Mr Cooper Group Inc (COOP)

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They are talking big NUMBERS????



August 13, 2019
Via First Class Mail
The Honorable Richard G. Andrews
United States District Judge
J. Caleb Boggs Federal Building
844 N. King Street, Unit 9, Room 6325
Wilmington, Delaware 19801
Re: Letter of WMI Liquidating Trust Dated August 9, 2019 (Alice Griffin v. WMI
Liquidating Trust, Case No. 1:19-cv-00775-RGA)
Dear Judge Andrews:
Brian Rosen, Esq., counsel for the WMI Liquidating Trust (the “Trust”) as successor in interest to
Washington Mutual, Inc. (“WMI”), submitted a letter to this court (the “Court”) dated August 9, 2019 (the
“Letter”) ostensibly to express the Trust’s opinion that, pursuant to Federal Rule of Bankruptcy Procedure
8019, this Court should not hear oral argument for my appeal. However, the Letter’s dispute of a factual
statement in my reply brief undercuts his request to dispense with oral argument; as, among other things,
oral argument provides an opportunity to challenge the opposition’s arguments and factual assertions. I
disagree with the Trust’s intimation that no oral argument is required and hereby formally request oral
argument for the appeal.
Moreover, as the Trust has opened the door regarding the value of MBS owned by WMI and WMI
Investment Corp. (“WMIIC”) (WMI and WMIIC are, collectively, the “Debtors”) on September 25, 2008,
due process requires that I avail myself of the opportunity to respond to its claim that I misrepresented the
value of WMI’s MBS holdings on June 30, 2008.
I. The $36 Billion MBS Figure Cited in My Reply is Office of Thrift Supervision’s Data
After the Federal Deposit Insurance Corporation (the “FDIC”) seized WMI’s two banking entities,
Washington Mutual Bank (“WMB”) and its subsidiary, Washington Mutual Bank fsb (“WMBfsb”), the
Office of Thrift Supervision (the “OTS”) created a Consolidated Statement of Condition (“CSC”) for each
of WMB and WMBfsb for the period ending June 30, 2008. The CSC for WMB stated it held $18.896
billion in MBS and the CSC for WMBfsb stated that it held $16.878 billion in MBS for a combined value
of $35.78 billion. The CSC for WMB is attached as Exhibit A hereto and the CSB for WMBfsb is attached
as Exhibit B hereto. I used the combined CSC figures in footnote 4 of my reply brief. Obviously, this is
substantially more than the $18.241 billion in WMI’s June 2008 10-Q (the “June 2008 10-Q), but the OTS
had an obligation to account for everything it seized from WMI’s enterprise, and that would include offbalance
sheet assets and the $18.241 billion in MBS discussed in the June 2008 10-Q is on-balance sheet,
only.1 Moreover, although the FDIC seized all of WMI’s nearly $350 billion in assets it refers to them only
1 Similarly, there is a discrepancy between the assets and liabilities reported in the June 2008 10-Q and the CSC’s for
the two banking entities. The June 2008 10-Q stated $309.7 billion in assets and $283.6 billion in liabilities. However,
the combined CSCs total $353 billion in assets and $295.6 billion in liabilities. Again, the CSC figures likely include
both on and off-balance sheet assets. Off-balance sheet assets are assets unavailable to pay claims of WMI’s creditors
(e.g., assets held in a custodial capacity, and can include assets in which WMI has a beneficial interest but not legal
ownership). Nothing in WMI’s Chapter 11 petition addresses whether WMI had beneficial interests in any entity
whose property it held in a custodial capacity (e.g., a ‘spendthrift’ trust ((i.e., a trust where the beneficiary has no
discretion to distribute income or corpus so no creditor – including the FDIC – can reach the trust’s assets)). WMI’s
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 1 of 45 PageID #: 2096
Letter to the Hon. Richard G. Andrews
August 13, 2019
Page 2
as property of WMB or WMBfsb as it only has jurisdiction over those entities and would not acknowledge
that it seized property of any other entity.
II. WMI’s Statement About Value of MBS Holdings in its Chapter 11 Petition is Not Dispositive
The June 2008 10-Q contained a section entitled ‘Off-Balance Sheet Activities’ describing its
securitization activities and including disclosures about its retained interests in MBS2 revealing that during
that quarter the Debtors retained $1.23 billion in MBS. WMI had made similar disclosures for over a
decade and the cumulative retained interests disclosed were at least $116.6 billion for MBS and $18.25
billion in credit card securitizations. See Exhibit C.
Mr. Rosen’s letter mentions that WMI’s declared $76.2 million in MBS in its Chapter 11 petitions,
a rounding error balanced against $116.6 billion in MBS; however, this is consistent with WMI’s prior
disclosures.
Very early in the Chapter 11 process WMI stated that along with the two banking entities the FDIC
seized substantially all of its books and records, making it very difficult for it to address Chapter 11 issues
and affairs of its remaining businesses.3 Obviously, financial records and assets were likely among the
boxes of documents seized from WMI’s corporate headquarters. Accordingly, the miniscule $72.6 million
in MBS in WMI’s possession on September 26, 2008 doesn’t mean the FDIC didn’t seize MBS certificates
in the names of WMI’s non-banking affiliates and retain them pursuant to its avoidance powers.4 Very
likely that is precisely what the FDIC did with respect to financial assets its seized. The onus was on WMI
to file a claim for any alleged improperly seized assets.5
III. Division of Tax Refunds Suggests the Debtors Owned More than .2% of the MBS
Passage of the Worker, Homeownership, and Business Assistance Act of 2009 allowed WMI to
obtain over $6 billion through tax carrybacks; money to be shared among the members of the tax group
consisting of the Debtors and their former banking entities. Eventually, WMI ended up with about 20% of
the tax refunds and JPMorgan Chase and the FDIC received the balance. The allocation was heavily
negotiated and ostensibly intended to reflect the fact that the banking subsidiaries had created a substantial
senior management must have understood that in the event of a seizure the FDIC and its creditors would have recourse
through avoidance powers. It seems unlikely there was no vehicle to protect MBS assets from seizure, which, given
WMI’s scale in the industry should have been its piggybank. Upon information and belief, there are no public records
of WMI’s former senior management making disclosures regarding the foregoing.
2 The June 2008 10-Q: “When the Company sells or securitizes loans that it originated, it . . . may retain senior,
subordinated, residual, and other interests, all of which are considered retained interests in the sold or securitized
assets. Retained interests in mortgage loan securitizations, excluding the rights to service such loans, were $1.23
billion at June 30, 2008, of which $1.13 billion are of investment-grade quality. Retained interests in credit card
securitizations were $1.56 billion at June 30, 2008, of which $421 million are of investment-grade quality.”
https://www.otcmarkets.com/filing/html?id=6093324&guid=jmR3UWUl8lFmnEh (p. 60).
3 Between the two Debtors nearly all of their financial assets were taken except for those owned by WMIIC, WMI’s
wholly-owned subsidiary and investment management arm. WMIIC had nearly $1 billion and this cache kept the
Debtors afloat pre-confirmation.
4 See, e.g., 12 U.S.C. § 1821(d)(17).
5 During the pre-confirmation phase the Official Committee of Equity Security Holders of Washington Mutual, Inc.
requested an examiner in the Debtors’ cases. The request was granted and while the examiner attempted to get
discovery of seized property the FDIC refused and ultimately the U.S. Bankruptcy Court for the District of Delaware
(the “Bankruptcy Court”) agreed that the FDIC was within its rights to decline to provide information.
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 2 of 45 PageID #: 2097
Letter to the Hon. Richard G. Andrews
August 13, 2019
Page 3
portion of the enterprise’s revenue. In light of the foregoing, it seems unlikely that WMI as the corporate
parent would keep for itself less than .20% of the $116.6 billion in MBS generated by the enterprise’s
securitization activities.6
IV. Section 1.183 of the Plan Suggests Assets Could Be Released After the Cases are Closed
Section 1.183 of the Debtors’ plan of reorganization (the “Plan”) preserves a claim for the Debtors
against the FDIC acting as receiver (the “FDIC-R”). This provision would be superfluous if there could be
no possibility of the Debtors or their successor needing to preserve a claim against the FDIC-R. The persons
responsible for the Plan are a quartet of hedge funds who held claims senior to equity and were adverse to
retail equity receiving any recovery. Those hedge funds negotiated the Global Settlement Agreement and
the Plan. A discussion of the hedge funds’ involvement in the Debtors’ cases is attached as Exhibit D.
As very sophisticated distress players the hedge funds involved in the Debtors’ affairs would not
have demanded that the FDIC-R pledge its own assets as security for any obligations to the Debtors that
could not be satisfied by the receivership’s assets unless they reasonably believed such assets could exist.
Conclusion
If a request for no oral argument was his sole object Mr. Rosen would not have mentioned the value
of the Trust’s MBS. The Letter was obviously a subterfuge for a sur-reply. Moreover, Mr. Rosen’s opinion
that “a full and complete record . . . sufficient to inform the Court as to all of the issues presented” is not
dispositive, and within my capability I would be happy to supply the Court with any additional information
respecting the appeal it deems necessary to reach its decision.
Respectfully,
/s/Alice Griffin
Alice Griffin, Pro Se
121 East 12th Street, #7C
New York, NY 10003
Cc:
Via Email
Brian Rosen, Esq. Cory Kandestin, Esq.
Charles E. Smith, Esq. Benjamin Finestone, Esq.
John Maciel Michael A. Rosenthal, Esq.
Marcos Ramos, Esq. Alan Moskowitz, Esq.
Amanda Steele, Esq. William Bowden, Esq.
6 Again, given that WMI’s senior management understood that the banking entities were subject to seizure by the
FDIC and that their wealth in WMI equity could disappear along with such a seizure, human nature suggests it is
unlikely that these managers left the lion’s share of MBS assets in the names of the banking entities. Stupidity is a
possible answer, but not a likely one.
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 3 of 45 PageID #: 2098
Washington Mutual Bank
2273 NORTH GREEN VALLEY PARKWAY
HENDERSON , NV 89014
Docket Number: 8551
for the quarter ending: 06/30/2008
Office of Thrift Supervision
2008 Thrift Financial Report
Schedule - SC
Consolidated Statement of Condition
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ASSETS Lines
(Report in
Thousands
of Dollars)
Cash, Deposits, and Investment Securities: Total SC11 17,316,903
Cash and Non-Interest-Earning Deposits SC110 3,403,290
Interest-Earning Deposits in FHLBs SC112 1,399
Other Interest-Earning Deposits SC118 1,831,679
Federal Funds Sold and Securities Purchased Under Agreements to Resell SC125 2,750,000
U.S. Government, Agency, and Sponsored Enterprise Securities SC130 3,548,262
Equity Securities Subject to FASB Statement No. 115 SC140 242,911
State and Municipal Obligations SC180 1,651,475
Securities Backed by Nonmortgage Loans SC182 2,584,596
Other Investment Securities SC185 1,250,241
Accrued Interest Receivable SC191 53,050
Mortgage-Backed Securities: Total SC22 18,896,245
Pass-Through:
Insured or Guaranteed by an Agency or Sponsored Enterprise of the U.S. SC210 6,182,298
Other Pass-Through SC215 1,328
Other Mortgage-Backed Securities (Excluding Bonds):
Issued or Guaranteed by FNMA, FHLMC, or GNMA SC217 2,985,689
Collateralized by Mortgage-Backed Securities Issued or Guaranteed by FNMA,
FHLMC, or GNMA SC219
0
Other SC222 9,630,721
Accrued Interest Receivable SC228 96,209
General Valuation Allowances SC229 0
Mortgage Loans: Total SC26 222,681,859
Construction Loans on:
1-4 Dwelling Units SC230 1,070,797
Multifamily (5 or More) Dwelling Units SC235 1,321,362
Nonresidential Property SC240 1,060,582
TFR Schedule SC
8/19/2010 8:32 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 4 of 45 PageID #: 2099
Permanent Mortgages on:
1-4 Dwelling Units:
Revolving, Open-End Loans SC251 53,402,830
All Other:
Secured by First Liens SC254 124,902,864
Secured by Junior Liens SC255 4,830,926
Multifamily (5 or More) Dwelling Units SC256 32,051,624
Nonresidential Property (Except Land) SC260 9,200,152
Land SC265 899,275
Accrued Interest Receivable SC272 1,251,029
Advances for Taxes and Insurance SC275 136,611
Allowance for Loan and Lease Losses SC283 7,446,193
Nonmortgage Loans: Total SC31 11,783,070
Commercial Loans: Total SC32 1,952,747
Secured SC300 322,211
Unsecured SC303 1,627,745
Lease Receivables SC306 2,791
Consumer Loans: Total SC35 10,765,757
Loans on Deposits SC310 13,199
Home Improvement Loans (Not secured by real estate) SC316 718
Education Loans SC320 0
Auto Loans SC323 178
Mobile Home Loans SC326 181
Credit Cards SC328 10,588,689
Other, Including Lease Receivables SC330 162,792
Accrued Interest Receivable SC348 53,772
Allowance for Loan and Lease Losses SC357 989,206
Repossessed Assets: Total SC40 1,531,807
Real Estate:
Construction SC405 623
1-4 Dwelling Units SC415 1,491,661
Multifamily (5 or More) Dwelling Units SC425 13,640
Nonresidential (Except Land) SC426 0
Land SC428 2,437
U.S. Government-Guaranteed or -Insured Real Estate Owned SC429 20,741
TFR Schedule SC
8/19/2010 8:32 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 5 of 45 PageID #: 2100
Other Repossessed Assets SC430 2,705
General Valuation Allowances SC441 0
Real Estate Held for Investment SC45 5,185
Equity Investments Not Subject to FASB Statement No. 115: Total SC51 5,493,079
Federal Home Loan Bank Stock SC510 3,498,281
Other SC540 1,994,798
Office Premises and Equipment SC55 2,542,547
Other Assets: Total SC59 26,770,919
Bank-Owned Life Insurance:
Key Person Life Insurance SC615 0
Other SC625 5,072,534
Intangible Assets:
Servicing Assets On:
Mortgage Loans SC642 6,175,062
Nonmortgage Loans SC644 0
Goodwill and Other Intangible Assets SC660 7,604,409
Interest-Only Strip Receivables and Certain Other Instruments SC665 103,233
Other Assets SC689 7,815,681
Memo: Detail of Other Assets
Code Amount
SC691 9 SC692 2,473,217
SC693 20 SC694 1,773,722
SC697 3 SC698 1,543,906
Line
Report in
Thousands of
Dollars
General Valuation Allowances SC699 0
Total Assets SC60 307,021,614
LIABILITIES
Deposits and Escrows: Total SC71 188,260,793
Deposits SC710 181,867,130
Escrows SC712 6,428,814
Unamortized Yield Adjustments on Deposits and Escrows SC715 -35,151
Borrowings: Total SC72 82,878,685
Advances from FHLBank SC720 58,363,124
TFR Schedule SC
8/19/2010 8:32 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 6 of 45 PageID #: 2101
Federal Funds Purchased and Securities Sold Under Agreements to Repurchase SC730 288,851
Subordinated Debentures (Including Mandatory Convertible Securities and
Limited-Life Preferred Stock) SC736
7,861,598
Mortgage Collateralized Securities Issued:
CMOs (including REMICs) SC740 0
Other Borrowings SC760 16,365,112
Other Liabilities: Total SC75 7,590,704
Accrued Interest Payable - Deposits SC763 364,568
Accrued Interest Payable - Other SC766 543,089
Accrued Taxes SC776 0
Accounts Payable SC780 861,842
Deferred Income Taxes SC790 0
Other Liabilities and Deferred Income SC796 5,821,205
Memo: Detail of Other Liabilities
Code Amount
SC791 10 SC792 1,658,077
SC794 20 SC795 810,390
SC797 99 SC798 744,694
Line
Report in
Thousands of
Dollars
Total Liabilities SC70 278,730,182
Minority Interest SC800 3,911,685
line
(Report in
Thousands of
Dollars)
EQUITY CAPITAL
Perpetual Preferred Stock:
Cumulative SC812 0
Noncumulative SC814 0
Common Stock:
Par Value SC820 331
Paid in Excess of Par SC830 28,235,896
Accumulated Other Comprehensive Income: Total SC86 -872,782
Unrealized Gains (Losses) on Available-for-Sale Securities SC860 -844,944
Gains (Losses) on Cash Flow Hedges SC865 -27,838
Other SC870 0
TFR Schedule SC
8/19/2010 8:32 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 7 of 45 PageID #: 2102
Retained Earnings SC880 -2,983,698
Other Components of Equity Capital SC891 0
Total Equity Capital SC80 24,379,747
Total Liabilities, Minority Interest, and Equity Capital SC90 307,021,614
TFR Schedule SC
8/19/2010 8:32 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 8 of 45 PageID #: 2103
Washington Mutual Bank
2273 NORTH GREEN VALLEY PARKWAY
HENDERSON , NV 89014
Docket Number: 8551
for the quarter ending: 06/30/2008
Office of Thrift Supervision
2008 Thrift Financial Report
Schedule - SO
Consolidated Statement of Operations
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(Report in
Thousands
of Dollars)
Lines
For the
Quarter
Interest Income: Total SO11 4,254,225
Deposits and Investment Securities SO115 175,999
Mortgage-Backed Securities SO125 321,733
Mortgage Loans SO141 3,325,440
Prepayment Fees, Late Fees, and Assumption Fees for Mortgage Loans SO142 25,333
Nonmortgage Loans:
Commercial Loans and Leases SO160 34,249
Prepayment Fees, Late Fees, and Assumption Fees for Commercial Loans SO162 71
Consumer Loans and Leases SO171 278,858
Prepayment Fees, Late Fees, and Assumption Fees for Consumer Loans SO172 92,542
Dividend Income on Equity Investments Not Subject to FASB
Statement No. 115: Total SO18 41,544
Federal Home Loan Bank Stock SO181 41,541
Other SO185 3
Interest Expense: Total SO21 1,840,780
Deposits SO215 1,113,673
Escrows SO225 1,605
Advances from FHLBank SO230 504,827
Subordinated Debentures (Including Mandatory Convertible Securities) SO240 106,594
Mortgage Collateralized Securities Issued SO250 0
Other Borrowed Money SO260 114,081
Capitalized Interest SO271 0
Net Interest Income (Expense) Before Provision for Losses on Interest-Bearing
Assets SO312 2,454,989
Net Provision for Losses on Interest-Bearing Assets SO321 5,912,064
Net Interest Income (Expense) After Provision for Losses on Interest-Bearing
Assets SO332 -3,457,075
TFR Schedule SO
8/19/2010 8:32 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 9 of 45 PageID #: 2104
Noninterest Income: Total SO42 577,438
Mortgage Loan Servicing Fees SO410 419,908
Amortization of and Fair Value Adjustments to Loan Servicing Assets and Loan
Servicing Liabilities SO411 240,664
Other Fees and Charges SO420 1,036,777
Net Income (Loss) from:
Sale of Assets Held for Sale and Available-for-Sale Securities SO430 -542,773
Operations and Sale of Repossessed Assets SO461 -38,147
LOCOM Adjustments Made to Assets Held for Sale SO465 -9,420
Sale of Securities Held-to-Maturity SO467 0
Sale of Loans Held for Investment SO475 0
Sale of Other Assets Held for Investment SO477 -827
Gains and Losses on Financial Assets and Liabilities Carried at Fair Value SO485 -926,126
Other Noninterest Income SO488 397,382
Memo: Detail of Other Noninterest Income
Code Amount
SO489 99 SO492 158,429
SO495 99 SO496 64,781
SO497 14 SO498 64,726
Line
Report in
Thousands
of Dollars
Noninterest Expense: Total SO51 2,403,755
All Personnel Compensation and Expense SO510 926,546
Legal Expense SO520 16,422
Office Occupancy and Equipment Expense SO530 409,534
Marketing and Other Professional Services SO540 129,595
Loan Servicing Fees SO550 0
Goodwill and Other Intangibles Expense SO560 30,390
Net Provision for Losses on Non-Interest-Bearing Assets SO570 140,182
Other Noninterest Expense SO580 751,086
Memo: Detail of Other Noninterest Expense
Code Amount
SO581 8 SO582 123,110
SO583 7 SO584 112,848
SO585 18 SO586 75,338
Line
Report in
Thousands
of Dollars
Income (Loss) Before Income Taxes: SO60 -5,283,392
TFR Schedule SO
8/19/2010 8:32 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 10 of 45 PageID #: 2105
Income Taxes: Total SO71 -2,093,935
Federal SO710 -1,870,209
State, Local, and Other SO720 -223,726
Income (Loss) Before Extraordinary Items and Effects of Accounting Changes SO81 -3,189,457
Extraordinary Items, Net of Tax Effect, and Cumulative Effect of Changes in
Accounting Principles SO811 0
NET INCOME (LOSS) SO91 -3,189,457
TFR Schedule SO
8/19/2010 8:32 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 11 of 45 PageID #: 2106
Washington Mutual Bank
2273 NORTH GREEN VALLEY PARKWAY
HENDERSON , NV89014
Docket Number: 8551
for the quarter ending: 06/30/2008
Office of Thrift Supervision
2008 Thrift Financial Report
Schedule - VA
Consolidated Valuation Allowances and Related Data
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(Report in Thousands of Dollars for the Quarter)
Reconciliation Valuation Allowances
General Specific Total
Beginning Balance VA105 VA108 VA110
4,712,810 1,223 4,714,033
Add or Deduct:
Net Provision for Loss VA115 VA118 VA120
5,912,064 140,182 6,052,246
Transfers VA125 VA128
-18,761 18,761
Add:
Recoveries VA135 VA140
42,702 42,702
Adjustments VA145 VA148 VA150
0 0 0
Deduct:
Charge-offs VA155 VA158 VA160
2,213,416 140,182 2,353,598
Ending Balance VA165 VA168 VA170
8,435,399 19,984 8,455,383
Charge-offs, Recoveries, and Specific Valuation Allowance Activity
(Report in Thousands of Dollars for the Quarter)
General Valuation
Allowances
Specific
Valuation
Allowance
Provisions
Charge-Offs
(VA155)
Recoveries
(VA135)
& Transfers
from General
Allowances
(VA118+VA128)
Adjusted Net
Charge-offs
Deposits and Investment Securities VA38 VA39
0 0
Mortgage-Backed Securities VA370 VA371 VA372 VA375
0 0 0 0
TFR Schedule VA
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Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 12 of 45 PageID #: 2107
Mortgage Loans: Total VA46 VA47 VA48 VA49
1,990,413 20,681 3,237 1,972,969
Construction:
1-4 Dwelling Units VA420 VA421 VA422 VA425
3,302 0 1,651 4,953
Multifamily (5 or More) Dwelling
Units VA430 VA431 VA432 VA435
0 0 0 0
Nonresidential Property VA440 VA441 VA442 VA445
6 0 0 6
Permanent:
1-4 Dwelling Units:
Revolving, Open-End Loans VA446 VA447 VA448 VA449
665,439 10,998 0 654,441
All Other:
Secured by First Liens VA456 VA457 VA458 VA459
1,121,569 699 0 1,120,870
Secured by Junior Liens VA466 VA467 VA468 VA469
196,129 8,143 0 187,986
Multifamily (5 or More) Dwelling
Units VA470 VA471 VA472 VA475
2,856 41 -12 2,803
Nonresidential Property (Except
Land) VA480 VA481 VA482 VA485
1,112 800 1,598 1,910
Land VA490 VA491 VA492 VA495
0 0 0 0
Nonmortgage Loans: Total VA56 VA57 VA58 VA59
223,003 22,021 15,524 216,506
Commercial Loans VA520 VA521 VA522 VA525
49,758 5,964 15,524 59,318
Consumer Loans:
Loans on Deposits VA510 VA511 VA512 VA515
1 2 0 -1
Home Improvement Loans VA516 VA517 VA518 VA519
0 0 0 0
Education Loans VA530 VA531 VA532 VA535
0 0 0 0
Auto Loans VA540 VA541 VA542 VA545
6 49 0 -43
Mobile Home Loans VA550 VA551 VA552 VA555
TFR Schedule VA
8/19/2010 8:33 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 13 of 45 PageID #: 2108
0 9 0 -9
Credit Cards VA556 VA557 VA558 VA559
168,604 15,816 0 152,788
Other VA560 VA561 VA562 VA565
4,634 181 0 4,453
Repossessed Assets: Total VA60 VA62 VA65
0 140,182 140,182
Real Estate:
Construction VA605 VA606 VA607
0 0 0
1-4 Dwelling Units VA613 VA614 VA615
0 140,182 140,182
Multifamily (5 or More) Dwelling
Units VA616 VA617 VA618
0 0 0
Nonresidential (Except Land) VA625 VA626 VA627
0 0 0
Land VA628 VA629 VA631
0 0 0
Other Repossessed Assets VA630 VA632 VA633
0 0 0
Real Estate Held for Investment VA72 VA75
0 0
Equity Investments Not Subject to
FASB Statement No.115 VA822 VA825
0 0
Other Assets VA930 VA931 VA932 VA935
0 0 0 0
OTHER ITEMS
(Report in
Thousands of
Dollars)
Troubled Debt Restructured:
Amount this Quarter VA940 1,623,144
Amount Included in Schedule SC in Compliance with Modified Terms VA942 1,897,207
Mortgage Loans Foreclosed During the Quarter: Total VA95 861,134
Construction VA951 0
Permanent Loans Secured By:
1-4 Dwelling Units VA952 853,132
Multifamily (5 or More) Dwelling Units VA953 7,166
Nonresidential (Except Land) VA954 836
Land VA955 0
TFR Schedule VA
8/19/2010 8:33 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 14 of 45 PageID #: 2109
Purchased Impaired Loans Held for Investment Accounted for in Accordance with
AICPA SOP 03-3 (Exclude Loans Held for Sale):
Outstanding Balance (Contractual) VA980 59,149
Recorded Investment (Carrying Amount Before Deducting Any Loan Loss Allowances) VA981 45,992
Allowance Amount Included in Allowance for Loan and Lease Losses (SC283, SC357) VA985 0
Line items VA960 through VA975 are not available to the public for individual
institutions.
TFR Schedule VA
8/19/2010 8:33 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 15 of 45 PageID #: 2110
Washington Mutual Bank
2273 NORTH GREEN VALLEY PARKWAY
HENDERSON , NV 89014
Docket Number: 8551
for the quarter ending: 06/30/2008
Office of Thrift Supervision
2008 Thrift Financial Report
Schedule - SI
Consolidated Supplemental Information
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Miscellaneous: Lines
(Report in
Thousands of
Dollars)
Number of Full-time Equivalent Employees SI370 41,360
Financial Assets Held for Trading Purposes SI375 2,172,260
Financial Assets Carried at Fair Value Through Earnings SI376 3,945,982
Financial Liabilities Carried at Fair Value Through Earnings SI377 810,390
Available-for-Sale Securities SI385 24,027,524
Assets Held for Sale SI387 1,878,668
Loans Serviced for Others SI390 442,740,263
Residual Interests:
Residual Interests in the Form of Interest-Only Strips SI402 117,973
Other Residual Interests SI404 2,110,622
Qualified Thrift Lender Test:
Actual Thrift Investment Percentage at Month-end:
First Month of Quarter SI581 95.10 %
Second Month of Quarter SI582 95.42 %
Third Month of Quarter SI583 94.81 %
IRS Domestic Building and Loan Test:
Percent of Assets Test SI585 0.00 %
Do you meet the DBLA business operations test? SI586 No
Aggregate Investment in Service Corporations SI588 1,264,532
Extensions of credit by the reporting association (and its controlled
subsidiaries) to its executive officers, principal shareholders, directors, and
their related interests as of the report date: Line
Report in Thousands of
Dollars
Aggregate amount of all extensions of credit SI590 635
Number of executive officers, principal shareholders, and
directors to whom the amount of all extensions of credit
(including extensions of credit to related interests) equals or
exceeds the lesser of $500,000 or 5 percent of unimpaired
SI595 0
TFR Schedule SI
8/19/2010 8:41 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 16 of 45 PageID #: 2111
capital and unimpaired surplus (CCR30 + CCR35 +
CCR530 + CCR105)
Summary of Changes in Equity Capital: Line
Report in Thousands of
Dollars
Beginning Equity Capital SI600 24,509,434
Net Income (Loss) (SO91) SI610 -3,189,457
Dividends Declared:
Preferred Stock SI620 0
Common Stock SI630 0
Stock Issued SI640 0
Stock Retired SI650 0
Capital Contributions (Where No Stock is Issued) SI655 3,000,000
New Basis Accounting Adjustments SI660 0
Other Comprehensive Income SI662 57,957
Prior Period Adjustments SI668 0
Other Adjustments SI671 1,813
Ending Equity Capital (SC80) (600 + 610 - 620 - 630 + 640 - 650 + 655 + 660
+ 662 + 668 + 671) SI680 24,379,747
Mutual Fund and Annuity Sales: Line
Report in Thousands of
Dollars
Do you sell private-label or third-party mutual funds and annuities? SI805 Yes
Total Assets you Manage of Proprietary Mutual Funds and Annuities SI815 0
Fee Income from the Sale and Servicing of Mutual Funds and Annuities SI860 45,741
Average Balance Sheet Data (Based on Month-End Data): Line
Report in
Thousands of
Dollars
Total Assets SI870 313,346,202
Deposits and Investments Excluding Non-Interest-Earning Items SI875 14,680,497
Mortgage Loans and Mortgage-Backed Securities SI880 251,411,750
Nonmortgage Loans SI885 11,652,037
Deposits and Escrows SI890 190,514,734
Total Borrowings SI895 85,318,369
Line items SI750 and SI760 are not available to the public for individual
institutions.
TFR Schedule SI
8/19/2010 8:41 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 17 of 45 PageID #: 2112
Washington Mutual Bank
2273 NORTH GREEN VALLEY PARKWAY
HENDERSON , NV 89014
Docket Number: 8551
for the quarter ending: 06/30/2008
Office of Thrift Supervision
2008 Thrift Financial Report
Schedule - CCR
Consolidated Capital Requirement
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TIER 1 (CORE) CAPITAL REQUIREMENT: Lines
(Report in
Thousands of
Dollars)
Tier 1 (Core) Capital
Equity Capital (SC80) CCR100 24,379,747
Deduct:
Investments in and Advances to "Nonincludable" Subsidiaries
CCR105 332,675
Goodwill and Certain Other Intangible Assets
CCR115 7,381,703
Disallowed Servicing Assets, Disallowed Deferred Tax Assets, Disallowed
Residual Interests, and Other Disallowed Assets
CCR133 384,549
Other
CCR134 0
Add:
Accumulated Losses (Gains) on Certain Available-for-Sale Securities and
Cash Flow Hedges, Net of Taxes CCR180 840,540
Intangible Assets CCR185 166,175
Minority Interest in Includable Consolidated Subsidiaries Including REIT
Preferred Stock Reported as a Borrowing CCR190 3,911,685
Other CCR195 0
Tier 1 (Core) Capital (100-105-115-133-134+180+185+190+195) CCR20 21,199,220
Adjusted Total Assets
Total Assets (SC60) CCR205 307,021,614
Deduct:
Assets of "Nonincludable" Subsidiaries CCR260 408,503
Goodwill and Certain Other Intangible Assets CCR265 7,604,409
Disallowed Servicing Assets, Disallowed Deferred Tax Assets, Disallowed
Residual Interests, and Other Disallowed Assets CCR270 617,506
Other CCR275 0
Add:
Accumulated Losses (Gains) on Certain Available-for-Sale Securities and
Cash Flow Hedges CCR280 1,270,192
TFR Schedule CCR
8/19/2010 8:42 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 18 of 45 PageID #: 2113
Intangible Assets CCR285 283,727
Other CCR290 0
Adjusted Total Assets (205-260-265-270-275+280+285+290) CCR25 299,945,115
Tier 1 (Core) Capital Requirement (25 x 4%) CCR27 11,997,805
TOTAL RISK-BASED CAPITAL REQUIREMENT: Lines
(Report in
Thousands of
Dollars)
Tier 1 (Core) Capital (20) CCR30 21,199,220
Tier 2 (Supplementary) Capital:
Unrealized Gains on Available-for-Sale Equity Securities CCR302 0
Qualifying Subordinated Debt and Redeemable Preferred Stock CCR310 6,558,834
Other Equity Instruments CCR340 0
Allowances for Loan and Lease Losses CCR350 3,032,129
Other CCR355 0
Tier 2 (Supplementary) Capital (302 + 310 + 340 + 350 + 355) CCR33 9,590,963
Allowable Tier 2 (Supplementary) Capital CCR35 9,590,963
Equity Investments and Other Assets Required to be Deducted CCR370 9,609
Deduction for Low-Level Recourse and Residual Interests CCR375 1,267,201
Total Risk-based Capital (30 + 35 - 370 - 375) CCR39 29,513,373
Risk-Weight Categories
0% Risk-Weight:
Cash CCR400 900,924
Securities Backed by Full Faith and Credit of U.S. Government CCR405 353,600
Notes and Obligations of FDIC, Including Covered Assets CCR409 0
Other CCR415 125,459
Total (400 + 405 + 409 + 415) CCR420 1,379,983
0% Risk-Weight Total (420 x 0%) CCR40 0
20% Risk-Weight:
Mortgage and Asset-Backed Securities Eligible for 20% Risk Weight CCR430 17,501,100
Claims on FHLBs CCR435 4,947,322
General Obligations of State and Local Governments CCR440 679,494
Claims on Domestic Depository Institutions CCR445 4,233,886
TFR Schedule CCR
8/19/2010 8:42 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 19 of 45 PageID #: 2114
Other CCR450 5,927,465
Total (430 + 435 + 440 + 445 + 450) CCR455 33,289,267
20% Risk-Weight Total (455 x 20%) CCR45 6,657,853
50% Risk-Weight:
Qualifying Single-Family Residential Mortgage Loans CCR460 121,417,604
Qualifying Multifamily Residential Mortgage Loans CCR465 7,311,323
Mortgage and Asset-Backed Securites Eligible for 50% Risk Weight CCR470 1,203,295
State and Local Revenue Bonds CCR475 744,058
Other CCR480 10,999,505
Total (460 + 465 + 470 + 475 + 480) CCR485 141,675,785
50% Risk-Weight Total (485 x 50%) CCR50 70,837,893
100% Risk-Weight:
Securities Risk Weighted at 100% (or More) Under the Ratings-Based
Approach CCR501 2,186,978
All Other Assets CCR506 162,887,602
Total (501 + 506) CCR510 165,074,580
100% Risk-Weight Total (510 x 100%) CCR55 165,074,580
Amount of Low-Level Recourse and Residual Interests Before Risk-Weighting CCR605 0
Risk-Weighted Assets for Low-Level Recourse and Residual Interests (605 x
12.50) CCR62 0
Assets to Risk-Weight (420 + 455 + 485 + 510 + 605) CCR64 341,419,615
Subtotal Risk-Weighted Assets (40 + 45 + 50 + 55 + 62) CCR75 242,570,326
Excess Allowances for Loan and Lease Losses CCR530 5,403,270
Total Risk-Weighted Assets (75 - 530) CCR78 237,167,056
Total Risk-Based Capital Requirement (78 x 8%) CCR80 18,973,364
CAPITAL AND PROMPT CORRECTIVE ACTION RATIOS:
Tier 1 (Core) Capital Ratio CCR810 7.07 %
(Tier 1 (Core) Capital / Adjusted Total Assets)
Total Risk-Based Capital Ratio CCR820 12.44 %
(Total Risk-Based Capital / Risk-Weighted Assets)
Tier 1 Risk-Based Capital Ratio CCR830 8.40 %
((Tier 1 (Core) Capital – Deduction for Low-level Recourse and Residual
Interests) / Risk-Weighted Assets)
TFR Schedule CCR
8/19/2010 8:42 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 20 of 45 PageID #: 2115
Tangible Equity Ratio CCR840 7.02 %
((Tangible Capital + Cumulative Perpetual Preferred Stock) / Tangible Assets)
TFR Schedule CCR
8/19/2010 8:42 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 21 of 45 PageID #: 2116
Washington Mutual Bank FSB
6250 NORTH SAGEWOOD DRIVE
PARK CITY , UT 84098
Docket Number: 11905
for the quarter ending: 06/30/2008
Office of Thrift Supervision
2008 Thrift Financial Report
Schedule - SC
Consolidated Statement of Condition
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ASSETS Lines
(Report in
Thousands
of Dollars)
Cash, Deposits, and Investment Securities: Total SC11 7,160,335
Cash and Non-Interest-Earning Deposits SC110 101,528
Interest-Earning Deposits in FHLBs SC112 1,248
Other Interest-Earning Deposits SC118 0
Federal Funds Sold and Securities Purchased Under Agreements to Resell SC125 0
U.S. Government, Agency, and Sponsored Enterprise Securities SC130 3,362,053
Equity Securities Subject to FASB Statement No. 115 SC140 74
State and Municipal Obligations SC180 1,400,726
Securities Backed by Nonmortgage Loans SC182 1,059,221
Other Investment Securities SC185 1,196,729
Accrued Interest Receivable SC191 38,756
Mortgage-Backed Securities: Total SC22 16,877,894
Pass-Through:
Insured or Guaranteed by an Agency or Sponsored Enterprise of the U.S. SC210 5,124,697
Other Pass-Through SC215 1,328
Other Mortgage-Backed Securities (Excluding Bonds):
Issued or Guaranteed by FNMA, FHLMC, or GNMA SC217 2,547,923
Collateralized by Mortgage-Backed Securities Issued or Guaranteed by FNMA,
FHLMC, or GNMA SC219
0
Other SC222 9,125,023
Accrued Interest Receivable SC228 78,923
General Valuation Allowances SC229 0
Mortgage Loans: Total SC26 8,644,219
Construction Loans on:
1-4 Dwelling Units SC230 0
Multifamily (5 or More) Dwelling Units SC235 0
Nonresidential Property SC240 0
TFR Schedule SC
8/19/2010 8:22 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 22 of 45 PageID #: 2117
Permanent Mortgages on:
1-4 Dwelling Units:
Revolving, Open-End Loans SC251 285,807
All Other:
Secured by First Liens SC254 88,670
Secured by Junior Liens SC255 6,320
Multifamily (5 or More) Dwelling Units SC256 8,281,808
Nonresidential Property (Except Land) SC260 480
Land SC265 4,137
Accrued Interest Receivable SC272 40,874
Advances for Taxes and Insurance SC275 0
Allowance for Loan and Lease Losses SC283 63,877
Nonmortgage Loans: Total SC31 11,898,262
Commercial Loans: Total SC32 11,894,794
Secured SC300 258
Unsecured SC303 11,894,536
Lease Receivables SC306 0
Consumer Loans: Total SC35 4,372
Loans on Deposits SC310 17
Home Improvement Loans (Not secured by real estate) SC316 0
Education Loans SC320 0
Auto Loans SC323 2
Mobile Home Loans SC326 0
Credit Cards SC328 0
Other, Including Lease Receivables SC330 4,353
Accrued Interest Receivable SC348 10
Allowance for Loan and Lease Losses SC357 914
Repossessed Assets: Total SC40 253
Real Estate:
Construction SC405 0
1-4 Dwelling Units SC415 253
Multifamily (5 or More) Dwelling Units SC425 0
Nonresidential (Except Land) SC426 0
Land SC428 0
U.S. Government-Guaranteed or -Insured Real Estate Owned SC429 0
TFR Schedule SC
8/19/2010 8:22 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 23 of 45 PageID #: 2118
Other Repossessed Assets SC430 0
General Valuation Allowances SC441 0
Real Estate Held for Investment SC45 0
Equity Investments Not Subject to FASB Statement No. 115: Total SC51 676,707
Federal Home Loan Bank Stock SC510 676,501
Other SC540 206
Office Premises and Equipment SC55 8,641
Other Assets: Total SC59 781,696
Bank-Owned Life Insurance:
Key Person Life Insurance SC615 0
Other SC625 0
Intangible Assets:
Servicing Assets On:
Mortgage Loans SC642 0
Nonmortgage Loans SC644 0
Goodwill and Other Intangible Assets SC660 110
Interest-Only Strip Receivables and Certain Other Instruments SC665 0
Other Assets SC689 781,586
Memo: Detail of Other Assets
Code Amount
SC691 4 SC692 728,096
SC693 14 SC694 22,818
SC697 13 SC698 20,621
Line
Report in
Thousands of
Dollars
General Valuation Allowances SC699 0
Total Assets SC60 46,048,007
LIABILITIES
Deposits and Escrows: Total SC71 4,809,310
Deposits SC710 4,809,638
Escrows SC712 6,880
Unamortized Yield Adjustments on Deposits and Escrows SC715 -7,208
Borrowings: Total SC72 10,712,608
Advances from FHLBank SC720 10,712,439
TFR Schedule SC
8/19/2010 8:22 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 24 of 45 PageID #: 2119
Federal Funds Purchased and Securities Sold Under Agreements to Repurchase SC730 169
Subordinated Debentures (Including Mandatory Convertible Securities and
Limited-Life Preferred Stock) SC736
0
Mortgage Collateralized Securities Issued:
CMOs (including REMICs) SC740 0
Other Borrowings SC760 0
Other Liabilities: Total SC75 1,296,102
Accrued Interest Payable - Deposits SC763 20,073
Accrued Interest Payable - Other SC766 74,193
Accrued Taxes SC776 59,775
Accounts Payable SC780 1,182
Deferred Income Taxes SC790 0
Other Liabilities and Deferred Income SC796 1,140,879
Memo: Detail of Other Liabilities
Code Amount
SC791 10 SC792 1,138,117
SC794 18 SC795 1,500
SC797 11 SC798 513
Line
Report in
Thousands of
Dollars
Total Liabilities SC70 16,818,020
Minority Interest SC800 0
line
(Report in
Thousands of
Dollars)
EQUITY CAPITAL
Perpetual Preferred Stock:
Cumulative SC812 0
Noncumulative SC814 0
Common Stock:
Par Value SC820 0
Paid in Excess of Par SC830 29,392,778
Accumulated Other Comprehensive Income: Total SC86 -781,084
Unrealized Gains (Losses) on Available-for-Sale Securities SC860 -781,084
Gains (Losses) on Cash Flow Hedges SC865 0
Other SC870 0
TFR Schedule SC
8/19/2010 8:22 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 25 of 45 PageID #: 2120
Retained Earnings SC880 618,293
Other Components of Equity Capital SC891 0
Total Equity Capital SC80 29,229,987
Total Liabilities, Minority Interest, and Equity Capital SC90 46,048,007
TFR Schedule SC
8/19/2010 8:22 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 26 of 45 PageID #: 2121
Washington Mutual Bank FSB
6250 NORTH SAGEWOOD DRIVE
PARK CITY , UT 84098
Docket Number: 11905
for the quarter ending: 06/30/2008
Office of Thrift Supervision
2008 Thrift Financial Report
Schedule - SO
Consolidated Statement of Operations
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(Report in
Thousands
of Dollars)
Lines
For the
Quarter
Interest Income: Total SO11 507,870
Deposits and Investment Securities SO115 77,547
Mortgage-Backed Securities SO125 245,477
Mortgage Loans SO141 138,824
Prepayment Fees, Late Fees, and Assumption Fees for Mortgage Loans SO142 1,128
Nonmortgage Loans:
Commercial Loans and Leases SO160 44,744
Prepayment Fees, Late Fees, and Assumption Fees for Commercial Loans SO162 1
Consumer Loans and Leases SO171 146
Prepayment Fees, Late Fees, and Assumption Fees for Consumer Loans SO172 3
Dividend Income on Equity Investments Not Subject to FASB
Statement No. 115: Total SO18 2,437
Federal Home Loan Bank Stock SO181 2,437
Other SO185 0
Interest Expense: Total SO21 109,157
Deposits SO215 26,408
Escrows SO225 1
Advances from FHLBank SO230 82,747
Subordinated Debentures (Including Mandatory Convertible Securities) SO240 0
Mortgage Collateralized Securities Issued SO250 0
Other Borrowed Money SO260 1
Capitalized Interest SO271 0
Net Interest Income (Expense) Before Provision for Losses on Interest-Bearing
Assets SO312 401,150
Net Provision for Losses on Interest-Bearing Assets SO321 -14,634
Net Interest Income (Expense) After Provision for Losses on Interest-Bearing
Assets SO332 415,784
TFR Schedule SO
8/19/2010 8:25 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 27 of 45 PageID #: 2122
Noninterest Income: Total SO42 -298,761
Mortgage Loan Servicing Fees SO410 0
Amortization of and Fair Value Adjustments to Loan Servicing Assets and Loan
Servicing Liabilities SO411 0
Other Fees and Charges SO420 16,769
Net Income (Loss) from:
Sale of Assets Held for Sale and Available-for-Sale Securities SO430 -315,625
Operations and Sale of Repossessed Assets SO461 21
LOCOM Adjustments Made to Assets Held for Sale SO465 0
Sale of Securities Held-to-Maturity SO467 0
Sale of Loans Held for Investment SO475 0
Sale of Other Assets Held for Investment SO477 0
Gains and Losses on Financial Assets and Liabilities Carried at Fair Value SO485 27
Other Noninterest Income SO488 47
Memo: Detail of Other Noninterest Income
Code Amount
SO489 99 SO492 47
SO495 0 SO496 0
SO497 0 SO498 0
Line
Report in
Thousands
of Dollars
Noninterest Expense: Total SO51 25,721
All Personnel Compensation and Expense SO510 2,875
Legal Expense SO520 15
Office Occupancy and Equipment Expense SO530 1,002
Marketing and Other Professional Services SO540 16,324
Loan Servicing Fees SO550 0
Goodwill and Other Intangibles Expense SO560 0
Net Provision for Losses on Non-Interest-Bearing Assets SO570 0
Other Noninterest Expense SO580 5,505
Memo: Detail of Other Noninterest Expense
Code Amount
SO581 99 SO582 3,261
SO583 13 SO584 1,375
SO585 99 SO586 320
Line
Report in
Thousands
of Dollars
Income (Loss) Before Income Taxes: SO60 91,302
TFR Schedule SO
8/19/2010 8:25 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 28 of 45 PageID #: 2123
Income Taxes: Total SO71 29,987
Federal SO710 26,095
State, Local, and Other SO720 3,892
Income (Loss) Before Extraordinary Items and Effects of Accounting Changes SO81 61,315
Extraordinary Items, Net of Tax Effect, and Cumulative Effect of Changes in
Accounting Principles SO811 0
NET INCOME (LOSS) SO91 61,315
TFR Schedule SO
8/19/2010 8:25 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 29 of 45 PageID #: 2124
Washington Mutual Bank FSB
6250 NORTH SAGEWOOD DRIVE
PARK CITY , UT84098
Docket Number: 11905
for the quarter ending: 06/30/2008
Office of Thrift Supervision
2008 Thrift Financial Report
Schedule - VA
Consolidated Valuation Allowances and Related Data
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(Report in Thousands of Dollars for the Quarter)
Reconciliation Valuation Allowances
General Specific Total
Beginning Balance VA105 VA108 VA110
80,847 0 80,847
Add or Deduct:
Net Provision for Loss VA115 VA118 VA120
-14,634 0 -14,634
Transfers VA125 VA128
0 0
Add:
Recoveries VA135 VA140
9 9
Adjustments VA145 VA148 VA150
0 0 0
Deduct:
Charge-offs VA155 VA158 VA160
1,431 0 1,431
Ending Balance VA165 VA168 VA170
64,791 0 64,791
Charge-offs, Recoveries, and Specific Valuation Allowance Activity
(Report in Thousands of Dollars for the Quarter)
General Valuation
Allowances
Specific
Valuation
Allowance
Provisions
Charge-Offs
(VA155)
Recoveries
(VA135)
& Transfers
from General
Allowances
(VA118+VA128)
Adjusted Net
Charge-offs
Deposits and Investment Securities VA38 VA39
0 0
Mortgage-Backed Securities VA370 VA371 VA372 VA375
0 0 0 0
TFR Schedule VA
8/19/2010 8:26 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 30 of 45 PageID #: 2125
Mortgage Loans: Total VA46 VA47 VA48 VA49
1,334 2 0 1,332
Construction:
1-4 Dwelling Units VA420 VA421 VA422 VA425
0 0 0 0
Multifamily (5 or More) Dwelling
Units VA430 VA431 VA432 VA435
0 0 0 0
Nonresidential Property VA440 VA441 VA442 VA445
0 0 0 0
Permanent:
1-4 Dwelling Units:
Revolving, Open-End Loans VA446 VA447 VA448 VA449
1,334 2 0 1,332
All Other:
Secured by First Liens VA456 VA457 VA458 VA459
0 0 0 0
Secured by Junior Liens VA466 VA467 VA468 VA469
0 0 0 0
Multifamily (5 or More) Dwelling
Units VA470 VA471 VA472 VA475
0 0 0 0
Nonresidential Property (Except
Land) VA480 VA481 VA482 VA485
0 0 0 0
Land VA490 VA491 VA492 VA495
0 0 0 0
Nonmortgage Loans: Total VA56 VA57 VA58 VA59
97 7 0 90
Commercial Loans VA520 VA521 VA522 VA525
50 2 0 48
Consumer Loans:
Loans on Deposits VA510 VA511 VA512 VA515
0 0 0 0
Home Improvement Loans VA516 VA517 VA518 VA519
0 0 0 0
Education Loans VA530 VA531 VA532 VA535
0 0 0 0
Auto Loans VA540 VA541 VA542 VA545
0 0 0 0
Mobile Home Loans VA550 VA551 VA552 VA555
TFR Schedule VA
8/19/2010 8:26 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 31 of 45 PageID #: 2126
0 0 0 0
Credit Cards VA556 VA557 VA558 VA559
0 0 0 0
Other VA560 VA561 VA562 VA565
47 5 0 42
Repossessed Assets: Total VA60 VA62 VA65
0 0 0
Real Estate:
Construction VA605 VA606 VA607
0 0 0
1-4 Dwelling Units VA613 VA614 VA615
0 0 0
Multifamily (5 or More) Dwelling
Units VA616 VA617 VA618
0 0 0
Nonresidential (Except Land) VA625 VA626 VA627
0 0 0
Land VA628 VA629 VA631
0 0 0
Other Repossessed Assets VA630 VA632 VA633
0 0 0
Real Estate Held for Investment VA72 VA75
0 0
Equity Investments Not Subject to
FASB Statement No.115 VA822 VA825
0 0
Other Assets VA930 VA931 VA932 VA935
0 0 0 0
OTHER ITEMS
(Report in
Thousands
of Dollars)
Troubled Debt Restructured:
Amount this Quarter VA940 1,085
Amount Included in Schedule SC in Compliance with Modified Terms VA942 7,133
Mortgage Loans Foreclosed During the Quarter: Total VA95 121
Construction VA951 0
Permanent Loans Secured By:
1-4 Dwelling Units VA952 121
Multifamily (5 or More) Dwelling Units VA953 0
Nonresidential (Except Land) VA954 0
Land VA955 0
TFR Schedule VA
8/19/2010 8:26 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 32 of 45 PageID #: 2127
Purchased Impaired Loans Held for Investment Accounted for in Accordance with
AICPA SOP 03-3 (Exclude Loans Held for Sale):
Outstanding Balance (Contractual) VA980 0
Recorded Investment (Carrying Amount Before Deducting Any Loan Loss Allowances) VA981 0
Allowance Amount Included in Allowance for Loan and Lease Losses (SC283, SC357) VA985 0
Line items VA960 through VA975 are not available to the public for individual
institutions.
TFR Schedule VA
8/19/2010 8:26 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 33 of 45 PageID #: 2128
Washington Mutual Bank FSB
6250 NORTH SAGEWOOD DRIVE
PARK CITY , UT 84098
Docket Number: 11905
for the quarter ending: 06/30/2008
Office of Thrift Supervision
2008 Thrift Financial Report
Schedule - SI
Consolidated Supplemental Information
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Miscellaneous: Lines
(Report in
Thousands of
Dollars)
Number of Full-time Equivalent Employees SI370 187
Financial Assets Held for Trading Purposes SI375 12,577
Financial Assets Carried at Fair Value Through Earnings SI376 12,577
Financial Liabilities Carried at Fair Value Through Earnings SI377 0
Available-for-Sale Securities SI385 21,808,910
Assets Held for Sale SI387 0
Loans Serviced for Others SI390 0
Residual Interests:
Residual Interests in the Form of Interest-Only Strips SI402 0
Other Residual Interests SI404 29,386
Qualified Thrift Lender Test:
Actual Thrift Investment Percentage at Month-end:
First Month of Quarter SI581 87.43 %
Second Month of Quarter SI582 77.23 %
Third Month of Quarter SI583 69.23 %
IRS Domestic Building and Loan Test:
Percent of Assets Test SI585 0.00 %
Do you meet the DBLA business operations test? SI586 No
Aggregate Investment in Service Corporations SI588 0
Extensions of credit by the reporting association (and its controlled
subsidiaries) to its executive officers, principal shareholders, directors, and
their related interests as of the report date: Line
Report in Thousands of
Dollars
Aggregate amount of all extensions of credit SI590 0
Number of executive officers, principal shareholders, and
directors to whom the amount of all extensions of credit
(including extensions of credit to related interests) equals or
exceeds the lesser of $500,000 or 5 percent of unimpaired
SI595 0
TFR Schedule SI
8/19/2010 8:27 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 34 of 45 PageID #: 2129
capital and unimpaired surplus (CCR30 + CCR35 +
CCR530 + CCR105)
Summary of Changes in Equity Capital: Line
Report in Thousands of
Dollars
Beginning Equity Capital SI600 29,233,170
Net Income (Loss) (SO91) SI610 61,315
Dividends Declared:
Preferred Stock SI620 0
Common Stock SI630 0
Stock Issued SI640 0
Stock Retired SI650 0
Capital Contributions (Where No Stock is Issued) SI655 0
New Basis Accounting Adjustments SI660 0
Other Comprehensive Income SI662 -64,498
Prior Period Adjustments SI668 0
Other Adjustments SI671 0
Ending Equity Capital (SC80) (600 + 610 - 620 - 630 + 640 - 650 + 655 + 660
+ 662 + 668 + 671) SI680 29,229,987
Mutual Fund and Annuity Sales: Line
Report in Thousands
of Dollars
Do you sell private-label or third-party mutual funds and annuities? SI805 No
Total Assets you Manage of Proprietary Mutual Funds and Annuities SI815 0
Fee Income from the Sale and Servicing of Mutual Funds and Annuities SI860 0
Average Balance Sheet Data (Based on Month-End Data): Line
Report in
Thousands of
Dollars
Total Assets SI870 44,978,598
Deposits and Investments Excluding Non-Interest-Earning Items SI875 9,383,326
Mortgage Loans and Mortgage-Backed Securities SI880 25,693,271
Nonmortgage Loans SI885 8,674,109
Deposits and Escrows SI890 3,129,206
Total Borrowings SI895 11,471,451
Line items SI750 and SI760 are not available to the public for individual institutions.
TFR Schedule SI
8/19/2010 8:27 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 35 of 45 PageID #: 2130
Washington Mutual Bank FSB
6250 NORTH SAGEWOOD DRIVE
PARK CITY , UT 84098
Docket Number: 11905
for the quarter ending: 06/30/2008
Office of Thrift Supervision
2008 Thrift Financial Report
Schedule - CCR
Consolidated Capital Requirement
Skip Navigation
Information Page | Search | Report Options
TIER 1 (CORE) CAPITAL REQUIREMENT: Lines
(Report in
Thousands of
Dollars)
Tier 1 (Core) Capital
Equity Capital (SC80) CCR100 29,229,987
Deduct:
Investments in and Advances to "Nonincludable" Subsidiaries
CCR105 0
Goodwill and Certain Other Intangible Assets
CCR115 109
Disallowed Servicing Assets, Disallowed Deferred Tax Assets, Disallowed
Residual Interests, and Other Disallowed Assets
CCR133 0
Other
CCR134 0
Add:
Accumulated Losses (Gains) on Certain Available-for-Sale Securities and
Cash Flow Hedges, Net of Taxes CCR180 781,070
Intangible Assets CCR185 0
Minority Interest in Includable Consolidated Subsidiaries Including REIT
Preferred Stock Reported as a Borrowing CCR190 0
Other CCR195 0
Tier 1 (Core) Capital (100-105-115-133-134+180+185+190+195) CCR20 30,010,948
Adjusted Total Assets
Total Assets (SC60) CCR205 46,048,007
Deduct:
Assets of "Nonincludable" Subsidiaries CCR260 0
Goodwill and Certain Other Intangible Assets CCR265 109
Disallowed Servicing Assets, Disallowed Deferred Tax Assets, Disallowed
Residual Interests, and Other Disallowed Assets CCR270 0
Other CCR275 0
Add:
Accumulated Losses (Gains) on Certain Available-for-Sale Securities and
Cash Flow Hedges CCR280 1,254,236
TFR Schedule CCR
8/19/2010 8:28 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 36 of 45 PageID #: 2131
Intangible Assets CCR285 0
Other CCR290 0
Adjusted Total Assets (205-260-265-270-275+280+285+290) CCR25 47,302,134
Tier 1 (Core) Capital Requirement (25 x 4%) CCR27 1,892,085
TOTAL RISK-BASED CAPITAL REQUIREMENT: Lines
(Report in
Thousands of
Dollars)
Tier 1 (Core) Capital (20) CCR30 30,010,948
Tier 2 (Supplementary) Capital:
Unrealized Gains on Available-for-Sale Equity Securities CCR302 0
Qualifying Subordinated Debt and Redeemable Preferred Stock CCR310 0
Other Equity Instruments CCR340 0
Allowances for Loan and Lease Losses CCR350 65,032
Other CCR355 0
Tier 2 (Supplementary) Capital (302 + 310 + 340 + 350 + 355) CCR33 65,032
Allowable Tier 2 (Supplementary) Capital CCR35 65,032
Equity Investments and Other Assets Required to be Deducted CCR370 0
Deduction for Low-Level Recourse and Residual Interests CCR375 34,728
Total Risk-based Capital (30 + 35 - 370 - 375) CCR39 30,041,252
Risk-Weight Categories
0% Risk-Weight:
Cash CCR400 5,638
Securities Backed by Full Faith and Credit of U.S. Government CCR405 297,889
Notes and Obligations of FDIC, Including Covered Assets CCR409 0
Other CCR415 1,970
Total (400 + 405 + 409 + 415) CCR420 305,497
0% Risk-Weight Total (420 x 0%) CCR40 0
20% Risk-Weight:
Mortgage and Asset-Backed Securities Eligible for 20% Risk Weight CCR430 17,898,656
Claims on FHLBs CCR435 2,125,392
General Obligations of State and Local Governments CCR440 679,494
Claims on Domestic Depository Institutions CCR445 13,559,609
TFR Schedule CCR
8/19/2010 8:28 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 37 of 45 PageID #: 2132
Other CCR450 1,799,469
Total (430 + 435 + 440 + 445 + 450) CCR455 36,062,620
20% Risk-Weight Total (455 x 20%) CCR45 7,212,524
50% Risk-Weight:
Qualifying Single-Family Residential Mortgage Loans CCR460 198,772
Qualifying Multifamily Residential Mortgage Loans CCR465 2,276,016
Mortgage and Asset-Backed Securites Eligible for 50% Risk Weight CCR470 148,711
State and Local Revenue Bonds CCR475 744,057
Other CCR480 43,399
Total (460 + 465 + 470 + 475 + 480) CCR485 3,410,955
50% Risk-Weight Total (485 x 50%) CCR50 1,705,478
100% Risk-Weight:
Securities Risk Weighted at 100% (or More) Under the Ratings-Based
Approach CCR501 196,793
All Other Assets CCR506 9,026,166
Total (501 + 506) CCR510 9,222,959
100% Risk-Weight Total (510 x 100%) CCR55 9,222,959
Amount of Low-Level Recourse and Residual Interests Before Risk-Weighting CCR605 0
Risk-Weighted Assets for Low-Level Recourse and Residual Interests (605 x
12.50) CCR62 0
Assets to Risk-Weight (420 + 455 + 485 + 510 + 605) CCR64 49,002,031
Subtotal Risk-Weighted Assets (40 + 45 + 50 + 55 + 62) CCR75 18,140,961
Excess Allowances for Loan and Lease Losses CCR530 0
Total Risk-Weighted Assets (75 - 530) CCR78 18,140,961
Total Risk-Based Capital Requirement (78 x 8%) CCR80 1,451,277
CAPITAL AND PROMPT CORRECTIVE ACTION RATIOS:
Tier 1 (Core) Capital Ratio CCR810 63.45 %
(Tier 1 (Core) Capital / Adjusted Total Assets)
Total Risk-Based Capital Ratio CCR820 165.60 %
(Total Risk-Based Capital / Risk-Weighted Assets)
Tier 1 Risk-Based Capital Ratio CCR830 165.24 %
((Tier 1 (Core) Capital – Deduction for Low-level Recourse and Residual
Interests) / Risk-Weighted Assets)
TFR Schedule CCR
8/19/2010 8:28 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 38 of 45 PageID #: 2133
Tangible Equity Ratio CCR840 63.45 %
((Tangible Capital + Cumulative Perpetual Preferred Stock) / Tangible Assets)
TFR Schedule CCR
8/19/2010 8:28 AM
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 39 of 45 PageID #: 2134
Exhibit C
Year Retained
Interest
in MBS
(in
billions)
Retained
Interests in
Credit Card
Securitizations
(in billions)
SEC
Filing
Source:
2000 $3,996 10-K https://www.otcmarkets.com/filing/html?id=520711&guid=wS_3UW
GktwOhf3h (p.73)
2001 $6,880 10-K https://www.otcmarkets.com/filing/html?id=1797462&guid=wS_3UW
GktwOhf3h (p. 82)
2002 $10,780 10-K https://www.otcmarkets.com/filing/html?id=2206372&guid=wS_3UW
GktwOhf3h (p. 39)
2003 $9,996 10-Q
(First)
https://www.otcmarkets.com/filing/html?id=2306013&guid=wS_3UW
GktwOhf3h (p.32)
2003 $9,200 10-Q
(Second
)
https://www.otcmarkets.com/filing/html?id=2443906&guid=wS_3UW
GktwOhf3h (p. 39)
2003 $4,180 10-Q
(Third)
2003 $2,360 10-K https://www.otcmarkets.com/filing/html?id=2831653&guid=wS_3UW
GktwOhf3h (p. 45)
2004 $2,120 10-Q
(First)
https://www.otcmarkets.com/filing/html?id=2953832&guid=wS_3UW
GktwOhf3h (p. 40)
2004 $1,770 10-Q
(Second
)
https://www.otcmarkets.com/filing/html?id=3112217&guid=zv_3U6E
IXgKqj3h (p. 47)
2004 $1,790 10-Q
(Third)
https://www.otcmarkets.com/filing/html?id=3270915&guid=zv_3U6E
IXgKqj3h (p. 47)
2004 $1,620 10-K https://www.otcmarkets.com/filing/html?id=3536003&guid=zv_3U6E
IXgKqj3h (p. 52)
2005 $1,770 10-Q
(First)
https://www.otcmarkets.com/filing/html?id=3663289&guid=zv_3U6E
IXgKqj3h (p. 43)
2005 $1,830 10-Q
(Second
)
https://www.otcmarkets.com/filing/html?id=3842513&guid=zv_3U6E
IXgKqj3h (p. 49)
2005 $1,940 10-Q
(Third)
https://www.otcmarkets.com/filing/html?id=3997941&guid=zv_3U6E
IXgKqj3h (p. 45)
2005 $2,800 $1,640 10-K https://www.otcmarkets.com/filing/html?id=4277397&guid=zv_3U6E
IXgKqj3h (p. 47)
2006 $2,260 $1,750 10-Q
(First)
https://www.otcmarkets.com/filing/html?id=4408097&guid=jmR3UW
Ul8lFmnEh (p. 47)
2006 $2,270 $1,740 10-Q
(Second
)
https://www.otcmarkets.com/filing/html?id=4587552&guid=jmR3UW
Ul8lFmnEh (p. 58)
2006 $1,980 $1,720 10-Q
(Third)
https://www.otcmarkets.com/filing/html?id=4754508&guid=jmR3UW
Ul8lFmnEh (p. 57)
2006 $1,900 $1,470 10-K https://www.otcmarkets.com/filing/html?id=5003677&guid=jmR3UW
Ul8lFmnEh (p. 45)
2007 $2,710 $1,430 10-Q
(First)
https://www.otcmarkets.com/filing/html?id=5168665&guid=jmR3UW
Ul8lFmnEh (p. 42)
2007 $2,920 $1,590 10-Q
(Second
)
https://www.otcmarkets.com/filing/html?id=5358076&guid=jmR3UW
Ul8lFmnEh (p. 43)
2007 $2,290 $1,680 10-Q
(Third)
https://www.otcmarkets.com/filing/html?id=5532386&guid=jmR3UW
Ul8lFmnEh (p. 50)
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 40 of 45 PageID #: 2135
2007 $1,710 $1,840 10-K https://www.otcmarkets.com/filing/html?id=5769335&guid=jmR3UW
Ul8lFmnEh (p. 48)
2008 $1,440 $1,830 10-Q
(First)
https://www.otcmarkets.com/filing/html?id=5927846&guid=jmR3UW
Ul8lFmnEh (p. 48)
2008 1,230 $1,560 10-Q
(Second
)
https://www.otcmarkets.com/filing/html?id=6093324&guid=jmR3UW
Ul8lFmnEh (p. 60)
Total
s:
$116,552 $18,250
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 41 of 45 PageID #: 2136
1
Exhibit D
Dramatis Personae
William Kosturos, Liquidating Trustee
William Kosturos is a Managing Director of Alvarez & Marsal, the world’s premier restructuring
consultancy. He became Washington Mutual, Inc.’s Chief Restructuring Officer in 2008 and the
Liquidating Trustee of the WMI Liquidating Trust (the “Trust”), WMI’s successor, in 2012.
Mr. Kosturos has been closely allied with the Settlement Noteholders (defined below) since at least
2010 and this intimacy may have been a factor in Mr. Kosturos’ selection as Trustee.1 This connection may
be extant and the Settlement Noteholders – as more equal animals on the farm – may have known about the
March 28, 2013 stipulation between the Trust and the Underwriters (defined below) prior to its execution
and/or seen it prior to its release to Griffin and other Trust beneficiaries in April 2019.
The Settlement Noteholders
During the early stages of the Debtors’ cases, William Kosturos admitted that four hedge funds
were very active in the case.2 These hedge funds – Appaloosa Management, L.P. (“Appaloosa”), Aurelius
Capital Management LP (“Aurelius”), Centerbridge Partners, LP (“Centerbridge”), and Owl Creek Asset
Management, L.P. (“Owl Creek”), and their respective affiliates (collectively, the “Settlement
Noteholders”) – held claims senior to equity and were adverse to retail equity receiving any recovery.
1 Among the evidence presented by Official Committee of Equity Security Holders of Washington Mutual, Inc. (the
“Equity Committee”) in its closing arguments is an email dated March 9, 2010 at 2:08 p.m. from Brian Rosen, counsel
for the Debtors, to Brad Eric Scheler of Fried, Frank, Harris, Shriver & Jacobson LLP (“Fried Frank”), counsel for
the Settlement Noteholders, and William Kosturos. See ‘Closing Arguments of the Equity Committee’, December
20, 2010, p. 27: https://www.scribd.com/document/63319846/Washington-Mutual-WMI-Closing-Argument-of-the-
Equity-Committee-1st-Confirmation-Hearing-in-December-2010 (“Closing Arguments of EC”). Lawyers are fierce
in protecting their clients against any loss of the attorney-client privilege and against committing any breach of same.
Accordingly, when Mr. Rosen referred to the Settlement Noteholders as “your clients” in that email, Mr. Rosen knew
that Mr. Scheler and Mr. Kosturos were, as their counsel and restructuring professional, respectively, in the complete
confidence of the Settlement Noteholders as to matters concerning the Debtors. The March 9th email is notable because
in an earlier email dated February 9, 2010 at 9:38 a.m. from Scheler to Messrs. Kosturos and Rosen, Scheler refers to
the Settlement Noteholders as his – not Messrs. Kosturos’ and Rosen’s – clients. Obviously, in the one-month period
Mr. Rosen came to view Mr. Kosturos as closely allied with the Settlement Noteholders. By the end of 2010, Mr.
Kosturos admitted that the Settlement Noteholders were the chief architects of the Plan. See ‘Closing Arguments of
the Equity Committee’, December 20, 2010, p. 23.
2 See ‘Closing Arguments of the Equity Committee’, December 20, 2010, p. 23.
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 42 of 45 PageID #: 2137
2
Upon information and belief, David Tepper leads Appaloosa, Mark Brodsky leads Aurelius, Mark
Gallogly leads Centerbridge, and Jeffrey Altman leads Owl Creek. Appaloosa’s holdings of Trust interests
is approximately $850,000,000 face, or 8.5% of the entire Trust residual.
The TPS Group
The TPS Group was a coterie of hedge funds who owned a substantial position in Class 19 (i.e.,
preferred equity interests). The TPS Group was very active during the pre-confirmation phase of the
Debtors’ cases and its efforts resulted in the allocation of the residual going from 70% for preferred and
30% for common to 75% for preferred and 25% for common. The leader of this group is Greywolf Capital
Management LP, which is led by Jonathan Savitz (“Savitz”). Greywolf has approximately $875,000,000
face in Trust interests, or 8.75% of the entire Trust residual.
Texas Pacific Group
Texas Pacific Group (“TPG”) invested for itself and a group of investors approximately $7 billion
in WMI just six months before the seizure at $8.75 per common share, which translated into 800,000,000
shares of WMI common. Assuming all of those shares were released TPG controls two-thirds of the 1.2
million shares of WMI common comprising Class 22. WMI common, Class 22, holds 25% of the Trust
residual, which means that TPG holds 16.7% of the Trust residual through its Class 22 holdings. In addition,
TPG disclosed in 2008 that it also held an undisclosed amount of WMI preferred. If it released its preferred
at confirmation, then TPG is also a member of Class 19.3 David Bonderman, a former member of WMI’s
board of directors, is TPG’s Founding Partner.
The Underwriters
Fifteen securities firms who underwrote certain securities of WMI (the “Underwriters”) filed claims
against WMI for legal expenses and settlement payouts to investors for losses from WMI-issued securities.4
Specifically the claims were for $24 million in legal expenses and $72 million in settlement payouts.
3 See Notice of Substantial Stock Ownership (Bankr. D.I. 301):
http://www.kccllc.net/wamu/document/0812229081117000000000005
4 The Underwriters are: Morgan Stanley & Co., Incorporated (43.36%), Credit Suisse Securities (USA) LLC (22.38%),
Goldman, Sachs & Co. (11.68%), UBS Securities LLC (6.68%), Barclays Capital lnc. (4.7%), Deutsche Bank
Securities lnc. (2.62%), J.P. Morgan Securities lnc. (1.98%), Citigroup Global Markets lnc. (1.64%), Greenwich
Capital Markets, Inc. (1.64%), Keefe, Bruyette & Woods, Inc. (1.01%), Cabrera Capital Markets, LLC (.67%), The
Williams Capital Group. L.P. (.67%), Banc of America Securities LLC (.34%), BNY Capital Markets, Inc. (.33%),
and Samuel A. Ramirez & Company, Inc. (.33%). (The percentage adjacent to each Underwriters’ name is its portion
of the $72 million claim.)
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 43 of 45 PageID #: 2138
3
Initially the Debtors resisted but on February 3, 2011 the Debtors, agreed to settle the claims. The terms
were (a) an immediate payout of $250,000, (b) a $24 million claim in Class 18 (class of subordinated
creditor claims), and (c) a $72 million claim in Class 20 (then the class of preferred equity which was not
scheduled to receive a distribution). Pursuant to the February 3, 2011 stipulation the Debtors retained their
right to object to the Underwriters’ claims and on September 12, 2012 the Trust as successor to WMI
objected to the Underwriters claims.5 Notwithstanding, on March 28, 2013 the Trust settled the claims
pursuant to a stipulation granting the Underwriters a $72 million claim in Class 19 (preferred equity).6 The
Underwriters are major liquidity providers and are therefore indispensable to the Settlement Noteholders
and the TPS Group members’ business models.
Summary
Accordingly, at a minimum, three persons, Tepper, Savitz, and David Bonderman, control 34% of
the Trust residual interests and, considering the other Settlement Noteholders and members of the TPS
Group holdings, they and TPG have combined interests that may exceed 50% of the Trust residual.
In addition to owning Trust interests, during the pre-confirmation phase of the Debtors’ cases when
the TPS Group was adverse to the Settlement Noteholders the TPS Group revealed in a court filing that the
Settlement Noteholders own both senior and subordinated WMB bonds, which means that not only do they
have a substantial portion of the Trust’s waterfall but of the failed banks’ waterfall as well.7 This
information threw light on a March 2, 2016 press release regarding the Steering Committee of the Ad Hoc
Committee of Washington Mutual Bank Senior Note Holders (the “Ad Hoc Committee”), a group that
worked to create the tri-party settlement among the FDIC, Deutsche Bank, and JP Morgan dated August
19, 2016 resolving the issues between these parties concerning losses of holders of WMB bonds.8 Given
that Mr. Tepper and the other Settlement Noteholders played a key role in negotiating the GSA it is entirely
possible that they are members of the Ad Hoc Committee.
5 The September 12, 2012 objection was strident. The Trust’s main argument was that Third Circuit law forbids
payment of indemnification claims to securities underwriters who settle claims rather than litigate them to vindication.
6 As holders of an equity claim the Underwriters will receive .72% of the entire residual no matter how much returns
to the Trust. If their claim was a creditor claim they would be capped at $72 million. The Underwriters’ proofs of
claim indicated they were creditors.
7 See ‘Objection of the TPS Consortium to Confirmation of the Sixth Amended Joint Plan of Affiliated Debtors
Pursuant to Chapter 11 of the United States Bankruptcy Code’ (Bankr. D.I. 6020), p. 6, n. 9:
http://www.kccllc.net/wamu/document/0812229101119000000000071.
8 See ’An Announcement by the Steering Committee of Ad Hoc Committee of Washington Mutual Bank
Bondholders’: https://www.businesswire.com/news/home/20160302006392/en/Announcement-Steering-
Committee-Ad-Hoc-Committee-Washington.
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 44 of 45 PageID #: 2139
4
Upon information and belief, Mr. Tepper and the other Settlement Noteholders negotiated with the
FDIC over the GSA and are probably members of the Ad Hoc Committee. Accordingly, in light of Section
1.183 of the Debtors’ plan of reorganization it is possible that Mr. Tepper and the Settlement Noteholders
(probably joined by Mr. Savitz) could be negotiating with the FDIC on the Trust’s behalf to obtain release
of any MBS in the FDIC’s control. They certainly have sufficient financial incentive to do so. The
aforementioned players are not employees or fiduciaries of the Trust and could negotiate with the FDIC in
connection with their own affairs (i.e., their interests in both waterfalls). As exhaustively discussed in the
Closing Arguments of the EC the Settlement Noteholders do not wait for anyone’s permission to further
their own interests.
Case 1:19-cv-00775-RGA Document 24 Filed 08/13/19 Page 45 of 45 PageID #: 2140