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
MONTHLY OPERATING REPORT
SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS
SCHEDULE OF PROFESSIONAL FEE DISBURSEMENTS
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 |
767 FIFTH AVENUE
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.
| 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 |
Luxembourg Residential Properties Loan Finance S.a.r.l. | 09-10108 | 1/7/2009 |
BNC Mortgage LLC | 09-10137 | 1/9/2009 |
| | | |
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 |
Structured Asset Securities Corporation | 09-10558 | 2/9/2009 |
LB Rose Ranch LLC | 09-10560 | 2/9/2009 |
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LEHMAN BROTHERS HOLDINGS INC., (“LBHI”), AND OTHER DEBTOR SUBSIDIARIES AND LBHI CONTROLLED ENTITIES
BASIS OF PRESENTATION
SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS
DATED FROM JANUARY 1, 2009 TO JANUARY 31, 2009
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 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. | 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. | The cash flows presented in this report only include activity for bank accounts that are managed and reconciled by Lehman North American operations. Cash flows related to the Debtors’ bank accounts that were previously managed and reconciled by Lehman European and Asian operations are excluded from this report. |
| 4. | The Beginning Balances include cash in both demand-deposit accounts (DDA) and money-market funds (MMF). |
| 5. | Intercompany transfers between Lehman entities are listed as disbursements for the paying entity and receipts for the receiving entity. |
| 6. | 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. 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. | Structured Asset Securities Corporation – petition filed February 9, 2009 |
| d. | LB Rose Ranch LLC – petition filed February 9, 2009 |
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LEHMAN BROTHERS HOLDINGS INC. and Other Debtor Subsidiaries
Schedule of Cash Receipts and Disbursements
January 1, 2009 - January 31, 2009
Americas (a)
Unaudited ($ in millions)
| | | Beginning | | | | | | | | | | Ending |
| Filing | | Cash | | | | | | | | FX | | Cash |
Legal Entity | Date | | (1/1/09) | (b) | Receipts | | Transfers | (c) | Disbursements | | Fluctuation | (d) | (1/31/09) |
| | | | | | | | | | | | | |
Lehman Brothers Holdings Inc. | 9/15/2008 | | $ 1,961 | | $ 565 | | $ 596 | | $ (290) | | $(3) | | $ 2,828 |
| | | | | | | | | | | | | |
LB 745 LLC | 9/16/2008 | | - | | - | | - | | - | | - | | - |
| | | | | | | | | | | | | |
Lehman Brothers Special Financing Inc. ("LBSF") | 10/3/2008 | | 1,054 | | 372 | | - | | (4) | (e) | (9) | | 1,413 |
| | | | | | | | | | | | | |
Lehman Brothers Commodity Services Inc. | 10/3/2008 | | 212 | | 297 | | - | | - | | - | | 509 |
| | | | | | | | | | | | | |
Lehman Brothers OTC Derivatives Inc | 10/3/2008 | | 132 | | 1 | | - | | - | | - | | 132 |
| | | | | | | | | | | | | |
Lehman Commercial Paper Inc. ("LCPI") | 10/5/2008 | | 950 | | 555 | | - | | (493) | (f) | - | | 1,011 |
| | | | | | | | | | | | | |
Lehman Brothers Commercial Corporation | 10/5/2008 | | 87 | | 2 | | - | | - | | - | | 89 |
| | | | | | | | | | | | | |
Lehman Brothers Derivative Products Inc. | 10/5/2008 | | 349 | | 1 | | - | | - | | - | | 350 |
| | | | | | | | | | | | | |
Lehman Brothers Financial Products Inc | 10/5/2008 | | 429 | | 1 | | - | | - | | - | | 430 |
| | | | | | | | | | | | | |
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 | | - | | - | | - | | - | | - | | - |
| | | | | | | | | | | | | |
Luxembourg Residential Properties Loan Finance | 1/7/2009 | | - | | - | | - | | - | | - | | - |
| | | | | | | | | | | | | |
BNC Mortgage LLC | 1/9/2009 | | - | | - | | - | | - | | - | | - |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Total | | | $ 5,176 | | $ 1,792 | | $596 | | $(787) | | $(12) | | $ 6,765 |
| | | | | | | | | | | | | |
(a) | Represents cash flows for bank accounts managed and reconciled by Lehman North American operations.Foreign currency cash flows are reflected in USD equivalents. |
(b) | Beginning cash balance restated to reflect a reduction of $10.8 million relating to customer funds rather then LBHI funds. |
(c) | Reflects transfers from bank accounts in Europe to the Americas. |
(d) | Reflects fluctuation in value in foreign currency bank accounts. |
(e) | $4 million returned to counterparty for a mistaken receipt in September. |
(f) | LCPI has continued to make disbursements as an agent bank passing along principal and interest to loan syndicate partners. |
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LEHMAN BROTHERS HOLDINGS INC., (“LBHI”), AND OTHER DEBTOR SUBSIDIARIES AND LBHI CONTROLLED ENTITIES
BASIS OF PRESENTATION
SCHEDULE OF PROFESSIONAL FEE DISBURSEMENTS
DATED FROM FILING DATE TO JANUARY 31, 2009
The information and data included in this Report are derived from internal systems maintained by Lehman Brothers Holdings Inc. (the “Company”). The Company, and its other subsidiaries that have filed proceedings under Chapter 11 of the Bankruptcy Code (collectively, the "Debtors" or the “Estate”), have had their chapter 11 cases 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 Company has prepared this presentation, as required by the Office of the United States Trustee, based on information from the Company’s internal systems, but note that such information may be incomplete in certain respects and the Company reserves all rights to revise this report. 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.
| 1. | This MOR is not prepared in accordance with U.S. generally accepted accounting principles (GAAP). This MOR should be read in conjunction with the financial statements and accompanying notes in the Company’s annual and quarterly reports that were filed with the United States Securities and Exchange Commission. |
| 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. | The professional fee disbursements presented in this report reflect the date of actual cash payments to professional service providers. The Company has incurred additional professional fee expenses during the reporting period that will be reflected in future MORs as cash payments are made to providers. |
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LEHMAN BROTHERS HOLDINGS INC.
Schedule of Professional Fee Disbursements
September 15, 2008 - January 31, 2009
(unaudited)
Retained Professionals | | Sep-08 | | Oct-08 | | Nov-08 | | Dec-08 | | Jan-09 | | Cumulative ¹ |
| | | | | | | | | | | | |
FTI Consulting Inc. | | $ - | | $ - | | $ - | | $ 1,415,355 | | $ - | | $ 1,415,355 |
| | | | | | | | | | | | |
Houlihan Lokey Howard & Zukin Capital Inc. | | - | | - | | - | | 640,846 | | - | | 640,846 |
| | | | | | | | | | | | |
Milbank Tweed Hadley & McCloy LLP | | - | | - | | - | | 4,218,840 | | - | | 4,218,840 |
| | | | | | | | | | | | |
Quinn Emanuel Urquhart Oliver & Hedges LLP | | - | | - | | - | | 1,072,582 | | - | | 1,072,582 |
| | | | | | | | | | | | |
Alvarez & Marsal LLC | | - | | - | | 18,763,954 | | - | | 14,012,373 | | 32,776,327 |
| | | | | | | | | | | | |
Bortstein Legal LLC | | - | | - | | - | | - | | - | | - |
| | | | | | | | | | | | |
Curtis, Mallet-Prevost, Colt & Mosle LLP | | - | | - | | - | | 934,573 | | - | | 934,573 |
| | | | | | | | | | | | |
Epiq Bankruptcy Solutions LLC | | - | | - | | - | | 102,000 | | - | | 102,000 |
| | | | | | | | | | | | |
Ernst & Young LLP | | - | | - | | - | | - | | - | | - |
| | | | | | | | | | | | |
Jones Day | | - | | - | | - | | - | | - | | - |
| | | | | | | | | | | | |
Kelly Matthew Wright | | - | | - | | - | | - | | - | | - |
| | | | | | | | | | | | |
Lazard Freres & Co. | | - | | - | | - | | - | | - | | - |
| | | | | | | | | | | | |
McKee Nelson LLP | | - | | - | | - | | 621,710 | | - | | 621,710 |
| | | | | | | | | | | | |
McKenna Long & Aldridge LLP | | - | | - | | - | | - | | - | | - |
| | | | | | | | | | | | |
Natixis Capital Markets Inc. | | - | | - | | - | | - | | - | | - |
| | | | | | | | | | | | |
Reilly Pozner LLP | | - | | - | | - | | - | | - | | - |
| | | | | | | | | | | | |
Simpson Thacher & Bartlett LLP | | - | | - | | - | | 935,880 | | - | | 935,880 |
| | | | | | | | | | | | |
Weil, Gotshal & Manges LLP | | - | | - | | - | | - | | - | | - |
| | | | | | | | | | | | |
Duff & Phelps LLC | | - | | - | | - | | - | | - | | - |
| | | | | | | | | | | | |
Jenner & Block LLP | | - | | - | | - | | - | | - | | - |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Total Non-OCP Professionals | | - | | - | | 18,763,954 | | 9,941,786 | | 14,012,373 | | 42,718,113 |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Ordinary Course Professionals | | - | | 104,020 | | - | | 168,212 | | 353,240 | | 625,471 |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
US Trustee Quarterly Fees | | - | | - | | - | | 30,650 | | - | | 30,650 |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Total Professional Fees and UST Fees | | $ - | | $ 104,020 | | $18,763,954 | | $10,140,648 | | $14,365,613 | | $43,374,234 |
| | | | | | | | | | | | |
(1) The figures reflected on this chart represent amounts paid in the corresponding month and do not include holdback amounts required by court order. The figures do not include accruals.
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