##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 Or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 0-50261*
 G REIT LIQUIDATING TRUST
  Maryland
    
    26-6199755(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)1551 N. Tustin Avenue, Suite 300,Santa Ana, California
    
    92705(Address of principal executive offices)
    
    (Zip Code)
 (714) 667-8252
  Title of each class
    
    Name of each exchange on which registeredNone
    
    None
 None
 Yes o No þ
 o o
 o o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE
 *
    
    G REIT Liquidating Trust is the transferee of the assets and
liabilities of G REIT, Inc., and files reports under the Commission
file number for G REIT, Inc. G REIT, Inc. filed a Form 15 on
January 28, 2008, indicating its notice of termination of registration
and filing requirements.




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##### 



G REIT Liquidating Trust
 TABLE OF CONTENTS
 PagePART IItem 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    8Item 1B. Unresolved Staff Comments
    
    
    23Item 2. Properties
    
    
    23Item 3. Legal Proceedings
    
    
    27Item 4. (Removed and Reserved)
    
    
    27PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    27Item 6. Selected Financial Data
    
    
    28Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    29Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    39Item 8. Financial Statements and Supplementary Data
    
    
    39Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    39Item 9A(T). Controls and Procedures
    
    
    39Item 9B. Other Information
    
    
    40PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    40Item 11. Executive Compensation
    
    
    43Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    43Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    44Item 14. Principal Accounting Fees and Services
    
    
    46PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    47SIGNATURES
    
    
    61Exhibit 21.1Exhibit 31.1Exhibit 32.1
   2




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PART I
 
 Item 1.  Business.
 The use of the words we, us or our refers to G REIT Liquidating Trust and its
subsidiaries, except where the context otherwise requires.
 Overview
    Liquidation of G REIT, Inc.
   3




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4




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Our Advisor
  Current Investment Objectives and Policies
   
    
    managing costs and seeking to minimize operating expenses by centralizing management,
leasing, marketing, financing, accounting, renovation and data processing activities;
 
    
    improving rental income and cash flow by aggressively marketing rentable space and
raising rents when feasible and extending and renewing existing leases; and
 
    
    emphasizing regular maintenance and periodic renovation to meet the needs of tenants and
to maximize long-term returns.
  Liquidation Update
    5




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Tax Status
  Tax Treatment
  Reports to Beneficiaries
  Meetings of Beneficiaries; Removal of Trustees
  Distributions
   Competition
   6




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Government Regulations
  Costs of Compliance with the Americans with Disabilities Act.
 Costs of Government Environmental Regulation and Private Litigation.
 Use of Hazardous Substances by Some of Our Tenants.
 Other Federal, State and Local Regulations.
  7




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Property Sales
   Employees
  Financial Information About Industry Segments
  
 Item 1A.  Risk Factors.
 Risks Associated with Our Liquidation
 If we are unable to find buyers for properties at our expected sales prices, our liquidating
distributions to our beneficiaries may be delayed or reduced.
  We may be unable to sell our jointly held property interests at our expected value.
   8




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We may delay or reduce our estimated liquidating distributions.
  Our co-ownership arrangements with affiliated entities of our Advisor may not reflect solely our
beneficiaries best interest and may subject these investments to increased risks.
  
    
    the risk that the co-owner(s) in the investment might become bankrupt;
 
    
    the risk that the co-owner(s) may at any time have economic or business interests or
goals which are inconsistent with our business interests or goals;
 
    
    the risk that the co-owner(s) on the Congress Center property may not be able to make
required payments on loans under which we are jointly and severally liable;
 
    
    the risk that all the co-owners may not approve refinancings, leases and lease
amendments requiring unanimous consent of co-owners that would have adverse consequences
for beneficiaries; or
 
    
    the risk that the co-owner(s) may be in a position to take action contrary to our
instructions or requests or contrary to our policies or objectives, such as disapproving
the sale of the property.
  The downturn in the credit markets may increase the cost of borrowing, and may make it difficult
for prospective buyers of the properties to obtain financing, which would have a material adverse
effect on our liquidation.
   9




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Our ability to dispose of our properties and our ability to pay distributions to our beneficiaries
are subject to general economic and regulatory factors we cannot control or predict.
  
    
    poor economic times may result in defaults by tenants at our properties. We may also be
required to provide rent concessions or reduced rental rates to maintain or increase
occupancy levels;
 
    
    job transfers and layoffs may cause vacancies to increase and a lack of future
population and job growth may make it difficult to maintain or increase occupancy levels;
 
    
    increases in supply of competing properties or decreases in demand for our properties
may impact our ability to maintain or increase occupancy levels;
 
    
    changes in interest rates and availability of debt financing could render the sale of
our properties difficult or unattractive;
 
    
    periods of high interest rates may reduce cash flow from leveraged property;
 
    
    increased insurance premiums, real estate taxes or energy or other expenses may reduce
funds available for distribution or, to the extent such increases are passed through to
tenants, may lead to tenant defaults. Also, any such increased expenses may make it
difficult to increase rents to tenants on turnover, which may limit our ability to increase
our returns; and
 
    
    inability to increase or maintain the current occupancy rates and/or further
deterioration of property values may prevent prospective buyers from obtaining financing
for the acquisition of our properties due to stricter loan-to-value ratios, which would
increase the amount of cash needed to purchase the property.
 If any of the parties to a future sale agreement default thereunder, or if a sale does not
otherwise close, our liquidating distributions to our beneficiaries may be delayed or reduced.
   10




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Further decreases in property values may reduce the amount that we receive upon the sale of our
properties.
  
    
    further adverse changes in economic conditions;
 
    
    the financial performance of our tenants, and the ability of our tenants to satisfy
their obligations under their leases;
 
    
    terminations and/or less favorable renewals of leases by our tenants;
 
    
    competition; and
 
    
    changes in real estate tax rates and other operating expenses.
  If we are unable to maintain the occupancy rates of currently leased space and lease currently
available space, if tenants default under their leases or other obligations to us during the
liquidation process or if our cash flow during the liquidation is otherwise less than we expect,
our liquidating distributions to our beneficiaries may be delayed and/or reduced.
  If our liquidation costs or unpaid liabilities are greater than we expect, our liquidating
distributions to our beneficiaries may be delayed and/or reduced.
  If we are not able to sell our properties in a timely manner, we may experience severe liquidity
problems, may not be able to meet our obligations to our creditors and ultimately may become
subject to bankruptcy proceedings.
   11




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We may be unable to secure funds for future capital improvements, which could adversely impact our
ability to attract or retain tenants, and subsequently pay liquidating distributions to our
beneficiaries.
  Our properties are subject to property taxes that may increase in the future, which could
adversely affect our ability to sell our properties and to subsequently pay liquidating
distributions to our beneficiaries.
  There can be no assurance that the plan of liquidation will result in greater returns to our
beneficiaries on their investment within a reasonable period of time, than our beneficiaries would
receive through other alternatives reasonably available to us.
  We may not be able to receive No-Action Relief from the Staff
of the SEC, which could prevent us from maximizing the return to our beneficiaries.
  If we are unable to obtain No-Acton Relief from the Staff of the SEC and are unable to sell our remaining assets, we may have to comply fully with the
reporting requirements of the Exchange Act which could deplete our remaining assets.
  If we are not
able to receive No-Action Relief from the Staff of the SEC but continue to have beneficiaries, the
cost of compliance with the Exchange Act could decrease the proceeds available to our
beneficiaries.
  Our Trustees
may amend the plan of liquidation without further beneficiary approval.
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We have the authority to sell our remaining assets under terms less favorable than those assumed
for the purpose of estimating our net liquidation value range.
  The plan of liquidation may lead to litigation which could result in substantial costs and
distract our Trustees.
  Our Advisor has conflicts of interest that differ from our beneficiaries interests as a result of
the liquidation.
  
    
    Our Advisor or its affiliates receive compensation under the Advisory
Agreement, including fees for disposing of our interests in our properties. Our Advisor has
engaged its affiliate, Triple Net Properties Realty, Inc., or Realty, to provide various
services to us in connection with our properties, including disposing of our remaining
assets. In accordance with the plan of liquidation, our Advisor or Realty will be paid to
liquidate our remaining assets pursuant to the Advisory Agreement. Based on the estimated
sales prices of our remaining assets as of December 31, 2009, we estimate that we will pay
fees to Realty or its affiliates approximately $868,000 for disposing of our remaining
assets during liquidation. Our Advisor or Realty also have agreements with certain
affiliated co-owners of our properties, pursuant to which our Advisor will also receive
fees for the disposition of the affiliated co-owners interests in the properties. Based on
our estimated sales prices as of December 31, 2009, we estimate that the total fees that
will be received by our Advisor or Realty from the affiliated co-owners will be
approximately $1,111,000, which includes the fees to be received by our Advisor under the
Advisory Agreement. Moreover, if we sell one or more of our remaining assets to one of our
affiliates or an affiliate of our Advisor, our Advisor and Realty may receive additional
fees from the purchaser of the property.
 
    
    Our Advisor owns 23,138 units, and, therefore, in accordance with the plan of
liquidation, based on the net assets in liquidation as of December 31, 2009, plus
liquidating distributions to our beneficiaries through December 31, 2009, will be entitled
to receive approximately $228,000 in liquidating distributions. These estimates include
projections of costs and expenses expected to be incurred during the period required to
complete the plan of liquidation. These projections could change materially based on the
timing of any sales, the performance of the underlying assets and change in the underlying
assumptions of the projected cash flows.
 
    
    Our former Executive Vice President and Secretary, who is also an executive officer of
our Advisor, owns a total of 20,000 units, and, therefore, in accordance with the plan of
liquidation, based on the net assets in liquidation as of December 31, 2009, plus
liquidating distributions to our beneficiaries through December 31, 2009, will be entitled
to receive approximately $198,000 in liquidating distributions. These estimates include
projections of costs and expenses expected to be incurred during the period required to
complete the plan of liquidation. These projections could change materially based on the
timing of any sales, the performance of the underlying assets and change in the underlying
assumptions of the projected cash flows.
  13




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
    
    Our Trustees own a total of 45,000 units in the aggregate and, therefore, in accordance
with the plan of liquidation, based on the net assets in liquidation as of December 31,
2009, plus liquidating distributions to our beneficiaries through December 31, 2009, will be entitled to receive approximately
$444,000 in liquidating distributions. These estimates include projections of costs and
expenses expected to be incurred during the period required to complete the plan of
liquidation. These projections could change materially based on the timing of any sales, the
performance of the underlying assets and change in the underlying assumptions of the projected
cash flows.
 
    
    As of March 29, 2010, based upon the satisfaction of performance milestones to date,
each of our Trustees has received milestone payments of $50,000 from G REIT and/or G REIT
Liquidating Trust. Under the plan of liquidation,
G REITs independent directors were entitled to receive certain milestone payments of
$25,000 on each of December 31, 2007 and 2006 for serving as members of G REITs board of
directors and G REITs special committee. Our Trustees (and previously as the independent
directors of G REIT) are also entitled to receive a milestone payment of $50,000 each when
we have made aggregate liquidating distributions of at least $11.00 per unit to our
beneficiaries. Assuming that our Trustees receive the maximum amount of milestone payments
for serving as our Trustees and for previously serving as members of G REITs board of
directors and G REITs special committee, they will each receive aggregate payments of up
to $100,000. However, based on the estimated liquidating distributions of $9.88 per unit as
of December 31, 2009, we do not anticipate that any additional milestone payments will be
made to the Trustees as we do not anticipate making aggregate liquidating distributions of
at least $11.00 per unit to our beneficiaries.
 
    
    The plan of liquidation permits us to sell one or more of our remaining assets to one
or more of our affiliates, but only if the transaction is approved by our Trustees. If we
enter such a transaction, our Trustees will only approve the transaction if (i) they
determine that the consideration to be received by us in connection with such transaction
is fair to us and the transaction is in our best interests, and (ii) we have obtained an
appraisal of such asset showing that the proposed sale price is within the appraisers
range of estimated values for the asset, or we have obtained an opinion from and
independent third party that the consideration to be received by us in connection with
such sale is fair to us from a financial point of view. We expect that our Trustees will
require that an independent third party opine to us, from a financial point of view, as to
the fairness of the consideration to be received by us in such transaction or conduct an
appraisal of the underlying property. In no event will our Trustees approve a transaction
if we have received a higher offer for the property from a credible party whom we
reasonably believe is ready, able and willing to close the transaction on the proposed
terms. Additionally, if we sell one or more of our remaining assets to unaffiliated third
parties or our affiliates, Realty, our Advisor, or an affiliate of our Advisor may manage
one or more of such properties following their sale, which would entitle Realty, our
Advisor, or an affiliate of our Advisor to receive additional fees.
 
    
    Our Advisor is entitled to receive certain incentive distributions from net proceeds
from the sale of our remaining assets after our beneficiaries have received their invested
capital, plus an 8.0% return on such invested capital. After the sale of our remaining
assets, and payment of, or adequate provision for, the debts and obligations, our Advisor
will receive an incentive performance distribution between approximately $0 and $9,070,000.
Based on the valuation of our portfolio as of December 31, 2009, we do not expect to pay
and have not reserved for any incentive fee distribution to our Advisor.
  We do not have an executed advisory agreement, and we could lose the services of our Advisor,
which may increase operating expenses, and delay or reduce our liquidating distributions.
   14




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If our Advisor is unable to retain key executives and employees sufficient to complete the plan of
liquidation in a reasonably expeditious manner, our liquidating distributions might be delayed or
reduced.
  Our beneficiaries may not receive any profits resulting from the sale of our remaining assets, or
receive such profits in a timely manner, because we may provide financing to the purchaser of our
remaining assets.
  Beneficiaries could be liable to the extent of liquidating distributions received from us if
contingent reserves are insufficient to satisfy our liabilities.
   We may have underestimated the amount of prepayment fees or defeasance charges on our
mortgages.
   15




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Our beneficiaries may recognize taxable income as a result of the transfer of GREITs assets and
liabilities to us.
  The value of our portfolio may be adversely affected by the adoption of the plan of
liquidation.
  Our adoption of the plan of liquidation caused our accounting basis to change, which could require
us to write-down our remaining assets.
  We may incur increasingly significant costs in connection with Sarbanes-Oxley compliance and we
may become subject to liability for any failure to comply.
    16




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Other Risks of Our Business
 Due to the risks involved in the ownership of real estate, there is no guarantee of any return on
our beneficiaries investments and our beneficiaries may lose some or all of their investments.
  
    
    changes in the general economic climate;
 
    
    changes in local conditions such as an oversupply of space or reduction in demand for
real estate;
 
    
    changes in interest rates and the availability of financing; and
 
    
    changes in laws and governmental regulations, including those governing real estate
usage, zoning and taxes.
  If our unconsolidated property is unable to generate sufficient funds to pay its expenses,
liabilities or distributions, our liquidating distributions to our beneficiaries may be reduced
and/or delayed.
  Our properties face significant competition.
   17




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We depend upon our tenants to pay rent, and their inability to pay rent may substantially reduce
our revenues and cash available for distribution to our beneficiaries.
  
    
    downturns in national, regional or local economic conditions where our property is
located, which generally will negatively impact the demand for office space and rental
rates;
 
    
    changes in local market conditions such as an oversupply of office properties,
including space available by sublease, or a reduction in demand for the lease of office
properties, making it more difficult for us to lease space at attractive rental rates or at
all;
 
    
    competition from other available office properties owned by others, which could cause
us to lose current or prospective tenants or cause us to reduce rental rates to competitive
levels;
 
    
    our ability to pay for adequate maintenance, insurance, utility, security and other
operating costs, including real estate taxes and debt service payments, that are not
necessarily reduced when circumstances such as market factors and competition cause a
reduction in income from a property; and
 
    
    changes in federal, state or local regulations and controls affecting rents, prices of
goods, interest rates, fuel and energy consumption.
  Our use of borrowings on the Congress Center property could result in its foreclosure and
unexpected debt service expenses upon refinancing, both of which could have an adverse impact on
our operations and cash flow. Additionally, restrictive covenants in our loan documents may
restrict our operating activities.
     18




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We are dependent upon those tenants that generate significant rental income at our properties,
which may have a negative impact on our financial condition if these tenants are unable to meet
their rental obligations to us.
   Lack of diversification and illiquidity of real estate may make it difficult for us to sell an
underperforming property or recover our investment in a property.
  Lack of geographic diversity may expose us to regional economic downturns that could adversely
impact our operations or our ability to recover our investment in one or more of our properties.
   19




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Losses for which we either could not or did not obtain insurance will adversely affect our
earnings and we may be unable to comply with insurance requirements contained in mortgage or other
agreements due to high insurance costs.
   The failure of any bank in which we deposit our funds could reduce the amount of cash we have
available to pay liquidating distributions.
  There is currently no public market for our units of beneficial interest and the units of
beneficial interest may not be transferred except by operation of law or upon the death of a
beneficiary.
   20




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Our properties were purchased at a time when the commercial real estate market was experiencing
substantial influxes of capital investment and competition for properties; therefore our
properties may not maintain their current value or may further decrease in value.
  The conflicts of interest of our Advisors executives and employees with us mean we will not be
managed by our Advisor solely in the best interests of our beneficiaries.
   
    
    limit the time and services that our Advisor devotes to us, because it will be
providing similar services to T REIT Liquidating Trust, NNN 2002 Value Fund, LLC, NNN 2003
Value Fund, LLC and other real estate programs and properties;
 
    
    impair our ability to compete for tenants in geographic areas where other properties
are advised by our Advisor and its affiliates; and
 
    
    impair our ability to compete for the resources necessary to
complete the disposition of properties with other real estate
entities that are also advised by our Advisor and its affiliates and seeking to dispose of
properties at or about the same time as us.
  Increases in our insurance rates could adversely affect our cash flow and our ability to make
liquidating distributions to our beneficiaries.
  Our consolidated properties depend upon the Texas and California economies and the demand for
office space in those states.
   21




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Because some of our principal tenants are U.S. government and state agencies, our properties may
have a higher risk of terrorist attack than similar properties leased to non-governmental tenants.
  We depend on the U.S. government for a significant portion of our revenues. Any failure by the
U.S. government to perform its obligations or renew its leases upon expiration may harm our cash
flow and ability to pay liquidating distributions.
  An increase in the operating costs of our government-leased properties would harm our cash flow
and ability to pay liquidating distributions.
  Since our cash flow is not assured, we may not pay distributions in the future.
  The absence of arms length bargaining may mean that our agreements are not as favorable to our
beneficiaries as these agreements otherwise would have been.
   22




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Item 1B.  Unresolved Staff Comments.
  
 Item 2.  Properties.
   % Total of
    
    
    
    
    
    
    AnnualGLA
    
    
    % of
    
    
    %
    
    
    Date
    
    
    Annual
    
    
    Annualized
    
    
    Physical
    
    
    Rent perProperty
    
    Location
    
    (Sq Ft)
    
    
    GLA
    
    
    Owned
    
    
    Acquired
    
    
    Rent(1)
    
    
    Rent
    
    
    Occupancy
    
    
    Sq Ft(2)Sutter Square Galleria
    
    Sacramento, CA
    
    
    61,000
    
    
    
    7.5
    %
    
    
    100.0
    %
    
    
    10/28/03
    
    
    $
    773,000
    
    
    
    10.5
    %
    
    
    61.5
    %
    
    $
    20.55Pacific Place
    
    Dallas, TX
    
    
    324,000
    
    
    
    39.9
    
    
    
    100.0
    %
    
    
    05/26/04
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    Western Place I & II
    
    Fort Worth, TX
    
    
    427,000
    
    
    
    52.6
    
    
    
    78.5
    %
    
    
    07/23/04
    
    
    
    6,611,000
    
    
    
    89.5
    
    
    
    91.7
    %
    
    $
    16.87Totals
    
    
    
    
    812,000
    
    
    
    100.0
    %
    
    
    
    
    
    
    
    
    
    $
    7,384,000
    
    
    
    100.0
    %
    
    
    52.9
    %
    
    $
    17.19
 
 (1)
    
    Annualized rental income is based on contractual base rent from leases
in effect as of December 31, 2009.(2)
    
    Average annual rent per occupied square foot as of December 31, 2009.  
    
    we have no plans for any material renovations, improvements or development of our
properties, except in accordance with planned budgets; and
 
    
    our properties are located in markets where we are subject to competition in attracting
new tenants and retaining current tenants.
 Significant Tenants
  Ownership Information
  
  23




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Ownership of Congress Center
  
 Ownership of Western Place I & II
  
  24




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Lease Expiration Table
  % of Leased
    
    
    
    
    
    
    % of TotalTotal Square Feet
    
    
    Area
    
    
    Annual Rent
    
    
    Annual RentNumber of
    
    
    of
    
    
    Represented by
    
    
    Under
    
    
    Represented byYear Ending December 31
    
    Leases Expiring
    
    
    Expiring Leases
    
    
    Expiring Leases
    
    
    Expiring Leases
    
    
    Expiring Leases(1)2010
    
    
    11
    
    
    
    110,000
    
    
    
    25.8
    %
    
    $
    1,887,000
    
    
    
    25.6
    %2011
    
    
    10
    
    
    
    40,000
    
    
    
    9.4
    
    
    
    770,000
    
    
    
    10.42012
    
    
    11
    
    
    
    88,000
    
    
    
    20.6
    
    
    
    1,636,000
    
    
    
    22.22013
    
    
    8
    
    
    
    47,000
    
    
    
    11.0
    
    
    
    872,000
    
    
    
    11.82014
    
    
    9
    
    
    
    59,000
    
    
    
    13.8
    
    
    
    1,039,000
    
    
    
    14.12015
    
    
    4
    
    
    
    56,000
    
    
    
    13.1
    
    
    
    811,000
    
    
    
    11.02016
    
    
    1
    
    
    
    7,000
    
    
    
    1.6
    
    
    
    122,000
    
    
    
    1.72017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Thereafter
    
    
    1
    
    
    
    20,000
    
    
    
    4.7
    
    
    
    244,000
    
    
    
    3.3Total
    
    
    55
    
    
    
    427,000
    
    
    
    100.0
    %
    
    $
    7,381,000
    
    
    
    100.0
    %
 
 (1)
    
    The annual rent percentage is based on the total annual base rent as
of December 31, 2009, which, in addition to leases with scheduled
expirations as included in this table, include certain tenants that
have leases extended on a monthly basis.  25




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Concentration of Tenants
  % ofCurrent
    
    
    Total
    
    
    RentableAnnual
    
    
    Rental
    
    
    Square
    
    
    LeaseLessee
    
    Property
    
    Base Rent
    
    
    Income
    
    
    Feet
    
    
    ExpirationLockheed Martin/EIS*
    
    Western Place I & II
    
    $
    669,000
    
    
    
    9.1
    %
    
    
    38,000
    
    
    
    12/31/2010BAE Systems*
    
    Western Place I & II
    
    
    565,000
    
    
    
    7.7
    
    
    
    32,000
    
    
    
    04/30/2012U.S. General Services
Administration*
    
    Western Place I & II
    
    
    374,000
    
    
    
    5.1
    
    
    
    20,000
    
    
    
    10/31/2012THS Business Telecommunications
    
    Western Place I & II
    
    
    376,000
    
    
    
    5.1
    
    
    
    22,000
    
    
    
    02/28/2010UC Davis Extension*
    
    Sutter Square Galleria
    
    
    372,000
    
    
    
    5.0
    
    
    
    18,000
    
    
    
    01/01/2012Apex Capital Corp.
    
    Western Place I & II
    
    
    358,000
    
    
    
    4.8
    
    
    
    21,000
    
    
    
    12/31/2015Tarrant Workforce Advantage
    
    Western Place I & II
    
    
    322,000
    
    
    
    4.4
    
    
    
    17,000
    
    
    
    07/31/2013Plains Capital Group
    
    Western Place I & II
    
    
    284,000
    
    
    
    3.9
    
    
    
    14,000
    
    
    
    02/28/2014Leprechaun LLC
    
    Western Place I & II
    
    
    244,000
    
    
    
    3.3
    
    
    
    20,000
    
    
    
    01/31/2020LIFO Systems
    
    Western Place I & II
    
    
    232,000
    
    
    
    3.1
    
    
    
    12,000
    
    
    
    11/30/2013Total
    
    
    
    $
    3,796,000
    
    
    
    51.4
    %
    
    
    214,000
 
 *
    
    Government entity or government contractor.  Geographic Diversification; Concentration Table
  Aggregate
    
    
    Approximate
    
    
    Current
    
    
    ApproximateNo. of
    
    
    Rentable
    
    
    % of Rentable
    
    
    Annual Base
    
    
    % of AggregateState
    
    Properties
    
    
    Square Feet
    
    
    Square Feet
    
    
    Rent
    
    
    Annual RentTexas
    
    
    2
    
    
    
    751,000
    
    
    
    92.5
    %
    
    $
    6,611,000
    
    
    
    89.5
    %California
    
    
    1
    
    
    
    61,000
    
    
    
    7.5
    
    
    
    773,000
    
    
    
    10.5Total
    
    
    3
    
    
    
    812,000
    
    
    
    100.0
    %
    
    $
    7,384,000
    
    
    
    100.0
    %
  Indebtedness
   26




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##### Table of Contents



Item 3.  Legal Proceedings.
  
 Item 4.  (Removed and Reserved).
 
 PART II
 
 Item 5.  Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
 Market Information
  Beneficiaries
  Distributions
  Equity Compensation Plan Information
   27




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##### Table of Contents



Item 6.  Selected Financial Data.
  December 31,
    
    
    December 31,Selected Financial Data
    
    2009
    
    
    2008STATEMENT OF NET ASSETS:Total assets
    
    $
    43,696,000
    
    
    $
    86,679,000Mortgage loans payable secured by property held for sale
    
    $
    
    
    
    $
    19,324,000Net assets in liquidation(1)
    
    $
    40,509,000
    
    
    $
    60,909,000Net asset value per unit(1)
    
    $
    0.92
    
    
    $
    1.39
 
 (1)
    
    The net assets in liquidation as of December 31, 2009
of $40,509,000 plus cumulative liquidating distributions paid through December 31, 2009 of
$393,223,000 (which includes $382,270,000 paid to G REIT stockholders prior to the transfer
of G REITs assets and liabilities to us), would result in liquidating distributions to our
beneficiaries per unit of approximately $9.88 per unit (of which $8.95 per unit has been paid,
which includes $8.70 per share paid to G REIT stockholders prior to the transfer of G REITs
assets and liabilities to us). Period fromJanuary 28,2008Year Ended
    
    
    throughDecember 31,
    
    
    December 31,2009
    
    
    2008STATEMENT OF CHANGES IN NET ASSETS:Net assets in liquidation, beginning of the period
    
    $
    60,909,000
    
    
    $
    Net assets contributed to G REIT Liquidating Trust on January 28, 2008
    
    
    
    
    
    
    96,408,000Change in estimated costs in excess of estimated receipts during liquidation
    
    
    3,360,000
    
    
    
    (3,908,000
    )Net decrease in fair value
    
    
    (19,148,000
    )
    
    
    (25,249,000
    )Liquidating distributions to beneficiaries
    
    
    (4,612,000
    )
    
    
    (6,342,000
    )Change in net assets in liquidation
    
    
    (20,400,000
    )
    
    
    (35,499,000
    )Net assets in liquidation, end of the period
    
    $
    40,509,000
    
    
    $
    60,909,000
  28




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##### Table of Contents



Item 7.  Managements Discussion and Analysis of Financial Condition and Results of Operations.
 The use of the words we, us or our refers to G REIT Liquidating Trust and its
subsidiaries, except where the context otherwise requires.
  Forward-Looking Statements
  Overview and Background
   29




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Liquidation of G REIT, Inc.
    30




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Our Advisor
   Property Dispositions
    31




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##### Table of Contents



Critical Accounting Policies
 Use of Estimates
  Liquidation Basis of Accounting
   Asset (Liability) for Estimated Receipts (Costs) in Excess of Estimated Costs (Receipts) during
Liquidation
    32




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##### Table of Contents



December 31,
    
    
    Cash Payments
    
    
    Change in
    
    
    December 31,2008
    
    
    and (Receipts)
    
    
    Estimates
    
    
    2009Assets:Estimated net
inflows (outflows)
from consolidated
and unconsolidated
operating
activities
    
    $
    (766,000
    )
    
    $
    (1,133,000
    )
    
    $
    6,661,000
    
    
    $
    4,762,000Liabilities:Liquidation costs
    
    
    (813,000
    )
    
    
    398,000
    
    
    
    (2,220,000
    )
    
    
    (2,635,000
    )Capital expenditures
    
    
    (1,356,000
    )
    
    
    2,012,000
    
    
    
    (2,359,000
    )
    
    
    (1,703,000
    )Total liabilities
    
    
    (2,169,000
    )
    
    
    2,410,000
    
    
    
    (4,579,000
    )
    
    
    (4,338,000
    )Total asset
(liability) for
estimated receipts
(costs) in excess
of estimated
receipts during
liquidation
    
    $
    (2,935,000
    )
    
    $
    1,277,000
    
    
    $
    2,082,000
    
    
    $
    424,000
  January 28,
    
    
    Cash Payments
    
    
    Change in
    
    
    December 31,2008
    
    
    and (Receipts)
    
    
    Estimates
    
    
    2008Assets:Estimated net
inflows (outflows)
from consolidated
and unconsolidated
operating
activities
    
    $
    3,723,000
    
    
    $
    71,000
    
    
    $
    (4,560,000
    )
    
    $
    (766,000
    )Liabilities:Liquidation costs
    
    
    (1,946,000
    )
    
    
    1,111,000
    
    
    
    22,000
    
    
    
    (813,000
    )Capital expenditures
    
    
    (804,000
    )
    
    
    663,000
    
    
    
    (1,215,000
    )
    
    
    (1,356,000
    )Total liabilities
    
    
    (2,750,000
    )
    
    
    1,774,000
    
    
    
    (1,193,000
    )
    
    
    (2,169,000
    )Total asset
(liability) for
estimated receipts
(costs) in excess
of estimated costs
(receipts) during
liquidation
    
    $
    973,000
    
    
    $
    1,845,000
    
    
    $
    (5,753,000
    )
    
    $
    (2,935,000
    )
 Net Assets in Liquidation
  Factors Which May Influence Future Changes in Net Assets in Liquidation
 Investment in Unconsolidated Real Estate
   33




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##### Table of Contents



Rental Income
  Scheduled Lease Expirations
  Transfer to G REIT Liquidating Trust
  Investments in real estate
    
    $
    85,734,000Cash and cash equivalents
    
    
    29,374,000Restricted cash
    
    
    1,412,000Accounts receivable, net
    
    
    2,325,000Accounts receivable from related parties
    
    
    373,000Asset for estimated receipts in excess of estimated costs during liquidation
    
    
    973,000Mortgage loans payable secured by real estate
    
    
    (18,840,000
    )Accounts payable and accrued expenses
    
    
    (3,848,000
    )Accounts payable to related parties
    
    
    (227,000
    )Security deposits and prepaid rent
    
    
    (868,000
    )Net assets in liquidation
    
    $
    96,408,000
 Changes in Net Assets in Liquidation
 For the year ended December 31, 2009
    34




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For the period from January 28, 2008 through December 31, 2008
   Liquidity and Capital Resources
  Current Sources of Capital and Liquidity
     35




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##### Table of Contents



Other Liquidity Needs
         36




---



##### Table of Contents



Factors Which May Influence Future Sources of Capital and Liquidity
      Capital Resources
 General
    37




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##### Table of Contents



Financing
   Unconsolidated Debt
   Insurance Coverage
 Property Damage, Business Interruption, Earthquake and Terrorism
  Debt Service Requirements
  Contractual Obligations
   38




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##### Table of Contents



Off-Balance Sheet Arrangements
  Inflation
  Recently Issued Accounting Pronouncements
 The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles  a
Replacement of FASB Statement No. 162
 
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 8. Financial Statements and Supplementary Data.
  
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
  
 Item 9A(T). Controls and Procedures.
 Evaluation of disclosure controls and procedures.
  39




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##### Table of Contents



Managements Report on Internal Control over Financial Reporting.
   Changes in internal control over financial reporting.
  
 Item 9B. Other Information.
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
  Name
    
    Age
    
    Position
    
    Term of OfficeGary T. Wescombe
    
    
    67
    
    
    Chairman of the Trustees
    
    Since January 2008Gary Hunt
    
    
    61
    
    
    Trustee
    
    Since January 2008W. Brand Inlow
    
    
    56
    
    
    Trustee
    
    Since January 2008Edward A. Johnson
    
    
    58
    
    
    Trustee
    
    Since January 2008D. Fleet Wallace
    
    
    42
    
    
    Trustee
    
    Since January 2008
 Gary T. Wescombe
  40




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##### Table of Contents



Gary H. Hunt
 W. Brand Inlow
 Edward A. Johnson
  41




---



##### Table of Contents



D. Fleet Wallace
 Audit Committee
  Fiduciary Relationship of our Advisor to Us
    Compensation of Trustees
   Trustee
    
    Role
    
    Meeting Fees ($)Gary T. Wescombe
    
    Chairman of the Trustees
    
    $
    12,000Edward A. Johnson
    
    Trustee
    
    $
    8,000D. Fleet Wallace
    
    Trustee
    
    $
    8,000W. Brand Inlow
    
    Trustee
    
    $
    8,000Gary H. Hunt
    
    Trustee
    
    $
    8,000
  42




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##### Table of Contents



Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
  
 Item 11. Executive Compensation.
 Compensation of Executive Officers
  Option/SAR Grants in Last Fiscal Year
  Compensation Committee Interlocks and Insider Participation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
 Principal Beneficiaries
    43




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##### Table of Contents



Number of UnitsBeneficially
    
    
    Percent ofName of Beneficial Owner
    
    Owned
    
    
    ClassGary T. Wescombe, Chairman of the Trustees
    
    
    10,000
    
    
    
    *Edward A. Johnson, Trustee
    
    
    10,000
    
    
    
    *D. Fleet Wallace, Trustee
    
    
    10,000
    
    
    
    *W. Brand Inlow, Trustee
    
    
    10,000
    
    
    
    *Gary H. Hunt, Trustee
    
    
    5,000
    
    
    
    *Total
    
    
    45,000
 
 *
    
    Represents less than 1.0% of our outstanding units of beneficial
interest. 
 Item 13. Certain Relationships and Related Transactions, and Director Independence.
  Advisory Agreement
     44




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##### Table of Contents



Real Estate Disposition Fee
  Lease Commissions
  Property Management Fees
  Incentive Distributions
  Milestone Payments to our Trustees
  Related Party Receivables/Payables
   45




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##### Table of Contents



Review, Approval or Ratification of Transactions with Related Persons
  Director and Trustee Independence
  
 Item 14. Principal Accounting Fees and Services.
   46




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules.
 Financial Statements:
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageUnaudited Consolidated Statement of Net Assets as of December 31, 2009 and 2008 (Liquidation Basis)
    
    
    48Unaudited Consolidated Statement of Changes in Net Assets (Liquidation Basis) For the Year Ended
December 31, 2009 and For the Period from January 28, 2008 through December 31, 2008
    
    
    49Notes to Unaudited Consolidated Financial Statements
    
    
    50
 Financial Statement Schedules:
  Real Estate and Accumulated Depreciation (Schedule III)
    
    
    60
  Exhibits:
  Exhibits:
  Financial Statement Schedules:
 Real Estate and Accumulated Depreciation (Schedule III)
    
    
    60
  47




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##### Table of Contents



G REIT LIQUIDATING TRUST
 
 CONSOLIDATED STATEMENT OF NET ASSETS
(Liquidation Basis)
As of December 31, 2009 and 2008 (Unaudited)
 December 31,
    
    
    December 31,2009
    
    
    2008ASSETSReal estate investments:Real estate held for sale
    
    $
    28,856,000
    
    
    $
    39,802,000Investment in unconsolidated real estate
    
    
    1,619,000
    
    
    
    8,544,00030,475,000
    
    
    
    48,346,000Cash and cash equivalents
    
    
    5,842,000
    
    
    
    35,777,000Accounts receivable, net
    
    
    1,617,000
    
    
    
    2,139,000Related party receivables
    
    
    5,338,000
    
    
    
    417,000Asset for estimated receipts in excess of estimated costs
during liquidation
    
    
    424,000
    
    
    
    Total assets
    
    
    43,696,000
    
    
    
    86,679,000LIABILITIESMortgage loans payable secured by properties held for sale
    
    $
    
    
    
    $
    19,324,000Accounts payable and accrued liabilities
    
    
    2,598,000
    
    
    
    2,885,000Related party payables
    
    
    146,000
    
    
    
    133,000Security deposits and prepaid rent
    
    
    443,000
    
    
    
    493,000Liability for estimated costs in excess of estimated
receipts during liquidation
    
    
    
    
    
    
    2,935,000Total liabilities
    
    
    3,187,000
    
    
    
    25,770,000Commitments and contingencies (Note 11)Net assets in liquidation
    
    $
    40,509,000
    
    
    $
    60,909,000
   48




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G REIT LIQUIDATING TRUST
 
 CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
(Liquidation Basis)
For the Year Ended December 31, 2009 and For the Period from January 28, 2008
through December 31, 2008 (Unaudited)
 Period FromJanuary 28,2008Year Ended
    
    
    throughDecember 31,
    
    
    December 31,2009
    
    
    2008Net assets in liquidation, beginning of period
    
    $
    60,909,000Changes in net assets in liquidation:Net assets contributed to G REIT Liquidating Trust on January 28, 2008
    
    
    
    
    
    $
    96,408,000Changes to asset (liability) for estimated receipts (costs) in excess
of estimated costs (receipts) during liquidation:Operating (income) loss
    
    
    (925,000
    )
    
    
    313,000Distributions received from unconsolidated property
    
    
    (208,000
    )
    
    
    (242,000
    )Payments of liquidation costs and other amounts
    
    
    2,410,000
    
    
    
    1,774,000Change in estimated receipts (costs) in excess of estimated costs
(receipts) during liquidation
    
    
    2,083,000
    
    
    
    (5,753,000
    )Change to asset (liability) for estimated costs in excess of
estimated receipts during liquidation
    
    
    3,360,000
    
    
    
    (3,908,000
    )Change in fair value of assets and liabilities:Change in fair value of real estate investments
    
    
    (17,871,000
    )
    
    
    (23,404,000
    )Change in assets and liabilities due to activity in liability for
estimated costs in excess of estimated receipts during liquidation
    
    
    (1,277,000
    )
    
    
    (1,845,000
    )Net decrease in fair value
    
    
    (19,148,000
    )
    
    
    (25,249,000
    )Liquidating distributions to beneficiaries
    
    
    (4,612,000
    )
    
    
    (6,342,000
    )Change in net assets in liquidation
    
    
    (20,400,000
    )
    
    
    (35,499,000
    )Net assets in liquidation, end of period
    
    $
    40,509,000
    
    
    $
    60,909,000
   49




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##### Table of Contents



G REIT LIQUIDATING TRUST
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended December 31, 2009 and For the Period from January 28, 2008
through December 31, 2008 (Unaudited)
 The use of the words we, us or our refers to G REIT Liquidating Trust and its
subsidiaries, except where the context otherwise requires.
 1. Organization and Description of Business
      50




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##### Table of Contents



G REIT LIQUIDATING TRUST
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  (Continued)
 2. Plan of Liquidation
       51




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##### Table of Contents



G REIT LIQUIDATING TRUST
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  (Continued)
  3. Summary of Significant Accounting Policies
  Use of Estimates
  Principles of Consolidation
 Consolidation
 Liquidation Basis of Accounting
  Cash and Cash Equivalents
   52




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##### Table of Contents



G REIT LIQUIDATING TRUST
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  (Continued)
 Minority Interests
  Concentration of Credit Risk
   Revenue Recognition
  Income Taxes
  Segments
 Segment Reporting
 Recently Issued Accounting Pronouncements
 The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles  a
Replacement of FASB Statement No. 162
  53




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##### Table of Contents



G REIT LIQUIDATING TRUST
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  (Continued)
 4. Asset (Liability) for Estimated Receipts (Costs) in Excess of Estimated Costs (Receipts) during
Liquidation
   December 31,
    
    
    Cash Payments
    
    
    Change in
    
    
    December 31,2008
    
    
    and (Receipts)
    
    
    Estimates
    
    
    2009Assets:Estimated net
inflows from
consolidated and
unconsolidated
operating
activities
    
    $
    (766,000
    )
    
    $
    (1,133,000
    )
    
    $
    6,661,000
    
    
    $
    4,762,000Liabilities:Liquidation costs
    
    
    (813,000
    )
    
    
    398,000
    
    
    
    (2,220,000
    )
    
    
    (2,635,000
    )Capital expenditures
    
    
    (1,356,000
    )
    
    
    2,012,000
    
    
    
    (2,359,000
    )
    
    
    (1,703,000
    )Total liabilities
    
    
    (2,169,000
    )
    
    
    2,410,000
    
    
    
    (4,579,000
    )
    
    
    (4,338,000
    )Total asset
(liability) for
estimated receipts
(costs) in excess
of estimated costs
(receipts) during
liquidation
    
    $
    (2,935,000
    )
    
    $
    1,277,000
    
    
    $
    2,082,000
    
    
    $
    424,000
  January 28,
    
    
    Cash Payments
    
    
    Change in
    
    
    December 31,2008
    
    
    and (Receipts)
    
    
    Estimates
    
    
    2008Assets:Estimated net
inflows from
consolidated and
unconsolidated
operating
activities
    
    $
    3,723,000
    
    
    $
    71,000
    
    
    $
    (4,560,000
    )
    
    $
    (766,000
    )Liabilities:Liquidation costs
    
    
    (1,946,000
    )
    
    
    1,111,000
    
    
    
    22,000
    
    
    
    (813,000
    )Capital expenditures
    
    
    (804,000
    )
    
    
    663,000
    
    
    
    (1,215,000
    )
    
    
    (1,356,000
    )Total liabilities
    
    
    (2,750,000
    )
    
    
    1,774,000
    
    
    
    (1,193,000
    )
    
    
    (2,169,000
    )Total asset
(liability) for
estimated receipts
(costs) in excess
of estimated costs
(receipts) during
liquidation
    
    $
    973,000
    
    
    $
    1,845,000
    
    
    $
    (5,753,000
    )
    
    $
    (2,935,000
    )
 5. Net Assets in Liquidation
   54




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G REIT LIQUIDATING TRUST
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  (Continued)
     6. Real Estate Investments
    55




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##### Table of Contents



G REIT LIQUIDATING TRUST
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  (Continued)
 7. Mortgage Loans Payable Secured by Properties Held for Sale
   8. Minority Interests
   9. Future Minimum Rent
 Rental Income
  Year Ending
    
    Amount2010
    
    $
    6,704,0002011
    
    
    5,108,0002012
    
    
    3,673,0002013
    
    
    2,795,0002014
    
    
    1,859,000Thereafter
    
    
    2,091,000Total
    
    $
    22,230,000
  56




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##### Table of Contents



G REIT LIQUIDATING TRUST
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  (Continued)
  10. Related Party Transactions
 Advisory Agreement
 Advisory Fees
   Real Estate Disposition Fee
  Lease Commissions
  Property Management Fees
   57




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##### Table of Contents



G REIT LIQUIDATING TRUST
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  (Continued)
 Incentive Distributions
  Milestone Payments to our Trustees
  Related Party Receivables/Payables
  Review, Approval or Ratification of Transactions with Related Persons
  11. Commitments and Contingencies
 Operating Leases
   58




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##### Table of Contents



G REIT LIQUIDATING TRUST
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  (Continued)
 Litigation
  Environmental Matters
  Unconsolidated Debt
    Other
  12. Subsequent Event
   59




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G REIT LIQUIDATING TRUST
 
 SCHEDULE III  REAL ESTATE AND ACCUMULATED DEPRECIATION
 Maximum Lifeon WhichDepreciation inGross Amounts at Which Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    LatestInitial Costs to Company
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    IncomeBuildings and
    
    
    
    
    
    
    Buildings and
    
    
    Accumulated
    
    
    Liquidation
    
    
    
    
    
    
    Date
    
    
    Date

    
    Statement isEncumbrance
    
    
    Land
    
    
    Improvements
    
    
    Land
    
    
    Improvements
    
    
    Depreciation(1)
    
    
    Adjustment(2)
    
    
    Total
    
    
    Constructed
    
    
    Acquired

    
    Computed(1)Sutter Square
Galleria (Office),
Sacramento, CA
    
    $
    
    
    
    $
    
    
    
    $
    8,414,000
    
    
    $
    
    
    
    $
    9,194,000
    
    
    $
    (581,000
    )
    
    $
    
    
    
    $
    8,613,000
    
    
    
    1987
    
    
    October 28, 2003
    
    39 yearsWestern Place I &
II (Office),
Fort Worth, TX
    
    
    24,000,000
    
    
    
    2,397,000
    
    
    
    27,652,000
    
    
    
    2,397,000
    
    
    
    33,536,000
    
    
    
    (1,517,000
    )
    
    
    
    
    
    
    34,416,000
    
    
    
    1980
    
    
    July 23, 2004
    
    39 yearsPacific Place
(Office), Dallas,
TX
    
    
    
    
    
    
    1,230,000
    
    
    
    24,646,000
    
    
    
    1,230,000
    
    
    
    26,543,000
    
    
    
    (1,372,000
    )
    
    
    
    
    
    
    26,401,000
    
    
    
    1982
    
    
    May 26, 2004
    
    39 yearsNet Liquidation
Adjustment(2)
    
    
    (5,160,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (39,079,000
    )
    
    
    (39,079,000
    )Total
    
    $
    18,840,000
    
    
    $
    3,627,000
    
    
    $
    60,712,000
    
    
    $
    3,627,000
    
    
    $
    69,273,000
    
    
    $
    (3,470,000
    )
    
    $
    (39,079,000
    )
    
    $
    30,351,000
  Balance as of December 31, 2008 (liquidation basis)
    
    $
    39,802,000Capital expenditures
    
    
    2,011,000Liquidation adjustment, net (3)
    
    
    (11,462,000
    )Balance as of December 31, 2009 (liquidation basis)
    
    $
    30,351,000
  Real estate investments contributed to G REIT Liquidating Trust on January 28, 2008 (liquidation basis)
    
    $
    71,016,000Capital expenditures
    
    
    958,000Liquidation adjustment, net(3)
    
    
    (18,188,000
    )Disposals
    
    
    (13,984,000
    )Balance as of December 31, 2008 (liquidation basis)
    
    $
    39,802,000
 
 (1)
    
    Depreciation expense has not been recorded subsequent to December 31, 2005 as a result of the adoption of the plan of liquidation, because all assets are considered held for sale.(2)
    
    Under the liquidation basis of accounting, our real estate investments are carried at their estimated fair values. The net liquidation adjustment is the cumulative net
liquidation adjustment that we and G REIT have made to the carrying value of our remaining real estate investments since we adopted the liquidation basis of accounting as of
December 31, 2005.(3)
    
    Represents the net liquidation adjustment we made to the carrying value of our remaining real estate investments during the period.  60




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##### Table of Contents



SIGNATURES
  G REIT LIQUIDATING TRUST(Registrant)By
    
    /s/ Gary T. Wescombe

Gary T. Wescombe
    
    
    
    Chairman of the TrusteesDate
    
    March 29, 2010
  By
    
    /s/ Gary T. Wescombe

Gary T. Wescombe
    
    
    
    Chairman of the TrusteesDate
    
    March 29, 2010By
    
    /s/ Gary H. Hunt

Gary H. Hunt
    
    
    
    TrusteeDate
    
    March 29, 2010By
    
    /s/ W. Brand Inlow

W. Brand Inlow
    
    
    
    TrusteeDate
    
    March 29, 2010By
    
    /s/ Edward A. Johnson

Edward A. Johnson
    
    
    
    TrusteeDate
    
    March 29, 2010By
    
    /s/ D. Fleet Wallace

D. Fleet Wallace
    
    
    
    TrusteeDate
    
    March 29, 2010
  61




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##### Table of Contents



EXHIBIT INDEX
   ExhibitNumber
    
    Exhibit2.1
    
    
    G REIT, Inc. Plan of Liquidation and Dissolution, as approved by stockholders on
February 27, 2006 and as currently in effect (included as Exhibit A to our
Definitive Proxy Statement filed on January 13, 2006 and incorporated herein by
reference)10.1
    
    
    Advisory Agreement between G REIT, Inc. and Triple Net Properties, LLC (included
as Exhibit 10.6 to our Registration Statement on Form S-11 filed January 9, 2002
(File No. 333-76498) and incorporated herein by reference)10.2
    
    
    First Amendment to Advisory Agreement between G REIT, Inc. and Triple Net
Properties, LLC (included as Exhibit 10.8 to Post Effective Amendment No. 1 to our
Registration Statement on Form S-11 filed December 18, 2002 (File No. 333-76498)
and incorporated herein by reference)10.3
    
    
    Liquidating Trust Agreement, dated as of January 22, 2008, by and between G REIT,
Inc. and Gary H. Hunt, W. Brand Inlow, Edward A. Johnson, D. Fleet Wallace and
Gary T. Wescombe, the Trustees (included as Exhibit 10.1 to our Current Report on
Form 8-K filed January 28, 2008 and incorporated herein by reference)10.4
    
    
    Loan Agreement between NNN Western Place, LLC, NNN Western Place 1, LLC, NNN
Western Place 2, LLC, NNN Western Place 3, LLC, NNN Western Place 4, LLC, NNN
Western Place 5, LLC, NNN Western Place 6, LLC, NNN Western Place 7, LLC,
GREIT-Western Place, LP and Wachovia Bank, National Association, dated February
15, 2008 and effective February 26, 2008 (included as Exhibit 10.21 to our Annual
Report on Form 10-K for the fiscal year ended December 31, 2007 filed on March 24,
2008 and incorporated herein by reference)10.5
    
    
    Promissory Note by NNN Western Place, LLC, NNN Western Place 1, LLC, NNN Western
Place 2, LLC, NNN Western Place 3, LLC, NNN Western Place 4, LLC, NNN Western
Place 5, LLC, NNN Western Place 6, LLC, NNN Western Place 7, LLC and GREIT-Western
Place, LP in favor of Wachovia Bank, National Association, dated February 15, 2008
and effective February 26, 2008 (included as Exhibit 10.22 to our Annual Report on
Form 10-K for the fiscal year ended December 31, 2007 filed on March 24, 2008 and
incorporated herein by reference)10.6
    
    
    Deed of Trust, Assignment, Security Agreement and Fixture Filing by NNN Western
Place, LLC, NNN Western Place 1, LLC, NNN Western Place 2, LLC, NNN Western Place
3, LLC, NNN Western Place 4, LLC, NNN Western Place 5, LLC, NNN Western Place 6,
LLC, NNN Western Place 7, LLC and GREIT-Western Place, LP in favor of Wachovia
Bank, National Association, dated February 15, 2008 and effective February 26,
2008 (included as Exhibit 10.23 to our Annual Report on Form 10-K for the fiscal
year ended December 31, 2007 filed on March 24, 2008 and incorporated herein by
reference)10.7
    
    
    Repayment Guaranty by Gary H. Hunt, W. Brand Inlow, Edward A. Johnson, D. Fleet
Wallace and Gary T. Wescombe, as Trustees of the G REIT Liquidating Trust in favor
of Wachovia Bank, National Association, dated February 15, 2008 and effective
February 26, 2008 (included as Exhibit 10.24 to our Annual Report on Form 10-K for
the fiscal year ended December 31, 2007 filed on March 24, 2008 and incorporated
herein by reference)
  62




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##### Table of Contents



ExhibitNumber
    
    Exhibit10.8
    
    
    Environmental Indemnity Agreement by NNN Western Place, LLC, NNN Western Place 1,
LLC, NNN Western Place 2, LLC, NNN Western Place 3, LLC, NNN Western Place 4, LLC,
NNN Western Place 5, LLC, NNN Western Place 6, LLC, NNN Western Place 7, LLC,
GREIT-Western Place, LP, Gary H. Hunt, W. Brand Inlow, Edward A. Johnson, D. Fleet
Wallace and Gary T. Wescombe, as Trustees of the G REIT Liquidating Trust, and NNN
Realty Advisors, Inc. in favor of Wachovia Bank, National Association, dated
February 15, 2008 and effective February 26, 2008 (included as Exhibit 10.25 to
our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 filed
on March 24, 2008 and incorporated herein by reference)10.9
    
    
    ISDA Agreement by and between Wachovia Bank, National Association and NNN Western
Place, LLC, NNN Western Place 1, LLC, NNN Western Place 2, LLC, NNN Western Place
3, LLC, NNN Western Place 4, LLC, NNN Western Place 5, LLC, NNN Western Place 6,
LLC, NNN Western Place 7, LLC and GREIT-Western Place, LP, dated January 8, 2008,
as amended February 26, 2008 (included as Exhibit 10.26 to our Annual Report on
Form 10-K for the fiscal year ended December 31, 2007 filed on March 24, 2008 and
incorporated herein by reference)21.1
    *
    
    Subsidiaries of G REIT Liquidating Trust31.1
    *
    
    Certification of Trustee, pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    **
    
    Certification of Trustee, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Filed herewith**
    
    Furnished herewith  63