mm08-3011_8ke991.htm

Washington Mutual, Inc., et al.	Case No. 08-12229 (MFW)
July 2011 Monthly Operating Report -- UNAUDITED
MOR 1 -- Schedule of Cash Receipts and Disbursements

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

Opening Balance - 06/30/2011	262,599,139	3,685,787,240	4,673	751,402	3,989,351	4,588,557	3,957,720,362	53,746,489	327,876	54,074,365	4,011,794,727

Receipts

Interest & investment returns	43,093	604,838	1	123	895	-	648,949	8,820	30,395	39,215	688,165
Reimbursements/distributions from subs						-	-			-	-
Other miscellaneous receipts						1,811	1,811			-	1,811
Total Receipts	43,093	604,838	1	123	895	1,811	650,760	8,820	30,395	39,215	689,975


Transfers

Sweep to/(from) Money Market account					15,000,000	(15,000,000)	-				-
Transfer (to)/from Wells Managed Account					-	20,000,000	20,000,000		-	-	20,000,000
Total Transfers	-	-	-	-	15,000,000	5,000,000	20,000,000	-	-	-	20,000,000


Disbursements

Salaries and benefits						212,526	212,526		-	-	212,526
Travel and other expenses						26,382	26,382		-	-	26,382
Occupancy and supplies						90,555	90,555		-	-	90,555
Professional fees						3,592,137	3,592,137		-	-	3,592,137
Other outside services						455,089	455,089		-	-	455,089
Bank fees						23,472	23,472		67	67	23,539
US Trustee quarterly Fees						30,000	30,000		325	325	30,325
Directors fees						60,000	60,000		-	-	60,000
Taxes paid						-	-		-	-	-
Total Disbursements	-	-	-	-		4,490,161	4,490,161	-	392	392	4,490,553

Net Cash Flow	43,093	604,838	1	123	15,000,895	511,649	16,160,598	8,820	30,003	38,823	16,199,422

Cash - End of Month	262,642,232	3,686,392,078	4,674	751,525	18,990,246	5,100,206	3,973,880,960	53,755,309	357,879	54,113,188	4,027,994,149

GL Balance	262,642,231	3,686,392,078	4,674	751,525	18,990,246	5,100,206	3,973,880,961	53,755,309	357,879	54,113,188	4,027,994,149

Net value - short-term securities							523,942,995			222,301,542	746,244,537

Total Cash & Cash Equivalents							4,497,823,955			276,414,730	4,774,238,685

July 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 July 31, 2011

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

Akin, Gump, Strauss, Hauer & Feld LLP	05/01/11 - 05/31/11	Wire	07/28/11	$	614,205.00	$	14,588.60	$	20,650,788.48	$	689,563.40
Alvarez & Marsal	06/01/11 - 06/30/11	Wire	07/28/11		1,440,664.00		81,211.76		60,066,285.99		2,702,077.64
Ashby & Geddes, P.A.	05/01/11 - 05/31/11	Wire	07/28/11		129,155.20		8,409.92		1,400,160.30		130,024.92
Benesch, Friedlander, Coplan & Aronoff									24,742.50		1,677.26
Blackstone Advisory Partners LLP									1,830,000.00		81,539.54
Cole, Schotz, Meisel, Forman & Leonard, PA									41,651.00		12,664.31
CONSOR Intellectual Asset Management									255,318.00		3,249.00
CP Energy Group, LLC									91,347.88		159.47
Davis Wright Tremaine LLP	02/01/11 - 04/30/11	3628	07/21/11		7,524.80		7.20		734,129.30		24,577.55
Elliott Greenleaf	03/01/11 - 04/30/11	3630	07/21/11		28,270.80		5,870.47		978,948.95		80,369.77
FTI Consulting, Inc.	04/01/11 - 04/30/11	Wire	07/14/11		155,204.40		2,855.17		7,001,654.65		92,790.09
Gibson, Dunn & Crutcher LLP	02/01/11 - 05/31/11	3632	07/21/11		28,813.60		106.38		956,120.41		14,423.69
Grant Thornton		1263							457,536.00		39,407.93
Joele Frank, Wilkinson Brimmer Katcher					4,970.00		278.96		266,724.01		32,572.75
John W. Wolfe, P.S.									3,496,049.55		9,341.12
Kurtzman Carson Consultants LLC		Wire	07/28/11		275,993.53		118,082.91		3,539,673.91		11,450,833.84
McKee Nelson LLP / Bingham McCutchen LLP									2,672,044.58		314,461.14
McKenna Long & Aldridge									6,010,918.00		204,064.31
Miller & Chevalier Chartered	04/01/11 - 04/30/11	3611	07/07/11		23,660.40		7.77		1,056,364.16		6,519.77
Milliman									31,429.99		-
Pepper Hamilton LLP									2,686,230.53		176,491.78
Perkins Coie LLP									2,988,839.34		147,953.28
Peter J. Solomon Company	04/01/11 - 05/31/11	Wire	07/8/2011 & 07/28/11		280,000.00		1,177.15		2,591,250.00		14,655.98
PricewaterhouseCoopers LLP									2,066,910.00		184,532.35
Quinn Emanuel Urquhart Oliver & Hedges	03/01/11 - 04/30/11	Wire	07/8/2011 & 07/21/11		86,795.20		5,373.83		14,198,282.71		478,478.01
Richards, Layton & Finger P.A.	05/01/11 - 05/31/11	Wire	07/21/11		35,397.60		3,996.79		2,122,833.10		445,976.53
Shearman & Sterling LLP	05/01/11 - 05/31/11	Wire	07/21/11		107,051.60		56.97		1,587,384.86		21,514.31
Silverstein & Pomerantz, LLP									21,932.50		77.53
Simpson Thacher & Bartlett LLP									531,559.75		13,049.46
Susman Godfrey LLP	05/01/11 - 05/31/11	Wire	07/21/11		121,038.00		11,369.02		1,643,466.70		127,836.22
Towers Watson Pennsylvania Inc.									608,292.64		-
Venable LLP									825,235.16		34,992.10
Weil, Gotshal & Manges LLP									48,230,736.86		2,414,855.02

Total				$	3,338,744.13	$	253,392.90	$	191,664,841.81	$	19,950,730.07

Washington Mutual, Inc., et al.	Case No. 08-12229 (MFW)
July 2011 Monthly Operating Report -- UNAUDITED
MOR 2 Statement of Operations for the period 07/1/11 to 07/31/11

	Washington Mutual, Inc.						WMI Investment Corp.
	July 2011			Cumulative to Date			July 2011			Cumulative to Date
Revenues:
Interest income:
Cash equivalents		500,759			25,450,481			29,789			1,339,134
Securities		226,750			8,386,758			-			2,976,201
Notes receivable - intercompany		-			1,685,297			-			1
Other		-			1,031,979			-			-
Total interest income		727,509			36,554,515			29,789			4,315,336
Earnings (losses) from subsidiaries and other
equity investments		(11,837,657	)		(201,414,421	)		(7,542,478	)		(13,620,512	)
Gains (losses) from securities / investments		(10,369	)		(10,104,105	)		-			(112,244,058	)
Other income		62,866			3,078,092			-			(0	)
Total revenues		(11,057,652	)		(171,885,920	)		(7,512,688	)		(121,549,234	)

Operating expenses:
Compensation and benefits		309,873			14,539,998			-			-
Occupancy and equipment		80,814			2,956,809			-			-
Professional fees		292,828			17,665,844			-			215
Loss / (Income) from BOLI/COLI policies		(58,980	)		(10,494,677	)		-			-
Management fees / Transition services		15,000			2,412,629			-			-
Insurance		121,758			18,367,727			-			-
Other		110,394			5,165,598			14,728			713,419
Total operating expenses		871,688			50,613,928			14,728			713,635

Net profit (loss) before other income
and expenses		(11,929,341	)		(222,499,848	)		(7,527,416	)		(122,262,869	)

Other income and expenses:
Interest expense:
Notes payable - intercompany		-			-			-			-
Borrowings		-			-			-			-
Total interest expense		-			-			-			-
Other expense / (income)		-			(55,028,000	)		-			-

Net profit (loss) before reorganization
items		(11,929,341	)		(167,471,848	)		(7,527,416	)		(122,262,869	)

Reorganization items:
Professional fees		8,978,172			228,566,155			-			322,043
Claims Adjustments		3,355,037			172,663,915			-			-
US Trustee quarterly fees		20,000			273,000			325			13,000
Gains (losses) from sale of assets		-			-			-			-
Other reorganization expenses		200,779			23,368,488			-			-
Total reorganization items		12,553,987			424,871,558			325			335,043
Net profit (loss) before income taxes		(24,483,327	)		(592,343,406	)		(7,527,741	)		(122,597,912	)

Income taxes		-			4,050			-			-

Net profit (loss)		(24,483,327	)		(592,347,456	)		(7,527,741	)		(122,597,912	)

Income tax rate		0.0	%		0.0	%		0.0	%		0.0	%

Washington Mutual, Inc., et al.	Case No. 08-12229 (MFW)
July 2011 Monthly Operating Report -- UNAUDITED
MOR 3 Balance Sheet as of 07/31/2011 and 9/26/2008

	Washington Mutual, Inc.						WMI Investment Corp.
	7/31/2011			9/26/08			7/31/2011			9/26/08
Assets:
Unrestricted cash and cash equivalents		4,497,823,955			4,018,083,009			276,414,730			52,974,376
Restricted cash and cash equivalents		85,947,509			145,668,884			-			-
Investment securities		75,921,137			59,688,627			-			266,444,881
Accrued interest receivable		606,352			413,253			1,753			4,084,658
Income tax receivable		475,205,612			742,680,150			22,187,560			22,187,560
Prepaid expenses		1,277,537			11,311,510			-			-
Cash surrender value of BOLI/COLI		15,544,611			84,039,738			-			-
Funded Pension		39,173,922			638,870,071			-			-
Other investments		-			23,668,909			49,289,493			65,952,708
Investment in subsidiaries		1,444,198,424			1,895,218,467			-			-
Notes receivable - intercompany		-			58,001,133			565,844,197			565,844,197
Fixed Assets		107,892			-			-			-
Other assets		89,063,030			23,489,277			-			-
Total assets		6,724,869,982			7,701,133,028			913,737,734			977,488,380

Liabilities not subject to compromise (Postpetition):
Accounts payable		14,866,469			-			-			-
Accrued wages and benefits		732,410			-			-			-
Other accrued liabilities		23,024,831			-			14,825			-
Minority interest		1,117,119			3,104,022			-			-
Total post-petition liabilities		39,740,830			3,104,022			14,825			-

Liabilities subject to compromise (Pre-petition):
Senior debt		4,132,442,639			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		550,080,928			550,080,833			-			-
Payroll and benefit accruals		404,177,110			407,215,221			-			-
Other accrued liabilities		80,486,450			92,259,015			-			-
Other pre-petition liabilities		159			223			-			-
Total pre-petition liabilities		8,357,457,082			8,278,878,868			-			-

Total liabilities		8,397,197,911			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		(754,453,230	)		(222,770,180	)		22,187,560			(36,644,880	)
Retained earnings - pre-petition		(16,741,625,375	)		(16,739,175,191	)		14,133,260			14,133,260
Retained earnings - post-petition		(592,347,456	)		-			(122,597,912	)		-
Total shareholders' equity		(1,672,327,929	)		(580,849,862	)		913,722,909			977,488,380

Total liabilities and shareholder's equity		6,724,869,982			7,701,133,028			913,737,734			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 were 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 (as amended, the “Modified Plan”) and a related Supplemental Disclosure Statement (as amended, the “Supplemental Disclosure Statement”). The Settlement Agreement also has been amended and restated by the Second Amendment to the Second Amended and Restated Settlement Agreement, dated May 31, 2011, to conform to certain revisions reflected in the Modified Plan, or otherwise required by the Opinion, and has been extended through August 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.

By order, dated March 30, 2011 [D.I. 7081], the Bankruptcy Court approved the adequacy of the information contained in the Supplemental Disclosure Statement and authorized the commencement of the solicitation of acceptances and rejections of the Modified Plan. May 13, 2011 was the deadline for parties to submit votes on and elections with respect to the Modified Plan. The confirmation hearing to consider to the Modified Plan commenced on July 13, 2011 and the evidentiary portion concluded on July 20, 2011. The Bankruptcy Court accepted post-hearing written submissions on August 10, 2011, and the Bankruptcy Court heard oral closing arguments on August 24, 2011. The Bankruptcy Court’s decision on confirmation of the Modified Plan is pending. The Modified Plan will become effective upon 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 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-to-Floating 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-to-Floating 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 $86 million includes $31 million of accumulated dividends related to amounts held in escrow pertaining to that certain action styled as American Savings Bank, F.A et al. v United States, Case No 92-872C pending in the United States Court of Federal Claims, $53 million in a deposit account pledged as collateral to secure prepetition intercompany transactions between WMI and WMB and $2 million held as part of a Rabbi Trust.

Pursuant to the terms of the 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 estimates the amount of the additional tax refunds received that were attributable to the Act to be 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 July 31, 2011, refunds totaling approximately $5.3 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 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.

July 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		18,555.00	-	37,139.00	(37,105.00)	18,589.00					-
FICA -- Employee		2,025.71	-	4,057.71	(4,050.13)	2,033.29					-
FICA -- Employer		1,425.27	4,730.24	-	(4,719.96)	1,435.55					-
Unemployment		31.62	-	-	-	31.62					-
Income	*	-	-	-	-	-					-
Other		-	-	-	-	-					-
Total Federal		22,037.60	4,730.24	41,196.71	(45,875.09)	22,089.46	-	-	-	-	-

State and Local

CA Withholding		-	-	-	-	-
CA Disability		-	-	-	-	-
CA Unemployment		-	-	-	-	-
CA Employment Training Tax		-	-	-	-	-
WA Withholding	n/a	-	-	-	-	-
WA Disability		910.73	174.10	113.01	(910.73)	287.11
WA Unemployment		729.73	-	-	(729.73)	-
Sales/Use	**	-	-	-	-	-
Real Property	n/a	-	-	-	-	-
Personal Property	n/a	-	-	-	-	-
Other		-	-	-	-	-
		-				-
Total State and Local		1,640.46	174.10	113.01	(1,640.46)	287.11	-	-	-	-	-


Total Taxes		23,678.06	4,904.34	41,309.72	(47,515.55)	22,376.57	-	-	-	-	-

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 July.

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 7/1/2011 through 7/31/2011

Property Tax Filings:

No property tax returns were filed during the period 7/1/2011 through 7/31/2011.


Sales/Use Tax Filings:

No sales/use tax returns were filed during the period 7/1/2011 through 7/31/2011.


Payroll Tax Filings:

Entity	Jurisdiction	Filing Description	Due Date	Date Filed
WMI	IRS (Federal)	Withholding summary of deposits and filings (semi-monthly)	7/06/2011	7/06/2011
WMI	IRS (Federal)	Withholding summary of deposits and filings (semi-monthly)	7/20/2011	7/20/2011
WMI	IRS (Federal)	Employer's quarterly federal tax return (quarterly)	8/01/2011	7/25/2011
WMI	Arizona	Quarterly withholding return (quarterly)	8/01/2011	7/18/2011
WMI	California	Quarterly contribution return and report of wages (quarterly)	8/01/2011	7/18/2011
WMI	California	Quarterly contribution return and report of wages (continuation) (quarterly)	8/01/2011	7/18/2011
WMI	Colorado	Income withholding tax return (monthly)	7/15/2011	7/12/2011
WMI	Connecticut	Quarterly Reconciliation of Withholding (quarterly)	8/01/2011	7/18/2011
WMI	Georgia	Withholding Quarterly Return (quarterly)	8/01/2011	7/18/2011
WMI	Idaho	Withholding report (monthly)	7/20/2011	7/12/2011
WMI	Illinois	Quarterly withholding income tax return (quarterly)	8/01/2011	7/14/2011
WMI	Missouri	Employer's Return of Income Taxes Withheld (monthly)	8/01/2011	7/14/2011
WMI	New Jersey	Employer's quarterly report (quarterly)	8/01/2011	7/18/2011
WMI	New York	Quarterly combined withholding, wage reporting, and unemployment insurance return (quarterly)	8/01/2011	7/18/2011
WMI	North Carolina	Quarterly income tax withholding return (quarterly)	8/01/2011	7/25/2011
WMI	North Carolina	Withholding return (quarterly)	8/01/2011	7/25/2011
WMI	Ohio	Employer's EFT Quarterly Reconciliation of Income Tax Withheld (quarterly)	8/01/2011	7/14/2011
WMI	Oregon	Quarterly tax report (quarterly)	8/01/2011	7/18/2011
WMI	Pennsylvania	Employer Quarterly Return (quarterly)	8/01/2011	7/14/2011
WMI	Washington	Unemployment summary of deposits and filings (quarterly)	8/01/2011	7/21/2011
WMI	Washington	Labor and industries (quarterly)	8/01/2011	7/21/2011


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

Entity	Jurisdiction	Filing Description	Due Date	Date Filed
WMI	Washington	Business and occupation tax return	7/25/2011	7/25/2011
WMI	City of Seattle	Business license tax return	8/01/2011	7/25/2011

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

Washington Mutual, Inc.

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

Akin Gump Strauss Hauer & Feld LLP	$	496,009.70	$	-	$	-	$	-	$	496,009.70
Ashby & Geddes, P.A.		97,100.70		-		-		-		97,100.70
Bingham McCutchen LLP / McKee Nelson LLP		2,481.60		-		-		-		2,481.60
Blackstone Advisory Partners LLP		272,311.60		-		-		-		272,311.60
Comcast		199.90		-		-		-		199.90
Davis Wright Tremaine LLP		1,881.20		-		-		-		1,881.20
Elliott Greenleaf		17,760.82		-		-		-		17,760.82
Epiq Bankruptcy Solutions, LLC		253.20		-		-		-		253.20
Ernst & Young LLP		39,859.00		-		-		-		39,859.00
FTI Consulting, Inc.		334,447.57		-		-		-		334,447.57
Gibson, Dunn & Crutcher LLP		7,203.40		-		-		-		7,203.40
Law Debenture Trust Company of New York		1,171,831.81		-		-		-		1,171,831.81
Miller & Chevalier		83,721.30		-		-		-		83,721.30
Pepper Hamilton LLP		67,174.75		-		-		-		67,174.75
Perkins Coie LLP		425,859.99		-		-		-		425,859.99
Peter J. Solomon Company		140,000.00		-		-		-		140,000.00
Quinn Emanuel Urquhart Oliver & Hedges		42,154.13		-		-		-		42,154.13
Richards, Layton & Finger P.A.		51,886.10		-		-		-		51,886.10
Shearman & Sterling LLP		189,438.51		-		-		-		189,438.51
Simpson Thacher & Bartlett LLP		68,262.44		-		-		-		68,262.44
Susman Godfrey LLP		69,480.30		-		-		-		69,480.30
Suzuki, Dennis		108.00		-		-		-		108.00
The Bank of New York Mellon Trust Company		1,560,712.22		-		-		-		1,560,712.22
Weil, Gotshal & Manges LLP		5,865,085.91		-		-		-		5,865,085.91
Wells Fargo Bank, N.A.		2,592,857.18		-		-		-		2,592,857.18
Wilmington Trust Company		1,268,388.14		-		-		-		1,268,388.14

Total	$	14,866,469.47	$	-	$	-	$	-	$	14,866,469.47

	NOTES
	*Any holdback for professionals pursuant to their respective retention orders are included in “Current.”

DEBTOR QUESTIONNAIRE

Must be completed each month	Yes	No
1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below.		X
2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below.		X
3. Have all post petition tax returns been timely filed? If no, provide an explanation below.	X
4. Are workers compensation, general liability and other necessary insurance coverage in effect? If no, provide an explanation below.	X
5. Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3.		X

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

In re Washington Mutual, Inc., et al.	Case No. 08-12229 (MFW)
	Reporting Period: 07-01-11 to 07-31-11


/s/ John Maciel		August 30, 2011
Signature of Authorized Individual*		Date


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