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 |
| | Jointly Administered |
Debtors. | | |
QUARTERLY FINANCIAL REPORT
AS OF JUNE 30, 2018
BALANCE SHEETS AND
CASH FLOW ESTIMATES
| | |
DEBTORS’ ADDRESS: | | LEHMAN BROTHERS HOLDINGS INC. |
| | c/o KRISTINE DICKSON – CHIEF FINANCIAL OFFICER |
| | 277 PARK AVENUE |
| | 46th FLOOR |
| | NEW YORK, NY 10172 |
| |
DEBTORS’ ATTORNEYS: | | WEIL, GOTSHAL & MANGES LLP |
| | c/o JACQUELINE MARCUS, GARRETT A. FAIL |
| | 767 FIFTH AVENUE |
| | NEW YORK, NY 10153 |
| |
REPORT PREPARER: | | LEHMAN BROTHERS HOLDINGS INC., AS PLAN ADMINISTRATOR |
Date: September 26, 2018
Quarterly Financial Report as of June 30, 2018 (Unaudited)
Table of Contents
| | | | | | | | | | |
I. | | Schedule of Debtors | | | | | | | 3 | |
| | | |
II. | | Notes to the Balance Sheets and Management’s Discussion & Analysis | | | | | | | 4 | |
| | Note 1 – Basis of Presentation | | | 4 | | | | | |
| | Note 2 – Use of Estimates | | | 5 | | | | | |
| | Note 3 – Cash and Short-Term Investments | | | 5 | | | | | |
| | Note 4 – Cash and Short-Term Investments Pledged or Restricted | | | 6 | | | | | |
| | Note 5 – Financial Instruments and Other Inventory Positions | | | 7 | | | | | |
| | Note 6 – Receivables from Debtors and Debtor-Controlled Entities and Other Assets | | | 9 | | | | | |
| | Note 7 – Investments in Affiliates | | | 11 | | | | | |
| | Note 8 – Due from/to Affiliates | | | 12 | | | | | |
| | Note 9 – Payables to Debtors and Debtor-Controlled Entities and Other Liabilities | | | 21 | | | | | |
| | Note 10 – Taxes Payable | | | 22 | | | | | |
| | Note 11 – Liabilities Subject to Compromise | | | 23 | | | | | |
| | Note 12 – Legal Proceedings | | | 26 | | | | | |
| | Note 13 – Currency Translation | | | 30 | | | | | |
| | Note 14 – Financial Systems and Control Environment | | | 30 | | | | | |
| | | |
III. | | Balance Sheets | | | | | | | 31 | |
| | | |
IV. | | Cash Flow Estimates | | | | | | | 34 | |
QUESTIONS
The Company has established an email address to receive questions from readers regarding this presentation and its other financial disclosures. The Company plans to review questions received, and for those subjects which the Company determines a response would not (i) violate a confidentiality provision, (ii) place the Company in a competitive or negotiation disadvantage, or (iii) be unduly burdensome relative to the value of information requested, the Company shall endeavor to post a response (maintaining the anonymity of the originators of the questions). The Company assumes no obligation to respond to email inquiries.
Please email questions, with document references as relevant, to:
QUESTIONS@lehmanholdings.com
The Company’s previously posted responses can be found on the Epiq website maintained for the Company:
www.lehman-docket.com under the Key Documents tab and the Responses to Questions Submitted category
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Quarterly Financial Report as of June 30, 2018 (Unaudited)
I. Schedule of Debtors
The twenty three entities listed below (the “Debtors”) filed for bankruptcy in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) on the dates indicated below. On December 6, 2011, the Bankruptcy Court confirmed the Modified Third Amended Joint Chapter 11 Plan of Lehman Brothers Holdings Inc. and its Affiliated Debtors (the “Plan”). On March 6, 2012, the “Effective Date” (as defined in the Plan) occurred. As of the date hereof, the following Debtors’ chapter 11 cases remain open:
| | | | | | | | |
| | Case No. | | | Date Filed (“Commencement Date”) | |
Lehman Brothers Holdings Inc. (“LBHI”) | | | 08-13555 | | | | 9/15/2008 | |
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 Commercial Paper Inc. (“LCPI”) | | | 08-13900 | | | | 10/5/2008 | |
Lehman Brothers Commercial Corporation (“LBCC”) | | | 08-13901 | | | | 10/5/2008 | |
BNC Mortgage LLC | | | 09-10137 | | | | 1/9/2009 | |
Structured Asset Securities Corporation | | | 09-10558 | | | | 2/9/2009 | |
The following Debtors’ chapter 11 cases were closed in 2016 and 2018, pursuant to final decrees entered by the Bankruptcy Court (Docket No. 51920, No. 54163, and No. 58257):
| | | | | | | | | | | | |
| | Case No. | | | Date Filed | | | Date Closed | |
LB 745 LLC | | | 08-13600 | | | | 9/16/2008 | | | | 1/28/2016 | |
PAMI Statler Arms LLC | | | 08-13664 | | | | 9/23/2008 | | | | 1/28/2016 | |
CES Aviation LLC | | | 08-13905 | | | | 10/5/2008 | | | | 1/28/2016 | |
CES Aviation V LLC | | | 08-13906 | | | | 10/5/2008 | | | | 1/28/2016 | |
CES Aviation IX LLC | | | 08-13907 | | | | 10/5/2008 | | | | 1/28/2016 | |
LB 2080 Kalakaua Owners LLC | | | 09-12516 | | | | 4/23/2009 | | | | 1/28/2016 | |
LB Somerset LLC | | | 09-17503 | | | | 12/22/2009 | | | | 1/28/2016 | |
LB Preferred Somerset LLC | | | 09-17505 | | | | 12/22/2009 | | | | 1/28/2016 | |
East Dover Limited | | | 08-13908 | | | | 10/5/2008 | | | | 12/15/2016 | |
Luxembourg Residential Properties Loan Finance S.a.r.l. | | | 09-10108 | | | | 1/7/2009 | | | | 12/15/2016 | |
Merit LLC | | | 09-17331 | | | | 12/14/2009 | | | | 12/15/2016 | |
Lehman Brothers Derivative Products Inc. (“LBDP”) | | | 08-13899 | | | | 10/5/2008 | | | | 06/14/2018 | |
Lehman Brothers Financial Products Inc. (“LBFP”) | | | 08-13902 | | | | 10/5/2008 | | | | 06/14/2018 | |
Lehman Scottish Finance L.P. | | | 08-13904 | | | | 10/5/2008 | | | | 06/14/2018 | |
LB Rose Ranch LLC | | | 09-10560 | | | | 2/9/2009 | | | | 06/14/2018 | |
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Quarterly Financial Report as of June 30, 2018 (Unaudited)
II. Notes to the Balance Sheets and Management’s Discussion & Analysis
Note 1 – Basis of Presentation
Objectives
On the Effective Date, the Plan became effective and the Debtors emerged from bankruptcy with a new Board of Directors (LBHI’s Board of Directors hereinafter referred to as the “Board”). The Company continues to pursue the objectives of asset value maximization and timely distributions to creditors of available cash through the optimal execution of an orderly wind down process and the judicious and timely resolution of claims. Pursuant to the Plan, the Plan Administrator has made and expects to continue to make semi-annual distributions to creditors of Debtors, with each entity subject to review at each distribution date.
Basis of Presentation
The information and data included in the Quarterly Financial Report, including the Balance Sheets, Notes to the Balance Sheets, and Cash Flow Estimates (the “Quarterly Financial Report”) are derived from sources available to the Debtors and Debtor-Controlled Entities (collectively, the “Company” or “Controlled Affiliates”). The term “Debtor-Controlled Entities” refers to those entities that are directly or indirectly controlled by LBHI and have not filed for protection under Chapter 11 of the Bankruptcy Code. Debtor-Controlled Entities excludes, among others, certain entities (such as Lehman Brothers Inc. (“LBI”), Lehman Brothers International (Europe) (in administration) (“LBIE”) and Lehman Brothers Japan (“LBJ”)) that were not managed or controlled by a Debtor as of the Effective Date and are under separate administrations in the U.S. or abroad, including proceedings under the Securities Investor Protection Act (collectively, “Non-Controlled Affiliates”).
The Company has prepared the Quarterly Financial Report based on the information available to the Company at the date of filing; however, such information may be incomplete and may be materially deficient. Material uncertainties continue to exist regarding the ultimate value realizable from the Company’s assets, the timing of asset recoveries, future costs, and the eventual level of allowed creditors’ claims. Accordingly, the Quarterly Financial Report is not meant to be relied upon as a complete description of the Company, its business, condition (financial or otherwise), results of operations, prospects, assets or liabilities. The Company reserves all rights to revise this report.
In preparing the Quarterly Financial Report, the Company made various estimates and assumptions based on information available to the Company. As such, this report contains forward-looking statements that involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements containing information regarding the intent, belief or current expectation of the Company and members of its management. Accordingly, the financial information herein is subject to change and any such change may be material.
The Quarterly Financial Report should be read in conjunction with the Company’s previous filings, including Form8-K reports as filed with the United States Securities and Exchange Commission (“SEC”), the Plan and related Disclosure Statement (the “Disclosure Statement”) dated August 31, 2011, and other documents filed after the Commencement Dates with various regulatory agencies or the Bankruptcy Court by LBHI, other Debtors and Debtor-Controlled Entities.
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Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 1 – Basis of Presentation(continued)
The Quarterly Financial Report:
| • | | Is not audited nor prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”); |
| • | | Does not reflectperiod-end adjustments, including accruals; and |
| • | | Includes certain items that remain under continuing review by the Company and may be accounted for differently in future Quarterly Financial Reports. |
Trends and Uncertainties
The Company owns real estate, private equity investments, derivative contracts, and other assets in a wide variety of local, domestic and global markets, and as such, in future periods the values of these assets are subject to trends, events and factors beyond the Company’s control, including but not limited to: the local, domestic and global economic environment; changes in budget, tax and fiscal policies in the U.S. and other countries; fluctuations in debt and equity markets, interest rates, and currency exchange rates; litigation risk; and changes in regulatory requirements.
Note 2 – Use of Estimates
In preparing the Quarterly Financial Report, the Company utilizes various estimates that affect reported amounts and disclosures. For example, estimates are used to determine expected recoverable amounts from certain financial instruments and other assets, and to establish claims amounts and various reserves.
Estimates are based on available information and judgment. As more information becomes available to the Company, including the outcome of various negotiations and litigations, the Company may revise estimates accordingly.
Note 3 – Cash and Short-Term Investments
Cash and short-term investments include:
| • | | interest-bearing deposits with banks; |
| • | | U.S. and foreign money-market funds; |
| • | | U.S. government obligations; |
| • | | U.S. government guaranteed securities; and |
| • | | investment grade corporate bonds and commercial paper. |
As of June 30, 2018, substantially all of the Company’s short-term investments were scheduled to mature by September 30, 2018.
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Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 4 – Cash and Short-Term Investments Pledged or Restricted
The following table summarizes the components of restricted cash as of June 30, 2018:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Debtors | | | Debtor- Controlled Entities | | | Total Debtors and Debtor- Controlled Entities | |
($ in millions) | | LBHI | | | LBSF | | | LCPI | | | Other | | | Total | |
| | | | | | | | | | | | | | | | | | | | | |
Reserves for Claims: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Disputed unsecured claims(1) | | $ | 163 | | | $ | 363 | | | $ | — | | | $ | 99 | | | $ | 625 | | | $ | — | | | $ | 625 | |
Secured, Admin, Priority Claims and Other | | | 34 | | | | 25 | | | | 4 | | | | 10 | | | | 72 | | | | — | | | | 72 | |
| | | | | | | | | | | | |
Subtotal, Claims Reserves | | | 197 | | | | 387 | | | | 4 | | | | 109 | | | | 697 | | | | — | | | | 697 | |
| | | | | | | |
Operating Expenses(2) | | | 127 | | | | 23 | | | | 6 | | | | 2 | | | | 159 | | | | 3 | | | | 162 | |
Incentive Fees(2) | | | 57 | | | | 4 | | | | 5 | | | | 2 | | | | 68 | | | | — | | | | 68 | |
Other | | | 26 | | | | — | | | | 0 | | | | — | | | | 26 | | | | 19 | | | | 45 | |
| | | | | | | | | | | | |
Total | | $ | 407 | | | $ | 415 | | | $ | 14 | | | $ | 114 | | | $ | 951 | | | $ | 22 | | | $ | 973 | |
| | | | | | | | | | | | |
| | | | | | | |
Totals may not foot due to rounding. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Represents the cash reserve for the principal amount of disputed unsecured claims subsequent to the fifteenth Plan Distribution (“D15”) on April 5, 2018. |
(2) | Represents reserves for a substantial portion of the Company’s estimated future operating expenses and incentive fees. As the Company cannot definitively specify a date for the final termination of its activities, particularly litigation-related activities, estimates for future operating expenses are subject to change. |
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Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 5 – Financial Instruments and Other Inventory Positions
Financial instruments and other inventory positions are reported at estimated “recovery values,” which are determined by utilizing market prices, certain assumptions, estimates and/or pricing models to estimate future undiscounted cash flows.
The table below presents recovery values as of June 30, 2018 by asset portfolio, and the changes in recovery values since the previously filed Quarterly Financial Report as of April 5, 2018:
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Activity 04/06/18—06/30/18 | | | | | | |
$ in millions | | | | Inventory as of April 5, 2018 | | | Recovery Value Change (1) | | | | | Cash Activities (2) | | | | | Inventory as of June 30, 2018 | |
Commercial Real Estate | | | | | | | | | | | | | | | | | | | | | | |
Debtors: | | | | | | | | | | | | | | | | | | | | | | |
Lehman Commercial Paper Inc. | | | | $ | 48 | | | $ | (0 | ) | | | | $ | (2 | ) | | | | $ | 46 | |
| | | | | | | | | | | | | | | | | | | | | | |
Subtotal Debtors | | | | | 48 | | | | (0 | ) | | | | | (2 | ) | | | | | 46 | |
Debtor-Controlled | | | | | 12 | | | | 0 | | | | | | (0 | ) | | | | | 12 | |
| | | | | | | | | | | | | | | | | | | | | | |
Total Commercial Real Estate | | | | | 60 | | | | 0 | | | | | | (2 | ) | | | | | 58 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Residential Real Estate and Other | | | | | | | | | | | | | | | | | | | | | | |
Debtors: | | | | | | | | | | | | | | | | | | | | | | |
Lehman Brothers Holdings Inc. | | | | | 11 | | | | 0 | | | | | | (2 | ) | | | | | 9 | |
Lehman Commercial Paper Inc. | | | | | 15 | | | | 0 | | | | | | (1 | ) | | | | | 14 | |
| | | | | | | | | | | | | | | | | | | | | | |
Subtotal Debtors | | | | | 26 | | | | 0 | | | | | | (4 | ) | | | | | 23 | |
Debtor-Controlled | | | | | — | | | | 0 | | | | | | (0 | ) | | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | |
Total Residential Real Estate and Other | | | | | 26 | | | | 1 | | | | | | (4 | ) | | | | | 23 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Private Equity / Principal Investments (PEPI) | | | | | | | | | | | | | | | | | | | | | | |
Debtors: | | | | | | | | | | | | | | | | | | | | | | |
Lehman Brothers Holdings Inc. | | | | | 3 | | | | 0 | | | | | | — | | | | | | 3 | |
Lehman Commercial Paper Inc. | | | | | — | | | | 0 | | | | | | (0 | ) | | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | |
Subtotal Debtors | | | | | 3 | | | | 0 | | | | | | (0 | ) | | | | | 3 | |
Debtor-Controlled | | | | | 85 | | | | (2 | ) | | | | | (30 | ) | | | | | 53 | |
| | | | | | | | | | | | | | | | | | | | | | |
Total Private Equity / Principal Investments | | | | | 88 | | | | (2 | ) | | | | | (30 | ) | | | | | 56 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Derivative Receivables and Related Assets | | | | | | | | | | | | | | | | | | | | | | |
Debtors: | | | | | | | | | | | | | | | | | | | | | | |
Lehman Brothers Special Financing Inc. | | | | | 67 | | | | 1 | | | | | | (29 | ) | | | | | 39 | |
| | | | | | | | | | | | | | | | | | | | | | |
Subtotal Debtors | | | | | 67 | | | | 1 | | | | | | (29 | ) | | | | | 39 | |
Debtor-Controlled | | | | | 0 | | | | 0 | | | | | | (0 | ) | | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | | | |
Total Derivative Receivables and Related Assets | | | | | 67 | | | | 1 | | | | | | (29 | ) | | | | | 39 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Totals | | | | $ | 241 | | | $ | (1 | ) | | | | $ | (65 | ) | | | | $ | 176 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
(1) | Represents adjustments to recovery values based on changes in market prices, realized gains or losses from assets sales above or below previously recorded recovery values, and/or changes in assumptions and/or estimates which, in the Company’s judgment, impact the Company’s recoverable value on the underlying assets. |
(2) | Cash activities are presented net of disbursements. Amounts may differ from previously filed Schedules of Cash Receipts and Disbursements mainly due to timing and classification differences. Cash activities related to Derivative Receivables and Related Assets include collections on open and terminated trades, net of hedging activities. |
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Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 5 – Financial Instruments and Other Inventory Positions(continued)
Commercial Real Estate
Commercial Real Estate includes real estate owned properties, equity interests in commercial properties, and other real estate-related investments.
The Company utilizes various pricing models to determine the recovery values of assets within the Commercial Real Estate portfolio. These pricing models often incorporate current market prices, estimated future cash flows net of obligations to third parties, brokers’ opinions of value, and third party analyses.
Residential Real Estate and Other
Potential future recoveries relate to LBHI’s indemnity claims against third parties that resulted from settlements with Private Label Trustees, Fannie Mae and Freddie Mac (refer to the Mortgage Sellers litigation inNote 12 – Legal Proceedings, for additional information) are excluded from estimated recovery values, as the outcomes, which are subject to litigation, are uncertain and contingent upon various legal factors outside of the Company’s control.
Private Equity / Principal Investments
Private Equity / Principal Investments include equity direct investments in companies, and general partner and limited partner interests in investment funds.
Recovery values for private equity / principal investments and general partner interests are based on comparable trading and transaction multiples, period end publicly quoted prices, and estimated future cash flows. Limited partner interests in private equity and hedge funds are valued at the net asset value unless an impairment is assessed. Recovery value may be impacted for those positions that are subject to confidentiality restrictions and transfer restrictions for which the Company may need consent from sponsors, general partners and/or portfolio companies in order to (i) share information regarding such positions with prospective buyers and/or (ii) transfer such positions to a buyer.
Between April 5, 2018 and June 30, 2018, the Company monetized $30 million of inventory primarily related to the sale of a limited partnership interest.
Derivative Assets
Derivative assets represent amounts due from counterparties related to matured, terminated and open trades, and are recorded at expected recovery amounts, net of cash and securities collateral.
The Company’s estimated recovery values for derivative assets are determined using internal and third party valuation models and data sources, internal assessments, valuation assumptions asserted by counterparties, certain assumptions regarding contract provisions, and management judgment.
For derivative litigation actions which may result in a potential recovery to the Company (“Affirmative Litigations”), the largest of which are listed and described inNote 12 – Legal Proceedings, estimated recoveries are recorded at zero unless the Company has reached agreements in principle with the corresponding counterparties, in which case the recovery value is recorded at the agreed amounts.
Resolved derivative claims are recorded in Liabilities Subject to Compromise at values agreed by the Company. Estimates for unresolved derivatives claims are not recorded in the Balance Sheets.
Derivative claims recorded by LBSF include LBSF’s obligations under the RACERS swaps (refer to Section IV.I.b of the Disclosure Statement).
Between April 5, 2018 and June 30, 2018, the Company collected $29 million, primarily as a result of settlements related to special purpose vehicles.
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Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 6 – Receivables from Debtors and Debtor-Controlled Entities and Other Assets
Receivables from Debtors and Debtor-Controlled Entities and Other Assets includes: (i) $223 million related to certain post-petition activities between and among Debtors and Debtor-Controlled Entities, with the corresponding liabilities reflected in Payables to Debtors and Debtor-Controlled Entities and Other Liabilities, and (ii) $395 million of other assets.
The following table summarizes the main components of Receivables from Debtors and Debtor-Controlled Entities and Other Assets as of June 30, 2018:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Debtors | | | Debtor- Controlled Entities | | | Total Debtors and Debtor- Controlled Entities | |
$ in millions | | LBHI | | | LCPI | | | LBSF | | | Other Debtors | | | Total | |
Secured Notes (1) | | $ | — | | | $ | — | | | $ | — | | | $ | 42 | | | $ | 42 | | | $ | 69 | | | $ | 111 | |
Fundings and other activities(2) | | | 60 | | | | 0 | | | | 0 | | | | 0 | | | | 60 | | | | 53 | | | | 112 | |
| | | | | | | | | | | | |
Receivables from Debtors and Debtor-Controlled Entities | | | 60 | | | | 0 | | | | 0 | | | | 42 | | | | 101 | | | | 122 | | | | 223 | |
| | | | | | | |
Receivable related to Fenway(3) | | | 79 | | | | — | | | | — | | | | — | | | | 79 | | | | — | | | | 79 | |
Affiliate Claims (4) | | | 176 | | | | — | | | | 8 | | | | 0 | | | | 184 | | | | 0 | | | | 184 | |
Receivable from Brookfield(5) | | | 52 | | | | — | | | | — | | | | — | | | | 52 | | | | — | | | | 52 | |
Investment in LPTSI(5) | | | 62 | | | | — | | | | — | | | | — | | | | 62 | | | | — | | | | 62 | |
Other | | | 8 | | | | 0 | | | | (0 | ) | | | 0 | | | | 8 | | | | 10 | | | | 18 | |
| | | | | | | | | | | | |
Total Other Assets | | | 376 | | | | 0 | | | | 8 | | | | 1 | | | | 385 | | | | 10 | | | | 395 | |
| | | | | | | | | | | | |
| | | | | | | |
Total Receivables from Debtors and Debtor-Controlled Entities and Other Assets | | $ | 436 | | | $ | 0 | | | $ | 8 | | | $ | 42 | | | $ | 486 | | | $ | 132 | | | $ | 618 | |
| | | | | | | | | | | | |
| (i) | a loan to LBHI from a Debtor-Controlled Entity of $69 million, secured by LBHI assets; and |
| (ii) | a loan to LCPI from LBCC of $42 million, secured by LCPI assets. |
(2) | Includes $60 million primarily related to cost allocations and fundings (e.g. capital calls) by LBHI. |
(3) | Represents unsecured claims asserted by LBHI against LCPI based on the Fenway transactions, as disclosed in Section 6.5(h) of the Plan, net of $151 million of payments received by LBHI as a result of Plan Distributions. |
(4) | Represents $184 million of claims againstNon-Controlled Affiliates acquired through settlements with third parties valued at estimated recoveries, net of distributions. The largest components of Affiliate Claims, at the admitted claim amounts prior to distributions, are shown below: |
| | | | | | | | |
in millions | | Local Currency | | | Admitted Claims in Local Currency | |
Lehman Brothers Finance S.A. | | | CHF | | | | 937 | |
Lehman Brothers Limited | | | GBP | | | | 66 | |
Storm Funding Ltd | | | GBP | | | | 1,783 | |
Lehman Brothers International (Europe) | | | GBP | | | | 36 | |
(5) | As previously disclosed, LBHI entered into an agreement on August 10, 2017 to sell Lehman Brothers U.K. Holdings (Delaware) Inc. (“LUK”) and Lehman Pass-Through Securities Inc. (“LPTSI”) to Brookfield Asset Management Inc. and certain of its affiliates (“Brookfield”). On August 31, 2017, LUK and LPTSI each filed a chapter 11 petition in the Bankruptcy Court and subsequently emerged from chapter 11 on March 8, 2018. As a result of LUK and LPTSI’s emergence from bankruptcy, LBHI converted its equity interests to preferred stock in each company. In June 2018, LBHI redeemed approximately $15 million of preferred stock in LUK, thereby reducing its investment in LUK to $0. As of June 30, 2018, LBHI held approximately $62 million of preferred stock of LPTSI and the right to receive up to $52 million of contingent, deferred consideration from Brookfield. |
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Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 6 – Receivables from Debtors and Debtor-Controlled Entities and Other Assets(continued)
Cost Allocations
Expenses related to obligations for certain administrative services and bankruptcy related costs are generally paid by LBHI, then allocated on a quarterly basis to Debtor and Debtor-Controlled Entities with material remaining inventory and/or unresolved claims. A revised methodology for allocating expenses was implemented for expenses disbursed beginning April 1, 2012 (the “Post-Effective Methodology”). The Post-Effective Methodology categorizes and allocates administrative expenses as follows:
(i) | Costs directly attributable to specific legal entities, such as dedicated staff costs and professional fees associated with assets or legal matters which benefit specific legal entities, are directly assigned to the corresponding legal entities; |
(ii) | Costs attributable to the support and management of specific asset and claim portfolios, such as asset management and claim staff, professional fees and technology costs to support the asset and claim portfolios, are allocated among legal entities based on the (a) pro rata ownership of inventory within each asset portfolio, and (b) pro rata claims for certain claim categories; |
(iii) | Costs associated with general claims mitigation, distributions, and other bankruptcy-related activities are allocated among Debtors based on outstanding unresolved claims and cumulative distributions; and |
(iv) | All remaining administrative costs are allocated among Debtors based on outstanding unresolved claims and estimated future distributions. |
The Company continually reviews the methodology for allocating costs, and adjustments are reflected in the Balance Sheets.
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Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 7 – Investments in Affiliates
Investments in Debtor-Controlled Entities are recorded in the Balance Sheets at book values. Investments in Debtor-Controlled Entities that have incurred cumulative net operating losses in excess of capital contributions are shown as negative amounts.
The earnings or losses of (i) Debtors owned by other Debtors (e.g. LBCS is a direct subsidiary of LBSF) or Debtor-Controlled Entities (e.g. LCPI is a direct subsidiary of Lehman ALI Inc. (“ALI”)), and (ii) Debtor-Controlled Entities owned by Debtors (e.g. ALI is a direct subsidiary of LBHI) are not eliminated in the Balance Sheets, and as a result, Investments in Affiliates reflect the earnings or losses of Debtors and certain Debtor-Controlled Entities more than once.
Adjustments to Investments in Affiliates may be required in future Balance Sheets (including write-downs and write-offs), as amounts ultimately realized may vary materially from amounts reflected on the Balance Sheets herein.
Debtor-Controlled Entities – Aurora Commercial Corp.
The investment in Aurora Commercial Corp. (formerly known as Aurora Bank FSB) (“Aurora”), a wholly-owned subsidiary of Lehman Brothers Bancorp Inc. (“LBB”), which is a wholly owned subsidiary of LBHI, is reflected in LBB’s Balance Sheets on a consolidated basis.
Aurora is a party to various litigation matters, primarily matters in which various counterparties have asserted claims against Aurora arising out of Aurora’s mortgage servicing operations. Aurora establishes accruals for loss contingencies as it becomes probable that a loss will be incurred and the amount of that loss can be estimated.
In August 2018, Aurora paid $41 million to finalize and settle litigation and claims regarding Aurora’s role in the origination, underwriting, purchase, and sale of residential mortgage loans prior to 2009.
The ultimate recovery value for Aurora, which may vary materially from the amount reflected on the Balance Sheets due to costs related to litigation, wind down and other potential liabilities, may be adjusted (including write-downs and write-offs) in future Balance Sheets.
Non-Controlled Affiliates
All investments inNon-Controlled Affiliates were written off in 2011 as the Company deemed recovery on these equity investments unlikely to occur due to the bankruptcy proceedings of these entities in their local jurisdictions.
Page 11
Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 8 – Due from/to Affiliates
Due from/to Affiliates represents (i) receivables related to transactions among Debtors, Debtor-Controlled Entities andNon-Controlled Affiliates (separately or collectively, “Affiliates”), and (ii) payables by Debtor-Controlled Entities to Debtors andNon-Controlled Affiliates. Certain balances are reflected in “Due from” and “Due to” as a result of the assignments of claims against the Debtor and therefore are not netted.
Due from/to Affiliates are recorded in the Balance Sheets at book values, and where applicable, these balances are recorded net of cash distributions. The Balance Sheets do not reflect potential realization or collectability reserves for Due from Affiliates balances nor estimates of potential additional payables to Affiliates. As a result, adjustments (including write-downs and write-offs) to Due from/to Affiliates, which are material, will be recorded in future Balance Sheets.
Page 12
Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 8 – Due from/to Affiliates(continued)
(a) Intercompany Balances Among Debtors and Debtor-Controlled Entities
The table below presents the Due from/to Debtors and Debtor-Controlled Entities balances as of June 30, 2108, and the related activity since the previously filed Quarterly Financial Report as of April 5, 2018:
| | | | | | | | | | | | | | | | |
| | | | | Activity 4/6/18—6/30/18 | |
$ in millions | | As of April 5, 2018 | | | Claim Assignments | | | Other | | | As of June 30, 2018 | |
Due From Controlled | | | | | | | | | | | | | | | | |
Debtors: | | | | | | | | | | | | | | | | |
Lehman Brothers Holdings Inc. | | $ | 19,555 | | | $ | 18 | | | $ | (7 | ) | | $ | 19,567 | |
Lehman Commercial Paper Inc. | | | 6,720 | | | | — | | | | — | | | | 6,720 | |
Lehman Brothers Special Financing Inc. | | | 362 | | | | — | | | | — | | | | 362 | |
Other Debtors | | | 0 | | | | — | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | | | | |
Subtotal Debtors | | | 26,637 | | | | 18 | | | | (7 | ) | | | 26,648 | |
| | | | |
Debtor-Controlled | | | 0 | | | | | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 26,637 | | | $ | 18 | | | $ | (7 | ) | | $ | 26,648 | |
| | | | | | | | | | | | | | | | |
| | | | |
Due To Controlled(1) | | | | | | | | | | | | | | | | |
Debtors: | | | | | | | | | | | | | | | | |
Lehman Brothers Holdings Inc. | | $ | 3,636 | | | $ | — | | | $ | (0 | ) | | $ | 3,636 | |
Lehman Commercial Paper Inc. | | | 2,950 | | | | 18 | | | | — | | | | 2,968 | |
Lehman Brothers Special Financing Inc. | | | 10,179 | | | | — | | | | — | | | | 10,179 | |
Other Debtors | | | 111 | | | | — | | | | — | | | | 111 | |
| | | | | | | | | | | | | | | | |
Subtotal Debtors | | | 16,875 | | | | 18 | | | | (0 | ) | | | 16,893 | |
| | | | |
Debtor-Controlled | | | 9,642 | | | | — | | | | (7 | ) | | | 9,635 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 26,517 | | | $ | 18 | | | $ | (7 | ) | | $ | 26,528 | |
| | | | | | | | | | | | | | | | |
(1) | “Due to Controlled” from Debtors balances are reflected in Liabilities Subject to Compromise on the June 30, 2018 Balance Sheets. |
Page 13
Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 8 – Due from/to Affiliates(continued)
(a) Intercompany Balances Among Debtors and Debtor-Controlled Entities (continued)
The following table presents a summary of Due from/to Debtors and Debtor-Controlled Entities for Debtors as of June 30, 2018:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | LBHI | | | LBSF | | | LCPI | | | Other Debtors | | | Total Debtors | |
$ in millions | | Due from | | | Due to | | | Due from | | | Due to | | | Due from | | | Due to | | | Due from | | | Due to | | | Due from | | | Due to | |
Lehman Brothers Holdings Inc | | $ | — | | | $ | — | | | $ | 172 | | | $ | (10,179 | ) | | $ | 3,016 | | | $ | (2,787 | ) | | $ | 0 | | | $ | (111 | ) | | $ | 3,187 | | | $ | (13,076 | ) |
LB Special Financing Inc | | | 10,179 | | | | (172 | ) | | | — | | | | — | | | | 0 | | | | (181 | ) | | | 0 | | | | 0 | | | | 10,179 | | | | (353 | ) |
Lehman Commercial Paper Inc | | | 2,787 | | | | (3,016 | ) | | | 181 | | | | (0 | ) | | | — | | | | — | | | | — | | | | 0 | | | | 2,968 | | | | (3,016 | ) |
Structured Asset Securities Corp | | | 52 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 52 | | | | — | |
LB Commodity Services Inc | | | 59 | | | | (0 | ) | | | — | | | | (0 | ) | | | — | | | | (0 | ) | | | — | | | | (0 | ) | | | 59 | | | | (0 | ) |
LB Commercial Corporation | | | (0 | ) | | | (0 | ) | | | (0 | ) | | | — | | | | (0 | ) | | | — | | | | 0 | | | | — | | | | (0 | ) | | | (0 | ) |
LB OTC Derivatives Inc | | | 0 | | | | — | | | | 0 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 0 | | | | — | |
Other Debtors | | | 0 | | | | — | | | | 0 | | | | — | | | | — | | | | — | | | | 0 | | | | (0 | ) | | | 0 | | | | (0 | ) |
RACERS Claims(1) | | | 569 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 569 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Debtors | | $ | 13,645 | | | $ | (3,187 | ) | | $ | 353 | | | $ | (10,179 | ) | | $ | 3,016 | | | $ | (2,968 | ) | | $ | 0 | | | $ | (111 | ) | | $ | 17,014 | | | $ | (16,445 | ) |
| | | | | | | | | | |
Lehman Ali Inc: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Lehman Ali Inc (PCO) | | | — | | | | — | | | | — | | | | — | | | | 1,934 | | | | — | | | | 0 | | | | — | | | | 1,934 | | | | — | |
LB I Group Inc: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
LB I Group Inc (PCO) | | | 1,532 | | | | — | | | | 6 | | | | — | | | | 43 | | | | — | | | | (0 | ) | | | — | | | | 1,582 | | | | — | |
LB Offshore Partners Ltd | | | 341 | | | | — | | | | — | | | | — | | | | 1 | | | | — | | | | 0 | | | | — | | | | 342 | | | | — | |
DL Mortgage Corp | | | — | | | | — | | | | 0 | | | | — | | | | 747 | | | | — | | | | — | | | | — | | | | 748 | | | | — | |
314 Commonwealth Ave Inc: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
314 Commonwealth Ave Inc (PCO) | | | 785 | | | | 0 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 0 | | | | 785 | | | | 0 | |
Other: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pami Ali LLC | | | 1,754 | | | | (0 | ) | | | 1 | | | | — | | | | 980 | | | | — | | | | — | | | | — | | | | 2,734 | | | | (0 | ) |
Luxembourg Finance S.a.r.l. | | | 167 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 167 | | | | — | |
Real Estate Private Equity Inc | | | 628 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 628 | | | | — | |
SMF No.1 Limited | | | 135 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 135 | | | | — | |
Repe LBREP LP, LLC | | | 185 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 185 | | | | — | |
Lehman Brothers Global Services Inc. | | | 49 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 49 | | | | — | |
| | | | | | | | | | |
Claims held by third parties(2) | | | — | | | | (448 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (448 | ) |
Other | | | 344 | | | | — | | | | 1 | | | | — | | | | — | | | | — | | | | — | | | | (0 | ) | | | 346 | | | | (0 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Debtor-Controlled Entities | | $ | 5,921 | | | $ | (448 | ) | | $ | 9 | | | $ | — | | | $ | 3,704 | | | $ | — | | | $ | 0 | | | $ | 0 | | | $ | 9,634 | | | $ | (448 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | |
Total | | $ | 19,567 | | | $ | (3,635 | ) | | $ | 362 | | | $ | (10,179 | ) | | $ | 6,720 | | | $ | (2,968 | ) | | $ | 0 | | | $ | (111 | ) | | $ | 26,648 | | | $ | (16,893 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
“PCO” – parent company only
(1) | Refer to Section IV.I.b of the Disclosure Statement for further information on the RACERS Claims. |
(2) | “Claims held by third parties” represent claims, net of distributions, originally held by LUK. |
Page 14
Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 8 – Due from/to Affiliates(continued)
(a) Intercompany Balances Among Debtors and Debtor-Controlled Entities (continued)
The following table presents a summary of Due from/to Affiliates balances for Debtor-Controlled Entities as of June 30, 2018:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Lehman ALI Inc. | | | LB I Group Inc. | | | 314 Commonwealth Ave. Inc. | | | Other Debtor- Controlled Entities | |
$ in millions | | Due from | | | Due to | | | Due from | | | Due to | | | Due from | | | Due to | | | Due from | | | Due to | |
| | | | |
Debtors: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Lehman Brothers Holdings Inc. | | $ | — | | | $ | (0 | ) | | $ | (0 | ) | | $ | (1,873 | ) | | $ | (0 | ) | | $ | (785 | ) | | $ | 0 | | | $ | (3,182 | ) |
Lehman Commercial Paper Inc. | | | — | | | | (1,934 | ) | | | — | | | | (791 | ) | | | — | | | | — | | | | — | | | | (980 | ) |
Lehman Brothers Special Financing Inc. | | | — | | | | — | | | | — | | | | (7 | ) | | | — | | | | — | | | | (0 | ) | | | (1 | ) |
| | | | | | | | | | | | | | | | |
Total Debtors | | $ | — | | | $ | (1,934 | ) | | $ | (0 | ) | | $ | (2,671 | ) | | $ | (0 | ) | | $ | (785 | ) | | $ | 0 | | | $ | (4,163 | ) |
| | | | | | | | |
Debtor-Controlled: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
314 Commonwealth Ave Inc | | $ | 45 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Lehman Ali Inc(1) | | | — | | | | — | | | | 0 | | | | — | | | | — | | | | (45 | ) | | | 174 | | | | — | |
Real Estate Private Equity Inc(1) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 218 | | | | (2 | ) |
LB I Group Inc. | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (319 | ) |
Pami ALI LLC | | | — | | | | (174 | ) | | | 292 | | | | — | | | | — | | | | — | | | | 1 | | | | (218 | ) |
Other | | | — | | | | (0 | ) | | | 28 | | | | (25 | ) | | | (0 | ) | | | 0 | | | | 2 | | | | (59 | ) |
| | | | | | | | | | | | | | | | |
Total Debtor-Controlled Entities | | $ | 45 | | | $ | (174 | ) | | $ | 319 | | | $ | (25 | ) | | $ | (0 | ) | | $ | (45 | ) | | $ | 395 | | | $ | (598 | ) |
| | | | | | | | | | | | | | | | |
Total | | $ | 45 | | | $ | (2,108 | ) | | $ | 319 | | | $ | (2,696 | ) | | $ | (0 | ) | | $ | (830 | ) | | $ | 395 | | | $ | (4,760 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | |
Non-Controlled Affiliates:(2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Lehman Brothers Holdings Intermediate 2 Ltd | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,037 | | | $ | — | |
LB UK RE Holdings Limited | | | — | | | | — | | | | — | | | | — | | | | 6 | | | | — | | | | — | | | | — | |
Other | | | 0 | | | | — | | | | 0 | | | | (1 | ) | | | — | | | | — | | | | 88 | | | | (26 | ) |
| | | | | | | | | | | | | | | | |
Total | | $ | 0 | | | $ | — | | | $ | 0 | | | $ | (1 | ) | | $ | 6 | | | $ | — | | | $ | 1,125 | | | $ | (26 | ) |
| | | | | | | | | | | | | | | | |
(1) | “Due from” balances at Other Debtor-Controlled Entities are related to receivables recorded by Pami ALI LLC. |
(2) | Certain “Due from” balances are recorded in the local currency of the respectiveNon-Controlled Affiliates and as a result, balances may fluctuate as a result of changes in foreign exchange rates. Due from/to Affiliates balances include both settled and unresolved balances withNon-Controlled Affiliates. |
Page 15
Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 8 – Due from/to Affiliates(continued)
(b) Intercompany balances among Debtors and Debtor-Controlled Entities andNon-Controlled Affiliates
The table below presents the Due from/toNon-Controlled Affiliates balances as of June 30, 2018, and the related activity since the previously filed Quarterly Financial Report as of April 5, 2018:
| | | | | | | | | | | | | | | | | | | | |
| | | | | Activity 4/6/18—6/30/18 | | | | |
$ in millions | | As of April 5, 2018 | | | Cash Receipts | | | Claim Assignments | | | Other (1) | | | As of June 30, 2018 | |
Due FromNon-Controlled | | | | | | | | | | | | | | | | | | | | |
Debtors: | | | | | | | | | | | | | | | | | | | | |
Lehman Brothers Holdings Inc. | | $ | 17,198 | | | $ | (30 | ) | | $ | — | | | $ | (471 | ) | | $ | 16,698 | |
Lehman Commercial Paper Inc. | | | 134 | | | | (1 | ) | | | — | | | | 0 | | | | 133 | |
Lehman Brothers Special Financing Inc. | | | 679 | | | | (0 | ) | | | — | | | | 0 | | | | 679 | |
Other Debtors | | | 249 | | | | (0 | ) | | | — | | | | 0 | | | | 248 | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal Debtors | | | 18,260 | | | | (32 | ) | | | — | | | | (470 | ) | | | 17,758 | |
| | | | | |
Debtor-Controlled | | | 1,246 | | | | (41 | ) | | | — | | | | (73 | ) | | | 1,132 | |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 19,506 | | | $ | (73 | ) | | $ | — | | | $ | (543 | ) | | $ | 18,890 | |
| | | | | | | | | | | | | | | | | | | | |
Due ToNon-Controlled(2) | | | | | | | | | | | | | | | | | | | | |
Debtors: | | | | | | | | | | | | | | | | | | | | |
Lehman Brothers Holdings Inc. | | $ | 31,807 | | | $ | — | | | $ | (5 | ) | | $ | 0 | | | $ | 31,801 | |
Lehman Commercial Paper Inc. | | | 463 | | | | — | | | | (18 | ) | | | — | | | | 444 | |
Lehman Brothers Special Financing Inc. | | | 784 | | | | — | | | | — | | | | 0 | | | | 784 | |
Other Debtors | | | 1 | | | | — | | | | — | | | | — | | | | 1 | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal Debtors | | | 33,054 | | | | — | | | | (24 | ) | | | 0 | | | | 33,031 | |
| | | | | |
Debtor-Controlled | | | 28 | | | | — | | | | — | | | | (0 | ) | | | 27 | |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 33,082 | | | $ | — | | | $ | (24 | ) | | $ | (0 | ) | | $ | 33,058 | |
| | | | | | | | | | | | | | | | | | | | |
(1) | Other primarily includes the negative impact of movements in foreign exchange rates, primarily related to the Swiss Franc and British Pound, calculated on the historical net receivable balances. |
(2) | “Due toNon-Controlled” balances from Debtors are included in Liabilities Subject to Compromise herein. |
Page 16
Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 8 – Due from/to Affiliates (continued)
(b) Intercompany balances among Debtors and Debtor-Controlled Entities andNon-Controlled Affiliates (continued)
The following table presents a summary of Due from/toNon-Controlled Affiliates for Debtors as of June 30, 2018:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | LBHI | | | LBSF | | | LCPI | | | Other Debtors | | | Total Debtors | |
$ in millions | | Due from | | | Due to | | | Due from | | | Due to | | | Due from | | | Due to | | | Due from | | | Due to | | | Due from | | | Due to | |
Europe | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Lehman Brothers Treasury Co B.V.(1) | | $ | 2,083 | | | $ | (22,166 | ) | | $ | 650 | | | $ | — | | | $ | — | | | $ | — | | | $ | 101 | | | $ | — | | | $ | 2,834 | | | $ | (22,166 | ) |
Lehman Brothers Finance S.A. | | | 8,710 | | | | (679 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 8,710 | | | | (679 | ) |
Lehman Brothers Bankhaus A.G. | | | (0 | ) | | | — | | | | — | | | | 0 | | | | — | | | | — | | | | (0 | ) | | | — | | | | (0 | ) | | | 0 | |
LB UK RE Holdings Limited | | | 634 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 634 | | | | — | |
Lehman Brothers (Luxembourg) S.A. | | | 339 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 339 | | | | — | |
Thayer Properties Limited | | | 173 | | | | — | | | | — | | | | — | | | | — | | | | (0 | ) | | | — | | | | — | | | | 173 | | | | (0 | ) |
LB (PTG) Ltd | | | 109 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 109 | | | | — | |
LB Lease & Finance No.1 Ltd | | | (0 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0 | ) | | | — | |
LB (Luxembourg) Equity Finance S.A | | | 34 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 34 | | | | — | |
Longmeade Limited | | | 7 | | | | — | | | | — | | | | — | | | | — | | | | (23 | ) | | | — | | | | — | | | | 7 | | | | (23 | ) |
LB RE Financing No.2 Limited | | | 0 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 0 | | | | — | |
Lehman Brothers Limited | | | — | | | | (234 | ) | | | — | | | | (2 | ) | | | — | | | | (1 | ) | | | — | | | | (0 | ) | | | — | | | | (237 | ) |
Lehman Brothers International (Europe)(2) | | | 367 | | | | (662 | ) | | | — | | | | (527 | ) | | | — | | | | — | | | | — | | | | 0 | | | | 367 | | | | (1,189 | ) |
Eldon Street Holdings Limited | | | — | | | | (20 | ) | | | — | | | | — | | | | — | | | | (0 | ) | | | — | | | | (0 | ) | | | — | | | | (20 | ) |
LB RE Financing No.3 Limited | | | 431 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 431 | | | | — | |
LB Holdings Intermediate 2 Ltd | | | — | | | | (196 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (196 | ) |
Wood Street Investments Ltd | | | — | | | | (178 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (178 | ) |
Storm Funding Ltd | | | — | | | | (96 | ) | | | — | | | �� | (3 | ) | | | — | | | | (33 | ) | | | — | | | | — | | | | — | | | | (132 | ) |
| | | | | | | | | | |
Asia | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sunrise Finance Co. Ltd | | | 991 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 991 | | | | — | |
LB Commercial Corp. Asia Limited | | | 765 | | | | — | | | | — | | | | — | | | | — | | | | (1 | ) | | | — | | | | — | | | | 765 | | | | (1 | ) |
Lehman Brothers Holdings Japan Inc. | | | 834 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 834 | | | | — | |
LB Asia Pacific (Singapore) PTE | | | 270 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 270 | | | | — | |
Lehman Brothers Japan Inc. | | | 0 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0 | ) | | | — | | | | (0 | ) | | | — | |
LB Asia Capital Company | | | 341 | | | | — | | | | 29 | | | | — | | | | 132 | | | | — | | | | 147 | | | | — | | | | 648 | | | | — | |
LB Investments PTE Ltd | | | 254 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 254 | | | | — | |
LB Securities Asia Limited | | | 0 | | | | (10 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 0 | | | | (10 | ) |
| | | | | | | | | | |
Other | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Claims held by third parties(3) | | | — | | | | (7,460 | ) | | | — | | | | (183 | ) | | | — | | | | (385 | ) | | | — | | | | (0 | ) | | | — | | | | (8,029 | ) |
Other | | | 357 | | | | (99 | ) | | | 0 | | | | (68 | ) | | | 1 | | | | (2 | ) | | | — | | | | (1 | ) | | | 359 | | | | (170 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 16,698 | | | $ | (31,801 | ) | | $ | 679 | | | $ | (784 | ) | | $ | 133 | | | $ | (444 | ) | | $ | 248 | | | $ | (1 | ) | | $ | 17,758 | | | $ | (33,031 | ) |
| | | | | | | | | | | | | | | | | | | | |
(1) | LBT is included in the defined term“Non-Controlled Affiliates,” but LBHI has no direct or indirect equity interest in LBT. |
(2) | LBHI owns allowed claims against LBIE in the aggregate face amount of £644 million. |
Page 17
Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 8 – Due from/to Affiliates(continued)
(b) Intercompany balances among Debtors and Debtor-Controlled Entities andNon-Controlled Affiliates (continued)
(3) | “Claims held by third parties” represent claims against Debtors, net of distributions, originally held byNon-Controlled Affiliates, according to their respective settlement agreements with the Company, that are currently held by third parties, including: |
| | | | | | | | | | | | | | | | |
($ in millions) | | | | | | | | | | | | |
Original creditor | | LBHI | | | LBSF | | | LCPI | | | Total | |
Lehman Brothers Bankhaus A.G. | | | $ (4,806) | | | | $(104) | | | | $(257) | | | | $(5,166) | |
Lehman Brothers Securities NV | | | (493 | ) | | | (44 | ) | | | — | | | | (537 | ) |
Storm Funding Ltd | | | (511 | ) | | | — | | | | — | | | | (511 | ) |
LB Asia Capital Company | | | (398 | ) | | | — | | | | — | | | | (398 | ) |
Eldon Street Holdings Limited | | | (395 | ) | | | — | | | | — | | | | (395 | ) |
Lehman Re Limited | | | (278 | ) | | | (15 | ) | | | (87 | ) | | | (381 | ) |
LB Securities Asia Limited | | | (126 | ) | | | — | | | | — | | | | (126 | ) |
Lehman Brothers Asia Limited | | | (119 | ) | | | — | | | | — | | | | (119 | ) |
Lehman Brothers Futures Asia Limited | | | (56 | ) | | | — | | | | — | | | | (56 | ) |
Lehman Brothers Asia Holdings Limited | | | — | | | | (21 | ) | | | (41 | ) | | | (62 | ) |
LB (Luxembourg) Equity Finance S.A. | | | (84 | ) | | | | | | | | | | | (84 | ) |
Lehman Brothers International (Europe) | | | (54 | ) | | | | | | | | | | | (54 | ) |
Other | | | (140 | ) | | | — | | | | — | | | | (140 | ) |
| | | | | | | | | | | | | | | | |
Total Claims held by third parties | | $ | (7,460 | ) | | $ | (183 | ) | | $ | (385 | ) | | $ | (8,029 | ) |
| | | | | | | | | | | | | | | | |
The following table presents, on an aggregate basis for Debtors and Debtor-Controlled Entities, admitted claims (including statutory interest paid to date), collections to date fromNon-Controlled Affiliates, and aggregate estimated remaining recoveries (including statutory interest):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | Estimated Recoveries(5) | |
$ in millions | | Local Currency | | | Admitted Claims in Local Currency | | | Collections To Date in Local Currency (3) | | | Admitted and Unsettled Filed Claims in USD(4) | | | Collections To Date in USD(3) | | | Net Receivables in USD | | | LBHI | | | Other Debtors | | | Debtor- Controlled Entities | | | Total | |
Europe | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Lehman Brothers Finance S.A. | | | CHF | | | | 10,153 | | | | (1,540 | ) | | | 10,263 | | | | (1,553 | ) | | | 8,710 | | | | | | | | | | | | | | | | | |
Lehman Brothers Treasury Co B.V. | | | USD | | | | 4,342 | | | | (1,621 | ) | | | 4,342 | | | | (1,621 | ) | | | 2,721 | | | | | | | | | | | | | | | | | |
Lehman Brothers Treasury Co B.V.(1) | | | Various | | | | — | | | | — | | | | 113 | | | | — | | | | 113 | | | | | | | | | | | | | | | | | |
LB UK RE Holdings Limited | | | GBP | | | | 1,188 | | | | (702 | ) | | | 1,567 | | | | (926 | ) | | | 641 | | | | | | | | | | | | | | | | | |
Lehman Brothers (Luxembourg) S.A. | | | EUR | | | | 759 | | | | (468 | ) | | | 886 | | | | (546 | ) | | | 339 | | | | | | | | | | | | | | | | | |
Lehman Brothers International (Europe) | | | GBP | | | | 646 | | | | (646 | ) | | | 1,223 | | | | (855 | ) | | | 368 | | | | | | | | | | | | | | | | | |
LB RE Financing No.3 Limited | | | GBP | | | | 353 | | | | (27 | ) | | | 466 | | | | (35 | ) | | | 431 | | | | | | | | | | | | | | | | | |
LB Commercial Mortgage Conduit Ltd | | | GBP | | | | 240 | | | | (240 | ) | | | 317 | | | | (317 | ) | | | — | | | | | | | | | | | | | | | | | |
Thayer Properties Limited | | | GBP | | | | 172 | | | | (41 | ) | | | 226 | | | | (54 | ) | | | 173 | | | | | | | | | | | | | | | | | |
LB (PTG) Ltd | | | GBP | | | | 170 | | | | (87 | ) | | | 224 | | | | (115 | ) | | | 109 | | | | | | | | | | | | | | | | | |
Lehman Brothers Holdings Plc | | | GBP | | | | 57 | | | | (26 | ) | | | 76 | | | | (35 | ) | | | 41 | | | | | | | | | | | | | | | | | |
LB (Luxembourg) Equity Finance S.A | | | EUR | | | | 96 | | | | (67 | ) | | | 112 | | | | (78 | ) | | | 34 | | | | | | | | | | | | | | | | | |
Longmeade Limited | | | GBP | | | | 43 | | | | (19 | ) | | | 57 | | | | (26 | ) | | | 31 | | | | | | | | | | | | | | | | | |
Lehman Brothers Holdings Intermediate 2 Ltd | | | GBP | | | | 658 | | | | (658 | ) | | | 1,905 | | | | (868 | ) | | | 1,037 | | | | | | | | | | | | | | | | | |
Other | | | | | | | | | | | | | | | 278 | | | | (197 | ) | | | 81 | | | | | | | | | | | | | | | | | |
Recoveries of Prior Guarantee Distributions (2) | | | | | | | | | | | | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Europe | | | | | | | | | | | | | | | 33,235 | | | | (18,406 | ) | | | 14,829 | | | | 1,434 | | | | 21 | | | | 949 | | | | 2,404 | |
Asia | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sunrise Finance Co. Ltd | | | JPY | | | | 234,022 | | | | (124,126 | ) | | | 2,110 | | | | (1,119 | ) | | | 991 | | | | | | | | | | | | | | | | | |
Lehman Brothers Holdings Japan Inc. | | | JPY | | | | 178,617 | | | | (86,155 | ) | | | 1,611 | | | | (777 | ) | | | 834 | | | | | | | | | | | | | | | | | |
LB Asia Capital Company | | | HKD | | | | 6,398 | | | | (1,312 | ) | | | 815 | | | | (167 | ) | | | 648 | | | | | | | | | | | | | | | | | |
LB Asia Pacific (Singapore) PTE | | | USD | | | | 621 | | | | (352 | ) | | | 621 | | | | (352 | ) | | | 269 | | | | | | | | | | | | | | | | | |
LB Commercial Corp. Asia Limited | | | HKD | | | | 14,769 | | | | (8,771 | ) | | | 1,883 | | | | (1,118 | ) | | | 765 | | | | | | | | | | | | | | | | | |
LB Investments PTE Ltd | | | USD | | | | 543 | | | | (289 | ) | | | 543 | | | | (289 | ) | | | 254 | | | | | | | | | | | | | | | | | |
GKI Development Inc. | | | KRW | | | | 103,363 | | | | (91,427 | ) | | | 93 | | | | (82 | ) | | | 11 | | | | | | | | | | | | | | | | | |
Lehman Brothers Australia Ltd | | | AUD | | | | 111 | | | | (66 | ) | | | 82 | | | | (49 | ) | | | 33 | | | | | | | | | | | | | | | | | |
Sail Investor PTE Ltd | | | USD | | | | 63 | | | | (60 | ) | | | 63 | | | | (60 | ) | | | 3 | | | | | | | | | | | | | | | | | |
Other | | | | | | | | | | | | | | | 11,150 | | | | (10,898 | ) | | | 253 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Asia | | | | | | | | | | | | | | | 22,228 | | | | (18,167 | ) | | | 4,061 | | | | 153 | | | | 1 | | | | 0 | | | | 155 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | |
Total | | | | | | | | | | | | | | $ | 55,463 | | | $ | (36,573 | ) | | $ | 18,890 | | | $ | 1,588 | | | $ | 22 | | | $ | 949 | | | $ | 2,559 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Page 18
Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 8 – Due from/to Affiliates(continued)
(b) Intercompany balances among Debtors and Debtor-Controlled Entities andNon-Controlled Affiliates (continued)
(1) | Represents claims against LBT that were admitted in eight different currencies. |
(2) | The Company expects certain Allowed Guarantee Claims against LBHI to be deemed satisfied in full based on future distributions or other consideration received by a creditor on the corresponding primary claims by the underlying primary obligor (refer toNote 11 – Liabilities Subject to Compromise for additional information). |
(3) | “Collections to Date in Local Currency” and “Collections to Date in USD” include distributions received on the claims prior to the assignments of the claims to LBHI and Debtor-Controlled Entities. |
(4) | “Admitted and Unsettled Filed Claims in USD” includes estimated recoveries on subordinated receivables and statutory interest. |
(5) | Refer to Basis of Presentation in section “IV. Cash Flow Estimates” herein for further information on the estimated recoveries fromNon-Controlled Affiliates. |
(6) | Other claims against Lehman Brothers Finance S.A., Bankhaus, LBT and LBIE, acquired through settlements with third parties are included in Affiliate Claims receivables in the Balance Sheets (refer toNote 6 – Receivables from Debtors and Debtors-Controlled Entities and Other Assets for additional information). |
Page 19
Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 8 – Due from/to Affiliates(continued)
(c) Settlements withNon-Controlled Affiliates
Joint Venture to Facilitate Resolution of LBIE Claims
On January 31, 2014, Lehman Brothers Holdings Intermediate 2 Ltd. (“LBHI2”), aNon-Controlled Affiliate, LBHI, and Elliott Management Corporation and King Street Capital Management, L.P. (together, the “Funds”) entered into definitive documentation and consummated a joint venture to facilitate the resolution of LBIE claims (the “Joint Venture”):
| • | | LBHI2 contributed to the Joint Venture its admitted senior claim of GBP 36.3 million (“Senior Claim”), subordinated claims of GBP 1.24 billion (“Sub Debt”), and the economic interest in its preferred equity (“Preferred Equity”) in LBIE. |
| • | | The Funds paid approximately GBP 650 million to LBHI2 (by way of a capital contribution to the Joint Venture) and contributed to the Joint Venture the distributions on their claims against LBIE (approximately GBP 2.6 billion face as of January 31, 2014) in excess of the principal amount plus post-administration interest at 8% per year. LBHI2’s final recoveries and distributions will be determined following the resolution of the LBIE estate. |
The Joint Venture includes a joint recovery pool governed by a specific sharing formula. Subject to certain adjustments, which could be material, all recoveries from the Sub Debt, Senior Claim, Preferred Equity, and the Funds’ contribution are split as follows:
(a) | 100% to the Funds up to the Tier 1 Pool Threshold Amount; |
(b) | For recoveries between the Tier 1 Pool Threshold Amount up to the Tier 2 Pool Threshold Amount, 70% to the Funds and 30% to LBHI2; |
(c) | For recoveries between the Tier 2 Pool Threshold Amount up to the Tier 3 Pool Threshold Amount, 50% to the Funds and 50% to LBHI2; and |
(d) | For recoveries above the Tier 3 Pool Threshold Amount, 25% to the Funds and 75% to LBHI2. |
The “Tier 1 Pool Threshold Amount” is GBP 650 million. The “Tier 2 Pool Threshold Amount” is GBP 1.3 billion plus interest calculated at the simple rate of 2.25% from November 30, 2013 through September 3, 2018; thereafter, interest is calculated at the simple rate of 1.25%. The “Tier 3 Pool Threshold Amount” is GBP 2.2 billion plus interest calculated at the simple rate of 4.25% from November 30, 2013 through September 3, 2018; thereafter, interest is calculated at the simple rate of 2.5%.
A detailed summary of the terms of the parties’ commitments and the Joint Venture is available at www.lehman-docket.com in the Key Documents section.
If LBIE makes distributions on the Preferred Equity before aggregate distributions from the Joint Venture to the Funds and LBHI2 have reached GBP 2.2 billion (plus interest), then, in certain circumstances, LBHI2, Luxembourg Finance S.a.r.l. (“Lux Finance”) and LBHI shall be obligated to make payments to preserve the economic terms of the transaction as if 100% of the Preferred Equity proceeds had been transferred by LBHI2 to the Joint Venture.
Receivables from LBHI2:
| • | | Lux Finance’s receivable from LBHI2 was formally admitted by the Administrators of LBHI2 in August 2017 as an unsecured claim for £515 million. Lux Finance received a payment of £658 million on September 6, 2017, which reflected payment of the unsecured claim in full plus statutory interest of £143 million. Lux Finance received a payment of £177 million on September 13, 2018, in full satisfaction of its claim. |
| • | | Lehman Brothers Holdings Scottish LP 3 (“SLP3”) has receivables from LBHI2, which are contingent on the legal resolution of the relative ranking ofsub-debt issued by LBHI2. As a result of estimated distributions to LBHI2 following the court sanction of the scheme of arrangement proposed by LBIE’s joint administrators, the Company has recorded in the June 30, 2018 Balance Sheets an estimate of the recoveries on SLP3’s $6.139 billion subordinated receivables from LBHI2 (“SLP3 Sub Rec”). |
| • | | Currently, LBHI is the indirect parent and the beneficiary of any proceeds paid pursuant to the SLP3 Sub Rec. |
| • | | In addition, the Company has receivables from certainNon-Controlled Affiliates that have claims against LBHI2. |
Page 20
Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 9 – Payables to Debtors and Debtor-Controlled Entities and Other Liabilities
Payables to Debtors and Debtor-Controlled Entities and Other Liabilities includes: (i) $223 million related to certain post-petition activities between and among Debtors and Debtor-Controlled Entities, with the corresponding assets reflected in Receivables from Debtors and Debtor-Controlled Entities and Other Assets and (ii) $86 million of other liabilities.
The following table summarizes the main components of Payables to Debtors and Debtor-Controlled Entities and Other Liabilities as of June 30, 2018:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Debtors | | | Debtor- | | | Total Debtors and Debtor- | |
$ in millions | | LBHI | | | LCPI | | | LBSF | | | Other Debtors | | | Total | | | Controlled Entities | | | Controlled Entities | |
Secured Notes (1) | | $ | 69 | | | $ | 42 | | | $ | — | | | $ | — | | | $ | 111 | | | $ | — | | | $ | 111 | |
Fundings and other activities(2) | | | 53 | | | | 6 | | | | 22 | | | | 11 | | | | 91 | | | | 21 | | | | 112 | |
| | | | | | | | | | | | |
Payables to Controlled Affiliates | | | 122 | | | | 48 | | | | 22 | | | | 11 | | | | 202 | | | | 21 | | | | 223 | |
| | | | | | | |
Distributions on Allowed Claims (not remitted) | | | 4 | | | | 0 | | | | 0 | | | | 0 | | | | 4 | | | | — | | | | 4 | |
Other | | | 19 | | | | 9 | | | | 0 | | | | 1 | | | | 29 | | | | 53 | | | | 82 | |
| | | | | | | | | | | | |
Total Other Liabilities | | | 23 | | | | 9 | | | | 0 | | | | 1 | | | | 33 | | | | 53 | | | | 86 | |
| | | | | | | | | | | | |
| | | | | | | |
Total Payables to Controlled Affiliates and other liabilities | | $ | 145 | | | $ | 57 | | | $ | 22 | | | $ | 12 | | | $ | 235 | | | $ | 74 | | | $ | 309 | |
| | | | | | | | | | | | |
Refer toNote 6—Receivables from Debtors and Debtor-Controlled Entities and Other Assets for footnote 1 through 2 explanations.
Page 21
Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 10 – Taxes Payable
Taxes payable is an estimate of tax liabilities, net of the estimated impact of any refund claims, deposits and net operating losses (“NOL”). Taxes payable have been allocated among the members of the LBHI Tax Group pursuant to the Debtor Allocation Agreement (the “DAA”) (see below for further information).
As of June 30, 2018, the Company has recorded an estimate of $92 million for potentialpre- and post-petition amounts owed to federal, state, local and international taxing authorities, net of expected refund claims. Between April 5, 2018 and June 30, 2018, the Company decreased its tax payable estimate by approximately $50 million as a result of further progress with global audits.
On August 17, 2018, the Company received the final IRS refund settlement pertaining to the closure of the 1997-2010 audit cycle, which represents the recovery of all amounts remaining on deposit with the IRS; the Company does not anticipate any further refunds from the IRS.
Debtor Allocation Agreement
The Debtor Allocation Agreement, which became effective on the Effective Date, addresses the relationship among the Debtors and certain Affiliates with respect to consolidated federal/combined state/local income taxes forpre-petition and post-petition years. Pursuant to the DAA, any tax receivables or payables related topre-petition, consolidated group taxes, including the IRS refund, are treated as allowedpre-petition claims between LBHI and other Debtors and Debtor-Controlled Entities and subject toset-off or recoupment.
Net Operating Losses
The NOLs of the LBHI Tax Group (including Debtor-Controlled Entities) are subject to audit and adjustment by the IRS and primarily expire in or about 2028. Substantially all of the LBHI Tax Group’s current consolidated net operating loss carryovers are attributable to the Debtors. The Plan provides for an orderly liquidation of the Debtors. As previously disclosed in the Company’s Quarterly Financial Report as of March 31, 2012 [Docket No. 29731], the LBHI Tax Group received a private letter ruling from the IRS in connection with the Plan going effective that stated (i) the liquidation of the Debtors for U.S. federal income tax purposes may occur over an extended period, and (ii) the reduction of the LBHI Tax Group’s NOLs as a result of the discharge of debt pursuant to the Plan generally would not occur until completion of the liquidation. All remaining Debtor NOLs not previously utilized to absorb taxable income of the LBHI Tax Group are expected to be fully utilized to offset the discharge of debt on the final date of liquidation of the Debtors.
Tax Reform 2017
The financials include the impact of the Tax Cuts and Jobs Act (“TCJA”) which was signed into law on December 22, 2017. The final impact of the TCJA may differ from these estimates after further refinement of the Company’s calculations and additional guidance that may be issued by the U.S. Department of Treasury. As of the date of this filing, the Company does not expect the TCJA to have a material impact on the Company’s estimates of future tax liabilities.
Page 22
Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 11 – Liabilities Subject to Compromise
The Company has excluded from these Balance Sheets any estimates of the unresolved claims to be allowed, as the majority of these claims are subject to litigation.
The table below presents the Allowed Claims activity by Debtor and by Class:
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
$ in millions | | | | | Activity during period ended June 30, 2018 | | | | |
Debtor Class | | | Designation | | Allowed Claims at April 5, 2018 (1) | | | Allowed Claims | | | Claims Satisfied in Full & Other(2) | | | Allowed Claims at June 30, 2018 (1) (3) | |
| Lehman Brothers Holdings Inc. | | | | | | | | | | | | | | | | |
| 3 | | | Senior Unsecured | | $ | 83,744 | | | $ | — | | | $ | — | | | $ | 83,744 | |
| 4A | | | Senior Affiliate Claims | | | 58,816 | | | | — | | | | — | | | | 58,816 | |
| 4B | | | Senior Affiliate Guarantee | | | 10,991 | | | | — | | | | — | | | | 10,991 | |
| 5 | | | Senior Third-Party Guarantee | | | 31,991 | | | | — | | | | (2 | ) | | | 31,990 | |
| 7 | | | General Unsecured | | | 5,809 | | | | — | | | | — | | | | 5,809 | |
| 8 | | | Affiliate Claims | | | 498 | | | | — | | | | — | | | | 498 | |
| 9A | | | Third Party Guarantee Claims other than of the RACERS Trusts | | | 19,151 | | | | — | | | | (0 | ) | | | 19,151 | |
| 9B | | | Third Party Guarantee Claims of the RACERS Trusts | | | 1,948 | | | | — | | | | — | | | | 1,948 | |
| 10A | | | Subordinated Class 10A Claims | | | 3,399 | | | | — | | | | — | | | | 3,399 | |
| 10B | | | Subordinated Class 10B Claims | | | 10,330 | | | | — | | | | — | | | | 10,330 | |
| 10C | | | Subordinated Class 10C Claims | | | 1,493 | | | | — | | | | — | | | | 1,493 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | Total | | $ | 228,171 | | | $ | — | | | $ | (2 | ) | | $ | 228,169 | |
| Lehman Commercial Paper Inc. | | | | | | | | | | | | | | | | |
| 4A | | | General Unsecured Claims other than those of Designated Entities | | $ | 1,539 | | | $ | — | | | $ | — | | | $ | 1,539 | |
| 4B | | | General Unsecured Claims of Designated Entities | | | 5,230 | | | | — | | | | — | | | | 5,230 | |
| 5A | | | Affiliate Claims of LBHI | | | 13,738 | | | | — | | | | — | | | | 13,738 | |
| 5B | | | Affiliate Claims of Participating Subsidiary Debtors | | | 5 | | | | — | | | | — | | | | 5 | |
| 5C | | | Affiliate Claims other than those of Participating Subsidiary Debtors | | | 5,127 | | | | — | | | | — | | | | 5,127 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | Total | | $ | 25,639 | | | $ | — | | | $ | — | | | $ | 25,639 | |
| Lehman Brothers Special Financing Inc. | | | | | | | | | | | | | | | | |
| 4A | | | General Unsecured Claims other than those of Designated Entities | | $ | 19,474 | | | $ | — | | | $ | (0 | ) | | $ | 19,473 | |
| 4B | | | General Unsecured Claims of Designated Entities | | | 1,948 | | | | — | | | | — | | | | 1,948 | |
| 5A | | | Affiliate Claims of LBHI | | | 15,173 | | | | — | | | | — | | | | 15,173 | |
| 5B | | | Affiliate Claims of Participating Subsidiary Debtors | | | 522 | | | | — | | | | — | | | | 522 | |
| 5C | | | Affiliate Claims other than those of Participating Subsidiary Debtors | | | 1,689 | | | | — | | | | — | | | | 1,689 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | Total | | $ | 38,804 | | | $ | — | | | $ | (0 | ) | | $ | 38,804 | |
| Lehman Brothers Commodity Services Inc. | | | | | | | | | | | | | | | | |
| 4 | | | General Unsecured Claims | | $ | 2,087 | | | $ | — | | | $ | — | | | $ | 2,087 | |
| 5A | | | Affiliate Claims of LBHI | | | 918 | | | | — | | | | — | | | | 918 | |
| 5B | | | Affiliate Claims of Participating Subsidiary Debtors | | | — | | | | — | | | | — | | | | — | |
| 5C | | | Affiliate Claims other than those of Participating Subsidiary Debtors | | | 20 | | | | — | | | | — | | | | 20 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | Total | | $ | 3,025 | | | $ | — | | | $ | — | | | $ | 3,025 | |
| BNC Mortgage LLC | | | | | | | | | | | | | | | | |
| 3 | | | General Unsecured Claims | | $ | 3 | | | $ | — | | | $ | — | | | $ | 3 | |
| 4A | | | Affiliate Claims of LBHI | | | — | | | | — | | | | — | | | | — | |
| 4B | | | Affiliate Claims other than those of LBHI | | | 1 | | | | — | | | | — | | | | 1 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | Total | | $ | 4 | | | $ | — | | | $ | — | | | $ | 4 | |
| Structured Asset Securities Corporation | | | | | | | | | | | | | | | | |
| 3 | | | General Unsecured Claims | | $ | 20 | | | $ | — | | | $ | — | | | $ | 20 | |
| 4A | | | Affiliate Claims of LBHI | | | 469 | | | | — | | | | — | | | | 469 | |
| 4B | | | Affiliate Claims other than those of LBHI | | | 0 | | | | — | | | | — | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | Total | | $ | 489 | | | $ | — | | | $ | — | | | $ | 489 | |
(1) | Represents claims that were eligible for distributions. |
Page 23
Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 11 – Liabilities Subject to Compromise(continued)
(2) | Represents allowed claims that were satisfied in full primarily through the combination of distributions from the primary obligor and guarantee distributions from LBHI. If an Allowed Guarantee Claim receives Distributions from LBHI combined with distributions or other consideration provided on account of the corresponding Primary Claim that exceed the amount of the Allowed Guarantee Claim, LBHI reserves the right to recover Distributions from LBHI in excess of the Allowed Guarantee Claim (“Prior Guarantee Distributions”). The Company has included its estimates for recoveries of Prior Guarantee Distributions fromNon-Controlled Affiliates in the Cash Flow Estimates as Recoveries fromNon-Controlled Affiliates. LBHI will continue to monitor Allowed Guarantee Claims that may become satisfied through subsequent distributions. This column also includes previously allowed claims that have been reclassified or withdrawn. |
(3) | LBHI is the holder of Allowed Claims against itself of approximately $21.4 billion, including: $1.2 billion of Class 3 Claims, $15.9 billion of Class 4A Claims, $0.4 billion of Class 4B Claims, $0.6 billion of Class 7 Claims, $1.2 billion of Class 9A Claims, and $1.9 billion of Class 9B Claims. |
The table below presents the remaining Disputed Claims by Debtor, by Class and by Primary Obligor as of June 30, 2018:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | $ in millions | |
Debtor/Class | | Total Number of Filed Claims | | | Number of Unliquidated Claims | | | Total Filed Amount | | | Estimate of Disputed Claims for Reserve Purposes(2) | | | Total Cash Reserves for Disputed Claims | |
| Lehman Brothers Holdings Inc. | | | | | | | | | | | | | | | | | | | | |
| | | | Administrative | | | 4 | | | | 4 | | | $ | — | | | $ | — | | | $ | — | |
| 1 | | | PriorityNon-Tax | | | 1 | | | | 1 | | | | — | | | | — | | | | — | |
| 2 | | | Secured | | | 3 | | | | 3 | | | | 6 | | | | — | | | | — | |
| 4A | | | Senior Affiliate Claims | | | 1 | | | | 1 | | | | — | | | | — | | | | — | |
| | | | | | |
| 5 | | | Senior Third-Party Guarantee(1) | | | 2 | | | | — | | | | 8 | | | | 5 | | | | 0 | |
| | | | LB UK Capital Funding II | | | 1 | | | | — | | | | 0 | | | | 0 | | | | 0 | |
| | | | LBIE | | | 1 | | | | — | | | | 8 | | | | 5 | | | | 0 | |
| | | | | | |
| 7 | | | General Unsecured | | | 4 | | | | 2 | | | | 1,115 | | | | 163 | | | | 28 | |
| | | | | | |
| 9A | | | Third Party Guarantee other than of the RACERS Trusts(1) | | | 150 | | | | 39 | | | | 3,168 | | | | 2,206 | | | | 135 | |
| | | | LBCS | | | 2 | | | | — | | | | 72 | | | | 72 | | | | 6 | |
| | | | LBF | | | 2 | | | | 1 | | | | 62 | | | | 62 | | | | 5 | |
| | | | LBIE | | | 95 | | | | 1 | | | | 1,944 | | | | 1,143 | | | | 48 | |
| | | | LBSF | | | 51 | | | | 37 | | | | 1,090 | | | | 929 | | | | 76 | |
| | | | | | | | | | | | |
| | | | Total | | | 165 | | | | 50 | | | $ | 4,298 | | | $ | 2,374 | | | $ | 163 | |
| | | | | |
| Lehman Brothers Special Financing Inc. | | | | | | | | | | | | | | | | | | | | |
| | | | Administrative | | | 2 | | | | 2 | | | $ | — | | | $ | — | | | $ | — | |
| 4A | | | General Unsecured Claims other than those of Designated Entities | | | 51 | | | | 24 | | | | 1,085 | | | | 924 | | | | 363 | |
| | | | | | | | | | | | |
| | | | Total | | | 53 | | | | 26 | | | $ | 1,085 | | | $ | 924 | | | $ | 363 | |
| | | | | |
| Lehman Brothers Commercial Corporation | | | | | | | | | | | | | | | | | | | | |
| 4 | | | General Unsecured Claims | | | 2 | | | | — | | | $ | 29 | | | $ | 29 | | | $ | 32 | |
| | | | | | | | | | | | |
| | | | Total | | | 2 | | | | — | | | $ | 29 | | | $ | 29 | | | $ | 32 | |
| | | | | |
| Lehman Brothers Commodity Services Inc. | | | | | | | | | | | | | | | | | | | | |
| 4 | | | General Unsecured Claims | | | 2 | | | | — | | | $ | 72 | | | $ | 72 | | | $ | 68 | |
| | | | | | | | | | | | |
| | | | Total | | | 2 | | | | — | | | $ | 72 | | | $ | 72 | | | $ | 68 | |
| | | | | |
| BNC Mortgage LLC | | | | | | | | | | | | | | | | | | | | |
| 3 | | | General Unsecured Claims | | | 8 | | | | 2 | | | $ | 27 | | | $ | 27 | | | $ | — | |
| | | | | | | | | | | | |
| | | | Total | | | 8 | | | | 2 | | | $ | 27 | | | $ | 27 | | | $ | — | |
| | | | | |
| Structured Asset Securities Corporation | | | | | | | | | | | | | | | | | | | | |
| | | | Administrative | | | 1 | | | | 1 | | | $ | — | | | $ | — | | | $ | — | |
| 3 | | | General Unsecured Claims | | | 1 | | | | — | | | | 928 | | | | — | | | | — | |
| | | | | | | | | | | | |
| | | | Total | | | 2 | | | | 1 | | | $ | 928 | | | $ | — | | | $ | — | |
(1) | The Disputed Claim is the result of a guarantee obligation related to the primary obligor. |
(2) | Certain Claims have been estimated at less than filed amounts, as agreed to through a stipulation or settlement agreement or pursuant to Court order and does not include estimates for unliquidated Claims. |
Page 24
Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 11 – Liabilities Subject to Compromise(continued)
Claims Resolutions Subsequent to June 30, 2018
The table below presents the resolution of Disputed Claims subsequent to June 30, 2018, primarily related to the Credit Suisse Settlement, the Citibank Reverse Mortgage Settlement (Claims No. 22639 and No. 22775), and the resolution of certain LBIE Guarantee claims:
| | | | |
($ in millions) | | | |
Debtor | | Filed Claims Resolved | |
Lehman Brothers Holdings Inc. | | $ | (2,894 | ) |
Lehman Brothers Special Financing Inc. | | | (1,081 | ) |
Lehman Brothers Commercial Corporation | | | (29 | ) |
Lehman Brothers Commodity Services Inc. | | | (72 | ) |
Structured Asset Securities Corporation | | | (928 | ) |
Unliquidated Claims
Significant unliquidated claims against BNC (Claim No. 31036 and 33107) remain. If liquidated and allowed, those claims would have a material impact on the recoveries to BNC claimants and would result in creditors receiving significantly less than a 100% recovery on their claims.
Distributions Pursuant to Plan
Distributions through April 5, 2018
Through D15, the Debtors have made distributions to creditors totaling $124.6 billion, of which $92.2 billion were payments on account of claims owned or formerly owned by third party creditors.
Page 25
Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 12 – Legal Proceedings
The Company is involved in or will be impacted by a number of judicial, regulatory and mediation proceedings concerning matters arising in connection with the bankruptcy proceedings and various other matters, including the proceedings listed below. The Company is unable at this time to determine the financial impact such proceedings may have on any potential recoveries or liabilities. As more information becomes available, the Company may record revisions, which may be material, in future Balance Sheets.
Affirmative litigations:
| | | | | | | | | | |
| | | | | |
Counterparty | | Debtor(s) | | Commenced | | Court | | Court Reference | | Most Recent Disclosure |
Mortgage Sellers | | LBHI | | Various | | Various | | Various | | (a) |
| | | | | |
Bank of America National Association et al. (“SPV Avoidance Actions”) | | LBSF | | September 2010 | | Bankruptcy Court | | 10-03547 (SCC) | | April 5, 2018 Balance Sheets - Docket No. 58442 |
| | | | | |
Credit Suisse Group AG | | LBHI, LBSF LBCS, LBCC | | November 2013 | | Bankruptcy Court | | 13-01676 (SCC) | | (b) |
| | | | | |
Ballyrock ABS CDO2007-1 Limited Wells Fargo Bank N.A. (“Ballyrock Litigation”) | | LBSF | | February 2009 | | Bankruptcy Court | | 09-01032 (SCC) | | March 31, 2012 Balance Sheets - Docket No. 29731 |
| | | | | | | | |
Other litigations: | | | | | | | | |
| | | | |
Counterparty | | Controlled Entities Party to Litigation | | Debtor(s) Potentially Impacted by Litigation | | Court | | Most Recent Disclosure |
ECAPs | | LBHI SLP3 | | LBHI | | UK Court Bankruptcy Court | | (c) |
| | | | |
Lehman Brothers International (Europe) (in administration) (“LBIE Waterfall Applications”) | | LBHI | | LBHI LBCS LCPI | | Not applicable | | (d) |
| | | | |
Guarantee Claims For Which LBIE Is The Primary Obligor | | LBHI | | LBHI | | Bankruptcy Court | | (e) |
| | | | |
LBIE Other | | None | | LBHI | | Various | | (f) |
| | | | |
LBF Guarantee - Tschira | | None | | LBHI | | Swiss Court
UK Court | | April 5, 2018 Balance Sheets - Docket No. 58442 |
| | | | |
LBF Guarantee - Enasarco | | None | | LBHI | | Swiss Court | | April 5, 2018 Balance Sheets - Docket No. 58442 |
| | | | |
Stender | | None | | LCPI | | United States Court of Appeals for the Tenth Circuit | | (g) |
Page 26
Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 12 – Legal Proceedings(continued)
On March 31, 2017, a group of mortgage sellers filed a Motion to Dismiss for lack of subject matter jurisdiction and improper venue. On May 31, 2017, LBHI filed an opposition, and on July 7, 2017, that group of mortgage sellers filed a reply. On August 9, 2017, a group of mortgage sellers also moved to transfer venue. LBHI’s opposition was filed on October 6, 2017. The Bankruptcy Court heard oral arguments on June 12, 2018. On August 13, 2018, the Bankruptcy Court denied the Motion. The mortgage sellers must now file their answers to the Second Amended Complaint and then the parties will engage in discovery. Numerous mortgage sellers have filed various independent appeals of the August decision.
Refer to the filed Balance Sheets as of April 5, 2018 for previous disclosure.
(b) | Credit Suisse Group AG |
On November 6, 2013, LBHI, LBSF, LBCS and LBCC (collectively, “Plaintiffs”) filed an Adversary Complaint and Objection to Claims (“Complaint”) in the Bankruptcy Court, which was subsequently amended on March 17, 2017, against Credit Suisse AG, Credit Suisse International, Credit Suisse Energy LLC, Credit Suisse Securities (Europe) Ltd., and Credit Suisse Loan Funding LLC. (collectively, “Defendants”), captioned Lehman Brothers Holdings Inc. et al. v. Credit Suisse, et al. (In re Lehman Brothers Holdings Inc.), Adv.No. 13-01676 (JMP), Ch. 11 CaseNo. 08- 013555 (JMP) (the “Adversary Proceeding”).
On June 12, 2018, Plaintiffs and Defendants entered into a Settlement Agreement (the“CS Settlement”) resolving the Adversary Proceeding and allowing Defendants claims of (i) $385 million in the aggregate against primary obligors LBSF, LBCC and LBCS, and (ii) claims of $364 million against LBHI as guarantor, and filed a motion in the Bankruptcy Court for approval of the CS Settlement (“9019 Motion”). On July 25, 2018, the Bankruptcy Court entered an order approving the CS Settlement.
Refer to the filed Balance Sheets as of September 30, 2013 for previous disclosure.
Prior to the Commencement Date, the Company raised approximately $2 billion through the issuance
in the UK of Enhanced Capital Advantaged Preferred Securities (“ECAPS”). The ECAPS were issued via five UK funding partnerships: Lehman Brothers UK Capital Funding LP, Lehman Brothers UK Capital Funding II LP and Lehman Brothers UK Capital Funding III LP, (“ECAPSI-III”), and Lehman Brothers UK Capital Funding IV LP and Lehman Brothers UK Capital Funding V LP.
Lehman Brothers Holdings PLC (“PLC”) has outstanding approximately €0.79 billion of subordinated notes issued to ECAPSI-III and approximately $1.9 billion of subordinated debt which is currently held by LBHI. LBHI2 has outstanding approximately $2.225 billion of subordinated debt issued to PLC and approximately $6.139 billion of subordinated notes which is currently held by Lehman Brothers Holdings Scottish LP 3.
On March 16, 2018, the Joint Administrators of PLC and LBHI2 each made an application to the High Court in England to seek, among other things, its determination of issues of priority in respect of potential distributions to the holders of the subordinated debts. The case is currently scheduled for trial in November 2019.
The US and UK courts will each consider whether LBHI can enforce a provision requiring that the ECAPS holders surrender their securities and receive recoveries as LBHI preferred shareholders as contemplated in the original ECAPS documents.
The determination of issues of priority and/or the ability of LBHI to substitute preferred stock for the ECAPS may have an impact on potential recoveries to LBHI.
On June 7, 2018, a hearing took place before the Bankruptcy Court following a motion from LBHI seeking to issue preferred stock. The Bankruptcy Court has not ruled on the motion.
For further information please refer to:
www.pwc.co.uk/services/business-recovery/administrations/non-lbie-companies/lbh-
plc-in-administration.html and
www.pwc.co.uk/services/business-recovery/administrations/non-lbie-companies/lbhi2-limited-n-administration.html
Refer to the filed Balance Sheets as of April 5, 2018 for previous disclosure.
Page 27
Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 12 – Legal Proceedings(continued)
(d) | LBIE Waterfall Applications |
A scheme of arrangement presented by LBIE’s Joint Administrators was sanctioned on June 18, 2018 in the High Court, paving the way for the distribution of LBIE’s approximately GBP 8 billion surplus. LBIE’s creditors have already had their principal claims repaid in full. The scheme terminated the litigation between the parties, introduced a bar date to stop further claims, subject to certain exceptions, and determined a process for the certification of claims to interest above 8%. Further, the scheme formulated the framework for the payment of creditors’ entitlements to statutory interest.
On June 18, 2018, the High Court of England and Wales issued a sanction order approving the LBIE Scheme of Arrangement, which, among other things, had the effect of terminating the Waterfall litigations. A judgment detailing the full reasoning for sanction was issued on July 27, 2018. For further information on the LBIE Scheme of Arrangement, please refer to:
https://www.pwc.co.uk/services/business-recovery/administrations/lehman/surplus-scheme.html.
Refer to the filed Balance Sheets as of April 5, 2018 for previous disclosure.
(e) | Guarantee Claims For Which LBIE Is The Primary Obligor |
On July 10, 2018, LBHI filed a motion to have the Bankruptcy Court determine whether interest payments that will be made by LBIE pursuant to its scheme should be counted as “consideration” by a Primary Obligor on the Primary Claims underlying the remaining Guarantee Claims held by affiliates of Deutsche Bank A.G. (“DB”) and Attestor Value Master Fund L.P. (“Attestor”) [ECF No. 58381]. On August 14, 2018, the Bankruptcy Court ruled that payments by LBIE were consideration such that DB’s and Attestor’s claims should be deemed satisfied in full. On August 20, 2018, both DB and Attestor filed notices of appeal to the District Court.
LBHI previously filed an objection to disallow six, LBIE-based, prime-brokerage-related Guarantee Claims seeking $118 million filed by funds related to Maverick Capital Ltd (“Maverick”) [ECF No. 53107]. On March 24, 2017, the Bankruptcy Court granted LBHI’s objection, disallowed Maverick’s claims, and ruled that Maverick could not amend its proofs of claim to assert direct (as opposed to guarantee) liability against LBHI [ECF No. 55346]. Maverick appealed that decision to the United States District Court for the Southern District of New York. The appeal was fully briefed by October 10, 2017. Oral argument was conducted on September 14, 2018 before the District Court. A decision remains pending [Case No.17-cv-4203].
LBHI also previously filed an objection to disallow the LBIE-based Guarantee Claim filed by SRM Global Master Fund Limited Partnership (“SRM”) for $305 million [ECF No. 53215]. SRM filed a response [ECF No. 53250], LBHI filed a reply [ECF No. 53515], and on July 28, 2016, the Bankruptcy Court conducted a sufficiency hearing. The Bankruptcy Court directed the parties to a mediation, which occurred in February 2017, and failed to lead to a resolution. The Bankruptcy Court conducted a status conference on October 23, 2017, following its ruling on the Maverick claims. To date, the Bankruptcy Court has not ruled on the objection to SRM’s claim.
The Company believes substantially all other remaining LBIE-based Guarantee Claims will be resolved upon implementation of the LBIE Scheme and LBHI will not have to reserve or make a distribution on account of any such claims.
Refer to the filed Balance Sheets as of April 5, 2018 for previous disclosure.
Page 28
Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 12 – Legal Proceedings(continued)
The outcome of the following litigation may impact LBHI’s potential recoveries indirectly from LBIE:
AG Financial Products Inc.
On November 28, 2011, LBIE sued AG Financial Products Inc. (“AGR”), an affiliate of Assured Guaranty Corp., which in the past had provided credit protection to counterparties under credit default swaps. LBIE’s complaint, which was filed in the Supreme Court of the State of New York (the “New York Supreme Court”), alleged that AGR improperly terminated nine credit derivative transactions between LBIE and AGR and improperly calculated the termination payment in connection with the termination of 28 other credit derivative transactions between LBIE and AGR. LBIE asserted in the complaint that AGR owes LBIE a termination payment of approximately $1.4 billion.
On March 15, 2013, the New York Supreme Court granted AGR’s motion to dismiss the count relating to improper termination of the nine credit derivative transactions and denied AGR’s motion to dismiss the counts relating to the remaining 28 transactions.
On July 2, 2018, New York Supreme Court ruled on AGR’s motion for summary judgment on the two remaining causes of action asserted by LBIE, which allege that AGR breached (i) the agreements governing the transactions with LBIE and (ii) the implied covenant of good faith and fair dealing when it terminated the 28 transactions. The New York Supreme Court dismissed LBIE’s allegation with respect to the breach of the implied covenant of good faith and fair dealing but found that there is a genuine question of fact as to the reasonableness and good faith of AGR’s calculation of its loss, and so LBIE may proceed with its claim against AGR for breach of contract. On July 31, 2018, AGR filed a Notice of Appeal with the New York State Appellate Division.
For further information please refer to:
https://www.pwc.co.uk/services/business-recovery /administrations/lehman/lehman-brothers-international-europe-in-administration-joint-administrators-nineteenth-progress-report-10-april-2018.html.
Refer to the filed Balance Sheets as of April 5, 2018 for previous disclosure.
As part of the Company’s 2012 sale of its interests in Archstone Enterprise LP (“Archstone”) to Equity Residential and AvalonBay Communities, Inc. (the “Buyers”) (the “Archstone Sale”), the Company agreed to indemnify the Buyers from and against certain losses, including those (if any) arising out of the “Stender Lawsuit.”
The Stender Lawsuit was filed in November 2007 against the Company and certain Archstone-related entities, trustees and officers (the “Defendants”) by a purported class of unitholders in the Archstone-Smith Operating Trust (“ASOT”) (the “Plaintiffs”) alleging breach of unspecified agreements and breaches of fiduciary duty. In September 2008, the court dismissed all claims except insofar as the breach of contract claim alleged a breach of a tax protection agreement included in the ASOT’s Declaration of Trust (“DOT”).
Following an arbitration process, the arbitrator ruled that Archstone did not breach the tax protection agreement, and this decision was subsequently confirmed by the court. Plaintiffs thereafter filed an amended complaint. In October 2014, the court granted the Defendants’ motion to dismiss part of the claim. After fact discovery, Defendants moved for summary judgment on all remaining claims.
In August 2017, the court granted Defendants’ motions in full. In September 2017, Plaintiffs appealed to the United States Court of Appeals for the Tenth Circuit. The appeal is fully briefed and will be argued in the Tenth Circuit.
The outcome of this litigation may impact the Company’s indemnity obligations to the Buyers.
Refer to the filed Balance Sheets as of April 5, 2018 for previous disclosure.
Page 29
Quarterly Financial Report as of June 30, 2018 (Unaudited)
Note 13 – Currency Translation
The Company’s general ledger systems automatically translate assets and liabilities recorded innon-U.S. dollar functional currencies using exchange rates as of the date of the Balance Sheets. The gains or losses resulting from translatingnon-US dollar functional currency into U.S. dollars are reflected in Stockholders’ Equity.
Note 14 – Financial Systems and Control Environment
Procedures, controls and resources used to create the Balance Sheets were modified, including a significant reduction in resources, in comparison to what was available to the Company prior to the Chapter 11 cases. The Company is continuously reviewing its accounts, and as a result, modifications, errors and potential misstatements might be identified. Consequently, the Company may record adjustments, which may be material, in future Balance Sheets.
Page 30
Quarterly Financial Report as of June 30, 2018 (Unaudited)
III. Balance Sheets
LEHMAN BROTHERS HOLDINGS INC. and Other Debtors and Debtor-Controlled Entities
Balance Sheets As of June 30, 2018
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in millions) | | Lehman Brothers Holdings Inc. 08-13555 | | | Lehman Brothers Special Financing Inc. 08-13888 | | | Lehman Brothers Commodity Services Inc. 08-13885 | | | Lehman Brothers Commercial Corporation 08-13901 | | | Lehman Brothers OTC Derivatives Inc. 08-13893 | | | Lehman Brothers Financial Products Inc. 08-13902 (4) | | | Lehman Brothers Derivative Products Inc. 08-13899 (4) | | | Lehman Commercial Paper Inc. 08-13900 | | | Other Debtors (2) | | | Total Debtor Entities (1) | | | Total Debtor- Controlled Entities (3) | | | Total Company | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and short-term investments | | $ | 100 | | | $ | 52 | | | $ | 5 | | | $ | 3 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 9 | | | $ | 9 | | | $ | 178 | | | $ | 123 | | | $ | 301 | |
Cash and short-term investments pledged or restricted | | | 407 | | | | 415 | | | | 72 | | | | 35 | | | | 1 | | | | 0 | | | | 0 | | | | 14 | | | | 6 | | | | 951 | | | | 22 | | | | 973 | |
| | | | | | | | | | | | |
Financial instruments and other inventory positions: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial Real Estate | | | (0 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 46 | | | | — | | | | 46 | | | | 12 | | | | 57 | |
Residential Real Estate and Other | | | 9 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 14 | | | | — | | | | 23 | | | | 0 | | | | 23 | |
Principal investments | | | 3 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 0 | | | | — | | | | 3 | | | | 53 | | | | 56 | |
Derivative Receivables and Related Assets | | | — | | | | 39 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 39 | | | | — | | | | 39 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Financial instruments and other inventory positions | | | 12 | | | | 39 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 60 | | | | — | | | | 111 | | | | 64 | | | | 175 | |
| | | | | | | | | | | | |
Receivables from Debtors and Debtor-Controlled Entities and other assets | | | 436 | | | | 8 | | | | (0 | ) | | | 42 | | | | 0 | | | | — | | | | — | | | | 0 | | | | 0 | | | | 486 | | | | 132 | | | | 618 | |
| | | | | | | | | | | | |
Investments in Affiliates | | | (27,423 | ) | | | (41 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (49 | ) | | | 118 | | | | (27,395 | ) | | | (19,284 | ) | | | (46,679 | ) |
| | | | | | | | | | | | |
Due from Affiliates: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Debtors and Debtor- Controlled Entities | | | 19,567 | | | | 362 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 6,720 | | | | — | | | | 26,648 | | | | 0 | | | | 26,648 | |
Non-Controlled Affiliates | | | 16,698 | | | | 679 | | | | 101 | | | | 147 | | | | — | | | | — | | | | — | | | | 133 | | | | — | | | | 17,758 | | | | 1,132 | | | | 18,890 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Due from Affiliates | | | 36,265 | | | | 1,040 | | | | 101 | | | | 147 | | | | — | | | | — | | | | — | | | | 6,853 | | | | — | | | | 44,406 | | | | 1,132 | | | | 45,538 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
Total Assets | | $ | 9,796 | | | $ | 1,514 | | | $ | 178 | | | $ | 226 | | | $ | 1 | | | $ | 0 | | | $ | 0 | | | $ | 6,888 | | | $ | 134 | | | $ | 18,737 | | | $ | (17,811 | ) | | $ | 927 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
Liabilities and Stockholders’ Equity Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Payables to Debtors and Debtor-Controlled Entities and other liabilities | | $ | 145 | | | $ | 22 | | | $ | 1 | | | $ | 2 | | | $ | 1 | | | $ | 0 | | | $ | 0 | | | $ | 57 | | | $ | 7 | | | $ | 235 | | | $ | 74 | | | $ | 309 | |
| | | | | | | | | | | | |
Due to Affiliates: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Debtor-Controlled Entities | | $ | 0 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 0 | | | | 9,635 | | | | 9,635 | |
Non-Controlled Affiliates | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 27 | | | | 27 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Due to Affiliates | | | 0 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 0 | | | | 9,662 | | | | 9,663 | |
| | | | | | | | | | | | |
Taxes Payable | | | 82 | | | | — | | | | 3 | | | | 0 | | | | — | | | | — | | | | 0 | | | | 5 | | | | — | | | | 90 | | | | 2 | | | | 92 | |
Liabilities Subject to Compromise | | | 139,379 | | | | 23,185 | | | | 215 | | | | 23 | | | | 0 | | | | — | | | | — | | | | 4,495 | | | | 58 | | | | 167,354 | | | | 0 | | | | 167,354 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Liabilities | | | 139,606 | | | | 23,206 | | | | 219 | | | | 25 | | | | 1 | | | | 0 | | | | 0 | | | | 4,556 | | | | 65 | | | | 167,679 | | | | 9,739 | | | | 177,417 | |
| | | | | | | | | | | | |
Stockholders’ Equity | | | (129,809 | ) | | | (21,693 | ) | | | (41 | ) | | | 201 | | | | 0 | | | | 0 | | | | (0 | ) | | | 2,331 | | | | 69 | | | | (148,941 | ) | | | (27,550 | ) | | | (176,491 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Liabilities and Stockholders’ Equity | | $ | 9,796 | | | $ | 1,514 | | | $ | 178 | | | $ | 226 | | | $ | 1 | | | $ | 0 | | | $ | 0 | | | $ | 6,888 | | | $ | 134 | | | $ | 18,737 | | | $ | (17,811 | ) | | $ | 927 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
See accompanying Notes to Balance Sheets
Note: All values that are exactly zero are shown as “—”. Values between zero and $500,000 appear as “0”.
(1) | Balances for Debtors do not reflect the impact of eliminations of intercompany balances and investments in subsidiaries. |
(2) | Other Debtor’s Balance Sheets are presented on page 32. |
(3) | Certain Debtor-Controlled Entities’ Balance Sheets are presented on page 33. |
(4) | The chapter 11 case was closed on June 14, 2018 [Docket No.58257]. |
Page 31
Quarterly Financial Report as of June 30, 2018 (Unaudited)
LEHMAN BROTHERS HOLDINGS INC. and Other Debtors and Debtor-Controlled Entities
Balance Sheets As of June 30, 2018 (Certain Other Debtors)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | |
($ in millions) | | Structured Asset Securities Corporation 09-10558 | | | East Dover Ltd 08-13908 (2) | | | Lehman Scottish Finance LP 08-13904 (3) | | | LB Rose Ranch LLC 09-10560 (3) | | | BNC Mortgage LLC09-10137 | | | Other Debtors (1) | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and short-term investments | | $ | (0 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | 9 | | | $ | 9 | |
Cash and short-term investments pledged or restricted | | | 4 | | | | — | | | | — | | | | — | | | | 2 | | | | 6 | |
| | | | | | |
Financial instruments and other inventory positions: | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial Real Estate | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Residential Real Estate and Other | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Principal investments | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Derivative Receivables and Related Assets | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Financial instruments and other inventory positions | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | |
Receivables from Debtors and Debtor-Controlled Entities and other assets | | | — | | | | 0 | | | | — | | | | — | | | | — | | | | 0 | |
| | | | | | |
Investments in Affiliates | | | — | | | | — | | | | 118 | | | | — | | | | — | | | | 118 | |
| | | | | | |
Due from Affiliates: | | | | | | | | | | | | | | | | | | | | | | | | |
Debtors and Debtor- Controlled Entities | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Non-Controlled Affiliates | | | — | | | | — | | | | — | | | | — | | | | — | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Due from Affiliates | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Assets | | $ | 4 | | | $ | 0 | | | $ | 118 | | | $ | — | | | $ | 11 | | | $ | 134 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Liabilities and Stockholders’ Equity Liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
Payables to Debtors and Debtor-Controlled Entities and other liabilities | | $ | 4 | | | $ | 0 | | | $ | 1 | | | $ | — | | | $ | 2 | | | $ | 7 | |
| | | | | | |
Due to Affiliates: | | | | | | | | | | | | | | | | | | | | | | | | |
Debtor-Controlled Entities | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Non-Controlled Affiliates | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Due to Affiliates | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | |
Taxes Payable | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Liabilities Subject to Compromise | | | 55 | | | | — | | | | — | | | | — | | | | 3 | | | | 58 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Liabilities | | | 59 | | | | 0 | | | | 1 | | | | — | | | | 5 | | | | 65 | |
| | | | | | |
Stockholders’ Equity | | | (55 | ) | | | 0 | | | | 117 | | | | — | | | | 6 | | | | 69 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Liabilities and Stockholders’ Equity | | $ | 4 | | | $ | 0 | | | $ | 118 | | | $ | — | | | $ | 11 | | | $ | 134 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
See accompanying Notes to Balance Sheets | | | | | | | | | | | | | | | | | | | | | | | | |
Note: All values that are exactly zero are shown as “—”. Values between zero and $500,000 appear as “0”.
(1) Balances for Debtors do not reflect the impact of eliminations of intercompany balances and investments in subsidiaries.
(2) The chapter 11 case was closed on December 15, 2016 [Docket No. 54163].
(3) The chapter 11 case was closed on June 14, 2018 [Docket No.58257].
Page 32
Quarterly Financial Report as of June 30, 2018 (Unaudited)
LEHMAN BROTHERS HOLDINGS INC. and Other Debtors and Debtor-Controlled Entities
Balance Sheets As of June 30, 2018 (Debtor-Controlled Entities)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in millions) | | Lehman ALI Inc. (2) | | | Property Asset Management Inc. (3) | | | LB I Group Inc. (3) | | | Lehman Brothers Bancorp Inc. (3) | | | PAMI Holdings LLC | | | 314 Common- wealth Ave Inc. (3) | | | PAMI ALI LLC | | | Lux Finance Sarl | | | Other Debtor- Controlled Entities | | | Debtor - Controlled Group Elims (1) | | | Total Debtor- Controlled Entities | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and short-term investments | | $ | 0 | | | $ | 5 | | | $ | 3 | | | $ | 46 | | | $ | 1 | | | $ | 0 | | | $ | 2 | | | $ | 1 | | | $ | 67 | | | $ | — | | | $ | 123 | |
Cash and short-term investments pledged or restricted | | | (0 | ) | | | 0 | | | | 9 | | | | 2 | | | | — | | | | — | | | | 0 | | | | — | | | | 12 | | | | — | | | | 22 | |
| | | | | | | | | | | |
Financial instruments and other inventory positions: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial Real Estate | | | — | | | | 3 | | | | — | | | | — | | | | (0 | ) | | | (0 | ) | | | 7 | | | | — | | | | 2 | | | | — | | | | 12 | |
Residential Real Estate and Other | | | — | | | | 0 | | | | 0 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 0 | |
Principal investments | | | 0 | | | | — | | | | 14 | | | | — | | | | — | | | | — | | | | 1 | | | | — | | | | 38 | | | | — | | | | 53 | |
Derivative Receivables and Related Assets | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Financial instruments and other inventory positions | | | 0 | | | | 3 | | | | 14 | | | | — | | | | (0 | ) | | | (0 | ) | | | 8 | | | | — | | | | 39 | | | | — | | | | 64 | |
| | | | | | | | | | | |
Receivables from Debtors and Debtor-Controlled Entities and other assets | | | 1 | | | | 0 | | | | 3 | | | | 70 | | | | 0 | | | | 0 | | | | 1 | | | | — | | | | 77 | | | | (20 | ) | | | 132 | |
| | | | | | | | | | | |
Investments in Affiliates | | | (25,074 | ) | | | 0 | | | | — | | | | 6 | | | | — | | | | 0 | | | | 71 | | | | — | | | | (0 | ) | | | 5,713 | | | | (19,284 | ) |
| | | | | | | | | | | |
Due from Affiliates: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Debtors and Debtor- Controlled Entities | | | 45 | | | | — | | | | 319 | | | | — | | | | — | | | | (0 | ) | | | 392 | | | | — | | | | 3 | | | | (759 | ) | | | 0 | |
Non-Controlled Affiliates | | | 0 | | | | — | | | | 0 | | | | — | | | | — | | | | 6 | | | | 24 | | | | 284 | | | | 817 | | | | — | | | | 1,132 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Due from Affiliates | | | 45 | | | | — | | | | 319 | | | | — | | | | — | | | | 6 | | | | 416 | | | | 284 | | | | 820 | | | | (759 | ) | | | 1,132 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
Total Assets | | $ | (25,028 | ) | | $ | 8 | | | $ | 348 | | | $ | 123 | | | $ | 1 | | | $ | 7 | | | $ | 498 | | | $ | 285 | | | $ | 1,015 | | | $ | 4,933 | | | $ | (17,811 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
Liabilities and Stockholders’ Equity Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Payables to Debtors and Debtor-Controlled Entities and other liabilities | | $ | 1 | | | $ | 2 | | | $ | 7 | | | $ | 43 | | | $ | 0 | | | $ | 0 | | | $ | 7 | | | $ | 0 | | | $ | 251 | | | $ | (236 | ) | | $ | 74 | |
| | | | | | | | | | | |
Due to Affiliates: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Debtor-Controlled Entities | | | 2,108 | | | | — | | | | 2,696 | | | | 57 | | | | — | | | | 830 | | | | 3,028 | | | | 167 | | | | 1,509 | | | | (759 | ) | | | 9,635 | |
Non-Controlled Affiliates | | | — | | | | — | | | | 1 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 26 | | | | — | | | | 27 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Due to Affiliates | | | 2,108 | | | | — | | | | 2,697 | | | | 57 | | | | — | | | | 830 | | | | 3,028 | | | | 167 | | | | 1,535 | | | | (759 | ) | | | 9,662 | |
| | | | | | | | | | | |
Taxes Payable | | | — | | | | — | | | | 2 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2 | |
Liabilities Subject to Compromise | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 0 | | | | — | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Liabilities | | | 2,109 | | | | 2 | | | | 2,706 | | | | 100 | | | | 0 | | | | 830 | | | | 3,035 | | | | 167 | | | | 1,786 | | | | (995 | ) | | | 9,739 | |
| | | | | | | | | | | |
Stockholders’ Equity | | | (27,137 | ) | | | 6 | | | | (2,358 | ) | | | 23 | | | | 1 | | | | (823 | ) | | | (2,537 | ) | | | 118 | | | | (770 | ) | | | 5,929 | | | | (27,550 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Liabilities and Stockholders’ Equity | | $ | (25,028 | ) | | $ | 8 | | | $ | 348 | | | $ | 123 | | | $ | 1 | | | $ | 7 | | | $ | 498 | | | $ | 285 | | | $ | 1,015 | | | $ | 4,933 | | | $ | (17,811 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
See accompanying Notes to Balance Sheets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Note: | All values that are exactly zero are shown as “—”. Values between zero and $500,000 appear as “0”. |
(1) | Balances reflect the impact of eliminations of (i) intercompany balances only between Debtor-Controlled Entities and (ii) investments in subsidiaries only between Debtor-Controlled Entities. |
(2) | Lehman Ali Inc. is reflected on a consolidated basis: |
| - excluding (i) separately reported wholly-owned subsidiaries that are Debtor entities (e.g. LCPI, LBSF and East Dover Ltd) and (ii) separately reported Debtor-Controlled Entities and their direct subsidiaries (e.g. 314 Commonwealth Ave Inc., Property Asset Management Inc., and Pami ALI LLC), and |
| - including wholly owned subsidiaries of LCPI (e.g. LCPI Properties Inc.). |
(3) | Entities are reflected on a consolidated basis, e.g. Property Asset Management Inc. includes its wholly owned subsidiary, Orbit RE LLC. |
Page 33
Quarterly Financial Report as of June 30, 2018 (Unaudited)
IV. Cash Flow Estimates
(i) Basis of Presentation
The information and data included in these cash flow estimates and notes thereto (the “June 30, 2018 Cash Flow Estimates”) were prepared to update the Post-Fifteenth Distribution Cash Flow Estimates filed July 27, 2018 (the “April 5, 2018 CFE”), and are based on estimated cash flows from assets managed in an orderly wind down and/or sale (and related costs of operations) until the Company’s activities are fully resolved.
These June 30, 2018 Cash Flow Estimates include an estimate of expenses to be paid through final termination of the Company on such matters as asset disposition, litigation and disputed claims resolution, administrative wind-down, and related activities. These estimates also include the estimated costs of a small subset of the Company’s current staff committed to stay for many years, if necessary, to oversee the resolution of remaining matters and residual wind down activities. These estimates are subject to ongoing review and revision.
The Company cannot definitively specify a date for the final termination of its activities, as future expenses and distributions are dependent in large measure on the resolution of various legal matters involving the Company and itsNon-Controlled Affiliates. (SeeLitigation below.) The remaining legal matters require resolution in the United States, as well as multiple foreign jurisdictions, including the United Kingdom, France, Switzerland, Germany, India, Spain and Australia. The timing for achieving final administrative or judicial resolution of these legal issues is uncertain.
All cash flows in these Estimates are presented on an undiscounted basis.
Key Assumptions
Recoveries fromNon-Controlled Affiliates
Estimates of recoveries fromNon-Controlled Affiliates are based on internal valuation models utilizing information obtained from bothNon-Controlled Affiliates’ fiduciaries, as well as information obtained by the Company through settlement negotiations and involvement on creditors’ committees.
The Company’s estimates for recoveries fromNon-Controlled Affiliates include estimates for recoveries related to LBIE and the Joint Venture (see Note 8(c) for additional information), as well as estimated recoveries from otherNon-Controlled Affiliates in Europe and Asia.
Certain receivables fromNon-Controlled Affiliates are held in foreign currencies, and as such, estimated recoveries related to these receivables are subject to movements in foreign exchange rates.
The majority of estimated remaining recoveries fromNon-Controlled Affiliates are contingent upon (i) the resolution of matters in dispute and/or active litigation, (ii) the receipt ofnon-U.S. government and/or Court approvals, and/or (iii) the final wind down of estates not controlled by the Plan Administrator. As such, the timing and amount of future recoveries fromNon-Controlled Affiliates is uncertain.
Litigation
The Company is involved directly and/or indirectly in numerous litigations innon-U.S. jurisdictions that will impact its recoveries fromNon-Controlled Affiliates. With respect to recoveries fromNon-Controlled Affiliates, these estimates incorporate the Company’s current assumptions regarding the resolution of these matters.
In addition, the Company has certain litigation pending in U.S. courts which may result in potential recoveries to the Company (“Affirmative Litigations”), the largest of which are described in Note 12 in the Notes to the Balance Sheets. For the purpose of these June 30, 2018 Cash Flow Estimates, potential recoveries from Affirmative Litigations are not included, unless the Company has reached agreements in principle with the corresponding counterparties.
Page 34
Quarterly Financial Report as of June 30, 2018 (Unaudited)
|
Key Assumptions(continued) |
|
Intercompany Recoveries Among Controlled Entities |
|
The June 30, 2018 Cash Flow Estimates reflect the following assumptions in the calculation of intercompany recoveries between and among Debtors and Debtor-Controlled Entities: |
|
• Allowed Claims as of June 30, 2018, and estimated unresolved third party claims to be allowed; |
|
• Equity distributions from Debtors and Debtor-Controlled Entities. |
|
Reporting of Claim Assignments |
|
As part of the Company’s planned operational wind down and legal entity dissolution process, the Company has assigned and will continue to assign claims among Controlled Entities, typically from a subsidiary entity to a parent entity, with no resulting economic effect on overall recoveries. These assignments are reflected in the “Transfers, Reclassifications, Adjustments” column in the tables herein. For claim assignments in which Debtor entities are assigned claims against themselves (i.e., when LBHI is assigned a claim against LBHI), the receivables and payables are netted in the Balance Sheets and similarly offset herein. |
Page 35
Quarterly Financial Report as of June 30, 2018 (Unaudited)
(ii) Debtors and Debtor-Controlled Entities Schedules
LBHI
| | | | | | | | | | | | | | | | | | | | |
($ in millions) | | 4/5/18 Cash Flow Estimates | | | Less: Cash Activity 4/6/18 - 6/30/18 | | | Recovery Value Change | | | Transfers, Reclassifications, Adjustments | | | 6/30/18 Cash Flow Estimates | |
Net Receipts | | | | | | | | | | | | | | | | | | | | |
Commercial Real Estate | | $ | — | | | $ | (0 | ) | | $ | 0 | | | $ | — | | | $ | — | |
Residential Real Estate and Other | | | 11 | | | | (2 | ) | | | 0 | | | | — | | | | 9 | |
Private Equity/Principal Investments | | | 3 | | | | — | | | | — | | | | — | | | | 3 | |
Derivatives | | | — | | | | — | | | | — | | | | — | | | | — | |
Other | | | 330 | | | | (28 | ) | | | 1 | | | | — | | | | 303 | |
| | | | | | | | | | | | | | | | | | | | |
Sub-Total - Net Receipts | | $ | 344 | | | $ | (31 | ) | | $ | 1 | | | $ | — | | | $ | 314 | |
| | | | | |
Recoveries FromNon-Controlled Affiliates | | | | | | | | | | | | | | | | | | | | |
Europe | | $ | 1,512 | | | $ | (33 | ) | | $ | (44 | ) | | $ | — | | | $ | 1,434 | |
Asia | | | 155 | | | | — | | | | (2 | ) | | | — | | | | 153 | |
| | | | | | | | | | | | | | | | | | | | |
Sub-Total - Recoveries FromNon-Controlled Affiliates | | $ | 1,668 | | | $ | (33 | ) | | $ | (46 | ) | | $ | — | | | $ | 1,588 | |
| | | | | |
Operating Expenses | | $ | (137 | ) | | $ | 16 | | | $ | (23 | ) | | $ | — | | | $ | (144 | ) |
| | | | | |
Incentive Fees | | $ | (57 | ) | | $ | 1 | | | $ | (0 | ) | | $ | — | | | $ | (56 | ) |
| | | | | |
Total Cash From Operations (CFO) | | $ | 1,817 | | | $ | (47 | ) | | $ | (69 | ) | | $ | — | | | $ | 1,702 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Pre-Petition Intercompany Receipts from Controlled Entities(a) | | $ | 623 | | | $ | — | | | $ | 14 | | | $ | 0 | | | $ | 637 | |
Net Post-Petition Intercompany Receipts from / (Payables to) Controlled Entities | | | (33 | ) | | | — | | | | (30 | ) | | | — | | | | (63 | ) |
Investments in Affiliates(b) | | | 868 | | | | (2 | ) | | | 37 | | | | — | | | | 903 | |
| | | | | |
Total CFO + Other Receipts | | $ | 3,275 | | | $ | (49 | ) | | $ | (48 | ) | | $ | 0 | | | $ | 3,178 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
(a) | The Company estimates that LBHI will receive approximately $0.6 billion, including (i) $0.3 billion from Debtor-Controlled Entities, primarily Luxembourg Finance S.a.r.l., which represent approximately 82% of the aggregate receipts from Debtor-Controlled Entities, and (ii) $0.2 billion and $0.1 billion from LBSF and LCPI, respectively. |
(b) | The Company estimates that LBHI will receive approximately $0.9 billion, primarily from Lehman Brothers Holdings Scottish LP 2 (“SLP2”). SLP2 is the parent company of SLP3 and is wholly owned by LBHI. |
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Quarterly Financial Report as of June 30, 2018 (Unaudited)
LCPI
| | | | | | | | | | | | | | | | | | | | |
($ in millions) | | 4/5/18 Cash Flow Estimates | | | Less: Cash Activity 4/6/18 - 6/30/18 | | | Recovery Value Change | | | Transfers, Reclassifications, Adjustments | | | 6/30/18 Cash Flow Estimates | |
Net Receipts | | | | | | | | | | | | | | | | | | | | |
Commercial Real Estate | | $ | 48 | | | $ | (2 | ) | | $ | 0 | | | $ | — | | | $ | 46 | |
Residential Real Estate and Other | | | 15 | | | | (1 | ) | | | 0 | | | | — | | | | 14 | |
Private Equity/Principal Investments | | | — | | | | (0 | ) | | | 0 | | | | — | | | | 0 | |
Derivatives | | | — | | | | — | | | | — | | | | — | | | | — | |
Other | | | — | | | | (0 | ) | | | 0 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Sub-Total - Net Receipts | | $ | 63 | | | $ | (3 | ) | | $ | 0 | | | $ | — | | | $ | 60 | |
| | | | | |
Recoveries FromNon-Controlled Affiliates | | | | | | | | | | | | | | | | | | | | |
Europe | | $ | 1 | | | $ | — | | | $ | (1 | ) | | $ | — | | | $ | 0 | |
Asia | | | 0 | | | | — | | | | — | | | | — | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | |
Sub-Total - Recoveries FromNon-Controlled Affiliates | | $ | 2 | | | $ | — | | | $ | (1 | ) | | $ | — | | | $ | 1 | |
| | | | | |
Operating Expenses | | $ | (7 | ) | | $ | 2 | | | $ | (1 | ) | | $ | — | | | $ | (6 | ) |
| | | | | |
Incentive Fees | | $ | (5 | ) | | $ | 0 | | | $ | 0 | | | $ | — | | | $ | (5 | ) |
| | | | | |
Total Cash From Operations (CFO) | | $ | 53 | | | $ | (1 | ) | | $ | (2 | ) | | $ | — | | | $ | 50 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Pre-Petition Intercompany Receipts from Controlled Entities (a) | | $ | 91 | | | $ | — | | | $ | 1 | | | $ | — | | | $ | 92 | |
Net Post-Petition Intercompany Receipts from / (Payables to) Controlled Entities | | | (50 | ) | | | — | | | | (2 | ) | | | — | | | | (52 | ) |
Investments in Affiliates | | | 5 | | | | — | | | | 3 | | | | — | | | | 8 | |
| | | | | |
Total CFO + Other Receipts | | $ | 98 | | | $ | (1 | ) | | $ | 1 | | | $ | — | | | $ | 98 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
(a) | The Company estimates that LCPI will receive approximately $0.1 billion, primarily from LBHI. |
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Quarterly Financial Report as of June 30, 2018 (Unaudited)
LBSF
| | | | | | | | | | | | | | | | | | | | |
($ in millions) | | 4/5/18 Cash Flow Estimates | | | Less: Cash Activity 4/6/18 - 6/30/18 | | | Recovery Value Change | | | Transfers, Reclassifications, Adjustments | | | 6/30/18 Cash Flow Estimates | |
Net Receipts | | | | | | | | | | | | | | | | | | | | |
Commercial Real Estate | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Residential Real Estate and Other | | | — | | | | — | | | | — | | | | — | | | | — | |
Private Equity/Principal Investments | | | — | | | | — | | | | — | | | | — | | | | — | |
Derivatives | | | 67 | | | | (29 | ) | | | 1 | | | | — | | | | 40 | |
Other | | | 7 | | | | 0 | | | | 1 | | | | — | | | | 8 | |
| | | | | | | | | | | | | | | | | | | | |
Sub-Total - Net Receipts | | $ | 75 | | | $ | (28 | ) | | $ | 2 | | | $ | — | | | $ | 48 | |
| | | | | |
Recoveries FromNon-Controlled Affiliates | | | | | | | | | | | | | | | | | | | | |
Europe(a) | | $ | 16 | | | $ | (0 | ) | | $ | 2 | | | $ | — | | | $ | 18 | |
Asia | | | 0 | | | | — | | | | — | | | | — | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | |
Sub-Total - Recoveries FromNon-Controlled Affiliates | | $ | 16 | | | $ | (0 | ) | | $ | 2 | | | $ | — | | | $ | 18 | |
| | | | | |
Operating Expenses | | $ | (32 | ) | | $ | 7 | | | $ | 2 | | | $ | — | | | $ | (23 | ) |
| | | | | |
Incentive Fees | | $ | (5 | ) | | $ | 0 | | | $ | 1 | | | $ | — | | | $ | (4 | ) |
| | | | | |
Total Cash From Operations (CFO) | | $ | 54 | | | $ | (21 | ) | | $ | 7 | | | $ | — | | | $ | 39 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Pre-Petition Intercompany Receipts from Controlled Entities | | $ | 12 | | | $ | — | | | $ | 0 | | | $ | — | | | $ | 12 | |
Net Post-Petition Intercompany Receipts from / (Payables to) Controlled Entities | | | (14 | ) | | | — | | | | (8 | ) | | | — | | | | (22 | ) |
Investments in Affiliates | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | |
Total CFO + Other Receipts | | $ | 52 | | | $ | (21 | ) | | $ | (0 | ) | | $ | — | | | $ | 30 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
(a) | The Company estimates that LBSF will collect approximately $18 million, primarily from LBT. |
Page 38
Quarterly Financial Report as of June 30, 2018 (Unaudited)
Other Debtors
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in millions) | | LOTC | | | LBCC | | | LBCS | | | LBFP | | | LBDP | | | Other Debtors | | | Total Other Debtors | |
6/30/18 CASH FLOW ESTIMATES | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Receipts | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial Real Estate | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Residential Real Estate and Other | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Private Equity / Principal Investments | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Derivatives | | | — | | | | — | | | | 0 | | | | — | | | | — | | | | — | | | | 0 | |
Other | | | 0 | | | | 0 | | | | 0 | | | | — | | | | — | | | | — | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sub-Total - Net Receipts | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1 | |
| | | | | | | |
Recoveries FromNon-Controlled Affiliates | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Europe | | $ | (0 | ) | | $ | 0 | | | $ | 3 | | | $ | — | | | $ | — | | | $ | — | | | $ | 3 | |
Asia | | | — | | | | 1 | | | | — | | | | — | | | | — | | | | — | | | | 1 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sub-Total - Recoveries FromNon-Controlled Affiliates | | $ | (0 | ) | | $ | 1 | | | $ | 3 | | | $ | — | | | $ | — | | | $ | — | | | $ | 4 | |
| | | | | | | |
Operating Expenses | | $ | (0 | ) | | $ | (1 | ) | | $ | (1 | ) | | $ | — | | | $ | — | | | $ | (0 | ) | | $ | (2 | ) |
| | | | | | | |
Incentive Fees | | $ | (0 | ) | | $ | (1 | ) | | $ | (1 | ) | | $ | — | | | $ | — | | | $ | (0 | ) | | $ | (2 | ) |
| | | | | | | |
Total Cash From Operations (CFO) | | $ | (0 | ) | | $ | (1 | ) | | $ | 1 | | | $ | — | | | $ | — | | | $ | (0 | ) | | $ | 0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Pre-Petition Intercompany Receipts from Controlled Entities | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Net Post-Petition Intercompany Receipts from / (Payables to) Controlled Entities(a) | | | (1 | ) | | | 39 | | | | (4 | ) | | | (0 | ) | | | (0 | ) | | | (6 | ) | | | 28 | |
Investments in Affiliates | | | — | | | | — | | | | — | | | | — | | | | — | | | | 0 | | | | 0 | |
Total 6/30/18 CFO + Other Receipts | | $ | (1 | ) | | $ | 38 | | | $ | (3 | ) | | $ | (0 | ) | | $ | (0 | ) | | $ | (6 | ) | | $ | 28 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Cash Activity, 4/6/18 - 6/30/18 | | $ | 0 | | | $ | 1 | | | $ | 4 | | | $ | — | | | $ | — | | | $ | — | | | $ | 5 | |
Transfers, Reclassifications, Adjustments | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total 6/30/18 CFE, including Prior Period Activity | | $ | (1 | ) | | $ | 39 | | | $ | 1 | | | $ | (0 | ) | | $ | (0 | ) | | $ | (6 | ) | | $ | 32 | |
| | | | | | | |
Total 4/5/18 CFE | | | (1 | ) | | | 38 | | | | (3 | ) | | | (0 | ) | | | (0 | ) | | | (8 | ) | | | 27 | |
Variance, 6/30/18 CFE (including Prior Period) vs. 4/5/18 CFE | | | 0 | | | | 1 | | | | 3 | | | | (0 | ) | | | (0 | ) | | | 1 | | | | 5 | |
(a) | Net Post-Petition Intercompany Receipts from/Payables to Controlled Entities primarily include an outstanding loan of $42 million from LBCC to LCPI. |
Page 39
Quarterly Financial Report as of June 30, 2018 (Unaudited)
Debtor-Controlled Entities
| | | | | | | | | | | | | | | | | | | | |
($ in millions) | | 4/5/18 Cash Flow Estimates | | | Less: Cash Activity 4/6/18 - 6/30/18 | | | Recovery Value Change | | | Transfers, Reclassifications, Adjustments | | | 6/30/18 Cash Flow Estimates | |
Net Receipts | | | | | | | | | | | | | | | | | | | | |
Commercial Real Estate | | $ | 12 | | | $ | (0 | ) | | $ | 0 | | | $ | — | | | $ | 12 | |
Residential Real Estate and Other | | | — | | | | (0 | ) | | | 0 | | | | — | | | | — | |
Private Equity/Principal Investments | | | 85 | | | | (30 | ) | | | (2 | ) | | | — | | | | 53 | |
Derivatives | | | 0 | | | | (0 | ) | | | 0 | | �� | | — | | | | — | |
Other | | | 7 | | | | (0 | ) | | | 0 | | | | — | | | | 7 | |
| | | | | | | | | | | | | | | | | | | | |
Sub-Total - Net Receipts | | $ | 104 | | | $ | (31 | ) | | $ | (1 | ) | | $ | — | | | $ | 71 | |
| | | | | |
Recoveries FromNon-Controlled Affiliates | | | | | | | | | | | | | | | | | | | | |
Europe | | $ | 1,055 | | | $ | (41 | ) | | $ | (65 | ) | | $ | — | | | $ | 949 | |
Asia | | | 0 | | | | — | | | | (0 | ) | | | — | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | |
Sub-Total - Recoveries FromNon-Controlled Affiliates(a) | | $ | 1,055 | | | $ | (41 | ) | | $ | (65 | ) | | $ | — | | | $ | 949 | |
| | | | | |
Operating Expenses | | $ | (4 | ) | | $ | 1 | | | $ | (0 | ) | | $ | — | | | $ | (4 | ) |
| | | | | |
Incentive Fees | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| | | | | |
Total Cash From Operations (CFO) | | $ | 1,154 | | | $ | (72 | ) | | $ | (66 | ) | | $ | — | | | $ | 1,016 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Pre-Petition Intercompany Receipts from Controlled Entities | | $ | 0 | | | $ | — | | | $ | 0 | | | $ | — | | | $ | 0 | |
Net Post-Petition Intercompany Receipts from / (Payables to) Controlled Entities(b) | | | 68 | | | | — | | | | 40 | | | | — | | | | 108 | |
Investments in Affiliates | | | 5 | | | | — | | | | (4 | ) | | | — | | | | 0 | |
| | | | | |
Total CFO + Other Receipts | | $ | 1,227 | | | $ | (72 | ) | | $ | (30 | ) | | $ | — | | | $ | 1,125 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
(a) | The Company estimates that Debtor-Controlled Entities will collect approximately $0.9 billion, primarily from LBHI2. |
(b) | The Company estimates that Debtor-Controlled Entities will collect approximately $108 million from LBHI. |
Page 40