As filed with the Securities and Exchange Commission on May 30, 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-21342 LEHMAN BROTHERS FIRST TRUST INCOME OPPORTUNITY FUND --------------------------------------------------- (Exact Name of the Registrant as Specified in Charter) 605 Third Avenue, 2nd Floor New York, New York 10158-0180 (Address of Principal Executive Offices - Zip Code) Registrant's telephone number, including area code: (212) 476-8800 Peter E. Sundman, Chief Executive Officer Lehman Brothers First Trust Income Opportunity Fund 605 Third Avenue, 2nd Floor New York, New York 10158-0180 Arthur Delibert, Esq. Kirkpatrick & Lockhart Preston Gates Ellis LLP 1601 K Street, N.W. Washington, D.C. 20006-1600 (Names and addresses of agents for service) Date of fiscal year end: December 31, 2007 Date of reporting period: March 31, 2008 Form N-Q is to be used by management investment companies, other than small business investment companies registered on Form N-5 (section 239.24 and 274.5 of this chapter), to file reports with the Commission not later than 60 days after the close of their first and third fiscal quarters, pursuant to rule 30b1-5 under the Investment Company Act of 1940 ("1940 Act") (17 CFR 270.30b1-5). The Commission may use the information provided on Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-Q, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-Q unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. {section} 3507. ITEM 1. SCHEDULE OF INVESTMENTS. MARCH 31, 2008 SCHEDULE OF INVESTMENTS Lehman Brothers First Trust Income Opportunity Fund --------------------------------------------------------------------------- (UNAUDITED) PRINCIPAL AMOUNT($) RATING MARKET VALUE($)(+) Moody's S&P CORPORATE DEBT SECURITIES (149.7%) AEROSPACE/DEFENSE (2.8%) 3,705,000 L-3 Communications Corp., Guaranteed Senior Unsecured Subordinated Notes, 7.63%, due 6/15/12 Ba3 BB+ 3,792,994 165,000 L-3 Communications Corp., Guaranteed Senior Unsecured Subordinated Notes, 6.13%, due 7/15/13 Ba3 BB+ 161,287 340,000 L-3 Communications Corp., Guaranteed Notes, Ser. B, 6.38%, due 10/15/15 Ba3 BB+ 332,350 --------- 4,286,631 AIRLINES (1.7%) 2,897,923 Continental Airlines, Inc., Pass-Through Certificates, 9.80%, due 4/1/21 Ba1 BB+ 2,637,110 APPAREL/TEXTILES (1.2%) 1,810,000 Levi Strauss & Co., Senior Unsubordinated Notes, 9.75%, due 1/15/15 B2 B+ 1,803,213 AUTO LOANS (6.2%) 265,000 Ford Motor Credit Co., Senior Unsecured Notes, 9.75%, due 9/15/10 B1 B 236,055 3,130,000 Ford Motor Credit Co., Senior Unsecured Notes, 7.38%, due 2/1/11 B1 B 2,609,985 1,940,000 Ford Motor Credit Co., Senior Unsecured Notes, 7.25%, due 10/25/11 B1 B 1,593,563 1,290,000 Ford Motor Credit Co., Senior Unsecured Notes, 7.80%, due 6/1/12 B1 B 1,064,087 5,265,000 General Motors Acceptance Corp., Senior Unsecured Notes, 6.88%, due 9/15/11 B1 B+ 4,029,641 --------- 9,533,331 AUTO PARTS & EQUIPMENT (0.8%) 1,002,000 Goodyear Tire & Rubber Co., Guaranteed Notes, 8.63%, due 12/1/11 Ba3 BB- 1,050,847 115,000 Goodyear Tire & Rubber Co., Senior Unsecured Notes, 9.00%, due 7/1/15 Ba3 BB- 121,613 --------- 1,172,460 BEVERAGE (1.8%) 1,970,000 Constellation Brands, Inc., Guaranteed Notes, 8.38%, due 12/15/14 Ba3 BB- 2,029,100 720,000 Constellation Brands, Inc., Guaranteed Notes, 7.25%, due 9/1/16 Ba3 BB- 700,200 --------- 2,729,300 CHEMICALS (4.3%) 1,680,000 Hexion US Finance Corp., Senior Secured Notes, 9.75%, due 11/15/14 B3 B 1,801,800 1,930,000 MacDermid, Inc., Senior Subordinated Notes, 9.50%, due 4/15/17 Caa1 CCC+ 1,727,350(n) 3,450,000 Momentive Performance Materials, Inc., Guaranteed Notes, 10.13%, due 12/1/14 B3 B 3,001,500(E) --------- 6,530,650 ELECTRIC - GENERATION (15.1%) 1,330,000 AES Corp., Senior Secured Notes, 8.75%, due 5/15/13 Ba3 BB+ 1,383,200(n) 510,000 AES Corp., Senior Unsecured Notes, 7.75%, due 10/15/15 B1 BB- 513,825 1,185,000 AES Corp., Senior Unsecured Notes, 8.00%, due 10/15/17 B1 BB- 1,199,813 See Notes to Schedule of Investments MARCH 31, 2008 SCHEDULE OF INVESTMENTS Lehman Brothers First Trust Income Opportunity Fund cont'd ---------------------------------------------------------------------------------- (UNAUDITED) PRINCIPAL AMOUNT($) RATING MARKET VALUE($)(+) Moody's S&P 5,415,000 Dynegy-Roseton Danskamme, Pass-Through Certificates, Ser. B, 7.67%, due 11/8/16 Ba3 B 5,425,180 5,130,000 Edison Mission Energy, Senior Unsecured Notes, 7.63%, due 5/15/27 B1 BB- 4,822,200 3,700,000 Mirant Americas Generation, Inc., Senior Unsecured Notes, 8.30%, due 5/1/11 B3 B- 3,774,000 2,515,000 Mirant Americas Generation, Inc., Senior Unsecured Notes, 8.50%, due 10/1/21 B3 B- 2,282,362 3,685,000 NRG Energy, Inc., Guaranteed Notes, 7.38%, due 2/1/16 B1 B 3,611,300 ---------- 23,011,880 ELECTRIC - INTEGRATED (8.4%) 2,595,000 Energy Future Holdings Corp., Guaranteed Notes, 10.88%, due 11/1/17 B3 B- 2,620,950(n) 10,420,000 Texas Competitive Electric Holdings Co. LLC, Guaranteed Notes, 10.50%, due 11/1/16 B3 CCC 10,211,600(n) ---------- 12,832,550 ELECTRONICS (4.2%) 1,640,000 Flextronics Int'l, Ltd., Senior Subordinated Notes, 6.25%, due 11/15/14 Ba2 BB- 1,508,800 2,470,000 Freescale Semiconductor, Inc., Guaranteed Notes, 9.13%, due 12/15/14 B2 B- 1,803,100 1,295,000 NXP BV Funding LLC, Guaranteed Floating Rate Notes, 7.01%, due 4/15/08 Ba3 BB- 1,068,375(u) 2,275,000 NXP BV Funding LLC, Guaranteed Notes, 7.88%, due 10/15/14 Ba3 BB- 2,081,625 --------- 6,461,900 ENERGY-EXPLORATION & PRODUCTION (5.5%) 3,905,000 Chesapeake Energy Corp., Guaranteed Notes, 7.50%, due 9/15/13 Ba3 BB 4,022,150 1,770,000 Chesapeake Energy Corp., Guaranteed Notes, 6.88%, due 1/15/16 Ba3 BB 1,752,300 1,350,000 Pioneer Natural Resources Co., Senior Unsecured Notes, 6.65%, due 3/15/17 Ba1 BB+ 1,277,764 1,310,000 Southwestern Energy Co., Senior Unsecured Notes, 7.50%, due 2/1/18 Ba2 BB+ 1,355,850(n) --------- 8,408,064 ENVIRONMENTAL (0.9%) 1,375,000 Allied Waste North America, Inc., Senior Secured Notes, Ser. B, 7.25%, due 3/15/15 B1 BB 1,373,281 FOOD & DRUG RETAILERS (1.3%) 1,175,000 Rite Aid Corp., Guaranteed Notes, 8.63%, due 3/1/15 Caa1 CCC+ 895,938 1,485,000 Rite Aid Corp., Guaranteed Notes, 9.50%, due 6/15/17 Caa1 CCC+ 1,165,725 --------- 2,061,663 GAMING (5.1%) 765,000 Chukchansi Economic Development Authority, Senior Unsecured Notes, 8.00%, due 11/15/13 B2 BB- 688,500(n) 1,025,000 Fontainebleau Las Vegas Holdings LLC, Second Mortgage, 10.25%, due 6/15/15 Caa1 CCC+ 722,625(n) 260,000 Harrah's Operating Co., Inc., Guaranteed Notes, 5.50%, due 7/1/10 Caa1 B- 227,500 1,781,000 Pokagon Gaming Authority, Senior Notes, 10.38%, due 6/15/14 B3 B 1,878,955(n) 2,105,000 San Pasqual Casino, Notes, 8.00%, due 9/15/13 B2 BB- 1,962,912(n) See Notes to Schedule of Investments MARCH 31, 2008 SCHEDULE OF INVESTMENTS Lehman Brothers First Trust Income Opportunity Fund cont'd ---------------------------------------------------------------------------------- (UNAUDITED) PRINCIPAL AMOUNT($) RATING MARKET VALUE($)(+) Moody's S&P 2,600,000 Shingle Springs Tribal Gaming Authority, Senior Notes, 9.38%, due 6/15/15 B3 B 2,301,000(n) --------- 7,781,492 GAS DISTRIBUTION (13.8%) 1,380,000 AmeriGas Partners L.P., Senior Notes, 7.13%, due 5/20/16 B1 1,352,400 2,315,000 El Paso Natural Gas Co., Senior Unsecured Notes, 8.38%, due 6/15/32 Baa3 BB 2,629,122 1,635,000 Ferrellgas Partners L.P., Senior Unsecured Notes, 8.75%, due 6/15/12 B2 B- 1,661,569 5,700,000 Kinder Morgan, Inc., Senior Unsecured Notes, 6.50%, due 9/1/12 Ba1 BB 5,779,709 2,285,000 Regency Energy Partners L.P., Guaranteed Notes, 8.38%, due 12/15/13 B1 B 2,330,700 810,000 Sabine Pass L.P., Senior Secured Notes, 7.25%, due 11/30/13 Ba3 BB 781,650 4,645,000 Sabine Pass L.P., Senior Secured Notes, 7.50%, due 11/30/16 Ba3 BB 4,482,425 2,025,000 Transcontinental Gas Pipe Line, Senior Unsecured Notes, 7.25%, due 12/1/26 Baa2 BBB- 2,075,625 ---------- 21,093,200 HEALTH SERVICES (17.8%) 3,230,000 HCA, Inc., Senior Secured Notes, 9.25%, due 11/15/16 B2 BB- 3,351,125 6,795,000 HCA, Inc., Senior Secured Notes, 9.63%, due 11/15/16 B2 BB- 7,049,813 3,220,000 LVB Acquisition Merger, Inc., Guaranteed Notes, 10.38%, due 10/15/17 B3 B- 3,340,750(n) 1,920,000 LVB Acquisition Merger, Inc., Guaranteed Notes, 11.63%, due 10/15/17 Caa1 B- 1,920,000(n) 2,373,881 NMH Holdings, Inc., Senior Unsecured Floating Rate Notes, 9.93%, due 6/15/08 Caa2 CCC+ 2,065,276(n)(u) 4,115,000 Service Corp. Int'l, Senior Unsecured Notes, 7.50%, due 4/1/27 B1 BB- 3,497,750 2,175,000 US Oncology, Inc., Guaranteed Notes, 9.00%, due 8/15/12 B2 B- 2,164,125 520,000 Ventas Realty L.P., Senior Notes, 6.63%, due 10/15/14 Ba1 BBB- 512,200 2,015,000 Ventas Realty L.P., Guaranteed Notes, 6.50%, due 6/1/16 Ba1 BBB- 1,944,475 1,310,000 Ventas Realty L.P., Guaranteed Notes, 6.75%, due 4/1/17 Ba1 BBB- 1,280,525 ---------- 27,126,039 HOTELS (0.8%) 1,215,000 Host Hotels & Resorts L.P., Senior Secured Notes, 7.13%, due 11/1/13 Ba1 BB 1,190,700 INVESTMENTS & MISC. FINANCIAL SERVICES (2.2%) 2,675,000 Cardtronics, Inc., Guaranteed Notes, 9.25%, due 8/15/13 Caa1 B- 2,514,500 910,000 Cardtronics, Inc., Senior Subordinated Notes, Ser. B, 9.25%, due 8/15/13 Caa1 B- 855,400(n) --------- 3,369,900 LEISURE (1.1%) 1,980,000 Royal Caribbean Cruises, Senior Unsecured Notes, 7.50%, due 10/15/27 Ba1 BB+ 1,679,836 See Notes to Schedule of Investments MARCH 31, 2008 SCHEDULE OF INVESTMENTS Lehman Brothers First Trust Income Opportunity Fund cont'd ---------------------------------------------------------------------------------- (UNAUDITED) PRINCIPAL AMOUNT($) RATING MARKET VALUE($)(+) Moody's S&P MEDIA - BROADCAST (4.9%) 4,270,000 CMP Susquehanna Corp., Guaranteed Notes, 9.88%, due 5/15/14 Caa1 CCC 2,946,300 3,415,000 LIN Television Corp., Guaranteed Notes, 6.50%, due 5/15/13 B1 B+ 3,167,412 675,000 LIN Television Corp., Guaranteed Notes, Ser. B, 6.50%, due 5/15/13 B1 B+ 626,063 1,140,000 Univision Communications, Inc., Guaranteed Notes, 9.75%, due 3/15/15 B3 CCC 689,700(n) --------- 7,429,475 MEDIA - CABLE (5.8%) 550,000 CCH I Holdings LLC, Senior Secured Notes, 11.00%, due 10/1/15 Caa2 CCC 382,250 4,310,000 DirecTV Holdings LLC, Guaranteed Notes, 8.38%, due 3/15/13 Ba3 BB- 4,369,262 1,880,000 EchoStar DBS Corp., Guaranteed Notes, 6.38%, due 10/1/11 Ba3 BB- 1,804,800 185,000 EchoStar DBS Corp., Guaranteed Notes, 7.00%, due 10/1/13 Ba3 BB- 174,363 2,495,000 Mediacom Broadband LLC, Senior Unsecured Notes, 8.50%, due 10/15/15 B3 B- 2,095,800 --------- 8,826,475 MEDIA - SERVICES (2.4%) 1,215,000 Lamar Media Corp., Guaranteed Notes, 7.25%, due 1/1/13 Ba3 BB- 1,154,250 2,170,000 WMG Acquisition Corp., Senior Subordinated Notes, 7.38%, due 4/15/14 B3 B 1,670,900 1,750,000 WMG Holdings Corp., Guaranteed Notes, Step-Up, 0.00%/9.50%, -%, due 12/15/14 B3 B 910,000(^^) --------- 3,735,150 METALS/MINING EXCLUDING STEEL (6.4%) 1,670,000 Aleris Int'l, Inc., Guaranteed Notes, 9.00%, due 12/15/14 B3 B- 1,219,100 2,065,000 Arch Western Finance Corp., Senior Secured Notes, 6.75%, due 7/1/13 B1 BB- 2,059,838 520,000 Freeport-McMoRan Copper & Gold, Senior Unsecured Notes, 8.39%, due 4/1/08 Ba2 BBB- 510,900(u) 425,000 Freeport-McMoRan Copper & Gold, Senior Unsecured Notes, 8.25%, due 4/1/15 Ba2 BBB- 448,375 1,500,000 Freeport-McMoRan Copper & Gold, Senior Unsecured Notes, 8.38%, due 4/1/17 Ba2 BBB- 1,591,875 3,995,000 Massey Energy Co., Guaranteed Notes, 6.88%, due 12/15/13 B2 B+ 3,865,162 --------- 9,695,250 NON-FOOD & DRUG RETAILERS (0.4%) 745,000 Blockbuster, Inc., Guaranteed Notes, 9.00%, due 9/1/12 Caa2 CCC 607,175 PACKAGING (5.2%) 5,030,000 Ball Corp., Guaranteed Unsecured Notes, 6.88%, due 12/15/12 Ba1 BB+ 5,118,025 1,260,000 Crown Americas LLC, Guaranteed Notes, 7.75%, due 11/15/15 B1 B 1,294,650 1,830,000 Graham Packaging Co., Inc., Guaranteed Notes, 9.88%, due 10/15/14 Caa1 CCC+ 1,537,200 --------- 7,949,875 See Notes to Schedule of Investments MARCH 31, 2008 SCHEDULE OF INVESTMENTS Lehman Brothers First Trust Income Opportunity Fund cont'd ---------------------------------------------------------------------------------- (UNAUDITED) PRINCIPAL AMOUNT($) RATING MARKET VALUE($)(+) Moody's S&P PRINTING & PUBLISHING (3.1%) 2,335,000 Dex Media West LLC, Senior Subordinated Notes, Ser. B, 9.88%, due 8/15/13 B1 BB- 2,031,450 905,000 Idearc, Inc., Guaranteed Notes, 8.00%, due 11/15/16 B3 BB- 585,988 855,000 R.H. Donnelley Corp., Senior Unsecured Notes, 6.88%, due 1/15/13 B3 B 521,550 2,335,000 Reader's Digest Association, Inc., Senior Subordinated Notes, 9.00%, due 2/15/17 Caa1 CCC 1,558,612(n) --------- 4,697,600 RAILROADS (1.3%) 1,880,000 TFM SA de C.V., Senior Unsubordinated Notes, 9.38%, due 5/1/12 B2 1,941,100 REAL ESTATE DEV. & MGT. (2.0%) 1,820,000 American Real Estate Partners L.P., Senior Unsecured Notes, 8.13%, due 6/1/12 Ba3 BBB- 1,774,500 1,470,000 American Real Estate Partners L.P., Guaranteed Notes, 7.13%, due 2/15/13 Ba3 BBB- 1,334,025 --------- 3,108,525 RESTAURANTS (0.9%) 1,435,000 NPC Int'l, Inc., Guaranteed Notes, 9.50%, due 5/1/14 Caa1 B- 1,298,675 SOFTWARE/SERVICES (3.9%) 3,955,000 First Data Corp., Guaranteed Notes, 9.88%, due 9/24/15 B3 B 3,252,988(n) 2,635,000 Sungard Data Systems, Inc., Guaranteed Notes, 10.25%, due 8/15/15 Caa1 B- 2,648,175 --------- 5,901,163 STEEL PRODUCERS/PRODUCTS (2.8%) 1,620,000 Metals U.S.A. Holdings Corp., Senior Unsecured Floating Rate Notes, 10.83%, due 4/1/08 Caa1 CCC 1,206,900(u) 1,365,000 Steel Dynamics, Inc., Senior Notes, 7.38%, due 11/1/12 Ba2 BB+ 1,378,650(n) 2,005,000 Tube City IMS Corp., Guaranteed Notes, 9.75%, due 2/1/15 B3 B- 1,764,400 --------- 4,349,950 SUPPORT - SERVICES (1.6%) 2,600,000 Knowledge Learning Corp., Inc., Guaranteed Notes, 7.75%, due 2/1/15 B2 B 2,431,000(n) TELECOM - INTEGRATED/SERVICES (10.8%) 1,440,000 Dycom Industries, Inc., Guaranteed Notes, 8.13%, due 10/15/15 Ba3 BB- 1,353,600 2,200,000 Intelsat Bermuda Ltd., Guaranteed Notes, 9.25%, due 6/15/16 B3 BB- 2,216,500 2,225,000 Intelsat Subsidiary Holdings Co. Ltd., Guaranteed Notes, 8.25%, due 1/15/13 B3 BB- 2,241,687 395,000 Intelsat Subsidiary Holdings Co. Ltd., Guaranteed Notes, 8.63%, due 1/15/15 B3 BB- 397,963 3,215,000 Nextel Communications, Inc., Guaranteed Notes, Ser. E, 6.88%, due 10/31/13 Baa3 BBB- 2,539,850 2,520,000 Nordic Telephone Co. Holdings, Senior Secured Notes, 8.88%, due 5/1/16 B2 B 2,444,400(n) 2,960,000 Qwest Corp., Senior Unsecured Notes, 8.88%, due 3/15/12 Ba1 BBB- 3,019,200 See Notes to Schedule of Investments MARCH 31, 2008 SCHEDULE OF INVESTMENTS Lehman Brothers First Trust Income Opportunity Fund cont'd ---------------------------------------------------------------------------------- (UNAUDITED) PRINCIPAL AMOUNT($) RATING MARKET VALUE($)(+) Moody's S&P 600,000 Qwest Corp., Senior Unsecured Notes, 7.50%, due 10/1/14 Ba1 BBB- 585,000 1,230,000 Sprint Capital Corp., Guaranteed Notes, 6.88%, due 11/15/28 Baa3 BBB- 916,350 760,000 Windstream Corp., Guaranteed Notes, 8.63%, due 8/1/16 Ba3 BB 746,700 ---------- 16,461,250 THEATERS & ENTERTAINMENT (1.3%) 1,960,000 AMC Entertainment, Inc., Guaranteed Notes, Ser. B, 8.63%, due 8/15/12 Ba3 B- 1,979,600 TRANSPORTATION EXCLUDING AIR/RAIL (1.9%) 1,080,000 ERAC USA Finance Co., Guaranteed Notes, 6.38%, due 10/15/17 Baa2 BBB 964,964(n) 2,420,000 ERAC USA Finance Co., Guaranteed Notes, 7.00%, due 10/15/37 Baa2 BBB 1,989,409(n) 2,954,373 ----------- TOTAL CORPORATE DEBT SECURITIES (COST $238,183,346) 228,449,836 NUMBER OF SHARES SHORT-TERM INVESTMENTS (6.9%) 10,096,794 Neuberger Berman Prime Money Fund Trust Class 10,096,794(#)(OO)(@) 448,611 Neuberger Berman Securities Lending Quality Fund, LLC 444,125(++) TOTAL SHORT-TERM INVESTMENTS (COST $10,553,114) 10,540,919 TOTAL INVESTMENTS (156.6%) (COST $248,736,460) 238,990,755(##) Cash, receivables and other assets, less liabilities (2.4%) 3,658,637(@@) Money Market Cumulative Preferred Shares [(59.0%)] (90,000,000) ------------ TOTAL NET ASSETS (100.0%) $152,649,392 See Notes to Schedule of Investments MARCH 31, 2008 (UNAUDITED) NOTES TO SCHEDULE OF INVESTMENTS (+) Investments in debt securities by Lehman Brothers First Trust Income Opportunity Fund (the "Fund") are valued daily by obtaining valuations from independent pricing services based on readily available bid quotations, or if quotations are not available, by methods which include considerations such as: yields or prices of securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market conditions. If a valuation is not available from an independent pricing service, the Fund seeks to obtain quotations from principal market makers. If market quotations are not readily available, securities are valued by methods the Board of Trustees of the Fund (the "Board") has approved on the belief that they reflect fair value. Numerous factors may be considered when determining the fair value of a security, including available analyst, media or other reports, trading in futures or ADRs and whether the issuer of the security being fair valued has other securities outstanding. Fair value prices are necessarily estimates, and there is no assurance that such a price will be at or close to the price at which the security is next quoted or next trades. Securities with remaining maturities of 60 days or less are valued at amortized cost. This method involves valuing a portfolio security initially at its cost and thereafter assumes a constant amortization to maturity of any discount of premium. (#) At cost, which approximates market value. (##) At March 31, 2008, the cost of investments for U.S. federal income tax purposes was $249,613,717. Gross unrealized appreciation of investments was $1,866,363 and gross unrealized depreciation of investments was $12,489,325, resulting in net unrealized depreciation of $10,622,962, based on cost for U.S. federal income tax purposes. (++) Managed by an affiliate of Neuberger Berman Management Inc. and could be deemed an affiliate of the Fund (@) Neuberger Berman Prime Money Fund ("Prime Money") is also managed by Neuberger Berman Management Inc. and may be considered an affiliate since it has the same officers, Board members, and investment manager as the Fund and because, at times, the Fund may own 5% or more of the outstanding voting securities of Prime Money. (n) Restricted security subject to restrictions on resale under federal securities laws. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended, and have been deemed by the investment manager to be liquid. At March 31, 2008, these securities amounted to approximately $47,744,091 or 31.3% of net assets applicable to common shareholders. (^^) Denotes a step-up bond: a zero coupon bond that converts to a fixed rate of interest at a designated future date. (u) Floating rate securities are securities whose yields vary with a designated market index or market rate. These securities are shown at their current rates as of March 31, 2008. (E) All or a portion of this security is on loan. (OO) All or a portion of this security is segregated in connection with obligations for interest rate swap contracts and/or security lending. (@@) At March 31, 2008, the Fund had outstanding interest rate swap contracts as follows: RATE TYPE ------------------------ VARIABLE- SWAP FIXED-RATE RATE ACCRUED NET COUNTER NOTIONAL TERMINATION PAYMENTS PAYMENTS INTEREST UNREALIZED PARTY AMOUNT DATE MADE BY THE RECEIVED BY RECEIVABLE APPRECIATION TOTAL FUND THE FUND(1) (PAYABLE) (DEPRECIATION) FAIR VALUE Citibank, N.A. $45,000,000 January 28, 2011 2.92% 2.6775% $(1,213) $(351,315) $(352,528) (1) 30 day LIBOR (London Interbank Offered Rate) at March 26, 2008. The Fund adopted Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards No. 157, Fair Value Measurements ("FAS 157"), effective January 1, 2008. In accordance with FAS 157, "fair value" is defined as the price that the Fund would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment. Various inputs are used in determining the value of the Fund's investments. FAS 157 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below. o Level 1 - quoted prices in active markets for identical investments o Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) o Level 3 - significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments) The inputs or methodology used for valuing an investment are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Fund's investments as of March 31, 2008: OTHER INVESTMENTS IN FINANCIAL VALUATION INPUTS SECURITIES INSTRUMENTS* Level 1 - Quoted Prices $ 10,540,919 $- Level 2 - Other Significant Observable Inputs 225,812,726 (351,315) Level 3 - Significant Unobservable Inputs 2,637,110 - -------------------------------- TOTAL $ 238,990,755 $(351,315) -------------------------------- *Other financial instruments include swap contracts. Following is a reconciliation between the beginning and ending balances of investments in which significant unobservable inputs (Level 3) were used in determining value: OTHER INVESTMENTS FINANCIAL IN SECURITIES INSTRUMENTS Balance as OF 12/31/07 $ 2,971,504 $- Accrued discounts/premiums - - Realized gain/loss and change in unrealized appreciation/depreciation (304,727) -* Net purchases/sales (29,667) - Net transfers in and/or out of Level 3 - - ------------------------------ BALANCE, AS OF 03/31/08 $ 2,637,110 $- ------------------------------ Net change in unrealized appreciation/depreciation from investments still held as of 03/31/08 $ (301,635) $- *The realized gain/loss earned during the period ended March 31, 2008 for other financial instruments was $0. In March 2008, FASB issued Statement of Financial Accounting Standards No. 161, "Disclosures about Derivative Instruments and Hedging Activities" ("SFAS 161"). SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. SFAS 161 requires enhanced disclosures about funds' derivative and hedging activities. Management is currently evaluating the impact the adoption of SFAS 161 will have on the Fund's financial statement disclosures. For information on the Fund's significant accounting policies, please refer to the Fund's most recent financial statements. ITEM 2. CONTROLS AND PROCEDURES. (a) Based on an evaluation of the disclosure controls and procedures (as defined in rule 30a-3(c) under the 1940 Act) as of a date within 90 days of the filing date of this document, the Chief Executive Officer and Treasurer and Principal Financial and Accounting Officer of the Registrant have concluded that such disclosure controls and procedures are effectively designed to ensure that information required to be disclosed by the Registrant on Form N-CSR and Form N-Q is accumulated and communicated to the Registrant's management to allow timely decisions regarding required disclosure. (b) There were no significant changes in the Registrant's internal controls over financial reporting (as defined in rule 30a-3(d) under the 1940 Act) that occurred during the Registrant's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting. ITEM 3. EXHIBITS. The certifications required by Rule 30a-2(a) of the 1940 Act are filed herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Lehman Brothers First Trust Income Opportunity Fund By: /s/ Peter E. Sundman ------------------------- Peter E. Sundman Chief Executive Officer Date: May 27, 2008 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By: /s/ Peter E. Sundman ------------------------ Peter E. Sundman Chief Executive Officer Date: May 27, 2008 By: /s/ John M. McGovern ------------------------ John M. McGovern Treasurer and Principal Financial and Accounting Officer Date: May 27, 2008