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 APRIL 3, 2025
| DEBTORS’ ADDRESS: | LEHMAN BROTHERS HOLDINGS INC. | |
| c/o ROSE HAUZENBERG | ||
| 420 LEXINGTON AVENUE | ||
| SUITE 1402 | ||
| NEW YORK, NY 10170 | ||
| REPORT PREPARER: | LEHMAN BROTHERS HOLDINGS INC., AS PLAN ADMINISTRATOR | |
Date: June 3, 2025
Quarterly Financial Report as of April 3, 2025 (Unaudited)
Table of Contents
| I. |
Schedule of Debtors | 3 | ||||
| II. |
Cash Flow Estimates | 4 | ||||
| III. |
Notes to the Cash Flow Estimates | 6 | ||||
| Note 1 - Basis of Presentation | 6 | |||||
| Note 2 - Due from Non-Controlled Affiliates | 8 | |||||
| Note 3 - Due to LBHI from LBHI-Controlled Affiliates | 11 | |||||
| Note 4 - Legal Proceedings | 12 | |||||
| Note 5 - Taxes Payable | 14 | |||||
| IV. |
Balance Sheets | 15 | ||||
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 on the website listed below (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
| Page 2 | ||||
Quarterly Financial Report as of April 3, 2025 (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 Debtor’s chapter 11 case remains open:
| Case No. | Date Filed (“Commencement Date”) |
|||||||
| Lehman Brothers Holdings Inc. (“LBHI”) |
08-13555 | 09/15/2008 | ||||||
The following Debtors’ chapter 11 cases were closed pursuant to final decrees entered by the Bankruptcy Court (Docket No. 51920, No. 54163, No. 58257, No. 59472, No. 60623, and No. 61162):
| Case No. | Date Filed | Date Closed | ||||||||||
| LB 745 LLC |
08-13600 | 09/16/2008 | 01/28/2016 | |||||||||
| PAMI Statler Arms LLC |
08-13664 | 09/23/2008 | 01/28/2016 | |||||||||
| CES Aviation LLC |
08-13905 | 10/05/2008 | 01/28/2016 | |||||||||
| CES Aviation V LLC |
08-13906 | 10/05/2008 | 01/28/2016 | |||||||||
| CES Aviation IX LLC |
08-13907 | 10/05/2008 | 01/28/2016 | |||||||||
| LB 2080 Kalakaua Owners LLC |
09-12516 | 04/23/2009 | 01/28/2016 | |||||||||
| LB Somerset LLC |
09-17503 | 12/22/2009 | 01/28/2016 | |||||||||
| LB Preferred Somerset LLC |
09-17505 | 12/22/2009 | 01/28/2016 | |||||||||
| East Dover Limited |
08-13908 | 10/05/2008 | 12/15/2016 | |||||||||
| Luxembourg Residential Properties Loan Finance S.a.r.l. |
09-10108 | 01/07/2009 | 12/15/2016 | |||||||||
| Merit LLC |
09-17331 | 12/14/2009 | 12/15/2016 | |||||||||
| Lehman Brothers Derivative Products Inc. (“LBDP”) |
08-13899 | 10/05/2008 | 06/14/2018 | |||||||||
| Lehman Brothers Financial Products Inc. (“LBFP”) |
08-13902 | 10/05/2008 | 06/14/2018 | |||||||||
| Lehman Scottish Finance L.P. |
08-13904 | 10/05/2008 | 06/14/2018 | |||||||||
| LB Rose Ranch LLC |
09-10560 | 02/09/2009 | 06/14/2018 | |||||||||
| Lehman Brothers Commodity Services Inc. (“LBCS”) |
08-13902 | 10/03/2008 | 02/11/2019 | |||||||||
| Lehman Brothers Commercial Corporation (“LBCC”) |
08-13901 | 10/05/2008 | 02/11/2019 | |||||||||
| Structured Asset Securities Corporation |
09-10558 | 02/09/2009 | 02/11/2019 | |||||||||
| Lehman Brothers OTC Derivatives Inc. (“LOTC”) |
08-13893 | 10/03/2008 | 05/04/2020 | |||||||||
| Lehman Brothers Commercial Paper Inc. (“LCPI”) |
08-13900 | 10/05/2008 | 05/04/2020 | |||||||||
| BNC Mortgage LLC |
09-10137 | 01/09/2009 | 05/04/2020 | |||||||||
| Lehman Brothers Special Financing Inc. (“LBSF”) |
08-13888 | 10/03/2008 | 07/01/2021 | |||||||||
| Page 3 | ||||
Quarterly Financial Report as of April 3, 2025 (Unaudited)
| II. | Cash Flow Estimates |
Lehman Brothers Holdings Inc. & LBHI-Controlled Affiliates
| ($ in millions) | As of 12/31/24 |
Cash Activity excluding Distributions 1/1/25 -4/3/25 |
Cash Activity from Distributions 1/1/25 - 4/3/25 |
Estimate Changes |
As of 4/3/25 |
|||||||||||||||||||
| CASH AND INVESTMENTS (1) [A] |
$ | 110 | $ | 90 | $ | (99 | ) | $ | — | $ | 101 | |||||||||||||
| ESTIMATED FUTURE CASH FLOWS |
||||||||||||||||||||||||
| Recoveries From Non-Controlled Affiliates |
Note 2 | |||||||||||||||||||||||
| Europe - LBH PLC Subordinated Debt and related agreements |
$ | 88 | $ | — | $ | — | $ | 2 | $ | 91 | ||||||||||||||
| Europe - All Other (2) |
111 | (88 | ) | — | 6 | 29 | ||||||||||||||||||
| Asia |
5 | (3 | ) | — | 0 | 2 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Sub-Total - Recoveries From Non-Controlled Affiliates |
204 | (91 | ) | — | 9 | 122 | ||||||||||||||||||
| Financial Instruments and Other |
16 | (2 | ) | — | 3 | 17 | ||||||||||||||||||
| Operating Expenses and Other |
(33 | ) | 3 | — | (0 | ) | (31 | ) | ||||||||||||||||
| Cash held for the benefit of third parties |
(7 | ) | — | — | (1 | ) | (8 | ) | ||||||||||||||||
| Estimated Taxes Payable |
Note 5 | (7 | ) | — | — | — | (7 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| TOTAL ESTIMATED FUTURE CASH FLOWS [B] |
$ | 172 | $ | (90 | ) | $ | — | $ | 11 | $ | 93 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| ESTIMATED FUTURE CASH DISTRIBUTIONS (3) [A+B] |
$ | 282 | $ | — | $ | (99 | ) | $ | 11 | $ | 194 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| (1) | Cash and Investments includes reserves for a disputed claim, compensation, legal matters, tax matters, funds owed to third parties, contingency, and administrative and other expenses. |
| (2) | Cash Activity for “Recoveries From Non-Controlled Affiliates – Europe – All Other” includes distributions from certain non-controlled affiliates in the United Kingdom, primarily the final distribution on senior claims into Lehman Brothers Holdings PLC. |
| (3) | Cash Activity includes a decrease of $99 million due to the 30th Plan Distribution to holders of Allowed Claims, excluding claims held by LBHI. |
| Page 4 | ||||
Quarterly Financial Report as of April 3, 2025 (Unaudited)
Estimated Remaining Creditor Recoveries
The following schedule shows the estimated remaining creditor recoveries from LBHI by claim class, based on the “Estimated Future Cash Distributions” in the preceding table on page 4.
| Lehman Brothers Holdings Inc. | ||||||||||||||||||||||
| Allowed Claims Eligible for Distributions (1) |
Estimated Remaining Recovery |
Estimated Remaining Recovery % as of 04.03.25 |
Actual Recovery % Thru D30 (2) |
Estimated End of Case Recovery % |
||||||||||||||||||
| Class |
Designation |
$ | $ | A | B | = A + B | ||||||||||||||||
| 3 |
Senior Unsecured | $ | 82,521 | $ | 95 | 0.116 | % | 46.737 | % | 46.853 | % | |||||||||||
| 4A |
Senior Affiliate Claims | 33,537 | 34 | 0.100 | % | 37.661 | % | 37.761 | % | |||||||||||||
| 4B |
Senior Affiliate Guarantee | 9,521 | 9 | 0.098 | % | 36.750 | % | 36.848 | % | |||||||||||||
| 5 |
Senior Third-Party Guarantee | 30,553 | 24 | 0.078 | % | 29.405 | % | 29.483 | % | |||||||||||||
| 7 |
General Unsecured | 4,930 | 5 | 0.107 | % | 43.751 | % | 43.858 | % | |||||||||||||
| 8 |
Derivative Affiliate / Affiliate Guarantee Claims | 451 | 0 | 0.092 | % | 34.601 | % | 34.693 | % | |||||||||||||
| 9A |
Third Party Guarantee Derivatives | 17,923 | 13 | 0.074 | % | 27.678 | % | 27.752 | % | |||||||||||||
| 9B |
Third Party Guarantee Derivatives RACER’s | — | — | 0.045 | % | 16.827 | % | 16.872 | % | |||||||||||||
| 10A |
Subordinated Class 10A Claims | 3,399 | — | — | — | — | ||||||||||||||||
| 10B |
Subordinated Class 10B Claims | 10,330 | — | — | — | — | ||||||||||||||||
| 10C |
Subordinated Class 10C Claims | 1,493 | — | — | — | — | ||||||||||||||||
|
|
|
|
|
|||||||||||||||||||
| Estimated Future Cash Distributions on Allowed Claims | $ | 194,659 | $ | 181 | ||||||||||||||||||
|
|
|
|||||||||||||||||||||
| Cash Held on Behalf of Disputed Claims, Net (3) | 12 | |||||||||||||||||||||
|
|
|
|||||||||||||||||||||
| Estimated Future Cash Distributions | $ | 194 | ||||||||||||||||||||
|
|
|
|||||||||||||||||||||
| (1) | Estimated Remaining Recovery percentages are calculated based on recoveries of Allowed Claims Eligible for Distributions as reported on Exhibit B of the 30th Distribution Notice filed on March 27, 2025. For purposes of this calculation: |
| a. | Allowed Claims exclude (i) claims against LBHI satisfied in full through the combination of the primary obligor and guarantee distributions from LBHI, and (ii) previously Allowed Claims that have been withdrawn. |
| b. | Allowed Claims Eligible for Distributions exclude Allowed Claims that LBHI owns against itself. |
| (2) | The 30th Plan Distribution occurred on April 3, 2025 (“D30”). Through D30, the Debtors have made distributions to creditors totaling $129.4 billion, of which $96.4 billion were payments on account of claims owned or formerly owned by third party creditors. |
| (3) | The last remaining Disputed Claim is a Class 9A – Third Party Guarantee Derivative claim relating to a primary claim held by Enasarco against Lehman Brothers Finance S.A. (“LBF”). LBHI has entered into a stipulation such that the allowed amount of this Class 9A claim will be based on the outcome of LBF’s litigation against Enasarco in Switzerland, subject to a cap. LBHI has reserved for the full potential obligation under this agreement, including corresponding Plan Adjustments and interest calculated pursuant to the Plan, entirely in cash. See Note 4 – Legal Proceedings – LBF – Enasarco for further information. |
| Page 5 | ||||
Quarterly Financial Report as of April 3, 2025 (Unaudited)
| III. | Notes to the Cash Flow Estimates |
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. Pursuant to the Plan, the Plan Administrator has made and expects to continue to make distributions to creditors of LBHI.
Basis of Presentation
The information and data included in the Quarterly Financial Report, including the Notes to the Cash Flow Estimates (the “Quarterly Financial Report”) are derived from sources available to LBHI and LBHI-Controlled Affiliates (collectively, the “Company”). The term “LBHI-Controlled Affiliates” refers to those affiliates that are directly or indirectly controlled by LBHI and have not filed for protection under Chapter 11 of the Bankruptcy Code. LBHI-Controlled Affiliates excludes, among others, certain affiliates (such as Lehman Brothers International (Europe) (in administration) (“LBIE”)) that were not managed or controlled by LBHI as of the Effective Date and are under separate administrations abroad (collectively, “Non-Controlled Affiliates”).
The information and data included in these cash flow estimates and notes thereto (the “April 3, 2025 Cash Flow Estimates”) were prepared to update the December 31, 2024 Cash Flow Estimates filed on March 27, 2025 (the “December 31, 2025 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 April 3, 2025 Cash Flow Estimates include an estimated recovery for all of the Company’s assets.
These April 3, 2025 Cash Flow Estimates include an estimate of expenses to be paid through final termination of the Company. These estimates include the estimated costs of a subset of the Company’s current staff committed to stay for many years, if necessary, to oversee the resolution of asset
disposition, litigation, administrative wind down, and other related activities. These estimates are subject to ongoing review and revision. Actual expenses may differ materially from these estimates.
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 Form 8-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 and LBHI-Controlled Affiliates.
| Page 6 | ||||
Quarterly Financial Report as of April 3, 2025 (Unaudited)
Note 1 – Basis of Presentation (continued)
Future expenses and distributions are dependent on the resolution of certain judicial proceedings and administrative matters involving the Company and its Non-Controlled Affiliates. The timing for achieving final resolution of these matters is uncertain. Consequently, the Company cannot definitively specify a date for the final termination of its activities.
All cash flows in these Estimates are presented on an undiscounted basis.
This Quarterly Financial Report reflects cash activities through April 3, 2025, and is neither audited nor prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).
Key Assumptions
Recoveries from Non-Controlled Affiliates
The Company’s estimates of recoveries from Non-Controlled Affiliates incorporate the Company’s own current assumptions (informed by information obtained from Non-Controlled Affiliates’ fiduciaries including from the Company’s involvement on creditors’ committees), except for recoveries from LBH PLC—Subordinated Debt and Related Agreements, for which the company derived its estimated recoveries from the “Base case” scenario per the most recent estimated outcome statement as at February 24, 2025 disclosed by administrator PWC. (See Note 2 – Due from Non-Controlled Affiliates for additional information)
Certain receivables from Non-Controlled Affiliates are denominated in foreign currencies, and as such, estimated recoveries related to these receivables are subject to movements in foreign exchange rates. The Company does not hedge against movements in foreign exchange rates.
The majority of estimated remaining recoveries from
Non-Controlled Affiliates are contingent upon (i) the resolution of matters in dispute and/or active litigation, (ii) the receipt of non-U.S. government and/or Court approvals, and/or (iii) the final wind down of estates not controlled by LBHI. As such, the timing and amount of future recoveries from Non-Controlled Affiliates are uncertain, and actual recoveries may differ materially from these estimates.
Litigation
The Company is involved in or may be impacted by judicial proceedings including those of Non-Controlled Affiliates. The Company’s Cash Flow Estimates incorporate the Company’s own current assumptions in these matters. (See Note 4 – Legal Proceedings for additional information)
Reporting of Claim Assignments
As part of the Company’s planned operational wind down and legal entity dissolution process, LBHI has received claims against itself by way of assignment from various affiliated entities, with no resulting economic effect on estimated overall recoveries. The receivables and payables of such claims are netted in the Balance Sheets of this Quarterly Financial Report.
Due from Affiliates
(as shown in the Balance Sheets and Note 2 and Note 3 herein)
Due from Affiliates represents (i) LBHI and LBHI-Controlled Affiliates receivables related to transactions with Non-Controlled Affiliates, and (ii) LBHI receivables related to transactions with LBHI-Controlled Affiliates.
In these April 3, 2025 Balance Sheets, Due from Non-Controlled Affiliates and Due from LBHI-Controlled Affiliates are recorded at estimated recoveries on these claims. These estimates are subject to ongoing review and revision.
| Page 7 | ||||
Quarterly Financial Report as of April 3, 2025 (Unaudited)
Note 2 – Due from Non-Controlled Affiliates
The following table presents, on an aggregate basis for LBHI and LBHI-Controlled Affiliates, admitted or agreed filed claims against Non-Controlled Affiliates, Collections through April 3, 2025, and aggregate remaining Estimated Recoveries:
| $ in millions |
Local Currency |
Admitted or Agreed Claims in Local Currency |
Collections To Date in Local Currency |
Estimated Recoveries in USD (1) |
||||||||||||
| Europe |
||||||||||||||||
| Lehman Brothers Finance S.A. |
CHF | 11,092 | (2,308 | ) | ||||||||||||
| LBH PLC - Subordinated Debt and Related Agreements (2) |
GBP | 1,061 | (38 | ) | ||||||||||||
| Thayer Properties Limited |
GBP | 172 | (118 | ) | ||||||||||||
| LB (PTG) Ltd |
GBP | 171 | (98 | ) | ||||||||||||
|
|
|
|||||||||||||||
| Total Europe |
120 | |||||||||||||||
|
|
|
|||||||||||||||
| Asia |
||||||||||||||||
| LB Commercial Corp. Asia Limited |
HKD | 19,479 | (12,114 | ) | ||||||||||||
| LB Asia Pacific (Singapore) PTE |
SGD | 936 | (563 | ) | ||||||||||||
| LB Investments PTE Ltd |
SGD | 805 | (522 | ) | ||||||||||||
| Lehman Brothers Australia Ltd |
AUD | 114 | (85 | ) | ||||||||||||
| Other |
||||||||||||||||
|
|
|
|||||||||||||||
| Total Asia |
2 | |||||||||||||||
|
|
|
|||||||||||||||
| Total |
$ | 122 | ||||||||||||||
|
|
|
|||||||||||||||
| (1) | Estimated Recoveries include recovery amounts from all entities shown in the table. |
| (2) | Admitted or Agreed Claim balance has not been adjusted for guarantee claim payments. |
| Page 8 | ||||
Quarterly Financial Report as of April 3, 2025 (Unaudited)
Note 2 – Due from Non-Controlled Affiliates (continued)
The table below presents the Estimated Recoveries from Non-Controlled Affiliates as of April 3, 2025, and the related activity since the previously filed Quarterly Financial Report as of December 31, 2024 (See Section IV – Balance Sheets):
| Activity 1/1/25 - 4/3/25 | ||||||||||||||||
| $ in millions | As of December 31, 2024 |
Cash Receipts | Estimate Changes (1) |
As of April 3, 2025 |
||||||||||||
| Due From Non-Controlled Affiliates |
$ | 396 | $ | (89 | ) | $ | (185 | ) | $ | 122 | ||||||
| (1) | Cash receipts include distributions from certain non-controlled affiliates in the United Kingdom, primarily the final distribution on senior claims into Lehman Brothers Holdings PLC. |
| (2) | The decrease in Estimate Changes primarily relates to the change in methodology from recording Due from Non-Controlled Affiliates at Maximum Potential Recoveries in the previously filed Quarterly Financial Report as of December 31, 2024 to recording these balances at Estimated Recoveries in this Quarterly Financial Report as of April 3, 2025; partly offset by the positive impact of movements in foreign exchange rates for the period. |
| Page 9 | ||||
Quarterly Financial Report as of April 3, 2025 (Unaudited)
Note 2 – Due from Non-Controlled Affiliates (continued)
The Company owns a subordinated claim of £1.061 billion against LBH PLC, a non-controlled affiliate in administration in the UK.
In accordance with the Amended Framework Agreement, and the Company’s agreements with holders of approximately 16.8% of ECAPS, the Company is the beneficiary of future LBH PLC distributions recoveries as follows:
| (a) | ~36% of any funds available for subordinated creditors up to £225 million of funds available; and |
| (b) | ~64% of any funds available for subordinated creditors in excess of £225 million of funds available. |
In LBH PLC’s most recent estimated outcome statement, as at February 24, 2025, LBH PLC reported “Base case” estimated future distributions to its subordinated creditors of £194 million. Using this estimate, LBHI would receive approximately £69 million (or $91 million USD equivalent), which is included in the Company’s Cash Flow Estimates. Note: LBH PLC also reported “High case” estimated future distributions to its subordinated creditors of £221 million, which would result in a recovery to LBHI of approximately £79 million (or $103 million USD equivalent).
LBH PLC is the sole beneficiary of all distributions flowing from LB Holdings Intermediate 2 Limited. (“LBHI2”). LBHI2, through its interest in the Wentworth Joint Venture, is the beneficiary of 75% of future distributions flowing from Lehman Brothers International Europe (“LBIE”).
| Page 10 | ||||
Quarterly Financial Report as of April 3, 2025 (Unaudited)
Note 3 – Due to LBHI from LBHI-Controlled Affiliates
The table below presents the Due to LBHI from LBHI-Controlled Affiliates balances as of April 3, 2025, and the related activity since the previously filed Quarterly Financial Report as of December 31, 2024 (See Section IV – Balance Sheets):
| Activity 1/1/25 - 4/3/25 | ||||||||||||||||
| $ in millions | As of December 31, 2024 |
Cash Receipts | Other (1) | As of April 3, 2025 |
||||||||||||
| Due to LBHI from LBHI-Controlled Affiliates |
$ | 12 | $ | — | $ | (7 | ) | $ | 5 | |||||||
| (1) | Other includes the write-down of $7 million related to the wind down of an insolvent LBHI-Controlled entity. |
| Page 11 | ||||
Quarterly Financial Report as of April 3, 2025 (Unaudited)
Note 4 – Legal Proceedings
The Company is involved in or will be impacted by judicial proceedings. Listed below are proceedings asserting or relating to claims against LBHI. These proceedings could affect the timing and amount of future distributions. As more information becomes available, the Company may revise its cash flow estimates in future Quarterly Financial Reports. (See Note 1 – Basis of Presentation – Litigation for further discussion.)
| ACTIVE LITIGATIONS | ||||||||
| Counterparty |
Controlled Entities Party to Litigation |
Debtor(s) Potentially Impacted by Litigation |
Court |
Note | ||||
| LBF - Enasarco | None | LBHI | Swiss Court | (a) | ||||
| 2138747 Ontario Inc. (“Ontario”) v. LBHI | LBHI | LBHI | NYS Supreme | (b) | ||||
| Page 12 | ||||
Quarterly Financial Report as of April 3, 2025 (Unaudited)
Note 4 – Legal Proceedings (continued)
| (a) | LBF– Enasarco |
Enasarco v. LBF is a dispute regarding the appropriate valuation of a terminated derivative transaction. Enasarco filed a claim of CHF 67 million against LBF based on the alleged loss incurred on the replacement of its derivative trade. The replacement trade was executed several months after the termination date of the original trade with LBF. LBF argued, among other things, that Enasarco had an obligation to value the trade as of the Early Termination Date, which would have resulted in a receivable to LBF, but in any event by a date earlier than that used by Enasarco.
LBF pursued the receivable in the UK courts but was not successful. In Switzerland, LBF rejected Enasarco’s claim and Enasarco objected. Enasarco’s claim was litigated in first instance Swiss Court (on remand), and in December 2021, that court ruled in favor of Enasarco, granting Enasarco the full amount of its filed claim plus certain legal costs. LBF appealed this ruling to the Superior Court of the Canton of Zurich and in October 2022, the Superior Court denied LBF’s appeal on procedural grounds. LBF appealed this decision to the Swiss Federal Supreme Court, and in September 2023, the Court granted LBF’s appeal. The appeal has been fully briefed in the Superior Court.
LBHI is the largest creditor of LBF, a non-controlled affiliate in liquidation in Switzerland. LBF’s remaining future distributions will be materially impacted by the outcome of this legal proceeding.
In addition, the outcome of LBHI’s lone remaining disputed claim will be based on the outcome of this litigation (see footnote (3) on page 5 for more information).
| (b) | 2138747 Ontario Inc. (“Ontario”) v. LBHI |
Ontario, a company formed by the founder of Skypower Corp. to bring claims against Samsung C&T Corporation and Samsung America, Inc. (together, “Samsung”) for alleged misappropriation of trade secrets, sued LBHI and Ontario’s former law firm in New York State Supreme Court in July 2017 for alleged damages of at least $175 million for failing to properly document and effectively convey LB Skypower Inc.’s purported claims against Samsung to Ontario. LB Skypower Inc. was an
indirect non-debtor subsidiary of LBHI and was the majority investor in Skypower Corp., a clean energy company in Canada.
The defendants moved to dismiss all claims and the Court granted that motion except for the breach of contract claim against LBHI. The Court bifurcated the case into a liability phase and then a damages phase, should LBHI be found liable. The parties have each moved for summary judgement on liability. Oral argument on those motions was heard on April 21, 2025.
LBHI believes it will prevail on its motion and the case will be dismissed in its entirety based on numerous grounds cited in the motion. LBHI is also seeking sanctions (reimbursement of fees and costs) against Ontario for its frivolous conduct in connection with the pending motions.
| Page 13 | ||||
Quarterly Financial Report as of April 3, 2025 (Unaudited)
Note 5 – 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 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 for pre-petition and post-petition years.
As of April 3, 2025, the Company’s estimate for potential amounts owed to federal, state, local and international taxing authorities is $7.1 million.
Net Operating Losses
The NOLs of the LBHI Tax Group (including LBHI-Controlled Affiliates) are subject to audit and adjustment by the IRS. Substantially all of the LBHI Tax Group’s current consolidated net operating loss carryovers are attributable to the Debtor. The Plan provides for an orderly liquidation of the Debtors. As previously disclosed in the Company’s Quarterly Financial Report as of March 31, 2012 [Docket No. 29731], the LBHI Tax Group received a private letter ruling from the IRS in connection with the Plan going effective that stated (i) the liquidation of the Debtor for U.S. federal income tax purposes may occur over an extended period, and (ii) the reduction of the LBHI Tax Group’s NOLs as a result of the discharge
of debt pursuant to the Plan generally would not occur until completion of the liquidation.
In January 2025, the Company received a supplemental IRS ruling extending the original ruling relating to the Company’s liquidation. All remaining Debtor NOLs not previously utilized to absorb taxable income of the LBHI Tax Group are expected to be fully utilized to offset income resulting from the discharge of debt on the final date of liquidation of LBHI.
| Page 14 | ||||
| IV. | Balance Sheets |
LEHMAN BROTHERS HOLDINGS INC. and LBHI-Controlled Affiliates
Balance Sheets As of April 3, 2025
(Unaudited)
| ($ in millions) |
Lehman Brothers Holdings Inc. 08-13555 (1) |
Total LBHI- Controlled Affiliates (2) |
||||||
| Assets |
||||||||
| Cash and short-term investments |
$ | 96 | $ | 5 | ||||
| Financial instruments and Other Assets |
9 | 7 | ||||||
| Investments in Affiliates |
5 | 0 | ||||||
| Due from Affiliates: |
||||||||
| LBHI-Controlled Affiliates |
6 | 0 | ||||||
| Non-Controlled Affiliates |
122 | 0 | ||||||
|
|
|
|
|
|||||
| Total Due from Affiliates |
128 | 0 | ||||||
|
|
|
|
|
|||||
| Total Assets |
$ | 238 | $ | 13 | ||||
|
|
|
|
|
|||||
| Liabilities and Stockholders’ Equity |
||||||||
| Liabilities |
||||||||
| Other Liabilities |
$ | 5 | $ | 0 | ||||
| Due to Affiliates |
0 | 6 | ||||||
| Taxes Payable |
6 | 1 | ||||||
| Liabilities Subject to Compromise |
128,170 | — | ||||||
|
|
|
|
|
|||||
| Total Liabilities |
128,181 | 7 | ||||||
| Stockholders’ Equity |
(127,943 | ) | 5 | |||||
|
|
|
|
|
|||||
| Total Liabilities and Stockholders’ Equity |
$ | 238 | $ | 13 | ||||
|
|
|
|
|
|||||
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 LBHI do not reflect the impact of eliminations of intercompany balances and investments in subsidiaries. |
| (2) | Balances for LBHI-Controlled Affiliates reflect the impact of eliminations of (i) intercompany balances only between LBHI-Controlled Affiliates and (ii) investments in subsidiaries only between LBHI-Controlled Affiliates. |
| Page 15 | ||||