Frequently Asked Questions

On May 23, 2012, the Trust received a favorable ruling from the Division of Corporation Finance of the Securities and Exchange Commission dated May 23, 2012 (the "No Action Letter") which allowed the Trust units to be issued in transferable form. A copy of the No Action Letter is available here. However, pursuant to the No Action Letter, the Trust, the Trust Administrator, the Trust Monitor and each of the affiliates of the foregoing are prohibited from (1) taking any action to facilitate or promote a trading market in the Trust units; or (2) taking any action to facilitate or otherwise encourage any trading in the Trust units or any instrument or interest tied to the value of the Trust units, such as trading in due bills for the Units. In addition, the Motors Liquidation Company GUC Trust Agreement (the "Trust Agreement") further provides that the Trust Administrator shall not, among other actions, "collect or publish information about prices at which Units have been or may be transferred." A copy of the Trust Agreement is available here.

As a result of the restrictions set forth in the No Action Letter and the Trust Agreement, the Trust, the Trust Administrator and the Trust Monitor are each prohibited from providing any information, to holders of Trust units or otherwise, regarding the ability to transfer Trust units, the availability of market participants to sell or purchase Trust units, or the trading prices of Trust units.

CURRENT CUMULATIVE DISTRIBUTIONS RELATED TO ALLOWED CLAIMS:
The chart below indicates the current cumulative distributions, per $1,000 in Allowed General Unsecured Claims, of shares of New GM Common Stock and New GM Warrants.

Shares of New GM Common Stock A Warrants B Warrants
Initial Distribution 3.802020 3.456383 3.456383
1st Excess Distribution (July 2011) 0.103837 0.094397 0.094397
2nd Excess Distribution (October 2011) 0.077212 0.070192 0.070192
3rd Excess Distribution (December 2013) 0.211507 0.192279 0.192279
4th Excess Distribution (November 2014) 0.116561 0.105964 0.105964
Cumulative Total: 4.311137 3.919215 3.919215

Below, we address the following FAQs:

Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motors Liquidation Company GUC Trust Agreement (as amended, the "Trust Agreement"). The Trust Agreement is available here.

    General FAQs

  1. I am filing a proof of claim on or after February 8, 2012. Will I get a distribution? Do I have a valid claim?
  2. How do I know my claim has been allowed?
  3. Can I trade my claim against Motors Liquidation Company (or its affiliate debtors) pursuant to Bankruptcy Rule 3001(e)?
  4. What consideration has been made available pursuant to the Plan for the settlement of Class 3 General Unsecured Claims?
  5. What will I receive for my Allowed General Unsecured Claim?
  6. Why was the Trust Agreement amended?
  7. How will I receive my distribution under the Plan?
  8. What is a book-entry security?
  9. What is a brokerage account?
  10. What is a "Free Delivery"?
  11. How do I obtain a brokerage account if I do not have one?
  12. What is a warrant?
  13. What are the terms of the New GM Warrants?
  14. What are the cusip numbers and NYSE symbols for each of the securities in the distribution?
  15. What are the Trust units?
  16. Are the Trust units transferable?
  17. How will I be notified of subsequent distributions?
  18. Will there be any tax consequences relating to my receipt of stock, warrants, units or other assets?

    19. FAQs relating to first time distributions

  19. I received a notice in the mail from Wilmington Trust Company. What do I need to do?
  20. Does the Broker Letter need to be signed and if so, by whom?
  21. Do I need to review the amounts on the initial notice to ensure it is accurate to my records?
  22. I am receiving my first distribution from the Trust on account of my Allowed General Unsecured Claim. What will I receive and when will I receive it?
  23. When is the next scheduled distribution from the Trust?
  24. How will I be notified of subsequent distributions?

    25. FAQs relating to subsequent distributions

  25. I received my initial distribution of New GM Securities in a previous fiscal quarter. Will I receive future distributions from the Trust?
  26. How will I be notified of subsequent distributions?
  27. When will the next distribution in respect of my Trust units take place (if any)?
  28. What amount of New GM Securities has been distributed to holders of Allowed General Unsecured Claims so far?
  29. Will my future Trust distributions include cash?
  30. I Have an Allowed General Unsecured Claim and Have Previously Received a Distribution. Why Didn't I Receive Quarterly Distributions in Certain Subsequent Fiscal Quarters?
  31. How are "holdbacks" for administrative costs calculated, and will the New GM Securities ever be released from the holdbacks to Holders of Units?

    32. FAQs relating to Old GM debt securities

  32. What happened to my position in the Old GM debt securities issued by Motors Liquidation Company (formerly known as General Motors Company)?

    33. FAQs relating to taxes

  33. How was the Tax Holdback calculated in connection with the fiscal quarter ended March 31, 2012?
  34. How was the Tax Holdback calculated in connection with the fiscal quarter ended June 30, 2012?
  35. How was the Tax Holdback calculated, and how is the Tax Holdback anticipated to be calculated, in connection with fiscal periods following the fiscal quarter ended September 30, 2012?
  36. What will be the tax consequences to the Trust in the event that the Trust realizes a loss in the New GM Securities it currently holds?
  37. Can the Trust qualify for preferred tax status based on the capital gains rate of 15%?




General FAQs

  1. I am filing a proof of claim on or after February 8, 2012. Will I get a distribution? Do I have a valid claim?

    • On February 8, 2012, the United States Bankruptcy Court for the Southern District of New York entered an order which deemed any proofs of claim filed on or after February 8, 2012 "disallowed" late claims (which means you will not receive a distribution on account of such claim), unless one or more of the following applies to the claim (see the "Order Disallowing Certain Late Filed Claims" in the Documents section of the website):
      • The claim amends a timely filed claim;
      • The claim is filed with written consent of the Motors Liquidation Company GUC Trust (the "Trust"); and/or
      • The Bankruptcy Court of the Southern District of New York (the "Bankruptcy Court") has entered an order deeming the claim as timely filed.
    • A late-filed claim, even if deemed timely by the Bankruptcy Court, will not be allowed except by order of the Bankruptcy Court, by order the tribunal presiding over the ADR Proceeding (if applicable) or by settlement with the Trust.

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  2. How do I know my claim has been allowed?

    3. Claims held by Bondholder Claimants (as defined in "How will I receive my distribution under the Plan?") (solely in their capacity as such) were deemed Allowed General Unsecured Claims prior to or by the Plan (as defined in "Can I trade my claim against Motors Liquidation Company (or its affiliate debtors) pursuant to Bankruptcy Rule 3001(e)?"). Holders of other general unsecured claims which have been or are deemed "allowed" on or before the dissolution of the Trust (an "Allowed General Unsecured Claim") should have received or will receive a letter from Wilmington Trust Company, acting in its capacity as trustee and Trust Administrator (in such capacity, the "Trust Administrator") for the Trust, acknowledging their claim and the amount thereof.

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  3. Can I trade my claim against Motors Liquidation Company (or its affiliate debtors) pursuant to Bankruptcy Rule 3001(e)?

    4. No. Pursuant to Section 5.1 of the Debtors' Second Amended Joint Chapter 11 Plan, dated March 18, 2011 (the "Plan"), the transfer registers for each of the classes of claims or equity interests maintained by Motors Liquidation Company ("Old GM") and its affiliated post-effective date debtors (collectively, the "Debtors") were deemed closed as of the close of business on March 29, 2011. The Plan further provides that there shall be no further changes in the record holders of any of such claims or equity interests. However, if your claim becomes an Allowed General Unsecured Claim and Trust units (as defined in "What will I receive for my Allowed General Unsecured Claim?") are issued to you, such Trust units will be transferable. See "Are the Trust units transferable?".

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  4. What consideration has been made available pursuant to the Plan for the settlement of Class 3 General Unsecured Claims?

    5. Pursuant to the Amended and Restated Master Sale and Purchase Agreement, dated as of June 26, 2009 (as amended, the "Master Agreement"), New GM issued to the Debtors 150 million shares of New GM Common Stock and an aggregate of 272,727,270 warrants in two series (each Warrant exercisable for one share of New GM Common Stock) (collectively, the "New GM Warrants") as partial consideration for the sale of the Debtors' assets to New GM. Pursuant to the Plan, the New GM Common Stock and New GM Warrants received by the Debtors are to be distributed to holders of Class 3 General Unsecured Claims.

    In addition, if the total value of the Allowed General Unsecured Claims exceed the thresholds set forth in the Plan, then under the Master Agreement, New GM is required to transfer up to a further 30 million additional shares of New GM Common Stock (subject to certain anti-dilution provisions set forth in the Master Agreement), or 2% of the total New GM Common Stock outstanding as of the closing of the sale of the Debtors' assets.

    The New GM Common Stock and each Series of the New GM Warrants trade on the New York Stock Exchange. See "What are the CUSIP numbers and NYSE Symbols for each of the New GM Securities?"

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  5. What will I receive for my Allowed General Unsecured Claim?

    6. Under the terms of the Plan and based on the assets available for the Initial Distribution, each claimant will receive (upon delivery of any information required by the Trust), for each $1,000 in amount of Allowed General Unsecured Claims, 3.98 shares of New GM Common Stock and 3.62 series A warrants ("Warrant A") and 3.62 series B warrants ("Warrant B") to purchase New GM Common Stock; provided that, in certain circumstances, the claimants may receive cash in lieu of fractional shares and warrants.

    In addition, each claimant will retain a contingent right to receive, on a pro rata basis, additional shares of New GM Common Stock and New GM Warrants (if and to the extent such New GM Common Stock and New GM Warrants are not required for the satisfaction of previously Disputed General Unsecured Claims) and cash, if any, remaining at the dissolution of the Trust. In respect of each Allowed General Unsecured Claim, the Trust issues units representing such contingent rights (the "Trust units"). One Trust unit is issued for each $1,000 in amount of Allowed General Unsecured Claim, subject to rounding dictated by the Plan and the Trust Agreement and, in the case of Bondholder Claimants, the rules of any applicable clearing system through which the distribution of Trust units is made. For more information about the Trust units, see "What are the Trust units?"

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  6. Why was the Trust Agreement amended?

    7. On July 6, 2011, the Bankruptcy Court entered an order which, in part, amended the Trust Agreement to establish appropriate mechanics for the issuance of non-transferable Trust units on the Trust's books and records, an interim measure pending the Trust's issuance of transferable Trust units on June 12, 2012. For more information, see "What are the Trust units?" and "Are the Trust units Transferable?". A copy of the amendment to the Trust Agreement is available here.

    On January 3, 2012, a second, technical modification to the Trust Agreement was executed, altering the Trust's fiscal year end and the timing of the Trust's accompanying reporting obligations.

    On June 11, 2012, the Trust Agreement was amended and restated to incorporate the first two amendments and to add certain technical modifications to the formula governing distributions to holders of Trust units, modify the manner of setting the record date for distributions to holders of Trust units and alter the mechanics associated with the rounding of fractional New GM Securities and Trust units. A copy of the amendment and restatement of the Trust Agreement is available here.

    On June 29, 2012, the Bankruptcy Court entered an order which authorized an amendment to the amended and restated Trust Agreement which altered the timing of the Trust's reporting obligations. A copy of the amendment to the Trust Agreement is available here.

    On August 23, 2012, a second amendment to the amended and restated Trust Agreement was executed, which amendment effected certain relief with respect to the budgetary restrictions on use of the Trust's administrative fund. A copy of the amendment to the Trust Agreement is available here.

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  7. How will I receive my distribution under the Plan?

    8. In order to receive a distribution under the Plan, you must have a brokerage account into which the New GM Securities, cash (if any) and Trust units may be deposited. For holders of Allowed General Unsecured Claims which have been allowed after the Initial Distribution (as defined in FAQs relating to Old GM Securities) record date, but have not yet received a distribution, see "How do I obtain a brokerage account if I do not have one?" and "FAQs relating to first time distributions" for information about opening and identifying a brokerage account for this purpose.

    The Trust will Free Deliver (as described under "What is a 'Free Delivery'"), and your broker will Free Receive, into your brokerage account the number of shares of New GM Common Stock, New GM Warrants and Trust units to which you are entitled under the Plan. The New GM Securities and Trust units will be in book-entry-form only.

    How you will receive cash payments, if any, from the Trust will depend first, on whether the cash payment is made on account of your Allowed General Unsecured Claims or your Trust units, and second, assuming the distribution is received on account of your Allowed General Unsecured Claims, the nature of such claims. Claimants whose claims against Motors Liquidation Company related to debt securities previously issued by Old GM ("Bondholder Claimants") will receive cash payments (if any) made in respect of their Allowed General Unsecured Claims (excluding any cash payment in respect of Trust units) to their brokerage account. All other Claimants ("Non-Bondholder Claimants") will receive cash payments (if any) made in respect of their Allowed General Unsecured Claims (excluding any cash payment in respect of Trust units) in the form of a check issued by the Trust Administrator. Cash payments (if any) made on account of Trust units (to Bondholder Claimants and Non-Bondholder Claimants alike) will be made to the brokerage account of the holder of such Trust units.

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  8. What is a book-entry security?

    9. A book-entry security is a security for which no physical definitive certificate evidencing the security is issued to the respective beneficial holders. Instead, one or more global instruments are issued in respect of the entire series of the securities, and registered in the name of an electronic clearing system (such as The Depository Trust Company ("DTC")), or its nominee, with whom the global certificates are held. Through the participants of the clearing system, all deliveries, purchases and sales are cleared electronically. As a beneficial owner of a book-entry security, your position in the security is held in such electronic book-entry system through your brokerage account.

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  9. What is a brokerage account?

    10. A brokerage account is an account with a licensed financial institution in which an investor, through such broker, may hold, receive, purchase and sell securities. The brokerage account you choose must be able to hold securities in book-entry form through DTC, directly or indirectly.

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  10. What is a "Free Delivery"?

    11. A Free Delivery, in this context, is the receipt, by your broker on your behalf, of your distribution without the exchange of funds with the issuer or without a need to make a payment to the Trust Administrator.

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  11. How do I obtain a brokerage account if I do not have one?

    12. For your convenience, we provide below contact information for brokerage firms that have indicated their willingness to assist you in opening a securities account. In addition, there may be numerous other brokers, banks and other financial institutions prepared to act in this capacity. The fact that a brokerage firm is listed below is in no way an endorsement or recommendation of that firm by the Trust Administrator. Before choosing a broker, bank or other financial institution to maintain a securities account on your behalf, you should consider, among other things, any fees that the institution may charge for its services. You may also wish to consult with a financial advisor, attorney or other professional before opening a securities account. M&T Securities, Inc. (877) 405-1791; Morgan Stanley Smith Barney (800) 780-0718.

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  12. What is a warrant?

    13. A warrant is the right to buy an additional share of common stock (in this case, New GM Common Stock) at a predetermined price, or exercise price, for a certain period of time.

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  13. What are the terms of the New GM Warrants?

    14. The Plan provides for two series of New GM Warrants, Series A Warrants and Series B Warrants, each of which is exercisable for one share of New GM Common Stock. Therefore the New GM Warrants currently represent the right to purchase an aggregate of 272,727,270 shares of New GM Common Stock. The Warrant A series has a current exercise price of $10.00 per share and expires on July 10, 2016. The Warrant B series has a current exercise price of $18.33 per share and expires on July 10, 2019. The exercise prices and numbers of Warrants of each of the series of New GM Warrants are subject to certain anti-dilution provisions.

    The Series A Warrant is governed by the Amended and Restated Warrant Agreement, dated as of October 16, 2009, between General Motors Company and U.S. Bank National Association, relating to the Series A Warrant. The Series B Warrant is governed by the Amended and Restated Warrant Agreement, dated as of October 16, 2009, between General Motors Company and U.S. Bank National Association, relating to the Series B Warrant. The current exercise prices and numbers of New GM Warrants described in the first paragraph of this FAQ reflect the effects of the anti-dilution provisions of such New GM Warrants following the 3-for-1 stock split effected by New GM prior to the Initial Distribution.

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  14. What are the cusip numbers and NYSE symbols for each of the securities in the distribution?
    15. SECURITY: CUSIP: NYSE SYMBOL:
    New GM Common Stock CUSIP #37045V 100 GM
    Warrant A CUSIP #37045V 118 GMWSA
    Warrant B CUSIP #37045V 126 GMWSB
    Trust Units CUSIP #62010U 101 Not Applicable

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  15. What are the Trust units?

    16. As noted above under "What will I receive for my Allowed General Unsecured Claim?" each holder of an Allowed General Unsecured Claim retains a contingent right to receive, on a pro rata basis, additional shares of New GM Common Stock and New GM Warrants (if and to the extent such New GM Common Stock and New GM Warrants are not required for the satisfaction of previously Disputed General Unsecured Claims) and cash, if any, remaining at the dissolution of the Trust. The Trust issues Trust units in respect of such contingent rights, in a ratio of one Trust unit for each $1,000 in amount of Allowed General Unsecured Claim via Free Delivery into each claimant's brokerage account, in the case of Non-Bondholder Claimants, and through the operating procedures of any applicable clearing system through which the distribution of Trust units is made, in the case of Bondholder Claimants (subject in each case to rounding dictated by the Plan and the Trust Agreement and subject, in the case of Bondholder Claimants, to the rules of the applicable clearing system).

    The Trust units are held in book-entry form through participants of DTC as depository, and are represented by a global unit certificate registered in the name of DTC or its nominee. As such, no individual certificates or other instruments in respect of the Trust units will be issued to you directly; rather, as a beneficial owner of a book-entry Trust unit, your position is held in an electronic book-entry system through your brokerage account.

    For the life of the Trust, the Trust makes quarterly distributions in respect of the Trust units only if and to the extent that (i) certain previously Disputed General Unsecured Claims asserted against the Debtors are either disallowed or are otherwise resolved favorably to the estate (thereby reducing the amount of Trust assets distributed in respect of such asserted claims), (ii) the resulting amount of Excess GUC Trust Distributable Assets (as defined in the Trust Agreement) are not reserved, or set-aside, for the purposes of satisfying fees, expenses and tax liabilities of the Trust (as contemplated in the Trust Agreement), and (iii) the remaining Excess GUC Trust Distributable Assets as at the end of the relevant quarter exceeds thresholds set forth in the Trust Agreement. The Trust Agreement is available at the Motors Liquidation Company GUC Trust website here.

    The first quarterly distribution in respect of the Trust units took place on or about July 28, 2011 and the second quarterly distribution in respect of the Trust units took place on or about October 28, 2011. Since then, there have been no further distributions in respect of the Trust units, because the criteria for making such distributions (described in the previous paragraph) have not been satisfied. Quarterly distributions will be made in a manner similar to that described above under "How will I receive my distribution under the Plan?" Also, see "How will I be notified of subsequent distributions?"

    Each Holder of an Allowed General Unsecured Claim which has been recognized after the first quarterly distribution in respect of the Trust units on July 28, 2011, will, on the date it receives its initial distribution of New GM Securities and Trust units in respect of its Allowed General Unsecured Claim, also receive a cumulative distribution on its Trust units in an amount equal to the total number of New GM Securities and cash, if any, distributable through such date in respect of the number of Trust units delivered to such Holder.

    For additional information on Trust unit distribution, refer to "What amount of New GM Securities has been distributed to holders of Allowed General Unsecured Claims so far?"

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  16. Are the Trust units transferable?

    17. The Trust units are currently transferable in book-entry form through DTC and its participants. The Trust units were first issued in transferable form on June 12, 2012 following the receipt by the Trust of a favorable ruling from the Division of Corporation Finance of the Securities and Exchange Commission dated May 23, 2012 (the "No Action Letter"). A copy of the No Action Letter is available here.

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  17. How will I be notified of subsequent distributions?

    18. After the end of each quarter in which Excess GUC Trust Distributable Assets (as defined in the Trust Agreement) exceed thresholds set forth in the Trust Agreement, the Trust Administrator will issue a notice of distribution to holders of Trust units. Such notice will be delivered to DTC and will be distributed by DTC according to its procedures. Receipt of a notice described in this paragraph which provides for a distribution for the most recently ended fiscal quarter of the Trust provides no information regarding any future distributions to you from the Trust.

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  18. Will there be any tax consequences relating to my receipt of stock, warrants, units or other assets?

    19. Receipt of the New GM Common Stock, New GM Warrants, Trust units and/or other assets may have tax consequences for you, and you are encouraged to consult with your tax advisor.

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    FAQs relating to first time distributions

  19. I received a notice in the mail from Wilmington Trust Company. What do I need to do?

    20. You need to send a fully completed W-9 or W-8 (as applicable) in the name of the allowed claimant to the Trust Administrator at: Fax: 602-296-1935 or mlcguctrust@wilmingtontrust.com. You will also need to instruct your broker to fill out and send back to the Trust Administrator a form (the "Broker Letter") that is attached as Form A to the notice provided to you. The Trust Administrator will then coordinate the Free Delivery of your distribution to the brokerage account specified in the Broker Letter.

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  20. Does the Broker Letter need to be signed and if so, by whom?

    21. The completed Broker Letter must be on your broker's letterhead, contain a signature of your broker and include a medallion guarantee.

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  21. Do I need to review the amounts on the initial notice to ensure it is accurate to my records?

    22. Yes, you must review Schedule 1 to the initial notice sent to you, to ensure that you are receiving the correct distribution amount.

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  22. I am receiving my first distribution from the Trust on account of my Allowed General Unsecured Claim. What will I receive and when will I receive it?

    23. As long as we receive the following items, fully completed: 1) your W-9 or W-8 (as applicable), and 2) the Broker Letter on the broker, bank or financial institution's letterhead including its signature and medallion guarantee, you will receive two distributions, one on account of your Allowed General Unsecured Claim and a second on account of Trust units, as further described below.

    First, on account of your Allowed General Unsecured Claim, you will (a) receive New GM Common Stock (b) New GM Warrants and (c) Trust units each of which will be distributed directly to your brokerage account. Trust units represent a contingent right to receive, on a pro rata basis, additional shares of New GM Common Stock and new GM Warrants (if and to the extent such New GM Common Stock and New GM Warrants are not required for the satisfaction of previously Disputed General Unsecured Claims) and cash, if any, remaining at the dissolution of the Trust. See "What are the Trust units?"

    Second, you will receive a distribution in respect of such Trust units if and to the extent New GM Securities comprising Excess GUC Trust Distributable Assets (a) have been made available to unit holders in quarterly distributions made before your claim was allowed and/or (b) are being made available in connection with the quarterly distribution that coincides with your initial distribution, in each case due to the resolution of previously Disputed General Unsecured Claims. As noted above in "What are the Trust units?", the Trust will make quarterly distributions in respect of the Trust units only if and to the extent that (i) certain previously Disputed General Unsecured Claims asserted against the Debtors are either disallowed or are otherwise resolved favorably to the estate (thereby reducing the amount of Trust assets distributed in respect of such asserted claims), (ii) the resulting amount of Excess GUC Trust Distributable Assets (as defined in the Trust Agreement) are not reserved, or set-aside, for the purposes of satisfying fees, expenses and tax liabilities of the Trust (as contemplated in the Trust Agreement), and (iii) the remaining Excess GUC Trust Distributable Assets as at the end of the relevant quarter exceeds thresholds set forth in the Trust Agreement. You may see a copy of the Trust Agreement here. As a result, you may receive additional assets in the form of any New GM Securities and/or cash in respect such Trust units. Notices in respect of distributions to holders of Trust units will be delivered to DTC and will be distributed by DTC according to its procedures. See "How will I be notified of subsequent distributions?"

    Eligibility for a specific distribution will depend on whether your claim was allowed prior to the record date established for that specific distribution. Distributions will be made quarterly, subject to the caveats set forth above.

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  23. When is the next scheduled distribution from the Trust?

    24. The Trust makes quarterly distributions in respect of Claims that, at the end of the prior fiscal quarter, were previously Disputed General Unsecured Claims but have subsequently become Allowed General Unsecured Claims. Such distributions are made as promptly as practicable after the first day of the fiscal quarter following the periods ended March 31, June 30, September 30 and December 31. In addition, the Trust makes quarterly distributions in respect of Trust units if the Excess GUC Trust Distributable Assets as at the end of the relevant fiscal quarter exceed thresholds set forth in the Trust Agreement. Such distributions in respect of Trust units, if any, are made no later than the 45th calendar day following the periods ended March 31, June 30, September 30 and December 31. Currently, no distribution in respect of the Trust units is anticipated for the quarter following June 30, 2013 because Excess GUC Trust Distributable Assets as of June 30, 2013 did not exceed the thresholds set forth in the Trust Agreement. See "What are the Trust units?"

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  24. How will I be notified of subsequent distributions?

    25. After the end of each quarter in which Excess GUC Trust Distributable Assets (as defined in the Trust Agreement) exceed thresholds set forth in the Trust Agreement, the Trust Administrator will issue a notice of distribution to holders of Trust units. Such notice will be delivered to DTC and will be distributed by DTC according to its procedures. Receipt of a notice described in this paragraph which provides for a distribution for the most recently ended fiscal quarter of the Trust provides no information regarding any future distributions to you from the Trust.

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    FAQs relating to subsequent distributions

  25. I received my initial distribution of New GM Securities in a previous fiscal quarter. Will I receive future distributions from the Trust?

    26. As noted above under "What will I receive for my Allowed General Unsecured Claim?", each holder of an Allowed General Unsecured Claim receives, on account of such Allowed General Unsecured Claims, Trust units which represent the contingent right to receive, on a pro rata basis, additional shares of New GM Common Stock and New GM Warrants (if and to the extent such New GM Common Stock and New GM Warrants are not required for the satisfaction of previously Disputed General Unsecured Claims) and cash, if any, remaining at the dissolution of the Trust.

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  26. How will I be notified of subsequent distributions?

    27. After the end of each quarter in which Excess GUC Trust Distributable Assets (as defined in the Trust Agreement) exceed thresholds set forth in the Trust Agreement, the Trust Administrator will issue a notice of distribution to holders of Trust units. Such notice will be delivered to DTC and will be distributed by DTC according to its procedures. Receipt of a notice described in this paragraph which provides for a distribution for the most recently ended fiscal quarter of the Trust provides no information regarding any future distributions to you from the Trust.

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  27. When will the next distribution in respect of my Trust units take place (if any)?

    28. Distributions in respect of the Trust units may be made on a quarterly basis until the dissolution of the Trust. As noted above in "What are the Trust units?", however, quarterly distributions of Excess GUC Trust Distributable Assets may not take place if specified distribution thresholds are not satisfied. Such distributions in respect of Trust units, if any, are made no later than the 45th calendar day following the periods ended March 31, June 30, September 30 and December 31. Currently, no distribution in respect of the Trust units is anticipated for the quarter following June 30, 2013 because Excess GUC Trust Distributable Assets as of June 30, 2013 did not exceed the thresholds set forth in the Trust Agreement. See "What are the Trust units?"

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  28. What amount of New GM Securities has been distributed to holders of Allowed General Unsecured Claims so far?

    29. Under the terms of the Plan, each claimant has received (or will receive upon delivery of any information required by the Trust), for each $1,000 in amount of Allowed General Unsecured Claims, 3.98 shares of New GM Common Stock and 3.62 Warrant A and 3.62 Warrant B. The following table provides information regarding the New GM Securities distributed to holders of Allowed General Unsecured Claims by the Trust (including distributions in respect of the Trust units). Distributions are subject to the rounding provisions in the Trust Agreement.

      Shares of New GM Common Stock A Warrants B Warrants
    April 21, 2011 Distribution:* 113,194,172 102,903,821 102,903,821
    July 28, 2011 Distribution:* 3,342,831 3,038,936 3,038,936
    October 28, 2011 Distribution:* 2,468,218 2,243,834 2,243,834
    January 13, 2012 Distribution:* 188,180 171,074 171,074
    April 27, 2012 Distribution:* 450,555 409,612 409,612
    August 3, 2012 Distribution:* 484,553 440,510 440,510
    November 2, 2012 Distribution:* 116,508 105,910 105,910
    February 8, 2013 Distribution:* 42,151 38,325 38,325
    May 10, 2013 Distribution:* 115,029 104,570 104,570
    August 9, 2013 Distribution:* 221,014 200,924 200,924

    *Includes a number of such securities to which holders of Allowed General Unsecured Claims were entitled in connection with such distribution but for which the relevant claimants have not supplied certain information required by the Trust Administrator and as a result, such number of New GM Securities have not been distributed to such claimants. Does not include New GM Securities that were sold for fractional amounts, in lieu of which the Trust is required pursuant to the Trust Agreement to distribute cash, subject to certain minimum thresholds. (See "Will my future Trust distributions include cash" below.) More information regarding this number of New GM Securities is available in the GUC Trust Reports at Trust's website at https://www.mlcguctrust.com.

    The numbers of New GM Securities set forth in the table above include New GM Securities distributed, first, on account of each Allowed General Unsecured Claim which was allowed on or before the applicable record date for each distribution and, second, in respect of outstanding Trust units. See "I am receiving my first distribution from the Trust on account of my Allowed General Unsecured Claim What will I receive and when will I receive it?". The table below sets forth this second component of distributions in respect of the Trust units, and sets forth the numbers of each New GM Security distributed per Trust unit and in respect of all outstanding units.

    Shares of New GM Common Stock A Warrants B Warrants
    JULY 28, 2011 DISTRIBUTION
    No. Per Unit: 0.103837 0.094397 0.094397
    Total:* 3,098,004 2,816,364 2,816,364
    OCTOBER 28, 2011 DISTRIBUTION
    No. Per Unit: 0.077212 0.070192 0.070192
    Total:* 2,306,815 2,097,105 2,097,105
    JANUARY 13, 2012 DISTRIBUTION
    No. Per Unit: N/A N/A N/A
    Total:** N/A N/A N/A
    APRIL 27, 2012 DISTRIBUTION
    No. Per Unit: N/A N/A N/A
    Total:** N/A N/A N/A
    AUGUST 3, 2012 DISTRIBUTION
    No. Per Unit: N/A N/A N/A
    Total:** N/A N/A N/A
    NOVEMBER 2, 2012 DISTRIBUTION
    No. Per Unit: N/A N/A N/A
    Total:** N/A N/A N/A
    FEBRUARY 8, 2013 DISTRIBUTION
    No. Per Unit: N/A N/A N/A
    Total:** N/A N/A N/A
    MAY 10, 2013 DISTRIBUTION
    No. Per Unit: N/A N/A N/A
    Total:** N/A N/A N/A
    AUGUST 9, 2013 DISTRIBUTION
    No. Per Unit: N/A N/A N/A
    Total:** N/A N/A N/A

    *Includes a number of such New GM Securities to which holders of Allowed General Unsecured Claims were entitled at the time of distribution but for which the relevant claimants have not supplied certain information required by the Trust Administrator and as a result, such number of New GM Securities have not been distributed to such claimants. Does not include New GM Securities that were sold for fractional amounts, in lieu of which the Trust is required pursuant to the Trust Agreement to distribute cash, subject to certain minimum thresholds (See "Will my future Trust distributions include cash" below). More information regarding this number of New GM Securities is available in the GUC Trust Reports at the Trust Administrator's website at https://www.mlcguctrust.com.

    **The Trust Agreement prohibits the Trust Administrator from making a distribution on account of the Trust units if the available Excess GUC Trust Distributable Assets do not exceed distribution thresholds established in the Trust Agreement. Such thresholds were not exceeded for the fiscal quarters ended December 31, 2011, March 31, 2012, June 30, 2012, September 30, 2012, December 31, 2012, March 31, 2013, or June 30, 2013 and, as a result, no assets were distributed in respect of Trust units for those quarters.

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  29. Will my future Trust distributions include cash?

    30. Distributions, if any, to holders of Allowed General Unsecured Claims in respect of their Trust units will consist of New GM Common Stock and New GM Warrants. In certain circumstances, however, a modest amount of cash may also be distributed, as further described below.

    The Trust Agreement prohibits the distribution of fractional shares or warrants on account of Trust units. As a result, fractional shares of New GM Common Stock and fractional New GM Warrants that would otherwise have been distributable to Trust claimants in respect of their Trust units may be aggregated and sold for cash. Such rounding and sale may be subject to the rules and requirements of DTC (through which such claimants hold their interest in the Trust units).

    Finally, cash, if any, remaining at the dissolution of the Trust and available for distribution will be distributed to holders of the Trust units pro rata.

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  30. I Have an Allowed General Unsecured Claim and Have Previously Received a Distribution. Why Didn't I Receive Quarterly Distributions in Certain Subsequent Fiscal Quarters?

    31. The Trust Agreement provides the Trust Administrator with the flexibility, upon the receipt of certain approvals, to withhold from distribution appropriate amounts of New GM Securities that would otherwise be distributable in respect of Trust units. If available cash is not reasonably likely to satisfy current and projected future fees, costs, and expenses of the Trust (including tax obligations), the Trust Administrator, with the approval of the Trust Monitor, may reserve and "holdback" New GM Securities in an amount that, upon liquidation, would be sufficient to satisfy those current and projected fees, costs, and expenses.

    Prior to the quarterly distribution in respect of Trust units that would otherwise have been scheduled for January 2012, the Trust Administrator withheld New GM Securities from distribution in an amount that prevented such quarterly distribution. The Trust Administrator subsequently requested, and received, Bankruptcy Court authority to liquidate a certain amount of such withheld New GM Securities to fund current and projected future fees, costs and expenses of the Trust and the Motors Liquidation Company Avoidance Action Trust. For further information related to this withholding and liquidation of New GM Securities, please see the "Notice of Hearing to Liquidate Shares and Perform Avoidance Action Trust Actions" and "Order Authorizing Liquidation of Shares" in the Documents section of the website.

    In March 2012, it became apparent that the Trust would potentially be subject to a corporate level federal tax liability for any gains in the value of the New GM Securities held by the Trust from December 15, 2011 (the date on which such New GM Securities were received from Motors Liquidation Company) to the date of disposition of such New GM Securities (the "Tax Liability"). The Official Committee of Unsecured Creditors of Motors Liquidation Company (the "Committee") was hopeful that relief from the Tax Liability would be obtained from the Internal Revenue Service ("IRS") in a favorable private letter ruling (the "Favorable Private Letter Ruling"). The Committee had been pursuing the Favorable Private Letter Ruling since shortly after the commencement of the Motors Liquidation Company bankruptcy cases. Due to the uncertainty surrounding the potential Tax Liability at the end of March 2012, the Trust Administrator withheld New GM Securities from distribution in an amount that prevented a quarterly distribution in respect of Trust units that would otherwise be scheduled for April 2012 (the "Tax Holdback").

    On May 7, 2012 the IRS informed representatives of the Committee that it had made a final adverse determination (the "Adverse Determination") with respect to the issuance of the Favorable Private Letter Ruling, and that such Favorable Private Letter Ruling would not be forthcoming. As a result of the Adverse Determination, the Trust Administrator currently intends to maintain the Tax Holdback, but will reevaluate the Tax Holdback on a quarterly basis. For further information on the Adverse Determination and the Tax Holdback, please see the Current Report on Form 8-K filed by the Trust on May 11, 2012 in the Documents section of the website. A copy of the Committee's request for the Favorable Private Letter Ruling is attached here.

    In each subsequent fiscal quarter, the Trust Administrator has withheld New GM Securities from distribution in an amount that has prevented distributions in respect of the Trust units. In November 2012, the Trust Administrator requested, and subsequently received, Bankruptcy Court authority to liquidate a certain amount of such withheld New GM Securities to fund current and projected future fees, costs and expenses of the Trust. For further information related to this withholding and liquidation of New GM Securities, please see the "Notice of Hearing to Liquidate New GM Securities for the Purpose of Funding GUC Trust" and "Second Order Authorizing Liquidation of Shares" in the Documents section of the website. A copy of this Order is attached here.

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  31. How are "holdbacks" for administrative costs calculated, and will the New GM Securities ever be released from the holdbacks to Holders of Units?

    32. For purposes of calculating the various "holdbacks" from distribution, the Trust Administrator has taken a conservative view in terms of timing and costs in an attempt to ensure that there are sufficient resources to fund the GUC Trust to conclusion. The New GM Securities in the various "holdbacks" have not been, and in fact might never be, sold to fund fees and expenses of the GUC Trust. To the extent the Trust Administrator determines that the New GM Securities in the various holdbacks are not necessary to fund ongoing administration of the GUC Trust, it will distribute such New GM Securities to Holders of Units. The "holdbacks" are not reflective of the current Budget of the GUC Trust or the Trust Administrator's view as to the likely actual future costs and obligations of the GUC Trust. The Trust Administrator, in conjunction with the Trust Monitor, continue to work diligently to effectively manage the actual expenses of the GUC Trust.

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    FAQs relating to Old GM debt securities

  32. What happened to my position in the Old GM debt securities issued by Motors Liquidation Company (formerly known as General Motors Company)?

    33. The debt securities were extinguished upon the initial distribution of New GM Common Stock and New GM Warrants to holders of Allowed General Unsecured Claims, which occurred on or about April 21, 2011 (the "Initial Distribution"). With respect to such old debt securities held through DTC, DTC established "escrow positions" for all holders who received the Initial Distribution. Other clearing systems holding any debt securities issued by Motors Liquidation Company followed their operating procedures. Prior to the receipt of the No Action Letter, distributions made on account of Trust units held by holders of former debt securities issued by Motors Liquidation Company were delivered through such escrow positions. Following the receipt of the No Action Letter, on June 12, 2012 the Trust issued transferable Trust units to each holder of an escrow position. Any subsequent distributions to be made by the Trust on account of Trust units will be made through such transferable Trust units and not through the escrow positions. The escrow positions, which are not transferable, will continue to be maintained by DTC for the purposes of distributing future cash assets, if any, from a separate trust titled the "Motors Liquidation Company Avoidance Action Trust". Information concerning the Motors Liquidation Company Avoidance Action Trust can be found in the Debtors' Second Amended Joint Chapter 11 Plan, a copy of which can be found here. The notices issued by the indenture trustees in connection with the distribution of the transferable Trust units can be found here.

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    FAQs relating to taxes

  33. How was the Tax Holdback calculated in connection with the fiscal quarter ended March 31, 2012?

    34. The Tax Holdback was calculated for the quarter ended March 31, 2012 using the below calculation (the "Calculation"), and includes the estimated future income tax liability for both gains on the New GM Securities realized upon distribution or other liquidation during such period and prior fiscal periods and unrealized gains on the then-remaining New GM Securities held by the Trust as at the end of such period (after deducting certain expenses and the then-current estimated future deductible expenses of the Trust). The Calculation calculated such gains by comparing the market price of the liquidated or distributed New GM Securities as at the date and time of any liquidation or distribution (in the case of realized gains), or the market price of the then remaining New GM Securities held by the Trust as of the last business day of the relevant fiscal quarter (in the case of unrealized gains), to the market price for the New GM Securities as at December 15, 2011 (the date the New GM Securities were transferred to the Trust by MLC). A tax rate of 35% was applied to the realized and estimated potential unrealized gains determined in the manner set forth above, resulting in the total estimated potential tax (the "Estimated Potential Tax") as at the end of such fiscal period. The Estimated Potential Tax was then converted into the number of New GM Securities comprising the Tax Holdback using the respective closing prices of the New GM Securities as of the last business day of the relevant fiscal quarter.

    As at March 31, 2012, the Estimated Potential Tax was $108.6 million, composed of the estimated future income tax liability on (i) the realized gains on the liquidation of the New GM Securities that were so liquidated in accordance with the "Order Authorizing Liquidation of Shares" as described in "I Have an Allowed General Unsecured Claim and have Previously Received a Distribution. Why Didn't I receive Quarterly Distributions in Certain Subsequent Fiscal Quarters?", and (ii) the unrealized gain on the then-remaining New GM Securities. In calculating such tax liability, certain expenses which had been incurred, as well as estimated future deductible expenses, were deducted.

    The Estimated Potential Tax was then converted into the number of New GM Securities comprising the Tax Holdback using the respective closing prices of the New GM Securities on March 30, 2012.

    The Estimated Potential Tax as at March 31, 2012, insofar as it relates to unrealized gains, was only an estimate of such liability. The market prices for the New GM Securities used in making such estimates may differ from the actual prices prevailing at the time the gains are realized (upon distribution or other disposition), income tax rates may change and the estimated future deductible Trust expenses may differ from the actual amount of such expenses incurred by the Trust. As a result, the amount of the Estimated Potential Tax as at March 31, 2012 may be more or less than the amount of income tax expense actually incurred by the Trust.

    The Trust Administrator announced on June 13, 2012 that it intended to reevaluate the Estimated Potential Tax and Tax Holdback on a quarterly basis. As described further in "How was the Tax Holdback calculated in connection with the fiscal quarter ended June 30, 2012?", the Trust Administrator, in conjunction with its Trust Professionals and the Trust Monitor, determined to modify the Calculation for the fiscal quarter ended June 30, 2012.

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  34. How was the Tax Holdback calculated in connection with the fiscal quarter ended June 30, 2012?

    35. Following the close of the fiscal quarter ended March 31, 2012, the Trust Administrator conducted a detailed review of the Calculation utilized to determine the Tax Holdback for the quarter ended March 31, 2012. Following such review, the Trust Administrator, in conjunction with its Trust Professionals and the Trust Monitor, determined to modify the methodology underlying the Calculation to determine the amount of New GM Securities that, as withheld from distribution, would be sufficient to satisfy the Estimated Potential Tax.

    The modified Calculation (the "First Revised Calculation") included any current income tax liabilities for gains on the New GM Securities realized upon distribution or other liquidation during the current and prior fiscal periods and potential unrealized gains on the then-remaining New GM Securities held by the Trust as at the end of the current fiscal period (after deducting certain expenses and the then-current estimated future deductible expenses of the Trust). The First Revised Calculation calculated such gains by comparing to their tax basis the respective market prices of the liquidated or distributed New GM Securities as at the date and time of any liquidation or distribution (in the case of realized gains), or the respective highest market prices of New GM Securities from December 15, 2011 (the date the New GM Securities were transferred to the Trust by MLC) to the relevant date of measurement (in the case of unrealized gains) for the then remaining New GM Securities held by the Trust. A tax rate of 35% was applied to the realized and estimated potential unrealized gains determined in the manner set forth above, resulting in the total Estimated Potential Tax as at the end of such fiscal period. The Estimated Potential Tax was then converted into the number of New GM Securities comprising the Tax Holdback using the respective closing prices of the New GM Securities on the last business day of the relevant fiscal quarter.

    As at June 30, 2012, the Estimated Potential Tax was $150.8 million, composed of the estimated future income tax liability on (i) the realized gains on the liquidation of the New GM Securities that were so liquidated in accordance with the "Order Authorizing Liquidation of Shares" as described in "I Have an Allowed General Unsecured Claim and have Previously Received a Distribution. Why Didn't I receive Quarterly Distributions in Certain Subsequent Fiscal Quarters?", and (ii) the unrealized gain on the then-remaining New GM Securities. In calculating such tax liability, certain expenses which had been incurred, as well as estimated future deductible expenses, were deducted. The Estimated Potential Tax was then converted into the number of New GM Securities comprising the Tax Holdback using the respective closing prices of the New GM Securities on June 29, 2012.

    The Estimated Potential Tax as of June 30, 2012, insofar as it relates to unrealized gains, was only an estimate of such liability. The market prices for the New GM Securities used in making such estimates may differ from the actual prices prevailing at the time the gains are realized (upon distribution or other disposition), income tax rates may change and the estimated future deductible Trust expenses may differ from the actual amount of such expenses incurred by the Trust. As a result, the amount of the Estimated Potential Tax as at June 30, 2012 may be more or less than the amount of income tax expense actually incurred by the Trust.

    As described further in "How was the Tax Holdback calculated, and how is the Tax Holdback anticipated to be calculated, in connection with fiscal periods following the fiscal quarter ended September 30, 2012?", the Trust Administrator, in conjunction with its Trust Professionals and the Trust Monitor, determined to modify the First Revised Calculation for the fiscal quarter ended September 30, 2012 and all subsequent fiscal periods.

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  35. How was the Tax Holdback calculated, and how is the Tax Holdback anticipated to be calculated, in connection with fiscal periods following the fiscal quarter ended September 30, 2012?

    36. Following the close of the fiscal quarter ended June 30, 2012, the Trust Administrator conducted a detailed review of the First Revised Calculation utilized to determine the Tax Holdback for the quarter ended June 30, 2012. Following such review, the Trust Administrator, in conjunction with its Trust Professionals and the Trust Monitor, determined to modify the methodology underlying the First Revised Calculation to determine the amount of New GM Securities that, as withheld from distribution, would be sufficient to satisfy the current and projected Estimated Potential Tax. The modified First Revised Calculation (the "Second Revised Calculation") includes any current income tax liabilities for gains on the New GM Securities realized upon distribution or other liquidation during the current and prior fiscal periods and potential unrealized gains on the then-remaining New GM Securities held by the Trust as at the end of the current fiscal period (after deducting certain expenses and the then-current estimated future deductible expenses of the Trust). The Second Revised Calculation calculates such gains by comparing to their tax basis the respective market prices of the liquidated or distributed New GM Securities as at the date and time of any liquidation or distribution (in the case of realized gains), or the respective highest market prices of New GM Securities from December 15, 2011 (the date the New GM Securities were transferred to the Trust by MLC) to the relevant date of measurement (in the case of unrealized gains) for the then remaining New GM Securities held by the Trust. The then-current applicable tax rate is applied to the realized and estimated potential unrealized gains determined in the manner set forth above, resulting in the total Estimated Potential Tax as at the end of such fiscal period. Although a tax rate of 35% was used for fiscal periods through the period ended December 31, 2012, starting with the fiscal period ended March 31, 2013, for the purposes of these calculations, the GUC Trust expects to apply the tax rate of 39.6% that is currently scheduled to go into effect for the fiscal year beginning on April 1, 2013.

    The Estimated Potential Tax is then converted into the number of New GM Securities comprising the Tax Holdback using the lowest respective closing price of the New GM Securities from December 15, 2011 to the relevant date of measurement.

    The Estimated Potential Tax as at the end of any past or future fiscal periods, insofar as it relates to unrealized gains, is only an estimate of such potential liability. The market prices for the New GM Securities used in making such estimates may differ from the actual prices prevailing at the time the gains are realized (upon distribution or other disposition), income tax rates may change and the estimated future deductible Trust expenses may differ from the actual amount of such expenses incurred by the Trust. As a result, the Tax Holdback may need to be adjusted from one fiscal period to the next, and the amount of the Estimated Potential Tax as at the date of the most recent fiscal period (or as at the end of any prior or future period) may be more or less than the amount of income tax expense actually incurred by the Trust.

    The Trust Administrator intends to reevaluate the Estimated Potential Tax and the Tax Holdback on a quarterly basis. In addition, the Second Revised Calculation may be adjusted or modified for purposes of calculating the Tax Holdback in future quarters, without any notice to Holders of Allowed General Unsecured Claims or Trust units. The Trust Administrator is not obligated to provide any disclosure related to future calculations of the Estimated Potential Tax Liability or the Tax or any related adjustments to the Second Revised Calculation.

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  36. What will be the tax consequences to the Trust in the event that the Trust realizes a loss in the New GM Securities it currently holds?

    37. If the Trust were to realize a loss on the distribution of New GM Securities, that loss would be considered a capital loss and could be carried over for five years. Capital losses can be used to offset capital gains; as such, future distributions of New GM Securities that generate taxable gains would potentially be sheltered from federal income tax liability by any such capital losses. In addition, the net operating losses generated as of March 31, 2012 and the then current estimates of future deductions, would be available to reduce the potential tax liability on any future gains.

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  37. Can the Trust qualify for preferred tax status based on the capital gains rate of 15%?

    38. No. The Tax Liability (as defined in "I Have an Allowed General Unsecured Claim and Have Previously Received a Distribution. Why Didn't I Receive Quarterly Distributions in Certain Subsequent Fiscal Quarters?") for distributions and liquidations of New GM Securities through March 31, 2013, has previously been calculated at a rate of 35% of the applicable gains in the value of the New GM Securities held by the Trust from December 15, 2011 (the date on which such New GM Securities were received from Motors Liquidation Company) to the date of disposition or distribution of such New GM Securities. For the tax year beginning April 1, 2013, the applicable tax rate will increase to 39.6%. Pursuant to the Trust Agreement, the Trust is treated for U.S. federal income tax purposes as a "disputed ownership fund" within the meaning of Treasury Regulations Section 1.468B-9, which is taxable as a "qualified settlement fund," within the meaning of Treasury Regulations Section 1.468B-2. In general, qualified settlement funds are considered C corporations and pay federal income tax on their modified gross income, but using trust income tax rates; thus they pay tax at the same rate on both capital gains and ordinary income. As such, the capital gains associated with the Tax Liability are expected to be taxed at the foregoing rates.

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