April 16, 2012 Charles E. Smith General Counsel Washington

Transcription

Docket #10076 Date Filed: 4/19/2012
100 Pine Street, Suite 900 w San Francisco, CA 94111 w Phone: 415.490.2300 w Fax: 415.837.1684
April 16, 2012
Charles E. Smith
General Counsel
Washington Mutual, Inc.
1201 Third Avenue, Suite 3000
Seattle, WA 98101
Dear Chad:
Please find attached Alvarez & Marsal's invoice for professional services rendered to
Washington Mutual, Inc. for the period March 1 - March 19, 2012. Per the terms
of our engagement letter, payment is due upon receipt.
Please let me know if you have any questions regarding this invoice. We appreciate
the opportunity to be of service to you.
Sincerely,
Bill Kosturos
Atlanta w Chicago w Dallas w Houston w Los Angeles w New York w Phoenix w San Francisco
London w Paris w Hong Kong
¨0¤q6=,$3
#Y«
0812229120419000000000003
April 16, 2012
Charles E. Smith
General Counsel
Seattle, WA 98101
INVOICE #:
83432 - 42
SPECIAL SERVICES RENDERED
By Alvarez & Marsal
Total
Fees:
3/1 - 3/19/2012
Restructuring
GFD (Litigation)
Insurance
Tax (Federal, State & Local)
Tax (Compliance)
Tax (Pension Plan & Benefits)
Total Fees:
$
715,168.75
11,675.00
3,475.00
167,262.00
27,695.50
144,965.00
$ 1,070,241.25
Out-of-Pocket Expenses:
$
TOTAL DUE:
38,187.31
$ 1,108,428.56
Note:
Detail by person provided on separate pages.
Atlanta w Austin w Chicago w Dallas w Houston w Los Angeles w New York w Phoenix w San Francisco
London w Paris w Hong Kong
Expense Detail
Period Covering
3/1 - 3/19/2012
Airfare
$
13,740.01
Ground Transportation
5,440.72
Meals
4,754.13
Hotel
13,996.17
Telecom
218.45
Miscellaneous
Total Out-of-Pocket Expenses
37.84
$
38,187.31
April 16, 2012
Charles E. Smith
General Counsel
Seattle, WA 98101
INVOICE #:
83432 - 42
By Alvarez & Marsal
Hours
Fees:
Rate
Total
3/1 - 3/19/2012
Restructuring
Kosturos
Maciel
Goulding
Jain
Fisher
Truong
Hunt
Dwyer
93.50
193.80
153.00
165.50
177.90
182.75
176.50
144.80
$
795
650
635
560
560
495
420
420
$
$
74,332.50
125,970.00
97,155.00
92,680.00
99,624.00
90,461.25
74,130.00
60,816.00
715,168.75
Washington Mutual, Inc. (83432)
Time Summary
Kosturos
Restructuring
Day
Date
Time
Thu
Fri
Mon
Tue
Wed
Thu
Fri
Mon
Tue
Wed
3/1/2012
3/2/2012
3/5/2012
3/6/2012
3/7/2012
3/8/2012
3/9/2012
3/12/2012
3/13/2012
3/14/2012
2.50
1.50
7.50
7.50
8.50
8.50
5.50
5.50
6.50
7.50
Thu
Fri
Sat
Sun
Mon
3/15/2012
3/16/2012
3/17/2012
3/18/2012
3/19/2012
5.50
7.50
6.50
4.50
8.50
93.50
Rate
$
795
795
795
795
795
795
795
795
795
795
795
795
795
795
795
Billings
$
Description
1,987.50
1,192.50
5,962.50
5,962.50
6,757.50
6,757.50
4,372.50
4,372.50
5,167.50
5,962.50
4,372.50
5,962.50
5,167.50
3,577.50
6,757.50
74,332.50
Review of legal documentation to go effective, discussion with counsel, D&O issues
Review of closing items, calls with counsel
D&O insurance issues, effective date issues, calls with counsel
D&O insurance issues, effective date issues, calls with counsel, MBS issues
WMI reorg issues, SEC reporting issues, D&O insurance issues, effective date issues
WMI reorg issues, SEC reporting issues, D&O insurance issues, effective date issues
Call with liquidation trust board, call with UCC, effective date issues
Review of WMI reorg issues, SEC presentation, effective date issues, calls with counsel
Review of WMI reorg issues, SEC presentation, effective date issues, calls with counsel, payment mechanics
Meeting with TAB board members, signing closing documents, calls and meetings with counsel, effective
date issues
SEC issues, effective date issues, calls with counsel
Call with TAB, signing final documents, effective date issues, SEC issues
Call with counsel, review of wmi reorg work plan, effective date issues, TAB board issues
Review closing date documentation and issue resolution
Calls with counsel, review of effective date issues, signing final documents
Confidential Draft - Subject to Change
Time Summary
Maciel
Restructuring
Day
Date
Time
Thu
3/1/2012
13.60
Fri
Mon
3/2/2012
3/5/2012
5.80
13.50
650
650
3,770.00
8,775.00
Tue
3/6/2012
14.80
650
9,620.00
Wed
3/7/2012
16.90
650
10,985.00
Thu
3/8/2012
14.40
650
9,360.00
Fri
3/9/2012
12.90
650
8,385.00
Sat
Sun
Mon
3/10/2012
3/11/2012
3/12/2012
3.80
5.40
17.10
650
650
650
2,470.00
3,510.00
11,115.00
Tue
3/13/2012
12.90
650
8,385.00
Wed
3/14/2012
16.10
650
10,465.00
Thu
3/15/2012
9.70
650
6,305.00
Fri
3/16/2012
13.80
650
8,970.00
Sat
Sun
Mon
3/17/2012
3/18/2012
3/19/2012
6.30
4.80
12.00
650
650
650
4,095.00
3,120.00
7,800.00
193.80
Rate
$
650
Billings
$
Description
8,840.00
Projected Effective date balance sheet and GSA adjustments. Final MOR footnotes. File January
MOR. Accounting policy Memo. Fresh start analysis.
Opening balance prototypes. Staff Bulletin 2 research. Preparation for SEC discussions.
Worked on Opening Balance Sheet prototype. Preparing for effective date issues. Research on Fresh
Start presentations
Finance and effective date task list. D&O underwriter calls, preparation and follow up. Worked on
Opening Balance prototype. Audit proposals. Processed comments on Fresh start memo. SEC
presentation planning
D&O underwriter calls. MBS claims call. Disputed claims reserve reconciliation. SEC presentation
draft. Update the opening balance sheet prototype.
SEC presentation draft and review with Weil. Effective Date planning. Review of Fresh start and
opening balance sheet draft with E&Y and other parties
SEC presentation draft and review with Weil. Followed up on tax issues facing Liquidating Trust.
Reviewed Fresh start issues with potential auditors.
Process latest round of comments for SEC presentation. Changes to Opening balance sheet
prototype.
Process
latest round of comments for SEC presentation. Go over questions with counsel.
Collect comments from constituencies and process comments for SEC. Meet with EY on review of
docs and exhibits. Effective list planning. SEC meeting planning
Review SEC/Bankruptcy examples in preparation for meeting. Effective date tasklist. February close.
Claims objections review.
Prepare for SEC. Effective date checklist items. Claims review and resolution. Distribution and Pay
day 1 models review and reconciliation. Financing agreement waivers.
Distribution model and Pay Day 1 claims follow up. Financing agreement waiver. Prepare for SEC
presentation. Effective Date checklist.
SEC Presentation and Follow up. Flow of funds and distribution model review. Prepare and follow up
for board meetings. Prepare for Monday effective date. Disputed claims reserve operations. Planning
Effective date checklist meeting. First month work plan. Flow of funds reconciliation.
Effective date planning. Review of engagement letters and planning for board meeting. TSA review
Effective date execution. Engagement letters and TSA review Preparation for initial board meeting.
Distribution date preparation. February Close
125,970.00
Time Summary
Goulding
Restructuring
Day
Date
Time
Thu
3/1/2012
10.50
Fri
Mon
3/2/2012
3/5/2012
6.20
11.90
635
635
3,937.00
7,556.50
Tue
3/6/2012
12.80
635
8,128.00
Wed
Thu
Fri
3/7/2012
3/8/2012
3/9/2012
11.20
8.50
8.80
635
635
635
7,112.00
5,397.50
5,588.00
Sat
Sun
Mon
3/10/2012
3/11/2012
3/12/2012
1.30
1.10
13.00
635
635
635
825.50
698.50
8,255.00
Tue
3/13/2012
12.80
635
8,128.00
Wed
3/14/2012
15.50
635
9,842.50
Thu
3/15/2012
10.50
635
6,667.50
Fri
3/16/2012
9.10
635
5,778.50
Sat
Sun
Mon
3/17/2012
3/18/2012
3/19/2012
2.80
4.60
12.40
635
635
635
1,778.00
2,921.00
7,874.00
153.00
Rate
$
635
Billings
$
Description
6,667.50
Stock cancellation and exchange mechanics; discussion with JPMC on GSA coordination; Edited
and updated the Effective Date checklist; updated the master flow of funds
Updated GSA flow of funds; Edited and updated effective date checklist and determined next steps
Review of Effective Date Checklist with the team; JPMC coordination call; updated GSA flow of
funds; discussion of payment mechanisms with KCC and trustees
Team review of effective date checklist; call regarding the D&O insurance for the LT; subsidiary
unwind discussions; edited GSA flow of funds; determined next steps for effective date
Call to discuss remaining claims; discussion of next steps on Effective Date checklist;
Call regarding Effective Date issues; Coordination call with JPMC;
Discussion related to engagement letters for the LT and Reorg WMI; Discussion of Effective Date
items; Conference Call with FTI/Akin and proposed TAB members; Runoff Notes discussions;
Review of checklist and discussion of next steps on pension plan transfer
Review of Effective Date Checklist and organized next steps
Review of Effective Date Checklist and organized next steps
Updated Effective Date Checklist; worked on getting backstop positions moved; prepared for the
effective date; reviewed pay day one file
Reviewed cash flow from last week; Status meeting on Effective Date checklist; discussions with
banks on effective date restructure; Edited master flow of funds
Worked on moving backstop positions; Continued to edit flow of funds; detailed review of
distribution model; prepared for the Effective Date
Discussion of Effective Date timing; status meeting on Effective Date checklist; discussions in
preparation for the SEC meeting; discussions with banks regarding flow of funds
Reviewed and updated master flow of funds for Monday Effective Date; reviewed distribution model
and election model; prepared for Effective Date
Status call on remaining open items for the Effective Date; review of distribution models
Follow up call on remaining open items for the Effective Date; review of distribution models
Calls and discussions related to the Effective Date; coordinated flow of funds and assisted with
transfer of securities
97,155.00
Time Summary
Jain
Restructuring
Day
Date
Time
Thu
3/1/2012
6.50
Fri
3/2/2012
6.00
560
3,360.00
Sun
Mon
3/4/2012
3/5/2012
2.00
13.50
560
560
1,120.00
7,560.00
Tue
3/6/2012
13.00
560
7,280.00
Wed
3/7/2012
14.00
560
7,840.00
Thu
3/8/2012
10.50
560
5,880.00
Fri
3/9/2012
7.00
560
3,920.00
Sat
Sun
3/10/2012
3/11/2012
3.00
14.00
560
560
1,680.00
7,840.00
Mon
3/12/2012
16.50
560
9,240.00
Tue
3/13/2012
16.00
560
8,960.00
Wed
3/14/2012
10.50
560
5,880.00
Thu
3/15/2012
13.00
560
7,280.00
Sat
Sun
Mon
3/17/2012
3/18/2012
3/19/2012
3.50
4.00
12.50
560
560
560
1,960.00
2,240.00
7,000.00
165.50
Rate
$
560
Billings
$
Description
3,640.00
Class 2 distribution mechanics discussion with indenture trustee; Subsidiary unwind planning; Stock
election and exchange mechanics.
Runoff note valuation methodology review; Distribution model and walk through; Disputed equity
claim review.
Subsidiary unwind planning; Dime warrant preliminary election review.
Subsidiary presentation update; WMI Effective Date checklist discussion; Conditional exchange
call; Broker D&O preparation call; Weekly tax call; Indenture Trustee file format discussion.
Weekly finance meeting; Liquidating Trust D&O discussion; Draft disclosure package walk through;
WMI Day 1 distributions review; Aon discussion; Employee tax withholding file review.
WMI Day 1 distributions discussion; LT Tax manual walk through; KCC W-8 / W-9 status catch-up
call; Disbursement agent discussion and account setup; Shareholder conversion analysis.
Shareholder conversion analysis; Election model mechanics; Class 16 distribution mechanics; VRC
valuation discussion; Transfer agent share exchange mechanics; Call to discuss disputed equity
claims.
Subunwind refresh; Runoff note direct holder discussion; D&O policy update and outstanding items
list; Shareholder conversion analysis.
Shareholder conversion analysis; Disputed equity claims review; Disclosure edits.
WMI Holdings Corp. general discussions; WMI distributions; Pay day one file; Reorg D&O follow-up;
Disputed equity reserve; Runoff note closing mechanics; Runoff note direct holder issues
discussion.
Runoff
note closing mechanics; Weekly finance meeting; Effective date checklist run through; VRC
valuation discussion and status update; Runoff note indenture trustee discussions; Draft disclosure
package updates and review.
Shareholder conversion analysis; Election model review; Distribution model review; Draft disclosure
package updates; Effective date checklist discussion; Bank bondholder payment and next steps;
Flow of funds discussion.
Disclosure pattern package update; D&O update discussions; Transfer and exchange agreement
review; WMB bank bondholder W-8/W-9 reconciliation; Runoff note direct holder discussion.
Distribution calculation review; Flow of funds discussion; Runoff note allocation calculations; Share
conversion analysis updates; KCC check file review and edits.
Flow of funds update; Distribution file review; Payroll file review; Effective date checklist status call.
Flow of funds update; Distribution file review; Indenture trustee calculation file review.
DTC letter review regarding exchange and $/1,000 ratios; Indenture trustee discussions on timing of
payment; WMB bank bondholder reconciliation; General W-8/W-9 status updates; WMI Holdings
Corp. board meeting participation.
92,680.00
Time Summary
Fisher
Restructuring
Day
Date
Time
Thu
3/1/2012
9.80
Fri
3/2/2012
5.60
560
3,136.00
Mon
3/5/2012
11.10
560
6,216.00
Tue
3/6/2012
12.60
560
7,056.00
Wed
3/7/2012
14.90
560
8,344.00
Thu
3/8/2012
11.40
560
6,384.00
Fri
3/9/2012
10.20
560
5,712.00
Sat
Sun
Mon
3/10/2012
3/11/2012
3/12/2012
1.40
2.40
15.40
560
560
560
784.00
1,344.00
8,624.00
Tue
3/13/2012
14.70
560
8,232.00
Wed
3/14/2012
14.80
560
8,288.00
Thu
3/15/2012
10.80
560
6,048.00
Fri
3/16/2012
11.70
560
6,552.00
Sat
3/17/2012
9.10
560
5,096.00
Sun
3/18/2012
9.80
560
5,488.00
Mon
3/19/2012
12.20
560
6,832.00
177.90
Rate
$
560
Billings
$
5,488.00
Description
Call with Milliman; reorg common stock call; disputed escrow discussion; BNY follow-up; draft PacLife
update; BOLI/COLI follow-up; novation agreement discussions
Assurant accounting; VRC meeting; compile MGIC materials; tax data room access; draft TSA revisions;
PacLife follow-up
WGM update call; PMI call and follow-up; D&O discussion and call; prepare WMMRC close materials;
office sublease follow-up; review fees, discussions on UB stip
Tie out summary of terms to budget; weekly finance meeting and follow-up; carrier call; PacLife call;
research indentures; refund discussion; prepare JE; revise tasklist; revise agreements; WGM call and
follow-up
Prepare authorization and direction letter; WGM calls; reorg carrier call; revise reorg agreements; lease
calls and follow-up; prepare MI financial analysis; prepare B/C tax info
Reinsurance CR discussions; review settlement language; E&Y call; VRC call; update 4Q metrics; Wells
escrow review and follow-up; BNY discussions; technology coordination; general liability insurance followup
Milliman VOBA call; settlement follow-up; review and comment on sublease; PMI call; D&O call; draft
revisions; prep, Wells Fargo call, and follow-up; reorg technology calls
Prepare investments summary; draft variance explanations
Review/revise WMIHC summary presentation; update trend comments; finalize monthly close package
Network infrastructure feedback and call; prepare board materials and call and follow-up; BOLI
coordination with MullinTBG; revise TSA; SEC presentation discussion; prepare revisions to sublease
and assignment; general liability insurance call; prepare WMMRC to do list; calls with Marsh on transfer
approval; coordinate effective date account snapshot
Update tasklist doc; Wells account call; revise WMMRC JE; weekly finance meeting; coordinate fee
estimates; prepare DS excerpt; ELIP call; incorporate year-end adjustment; USI call; flow of funds
meeting; WGM call; coordinate WMMRC documents; prepare WMMRC projections for tax; payout and
indentures discussion; review/comment on financing agmt schedules; reconcile model and update JE
Coordinate prof fee info; revise JEs; prepare DS excerpts; MI mechanics discussions; revise PMI
analysis; flow of funds meeting; USI call; financing agmt discussion; plan review meeting; WGM call on
Wells escrow and BNY letter; transfer agent discussion; prepare IRS form; research Providian def. comp
info; review financing agmt schedules
Coordinate BOLI values; research and prepare ELIP materials; BNY call; prepare revised direction letter;
tax update request; claims update request; prepare WMMRC tax materials; review board comments;
Calls with USI; review LT gen liab policy; prepare broker letter; coordinate notary for signatures; HFA
balances discussion; flow of funds call; revise TAB presentation; finalize transfer approvals; workers
comp calls and calculations; SEC discussion update
WGM review call; incorporate comments and revise TSA; prepare allocation summary; prepare invoice
example; review RN indenture; review workplan and discussion
Calls on budget and TSA; revise and prepare materials; calls on LT assignment of sublease; review
draft; explanation call on TSA and follow-up; revise allocation calculations
Prepare TSA materials; review discussion; call with BNY; review/incorporate comments; TSA call; finalize
general liability policies; notice BOLI and HFA; PMI discussions; WMI Holdings Corp. board meeting;
revise TAB presentation
99,624.00
Time Summary
Truong
Restructuring
Day
Date
Time
Thu
3/1/2012
12.25
Fri
3/2/2012
Sun
Mon
Rate
495
$ 6,063.75
5.50
495
2,722.50
3/4/2012
3/5/2012
3.50
12.75
495
495
1,732.50
6,311.25
Tue
3/6/2012
13.25
495
6,558.75
Wed
3/7/2012
13.50
495
6,682.50
Thu
3/8/2012
15.50
495
7,672.50
Fri
3/9/2012
8.50
495
4,207.50
Sun
3/11/2012
8.50
495
4,207.50
Mon
3/12/2012
11.75
495
5,816.25
Tue
3/13/2012
15.50
495
7,672.50
Wed
3/14/2012
14.50
495
7,177.50
Thu
3/15/2012
15.50
495
7,672.50
Fri
3/16/2012
13.50
495
6,682.50
Sat
3/17/2012
4.50
495
2,227.50
Sun
Mon
3/18/2012
3/19/2012
2.50
11.75
495
495
1,237.50
5,816.25
182.75
$
Billings
Description
Update of election model; review of convenience class claims; review of trend analyses; review of
distribution model.
Preparation of variance analysis for disputed accounts; review of system adjustments; review of
JEs for month ending 2/29/12.
Review of disputed account balances; update of flow of funds; preparation of draft GSA wire
package.
Update
of flow of funds and draft GSA package; review of distribution model; preparation of
indenture trustee communications.
Review of TPS, BBH allocations; discussion w/ KCC re: TPS; update of BBH/TPS distribution
analyses; update of GSA package; update of DCR ad hoc analysis; preparation of variance analysis
for week ending 3/2/12.
Preparation of variance analysis for week ending 3/2/12; preparation of draft reconciliation for
indenture trustees; mechanics discussion w/ IT; update of election model; review of LTW elections.
Update of election model; preparation of indenture trustee communications; review of Day-1
disbursement model; review of 17A releases.
Discussion and update of election model; review of flow of funds; review of incremental LTW
ballots; review of trend analyses for month ending 2/29/12.
Runoff note closing mechanics; Runoff note direct holder issues discussion; update of flow of funds;
reconciliation of election model; update of interest accruals; preparation of DTC direction
calculations.of variance analysis for week ending 3/9/12; update of election model; review of DCR;
Preparation
update of indenture trustee reconciliation; preparation of direct holders' analysis.
Update of flow of funds; review of A/P and check float; review of BNYM reorg C/S worksheet;
update of disclosure pattern package and exhibits; update of LT website; update of election model;
discussions with indenture trustees; review of Pay Day-1 file; reconciliation to election model.
Reconciliation of cash accounts; update of flow of funds; review of shareholder analysis; update of
election model; update of professional fee accrual; mechanics discussions with indenture trustees.
Review of TPS calculations; preparation of DTC letter for TPS securities; rollforward of interest
accruals; update of disclosure pattern package; update of flow of funds.
Update of flow of funds; discussion with indenture trustees regarding interest calculations; review of
expense reserves; update of election model; review of Pay Day-1 file.
Review of pay day-1 file; build out of flow of funds reconciliations to pay day-1 file; preparation of
indenture trustee communications.
Update of indenture trustee communications; update of class reconciliation.
Update of debt interest accruals; update of indenture trustee reconciliations; preparation of election
results report by VOI; review of incoming cash account items; review of DTC letters re: CUSIPs.
90,461.25
Time Summary
Hunt
Restructuring
Day
Date
Time
Thu
3/1/2012
11.40
Fri
3/2/2012
Mon
Rate
$
Billings
420
$ 4,788.00
8.00
420
3,360.00
3/5/2012
12.10
420
5,082.00
Tue
3/6/2012
13.50
420
5,670.00
Wed
3/7/2012
15.20
420
6,384.00
Thu
3/8/2012
11.20
420
4,704.00
Fri
3/9/2012
9.60
420
4,032.00
Mon
3/12/2012
13.60
420
5,712.00
Tue
3/13/2012
17.10
420
7,182.00
Wed
3/14/2012
17.30
420
7,266.00
Thu
3/15/2012
11.90
420
4,998.00
Description
Prepare analysis on priority tax claims, review priority tax claims for release and address
information, prepare analysis on priority non-tax claims, review priority non-tax claims for release
and address information, prepare analysis on trade claims, review trade claims for release and
address information, create process for reviewing other GUC claims not included in the
convenience class but have provided releases.
Create listing of Class 2, 3, and 12 claims that will be paid on day 1, review claims for address and
release information, reconcile claims to the A&M claims register, prepare summary tear sheet for
pay day 1 claims, call with professionals to discuss pay day 1 claims, create list of open items for
pay day 1 claims.
Create list of disputed claims for the distribution analysis, reconcile list of disputed claims to A&M
claims register, update structure to distribution analysis for future revisions, update A&M claims
register and POC for withdrawn claims, analyze finalized trustee fees.
Analyze process for convenience classification, call with professionals to discuss the convenience
class, prepare list of priority tax claims for Company's review, prepare summary of pay day 1 and
disputed claims reserve including post-petition interest, revise distribution model per notes from
convenience analysis meeting, meet with professionals to discuss election model and
disbursements by claimant
Update and distribute disputed claims reserve including POC detail for the week ending 3/9, update
and distribute trade & executory tracking sheet for the week ending 3/9, update and distribute
support for the disputed claims reserve, update Class 2 and 3 Claims to calculate disbursements by
CUSIP, revise structure of distribution model to include 1st lien and 2nd lien run-off notes, revise
summary of distribution per comments from professionals.
Create pay day 1 file for KCC, create list of claimants that will receive 1) checks 2) wires and 3)
checks from the JPMC account, update pay day 1 analysis in preparation for Branch Richards tax
analysis, meet with professionals to discuss revised distribution analysis, meet with professionals to
discuss revised election model.
Update DCR to analyze claims excluding tax estimates, create disputed claims reserve breakout for
priority, secured, and GUC claims, call with professionals to discuss latest election model, update
distribution model for election model data, review and distribute KCC pay day 1 file, prepare emails
related claims.
Create, review and distribute pay day 1 template for Branch Richards, call with professionals to
discuss day 1 disbursements, follow up on tax items related to claims, resolve open items related to
specific claimants, call with professionals to discuss pay day 1 wires, update distribution model for
comments and revised election data
Meet with professionals to discuss all finance related open items, meet with professionals to
discuss flow of funds, create summary disputed claims reserve in the distribution model, meet with
professionals to discuss distribution model, update distribution model for comments from
professionals, reconcile 72nd & and 73rd omni claims, reconcile individual equity claims for newco
common equity analysis
Meet with professionals to discuss claims related open items, review post-petition interest analysis
for priority tax claims, update distribution model for changes to newly allowed/released claims, meet
with professionals to discuss flow of funds, meet with professionals to discuss distribution model,
reconcile DCR to distribution model, prepare trade and executory analysis for the week ending 3/16
Update distribution model per comments from professionals, integrate revised election model into
distribution model, follow up on claims allowed from stipulations, discuss open items related to pay
day 1 claims with professionals, reconcile revised distribution model, call with professionals to
discuss final distribution model
Time Summary
Hunt
Restructuring
Day
Date
Time
Rate
Billings
Fri
3/16/2012
15.40
420
6,468.00
Sat
3/17/2012
3.90
420
1,638.00
Sun
3/18/2012
3.10
420
1,302.00
Mon
3/19/2012
13.20
420
5,544.00
176.50
Description
Revise distribution model for priority non-tax claims that were unreleased, update distribution model
for changes to newly released claims, discuss final flow of funds with professionals, reconcile
distribution model, reconcile flow of funds, create bridge from distribution model to cash flow, create
revised summary for the distribution model
Update distribution model summary including breakout of allowed but not released claims, revise
flow of funds reconciliation, review and prepare notes on revised distribution analysis
Review and prepare notes on Branch Richard's tax analysis, review and reconcile with distribution
model
Meet with professionals to discuss revised tax analysis, review and prepare notes on review tax
analysis, integrate tax information into the distribution model, create revised pay day 1 file for KCC
including new wire information and revise disbursement amounts, call with professionals to discuss
day 1 disbursements, review and reconcile disbursement files
74,130.00
Time Summary
Dwyer
Restructuring
Day
Date
Time
Thu
3/1/2012
9.00
Fri
3/2/2012
Sun
Mon
Rate
420
$ 3,780.00
4.25
420
1,785.00
3/4/2012
3/5/2012
2.00
10.60
420
420
840.00
4,452.00
Tue
3/6/2012
13.20
420
5,544.00
Wed
3/7/2012
14.10
420
5,922.00
Thu
3/8/2012
9.75
420
4,095.00
Fri
3/9/2012
7.00
420
2,940.00
Mon
3/12/2012
12.25
420
5,145.00
Tue
3/13/2012
15.00
420
6,300.00
Wed
3/14/2012
14.90
420
6,258.00
Thu
3/15/2012
11.25
420
4,725.00
Fri
3/16/2012
12.00
420
5,040.00
Mon
3/19/2012
9.50
420
3,990.00
144.80
$
Billings
Description
Professional fee estimate accrual email, entries, and model. Began making Feb’12 entries into
Quick Books. Completed Feb’12 Rabbi Trust model and Feb’12 journal entries.
WMI Feb’12 month close time detail and expense email, entries, and recon. Emails with various
professionals to reconcile the Union Bank Rabbi Trust Accounts. Professional fee estimates.
TPS, Tricadia, HoldCo Stipulation review and accrual input.
January 2012 reporting package submission. Normal course A/P planning for pre-effective,
effective, and post-effective dates. Feb’12 journal entries for WMB loans and BOLI/COLI.
Weekly WMI finance meeting. Feb’12 MOR allocation spreadsheet. Month end invoicing, billing,
and fee estimate emails and discourse with various professionals. Effective date professional fee
and expenses wire information model.
Final WMI weekly check run and A/P processing. Feb’12 MOR insert model creation. Quick book
entries for WMMRC. WMMRC JE reconciliation to account for one month in arrears. Professional
fee journal entry input.
Trend analyses for Co 70, 136, 143, 239, 242, 275, 462, 467, and 481. Feb’12 professional fee
reconciliation, updates, and finalization. Updated D&O pre-paid insurance amortization.
Indenture trustee model input of Court Approved 3rd motion and 41.18 professionals per The Plan
and corresponding stipulations (Tricadia and TPS). Weekly time and invoicing inputs.
BNYM Issuance model creation and population. Feb’12 month end close package review, binder
creation and stub period Mar’12 planning.
Weekly WMI finance meeting. Updated WMMRC JE. WMMRC trend analyses and financial
statement reconciliations. Professional fee accrual estimate email and model.
Flow of funds review. Pay Day 1 model update for professional fees, administrative fees, 32.12
professionals and 41.18 professionals. CNO processing for Flow of Funds accrual and reserve
estimates.
Flow of Funds meeting and model review. WMMRC SEC reporting presentation preparation. Freshstart and carve-out accounting research and presentation. Pay Day 1 file update and emails to
various professionals for wire, check, and payment information.
Professional fee accrual estimate input for Mar’12 stub period. Fee status and invoice model
creation post-effective date. WMI Flow of Funds and Distribution model meeting. Feb’12 invoice
finalization.
Final
BNYM Class 22, Class 21, and Class 12 issuance model. Worked with various professionals
to email, assemble, and create Pay Day 1 file for effective date and post-effective wires and checks
for WMI, vendor escrow account, and Litigation Tracking Warrant holders. Project code creation for
WMI Liquidating Trust and WMI Holdings Corp.
60,816.00
April 16, 2012
Charles E. Smith
General Counsel
Seattle, WA 98101
INVOICE #:
83432 - 42
By Alvarez & Marsal
Hours
Fees:
Rate
Total
3/1 - 3/19/2012
GFD (Litigation)
Langenkamp
Griffith
Matarelli
Robinson
5.00
2.25
12.50
3.25
$
635
560
470
420
$
$
3,175.00
1,260.00
5,875.00
1,365.00
11,675.00
Time Summary
Langenkamp
GFD
Day
Thu
Fri
Tue
Wed
Date
3/1/2012
3/9/2012
3/13/2012
3/14/2012
Time
1.25
1.25
1.75
0.75
5.00
Rate
$
635
635
635
635
Billings
$
Description
793.75
793.75
1,111.25
476.25
3,175.00
Work on data collection issues related to employee claims.
Work on data issues related to employee claims.
Work on production issues related to effective date.
Work on data issues related to employee claims.
Confidential Draft -Subject to Change
Time Summary
Griffith
GFD
Day
Sun
Mon
Date
3/11/2012
3/12/2012
Time
1.00
1.25
2.25
Rate
$
560
560
Billings
$
560.00
700.00
1,260.00
Description
Work on EDGAR filing research.
Locate information from hWaMu insider trades reporting system.
Time Summary
Matarelli
GFD
Day
Date
Time
Thu
Fri
3/1/2012
3/2/2012
2.25
2.25
Tue
3/6/2012
Wed
Rate
$
Billings
470
470
$ 1,057.50
1,057.50
1.25
470
587.50
3/7/2012
1.75
470
822.50
Thu
3/8/2012
2.50
470
1,175.00
Mon
3/12/2012
1.50
470
705.00
Tue
3/13/2012
1.00
12.50
470
470.00
5,875.00
Description
Final analysis and processing on the Employee Claims litigation.
Modified the Oregon workspace, adding fields for workflow review and created custom search for Weil
attorneys.
Identified the revised criteria for the Oregon production candidates; reviewed resulting logic with Weil
attorneys to confirm production scope.
Identified the revised criteria for the Oregon production candidates; reviewed resulting logic with Weil
attorneys to confirm production scope.
Modified the workspace design, added and tested new fields for privilege review and workflow into the
Oregon workspace.
Production readiness review and updated the saved searches for the Oregon Prod #2; field
conversion analysis.
Final review and modification on Oregon Production #1. Revised the confidentiality language.
Time Summary
Robinson
GFD
Day
Date
Thu
Thu
Fri
3/1/2012
3/8/2012
3/9/2012
Time
1.75
0.50
1.00
3.25
Rate
$
420
420
420
Billings
$
735.00
210.00
420.00
1,365.00
Description
WaMu Employee Claims Production Export
Evidence Receipt, tracking and processing of WaMu Klee Directors Data
Processing of WaMu Klee Directors Data
April 16, 2012
Charles E. Smith
General Counsel
Seattle, WA 98101
INVOICE #:
83432 - 42
By Alvarez & Marsal
Hours
Fees:
Rate
Total
3/1 - 3/19/2012
Insurance
Spragg
5.00
$
695
$
3,475.00
Time Summary
Spragg
Insurance
Day
Fri
Wed
Thu
Date
3/9/2012
3/14/2012
3/15/2012
Confidential Draft
Time
1.00
2.00
2.00
5.00
Rate
$
695
695
695
Billings
$
695.00
1,390.00
1,390.00
3,475.00
Description
Calls on Trust D&O Position for WAMU
Receipt, Review, and Execution of Executive Resignation Documents for WAMU \ WMMRC
Trust D&O questions, correspondence, and conference call
Subject to Change
April 16, 2012
Charles E. Smith
General Counsel
Seattle, WA 98101
INVOICE #:
Tax Summary
83432 - 42
By Alvarez & Marsal
Hours
Fees:
Rate
Total
3/1 - 3/19/2012
Tax (Federal, State & Local)
Total Fees by Person
Pedersen
Carreon
Hill
Hoehne
Bliss
Luong
Burke
Danbom
Brand
Fordham
21.00
30.30
52.40
20.80
60.90
41.70
27.80
0.60
41.00
0.90
$
775
775
635
635
560
420
420
420
420
285
$
$
16,275.00
23,482.50
33,274.00
13,208.00
34,104.00
17,514.00
11,676.00
252.00
17,220.00
256.50
167,262.00
Time Summary
Pedersen
State & Local Tax
Day
Thu
Fri
Mon
Tue
Wed
Thu
Fri
Mon
Fri
Sun
Mon
Date
3/1/2012
3/2/2012
3/5/2012
3/6/2012
3/7/2012
3/8/2012
3/9/2012
3/12/2012
3/16/2012
3/18/2012
3/19/2012
Time
1.50
0.90
1.20
3.90
2.60
3.10
1.20
1.20
0.80
0.80
3.80
21.00
Rate
$
775
775
775
775
775
775
775
775
775
775
775
Billings
$ 1,162.50
697.50
930.00
3,022.50
2,015.00
2,402.50
930.00
930.00
620.00
620.00
2,945.00
16,275.00
Description
Review Oregon discovery request.
Research taxability of liquidating trust for Washington B&O tax purposes.
Review documents for submission to Oregon pursuant to discovery request.
Continue to review documents for submission to Oregon pursuant to discovery request.
Review VRG assumptions regarding Oregon and California audit liabilities.
Review VRC methodology outline and assumptions.
Review draft Illinois stipulation.
Review Oregon response to POC objection.
Continue to review Oregon response to POC objection.
Time Summary
Carreon
Federal Tax
Day
Date
Time
Thu
3/1/2012
3.80
Fri
3/2/2012
2.10
775
1,627.50
Mon
3/5/2012
4.00
775
3,100.00
Tue
3/6/2012
6.00
775
4,650.00
Wed
Thu
Fri
3/7/2012
3/8/2012
3/9/2012
1.50
1.00
2.00
775
775
775
1,162.50
775.00
1,550.00
Mon
3/12/2012
5.20
775
4,030.00
Tue
3/13/2012
1.50
775
1,162.50
Thu
Sat
3/15/2012
3/17/2012
2.00
1.20
775
775
1,550.00
930.00
30.30
Rate
$
775
Billings
$
Description
2,945.00
Participate in discussions and analysis concerning phase IV. Participate in weekly Weil call.
Participate in discussions relating to status of current projects.
Participate in discussions regarding tax procedures for liquidating trust. Participate in discussions
about phase IV.
Participate in weekly Weil call. Participate in weekly tax team call. Prepare for liquidating trust
meeting.
Participate in discussions and analysis concerning phase IV. Participate in liquidating trust meeting
and related discussions.
Participate in discussions and analysis concerning phase IV.
Participate in further discussions and analysis concerning phase IV.
Participate in further discussions and analysis concerning phase IV. Participate in discussions
regarding tax procedures for liquidating trust.
Participate in weekly Weil call. Participate in weekly tax team call. Participate in discussions and
perform analysis concerning phase IV. Participate in discussions regarding post-effective date
liquidating trust considerations.
Participate in discussions and perform analysis concerning phase IV. Review extension and
participate in related discussions.
Participate in discussions and perform analysis concerning phase IV.
Participate in discussions and perform analysis concerning phase IV. Participate in discussions
regarding tax procedures for liquidating trust.
23,482.50
Time Summary
Hill
Federal Tax
Day
Date
Time
Thu
3/1/2012
2.20
Mon
3/5/2012
8.90
635
5,651.50
Tue
3/6/2012
7.30
635
4,635.50
Wed
3/7/2012
9.20
635
5,842.00
Thu
Fri
Mon
3/8/2012
3/9/2012
3/12/2012
1.20
2.40
3.80
635
635
635
762.00
1,524.00
2,413.00
Tue
3/13/2012
2.90
635
1,841.50
Wed
Fri
3/14/2012
3/16/2012
1.80
3.30
635
635
1,143.00
2,095.50
Mon
3/19/2012
9.40
635
5,969.00
52.40
Rate
$
635
Billings
$
Description
1,397.00
Review changes to work plan. Participate in calls with management to discuss withholding events and
overall timeline. Review tax disclosures.
Review changes to liquidating trust manual. Participate in meetings and calls with management to discuss
task list. Participate in meetings to review overall timeline. Participate in meetings with management
regarding changes to tax matrix. Participate in meetings with management to discuss withholding events.
Review tax disclosures.
Review liquidating trust tax manual with management. Participate in meetings with management to discuss
and review worthless stock loss. Participate in meetings with management to review WMI uncertain tax
positions and related documentation requirements.
Make changes to and review the liquidating trust tax manual. Participate in meetings with management to
discuss open items. Review tax disclosures with management and related follow up.
Discuss filing requirements, timing, and tax disclosures with tax team regarding .
Make changes to liquidating trust tax manual, tax disclosures, and liquidating trust timeline.
Review of changes to disclosures. Discussions with tax team and management regarding outstanding items,
timing of payments, federal and foreign withholding taxes, and other related matters.
Review changes to tax disclosures. Follow up regarding bank bondholder issue. Calls with management
regarding distributions.
Calls with tax team to review tax disclosures and bank bondholder issue.
Discussions with management regarding outstanding items. Review of changes to tax disclosures. Review
of liquidating trust manual. Review of forms provided by bank bondholder group. Related follow up calls.
Update phone calls with management regarding Day One activities and outstanding items. Calls with
external counsel regarding various tax issues. Calls with internal management regarding W8/W9 data
collection and related follow up. Updates with tax management regarding overall progress and outstanding
items. Review of and making changes to tax disclosures. Review of forms provided by bank bondholder
group. Related follow up calls.
33,274.00
Time Summary
Hoehne
Federal Tax
Day
Date
Time
Rate
Mon
Tue
3/5/2012
3/6/2012
1.10
4.50
Fri
3/9/2012
3.80
635
2,413.00
Mon
3/12/2012
3.20
635
2,032.00
Tue
3/13/2012
1.60
635
1,016.00
Thu
Fri
3/15/2012
3/16/2012
0.90
3.10
635
635
571.50
1,968.50
Mon
3/19/2012
2.60
20.80
635
1,651.00
13,208.00
$
635
635
Billings
$
698.50
2,857.50
Description
Revise worthless stock deduction memo. Research abandonment of stock requirements.
Participate in internal meeting regarding liquidating trust. Review liquidating trust manual. Review
7th amended plan.
Draft stock basis summary memo to provide to auditors. Participate in internal meeting to discuss
stock basis. Review unified loss rules.
Review and analyze entity simplification slides and transaction log. Review formation document,
merger agreement and operating agreement. Participate in internal conference call.
Review application of Section 368(a)(1)(D) regulations and application to entity simplification and
transaction steps.
Review liquidating trust manual. Participate in internal conference call.
Draft summary stock basis memorandum. Review transaction history from 1994-2008. Participate
in internal discussion regarding 1502-33 regulations and net inside basis.
Revise the worthless stock deduction memorandum and abandonment of securities analysis.
Time Summary
Bliss
Federal Tax
Day
Date
Time
Thu
3/1/2012
5.40
Fri
3/2/2012
7.00
560
3,920.00
Sun
3/4/2012
4.50
560
2,520.00
Mon
3/5/2012
5.60
560
3,136.00
Tue
3/6/2012
10.50
560
5,880.00
Wed
3/7/2012
6.80
560
3,808.00
Thu
3/8/2012
2.20
560
1,232.00
Mon
Tue
3/12/2012
3/13/2012
0.50
6.50
560
560
280.00
3,640.00
Wed
Thu
3/14/2012
3/15/2012
0.50
3.20
560
560
280.00
1,792.00
Fri
Mon
3/16/2012
3/19/2012
2.90
5.30
560
560
1,624.00
2,968.00
60.90
Rate
$
560
Billings
$
3,024.00
Description
Update WMI liquidating trust manual for post-confirmation events related to the liquidating trust
subsequent events. Discuss liquidating trust withholding sections.
Update WMI liquidating trust manual for post-confirmation events related to the disputed claims
reserve subsequent events. Discuss withholding sections for the disputed claims reserve.
Update WMI liquidating trust manual for post-confirmation events related to the disputed claims
reserve subsequent events and foreign withholding procedures.
Attend weekly tax update meeting with internal tax team. Attend Weil update call on current tax
issues. Discuss current draft of liquidating trust manual and tax matrix.
Attending weekly finance meeting with NACR team. Participate in liquidating trust tax meeting.
Update tax manual for revisions discussed in liquidating trust tax meeting
Discuss W-8/W-9 information. Apply for EIN for WMI Disputed Equity Escrow. Discuss reorganized
WMI OBS tax reporting. Review valuation and deferred tax balance sheet presentation rules. Discuss
liquidating trust manual, Plan, liquidating trust and tax matrix. Revise WMI liquidating trust manual.
Continue to revise WMI liquidating trust manual. Create CUSIP/class liquidating trust chart to use in
W-8/W-9 verification process. Review disputed equity escrow tax issues. Discuss WMI Disputed
Equity.
Attend weekly tax update call
Participate in weekly finance meeting. Discuss information needed to estimate OBS DTA for
WMMRC. Update OBS DTA for reorganized WMI based on information received. Provide write-up
regarding valuation allowance considerations. Review tax FAQ revisions. Discuss bank bondholder
payments.
Discuss OBS DTA. Review changes made to FAQs.
Review revisions to FAQs and grantor tax letter. Discuss tax information necessary to make
distributions to BBH. Review class 17A W-8/W-9 information.
Review class 17A W-8/W-9 information. Verify tax information and provide revisions back to KCC.
Discussing and updating FAQs with R. Jain & J. Hill; Attending weekly tax status call; Reviewing
updates to class 17A file from R. Klamser
34,104.00
Time Summary
Luong
Federal Tax
Day
Date
Time
Thu
3/1/2012
7.60
Fri
3/2/2012
8.50
420
3,570.00
Mon
3/5/2012
9.10
420
3,822.00
Wed
3/7/2012
5.40
420
2,268.00
Thu
Tue
3/8/2012
3/13/2012
4.70
3.70
420
420
1,974.00
1,554.00
Wed
3/14/2012
2.10
420
882.00
Mon
3/19/2012
0.60
420
252.00
41.70
Confidential Draft
Rate
$
420
Description
Billings
$
3,192.00
Update and review liquidating trust manual. Confirm that the tax matrix and the manual are
consistent. Note any inconsistencies.
Review liquidating trust manual and make updates and revisions, as needed. Confirm that the tax
matrix and the seventh amended plan are consistent. Note any inconsistencies.
Review liquidating trust manual. Update and revise liquidating trust manual, as needed. Cite check
and update references.
Review beneficiary tax information letter. Incorporate changes as requested from counsel. Revise
the letter as necessary. Review the FAQs. Incorporate changes as requested from counsel.
Revise FAQs as necessary. Update cites and references. Format the FAQs for consistencies.
Review and revise FAQs. Incorporate changes from counsel and tax team. Cite check and perform
research as required.
Incorporate changes to FAQs from comments from tax team. Research and cite check. Review and
make changes, as needed.
Participate in call with tax team to discuss outstanding items. Follow up with action items as
necessary.
17,514.00
Subject to Change
Time Summary
Burke
Federal
Day
Date
Mon
3/5/2012
1.80
Tue
3/6/2012
8.00
420
3,360.00
Mon
3/12/2012
2.20
420
924.00
Wed
3/14/2012
6.50
420
2,730.00
Thu
3/15/2012
5.30
420
2,226.00
Fri
Mon
3/16/2012
3/19/2012
3.00
1.00
27.80
420
420
1,260.00
420.00
11,676.00
Confidential Draft
Time
Rate
$
420
Billings
$
756.00
Description
Participate in internal discussions relating to liquidating trust manual. Begin reviewing
documentation.
Participate in meeting regarding liquidating trust. Review and analyze the manual. Provide updates
to manual. Participate in internal discussion regarding redacted stock basis memo for auditors.
Review stock basis memo. Began creating redacted version of memo. Participate in internal
discussions regarding status and next steps of worthless stock deduction. Update sections of
memo.
Participate in weekly call to discuss various projects, timing, and status. Perform research on the
new cash D reorganization provisions. Exchange email correspondence. Work on an outline for the
stock basis memoranda.
Participate in internal discussions regarding stock basis memoranda. Review samples of stock
basis memos. Review consolidated regulations. Began drafting stock basis memo. Update new
template.
Continue drafting stock basis memo. Participate in internal discussions regarding draft. Clear
review points. Update outline for stock basis memo. Participate in internal discussions regarding
progress.general research on stock basis. Update memo for WMI background and facts section.
Perform
Participate in weekly call to discuss various projects, timing, and status.
Subject to Change
Time Summary
Danbom
Federal Tax
Day
Mon
Mon
Date
3/5/2012
3/12/2012
Time
0.30
0.30
0.60
Rate
$
420
420
Billings
$
126.00
126.00
Description
Review state tax notices and correspondence.
Review correspondence tracker for mail items that require attention including correspondence for
the states of California, Illinois, Minnesota, Oregon, and Washington.
252.00
Time Summary
Brand
State & Local Tax
Day
Date
Time
Thu
3/1/2012
6.80
Fri
3/2/2012
Mon
Rate
$
Billings
420
$ 2,856.00
5.00
420
2,100.00
3/5/2012
2.10
420
882.00
Tue
3/6/2012
2.70
420
1,134.00
Thu
3/8/2012
4.90
420
2,058.00
Fri
3/9/2012
2.70
420
1,134.00
Mon
3/12/2012
2.70
420
1,134.00
Tue
3/13/2012
7.60
420
3,192.00
Wed
3/14/2012
4.30
420
1,806.00
Thu
3/15/2012
1.40
420
588.00
Fri
Mon
3/16/2012
3/19/2012
0.60
0.20
41.00
420
420
252.00
84.00
17,220.00
Description
Review documentation for the California audit in regards to the regulated investment company.
Compile all relevant documentation for the California Franchise Tax Board. Follow up with the state
of Tennessee regarding outstanding tax refunds.
Review documentation for the Oregon audit in regards to the real estate investment trusts. Compile
documentation requested in regards to the audit. Review audit settlement agreement provided by
the Minnesota auditor to confirm that it ties to the audit report previously agreed upon.
Finish compiling documentation related to the real estate investment trusts in regards to the Oregon
audit.
Research statutes and regulations regarding joint and several liability for members of a combined
group to confirm treatment of outstanding proof of claims.
Update and circulate state refund tracker to state tax team. Continue researching statues and
regulations regarding joint and several liability for members of combined group to confirm treatment
of outstanding proof of claims.
Review refunds received from the state of Minnesota to confirm the auditor's records are accurate.
Review updated audit settlement agreement. Update state refund tracker to include additional
refunds owed from the states of California and Washington and circulate tracker to state tax team.
Review returns filed for Washington Mutual, Inc. & Subsidiaries in the state of California for tax
years 2006 through 2009 to confirm that WaMu 1031 Exchange was included in the filing group.
Determine whether a final return was filed for the state of California.
Draft a letter to the California Franchise Tax Board regarding WaMu 1031 Exchange's inclusion in
Washington Mutual, Inc. & Subsidiaries' final return filed for tax year 2009. Discuss letter with state
tax team and send to the state for processing. Draft email regarding a refund offset by the state of
Minnesota for tax years 2001 and 2002. Update state refund tracker and circulate to state tax
team. Review amended return filing requirements remaining for Washington Mutual, Inc. &
Subsidiaries. Confirm the status of the Illinois Department of Revenue's proof of claim.
Research interest rates applicable to proof of claim distributions that will be paid by Washington
Mutual, Inc. Update state refund tracker to reflect the Minnesota audit settlement and circulate to
state tax team. Review updated audit schedule received from the Illinois Department of Revenue.
Coordinate signing and filing of the Minnesota audit settlement for tax years 2003 through 2005.
Confirm the status of the Illinois Department of Revenue's proof of claim.
Review interest rate calculations prepared for the proof of claim distributions.
Confirm the status of the Illinois Department of Revenue's proof of claim.
Time Summary
Fordham
State & Local Tax
Day
Date
Fri
3/9/2012
Confidential Draft
Time
0.90
Rate
$
285
Billings
$
256.50
Description
Create presentation binders for Washington Mutual liquidating trust.
Subject to Change
April 16, 2012
Charles E. Smith
General Counsel
Seattle, WA 98101
INVOICE #:
Tax Summary
83432 - 42
By Alvarez & Marsal
Hours
Fees:
Rate
Total
3/1 - 3/19/2012
Tax (Compliance)
Bliss
Zheng
Li
Moe
2.30
11.10
10.30
66.00
$
560
420
285
285
$
$
1,288.00
4,662.00
2,935.50
18,810.00
27,695.50
Time Summary
Bliss
Compliance
Day
Thu
Mon
Thu
Mon
Date
3/1/2012
3/5/2012
3/8/2012
3/12/2012
Time
0.30
0.30
0.30
1.40
2.30
Rate
$
560
560
560
560
Billings
$
168.00
168.00
168.00
784.00
1,288.00
Description
Discuss questions related to the federal tax return.
Discuss return update and extensions.
Review federal tax return extension for WMI and Subsidiaries.
Review separate company federal tax return workpapers for Washington Mutual Bank.
Time Summary
Zheng
Compliance
Day
Thu
Fri
Tue
Date
3/1/2012
3/2/2012
3/13/2012
Time
5.20
3.10
2.80
11.10
Rate
$
420
420
420
Billings
$ 2,184.00
1,302.00
1,176.00
Description
Review RIC documents. Compile RIC documentation for CA audit.
Review REIT documents. Compile REIT documentation for OR audit.
Analyze February accounts payable to determine if any WA use tax needs to be remitted. Update
use tax workbook. Analyze February profit and loss statements and determine monthly accrual for
WA business and occupation tax and Seattle Business tax accruals. Review payroll workpapers
and reconcile to MOR 4 reporting numbers.
4,662.00
Time Summary
Li
Compliance
Day
Date
Time
Sun
3/4/2012
3.00
Mon
3/12/2012
4.40
285
1,254.00
Sun
3/18/2012
2.90
285
826.50
10.30
Rate
$
285
Billings
$
855.00
Description
Review upcoming state tax notices due. Prepare and distribute corresponding summary to group.
Update correspondence tracker and project files for responses sent.
Update correspondence tracker and project files for responses sent. Update correspondence
tracker and project files for mail items received. Update correspondence and other project files
saved in the S drive.
Update correspondence tracker and project files for responses sent. Clean up correspondence
tracker for old items still marked as outstanding.
2,935.50
Time Summary
Moe
Compliance
Day
Date
Time
Thu
3/1/2012
6.10
Fri
3/2/2012
Mon
Rate
285
$ 1,738.50
4.10
285
1,168.50
3/5/2012
3.40
285
969.00
Tue
3/6/2012
5.20
285
1,482.00
Wed
3/7/2012
6.80
285
1,938.00
Thu
3/8/2012
7.20
285
2,052.00
Fri
3/9/2012
6.20
285
1,767.00
Mon
3/12/2012
8.10
285
2,308.50
Tue
3/13/2012
1.80
285
513.00
Wed
3/14/2012
2.00
285
570.00
Thu
3/15/2012
1.00
285
285.00
Fri
3/16/2012
5.10
285
1,453.50
Sun
3/18/2012
3.00
285
855.00
Mon
3/19/2012
6.00
285
1,710.00
66.00
$
Billings
Description
Explore basis adjustments for REO and adjust workpapers. Update workpapers for loan loss sale
for Ahmanson Obligation Company. Add journal entries to tax software to reflect updated
workpapers. Recode journal entries for consistency across entities.
Add journal entries to tax software to reflect tax adjustments to the balance sheet and M-3. Adjust
schedule D for Ahmanson Obligation Company and review entries flowing to the M-3. Review 2010
extension and paper filing extension process for preparation of 2011 extension.
Prepare 2011 extension for WMI & sub consolidated group. Participate in return planning call.
Explore adjustment to WMI's retained earnings. Create additional workpapers to reflect Keystone
settlement impact on WMI and reconcile differences from prior year to current year.
Review tax software for inclusion of insurance company locators and consolidation procedures.
Review workpapers for Ahmanson Obligation Company and HS Loan Corporation. Review list of
information provided by client and look for items that remain outstanding.
Review 2010 WMI bank owned life insurance documents for tax treatment and reconciliation. Add
2011 BOLI/COLI documents to WMI workpapers and calculate tax adjustment. Review tax software
for consistent coding in journal entries.
Enter WMMRC information into tax software. Update WMMRC return for book/tax adjustments.
Organize Schedule D information for WMMRC and enter into software. Review W8 and W9
information from prior trust attempt. Update Co. 70 return for book/tax adjustments.
Prepare Washington Mutual Bank work papers. Prepare income statement and balance sheet for
entry into tax software. Add and code journal entries for WM Citation Holdings. Review WM
Citation Holdings and WMMRC workpapers for completeness and errors.
Review workpapers in detail. Update tax software for any changes made to workpapers.
Consolidate the returns and address obvious issues of consolidation. Enter elimination entries into
tax software and consolidate. Begin review of Washington Mutual workpapers.
Update Assurant trust gain/loss computation upon review. Recode tax software with appropriate
journal entries. Continue detail review of Washington Mutual workpapers.
Review Washington Mutual workpapers, specifically BOLI/COLI gain and loss. Review prior year
PBC information and compare to current year to determine what remains outstanding.
Continue review of Washington Mutual workpapers. Request vacation paid in 2012 information.
Review compensation adjustments from 2010 and compare with 2011.
Review Washington Mutual allowed claims adjustments and attempt reconciliation. Review class
information and verify PBC information for completeness (i.e. date, signature, accuracy). Check
forms for expiration.
Review of class 17A W8/W9 informational forms prior to distribution and the trust going final.
Provide correction for materials provided by KCC and organize information provided into a more
useable format.
Creating consolidated trial balance with return specific detail on coding. Updating the consolidated
workpapers for new accounts and entities which have been dissolved. Reviewing coding for issues
and updating formulas.
18,810.00
April 16, 2012
Charles E. Smith
General Counsel
Seattle, WA 98101
INVOICE #:
Tax Summary
83432 - 42
By Alvarez & Marsal
Hours
Fees:
Rate
Total
3/1 - 3/19/2012
Tax (Pension Plan & Benefits)
Cumberland
M. Spittell
Friesen
Crawford
22.00
83.40
94.10
53.00
$
775
635
560
420
$
$
17,050.00
52,959.00
52,696.00
22,260.00
144,965.00
Time Summary
Cumberland
Pension (CAB)
Day
Date
Thu
Fri
Mon
Tue
Wed
Thu
Fri
3/1/2012
3/2/2012
3/5/2012
3/6/2012
3/7/2012
3/8/2012
3/9/2012
Confidential Draft
Time
3.00
3.00
3.00
3.00
3.00
4.00
3.00
22.00
Rate
$
775
775
775
775
775
775
775
Billings
$
2,325.00
2,325.00
2,325.00
2,325.00
2,325.00
3,100.00
2,325.00
17,050.00
Description
Review and discuss issues related to the treatment of the restricted stock.
Continue to review and discuss issues related to the treatment of the restricted stock.
Review and discuss issues related to the treatment of the restricted stock.
Review information on the pension plans.
Continue to review information on the pension plans.
Subject to Change
Time Summary
M. Spittell
Pension (CAB)
Day
Date
Time
Thu
3/1/2012
12.50
Fri
3/2/2012
6.30
635
4,000.50
Mon
3/5/2012
5.20
635
3,302.00
Tue
3/6/2012
6.70
635
4,254.50
Wed
3/7/2012
9.10
635
5,778.50
Thu
3/8/2012
7.00
635
4,445.00
Fri
3/9/2012
7.50
635
4,762.50
Mon
3/12/2012
4.40
635
2,794.00
Tue
3/13/2012
4.70
635
2,984.50
Wed
3/14/2012
4.20
635
2,667.00
Thu
3/15/2012
4.30
635
2,730.50
Fri
3/16/2012
4.00
635
2,540.00
Sun
3/18/2012
3.50
635
2,222.50
Mon
3/19/2012
4.00
635
2,540.00
83.40
Rate
$
635
Billings
$
7,937.50
52,959.00
Description
Prepare for and participate in status update meeting regarding liquidating trust manual. Review and
update liquidating trust manual. Review and update pension plan amendments. Prepare pension
appeals materials. Perform analysis and participate in meetings concerning Pay Day One address
materials. Review and analyze draft board resolutions for employee benefits matters. Prepare IRS
response. Perform analysis and exchange communications regarding various equity compensation
issues.
Prepare for and participate in call with Weil regarding updated amendments and resolutions.
Prepare for and participate in status update call regarding liquidating trust manual. Participate in
pension coordination call with JPMC regarding IRS response. Collect investment manager
materials to prepare assignment paperwork. Follow up on pension plan invoices and related
matters. Review court transcripts. Participate in discussions with JPMC and counsel regarding
benefit plan transfer issues.
Review investment manager contracts. Prepare and update benefit plan transfer task list. Prepare
amendments and resolutions. Follow up on discovery information requests.
Prepare for and participate in pension coordination call with JPMC. Participate in finance meeting.
Prepare for and participate in call with Towers Watson and JPMC coordinating transfer. Prepare for
and participate in call regarding employee claims. Review written consents and provision of
comments. Collect and review vendor documents.
Prepare for and participate in call with restructuring team regarding Pay Day One file. Participate in
pension coordination call with JPMC and ACS. Review contract assignment form and related
documents. Review board resolutions, amendments, and transfer documents. Participate in call
with Weil regarding employee inquiry. Coordinate benefit plan transfer materials. Participate in
meeting regarding equity compensation reporting requirements. Follow up on discovery information
requests.
Participate in discussions and research regarding employment tax reporting requirements
applicable to equity. Prepare for and participate in call with tax team. Review vendor contracts for
assignment. Prepare welfare benefit plan documents. Participate in meeting regarding Form W-2
reporting.analysis of equity compensation reporting requirements and participate in discussions with
Perform
team members. Follow up on contract assignments. Prepare for and participate in a status update
call regarding pension transfer issues. Follow up on benefits transfer task list.
Prepare for and participate in call regarding FICA taxation of equity awards. Perform follow up and
participate in meetings regarding benefit plan transfer matters. Review resolutions and related
board materials.
Prepare for and participate in various pension coordination calls. Participate in finance call.
Perform follow up on benefit plan transfer issues.
Prepare for and participate in pension coordination call with JPMC and ACS. Perform research and
participate in discussions regarding employee claims tax withholding and reporting issues.
Participate in discussions and perform follow up on benefit plan transfer coordination matters.
Perform follow up on pension plan transfer coordination issues. Perform research regarding
employee claims employment tax issues. Review executive life insurance plan communications.
Coordinate with restructuring team.
Prepare IRS files for transfer to JPMC. Provide status update regarding FICA tax issues.
Coordinate of IRS conference call.
Prepare pension plan IRS files for transfer to JPMC. Prepare information document response and
statute extension communications.
Assemble pension plan information for transmittal to JPMC. Prepare for and participate in
conference call with IRS and JPMC. Perform final review of pension materials for transmittal to
JPMC.
Time Summary
Friesen
Pension (CAB)
Day
Date
Time
Rate
Thu
3/1/2012
8.10
Fri
3/2/2012
7.00
560
3,920.00
Mon
3/5/2012
5.60
560
3,136.00
Tue
3/6/2012
10.50
560
5,880.00
Wed
3/7/2012
8.10
560
4,536.00
Thu
3/8/2012
5.00
560
2,800.00
Fri
3/9/2012
3.00
560
1,680.00
Mon
3/12/2012
7.10
560
3,976.00
Tue
3/13/2012
7.40
560
4,144.00
$
560
Billings
$
4,536.00
Description
Participate in discussion with CAB team regarding population of types of claim addresses and which
address to utilize for state tax sourcing. Participate in discussion with restructuring team claims team
regarding recent / updated address and claimant data received from KCC. Participate in meeting with
WMI tax regarding CAB input needed for liquidating trust manual relating to employee claim
distributions. Draft portion of liquidating trust manual relating to the tax withholding treatment for GUC
vendor claims disbursed on Pay Day One. Draft portion of liquidating trust manual relating to the tax
withholding treatment for GUC employee and deferred compensation claims disbursed on pay day
one.
Participate
in conference call with WMI tax regarding our updates made to the liquidating trust manual
and liquidating trust matrix for employee claim disbursement procedures. Draft updates to the
liquidating trust manual for those claimants that will be subject to FICA tax and research supporting
materials. Update the liquidating trust manual footnotes and research source documents for support.
Discuss and prepare Pay Day One reconciliation file for updated W9 addresses. Participate in
discussions with CAB group regarding various tasks to be completed for the nonqualified plans
included in the global settlement agreement. Participate in discussion and initial review of data
received from KCC regarding releases and W-9 information.
Begin reconciliation of Form W-9 data received from KCC to previous state tax home data.
Participate in weekly finance call to discuss status of items. Identify and research discrepancies in
updated W-9 address data received from KCC for 1099 reporting. Identify and research
discrepancies in updated W-9 address data received from KCC for Form W-2 reporting. Participate in
conference call with restructuring claims team regarding convenience class calculation for employee
claims. adjustments to Pay Day One file based on findings and prepare for call with restructuring
Provide
team. Participate in conference call with restructuring claims team regarding convenience class
calculation, stock disbursement procedures and LTI letters to claimants. Research long term cash
incentive program letter received by Weil and prepare for call to discuss. Participate in conference
call with Weil to discuss letter received pertaining to a long term cash incentive program letter and
discuss treatment of unvested equity RSAs. Participate in discussions regarding equity award
treatment under various company transactions occurring and calculating exposure maximums.
Calculate potential exposure pertaining to a letter received pertaining to a long term cash incentive
program and communicate results to Weil.
Prepare for and participate in conference call with Weil regarding certain equity vesting issues.
Participate in conference call with WMI tax regarding conclusions and scenarios for certain equity
vesting issues for tax reserve purposes. Participate in conference call with WMI tax regarding
conclusions and scenarios for certain equity vesting issues for tax reserve purposes.
Prepare for and participate in conference call with Weil and restructuring team regarding global
settlement tasks and updates. Research and participate in discussion with restructuring claims team
regarding employment tax question for certain claims.
Conduct research regarding employer tax as it relates to certain employee claims for day one
disbursement. Provide findings per research performed regarding certain states' treatment of allowed
benefit plan claims to restructuring claims team. Review reconciliation of nonqualified deferred
compensation benefit plans reconciliation performed for preparation of the execution of the global
settlement agreement. Provide findings and conclusions regarding a specific claimants' request for
funds pursuant to the WMI SERAP plan to the restructuring claims team.
Analyze and review further preparation work performed and tasks completed regarding the transfer of
liabilities upon execution of the global settlement agreement. Participate in the weekly finance call.
Research and then discuss and walkthrough certain employee claims restructuring claims team
regarding objection rationale and reasoning on why the POC can not be addressed until later in
process. Respond to inquiry regarding outstanding participant remaining in the H.F. Ahmanson
Executive Life Insurance Plan.
Time Summary
Friesen
Pension (CAB)
Day
Date
Time
Rate
Billings
Thu
3/15/2012
10.50
560
5,880.00
Fri
3/16/2012
10.90
560
6,104.00
Sat
3/17/2012
1.20
560
672.00
Mon
3/19/2012
9.70
560
5,432.00
94.10
Description
Analyze and review for reasonableness the employer portion of taxes to be remitted for those
employee claims to be allowed on day one. Additional research and discussions with CAB group
regarding the employer tax (federal and various states) calculation methodology. Research inquiry
from restructuring management regarding the estimated employer tax reserve included in the disputed
claims reserve. Present findings, draft chart and high-level summary for WMI management regarding
the breakdown of the employer tax reserve amount included in the disputed claims reserve.
Exchange communications regarding various employee claims that are currently outstanding and the
proposed treatment upon certain triggering events.
Review work papers provided that were utilized in preparation of estimated books and records as of a
certain date. Begin review of claim groupings that can be processed upon the execution of the global
settlement agreement. Draft high-level action plan that will fully encompass CAB's role upon the
execution of the global settlement agreement. Gather claim components that have already been
processed in the BK court and note which omnibus objection contains certain objection language to
be utilized in the future POCs. Determine what individual claim disposition memorandums need to be
either drafted or reviewed/finalized before forwarding employee POC to Weil for processing. Analyze
and forward previous dry run calculation performed by payroll agent and reviewed by CAB team to the
restructuring claims team for reasonableness.
Research and exchange communications regarding inquiry for specific employer tax withholding
question.
Review the latest omnibus objections that pertain to employee claims. Update all-encompassing list
of employee claim related work streams for discussion during weekly financial update meeting.
Provide support and responses to inquiries regarding outputs received from payroll agent regarding
employment related taxes and withholding amounts. Discuss current outstanding CAB work streams,
status and estimated time to completion for management. Exchange communications with
restructuring claims team regarding day one distribution questions / comments and concerns in
respect to the employer and employee tax withholding and reporting requirements.
52,696.00
Time Summary
Crawford
Pension (CAB)
Day
Date
Time
Thu
3/1/2012
8.10
Fri
3/2/2012
Mon
Rate
420
$ 3,402.00
5.80
420
2,436.00
3/5/2012
8.30
420
3,486.00
Tue
3/6/2012
9.50
420
3,990.00
Wed
3/7/2012
7.20
420
3,024.00
Thu
3/8/2012
7.00
420
2,940.00
Fri
Tue
3/9/2012
3/13/2012
1.10
2.70
420
420
462.00
1,134.00
Wed
3/14/2012
1.70
420
714.00
Mon
3/19/2012
1.60
420
672.00
53.00
$
Billings
Description
Update the IRS audit summary schedule for new information received for the WaMu pension plan
participants over the age of 70.5. Update WaMu IRS audit pension plan memo for additional
information received. Update the IRS audit of participants over the age of 70.5 and remove duplicate
participants.
Attend
meeting with JPMC to discuss the status of the WaMu pension plan IRS audit for participants
over the age of 65 and over the age of 70.5. Review contracts for the WaMu pension plan. Draft
assignment memo to assign contracts for the WaMu pension plan to JPMC. Attend meeting with
WaMu to discuss the WaMu pension plan contracts that need to be assigned to JPMC upon the
transfer of the pension plan.
Identify participants who are listed in the IRS audit for participants over the age of 65 and included in
the list for the participants over the age of 70.5. Update the WaMu IRS audit information to eliminate
participants who are listed twice. Review all investor manager contracts for the WaMu pension plan.
Finalize schedule summarizing all investor manager contracts for the WaMu pension plan.
Finalize letter assigning the investor manager contracts for the WaMu pension plan to JPMC. Attend
weekly WaMu pension plan status call with WaMu and JPMC. Attend internal meeting discussing the
effective date check list. Review all vendor contracts outstanding for the WaMu pension plan. Create
a schedule summarizing all vendor contracts entered into by the WaMu pension plan. Research the
income tax withholding rules for four states, Georgia, Maryland, Minnesota, Rhode Island, and draft
response to income tax withholding rules for residents of those states.
Create index of participants whose late required minimum distributions payments are submitted in the
IRS. Review new vendor contract and update list of other vendor contracts. Attend weekly WaMu
pension plan status call with ACS, WaMu and JPMC. Draft assignment contract to assign the JPMC
contract for the WaMu pension plan to JPMC.
Update list of other vendor contracts for the WaMu pension plan for new contract between JPMC and
WMI. Draft assignment contract to assign the ACS contract to JPMC. Verify that all of the settlement
plans listed in the plan of reorganization have been identified as settlement plans in our records.
Attend internal meeting to discuss the WMI benefit plan task list status.
Attend meeting to discuss the status of WaMu post effective task list items. Attend internal meeting
to discuss reconciliation of claims subject to the settlement agreement. Attend weekly WaMu pension
plan call with WaMu and JPMC.
Attend weekly WaMu pension plan call with ACS, WaMu and JPMC. Review reconciliation of
settlement claims between the plan of reorganization and our variance file.
Attend meeting to discuss the transfer of the WaMu pension plan with a representative from the IRS
and JPMC. Draft email explaining the WaMu IRS Audit files transferred to JPMC.
22,260.00

April 16, 2012 Charles E. Smith General Counsel Washington

Transcription

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