WMI Liquidating Trust - FORM 8-K - EX-99.1 - EX.99.1 - QUARTERLY SUMMARY REPORT

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8-K - FORM 8-K - WMI Liquidating Trust	mm07-3013_8k.htm

EXHIBIT 99.1

In re Washington Mutual, Inc., et al.

Case No. 08-12229 (MFW)

OFFICE OF THE UNITED STATES TRUSTEE - REGION 3

POST-CONFIRMATION QUARTERLY SUMMARY REPORT

This Report is to be submitted for all bank accounts that are presently maintained by the post confirmation debtor.

Debtor's Name: Washington Mutual, Inc., et al		Bank: Various

Bankruptcy Number: 08-12229 (MFW)		Account Number: Various

Date of Confirmation: February 23, 2012		Account Type: Various

Reporting Period (month/year):		April 1, 2013 through June 30, 2013

Beginning Cash Balance:			$ 281,254,881

All receipts received by WMI Liquidating Trust (“Trust”) on behalf of the Debtors:

	Cash Sales / Interest:		$ 3,049,020

	Collection of Accounts Receivable:		$ 0

	Proceeds from Litigation / Settlement:		$ 0

	Sale of Debtor’s Assets:		$ 2,701,473

	Other Cash Receipts /Transfers:		$ 160,396

Total of cash received:			$ 5,910,889

Total of cash available:			$ 287,165,770

Less all disbursements or payments (including payments made under the confirmed plan) made by the Trust:

	Disbursements made under the plan, excluding the administrative claims of bankruptcy professionals:		$ 44,870,093

	Disbursements made pursuant to the administrative claims of bankruptcy professionals:		$ 9,139,324

	All other disbursements made in the ordinary course:		$ 1,169,149

	Total Disbursements		$ 55,178,566

Ending Cash Balance:			$ 231,987,204

Pursuant to 28 U.S.C. Section 1746(2), I hereby declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief.

7/30/13		/s/ John Maciel		Chief Financial Officer
Date		Name/Title

WMI Liquidating Trust

June 2013 Quarterly Summary Report -- UNAUDITED

TABLE OF CONTENTS

Page		Description

1		Background/Disclaimer

3		Schedule of Cash Receipts and Disbursements - Quarterly

4		Schedule of Cash Receipts and Disbursements - Cumulative

5		Statement of Net Assets in Liquidation (Balance Sheet)

6		Statement of Changes in Net Assets in Liquidation (Income Statement)

7		Notes to the Financial Statements

11		Rollforward of Liquidating Trust Interests

12		Next Dollar Analysis -- June 30, 2013

13		Next Dollar Analysis -- Projected LTI Balance after August 1, 2013 Distributions

14		Rollforward of Disputed Claims Reserve

BACKGROUND / DISCLAIMER

This Quarterly Summary Report of WMI Liquidating Trust (the “Trust”), as successor-in-interest to Washington Mutual, Inc. (“WMI”) and WMI Investment Corp. (together referred to as the “Debtors”), to the United States Bankruptcy Court for the District of Delaware (“Bankruptcy Court”) covering the period from April 1, 2013 through June 30, 2013, was prepared solely for the purpose of complying with the quarterly operating guidelines as described in the Chapter 11 Trustee Handbook, United States Department of Justice, May 2004 in accordance with 28 U.S.C. §1746(2). This Quarterly Summary Report is limited in scope, covers only a limited time period, and is not intended to serve as a basis for investment in any security of any issuer. This Quarterly Summary Report was prepared in accordance with liquidation basis accounting. The financial data reflected in this document were not audited or reviewed by an independent registered public accounting firm and are subject to future adjustment and reconciliation. Given its special purpose and limited scope, this report does not include all adjustments and notes that would be required to be reported in accordance with U.S. Generally Accepted Accounting Principles as adopted by the Financial Accounting Standards Board (“FASB”). Results set forth in the Quarterly Summary 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 commenced voluntary cases under Chapter 11 of title 11 of the United States Code with 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”), a subsidiary of WMI, and advised WMI 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 (“JPMC”), pursuant to that certain Purchase and Assumption Agreement, Whole Bank, dated as of September 25, 2008.

The Bankruptcy Court confirmed the Seventh Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code that the Debtors filed with the Bankruptcy Court on December 12, 2011 (and as subsequently amended and modified from time to time, the “Plan”), by order, dated February 23, 2012, (the “Confirmation Order”) [D.I. 9759]. After the satisfaction or waiver of the conditions described in the Plan, the transactions contemplated by the Plan were consummated on March 19, 2012 (the “Effective Date”), and, on March 23, 2012, the Debtors made initial distributions to creditors pursuant to the Plan (the “Initial Distribution”). WMI emerged on the Effective Date as a newly reorganized company, WMI Holdings Corp. (“Reorganized WMI”).

In addition, the Plan provided for the creation of the Trust, which was formed on March 6, 2012, pursuant to the execution of the liquidating trust agreement dated as of March 6, 2012, by and among the Debtors, William C. Kosturos, as the liquidating trustee (the “Liquidating Trustee”), and CSC Trust Company of Delaware, as the Delaware resident trustee (as amended, the “Liquidating Trust Agreement”). On or shortly after the Effective Date, certain of the Debtors’ assets were transferred to the Trust for the benefit of those stakeholders who were not paid in full in the Initial Distribution or whose claims remain disputed. The Trust is a successor-in-interest to the Debtors pursuant to the Plan and the Liquidating Trust Agreement. The Trust has an initial term of three years from the Effective Date, subject to extension for up to an additional three years (subject to certain limited exceptions) with the approval of the Bankruptcy Court.

As the successor-in-interest to WMI, the Trust bears the responsibility for future reporting to the Bankruptcy Court. The Trust reports in accordance with liquidation basis accounting, which requires the reporting entity to report its assets and liabilities based on net realizable values, or the cash the Trust expects to receive for its assets. For purposes of the Quarterly Summary Reports, management has used the fair market values assigned to the assets for tax reporting purposes. Valuation of assets requires management to make difficult estimates and judgments. Management used the services of an independent valuation firm to make its estimates for select assets. Estimates necessarily require assumptions, and changes in such assumptions over time could materially affect the results. Due to the inherently uncertain nature of estimates and the underlying assumptions, the actual cash to be received by the Trust from liquidation of assets and liabilities will likely be different than reported. Ongoing adjustments and reconciliations will be reflected in future Quarterly Summary Reports filed with the Bankruptcy Court (which the Trust files with the U.S. Securities and Exchange Commission, or “SEC”, under cover of Form 8-K), and in the

Trust’s modified annual report on Form 10-K filed with the SEC for its fiscal year ending December 31, 2012 on April 1, 2013.

The information provided in the notes to the financial statements is provided to offer additional information to the readers of this report. However, the information is not complete and should be read in conjunction with the Plan and Disclosure Statement. In addition, readers are encouraged to visit the Trust’s website at www.wmitrust.com, which contains a link to the Trust’s filings with the SEC.

WMI Liquidating Trust

June 2013 Quarterly Summary Report - UNAUDITED

Schedule of Cash Receipts and Disbursements -- Quarterly

	For the Quarter ended June 30, 2013

	Cash			Litigation Reserve		Disputed Claim Cash			Restricted Cash			Total
Beginning Cash - March 31, 2013	$	62,894,261		$	17,583,170	$	176,537,703		$	24,239,747		$	281,254,881

Receipts
Interest /Investment Income Received		4,071					5			-			4,076
Treasury Bill accretion		10,427			-		29,571			-			39,998
Sale / Monetization of Debtor's assets		2,701,473			-		-			-			2,701,473
Collection of tax receivable		-			-		-			-			-
Proceeds from Litigation		-			-		-			-			-
Proceeds from run-off notes		3,004,090			-		856			-			3,004,946
Distribution from subsidiaries		-					-						-
Reimbursement for tax professional fees		-			-		-			-			-
Other receipts		160,396			-		-						160,396
Total Receipts		5,880,457			-		30,432			-			5,910,889

Transfers
Disallowance of disputed claims		45,088			-		(45,088	)		-			-
Allowance of disputed claims		-					(4,455	)		4,455			-
Allowance of unreserved claims		(150,528	)		-		-			150,528			-
Distribution to disputed Liquidating Trust Interests		(555,575	)		-		555,575			-			-
Claims disallowed for non-release		-								-			-
Other transfers		29,808			-		-			(29,808	)		-
Total transfers		(631,207	)		-		506,032			125,175			-

Disbursements/Payments

Disbursements to allowed claimants
Disbursements to Liquidating Trust Interests		21,798,238			-		-			(26,939	)		21,771,299
Disbursements to newly released / allowed claims		-			-		-			21,767,259			21,767,259
Other disbursements to allowed claimants (taxes, releases, etc)		24,811					-			1,306,724			1,331,535

Disbursements made for bankruptcy expenses
For services prior to the effective date		-			-		-			-			-
For services after the effective date		8,694,020			445,304		-			-			9,139,324

Disbursements in ordinary course:
Salaries and benefits		349,455			-		-			-			349,455
Travel and other expenses		28,014			-		-			-			28,014
Occupancy and supplies		135,086			-		-			-			135,086
Other outside services		34,155			-		-			-			34,155
Other disbursements		128,944			-		-			-			128,944
Trust Advisory Board fees and expenses		493,495			-		-			-			493,495
Disbursements in ordinary course		1,169,149			-		-			-			1,169,149

Total Disbursements		31,686,218			445,304		-			23,047,044			55,178,566


Ending Cash and Cash Equivalants	$	36,457,294		$	17,137,866	$	177,074,167		$	1,317,878		$	231,987,204

WMI Liquidating Trust

June 2013 Quarterly Summary Report - UNAUDITED

Schedule of Cash Receipts and Disbursements -- Cumulative

	From the Effective Date through June 30, 2013

	Cash			Litigation Reserve		Disputed Claim Cash			Restricted Cash			Total
Beginning Cash - Effective Date	$	140,117,720		$	20,000,000	$	725,779,642		$	53,738,857		$	939,636,219

Receipts
Interest /Investment Income Received		4,190			-		54			10,158			14,402
Treasury Bill accretion		16,475			-		309,509			-			325,984
Sale / Monetization of Debtor's assets		3,629,622			-		-			-			3,629,622
Proceeds from run-off notes		33,540,306			-		9,880			-			33,550,186
Distribution from subsidiaries		3,431,878			-		-			-			3,431,878
Reimbursement for tax professional fees		1,455,407			-		-			-			1,455,407
Other receipts		1,291,475			-		12,571			904,564			2,208,610
Total Receipts		43,369,353			-		332,014			914,722			44,616,089

Transfers
Disallowance of disputed claims		562,739,049			-		(562,739,049	)		-			-
Allowance of disputed claims		-			-		(35,741,818	)		35,741,818			-
Allowance of unreserved claims		(150,528	)		-		-			150,528			-
Distribution to disputed Liquidating Trust Interests		(49,443,376	)		-		49,443,376			-			-
Claims disallowed for non-release		14,209,673					-			(14,209,673	)		-
Other transfers		1,527,305			-		-			(1,527,305	)		-
Total transfers		528,882,122			-		(549,037,490	)		20,155,368			-

Disbursements/Payments

Disbursements to allowed claimants
Disbursements to Liquidating Trust Interests		592,178,930			-		-			(10,931,275	)		581,247,655
Disbursements to newly released / allowed claims		-			-		-			72,902,010			72,902,010
Other disbursements to allowed claimants (taxes, releases, etc)		28,865			-		-			11,520,334			11,549,199

Disbursements made for bankruptcy expenses
For services prior to the effective date		49,874,229			-		-			-			49,874,229
For services after the effective date		28,348,530			2,862,134		-			-			31,210,664

Disbursements in ordinary course:
Salaries and benefits		2,448,427			-		-			-			2,448,427
Travel and other expenses		112,456			-		-			-			112,456
Occupancy and supplies		719,259			-		-			-			719,259
Other outside services		518,750			-		-			-			518,750
Other disbursements		333,886			-		-			-			333,886
D&O Insurance		464,625			-		-			-			464,625
Trust Advisory Board fees and expenses		883,945			-		-			-			883,945
Disbursements in ordinary course		5,481,349			-		-			-			5,481,349

Total Disbursements		675,911,902			2,862,134		-			73,491,069			752,265,105


Ending Cash and Cash Equivalants	$	36,457,294		$	17,137,866	$	177,074,167		$	1,317,878		$	231,987,204

WMI Liquidating Trust

June 2013 Quarterly Summary Report - UNAUDITED

Statements of Net Assets in Liquidation

(Liquidation Basis)

	6/30/2013		Effective Date
Assets:
Cash and cash equivalents	$	36,457,294	$	140,117,720
Cash held in reserve for litigation costs		17,137,866		20,000,000
Cash held in reserve for disputed claims		177,074,167		725,779,642
Other restricted cash		1,317,878		53,738,857
Total cash and cash equivalents		231,987,204		939,636,219

Income tax receivable		96,000,000		96,000,000
WMI runoff notes		116,834,337		127,851,091
WMI runoff notes (held in Disputed Claims)		33,351		1,232,742
Investment in subsidiaries		202,313		3,715,263
Prepaid expenses		1,172,848		948,080
Other assets		109,744		2,285,732
Total assets	$	446,339,799	$	1,171,669,128

Liabilities:
Pre-effective date liabilities	$	300,252	$	94,112,477
Cash held for allowed claimants		1,317,878		53,471,976
Estimated costs to operate trust		17,451,079		40,000,000
Accounts payable		6,305		6,123,945
Accrued wages and benefits		313,264		18,261
Other accrued liabilities		1,907,107		133,441
Accrued liabilities - DCR		5,896		-
Total liabilities		21,301,781		193,860,100

Net assets in liquidation:
Net assets subject to disputed claims		177,101,623		727,012,384
Net assets available to Liquidating Trust Interests		247,936,394		250,796,644
Total net assets		425,038,018		977,809,028

Total liabilities and net assets	$	446,339,799	$	1,171,669,128

WMI Liquidating Trust

June 2013 Quarterly Summary Report - UNAUDITED

Statement of Changes in Net Assets in Liquidation

(Liquidation Basis)

	Quarter Ended 06/30/2013			Cumulative to Date

Net assets, beginning:	$	443,490,731			977,809,028

Income
Interest / Investment income - DCR		40,435			322,998
Interest income - runoff notes		3,741,702			21,334,013
Earnings / (Losses) from subsidiaries		(6,234	)		(81,071	)
Recovery of/(Additional) pre-effective expense		16,871			66,356,720
Other income / (Expense)		(142,693	)		2,367,224
Total income		3,650,080			90,299,885

Expenses
Payroll and benefits		382,521			2,282,146
Occupancy and supplies		85,217			471,550
Professional fees & services		3,732,847			30,854,444
Other expenses		163,836			849,585

Total operating expenses		4,364,421			34,457,725
Change in reserve for costs to operate trust		(4,364,421	)		(22,548,922	)
Litigation expenses		300,101			2,877,135
Added / (Reduced) Expense		300,101			14,785,937

Other items
Allowed Claims		(4,455	)		(35,741,818	)
Disbursements to Liquidating Trust Interests		(21,798,238	)		(592,178,930	)
Other disbursements		-			(364,211	)
		-
Total changes in Net Assets		(18,452,713	)		(552,771,011	)

Net assets, ending		425,038,018		$	425,038,018

NOTES TO FINANCIAL STATEMENTS

(Unless otherwise defined herein, all capitalized terms have the same meaning as defined in the Plan)

Note 1: Establishing the Trust

The Plan provides for the creation of the Trust. On or shortly after the Effective Date, certain of the Debtors’ assets were transferred to the Trust for the benefit of those stakeholders who were not paid in full in the Initial Distribution made on or about March 23, 2012 or whose claim was disputed or otherwise unresolved. The Trust is and will continue to be responsible for liquidating, converting to cash and distributing the Trust’s assets to the Trust’s beneficiaries. The beneficiaries have received, and will continue to receive, under certain circumstances as specified by the Plan, beneficial interests in the Trust in exchange for their unpaid Claims against or Equity Interests in the Debtors (“Liquidating Trust Interests” or “LTIs”). The LTIs are not transferable except by will, intestate succession or operation of law. The outstanding balance for LTIs as of June 30, 2013 is reported on the “Rollforward of Liquidating Trust Interests.”

Creditors who held unpaid claims as of the Effective Date and who were projected to receive recoveries under the Plan as of such date, have received or will receive LTIs for their unpaid Allowed Claims entitling them to future distributions from or by the Trust in accordance with the subordination provisions of the Plan. If distributions from the Trust become available to creditors and Equity Interest holders who have not received LTIs, additional LTIs will be issued to effectuate future distributions.

In addition, the Liquidating Trustee administers the Disputed Claims Reserve (“DCR”). Holders of claims who have not been allowed (or holders who have not provided the necessary tax forms) did not receive cash or LTIs as part of the Initial Distribution, and such assets were transferred to the DCR pending resolution of claims (or submission of the necessary tax forms). Since the Effective Date, the DCR balances have changed due to the disallowance and allowance of disputed claims as well as payment on behalf of LTIs held by the DCR.

The Trust, as a liquidating trust, is intended to qualify as a grantor trust for U.S. federal and state income tax purposes. A grantor trust is generally not treated as a separate taxpaying entity (i.e., it is treated as a pass-thru entity); as such, we do not anticipate that the Trust will be subject to U.S. federal or state income taxation. See Note 4.

Note 2: Liquidation Basis Accounting

Given the liquidating nature of the Trust, management is reporting its financial statements using liquidation basis accounting, consistent with AICPA Statement of Position 93-3 (“SOP 93-3”). Liquidation basis accounting may be considered GAAP for entities that do not intend to continue as a going concern.

Key elements of liquidation basis accounting as set forth in SOP 93-3 include:

·	Assets and liabilities should be reported at their net realizable values. The Trust is reporting the values consistent with the values used for tax purposes, which were based on estimates made by an independent valuation firm for select assets.

Instead of a balance sheet and income statement, the Trust provides a Statement of Net Assets in Liquidation and Statement of Changes in Net Assets in Liquidation. The Statement of Net Assets should report assets and liabilities at the amount of cash expected to be received or paid in liquidation. Such a report is inherently uncertain, as it is based on estimates and assumptions. The cash amounts actually received and paid could be materially different than the reported balances.

The costs expected to execute the liquidation should be recorded upfront. As of the Effective Date, the Trust recorded a liability for the $40.0 million on the Effective Date as provided by the Plan to operate the Trust. As of December 31, 2012, the Trust estimated that total expenses for the life of the Trust would be

$51.9 million. The Trust has incurred expenses of $34.3 million from the Effective Date through June 30, 2013, including the expenses during the quarter of $4.4 million. The liability balance as of June 30, 2013 is $17.5 million.

Note 3: Distributions to LTI Holders

The Plan and Liquidating Trust Agreement provides direction that the Liquidating Trustee will make distributions on at least a quarterly basis, subject to certain exceptions.

The next quarterly Distribution Date is August 1, 2013. The Trust is scheduled to distribute $6.1 million effective as of the Distribution Date. The primary sources for the August distribution are the receipt of $5.9 million on account of interest on, and a partial redemption of, First Lien Runoff Notes (as defined in the Plan) held by the Trust. The Trust received approximately $3.0 million of interest on the First Lien Runoff Notes during the period and approximately $2.9 million of the partial redemption on July 1.

Note 4: Disputed Claims Reserve

From and after the Effective Date, the Trust retains, for the benefit of each holder of a disputed claim, Cash, LTIs, and to the extent elected by such holder, Runoff Notes issued by Reorganized WMI, and any dividends, gains or income attributable in respect of any of the foregoing. The amounts retained are calculated as if each of the claims is an Allowed Claim in an amount equal to the lesser of (i) the liquidated amount set forth in the filed proof of Claim relating to such Disputed Claim, (ii) the amount in which the Disputed Claim shall be estimated by the Bankruptcy Court pursuant to section 502 of the Bankruptcy Code and constitutes and represents the maximum amount in which such Claim may ultimately become an Allowed Claim, and (iii) such other amount as may be agreed upon by the holder of such Disputed Claim and the Liquidating Trustee; provided, however, that the recovery by any holder of a Disputed Claim shall not exceed the lesser of (i), (ii) and (iii) above.

Pursuant to the Plan and the Liquidating Trust Agreement, the Liquidating Trustee (A) treats the DCR as a “disputed ownership fund” governed by Treasury Regulation section 1.468B-9 (and will make any appropriate elections), and (B) to the extent permitted by applicable law, reports consistently with the foregoing for state and local income tax purposes. Accordingly, the DCR is a separate taxable entity for U.S. federal income tax purposes, and all distributions from such reserve are taxable to such reserve as if sold at fair market value. Any distributions from the DCR will be treated for U.S. federal income tax purposes as if received directly by the recipient from the Debtors on the original Claim or Equity Interest of such recipient.

During the quarter ending June 30, 2013, approximately $45.1 thousand of cash held by the DCR on behalf of disputed claimants was released as unencumbered assets of the Trust.

After giving effect to the transactions described above, on the Statement of Net Assets, as of June 30, 2013, DCR assets include cash of $177.1 million and $33.4 thousand of Runoff Notes (including interest). The DCR, by reason of its allocable ownership of LTI assets on behalf of disputed claimants, is entitled to a pro rata share of the remaining assets of the Trust. Assets of the DCR will be made available to the LTI holders in accordance with the Plan as and when disputed claims become disallowed. For further information regarding the DCR, see the “Rollforward of Liquidating Trust Interests” and the “Rollforward of Disputed Claims Reserve”.

Note 5: Reserve for Litigation Costs

The Plan required that the Trust set aside $20.0 million to potentially pursue recoveries from pending and future litigations (other than tax-related litigation) and to defend certain claims. Because it has not been determined whether and to what extent such funds will actually be used, the Trust did not, upon emergence, record a liability for such costs and the Trust will report costs as incurred. However, the Trust does report the cash as a separate line item on the Statement of Net Assets and the activity is disclosed on the Schedule of Cash Receipts and Disbursements. As of June 30, 2013, $2.9 million had been paid to litigation professionals and total costs incurred were $2.9 million.

Note 6: Taxes

Pursuant to the Plan and the Global Settlement Agreement with JPMC and the FDIC, the Trust and JPMC will share in all future WMI net tax refunds on a 20% / 80% pro rata basis, respectively. There are numerous litigations and refunds remaining at the Federal and State tax levels. Total net refunds remaining are estimated to be between $200 and $600 million, of which the Trust would receive between $40 and $120 million. An escrow account was established to accumulate net tax refunds in accordance with the terms of the Global Settlement Agreement. Management’s current estimate of the Trust’s share of the net tax refunds is $96 million. There was no significant activity in the tax refund escrow account during the quarter and there are no scheduled distributions from the account.

Note 7: Runoff Notes

Pursuant to the Plan, Reorganized WMI issued Runoff Notes in the aggregate original principal amount of $130,000,000.00, maturing on the eighteenth (18th) anniversary of the Effective Date, bearing interest at a rate of thirteen percent (13%) per annum (payable in cash to the extent of available runoff proceeds or in kind through the capitalization of accrued interest at the rate of thirteen percent (13%) per annum to the extent runoff proceeds are unavailable). The repayment of the Runoff Notes is limited to certain proceeds from WM Mortgage Reinsurance Company Inc., which is a wholly-owned subsidiary of Reorganized WMI. On June 1, 2013, Reorganized WMI paid approximately $3.0 million of interest on the First Lien Runoff Notes. On May 30, 2013, the Trust was notified that Reorganized WMI had elected to make a payment-in-kind interest payment on the Second Lien Runoff Notes held by the Trust. Accordingly, the interest due on those notes was capitalized to the outstanding principal of the Second Lien Runoff Notes. The amount of interest such capitalized totaled $728.7 thousand.

Pursuant to the Plan, creditors were entitled to elect a distribution of Runoff Notes in lieu of cash received on the Effective Date. To the extent that eligible creditors did not elect all of the Runoff Notes, any remaining balance of the Runoff Notes was transferred to the Trust. The Plan provides the conditions under which the Trust can distribute the Runoff Notes. As of June 30, 2013, the Trust owned $115.6 million of Runoff Notes (including paid-in-kind interest) at face amount and interest receivable of $1.2 million for the benefit of all LTI holders. In addition, the Trust (through the DCR) holds $33.4 thousand of Runoff Notes (including interest) on behalf of disputed claim holders who elected Runoff Notes in lieu of cash.

In addition, Reorganized WMI redeemed approximately $2.9 million of First Lien Runoff Notes on July 1, 2013. The proceeds were included in the determination of the August 2013 distribution.

Note 8: Disputed Equity Escrow

In addition to the DCR, the Plan established a Disputed Equity Escrow to hold shares of Reorganized WMI common stock for distribution based on the resolution of disputed equity interests. A dismissal of disputed equity interests will result in a distribution to common shareholders of Reorganized WMI consistent with the allocation of, and manner of distribution of, common shares on the Effective Date. The shares and any cash distributed on behalf of the shares are held in a separate escrow account that is not recorded as an asset of the Trust. The Liquidating Trustee is the escrow agent for the Disputed Equity Escrow. The Disputed Equity Escrow is taxed in a similar manner to the DCR (see description above). All expenses of the Disputed Equity Escrow (other than taxes) are borne by the Trust. As of June 30, 2013, there were approximately 2.9 million shares of Reorganized WMI common stock in the Disputed Equity Escrow.

Note 9: Settlement of Employee Related Claims

The Trust currently holds reserves for employee claims filed by 91 former employees of WMB or WMI, as the case may be. Several claims have been amended and reinstated during the quarter. As of July 30, 2013, the aggregate “as-filed” amount of these claims totaled approximately $140.2 million.

On March 25, 2013, the Court ordered that the parties involved in litigating the employee related claims suspend discovery efforts while the parties enter into settlement negotiations in an effort to resolve these claims consensually.

The Trust has negotiated settlements with 55 of these claimants, which settlements are at varying stages of applicable approvals and agreement on definitive documentation. The “as-filed” amount of the claims with pending settlements totals approximately $93.5 million. One individual settlement has received all applicable approvals and such settlement amount will be paid as part of the August 1 distribution. The remaining 54 settlements are still pending.

With respect to the non-settling claimants, the Court recently ordered the parties to submit a proposed scheduling order to proceed with the litigation of these claims.

WMI Liquidating Trust

June 2013 Quarterly Summary Report -- UNAUDITED

Rollforward of Liquidating Trust Interests (1)


	Beginning -- 04/01/13		Post Effective Accretion		Allowed		Disallowed		Disbursement			Other		Ending -- 06/30/13		06/30/13 - 08/01/13 Accretion		Projected 08/01/13 Distribution			Projected Ending Balance


CCB (Tranche 3) (2)		43,367,125		292,440		-		-		(21,556,049	)		-		22,103,516		75,979		(5,881,710	)		16,297,785

PIERS (Tranche 4) (3)		235,866,160		985,332		-		-		-			-		236,851,492		349,049		-			237,200,541

Remaining Postpetition Interest Claim (Tranche 4) (4)		46,238,971		223,171		-		-		-			-		46,462,141		76,271		-			46,538,412

Allowed General Unsecured Claims (Tranches 2-4)		3,672,874		16,944		6,060		-		(242,189	)		-		3,453,689		5,669		(66,369	)		3,392,989


LTI balances -- Current LTI holders		329,145,130		1,517,886		6,060		-		(21,798,238	)		-		308,870,838		506,969		(5,948,079	)		303,429,727

LTI balances -- Disputed Claims (3)		8,425,480		38,869		-		-		(555,575	)		-		7,908,775		12,983		(151,983	)		7,769,775

TOTAL LTI Balances		337,570,610		1,556,756		6,060		-		(22,353,813	)		-		316,779,612		519,951		(6,100,062	)		311,199,502

NOTES

* Holders of Liquidating Trust Interests will receive statements of their individual LTI holdings outlining the respective rollforward activity through 08/01/13.

1)		Liquidating Trust Interests are not issued to holders of subordinated claims and equity interests. Additional LTI's will only be issued to holders of subordinated claims and equity interests if proceeds exceed the face amounts issued to current LTI holders.

2)		CCB balance excludes the LTI portion allocable to the common stock component of the CCB claim.

3)		PIERS balance represents "Cap" established due to difference between Federal Judgment Rate and Subordinated Contractual Rates. The adjustment in the "Post Effective Accretion" column represents the FJR interest paid to the class partially offset by the subordination of PIERS to senior levels, increasing the "Cap", or in other words, the highest possible amount that PIERS holders can collect as of the date of this report.

4)		A Claim by a holder of an Allowed Senior Notes Claim with respect to Floating Rate Notes against any of the Debtors or the Debtors’ estates for interest accrued during the period from the Petition Date up to and including the date of final payment of such Claim, in an amount equal to (a) such holder’s Postpetition Interest Claim minus (b) such holder’s Intercreditor Interest Claim.

WMI Liquidating Trust

Next Dollar Analysis - LTI Balance as of June 30, 2013

Remaining Aggregate Distribution	Distribution Description	LTI Distribution Recipient (1) (2)

Up to $22,948,258	Until LTI holders of CCBs claims are paid in full	CCB CUSIPs	96.32%
		General Unsecured Claims	3.68%


$22,948,259 - $79,857,629	Until Debtor begins to pay actual post-petition interest as	General Unsecured Claims	3.58%
	opposed to by reason of contractual subordination	PIERS CUSIPs	96.42%


$79,857,630 - $316,779,612	Until LTI holders of Remaining Post-Petition Interest, PIERS and GUC are paid in full	Remaining Post Petition Interest Claim -- Senior Floating	19.61%

		General Unsecured Claims	3.58%
		PIERS CUSIPs	76.81%

NOTES:
(1)		The percentages represent the percentage of each incremental distributed dollar each group would receive. The percentages represent the group in total. Due to various elements including, but not limited to, the pro rata calculation on interest versus principal and the timing of the allowance of a claim, the percentage for an individual claim and/or group will vary from the group's total percentage.

(2)		The disputed claims (on an "as if allowed" basis) are included in the General Unsecured Claims percentages.

WMI Liquidating Trust

Next Dollar Analysis - Projected LTI Balance after August 1, 2013 Distributions

Remaining Aggregate Distribution	Distribution Description	LTI Distribution Recipient (1) (2)

Up to $16,923,393	Until LTI holders of CCBs claims are paid in full	CCB CUSIPs	96.30%
		General Unsecured Claims	3.70%


$16,923,394 - $74,277,519	Until Debtor begins to pay actual post-petition interest as	General Unsecured Claims	3.58%
	opposed to by reason of contractual subordination	PIERS CUSIPs	96.42%


$74,277,520 - $311,199,502	Until LTI holders of Remaining Post-Petition Interest, PIERS and GUC are paid in full	Remaining Post Petition Interest Claim -- Senior Floating	19.63%

		General Unsecured Claims	3.58%
		PIERS CUSIPs	76.78%

NOTES:
(1)		The percentages represent the percentage of each incremental distributed dollar each group would receive. The percentages represent the group in total. Due to various elements including, but not limited to, the pro rata calculation on interest versus principal and the timing of the allowance of a claim, the percentage for an individual claim and/or group will vary from the group's total percentage.

(2)		The disputed claims (on an "as if allowed" basis) are included in the General Unsecured Claims percentages.

WMI Liquidating Trust

June 2013 Quarterly Summary Report - UNAUDITED

Rollforward of Disputed Claims Reserve

	Disputed Assets (2)			LTI (3)

Beginning Balance - 03/31/13		176,564,755			8,425,480

Post-effective Accretion on LTI portion		-			38,869

Net Interest Earned on Disputed Assets		30,836			-

Cash Distribution to Disputed LTIs		555,575			(555,575	)

Less: Allowed Clams (1)		(4,455	)		-

Less: Disallowed Claims		(45,088	)		-

Ending Balance - 06/30/13		177,101,623			7,908,775

NOTES:

1)		Cash for allowed claims will be distributed on Aug 1
2)		"Disputed Assets" includes cash held for the benefit of disputed claims as well as Runoff Notes elected by disputed claim holders in lieu of cash on the Effective Date
3)		The face amount of unpaid claims which represents a claim against the general assets of the Trust, distributable in accordance with the subordination provisions of the Plan

WMI Liquidating Trust - FORM 8-K - EX-99.1 - EX.99.1 - QUARTERLY SUMMARY REPORT - July 30, 2013

Attached files