Lehman Brothers Holdings Inc Plan Trust 8K Regulation FD Disclosure | LEHMQ 20 Jun 11

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK


In re:				Chapter 11 Case No.

Lehman Brothers Holdings Inc., et al.,				08-13555

Debtors.

MONTHLY OPERATING REPORT

MAY 2011

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS

SCHEDULE OF PROFESSIONAL FEE AND EXPENSE DISBURSEMENTS


DEBTORS’ ADDRESS:		LEHMAN BROTHERS HOLDINGS INC.
		c/o WILLIAM J. FOX
		1271 AVENUE OF THE AMERICAS
		35^th FLOOR
		NEW YORK, NY 10020

DEBTORS’ ATTORNEYS:		WEIL, GOTSHAL & MANGES LLP
		c/o HARVEY R. MILLER
		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.


		Lehman Brothers Holdings Inc.

Date: June 20, 2011	By:	/s/ William J. Fox
		William J. Fox
		Executive Vice President

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

TABLE OF CONTENTS


Schedule of Debtors			3

Lehman Brothers Holdings Inc. (“LBHI”) and Other Debtors and Other Controlled Subsidiaries
Basis of Presentation — Schedule of Cash Receipts and Disbursements			4
Schedule of Cash Receipts and Disbursements			5

LBHI
Basis of Presentation – Schedule of Professional Fee and Expense Disbursements			9
Schedule of Professional Fee and Expense Disbursements			10

SCHEDULE OF DEBTORS

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


	Case No.		Date Filed
Lead Debtor:
Lehman Brothers Holdings Inc. (“LBHI”)		08-13555		9/15/2008

Related Debtors:
LB 745 LLC		08-13600		9/16/2008
PAMI Statler Arms LLC(1)		08-13664		9/23/2008
Lehman Brothers Commodity Services Inc. (“LBCS”)		08-13885		10/3/2008
Lehman Brothers Special Financing Inc. (“LBSF”)		08-13888		10/3/2008
Lehman Brothers OTC Derivatives Inc. (“LOTC”)		08-13893		10/3/2008
Lehman Brothers Derivative Products Inc. (“LBDP”)		08-13899		10/5/2008
Lehman Commercial Paper Inc. (“LCPI”)		08-13900		10/5/2008
Lehman Brothers Commercial Corporation (“LBCC”)		08-13901		10/5/2008
Lehman Brothers Financial Products Inc. (“LBFP”)		08-13902		10/5/2008
Lehman Scottish Finance L.P.		08-13904		10/5/2008
CES Aviation LLC		08-13905		10/5/2008
CES Aviation V LLC		08-13906		10/5/2008
CES Aviation IX LLC		08-13907		10/5/2008
East Dover Limited		08-13908		10/5/2008
Luxembourg Residential Properties Loan Finance S.a.r.l		09-10108		1/7/2009
BNC Mortgage LLC		09-10137		1/9/2009
LB Rose Ranch LLC		09-10560		2/9/2009
Structured Asset Securities Corporation		09-10558		2/9/2009
LB 2080 Kalakaua Owners LLC		09-12516		4/23/2009
Merit LLC		09-17331		12/14/2009
LB Somerset LLC		09-17503		12/22/2009
LB Preferred Somerset LLC		09-17505		12/22/2009

(1)

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

The Chapter 11 cases of Fundo de Investimento Multimercado Credito Privado Navigator Investimento No Exterior (Case No: 08-13903) Lehman Brothers Finance SA (Case No: 08-13887) have been dismissed.

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

CONTROLLED ENTITIES

BASIS OF PRESENTATION

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS

MAY 1, 2011 TO MAY 31, 2011

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

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 reports that were filed with the United States Securities and Exchange Commission.

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.

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

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

Beginning and ending cash and investment balances exclude the following:

•

Cash posted as collateral for hedging activity;

•

Cash related to LBHI’s wholly-owned indirect subsidiaries Aurora Bank FSB, Woodlands Commercial Bank, Lehman Brothers Bancorp Inc., LBTC Transfer Inc. (formerly known as Lehman Brothers Trust Company N.A.) and Lehman Brothers Trust Company of Delaware;

•

Cash pledged on or prior to September 15, 2008 by the Company in connection with certain documents executed by the Company and Citigroup Inc. and HSBC Bank PLC, currently recorded at $2 billion and $233 million, respectively; and

•

$500 million which was seized by Bank of America (“BOA”) to offset derivatives claims against the Debtors. On November 16, 2010, the Bankruptcy Court ruled that BOA had no right to set-off these funds and must return the $500 million plus an estimated $95 million in interest to the Company.

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

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

Summary Schedule of Cash Receipts and Disbursements (a)

May 1, 2011 - May 31, 2011

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


		Debtor Entities										Other Controlled Entities (b)										Total Debtors and Other Controlled
		LBHI		LBSF		LCPI		Other		Total		LAMCO		LB1 Grp		PAMI		Other		Total		Entities
Beginning Total Cash and Investments (5/1/11)	(c)	$	2,068	$	8,898	$	4,924	$	3,354	$	19,244	$	34	$	1,256	$	1	$	2,417	$	3,708	$	22,951
Restricted Cash	(d)		(1,582)		(681)		(1,726)		(50)		(4,039)		-		-		-		(74)		(74)		(4,112)

Beginning Free Cash and Investments			485		8,217		3,199		3,305		15,205		34		1,256		1		2,344		3,634		18,839


Sources of Cash

Derivatives			-		359		-		93		452		-		-		-		-		-		452
Loans			34		-		325		-		360		-		32		-		-		32		392
Private Equity / Principal Investing			-		-		11		-		11		-		21		-		59		80		91
Real Estate			41		-		28		-		68		-		-		14		10		24		92
Other			1,624		49		102		2		1,776		-		1		-		-		1		1,776
Asia			-		-		-		-		-		-		-		-		74		74		74
Inter-Company Transfers			76		-		4		-		80		-		-		-		-		-		80

Total Sources of Cash			1,775		407		470		95		2,747		-		54		14		142		210		2,957


Uses of Cash

Non-Operating (Principally Preservation of Assets)
Derivatives			-		(39)		-		-		(39)		-		-		-		-		-		(39)
Loans			-		(1)		(1,198)		-		(1,199)		-		-		-		-		-		(1,199)
Private Equity / Principal Investing			-		-		(104)		-		(104)		-		(2)		-		-		(2)		(106)
Real Estate			(5)		-		(251)		-		(256)		-		-		-		(1)		(1)		(257)
Other			(6)		(65)		(577)		(5)		(653)		-		-		-		-		-		(653)

Operating			(65)		(4)		-		-		(68)		(10)		-		-		(2)		(12)		(80)

Asia			-		-		-		-		-		-		-		-		(11)		(11)		(11)
Inter-Company Transfers			(4)		(1)		-		-		(5)		-		-		(15)		(61)		(76)		(81)

Total Uses of Cash			(79)		(111)		(2,129)		(5)		(2,323)		(10)		(2)		(15)		(74)		(101)		(2,424)


Net Cash Flow			1,696		297		(1,659)		90		424		(10)		52		(1)		68		109		533
FX Fluctuation	(s)		(1)		-		-		-		(1)		-		-		-		(6)		(6)		(7)

Ending Total Cash and Investments	(c)		3,762		9,194		3,266		3,444		19,667		24		1,307		-		2,479		3,810		23,477
Restricted Cash	(d)		(1,661)		(681)		(48)		(52)		(2,442)		-		-		-		(73)		(73)		(2,515)

Ending Free Cash and Investments (5/31/11)		$	2,101	$	8,513	$	3,218	$	3,393	$	17,225	$	24	$	1,307	$	-	$	2,406	$	3,737	$	20,962

Totals may not foot due to rounding

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

Schedule of Cash Receipts and Disbursements (a)

May 1, 2011 - May 31, 2011

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


		Debtor Entities										Other Controlled Entities (b)										Total Debtors and Other Controlled
		LBHI		LBSF		LCPI		Other		Total		LAMCO		LB1 Grp		PAMI		Other		Total		Entities
Beginning Total Cash and Investments (5/1/11)	(c)	$	2,068	$	8,898	$	4,924	$	3,354	$	19,244	$	34	$	1,256	$	1	$	2,417	$	3,708	$	22,951
Restricted Cash	(d)		(1,582)		(681)		(1,726)		(50)		(4,039)		-		-		-		(74)		(74)		(4,112)

Beginning Free Cash and Investments			485		8,217		3,199		3,305		15,205		34		1,256		1		2,344		3,634		18,839


Sources of Cash

Derivatives
Collections from Live / Terminated Trades	(e)		-		359		-		93		452		-		-		-		-		-		452

Loans
Agency Receipts	(f)		-		-		228		-		228		-		-		-		-		-		228
Principal			34		-		88		-		122		-		31		-		-		31		153
Interest			1		-		9		-		10		-		1		-		-		1		11

Private Equity / Principal Investing
Principal	(g)		-		-		11		-		11		-		19		-		58		76		87
Interest			-		-		-		-		-		-		3		-		1		4		4

Real Estate
Principal			39		-		24		-		63		-		-		12		10		22		85
Interest			1		-		4		-		5		-		-		2		-		2		7

Other
Interest	(h)		2		9		3		2		15		-		1		-		-		1		16
Return of Hedging Collateral	(i)		5		40		59		-		104		-		-		-		-		-		104
Structured Notes	(j)		1,612		-		40		-		1,652		-		-		-		-		-		1,652
Other			5		-		-		-		5		-		-		-		-		-		5

Asia			-		-		-		-		-		-		-		-		74		74		74
Inter-Company Transfers	(k)		76		-		4		-		80		-		-		-		-		-		80

Total Sources of Cash			1,775		407		470		95		2,747		-		54		14		142		210		2,957

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

Schedule of Cash Receipts and Disbursements (a)

May 1, 2011 - May 31, 2011

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


		Debtor Entities										Other Controlled Entities (b)										Total Debtors and Other Controlled
		LBHI		LBSF		LCPI		Other		Total		LAMCO		LB1 Grp		PAMI		Other		Total		Entities

Uses of Cash

Non-Operating (Principally Preservation of Assets)
Derivatives
Other	(l)		-		(39)		-		-		(39)		-		-		-		-		-		(39)

Loans
Agency Disbursements	(f)		-		-		(228)		-		(228)		-		-		-		-		-		(228)
Preservation of Assets			-		(1)		(12)		-		(13)		-		-		-		-		-		(13)
Other	(m)		-		-		(957)		-		(957)		-		-		-		-		-		(957)

Private Equity / Principal Investing
Capital Calls			-		-		-		-		-		-		(2)		-		-		(2)		(2)
Other	(m)		-		-		(104)		-		(104)		-		-		-		-		-		(104)

Real Estate
Preservation of Assets			(5)		-		(25)		-		(30)		-		-		-		(1)		(1)		(31)
Other	(m)		-		-		(226)		-		(226)		-		-		-		-		-		(226)

Other
Pine Note Purchase	(n)		-		-		(544)		-		(544)		-		-		-		-		-		(544)
Hedging Collateral	(o)		(4)		(62)		(33)		(5)		(104)		-		-		-		-		-		(104)
Other			(2)		(3)		-		-		(5)		-		-		-		-		-		(5)

Operating
Compensation and Benefits	(p)		(13)		-		-		-		(13)		(5)		-		-		(1)		(5)		(18)
Professional Fees	(q)		(48)		-		-		-		(48)		(1)		-		-		-		(1)		(49)
Other	(r)		(4)		(4)		-		-		(7)		(5)		-		-		(1)		(6)		(13)

Asia			-		-		-		-		-		-		-		-		(11)		(11)		(11)
Inter-Company Transfers	(k)		(4)		(1)		-		-		(5)		-		-		(15)		(61)		(76)		(81)

Total Uses of Cash			(79)		(111)		(2,129)		(5)		(2,323)		(10)		(2)		(15)		(74)		(101)		(2,424)


Net Cash Flow			1,696		297		(1,659)		90		424		(10)		52		(1)		68		109		533
FX Fluctuation	(s)		(1)		-		-		-		(1)		-		-		-		(6)		(6)		(7)

Ending Total Cash and Investments	(c)		3,762		9,194		3,266		3,444		19,667		24		1,307		-		2,479		3,810		23,477
Restricted Cash	(d)		(1,661)		(681)		(48)		(52)		(2,442)		-		-		-		(73)		(73)		(2,515)

Ending Free Cash and Investments (5/31/11)		$	2,101	$	8,513	$	3,218	$	3,393	$	17,225	$	24	$	1,307	$	-	$	2,406	$	3,737	$	20,962

Totals may not foot due to rounding

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

Schedule of Cash Receipts and Disbursements (a)

May 1, 2011 - May 31, 2011

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

Notes:

(a) Includes cash receipts and disbursements for all Debtor Entities and Other Controlled Entities, globally. Activity in Derivatives, Loans, Private Equity / Principal Investing, Real Estate and Other reflects bank accounts that are managed and reconciled by Lehman’s U.S. and European operations. Activity in Asia and South America reflects bank accounts that are managed and reconciled by Lehman’s Asia and South American operations.

(b) Other Controlled Entities include Non-Debtor entities which are under the control of LBHI, except for Aurora Bank, Woodlands Commercial Bank, Lehman Brothers Bancorp Inc., LBTC Transfer Inc. (f/k/a Lehman Brothers Trust Company N.A.) and Lehman Brothers Trust Company of Delaware, which are not reflected in this schedule.

(d) Restricted balances are preliminary estimates of cash in co-mingled or segregated accounts associated with pledged assets, court ordered segregated accounts, funds administratively held by banks and other identified funds which may not belong to the Debtors or Other Controlled Entities.

(e) Collections from Live / Terminated Trades for Other Debtors reflects the following: LBCS $70 million, LBFP $13 million, LBCC $5 million and LBDP $5 million.

(f) Reflects the collection and subsequent distribution of principal and interest to syndicated loan participants.

(g) Primarily reflects proceeds related to a direct investment in Alcon Film Fund (Other - ALI).

(h) Reflects interest collected on court-approved investments portfolio.

(i) Reflects the return of cash posted to hedge foreign currency and interest rate risk for Derivatives, Loans and Real Estate.

(j) Reflects receipts from the Spruce and Verano trustees for payments to noteholders.

(k) Primarily reflects transfers from Other Controlled Entities to LBHI to settle post-petition intercompany payables.

(l) Reflects a disbursement to purchase an SPV note.

(m) Primarily reflects disbursements of restricted cash to the Spruce and Verano trustees for funds received by LCPI post-filing on assets that were participated to the Spruce and Verano CDO structures. Funds were subsequently disbursed by the trustees in May to the Spruce and Verano noteholders (LBHI and LCPI). See footnote (j).

(n) Reflects a disbursement for the court-approved agreement with Barclays for LCPI to purchase the Class A-1 Pine Note.

(o) Reflects cash posted to hedge foreign currency and interest rate risk for Derivatives, Loans and Real Estate.

(p) Compensation and Benefits includes Lehman employees as well as fees paid to Alvarez & Marsal as interim management. A portion of the $13 million related to LBHI will be subject to future cost allocation to various Lehman legal entities.

(q) A portion of the $48 million (which includes the reimbursement of the remaining holdbacks from the period of February, 2010 through May, 2010), will be subject to future cost allocation to various Lehman legal entities.

(r) Primarily reflects expenses related to occupancy, the Transition Services Agreement, taxes, insurance and infrastructure costs. A portion of the $4 million related to LBHI will be subject to future cost allocation to various Lehman legal entities.

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

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

CONTROLLED ENTITIES

BASIS OF PRESENTATION

SCHEDULE OF PROFESSIONAL FEE AND EXPENSE DISBURSEMENTS

DATED FROM FILING DATE TO MAY 31, 2011

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.

The professional fee disbursements presented in this report reflect the date of actual cash payments to professional service providers. The Debtors have incurred additional professional fee expenses during the reporting period that will be reflected in future MORs as cash payments are made to providers.

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

Schedule of Professional Fee and Expense Disbursements (a)

May 2011

Unaudited ($ in thousands)


		May-2011		Filing Date Through May-2011		(b)

Debtors - Claims and Noticing Agent
Epiq Bankruptcy Solutions LLC	Claims Management and Noticing Agent	$	437	$	13,546
Debtors - Section 363 Professionals
Alvarez & Marsal LLC	Interim Management		10,447		442,196
Kelly Matthew Wright	Art Consultant and Auctioneer		-		91
Natixis Capital Markets Inc.	Derivatives Consultant		-		14,590
Debtors - Section 327 Professionals
Bingham McCutchen LLP	Special Counsel - Tax		223		18,023
Bortstein Legal LLC	Special Counsel - IT and Other Vendor Contracts		104		3,890
Clyde Click, P.C.	Special Counsel - Real Estate		14		117
Curtis, Mallet-Prevost, Colt & Mosle LLP	Special Counsel - Conflicts		3,617		31,376
Dechert LLP	Special Counsel - Real Estate		-		1,869
Deloitte LLP	Tax Services		54		244
Discover Ready LLC	eDiscovery Services		-		13,199
Ernst & Young LLP	Audit and Tax Services		4		1,556
Gibson Dunn & Crutcher LLP	Special Counsel - Real Estate		-		2,242
Hudson Global Resources	Contract Attorneys		574		10,477
Huron Consulting	Tax Services		-		2,145
Jones Day	Special Counsel - Asia and Domestic Litigation		2,516		52,607
Kasowitz, Benson, Torres & Friedman	Special Counsel - Litigation		84		928
Kleyr Grasso Associes	Special Counsel - UK		-		454
Latham & Watkins LLP	Special Counsel - Real Estate		36		481
Lazard Freres & Co.	Investment Banking Advisor		3,240		28,141
McKenna Long & Aldridge LLP	Special Counsel - Commercial Real Estate Lending		-		4,935
MMOR Consulting	Tax Services		43		399
Momo-o, Matsuo & Namba	Special Counsel - Asia		57		194
O’Neil Group	Tax Services		161		1,595
Pachulski Stang Ziehl & Jones	Special Counsel - Real Estate		-		2,099
Paul, Hastings, Janofsky & Walker LLP	Special Counsel - Real Estate		224		1,294
PricewaterhouseCoopers LLP	Tax Services		-		1,564
Reed Smith LLP	Special Counsel - Insurance		45		580
Reilly Pozner LLP	Special Counsel - Mortgage Litigation and Claims		144		6,248
Simpson Thacher & Bartlett LLP	Special Counsel - SEC Reporting, Asset Sales, and Congressional Testimony		81		2,639
SNR Denton LLP	Special Counsel - Real Estate		-		882
Sutherland LLP	Special Counsel - Tax		38		363
Weil Gotshal & Manges LLP	Lead Counsel		15,975		309,808
Windels Marx Lane & Mittendorf, LLP	Special Counsel - Real Estate		153		2,692
Wollmuth Maher & Deutsch LLP	Special Counsel - Derivatives		-		851
Creditors - Section 327 Professionals
FTI Consulting Inc.	Financial Advisor		1,904		63,061
Houlihan Lokey Howard & Zukin Capital Inc.	Investment Banking Advisor		878		12,133
Milbank Tweed Hadley & McCloy LLP	Lead Counsel		8,896		102,131
Quinn Emanuel Urquhart Oliver & Hedges LLP	Special Counsel - Conflicts		1,567		18,684
Richard Sheldon, Q.C.	Special Counsel - UK		26		156
Examiner - Section 327 Professionals
Duff & Phelps LLC	Financial Advisor		-		42,502
Jenner & Block LLP	Examiner		442		58,403
Fee Examiner
Godfrey & Kahn, S.C.	Fee Examiner (Current)		1,079		1,079
Feinberg Rozen LLP	Fee Examiner (Previous)		-		3,158
Brown Greer Plc	Fee and Expense Analyst		76		653

Total Non-Ordinary Course Professionals			53,140		1,276,274

Debtors - Ordinary Course Professionals			1,117		39,512

US Trustee Quarterly Fees			-		1,306

Total Professional Fees and UST Fees (c)		$	54,257	$	1,317,091

(a)	All professional fees have been paid by LBHI; however, a portion has been charged back to debtor and non-debtor subsidiaries based on the direct costs associated with each entity and an allocation methodology.

(b)	The figures reflected in this table represent cash disbursements from LBHI’s filing date through the end of May 2011. The figures do not include accruals.

(c)	Excludes professional services rendered on behalf of non-debtor entities which are invoiced separately.

Lehman Brothers Holdings Inc Plan Trust (LEHMQ) 8-KRegulation FD Disclosure