EXHIBIT 99.1
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
In re: | Chapter 11 Case No. |
Lehman Brothers Holdings Inc., et al., (Lead Debtor) | 08-13555 |
and
| Debtors. |
MONTHLY OPERATING REPORT
BALANCE SHEET AS OF SEPTEMBER 14, 2008
DEBTORS’ ADDRESS: | LEHMAN BROTHERS HOLDINGS INC. |
c/o WILLIAM J. FOX
1271 AVENUE OF THE AMERICAS
45th FLOOR
NEW YORK, NY 10020
DEBTORS’ ATTORNEYS: | WEIL, GOTSHAL & MANGES LLP |
| c/o SHAI WAISMAN |
767 FIFTH AVENUE
| NEW YORK, NY 10153 |
REPORT PREPARER: | LEHMAN BROTHERS HOLDINGS INC., A DEBTOR IN POSSESSION (IN THE SOUTHERN DISTRICT OF NEW YORK) |
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.
By: /s/ William J. Fox | |
| William J. Fox |
Senior Vice President | |
Lehman Brothers Holdings Inc. |
Indicate if this is an amended statement by checking here: | AMENDED STATEMENT ___ |
|
|
LEHMAN BROTHERS HOLDINGS INC., (“LBHI”) AND OTHER DEBTOR SUBSIDIARIES AND LBHI CONTROLLED ENTITIES
SCHEDULE OF DEBTORS
|
|
|
|
The following entities have filed bankruptcy in the Southern District of New York and are included in this Monthly Operating Report: | |||
|
|
|
|
|
|
|
|
Lead Debtor: |
| Case No. | Date Filed |
Lehman Brothers Holdings Inc. |
| 08-13555 | 9/15/2008 |
|
|
|
|
Related Debtors: |
|
|
|
LB 745 LLC |
| 08-13600 | 9/16/2008 |
Lehman Brothers Commodity Services Inc. |
| 08-13885 | 10/3/2008 |
Lehman Brothers Special Financing Inc. |
| 08-13888 | 10/3/2008 |
Lehman Brothers OTC Derivatives Inc. |
| 08-13893 | 10/3/2008 |
Lehman Brothers Derivative Products Inc. |
| 08-13899 | 10/3/2008 |
Lehman Commercial Paper Inc. |
| 08-13900 | 10/5/2008 |
Lehman Brothers Commercial Corporation |
| 08-13901 | 10/5/2008 |
Lehman Brothers Financial Products Inc. |
| 08-13902 | 10/5/2008 |
Fundo de Investimento Multimercado Credito Privado Navigator Investimento |
| 08-13903 | 10/5/2008 |
Lehman Scottish Finance L.P. |
| 08-13904 | 10/5/2008 |
CES Aviation LLC |
| 08-13905 | 10/5/2008 |
CES Aviation V LLC |
| 08-13906 | 10/5/2008 |
CES Aviation IX LLC |
| 08-13907 | 10/5/2008 |
East Dover Limited |
| 08-13908 | 10/5/2008 |
|
|
|
|
The Monthly Operating Report excludes the following entities that have filed bankruptcy in the Southern District of New York: | |||
|
|
|
|
PAMI Statler Arms LLC |
| 08-13664 | 9/23/2008 |
Lehman Brothers Finance SA | 08-13887 | 10/3/2008 | |
Luxembourg Residential Properties Loan Finance S.a.r.l. | 09-10108 | 1/7/2009 | |
BNC Mortgage LLC |
| 09-10137 | 1/9/2009 |
2
LEHMAN BROTHERS HOLDINGS INC. AND OTHER DEBTOR SUBSIDIARIES AND LBHI-CONTROLLED ENTITIES
BASIS OF PRESENTATION
BALANCE SHEET - MONTHLY OPERATING REPORT (“MOR”)
DATED AS OF SEPTEMBER 14, 2008
The information and data included in this report are derived from sources available to Lehman Brothers Holdings Inc. (the “Company”) and its other subsidiaries that have filed proceedings under Chapter 11 of the Bankruptcy Code (collectively, the "Debtors" or the “Estate”). The Debtors’ Chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Rule 101(b) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”). The Debtors have prepared this presentation, as required by the Office of the United States Trustee, based on the information available to the Debtors at this time, but note that such information may be incomplete and may be materially deficient in certain respects. This MOR is not meant to be relied upon as a complete description of the Debtors, their business, condition (financial or otherwise), results of operations, prospects, assets or liabilities. The Debtors reserve all rights to revise this report.
| 1. | This MOR is not prepared in accordance with U.S. generally accepted accounting principles (GAAP). This MOR should be read in conjunction with previously filed financial statements and accompanying notes in the Company’s annual and quarterly reports that are filed with the United States Securities and Exchange Commission. Certain exceptions as listed below are not exhaustive of all non-GAAP compliance: |
| a. | This MOR does not reflect normal quarterly adjustments that are generally recorded by the Company upon review of major accounts prior to the end of each quarterly accounting period. |
| b. | All information is as of September 14, 2008, unless otherwise indicated. |
| c. | Marks for certain financial instruments and other inventory positions reflect the values as recorded on the books of the Debtors as of the close of business on Friday, September 12, 2008. Such marks may not be up to date and were not subjected to the normal review process by the Company. |
| d. | This MOR does not include explanatory footnotes such as disclosures required under GAAP. |
| e. | This MOR is not presented in a GAAP-based SEC reporting format. |
| f. | Certain items presented in this MOR are under research and may be accounted for differently in future monthly reports. |
| g. | The Short-term and Long-term Borrowings of the Debtors are reflected at notional value. Deferred issuance costs, unamortized discount and the fair value adjustments under Statement of Financial Accounting Standards (“SFAS”) No. 159 previously recorded by the Debtors prior to the bankruptcy filings were adjusted to eliminate such amounts. |
| h. | The amount of deferred tax assets previously recorded by the Debtors prior to the bankruptcy filings has been written off. |
| i. | The cash bonus accrual previously recorded by the Debtors prior to the bankruptcy filings has been written off. In connection with the sale of the U.S. broker dealer operations and certain other operations by Lehman Brothers Inc., approximately 9,000 employees were offered positions by the purchaser and the purchaser assumed the obligation of the bonus payments to such employees. Stockholders’ equity has been adjusted to eliminate certain amounts relating to the stock awards plan as there are no expected issuances of stock. |
| j. | The MOR does not reflect the gross-up of securitized financial assets even though such securitized financial assets did not meet the off-balance sheet criteria under SFAS No. 140. The MOR does not include the consolidation of special purpose entities in those cases where a Debtor is the primary beneficiary under Financial Accounting Standards Board Interpretation No. 46R. |
| 2. | This MOR is not audited and will not be subject to audit or review by the Company’s external auditors at any time in the future. |
3
BASIS OF PRESENTATION (CONT’D)
BALANCE SHEET - MONTHLY OPERATING REPORT (“MOR”)
DATED AS OF SEPTEMBER 14, 2008
| 3. | This MOR has not been adjusted to reflect realizable or liquidation values. Material impairment to the values of certain assets, as presented herein, has occurred due to market conditions. Accordingly, future monthly reports may reflect write-down of such assets. |
| 4. | Cash collateral and restricted cash at certain banks are reflected in “Cash and securities restricted, segregated and on deposit”. |
| 5. | The MOR does not reflect any off-balance sheet commitments, contingencies and guarantees made by the Company or other Debtor Subsidiaries prior to the bankruptcy filings. |
| 6. | Each Debtor entity balance sheet column included in the MOR presents the respective entity’s assets and liabilities on a separate company basis. Accordingly, assets and liabilities of any subsidiary of any such entity are reflected as a net asset amount on the line entitled “Investment in consolidated subsidiaries” and therefore assets and liabilities of subsidiaries are not consolidated. |
| 7. | The column entitled “Total LBHI Controlled Entities” represents (for information purposes) the combination of the balance sheets of the Debtor entities and those non-Debtor entities that are directly or indirectly controlled by the Debtors, excluding, among other things, entities under separate proceedings in the U.S. or abroad, including administrations, liquidations, receiverships, and proceedings under the Securities Investors Protection Act. |
| 8. | The following Debtors have not been included as Debtors in this MOR Report: |
| a. | PAMI Statler Arms LLC (“PAMI”) – Books and records for PAMI are maintained separately and not in a manner similar to the majority of the Company’s subsidiaries. The books and records for PAMI are not yet finalized for the September 14, 2008 reporting period. Total assets for PAMI were approximately $20 million as of September 14, 2008. |
| b. | Lehman Brothers Finance SA (“LBF”) – subsequent to its bankruptcy filing on October 3, 2008, LBF became subject to an insolvency proceeding in Switzerland. |
| c. | Luxembourg Residential Properties Loan Finance S.a.r.l. – petition filed on January 7, 2009 |
| d. | BNC Mortgage LLC- petition filed on January 9, 2009 |
4
LEHMAN BROTHERS HOLDINGS INC. and Other Debtor Subsidiaries and LBHI Controlled Entities
Balance Sheets As of September 14, 2008 | DEBTOR ENTITIES |
|
|
|
|
|
| |||||||||
(Unaudited) | Lehman Brothers Holdings Inc. | Lehman Commercial Paper Inc. | Lehman Brothers Special Financing Inc. | Lehman Brothers Commercial Corporation | Lehman Brothers Financial Products Inc. | Lehman Brothers Derivative Products Inc. | Lehman Brothers OTC Derivatives Inc. | Lehman Brothers Commodity Services Inc. | ||||||||
$ in millions | 08-13555 | 08-13900 | 08-13888 | 08-13901 | 08-13902 | 08-13899 | 08-13893 | 08-13885 | ||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents | $ | 596 | $ | 10 | $ | - | $ | 1 | $ | 1 | $ | 9 | $ | - | $ | 12 |
Cash and securities restricted, segregated and on deposit |
| 9,607 |
| - |
| 225 |
| - |
| - |
| - |
| - |
| - |
Financial instruments and other inventory positions owned: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Governments & agencies, commercial paper, other money market instruments |
| 5,911 |
| 1 |
| 19,182 |
| - |
| 311 |
| 210 |
| - |
| - |
Mortgages, asset-backed securities, real estate held for sale and for use |
| 10,794 |
| 8,748 |
| 386 |
| - |
| - |
| - |
| - |
| - |
Total corporate debt and other |
| 5,391 |
| 1,314 |
| 4,234 |
| - |
| - |
| - |
| 717 |
| 322 |
Total corporate equities |
| 858 |
| 2 |
| 8,725 |
| - |
| - |
| - |
| 811 |
| - |
Derivatives and other contractual agreements |
| 211 |
| - |
| 20,843 |
| 357 |
| 247 |
| 497 |
| 33 |
| 1,827 |
Total financial instruments and other inventory positions owned |
| 23,165 |
| 10,064 |
| 53,369 |
| 357 |
| 558 |
| 707 |
| 1,562 |
| 2,149 |
Collateralized short-term agreements |
| 182 |
| 525 |
| - |
| - |
| - |
| - |
| - |
| 4 |
Receivables |
| 902 |
| 617 |
| 2,418 |
| 18 |
| - |
| 14 |
| 1,184 |
| 404 |
Other assets |
| 2,017 |
| - |
| 111 |
| - |
| 6 |
| 1 |
| - |
| 17 |
Investment in consolidated subsidiaries: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtor subsidiaries |
| 496 |
| 106 |
| 646 |
| - |
| - |
| - |
| - |
| - |
Non-debtor subsidiaries |
| 10,275 |
| 2,184 |
| 6 |
| - |
| - |
| - |
| - |
| 366 |
Non-LBHI controlled subsidiaries(2) |
| 15,681 |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
Total investment in consolidated subsidiaries |
| 26,452 |
| 2,290 |
| 652 |
| - |
| - |
| - |
| - |
| 366 |
Due from subsidiaries and affiliates |
| 146,518 |
| 39,784 |
| 51,663 |
| 1,615 |
| - |
| 3 |
| 1,084 |
| 2,268 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Total assets | $ | 209,440 | $ | 53,289 | $ | 108,438 | $ | 1,991 | $ | 565 | $ | 734 | $ | 3,830 | $ | 5,218 |
Liabilities and stockholders’ equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings and current portion of long-term borrowings | $ | 19,444 | $ | 3,038 | $ | 225 | $ | - | $ | - | $ | - | $ | 487 |
| $- |
Financial instruments and other inventory positions sold but not yet purchased: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Governments & agencies, commercial paper, other money market instruments |
| - |
| 2 |
| 16,237 |
| - |
| - |
| - |
| 1 |
| - |
Total corporate equities, corporate debt, and other |
| - |
| 21 |
| 4,530 |
| 54 |
| - |
| - |
| 1,049 |
| - |
Derivatives and other contractual agreements |
| 242 |
| 612 |
| 7,388 |
| 10 |
| 38 |
| 71 |
| 759 |
| 1,609 |
Total financial instruments and other inventory positions sold but not yet purchased |
| 242 |
| 635 |
| 28,155 |
| 64 |
| 38 |
| 71 |
| 1,810 |
| 1,609 |
Collateralized financings |
| 402 |
| 8,933 |
| 104 |
| - |
| - |
| - |
| - |
| - |
Payables |
| 784 |
| 81 |
| 2,555 |
| 177 |
| 25 |
| 33 |
| 415 |
| 36 |
Deposits at banks |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
Due to affiliates and subsidiaries |
| 88,163 |
| 41,463 |
| 74,104 |
| 1,444 |
| 214 |
| 432 |
| 808 |
| 2,636 |
Long-term borrowings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior notes |
| 64,829 |
| - |
| - |
| - |
| - |
| - |
| - |
| 640 |
Subordinated notes |
| 15,254 |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
Total long-term borrowings |
| 80,083 |
| - |
| - |
| - |
| - |
| - |
| - |
| 640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
| 189,118 |
| 54,150 |
| 105,143 |
| 1,685 |
| 277 |
| 536 |
| 3,521 |
| 4,922 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock |
| 8,993 |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
Common stock and additional paid-in capital |
| 9,346 |
| 2,031 |
| 350 |
| 11 |
| 250 |
| 175 |
| 100 |
| 31 |
Retained earnings and other stockholders' equity, net |
| 1,983 |
| (2,892) |
| 2,945 |
| 295 |
| 39 |
| 23 |
| 209 |
| 265 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total common stockholders’ equity |
| 11,329 |
| (861) |
| 3,295 |
| 307 |
| 289 |
| 198 |
| 309 |
| 296 |
Total stockholders’ equity |
| 20,322 |
| (861) |
| 3,295 |
| 307 |
| 289 |
| 198 |
| 309 |
| 296 |
Total liabilities and stockholders’ equity | $ | 209,440 | $ | 53,289 | $ | 108,438 | $ | 1,991 | $ | 565 | $ | 734 | $ | 3,830 | $ | 5,218 |
Totals may not foot due to rounding. |
|
|
|
|
|
|
|
(1) Balances do not reflect the impact of intercompany eliminations or investments in subsidiaries. |
|
|
|
|
|
|
|
(2) Represents entities that are not directly or indirectly under the control of LBHI. | B-1 |
LEHMAN BROTHERS HOLDINGS INC. and Other Debtor Subsidiaries and LBHI Controlled Entities
Balance Sheets As of September 14, 2008 | DEBTOR ENTITIES (CONT'D) |
|
|
|
|
| |||||||||||||
(Unaudited) | Fundo de Investimento Multimercado Credito Privado Navigator Investimento | Lehman Scottish Finance L.P. | LB 745 LLC | CES Aviation LLC | CES Aviation V LLC | CES Aviation IX LLC | East Dover Limited | Total Debtor Entities(1) |
| Total LBHI Controlled Entities(1) | |||||||||
$ in millions | 08-13903 | 08-13904 | 08-13600 | 08-13905 | 08-13906 | 08-13907 | 08-13908 |
|
|
| |||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents | $ | 14 | $ | 2 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 646 |
| $ | 3,726 |
Cash and securities restricted, segregated and on deposit |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| 9,832 |
|
| 9,963 |
Financial instruments and other inventory positions owned: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Governments & agencies, commercial paper, other money market instruments |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| 25,615 |
|
| 31,233 |
Mortgages, asset-backed securities, real estate held for sale and for use |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| 19,928 |
|
| 32,577 |
Total corporate debt and other |
| 27 |
| - |
| - |
| - |
| - |
| - |
| - |
| 12,004 |
|
| 22,818 |
Total corporate equities |
| 33 |
| - |
| - |
| - |
| - |
| - |
| - |
| 10,428 |
|
| 22,720 |
Derivatives and other contractual agreements |
| 8 |
| - |
| - |
| - |
| - |
| - |
| - |
| 24,024 |
|
| 26,050 |
Total financial instruments and other inventory positions owned |
| 67 |
| - |
| - |
| - |
| - |
| - |
| - |
| 91,999 |
|
| 135,398 |
Collateralized short-term agreements |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| 711 |
|
| 4,695 |
Receivables |
| - |
| 49 |
| - |
| - |
| - |
| - |
| - |
| 5,607 |
|
| 8,272 |
Other assets |
| - |
| - |
| 572 |
| 21 |
| 4 |
| 8 |
| - |
| 2,756 |
|
| 9,571 |
Investment in consolidated subsidiaries: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtor subsidiaries |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| 1,248 |
|
| 1,293 |
Non-debtor subsidiaries |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| 12,830 |
|
| 25,392 |
Non-LBHI controlled subsidiaries(2) |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| 15,681 |
|
| 34,309 |
Total investment in consolidated subsidiaries |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| 29,759 |
|
| 60,994 |
Due from subsidiaries and affiliates |
| 380 |
| - |
| 196 |
| - |
| - |
| - |
| 109 |
| 243,620 |
|
| 393,620 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets | $ | 462 | $ | 50 |
| $ 768 | $ | 22 | $ | 4 | $ | 8 | $ | 109 | $ | 384,929 |
| $ | 626,240 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders’ equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings and current portion of long-term borrowings | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 23,194 |
| $ | 23,686 |
Financial instruments and other inventory positions sold but not yet purchased: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Governments & agencies, commercial paper, other money market instruments |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| 16,240 |
|
| 16,250 |
Total corporate equities, corporate debt, and other |
| - |
| 1 |
| - |
| - |
| - |
| - |
| - |
| 5,656 |
|
| 5,713 |
Derivatives and other contractual agreements |
| 5 |
| - |
| - |
| - |
| - |
| - |
| - |
| 10,735 |
|
| 12,094 |
Total financial instruments and other inventory positions sold but not yet purchased |
| 5 |
| 1 |
| - |
| - |
| - |
| - |
| - |
| 32,631 |
|
| 34,057 |
Collateralized financings |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| 9,439 |
|
| 10,339 |
Payables |
| - |
| - |
| 4 |
| - |
| - |
| - |
| - |
| 4,109 |
|
| 10,623 |
Deposits at banks |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
|
| 12,401 |
Due to affiliates and subsidiaries |
| - |
| - |
| 703 |
| 22 |
| 8 |
| 9 |
| 4 |
| 210,010 |
|
| 387,545 |
Long-term borrowings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
Senior notes |
| - |
|
|
| - |
| - |
|
|
| - |
| - |
| 65,469 |
|
| 66,491 |
Subordinated notes |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| 15,254 |
|
| 15,254 |
Total long-term borrowings |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| 80,723 |
|
| 81,745 |
|
|
|
| - |
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
Total liabilities |
| 5 |
| 1 |
| 706 |
| 22 |
| 8 |
| 9 |
| 4 |
| 360,107 |
|
| 560,396 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| 8,993 |
|
| 13,077 |
Common stock and additional paid-in capital |
| 410 |
| 50 |
| - |
| 7 |
| - |
| - |
| 76 |
| 12,838 |
|
| 47,431 |
Retained earnings and other stockholders' equity, net |
| 46 |
| (1) |
| 61 |
| (7) |
| (4) |
| (1) |
| 30 |
| 2,992 |
|
| 5,337 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total common stockholders’ equity |
| 456 |
| 49 |
| 61 |
| (0) |
| (4) |
| (1) |
| 106 |
| 15,830 |
|
| 52,768 |
Total stockholders’ equity |
| 456 |
| 49 |
| 61 |
| (0) |
| (4) |
| (1) |
| 106 |
| 24,822 |
|
| 65,845 |
Total liabilities and stockholders’ equity | $ | 462 | $ | 50 | $ | 768 | $ | 22 | $ | 4 | $ | 8 | $ | 109 | $ | 384,929 | $ | 626,240 |
Totals may not foot due to rounding. |
|
|
|
|
|
|
|
(1) Balances do not reflect the impact of intercompany eliminations or investments in subsidiaries. |
|
|
|
|
|
|
|
(2) Represents entities that are not directly or indirectly under the control of LBHI. | B-2 |
LEHMAN BROTHERS HOLDINGS INC., (“LBHI”), AND OTHER DEBTOR SUBSIDIARIES
BASIS OF PRESENTATION
SCHEDULES OF CASH RECEIPTS AND DISBURSEMENTS
DATED FROM FILING DATE TO DECEMBER 31, 2008
The information and data included in this report are derived from sources available to Lehman Brothers Holdings Inc. (the “Company”) and its other subsidiaries that have filed proceedings under Chapter 11 of the Bankruptcy Code (collectively, the "Debtors" or the “Estate”). The Debtors’ Chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Rule 101(b) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”). The Debtors have prepared this presentation, as required by the Office of the United States Trustee, based on the information available to the Debtors at this time, but note that such information may be incomplete and may be materially deficient in certain respects. These schedules to the Monthly Operating Report (“MOR”) are not meant to be relied upon as a complete description of the Debtors, their business, condition (financial or otherwise), results of operations, prospects, assets or liabilities. The Debtors reserve all rights to revise this report.
| 1. | These schedules are not prepared in accordance with U.S. generally accepted accounting principles (GAAP). This MOR should be read in conjunction with the financial statements and accompanying notes in the Company’s annual and quarterly reports that were filed with the United States Securities and Exchange Commission. |
| 2. | These schedules are not audited and will not be subject to audit or review by the Company’s external auditors at any time in the future. |
| 3. | The cash flows presented in this report only include activity for bank accounts that are managed and reconciled by the Company’s North American operations. Cash flows related to the Debtors’ bank accounts that were previously managed and reconciled by the Company’s European and Asian operations are excluded from this report. |
| 4. | The Beginning Cash column includes cash in both demand-deposit accounts (DDA) and money-market funds (MMF). |
| 5. | Intercompany transfers between the Company’s entities are listed as disbursements for the paying entity and receipts for the receiving entity. |
| 6. | The following Debtors have not been included in this MOR Report: |
| a. | PAMI Statler Arms LLC (“PAMI”) – Books and records for PAMI are maintained separately and not in a manner similar to the majority of the Company’s subsidiaries. This entity does not maintain a separate cash account. |
| b. | Lehman Brothers Finance SA (“LBF”) – subsequent to its bankruptcy filing on October 3, 2008, LBF became subject to an insolvency proceeding in Switzerland. |
| c. | Luxembourg Residential Properties Loan Finance S.a.r.l. – petition filed on January 7, 2009 |
| d. | BNC Mortgage LLC - petition filed on January 9, 2009 |
C - 1
LEHMAN BROTHERS HOLDINGS INC. and Other Debtor Subsidiaries |
|
|
|
|
|
|
| ||
Schedule of Cash Receipts and Disbursements |
|
|
|
|
|
|
|
|
|
Filing Date to September 30, 2008 |
|
|
|
|
|
|
|
|
|
Americas (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited ($ in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Beginning Cash |
|
|
|
|
| Ending Cash |
Legal Entity | Filing Date |
| (Filing Date) |
| Receipts |
| Disbursements |
| (9/30/08) |
|
|
|
|
|
|
|
|
|
|
Lehman Brothers Holdings Inc. | 9/15/2008 |
| $ 659 |
| $ 922 |
| $ (1,074) |
| $ 507 |
|
|
|
|
|
|
|
|
|
|
LB 745 LLC | 9/16/2008 |
| - |
| 959 |
| - |
| 959 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
| $ 659 |
| $ 1,881 |
| $ (1,074) |
| $ 1,466 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lehman Brothers Special Financing Inc. ("LBSF") | 10/3/2008 |
| Not filed in September |
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
Lehman Brothers Commodity Services Inc. | 10/3/2008 |
| Not filed in September |
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
Lehman Brothers OTC Derivatives Inc | 10/3/2008 |
| Not filed in September |
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
Lehman Commercial Paper Inc. ("LCPI") | 10/5/2008 |
| Not filed in September |
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
Lehman Brothers Commercial Corporation | 10/5/2008 |
| Not filed in September |
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
Lehman Brothers Derivative Products Inc. | 10/5/2008 |
| Not filed in September |
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
Lehman Brothers Financial Products Inc | 10/5/2008 |
| Not filed in September |
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
CES Aviation LLC | 10/5/2008 |
| Not filed in September |
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
CES Aviation V LLC | 10/5/2008 |
| Not filed in September |
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
CES Aviation IX LLC | 10/5/2008 |
| Not filed in September |
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
East Dover Limited | 10/5/2008 |
| Not filed in September |
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
Lehman Scottish Finance L.P. | 10/5/2008 |
| Not filed in September |
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
Fundo de Investimento Credito Privado Navigator | 10/5/2008 |
| Not filed in September |
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Represents cash flows for bank accounts managed and reconciled by the Company's North American operations. |
|
|
C-2
LEHMAN BROTHERS HOLDINGS INC. and Other Debtor Subsidiaries |
|
|
|
|
|
|
|
| ||
Schedule of Cash Receipts and Disbursements |
|
|
|
|
|
|
|
|
|
|
October 1, 2008 - October 31, 2008 |
|
|
|
|
|
|
|
|
|
|
Americas (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited ($ in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
| Beginning Cash |
|
|
|
|
|
|
|
|
|
| (10/01/08 or |
|
|
|
|
| Ending Cash |
|
Legal Entity | Filing Date |
| Filing Date) |
| Receipts |
| Disbursements |
| (10/31/08) |
|
|
|
|
|
|
|
|
|
|
|
|
Lehman Brothers Holdings Inc. | 9/15/2008 |
| $ 507 |
| $ 654 |
| $ (54) |
| $ 1,107 |
|
|
|
|
|
|
|
|
|
|
|
|
LB 745 LLC | 9/16/2008 |
| 959 |
| - |
| (205) |
| 754 | (b) |
|
|
|
|
|
|
|
|
|
|
|
Lehman Brothers Special Financing Inc. ("LBSF") | 10/3/2008 |
| 7 |
| 232 |
| (9) |
| 229 |
|
|
|
|
|
|
|
|
|
|
|
|
Lehman Brothers Commodity Services Inc. | 10/3/2008 |
| 33 |
| 38 |
| - |
| 71 |
|
|
|
|
|
|
|
|
|
|
|
|
Lehman Brothers OTC Derivatives Inc | 10/3/2008 |
| 132 |
| - |
| - |
| 132 |
|
|
|
|
|
|
|
|
|
|
|
|
Lehman Commercial Paper Inc. ("LCPI") | 10/5/2008 |
| 461 |
| 1,026 |
| (819) |
| 668 | (c) |
|
|
|
|
|
|
|
|
|
|
|
Lehman Brothers Commercial Corporation | 10/5/2008 |
| 8 |
| 22 |
| - |
| 30 |
|
|
|
|
|
|
|
|
|
|
|
|
Lehman Brothers Derivative Products Inc. | 10/5/2008 |
| 297 |
| 9 |
| - |
| 306 |
|
|
|
|
|
|
|
|
|
|
|
|
Lehman Brothers Financial Products Inc | 10/5/2008 |
| 319 |
| 2 |
| - |
| 320 |
|
|
|
|
|
|
|
|
|
|
|
|
CES Aviation LLC | 10/5/2008 |
| - |
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
CES Aviation V LLC | 10/5/2008 |
| - |
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
CES Aviation IX LLC | 10/5/2008 |
| - |
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
East Dover Limited | 10/5/2008 |
| - |
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
Lehman Scottish Finance L.P. | 10/5/2008 |
| 2 |
| - |
| - |
| 2 |
|
|
|
|
|
|
|
|
|
|
|
|
Fundo de Investimento Credito Privado Navigator | 10/5/2008 |
| - |
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
| $ 2,724 |
| $ 1,983 |
| $ (1,088) |
| $ 3,619 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Represents cash flows for bank accounts managed and reconciled by the Company's North American operations. |
|
|
| |||||||
(b) Disbursements include $5 million transferred to LBHI and reflected in LBHI's receipts. |
|
|
|
|
|
|
| |||
(c) LCPI has continued to make disbursements as an agent bank passing along principal and interest to loan syndicate partners. |
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
C-3
LEHMAN BROTHERS HOLDINGS INC. and Other Debtor Subsidiaries |
|
|
|
|
|
|
|
| ||
Schedule of Cash Receipts and Disbursements |
|
|
|
|
|
|
|
|
|
|
November 1, 2008 - November 30, 2008 |
|
|
|
|
|
|
|
|
|
|
Americas (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited ($ in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Beginning Cash |
|
|
|
|
| Ending Cash |
|
Legal Entity | Filing Date |
| (11/01/08) |
| Receipts |
| Disbursements |
| (11/30/08) |
|
|
|
|
|
|
|
|
|
|
|
|
Lehman Brothers Holdings Inc. | 9/15/2008 |
| $ 1,107 |
| $ 135 |
| $ (101) |
| $ 1,141 |
|
|
|
|
|
|
|
|
|
|
|
|
LB 745 LLC | 9/16/2008 |
| 754 |
| 111 |
| - |
| 865 |
|
|
|
|
|
|
|
|
|
|
|
|
Lehman Brothers Special Financing Inc. ("LBSF") | 10/3/2008 |
| 229 |
| 253 |
| - |
| 482 |
|
|
|
|
|
|
|
|
|
|
|
|
Lehman Brothers Commodity Services Inc. | 10/3/2008 |
| 71 |
| 104 |
| - |
| 175 |
|
|
|
|
|
|
|
|
|
|
|
|
Lehman Brothers OTC Derivatives Inc | 10/3/2008 |
| 132 |
| - |
| - |
| 132 |
|
|
|
|
|
|
|
|
|
|
|
|
Lehman Commercial Paper Inc. ("LCPI") | 10/5/2008 |
| 668 |
| 458 |
| (397) |
| 730 | (b) |
|
|
|
|
|
|
|
|
|
|
|
Lehman Brothers Commercial Corporation | 10/5/2008 |
| 30 |
| 41 |
| - |
| 71 |
|
|
|
|
|
|
|
|
|
|
|
|
Lehman Brothers Derivative Products Inc. | 10/5/2008 |
| 306 |
| 25 |
| - |
| 331 |
|
|
|
|
|
|
|
|
|
|
|
|
Lehman Brothers Financial Products Inc | 10/5/2008 |
| 320 |
| 100 |
| - |
| 420 |
|
|
|
|
|
|
|
|
|
|
|
|
CES Aviation LLC | 10/5/2008 |
| - |
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
CES Aviation V LLC | 10/5/2008 |
| - |
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
CES Aviation IX LLC | 10/5/2008 |
| - |
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
East Dover Limited | 10/5/2008 |
| - |
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
Lehman Scottish Finance L.P. | 10/5/2008 |
| 2 |
| - |
| - |
| 2 |
|
|
|
|
|
|
|
|
|
|
|
|
Fundo de Investimento Credito Privado Navigator | 10/5/2008 |
| - |
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
| $ 3,619 |
| $ 1,227 |
| $ (498) |
| $ 4,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Represents cash flows for bank accounts managed and reconciled by the Company's North American operations. |
|
|
| |||||||
(b) LCPI has continued to make disbursements as an agent bank passing along principal and interest to loan syndicate partners. |
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
LEHMAN BROTHERS HOLDINGS INC. and Other Debtor Subsidiaries |
|
|
|
|
|
|
|
| ||
Schedule of Cash Receipts and Disbursements |
|
|
|
|
|
|
|
|
|
|
December 1, 2008 - December 31, 2008 |
|
|
|
|
|
|
|
|
|
|
Americas (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited ($ in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Beginning Cash |
|
|
|
|
| Ending Cash |
|
Legal Entity | Filing Date |
| (12/01/08) |
| Receipts |
| Disbursements |
| (12/31/08) |
|
|
|
|
|
|
|
|
|
|
|
|
Lehman Brothers Holdings Inc. | 9/15/2008 |
| $ 1,141 |
| $ 965 |
| $ (135) |
| $ 1,971 |
|
|
|
|
|
|
|
|
|
|
|
|
LB 745 LLC | 9/16/2008 |
| 865 |
| - |
| (865) |
| - | (b) |
|
|
|
|
|
|
|
|
|
|
|
Lehman Brothers Special Financing Inc. ("LBSF") | 10/3/2008 |
| 482 |
| 573 |
| (1) |
| 1,054 |
|
|
|
|
|
|
|
|
|
|
|
|
Lehman Brothers Commodity Services Inc. | 10/3/2008 |
| 175 |
| 37 |
| - |
| 212 |
|
|
|
|
|
|
|
|
|
|
|
|
Lehman Brothers OTC Derivatives Inc | 10/3/2008 |
| 132 |
| - |
| - |
| 132 |
|
|
|
|
|
|
|
|
|
|
|
|
Lehman Commercial Paper Inc. ("LCPI") | 10/5/2008 |
| 730 |
| 1,114 |
| (894) |
| 950 | (c) |
|
|
|
|
|
|
|
|
|
|
|
Lehman Brothers Commercial Corporation | 10/5/2008 |
| 71 |
| 16 |
| - |
| 87 |
|
|
|
|
|
|
|
|
|
|
|
|
Lehman Brothers Derivative Products Inc. | 10/5/2008 |
| 331 |
| 19 |
| - |
| 349 |
|
|
|
|
|
|
|
|
|
|
|
|
Lehamn Brothers Financial Products Inc | 10/5/2008 |
| 420 |
| 36 |
| (26) |
| 429 | (d) |
|
|
|
|
|
|
|
|
|
|
|
CES Aviation LLC | 10/5/2008 |
| - |
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
CES Aviation V LLC | 10/5/2008 |
| - |
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
CES Aviation IX LLC | 10/5/2008 |
| - |
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
East Dover Limited | 10/5/2008 |
| - |
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
Lehman Scottish Finance L.P. | 10/5/2008 |
| 2 |
| - |
| - |
| 2 |
|
|
|
|
|
|
|
|
|
|
|
|
Fundo de Investimento Credito Privado Navigator | 10/5/2008 |
| - |
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
| $ 4,349 |
| $ 2,759 |
| $ (1,921) |
| $ 5,187 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Represents cash flows for bank accounts managed and reconciled by the Company's North American operations. |
|
|
| |||||||
(b) Disbursements reflected here were transferred to LBHI and are reflected in LBHI's receipts. |
|
|
|
|
|
| ||||
(c) LCPI has continued to make disbursements as an agent bank passing along principal and interest to loan syndicate partners. |
|
|
| |||||||
(d) Disbursements reflected here were transferred to LBSF and are reflected in LBSF's receipts. |
|
|
|
|
|
|
C-5