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):  June 30, 2010

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:

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

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

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

[  ]   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 June 30, 2010, Washington Mutual, Inc. (the “Company”) and WMI Investment Corp. (together with the Company, the “Debtors”) filed their monthly operating report for the period May 1, 2010 to May 31, 2010 (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

2

 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; and (iii) 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 May 1, 2010 to May 31, 2010, filed with the United States Bankruptcy Court for the District of Delaware.

3

Signature(s)

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

	WASHINGTON MUTUAL, INC.
Date:  June 30, 2010	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: 05-01-10 to 05-31-10

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 bes re true and correct to the best of my knowledge and belief.

/s/ John Maciel	June 30, 2010
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.
May 2010 Monthly Operating Report -- UNAUDITED	Case No. 08-12229 (MFW)
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 - 04/30/2010	262,003,064	3,677,420,856	4,660	749,696	14,949,648	1,473,605	3,956,601,529	53,624,490	252,080	53,876,570	4,010,478,099
Receipts
Interest & investment returns	32,444	455,375	-	93	1,700	-	489,611	6,640	85,580	92,220	581,832
Tax refunds						-	-			-	-
Reimbursements/distributions from subs						-	-			-	-
Sales of assets/securities						-	-			-	-
Net proceeds from BOLI/COLI						23,209	23,209			-	23,209
Other miscellaneous receipts						150	150			-	150
Total Receipts	32,444	455,375	-	93	1,700	23,359	512,970	6,640	85,580	92,220	605,190
Transfers
Sweep to/(from) Money Market account					(10,000,000)	10,000,000	-		-	-	-
Transfer (to)/from Wells Managed Account					-	-	-		(280,000)	(280,000)	(280,000)
Total Transfers	-	-	-	-	(10,000,000)	10,000,000	-	-	(280,000)	(280,000)	(280,000)
Disbursements
Salaries and benefits						313,379	313,379	-	-	-	313,379
Travel and other expenses						25,025	25,025	-	-	-	25,025
Occupancy and supplies						77,647	77,647	-	-	-	77,647
Professional fees						5,543,285	5,543,285	-	-	-	5,543,285
Other outside services						564,171	564,171	-	-	-	564,171
Bank fees						18,675	18,675	-	-	-	18,675
US Trustee quarterly Fees						20,000	20,000	-	4,875	4,875	24,875
Directors fees						60,000	60,000	-	-	-	60,000
Taxes paid						-	-	-	-	-	-
Total Disbursements	-	-	-	-		6,622,183	6,622,183	-	4,875	4,875	6,627,058
Net Cash Flow	32,444	455,375	-	93	(9,998,300)	3,401,175	(6,109,213)	6,640	(199,295)	(192,655)	(6,301,868)
Cash - End of Month	262,035,508	3,677,876,231	4,660	749,789	4,951,348	4,874,780	3,950,492,316	53,631,130	52,785	53,683,915	4,004,176,231
GL Balance	262,035,508	3,677,876,231	4,660	749,789	4,951,348	4,874,780	3,950,492,316	53,631,130	52,785	53,683,916	4,004,176,232
Net value - short-term securities							613,314,466			221,699,534	835,013,999
Total Cash & Cash Equivalents							4,563,806,782			275,383,449	4,839,190,231

In re Washington Mutual, Inc., et al

Case No. 08-12229 (MFW)

 

May 2010 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, 9626, 9663 and 4704 (the “Excluded Accounts”). The Debtors’ standard practice is to ensure that each bank account is reconciled to monthly bank statements for each calendar month 30 days after month end.

In May 2009, JPMorgan started transitioning bank accounts from the WMB deposit platform to the JPMorgan deposit platform. Since the transition, JPMorgan has only provided the Debtors with bank account statements for certain months. The Debtors have not received bank statements for the period covered by this MOR for the Excluded Accounts. Therefore, the Debtors are unable to reconcile information related to the Excluded Accounts against a related bank statement. The Debtors have continued to record interest income on the accounts consistent with prior practice and based on an existing agreement with JPMorgan.

/s/John Maciel

John Maciel

Chief Financial Officer

Washington Mutual, Inc.

	Case No. 08-12229 (MFW)
Washington Mutual, Inc., et al
MOR-1B: Schedule of Professional Fees Paid
Month Ended May 31, 2010

Washington Mutual, Inc.

		Check		Amount Paid - May'10				Amount Paid CTD
Payee	Period Covered	Number	Date	Fees		Expense		Fees		Expense
Akin, Gump, Strauss, Hauer & Feld LLP	03/01/10 - 03/31/10	Wire	05/28/10	$	842,380.00	$	17,408.05	$	11,136,061.23	$	322,974.52
Alvarez & Marsal	04/01/10 - 04/30/10	Wire	05/27/10		1,830,221.75		85,450.51		37,950,190.24		1,815,639.00
Ashby & Geddes, P.A.	03/01/10 - 03/31/10	2511	05/27/10		28,859.60		3,821.80		28,859.60		3,821.80
Blackstone Advisory Partners LLP	04/09/10 - 05/31/10	Wire	05/06/10		500,000.00		-		500,000.00		-
CONSOR Intellectual Asset Management					-		-		255,318.00		3,249.00
CP Energy Group, LLC					-		-		91,347.88		159.47
Davis Wright Tremaine LLP	02/01/10 - 02/28/10	2468	05/06/10		5,808.40		10.95		681,936.90		24,510.45
Elliott Greenleaf					-		-		579,917.25		32,756.45
FTI Consulting, Inc.	02/01/10 - 03/31/10	Wires	05/06/10, 05/20/10		384,912.00		969.38		4,708,650.30		36,826.28
Gibson, Dunn & Crutcher LLP					-		-		680,607.25		12,423.11
Grant Thornton	03/01/10 - 03/31/10	2517	05/27/10		13,547.60		1,664.72		427,981.00		36,836.68
Joele Frank, Wilkinson Brimmer Katcher	04/01/10 - 04/30/10	2490	05/13/10		8,362.50		1,946.18		164,535.63		14,096.94
John W. Wolfe, P.S.	03/01/10 - 03/31/10	Wire	05/27/10		178,516.60		346.44		1,719,641.50		2,591.63
Kurtzman Carson Consultants LLC	04/01/10 - 04/30/10	Wire	05/27/10		87,127.88		269,278.87		1,690,591.07		413,624.03
McKee Nelson LLP / Bingham McCutchen LLP	03/01/10 - 03/31/10	Wire	05/27/10		203,689.40		35,429.09		2,434,593.43		203,648.74
Miller & Chevalier Chartered					-		-		460,846.96		1,084.87
Milliman					-		-		29,697.49		-
Pepper Hamilton LLP	03/01/10 - 03/31/10	Wire	05/27/10		97,234.80		4,467.45		1,936,399.53		95,144.70
Perkins Coie LLP					-		-		1,589,837.54		71,816.76
PricewaterhouseCoopers LLP					-		-		2,061,829.00		184,532.35
Quinn Emanuel Urquhart Oliver & Hedges	02/01/10 - 02/28/10	Wire	05/27/10		581,294.40		24,003.28		8,498,134.90		262,142.54
Richards, Layton & Finger P.A.	03/01/10 - 03/31/10	Wire	05/27/10		54,456.80		6,206.76		522,334.60		58,569.69
Shearman & Sterling LLP	03/01/10 - 03/31/10	2497	05/13/10		44,721.60		20.94		989,823.56		18,919.55
Silverstein & Pomerantz, LLP					-		-		14,826.00		77.53
Simpson Thacher & Bartlett LLP	02/01/10 - 02/28/10	2477	05/06/10		4,127.60		-		459,603.85		11,045.33
Towers Watson Pennsylvania Inc.	03/01/10 - 05/31/10	Wire	05/06/10		227,000.00		-		354,901.43		-
Venable LLP					-		-		184,473.96		-
Weil, Gotshal & Manges LLP					-		-		18,939,325.90		456,149.30
Total				$	5,092,260.93	$	451,024.42	$	99,092,266.00	$	4,082,640.72

WMI Investment Corp.

		Check		Amount Paid - May'10				Amount Paid CTD
Payee	Period Covered	Number	Date	Fees		Expense		Fees		Expense
CP Energy Group, LLC					-		-		22,000.00		42.77
Goldman, Sachs & Co.					-		-		300,000.00		-
Total				$	-	$	-	$	322,000.00	$	42.77

Washington Mutual, Inc., et al.	Case No. 08-12229 (MFW)
May 2010 Monthly Operating Report -- UNAUDITED
MOR 2 Statement of Operations for the period 05/1/10 to 05/31/10

	Washington Mutual, Inc.		WMI Investment Corp.
	May 2010	Cumulative to Date	May 2010	Cumulative to Date
Revenues:
Interest income:
Cash equivalents	644,102	15,117,289	39,013	793,538
Securities	241,573	5,215,240	-	2,976,201
Notes receivable - intercompany	46,916	1,356,412	-	1
Other	150	1,031,416	-	-
Total interest income	932,740	22,720,357	39,013	3,769,740
Earnings (losses) from subsidiaries and other equity investments	2,446,682	(177,811,890)	(41,563)	(5,537,715)
Gains (losses) from securities / investments	(10,106)	(10,053,823)	-	(112,260,368)
Other income	339,270	3,790,513	-	(0)
Total revenues	3,708,586	(161,354,843)	(2,550)	(114,028,343)
Operating expenses:
Compensation and benefits	434,759	8,673,813	-	-
Occupancy and equipment	76,474	1,811,835	-	-
Professional fees	671,477	11,923,137	-	148
Loss / (Income) from BOLI/COLI policies	(107,619)	(7,768,897)	-	-
Management fees / Transition services	30,000	2,300,014	-	-
Insurance	187,500	16,291,704	-	-
Other	292,624	2,860,370	14,446	509,627
Total operating expenses	1,585,214	36,091,976	14,446	509,775
Net profit (loss) before other income and expenses	2,123,373	(197,446,819)	(16,996)	(114,538,118)
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	2,123,373	(142,418,819)	(16,996)	(114,538,118)
Reorganization items:
Professional fees	9,594,932	112,392,705	-	322,043
Claims Adjustments	-	24,336,509	-	-
US Trustee quarterly fees	-	143,000	-	11,375
Gains (losses) from sale of assets	-	-	-	-
Other reorganization expenses	118,646	9,368,244	-	-
Total reorganization items	9,713,577	146,240,458	-	333,418
Net profit (loss) before income taxes	(7,590,205)	(288,659,277)	(16,996)	(114,871,536)
Income taxes	-	4,050	-	-
Net profit (loss)	(7,590,205)	(288,663,327)	(16,996)	(114,871,536)
Income tax rate	0.0%	0.0%	0.0%	0.0%

Washington Mutual, Inc., et al.	Case No. 08-12229 (MFW)
May 2010 Monthly Operating Report -- UNAUDITED
MOR 3 Balance Sheet as of 05/31/2010 and 9/26/2008

	Washington Mutual, Inc.		WMI Investment Corp.
	5/31/2010	9/26/08	5/31/2010	9/26/08
Assets:
Unrestricted cash and cash equivalents	4,563,806,782	4,018,083,009	275,383,449	52,974,376
Restricted cash and cash equivalents	96,300,942	145,668,884	-	-
Investment securities	66,947,599	59,688,627	-	266,444,881
Accrued interest receivable	836,582	413,253	4,496	4,084,658
Income tax receivable	475,913,725	742,680,150	22,187,560	22,187,560
Prepaid expenses	2,634,018	11,311,510	-	-
Cash surrender value of BOLI/COLI	44,448,443	84,039,738	-	-
Funded Pension	39,173,922	638,870,071	-	-
Other investments	-	23,668,909	58,044,407	65,952,708
Investment in subsidiaries	1,486,609,273	1,895,218,467	-	-
Notes receivable - intercompany	12,746,534	58,001,133	565,844,197	565,844,197
Fixed Assets	75,884	-	-	-
Other assets	96,876,515	23,489,277	-	-
Total assets	6,886,370,219	7,701,133,028	921,464,110	977,488,380
Liabilities not subject to compromise (Postpetition):
Accounts payable	5,724,703	-	-	-
Accrued wages and benefits	673,940	-	-	-
Other accrued liabilities	16,343,260	-	14,825	-
Minority interest	1,113,847	3,104,022	-	-
Total post-petition liabilities	23,855,750	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
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	386,864,900	407,215,221	-	-
Other accrued liabilities	76,325,795	92,259,015	-	-
Other pre-petition liabilities	198	223	-	-
Total pre-petition liabilities	8,267,097,177	8,278,878,868	-	-
Total liabilities	8,290,952,927	8,281,982,890	14,825	-
Shareholders' equity:
Preferred stock	3,392,341,954	3,392,341,953	-	-
Common stock	12,988,753,556	12,988,753,556	1,000,000,000	1,000,000,000
Other comprehensive income	(754,822,924)	(222,770,180)	22,187,560	(36,644,880)
Retained earnings - pre-petition	(16,742,191,966)	(16,739,175,191)	14,133,260	14,133,260
Retained earnings - post-petition	(288,663,327)	-	(114,871,536)	-
Total shareholders' equity	(1,404,582,708)	(580,849,862)	921,449,285	977,488,380
Total liabilities and shareholder's equity	6,886,370,219	7,701,133,028	921,464,110	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.

Most recently, on June 14, 2010, the Debtors filed their Fourth Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the Bankruptcy Code [D.I. 4688] (the “Plan”) and related Disclosure Statement [D.I. 4689] (the “Disclosure Statement”) with the Bankruptcy Court. The Plan is premised upon implementation of a Settlement Agreement (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 significant creditor constituencies.

The Settlement Agreement is an integral part of the Plan and is subject to final confirmation of the 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 Settlement Agreement.

The foregoing notwithstanding, aspects of the Plan are referred to in the Notes to MOR 2 and MOR 3 herein; however, users of this monthly operating report should refer to the Plan, Disclosure Statement, Settlement Agreement and related documents directly for complete information.

Note 2: Washington Mutual Preferred Funding

On September 25, 2008, the Office of Thrift Supervision concluded that an “Exchange Event” had occurred with respect to the following securities (the “Securities”):

·   Washington Mutual Preferred Funding Trust I Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities (to be exchanged into depositary shares representing Series I Perpetual Non-Cumulative Fixed-to-Floating Rate Preferred Stock of WMI);

·   Washington Mutual Preferred (Cayman) I Ltd. 7.25% Perpetual Non-cumulative Preferred Securities, Series A-1 (to be exchanged into depositary shares representing Series J Perpetual Non-Cumulative Fixed Rate Preferred Stock of Washington Mutual, Inc. (“WMI”));

·   Washington Mutual Preferred (Cayman) I Ltd. 7.25% Perpetual Non-cumulative Preferred Securities, Series A-2 (to be exchanged into depositary shares representing Series J Perpetual Non-Cumulative Fixed Rate Preferred Stock of WMI);

·   Washington Mutual Preferred Funding Trust II Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities (to be exchanged into depositary shares representing Series L Perpetual Non-Cumulative Fixed Rate Preferred Stock of WMI);

·   Washington Mutual Preferred Funding Trust III Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities (to be exchanged into depositary shares representing Series M Perpetual Non-Cumulative Fixed Rate Preferred Stock of WMI); and

·   Washington Mutual Preferred Funding Trust IV Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities (to be exchanged into depositary shares representing Series N Perpetual Non-Cumulative Fixed-to-Floating Rate Preferred Stock of WMI).

In accordance with the terms of the documents governing the Securities, the Conditional Exchange (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.

WMI and its advisors currently are assessing a number of legal, accounting and tax issues related to the Securities and the transactions related to the Conditional Exchange. Because of these unresolved issues, WMI has not yet reflected the Conditional Exchange and/or its attendant transactions on its financial statements, 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 Settlement Agreement, upon consummation of the Plan, WMI and relevant third parties will complete the Conditional Exchange.

Note 3: Restricted Cash and Cash Equivalents

WMI’s restricted cash and cash equivalents of $96 million includes $36 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 $7 million held as part of a Rabbi Trust.

Pursuant to the terms of the Settlement Agreement, upon consummation of the Plan, WMI will take possession of the $53 million deposit account pledged as collateral for prepetition intercompany transactions with WMB, free and clear of any interest or liens asserted by JPMorgan.

Note 4: Investment in Subsidiaries

WMI’s investment in subsidiaries represents the book value of WMI’s subsidiaries, including WMI Investment. This balance does not represent the market value of these entities.

WMI subsidiaries hold unsecured notes receivable from WMB or JPMorgan, as the case may be, totaling approximately $180 million.

Pursuant to the terms of the Settlement Agreement, upon consummation of the Plan, JPMorgan will repay with interest the unsecured notes receivable to WMI subsidiaries.

Note 5: Funded Pension

The funded pension balance reflects the (1) the market value of assets as of December 2, 2008 less (2) the November 2008 actuarial estimated settlement value of September 25, 2008 liabilities. The value does not reflect any recent changes in market values, interest rate assumptions and the participants since November 2008 which could materially affect the results.

Pursuant to the terms of the Settlement Agreement, upon consummation of the Plan, WMI will transfer sponsorship of the pension plan to JPMorgan, including certain related assets, and JPMorgan will assume the pension plan liabilities.

Note 6: Taxes

The tax asset and liability balances are recorded consistent with WMI’s historical accounting practices as of the Petition Date and adjusted for refunds collected. Generally, tax related claims and payables are recorded on WMI’s books and records on a consolidated basis with the other members of the consolidated tax group and have not been adjusted for any potential claims against these assets. The current recorded balances do not reflect all expected refunds or payments as these amounts are currently being reviewed. The current estimate for the total expected refunds, net of potential payments, is in the range of approximately $2.7 - $3.0 billion (including interest but excluding tax refunds attributable to the Act, as described below). Various parties claim ownership rights to these refunds. As set forth in the Settlement Agreement, upon consummation of the Plan, WMI and JPMorgan will split the above-referenced net tax refunds 20%/80%, respectively (once received). Further, since the Petition Date, WMI has received approximately $250 million in tax refunds. These refunds are subject to the same allocation as referenced above.

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 currently estimates an additional expected tax refund attributable to the Act of approximately $2.8 billion, including interest, as to which there are competing claims of ownership. As set forth in the Settlement Agreement, upon consummation of the Plan, WMI and the FDIC will split the tax refunds attributable to the Act (and actually received) 65.178%/34.822%, respectively. Pursuant to the terms of the Plan and the Settlement Agreement, if the Class of Non-Subordinated Bank Bondholder Claims (as defined in the Plan) votes to accept the Plan, then, such claims will be deemed allowed against the Debtors and will receive 5.357% of refunds attributable to the Act, subject to a cap of $150 million. If the Class of Non-Subordinated Bank Bondholder Claims votes to reject the Plan, then the Debtors will distribute amounts for such claims to the extent they are determined to be allowed by the Bankruptcy Court against the Debtors.

No provision or benefit from income taxes has been recorded as the NOLs are expected to be sufficient to offset income during the reported period. Income tax expense contains minimum taxes paid in certain states.

Note 7: Liabilities Subject to Compromise (Pre-Petition) – Payroll and Benefit Accruals

WMI’s pre-petition payroll and benefit accruals include balances reflecting WMI’s historic accounting policies related to pension accounting. Prior to the Petition Date, WMI recorded a $274 million liability in respect of such accruals and WMB recorded a $274 million asset, which amounts were netted out and eliminated on a consolidated basis. Neither balance was reported as an intercompany balance. WMI is analyzing these accounting entries and treatment within the context of its bankruptcy proceedings.

As set forth in the Settlement Agreement, upon consummation of the Plan, any potential liability related to this pension accounting will be waived.

Washington Mutual, Inc. / WMI Investment Corp.

May 2010 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		26,447.00	-	52,741.00	(52,752.00)	26,436.00					-
FICA -- Employee		4,071.26	-	8,113.57	(8,117.32)	4,067.51					-
FICA -- Employer		4,071.26	8,113.57	-	(8,117.32)	4,067.51					-
Unemployment		-	-	-	-	-					-
Income	*	-	-	-	-	-					-
Other		-	-	-	-	-					-
Total Federal		34,589.52	8,113.57	60,854.57	(68,986.64)	34,571.02	-	-	-	-	-
State and Local
WA Withholding	n/a	-	-	-	-	-
WA Disability		395.79	219.91	157.39	-	773.09
WA Unemployment		1,066.96	431.37	-	-	1,498.33
Sales/Use	**	-	-	-	-	-
Real Property	n/a	-	-	-	-	-
Personal Property	n/a	-	-	-	-	-
Other		928.39	1,039.18	-	-	1,967.57
		-				-
Total State and Local		2,391.14	1,690.46	157.39	-	4,238.99	-	-	-	-	-
Total Taxes		36,980.66	9,804.03	61,011.96	(68,986.64)	38,810.01	-	-	-	-	-

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 May
I attest that all tax returns have been filed in accordance with  federal / state / county / city requirements for the above period.
/s/  John Maciel
John Maciel
Chief Financial Officer
Washington Mutual, Inc., et al

Washington Mutual, Inc. and WMI Investment Corp.

Tax Return Filings

For the Period 5/1/2010 through 5/31/2010

Property Tax Filings:
No property tax returns were filed during the period 5/1/2010 through 5/31/2010.
Sales/Use Tax Filings:
No sales/use tax returns were filed during the period 5/1/2010 through 5/31/2010.
Payroll Tax Filings:
Entity	Jurisdiction	Filing Description	Due Date	Date Filed
WMI	IRS (Federal)	Withholding summary of deposits and filings (semi-weekly)	5/05/2010	5/05/2010
WMI	IRS (Federal)	Withholding summary of deposits and filings (semi-weekly)	5/19/2010	5/19/2010
Corporate Income Tax/Franchise Tax/Gross Receipts Tax Filings:
Entity	Jurisdiction	Filing Description	Due Date	Date Filed

	Case No. 08-12229 (MFW)
Washington Mutual, Inc., et al
MOR-4: Post Petition Accounts Payable Aging by Vendor
As of May 31, 2010

Washington Mutual, Inc.
Vendor	Current *		31 - 60		61- 90		91 and Over		Total
Adams, Marla	$	525.00	$	-	$	-	$	-	$	525.00
Akin, Gump, Strauss, Hauer & Feld LLP		954,345.32		-		-		-		954,345.32
Ashby & Geddes, P.A.		7,214.90		-		-		-		7,214.90
Bingham McCutchen LLP / McKee Nelson LLP		166,354.24		-		-		-		166,354.24
Blackstone Advisory Partners LLP		850,000.00		-		-		-		850,000.00
Davis Wright Tremaine LLP		1,452.10		-		-		-		1,452.10
Elliott Greenleaf		70,060.09		-		-		-		70,060.09
FedEx		98.39		-		-		-		98.39
FTI Consulting, Inc.		239,873.70		-		-		-		239,873.70
Grant Thornton		21,651.00		-		-		-		21,651.00
Integreon Discovery Solutions DC		102,410.32		-		-		-		102,410.32
John W. Wolfe, P.S.		321,465.98		-		-		-		321,465.98
King County Bar Association		393.25		-		-		-		393.25
Mark Monitor, Inc.		3,377.95		-		-		-		3,377.95
Mellon Investor Services, LLC		6,526.59		-		-		-		6,526.59
Miller & Chevalier Chartered		151,906.04		-		-		-		151,906.04
Milliman		2,315.00		-		-		-		2,315.00
NYSE Market, Inc.		381.75		-		-		-		381.75
Pepper Hamilton LLP		66,957.40		-		-		-		66,957.40
Perkins Coie LLP		42,523.62		-		-		-		42,523.62
Pitney Bowes Inc.		429.24		-		-		-		429.24
PricewaterhouseCoopers LLP		5,081.00		-		-		-		5,081.00
Puget Sound Beverage Service		214.00		-		-		-		214.00
Quinn Emanuel Urquhart Oliver & Hedges		145,323.60		-		-		-		145,323.60
Richards, Layton & Finger P.A.		20,706.60		-		-		-		20,706.60
Robert Half Technology		4,098.14		-		-		-		4,098.14
Shearman & Sterling LLP		31,349.90		-		-		-		31,349.90
Silverstein & Pomerantz, LLP		3,706.50		-		-		-		3,706.50
Simpson Thacher & Bartlett LLP		23,497.58		-		-		-		23,497.58
Weil, Gotshal & Manges LLP		2,480,464.11		-		-		-		2,480,464.11
Total	$	5,724,703.31	$	-	$	-	$	-	$	5,724,703.31

NOTES

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

DEBTOR QUESTIONNAIRE

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