4. Liquidating Distributions

Liquidating distributions during the three months ended September 30, 2013, consisted of the following:


(in thousands)	Fair Value
Distributions during the three months ended September 30, 2013	$	6,484
Less: Liquidating distributions payable at June 30, 2013		(25,046	)
Add: Liquidating distributions payable at September 30, 2013		100,447

Total	$	81,885

Liquidating distributions during the six months ended September 30, 2013, consisted of the following:


(in thousands)	Fair Value
Distributions during the six months ended September 30, 2013	$	16,916
Less: Liquidating distributions payable at March 31, 2013		(16,555	)
Add: Liquidating distributions payable at September 30, 2013		100,447

Total	$	100,808

The distributions during the respective three and six month periods ended September 30, 2013, consisted of distributions to (1) holders of Resolved Disputed Claims and (2) holders of Allowed General Unsecured Claims who previously failed to fulfill informational requirements for distribution established in accordance with the GUC Trust Agreement, but subsequently successfully fulfilled such information requirements.

The GUC Trust was obligated at September 30, 2013, to distribute 1,306,105 shares of New GM Stock, 1,187,320 of New GM Series A Warrants, and 1,187,320 of New GM Series B Warrants in the aggregate to the following: (1) holders of Resolved Disputed Claims, (2) certain holders of Allowed General Unsecured Claims who had not then satisfied certain informational requirements necessary to receive these securities and (3) holders of GUC Trust Units. In addition, as of September 30, 2013, cash of approximately $13,000 was then distributable to governmental entities which are precluded by applicable law from receiving distributions of New GM Securities and for distributions in lieu of fractional shares and warrants.

As described in Note 3, the GUC Trust entered into a Settlement Agreement relating to the Nova Scotia Matter on September 26, 2013. Such Settlement Agreement provides for, among other things, (i) the reduction of certain Disputed General Unsecured Claims relating to the Nova Scotia Matter and the allowance of such claims as Allowed General Unsecured Claims (the “Settlement Claims Allowance”), (ii) a liquidating distribution to the holders of the Allowed General Unsecured Claims resulting from the Settlement Claims Allowance, in the aggregate amounts of 6,174,015 shares of New GM Common Stock, 5,612,741 New GM Series A Warrants, 5,612,741 New GM Series B Warrants and 1,550,000 GUC Trust Units as set forth in the Settlement Agreement (the “Settlement Distribution”), and (iii) a liquidating distribution of Excess GUC Trust Distributable Assets to holders of the GUC Trust Units (the “Special Excess Distribution”), at a time and in amounts to be determined following the Settlement Distribution in accordance with the terms of the Settlement Agreement. The Settlement Agreement is subject, among other things, to the receipt of final, non-appealable approvals of its terms by each of the Bankruptcy Court and the Supreme Court of Nova Scotia, a process which is currently ongoing with respect to the Supreme Court of Nova Scotia. For additional information regarding the Nova Scotia Matter and the related Settlement Agreement, see the disclosure in Item 1 (“Legal Proceedings”) in Part II of this Form 10-Q.

If and when the Settlement Agreement becomes effective, Allowed General Unsecured Claims aggregating $1.55 billion will arise due to the Settlement Claims Allowance. Had the Settlement Agreement been effective as of September 30, 2013, additional liquidating distributions payable of $474.8 million would have been recorded for such Allowed General Unsecured Claims, based on the closing prices as of September 30, 2013, of New GM Securities to be distributed. If and when the Settlement Agreement becomes effective, however, liquidating distributions will be recorded using the closing prices of the New GM Securities on the date of the Settlement Distribution, which may differ from such prices as of September 30, 2013. The Settlement Agreement separately provides for a subsequent Special Excess Distribution to be made, the specific timing and amounts of which will be determined following the completion of the Settlement Distribution

The table below presents pro forma net assets in liquidation at September 30, 2013, and pro forma increase (decrease) in net assets in liquidation for the respective three and six month periods ended September 30, 2013, as if the Settlement Agreement became effective as of September 30, 2013, giving effect to the Settlement Claims Allowance only (assuming the market price of the New GM Securities as of September 30, 2013), and not giving effect to any Special Excess Distribution (the specific terms of which are not yet known).


	Net assets in liquidation			Net increase (decrease) in net assets in liquidation
(in thousands)	September 30, 2013			Three months ended September 30, 2013			Six months ended September 30, 2013
As reported	$	2,077,458		$	452,741		$	687,277
Pro forma adjustment – additional liquidating distributions payable due to Settlement Allowance only		(474,765	)		(474,765	)		(474,765	)

Pro forma as adjusted	$	1,602,693		$	(22,024	)	$	212,512