Attached files
file | filename |
---|---|
8-K - FORM 8-K - Mr. Cooper Group Inc. | mm07-2810_8k.htm |
EXHIBIT
99.1
UNITED
STATES BANKRUPTCY COURT
DISTRICT
OF DELAWARE
In
re Washington Mutual, Inc., et al.
|
Case
No. 08-12229 (MFW)
|
Reporting
Period: 06-01-10 to 06-30-10
|
|
MONTHLY
OPERATING REPORT
REQUIRED
DOCUMENTS
|
Form
No.
|
Document
Attached
|
Explanation
Attached
|
Schedule
of Cash Receipts and Disbursements
|
MOR-1
|
Yes
|
|
Bank
Reconciliation (or copies of Debtors’ bank
reconciliations)
|
MOR-1a
|
Refer
to attached stmt
|
|
Schedule
of Professional Fees Paid
|
MOR-1b
|
Yes
|
|
Copies
of bank statements
|
MOR-1c
|
Refer
to attached stmt
|
|
Cash
disbursements journals
|
n/a
|
Refer
to MOR 1 for summary of all disbursements.
|
|
Statement
of Operations
|
MOR-2
|
Yes
|
See
attached notes
|
Balance
Sheet
|
MOR-3
|
Yes
|
See
attached notes
|
Status
of Post petition Taxes
|
MOR-4
|
Yes
|
|
Copies
of IRS Form 6123 or payment receipt
|
n/a
|
Payroll
services outsourced including remission of taxes
|
|
Copies
of tax returns filed during reporting period
|
n/a
|
See
listing of filings
|
|
Summary
of Unpaid Post petition Debts
|
MOR-4
|
n/a
|
Detail
on face of balance sheet.
|
Listing
of aged accounts payable
|
MOR-4
|
Yes
|
|
Accounts
Receivable Reconciliation and Aging
|
MOR-5
|
n/a
|
No
trade receivables
|
Debtor
Questionnaire
|
MOR-5
|
Yes
|
I declare
under penalty of perjury (28 U.S.C. Section 1746) that this report and the
documents attached are true and correct to the best of my knowledge and
belief.
/s/
John Maciel
|
July
28, 2010
|
|
Signature
of Authorized Individual*
|
Date
|
|
John
Maciel
|
Chief
Financial Officer
|
|
Printed
Name of Authorized Individual
|
Title
of Authorized Individual
|
|
*Authorized individual must be an
officer, director or shareholder if debtor is a corporation; a partner if debtor
is a partnership; a manager or member if debtor is a limited liability
company.
In
re Washington Mutual, Inc., et al
Case
No. 08-12229 (MFW)
|
DISCLAIMER
Washington
Mutual, Inc. (“WMI”) and WMI Investment Corp. (together, the “Debtors”) caution
investors and potential investors in WMI not to place undue reliance upon the
information contained in this Monthly Operating Report, which was not prepared
for the purpose of providing the basis for an investment decision relating to
any of the securities of WMI. The Monthly Operating Report is limited in scope,
covers a limited time period, and has been prepared solely for the purpose of
complying with the monthly operating guidelines as described in the Chapter 11
Trustee Handbook, United States Department of Justice, May 2004 in accordance
with 28 U.S.C §586(a)(3). The Monthly Operating Report was not audited or
reviewed by independent accountants; does not purport to present the financial
statements of WMI in accordance with generally accepted accounting principles;
does not purport to present the market value of WMI’s assets and liabilities or
the recoverability of WMI’s assets; is in a format prescribed by applicable
bankruptcy laws; and is subject to future adjustment and reconciliation. There
can be no assurance that, from the perspective of an investor or potential
investor in WMI’s securities, the Monthly Operating Report is complete. Results
set forth in the Monthly Operating Report should not be viewed as indicative of
future results. This disclaimer applies to all information contained
herein.
On
September 26, 2008 (the “Petition Date”), the Debtors each commenced voluntary
cases under chapter 11 of title 11 of the United States Code with the United
States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).
Prior to the Petition Date, on September 25, 2008, the Director of the Office of
Thrift Supervision, appointed the Federal Deposit Insurance Corporation (the
“FDIC”) as receiver for Washington Mutual Bank (“WMB”) and advised that the
receiver was immediately taking possession of WMB’s assets. Immediately after
its appointment as receiver, the FDIC sold substantially all the assets of WMB,
including the stock of Washington Mutual Bank fsb, to JPMorgan Chase Bank,
National Association (“JPMorgan”) pursuant to that certain Purchase and
Assumption Agreement, Whole Bank, dated as of September 25, 2008 (the
“Sale”).
Prior to
the Petition Date, WMI and WMB jointly maintained their respective financial
records. As a result of the Sale, many of the Debtors’ books and records were
seized by the FDIC and transferred to the custody of JPMorgan. Accordingly, the
Debtors are not in control of certain information relating to their operations
and financial affairs, including, but not limited to, certain accounting
information. In addition, as of the date of the Sale, substantially all of WMB’s
employees became employees of JPMorgan. Accordingly, this Monthly Operating
Report was prepared, in part, based upon the information and work product and/or
representations made available to the Debtors and their professionals by
representatives of WMB and JPMorgan.
Results
represented in this Monthly Operating Report are consistent with WMI’s
accounting practices as of the Petition Date. However, records of prepetition
assets and liabilities, including, among other things, liabilities owed by WMI
to WMB and its affiliates are likely to be adjusted. Further, claims have been
filed against the Debtors in their chapter 11 cases that are not currently
recorded on WMI’s books that, if allowed, would change the reported balances for
pre-petition liabilities. The Debtors reserve all rights to amend the results
represented in this Monthly Operating Report.
Washington
Mutual, Inc., et al.
|
|
June
2010 Monthly Operating Report -- UNAUDITED
|
Case
No. 08-12229 (MFW)
|
MOR
1 -- Schedule of Cash Receipts and Disbursements
|
Washington
Mutual, Inc.
|
WMI
Investment Corp.
|
||||||||||
Account
|
Deposit
|
Deposit
|
Deposit
|
Deposit
|
Money
Market
|
General
|
Deposit
|
General
|
|||
Bank
|
WMB/JPM
|
WMB/JPM
|
WMB/JPM
|
WMB/JPM
|
Bank
of America
|
Bank
of America
|
WMB/JPM
|
Bank
of America
|
|||
Bank
Account
|
xxx0667
|
xxx4234
|
xxx9626
|
xxx9663
|
xxx0658
|
xxx4228
|
WMI
|
xxx4704
|
xxx4231
|
WMI
Inv Corp
|
Combined
|
GL
Account
|
70
/10450
|
70 /
10441
|
70 /
10451
|
70 /
10452
|
70 /
12510
|
70
/10305
|
Total
|
467
/ 10450
|
467
/ 10305
|
Total
|
Total
|
Opening
Balance - 05/31/2010
|
262,035,508
|
3,677,876,231
|
4,660
|
749,789
|
4,951,348
|
4,874,780
|
3,950,492,316
|
53,631,130
|
52,785
|
53,683,915
|
4,004,176,231
|
Receipts
|
|||||||||||
Interest
& investment returns
|
40,047
|
562,090
|
-
|
115
|
2,682
|
235,617
|
840,550
|
8,197
|
148,912
|
157,109
|
997,658
|
Tax
refunds
|
23,903
|
23,903
|
-
|
23,903
|
|||||||
Reimbursements/distributions
from subs
|
-
|
-
|
-
|
-
|
|||||||
Sales
of assets/securities
|
-
|
-
|
-
|
-
|
|||||||
Other
miscellaneous receipts
|
4,964
|
4,964
|
-
|
4,964
|
|||||||
Total
Receipts
|
40,047
|
562,090
|
-
|
115
|
2,682
|
264,484
|
869,417
|
8,197
|
148,912
|
157,109
|
1,026,526
|
Transfers
|
|||||||||||
Sweep
to/(from) Money Market account
|
(4,000,000)
|
4,000,000
|
-
|
-
|
-
|
-
|
|||||
Transfer
(to)/from Wells Managed Account
|
23,000,000
|
2,000,000
|
25,000,000
|
-
|
-
|
25,000,000
|
|||||
Total
Transfers
|
-
|
-
|
-
|
-
|
19,000,000
|
6,000,000
|
25,000,000
|
-
|
-
|
-
|
25,000,000
|
Disbursements
|
|||||||||||
Salaries
and benefits
|
294,428
|
294,428
|
-
|
-
|
-
|
294,428
|
|||||
Travel
and other expenses
|
15,191
|
15,191
|
-
|
-
|
-
|
15,191
|
|||||
Occupancy
and supplies
|
109,978
|
109,978
|
-
|
-
|
-
|
109,978
|
|||||
Professional
fees
|
6,988,261
|
6,988,261
|
-
|
-
|
-
|
6,988,261
|
|||||
Other
outside services
|
624,929
|
624,929
|
-
|
-
|
-
|
624,929
|
|||||
Bank
fees
|
21,579
|
21,579
|
-
|
-
|
-
|
21,579
|
|||||
US
Trustee quarterly Fees
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||
Directors
fees
|
60,000
|
60,000
|
-
|
-
|
-
|
60,000
|
|||||
Taxes
paid
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||
Total
Disbursements
|
-
|
-
|
-
|
-
|
8,114,365
|
8,114,365
|
-
|
-
|
-
|
8,114,365
|
|
Net
Cash Flow
|
40,047
|
562,090
|
-
|
115
|
19,002,682
|
(1,849,881)
|
17,755,052
|
8,197
|
148,912
|
157,109
|
17,912,160
|
Cash
- End of Month
|
262,075,555
|
3,678,438,321
|
4,660
|
749,904
|
23,954,030
|
3,024,899
|
3,968,247,368
|
53,639,327
|
201,697
|
53,841,024
|
4,022,088,391
|
GL
Balance
|
262,075,555
|
3,678,438,321
|
4,660
|
749,904
|
23,954,030
|
3,024,899
|
3,968,247,368
|
53,639,327
|
201,697
|
53,841,023
|
4,022,088,391
|
Net
value - short-term securities
|
588,371,469
|
221,719,412
|
810,090,882
|
||||||||
Total
Cash & Cash Equivalents
|
4,556,618,837
|
275,560,435
|
4,832,179,273
|
In
re Washington Mutual, Inc., et al
Case
No. 08-12229 (MFW)
|
MOR 1a and MOR 1c -- Cash
Bank
Reconciliations
The
above-captioned debtors (the "Debtors") hereby submit this attestation regarding
bank account reconciliations in lieu of providing copies of bank statements and
copies of all account reconciliations.
I attest
that each of the Debtors’ bank accounts is reconciled to monthly bank statements
except those certain accounts ending in 0667, 9626, 9663 and 4704 (the “Excluded
Accounts”). The Debtors’ standard practice is to ensure that each bank account
is reconciled to monthly bank statements for each calendar month 30 days after
month end.
In May
2009, JPMorgan started transitioning bank accounts from the WMB deposit platform
to the JPMorgan deposit platform. Since the transition, JPMorgan has only
provided the Debtors with bank account statements for certain months. The
Debtors have not received bank statements for the period covered by this MOR for
the Excluded Accounts. Therefore, the Debtors are unable to reconcile
information related to the Excluded Accounts against a related bank statement.
The Debtors have continued to record interest income on the accounts consistent
with prior practice and based on an existing agreement with
JPMorgan.
/s/John
Maciel
|
|
John
Maciel
|
|
Chief
Financial Officer
|
|
Washington
Mutual, Inc.
|
Case
No. 08-12229 (MFW)
|
|
Washington Mutual, Inc., et
al
|
|
MOR-1B:
Schedule of Professional Fees Paid
|
|
Month
Ended June 30, 2010
|
Washington
Mutual, Inc.
Check
|
Amount
Paid - Jun'10
|
Amount
Paid CTD
|
||||||||||||||||||||
Payee
|
Period
Covered
|
Number
|
Date
|
Fees
|
Expense
|
Fees
|
Expense
|
|||||||||||||||
Akin,
Gump, Strauss, Hauer & Feld LLP
|
04/01/10
- 04/30/10
|
Wire
|
06/24/10
|
$ | 483,823.20 | $ | 30,264.87 | $ | 11,619,884.43 | $ | 353,239.39 | |||||||||||
Alvarez
& Marsal
|
05/01/10
- 05/31/10
|
Wire
|
06/17/10
|
1,818,169.50 | 73,725.12 | 39,768,359.74 | 1,889,364.12 | |||||||||||||||
Ashby
& Geddes, P.A.
|
04/01/10
- 04/30/10
|
Wire
|
06/24/10
|
57,536.80 | 9,908.59 | 86,396.40 | 13,730.39 | |||||||||||||||
Blackstone
Advisory Partners LLP
|
04/09/10
- 05/31/10
|
Wire
|
06/17/10
|
850,000.00 | - | 1,350,000.00 | - | |||||||||||||||
CONSOR
Intellectual Asset Management
|
- | - | 255,318.00 | 3,249.00 | ||||||||||||||||||
CP
Energy Group, LLC
|
- | - | 91,347.88 | 159.47 | ||||||||||||||||||
Davis
Wright Tremaine LLP
|
- | - | 681,936.90 | 24,510.45 | ||||||||||||||||||
Elliott
Greenleaf
|
02/01/10
- 03/31/10
|
2580, 2606 |
06/10/10,
06/25/10
|
47,591.20 | 10,571.09 | 627,508.45 | 43,327.54 | |||||||||||||||
FTI
Consulting, Inc.
|
04/01/10
- 04/30/10
|
Wire
|
06/24/10
|
114,743.20 | 216.70 | 4,823,393.50 | 37,042.98 | |||||||||||||||
Gibson,
Dunn & Crutcher LLP
|
- | - | 680,607.25 | 12,423.11 | ||||||||||||||||||
Grant
Thornton
|
- | - | 427,981.00 | 36,836.68 | ||||||||||||||||||
Joele
Frank, Wilkinson Brimmer Katcher
|
05/01/10
- 05/31/10
|
2582 |
06/10/10
|
11,518.13 | 2,513.78 | 176,053.76 | 16,610.72 | |||||||||||||||
John
W. Wolfe, P.S.
|
04/01/10
- 04/30/10
|
Wire
|
06/24/10
|
182,991.20 | 2,306.93 | 1,902,632.70 | 4,898.56 | |||||||||||||||
Kurtzman
Carson Consultants LLC
|
05/01/10
- 05/31/10
|
Wire
|
06/17/10
|
142,964.54 | 427,128.67 | 1,833,555.61 | 840,752.70 | |||||||||||||||
McKee
Nelson LLP / Bingham McCutchen LLP
|
- | - | 2,434,593.43 | 203,648.74 | ||||||||||||||||||
Miller
& Chevalier Chartered
|
03/01/10
- 03/31/10
|
Wire
|
06/10/10
|
83,158.00 | 207.52 | 544,004.96 | 1,292.39 | |||||||||||||||
Milliman
|
- | - | 29,697.49 | - | ||||||||||||||||||
Pepper
Hamilton LLP
|
02/01/10
- 02/28/10
|
Wire
|
06/24/10
|
31,056.40 | 3,828.20 | 1,967,455.93 | 98,972.90 | |||||||||||||||
Perkins
Coie LLP
|
02/01/10
- 02/28/10
|
Wire
|
06/10/10
|
32,656.80 | 1,702.62 | 1,622,494.34 | 73,519.38 | |||||||||||||||
PricewaterhouseCoopers
LLP
|
02/01/10
- 03/31/10
|
2586 |
06/10/10
|
4,064.80 | - | 2,065,893.80 | 184,532.35 | |||||||||||||||
Quinn
Emanuel Urquhart Oliver & Hedges
|
- | - | 8,498,134.90 | 262,142.54 | ||||||||||||||||||
Richards,
Layton & Finger P.A.
|
- | - | 522,334.60 | 58,569.69 | ||||||||||||||||||
Shearman
& Sterling LLP
|
04/01/10
- 04/30/10
|
2600 |
06/17/10
|
15,534.00 | - | 1,005,357.56 | 18,919.55 | |||||||||||||||
Silverstein
& Pomerantz, LLP
|
- | - | 14,826.00 | 77.53 | ||||||||||||||||||
Simpson
Thacher & Bartlett LLP
|
- | - | 459,603.85 | 11,045.33 | ||||||||||||||||||
Towers
Watson Pennsylvania Inc.
|
- | - | 354,901.43 | - | ||||||||||||||||||
Venable
LLP
|
01/11/10
- 04/30/10
|
Wire
|
06/24/10
|
512,608.96 | 34,992.10 | 697,082.92 | 34,992.10 | |||||||||||||||
Weil,
Gotshal & Manges LLP
|
01/01/10
- 02/28/10
|
Wire
|
06/10/10
|
1,911,943.40 | 90,534.86 | 20,851,269.30 | 546,684.16 | |||||||||||||||
Total
|
$ | 6,300,360.13 | $ | 687,901.05 | $ | 105,392,626.13 | $ | 4,770,541.77 |
WMI Investment
Corp.
Check
|
Amount
Paid - Jun'10
|
Amount
Paid CTD
|
||||||||||||||||||||
Payee
|
Period
Covered
|
Number
|
Date
|
Fees
|
Expense
|
Fees
|
Expense
|
|||||||||||||||
CP
Energy Group, LLC
|
- | - | 22,000.00 | 42.77 | ||||||||||||||||||
Goldman,
Sachs & Co.
|
- | - | 300,000.00 | - | ||||||||||||||||||
Total
|
$ | - | $ | - | $ | 322,000.00 | $ | 42.77 |
Washington
Mutual, Inc., et al.
|
Case
No. 08-12229 (MFW)
|
June
2010 Monthly Operating Report -- UNAUDITED
|
|
MOR 2 Statement of
Operations for the period 06/1/10 to 06/30/10
|
Washington
Mutual, Inc.
|
WMI
Investment Corp.
|
|||||||||
June
2010
|
Cumulative
to Date
|
June
2010
|
Cumulative
to Date
|
|||||||
Revenues:
|
||||||||||
Interest
income:
|
||||||||||
Cash
equivalents
|
742,648
|
15,859,937
|
41,073
|
834,610
|
||||||
Securities
|
236,193
|
5,451,433
|
-
|
2,976,201
|
||||||
Notes
receivable - intercompany
|
48,480
|
1,404,892
|
-
|
1
|
||||||
Other
|
155
|
1,031,571
|
-
|
-
|
||||||
Total
interest income
|
1,027,476
|
23,747,833
|
41,073
|
3,810,813
|
||||||
Earnings
(losses) from subsidiaries and other
|
||||||||||
equity
investments
|
(681,556)
|
(178,493,446)
|
(41,563)
|
(5,579,278)
|
||||||
Gains
(losses) from securities / investments
|
5,072
|
(10,048,751)
|
1,538
|
(112,258,830)
|
||||||
Other
income
|
130,065
|
3,920,577
|
-
|
(0)
|
||||||
Total
revenues
|
481,056
|
(160,873,787)
|
1,047
|
(114,027,296)
|
||||||
Operating
expenses:
|
||||||||||
Compensation
and benefits
|
419,989
|
9,093,801
|
-
|
-
|
||||||
Occupancy
and equipment
|
78,017
|
1,889,852
|
-
|
-
|
||||||
Professional
fees
|
748,004
|
12,671,141
|
-
|
148
|
||||||
Loss
/ (Income) from BOLI/COLI policies
|
(108,364)
|
(7,877,261)
|
-
|
-
|
||||||
Management
fees / Transition services Insurance
|
187,500
|
16,479,204
|
-
|
-
|
||||||
Other
|
115,136
|
2,975,506
|
14,036
|
523,662
|
||||||
Total
operating expenses
|
1,440,282
|
37,532,258
|
14,036
|
523,811
|
||||||
Net
profit (loss) before other income and expenses
|
(959,226)
|
(198,406,044)
|
(12,989)
|
(114,551,107)
|
||||||
Other
income and expenses:
|
||||||||||
Interest
expense:
|
||||||||||
Notes
payable - intercompany
|
-
|
-
|
-
|
-
|
||||||
Borrowings
|
-
|
-
|
-
|
-
|
||||||
Total
interest expense
|
-
|
-
|
-
|
-
|
||||||
Other
expense / (income)
|
-
|
(55,028,000)
|
-
|
-
|
||||||
Net
profit (loss) before reorganization items
|
(959,226)
|
(143,378,044)
|
(12,989)
|
(114,551,107)
|
||||||
Reorganization
items:
|
||||||||||
Professional
fees
|
7,812,941
|
120,205,646
|
-
|
322,043
|
||||||
Claims
Adjustments
|
-
|
24,336,509
|
-
|
-
|
||||||
US
Trustee quarterly fees
|
-
|
143,000
|
-
|
11,375
|
||||||
Gains
(losses) from sale of assets
|
-
|
-
|
-
|
-
|
||||||
Other
reorganization expenses
|
900,212
|
10,268,456
|
-
|
-
|
||||||
Total
reorganization items
|
8,713,153
|
154,953,611
|
-
|
333,418
|
||||||
Net
profit (loss) before income taxes
|
(9,672,379)
|
(298,331,656)
|
(12,989)
|
(114,884,525)
|
||||||
Income
taxes
|
-
|
4,050
|
-
|
-
|
||||||
Net
profit (loss)
|
(9,672,379)
|
(298,335,706)
|
(12,989)
|
(114,884,525)
|
||||||
Income
tax rate
|
0.0%
|
0.0%
|
0.0%
|
0.0%
|
Washington
Mutual, Inc., et al.
|
Case
No. 08-12229 (MFW)
|
June
2010 Monthly Operating Report -- UNAUDITED
|
|
MOR 3 Balance Sheet as
of 06/30/2010 and 9/26/2008
|
Washington
Mutual, Inc.
|
WMI
Investment Corp.
|
|||||||||
6/30/2010
|
9/26/08
|
6/30/2010
|
9/26/08
|
|||||||
Assets:
|
||||||||||
Unrestricted
cash and cash equivalents
|
4,556,618,837
|
4,018,083,009
|
275,560,435
|
52,974,376
|
||||||
Restricted
cash and cash equivalents
|
95,721,922
|
145,668,884
|
-
|
-
|
||||||
Investment
securities
|
67,097,301
|
59,688,627
|
-
|
266,444,881
|
||||||
Accrued
interest receivable
|
870,049
|
413,253
|
4,997
|
4,084,658
|
||||||
Income
tax receivable
|
475,889,822
|
742,680,150
|
22,187,560
|
22,187,560
|
||||||
Prepaid
expenses
|
2,446,518
|
11,311,510
|
-
|
-
|
||||||
Cash
surrender value of BOLI/COLI
|
44,556,807
|
84,039,738
|
-
|
-
|
||||||
Funded
Pension
|
39,173,922
|
638,870,071
|
-
|
-
|
||||||
Other
investments
|
-
|
23,668,909
|
57,853,931
|
65,952,708
|
||||||
Investment
in subsidiaries
|
1,485,482,144
|
1,895,218,467
|
-
|
-
|
||||||
Notes
receivable - intercompany
|
12,795,013
|
58,001,133
|
565,844,197
|
565,844,197
|
||||||
Fixed
Assets
|
72,655
|
-
|
-
|
-
|
||||||
Other
assets
|
98,091,272
|
23,489,277
|
-
|
-
|
||||||
Total
assets
|
6,878,816,263
|
7,701,133,028
|
921,451,121
|
977,488,380
|
||||||
Liabilities
not subject to compromise (Postpetition):
|
||||||||||
Accounts
payable
|
7,149,583
|
-
|
-
|
-
|
||||||
Accrued
wages and benefits
|
800,170
|
-
|
-
|
-
|
||||||
Other
accrued liabilities
|
16,711,497
|
-
|
14,825
|
-
|
||||||
Minority
interest
|
1,114,163
|
3,104,022
|
-
|
-
|
||||||
Total
post-petition liabilities
|
25,775,413
|
3,104,022
|
14,825
|
-
|
||||||
Liabilities
subject to compromise (Pre-petition):
|
||||||||||
Senior
debt
|
4,132,421,622
|
4,126,545,947
|
-
|
-
|
||||||
Subordinated
debt
|
1,666,464,970
|
1,662,295,485
|
-
|
-
|
||||||
Junior
subordinated debt
|
765,674,200
|
752,445,436
|
||||||||
Intercompany
payables
|
684,095,259
|
684,095,258
|
-
|
-
|
||||||
Accounts
payable
|
4,480,720
|
3,941,450
|
-
|
-
|
||||||
Taxes
payable
|
550,769,514
|
550,080,833
|
-
|
-
|
||||||
Payroll
and benefit accruals
|
386,864,900
|
407,215,221
|
-
|
-
|
||||||
Other
accrued liabilities
|
76,325,795
|
92,259,015
|
-
|
-
|
||||||
Other
pre-petition liabilities
|
198
|
223
|
-
|
-
|
||||||
Total
pre-petition liabilities
|
8,267,097,177
|
8,278,878,868
|
-
|
-
|
||||||
Total
liabilities
|
8,292,872,590
|
8,281,982,890
|
14,825
|
-
|
||||||
Shareholders'
equity:
|
||||||||||
Preferred
stock
|
3,392,341,954
|
3,392,341,953
|
-
|
-
|
||||||
Common
stock
|
12,988,753,556
|
12,988,753,556
|
1,000,000,000
|
1,000,000,000
|
||||||
Other
comprehensive income
|
(754,624,165)
|
(222,770,180)
|
22,187,560
|
(36,644,880)
|
||||||
Retained
earnings - pre-petition
|
(16,742,191,966)
|
(16,739,175,191)
|
14,133,260
|
14,133,260
|
||||||
Retained
earnings - post-petition
|
(298,335,706)
|
-
|
(114,884,525)
|
-
|
||||||
Total
shareholders' equity
|
(1,414,056,327)
|
(580,849,862)
|
921,436,296
|
977,488,380
|
||||||
Total
liabilities and shareholder's equity
|
6,878,816,263
|
7,701,133,028
|
921,451,121
|
977,488,380
|
In
re Washington Mutual, Inc., et al
Case
No. 08-12229 (MFW)
|
Note
1: Plan of Reorganization and Settlement Agreement
On March
26, 2010, the Debtors filed a proposed plan of reorganization pursuant to
chapter 11 of the Bankruptcy Code and related disclosure statement, which were
subsequently amended.
Most
recently, on July 1, 2010, the Debtors filed their Fifth Amended Joint Plan of
Affiliated Debtors Pursuant to Chapter 11 of the Bankruptcy Code [D.I. 4850]
(the “Plan”) and related Disclosure Statement [D.I. 4851] (the “Disclosure
Statement”) with the Bankruptcy Court. The Plan is premised upon implementation
of a Settlement Agreement (the “Settlement Agreement”), which represents a
compromise of certain disputes among the Debtors, JPMorgan, the FDIC (as
receiver for WMB and in its corporate capacity), the Creditors’ Committee and
certain significant creditor constituencies. A hearing to consider approval of
the Disclosure Statement is currently scheduled for September 7, 2010. The
Bankruptcy Court has also established November 1, 2010 as the date for the
hearing to consider confirmation of the Plan in accordance with section 1129 of
the Bankruptcy Code.
The
Settlement Agreement is an integral part of the Plan and is subject to final
confirmation of the Plan. On the basis of the foregoing, the balance sheet and
operating statement in this monthly operating report do not reflect any of the
financial arrangements or settlements set forth in the Settlement
Agreement.
The
foregoing notwithstanding, aspects of the Plan are referred to in the Notes to
MOR 2 and MOR 3 herein; however, users of this monthly operating report should
refer to the Plan, Disclosure Statement, Settlement Agreement and related
documents directly for complete information.
Note
2: Washington Mutual Preferred Funding
On
September 25, 2008, the Office of Thrift Supervision concluded that an “Exchange
Event” had occurred with respect to the following securities (the
“Securities”):
·
|
Washington
Mutual Preferred Funding Trust I Fixed-to-Floating Rate Perpetual
Non-cumulative Trust Securities (to be exchanged into depositary shares
representing Series I Perpetual Non-Cumulative Fixed-to-Floating Rate
Preferred Stock of WMI);
|
·
|
Washington
Mutual Preferred (Cayman) I Ltd. 7.25% Perpetual Non-cumulative Preferred
Securities, Series A-1 (to be exchanged into depositary shares
representing Series J Perpetual Non-Cumulative Fixed Rate Preferred Stock
of Washington Mutual, Inc.
(“WMI”));
|
·
|
Washington
Mutual Preferred (Cayman) I Ltd. 7.25% Perpetual Non-cumulative Preferred
Securities, Series A-2 (to be exchanged into depositary shares
representing Series J Perpetual Non-Cumulative Fixed Rate Preferred Stock
of WMI);
|
·
|
Washington
Mutual Preferred Funding Trust II Fixed-to-Floating Rate Perpetual
Non-cumulative Trust Securities (to be exchanged into depositary shares
representing Series L Perpetual Non-Cumulative Fixed Rate Preferred Stock
of WMI);
|
·
|
Washington
Mutual Preferred Funding Trust III Fixed-to-Floating Rate Perpetual
Non-cumulative Trust Securities (to be exchanged into depositary shares
representing Series M Perpetual Non-Cumulative Fixed Rate Preferred Stock
of WMI); and
|
·
|
Washington
Mutual Preferred Funding Trust IV Fixed-to-Floating Rate Perpetual
Non-cumulative Trust Securities (to be exchanged into depositary shares
representing Series N Perpetual Non-Cumulative Fixed-to-Floating Rate
Preferred Stock of WMI).
|
In
accordance with the terms of the documents governing the Securities, the
Conditional Exchange (as defined in the disclosure materials related to the
Securities) of the Securities occurred on Friday, September 26, 2008 at 8:00
A.M. (New York time). The documentation governing the Securities contemplates
that at the time of the Conditional Exchange, each outstanding Security was
intended to be exchanged automatically for a like amount of newly issued Fixed
Rate Depositary Shares or newly issued Fixed-to-Floating Rate Depositary Shares,
as applicable, each representing a 1/1000th interest in one share of the
applicable series of preferred stock of WMI. If and until such depositary
receipts are delivered or in the event such depositary receipts are not
delivered, any certificates previously representing Securities are deemed for
all purposes, effective as of 8:00 AM (New York time) on September 26, 2008, to
represent Fixed Rate Depositary Shares or Fixed-to-Floating Rate Depositary
Shares, as applicable.
WMI and
its advisors currently are assessing a number of legal, accounting and tax
issues related to the Securities and the transactions related to the Conditional
Exchange. Because of these unresolved issues, WMI has not yet reflected the
Conditional Exchange and/or its attendant transactions on its financial
statements, including any possible interests (direct or indirect, contingent or
otherwise) in the Securities and the assets, as the case may be, of Washington
Mutual Preferred Funding LLC.
Assuming
that the Conditional Exchange had been completed in accordance with the terms of
the relevant documentation, on a pro forma basis, WMI’s
financial statements would reflect (a) a credit to shareholders’ equity of
approximately $3.9 billion upon issuance of the new classes of preferred stock;
(b) an investment in subsidiary (i.e. WMB) of approximately $3.9 billion upon
contribution of the Preferred Securities by WMI to WMB; and (c) an immediate and
corresponding write-down of such investment in subsidiary.
Pursuant
to the terms of the Settlement Agreement, upon consummation of the Plan, WMI and
relevant third parties will complete the Conditional Exchange.
Note
3: Restricted Cash and Cash Equivalents
WMI’s
restricted cash and cash equivalents of $96 million includes $35 million of
accumulated dividends related to amounts held in escrow pertaining to that
certain action styled as American Savings Bank, F.A et al. v
United States, Case No 92-872C pending in the United States Court of
Federal Claims, $53 million in a deposit account pledged as collateral to secure
prepetition intercompany transactions between WMI and WMB and $8 million held as
part of a Rabbi Trust.
Pursuant
to the terms of the Settlement Agreement, upon consummation of the Plan, WMI
will take possession of the $53 million deposit account pledged as collateral
for prepetition intercompany transactions with WMB, free and clear of any
interest or liens asserted by JPMorgan.
Note
4: Investment in Subsidiaries
WMI’s
investment in subsidiaries represents the book value of WMI’s subsidiaries,
including WMI Investment. This balance does not represent the market value of
these entities.
WMI
subsidiaries hold unsecured notes receivable from WMB or JPMorgan, as the case
may be, totaling approximately $180 million.
Pursuant
to the terms of the Settlement Agreement, upon consummation of the Plan,
JPMorgan will repay with interest the unsecured notes receivable to WMI
subsidiaries.
Note
5: Funded Pension
The
funded pension balance reflects the (1) the market value of assets as of
December 2, 2008 less (2) the November 2008 actuarial estimated settlement value
of September 25, 2008 liabilities. The value does not reflect any recent changes
in market values, interest rate assumptions and the participants since November
2008 which could materially affect the results.
Pursuant
to the terms of the Settlement Agreement, upon consummation of the Plan, WMI
will transfer sponsorship of the pension plan to JPMorgan, including certain
related assets, and JPMorgan will assume the pension plan
liabilities.
Note
6: Taxes
The tax
asset and liability balances are recorded consistent with WMI’s historical
accounting practices as of the Petition Date and adjusted for refunds collected.
Generally, tax related claims and payables are recorded on WMI’s books and
records on a consolidated basis with the other members of the consolidated tax
group and have not been adjusted for any potential claims against these assets.
The current recorded balances do not reflect all expected refunds or payments as
these amounts are currently being reviewed. The current estimate for the total
expected refunds, net of potential payments, is in the range of approximately
$2.7 - $3.0 billion (including interest but excluding tax refunds attributable
to the Act, as described below). Various parties claim ownership rights to these
refunds. As set forth in the Settlement Agreement, upon consummation of the
Plan, WMI and JPMorgan will split the above-referenced net tax refunds 20%/80%,
respectively (once received). Further, since the Petition Date, WMI has received
approximately $250 million in tax refunds. These refunds are subject to the same
allocation as referenced above.
On
November 6, 2009, the Worker, Homeownership, and Business Assistance Act of 2009
(the “Act”) was enacted into law. The Act provides, in pertinent part, that
corporate taxpayers, subject to certain limitations, may elect to extend the
permitted Net Operating Loss (“NOL”) carryback period from two years to five
years (with such taxpayers only receiving half this benefit in the fifth year).
Pursuant thereto, WMI elected to carry back its 2008 NOL five years. WMI
currently estimates an additional expected tax refund attributable to the Act of
approximately $2.8 billion, including interest, as to which there are competing
claims of ownership. As
set forth in the Settlement Agreement, upon consummation of the Plan, WMI and
the FDIC will split the tax refunds attributable to the Act (and actually
received) 65.178%/34.822%, respectively. Pursuant to the terms of the Plan and
the Settlement Agreement, if the Class of Non-Subordinated Bank Bondholder
Claims (as defined in the Plan) votes to accept the Plan, then, such claims will
be deemed allowed against the Debtors and will receive 5.357% of refunds
attributable to the Act, subject to a cap of $150 million. If the Class of
Non-Subordinated Bank Bondholder Claims votes to reject the Plan, then the
Debtors will distribute amounts for such claims to the extent they are
determined to be allowed by the Bankruptcy Court against the
Debtors.
No
provision or benefit from income taxes has been recorded as the NOLs are
expected to be sufficient to offset income during the reported period. Income
tax expense contains minimum taxes paid in certain states.
Note
7: Liabilities Subject to Compromise (Pre-Petition) – Payroll and Benefit
Accruals
WMI’s
pre-petition payroll and benefit accruals include balances reflecting WMI’s
historic accounting policies related to pension accounting. Prior to the
Petition Date, WMI recorded a $274 million liability in respect of such accruals
and WMB recorded a $274 million asset, which amounts were netted out and
eliminated on a consolidated basis. Neither balance was reported as an
intercompany balance. WMI is analyzing these accounting entries and treatment
within the context of its bankruptcy proceedings.
As set
forth in the Settlement Agreement, upon consummation of the Plan, any potential
liability related to this pension accounting will be waived.
Washington
Mutual, Inc. / WMI Investment Corp.
|
June
2010 Monthly Operating Report -- UNAUDITED
|
MOR
4 Status of Postpetition Taxes
|
Washington
Mutual, Inc.
|
WMI
Investment Corp
|
||||||||||
Beginning
Tax Liability
|
Amt
approved for pmt
|
Taxes
collected
|
Taxes
remitted
|
Closing
Balance Post Petition
|
Beginning
Tax Liability
|
Amt
approved for pmt
|
Taxes
collected
|
Taxes
remitted
|
Closing
Balance Post Petition
|
||
Federal
|
NOTES
|
||||||||||
Withholding
|
26,436.00
|
-
|
52,701.00
|
(52,756.00)
|
26,381.00
|
-
|
|||||
FICA
-- Employee
|
4,067.51
|
-
|
8,102.77
|
(8,118.49)
|
4,051.79
|
-
|
|||||
FICA
-- Employer
|
4,067.51
|
8,102.77
|
-
|
(8,118.49)
|
4,051.79
|
-
|
|||||
Unemployment
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||
Income
|
*
|
-
|
-
|
-
|
-
|
-
|
-
|
||||
Other
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||
Total
Federal
|
34,571.02
|
8,102.77
|
60,803.77
|
(68,992.98)
|
34,484.58
|
-
|
-
|
-
|
-
|
-
|
|
State
and Local
|
|||||||||||
WA
Withholding
|
n/a
|
-
|
-
|
-
|
-
|
-
|
|||||
WA
Disability
|
773.09
|
241.69
|
173.11
|
-
|
1,187.89
|
||||||
WA
Unemployment
|
1,498.33
|
165.62
|
-
|
-
|
1,663.95
|
||||||
Sales/Use
|
**
|
-
|
-
|
-
|
-
|
-
|
|||||
Real
Property
|
n/a
|
-
|
-
|
-
|
-
|
-
|
|||||
Personal
Property
|
n/a
|
-
|
-
|
-
|
-
|
-
|
|||||
Other
|
1,967.57
|
1,073.82
|
-
|
-
|
3,041.39
|
||||||
-
|
-
|
||||||||||
Total
State and Local
|
4,238.99
|
1,481.13
|
173.11
|
-
|
5,893.23
|
-
|
-
|
-
|
-
|
-
|
|
Total
Taxes
|
38,810.01
|
9,583.90
|
60,976.88
|
(68,992.98)
|
40,377.81
|
-
|
-
|
-
|
-
|
-
|
|
NOTES
|
||
*
|
WMI
has booked no federal income tax on its post-petition income tax
provision, nor has it made any federal payments.
|
|
**
|
WMI
does not have any Washington or City of Seattle sales/use tax liability
for the month of June
|
|
I
attest that all tax returns have been filed in accordance with federal /
state / county / city requirements for the above
period.
|
||
/s/ John Maciel | ||
John
Maciel
Chief
Financial Officer
Washington
Mutual, Inc., et al
|
Washington
Mutual, Inc. and WMI Investment Corp.
|
Tax
Return Filings
|
For
the Period 6/1/2010 through
6/30/2010
|
Property
Tax Filings:
|
||||
No
property tax returns were filed during the period 6/1/2010 through
6/30/2010.
|
||||
Sales/Use
Tax Filings:
|
||||
No
sales/use tax returns were filed during the period 6/1/2010 through
6/30/2010.
|
||||
Payroll
Tax Filings:
|
||||
Entity
|
Jurisdiction
|
Filing
Description
|
Due
Date
|
Date
Filed
|
WMI
|
IRS
(Federal)
|
Withholding
summary of deposits and filings (semi-weekly)
|
6/02/2010
|
6/02/2010
|
WMI
|
IRS
(Federal)
|
Withholding
summary of deposits and filings (semi-weekly)
|
6/18/2010
|
6/18/2010
|
Corporate
Income Tax/Franchise Tax/Gross Receipts Tax Filings:
|
||||
Entity
|
Jurisdiction
|
Filing
Description
|
Due
Date
|
Date
Filed
|
Case
No. 08-12229 (MFW)
|
|
Washington Mutual, Inc., et
al
|
|
MOR-4:
Post Petition Accounts Payable Aging by Vendor
|
|
As
of June 30, 2010
|
Washington
Mutual, Inc.
|
||||||||||||||||||||
Vendor
|
Current
*
|
31 - 60 | 61- 90 |
91
and Over
|
Total
|
|||||||||||||||
Adams,
Marla
|
$ | 1,200.00 | $ | - | $ | - | $ | - | $ | 1,200.00 | ||||||||||
Akin,
Gump, Strauss, Hauer & Feld LLP
|
1,243,282.18 | - | - | - | 1,243,282.18 | |||||||||||||||
Ashby
& Geddes, P.A.
|
21,599.10 | - | - | - | 21,599.10 | |||||||||||||||
AT&T
|
3,521.31 | - | - | - | 3,521.31 | |||||||||||||||
Bingham
McCutchen LLP / McKee Nelson LLP
|
166,354.24 | - | - | - | 166,354.24 | |||||||||||||||
Broadridge
|
15.11 | - | - | - | 15.11 | |||||||||||||||
Brouwer,
Curt
|
246.50 | - | - | - | 246.50 | |||||||||||||||
Comcast
|
199.90 | - | - | - | 199.90 | |||||||||||||||
Davis
Wright Tremaine LLP
|
1,452.10 | - | - | - | 1,452.10 | |||||||||||||||
Elliott
Greenleaf
|
24,507.18 | - | - | - | 24,507.18 | |||||||||||||||
FTI
Consulting, Inc.
|
124,913.80 | - | - | - | 124,913.80 | |||||||||||||||
Gibson,
Dunn & Crutcher LLP
|
49,056.56 | - | - | - | 49,056.56 | |||||||||||||||
Grant
Thornton
|
21,651.00 | - | - | - | 21,651.00 | |||||||||||||||
Integreon
Discovery Solutions DC
|
7,561.02 | - | - | - | 7,561.02 | |||||||||||||||
John
W. Wolfe, P.S.
|
359,875.49 | - | - | - | 359,875.49 | |||||||||||||||
Kadesh
& Associates LLC
|
12,500.00 | - | - | - | 12,500.00 | |||||||||||||||
Lifewise
Assurance Company
|
1,577.61 | - | - | - | 1,577.61 | |||||||||||||||
Logan,
Doreen
|
153.00 | - | - | - | 153.00 | |||||||||||||||
M&E
Transportation
|
157.50 | - | - | - | 157.50 | |||||||||||||||
Mellon
Investor Services, LLC
|
5,675.17 | - | - | - | 5,675.17 | |||||||||||||||
Miller
& Chevalier Chartered
|
114,911.12 | - | - | - | 114,911.12 | |||||||||||||||
Nguyen,
Nicholas P.
|
284.05 | - | - | - | 284.05 | |||||||||||||||
Pepper
Hamilton LLP
|
99,152.80 | - | - | - | 99,152.80 | |||||||||||||||
Perkins
Coie LLP
|
173,494.24 | - | - | - | 173,494.24 | |||||||||||||||
Pitney
Bowes Inc.
|
929.24 | - | - | - | 929.24 | |||||||||||||||
PricewaterhouseCoopers
LLP
|
1,016.20 | - | - | - | 1,016.20 | |||||||||||||||
Puget
Sound Beverage Service
|
161.50 | - | - | - | 161.50 | |||||||||||||||
Quinn
Emanuel Urquhart Oliver & Hedges
|
1,320,163.60 | - | - | - | 1,320,163.60 | |||||||||||||||
Richards,
Layton & Finger P.A.
|
111,031.60 | - | - | - | 111,031.60 | |||||||||||||||
Schrag,
Jan
|
272.26 | - | - | - | 272.26 | |||||||||||||||
Shearman
& Sterling LLP
|
52,317.39 | - | - | - | 52,317.39 | |||||||||||||||
Silverstein
& Pomerantz, LLP
|
3,706.50 | - | - | - | 3,706.50 | |||||||||||||||
Simpson
Thacher & Bartlett LLP
|
23,497.58 | - | - | - | 23,497.58 | |||||||||||||||
Susman
Godfrey LLP
|
130,396.99 | - | - | - | 130,396.99 | |||||||||||||||
Suzuki,
Dennis
|
108.00 | - | - | - | 108.00 | |||||||||||||||
TIAA
CREF Hines Property Management
|
1,333.48 | - | - | - | 1,333.48 | |||||||||||||||
Towers
Watson Pennsylvania Inc.
|
15,527.75 | - | - | - | 15,527.75 | |||||||||||||||
Venable
LLP
|
128,152.24 | - | - | - | 128,152.24 | |||||||||||||||
Vision
Service Plan
|
194.20 | - | - | - | 194.20 | |||||||||||||||
Weil,
Gotshal & Manges LLP
|
2,927,433.56 | - | - | - | 2,927,433.56 | |||||||||||||||
Total
|
$ | 7,149,583.07 | $ | - | $ | - | $ | - | $ | 7,149,583.07 |
NOTES
* Any holdback for
professionals pursuant to their respective retention orders are included in
"Current"
DEBTOR
QUESTIONNAIRE
Must
be completed each month
|
Yes
|
No
|
|
1. |
Have
any assets been sold or transferred outside the normal course of business
this
reporting period? If yes, provide an explanation below.
|
X
|
|
2. |
Have
any funds been disbursed from any account other than a debtor in
possession account
this reporting period? If yes, provide an explanation
below.
|
X
|
|
3. |
Have
all post petition tax returns been timely filed? If no, provide an
explanation below.
|
X
|
|
4. |
Are
workers compensation, general liability and other necessary insurance
coverage
in effect? If no, provide an explanation below.
|
X
|
|
5. |
Has
any bank account been opened during the reporting period? If yes, provide
documentation
identifying the opened account(s). If an
investment account has been opened provide the required documentation
pursuant to the Delaware Local Rule 4001-3.
|
X
|