8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 23, 2011

LEHMAN BROTHERS HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware	1-9466	13-3216325
(State or other jurisdiction	(Commission	(IRS Employer
Of incorporation)	File Number)	Identification No.)

1271 Avenue of the Americas

New York, New York

10020

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code:

(646) 285-9000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01 Regulation FD Disclosure.

As previously disclosed, on September 15, 2008, Lehman Brothers Holdings Inc. (the “Registrant”) filed a voluntary petition for relief under Chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Court”). Together with the Chapter 11 cases thereafter filed by certain subsidiaries (collectively with the Registrant, the “Debtors”), the cases are being jointly administered under the case caption In re Lehman Brothers Holdings Inc., et. al., Case Number 08-13555 (the “Chapter 11 Proceeding”) pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”). The Debtors continue to operate as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

On August 23, 2011, the Debtors filed with the Court a monthly operating report (the “Monthly Operating Report”). A copy of the Monthly Operating Report for the Debtors is attached hereto as Exhibit 99.1. This Current Report (including the Exhibit hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Statements Regarding Financial and Operating Data

The Registrant cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, as it was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of any of the Debtors, or any other affiliate of the Registrant. The Monthly Operating Report was not prepared in accordance with U.S. generally accepted accounting principles, was not audited or reviewed by independent accountants, will not be subject to audit or review by the Registrant’s external auditors at any time in the future, is in a format consistent with applicable bankruptcy laws, and is subject to future adjustment and reconciliation. There can be no assurances that, from the perspective of an investor or potential investor in the Registrant’s securities, the Monthly Operating Report is accurate or complete. The Monthly Operating Report contains a further description of limitations on the information contained therein. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Registrant’s reports pursuant to the Exchange Act, and such information might not be indicative of the Registrant’s financial condition or operating results for the period that would be reflected in the Registrant’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K and Exhibit 99.1 hereto may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Registrant’s financial condition, results of operations, and business that is not historical information. As a general matter, forward-looking statements are those focused upon future or

anticipated events or trends and expectations and beliefs relating to matters that are not historical in nature. The words “believe,” “expect,” “plan,” “intend,” “estimate,” or “anticipate” and similar expressions, as well as future or conditional verbs such as “will,” “should,” “would,” and “could,” often identify forward-looking statements. The Registrant believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain, and the Registrant may not realize its expectations and its beliefs may not prove correct. The Registrant undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. The Registrant’s actual results and future financial condition may differ materially from those described or implied by any such forward-looking statements as a result of many factors that may be outside the Registrant’s control. Such factors include, without limitation: (i) the ability of the Registrant to develop, prosecute, confirm, and consummate any plan of reorganization or liquidation with respect to the Chapter 11 Proceeding; (ii) the Registrant’s ability to obtain Court approval with respect to motions in the Chapter 11 Proceeding; (iii) risks associated with third parties seeking and obtaining court approval for the appointment of a Chapter 11 trustee; and (iv) the potential adverse impact of the Chapter 11 Proceeding on the Registrant’s liquidity or results of operations. This list is not intended to be exhaustive.

The Registrant’s informational filings with the Court, including the Monthly Operating Report, are available to the public at the office of the Clerk of the Bankruptcy Court, Alexander Hamilton Custom House, One Bowling Green, New York, New York 10004-1408. Such informational filings may be available electronically, for a fee, through the Court’s Internet world wide web site (www.nysb.uscourts.gov), and/or free of cost, at a world wide web site maintained by the Registrant’s Court-approved noticing agent (www.lehman-docket.com).

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Lehman Brothers Holdings Inc. – Monthly Operating Report filed with the Bankruptcy Court on August 23, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LEHMAN BROTHERS HOLDINGS INC.
Date: August 23, 2011	By:	/s/ William J. Fox
	Name:	William J. Fox
	Title:	Chief Financial Officer and Executive Vice President

EXHIBIT INDEX

Exhibit No.	Description
99.1	Lehman Brothers Holdings Inc. – Monthly Operating Report filed with the Bankruptcy Court on August 23, 2011

EX-99.1

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

In re:	Chapter 11 Case No.
Lehman Brothers Holdings Inc., et al.,	08-13555
Debtors.

MONTHLY OPERATING REPORT

JULY 2011

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS

SCHEDULE OF PROFESSIONAL FEE AND EXPENSE DISBURSEMENTS

DEBTORS’ ADDRESS:	LEHMAN BROTHERS HOLDINGS INC.
	c/o WILLIAM J. FOX
	1271 AVENUE OF THE AMERICAS
	35th FLOOR
	NEW YORK, NY 10020
DEBTORS’ ATTORNEYS:	WEIL, GOTSHAL & MANGES LLP
	c/o HARVEY R. MILLER
	767 FIFTH AVENUE
	NEW YORK, NY 10153
REPORT PREPARER:	LEHMAN BROTHERS HOLDINGS INC., A DEBTOR IN POSSESSION (IN THE SOUTHERN DISTRICT OF NEW YORK)

THIS OPERATING STATEMENT MUST BE SIGNED BY A REPRESENTATIVE OF THE DEBTOR

The undersigned, having reviewed the attached report and being familiar with the Debtors’ financial affairs, verifies under penalty of perjury, that the information contained therein is complete, accurate and truthful to the best of my knowledge.

		Lehman Brothers Holdings Inc.
Date: August 23, 2011	By:	/s/ William J. Fox
		William J. Fox
		Executive Vice President

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

TABLE OF CONTENTS

Schedule of Debtors	3
Lehman Brothers Holdings Inc. (“LBHI”) and Other Debtors and Other Controlled Subsidiaries
Basis of Presentation — Schedule of Cash Receipts and Disbursements	4
Schedule of Cash Receipts and Disbursements	5
LBHI
Basis of Presentation – Schedule of Professional Fee and Expense Disbursements	9
Schedule of Professional Fee and Expense Disbursements	10

2

SCHEDULE OF DEBTORS

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

	Case No.	Date Filed
Lead Debtor:
Lehman Brothers Holdings Inc. (“LBHI”)	08-13555		9/15/2008
Related Debtors:
LB 745 LLC	08-13600		9/16/2008
PAMI Statler Arms LLC(1)	08-13664		9/23/2008
Lehman Brothers Commodity Services Inc. (“LBCS”)	08-13885		10/3/2008
Lehman Brothers Special Financing Inc. (“LBSF”)	08-13888		10/3/2008
Lehman Brothers OTC Derivatives Inc. (“LOTC”)	08-13893		10/3/2008
Lehman Brothers Derivative Products Inc. (“LBDP”)	08-13899		10/5/2008
Lehman Commercial Paper Inc. (“LCPI”)	08-13900		10/5/2008
Lehman Brothers Commercial Corporation (“LBCC”)	08-13901		10/5/2008
Lehman Brothers Financial Products Inc. (“LBFP”)	08-13902		10/5/2008
Lehman Scottish Finance L.P.	08-13904		10/5/2008
CES Aviation LLC	08-13905		10/5/2008
CES Aviation V LLC	08-13906		10/5/2008
CES Aviation IX LLC	08-13907		10/5/2008
East Dover Limited	08-13908		10/5/2008
Luxembourg Residential Properties Loan Finance S.a.r.l	09-10108		1/7/2009
BNC Mortgage LLC	09-10137		1/9/2009
LB Rose Ranch LLC	09-10560		2/9/2009
Structured Asset Securities Corporation	09-10558		2/9/2009
LB 2080 Kalakaua Owners LLC	09-12516		4/23/2009
Merit LLC	09-17331		12/14/2009
LB Somerset LLC	09-17503		12/22/2009
LB Preferred Somerset LLC	09-17505		12/22/2009

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

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

3

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

CONTROLLED ENTITIES

BASIS OF PRESENTATION

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS

JULY 1, 2011 TO JULY 31, 2011

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

1. This MOR is not prepared in accordance with U.S. generally accepted accounting principles (GAAP). This MOR should be read in conjunction with the financial statements and accompanying notes in the Company’s reports that were filed with the United States Securities and Exchange Commission.

2. This MOR is not audited and will not be subject to audit or review by the Company’s external auditors at any time in the future.

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

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

5. Beginning and ending cash and investment balances exclude the following:

— Cash posted as collateral for hedging activity;

— Cash related to LBHI’s wholly-owned indirect subsidiaries Aurora Bank FSB and Woodlands Commercial Bank;

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

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

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

4

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

Summary Schedule of Cash Receipts and Disbursements

July 1, 2011 - July 31, 2011

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

																					Total Debtors and Other Controlled Entities
	Debtors										Other Controlled Entities
	LBHI		LBSF		LCPI		Other		Total		LAMCO		LB1 Grp		PAMI		Other		Total
Beginning Free Cash and Investments (7/1/11)	$	2,045	$	8,954	$	3,403	$	3,490	$	17,893	$	15	$	1,415	$	-	$	2,481	$	3,911	$	21,804
Restricted Cash		1,751		681		48		52		2,532		-		-		-		74		74		2,606
Beginning Total Cash and Investments		3,796		9,635		3,452		3,542		20,425		15		1,415		-		2,555		3,985		24,409
Sources of Cash
Derivatives		-		38		-		157		195		-		-		-		-		-		195
Loans		181		-		311		-		492		-		-		-		-		-		492
Private Equity / Principal Investing		69		-		2		-		71		-		21		-		-		21		92
Real Estate		56		-		146		-		202		-		-		-		5		5		206
Other		56		74		49		-		177		-		-		-		-		-		177
Asia / South America		-		-		-		-		-		-		-		-		23		23		23
Inter-Company Transfers		13		-		-		9		22		-		-		-		11		11		33
Total Sources of Cash		374		112		507		167		1,160		-		21		-		38		60		1,219
Uses of Cash
Non-Operating (Principally Preservation of Assets)
Derivatives		-		(29)		-		-		(29)		-		-		-		-		-		(29)
Loans		-		-		(28)		-		(28)		-		-		-		-		-		(28)
Private Equity / Principal Investing		-		-		-		-		-		-		(3)		-		-		(3)		(3)
Real Estate		(13)		-		(70)		-		(83)		-		(1)		-		-		(1)		(83)
Other		(47)		(80)		(44)		-		(170)		-		-		-		-		-		(170)
Operating		(46)		(1)		-		-		(47)		(8)		-		-		(2)		(10)		(57)
Asia / South America		-		-		-		-		-		-		-		-		(87)		(87)		(87)
Inter-Company Transfers		(11)		(10)		(6)		-		(26)		-		-		-		(7)		(7)		(33)
Total Uses of Cash		(116)		(120)		(147)		-		(383)		(8)		(3)		-		(96)		(107)		(490)
Net Cash Flow		258		(8)		360		167		777		(8)		18		-		(58)		(48)		729
FX Fluctuation		-		-		-		1		1		-		-		-		18		18		19
Ending Total Cash and Investments		4,054		9,628		3,812		3,710		21,203		7		1,433		-		2,515		3,955		25,158
Restricted Cash		(1,929)		(681)		(48)		(53)		(2,711)		-		-		-		(9)		(9)		(2,720)
Ending Free Cash and Investments (7/31/11)	$	2,125	$	8,947	$	3,764	$	3,656	$	18,492	$	7	$	1,433	$	-	$	2,506	$	3,946	$	22,437

Totals may not foot due to rounding.

5

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

Schedule of Cash Receipts and Disbursements

July 1, 2011 - July 31, 2011

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

		Debtors										Other Controlled Entities										Total Debtors and Other Controlled Entities
		LBHI		LBSF		LCPI		Other		Total		LAMCO		LB1 Grp		PAMI		Other		Total
Beginning Free Cash and Investments (7/1/11)		$	2,045	$	8,954	$	3,403	$	3,490	$	17,893	$	15	$	1,415	$	-	$	2,481	$	3,911	$	21,804
Restricted Cash			1,751		681		48		52		2,532		-		-		-		74		74		2,606
Beginning Total Cash and Investments			3,796		9,635		3,452		3,542		20,425		15		1,415		-		2,555		3,985		24,409
Sources of Cash
Derivatives
Collections from Live / Terminated Trades	(a)		-		38		-		157		195		-		-		-		-		-		195
Loans
Agency Receipts	(b)		-		-		18		-		18		-		-		-		-		-		18
Principal	(c)		180		-		288		-		468		-		-		-		-		-		468
Interest			1		-		4		-		6		-		-		-		-		-		6
Private Equity / Principal Investing
Principal	(d)		69		-		2		-		71		-		21		-		-		21		92
Real Estate
Principal	(e)		55		-		141		-		196		-		-		-		5		5		200
Interest			1		-		5		-		6		-		-		-		-		-		6
Other
Compensation and Benefits Reimbursements			1		-		-		-		1		-		-		-		-		-		1
Interest	(f)		-		1		1		-		2		-		-		-		-		-		2
Return of Hedging Collateral	(g)		2		72		43		-		117		-		-		-		-		-		117
Structured Notes	(h)		48		-		-		-		48		-		-		-		-		-		48
Other			5		-		5		-		10		-		-		-		-		-		10
Asia / South America			-		-		-		-		-		-		-		-		23		23		23
Inter-Company Transfers			13		-		-		9		22		-		-		-		11		11		33
Total Sources of Cash			374		112		507		167		1,160		-		21		-		38		60		1,219

6

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

Schedule of Cash Receipts and Disbursements

July 1, 2011 - July 31, 2011

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

		Debtors															Other Controlled Entities														Total Debtors and Other Controlled Entities
		LBHI			LBSF			LCPI			Other			Total			LAMCO			LB1 Grp			PAMI		Other			Total
Uses of Cash
Non-Operating (Principally Preservation of Assets)
Derivatives
Other	(i)		-			(29	)		-			-			(29	)		-			-			-		-			-			(29	)
Loans
Agency Disbursements	(b)		-			-			(18	)		-			(18	)		-			-			-		-			-			(18	)
Other			-			-			(10	)		-			(10	)		-			-			-		-			-			(10	)
Private Equity / Principal Investing
Capital Calls			-			-			-			-			-			-			(3	)		-		-			(3	)		(3	)
Real Estate
Preservation of Assets	(j)		(13	)		-			(70	)		-			(83	)		-			(1	)		-		-			(1	)		(83	)
Other
Hedging Collateral	(k)		(3	)		(80	)		(43	)		-			(126	)		-			-			-		-			-			(126	)
Other			(44	)		(1	)		(1	)		-			(45	)		-			-			-		-			-			(45	)
Operating	(l)
Compensation and Benefits	(m)		(12	)		-			-			-			(12	)		(6	)		-			-		(1	)		(7	)		(19	)
Professional Fees			(21	)		-			-			-			(21	)		-			-			-		-			-			(21	)
Other	(n)		(14	)		(1	)		-			-			(15	)		(3	)		-			-		(1	)		(3	)		(18	)
Asia / South America			-			-			-			-			-			-			-			-		(87	)		(87	)		(87	)
Inter-Company Transfers			(11	)		(10	)		(6	)		-			(26	)		-			-			-		(7	)		(7	)		(33	)
Total Uses of Cash			(116	)		(120	)		(147	)		-			(383	)		(8	)		(3	)		-		(96	)		(107	)		(490	)
Net Cash Flow			258			(8	)		360			167			777			(8	)		18			-		(58	)		(48	)		729
FX Fluctuation	(o)		-			-			-			1			1			-			-			-		18			18			19
Ending Total Cash and Investments			4,054			9,628			3,812			3,710			21,203			7			1,433			-		2,515			3,955			25,158
Restricted Cash			(1,929	)		(681	)		(48	)		(53	)		(2,711	)		-			-			-		(9	)		(9	)		(2,720	)
Ending Free Cash and Investments (7/31/11)		$	2,125		$	8,947		$	3,764		$	3,656		$	18,492		$	7		$	1,433		$	-	$	2,506		$	3,946		$	22,437

Totals may not foot due to rounding.

7

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

Schedule of Cash Receipts and Disbursements

July 1, 2011 - July 31, 2011

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

Notes:

(a) Collections from Live / Terminated Trades for Other Debtors: LBCS $155 million, LBCC $1 million and LBFP $1 million.

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

(c) Primarily reflects a $423 million pay down on a loan facility.

(d) Primarily reflects $81 million in redemptions/distributions from GP/LP investments and $7 million in distributions from direct investments.

(e) Primarily reflects a $122 million receipt on the Archstone revolver and $44 million from the sale of the GNMA reverse mortgage portfolio.

(f) Reflects interest collected on investment portfolios.

(g) Reflects the return of cash collateral posted to hedge foreign currency and interest rate risk.

(h) Reflects receipts from the Spruce and Verano trustees.

(i) Reflects disbursements for the purchase of SPV notes to facilitate the unwind of derivative contracts.

(j) Primarily reflects a $66 million draw down on the Archstone revolver.

(k) Reflects cash collateral posted to hedge foreign currency and interest rate risk.

(l) A portion of the Operating costs for LBHI and LAMCO will be subject to future cost allocation to various Lehman legal entities.

(m) Compensation and Benefits includes Lehman employees as well as fees paid to Alvarez & Marsal as interim management.

(n) Primarily reflects expenses related to occupancy, the Transition Services Agreement, taxes, insurance and infrastructure costs.

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

8

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

CONTROLLED ENTITIES

BASIS OF PRESENTATION

SCHEDULE OF PROFESSIONAL FEE AND EXPENSE DISBURSEMENTS

DATED FROM SEPTEMBER 15, 2008 TO JULY 31, 2011

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

1. This MOR is not prepared in accordance with U.S. generally accepted accounting principles (GAAP). This MOR should be read in conjunction with the financial statements and accompanying notes in the Company’s reports that were filed with the United States Securities and Exchange Commission.

2. This MOR is not audited and will not be subject to audit or review by the Company’s external auditors at any time in the future.

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

4. The professional fee disbursements presented in this report have been paid by LBHI; however, a portion has been charged back to debtor and non-debtor subsidiaries based on the direct costs associated with each entity and an allocation methodology. The professional fees exclude services rendered on behalf of non-debtor entities which are invoiced separately.

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

Schedule of Professional Fee and Expense Disbursements

July 2011

Unaudited ($ in thousands)

		July-2011		Sept-2008 Through July-2011
Debtors - Claims and Noticing Agent
Epiq Bankruptcy Solutions LLC	Claims Management and Noticing Agent	$	-	$	13,546
Debtors - Section 363 Professionals
Alvarez & Marsal LLC	Interim Management		8,950		460,099
Kelly Matthew Wright	Art Consultant and Auctioneer		-		91
Natixis Capital Markets Inc.	Derivatives Consultant		-		14,590
Debtors - Section 327 Professionals
Bingham McCutchen LLP	Special Counsel - Tax		702		18,725
Bortstein Legal LLC	Special Counsel - IT and Other Vendor Contracts		24		3,938
Clyde Click, P.C.	Special Counsel - Real Estate		12		161
Curtis, Mallet-Prevost, Colt & Mosle LLP	Special Counsel - Conflicts		-		31,376
Dechert LLP	Special Counsel - Real Estate		134		2,333
Deloitte LLP	Tax Services		-		244
Discover Ready LLC	eDiscovery Services		152		13,787
Ernst & Young LLP	Audit and Tax Services		50		1,606
Gibson Dunn & Crutcher LLP	Special Counsel - Real Estate		105		2,495
Hudson Global Resources	Contract Attorneys		104		10,834
Huron Consulting	Tax Services		-		2,145
Jones Day	Special Counsel - Asia and Domestic Litigation		1,451		55,609
Kasowitz, Benson, Torres & Friedman	Special Counsel - Litigation		119		1,047
Kleyr Grasso Associes	Special Counsel - UK		-		528
Latham & Watkins LLP	Special Counsel - Real Estate		10		529
Lazard Freres & Co.	Investment Banking Advisor		882		29,504
McKenna Long & Aldridge LLP	Special Counsel - Commercial Real Estate Lending		-		4,935
MMOR Consulting	Tax Services		82		481
Momo-o, Matsuo & Namba	Special Counsel - Asia		61		255
O’Neil Group	Tax Services		112		1,784
Pachulski Stang Ziehl & Jones	Special Counsel - Real Estate		71		2,170
Paul, Hastings, Janofsky & Walker LLP	Special Counsel - Real Estate		139		1,664
Pricewaterhouse Coopers LLP	Tax Services		244		1,808
Reed Smith LLP	Special Counsel - Insurance		74		682
Reilly Pozner LLP	Special Counsel - Mortgage Litigation and Claims		224		6,762
Simpson Thacher & Bartlett LLP	Special Counsel - SEC Reporting, Asset Sales, and Congressional Testimony		-		2,639
SNR Denton LLP	Special Counsel - Real Estate		-		1,008
Sutherland LLP	Special Counsel - Tax		1		590
Weil Gotshal & Manges LLP	Lead Counsel		7,700		326,633
Windels Marx Lane & Mittendorf, LLP	Special Counsel - Real Estate		-		2,747
Wollmuth Maher & Deutsch LLP	Special Counsel - Derivatives		72		1,022
Creditors - Section 327 Professionals
FTI Consulting Inc.	Financial Advisor		2,340		68,269
Houlihan Lokey Howard & Zukin Capital Inc.	Investment Banking Advisor		330		12,796
Milbank Tweed Hadley & McCloy LLP	Lead Counsel		2,543		104,674
Quinn Emanuel Urquhart Oliver & Hedges LLP	Special Counsel - Conflicts		911		19,595
Richard Sheldon, Q.C.	Special Counsel - UK		-		256
Examiner - Section 327 Professionals
Duff & Phelps LLC	Financial Advisor		-		42,502
Jenner & Block LLP	Examiner		7		58,435
Fee Examiner
Godfrey & Kahn, S.C.	Fee Examiner (Current)		263		1,611
Feinberg Rozen LLP	Fee Examiner (Previous)		-		3,158
Brown Greer Plc	Fee and Expense Analyst		37		690
Total Non-Ordinary Course Professionals			27,906		1,330,353
Debtors - Ordinary Course Professionals			513		41,060
US Trustee Quarterly Fees			172		1,478
Total Professional Fees and UST Fees		$	28,591	$	1,372,890

(a) Debtors - Ordinary Course Professionals has been decreased by $292 thousand to adjust for payments that were misclassified in previous MORs.

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