AsTable of December 31, 2019, such remaining liquidation period is estimated to extend through October 2023 and has been estimated predominantly on a modified probability-weighted basis, which the GUC Trust believes is the most appropriate measurement basis under the circumstances. Where an outcome is estimated to be likely, the likely outcome has been used as the best estimate and no weight has been given to the unlikely outcome. In addition, consistent with the liquidation basis of accounting, no consideration has been given to potential outcomes to the extent there does not exist a reasonable basis for estimation. The remaining liquidation period is dependent predominantly on the estimate of the remaining period of time for resolution of litigation involving certain General Motors vehicle recalls described in Part II, Item 1 (“Legal Proceedings”). In addition, certain additional estimated time to wind down the GUC Trust following resolution of the litigation is included in the estimated liquidation period. Future developments in the General Motors vehicle recall litigation could extend the current estimate of such remaining period of time for resolution and, therefore, extend the estimated remaining liquidation period of the GUC Trust beyond October 2023. In addition, certain liquidation costs that are expected to be prepaid by the GUC Trust upon its dissolution have also been estimated and accrued. The GUC Trust’s estimates regarding the costs and remaining liquidation period may change in the near term, and such change may be material. Contents

TheTable GUC Trust recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authority, based on the technical merits of the position, review of available evidence and consultation with GUC Trust professionals. The GUC Trust’s tax liability with respect to its federal income tax returns for the year ended March 31, 2019 and all prior years are no longer subject to examination as a result of the application of Section 505(b) of the Bankruptcy Code. However, the amounts shown in the schedule below, which include capital loss carryovers as of March 31, 2019, along with net operating loss carryovers generated through March 31, 2019, could be subject to examination by the IRS in subsequent years if those losses are utilized. It is not expected that such losses will be utilized (on a net basis) in the future. As of December 31, 2019, there are no known items which would result in a significant accrual for uncertain tax positions. Contents

TerminationTable of the GUC Trust Contents

AsTable discussed above under “Critical Accounting Policies and Estimates,” under the liquidation basis of accounting, the GUC Trust was required upon its establishment to record reserves in respect of its expected costs associated with implementing the Plan and distributing the GUC Trust’s distributable assets. These costs consist principally of professional fees, governance costs and other liquidation and administrative costs. Contents

AsTable of December 31, 2019, the GUC Trust had approximately $59.1 million in reserves for liquidation and administrative costs that are estimated to be incurred through the winding up and conclusion of the GUC Trust, compared to approximately $59.8 million in reserves as of September 30, 2019. The following table summarizes in greater detail the changes in such reserves during the three months ended December 31, 2019: Contents

29Table of Contents

ForTable the quarter ended December 31, 2019, as a result of the standard quarterly reevaluations described above and reflecting the estimated remaining life of the GUC Trust for set aside purposes described above, the estimates of unfunded projected liquidation and administrative costs (including any Dividend Taxes and Investment Income Taxes) was increased by $5.0 million to $80.7 million. Such increase is primarily associated with an increase in expected legal fees associated with the General Motors vehicle recall litigation described in Part II, Item 1 (“Legal Proceedings”) below. Accordingly, as of December 31, 2019, the GUC Trust had set aside from distribution Distributable Cash of $80.7 million for the purposes of funding future projected liquidation and administrative costs of the GUC Trust. Contents

Forward-LookingTable Statements of Contents

“AdditionalTable Shares” means the additional shares of New GM Common Stock that New GM will be required to issue under the MSPA if the Bankruptcy Court finds that the estimated aggregate Allowed General Unsecured Claims against the Debtors exceed $35 billion. Contents

33Table of Contents

“ExcessTable GUC Trust Distributable Assets” means (i) Distributable Cash (previously New GM Securities) and Dividend Cash associated with such Distributable Cash (only if and to the extent such Distributable Cash (or New GM Securities) and Dividend Cash (a) are not required for the satisfaction of new Allowed General Unsecured Claims and (b) have not been set aside from distribution to fund projected liquidation and administrative costs, Dividend Taxes, Investment Income Taxes or Taxes on Distribution of the GUC Trust) and (ii) Other Administrative Cash available, if any, for distribution to the holders of GUC Trust Units. Contents

“IgnitionTable Switch Pre-Closing Accident Plaintiffs” means the various plaintiffs who filed actions against New GM seeking compensatory and other damages and other relief for personal injury and other claims allegedly arising from accidents that occurred before the Closing as a result of the underlying condition of the vehicles subject to the Ignition Switch Recall. Contents

“LossTable Carryovers” means capital loss carryovers and net operating loss carryovers of the GUC Trust. Contents

36Table of Contents

“SubjectTable Recall-Relatedof Actions” means the Recall-Related Actions that concern vehicles designed, manufactured or sold prior to the Closing Date, except for Personal Injury Actions related to accidents that occurred after the Closing Date. Contents

OnTable July 31, 2009, the Committee, on behalf of the Debtors, commenced the Term Loan Avoidance Action. Among other things, the Term Loan Avoidance Action sought the return of approximately $1.5 billion that had been transferred to a consortium of prepetition lenders (the “Secured Lenders”) pursuant to the terms of the order approving the DIP Credit Agreement on the theory that the prepetition filing of a particular UCC-3 termination statement had the effect of rendering such Secured Lenders’ previously perfected security interest in certain assets of the Debtors unperfected on the date of the Debtors’ bankruptcy filings. Contents

(ii)Table As a result of the due process violation, the provisions of the Sale Order which purport to shield New GM from any liability associated with its independent post-Sale actions can be modified, and the plaintiffs in the Ignition Switch Economic Loss Actions may proceed against New GM with respect to its independent post-Sale actions; Contents

FollowingTable briefing related to the Late Claims Motions, the GUC Trust engaged in discussions with counsel for certain Ignition Switch Economic Loss Action and Other Economic Loss Action plaintiffs, certain Ignition Switch Pre-Closing Accident Plaintiffs, and the Additional Pre-Closing Accident Plaintiffs regarding a potential settlement of certain issues underlying the Late Claims Motions. Such discussions meaningfully progressed, but never culminated in an executed settlement agreement (the “Proposed Plaintiff Settlement”). Instead, the GUC Trust entered into a “Forbearance Agreement” with New GM by which (i) the GUC Trust agreed not to seek an order estimating the claims of the plaintiffs in the Ignition Switch Economic Loss Actions and the Ignition Switch Personal Injury Actions or seek the issuance of Additional Shares from New GM until the final resolution of certain litigation, (ii) New GM agreed to pay the costs of the GUC Trust’s litigation in connection with the Late Claims Motions and related litigation, and (iii) New GM and the GUC Trust agreed to negotiate an appropriate rate of return from New GM should any GUC Trust distributions be held up solely due to the Late Claims Motions litigation. Contents

43Table of Contents

InTable its Annual Report on Form 10-K filed February 5, 2020, New GM also disclosed that over 100 putative class actions were pending against New GM in various courts in the United States and Canada seeking compensatory and other damages and other relief for economic losses allegedly resulting from one or more of the recalls announced in 2014 and/or the underlying condition of vehicles covered by those recalls. Certain of these over 100 cases, or the Ignition Switch Economic Loss Actions, concern the Ignition Switch Recall, certain other cases, or the Other Economic Loss Actions, concern recalls other than the Ignition Switch Recall, and yet others concern both the Ignition Switch Recall and one or more other recalls (such actions are described herein interchangeably as Ignition Switch Economic Loss Actions or Other Economic Loss Actions). In addition, New GM disclosed that several hundreds of other actions were pending against New GM in various courts in the United States and Canada seeking compensatory and other damages and other relief for personal injury and other claims allegedly arising from accidents that occurred as a result of the underlying condition of the vehicles subject to the recalls initiated by New GM. Certain of these cases, or the Ignition Switch Personal Injury Actions, concern the Ignition Switch Recall, certain other cases, or the Other Personal Injury Actions, concern recalls other than the Ignition Switch Recall, and yet others concern both the Ignition Switch Recall and one or more other recalls (such actions are described herein interchangeably as Ignition Switch Personal Injury Actions or Other Personal Injury Actions). Many of these plaintiffs have also sought the ability to file late proofs of claim against the GUC Trust (the “Late Claims Motions”). For additional information about the bankruptcy proceedings related to the Ignition Switch Economic Loss Actions, the Other Economic Loss Actions, and the Personal Injury Actions, see “General Motors Product Recalls” in Part II, Item 1 (“Legal Proceedings”) above. Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December 31~~June 30, ~~2019~~2020

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-00043

Motors Liquidation Company GUC Trust

(Exact name of registrant as specified in its charter)

Delaware		45-6194071
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
(State or other jurisdiction of		(IRS Employer
c/o Wilmington Trust Company, as trust administrator and trustee Attn: David A. Vanaskey Jr., Administrative Vice President Rodney Square North 1100 North Market Street Wilmington, Delaware		19890-1615
incorporation or organization)		Identification No.)
c/o Wilmington Trust Company, as trust administrator and trustee
Attn: David A. Vanaskey Jr.,
Administrative Vice President
Rodney Square North 1100 North Market Street
Wilmington, Delaware		19890-1615
(Address of principal executive offices)		(Zip Code)

(302) 636-6019

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Not Applicable

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒*

~~Indicate~~1934 ~~by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T~~ during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit~~file such ~~files~~reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒☐ No ☐☒*

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule

405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☒*

Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☒*

*	The registrant is not required to file reports pursuant to Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934, but has filed all reports required pursuant to the no-action letter of the Securities and Exchange Commission to the registrant dated May 23, 2012.

MOTORS LIQUIDATION COMPANY GUC TRUST

FORM 10-Q TABLE OF CONTENTS

		Page
	PART I-FINANCIAL INFORMATION
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Statements of Net Assets in Liquidation (Liquidation Basis), December 31, 2019 (unaudited) and March 31, 2019		1
	Condensed Statements of Net Assets in Liquidation (Liquidation Basis), June 30, 2020 (unaudited) and March 31, 2020		1
	Condensed Statements of Changes in Net Assets in Liquidation (Liquidation Basis), Three and Nine Months Ended December 31, 2019 and 2018 (unaudited)		2
	Condensed Statements of Changes in Net Assets in Liquidation (Liquidation Basis), Three Months Ended June 30, 2020 and 2019 (unaudited)		2
	Condensed Statements of Cash Flows (Liquidation Basis), Nine Months Ended December 31, 2019 and 2018 (unaudited)		3
	Condensed Statements of Cash Flows (Liquidation Basis), Three Months Ended June 30, 2020 and 2019 (unaudited)		3
	Notes to Condensed Financial Statements (unaudited)		4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1614
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		3831
Item 4.	Controls and Procedures		3931
	PART II—OTHER INFORMATION
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		3932
Item 1A.	Risk Factors		4433
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		4433
Item 3.	Defaults Upon Senior Securities		4533
Item 4.	Mine Safety Disclosures		4533
Item 5.	Other Information		4533
Item 6.	Exhibits		4534

Motors Liquidation Company GUC Trust

CONDENSED STATEMENTS OF NET ASSETS IN LIQUIDATION (LIQUIDATION BASIS)

(Dollars in thousands)

	December 31,2019		March 31,2019
	June 30,2020		March 31,2020
	Unaudited
	(Unaudited)
ASSETS
Cash and Cash Equivalents (Note 3)	$	3,~~022~~027	$	142,~~825~~850
Marketable Securities (Note 3)		~~432~~130,~~322~~013		~~503~~392,~~228~~777
Accrued Investment Income (Note 3)		~~16,584~~553		312,~~552~~096
Other Assets (Note 2)		118		665
TOTAL ASSETS		133,593		437,723
TOTAL ASSETS		452,046		537,270
LIABILITIES
Accounts Payable and Other Liabilities		12,~~863~~556		32,~~327~~378
Liquidating Distributions Payable (Note 4)		~~323~~54,~~537~~314		1351,~~785~~876
Reserves for Expected Costs of Liquidation (Note 6)		59,065		37,485
Contingent Settlement Obligation (Note 3)		48,000		48,000
Reserves for Residual Wind-Down Claims and Costs (Note 6)		169		169
Reserves for Expected Costs of Liquidation (Note 6)		21,261		28,712
TOTAL LIABILITIES		384,634		42,766
Reserves for Residual Wind-Down Claims and Costs (Note 6)		178		177
NET ASSETS IN LIQUIDATION (Note 3)	$	67,412	$	494,504
TOTAL LIABILITIES		126,309		431,143
NET ASSETS IN LIQUIDATION (Note 3)	$	7,284	$	6,580

See Accompanying Notes to Condensed Financial Statements.

Motors Liquidation Company GUC Trust

CONDENSED STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION (LIQUIDATION BASIS) (UNAUDITED) (Dollars in thousands)

(Dollars in thousands)


	Three Months Ended June 30,
	2020			2019
Net Assets in Liquidation, beginning of period	$	6,580		$	494,504
Increase (decrease) in net assets in liquidation:
Net reduction in reserves for Expected Costs of Liquidation and Residual Wind-Down Claims and Costs (Note 6)		2,618			4,013
Liquidating distributions (Note 4)		(1,943	)		—
Dividend and interest income (net reversal) (Note 3)		29			(15,753	)

Net increase (decrease) in net assets in liquidation		704			(11,740	)

Net Assets in Liquidation, end of period	$	7,284		$	482,764

	Three MonthsEndedDecember 31,						Nine MonthsEndedDecember 31,
	2019			2018			2019			2018
Net Assets in Liquidation, beginning of period	$	63,862		$	481,757		$	494,504		$	464,803
Increase (decrease) in net assets in liquidation:
Additions to reserves for Expected Costs of Liquidation (Note 6)		(1,634	)		(855	)		(29,138	)		(9,434	)
Net reversal of liquidating distributions (liquidating distributions) (Note 4)		5,032			—			(389,532	)		—
Reversal of contingent settlement obligation (Note 3)		—			—			—			15,000
Interest and dividend income (net reversal of interest and dividend income) (Note 3)		152			14,178			(8,422	)		24,711
Other income (Note 2)		—			360			—			360
Net increase (decrease) in net assets in liquidation		3,550			13,683			(427,092	)		30,637
Net Assets in Liquidation, end of period	$	67,412		$	495,440		$	67,412		$	495,440

See Accompanying Notes to Condensed Financial Statements.

Motors Liquidation Company GUC Trust

CONDENSED STATEMENTS OF CASH FLOWS (LIQUIDATION BASIS) (UNAUDITED)

(Dollars in thousands)

	Nine Months EndedDecember 31,
	Three Months EndedJune 30,
	2019			2018
	2020			2019
Cash flows from (used in) operating activities
Cash receipts from interest and dividends	$	61,~~546~~572		$	73,~~328~~094
Cash paid for professional fees, governance costs and other administrative costs		(82,~~475~~654	)		(102,~~398~~992	)
Cash paid for liquidating distributions		(67,780	)		(33	)
Cash paid for liquidating distributions, net		(299,505	)		—
Cash receipts for refunds		—			7
Cash paid for noticing costs		(2,000	)		—
Net cash flows used in operating activities		(69,709	)		(3,096	)
Net cash flows (used in) from operating activities		(302,587	)		102
Cash flows from (used in) investing activities
Cash used to purchase marketable securities		(186,~~729,379~~372	)		(3973,~~275,108~~880	)
Cash from maturities and sales of marketable securities		1349,~~800,285~~136			3973,~~278,038~~793
Net cash flows from investing activities		70,906			2,930
Net cash flows from (used in) investing activities		262,764			(87	)
Net increase (decrease) in cash and cash equivalents		1,197			(166	)
Net (decrease) increase in cash and cash equivalents		(39,823	)		15
Cash and cash equivalents, beginning of period		142,~~825~~850			21,~~563~~825
Cash and cash equivalents, end of period	$	3,~~022~~027		$	21,~~397~~840

The GUC Trust has not presented a reconciliation from net income to cash flow from operations. As an entity in liquidation, the GUC Trust does not have continuing operations that result in the measurement of net income as that term is used by generally accepted accounting principles to measure results of operations.

See Accompanying Notes to Condensed Financial Statements.

Motors Liquidation Company GUC Trust

Notes to Condensed Financial Statements

~~December 31~~June 30, ~~2019~~2020

1. Description of Trust and Reporting Policies

The Motors Liquidation Company GUC Trust (“GUC Trust”) is a successor to Motors Liquidation Company (formerly known as General Motors Corp.) (“MLC”) within the meaning of Section 1145 of the United States Bankruptcy Code (“Bankruptcy Code”). The GUC Trust holds, administers and directs the distribution of certain assets pursuant to the terms and conditions of the Second Amended and Restated Motors Liquidation Company GUC Trust Agreement (the “GUC Trust Agreement”), dated as of July 30, 2015, and as amended from time to time, and pursuant to the Second Amended Joint Chapter 11 Plan (the “Plan”), dated March 18, 2011, of MLC and its debtor affiliates (collectively, along with MLC, the “Debtors”), for the benefit of holders of allowed general unsecured claims against the Debtors (“Allowed General Unsecured Claims”).

The GUC Trust was formed on March 30, 2011, as a statutory trust under the Delaware Statutory Trust Act, for the purposes of implementing the Plan and distributing the GUC Trust’s distributable assets. Wilmington Trust Company serves as trustee and trust administrator of the GUC Trust (in such capacity, and not in its individual capacity, the “GUC Trust Administrator”), and FTI Consulting, Inc. serves as trust monitor of the GUC Trust (in such capacity, and not in its individual capacity, the “GUC Trust Monitor”). Prior to the liquidation in July and August 2015 of all New GM Securities (as defined below) then held by the GUC Trust (pursuant to the Liquidation Order (as defined below)), the Plan (as qualified by the Liquidation Order) generally provided for the distribution of certain shares of common stock (“New GM Common Stock”) of the new General Motors Company, formerly known as NGMCO, Inc. (“New GM”) and any associated Dividend Cash (as defined below) and certain warrants for the purchase of shares of such stock (the “New GM Warrants,” and, together with the New GM Common Stock, the “New GM Securities”) to holders of Allowed General Unsecured Claims pro rata by the amount of such claims. Since such liquidation of the New GM Securities, distributions to holders of Allowed General Unsecured Claims consist entirely of cash distributions in lieu of New GM Securities. In addition, prior to the qualification by the Liquidation Order and the resulting subsequent liquidation of New GM Securities, the Plan provided that each holder of an Allowed General Unsecured Claim would obtain, in the form of GUC Trust Units (as defined below), a contingent right to receive, on a pro rata basis, additional shares of New GM Common Stock (and associated Dividend Cash) and New GM Warrants (if and to the extent such New GM Common Stock and New GM Warrants were not required for the satisfaction of previously Disputed General Unsecured Claims (as defined in Note 2), Term Loan Avoidance Action Claims (as defined in Note 2) or liquidation for the payment of the expenses and liabilities of the GUC Trust), and certain cash, if any, remaining at the dissolution of the GUC Trust. Since the aforementioned liquidation of all New GM Securities previously held by the GUC Trust, the holders of GUC Trust Units have a contingent right to receive additional cash, in lieu of New GM Securities, if any, remaining at the dissolution of the GUC Trust.

By order dated July 2, 2015 (the “Liquidation Order”), the Bankruptcy Court approved the conversion of the GUC Trust’s holdings of New GM Securities into cash. To effect such conversion, on July 7, 2015, the GUC Trust converted all of its holdings of New GM Warrants into New GM Common Stock in a cashless exercise. In total, the GUC Trust converted (i) 10,352,556 New GM Series A Warrants (defined below) into 7,407,155 shares of New GM Common Stock, and (ii) 10,352,556 New GM Series B Warrants (defined below) into 4,953,635 shares of New GM Common Stock. Thereafter, the GUC Trust sold all of its holdings of New GM Common Stock for net proceeds aggregating $741.7 million, having completed all such sales on August 5, 2015. As a result, all distributions by the GUC Trust thereafter in respect of any Allowed General Unsecured Claims (including in respect of the ~~GUC~~ GUC Trust Units) are made solely in cash. Pursuant to the Liquidation Order, the proceeds of such liquidation (net of applicable costs, fees, and expenses paid in respect thereof) were allocated to the beneficiaries of the GUC Trust on a pro rata ~~basis~~ basis in the following manner:

(a)

A GUC Trust beneficiary’s entitlement to a particular number of New GM Warrants that were exercised was converted into an entitlement to receive the number of shares of New GM Common Stock into which such New GM Warrants were exercised. Such conversions were 0.71549 shares of New GM Common Stock for each New GM Series A Warrant and 0.47849 shares of Common Stock for each New GM Series B Warrant; and

(b)

A GUC Trust beneficiary’s entitlement to a particular number of shares of New GM Common Stock that were liquidated (including the exercised New GM Warrants as set forth above) was converted into an entitlement to receive an amount of cash equal to the weighted average sales price (net of any applicable costs, fees, and expenses paid in respect thereof) of all of the New GM Common Stock sold, multiplied by the number of shares of New GM Common Stock to which such GUC Trust beneficiary would otherwise be entitled (including exercised New GM Warrants as set forth above). Such weighted average sales price for the GUC Trust’s holdings of New GM Common Stock that were sold subsequent to June 30, 2015 was $31.23 per share.

Following the liquidation described above, the GUC Trust has invested most of the proceeds in certain marketable securities as permitted under the GUC Trust Agreement. The amount of cash and cash equivalents and marketable securities held for distribution to GUC Trust beneficiaries, including Dividend Cash, is referred to herein as Distributable Cash.

~~Following~~The GUC Trust exists solely for the purpose of resolving claims, distributing Distributable Cash (following the aforementioned liquidation ~~described~~of ~~above~~all New GM Securities) and winding down the affairs of MLC, all in accordance with a plan of liquidation of MLC approved by the Bankruptcy Court and the Liquidation Order. Accordingly, the GUC Trust has ~~invested~~prepared ~~most~~the accompanying offinancial statements on the ~~proceeds~~liquidation basis of accounting in ~~certain marketable~~accordance ~~securities~~with asaccounting ~~permitted~~principles ~~under~~generally accepted in the ~~GUC~~United ~~Trust~~States ~~Agreement~~of America (“U.S. ~~The~~GAAP”). Under the liquidation basis of accounting, assets are stated at their estimated realizable value, which is the non-discounted amount of cash ~~and~~into ~~cash~~which ~~equivalents~~an asset is expected to be converted during the liquidation period, while liabilities continue to be recognized at the amount required by other U.S. GAAP, and ~~marketable~~are ~~securities~~not ~~held~~remeasured to reflect any anticipation that an entity will be legally released from an obligation. Additionally, under the liquidation basis of accounting, a reserve is established for ~~distribution~~estimated costs expected to ~~GUC~~be ~~Trust~~incurred ~~beneficiaries,~~during ~~including~~the ~~Dividend~~liquidation ~~Cash~~period. Such costs are accrued when there is a reasonable basis for estimation. Also, an accrual is ~~referred~~made for estimated income or cash expected to ~~herein~~be received over the liquidation period to the extent that a reasonable basis for estimation exists. These estimates are periodically reviewed and adjusted as ~~Distributable~~appropriate. The valuation of assets at realizable value, the accrual for investment income on marketable securities expected to be ~~Cash~~received over the liquidation period and reserves for expected liquidation costs represent estimates, based on present facts and circumstances known to the GUC Trust Administrator, and are subject to change.

~~The~~As ~~GUC~~described ~~Trust~~above, ~~exists~~the ~~solely~~beneficiaries ~~for~~of the ~~purpose~~GUC ofTrust ~~resolving~~are ~~claims,~~holders ~~distributing~~of ~~Distributable~~Allowed ~~Cash~~General Unsecured Claims (~~following~~to the ~~aforementioned~~extent ~~liquidation~~their ofliquidating ~~all~~distributions have not ~~New~~yet GMbeen ~~Securities~~paid to them) and ~~winding~~holders ~~down~~of ~~the~~GUC ~~affairs~~Trust ofUnits ~~MLC,~~(“Trust ~~all~~Beneficiaries”). inAs ~~accordance~~Disputed ~~with~~General aUnsecured ~~plan~~Claims ofand ~~liquidation~~Term ofLoan ~~MLC~~Avoidance ~~approved~~Action byClaims ~~the~~were ~~Bankruptcy~~resolved ~~Court~~ and ~~the~~allowed ~~Liquidation~~and ~~Order.~~thereby ~~Accordingly,~~became ~~the~~Allowed ~~GUC~~General ~~Trust~~Unsecured ~~has~~Claims, ~~prepared~~ the ~~accompanying financial statements on~~ ~~the~~holders ~~liquidation~~thereof ~~basis~~became ofentitled ~~accounting~~to inreceive ~~accordance~~liquidating ~~with~~distributions ~~accounting~~of ~~principles~~Distributable ~~generally~~Cash ~~accepted~~(including inDividend ~~the~~Cash) ~~United~~and ~~States~~GUC ofTrust ~~America~~Units ~~(“U.S.~~pro ~~GAAP”).~~rata ~~Under~~by the ~~liquidation~~amount ~~basis~~ of ~~accounting,~~such ~~assets~~claims. ~~are~~Upon ~~stated~~such ~~at their estimated realizable value~~occurrence, ~~which is~~ the ~~non-discounted~~GUC ~~amount~~Trust ofincurred ~~cash into which~~ an ~~asset~~obligation ~~is expected~~ to bedistribute Distributable ~~converted~~Cash ~~during~~and, ~~the liquidation period~~accordingly, ~~while~~liquidating ~~liabilities~~distributions ~~continue~~payable towere berecorded ~~recognized~~in at the amount ~~required~~of byDistributable ~~other~~Cash ~~U.S. GAAP,~~(previously ~~and~~the ~~are~~fair ~~not~~value ~~remeasured~~of toNew ~~reflect~~GM ~~any~~Securities) ~~anticipation~~ that anthe ~~entity~~GUC ~~will~~Trust bewas ~~legally~~obligated ~~released~~to ~~from~~distribute anas ~~obligation.~~of ~~Additionally, under~~ the ~~liquidation~~end ~~basis~~ of ~~accounting,~~the aperiod ~~reserve~~in which isthe ~~established~~Disputed ~~for~~General ~~estimated~~Unsecured ~~costs~~Claims ~~expected~~and toTerm beLoan ~~incurred~~Avoidance ~~during the~~Action ~~liquidation~~Claims ~~period.~~were ~~Such~~resolved ~~costs~~as ~~are~~Allowed ~~accrued~~General ~~when~~Unsecured ~~there~~Claims. isPrior ato ~~reasonable~~the ~~basis~~resolution ~~for~~and ~~estimation.~~allowance ~~Also,~~of anDisputed ~~accrual~~General isUnsecured ~~made~~Claims ~~for~~and ~~estimated~~Term ~~income~~Loan orAvoidance ~~cash~~Action ~~expected~~Claims, liabilities towere benot ~~received~~recorded ~~over~~for the ~~liquidation~~conditional ~~period~~obligations toassociated ~~the~~with ~~extent~~Disputed ~~that~~General aUnsecured ~~reasonable~~Claims ~~basis~~and ~~for estimation~~Term ~~exists.~~Loan ~~These~~Avoidance ~~estimates~~Action ~~are periodically reviewed and adjusted as appropriate~~Claims. ~~The valuation of assets at realizable value~~Rather, the ~~accrual~~beneficial ~~for~~interests ~~investment~~of ~~income~~GUC onTrust ~~marketable~~beneficiaries ~~securities~~in ~~and~~the ~~cash~~residual ~~equivalents~~assets ~~expected~~of ~~to be received over~~ the GUC ~~liquidation~~Trust ~~period~~were ~~and~~reflected ~~reserves~~in ~~for~~Net ~~expected~~Assets ~~liquidation~~in ~~costs~~Liquidation ~~represent~~of ~~estimates, based on present facts and circumstances known to~~ the GUC Trust ~~Administrator,~~in ~~and~~the ~~are~~financial ~~subject to change~~statements.

AsThe ~~described~~accompanying ~~above,~~(a) condensed ~~the~~statement ~~beneficiaries~~ of ~~the~~net assets ~~GUC~~in ~~Trust~~liquidation ~~are~~as ~~future~~of ~~holders~~March ~~and~~31, to2020, ~~the~~which ~~extent~~has ~~their~~been ~~liquidating~~derived ~~distributions~~from ~~have~~audited ~~not~~financial ~~yet been paid to them~~statements, ~~current~~ ~~holders of Allowed General Unsecured Claims~~ and ~~future and current holders of GUC Trust Units~~ (~~“Trust Beneficiaries”~~b). the Asunaudited ~~Disputed~~interim ~~General~~condensed ~~Unsecured~~financial ~~Claims~~statements ~~and~~have ~~Term~~been ~~Loan~~prepared ~~Avoidance~~in ~~Action~~accordance ~~Claims~~with ~~are resolved and allowed and thereby become Allowed General Unsecured Claims,~~ the ~~holders~~instructions ~~thereof become entitled~~ to ~~receive~~Form ~~liquidating~~10-Q ~~distributions~~and, oftherefore, ~~Distributable~~do ~~Cash~~not ~~(including~~include ~~Dividend~~all ~~Cash)~~information and ~~GUC~~footnotes ~~Trust~~required ~~Units pro rata~~ by ~~the~~U.S. ~~amount~~GAAP offor ~~such~~complete ~~claims~~financial statements. ~~Upon~~The ~~such occurrence, the~~ GUC Trust ~~incurs~~believes anall ~~obligation~~adjustments, tonormal ~~distribute~~and ~~Distributable~~recurring ~~Cash~~in ~~and~~nature, ~~accordingly,~~considered ~~liquidating~~necessary for ~~distributions~~a ~~payable~~fair ~~are~~presentation ~~recorded~~have inbeen ~~the~~included. ~~amount~~The ofchanges ~~Distributable~~in ~~Cash~~net ~~(previously~~assets ~~the~~in ~~fair~~liquidation ~~value~~for ~~of New GM Securities) that~~ the ~~GUC~~three ~~Trust~~months isended ~~obligated~~June 30, ~~to distribute~~2020 asare ofnot ~~the~~necessarily ~~end~~indicative of the ~~period~~changes in ~~which~~net ~~the~~assets ~~Disputed~~that ~~General~~may ~~Unsecured~~be ~~Claims~~expected ~~and~~for ~~Term~~the ~~Loan~~full ~~Avoidance~~year. ~~Action~~The ~~Claims~~GUC ~~are~~Trust believes ~~resolved~~that, asalthough ~~Allowed~~the ~~General~~disclosures ~~Unsecured~~contained ~~Claims.~~herein ~~Prior~~are adequate to prevent the ~~resolution~~information ~~and~~presented ~~allowance~~from ofbeing ~~Disputed~~misleading, ~~General~~the ~~Unsecured~~accompanying ~~Claims and~~interim ~~Term~~condensed ~~Loan~~financial ~~Avoidance~~statements ~~Action~~should ~~Claims,~~be ~~liabilities~~read ~~are~~in ~~not~~conjunction ~~recorded~~with ~~for~~ the ~~conditional~~GUC ~~obligations~~Trust’s financial ~~associated~~statements ~~with~~for ~~Disputed~~the ~~General~~year ~~Unsecured~~ended ~~Claims~~March ~~and~~31, ~~Term~~2020 ~~Loan~~included ~~Avoidance~~in ~~Action Claims. Rather,~~ the ~~beneficial~~Annual ~~interests~~Report ofon ~~GUC~~Form ~~Trust~~10-K ~~beneficiaries in~~filed ~~the~~by ~~residual assets of~~ the GUC Trust ~~are~~with ~~reflected~~the inSecurities ~~Net~~and ~~Assets~~Exchange inCommission ~~Liquidation~~(“SEC”) ofon ~~the~~June ~~GUC~~3, ~~Trust in the financial statements~~2020.

The accompanying (a) condensed statement of net assets in liquidation as of March 31, 2019, which has been derived from audited financial statements, and (b) the unaudited interim condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and footnotes required by U.S. GAAP for complete financial statements. The GUC Trust believes all adjustments, normal and recurring in nature, considered necessary for a fair presentation have been included. The changes in net assets in liquidation for the three and nine months ended December 31, 2019 are not necessarily indicative of the changes in net assets that may be expected for the full year. The GUC Trust believes that, although the disclosures contained herein are adequate to prevent the information presented from being misleading, the accompanying interim condensed financial statements should be read in conjunction with the GUC Trust’s financial statements for the year ended March 31, 2019 included in the Annual Report on Form 10-K filed by the GUC Trust with the Securities and Exchange Commission (“SEC”) on June 4, 2019.

The preparation of condensed financial statements in conformity with U.S. GAAP requires the GUC Trust Administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities and are subject to change.

Changes to U.S. GAAP are made by the FASB in the form of accounting standards updates (ASUs) to the FASB’s Accounting Standards Codification ~~(ASC)~~. The GUC Trust considers the applicability and impact of all ASUs. ASUs not noted herein were assessed and determined to be not applicable. Effective July 1, 2019, the GUC Trust early adopted ASU 2018-13, which amends the disclosure requirements for Fair Value Measurement (ASC Topic 820). Such adoption did not have a significant impact on the GUC Trust’s condensed financial statements.

2. Plan of Liquidation

On March 31, 2011, the date the Plan became effective (the “Effective Date”), there were approximately $29,771 million in Allowed General Unsecured Claims. In addition, as of the Effective Date, there were approximately $8,154 million in disputed general unsecured claims which reflected liquidated disputed claims and a Bankruptcy Court ordered distribution reserve for unliquidated disputed claims (“Disputed General Unsecured Claims”), but did not reflect Term Loan Avoidance Action Claims. The total aggregate amount of general unsecured claims, both allowed and disputed, asserted against the Debtors, inclusive of the Term Loan Avoidance Action Claims, was approximately $39,425 million as of the Effective Date.

Pursuant to the GUC Trust Agreement, holders of Disputed General Unsecured Claims became entitled to receive a distribution of Distributable Cash from the GUC Trust if, and to the extent that, such Disputed General Unsecured Claims became Allowed General Unsecured Claims (such claims, “Resolved Disputed Claims”). Under the GUC Trust Agreement, the GUC Trust Administrator had the authority to file objections to such Disputed General Unsecured Claims and such claims could be prosecuted through alternative dispute resolution proceedings, including mediation and arbitration, if appropriate. As of ~~December~~June 3130, ~~2019~~2020, there were no remaining Disputed General Unsecured Claims.

Only one avoidance action, captioned Official Committee of Unsecured Creditors of Motors Liquidation Co. v. JPMorgan Chase Bank, N.A. et al., Adv. Pro. No. 09-00504 (Bankr. S.D.N.Y. July 31, 2009) (the “Term Loan Avoidance Action”), was commenced prior to the statutory deadline for commencing such actions. The Term Loan Avoidance Action was commenced by the Official Committee of Unsecured Creditors of Motors Liquidation Company (the “Committee”), and, among other things, sought the return of approximately $1.5 billion that had been transferred by the Debtors (with funds advanced after the commencement of the Debtors’ chapter 11 cases by the United States Treasury and Export Development Canada (together, the “DIP Lenders”)) to a consortium of prepetition lenders pursuant to the terms of the order of the Bankruptcy Court. On December 15, 2011, in accordance with the Plan, upon the dissolution of MLC, the Term Loan Avoidance Action was transferred to the ~~Avoidance~~trust ~~Action~~established ~~Trust~~under ~~(as~~the ~~defined~~Plan ~~below).~~for Asthe purpose ~~previously~~of ~~disclosed~~holding and asprosecuting ~~further described~~the inTerm ~~Part~~Loan ~~II,~~Avoidance ~~Item~~Action 1 (“~~Legal~~the ~~Proceedings~~Avoidance Action Trust”). As previously disclosed, a settlement was reached among the parties to the Term Loan Avoidance Action pursuant to which approximately $231.0 million was recovered on July 1, 2019 by the Avoidance Action Trust from the defendants to the Term Loan Avoidance Action. Pursuant to the GUC Trust Agreement, on July 1, 2019, such defendants received Allowed General Unsecured Claims against the GUC Trust in the amount so disgorged to the Avoidance Action Trust (such allowed general unsecured claims “Resolved Term Loan Avoidance Action Claims,” and together with Resolved Disputed Claims, the “Resolved Allowed Claims”). Accordingly, the holders of the Resolved Term Loan Avoidance Action Claims became entitled to receive a distribution from the GUC Trust of approximately $68.5 million. As of December 31, 2019, approximately $67.8 million had been distributed by the GUC Trust to such holders. Pursuant to the Plan, no funds reclaimed from the prepetition lenders in the Term Loan Avoidance Action were transferred to or otherwise benefited the GUC Trust or will be distributed on account of GUC Trust Units.

~~Upon the dissolution of MLC on December 15, 2011, MLC transferred $0.~~5 ~~million~~ to the Avoidance Action Trust for the purposes of funding any potential public reporting requirements of the Avoidance Action Trust, in which funds the GUC Trust holds a residual interest to the extent unused by the Avoidance Action Trust. The expected repayment aggregated approximately $0.4 million and was accrued in the quarter ended December 31, 2018. Such expected repayment was included in other assets in the accompanying Statements of Net Assets in Liquidation as of March 31, 2019. The balance was collected during the quarter ended December 31, 2019.

claims “Resolved Term Loan Avoidance Action Claims,” and together with Resolved Disputed Claims, the “Resolved Allowed Claims”). Accordingly, the holders of the Resolved Term Loan Avoidance Action Claims became entitled to receive a distribution from the GUC Trust of approximately $68.5 million. As of June 30, 2020, approximately $67.6 million had been distributed by the GUC Trust to such holders. Pursuant to the Plan, no funds reclaimed from the prepetition lenders in the Term Loan Avoidance Action were transferred to or otherwise benefited the GUC Trust or will be distributed on account of GUC Trust Units.

GUC Trust Distributable Assets

Pursuant to the terms of the Plan, the Bankruptcy Court authorized the distribution by New GM of 150 million shares of New GM Common Stock, warrants to acquire 136,363,635 newly issued shares of New GM Stock with an exercise price set at $10.00 per share that would have expired on July 10, 2016 (“New GM Series A Warrants”), and warrants to acquire 136,363,635 newly issued shares of New GM Stock with an exercise price set at $18.33 per share that would have expired on July 10, 2019 (“New GM Series B Warrants”). Record ownership of the New GM Securities was held by MLC for the benefit of the GUC Trust until the dissolution of MLC on December 15, 2011, at which time record ownership was transferred to the GUC Trust.

As described above, pursuant to the Liquidation Order, during July and August 2015, all of the GUC Trust’s holdings of New GM Securities were liquidated and, following such liquidation, the GUC Trust’s Distributable Assets principally consist of Distributable Cash. Substantially all of such Distributable Cash is invested in certain marketable securities as permitted under the GUC Trust Agreement.

Prior to the liquidation of all of its holdings of New GM Common Stock, the GUC Trust received dividends on such New GM Common Stock aggregating ~~approximately~~ $24.7 million. Such dividends are required to be applied to the same purpose as the New GM Common Stock to which such dividends relate. When the portion of Distributable Cash applicable to the proceeds from the liquidation of New GM Common Stock is distributed to holders of ~~subsequently~~Allowed ~~allowed Disputed~~ General Unsecured Claims or GUC Trust Units, ~~Term~~then the dividends relating to such Distributable Cash are also distributed to such holders. When, however, Distributable Cash is appropriated in accordance with the GUC Trust Agreement to fund the costs and liabilities of the GUC Trust, then, in that case, the dividends relating to such Distributable Cash are applied to such costs and liabilities of the GUC Trust and (just like the appropriated Distributable Cash) are maintained as Other Administrative Cash (as defined below). Because such dividends are applied to the same purposes as the associated Distributable Cash, any references in this Quarterly Report on Form 10-Q to Distributable Cash should be understood to include the dividends relating to such Distributable Cash, unless expressly stated otherwise. The amount of cash and cash equivalents and marketable securities held by the GUC Trust that relates to dividends received by the GUC Trust on New GM Common Stock previously held by the GUC Trust is referred to as Dividend Cash and is included in the amount of cash and cash equivalents and marketable securities held for distribution to GUC Trust beneficiaries that is referred to herein as Distributable Cash (except to the extent of dividends relating to appropriated Distributable Cash that is classified as Other Administrative Cash following such appropriation).

Loan Avoidance Action Claims and GUC Trust Units, then the dividends relating to such Distributable Cash are also distributed to such holders. When, however, Distributable Cash is appropriated in accordance with the GUC Trust Agreement to fund the costs and liabilities of the GUC Trust, then, in that case, the dividends relating to such Distributable Cash are applied to such costs and liabilities of the GUC Trust and (just like the appropriated Distributable Cash) are maintained as Other Administrative Cash (as defined below). Because such dividends are applied to the same purposes as the associated Distributable Cash, any references in this Quarterly Report on Form 10-Q to Distributable Cash should be understood to include the dividends relating to such Distributable Cash, unless expressly stated otherwise. The amount of cash and cash equivalents and marketable securities held by the GUC Trust that relates to dividends received by the GUC Trust on New GM Common Stock previously held by the GUC Trust is referred to as Dividend Cash and is included in the amount of cash and cash equivalents and marketable securities held for distribution to GUC Trust beneficiaries that is referred to herein as Distributable Cash (except to the extent of dividends relating to appropriated Distributable Cash that is classified as Other Administrative Cash following such appropriation).

Funding for GUC Trust Costs of Liquidation

The GUC Trust has incurred and will continue to incur certain costs to liquidate the trust assets and implement the Plan. On or about the Effective Date, pursuant to the Plan, MLC contributed approximately $52.7 million to the GUC Trust to be held and maintained by the GUC Trust Administrator (the “Administrative Fund”) for the purpose of paying certain fees and expenses (including certain tax obligations) incurred by the GUC Trust (including fees of the GUC Trust Administrator and the GUC Trust Monitor and the fees and expenses for professionals retained by the GUC Trust (“GUC Trust Professionals”)), other than the Reporting Costs, as defined below (“Wind-Down Costs”). As of ~~December 31~~June 30, ~~2019~~2020, the remaining Administrative Fund aggregated ~~approximately~~ $1.21 million (consisting of cash and cash equivalents and marketable securities). Such remaining amount of the Administrative Fund has been designated for the satisfaction of certain specifically identified costs and liabilities of the GUC Trust, and such amount may not be used for the payment of GUC Trust Professionals’ fees and expenses or other Wind-Down Costs. Pursuant to the GUC Trust Agreement, cash or investments from the Administrative Fund, if any, which remain at the winding up and conclusion of the GUC Trust must be returned to the DIP Lenders.

The GUC Trust Agreement authorized the GUC Trust to liquidate approximately $5.7 million of New GM Securities (the “Initial Reporting Cash”) shortly after the Effective Date for the purposes of funding certain fees and expenses of the GUC Trust (the “Reporting Costs”), including those directly or indirectly relating to (i) reports to be prepared and filed by the GUC Trust pursuant to applicable rules, regulations and interpretations of the SEC, (ii) the transfer, registration for transfer and certification of GUC Trust Units, (iii) the application by the Committee to the Internal Revenue Service (“IRS”) for a private letter ruling regarding the tax treatment of the GUC Trust and the holders of Allowed General Unsecured Claims in respect to the distribution of New GM Securities, and (iv) certain legal proceedings relating to the Term Loan Avoidance Action. The GUC Trust Agreement provides that the Administrative Fund may not be utilized to satisfy any Reporting Costs.

The GUC Trust Agreement provides that, to the extent the GUC Trust Administrator determines that the Administrative Fund is not sufficient to satisfy the current or projected Wind-Down Costs or the Initial Reporting Cash is not sufficient to satisfy the current or projected Reporting Costs, the GUC Trust Administrator, with the approval of the GUC Trust Monitor, is authorized to set aside Distributable Cash from distribution for these purposes. The GUC Trust Administrator may then appropriate such Distributable Cash to fund the Wind-Down Costs and/or Reporting Costs with the required approval of the Bankruptcy Court. Distributable Cash that is set aside and/or appropriated in this manner will not be available for distribution to the beneficiaries of GUC Trust Units, and any appropriation of Distributable Cash (including related Dividend Cash) will be classified as “Other Administrative Cash” under the GUC Trust Agreement. The setting aside (or appropriation) of Distributable Cash, including Dividend Cash, itself is not, and has not been, reflected in the Condensed Statements of Net Assets in Liquidation or any of the other financial statements of the GUC Trust. Separate from this process of setting aside (or appropriating) Distributable Cash to satisfy unfunded projected costs and expenses of the GUC Trust, as a matter of financial reporting, the GUC Trust records reserves in its Statement of Net Assets in Liquidation (the source of funding of which is not addressed therein) for all expected costs of liquidation for which there is a reasonable basis for estimation. For this reason, among others, there is not a direct relationship between the amount of such reserves reflected in the Statement of Net Assets in Liquidation and the amount of any Distributable Cash that is set aside (or appropriated) for current or projected costs and expenses of the GUC Trust. Adjustments to the Reserves for Expected Costs of ~~Liquidation as reported in the~~ Statement of Net Assets in Liquidation are recorded only when there is a reasonable basis for estimation of the expected incurrence of additional costs or a reduction in expected costs. For more information regarding the Reserves for Expected Costs of Liquidation reflected in the accompanying Condensed Statement of Net Assets in Liquidation, see Note 6.

~~Prior~~6 to the liquidation of all New GM Securities in July and August 2015 described above, the GUC Trust was authorized, with the approval of the GUC Trust Monitor, to set aside from distribution New GM Securities for the funding purposes described above and to sell such set aside New GM Securities with the approval of the Bankruptcy Court. The Bankruptcy Court previously approved in March and December 2012, and again in January 2015, the sale of New GM Securities to fund the then current and projected costs and expenses of the GUC Trust. The March 2012 Bankruptcy Court order also authorized the sale of further New GM Securities aggregating approximately $13.7 million for the purpose of funding certain fees, costs and expenses of the Avoidance Action Trust

~~and~~Liquidation ~~the~~as ~~transfer~~reported ~~of the sale proceeds to the Avoidance Action Trust (such sale proceeds were so transferred~~ in ~~May 2012). Prior to~~ the ~~liquidation~~financial ofstatements ~~all~~are ~~New~~recorded GMonly ~~Securities~~when ~~described~~there ~~above,~~is ~~sales of~~a ~~New~~reasonable GMbasis ~~Securities~~for toestimation ~~fund projected Wind-Down Costs and Reporting Costs through calendar year 2015 aggregated approximately $61.7 million, including Dividend Cash~~ of ~~$0.2 million and~~ the ~~Initial~~expected ~~Reporting~~incurrence ~~Cash (which amounts comprised part~~ of ~~the~~additional ~~GUC~~costs ~~Trust’s~~or ~~Other~~a ~~Administrative~~reduction ~~Cash).~~in ~~Such securities sold aggregated 1,043,801 shares of New GM Common Stock, 948,887 New GM Series A Warrants and 948,887 New GM Series B Warrants. In December 2015, February 2017, March 2018 and~~expected ~~January 2019, the Bankruptcy Court approved the appropriation of Distributable Cash aggregating approximately $48.0 million to fund the projected~~ costs ~~and expenses of the GUC Trust through calendar year 2019~~. ~~Such~~For ~~appropriation~~more ~~reduced Distributable~~information ~~Cash~~regarding and increased Other Administrative Cash. As of December 31, 2019, Other Administrative Cash aggregated approximately $29.6 million (including interest income received on marketable securities and cash equivalents). In January 2020, the ~~Bankruptcy~~Reserves ~~Court~~for ~~approved~~Expected ~~the~~Costs ~~appropriation~~ of ~~Distributable~~Liquidation ~~Cash~~reflected ~~aggregating~~in ~~approximately $10.8 million to fund~~ the ~~projected~~accompanying ~~costs~~Condensed ~~and~~Statement ~~expenses~~ of ~~the~~Net ~~GUC~~Assets ~~Trust~~in ~~through calendar year 2020. Such appropriation reduced Distributable Cash and increased Other Administrative Cash subsequent to December 31~~Liquidation, ~~2019.~~see ToNote the extent that any of the Other Administrative Cash is not ultimately required and is held by the GUC Trust at the time of its dissolution, such remaining Other Administrative Cash will be distributed by the GUC Trust to holders of GUC Trust Units6.

AsPrior to the liquidation of ~~December 31~~all New GM Securities in July and August 2015 described above, ~~2019~~the GUC Trust was authorized, ~~Distributable~~with ~~Cash~~ the approval of ~~approximately~~the ~~$80.7 million~~GUC ~~was~~Trust Monitor, to set aside from distribution New GM Securities for the funding purposes described above and to sell such set aside New GM Securities with the approval of the Bankruptcy Court. The Bankruptcy Court previously approved in March and December 2012, and again in January 2015, the sale of New GM Securities to fund the then current and projected costs and expenses of the GUC Trust. The March 2012 Bankruptcy Court order also authorized the sale of further New GM Securities aggregating $13.7 million for the purpose of funding certain fees, costs, and expenses of the Avoidance Action Trust and the transfer of the sale proceeds to bethe ~~incurred~~Avoidance ~~beyond~~Action ~~2019~~Trust (such sale proceeds were so transferred in May 2012). ~~Accordingly~~Prior to the liquidation of all New GM Securities described above, ~~such~~sales ~~Distributable~~of New GM Securities to fund projected Wind-Down Costs and Reporting Costs through calendar year 2015 aggregated approximately $61.7 million, including Dividend Cash isof $0.2 million ~~not~~and ~~available~~the ~~for~~Initial ~~distribution~~Reporting Cash (which amounts comprised part of the GUC Trust’s Other Administrative Cash). Such securities sold aggregated 1,043,801 shares of New GM Common Stock, 948,887 New GM Series A Warrants and 948,887 New GM Series B Warrants. In December 2015, February 2017, March 2018, January 2019 and January 2020, the Bankruptcy Court approved the appropriation of Distributable Cash aggregating approximately $58.8 million to fund the ~~beneficiaries~~projected costs and expenses of the GUC Trust ~~Units~~through calendar year 2020. ~~Set~~In ~~aside~~April 2020, the Bankruptcy Court approved the appropriation of Distributable Cash of $50.0 million for the purpose of satisfying settlement consideration pursuant to the Amended Settlement Agreement described in Part II, Item 1 (“Legal Proceedings”). As of June 30, 2020, $2.0 million of such amount had been appropriated and~~/or~~ $48.0 million had not yet been appropriated. Such appropriations reduced Distributable Cash isand ~~reflected~~increased inOther ~~cash~~Administrative Cash. Upon appropriation of the remaining $48.0 million of Distributable Cash that has been approved, Distributable Cash will be reduced and ~~cash~~Other ~~equivalents~~Administrative Cash will be increased. As of June 30, 2020, Other Administrative Cash aggregated $39.2 million (including interest and dividend income received on marketable securities inand cash equivalents). To the ~~Statement~~extent that any of ~~Net~~the ~~Assets~~Other inAdministrative ~~Liquidation~~Cash ~~until~~is ~~expended~~not ultimately required and is held by the GUC Trust at the time of its dissolution, such remaining Other Administrative Cash will be distributed by the GUC Trust to holders of GUC Trust Units.

As of June 30, 2020, Distributable Cash of $37.6 million was set aside for unfunded projected GUC Trust fees, costs and expenses to be incurred beyond 2020 and other liabilities. Such other liabilities include (a) $48.0 million for satisfaction of the remaining settlement consideration pursuant to the Amended Settlement Agreement and (b) $10.0 million for reimbursement to certain unaffiliated holders of GUC Trust Units for fees and expenses incurred or expected to be incurred by such holders. Accordingly, such Distributable Cash is not available for distribution to the beneficiaries of GUC Trust Units. Set aside and/or appropriated Distributable Cash is reflected in cash and cash equivalents and marketable securities in the Statement of Net Assets in Liquidation until expended.

Funding for Potential Tax Liabilities on Dispositions of New GM Securities, Dividends on New GM Common Stock and Investment Income

The GUC Trust is subject to U.S. federal income tax on realized net gains from the distribution and sale of New GM Securities (such taxes, “Taxes on Distribution”). The GUC Trust is also subject to U.S. federal income tax on dividends received on New GM Common Stock held by the GUC Trust (such taxes, “Dividend Taxes”) and on investment income earned on ~~holdings~~cash ofequivalents ~~marketable~~and marketable securities ~~and~~held, ~~cash~~or ~~equivalents~~previously held, by the GUC Trust (such taxes, “Investment Income Taxes”). The GUC Trust Agreement provides that the Administrative Fund may not be utilized to satisfy any Taxes on Distribution, Dividend Taxes or Investment Income Taxes. As such, the GUC Trust Administrator is authorized, with the approval of the GUC Trust Monitor, to set aside from distribution Distributable Cash in amounts that would be sufficient to satisfy any potential Taxes on Distribution, Dividend Taxes or Investment Income Taxes. Any Distributable Cash that is set aside for Dividend Taxes and Investment Income Taxes is included in the set-aside for Wind-Down Costs described above in “Funding for GUC Trust Costs of Liquidation.” The GUC Trust Administrator may appropriate such set aside Distributable Cash to fund any such Taxes on Distribution, Dividend Taxes or Investment Income Taxes with the approval of the GUC Trust Monitor and, with respect to Dividend Taxes and Investment Income Taxes only, with the approval of the Bankruptcy Court. Any Distributable Cash that is appropriated in this manner will not be available for distribution to the beneficiaries of GUC Trust Units, and the appropriation of Distributable Cash (including Dividend Cash) will be classified as “Other Administrative Cash” under the GUC Trust Agreement. Set aside and/or appropriated Distributable Cash is reflected in cash and cash equivalents and marketable securities until expended to pay any Taxes on Distribution, Dividend Taxes or Investment Income Taxes. While any set-aside or appropriated Distributable Cash (including Dividend Cash) is not available for distribution, there is no corresponding liability or reserve related to any such set-aside assets reflected in the Statement of Net Assets in Liquidation or any of the other financial statements of the GUC Trust.

Prior to the liquidation of all New GM Securities in July and August 2015 described above, the GUC Trust was authorized, with the approval of the GUC Trust Monitor, to set aside from distribution New GM Securities to fund potential Taxes on Distribution, Dividend Taxes and Investment Income Taxes and to sell such set aside New GM Securities to fund the Taxes on Distribution, Dividend Taxes or Investment Income Taxes with the approval of the GUC Trust Monitor and, with respect to Dividend Taxes and Investment Income Taxes only, with the approval of the Bankruptcy Court.

During the quarter ended ~~December~~June 3130, ~~2019~~2020, the GUC Trust Administrator reviewed the potential Taxes on Distribution, Dividend Taxes and Investment ~~Income~~ Income Taxes. As a result of such review, the GUC Trust Administrator determined that no Distributable Cash should be set aside for potential Taxes on Distribution, Dividend Taxes or Investment Income Taxes. As a result of the application of Section 505(b) of the Bankruptcy Code, the GUC Trust’s federal income tax returns for the year ended March 31, 2019 and all prior years are no longer subject to examination by the IRS, and no income taxes may be assessed for the year ended March 31, 2019 or any prior year. ~~However,~~The ~~the~~ GUC Trust’s remaining capital ~~loss~~losses ~~carryovers~~have expired and can no longer be utilized by the GUC Trust. The net operating loss carryovers are still subject to examination by the IRS in subsequent years if those losses, if any, are utilized. Such utilization (on a net basis) is not expected as a result of the sale of all previously held New GM Securities in the year ended March 31, 2016. Accordingly, no income taxes are expected to be paid in the future. See Note 7 and “Critical Accounting Policies and Estimates— – Income Taxes” in Item 2 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”) below for more information regarding income taxes and remaining capital and net operating loss carryovers generated in prior years that are still subject to examination by the IRS, and which potentially could succeed to Claimants (as defined below pursuant to tax rules) and the material uncertainties associated therewith. The GUC Trust Administrator intends to continue to reevaluate the amount of Distributable Cash set aside on a quarterly basis.

For additional information regarding set aside Distributable Cash, see “Net Assets in Liquidation—Distributable Cash Set Aside from Distribution” in Item 2 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”) below.

Residual Wind-Down Claims and Costs

Upon the dissolution of the Debtors, which occurred on December 15, 2011, the GUC Trust became responsible for resolving and satisfying (to the extent allowed) all remaining disputed administrative expenses, priority tax claims, priority non-tax claims and secured claims (the “Residual Wind- Down Claims”). On December 15, 2011, under the Plan, the Debtors transferred to the GUC Trust an amount of assets necessary (the “Residual Wind- Down Assets”) to satisfy the ultimate allowed amount of such Residual Wind-Down Claims (including certain reasonable litigation defense costs related to the Term Loan Avoidance Action (the “Avoidance Action Defense Costs”)), as estimated by the Debtors, and the costs, fees and expenses relating to satisfying and resolving the Residual Wind-Down Claims (the “Residual Wind-Down Costs”). The Residual Wind-Down Assets initially aggregated approximately $42.8 million (which amount consisted of approximately $40.0 million in cash, including approximately $1.4 million designated for the payment of Avoidance Action Defense Costs, and the transferred benefit of approximately $2.8 million in prepaid expenses). To the extent that the Residual Wind-Down Claims and the Residual Wind-Down Costs are less than the Residual Wind-Down Assets, any excess funds will be returned to the DIP Lenders. Also, while not expected at this time, if the GUC Trust Administrator determines that the Residual Wind-Down Assets are not adequate to satisfy the Residual Wind-Down Claims (including the actual amount of Avoidance Action Defense Costs) and Residual Wind-Down Costs, such costs will be satisfied by Other Administrative Cash. If there is no remaining Other Administrative Cash, the GUC Trust Administrator is authorized to, with GUC Trust Monitor approval, set aside and, with Bankruptcy Court approval, appropriate Distributable Cash to cover the shortfall. To the extent that Distributable Cash is set aside and/or appropriated to obtain funding to complete the wind-down of the Debtors, such Distributable Cash will not be available for distribution to the beneficiaries of the GUC Trust. Therefore, the amount of Residual Wind-Down Claims and Residual Wind-Down Costs could reduce the assets of the GUC Trust available for distribution. The setting aside or appropriation of Distributable Cash (including Dividend Cash) itself is not reflected in the Statement of Net Assets in Liquidation or any of the other financial statements of the GUC Trust. Rather, such set aside or appropriated Distributable Cash (including Dividend Cash) is reflected in cash and cash equivalents and marketable securities in the accompanying Condensed Statement of Net Assets in Liquidation until expended. After the GUC Trust has concluded its affairs, any funds remaining that were obtained from the sale of New GM Securities or appropriation of Distributable Cash to fund the wind-down process or the resolution and satisfaction of the Residual Wind-Down Claims will be distributed to the holders of the GUC Trust Units.

The amount of Avoidance Action Defense Costs incurred ~~by the GUC Trust~~ exceeded the corresponding cash of $1.4 million received by the GUC Trust from MLC on the Dissolution Date by approximately $30.2 million. As a result, new Residual Wind-Down Claims arose in the amount of such excess. As a result of the Term Loan Avoidance Action settlement described above and ~~in Part II, Item 1 (“Legal~~ ~~Proceedings”) and~~ by virtue of the terms of the ~~associated~~ settlement agreement, the GUC Trust is not responsible for payment of any further Avoidance Action Defense Costs.

As of ~~December~~ June 3130, ~~2019~~2020, Residual Wind-Down Assets aggregating ~~approximately~~ $0.2 million were held by the GUC Trust and were recorded in cash and cash equivalents and marketable securities in the accompanying Condensed Statement of Net Assets in Liquidation. There were no remaining expected Residual Wind-Down Claims and Costs against such assets ~~as of December 31, 2019~~. Accordingly, the GUC Trust expects to return the remaining Residual Wind-Down Assets to the DIP Lenders upon the winding up and conclusion of the GUC Trust. A corresponding amount is recorded in the ~~reserves~~reserve for Residual Wind-Down Claims and Costs in the accompanying Condensed Statement of Net Assets in Liquidation.

In addition to the Residual Wind-Down Assets, the GUC Trust also received on the Dissolution Date approximately $3.4 million in cash from MLC, which amount included: (i) $1.4 million in respect of certain costs, fees and expenses payable under the Plan to the indenture trustees and fiscal and paying agents for the previously outstanding debt of MLC (the “Indenture Trustee / Fiscal and Paying Agent Costs”), and (ii) $2.0 million in respect of Reporting Costs. The funds received were credited to the reserve for expected costs of liquidation. Any unused portion of the funds designated for the Indenture Trustee / Fiscal and Paying Agent Costs must be returned to the DIP Lenders and will not be available for distribution to the holders of GUC Trust Units at the winding up and conclusion of the GUC Trust. As of ~~December~~June 3130, ~~2019~~2020, remaining funds designated for the Indenture Trustee / Fiscal and Paying Agents Costs ~~held~~approximate ~~by the GUC Trust approximated~~ $0.1 million and are recorded in cash and cash equivalents and marketable securities in the accompanying Condensed Statement of Net Assets in Liquidation. ~~None~~There were no remaining funds of the approximately $2.0 million ~~in funds~~ designated for Reporting Costs ~~remained as of December 31, 2019~~.

3. Net Assets in Liquidation

Description

Under the GUC Trust Agreement and the Plan, as described more fully in Note 1, the beneficiaries of the GUC Trust are ~~future~~holders ~~and,~~of Allowed General Unsecured Claims (to the extent their liquidating distributions have not yet been paid to them,) ~~current holders of Allowed General Unsecured Claims~~ and ~~future and current~~ holders of GUC Trust Units. Assets of the GUC Trust consisting primarily of Distributable Cash (including Dividend Cash) as described in Note 1 are available to be distributed to the Trust Beneficiaries (“GUC Trust Distributable Assets”) in accordance with the Plan and the GUC Trust Agreement, except to the extent that they are set aside or appropriated for funding the expected costs of liquidation of the GUC Trust. The amounts of net assets in liquidation presented in the accompanying Condensed Statements of Net Assets in Liquidation correspond to the amounts of GUC Trust Distributable Assets as of the respective dates, after certain adjustments including ~~an addition for distributions payable to holders of GUC Trust Units and~~ reductions for the amounts of set aside Distributable Cash and appropriated Distributable Cash. As of ~~December~~ June 3130, ~~2019~~2020, GUC Trust Distributable Assets aggregated approximately $~~321~~51.14 million. For additional information, see “Net Assets in Liquidation-—Distributable Assets” in Item 2 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”) below.

Cash and Cash Equivalents and Marketable Securities

As of ~~December~~June 3130, ~~2019~~2020, cash and cash equivalents and marketable securities aggregated approximately $~~435~~133.30 million and are comprised of the following:

(in thousands)
Distributable Cash (including associated Dividend Cash	$	404,290
Distributable Cash (including associated Dividend Cash)	$	92,392
Other Administrative Cash		2939,~~578~~237
Administrative Fund		1,~~190~~143
Residual Wind-Down Assets		~~177~~178
Funds for Indenture Trustee / Fiscal Paying Agent Costs		~~109~~90
Total	$	~~435~~133,~~344~~040

As described in Note 4, as of ~~December~~June 3130, ~~2019~~2020, the GUC Trust had accrued liquidating distributions payable aggregating $~~323~~54.53 million., ~~Such~~of ~~amount~~which ~~includes~~ $~~321~~2.19 million ofwas ~~distributions~~ payable to ~~holders of~~ (a) GUC Trust ~~Units~~beneficiaries inwith respect ofto ~~Excess~~distributions ~~GUC~~returned ~~Trust~~to ~~Distributable~~the ~~Assets~~GUC asTrust ofand ~~December~~(b) ~~31,~~holders ~~2019.~~of AsAllowed ~~described~~General inUnsecured ~~Note~~Claims and $51.4, million ~~the~~was ~~GUC~~payable ~~Trust does not~~to ~~currently~~holders ~~plan~~of onGUC ~~making~~Trust aUnits ~~distribution~~in torespect ~~holders~~ of Excess GUC Trust ~~Units~~Distributable ~~at this time~~Assets. In addition, as described in Note 2, as of ~~December~~June 3130, ~~2019~~2020, the amount of Distributable Cash reflected in the table above includes $8037.76 million of amounts set aside for projected GUC Trust fees, costs and expenses and other liabilities to be incurred beyond ~~2019~~2020. The aggregate amount of Distributable Cash which was pending distribution or was set aside and was not available for distribution as of ~~December~~ June 3130, ~~2019~~ 2020 was $8340.15 million (exclusive of distributions payable to holders of GUC Trust Units ~~in respect of Excess GUC Trust Distributable Assets~~).

Accrued Investment Income on ~~Marketable~~Cash Equivalents ~~Securities~~ and ~~Cash~~Marketable ~~Equivalents~~Securities

As of ~~December~~June ~~31,~~30 ~~2019~~ and March 31, ~~2019~~2020, the GUC Trust had accrued approximately $140.51 million and $300.38 million, respectively, of investment income on marketable securities and cash equivalents expected to be earned over the estimated remaining liquidation period in accordance with the liquidation basis of accounting. Such accrual is estimated principally based on forecasted cash outflows and expected returns based on recent yields ~~(or~~on ~~expected~~U.S. ~~yields~~Treasury ~~resulting~~bills ~~from~~in ~~recent~~which ~~changes~~the inmarketable securities are invested. Modifications are made to the ~~federal~~accrual ~~funds~~when ~~rate)~~yields on holdings of U.S. Treasury bills inas ~~which~~of the ~~marketable~~date ~~securities~~of ~~are~~the ~~invested~~financial statements significantly differ from more recent yields. Estimates of forecasted cash outflows consider the amount and timing of distributions in respect of GUC Trust Units. During the quarter ended ~~December~~ June 3130, ~~2019~~2020, such accrual was reduced by approximately $10.87 million primarily due to the ~~occurrence~~liquidation of ~~one~~holdings ~~less quarter~~ of ~~interest~~ ~~accrual~~marketable ~~(with~~securities ~~respect~~during ~~to investment income received in~~ the quarter ended ~~December~~June 3130, ~~2019,~~2020 ~~rather than accrued for such quarter), along with a shortening in the expected date~~ to ~~make~~fund aliquidating ~~distribution~~distributions in respect of GUC Trust Units~~. During~~ ~~the~~described ~~nine months ended December 31, 2019, such accrual was reduced by approximately $15.8 million primarily due to a reduction~~ in ~~yields~~Note ~~on U~~4.S. ~~Treasury bills.~~ Such accrual, along with receivables for investment income earned as of ~~December~~ June ~~31,~~30 ~~2019~~ and March 31, ~~2019~~2020, is included in Accrued Investment Income in the accompanying Condensed Statements of Net Assets in Liquidation.

Potential Distributable Capital and Net Operating Loss Carryovers

As described in “Critical Accounting Policies and Estimates—Income Taxes” in Item 2 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”) below, the GUC Trust’s unused capital and net operating loss carryovers potentially could succeed to Claimants (as defined below pursuant to tax rules) upon the termination of the GUC Trust. Reference is made thereto for information regarding such potential distributable loss carryovers and the material uncertainties associated therewith.

Trust Units

As described in Note 1, under the Plan, each holder of an Allowed General Unsecured Claim retains a contingent right to receive, on a pro rata basis, additional Distributable Cash (if and to the extent not required for the satisfaction of previously Disputed General Unsecured Claims or Term Loan Avoidance Action Claims, or appropriation for the payment of the expenses or any tax liabilities of the GUC Trust). The GUC Trust ~~issues~~has issued units representing such contingent rights (“GUC Trust Units”) at the rate of one GUC Trust Unit per $1,000 of Allowed General Unsecured Claims to each holder of an Allowed General Unsecured Claim, subject to rounding pursuant to the GUC Trust Agreement, in connection with the initial recognition of each Allowed General Unsecured Claim.

The GUC Trust ~~may~~made ~~make~~ at its discretion quarterly liquidating distributions to holders of GUC Trust Units to the extent that (i) (a) ~~certain~~any previously Disputed General Unsecured Claims asserted against the Debtors’ estates or Term Loan Avoidance Action Claims ~~are~~were either disallowed or ~~are~~were otherwise resolved favorably to the GUC Trust (thereby reducing the amount of GUC Trust assets reserved for distribution in respect of such asserted or potential claims) or (b) certain Excess GUC Trust Distributable Assets (as defined in the GUC Trust Agreement) that were previously set aside from distribution ~~are~~were released in the manner permitted under the GUC Trust Agreement, and (ii) as a result of the foregoing, the amount of Excess GUC Trust Distributable Assets (as defined in the GUC Trust Agreement) as of the end of the relevant quarter ~~exceeds~~exceeded thresholds set forth in the GUC Trust Agreement.

~~The~~As ~~number~~of June 30 and March 31, 2020, there were 32,086,501 of outstanding GUC Trust Units. ~~outstanding~~As described below, there were no remaining Disputed General Unsecured Claims or Term Loan Avoidance Action Claims as of ~~December~~June 3130, ~~2019~~2020 ~~was~~and 32March 31,~~086~~ 2020 and,~~501~~ accordingly, ~~which~~no ~~was~~additional ~~unchanged~~GUC ~~from~~Trust ~~September 30,~~Units ~~2019~~will be issued. The number of outstanding GUC Trust Units ~~outstanding~~ does not equal the amount of Allowed General Unsecured Claims on a 1 to 1,000 basis because of additional GUC Trust Units that were issued due to rounding. ~~The GUC Trust does not expect to issue any additional GUC Trust Units.~~

Allowed and Disputed Claims

As of ~~December~~ June ~~31,~~30 ~~2019~~ and ~~September~~March 3031, ~~2019~~2020, there were no remaining Disputed General Unsecured Claims or Term Loan Avoidance Action Claims. Allowed General Unsecured Claims as of such dates aggregated approximately $32,086 million.

AsContingent described in Part II, Item 1 (“Legal Proceedings”), during December 2016, certain plaintiffs filed motions with the Bankruptcy Court seeking authority to file late proofs of claim against the GUC Trust. Were any late proofs of claim to be filed (following receipt of authority to do so from the Bankruptcy Court), additional general unsecured claims could arise. Also as described in Part II, Item 1 (“Legal Proceedings”), the GUC Trust previously executed the Settlement ~~Agreement~~Obligation with certain plaintiffs that, if approved by the Bankruptcy Court, would have provided for the Settlement Payment to such plaintiffs of $15.0 million, among other provisions. During the quarter ended March 31, 2018, the GUC Trust accrued a contingent settlement obligation of $15.0 million for the Settlement Payment. As a result of developments in the related litigation specifically related to the impact of the Rule 23 Decision described in Part II, Item 1 (“Legal Proceedings”), such accrual was reversed in the quarter ended September 30, 2018, due to uncertainties then associated with the effectiveness of the Settlement Agreement in effect at that time. As described in Part II, Item 1 (“Legal Proceedings”), the Settlement Agreement was not approved by the Bankruptcy Court.

As described in Part II, Item 1 (“Legal Proceedings”), the GUC Trust has executed the Amended Settlement Agreement with certain representatives of a proposed class of Economic Loss Plaintiffs, the Avoidance Action Trust and New GM. If finally approved by the MDL Court, the Amended Settlement Agreement will result in the GUC Trust paying $50.0 million as settlement consideration consisting of a $48.0 million payment to a fund for the benefit of Economic Loss Plaintiffs and a $2.0 million payment for a portion of noticing costs. The expected payment of $48.0 million to such fund was accrued as a contingent settlement obligation as of March 31, 2020 and the expected payment for noticing costs of $2.0 million was accrued in the reserves for expected costs of liquidation as of March 31, 2020. The noticing costs payment was made during the three months ended June 30, 2020.

4. Liquidating Distributions

Liquidating distributions in the three months ended ~~December~~June 3130, ~~2019~~2020 consisted of the following:

(in thousands)
Distributions during the three months ended December 31, 2019	$	15,305
Distributions during the three months ended June 30, 2020	$	299,505
Less: Liquidating distributions payable as of September 30, 2019		(343,874	)
Less: Liquidating distributions payable as of March 31, 2020		(351,876	)
Add: Liquidating distributions payable as of December 31, 2019		323,537
Add: Liquidating distributions payable as of June 30, 2020		54,314
Net reversal	$	(5,032	)
Total	$	1,943

~~Liquidating~~The distributions induring the ~~nine~~three months ended ~~December~~June 3130, ~~2019~~2020 primarily consisted of distributions of $300.0 million to holders of GUC Trust Units. Distributions paid with respect to GUC Trust Units held by the ~~following:~~GUC Trust on behalf of certain governmental entities and holders of Allowed General Unsecured Claims (who had not yet supplied information required by the GUC Trust in order to effect the distribution to which they are entitled) aggregating approximately $0.3 million were returned to the GUC Trust. Such amounts due to such governmental entities and holders of Allowed General Unsecured Claims had not yet been paid by the GUC Trust as of June 30, 2020. In addition, during the three months ended June 30, 2020, approximately $0.2 million was returned to the GUC Trust for distributions made to holders of Resolved Term Loan Avoidance Action Claims that were not deposited by such holders. Such distributions returned to the GUC Trust are recorded in liquidating distributions payable as of June 30, 2020.

(in thousands)
Distributions during the nine months ended December 31, 2019	$	67,780
Less: Liquidating distributions payable as of March 31, 2019		(1,785	)
Add: Liquidating distributions payable as of December 31, 2019		323,537
Total	$	389,532

The GUC Trust was obligated as of June 30, 2020 to distribute Distributable Cash of $2.9 million to (a) certain holders of Allowed General Unsecured Claims who had not then satisfied certain informational requirements necessary to effect the distribution to which they are entitled and (b) to the beneficiaries of the distributions returned to the GUC Trust described above.

Distributions during the three and nine months ended December 31, 2019 principally consist of distributions to holders of Resolved Term Loan Avoidance Action Claims. As of December 31, 2019, liquidating distributions payable consists of (a) distributions payable of $0.7 million to holders of Resolved Term Loan Avoidance Action Claims, (b) distributions payable of $1.7 million to holders of Allowed General Unsecured Claims that were allowed in prior fiscal periods, but for which, the holders of such claims had not yet supplied information required by the GUC Trust in order to effect the distribution to which they are entitled and (c) distributions payable of $321.1 million to holders of GUC Trust Units. Due to the uncertainty regarding potential alleged Disputed General Unsecured Claims related to the General Motors recall litigation, and the pending Motion of Wilmington Trust Company, as GUC Trust Administrator, For An Order (A) Authorizing the Expedited Payment of Excess GUC Distributable Assets Pursuant to Section 5.4 of the GUC Trust Agreement, and (B) Approving Such Distribution as an Appropriate Exercise of the GUC Trust Administrator’s Rights, Powers, and/or Privileges Pursuant to Section 8.1(e) of the GUC Trust Agreement (the “Excess Distribution Motion”), the GUC Trust does not currently plan on making a distribution to holders of GUC Trust Units at this time.

5. Fair Value Measurements

Accounting standards ~~require~~provide ~~certain~~a ~~assets~~framework ~~and~~for ~~liabilities~~establishing bethe ~~reported at~~ fair value inof ~~the~~assets ~~financial statements~~ and ~~provide~~liabilities apresented ~~framework~~in ~~for~~the ~~establishing~~financial ~~that fair value~~statements. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value. The GUC Trust’s Cash Equivalents, Marketable Securities, and Liquidating Distributions Payable are presented as provided by this hierarchy.

Level 1—In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets and liabilities that the GUC Trust has the ability to access.

Level 2—Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets or liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3—Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. These Level 3 fair value measurements are based primarily on management’s own estimates using pricing models, discounted cash flow methodologies, or similar techniques taking ininto to account the ~~characteristics~~ characteristics of the asset or liability. The GUC Trust had no assets or liabilities that are measured with Level 3 inputs as of ~~December~~June ~~31,~~30 ~~2019~~ and March 31, ~~2019~~2020.

In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The GUC Trust’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability.

The GUC Trust also holds other financial instruments not measured at fair value on a recurring basis, including Accounts Payable and Other Liabilities. The fair value of these liabilities approximates the carrying amounts in the accompanying financial statements due to the short maturity of such instruments.

~~The~~10 following table presents information about the GUC Trust’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and March 31, 2019, and the valuation techniques used by the GUC Trust to determine those fair values.

	December 31, 2019
(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Cash Equivalents:
Money market funds	$	547	$	—	$	—	$	547
Marketable Securities:
U.S. Treasury bills		—		432,322		—		432,322
Total Assets	$	547	$	432,322	$	—	$	432,869
Liabilities:
Liquidating distributions payable	$	323,537	$	—	$	—	$	323,537

	March 31, 2019
(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	34	$	—	$	—	$	34
Marketable Securities:
U.S. Treasury bills		—		503,228		—		503,228
Total Assets	$	34	$	503,228	$	—	$	503,262
Liabilities:
Liquidating distributions payable	$	1,785	$	—	$	—	$	1,785

The following table presents information about the GUC Trust’s assets and liabilities measured at fair value on a recurring basis as of June 30 and March 31, 2020, and the valuation techniques used by the GUC Trust to determine those fair values.


	June 30, 2020
(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	95	$	—	$	—	$	95
Marketable Securities:
U.S. Treasury bills		—		130,013		—		130,013

Total Assets	$	95	$	130,013	$	—	$	130,108

Liabilities:
Liquidating distributions payable	$	54,314	$	—	$	—	$	54,314


	March 31, 2020
(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	40,413	$	—	$	—		40,413
Marketable Securities:
U.S. Treasury bills		—		392,777		—		392,777

Total Assets	$	40,413	$	392,777	$	—	$	433,190

Liabilities:
Liquidating distributions payable	$	351,876	$	—	$	—	$	351,876

The following are descriptions of the valuation methodologies used for assets and liabilities measured at fair value:

•

Due to their short-term liquid nature, the fair value of cash equivalents approximates their carrying value.

•

Marketable securities consist of U.S. Treasury bills. Due to their short-term maturities, the fair value of U.S. Treasury bills approximates their carrying value (when receivables for associated interest income earned included in accrued investment income in the accompanying Condensed Statements of Net Assets in Liquidation are combined with the carrying value of such U.S. Treasury bills).

• Liquidating distributions payable are valued at the amount of cash that ~~is payable by~~ the GUC Trust tois ~~holders~~obligated ~~of Resolved Allowed Claims and~~ to ~~holders of GUC Trust Units after resolution of issues relating to the General Motors recall litigation and/or an order of the Bankruptcy Court~~distribute.

6. Reserves for Expected Costs of Liquidation and Residual Wind-Down Claims and Costs

The following is a summary of the activity in the reserves for expected costs of liquidation for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2019~~2020 and ~~2018~~ 2019:

	Three months ended December 31, 2019
	Three months ended June 30, 2020
(in thousands)	Reserve forExpectedWind-DownCosts			Reserve forExpectedReportingCosts			Reserve forIndentureTrustee/Fiscaland PayingAgent Costs			TotalReserves forExpectedCosts ofLiquidation
Balance, September 30, 2019	$	41,065		$	18,596		$	98		$	59,759
Balance, March 31, 2020	$	22,530		$	6,100		$	82		$	28,712
Plus additions to (reductions in) reserves		1,639			(5	)		—			1,634
Less reductions in reserves		(2,612	)		(7	)		—			(2,619	)
Less liquidation costs incurred:
Less liquidation costs incurred (net of reversals):
Trust professionals		(~~567~~1,044	)		(~~553~~645	)		—			(1,~~120~~689	)
Trust governance		(~~615~~603	)		(450	)		~~(15~~1	)		(1,~~080~~052	)
Other administrative expenses		(342,027	)		(9464	)		—			(~~128~~2,091	)
Balance, December 31, 2019	$	41,488		$	17,494		$	83		$	59,065
Balance, June 30, 2020	$	16,244		$	4,934		$	83		$	21,261

	Nine months ended December 31, 2019
(in thousands)	Reserve forExpectedWind-DownCosts			Reserve forExpectedReportingCosts			Reserve forIndentureTrustee/Fiscaland PayingAgent Costs			TotalReserves forExpectedCosts ofLiquidation
Balance, March 31, 2019	$	23,379		$	13,996		$	110		$	37,485
Plus net additions to reserves		22,362			6,776			—			29,138
Less liquidation costs incurred:
Trust professionals		(2,309	)		(1,759	)		—			(4,068	)
Trust governance		(1,852	)		(1,350	)		(27	)		(3,229	)
Other administrative expenses		(92	)		(169	)		—			(261	)
Balance, December 31, 2019	$	41,488		$	17,494		$	83		$	59,065

	Three months ended December 31, 2018
	Three months ended June 30, 2019
(in thousands)	Reserve forExpectedWind-DownCosts			Reserve forExpectedReportingCosts			Reserve forIndentureTrustee/Fiscaland PayingAgent Costs			TotalReserves forExpectedCosts ofLiquidation
Balance, September 30, 2018	$	26,927		$	14,847		$	123		$	41,897
Balance, March 31, 2019	$	23,379		$	13,996		$	110		$	37,485
Plus additions to (reductions in) reserves		(479	)		1,334			—			855
Less reductions in reserves		(2,855	)		(1,158	)		—			(4,013	)
Less liquidation costs (incurred) reversed, net:
Less liquidation costs incurred:
Trust professionals		(~~488~~650	)		(~~528~~612	)		—			(1,~~016~~262	)
Trust governance		(~~616~~621	)		(~~451~~450	)		10(8	)		(1,~~057~~079	)
Other administrative expenses		(3932	)		(8162	)		—			(~~120~~94	)
Balance, December 31, 2018	$	25,305		$	15,121		$	133		$	40,559
Balance, June 30, 2019	$	19,221		$	11,714		$	102		$	31,037

	Nine months ended December 31, 2018
(in thousands)	Reserve forExpectedWind-DownCosts			Reserve forExpectedReportingCosts			Reserve forIndentureTrustee/Fiscaland PayingAgent Costs			TotalReserves forExpectedCosts ofLiquidation
Balance, March 31, 2018	$	25,204		$	12,739		$	144		$	38,087
Plus net additions to reserves		3,944			5,490			—			9,434
Less liquidation costs incurred:
Trust professionals		(1,655	)		(1,600	)		—			(3,255	)
Trust governance		(2,082	)		(1,352	)		(11	)		(3,445	)
Other administrative expenses		(106	)		(156	)		—			(262	)
Balance, December 31, 2018	$	25,305		$	15,121		$	133		$	40,559

During the three months ended June 30, 2020, estimates of expected Wind-Down Costs and estimates of expected Reporting Costs (for which there is a reasonable basis for estimation) decreased by $2.6 million and $7,000, respectively. During the three months ended June 30, 2019, estimates of expected Wind-Down Costs and estimates of expected Reporting Costs (for which there is a reasonable basis for estimation) decreased by $2.8 million and $1.2 million, respectively. Such revisions in the estimates were recorded as reductions in the reserves for expected costs of liquidation in such periods. The GUC Trust has recorded reserves for expected costs of liquidation that represent amounts expected to be incurred over the estimated remaining liquidation period of the GUC Trust for which there was a reasonable basis for estimation as of June 30, 2020.

~~During~~The ~~the~~amount ~~three~~of ~~months~~liquidation ~~ended~~costs ~~December 31,~~that ~~2019,~~will ~~estimates~~ultimately ofbe ~~expected~~incurred ~~Wind-Down~~depends ~~Costs~~both on the time period and ~~estimates~~on the extent of ~~expected Reporting~~activities ~~Costs~~required (for ~~which~~the ~~there~~GUC Trust isto acomplete ~~reasonable~~its ~~basis~~functions ~~for~~and ~~estimation)~~responsibilities ~~increased~~under bythe ~~$1.6 million~~Plan and ~~decreased~~the byGUC ~~$5,000,~~Trust ~~respectively~~Agreement. ~~During~~Significant ~~the~~uncertainty ~~nine~~remains ~~months~~both ~~ended~~as ~~December 31,~~to ~~2019,~~that ~~estimates~~time ofperiod ~~expected~~and ~~Wind-Down~~as ~~Costs~~to ~~and~~the ~~estimates~~extent of those activities. As of June 30, 2020, the recorded reserves for expected ~~Reporting~~costs ~~Costs~~of ~~increased~~liquidation ~~(net~~reflect ofestimated ~~reductions~~costs infor ~~the~~a ~~three~~remaining ~~months~~liquidation ~~ended~~period ~~June 30,~~estimated ~~2019)~~to byextend ~~$22.4 million~~through ~~and~~July ~~$6.8 million~~2021, ~~respectively.~~which ~~During~~was ~~the~~unchanged ~~three~~from ~~months~~the quarter ended ~~December~~March 31, ~~2018,~~2020. ~~estimates~~The ofremaining ~~expected~~liquidation ~~Wind-Down~~period has been estimated ~~Costs~~predominately ~~and~~on ~~estimates~~a ofmodified ~~expected~~probability-weighted ~~Reporting~~basis ~~Costs~~as ~~decreased~~permitted byunder $0U.~~5 million~~S. GAAP and ~~increased~~which bythe ~~$1.3 million,~~GUC ~~respectively.~~Trust ~~During~~believes is the ~~nine~~most ~~months~~appropriate ~~ended~~measurement ~~December 31,~~basis ~~2018,~~under ~~estimates~~the ofcircumstances. ~~expected~~Where ~~Wind-Down~~an ~~Costs~~outcome ~~and~~is ~~estimates~~estimated ofto ~~expected Reporting~~be ~~Costs~~likely, ~~increased~~the ~~(net~~likely ofoutcome has ~~reductions~~been inused as the ~~three~~best ~~months~~estimate ~~ended~~and ~~June 30,~~no ~~2018)~~weight byhas ~~$3.9 million~~been ~~and~~given ~~$5.5 million,~~to ~~respectively~~the unlikely outcome. ~~Such~~In ~~revisions~~addition, inconsistent with the ~~estimates~~liquidation ~~were~~basis ~~recorded~~of asaccounting, ~~additions~~no consideration has been given to ~~(reductions~~potential ~~in)~~outcomes to the ~~reserves~~extent ~~for expected~~there ~~costs~~does ofnot ~~liquidation~~exist ina reasonable ~~such~~basis ~~periods~~for estimation. The ~~GUC~~remaining ~~Trust~~liquidation ~~has~~period ~~recorded~~is ~~reserves~~dependent ~~for~~predominantly ~~expected~~on ~~costs~~the estimate of ~~liquidation~~the ~~that~~remaining ~~represent~~period ~~amounts~~of ~~expected~~time tofor beresolution ~~incurred~~of ~~over~~litigation ~~the~~involving certain General Motors vehicle recalls described in Part II, Item 1 (“Legal Proceedings”). In addition, certain additional estimated ~~remaining~~time ~~liquidation~~to ~~period~~wind ofdown the GUC Trust ~~for~~following ~~which~~resolution ~~there~~of ~~was a~~the ~~reasonable~~litigation ~~basis~~is ~~for~~included ~~estimation~~in asthe ofestimated ~~December 31,~~liquidation ~~2019~~period. ~~Included~~Future developments in ~~estimates~~the ofGeneral ~~expected~~Motors ~~Wind-Down~~vehicle recall ~~Costs~~litigation ~~for~~could extend the ~~nine~~current ~~months~~estimate ~~ended~~of ~~December 31,~~such ~~2019~~remaining ~~are~~period ~~$10.0 million~~of intime ~~expected~~for ~~reimbursements~~resolution toand, ~~certain~~therefore, ~~holders~~extend ofthe aestimated ~~majority~~remaining liquidation period of the GUC Trust ~~Units~~beyond ~~for~~July ~~legal~~2021. ~~fees~~In inaddition, ~~connection~~certain ~~with~~liquidation ~~monitoring~~costs ~~the~~that ~~actions~~are expected ofto be prepaid by the GUC Trust upon its dissolution have also been estimated and ~~participating~~accrued. inThe ~~litigation~~GUC ~~related~~Trust’s toestimates regarding the ~~General~~costs ~~Motors~~and ~~vehicle~~remaining ~~recalls~~liquidation period may change in the near term, and such change may be material.

The ~~amount~~following ofis ~~liquidation~~a ~~costs~~summary ~~that will ultimately be incurred depends both on the time period and on the extent~~ of ~~activities required for~~ the ~~GUC~~activity ~~Trust~~in ~~to complete its functions and responsibilities under~~ the ~~Plan~~reserve ~~and the GUC Trust Agreement. Significant uncertainty remains both as to that time period and as to the extent of those activities. As of December 31, 2019, the recorded reserves~~ for ~~expected~~ ~~costs~~Residual of liquidation reflect estimated costs for a remaining liquidation period estimated to extend through October 2023, which was unchanged from the prior quarter. The remaining liquidation period has been estimated predominately on a modified probabilityWind-~~weighted~~Down ~~basis~~Claims ~~as permitted under U.S. GAAP~~ and ~~which~~Costs ~~the~~for ~~GUC Trust believes is~~ the ~~most~~three ~~appropriate~~months ~~measurement~~ended ~~basis under the circumstances. Where an outcome is estimated to be likely~~June 30, ~~the~~2020 ~~likely outcome has been used as the best estimate~~ and ~~no weight has been given to the unlikely outcome~~2019. In addition, consistent with the liquidation basis of accounting, no consideration has been given to potential outcomes to the extent there does not exist a reasonable basis for estimation. The remaining liquidation period is dependent predominantly on the estimate of the remaining period of time for resolution of litigation involving certain General Motors vehicle recalls described in Part II, Item 1 (“Legal Proceedings”). In addition, certain additional estimated time to wind down the GUC Trust following resolution of the litigation is included in the estimated liquidation period. Future developments in the General Motors vehicle recall litigation could extend the current estimate of such remaining period of time for resolution and,


(in thousands)	2020		2019
Balance, beginning of period	$	177	$	169
Plus addition to reserve		1		—

Balance, end of period	$	178	$	169

therefore, extend the estimated remaining liquidation period of the GUC Trust beyond October 2023. In addition, certain liquidation costs that are expected to be prepaid by the GUC Trust upon its dissolution have also been estimated and accrued. The GUC Trust’s estimates regarding the costs and remaining liquidation period may change in the near term, and such change may be material.

There was no activity in the reserve for Residual Wind-Down Claims and Costs for the three and nine months ended December 31, 2019 and 2018. As of December 31, 2019, the balance in such reserve was approximately $0.2 million.

7. Income Taxes

There was no current tax benefit or provision for the three ~~and nine~~ months ended ~~December 31~~June 30, ~~2019~~2020 and ~~2018~~2019, due to cumulative net operating and capital losses, and no income taxes have been paid by the GUC Trust. There also was no deferred tax benefit or provision in such periods as a result of the establishment of a full valuation allowance against net deferred tax assets as of the beginning and end of such periods.

~~Deferred~~12 ~~taxes in the accompanying Condensed Statement of Net Assets in Liquidation as of December 31, 2019 are comprised of the following components:~~

Deferred tax assets:
Reserves for expected costs of liquidation and Residual Wind-Down Claims and Costs	$	18,217
Net operating and capital loss carryovers		52,218
Gross deferred tax assets		70,435
Less: Valuation allowance		(65,071	)
Deferred tax asset, net of valuation allowance		5,364
Deferred tax liabilities:
Accrued investment income		(5,364	)
Gross deferred tax liabilities		(5,364	)
Net deferred taxes	$	—

As previously disclosed, during the quarter ended September 30, 2013, the GUC Trust made a determination to file its U.S. federal income tax returns taking the position that beneficial ownership for a substantial majority of New GM Securities was transferred from MLC to the GUC Trust on March 31, 2011, and that the tax basis of such New GM Securities should be determined with reference to the value of such securities on such date, instead of December 15, 2011, when record ownership of the remaining New GM Securities still held by MLC was transferred from MLC to the GUC Trust. For the remaining substantial minority of New GM Securities transferred from MLC to the GUC Trust, the GUC Trust determined that the transfer of beneficial ownership occurred on other dates for which the tax basis should be determined by reference to the value of such securities on such dates. This new tax position resulted in an increased tax basis of the New GM Securities from the prior tax position and, therefore, reduced taxable gains and increased taxable losses on distributions and sales of New GM Securities since March 31, 2011. The new tax position has not been sustained on examination by the IRS as of the date hereof. However, the GUC Trust believes, based on the available evidence and consultation with GUC Trust professionals, that it is more likely than not that the new tax position will be sustained on examination by the IRS based on the technical merits of the position. Accordingly, this new tax position has been recognized in the current and deferred income tax liabilities and the income tax provision in the GUC Trust’s financial statements since the quarter ended September 30, 2013.

Following the GUC Trust’s determination to utilize the new tax position set forth above, the GUC Trust filed its U.S. federal income tax returns for the years ended March 31, 2013, and thereafter, with the IRS using such new tax position. Such tax returns were accompanied by requests for prompt determination of tax liability pursuant to Section 505(b) of the Bankruptcy Code, and the 60-day statutory notification periods set forth in Section 505(b) of the Bankruptcy Code with respect to the GUC Trust’s U.S. federal income tax returns for the year ended March 31, 2019 and prior years have expired. Accordingly, the tax liabilities set forth in the GUC Trust’s U.S. federal income tax returns for the year ended March 31, 2019 and prior years are no longer subject to examination by the IRS, and no income taxes can be assessed for such years. Also, no income taxes are expected to be paid in the future as a result of the liquidation of all the GUC Trust’s holdings of New GM Securities during the year ended March 31, 2016. Remaining capital loss carryovers that were generated in prior years utilizing the new tax position, which aggregate $1.7 million (after expiration on March 31, 2018 and 2017, respectively, of capital loss carryovers of $22.6 million and $158.1 million attributable to the year ended March 31, 2013 and 2012), along with net operating loss carryovers generated through December 31, 2019, aggregating $139.5 million, could be subject to examination by the IRS in subsequent years when those losses, if any, are utilized. The GUC Trust does not expect to utilize any capital or net operating loss carryovers (on a net basis) in the future. The remaining capital loss carryovers of $1.7 million expire on March 31, 2020 and the net operating loss carryovers begin to expire on March 31, 2032. However, pursuant to the

~~enactment~~Deferred oftaxes ~~the “Tax Cuts and Jobs Act”~~ in ~~December 2017, any net operating losses generated by~~ the ~~GUC~~accompanying ~~Trust~~Condensed inStatement ~~tax years beginning April 1, 2018, do not expire. These loss carryovers in the aggregate result in a deferred tax asset~~ of ~~$52.2 million~~Net ~~(reflected~~Assets in ~~the~~Liquidation ~~table~~as ~~above). As described in “Critical Accounting Policies and Estimates—Income Taxes” in Item 2 (“Management’s Discussion and Analysis~~ of ~~Financial~~June ~~Condition and Results of Operations”) below~~30, ~~the~~2020 ~~GUC Trust’s loss carryovers potentially could succeed to Claimants (as defined below pursuant to tax rules). Reference is made thereto for information regarding~~are ~~such~~comprised ~~potential~~of ~~distributable loss carryovers and~~ the ~~material~~following ~~uncertainties~~components: ~~associated therewith.~~

A full valuation allowance against net deferred tax assets aggregating $65.1 million was established as of December 31, 2019 because, as a result of the liquidation of all of the GUC Trust’s holdings of New GM Securities, it has been determined that such deferred tax assets are not realizable at this time. Such valuation allowance was increased by $0.7 million and $10.3 million from the full valuation allowance against net deferred tax assets established as of September 30, 2019 and March 31, 2019, respectively.


Deferred tax assets:
Reserves for expected costs of liquidation and Residual Wind-Down Claims and Costs	$	4,232
Net operating loss carryovers		52,787

Gross deferred tax assets		57,019
Less: Valuation allowance		(56,982	)

Deferred tax asset, net of valuation allowance		37
Deferred tax liabilities:
Accrued investment income		(37	)

Gross deferred tax liabilities		(37	)

Net deferred taxes	$	—

8As previously disclosed, during the quarter ended September 30, 2013, the GUC Trust made a determination to file its U.S. federal ~~Related~~income ~~Party~~tax ~~Transactions~~returns taking the position that beneficial ownership for a substantial majority of New GM Securities was transferred from MLC to the GUC Trust on March 31, 2011, and that the tax basis of such New GM Securities should be determined with reference to the value of such securities on such date, instead of December 15, 2011, when record ownership of the remaining New GM Securities still held by MLC was transferred from MLC to the GUC Trust. For the remaining substantial minority of New GM Securities transferred from MLC to the GUC Trust, the GUC Trust determined that the transfer of beneficial ownership occurred on other dates for which the tax basis should be determined by reference to the value of such securities on such dates. This new tax position resulted in an increased tax basis of the New GM Securities from the prior tax position and, therefore, reduced taxable gains and increased taxable losses on distributions and sales of New GM Securities since March 31, 2011. The new tax position has not been sustained on examination by the IRS as of the date hereof. However, the GUC Trust believes, based on the available evidence and consultation with GUC Trust Professionals, that it is more likely than not that the new tax position will be sustained on examination by the IRS based on the technical merits of the position. Accordingly, this new tax position has been recognized in the current and deferred income tax liabilities and the income tax provision in the GUC Trust’s financial statements since the quarter ended September 30, 2013.

In addition to serving as GUC Trust Administrator, Wilmington Trust Company continues to serve as trustee pursuant to the indentures for certain series of previously outstanding debt of MLC. Wilmington Trust Company has received and may receive in the future certain customary fees in amounts consistent with Wilmington Trust Company’s standard rates for such service. The Bankruptcy Court previously approved the creation of a segregated fund for the purposes of funding such fees for Wilmington Trust Company, as well as the other indenture trustees and fiscal and paying agents for previously outstanding debt of MLC. There were no such fees for Wilmington Trust Company in the three and nine months ended December 31, 2019 and 2018.

In addition, Wilmington Trust Company has entered into certain arrangements with the GUC Trust pursuant to which it or its affiliates have previously received, and may in the future receive, reasonable and customary fees and commissions for services other than services in the capacity of GUC Trust Administrator. Such arrangements include the provision of custodial, investment advisory and brokerage services to the GUC Trust. During the three months ended December 31, 2019 and 2018, the total amounts of such fees and commissions were approximately $55,000 and $65,000, respectively. During the nine months ended December 31, 2019 and 2018, the total amounts of such fees and commissions were approximately $180,000 and $195,000, respectively.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following addresses material changes in the net assets in liquidation of the Motors Liquidation Company GUC Trust, or the GUC Trust, for its third fiscal quarter ended December 31, 2019. It is intended to be read in conjunction with the condensed financial statements of the GUC Trust included in Item 1 above, which we refer to as the financial statements. For additional information about the purpose and administrative operations of the GUC Trust, see the disclosure in the notes to the financial statements filed with this Quarterly Report on Form 10-Q and in the Annual Report on Form 10-K for the year ended March 31, 2019 filed by the GUC Trust with the SEC on June 4, 2019. A glossary of defined terms used in this Quarterly Report on Form 10-Q is provided under the heading “Glossary” below.

Overview

The GUC Trust is a successor to Motors Liquidation Company (which dissolved on December 15, 2011), or MLC, for the purposes of Section 1145 of title 11 of the United States Code, or the Bankruptcy Code. The GUC Trust was initially formed on March 30, 2011, for the purposes of implementing the Second Amended Joint Chapter 11 Plan, or the Plan, of MLC and its affiliated debtors-in-possession, or the Debtors, which was filed with the United States Bankruptcy Court for the Southern District of New York, or the Bankruptcy Court, on March 18, 2011. The Plan subsequently became effective on March 31, 2011, or the Effective Date, and, on April 18, 2013, the Bankruptcy Court entered an order granting the GUC Trust’s request for entry of a final decree administratively closing each of the Debtors’ chapter 11 cases other than the chapter 11 case of MLC.

Functions and Responsibilities of the GUC Trust

The functions and responsibilities of the GUC Trust are governed by the Plan and the Second Amended and Restated Motors Liquidation Company GUC Trust Agreement, dated as of July 30, 2015, or the GUC Trust Agreement. The GUC Trust is administered by Wilmington Trust Company, not in its individual capacity but solely in its capacity as trust administrator and trustee, or the GUC Trust Administrator. As set forth in the GUC Trust Agreement, the activities of the GUC Trust Administrator are overseen by FTI Consulting, Inc., solely in its capacity as trust monitor of the GUC Trust, or the GUC Trust Monitor. Although the GUC Trust has no officers, directors or employees, the GUC Trust Administrator is authorized by the GUC Trust Agreement to engage professionals and other service providers to assist the GUC Trust Administrator in the administration of the GUC Trust. Accordingly, the GUC Trust and GUC Trust Administrator rely on receiving accurate information, reports and other representations from such professionals and service providers and from the GUC Trust Monitor.

Among its other duties and obligations, the GUC Trust is obligated pursuant to the Plan and the GUC Trust Agreement to (i) distribute the assets comprising the corpus of the GUC Trust to satisfy the general unsecured claims against the Debtors that are allowed pursuant to the Plan, or the Allowed General Unsecured Claims, (ii) prosecute and resolve objections to the general unsecured claims against the Debtors that are disputed at a given time, or Disputed General Unsecured Claims, (iii) take all necessary actions to administer the wind-down of the affairs of the Debtors, and (iv) to resolve and satisfy (to the extent allowed) the Residual Wind-Down Claims (as defined below) assumed by the GUC Trust.

Distributions and Distributable Assets of the GUC Trust

As of December 31, 2019, the principal assets comprising the corpus of the GUC Trust are holdings of cash and cash equivalents and marketable securities resulting from the liquidation in July and August 2015 of the GUC Trust’s previously held (i) shares of common stock of General Motors Company, or the New GM Common Stock, (ii) warrants to acquire shares of New GM Common Stock at an exercise price of $10.00 per share that would have expired on July 10, 2016, or the New GM Series A Warrants, and (iii) warrants to acquire shares of New GM Common Stock at an exercise price of $18.33 per share that would have expired on July 10, 2019, or the New GM Series B Warrants. The New GM Series A Warrants and the New GM Series B Warrants are referred to collectively as the New GM Warrants, and the New GM Common Stock and the New GM Warrants are referred to collectively as the New GM Securities.

By order dated July 2, 2015, or the Liquidation Order, the Bankruptcy Court approved the conversion of the GUC Trust’s holdings of New GM Securities into cash. To effect such conversion, on July 7, 2015, the GUC Trust converted all of its holdings of New GM Warrants into New GM Common Stock in a cashless exercise. In total, the GUC Trust converted (i) 10,352,556 New GM Series A Warrants into 7,407,155 shares of New GM Common Stock, and (ii) 10,352,556 New GM Series B Warrants into 4,953,635 shares of New GM Common Stock. Thereafter, the GUC Trust sold all of its holdings of New GM Common Stock for net proceeds aggregating $741.7 million, having completed all such sales on August 5, 2015. As a result, all distributions by the GUC Trust thereafter in respect of Allowed General Unsecured Claims (including in respect of the GUC Trust Units) have been and will be made solely in cash.

Pursuant to the Liquidation Order, the proceeds of such liquidation (net of applicable costs, fees, and expenses paid in respect thereof) were allocated to the beneficiaries of the GUC Trust on a pro rata basis in the following manner:

(a) A GUC Trust beneficiary’s entitlement to a particular number of New GM Warrants that were exercised was converted into an entitlement to receive the number of shares of New GM Common Stock into which such New GM Warrants were exercised. Such conversions were 0.71549 shares of New GM Common Stock for each New GM Series A Warrant and 0.47849 shares of Common Stock for each New GM Series B Warrant; and

(b) A GUC Trust beneficiary’s entitlement to a particular number of shares of New GM Common Stock that were liquidated (including the exercised New GM Warrants as set forth above) was converted into an entitlement to receive an amount of cash equal to the weighted average sales price (net of any applicable costs, fees, and expenses paid in respect thereof) of all of the New GM Common Stock sold, multiplied by the number of shares of New GM Common Stock to which such GUC Trust beneficiary would otherwise be entitled (including exercised New GM Warrants as set forth above). Such weighted average sales price for the GUC Trust’s holdings of New GM Common Stock that were sold subsequent to June 30, 2015 was $31.23 per share.

The Plan, as qualified by the Liquidation Order, generally provides for the distribution of Distributable Cash (including Dividend Cash) to holders of Allowed General Unsecured Claims pro rata by the amount of such claims. In that regard, the Plan provides that each holder of an Allowed General Unsecured Claim will obtain, in addition to an initial distribution of Distributable Cash (including Dividend Cash) in such amount as described below, a contingent right to receive, on a pro rata basis, additional Distributable Cash (including Dividend Cash) (only if and to the extent such Distributable Cash is not required to satisfy new Allowed General Unsecured Claims or to fund the liquidation and administrative costs or income tax liabilities of the GUC Trust) available for distribution to the holders of such rights. Such rights are represented by units of beneficial interests in the GUC Trust, or GUC Trust Units, distributed to holders of Allowed General Unsecured Claims in proportion to the amount of their claims, subject to certain rounding rules set forth in the Plan and the GUC Trust Agreement.

Prior to the aforementioned liquidation of all its holdings of New GM Common Stock, the GUC Trust received dividends on the New GM Common Stock it held as of the respective record dates aggregating approximately $24.7 million. Such dividends are required to be applied to the same purpose as the New GM Common Stock to which such dividends relate. When the portion of

Distributable Cash applicable to the proceeds from the liquidation of New GM Common Stock is distributed to holders of subsequently allowed Disputed General Unsecured Claims and Term Loan Avoidance Action Claims, or GUC Trust Units, then the dividends relating to such Distributable Cash are also distributed to such holders. When, however, Distributable Cash is appropriated by the GUC Trust in accordance with the GUC Trust Agreement to fund the costs and liabilities of the GUC Trust, then, in that case, the dividends relating to such Distributable Cash are applied to such costs and liabilities of the GUC Trust and (just like the appropriated Distributable Cash) are maintained in Other Administrative Cash (as defined below under the heading “Funding for the GUC Trust’s Liquidation and Administrative Costs”). Because such dividends are applied to the same purpose as the associated Distributable Cash, any references in this Quarterly Report on Form 10-Q to Distributable Cash should be understood to include the dividends relating to such Distributable Cash, unless expressly stated otherwise. The amount of cash and cash equivalents and marketable securities held by the GUC Trust that relates to dividends received by the GUC Trust on New GM Common Stock previously held by the GUC Trust is referred to as Dividend Cash and is included in the amount of cash and cash equivalents and marketable securities held for distribution to GUC Trust beneficiaries that is referred to herein as Distributable Cash (except to the extent of dividends relating to appropriated Distributable Cash that is classified as Other Administrative Cash following such appropriation).

Pursuant to the GUC Trust Agreement, the GUC Trust is required to make quarterly distributions to the holders of Allowed General Unsecured Claims that were allowed during the immediately preceding fiscal quarter. Under the terms of the Plan, the GUC Trust Agreement and the Liquidation Order (and subject to rounding under the Plan), and following the liquidation of the GUC Trust’s holdings of New GM Securities in July and August 2015, each $1,000 in amount of such new Allowed General Unsecured Claims is entitled to receive (upon delivery of any information required by the GUC Trust) approximately $296 in cash (which dollar value shifts slightly due to rounding as required by the Plan), which represents the net cash value of the New GM Securities that otherwise would have been distributed to such claimant prior to entry of the Liquidation Order, together with associated cash in lieu of fractional shares and Dividend Cash, as well as one GUC Trust Unit. Such initial distribution includes a pro rata share of Distributable Cash associated with New GM Securities that were distributed as Excess GUC Trust Distributable Assets (as defined below) in respect of GUC Trust Units since the Effective Date of the Plan. Quarterly distributions are made to holders of newly Allowed General Unsecured Claims as promptly as practicable after the first day of the fiscal quarter following the periods ending each March 31, June 30, September 30 and December 31, during the life of the GUC Trust.

In addition to the foregoing, the GUC Trust may make at its discretion quarterly distributions in respect of GUC Trust Units if Excess GUC Trust Distributable Assets as of the end of the preceding fiscal quarter exceed certain thresholds set forth in the GUC Trust Agreement. Such distributions in respect of GUC Trust Units, if any, are made as promptly as practicable after the end of the periods ending each March 31, June 30, September 30 and December 31, unless otherwise approved by the Bankruptcy Court. Excess GUC Trust Distributable Assets means (i) Distributable Cash, including Dividend Cash (only if and to the extent such Distributable Cash (a) is not required for the satisfaction of new Allowed General Unsecured Claims and (b) has not been set aside from distribution to fund potential liquidation and administrative costs or income tax liabilities of the GUC Trust (as described below under “Net Assets in Liquidation Distributable—Cash Set Aside from Distribution”) and (ii) Other Administrative Cash available, if any, for distribution to the holders of GUC Trust Units.

As described in “Critical Accounting Policies and Estimates—Income Taxes” below, the GUC Trust’s unused Loss Carryovers (as defined below) potentially could succeed to Claimants (as defined below pursuant to tax rules) upon the termination of the GUC Trust. Reference is made thereto for information regarding such potential distributable Loss Carryovers and the material uncertainties associated therewith.

Funding for the GUC Trust’s Liquidation and Administrative Costs

As of the Effective Date, pursuant to the Plan, MLC funded approximately $52.7 million in cash to the GUC Trust, or the Administrative Fund, to be held and maintained by the GUC Trust Administrator for the purpose of paying certain fees and expenses incurred by the GUC Trust (including the fees and expenses of the GUC Trust Administrator and the GUC Trust Monitor, the fees and expenses of other professionals retained by the GUC Trust, and certain tax obligations), which are referred to as the Wind-Down Costs. The United States Department of the Treasury and the Governments of Canada and Ontario (through Export Development Canada), which are referred to collectively as the DIP Lenders, maintain a lien on the Administrative Fund which relates to certain funds advanced at the commencement of the Debtors’ insolvency proceedings. Consequently, pursuant to the GUC Trust Agreement, any cash or investments from the Administrative Fund which remain at the winding up and conclusion of the GUC Trust must be returned to the DIP Lenders. As of December 31, 2019, the remaining Administrative Fund aggregated approximately $1.2 million (consisting of cash and cash equivalents and marketable securities). Such remaining amount of the Administrative Fund has been designated for the satisfaction of certain specifically identified costs and liabilities of the GUC Trust, and such amount may not be used for the payment of Trust Professionals fees and expenses or other Wind-Down Costs.

The GUC Trust Agreement provides that the Administrative Fund may not be utilized to fund certain specified costs, fees and expenses, which are referred to as Reporting Costs, including those directly or indirectly relating to (i) reports to be prepared and filed by the GUC Trust pursuant to applicable rules, regulations and interpretations of the Securities and Exchange Commission, or the SEC, (ii) the transfer, registration for transfer and certification of GUC Trust Units, (iii) the application by the Committee to the Internal Revenue Service, or the IRS, for a private letter ruling regarding the tax treatment of the GUC Trust and the holders of Allowed General Unsecured Claims in respect to the distribution of New GM Securities, and (iv) certain legal proceedings relating to the Term Loan Avoidance Action. In addition, the Administrative Fund cannot be used to fund any current or projected tax liabilities of the GUC Trust, other than those included in the Administrative Fund budget. However, the GUC Trust Agreement provides the GUC Trust Administrator with the authority to set aside from distribution and appropriate Distributable Cash to fund such Reporting Costs and projected tax liabilities (other than those included in the Administrative Fund budget), with the approval of the Bankruptcy Court and/or the GUC Trust Monitor, in each case as described below. Prior to the sale of all New GM Securities previously held by the GUC Trust in July and August 2015 as described above, the GUC Trust Administrator was authorized to set aside from distribution and sell New GM Securities to fund such Reporting Costs and projected tax liabilities with the approval of the Bankruptcy Court and/or the GUC Trust Monitor as described below.

The GUC Trust Agreement affords the GUC Trust Administrator, with the approval of the GUC Trust Monitor, the authority to set aside from distribution Distributable Cash (previously New GM Securities were set aside) in amounts sufficient to satisfy (i) current or projected Wind-Down Costs of the GUC Trust that exceed the amounts budgeted or were not budgeted in the Administrative Fund, including any U.S. federal income taxes on dividends received by the GUC Trust on New GM Common Stock previously held by the GUC Trust (“Dividend Taxes”) and on investment income earned on holdings of marketable securities and cash equivalents (“Investment Income Taxes”), (ii) current or projected Reporting Costs that exceed the then current Reporting and Transfer Cash, or (iii) any current or projected Taxes on Distribution (as defined below). This process is not related to, and is separate from, the process of recognizing any current and deferred income tax liabilities, as well as reserves for expected costs of liquidation in the Statement of Net Assets in Liquidation as a matter of financial reporting, which is only required for expected costs of liquidation for which there is a reasonable basis for estimation under applicable accounting standards. See “Critical Accounting Policies and Estimates—Reserves for Expected Costs of Liquidation” and “Critical Accounting Policies and Estimates—Income Taxes” below. The GUC Trust Administrator reevaluates, on a quarterly basis, the amount of Distributable Cash needed to be set aside from distribution for purposes of funding projected liquidation and administrative costs (including any projected Dividend Taxes and Investment Income Taxes) and potential Taxes on Distribution.

The GUC Trust Administrator may appropriate Distributable Cash (previously, New GM Securities were sold) that has been set aside from distribution to fund (with the required approval of the Bankruptcy Court) the current or projected Wind-Down Costs (including any Dividend Taxes and Investment Income Taxes) and Reporting Costs of the GUC Trust, and (with the required approval of only the GUC Trust Monitor) any current and projected Taxes on Distribution of the GUC Trust. Such appropriated Distributable Cash (previously the cash proceeds of sales of New GM Securities and the marketable securities in which such cash proceeds were invested) is referred to as Other Administrative Cash. Pursuant to the GUC Trust Agreement, any cash or marketable securities constituting Other Administrative Cash which remain at the winding up and conclusion of the GUC Trust will be distributed to the holders of GUC Trust Units.

Prior to the aforementioned liquidation of all New GM Securities in July and August 2015, the GUC Trust was authorized, with the approval of the GUC Trust Monitor, to set aside from distribution New GM Securities for the funding of Wind-Down Costs and Reporting Costs described above and to sell such set aside New GM Securities with the approval of the Bankruptcy Court. The Bankruptcy Court previously approved in March and December 2012, and again in January 2015, the sale of New GM Securities to fund certain accrued and projected Wind-Down Costs which were in excess of the amounts budgeted in the Administrative Fund for such costs, and certain projected Reporting Costs. Prior to the aforementioned liquidation of all the GUC Trust’s holdings of New GM Securities, sales of New GM Securities to fund projected Wind-Down Costs and Reporting Costs through calendar year 2015 aggregated approximately $61.7 million, including Dividend Cash of $0.2 million and approximately $5.7 million expressly authorized by the GUC Trust Agreement to be liquidated shortly after the Effective Date for the purposes of funding certain Reporting Costs, which is referred to as the Initial Reporting Cash. In December 2015, February 2017, March 2018 and January 2019, the Bankruptcy Court approved the appropriation of Distributable Cash aggregating approximately $48.0 million to fund the projected costs and expenses of the GUC Trust through calendar year 2019. Such appropriations reduced Distributable Cash and increased Other Administrative Cash. As of December 31, 2019, approximately $29.6 million remained in Other Administrative Cash (including interest and dividend income received on marketable securities and cash equivalents) and was recorded in cash and cash equivalents and marketable securities in the accompanying Condensed Statement of Net Assets in Liquidation. In January 2020, the Bankruptcy Court approved the appropriation of Distributable Cash aggregating approximately $10.8 million to fund the projected costs and expenses of the GUC Trust through calendar year 2020. Such appropriation reduced Distributable Cash and increased Other Administrative Cash subsequent to December 31, 2019.

Residual Wind-Down Claims and Costs

In addition to resolving Disputed General Unsecured Claims, the GUC Trust Administrator was required to resolve and satisfy (to the extent allowed) certain disputed administrative expenses, priority tax claims, priority non-tax claims, and secured claims against the Debtors, or the Residual Wind-Down Claims. Upon the dissolution and winding up of MLC on December 15, 2011, or the Dissolution Date, the GUC Trust assumed responsibility for the resolution and satisfaction (to the extent allowed) of such Residual Wind-Down Claims. At that time, MLC transferred to the GUC Trust assets, or the Residual Wind-Down Assets, in an amount sufficient, based upon the Debtors’ reasonable estimates, to satisfy the residual Wind-Down Claims and the costs, fees and expenses related to satisfying and resolving the Residual Wind-Down Claims, or the Residual Wind-Down Costs. The Residual Wind-Down Assets so transferred approximated $42.8 million consisting of approximately $40.0 million in cash (including approximately $1.4 million for the payment of certain defense costs related to the Term Loan Avoidance Action, or Avoidance Action Defense Costs) and the transferred benefit of approximately $2.8 million in prepaid expenses.

The amount of Avoidance Action Defense Costs incurred by the GUC Trust exceeded the corresponding cash received by the GUC Trust from MLC on the Dissolution Date by approximately $30.2 million. As a result, new Residual Wind-Down Claims arose in the amount of such excess. As a result of the Term Loan Avoidance Action settlement described above and in Part II, Item 1 (“Legal Proceedings”) and by virtue of the terms of the settlement agreement, the GUC Trust is not responsible for payment of any further Avoidance Action Defense Costs.

Pursuant to the GUC Trust Agreement and the Plan, the Residual Wind-Down Assets are to be administered in accordance with the GUC Trust Agreement and the Plan and are to be used to satisfy and resolve the Residual Wind-Down Claims and to fund the Residual Wind-Down Costs. Any unused portions of the Residual Wind-Down Assets must be returned to the DIP Lenders and will not be available for distribution to the holders of GUC Trust Units at the winding up and conclusion of the GUC Trust. While not expected, if, collectively, the actual amounts of Residual Wind-Down Claims allowed and the Residual Wind-Down Costs exceed the Residual Wind-Down Assets, the GUC Trust Administrator may be required to set aside from distribution and appropriate Distributable Cash to fund the shortfall. Any such appropriation of Distributable Cash would reduce the amount of Distributable Cash available for distribution to holders of GUC Trust Units.

As of December 31, 2019, Residual Wind-Down Assets aggregating approximately $0.2 million were held by the GUC Trust and are recorded in marketable securities in the accompanying Condensed Statement of Net Assets in Liquidation. There were no remaining expected Residual Wind-Down Claims and Costs against such assets as of December 31, 2019. Accordingly, the GUC Trust expects to return the remaining Residual Wind-Down Assets to the DIP Lenders upon the winding up and conclusion of the GUC Trust. A corresponding amount is recorded in the reserve for Residual Wind-Down Claims and Costs in the accompanying Condensed Statement of Net Assets in Liquidation.

Other Assets Received from MLC on the Dissolution Date

In addition to the Residual Wind-Down Assets, the GUC Trust also received on the Dissolution Date approximately $3.4 million in cash from MLC, which amount included: (i) approximately $2.0 million designated for Reporting Costs and (ii) approximately $1.4 million designated for reimbursements to indenture trustees and fiscal and paying agents under the Debtors prepetition debt issuances for costs associated with, among other things, administering distributions to registered holders of the debtors’ prepetition debt issuances, or Indenture Trustee / Fiscal and Paying Agent Costs. Any unused portion of the funds designated for Indenture Trustee / Fiscal and Paying Agent Costs must be returned to the DIP Lenders and will not be available for distribution to the holders of GUC Trust Units at the winding up and conclusion of the GUC Trust. As of December 31, 2019, funds designated for the Indenture Trustee / Fiscal and Paying Agent Costs of approximately $0.1 million were held by the GUC Trust and are recorded in cash and cash equivalents and marketable securities in the accompanying Condensed Statement of Net Assets in Liquidation. A corresponding amount is recorded in the reserves for expected costs of liquidation in the accompanying Condensed Statement of Net Assets in Liquidation as of December 31, 2019. None of the approximately $2.0 million in funds designated for Reporting Costs remained as of December 31, 2019.

Income Tax Liabilities for Certain Capital Gains, Investment Income and Dividends on New GM Common Stock

The GUC Trust incurs U.S. federal income tax liabilities on capital gains realized upon the distribution of New GM Securities to holders of Allowed General Unsecured Claims or GUC Trust Units and by sale of New GM Securities, unless such capital gains are offset by capital losses, deductible expenses and accumulated net operating losses, which are referred to as Taxes on Distribution. The GUC Trust also incurs U.S. federal income tax liabilities on investment income and dividends received on New GM Common Stock previously held by the GUC Trust, unless such income is offset by deductible expenses and accumulated net operating losses (such income tax liabilities on dividends received on New GM Common Stock and investment income are referred to as Dividend Taxes and Investment Income Taxes, respectively). The GUC Trust records any current taxes payable from such realized net capital gains and interest and dividends (net of deductible operating losses and expenses) and records a deferred tax asset with a corresponding

valuation allowance (resulting in no net deferred tax asset) for remaining net capital loss carryovers from the disposition of New GM Securities, along with net operating loss carryovers. A full valuation allowance is recorded because, as a result of the liquidation of all of the GUC Trust’s holdings of New GM Securities, it has been determined that such deferred tax assets are not realizable. See “Critical Accounting Policies and Estimates—Income Taxes” below. As a result of cumulative capital losses utilizing the new tax position described below and net operating losses, the GUC Trust has not incurred or paid any income tax liabilities, and, as described below, the GUC Trust does not expect to incur any income tax liabilities in the future.

Following the GUC Trust’s determination to utilize the new tax position set forth above, the GUC Trust filed its U.S. federal income tax returns for the years ended March 31, 2013 and thereafter with the IRS using such new tax position. Such tax returns were accompanied by requests for prompt determination of tax liability pursuant to Section 505(b) of the Bankruptcy Code, and the 60-day statutory notification periods set forth in Section 505(b) of the Bankruptcy Code with respect to the GUC Trust’s U.S. federal income tax returns for the year ended March 31, 2019 and prior years have expired. Accordingly, the tax liabilities set forth in the GUC Trust’s U.S. federal income tax returns for the year ended March 31, 2019 and prior years are no longer subject to examination by the IRS, and no income taxes can be assessed for such years. Also, no income taxes are expected to be paid in the future as a result of the liquidation of all the GUC Trust’s holdings of New GM Securities during the year ended March 31, 2016.

~~Term~~On ~~Loan~~June ~~Avoidance~~24, ~~Action~~2020, the GUC Trust filed its U.S. federal income tax return for the year ended March 31, 2020 with the IRS and requested prompt determination of tax liability pursuant to Section 505(b) of the Bankruptcy Code that same day. As of the date of this Quarterly Report on Form 10-Q, the GUC Trust has not received notification from the IRS whether or not its income tax return for the year ended March 31, 2020 has been selected for examination.

OnRemaining ~~July 31,~~net ~~2009,~~operating ~~the~~loss ~~Committee~~carryovers ~~commenced~~generated athrough ~~legal~~June 30, ~~action~~2020, ~~against~~aggregating ~~certain~~$142.7 million, ~~prepetition~~could ~~lenders~~be ofsubject ~~the~~to ~~Debtors,~~examination ~~styled~~by asthe ~~Official~~IRS ~~Committee~~in ofsubsequent ~~Unsecured~~years ~~Creditors~~when ofthose ~~Motors~~losses, ~~Liquidation~~if ~~Co. v. JPMorgan Chase Bank~~any, ~~N.A.~~are ~~et al~~utilized. ~~(Adv.~~The ~~Pro.~~GUC ~~No. 09-00504~~Trust ~~(Bankr.~~does ~~S.D.N.Y.~~not ~~July 31,~~expect ~~2009)), which is referred~~ to asutilize ~~the~~any ~~Term~~net ~~Loan~~operating ~~Avoidance~~loss ~~Action. Among~~carryovers ~~other~~(on ~~things,~~a ~~the~~net ~~Term~~basis) ~~Loan~~in ~~Avoidance Action sought~~ the ~~return of approximately $1~~future.~~5 billion~~ ~~that~~All ~~had~~capital ~~been~~loss ~~transferred~~carryovers tohave aexpired ~~consortium~~as of ~~prepetition lenders of the Debtors~~March 31, ~~pursuant~~2020. toThe ~~the~~net operating ~~court~~loss ~~order~~carryovers ~~approving~~begin ~~the~~to ~~debtor-in-possession~~expire ~~loans~~on ~~made~~March 31, ~~by the DIP Lenders to MLC~~2032. ~~On the Dissolution Date~~However, ~~the~~pursuant ~~Term Loan Avoidance Action was transferred~~ to athe ~~trust~~enactment ~~established~~of ~~for~~ the ~~purpose~~“Tax ~~of holding~~Cuts and ~~prosecuting~~Jobs ~~the~~Act” ~~Term~~in ~~Loan~~December ~~Avoidance Action~~2017, ornet ~~the~~operating ~~Avoidance~~losses ~~Action~~generated ~~Trust.~~by Asthe ~~previously~~GUC ~~disclosed~~Trust ~~and as further described~~ in ~~Part~~tax ~~II,~~years ~~Item~~beginning April 1 ~~(“Legal Proceedings”)~~, 2018, ado ~~settlement~~not ~~was~~expire. ~~reached~~These ~~among~~loss ~~the~~carryovers ~~parties~~in to the ~~Term~~aggregate ~~Loan Avoidance~~result ~~Action~~in ~~pursuant~~a todeferred ~~which~~tax ~~approximately~~asset of $~~231~~52.08 million ~~was~~at ~~recovered on July~~June 130, ~~2019~~2020 by(reflected ~~the~~in ~~Avoidance Action Trust from~~ the ~~defendants~~table ~~to the Term Loan Avoidance Action~~above). ~~Pursuant~~As todescribed ~~the~~in ~~GUC~~“Critical ~~Trust~~Accounting ~~Agreement,~~Policies onand ~~July 1, 2019,~~Estimates—Income ~~such~~Taxes” ~~defendants received Allowed General Unsecured Claims against the GUC Trust~~ in ~~the~~Item 2 ~~amount so disgorged to the Avoidance Action Trust~~ (~~such allowed general unsecured claims~~ “~~Resolved~~Management’s ~~Term~~Discussion ~~Loan Avoidance Action Claims,”~~ and ~~together~~Analysis ~~with Resolved~~of ~~Disputed~~Financial ~~Claims,~~Condition ~~the~~and ~~“Resolved~~Results ~~Allowed~~of ~~Claims~~Operations”)~~. Accordingly~~, the ~~holders~~GUC ofTrust’s ~~the~~loss ~~Resolved~~carryovers ~~Term~~(including ~~Loan~~those ~~Avoidance~~no ~~Action~~longer ~~Claims~~available ~~became~~for ~~entitled~~utilization toby ~~receive a distribution from~~ the GUC Trust ~~of approximately $68.5 million. As of~~) ~~December 31,~~potentially ~~2019,~~could ~~approximately~~succeed ~~$67.8 million~~to ~~had~~Claimants ~~been~~(as ~~distributed~~defined byabove ~~the~~pursuant ~~GUC Trust~~ to ~~such~~tax ~~holders~~rules). ~~Pursuant~~Reference tois ~~the~~made ~~Plan,~~thereto nofor ~~funds~~further ~~reclaimed~~information ~~from~~regarding ~~the~~such ~~prepetition~~potential ~~lenders~~distributable inloss ~~the~~carryovers ~~Term~~and ~~Loan Avoidance Action were transferred to or otherwise benefited~~ the ~~GUC~~material ~~Trust~~uncertainties orassociated ~~will be distributed on account of GUC Trust Units~~therewith.

AsA ~~used~~full invaluation ~~this~~allowance ~~Quarterly~~against ~~Report~~net ondeferred ~~Form~~tax ~~10-Q~~assets aggregating $57.0 million was established as of June 30, 2020 because, as a result of the liquidation ~~amounts~~of all of ~~“Disputed~~the ~~General~~GUC ~~Unsecured~~Trust’s ~~Claims”~~holdings doof New GM Securities, it has been determined that such deferred tax assets are not ~~include~~realizable ~~any~~at ~~Term~~this ~~Loan~~time. ~~Avoidance~~Such ~~Action~~valuation ~~Claims~~allowance was decreased by $1.7 million from the full valuation allowance against net deferred tax assets established as of March 31, 2020.

~~Critical~~13 ~~Accounting Policies and Estimates~~

Liquidation Basis of Accounting

The GUC Trust was created for the purposes described in Note 1 (“Description of Trust and Reporting Policies”) to the financial statements and has a finite life. As a result, the GUC Trust has prepared its financial statements on the liquidation basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under the liquidation

basis of accounting, assets are stated at their estimated realizable value, which is the non-discounted amount of cash into which an asset is expected to be converted during liquidation, while liabilities continue to be recognized at the amount required by other U8.S. ~~GAAP,~~Related ~~and~~Party ~~are~~Transactions not remeasured to reflect any anticipation that an entity will be legally released from an obligation. Additionally, under the liquidation basis of accounting, a reserve is established for estimated costs expected to be incurred during liquidation. Such costs are accrued when there is a reasonable basis for estimation. An accrual is also made for estimated income or cash expected to be received over the liquidation period to the extent that a reasonable basis for estimation exists. The valuation of assets at realizable value, reserves for expected liquidation costs and the accrual for investment income from marketable securities and cash equivalents represent estimates, based on present facts and circumstances known to the GUC Trust Administrator, and are subject to change. These estimates are periodically reviewed and adjusted as appropriate. As described below under the headings “Cash Equivalents, Marketable Securities and Accrued Investment Income on Cash Equivalents and Marketable Securities” and “Reserves for Expected Costs of Liquidation,” estimates for investment income expected to be earned over the remaining liquidation period and estimates for the expected costs of liquidation may change in the near term, and such change could be material.

~~The~~In ~~GUC~~addition ~~Trust~~to ~~beneficiaries~~serving ~~are~~as ~~future~~GUC ~~and~~Trust Administrator, toWilmington ~~the~~Trust ~~extent~~Company ~~their~~continues ~~liquidating~~to ~~distributions~~serve ~~have~~as ~~not~~trustee ~~yet~~pursuant ~~been~~to ~~paid~~the toindentures ~~them,~~for ~~current~~certain ~~holders~~series of ~~Allowed~~previously ~~General~~outstanding ~~Unsecured~~debt ~~Claims and future and current holders~~ of ~~GUC Trust Units~~MLC. AsWilmington ~~Disputed~~Trust ~~General~~Company ~~Unsecured~~has ~~Claims~~received and ~~Term~~may ~~Loan~~receive ~~Avoidance~~in ~~Claims are resolved and allowed and thereby become Allowed General Unsecured Claims,~~ the ~~holders~~future ~~thereof become~~certain ~~entitled~~customary tofees ~~receive~~in ~~liquidating~~amounts ~~distributions~~consistent ofwith ~~Distributable~~Wilmington ~~Cash (including Dividend Cash) and GUC~~ Trust ~~Units~~Company’s ~~pro~~standard ~~rata~~rates byfor ~~the amount of~~ such ~~claims~~service. ~~Upon~~The ~~such~~Bankruptcy ~~occurrence, the GUC Trust incurs an obligation to distribute Distributable Cash~~Court ~~and,~~previously ~~accordingly,~~approved ~~liquidating distributions payable are recorded in~~ the ~~amount~~creation of ~~Distributable~~a ~~Cash~~segregated ~~(previously~~fund for the ~~fair~~purposes ~~value~~ of ~~New~~funding GMsuch ~~Securities)~~fees ~~that~~for ~~the~~Wilmington ~~GUC~~ Trust isCompany, ~~obligated~~as towell ~~distribute~~ as of the ~~end~~other ofindenture ~~the~~trustees ~~period in which Disputed General Unsecured Claims~~ and ~~Term~~fiscal ~~Loan Avoidance Action Claims are resolved as Allowed General Unsecured Claims. Prior to the resolution~~ and ~~allowance~~paying ofagents ~~Disputed General Unsecured Claims and Term Loan Avoidance Action Claims, liabilities are not recorded~~ for ~~the~~previously ~~conditional~~outstanding ~~obligations~~debt ~~associated~~of ~~with Disputed General Unsecured Claims and Term Loan Avoidance Action Claims~~MLC. ~~Rather,~~There ~~the~~were ~~beneficial~~no ~~interests~~such fees offor ~~GUC~~Wilmington Trust ~~beneficiaries~~Company in the ~~residual~~three ~~assets~~months ofended ~~the~~June ~~GUC~~30, ~~Trust~~2020 ~~are~~and ~~reflected in Net Assets in Liquidation of the GUC Trust in the financial statements~~2019.

~~Under~~In ~~the~~addition, ~~liquidation~~Wilmington ~~basis~~Trust ofCompany ~~accounting,~~has entered into certain arrangements with the GUC Trust ~~presents~~pursuant ~~two principal~~to ~~financial~~which ~~statements:~~it aor ~~Statement~~its ofaffiliates ~~Net~~have ~~Assets~~previously received, and may in ~~Liquidation~~the future receive, reasonable and acustomary ~~Statement~~fees ofand ~~Changes~~commissions infor ~~Net~~services ~~Assets~~other than services in ~~Liquidation.~~the Incapacity ~~addition,~~of ~~although~~GUC ~~not~~Trust Administrator. ~~required~~Such ~~under~~arrangements include the ~~liquidation~~provision ~~basis~~ of ~~accounting~~custodial, investment advisory and brokerage services to the GUC Trust. ~~also~~During ~~presents~~the athree ~~Statement of~~months ~~Cash~~ended ~~Flows~~June 30, in2020 ~~accordance~~and ~~with~~2019, the ~~requirements~~total amounts of ~~the~~such ~~GUC~~fees ~~Trust~~and ~~Agreement~~commissions were approximately $51,000 and $63,000, respectively.

~~Dividends~~Item ~~Received~~2. onManagement’s ~~New~~Discussion GMand ~~Common~~Analysis ~~Stock~~of Financial Condition and Results of Operations

The ~~GUC~~following ~~Trust~~addresses ~~previously~~material ~~held~~changes ~~New~~in GMthe ~~Securities~~net ~~for~~assets ~~future distribution~~ in ~~respect~~liquidation of ~~Allowed General Unsecured Claims and GUC Trust Units. The securities held consisted of shares of New GM Common Stock and New GM Warrants. As described above under “Functions and Responsibilities of~~ the ~~GUC~~Motors ~~Trust—Distributions~~Liquidation ~~and~~Company ~~Distributable Assets of the~~ GUC Trust,~~” pursuant to the~~ ~~Liquidation~~or ~~Order,~~ the GUC Trust, ~~liquidated~~for ~~all of~~ its ~~holdings~~first offiscal ~~New~~quarter GMended ~~Securities~~June 30, ~~during July and August 2015~~2020. ~~Dividends~~It ~~were~~is ~~received~~intended ~~on previously held New GM Common Stock and such dividends are required~~ to be ~~applied~~read toin ~~the~~conjunction ~~same~~with ~~purpose as~~ the ~~New~~ GMcondensed ~~Common~~financial ~~Stock~~statements ~~to which such dividends relate. When the portion~~ of ~~Distributable Cash applicable to~~ the ~~liquidated New GM Common Stock is distributed to holders of subsequently Resolved Allowed Claims and~~ GUC Trust ~~Units,~~included ~~then~~in ~~the~~Item ~~dividends relating~~1 toabove, ~~such~~which ~~Distributable~~we ~~Cash~~refer ~~are also distributed~~ to ~~such~~as ~~holders. When, however, Distributable Cash is appropriated by~~ the ~~GUC~~financial ~~Trust~~statements. inFor additional ~~accordance~~information ~~with~~about the ~~GUC~~purpose ~~Trust Agreement to fund the costs~~ and ~~liabilities~~administrative operations of the GUC Trust, ~~then,~~see ~~in that case,~~ the ~~dividends~~disclosure ~~relating~~in tothe ~~such~~notes ~~appropriated Distributable Cash are applied~~ to ~~such costs and liabilities of~~ the ~~GUC~~financial ~~Trust~~statements ~~and~~filed ~~(just~~with ~~like~~this ~~the~~Quarterly ~~appropriated~~Report ~~Distributable~~on ~~Cash)~~Form ~~are~~10-Q ~~maintained~~and in ~~Other Administrative Cash. Because such dividends~~the ~~are~~Annual ~~applied~~Report toon ~~the~~Form ~~same~~10-K ~~purpose~~for as the ~~associated~~year ~~Distributable~~ended ~~Cash~~March 31, ~~any~~2020 ~~references~~filed to Distributable Cash should be understood to include the dividends relating to such Distributable Cash, unless expressly indicated otherwise. The amount of cash and cash equivalents and marketable securities held by the GUC Trust ~~that~~with ~~relates to dividends received by~~ the ~~GUC~~SEC ~~Trust~~ on ~~New~~June 3, GM2020. ~~Common~~A ~~Stock~~glossary ~~previously~~of ~~held~~defined byterms ~~the~~used ~~GUC Trust is referred to as Dividend Cash and is included~~ in ~~the~~this ~~amount~~Quarterly ofReport ~~cash and~~on ~~cash~~Form ~~equivalents~~10-Q ~~and marketable securities held for distribution to GUC Trust beneficiaries that~~ is ~~referred~~provided tounder ~~as Distributable Cash (except to~~ the ~~extent~~heading of“Glossary” ~~dividends relating to appropriated Distributable Cash that is classified as Other Administrative Cash following such appropriation)~~below.

~~Cash~~Overview ~~Equivalents, Marketable Securities and Accrued Investment Income on Cash Equivalents and Marketable Securities~~

~~Cash~~The ~~equivalents~~GUC ~~consist~~Trust ofis ~~balances~~a ~~held~~successor into ~~money~~Motors ~~market~~Liquidation ~~funds.~~Company ~~Marketable~~(which ~~securities~~dissolved ~~consist~~on December 15, 2011), or MLC, for the purposes of Section 1145 of ~~short-term~~title ~~investments~~11 inof ~~U.S.~~the ~~Treasury~~United ~~bills~~States Code, or the Bankruptcy Code. The GUC Trust ~~has~~was ~~valued~~initially ~~these~~formed ~~securities~~on atMarch 30, ~~carrying value~~2011, ~~which~~for ~~approximates~~the ~~fair~~purposes ~~value~~of ~~(when~~implementing ~~receivables~~the ~~for~~Second ~~associated~~Amended ~~interest~~Joint ~~income~~Chapter ~~earned~~11 ~~included~~Plan, inor ~~accrued~~the ~~investment~~Plan, ~~income~~of MLC and its affiliated debtors-in-possession, or the ~~accompanying~~ ~~Condensed~~Debtors, ~~Statement~~which ofwas ~~Net~~filed ~~Assets~~with inthe ~~Liquidation~~United ~~are~~States ~~combined~~Bankruptcy ~~with~~Court for the ~~carrying~~Southern ~~value~~District of ~~such~~New ~~securities).~~York, ~~Estimated~~or ~~investment~~the ~~income~~Bankruptcy ~~expected~~Court, on toMarch 18, be2011. ~~earned~~The Plan subsequently became effective on ~~short-term~~March 31, ~~investments~~2011, inor ~~marketable~~the ~~securities~~Effective isDate, ~~accrued~~and, ~~under~~on April 18, 2013, the ~~liquidation~~ ~~basis~~Bankruptcy ofCourt ~~accounting~~entered toan ~~the~~order ~~extent~~granting ~~that~~the aGUC ~~reasonable~~Trust’s ~~basis~~request for ~~estimation~~entry ~~exists.~~of ~~Such~~a ~~accrual~~final isdecree administratively ~~estimated~~closing ~~principally~~each ~~based~~of onthe ~~forecasted~~Debtors’ ~~cash~~chapter ~~outflows~~11 ~~and~~cases ~~expected~~other ~~returns~~than ~~based~~the onchapter ~~recent~~11 ~~yields~~ case of MLC.

22Functions and Responsibilities of the GUC Trust

~~Table~~The functions and responsibilities of ~~Contents~~the GUC Trust are governed by the Plan and the Second Amended and Restated Motors Liquidation Company GUC Trust Agreement, dated as of July 30, 2015, or the GUC Trust Agreement. The GUC Trust is administered by Wilmington Trust Company, not in its individual capacity but solely in its capacity as trust administrator and trustee, or the GUC Trust Administrator. As set forth in the GUC Trust Agreement, the activities of the GUC Trust Administrator are overseen by FTI Consulting, Inc., solely in its capacity as trust monitor of the GUC Trust, or the GUC Trust Monitor. Although the GUC Trust has no officers, directors or employees, the GUC Trust Administrator is authorized by the GUC Trust Agreement to engage professionals and other service providers to assist the GUC Trust Administrator in the administration of the GUC Trust, or the GUC Trust Professionals. Accordingly, the GUC Trust and GUC Trust Administrator rely on receiving accurate information, reports and other representations from such professionals and service providers and from the GUC Trust Monitor.

~~(or~~Among ~~expected~~its ~~yields~~other ~~resulting~~duties ~~from~~and ~~recent~~obligations, ~~changes~~the inGUC Trust is obligated pursuant to the ~~federal~~Plan ~~funds~~and ~~rate~~the GUC Trust Agreement to (i) distribute onthe ~~U.S.~~assets ~~Treasury~~comprising ~~bills~~the incorpus ~~which~~of the ~~marketable~~GUC ~~securities~~Trust to satisfy the general unsecured claims against the Debtors that are ~~invested.~~allowed ~~Estimates~~pursuant ofto ~~forecasted~~the ~~cash~~Plan, ~~outflows~~or ~~consider~~ the ~~estimated~~Allowed ~~amount~~General Unsecured Claims, (ii) prosecute and ~~timing~~resolve objections ofto ~~distributions~~the ingeneral ~~respect~~unsecured ofclaims ~~GUC~~against ~~Trust~~the ~~Units.~~Debtors ~~Such~~that ~~estimates~~are ~~may~~disputed ~~change~~at ina given time, or Disputed General Unsecured Claims, (iii) take all necessary actions to administer the ~~near~~wind-down ~~term~~of the affairs of the Debtors, and ~~such~~(iv) to resolve ~~change~~and ~~may~~satisfy be(to ~~material~~the extent allowed) the Residual Wind-Down Claims (as defined below) assumed by the GUC Trust.

~~Reserves~~Distributions and ~~for~~Distributable ~~Residual~~Assets ~~Wind-Down~~of ~~Claims~~the ~~and~~GUC ~~Residual~~Trust ~~Wind-Down Costs~~

~~Upon~~As ~~the dissolution~~ of ~~MLC, which occurred on December~~June 1530, ~~2011~~2020, the ~~GUC~~principal ~~Trust~~assets ~~became~~comprising ~~responsible~~the ~~for~~corpus ~~resolving~~of ~~and~~the ~~satisfying~~GUC ~~(to~~Trust ~~the~~are ~~extent~~holdings ~~allowed)~~of ~~all~~cash ~~remaining~~and ~~Residual~~cash ~~Wind-Down~~equivalents ~~Claims.~~and Onmarketable ~~the~~securities ~~date~~resulting offrom ~~dissolution~~the ofliquidation ~~the~~in ~~Debtors,~~July ~~the~~and ~~Debtors~~August ~~transferred~~2015 toof the GUC Trust’s ~~Residual~~previously ~~Wind-Down~~held ~~Assets~~(i) shares inof ancommon ~~amount~~stock ~~necessary~~of toGeneral ~~satisfy~~Motors ~~the~~Company, ~~ultimate~~or ~~allowed~~the ~~amount~~New ofGM ~~such~~Common ~~Residual~~Stock, ~~Wind-Down Claims~~ (~~including~~ii) warrants ~~certain~~to ~~Avoidance~~acquire ~~Action~~shares ~~Defense~~of ~~Costs)~~New ~~and~~GM ~~the~~Common ~~Residual~~Stock ~~Wind-Down~~at ~~Costs,~~an asexercise ~~estimated~~price byof ~~the Debtors~~$10.00 Aper ~~corresponding~~share ~~amount~~that ~~was~~would ~~recorded~~have inexpired ~~the~~on ~~reserves~~July 10, ~~for~~2016, ~~Residual~~or ~~Wind-Down~~the ~~Claims~~New ~~and~~GM ~~Costs.~~Series ~~Should~~A ~~the~~Warrants, ~~Residual Wind-Down Claims~~ and ~~the~~(iii) warrants ~~Residual~~to ~~Wind-Down~~acquire ~~Costs~~shares beof ~~less~~New ~~than~~GM ~~the~~Common ~~Residual~~Stock ~~Wind-Down~~at an ~~Assets,~~exercise ~~any~~price ~~excess~~of ~~funds~~$18.33 ~~will~~per beshare ~~returned~~that towould ~~the~~have ~~DIP~~expired ~~Lenders.~~on ~~While not expected~~July 10, if2019, ~~collectively,~~or the ~~actual~~New ~~amounts~~GM ofSeries ~~Residual~~B ~~Wind-Down~~Warrants. ~~Claims~~The ~~allowed~~New ~~and~~GM ~~the Residual~~Series ~~Wind-Down~~A ~~Costs~~Warrants ~~exceed~~and the ~~Residual~~New ~~Wind-Down~~GM ~~Assets,~~Series ~~the~~B ~~GUC~~Warrants ~~Trust~~are ~~Administrator~~referred ~~may be required~~ to ~~set~~collectively ~~aside~~as ~~from distribution and appropriate Distributable Cash to fund~~ the ~~shortfall.~~New ~~Any~~GM ~~such~~Warrants, ~~appropriation~~and ~~would reduce~~ the ~~amount~~New ofGM ~~Distributable~~Common ~~Cash~~Stock ~~(including~~and ~~Dividend~~the ~~Cash)~~New ~~available~~GM ~~for~~Warrants ~~distribution~~are referred to ~~holders~~collectively ofas ~~GUC~~the ~~Trust~~New ~~Units~~GM Securities.

~~Reserves~~By ~~for~~order ~~Expected~~dated ~~Costs~~July 2, of2015, or the Liquidation Order, the Bankruptcy Court approved the conversion of the GUC Trust’s holdings of New GM Securities into cash. To effect such conversion, on July 7, 2015, the GUC Trust converted all of its holdings of New GM Warrants into New GM Common Stock in a cashless exercise. In total, the GUC Trust converted (i) 10,352,556 New GM Series A Warrants into 7,407,155 shares of New GM Common Stock, and (ii) 10,352,556 New GM Series B Warrants into 4,953,635 shares of New GM Common Stock. Thereafter, the GUC Trust sold all of its holdings of New GM Common Stock for net proceeds aggregating $741.7 million, having completed all such sales on August 5, 2015. As a result, all distributions by the GUC Trust thereafter in respect of Allowed General Unsecured Claims (including in respect of the GUC Trust Units) have been and will be made solely in cash.

~~Under~~14 the liquidation basis of accounting, the GUC Trust is required to estimate and accrue the costs associated with implementing the Plan and distributing the GUC Trust’s distributable assets. These costs, described as Wind-Down Costs and Reporting Costs in Note 2 (“Plan of Liquidation”) to the financial statements, consist principally of professional fees, costs of governance, and other administrative expenses. These amounts may vary significantly due to, among other things, the time and effort required to complete all activities and distributions under the Plan. The GUC Trust has recorded reserves for expected costs of liquidation that represent estimated costs to be incurred over the remaining liquidation period of the GUC Trust for which there is a reasonable basis for estimation. The amount of liquidation costs that will ultimately be incurred depends both on the period of time and on the extent of activities required for the GUC Trust to complete its functions and responsibilities under the Plan and the GUC Trust Agreement. Significant uncertainty remains both as to that time period and as to the extent of those activities. As a result, estimates for the expected costs of liquidation may change in the near term, and such change could be material.

AsPursuant to the ~~GUC~~Liquidation ~~Trust incurs liquidation costs~~Order, the ~~reserves~~proceeds ~~are~~of ~~released~~such toliquidation ~~offset~~(net ~~the~~of applicable costs, ~~incurred~~fees, and aexpenses ~~liability to the service provider is recognized as an accounts payable or accrued liability until~~ paid. Inin ~~addition,~~respect ~~because~~thereof) ~~the~~were ~~GUC~~allocated ~~Trust only records reserves for expected costs for which there is a reasonable basis for estimation under applicable U.S. GAAP, additional costs may be identified from time~~ to ~~time~~the ~~for~~beneficiaries ~~which~~of ~~additional reserves must be recorded. As such costs are identified,~~ the GUC Trust ~~records~~on ana ~~increase~~pro torata ~~its~~basis ~~reserves and charges such increase as an addition to such reserves~~ in the ~~Statement~~following ofmanner: ~~Changes in Net Assets in Liquidation.~~

~~The~~(a) ~~process~~A ofGUC ~~recording~~Trust ~~reserves~~beneficiary’s ~~for~~entitlement ~~expected~~to ~~costs of liquidation as~~ a ~~matter~~particular number of ~~financial~~New ~~reporting~~GM isWarrants ~~separate and~~that ~~distinct~~were ~~from~~exercised ~~the~~was ~~process~~converted byinto ~~which~~an ~~Distributable~~entitlement ~~Cash~~to isreceive ~~set aside from distribution for~~ the ~~purposes~~number of ~~funding~~shares ~~projected costs~~ of ~~liquidation.~~New ~~Such~~GM ~~projected~~Common ~~costs~~Stock ~~are~~into ~~generally~~which ~~estimated~~such onNew aGM ~~more~~Warrants ~~conservative~~were (iexercised.~~e.,~~ ~~more~~Such ~~inclusive)~~conversions ~~basis~~were ~~and include contingencies that are not permitted to be accrued in reserves for expected costs of liquidation under applicable U~~0.S.71549 ~~GAAP.~~shares ~~For a more complete description~~ of ~~the~~New ~~process~~GM ofCommon ~~setting~~Stock ~~aside~~for ~~Distributable~~each ~~Cash~~New toGM ~~fund~~Series ~~projected~~A ~~costs~~Warrant and ~~potential~~ ~~liabilities~~0.47849 ofshares ~~the GUC Trust, see “Functions and Responsibilities~~ of ~~the~~Common ~~GUC~~Stock ~~Trust-Funding~~ for ~~the~~each ~~GUC~~New ~~Trust’s~~GM ~~Liquidation~~Series ~~and~~B ~~Administrative~~Warrant; ~~Costs” above~~ and ~~“Net Assets in Liquidation—Distributable Cash Set Aside from Distribution” below.~~

~~Table~~Following the liquidation described above, the GUC Trust has invested most of ~~Contents~~the proceeds in certain marketable securities as permitted under the GUC Trust Agreement. The amount of cash and cash equivalents and marketable securities held for distribution to GUC Trust beneficiaries, including Dividend Cash (as defined below) is referred to herein as Distributable Cash.

~~Income~~The ~~Taxes~~Plan, as qualified by the Liquidation Order, generally provides for the distribution of Distributable Cash (including Dividend Cash) to holders of Allowed General Unsecured Claims pro rata by the amount of such claims. In that regard, the Plan provides that each holder of an Allowed General Unsecured Claim will obtain, in addition to an initial distribution of Distributable Cash (including Dividend Cash) in such amount as described below, a contingent right to receive, on a pro rata basis, additional Distributable Cash (including Dividend Cash) (only if and to the extent such Distributable Cash is not required to satisfy new Allowed General Unsecured Claims or to fund the liquidation and administrative costs or income tax liabilities of the GUC Trust) available for distribution to the holders of such rights. Such rights are represented by units of beneficial interests in the GUC Trust, or GUC Trust Units, distributed to holders of Allowed General Unsecured Claims in proportion to the amount of their claims, subject to certain rounding rules set forth in the Plan and the GUC Trust Agreement.

~~The~~Prior to the aforementioned liquidation of all its holdings of New GM Common Stock, the GUC Trust isreceived ~~considered~~dividends on the New GM Common Stock it held as of the respective record dates aggregating approximately $24.7 million. Such dividends are required to be aapplied ~~Disputed~~to ~~Ownership~~the ~~Fund~~same ~~pursuant~~purpose as the New GM Common Stock to ~~Treasury~~which ~~Regulation Section 1~~such dividends relate.~~468B-9.~~ ~~Because~~When ~~all~~the portion of Distributable Cash applicable to the ~~assets~~proceeds ~~that~~from ~~have~~the ~~been~~liquidation ~~transferred~~of New GM Common Stock is distributed to ~~the~~holders ~~GUC~~of ~~Trust~~Allowed ~~are~~General ~~passive~~Unsecured ~~investments,~~Claims ~~the~~or GUC Trust isUnits, ~~taxed~~then asthe adividends ~~Qualified~~relating ~~Settlement~~to ~~Fund~~such ~~(or~~Distributable ~~QSF)~~Cash ~~pursuant~~are also distributed to ~~Treasury~~such ~~Regulation Section 1~~holders.~~468B-9(c)(1)(ii).~~ ~~The~~When, ~~QSF~~however, ~~tax~~Distributable ~~status~~Cash ofis appropriated by the GUC Trust ~~was~~in ~~approved~~accordance bywith the ~~IRS~~GUC inTrust aAgreement ~~private~~to ~~letter~~fund ~~ruling~~the ~~issued~~costs onand ~~March 2~~liabilities of the GUC Trust, ~~2011.~~then, Inin ~~general~~that case, athe ~~QSF~~dividends ~~computes~~relating ~~taxable~~to ~~income~~such inDistributable ~~the~~Cash are ~~same~~applied ~~manner~~to assuch acosts ~~corporation~~and ~~but~~liabilities ~~pays~~of ~~federal~~the ~~income~~GUC ~~tax~~Trust ~~using~~and ~~trust~~(just ~~income~~like ~~tax~~the ~~rates~~appropriated onDistributable ~~its~~Cash) ~~modified~~are ~~gross~~maintained ~~income.~~in ~~Modified~~Other ~~gross~~Administrative ~~income~~Cash ~~includes~~(as ~~gross~~defined ~~income~~below ~~pursuant~~under the heading “Funding for the GUC Trust’s Liquidation and Administrative Costs”). Because such dividends are applied to ~~Internal~~the ~~Revenue~~same ~~Code~~purpose ~~Section 61,~~as ~~less~~the ~~administrative~~associated ~~expenses~~Distributable Cash, ~~certain~~any references in this Quarterly Report on Form 10-Q to Distributable Cash should be ~~losses~~understood ~~from~~to include the ~~sale~~dividends relating to such Distributable Cash, ~~exchange~~unless orexpressly ~~worthlessness~~stated otherwise. The amount of ~~property,~~cash and ~~net~~cash ~~operating~~equivalents ~~losses.~~and Inmarketable ~~general,~~securities aheld ~~Disputed~~by ~~Ownership~~the ~~Fund~~GUC ~~taxed~~Trust asthat arelates ~~QSF~~to ~~does~~dividends ~~not~~received ~~recognize~~by ~~gross~~the ~~income~~GUC Trust on ~~assets~~New ~~transferred~~GM Common Stock previously held by the GUC Trust is referred to ~~it;~~as ~~therefore,~~Dividend Cash and is included in the amount of cash and cash equivalents and marketable securities held for distribution to GUC Trust ~~has~~beneficiaries ~~not~~that ~~recognized~~is referred to herein ~~gross~~as ~~income~~Distributable onCash (except to the ~~transfer~~extent of ~~assets~~dividends ~~from~~relating ~~MLC~~to appropriated Distributable Cash that is classified as Other Administrative Cash following such appropriation).

~~The~~Pursuant to the GUC Trust ~~generates~~Agreement, ~~gross~~the ~~income~~GUC inTrust was required to make quarterly distributions to the ~~form~~holders of ~~interest~~Allowed ~~and~~General ~~dividend income~~Unsecured ~~(including~~Claims ~~dividends~~that ~~received~~were onallowed ~~its~~during ~~previous~~the ~~holdings~~immediately preceding fiscal quarter. Under the terms of ~~New~~the GMPlan, ~~Common~~the ~~Stock)~~GUC Trust Agreement and ~~recognizes~~the ~~capital~~Liquidation ~~gains~~Order (and~~/or~~ ~~losses~~subject ~~upon~~to ~~its~~rounding ~~disposition~~under the Plan), and following the liquidation of the GUC Trust’s holdings of New GM Securities in July and August 2015, ~~which~~each ~~are~~$1,000 ~~reduced~~in byamount ~~administrative~~of ~~expenses~~such ~~and~~new ~~accumulated~~Allowed ~~net~~General ~~operating~~Unsecured ~~and capital~~Claims ~~losses,~~became entitled to ~~compute~~receive ~~modified~~(upon ~~gross~~delivery ~~income.~~of Asany information required by the GUC Trust) isapproximately ~~taxable~~$296 ~~for~~in ~~federal~~cash ~~income~~(which dollar ~~tax~~value ~~purposes,~~shifted aslightly ~~current~~due ~~income~~to ~~tax~~rounding ~~liability~~as orrequired ~~asset,~~by ifthe ~~any~~Plan), iswhich ~~recognized~~represented ~~for~~the ~~estimated~~net ~~taxes~~cash ~~payable~~value orof ~~receivable~~the ~~for~~New GM Securities that otherwise would have been distributed to such claimant prior to entry of the ~~year.~~Liquidation ~~Deferred~~Order, ~~tax~~together with ~~liabilities~~associated cash in lieu of fractional shares and ~~assets~~Dividend ~~are~~Cash, ~~recognized~~as ~~for~~well ~~the~~as ~~estimated~~one ~~future~~GUC ~~tax~~Trust ~~effects~~Unit. Such initial distribution included a pro rata share of ~~temporary~~Distributable ~~differences~~Cash ~~between~~associated ~~financial~~with ~~reporting~~New ~~and~~GM ~~tax~~Securities ~~accounting~~that were distributed as Excess GUC Trust Distributable Assets (as defined below) in respect of GUC Trust Units since the Effective Date of the Plan. ~~Deferred~~Quarterly ~~tax~~distributions ~~assets~~were ~~are~~made ~~reviewed~~to ~~for~~holders ~~recoverability~~of ~~and~~newly ~~valuation~~Allowed ~~allowances~~General ~~are~~Unsecured ~~provided~~Claims as promptly as practicable after the first day of the ~~necessary~~fiscal quarter following the periods ending each March 31, June 30, September 30 and December 31, during the life of the GUC Trust.

~~The~~In addition to the foregoing, the GUC Trust ismay ~~not~~make ~~subject~~at toits ~~state~~discretion ~~income~~quarterly ~~taxes~~distributions ~~under~~in ~~current~~respect ~~law~~of GUC Trust Units if Excess GUC Trust Distributable Assets as of the end of the preceding fiscal quarter exceed certain thresholds set forth in the GUC Trust Agreement. ~~Accordingly~~Such distributions in respect of GUC Trust Units, noif ~~current~~any, orare ~~deferred~~made ~~state~~as ~~income~~promptly ~~tax~~as practicable after the end of the periods ending each March 31, June 30, September 30 and December 31, unless otherwise approved by the Bankruptcy Court. Excess GUC Trust Distributable Assets means (i) Distributable Cash, including Dividend Cash (only if and to the extent such Distributable Cash (a) is not required for the satisfaction of new Allowed General Unsecured Claims and (b) has not been set aside from distribution to fund potential liquidation and administrative costs or income tax liabilities of the GUC Trust (as described below under “Net Assets in Liquidation—Distributable Cash Set Aside from Distribution”) and ~~assets~~(ii) Other ~~are~~Administrative ~~recorded~~Cash available, if any, for distribution to the holders of GUC Trust Units.

~~The~~15 process of recognizing deferred tax assets and liabilities and any current income taxes payable as a matter of financial reporting is separate and distinct from the process by which any Distributable Cash is set aside from distribution for the purposes of funding potential income tax liabilities. Any such potential income tax liabilities are generally estimated on a more conservative (i.e., more inclusive) basis and may include amounts of potential income tax liabilities beyond the amounts that are permitted to be recorded under applicable accounting standards. For a more complete description of the process of setting aside Distributable Cash to fund projected costs and potential income tax liabilities of the GUC Trust, see “Net Assets in Liquidation—Distributable Cash Set Aside from Distribution” below.

As ofdescribed ~~March 31,~~in ~~2019,~~“Critical ~~the~~Accounting ~~GUC~~Policies ~~Trust had capital loss carryovers~~ and ~~net~~Estimates—Income ~~operating loss carryovers (or together~~Taxes” below, the ~~Loss Carryovers) for which the~~ GUC Trust’s ~~had~~unused ~~not~~Loss ~~taken~~Carryovers a(as ~~deduction~~defined ~~in the amounts set forth~~ below,) ~~scheduled~~potentially bycould ~~the~~succeed ~~year~~to ~~the~~Claimants ~~losses~~(as ~~were~~defined ~~incurred,~~below ~~net~~pursuant ~~of losses utilized in subsequent years~~ to ~~offset~~tax ~~net~~rules) ~~taxable~~upon ~~income. These amounts reflect~~ the ~~Loss~~termination ~~Carryovers~~of ~~shown on~~ the ~~federal~~GUC ~~income~~Trust. ~~tax~~Reference ~~returns~~is ~~filed~~made bythereto ~~the~~for ~~GUC~~information ~~Trust,~~regarding ~~which~~such potential ~~have~~distributable ~~not~~Loss ~~been~~Carryovers ~~examined~~and by the ~~IRS,~~material asuncertainties ~~follows~~associated ~~(in~~therewith. ~~thousands):~~

Taxable Year Ended	Net Operating LossCarryovers		CapitalLossCarryovers
March 31, 2012	$	37,830	$	158,137
March 31, 2013		32,128		22,635
March 31, 2014		14,322		—
March 31, 2015		1,761		1,674
March 31, 2016		15,276		—
March 31, 2017		27,596		—
March 31, 2018		10,360		—
March 31, 2019		—		—
Total	$	139,273	$	182,446

Funding for the GUC Trust’s Liquidation and Administrative Costs

24As of the Effective Date, pursuant to the Plan, MLC funded approximately $52.7 million in cash to the GUC Trust, or the Administrative Fund, to be held and maintained by the GUC Trust Administrator for the purpose of paying certain fees and expenses incurred by the GUC Trust (including the fees and expenses of the GUC Trust Administrator and the GUC Trust Monitor, the fees and expenses of other professionals retained by the GUC Trust, and certain tax obligations), which are referred to as the Wind-Down Costs. The United States Department of the Treasury and the Governments of Canada and Ontario (through Export Development Canada), which are referred to collectively as the DIP Lenders, maintain a lien on the Administrative Fund which relates to certain funds advanced at the commencement of the Debtors’ insolvency proceedings. Consequently, pursuant to the GUC Trust Agreement, any cash or investments from the Administrative Fund which remain at the winding up and conclusion of the GUC Trust must be returned to the DIP Lenders. As of June 30, 2020, the remaining Administrative Fund aggregated $1.1 million (consisting of cash and cash equivalents and marketable securities). Such remaining amount of the Administrative Fund has been designated for the satisfaction of certain specifically identified costs and liabilities of the GUC Trust, and such amount may not be used for the payment of Trust Professionals fees and expenses or other Wind-Down Costs.

~~Table~~The GUC Trust Agreement provides that the Administrative Fund may not be utilized to fund certain specified costs, fees and expenses, which are referred to as Reporting Costs, including those directly or indirectly relating to (i) reports to be prepared and filed by the GUC Trust pursuant to applicable rules, regulations and interpretations of ~~Contents~~the Securities and Exchange Commission, or the SEC, (ii) the transfer, registration for transfer and certification of GUC Trust Units, (iii) the application by the Committee to the Internal Revenue Service, or the IRS, for a private letter ruling regarding the tax treatment of the GUC Trust and the holders of Allowed General Unsecured Claims in respect to the distribution of New GM Securities, and (iv) certain legal proceedings relating to the Term Loan Avoidance Action. In addition, the Administrative Fund cannot be used to fund any current or projected tax liabilities of the GUC Trust, other than those included in the Administrative Fund budget. However, the GUC Trust Agreement provides the GUC Trust Administrator with the authority to set aside from distribution and appropriate Distributable Cash to fund such Reporting Costs and projected tax liabilities (other than those included in the Administrative Fund budget), with the approval of the Bankruptcy Court and/or the GUC Trust Monitor, in each case as described below. Prior to the sale of all New GM Securities previously held by the GUC Trust in July and August 2015 as described above, the GUC Trust Administrator was authorized to set aside from distribution and sell New GM Securities to fund such Reporting Costs and projected tax liabilities with the approval of the Bankruptcy Court and/or the GUC Trust Monitor as described below.

AsThe ofGUC Trust Agreement affords the ~~quarter~~GUC ~~ended~~Trust ~~September 30~~Administrator, ~~2015,~~with the approval of the GUC Trust ~~had~~Monitor, ~~disposed~~the ofauthority ~~all~~to ofset ~~its~~aside from ~~capital~~distribution ~~assets.~~Distributable ~~Accordingly,~~Cash ~~the~~(previously ~~GUC~~New ~~Trust~~GM ~~does~~Securities ~~not~~were ~~expect~~set aside) in amounts sufficient to ~~recognize~~satisfy (i) any ~~additional~~current ~~capital~~or ~~gains~~projected Wind-Down Costs of the GUC Trust that exceed the amounts budgeted or ~~losses~~were ~~going~~not ~~forward.~~budgeted Inin ~~general~~the Administrative Fund, ~~capital~~including ~~losses~~any ~~may~~U.S. befederal ~~carried~~income ~~forward~~taxes on dividends received by ~~corporations~~the ~~for~~GUC ~~five~~Trust ~~years~~on ~~after~~New ~~such~~GM ~~losses~~Common ~~were~~Stock ~~incurred~~previously ~~(or~~held by the ~~Five~~ ~~Year~~GUC ~~Rule~~Trust (“Dividend Taxes”) and ~~may~~on beinvestment ~~carried~~income ~~forward~~earned ~~indefinitely~~on cash equivalents and marketable securities held, or previously held, by ~~non-corporate~~the ~~persons.~~GUC ~~The~~Trust ~~capital~~(“Investment ~~loss~~Income ~~carryovers~~Taxes”), of(ii) ~~$158.1 million~~any ~~and~~current ~~$22.6 million~~or ~~attributable~~projected toReporting Costs that exceed the ~~years~~then ~~ended~~current ~~March 31,~~Reporting ~~2012~~ and ~~2013,~~Transfer ~~respectively~~Cash, ~~are~~or no(iii) any ~~longer~~current ~~available~~or ~~for~~projected Taxes ~~utilization~~on byDistribution ~~the~~(as ~~GUC~~defined ~~Trust~~below). ~~under~~This ~~the~~process ~~Five~~is ~~Year~~not ~~Rule.~~related ~~Net~~to, ~~operating~~and ~~losses~~is ~~generally~~separate ~~may~~from, bethe ~~carried~~process ~~forward~~of ~~for~~recognizing 20any ~~years~~current ~~after~~and ~~such~~deferred ~~losses~~income ~~are~~tax ~~incurred; although~~liabilities, ~~pursuant~~as towell ~~the~~as ~~enactment~~reserves for expected costs of liquidation in the Statement of Net ~~“Tax~~Assets ~~Cuts~~in ~~and~~Liquidation ~~Jobs~~as ~~Act”~~a inmatter ~~December~~of ~~2017~~financial reporting, ~~any~~which ~~net~~is ~~operating~~only ~~losses~~required ~~generated~~for inexpected ~~tax~~costs ~~years~~of ~~beginning~~liquidation ~~after~~for ~~December 31,~~which ~~2017,~~there ~~may~~is bea ~~carried~~reasonable ~~over~~basis ~~indefinitely.~~for ~~The~~estimation ~~net~~under ~~operating~~applicable ~~loss~~accounting ~~carryover~~standards. ~~attributable~~See to“Critical ~~the~~Accounting ~~year~~Policies ~~ended~~and ~~March 31,~~Estimates—Reserves ~~2012~~for ~~was~~Expected ~~reduced~~Costs byof ~~approximately~~Liquidation” $0and “Critical Accounting Policies and Estimates—Income Taxes” below.~~2 million~~ asThe GUC Trust Administrator reevaluates, on a ~~result~~quarterly ofbasis, the ~~utilization~~amount of aDistributable ~~portion~~Cash needed to be set aside from distribution for purposes of ~~the~~funding ~~carryover~~projected toliquidation ~~offset~~and ~~the~~administrative ~~net~~costs ~~taxable~~(including ~~income~~any ~~recognized~~projected inDividend ~~the~~Taxes ~~year~~and ~~ended~~Investment ~~March 31,~~Income ~~2019~~Taxes) and potential Taxes on Distribution.

~~Loss~~The ~~Succession~~GUC ~~Rule~~Trust Administrator may appropriate Distributable Cash (previously, New GM Securities were sold) that has been set aside from distribution to fund (with the required approval of the Bankruptcy Court) the current or projected Wind-Down Costs (including any Dividend Taxes and Investment Income Taxes) and Reporting Costs of the GUC Trust, and (with the required approval of only the GUC Trust Monitor) any current and projected Taxes on Distribution of the GUC Trust. Such appropriated Distributable Cash (previously the cash proceeds of sales of New GM Securities and the marketable securities in which such cash proceeds were invested) is referred to as Other Administrative Cash. Pursuant to the GUC Trust Agreement, any cash or marketable securities constituting Other Administrative Cash which remain at the winding up and conclusion of the GUC Trust will be distributed to the holders of GUC Trust Units.

~~Under~~Prior ~~Treasury~~to ~~Regulations~~the ~~Section 1.468B-9(c)(6)~~aforementioned ~~(or~~liquidation ~~the~~of ~~Loss~~all ~~Succession~~New ~~Rule),~~GM ~~upon~~Securities ~~termination of~~in July and August 2015, the GUC Trust was authorized, ~~each~~with the approval of the GUC Trust ~~Claimant~~Monitor, ~~(as~~to ~~defined~~set ~~below~~aside ~~pursuant~~from todistribution ~~tax~~New ~~regulations)~~GM isSecurities ~~entitled~~for tothe ~~succeed~~funding toof Wind-Down Costs and ~~take~~Reporting inCosts todescribed ~~account~~above aand ~~portion~~to ofsell ~~any~~such ~~unused~~set ~~(vs.~~aside ~~unexpired)~~New ~~Loss~~GM ~~Carryovers~~Securities with the approval of the ~~GUC~~Bankruptcy ~~Trust~~Court. The ~~Loss~~Bankruptcy ~~Succession~~Court ~~Rule~~previously ~~provides that,~~approved in ~~order~~March toand ~~determine~~December 2012, and again in January 2015, the ~~portion~~sale of ~~such~~New ~~Loss~~GM ~~Carryovers~~Securities to fund certain accrued and projected Wind-Down Costs which ~~each~~were ~~Claimant~~in ~~will~~excess ~~succeed,~~of ~~such~~the ~~Loss~~amounts budgeted ~~Carryovers~~in ~~must~~the beAdministrative ~~allocated~~Fund ~~among~~for ~~GUC~~such ~~Trust~~costs, ~~Claimants~~and incertain ~~proportion~~projected Reporting Costs. Prior to the ~~value~~aforementioned liquidation of all the GUC Trust’s ~~assets~~holdings ~~distributable~~of New GM Securities, sales of New GM Securities to ~~each~~fund ~~such~~projected Wind-Down ~~Claimant.~~Costs ~~For~~and ~~purposes~~Reporting ofCosts ~~the~~through ~~rules~~calendar ~~that~~year ~~govern~~2015 ~~Disputed~~aggregated ~~Ownership~~approximately ~~Funds~~$61.7 million, aincluding ~~claimant~~Dividend ~~(or~~Cash aof ~~Claimant)~~$0.2 million isand ~~defined~~approximately as$5.7 million aexpressly ~~person~~authorized ~~who~~by ~~claims~~the ~~ownership~~GUC ~~of,~~Trust inAgreement ~~whole~~to orbe inliquidated shortly ~~part,~~after ~~property~~the ~~immediately~~Effective ~~before~~Date ~~and~~for ~~immediately~~the ~~after~~purposes ~~such~~of ~~property~~funding certain Reporting Costs, which is ~~transferred~~ referred to aas ~~Disputed~~the ~~Ownership~~Initial ~~Fund~~Reporting Cash. ~~Accordingly~~In December 2015, ~~under~~February ~~the~~2017, ~~Loss~~March ~~Succession~~2018, ~~Rule~~January 2019 and January 2020, athe ~~person~~Bankruptcy isCourt ~~generally~~approved ~~eligible~~the appropriation toof ~~succeed~~Distributable Cash aggregating approximately $58.8 million to fund the projected costs and expenses of the GUC Trust’s ~~Loss~~through ~~Carryovers~~calendar ifyear 2020. In April 2020, the ~~person~~Bankruptcy ~~(i)~~Court approved the appropriation of Distributable Cash of $50.0 ~~receives~~million afor ~~distribution~~the purpose of ~~GUC~~satisfying ~~Trust~~settlement ~~assets~~consideration ~~upon~~pursuant to the ~~GUC~~Amended ~~Trust’s termination~~Settlement ~~and~~Agreement described in Part II, Item 1 (ii“Legal Proceedings”). As of June ~~qualifies~~30, as2020, a$2.0 million ~~Claimant~~of ~~with~~such ~~respect~~amount had tobeen ~~the~~appropriated ~~GUC~~and ~~Trust~~$48.0 million had not yet been appropriated. Such appropriations reduced

~~The~~16 mechanics of the Loss Succession Rule, as applied to the GUC Trust and the holders of GUC Trust Units, are unclear in several respects. The following discussion describes one possible interpretation of the rules. However, it is possible that the IRS will take a position that differs from that described below. As previously disclosed, the GUC Trust had initiated preliminary discussions with the IRS regarding the Loss Succession Rule, but, at this time, those discussions are not being pursued. Holders of GUC Trust Units should consult their own tax advisors about the application of the Loss Succession Rule upon the termination of the GUC Trust in light of their particular circumstances.

ItDistributable isCash ~~generally~~and ~~expected~~increased ~~that~~Other ~~all~~Administrative ~~holders of GUC Trust Units on the final distribution date will receive a distribution of Excess GUC Trust Distributable Assets~~Cash. ~~The~~Upon ~~rules~~appropriation ~~that govern Disputed Ownership Funds do not address when a Disputed Ownership Fund is considered to terminate for purposes~~ of the ~~Loss Succession Rule~~remaining $48.0 million ~~One possible interpretation~~ of ~~the~~Distributable ~~Loss~~Cash ~~Succession~~that ~~Rule~~has isbeen ~~that the~~approved, ~~GUC~~Distributable ~~Trust~~Cash will be ~~considered~~reduced toand ~~terminate~~Other ~~when~~Administrative ~~the~~Cash ~~GUC~~will ~~Trust~~be ~~distributes~~increased. ~~all~~As of ~~its~~June 30, ~~remaining assets to the holders of GUC Trust Units (i.e.~~2020, onapproximately ~~the final distribution date)~~$39.2 million ~~Under~~remained ~~this~~in ~~interpretation,~~Other ~~all~~Administrative ~~holders~~Cash (including ofinterest ~~GUC~~and ~~Trust~~dividend ~~Units~~income ~~would~~received ~~be considered~~on tomarketable ~~receive~~securities aand ~~distribution~~cash ofequivalents) ~~GUC~~and ~~Trust~~was ~~assets~~recorded ~~upon~~in ~~the~~cash ~~termination~~and ofcash ~~the~~equivalents ~~GUC~~and ~~Trust.~~marketable Atsecurities ~~this~~in ~~time,~~ the ~~GUC~~accompanying ~~Trust~~Condensed isStatement ~~not~~of ~~able~~Net toAssets ~~predict~~in ~~with any certainty when a final distribution may occur or when the GUC Trust will be terminated~~Liquidation.

~~Allocation~~Residual ofWind-Down ~~Loss~~Claims ~~Carryovers~~and Costs

~~The~~In ~~rules~~addition ~~that~~to ~~govern~~resolving Disputed ~~Ownership~~General ~~Funds~~Unsecured doClaims, ~~not~~the ~~address~~GUC ~~how~~Trust Administrator was required to resolve and satisfy (to the ~~Loss~~extent allowed) ~~Succession~~certain ~~Rule~~disputed ~~should~~administrative ~~apply~~expenses, ~~when~~priority ~~Claimants~~tax ~~are~~claims, ~~permitted~~priority ~~to transfer~~non-tax ~~their~~claims, ~~interests~~and insecured aclaims ~~Disputed~~against ~~Ownership~~the ~~Fund~~Debtors, or the Residual Wind-Down Claims. ~~Because~~Upon the ~~GUC~~dissolution ~~Trust~~and ~~Units~~winding ~~are~~up ~~transferrable~~of MLC on December 15, it2011, isor ~~not~~the ~~possible~~Dissolution ~~for~~Date, the GUC Trust assumed responsibility for the resolution and satisfaction (to ~~determine~~the ~~which~~extent ~~holders~~allowed) of ~~GUC~~such ~~Trust~~Residual ~~Units~~Wind-Down ~~may~~Claims. ~~constitute~~At ~~Claimants~~that ~~for~~time, ~~purposes~~MLC oftransferred to the ~~Loss~~GUC ~~Succession~~Trust assets, or the ~~Rule~~Residual atWind-Down ~~any~~Assets, ~~given~~in ~~time.~~an ~~Accordingly~~amount sufficient, based upon ~~its~~the ~~termination~~Debtors’ reasonable estimates, to satisfy the ~~GUC~~residual ~~Trust~~Wind- ~~will~~Down ~~not~~Claims beand inthe acosts, ~~position~~fees and expenses related to ~~provide~~satisfying anand ~~allocation~~resolving ofthe Residual Wind-Down Claims, or the ~~GUC~~Residual ~~Trust’s~~Wind-Down ~~Loss~~Costs. ~~Carryovers~~The ~~among~~Residual ~~GUC~~Wind-Down ~~Trust~~Assets ~~Claimants~~so ~~and/or~~transferred ~~holders~~approximated $42.8 million consisting of ~~GUC~~approximately ~~Trust~~$40.0 million ~~Units~~in cash (including approximately $1.4 million Asfor the payment of ~~December 31,~~certain defense costs ~~2019,~~related ~~there~~to ~~were~~the 32Term Loan Avoidance Action,~~086,501~~ ~~GUC~~or ~~Trust~~Avoidance ~~Units~~Action ~~outstanding~~Defense Costs) and ~~$32.1 billion~~the transferred benefit of ~~Allowed~~approximately ~~General~~$2.8 million ~~Unsecured~~in ~~Claims~~prepaid expenses.

InThe ~~addition,~~amount ~~because~~ of Avoidance Action Defense Costs incurred exceeded the corresponding cash received by the GUC Trust ~~computes~~from ~~its~~MLC ~~taxable~~on ~~income~~the inDissolution Date ~~the~~by ~~same~~approximately ~~manner~~$30.2 million. asAs a ~~corporation~~result, itnew isResidual ~~unclear~~Wind-Down ~~whether,~~Claims ~~and~~arose ifin ~~so,~~the toamount ~~what~~of ~~extent,~~such excess. As a result of the ~~Five~~Term ~~Year~~Loan ~~Rule~~Avoidance ~~might~~Action ~~affect~~settlement described under “Functions and Responsibilities of the ~~amount~~GUC Trust—Term Loan Avoidance Action,” below and by virtue of ~~unused~~the ~~capital~~terms ~~loss~~of ~~carryovers~~the tosettlement ~~which~~agreement, the GUC Trust ~~Claimants~~is ~~may~~not ~~succeed under~~responsible ~~the~~for ~~Loss~~payment ~~Succession~~of ~~Rule~~any further Avoidance Action Defense Costs.

~~Use~~Pursuant to the GUC Trust Agreement and the Plan, the Residual Wind-Down Assets are to be administered in accordance with the GUC Trust Agreement and the Plan and are to be used to satisfy and resolve the Residual Wind-Down Claims and to fund the Residual Wind-Down Costs. Any unused portions of ~~Estimates~~the Residual Wind-Down Assets must be returned to the DIP Lenders and will not be available for distribution to the holders of GUC Trust Units at the winding up and conclusion of the GUC Trust. While not expected, if, collectively, the actual amounts of Residual Wind-Down Claims allowed and the Residual Wind-Down Costs exceed the Residual Wind-Down Assets, the GUC Trust Administrator may be required to set aside from distribution and appropriate Distributable Cash to fund the shortfall. Any such appropriation of Distributable Cash would reduce the amount of Distributable Cash available for distribution to holders of GUC Trust Units.

~~The~~As ~~preparation~~ of ~~financial~~June 30, ~~statements~~2020, onResidual aWind-Down ~~liquidation~~Assets ~~basis~~aggregating $0.2 million inwere ~~conformity~~held ~~with~~by ~~U.S.~~the ~~GAAP~~GUC ~~requires~~Trust ~~the~~and ~~use~~were ofrecorded ~~estimates~~in cash and ~~assumptions~~cash ~~that affect~~equivalents ~~reported~~and ~~amounts~~marketable ofsecurities ~~assets~~in ~~and~~the ~~liabilities.~~accompanying ~~These~~Condensed ~~estimates~~Statement ~~are~~of ~~subject~~Net toAssets ~~known~~in ~~and~~Liquidation. ~~unknown~~There ~~risks,~~were ~~uncertainties~~no ~~and~~remaining ~~other~~expected ~~factors~~Residual ~~that~~Wind-Down ~~could~~Claims and ~~materially~~Costs ~~impact~~against such assets. Accordingly, the ~~amounts~~GUC ~~reported~~Trust ~~and~~expects ~~disclosed~~to inreturn the ~~financial~~remaining ~~statements~~Residual ~~and~~Wind-Down ~~related footnotes.~~Assets ~~Significant~~to ~~estimates~~the ~~include~~DIP Lenders upon the ~~anticipated~~winding ~~amounts~~up and ~~timing~~conclusion of ~~future~~the ~~cash~~GUC ~~flows~~Trust. ~~and~~A ~~estimated~~corresponding ~~yields~~amount onis ~~investments~~recorded in ~~marketable~~the ~~securities~~reserve for Residual ~~estimated~~Wind-Down ~~investment~~Claims ~~income~~and ~~expected~~Costs toin bethe ~~received,~~accompanying ~~expected~~Condensed ~~liquidation~~Statement ~~costs and the fair value~~ of ~~marketable~~Net ~~securities.~~Assets ~~Actual~~in ~~results could materially differ from those estimates~~Liquidation.

25Other Assets Received from MLC on the Dissolution Date

~~Table~~In addition to the Residual Wind-Down Assets, the GUC Trust also received on the Dissolution Date approximately $3.4 million in cash from MLC, which amount included: (i) approximately $2.0 million designated for Reporting Costs and (ii) approximately $1.4 million designated for reimbursements to indenture trustees and fiscal and paying agents under the Debtors prepetition debt issuances for costs associated with, among other things, administering distributions to registered holders of ~~Contents~~the debtors’ prepetition debt issuances, or Indenture Trustee / Fiscal and Paying Agent Costs. Any unused portion of the funds designated for Indenture Trustee / Fiscal and Paying Agent Costs must be returned to the DIP Lenders and will not be available for distribution to the holders of GUC Trust Units at the winding up and conclusion of the GUC Trust. As of June 30, 2020, remaining funds designated for the Indenture Trustee / Fiscal and Paying Agent Costs approximate $0.1 million and are recorded in cash and cash equivalents and marketable securities in the accompanying Condensed Statement of Net Assets in Liquidation. A corresponding amount is recorded in the reserves for expected costs of liquidation in the accompanying Condensed Statement of Net Assets in Liquidation as of June 30, 2020. There were no remaining funds of the approximately $2.0 million designated for Reporting Costs.

~~Statement~~Income ofTax ~~Changes~~Liabilities infor Certain ~~Net~~Capital ~~Assets~~Gains, inInvestment ~~Liquidation~~Income and Dividends on New GM Common Stock

~~During~~Prior to the ~~three~~sale ~~months~~of ~~ended~~all ~~December 31,~~the ~~2019,~~then ~~net~~remaining ~~assets~~New GM Securities in ~~liquidation~~the ~~increased~~fiscal byyear ~~approximately~~ended ~~$3.5~~March ~~million~~31, ~~from approximately~~2016, ~~$63.9 million~~the toGUC ~~approximately~~Trust ~~$67~~incurred U.~~4 million,~~S. asfederal aincome ~~result~~tax ofliabilities aon ~~net~~capital ~~reversal~~gains ofrealized ~~liquidating~~upon ~~distributions~~the distribution of ~~$5.0 million~~New ~~and~~GM anSecurities ~~increase~~to inholders ~~investment income~~ of ~~$0.1 million,~~Allowed ~~partly~~General ~~offset~~Unsecured byClaims anor ~~increase~~GUC ~~in the~~Trust ~~reserves~~Units ~~for~~or ~~expected~~by ~~costs~~sale of ~~liquidation~~New ofGM ~~$1.6 million. During the nine months ended December 31~~Securities, ~~2019,~~unless ~~net~~such ~~assets~~capital ingains ~~liquidation~~were ~~decreased~~offset by ~~approximately~~capital ~~$427.1 million~~losses, ~~from~~deductible ~~approximately~~expenses ~~$494.5 million~~and toaccumulated ~~approximately $67.4 million,~~net asoperating ~~a result of liquidating distributions of $389.6 million~~losses, ~~along~~which ~~with~~are ~~increases~~referred into ~~the~~as ~~reserves~~Taxes ~~for~~on ~~expected costs of liquidation of $29~~Distribution.~~1 million~~ ~~and~~The aGUC ~~net~~Trust ~~reversal~~also ofincurs ~~accrued~~U.S. ~~investment~~federal income ~~of $8.4 million.~~ ~~The~~tax ~~liquidating~~liabilities ~~distributions~~on ~~principally~~investment ~~consist~~income ~~of distributions paid~~ and ~~distributions~~dividends ~~payable~~received toon ~~holders~~New ofGM ~~Resolved~~Common ~~Term~~Stock ~~Loan~~previously ~~Avoidance~~held ~~Action~~by ~~Claims~~the ~~and~~GUC ~~distributions~~Trust, ~~payable~~unless tosuch ~~holders~~income ofis ~~GUC~~offset ~~Trust~~by ~~Units.~~deductible Asexpenses ~~described~~and inaccumulated ~~Note~~net 3operating losses (~~“Net Assets~~such inincome ~~Liquidation”)~~tax toliabilities ~~the~~on ~~financial~~dividends received ~~statements,~~on ~~the~~New ~~net~~GM ~~reversal~~Common ofStock ~~accrued~~and investment income inare ~~the~~referred ~~nine~~to ~~months~~as ~~ended~~Dividend ~~December 31,~~Taxes ~~2019~~and isInvestment ~~primarily~~Income ~~associated~~Taxes, ~~with~~respectively). aThe ~~reduction~~GUC inTrust ~~accrued~~records ~~investment~~any ~~income~~current ~~resulting~~taxes payable from ~~reductions in~~such ~~yields~~realized onnet ~~U.S.~~capital ~~Treasury~~gains ~~bills.~~and Asinterest ~~described in “Liquidation~~ and ~~Administrative~~dividends ~~Costs”~~(net of ~~below,~~deductible ~~the~~operating ~~increase~~losses inand ~~the~~expenses) ~~reserves~~and ~~for~~records ~~expected~~a ~~costs~~deferred oftax ~~liquidation~~asset ofwith ~~$1.6 million~~a ~~during~~corresponding ~~the~~valuation ~~three~~allowance ~~months~~(resulting ~~ended~~in ~~December 31,~~no ~~2019~~net ~~is primarily~~deferred ~~associated~~tax ~~with~~asset) anfor ~~increase~~remaining innet ~~expected~~operating ~~legal~~loss ~~fees~~carryovers. ~~related~~A tofull ~~General~~valuation ~~Motors~~allowance ~~vehicle~~is ~~recall litigation~~recorded because, ~~partly~~as ~~offset~~a byresult aof ~~lesser~~the ~~amount~~liquidation of ~~costs~~all ~~incurred~~of ~~during~~ the ~~three~~GUC ~~months~~Trust’s ~~ended~~holdings ~~December 31,~~of ~~2019~~New ~~than~~GM ~~previously~~Securities, ~~estimated.~~it ~~The increase~~has inbeen ~~the~~determined ~~reserves~~that ~~for~~such ~~expected~~deferred ~~costs~~tax ofassets ~~liquidation~~are ofnot ~~$29~~realizable.~~1 million~~ ~~during~~See ~~the~~“Critical ~~nine~~Accounting ~~months~~Policies ~~ended~~and ~~December 31,~~Estimates—Income Taxes” ~~2019~~below. isAs ~~primarily associated with~~ a ~~net~~result ~~extension~~of incumulative ~~the~~capital ~~estimated~~losses ~~length~~utilizing of the ~~remaining~~new ~~liquidation~~tax ~~period,~~position ~~along~~described ~~with an~~below ~~increase~~and innet ~~legal~~operating ~~fees~~losses, ~~for~~the ~~expected~~GUC ~~reimbursements~~Trust ofhas ~~$10.0 million~~not toincurred ~~certain~~or ~~holders~~paid ofany aincome ~~majority~~tax ofliabilities, ~~GUC~~and, ~~Trust~~as ~~Units~~described ~~for~~below, ~~legal fees in connection with monitoring~~ the ~~actions of the~~ GUC Trust ~~and~~does ~~participating~~not expect into ~~litigation~~incur ~~related~~any toincome ~~the General~~tax ~~Motors~~liabilities ~~vehicle~~in ~~recalls~~the future.

~~There~~As ~~was~~previously nodisclosed, ~~income tax provision or benefit~~ during the ~~three~~quarter ~~and nine months~~ ended ~~December~~September 3130, ~~2019~~ 2013, asthe GUC aTrust ~~result~~made ofa ~~cumulative~~determination ~~net~~to ~~operating~~file ~~and~~its ~~capital~~U.S. ~~losses~~federal ~~and~~income ~~the~~tax ~~establishment~~returns oftaking athe ~~full~~position ~~valuation~~that ~~allowance~~beneficial ~~against~~ownership ~~net~~for ~~deferred~~a ~~tax~~substantial ~~assets~~majority as of ~~the~~New ~~beginning~~GM ~~and~~Securities ~~end~~was oftransferred ~~such~~from ~~periods.~~MLC Asto athe ~~result~~GUC ofTrust ~~the~~on ~~liquidation~~March 31, of2011, ~~all~~and ofthat the ~~GUC~~ ~~Trust’s~~tax ~~holdings~~basis of such New GM Securities, itshould ~~has~~be ~~been~~ determined ~~that~~with ~~the~~reference ~~deferred~~to ~~tax~~the ~~assets~~value ~~are~~of ~~not~~such ~~realizable~~securities aton ~~this~~such ~~time.~~date, ~~See~~instead ~~“Functions and Responsibilities~~ of ~~the~~December 15, ~~GUC~~2011, ~~Trust—Income~~when ~~Tax~~record ~~Liabilities~~ownership ~~for~~of ~~Certain~~the ~~Capital~~remaining ~~Gains, Investment Income and Dividends on~~ New GM ~~Common~~Securities ~~Stock”~~still ~~above~~held ~~and~~by ~~Note~~MLC 7was ~~(“Income~~transferred ~~Taxes”)~~from MLC to the ~~financial~~GUC ~~statements.~~

~~Liquidation~~17 ~~and Administrative Costs~~

~~Under U~~Trust.S. ~~GAAP,~~For ~~these~~the ~~reserves~~remaining ~~may~~substantial beminority ~~established only~~of toNew ~~the~~GM ~~extent~~Securities ~~there~~transferred isfrom aMLC ~~reasonable~~to ~~basis~~the ~~for~~GUC ~~their~~Trust, the ~~estimation.~~GUC ~~From~~Trust ~~time~~determined tothat ~~time,~~the astransfer ~~additional~~of ~~costs~~beneficial ~~are~~ownership ~~identified~~occurred ~~and~~on other dates for which ~~there~~the istax ~~reasonable~~ basis ~~for~~should ~~estimation,~~be determined by reference to the ~~GUC~~value ~~Trust~~of ~~records~~such ansecurities ~~increase~~on tosuch ~~its~~dates. ~~reserves~~This ~~for~~new ~~expected~~tax ~~costs~~position resulted in an increased tax basis of ~~liquidation~~the ~~and~~New ~~charges~~GM ~~such~~Securities ~~increase~~from asthe anprior ~~addition~~tax toposition ~~reserves~~and, ~~for~~therefore, ~~expected~~reduced ~~costs~~taxable ofgains ~~liquidation~~and inincreased ~~the~~taxable ~~Statement~~losses on distributions and sales of ~~Changes~~New inGM ~~Net~~Securities ~~Assets~~since inMarch 31, ~~Liquidation~~2011. AsThe ~~costs~~new ~~are~~tax ~~actually~~position ~~incurred~~has not been sustained on examination by the IRS as of the date hereof. However, the GUC Trust believes, ~~such~~based ~~costs~~on ~~reduce~~the available evidence and consultation with GUC Trust Professionals, that it is more likely than not that the ~~previously recorded~~new ~~reserves~~tax ~~for~~position ~~expected~~will ~~costs~~be ofsustained ~~liquidation~~on examination by the ~~amount~~IRS based on the technical merits of ~~such~~the ~~incurred~~position. ~~costs~~Accordingly, ~~with~~this nonew ~~further~~tax ~~effect~~position onhas been recognized in the ~~Statement~~current ofand ~~Changes~~deferred inincome ~~Net~~tax ~~Assets~~liabilities and the income tax provision in ~~Liquidation~~the GUC Trust’s financial statements since the quarter ended September 30, 2013.

~~The~~Following the GUC Trust’s ~~reserves~~determination to utilize the new tax position set forth above, the GUC Trust filed its U.S. federal income tax returns for ~~liquidation~~the years ended March 31, 2013 and ~~administrative~~thereafter ~~costs~~with the IRS using such new tax position. Such tax returns were accompanied by requests for prompt determination of tax liability pursuant to Section 505(~~recorded~~b) of the Bankruptcy Code, and the 60-day statutory notification periods set forth in ~~conformity~~Section 505(b) of the Bankruptcy Code with respect to the GUC Trust’s U.S. ~~GAAP)~~federal income tax returns for the year ended March 31, 2019 and prior years have expired. Accordingly, the tax liabilities set forth in the GUC Trust’s U.S. federal income tax returns for the year ended March 31, 2019 and prior years are ~~allocable~~no ~~into~~longer subject to examination by the IRS, and no income taxes can be assessed for such years. Also, no income taxes are expected to be paid in the future as a result of the liquidation of all the GUC Trust’s holdings of New GM Securities during the ~~following~~year ~~categories:~~ended March 31, 2016. On June 24, 2020, the GUC Trust filed its U.S. federal income tax return for the year ended March 31, 2020 with the IRS and requested prompt determination of tax liability pursuant to Section 505(b) of the Bankruptcy Code that same day. As of the date of this Quarterly Report on Form 10-Q, the GUC Trust has not received notification from the IRS whether or not its income tax return for the year ended March 31, 2020 has been selected for examination.

•Term ~~reserve~~Loan ~~for~~Avoidance ~~expected~~Action Wind-Down Costs, corresponding to expenditures to be made out of the Administrative Fund and, following the depletion of the Administrative Fund, Other Administrative Cash (see “Functions and Responsibilities of the GUC Trust—Funding for the GUC Trust’s Liquidation and Administrative Costs”);

•Prior ~~reserve~~to the statutory deadline for ~~expected~~commencing ~~Reporting~~such ~~Costs~~action, ~~corresponding~~the Committee commenced a legal action against certain prepetition lenders of the Debtors, styled as Official Committee of Unsecured Creditors of Motors Liquidation Co. v. JPMorgan Chase Bank, N.A. et al. (Adv. Pro. No. 09-00504 (Bankr. S.D.N.Y. July 31, 2009)), which is referred to ~~expenditures~~as the Term Loan Avoidance Action. Among other things, the Term Loan Avoidance Action sought the return of approximately $1.5 billion that had been transferred to bea consortium of prepetition lenders of the Debtors, pursuant to the court order approving the debtor-in-possession loans made ~~out~~by the DIP Lenders to MLC. On the Dissolution Date, the Term Loan Avoidance Action was transferred to a trust established for the purpose of ~~Other~~holding ~~Administrative~~and ~~Cash~~prosecuting the Term Loan Avoidance Action, or the Avoidance Action Trust. As previously disclosed, a settlement was reached among the parties to the Term Loan Avoidance Action pursuant to which approximately $231.0 million was recovered on July 1, 2019 by the Avoidance Action Trust from the defendants to the Term Loan Avoidance Action. Pursuant to the GUC Trust Agreement, on July 1, 2019, such defendants received Allowed General Unsecured Claims against the GUC Trust in the amount so disgorged to the Avoidance Action Trust (~~see~~such allowed general unsecured claims “~~Functions~~Resolved Term Loan Avoidance Action Claims,” and ~~Responsibilities~~together with Resolved Disputed Claims, the “Resolved Allowed Claims”). Accordingly, the holders of the Resolved Term Loan Avoidance Action Claims became entitled to receive a distribution from the GUC Trust~~—Funding~~ ~~for~~of approximately $68.5 million. Pursuant to the Plan, no funds reclaimed from the prepetition lenders in the Term Loan Avoidance Action were transferred to or otherwise benefited the GUC Trust’s ~~Liquidation~~or ~~and~~will ~~Administrative~~be ~~Costs”);~~distributed ~~and~~on account of GUC Trust Units.

•Critical ~~reserve~~Accounting ~~for~~Policies ~~Indenture Trustee / Fiscal~~ and ~~Paying~~Estimates Agent Costs, corresponding to expenditures to be made out of the cash received by the GUC Trust from MLC on the Dissolution Date (see “Functions and Responsibilities of the GUC Trust—Other Assets Received from MLC on the Dissolution Date”).

26Liquidation Basis of Accounting

~~Table~~The GUC Trust was created for the purposes described in Note 1 (“Description of ~~Contents~~Trust and Reporting Policies”) to the financial statements and has a finite life. As a result, the GUC Trust has prepared its financial statements on the liquidation basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under the liquidation basis of accounting, assets are stated at their estimated realizable value, which is the non-discounted amount of cash into which an asset is expected to be converted during liquidation, while liabilities continue to be recognized at the amount required by other U.S. GAAP, and are not remeasured to reflect any anticipation that an entity will be legally released from an obligation. Additionally, under the liquidation basis of accounting, a reserve is established for estimated costs expected to be incurred during liquidation. Such costs are accrued when there is a reasonable basis for estimation. An accrual is also made for estimated income or cash expected to be received over the liquidation period to the extent that a reasonable basis for estimation exists. The valuation of assets at realizable value, reserves for expected liquidation costs and the accrual for investment income from marketable securities represent estimates, based on present facts and circumstances known to the GUC Trust Administrator, and are subject to change. These estimates are periodically reviewed and adjusted as appropriate. As described below under the headings “Cash Equivalents, Marketable Securities and Accrued Investment Income on Cash Equivalents and Marketable Securities” and “Reserves for Expected Costs of Liquidation,” estimates for investment income expected to be earned over the remaining liquidation period and estimates for the expected costs of liquidation may change in the near term, and such change could be material.

InThe ~~addition,~~GUC Trust beneficiaries are holders of Allowed General Unsecured Claims (to the extent their liquidating distributions have not yet been paid to them) and holders of GUC Trust ~~maintains~~Units. ~~reserves~~As ~~for~~Disputed ~~Residual~~General ~~Wind-Down~~Unsecured Claims and ~~Costs~~Term Loan Avoidance Claims were resolved and allowed and thereby became Allowed General Unsecured Claims, ~~corresponding~~ tothe ~~expenditures~~holders tothereof bebecame ~~made~~entitled ~~out~~to receive liquidating distributions of ~~Residual~~Distributable ~~Wind-Down~~Cash ~~Assets~~(including Dividend Cash) and, ~~following~~GUC ~~any~~Trust ~~depletion~~Units pro rata by the amount of such ~~assets~~claims. Upon such occurrence, ~~Other~~the ~~Administrative~~GUC Trust incurred an obligation to distribute Distributable Cash and, accordingly, liquidating distributions payable were recorded in the amount of Distributable Cash (~~see~~previously ~~“Functions~~the ~~and~~fair ~~Responsibilities~~value of New GM Securities) that the GUC Trust~~—Residual~~ ~~Wind-Down~~was obligated to distribute as of the end of the period in which Disputed General Unsecured Claims and Term Loan Avoidance Action Claims were resolved as Allowed General Unsecured Claims. Prior to the resolution and allowance of Disputed General Unsecured Claims and Term Loan Avoidance Action Claims, liabilities were not recorded for the ~~Costs”)~~conditional obligations associated with Disputed General Unsecured Claims and Term Loan Avoidance Action Claims. Rather, the beneficial interests of GUC Trust beneficiaries in the residual assets of the GUC Trust were reflected in Net Assets in Liquidation of the GUC Trust in the financial statements.

As18 described in greater detail under “Functions and Responsibilities of the GUC Trust” above and “Liquidity and Capital Resources” below, unused portions of certain of the assets associated with the foregoing reserves are required to be returned to the DIP Lenders upon the winding up and dissolution of the GUC Trust. Therefore, such assets are not available to fund costs of liquidation and administration or any income tax liabilities of the GUC Trust, and are also not available for distribution to the holders of Allowed General Unsecured Claims or GUC Trust Units. See “Functions and Responsibilities of the GUC Trust—Funding for the GUC Trust’s Liquidation and Administrative Costs,” “Functions and Responsibilities of the GUC Trust—Residual Wind-Down Claims” and “Functions and Responsibilities of the GUC Trust—Other Assets Received from MLC on the Dissolution Date.”

	Three months ended December 31, 2019
(in thousands)	Reserve forExpectedWind-DownCosts			Reserve forExpectedReportingCosts			Reserve forIndentureTrustee/Fiscaland PayingAgent Costs			TotalReserves forExpectedCosts ofLiquidation
Balance, September 30, 2019	$	41,065		$	18,596		$	98		$	59,759
Plus additions to (reductions in) reserves		1,639			(5	)		—			1,634
Less liquidation costs incurred:
Trust professionals		(567	)		(553	)		—			(1,120	)
Trust governance		(615	)		(450	)		(15	)		(1,080	)
Other administrative expenses		(34	)		(94	)		—			(128	)
Balance, December 31, 2019	$	41,488		$	17,494		$	83		$	59,065

Under the liquidation basis of accounting, the GUC Trust presents two principal financial statements: a Statement of Net Assets in Liquidation and a Statement of Changes in Net Assets in Liquidation. In addition, although not required under the liquidation basis of accounting, the GUC Trust also presents a Statement of Cash Flows, in accordance with the requirements of the GUC Trust Agreement.

~~Reserves~~Dividends ~~for~~Received ~~expected~~on ~~costs~~New ofGM ~~liquidation~~Common ~~were~~Stock increased by approximately $1.6 million during the three months ended December 31, 2019, in order to reflect an increase in expected Wind-Down Costs of $1.6 million and a decrease in expected Reporting Costs of $5,000. The increase in expected Wind-Down Costs during the three months ended December 31, 2019 is primarily associated with an increase in expected legal fees related to the General Motors vehicle recall litigation described in Part II, Item 1 (“Legal Proceedings”), partly offset by a lesser amount of costs incurred during the three months ended December 31, 2019 than previously estimated. In comparison, reserves for expected costs of liquidation were increased by approximately $0.9 million during the three months ended December 31, 2018, in order to reflect a decrease in expected Wind-Down Costs of $0.5 million and an increase in expected Reporting Costs of $1.3 million. The decrease in expected Wind-Down Costs during the three months ended December 31, 2018 was primarily associated with a reversal of expected noticing costs under the Settlement Agreement that were previously accrued, partly offset by an increase in expected Wind-Down Costs associated with an extension in the estimated length of the remaining liquidation period. The increase in expected Reporting Costs was primarily associated with an extension in the estimated length of the remaining liquidation period.

~~Reserves~~The ~~for~~GUC ~~expected~~Trust ~~costs~~previously ofheld ~~liquidation~~New ~~were~~GM ~~increased~~Securities byfor ~~approximately~~future ~~$29.1 million~~distribution ~~during~~in ~~the~~respect ~~nine~~of ~~months~~Allowed ~~ended~~General ~~December 31, 2019,~~Unsecured inClaims ~~order~~and tothe ~~reflect~~GUC ~~increases~~Trust inUnits. The ~~expected~~securities ~~Wind-Down~~held ~~Costs~~consisted of ~~$22.4 million~~shares ~~and~~of ~~expected~~New ~~Reporting~~GM ~~Costs~~Common ofStock $6and New GM Warrants.~~8 million~~ ~~(such~~As ~~increases~~described ~~are~~above ~~net~~under of“Functions ~~reductions~~and inResponsibilities of the ~~reserves~~GUC Trust—Distributions and ~~expected~~Distributable ~~costs~~Assets inof the ~~three~~GUC ~~months~~Trust,” ~~ended~~pursuant ~~June 30,~~to the ~~2019).~~Liquidation ~~The~~Order, ~~increase~~the inGUC ~~expected~~Trust ~~Wind-Down~~liquidated ~~Costs~~all of its holdings of New GM Securities during ~~the~~July ~~nine~~and ~~months~~August ~~ended~~2015. ~~December 31,~~Dividends ~~2019~~were isreceived ~~primarily~~on ~~associated~~previously ~~with~~held aNew ~~net~~GM ~~extension~~Common ofStock ~~eighteen~~and ~~months~~such individends ~~the~~are ~~estimated~~required ~~end~~to ~~date~~be ofapplied to the ~~remaining~~same ~~liquidation~~purpose ~~period,~~as ~~along~~the New ~~with~~GM anCommon ~~increase in~~Stock ~~legal~~to ~~fees~~which ~~for~~such ~~expected~~dividends ~~reimbursements~~relate. When the portion of ~~$10.0 million~~Distributable Cash applicable to ~~certain~~the liquidated New GM Common Stock is distributed to holders of aAllowed ~~majority~~General ofUnsecured Claims or GUC Trust Units, ~~for~~then ~~legal~~the ~~fees.~~dividends ~~The~~relating to ~~increase~~such inDistributable ~~expected~~Cash ~~Reporting~~are ~~Costs~~also ~~during~~distributed ~~the~~to ~~nine~~such ~~months~~holders. ~~ended~~When, ~~December 31~~however, ~~2019~~Distributable Cash is ~~primarily~~appropriated ~~associated~~ by the GUC Trust in accordance with the ~~aforementioned~~GUC ~~net~~Trust ~~extension~~Agreement into fund the ~~estimated~~costs ~~end~~and ~~date~~liabilities of the ~~remaining~~GUC ~~liquidation~~Trust, ~~period.~~then, Inin ~~comparison~~that case, the ~~reserves~~dividends ~~were~~relating ~~increased~~to ~~approximately~~such ~~$9.4 million~~appropriated ~~during~~Distributable ~~the~~Cash ~~nine~~are ~~months~~applied ~~ended~~to ~~December 31,~~such ~~2018,~~costs inand ~~order~~liabilities toof ~~reflect increases~~the inGUC ~~expected~~Trust ~~Wind-Down~~and ~~Costs~~(just ~~and~~like ~~expected~~the ~~Reporting~~appropriated ~~Costs~~Distributable ofCash) ~~$3.9 million~~are ~~and~~maintained $5in Other Administrative Cash.~~5 million,~~ ~~respectively~~Because (such ~~increases~~dividends are applied ~~net~~to ofthe ~~reductions~~same inpurpose as the ~~reserves~~associated ~~and~~Distributable ~~expected~~Cash, ~~costs~~any inreferences to Distributable Cash should be understood to include the ~~three~~dividends ~~months~~relating ~~ended~~to ~~June 30~~such Distributable Cash, ~~2018)~~unless expressly indicated otherwise. The ~~net~~ ~~increase~~amount inof ~~expected~~cash ~~Wind-Down~~and cash ~~Costs~~equivalents ~~during~~and ~~the~~marketable ~~nine~~securities ~~months~~held ~~ended~~by ~~December 31,~~the ~~2018~~GUC ~~was~~Trust ~~primarily~~that ~~associated~~relates ~~with~~to adividends ~~net~~received ~~extension~~by in the ~~estimated~~GUC ~~length~~Trust ofon ~~the~~New ~~remaining~~GM ~~liquidation~~Common ~~period,~~Stock ~~partly~~previously ~~offset~~held by athe ~~reversal~~GUC ofTrust ~~expected~~is ~~noticing costs~~referred ~~that~~to ~~were~~as ~~previously~~Dividend ~~accrued~~Cash and ais ~~reduction~~included in ~~legal~~the ~~fees~~amount inof ~~the~~cash ~~quarter~~and cash ~~ended~~equivalents ~~September 30,~~and ~~2018~~marketable ~~associated~~securities ~~with~~held afor ~~settlement~~distribution ofto ~~balances~~GUC ~~due.~~Trust ~~The~~beneficiaries ~~net~~that ~~increase~~is inreferred ~~expected~~to ~~Reporting~~as ~~Costs~~Distributable ~~was~~Cash ~~primarily~~(except ~~associated~~to ~~with~~the aextent ~~net~~of ~~extension~~dividends ~~in the~~relating ~~estimated~~to ~~length~~appropriated ofDistributable ~~the~~Cash ~~remaining~~that ~~liquidation~~is ~~period~~classified as Other Administrative Cash following such appropriation).

27Cash Equivalents, Marketable Securities and Accrued Investment Income on Cash Equivalents and Marketable Securities

~~Table~~Cash equivalents consist of ~~Contents~~balances held in money market funds. Marketable securities consist of short-term investments in U.S. Treasury bills. The GUC Trust has valued these securities at carrying value, which approximates fair value (when receivables for associated interest income earned included in accrued investment income in the accompanying Statements of Net Assets in Liquidation are combined with the carrying value of such U.S. Treasury bills). Estimated investment income expected to be earned on short-term investments in marketable securities is accrued under the liquidation basis of accounting to the extent that a reasonable basis for estimation exists. Such accrual is estimated principally based on forecasted cash outflows and expected returns based on recent yields on U.S. Treasury bills in which the marketable securities are invested. Modifications are made to the accrual when yields on holdings of U.S. Treasury bills as of the date of the financial statements significantly differ from more recent yields. Estimates of forecasted cash outflows consider the estimated amount and timing of distributions in respect of GUC Trust Units. Such estimates may change in the near term, and such change may be material.

Reserves for ~~expected~~Residual costs of liquidation were reduced by the amount of liquidation and administrative costs incurred during the three and nine months ended December 31, 2019. Trust professional costs incurred during the three and nine months ended December 31, 2019 were approximately $1.1 million and $4.1 million, respectively, as compared to approximately $1.0 million and $3.3 million, respectively, for the three and nine months ended December 31, 2018. The increase of $0.1 million from three-month period to period and the increase of $0.8 million from nine-month period to period is primarily due to an increase in Wind-Down ~~Costs~~Claims ~~charged to the reserve. Trust Governance Costs incurred during the three~~ and ~~nine~~Residual months ended December 31, 2019 were approximately $1.1 million and $3.2 million, respectively, as compared to approximately $1.1 million and $3.4 million, respectively, for the three and nine months ended December 31, 2018. The decrease of $0.2 million from nine-month period to period is due to a decrease in Wind-Down Costs charged to the reserve. Other administrative costs during the three and nine months ended December 31, 2019 were approximately $128,000 and $261,000, respectively, as compared to approximately $120,000 and $262,000, respectively, for the three and nine months ended December 31, 2018. For additional information regarding the components of each category of costs, see “Functions and Responsibilities of the GUC Trust—Funding for the GUC Trust’s Liquidation and Administrative Costs,” “Functions and Responsibilities of the GUC Trust—Residual Wind-Down Claims” and “Functions and Responsibilities of the GUC Trust—Other Assets Received from MLC Trust on the Dissolution Date.”

~~The~~Upon ~~foregoing~~the ~~reserves~~dissolution ~~represent future costs~~ of ~~the~~MLC, ~~GUC Trust for~~ which ~~there~~ isoccurred aon ~~reasonable basis for estimation as of~~ December 3115, ~~2019~~2011, ~~and, therefore, are recorded under~~ the ~~liquidation~~GUC ~~basis~~Trust ofbecame ~~accounting~~responsible ~~in accordance with U.S. GAAP. Additional costs may be incurred~~ for ~~which~~resolving ~~there~~and ~~was~~satisfying ~~not~~(to ~~a reasonable basis~~the ~~for~~extent ~~estimation~~allowed) asall ofremaining ~~December 31,~~Residual ~~2019~~Wind-Down Claims. InOn ~~particular,~~the asDissolution ~~of December 31~~Date, ~~2019,~~ the ~~recorded~~Debtors ~~reserves~~transferred ~~for~~to ~~expected~~the ~~costs~~GUC ofTrust ~~liquidation~~Residual ~~reflect~~Wind-Down ~~estimated~~Assets ~~costs~~in ~~for~~an aamount ~~remaining~~necessary ~~liquidation period estimated~~ to ~~extend~~satisfy ~~through October 2023, which date is dependent predominantly on~~ the ~~estimate~~ultimate ofallowed ~~the~~amount ~~remaining period~~ of ~~time~~such ~~for~~Residual ~~resolution~~Wind-Down ofClaims (including ~~litigation involving~~ certain ~~General~~Avoidance ~~Motors~~Action ~~vehicle~~Defense ~~recalls described in Part II, Item 1 (“Legal Proceedings”~~Costs). ~~This~~and ~~end date of~~ the ~~remaining~~ ~~liquidation~~Residual ~~period has been estimated predominantly on a modified probability~~Wind-~~weighted~~Down ~~basis~~Costs, as ~~permitted~~estimated ~~under~~by Uthe Debtors.S. ~~GAAP~~A ~~and~~corresponding ~~which~~amount ~~the~~was ~~GUC~~recorded ~~Trust~~in ~~believes is~~ the ~~most~~reserves ~~appropriate~~for ~~measurement~~Residual ~~basis~~Wind-Down ~~under~~Claims ~~the~~and ~~circumstances~~Costs. ~~Where~~Should anthe ~~outcome is~~Residual ~~estimated~~Wind-Down toClaims ~~be likely,~~ and the ~~likely~~Residual ~~outcome~~Wind-Down ~~has~~Costs ~~been~~be ~~used~~less asthan the ~~best~~Residual ~~estimate~~Wind-Down ~~and~~Assets, noany ~~weight~~excess ~~has~~funds ~~been~~will ~~given~~be returned to the ~~unlikely~~DIP ~~outcome~~Lenders. InWhile ~~addition~~not expected, ~~consistent~~if, ~~with~~collectively, the ~~liquidation~~actual ~~basis~~amounts of ~~accounting,~~Residual noWind-Down ~~consideration~~Claims ~~has~~allowed ~~been~~and ~~given~~the toResidual ~~potential~~Wind-Down ~~outcomes~~Costs toexceed the ~~extent~~Residual ~~there~~Wind-Down ~~does not exist a reasonable basis for estimation. Additionally~~Assets, ~~certain~~the ~~liquidation~~GUC ~~costs~~Trust ~~that~~Administrator ~~are~~may ~~expected to~~ be ~~prepaid~~required byto ~~the~~set ~~GUC~~aside ~~Trust~~from ~~upon~~distribution ~~its~~and ~~dissolution~~appropriate ~~have~~Distributable ~~also~~Cash ~~been~~to ~~estimated~~fund ~~and~~the ~~accrued~~shortfall. ~~Future~~Any ~~developments~~such ~~in the~~appropriation ~~General~~would ~~Motors~~reduce ~~vehicle recall litigation could extend~~ the ~~current~~amount ~~estimate~~ of ~~the~~Distributable ~~remaining~~Cash (including ~~period~~Dividend ofCash) ~~time~~available for ~~resolution~~distribution ~~and,~~to ~~therefore,~~holders ~~extend the estimated remaining liquidation period~~ of ~~the~~ GUC Trust ~~beyond October 2023~~Units.

IfReserves ~~the funds available~~ for ~~each~~Expected ofCosts ~~the foregoing categories~~ of ~~costs~~Liquidation are not sufficient to satisfy any of the costs in that category, the GUC Trust will be required to appropriate a portion of Distributable Cash in order to meet its additional obligations for those costs. Any such appropriation will result in a lesser amount of Distributable Cash available for distribution to holders of GUC Trust Units.

~~The~~Under ~~process~~the liquidation basis of ~~recognizing~~accounting, ~~reserves~~the ~~for~~GUC ~~expected~~Trust ~~costs~~is ofrequired ~~liquidation~~to asestimate aand ~~matter~~accrue ofthe ~~financial~~costs ~~reporting~~associated iswith ~~separate~~implementing the Plan and ~~distinct~~distributing ~~from~~ the ~~process~~GUC byTrust’s ~~which~~distributable ~~Distributable~~assets. ~~Cash~~These iscosts, ~~set~~described ~~aside~~as ~~from~~Wind-Down ~~distribution~~Costs ~~for~~and ~~the~~Reporting ~~purposes~~Costs ofin ~~funding~~Note ~~projected~~2 ~~costs~~(“Plan of ~~liquidation,~~Liquidation”) ~~which~~to ~~are~~the ~~generally~~financial ~~estimated~~statements, onconsist aprincipally ~~more~~of ~~conservative~~professional ~~(i.e.~~fees, ~~more~~costs ~~inclusive)~~of governance, ~~basis~~ and ~~include contingencies~~other ~~that~~administrative ~~are~~expenses. ~~not~~These ~~permitted~~amounts tomay bevary ~~recognized~~significantly ~~under~~due ~~applicable~~to, ~~accounting~~among ~~standards.~~other Asthings, ~~described~~the intime ~~further~~and ~~detail~~effort ~~below,~~required ~~certain~~to ~~amounts~~complete ofall ~~Distributable~~activities ~~Cash~~and ~~have~~distributions ~~already~~under ~~been~~the ~~set~~Plan. ~~aside~~The ~~from~~GUC ~~distribution~~Trust ~~for~~has ~~the~~recorded ~~purposes~~reserves ~~of meeting such~~for ~~potential~~expected ~~additional~~costs ~~obligations.~~of ~~However,~~liquidation ~~the~~that ~~amounts~~represent ~~set~~estimated ~~aside~~costs ~~from~~to ~~distribution~~be ~~are~~incurred ~~neither~~over ~~reflected~~the inremaining ~~nor~~liquidation aperiod ~~part~~ of the ~~financial~~GUC ~~statements~~Trust ~~included~~for ~~elsewhere~~which inthere ~~this~~is ~~Quarterly~~a ~~Report~~reasonable onbasis ~~Form~~for ~~10-Q because~~estimation. ~~the~~The ~~process~~amount of ~~setting~~liquidation ~~aside~~costs ~~such~~that ~~assets~~will isultimately ~~not~~be ~~related~~incurred depends toboth on the ~~process~~period of ~~recording,~~time asand aon ~~matter~~the extent of ~~financial~~activities ~~reporting~~required infor the ~~Statement~~GUC ofTrust ~~Net~~to ~~Assets~~complete inits ~~Liquidation,~~functions ~~reserves~~and ~~for~~responsibilities ~~expected~~under ~~costs~~the ofPlan ~~liquidation~~and orthe ~~any~~GUC ~~current~~Trust ~~and~~Agreement. ~~deferred income~~Significant ~~tax~~uncertainty ~~liabilities.~~remains ~~See~~both ~~“Critical~~as ~~Accounting~~to ~~Policies~~that time period and as ~~Estimates—Income~~to ~~Taxes”~~the ~~and~~extent ~~“Critical~~of ~~Accounting~~those ~~Policies~~activities. ~~and~~As ~~Estimates—Reserves~~a result, estimates for ~~Expected~~the ~~Costs~~expected costs of ~~Liquidation”~~liquidation ~~above~~may ~~and~~change ~~“Net~~in ~~Assets~~the ~~in Liquidation—Distributable~~near ~~Cash~~term, ~~Set~~and ~~Aside~~such ~~from~~change ~~Distribution”~~could ~~below~~be material.

~~For~~As ~~additional~~of ~~information~~June 30, ~~regarding~~2020, such remaining liquidation period is estimated to extend through July 2021 and has been estimated predominantly on a modified probability-weighted basis, which the ~~reserves~~GUC ~~described~~Trust believes is the most appropriate measurement basis under the circumstances. Where an outcome is estimated to be likely, the likely outcome has been used as the best estimate and no weight has ~~above~~been given to the unlikely outcome. In addition, ~~see~~consistent ~~Note~~with 2the ~~(“Plan~~liquidation basis of ~~Liquidation”)~~accounting, ~~and~~no ~~Note~~consideration 6has been given to potential outcomes to the extent there does not exist a reasonable basis for estimation. The remaining liquidation period is dependent predominantly on the estimate of the remaining period of time for resolution of litigation involving certain General Motors vehicle recalls described in Part II, Item 1 (“~~Reserves~~Legal Proceedings”). In addition, certain additional estimated time to wind down the GUC Trust following resolution of the litigation is included in the estimated liquidation period. Future developments in the General Motors vehicle recall litigation could extend the current estimate of such remaining period of time for ~~Expected~~resolution ~~Costs~~and, therefore, extend the estimated remaining liquidation period of ~~Liquidation~~the GUC Trust beyond July 2021. In addition, certain liquidation costs that are expected to be prepaid by the GUC Trust upon its dissolution have also been estimated and ~~Residual~~accrued. ~~Wind-Down~~The ~~Claims~~GUC Trust’s estimates regarding the costs and ~~Costs”)~~remaining toliquidation period may change in the ~~financial~~near ~~statements~~term, and such change may be material.

2819

As the GUC Trust incurs liquidation costs, the reserves are released to offset the costs incurred and a liability to the service provider is recognized as an accounts payable or accrued liability until paid. In addition, because the GUC Trust only records reserves for expected costs for which there is a reasonable basis for estimation under applicable U.S. GAAP, additional costs may be identified from time to time for which additional reserves must be recorded. As such costs are identified, the GUC Trust records an increase to its reserves and charges such increase as an addition to such reserves in the Statement of Changes in Net Assets in Liquidation.

~~Disputed~~The ~~Claims~~process of recording reserves for expected costs of liquidation as a matter of financial reporting is separate and distinct from the process by which Distributable Cash is set aside from distribution for the purposes of funding projected costs of liquidation. Such projected costs are generally estimated on a more conservative (i.e., more inclusive) basis and include contingencies that are not permitted to be accrued in reserves for expected costs of liquidation under applicable U.S. GAAP. For a more complete description of the process of setting aside Distributable Cash to fund projected costs and potential liabilities of the GUC Trust, see “Functions and Responsibilities of the GUC Trust—Funding for the GUC Trust’s Liquidation and Administrative Costs” above and “Net Assets in Liquidation—Distributable Cash Set Aside from Distribution” below.

AsContingent ~~of December 31,~~Settlement 2019 and September 30, 2019, there were no remaining Disputed General Unsecured Claims or Term Loan Avoidance Action Claims. Allowed General Unsecured Claims as of such dates aggregated approximately $32,086 million. Obligation

AsThe ~~described~~GUC inTrust ~~Part~~accrues ~~II,~~for ~~Item~~loss 1contingencies ~~(“Legal~~when ~~Proceedings”),~~it ~~during~~is ~~December~~probable ~~2016~~that a liability has been incurred as of the date of the financial statements and the amount of such liability can be reasonably estimated. In assessing whether a liability has been incurred as of the date of the financial statements, ~~certain~~the ~~plaintiffs~~GUC ~~filed~~Trust ~~motions~~considers ~~with~~events occurring after the ~~Bankruptcy~~date of the financial ~~Court~~statements ~~seeking~~that ~~authority~~provide additional evidence with respect to ~~file~~conditions ~~late~~that ~~proofs~~existed as of ~~claim~~the ~~against~~date of the financial statements, including the estimates inherent in the process of preparing financial statements. Accordingly, during the quarter ended March 31, 2020, the GUC Trust. ~~Were~~accrued ~~any~~a ~~late~~contingent ~~proofs~~settlement ofobligation ~~claim~~pursuant to bethe ~~filed~~Amended Settlement Agreement described in Part II, Item 1 (~~following~~“Legal ~~receipt~~Proceedings”). Estimates regarding future payment of ~~authority~~the tocontingent dosettlement obligation somay ~~from~~change in the ~~Bankruptcy~~near ~~Court)~~term, ~~additional~~and ~~general~~such ~~unsecured~~change ~~claims~~may ~~could~~be ~~arise~~material.

~~Distributable~~Income ~~Assets~~Taxes

The ~~table~~ ~~below~~GUC ~~summarizes~~Trust ~~the~~is ~~activity~~considered into ~~New~~be GMa ~~Securities~~Disputed ~~prior~~Ownership Fund pursuant to ~~their~~Treasury ~~liquidation~~Regulation Section 1.468B-9. ~~and~~Because ~~Distributable~~all ~~Cash~~of the assets that ~~comprises~~have been transferred to the GUC Trust’s ~~distributable~~are ~~assets~~passive investments, ~~including~~ the ~~numbers~~GUC ofTrust ~~New~~is GMtaxed ~~Securities~~as ~~and~~a ~~amount~~Qualified ofSettlement ~~Distributable~~Fund ~~Cash~~(or QSF) pursuant to Treasury ~~previously~~Regulation ~~distributed~~Section 1.468B-9(c)(1)(ii). The QSF tax status of the GUC Trust was approved by the IRS in a private letter ruling issued on March 2, as2011. ~~well~~In general, a QSF computes taxable income in the same manner as a corporation but pays Federal income tax using trust income tax rates on its modified gross income. Modified gross income includes gross income pursuant to Internal Revenue Code Section 61, less administrative expenses, certain losses from the ~~amount~~sale, exchange or worthlessness of ~~Distributable~~property, ~~Cash~~and ~~available~~net ~~for~~operating ~~distribution~~losses. In general, a Disputed Ownership Fund taxed as a QSF does not recognize gross income on assets transferred to ~~holders~~it; oftherefore, the GUC Trust ~~Units~~has asnot ofrecognized gross ~~December 31,~~income ~~2019~~on ~~(in~~the ~~thousands):~~transfer of assets from MLC.

	New GMCommon Stock			New GMSeries AWarrants			New GMSeries BWarrants			DistributableCash (includingDividend Cash)
Distributable Assets as of Effective Date (March 31, 2011)		150,000			136,364			136,364		$	—
Dividends received on New GM Common Stock		—			—			—			24,746
Prior distributions (1)		(137,299	)		(124,817	)		(124,817	)		(314,003	)
Prior sales to fund GUC Trust costs and Avoidance Action Trust funding obligation		(1,313	)		(1,194	)		(1,194	)		(170	)
Prior liquidation of New GM Securities		(11,388	)		(10,353	)		(10,353	)		741,701
Prior appropriation of Distributable Cash to fund GUC Trust liquidation and administrative costs		—			—			—			(47,984	)
Holdings as of December 31, 2019		—			—			—			404,290
Less: Distributions payable as of December 31, 2019 (2)											(323,537	)
Add: Distributions payable to holders of GUC Trust Units as of December 31, 2019											321,061
Less: Amounts set aside from distribution to fund projected GUC Trust costs											(80,746	)
Distributable Assets as of December 31, 2019 (3)										$	321,068

The GUC Trust generates gross income in the form of interest and dividend income (including dividends received on its previous holdings of New GM Common Stock) and recognizes capital gains and/or losses upon its disposition of New GM Securities, which are reduced by administrative expenses and accumulated net operating and capital losses (prior to their expiration), to compute modified gross income. As the GUC Trust is taxable for federal income tax purposes, a current income tax liability or asset, if any, is recognized for estimated taxes payable or receivable for the year. Deferred tax liabilities and assets are recognized for the estimated future tax effects of temporary differences between financial reporting and tax accounting. Deferred tax assets are reviewed for recoverability and valuation allowances are provided as necessary.

~~(1)~~ The numbers of New GM Securities and the amount of Distributable Cash shown as distributed include sales for (a) cash distributions to governmental entities to the extent such governmental entities requested such sales and demonstrated to the satisfaction of the GUC Trust ~~Administrator~~is ~~that~~not ~~such~~subject ~~governmental~~to ~~entities~~state ~~were~~income ~~precluded~~taxes byunder ~~applicable~~current law. ~~from receiving distributions of New GM Securities and (b) fractional amounts of New GM Securities~~Accordingly, inno ~~lieu~~current ofor ~~which~~deferred state ~~the~~income ~~GUC~~tax ~~Trust~~liabilities ~~was~~and ~~required~~assets ~~pursuant~~are ~~to the GUC Trust Agreement to distribute cash, subject to certain minimum thresholds~~recorded.

~~(2)~~The ~~Distributions~~process ~~payable~~of ~~includes~~recognizing ~~(a)~~deferred ~~distributions~~tax assets and liabilities and any current income taxes payable toas ~~holders~~a matter of ~~GUC~~financial ~~Trust~~reporting ~~Units,~~is ~~(b)~~separate ~~distributions~~and ~~payable~~distinct tofrom ~~holders~~the process by which any Distributable Cash is set aside from distribution for the purposes of ~~Resolved~~funding ~~Term~~potential ~~Loan~~income ~~Avoidance~~tax ~~Action~~liabilities. ~~Claims~~Any ~~and~~such potential income tax liabilities are generally estimated on a more conservative (ci.e., more inclusive) ~~distributions~~basis ~~payable~~and inmay ~~respect~~include amounts of ~~Allowed~~potential ~~General~~income ~~Unsecured~~tax ~~Claims~~liabilities beyond the amounts that ~~were~~are ~~allowed~~permitted into ~~prior~~be ~~fiscal~~recorded ~~periods,~~under ~~but~~applicable ~~for~~accounting ~~which~~standards. For a more complete description of the ~~holders~~process of ~~such~~setting ~~claims~~aside ~~had~~Distributable ~~not~~Cash ~~yet~~to ~~supplied~~fund ~~information~~projected ~~required~~costs byand potential income tax liabilities of the GUC Trust, insee ~~order~~“Net toAssets ~~effect~~in ~~the~~Liquidation—Distributable ~~distribution~~Cash toSet ~~which~~Aside ~~they~~from ~~are entitled~~Distribution” below.

~~(3)~~ The ~~amount~~GUC ofTrust ~~Distributable~~recognizes ~~Cash~~the ~~and~~tax ~~associated~~benefit ~~Dividend~~from ~~Cash~~an ~~set~~uncertain ~~out~~tax ~~above~~position asonly ~~“Distributable~~if ~~Assets”~~it ~~does~~is more likely than not ~~directly~~that ~~relate~~the totax ~~Net~~position will ~~Assets~~be insustained ~~Liquidation~~on orexamination ~~any~~by ~~other~~the ~~number~~taxing ~~appearing~~authority, inbased on the technical merits of the position, review of available evidence and consultation with GUC Trust Professionals. The GUC Trust’s ~~financial~~tax ~~statements~~liability ~~prepared~~with respect to its federal income tax returns for the year ended March 31, 2019 and all prior years are no longer subject to examination as a result of the application of Section 505(b) of the Bankruptcy Code. However, the amounts shown in ~~accordance~~the schedule below, which include capital loss carryovers as of March 31, 2020, along with net operating loss carryovers generated through March 31, 2020, could be subject to examination by the IRS in subsequent years if those losses are utilized. It is not expected that such losses will be utilized (on a net basis) in the future as a result of the sale of all New GM Securities in the year ended March 31, 2016. As of June 30, 2020, there are no known items which would result in a significant accrual for uncertain tax positions. On June 24, 2020, the GUC Trust filed its U.S. ~~GAAP~~federal income tax return for the year ended March 31, 2020 with the IRS and requested prompt determination of tax liability pursuant to Section 505(b) of the Bankruptcy Code that same day. As of the date of this Quarterly Report on Form 10-Q, the GUC Trust has not received notification from the IRS whether or not its income tax return for the year ended March 31, 2020 has been selected for examination.

As20 described above under the heading “Disputed Claims,” as of December 31, 2019, there were approximately $32,086 million in Allowed General Unsecured Claims. In respect of such claims, the GUC Trust had previously distributed in the aggregate 137,298,736 shares of New GM Common Stock, 124,817,263 New GM Series A Warrants and 124,817,263 New GM Series B Warrants and $314.0 million of Distributable Cash. In addition, as of December 31, 2019, the GUC Trust was obligated to distribute $2.5 million of Distributable Cash to holders of Resolved Term Loan Avoidance Actions Claims and to holders of Allowed General Unsecured Claims that were allowed in prior fiscal periods, but for which, the holders of such claims had not yet supplied information required by the GUC Trust in order to effect the distribution to which they are entitled. Also, as of December 31, 2019, the GUC Trust has recorded liquidating distributions payable to holders of GUC Trust Units of $321.1 million.

~~Table~~As ofdescribed ~~Contents~~below, the GUC Trust’s capital loss carryovers have expired and are no longer available to be utilized by the GUC Trust under the Five Year Rule. However, as described below, such capital loss carryovers may be utilized by Claimants (as defined below) and could be subject to examination by the IRS in subsequent years if those losses are so utilized.

~~Distributable~~As ~~Cash~~of ~~Set~~March 31, ~~Aside~~2020, ~~from~~the ~~Distribution~~GUC Trust had capital loss carryovers and net operating loss carryovers (or together, the Loss Carryovers) for which the GUC Trust had not taken a deduction in the amounts set forth below, scheduled by the year the losses were incurred, net of losses utilized in subsequent years to offset net taxable income or gains. These amounts reflect the Loss Carryovers shown on the federal income tax returns filed by the GUC Trust, which have not been examined by the IRS, as follows (in thousands):

Overview of Distributable Cash Set Aside from Distribution


Taxable Year Ended	Net Operating Loss Carryovers		Capital Loss Carryovers
March 31, 2012	$	37,830	$	158,137
March 31, 2013		32,128		22,635
March 31, 2014		14,322		—
March 31, 2015		1,761		1,674
March 31, 2016		15,276		—
March 31, 2017		27,596		—
March 31, 2018		10,360		—
March 31, 2019		—		—
March 31, 2020		1,287		—

Total	$	140,560	$	182,446

InAs ~~addition~~of tothe ~~distributions~~quarter ofended ~~Distributable~~September 30, ~~Cash~~2015, ~~which are reflected as reductions to~~ the GUC Trust ~~net~~had ~~assets~~disposed inof all of its ~~financial~~capital ~~statements,~~assets. Accordingly, the GUC Trust ~~also,~~does ~~from~~not ~~time~~expect to ~~time~~recognize any additional capital gains or losses going forward. In general, ~~sets~~capital ~~aside~~losses ~~Distributable~~may ~~Cash~~be carried forward by corporations for ~~potential~~five ~~future~~years ~~appropriation~~after tosuch ~~fund~~losses ~~projected~~were ~~liquidation~~incurred (or the Five Year Rule) and ~~administrative~~may ~~costs,~~be ascarried ~~well~~forward asindefinitely ~~any~~by ~~potential~~non-corporate ~~income~~persons. ~~tax~~The ~~liabilities,~~capital ~~including~~loss ~~Dividend~~carryovers ~~Taxes~~of $158.1 million, ~~Investment Income~~$22.6 million ~~Taxes~~ and ~~Taxes~~$1.7 million onattributable ~~Distribution.~~to ~~Distributable~~the ~~Cash~~years ~~that~~ended isMarch 31, 2012, ~~set~~2013 ~~aside~~and ~~from~~2015, ~~distribution~~respectively, are no longer available for utilization by the GUC Trust isunder ~~not~~the ~~deducted~~Five ~~from~~Year ~~the~~Rule. ~~net~~Net ~~assets~~operating inlosses ~~liquidation~~generally may be carried forward for 20 years after such losses are incurred; although, pursuant to the enactment of the ~~GUC~~“Tax ~~Trust~~Cuts and Jobs Act” in ~~its~~December ~~financial~~2017, ~~statements~~any ~~unless~~net ~~and~~operating ~~until~~losses ~~such~~generated ~~set~~in ~~aside Distributable~~tax ~~Cash~~years isbeginning ~~appropriated~~after ~~and~~December 31, ~~expended.~~2017, ~~Distributable~~may ~~Cash~~be ~~set~~carried ~~aside~~over ~~from~~indefinitely. ~~distribution~~In isaddition, ~~segregated~~pursuant byto the ~~GUC~~“Coronavirus ~~Trust~~Aid, ~~for~~Relief and ~~such~~Economic ~~specific~~Security ~~purposes~~Act” ~~and~~enacted ison ~~not~~March 27, ~~available~~2020, ~~for~~net ~~distribution~~operating losses are immediately permitted to ~~holders~~be ofcarried ~~GUC~~back ~~Trust~~for ~~Units~~five oryears. ~~other~~The ~~claimants~~net ~~unless and~~operating loss carryover attributable to the ~~extent~~year ~~that~~ended March 31, 2012 was reduced by approximately $0.2 million, as a result of the ~~GUC~~utilization ~~Trust~~of ~~later~~a ~~determines~~portion ~~that~~of the ~~set~~carryover ~~aside~~to ~~Distributable~~offset ~~Cash~~the isnet notaxable ~~longer~~income ~~needed~~recognized toin ~~fund~~the ~~those~~year ~~specific~~ended ~~purposes~~March 31, 2019.

~~This~~Loss ~~process~~Succession isRule not related to, and is separate from, the process of recording any current and deferred income tax liabilities and reserves for expected costs of liquidation in the Statement of Net Assets in Liquidation, as a matter of financial reporting. As a matter of financial reporting, income tax liabilities and reserves for expected costs of liquidation must be determined in accordance with generally accepted accounting principles applicable to the GUC Trust. By contrast, the estimates of projected costs and potential liabilities for which the GUC Trust may set aside Distributable Cash are generally made on a more conservative (i.e., more inclusive) basis and include contingencies that are not permitted to be recognized under applicable accounting standards. See “Critical Accounting Policies and Estimates—Reserves for Expected Costs of Liquidation” above.

AsUnder ofTreasury ~~December~~Regulations Section ~~31,~~1.468B-9(c)(6) ~~2019,~~(or the ~~distributable~~Loss ~~assets~~Succession Rule), upon termination of the GUC Trust, ~~available~~each ~~for~~GUC ~~distribution~~Trust toClaimant ~~holders~~(as ~~of GUC~~defined ~~Trust~~below ~~Units~~pursuant ~~consisted~~to oftax ~~Distributable~~regulations) ~~Cash~~is ofentitled ~~approximately~~to ~~$321.1 million~~succeed ~~(including~~to ~~Dividend~~and ~~Cash),~~take ~~after~~into ~~deducting~~account ~~the~~a ~~amounts~~portion of ~~Distributable~~any ~~Cash~~unused (~~including~~vs. ~~Dividend Cash~~unexpired) ~~(i)~~ ~~set~~Loss ~~aside~~Carryovers ~~from~~of ~~distribution~~the toGUC ~~fund~~Trust. ~~additional projected~~The ~~liquidation~~Loss ~~and~~Succession ~~administrative~~Rule ~~costs~~provides that, ofin ~~the~~order ~~GUC~~to ~~Trust~~determine ~~(as described below under~~ the ~~heading~~portion ~~“Set~~of ~~Aside~~such ~~Calculations~~Loss ~~Relating~~Carryovers to ~~Projected~~which ~~Liquidation~~each ~~and~~Claimant ~~Administrative~~will ~~Costs~~succeed, ~~Including~~such ~~Dividend~~Loss ~~Taxes~~Carryovers ~~and~~must ~~Investment~~be ~~Income Taxes”)~~allocated ~~and~~among ~~(ii) set~~GUC ~~aside~~Trust ~~for~~Claimants ~~distributions~~in ~~payable~~proportion into ~~respect~~the value of ~~Resolved~~the ~~Term~~GUC ~~Loan~~Trust ~~Avoidance~~assets ~~Action~~distributable ~~Claims~~to ~~and~~each ~~Allowed~~such Claimant. ~~General~~For ~~Unsecured~~purposes ~~Claims~~of ~~that~~the ~~were~~rules ~~allowed~~that ingovern ~~prior~~Disputed ~~fiscal~~Ownership ~~periods~~Funds, ~~but~~a ~~for~~claimant ~~which~~(or ~~the~~a ~~holders~~Claimant) ofis ~~such~~defined ~~claims~~as ~~had~~a ~~not yet~~person ~~supplied~~who ~~information~~claims ~~required~~ownership byof, ~~the~~in ~~GUC~~whole ~~Trust~~or in ~~order~~part, toproperty ~~effect~~immediately ~~the~~before ~~distributions~~and immediately after such property is transferred to ~~which~~a ~~they~~Disputed ~~are~~Ownership ~~entitled~~Fund. AsAccordingly, ofunder ~~December 31,~~the ~~2019,~~Loss ~~such~~Succession ~~Distributable~~Rule, ~~Cash~~a person is ~~available~~generally ~~for~~eligible ~~distribution~~ to ~~holders~~succeed ofto the GUC Trust’s ~~Units~~Loss inCarryovers ~~future~~if ~~periods after~~the ~~either~~person ~~resolution~~(i) receives a distribution of ~~the~~GUC ~~litigation~~Trust ~~relating~~assets toupon the ~~General~~GUC ~~Motors~~Trust’s termination ~~vehicle~~and ~~recalls~~(ii) qualifies oras ~~further~~a ~~order~~Claimant ofwith respect to the ~~Bankruptcy~~GUC ~~Court~~Trust.

~~Prior to~~The mechanics of the ~~liquidation~~Loss ofSuccession ~~all~~Rule, as applied to the GUC Trust’s ~~holdings~~and the holders of ~~New~~GUC GMTrust ~~Securities~~Units, are unclear in ~~July~~several ~~and~~respects. ~~August~~The ~~2015,~~following ~~New~~discussion GMdescribes ~~Securities~~one ~~were~~possible ~~set~~interpretation ~~aside~~of tothe ~~fund~~rules. ~~projected~~However, ~~liquidation~~it ~~and~~is ~~administrative~~possible ~~costs~~that ~~and~~the ~~potential~~IRS ~~income~~will ~~tax~~take ~~liabilities~~a asposition that differs from that described below. As previously disclosed, the GUC Trust had initiated preliminary discussions with the IRS regarding the Loss Succession Rule, but, at this time, those discussions are not being pursued. Holders of GUC Trust Units should consult their own tax advisors about the application of the Loss Succession Rule upon the termination of the GUC Trust in light of their particular circumstances.

~~Set~~Termination ~~Aside~~of ~~Calculations~~the ~~Relating~~GUC toTrust ~~Projected Liquidation and Administrative Costs, Including Dividend Taxes and Investment Income Taxes~~

~~The~~It ~~GUC~~is ~~Trust~~generally ~~Administrator~~expected ~~reevaluates,~~that onall aholders ~~quarterly basis, the amount~~ of ~~Distributable~~GUC ~~Cash~~Trust ~~(including~~Units ~~Dividend~~on ~~Cash)~~the ~~needed to~~final bedistribution ~~set~~date ~~aside~~will ~~from~~receive a distribution ~~for purposes~~ of ~~funding~~Excess ~~projected~~GUC ~~liquidation~~Trust Distributable ~~and~~Assets. ~~administrative~~The ~~costs,~~rules ~~including~~that ~~any~~govern ~~Dividend~~Disputed ~~Taxes~~Ownership ~~and~~Funds ~~Investment~~do ~~Income~~not ~~Taxes.~~address ~~This~~when ~~determination is made on~~ a ~~basis~~Disputed ~~different~~Ownership ~~than~~Fund ~~that~~is ~~used~~considered to ~~calculate~~terminate ~~reserves~~ for ~~financial statement~~ purposes. ~~Under~~of the ~~current~~Loss ~~methodology,~~Succession ~~the~~Rule. ~~amount~~One topossible beinterpretation ~~set~~of ~~aside is equal to~~ the ~~estimates~~Loss ofSuccession ~~unfunded~~Rule ~~projected~~is ~~liquidation~~that the ~~and~~GUC ~~administrative~~Trust ~~costs~~will ~~(including~~be ~~any~~considered ~~Dividend~~to ~~Taxes~~terminate ~~and~~when ~~Investment~~the ~~Income~~GUC ~~Taxes).~~Trust ~~Beginning~~distributes ~~in the~~all ~~quarter~~of ~~ended~~its ~~June 30,~~remaining ~~2019,~~assets ~~such~~to ~~estimates~~the holders of ~~unfunded~~GUC ~~projected~~Trust ~~liquidation~~Units ~~and~~(i.e., ~~administrative~~on ~~costs~~the ~~reflect~~final ~~projected~~distribution ~~costs~~date). ~~over~~Under athis ~~longer~~interpretation, ~~estimated~~all ~~remaining~~holders ~~life~~ of ~~the~~ GUC Trust ~~associated~~Units ~~with~~would ~~resolution of the GM product recall~~be ~~litigation~~considered ~~described~~to inreceive ~~Part~~a ~~II,~~distribution ~~Item~~of 1GUC ~~(“Legal~~Trust ~~Proceedings”)~~assets ~~than~~upon inthe ~~previous~~termination ~~quarters. Such longer estimated remaining life~~ of the GUC Trust. ~~for~~At ~~purposes~~this oftime, the ~~set~~GUC ~~aside~~Trust ~~calculations~~is ~~assumes~~not ~~that~~able ~~such~~to ~~litigation~~predict ~~will~~with ~~not~~any becertainty ~~resolved~~when ~~for an~~a ~~extended~~final ~~period~~distribution ofmay ~~time~~occur ~~through~~or ~~April~~when ~~2026~~the ~~(for~~GUC ~~set~~Trust ~~aside~~will ~~purposes)~~be terminated.

~~Prior~~21 to the liquidation of all of the GUC Trust’s holdings of New GM Securities, estimates of unfunded projected liquidation and administrative costs (including any Dividend Taxes and Investment Income Taxes) were converted into the number of New GM Securities to be set aside from distribution by dividing such estimates by the trailing twelve-month average closing prices for the New GM Securities. A corresponding amount of Dividend Cash associated with the set-aside New GM Securities was also set aside from distribution.

30Allocation of Loss Carryovers

~~Table~~The rules that govern Disputed Ownership Funds do not address how the Loss Succession Rule should apply when Claimants are permitted to transfer their interests in a Disputed Ownership Fund. Because the GUC Trust Units are transferrable, it is not possible for the GUC Trust to determine which holders of ~~Contents~~GUC Trust Units may constitute Claimants for purposes of the Loss Succession Rule at any given time. Accordingly, upon its termination, the GUC Trust will not be in a position to provide an allocation of the GUC Trust’s Loss Carryovers among GUC Trust Claimants and/or holders of GUC Trust Units. As of June 30, 2020, there were 32,086,501 GUC Trust Units outstanding and $32.1 billion of Allowed General Unsecured Claims.

~~Set~~In ~~Aside~~addition, ~~Calculations~~because the ~~Relating~~GUC Trust computes its taxable income in the same manner as a corporation, it is unclear whether, and if so, to ~~Potential~~what ~~Taxes~~extent, onthe ~~Distribution~~Five Year Rule might affect the amount of unused capital loss carryovers to which GUC Trust Claimants may succeed under the Loss Succession Rule.

InUse ~~addition to reevaluating the amount~~ of ~~Distributable~~Estimates Cash (including Dividend Cash) to be set aside from distribution to fund projected liquidation and administrative costs, including any Dividend Taxes and Investment Income Taxes, the GUC Trust Administrator also reevaluates, on a quarterly basis, the amount of Distributable Cash needed to be set aside from distribution to fund potential Taxes on Distribution. The current methodology for calculating such set aside estimates potential Taxes on Distribution by applying the applicable U.S. federal income tax rate to net realized capital gains that are still subject to examination by the IRS, less current period tax deductible expenses and future tax deductible expenses. Such realized capital gains are computed using a tax basis for the New GM Securities based on the date of transfer of record ownership of the New GM Securities to the GUC Trust from MLC on December 15, 2011, and the tax basis of the New GM Common Stock received for the exercise of the New GM Warrants pursuant to the Liquidation Order. However, as a result of the application of Section 505(b) of the Bankruptcy Code, the GUC Trust’s federal income tax returns for the year ended March 31, 2019 and all prior years are no longer subject to examination, and no income taxes may be assessed for the year ended March 31, 2019 or any prior year. In addition, while the GUC Trust’s remaining capital losses (based on the tax basis of previously held New GM Securities for financial reporting purposes) and net operating losses are still subject to examination by the IRS in subsequent years if those losses are utilized, such utilization (on a net basis) is not expected as a result of the sale of all New GM Securities in the year ended March 31, 2016. Accordingly, no income taxes are expected to be paid in the future. As a result, beginning with the quarter ended September 30, 2016 and as of December 31, 2019, the GUC Trust Administrator determined that no Distributable Cash should be set aside for potential Taxes on Distribution (or Dividend Taxes and Investment Income Taxes).

The ~~GUC~~preparation ~~Trust’s calculation~~ of ~~the~~financial ~~amount~~statements ofon ~~any~~a ~~Distributable~~liquidation ~~Cash needed~~basis toin beconformity ~~set~~with ~~aside~~U.S. ~~from~~GAAP ~~distribution~~requires tothe ~~fund~~use ~~such~~of ~~potential~~estimates ~~Taxes~~and onassumptions ~~Distribution was made using a different methodology than~~ that affect ~~used~~reported toamounts ~~calculate~~of ~~any~~assets ~~current~~ and ~~deferred taxes for financial statement purposes~~liabilities. AsThese ~~described~~estimates ~~above,~~are ~~in estimating~~subject ~~potential~~to ~~Taxes~~known onand ~~Distribution~~unknown risks, ~~the~~uncertainties ~~current~~and ~~set~~other ~~aside~~factors ~~methodology~~that ~~calculates~~could ~~realized~~materially ~~capital~~impact ~~gains~~the ~~using~~amounts ~~the~~reported ~~tax~~and ~~basis~~disclosed ofin the ~~New~~financial GMstatements ~~Securities~~and ~~on December 15, 2011 with respect to any tax return years that are still subject to~~related ~~examination~~footnotes. BySignificant ~~contrast,~~estimates ininclude ~~calculating~~the ~~any~~anticipated ~~current~~amounts and ~~deferred~~timing ~~taxes for purposes~~ of ~~financial~~future ~~reporting~~cash ~~under~~flows ~~applicable~~and ~~U.S.~~estimated ~~GAAP,~~yields ~~the~~on ~~GUC~~investments ~~Trust~~in ~~calculates~~marketable ~~realized~~securities ~~capital~~for ~~gains~~estimated ~~using~~investment ~~the~~income ~~tax~~expected ~~basis~~to ofbe ~~the~~received, ~~New~~expected GMliquidation ~~Securities for financial reporting purposes~~costs, ~~which is based on~~ the fair ~~date~~value of ~~transfer~~marketable ofsecurities ~~beneficial~~and ~~ownership of~~ the ~~New~~contingent GMsettlement ~~Securities~~obligation. toActual ~~the~~results ~~GUC~~could ~~Trust~~materially differ from ~~MLC~~those ~~(which occurred on March 31, 2011 for a substantial majority of the previously held New GM Securities)~~estimates.

~~It is the view of the GUC Trust Administrator, after consultation with the GUC Trust Monitor and other professionals retained by the GUC~~Statement ~~Trust, that the calculation methodologies described above, on the basis~~ of ~~which~~Changes Distributable Cash (including Dividend Cash) is set aside from distribution, generally estimate the projected liquidation and administrative costs and potential liabilities of the GUC Trust on a conservative basis. Accordingly, it is the view of the GUC Trust Administrator and the GUC Trust Monitor that the Distributable Cash currently set aside from distribution to fund such costs and liabilities would be sufficient to satisfy such obligations of the GUC Trust as of the date of this Quarterly Report on Form 10-Q. However, there can be no assurance that the amount of Distributable Cash set aside will be sufficient to fund such costs and liabilities as they are actually incurred. In addition, there can be no assurance that, as a result of future evaluations, additional Distributable Cash will not need to be set aside or appropriated to fund additional costs and liabilities, beyond those that are currently included in ~~the~~Net ~~GUC~~Assets ~~Trust’s estimates,~~ in ~~particular~~Liquidation ~~as a result of changes in the GUC Trust’s estimates of projected costs and potential liabilities. See “Liquidity and Capital Resources” below.~~

~~GUC~~During ~~Trust~~the ~~Units~~three months ended June 30, 2020, net assets in liquidation increased by approximately $0.7 million, from approximately $6.6 million to approximately $7.3 million, principally as a result of reductions of $2.6 million in the reserves for expected costs of liquidation, partly offset by liquidating distributions of $1.9 million. As described in “Liquidation and Administrative Costs” below, the decrease in the reserves for expected costs of liquidation of $2.6 million is primarily associated with a reduction in estimated legal fees over the remaining liquidation period.

~~The~~There ~~number~~was ofno ~~GUC~~income ~~Trust~~tax ~~Units~~provision ~~outstanding~~or asbenefit ofduring ~~December 31,~~the ~~2019~~three ~~was~~months 32ended June 30,~~086~~ 2020,~~501,~~ ~~which~~as ~~was~~a ~~unchanged~~result ~~from~~of ~~September 30,~~cumulative ~~2019.~~net ~~The number~~operating losses and the establishment of ~~GUC~~a ~~Trust~~full ~~Units~~valuation ~~outstanding~~allowance ~~does~~against ~~not~~net ~~equal~~deferred ~~the~~tax ~~amount~~assets as of ~~Allowed~~the ~~General~~beginning ~~Unsecured~~and ~~Claims~~end onof such period. As a 1result toof ~~1,000~~the ~~basis~~liquidation ~~because~~of all of ~~additional~~the GUC Trust’s holdings ~~Units~~of New GM Securities, it has been determined that ~~were~~the ~~issued~~deferred ~~due~~tax toassets ~~rounding~~are not realizable at this time. ~~The~~See “Functions and Responsibilities of the GUC Trust—Income ~~does~~Tax ~~not~~Liabilities ~~expect~~for toCertain ~~issue~~Capital ~~any~~Gains, ~~additional~~Investment Income ~~GUC~~and ~~Trust~~Dividends ~~Units~~on New GM Common Stock” above and Note 7 (“Income Taxes”) to the financial statements.

~~Liquidity~~Liquidation and ~~Capital~~Administrative Costs ~~Resources~~

~~The~~As ~~GUC~~described ~~Trust’s~~above ~~sources~~under of“Critical ~~liquidity~~Accounting ~~are~~Policies ~~principally~~and ~~the~~Estimates,” ~~funds~~under ~~it holds for~~ the ~~payment of~~ liquidation ~~and~~basis ~~administrative~~of ~~costs~~accounting, ~~and to a~~the ~~lesser~~GUC ~~degree,~~Trust ~~the~~was ~~earnings~~required onupon ~~such~~its ~~funds~~establishment ~~invested~~to byrecord ~~it.~~reserves Inin ~~addition,~~respect ~~as a result~~ of ~~the~~its ~~liquidation~~expected ofcosts ~~all~~associated ~~the~~with ~~GUC~~implementing ~~Trust’s holdings of New GM Securities during~~ the ~~quarter~~Plan ~~ended~~and ~~September 30,~~distributing ~~2015,~~ the GUC Trust’s ~~holds~~distributable ~~Distributable Cash for distribution to GUC Trust beneficiaries~~assets. ~~The~~These ~~GUC~~costs ~~Trust~~consist ~~holds~~principally ~~such~~of ~~funds~~professional ~~primarily in U.S. Treasury bills~~fees, governance ascosts ~~permitted~~and byother ~~the~~liquidation ~~Plan~~ and ~~the~~administrative ~~GUC Trust Agreement~~costs.

31Under U.S. GAAP, these reserves may be established only to the extent there is a reasonable basis for their estimation. From time to time, as additional costs are identified and for which there is reasonable basis for estimation, the GUC Trust records an increase to its reserves for expected costs of liquidation and charges such increase as an addition to reserves for expected costs of liquidation in the Statement of Changes in Net Assets in Liquidation. As costs are actually incurred by the GUC Trust, such costs reduce the previously recorded reserves for expected costs of liquidation by the amount of such incurred costs, with no further effect on the Statement of Changes in Net Assets in Liquidation.

~~Table~~The ofGUC ~~Contents~~Trust’s reserves for liquidation and administrative costs (recorded in conformity with U.S. GAAP) are allocable into the following categories:

~~During~~• ~~the~~reserve ~~nine~~for ~~months~~expected ~~ended~~Wind-Down ~~December 31~~Costs, ~~2019,~~corresponding ~~the~~to ~~GUC~~expenditures ~~Trust’s~~to ~~holdings~~be ofmade ~~cash and~~out ~~cash~~of ~~equivalents~~the ~~increased~~Administrative ~~approximately~~Fund ~~$1.2 million~~and, tofollowing ~~approximately~~the ~~$3.0 million.~~depletion ~~Cash received from maturities~~ of ~~marketable~~the ~~securities~~Administrative inFund, ~~excess~~Other ofAdministrative ~~reinvestments~~Cash in(see ~~marketable~~“Functions ~~securities of $70.9 million~~ and ~~interest~~Responsibilities ~~income received on marketable securities~~ of ~~$6.5 million~~the ~~was~~GUC ~~largely~~Trust—Funding ~~offset by cash paid~~ for ~~liquidating~~the ~~distributions~~GUC ofTrust’s ~~$67.8 million~~Liquidation and ~~for~~Administrative ~~liquidation and administrative costs of $8.5 million.~~ Costs”);

~~During~~• ~~the~~reserve ~~nine~~for ~~months~~expected ~~ended~~Reporting ~~December 31~~Costs, ~~2019,~~corresponding ~~the~~to ~~funds~~expenditures ~~invested~~to bybe ~~the~~made ~~GUC~~out ~~Trust~~of inOther ~~marketable~~Administrative ~~securities~~Cash ~~decreased~~(see ~~approximately $70.9 million,~~“Functions ~~from~~and ~~approximately~~Responsibilities ~~$503.2 million~~of tothe ~~approximately $432.3 million. The~~ GUC Trust—Funding ~~earned~~for on the ~~accrual~~GUC ~~basis~~Trust’s ~~approximately~~Liquidation ~~$7.4 million~~and inAdministrative ~~interest~~Costs”); ~~income on such investments during the period.~~ and

As• ofreserve ~~December 31,~~for ~~2019,~~Indenture ~~the~~Trustee ~~GUC~~/ ~~Trust~~Fiscal ~~held approximately $435.3 million in cash~~ and ~~cash~~Paying ~~equivalents~~Agent ~~and marketable securities. Of such amount~~Costs, ~~approximately~~corresponding ~~$404.3 million~~to ~~relates~~expenditures to ~~Distributable~~be ~~Cash~~made ~~(including~~out ~~Dividend~~of ~~Cash),~~the acash ~~portion~~received ofby ~~which~~ the GUC Trust ~~Administrator is permitted to set aside~~ from ~~distribution~~MLC ~~and~~on ~~to appropriate with~~ the ~~approval~~Dissolution ofDate ~~the~~(see ~~Bankruptcy Court~~“Functions or Trust Monitor, as applicable, in order to fund additional costs as they become due. Included in Distributable Cash as of December 31, 2019, is approximately $11.2 million of Dividend Cash. As described above, Dividend Cash will be distributed to holders of Resolved Allowed Claims and ~~GUC~~Responsibilities ~~Trust Units in respect~~ of ~~Distributable Cash that they receive, except to~~ the ~~extent such dividends are in respect of Distributable Cash that is appropriated by the~~ GUC Trust—Other inAssets ~~accordance with~~Received ~~the~~from ~~GUC~~MLC ~~Trust~~on ~~Agreement to fund~~ the ~~GUC~~Dissolution ~~Trust’s liquidation and administrative costs, any income tax liabilities or shortfalls in Residual Wind-Down Assets~~Date”).

AsIn ~~of December 31~~addition, ~~2019, Distributable Cash (including Dividend Cash) held by~~ the GUC Trust ~~was~~maintains ~~set~~reserves ~~aside~~for asResidual ~~follows:~~Wind-Down ~~(a) $2.4 million~~Claims ~~for~~and ~~liquidating~~Costs, ~~distributions~~corresponding ~~payable~~to asexpenditures ofto ~~that~~be ~~date~~made ~~(exclusive~~out of ~~distributions~~Residual Wind-Down ~~payable~~Assets toand, ~~holders~~following ofthe ~~GUC~~depletion ~~Trust~~of ~~Units~~such ofassets, ~~$321.1~~Other ~~million)~~Administrative ~~and~~Cash (b)see ~~$80.7 million~~“Functions toand ~~fund~~Responsibilities ~~projected~~of ~~liquidation~~the ~~and~~GUC ~~administrative~~Trust—Residual ~~costs.~~Wind-Down ~~See “Net~~Claims ~~Assets~~and ~~in Liquidation—Distributable Assets~~Costs” ~~above~~).

InAs ~~addition~~described ~~to Distributable Cash (including Dividend Cash), the GUC Trust held approximately $31.1 million~~ in ~~cash~~greater ~~and~~detail ~~cash~~under ~~equivalents~~“Functions and ~~marketable~~Responsibilities ~~securities as~~ of ~~December 31,~~the ~~2019,~~GUC ~~representing~~Trust” ~~funds~~above ~~held for payment of costs of liquidation~~ and ~~administration~~“Liquidity and ~~other liabilities. Of that~~Capital ~~amount~~Resources” below, ~~approximately~~unused ~~$1.5 million~~portions ~~(comprising approximately $0.2 million~~ of ~~the~~certain ~~remaining Residual Wind-Down Assets, approximately $1.2 million~~ of the ~~remaining~~assets ~~Administrative~~associated ~~Fund~~with ~~and approximately $0.1 million in remaining funds designated for~~ the ~~Indenture~~foregoing ~~Trustee~~reserves /are ~~Fiscal and Paying Agent Costs) is~~ required ~~by the GUC Trust Agreement~~ to be returned, ~~upon the winding-up of the GUC Trust,~~ to the DIP Lenders toupon the ~~extent~~winding ~~such funds~~up ~~are not utilized to satisfy designated Wind-Down Costs, Residual Wind-Down Claims~~ and ~~Costs~~dissolution ~~and~~of ~~Indenture~~the ~~Trustee~~GUC ~~/ Fiscal Paying Agent Costs~~Trust. ~~Cash~~Therefore, ~~and~~such ~~cash~~assets ~~equivalents~~are ~~and~~not ~~marketable~~available ~~securities remaining in the Administrative Fund have been~~to ~~designated~~fund ~~for~~costs ~~the~~of ~~satisfaction~~liquidation ofand ~~certain~~administration ~~specifically~~or ~~identified~~any ~~costs~~income ~~and~~tax liabilities of the GUC Trust, and ~~such~~are ~~amounts~~also ~~may~~ not ~~be used for the payment of GUC Trust professionals’ fees and expenses or other Wind-Down Costs. Such amounts will not at any time be~~ available for distribution to the holders of ~~the~~Allowed General Unsecured Claims or GUC Trust Units. ~~The~~See ~~balance~~“Functions ~~of cash~~ and ~~cash equivalents and marketable securities~~ Responsibilities of ~~approximately~~the ~~$29.6 million~~GUC isTrust—Funding ~~available~~ for the ~~payment~~GUC ofTrust’s ~~certain~~Liquidation ~~reporting~~and Administrative Costs,” “Functions and ~~administrative~~ ~~costs~~Responsibilities of the GUC Trust,—Residual ~~and~~Wind-Down ~~would~~Claims” beand ~~available~~“Functions inand ~~the~~Responsibilities ~~future~~of ~~for distribution to~~ the ~~holders of~~ GUC Trust—Other ~~Units,~~Assets ifReceived ~~not~~from ~~otherwise~~MLC ~~used~~on tothe ~~satisfy~~Dissolution ~~those expected costs~~Date. ~~See “Liquidation and Administrative Costs~~” ~~above.~~

~~There~~22 is no assurance that additional amounts of Distributable Cash will not be required to be set aside from distribution and appropriated to fund additional costs and income tax liabilities, beyond what the GUC Trust Administrator has already set aside. Any appropriation of Distributable Cash that occurs to fund such obligations will result in a lesser amount of Distributable Cash available for distribution to holders of GUC Trust Units. In addition, as described above under the headings “Functions and Responsibilities of the GUC Trust—Residual Wind-Down Claims and Costs” and “Functions and Responsibilities of the GUC Trust—Other Assets Received from MLC on the Dissolution Date,” a portion of the GUC Trust’s assets are currently segregated pursuant to the GUC Trust Agreement for the satisfaction of Residual Wind-Down Claims and certain other specified costs. If such assets are insufficient to satisfy the Residual Wind-Down Claims or fund such other specified costs for any reason, the GUC Trust Administrator will similarly be required to set aside from distribution and appropriate additional amounts of Distributable Cash in order to fund such shortfall.

~~This~~As ~~Quarterly Report on Form 10-Q contains forward-looking statements about the assets, financial condition and prospects~~ of ~~the GUC Trust. Actual results could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties~~June 30, ~~including~~2020, ~~without limitation,~~ the ~~ultimate outcome of the Late Claims Motions (as defined below), the~~ GUC Trust’s ~~incurrence~~had ofapproximately ~~professional~~$21.3 million ~~fees and other expenses~~ in ~~connection~~reserves ~~with~~for liquidation ~~administration of the GUC Trust, changes in tax~~ and ~~other~~administrative ~~governmental~~costs ~~rules~~that ~~and~~are ~~regulations~~estimated ~~applicable~~ to ~~the~~be ~~GUC Trust,~~incurred ~~and~~through ~~other~~the ~~risks.~~winding ~~Some~~up ~~of these risks~~ and ~~uncertainties~~conclusion ~~are beyond the ability~~ of the GUC Trust ~~to control~~, ~~and~~compared ~~in many cases, risks and uncertainties that could cause actual results~~ to ~~differ~~approximately ~~materially from those indicated by the forward-looking statements cannot be predicted~~$28.7 million ~~These forward-looking statements should therefore be considered~~ in ~~light~~reserves as of ~~various important factors, including those set forth in the GUC Trust’s Annual Report on Form 10-K for the year ended~~ March 31, ~~2019~~2020. ~~and~~The ~~those~~following ~~set~~table ~~forth~~summarizes in greater ~~this~~detail ~~Quarterly~~the ~~Report~~changes ~~on Form 10-Q. When used~~ in ~~this~~such ~~Quarterly~~reserves ~~Report~~during ~~on Form 10-Q,~~ the ~~words~~three ~~“believes,”~~months ~~“estimates,”~~ended ~~“plans~~June 30,” ~~“expects,”~~2020: ~~“intends,” and “anticipates” and similar expressions are intended to identify forward-looking statements.~~


	Three months ended June 30, 2020
(in thousands)	Reserve for Expected Wind-Down Costs			Reserve for Expected Reporting Costs			Reserve for Indenture Trustee/Fiscal and Paying Agent Costs		Total Reserves for Expected Costs of Liquidation
Balance, March 31, 2020	$	22,530		$	6,100		$	82	$	28,712
Less reductions in reserves		(2,612	)		(7	)		—		(2,619	)
Less liquidation costs incurred (net of reversals):
Trust professionals		(1,044	)		(645	)		—		(1,689	)
Trust governance		(603	)		(450	)		1		(1,052	)
Other administrative expenses		(2,027	)		(64	)		—		(2,091	)

Balance, June 30, 2020	$	16,244		$	4,934		$	83	$	21,261

~~Table~~Reserves for expected costs of ~~Contents~~liquidation were reduced by approximately $2.6 million during the three months ended June 30, 2020, in order to reflect decreases in expected Wind-Down Costs of $2.6 million and expected Reporting Costs of $7,000. The decrease in expected Wind-Down Costs during the three months ended June 30, 2020 is primarily associated with a reduction in estimated legal fees over the remaining liquidation period. In comparison, reserves were reduced by approximately $4.0 million during the three months ended June 30, 2019, in order to reflect decreases in expected Wind-Down Costs of $2.8 million and expected Reporting Costs of $1.2 million. Such decreases in expected Wind- Down Costs and expected Reporting Costs were primarily associated with a reduction in the estimated length of the remaining liquidation period.

~~Glossary~~Reserves for expected costs of liquidation were reduced by the amount of liquidation and administrative costs incurred during the three months ended June 30, 2020. Trust professional costs incurred during the three months ended June 30, 2020 were approximately $1.7 million, as compared to approximately $1.3 million for the three months ended June 30, 2019. The increase of $0.4 million from three-month period to period is due to increases in Wind-Down Costs charged to the reserve. Trust Governance Costs incurred were approximately $1.1 million during each of the three months ended June 30, 2020 and 2019. Other administrative costs during the three months ended June 30, 2020 were approximately $2.1 million, as compared to approximately $94,000 for the three months ended June 30, 2019. The increase of $2.0 million during the three-month period to period is due an increase in Wind-Down Costs charged to the reserve. Such increase in Wind-Down Costs resulted from payment of noticing costs under the Amended Settlement Agreement. For additional information regarding the components of each category of costs, see “Functions and Responsibilities of the GUC Trust—Funding for the GUC Trust’s Liquidation and Administrative Costs” and “Functions and Responsibilities of the GUC Trust—Other Assets Received from MLC Trust on the Dissolution Date.”

The foregoing ~~capitalized~~reserves ~~terms~~represent ~~used~~future incosts ~~this~~of ~~Quarterly~~the ~~Report~~GUC onTrust ~~Form~~for ~~10-Q~~which ~~shall~~there ~~have~~is a reasonable basis for estimation as of June 30, 2020, and, therefore, are recorded under the ~~respective~~liquidation ~~meanings~~basis ~~set forth~~of ~~below~~accounting in accordance with U.S. ~~For~~GAAP. ~~additional~~Additional costs ~~information~~may onbe ~~any~~incurred for which there was not a reasonable basis for estimation as of June 30, 2020. In particular, as of June 30, 2020, the ~~matters~~recorded ~~relating~~reserves for expected costs of liquidation reflect estimated costs for a remaining liquidation period estimated to ~~such~~extend ~~terms~~through July 2021, ~~see~~which date is dependent predominantly on the ~~disclosure~~estimate inof the ~~notes~~remaining period of time for resolution of litigation involving certain General Motors vehicle recalls described in Part II, Item 1 (“Legal Proceedings”). In addition, certain additional estimated time to wind down the ~~financial~~GUC ~~statements~~Trust ~~filed~~following ~~with~~resolution ~~this~~of ~~Quarterly~~the ~~Report~~litigation is included in the estimated liquidation period. This end date of the remaining liquidation period has been estimated predominantly on ~~Form~~a 10modified probability-Qweighted basis as permitted under U.S. GAAP and inwhich the GUC Trust believes is the most appropriate measurement basis under the circumstances. Where an outcome is estimated to be likely, ~~Current~~the ~~Report~~likely onoutcome ~~Form~~has ~~8-K~~been ~~filed~~used as the best estimate and no weight has been given to the unlikely outcome. In addition, consistent with the liquidation basis of accounting, no consideration has been given to potential outcomes to the extent there does not exist a reasonable basis for estimation. Additionally, certain liquidation costs that are expected to be prepaid by the GUC Trust ~~with~~upon its dissolution have also been estimated and accrued. Future developments in the ~~SEC~~General onMotors ~~June 12~~vehicle recall litigation could extend the current estimate of the remaining period of time for resolution and, ~~2012~~therefore, extend the estimated remaining liquidation period of the GUC Trust beyond July 2021.

~~“2016 Threshold~~If ~~Issues”~~the ~~means~~funds available for each of the ~~five~~foregoing ~~issues~~categories ~~that~~of costs are not sufficient to satisfy any of the ~~Bankruptcy~~costs ~~Court~~in ~~identified~~that category, bythe ~~Order~~GUC Trust will be required to ~~Show~~appropriate ~~Cause~~a ~~dated~~portion ~~December 13,~~of ~~2016,~~Distributable ~~and~~Cash ~~directed~~in ~~the~~order ~~parties~~to meet its additional obligations for those costs. Any such appropriation will result in a lesser amount of Distributable Cash available for distribution to ~~address~~holders of GUC Trust Units.

~~“363~~The ~~Transaction”~~process ~~means~~of recognizing reserves for expected costs of liquidation as a matter of financial reporting is separate and distinct from the ~~transaction~~process inby which ~~NGMCO,~~Distributable ~~Inc.~~Cash ~~(now~~is ~~General~~set ~~Motors~~aside ~~Company)~~from ~~acquired~~distribution ~~substantially~~for ~~all~~the purposes of ~~the~~funding ~~assets and~~projected ~~assumed~~costs ~~certain~~of ~~liabilities~~liquidation, ofwhich ~~the~~are ~~Debtors~~generally ~~pursuant~~estimated toon a more conservative (i.e., more inclusive) basis and ~~subject~~include contingencies that are not permitted to ~~the~~be ~~terms~~recognized under applicable accounting standards. As described in further detail below, certain amounts of Distributable Cash have already been set aside from distribution for the ~~MSPA.~~purposes of meeting

~~“Additional~~23 ~~Pre-Closing Accident Plaintiffs” means the 171 plaintiffs for which a motion was filed with the Bankruptcy Court on July 28, 2017 for authority to file late claims against the GUC Trust.~~

~~“Administrative~~ such ~~Agent”~~potential ~~means~~additional ~~JPMorgan~~obligations. ~~Chase Bank~~However, ~~N.A.~~the amounts set aside from distribution are neither reflected in ~~its~~nor ~~capacity~~a aspart ~~administrative~~of ~~agent~~the ~~for~~financial ~~various~~statements ~~lenders~~included ~~party~~elsewhere in this Quarterly Report on Form 10-Q because the process of setting aside such assets is not related to the ~~Term~~process of recording, as a matter of financial reporting in the Statement of Net Assets in Liquidation, reserves for expected ~~Loan~~costs of liquidation or any current and deferred income tax liabilities. See “Critical Accounting Policies and Estimates—Income Taxes” and “Critical Accounting Policies and Estimates—Reserves for Expected Costs of Liquidation” above and “Net Assets in Liquidation—Distributable Cash Set Aside from Distribution” below.

~~“Administrative~~For additional ~~Fund”~~information ~~means~~regarding the ~~cash~~reserves ~~contributed~~described toabove, ~~the~~see ~~GUC~~Note ~~Trust~~2 to(“Plan beof ~~held~~Liquidation”) and ~~maintained~~Note by6 ~~the~~(“Reserves ~~GUC Trust Administrator~~ for ~~the~~Expected ~~purpose~~Costs of ~~paying~~Liquidation ~~the~~and Residual Wind-Down Claims and Costs”) to the financial statements.

~~“Allowed~~Net ~~General~~Assets ~~Unsecured~~in ~~Claims”~~Liquidation ~~means the general unsecured claims against the Debtors that are allowed at any given time.~~

~~“Avoidance~~Allowed ~~Action Defense Costs” means certain reasonable costs,~~and ~~fees~~Disputed ~~and~~Claims expenses which the GUC Trust is obligated to satisfy relating to defending the Term Loan Avoidance Action, subject to the right of the GUC Trust to seek disgorgement in accordance with the terms of the Plan.

~~“Avoidance~~As ~~Action~~of ~~Trust”~~June 30, ~~means~~2020 ~~the~~and ~~trust~~March 31, ~~established~~2020, ~~under~~there ~~the~~were ~~Plan~~no ~~for~~remaining ~~the~~Disputed ~~purpose~~General ofUnsecured ~~holding~~Claims ~~and~~or ~~prosecuting the~~ Term ~~Loan~~ Loan Avoidance Action Claims. Allowed General Unsecured Claims as of such dates aggregated approximately $32,086 million.

~~“Avoidance~~Distributable ~~Action~~Assets ~~Trust Administrator” means Wilmington Trust Company, not in its individual capacity but solely in its capacity as the trustee and trust administrator of the Avoidance Action Trust.~~

~~“Bankruptcy~~The table ~~Code”~~below ~~means~~summarizes ~~title~~the 11 activity in New GM Securities prior to their liquidation and Distributable Cash that comprises the GUC Trust’s distributable assets, including the numbers of New GM Securities and amount of Distributable Cash previously distributed, as well as the ~~United~~amount ~~States~~of ~~Code.~~Distributable Cash available for distribution to holders of GUC Trust Units as of June 30, 2020 (in thousands):

“Bankruptcy Court” means the United States Bankruptcy Court for the Southern District of New York.


	New GM Common Stock			New GM Series A Warrants			New GM Series B Warrants			Distributable Cash (including Dividend Cash)
Distributable Assets as of Effective Date (March 31, 2011)		150,000			136,364			136,364		$	—
Dividends received on New GM Common Stock		—			—			—			24,746
Prior distributions (1)		(137,299	)		(124,817	)		(124,817	)		(613,549	)
Prior sales to fund GUC Trust costs and Avoidance Action Trust funding obligation		(1,313	)		(1,194	)		(1,194	)		(170	)
Prior liquidation of New GM Securities		(11,388	)		(10,353	)		(10,353	)		741,701
Prior appropriation of Distributable Cash to fund GUC Trust liquidation and administrative costs		—			—			—			(60,803	)
Investment income earned on Distributable Cash											467

Holdings as of June 30, 2020		—			—			—			92,392
Less: Distributions payable as of June 30, 2020 (2)											(54,314	)
Add: Distributions payable to holders of GUC Trust Units as of June 30, 2020											51,382
Less: Amounts set aside from distribution to fund projected GUC Trust costs											(37,604	)
Less: Investment income to be transferred to Other Administrative Cash											(467	)

Distributable Assets as of June 30, 2020 (3)										$	51,389

~~“Claimant”~~(1) ~~means,~~The numbers of New GM Securities and the amount of Distributable Cash shown as distributed include sales for ~~purposes~~(a) cash distributions to governmental entities to the extent such governmental entities requested such sales and demonstrated to the satisfaction of the ~~rules~~GUC Trust Administrator that ~~govern~~such ~~Disputed~~governmental ~~Ownership~~entities ~~Funds,~~were aprecluded ~~person~~by ~~who~~applicable ~~claims~~law ~~ownership~~from receiving distributions of New GM Securities and (b) fractional amounts of New GM Securities, in ~~whole~~lieu ~~or in~~of ~~part,~~which ~~property~~the ~~immediately~~GUC ~~before~~Trust ~~and~~was ~~immediately~~required ~~after~~pursuant ~~such~~to ~~property~~the isGUC ~~transferred~~Trust Agreement to adistribute ~~Disputed~~cash, ~~Ownership~~subject ~~Fund.~~to certain minimum thresholds.

~~“Closing Date”~~(2) ~~means~~Distributions ~~July 10,~~Payable ~~2009~~includes distributions payable to (a) holders of GUC Trust Units, ~~the~~(b) ~~date~~holders onof Allowed General Unsecured Claims that were allowed in prior fiscal periods, but for which the ~~sale~~holders of ~~substantially~~such ~~all~~claims ofhad not yet supplied information required by the ~~assets~~GUC ofTrust ~~Old~~in GMorder ~~pursuant~~to effect the distribution to which they are entitled and (c) GUC Trust beneficiaries with respect to distributions returned to the ~~MSPA~~GUC ~~was~~Trust ~~completed.~~described in Note 4 (“Liquidating Distributions”) to the financial statements.

(3) Distributable Assets reflects the amounts of Distributable Cash and Dividend Cash shown as “~~Committee~~GUC Trust Distributable Assets” ~~means~~on the ~~Official~~report ~~Committee~~included ofas ~~Unsecured~~Exhibit ~~Creditors~~99.1 ofto the ~~Debtors~~Current ~~appointed~~Report on Form 8-K filed by the ~~Office~~GUC ofTrust with the ~~United~~SEC ~~States~~on ~~Trustee in~~July ~~the~~31, ~~chapter~~2020. 11The ~~cases~~amount of Distributable Cash and associated Dividend Cash set out above as “Distributable Assets” does not directly relate to Net Assets in Liquidation or any other number appearing in the ~~Debtors~~GUC Trust’s financial statements prepared in accordance with U.S. GAAP.

As described above under the heading “~~Debtors~~Allowed and Disputed Claims,” ~~means~~as ~~MLC~~of June 30, 2020, there were approximately $32,086 million in Allowed General Unsecured Claims. In respect of such claims, the GUC Trust had previously distributed in the aggregate 137,298,736 shares of New GM Common Stock, 124,817,263 New GM Series A Warrants and 124,817,263 ~~its~~New ~~affiliated~~GM ~~debtors~~Series B Warrants and ~~debtors-~~$613.5 million of Distributable Cash. In addition, the GUC Trust was obligated to distribute as of June 30, 2020, $2.9 million of Distributable Cash to (a) holders of Allowed General Unsecured Claims that were allowed in~~-possession~~ prior fiscal periods, but for which the holders of such claims had not yet supplied information required by the GUC Trust in order to effect the distribution to which they are entitled and (b) GUC Trust beneficiaries with respect to distributions returned to the GUC Trust described in Note 4 (“Liquidating Distributions”) to the financial statements. Also, as of June 30, 2020, the GUC Trust has recorded liquidating distributions payable to holders of GUC Trust Units of $51.4 million.

~~“DIP~~24 Credit Agreement” means the Debtor-In-Possession Credit Agreement, dated as of July 10, 2009, by and among MLC, as borrower, the guarantors named therein, the U.S. Treasury, as lender, and the Governments of Canada and Ontario, through Export Development Canada, as lenders.

~~Table~~As described in Note 2 (“Plan of ~~Contents~~Liquidation”) to the financial statements, in April 2020, the Bankruptcy Court approved the appropriation of Distributable Cash of $50.0 million for the purpose of satisfying settlement consideration pursuant to the Amended Settlement Agreement described in Part II, Item 1 (“Legal Proceedings”). As of June 30, 2020, $48.0 million was not yet appropriated. Upon such appropriation, Distributable Cash will be reduced and Other Administrative Cash will be increased by $48.0 million.

~~“DIP~~Distributable ~~Lenders”~~Cash ~~means~~Set ~~the~~Aside ~~United~~from ~~States~~Distribution ~~Department of Treasury and the Governments of Canada and Ontario, through Export Development Canada.~~

~~“Disputed~~Overview ~~General Unsecured Claims” means the general unsecured claims against the Debtors that are disputed as~~ of ~~the~~Distributable ~~Effective~~Cash ~~Date~~Set ~~and~~Aside ~~does~~from ~~not~~Distribution ~~include any Term Loan Avoidance Action Claims.~~

~~“Dissolution~~In ~~Date”~~addition ~~means~~to ~~December 15,~~distributions ~~2011~~of Distributable Cash, which are reflected as reductions to the ~~date~~GUC Trust net assets in its financial statements, the GUC Trust also, from time to time, sets aside Distributable Cash for potential future appropriation to fund projected liquidation and administrative costs, as well as any potential income tax liabilities, including Dividend Taxes, Investment Income Taxes and Taxes on Distribution. Distributable Cash that ~~MLC~~is ~~filed~~set aaside ~~Certificate~~from ofdistribution ~~Dissolution~~by ~~with~~the GUC Trust is not deducted from the ~~Secretary~~net ofassets ~~State~~in liquidation of the GUC Trust in its financial statements unless and until such set aside ~~Delaware~~Distributable Cash is appropriated and ~~was~~expended. ~~dissolved~~Distributable Cash set aside from distribution is segregated by the GUC Trust for such specific purposes and is not available for distribution to holders of GUC Trust Units or other claimants unless and to the extent that the GUC Trust later determines that the set aside Distributable Cash is no longer needed to fund those specific purposes.

~~“Distributable~~This ~~Cash”~~process ~~means~~is not related to, and is separate from, the ~~amount~~process of ~~cash~~recording any current and ~~cash~~deferred ~~equivalents~~income ~~and~~tax ~~marketable~~liabilities ~~securities~~and ~~held~~reserves for ~~distribution~~expected costs of liquidation in the Statement of Net Assets in Liquidation, as a matter of financial reporting. As a matter of financial reporting, income tax liabilities and reserves for expected costs of liquidation must be determined in accordance with generally accepted accounting principles applicable to the GUC Trust. ~~beneficiaries~~By contrast, the estimates of projected costs and ~~includes~~potential ~~Dividend~~liabilities for which the GUC Trust may set aside Distributable Cash are generally made on a more conservative (i.e., more inclusive) basis and include contingencies that are not permitted to be recognized under applicable accounting standards. See “Critical Accounting Policies and Estimates—Reserves for Expected Costs of Liquidation” above.

“As of June 30, 2020, the distributable assets of the GUC Trust available for distribution to holders of GUC Trust Units consisted of Distributable Cash of approximately $51.4 million (including Dividend Cash”), ~~means~~after deducting the ~~amount~~amounts of ~~cash~~Distributable ~~and~~Cash ~~cash~~(including Dividend Cash) (i) set aside from distribution to fund additional projected ~~equivalents~~liquidation and ~~marketable~~administrative ~~securities~~costs ~~held~~of the GUC Trust (as described below under the heading “Set Aside Calculations Relating to Projected Liquidation and Administrative Costs, Including Dividend Taxes and Investment Income Taxes”) and (ii) set aside for distributions payable in respect of (a) Allowed General Unsecured Claims that were allowed in prior fiscal periods, but for which the holders of such claims had not yet supplied information required by the GUC Trust ~~that~~in order ~~relates~~to effect the distributions to ~~dividends~~which ~~received~~they byare entitled, and (b) distributions returned to the GUC Trust ondescribed ~~New~~in GMNote ~~Common~~4 ~~Stock~~(“Liquidating ~~previously~~Distributions”) ~~held~~to the financial statements. As described above, such Distributable Cash will be reduced by $48.0 million upon appropriation by the GUC Trust to satisfy remaining settlement consideration under the Amended Settlement Agreement.

~~“Dividend~~Prior ~~Taxes”~~to ~~means~~the ~~federal~~liquidation ~~income~~of ~~taxes~~all ~~incurred~~the inGUC ~~respect~~Trust’s holdings of ~~dividends~~New ~~received~~GM bySecurities ~~the~~in ~~GUC~~July ~~Trust~~and onAugust 2015, New GM ~~Common~~Securities ~~Stock~~were ~~then~~set aside ~~previously~~to ~~held~~fund byprojected ~~the~~liquidation ~~GUC~~and ~~Trust~~administrative costs and potential income tax liabilities as described below.

~~“Economic~~Set ~~Loss~~Aside ~~Plaintiffs”~~Calculations Relating ~~means plaintiffs asserting economic loss claims who, prior~~ to ~~the Closing~~Projected ~~Date,~~Liquidation ~~owned or leased a vehicle with an ignition switch defect included in NHTSA Recall No. 14V-047~~ and ~~plaintiffs~~Administrative ~~asserting economic loss claims who~~Costs, ~~prior~~Including toDividend ~~the~~Taxes ~~Closing~~and ~~Date,~~Investment ~~owned~~Income orTaxes ~~leased vehicles with defects in ignition switches, side airbags, or power steering included in NHTSA Recall Nos. 14V-355, 14V-394, 14V-400, 14V-118 and 14V-153.~~

~~“Effective~~The ~~Date”~~GUC ~~means~~Trust Administrator ~~March 31~~reevaluates, ~~2011~~on a quarterly basis, the ~~date~~amount of Distributable Cash (including Dividend Cash) needed to be set aside from distribution for purposes of funding projected liquidation and administrative costs, including any Dividend Taxes and Investment Income Taxes. This determination is made on a basis different than that used to calculate reserves for financial statement purposes. Under the ~~Plan~~current ~~became~~methodology, ~~effective~~the amount to be set aside is equal to the estimates of unfunded projected liquidation and administrative costs (including any Dividend Taxes and Investment Income Taxes). Such estimates of unfunded projected liquidation and administrative costs include contingencies as described above and reflect projected costs over a longer estimated remaining life of the GUC Trust associated with resolution of the GM product recall litigation described in Part II, Item 1 (“Legal Proceedings”) than that used in estimating the remaining life of the GUC Trust for financial reporting purposes.

~~“Enforcement~~Prior ~~Decision”~~to ~~means~~the liquidation of all of the ~~Bankruptcy~~GUC ~~Court~~Trust’s ~~Memorandum~~holdings ~~Opinion~~of New GM Securities, estimates of unfunded projected liquidation and ~~Order~~administrative ~~Regarding~~costs ~~Motion~~(including any Dividend Taxes and Investment Income Taxes) were converted into the number of New GM Securities to ~~Enforce~~be set aside from distribution by dividing such estimates by the ~~Settlement~~trailing ~~Agreement~~twelve-month byaverage ~~and~~closing ~~among~~prices for the ~~Signatory~~New ~~Plaintiffs~~GM ~~and~~Securities. A corresponding amount of Dividend Cash associated with the ~~GUC~~set-aside ~~Trust~~New ~~(Docket~~GM ~~No. 14212)~~Securities ~~dated~~was ~~January 18,~~also ~~2018~~set aside from distribution.

~~“Equitable~~For ~~Mootness Finding” means~~ the ~~holding~~quarter ofended ~~the~~June 30, ~~Bankruptcy~~2020, ~~Court~~as ina ~~the~~result ~~Threshold~~of ~~Issues Decision and~~ the ~~Threshold~~standard ~~Issues Judgment~~quarterly ~~that~~reevaluations ~~the~~described ~~plaintiffs~~above, in the ~~Ignition~~estimates ~~Switch~~of ~~Economic~~unfunded projected ~~Loss~~liquidation ~~Actions~~ and ~~the~~administrative ~~Ignition~~costs ~~Switch~~(including ~~Personal~~any ~~Injury~~Dividend ~~Actions~~Taxes ~~may~~and ~~seek~~Investment ~~authorization~~Income toTaxes) ~~file~~was ~~late~~decreased ~~claims~~by in$3.9 million ~~the~~to ~~bankruptcy~~$37.6 million. ~~cases~~Such ofdecrease ~~Old~~was ~~GM,~~primarily ~~but~~related ~~that~~to ~~any~~an ~~such~~appropriation ~~claims~~of asDistributable ~~against~~Cash ~~the GUC Trust~~of ~~are~~$2.0 million ~~“equitably~~to ~~moot”~~satisfy ~~(that~~a ~~is,~~portion ~~fashioning~~of ~~relief~~settlement ~~for~~consideration ~~the~~under ~~plaintiffs against~~ the ~~GUC~~Amended ~~Trust~~Settlement ~~would be “impractical~~Agreement, ~~imprudent~~along ~~and~~with ~~therefore~~a ~~inequitable”),~~reduction ~~and~~in ~~thus~~projected ~~the~~costs ~~assets~~over of the ~~GUC~~remaining ~~Trust~~liquidation ~~cannot be used to satisfy such claims~~period.

~~“Excess~~25 Distribution Motion” means the pending Motion of Wilmington Trust Company, as GUC Trust Administrator, For An Order (A) Authorizing the Expedited Payment of Excess GUC Distributable Assets Pursuant to Section 5.4 of the GUC Trust Agreement, and (B) Approving Such Distribution as an Appropriate Exercise of the GUC Trust Administrator’s Rights, Powers, and/or Privileges Pursuant to Section 8.1(e) of the GUC Trust Agreement.

~~“Five~~Set ~~Year~~Aside ~~Rule”~~Calculations ~~means~~Relating ~~the~~to ~~five~~Potential ~~year~~Taxes ~~period~~on ~~after~~Distribution ~~capital losses are incurred for which such losses may be carried forward by corporations under U.S. tax rules.~~

~~“Forbearance~~In ~~Agreement”~~addition ~~means~~to reevaluating the ~~agreement~~amount ~~between~~of ~~New~~Distributable GMCash (including Dividend Cash) to be set aside from distribution to fund projected liquidation and administrative costs, including any Dividend Taxes and Investment Income Taxes, the GUC Trust, ~~since~~Administrator ~~terminated~~also inreevaluates, ~~accordance~~on ~~with~~a ~~its~~quarterly ~~terms~~basis, the amount of Distributable Cash needed to be set aside from distribution to fund potential Taxes on Distribution. The current methodology for calculating such set aside estimates potential Taxes on Distribution by ~~which~~applying ~~(i)~~ the ~~GUC~~applicable ~~Trust~~U.S. ~~agreed~~federal ~~not~~income tax rate to ~~seek~~any annet ~~order~~realized ~~estimating~~capital ~~the~~gains ~~claims~~that ofare ~~the~~still ~~plaintiffs~~subject into examination by the ~~Ignition~~IRS, ~~Switch~~less ~~Economic~~current ~~Loss~~period ~~Actions~~tax deductible expenses and ~~the~~future ~~Ignition~~tax ~~Switch~~deductible ~~Personal~~expenses. ~~Injury Actions~~Such orrealized ~~seek~~capital ~~the~~gains ~~issuance~~are ofcomputed ~~Additional~~using ~~Shares~~a ~~from~~tax basis for the New GM ~~until~~Securities based on the ~~final~~date ~~resolution~~of transfer of ~~certain~~record ~~litigation,~~ownership ~~(ii)~~of the New GM Securities to the GUC Trust from MLC on December 15, 2011, and the tax basis of the New GM ~~agreed~~Common Stock received for the exercise of the New GM Warrants pursuant to ~~pay~~the Liquidation Order. However, as a result of the ~~costs~~application of Section 505(b) of the Bankruptcy Code, the GUC Trust’s ~~litigation~~federal inincome ~~connection~~tax ~~with~~returns for the ~~Late~~year ~~Claims~~ended ~~Motions~~March 31, 2019 and ~~related litigation~~all prior years are no longer subject to examination, and ~~(iii)~~no income taxes may be assessed for the year ended March 31, 2019 or any prior year. The GUC Trust’s remaining capital losses (based on the tax basis of previously held New GM Securities for financial reporting purposes) have expired and can no longer be utilized by the GUC Trust. ~~agreed~~While the GUC Trust’s remaining net operating losses are still subject to ~~negotiate~~examination anby ~~appropriate~~the ~~rate~~IRS in subsequent years if those losses are utilized, such utilization (on a net basis) is not expected as a result of ~~return~~the ~~from~~sale of all New GM ~~should~~Securities ~~any~~in the year ended March 31, 2016. Accordingly, no income taxes are expected to be paid in the future. As a result, beginning with the quarter ended September 30, 2016 and as of June 30, 2020, the GUC Trust ~~distributions~~Administrator determined that no Distributable Cash should be ~~held~~set upaside ~~solely~~for ~~due~~potential toTaxes ~~the~~on ~~Late~~Distribution ~~Claims~~(or ~~Motions~~Dividend ~~litigation~~Taxes and Investment Income Taxes) at this time.

“The GUC Trust”’s ~~means~~calculation of the ~~Motors~~amount ~~Liquidation~~of ~~Company~~any Distributable Cash needed to be set aside from distribution to fund such potential Taxes on Distribution was made using a different methodology than that used to calculate any current and deferred taxes for financial statement purposes. As described above, in estimating potential Taxes on Distribution, the current set aside methodology calculates any realized capital gains using the tax basis of the New GM Securities on December 15, 2011 with respect to any tax return years that are still subject to examination. By contrast, in calculating any current and deferred taxes for purposes of financial reporting under applicable U.S. GAAP, the GUC Trust calculates realized capital gains using the tax basis of the New GM Securities for financial reporting purposes, which is based on the date of transfer of beneficial ownership of the New GM Securities to the GUC Trust from MLC (which occurred on March 31, 2011 for a substantial majority of the previously held New GM Securities).

“It is the view of the GUC Trust Administrator”, ~~means~~after ~~Wilmington~~consultation with the GUC Trust ~~Company~~Monitor and other professionals retained by the GUC Trust, ~~not~~that inthe ~~its~~calculation ~~individual~~methodologies ~~capacity~~described ~~but~~above, ~~solely~~on inthe ~~its~~basis ~~capacity~~of which Distributable Cash (including Dividend Cash) is set aside from distribution, generally estimate the projected liquidation and administrative costs and potential liabilities of the GUC Trust on a conservative basis. Accordingly, it is the view of the GUC Trust Administrator and the GUC Trust Monitor that the Distributable Cash currently set aside from distribution to fund such costs and liabilities would be sufficient to satisfy such obligations of the GUC Trust as ~~trust~~of the date of this Quarterly Report on Form 10-Q. However, there can be no assurance that the amount of Distributable Cash set aside will be ~~administrator~~sufficient to fund such costs and ~~trustee~~liabilities as they are actually incurred. In addition, there can be no assurance that, as a result of future evaluations, additional Distributable Cash will not need to be set aside or appropriated to fund additional costs and liabilities, beyond those that are currently included in the GUC Trust’s estimates, in particular as a result of changes in the GUC Trust’s estimates of projected costs and potential liabilities. See “Liquidity and Capital Resources” below.

34GUC Trust Units

~~Table~~As of ~~Contents~~June 30 and March 31, 2020, there were 32,086,501 of outstanding GUC Trust Units. As described above, there were no remaining Disputed General Unsecured Claims or Term Loan Avoidance Action Claims as of June 30 and March 31, 2020 and, accordingly, no additional GUC Trust Units will be issued. The number of outstanding GUC Trust Units does not equal the amount of Allowed General Unsecured Claims on a 1 to 1,000 basis because of additional GUC Trust Units that were issued due to rounding.

~~“GUC~~Liquidity ~~Trust Agreement” means the Second Amended~~ and ~~Restated Motors Liquidation~~Capital ~~Company~~Resources ~~GUC Trust Agreement, dated as of July 30, 2015.~~

“The GUC Trust’s ~~Monitor”~~sources ~~means~~of ~~FTI~~liquidity ~~Consulting~~are principally the funds it holds for the payment of liquidation and administrative costs, ~~Inc~~and to a significantly lesser degree, the earnings on such funds invested by it. In addition, ~~solely~~as ina ~~its~~result of the liquidation of all the GUC Trust’s holdings of New GM Securities during the quarter ended September 30, ~~capacity~~2015, the GUC Trust holds Distributable Cash for distribution to GUC Trust beneficiaries. The GUC Trust holds such funds primarily in U.S. Treasury bills, as ~~trust~~permitted ~~monitor~~by ofthe Plan and the GUC Trust Agreement.

~~“GUC~~During ~~Trust Units” means~~ the ~~units~~three ofmonths ~~beneficial~~ended ~~interests~~June 30, in2020, the GUC Trust ~~distributed~~’s toholdings ~~holders~~ of ~~Allowed~~cash ~~General~~and ~~Unsecured~~cash ~~Claims~~equivalents indecreased ~~proportion~~approximately $39.8 million from approximately $42.8 million to ~~the~~approximately ~~amount~~$3.0 million. ofThe ~~their~~decrease ~~claims~~was ~~subject~~primarily due to ~~certain~~cash ~~rounding~~paid ~~rules~~for ~~set~~liquidating ~~forth~~distributions inof ~~the~~$299.5 million ~~Plan~~and professional fees, governance costs and ~~the~~other administrative ~~GUC~~costs ~~Trust~~of ~~Agreement~~$4.7 million, ~~Each~~including ~~GUC~~noticing ~~Trust~~costs ~~Unit~~of ~~represents~~$2.0 million, largely offset by cash received from the ~~contingent~~sale ~~right~~of ~~to receive~~marketable asecurities ~~pro~~in ~~rata~~excess ~~share~~of reinvestments of ~~the~~$262.8 million, ~~Excess~~along ~~GUC~~with ~~Trust~~interest ~~Distributable~~income ~~Assets~~received on such marketable securities of $1.6 million.

~~“Ignition~~During ~~Switch~~the ~~Economic~~three ~~Loss~~months ~~Actions”~~ended ~~means~~June 30, 2020, the funds invested by the GUC Trust ~~various~~in ~~actions~~marketable ~~(including~~securities ~~putative~~decreased ~~class~~approximately ~~actions)~~$262.8 million, ~~filed~~from byapproximately ~~various~~$392.8 million ~~plaintiffs~~to ~~against~~approximately ~~New~~$130.0 million. GMThe ~~seeking~~decrease ~~compensatory~~was ~~and~~due ~~other~~primarily ~~damages~~to ~~and~~the ~~other~~maturities ~~relief~~and ~~for~~sale ~~economic~~of ~~losses~~marketable ~~allegedly~~securities ~~resulting~~to ~~from~~fund the payments ~~Ignition~~of ~~Switch~~liquidating ~~Recall,~~distributions orduring the ~~underlying condition~~period. ofThe GUC Trust earned on the ~~subject~~accrual ~~vehicles~~basis approximately $0.7 million in interest income on such investments during the period.

~~“Ignition~~26 Switch Personal Injury Actions” means the various actions (including putative class actions) filed by various plaintiffs against New GM seeking compensatory and other damages and other relief for personal injury and other claims allegedly arising from accidents that occurred as a result of the underlying condition of the vehicles subject to the Ignition Switch Recall.

~~“Ignition~~As ~~Switch~~of ~~Recall”~~June ~~means~~30, 2020, the ~~ignition~~GUC Trust held approximately $133.0 million in cash and cash ~~switch-related~~equivalents ~~recalls~~and ~~initiated~~marketable bysecurities. ~~New~~Of GMsuch inamount, ~~February~~approximately $92.4 million relates to Distributable Cash (including Dividend Cash), a portion of which the GUC Trust Administrator is permitted to set aside from distribution and ~~March~~to appropriate ~~2014~~with the approval of the Bankruptcy Court or Trust Monitor, as ~~NHTSA~~applicable, ~~Recall~~in Noorder to fund additional costs as they become due. Included in Distributable Cash as of June 30, 2020, is approximately $2.6 ~~14v047~~million of Dividend Cash. As described above, Dividend Cash will be distributed to holders of GUC Trust Units in respect of Distributable Cash that they receive, except to the extent such dividends are in respect of Distributable Cash that is appropriated by the GUC Trust in accordance with the GUC Trust Agreement to fund the GUC Trust’s liquidation and administrative costs, any income tax liabilities or shortfalls in Residual Wind-Down Assets.

~~“Indenture~~As ~~Trustee~~of /June 30, ~~Fiscal and~~2020, ~~Paying~~Distributable ~~Agent~~Cash ~~Costs”~~(including ~~means~~Dividend ~~certain~~Cash) ~~costs,~~held ~~fees~~by ~~and~~the ~~expenses~~GUC Trust was set aside as follows: (a) $2.9 million for liquidating distributions payable ~~under~~(exclusive ~~the~~of ~~Plan~~distributions payable to ~~the~~holders ~~indenture~~of ~~trustees~~GUC ~~and~~Trust ~~fiscal~~Units) as of that date, and ~~paying~~(b) ~~agents~~$37.6 million ~~for~~to ~~the~~fund ~~previously~~projected ~~outstanding~~liquidation ~~debt~~and ofadministrative ~~MLC~~costs. See “Net Assets in Liquidation—Distributable Assets” above.

~~“Initial~~In ~~Reporting~~addition to Distributable Cash” ~~means~~(including Dividend Cash), the ~~proceeds~~GUC Trust held approximately $40.6 million in cash and cash equivalents and marketable securities as of June 30, 2020, representing funds held for payment of costs of liquidation and administration and other liabilities. Of that amount, approximately $1.4 million (comprising approximately $50.72 million ~~from~~of the ~~sale~~remaining Residual Wind-Down Assets, approximately $1.1 million of the remaining Administrative Fund and approximately $0.1 million in remaining funds designated for the Indenture Trustee / Fiscal and Paying Agent Costs) is required by the GUC Trust Agreement to be returned, upon the winding-up of ~~New~~the GMGUC ~~Securities~~Trust, to the DIP Lenders to the extent such funds are not utilized to ~~shortly~~satisfy ~~after~~designated Wind-Down Costs, Residual Wind-Down Claims and Costs and Indenture Trustee / Fiscal Paying Agent Costs. Cash and cash equivalents and marketable securities remaining in the ~~Effective~~Administrative ~~Date~~Fund have been designated for the satisfaction of certain specifically identified costs and liabilities of the GUC Trust, ~~expressly~~and ~~authorized~~such byamounts may not be used for the payment of GUC Trust ~~Agreement~~Professionals’ fees and expenses or other Wind-Down Costs. Such amounts will not at any time be available for distribution to the ~~purposes~~holders of ~~funding~~the ~~Reporting~~GUC Trust Units. The balance of cash and cash equivalents and marketable securities of approximately $39.2 million is available for the payment of certain reporting and administrative costs of the GUC Trust, and would be available in the future for distribution to the holders of the GUC Trust Units, if not otherwise used to satisfy those expected costs. See “Liquidation and Administrative Costs” above.

~~“Investment~~There ~~Income~~is ~~Taxes”~~no ~~means~~assurance ~~federal~~that additional amounts of Distributable Cash will not be required to be set aside from distribution and appropriated to fund additional costs and income ~~taxes~~tax ~~incurred~~liabilities, beyond what the GUC Trust Administrator has already set aside. Any appropriation of Distributable Cash that occurs to fund such obligations will result in ~~respect~~a lesser amount of ~~investment~~Distributable ~~income~~Cash available ~~earned~~for bydistribution to holders of GUC Trust Units. In addition, as described above under the headings “Functions and Responsibilities of the GUC Trust—Residual Wind-Down Claims and Costs” and “Functions and Responsibilities of the GUC Trust—Other Assets Received from MLC on ~~marketable~~the Dissolution Date,” a portion of the GUC Trust’s assets are currently segregated pursuant to the GUC Trust Agreement for the satisfaction of Residual Wind-Down ~~securities~~Claims and ~~cash~~certain ~~equivalents~~other ~~held,~~specified costs. If such assets are insufficient to satisfy the Residual Wind-Down Claims or ~~previously~~fund ~~held,~~such byother specified costs for any reason, the GUC Trust Administrator will similarly be required to set aside from distribution and appropriate additional amounts of Distributable Cash in order to fund such shortfall.

~~“IRS”~~Forward-Looking ~~means the Internal Revenue Service.~~ Statements

“This Quarterly Report on Form 10-Q contains forward-looking statements about the assets, financial condition and prospects of the GUC Trust. Actual results could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties, including, without limitation, the Court’s ruling on the Amended Settlement Agreement, if the Amended Settlement Agreement is not approved, the ultimate outcome of the Late Claims Motions” ~~means~~(as defined below), the ~~motions~~GUC Trust’s ~~filed~~incurrence of professional fees and other expenses in connection with administration of the ~~Bankruptcy~~GUC ~~Court~~Trust, ~~seeking~~changes ~~permission~~in totax ~~file~~and ~~late~~other ~~claims~~governmental ~~against~~rules and regulations applicable to the GUC Trust, and other risks. Some of these risks and byuncertainties ~~plaintiffs~~are beyond the ability of the GUC Trust to control, and in many cases, risks and uncertainties that could cause actual results to differ materially from those indicated by the ~~Ignition~~forward-looking ~~Switch~~statements ~~Economic~~cannot ~~Loss~~be ~~Actions~~predicted. These forward-looking statements should therefore be considered in light of various important factors, ~~plaintiffs~~including those set forth in the ~~Other~~GUC ~~Economic~~Trust’s ~~Loss~~Annual ~~Actions~~Report on Form 10-K for the year ended March 31, 2020 and ~~175~~those ~~Ignition~~set ~~Switch~~forth ~~Pre~~in this Quarterly Report on Form 10-~~Closing~~Q. ~~Accident~~When ~~Plaintiffs~~used in this Quarterly Report on Form 10-Q, the words “believes,” “estimates,” “plans,” “expects,” “intends,” and “anticipates” and similar expressions are intended to identify forward-looking statements.

~~“Liquidation~~27 ~~Order” means the Bankruptcy Court’s order dated July 2, 2015 pursuant to which the Bankruptcy Court approved the conversion of the GUC Trust’s holdings of New GM Securities into cash.~~

~~“Loss~~Glossary Succession Rule” means, under Treasury Regulation Section 1.468B-9(C)(6), each Claimant is entitled to succeed to and take into account a portion of any unused Loss Carryovers upon termination of the GUC Trust.

~~“MDL~~The ~~Court”~~capitalized ~~means~~terms used in this Quarterly Report on Form 10-Q but not otherwise defined shall have the respective meanings set forth below. For additional information on any of the matters relating to such terms, ~~with~~see ~~respect~~the disclosure in the notes to ~~case~~the ~~number~~financial statements filed with this Quarterly Report on Form 1410-~~MD-2543~~Q ~~(JMF),~~and in the ~~United~~Current ~~States~~Report ~~District~~on ~~Court~~Form ~~for~~8-K filed by the ~~Southern~~GUC ~~District~~Trust ofwith ~~New~~the ~~York~~SEC on June 12, 2012.

“~~MDL~~363 ~~Proceeding~~Transaction” means the ~~actions~~transaction ~~that~~in ~~have~~which ~~been~~NGMCO, ~~transferred~~Inc. to(now ~~and~~General ~~consolidated~~Motors ~~under~~Company) ~~the~~acquired ~~case~~substantially ~~number~~all ~~14-MD-2543~~of ~~(JMF)~~the assets and ~~are~~assumed ~~pending~~certain ~~before~~liabilities of the ~~MDL~~Debtors ~~Court,~~pursuant ~~including~~to ~~certain~~and ~~Subject~~subject ~~Recall-Related~~to ~~Actions~~the terms of the MSPA.

“~~MLC~~Additional Shares” means ~~Motors~~the additional ~~Liquidation~~shares ~~Company,~~of ~~which~~New ~~dissolved~~GM onCommon ~~December 15,~~Stock ~~2011~~that New GM will be required to issue under the MSPA if the Bankruptcy Court finds that the estimated aggregate Allowed General Unsecured Claims against the Debtors exceed $35 billion.

“~~Motions~~Administrative ~~to Enforce~~Fund” means the ~~series~~cash ofcontributed ~~motions~~to ~~filed~~the byGUC ~~New~~Trust GMto ~~with~~be ~~the~~held ~~Bankruptcy~~and ~~Court~~maintained ~~seeking~~by tothe ~~enjoin~~GUC ~~the~~Trust ~~Subject Recall-Related~~Administrator ~~Actions~~for ~~and~~the purpose toof ~~enforce~~paying the ~~Sale~~Wind-Down ~~Order~~Costs.

35“Allowed General Unsecured Claims” means the general unsecured claims against the Debtors that are allowed at any given time.

~~Table~~“Amended ofSettlement ~~Contents~~Agreement” means the agreement entered into on May 1, 2020 to amend the Settlement Agreement to allow the Avoidance Action Trust to become a party to the settlement.

“~~MSPA~~Avoidance Action Defense Costs” means ~~the~~certain ~~Master~~reasonable ~~Sale~~costs, fees and ~~Purchase~~expenses ~~Agreement~~which ~~dated~~the asGUC ofTrust ~~July 10, 2009,~~is byobligated ~~and~~to ~~among~~satisfy ~~Old~~relating GMto defending the Term Loan Avoidance Action, ~~certain~~subject to the right of ~~its~~the ~~debtor~~GUC ~~subsidiaries~~Trust ~~and~~to ~~NGMCO,~~seek ~~Inc.,~~disgorgement asin ~~amended~~accordance with the terms of the Plan.

“~~New~~Avoidance GMAction Trust” means ~~General~~the ~~Motors Company,~~trust ~~together~~established ~~with~~under ~~its~~the ~~consolidated~~Plan ~~subsidiaries~~for the purpose of holding and prosecuting the Term Loan Avoidance Action.

“~~New~~Avoidance GMAction ~~Common~~Trust ~~Stock~~Administrator” means ~~the~~Wilmington ~~common~~Trust ~~stock of General Motors~~ Company, ~~including~~ ~~with~~not ~~respect~~in toits ~~New~~individual capacity GMbut ~~Common~~solely ~~Stock~~in ~~that~~its ~~has~~capacity ~~been~~as ~~set~~the ~~aside~~trustee ~~from distribution, reserved, or sold~~ and ~~any~~trust ~~Dividend~~administrator ~~Cash~~of ~~related~~the toAvoidance ~~such~~Action ~~New GM Common Stock~~Trust.

“~~New~~Bankruptcy ~~GM Securities~~Code” means ~~the~~title ~~New~~11 GMof ~~Common Stock and~~ the ~~New~~United GMStates ~~Warrants (including with respect to New GM Common Stock and New GM Warrants that had been set aside from distribution, reserved or sold, and any Dividend Cash related to such New GM Common Stock)~~Code.

“~~New~~Bankruptcy ~~GM Series A Warrants~~Court” means the ~~warrants~~United toStates ~~acquire~~Bankruptcy ~~shares~~Court offor ~~New~~the GMSouthern ~~Common Stock at an exercise price~~ District of ~~$10.00~~New ~~per share that were scheduled to expire on July 10, 2016~~York.

“~~New~~Claimant” GMmeans, ~~Series~~for Bpurposes ~~Warrants”~~of ~~means~~ the ~~warrants~~rules tothat ~~acquire~~govern ~~shares~~Disputed ofOwnership ~~New~~Funds, GMa person who claims ownership ~~Common~~of, ~~Stock~~in atwhole anor ~~exercise~~in ~~price~~part, ofproperty ~~$18.33~~immediately ~~per~~before ~~share~~and ~~that~~immediately ~~were~~after ~~scheduled~~such property is transferred to ~~expire~~a onDisputed ~~July 10,~~Ownership ~~2019~~Fund.

“~~New~~Closing Date” means July 10, 2009, the date on which the sale of substantially all of the assets of Old GM ~~Warrants”~~pursuant to the MSPA was completed. “Committee” means the ~~New~~Official GMCommittee ~~Series~~of AUnsecured ~~Warrants~~Creditors ~~and~~of the ~~New~~Debtors GMappointed ~~Series~~by Bthe ~~Warrants~~Office of the United States Trustee in the chapter 11 cases of the Debtors.

“~~Old GM~~Debtors” means MLC, ~~formerly~~and ~~known~~its asaffiliated ~~General~~debtors ~~Motors~~and ~~Corporation~~debtors-in-possession.

“~~Order~~DIP toCredit ~~Show Cause~~Agreement” means the ~~order~~Debtor-In-Possession ~~issued~~Credit Agreement, dated as of July 10, 2009, by and among MLC, as borrower, the ~~Bankruptcy~~guarantors ~~court~~named therein, ~~dated~~the ~~December 13~~U.S. Treasury, ~~2016~~as lender, and ~~addressing~~ the ~~2016~~Governments ~~Threshold~~of ~~Issues~~Canada and Ontario, through Export Development Canada, as lenders.

“~~Other~~DIP ~~Administrative Cash~~Lenders” means the United ~~amount~~States Department of ~~cash,~~Treasury ~~cash equivalents~~ and ~~marketable securities held by~~ the ~~GUC~~Governments ~~Trust that relates to proceeds from the sale~~ of ~~New~~Canada ~~GM Securities or appropriated Distributable Cash that had been set aside from distribution to fund the current or projected liquidation~~ and ~~other administrative costs or income tax liabilities of the GUC Trust~~Ontario, ~~plus~~through ~~(a) any~~Export ~~Dividend~~Development ~~Cash related to New GM Common Stock so sold or Distributable Cash so appropriated and (b) investment income earned on marketable securities and cash equivalents~~Canada.

“~~Other~~Disputed ~~Economic~~General Unsecured ~~Loss Actions~~Claims” means the ~~various~~general ~~actions~~unsecured ~~(including~~claims ~~putative class actions) filed by various plaintiffs~~ against ~~New GM~~the ~~seeking~~Debtors ~~compensatory~~that ~~and~~are ~~other~~disputed ~~damages~~as ~~for economic losses allegedly resulting from recalls~~ of ~~vehicles~~the ~~initiated~~Effective byDate ~~New~~and GMdoes ~~(other~~not ~~than~~include ~~the~~any ~~Ignition~~Term ~~Switch~~Loan ~~Recall),~~Avoidance orAction ~~the underlying condition of those vehicles~~Claims.

“~~Other~~Dissolution ~~Personal Injury Actions~~Date” means ~~the~~December ~~various~~15, ~~actions~~2011, ~~(including~~the ~~putative~~date ~~class~~that ~~actions)~~MLC filed ~~by various plaintiffs against New GM seeking compensatory and other damages and other relief for personal injury and other claims allegedly arising from accidents that occurred as~~ a ~~result~~Certificate of ~~the~~Dissolution ~~underlying~~with ~~condition of~~ the ~~vehicles~~Secretary ~~subject~~of toState ~~the recalls initiated by New GM other~~of ~~than~~Delaware ~~the~~and ~~Ignition~~was ~~Switch Recall~~dissolved.

“~~Personal~~Distributable ~~Injury Actions~~Cash” means the ~~various~~amount ~~actions~~of ~~(including~~cash ~~putative~~and ~~class~~cash ~~actions)~~equivalents ~~filed by various plaintiffs against New GM seeking compensatory~~ and ~~other~~marketable ~~damages~~securities held for ~~personal~~distribution ~~injury~~to ~~and~~GUC ~~other~~Trust ~~claims~~beneficiaries ~~allegedly~~and ~~arising~~includes ~~from~~Dividend ~~accidents that occurred as a result of the underlying condition of the vehicles subject to the recalls initiated by New GM~~Cash.

“~~Plan~~District Court” means the ~~Debtors’~~United ~~Second~~States ~~Amended~~District ~~Joint~~Court of ~~Chapter 11 Plan, filed with~~ the ~~Bankruptcy~~Southern ~~Court~~District ~~on March 18,~~of ~~2011~~New York.

“~~Proposed~~Dividend ~~Plaintiff Settlement~~Cash” means the ~~unsigned,~~amount ~~unexecuted~~of ~~agreement~~cash ~~between the GUC Trust, on the one hand,~~ and ~~counsel~~cash ~~for~~equivalents ~~certain Ignition Switch Economic Loss Action~~ and ~~Other~~marketable ~~Economic~~securities held ~~Loss~~by ~~Action~~the ~~plaintiffs,~~GUC ~~certain~~Trust ~~Ignition~~that ~~Switch~~relates ~~Pre-Closing~~to ~~Accident~~dividends ~~Plaintiffs,~~received ~~and~~by the ~~Additional~~GUC ~~Pre-Closing~~Trust ~~Accident Plaintiffs,~~ on ~~the~~New ~~other~~GM ~~hand,~~Common ~~regarding~~Stock apreviously ~~potential~~held ~~settlement~~by ~~of certain issues underlying~~ the ~~Late~~GUC ~~Claims Motions~~Trust.

“~~QSF~~Dividend Taxes” means ~~Qualified~~federal ~~Settlement~~income ~~Fund~~taxes ~~under~~incurred ~~applicable~~in ~~regulations~~respect of dividends received by the ~~United~~GUC ~~States~~Trust ~~Department~~on ofNew ~~Treasury~~GM Common Stock then previously held by the GUC Trust.

~~“Recall-Related~~28 ~~Actions” means, collectively, the Ignition Switch Economic Loss Actions, the Other Economic Loss Actions and the Personal Injury Actions.~~

~~Table~~“Economic ofLoss ~~Contents~~Plaintiffs” means plaintiffs asserting economic loss claims who, prior to the Closing Date, owned or leased a vehicle with an ignition switch defect included in NHTSA Recall No. 14V-047 and plaintiffs asserting economic loss claims who, prior to the Closing Date, owned or leased vehicles with defects in ignition switches, side airbags, or power steering included in NHTSA Recall Nos. 14V-355, 14V-394, 14V-400, 14V-118 and 14V-153.

“~~Reporting~~Effective ~~Costs~~Date” means ~~fees,~~March ~~costs and expenses of the GUC Trust directly or~~31, ~~indirectly relating to (i) reports to be prepared and filed by the GUC Trust pursuant to applicable rules~~2011, ~~regulations and interpretations of~~ the ~~SEC,~~date ~~(ii) the~~that ~~transfer, registration for transfer and certification of GUC Trust Units, (iii)~~ the ~~application~~Plan bybecame the Committee to the IRS for a private letter ruling regarding the tax treatment of the GUC Trust and the holders of Allowed General Unsecured Claims in respect of the distribution of New GM Securities and (iv) certain legal proceedings relating to the Term Loan Avoidance Actioneffective.

“~~Residual~~Excess ~~Wind-Down~~GUC Trust Distributable Assets” means ~~the~~(i) Distributable ~~funds~~Cash ~~remaining~~(previously ofNew ~~the~~GM ~~approximately~~Securities) ~~$42.8 million~~and inDividend ~~cash~~Cash ~~and~~associated ~~prepaid~~with ~~expenses~~such ~~transferred~~Distributable byCash ~~MLC~~(only if and to the ~~GUC~~extent ~~Trust~~such onDistributable ~~the~~Cash ~~Dissolution~~(or ~~Date~~New toGM ~~satisfy~~Securities) and Dividend Cash (a) are not required for the ~~Residual~~satisfaction ~~Wind-Down~~of ~~Claims~~new ~~and~~Allowed General ~~Residual~~Unsecured ~~Wind-Down~~Claims ~~Costs~~and (~~which~~b) have ~~amount~~not ~~consisted~~been ofset ~~approximately $40.0 million~~aside infrom ~~cash,~~distribution ~~including~~to ~~approximately~~fund ~~$1.4 million~~projected ~~for~~liquidation ~~Avoidance~~and ~~Action~~administrative ~~Defense~~costs, ~~Costs~~Dividend Taxes, ~~and~~Investment ~~the~~Income ~~transferred~~Taxes ~~benefit~~or Taxes on Distribution of ~~approximately~~the ~~$2.8 million~~GUC inTrust) ~~prepaid~~and ~~expenses~~(ii) Other Administrative Cash available, if any, for distribution to the holders of GUC Trust Units.

“~~Residual~~Five ~~Wind-Down~~Year ~~Claims~~Rule” means ~~all~~the ~~disputed~~five ~~administrative expenses, priority tax claims, priority~~year ~~non-tax~~period ~~claims,~~after ~~and~~capital ~~secured~~losses ~~claims~~are ~~against~~incurred ~~the~~for ~~Debtors~~which ~~that~~such ~~were~~losses ~~remaining~~may asbe ofcarried ~~the~~forward ~~Dissolution~~by ~~Date~~corporations ~~and~~under ~~are~~U.S. ~~not~~tax ~~resolved at a given time~~rules.

“~~Residual Wind-Down Costs~~GUC Trust” means ~~certain~~the ~~costs,~~Motors ~~fees~~Liquidation ~~and~~Company ~~expenses~~GUC ~~relating to satisfying and resolving the Residual Wind-Down Claims~~Trust.

“~~Resolved~~GUC ~~Allowed~~Trust ~~Claims~~Administrator” means ~~the~~Wilmington ~~Resolved~~Trust ~~Term~~Company, ~~Loan~~not ~~Avoidance~~in its ~~Action~~individual ~~Claims~~capacity but solely in its capacity as trust administrator and ~~the~~trustee ~~Resolved~~of ~~Disputed~~the ~~Claims~~GUC Trust.

“~~Resolved~~GUC ~~Disputed~~Trust ~~Claims~~Agreement” means ~~previously~~the ~~Disputed~~Second ~~General~~Amended ~~Unsecured~~and ~~Claims~~Restated ~~that~~Motors ~~are~~Liquidation ~~subsequently~~Company ~~allowed~~GUC Trust Agreement, dated as of July 30, 2015.

“~~Resolved~~GUC ~~Term Loan Avoidance Action Claims~~Trust Monitor” means ~~the~~FTI ~~Term~~Consulting, ~~Loan~~Inc., ~~Avoidance~~solely ~~Action~~in ~~Claims~~its ~~that~~capacity ~~are subsequently allowed~~ as atrust ~~result~~ monitor of ~~recoveries by~~ the ~~Avoidance~~GUC ~~Action~~ Trust ~~pursuant to the Term Loan Avoidance Action~~.

“~~Revised~~GUC ~~Settlement~~Trust ~~Agreement~~Professionals” ~~means~~ ~~that~~means ~~certain~~the ~~settlement~~professionals ~~agreement~~engaged ~~between~~by the GUC Trust ~~and~~Administrator ~~Signatory~~to ~~Plaintiffs~~assist ~~dated~~in asthe administration of ~~February 1,~~the ~~2019~~GUC Trust.

“~~Rule~~GUC 23Trust ~~Decision~~Units” means the ~~Memorandum~~units ~~Opinion~~of ~~and~~beneficial ~~Order~~interests ~~Concluding~~in ~~that~~ the ~~Signatory~~GUC ~~Plaintiffs~~Trust ~~and~~distributed ~~the~~to ~~GUC~~holders ~~Trust~~of ~~Must~~Allowed ~~Satisfy~~General ~~Civil~~Unsecured ~~Rule~~Claims 23in ~~for~~proportion to the ~~Proposed~~amount ~~Settlement~~of their claims subject to becertain ~~Approved~~rounding ~~and~~rules ~~Denying~~set ~~Three~~forth ~~Pending~~in ~~Motions~~the ~~Without~~Plan ~~Prejudice~~and ~~[Docket~~the GUC Trust NoAgreement. ~~14374]~~ ~~issued~~Each byGUC Trust Unit represents the ~~Bankruptcy~~contingent ~~Court~~right onto ~~September 25,~~receive ~~2018~~a pro rata share of the Excess GUC Trust Distributable Assets.

“~~Rule~~Ignition 23Switch ~~Motion~~Economic Loss Actions” means the ~~motion~~various ~~filed~~actions ~~with~~(including ~~the Bankruptcy~~putative ~~Court~~class onactions) ~~February 1,~~filed ~~2019~~ by ~~the~~various ~~Economic~~plaintiffs against ~~Loss~~New ~~Plaintiffs~~GM toand/or ~~(1) Extend~~the ~~Bankruptcy~~GUC ~~Rule~~Trust ~~7023~~seeking tocompensatory ~~These~~and ~~Proceedings;~~other ~~(2) Approve~~damages ~~the Form~~ and ~~Manner~~other Ofrelief ~~Notice;~~for ~~(3) Grant~~economic ~~Class Certification~~losses ~~For~~allegedly ~~Settlement~~resulting ~~Purposes Upon~~from ~~Final~~the ~~Settlement~~Ignition ~~Approval;~~Switch ~~(4) Appoint~~Recall, ~~Class Representatives~~or ~~and~~the ~~Class Counsel~~underlying ~~for~~condition ~~Settlement~~of ~~Purposes; and (5) Approve~~ the ~~Settlement~~vehicles ~~Agreement~~subject byto ~~and Among The Signatory Plaintiffs and~~ the ~~GUC~~Ignition ~~Trust~~Switch ~~Pursuant To Rule 23 [Docket No~~Recall. ~~14408].~~

“~~Sale~~Ignition ~~Order~~Switch Personal Injury Actions” means the ~~Sale~~various ~~Order~~actions ~~and~~(including ~~Injunction~~putative ~~entered~~class actions) filed by various plaintiffs against New GM and/or the ~~Bankruptcy~~GUC ~~Court~~Trust onseeking ~~July 5,~~compensatory ~~2009, approving~~and ~~the~~other ~~sale~~damages ofand ~~substantially~~other ~~all~~relief offor ~~the~~personal ~~assets~~injury ofand ~~Old~~other GMclaims toallegedly ~~New~~arising GMfrom ~~pursuant~~accidents tothat ~~Section 363(b)~~occurred as a result of the ~~Bankruptcy~~underlying ~~Code~~condition of the vehicles subject to the Ignition Switch Recall.

“~~SEC~~Ignition Switch Recall” means the ~~Securities~~ignition switch-related recalls initiated by New GM in February and ~~Exchange~~March ~~Commission~~2014, NHTSA Recall No. 14v047.

“~~Second~~Indenture ~~Circuit~~Trustee / Fiscal and Paying Agent Costs” means certain costs, fees and expenses payable under the ~~United~~Plan ~~States~~to ~~Court~~the ofindenture ~~Appeals~~trustees and fiscal and paying agents for the ~~Second~~previously ~~Circuit~~outstanding debt of MLC.

“~~Settlement~~Initial ~~Agreement~~Reporting Cash” means the ~~settlement~~proceeds ~~agreement,~~of ~~dated~~approximately as$5.7 million offrom ~~April 25,~~the ~~2018,~~sale ~~between~~by the GUC Trust ~~and~~of ~~certain~~New ~~plaintiffs~~GM Securities toshortly ~~settle~~after the ~~Late~~Effective ~~Claims~~Date, ~~Motions~~expressly ~~and~~authorized ~~other~~by ~~related~~the ~~issues,~~GUC ~~which~~Trust ~~agreement~~Agreement ~~was~~for ~~terminated~~the onpurposes ~~September 25,~~of ~~2019~~funding Reporting Costs.

“~~Settlement Approval~~Investment ~~Motion~~Income Taxes” means ~~the~~federal ~~motion~~income ~~filed~~taxes byincurred ~~the~~in ~~GUC~~respect ~~Trust on February 1, 2019 with the Bankruptcy Court seeking (i) court approval~~ of ~~actions~~investment toincome beearned ~~undertaken~~ by the GUC Trust ~~Administrator~~on ~~under the terms of a proposed settlement~~cash ~~between~~equivalents and ~~among~~marketable ~~the~~securities ~~GUC Trust Administrator~~held, ~~certain~~or ~~Ignition~~previously ~~Switch Plaintiffs~~held, ~~certain~~by ~~Non-Ignition Switch Plaintiffs and certain Pre-Closing Accident Plaintiffs (as those terms are defined in~~ the ~~Settlement Approval Motion) and (ii) authorization to, among other things, reallocate and use up to $13.72 million in~~ GUC Trust ~~Distributable Assets for the purposes of funding notice costs contemplated by the Revised Settlement Agreement~~.

“~~Settlement Payment~~IRS” means the ~~$15.0 million~~Internal ~~payment~~Revenue ~~from the GUC Trust to a fund for the benefit of certain plaintiffs that would have been made pursuant to the Settlement Agreement~~Service.

“~~Side~~Late ~~Letter~~Claims Motions” means ~~that certain~~the ~~letter~~motions ~~agreement,~~filed ~~dated~~in ~~September 23, 2011, sent by~~ the ~~GUC~~Bankruptcy ~~Trust~~Court, ~~and~~seeking ~~acknowledged~~permission ~~and agreed~~ to byfile ~~MLC,~~late ~~Remediation~~claims ~~and~~against ~~Liability~~the ~~Management Company~~GUC Trust, ~~Inc.,~~by ~~General~~plaintiffs ~~Motors,~~in ~~LLC,~~the ~~and~~Ignition ~~FTI~~Switch ~~Consulting,~~Economic ~~Inc.,~~Loss ~~clarifying~~Actions ~~rights~~ and ~~responsibilities~~ ~~under~~Ignition ~~the~~Switch ~~MSPA~~Personal Injury Actions.

37“Liquidation Order” means the Bankruptcy Court’s order dated July 2, 2015 pursuant to which the Bankruptcy Court approved the conversion of the GUC Trust’s holdings of New GM Securities into cash.

~~Table~~“Loss Carryovers” means capital loss carryovers and net operating loss carryovers of ~~Contents~~the GUC Trust.

“~~Signatory~~Loss ~~Plaintiffs~~Succession Rule” means, ~~plaintiffs~~under ~~signatory~~Treasury toRegulation ~~the~~Section 1.468B-9(C)(6), ~~Revised Settlement~~each ~~Agreement~~Claimant is entitled to succeed to and take into account a portion of any unused Loss Carryovers upon termination of the ~~Settlement~~GUC ~~Agreement~~Trust.

~~“Stay~~29 Motion” means the Motion Pursuant to Section 105(a) of the Bankruptcy Code to (A) Stay Proceedings Relating to the Proposed Settlement and (B) Grant Related Relief [ECF No. 14431] filed in the Bankruptcy Court by New GM on February 22, 2019.

“~~Taxes~~MDL ~~on Distribution~~Court” means, ~~federal~~with ~~income~~respect ~~taxes~~to ~~incurred~~case innumber ~~respect~~14-MD-2543 of(JMF), ~~any~~the ~~capital~~United ~~gains~~States ~~realized~~District ~~upon~~Court for the ~~sale~~Southern orDistrict ~~distribution~~ of New GMYork. ~~Securities~~“MDL Proceeding” means the actions that have been transferred to ~~holders~~and ofconsolidated ~~Allowed~~under ~~General~~the ~~Unsecured~~case ~~Claims~~number or14-MD-2543 ~~GUC~~(JMF) ~~Trust~~and ~~Units~~are pending before the MDL Court, including certain Recall-Related Actions.

“~~Term Loan~~MLC” means ~~the syndicated loan facility evidenced by that certain Term Loan Agreement, dated as of November 29, 2006, among General~~ Motors ~~Corporation,~~Liquidation ~~Saturn Corporation and JPMorgan Chase Bank~~Company, ~~N.A.,~~which asdissolved ~~administrative~~on ~~agent,~~December ~~and the lenders party thereto from time to time (as amended~~15, ~~restated, supplemented or otherwise revised from time to time)~~2011.

“~~Term Loan Avoidance Action~~MSPA” means the ~~legal~~Master ~~action~~Sale ~~styled~~and asPurchase ~~Official~~Agreement ~~Committee~~dated as of ~~Unsecured~~July ~~Creditors~~10, of2009, ~~Motors~~by ~~Liquidation~~and ~~Co.~~among ~~v. JPMorgan~~Old ~~Chase Bank~~GM, ~~N.A.,~~certain etof ~~al.,~~its ~~Adv.~~debtor subsidiaries ~~Pro.~~and ~~No. 09-00504~~NGMCO, ~~(Bankr~~Inc. ~~S.D.N.Y. July 31~~, ~~2009)~~as amended.

“~~Term~~New ~~Loan Avoidance Action Claims~~GM” means ~~the potential Allowed~~ General ~~Unsecured~~Motors ~~Claims~~Company, ~~that~~together ~~will~~with ~~arise in the amount of any recovery of proceeds if the Avoidance Action Trust Administrator is successful in~~ its ~~prosecution~~consolidated ~~of the Term Loan Avoidance Action~~subsidiaries. ~~For the avoidance of doubt, as used in this Quarterly Report on Form 10-Q,~~ ~~the amounts of “Disputed General Unsecured Claims” do not include any Term Loan Avoidance Action Claims.~~

“~~Threshold~~New ~~Issues Decision~~GM Common Stock” means the ~~Bankruptcy~~common ~~Court’s~~stock ~~Decision~~of onGeneral ~~Motion~~Motors Company, including with respect to ~~Enforce~~New ~~Sale~~GM ~~Order~~Common ~~(Docket~~Stock ~~No. 13109)~~that ~~dated~~has been ~~April 15~~set aside from distribution, ~~2015~~reserved, or sold and any Dividend Cash related to such New GM Common Stock.

“~~Threshold~~New ~~Issues Judgment~~GM Securities” means the ~~Bankruptcy~~New ~~Court’s~~GM ~~Judgment~~Common ~~(Docket~~Stock ~~No. 13177)~~and ~~dated~~the ~~June 1,~~New ~~2015~~GM Warrants (including with respect to ~~the~~New ~~Threshold~~GM ~~Issues~~Common ~~Decision.~~Stock and

~~“Trailblazer~~New ~~Late~~GM ~~Claims Motion” means the motion filed by Celestine and Lawrence~~Warrants ~~Elliott~~that ~~with~~had ~~the~~been ~~Bankruptcy~~set ~~Court~~aside onfrom ~~January 21~~distribution, ~~2019~~reserved toor ~~assert a late claim against Old GM~~sold, and aany ~~draft~~Dividend ofCash ~~the~~related ~~proof of claim (which purports~~ to besuch anNew ~~individual~~GM ~~and~~Common ~~class claim~~Stock) ~~that the Elliotts seek to file relating to issues with the driver door module on their 2006 Chevrolet Trailblazer~~.

“~~TLAA~~New ~~Settlement~~GM Series ~~Agreement~~A Warrants” means ~~that~~the ~~certain~~warrants ~~settlement~~to ~~agreement, dated~~acquire asshares of ~~April 10,~~New ~~2019,~~GM byCommon ~~and~~Stock ~~among~~at ~~the~~an ~~Avoidance~~exercise ~~Action~~price ~~Trust,~~of ~~the~~$10.00 ~~GUC~~per ~~Trust,~~share ~~the~~that ~~defendants~~were scheduled to ~~the~~expire ~~Term~~on ~~Loan~~July ~~Avoidance~~10, ~~Action and Simpson Thacher & Bartlett LLP~~2016.

“~~Trust~~New ~~Beneficiaries”~~GM ~~means~~Series ~~the~~B ~~beneficiaries~~Warrants” ofmeans the ~~GUC~~warrants ~~Trust, who are future holders and,~~ to ~~the~~acquire ~~extent~~shares ~~their~~of ~~liquidating distributions~~New ~~have~~GM ~~not~~Common ~~yet~~Stock ~~been~~at ~~paid~~an toexercise ~~them,~~price ~~current holders~~ of ~~Allowed~~$18.33 ~~General~~per ~~Unsecured~~share ~~Claims~~that were ~~and~~scheduled ~~future~~to ~~and~~expire ~~current~~on ~~holders~~July of10, ~~GUC Trust Units~~2019.

“~~UCC-3~~New GM Warrants” means the ~~UCC-3~~New ~~termination~~GM ~~statement~~Series ~~filed prior~~A toWarrants ~~the~~and ~~date of~~ the ~~Debtors’~~New ~~bankruptcy~~GM ~~filings~~Series ~~which~~B Warrants. ~~related~~“Old toGM” ~~certain~~means ~~collateral~~MLC, ~~owned~~formerly byknown ~~the~~as ~~Debtors~~General onMotors ~~which the Administrative Agent asserted a lien in respect of the Term Loan~~Corporation.

“~~Used~~Other ~~Car~~Administrative ~~Purchasers~~Cash” means ~~plaintiffs~~the amount inof cash, cash equivalents and marketable securities held by the ~~Ignition~~GUC ~~Switch~~Trust ~~Economic~~that ~~Loss~~relates ~~Actions~~to ~~who~~proceeds ~~bought~~from ~~used~~the sale of New GM ~~vehicles~~Securities ~~post-Sale~~or appropriated Distributable Cash that had been set aside from distribution to fund the current or projected liquidation and other administrative costs or income tax liabilities of the GUC Trust, plus (a) any Dividend Cash related to New GM Common Stock so sold or Distributable Cash so appropriated and (b) investment income earned on marketable securities and cash equivalents.

“~~Wind-Down~~Personal ~~Costs~~Injury Actions” means ~~certain~~the ~~fees~~various ~~and~~actions ~~expenses~~(including ~~incurred~~putative class actions) filed by ~~the~~various ~~GUC~~plaintiffs ~~Trust,~~against ~~including~~New ~~fees~~GM ofseeking ~~the~~compensatory ~~GUC~~and ~~Trust~~other ~~Administrator~~damages for personal injury and ~~the GUC~~other ~~Trust~~claims ~~Monitor~~allegedly ~~and~~arising ~~the~~from ~~fees~~accidents ~~and~~that ~~expenses~~occurred ~~for~~as ~~other~~a ~~professionals~~result ~~retained~~of bythe underlying condition of the ~~GUC~~vehicles ~~Trust,~~subject ~~other~~to ~~than~~the recalls ~~Reporting~~initiated ~~Costs~~by New GM.

“~~Withdrawal Motion~~Plan” means the ~~Motion~~Debtors’ toSecond ~~Withdraw~~Amended ~~the~~Joint ~~Reference~~Chapter of11 ~~the~~Plan, ~~Economic~~filed ~~Loss~~with ~~Plaintiffs’ Rule 23 Motion in~~ the ~~MDL by~~Bankruptcy ~~New~~Court GM on ~~February 22~~March 18, ~~2019~~2011.

~~Item~~“QSF” 3.means ~~Quantitative~~Qualified ~~and~~Settlement ~~Qualitative~~Fund ~~Disclosures~~under ~~About~~applicable ~~Market~~regulations ~~Risk~~of the United States Department of Treasury.

~~Disclosure~~“Recall-Related ~~under~~Actions” ~~this~~means, ~~item is not required~~collectively, ~~pursuant to~~ the ~~no-action~~Ignition ~~letter~~Switch ofEconomic ~~the~~Loss ~~SEC~~Actions toand the ~~GUC Trust~~Personal ~~dated May 23, 2012~~Injury Actions.

38“Reporting Costs” means fees, costs and expenses of the GUC Trust directly or indirectly relating to (i) reports to be prepared and filed by the GUC Trust pursuant to applicable rules, regulations and interpretations of the SEC, (ii) the transfer, registration for transfer and certification of GUC Trust Units, (iii) the application by the Committee to the IRS for a private letter ruling regarding the tax treatment of the GUC Trust and the holders of Allowed General Unsecured Claims in respect of the distribution of New GM Securities and (iv) certain legal proceedings relating to the Term Loan Avoidance Action.

~~Table~~“Residual Wind-Down Assets” means the funds remaining of ~~Contents~~the approximately $42.8 million in cash and prepaid expenses transferred by MLC to the GUC Trust on the Dissolution Date to satisfy the Residual Wind-Down Claims and Residual Wind-Down Costs (which amount consisted of approximately $40.0 million in cash, including approximately $1.4 million for Avoidance Action Defense Costs, and the transferred benefit of approximately $2.8 million in prepaid expenses).

~~Item~~“Residual 4.Wind-Down ~~Controls~~Claims” means all disputed administrative expenses, priority tax claims, priority non-tax claims, and ~~Procedures~~secured claims against the Debtors that were remaining as of the Dissolution Date and are not resolved at a given time.

~~During~~“Residual ~~the~~Wind-Down ~~fiscal~~Costs” ~~period~~means ~~covered~~certain ~~by this report~~costs, ~~the~~fees ~~management~~and ofexpenses ~~the~~relating ~~GUC~~to ~~Trust,~~satisfying ~~with the participation of the Administrative Vice President of the GUC Trust Administrator, completed an evaluation of the effectiveness of the design~~ and ~~operation~~resolving of the ~~GUC~~Residual ~~Trust’s disclosure controls and procedures (as defined in Rule 13a~~Wind-~~15(e) of the~~Down ~~Securities Exchange Act of 1934, as amended)~~Claims. ~~Based~~“Resolved onAllowed ~~this~~Claims” ~~evaluation,~~means the ~~GUC~~Resolved ~~Trust’s~~Term ~~management,~~Loan ~~including~~Avoidance ~~that~~Action ~~Administrative~~Claims ~~Vice President of the GUC Trust Administrator, has concluded that, as of the end of the fiscal period covered by this report, the GUC Trust’s disclosure controls~~ and ~~procedures were effective. There were no material changes in~~ the ~~GUC~~Resolved ~~Trust’s~~Disputed ~~internal control over financial reporting during the fiscal period covered by this report~~Claims.

~~PART~~“Resolved ~~II—OTHER~~Disputed ~~INFORMATION~~Claims” means previously Disputed General Unsecured Claims that are subsequently allowed.

~~Item~~“Resolved 1.Term ~~Legal~~Loan ~~Proceedings~~Avoidance Action Claims” means the Term Loan Avoidance Action Claims that are subsequently allowed as a result of recoveries by the Avoidance Action Trust pursuant to the Term Loan Avoidance Action.

~~Term~~30 ~~Loan Avoidance Action~~

On“Sale ~~the~~Order” ~~Dissolution~~means ~~Date,~~ the ~~right~~Sale toOrder ~~prosecute the Term Loan Avoidance Action was transferred to the Avoidance Action Trust. Beneficial interests in the Avoidance Action Trust remain with the DIP Lenders~~ and ~~the~~Injunction ~~holders~~entered ~~of Allowed General Unsecured Claims, rather than beneficiaries of GUC Trust Units. Any judgment obtained~~ by the ~~Avoidance~~Bankruptcy ~~Action~~Court on ~~Trust~~July ~~Administrator~~5, ~~against~~2009, ~~the~~approving ~~defendants in~~ the ~~Term~~sale ~~Loan Avoidance Action causes the allowance~~ of ~~Term~~substantially ~~Loan~~all ~~Avoidance Action Claims in the amount actually collected from such defendants and in the name~~ of ~~such defendants. A holder of a GUC Trust Unit that does not hold a corresponding Allowed General Unsecured Claim will have its recovery diluted through~~ the ~~allowance~~assets of ~~Term~~Old ~~Loan~~GM ~~Avoidance~~to ~~Action~~New ~~Claims~~GM bypursuant ~~the~~to ~~GUC~~Section 363(b) ~~Trust, without receiving the benefit~~ of ~~any~~ ~~cash recovered pursuant to~~ the ~~Term~~Bankruptcy ~~Loan Avoidance Action~~Code.

As“SEC” ~~previously~~means ~~disclosed by~~ the ~~GUC~~Securities ~~Trust, including most recently in its Annual Report on Form 10-K filed on June 4, 2019, the Avoidance Action Trust, the GUC Trust, the defendants to the Term Loan Avoidance Action~~ and ~~Simpson~~Exchange ~~Thacher & Bartlett LLP entered into the TLAA Settlement Agreement to resolve the Term Loan Avoidance Action~~Commission. ~~As previously disclosed in a Current Report on Form 8-K filed on June 17, 2019, the Bankruptcy Court approved the TLAA Settlement Agreement on June 13, 2019.~~

~~The TLAA Settlement Agreement provides for (among other things): (i) a payment on behalf of the Secured Lenders to the Avoidance Action Trust of approximately $231.0 million (the~~ “~~TLAA~~Second ~~Settlement Payment~~Circuit”), ~~(ii)~~means ~~filing by~~ the ~~Avoidance~~United ~~Action~~States ~~Trust~~Court of ~~orders~~Appeals offor ~~dismissal with~~ the ~~applicable~~Second courts dismissing the claims of the Avoidance Action Trust with prejudice, and (iii) releases of claims related to the Term Loan Avoidance Action by the parties to the TLAA Settlement Agreement and certain other personsCircuit. An amount corresponding to the amount of the TLAA Settlement Payment is being asserted as a general unsecured claim against the GUC Trust, pursuant to the terms of the TLAA Settlement Agreement and the GUC Trust Agreement, and Section 502(h) of the Bankruptcy Code. Pursuant to the TLAA Settlement Agreement, immediately upon the Avoidance Action Trust’s receipt of the TLAA Settlement Payment from or on behalf of the Secured Lenders, the Secured Lenders became entitled to payments totaling approximately $68.5 million from the GUC Trust in respect of such general unsecured claims; such payments will be made in accordance with the terms of the TLAA Settlement Agreement and the GUC Trust Agreement and are subject to the GUC Trust’s receipt of certain information from the Secured Lenders holding claims under Section 502(h) of the Bankruptcy Code.

~~The~~“Settlement ~~TLAA~~Agreement” ~~Settlement~~means ~~Payment~~the ~~was~~agreement ~~made~~entered into on ~~July~~March 127, ~~2019.~~2020 ~~Thus~~for a settlement with the Economic Loss Plaintiffs anand ~~Allowed~~New ~~Unsecured~~GM ~~Claim~~providing infor the ~~amount~~following ofkey ~~approximately~~terms: (i) the GUC Trust shall pay $~~68.5~~50 million ~~arose~~in onsettlement ~~July 1,~~consideration ~~2019.~~in Onreturn ~~August 14,~~for ~~2019,~~a ~~the~~release ~~Bankruptcy~~from ~~Court~~all ~~entered~~class anmembers ~~order~~asserting ~~allowing~~a Recall Related Action based on economic loss against the GUC Trust; (ii) the GUC Trust shall be entitled to make ~~the~~a ~~approximately~~ $~~68.5~~300 million ~~distribution on~~Excess ~~account~~Distribution ofto its Unitholders; and (iii) the ~~Allowed~~GUC ~~Unsecured~~Trust ~~Claim~~shall ~~resulting~~release ~~from~~any ~~the~~and ~~TLAA~~all ~~Settlement~~potential ~~Payment,~~claims ~~and~~against ~~such~~New ~~distribution~~GM, ~~was~~including ~~made~~the ~~beginning~~ability onto ~~September 18,~~seek ~~2019~~the Adjustment Shares.

~~The~~“Taxes ~~foregoing~~on ~~description~~Distribution” ofmeans ~~the~~federal ~~TLAA~~income ~~Settlement~~taxes ~~Agreement~~incurred ~~does~~in ~~not~~respect ~~purport~~of toany becapital ~~complete~~gains ~~and~~realized isupon ~~qualified~~the insale ~~its~~or distribution ~~entirety~~of byNew ~~reference~~GM ~~to Exhibit~~Securities ~~10.1~~ to ~~the~~holders ~~Current~~of ~~Report~~Allowed onGeneral ~~Form~~Unsecured ~~8-K~~Claims ~~filed~~or ~~by the~~ GUC Trust ~~on May 17, 2019~~Units.

~~General~~“Term Loan Avoidance Action” means the legal action styled as Official Committee of Unsecured Creditors of Motors ~~Product~~Liquidation ~~Recalls~~Co. v. JPMorgan Chase Bank, N.A., et al., Adv. Pro. No. 09-00504 (Bankr. S.D.N.Y. July 31, 2009).

~~Since~~“Term ~~the~~Loan ~~beginning~~Avoidance ofAction ~~2014,~~Claims” ~~New~~means GMthe ~~has~~potential ~~recalled~~Allowed ~~millions~~General ofUnsecured ~~vehicles~~Claims ~~due~~that towill ~~defective~~arise ~~ignition~~in ~~switches,~~the ~~including,~~amount ~~but~~of ~~not limited to, the~~any ~~Ignition~~recovery ~~Switch Recall, and has recalled millions~~ of ~~additional~~proceeds ~~vehicles~~if tothe ~~address~~Avoidance ~~certain~~Action ~~electrical~~Trust ~~and~~Administrator ~~other~~is ~~safety~~successful ~~concerns,~~in ~~including~~its ~~other~~prosecution ~~defects~~of ~~related~~the toTerm ~~the~~Loan ~~ignition~~Avoidance ~~switch~~Action. ~~Many~~For of the ~~vehicles~~avoidance ~~affected~~of bydoubt, ~~the~~as ~~foregoing~~used ~~recalls~~in ~~were manufactured~~this orQuarterly ~~sold~~Report ~~prior~~on toForm ~~July~~ 10-Q, ~~2009, or~~ the ~~Closing~~amounts ~~Date, the date on which the sale~~ of ~~substantially~~“Disputed ~~all~~General ofUnsecured ~~the~~Claims” ~~assets~~do ofnot ~~Old~~include GMany ~~pursuant~~Term toLoan ~~the~~Avoidance ~~MSPA~~Action ~~was completed~~Claims.

39“Trailblazer Late Claims Motion” means the motion filed by Celestine and Lawrence Elliott with the Bankruptcy Court on January 21, 2019 to assert a late claim against Old GM, and a draft of the proof of claim (which purports to be an individual and class claim) that the Elliotts seek to file relating to issues with the driver door module on their 2006 Chevrolet Trailblazer.

~~Table~~“Trust Beneficiaries” means the beneficiaries of ~~Contents~~the GUC Trust, who are future holders and, to the extent their liquidating distributions have not yet been paid to them, current holders of Allowed General Unsecured Claims and future and current holders of GUC Trust Units.

~~In its Annual Report on Form 10~~“Wind-KDown ~~filed February 5,~~Costs” ~~2020,~~means ~~New~~certain GMfees ~~also disclosed that over 100 putative class actions were pending against New GM in various courts in the United States~~ and ~~Canada~~expenses ~~seeking~~incurred ~~compensatory and other damages and other relief for economic losses allegedly resulting from one or more of the recalls announced in 2014 and/or the underlying condition of vehicles covered~~ by ~~those recalls. Certain of these over 100 cases, or~~ the ~~Ignition~~GUC ~~Switch Economic Loss Actions~~Trust, ~~concern~~including ~~the~~fees ~~Ignition~~of ~~Switch Recall,~~the ~~certain~~GUC ~~other~~Trust ~~cases,~~Administrator ~~or the Other Economic Loss Actions, concern recalls other than the Ignition Switch Recall,~~ and ~~yet others concern both~~ the ~~Ignition~~GUC ~~Switch~~Trust ~~Recall~~Monitor and one or more other recalls (such actions are described herein interchangeably as Ignition Switch Economic Loss Actions or Other Economic Loss Actions). In addition, New GM disclosed that several hundreds of other actions were pending against New GM in various courts in the ~~United~~fees ~~States~~ and ~~Canada~~expenses ~~seeking compensatory and other damages and other relief~~ for ~~personal injury and~~ other ~~claims~~professionals ~~allegedly~~retained ~~arising from accidents that occurred as a result of the underlying condition of the vehicles subject to the recalls initiated~~ by ~~New GM. Certain of these cases, or~~ the ~~Ignition~~ ~~Switch~~GUC ~~Personal Injury Actions~~Trust, ~~concern the Ignition Switch Recall, certain~~ other ~~cases, or the Other Personal Injury Actions, concern recalls other~~ than ~~the~~Reporting Ignition Switch Recall, and yet others concern both the Ignition Switch Recall and one or more other recalls (such actions are described herein interchangeably as Ignition Switch Personal Injury Actions or Other Personal Injury Actions)Costs.

~~Since~~Item ~~June~~3. ~~2014,~~Quantitative ~~Recall-Related Actions have been transferred to the United States District Court of the Southern District of New York, or the MDL Court,~~ and ~~have~~Qualitative ~~been~~Disclosures ~~consolidated~~About ~~into~~Market ~~a single case, case number 14-MD-2543 (JMF), or the MDL Proceeding~~Risk. Recall-Related Actions pending in state court have been consolidated in a separate state multi-district litigation pending in Texas. Over time, New GM has reached various agreements with certain personal injury claimants regarding possible settlement of their claims. The MDL proceedings are ongoing.

~~Concurrently~~Disclosure ~~with~~under ~~the~~this ~~proceedings~~item ~~before~~is ~~the~~not ~~MDL Court~~required, ~~New~~pursuant ~~GM took steps in the Bankruptcy Court~~ to ~~enjoin~~ the ~~Subject Recall~~no-~~Related Actions.~~action Inletter ~~that respect, beginning on April 21, 2014, New GM filed a series~~ of ~~motions with~~ the ~~Bankruptcy~~SEC ~~Court seeking~~ to ~~enjoin~~ the ~~Subject~~GUC ~~Recall-Related~~Trust ~~Actions~~dated ~~and~~May ~~to enforce the Sale Order and Injunction entered on July 5~~23, 2009, or the Sale Order (under which all product liability and property damage claims arising from accidents or incidents prior to the Closing Date were to remain with Old GM as general unsecured claims), or the Motions to Enforce2012.

~~Beginning~~Item on May 16, 2014, the Bankruptcy Court entered a series of scheduling orders which identified a number of “threshold issues” to be resolved by the Bankruptcy Court, including (i) whether plaintiffs’ procedural due process rights were violated in connection with the 363 Transaction, (ii) if such due process rights were violated, what is the appropriate remedy, (iii) whether any or all of the claims asserted in the Subject Recall-Related Actions are claims against Old GM and/or the GUC Trust, and (iv) whether any such claims against Old GM and/or the GUC Trust should be dismissed as equitably moot4. ~~The~~Controls ~~GUC Trust appeared as a party in interest with respect to New GM’s Motions to Enforce~~ and ~~filed briefs in opposition thereto, asserting that none of the claims of the plaintiffs in the Subject Recall-Related Actions may be properly asserted against Old GM or the GUC Trust~~Procedures.

OnDuring ~~June 1,~~the ~~2015~~fiscal period covered by this report, the ~~Bankruptcy~~management ~~Court~~of ~~issued~~the aGUC ~~judgment~~Trust, orwith the ~~Threshold~~ ~~Issues~~participation ~~Judgment,~~of ~~which~~the ~~clarifies~~Administrative Vice President of the ~~terms~~GUC Trust Administrator, completed an evaluation of the ~~previously-issued~~effectiveness ~~Threshold~~of ~~Issues~~the ~~Decision~~design and ~~distills~~operation of the ~~Bankruptcy~~GUC ~~Court~~Trust’s ~~holdings~~disclosure controls and procedures (as defined in ~~the~~Rule ~~Threshold~~13a-15(e) ~~Issues~~of ~~Decision~~the Securities ~~into~~Exchange aAct ~~binding~~of ~~order~~1934, as amended). ~~The~~Based ~~Threshold~~on ~~Issues~~this ~~Judgment~~evaluation, ~~provides~~the GUC Trust’s management, in ~~pertinent~~including ~~part~~that Administrative Vice President of the GUC Trust Administrator, has concluded that:, as of the end of the fiscal period covered by this report, the GUC Trust’s disclosure controls and procedures were effective. There were no material changes in the GUC Trust’s internal control over financial reporting during the fiscal period covered by this report.

~~(i)~~31 The plaintiffs in the Ignition Switch Economic Loss Actions suffered a due process violation with respect to the Sale Order, whereas the plaintiffs in the Ignition Switch Personal Injury Actions did not suffer a due process violation with respect to the Sale Order;

~~(iii)~~PART ~~Any~~II—OTHER ~~claims~~INFORMATION asserted in the Ignition Switch Economic Loss Actions and the Ignition Switch Personal Injury Actions that relate to actions of Old GM are enjoined from being pursued against New GM on successor liability grounds;

~~(iv)~~Item ~~The~~1. ~~Plaintiffs~~Legal in the Ignition Switch Economic Loss Actions and the Ignition Switch Personal Injury Actions may seek authorization to file late claims in bankruptcy against Old GM but such claims against the GUC Trust are equitably moot, and thus the assets of the GUC Trust cannot be utilized to satisfy any claims that may be filed by plaintiffs in the Ignition Switch Economic Loss Actions and Ignition Switch Personal Injury Actions after the date of entry of the Threshold Issues Judgment (the “Equitable Mootness Finding”); and Proceedings

~~(v)~~General ~~Pursuant~~Motors toProduct ~~section~~Recalls 502(j) of the Bankruptcy Code, assets of the GUC Trust may be used to satisfy previously allowed or disallowed claims that are reconsidered for cause. Hence, any person who holds a previously allowed or disallowed claim may seek to have that claim reconsidered by the Bankruptcy Court, and in the event that any such claimant prevails in an application for reconsideration, the resulting additional allowed claims could dilute the recoveries of holders of GUC Trust Units.

40Since the beginning of 2014, New GM has recalled millions of vehicles due to defective ignition switches, including, but not limited to, the Ignition Switch Recall, and has recalled millions of additional vehicles to address certain electrical and other safety concerns, including other defects related to the ignition switch. Many of the vehicles affected by the foregoing recalls were manufactured or sold prior to July 10, 2009, or the Closing Date, the date on which the sale of substantially all of the assets of Old GM pursuant to the MSPA was completed.

~~Table~~In its quarterly report on Form 10-Q filed July 29, 2020, New GM disclosed that over 100 putative class actions were pending against New GM in various courts in the United States and Canada seeking compensatory and other damages and other relief for economic losses allegedly resulting from one or more of ~~Contents~~the recalls announced in 2014 and/or the underlying condition of vehicles covered by those recalls. Certain of these over 100 cases concern the Ignition Switch Recall. In addition, New GM disclosed that several hundreds of other actions were pending against New GM in various courts in the United States and Canada seeking compensatory and other damages and other relief for personal injury and other claims allegedly arising from accidents that occurred as a result of the underlying condition of the vehicles subject to the recalls initiated by New GM. Certain of these cases concern the Ignition Switch Recall and certain other cases concern recalls other than the Ignition Switch Recall.

~~The~~Since ~~Equitable~~June ~~Mootness~~2014, ~~Finding~~Recall-Related ~~became binding on plaintiffs in the Other Economic Loss~~ Actions ~~and~~have ~~Other~~been ~~Personal~~transferred ~~Injury Actions pursuant~~ to athe ~~decision~~United ~~and~~States ~~order~~District ~~of the Bankruptcy~~ Court ~~dated~~of ~~September 3, 2015. Certain plaintiffs appealed~~ the ~~Threshold~~Southern ~~Issues~~District ~~Decision~~of ~~and~~New ~~Threshold Issues Judgment and~~York, onor ~~July 13, 2016,~~ the ~~Second~~MDL ~~Circuit held~~Court, inand ~~pertinent~~have ~~part,~~been ~~that~~consolidated ~~plaintiffs~~into ina ~~the~~single ~~Ignition~~case, ~~Switch~~case ~~Personal~~number ~~Injury Actions involved in pre~~14-~~closing~~MD-2543 ~~accidents~~(JMF), or the ~~Ignition~~MDL ~~Switch Pre~~Proceeding. Recall-~~Closing~~Related ~~Accident~~Actions ~~Plaintiffs,~~pending ~~and plaintiffs~~ in ~~the~~state ~~Ignition~~court ~~Switch~~have been ~~Economic~~consolidated ~~Loss~~in ~~Actions~~a ~~who~~separate ~~acquired~~state ~~their vehicles pre~~multi-~~closing~~district ~~were~~litigation ~~entitled~~pending ~~to,~~in ~~but~~Texas. ~~did~~Over ~~not receive~~time, ~~direct-mail~~New ~~notice of the Sale because Old~~ GM ~~“knew~~has orreached ~~reasonably~~various ~~should~~agreements ~~have known about the ignition switch defect prior to bankruptcy.” The Second Circuit also noted that it could not say~~ with ~~fair~~certain ~~assurance~~personal ~~that~~injury ~~the~~claimants ~~outcome~~regarding ~~of the~~possible ~~Sale~~settlement ~~would have been the same had Old GM given plaintiffs adequate notice~~ of ~~the ignition switch defect and the Sale, and these plaintiffs voiced~~ their ~~objections to those provisions of the Sale Order barring their~~ claims ~~against New GM~~. ~~Accordingly,~~ ~~the~~The ~~Second~~MDL ~~Circuit~~proceedings ruled that enforcing the Sale Order against the Ignition Switch Pre-Closing Accident Plaintiffs and the Ignition Switch Economic Loss Plaintiffs would violate their procedural due process rights in these circumstances, and therefore, they cannot be bound by the terms of the Sale Order. As a result, the court held that those plaintiffs are ~~not enjoined from pursuing claims against New GM~~ongoing.

~~The~~Concurrently ~~Second~~with ~~Circuit~~the ~~further~~proceedings ~~held~~before ~~that~~ the ~~Bankruptcy~~MDL Court’s, ~~Equitable~~plaintiffs ~~Mootness~~have ~~Finding~~sought ~~was~~to ~~purely~~file ~~advisory~~claims asagainst itthe ~~determined~~GUC Trust in the Bankruptcy Court on account of Recall-Related Actions. Litigation regarding whether these plaintiffs can file late proofs of claim has been ongoing in the Bankruptcy Court ~~lacked~~since ~~subject~~2016, ~~matter~~and ~~jurisdiction.~~the ~~The~~GUC ~~Second~~Trust ~~Circuit~~attempted ~~did~~to ~~not~~settle with the Economic Loss Plaintiffs on three separate occasions. On March 27, ~~however~~2020, ~~express~~the ~~any~~GUC ~~opinion~~Trust asentered into a settlement with the Economic Loss Plaintiffs and New GM, which was amended on May 1, 2020 to include the ~~merits~~Avoidance Action Trust. Key terms of ~~whether~~the ~~claims~~Amended Settlement Agreement include (i) the GUC Trust shall pay $50 million in settlement consideration in return for a release from all class members asserting a Recall Related Action based on economic loss against the GUC Trust; ~~would~~(ii) the GUC Trust shall be ~~equitably~~entitled ~~moot~~to ifmake ~~brought~~a ~~against~~$300 million Excess Distribution to its Unitholders; and (iii) the GUC Trust shall release any and all potential claims against New GM, including the ability to seek the Adjustment Shares.

InThis ~~addition,~~description ~~the~~is ~~Second~~a ~~Circuit~~summary ~~held~~of ~~that~~key ~~the~~terms ~~Sale~~only, ~~Order~~and ~~cannot~~does ~~enjoin~~not ~~independent~~purport ~~claims relating~~ to ~~New~~describe ~~GM’s~~all ~~post-Sale~~terms ~~conduct.~~of Itthe ~~also held~~Amended ~~that~~Settlement ~~claims~~Agreement byand ~~plaintiffs in~~ the Amended ~~Ignition~~Settlement ~~Switch~~Agreement ~~Economic~~is ~~Loss~~incorporated ~~Actions~~herein ~~who~~by ~~bought~~reference ~~used~~to GMExhibit ~~vehicles~~10.1 ~~post-Sale,~~to orthe ~~Used~~Current ~~Car~~Report ~~Purchasers,~~on ~~are~~Form ~~not~~8-K ~~bound~~filed by the ~~Sale~~GUC ~~Order~~Trust ~~and,~~on ~~therefore~~May 5, ~~are not enjoined from pursuing claims against New GM for their losses, because those claimants lacked a pre-Sale connection to Old GM at the time Old GM filed its bankruptcy petition~~2020.

The ~~Second~~Amended ~~Circuit~~Settlement ~~remanded~~Agreement does not address or resolve claims based upon personal injury and/wrongful death. Litigation surrounding Personal Injury Actions continues in the ~~case~~Bankruptcy toCourt. On July 23, 2020, the Bankruptcy Court ~~for~~heard itoral argument regarding the ability of the remaining personal injury and wrongful death claimants to ~~conduct~~file ~~further~~late ~~proceedings~~proofs of claim. ~~Thereafter~~On July 24, 2020, the ~~Second~~Bankruptcy ~~Circuit~~Court ~~denied~~sustained ~~New GM~~the GUC Trust’s ~~petition~~objection ~~for~~regarding ~~rehearing,~~fifty-nine potential Personal Injury Actions plaintiffs and, ondenied ~~April 24~~their request to file late claims against the GUC Trust. On August 11, ~~2017~~2020, the ~~Supreme~~Bankruptcy Court of denied the ~~United~~twenty ~~States~~remaining ~~denied~~potential ~~New~~Personal GMInjury Actions plaintiffs’s ~~petition~~request ~~for~~to afile ~~writ~~late ofclaims ~~certiorari~~against the GUC Trust. There are no remaining Personal Injury Actions pending before the Bankruptcy Court.

On December 13, 2016, the Bankruptcy Court entered an Order to Show Cause directing the parties to address the following, the 2016 Threshold Issues: (1) whether the Ignition Switch Recall encompasses only claims stemming from NHTSA Recall No. 14v047, or whether it includes other recalls; (2) whether Other ~~Economic~~Matters Loss Actions asserting claims based solely on New GM’s independent conduct may proceed; (3) whether and how Used Car Purchasers may proceed against New GM; (4) whether plaintiffs involved in post-Closing Date accidents may bring successor liability actions against New GM; and (5) whether any plaintiffs may file late proofs of claim against the GUC Trust. Plaintiffs and New GM submitted briefs and presented argument on topics one through four, but the GUC Trust opted not to brief or present argument on those topics. On July 12, 2017, the Bankruptcy Court issued its decision on the first four 2016 Threshold Issues, holding that “(i) only plaintiffs with the Ignition Switch Defect in a Subject Vehicle are Ignition Switch Plaintiffs; (ii) used car purchasers are bound by the Sale Order to the same extent as their predecessors in interest; and (iii) claims for punitive damages against New GM, based on Old GM conduct, are barred by the Bankruptcy Code’s priority scheme.” New GM and various plaintiffs appealed certain of the Bankruptcy Court’s decisions relating to the 2016 Threshold Issues. On May 29, 2018, the United States District Court, sitting as an appellate court, affirmed the Bankruptcy Court rulings in part and vacated in part, remanding for further proceedings. See Opinion and Order, Docket No. 95, 17-cv-6196 (JMF).

~~Pursuant~~On toJanuary 21, ~~the~~2019, Celestine ~~Order~~and toLawrence ~~Show~~Elliott ~~Cause~~filed ~~issued~~a bymotion ~~the~~to ~~Bankruptcy~~assert ~~Court,~~a onlate ~~December 22,~~claim ~~2016~~against Old GM, ~~various~~and ~~plaintiffs~~a ~~moved~~draft of the ~~Bankruptcy~~proof ~~Court for~~of ~~permission~~claim to(which ~~file~~purports ~~late~~to ~~claims~~be ~~against~~an ~~the~~individual ~~GUC~~and ~~Trust.~~class ~~Specifically,~~claim) ~~Ignition~~that ~~Switch~~the ~~Economic~~Elliotts ~~Loss~~seek ~~Action~~to ~~plaintiffs~~file ~~filed~~relating ato ~~proposed~~issues ~~class~~with ~~proof~~the ofdriver ~~claim~~door module on ~~behalf~~their of2006 ~~individuals~~Chevrolet ~~whose~~Trailblazer ~~vehicles~~(the ~~were~~“Trailblazer ~~recalled~~Late inClaim ~~NHTSA~~Motion”). ~~Recall~~As ~~No.~~explained ~~14v047;~~in ~~Other Economic~~the ~~Loss~~Trailblazer ~~Action~~Late ~~plaintiffs~~Claim ~~filed~~Motion, athe ~~proposed~~Elliott’s ~~class~~2006 ~~proof~~Chevrolet ofTrailblazer ~~claim~~was onsubject ~~behalf~~to ofrecalls ~~individuals~~for ~~whose~~an ~~cars~~issue ~~were~~with ~~subject~~the todriver ~~other~~door ~~New~~module starting GMin ~~recalls;~~2012 and ~~175~~continuing ~~Ignition~~through ~~Switch~~2014, ~~Pre-Closing~~NHTSA ~~Accident~~Campaign ~~Plaintiffs~~Nos. ~~each filed~~12V406000, a13V248000, ~~proposed~~14V404000 ~~proof~~and ~~of claim~~15V599000. ~~Together,~~The ~~these~~GUC ~~motions~~Trust ~~are~~timely objected to the Trailblazer Late ~~Claims~~Claim ~~Motions~~Motion. OnThe ~~July 28,~~Bankruptcy ~~2017,~~Court ~~counsel~~heard ~~for~~oral ~~171~~argument ~~so-called~~on ~~“Additional~~May 23, ~~Pre-Closing~~2019. On ~~Accident~~May 28, ~~Plaintiffs”~~2019, ~~filed~~the aBankruptcy ~~motion~~Court ~~with~~issued the ~~Bankruptcy~~Memorandum ~~Court~~Opinion ~~for~~and ~~authority~~Order Denying Motion to ~~file~~Permit ~~late~~Filing ~~claims~~of ~~against~~Late Claim [ECF No. 14516] denying the ~~GUC~~Trailblazer ~~Trust~~Late Claim Motion. ~~Counsel~~The ~~for~~Elliotts appealed the ~~Additional~~Bankruptcy ~~Pre-Closing~~Court’s ~~Accident~~order denying ~~Plaintiffs~~their ~~supplemented~~Trailblazer ~~their~~Late ~~motion by~~Claim ~~adding~~Motion. ~~113~~The ~~additional~~appeal ~~plaintiffs~~is fully briefed and on ~~August~~June 126, ~~2017~~2020, ~~and~~the 64United ~~additional~~States ~~plaintiffs~~District onCourt ~~September 22,~~of ~~2017,~~the ~~bringing~~Southern District of New York (the ~~total~~“District toCourt”) ~~348~~entered ~~Additional~~an ~~Pre-Closing~~opinion ~~Accident~~and ~~Plaintiffs.~~order Onaffirming ~~December 4,~~the ~~2017,~~decision ~~counsel~~of ~~for~~ the ~~Ignition~~Bankruptcy ~~Switch~~Court. ~~Pre-Closing~~The ~~Accident~~Elliotts ~~Plaintiffs~~did ~~filed~~not aseek ~~notice~~to ofappeal ~~withdrawal~~the asDistrict ~~counsel~~Court ofdecision ~~record~~to ~~for~~the 30Second ~~claimants~~Circuit within the required time limits, ~~bringing~~and thus the ~~total~~Bankruptcy toCourt ~~145~~and ~~Ignition~~District ~~Switch~~Court ~~Pre-Closing~~decisions ~~Accident~~are ~~Plaintiffs~~now final, non-appealable orders.

~~The~~On ~~Bankruptcy Court has not set a schedule for deciding the Late Claims Motions or for addressing the motion by the Additional Pre-Closing Accident Plaintiffs. In an Order dated March~~July 222, ~~2017~~2020, the ~~Bankruptcy Court gave permission to the~~ GUC Trust ~~and~~filed ~~New~~a GMmotion toseeking ~~serve each~~authority ~~of the plaintiffs in the Late Claims Motions related~~ to reimburse ~~the~~certain ~~Ignition~~unaffiliated ~~Switch~~holders ~~Defect~~of ~~with interrogatories designed to elicit relevant facts related to the Late Claims Motions. In addition, the Bankruptcy Court ordered the~~ GUC Trust, ~~New~~Units ~~GM,~~for fees and ~~the~~ ~~plaintiffs~~expenses inincurred ~~the~~through ~~Late~~May ~~Claims~~2020 ~~Motions~~totaling ~~to file briefs addressing whether the plaintiffs must satisfy the standard set forth~~ in ~~Pioneer~~excess ~~Investment~~of ~~Services Co~~$8. v0 million. ~~Brunswick~~On ~~Associates~~August ~~Limited Partnership~~7, ~~507 U.S. 380 (1993)~~2020, ~~to obtain authority to file late proofs of claim, and whether and as of when some or all of~~ the ~~proponents of the Late Claim Motions are the beneficiaries of a tolling agreement with respect to the time for filing the Late Claim Motions. The~~ Bankruptcy Court ~~has~~ ~~not~~entered ~~yet~~an ~~scheduled~~order ~~oral~~approving ~~argument~~such toreimbursement ~~discuss~~from Distributable ~~those issues~~Cash.

41Other than the foregoing, during the quarter ended June 30, 2020, no material changes occurred with respect to any legal proceedings relating to the GUC Trust, as compared to the disclosures included in the GUC Trust’s prior filings with the SEC.

~~Table~~32 ~~of Contents~~

~~The~~Item effectiveness of the Forbearance Agreement was subject to, among other things, Bankruptcy Court approval and was scheduled to terminate automatically on December 29, 2017 if the Bankruptcy Court had not approved it by that date1A. ~~New~~Risk ~~GM and the GUC Trust extended the automatic termination date to February 28, 2018 and the Forbearance Agreement terminated automatically on that date~~Factors.

~~Counsel~~No ~~for~~assurance ~~the~~may ~~Ignition~~be ~~Switch~~given ~~Economic~~that ~~Loss~~claims ~~Action~~relating ~~and~~to ~~Other~~accidents ~~Economic~~or ~~Loss Action~~other ~~Plaintiffs~~incidents, ~~certain~~including ~~Ignition~~recalls ~~Switch~~involving ~~Pre-Closing~~General ~~Accident~~Motors ~~Plaintiffs, and Additional Pre-Closing Accident Plaintiffs maintained that the Proposed Plaintiff~~vehicles ~~Settlement~~manufactured ~~was~~or ~~binding~~sold onprior ~~the~~to ~~GUC~~July ~~Trust~~10, ~~notwithstanding that the agreement was never executed~~2009, and,/or onsettlements ~~September 11,~~previously ~~2017,~~reached ~~filed~~with aplaintiffs ~~motion~~asserting tosuch ~~enforce~~claims, ~~the~~will ~~Proposed~~not ~~Plaintiff~~adversely ~~Settlement~~affect in the ~~Bankruptcy~~GUC ~~Court. On September 12~~Trust, ~~2017,~~its ~~the~~assets ~~GUC Trust~~or ~~filed a motion to authorize~~ the ~~Forbearance Agreement with New GM, which New GM joined~~Plan.

OnNo ~~January 18,~~assurance ~~2018,~~may ~~the~~be ~~Bankruptcy Court~~given ~~entered~~that ~~the~~claims ~~Enforcement~~relating ~~Decision,~~to ~~denying~~accidents ~~the~~or ~~motion~~other ofincidents, ~~the~~including ~~plaintiffs~~recalls toinvolving ~~enforce~~General ~~the~~Motors ~~Proposed~~vehicles manufactured ~~Plaintiff~~or ~~Settlement.~~sold Inprior ~~denying~~to ~~that~~July 10, ~~motion~~2009, ~~the~~and/or ~~Bankruptcy~~settlements ~~Court~~previously ~~found~~reached ~~that~~with ~~the~~plaintiffs ~~unexecuted~~asserting ~~Proposed~~such ~~Plaintiff~~claims, ~~Settlement~~will ~~was~~ not ~~enforceable because~~become itallowed ~~contained~~claims anand ~~unambiguous~~thereby ~~provision~~dilute ~~that~~the itremaining ~~would~~assets ~~not~~of ~~become~~the ~~enforceable~~GUC ~~until executed~~Trust. InSince ~~so holding, however,~~ the ~~Bankruptcy~~beginning ~~Court~~of ~~also~~2014, ~~made~~New GM ~~certain~~has ~~negative~~recalled ~~findings~~millions of ~~fact~~vehicles ~~with~~due ~~respect~~ to ~~the~~defective ~~GUC~~ignition ~~Trust~~switches, ~~which~~including, ~~findings~~but ~~the~~not ~~GUC~~limited ~~Trust disputes.~~to, ~~After~~the ~~due~~Ignition ~~deliberation~~Switch Recall, ~~the~~and ~~GUC~~has ~~Trust~~recalled ~~determined~~millions ~~that~~more itvehicles ~~would~~to ~~not~~address ~~seek~~certain toelectrical ~~appeal~~and ~~such~~other ~~findings~~safety concerns. Many Aof ~~copy~~the vehicles ofaffected by the ~~Enforcement~~foregoing ~~Decision~~recalls ~~was~~were ~~filed~~manufactured asor ansold ~~exhibit~~prior to July 10, 2009, or the ~~GUC~~Closing ~~Trust’s~~Date, ~~Current~~the ~~Report~~date on ~~Form 8-K~~which ~~filed~~the ~~with~~sale of substantially all of the ~~SEC~~assets onof ~~January 24,~~Old ~~2018~~GM pursuant to the MSPA was completed.

AsIn ~~previously~~its ~~disclosed,~~quarterly ~~including~~report ~~most recently in the GUC Trust’s Annual Report~~ on Form 10-KQ filed ~~on June~~July 429, ~~2019~~2020, onNew ~~April 25,~~GM ~~2018,~~disclosed ~~the~~that ~~GUC~~over ~~Trust~~100 putative ~~entered~~class ~~into~~actions ~~the~~were ~~Settlement~~pending ~~Agreement~~against ~~with~~New ~~certain~~GM ~~plaintiffs~~in tovarious ~~settle~~courts in the ~~Late~~United ~~Claims Motions~~States and ~~various~~Canada ~~related~~seeking ~~issues,~~compensatory ~~which~~and ~~was~~other ~~subject~~damages toand ~~Bankruptcy~~other ~~Court~~relief ~~approval. The Settlement Agreement filed~~ for ~~approval~~economic ~~with~~losses ~~the~~allegedly ~~Bankruptcy~~resulting ~~Court~~from ~~provided~~one ~~for~~or ~~the~~more ~~following: (a) upon entry~~ of athe ~~Bankruptcy~~recalls ~~Court~~announced ~~order~~in ~~approving~~2014 ~~procedures~~and/or ~~for~~the ~~notifying~~underlying ~~plaintiffs~~condition of ~~the~~vehicles ~~proposed~~covered ~~settlement,~~by ~~the~~those ~~GUC~~recalls. ~~Trust~~In ~~would pay the reasonable costs and expenses of providing such notice~~addition, upNew toGM adisclosed ~~maximum~~that ofseveral ~~$6.0 million;~~hundreds ~~(b) upon entry~~ of aother ~~Bankruptcy~~actions ~~Court~~were ~~order~~pending ~~approving~~against ~~the settlement~~New ~~documented~~GM in ~~the~~various ~~Settlement~~courts ~~Agreement,~~in the ~~GUC~~United ~~Trust~~States ~~would~~and ~~pay~~Canada ~~the~~seeking ~~Settlement~~compensatory ~~Payment~~and ofother damages ~~$15.0 million~~and toother arelief ~~fund~~ for ~~the~~personal ~~benefit~~injury ofand ~~certain~~other ~~plaintiffs;~~claims ~~(c) concurrently~~allegedly ~~with~~arising ~~the~~from ~~Settlement~~accidents ~~Payment,~~that ~~all~~occurred ~~plaintiffs~~as ~~would~~a ~~be deemed~~result toof ~~irrevocably~~the ~~waive~~underlying ~~and~~condition ~~release~~of ~~all present and future claims against~~ the ~~GUC~~vehicles ~~Trust~~subject ~~related~~ to the ~~issues~~recalls ~~underlying~~initiated ~~the~~by ~~Late~~New ~~Claims~~GM. ~~Motions;~~Many ~~(d) the GUC Trust would seek entry~~ of anthese ~~order~~plaintiffs ~~estimating~~have ~~the amount of plaintiffs’~~also ~~claims,~~sought ~~which~~the ~~could,~~ability ~~depending~~to onfile ~~the~~late ~~amount~~proofs of ~~the~~claim ~~Bankruptcy~~against ~~Court’s~~the ~~estimate,~~GUC ~~trigger~~Trust (the ~~obligation~~“Late ofClaims ~~New GM to issue Additional Shares; (e~~Motions”) ~~any~~. ~~and~~For ~~all~~additional ~~Additional~~information ~~Shares~~about ~~issued as a result of~~ the ~~entry~~bankruptcy ofproceedings arelated ~~claims~~to ~~estimation order would be placed in a fund for~~ the ~~exclusive~~Economic ~~benefit~~Loss ofActions ~~certain plaintiffs;~~ and ~~(f) concurrently with~~ the ~~making~~Personal ofInjury ~~the Settlement Payment~~Actions, ~~all~~see “General ~~holders~~Motors ofProduct ~~beneficial~~Recalls” ~~interest~~ in ~~the~~Part ~~GUC Trust~~II, asItem ~~well~~1 as(“Legal ~~the~~Proceedings”) ~~defendants in the Term Loan Avoidance Action, would be deemed to irrevocably waive and release any and all rights to the Additional Shares~~above.

AsOther ~~previously~~than ~~disclosed, including most recently on~~ the ~~GUC Trust’s Annual Report on Form 10-K filed June 4~~foregoing, ~~2019,~~there ~~on May 22, 2018, the GUC Trust entered into an amended version of the Settlement Agreement intended to clarify the~~have ~~intent~~been ofno ~~certain~~material ~~provisions~~changes ofregarding ~~the~~risk ~~Settlement~~factors ~~Agreement.~~from ~~The~~what ~~amendments~~was ~~were~~previously ~~intended~~included toin ~~clarify that~~ the ~~Bankruptcy~~Annual ~~Court’s~~Report ~~estimation~~on ofForm ~~the~~10-K ~~plaintiffs’ claims against the GUC Trust, while subject to appeal, would not afford the plaintiffs the ability to seek jury trials to determine the amount of individual claims~~ for ~~distribution purposes. The amendments were intended to further clarify that, if~~ the ~~Settlement~~year ~~Agreement~~ended ~~were~~March ~~to be approved~~31, ~~the~~2020 ~~plaintiffs~~filed ~~would~~with ~~be subject to a complete and irrevocable waiver and release in regards to any claims against~~ the ~~GUC~~SEC ~~Trust~~on orJune ~~the GUC Trust Assets (as defined in the Settlement Agreement) upon payment of the Settlement Payment. Lastly~~3, the amendments were intended to clarify that the plaintiffs would also waive jury trial rights in regards to the determination of the amount of individual claims that are estimated for allowance purposes2020.

42Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~Table~~Disclosure under this item is not required, pursuant to the no-action letter of ~~Contents~~the SEC to the GUC Trust dated May 23, 2012.

AtItem a case management conference on May 25, 2018, the Bankruptcy Court requested briefing on whether a class of economic loss plaintiffs must be certified pursuant to Federal Rule of Civil Procedure 23 prior to approval of the Settlement Agreement and related issues3. ~~Simultaneous~~Defaults ~~briefs~~Upon onSenior ~~that issue were filed on June 12, 2018, and the Bankruptcy Court heard oral argument on those issues on July 19, 2018~~Securities. As previously disclosed, including most recently in the GUC Trust’s Annual Report on Form 10-K filed on June 4, 2019, on September 25, 2018, the Bankruptcy Court issued the Memorandum Opinion and Order Concluding that the Signatory Plaintiffs and the GUC Trust Must Satisfy Civil Rule 23 for the Proposed Settlement to be Approved and Denying Three Pending Motions Without Prejudice [Docket No. 14374] (the “Rule 23 Decision”). The Rule 23 Decision concluded that a Rule 23 class certification of the economic loss claimants is required before the Bankruptcy Court can approve the Settlement Agreement, which Settlement Agreement contemplated resolution and estimation of the claims of millions of economic loss plaintiffs. The Bankruptcy Court also noted that while “[t]he Proposed Settlement makes a lot of sense, ending years of uncertainty and litigation and providing Claimants with the possibility of recovery . . . approval of the Proposed Settlement first requires Rule 23 class certification for settlement purposes.” In the absence of class certifications, the Bankruptcy Court found that each economic loss plaintiff would be required to individually file his or her own claim.

~~After~~Disclosure ~~resumption~~under ofthis ~~settlement~~item ~~negotiations~~is ~~between~~not ~~the GUC Trust and the Signatory Plaintiffs~~required, aspursuant previously disclosed, including most recently in the GUC Trust’s Annual Report on Form 10-K filed on June 4, 2019, on February 1, 2019, the GUC Trust entered into the Revised Settlement Agreement. Also on February 1, 2019, the GUC Trust Administrator filed the Motion of Motors Liquidation Company GUC Trust to ~~Approve (I)~~ the GUC Trust Administrator’s Actions (II) the Settlement Agreement by and Among the Signatory Plaintiffs and the GUC Trust Pursuant to Bankruptcy Code Sections 105, 363, and 1142 and Bankruptcy Rules 3002, 9014 and 9019 and (III) Authorize the Reallocation of GUC Trust Assets [Docket No. 14409] (the “Settlement Approval Motion”) with the Bankruptcy Court seeking (i) court approval of actions to be undertaken by the GUC Trust Administrator under the terms of a proposed settlement between and among the GUC Trust Administrator, certain Ignition Switch Plaintiffs, certain Nonno-~~Ignition~~action ~~Switch~~letter Plaintiffs and certain Pre-Closing Accident Plaintiffs (as those terms are defined in the Settlement Approval Motion) and (ii) authorization to, among other things, reallocate and use up to $13.72 million in GUC Trust Distributable Assets for the purposes of ~~funding notice costs contemplated by~~ the ~~Revised~~SEC Settlement Agreement. The Revised Settlement Agreement also contemplated that within three (3) business days of entry of the Final Approval Order (as defined therein), the GUC Trust would file a motion to ~~estimate~~ the ~~aggregate allowed General Unsecured Claims of Economic Loss Plaintiffs and certain Pre-Closing Accident Plaintiffs against Sellers and/or the~~ GUC Trust ~~pursuant~~dated toMay ~~Bankruptcy Code Section 502 (c)~~23, ~~Section 5~~2012.1 ~~of the GUC Trust Agreement, Section 7.3 of the Plan, Section 3.2(c) of the MSPA and the Side Letter.~~

~~Before~~Item the Bankruptcy Court held oral argument on the Revised Settlement Agreement, on August 6, 2019, Judge Furman entered his opinion and order regarding New GM’s Motion for Summary Judgment as to the Bellwether Economic Loss Plaintiffs’ Claims for Benefit-of-the-Bargain Damages rejecting the Economic Loss Plaintiffs theory of damages and eliminating the Economic Loss Plaintiffs’ ability to recover damages under their “benefit of the bargain” theory in the Bellwether states of California, Texas and Missouri4. ~~The~~Mine ~~Economic~~Safety ~~Loss Plaintiffs were asserting the same damages theory against the GUC Trust in the bankruptcy~~Disclosures.

AsNot a result of Judge Furman’s August 6, 2019 decision, on September 25, 2019, the GUC Trust terminated the Revised Settlement Agreement and has requested a briefing schedule for the issues relating to whether Economic Loss Plaintiffs and certain Personal Injury Wrongful Death Plaintiffs can file late claims against the GUC Trustapplicable. On January 28, 2020, the Bankruptcy Court established a briefing schedule for the remaining Personal Injury Wrongful Death Plaintiffs that provides for briefing to be completed by May 11, 2020. The GUC Trust Administrator continues to negotiate with the Economic Loss Plaintiffs and, to date, no briefing schedule for Economic Loss Plaintiffs has been agreed upon.

~~Other~~Item ~~Matter~~5. Other Information.

On January 21, 2019, Celestine and Lawrence Elliott filed a motion to assert a late claim against Old GM, and a draft of the proof of claim (which purports to be an individual and class claim) that the Elliotts seek to file relating to issues with the driver door module on their 2006 Chevrolet Trailblazer (the “Trailblazer Late Claim Motion”)None. As explained in the Trailblazer Late Claim Motion, the Elliott’s 2006 Chevrolet Trailblazer was subject to recalls for an issue with the driver door module starting in 2012 and continuing through 2014, NHTSA Campaign Nos. 12V406000, 13V248000, 14V404000 and 15V599000. The GUC Trust timely objected to the Trailblazer Late Claim Motion. The Bankruptcy Court heard oral argument on May 23, 2019. On May 28, 2019, the Bankruptcy Court issued the Memorandum Opinion and Order Denying Motion to Permit Filing of Late Claim [ECF No. 14516] denying the Trailblazer Late Claim Motion. The Elliotts have appealed and that appeal remains pending.

~~Other~~33 than the foregoing, during the quarter ended December 31, 2019, no material changes occurred with respect to any legal proceedings relating to the GUC Trust, as compared to the disclosures included in the GUC Trust’s prior filings with the SEC.

~~Table~~Item of6. ~~Contents~~Exhibits.

Item 1A. Risk Factors.


Exhibit No.		Description

10.1		Amended Settlement Agreement (incorporated herein by reference to Exhibit 99.1 of the Motors Liquidation Company GUC Trust Current Report on Form 8-K filed May 1, 2020).

31*		Rule 13a-14(a) Certification

32**		Section 1350 Certification

101*		Interactive Data Files

No* ~~assurance~~filed may be given that claims relating to accidents or other incidents, including recalls involving General Motors vehicles manufactured or sold prior to July 10, 2009, and/or settlements previously reached with plaintiffs asserting such claims, will not adversely affect the GUC Trust, its assets or the Plan. herewith

No** ~~assurance~~furnished may be given that claims relating to accidents or other incidents, including recalls involving General Motors vehicles manufactured or sold prior to July 10, 2009, will not become allowed claims and thereby dilute the remaining assets of the GUC Trust and possibly even require claw back of previous distributions. herewith

~~Since~~34 the beginning of 2014, New GM has recalled millions of vehicles due to defective ignition switches, including, but not limited to, the Ignition Switch Recall, and has recalled millions more vehicles to address certain electrical and other safety concerns. Many of the vehicles affected by the foregoing recalls were manufactured or sold prior to July 10, 2009, or the Closing Date, the date on which the sale of substantially all of the assets of Old GM pursuant to the MSPA was completed.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller Reporting Company

Emerging growth company

~~Other~~SIGNATURES ~~Matter~~

~~On January 21,~~Pursuant ~~2019, Celestine and Lawrence Elliott filed a motion~~ to ~~assert a late claim against Old GM, and a draft of~~ the ~~proof~~requirements of ~~claim (which purports to be an individual and class claim) that~~ the ~~Elliotts~~Securities ~~seek~~Exchange toAct ~~file~~of ~~relating to issues with the driver door module on their 2006 Chevrolet Trailblazer (the “Trailblazer Late Claim Motion”). As explained in the Trailblazer Late Claim Motion~~1934, the ~~Elliott’s~~registrant ~~2006~~has ~~Chevrolet~~duly ~~Trailblazer~~caused ~~was~~this ~~subject~~report to ~~recalls~~be ~~for~~signed anon ~~issue~~its ~~with~~behalf ~~the~~by ~~driver door module starting in 2012 and continuing through 2014, NHTSA Campaign Nos. 12V406000, 13V248000, 14V404000 and 15V599000. The GUC Trust timely objected to~~ the ~~Trailblazer~~undersigned ~~Late~~thereunto ~~Claim~~duly ~~Motion~~authorized. The Bankruptcy Court heard oral argument on May 23, 2019. On May 28, 2019, the Bankruptcy Court issued the Memorandum Opinion and Order Denying Motion to Permit Filing of Late Claim [ECF No. 14516] denying the Trailblazer Late Claim Motion. The Elliotts have appealed and that appeal remains pending.

~~Remaining~~Date: ~~distributions~~August ~~with respect to the GUC Trust Units are principally contingent on the approval of the Excess Distribution Motion~~12, ~~which~~2020 ~~the Bankruptcy Court has continued to a date not yet set, and the outcome of litigation regarding the Late Claims Motions.~~

~~The~~MOTORS ~~amount~~LIQUIDATION ofCOMPANY ~~remaining~~GUC ~~Distributable~~TRUST ~~Cash~~By: ~~that~~Wilmington ~~is ultimately distributed to each GUC~~ Trust ~~Unit~~Company, ~~beneficiary~~not ~~will~~in ~~principally~~its ~~depend~~individual ~~on the approval of the Excess Distribution Motion~~capacity, ~~which~~but ~~the~~solely ~~Bankruptcy~~in ~~Court~~its ~~has~~capacity ~~continued~~as totrust aadministrator ~~date not yet set,~~ and ~~the~~trustee ~~outcome~~ of ~~litigation regarding~~ the ~~Late~~Motors ~~Claims~~Liquidation ~~Motions.~~Company ItGUC isTrust ~~not~~By: ~~possible to predict whether and~~/ors/ ~~when~~David ~~the~~A. ~~Excess~~Vanaskey ~~Distribution Motion~~Jr. ~~will~~Name: beDavid ~~approved~~A. orVanaskey ~~the outcome of such litigation~~Jr. ~~Thus,~~Title: ~~the~~Administrative ~~aggregate~~Vice ~~amount~~President of ~~Distributable~~Wilmington ~~Cash that is ultimately available for distribution in respect of the GUC~~ Trust ~~Units is not presently determinable. For additional information about the Excess Distribution Motion, see Note 4 (“Liquidating Distributions”) to the financial statements above.~~ Company

~~Other~~35 than the foregoing, there have been no material changes regarding risk factors from what was previously included in the Annual Report on Form 10-K for the year ended March 31, 2019 filed with the SEC on June 4, 2019.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Disclosure under this item is not required, pursuant to the no-action letter of the SEC to the GUC Trust dated May 23, 2012.

Item 3. Defaults Upon Senior Securities.

Disclosure under this item is not required, pursuant to the no-action letter of the SEC to the GUC Trust dated May 23, 2012.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.		Description
31*		Rule 13a-14(a) Certification
32**		Section 1350 Certification
101*		Interactive Data Files

* filed herewith

** furnished herewith

SIGNATURES

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 thereunto duly authorized.

Date: February 19, 2020

MOTORS LIQUIDATION COMPANY GUC TRUST By: Wilmington Trust Company, not in its individual capacity, but solely in its capacity as trust administrator and trustee of the Motors Liquidation Company GUC Trust

By: /s/ David A. Vanaskey Jr. Name: David A. Vanaskey Jr. Title: Administrative Vice President of Wilmington Trust Company

Filing Compare · Motors Liquidation Co