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8-K Filing
Mr. Cooper (COOP) 8-KRegulation FD Disclosure
Filed: 1 Nov 10, 12:00am
In re Washington Mutual, Inc., et al. | Case No. 08-12229 (MFW) |
Reporting Period: 09-01-10 to 09-30-10 | |
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 |
/s/ John Maciel | October 29, 2010 | |
Signature of Authorized Individual* | Date | |
John Maciel | Chief Financial Officer | |
Printed Name of Authorized Individual | Title of Authorized Individual | |
In re Washington Mutual, Inc., et al Case No. 08-12229 (MFW) |
Washington Mutual, Inc., et al. | |
September 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 - 08/31/2010 | 262,161,433 | 3,679,643,697 | 4,665 | 750,150 | 25,959,700 | 4,889,943 | 3,973,409,588 | 53,656,904 | 219,137 | 53,876,041 | 4,027,285,629 |
Receipts | |||||||||||
Interest & investment returns | 45,889 | 644,085 | 1 | 131 | 3,965 | 224,822 | 918,893 | 9,392 | 6,401 | 15,793 | 934,686 |
Tax refunds | 14,206 | 14,206 | - | 14,206 | |||||||
Proceeds from BOLI surrender | 4,235,485 | 4,235,485 | - | 4,235,485 | |||||||
Other miscellaneous receipts | 1,085 | 1,085 | - | 1,085 | |||||||
Total Receipts | 45,889 | 644,085 | 1 | 131 | 3,965 | 4,475,599 | 5,169,670 | 9,392 | 6,401 | 15,793 | 5,185,463 |
Transfers | |||||||||||
Sweep to/(from) Money Market account | (5,000,000) | 5,000,000 | - | - | |||||||
Transfer (to)/from Wells Managed Account | - | - | - | ||||||||
Total Transfers | - | - | - | - | (5,000,000) | 5,000,000 | - | - | - | - | - |
Disbursements | |||||||||||
Salaries and benefits | 338,722 | 338,722 | - | 338,722 | |||||||
Travel and other expenses | 11,925 | 11,925 | - | 11,925 | |||||||
Occupancy and supplies | 91,407 | 91,407 | - | 91,407 | |||||||
Professional fees | 4,300,659 | 4,300,659 | - | 4,300,659 | |||||||
Other outside services | 1,410,282 | 1,410,282 | - | 1,410,282 | |||||||
Bank fees | 31,933 | 31,933 | - | 31,933 | |||||||
US Trustee quarterly Fees | - | - | - | - | |||||||
Directors fees | 60,000 | 60,000 | - | 60,000 | |||||||
Transfer to Tax Refund Escrow Account | 418,725 | 418,725 | - | 418,725 | |||||||
Total Disbursements | - | - | - | - | 6,663,652 | 6,663,652 | - | - | - | 6,663,652 | |
Net Cash Flow | 45,889 | 644,085 | 1 | 131 | (4,996,035) | 2,811,947 | (1,493,982) | 9,392 | 6,401 | 15,793 | (1,478,189) |
Cash - End of Month | 262,207,322 | 3,680,287,782 | 4,666 | 750,281 | 20,963,665 | 7,701,890 | 3,971,915,606 | 53,666,296 | 225,538 | 53,891,834 | 4,025,807,440 |
GL Balance | 262,207,322 | 3,680,287,781 | 4,666 | 750,281 | 20,963,665 | 7,701,890 | 3,971,915,605 | 53,666,296 | 225,538 | 53,891,834 | 4,025,807,439 |
Net value - short-term securities | 563,535,177 | 221,782,101 | 785,317,278 | ||||||||
Total Cash & Cash Equivalents | 4,535,450,782 | 275,673,934 | 4,811,124,717 |
In re Washington Mutual, Inc., et al. Case No. 08-12229 (MFW) |
Case No. 08-12229 (MFW) | |
Washington Mutual, Inc., et al | |
MOR-1B: Schedule of Professional Fees Paid | |
Month Ended September 30, 2010 |
Check | Amount Paid - Sep'10 | Amount Paid CTD | ||||||||||||
Payee | Period Covered | Number | Date | Fees | Expense | Fees | Expense | |||||||
Akin, Gump, Strauss, Hauer & Feld LLP | 07/01/10 - 07/31/10 | Wire | 09/23/10 | $ 584,621.60 | $ 24,043.17 | $13,887,636.78 | $ 413,990.91 | |||||||
Alvarez & Marsal | 08/01/10 - 08/31/10 | Wire | 09/23/10 | 2,001,315.75 | 84,427.52 | 45,809,760.74 | 2,140,019.89 | |||||||
Ashby & Geddes, P.A. | 07/01/10 - 07/31/10 | Wire | 09/23/10 | 59,304.00 | 8,373.37 | 484,237.10 | 53,772.12 | |||||||
Benesch, Friedlander, Coplan & Aronoff | - | - | 24,742.50 | 1,677.26 | ||||||||||
Blackstone Advisory Partners LLP | - | - | 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 | - | - | 700,292.00 | 24,518.93 | ||||||||||
Elliott Greenleaf | - | - | 697,371.45 | 48,440.68 | ||||||||||
FTI Consulting, Inc. | 06/01/10 - 07/31/10 | Wires | 09/02/10, 09/30/10 | 294,094.00 | 19,664.75 | 5,482,828.55 | 58,047.35 | |||||||
Gibson, Dunn & Crutcher LLP | - | - | 728,351.75 | 13,735.17 | ||||||||||
Grant Thornton | - | - | 457,536.00 | 39,407.93 | ||||||||||
Joele Frank, Wilkinson Brimmer Katcher | 08/01/10 - 08/31/10 | 2866 | 09/16/10 | 3,442.50 | 282.65 | 188,790.01 | 17,530.82 | |||||||
John W. Wolfe, P.S. | 07/01/10 - 07/31/10 | Wire | 09/16/10 | 132,914.60 | 235.99 | 2,564,390.70 | 7,333.92 | |||||||
Kurtzman Carson Consultants LLC | 08/01/10 - 08/31/10 | Wire | 09/23/10 | 36,655.22 | 79,406.42 | 2,099,185.39 | 1,890,951.97 | |||||||
McKee Nelson LLP / Bingham McCutchen LLP | 06/01/10 - 06/30/10 | Wire | 09/16/10 | 15,148.00 | 55,728.75 | 2,632,746.18 | 269,254.53 | |||||||
Miller & Chevalier Chartered | 06/01/10 - 06/30/10 | Wire | 09/16/10 | 117,870.40 | 1,428.23 | 775,449.76 | 4,057.34 | |||||||
Milliman | - | - | 29,697.49 | - | ||||||||||
Pepper Hamilton LLP | 07/01/10 - 07/31/10 | Wire | 09/30/10 | 66,460.00 | 6,355.91 | 2,228,229.63 | 119,137.76 | |||||||
Perkins Coie LLP | 06/01/10 - 06/30/10 | Wire | 09/16/10 | 111,846.40 | 11,273.00 | 2,263,296.24 | 109,865.97 | |||||||
Peter J. Solomon Company | - | - | 631,250.00 | 2,351.94 | ||||||||||
PricewaterhouseCoopers LLP | - | - | 2,066,910.00 | 184,532.35 | ||||||||||
Quinn Emanuel Urquhart Oliver & Hedges | - | - | 10,260,657.75 | 321,031.66 | ||||||||||
Richards, Layton & Finger P.A. | 06/01/10 - 06/30/10 | Wire | 09/16/10 | 118,688.00 | 20,340.57 | 860,831.20 | 108,664.61 | |||||||
Shearman & Sterling LLP | 07/01/10 - 07/31/10 | 2873 | 09/16/10 | 9,590.00 | 6.72 | 1,140,788.46 | 18,981.14 | |||||||
Silverstein & Pomerantz, LLP | - | - | 21,932.50 | 77.53 | ||||||||||
Simpson Thacher & Bartlett LLP | - | - | 488,804.25 | 12,472.13 | ||||||||||
Susman Godfrey LLP | 06/01/10 - 07/31/10 | Wire | 09/30/10 | 381,520.40 | 20,620.58 | 706,877.90 | 25,408.91 | |||||||
Towers Watson Pennsylvania Inc. | 07/01/10 - 09/30/10 | 2875 | 09/16/10 | 35,000.00 | - | 425,569.38 | - | |||||||
Venable LLP | - | - | 825,235.16 | 34,992.10 | ||||||||||
Weil, Gotshal & Manges LLP | - | - | 25,366,853.11 | 614,622.81 | ||||||||||
Total | $ 3,968,470.87 | $ 332,187.63 | $ 125,546,917.86 | $ 6,538,286.20 |
Check | Amount Paid - Sep'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) |
September 2010 Monthly Operating Report -- UNAUDITED | |
MOR 2 Statement of Operations for the period 09/1/10 to 09/30/10 |
Washington Mutual, Inc. | WMI Investment Corp. | |||||||||
September 2010 | Cumulative to Date | September 2010 | Cumulative to Date | |||||||
Revenues: | ||||||||||
Interest income: | ||||||||||
Cash equivalents | 775,421 | 18,148,752 | 44,215 | 967,362 | ||||||
Securities | 235,271 | 6,164,212 | - | 2,976,201 | ||||||
Notes receivable - intercompany | 49,576 | 1,550,960 | - | 1 | ||||||
Other | 104 | 1,031,979 | - | - | ||||||
Total interest income | 1,060,372 | 26,895,905 | 44,215 | 3,943,564 | ||||||
Earnings (losses) from subsidiaries and other equity investments | (1,702,325) | (179,432,121) | (41,563) | (5,703,967) | ||||||
Gains (losses) from securities / investments | (16,381) | (10,097,922) | - | (112,258,648) | ||||||
Other income | 102,086 | 4,489,853 | - | (0) | ||||||
Total revenues | (556,247) | (158,144,286) | 2,652 | (114,019,052) | ||||||
Operating expenses: | ||||||||||
Compensation and benefits | 460,084 | 10,394,464 | - | - | ||||||
Occupancy and equipment | 79,577 | 2,134,663 | - | - | ||||||
Professional fees | 203,005 | 13,901,718 | - | 148 | ||||||
Loss / (Income) from BOLI/COLI policies | (1,635,497) | (9,658,924) | - | - | ||||||
Management fees / Transition services | 20,000 | 2,264,560 | - | - | ||||||
Insurance | 187,500 | 17,079,204 | - | - | ||||||
Other | 101,705 | 3,333,185 | 14,541 | 567,304 | ||||||
Total operating expenses | (583,627) | 39,448,870 | 14,541 | 567,453 | ||||||
Net profit (loss) before other income | ||||||||||
and expenses | 27,380 | (197,593,156) | (11,890) | (114,586,504) | ||||||
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 | 27,380 | (142,565,156) | (11,890) | (114,586,504) | ||||||
Reorganization items: | ||||||||||
Professional fees | 9,224,255 | 144,846,526 | - | 322,043 | ||||||
Claims Adjustments | 71,128,991 | 95,703,000 | - | - | ||||||
US Trustee quarterly fees | 10,000 | 173,000 | - | 11,700 | ||||||
Gains (losses) from sale of assets | - | - | - | - | ||||||
Other reorganization expenses | 1,321,229 | 14,326,869 | - | - | ||||||
Total reorganization items | 81,684,475 | 255,049,395 | - | 333,743 | ||||||
Net profit (loss) before income taxes | (81,657,096) | (397,614,551) | (11,890) | (114,920,247) | ||||||
Income taxes | - | 4,050 | - | - | ||||||
Net profit (loss) | (81,657,096) | (397,618,601) | (11,890) | (114,920,247) | ||||||
Income tax rate | 0.0% | 0.0% | 0.0% | 0.0% |
Washington Mutual, Inc., et al. | Case No. 08-12229 (MFW) |
September 2010 Monthly Operating Report -- UNAUDITED | |
MOR 3 Balance Sheet as of 09/30/2010 and 9/26/2008 |
Washington Mutual, Inc. | WMI Investment Corp. | |||||||||
9/30/2010 | 9/26/08 | 9/30/2010 | 9/26/08 | |||||||
Assets: | ||||||||||
Unrestricted cash and cash equivalents | 4,535,450,782 | 4,018,083,009 | 275,673,934 | 52,974,376 | ||||||
Restricted cash and cash equivalents | 88,899,489 | 145,668,884 | - | - | ||||||
Investment securities | 74,442,545 | 59,688,627 | - | 266,444,881 | ||||||
Accrued interest receivable | 829,401 | 413,253 | 4,705 | 4,084,658 | ||||||
Income tax receivable | 475,913,725 | 742,680,150 | 22,187,560 | 22,187,560 | ||||||
Prepaid expenses | 2,346,518 | 11,311,510 | - | - | ||||||
Cash surrender value of BOLI/COLI | 41,238,040 | 84,039,738 | - | - | ||||||
Funded Pension | 39,173,922 | 638,870,071 | - | - | ||||||
Other investments | - | 23,668,909 | 57,705,002 | 65,952,708 | ||||||
Investment in subsidiaries | 1,484,544,272 | 1,895,218,467 | - | - | ||||||
Notes receivable - intercompany | 12,941,082 | 58,001,133 | 565,844,197 | 565,844,197 | ||||||
Fixed Assets | 174,502 | - | - | - | ||||||
Other assets | 98,246,105 | 23,489,277 | - | - | ||||||
Total assets | 6,854,200,383 | 7,701,133,028 | 921,415,399 | 977,488,380 | ||||||
Liabilities not subject to compromise (Postpetition): | ||||||||||
Accounts payable | 12,292,513 | - | - | - | ||||||
Accrued wages and benefits | 1,169,175 | - | - | - | ||||||
Other accrued liabilities | 14,020,492 | - | 14,825 | - | ||||||
Minority interest | 1,114,967 | 3,104,022 | - | - | ||||||
Total post-petition liabilities | 28,597,147 | 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 | - | - | ||||||
CCB Trust Preferred | 69,554,647 | - | - | - | ||||||
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 | 386,847,225 | 407,215,221 | - | - | ||||||
Other accrued liabilities | 77,473,621 | 92,259,015 | - | - | ||||||
Other pre-petition liabilities | 198 | 223 | - | - | ||||||
Total pre-petition liabilities | 8,337,781,975 | 8,278,878,868 | - | - | ||||||
Total liabilities | 8,366,379,122 | 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 | (753,463,681) | (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 | (397,618,601) | - | (114,920,247) | - | ||||||
Total shareholders' equity | (1,512,178,739) | (580,849,862) | 921,400,574 | 977,488,380 | ||||||
Total liabilities and shareholder's equity | 6,854,200,383 | 7,701,133,028 | 921,415,399 | 977,488,380 |
In re Washington Mutual, Inc., et al. Case No. 08-12229 (MFW) |
● | 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 Depos itary 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 ministerial actions attendant to the Conditional Exchange. Note 3: Restricted Cash and Cash Equivalents WMI’s restricted cash and cash equivalents of $89 million includes $34 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 $2 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 fort h 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) 69.6438%/30.357%, respecti vely. 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 11.964% of refunds attributable to the Act, subject to a cap of $335 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. On September 7, 2010, the Bankruptcy Court approved certain settlements with the Internal Revenue Service (IRS), which settle approximately $5.2 billion (including interest) of the estimated $5.5 - $5.8 billion of expected refunds to be received. Approximately $4.6 billion of the settled refund amounts remained subject to review by the U.S. Congress Joint Committee on Taxation (the "Joint Committee"). The Joint Committee completed its review and on September 27, 2010 communicated to WMI that it had taken no exception to the conclusions reached by the IRS. On October 7, 2010, the U.S. Department of Treasury paid approximately $4.77 billion of the expected refunds into a segregated escrow account that was established by WMI, JPMorgan and the FDIC, as receiver for Washington Mutual Bank, with Wells Fargo Bank, National Association, as escrow agent (the “Escrow Agent”). WMI expects that the balance of the expected refunds will be paid in the near term. The refunds, together with any interest and income relating thereto, shall remain in the escrow account until (a)(i) the effective date of the Settlement Agreement, and (ii) the receipt by the Escrow Agent of a joint written notice from an authorized officer of each of WMI, JPMorgan and the FDIC Receiver, (b) the mutual agreement of WMI, JPMorgan and the FDIC, which agreement is approved by an order of the Bankruptcy Court, or (c) entry of a fi nal order by a court of competent jurisdiction that determines the ownership of the refunds between WMI, JPMorgan and the FDIC. No 2010 provision or benefit from income taxes has been recorded as the NOL carry forward amounts from prior years are expected to be sufficient to offset income during the reported period. Income tax expense contains minimum taxes paid in certain states. |
Note 7: Allowed Claims Pursuant to certain Guarantee Agreements, each dated as of November 1, 2007, WMI guaranteed WMB’s payment of obligations and liabilities with respect to certain junior subordinated deferrable interest debentures acquired by HFC Capital Trust I, CCB Capital Trust IV, CCB Capital Trust V, CCB Capital Trust VI, CCB Capital Trust VII, CCB Capital Trust VIII and CCB Capital Trust IX. The pre-petition principal and interest guaranteed by WMI is $69.5 million. Note 8: 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. |
September 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 | 26,397.00 | - | 52,895.00 | (52,720.00) | 26,572.00 | - | |||||
FICA -- Employee | 4,056.56 | - | 7,394.72 | (7,844.14) | 3,607.14 | - | |||||
FICA -- Employer | 4,056.56 | 49,027.58 | - | (49,477.00) | 3,607.14 | - | |||||
Unemployment | - | 448.00 | - | - | 448.00 | - | |||||
Income | * | - | - | - | - | - | - | ||||
Other | - | - | - | - | - | - | |||||
Total Federal | 34,510.12 | 49,475.58 | 60,289.72 | (110,041.14) | 34,234.28 | - | - | - | - | - | |
State and Local | |||||||||||
WA Withholding | n/a | - | - | - | - | - | |||||
WA Disability | 800.08 | 223.10 | 159.74 | - | 1,182.92 | ||||||
WA Unemployment | - | - | - | - | - | ||||||
Sales/Use | ** | - | - | - | - | - | |||||
Real Property | n/a | - | - | - | - | - | |||||
Personal Property | n/a | - | - | - | - | - | |||||
Other | 2,137.30 | 1,098.12 | - | - | 3,235.42 | ||||||
- | - | ||||||||||
Total State and Local | 2,937.38 | 1,321.22 | 159.74 | - | 4,418.34 | - | - | - | - | - | |
Total Taxes | 37,447.50 | 50,796.80 | 60,449.46 | (110,041.14) | 38,652.62 | - | - | - | - | - | |
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 9/1/2010 through 9/30/2010 |
Property Tax Filings: | ||||
No property tax returns were filed during the period 9/1/2010 through 9/30/2010. | ||||
Sales/Use Tax Filings: | ||||
No sales/use tax returns were filed during the period 9/1/2010 through 9/30/2010. | ||||
Payroll Tax Filings: | ||||
Entity | Jurisdiction | Filing Description | Due Date | Date Filed |
WMI | IRS (Federal) | Withholding summary of deposits and filings (semi-monthly) | 9/03/2010 | 9/03/2010 |
WMI | IRS (Federal) | Withholding summary of deposits and filings (semi-monthly) | 9/15/2010 | 9/15/2010 |
WMI | IRS (Federal) | Withholding summary of deposits and filings (semi-monthly) | 9/22/2010 | 9/22/2010 |
WMI | IRS (Federal) | Withholding summary of deposits and filings (semi-monthly) | 9/29/2010 | 9/29/2010 |
Corporate Income Tax/Franchise Tax/Gross Receipts Tax Filings: | ||||
Entity | Jurisdiction | Filing Description | Due Date | Date Filed |
WMI & Subs | IRS (Federal) | Corporation income tax return | 9/15/2010 | 9/15/2010 |
Case No. 08-12229 (MFW) | |
Washington Mutual, Inc., et al | |
MOR-4: Post Petition Accounts Payable Aging by Vendor | |
As of September 30, 2010 |
Vendor | Current * | 31 - 60 | 61- 90 | 91 and Over | Total | |||||
Akin, Gump, Strauss, Hauer & Feld LLP | $ 941,640.99 | $- | $- | $- | $ 941,640.99 | |||||
Ashby & Geddes, P.A. | 95,000.81 | - | - | - | 95,000.81 | |||||
AT&T | 2,523.19 | - | - | - | 2,523.19 | |||||
Bass, Berry & Sims | 60.00 | - | - | - | 60.00 | |||||
Bingham McCutchen LLP / McKee Nelson LLP | 23,948.02 | - | - | - | 23,948.02 | |||||
Blackstone Advisory Partners LLP | 59,356.43 | - | - | - | 59,356.43 | |||||
Cole, Schotz, Meisel, Forman & Leanoard | 32,292.86 | - | - | - | 32,292.86 | |||||
Davis Wright Tremaine LLP | 4,215.22 | - | - | - | 4,215.22 | |||||
Elliott Greenleaf | 5,975.80 | - | - | - | 5,975.80 | |||||
Epiq Bankruptcy Solutions, LLC | 11,106.96 | - | - | - | 11,106.96 | |||||
FTI Consulting, Inc. | 73,523.50 | - | - | - | 73,523.50 | |||||
John W. Wolfe, P.S. | 188,460.99 | - | - | - | 188,460.99 | |||||
McKenna Long & Aldridge | 1,776,117.76 | - | - | - | 1,776,117.76 | |||||
Merrill Communications LLC | 24,797.51 | - | - | - | 24,797.51 | |||||
Miller & Chevalier Chartered | 38,185.60 | - | - | - | 38,185.60 | |||||
Pepper Hamilton LLP | 72,025.99 | - | - | - | 72,025.99 | |||||
Perkins Coie LLP | 27,961.60 | - | - | - | 27,961.60 | |||||
Peter J. Solomon Company | 530,758.29 | - | - | - | 530,758.29 | |||||
Quinn Emanuel Urquhart Oliver & Hedges | 1,302,449.47 | - | - | - | 1,302,449.47 | |||||
Richards, Layton & Finger P.A. | 242,878.97 | - | - | - | 242,878.97 | |||||
Shearman & Sterling LLP | 24,176.52 | - | - | - | 24,176.52 | |||||
Simpson Thacher & Bartlett LLP | 13,560.94 | - | - | - | 13,560.94 | |||||
Susman Godfrey LLP | 156,524.23 | - | - | - | 156,524.23 | |||||
Weil, Gotshal & Manges LLP | 6,626,521.57 | - | - | - | 6,626,521.57 | |||||
Z7 Networks, LLC | 18,449.89 | - | - | - | 18,449.89 | |||||
Total | $ 12,292,513.11 | $- | $- | $- | $ 12,292,513.11 | |||||
NOTES |
*Any holdback for professionals pursuant to their respective retention orders are included in “Current.” |
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 |
Company | Bank | Account Number | ||
WMI | Wells Fargo Bank, N.A. | xxxx3500 |