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): November 22, 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 November 22, 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 November 22, 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: November 22, 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 November 22, 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

OCTOBER 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: November 22, 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

OCTOBER 1, 2011 TO OCTOBER 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 held at real estate owned properties;

• Cash transferred on or prior to September 15, 2008 by the Company in connection with certain requests by, and documents executed by, the Company and Citigroup Inc. and HSBC Bank PLC, currently recorded at $2 billion and $87 million, respectively; and

• Approximately $500 million which was seized by Bank of America (“BOA”) to offset derivative claims against certain Debtors and corresponding guarantee claims against LBHI. On October 19, 2011, the Bankruptcy Court approved a settlement agreement with BOA which provides for, among other things, BOA to release approximately $356 million of these seized funds to LBHI within 10 days of any initial plan distribution to BOA from any Debtor. BOA may set off the remaining amount of seized funds, approximately $145 million, against its claims against LBHI.

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

October 1, 2011 - October 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 (10/1/11)	$	2,248		$	9,017		$	3,969		$	3,676		$	18,911		$	13		$	1,489		$	2		$	2,557		$	4,061		$	22,972
Restricted Cash		1,977			683			46			52			2,758			—			—			—			8			8			2,765
Beginning Total Cash and Investments		4,225			9,700			4,015			3,729			21,668			13			1,489			2			2,565			4,069			25,737
Sources of Cash
Derivatives		5			97			—			1			103			—			—			—			—			—			103
Loans		6			0			28			—			35			—			—			—			—			—			35
Private Equity / Principal Investing		88			—			1			—			89			—			24			3			1			27			116
Real Estate		253			—			95			—			348			—			—			48			14			63			411
Other		522			101			50			5			678			—			1			—			1			2			679
Asia / South America		—			—			—			—			—			—			—			—			49			49			49
Inter-Company Transfers		58			—			1			0			59			—			—			1			107			108			167
Total Sources of Cash		932			197			175			6			1,311			—			24			52			172			248			1,560
Uses of Cash
Non-Operating (Principally Preservation of Assets)
Derivatives		—			(61	)		—			—			(61	)		—			—			—			—			—			(61	)
Loans		—			—			(16	)		—			(16	)		—			—			—			—			—			(16	)
Private Equity / Principal Investing		(0	)		—			—			—			(0	)		—			(7	)		—			—			(7	)		(7	)
Real Estate		(21	)		—			(98	)		—			(118	)		—			(0	)		—			(2	)		(2	)		(121	)
Other		(184	)		(70	)		(49	)		(1	)		(304	)		—			(1	)		—			(16	)		(17	)		(320	)
Operating		(46	)		(1	)		(1	)		—			(47	)		(7	)		—			—			(2	)		(9	)		(56	)
Asia / South America		—			—			—			—			—			—			—			—			(214	)		(214	)		(214	)
Inter-Company Transfers		(55	)		(0	)		(50	)		—			(106	)		—			(2	)		(54	)		(5	)		(61	)		(167	)
Total Uses of Cash		(306	)		(132	)		(214	)		(1	)		(652	)		(7	)		(10	)		(54	)		(239	)		(310	)		(962	)
Net Cash Flow		627			66			(39	)		6			660			(7	)		14			(1	)		(68	)		(62	)		598
FX Fluctuation		5			1			1			—			6			—			—			—			10			10			16
Ending Total Cash and Investments		4,857			9,766			3,977			3,734			22,334			6			1,503			1			2,507			4,017			26,351
Restricted Cash		(1,947	)		(683	)		(47	)		(52	)		(2,729	)		—			—			—			(26	)		(26	)		(2,755	)
Ending Free Cash and Investments (10/31/11)	$	2,910		$	9,083		$	3,931		$	3,682		$	19,606		$	6		$	1,503		$	1		$	2,481		$	3,991		$	23,596

All values that are exactly zero are shown as “—”. Values between zero and $0.5 million appear as “0”.

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

October 1, 2011 - October 31, 2011

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

			Debtors										Other Controlled Entities										Total Debtors and Other Controlled
			LBHI		LBSF		LCPI		Other		Total		LAMCO		LB1 Grp		PAMI		Other		Total		Entities
Beginning Free Cash and Investments (10/1/11)	(a	)	$	2,248	$	9,017	$	3,969	$	3,676	$	18,911	$	13	$	1,489	$	2	$	2,557	$	4,061	$	22,972
Restricted Cash				1,977		683		46		52		2,758		—		—		—		8		8		2,765
Beginning Total Cash and Investments	(a	)		4,225		9,700		4,015		3,729		21,668		13		1,489		2		2,565		4,069		25,737
Sources of Cash
Derivatives
Collections from Live / Terminated Trades	(b	)		—		97		—		1		98		—		—		—		—		—		98
Other				5		—		—		—		5		—		—		—		—		—		5
Loans
Agency Receipts	(c	)		—		—		13		—		13		—		—		—		—		—		13
Principal				4		0		11		—		15		—		—		—		—		—		15
Interest				2		—		4		—		7		—		—		—		—		—		7
Private Equity / Principal Investing
Principal	(d	)		88		—		0		—		88		—		24		3		1		27		115
Interest				0		—		0		—		1		—		—		—		—		—		1
Real Estate
Principal	(e	)		250		—		91		—		341		—		—		48		11		59		400
Interest				3		—		4		—		7		—		—		—		3		3		11
Other
Compensation and Benefits Reimbursements				0		—		—		—		0		—		—		—		—		—		0
Interest	(f	)		1		3		2		1		7		—		1		—		0		1		8
Return of Hedging Collateral	(g	)		17		97		48		4		166		—		—		—		—		—		166
Structured Notes	(h	)		234		—		—		—		234		—		—		—		—		—		234
Other	(i	)		269		—		—		0		269		—		—		—		1		1		270
Asia / South America				—		—		—		—		—		—		—		—		49		49		49
Inter-Company Transfers				58		—		1		0		59		—		—		1		107		108		167
Total Sources of Cash				932		197		175		6		1,311		—		24		52		172		248		1,560

All values that are exactly zero are shown as “-”. Values between zero and $0.5 million appear as “0”.

Totals may not foot due to rounding.

6

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

Schedule of Cash Receipts and Disbursements

October 1, 2011 - October 31, 2011

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

			Debtors															Other Controlled Entities															Total Debtors and Other Controlled
			LBHI			LBSF			LCPI			Other			Total			LAMCO			LB1 Grp			PAMI			Other			Total			Entities
Uses of Cash
Non-Operating (Principally Preservation of Assets)
Derivatives
Payments on Live Trades				—			(2	)		—			—			(2	)		—			—			—			—			—			(2	)
Other	(j	)		—			(59	)		—			—			(59	)		—			—			—			—			—			(59	)
Loans
Agency Disbursements	(c	)		—			—			(13	)		—			(13	)		—			—			—			—			—			(13	)
Other				—			—			(3	)		—			(3	)		—			—			—			—			—			(3	)
Private Equity / Principal Investing
Capital Calls				(0	)		—			—			—			(0	)		—			(7	)		—			—			(7	)		(7	)
Real Estate
Preservation of Assets	(k	)		(21	)		—			(98	)		—			(118	)		—			(0	)		—			(2	)		(2	)		(121	)
Other
Hedging Collateral	(l	)		(10	)		(63	)		(48	)		—			(121	)		—			—			—			—			—			(121	)
Other	(m	)		(175	)		(7	)		(1	)		(1	)		(183	)		—			(1	)		—			(16	)		(17	)		(199	)
Operating	(n	)
Compensation and Benefits	(o	)		(11	)		—			—			—			(11	)		(4	)		—			—			(1	)		(5	)		(16	)
Professional Fees				(28	)		—			(1	)		—			(29	)		(0	)		—			—			(0	)		(0	)		(30	)
Other	(p	)		(6	)		(1	)		(0	)		—			(7	)		(2	)		—			—			(1	)		(3	)		(10	)
Asia / South America				—			—			—			—			—			—			—			—			(214	)		(214	)		(214	)
Inter-Company Transfers				(55	)		(0	)		(50	)		—			(106	)		—			(2	)		(54	)		(5	)		(61	)		(167	)
Total Uses of Cash				(306	)		(132	)		(214	)		(1	)		(652	)		(7	)		(10	)		(54	)		(239	)		(310	)		(962	)
Net Cash Flow				627			66			(39	)		6			660			(7	)		14			(1	)		(68	)		(62	)		598
FX Fluctuation	(q	)		5			1			1			—			6			—			—			—			10			10			16
Ending Total Cash and Investments				4,857			9,766			3,977			3,734			22,334			6			1,503			1			2,507			4,017			26,351
Restricted Cash				(1,947	)		(683	)		(47	)		(52	)		(2,729	)		—			—			—			(26	)		(26	)		(2,755	)
Ending Free Cash and Investments (10/31/11)			$	2,910		$	9,083		$	3,931		$	3,682		$	19,606		$	6		$	1,503		$	1		$	2,481		$	3,991		$	23,596

All values that are exactly zero are shown as “-”. Values between zero and $0.5 million appear as “0”.

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

October 1, 2011 - October 31, 2011

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

Notes:

(a) Beginning Cash and Investments for PAMI and Other (under the Other Controlled Entities section) changed from Ending Cash and Investments in the September 2011 Schedule of Cash Receipts and Disbursements because PAMI’s sources and uses of cash in the September 2011 schedule were inadvertently included in Other. Total cash and investments have not changed. The allocation of cash and investments between PAMI and Other are the only items that changed.

(b) Other Debtors reflects $0.7 million for LBCS and $0.5 million for LBFP.

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

(d) Primarily reflects redemptions from LP investment stakes.

(e) Primarily reflects proceeds from the sale of 1107 Broadway and 200 Fifth Avenue (LBHI and PAMI), a $49 million receipt on the Archstone revolver (LCPI), and paydowns on various other commercial real estate loans to various entities.

(f) Reflects interest collected on cash investments.

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

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

(i) Primarily reflects $137 million in pre-petition cash collateral released by HSBC and a $117 million receipt on a forward contract associated with foreign currency hedging.

(j) Reflects the purchase of SPV notes to facilitate the unwinding of derivative contracts.

(k) Primarily reflects a $68 million disbursement to purchase the Prologis loan from State Street per a court order and a $26 million advance on the Archstone revolver (LCPI).

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

(m) Primarily reflects a $119 million disbursement on a forward contract associated with foreign currency hedging and $42 million in disbursements for post-petition misdirected wires.

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

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

(p) Primarily reflects expenses related to occupancy, taxes, insurance and infrastructure costs.

(q) 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 OCTOBER 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 will be 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.

5. Ordinary Course Professionals are being paid in compliance with the “Amended Order Authorizing the Debtors to Employ Professionals Utilized in the Ordinary Course of Business” (the “Amended OCP Order”). Should a professional or firm exceed specified thresholds in the Amended OCP Order, then they must file a retention application with the Court and receive payment in compliance with subsequent amended orders establishing procedures for interim monthly compensation and reimbursement of expenses of professionals.

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

Schedule of Professional Fee and Expense Disbursements

October 2011

Unaudited ($ in thousands)

		October-2011			Sept-2008 Through Oct-2011
Debtors - Claims and Noticing Agent
Epiq Bankruptcy Solutions LLC	Claims Management and Noticing Agent	$	—		$	15,068
Debtors - Section 363 Professionals
Alvarez & Marsal LLC	Interim Management		9,345			487,593
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		—			19,635
Bortstein Legal LLC	Special Counsel - IT and Other Vendor Contracts		12			4,002
Clyde Click, P.C.	Special Counsel - Real Estate		18			213
Curtis, Mallet-Prevost, Colt & Mosle LLP	Special Counsel - Conflicts		2,965			35,990
Dechert LLP	Special Counsel - Real Estate		367			3,923
Deloitte LLP	Tax Services		—			244
Discover Ready LLC	eDiscovery Services		94			14,125
Ernst & Young LLP	Audit and Tax Services		—			1,606
Foster, Graham, Milstein & Calisher, LLP	Special Counsel - Mortgage Litigation and Claims		282			282
Gibson Dunn & Crutcher LLP	Special Counsel - Real Estate		102			2,804
Hudson Global Resources	Contract Attorneys		255			11,268
Huron Consulting	Tax Services		—			2,145
Jones Day	Special Counsel - Asia and Domestic Litigation		591			57,851
Kasowitz, Benson, Torres & Friedman	Special Counsel - Litigation		217			1,726
Kleyr Grasso Associes	Special Counsel - UK		221			849
Kramer Levin Naftalis and Frankel LLP	Special Counsel - Employee Matters		20			142
Latham & Watkins LLP	Special Counsel - Real Estate		9			551
Lazard Freres & Co.	Investment Banking Advisor		—			30,310
Locke Lord Bissell & Liddell LLP	Special Counsel - Mortgage Litigation and Claims		57			1,225
McKenna Long & Aldridge LLP	Special Counsel - Commercial Real Estate Lending		20			5,556
MMOR Consulting	Tax Services		35			606
Momo-o, Matsuo & Namba	Special Counsel - Asia		13			386
Moulton Bellingham P. C.	Special Counsel - Mortgage Litigation and Claims		256			256
O’Neil Group	Tax Services		205			2,334
Pachulski Stang Ziehl & Jones	Special Counsel - Real Estate		—			2,276
Paul, Hastings, Janofsky & Walker LLP	Special Counsel - Real Estate		—			2,266
Pricewaterhouse Coopers LLP	Tax Services		—			1,871
Reed Smith LLP	Special Counsel - Insurance		140			879
Reilly Pozner LLP	Special Counsel - Mortgage Litigation and Claims		316			7,609
Simpson Thacher & Bartlett LLP	Special Counsel -SEC Reporting, Asset Sales, and Congressional Testimony		—			2,639
SNR Denton LLP	Special Counsel - Real Estate		114			1,581
Sutherland LLP	Special Counsel - Tax		—			647
Weil Gotshal & Manges LLP	Lead Counsel		15,332	(a)		358,649
Windels Marx Lane & Mittendorf, LLP	Special Counsel - Real Estate		85			2,933
Wollmuth Maher & Deutsch LLP	Special Counsel - Derivatives		75			1,236
Creditors - Section 327 Professionals
FTI Consulting Inc.	Financial Advisor		1,792			74,443
Houlihan Lokey Howard & Zukin Capital Inc.	Investment Banking Advisor		329			13,789
Milbank Tweed Hadley & McCloy LLP	Lead Counsel		2,948			117,625
Quinn Emanuel Urquhart Oliver & Hedges LLP	Special Counsel - Conflicts		—			23,324
Richard Sheldon, Q.C.	Special Counsel - UK		—			312
Examiner - Section 327 Professionals
Duff & Phelps LLC	Financial Advisor		—			42,502
Jenner & Block LLP	Examiner		2			58,439
Fee Examiner
Godfrey & Kahn, S.C.	Fee Examiner (Current)		264			2,385
Feinberg Rozen LLP	Fee Examiner (Previous)		—			3,158
Brown Greer Plc	Fee and Expense Analyst		89			779
Total Non-Ordinary Course Professionals			36,570			1,434,712
Debtors - Ordinary Course Professionals			485			43,524
US Trustee Quarterly Fees			135			1,613
Total Professional Fees and UST Fees		$	37,191		$	1,479,849

(a) Includes the disbursement of the remaining holdback from the period of June, 2010 through September, 2010 of $8.1 million.

10