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): September 30, 2021

LEHMAN BROTHERS HOLDINGS INC. PLAN TRUST

(Exact name of registrant as specified in its charter)

Delaware	1-9466	30-6315144
(State or other jurisdiction Of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

110 East 42^nd Street

New York, New York

10017

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Not Applicable	Not Applicable	Not Applicable

Indicate by the check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  ☐

ITEM 7.01 Regulation FD Disclosure.

As previously disclosed, on September 15, 2008, Lehman Brothers Holdings Inc. (“LBHI”) filed a voluntary petition for relief under Chapter 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). Together with the Chapter 11 cases thereafter filed by certain subsidiaries (collectively with LBHI, 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. On March 6, 2012, the Modified Third Amended Joint Chapter 11 Plan of Lehman Brothers Holdings Inc. and its Affiliated Debtors (the “Plan”) became effective.

As contemplated under the Plan, on September 30, 2021, LBHI, the Plan Administrator, filed the Quarterly Financial Report as of June 30, 2021, which includes Balance Sheets, and Cash Flow Estimates (collectively, the “Quarterly Financial Report”) of LBHI and Debtor-Controlled Entities (collectively, the “Company”) with the Bankruptcy Court. A copy of the court filing is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

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 Company cautions the reader not to place undue reliance upon the information contained in the Quarterly Financial Report, as it is not prepared for the purpose of providing the basis for an investment decision directly or indirectly relating to the Company or any of its securities. The Quarterly Financial Report is not prepared in accordance with U.S. generally accepted accounting principles, is not audited or reviewed by independent accountants, will not be subject to audit or review by external auditors at any time in the future, is in a format consistent with applicable bankruptcy laws, and is subject to future adjustments and reconciliations. There can be no assurances that the Quarterly Financial Report is accurate or complete. The Quarterly Financial Report contains a further description of limitations on the information contained therein. The Quarterly Financial Report also contains information which might not be indicative of the Company’s financial condition. Results set forth in the Quarterly Financial 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 Company’s financial condition, results of operations, and business that is not historical information. Forward-looking statements reflect the Company’s current views with respect to future events as well as various estimates, assumptions and comparisons based on available information up to the date of this report, many of which are subject to risks and uncertainties. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding information regarding the intent, belief or current expectation of the Company and members of its management. 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. These statements speak only as of the date hereof and involve known and unknown risks, uncertainties and other factors, including factors which are outside the Company’s control, which may cause the Company’s actual condition, results, performance or achievements to be materially different from any future condition, results, performance or achievements expressed or implied by these forward-looking statements. Such factors include, without limitation, the potential adverse impact of the Chapter 11 Proceeding on the Company’s liquidity or results of operations. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, but reserves the right to do so. Readers of this report should not place undue reliance on these forward-looking statements.

The Company’s informational filings with the Bankruptcy Court, including the Quarterly Financial Report included in Exhibit 99.1, 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 Bankruptcy 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 Company’s Bankruptcy Court-approved noticing agent (www.lehman-docket.com).

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

99. 1 Quarterly Financial Report as of June 30, 2021 which includes Balance Sheets, and Cash Flow Estimates of Lehman Brothers Holdings Inc. and Debtor-Controlled Entities

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Lehman Brothers Holdings Inc. Plan Trust has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LEHMAN BROTHERS HOLDINGS INC. PLAN TRUST
	By Lehman Brothers Holdings Inc. as Plan Administrator
Date: September 30, 2021	By:	/s/ Kristine Dickson
	Name:	Kristine Dickson
	Title:	Chief Financial Officer

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
	Jointly Administered
Debtors.

QUARTERLY FINANCIAL REPORT

AS OF JUNE 30, 2021

DEBTORS’ ADDRESS:	LEHMAN BROTHERS HOLDINGS INC.
	c/o KRISTINE DICKSON – CHIEF FINANCIAL OFFICER
	110 EAST 42ND STREET
	SUITE 820
	NEW YORK, NY 10017
DEBTORS’ ATTORNEYS:	WEIL, GOTSHAL & MANGES LLP
	c/o JACQUELINE MARCUS, GARRETT A. FAIL
	767 FIFTH AVENUE
	NEW YORK, NY 10153
REPORT PREPARER:	LEHMAN BROTHERS HOLDINGS INC., AS PLAN ADMINISTRATOR

Date: September 30, 2021

Quarterly Financial Report as of June 30, 2021 (Unaudited)

Table of Contents

I.	Schedule of Debtors		3
II.	Cash Flow Estimates		4
III.	Notes to the Cash Flow Estimates		7
	Note 1 - Basis of Presentation	7
	Note 2 - Other Receipts	10
	Note 3 - Due from/to Non-Controlled Affiliates	11
	Note 4 - Due from/to LBHI and LBHI-Controlled Entities	14
	Note 5 - Disputed Claims	15
	Note 6 - Legal Proceedings	16
	Note 7 - Taxes Payable	20
	Note 8 - Subsequent Events	21
IV.	Balance Sheets		22

QUESTIONS

The Company has established an email address to receive questions from readers regarding this presentation and its other financial disclosures. The Company plans to review questions received, and for those subjects which the Company determines a response would not (i) violate a confidentiality provision, (ii) place the Company in a competitive or negotiation disadvantage, or (iii) be unduly burdensome relative to the value of information requested, the Company shall endeavor to post a response on the website listed below (maintaining the anonymity of the originators of the questions). The Company assumes no obligation to respond to email inquiries.

Please email questions, with document references as relevant, to:

QUESTIONS@lehmanholdings.com

The Company’s previously posted responses can be found on the Epiq website maintained for the Company:

www.lehman-docket.com under the Key Documents tab and the Responses to Questions Submitted category

Page 2

Quarterly Financial Report as of June 30, 2021 (Unaudited)

I. Schedule of Debtors

The twenty three entities listed below (the “Debtors”) filed for bankruptcy in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) on the dates indicated below. On December 6, 2011, the Bankruptcy Court confirmed the Modified Third Amended Joint Chapter 11 Plan of Lehman Brothers Holdings Inc. and its Affiliated Debtors (the “Plan”). On March 6, 2012, the “Effective Date” (as defined in the Plan) occurred. As of the date hereof, the following Debtor’s chapter 11 case remains open:

	Case No.		Date Filed (“Commencement Date”)
Lehman Brothers Holdings Inc. (“LBHI”)		08-13555	09/15/2008

The following Debtors’ chapter 11 cases were closed pursuant to final decrees entered by the Bankruptcy Court (Docket No. 51920, No. 54163, No. 58257, No. 59472, No. 60623 and No. 61162):

	Case No.		Date Filed		Date Closed
LB 745 LLC		08-13600		09/16/2008		01/28/2016
PAMI Statler Arms LLC		08-13664		09/23/2008		01/28/2016
CES Aviation LLC		08-13905		10/05/2008		01/28/2016
CES Aviation V LLC		08-13906		10/05/2008		01/28/2016
CES Aviation IX LLC		08-13907		10/05/2008		01/28/2016
LB 2080 Kalakaua Owners LLC		09-12516		04/23/2009		01/28/2016
LB Somerset LLC		09-17503		12/22/2009		01/28/2016
LB Preferred Somerset LLC		09-17505		12/22/2009		01/28/2016
East Dover Limited		08-13908		10/05/2008		12/15/2016
Luxembourg Residential Properties Loan Finance S.a.r.l.		09-10108		01/07/2009		12/15/2016
Merit LLC		09-17331		12/14/2009		12/15/2016
Lehman Brothers Derivative Products Inc. (“LBDP”)		08-13899		10/05/2008		06/14/2018
Lehman Brothers Financial Products Inc. (“LBFP”)		08-13902		10/05/2008		06/14/2018
Lehman Scottish Finance L.P.		08-13904		10/05/2008		06/14/2018
LB Rose Ranch LLC		09-10560		02/09/2009		06/14/2018
Lehman Brothers Commodity Services Inc. (“LBCS”)		08-13902		10/03/2008		02/11/2019
Lehman Brothers Commercial Corporation (“LBCC”)		08-13901		10/05/2008		02/11/2019
Structured Asset Securities Corporation		09-10558		02/09/2009		02/11/2019
Lehman Brothers OTC Derivatives Inc. (“LOTC”)		08-13893		10/03/2008		05/04/2020
Lehman Brothers Commercial Paper Inc. (“LCPI”)		08-13900		10/05/2008		05/04/2020
BNC Mortgage LLC		09-10137		01/09/2009		05/04/2020
Lehman Brothers Special Financing Inc. (“LBSF”)		08-13888		10/03/2008		07/01/2021

Page 3

Quarterly Financial Report as of June 30, 2021 (Unaudited)

II. Cash Flow Estimates

Lehman Brothers Holdings Inc. & LBHI-Controlled Entities

($ in millions)		As of 4/1/21			Cash Activity 4/2/21 - 6/30/21			Estimate Changes			Transfers, Reclassifications, Adjustments		As of 6/30/21
CASH AND INVESTMENTS
Reserves for Claims		$	41		$	—		$	(8	)	$	—		32
Reserves for Operating Expenses, Incentive Fees, and Other (a)			83			(6	)		36			—		113
Total Cash & Investments - Restricted			124			(6	)		28			—		145
Total Cash & Investments - Unrestricted			100			45			(28	)		—		117
TOTAL CASH AND INVESTMENTS [A]		$	224		$	38		$	—		$	—		262
CASH FLOW ESTIMATES
Net Receipts
Financial Instruments		$	49		$	(32	)	$	10		$	—		26
Other	Note 2		47			(8	)		3			—		42
Sub-Total - Net Receipts			96			(40	)		12			—		68
Recoveries From Non-Controlled Affiliates	Note 3
Europe			890			(4	)		4			—		890
Asia			39			—			(0	)		—		39
Sub-Total - Recoveries From Non-Controlled Affiliates			929			(4	)		4			—		929
Operating Expenses and Incentive Fees (b)			(98	)		6			(18	)		—		(110	)
Estimated Taxes Payable	Note 7		(23	)		—			—			—		(23	)
TOTAL CASH FLOW FROM OPERATIONS + OTHER RECEIPTS [B]		$	904		$	(38	)	$	(2	)	$	—		864
OTHER ADJUSTMENTS
(Less): Cash held for the benefit of third parties (c)		$	(8	)	$	—			(7	)	$	—		(15	)
(Less): October 2021 Voluntary Final Distribution (d)			—			—			(8	)		—		(8	)
TOTAL OTHER ADJUSTMENTS [C]		$	(8	)	$	—		$	(15	)	$	—		(23	)
ESTIMATED CASH AVAILABLE FOR DISTRIBUTIONS [A+B+C]		$	1,120		$	0		$	(17	)	$	—		1,103

(a) Increase in Reserves for Operating Expenses, Incentive Fees, and Other reflects (i) an increase in estimated operating expenses (see footnote (b)), (ii) the restriction of cash transferred during the period from LBHI-Controlled Entities to LBHI as custodian, (iii) the restriction of cash related to a tax obligation, which was subsequently paid in July 2021, and (iv) a decrease related to cash previously received on behalf of third parties and released during the period.

(b) Increase in operating expenses driven by an anticipated increase in the duration of staff required to manage and execute ongoing litigation activities.

(c) Cash held for the benefit of third parties includes (i) $10.5 million related to the July 2021 settlement with Maverick regarding Maverick’s Disputed Claim (see Note 6 – Legal Proceedings for further information), (ii) distributions on Allowed Claims (not remitted), and (iii) miscellaneous other items.

(d) See page 6 – Voluntary Final Distribution for further information.

Page 4

Quarterly Financial Report as of June 30, 2021 (Unaudited)

Estimated Remaining Creditor Recoveries

The following schedules show the estimated remaining recoveries for LBHI by claim class, based on the “Estimated Cash Available for Distributions” in the preceding table on page 4. The estimated remaining recoveries on page 4 and the schedule below do not include (a) potential recoveries from the Excluded Litigations, and (b) estimates for potential catch-up distributions on potential full or partial allowance of any disputed claims.

($ in millions)
Lehman Brothers Holdings Inc.
		Allowed Claims Eligible for Distributions (1)		Estimated Remaining Recovery		Estimated Remaining Recovery % as of 06.30.2021			Actual Recovery % Thru D22 (2)			Estimated End of Case Recovery %
Class	Designation	$		$		A			B			= A + B
3	Senior Unsecured	$	82,521	$	574		0.696	%		46.409	%		47.105	%
4A	Senior Affiliate Claims		33,560		208		0.618	%		37.372	%		37.990	%
4B	Senior Affiliate Guarantee		9,578		58		0.605	%		36.467	%		37.072	%
5	Senior Third-Party Guarantee		30,559		148		0.484	%		29.178	%		29.662	%
7	General Unsecured		4,930		32		0.645	%		43.446	%		44.092	%
8	Derivative Affiliate / Affiliate Guarantee Claims		451		3		0.568	%		34.335	%		34.903	%
9A	Third Party Guarantee Derivatives		17,923		81		0.454	%		27.465	%		27.920	%
9B	Third Party Guarantee Derivatives RACER’s		—		—		0.276	%		16.698	%		16.974	%
10A	Subordinated Class 10A Claims		3,399		—		—			—			—
10B	Subordinated Class 10B Claims		10,330		—		—			—			—
10C	Subordinated Class 10C Claims		1,493		—		—			—			—
	Total	$	194,744	$	1,103

(1) Estimated Recovery percentages are calculated based on recoveries of Allowed Claims Eligible for Distributions as reported on Exhibit B of the 23^rd Distribution Notice filed on September 30, 2021. For purposes of this calculation:

a. Allowed claims exclude (i) claims against LBHI satisfied in full through the combination of the primary obligor and guarantee distributions from LBHI, and (ii) previously Allowed Claims that have been withdrawn.

b. Disputed claims are assumed to be allowed at zero, and all cash reserves currently held on behalf of holders of disputed claims are assumed to be released for the benefit of all holders of Allowed Claims.

c. Allowed Claims Eligible for Distributions exclude Allowed Claims that LBHI owns against itself.

d. Allowed Claims participating in the Voluntary Final Distribution concurrent with D23 will be satisfied in full and therefore both the total Voluntary Final Distribution amount of $8.4 million and the Allowed Claims participating in the Voluntary Final Distribution have been excluded from this calculation. See Voluntary Final Distribution for further information.

(2) The 22^nd Plan Distribution occurred on April 1, 2021 (see Docket No. 61102).

The 23^rd Plan Distribution is scheduled to occur on October 7, 2021 (“D23”). Through D23, the Debtors will have made distributions to creditors totaling $128.9 billion, of which $95.9 billion were payments on account of claims owned or formerly owned by third party creditors.

Page 5

Quarterly Financial Report as of June 30, 2021 (Unaudited)

Voluntary Final Distribution

Pursuant to the Motion of the Plan Administrator for an Order Authorizing a Voluntary Final Distribution for Certain Creditors of Lehman Brothers Holdings Inc. and Granting Related Relief (the “Final Distribution Motion”) (Docket No. 61143) and the subsequent order authorizing the Final Distribution to Certain Creditors (Docket No. 61161), the Plan Administrator will be providing voluntary final distributions (“Voluntary Final Distributions”) to certain creditors (approximately 84% of LBHI’s creditor population) in full and final satisfaction of their Allowed Claims concurrent with D23. Please see the Final Distribution Motion for further information.

($ in millions)
Lehman Brothers Holdings Inc.
		Amount of Allowed Claims owned by Eligible Creditors for Voluntary Final Distribution, net of Opt Outs		Amount of Allowed Claims owned by Non-Eligible Creditors Who Opted In for Voluntary Final Distribution		Total Amount of Allowed Claims Participating in Voluntary Final Distribution		Voluntary Final Distribution % (1)			Total Voluntary Final Distribution Amount (1)
Class	Designation	C		D		= C + D		%			$
3	Senior Unsecured	$	20	$	—	$	20		0.699	%	$	0.1
4A	Senior Affiliate Claims		6		4		11		0.624	%		0.0
4B	Senior Affiliate Guarantee		0		—		0		0.610	%		0.0
5	Senior Third-Party Guarantee		994		151		1,144		0.488	%		5.2
7	General Unsecured		255		57		312		0.648	%		1.7
8	Derivative Affiliate / Affiliate Guarantee Claims		—		—		—		0.573	%		—
9A	Third Party Guarantee Derivatives		269		64		332		0.459	%		1.3
9B	Third Party Guarantee Derivatives RACER’s		—		—		—		0.279	%		—
10A	Subordinated Class 10A Claims		—		—		—		—			—
10B	Subordinated Class 10B Claims		—		—		—		—			—
10C	Subordinated Class 10C Claims		—		—		—		—			—
	Total	$	1,544	$	276	$	1,820				$	8.4

(1) The Voluntary Final Distribution % is applicable only for “Eligible Creditors,” as that term is defined in the Final Distribution Motion. Each “Non-Eligible Creditor” who Opted In for the Voluntary Final Distribution will receive a maximum distribution of up to $25,000 in full and final satisfaction of its claims.

Page 6

Quarterly Financial Report as of June 30, 2021 (Unaudited)

III. Notes to the Cash Flow Estimates

Note 1 – Basis of Presentation

Objectives

On the Effective Date, the Plan became effective and the Debtors emerged from bankruptcy with a new Board of Directors (LBHI’s Board of Directors hereinafter referred to as the “Board”). The Company continues to pursue the objectives of asset value maximization and timely distributions to creditors of available cash through the optimal execution of an orderly wind down process and the judicious and timely resolution of claims. Pursuant to the Plan, the Plan Administrator has made and expects to continue to make distributions to creditors of Debtors, with each entity subject to review at each distribution date.

Basis of Presentation

The information and data included in the Quarterly Financial Report, including the Notes to the Cash Flow Estimates (the “Quarterly Financial Report”) are derived from sources available to the Debtors and LBHI-Controlled Entities (collectively, the “Company” or “Controlled Affiliates”). The term “LBHI-Controlled Entities” refers to those entities that are directly or indirectly controlled by LBHI and have not filed for protection under Chapter 11 of the Bankruptcy Code. LBHI-Controlled Entities excludes, among others, certain entities (such as Lehman Brothers Inc. (“LBI”) and Lehman Brothers International (Europe) (in administration) (“LBIE”)) that were not managed or controlled by LBHI as of the Effective Date and are under separate administrations in the U.S. or abroad, including proceedings under the Securities Investor Protection Act (collectively, “Non-Controlled Affiliates”).

The information and data included in these cash flow estimates and notes thereto (the “June 30, 2021 Cash Flow Estimates”) were prepared to update the April 1, 2021 Cash Flow Estimates filed May 28, 2021 (the “April 1, 2021 CFE”), and are based on estimated cash flows from assets managed in an orderly wind down and/or sale (and related costs of operations) until the Company’s activities are fully resolved.

These June 30, 2021 Cash Flow Estimates include an estimate of expenses to be paid through final termination of the Company on such matters as asset disposition, litigation and disputed claims resolution, administrative wind-down, and related activities. These estimates also include the estimated costs of a small subset of the Company’s current staff committed to stay for many years, if necessary, to oversee the resolution of remaining disputes, other matters and residual wind down activities. These estimates are subject to ongoing review and revision. Actual expenses may differ materially from these estimates.

The Company has prepared the Quarterly Financial Report based on the information available to the Company at the date of filing; however, such information may be incomplete and may be materially deficient. Material uncertainties continue to exist regarding the ultimate value realizable from the Company’s assets, the timing of asset recoveries, future costs, and the eventual level of allowed creditors’ claims. Accordingly, the Quarterly Financial Report is not meant to be relied upon as a complete description of the Company, its business, condition (financial or otherwise), results of operations, prospects, assets or liabilities. The Company reserves all rights to revise this report.

In preparing the Quarterly Financial Report, the Company made various estimates and assumptions based on information available to the Company. As such, this report contains forward-looking statements that involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements containing information regarding the intent, belief or current expectation of the Company and members of its management. Accordingly, the financial information herein is subject to change and any such change may be material.

Page 7

Quarterly Financial Report as of June 30, 2021 (Unaudited)

Note 1 – Basis of Presentation (continued)

The Quarterly Financial Report should be read in conjunction with the Company’s previous filings, including Form 8-K reports as filed with the United States Securities and Exchange Commission (“SEC”), the Plan and related Disclosure Statement (the “Disclosure Statement”) dated August 31, 2011, and other documents filed after the Commencement Dates with various regulatory agencies or the Bankruptcy Court by LBHI and LBHI-Controlled Entities.

Future expenses and distributions are dependent in large measure on the resolution of various legal matters involving the Company and its Non-Controlled Affiliates. (See Litigation below.) The remaining legal matters require resolution in the United States, as well as multiple foreign jurisdictions, including the United Kingdom, France, Germany, India, and Australia. The timing for achieving final administrative or judicial resolution of these legal issues is uncertain. As a consequence, the Company cannot definitively specify a date for the final termination of its activities.

All cash flows in these Estimates are presented on an undiscounted basis.

Key Assumptions

Recoveries from Non-Controlled Affiliates

Estimates of recoveries from Non-Controlled Affiliates are based on internal valuation models utilizing information obtained from both Non-Controlled Affiliates’ fiduciaries, as well as information obtained by the Company through settlement negotiations and involvement on creditors’ committees.

The Company’s estimates for recoveries from Non-Controlled Affiliates include estimates for recoveries related to LBIE and the Joint Venture (see Note 3 for additional information), as well as estimated recoveries from other Non-Controlled Affiliates in Europe and Asia.

Certain receivables from Non-Controlled Affiliates are denominated in foreign currencies, and as such, estimated recoveries related to these receivables are subject to movements in foreign exchange rates. The Company does not hedge against movements in foreign exchange rates.

The majority of estimated remaining recoveries from Non-Controlled Affiliates are contingent upon (i) the resolution of matters in dispute and/or active litigation, (ii) the receipt of non-U.S. government and/or Court approvals, and/or (iii) the final wind down of estates not controlled by the Plan Administrator. As such, the timing and amount of future recoveries from Non-Controlled Affiliates is uncertain, and actual recoveries may differ materially from these estimates.

Litigation

The Company is involved directly and/or indirectly in numerous litigations that will impact its recoveries from Non-Controlled Affiliates. The Company’s estimates of recoveries from Non-Controlled Affiliates incorporate the Company’s current assumptions regarding the resolution of these matters (see Other Litigations in Note 6 for additional information).

In addition, the Company has certain litigation pending against parties other than Non-Controlled Affiliates in U.S. courts which may result in potential recoveries to the Company. For the purpose of these June 30, 2021 Cash Flow Estimates, estimates for all litigations are included, with the exception of matters listed under “Excluded Litigations” in Note 6 herein (“Excluded Litigations”). The estimated costs (i.e., professional, legal and advisory fees) of supporting all of the Company’s litigations, including the Excluded Litigations, are included.

Page 8

Quarterly Financial Report as of June 30, 2021 (Unaudited)

Note 1 – Basis of Presentation (continued)

Reporting of Claim Assignments

As part of the Company’s planned operational wind down and legal entity dissolution process, the Company has assigned and will continue to assign claims among Controlled Entities, typically from a subsidiary entity to a parent entity, with no resulting economic effect on estimated overall recoveries. These assignments are reflected in the “Transfers, Reclassifications, Adjustments” column in the tables herein. For claim assignments in which Debtor entities are assigned claims against themselves (i.e., when LBHI is assigned a claim against LBHI), the receivables and payables are netted.

This Quarterly Financial Report:

• Reflects activities through June 30, 2021;

• Is not audited nor prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”);

• Includes certain items that remain under continuing review by the Company and may be accounted for differently in future Quarterly Financial Reports.

Due from/to Affiliates

(as shown in the Balance Sheets and Note 3 and Note 4 herein)

Due from/to Affiliates represents (i) receivables related to transactions among LBHI, LBHI-Controlled Entities and Non-Controlled Affiliates (separately or collectively, “Affiliates”), and (ii) payables by LBHI-Controlled Entities to LBHI and Non-Controlled Affiliates.

Due from/to Affiliates are recorded in the Balance Sheets at book values, and where applicable, these balances are recorded net of cash distributions. The balances do not reflect potential realization or collectability reserves for Due from Affiliates balances nor estimates of potential additional payables to Affiliates. As a result, adjustments (including write-downs and write-offs) to Due from/to Affiliates, which are material, will be recorded in the future. The Company will continue to review future estimated recoveries from Non-Controlled Affiliates to determine future write downs.

Page 9

Quarterly Financial Report as of June 30, 2021 (Unaudited)

Note 2 – Other Receipts

The following table summarizes the main components of Other Receipts as of June 30, 2021:

$ in millions	LBHI		LBHI - Controlled Entities
Affiliate Claims (1)		39		—
Other		1		2

(1) Includes $39 million of recoveries from claims against Non-Controlled Affiliates acquired through settlements with third parties valued at estimated remaining recoveries. The largest component of Affiliate Claims is an admitted claim, prior to distributions, against Lehman Brothers Limited for £66 million.

Page 10

Quarterly Financial Report as of June 30, 2021 (Unaudited)

Note 3 – Due from/to Non-Controlled Affiliates

The following table presents, on an aggregate basis for LBHI and LBHI-Controlled Entities, admitted and unsettled filed claims (including statutory interest to date), collections to date from Non-Controlled Affiliates, and aggregate estimated remaining recoveries (including statutory interest):

Due From Non-Controlled Affiliates to LBHI and LBHI-Controlled Entities															Estimated Recoveries (3)
$ in millions	Local Currency		Admitted Claims in Local Currency (1)		Collections To Date in Local Currency (1)			Admitted and Unsettled Filed Claims in USD (2)		Collections To Date in USD (1)			Net Receivables in USD		LBHI & LBHI- Controlled Entities
Europe
Lehman Brothers Finance S.A.		CHF		10,153		(2,100	)	$	10,974	$	(2,269	)	$	8,704
Lehman Brothers Holdings Intermediate 2 Ltd - Subordinated		USD							6,139		—			6,139
Lehman Brothers Holdings PLC - Subordinated		USD							1,900		—			1,900
Lehman Brothers Holdings PLC - Senior		GBP		295		(282	)		407		(390	)		17
Thayer Properties Limited		GBP		172		(93	)		237		(128	)		109
LB (PTG) Ltd		GBP		170		(92	)		235		(128	)		107
LB ODC 3		GBP		101		(62	)		140		(86	)		54
Other									2,002		(1,979	)		22
Total Europe								$	23,238	$	(6,185	)	$	17,054		890
Asia
LB Commercial Corp. Asia Limited		HKD		14,769		(9,134	)	$	1,902	$	(1,176	)	$	726
LB Asia Pacific (Singapore) PTE		USD		621		(365	)		621		(365	)		256
LB Investments PTE Ltd		USD		536		(347	)		536		(347	)		190
LB RE Australia Commerical PTY LTD		AUD		218		(66	)		163		(49	)		114
LB Australia Holdings PTY LTD		AUD		145		(63	)		109		(47	)		62
Lehman Brothers Australia Ltd		AUD		111		(66	)		83		(50	)		34
Other									11,082		(11,038	)		44
Total Asia								$	14,497	$	(13,072	)	$	1,425		39
Total								$	37,736	$	(19,257	)	$	18,479	$	929
Totals may not foot due to rounding.

(1) “Admitted Claims in Local Currency,” “Collections to Date in Local Currency” and “Collections to Date in USD” include statutory interest received to date less any distributions received on the claims prior to the assignments of the claims to LBHI and/or LBHI-Controlled Entities.

(2) “Admitted and Unsettled Filed Claims in USD” includes notional amounts on subordinated receivables and statutory interest.

(3) Refer to Note 1 – Basis of Presentation herein for further information on the estimated recoveries from Non-Controlled Affiliates.

(4) Other claims against Lehman Brothers Limited and other Non-Controlled Affiliates acquired through settlements with third parties are included in Other Assets (refer to Note 2 – Other Receipts for additional information).

Page 11

Quarterly Financial Report as of June 30, 2021 (Unaudited)

Note 3 – Due from/to Non-Controlled Affiliates (continued)

The table below presents the Due from/to Non-Controlled Affiliates balances as of June 30, 2021, and the related activity since the previously filed Quarterly Financial Report as of April 1, 2021:

			Activity 04/02/21 - 06/30/21
$ in millions	As of April 1, 2021		Cash Receipts			Cash Distributions		Claim Assignments		Other (1)			As of June 30, 2021
Due From Non-Controlled
Lehman Brothers Finance S.A.	$	8,552	$	—						$	153		$	8,704
LB Holdings Intermediate 2 Ltd - Subordinated (2)		6,139									—			6,139
Lehman Brothers Holdings PLC - Subordinated (2)		1,900									—			1,900
Thayer Properties Limited		109		—							(0	)		109
LB (PTG) Ltd		107		—							(0	)		107
LB Commercial Corp. Asia Limited		725									1			726
LB Asia Pacific (Singapore) PTE		256		—							(0	)		256
LB Investments PTE Ltd		190		—							—			190
Other		354		(2	)				—		(4	)		347
Total Due From Non-Controlled	$	18,331	$	(2	)	$	—	$	—	$	149		$	18,479
Due To Non-Controlled (3)	$	28,245	$	—		$	—	$	—	$	(113	)	$	28,132

(1) Other Due From Non-Controlled Affiliates primarily includes $150 million resulting from the positive impact of movements in foreign exchange rates for the period calculated on the historical net receivable balances.

Other Due To Non-Controlled Affiliates primarily includes: (i) the recoupment of $3 million and the write off of $116 million, both resulting from the settlement of a multi-party litigation wherein LBHI sought to recapture previous distributions it made on certain Guarantee Claims owned by Non-Controlled Affiliates, because the corresponding primary claims were subsequently satisfied in full by distributions from the primary obilgors.

(2) Balances represent the notional subordinated receivables.

(3) “Due to Non-Controlled” balances from LBHI are included in Liabilities Subject to Compromise herein, and primarily include (i) claims against LBHI, net of distributions, originally held by Non-Controlled Affiliates that are currently held by third parties, and (ii) a claim held by Lehman Brothers Treasury Co B.V., in which LBHI has no direct or indirect equity interest.

Page 12

Quarterly Financial Report as of June 30, 2021 (Unaudited)

Note 3 – Due from/to Non-Controlled Affiliates (continued)

Joint Venture to Facilitate Resolution of LBIE Claims

On January 31, 2014, Lehman Brothers Holdings Intermediate 2 Ltd. (“LBHI2”), a Non-Controlled Affiliate, LBHI, and Elliott Management Corporation and King Street Capital Management, L.P. (together, the “Funds”) entered into definitive documentation and consummated a joint venture to facilitate the resolution of LBIE claims (the “Joint Venture”):

• LBHI2 contributed to the Joint Venture its admitted senior claim of GBP 36.3 million (“Senior Claim”), subordinated claims of GBP 1.24 billion (“Sub Debt”), and an economic interest in its preferred equity (“Preferred Equity”) in LBIE.

• The Funds paid approximately GBP 650 million to LBHI2 (by way of a capital contribution to the Joint Venture) and contributed to the Joint Venture the distributions on their claims against LBIE (approximately GBP 2.6 billion face as of January 31, 2014) in excess of the principal amount plus post-administration interest at 8% per year. LBHI2’s final recoveries and distributions will be determined following the resolution of the LBIE estate.

The Joint Venture includes a joint recovery pool governed by a specific sharing formula. Subject to certain adjustments, which could be material, all recoveries from the Sub Debt, Senior Claim, Preferred Equity, and the Funds’ contribution are split as follows:

(a) 100% to the Funds up to the Tier 1 Pool Threshold Amount;

(b) For recoveries between the Tier 1 Pool Threshold Amount up to the Tier 2 Pool Threshold Amount, 70% to the Funds and 30% to LBHI2;

(c) For recoveries between the Tier 2 Pool Threshold Amount up to the Tier 3 Pool Threshold Amount, 50% to the Funds and 50% to LBHI2; and

(d) For recoveries above the Tier 3 Pool Threshold Amount, 25% to the Funds and 75% to LBHI2.

The “Tier 1 Pool Threshold Amount” is GBP 650 million. The “Tier 2 Pool Threshold Amount” is GBP 1.3 billion plus interest calculated at the simple rate of 2.25% from November 30, 2013 through September 3, 2018; thereafter, interest is calculated at the simple rate of 1.25%. The “Tier 3 Pool Threshold

Amount” is GBP 2.2 billion plus interest calculated at the simple rate of 4.25% from November 30, 2013 through September 3, 2018; thereafter, interest is calculated at the simple rate of 2.5%.

A detailed summary of the terms of the parties’ commitments and the Joint Venture is available at www.lehman-docket.com in the Key Documents section.

If LBIE makes distributions on the Preferred Equity before aggregate distributions from the Joint Venture to the Funds and LBHI2 have reached GBP 2.2 billion (plus interest), then, in certain circumstances, LBHI2, Luxembourg Finance S.a.r.l. (“Lux Finance”) and LBHI shall be obligated to make payments to preserve the economic terms of the transaction as if 100% of the Preferred Equity proceeds had been transferred by LBHI2 to the Joint Venture.

Receivables from the Joint Venture:

• LBHI has direct and indirect receivables from various UK Non-Controlled Affiliates, including the entity which receives proceeds directly from the Joint Venture – LBHI2. There are various ongoing litigations (see Note 6 – Legal Proceedings) regarding LBHI’s share of beneficial interest in those UK Non-Controlled Affiliates. LBHI has included estimated recoveries from those entities in its Cash Flow Estimates.

Page 13

Quarterly Financial Report as of June 30, 2021 (Unaudited)

Note 4 – Due from/to LBHI and LBHI-Controlled Entities

The table below presents the Due from/to LBHI and LBHI-Controlled Entities balances as of June 30, 2021, and the related activity since the previously filed Quarterly Financial Report as of April 1, 2021:

			Activity 04/02/21 - 06/30/21
$ in millions	As of April 1, 2021		Cash Receipts			Cash Distributions			Claim Assignments		Other (1)			As of June 30, 2021
Due From Controlled
Lehman Brothers Holdings Inc.
RACERS Claims (2)		298		—								—			298
Pami Ali LLC		2,731										—			2,731
Lehman Ali Inc (PCO)		1,928										—			1,928
LB I Group Inc (PCO)		1,554		—								—			1,554
314 Commonwealth Ave Inc (PCO)		784										—			784
Real Estate Private Equity Inc		625										—			625
LB Offshore Partners Ltd		340		(0	)							(339	)		(0	)
Repe LBREP LP, LLC		179										—			179
Other		247										(0	)	$	247
Total Due From Controlled	$	8,684	$	(0	)	$	—		$	—	$	(340	)	$	8,345
Due To Controlled (3)
LBHI-Controlled
Lehman Brothers Holdings Inc.		8,387					(0	)			$	(339	)		8,048
Total Due To Controlled	$	8,387	$	—		$	(0	)	$	—	$	(339	)	$	8,048

(1) Other includes debt forgiveness of $339 million related to the wind down of an LBHI-Controlled Entity.

(2) Refer to Section IV.I.b of the Disclosure Statement for further information on the RACERS Claims.

(3) “Due to Controlled” balances from LBHI are included in Liabilities Subject to Compromise herein.

Page 14

Quarterly Financial Report as of June 30, 2021 (Unaudited)

Note 5 – Disputed Claims

The last remaining Disputed Claim is the LBF Guarantee Claim (Enasarco) with a filed amount of $62 million. LBHI has entered into a stipulation with the disputed guarantee claimant and has reserved the potential obligation under this agreement, including corresponding Plan Adjustments and interest calculated pursuant to the Plan, entirely in cash. See Note 6 – Legal Proceedings – LBF Guarantee – Enasarco for further information.

Page 15

Quarterly Financial Report as of June 30, 2021 (Unaudited)

Note 6 – Legal Proceedings

The Company is involved in or will be impacted by a number of judicial, regulatory and mediation proceedings concerning matters arising in connection with the bankruptcy proceedings and various other matters, including the proceedings listed below. The Company has not included in the June 30, 2021 Cash Flow Estimates any estimate of recoveries for the Excluded Litigations in the table shown below, but has included estimates of recoveries for all other affirmative litigation matters it is pursuing. The Company is not aware of any other litigation matters where the amount at issue exceeds $10 million. As more information becomes available, the Company may record revisions, which may be material, in future Quarterly Financial Reports. (See Note 1—Basis of Presentation—Litigation for further discussion on the impact of these litigations on the cash flow estimates.)

EXCLUDED LITIGATIONS
Counterparty	Debtor(s)	Commenced	Court	Court Reference	Most Recent Disclosure
Mortgage Sellers	LBHI	Various	Various	Various	(a)

OTHER LITIGATIONS
Counterparty	Controlled Entities Party to Litigation	Debtor(s) Potentially Impacted by Litigation	Court	Most Recent Disclosure
PLC, LBHI2, LB GP No. 1 Ltd, Deutsche Bank (“ECAPs”)	LBHI SLP3	LBHI	UK Court	(b)
Guarantee Claims For Which LBIE Is The Primary Obligor	LBHI	LBHI	Bankruptcy Court	(c)
LBIE Other	None	LBHI	Various	(d)
LBF Guarantee - Enasarco	None	LBHI	Swiss Court	(e)
LBT Clawbacks	LBHI	LBHI	Bankruptcy Court	October 1, 2020 Balance Sheets - Docket No. 60960
Sweetwater	LBHI	LBHI	Delaware Chancery Court	June 30, 2020 Balance Sheets - Docket No. 60877

Page 16

Quarterly Financial Report as of June 30, 2021 (Unaudited)

Note 6 – Legal Proceedings (continued)

(a) Mortgage Sellers

LBHI filed complaints in the Bankruptcy Court against numerous mortgage sellers seeking indemnification arising from the Allowed Claims of Fannie Mae, Freddie Mac (collectively, the “GSE Claims”) and Private Label Trustees (the “PL Claims”) against LBHI for losses from defective loans purchased from LBHI. 124 cases have been resolved. 34 of the defendants have failed to respond to the complaints filed against them and LBHI is pursuing default judgments against them. There are 11 parties remaining that have responded to the complaints filed against them. In aggregate, the complaints against these remaining active defendants assert approximately $6 million in GSE Claims and $67 million in PL Claims. The PL Claims are subject to an allocation methodology to be approved by the Bankruptcy Court. For illustrative purposes only, if the methodology approved by the Bankruptcy Court is on the basis that each defendant will be allocated its pro rata share of the PL Claims, then the aggregate damages sought from the 11 defendants who have responded to the complaints filed would be reduced from $67 million to approximately $14 million. On March 25, 2020, LBHI filed a Notice with the Court providing preliminary and non-binding disclosure of the allocation methodology it may seek to apply in this case [Docket No. 60483 in Case No. 08-13555].

Certain defendants filed a motion to dismiss the complaints on the basis that Lehman Brothers Bank, the original purchaser of the mortgage loans at issue, never effectuated the assignment of its indemnity rights to LBHI prior to the commencement of the chapter 11 cases and therefore, the Bankruptcy Court does not have subject matter jurisdiction over those cases. The moving defendants also seek dismissal on the basis that LBHI gave up its indemnity rights when it sold the loans to the Private Label Trusts. LBHI opposed the motion. The Bankruptcy Court heard argument on October 16, 2019, and reserved decision.

On March 7 and 8, 2021, LBHI filed complaints against 60 smaller mortgage sellers, primarily brokers, seeking aggregate damages of $45 million. 33 of these cases have been resolved, which has reduced the aggregate damages sought in these cases to $20 million.

(b) ECAPs

Prior to the Commencement Date, the Company raised approximately $2 billion through the issuance in the UK of Enhanced Capital Advantaged Preferred Securities (“ECAPS”). Among the ECAPS issued via these UK funding partnerships were Lehman Brothers UK Capital Funding LP, Lehman Brothers UK Capital Funding II LP and Lehman Brothers UK Capital Funding III LP, (“ECAPS I-III”).

Lehman Brothers Holdings PLC (“PLC”) has outstanding approximately €0.8 billion of subordinated notes issued to ECAPS I-III and approximately $1.9 billion of subordinated debt which is held by LBHI. LBHI2 has outstanding approximately $3.186 billion of subordinated debt issued to PLC and approximately $6.139 billion of subordinated notes which is held by Lehman Brothers Holdings Scottish LP 3 (“SLP3”).

On March 16, 2018, the Joint Administrators of PLC and LBHI2 each made an application to the High Court in England to seek, among other things, its determination of issues of priority in respect of potential distributions to the holders of the subordinated issuances described above. The trial took place in November 2019. The Court gave judgment on July 3, 2020 (see Docket No. 60706). In essence, the Court decided that SLP3 (LBHI) is junior to PLC with respect to the LBHI2 subordinated debt, as PLC had argued, and that LBHI and ECAPS I-III are pari passu with respect to the PLC subordinated debt and that the ECAPS I-III subordinated debt was subject to discounting, as LBHI had argued. The Court also ruled that the LBHI subordinated debt (at the PLC level) was not subject to a release, as LBHI had argued. This ruling has the economic effect of awarding approximately 86% of the cash flows at issue to LBHI and 14% to ECAPS I-III.

Page 17

Quarterly Financial Report as of June 30, 2021 (Unaudited)

Note 6 – Legal Proceedings (continued)

On July 24, 2020, at a hearing on consequential matters, Justice Smith gave permission to appeal the ranking issues at both LBHI2 and PLC, but did not give Deutsche Bank permission to appeal the Release and Discounting issues. Justice Smith also granted LBHI a cost award against Deutsche Bank and granted PLC a cost award against LBHI. On July 7, 2021, LBHI settled with entities controlled of managed by King Street Capital Management, L.P. (“King Street”), which in aggregate hold approximately 14% of the ECAPS. The agreement provides for King Street to receive a proportional share of 16.19% of the cash flows at issue upon distribution. The Appeals Hearing is scheduled for one week, beginning on October 4, 2021.

For further information please refer to:

www.pwc.co.uk/services/business-

recovery/administrations/non-lbie-companies/lbh-

plc-in-administration.html and

www.pwc.co.uk/services/business-

recovery/administrations/non-lbie-companies/lbhi2 -

limited-in-administration.html

(c) Guarantee Claims For Which LBIE Is The Primary Obligor

LBHI previously filed an objection to disallow six, LBIE-based, prime-brokerage-related guarantee claims seeking $118 million filed by funds related to Maverick Capital Ltd (“Maverick”) [ECF No. 53107]. On March 24, 2017, the Bankruptcy Court granted LBHI’s objection, disallowed Maverick’s claims, and ruled that Maverick could not amend its proofs of claim to assert direct (as opposed to guarantee) liability against LBHI [ECF No. 55346]. Maverick appealed that decision to the United States District Court for the Southern District of New York. On September 30, 2018, the District Court reversed the Bankruptcy Court’s decision that section 562 of the Bankruptcy Code and certain exculpatory clauses contained in the prime brokerage agreement at issue applied to Maverick’s claims, and remanded the case to the Bankruptcy Court for further proceedings. On July 3, 2019, LBHI filed a motion seeking to reduce Maverick’s claims to $4.3 million. On August 8, 2019, Maverick filed its opposition to that motion. On September 10, 2019, the Court heard argument on the Motion and reserved decision. On September 14, 2020, Maverick filed a supplemental brief in connection with the pending motion. On October 19, 2020, LBHI filed its response to Maverick’s supplemental brief. On May 20, 2021, the Bankruptcy Court read its decision from the bench, ruling that Maverick was entitled to allowed

guarantee claims against LBHI of $118 million, subject to the single satisfaction rule, and therefore, Maverick was entitled to receive distributions on those allowed claims until it recovers $16.2 in cash. The parties subsequently agreed to a settlement pursuant to which, in July 2021, LBHI paid Maverick $10.5 million and Maverick’s claims were deemed satisfied in full.

(d)

(d) LBIE Other

The outcome of the following litigation may impact LBHI’s potential indirect recoveries from LBIE:

AG Financial Products Inc.

On November 28, 2011, LBIE sued AG Financial Products Inc. (“AGR”), an affiliate of Assured Guaranty Corp., which in the past had provided credit protection to counterparties under credit default swaps. LBIE’s complaint, which was filed in the Supreme Court of the State of New York (the “New York Supreme Court”), alleged that AGR improperly terminated nine credit derivative transactions between LBIE and AGR and improperly calculated the termination payment in connection with the termination of 28 other credit derivative transactions between LBIE and AGR. LBIE asserted in the complaint that AGR owes LBIE a termination payment of approximately $1.4 billion.

On July 2, 2018, the New York Supreme Court dismissed LBIE’s claims with respect to the nine allegedly improperly terminated transactions in their entirety. That ruling remains subject to appeal. The Court also dismissed the claim that AGR breached its implied duty of good faith and fair dealing with respect to the valuation of the 28 terminated credit derivatives transactions, but found that there is a genuine question of fact as to the reasonableness and good faith of AGR’s calculation of its loss, and so LBIE may proceed with its claim against AGR for breach of contract. On July 31, 2018, AGR filed a Notice of Appeal with the New York State Appellate Division with respect to the surviving claims. On January 17, 2019, the Appellate Division denied AGR’s appeal. The trial was originally scheduled for March 9-20, 2020, but was adjourned by the Court as a result of risks posed by the coronavirus.

Page 18

Quarterly Financial Report as of June 30, 2021 (Unaudited)

Note 6 – Legal Proceedings (continued)

The Honorable Marcy Friedman announced that she will be retiring at the end of the year and as a result will be unable to continue as the trial judge in the case. On November 3, 2020, LBIE filed a motion in the Bankruptcy Court seeking to reopen the Chapter 15 case and remove the state court case to the Bankruptcy Court. On December 1, 2020, AGR filed its opposition to LBIE’s motions and its own motion to remand the case to State Court. The hearing on the motions was conducted on January 25, 2021, in the Bankruptcy Court and was continued on March 22, 2021, based upon further diligence requested by the Court. At the hearing, Judge Chapman read her decision from the bench, ruling that LBHI’s motion to remove is denied and AGR’s motion to remand is granted. The case will now proceed in the New York State Supreme Court, Commercial Division before the Honorable Melissa Crane, who was recently assigned to the case. The trial is scheduled for three weeks, beginning on October 18, 2021.

(e) LBF Guarantee – Enasarco

Enasarco v. LBF is a dispute regarding the appropriate valuation of a terminated derivative transaction. Enasarco filed a claim of CHF 67 million against LBF based on the loss incurred on the replacement of their derivative trade. The replacement trade was executed several months after the termination date of the original trade with LBF. LBF argued, among other things, that Enasarco had an obligation to value the trade as of the Early Termination Date, which would have resulted in a receivable to LBF, but in any event by a date earlier than used by Enasarco. LBF pursued the receivable in the UK, and lost. LBF was deined appeal in the UK. In Switzerland, LBF rejected Enasarco’s claim and Enasarco objected. Enasarco’s claim is in litigation in first instance Swiss Court (on remand). Trial date has yet to be set.

Page 19

Quarterly Financial Report as of June 30, 2021 (Unaudited)

Note 7 – Taxes Payable

Taxes payable is an estimate of tax liabilities, net of the estimated impact of any refund claims, deposits and net operating losses (“NOL”). Taxes payable have been allocated among the members of the LBHI Tax Group pursuant to the Debtor Allocation Agreement (the “DAA”) (see below for further information).

As of June 30, 2021, the Company recorded an estimate of $23 million for potential pre- and post-petition amounts owed to federal, state, local and international taxing authorities, net of expected refund claims

Debtor Allocation Agreement

The Debtor Allocation Agreement, which became effective on the Effective Date, addresses the relationship among the Debtors and certain Affiliates with respect to consolidated federal/combined state/local income taxes for pre-petition and post-petition years. Pursuant to the DAA, any tax receivables or payables related to pre-petition, consolidated group taxes, including the IRS refund, are treated as allowed pre-petition claims between LBHI and other Debtors and LBHI-Controlled Entities and subject to set-off or recoupment.

Net Operating Losses

The NOLs of the LBHI Tax Group (including LBHI-Controlled Entities) are subject to audit and adjustment by the IRS and primarily expire in or about 2028. Substantially all of the LBHI Tax Group’s current consolidated net operating loss carryovers are attributable to the Debtors. The Plan provides for an orderly liquidation of the Debtors. As previously disclosed in the Company’s Quarterly Financial Report as of March 31, 2012 [Docket No. 29731], the LBHI Tax Group received a private letter ruling from the IRS in connection with the Plan going effective that stated (i) the liquidation of the Debtors for U.S. federal income tax purposes may occur over an extended period, and (ii) the reduction of the LBHI Tax Group’s NOLs as a result of the discharge of debt pursuant to the Plan generally would not occur until completion of the liquidation.

In January 2020, the Company received a supplemental IRS ruling extending the original ruling relating to the Company’s liquidation. All remaining Debtor NOLs not previously utilized to absorb taxable income of the LBHI Tax Group are expected to be fully utilized to offset income resulting from the discharge of debt on the final date of liquidation of LBHI.

Page 20

Quarterly Financial Report as of June 30, 2021 (Unaudited)

Note 8 – Subsequent Events

23^rd Plan Distribution & Voluntary Final Distribution

On October 7, 2021, LBHI will make its 23^rd Plan Distribution to creditors. The Company will distribute approximately $122 million, including $105 million to third party creditors and $9 million to LBHI-Controlled Entities. In addition, LBHI will make a concurrent final distribution to certain creditors of $8 million (see page 6 herein for further information).

Through D23, the Debtors will have made distributions to creditors totaling $128.9 billion, of which $95.9 billion were payments on account of claims owned or formerly owned by third party creditors.

Page 21

IV. Balance Sheets

LEHMAN BROTHERS HOLDINGS INC. and LBHI-Controlled Entities

Balance Sheets As of June 30, 2021

(Unaudited)

($ in millions)	Lehman Brothers Holdings Inc. 08-13555 (1)			Total LBHI- Controlled Entities (2)
Assets
Cash and short-term investments	$	56		$	61
Cash and short-term investments pledged or restricted		144			1
Financial instruments and other inventory positions:
Commercial Real Estate		3			0
Residential Real Estate and Other		5			—
Principal Investments		6			10
Derivative Receivables and Related Assets		2			—
Total Financial instruments and other inventory positions		16			10
Receivables from LBHI and LBHI-Controlled Entities and other assets		42			19
Investments in Affiliates		(1,802	)		(0	)
Due from Affiliates:
LBHI and LBHI-Controlled Entities		8,345			0
Non-Controlled Affiliates		12,315			6,164
Total Due from Affiliates		20,659			6,164
Total Assets	$	19,116		$	6,256
Liabilities and Stockholders’ Equity
Liabilities
Payables to LBHI and LBHI-Controlled Entities and other liabilities	$	24		$	5
Due to Affiliates:
LBHI-Controlled Entities	$	0			8,048
Non-Controlled Affiliates		0			2
Total Due to Affiliates		0			8,049
Taxes Payable		18			5
Liabilities Subject to Compromise		130,262			—
Total Liabilities		130,305			8,059
Stockholders’ Equity		(111,189	)		(1,804	)
Total Liabilities and Stockholders’ Equity	$	19,116		$	6,256

See accompanying Notes to Balance Sheets

Note: All values that are exactly zero are shown as “—”. Values between zero and $500,000 appear as “0”.

(1) Balances for LBHI do not reflect the impact of eliminations of intercompany balances and investments in subsidiaries.

(2) Balances for LBHI-Controlled Entities reflect the impact of eliminations of (i) intercompany balances only between LBHI-Controlled Entities and (ii) investments in subsidiaries only between LBHI-Controlled Entities.

Page 22