Under the GUC Trust Agreement and the Plan, as described more fully in Note 1, the beneficiaries of the GUC Trust are future 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. 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 Statements of Net Assets in Liquidation correspond to the amounts of GUC Trust Distributable Assets as of the respective dates, after certain adjustments including reductions for the amounts of set aside Distributable Cash and any appropriated Distributable Cash. As of March 31, 2019, GUC Trust Distributable Assets aggregated approximately $457.9 million. For additional information, see “Net Assets in Liquidation—Distributable Assets” in Item 7 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”) above.


(in thousands)	2019		2018
Distributable Cash (including associated Dividend Cash)	$	472,070	$	484,510
Other Administrative Cash		31,445		21,200
Administrative Fund		1,246		1,717
Residual Wind-Down Assets		175		171
Funds for Indenture Trustee / Fiscal Paying Agent Costs		117		148
Total	$	505,053	$	507,746

As described in Note 5, as of March 31, 2019, the GUC Trust had accrued liquidating distributions payable aggregating $1.8 million. In addition, as of March 31, 2019, the amount of Distributable Cash reflected in the table above includes $12.4 million for amounts set aside for projected GUC Trust fees, costs and expenses to be incurred beyond 2019. The aggregate amount of Distributable Cash which was pending distribution or was set aside and was not available for distribution as of March 31, 2019 was $14.2 million. As described in Note 2 above, on February 1, 2019, the GUC Trust Administrator filed a motion seeking authority from the Bankruptcy Court to appropriate Distributable Cash of $13.72 million for the purpose of satisfying noticing costs up to $13.72 million pursuant to the Revised Settlement Agreement described below in “Allowed and Disputed Claims” and Item 3 (“Legal Proceedings”). No hearing date has been scheduled with respect to such motion.

As of March 31, 2019 and 2018, the GUC Trust had accrued approximately $30.3 million and $16.7 million, respectively, of investment income on marketable securities and cash equivalents expected to be earned over the 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 on U.S. Treasury bills in which the marketable securities are invested. Such accrual, along with receivables for investment income earned as of March 31, 2019 and 2018, is included in Accrued Investment Income in the accompanying Statements of Net Assets in Liquidation.

As described in Note 8 and further described in “Critical Accounting Policies and Estimates—Income Taxes” in Item 7 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”), the GUC Trust’s unused capital and net operating loss carryovers potentially could succeed to Claimants (as defined above 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.

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 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 makes quarterly liquidating distributions to holders of GUC Trust Units to the extent that (i)(a) any previously Disputed General Unsecured Claims asserted against the Debtors’ estates or Term Loan Avoidance Action Claims are either disallowed or are 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 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 thresholds set forth in the GUC Trust Agreement.

	Year Ended March 31, 2019		Year Ended March 31, 2018			Year Ended March 31, 2017
Outstanding or issuable as of beginning of year		31,855,504		31,854,103			31,853,758
Issued during the year		—		1,448			298
Less: Issuable as of beginning of year		—		(47	)		—
Add: Issuable as of end of year (1)		—		—			47
Outstanding or issuable as of end of year (2) (3)		31,855,504		31,855,504			31,854,103

(1)	The number of GUC Trust Units issuable at any time represents GUC Trust Units issuable in respect of Allowed General Unsecured Claims that were newly allowed during the fiscal year.
(2)	The number of GUC Trust Units outstanding at any time represents GUC Trust Units issued in respect of Allowed General Unsecured Claims that were allowed in prior periods, including GUC Trust Units held by the GUC Trust for the benefit of (a) holders of Allowed General Unsecured Claims who had not yet supplied information required by the GUC Trust in order to effect the initial distribution to which they are entitled and (b) governmental entities that are precluded by applicable law from receiving distributions of GUC Trust Units.
(3)	The number of GUC Trust Units outstanding or issuable as of end of year does not equal the amount of Allowed General Unsecured Claims on a 1 to 1,000 basis as of the corresponding date because of additional GUC Trust Units that were issued due to rounding.

The total cumulative pro rata liquidating distributions ultimately received by Trust Beneficiaries is dependent upon the current amount of Allowed General Unsecured Claims and final resolution of outstanding Disputed General Unsecured Claims and Term Loan Avoidance Action Claims (as described in Note 2). Disputed General Unsecured Claims as of March 31, 2019 reflect a distribution “set aside” permitted by the Plan and the GUC Trust Agreement. As described in Note 1, prior to the resolution and allowance of Disputed General Unsecured Claims and Term Loan Avoidance Action Claims, liabilities are not recorded for the conditional obligations associated with Disputed General Unsecured Claims and Term Loan Avoidance Action Claims. Liquidating distributions payable are recorded in the amount of Distributable Cash (previously the fair value of New GM Securities) to be distributed as of the end of the period in which the Disputed General Unsecured Claims and Term Loan Avoidance Action Claims are resolved as Allowed General Unsecured Claims.

(in thousands)	Allowed General Unsecured Claims		Disputed General Unsecured Claims (1)		Term Loan Avoidance Action Claims			Maximum Amount of Unresolved Claims (2)			Total Claim Amount (3)
Total, March 31, 2017	$	31,854,031	$	50,000	$	1,499,204		$	1,549,204		$	33,403,235
New Allowed General Unsecured Claims		1,401		—		—			—			1,401
Disputed General Unsecured Claims resolved or disallowed		—		—		—			—			—
Term Loan Avoidance Action Claims resolved or disallowed		—		—		(4,218	)		(4,218	)		(4,218	)
Total, March 31, 2018		31,855,432		50,000		1,494,986			1,544,986			33,400,418
New Allowed General Unsecured Claims		—		—		—			—			—
Disputed General Unsecured Claims resolved or disallowed		—		—		—			—			—
Term Loan Avoidance Action Claims resolved or disallowed		—		—		(143	)		(143	)		(143	)
Total, March 31, 2019	$	31,855,432	$	50,000	$	1,494,843		$	1,544,843		$	33,400,275

(1)	Remaining Disputed General Unsecured Claims represent a general claim contingency for any future disputed claims or other obligations of the GUC Trust. The GUC Trust has set aside from distribution an aggregate of $14.8 million for this general claim contingency (i.e., $296 in Distributable Cash per $1,000 of Allowed General Unsecured Claims, as provided in the Plan).
(2)	Maximum Amount of Unresolved Claims represents the sum of Disputed General Unsecured Claims and Term Loan Avoidance Action Claims.
(3)	Total Claim Amount represents the sum of Allowed General Unsecured Claims and Maximum Amount of Unresolved Claims.

During the year ended March 31, 2018, the Avoidance Action Trust reached settlements with certain defendants to the Term Loan Avoidance Action resulting in recoveries to the Avoidance Action Trust of approximately $1.4 million. As a result, corresponding Term Loan Avoidance Action Claims were allowed under the GUC Trust Agreement. As described in Item 3 (“Legal Proceedings”), during April and May 2019, the parties to the Term Loan Avoidance Action executed a settlement agreement providing for recoveries to the Avoidance Action Trust of approximately $231.0 million, among other provisions. Such settlement agreement is subject to Bankruptcy Court approval. As a result, it is expected that Allowed General Unsecured Claims will arise in a corresponding amount and the holders will become entitled to receive distributions from the GUC Trust aggregating approximately $68.5 million.

As described in Item 3 (“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 Disputed General Unsecured Claims would arise. As described in Item 3 (“Legal Proceedings”), the GUC Trust previously executed the Settlement Agreement with such 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 Item 3 (“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 Item 3 (“Legal Proceedings”), the Settlement Agreement was not approved by the Bankruptcy Court.

As described in Item 3 (“Legal Proceedings”), the GUC Trust has executed the Revised Settlement Agreement with such plaintiffs. If approved by the Bankruptcy Court, the Revised Settlement Agreement would provide for the payment of noticing costs of up to $13.72 million. No further payments by the GUC Trust under the Revised Settlement Agreement would be required.