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8-K Filing
Mr. Cooper (COOP) 8-KRegulation FD Disclosure
Filed: 31 Mar 09, 12:00am
Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
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In re Washington Mutual, Inc., et al. | Case No. 08-12229 (MFW) |
| Reporting Period: 02-01-09 to 02-28-09 |
MONTHLY OPERATING REPORT
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| REQUIRED DOCUMENTS |
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| Form No. |
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| Document |
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| Explanation |
| Schedule of Cash Receipts and Disbursements |
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| MOR-1 |
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| Yes |
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| Bank Reconciliation (or copies of Debtors’ bank reconciliations) |
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| MOR-1a |
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| Refer to |
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| Schedule of Professional Fees Paid |
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| MOR-1b |
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| Yes |
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| Copies of bank statements |
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| MOR-1c |
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| Refer to |
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| Cash disbursements journals |
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| n/a |
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| Refer to MOR 1 for summary of all disbursements. |
| Statement of Operations |
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| MOR-2 |
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| Yes |
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| See attached notes |
| Balance Sheet |
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| MOR-3 |
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| Yes |
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| See attached notes |
| Status of Postpetition Taxes |
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| MOR-4 |
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| Yes |
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| Copies of IRS Form 6123 or payment receipt |
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| n/a |
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| Payroll services outsourced including remission of taxes. |
| Copies of tax returns filed during reporting period |
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| n/a |
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| See listing of filings |
| Summary of Unpaid Postpetition Debts |
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| MOR-4 |
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| n/a |
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| Detail on face of balance sheet. |
| Listing of aged accounts payable |
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| MOR-4 |
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| Yes |
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| Accounts Receivable Reconciliation and Aging |
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| MOR-5 |
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| n/a |
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| No trade receivables |
| Debtor Questionnaire |
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| MOR-5 |
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| Yes |
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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.
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/s/ John Maciel |
| March 30, 2009 |
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Signature of Authorized Individual* |
| Date |
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John Maciel |
| Chief Financial Officer |
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Printed Name of Authorized Individual |
| Title of Authorized Individual |
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*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 reporting requirements of the Bankruptcy Court and the United States Trustee. 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. 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. 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. The Debtors reserve all rights to amend the results represented in this Monthly Operating Report.
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Washington Mutual, Inc., et al | Case No. 08-12229 (MFW) |
February 2009 Monthly Operating Report — UNAUDITED |
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MOR 1 — Schedule of Cash Receipts and Disbursements |
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| Washington Mutual, Inc. |
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Account |
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| Deposit |
| Deposit |
| Deposit |
| Deposit |
| Money Market |
| General |
| WMI |
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Opening Balance - 01/31/2009 |
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| 261,489,759 |
| 3,670,223,347 |
| 4,653 |
| 748,231 |
| 282,038,153 |
| 3,686,841 |
| 4,218,190,984 |
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Receipts |
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Interest & investment returns |
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| 6,706 |
| 93,516 |
| 0 |
| 19 |
| 52,404 |
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| 152,646 |
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Tax Refunds |
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| 95,803 |
| 95,803 |
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Reimbursements from WMB |
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| — |
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Reimbursements/distributions from subs |
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| — |
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Sales of Assets/Securities |
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| 3,463,900 |
| 3,463,900 |
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Covered Bond Deposit |
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| 27,532,495 |
| 27,532,495 |
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Total Receipts |
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| 6,706 |
| 93,516 |
| 0 |
| 19 |
| 52,404 |
| 31,092,198 |
| 31,244,844 |
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Transfers |
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General to Disbursement |
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| — |
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Loan to subsidiary |
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| 22,500,000 |
| (22,500,000 | ) | — |
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Sweep to Money Market account |
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| — |
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General to payroll |
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| — |
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To new bank account |
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| — |
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Total Transfers |
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| — |
| — |
| — |
| — |
| 22,500,000 |
| (22,500,000 | ) | — |
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Disbursements |
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Salaries and benefits |
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| 465,150 |
| 465,150 |
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Travel and other expenses |
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| 12,411 |
| 12,411 |
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Occupancy and supplies |
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| 419,759 |
| 419,759 |
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Professional Fees |
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| 4,775,203 |
| 4,775,203 |
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Other outside services |
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| 1,426,632 |
| 1,426,632 |
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Bank fees |
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| 66,002 |
| 66,002 |
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US Trustee Quarterly Fees |
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| 13,000 |
| 13,000 |
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Directors fees |
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| 70,000 |
| 70,000 |
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Miscellaneous Adjustments |
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| — |
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Total Disbursements |
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| — |
| — |
| — |
| — |
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| 7,248,158 |
| 7,248,158 |
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| �� | ||||||||||||||
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Net Cash Flow |
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| 6,706 |
| 93,516 |
| 0 |
| 19 |
| 22,552,404 |
| 1,344,040 |
| 23,996,686 |
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Cash - End of Month |
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| 261,496,465 |
| 3,670,316,863 |
| 4,653 |
| 748,250 |
| 304,590,557 |
| 5,030,881 |
| 4,242,187,670 |
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GL Balance |
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| 261,496,465 |
| 3,670,316,863 |
| 4,653 |
| 748,250 |
| 304,590,557 |
| 5,030,881 |
| 4,242,187,669 |
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Net value - Short-term securities |
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| 321,952,733 |
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Total Cash & Cash Equivalents |
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| 4,564,140,402 |
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| WMI Investment Corp. |
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Account |
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| Deposit |
| General |
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| Deposit |
| WMI Inv Corp |
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| Combined |
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Opening Balance - 01/31/2009 |
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| 53,524,351 |
| 3,060,385 |
|
| — |
| 56,584,736 |
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| 4,274,775,720 |
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Receipts |
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|
|
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Interest & investment returns |
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| 1,364 |
| 57,786 |
|
|
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| 59,150 |
|
| 211,796 |
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Tax Refunds |
|
|
|
|
|
|
|
|
| — |
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| 95,803 |
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Reimbursements from WMB |
|
|
|
|
|
|
|
|
| — |
|
| — |
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Reimbursements/distributions from subs |
|
|
|
|
|
|
|
|
| — |
|
| — |
|
Sales of Assets/Securities |
|
|
|
|
|
|
|
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| — |
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| 3,463,900 |
|
Covered Bond Deposit |
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|
|
|
|
|
|
|
| — |
|
| 27,532,495 |
|
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Total Receipts |
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| 1,364 |
| 57,786 |
|
| — |
| 59,150 |
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| 31,303,994 |
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Transfers |
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General to Disbursement |
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| — |
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| — |
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Loan to subsidiary |
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|
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| — |
|
| — |
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Sweep to Money Market account |
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| — |
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| — |
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General to payroll |
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|
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| — |
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| — |
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To new bank account |
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| — |
|
| — |
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Total Transfers |
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| — |
| — |
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| — |
| — |
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| — |
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Disbursements |
|
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|
|
|
|
|
|
|
|
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Salaries and benefits |
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|
|
|
|
|
|
|
| — |
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| 465,150 |
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Travel and other expenses |
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|
|
|
|
|
|
|
| — |
|
| 12,411 |
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Occupancy and supplies |
|
|
|
|
|
|
|
|
| — |
|
| 419,759 |
|
Professional Fees |
|
|
|
|
|
|
|
|
| — |
|
| 4,775,203 |
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Other outside services |
|
|
|
|
|
|
|
|
| — |
|
| 1,426,632 |
|
Bank fees |
|
|
|
|
|
|
|
|
| — |
|
| 66,002 |
|
US Trustee Quarterly Fees |
|
| 4,875 |
|
|
|
|
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| 4,875 |
|
| 17,875 |
|
Directors fees |
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|
|
|
|
|
|
|
| — |
|
| 70,000 |
|
Miscellaneous Adjustments |
|
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|
|
|
|
|
|
| — |
|
| — |
|
|
| |||||||||||||
Total Disbursements |
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| 4,875 |
| — |
|
| — |
| 4,875 |
|
| 7,253,033 |
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| |||||||||||||
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Net Cash Flow |
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| (3,511 | ) | 57,786 |
|
| — |
| 54,275 |
|
| 24,050,961 |
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Cash - End of Month |
|
| 53,520,840 |
| 3,118,171 |
|
| — |
| 56,639,011 |
|
| 4,298,826,681 |
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|
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| |||||||||||||
GL Balance |
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| 53,520,840 |
| 3,118,171 |
|
| — |
| 56,639,011 |
|
| 4,298,826,680 |
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Net value - Short-term securities |
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|
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|
|
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|
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| 217,101,062 |
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| 539,053,795 |
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| |||||
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|
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Total Cash & Cash Equivalents |
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|
|
|
|
|
|
|
| 273,740,073 |
|
| 4,837,880,475 |
|
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Washington Mutual, Inc., et al | Case No. 08-12229 (MFW) |
February 2009 Monthly Operating Report — UNAUDITED |
|
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. 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.
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/s/ John Maciel |
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John Maciel |
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Chief Financial Officer |
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Washington Mutual, Inc. |
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Washington Mutual, Inc.
MOR-1B: Schedule of Professional Fees Paid
Case No. 08-12229 (MFW)
Month Ended January 28, 2009
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| Check |
| Amount Paid |
| Amount Paid CTD |
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Payee |
| Period Covered |
| Number |
| Date |
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| Fees |
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| Expense |
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| Fees |
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| Expense |
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Akin, Gump, Strauss, Hauer & Feld LLP |
| 12/1/08 - 12/31/08 |
| Wire |
| 2/26/2009 |
| $ | 571,896.00 |
| $ | 25,753.12 |
| $ | 1,926,874.80 |
| $ | 59,737.44 |
|
Alvarez & Marsal |
| 12/1/08 - 12/31/08 |
| Wire |
| 2/12/2009 |
|
| 1,519,165.25 |
|
| 64,171.98 |
|
| 3,893,726.50 |
|
| 194,527.44 |
|
Davis Wright Tremaine LLP |
| 11/1/08 - 11/30/08 |
| 1061 |
| 2/5/2009 |
|
| 93,980.80 |
|
| 82.76 |
|
| 288,211.40 |
|
| 435.11 |
|
FTI Consulting, Inc. |
| 12/1/08 - 12/31/08 |
| Wire |
| 2/19/2009 |
|
| 258,997.20 |
|
| 3,294.01 |
|
| 796,695.80 |
|
| 15,044.73 |
|
Gibson, Dunn & Crutcher LLP |
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|
|
|
|
| — |
|
| — |
|
| 129,315.60 |
|
| 2,406.69 |
|
Joele Frank Wilkinson Brimmer Katcher |
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|
| — |
|
| — |
|
| 69,485.00 |
|
| 4,094.27 |
|
Kurtzman Carson Consultants LLC |
| 12/1/08 - 12/31/08 |
| Wire |
| 2/5/2009 |
|
| 96,862.22 |
|
| — |
|
| 459,454.57 |
|
| — |
|
McKee Nelson LLP |
| 12/1/08 - 12/31/08 |
| Wire |
| 2/26/2009 |
|
| 161,315.60 |
|
| 6,623.85 |
|
| 161,315.60 |
|
| 6,623.85 |
|
Milliman |
| 12/1/08 - 12/31/08 |
| 1065 |
| 2/5/2009 |
|
| 2,964.36 |
|
| — |
|
| 23,152.49 |
|
| — |
|
Pepper Hamilton LLP |
| 11/1/08 - 11/30/08 |
| Wire |
| 2/6/2009 |
|
| 283,647.00 |
|
| 14,908.11 |
|
| 408,612.80 |
|
| 17,182.22 |
|
Richards, Layton & Finger P.A. |
| 11/1/08 - 11/30/08 |
| Wire |
| 2/5/2009 |
|
| 16,548.40 |
|
| 3,342.50 |
|
| 64,781.60 |
|
| 12,626.32 |
|
Shearman & Sterling LLP |
| 12/1/08 - 12/31/08 |
| Wire |
| 2/26/2009 |
|
| 293,714.40 |
|
| 6,879.89 |
|
| 293,714.40 |
|
| 6,879.89 |
|
Weil, Gotshal & Manges LLP |
| 11/1/08 - 11/30/08 |
| Wire |
| 2/19/2009 |
|
| 1,303,374.40 |
|
| 47,680.84 |
|
| 2,761,231.80 |
|
| 70,495.21 |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total |
|
|
|
|
|
|
| $ | 4,602,465.63 |
| $ | 172,737.06 |
| $ | 11,276,572.36 |
| $ | 390,053.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Washington Mutual, Inc., et al | Case No. 08-12229 (MFW) |
February 2009 Monthly Operating Report — UNAUDITED |
|
MOR 2 Statement of Operations for the month of February |
|
|
|
|
|
|
|
|
|
|
|
|
| Washington Mutual, Inc. |
| WMI Investment Corp. |
| ||||
|
|
|
| ||||||
|
| Feb. 2009 |
| Cumulative to Date |
| Feb. 2009 |
| Cumulative to Date |
|
|
|
|
|
|
| ||||
Revenues: |
|
|
|
|
|
|
|
|
|
Interest income: |
|
|
|
|
|
|
|
|
|
Cash equivalents |
| 626,552 |
| 5,109,838 |
| 53,789 |
| 174,822 |
|
Securities |
| 280,667 |
| 1,108,605 |
| — |
| 2,971,915 |
|
Notes receivable - intercompany |
| 45,487 |
| 659,827 |
| — |
| 1 |
|
Other |
| — |
| — |
| — |
| — |
|
|
|
|
|
|
| ||||
Total interest income |
| 952,706 |
| 6,878,270 |
| 53,789 |
| 3,146,739 |
|
Earnings (losses) from subsidiaries and other equity investments |
| (2,613,152 | ) | (211,886,937 | ) | — |
| (16,334,027 | ) |
Gains (losses) from securities / investments |
| (6,413,883 | ) | (12,142,691 | ) | — |
| (112,358,710 | ) |
Other income |
| 249,897 |
| 919,289 |
| — |
| — |
|
|
|
|
|
|
| ||||
Total revenues |
| (7,824,432 | ) | (216,232,069 | ) | 53,789 |
| (125,545,998 | ) |
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
Compensation and benefits |
| 543,340 |
| 1,754,081 |
| — |
| — |
|
Occupancy and equipment |
| 84,876 |
| 338,680 |
| — |
| — |
|
Professional fees |
| 286,748 |
| 1,884,235 |
| — |
| — |
|
Loss / (Income) from BOLI/COLI policies |
| (253,146 | ) | (3,912,714 | ) | — |
| — |
|
Management fees / Transition services |
| 212,660 |
| 1,167,780 |
| — |
| — |
|
Insurance |
| 1,693,133 |
| 8,183,408 |
| — |
| — |
|
Other |
| 49,538 |
| 274,289 |
| — |
| 353,018 |
|
|
|
|
|
|
| ||||
Total operating expenses |
| 2,617,149 |
| 9,689,760 |
| — |
| 353,018 |
|
|
|
|
|
|
|
|
|
|
|
Net profit (loss) before other income and expenses |
| (10,441,582 | ) | (225,921,829 | ) | 53,789 |
| (125,899,016 | ) |
|
|
|
|
|
|
|
|
|
|
Other income and expenses: |
|
|
|
|
|
|
|
|
|
Interest expense: |
|
|
|
|
|
|
|
|
|
Notes payable - intercompany |
| — |
| — |
| — |
| — |
|
Borrowings |
| — |
| — |
| — |
| — |
|
|
|
|
|
|
| ||||
Total interest expense |
| — |
| — |
| — |
| — |
|
Other expense / (income) |
| — |
| — |
| — |
| — |
|
|
|
|
|
|
|
|
|
|
|
Net profit (loss) before reorganization items |
| (10,441,582 | ) | (225,921,829 | ) | 53,789 |
| (125,899,016 | ) |
|
|
|
|
|
|
|
|
|
|
Reorganization items: |
|
|
|
|
|
|
|
|
|
Professional fees |
| 5,472,721 |
| 26,871,153 |
| — |
| — |
|
US Trustee quarterly fees |
| 13,000 |
| 39,000 |
| (4,550 | ) | 5,200 |
|
Gains (losses) from sale of assets |
| — |
| — |
| — |
| — |
|
Other reorganization expenses |
| 475,419 |
| 2,424,326 |
| — |
| — |
|
|
|
|
|
|
| ||||
Total reorganization items |
| 5,961,140 |
| 29,334,479 |
| (4,550 | ) | 5,200 |
|
|
|
|
|
|
| ||||
Net profit (loss) before income taxes |
| (16,402,722 | ) | (255,256,308 | ) | 58,339 |
| (125,904,216 | ) |
|
|
|
|
|
|
|
|
|
|
Income taxes |
| — |
| — |
| — |
| — |
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net profit (loss) |
| (16,402,722 | ) | (255,256,308 | ) | 58,339 |
| (125,904,216 | ) |
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
Income tax rate |
| 0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % |
|
|
Washington Mutual, Inc., et al | Case No. 08-12229 (MFW) |
February 2009 Monthly Operating Report — UNAUDITED |
|
MOR 3 Balance Sheet as of 02/28/2009 and 9/26/2008 |
|
|
|
|
|
|
|
|
|
|
|
|
| Washington Mutual, Inc. |
| WMI Investment Corp. |
| ||||
|
|
|
| ||||||
|
| 2/28/09 |
| 9/26/08 |
| 2/28/09 |
| 9/26/08 |
|
|
|
|
|
|
| ||||
Assets: |
|
|
|
|
|
|
|
|
|
Unrestricted cash and cash equivalents |
| 4,564,140,403 |
| 4,018,083,009 |
| 273,740,074 |
| 52,974,376 |
|
Restricted cash and cash equivalents |
| 113,985,513 |
| 145,668,884 |
| — |
| — |
|
Investment securities |
| 64,727,995 |
| 59,688,627 |
| — |
| 266,444,881 |
|
Accrued interest receivable |
| 712,506 |
| 413,253 |
| 52,425 |
| 4,084,658 |
|
Accounts receivable |
| — |
| — |
| — |
| — |
|
Income tax receivable |
| 482,059,227 |
| 742,680,150 |
| 22,187,560 |
| 22,187,560 |
|
Prepaid expenses |
| 7,797,284 |
| 11,311,510 |
| — |
| — |
|
Cash surrender value of BOLI/COLI |
| 87,028,848 |
| 84,039,738 |
| — |
| — |
|
Funded Pension |
| 39,173,922 |
| 638,870,071 |
| — |
| — |
|
Other investments |
| 8,150,338 |
| 23,668,909 |
| 48,592,672 |
| 65,952,708 |
|
Investment in subsidiaries |
| 1,532,380,350 |
| 1,894,114,445 |
| — |
| — |
|
Notes receivable - intercompany |
| 14,835,405 |
| 58,001,133 |
| 565,844,197 |
| 565,844,197 |
|
Other assets |
| 26,156,078 |
| 23,489,277 |
| — |
| — |
|
|
|
|
|
|
| ||||
Total assets |
| 6,941,147,867 |
| 7,700,029,006 |
| 910,416,929 |
| 977,488,380 |
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
Liabilities not subject to compromise (Postpetition): |
|
|
|
|
|
|
|
|
|
Accounts payable |
| 9,747,185 |
| — |
| — |
| — |
|
Taxes payable |
| — |
| — |
| — |
| — |
|
Accrued wages and benefits |
| 327,346 |
| — |
| — |
| — |
|
Other accrued liabilities |
| 9,313,222 |
| — |
| 325 |
| — |
|
Rent and equipment lease payable |
| — |
| — |
| — |
| — |
|
Deferred tax liability / (asset) |
| — |
| — |
| — |
| — |
|
Other Liabilities - Intercompany |
| — |
| — |
| — |
| — |
|
Other post-petition liabilities |
| — |
| — |
| — |
| — |
|
Minority interest |
| 2,000,000 |
| 2,000,000 |
| — |
| — |
|
|
|
|
|
|
| ||||
Total post-petition liabilities |
| 21,387,753 |
| 2,000,000 |
| 325 |
| — |
|
|
|
|
|
|
|
|
|
|
|
Liabilities subject to compromise (Pre-petition): |
|
|
|
|
|
|
|
|
|
Senior debt |
| 4,108,911,139 |
| 4,108,911,139 |
| — |
| — |
|
Subordinated debt |
| 1,613,991,512 |
| 1,613,991,512 |
| — |
| — |
|
Junior subordinated debt |
| 742,476,453 |
| 742,476,453 |
|
|
|
|
|
Accrued interest payable |
| 75,907,764 |
| 75,907,764 |
| — |
| — |
|
Notes payable - intercompany |
| 684,095,259 |
| 684,095,258 |
| — |
| — |
|
Accounts payable |
| 4,786,832 |
| 3,941,450 |
| — |
| — |
|
Taxes payable |
| 550,938,839 |
| 550,080,833 |
| — |
| — |
|
Payroll and benefit accruals |
| 407,236,707 |
| 407,215,221 |
| — |
| — |
|
Other accrued liabilities |
| 86,421,167 |
| 92,259,015 |
| — |
| — |
|
Other pre-petition liabilities |
| 223 |
| 223 |
| — |
| — |
|
|
|
|
|
|
| ||||
Total pre-petition liabilities |
| 8,274,765,896 |
| 8,278,878,868 |
| — |
| — |
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
Total liabilities |
| 8,296,153,649 |
| 8,280,878,868 |
| 325 |
| — |
|
|
|
|
|
|
|
|
|
|
|
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 |
| (2,115,609,141 | ) | (1,590,151,320 | ) | 22,187,560 |
| (36,644,880 | ) |
Retained earnings - pre-petition |
| (15,365,235,842 | ) | (15,371,794,051 | ) | 14,133,260 |
| 14,133,260 |
|
Retained earnings - post-petition |
| (255,256,308 | ) | — |
| (125,904,216 | ) | — |
|
|
|
|
|
|
| ||||
Total shareholders’ equity |
| (1,355,005,782 | ) | (580,849,862 | ) | 910,416,604 |
| 977,488,380 |
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total liabilities and shareholder’s equity |
| 6,941,147,867 |
| 7,700,029,006 |
| 910,416,929 |
| 977,488,380 |
|
|
|
|
|
|
|
In re Washington Mutual, Inc., et al
Case No. 08-12229 (MFW)
NOTES TO MOR-2 and MOR-3
Note 1: 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 (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 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 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 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 are currently 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.
Note 2: Investment in Subsidiaries
WMI’s investment in subsidiaries represents the book value of WMI’s subsidiaries, including WMI Investment Corp. (“WMI Investment”). The balance does not represent the market value of these entities.
Note 3: Funded Pension
The funded pension balance was adjusted to reflect 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 or interest rate assumptions since November 2008 which could materially affect the results.
Note 4: 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 recorded balances do not reflect all expected refunds or payments, which are currently being reviewed. WMI understands that JPMorgan, the purchaser of substantially all of WMB’s assets, may claim all or a portion of expected tax refunds.
No provision or benefit from income taxes has been recorded as the NOL’s are sufficient to offset income during the reported period.
|
|
Washington Mutual, Inc. / WMI Investment Corp. | Case No. 08-12229 (MFW) |
February 2009 Monthly Operating Report — UNAUDITED |
|
MOR 4 Status of Postpetition Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
|
|
|
|
| Washington Mutual, Inc. |
| ||||||||||||
|
|
|
| |||||||||||||||
|
|
|
|
| Beginning Tax |
|
| Amt approved for |
|
| Taxes collected |
|
| Taxes remitted |
|
| Closting Balance |
|
|
|
|
| |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
| NOTES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Withholding |
| * |
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
|
FICA — Employee |
| * |
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
|
FICA — Employer |
| * |
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
|
Unemployment |
| * |
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
|
Income |
| ** |
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
|
Other: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
|
|
|
|
| |||||||||||||||
Total Federal |
|
|
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
|
|
|
| |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and Local |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Withholding |
| * |
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
|
Sales |
| *** |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unemployment |
| * |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Property |
| n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personal Property |
| n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
| **** |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
|
|
|
|
| |||||||||||||||
Total State and Local |
|
|
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
|
|
|
| |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Total Taxes |
|
|
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
|
|
|
| |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||
|
|
|
| |||||||||||||||
|
|
|
|
| WMI Investment Corp |
| ||||||||||||
|
|
|
| |||||||||||||||
|
|
|
|
| Beginning Tax |
|
| Amt approved for |
|
| Taxes collected |
|
| Taxes remitted |
|
| Closting |
|
|
|
|
| |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
| NOTES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Withholding |
| * |
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
|
FICA — Employee |
| * |
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
|
FICA — Employer |
| * |
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
|
Unemployment |
| * |
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
|
Income |
| ** |
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
|
Other: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Total Federal |
|
|
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
|
|
|
| |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and Local |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Withholding |
| * |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
| *** |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unemployment |
| * |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Property |
| n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personal Property |
| n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
| **** |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Total State and Local |
|
|
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
|
|
|
| |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Total Taxes |
|
|
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
|
|
|
| |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTES
* All payroll, including the remission of all related withholding taxes, benefits and employer taxes has been outsourced to Branch, Richards & Co. Any payroll related tax payments remitted have been incorporated into the Schedule of Cash Receipts and Disbursements at MOR-1
** WMI has booked no post-petition income tax provision, nor has it made any payments.
*** See signed statement below and attached listing of filings related to business activity. No outstanding liabilities reported as of January 31, 2009.
**** Excise Tax returns have not been filed for Seattle and Washington state. WMI is working with the appropriate taxing authority to determine if a filing requirement exists. If it is determined that a filing requirement exists, WMI will file the appropriate returns at this time.
I attest that all tax returns have been filed in acordance 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 2/1/2009 through 2/28/2009
Property Tax Filings:
No property tax returns were filed during the period 2/1/2009 through 2/28/2009.
Sales/Use Tax Filings:
No sales/use tax returns were filed during the period 2/1/2009 through 2/28/2009.
Payroll Tax Filings:
|
|
|
|
|
|
|
|
|
|
Entity |
| Jurisdiction |
| Filing Description |
| Due Date |
| Date Filed |
|
|
|
|
|
|
|
|
|
|
|
WMI |
| IRS (Federal) |
| Withholding summary of deposits and filings (quarterly) |
| 2/2/2009 |
| 2/2/2009 |
|
WMI |
| IRS (Federal) |
| Withholding summary of deposits and filings (semi-weekly) |
| 2/4/2009 |
| 2/4/2009 |
|
WMI |
| IRS (Federal) |
| Withholding summary of deposits and filings (semi-weekly) |
| 2/18/2009 |
| 2/18/2009 |
|
Corporate Income Tax/Franchise Tax/Gross Receipts Tax Filings:
|
|
|
|
|
|
|
|
|
|
Entity |
| Jurisdiction |
| Filing Description |
| Due Date |
| Date Filed |
|
|
|
|
|
|
|
|
|
|
|
WMI |
| Washington |
| Business and occupation tax return |
| 2/25/2009 |
| * |
|
* As part of the process of transitioning the tax reporting functions from JPM, WMI is working with the appropriate taxing authority to determine its B&O filing requirements. During this transition period, no B&O returns are being filed. If it is determined that a filing requirement exists, WMI will file the appropriate returns at that time.
|
Washington Mutual, Inc. |
MOR-4: Post Petition Accounts Payable Aging by Vendor |
Case No. 08-12229 (MFW) |
As of February 28, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Vendor |
| Current |
| 1 - 30 |
| 31 - 60 |
| 61- 90 |
| 91 and Over |
| Total |
| ||||||
|
|
|
|
|
|
| |||||||||||||
| |||||||||||||||||||
Akin, Gump, Strauss, Hauer & Feld LLP |
| $ | 1,332,292.10 |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | 1,332,292.10 |
|
Alvarez & Marsal |
|
| 1,967,039.41 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 1,967,039.41 |
|
AT&T |
|
| — |
|
| 12,750.00 |
|
| — |
|
| — |
|
| — |
|
| 12,750.00 |
|
Bowne of Los Angeles, Inc. |
|
| 239,552.46 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 239,552.46 |
|
Branch, Richards & Co., P.S. |
|
| 865.50 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 865.50 |
|
Chazen, Steven I. |
|
| 5,000.00 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 5,000.00 |
|
Davis Wright Tremaine LLP |
|
| 213,992.71 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 213,992.71 |
|
Depository Trust Company |
|
| 1,472.00 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 1,472.00 |
|
DLA Piper LLP (US) |
|
| 3,843.00 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 3,843.00 |
|
Fishman, Alan H. |
|
| 5,000.00 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 5,000.00 |
|
Frank, Stephen E. |
|
| 12,500.00 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 12,500.00 |
|
FTI Consulting, Inc. |
|
| 601,005.32 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 601,005.32 |
|
Gibson, Dunn & Crutcher LLP |
|
| 92,457.36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 92,457.36 |
|
Grant Thornton |
|
| 90,223.74 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 90,223.74 |
|
Intralinks |
|
| — |
|
| 6,841.11 |
|
| — |
|
| — |
|
| — |
|
| 6,841.11 |
|
John W. Wolfe, P.S. |
|
| 100,264.00 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 100,264.00 |
|
JPMorgan Chase Bank |
|
| — |
|
| 405,452.95 |
|
| — |
|
| — |
|
| — |
|
| 405,452.95 |
|
Kurtzman Carson Consultants LLC |
|
| 115,940.77 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 115,940.77 |
|
Leppert, Thomas C. |
|
| 5,000.00 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 5,000.00 |
|
Lifewise Assurance Company |
|
| 1,951.68 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 1,951.68 |
|
Lillis, Charles M. |
|
| 5,000.00 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 5,000.00 |
|
Martin, Colleen |
|
| 108.00 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 108.00 |
|
Matthews, Phillip D |
|
| 5,000.00 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 5,000.00 |
|
Mayer Brown LLP |
|
| 15,343.23 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 15,343.23 |
|
McKee Nelson LLP |
|
| 108,879.71 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 108,879.71 |
|
McQuade, Margaret Osmer |
|
| 5,000.00 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 5,000.00 |
|
Mellon Investor Services, LLC |
|
| 25,135.96 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 25,135.96 |
|
Merrill Communications LLC |
|
| — |
|
| 92,620.02 |
|
| — |
|
| — |
|
| — |
|
| 92,620.02 |
|
Miller & Chevalier |
|
| 56,407.50 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 56,407.50 |
|
Milliman |
|
| 3,997.50 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 3,997.50 |
|
Montoya, Regina T. |
|
| 5,000.00 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 5,000.00 |
|
Murphy, Michael K. |
|
| 5,000.00 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 5,000.00 |
|
Pacific Office Automation |
|
| 21,582.00 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 21,582.00 |
|
Pepper Hamilton LLP |
|
| 443,045.34 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 443,045.34 |
|
Perkins Coie LLP |
|
| 353,194.63 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 353,194.63 |
|
Reed,Jr., William G. |
|
| 5,000.00 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 5,000.00 |
|
Richards, Layton & Finger P.A. |
|
| 71,093.98 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 71,093.98 |
|
Shearman & Sterling LLP |
|
| 173,949.88 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 173,949.88 |
|
Simpson Thacher & Bartlett LLP |
|
| 233,122.63 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 233,122.63 |
|
Smith, Charles E. |
|
| 6,779.43 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 6,779.43 |
|
Smith, Orin C. |
|
| 5,000.00 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 5,000.00 |
|
Stever, James H. |
|
| 5,000.00 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 5,000.00 |
|
TERIS |
|
| 519.93 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 519.93 |
|
The Hartford |
|
| 8,657.51 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 8,657.51 |
|
Thomson Financial LLC |
|
| 7,978.67 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 7,978.67 |
|
Towers Perrin |
|
| 79,008.98 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 79,008.98 |
|
Update Legal |
|
| 184,212.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 184,212.00 |
|
Weil, Gotshal & Manges LLP |
|
| 2,608,104.04 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 2,608,104.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Total |
| $ | 9,229,520.97 |
| $ | 517,664.08 |
| $ | — |
| $ | — |
| $ | — |
| $ | 9,747,185.05 |
|
|
|
|
|
|
|
|
|
NOTES |
|
*Any holdback for professionals pursuant to their respective retention orders are included in “Current.” |
In re Washington Mutual, Inc., et al
Case No. 08-12229 (MFW)
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 postpetition tax returns been timely filed? If no, provide an explanation below. |
|
| X |
|
|
|
|
| 4. | Are workers compensation, general liability and other necessary insurance coverages 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 |
|
|
|
Explanations | |
|
|
1. | On February 5, 2009, WMI closed the sale of its LP interest in FTV I-III. WMI sold those assets pursuant to the Investment Sales Procedures for total consideration of approximately $10.4 million - $3.5 million in cash and $6.9 million in assumption of liabilities. |
|
|
2. | Pursuant to an order of the Bankruptcy Court dated October 8, 2008, the Debtors were authorized to continue using existing bank accounts and to open new debtor in possession bank accounts. |