Lehman Brothers Holdings Inc Plan Trust (LEHMQ)
Filed: 19 Oct 12, 12:00am
Table of Contents
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
| x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2011
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-7657
| A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
LEHMAN BROTHERS SAVINGS PLAN
| B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
Lehman Brothers Holdings Inc.
1271 Avenue of the Americas
New York, NY 10020
(646) 285-9000
Table of Contents
Table of Contents
Lehman Brothers Savings Plan
Financial Statements
and Supplemental Schedule
as of December 31, 2011 and 2010 and
for the Years Ended December 31, 2011 and 2010
| 1 | ||||
Financial Statements | ||||
| 2 | ||||
| 3 | ||||
| 4-15 | ||||
Supplemental Schedule | ||||
Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year) | 16-17 |
Table of Contents
Report of Independent Registered Public Accounting Firm
Employee Benefit Plan Committee
Lehman Brothers Holding Inc.
We have audited the accompanying statements of net assets available for benefits of the Lehman Brothers Savings Plan (the “Plan”) as of December 31, 2011 and 2010, and the related statement of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2011 and 2010, and the changes in its net assets available for benefits for the years then ended, in conformity with US generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets held as of the year ended December 31, 2011 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
| October 12, 2012 |  | |
| A member firm of Ernst & Young Global Limited | ||
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Table of Contents
Statements of Net Assets Available for Benefits
| December 31 | ||||||||
| 2011 | 2010 | |||||||
| (in thousands) | ||||||||
Assets | ||||||||
Investments, at fair value | $ | 466,736 | $ | 560,090 | ||||
Notes receivable from participants | 1,354 | 3,388 | ||||||
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Total assets | 468,090 | 563,478 | ||||||
Liabilities | ||||||||
Accrued expenses and other liabilities | — | 258 | ||||||
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Net assets available for benefits | $ | 468,090 | $ | 563,220 | ||||
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See accompanying notes to financial statements.
2
Table of Contents
Statements of Changes in Net Assets Available for Benefits
| Years Ended December 31 | ||||||||
| 2011 | 2010 | |||||||
| (in thousands) | ||||||||
Additions: | ||||||||
Additions to net assets attributed to: | ||||||||
Investment income: | ||||||||
Net realized and unrealized appreciation/ (depreciation) in fair value | $ | (18,777 | ) | $ | 51,499 | |||
Interest and dividends | 12,171 | 12,749 | ||||||
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Total investment income | (6,606 | ) | 64,248 | |||||
Interest income on notes receivable from participants | 119 | 248 | ||||||
Contributions: | ||||||||
Participants | 4,040 | 8,141 | ||||||
Rollovers | 88 | 1,155 | ||||||
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Total contributions | 4,128 | 9,296 | ||||||
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Total additions | (2,359 | ) | 73,792 | |||||
Deductions: | ||||||||
Deductions from net assets attributed to: | ||||||||
Participant withdrawals | (70,652 | ) | (112,823 | ) | ||||
Administrative fees | (9 | ) | (486 | ) | ||||
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| (70,661 | ) | (113,309 | ) | |||||
Transfers out to other Plans: | ||||||||
Neuberger Berman Group 401(k) Plan | — | (2,795 | ) | |||||
Aurora Bank FSB 401(k) Plan | (22,110 | ) | — | |||||
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Total deductions | (92,771 | ) | (116,104 | ) | ||||
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Net decrease in net assets | (95,130 | ) | (42,312 | ) | ||||
Net assets available for benefits: | ||||||||
Beginning of year | 563,220 | 605,532 | ||||||
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End of year | $ | 468,090 | $ | 563,220 | ||||
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See accompanying notes to financial statements.
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Table of Contents
Notes to Financial Statements
December 31, 2011
1. Description of the Plan
General
The Lehman Brothers Savings Plan (the “Plan”) is a defined contribution plan. The Plan became effective January 1, 1984 and was amended and restated from time to time thereafter, including a restatement on December 31, 2008. Additionally, the Plan was further restated as of December 31, 2009 to take into account certain full vesting for force reductions in 2008. Under the terms of the Plan, qualified employees of Lehman Brothers Holdings Inc. (“Lehman”) and its participating subsidiaries (collectively, the “Company”) are eligible to participate in the Plan as soon as administratively practicable following their date of employment.
The December 2008 Plan restatement revised the Plan to discontinue all further employer contributions under the Plan for Plan Years ending on or after December 31, 2008 and to permit a single individual to serve as the Employee Benefit Plan Committee. The restatement also made certain changes required by legislative and regulatory changes, including changes under the Pension Protection Act of 2006.
On September 15, 2008, Lehman and certain of its subsidiaries (the “Debtors”) filed a voluntary bankruptcy filing under Chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). The Debtors’ Chapter 11 cases were consolidated for procedural purposes only and were being administered pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure. The Debtors were authorized to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On September 19, 2008, a proceeding was commenced under the Securities Investor Protection Act of 1970 (“SIPA”) with respect to Lehman Brothers Inc., Lehman’s wholly-owned broker-dealer subsidiary. On September 22, 2008, Barclays Capital Inc. (“Barclays”) agreed to acquire substantially all of the U.S. operations of Lehman Brothers Inc, including hiring most of the employees. Certain employees of the Company were retained by the Debtors for purposes of winding down the estate.
Effective January 1, 2011, Aurora Bank FSB adopted the Aurora Bank FSB 401(k) Plan (the “Aurora Plan”) for the benefit of its eligible employees. As of such date, employees of Aurora will no longer be eligible for further participation in this Plan, and the assets held for the benefit of such employees were transferred to the trust under the Aurora Plan as of January 1, 2011.
On March 6, 2012 the Modified Third Amendment Joint Chapter 11 Plan of Lehman Brothers Holdings Inc. and its Affiliated Debtors became effective, and all existing shares of common stock and preferred stock issued by LBHI were cancelled.
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Table of Contents
Lehman Brothers Savings Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
General (continued)
The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). A more complete description of the Plan is contained in the Plan document, which is available to all participants from the Plan Administrator.
Records of all financial transactions involving Plan assets including receipt of contributions and investment earnings, payment of benefits and expenses, and purchase and sale of investments, are maintained by Fidelity Management Trust Company and its affiliates (collectively “FMTC”).
Contributions
Upon enrollment, a participant may elect to contribute, on a pre-tax basis, or effective January 1, 2008 on an after-tax Roth 401(k) basis, between one and fifty percent of eligible compensation, as defined by the Plan document.
Participant pre-tax contributions are not subject to tax until distribution. The Internal Revenue Code of 1986, as amended (the “Code”), provides that pre-tax contributions (and any elective deferrals to other plans containing a cash or deferred arrangement) will be included in participant gross income to the extent such contributions exceed the statutory limitation.
Unlike pre-tax contributions, after-tax Roth 401(k) contributions do not reduce a participant’s current taxable income. By making after-tax Roth 401(k) contributions, however, participants have the potential to receive a tax-free withdrawal from the Plan in the future.
The maximum elective deferral limitation amount was $16,500 for 2011 and 2010 and applies to both pre-tax or after-tax Roth 401(k) contributions or any combination thereof during the Plan year.
The income and appreciation on amounts invested in the Plan are also not subject to tax until distributed.
The Plan allows Catch-Up contributions as permitted under the Economic Growth and Tax Relief Reconciliation Act of 2001. The maximum limitation for Catch-Up contributions was $5,500 for 2011 and 2010.
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Table of Contents
Lehman Brothers Savings Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Contributions (continued)
Rollover contributions represent contributions to the Plan of certain assets previously held on behalf of participants by other qualified plans.
Participants direct how their contributions are to be invested in the available investment options offered by the Plan.
Participant Accounts
Separate accounts are maintained for each participant whereby the participant’s account is credited for contributions and credited or charged, as appropriate, for investment experience. Participant accounts are also charged for withdrawals, loans and any applicable administrative fees. The periodic allocation of investment experience is based upon the participant’s beneficial interest in each of the investment funds on the valuation date.
Vesting
Participants are immediately 100% vested in their pre-tax, after-tax Roth 401(k) and Catch-Up contributions for all Plan years and in any Company contributions. As a result of the sale of substantially all of the U.S. operations of Lehman Brothers Inc. to Barclays, Plan participants that were hired by Barclays on September 22, 2008 and other participants involuntarily terminated during 2008 were fully vested in their Company contributions as of that date. The Company is in the process of evaluating if additional reinstatements may be required under an amendment to the Plan covering certain transactions in 2007 and 2008. The Company is currently unable to quantify the potential outcome of this evaluation process.
Notes Receivable From Participants
Generally, participants may borrow from their plan accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their vested account balance, whichever is less. Loan terms range from 1 to 5 years or up to 10 years for the purchase of a primary residence, as long as documentation is provided. The loans are secured by the participant’s account and bear interest at the rate of prime plus one percent. Principal and interest are paid ratably through biweekly or monthly payroll deductions, depending on the frequency with which the employee is paid. At December 31, 2011 and 2010, loans bore interest at rates ranging from 4.25% to 9.25% and were
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Table of Contents
Lehman Brothers Savings Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Notes Receivable From Participants (continued)
due at various dates through 2020. Participants that are still employed by the Company, but are not able to repay their loans through payroll deductions, are required to repay their loans through monthly payments made directly to FMTC. Participants who terminate their employment with outstanding loan balances have 90 days following termination to repay the loan. Loans not repaid in that timeframe (or the grace period for curing the default) will be reported as taxable distributions. On September 18, 2008, in connection with the sale to Barclays, the Plan was amended to permit loans to remain outstanding following termination of employment at the discretion of the Committee. Outstanding loan balances will also be treated as taxable distributions for those participants who request a distribution of their account prior to repaying their loan. For the years ended December 31, 2011 and 2010, loan balances in default of $227,232 and $434,003, respectively, have been reported as taxable distributions to participants.
Payment of Benefits
Participants may elect, after attaining the age of 59-1/2, to withdraw all or a portion of the value of their accounts. Withdrawals by actively employed participants, before the age of 59-1/2, are permitted for pre-tax contributions and pre-1989 earnings thereon, only after meeting specified financial hardship criteria and after obtaining approval from the Plan Administrator. Participants can elect to withdraw all or a portion of their rollover contributions made to the Plan.
If the participant’s employment with the Company terminates at any point prior to death, the participant may elect to receive a full or partial distribution of his/her account balance.
In the event the participant’s account does not exceed $1,000, an immediate lump sum payment will be made automatically. After participants attain the age of 70-1/2, they must begin receipt of their remaining account balance in accordance with the minimum required distribution provision and the Plan rules.
Upon death, the balance in the participant’s account is paid to the designated beneficiary (as provided by the Plan) in a lump-sum payment; however, the beneficiary may elect instead to receive one or more payments over a period of up to five years following death if the account exceeds $1,000.
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Table of Contents
Lehman Brothers Savings Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Forfeited Accounts
The balance on the forfeited non-vested participant accounts was $248,063 and $164,027 at December 31, 2011 and 2010, respectively. The increase in the balance mainly relates to additional forfeitures for participants that have not resumed employment prior to incurring five consecutive one year breaks in service and as such their previously forfeited amounts were not restored to their accounts.
Administrative Expenses
Except to the extent paid by the Company, all expenses of the Plan are paid by the Plan. In 2011 and 2010, the Plan was charged $9,301 and $485,589, respectively, for third party administrative expenses incurred during the respective years.
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are presented on the accrual basis of accounting.
New Accounting Pronouncements
In January 2010, the FASB issued Accounting Standards Update 2010-06, Improving Disclosures about Fair Value Measurements, (ASU 2010-06). ASU 2010-06 amended ASC 820 to clarify certain existing fair value disclosures and require a number of additional disclosures. The requirement to present changes in Level 3 measurements on a gross basis is effective for reporting periods beginning after December 15, 2010. Since ASU 2010-06 only affects fair value measurement disclosures, adoption of ASU 2010-06 did not have an effect on the Plan’s net assets available for benefits or its changes in net assets available for benefits.
In May 2011, the FASB issued Accounting Standards Update 2011-04, Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 amended ASC 820, Fair Value Measurement, to converge the fair value measurement guidance in US generally accepted accounting principles (GAAP) and
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Table of Contents
Lehman Brothers Savings Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
New Accounting Pronouncements (continued)
International Financial Reporting Standards (IFRSs). Some of the amendments clarify the application of existing fair value measurement requirements, while other amendments change a particular principle in ASC 820. In addition, ASU 2011-04 requires additional fair value disclosures, although certain of these new disclosures will not be required for nonpublic entities. The amendments are to be applied prospectively and are effective for annual periods beginning after December 15, 2011. Plan management is currently evaluating the effect that the provisions of ASU 2011-04 will have on the Plan’s financial statements.
Notes Receivable from Participants
Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2011 or 2010. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be a distribution, the loan balance will remain outstanding. If the default loan is considered an actual distribution (i.e. participant status is terminated or participant is eligible to make withdrawals) the participant’s account balance will be reduced by the amount of the distribution and recorded as a benefit payment.
Use of Estimates
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value (Refer to Note 8 for disclosure about fair value measurements). Participant loans are carried at their unpaid principal balance plus any accrued but unpaid interest. The total amounts of the interest earned during 2011 and 2010 were $118,949 and $248,639 respectively, and are included in interest income in the accompanying statements of changes in net assets available for benefits.
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Table of Contents
Lehman Brothers Savings Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
Investment Valuation and Income Recognition (continued)
Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Interest income is recorded on an accrual basis.
Payment of Benefits
Benefit payments to participants are recorded when paid.
3. Investments
Investment of contributions among the investment funds can be made in increments of 1%, with a maximum of 50% of contributions. Participants can elect to change their contribution rate and investment direction of new contributions on a daily basis. Participants may also elect to transfer existing fund balances among investment funds on a daily basis. Effective with the bankruptcy filing of the Debtors on September 15, 2008, neither future employee contributions nor fund transfers were permitted into the Lehman Brothers Stock Fund. Effective April 2010, the Lehman Brothers Stock Fund was converted into real-time traded LBHI Stock Fund with the cash portion moved to the Vanguard Prime Money Market Fund - Institutional Shares.
The following table presents the net appreciation/(depreciation) in fair value of investments held by the Plan at December 31, 2011 and 2010, respectively:
| Years Ended December 31 | ||||||||
| 2011 | 2010 | |||||||
| (in thousands) | ||||||||
Net appreciation/(depreciation) in fair value of investments: | ||||||||
Mutual Funds | $ | (18,555 | ) | $ | 48,121 | |||
Company Stock | (6 | ) | (14 | ) | ||||
Separate Accounts | (216 | ) | 3,392 | |||||
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Total | $ | (18,777 | ) | $ | 51,499 | |||
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Table of Contents
Lehman Brothers Savings Plan
Notes to Financial Statements (continued)
3. Investments (continued)
The following is a schedule of investments held in excess of 5% of the net assets available for benefits at December 31, 2011 and 2010, respectively:
| Fair Value at December 31 | ||||||||
| 2011 | 2010 | |||||||
| (in thousands) | ||||||||
Funds: | ||||||||
Vanguard Prime Money Market Instl | $ | 66,822 | $ | 80,201 | ||||
Vanguard Inst Index | 63,361 | 69,439 | ||||||
Fidelity Large-Cap Stock | 40,001 | 48,707 | ||||||
Pimco Total Return Inst | 35,328 | 38,867 | ||||||
Fidelity Diversified Intl K | 29,579 | 40,959 | ||||||
Neuberger Berman High Inc Bond Inv | 27,969 | 31,783 | ||||||
4. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participant account balances and the amounts reported in the statements of net assets available for benefits.
5. Plan Termination
While it has not expressed any intent to do so, Lehman has the right to terminate the Plan at any time subject to the provisions set forth in ERISA and the Code. In the event of Plan termination, participants would immediately become 100% vested in their employer contributions.
6. Tax Status
The Plan received a determination letter from The Internal Revenue Service dated August 19, 2003, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the Internal Revenue Service, the Plan was amended and restated. Once qualified, the Plan is
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Lehman Brothers Savings Plan
Notes to Financial Statements (continued)
6. Tax Status (continued)
required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt.
U.S. GAAP requires plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The plan administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2011 and 2010, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Trustee believes it is no longer subject to income tax examinations for years prior to 2008.
Pursuant to IRS Revenue Procedure 2010-6, the Employee Benefit Plan filed a request on January 28, 2011 with the IRS for a Determination Letter providing that the Lehman Brothers Savings Plan, as amended and restated since the prior determination letter dated August 19, 2003 was issued, continues to meet the requirements for qualification and tax exemption under sections 401(a) and 501(a) of the IRS Code. The IRS has not, as of this date, provided the Plan with a Determination Letter.
7. Party in Interest Transactions
Certain Plan investments were managed and held in trust by FMTC during 2011 and 2010. This qualifies FMTC as party in interest. Fees paid by the Plan or the Company to FMTC for administrative and investment fees amounted to $26,893 and $111,878 for the years ended December 31, 2011 and 2010, respectively.
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Lehman Brothers Savings Plan
Notes to Financial Statements (continued)
8. Fair Value Measurements
Under U.S. GAAP fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). The fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820 are described below:
Level 1 – Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities.
Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:
| • | quoted prices for similar assets and liabilities in active markets |
| • | quoted prices for identical or similar assets or liabilities in markets that are not active |
| • | observable inputs other than quoted prices that are used in the valuation of the asset or liabilities |
| • | inputs that are derived principally from or corroborated by observable market data by correlation or other means |
Level 3 – Unobservable inputs for the asset or liability (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumption about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).
The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measure in its entirety.
Following is a description of the valuation methodologies used for assets and liabilities measured at fair value.
Company stock: Valued based on quoted market prices in the over-the-counter market.
Mutual funds: Valued at the net asset value (‘NAV’) of shares held by the Plan at year end or quoted market prices in active markets.
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Lehman Brothers Savings Plan
Notes to Financial Statements (continued)
8. Fair Value Measurements (continued)
Separate accounts: Valued based on the NAV of the Investment Managers who manage the underlying assets. The NAV is a quoted price in a market that is not active, so they are classified within level 2 of the valuation hierarchy.
The Plan did not have any transfers between levels during the years ended December 31, 2011 and December 31, 2010.
The following table sets forth by level, within the fair value hierarchy, the Plan’s assets carried at fair value as of December 31, 2011.
| Assets at Fair Value as of December 31, 2011 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| (in thousands) | ||||||||||||||||
Company stock (1) | $ | — | $ | 4 | $ | — | $ | 4 | ||||||||
Mutual funds | 450,816 | — | — | 450,816 | ||||||||||||
Separate accounts (2) | — | 15,916 | — | 15,916 | ||||||||||||
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Total assets at fair value | $ | 450,816 | $ | 15,920 | $ | — | $ | 466,736 | ||||||||
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The following table sets forth by level, within the fair value hierarchy, the Plan’s assets carried at fair value as of December 31, 2010.
| Assets at Fair Value as of December 31, 2010 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| (in thousands) | ||||||||||||||||
Company stock | $ | — | $ | 11 | $ | — | $ | 11 | ||||||||
Mutual funds | 539,651 | — | — | 539,651 | ||||||||||||
Separate accounts | — | 20,428 | — | 20,428 | ||||||||||||
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Total assets at fair value | $ | 539,651 | $ | 20,439 | $ | — | $ | 560,090 | ||||||||
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| (1) | Includes the Company’s common stock traded in the over-the-counter market. |
| (2) | Separate accounts are managed by Times Square Capital Management that primarily invests in publicly traded securities of mid-capitalization companies. |
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Lehman Brothers Savings Plan
Notes to Financial Statements (continued)
9. Subsequent Events
The Plan has evaluated the impact of events that have occurred subsequent to December 31, 2011 through October 12, 2012, the date the financial statements were available for issuance. Based on this evaluation, the Plan has determined no events were required to be recognized or disclosed in the financial statements.
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Table of Contents
Supplemental Schedule
Table of Contents
EIN: 13-3216325
Plan: 003
Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year)
December 31, 2011
Identity of Issue, Borrower, Lessor or Similar Party | Description of Investments, Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Date | Cost** | Current Value | |||||
| Company Stock | ||||||||
* LBHI Stock Fund | Common Stock | $ | 4,461 | |||||
| Mutual Funds | ||||||||
| AF Cap World G&I R5 | Mutual Fund | 10,451,695 | ||||||
| Allianz Emerging Co Is | Mutual Fund | 5,370,236 | ||||||
| Century SM Cap | Mutual Fund | 5,377,033 | ||||||
* Fidelity Diversified Intl K | Mutual Fund | 29,579,145 | ||||||
* Fidelity Freedom 2010 | Mutual Fund | 2,857,552 | ||||||
* Fidelity Freedom 2015 | Mutual Fund | 3,853,412 | ||||||
* Fidelity Freedom 2020 | Mutual Fund | 6,428,379 | ||||||
* Fidelity Freedom 2025 | Mutual Fund | 5,317,379 | ||||||
* Fidelity Freedom 2030 | Mutual Fund | 8,998,241 | ||||||
* Fidelity Freedom 2035 | Mutual Fund | 4,686,448 | ||||||
* Fidelity Freedom 2040 | Mutual Fund | 8,954,354 | ||||||
* Fidelity Freedom 2045 | Mutual Fund | 3,541,812 | ||||||
* Fidelity Freedom 2050 | Mutual Fund | 1,198,485 | ||||||
* Fidelity Large-Cap Stock | Mutual Fund | 40,001,169 | ||||||
* Fidelity Low Priced Stock K | Mutual Fund | 18,178,711 | ||||||
* Fidelity US Bond Index | Mutual Fund | 22,697,110 | ||||||
| Hartford Cap App IA | Mutual Fund | 9,576,788 | ||||||
| MFS Value Inst | Mutual Fund | 3,906,575 | ||||||
* Neuberger Berman High Inc Bond Inv | Mutual Fund | 27,969,592 | ||||||
* Neuberger Berman Partners Inst | Mutual Fund | 8,434,680 | ||||||
* Neuberger Berman Socially Resp I | Mutual Fund | 1,328,825 | ||||||
* Neuberger Berman Genesis – Inst CL | Mutual Fund | 17,113,811 | ||||||
* Neuberger Berman International IS | Mutual Fund | 6,140,575 | ||||||
| Pimco Total Return Inst | Mutual Fund | 35,327,829 | ||||||
| TMPL Dev Mkts Adv | Mutual Fund | 10,293,761 | ||||||
| TRP Mid Cap Value | Mutual Fund | 13,808,561 | ||||||
| Vanguard Prime Money Market Instl | Mutual Fund | 66,822,174 | ||||||
| Vanguard Inst Index | Mutual Fund | 63,360,876 | ||||||
| Vanguard Total Stock Market SIG | Mutual Fund | 9,240,739 | ||||||
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| 450,815,947 | ||||||||
16
Table of Contents
EIN: 13-3216325
Plan: 003
Lehman Brothers Savings Plan
Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year) (continued)
December 31, 2011
Identity of Issue, Borrower, Lessor or Similar Party | Description of Investments, Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Date | Cost** | Current Value | |||||
Separate Accounts | ||||||||
Times SQ Midcap Grth | Separate Account | $ | 15,915,946 | |||||
|
| |||||||
| 15,915,946 | ||||||||
* Notes Receivable from participants | Interest rates range from | |||||||
| 4.25% to 9.25% | 1,353,811 | |||||||
|
| |||||||
| $ | 468,090,165 | |||||||
|
| |||||||
| * | Party-in-interest to the Plan |
| ** | Cost not disclosed as all investments are participant directed |
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Table of Contents
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Lehman Brothers Holdings Inc. Employee Benefit Plans Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| LEHMAN BROTHERS SAVINGS PLAN | ||
| By: | /s/ Carol Rado | |
| Carol Rado | ||
| Chairperson | ||
| Lehman Brothers Holdings Inc. | ||
| Employee Benefit Plans Committee | ||
October 19, 2012
Table of Contents
EXHIBIT INDEX
Exhibit No. | Description | |
| 23.1 | Consent of Independent Registered Public Accounting Firm – Ernst & Young LLP | |