8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 1, 2011

WASHINGTON MUTUAL, INC.

(Exact name of registrant as specified in its charter)

Commission File Number:  1-14667

WASHINGTON	91-1653725
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

925 FOURTH AVENUE, SUITE 2500

SEATTLE, WASHINGTON 98104

(Address of principal executive offices, including zip code)

(206) 432-8887

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01  Regulation FD Disclosure.

On August 1, 2011, Washington Mutual, Inc. (the “Company”) and WMI Investment Corp. (together with the Company, the “Debtors”) filed their monthly operating report for the period June 1, 2011 to June 30, 2011 (the “Monthly Operating Report”) with the United States Bankruptcy Court for the District of Delaware (the “Court”) (Case Number 08-12229 (MFW)). The Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This Current Report (including the exhibit hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.

The Monthly Operating Report may be available electronically, on the internet website of the Debtors’ claims agent, Kurtzman Carson Consultants, LLC, at http://www.kccllc.net/.

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Statement Regarding Financial and Operating Data

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the operating guidelines as described in the Chapter 11 Trustee Handbook, United States Department of Justice, May 2004 in accordance with 28 U.S.C. § 586(a)(3). The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with Generally Accepted Accounting Principles in the United States, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

Cautionary Statement Regarding Forward-Looking Statements

The Current Report on Form 8-K and the exhibit hereto contain certain statements that may be deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the Company’s current plans, expectations, estimates and management’s beliefs about the Company’s future performance. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates” or variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to risks and uncertainties that are difficult to predict and which may cause the Company’s actual results and performance to differ materially from those expressed or forecasted in any such forward-looking statements. Some of these risks and uncertainties are discussed in the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2007 under “Factors that May Affect Future Results.” These risks include, among other factors, changes in business, economic and market conditions, changes in government regulation, and changes in the competitive environment in which the Company operates. Other risks that the Company faces include, but are not limited to, the following: (i) the Company’s ability to obtain Court approval with respect to motions in the Debtors’ chapter 11 proceedings prosecuted by the Debtors from time to time; (ii) risks associated with third parties seeking and obtaining Court approval to convert the Debtors’ chapter 11 cases to cases under chapter 7 of the bankruptcy code; (iii) risks associated with litigation and other claims that involve the Company; and (iv) the potential adverse impact of the Debtors’ chapter 11 cases on the Debtors’ liquidity or results of operations. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements. However, readers should carefully review the statements set forth in the reports, which the Company files from time to time with the Securities and Exchange Commission, particularly its Current Reports on Form 8-K.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
EX-99.1	Monthly Operating Report for the period June 1, 2011 to June 30, 2011, filed with the United States Bankruptcy Court for the District of Delaware.

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WASHINGTON MUTUAL, INC.
Date:  August 1, 2011	By:	/s/ John Maciel
		John Maciel
		Chief Financial Officer

EX-99.1

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In re Washington Mutual, Inc., et al.	Case No. 08-12229 (MFW)
	Reporting Period: 06-01-11 to 06-30-11

MONTHLY OPERATING REPORT

REQUIRED DOCUMENTS	Form No.	Document Attached	Explanation Attached
Schedule of Cash Receipts and Disbursements	MOR-1	Yes
Bank Reconciliation (or copies of Debtors’ bank reconciliations)	MOR-1a	Refer to attached stmt
Schedule of Professional Fees Paid	MOR-1b	Yes
Copies of bank statements	MOR-1c	Refer to attached stmt
Cash disbursements journals		n/a	Refer to MOR 1 for summary of all disbursements.
Statement of Operations	MOR-2	Yes	See attached notes
Balance Sheet	MOR-3	Yes	See attached notes
Status of Post petition Taxes	MOR-4	Yes
Copies of IRS Form 6123 or payment receipt		n/a	Payroll services outsourced including remission of taxes
Copies of tax returns filed during reporting period		n/a	See listing of filings
Summary of Unpaid Post petition Debts	MOR-4	n/a	Detail on face of balance sheet.
Listing of aged accounts payable	MOR-4	Yes
Accounts Receivable Reconciliation and Aging	MOR-5	n/a	No trade receivables
Debtor Questionnaire	MOR-5	Yes

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the documents attached are true and correct to the best of my knowledge and belief.

/s/ John Maciel	August 1, 2011
Signature of Authorized Individual*	Date
John Maciel	Chief Financial Officer
Printed Name of Authorized Individual	Title of Authorized Individual

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

In re Washington Mutual, Inc., et al

Case No. 08-12229 (MFW)

DISCLAIMER

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

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

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

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

Washington Mutual, Inc., et al.	Case No.  08-12229 (MFW)
June 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 - 05/31/2011		262,553,181		3,685,142,193		4,672		751,271		14,988,653			2,855,635		3,966,295,605			53,737,083		327,876		54,064,959		4,020,360,564
Receipts
Interest & investment returns		45,957		645,047		1		132		698			230,410		922,244			9,406		-		9,406		931,650
Reimbursements/distributions from subs													-		-							-		-
Payment of note receivable													315,978		315,978									315,978
Other miscellaneous receipts													1,734		1,734							-		1,734
Total Receipts		45,957		645,047		1		132		698			548,122		1,239,956			9,406		-		9,406		1,249,363
Transfers
Sweep to/(from) Money Market account										(11,000,000	)		11,000,000		-									-
Transfer (to)/from Wells Managed Account										-			-		-					-		-		-
Total Transfers		-		-		-		-		(11,000,000	)		11,000,000		-			-		-		-		-
Disbursements
Salaries and benefits													211,429		211,429					-		-		211,429
Travel and other expenses													27,078		27,078					-		-		27,078
Occupancy and supplies													104,350		104,350					-		-		104,350
Professional fees													8,652,665		8,652,665					-		-		8,652,665
Other outside services													727,595		727,595					-		-		727,595
Bank fees													24,584		24,584					-		-		24,584
US Trustee quarterly Fees													-		-					-		-		-
Directors fees													67,500		67,500					-		-		67,500
Taxes paid													-		-					-		-		-
Total Disbursements		-		-		-		-					9,815,200		9,815,200			-		-		-		9,815,200
Net Cash Flow		45,957		645,047		1		132		(10,999,302	)		1,732,922		(8,575,244	)		9,406		-		9,406		(8,565,838	)
Cash - End of Month		262,599,138		3,685,787,240		4,673		751,403		3,989,351			4,588,557		3,957,720,361			53,746,489		327,876		54,074,365		4,011,794,726
GL Balance		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
Net value - short-term securities															543,918,560							222,292,274		766,210,834
Total Cash & Cash Equivalents															4,501,638,922							276,366,639		4,778,005,562

June 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.
MOR-1B: Schedule of Professional Fees Paid
Month Ended June 30, 2011

		Check		Amount Paid - Jun'11				Amount Paid CTD
Payee	Period Covered	Number	Date	Fees		Expense		Fees		Expense
Akin, Gump, Strauss, Hauer & Feld LLP	03/01/11 - 04/30/11	Wires	06/23/2011, 06/30/11	$	1,015,429.80	$	39,871.90	$	20,036,583.48	$	674,974.80
Alvarez & Marsal	05/01/11 - 05/31/11	Wire	06/30/11		1,181,870.75		71,403.44		58,625,621.99		2,620,865.88
Ashby & Geddes, P.A.	04/01/11 - 04/30/11	Wire	06/23/11		85,606.40		3,329.70		1,271,005.10		121,615.00
Benesch, Friedlander, Coplan & Aronoff					-		-		24,742.50		1,677.26
Blackstone Advisory Partners LLP	03/01/11 - 04/30/11	Wire	06/23/11		120,000.00		5,522.97		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					-		-		726,604.50		24,570.35
Elliott Greenleaf					-		-		950,678.15		74,499.30
FTI Consulting, Inc.	03/01/11 - 03/31/11	Wire	06/02/11		124,433.80		3,389.22		6,846,450.25		89,934.92
Gibson, Dunn & Crutcher LLP					-		-		927,306.81		14,317.31
Grant Thornton					-		-		457,536.00		39,407.93
Joele Frank, Wilkinson Brimmer Katcher	05/01/11 - 05/31/11	3547	06/09/11		8,342.74		2,061.00		261,754.01		32,293.79
John W. Wolfe, P.S.					-		-		3,496,049.55		9,341.12
Kurtzman Carson Consultants LLC	02/01/11 - 06/30/11	Wires	06/02/11, 06/23/2011, 06/30/11		857,601.31		4,373,308.99		4,148,696.07		10,447,735.24
McKee Nelson LLP / Bingham McCutchen LLP	09/30/10 - 03/31/11	3540	06/09/11		9,926.40		47.95		2,672,044.58		314,461.14
McKenna Long & Aldridge					-		-		6,010,918.00		204,064.31
Miller & Chevalier Chartered	02/01/11 - 03/31/11	Wire	06/09/11		71,942.40		0.40		1,032,703.76		6,512.00
Milliman					-		-		31,429.99		-
Pepper Hamilton LLP	04/01/11 - 04/30/11	Wire	06/16/11		21,885.60		4,610.22		2,686,230.53		176,491.78
Perkins Coie LLP	03/01/11 - 03/31/11	3573	06/23/11		45,561.60		934.60		2,988,839.34		147,953.28
Peter J. Solomon Company	02/01/11 - 03/31/11	Wire	06/23/11		280,000.00		170.17		2,311,250.00		13,478.83
PricewaterhouseCoopers LLP					-		-		2,066,910.00		184,532.35
Quinn Emanuel Urquhart Oliver & Hedges					-		-		14,111,487.51		473,104.18
Richards, Layton & Finger P.A.	03/01/11 - 04/30/11	Wire	06/09/11, 06/30/11		105,505.60		26,545.59		2,087,435.50		441,979.74
Shearman & Sterling LLP	03/01/11 - 04/30/11	Wire, 3590	06/09/11, 06/30/11		119,218.80		155.31		1,480,333.26		21,457.34
Silverstein & Pomerantz, LLP					-		-		21,932.50		77.53
Simpson Thacher & Bartlett LLP					-		-		531,559.75		13,049.46
Susman Godfrey LLP	04/01/11 - 04/30/11	Wire	06/30/11		69,492.00		4,495.85		1,522,428.70		116,467.20
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				$	4,116,817.20	$	4,535,847.31	$	189,211,113.37	$	18,812,321.48

Washington Mutual, Inc., et al.	Case No.  08-12229 (MFW)
June 2011 Monthly Operating Report -- UNAUDITED
MOR 2 Statement of Operations for the period 06/1/11 to 06/30/11

	Washington Mutual, Inc.						WMI Investment Corp.
	June 2011			Cumulative to Date			June 2011			Cumulative to Date
Revenues:
Interest income:
Cash equivalents		741,333			24,949,722			32,275			1,309,345
Securities		226,598			8,160,008			-			2,976,201
Notes receivable - intercompany		-			1,685,297			-			1
Other		-			1,031,979			-			-
Total interest income		967,931			35,827,006			32,275			4,285,547
Earnings (losses) from subsidiaries and other equity investments		1,024,423			(189,576,764	)		(41,563	)		(6,078,034	)
Gains (losses) from securities / investments		(4,296	)		(10,093,736	)		15			(112,244,058	)
Other income		73,729			3,015,226			-			(0	)
Total revenues		2,061,787			(160,828,267	)		(9,273	)		(114,036,546	)
Operating expenses:
Compensation and benefits		294,104			14,230,125			-			-
Occupancy and equipment		82,754			2,875,995			-			-
Professional fees		608,834			17,373,016			-			215
Loss / (Income) from BOLI/COLI policies		(59,299	)		(10,435,697	)		-			-
Management fees / Transition services		15,000			2,397,629			-			-
Insurance		121,758			18,245,969			-			-
Other		102,400			5,055,203			14,653			698,692
Total operating expenses		1,165,551			49,742,240			14,653			698,907
Net profit (loss) before other income and expenses		896,236			(210,570,507	)		(23,927	)		(114,735,453	)
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		896,236			(155,542,507	)		(23,927	)		(114,735,453	)
Reorganization items:
Professional fees		14,871,655			219,587,983			-			322,043
Claims Adjustments		2,000,532			169,308,879			-			-
US Trustee quarterly fees		-			253,000			-			12,675
Gains (losses) from sale of assets		-			-			-			-
Other reorganization expenses		877,418			23,167,709			-			-
Total reorganization items		17,749,605			412,317,571			-			334,718
Net profit (loss) before income taxes		(16,853,368	)		(567,860,078	)		(23,927	)		(115,070,171	)
Income taxes		-			4,050			-			-
Net profit (loss)		(16,853,368	)		(567,864,128	)		(23,927	)		(115,070,171	)
Income tax rate		0.0	%		0.0	%		0.0	%		0.0	%

Washington Mutual, Inc., et al.	Case No.  08-12229 (MFW)
June 2011 Monthly Operating Report -- UNAUDITED
MOR 3 Balance Sheet as of 06/30/2011 and 9/26/2008

	Washington Mutual, Inc.						WMI Investment Corp.
	6/30/2011			9/26/08			6/30/2011			9/26/08
Assets:
Unrestricted cash and cash equivalents		4,501,638,922			4,018,083,009			276,366,639			52,974,376
Restricted cash and cash equivalents		85,160,961			145,668,884			-			-
Investment securities		76,702,001			59,688,627			-			266,444,881
Accrued interest receivable		815,164			413,253			4,712			4,084,658
Income tax receivable		475,894,198			742,680,150			22,187,560			22,187,560
Prepaid expenses		1,399,295			11,311,510			-			-
Cash surrender value of BOLI/COLI		15,485,631			84,039,738			-			-
Funded Pension		39,173,922			638,870,071			-			-
Other investments		-			23,668,909			56,862,366			65,952,708
Investment in subsidiaries		1,456,035,906			1,895,218,467			-			-
Notes receivable - intercompany		-			58,001,133			565,844,197			565,844,197
Fixed Assets		114,553			-			-			-
Other assets		88,998,191			23,489,277			-			-
Total assets		6,741,418,744			7,701,133,028			921,265,475			977,488,380
Liabilities not subject to compromise (Postpetition):
Accounts payable		16,270,694			-			-			-
Accrued wages and benefits		633,131			-			-			-
Other accrued liabilities		16,243,227			-			14,825			-
Minority interest		1,116,944			3,104,022			-			-
Total post-petition liabilities		34,263,996			3,104,022			14,825			-
Liabilities subject to compromise (Pre-petition):
Senior debt		4,132,421,622			4,126,545,947			-			-
Subordinated debt		1,666,464,970			1,662,295,485			-			-
Junior subordinated debt		765,674,200			752,445,436			-			-
CCB Trust Preferred		69,554,647			-			-			-
Intercompany payables		684,095,259			684,095,258			-			-
Accounts payable		4,480,720			3,941,450			-			-
Taxes payable		550,769,514			550,080,833			-			-
Payroll and benefit accruals		404,047,059			407,215,221			-			-
Other accrued liabilities		77,282,482			92,259,015			-			-
Other pre-petition liabilities		159			223			-			-
Total pre-petition liabilities		8,354,790,631			8,278,878,868			-			-
Total liabilities		8,389,054,627			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		(754,244,512	)		(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		(567,864,128	)		-			(115,070,171	)		-
Total shareholders' equity		(1,647,635,883	)		(580,849,862	)		921,250,650			977,488,380
Total liabilities and shareholder's equity		6,741,418,744			7,701,133,028			921,265,475			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 has requested post-hearing written submissions by August 10, 2011, and the Bankruptcy Court is scheduled to hear oral closing arguments on August 24, 2011.  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:  Tentative Settlement with Significant Creditors and Equity Committee

On May 24, 2011, WMI announced that it has reached a tentative settlement agreement with the Creditors’ Committee, certain significant creditors and the Official Committee of Equity Security Interest Holders (the “Equity Committee”) to resolve issues raised by the Equity Committee with respect to the Modified Plan.  Efforts to finally resolve certain open issues with respect to such settlement proved unsuccessful and, on June 14, 2011, negotiations between the Debtors, the Equity Committee and other parties-in-interest were suspended.

Note 3:  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 4:  Restricted Cash and Cash Equivalents

WMI’s restricted cash and cash equivalents of $85 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 $1 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 5:  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 6:  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 7:  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 June 30, 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 8:  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.

June 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			18,541.00		-		37,096.00		(37,082.00	)		18,555.00										-
FICA -- Employee			2,022.52		-		4,048.24		(4,045.05	)		2,025.71										-
FICA -- Employer			1,420.97		4,717.40		-		(4,713.10	)		1,425.27										-
Unemployment			31.62		-		-		-			31.62										-
Income	*		-		-		-		-			-										-
Other			-		-		-		-			-										-
Total Federal			22,016.11		4,717.40		41,144.24		(45,840.15	)		22,037.60		-		-		-		-		-
State and Local
CA Withholding			-		-		-		-			-
CA Disability			-		-		-		-			-
CA Unemployment			-		-		-		-			-
CA Employment Training Tax			-		-		-		-			-
WA Withholding	n/a		-		-		-		-			-
WA Disability			604.74		185.47		120.52		-			910.73
WA Unemployment			691.75		37.98		-		-			729.73
Sales/Use	**		-		-		-		-			-
Real Property	n/a		-		-		-		-			-
Personal Property	n/a		-		-				-			-
Other			-		-		-		-			-
			-									-
Total State and Local			1,296.49		223.45		120.52		-			1,640.46		-		-		-		-		-
Total Taxes			23,312.60		4,940.85		41,264.76		(45,840.15	)		23,678.06		-		-		-		-		-

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 June.

I attest that all tax returns have been filed in accordance with  federal / state / county / city requirements for the above period.

/s/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 6/1/2011 through 6/30/2011

Property Tax Filings:
No property tax returns were filed during the period 6/1/2011 through 6/30/2011.
Sales/Use Tax Filings:
No sales/use tax returns were filed during the period 6/1/2011 through 6/30/2011.
Payroll Tax Filings:
Entity	Jurisdiction	Filing Description	Due Date	Date Filed
WMI	IRS (Federal)	Withholding summary of deposits and filings (semi-monthly)	6/03/2011	6/03/2011
WMI	IRS (Federal)	Withholding summary of deposits and filings (semi-monthly)	6/22/2011	6/22/2011
WMI	Colorado	Income withholding tax return (monthly)	6/15/2011	6/06/2011
WMI	Idaho	Withholding report (monthly)	6/20/2011	6/06/2011
Corporate Income Tax/Franchise Tax/Gross Receipts Tax Filings:
Entity	Jurisdiction	Filing Description	Due Date	Date Filed
WMI	Washington	Business and occupation tax return	6/25/2011	6/24/2011

	Case No. 08-12229 (MFW)
Washington Mutual, Inc., et al
MOR-4: Post Petition Accounts Payable Aging by Vendor
As of  June 30, 2011

Washington Mutual, Inc.
Vendor	Current *			31 - 60		61- 90	91 and Over		Total
Akin Gump Strauss Hauer & Feld LLP	$	1,124,803.30	$	-	$	-	$	-	$	1,124,803.30
Ashby & Geddes, P.A.		234,665.82		-		-		-		234,665.82
Bingham McCutchen LLP / McKee Nelson LLP		2,481.60		-		-		-		2,481.60
Blackstone Advisory Partners LLP		272,311.60		-		-		-		272,311.60
BMC Group VDR, LLC		400,000.00		-		-		-		400,000.00
Davis Wright Tremaine LLP		9,413.20		-		-		-		9,413.20
Elliott Greenleaf		44,416.07		-		-		-		44,416.07
Ernst & Young LLP		39,859.00		-		-		-		39,859.00
FTI Consulting, Inc.		249,851.72		-		-		-		249,851.72
Gibson, Dunn & Crutcher LLP		36,123.38		-		-		-		36,123.38
Law Debenture Trust Company of New York		1,171,831.81		-		-		-		1,171,831.81
Mellon Investor Services, LLC		3,055.50		-		-		-		3,055.50
Miller & Chevalier		47,568.87		-		-		-		47,568.87
Pepper Hamilton LLP		22,122.20		-		-		-		22,122.20
Perkins Coie LLP		248,434.82		-		-		-		248,434.82
Peter J. Solomon Company		421,177.15		-		-		-		421,177.15
Quinn Emanuel Urquhart Oliver & Hedges		124,843.73		-		-		-		124,843.73
Richards, Layton & Finger P.A.		91,280.49		-		-		-		91,280.49
Shearman & Sterling LLP		163,980.17		-		-		-		163,980.17
Simpson Thacher & Bartlett LLP		68,262.44		-		-		-		68,262.44
Susman Godfrey LLP		201,887.32		-		-		-		201,887.32
The Bank of New York Mellon Trust Company		1,560,712.22		-		-		-		1,560,712.22
Thomson Reuters (Tax & Accounting)		5,280.09		-		-		-		5,280.09
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	$	16,270,693.73	$	-	$	-	$	-	$	16,270,693.73

NOTES

*Any holdback for professionals pursuant to orders of the Bankruptcy Court 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