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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 6, 2009
WASHINGTON MUTUAL, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 1-14667
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WASHINGTON |
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91-1653725 |
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(State or other jurisdiction of |
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(IRS Employer |
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incorporation) |
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Identification No.) |
1301 SECOND AVENUE
SEATTLE, WASHINGTON 98101
(Address of principal executive offices, including zip code)
(206) 461-2000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01 Regulation FD Disclosure
On January 6, 2009, Washington Mutual, Inc. (the “ Company ”) and WMI Investment Corp. (together with the Company, the “ Debtors ”) filed their monthly operating report for the period November 1, 2008 to November 30, 2008 (the “ Monthly Operating Report ”) with the United States Bankruptcy Court for the District of Delaware (the “ Court ”) (Case Number 08-12229 (MFW)). The Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This Current Report (including the exhibit hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.
The Monthly Operating Report may be available electronically, on the internet website of the Debtors’ claims agent, Kurtzman Carson Consultants, LLC, at http://www.kccllc.net/.
Limitation on Incorporation by Reference
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Cautionary Statement Regarding Financial and Operating Data
The Company cautions investors and potential investors not to place undue reliance upon the information contained in the 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 the Company. The Monthly Operating Report is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Court. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with Generally Accepted Accounting Principles in the United States, 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 the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.
Cautionary Statement Regarding Forward-Looking Statements
The Current Report on Form 8-K and the exhibit hereto contain certain statements that may be deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the Company’s current plans, expectations, estimates and management’s beliefs about the Company’s future performance. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates” or variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to risks and uncertainties that are difficult to predict and which may cause the Company’s actual results and performance to differ materially from those expressed or forecasted in any such forward-looking statements. Some of these risks and uncertainties are discussed in the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2007 under “Factors that May Affect Future Results.” These risks include, among other factors, changes in business, economic and market conditions, changes in government regulation, and changes in the competitive environment in which the Company operates. Other risks that the Company faces include, but are not limited to, the following: (i) the Company’s ability to obtain Court approval with respect to motions in the Chapter 11 proceeding prosecuted by it from time to time; (ii) risks associated with third parties seeking and obtaining Court approval to convert the case to a Chapter 7 case; and (iii) the potential adverse impact of the Chapter 11 case on the Company’s liquidity or results of operations. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements. However, readers should carefully review the statements set forth in the reports, which the Company files from time to time with the Securities and Exchange Commission, particularly its Current Reports on Form 8-K.
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Item 9.01 Financial Statements and Exhibits
(c) Exhibits
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Exhibit No. |
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Description
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EX-99.1 |
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Monthly Operating Report for the period November 1, 2008 to November 30, 2008, filed with the United States Bankruptcy Court for the District of Delaware. |
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3
Signature(s)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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WASHINGTON MUTUAL, INC. |
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Date: January 6, 2009 |
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By: |
/s/ John Maciel |
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John Maciel Chief Financial Officer |
EXHIBIT 99.1
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
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In re Washington Mutual, Inc. et al |
Case No. 08-12229 (MFW) |
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Reporting Period: 11-01-08 to 11-30-08 |
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MONTHLY OPERATING REPORT
I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the documents attached are true and correct to the best of my knowledge and belief.
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/s/ John Maciel |
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January 6, 2009 |
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Signature of Authorized Individual* |
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Date |
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John Maciel |
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Chief Financial Officer |
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Printed Name of Authorized Individual |
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Title of Authorized Individual |
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*Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.
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In re Washington Mutual, Inc., et al Case No. 08-12229 (MFW) |
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DISCLAIMER
Washington Mutual, Inc. (“WMI”) and WMI Investment Corp. (together, the “Debtors”) caution investors and potential investors in WMI not to place undue reliance upon the information contained in this Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of WMI. The Monthly Operating Report is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court and the United States Trustee. The Monthly Operating Report was not audited or reviewed by independent accountants; does not purport to present the financial statements of WMI in accordance with generally accepted accounting principles; does not purport to present the market value of WMI’s assets and liabilities or the recoverability of WMI’s assets; is in a format prescribed by applicable bankruptcy laws; and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in WMI’s securities, the Monthly Operating Report is complete. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results. This disclaimer applies to all information contained herein.
On September 26, 2008 (the “Petition Date”), the Debtors each commenced voluntary cases under chapter 11 of title 11 of the United States Code with the United States Bankruptcy Court for the District of Delaware. Prior to the Petition Date, on September 25, 2008, the Director of the Office of Thrift Supervision, appointed the Federal Deposit Insurance Corporation (the “FDIC”) as receiver for Washington Mutual Bank (“WMB”) and advised that the receiver was immediately taking possession of WMB. Immediately after its appointment as receiver, the FDIC sold substantially all the assets of WMB, including the stock of WMBfsb, to JPMorgan Chase Bank, National Association (“JPM”) 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 FDIC’s sale of substantially all the assets of WMB to JPMorgan Chase many of the Debtors’ books and records were seized by the FDIC and transferred to the custody of JPMorgan Chase. 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 JPM. Accordingly, this Monthly Operating Report was prepared, in large 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 Chase.
Given the Debtors’ limited, and in most cases indirect, access to the information relating to this Monthly Operating Report, the Debtors are still in the process of verifying the accuracy or completeness of all the information, statements and representations of WMB and JPMorgan Chase. WMI is in the process of developing its own accounting and finance processes. WMI’s management has reviewed and made certain adjustments to the information provided by representatives of WMB and JPMorgan Chase. The results set forth in this Monthly Operating Report are, however, being investigated further and may vary from the results listed in this Monthly Operating Report.
Results represented in this Monthly Operating Report are consistent with WMI’s accounting practices as of the Petition Date. However, records of prepetition assets and liabilities, including, among other things, liabilities owed by WMI to WMB and its affiliates are likely to be adjusted. The Debtors reserve all rights to amend the results represented in this Monthly Operating Report.
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Washington Mutual, Inc., et al November 2008 Monthly Operating Report – UNAUDITED MOR 1 -- Schedule of Cash Receipts and Disbursements |
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Case No. 08-12229 (MFW) |
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Washington Mutual, Inc. |
WMI Investment Corp |
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Account |
Deposit |
Deposit |
Deposit |
Deposit |
Deposit |
General |
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Deposit |
General |
Deposit |
General |
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Bank |
WMB/JPM |
WMB/JPM |
BNY Mellon |
WMB/JPM |
WMB/JPM |
Bank of America |
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WMB/JPM |
Bank of America |
US Bank |
BNY Mellon |
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Bank Account |
xxx0667 |
xxx4234 |
xxxx301 |
xxx9626 |
xxx9663 |
xxx4228 |
WMI |
xxx4704 |
xxx4231 |
xxx7001 |
xxx3053 |
WMI Inv Corp |
Combined |
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GL Account |
70/10450/9909 |
70/10441/9909 |
70/10383/9778 |
70/10450/9910 |
70/10450/9911 |
70/10305/9347 |
Total |
467/10450/9909 |
467/10305/9347 |
467/12510/9347 |
467/10383/9347 |
Total |
Total |
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Opening Balance - 10/31/2008 |
266,346,125 |
3,667,943,173 |
81 |
4,650 |
747,799 |
10,707,364 |
3,945,749,192 |
53,378,234 |
- |
- |
2,964,060 |
56,342,294 |
4,002,091,486 |
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Receipts |
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Interest & investment returns |
1,185 |
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1,185 |
115,544 |
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2,135,793 |
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2,251,338 |
2,252,523 |
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Tax Refunds |
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782,553 |
782,553 |
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- |
782,553 |
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Reimbursements from WMB |
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- |
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- |
- |
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Reimbursements from subs |
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- |
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- |
- |
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Sales of Assets/Securities |
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297,421 |
297,421 |
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52,487,846 |
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52,487,846 |
52,785,267 |
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Covered bond deposit -- Expenses |
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1,450,000 |
1,450,000 |
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- |
1,450,000 |
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Miscellaneous Receipts |
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40,000 |
40,000 |
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- |
40,000 |
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Total Receipts |
1,185 |
- |
- |
- |
- |
2,569,974 |
2,571,159 |
115,544 |
- |
54,623,639 |
- |
54,739,183 |
57,310,343 |
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Transfers |
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General to Disbursement |
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- |
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- |
- |
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Sweep to Money Market account |
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- |
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(51,385,663) |
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(51,385,663) |
(51,385,663) |
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General to Payroll |
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- |
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- |
- |
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To new bank account |
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- |
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2,964,260 |
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(2,964,260) |
0 |
0 |
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Total Transfers |
- |
- |
- |
- |
- |
- |
- |
- |
2,964,260 |
(51,385,663) |
(2,964,260) |
(51,385,663) |
(51,385,663) |
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Disbursements |
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Insurance |
5,000,000 |
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5,000,000 |
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- |
5,000,000 |
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Retainer |
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250,000 |
250,000 |
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- |
250,000 |
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Professional Fees |
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1,184,062 |
1,184,062 |
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- |
1,184,062 |
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Bank fees |
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- |
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2 |
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2 |
2 |
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US Trustee Quarterly Fees |
325 |
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325 |
325 |
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325 |
650 |
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Miscellaneous Adjustments |
8,334 |
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2,590 |
10,924 |
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(200) |
(200) |
10,724 |
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Total Disbursements |
5,008,659 |
- |
- |
- |
- |
1,436,652 |
6,445,311 |
325 |
2 |
- |
(200) |
127 |
6,445,438 |
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Net Cash Flow |
(5,007,474) |
- |
- |
- |
- |
1,133,321 |
(3,874,152) |
115,219 |
2,964,258 |
3,237,976 |
(2,964,060) |
3,353,393 |
(520,759) |
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Cash - End of Month |
261,338,651 |
3,667,943,173 |
81 |
4,650 |
747,799 |
11,840,685 |
3,941,875,039 |
53,493,453 |
2,964,258 |
3,237,976 |
- |
59,695,687 |
4,001,570,727 |
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GL Balance |
261,338,651 |
3,667,943,173 |
81 |
4,650 |
747,799 |
11,840,685 |
3,941,875,039 |
53,493,453 |
2,964,258 |
3,237,976 |
- |
59,695,687 |
4,001,570,726 |
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Net value - Short-term securities |
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320,680,570 |
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51,385,663 |
372,066,233 |
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Total Cash & Cash Equivalents |
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4,262,555,609 |
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111,081,350 |
4,373,636,959 |
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Washington Mutual, Inc., et al Case No. 08-12229 (MFW)
November 2008 Monthly Operating Report – UNAUDITED
MOR 1a and MOR 1c – Cash
Bank Reconciliations
The above-captioned debtors (the "Debtors") hereby submit this attestation regarding bank account reconciliations in lieu of providing copies of bank statements and copies of all account reconciliations.
I attest that each of the Debtors' bank accounts is reconciled to monthly bank statements. The Debtors' standard practice is to ensure that each bank account is reconciled to monthly bank statements for each calendar month 30 days after the quarter end.
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/s/ John Maciel |
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John Maciel |
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Chief Financial Officer |
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Washington Mutual, Inc. |
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Washington Mutual, Inc., et al |
Case No. 08-12229 (MFW) |
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November 2008 Monthly Operating Report -- UNAUDITED |
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MOR 1b -- Schedule of Professional Fees Paid |
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This schedule contains all retained professional payments from case inception to current month. |
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Check |
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Amount Paid |
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Case Inception to Date |
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Payee |
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Period Covered |
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Number |
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Date |
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Fees |
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Expense |
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Fees |
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Expense |
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Alvarez and Marsal |
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9/26/08 - 10/31/08 |
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Wire |
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11/24/2008 |
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$1,125,521.50 |
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$ 58,540.92 |
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$1,125,521.50 |
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$ 58,540.92 |
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Total |
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$1,125,521.50 |
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$ 58,540.92 |
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$1,125,521.50 |
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$ 58,540.92 |
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Washington Mutual, Inc., et al |
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Case No. 08-12229 (MFW) |
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November 2008 Monthly Operating Report -- UNAUDITED |
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See Accompanying Notes |
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MOR 2 Statement of Operations for the month of November |
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Washington Mutual, Inc. |
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WMI Investment Corp. |
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Nov 2008 |
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Cumulative to Date |
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Nov 2008 |
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Cumulative to Date |
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Revenues: |
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Interest income: |
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Cash equivalents |
1,550,260 |
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2,192,614 |
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- |
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- |
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Securities |
262,185 |
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262,443 |
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1,023,891 |
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2,861,417 |
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Notes receivable - intercompany |
99,354 |
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207,279 |
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- |
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1 |
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Other |
- |
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- |
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- |
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- |
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Total interest income |
1,911,799 |
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2,662,336 |
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1,023,891 |
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2,861,418 |
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Earnings from subsidiaries and other |
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equity investments |
(20,918,411) |
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(10,698,892) |
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- |
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- |
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Gains (losses) from securities |
999 |
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999 |
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(26,309,154) |
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(24,945,318) |
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Other income |
(569) |
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266,285 |
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- |
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- |
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Total revenues |
(19,006,182) |
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(7,769,272) |
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(25,285,263) |
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(22,083,900) |
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Operating expenses: |
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Compensation and benefits |
110,733 |
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432,210 |
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- |
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- |
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Occupancy and equipment |
59,690 |
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127,063 |
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- |
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- |
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Professional fees |
469,283 |
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969,519 |
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- |
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- |
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Postage, express mail and courier |
- |
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14 |
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- |
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- |
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Other outside services |
- |
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199 |
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- |
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- |
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Loss / (Income) from BOLI/COLI policies |
(975,695) |
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(1,951,390) |
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- |
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- |
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Management fees / Transition services |
1,000,000 |
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2,000,000 |
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- |
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- |
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Insurance |
1,684,475 |
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3,121,325 |
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- |
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- |
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Other |
1,661 |
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2,025 |
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143,853 |
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143,853 |
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Total operating expenses |
2,350,147 |
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4,700,965 |
|
143,853 |
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143,853 |
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Net profit (loss) before other income |
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and expenses |
(21,356,329) |
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(12,470,237) |
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(25,429,116) |
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(22,227,753) |
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Other income and expenses: |
|
|
|
|
|
|
|
|||
|
|
Interest expense: |
|
|
|
|
|
|
|
||
|
|
|
Notes payable - intercompany |
- |
|
- |
|
- |
|
- |
|
|
|
|
Borrowings |
- |
|
- |
|
- |
|
- |
|
|
|
|
|
Total interest expense |
- |
|
- |
|
- |
|
- |
|
|
Other expense / (income) |
- |
|
(158,165) |
|
- |
|
- |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit (loss) before reorganization |
|
|
|
|
|
|
|
|
|
|
|
items |
(21,356,329) |
|
(12,312,072) |
|
(25,429,116) |
|
(22,227,753) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reorganization items: |
|
|
|
|
|
|
|
|||
|
|
Professional fees |
5,452,936 |
|
10,328,522 |
|
- |
|
- |
||
|
|
US Trustee quarterly fees |
12,675 |
|
13,000 |
|
- |
|
- |
||
|
|
Gains (losses) from sale of assets |
- |
|
- |
|
- |
|
- |
||
|
|
Other reorganization expenses |
- |
|
- |
|
- |
|
- |
||
|
|
|
|
Total reorganization items |
5,465,611 |
|
10,341,522 |
|
- |
|
- |
|
|
|
|
Net profit (loss) before income taxes |
(26,821,940) |
|
(22,653,594) |
|
(25,429,116) |
|
(22,227,753) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
- |
|
- |
|
- |
|
- |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit (loss) |
(26,821,940) |
|
(22,653,594) |
|
(25,429,116) |
|
(22,227,753) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Washington Mutual, Inc., et al |
|
Case No. 08-12229 (MFW) |
|
November 2008 Monthly Operating Report -- UNAUDITED |
|
|
|
See Accompanying Notes |
|
|
|
MOR 3 Balance Sheet as of 11/30/2008 and 9/26/2008 |
|
|
|
|
|
|
|
Washington Mutual, Inc. |
|
WMI Investment Corp. |
||||
|
|
|
|
|
11/30/08 |
|
9/26/08 |
|
11/30/08 |
|
9/26/08 |
|
Assets: |
|
|
|
|
|
|
|
|||
|
|
Unrestricted cash and cash equivalents |
4,262,555,609 |
|
4,018,083,009 |
|
111,081,350 |
|
52,974,376 |
||
|
|
Restricted cash and cash equivalents |
140,220,577 |
|
143,805,609 |
|
- |
|
- |
||
|
|
Investment securities |
61,783,189 |
|
59,688,627 |
|
189,211,280 |
|
266,444,881 |
||
|
|
Accrued interest receivable |
1,576,655 |
|
413,253 |
|
1,759,555 |
|
4,084,658 |
||
|
|
Accounts receivable |
- |
|
- |
|
- |
|
- |
||
|
|
Income tax receivable |
496,038,922 |
|
742,680,150 |
|
17,897,736 |
|
22,187,560 |
||
|
|
Prepaid expenses |
13,440,185 |
|
11,311,510 |
|
- |
|
- |
||
|
|
Cash surrender value of BOLI/COLI |
85,991,128 |
|
84,039,738 |
|
- |
|
- |
||
|
|
Funded Pension |
39,173,922 |
|
638,870,071 |
|
- |
|
- |
||
|
|
Other investments |
24,406,285 |
|
25,532,184 |
|
65,433,305 |
|
65,952,708 |
||
|
|
Investment in subsidiaries |
1,901,236,010 |
|
1,894,114,445 |
|
- |
|
- |
||
|
|
Notes receivable - intercompany |
58,208,412 |
|
58,001,133 |
|
565,844,197 |
|
565,844,197 |
||
|
|
Other assets |
23,965,565 |
|
23,489,277 |
|
32,911,837 |
|
- |
||
|
|
|
|
Total assets |
7,108,596,459 |
|
7,700,029,006 |
|
984,139,260 |
|
977,488,380 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities not subject to compromise (Post-petition): |
|
|
|
|
|
|
|
|||
|
|
Accounts payable |
- |
|
- |
|
- |
|
- |
||
|
|
Taxes payable / Deferreds |
- |
|
- |
|
- |
|
- |
||
|
|
Wages payable |
- |
|
- |
|
- |
|
- |
||
|
|
Other accrued liabilities |
12,534,792 |
|
- |
|
143,528 |
|
- |
||
|
|
Rent and equipment lease payable |
125,132 |
|
- |
|
- |
|
- |
||
|
|
Other Liabilities - Intercompany |
- |
|
- |
|
- |
|
- |
||
|
|
Other post-petition liabilities |
- |
|
- |
|
- |
|
- |
||
|
|
Minority interest |
2,000,000 |
|
2,000,000 |
|
- |
|
- |
||
|
|
|
Total post-petition liabilities |
14,659,924 |
|
2,000,000 |
|
143,528 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities subject to compromise (Pre-petition): |
|
|
|
|
|
|
|
|||
|
|
Senior debt |
4,108,911,139 |
|
4,108,911,139 |
|
- |
|
- |
||
|
|
Subordinated debt |
2,356,467,965 |
|
2,356,467,965 |
|
- |
|
- |
||
|
|
Accrued interest payable |
75,907,764 |
|
75,907,764 |
|
- |
|
- |
||
|
|
Notes payable - intercompany |
684,092,246 |
|
684,092,246 |
|
- |
|
- |
||
|
|
Accrued interest payable - intercompany |
3,012 |
|
3,012 |
|
- |
|
- |
||
|
|
Accounts payable |
- |
|
- |
|
- |
|
- |
||
|
|
Accounts payable - Intercompany |
- |
|
- |
|
- |
|
- |
||
|
|
Taxes payable / Deferreds |
550,131,932 |
|
550,080,833 |
|
- |
|
- |
||
|
|
Payroll and benefit accruals |
407,200,176 |
|
407,215,221 |
|
- |
|
- |
||
|
|
Other accrued liabilities |
92,618,152 |
|
96,200,465 |
|
- |
|
- |
||
|
|
Other pre-petition liabilities |
223 |
|
223 |
|
- |
|
- |
||
|
|
|
Total pre-petition liabilities |
8,275,332,609 |
|
8,278,878,868 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
8,289,992,533 |
|
8,280,878,868 |
|
143,528 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity: |
|
|
|
|
|
|
|
|||
|
|
Preferred stock |
3,392,341,954 |
|
3,392,341,953 |
|
- |
|
- |
||
|
|
Common stock |
12,988,753,556 |
|
12,988,753,556 |
|
1,000,000,000 |
|
1,000,000,000 |
||
|
|
Other comprehensive income |
(2,173,037,452) |
|
(1,590,151,319) |
|
(7,909,774) |
|
(36,644,880) |
||
|
|
Retained earnings - pre-petition |
(15,366,800,538) |
|
(15,371,794,051) |
|
14,133,260 |
|
14,133,260 |
||
|
|
Retained earnings - post-petition |
(22,653,594) |
|
- |
|
(22,227,753) |
|
- |
||
|
|
|
|
Total shareholders' equity |
(1,181,396,074) |
|
(580,849,861) |
|
983,995,733 |
|
977,488,380 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholder's equity |
7,108,596,459 |
|
7,700,029,007 |
|
984,139,261 |
|
977,488,380 |
|
|
|
|
|
|
|
|
|
|
|
|
NOTES TO MOR-2 and MOR-3
Note 1: 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 do not reflect any potential claims against these assets. The recorded balances do not reflect the expected refunds or payments, which are currently being reviewed. WMI understands that JPMorgan Chase, the purchaser of substantially all of WMB’s assets, may claim all or a portion of expected tax refunds.
No provision or benefit from income taxes has been recorded as the NOL’s are sufficient to offset income during the reported period.
Note 2: Funded Pension
The funded pension balance was adjusted to reflect the (1) the market value of assets as of December 2, 2008 less (2) the November 2008 actuarial estimated settlement value of September 25, 2008 liabilities. The value does not reflect any recent changes in market values or interest rate assumptions since November 2008 which could materially affect the results.
Note 3: Investment in Subsidiaries
Investment in subsidiaries represents the book value of WMI’s subsidiaries, including WMI’s co-debtor, WMI Investment Corp. The balance does not represent the market value of these entities. The value of these assets will be updated when sufficient information is available.
Note 4: Other Assets
WMI Investment Corp. recorded a $33 million Other Asset as of November 30, 2008 to reflect the funds to be received from securities sold but not received until December.
Note 5: 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.
WMI intends to make a public announcement upon resolution of these issues. The foregoing notwithstanding, 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 as at November 30, 2008 would reflect a credit to shareholders’ equity of approximately $3.9 billion upon issuance of the new classes of preferred stock of WMI that were reserved for issuance upon the occurrence of the Conditional Exchange, as well as a corresponding loss of approximately $3.9 billion upon conversion of the Securities.
|
Washington Mutual, Inc. / WMI Investments |
Case No. 08-12229 (MFW) |
|
November 2008 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 |
Closting Balance Post Petition |
Beginning Tax Liability |
Amt approved for pmt |
Taxes collected |
Taxes remitted |
Closting Balance Post Petition |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
NOTES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Withholding |
* |
|
|
|
|
- |
|
|
|
|
- |
|
FICA -- Employee |
* |
|
|
|
|
- |
|
|
|
|
- |
|
FICA -- Employer |
* |
|
|
|
|
- |
|
|
|
|
- |
|
Unemployment |
* |
|
|
|
|
- |
|
|
|
|
- |
|
Income |
** |
|
|
|
|
- |
|
|
|
|
- |
|
Other: |
|
|
|
|
|
- |
|
|
|
|
- |
|
Total Federal |
|
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and Local |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Withholding |
* |
|
|
|
|
- |
|
|
|
|
|
|
Sales |
*** |
|
|
|
|
|
|
|
|
|
|
|
Unemployment |
* |
|
|
|
|
|
|
|
|
|
|
|
Real Property |
n/a |
|
|
|
|
|
|
|
|
|
|
|
Personal Property |
n/a |
|
|
|
|
|
|
|
|
|
|
|
Other |
**** |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
Total State and Local |
|
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Taxes |
|
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTES |
|
* All WMI payroll is being processed through JPM payroll services, including the remission of all related withholding taxes, benefits and employer taxes. WMI reimburses JPM for all payroll expenses. We have attached a listing of payroll related filings submitted |
|
** WMI has booked no post-petition income tax provision, nor has it made any payments. |
|
*** See signed statement below and attached listing of filings related to business activity. No outstanding liabilities reported as of November 30, 2008. |
|
**** Business and Occupation ("B&O") tax returns not filed for Seattle and Washington due to Debtor status, as directed by Department of Revenue |
|
I attest that all tax returns have been filed in acordance with federal / state / county / city requirements for the above period and according to the Company's tax payment schedule. Any payments remitted have either been incorporated into the Schedule of Cash Receipts and Disbursements at MOR-1 or booked as a payable to JPM as a reimbursement. |
|
/s/ John Maciel |
|
John Maciel Chief Financial Officer Washington Mutual, Inc., et al |
|
Washington Mutual, Inc., et al |
Case No. 08-12229 (MFW) |
|
|
Accrued Liabilities by Vendor |
|
|
|
November 2008 |
|
|
|
|
|
|
|
All payables are current as of November 30, 2008. Accounts payable process is transitioning to WMI personnel. Detailed AP aging is forthcoming in future MOR. Therefore, the Information below is post petition vendor accrual representing invoices and estimates for services through November 30, 2008. |
||
|
|
|
|
|
Management is reviewing accounts payable processed by JPM which could result in changes in the post petition payables and accrual balances. |
||
|
|
|
|
|
|
VENDOR ACCRUALS |
Accrual through 11/30 |
|
|
Akin Gump |
$ 1,677,103.35 |
|
|
Alvarez and Marsal |
1,320,854.29 |
|
|
Davis Wright Tremaine |
380,619.85 |
|
|
FTI |
730,000.00 |
|
|
Gibson Dunn |
164,058.82 |
|
|
Grant Thornton |
69,138.23 |
|
|
Joele Frank |
52,084.48 |
|
|
John Wolfe |
53,185.50 |
|
|
McKee Nelson |
147,000.00 |
|
|
Miller & Chevalier |
48,613.00 |
|
|
Milliman |
20,188.13 |
|
|
Pepper Hamilton |
158,481.36 |
|
|
Perkins Coie |
260,289.73 |
|
|
Richards, Layton |
93,585.32 |
|
|
Shearman Sterling |
241,620.34 |
|
|
Simpson Thacher |
187,448.89 |
|
|
Towers, Perrin, Forster & Crosby, Inc. |
67,658.20 |
|
|
Weil, Gotshal & Manges, LLP |
3,645,136.12 |
|
|
|
|
|
|
KCC |
365,483.41 |
|
|
US Trustee |
13,000.00 |
|
|
|
|
|
|
Total Vendor Accruals |
$ 9,695,549.02 |
|
|
Miscellaneous Accruals (including management/transition services fee, payroll, etc.) |
$ 2,839,243.30 |
|
|
|
|
|
Total Post Petition accrued liabilities |
$12,534,792.32 |
|
|
|
DEBTOR QUESTIONNAIRE
|
Must be completed each month |
Yes |
No |
|
1. Have any assets been sold or transferred outside the normal course of business
|
|
X |
|
2. Have any funds been disbursed from any account other than a debtor in possession
|
X |
|
|
3. Have all postpetition tax returns been timely filed? If no, provide an explanation
|
X |
|
|
4. Are workers compensation, general liability and other necessary insurance
|
X |
|
|
5. Has any bank account been opened during the reporting period? If yes, provide
|
X |
|
Explanations
|
2. |
Pursuant to an order of the Bankruptcy Court dated October 8, 2008, the Debtors were authorized to continue using existing bank accounts and to open new debtor in possession bank accounts. |
|
5. |
New accounts opened during the reporting period: |
|
Company |
BANK |
Account Number |
|
Washington Mutual Inc. |
US Bank (Money Market) |
XXXXX7001 |
|
Washington Mutual Inc. |
US Bank (Custodial) |
XXXXX0000 |
|
|
|
|
|
WMI Investment Corp. |
US Bank (Money Market) |
XXXXX6001 |
|
WMI Investment corp |
US Bank (Custodial) |
XXXXX6000 |