-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MQy5px5Hf4dvDbF/c81RILBKuQ8acnnYhk0F2sjE6fEz39qNDQv1ldRf3s0bhXNK hHbFcOYacNkyBSzzpNtOvw== 0001193125-10-232565.txt : 20101020 0001193125-10-232565.hdr.sgml : 20101020 20101020153039 ACCESSION NUMBER: 0001193125-10-232565 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20091231 FILED AS OF DATE: 20101020 DATE AS OF CHANGE: 20101020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09466 FILM NUMBER: 101132781 BUSINESS ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 11-K 1 d11k.htm FORM 11-K Form 11-K
Table of Contents

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 11-K

 

 

 

x

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

OR

 

¨

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

 

 

Commission file number 1-7657

 

 

 

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

LEHMAN BROTHERS SAVINGS PLAN

 

B.

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Lehman Brothers Holdings Inc.

1271 Avenue of the Americas

New York, NY 10020

(646) 285-9000

 

 

 


Table of Contents

 

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

Lehman Brothers Savings Plan

Years ended December 31, 2009 and 2008

with Report of Independent Registered Public Accounting Firms


Table of Contents

 

Lehman Brothers Savings Plan

Financial Statements

and Supplemental Schedule

Years Ended December 31, 2009 and 2008

Contents

 

Report of Independent Registered Public Accounting Firms

     1- 2   

Financial Statements

  

Statements of Net Assets Available for Benefits

     3   

Statements of Changes in Net Assets Available for Benefits

     4   

Notes to Financial Statements

     5-17   

Supplemental Schedule

     18   

Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year)

     19-20   

Signature

  

Exhibit Index

  

Exhibit 23.1 Consent of Independent Registered Public Accounting Firm – Ernst & Young

  

Exhibit 23.2 Consent of Independent Registered Public Accounting Firm – Mitchell & Titus

  


Table of Contents

 

Report of Independent Registered Public Accounting Firm

Employee Benefit Plans Committee

Lehman Brothers Holdings Inc.

We have audited the accompanying statement of net assets available for benefits of the Lehman Brothers Savings Plan (the “Plan”) as of December 31, 2009 and the related statements of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2009 and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Our audit was performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2009, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Ernst & Young LLP

New York, New York

October 15, 2010

 

1


Table of Contents

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Employee Benefit Plans Committee

Lehman Brothers Holdings Inc.

We have audited the accompanying statements of net assets available for benefits of the Lehman Brothers Savings Plan (the “Plan”) as of December 31, 2008 and the related statements of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2008 and the changes in its net assets available for benefits for the year then ended, in conformity with U.S. generally accepted accounting principles.

 

/s/ Mitchell & Titus LLP

New York, New York

June 11, 2010

 

2


Table of Contents

 

Lehman Brothers Savings Plan

Statements of Net Assets Available for Benefits

 

    December 31,  
    2009        2008  
    (in thousands)  

Assets

 

Investments, at fair value

  $ 601,077         $ 1,022,793   

Participant loans

    4,582           12,906   

Employee contribution receivables

    —             56   
                  
    605,659           1,035,755   

Liabilities

      

Accrued expenses and other liabilities

    127           292   
                  

Net assets available for benefits, at fair value

    605,532           1,035,463   

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

    —             1,323   
                  

Net assets available for benefits

  $ 605,532         $ 1,036,786   
                  

See accompanying notes to financial statements.

 

3


Table of Contents

 

Lehman Brothers Savings Plan

Statements of Changes in Net Assets Available for Benefits

 

    Years Ended December 31,  
    2009                2008          
    (in thousands)  

Additions:

      

Additions to net assets attributed to:

      

Investment income:

      

Net realized and unrealized appreciation / (depreciation) in fair value

  $ 262,822         $ (955,343

Interest and dividends

    16,891           44,389   
                  

Total investment income / (loss)

    279,713           (910,954

Contributions:

      

Participants

    21,252           124,840   

Rollovers

    1,257           10,135   
                  

Total contributions

    22,509           134,975   

Transfers in from other Plans:

      

Capital Crossing Inc. 401(k) Plan

    —             2,737   
                  

Total transfers

   

 

—  

 

  

 

      

 

2,737

 

  

 

                  

Total additions/(deductions)

    302,222           (773,242

Deductions:

      

Deductions from net assets attributed to:

      

Participant withdrawals

    (220,671        (385,119

Administrative fees

    (509        (1,049
                  

Transfers out to other Plans:

      

Neuberger Berman Group 401(k) Plan

    (512,296        —     
                  

Total transfers

   

 

(512,296

 

 

      

 

—  

 

  

 

                  

Total deductions

   

 

(733,476

 

 

      

 

(386,168

 

 

                  

Net decrease in net assets

    (431,254        (1,159,410

Net assets available for benefits:

      

Beginning of year

    1,036,786           2,196,196   
                  

End of year

  $ 605,532         $ 1,036,786   
                  

See accompanying notes to financial statements.

 

4


Table of Contents

Lehman Brothers Savings Plan

Notes to Financial Statements

For the years ended December 31, 2009 and 2008

 

 

1. Description of the Plan

General

The Lehman Brothers Savings Plan (the “Plan”) is a defined contribution plan. The Plan became effective January 1, 1984 and was amended and restated from time to time thereafter, including a restatement on December 31, 2008. Additionally, the Plan was further restated as of December 31, 2009 to take into account certain full vesting for force reductions in 2008. Under the terms of the Plan, qualified employees of Lehman Brothers Holdings Inc. (“Lehman”) and its participating subsidiaries (collectively, the “Company”) are eligible to participate in the Plan as soon as administratively practicable following their date of employment.

The December 2008 Plan restatement revised the Plan to discontinue all further employer contributions under the Plan for Plan Years ending on or after December 31, 2008 and to permit a single individual to serve as the Committee. The restatement also made certain changes required by legislative and regulatory changes, including changes under the Pension Protection Act of 2006.

On September 15, 2008, Lehman and certain of its subsidiaries (the “Debtors”) filed a voluntary bankruptcy filing under Chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). The Debtors’ Chapter 11 cases have been consolidated for procedural purposes only and are being administered pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure. The Debtors are authorized to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On September 19, 2008, a proceeding was commenced under the Securities Investor Protection Act of 1970 (“SIPA”) with respect to Lehman Brothers Inc., Lehman’s wholly-owned broker-dealer subsidiary. On September 22, 2008, Barclays Capital Inc. (“Barclays”) agreed to acquire substantially all of the U.S. operations of Lehman Brothers Inc, including hiring most of the employees. Certain employees of the Company were retained by the Debtors for purposes of winding down the estate. In addition, employees of certain non-debtor entities such as Aurora Bank and FSB remain with the Plan.

In May 2009, Neuberger Berman LLC (“Neuberger”) began operating independently from the Debtors. It was determined that effective January 1, 2010, Neuberger would sponsor its own Savings Plan (“Neuberger Berman Group 401(k) Plan”). Participant account balances from the Plan for employees of Neuberger who were active on January 1, 2010 or who had terminated from Neuberger prior to this date but who had balances in the Neuberger Berman Value Equity Fund, were transferred to the Neuberger Berman Group 401(k) Plan on December 31, 2009. In addition, employees of the Lehman Trust Companies were transferred from the Company to Neuberger Berman during 2010 and the account balances of these employees were moved from the Plan to the Neuberger Berman Group 401(k) Plan as of July 15, 2010.

 

5


Table of Contents

Lehman Brothers Savings Plan

Notes to Financial Statements

For the years ended December 31, 2009 and 2008

1. Description of the Plan (continued)

General (continued)

 

The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). A more complete description of the Plan is contained in the Plan document, which is available to all participants from the Plan Administrator.

Records of all financial transactions involving Plan assets including receipt of contributions and investment earnings, payment of benefits and expenses, and purchase and sale of investments, are maintained by Fidelity Management Trust Company and its affiliates (collectively referred to as “FMTC”).

Contributions

Upon enrollment, a participant may elect to contribute, on a pre-tax basis, or effective January 1, 2008 on an after-tax Roth 401(k) basis, between one and fifty percent of eligible compensation, as defined by the Plan document. For years prior to 2008, the Company provided a discretionary Company contribution, in Lehman stock or cash, on behalf of eligible participants who had a twelve-month period of service, as defined by the Plan document, and were active employees on the last day of the Plan year.

For the 2009 and 2008 Plan years, the Company elected not to make a Company contribution. The Plan was amended in 2008 to discontinue all further Company contributions to the Plan in future Plan years.

Participant pre-tax contributions are not subject to tax until distribution. The Internal Revenue Code of 1986, as amended (the “Code”), provides that pre-tax contributions (and any elective deferrals to other plans containing a cash or deferred arrangement) will be included in participant gross income to the extent such contributions exceed the statutory limitation.

Unlike pre-tax contributions, after-tax Roth 401(k) contributions do not reduce a participant’s current taxable income. By making after-tax Roth 401(k) contributions, however, participants have the potential to receive a tax-free withdrawal from the Plan in the future.

The maximum elective deferral limitation amount was $16,500 for 2009 and $15,500 for 2008 and applies to both pre-tax or after-tax Roth 401(k) contributions or any combination thereof during the Plan year.

The Company’s contributions on behalf of participants, as well as the income and appreciation on amounts invested in the Plan, are also not subject to tax until distributed.

 

6


Table of Contents

Lehman Brothers Savings Plan

Notes to Financial Statements

For the years ended December 31, 2009 and 2008

1. Description of the Plan (continued)

Contributions (continued)

 

The Plan allows Catch-Up contributions as permitted under the Economic Growth and Tax Relief Reconciliation Act of 2001. The maximum limitation for Catch-Up contributions was $5,500 for 2009 and $5,000 for 2008.

Rollover contributions represent contributions to the Plan of certain assets previously held on behalf of participants by other qualified plans.

Participants may direct how their contributions are to be invested in the available investment options offered by the Plan.

Participant Accounts

Separate accounts are maintained for each participant whereby the participant’s account is credited for contributions and credited or charged, as appropriate, for investment experience. Participant accounts are also charged for withdrawals, loans and any applicable administrative fees. The periodic allocation of investment experience is based upon the participant’s beneficial interest in each of the investment funds on the valuation date.

Vesting

Participants are immediately 100% vested in their pre-tax, after-tax Roth 401(k) and Catch-Up contributions for all Plan years and in any Company contributions that were made for any Plan year prior to 2005. Participants shall be 100% vested in their Company contributions made for 2005, 2006 and 2007 Plan years once they attained three years of vesting service, as defined by the Plan document. As a result of the sale of substantially all of the U.S. operations of Lehman Brothers Inc. to Barclays, Plan participants that were hired by Barclays on September 22, 2008 and other participants involuntarily terminated during 2008 were fully vested in their Company contributions as of that date.

Participant Loans

Generally, participants may borrow from their plan accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their vested account balance, whichever is less. Loan terms range from 1 to 5 years or up to 10 years for the purchase of a primary residence, as long as documentation is provided. The loans are secured by the participant’s account and bear interest at the rate of prime plus one percent. Principal and interest are paid ratably through biweekly or monthly payroll deductions, depending on the frequency with which

 

7


Table of Contents

Lehman Brothers Savings Plan

Notes to Financial Statements

For the years ended December 31, 2009 and 2008

1. Description of the Plan (continued)

Participant Loans (continued)

 

the employee is paid. At December 31, 2009 and 2008, loans bore interest at rates ranging from 4.25% to 10.50% and were due at various dates through 2034. Participants that are still employed by the Company, but are not able to repay their loans through payroll deductions, are required to repay their loans through monthly payments made directly to FMTC. Participants who terminate their employment with outstanding loan balances have 90 days following termination to repay the loan. Loans not repaid in that timeframe (or the grace period for curing the default) will be reported as taxable distributions. On September 18, 2008, in connection with the sale to Barclays, the Plan was amended to permit loans to remain outstanding following termination of employment at the discretion of the Committee. Outstanding loan balances will also be treated as taxable distributions for those participants who request a distribution of their account prior to repaying their loan. For the years ended December 31, 2009 and 2008, loan balances in default of $4,420,935 and $4,993,654, respectively, have been reported as taxable distributions to participants.

Payment of Benefits

Participants may elect, after attaining the age of 59 1/2, to withdraw all or a portion of the value of their accounts. Withdrawals by actively employed participants, before the age of 59 1/2, are permitted for pre-tax contributions and pre-1989 earnings thereon, only after meeting specified financial hardship criteria and after obtaining approval from the Plan Administrator. Participants can elect to withdraw all or a portion of their rollover contributions made to the Plan.

If the participant’s employment with the Company terminates at any point prior to death, the participant may elect to receive a full or partial distribution of his/her account balance.

In the event the participant’s account does not exceed $1,000, an immediate lump sum payment will be made automatically. After participants attain the age of 70 1/2, they must begin receipt of their remaining account balance in accordance with the minimum required distribution provision and the Plan rules.

Upon death, the balance in the participant’s account is paid to the designated beneficiary (as provided by the Plan) in a lump-sum payment; however, the beneficiary may elect instead to receive one or more payments over a period of up to five years following death if the account exceeds $1,000.

 

8


Table of Contents

Lehman Brothers Savings Plan

Notes to Financial Statements

For the years ended December 31, 2009 and 2008

1. Description of the Plan (continued)

 

Forfeited Accounts

The balance on the forfeited non-vested participant accounts was $1,540,266 and $1,314,698 at December 31, 2009 and 2008, respectively. The increase in the balance is the net effect of additional forfeitures that occurred during the year, reduced by administrative expenses paid in 2009. In 2008, there was a transaction with Barclays in which certain employees were terminated from Lehman Brothers Inc. and hired directly by Barclays. This and certain other transactions resulted in a partial plan termination. As a result, certain unvested Company contribution balances initially deemed forfeited have been reinstated during 2010 from the forfeiture account for the impacted participants. The total amount reinstated, including principal and related earnings, totaled $1,342,537.

Administrative Expenses

Except to the extent paid by the Company, all expenses of the Plan are paid by the Plan. In 2009 and 2008, the Plan was charged $509,145 and $1,048,697, respectively, for third party administrative expenses incurred during the respective years.

2. Summary of Significant Accounting Policies

Basis of Accounting

The financial statements of the Plan have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are presented on the accrual basis of accounting.

As required by ASC 962, Plan Accounting – Defined Contribution Pension Plan, investments in the accompanying Statements of Net Assets Available for Benefits include fully benefit-responsive investment contracts recognized at fair value. ASC 962 requires fully benefit responsive investment contracts to be reported at fair value in the Plan’s Statement of Net Assets Available for Benefits with a corresponding adjustment to reflect these investments at contract value.

New Accounting Pronouncements

The Hierarchy of U.S. Generally Accepted Accounting Principles

The Financial Accounting Standards Board (“FASB”) has issued “The Hierarchy of Generally Accepted Accounting Principles” which identifies the sources of accounting principles and provides a U.S. GAAP hierarchy for selecting the principles to be used in preparation of financial statements that are present in conformity with U.S. GAAP. The standard is effective for financial statements issued for interim and annual periods ending

 

9


Table of Contents

Lehman Brothers Savings Plan

Notes to Financial Statements

For the years ended December 31, 2009 and 2008

2. Summary of Significant Accounting Policies (continued)

New Accounting Pronouncements (continued)

 

after September 15, 2009. As the standard is not intended to change or alter existing U.S. GAAP, adoption of this standard did not impact the Plan’s financial statements.

Subsequent Events

In May 2009, the FASB issued FASB Statement Number 165, Subsequent Events, which was codified into Accounting Standards Codification (“ASC”) 855, Subsequent Events, to provide general standards for accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or available to be issued. ASC 855 was amended in February 2010. The Plan has adopted ASC 855, as amended.

Fair Value of Investments

In September 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-12, Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). ASU 2009-12 amended ASC 820 to allow entities to use net asset value (NAV) per share (or its equivalent), as a practical expedient, to measure fair value when the investment does not have a readily determinable fair value and the net asset value is calculated in a manner consistent with investment company accounting. The Plan adopted the guidance in ASU 2009-12 for the reporting period ended December 31, 2009 and it did not have an effect on the Plan’s net assets available for benefits or its changes in net assets available for benefits.

In January 2010, the FASB issued ASU 2010-06, Improving Disclosures about Fair Value Measurements. ASU 2010-06 amends fair value disclosure requirements by requiring an entity to: (i) disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers; and (ii) present separately information about purchases, sales, issuances and settlements of Level 3 fair value measurements (i.e., gross presentation). Additionally, ASU 2010-06 clarifies existing disclosure requirements related to the level of disaggregation for each class of assets and liabilities and disclosures about inputs and valuation techniques for fair value measurements classified as either Level 2 or Level 3. The new disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures requiring separate presentation of information about purchase, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for interim and annual periods beginning after December 15, 2010. The adoption of the new disclosure requirements in ASU 2010-06 is not expected to have a material impact on the Plan’s financial statements.

 

10


Table of Contents

Lehman Brothers Savings Plan

Notes to Financial Statements

For the years ended December 31, 2009 and 2008

2. Summary of Significant Accounting Policies (continued)

New Accounting Pronouncements (continued)

 

Participant Loans

On September 28, 2010, the FASB issued ASU 2010-25, Reporting Loans to Participants by Defined Contribution Pension Plans, which is effective for plan years ending after December 15, 2010. The new standard will require that participant loans be classified as notes receivable for U.S. GAAP purposes and measured at unpaid principal balance plus accrued but unpaid interest. Currently these participant loans are classified as Plan investments, and are subject to the fair value measurement and disclosure requirements of ASC 820, Fair Value Measurements and Disclosures. Adopting this new standard will eliminate the need to calculate fair values and present disclosures for these loans in accordance with ASC 820.

Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates.

Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value. Refer to Note 8 for disclosure about fair value measurements.

The Plan invested in fully benefit-responsive investment contracts. These investment contracts are recorded at fair value (see Note 8); however, since these contracts are fully benefit-responsive, an adjustment is reflected in the statement of Net Assets Available for Benefits to present these investments at contract value. Contract value is the relevant measurement attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The contract value represents contributions plus earnings, less participant withdrawals and administrative expenses.

Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date.

Payment of Benefits

Benefits are recorded when paid.

 

11


Table of Contents

Lehman Brothers Savings Plan

Notes to Financial Statements

For the years ended December 31, 2009 and 2008

 

 

3. Investments

Investment of contributions among the investment funds can be made in increments of 1%, with a maximum of 20% of contributions permitted to be invested in the Lehman Brothers Common Stock Fund (50% prior to December 27, 2007). Participants can elect to change their contribution rate and investment direction of new contributions on a daily basis. Participants may also elect to transfer existing fund balances among investment funds on a daily basis. Effective with the bankruptcy filing of the Debtors on September 15, 2008, neither future employee contributions nor fund transfers were permitted into the Lehman Brothers Stock Fund.

The following table presents the investments at fair value held by the Plan at December 31, 2009 and 2008, respectively:

 

    December 31,  
            2009                        2008          
    (in thousands)  

Investments, at fair value

      

Mutual Funds

  $ 579,231         $ 558,105   

Separate accounts

    21,527           279,537   

Company Stock

    319           479   

Stable Value Fund

    —             184,492   

Wrap contracts

    —             180   

Participant loans

    4,582           12,906   
                  

Total

  $ 605,659         $ 1,035,699   
                  

The following table presents the net appreciation/(depreciation) in fair value of investments held by the Plan at December 31, 2009 and 2008, respectively:

 

    Years Ended December 31,   
    2009           2008   
    (in thousands)   

Net appreciation/(depreciation) in fair value of investments:

      

Mutual Funds

  $ 141,329         $ (428,760

Company Stock

    32           (222,002

Separate Accounts

    121,461           (304,581
                  

Total

  $ 262,822         $ (955,343
                  

 

12


Table of Contents

Lehman Brothers Savings Plan

Notes to Financial Statements

For the years ended December 31, 2009 and 2008

3. Investments (continued)

 

The following is a schedule of investments held in excess of 5% of the net assets available for benefits at December 31, 2009 and 2008, respectively:

 

   

Fair Value

at December 31,

 
    2009            2008      
    (in thousands)  

Funds:

      

Vang Prime MM Inst

    104,201           —     

Vanguard Inst Index Plus

    71,636           81,227   

Fidelity Large-Cap Stock

    48,933           43,121   

Fidelity Diversified Intl K

    45,154           48,634   

Pimco Total Return Inst

    41,120           53,873   

Neuberger Berman High Inc Bond Inv

    32,683           30,053   

4. Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participant account balances and the amounts reported in the statements of net assets available for benefits.

5. Plan Termination

While it has not expressed any intent to do so, Lehman has the right to terminate the Plan at any time subject to the provisions set forth in ERISA and the Code. In the event of Plan termination, participants would immediately become 100% vested in their employer contributions.

6. Income Tax Status

The Plan received a determination letter from The Internal Revenue Service dated August 19, 2003, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the Internal Revenue Service, the Plan was amended and restated. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable

 

13


Table of Contents

Lehman Brothers Savings Plan

Notes to Financial Statements

For the years ended December 31, 2009 and 2008

6. Income Tax Status (continued)

 

requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt.

7. Party in Interest Transactions

Certain Plan investments were managed and held in trust by FMTC and Invesco during 2009 and 2008. This qualifies FMTC and Invesco as parties in interest. Fees paid by the Plan to FMTC and Invesco for administrative and investment fees amounted to $182,166 and $181,351 and $110,525 and $204,291 for the years ended December 31, 2009 and 2008, respectively.

8. Fair Value Measurements

Under U.S. GAAP fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). The fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820 are described below:

Level 1 – Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities.

Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:

 

   

quoted prices for similar assets and liabilities in active markets

 

   

quoted prices for identical or similar assets or liabilities in markets that are not active

 

   

observable inputs other than quoted prices that are used in the valuation of the asset or liabilities

 

   

inputs that are derived principally from or corroborated by observable market data by correlation or other means

Level 3 – Unobservable inputs for the asset or liability (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumption about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).

 

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Lehman Brothers Savings Plan

Notes to Financial Statements

For the years ended December 31, 2009 and 2008

8. Fair Value Measurements (continued)

 

The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measure in its entirety.

Following is a description of the valuation methodologies used for assets and liabilities measured at fair value.

Company stocks: Valued based on quoted market prices in the over-the-counter market.

Mutual funds: Valued at the net asset value (‘NAV’) of shares held by the Plan at year end or quoted market prices in active markets.

Separate accounts: Valued based on the NAV of the Investment Managers who manage the underlying assets. The NAV is a quoted price in a market that is not active, so they are classified within level 2 of the valuation hierarchy.

Participant loans: Valued at cost, which approximates fair value.

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets carried at fair value as of December 31, 2009.

 

     Assets at Fair Value as of December 31, 2009  
     Level 1      Level 2      Level 3      Total  
     (in thousands)  

Company stock

   $ —         $ 319       $ —         $ 319   

Mutual funds

     579,231         —           —           579,231   

Separate accounts

     —           21,527         —           21,527   

Loans to participants

     —           —           4,582         4,582   
                                   

Total assets at fair value

   $ 579,231       $ 21,846       $ 4,582       $ 605,659   
                                   

 

15


Table of Contents

Lehman Brothers Savings Plan

Notes to Financial Statements

For the years ended December 31, 2009 and 2008

8. Fair Value Measurements (continued)

 

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets carried at fair value as of December 31, 2008.

 

     Assets at Fair Value as of December 31, 2008  
     Level 1      Level 2      Level 3      Total  
     (in thousands)  

Company stock

   $ —         $ 479       $ —         $ 479   

Mutual funds

     558,105               558,105   

Separate accounts

     —           279,537         —           279,537   

Stable Value Fund:

           

Guaranteed invest. contracts

     —           107,169         —           107,169   

Wrap contracts

     —           —           180         180   

Money market

     —           77,323         —           77,323   

Loans to participants

     —           —           12,906         12,906   
                                   

Total assets at fair value

   $ 558,105       $ 464,508       $ 13,086       $ 1,035,699   
                                   

Level 3 Assets

The table below sets forth a summary of changes in the fair value of Level 3 assets for the year ended December 31, 2009.

 

     Participant
Loans
 
     (in thousands)  

Balance, beginning of year

   $ 12,906   

Loan issuances, repayments and defaults (net)

     (8,324
        

Balance, end of year

   $ 4,582   
        

 

16


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Lehman Brothers Savings Plan

Notes to Financial Statements

For the years ended December 31, 2009 and 2008

 

 

9. Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2009 and 2008 to the Form 5500:

 

    2009        2008  
    (in thousands)  

Net assets available for benefits per the financial statements

  $ 605,532         $ 1,036,786   

Amounts allocated to withdrawing participants

    —             (1,413
                  

Net assets available for benefits per the Form 5500

  $ 605,532         $ 1,035,373   
                  

The accompanying financial statements present fully benefit-responsive investment contracts at contract value. The Form 5500 requires fully benefit-responsive investment contracts to be reported at fair value. Therefore, the adjustment from contract value to fair value for fully benefit-responsive investment contracts represents a reconciling item.

The following is a reconciliation of benefits paid to participants as reflected in the financial statements to the Form 5500:

 

    2009        2008  
    (in thousands)  

Benefits paid to participants per the financial statements

  $ 220,671         $ 385,119   

Add: Amounts allocated to withdrawing participants at December 31, 2009 and 2008

    (1,413        1,413   
                  

Benefits paid to participants per the Form 5500

  $ 219,258         $ 386,532   

10. Subsequent Events

The Plan has evaluated the impact of events that have occurred subsequent to December 31, 2009 through October 15, 2010, the date the financial statements were available for issuance. Based on this evaluation, the Plan has determined no events were required to be recognized or disclosed in the financial statements other than the complaints disclosed below.

During 2010, complaints have been filed in Federal court against the Plan and related parties to the Plan as well as against the Plan’s independent auditors, Ernst & Young. The complaints allege a variety of claims including breach of fiduciary duty and negligent misrepresentation. The Company, on behalf of the Plan, believes that the complaints filed above are without merit and intends to defend them vigorously.

 

17


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Supplemental Schedule

 

18


Table of Contents

 

EIN: 13-3216325

Plan: 003

Lehman Brothers Savings Plan

Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year)

December 31, 2009

 

(a)    (b)   (c)                             (d) **    (e)  
     

Identity of Issue, Borrower, Lessor or

Similar Party

 

Description of Investments, Including                           

Maturity Date, Rate of Interest, Collateral,                           

Par or Maturity Date                          

  Cost    Current Value  
   Company Stock:       

*

   Lehman Brothers Common Stock Fund   Common Stock        319,554   
   Mutual Funds:       

*

   Fidelity Capital and Income   Mutual Fund        31   

*

   Fidelity Select Biotech   Mutual Fund        3,546,557   

*

   Fidelity Select Healthcare   Mutual Fund        5,366,876   

*

   Fidelity Select Technology   Mutual Fund        6,987,979   

*

   Fidelity Select Telecomm   Mutual Fund        2,132,715   

*

   Fidelity Large-Cap Stock   Mutual Fund        48,933,363   

*

   Fidelity Freedom 2010   Mutual Fund        3,912,293   

*

   Fidelity Freedom 2020   Mutual Fund        7,491,816   

*

   Fidelity Freedom 2030   Mutual Fund        10,002,040   

*

   Fidelity US Bond Index   Mutual Fund        27,228,531   

*

   Fidelity Freedom 2040   Mutual Fund        8,197,087   

*

   Fidelity Freedom 2015   Mutual Fund        3,539,041   

*

   Fidelity Freedom 2025   Mutual Fund        3,973,833   

*

   Fidelity Freedom 2035   Mutual Fund        2,900,214   

*

   Fidelity Freedom 2045   Mutual Fund        1,944,755   

*

   Fidelity Freedom 2050   Mutual Fund        896,654   

*

   Fidelity Diversified Intl K   Mutual Fund        45,153,861   

*

   Fidelity Low Priced Stock K   Mutual Fund        19,787,855   
   Allianz Emerging Co Is   Mutual Fund        4,295,454   
   Vanguard Total Stock Market SIG   Mutual Fund        10,112,616   
   Hartford Cap App IA   Mutual Fund        14,057,519   
   TRP Mid Cap Value   Mutual Fund        16,400,817   

*

   Neuberger Berman High Inc Bond Inv   Mutual Fund        32,683,180   
   Century SM Cap   Mutual Fund        3,972,929   
   Pimco Total Return Inst   Mutual Fund        41,119,623   

*

   Neuberger Berman Partners Inst   Mutual Fund        12,559,327   

*

   Neuberger Berman Socially Resp I   Mutual Fund        1,261,948   

*

   Neuberger Berman International IS   Mutual Fund        8,490,822   
   Vanguard Inst Index Plus   Mutual Fund        71,635,514   

*

   Neuberger Berman Genesis – Inst CL   Mutual Fund        18,425,968   
   AF Cap World G&I R5   Mutual Fund        16,815,744   
   MFS Value Inst   Mutual Fund        5,529,399   
   TMPL Dev Mkts Adv   Mutual Fund        15,673,449   
   Vang Prime MM Inst   Mutual Fund        104,200,937   
               
            579,230,747   

 

19


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EIN: 13-3216325

Plan: 003

Lehman Brothers Savings Plan

Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year) (continued)

December 31, 2009

 

(a)    (b)   (c)                             (d) **    (e)  
     

Identity of Issue, Borrower, Lessor or

Similar Party

 

Description of Investments, Including                           

Maturity Date, Rate of Interest, Collateral,                           

Par or Maturity Date                          

  Cost    Current Value  
  

Separate Accounts:

      
*   

Neuberger Berman Value Equity

 

Separate Account

       1,396,216   
  

Times SQ Midcap Grth

 

Separate Account

       20,130,416   
               
            21,526,632   
*   

Participant Loans

 

Interest rates range from 4.25% to 10.50%

       4,581,903   
               
          $ 605,658,836   
               

 

*

Party-in-interest to the Plan

**

Cost not disclosed as all investments are participant directed

 

20


Table of Contents

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Lehman Brothers Holdings Inc. Employee Benefit Plans Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

LEHMAN BROTHERS SAVINGS PLAN

 

By:

 

  /s/ Carol Rado

 
 

Carol Rado

 
 

Chairperson

 
 

Lehman Brothers Holdings Inc.

 
 

Employee Benefit Plans Committee

 

October 20, 2010


Table of Contents

 

EXHIBIT INDEX

 

Exhibit No.

  

Description

23.1    Consent of Independent Registered Accounting Firm – Ernst & Young LLP
23.2    Consent of Independent Registered Accounting Firm – Mitchell & Titus LLP
EX-23.1 2 dex231.htm CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM - ERNST & YOUNG LLP Consent of Independent Registered Accounting Firm - Ernst & Young LLP

 

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement No. 333-153056 on Form S-8 pertaining to the Lehman Brothers Savings Plan of our report dated October 15, 2010 with respect to the financial statements and supplemental schedule of the Lehman Brothers Savings Plan included in the Annual Report (Form 11-K) for the year ended December 31, 2009.

/s/ Ernst & Young LLP

New York, New York

October 15, 2010

EX-23.2 3 dex232.htm CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM - MITCHELL & TITUS LLP Consent of Independent Registered Accounting Firm - Mitchell & Titus LLP

 

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement No. 333-153056 on Form S-8 pertaining to the Lehman Brothers Savings Plan of our report dated June 11, 2010 with respect to the financial statements of the Lehman Brothers Savings Plan included in the Annual Report (Form 11-K) for the year ended December 31, 2008.

/s/ Mitchell Titus LLP

New York, New York

October 15, 2010

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