Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Mr. Cooper Group Inc. | mm02-0210_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: 12-01-09 to 12-31-09
|
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
|
February 1, 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. 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. Further, claims have been
filed in the bankruptcy case 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
|
Case
No. 08-12229 (MFW)
|
|
December
2009 Monthly Operating Report -- UNAUDITED
|
|
|
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 - 11/30/2009
|
261,877,567
|
3,675,353,241
|
4,660
|
749,341
|
1,939,941
|
2,655,066
|
3,942,579,816
|
53,598,836
|
580,531
|
54,179,367
|
3,996,759,183
|
|
Receipts
|
|||||||||||
|
Interest
& investment returns
|
7,051
|
425,975
|
-
|
17
|
2,561
|
1,750,388
|
2,185,991
|
1,208
|
8,720
|
9,928
|
2,195,919
|
|
Tax
refunds
|
1,167,576
|
1,167,576
|
-
|
1,167,576
|
|||||||
|
Reimbursements/distributions
from subs
|
5,217,395
|
5,217,395
|
-
|
5,217,395
|
|||||||
|
Sales
of assets/securities
|
-
|
-
|
-
|
-
|
|||||||
|
Life
insurance proceeds
|
-
|
-
|
-
|
||||||||
|
Other
miscellaneous receipts
|
276
|
276
|
-
|
276
|
|||||||
|
Total
Receipts
|
7,051
|
425,975
|
-
|
17
|
2,561
|
8,135,635
|
8,571,238
|
1,208
|
8,720
|
9,928
|
8,581,167
|
|
Transfers
|
|||||||||||
|
Sweep
to/(from) Money Market account
|
(5,000,000)
|
5,000,000
|
-
|
-
|
-
|
-
|
|||||
|
Transfer
(to)/from Wells Managed Account
|
25,000,000
|
-
|
25,000,000
|
(500,000)
|
(500,000)
|
24,500,000
|
|||||
|
Total
Transfers
|
-
|
-
|
-
|
-
|
20,000,000
|
5,000,000
|
25,000,000
|
-
|
(500,000)
|
(500,000)
|
24,500,000
|
|
Disbursements
|
|||||||||||
|
Salaries
and benefits
|
311,786
|
311,786
|
-
|
-
|
-
|
311,786
|
|||||
|
Travel
and other expenses
|
26,973
|
26,973
|
-
|
-
|
-
|
26,973
|
|||||
|
Occupancy
and supplies
|
103,683
|
103,683
|
-
|
-
|
-
|
103,683
|
|||||
|
Professional
fees
|
8,521,103
|
8,521,103
|
-
|
-
|
-
|
8,521,103
|
|||||
|
Other
outside services
|
908,167
|
908,167
|
-
|
-
|
-
|
908,167
|
|||||
|
Bank
fees
|
23,767
|
23,767
|
-
|
-
|
-
|
23,767
|
|||||
|
US
Trustee quarterly Fees
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||
|
Directors
fees
|
60,000
|
60,000
|
-
|
-
|
-
|
60,000
|
|||||
|
Taxes
paid
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||
|
Total
Disbursements
|
-
|
-
|
-
|
-
|
9,955,479
|
9,955,479
|
-
|
-
|
-
|
9,955,479
|
|
|
Net
Cash Flow
|
7,051
|
425,975
|
-
|
17
|
20,002,561
|
3,180,156
|
23,615,760
|
1,208
|
(491,280)
|
(490,072)
|
23,125,688
|
|
Cash
- End of Month
|
261,884,618
|
3,675,779,216
|
4,660
|
749,358
|
21,942,502
|
5,835,222
|
3,966,195,576
|
53,600,044
|
89,251
|
53,689,295
|
4,019,884,871
|
|
GL
Balance
|
261,884,618
|
3,675,779,216
|
4,660
|
749,358
|
21,942,502
|
5,835,222
|
3,966,195,575
|
53,600,044
|
89,251
|
53,689,295
|
4,019,884,870
|
|
Net
value - short-term securities
|
613,050,458
|
221,572,428
|
834,622,886
|
||||||||
|
Total
Cash & Cash Equivalents
|
4,579,246,033
|
275,261,723
|
4,854,507,757
|
||||||||
In
re Washington Mutual, Inc., et al
Case No. 08-12229 (MFW)
Washington Mutual,
Inc., et
al Case No. 08-12229 (MFW)
December
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
except that certain account ending in 9626 (the “Excluded Account”). 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 WaMu deposit
platform to the Chase deposit platform. Since the transition began, JPMorgan has
only provided the Debtors with bank account statements for certain months. We
have not received a bank statement for the period covered by this MOR for the
Excluded Account. Therefore, we are unable to reconcile information related to
the Excluded Account against a related bank statement. We have continued to
record interest income on the account consistent with prior practice and based
on existing agreement with JPMorgan.
|
/s/
John Maciel
|
|
|
John
Maciel
|
|
|
Chief
Financial Officer
|
|
|
Washington
Mutual, Inc.
|
|
Case
No. 08-12229 (MFW)
|
|
|
Washington Mutual, Inc.
|
|
|
MOR-1B:
Schedule of Professional Fees Paid
|
|
|
Month
Ended Dec 31, 2009
|
|
|
Check
|
Amount
Paid - Dec'09*
|
Amount
Paid CTD
|
||||||||||||||||||||
|
Payee
|
Period
Covered
|
Number
|
Date
|
Fees
|
Expense
|
Fees
|
Expense
|
|||||||||||||||
|
Akin,
Gump, Strauss, Hauer & Feld LLP
|
06/01/09
- 10/31/09
|
Wire
|
12/23/09
|
$ | 1,025,639.41 | $ | - | $ | 8,364,597.06 | $ | 254,678.63 | |||||||||||
|
Alvarez
& Marsal
|
11/01/09
- 11/30/09
|
Wire
|
12/23/09
|
1,711,148.80 | 79,392.97 | 28,670,401.14 | 1,416,628.12 | |||||||||||||||
|
CONSOR
Intellectual Asset Management
|
- | - | 255,318.00 | 3,249.00 | ||||||||||||||||||
|
CP
Energy Group, LLC
|
06/01/09
- 10/31/09
|
2054
|
12/23/09
|
20,062.17 | - | 91,347.88 | 159.47 | |||||||||||||||
|
Davis
Wright Tremaine LLP
|
06/01/09
- 09/30/09
|
1997, 2035, 2055 |
12/03/09,
12/17/09, 12/23/09
|
19,333.40 | 4,767.60 | 655,823.00 | 24,499.50 | |||||||||||||||
|
Elliott
Greenleaf
|
06/01/09
- 09/30/09
|
Wires
|
12/10/09,
12/23/09
|
124,503.30 | 3,400.05 | 339,178.50 | 26,210.07 | |||||||||||||||
|
FTI
Consulting, Inc.
|
06/01/09
- 10/31/09
|
Wire
|
12/23/09
|
541,435.00 | - | 3,734,191.10 | 30,564.29 | |||||||||||||||
|
Gibson,
Dunn & Crutcher LLP
|
09/01/09
- 09/30/09
|
2056 |
12/23/09
|
5,277.20 | - | 587,959.75 | 10,074.98 | |||||||||||||||
|
Grant
Thornton
|
07/01/09
- 10/31/09
|
2057 |
12/23/09
|
57,604.20 | - | 345,121.20 | 30,827.73 | |||||||||||||||
|
Joele
Frank, Wilkinson Brimmer Katcher
|
4,917.50 | 448.29 | 136,692.50 | 9,082.55 | ||||||||||||||||||
|
John
W. Wolfe, P.S.
|
06/01/09
- 10/31/09
|
Wire
|
12/23/09
|
219,840.60 | - | 837,471.00 | 1,212.29 | |||||||||||||||
|
Kurtzman
Carson Consultants LLC
|
46,488.65 | - | 1,302,995.62 | - | ||||||||||||||||||
|
McKee
Nelson LLP / Bingham McCutchen LLP
|
06/01/09
- 10/31/09
|
Wires
|
12/23/09,
12/28/09
|
344,721.15 | 5,254.66 | 1,660,849.95 | 33,955.40 | |||||||||||||||
|
Miller
& Chevalier Chartered
|
10/01/09
- 10/31/09
|
2066 |
12/23/09
|
29,198.80 | - | 227,859.74 | 96.43 | |||||||||||||||
|
Milliman
|
- | - | 29,697.49 | - | ||||||||||||||||||
|
Pepper
Hamilton LLP
|
06/01/09
- 10/31/09
|
Wire
|
12/23/09
|
154,643.11 | - | 1,617,545.63 | 75,597.15 | |||||||||||||||
|
Perkins
Coie LLP
|
05/01/09
- 09/30/09
|
Wire
|
12/23/09
|
129,957.69 | - | 1,325,265.64 | 56,961.95 | |||||||||||||||
|
PricewaterhouseCoopers
LLP
|
09/01/09
- 09/30/09
|
Wire
|
12/23/09
|
146,161.20 | 7,643.60 | 1,343,958.80 | 160,325.59 | |||||||||||||||
|
Quinn
Emanuel Urquhart Oliver & Hedges
|
06/01/09
- 09/30/09
|
Wires
|
12/10/09,
12/17/09, 12/23/09
|
1,916,441.60 | 46,840.44 | 4,713,558.00 | 131,924.07 | |||||||||||||||
|
Richards,
Layton & Finger P.A.
|
06/01/09
- 10/31/09
|
Wires
|
12/03/09,
12/23/09, 12/30/09
|
72,176.80 | 10,426.58 | 344,412.40 | 40,484.74 | |||||||||||||||
|
Shearman
& Sterling LLP
|
06/01/09
- 10/31/09
|
2047, 2068, 2083 |
12/17/09,
12/23/09, 12/30/09
|
131,948.00 | 56.42 | 844,340.20 | 16,833.31 | |||||||||||||||
|
Silverstein
& Pomerantz, LLP
|
08/01/09
- 10/31/09
|
2084 |
12/30/09
|
5,000.00 | - | 14,826.00 | 77.53 | |||||||||||||||
|
Simpson
Thacher & Bartlett LLP
|
08/01/09
- 09/30/09
|
2069 |
12/23/09
|
17,110.90 | - | 437,584.25 | 11,028.77 | |||||||||||||||
|
Towers,
Perrin, Forster & Crosby, Inc.
|
- | - | 80,901.43 | - | ||||||||||||||||||
|
Weil,
Gotshal & Manges LLP
|
04/01/09
- 08/31/09
|
Wires
|
12/17/09,
12/23/09
|
1,625,679.20 | 13,583.38 | 13,854,116.00 | 364,206.67 | |||||||||||||||
|
Total
|
$ | 8,349,288.68 | $ | 171,813.99 | $ | 71,816,012.28 | $ | 2,698,678.24 | ||||||||||||||
|
*
Interim fee applications and multiple invoices were paid during this
period.
|
|
Washington
Mutual, Inc., et al
|
Case
No. 08-12229 (MFW)
|
|
December
2009 Monthly Operating Report -- UNAUDITED
|
|
|
MOR 2 Statement of
Operations for the period 12/1/09 to 12/31/09
|
|
Washington
Mutual, Inc.
|
WMI
Investment Corp.
|
|||||||||
|
December
2009
|
Cumulative
to Date
|
December
2009
|
Cumulative
to Date
|
|||||||
|
Revenues:
|
||||||||||
|
Interest
income:
|
||||||||||
|
Cash
equivalents
|
603,130
|
12,334,683
|
35,506
|
610,363
|
||||||
|
Securities
|
272,435
|
3,953,976
|
-
|
2,976,201
|
||||||
|
Notes
receivable - intercompany
|
97,411
|
1,120,749
|
-
|
1
|
||||||
|
Other
|
150
|
1,030,661
|
-
|
-
|
||||||
|
Total
interest income
|
973,125
|
18,440,069
|
35,506
|
3,586,565
|
||||||
|
Earnings
(losses) from subsidiaries and other
|
||||||||||
|
equity
investments
|
11,802,650
|
(190,951,702)
|
18,710,314
|
(5,012,489)
|
||||||
|
Gains
(losses) from securities / investments
|
5,434
|
(10,455,772)
|
-
|
(112,282,081)
|
||||||
|
Other
income
|
(135,964)
|
2,541,834
|
-
|
(0)
|
||||||
|
Total
revenues
|
12,645,246
|
(180,425,572)
|
18,745,820
|
(113,708,005)
|
||||||
|
Operating
expenses:
|
||||||||||
|
Compensation
and benefits
|
507,872
|
6,194,691
|
-
|
-
|
||||||
|
Occupancy
and equipment
|
96,782
|
1,309,087
|
-
|
-
|
||||||
|
Professional
fees
|
97,520
|
8,163,546
|
-
|
148
|
||||||
|
Loss
/ (Income) from BOLI/COLI policies
|
(436,247)
|
(6,417,960)
|
-
|
-
|
||||||
|
Management
fees / Transition services
|
70,000
|
2,121,012
|
-
|
-
|
||||||
|
Insurance
|
225,000
|
15,195,167
|
-
|
-
|
||||||
|
Other
|
136,726
|
1,652,143
|
14,389
|
437,209
|
||||||
|
Total
operating expenses
|
697,653
|
28,217,686
|
14,389
|
437,357
|
||||||
|
Net
profit (loss) before other income
|
||||||||||
|
and
expenses
|
11,947,593
|
(208,643,258)
|
18,731,431
|
(114,145,363)
|
||||||
|
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
|
11,947,593
|
(153,615,258)
|
18,731,431
|
(114,145,363)
|
||||||
|
Reorganization
items:
|
||||||||||
|
Professional
fees
|
4,403,957
|
78,879,060
|
300,000
|
300,000
|
||||||
|
Claims
Adjustments
|
10,047,217
|
10,047,217
|
-
|
-
|
||||||
|
US
Trustee quarterly fees
|
-
|
93,000
|
-
|
6,175
|
||||||
|
Gains
(losses) from sale of assets
|
-
|
-
|
-
|
-
|
||||||
|
Other
reorganization expenses
|
284,964
|
8,396,913
|
-
|
-
|
||||||
|
Total
reorganization items
|
14,736,138
|
97,416,191
|
300,000
|
306,175
|
||||||
|
Net
profit (loss) before income taxes
|
(2,788,545)
|
(251,031,449)
|
18,431,431
|
(114,451,538)
|
||||||
|
Income
taxes
|
-
|
50
|
-
|
-
|
||||||
|
Net
profit (loss)
|
(2,788,545)
|
(251,031,499)
|
18,431,431
|
(114,451,538)
|
||||||
|
Income
tax rate
|
0.0%
|
0.0%
|
0.0%
|
0.0%
|
||||||
|
Washington
Mutual, Inc., et al
|
Case
No. 08-12229 (MFW)
|
|||||||||||||
|
December
2009 Monthly Operating Report -- UNAUDITED
|
||||||||||||||
|
MOR 3 Balance Sheet as
of 12/31/2009 and 9/26/2008
|
||||||||||||||
|
Washington
Mutual, Inc.
|
WMI
Investment Corp.
|
|||||||||||||
|
12/31/09
|
9/26/08
|
12/31/09
|
9/26/08
|
|||||||||||
|
Assets:
|
||||||||||||||
|
Unrestricted
cash and cash equivalents
|
4,579,246,033
|
4,018,083,009
|
275,261,723
|
52,974,376
|
||||||||||
|
Restricted
cash and cash equivalents
|
94,375,680
|
145,668,884
|
-
|
-
|
||||||||||
|
Investment
securities
|
69,993,964
|
59,688,627
|
-
|
266,444,881
|
||||||||||
|
Accrued
interest receivable
|
762,947
|
413,253
|
-
|
4,084,658
|
||||||||||
|
Income
tax receivable
|
476,143,556
|
742,680,150
|
22,187,560
|
22,187,560
|
||||||||||
|
Prepaid
expenses
|
3,785,524
|
11,311,510
|
-
|
-
|
||||||||||
|
Cash
surrender value of BOLI/COLI
|
89,246,363
|
84,039,738
|
-
|
-
|
||||||||||
|
Funded
Pension
|
39,173,922
|
638,870,071
|
-
|
-
|
||||||||||
|
Other
investments
|
-
|
23,668,909
|
58,890,626
|
65,952,708
|
||||||||||
|
Investment
in subsidiaries
|
1,474,034,858
|
1,895,218,467
|
-
|
-
|
||||||||||
|
Notes
receivable - intercompany
|
12,510,871
|
58,001,133
|
565,844,197
|
565,844,197
|
||||||||||
|
Fixed
Assets
|
92,029
|
-
|
-
|
-
|
||||||||||
|
Other
assets
|
96,035,756
|
23,489,277
|
-
|
-
|
||||||||||
|
Total
assets
|
6,935,401,506
|
7,701,133,028
|
922,184,108
|
977,488,380
|
||||||||||
|
Liabilities
not subject to compromise (Postpetition):
|
||||||||||||||
|
Accounts
payable
|
3,899,141
|
-
|
300,000
|
-
|
||||||||||
|
Accrued
wages and benefits
|
1,411,262
|
-
|
-
|
-
|
||||||||||
|
Other
accrued liabilities
|
10,590,584
|
-
|
14,825
|
-
|
||||||||||
|
Minority
interest
|
1,112,654
|
3,104,022
|
-
|
-
|
||||||||||
|
Total
post-petition liabilities
|
17,013,641
|
3,104,022
|
314,825
|
-
|
||||||||||
|
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
|
752,445,435
|
752,445,436
|
||||||||||||
|
Intercompany
payables
|
684,095,259
|
684,095,258
|
-
|
-
|
||||||||||
|
Accounts
payable
|
4,480,720
|
3,941,450
|
-
|
-
|
||||||||||
|
Taxes
payable
|
550,080,833
|
550,080,833
|
-
|
-
|
||||||||||
|
Payroll
and benefit accruals
|
407,236,707
|
407,215,221
|
-
|
-
|
||||||||||
|
Other
accrued liabilities
|
86,364,578
|
92,259,015
|
-
|
-
|
||||||||||
|
Other
pre-petition liabilities
|
198
|
223
|
-
|
-
|
||||||||||
|
Total
pre-petition liabilities
|
8,283,590,322
|
8,278,878,868
|
-
|
-
|
||||||||||
|
Total
liabilities
|
8,300,603,962
|
8,281,982,890
|
314,825
|
-
|
||||||||||
|
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
|
(753,461,687)
|
(222,770,180)
|
22,187,560
|
(36,644,880)
|
||||||||||
|
Retained
earnings - pre-petition
|
(16,741,804,781)
|
(16,739,175,191)
|
14,133,260
|
14,133,260
|
||||||||||
|
Retained
earnings - post-petition
|
(251,031,499)
|
-
|
(114,451,538)
|
-
|
||||||||||
|
Total
shareholders' equity
|
(1,365,202,457)
|
(580,849,862)
|
921,869,283
|
977,488,380
|
||||||||||
|
Total
liabilities and shareholder's equity
|
6,935,401,506
|
7,701,133,028
|
922,184,108
|
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: Restricted Cash and Cash Equivalents
WMI’s
restricted cash and cash equivalents of $94 million includes $37 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 $4 million held as
part of a Rabbi Trust.
Note
3: Other Investments
WMI
Investment Corp (“WMI Investment”) records the book value of its investment in a
portfolio holding company, JPMC Wind Investment Portfolio LLC, based on interim
financials prepared by JPMC Wind Investment LLC, the managing partner in this
wind power joint venture. WMI Investment recently received the December 31, 2008
audited financial statements for the joint venture. The audited financials
differed from prior interim financials received, resulting in an approximate $19
million increase in WMI Investment’s reported investment.
The
audited statements contained assumptions about the value of several of the joint
venture’s wind energy projects. The reported balance in the MOR reflects these
assumptions. However, assumptions related to WMI Investment’s interest in the
joint venture could be significantly different depending on the circumstances of
the sale of its interest and the value to a potential buyer.
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 $179 million.
Marion
Insurance Company, a wholly owned subsidiary, paid dividends to WMI of
approximately $21 million, consisting of $5 million in cash and a grantor trust
created as part of the commutation of a material portion of its reinsurance
business. The value of the trust, net of reserves, is approximately $16 million
as of December 31, 2009. The term of the trust ends on December 31,
2011.
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.
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
$2.6 - $3.0 billion. JPMorgan, the purchaser of substantially all of WMB’s
assets, has asserted significant claims to the expected tax
refunds.
On
November 6, 2009, the Worker, Homeownership, and Business Assistance Act of 2009
(the “Act”) became 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 carryback period from two years to five years (with
such taxpayers only receiving half this benefit in the fifth year). WMI
estimates such an election could result in additional refunds of up to
approximately $2.6 billion, as to which there are competing claims of
ownership.
No
provision or benefit from income taxes has been recorded as the NOL’s 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.
|
Washington
Mutual, Inc. / WMI Investment Corp.
|
Case
No. 08-12229 (MFW)
|
|
December
2009 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
|
26,128.00
|
59,719.39
|
(56,052.26)
|
29,795.13
|
-
|
|||||||
|
FICA
– Employee
|
3,835.34
|
9,166.24
|
(8,519.05)
|
4,482.53
|
-
|
|||||||
|
FICA
– Employer
|
3,835.34
|
19,120.79
|
(8,519.05)
|
14,437.08
|
-
|
|||||||
|
Unemployment
|
-
|
-
|
-
|
|||||||||
|
Income
|
*
|
|
-
|
-
|
||||||||
|
Other:
|
-
|
-
|
||||||||||
|
Total
Federal
|
33,798.68
|
19,120.79
|
68,885.63
|
(73,090.36)
|
48,714.74
|
-
|
-
|
-
|
-
|
-
|
||
|
State
and Local
|
||||||||||||
|
Withholding
|
n/a
|
|||||||||||
|
Sales/Use
|
**
|
-
|
-
|
-
|
-
|
-
|
||||||
|
Unemployment
|
245.15
|
122.70
|
367.85
|
|||||||||
|
Disability
|
776.41
|
242.41
|
161.06
|
1,179.88
|
||||||||
|
Real
Property
|
n/a
|
-
|
||||||||||
|
Personal
Property
|
n/a
|
-
|
||||||||||
|
Other
|
1,746.26
|
957.91
|
-
|
-
|
2,704.17
|
|||||||
|
-
|
||||||||||||
|
Total
State and Local
|
2,767.82
|
1,323.02
|
161.06
|
-
|
4,251.90
|
-
|
-
|
-
|
-
|
-
|
||
|
Total
Taxes
|
36,566.50
|
20,443.81
|
69,046.69
|
(73,090.36)
|
52,966.64
|
-
|
-
|
-
|
-
|
-
|
||
|
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 December
|
|
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 12/01/2009 through 12/31/2009
|
|
Property
Tax Filings:
|
|
No
property tax returns were filed during the period 12/01/2009 through
12/31/2009.
|
|
Sales/Use
Tax Filings:
|
|
No
sales/use tax returns were filed during the period 12/01/2009 through
12/31/2009.
|
|
Payroll
Tax Filings:
|
|
Entity
|
Jurisdiction
|
Filing
Description
|
Due
Date
|
Date
Filed
|
|
WMI
|
IRS
(Federal)
|
Withholding
summary of deposits and filings (semi-weekly)
|
12/04/2009
|
12/04/2009
|
|
WMI
|
IRS
(Federal)
|
Withholding
summary of deposits and filings (semi-weekly)
|
12/18/2009
|
12/18/2009
|
|
WMI
|
IRS
(Federal)
|
Withholding
summary of deposits and filings (semi-weekly)
|
12/23/2009
|
12/23/2009
|
|
Corporate
Income Tax/Franchise Tax/Gross Receipts Tax Filings:
|
||||
|
Entity
|
Jurisdiction
|
Filing
Description
|
Due
Date
|
Date
Filed
|
|
WMI
|
Michigan1
|
Corporate
business tax return
|
12/31/2009
|
12/31/2009
|
|
1 Washington Mutual Bank is
designated as the “filing
corporation” in
Michigan. As such, the 2008 Michigan return was filed by
Washington Mutual Bank. WMI was included in this filing as an
affiliate.
|
|
Case
No. 08-12229 (MFW)
|
|||||
|
Washington Mutual, Inc., et
al
|
|||||
|
MOR-4:
Post Petition Accounts Payable Aging by Vendor
|
|||||
|
As
of December 31, 2009
|
|||||
|
Washington
Mutual, Inc.
|
|||||
|
Vendor
|
Current
*
|
31 - 60 | 61- 90 |
91
and Over
|
Total
|
||||||||||||||||
|
60th
Street Advisors
|
$ | 66,492.00 | $ | - | $ | - | $ | - | $ | 66,492.00 | |||||||||||
|
Akin,
Gump, Strauss, Hauer & Feld LLP
|
146,758.25 | - | - | - | 146,758.25 | ||||||||||||||||
|
AT&T
|
4,436.06 | - | - | - | 4,436.06 | ||||||||||||||||
|
Bingham
McCutchen LLP / McKee Nelson LLP
|
41,972.10 | - | - | - | 41,972.10 | ||||||||||||||||
|
Bowne
of Los Angeles, Inc.
|
530.12 | - | - | - | 530.12 | ||||||||||||||||
|
CP
Energy Group, LLC
|
12,005.30 | - | - | - | 12,005.30 | ||||||||||||||||
|
Davis
Wright Tremaine LLP
|
3,956.50 | - | - | - | 3,956.50 | ||||||||||||||||
|
Elliott
Greenleaf
|
107,902.38 | - | - | - | 107,902.38 | ||||||||||||||||
|
FTI
Consulting, Inc.
|
340,375.01 | - | - | - | 340,375.01 | ||||||||||||||||
|
Gibson,
Dunn & Crutcher LLP
|
31,096.50 | - | - | - | 31,096.50 | ||||||||||||||||
|
Grant
Thornton
|
10,322.80 | - | - | - | 10,322.80 | ||||||||||||||||
|
Grayson,
Helen
|
892.29 | - | - | - | 892.29 | ||||||||||||||||
|
John
W. Wolfe, P.S.
|
167,447.92 | - | - | - | 167,447.92 | ||||||||||||||||
|
Lifewise
Assurance Company
|
1,637.16 | - | - | - | 1,637.16 | ||||||||||||||||
|
Mellon
Investor Services, LLC
|
2,268.06 | - | - | - | 2,268.06 | ||||||||||||||||
|
Miller
& Chevalier Chartered
|
25,144.69 | - | - | - | 25,144.69 | ||||||||||||||||
|
Pepper
Hamilton LLP
|
126,131.48 | - | - | - | 126,131.48 | ||||||||||||||||
|
Perkins
Coie LLP
|
85,683.78 | - | - | - | 85,683.78 | ||||||||||||||||
|
PricewaterhouseCoopers
LLP
|
704,273.96 | - | - | - | 704,273.96 | ||||||||||||||||
|
Quinn
Emanuel Urquhart Oliver & Hedges
|
1,080,760.48 | - | - | - | 1,080,760.48 | ||||||||||||||||
|
Richards,
Layton & Finger P.A.
|
27,983.10 | - | - | - | 27,983.10 | ||||||||||||||||
|
Robert
Half Legal
|
32,751.66 | - | - | - | 32,751.66 | ||||||||||||||||
|
Shearman
& Sterling LLP
|
39,679.62 | - | - | - | 39,679.62 | ||||||||||||||||
|
Silverstein
& Pomerantz, LLP
|
3,706.50 | - | - | - | 3,706.50 | ||||||||||||||||
|
Simpson
Thacher & Bartlett LLP
|
9,796.56 | - | - | - | 9,796.56 | ||||||||||||||||
|
Weil,
Gotshal & Manges LLP
|
825,136.29 | - | - | - | 825,136.29 | ||||||||||||||||
|
Total
|
$ | 3,899,140.57 | $ | - | $ | - | $ | - | $ | 3,899,140.57 | |||||||||||
| WMI Investment Corp. | |||||||||||||||||||||
|
Vendor
|
Current
|
31 - 60 | 61- 90 |
91
and Over
|
Total
|
||||||||||||||||
|
Goldman,
Sachs & Co.
|
$ | 300,000.00 | $ | - | $ | - | $ | - | $ | 300,000.00 | |||||||||||
|
Total
|
$ | 300,000.00 | $ | - | $ | - | $ | - | $ | 300,000.00 | |||||||||||
|
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
|
|