Attached files

file filename
EX-99.2 - EX-99.2 - LEHMAN BROTHERS HOLDINGS INC. PLAN TRUSTa10-9141_1ex99d2.htm
8-K - 8-K - LEHMAN BROTHERS HOLDINGS INC. PLAN TRUSTa10-9141_18k.htm

Exhibit 99.1

 

UNITED STATES BANKRUPTCY COURT

 

SOUTHERN DISTRICT OF NEW YORK

 

In re:

 

Chapter 11 Case No.

 

 

 

Lehman Brothers Holdings Inc., et al.,

 

08-13555 (JMP)

 

 

Jointly Administered

Debtors.

 

 

 

MONTHLY OPERATING REPORT

MARCH 2010 - AMENDMENT

 

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS

 

DEBTORS’ ADDRESS:

LEHMAN BROTHERS HOLDINGS INC.

 

c/o WILLIAM J. FOX

 

1271 AVENUE OF THE AMERICAS

 

35th FLOOR

 

NEW YORK, NY 10020

 

 

DEBTORS’ ATTORNEYS:

WEIL, GOTSHAL & MANGES LLP

 

c/o SHAI WAISMAN

 

767 FIFTH AVENUE

 

NEW YORK, NY 10153

 

 

REPORT PREPARER:

LEHMAN BROTHERS HOLDINGS INC., A DEBTOR IN POSSESSION

 

THIS OPERATING STATEMENT MUST BE SIGNED BY A REPRESENTATIVE OF THE DEBTOR

 

The undersigned, having reviewed the attached report and being familiar with the Debtors’ financial affairs, verifies under penalty of perjury, that the information contained therein is complete, accurate and truthful to the best of my knowledge.

 

 

 

Lehman Brothers Holdings Inc.

 

 

 

Date:  April 30, 2010

By:

/s/ William J. Fox

 

 

William J. Fox

 

 

Executive Vice President

 

Indicate if this is an amended statement by checking here:        AMENDED STATEMENT x

 



 

TABLE OF CONTENTS

 

Schedule of Debtors

3

 

 

Lehman Brothers Holdings Inc. (“LBHI”) and Other Debtors and Other Controlled Entities

 

Basis of Presentation — Schedule of Cash Receipts and Disbursements

4

Schedule of Cash Receipts and Disbursements — January 1 — March 31, 2010

5

 

2



 

SCHEDULE OF DEBTORS

 

The following entities have filed for bankruptcy in the Southern District of New York:

 

 

 

Case No.

 

Date Filed

 

Lead Debtor:

 

 

 

 

 

Lehman Brothers Holdings Inc. (“LBHI”)

 

08-13555

 

9/15/2008

 

 

 

 

 

 

 

Related Debtors:

 

 

 

 

 

LB 745 LLC

 

08-13600

 

9/16/2008

 

PAMI Statler Arms LLC(1)

 

08-13664

 

9/23/2008

 

Lehman Brothers Commodity Services Inc. (“LBCS”)

 

08-13885

 

10/3/2008

 

Lehman Brothers Special Financing Inc. (“LBSF”)

 

08-13888

 

10/3/2008

 

Lehman Brothers OTC Derivatives Inc. (“LOTC”)

 

08-13893

 

10/3/2008

 

Lehman Brothers Derivative Products Inc. (“LBDP”)

 

08-13899

 

10/5/2008

 

Lehman Commercial Paper Inc. (“LCPI”)

 

08-13900

 

10/5/2008

 

Lehman Brothers Commercial Corporation (“LBCC”)

 

08-13901

 

10/5/2008

 

Lehman Brothers Financial Products Inc.(“LBFP”)

 

08-13902

 

10/5/2008

 

Lehman Scottish Finance L.P.

 

08-13904

 

10/5/2008

 

CES Aviation LLC

 

08-13905

 

10/5/2008

 

CES Aviation V LLC

 

08-13906

 

10/5/2008

 

CES Aviation IX LLC

 

08-13907

 

10/5/2008

 

East Dover Limited

 

08-13908

 

10/5/2008

 

Luxembourg Residential Properties Loan Finance S.a.r.l

 

09-10108

 

1/7/2009

 

BNC Mortgage LLC

 

09-10137

 

1/9/2009

 

LB Rose Ranch LLC

 

09-10560

 

2/9/2009

 

Structured Asset Securities Corporation

 

09-10558

 

2/9/2009

 

LB 2080 Kalakaua Owners LLC

 

09-12516

 

4/23/2009

 

Merit LLC (“Merit”)

 

09-17331

 

12/14/2009

 

LB Somerset LLC (“LBS”)

 

09-17503

 

12/22/2009

 

LB Preferred Somerset LLC (“LBP”)

 

09-17505

 

12/22/2009

 

 


(1)          On May 26, 2009, a motion was filed on behalf of Lehman Brothers Holdings Inc. seeking entry of an order pursuant to Section 1112(b) of the Bankruptcy Code to dismiss the Chapter 11 Case of PAMI Statler Arms LLC, with a hearing to be held on June 24, 2009.  On June 19, 2009, the motion was adjourned without a date for a continuation hearing.

 

The Chapter 11 case of Fundo de Investimento Multimercado Credito Privado Navigator Investimento No Exterior (Case No: 08-13903) has been dismissed.

 

The Chapter 11 case of Lehman Brothers Finance SA (Case No: 08-13887) has been dismissed.

 

3



 

LEHMAN BROTHERS HOLDINGS INC., (“LBHI”), AND OTHER DEBTORS AND OTHER CONTROLLED ENTITIES

 

BASIS OF PRESENTATION

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS - AMENDED

JANUARY 1, 2010 TO MARCH 31, 2010

 

The information and data included in this Monthly Operating Report (“MOR”) are derived from sources available to Lehman Brothers Holdings Inc. (“LBHI”) and its Controlled Entities (collectively, the “Company”).  The term “Controlled Entities” refers to those entities that are directly or indirectly controlled by LBHI, and excludes, among other things, those entities that are under separate administrations in the United States or abroad, including Lehman Brothers Inc., which is the subject of proceedings under the Security Investor Protection Act.  LBHI and certain of its Controlled Entities have filed for protection under Chapter 11 of the Bankruptcy Code, and those entities are referred to herein as the “Debtors”.  The Debtors’ chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure.  The Debtors have prepared this MOR, as required by the Office of the United States Trustee, based on the information available to the Debtors at this time, but note that such information may be incomplete and may be materially deficient in certain respects.  This MOR is not meant to be relied upon as a complete description of the Debtors, their business, condition (financial or otherwise), results of operations, prospects, assets or liabilities. The Debtors reserve all rights to revise this report.

 

1.               This MOR has been amended from the previously filed Schedule of Cash Receipts and Disbursements for January 1, 2010 to March 31, 2010 to adjust for a typographical error with the subtotals for Total Uses of Cash and Net Cash Flow in the column Total Debtors and Other Controlled Entities.  There was no change to the Ending Cash and Investments.

 

2.               This MOR is not prepared in accordance with U.S. generally accepted accounting principles (GAAP). This MOR should be read in conjunction with the financial statements and accompanying notes in the Company’s annual and quarterly reports that were filed with the United States Securities and Exchange Commission.

 

3.               This MOR is not audited and will not be subject to audit or review by the Company’s external auditors at any time in the future.

 

4.               The beginning and ending balances include cash in demand-deposit accounts (DDA), money-market funds (MMF), treasury bills, and other investments.

 

5.               Beginning and ending cash balances are based on preliminary closing numbers and are subject to adjustment.

 

6.               Beginning and ending cash balances exclude cash that has been posted as collateral for hedging activity.

 

7.               Beginning and ending cash balances exclude cash related to LBHI’s wholly-owned indirect subsidiaries Aurora Bank FSB (formerly known as Lehman Brothers Bank FSB), Woodlands Commercial Bank (formerly known as Lehman Brothers Commercial Bank), Lehman Brothers Trust Company N.A., and Lehman Brothers Trust Company of Delaware.

 

8.               Cash pledged on, or prior to, September 15, 2008 by the Company in connection with certain documents executed by the Company and various financial institutions has been excluded from this report.

 

9.               Intercompany transfers between Lehman entities are listed as disbursements for the paying entity and receipts for the receiving entity.

 

10.         Opening cash on 1/1/10 has been restated from previously filed MORs.

 

4



 

LEHMAN BROTHERS HOLDINGS INC. and Other Debtors and Other Controlled Entities

Schedule of Cash Receipts and Disbursements (a)

January 1, 2010 - March 31, 2010

 

Unaudited ($ in millions, foreign currencies reflected in USD equivalents)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

Total Debtors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

Total

 

Controlled

 

and Other

 

 

 

LBHI

 

LBSF

 

LBCS

 

LOTC

 

LCPI

 

LBCC

 

LBFP

 

LBDP

 

Debtors

 

Debtors

 

Entities (b)

 

Controlled Entities

 

Beginning Cash & Investments (1/1/10)

 

$

3,071

(c)

$

5,401

 

$

1,202

 

$

167

 

$

3,628

 

$

485

 

$

425

 

$

387

 

$

10

 

$

14,776

 

$

2,423

 

$

17,199

 

Sources of Cash:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repayment of Advances to Aurora (d)

 

212

 

 

 

 

 

 

 

 

 

212

 

 

212

 

Compensation and Benefits Reimbursements (e)

 

9

 

 

 

 

 

 

 

 

 

9

 

 

9

 

Other Receipts

 

21

 

 

 

 

 

 

 

 

 

21

 

39

 

60

 

Derivatives (f)

 

3

 

992

 

42

 

9

 

15

 

4

 

2

 

 

 

1,067

 

110

 

1,178

 

Loans (g)

 

7

 

 

 

 

889

 

 

 

 

 

896

 

 

896

 

Principal Investing / Private Equity (h)

 

187

 

 

 

 

15

 

 

 

 

 

202

 

184

 

386

 

Real Estate (i)

 

59

 

 

 

 

129

 

 

 

 

 

188

 

106

 

293

 

Asia

 

 

 

 

 

 

 

 

 

 

 

121

 

121

 

South America

 

 

 

 

 

 

 

 

 

 

 

5

 

5

 

Inter-Company Transfers

 

64

 

2

 

 

 

66

 

3

 

1

 

 

 

135

 

24

 

159

 

Total Sources of Cash

 

562

 

993

 

42

 

9

 

1,113

 

7

 

3

 

 

 

2,730

 

589

 

3,319

 

Uses of Cash:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advances to Aurora (j)

 

(177

)

 

 

 

 

 

 

 

 

(177

)

 

(177

)

Compensation and Benefits (k)

 

(137

)

 

 

 

 

 

 

 

 

(137

)

(9

)

(145

)

Professional Fees

 

(110

)

 

 

 

(1

)

 

 

 

 

(111

)

 

(111

)

Other Operating Expenses

 

(52

)

 

 

 

 

 

 

 

 

(52

)

(10

)

(62

)

Other Non-Operating Expenses

 

(51

)

 

 

 

 

 

 

 

 

(51

)

 

(51

)

Bankhaus Settlement (l)

 

(196

)

 

 

 

(1,073

)

 

 

 

 

(1,269

)

(10

)

(1,279

)

JP Morgan CDA (m)

 

(524

)

 

 

 

 

 

 

 

 

(524

)

 

(524

)

MetLife Settlement (n)

 

 

 

 

 

(390

)

 

 

 

 

(390

)

 

(390

)

Derivatives (o)

 

(4

)

(205

)

 

 

 

 

 

(2

)

 

(210

)

 

(210

)

Loans (p)

 

(1

)

 

 

 

(517

)

 

 

 

 

(518

)

 

(518

)

Principal Investing / Private Equity (q)

 

(10

)

 

 

 

 

 

 

 

 

(10

)

(30

)

(40

)

Real Estate (r)

 

(33

)

 

 

 

(27

)

 

 

 

 

(60

)

(32

)

(92

)

Asia

 

 

 

 

 

 

 

 

 

 

 

(95

)

(95

)

South America

 

 

 

 

 

 

 

 

 

 

 

(10

)

(10

)

Inter-Company Transfers

 

(23

)

(6

)

 

 

(3

)

 

(1

)

 

 

(33

)

(127

)

(159

)

Total Uses of Cash

 

(1,318

)

(211

)

 

 

(2,010

)

 

(1

)

(2

)

 

(3,541

)

(323

)

(3,864

)(u)

Net Cash Flow

 

(756

)

783

 

42

 

9

 

(897

)

7

 

2

 

(2

)

 

(811

)

266

 

(545

)(u)

FX Fluctuation (s)

 

(11

)

(12

)

 

 

(7

)

 

 

 

 

(30

)

(2

)

(32

)

Ending Cash & Investments (3/31/10) (t)

 

$

2,304

 

$

6,172

 

$

1,244

 

$

176

 

$

2,724

 

$

491

 

$

427

 

$

386

 

$

10

 

$

13,934

 

$

2,687

 

$

16,621

 

 

NOTE: Totals may not foot due to rounding.

 

5



 

 

LEHMAN BROTHERS HOLDINGS INC. and Other Debtors and Other Controlled Entities

Schedule of Cash Receipts and Disbursements (a)

January 1, 2010 - March 31, 2010

 


Notes:

 

(a) Includes cash and investment flows for all Debtors and Other Controlled Entities globally.  Corporate, Derivatives, Loans, Principal Investing/Private Equity and Real Estate activity includes bank accounts that are managed and reconciled by Lehman US and European operations.  Asia and South America activity includes bank accounts that are managed and reconciled by Lehman Asian and South American operations.

 

(b) Other Controlled Entities includes all Non-Debtor entities which are under the control of LBHI.  Cash activity associated with Aurora Bank, Woodlands Commercial Bank, Lehman Brothers Trust Company N.A., and Lehman Brothers Trust Company of Delaware is not reflected.

 

(c) The opening cash and investments balance as of 1/1/10 was restated to include an increase of $45 million.

 

(d) Reflects repayment of advances made to Aurora Bank for court approved repo financing facility and/or master servicing agreement.

 

(e) Reflects repayment of advances for payroll and benefits disbursements made on behalf of non-controlled LBHI entities (Aurora Bank, Woodlands Commercial Bank, Lehman Brothers Trust Company NA., and Lehman Brothers Trust Company of Delaware).

 

(f) Primarily reflects settlements from counterparties and the return of collateral posted for hedging.

 

(g) Primarily reflects principal and interest payments from borrowers.

 

(h) Primarily reflects redemptions, distributions and/or proceeds from the sale of investments.  

 

(i) Primarily reflects principal and interest payments on real estate loans.

 

(j) Reflects advances made to Aurora Bank for court approved repo financing facility or master servicing agreement.

 

(k) Compensation and Benefits includes fees paid to Alvarez & Marsal as interim management.

 

(l) Reflects payments made to Bankhaus for court approved settlement.

 

(m) Reflects payment made to JP Morgan for court approved Collateral Disposition Agreement ("CDA"). 

 

(n) Reflects payment made to MetLife for court approved settlement to pay off secured loan obligations.

 

(o) Primarily reflects collateral posted for hedging and payments on live trades.

 

(p) Primarily reflects principal and interest distributed to syndicated loan participants where Lehman acts as agent.

 

(q) Primarily reflects capital calls on investments.

 

(r) Primarily reflects payments made for preservation of operating and development property assets.

 

(s) Reflects fluctuation in value in foreign currency bank accounts.

 

(t) Ending Cash and Investment balances include approximately $2.3 billion in co-mingled and segregated accounts associated with pledged assets, court ordered segregated accounts, funds administratively held by banks, and other identified funds which may not belong to the Debtors or Other Controlled Entities.  These amounts are preliminary and estimated as follows:  Debtors - LBHI $208 million, LBSF $328 million, LBCS $34 million, LCPI $1.7 billion, LBCC $5 million, Lehman Scottish Finance $2 million; and non-Debtors $28 million, and are subject to adjustment.  Ending Cash and Investment balances exclude approximately $287 million of cash posted as collateral for derivative hedging activity; broken down as follows: LBSF $276 million and LBFP $11 million.

 

(u) The subtotals for Total Uses of Cash and Net Cash Flow in the column Total Debtors and Other Controlled Entities has been adjusted for a typographical error in the previously filed Schedule of Cash Receipts and Disbursements for January 1, 2010 to March 31, 2010.

 

6