Mr. Cooper Group Inc. - FORM 8-K - EX-99.1 - EX.99.1 - MONTHLY OPERATING REPORT JAN. 2011

Attached files

file	filename
8-K - FORM 8-K - Mr. Cooper Group Inc.	mm02-2511_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: 01-01-11 to 01-31-11

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 24, 2011
Signature of Authorized Individual*		Date

John Maciel		Chief Financial Officer
Printed Name of Authorized Individual		Title of Authorized Individual

*Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.

In re Washington Mutual, Inc., et al

Case No. 08-12229 (MFW)

DISCLAIMER

Washington Mutual, Inc. (“WMI”) and WMI Investment Corp. (together, the “Debtors”) caution investors and potential investors in WMI not to place undue reliance upon the information contained in this Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of WMI. The Monthly Operating Report is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly operating guidelines as described in the Chapter 11 Trustee Handbook, United States Department of Justice, May 2004 in accordance with 28 U.S.C §586(a)(3). The Monthly Operating Report was not audited or reviewed by independent accountants; does not purport to present the financial statements of WMI in accordance with generally accepted accounting principles; does not purport to present the market value of WMI’s assets and liabilities or the recoverability of WMI’s assets; is in a format prescribed by applicable bankruptcy laws; and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in WMI’s securities, the Monthly Operating Report is complete. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results. This disclaimer applies to all information contained herein.

On September 26, 2008 (the “Petition Date”), the Debtors each commenced voluntary cases under chapter 11 of title 11 of the United States Code with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). Prior to the Petition Date, on September 25, 2008, the Director of the Office of Thrift Supervision appointed the Federal Deposit Insurance Corporation (the “FDIC”) as receiver for Washington Mutual Bank (“WMB”) and advised that the receiver was immediately taking possession of WMB’s assets. Immediately after its appointment as receiver, the FDIC sold substantially all the assets of WMB, including the stock of Washington Mutual Bank fsb, to JPMorgan Chase Bank, National Association (“JPMorgan”) pursuant to that certain Purchase and Assumption Agreement, Whole Bank, dated as of September 25, 2008 (the “Sale”).

Prior to the Petition Date, WMI and WMB jointly maintained their respective financial records. As a result of the Sale, many of the Debtors’ books and records were seized by the FDIC and transferred to the custody of JPMorgan. Accordingly, the Debtors are not in control of certain information relating to their operations and financial affairs, including, but not limited to, certain accounting information. In addition, as of the date of the Sale, substantially all of WMB’s employees became employees of JPMorgan. Accordingly, this Monthly Operating Report was prepared, in part, based upon the information and work product and/or representations made available to the Debtors and their professionals by representatives of WMB and JPMorgan.

Results represented in this Monthly Operating Report are consistent with WMI’s accounting practices as of the Petition Date. However, records of prepetition assets and liabilities, including, among other things, liabilities owed by WMI to WMB and its affiliates are likely to be adjusted. Further, claims have been filed against the Debtors in their chapter 11 cases that are not currently recorded on WMI’s books that, if allowed, would change the reported balances for pre-petition liabilities. The Debtors reserve all rights to amend the results represented in this Monthly Operating Report.

Washington Mutual, Inc., et al.
December 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 Bank Bank Account GL Account	Deposit WMB/JPM xxx0667 70 /10450	Deposit WMB/JPM xxx4234 70 / 10441	Deposit WMB/JPM xxx9626 70 / 10451	Deposit WMB/JPM xxx9663 70 / 10452	Money Market Bank of America xxx0658 70 / 12510	General Bank of America xxx4228 70 /10305	WMI Total	Deposit WMB/JPM xxx4704 467 / 10450	General Bank of America xxx4231 467 / 10305	WMI Inv Corp Total	Combined Total

Opening Balance - 12/31/2010	262,337,863	3,682,120,022	4,669	750,655	22,472,645	4,610,929	3,972,296,781	53,693,014	266,488	53,959,502	4,026,256,283

Receipts

Interest & investment returns	44,485	624,377	-	127	5,372	-	674,361	9,105	23,187	32,292	706,652
Reimbursements/distributions from subs						-	-			-	-
Proceeds from BOLI surrender						20,189,392	20,189,392			-	20,189,392
Other miscellaneous receipts						8,766	8,766			-	8,766
Total Receipts	44,485	624,377	-	127	5,372	20,198,158	20,872,519	9,105	23,187	32,292	20,904,811


Transfers

Sweep to/(from) Money Market account					14,000,000	(14,000,000)	-				-
Transfer (to)/from Wells Managed Account						-	-		-	-	-
Total Transfers	-	-	-	-	14,000,000	(14,000,000)	-	-	-	-	-


Disbursements

Salaries and benefits						1,932,093	1,932,093		-	-	1,932,093
Travel and other expenses						57,655	57,655		-	-	57,655
Occupancy and supplies						70,149	70,149		-	-	70,149
Professional fees						2,862,522	2,862,522		-	-	2,862,522
Other outside services						1,226,589	1,226,589		-	-	1,226,589
Bank fees						28,625	28,625		36	36	28,661
US Trustee quarterly Fees						20,000	20,000		325	325	20,325
Directors fees						60,000	60,000		-	-	60,000
Taxes paid						557	557		-	-	557
Total Disbursements	-	-	-	-		6,258,191	6,258,191	-	361	361	6,258,552

Net Cash Flow	44,485	624,377	-	127	14,005,372	(60,032)	14,614,329	9,105	22,826	31,931	14,646,259

Cash - End of Month	262,382,347	3,682,744,399	4,669	750,782	36,478,017	4,550,897	3,986,911,110	53,702,118	289,314	53,991,433	4,040,902,543

GL Balance	262,382,347	3,682,744,399	4,669	750,782	36,478,017	4,550,897	3,986,911,111	53,702,118	289,314	53,991,433	4,040,902,543

Net value - short-term securities							563,724,283			222,221,574	785,945,857

Total Cash & Cash Equivalents							4,550,635,394			276,213,006	4,826,848,400

In re Washington Mutual, Inc., et al.

Case No. 08-12229 (MFW)

January 2011 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 those certain accounts ending in 0667, 4234, 9626, 9663 and 4704 (the “Excluded Accounts”). The Debtors’ standard practice is to ensure that each bank account is reconciled to monthly bank statements for each calendar month 30 days after month end.

In May 2009, JPMorgan started transitioning bank accounts from the WMB deposit platform to the JPMorgan deposit platform. Since the transition, JPMorgan has only provided the Debtors with bank account statements for certain months. The Debtors have not received bank statements for the period covered by this MOR for the Excluded Accounts. Therefore, the Debtors are unable to reconcile information related to the Excluded Accounts against a related bank statement. The Debtors have continued to record interest income on the accounts consistent with prior practice and based on an existing agreement with JPMorgan.

/s/ John Maciel

John Maciel

Chief Financial Officer

Washington Mutual, Inc.

	Case No. 08-12229 (MFW)
Washington Mutual, Inc., et al
MOR-1B: Schedule of Professional Fees Paid
Month Ended January 31, 2011

Washington Mutual, Inc.

		Check		Amount Paid - Jan'11				Amount Paid CTD
Payee	Period Covered	Number	Date	Fees		Expense		Fees		Expense

Akin, Gump, Strauss, Hauer & Feld LLP				$	-	$	-	$	16,144,269.33	$	475,266.77
Alvarez & Marsal	12/01/10 - 12/31/10	Wire	01/27/11		1,387,381.25		60,321.10		52,510,488.99		2,345,367.57
Ashby & Geddes, P.A.	11/01/10 - 11/30/10	Wire	01/13/11		95,369.60		2,587.44		775,592.80		66,084.99
Benesch, Friedlander, Coplan & Aronoff					-		-		24,742.50		1,677.26
Blackstone Advisory Partners LLP	09/01/10 - 10/31/10	Wire	01/20/11		120,000.00		5,199.56		1,470,000.00		64,555.99
Cole, Schotz, Meisel, Forman & Leonard, PA					-		-		29,061.50		11,987.88
CONSOR Intellectual Asset Management					-		-		255,318.00		3,249.00
CP Energy Group, LLC					-		-		91,347.88		159.47
Davis Wright Tremaine LLP					-		-		709,666.50		24,567.15
Elliott Greenleaf	05/01/10 - 11/30/10	3191, Wire	01/13/11, 01/20/11		82,839.20		9,033.90		857,537.95		63,348.46
FTI Consulting, Inc.	10/01/10 - 11/30/10	Wire	01/20/11		341,392.00		12,920.71		6,214,870.30		72,924.48
Gibson, Dunn & Crutcher LLP	09/01/10 - 10/31/10	3201	01/20/11		15,347.20		78.68		777,147.95		14,164.87
Grant Thornton					-		-		457,536.00		39,407.93
Joele Frank, Wilkinson Brimmer Katcher	12/01/10 - 12/31/10	3193	01/13/11		5,076.25		328.90		220,548.14		25,430.23
John W. Wolfe, P.S.	11/01/10 - 11/30/10	Wire	01/20/11		113,335.00		177.20		3,163,522.60		8,993.33
Kurtzman Carson Consultants LLC					-		-		2,757,174.83		4,313,814.05
McKee Nelson LLP / Bingham McCutchen LLP	10/01/10 - 10/31/10	3198	01/20/11		1,261.20		44,114.27		2,661,802.88		314,413.19
McKenna Long & Aldridge					-		-		5,406,500.60		180,824.63
Miller & Chevalier Chartered	09/01/10 - 11/30/10	Wire	01/20/11		100,168.40		2,444.26		913,803.76		6,501.60
Milliman					-		-		31,429.99		-
Pepper Hamilton LLP	11/01/10 - 11/30/10	Wire	01/20/11		67,021.20		5,252.14		2,466,466.63		145,422.95
Perkins Coie LLP					-		-		2,603,990.34		126,718.21
Peter J. Solomon Company					-		-		1,471,250.00		10,038.73
PricewaterhouseCoopers LLP					-		-		2,066,910.00		184,532.35
Quinn Emanuel Urquhart Oliver & Hedges					-		-		12,926,230.66		389,816.52
Richards, Layton & Finger P.A.					-		-		1,264,876.00		159,365.19
Shearman & Sterling LLP	10/01/10 - 11/30/10	Wire	01/20/11		144,048.00		2,246.73		1,315,716.46		21,282.77
Silverstein & Pomerantz, LLP					-		-		21,932.50		77.53
Simpson Thacher & Bartlett LLP					-		-		515,144.75		13,024.34
Susman Godfrey LLP	11/01/10 - 11/30/10	Wire	01/20/11		135,440.00		7,137.48		1,128,484.60		73,353.60
Towers Watson Pennsylvania Inc.	11/01/10 - 12/31/10	Wire, 3197	01/06/11, 01/13/11		102,000.00		-		527,569.38		-
Venable LLP					-		-		825,235.16		34,992.10
Weil, Gotshal & Manges LLP					-		-		33,950,864.11		869,260.67

Total				$	2,710,679.30	$	151,842.37	$	156,557,033.09	$	10,060,623.81

WMI Investment Corp.

		Check		Amount Paid - Jan'11				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)
January 2011 Monthly Operating Report -- UNAUDITED
MOR 2 Statement of Operations for the period 1/1/11 to 1/31/11

	Washington Mutual, Inc.						WMI Investment Corp.
	January 2011			Cumulative to Date			January 2011			Cumulative to Date
Revenues:
Interest income:
Cash equivalents		771,640			21,300,331			40,974			1,135,753
Securities		218,775			7,061,715			-			2,976,201
Notes receivable - intercompany		-			1,685,297			-			1
Other		-			1,031,979			-			-
Total interest income		990,415			31,079,321			40,974			4,111,955
Earnings (losses) from subsidiaries and other
equity investments		(819,147	)		(185,861,768	)		(41,563	)		(5,870,219	)
Gains (losses) from securities / investments		66,480			(9,940,180	)		-			(112,258,277	)
Other income		168,839			4,999,752			-			(0	)
Total revenues		406,587			(159,722,874	)		(589	)		(114,016,541	)

Operating expenses:
Compensation and benefits		479,059			12,485,639			-			-
Occupancy and equipment		76,486			2,465,983			-			-
Professional fees		298,925			15,337,429			-			148
Loss / (Income) from BOLI/COLI policies		(57,704	)		(10,153,419	)		-			-
Management fees / Transition services		20,089			2,324,649			-			-
Insurance		4,201			17,636,678			-			-
Other		170,028			4,185,684			14,571			625,593
Total operating expenses		991,084			44,282,643			14,571			625,741

Net profit (loss) before other income
and expenses		(584,497	)		(204,005,517	)		(15,160	)		(114,642,282	)

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		(584,497	)		(148,977,517	)		(15,160	)		(114,642,282	)

Reorganization items:
Professional fees		5,649,091			181,023,155			-			322,043
Claims Adjustments		-			157,908,607			-			-
US Trustee quarterly fees		325			203,325			325			12,350
Gains (losses) from sale of assets		-			-			-			-
Other reorganization expenses		1,165,596			18,938,999			-			-
Total reorganization items		6,815,011			358,074,086			325			334,393
Net profit (loss) before income taxes		(7,399,508	)		(507,051,603	)		(15,485	)		(114,976,675	)

Income taxes		-			4,050			-			-

Net profit (loss)		(7,399,508	)		(507,055,653	)		(15,485	)		(114,976,675	)

Income tax rate		0.0	%		0.0	%		0.0	%		0.0	%

Washington Mutual, Inc., et al.	Case No. 08-12229 (MFW)
January 2011 Monthly Operating Report -- UNAUDITED
MOR 3 Balance Sheet as of 1/31/2011 and 9/26/2008

	Washington Mutual, Inc.						WMI Investment Corp.
	1/31/2011			9/26/08			1/31/2011			9/26/08
Assets:
Unrestricted cash and cash equivalents		4,550,635,394			4,018,083,009			276,213,006			52,974,376
Restricted cash and cash equivalents		95,231,965			145,668,884			-			-
Investment securities		67,543,416			59,688,627			-			266,444,881
Accrued interest receivable		851,756			413,253			5,002			4,084,658
Income tax receivable		475,913,725			742,680,150			22,187,560			22,187,560
Prepaid expenses		2,508,085			11,311,510			-			-
Cash surrender value of BOLI/COLI		15,203,353			84,039,738			-			-
Funded Pension		39,173,922			638,870,071			-			-
Other investments		-			23,668,909			57,109,204			65,952,708
Investment in subsidiaries		1,459,191,005			1,895,218,467			-			-
Notes receivable - intercompany		-			58,001,133			565,844,197			565,844,197
Fixed Assets		147,858			-			-			-
Other assets		96,831,058			23,489,277			-			-
Total assets		6,803,231,538			7,701,133,028			921,358,971			977,488,380

Liabilities not subject to compromise (Postpetition):
Accounts payable		7,758,811			-			-			-
Accrued wages and benefits		176,690			-			-			-
Other accrued liabilities		20,989,093			-			14,825			-
Minority interest		1,115,928			3,104,022			-			-
Total post-petition liabilities		30,040,522			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		411,797,975			407,215,221			-			-
Other accrued liabilities		76,155,816			92,259,015			-			-
Other pre-petition liabilities		159			223			-			-
Total pre-petition liabilities		8,361,414,880			8,278,878,868			-			-

Total liabilities		8,391,455,402			8,281,982,890			14,825			-

Shareholders' equity:
Preferred stock		3,392,341,954			3,392,341,953			-			-
Common stock		13,023,756,177			12,988,753,556			1,000,000,000			1,000,000,000
Other comprehensive income		(755,074,377	)		(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		(507,055,653	)		-			(114,976,675	)		-
Total shareholders' equity		(1,588,223,865	)		(580,849,862	)		921,344,146			977,488,380

Total liabilities and shareholder's equity		6,803,231,538			7,701,133,028			921,358,971			977,488,380

In re Washington Mutual, Inc., et al.

Case No. 08-12229 (MFW)

NOTES TO MOR-2 and MOR-3

Note 1: Plan of Reorganization and Settlement Agreement

On March 26, 2010, the Debtors filed a proposed plan of reorganization pursuant to chapter 11 of the Bankruptcy Code and related disclosure statement, which were subsequently amended.

On October 6, 2010, the Debtors filed their Sixth Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the Bankruptcy Code [D.I. 5548] (as amended, the “Sixth Amended Plan”) and related Disclosure Statement [D.I. 5549] (the “Prior Disclosure Statement”) with the Bankruptcy Court. The Sixth Amended Plan was premised upon implementation of an Amended and Restated Settlement Agreement (as amended on December 7, 2010, the “Settlement Agreement”), which represents a compromise of certain disputes among the Debtors, JPMorgan, the FDIC (as receiver for WMB and in its corporate capacity), the Creditors’ Committee and certain other parties-in-interest. After hearing testimony and argument regarding confirmation of the Sixth Amended Plan, on January 7, 2011, the Bankruptcy Court issued an opinion, pursuant to which, among other things, the Bankruptcy Court found the settlement and compromise represented by the Settlement Agreement to be fair and reasonable; however, the Bankruptcy Court nonetheless denied confirmation of the Sixth Amended Plan unless certain modifications are made thereto.

Accordingly, on February 8, 2011, the Debtors filed with the Bankruptcy Court their Modified Sixth Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code [D.I. 6696] (the “Modified Plan”) and a related Supplemental Disclosure Statement [D.I. 6697] (the “Supplemental Disclosure Statement”). The Settlement Agreement also has been amended and restated by the Second Amended and Restated Settlement Agreement, dated February 7, 2011, to conform to certain revisions reflected in the Modified Plan, or otherwise required by the Opinion, and has been extended through May 31, 2011 (as it has and may be further amended, modified or supplemented, the “Amended Settlement Agreement”). In addition, the Amended Settlement Agreement excludes certain creditors who were previously parties to the Settlement Agreement. Otherwise, the Amended Settlement Agreement’s material financial terms remain unchanged as in the Settlement Agreement. The Amended Settlement Agreement is annexed to the Modified Plan and its terms are reflected in the Modified Plan and described in the Prior Disclosure Statement and the Supplemental Disclosure Statement.

The Bankruptcy Court has scheduled a hearing for March 21, 2011, to consider approval of the Supplemental Disclosure Statement; a subsequent hearing is scheduled for May 2, 2011, for the Bankruptcy Court to consider confirmation of the Modified Plan. The Modified Plan will become effective upon receipt of the requisite stakeholder approvals and subsequent confirmation by the Bankruptcy Court.

The Amended Settlement Agreement is an integral part of the Modified Plan and is subject to confirmation of the Modified Plan. On the basis of the foregoing, the balance sheet and operating statement in this monthly operating report do not reflect any of the financial arrangements or settlements set forth in the Amended Settlement Agreement.

The foregoing notwithstanding, aspects of the Modified Plan and Amended Settlement Agreement are referred to in the Notes to MOR 2 and MOR 3 herein; however, users of this monthly operating report should refer to the Modified Plan, Supplemental Disclosure Statement, Prior Disclosure Statement, Amended Settlement Agreement and related documents directly for complete information.

Note 2: Washington Mutual Preferred Funding

On September 25, 2008, the Office of Thrift Supervision concluded that an “Exchange Event” had occurred with respect to the following securities (the “Securities”):

·	Washington Mutual Preferred Funding Trust I Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities (to be exchanged into depositary shares representing Series I Perpetual Non-Cumulative Fixed-to-Floating Rate Preferred Stock of WMI);

·	Washington Mutual Preferred (Cayman) I Ltd. 7.25% Perpetual Non-cumulative Preferred Securities, Series A-1 (to be exchanged into depositary shares representing Series J Perpetual Non-Cumulative Fixed Rate Preferred Stock of Washington Mutual, Inc. (“WMI”));

·	Washington Mutual Preferred (Cayman) I Ltd. 7.25% Perpetual Non-cumulative Preferred Securities, Series A-2 (to be exchanged into depositary shares representing Series J Perpetual Non-Cumulative Fixed Rate Preferred Stock of WMI);

·	Washington Mutual Preferred Funding Trust II Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities (to be exchanged into depositary shares representing Series L Perpetual Non-Cumulative Fixed Rate Preferred Stock of WMI);

·	Washington Mutual Preferred Funding Trust III Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities (to be exchanged into depositary shares representing Series M Perpetual Non-Cumulative Fixed Rate Preferred Stock of WMI); and

·	Washington Mutual Preferred Funding Trust IV Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities (to be exchanged into depositary shares representing Series N Perpetual Non-Cumulative Fixed-to-Floating Rate Preferred Stock of WMI).

In accordance with the terms of the documents governing the Securities, the Conditional Exchange (as defined in the disclosure materials related to the Securities) of the Securities occurred on Friday, September 26, 2008 at 8:00 A.M. (New York time). The documentation governing the Securities contemplates that at the time of the Conditional Exchange, each outstanding Security was intended to be exchanged automatically for a like amount of newly issued Fixed Rate Depositary Shares or newly issued Fixed-to-Floating Rate Depositary Shares, as applicable, each representing a 1/1000th interest in one share of the applicable series of preferred stock of WMI. If and until such depositary receipts are delivered or in the event such depositary receipts are not delivered, any certificates previously representing Securities are deemed for all purposes, effective as of 8:00 AM (New York time) on September 26, 2008, to represent Fixed Rate Depositary Shares or Fixed-to-Floating Rate Depositary Shares, as applicable.

On July 6, 2010, certain institutional investors filed an adversary proceeding captioned Black Horse Capital LP et al. v. JPMorgan Chase Bank, N.A. et al., Adv. No. 10-51387 (MFW) (the "Black Horse Litigation") against WMI and JPMorgan asserting that the Conditional Exchange did not occur due to the failure of certain alleged conditions precedent. On January 7, 2011, the Court entered an opinion and order granting summary judgment in favor of WMI and JPMC in the Black Horse Litigation, holding, among other things, that the Conditional Exchange occurred automatically on September 26, 2008, and as a result the plaintiffs in the Black Horse Litigation (and other similarly situated investors) are now deemed to be holding Fixed Rate or Fixed-to-Floating Rate Depositary Shares, as applicable, tied to the applicable series of preferred stock of WMI. On January 13, 2011, certain plaintiffs appealed the judgment to the United States District Court for the District of Delaware. Because the appeals process and confirmation of the Modified Plan are pending, 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 Amended Settlement Agreement, upon consummation of the Modified 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 $95 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 $8 million held as part of a Rabbi Trust.

Pursuant to the terms of the Amended Settlement Agreement, upon consummation of the Modified 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 $181 million.

Pursuant to the terms of the Amended Settlement Agreement, upon consummation of the Modified 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 Amended Settlement Agreement, upon consummation of the Modified 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 and to tax refunds in the amount of $250 million received by WMI during the period from the Petition Date to May 21, 2010. As set forth in the Amended Settlement Agreement, upon consummation of the Modified Plan, WMI and JPMorgan will split the above-referenced net tax refunds 20%/80%, respectively (once received).

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 Amended Settlement Agreement, upon consummation of the Modified Plan, WMI and the FDIC

will split the tax refunds attributable to the Act (and actually received) 69.643%/30.357%, respectively. Pursuant to the terms of the Modified Plan and the Amended Settlement Agreement, a certain portion of WMI’s share of such refunds will be distributed to certain holders of WMB Senior Notes in an amount equal to $335 million.

As of December 31, 2010, refunds totaling approximately $5.2 billion of the estimated $5.5 - $5.8 billion in total refunds have been paid into a segregated escrow account that was established with Wells Fargo Bank, National Association, as escrow agent (the “Escrow Agent”). The refunds, together with any interest and income relating thereto, shall remain in the escrow account until (a)(i) the effective date of the Amended 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 final order by a court of competent jurisdiction that determines the ownership of the refunds between WMI, JPMorgan and the FDIC.

No provision or benefit from income taxes for 2010 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: 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 Amended Settlement Agreement, upon consummation of the Modified Plan, any potential liability related to this pension accounting will be waived.

Washington Mutual, Inc. / WMI Investment Corp.

JAnuary 2011 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		23,904.00	-	450,206.88	(449,447.88	)	24,663.00							-
FICA -- Employee		2,731.11	-	61,092.56	(59,549.87	)	4,273.80							-
FICA -- Employer		4,273.42	77,412.53	-	(77,162.44	)	4,523.51							-
Unemployment		1,375.62	896.00	-	(1,344.00	)	927.62							-
Income	*	-	-	-	-		-							-
Other		-	-	-	-		-							-
Total Federal		32,284.15	78,308.53	511,299.44	(587,504.19	)	34,387.93		-	-	-	-		-

State and Local

CA Withholding		-	-	-	-		-
CA Disability		-	-	-	-		-
CA Unemployment		-	-	-	-		-
CA Employment Training Tax		-	-	-	-		-
WA Withholding	n/a	-	-	-	-		-
WA Disability		1,129.92	193.45	138.51	(1,129.92	)	331.96
WA Unemployment		-	12,457.15	-	-		12,457.15
Sales/Use	**	-	-	-	-		-
Real Property	n/a	-	-	-	-		-
Personal Property	n/a	-	-	-	-		-
Other		1,219.58	-	-	(1,219.58	)	-
		-					-
Total State and Local		2,349.50	12,650.60	138.51	(2,349.50	)	12,789.11		-	-	-	-		-


Total Taxes		34,633.65	90,959.13	511,437.95	(589,853.69	)	47,177.04		-	-	-	-		-

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 1/1/2011 through 1/31/2011

Property Tax Filings:

No property tax returns were filed during the period 1/1/2011 through 1/31/2011.


Sales/Use Tax Filings:

No sales/use tax returns were filed during the period 1/1/2011 through 1/31/2011.

Payroll Tax Filings:

Entity	Jurisdiction	Filing Description	Due Date	Date Filed
WMI	IRS (Federal)	Withholding summary of deposits and filings (semi-monthly)	1/05/2011	1/05/2011
WMI	IRS (Federal)	Withholding summary of deposits and filings (semi-monthly)	1/18/2011	1/18/2011
WMI	IRS (Federal)	Withholding summary of deposits and filings (semi-monthly)	1/19/2011	1/19/2011
WMI	IRS (Federal)	Employer's quarterly federal tax return (quarterly)	1/31/2011	1/28/2011
WMI	IRS (Federal)	Employer's annual federal unemployment (FUTA) return (annual)	1/31/2011	1/28/2011
WMI (1)	Arizona	Quarterly withholding return (quarterly)	1/31/2011	1/22/2011
WMI (1)	California	Quarterly wage and withholding report (quarterly)	1/31/2011	1/28/2011
WMI (1)	California	Annual reconciliation statement (annual)	1/31/2011	1/28/2011
WMI (1)	Idaho	Quarterly withholding report (quarterly)	1/31/2011	1/22/2011
WMI (1)	Idaho	Annual withholding report (annual)	2/28/2011	1/22/2011
WMI (1)	Illinois	Quarterly withholding income tax return (quarterly)	1/31/2011	1/22/2011
WMI (1)	New Jersey	Employer's quarterly report (quarterly)	1/31/2011	1/22/2011
WMI (1)	New York	Quarterly combined withholding, wage reporting, and unemployment insurance return (quarterly)	1/31/2011	1/22/2011
WMI (1)	North Carolina	Quarterly income tax withholding return (quarterly)	1/31/2011	1/28/2011
WMI (1)	North Carolina	Annual withholding reconciliation (annual)	2/28/2011	1/28/2011
WMI (1)	Ohio	Employer's Annual reconciliation of income tax withheld (annual)	1/31/2011	1/22/2011
WMI (1)	Oregon	Quarterly tax report (quarterly)	1/31/2011	1/22/2011
WMI	Washington	Unemployment summary of deposits and filings (quarterly)	1/31/2011	1/28/2011
WMI	Washington	Labor and industries (quarterly)	1/31/2011	1/28/2011


Corporate Income Tax/Franchise Tax/Gross Receipts Tax Filings:

Entity	Jurisdiction	Filing Description	Due Date	Date Filed
WMI	Washington	Business and occupation tax return	1/25/2011	1/20/2011
WMI	City of Seattle	Business license tax return	1/31/2011	1/27/2011

(1) WMI has registered to collect withholding taxes in several states. Although WMI has no employees in any state other than Washington, such registriation is necessary to collect and remit withholding tax from prospective payments, upon consummation of the Modified Plan, to be made to former employees residing in such states.

	Case No. 08-12229 (MFW)
Washington Mutual, Inc., et al
MOR-4: Post Petition Accounts Payable Aging by Vendor
As of January 31, 2011

Washington Mutual, Inc.

	Vendor	Current *			31 - 60		61- 90	91 and Over		Total

	Aetna, Inc.	$	15,040.10	$	-	$	-	$	-	$	15,040.10
	Akin Gump Strauss Hauer & Feld LLP		1,346,646.07		-		-		-		1,346,646.07
	Ashby & Geddes, P.A.		182,830.89		-		-		-		182,830.89
	AT&T		2,499.77		-		-		-		2,499.77
	Bass, Berry & Sims		1,719.50		-		-		-		1,719.50
	Bingham McCutchen LLP / McKee Nelson LLP		315.30		-		-		-		315.30
	Blackstone Advisory Partners LLP		188,800.55		-		-		-		188,800.55
	Comcast		199.90		-		-		-		199.90
	CVM		25,667.00		-		-		-		25,667.00
	Davis Wright Tremaine LLP		10,696.70		-		-		-		10,696.70
	Dewar, Kathleen C.		4,500.00		-		-		-		4,500.00
	Elliott Greenleaf		63,418.27		-		-		-		63,418.27
	Feldman, Kenneth I.		3,043.35		-		-		-		3,043.35
	FTI Consulting, Inc.		275,985.81		-		-		-		275,985.81
	Gibson, Dunn & Crutcher LLP		21,324.30		-		-		-		21,324.30
	Goodwin Procter LLP		486.64		-		-		-		486.64
	Hanson, Laurie		4,537.50		-		-		-		4,537.50
	John W. Wolfe, P.S.		164,568.19		-		-		-		164,568.19
	McKenna Long & Aldridge		456,421.40		-		-		-		456,421.40
	Mellon Investor Services, LLC		4,851.83		-		-		-		4,851.83
	Merrill Communications LLC		148,726.76		-		-		-		148,726.76
	Miller & Chevalier		25,042.10		-		-		-		25,042.10
	Pepper Hamilton LLP		101,711.27		-		-		-		101,711.27
	Perkins Coie LLP		169,773.46		-		-		-		169,773.46
	Peter J. Solomon Company		387,658.42		-		-		-		387,658.42
	Quinn Emanuel Urquhart Oliver & Hedges		444,054.15		-		-		-		444,054.15
	Richards, Layton & Finger P.A.		753,243.87		-		-		-		753,243.87
	Shearman & Sterling LLP		42,196.63		-		-		-		42,196.63
	Simpson Thacher & Bartlett LLP		16,440.12		-		-		-		16,440.12
	Sole, Andrew		547.98		-		-		-		547.98
	Struck, Peter		491.48		-		-		-		491.48
	Susman Godfrey LLP		194,639.86		-		-		-		194,639.86
	The Analysis Group		20,331.36		-		-		-		20,331.36
	The Hartford		7,442.00		-		-		-		7,442.00
	Weil, Gotshal & Manges LLP		2,635,067.54		-		-		-		2,635,067.54
	Werb & Sullivan		2,055.64		-		-		-		2,055.64
	Z7 Networks, LLC		35,835.50		-		-		-		35,835.50

	Total	$	7,758,811.21	$	-	$	-	$	-	$	7,758,811.21

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

Mr. Cooper Group Inc. - FORM 8-K - EX-99.1 - EX.99.1 - MONTHLY OPERATING REPORT JAN. 2011 - February 25, 2011

Attached files

Mr. Cooper Group Inc. Reports