our opinion, such financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.

As discussed in Notes B and H of Notes to the Consolidated Financial
Statements, the Company has changed its method of accounting for goodwill to
conform to Statement of Financial Accounting Standards No. 142.

/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
New York, New York
March 3, 2003

31

SOTHEBY'S HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

See accompanying Notes to Consolidated Financial Statements

32

SOTHEBY'S HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS

See accompanying Notes to Consolidated Financial Statements

33

SOTHEBY'S HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

See accompanying Notes to Consolidated Financial Statements

34

SOTHEBY'S HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

See accompanying Notes to Consolidated Financial Statements

35

SOTHEBY'S HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A -- ORGANIZATION AND BUSINESS

Sotheby's Holdings, Inc. (together with its subsidiaries, unless the context
otherwise requires, the 'Company') conducts auctions and private sales of fine
art, antiques and decorative art, jewelry and collectibles. Auction activities
occur primarily in New York and London, but are also conducted elsewhere in
Europe, Asia and Australia. In addition, the Company brokers and markets luxury
residential real estate sales, conducts art-related financing activities and is
engaged, to a lesser extent, in art education activities.

NOTE B -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION -- The Consolidated Financial Statements include
the accounts of Sotheby's Holdings, Inc. and its wholly owned subsidiaries. The
Company uses the equity method to account for its investments in Acquavella
Modern Art ('AMA') and other affiliates as it does not control these entities
(see Note F).

REVENUE RECOGNITION -- Auction and related revenues, which primarily
includes buyer's premium and seller's commission revenues earned on the hammer
price of property sold at auction ('Auction Sales'), are recognized at the time
of sale and are recorded net of shared and introductory commissions paid to
unaffiliated third parties. Also included in auction and related revenues are
subscription revenues, revenues earned from principal activities and private
treaty revenues. Subscription revenues are earned from the sale of auction
catalogues and are recognized over the twelve-month period of the subscription.
Revenues earned from principal activities consist of net gains (losses) on sales
of inventory, the Company's share of operating earnings (losses) from its
investment in AMA (see Note F), income (loss) earned from guarantees and the
gains (losses) related to the sales of loan collateral where the Company shares
in the gain (loss) if the property sells either above or below its cost. Gains
(losses) on sales of inventory and loan collateral are recognized when an
agreement with the purchaser is finalized and the Company has fulfilled its
obligations with respect to the transaction. The Company's share of operating
earnings (losses) from its investment in AMA is recognized on a monthly basis
based on the results of AMA in accordance with the equity method of accounting.
Income (loss) earned from guarantees is recognized at the time of the related
auction sale. Private treaty revenues are earned through the brokering of art
and collectible purchases and sales and are recognized when an agreement with
the purchaser is finalized and the Company has fulfilled its obligations with
respect to the transaction.

Other revenues consist principally of revenues from real estate brokerage
operations and art-related financing activities. Brokerage commissions earned by
the Real Estate segment are recognized upon the closing of the related sale and
are reported net of commission payments to independent contractors. Revenues
from the Finance segment principally consist of interest income earned on notes
receivable and consignor advances, which are recognized when earned based on the
amount of the outstanding loan and the length of time the loan was outstanding
during the period. Where there is doubt regarding the ultimate collectibility of
principal for impaired loans, any cash receipts subsequently received are
thereafter directly applied to reduce the recorded investment in the loan.

DIRECT COSTS OF SERVICES -- Direct costs of services, which primarily
include the costs of obtaining and marketing property for auctions, are
generally expensed at the time of sale.

CASH AND CASH EQUIVALENTS -- At December 31, 2002, cash and cash equivalents
included restricted cash balances of approximately $9.4 million, of which
$5.4 million relate to bank guarantees on rental obligations in the U.S. and
Europe and $4.0 million relate to client down payments held by the Real Estate
segment that will be disbursed upon the closing of the related real estate sale.
The restricted cash balances covering the rental obligations were replaced by
letters of credit under the Amended and Restated Credit Agreement in
February 2003 and became unrestricted.

Cash equivalents are liquid investments comprised primarily of bank and
time deposits with an original maturity of three months or less. These
investments are carried at cost, which approximates fair value.

PROPERTIES -- Properties, consisting primarily of buildings and
improvements, leaseholds and leasehold improvements, computer hardware and
software, furniture and fixtures and equipment,

36

are stated at cost less accumulated depreciation and amortization. Depreciation
is computed principally using the straight-line method over the assets'
estimated useful lives. Leaseholds and leasehold improvements are amortized
using the straight-line method over the lesser of the life of the lease or the
estimated useful life of the improvement. Computer software consists of the
capitalized cost of purchased computer software, as well as direct external and
internal computer software development costs incurred subsequent to the
preliminary stage of development. These costs are amortized on a straight-line
basis over the estimated useful life of the software.

The Company capitalizes interest expense on projects when construction
requires a period of time to get the assets ready for their intended use.
Capitalized interest is allocated to properties once placed in service and
amortized over the life of the related assets. Capitalized interest totaled
approximately $0.6 million and $1.2 million in 2001 and 2000, respectively.

FINANCIAL INSTRUMENTS -- The carrying amounts of cash and cash equivalents,
notes receivable, consignor advances and credit facility borrowings are
reasonable estimates of their fair value due to the variable interest rates
associated with each of these financial instruments.

DERIVATIVES -- The Company's forward exchange contracts are recorded on the
Company's Consolidated Balance Sheets at their fair value with any changes in
their fair value being recognized currently in earnings. (See Note O.)

INVENTORY -- Inventory consists of objects purchased for investment
purposes, as well as objects obtained incidental to the auction process.
Inventory is valued at the lower of cost or management's estimate of net
realizable value. (See Note E.)

ALLOWANCE FOR DOUBTFUL ACCOUNTS -- The Company's management evaluates
specific accounts receivable balances when it becomes aware of a situation where
a client may not be able to meet its financial obligations to the Company. The
amount of the required allowance is based on the facts available to management
and is reevaluated and adjusted as additional information is received.
Allowances are also established for probable losses inherent in the remainder of
the accounts receivable balance based on historical collection data for certain
aged receivable categories.

ALLOWANCE FOR CREDIT LOSSES -- The Company's management evaluates specific
loans when it becomes aware of a situation where there is doubt as to the
collectibility of the loan. The amount of the required allowance is based on the
facts available to management and is reevaluated and adjusted as additional
information is received. Secured loans that may not be collectible are analyzed
based on the current estimated realizable value of the collateral securing each
loan, as well as the current creditworthiness and financial condition of each
borrower. The Company establishes reserves for such secured loans that
management believes are under-collateralized, and with respect to which, the
under-collateralized amount may not be collectible from the borrower. Unsecured
loans are analyzed based on management's estimate of the current collectibility
of each loan, taking into account the current creditworthiness and financial
condition of the borrower. A reserve is also established for probable losses
inherent in the remainder of the loan portfolio based on historical data related
to loan write-offs.

GOODWILL -- Prior to January 1, 2002, goodwill was amortized on a
straight-line basis over useful lives ranging from fifteen to forty years. On
January 1, 2002, the Company adopted Statement of Financial Accounting Standards
('SFAS') No. 142, 'Goodwill and Other Intangible Assets,' which eliminates the
amortization of goodwill and instead requires that goodwill be tested for
impairment on an annual basis and whenever an event occurs or circumstances
change that would more likely than not reduce the fair value of the Auction
and/or Real Estate reporting units below their recorded book values.
(See Note H.)

IMPAIRMENT OF LONG-LIVED ASSETS -- Long-lived assets are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of the asset may not be recoverable. In such situations,
long-lived assets are considered impaired when estimated future cash flows
(undiscounted and without interest charges) resulting from the use of the asset
and its eventual disposition are less than the asset's carrying amount.

37

EARNINGS (LOSS) PER SHARE -- Basic earnings (loss) per share is calculated
by dividing net income (loss) by the weighted average number of outstanding
shares of common stock. Since the Company reported a net loss in 2002, 2001 and
2000, stock options were excluded from the calculation of the weighted average
number of shares in those years, as they would be anti-dilutive. The weighted
average number of shares used for calculating basic and diluted earnings (loss)
per share are as follows:

There were no reconciling items between net loss for basic and diluted loss
per share.

FOREIGN CURRENCY TRANSLATION -- Assets and liabilities of foreign
subsidiaries are translated at year-end exchange rates. Income statement amounts
are translated using weighted average monthly exchange rates during the year.
Gains and losses resulting from translating foreign currency financial
statements are recorded in accumulated other comprehensive income (loss) until
the subsidiary is sold or liquidated.

STOCK-BASED COMPENSATION -- As permitted under SFAS No. 123, 'Accounting for
Stock-Based Compensation,' the Company has elected to measure stock-based
compensation using the intrinsic value approach under APB Opinion No. 25, the
former standard. If the former standard for measurement is elected, SFAS
No. 123 requires supplemental disclosure to show the effects of using the new
measurement criteria.

Had compensation cost for the 1987 Stock Option Plan and the 1997 Stock
Option Plan been determined based on the fair value at the grant date for awards
subsequent to January 1, 1995 consistent with the provisions of SFAS No. 123,
the Company's net loss and loss per share would have been equal to the pro forma
amounts indicated below:

The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted average
assumptions used for all grants issued in 2002, 2001 and 2000:

The compensation cost generated by the Black-Scholes model may not be
indicative of the future benefit received by the option holder.

In December 2002, the Financial Accounting Standards Board (the 'FASB')
issued SFAS No. 148, 'Accounting for Stock-Based Compensation -- Transition and
Disclosure -- an amendment of SFAS No. 123,' which provides alternative methods
of transition for a voluntary change to the

38

fair value based method of accounting for stock-based compensation. SFAS
No. 148 also requires more prominent and more frequent disclosures in both
interim and annual financial statements about the method of accounting for
stock-based compensation and the effect of the method used on reported results.
The Company adopted the disclosure provisions of SFAS No. 148 as of December 31,
2002.

(See Note L for additional information on the 1987 Stock Option Plan and the
1997 Stock Option Plan.)

VALUATION ALLOWANCE FOR DEFERRED TAX ASSETS -- The Company records a
valuation allowance to reduce its deferred tax assets to the amount that is more
likely than not to be realized. In assessing the need for the valuation
allowance management considers, among other things, its projections of future
taxable income and ongoing prudent and feasible tax planning strategies.

RECLASSIFICATIONS -- Certain amounts in the 2001 Consolidated Financial
Statements have been reclassified to conform to the current year presentation.

USE OF ESTIMATES -- The preparation of consolidated financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

COMPREHENSIVE INCOME (LOSS) -- SFAS No. 130, 'Reporting Comprehensive
Income,' requires certain transactions to be included as adjustments to net
income (loss) in order to report comprehensive income (loss). The Company's
comprehensive income (loss) includes the net income (loss) for the period, as
well as other comprehensive income (loss). Other comprehensive income (loss)
consists of the change in the foreign currency translation adjustment amount
during the period and is reported in the Consolidated Statement of Changes in
Shareholders' Equity. The foreign currency translation adjustment amount is
included in accumulated other comprehensive income (loss) in the Consolidated
Balance Sheets.

RECENTLY ISSUED ACCOUNTING STANDARDS -- In July 2002, the FASB issued SFAS
No. 146, 'Accounting for Costs Associated with Exit or Disposal Activities.'
SFAS No. 146 will supersede Emerging Issues Task Force Issue No. 94-3,
'Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring).' SFAS
No. 146 requires that costs associated with an exit or disposal plan be
recognized when incurred rather than at the date of a commitment to an exit or
disposal plan. In accordance with the standard, the Company will apply SFAS No.
146 to exit or disposal activities initiated after December 31, 2002.

In November 2002, the FASB issued FASB Interpretation ('FIN') No. 45,
'Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others,' which supersedes FIN No. 34,
'Disclosure of Indirect Guarantees of Indebtedness of Others.' FIN No. 45
elaborates on the disclosures to be made by a guarantor in its interim and
annual financial statements about its obligations under certain guarantees that
it has issued. It also clarifies that a guarantor is required to recognize, at
the inception of the guarantee, a liability for the fair value of the obligation
undertaken in issuing the guarantee. The initial recognition and initial
measurement provisions of FIN No. 45 are applicable on a prospective basis to
guarantees issued or modified after December 31, 2002. The disclosure
requirements of FIN No. 45 are effective for financial statements of interim or
annual periods ending after December 15, 2002. The Company adopted the
disclosure provisions of FIN No. 45 as of December 31, 2002 and is currently
evaluating the recognition and measurement provisions of the standard.

NOTE C -- SEGMENT REPORTING

The Company has three reportable segments consisting of Auction, Real Estate
and Finance. These segments are strategic business units that offer different
services. They are managed separately because each business requires different
resources and strategies. The Company's chief operating decision making group,
which is comprised of the Chief Executive Officer and the senior

39

executives of each of the Company's segments, regularly evaluates financial
information about these segments in deciding how to allocate resources and in
assessing performance. The performance of each segment is measured based on its
profit or loss from operations before income taxes and excluding special charges
(see Note P), costs related to the Company's retention programs (see Note R) and
net restructuring charges (see Note S).

The Auction segment is an aggregation of operations in North America, Europe
and Asia as they are similar in service, customers and the way in which the
service is provided. The Auction segment currently conducts both live and
Internet auctions of property in which the Company generally functions as an
agent accepting property on consignment from its selling clients. In addition to
auctioneering, the Auction segment is engaged in a number of related activities
including the purchase and resale of art and other collectibles and the
brokering of art and collectible purchases and sales through private treaty
sales. The Real Estate segment provides brokerage, marketing and consulting
services for luxury residential, resort, farm and ranch properties nationally
and internationally. The Finance segment provides art-related financing
generally secured by works of art that the Company either has in its possession
or that the Company permits the borrower to possess (see Note D). Other
primarily includes art education activities.

The accounting policies of the segments are the same as those described in
the summary of significant accounting policies (see Note B). Revenues are
attributed to geographic areas based on the location of the actual sale.

For the year ended December 31, 2002:

For the year ended December 31, 2001:

For the year ended December 31, 2000:

40

The following is a reconciliation of the totals reported for the Company's
reportable operating segments to the applicable line items in the Consolidated
Statements of Operations:

Other significant reconciling items are listed below:

- ---------

(1) Represents the elimination of interest charged by Auction to Finance for
funding Finance's loan portfolio.

(2) Represents the amortization of discount related to the DOJ antitrust fine
(see Note P).

(3) Represents the amortization of discount related to the DOJ antitrust fine
and Amazon settlement (see Note P).

41

Information concerning geographical areas is as follows:

As of December 31, 2002 and 2001 total assets for the Company's segments
are:

The following is a reconciliation of assets for the Company's reportable
segments to the amount reported in the Consolidated Balance Sheets:

NOTE D -- RECEIVABLES

Accounts receivable consists of the following:

Accounts receivable primarily relates to the Company's Auction segment.
Under the standard terms and conditions of the Company's Auction Sales, the
Company is not obligated to pay consignors for items that have not been paid for
by the purchaser. If the purchaser defaults on payment, the Company has the
right to cancel the sale and return the property to the owner, re-offer the
property at auction or negotiate a private sale.

At December 31, 2002, approximately $58 million, or 21%, of the net accounts
receivable balance was due from one purchaser. The Company collected
approximately $8 million of this amount during the first quarter of 2003. The
remaining $50 million is due and payable to the Company in July 2003. The
Company's credit risk resulting from this receivable balance is largely offset
by the remaining $47 million due to the consignor, which will not be funded by
the Company until it collects the remaining amount due from the purchaser. The
Company's net exposure represents a portion of its commission revenue earned
from the sale.

42

In certain situations, when the purchaser takes possession of the property
before payment is made, the Company is liable to the consignor for the net sale
proceeds. As of December 31, 2002 and 2001, accounts receivable included
approximately $90.7 million and $57.8 million, respectively, of such sales. As
of March 3, 2003, approximately $24.6 million of the amount outstanding at
December 31, 2002 has been collected. Amounts outstanding at December 31, 2001,
which remained outstanding at December 31, 2002, totaled $3.9 million.
Management believes that adequate allowances have been established to provide
for potential losses on these amounts.

Notes receivable and consignor advances consists of the following:

The Company provides certain collectors and dealers with financing generally
secured by works of art that the Company either has in its possession or permits
the borrower to possess. The Company generally makes two types of secured loans:
(1) advances secured by consigned property to borrowers who are contractually
committed, in the near term, to sell the property at auction (a 'consignor
advance'); and (2) general purpose term loans to collectors or dealers secured
by property not presently intended for sale. The consignor advance allows a
consignor to receive funds shortly after consignment for an auction that will
occur several weeks or months in the future, while preserving for the benefit of
the consignor the potential of the auction process. The general purpose secured
loans allow the Company to establish or enhance a mutually beneficial
relationship with dealers and collectors. The loans are generally made with full
recourse to the borrower. In certain instances, however, loans are made with
recourse limited to the works of art pledged as security for the loan. To the
extent that the Company is looking wholly or partially to the collateral for
repayment of its loans, repayment can be adversely impacted by a decline in the
art market in general or in the value of the particular collateral. In addition,
in situations where the borrower becomes subject to bankruptcy or insolvency
laws, the Company's ability to realize on its collateral may be limited or
delayed by the application of such laws. Under certain circumstances, the
Company also makes unsecured loans to collectors and dealers. Included in net
notes receivable and consignor advances are unsecured loans totaling $23.2
million and $31.5 million at December 31, 2002 and 2001, respectively.

Although the Company's general policy is to make secured loans at loan to
value ratios (principal loan amount divided by the low auction estimate of the
collateral) of 50% or lower, the Company will lend at loan to value ratios
higher than 50%. In certain of these situations, the Company also finances the
purchase of works of art by certain art dealers through unsecured loans. The
property purchased pursuant to such unsecured loans is sold by the dealer or at
auction with any net profit or loss shared by the Company and the dealer.
Interest income related to such unsecured loans is reflected in the results of
the Finance segment, while the Company's share of any profit or loss is
reflected in the results of the Auction segment. During the fourth quarter of
2000, the Company recorded a $9.0 million bad debt provision related to one such
unsecured loan. This loan was written off against the reserve during the first
quarter of 2001. The net total of all such unsecured loans was $17.0 million and
$15.5 million at December 31, 2002 and 2001, respectively. These amounts are
included in the total unsecured loan balances provided in the previous
paragraph.

At December 31, 2002, one loan comprised approximately 10% of net notes
receivable and consignor advances (current and non-current). The Company
collected the entire outstanding balance of this loan in February 2003.

43

The weighted average interest rates charged on net notes receivable and
consignor advances were 5.4% and 7.9% at December 31, 2002 and 2001,
respectively.

Notes receivable and consignor advances includes loans to employees of $0.6
million and $0.7 million at December 31, 2002 and 2001, respectively. The
weighted average interest rates on these loans were 6.1% and 6.8% at December
31, 2002 and 2001, respectively.

Changes in the allowance for credit losses relating to notes receivable and
consignor advances during 2002 and 2001 were as follows:

NOTE E -- INVENTORY

Inventory consists of objects purchased for investment purposes, as well as
objects obtained incidental to the auction process, primarily as a result of
defaults by purchasers after the consignor has been paid, the failure of
guaranteed property to sell at auction at or above the minimum price guaranteed
by the Company (see Note Q) and honoring the claims of purchasers.

The cost of inventory and the related allowances to adjust the cost to
management's estimated net realizable value are as follows:

NOTE F -- INVESTMENTS

On May 23, 1990, the Company purchased the common stock of the Pierre
Matisse Gallery Corporation ('Matisse') for approximately $153 million. The
assets of Matisse consisted of a collection of fine art (the 'Matisse
Inventory'). Upon consummation of the purchase, the Company entered into the AMA
partnership agreement with Acquavella Contemporary Art, Inc. ('ACA') and
contributed the Matisse Inventory to AMA. The purpose of AMA is to sell the
Matisse Inventory. The term of the AMA partnership agreement, which was extended
for one year in February 2003, expires on March 31, 2004.

The Company does not control AMA; consequently, the Company uses the equity
method to account for its investment in AMA and accordingly records its share of
AMA's operating earnings (losses) as auction and related revenue in the
Consolidated Statements of Operations. The net assets of AMA consist principally
of the inventory described above. At December 31, 2002, the carrying value of
this inventory was $81.2 million. The Company's 50% interest in the net assets
of AMA is included in investments in the Consolidated Balance Sheets. The
carrying value of the Company's investment in AMA totaled $28.7 million and
$29.6 million at December 31, 2002 and 2001, respectively. The Company's share
of AMA's earnings totaled $0.9 million, $0.1 million and $0.8 million in 2002,
2001 and 2000, respectively.

Pursuant to the AMA partnership agreement, upon the death of the majority
shareholder of ACA, the successors-in-interest to ACA have the right, but not
the obligation, to require the Company to purchase their interest in AMA at a
price equal to the fair market value of such

44

interest. The fair market value shall be determined by independent accountants
pursuant to a process and a formula set forth in the partnership agreement that
includes an appraisal of the works of art held by AMA at such time.

Cash distributions from AMA are split evenly with ACA since the Company has
received the return of its initial investment. To the extent that AMA requires
working capital, the Company has agreed to lend the same to AMA. As of December
31, 2002, no such amounts were outstanding.

At December 31, 2002 and 2001, the carrying value of the Company's
investments in other affiliates totaled $2.5 million and $2.3 million,
respectively. The Company does not control these affiliates; consequently, the
Company uses the equity method to account for these investments. The Company has
agreed to make additional capital contributions to one of these affiliates,
Sotheby's Lehman Mortgage Services ('SLMS'), a joint venture involving the
Company's Real Estate segment and Lehman Brothers Bank, FSB, to the extent that
it requires either additional operating funds or additional capital to meet
regulatory minimum capital requirements. The Management Committee of SLMS, which
includes one representative of the Company, must unanimously approve any such
capital contributions. The Company made no such capital contributions to SLMS
during 2002 and 2001.

NOTE G -- PROPERTIES

Properties consists of the following:

On February 7, 2003, the Company completed a sale-leaseback transaction
involving its headquarters building at 1334 York Avenue, New York, NY (the 'York
Property'). Net cash proceeds from the sale of the York Property were
approximately $167 million, after deducting taxes and fees related to the
transaction. The sale resulted in a gain of approximately $24 million, which
will be deferred and amortized over the initial 20-year term of the lease. (See
Note K.)

NOTE H -- GOODWILL

On January 1, 2002, the Company adopted SFAS No. 142, 'Goodwill and Other
Intangible Assets.' SFAS No. 142 eliminates the amortization of goodwill and
instead requires that goodwill be tested for impairment on an annual basis and
whenever an event occurs or circumstances change that would more likely than not
reduce the fair value of a reporting unit below its carrying amount. The Company
has completed its transitional impairment test on its goodwill as of the date of
adoption and determined that its goodwill was not impaired.

The table below reconciles the net loss reported for the years ended
December 31, 2001 and 2000 to the adjusted net loss, which is presented as if
the Company adopted SFAS No. 142 on January 1, 2000. The table below also
compares the adjusted prior year amounts to current year results.

45

The impact of goodwill amortization on basic and diluted loss per share for
the years ended December 31, 2001 and 2000 is approximately $0.02 per share.

Changes in the carrying amount of goodwill for the year ended December 31,
2002, by segment, are as follows:

NOTE I -- CREDIT ARRANGEMENTS

BANK CREDIT FACILITIES -- As of December 31, 2002, the Company's credit
agreement (the 'Amended and Restated Credit Agreement') provided for two
separate credit facilities consisting of: (1) a senior secured term facility
(the 'Term Facility') of $100 million and (2) a senior secured revolving credit
facility (the 'Revolving Facility') of up to $100 million. At December 31, 2002,
the Company had outstanding borrowings of $100 million under the Term Facility
at an interest rate of 5.2% with repayment due on February 11, 2003. At December
31, 2001, the Company had outstanding borrowings of $130 million under the Term
Facility at a weighted average interest rate of 5.7%. The Company had no
outstanding borrowings under the Revolving Facility at December 31, 2002 and
2001.

On February 7, 2003, the Company refinanced the $100 million in outstanding
borrowings under the Term Facility in conjunction with a sale-leaseback
transaction involving the York Property. The lease for the York Property will be
accounted for as a long-term capital lease. Therefore, the $100 million in
outstanding borrowings under the Term Facility at December 31, 2002 are
classified as non-current in the Company's Consolidated Balance Sheet. (See
Notes G and K for additional information on the sale-leaseback transaction
described above.)

Additionally, on February 7, 2003, the Company extended the maturity date of
the Amended and Restated Credit Agreement from February 11, 2003 to February 6,
2004. The new borrowing capacity under the Amended and Restated Credit Agreement
is $75 million, which includes a $20 million loan under the Term Facility and
$55 million available under the Revolving Facility. The Company paid amendment
and arrangement fees of $1.7 million in connection with the extension of the
Amended and Restated Credit Agreement, which will be amortized to interest
expense over the extended term of the agreement.

The Company's obligations under the Amended and Restated Credit Agreement
are secured by substantially all of the assets of the Company and its domestic
subsidiaries. In addition, any borrowings by the Company's United Kingdom
('U.K.') affiliates and Swiss affiliate are secured by their respective loan
portfolios. Borrowings under the Amended and Restated Credit Agreement may be
used for general corporate purposes. Borrowings under the Term Facility and the
Revolving Facility generally bear interest equal to: (i) LIBOR plus 3.5% or (ii)
the Prime Rate plus 2.5%, as selected by the Company. The Amended and Restated
Credit Agreement also contains certain financial covenants, including covenants
requiring the Company to maintain a minimum net worth and to meet certain
quarterly leverage ratio and interest coverage ratio tests. Additionally, the
Amended and Restated Credit Agreement has a covenant that requires the Company
to limit dividend payments. The Company was in compliance with these financial
covenants as of December 31, 2002.

46

SENIOR UNSECURED DEBT -- In February 1999, the Company issued a tranche of
long-term debt securities (the 'Notes'), pursuant to the Company's $200 million
shelf registration with the Securities and Exchange Commission, for an aggregate
offering price of $100 million. The ten-year Notes have an effective interest
rate of 6.98% payable semi-annually in February and August. As of December 31,
2002, the fair value of the Notes was approximately $75.1 million.

The Notes have covenants that impose limitations on the Company from placing
liens on certain property and entering into certain sale-leaseback transactions.
The Company is in compliance with these covenants.

An event of default related to the Amended and Restated Credit Agreement
discussed above does not, in and of itself, constitute an event of default under
the Indenture pursuant to which the Notes were issued.

If and to the extent required under the Indenture pursuant to which the
Notes were issued and subject to certain exceptions contained in the Indenture,
the security documents executed in connection with the Amended and Restated
Credit Agreement provide that the obligations under the Notes shall be secured
equally and ratably with that portion of the obligations under the Amended and
Restated Credit Agreement that exceed the permitted exceptions contained in the
Indenture.

INTEREST EXPENSE -- During 2002, 2001 and 2000, the Company incurred
interest expense of $22.7 million, $26.4 million and $18.8 million,
respectively, consisting of the following:

Other interest expense principally relates to interest accrued on the
unfunded obligation under the Company's Benefits Equalization Plan (see Note M).

INTEREST PAID -- Interest paid, net of capitalized interest, totaled $16.5
million, $23.1 million and $18.6 million during 2002, 2001 and 2000,
respectively.

47

NOTE J -- INCOME TAXES

The significant components of the income tax benefit consist of the
following:

The components of deferred income tax assets and liabilities are disclosed
below:

As of December 31, 2002, the Company has a tax asset related to U.S. federal
tax loss carryovers of $48.7 million, which begin to expire in 2020 and foreign
tax credit carryforwards of $9.7 million, expiring in 2004. The Company also has
various foreign and state loss carryovers that expire in 2003 and thereafter.
The Company provided a valuation allowance for certain state, federal and
foreign losses and tax credit carryforwards of $49.8 million and $43.1 million
at December 31, 2002 and 2001, respectively. The valuation allowance increased
by $6.7 million and $5.8 million during 2002 and 2001, respectively. The changes
in the valuation allowance resulted from management's evaluation of the
utilization of state, federal and foreign operating losses and U.S. federal tax
credit carryforwards. In assessing the need for the valuation allowance
management considers, among other things, its projections of future taxable
income and ongoing prudent and feasible tax planning strategies.

48

The effective tax rate varied from the statutory rate as follows:

Undistributed earnings of foreign subsidiaries included in consolidated
retained earnings at December 31, 2002 and 2001 amounted to $76.1 million and
$63.1 million, respectively. Such amounts are considered to be reinvested
indefinitely or will be distributed from income in such a way that would not
incur a significant tax consequence and, therefore, no provision has been made
for taxes that would be payable upon distribution of these earnings.

Total net income tax payments (refunds) during 2002, 2001 and 2000 were $4.3
million, ($14.6) million and ($0.1) million, respectively.

The tax expense (benefit) for the years ended December 31, 2002, 2001 and
2000 related to the foreign currency translation adjustment included in Other
Comprehensive Income (Loss) was approximately $3.6 million, $1.1 million and
($0.9) million, respectively.

NOTE K -- LEASE COMMITMENTS

The Company conducts business on premises leased in various locations under
long-term operating leases expiring through 2060. Net rental expense under
operating leases totaled $14.4 million, $14.6 million and $16.9 million,
respectively, for the years ended December 31, 2002, 2001 and 2000.

Future minimum lease payments under noncancelable operating leases in effect
at December 31, 2002 are as follows (in thousands of dollars):

2003...................................................... $ 16,124
2004...................................................... 14,115
2005...................................................... 12,735
2006...................................................... 12,104
2007...................................................... 11,111
Thereafter................................................ 64,012
--------
Total future minimum lease payments................... $130,201
--------
--------

These future minimum lease payments exclude minimum sublease rental receipts
of $7.2 million owed to the Company in the future under noncancelable subleases.

In addition to the lease payments above, under the terms of certain leases,
the Company is required to pay real estate taxes and utility costs and may be
subject to escalations in the amount of future minimum lease payments based on
certain contractual provisions.

On February 7, 2003, the Company sold the York Property and leased it back
from the buyer for an initial 20-year term, with options to extend the lease for
two additional 10-year terms. The lease will be accounted for as a capital
lease. Rental payments during the initial term are approximately $18 million per
year, escalating 7% every three years during the term of the lease. (See
Note G.)

NOTE L -- SHAREHOLDERS' EQUITY

COMMON STOCK -- Each share of the Company's Class A Common Stock is entitled
to one vote and each share of the Company's Class B Common Stock is entitled to
ten votes. Both classes of common stock share equally in cash dividend
distributions, if any. The Class A Common Stock is traded on both the New York
Stock Exchange and the London Stock Exchange.

49

On July 23, 1999, Amazon.com, Inc. ('Amazon') purchased one million of newly
issued shares of the Company's Class A Common Stock at $35.44 per share, and
purchased for $10 million a three year warrant to purchase an additional one
million shares at $100 per share. (See Note P.)

On March 30, 2001, the Company deposited 1.1 million shares of its Class A
Common Stock with a fair market value of $20 million in an escrow account to
extinguish a portion of the remaining liability related to the Shareholder
Litigation settlement. On April 25, 2001, the Company deposited an additional
1.1 million shares of its Class A Common Stock in an escrow account to
extinguish the remaining liability associated with the Shareholder Litigation.
(See Note P.)

PREFERRED STOCK -- In addition to the Class A Common Stock and Class B
Common Stock outstanding, the Company has the authority to issue 50 million
shares of no par value Preferred Stock. No such shares were issued and
outstanding at December 31, 2002 and 2001.

STOCK OPTION PLANS -- As of December 31, 2002, the Company has reserved 17.6
million shares of Class B Common Stock for future issuance in connection with
the 1987 Stock Option Plan (the '1987 Plan') and the 1997 Stock Option Plan (the
'1997 Plan'). The 1997 Plan succeeded the 1987 Plan.

Pursuant to both stock option plans, options are granted with an exercise
price equal to or greater than fair market value at the date of grant. Options
granted subsequent to September 1992 and through December 1996 pursuant to the
1987 Plan, and options granted subsequent to December 1996 pursuant to the 1997
Plan, generally vest and become exercisable ratably in each of the second,
third, fourth, fifth and sixth years after the date of grant (except in the U.K.
where certain options vest three-fifths in the fourth year and one-fifth in each
of the fifth and sixth years after the date of grant). All options granted on or
after April 29, 1997 will vest immediately upon a change of control (as defined
in the 1997 Plan document). The options are exercisable into shares of Class B
Common Stock, which are authorized but unissued shares. The shares of Class B
Common Stock issued upon exercise are freely convertible into an equivalent
number of shares of Class A Common Stock. Pursuant to both stock option plans,
options generally expire ten years after the date of grant.

During the first and fourth quarters of 2000, the Compensation Committee of
the Board of Directors (the 'Compensation Committee') awarded special grants of
3 million and 2 million stock options, respectively, pursuant to the 1997 Plan
in addition to the normal annual grant. The options granted in the fourth
quarter of 2000 vest and become exercisable ratably in each of the second, third
and fourth years after the date of grant.

In January 2002, the Compensation Committee approved a grant of 1.6 million
options pursuant to the 1997 Plan which were due to vest the earlier of one year
from the date of grant or the day after the Company's Class A Common Stock
closes at or above $30 per share for ten consecutive trading days. These options
vested in January 2003 as the Company's Class A Common Stock did not close at or
above $30 per share for ten consecutive trading days during the one-year period
after the date of grant. Such options will expire the earlier of five years
after the date of grant or six months after the Company's Class A Common Stock
closes at or above $30 per share for ten consecutive trading days.

In February 2003, the Compensation Committee of the Board of Directors
approved a one-time exchange offer of restricted stock or cash for stock options
to eligible employees that hold certain stock options with an exercise price
above $18 under the 1987 Plan and the 1997 Plan (the 'Exchange Offer'). The
issuance of the restricted stock is subject to shareholder approval. The
determination as to whether an individual can receive restricted stock or cash
is dependent upon the number of underlying options that each employee holds. The
amount of restricted stock that can be issued or cash that can be paid to each
employee under the Exchange Offer is calculated using a discounted option
pricing valuation model based on the number of eligible options held. Assuming
that all employees accept the Exchange Offer, the total amount of options to be
cancelled is estimated to be approximately 7.7 million. The number of shares of
restricted stock that will be issued, assuming that all eligible employees
accept the Exchange Offer, is estimated to

50

be approximately 1.1 million shares. These shares will be issued to each
employee upon acceptance of the Exchange Offer at the market price of the
Company's Class A Common Stock at that time and will be expensed over a
four-year vesting period.

At December 31, 2002, there were outstanding options under the 1997 Plan and
the 1987 Plan for the purchase of 14.5 million shares, at prices ranging from
$10.87 to $38.25 per share. Stock option transactions during 2002, 2001 and 2000
are summarized as follows (shares in thousands):

During 2000, the Company's former Chief Executive Officer relinquished 1.9
million options issued pursuant to the 1997 Plan and the 1987 Plan (with
exercise prices ranging from $10.87 to $24.25) pursuant to an agreement between
the Company and the former Chief Executive Officer related to the Department of
Justice investigation and other related matters (see Note P).

The following table summarizes information about options outstanding at
December 31, 2002 (shares in thousands):

The weighted average fair value per share of options granted during 2002,
2001 and 2000 was $4.99, $9.15 and $10.77, respectively. At December 31, 2002,
2001 and 2000, 7.7 million, 5.8 million and 3.4 million options were exercisable
at weighted average exercise prices of $21.88, $21.02 and $19.67, respectively.

PERFORMANCE SHARE PURCHASE PLAN -- As of December 31, 2002, the Company has
reserved 1.9 million shares of Class B Common Stock for issuance in connection
with the Performance Share Purchase Plan (the 'Performance Plan'). At December
31, 2002, 25,000 options were outstanding under the Performance Plan.

51

The following table summarizes information about options outstanding at
December 31, 2002 under the Performance Plan (shares in thousands):

Pursuant to the Performance Plan, options are granted with an exercise price
equal to at least 25% of the fair market value of the Class B Common Stock at
the date of grant.

Options granted under the Performance Plan are exercisable upon the
fulfillment of certain performance criteria, based on the Company's earnings per
share or return on equity, or both, as determined by the Compensation Committee
or the Section 162(m) Subcommittee thereof, as applicable, as well as
fulfillment of time vesting requirements. The options, which generally have a
three-year performance period, time vest regardless of achieving the performance
goal, in one third increments on each of the third, fourth and fifth
anniversaries of the date of grant. If the performance goal has been achieved at
the time these options begin time vesting, the options will become exercisable
when the time vesting requirement is met. If the performance goal has not been
achieved by the end of the performance period, the options will not become
exercisable upon time vesting. Rather, the designated performance goal will
automatically be adjusted, and the performance period will be extended one year.
Upon achievement of the adjusted performance goal, the options will be
exercisable to the extent they have time vested. If the adjusted performance
goal is not achieved by the end of the fifth year after the date of grant, the
options will expire. During the term of each Performance Plan option, the option
accrues dividend equivalents (if dividends are declared by the Board of
Directors of the Company) which are payable to the option holder when the option
becomes exercisable. During 1997, the Audit and Compensation Committees approved
an acceleration of the time vesting for options granted during 1996 and 1997.
These options time vest on the third anniversary of the date of the grant,
provided that the performance goal is achieved. The performance goal for the
1996 grant was achieved, and the options became exercisable on January 31, 1999.
The performance goals for the 1997 and 1998 grants were not achieved.

During the fourth quarter of 2000, 50,000 options issued pursuant to the
1996 Performance Plan (with an exercise price of $3.69) were relinquished by the
Company's former Chief Executive Officer pursuant to an agreement between the
Company and the former Chief Executive Officer related to the Department of
Justice investigation and other related matters. Accordingly, in the fourth
quarter of 2000, the Company recorded in special charges (see Note P) a
reduction of accrued compensation cost of approximately $1.4 million previously
expensed for these options.

STOCK COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS -- Effective April 30,
1998, the Company amended the Director Stock Ownership Plan. As of December 31,
2002, the Company has reserved 69,635 shares of Class A Common Stock for
issuance in connection with the Stock Compensation Plan for Non-Employee
Directors (the 'Amended Plan'). During 2002 and 2001, the number of shares
issued to non-employee directors under the Amended Plan (including deferred
stock units) was 27,120. During 2000, the number of shares issued to
non-employee directors under the Amended Plan (including deferred stock units)
was 22,035.

52

NOTE M -- PENSION ARRANGEMENTS

The Company has a defined contribution plan for United States ('U.S.')
employees who have completed three consecutive months of employment (the
'Retirement Savings Plan'). The Company contributes an amount equal to 2% of
each participant's eligible compensation to the plan. Additionally, participants
may elect to contribute between 2% and 12% of their eligible compensation, up to
the maximum amount allowable under Internal Revenue Service ('IRS') regulations,
on a pre-tax basis. Employee savings are matched by a Company contribution of up
to an additional 6% of the participant's eligible compensation. The Company's
pension expense related to the Retirement Savings Plan totaled $3.7 million in
2002 and 2001, and $3.4 million in 2000.

The Company also has an unfunded Benefits Equalization Plan (the 'BEP'). The
BEP is available to certain officers of the Company whose contributions to the
Retirement Savings Plan are limited by IRS regulations. Such officers may enter
into agreements pursuant to which their salaries will be reduced and the Company
will maintain accounts on their behalf in the amount of the difference between
the aggregate amount of contributions that would have been made to the
Retirement Savings Plan in the absence of the limitations, and the aggregate
amount of contributions actually made to the Retirement Savings Plan. Employee
savings are matched by a Company contribution of up to an additional 6% of the
participant's eligible compensation. Contributions to the BEP earn interest at a
rate equal to 3.3% above the 10-year U.S. Treasury Bond rate. During 2002, the
Company entered into a final settlement agreement with its former Chief
Executive Officer with respect to the Department of Justice investigation and
other related matters. As part of this settlement agreement, the Company's
former Chief Executive Officer relinquished $2.05 million of vested benefits
under the BEP (see Note P). The total unfunded liability of the BEP was $15.4
million and $15.6 million as of December 31, 2002 and 2001, respectively, and is
included within other liabilities in the Consolidated Balance Sheets. The
Company's pension expense related to the BEP totaled $0.4 million in 2002 and
$0.9 million in 2001 and 2000.

The Company also makes contributions to a defined benefit pension plan
covering substantially all U.K. employees (the 'U.K. Plan'). During 2001, as a
result of the Company's restructuring plans (see Note S), the Company recorded a
curtailment gain of $0.4 million and special termination benefits of $0.3
million related to the U.K. Plan. The curtailment gain was reflected in the
Consolidated Statement of Operations as part of the Company's net pension
benefit in salaries and related costs. The special termination benefits were
reflected in the Consolidated Statement of Operations as part of net
restructuring charges (see Note S).

53

The table below details the change in the projected benefit obligation
('PBO'), the change in the fair value of plan assets, the funded status and the
net pension asset recognized in the Consolidated Balance Sheets as of December
31, 2002 and 2001 related to the U.K. Plan:

The components of the net pension benefit are:

The following actuarial assumptions were used in determining the funded
status of the U.K. Plan:

54

NOTE N -- RELATED PARTY TRANSACTIONS

Prior to December 1995, the Company had a loan program whereby it would
directly lend money to certain officers and staff for a term of 15 years to
purchase a residence under notes bearing interest at an annual rate equal to one
to two percentage points below the Prime Rate. In December 1995, the majority of
the loans under this program were refinanced and replaced by a bank loan program
providing comparable loan terms and interest rates. The Company guarantees all
repayment obligations under this bank loan program, which is available to
employees at the Chief Executive Officer's discretion. For loans under this
program exceeding $0.5 million, the approval of either the Compensation
Committee or Executive Committee of the Board of Directors is required. All
loans are immediately repayable in the event an employee leaves the Company. The
amount of guarantees outstanding under this program was $1.1 million at December
31, 2002.

The Company has another bank loan guarantee program, which is available to
certain employees at the Chief Executive Officer's discretion, whereby the
employee borrows directly from a bank on a demand note basis and pays interest
at an annual rate equal to the Prime Rate. All of the repayment obligations of
the employee are guaranteed by the Company and are repayable when an employee
leaves the Company. The amount of guarantees outstanding under this program was
$0.1 million at December 31, 2002.

During 2002, 2001 and 2000, the Company recognized approximately $0.6
million, $3.8 million and $2.0 million, respectively, of commission revenue
related to auction transactions with related parties.

(See Note D for additional related party disclosures.)

NOTE O -- DERIVATIVES

The Company utilizes forward exchange contracts to manage exposures related
to foreign currency risks, which primarily arise from short-term foreign
currency denominated intercompany balances. Generally, such intercompany
balances are centrally funded and settled through the Company's global treasury
function. The Company's primary objective for holding derivative instruments is
to minimize foreign currency risks using the most effective methods to eliminate
or reduce the impacts of these exposures.

The forward exchange contracts entered into by the Company are used as
economic cash flow hedges of the Company's exposure to short-term foreign
currency denominated intercompany balances. Such contracts are typically
short-term with settlement dates no more than one month from their inception.
These contracts are not designated as hedging instruments under SFAS No. 133 and
are recorded on the Company's Consolidated Balance Sheets at their fair value
with the changes in their fair value being recognized currently in earnings.
Such changes in fair value are generally offset by the revaluation of the
underlying intercompany balance in accordance with SFAS No. 52, 'Foreign
Currency Translation.' As a result, upon settlement, the net impact on the
Company's earnings of such derivative instruments represents the transaction
costs related to the derivatives. During 2002 and 2001, such costs, which are
reflected in other income (expense), were not material to the Company's results
of operations.

The Company's Consolidated Balance Sheet includes $0.4 million recorded
within other current assets at December 31, 2002 reflecting the fair value of
the Company's forward exchange contracts.

55

NOTE P -- LITIGATION AND SPECIAL CHARGES

During 2002, 2001 and 2000, the Company recorded the following special
charges in the Consolidated Statements of Operations related to the
investigation by the Antitrust Division of the United States Department of
Justice (the 'DOJ'), other governmental investigations and the related civil
antitrust litigation, as discussed below:

In April 1997, the DOJ began an investigation of certain art dealers and
major auction houses, including the Company and its principal competitor,
Christie's International, PLC ('Christie's'). The Company has pled guilty to a
violation of the U.S. antitrust laws in connection with a conspiracy to fix
auction commission rates charged to sellers in the U.S. and elsewhere. On
February 2, 2001, the U.S. District Court for the Southern District of New York
accepted the Company's plea and imposed on the Company a fine of $45 million
payable without interest over a period of five years. The $34.1 million recorded
as special charges in 2000 represents the present value of the amounts due to
the DOJ. The Company has funded $12 million of the fine payable to the DOJ as
follows: $3 million in each of June 2001 and February 2002, and $6 million in
February 2003. The remaining $33 million of the fine is payable as follows: (a)
$6 million due February 6, 2004, (b) $12 million due February 6, 2005 and (c)
$15 million due February 6, 2006.

The European Commission also conducted an investigation regarding
anti-competitive practices by Christie's and the Company beginning in January
2000. On October 30, 2002, the European Commission issued a decision in which it
determined that the Company and Christie's had breached the competition
provisions of the Treaty Establishing the European Community by agreeing to fix
selling commissions and other trading terms in connection with auctions held in
the European Union between 1993 and 2000. Pursuant to this decision, the
European Commission imposed a fine of approximately $20.1 million on the Company
and, as a result, the Company recorded this amount in special charges in the
third quarter of 2002. The European Commission fine was paid by the Company on
February 5, 2003.

A number of private civil complaints, styled as class action complaints,
were also filed against the Company alleging violations of federal and state
antitrust laws based upon alleged agreements between Christie's and the Company
regarding commissions charged to purchasers and sellers of property in the U.S.
and elsewhere, including actions alleging violations of federal antitrust laws
in connection with auctions in the U.S. (the 'U.S. Antitrust Litigation'). In
addition, several shareholder class action complaints were filed against the
Company and certain of its directors and officers, alleging failure to disclose
the alleged agreements and their impact on the Company's financial condition and
results of operations (the 'Shareholder Litigation').

On September 24, 2000, the Company agreed to settle the U.S. Antitrust
Litigation and recorded special charges of $100 million related to the
settlement in the third quarter of 2000. On April 20, 2001, the Court approved
an amended settlement agreement (the 'Amended Settlement

56

Agreement'). Under the Amended Settlement Agreement, the Company has deposited
into an escrow account for the benefit of members of the class: (a) $206 million
in cash and (b) a global vendor's commission discount certificate (the 'Global
Certificate') with a face value of $62.5 million. The Court determined that the
$62.5 million face value of the Global Certificate had a fair market value of
not less than $50 million, which equals the value of estimated redemptions of
individual vendor's commission discount certificates (the 'Discount
Certificates') recorded in the Company's Consolidated Balance Sheets within
current and long-term settlement liabilities. Of the cash payments made in
accordance with the Amended Settlement Agreement, $156 million were funded by A.
Alfred Taubman, holder of approximately 13.2 million shares of the Company's
Class B Common Stock, the Company's former Chairman and a co-defendant in the
U.S. Antitrust Litigation.

The individual vendor's commission discount certificates to be distributed
as part of the U.S. Antitrust Litigation settlement will be fully redeemable in
connection with any non-Internet auction that is conducted by the Company in the
U.S. or the U.K. The Discount Certificates may be used to satisfy consignment
charges involving vendor's commission, risk of loss and/or catalogue
illustration. The Discount Certificates will expire five years after the date
they are first issued. However, the face value of any unused Discount
Certificates may be redeemed for cash four years after the date they are first
issued. The Discount Certificates are currently expected to be printed and
issued to the class of plaintiffs during the second quarter of 2003.

One of the parties that opted out of the class action settlement in the U.S.
Antitrust Litigation has threatened to commence a lawsuit against the Company
and Christie's alleging antitrust violations and is seeking approximately $20
million in damages. The Company believes that its maximum potential exposure in
this matter is substantially less than the amount of the claim. The Company has
recorded a special charge of $1.8 million related to this claim in the fourth
quarter of 2002. Although there were other opt-outs from the settlement of the
U.S. Antitrust Litigation, no other claims have been asserted to date.

On September 24, 2000, the Company agreed to settle the Shareholder
Litigation and recorded special charges of $40 million related to the settlement
in the third quarter of 2000. On February 16, 2001, the Court approved the
settlement. Under the terms of the Shareholder Litigation settlement, the
Company has deposited into an escrow account for the benefit of members of a
class of all purchasers of the Company's Class A Common Stock during the period
of February 11, 1997 through February 18, 2000: (a) $30 million in cash and (b)
2,204,708 shares of Sotheby's Class A Common Stock, which had a value of $40
million at the time they were deposited. A. Alfred Taubman, holder of
approximately 13.2 million shares of the Company's Class B Common Stock, the
Company's former chairman and a co-defendant in the Shareholder Litigation,
funded the $30 million cash payment due under the terms of the Shareholder
Litigation settlement.

Three other purported class action lawsuits were filed in the U.S. District
Court for the Southern District of New York against the Company and its
wholly-owned subsidiary, Sotheby's, Inc., beginning in August 2000, alleging
violations of the federal antitrust laws and international law, on behalf of
purchasers and sellers in auctions conducted outside the U.S. Christie's was
also named as a defendant in these actions. The complaints in these actions (the
'International Antitrust Litigation') contained allegations identical to the
complaints in the U.S. Antitrust Litigation, but were considered separately from
the U.S. Antitrust Litigation. On March 10, 2003, the Company and Christie's
agreed, subject to court approval, to pay $20 million each to settle the
International Antitrust Litigation. Under the settlement agreement, $10 million
will be payable by the Company into an escrow account for the benefit of the
members of the class of plaintiffs upon preliminary approval of the settlement
by the court, and an additional $10 million will be payable by the Company upon
final court approval. Preliminary court approval could occur as early as the
second quarter of 2003 and final court approval could occur by the end of 2003.
As a result, for the year ended December 31, 2002, the Company recorded the $20
million settlement related to the International Antitrust Litigation in special
charges.

In November 2000, pursuant to an agreement with Amazon, Inc. (the 'Amazon
Agreement'), the activities of sothebys.amazon.com, the former auction website
for the sale of authenticated and

57

guaranteed art and antiques that had been operated by the Company and
Amazon.com, Inc. ('Amazon') pursuant to a previous co-branded site agreement,
were combined with those of sothebys.com, the Company's own auction website. The
Amazon Agreement provided for Amazon to promote the sothebys.com website and
otherwise provide marketing services related to sothebys.com. The Amazon
Agreement also provided for releases from any potential claims related to the
operation of sothebys.amazon.com and the purchase by Amazon in July 1999 of the
Company's Class A Common Stock and warrants to purchase additional shares of the
Company's Class A Common Stock (see Note L). The Company determined that $9.5
million of the minimum payments required under the agreement constituted
consideration for the release of these claims. The $8.1 million recorded as
special charges in 2000 represents the present value of the amounts that were
due to Amazon in respect of the releases discussed above. In the fourth quarter
of 2001, the Company terminated the Amazon Agreement and in full satisfaction of
the Company's obligations under the Amazon Agreement, paid $11.6 million to
Amazon and extinguished the remaining $6.3 million liability related to the
Amazon settlement. (See Note S.)

During 2002, 2001 and 2000, the Company recorded special charges of $2.8
million, $3.1 million and $9.6 million, respectively, consisting primarily of
legal and other professional fees related to the investigation by the DOJ, other
governmental inquiries and investigations, and the related U.S. Antitrust
Litigation and Shareholder Litigation, as discussed above and in Note Q.

During 2000, the Company recorded special charges of $2.0 million for
estimated administrative costs related to the notification of the members of the
class of plaintiffs in the U.S. Antitrust Litigation. During the fourth quarter
of 2001, the Company recorded a $0.6 million reversal of the liability related
to the class notification costs as a result of the favorable completion of
negotiations with the vendor. During the fourth quarter of 2002, the Company
recorded an additional $0.3 million reversal of the liability related to the
class notification costs due to a lower than expected level of claims received
from members of the class of plaintiffs.

During 2000, as a result of the DOJ investigation and other related matters
as discussed above, the Company recorded special charges of $10.7 million for
special recognition bonuses for certain key employees. Such special recognition
bonuses were in addition to the recipients' regular compensation and were paid
during the fourth quarter of 2000 and first quarter of 2001.

During 2000, 50,000 options issued pursuant to the 1996 Performance Plan
were relinquished by the Company's former Chief Executive Officer pursuant to an
agreement between the Company and the former Chief Executive Officer related to
the DOJ investigation and other related matters (see Note L). Accordingly, in
the fourth quarter of 2000, the Company recorded in special charges a reduction
of accrued compensation cost of approximately $1.4 million previously expensed
for these options.

During 2002, the Company entered into a final settlement agreement with its
former Chief Executive Officer with respect to the DOJ investigation and other
related matters. As part of this settlement agreement, in addition to
relinquishing all of her stock options in 2000 as discussed above, the Company's
former Chief Executive Officer paid the Company $3.25 million. Of this amount,
$2.05 million was paid by her relinquishment of vested benefits under the BEP
and the remaining $1.2 million was paid in cash. As a result, the Company
recorded in special charges a reduction of accrued compensation cost of $2.05
million and a recovery of $1.2 million in the first quarter of 2002.

58

Settlement liabilities related to the DOJ investigation, other governmental
investigations and the related civil antitrust litigation consist of the
following as of December 31, 2002 and 2001:

The current portion of the liability for the Discount Certificates is based
on management's estimate of redemptions expected during the twelve-month period
after the balance sheet date.

Amounts charged to the Company's settlement liabilities related to the DOJ
investigation, other governmental investigations and the related U.S. Antitrust
Litigation and Shareholder Litigation during 2002 and 2001 were:

(See Note Q for additional information on litigation related to the DOJ
investigation.)

59

NOTE Q -- COMMITMENTS AND CONTINGENCIES

COMMITMENTS -- In conjunction with its retention programs (see Note R), the
Company entered into employment agreements with a group of certain key
employees, which expire at various dates in 2003 and 2004. Such agreements
provide, among other benefits, for minimum salary levels and incentive bonuses
which are payable if specified Company and individual goals are attained, as
well as cash awards in conjunction with the Company's retention programs. The
aggregate commitment for future salaries at December 31, 2002, excluding
incentive bonuses and cash awards in conjunction with the Company's retention
programs, was approximately $2.0 million.

LEGAL ACTIONS -- As discussed in Note P above, one of the parties that opted
out of the class action settlement in the U.S. Antitrust Litigation has
threatened to commence a lawsuit against the Company and Christie's alleging
antitrust violations and is seeking approximately $20 million in damages. The
parties have agreed to enter into non-binding mediation to attempt to resolve
this claim, and the mediation process is underway. Although there were other
opt-outs from the settlement of the U.S. Antitrust Litigation, no other claims
have been asserted to date. The Company believes that its maximum potential
exposure in this matter is substantially less than the amount of the claim;
however, the amount of any potential loss is not currently estimatable.

In the U.K., on June 12, 2002, the Company and Christie's each received a
letter of claim from a law firm purporting to be acting on behalf of 41
identified and an unspecified number of unidentified individuals and businesses
who sold items at auctions held by the Company and Christie's in London,
England, during the period from September 1995 through at least February 7,
2000. The letter of claim was sent in anticipation of possible litigation
seeking damages on behalf of the law firm's clients as a result of an alleged
anti-competitive agreement between the Company and Christie's relating to
sellers' commissions. The Company has requested further information from the law
firm regarding the number and identity of its clients and the nature and amounts
of their claims. The Company cannot predict at this time whether any legal
proceedings will ultimately result from this letter of claim or what the amount
of any damages claimed in any such legal proceedings might be. Under the terms
of the settlement agreement relating to the International Antitrust Litigation
(see Note P), this claim would be withdrawn upon court approval of the
settlement.

In Canada, a purported class action has been commenced in the Superior Court
of Ontario against the Company, Sotheby's (Canada) Limited, Christie's and other
defendants claiming damages in the amount of approximately $14 million plus
costs for alleged anti-competitive activities. Under the terms of the settlement
agreement relating to the International Antitrust Litigation (see Note P), this
action would be dismissed upon court approval of the settlement. If the
settlement is not approved, it is anticipated that a Statement of Defense will
be filed denying any liability with respect to the claim.

The Company is also aware of a governmental investigation in Italy arising
from certain allegations of improper conduct by current and former Company
employees. These allegations arose from an early 1997 television program aired
in the U.K. as well as the publication of a related book. The Company has been
in contact during the past several years with, and is continuing to work with,
the relevant authorities.

The Company also becomes involved, from time to time, in various claims and
lawsuits incidental to the ordinary course of its business. The Company does not
believe that the outcome of any such pending claims or proceedings will have a
material effect upon its business, results of operations, financial condition or
liquidity.

LENDING AND OTHER CONTINGENCIES -- The Company enters into legally binding
arrangements to lend, primarily on a collateralized basis, to potential
consignors and other individuals who have collections of fine art or other
objects (see Note D). However, potential consignor advances related to such
arrangements are subject to certain limitations and conditions. Unfunded
commitments to extend additional credit were approximately $12.0 million at
December 31, 2002.

On certain occasions, the Company will guarantee to the consignor a minimum
price in connection with the sale of property at auction. The Company must
perform under its guarantee

60

only in the event that the property sells for less than the minimum price and,
therefore, the Company must pay the difference between the sale price at auction
and the amount of the guarantee. If the property does not sell, the amount of
the guarantee must be paid, but the Company has the right to recover such amount
through the future sale of the property. At March 3, 2003, the Company had
outstanding guarantees totaling approximately $2.3 million, which had a
mid-estimate sales price of approximately $3.1 million. The property under such
guarantees will be offered at auction during the second quarter of 2003. Under
certain guarantees, the Company participates in a share of the proceeds if the
property under guarantee sells above a minimum price. In addition, the Company
is obligated under the terms of certain guarantees to fund a portion of the
guaranteed amount prior to the auction. As of March 3, 2003, the entire
outstanding guarantee amount of $2.3 million had been funded.

In the opinion of management, the contingencies described above and in Note
P are not currently expected to have a material adverse effect on the Company's
financial condition, liquidity and/or results of operations, with the possible
exception of the resolution of the threatened litigation by one of the parties
that opted out of the class action settlement in the U.S. Antitrust Litigation
and the cash redemption of any unused Discount Certificates.

(See Notes K and R for additional information on commitments. See Notes F, N
and P for additional information on contingencies.)

NOTE R -- RETENTION PROGRAMS

The Company maintains retention programs that provide cash awards for the
retention of a group of key employees. Employees granted such cash awards will
receive cash payments upon fulfillment of full-time employment through certain
dates in 2003 and 2004. An employee granted a cash award under any of the
foregoing arrangements who leaves the Company prior to such date will,
generally, forfeit his or her right to payment. Under all of the foregoing
arrangements, up to $0.2 million is payable in March 2003, up to $0.1 million is
payable in April 2003, up to $0.3 million is payable in July 2003, up to $3.0
million is payable in December 2003 and up to $0.4 million is payable in January
2004.

Certain employees granted such awards received cash payments of
approximately $32.7 million during 2002 and approximately $12.3 million in the
first quarter of 2003 upon the fulfillment of full-time employment through
certain dates.

All amounts related to the above retention programs are being amortized over
the contractual service period. During 2002, 2001 and 2000, the Company
recognized expense of approximately $22.6 million, $19.8 million and $3.4
million related to such programs.

NOTE S -- RESTRUCTURING PLANS

During 2002, 2001 and 2000, the Company recorded the following net
restructuring charges related to the restructuring plans described below:

1998 RESTRUCTURING PLAN -- During the second quarter of 2001, the Company
reversed the remaining 1998 restructuring liability of $0.7 million related to
the consolidation and integration of its New York operations into the York
Property. The consolidation and integration was completed in the second quarter
of 2001, and the Company determined that such amount was no longer required.

2000 RESTRUCTURING PLAN -- During the fourth quarter of 2000, management
completed a strategic and operational review of the Company's businesses. Based
on the results of this review,

61

in December 2000, the Board of Directors approved the 2000 Restructuring Plan
for the Auction segment, and the Company recorded restructuring charges of $12.6
million in the fourth quarter of 2000. As a result of the 2000 Restructuring
Plan, the Company achieved savings in Internet related operating expenses by
eliminating headcount and reducing marketing programs. Additionally, the Company
further reduced operating expenses by consolidating certain departmental
resources and sales elsewhere within the Auction segment. The consolidation and
integration of the Company's live and Internet operations into the York Property
in April 2001 have also contributed to savings in operating expenses. Employee
terminations related to the 2000 Restructuring Plan have primarily impacted the
administrative and support functions of the Auction segment. Also, as part of
the 2000 Restructuring Plan, the Company commenced operations at a specially
dedicated middle market salesroom at Olympia in West London in September 2001.
Olympia incorporated certain departments from the Company's main U.K. auction
salesroom at New Bond Street in London and from the Company's former auction
salesroom in Sussex.

During 2001, the Company recorded favorable adjustments of $0.7 million to
net restructuring charges due to the reversal of a portion of the remaining
liability related to the 2000 Restructuring Plan primarily as a result of
severance and employee termination benefits that will not be paid because of
unanticipated employee attrition and redeployment.

During 2002, the Company recorded favorable adjustments of $1.0 million to
net restructuring charges due to the reversal of a portion of the remaining
liability related to the 2000 Restructuring Plan that was no longer necessary.
Also during 2002, the Company recorded a favorable adjustment of $0.2 million to
net restructuring charges as a result of higher than expected proceeds received
from the final sale of assets related to certain activities that were exited in
conjunction with the 2000 Restructuring Plan.

The liability related to the 2000 Restructuring Plan is recorded within
accounts payable and accrued liabilities in the Company's Consolidated Balance
Sheets. Amounts charged to the restructuring liability through December 31, 2002
were as follows:

The 2000 Restructuring Plan included the termination of approximately 175
employees. The remaining liability under the 2000 Restructuring Plan was settled
in January 2003.

2001 RESTRUCTURING PLAN -- During the third quarter of 2001, management
completed a further review of the Company's businesses. Based on the results of
this review, the Board of Directors approved the 2001 Restructuring Plan in
September 2001 for the Company's live auction business within the Auction
segment, as well as its Finance and Real Estate segments and certain corporate
departments. As a result, the Company recorded net restructuring charges of
approximately $9.5 million in 2001 related to this phase of the 2001
Restructuring Plan. Of this amount, $9.1 million was recorded in the third
quarter and $0.4 million was recorded in the fourth quarter. The components of
these net restructuring charges are described below.

In the third quarter of 2001, the Company decided to cease auction sales in
Chicago and initiated a program to sell the building where its Chicago salesroom
was located (the 'Chicago

62

Building'). As of the commitment date for the 2001 Restructuring Plan, the
aggregate carrying value of the Chicago Building and goodwill related to the
Chicago auction business was approximately $6.3 million. In the third quarter of
2001, the Company recorded a loss of approximately $3.4 million for assets to be
disposed related to the Chicago auction business. In the third quarter of 2002,
the Company completed the sale of the Chicago Building and recorded an
unfavorable adjustment to net restructuring charges of $0.2 million principally
due to lower than expected proceeds from the sale of the Chicago Building
partially offset by lower than estimated closing costs associated with the
transaction.

Additionally, headcount reductions have been and continue to be made
primarily within the administrative and support functions of the Company's live
auction business, as well as its Finance and Real Estate segments and certain
corporate departments. During 2001, the Company recorded restructuring charges
of $5.8 million for severance and employee termination benefits related to these
headcount reductions. Of this amount, $5.1 million was recorded in the third
quarter and $0.7 million was recorded in the fourth quarter. The Company also
recorded restructuring charges of $0.6 million in 2001 for contract termination
and other incremental costs related to this phase of the 2001 Restructuring
Plan.

During the fourth quarter of 2001, the Company recorded favorable
adjustments of $0.3 million to net restructuring charges due to the reversal of
a portion of the remaining liability for the 2001 Restructuring Plan primarily
due to severance and employee termination benefits related to the live auction
business that will not be paid as a result of unanticipated employee
redeployment and a contract termination fee that will not be incurred as a
result of a better than anticipated settlement of a vendor contract.

In the fourth quarter of 2001, as authorized by the Board of Directors,
management approved a restructuring plan for the Company's online auction
business within the Auction segment. As part of this plan, the Company
terminated the Amazon Agreement in the fourth quarter of 2001 and, as a result,
the Company incurred an early termination fee and recorded a $5.3 million
restructuring charge in the fourth quarter of 2001 (see Note P). In January
2002, the Company entered into a strategic alliance with eBay, Inc. ('eBay')
whereby sothebys.com online auctions were incorporated into the eBay marketplace
in June 2002. Under the strategic alliance, the Company manages property flow
while eBay hosts and maintains the e-commerce portion of the website. As a
result of the strategic alliance, the Company recorded a $2.9 million
restructuring charge related to impaired computer hardware and software.
Additionally, the Company recorded restructuring charges of $0.2 million for
severance and employee termination benefits related to the online auction
business during each of the first quarter of 2002 and the fourth quarter of
2001.

During 2002, the Company recorded favorable adjustments of $1.4 million to
net restructuring charges due to the reversal of a portion of the remaining
liability related to the 2001 Restructuring Plan that was no longer necessary.

In total, the 2001 Restructuring Plan included the termination of
approximately 150 employees worldwide.

63

The liability related to the 2001 Restructuring Plan is recorded within
accounts payable and accrued liabilities in the Company's Consolidated Balance
Sheets. The restructuring charges and the amounts charged to the liability
through December 31, 2002 were as follows:

Total remaining cash expenditures of $0.9 million related to the 2001
Restructuring Plan are expected to be paid during the first quarter of 2003.

2002 RESTRUCTURING PLAN -- In the fourth quarter of 2002, management
approved plans to further restructure the Company's Auction segment, as well as
to carry out additional headcount reductions in certain corporate departments
(the '2002 Restructuring Plan'). The goal of the 2002 Restructuring Plan is to
improve profitability through further cost savings and other strategic actions,
as described below.

During the fourth quarter of 2002, the Company committed to the termination
of approximately 60 employees as a result of the 2002 Restructuring Plan and
recorded restructuring charges of $4.2 million, principally consisting of $4.0
million in severance and employee termination benefits, as well as $0.1 million
in lease terminations costs. The headcount reductions discussed above impact the
live auction business of the Company's Auction segment primarily in North
America, as well as certain corporate departments.

In February 2003, as part of the 2002 Restructuring Plan, the Company and
eBay entered into an agreement pursuant to which separate online auctions on
sothebys.com will be discontinued in May 2003. Subsequent to that date, the
Company's Internet activities will focus on promoting the Company's live
auctions through eBay's Live Auctions Technology, which allows the Company's
clients to follow live auctions via the Internet and place bids online, in real
time. As a result of the restructuring of the Company's strategic alliance with
eBay, the Company expects to record restructuring charges in the range of $1.5
to $2.0 million in the first quarter of 2003, primarily consisting of severance
and employee termination benefits. This phase of the 2002 Restructuring Plan
will result in the termination of approximately 30 employees.

During the first quarter of 2003, the Company anticipates committing to the
termination in Europe of approximately 50 additional employees as part of the
2002 Restructuring Plan. These headcount reductions will further impact the live
auction business of the Company's Auction segment. As a result, the Company
expects to record restructuring charges in the range of $3 million in the first
quarter of 2003, principally for severance and employee termination benefits.

64

The liability related to the 2002 Restructuring Plan is recorded within
accounts payable and accrued liabilities in the Company's Consolidated Balance
Sheets. The restructuring charges and the amounts charged to the liability
through December 31, 2002 were as follows:

As of December 31, 2002, total remaining cash expenditures related to the
2002 Restructuring Plan of approximately $4.1 million are expected to be made
throughout 2003.

NOTE T -- QUARTERLY RESULTS (UNAUDITED)

65

REPORT OF MANAGEMENT

The Company's consolidated financial statements were prepared by management,
who is responsible for their integrity and objectivity. The financial statements
have been prepared in accordance with generally accepted accounting principles
and, as such, include amounts based on management's best estimates and
judgments.

Management is further responsible for maintaining systems of internal
control and related policies and procedures designed to provide reasonable
assurance that assets are adequately safeguarded and that the accounting records
reflect transactions executed in accordance with management's authorization.

/s/ WILLIAM F. RUPRECHT /s/ WILLIAM S. SHERIDAN /s/ MICHAEL L. GILLIS

William F. Ruprecht William S. Sheridan Michael L. Gillis
President and Executive Vice President and Senior Vice President, Controller
Chief Executive Officer Chief Financial Officer and Chief Accounting Officer

AUDIT COMMITTEE CHAIRMAN'S LETTER

The Audit Committee (the 'Committee') of the Board of Directors consisted of
four independent directors. Information as to these persons, as well as the
scope of duties of the Committee, is provided in the Proxy Statement. During
2002, the Committee met seven times and reviewed with Deloitte & Touche LLP, the
Internal Auditors and management, the various audit activities and plans,
together with the results of selected internal audits. The Committee also
reviewed the reporting of consolidated financial results and the adequacy of
internal controls. The Committee recommended the appointment of Deloitte &
Touche LLP to the Board of Directors. The Internal Auditors and Deloitte &
Touche LLP met privately with the Committee on occasion to encourage
confidential discussion as to any auditing matters.

/s/ MICHAEL BLAKENHAM

Michael Blakenham
Chairman, Audit Committee

66

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

Information required by this item is incorporated by reference to the
Company's definitive proxy statement for the annual meeting of shareholders to
be held in 2003 (the 'Proxy Statement') under the captions 'Election of
Directors,' 'Management -- Executive Officers,' and 'Management -- Section 16(a)
Beneficial Ownership Reporting Compliance.'

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to the
material appearing in the Proxy Statement under the captions 'Management --
Compensation of Executive Officers' and 'Compensation of Directors.'
Notwithstanding anything to the contrary herein, the Audit Committee Report,
the Compensation Committee Report and the Performance Graph in the Proxy
Statement are not incorporated by reference herein.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this item is incorporated by reference to the
table and related footnotes appearing in the Proxy Statement under the caption
'Class A and Class B Common Stock Ownership of Directors, Executive Officers and
5% Shareholders.'

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is incorporated by reference to the
material appearing in the Proxy Statement under the captions 'Certain
Compensation Arrangements,' 'Certain Transactions' and 'Compensation Committee
Interlocks and Insider Participation.'

67

PART IV

ITEM 14. CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report, the Company carried out
an evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Rule 13a-14 promulgated under the
Securities Exchange Act of 1934, as amended. Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in alerting them on a timely
basis to material information relating to the Company (including its
consolidated subsidiaries) required to be included in the Company's periodic
filings with the Securities and Exchange Commission. 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.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

15(a)(1) -- The following consolidated financial statements of Sotheby's
Holdings, Inc. and subsidiaries, are contained in Item 8:
Consolidated Statements of Operations -- Years ended
December 31, 2002, 2001 and 2000; Consolidated Balance
Sheets -- December 31, 2002 and 2001; Consolidated
Statements of Cash Flows -- Years ended December 31, 2002,
2001 and 2000; Consolidated Statement of Changes in
Shareholders' Equity -- Years ended December 31, 2002, 2001
and 2000; Notes to Consolidated Financial
Statements -- December 31, 2002.
15(a)(2) -- The following is a list of the consolidated financial
statement schedules of Sotheby's Holdings, Inc. and
subsidiaries required by Item 15(d): Schedule
II -- Valuation and Qualifying Accounts.
15(a)(3)
3(a) -- Amended and Restated Articles of Incorporation of Sotheby's
Holdings, Inc., as amended, incorporated by reference to
Exhibit 4(b) to Registration Statement No. 33-26008, SEC
File No. 1-9750, on file at the Washington, D.C. office of
the Securities and Exchange Commission.
3(b) -- Amended and Restated By-Laws of Sotheby's Holdings, Inc., as
amended, through August 3, 2000, incorporated by reference
to Exhibit 3(b) to the Company's Annual Report on Form 10-K
for the year ended December 31, 2000.
4(a) -- See Exhibits 3(a) and 3(b).
4(b) -- Indenture, dated as of February 5, 1999, between Sotheby's
Holdings, Inc. and The Chase Manhattan Bank as Trustee,
incorporated by reference to Exhibit 4(a) to the current
report on Form 8-K, filed on February 10, 1999 with the
Securities and Exchange Commission.
4(c) -- Fixed Rate Note, dated February 5, 1999, made by Sotheby's
Holdings, Inc. in favor of Cede & Co., incorporated by
reference to Exhibit 4(b) to the current report on Form 8-K,
filed on February 10, 1999 with the Securities and Exchange
Commission.
4(d) -- Instrument of resignation, appointment and acceptance, dated
as of December 23, 2002, by and among Sotheby's Holdings,
Inc., JPMorgan Chase Bank, as resigning trustee, and
Wilmington Trust Company, as successor trustee.
10(a)* -- Sotheby's, Inc. 1988 Benefit Equalization Plan, incorporated
by reference to Exhibit 10(t) to Registration Statement No.
33-17667.
10(b)* -- Sotheby's Holdings, Inc. 1987 Stock Option Plan as amended
and restated effective June 1, 1994 incorporated by
reference to Exhibit 10(o) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1994.

68

10(c)* -- Sotheby's Holdings, Inc. Performance Share Purchase Plan,
incorporated by reference to Exhibit 10(a) to the Second
Quarter Form 10-Q for 1996.
10(d)* -- Sotheby's Holdings, Inc. 1997 Stock Option Plan Composite
Plan Document, effective January 1, 2000, incorporated by
reference to Exhibit 10(k) to the Company's Annual Report on
Form 10-K for the year ended December 31, 2000.
10(e) -- Agreement of Partnership of Acquavella Modern Art, dated May
29, 1990, between Sotheby's Nevada, Inc. and Acquavella
Contemporary Art, Inc. incorporated by reference to Exhibit
10(b) to the Form 8-K, filed on June 7, 1990, SEC File
No. 1-9750, on file at the Washington, D.C. office of the
Securities and Exchange Commission.
10(f) -- First Amendment to Agreement of Partnership dated December
31, 2000, of Acquavella Modern Art, between Sotheby's
Nevada, Inc. and Acquavella Contemporary Art, Inc.,
incorporated by reference to Exhibit 10(m) to the Company's
Annual Report on Form 10-K for the year ended December 31,
2000.
10(g) -- Second Amendment to Agreement of Partnership dated December
15, 2001, of Acquavella Modern Art, between Sotheby's
Nevada, Inc. and Acquavella Contemporary Art, Inc.,
incorporated by reference to Exhibit 10(k) to the Company's
Annual Report on Form 10-K for the year ended December 31,
2001.
10(h) -- Third Amendment to Agreement of Partnership dated February
10, 2003, of Acquavella Modern Art, between Sotheby's
Nevada, Inc. and Acquavella Contemporary Art, Inc.
10(i)* -- Sotheby's Holdings, Inc. 1998 Stock Compensation Plan for
Non-Employee Directors, dated as of March 3, 1998,
incorporated by reference to Exhibit 10(u) to the Company's
Annual Report on Form 10-K for the year ended December 31,
1998.
10(j) -- Amendment No. 2 dated as of July 30, 2002 to the Amended and
Restated Credit Agreement, dated as of July 10, 2001, among
Sotheby's Holdings, Inc., Sotheby's Inc., Oatshare Limited,
Sotheby's Global Trading GmbH, the Lenders named thereto;
and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank),
incorporated by reference to Exhibit 10(a) to the Third
Quarter 10-Q for 2002.
10(k)* -- Employment Agreement between Sotheby's Holdings, Inc. and
William F. Ruprecht, incorporated by reference to Exhibit
10(b) to the Third Quarter 10-Q for 2001.
10(l)* -- Amended Employment Agreement between Sotheby's Holdings,
Inc. and William F. Ruprecht, incorporated by reference to
Exhibit 10(a) to the First Quarter 10-Q for 2002.
10(m)* -- Employment Agreement between Sotheby's Holdings, Inc. and
William S. Sheridan, incorporated by reference to Exhibit
10(b) to the Third Quarter 10-Q for 2001.
10(n)* -- Agreement between Sotheby's Holdings, Inc. and Robin
Woodhead, incorporated by reference to Exhibit 10(b) to the
Third Quarter 10-Q for 2001.
10(o)* -- Agreement between Sotheby's Holdings, Inc. and Donaldson
Pillsbury, incorporated by reference to Exhibit 10(b) to the
First Quarter 10-Q for 2002.
10(p)* -- Employment Agreement between Sotheby's Holdings, Inc. and
Mitchell Zuckerman, incorporated by reference to Exhibit
10(b) to the Third Quarter 10-Q for 2002.
10(q)* -- Employment Agreement, dated as of October 1, 2002, between
Sotheby's Holdings, Inc. and Stuart Siegel.
(21) -- Subsidiaries of the Registrant
(23) -- Consent of Deloitte & Touche LLP
(24) -- Powers of Attorney

69

(15)(b) -- Current Report on Form 8-K: The Company filed a current
report on Form 8-K with the Securities and Exchange
Commission on October 30, 2002.
Current Report on Form 8-K: The Company filed a current
report on Form 8-K with the Securities and Exchange
Commission on December 17, 2002.
(15)(c) -- The list of exhibits filed with this report is set forth in
response to Item 15(a)(3). The required exhibit index has
been filed with the exhibits.
(15)(d) -- The financial statement schedule of the Company listed in
response to Item 15(a)(2) are filed pursuant to this Item
15(d).
(99)(a) -- Certification of Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
(99)(b) -- Certification of Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002

- ---------

* A compensatory agreement or plan required to be filed pursuant to Item 15(c)
of Form 10-K

70

SCHEDULE II

SOTHEBY'S HOLDINGS, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS

During 2000, amounts charged to the allowance for doubtful accounts include
a $9.0 million provision for an unsecured loan. This loan was written off in the
first quarter of 2001. (See Note D of Notes to Consolidated Financial Statements
under Item 8, 'Financial Statements and Supplementary Data.')

71

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

SOTHEBY'S HOLDINGS, INC.

By: /s/ WILLIAM F. RUPRECHT
................................
WILLIAM F. RUPRECHT
PRESIDENT AND CHIEF EXECUTIVE
Date: March 17, 2003 OFFICER

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

73

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, William F. Ruprecht, Chief Executive Officer of Sotheby's Holdings, Inc.
('the Company'), certify that:

(1) I have reviewed this annual report on Form 10-K of the Company;

(2) Based on my knowledge, this annual 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 annual report;

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

(4) The Company's other certifying officer 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 Company and
have:

(a) designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;

(b) evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date within 90 days prior to the filing date of
this annual report (the 'Evaluation Date'); and

(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

(5) The Company's other certifying officer and I have disclosed, based on
our most recent evaluation, to the Company's auditors and the audit
committee of the Company's board of directors:

(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to
record, process, summarize and report financial data and have
identified for the Company'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 Company's
internal controls; and

(6) The Company's other certifying officer and I have indicated in this
annual 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.

/s/ WILLIAM F. RUPRECHT
............................
William F. Ruprecht
Chief Executive Officer
Sotheby's Holdings, Inc.
March 17, 2003

74

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, William S. Sheridan, Chief Financial Officer of Sotheby's Holdings, Inc.
('the Company'), certify that:

(1) I have reviewed this annual report on Form 10-K of the Company;

(2) Based on my knowledge, this annual 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 annual report;

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

(4) The Company's other certifying officer 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 Company and we
have:

(a) designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;

(b) evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date within 90 days prior to the filing date of
this annual report (the 'Evaluation Date'); and

(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

(5) The Company's other certifying officer and I have disclosed, based on
our most recent evaluation, to the Company's auditors and the audit
committee of the Company's board of directors:

(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to
record, process, summarize and report financial data and have
identified for the Company'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 Company's
internal controls; and

(6) The Company's other certifying officer and I have indicated in this
annual 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.

/s/ WILLIAM S. SHERIDAN
............................
William S. Sheridan
Chief Financial Officer
Sotheby's Holdings, Inc.
March 17, 2003

75

EXHIBIT INDEX

76

10(j) -- Amendment No. 2 dated as of July 30, 2002 to the Amended
and Restated Credit Agreement, dated as of July 10, 2001,
among Sotheby's Holdings, Inc., Sotheby's Inc., Oatshare
Limited, Sotheby's Global Trading GmbH, the Lenders named
thereto; and JPMorgan Chase Bank (f/k/a The Chase
Manhattan Bank), incorporated by reference to Exhibit
10(a) to the Third Quarter 10-Q for 2002.
10(k)* -- Employment Agreement between Sotheby's Holdings, Inc. and
William F. Ruprecht, incorporated by reference to Exhibit
10(b) to the Third Quarter 10-Q for 2001.
10(l)* -- Amended Employment Agreement between Sotheby's Holdings,
Inc. and William F. Ruprecht, incorporated by reference to
Exhibit 10(a) to the First Quarter 10-Q for 2002.
10(m)* -- Employment Agreement between Sotheby's Holdings, Inc. and
William S. Sheridan, incorporated by reference to Exhibit
10(b) to the Third Quarter 10-Q for 2001.
10(n)* -- Agreement between Sotheby's Holdings, Inc. and Robin
Woodhead, incorporated by reference to Exhibit 10(b) to
the Third Quarter 10-Q for 2001.
10(o)* -- Agreement between Sotheby's Holdings, Inc. and Donaldson
Pillsbury, incorporated by reference to Exhibit 10(b) to
the First Quarter 10-Q for 2002.
10(p)* -- Employment Agreement between Sotheby's Holdings, Inc. and
Mitchell Zuckerman, incorporated by reference to Exhibit
10(b) to the Third Quarter 10-Q for 2002.
10(q)* -- Employment Agreement, dated as of October 1, 2002,
between Sotheby's Holdings, Inc. and Stuart Siegel.
(21) -- Subsidiaries of the Registrant
(23) -- Consent of Deloitte & Touche LLP
(24) -- Powers of Attorney
(99)(a) -- Certification of Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
(99)(b) -- Certification of Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002

- ---------

* A compensatory agreement or plan required to be filed pursuant to Item 15(c)
of Form 10-K

77