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Volume 7 of 9 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ x : In re : Chapter 11 Case No. : LEHMAN BROTHERS HOLDINGS INC., : 08‐13555 (JMP) et al., : : (Jointly Administered) Debtors. : ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ x REPORT OF ANTON R. VALUKAS, EXAMINER Jenner & Block LLP 353 N. Clark Street Chicago, IL 60654‐3456 312‐222‐9350 919 Third Avenue 37th Floor New York, NY 10022‐3908 212‐891‐1600 March 11, 2010 Counsel to the Examiner VOLUME 7 OF 9 Appendices 2 - 7 EXAMINER’S REPORT TABLE OF APPENDICES VOLUME 6 Tab 1 Legal Issues VOLUME 7 Tab 2 Glossary, Acronyms & Abbreviations Tab 3 Key Individuals Tab 4 Witness Interview List Tab 5 Document Collection & Review Tab 6 Lehman Systems Tab 7 Bibliography VOLUME 8 Tab 8 Risk Management Organization and Controls Tab 9 Risk Appetite and VaR Usage Versus Limits Chart Tab 10 Calculation of Certain Increases in Risk Appetite Limits Tab 11 Compensation Tab 12 Valuation - Archstone Tab 13 Survival Strategies Supplement Tab 14 Valuation - CDO Tab 15 Narrative of September 4 Through 15, 2008 Tab 16 Valuation - Residential Whole Loans i Tab 17 Repo 105 Tab 18 Summary of Lehman Collateral at JPMorgan Tab 19 Lehman’s Dealings with Bank of America Knowledge of Senior Lehman Executives Regarding The Tab 20 Inclusion of Clearing-Bank Collateral in the Liquidity Pool Tab 21 LBHI Solvency Analysis Tab 22 Preferences Against LBHI and Other Lehman Entities VOLUME 9 Analysis of APB, Journal Entry, Cash Disbursement, and Tab 23 JPMorgan Collateral Tab 24 Foreign Exchange Transactions Intercompany Transactions Occurring Within Thirty Days Before Tab 25 Bankruptcy Tab 26 CUSIPs with Blank Legal Entity Identifiers Tab 27 CUSIPs Not Associated with an LBHI Affiliate Tab 28 CUSIPs Associated Solely with an LBHI Affiliate Tab 29 CUSIPs Associated with Both LBI and LBHI Affiliates Tab 30 CUSIPs Associated with Subordinated Entities CUSIPs Associated with LBHI Affiliates Not Delivered to LBI in a Tab 31 Financing Trade Tab 32 September 19, 2008 GFS Dataset Tab 33 Summary Balance Sheets of LBHI Affiliates Tab 34 Tangible Asset Balance Sheet Variations ii APPENDIX 2: GLOSSARY, ACRONYMS & ABBREVIATIONS The following table includes acronyms, abbreviations and definitions for certain terms that recur throughout the Report. Term Definition 80/20 “80/20” refers to a BNC Mortgage, Inc. program that extended two separate loans to bring the borrower’s loan‐to‐value ratio to 100% based only on income data as stated by the borrower.1 For a definition of the ”80/20 Rule” in the Repo 105 context, see Continual Use Rule. 120% Rule Internal guideline or rule promulgated by Lehman’s management stating that the month or quarter‐end spike in Repo 105 activity could not result in a balance that exceeded 120% of the daily average usage throughout that month.2 ABCP See Asset Backed Commercial Paper. 1 Examiner’s Report, at § III.A.1.b. 2 See e‐mail from Michael McGarvey, Lehman, to Kentaro Umezaki, Lehman, et al. (Aug. 17, 2007) [LBEX‐ DOCID 1635769] (“The guide line for month end usage of repo 105 is that it should not exceed 120% of your daily average.”); e‐mail from Michael Anthony, Lehman, to Kieran Higgins, Lehman (Oct. 12, 2007) [LBEX‐DOCID 738606] (“[I]t looks like the only limitation we have on size [for Repo 105] is the month end balance can’t be more than 120% of our daily average throughout the month.”). ABS See Asset Backed Security. Accounts Positions & Balances Database Database that the Examiner’s financial (“APB”)3 advisors, Duff & Phelps, accessed in order to review trades made between the FRBNY and Lehman between August 1, 2008 and September 19, 2008.4 3 Examiner’s Report, at § III.A.2.f. 4 Id. 2 Affiliate The Examiner Order defines “LBHI Affiliate(s)” to include “LBCC [and] any other entity that currently is an LBHI chapter 11 debtor subsidiary or affiliate.” As of the date of the entry of the Examiner Order, those entities were:5 LB 745 LLC PAMI Statler Arms LLC Lehman Brothers Commodity Services Inc. Lehman Brothers Finance S.A. Lehman Brothers Special Financing Inc. Lehman Brothers OTC Derivatives Inc. Lehman Brothers Derivative Products Inc. Lehman Commercial Paper Inc. Lehman Brothers Commercial Corporation Lehman Brothers Financial Products Inc. Lehman Scottish Finance L.P. CES Aviation LLC CES Aviation V LLC CES Aviation IX LLC East Dover Limited Fundo de Investimento Multimercado Credito Privado Navigator Investimento No Exterior Luxembourg Residential Properties Loan Finance S.a.r.l. 5 Id. at § III.C.1.a. BNC Mortgage LLC. 3 AIG See American International Group, Inc. ALCO See Asset‐Liability Committee. Alt‐A Lehman described Alt‐A loans as loans “associated with borrowers who may have creditworthiness of ‘prime’ quality but may have traits that prevent the loans from qualifying as ‘prime.’ Those traits could include documentation deficiencies related to the borrowers’ income disclosure, referred to as partial or no documentation; or the underlying property may not be owner‐occupied despite full or lower documentation of the borrowers’ income levels.”6 Aurora was the primary Alt‐A originator for Lehman.7 Alt‐B Informal term used in the mortgage industry to describe Alt‐A loans that were of lesser credit quality.8 Some within Lehman used the term Alt‐B to refer to loans originated by Lehman subsidiary Aurora Loan Services, LLC under a program known as Mortgage Maker.9 6 Lehman Brothers Holdings Inc., Quarterly Report as of Feb. 29, 2008 (Form 10‐Q) (filed on Apr. 9, 2008), at p. 57 (ʺLBHI 10‐Q (filed on Apr. 9, 2008)”). 7 Lehman Brothers Holdings Inc., Annual Report for 2007 as of Nov. 30, 2007 (Form 10‐K) (filed on Jan. 29, 2008), at p. 5 (“LBHI 2007 10‐K”). 8 Doris “Tanta” Dungey, Calculated Risk, Alt‐A: The New Home of Subprime? http://www.calculatedriskblog.com (July 11, 2007) (last visited on Feb. 6, 2010) (stating that the term “Alt‐B” was “not universally popular in the industry” and “is not an attempt to describe a kind of subprime lending as much as it is a derogatory term for the worst kind of officially‐described ‘Alt‐A,’ rather like the term ‘liar loan’ is a derogatory term for the blander ‘no doc.’ If it has any clear definition, it generally refers to the lowest‐quality segment of the somewhat nebulous ‘Alt‐A’ world.”) 9 Dimitrios Kritikos, Lehman, Selected Trends from Aurora Risk Review February 2007 (Feb. 2, 2007) at p. 2 [LBEX‐DOCID 537846] (“The product mix of Aurora production has shifted substantially in the last 6 months from Alt‐A to Mortgage Maker (Alt‐B).”); Lehman, Product Definitions of Alt‐A, Mortgage Maker, and Subprime (Oct. 17, 2007), at p. 2 [LBEX‐DOCID 537902]. 4 Alvarez & Marsal Management consulting agency founded in 1983. Managers of the Lehman liquidation.10 American Institute of Certified Public Organization of certified public Accountants (“AICPA”)11 accountants (“CPAs”) that has been in existence since 1936.12 American International Group, Inc. Insurer. By the end of 2007 AIG had assets (“AIG”)13 of approximately $1 trillion, $110 billion in annual revenues, 74 million customers and 116,000 employees in 130 countries and jurisdictions. Yet, less than a year later, AIG found itself on the brink of failure and in need of emergency government assistance.14 APA See Asset Purchase Agreement. APB See Accounts Positions & Balances Database. Archstone‐Smith Operating Trust A Maryland real estate investment trust (“Archstone”)15 that Lehman acquired in October of 2007.16 10 Alvarez & Marsal Website, http://www.alvarezandmarsal.com/en/about/index.html (last visited Jan. 27, 2010); Order Granting Debtors’ Motion to Retain Alvarez & Marsal, Docket No. 2278, In re Lehman Bros. Holdings Inc., No. 08‐13555 (Bankr. S.D.N.Y. Dec. 17, 2008). 11 Examiner’s Report, at § III.A.4.i. 12 American Institute of Certified Public Accountants Website, http://www.aicpa.org/About+the+AICPA/Understanding+the+Organization/History+of+the+AICPA. html (last visited Jan. 27, 2010). 13 Examiner’s Report, at Introduction. 14 American International Group, Inc. Website, http://www.aigcorporate.com/aboutaig/index.html (last visited Feb. 2, 2010). 15 Examiner’s Report, at § III.A.1.a. 16 Archstone‐Smith Operating Trust (Form 8‐K) (filed Oct. 5, 2007), at p. 2. 5 Asset Backed Commercial Paper Commercial paper that is secured against (“ABCP”)17 assets held by a structured investment vehicle (usually longer‐term debt).18 ABCP is commercial paper that derives its value in part from underlying assets rather than solely from its issuer’s promise to pay.19 Asset‐Backed Security (“ABS”)20 A security whose value and income payments are derived from and collateralized (or ”backed”) by a specified pool of underlying assets.21 Asset‐Liability Committee (“ALCO”)22 Internal Lehman committee created “to manage the firm’s liquidity on a daily basis.”23 Asset Purchase Agreement (“APA”)24 The APA is an agreement between Barclays and Lehman for Barclays to acquire Lehman assets.25 Generally speaking, an APA is a contract for the sale and purchase of only the assets of a business and not the stock. In addition, only those liabilities specified in the agreement are transferred.26 17 Examiner’s Report, at § III.A.2.d. 18 Jonathan Law BA, The Oxford Dictionary of Finance and Banking 87 (4th ed. 2008). 19 Examiner’s Report, at § III.A.5.i. 20 Id. at § III.A.2.e. 21 Jonathan Law BA, The Oxford Dictionary of Finance and Banking 22 (4th ed. 2008). 22 Examiner’s Report, at § III.A.1.b. 23 Email from Ian T. Lowitt, Lehman, to Herbert H. McDade III, Lehman, et al.
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