Attached files
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EX-99.1 - EX-99.1 - LEHMAN BROTHERS HOLDINGS INC. PLAN TRUST | a10-9141_1ex99d1.htm |
8-K - 8-K - LEHMAN BROTHERS HOLDINGS INC. PLAN TRUST | a10-9141_18k.htm |
Exhibit 99.2
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
In re: |
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Chapter 11 Case No. |
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Lehman Brothers Holdings Inc., et al., |
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08-13555 (JMP) |
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Jointly Administered |
Debtors. |
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MONTHLY OPERATING REPORT
DECEMBER 2009 - SUPPLEMENTAL
BALANCE SHEET AS OF DECEMBER 31, 2009 WITH
ACCOMPANYING SCHEDULES
DEBTORS ADDRESS: |
LEHMAN BROTHERS HOLDINGS INC. |
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c/o WILLIAM J. FOX |
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1271 AVENUE OF THE AMERICAS |
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35th FLOOR |
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NEW YORK, NY 10020 |
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DEBTORS ATTORNEYS: |
WEIL, GOTSHAL & MANGES LLP |
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c/o SHAI WAISMAN |
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767 FIFTH AVENUE |
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NEW YORK, NY 10153 |
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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.
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Lehman Brothers Holdings Inc. |
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Date: May 3, 2010 |
By: |
/s/ William J. Fox |
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William J. Fox |
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Executive Vice President |
Indicate if this is an amended statement by checking here: AMENDED STATEMENT o
TABLE OF CONTENTS
Schedule of Debtors |
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3 |
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Lehman Brothers Holdings Inc. and Other Debtors and Other Controlled Entities |
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Notes to the Balance Sheet |
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Balance Sheet |
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12 |
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Accompanying Schedules: |
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Financial Instruments Summary and Activity |
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Real Estate Owned and Unencumbered By Product Type |
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Commercial Real Estate Owned and Unencumbered By Property Type and Region |
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Loan Portfolio (Funded and Unencumbered) Summary by Rating |
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Private Equity / Principal Investments Owned and Unencumbered |
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Derivatives Assets and Liabilities |
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Pledged Inventory |
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Unfunded Lending and Principal Investments Commitments |
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Reconciliation of Five-Year Cash Flow Estimates (Gross Receipts) to the Balance Sheet |
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Intercompany Receivables and Payables |
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24 |
SCHEDULE OF DEBTORS
The following entities have filed for bankruptcy in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court):
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Case No. |
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Date Filed |
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Lead Debtor: |
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Lehman Brothers Holdings Inc. (LBHI) |
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08-13555 |
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9/15/2008 |
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Related Debtors: |
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LB 745 LLC |
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08-13600 |
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9/16/2008 |
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PAMI Statler Arms LLC(1) |
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08-13664 |
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9/23/2008 |
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Lehman Brothers Commodity Services Inc. (LBCS) |
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08-13885 |
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10/3/2008 |
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Lehman Brothers Special Financing Inc. (LBSF) |
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08-13888 |
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10/3/2008 |
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Lehman Brothers OTC Derivatives Inc. (LOTC) |
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08-13893 |
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10/3/2008 |
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Lehman Brothers Derivative Products Inc. (LBDP) |
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08-13899 |
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10/5/2008 |
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Lehman Commercial Paper Inc. (LCPI) |
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08-13900 |
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10/5/2008 |
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Lehman Brothers Commercial Corporation (LBCC) |
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08-13901 |
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10/5/2008 |
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Lehman Brothers Financial Products Inc. (LBFP) |
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08-13902 |
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10/5/2008 |
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Lehman Scottish Finance L.P. |
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08-13904 |
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10/5/2008 |
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CES Aviation LLC |
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08-13905 |
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10/5/2008 |
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CES Aviation V LLC |
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08-13906 |
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10/5/2008 |
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CES Aviation IX LLC |
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08-13907 |
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10/5/2008 |
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East Dover Limited |
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08-13908 |
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10/5/2008 |
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Luxembourg Residential Properties Loan Finance S.a.r.l |
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09-10108 |
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1/7/2009 |
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BNC Mortgage LLC |
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09-10137 |
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1/9/2009 |
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LB Rose Ranch LLC |
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09-10560 |
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2/9/2009 |
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Structured Asset Securities Corporation |
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09-10558 |
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2/9/2009 |
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LB 2080 Kalakaua Owners LLC |
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09-12516 |
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4/23/2009 |
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Merit LLC (Merit) |
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09-17331 |
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12/14/2009 |
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LB Somerset LLC (LBS) |
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09-17503 |
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12/22/2009 |
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LB Preferred Somerset LLC (LBPS) |
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09-17505 |
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12/22/2009 |
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(1) On May 26, 2009, a motion was filed on behalf of LBHI 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.
LEHMAN BROTHERS HOLDINGS INC. AND OTHER DEBTORS
AND OTHER CONTROLLED ENTITIES
MONTHLY OPERATING REPORT (MOR)
NOTES TO THE BALANCE SHEETS AS OF DECEMBER 31, 2009
(AND ACCOMPANYING SCHEDULES)
(Unaudited)
Basis of Presentation
The information and data included in this MOR are derived from sources available to LBHI and its Controlled Entities (collectively, the Company). Controlled Entities (or LBHI Controlled), refers to those entities that are directly or indirectly controlled by LBHI, and exclude, among other things, certain entities (such as Lehman Brothers Inc. (LBI), Lehman Brothers International (Europe) (LBIE) and Lehman Brothers Japan (LBJ)) under separate administrations in the U.S. or abroad, including proceedings under the Securities Investor Protection Act. LBHI and certain of its Controlled Entities have filed for protection under Chapter 11 of the Bankruptcy Code, and are referred to herein as (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. Entities that have not filed for protection under Chapter 11 of the Bankruptcy Code are referred to herein as (Non-Debtors), though they may be a party to other proceedings, including among other things, liquidations or other receiverships abroad. The Company has prepared this MOR, as required by the Office of the United States Trustee, based on the information available to the Company at this time; however, such information may be incomplete and may be materially deficient. This MOR is not meant to be relied upon as a complete description of the Company, its business, condition (financial or otherwise), results of operations, prospects, assets or liabilities. The Company reserves all rights to revise this report.
This MOR should be read in conjunction with previously filed financial statements and accompanying notes in LBHIs annual and quarterly reports and Form 8-K reports as filed with the United States Securities and Exchange Commission (SEC) and other filings dated post Chapter 11 as filed with various regulatory agencies by Controlled Entities. This MOR is not prepared in accordance with U.S. generally accepted accounting principles (GAAP), although, certain, but not all, of the deviations from GAAP and other pertinent disclosures are described in these Notes.
The Balance Sheets and Accompanying Schedules (collectively, the Balance Sheet) do not reflect normal period-end adjustments that were generally recorded by the Company prior to the filing of the Chapter 11 cases upon review of major accounts as of the end of each quarterly and annual accounting period. This MOR does not include explanatory footnotes and other disclosures required under GAAP and is not presented in a GAAP-based SEC reporting format. Certain classifications utilized in this MOR may differ from prior report classifications; accordingly amounts may not be comparable.
Certain items presented in this MOR remain under continuing review by the Company and may be accounted for differently in future monthly reports. Accordingly, the financial information herein is subject to change and any such change could be material.
The Balance Sheet does not reflect or provide for all of the consequences of the Companys Chapter 11 cases (i) as to assets, including a wide range of legal claims the Company is pursuing or considering pursuing, their realizable values on a liquidation basis or their availability to satisfy liabilities; and (ii) as to pre-petition liabilities, the amounts that may be allowed for claims or contingencies, or their status and priority. Accordingly, future monthly reports may reflect adjustments (including write-downs and write-offs) to the assets and adjustments to the liabilities, which may be material.
The Balance Sheet does not reflect off-balance sheet commitments, including, but not limited to, fully unfunded commitments under corporate loan agreements, real estate and private equity partnerships, and other agreements, contingencies and guarantees made by the Company prior to the Chapter 11 cases. The validity, existence and extent of obligations under the various guarantees have yet to be determined.
The Balance Sheet reflects the investments in LBHIs wholly-owned indirect subsidiaries Aurora Bank FSB (formerly known as Lehman Brothers Bank FSB) (Aurora) and Woodlands Commercial Bank (formerly known as Lehman Brothers Commercial Bank) (Woodlands), (collectively the Banks) on an equity basis in Investments in affiliates LBHI Controlled Non-Debtor Entities.
Subsequent to June 30, 2009, Merit, LBS, and LBPS filed for protection under Chapter 11 of the Bankruptcy Code. LBS and LBPS are now included in the Balance Sheet as Debtor Entities. Merits balance sheet is currently under review and not presented separately in the Balance Sheet herein.
This MOR is not audited and will not be subject to audit or review by the Companys external auditors at any time in the future.
Use of Estimates
In preparing the Balance Sheet, the Company makes various estimates that affect reported amounts and disclosures. Broadly, those amounts are used in measuring fair values or expected recoverable amounts of certain financial instruments and other assets and establishing various reserves.
Estimates are based on available information and judgment. Therefore, actual results could differ from estimates and could have a material effect on the Balance Sheet and Notes thereto. As more information becomes available to the Company, including the outcome of various negotiations, litigation, etc., it is expected that estimates will be revised. Such revisions may be material.
Cash and Investments
Cash and short term investments include demand deposits, interest-bearing deposits with banks, U.S. government obligations, U.S. government guaranteed securities with maturities of three months to two years and U.S. and foreign money market funds.
Cash and Investments Pledged or Restricted
Cash and investments pledged or restricted includes the cash and investments pledged on or prior to September 15, 2008 by the Company in connection with certain documents executed by the Company and various financial institutions.
The significant reduction in the cash and investments pledged or restricted (as compared to balances as of June 30, 2009), is due to an agreement with JPMorgan Chase & Co. (JPMorgan) as described below. With respect to other pledged cash held by other financial institutions, the Company has not recorded any reserves against this cash, as the Company is in negotiation or litigation with these financial institutions and other counterparties regarding these pledges, or in some cases the Company does not have sufficient information at this time as to the circumstances surrounding these pledges. Accordingly, adjustments (including write-downs and write-offs), which may be material, may be reflected in future Balance Sheets.
In addition, cash and investments pledged or restricted includes: (i) approximately $2.0 billion held by Lehman Commercial Paper Inc. (LCPI) (also reported as post-petition payable) primarily consisting of cash collected on (a) loans that collateralize notes held by both LBHI Controlled entities and Non-LBHI Controlled entities and (b) loans participated to a Non-LBHI Controlled entity; (ii) cash collected on derivatives trades which collateralized notes; and (iii) pre-petition balances on administrative hold by certain financial institutions. No admission is made as to the validity, enforceability or perfection of any such collateralization and all rights in respect thereof are reserved.
Cash Seized
Subsequent to the Chapter 11 cases, approximately $510 million was seized by Bank of America (BOA) to offset derivatives claims against the Debtors. The Company is in litigation in pursuit of its rights to recover this amount from BOA. Such amount is not reflected in the Balance Sheet.
JPMorgan Collateral Disposition Agreement
LBHI and JPMorgan (including its affiliates, JPM) entered into a Collateral Disposition Agreement that became effective on March 31, 2010 (the CDA). The CDA provides for the disposition of certain collateral held by JPM and satisfaction of its claims on a provisional basis. Pursuant to the CDA, among other things;
· JPM reduced its remaining aggregate claim balance from approximately $7.64 billion to approximately $524 million through application of collateral consisting of certain cash, cash proceeds and principal and income payments received in respect of certain securities and money market funds that JPM has asserted had been pledged by LBHI, LBI and other affiliates to secure such claims. LBHI made a one-time cash payment to JPM of approximately $524 million, recorded in Taxes and Other Payables in the Balance Sheet, equal to the aggregate unpaid balance of the provisionally allowed JPM claims.
· JPM transferred the remaining collateral to LBHI either as direct owner or subrogee.
· LBHI was subrogated to JPMs alleged secured claim against LBI and certain other affiliates.
The Company has reflected the terms of the CDA as of December 31, 2009 and consequently has recorded a Subrogated Receivable from Affiliates and Third Parties of $9.4 billion for the cash previously reported as Cash and Investments Pledged or Restricted and securities posted by LBHI primarily on behalf of affiliates including LBI. The largest receivables recorded are from LBI in the amount of $6.6 billion, from LBSF of $1.8 billion and from LBIE of $0.5 billion. LBSF and other LBHI-Controlled entities have not recorded the corresponding payable to LBHI at this time. The Company cannot assess, at this time, the collectability of these receivables. Accordingly, adjustments (including write-downs and write-offs), which may be material, may be reflected in future Balance Sheets. The Company reserves all rights to contest any claim, guarantee and alleged security asserted by JPM, including its claims for interest charges on the clearance advances claim. The Company is in the process of evaluating the collateral transferred to LBHI as subrogee of LBI and certain other affiliates in order to determine if the value of such collateral owned by an affiliate will be sufficient to offset the cash posted on behalf of such affiliate by LBHI. Additionally, as part of the CDA, a portion of the affiliate collateral transferred to LBHI as subrogee consisted of LCPI securities held by JPM as collateral for LCPIs potential obligation to JPM. LCPIs exposure is contingent upon events that the Company has deemed unlikely to occur.
Financial Instruments and Other Inventory Positions
Financial instruments and other inventory positions are presented at fair value except, as described below, for certain principal investments and derivatives assets. Fair value is determined by utilizing observable prices or pricing models based on a series of inputs to determine the present value of future cash flows. The fair value measurements used to record the financial instruments described below may not be in compliance with GAAP requirements.
Prior to the Chapter 11 cases, certain intercompany financing transactions may have occurred amongst the Company entities. For presentation purposes, inventory (not pledged to a third-party) collateralizing the financing transactions has not been transferred and continues to be reflected on the balance sheet of the entity receiving the financing, along with the related liabilities. The related inventory values as of December 31, 2009 on the Balance Sheet of the entities receiving the financing are approximately $1.0 billion for LBHI, $136 million for Lehman ALI Inc. and $261 million for Property Asset Management Inc. (PAMI). These transactions are under review. Upon completion of such review, related amounts recorded in the Balance Sheet may require adjustments in future periods.
Financial instruments include Senior Notes, Subordinated Notes and equity interests (collectively Securitization Instruments) held by Debtor entities in securitization structures collateralized by assets (principally corporate and real estate loans) that were under loan participation agreements by LBHI Controlled Entities prior to the Chapter 11 cases. These Securitization Instruments are valued based on the lower of (i) fair values of the underlying collateral as of December 31, 2009, or (ii) par value of the notes plus accrued interest. These notes, approximately $2.4 billion at LBHI and $0.8 billion at LCPI, had been pledged to a financial institution. The aggregate fair values of these notes, estimated as of December 31, 2009, were recorded within Loans, Real Estate and Principal Investments in the amounts of $1.2 billion, $1.4 billion, and $0.6 billion, respectively. As part of the CDA, the Company has obtained possession of the Securitization Instruments and will be assessing ownership rights on the underlying collateral.
The Company is not in possession or does not have complete control of certain financial instruments reflected on its books and has filed or is in the process of filing claims with the affiliated broker-dealer or other counterparties.
Derivatives
Derivative Assets. Derivative assets represent amounts due from counterparties related to matured, terminated and open trades recorded at expected recovery amounts, net of cash and securities collateral received. Recoveries in respect of derivatives receivables are complicated by numerous and unprecedented practical and legal challenges, including: (i) whether counterparties have validly declared termination dates in respect of derivatives and lack of clarity as to the exact date and time as of when counterparties ascribed values to their derivatives contracts; (ii) abnormally wide bid-offer spreads and extreme liquidity adjustments resulting from market conditions in effect as of the time when the vast majority of the Companys derivatives transactions were terminated and whether such market conditions provide the Company with a basis for challenging counterparty valuations; (iii) counterparty creditworthiness, which can be reflected both in reduced actual cash collections from counterparties and in reduced valuations ascribed by the market to derivatives transactions with such counterparties and whether, in the latter circumstance, such reduced valuations are legally valid deductions from the fair value of derivatives receivables; and (iv) the enforceability of provisions in derivatives contracts that purport to penalize the defaulting party by way of close-out and valuation mechanics, suspend payments, structurally subordinate rights of the debtor in relation to transactions with certain special purpose vehicles and, deduct for financial advisory and legal fees that the Company believes are excessive and expansive set-off provisions.
The expected recovery amounts are determined using various models, data sources, and certain assumptions regarding contract provisions. During the period June 30, 2009 to December 31, 2009 the change in estimated recovery values primarily reflects the
Companys current judgment of estimated recovery values taking into consideration a probabilistic assessment of the legal uncertainties of certain contract provisions associated with subordination and set off. The Company will continue to review amounts recorded for the derivative assets in the future as the Company obtains greater clarity on the issues referred to above; such adjustments (including write-downs and write-offs) may be material.
Derivative assets include amounts that may collateralize certain notes. These amounts continue to be under review with respect to whether any security interests are valid, perfected, or enforceable and whether they might be voidable under the U.S. Bankruptcy Code.
Pursuant to an order entered in the Chapter 11 cases, certain of the Company entities have commenced a hedging program in order to protect the value of certain derivatives transactions that have not been terminated by counterparties. The cash posted as collateral, net of mark-to-market adjustments on the futures positions and the net gains or losses are reflected in Receivables and Other Assets in the Balance Sheet.
Derivative Liabilities. Derivative liabilities represent amounts due to counterparties related to open, matured and terminated transactions. These derivative liabilities are recorded at fair value net of cash and/or securities collateral. The Company used the following as the fair value for derivative liabilities: (i) the fair values as of December 31, 2009 for trades open as of December 31, 2009, (ii) the fair values at the date of termination or maturity where the counterparty notified the Company of such termination prior to December 31, 2009, or (iii) the last valuation recorded by the Company prior to the Chapter 11 cases, where a (more recent) fair value was unable to be determined.
Derivative liabilities reflected in the Balance Sheet do not represent claims made against the Company. It is likely that once the filed claims are reviewed, the claim amounts will be materially different than the fair value of the liabilities. As with the complexities described above regarding recoveries of derivative assets, similar issues will arise for derivative liabilities.
Real Estate
Real Estate includes residential and commercial whole loans, residential and commercial real estate owned properties, joint venture equity interests in commercial properties, and other real estate related investments. Real Estate financial instruments are recorded at fair value. In most cases, pricing models incorporate projected cash flows, discounted at rates based on certain market assumptions, provided by third parties for the commercial real estate portfolio. Valuations for residential real estate assets are primarily based on recent comparable sales activity.
Loans
Loans primarily consist of term loans and revolving credit facilities with fixed maturity dates and are contingent on certain representations and contractual conditions applicable to the borrower. Loans are recorded at fair value.
Loan participations, under a United Kingdom law Loan Market Association (LMA)-style loan participation agreement, do not result in a change in the beneficial ownership of the underlying loans due to an act of insolvency. As a result LCPI, as grantor, retained certain of these loans and in the period ending June 30, 2009, had recorded approximately $800 million in loans participated prior to the Chapter 11 cases to Lehman Brothers Bankhaus A.G. (LB Bankhaus), and a corresponding liability due to LB Bankhaus in Due to Affiliates - Non-LBHI Controlled Entities on its June 30, 2009 the Balance Sheet. Principal and interest received from the borrowers on these loans is being reported as cash on the Balance Sheet.
Private Equity / Principal Investments
Private Equity / Principal Investments include equity and fixed-income direct investments in corporations and general partner and limited partner interests in asset managers (including private equity) and in related funds. Equity principal investments are primarily valued utilizing discounted cash flows, comparable trading (including cross-cycle analysis) and transaction multiples. Fixed income principal investments are primarily valued utilizing market trading, comparable spreads and yields (including cross-cycle analysis), and recovery analysis. Investments in private equity and hedge funds are valued at the net asset value unless an impairment is assessed.
On May 4, 2009, the Company completed the transfer to Neuberger Berman Group LLC (the Purchaser) of the equity interests of certain subsidiaries and assets related to its investment management business, and the assumption of certain related liabilities. The Purchaser issued certain Preferred Units (aggregate liquidation preference of $875 million, subject to certain adjustments) and common equity interests in connection with this acquisition. As consideration, the Company received 93% of the Preferred Units and 49% of the aggregate common equity interests. The Company has recorded its preferred and common equity interests at the amounts initially calculated prior to the closing of the acquisition ($1,017 million), which is reflected in Private Equity / Principal Investments on the Balance Sheet of a Non-Debtor entity as of December 31, 2009. This initial valuation has not been updated, and as such, may
lead to potential adjustments in future MORs. The Company has written off any goodwill previously reflected in Receivables and Other Assets in a Non-Debtor entity on the December 31, 2008 Balance Sheet.
Due to/from and Investments in Affiliates - Transactions with LBHI Controlled Entities and Non-LBHI Controlled Entities (separately or collectively, Affiliates)
Receivables and payables amongst the Company entities consist of: (i) intercompany derivative contracts recorded on September 14, 2008 at fair value in the Companys records, and (ii) other intercompany receivables and payables derived from financings and normal course of business activities as of December 31, 2009.
Receivables from and payables to Non-LBHI Controlled Entities consist of derivative contracts recorded at fair value in the Companys records and other intercompany receivables and payables derived from financings and normal course of business activities recorded as of September 14, 2008, except for certain repurchase and other financing agreements which are reflected (for purposes of this presentation) net of collateral inventory.
This Balance Sheet does not reflect potential reserves on the receivables from Affiliates and investments in Affiliates or an estimate of potential payables to Affiliates, as the aforementioned potential reserves or liabilities are not yet determinable. For purposes of the Disclosure Statement, a recovery on net intercompany receivables from Non-LBHI Controlled Entities was estimated.
Current market valuations for assets held at Non-LBHI Controlled Entities are neither maintained by, nor readily available to, the Company. As such, investments in Non-LBHI Controlled Entities are recorded at the net book values which were recorded as of September 14, 2008. Adjustments may be required in future MORs (including write-downs and write-offs), as amounts ultimately realized may vary materially from amounts reflected on the Balance Sheet. Affiliates that incurred cumulative net operating losses in excess of capital contributions are reflected as a negative amount in Investments in affiliates on the Balance Sheet.
This Balance Sheet reflects the obligations for certain administrative services and bankruptcy related costs incurred through December 31, 2009. The accrued costs not paid as of December 31, 2009 are reflected as accrued liabilities. Certain of these costs have been allocated to significant Debtor and Non-Debtor LBHI Controlled Entities and are reflected as receivables from and payables to LBHI Controlled Debtor and Non-Debtor Entities net of any cash payments. The costs incurred for LBHI operations are determined in the following order: (i) assigned to the legal entity where the costs are specifically identifiable (Dedicated Legal Entity Costs) then (ii) allocated to a broader group of legal entities (Non-Dedicated Legal Entity Costs) either on a Direct or Indirect basis. Direct Costs are asset class support costs not identified as specific to one legal entity and are allocated to legal entities based on a percentage of inventory owned by that legal entity for the specific asset class. Indirect Costs are for the overall management of the Company and cannot be specifically identified to a legal entity or asset class. Indirect costs are first allocated to all asset classes based on a equally weighted split of inventory balances and dedicated headcount. These costs are then allocated to legal entities based on the direct allocation percentages determined for each asset class.
Company entities have engaged in cash transfers and transactions post-petition between Affiliates subject to a Cash Management Order approved by the Court. These transfers and transactions are primarily to support activities on behalf of other LBHI-Controlled Entities that may not have adequate liquidity for such things as funding private equity capital calls, restructuring of certain investments, or paying operating expenses. The transferring affiliate is entitled to certain claim priorities in the case of other Debtors, (and in the case of Non-Debtor Entities, a promissory note accruing interest at a market rate) and where available, collateral to secure the advanced funds. Similarly, LBHI has received cash on behalf of other LBHI-Controlled Entities post-petition, most often in cases where an LBHI-Controlled Entity has sold an asset and may not have a bank account to hold the proceeds received in the sale. These LBHI-Controlled Entities have administrative claims to LBHI for this cash. All of the above cash transactions are reflected in Due from Affiliates- LBHI Controlled Entities and Due to Affiliates - LBHI-Controlled Entities.
On September 19, 2008, Lehman Brothers Inc., (LBI) a subsidiary of LBHI that is currently in liquidation pursuant to the Securities Investor Protection Act of 1970, transferred virtually all of its subsidiaries to Lehman ALI Inc., (ALI) a subsidiary of LBHI, for a paid-in-kind promissory note (PIK Note). The Company has recorded this transfer in its books and records at a de minimus amount as the Company believes the PIK Note has no value. Under the terms of the PIK Note and Security Agreement, the principal sum equal to the fair market value of the acquired stock of the subsidiaries transferred to ALI by LBI, as of September 19, 2008 is to be determined by Lazard Ltd. (Lazard) pursuant to a methodology mutually agreed upon between LBI and Lazard. In the event that such valuation reflects a positive value, the Balance Sheet will be adjusted accordingly.
Subsequent to September 15, 2008, certain of the Companys derivative trades and related collateral processed through the Chicago Mercantile Exchange (CME) were transferred to other CME members. The financial impact to (and potential legal claim of) the Company is undetermined as of the date of this MOR filing. The Company had recorded a receivable from LBI as its clearing CME member. Accordingly, adjustments (including write-downs and write-offs), which may be material, may be reflected in future MORs.
The systems utilized by the Company have recorded, in certain cases, interest income or expense on outstanding balances between affiliates; accordingly, such amounts are included in the Balance Sheet. Realization may be impacted by bankruptcy proceedings in the various legal jurisdictions and may require adjustments in future MORs which may be material.
The Banks
On February 20, 2009, the Company made a capital contribution of $200 million to Woodlands. In exchange for the contribution, Woodlands provided the Company with the right to receive the first $200 million of any recovery on a loss incurred when a financial institution obtained control of Woodlands securities that had been placed with LBI for safekeeping.
During the six month period ending June 30, 2009, the Company made capital contributions to Aurora of approximately $400 million consisting of mortgage servicing rights, forgiveness of liabilities to the Company, and cash. In December 2009, the Company made an additional capital contribution of $100 million to assure Auroras total risk-based capital ratio satisfies the 10% well-capitalized mark as of December 31, 2009.
Under a Master Forward Agreement (MFA), as amended in August 2008, the Company agreed to purchase all loans held for sale from Aurora, without recourse, on a sale date designated by Aurora at a price equal to Auroras cost of the loan less principal payments received to date. The Company did not perform its obligation to purchase the loans resulting in an event of default. As a result, Aurora obtained control of the approximately $415 million of estimated value of collateral in the form of mortgage servicing rights posted by the Company.
The Company entered into (i) a Master Repurchase Agreement (Aurora MRA), as originated in March 2009 and amended in July 2009 and December 2009, with Aurora to provide Aurora with up to $450 million of borrowing capacity through June 30, 2010 and (ii) a receivables financing facility (Receivables Loan) in October of 2009, via a bankruptcy remote special purpose entity owned by Auroras wholly-owned loan servicing subsidiary where the Company will provide up to $500 million in short-term secured financing subject to certain borrowing base and all other restrictions. As of December 31, 2009, there are no outstanding balances on the Aurora MRA and $252 million are outstanding on the Receivables Loan.
Receivables and Other Assets
Receivables and Other Assets include over-the-counter (OTC) and futures derivatives recorded at fair value, inclusive of the cash collateral posted as margin with various third parties utilized to hedge the open derivative receivables.
Financings
The Company has securitization and financing agreements with third parties, where under some of these agreements an event of default has occurred. Such events of default include breach of collateralization ratio, failure to pay interest, failure to repurchase assets on the specified date, or LBHIs bankruptcy. This MOR reflects these securitizations and financings (for purposes of this presentation) net of the respective securities inventory collateral either as a net payable or, if it resulted in a net receivable, in certain cases, a reserve was recorded. The subsequent decrease in values of the underlying inventory collateralizing the financing transactions have not been reflected as a payable to the third parties. These agreements with financing counterparties are subject to ongoing legal review. As such, net amounts recorded in the Balance Sheet are estimates and may be material and require adjustments in future periods. The Company has or is in the process of submitting a claim to Affiliates in other receiverships to recover certain financial instruments.
Liabilities Subject to Compromise
Liabilities subject to compromise refers to pre-petition obligations of the Debtors and does not represent the Companys current estimate of known or potential obligations to be resolved in connection with the Chapter 11 cases. Differences between amounts recorded in the Debtors books as of their respective petition dates and the creditors claims, including tax authorities and derivatives counterparties, filed by the Bar Date, are material.
Taxes
Due to the uncertainties of future taxable profits, the deferred tax assets recorded by the Company prior to the bankruptcy filings have been entirely offset through valuation allowances. Deferred tax assets have not been recorded for 2008 or 2009. LBHI and its subsidiaries filed their 2008 federal tax return reflecting a net operating loss (NOL) of approximately $47 billion and subsequently filed a federal income tax refund claim of approximately $350 million for the two-year carryback of the 2008 NOL.
In addition to the 2008 NOL carryback claim, LBHI is due a refund from the Internal Revenue Service (IRS) for the tax years 1997 through 2000. The Company is also currently under IRS examination for 2001 through 2007. Although the IRS has not filed any proofs of claim against the Debtors, as the bar date for federal tax claims has been extended until June 30, 2010 (and may be extended further), the IRS has indicated it will apply refunds owed as offsets against its claims. LBHI also expects to make an election to carryback its 2008 NOL for up to five years under recently enacted legislation, which may further reduce any federal tax deficiency.
As described in the Disclosure Statement, the Companys estimates approximately $2 billion for potential amounts owed to federal, state, and local taxing authorities, net of the refund claims referenced above and the anticipated five-year NOL carryback. Accordingly, such estimate is reflected in the Balance Sheet. The Company is negotiating significant issues with various taxing authorities and this amount could change at any time, which could be material. LBHI plans to allocate the estimated liability to other members of the federal consolidated group, including LBI, on a reasonable basis. Because certain taxes carry joint and/or several liability, LBHI may pay taxes relating to LBI. In such event, LBHI may have a claim against LBI.
Currency Translation
The Companys general ledger systems automatically translate assets and liabilities (including borrowings) of LBHI Controlled and Non-LBHI Controlled Entities having non-U.S. dollar functional currencies using exchange rates as of the Balance Sheet date. The gains or losses resulting from translating non-US dollar functional currency into U.S. dollars are included in Stockholders Equity.
Legal Proceedings
The Company is involved in a number of judicial, regulatory and arbitration proceedings concerning matters arising in connection with the bankruptcy proceedings and various other matters. The Company is unable at this time to determine the financial impact of such proceedings and any recoveries or liabilities may have upon the Balance Sheet. As more information becomes available, the Company may record revisions, which may be material, in future MORs.
Examiner
On January 16, 2009, the Bankruptcy Court entered an order directing the U.S. Trustee to appoint an Examiner and outlined the subject matter of the Examiners investigation. The Examiners report was issued on March 11, 2010. The Company is currently reviewing the Examiners report to determine whether any actions should be taken to pursue possible recoveries from any Affiliates or third parties.
Subsequent Events
Events (described below), subsequent to December 31, 2009, with the exception of certain provisions resulting from the effectiveness of the JPM CDA as previously described herein, are not reflected in the Balance Sheet and will be reflected in future MORs.
On March 15, 2010, the Company filed a Chapter 11 plan of reorganization which proposes the economic resolution of their allowed claims against and equity interests in the Debtors pursuant to the Bankruptcy Code. The plan proposes to pay secured, administrative and priority creditors in full, while general unsecured claims, direct intercompany claims and guarantee claims would in part be satisfied by a pro rata cash distribution subject to the proposed plan. Stockholders are not expected to receive any value under the plan on account of their equity interests. On April 15, 2010, the Company filed a proposed Disclosure Statement which includes, among other things, estimates of recoveries for each Debtor including future asset recoveries and operating costs.
LB Bankhaus Settlement
The Company and LB Bankhaus agreed to the terms of a settlement agreement (Bankhaus Agreement), as approved by the Bankruptcy Court on January 14, 2010, whereby the Company would acquire 86 loans with a total outstanding balance due of approximately $2.9 billion for a discounted purchase price of approximately $1 billion that accounts for (i) litigation risks associated with the ownership of certain loans and (ii) commercial risks attendant to collections. The effects of the Bankhaus Agreement have not been reflected in this Balance Sheet.
Claims
The respective Bar Dates for all prepetition creditors (except for the Internal Revenue Service, and for creditors of LBS, LBPS, and Merit) have passed. To date, in excess of 66,000 claims with a face amount in excess of $900 billion have been filed in various
priorities against the various Debtors. The population of claims includes over 21,000 that are either unliquidated, contingent or otherwise not quantified by the claimant, and over 11,000 guarantee claims. The Debtors have identified differences between amounts claimed by creditors and the amounts recorded in the Debtors records and ledgers as of their respective petition dates. The Debtors are in the process of and will continue to investigate these differences (including unliquidated and contingent claims) and will seek to reconcile such differences through its claims resolution process. To date, the Company has identified many claims which it believes should be disallowed for a number of reasons, including but not limited to claims that are duplicative of other claims, claims that are amended by later filed claims, claims that are not properly filed against a Debtor in these proceedings and claims that are either overstated, assert an incorrect priority or that cannot otherwise properly be asserted against these Debtors. There have been 1,663 claims in face amount of $52.8 billion disallowed as duplicative of earlier filed claims or amended by later filed claims and objections to 1,521 claims with a face amount of $77 billion are currently pending before the court. The Debtors intend to object to claims as appropriate. Any future settlement of claims, which may be material, will be reflected in future balance sheets and MORs.
Financial Systems and Control Environment
In connection with the December 31, 2009 financial closing process, certain financial applications were operated by a third party on the Companys behalf. Procedures, controls and resources used to create the Balance Sheet were modified, including a significant reduction in resources, in comparison to what was available to the Company prior to the Chapter 11 cases. The Company is continuously reviewing its accounts, and as a result, modifications, errors and potential misstatements might be identified that require future adjustments.
Accompanying Schedules
The amounts disclosed in the Accompanying Schedules to the Balance Sheet included in this MOR filing are based on the information available at the time of the filing and are subject to change as additional information becomes available.
The Reconciliation of Five-Year Cash Flow Estimates (Gross Receipts) to the Balance Sheet schedule presents a reconciliation of gross estimated cash receipts over a five-year period to the relevant amounts recorded on the Balance Sheet. The gross estimated cash receipts (as reflected in the Disclosure Statement) differ from the amounts recorded in the Balance Sheet for financial instruments. Amounts recorded in financial instruments in the Balance Sheet are based on a fair value concept (as defined herein) which estimates the amounts at which the assets could be bought or sold in a current transaction between willing parties other than in a liquidation scenario, whereas gross estimated cash receipts presented in the Disclosure Statement are based on an orderly disposition of assets over a five-year period. For further discussion, refer to the Disclosure Statement filed on April 14, 2010.
Rounding
The Balance Sheet and the Accompanying Schedules may have rounding differences in their summations. In addition, there may be rounding differences between the financial information on the Accompanying Schedules and the related amounts on the Balance Sheet.
LEHMAN BROTHERS HOLDINGS INC. and Other Debtors and Other Controlled Entities
Balance Sheet As of December 31, 2009
(Unaudited)
|
|
DEBTOR ENTITIES (1) |
|
|||||||||||||||||||||||||||||||
|
|
Lehman |
|
Lehman |
|
Lehman |
|
Lehman |
|
Lehman |
|
Lehman |
|
Lehman |
|
Lehman |
|
Luxembourg |
|
LB 745 LLC |
|
CES Aviation |
|
|||||||||||
$ in millions |
|
08-13555 |
|
08-13888 |
|
08-13885 |
|
08-13901 |
|
08-13893 |
|
08-13902 |
|
08-13899 |
|
08-13900 |
|
09-10108 |
|
08-13600 |
|
08-13905 |
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cash and investments |
|
$ |
2,974 |
|
$ |
5,090 |
|
$ |
1,165 |
|
$ |
480 |
|
$ |
168 |
|
$ |
425 |
|
$ |
388 |
|
$ |
1,638 |
|
$ |
8 |
|
$ |
|
|
$ |
|
|
Cash and investments pledged or restricted |
|
2,360 |
|
310 |
|
36 |
|
5 |
|
|
|
|
|
|
|
1,989 |
|
|
|
|
|
|
|
|||||||||||
Financial instruments and other inventory positions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Real estate |
|
1,941 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,406 |
|
137 |
|
|
|
|
|
|||||||||||
Loans |
|
1,286 |
|
2 |
|
|
|
|
|
|
|
|
|
|
|
1,856 |
|
|
|
|
|
|
|
|||||||||||
Private equity/Principal investments |
|
1,143 |
|
|
|
|
|
|
|
|
|
|
|
|
|
350 |
|
|
|
|
|
|
|
|||||||||||
Derivatives and other contractual agreements |
|
|
|
4,465 |
|
397 |
|
134 |
|
218 |
|
69 |
|
19 |
|
106 |
|
|
|
|
|
|
|
|||||||||||
Total financial instruments and other inventory positions |
|
4,370 |
|
4,467 |
|
397 |
|
134 |
|
218 |
|
69 |
|
19 |
|
3,718 |
|
137 |
|
|
|
|
|
|||||||||||
Subrogated Receivables from Affiliates and Third Parties |
|
9,399 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Receivables and other assets |
|
697 |
|
390 |
|
21 |
|
10 |
|
1 |
|
14 |
|
1 |
|
260 |
|
|
|
|
|
|
|
|||||||||||
Investments in affiliates: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
LBHI controlled debtor entities |
|
797 |
|
277 |
|
|
|
|
|
|
|
|
|
|
|
143 |
|
|
|
|
|
|
|
|||||||||||
LBHI controlled non-debtor entities |
|
(30,123 |
) |
789 |
|
|
|
|
|
|
|
|
|
|
|
706 |
|
|
|
|
|
|
|
|||||||||||
Non-LBHI controlled entities |
|
14,838 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Investments in affiliates |
|
(14,488 |
) |
1,066 |
|
|
|
|
|
|
|
|
|
|
|
849 |
|
|
|
|
|
|
|
|||||||||||
Due from affiliates: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
LBHI controlled entities - post petition |
|
796 |
|
|
|
295 |
|
17 |
|
31 |
|
|
|
3 |
|
295 |
|
|
|
304 |
|
23 |
|
|||||||||||
LBHI controlled debtor entities |
|
45,574 |
|
1,624 |
|
1,173 |
|
828 |
|
4 |
|
|
|
2 |
|
4,663 |
|
7 |
|
33 |
|
|
|
|||||||||||
LBHI controlled non-debtor entities |
|
41,214 |
|
462 |
|
|
|
22 |
|
|
|
|
|
|
|
8,903 |
|
|
|
161 |
|
|
|
|||||||||||
Non-LBHI controlled entities |
|
60,323 |
|
8,569 |
|
1,891 |
|
3,114 |
|
1,450 |
|
|
|
|
|
754 |
|
|
|
2 |
|
|
|
|||||||||||
Total due from affiliates |
|
147,907 |
|
10,655 |
|
3,359 |
|
3,981 |
|
1,485 |
|
|
|
5 |
|
14,615 |
|
7 |
|
500 |
|
23 |
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total assets |
|
$ |
153,219 |
|
$ |
21,978 |
|
$ |
4,978 |
|
$ |
4,610 |
|
$ |
1,872 |
|
$ |
508 |
|
$ |
413 |
|
$ |
23,069 |
|
$ |
152 |
|
$ |
500 |
|
$ |
23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Liabilities and stockholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Accounts payable and other liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Payables |
|
$ |
216 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
1,976 |
|
$ |
|
|
$ |
|
|
$ |
|
|
Due to LBHI controlled entities |
|
1,165 |
|
50 |
|
1 |
|
|
|
|
|
|
|
|
|
83 |
|
|
|
|
|
|
|
|||||||||||
Total accounts payable and liabilities |
|
1,381 |
|
50 |
|
1 |
|
|
|
|
|
|
|
|
|
2,059 |
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Liabilities (subject to compromise for Debtor entities only): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Derivatives and other contractual agreements |
|
|
|
9,686 |
|
2,085 |
|
768 |
|
682 |
|
74 |
|
74 |
|
73 |
|
|
|
|
|
|
|
|||||||||||
Borrowings |
|
99,684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Taxes and Other Payables |
|
3,824 |
|
366 |
|
1 |
|
16 |
|
|
|
|
|
|
|
555 |
|
|
|
|
|
|
|
|||||||||||
Due to affiliates: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
LBHI controlled debtor entities |
|
5,316 |
|
21,090 |
|
2,573 |
|
1,628 |
|
457 |
|
204 |
|
113 |
|
22,507 |
|
|
|
48 |
|
22 |
|
|||||||||||
LBHI controlled non-debtor entities |
|
21,077 |
|
1,495 |
|
|
|
80 |
|
|
|
|
|
|
|
1,835 |
|
593 |
|
|
|
|
|
|||||||||||
Non-LBHI controlled entities |
|
51,259 |
|
760 |
|
40 |
|
2,107 |
|
391 |
|
1 |
|
10 |
|
1,381 |
|
|
|
|
|
|
|
|||||||||||
Total due to affiliates |
|
77,652 |
|
23,345 |
|
2,613 |
|
3,815 |
|
848 |
|
205 |
|
123 |
|
25,724 |
|
593 |
|
48 |
|
22 |
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities (subject to compromise for Debtor entities only) |
|
181,159 |
|
33,396 |
|
4,700 |
|
4,599 |
|
1,531 |
|
279 |
|
197 |
|
26,353 |
|
593 |
|
48 |
|
22 |
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities |
|
182,540 |
|
33,446 |
|
4,701 |
|
4,599 |
|
1,531 |
|
279 |
|
197 |
|
28,412 |
|
593 |
|
48 |
|
22 |
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Stockholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Preferred stock |
|
8,993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Common stock and additional paid-in capital |
|
9,317 |
|
350 |
|
31 |
|
11 |
|
100 |
|
250 |
|
175 |
|
2,031 |
|
|
|
|
|
7 |
|
|||||||||||
Retained earnings and other stockholders equity |
|
(47,631 |
) |
(11,818 |
) |
246 |
|
|
|
241 |
|
(21 |
) |
41 |
|
(7,374 |
) |
(441 |
) |
451 |
|
(6 |
) |
|||||||||||
Total common stockholders equity |
|
(38,314 |
) |
(11,468 |
) |
277 |
|
11 |
|
341 |
|
229 |
|
216 |
|
(5,343 |
) |
(441 |
) |
451 |
|
1 |
|
|||||||||||
Total stockholders equity |
|
(29,321 |
) |
(11,468 |
) |
277 |
|
11 |
|
341 |
|
229 |
|
216 |
|
(5,343 |
) |
(441 |
) |
451 |
|
1 |
|
|||||||||||
Total liabilities and stockholders equity |
|
$ |
153,219 |
|
$ |
21,978 |
|
$ |
4,978 |
|
$ |
4,610 |
|
$ |
1,872 |
|
$ |
508 |
|
$ |
413 |
|
$ |
23,069 |
|
$ |
152 |
|
$ |
500 |
|
$ |
23 |
|
See accompanying Notes to Balance Sheet
(1) Balances for Debtors do not reflect the impact of intercompany eliminations and investments in subsidiaries.
LEHMAN BROTHERS HOLDINGS INC. and Other Debtors and Other Controlled Entities
Balance Sheet As of December 31, 2009
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DEBTOR ENTITIES (CONTD) |
|
|
|
|
||||||||||||||||||||||||||||||||||
|
|
CES Aviation V |
|
CES Aviation |
|
Structured |
|
East Dover Ltd |
|
Lehman |
|
LB Rose |
|
LB 2080 |
|
BNC Mortgage |
|
LB Somerset |
|
LB Preferred |
|
|
Total Debtor |
|
|
|
Total LBHI |
|
||||||||||||
$ in millions |
|
08-13906 |
|
08-13907 |
|
09-10558 |
|
08-13908 |
|
08-13904 |
|
09-10560 |
|
09-12516 |
|
09-10137 |
|
09-17503 |
|
09-17505 |
|
|
Entities |
|
|
|
(1) (2) |
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and investments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
1 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
$ |
12,337 |
|
|
|
$ |
14,704 |
|
Cash and investments pledged or restricted |
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
4,702 |
|
|
|
4,821 |
|
||||||||||||
Financial instruments and other inventory positions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Real estate |
|
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
3,488 |
|
|
|
5,252 |
|
||||||||||||
Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,144 |
|
|
|
3,453 |
|
||||||||||||
Private equity/Principal investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,493 |
|
|
|
7,859 |
|
||||||||||||
Derivatives and other contractual agreements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,409 |
|
|
|
5,820 |
|
||||||||||||
Total financial instruments and other inventory positions |
|
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
13,534 |
|
|
|
22,383 |
|
||||||||||||
Subrogated Receivables from Affiliates and Third Parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,399 |
|
|
|
9,399 |
|
||||||||||||
Receivables and other assets |
|
|
|
|
|
4 |
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
1,400 |
|
|
|
1,847 |
|
||||||||||||
Investments in affiliates: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LBHI controlled debtor entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,217 |
|
|
|
(15,571 |
) |
||||||||||||
LBHI controlled non-debtor entities |
|
|
|
|
|
|
|
|
|
(17 |
) |
|
|
|
|
|
|
|
|
|
|
|
(28,645 |
) |
|
|
(27,383 |
) |
||||||||||||
Non-LBHI controlled entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,838 |
|
|
|
22,874 |
|
||||||||||||
Total Investments in affiliates |
|
|
|
|
|
|
|
|
|
(17 |
) |
|
|
|
|
|
|
|
|
|
|
|
(12,590 |
) |
|
|
(20,081 |
) |
||||||||||||
Due from affiliates: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LBHI controlled entities - post petition |
|
3 |
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,773 |
|
|
|
2,500 |
|
||||||||||||
LBHI controlled debtor entities |
|
|
|
|
|
613 |
|
100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,621 |
|
|
|
79,955 |
|
||||||||||||
LBHI controlled non-debtor entities |
|
|
|
|
|
|
|
|
|
58 |
|
|
|
|
|
17 |
|
|
|
|
|
|
50,837 |
|
|
|
50,839 |
|
||||||||||||
Non-LBHI controlled entities |
|
|
|
|
|
8 |
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76,120 |
|
|
|
91,823 |
|
||||||||||||
Total due from affiliates |
|
3 |
|
6 |
|
621 |
|
109 |
|
58 |
|
|
|
|
|
17 |
|
|
|
|
|
|
183,351 |
|
|
|
225,117 |
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total assets |
|
$ |
3 |
|
$ |
6 |
|
$ |
625 |
|
$ |
109 |
|
$ |
43 |
|
$ |
7 |
|
$ |
|
|
$ |
17 |
|
$ |
|
|
$ |
|
|
|
$ |
212,133 |
|
|
|
$ |
258,190 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and stockholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and other liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payables |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
$ |
2,192 |
|
|
|
$ |
2,192 |
|
Due to LBHI controlled entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,299 |
|
|
|
2,509 |
|
||||||||||||
Total accounts payable and liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,492 |
|
|
|
4,701 |
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities (subject to compromise for Debtor entities only): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives and other contractual agreements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,442 |
|
|
|
13,441 |
|
||||||||||||
Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99,684 |
|
|
|
100,131 |
|
||||||||||||
Taxes and Other Payables |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
2 |
|
13 |
|
|
|
3 |
|
|
4,780 |
|
|
|
5,299 |
|
||||||||||||
Due to affiliates: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LBHI controlled debtor entities |
|
8 |
|
9 |
|
588 |
|
4 |
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
54,568 |
|
|
|
106,153 |
|
||||||||||||
LBHI controlled non-debtor entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
31 |
|
|
|
7 |
|
10 |
|
|
25,128 |
|
|
|
25,148 |
|
||||||||||||
Non-LBHI controlled entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
55,950 |
|
|
|
60,994 |
|
||||||||||||
Total due to affiliates |
|
8 |
|
9 |
|
588 |
|
4 |
|
|
|
|
|
31 |
|
2 |
|
7 |
|
10 |
|
|
135,646 |
|
|
|
192,295 |
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total liabilities (subject to compromise for Debtor entities only) |
|
8 |
|
9 |
|
588 |
|
4 |
|
|
|
1 |
|
32 |
|
15 |
|
7 |
|
12 |
|
|
253,552 |
|
|
|
311,167 |
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total liabilities |
|
8 |
|
9 |
|
588 |
|
4 |
|
|
|
1 |
|
32 |
|
15 |
|
7 |
|
12 |
|
|
257,044 |
|
|
|
315,868 |
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stockholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Preferred stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,993 |
|
|
|
11,035 |
|
||||||||||||
Common stock and additional paid-in capital |
|
|
|
|
|
20 |
|
76 |
|
50 |
|
47 |
|
(17 |
) |
67 |
|
|
|
|
|
|
12,514 |
|
|
|
26,162 |
|
||||||||||||
Retained earnings and other stockholders equity |
|
(4 |
) |
(3 |
) |
17 |
|
30 |
|
(8 |
) |
(40 |
) |
(15 |
) |
(65 |
) |
(7 |
) |
(12 |
) |
|
(66,419 |
) |
|
|
(94,875 |
) |
||||||||||||
Total common stockholders equity |
|
(4 |
) |
(3 |
) |
37 |
|
106 |
|
43 |
|
6 |
|
(32 |
) |
2 |
|
(7 |
) |
(12 |
) |
|
(53,905 |
) |
|
|
(68,713 |
) |
||||||||||||
Total stockholders equity |
|
(4 |
) |
(3 |
) |
37 |
|
106 |
|
43 |
|
6 |
|
(32 |
) |
2 |
|
(7 |
) |
(12 |
) |
|
(44,912 |
) |
|
|
(57,678 |
) |
||||||||||||
Total liabilities and stockholders equity |
|
$ |
3 |
|
$ |
6 |
|
$ |
625 |
|
$ |
109 |
|
$ |
43 |
|
$ |
7 |
|
$ |
|
|
$ |
17 |
|
$ |
|
|
$ |
|
|
|
$ |
212,133 |
|
|
|
$ |
258,190 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Balance Sheet
(1) Balances for Debtors do not reflect the impact of intercompany eliminations and investments in subsidiaries.
(2) Only balances between Non-Debtor Entities reflect the impact of intercompany eliminations and investments in subsidiaries.
LEHMAN BROTHERS HOLDINGS INC. and Other Debtors and Other Controlled Entities
Financial Instruments Summary and Activity(1)
July 1, 2009 - December 31, 2009
(Unaudited)
|
|
As of December 31, 2009 |
|
|
|
|
|
(Activity 7/01/09 - 12/31/09) |
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
As Reported |
|
|
|
|
|
Asset Transfers, |
|
Fair Value / |
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
June 30, 2009 |
|
|
|
|
|
Reclassifications |
|
Recovery Value |
|
Cash |
|
|
|
|||||||||
$ in millions |
|
Encumbered(2) |
|
Unencumbered |
|
|
Total |
|
|
Total |
|
|
Change |
|
|
and Other (3) |
|
Change |
|
(Receipts) |
|
Disbursements |
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Debtors: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Lehman Brothers Holdings Inc. |
|
$ |
1,026 |
|
$ |
915 |
|
|
$ |
1,941 |
|
|
$ |
1,989 |
|
|
$ |
(48 |
) |
|
$ |
(17 |
) |
$ |
62 |
|
$ |
(161 |
) |
$ |
69 |
|
Lehman Commercial Paper Inc. |
|
425 |
|
981 |
|
|
1,406 |
|
|
1,648 |
|
|
(242 |
) |
|
|
|
(84 |
) |
(168 |
) |
10 |
|
|||||||||
Lux Residential Properties Loan Finance S.a.r.l |
|
137 |
|
|
|
|
137 |
|
|
270 |
|
|
(133 |
) |
|
|
|
(133 |
) |
|
|
|
|
|||||||||
LB Rose Ranch LLC |
|
|
|
4 |
|
|
4 |
|
|
3 |
|
|
1 |
|
|
|
|
1 |
|
|
|
|
|
|||||||||
Subtotal Debtors |
|
1,588 |
|
1,900 |
|
|
3,488 |
|
|
3,910 |
|
|
(421 |
) |
|
(17 |
) |
(154 |
) |
(329 |
) |
79 |
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Non-Debtors |
|
416 |
|
1,348 |
|
|
1,764 |
|
|
1,934 |
|
|
(171 |
) |
|
3 |
|
(197 |
) |
(55 |
) |
79 |
|
|||||||||
Total Real Estate |
|
2,004 |
|
3,248 |
|
|
5,252 |
|
|
5,844 |
|
|
(592 |
) |
|
(14 |
) |
(350 |
) |
(385 |
) |
158 |
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Debtors: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Lehman Brothers Holdings Inc. |
|
1,221 |
|
66 |
|
|
1,286 |
|
|
1,479 |
|
|
(192 |
) |
|
|
|
(139 |
) |
(53 |
) |
|
|
|||||||||
Lehman Brothers Special Financing Inc. |
|
|
|
2 |
|
|
2 |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Lehman Brothers Commodity Services Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Lehman Commercial Paper Inc. |
|
101 |
|
1,755 |
|
|
1,856 |
|
|
1,789 |
|
|
67 |
|
|
137 |
|
276 |
|
(438 |
) |
92 |
|
|||||||||
Subtotal Debtors |
|
1,322 |
|
1,823 |
|
|
3,144 |
|
|
3,270 |
|
|
(125 |
) |
|
137 |
|
136 |
|
(491 |
) |
92 |
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Non-Debtors |
|
160 |
|
148 |
|
|
308 |
|
|
583 |
|
|
(275 |
) |
|
(41 |
) |
(40 |
) |
(194 |
) |
|
|
|||||||||
Total Loans |
|
1,482 |
|
1,971 |
|
|
3,453 |
|
|
3,853 |
|
|
(400 |
) |
|
96 |
|
96 |
|
(685 |
) |
92 |
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Private Equity / Principal Investments(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Debtors: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Lehman Brothers Holdings Inc. |
|
272 |
|
872 |
|
|
1,143 |
|
|
1,594 |
|
|
(451 |
) |
|
(454 |
) |
86 |
|
(83 |
) |
|
|
|||||||||
Lehman Commercial Paper Inc. |
|
350 |
|
|
|
|
350 |
|
|
475 |
|
|
(124 |
) |
|
(201 |
) |
77 |
|
|
|
|
|
|||||||||
Subtotal Debtors |
|
622 |
|
872 |
|
|
1,493 |
|
|
2,069 |
|
|
(575 |
) |
|
(655 |
) |
163 |
|
(83 |
) |
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Non-Debtors |
|
|
|
6,366 |
|
|
6,366 |
|
|
6,000 |
|
|
366 |
|
|
512 |
|
256 |
|
(582 |
) |
179 |
|
|||||||||
Total Private Equity / Principal Investments |
|
622 |
|
7,238 |
|
|
7,859 |
|
|
8,069 |
|
|
(210 |
) |
|
(143 |
) |
419 |
|
(665 |
) |
179 |
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Derivative Receivables and Related Assets(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Debtors: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Lehman Brothers Special Financing Inc. |
|
422 |
|
4,043 |
|
|
4,465 |
|
|
10,475 |
|
|
(6,010 |
) |
|
(380 |
) |
(3,716 |
) |
(1,915 |
) |
|
|
|||||||||
Lehman Brothers Commodity Services Inc. |
|
|
|
397 |
|
|
397 |
|
|
874 |
|
|
(478 |
) |
|
|
|
(66 |
) |
(412 |
) |
|
|
|||||||||
Lehman Brothers OTC Derivatives Inc. |
|
|
|
218 |
|
|
218 |
|
|
165 |
|
|
53 |
|
|
|
|
73 |
|
(20 |
) |
|
|
|||||||||
Lehman Brothers Commercial Corp. |
|
|
|
134 |
|
|
134 |
|
|
83 |
|
|
51 |
|
|
|
|
115 |
|
(64 |
) |
|
|
|||||||||
Lehman Commercial Paper Inc. |
|
|
|
106 |
|
|
106 |
|
|
327 |
|
|
(221 |
) |
|
|
|
33 |
|
(254 |
) |
|
|
|||||||||
Other Debtors |
|
|
|
88 |
|
|
88 |
|
|
114 |
|
|
(26 |
) |
|
|
|
(13 |
) |
(12 |
) |
|
|
|||||||||
Subtotal Debtors |
|
422 |
|
4,987 |
|
|
5,409 |
|
|
12,039 |
|
|
(6,630 |
) |
|
(380 |
) |
(3,574 |
) |
(2,677 |
) |
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Non-Debtors |
|
|
|
411 |
|
|
411 |
|
|
99 |
|
|
312 |
|
|
380 |
|
(62 |
) |
(7 |
) |
|
|
|||||||||
Total Derivative Receivables and Related Assets |
|
422 |
|
5,398 |
|
|
5,820 |
|
|
12,138 |
|
|
(6,319 |
) |
|
|
|
(3,635 |
) |
(2,684 |
) |
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Totals |
|
$ |
4,529 |
|
$ |
17,855 |
|
|
$ |
22,383 |
|
|
$ |
29,904 |
|
|
$ |
(7,521 |
) |
|
$ |
(61 |
) |
$ |
(3,470 |
) |
$ |
(4,419 |
) |
$ |
429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
(1) This schedule reflects inventory activity between the June 30, 2009 and December 31, 2009 Balance Sheets. This schedule and the accompanying Balance Sheet exclude any assets that have been, for presentation purposes, netted against any financings. Refer to the accompanying Notes to the Balance Sheet for further discussion.
(2) Certain financial instruments were pledged to JPM as of December 31, 2009 but were subsequently released in accordance with the terms of the Collateral Disposition Agreement (effective date of March 31, 2010). Refer to the schedule of Pledged Inventory - By Asset Group and Legal Entity as well as the Notes to the Balance Sheet for further discussion.
(3) Primarily includes: (i) Debtors that filed for Chapter 11 Bankruptcy protection after June 30, 2009, previously reported as Non-Debtors in the June 30, 2009 balance sheet, (ii) reclassifications of assets between legal entities, (iii) transfers of certain assets to a different administration, and (iv) accounting adjustments to June 30, 2009 balances due to the availability of additional information.
(4) Amounts presented in the Asset Transfers, Reclassifications and Other consist primarily of transfers from Debtor to non-Debtor entities in which the economic benefit of these assets reverts back to the debtor entities.
LEHMAN BROTHERS HOLDINGS INC. and Other Debtors and Other Controlled Entities
Real Estate Owned and Unencumbered - By Product Type(1)
As of December 31, 2009
(Unaudited)
$ in millions |
|
Lehman |
|
Lehman |
|
Other
Debtor |
|
|
Total
Debtor |
|
|
Non-Debtor |
|
|
Total
LBHI |
|
||||||
Residential Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Whole Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Alt-A / Prime(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
First Lien |
|
$ |
92 |
|
$ |
|
|
$ |
|
|
|
$ |
92 |
|
|
$ |
|
|
|
$ |
92 |
|
Second Lien |
|
11 |
|
|
|
|
|
|
11 |
|
|
|
|
|
11 |
|
||||||
Subtotal |
|
103 |
|
|
|
|
|
|
103 |
|
|
|
|
|
103 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Subprime(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
First Lien |
|
88 |
|
|
|
|
|
|
88 |
|
|
|
|
|
88 |
|
||||||
Second Lien |
|
2 |
|
|
|
|
|
|
2 |
|
|
|
|
|
2 |
|
||||||
Subtotal |
|
90 |
|
|
|
|
|
|
90 |
|
|
|
|
|
90 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Warehouse lines: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Residential |
|
|
|
61 |
|
|
|
|
61 |
|
|
|
|
|
61 |
|
||||||
Auto |
|
|
|
9 |
|
|
|
|
9 |
|
|
|
|
|
9 |
|
||||||
Securities |
|
|
|
10 |
|
|
|
|
10 |
|
|
|
|
|
10 |
|
||||||
Real Estate Owned |
|
38 |
|
|
|
|
|
|
38 |
|
|
2 |
|
|
40 |
|
||||||
Small Balance Commercial |
|
7 |
|
|
|
|
|
|
7 |
|
|
14 |
|
|
21 |
|
||||||
Mortgage-Backed Securities(3) |
|
|
|
|
|
|
|
|
|
|
|
214 |
|
|
214 |
|
||||||
Other(4) |
|
110 |
|
|
|
|
|
|
110 |
|
|
|
|
|
110 |
|
||||||
Subtotal |
|
154 |
|
80 |
|
|
|
|
234 |
|
|
230 |
|
|
464 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Residential Real Estate |
|
$ |
348 |
|
$ |
80 |
|
$ |
|
|
|
$ |
427 |
|
|
$ |
230 |
|
|
$ |
657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
North America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Whole loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Senior |
|
$ |
213 |
|
$ |
17 |
|
$ |
|
|
|
$ |
230 |
|
|
$ |
144 |
|
|
$ |
374 |
|
B-notes/Mezzanine |
|
168 |
|
|
|
|
|
|
168 |
|
|
39 |
|
|
207 |
|
||||||
Corporate Loans |
|
19 |
|
43 |
|
|
|
|
63 |
|
|
58 |
|
|
121 |
|
||||||
Seller Financed Loans |
|
|
|
288 |
|
|
|
|
288 |
|
|
|
|
|
288 |
|
||||||
Equity |
|
|
|
|
|
|
|
|
|
|
|
148 |
|
|
148 |
|
||||||
Real Estate Owned |
|
142 |
|
|
|
4 |
|
|
146 |
|
|
305 |
|
|
451 |
|
||||||
Other |
|
25 |
|
14 |
|
|
|
|
39 |
|
|
1 |
|
|
40 |
|
||||||
Subtotal |
|
567 |
|
362 |
|
4 |
|
|
933 |
|
|
695 |
|
|
1,628 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Europe |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Whole loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Senior |
|
|
|
98 |
|
|
|
|
98 |
|
|
|
|
|
98 |
|
||||||
B-notes/Mezzanine |
|
|
|
441 |
|
|
|
|
441 |
|
|
|
|
|
441 |
|
||||||
Corporate Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Equity |
|
|
|
|
|
|
|
|
|
|
|
178 |
|
|
178 |
|
||||||
Subtotal |
|
|
|
539 |
|
|
|
|
539 |
|
|
179 |
|
|
718 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Asia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Whole loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Senior |
|
|
|
|
|
|
|
|
|
|
|
11 |
|
|
11 |
|
||||||
B-notes/Mezzanine |
|
|
|
|
|
|
|
|
|
|
|
11 |
|
|
11 |
|
||||||
NPLs(5) |
|
|
|
|
|
|
|
|
|
|
|
56 |
|
|
56 |
|
||||||
Equity |
|
|
|
|
|
|
|
|
|
|
|
120 |
|
|
120 |
|
||||||
Real Estate Owned |
|
|
|
|
|
|
|
|
|
|
|
11 |
|
|
11 |
|
||||||
Other |
|
|
|
|
|
|
|
|
|
|
|
35 |
|
|
35 |
|
||||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
244 |
|
|
244 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Commercial Real Estate |
|
$ |
567 |
|
$ |
901 |
|
$ |
4 |
|
|
$ |
1,472 |
|
|
$ |
1,118 |
|
|
$ |
2,590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Real Estate |
|
$ |
915 |
|
$ |
981 |
|
$ |
4 |
|
|
$ |
1,900 |
|
|
$ |
1,348 |
|
|
$ |
3,248 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
(1) This schedule reflects unencumbered assets that are included on the Balance Sheet. Pledged assets are presented separately on the schedule of Pledged Inventory. Refer to the accompanying Notes to the Balance Sheet for further discussion on valuation and additional disclosures.
(2) Prime / Subprime designations based on loan characteristics at origination.
(3) Rated non-investment grade.
(4) Represents the estimated present value of servicing fee cash flows, valued at approximately $50 million, and other real estate assets of approximately $60 million.
(5) NPLs are loans purchased as non-performing loans.
LEHMAN BROTHERS HOLDINGS INC. and Other Debtors and Other Controlled Entities
Commercial Real Estate Owned and Unencumbered - By Property Type And Region(1)
As of December 31, 2009
(Unaudited)
$ in millions |
|
North |
|
Europe |
|
Asia |
|
Total |
|
||||
Commercial Real Estate |
|
|
|
|
|
|
|
|
|
||||
Senior Whole Loans |
|
|
|
|
|
|
|
|
|
||||
Office |
|
$ |
42 |
|
$ |
45 |
|
$ |
|
|
$ |
87 |
|
Hotel |
|
67 |
|
|
|
|
|
67 |
|
||||
Multi-family |
|
38 |
|
|
|
|
|
38 |
|
||||
Retail |
|
1 |
|
28 |
|
11 |
|
40 |
|
||||
Residential |
|
|
|
10 |
|
|
|
10 |
|
||||
Condominium |
|
20 |
|
15 |
|
|
|
36 |
|
||||
Land |
|
182 |
|
|
|
|
|
182 |
|
||||
Other |
|
23 |
|
|
|
|
|
23 |
|
||||
Total Senior Whole Loans by Type |
|
374 |
|
98 |
|
11 |
|
483 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
B-Note/Mezz Whole Loans |
|
|
|
|
|
|
|
|
|
||||
Office |
|
37 |
|
233 |
|
|
|
270 |
|
||||
Hotel |
|
8 |
|
34 |
|
11 |
|
54 |
|
||||
Multi-family |
|
60 |
|
82 |
|
|
|
143 |
|
||||
Mixed-use |
|
|
|
91 |
|
|
|
91 |
|
||||
Retail |
|
15 |
|
|
|
|
|
15 |
|
||||
Condominium |
|
47 |
|
|
|
|
|
47 |
|
||||
Land |
|
39 |
|
|
|
|
|
39 |
|
||||
Total B-Notes/Mezz Whole Loans by Type |
|
207 |
|
441 |
|
11 |
|
659 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Corporate Loans |
|
|
|
|
|
|
|
|
|
||||
Industrial |
|
19 |
|
|
|
|
|
19 |
|
||||
Multi-family |
|
101 |
|
|
|
|
|
101 |
|
||||
Total Corporate Loans by Type |
|
121 |
|
|
|
|
|
121 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Seller Financed Loans |
|
|
|
|
|
|
|
|
|
||||
Office |
|
108 |
|
|
|
|
|
108 |
|
||||
Hotel |
|
29 |
|
|
|
|
|
29 |
|
||||
Multi-family |
|
132 |
|
|
|
|
|
132 |
|
||||
Other |
|
19 |
|
|
|
|
|
19 |
|
||||
Total Seller Financed Loans by Type |
|
288 |
|
|
|
|
|
288 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
NPLs(2) |
|
|
|
|
|
|
|
|
|
||||
Residential |
|
|
|
|
|
54 |
|
54 |
|
||||
Other |
|
|
|
|
|
2 |
|
2 |
|
||||
Total NPLs by Type |
|
|
|
|
|
56 |
|
56 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Equity |
|
|
|
|
|
|
|
|
|
||||
Office |
|
1 |
|
42 |
|
71 |
|
114 |
|
||||
Industrial |
|
6 |
|
3 |
|
|
|
9 |
|
||||
Hotel |
|
34 |
|
|
|
19 |
|
53 |
|
||||
Multi-family |
|
4 |
|
|
|
15 |
|
19 |
|
||||
Retail |
|
3 |
|
11 |
|
1 |
|
15 |
|
||||
Mixed-use |
|
|
|
90 |
|
|
|
90 |
|
||||
Condominium |
|
12 |
|
1 |
|
|
|
13 |
|
||||
Land |
|
43 |
|
|
|
10 |
|
53 |
|
||||
Other |
|
45 |
|
31 |
|
4 |
|
81 |
|
||||
Total Equity by Type |
|
148 |
|
178 |
|
120 |
|
446 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Real Estate Owned |
|
|
|
|
|
|
|
|
|
||||
Office |
|
36 |
|
|
|
|
|
36 |
|
||||
Industrial |
|
4 |
|
|
|
|
|
4 |
|
||||
Hotel |
|
32 |
|
|
|
|
|
32 |
|
||||
Multi-family |
|
83 |
|
|
|
|
|
83 |
|
||||
Condominium |
|
174 |
|
|
|
|
|
174 |
|
||||
Land |
|
101 |
|
|
|
11 |
|
112 |
|
||||
Other |
|
21 |
|
|
|
|
|
21 |
|
||||
Total Real Estate Owned by Type |
|
451 |
|
|
|
11 |
|
462 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
40 |
|
|
|
35 |
|
75 |
|
||||
Total Commercial Real Estate |
|
$ |
1,628 |
|
$ |
718 |
|
$ |
244 |
|
$ |
2,590 |
|
Notes:
(1) This schedule reflects unencumbered assets that are included on the Balance Sheet. Pledged assets are presented separately on the schedule of Pledged Inventory. Refer to the accompanying Notes to the Balance Sheet for further discussion on valuation and additional disclosures.
(2) NPLs are loans purchased as non-performing loans.
LEHMAN BROTHERS HOLDINGS INC. and Other Debtors and Other Controlled Entities
Loan Portfolio (Funded and Unencumbered) Summary by Rating(1)
As of December 31, 2009
(Unaudited)
$ in millions
|
|
Debtor Entities |
|
|
|
|
|
|
|
|
|
||||||||||||
Ratings |
|
Lehman |
|
Lehman |
|
Lehman |
|
Lehman |
|
Non-Debtor |
|
|
Total LBHI- |
|
|
% of Total |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
Notional |
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
High Grade |
|
$ |
|
|
$ |
|
|
$ |
1 |
|
$ |
1,055 |
|
$ |
|
|
|
$ |
1,056 |
|
|
43 |
% |
High Yield |
|
88 |
|
9 |
|
|
|
1,144 |
|
31 |
|
|
1,272 |
|
|
51 |
% |
||||||
Non-Rated(4)(5) |
|
1 |
|
|
|
|
|
30 |
|
120 |
|
|
151 |
|
|
6 |
% |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
$ |
89 |
|
$ |
9 |
|
$ |
1 |
|
$ |
2,229 |
|
$ |
151 |
|
|
$ |
2,479 |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
Fair Value(3) |
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
High Grade |
|
$ |
1 |
|
$ |
|
|
$ |
|
|
$ |
876 |
|
$ |
|
|
|
$ |
877 |
|
|
44 |
% |
High Yield |
|
64 |
|
2 |
|
|
|
844 |
|
28 |
|
|
938 |
|
|
48 |
% |
||||||
Non-Rated(4)(5) |
|
1 |
|
|
|
|
|
35 |
|
120 |
|
|
156 |
|
|
8 |
% |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
$ |
66 |
|
$ |
2 |
|
$ |
|
|
$ |
1,755 |
|
$ |
148 |
|
|
$ |
1,971 |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
(1) This schedule reflects unencumbered assets that are included on the Balance Sheet. Pledged assets are presented separately on the schedule of Pledged Inventory. Refer to the accompanying Notes to the Balance Sheet for further discussion on valuation and additional disclosures.
(2) High Grade (investment grade) or High Yield (non-investment grade) categorizations are based on internal ratings and may not be equivalent to external credit assessments by major independent credit rating agencies.
(3) Loans are reported at Fair Value as defined in the accompanying Notes to the Balance Sheet.
(4) Non-Rated assets primarily consist of (i) non-performing loan portfolios in Asia and South America with a Notional value of approximately $1.9 billion, which are included at fair value of approximately $120 million in both Notional and Fair Value in the table above and (ii) trade claims which have a Notional value of approximately $2.0 billion and are included at fair value of approximately $26 million in both Notional and Fair Value in the table above.
(5) Certain special purpose vehicle (SPV) bonds that were formerly included in the Non-Rated category in previously filed MORs, are now rated internally. These bonds were issued by third-party SPVs, and represent about $812 million on a notional basis, and $708 million on a fair value basis.
LEHMAN BROTHERS HOLDINGS INC. and Other Debtors and Other Controlled Entities
Private Equity / Principal Investments Owned and Unencumbered by Legal Entity and Product Type(1)
As of December 31, 2009
(Unaudited)
$ in millions |
|
Private Equity |
|
Direct |
|
GP/LP |
|
Asia |
|
Seed Capital |
|
|
Totals |
|
||||||
By Legal Entity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Debtors: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lehman Brothers Holdings Inc. |
|
$ |
10 |
|
$ |
400 |
|
$ |
444 |
|
$ |
|
|
$ |
18 |
|
|
$ |
872 |
|
Lehman Commercial Paper Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Debtors |
|
10 |
|
400 |
|
444 |
|
|
|
18 |
|
|
872 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Non-Debtors(2) |
|
758 |
|
2,640 |
|
2,241 |
|
465 |
|
261 |
|
|
6,366 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
$ |
768 |
|
$ |
3,040 |
|
$ |
2,685 |
|
$ |
465 |
|
$ |
280 |
|
|
$ |
7,238 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
By Product Type |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Private Equity / Leveraged Buy Outs (LBOs) |
|
$ |
228 |
|
$ |
2,389 |
|
$ |
468 |
|
$ |
342 |
|
$ |
|
|
|
$ |
3,428 |
|
Venture Capital |
|
85 |
|
60 |
|
14 |
|
|
|
|
|
|
159 |
|
||||||
Fixed Income |
|
101 |
|
420 |
|
142 |
|
23 |
|
|
|
|
685 |
|
||||||
Real Estate Funds |
|
287 |
|
1 |
|
1 |
|
|
|
|
|
|
289 |
|
||||||
Hedge Funds |
|
|
|
|
|
2,057 |
|
|
|
243 |
|
|
2,299 |
|
||||||
Other(4) |
|
67 |
|
170 |
|
3 |
|
101 |
|
37 |
|
|
378 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
$ |
768 |
|
$ |
3,040 |
|
$ |
2,685 |
|
$ |
465 |
|
$ |
280 |
|
|
$ |
7,238 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
(1) This schedule reflects unencumbered assets that are included on the Balance Sheet. Pledged assets are presented separately on the schedule of Pledged Inventory. Private Equity / Principal Investments are reported at values as of September 30, 2009, updated with activity through December 31, 2009. Refer to the accompanying Notes to the Balance Sheet for further discussion on valuation and additional disclosures.
(2) Non-Debtors balance in Direct Investments includes $1,017 million recorded for preferred and common equity interests in Neuberger Berman as of December 31, 2009. See Notes to the Balance Sheet for further discussion on the Neuberger Berman transaction.
(3) Represents Limited Partner (LP) interests in investment funds and General Partner ownership interests in Fund Sponsors.
(4) Other includes foreign and domestic publicly traded equities, and other principal or private equity investments.
LEHMAN BROTHERS HOLDINGS INC. and Other Debtors and Other Controlled Entities
Derivatives Assets and Liabilities(1)
As of December 31, 2009
(Unaudited)
$ in millions |
|
Lehman Brothers |
|
Lehman Brothers |
|
Lehman Brothers |
|
Lehman Brothers |
|
Lehman Brothers |
|
Lehman Brothers |
|
Lehman Brothers |
|
Lehman |
|
Non-Debtor |
|
|
Totals |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets - Receivables, Net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Open ($) |
|
$ |
|
|
$ |
1,157 |
|
$ |
14 |
|
$ |
|
|
$ |
104 |
|
$ |
19 |
|
$ |
9 |
|
$ |
|
|
$ |
|
|
|
$ |
1,303 |
|
Termed / Matured ($) |
|
|
|
3,099 |
|
357 |
|
134 |
|
114 |
|
50 |
|
10 |
|
106 |
|
411 |
|
|
4,282 |
|
||||||||||
Total |
|
|
|
4,256 |
|
371 |
|
134 |
|
218 |
|
69 |
|
19 |
|
106 |
|
411 |
|
|
5,585 |
|
||||||||||
Other Derivative Related Assets(2) |
|
|
|
209 |
|
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
235 |
|
||||||||||
Total Derivatives and Related Assets |
|
$ |
|
|
$ |
4,465 |
|
$ |
397 |
|
$ |
134 |
|
$ |
218 |
|
$ |
69 |
|
$ |
19 |
|
$ |
106 |
|
$ |
411 |
|
|
$ |
5,820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
# of Contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Open (# of contracts) |
|
|
|
437 |
|
11 |
|
|
|
14 |
|
5 |
|
1 |
|
|
|
|
|
|
468 |
|
||||||||||
Termed / Matured (# of contracts) |
|
2 |
|
1,804 |
|
200 |
|
342 |
|
51 |
|
42 |
|
27 |
|
23 |
|
6 |
|
|
2,497 |
|
||||||||||
Total |
|
2 |
|
2,241 |
|
211 |
|
342 |
|
65 |
|
47 |
|
28 |
|
23 |
|
6 |
|
|
2,965 |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities - Payables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Open ($) |
|
$ |
|
|
$ |
(659 |
) |
$ |
(19 |
) |
$ |
(136 |
) |
$ |
(232 |
) |
$ |
(1 |
) |
$ |
(0 |
) |
|
|
$ |
|
|
|
$ |
(1,046 |
) |
|
Termed / Matured ($) |
|
|
|
(9,027 |
) |
(2,066 |
) |
(632 |
) |
(450 |
) |
(73 |
) |
(74 |
) |
(73 |
) |
|
|
|
(12,396 |
) |
||||||||||
Total |
|
$ |
|
|
$ |
(9,686 |
) |
$ |
(2,085 |
) |
$ |
(768 |
) |
$ |
(682 |
) |
$ |
(74 |
) |
$ |
(74 |
) |
$ |
(73 |
) |
$ |
|
|
|
$ |
(13,442 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
# of Contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Open (# of contracts) |
|
|
|
391 |
|
30 |
|
66 |
|
36 |
|
2 |
|
5 |
|
|
|
|
|
|
530 |
|
||||||||||
Termed / Matured (# of contracts) |
|
|
|
1,372 |
|
154 |
|
60 |
|
75 |
|
5 |
|
33 |
|
2 |
|
|
|
|
1,701 |
|
||||||||||
Total |
|
|
|
1,763 |
|
184 |
|
126 |
|
111 |
|
7 |
|
38 |
|
2 |
|
|
|
|
2,231 |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
(1) Refer to the accompanying Notes to the Balance Sheet for further discussion regarding derivative amounts recorded.
(2) Amounts represent assets being managed by the LBHI Derivative Asset team that are not related to open or termed contracts. Amounts primarily include returned customer collateral, physical commodity positions, and shares of hedge funds.
LEHMAN BROTHERS HOLDINGS INC. and Other Debtors and Other Controlled Entities
Pledged Inventory - By Asset Group and Legal Entity(1)
As of December 31, 2009
(Unaudited)
|
|
DEBTOR ENTITIES |
|
|
|
|
|
|
|
|
|||||||||||||||
$ in millions |
|
Lehman |
|
Lehman |
|
Lux Residential |
|
Lehman Brothers |
|
|
Total Debtor |
|
|
Non-Debtor |
|
|
Total LBHI |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Pledged Inventory |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Real Estate - Commercial: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Securitization Instruments(2) |
|
$ |
1,026 |
|
$ |
375 |
|
$ |
|
|
$ |
|
|
|
$ |
1,401 |
|
|
$ |
|
|
|
$ |
1,401 |
|
Whole loans - Senior |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
North America |
|
|
|
50 |
|
|
|
|
|
|
50 |
|
|
317 |
|
|
367 |
|
|||||||
Europe |
|
|
|
|
|
|
|
|
|
|
|
|
|
98 |
|
|
98 |
|
|||||||
Asia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
U.S. Corporate Loans |
|
|
|
|
|
137 |
|
|
|
|
137 |
|
|
|
|
|
137 |
|
|||||||
Total Real Estate Pledged |
|
1,026 |
|
425 |
|
137 |
|
|
|
|
1,588 |
|
|
416 |
|
|
2,004 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Securitization Instruments(2) |
|
1,075 |
|
101 |
|
|
|
|
|
|
1,176 |
|
|
|
|
|
1,176 |
|
|||||||
U.S. and U.K. Corporate Loans |
|
146 |
|
|
|
|
|
|
|
|
146 |
|
|
160 |
|
|
306 |
|
|||||||
Total Loans Pledged |
|
1,221 |
|
101 |
|
|
|
|
|
|
1,322 |
|
|
160 |
|
|
1,482 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Private Equity / Principal Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Securitization Instruments(2) |
|
272 |
|
350 |
|
|
|
|
|
|
622 |
|
|
|
|
|
622 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Derivative Receivables |
|
|
|
|
|
|
|
422 |
|
|
422 |
|
|
|
|
|
422 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Pledged |
|
$ |
2,519 |
|
$ |
876 |
|
$ |
137 |
|
$ |
422 |
|
|
$ |
3,954 |
|
|
$ |
576 |
|
|
$ |
4,529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allocation of Pledged Inventory by Counterparty Type |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Clearing Banks and Collateralized Lenders (2) |
|
$ |
2,519 |
|
$ |
826 |
|
$ |
|
|
$ |
|
|
|
$ |
3,345 |
|
|
$ |
576 |
|
|
$ |
3,920 |
|
Other Third Parties |
|
|
|
|
|
|
|
422 |
|
|
422 |
|
|
|
|
|
422 |
|
|||||||
LBHI Controlled Affiliates: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Aurora Bank FSB |
|
|
|
50 |
|
69 |
|
|
|
|
119 |
|
|
|
|
|
119 |
|
|||||||
Woodlands Commercial Bank |
|
|
|
|
|
69 |
|
|
|
|
69 |
|
|
|
|
|
69 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Pledged |
|
$ |
2,519 |
|
$ |
876 |
|
$ |
137 |
|
$ |
422 |
|
|
$ |
3,954 |
|
|
$ |
576 |
|
|
$ |
4,529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
(1) Schedule presents encumbered assets reported on the Balance Sheet. Refer to the accompanying Notes to the Balance Sheet for further discussion on valuation and additional disclosures.
(2) Represents Senior Notes and subordinated interests held by LBHI and LCPI in Lehman-created securitization vehicles. These instruments were pledged to JPM, but were subsequently released in accordance with the terms of the CDA. Refer to the Notes to the Balance Sheet for further discussion.
LEHMAN BROTHERS HOLDINGS INC. and Other Debtors and Other Controlled Entities
Unfunded Lending and Principal Investments Commitments(1)
As of December 31, 2009
(Unaudited)
|
|
Debtor Entities |
|
|
|
|
|
|||||||||||||||
$ in millions |
|
Lehman |
|
Lehman |
|
Other
Debtor |
|
|
Total
Debtor |
|
|
Non-Debtor |
|
|
Total
LBHI |
|
||||||
Real Estate(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial |
|
$ |
74 |
|
$ |
226 |
|
$ |
|
|
|
$ |
300 |
|
|
$ |
75 |
|
|
$ |
375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loans(2)(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
High Grade |
|
159 |
|
2,703 |
|
1 |
|
|
2,863 |
|
|
|
|
|
2,863 |
|
||||||
High Yield |
|
62 |
|
1,265 |
|
11 |
|
|
1,338 |
|
|
|
|
|
1,338 |
|
||||||
Non-Rated |
|
|
|
127 |
|
|
|
|
127 |
|
|
|
|
|
127 |
|
||||||
Total |
|
221 |
|
4,095 |
|
12 |
|
|
4,328 |
|
|
|
|
|
4,328 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Private Equity / Principal Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Private Equity Platform |
|
|
|
|
|
|
|
|
|
|
|
676 |
|
|
676 |
|
||||||
Direct Investments |
|
|
|
126 |
|
|
|
|
126 |
|
|
73 |
|
|
198 |
|
||||||
GP / LP Investments(4) |
|
111 |
|
|
|
|
|
|
111 |
|
|
683 |
|
|
795 |
|
||||||
Total |
|
111 |
|
126 |
|
|
|
|
237 |
|
|
1,432 |
|
|
1,668 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
$ |
406 |
|
$ |
4,447 |
|
$ |
12 |
|
|
$ |
4,865 |
|
|
$ |
1,507 |
|
|
$ |
6,372 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
(1) |
Schedule presents unfunded (i) lending commitments, or (ii) private equity capital commitments. |
|
|
(2) |
High Grade (investment grade) or High Yield (non-investment grade) categorizations are based on internal ratings and may not be equivalent to external credit assessments by major independent credit rating agencies |
|
|
(3) |
Loan commitments include $0.5 billion, and Real Estate commitments include $42 million, respectively, that have been primarily participated to certain securitization structures. Amounts exclude commitments made by Aurora Bank FSB, Woodlands Commercial Bank and certain other unfunded commitments participated to securitization structures that the Company is not obligated to fund but which had been included in previous MOR filings. |
|
|
(4) |
Represents unfunded commitments related to interests held in General Partnership (GP) and Limited Partnership (LP) investments. |
LEHMAN BROTHERS HOLDINGS INC. and Other Debtors and Other Controlled Entities
Reconciliation of Five-Year Cash Flow Estimates (Gross Receipts) to the Balance Sheet (1)
As of December 31, 2009
(Unaudited)
|
|
DEBTOR ENTITIES |
|
|
|
|
|
|
|
|
|||||||||||||||
$ in millions |
|
Lehman Brothers |
|
Lehman |
|
Lehman Brothers |
|
Other Debtors |
|
|
Total Debtor |
|
|
Non-Debtor |
|
|
Total LBHI |
|
|||||||
Real Estate (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Estimated Undiscounted Gross Receipts from Financial Instruments, per Cash Flow Estimates (5 yrs)(1) |
|
$ |
5,007 |
|
$ |
4,381 |
|
$ |
|
|
$ |
316 |
|
|
$ |
9,705 |
|
|
$ |
2,367 |
|
|
$ |
12,074 |
|
Amounts Included (Not Included) in December 31, 2009 Balance Sheets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
2010 Events(2) |
|
(1,630 |
) |
(1,542 |
) |
|
|
|
|
|
(3,172 |
) |
|
426 |
|
|
(2,746 |
) |
|||||||
Future Cash Investments Made to Preserve Assets(3) |
|
(452 |
) |
(193 |
) |
|
|
(0 |
) |
|
(646 |
) |
|
(420 |
) |
|
(1,065 |
) |
|||||||
Other Reclassifications(4) |
|
(22 |
) |
(45 |
) |
|
|
(14 |
) |
|
(81 |
) |
|
178 |
|
|
97 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjustments for Market, Economic, and Discount Factors (5) |
|
(962 |
) |
(1,195 |
) |
|
|
(161 |
) |
|
(2,318 |
) |
|
(788 |
) |
|
(3,106 |
) |
|||||||
Amounts, per Balance Sheets as of December 31, 2009 |
|
$ |
1,941 |
|
$ |
1,406 |
|
$ |
|
|
$ |
141 |
|
|
$ |
3,488 |
|
|
$ |
1,764 |
|
|
$ |
5,252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Estimated Undiscounted Gross Receipts from Financial Instruments, per Cash Flow Estimates (5 yrs)(1) |
|
$ |
3,450 |
|
$ |
3,580 |
|
$ |
49 |
|
$ |
1 |
|
|
$ |
7,080 |
|
|
$ |
137 |
|
|
$ |
7,217 |
|
Amounts Included (Not Included) in December 31, 2009 Balance Sheets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
2010 Events(2) |
|
(1,986 |
) |
(1,208 |
) |
(9 |
) |
|
|
|
(3,204 |
) |
|
|
|
|
(3,204 |
) |
|||||||
Encumbered assets(9) |
|
146 |
|
|
|
|
|
|
|
|
146 |
|
|
160 |
|
|
306 |
|
|||||||
Other Reclassifications(4) |
|
(239 |
) |
(31 |
) |
(36 |
) |
|
|
|
(306 |
) |
|
43 |
|
|
(263 |
) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjustments for Market, Economic, and Discount Factors (5) |
|
(70 |
) |
(285 |
) |
|
|
|
|
|
(355 |
) |
|
(29 |
) |
|
(384 |
) |
|||||||
Interest - Future Cash Flows |
|
(14 |
) |
(200 |
) |
(2 |
) |
|
|
|
(216 |
) |
|
(3 |
) |
|
(219 |
) |
|||||||
Amounts, per Balance Sheets as of December 31, 2009 |
|
$ |
1,286 |
|
$ |
1,856 |
|
$ |
2 |
|
$ |
1 |
|
|
$ |
3,144 |
|
|
$ |
308 |
|
|
$ |
3,453 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Private Equity / Principal Investments (PE/PI) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Estimated Undiscounted Gross Receipts from Financial Instruments, per Cash Flow Estimates (5 yrs)(1) |
|
$ |
2,616 |
|
$ |
406 |
|
$ |
|
|
$ |
|
|
|
$ |
3,022 |
|
|
$ |
7,085 |
|
|
$ |
10,107 |
|
Amounts Included (Not Included) in December 31, 2009 Balance Sheets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
2010 Events(2) |
|
(501 |
) |
|
|
|
|
|
|
|
(501 |
) |
|
|
|
|
(501 |
) |
|||||||
Future Cash Investments Made to Preserve Assets(3) |
|
(32 |
) |
|
|
|
|
|
|
|
(32 |
) |
|
(443 |
) |
|
(474 |
) |
|||||||
Other Reclassifications(6) |
|
(676 |
) |
|
|
|
|
|
|
|
(676 |
) |
|
1,693 |
|
|
1,017 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjustments for Market, Economic, and Discount Factors (5) |
|
(173 |
) |
(52 |
) |
|
|
|
|
|
(225 |
) |
|
(1,732 |
) |
|
(1,957 |
) |
|||||||
Interest - Future Cash Flows |
|
(32 |
) |
(5 |
) |
|
|
|
|
|
(37 |
) |
|
(173 |
) |
|
(210 |
) |
|||||||
Other |
|
(59 |
) |
|
|
|
|
|
|
|
(59 |
) |
|
(64 |
) |
|
(123 |
) |
|||||||
Amounts, per Balance Sheets as of December 31, 2009 |
|
$ |
1,143 |
|
$ |
350 |
|
$ |
|
|
$ |
|
|
|
$ |
1,493 |
|
|
$ |
6,366 |
|
|
$ |
7,859 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Estimated Undiscounted Gross Receipts from Financial Instruments, per Cash Flow Estimates (5 yrs)(1) |
|
$ |
|
|
$ |
106 |
|
$ |
4,673 |
|
$ |
863 |
|
|
$ |
5,642 |
|
|
$ |
6 |
|
|
$ |
5,648 |
|
Amounts Included (Not Included) in December 31, 2009 Balance Sheets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Future Cash Investments Made to Preserve Assets(3) |
|
|
|
|
|
(250 |
) |
|
|
|
(250 |
) |
|
|
|
|
(250 |
) |
|||||||
Encumbered assets(9) |
|
|
|
|
|
422 |
|
|
|
|
422 |
|
|
|
|
|
422 |
|
|||||||
Other Reclassifications(4) |
|
|
|
|
|
(380 |
) |
(25 |
) |
|
(405 |
) |
|
405 |
|
|
|
|
|||||||
Amounts, per Balance Sheets as of December 31, 2009 |
|
$ |
|
|
$ |
106 |
|
$ |
4,465 |
|
$ |
838 |
|
|
$ |
5,409 |
|
|
$ |
411 |
|
|
$ |
5,820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Other(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Estimated Undiscounted Gross Receipts per Cash Flow Estimates (5 yrs)(1) |
|
$ |
3,469 |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
$ |
3,469 |
|
|
$ |
|
|
|
$ |
3,470 |
|
Adjustments for Market, Economic, and Discount Factors (5) |
|
(1,190 |
) |
|
|
|
|
|
|
|
(1,190 |
) |
|
|
|
|
(1,190 |
) |
|||||||
Other Reclassifications(7) |
|
(2,279 |
) |
|
|
|
|
|
|
|
(2,279 |
) |
|
1,262 |
|
|
(1,017 |
) |
|||||||
Amounts, per Balance Sheets as of December 31, 2009 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1,262 |
|
|
$ |
1,262 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LEHMAN BROTHERS HOLDINGS INC. and Other Debtors and Other Controlled Entities
Notes to Reconciliation of Five-Year Cash Flow Estimates (Gross Receipts) to the Balance Sheets
As of December 31, 2009
(Unaudited)
(1) |
This schedule reconciles the estimated gross receipts disclosed in the Exhibit 7 of the Disclosure Statement entitled Five-Year Cash Flow Estimates (Cash Flow Estimates), to the related amounts reflected in the Balance Sheet as of December 31, 2009. Refer to the Disclosure Statement, its accompanying notes, and the accompanying Notes to the Balance Sheet for further discussion. |
|
|
(2) |
Represents estimated recovery amounts for certain adjustments incorporated into the Cash Flow Estimates for events that occurred post-December 31, 2009. These events primarily include certain collateral received under the CDA, release of certain other collateral resulting from pay down of obligations, loan restructurings, the Bankhaus Settlement, and other. For further discussion regarding these events, refer to the Notes to the Balance Sheet. |
|
|
(3) |
Represents estimated cash disbursements over the five-year period for capital calls, derivative hedges, and other investments made to preserve asset value. |
|
|
(4) |
Primarily includes reclassifications of assets between Debtor and Non-Debtor Entities or between balance sheet classifications. |
|
|
(5) |
Reflects adjustments to the estimated gross cash receipts as presented in the Cash Flow Estimates primarily resulting from assumptions for market and economic factors for certain investments and the discounting effect for future cash flows. |
|
|
(6) |
Represents reclassification of (i) Neuberger Berman into PE/PI inventory as presented on the Balance Sheet, from Other as presented in the Cash Flow Estimates, and (ii) the reclassification of cash flows related to a position held by a Non-Debtor entity, but for which economic benefit reverts to LBHI. |
|
|
(7) |
Other as per the Cash Flow Estimates includes gross undiscounted cash flows related to Neuberger Berman and the Banks. The 12/31/09 balance sheet presents Neuberger Berman in PE/PI inventory, and the book value of Woodlands Commercial Bank and Aurora Bank as of 12/31/09 in Investments in Affiliates - LBHI Controlled Non-Debtor Entities on the books of a Non-Debtor entity. The adjustment from the Cash Flow Estimates to the Balance Sheet for both of these items are included in Adjustments for Market, Economic, and Discount Factors. |
|
|
(8) |
The schedule below provides additional information regarding the Commercial Real Estate portfolio. Valuations for residential real estate assets are primarily based on recent comparable sales activity. |
Commercial Real Estate |
|
|
|
|
|
|
|
|
|
|
|
Category |
|
Weighted |
|
Weighted |
|
Land |
|
31 |
|
28 |
% |
Office |
|
47 |
|
18 |
% |
Hospitality |
|
52 |
|
14 |
% |
Condo / Multifamily |
|
51 |
|
22 |
% |
(9) |
Represents collateral underlying secured borrowings, net of estimated or actual repayments of financing obligations. |
LEHMAN BROTHERS HOLDINGS INC. and Other Debtors and Other Controlled Entities
Intercompany Receivables and Payables(1)(2)(3)
As of December 31, 2009
(Unaudited)
|
|
DEBTOR ENTITIES |
|
|
|
|
|
||||||||||||
$ in billions |
|
Lehman |
|
Lehman Brothers |
|
Lehman |
|
Other Debtor |
|
Total Debtor |
|
Total LBHI- |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Receivable from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
LBHI controlled - post petition |
|
$ |
0.8 |
|
$ |
|
|
$ |
0.3 |
|
$ |
0.7 |
|
$ |
1.8 |
|
$ |
2.5 |
|
LBHI controlled debtor entities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lehman Brothers Holdings Inc. |
|
|
|
|
|
4.2 |
|
1.2 |
|
5.3 |
|
26.4 |
|
||||||
Lehman Brothers Special Financing Inc. |
|
20.3 |
|
|
|
0.1 |
|
0.8 |
|
21.2 |
|
22.7 |
|
||||||
Lehman Commercial Paper Inc. |
|
20.8 |
|
0.9 |
|
|
|
0.8 |
|
22.5 |
|
24.6 |
|
||||||
Other Debtor Enitities |
|
4.4 |
|
0.7 |
|
0.4 |
|
|
|
5.5 |
|
6.3 |
|
||||||
|
|
45.6 |
|
1.6 |
|
4.7 |
|
2.8 |
|
54.6 |
|
80.0 |
|
||||||
LBHI controlled - non-debtor entities |
|
41.2 |
|
0.5 |
|
8.9 |
|
0.3 |
|
50.8 |
|
50.8 |
|
||||||
Non-LBHI controlled entities |
|
60.3 |
|
8.6 |
|
0.8 |
|
6.5 |
|
76.1 |
|
91.8 |
|
||||||
Total |
|
$ |
147.9 |
|
$ |
10.7 |
|
$ |
14.6 |
|
$ |
10.2 |
|
$ |
183.4 |
|
$ |
225.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Payable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
LBHI controlled - post petition |
|
$ |
1.2 |
|
$ |
0.1 |
|
$ |
0.1 |
|
$ |
|
|
$ |
1.3 |
|
$ |
2.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
LBHI controlled debtor entities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lehman Brothers Holdings Inc. |
|
$ |
|
|
$ |
20.2 |
|
$ |
21.0 |
|
$ |
4.5 |
|
$ |
45.7 |
|
87.2 |
|
|
Lehman Brothers Special Financing Inc. |
|
|
|
|
|
0.9 |
|
0.7 |
|
1.7 |
|
2.0 |
|
||||||
Lehman Commercial Paper Inc. |
|
4.1 |
|
|
|
|
|
0.4 |
|
4.5 |
|
13.4 |
|
||||||
Other Debtor Enitities |
|
1.2 |
|
0.9 |
|
0.6 |
|
|
|
2.7 |
|
3.5 |
|
||||||
|
|
5.3 |
|
21.1 |
|
22.5 |
|
5.6 |
|
54.6 |
|
106.1 |
|
||||||
LBHI controlled - non-debtor entities |
|
21.1 |
|
1.5 |
|
1.8 |
|
0.8 |
|
25.1 |
|
25.1 |
|
||||||
Non-LBHI controlled entities |
|
51.3 |
|
0.8 |
|
1.4 |
|
2.5 |
|
56.0 |
|
61.0 |
|
||||||
Total (excludes post-petition) |
|
$ |
77.7 |
|
$ |
23.3 |
|
$ |
25.7 |
|
$ |
8.9 |
|
$ |
135.6 |
|
$ |
192.3 |
|
Notes: |
|
(1) |
Certain differences in pre-petition intercompany balances reported in previously filed Monthly Operating Reports have changed due to netting of intercompany financings (except as indicated in footnote 2 below), currency revaluation, and other factors. Certain other differences may exist between pre-petition intercompany balances due to rounding and historically unreconciled differences. All such differences are under review and may result in future adjustments to the Balance Sheet. |
(2) |
Prior to the Chapter 11 cases, certain intercompany financing transactions may have occurred amongst Company entities. For presentation purposes, inventory (not pledged to a third-party financing) collateralizing the financing transaction has, in most cases, not been transferred and continues to be reflected on the balance sheet of the entity receiving the financing, along with the related liability. These transactions are under review. Upon completion of such review, related amounts recorded on the Balance Sheet may require adjustments in future periods. |
(3) |
Does not include amounts recorded in the Balance Sheet as Subrogated Receivables from Affiliates and Third Parties related to the CDA with JPM. Refer to footnotes disclosures for additional information. |
(4) |
Amounts recorded on the respective Balance Sheets are the aggregate of the respective LBHI Debtor entities and Non-Debtor entities remaining under the control of LBHI. |
(5) |
Balances between Non-Debtor entities and other Non-Debtor entities reflect the impact of intercompany eliminations and investments in subsidiaries. |