2016-11-09T11:33:54-06:00 2015-12-31 861065772 DELOITTE TAX LLP 200 RENAISSANCE CENTER SUITE 3900 DETROIT MI 48243 990 2015-01-01 900424876 UAW RETIREE MEDICAL BENEFITS TRUST UAWR 3133245900 200 WALKER STREET DETROIT MI 48207 MARY BETH KUDERIK CHIEF FINANCIAL OFFICER 3133245900 2016-11-08 1 LORI BOYCE P00121981 3133963000 2015 2017-02-10 21:41:12Z MARY BETH KUDERIK 200 WALKER STREET DETROIT MI 48207 61567542925 0 X WWW.UAWTRUST.ORG X 2008 MI A VOLUNTARY EMPLOYEES BENEFICIARY ASSOCIATION ("VEBA") ORGANIZED TO FUND OBLIGATIONS FOR POST-RETIREMENT MEDICAL BENEFITS FOR AUTO UAW RETIREES AND THEIR DEPENDENTS. 11 10 125 0 0 32374170 0 0 691859067 737262840 9166085042 2374810879 32778680 66721471 9890722789 3178795190 0 0 3840747975 4047225143 17598822 20568108 0 0 0 450758612 432302028 4309105409 4500095279 5581617380 -1321300089 62942250299 58738424338 3034795134 2388916002 59907455165 56349508336 X A VOLUNTARY EMPLOYEES BENEFICIARY ASSOCIATION ORGANIZED TO HOLD, INVEST AND ADMINISTER FUNDS FOR POST-RETIREMENT MEDICAL BENEFITS. THE PRIMARY MISSION OF THE RMBT IS TO SERVE AS A SOURCE FOR RETIREE HEALTH CARE COVERAGE FOR ITS' MEMBERS. 0 0 4500095279 737262840 THE UAW RETIREE MEDICAL BENEFITS TRUST (THE "TRUST") PROVIDES HEALTH CARE BENEFITS TO ELIGIBLE CURRENT AND FUTURE UAW RETIREES FROM GENERAL MOTORS, FORD, AND FCA US LLC, ALONG WITH THEIR ELIGIBLE DEPENDENTS. THE TRUST IS AN INDEPENDENT ENTITY AND IS NOT GOVERNED BY, OR A PART OF, THE UAW OR THE AUTO COMPANIES. THIS ARRANGEMENT WAS ESTABLISHED THROUGH A PROVISION IN THE 2007 COLLECTIVE BARGAINING AGREEMENTS BETWEEN THE UAW AND THE THREE AUTO COMPANIES. UNDER THESE AGREEMENTS, ALL OF THE RETIREE HEALTH CARE LIABILITIES WERE TRANSFERRED TO A NEW AND INDEPENDENT VOLUNTARY EMPLOYEES' BENEFICIARY ASSOCIATION (VEBA). THE FEDERAL COURTS APPROVED THESE AGREEMENTS IN A SERIES OF CLASS ACTION SETTLEMENTS, AND THE ARRANGEMENTS WERE ALSO APPROVED BY THE BANKRUPTCY COURTS IN THE GENERAL MOTORS AND FCA US CHAPTER 11 BANKRUPTCY PROCEEDINGS DURING 2009. THE TRUST IS GOVERNED BY AN 11-PERSON COMMITTEE COMPRISED OF FIVE INDEPENDENT MEMBERS AND FIVE INDEPENDENT MEMBERS APPOINTED BY THE UAW. ADDITIONAL SUBCOMMITTEES OF THE COMMITTEE EXIST FOR PLAN ADMINISTRATION, INVESTMENT, AND AUDIT. ALL COMMITTEE MEMBERS AND TRUST STAFF ADHERE TO A STRICT CODE OF ETHICS.THE PURPOSE OF THE TRUST IS TO SERVE AS A SOURCE FOR RETIREE HEALTH CARE COVERAGE FOR ITS MEMBERS. SEPARATE TRUST ACCOUNTS ARE MAINTAINED FOR EACH AUTO PLAN (GM, FORD, AND FCA US) FROM WHICH BENEFITS ARE PAID. WHEN THE TRUST LAUNCHED IN JANUARY 2010, IT BECAME THE LARGEST NON-GOVERNMENTAL PURCHASER OF RETIREE HEALTH CARE IN THE UNITED STATES, PROVIDING HEALTH CARE BENEFITS TO MORE THAN 860,000 PERSONS. IN 2015, THE TRUST PROVIDED COVERAGE FOR APPROXIMATELY 748,000 MEMBERS.THE TRUST CONTINUES TO SERVE ITS MISSION OF PROVIDING HEALTH CARE BENEFITS TO RETIREES AND REVIEWS THE BENEFIT DESIGN EACH YEAR TO MAKE ANY ADJUSTMENTS THAT ARE NECESSARY. IN 2015, THE TRUST PAID MORE THAN $4.1 BILLION IN INDIVIDUAL HEALTH CARE CLAIMS, PREMIUMS, AND FILLING OVER 16 MILLION PRESCRIPTIONS FOR MEMBERS DURING THE PLAN YEAR. RETIREE HEALTH CARE CONNECT, THE CALL CENTER FOR TRUST MEMBERS, HANDLED MORE THAN 237,000 CALLS IN 2015. FOR 2015, THE TRUST INCREASED ACCESS TO CARE BY INCREASING THE NUMBER OF OFFICE VISITS COVERED, PROVIDING URGENT CARE FACILITY FEE COVERAGE, AND INITIATING COVERAGE OF RETAIL HEALTH CLINICS AS AN APPROVED SITE OF CARE. THE DENTAL AND VISION BENEFIT WAS ENHANCED TO FULL COVERAGE FOR GM AND FCA US MEMBERS. THESE ENHANCEMENTS TO MEMBER BENEFITS WERE PROVIDED WITH MODEST CHANGES IN COST SHARE LEVELS FOR MONTHLY CONTRIBUTIONS, DEDUCTIBLES, OUT OF POCKET MAXIMUMS, AND PRESCRIPTION DRUG COPAYS. COPAYS FOR OFFICE VISITS, URGENT CARE AND EMERGENCY ROOM VISITS WERE UNCHANGED.A CHOICE OF MEDICAL PLAN OPTIONS IS HIGHLY VALUED BY TRUST MEMBERS. MEDICARE ADVANTAGE PPO PLANS WERE RETAINED IN ALL STATES PREVIOUSLY OFFERED. MEDICARE MEMBERS IN 30 STATES NOW HAVE THE OPPORTUNITY TO SELECT A MEDICARE ADVANTAGE PPO PLAN. THESE PLANS HAVE EXPERIENCED SIGNIFICANT ENROLLMENT YEAR OVER YEAR AND RECEIVED HIGH SATISFACTION AND RETENTION AMONG MEMBERS WHO HAVE ENROLLED. THE TRUST MEMBERSHIP IS GEOGRAPHICALLY AND DEMOGRAPHICALLY DIVERSE. THE TRUST MAINTAINS ROBUST COMMUNICATION WITH MEMBERSHIP IN ORDER TO OPERATE IN A TRANSPARENT FASHION. THE GOAL IS TO KEEP THE TRUST'S BENEFICIARIES FULLY INFORMED ON THE TRUST ACTIVITIES, AS WELL AS THE BENEFITS PROVIDED BY THE TRUST. PRINTED MAILINGS WERE DISTRIBUTED BY THE TRUST TO NEARLY 480,000 CONTRACT HOLDER PARTICIPANTS DURING THE YEAR. THESE MAILINGS UPDATED THE TRUST MEMBERSHIP ON BENEFITS PROVIDED BY THE TRUST, ENCOURAGED APPROPRIATE IMMUNIZATIONS, AND PROVIDED INFORMATION REGARDING THE TRUST'S FINANCIAL POSITION. THE TRUST ALSO IDENTIFIED NEARLY 124,000 DIABETIC MEMBERS AND SENT COMMUNICATIONS ENCOURAGING USE OF DIABETIC RETINAL EXAM. ADDITIONAL MEMBERS WITH SPECIFIC GAPS IN CARE AND SENT TARGETED OUTREACH LETTERS TO ENCOURAGE MEMBERS TO TAKE PREVENTIVE MEASURES TO MANAGE THEIR CONDITION(S), IMPROVE THEIR HEALTH STATUS, AND ENGAGE WITH THEIR PRIMARY CARE PHYSICIAN. TRUST PARTNERS ALSO COMMUNICATED DIRECTLY WITH MEMBERS, ON BEHALF OF THE TRUST, DURING THE COURSE OF 2015 REGARDING BENEFITS, PREVENTION, CHRONIC CONDITIONS AND DISEASE MANAGEMENT WHERE APPROPRIATE. THE TRUST INITIATED A TELEPHONIC PROGRAM THROUGH ITS PHARMACY BENEFIT MANAGER TO PROVIDE MEDICATION ADHERENCE SUPPORT FOR MEMBERS WITH SELECT CHRONIC CONDITIONS. THE TRUST CONTINUES TO LEVERAGE COMMUNICATION FORMATS TO COMPLEMENT MAILINGS, INCLUDING THE TRUST-BRANDED WEBSITE (WWW.UAWTRUST.ORG), VIDEOS, AND PRESENTATIONS AT RETIREE MEETINGS THROUGHOUT THE COUNTRY. THE TRUST AND ASSOCIATED PARTNERS CONDUCTED PRESENTATIONS AT 674 MEETINGS WITH AN ESTIMATED OUTREACH TO OVER 85,000 MEMBERS. IN ADDITION TO BENEFIT INFORMATION, SENIOR-CENTRIC HEALTH/WELLNESS INFORMATION SUCH AS MANAGING CHRONIC CONDITIONS, PREVENTIVE VACCINATIONS (FLU, SHINGLES AND PNEUMONIA) AND BLOOD PRESSURE SCREENINGS WERE PROVIDED AT MEETING LOCATIONS. 4500095279 0 0 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 0 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 1 1 1 1 0 1 X 63 0 1 125 1 1 1 1 AR BR CI CH CO EZ DA EG GR GK HU IN ID EI IS JA KE MY MO NI RP PL RS KS TW TH TS TU UK 0 0 0 0 0 X 11 10 1 0 0 0 0 1 0 1 1 0 0 1 1 1 1 1 1 1 1 0 CA X MARY BETH KUDERIK 3133245900 200 WALKER STREET SUITE 400 DETROIT MI 48207 X JOE ASHTON COMMITTEE MEMBER 2.00 X 62190 0 0 ADAM BLUMENTHAL COMMITTEE MEMBER 4.00 X 54761 0 0 CINDY ESTRADA COMMITTEE MEMBER 2.00 X 0 0 0 TERESA GHILARDUCCI COMMITTEE MEMBER 2.00 X 51831 0 0 NORWOOD JEWELL COMMITTEE MEMBER 2.00 X 0 0 0 DAVID BAKER LEWIS COMMITTEE MEMBER 2.00 X 58900 0 0 ROBERT NAFTALY COMMITTEE CHAIR 4.00 X 59880 0 0 WILLIAM PATTERSON COMMITTEE MEMBER 2.00 X 55356 0 0 JAMES SETTLES COMMITTEE MEMBER 2.00 X 0 0 0 DENNIS WILLIAMS COMMITTEE MEMBER 2.00 X 0 0 0 DOUGLAS WOLL COMMITTEE 2.00 X 55409 0 0 STATE STREET BANK TRUST INSTITUTIONAL TRUSTEE 2.00 X 0 0 0 HERSHEL HARPER - BEG 1192015 CIO 60.00 X 135488 0 1500 FRANCINE PARKER CHIEF EXECUTIVE OFFICER 60.00 X 441789 0 30560 AVTAR VASU - END 123115 INTERIM CIO 60.00 X 1190326 0 32711 MARY BETH KUDERIK CHIEF FINANCIAL OFFICER 60.00 X 428091 0 40279 LINDA DENOMME LEGAL COUNSEL 60.00 1.00 X 270067 0 24468 RONALD BERRY CHIEF ADMINISTRATIVE OFFICER 60.00 X 170103 0 7456 GARON MEIKLE CONTROLLER 60.00 1.00 X 268708 0 34534 FRANCOIS GAGNON SR MANAGING DIRECTOR 60.00 X 550546 0 492158 BENJAMIN COTTON MANAGING DIRECTOR 60.00 X 547432 0 451107 SCOTT LUPKAS MANAGING DIRECTOR 60.00 X 524332 0 490392 BRIAN GIMOTTY DIRECTOR, PRIVATE EQUITY 60.00 X 382708 0 249585 ROBERT MACARTHUR MANAGING DIRECTOR, RISK MANAGER 60.00 1.00 X 359168 0 36505 KENNETH FRIER - END 9152014 FORMER CIO 1.00 X 103892 0 0 5770977 0 1891255 13 1 1 0 BLUE CROSS BLUE SHIELD OF MICHIGAN PO BOX 77000 DETROIT MI 482770017 CLAIMS ADMINISTRATION 126763462 EXPRESS SCRIPTS 3585 ATLANTA AVENUE HAPEVILE GA 30354 CLAIMS ADMINISTRATION 38261299 AON HEWITT PO BOX 95135 CHICAGO IL 606945135 CONSULTANT, TPA 12814216 DELTA DENTAL OF MICHIGAN 16082 COLLECTION CENTER DRIVE CHICAGO IL 606930001 CLAIMS ADMINISTRATION 12252797 LSV ASSET MANAGEMENT 155 NORTH WACKER DRIVE STE 4600 CHICAGO IL 60606 INVESTMENT MANAGER 6396547 74 EGWP FEDERAL SUBSIDY 525100 614801627 614801627 PARTICIPANT CONTR. 525100 122461213 122461213 737262840 1227057266 1227057266 59536501348 58388747735 1147753613 1147753613 1147753613 INC. ON ALT INV. OPTS 523000 54865581 54865581 SECURITIES LENDING INC 523000 6262194 6262194 OTHER INCOME 900099 5593696 5593696 66721471 3178795190 737262840 0 2441532350 4047225143 3406791 14213196 767196 1220882 960043 1891629 3170443 133152302 211951955 650745 2141826 841134 548421 109010 1377138 3218669 ACA FEES 35801654 LIQUID INV. FOREIGN TAX 15770242 INVESTMENT FUND EXPENSE 12503490 FED. AND STATE UBI TAX 8581845 591525 4500095279 X 6317254074 3213098041 529682307 547921815 501104520 341691308 3498970 3777262 8213565 3716621 3779257 4496944 38419522139 35464573790 15538496601 17888031721 1628912431 1274833457 62942250299 58738424338 276587218 336841541 245447 259123 2757962469 2051815338 3034795134 2388916002 X 59907455165 56349508336 59907455165 56349508336 62942250299 58738424338 -1321300089 -2236646741 0 X 0 1 X 1 0 423095 258412 164683 1291828 215088 1076740 6498642 3243121 3255521 4496944 GENERAL MOTORS COMPANY COMMON STOCK 4766501500 F HEDGE FUNDS AND LIQUID ASSETS 8719354582 F REAL ESTATE AND REAL ASSETS 1898423666 F PRIVATE EQUITY 1503898931 F OTHER 999853042 F 17888031721 OBLIGATION UNDER SECURITY LENDING 192492942 PAYABLE TO BROKER FOR SECURITIES PURCHASED 1856619175 OTHER INVESTMENT PAYABLE 2703221 2051815338 X 798867095 -2223617200 -156310895 -2379928095 3178795190 0 3178795190 4343347243 -156748036 -156748036 4500095279 0 4500095279 PART X, LINE 2: U.S. GAAP REQUIRES TRUST MANAGEMENT TO EVALUATE TAX POSITIONS TAKEN BY THE TRUST AND RECOGNIZE A TAX LIABILITY (OR ASSET) IF THE TRUST HAS TAKEN AN UNCERTAIN POSITION THAT MORE LIKELY THAN NOT WOULD NOT BE SUSTAINED UPON EXAMINATION BY THE U.S. GOVERNMENT AND STATE OF MICHIGAN (OR OTHER STATES APPLICABLE). MANAGEMENT HAS ANALYZED THE TAX POSITIONS TAKEN BY THE TRUST AND HAS CONCLUDED THAT AS OF DECEMBER 31, 2015 AND 2014, THERE WERE NO UNCERTAIN POSITIONS TAKEN OR EXPECTED TO BE TAKEN THAT WOULD REQUIRE RECOGNITION OF A LIABILITY (OR ASSET) OR DISCLOSURE IN THE FINANCIAL STATEMENTS. THE TRUST IS SUBJECT TO ROUTINE AUDITS BY TAXING JURISDICTIONS; HOWEVER, NO AUDITS FOR ANY TAX PERIODS ARE CURRENTLY IN PROGRESS. THE TRUST ADMINISTRATOR BELIEVES THE 2015 THROUGH 2012 TAX YEARS ARE OPEN TO TAX EXAMINATION. SOME STATES MAY HAVE A SLIGHTLY LONGER STATUTE OF LIMITATIONS PERIOD. PART XI, LINE 2D - OTHER ADJUSTMENTS: OTHER INCOME -5,309. INVESTMENT RELATED EXPENSES -156,736,771. UK HOLDING COMPANY NET REVENUES 431,185. PART XII, LINE 2D - OTHER ADJUSTMENTS: OTHER INCOME -5,309. INVESTMENT RELATED EXPENSES -156,736,771. UK HOLDING COMPANY NET EXPENSES -5,956. EUROPE (INCLUDING ICELAND AND GREENLAND) 0 0 INVESTMENTS 1069918877 CENTRAL AMERICA & THE CARIBBEAN 0 0 INVESTMENTS 4368806945 EAST ASIA AND THE PACIFIC 0 0 INVESTMENTS 304104173 EAST ASIA AND THE PACIFIC 0 1 INVESTMENTS 23205 0 1 0 0 0 1 5742853200 0 5742853200 1 0 1 1 1 0 X X X X X X 1 0 0 FRANCINE PARKER CHIEF EXECUTIVE OFFICER 437433 0 0 0 4356 0 24000 0 6560 0 472349 0 0 0 AVTAR VASU - END 123115 INTERIM CIO 496695 0 692641 0 990 0 17825 0 14886 0 1223037 0 339215 0 MARY BETH KUDERIK CHIEF FINANCIAL OFFICER 425253 0 0 0 2838 0 24000 0 16279 0 468370 0 0 0 LINDA DENOMME LEGAL COUNSEL 268843 0 0 0 1224 0 24000 0 468 0 294535 0 0 0 RONALD BERRY CHIEF ADMINISTRATIVE OFFICER 169758 0 0 0 345 0 0 0 7456 0 177559 0 0 0 GARON MEIKLE CONTROLLER 268224 0 0 0 484 0 18000 0 16534 0 303242 0 0 0 FRANCOIS GAGNON SR MANAGING DIRECTOR 358508 0 190520 0 1518 0 474265 0 17893 0 1042704 0 190520 0 BENJAMIN COTTON MANAGING DIRECTOR 358118 0 188329 0 985 0 432602 0 18505 0 998539 0 184474 0 SCOTT LUPKAS MANAGING DIRECTOR 342409 0 181263 0 660 0 472040 0 18352 0 1014724 0 181263 0 BRIAN GIMOTTY DIRECTOR, PRIVATE EQUITY 265951 0 115887 0 870 0 231692 0 17893 0 632293 0 91736 0 ROBERT MACARTHUR MANAGING DIRECTOR, RISK MANAGER 358508 0 0 0 660 0 18000 0 18505 0 395673 0 0 0 KENNETH FRIER - END 9152014 FORMER CIO 0 0 0 0 103892 0 0 0 0 0 103892 0 0 0 PART I, LINE 4A KEN FRIER RECEIVED SEVERANCE PAYMENT OF $103,382 IN 2015. SCHEDULE J, PART III: COMPENSATION FROM UNRELATED ORGANIZATIONS: ELIGIBLE EXECUTIVES PARTICIPATE IN A PROGRAM THAT PROVIDES PERFORMANCE-BASED INCENTIVE. DUE TO THE SUBSTANTIAL RISK OF FORFEITURE PROVISION, THERE IS NO GUARANTEE THAT THESE EXECUTIVES WILL EVER RECEIVE ANY DEFERRED PORTION OF THE INCENTIVE. ANY AMOUNT ULTIMATELY PAID TO THE EXECUTIVE IS REPORTED AS COMPENSATION ON SCHEDULE J, PART II, COLUMN B IN THE YEAR PAID. THE ORGANIZATION CONTRIBUTED TO UAW RETIREE MEDICAL BENEFITS TRUST INVESTMENT STAFF INCENTIVE COMPENSATION PLAN AND THE FOLLOWING INDIVIDUALS RECEIVED PAYMENT. THIS IS REPORTED AS DEFERRED COMPENSATION ON SCHEDULE J, PART II, COLUMN C: SCOTT LUPKAS: 454,040 BENJAMIN COTTON: 414,612 FRANCOIS GAGNON: 474,265 BRIAN GIMOTTY: 220,194 BCBS OF MICHIGAN COMMON DIRECTOR 126763462 CLAIMS ADMINISTRATION 0 FORM 990, SCHEDULE L, PART IV JIM SETTLES IS 1 OF 11 DIRECTORS OF THE UAW RETIREE MEDICAL BENEFITS TRUST ("RMBT"), AND 1 OF 33 DIRECTORS OF BLUE CROSS BLUE SHIELD OF MICHIGANRMBT TRUSTEES NORWOOD JEWELL, DENNIS WILLIAMS, JAMES SETTLES, AND CINDY ESTRADA ARE ALL MEMBERS OR OFFICERS OF THE INTERNATIONAL UNION, UNITED AUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERS OF AMERICA ("UAW"). FORM 990, PART VI, SECTION A, LINE 2 JIM SETTLES IS 1 OF 11 DIRECTORS OF THE UAW RETIREE MEDICAL BENEFITS TRUST ("RMBT"), AND 1 OF 33 DIRECTORS OF BLUE CROSS BLUE SHIELD OF MICHIGAN RMBT TRUSTEES NORWOOD JEWELL, DENNIS WILLIAMS, JAMES SETTLES, AND CINDY ESTRADA ARE ALL MEMBERS OR OFFICERS OF THE INTERNATIONAL UNION, UNITED AUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERS OF AMERICA ("UAW"). FORM 990, PART VI, SECTION A, LINE 7A THE UAW MEMBERS WHO ARE ELECTED TO THE RMBT BOARD SERVE AT THE DISCRETION OF THE UAW INTERNATIONAL PRESIDENT, AND MAY BE REMOVED OR REPLACED, AND A SUCCESSOR DESIGNATED, AT ANY TIME BY WRITTEN NOTICE FROM THE UAW INTERNATIONAL PRESIDENT TO THE COMMITTEE. FORM 990, PART VI, SECTION B, LINE 11 A PROFESSIONAL TAX PREPARER IS ENGAGED TO PREPARE THE FORM 990. THE TRUST'S CHIEF FINANCIAL OFFICER, AS WELL AS EXTERNAL COUNSEL, REVIEW THE FORM 990 PRIOR TO SUBMITTING TO THE AUDIT COMMITTEE OF THE TRUST FOR THEIR REVIEW. A DRAFT COPY OF FORM 990 IS PROVIDED TO THE MEMBERS OF THE COMMITTEE (I.E. THE GOVERNING BODY OF THE TRUST) FOR REVIEW PRIOR TO FINALIZATION AND FILING WITH THE INTERNAL REVENUE SERVICE. THE INDEPENDENT CPA FIRM PREPARING THE RETURN IS AVAILABLE FOR THE COMMITTEE MEMBERS TO ASK QUESTIONS. FORM 990, PART VI, SECTION B, LINE 12C THE TRUST'S CONFLICT OF INTEREST POLICY IS APPLIED TO ALL EMPLOYEES AND COMMITTEE MEMBERS, AS WELL AS THEIR IMMEDIATE FAMILY MEMBERS. EACH OF THESE INDIVIDUALS MUST DISCLOSE ALL 5% OR GREATER OWNERSHIP INTERESTS, COMPENSATION ARRANGEMENTS AND BOARD MEMBERSHIPS TO THE TRUST UPON COMMENCEMENT OF THEIR ROLE, AND TO PROVIDE QUARTERLY UPDATES OF ANY CHANGES IN THEIR DISCLOSURES. FURTHER, BUSINESS MEALS AND EDUCATIONAL CONFERENCES ARE SEVERELY RESTRICTED AND MUST BE DISCLOSED. THE TRUST'S GENERAL COUNSEL REVIEWS ALL CONFLICT OF INTEREST DISCLOSURE FORMS. FORM 990, PART VI, SECTION B, LINE 15 UPON FORMATION THE UAW RETIREE MEDICAL BENEFITS TRUST ENGAGED INDEPENDENT CONSULTANTS AND EXECUTIVE SEARCH FIRMS TO CONSULT WITH MEMBERS OF THE TRUST'S GOVERNING BODY ("THE COMMITTEE") TO ESTABLISH STAFFING NEEDS, JOB REQUIREMENTS, COMPENSATION BENCHMARKS AND SALARY RANGES. THE INDEPENDENT CONSULTANTS INITIALLY WORKED WITH THE COMMITTEE CHAIRMAN AND THEN SUBSEQUENTLY WITH THE OTHER MEMBERS OF THE COMMITTEE TO IDENTIFY NECESSARY JOB POSITIONS, DEVELOP AN ORGANIZATION CHART, PREPARE JOB DESCRIPTIONS, ASSIGN PAY GRADE TO EACH POSITION, AND BENCHMARK SALARY SURVEYS FOR VARIOUS JOB POSITIONS. SALARY SURVEYS CONSIDERED HEALTH CARE ORGANIZATIONS, INVESTMENT MANAGEMENT FIRMS, AND OTHER TRUST ORGANIZATIONS. THIS BENCHMARK DATA WAS USED BY THE COMMITTEE TO ESTABLISH AND APPROVE COMPENSATION OFFERED TO THE TRUST'S FIRST CEO, CFO AND CIO, AS WELL AS ESTABLISHING PAY RANGES FOR EACH LOWER PAY GRADE. THE COMMITTEE HAS SINCE BEEN ADVISED ON A PERIODIC BASIS OF STAFFING STATUS AND ACTIVITIES. SINCE INCEPTION INDEPENDENT PERIODIC COMPENSATION STUDIES ARE PERFORMED FOR KEY POSITIONS AND FOR NEW HIRES AT HIGHER PAY GRADES. ANNUAL MERIT FUNDING BASED ON INDEPENDENT STUDY FROM A COMPENSATION CONSULTANT. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE FOR PUBLIC INSPECTION UPON WRITTEN REQUEST MADE DIRECTLY TO THE ORGANIZATION. PART VII INDEPENDENT FIDUCIARIES HAVE BEEN APPOINTED FOR FCA US LLC AND GENERAL MOTORS COMPANY. THE INDEPENDENT FIDUCIARIES ARE NOT REQUIRED TO BE REPORTED IN PART VII BUT ARE BEING DISCLOSED IN SCHEDULE O DUE TO THE IMPORTANT ROLE IN ADMINISTERING THE RMBT INVESTMENTS. THE FOLLOWING EXPLAINS THE ROLE AND RESPONSIBILITIES OF THE INDEPENDENT FIDUCIARY IN MORE DETAIL: PURSUANT TO ARTICLE XI OF THE TRUST AGREEMENT, THE COMMITTEE, IN ITS SOLE DISCRETION, IS INSTRUCTED TO SELECT AND APPOINT INDEPENDENT FIDUCIARIES AS NAMED FIDUCIARY AND INVESTMENT MANAGERS WHO, FROM AND AFTER THE DATE OF THE SETTLEMENT AGREEMENTS WITH EACH OF FCA US LLC, AND GENERAL MOTORS COMPANY, SHALL HAVE AND EXERCISE ALL DISCRETIONARY POWER AND AUTHORITY OF THE TRUST WITH RESPECT TO THE MANAGEMENT, DISPOSITION AND VOTING OF THE RESPECTIVE SECURITIES CONTRIBUTED BY EACH OF THE AUTOMOTIVE COMPANIES, EXCEPT THAT THE RIGHT TO DESIGNATE OR REPLACE ANY DIRECTOR OF THE CONTRIBUTING AUTOMOTIVE COMPANY SHALL BE EXERCISED BY THE COMMITTEE. PURSUANT TO ITS AUTHORITY UNDER THE TRUST AGREEMENT, THE COMMITTEE HAS DELEGATED TO THE INVESTMENT SUBCOMMITTEE THE AUTHORITY TO RETAIN THE INDEPENDENT FIDUCIARY AND MONITOR THE PERFORMANCE OF ITS SERVICES. THE COMMITTEE HAS THE POWER TO REMOVE AND REPLACE AN INDEPENDENT FIDUCIARY FOR CAUSE. THE INDEPENDENT FIDUCIARY IS AUTHORIZED AS FOLLOWS FOR THE RESPECTIVE SECURITIES: 1. EXERCISE DIRECTLY OR ON BEHALF OF THE TRUST, OR DIRECT THE TRUSTEE TO EXERCISE AS APPROPRIATE, ALL OF THE TRUST'S LEGAL AND CONTRACTUAL AUTHORITY AND RESPONSIBILITY AS OWNER OF THE NOTES, THE SHARES, AND ANY FUTURE SECURITIES (AS APPLICABLE) (HEREIN COLLECTIVELY REFERRED TO AS "AUTO SECURITIES") ACQUIRED BY THE TRUST, INCLUDING: A. EXERCISING ALL RIGHTS OF THE TRUST OR VEBA HOLDCO IN ITS SOLE DISCRETION INCLUDING BUT NOT LIMITED TO INITIATION OR PARTICIPATION IN THE REGISTRATION OF ANY AUTO SECURITIES; EXERCISING ALL VOTING RIGHTS WITH RESPECT TO AUTO SECURITIES, AND NEGOTIATING AND ACCEPTING ANY AMENDMENTS TO THE TRANSACTION AGREEMENTS; B. ACCEPTING ANY CONTRIBUTION OF ADDITIONAL AUTO SECURITIES; C. VALUING THE AUTO SECURITIES; D. MAKING ANY DECISION TO SELL, LOAN, HYPOTHECATE, PLEDGE AS SECURITY FOR A LOAN, EXCHANGE, CONVERT OR OTHERWISE DISPOSE OF ALL OR ANY OF THE AUTO SECURITIES; E. COMPLYING WITH ANY CONDITIONS OR LIMITATIONS IN ANY FINAL PROHIBITED TRANSACTION EXEMPTION ("PTE") ISSUED BY THE DEPARTMENT OF LABOR; F. COMPLYING OR ASSISTING AUTO IN COMPLYING AS REQUIRED IN ANY TRANSACTION AGREEMENT, WITH ANY REGULATORY OR OTHER REQUIREMENTS, INCLUDING FILING OBLIGATIONS; G. INITIATING OR PARTICIPATING IN ANY CLAIM OR SUIT AGAINST A PARTY TO ANY OF THE TRANSACTION AGREEMENTS ARISING OUT OF BREACH, OR RELATED TO THE ISSUANCE AND OWNERSHIP OF, THE AUTO SECURITIES; H. THE INDEPENDENT FIDUCIARY MAY ALSO SELECT AND CONTRACT ON BEHALF OF THE TRUST WITH SUCH AUDITORS, APPRAISERS, ACTUARIES, INVESTMENT ADVISORS, BROKERS, DEALERS AND UNDERWRITERS, AND OUTSIDE LEGAL COUNSEL AS THE INDEPENDENT FIDUCIARY DEEMS APPROPRIATE TO ASSIST THE INDEPENDENT FIDUCIARY IN THE PERFORMANCE OF ITS DUTIES. 2. ADVISE THE COMMITTEE WITH RESPECT TO THE MANNER IN WHICH AUTO SECURITIES SHOULD BE REFLECTED OR INCORPORATED INTO THE FUNDING POLICY TO BE ADOPTED BY THE COMMITTEE. 3. REPORT AT LEAST ONCE A YEAR TO THE COMMITTEE AS A WHOLE, AND PERIODICALLY REPORT AS NECESSARY TO THE INVESTMENT COMMITTEE. FORM 990, PART VIII AND PART IX FOR PROFIT SUBSIDIARY PRESENTATION: THIS FORM 990 IS FOR THE TRUST THAT ENCOMPASSES THREE PLANS. THE FORM 990 IS REPORTED AT THE TRUST LEVEL AND INCLUDES THE SUM OF THE THREE PLAN FINANCIAL STATEMENTS. PART X COMMON STOCK-GM: AS OF DECEMBER 31, 2015 AND 2014, THE PLAN HOLDS 140.15 MILLION SHARES OF GM'S COMMON STOCK REPRESENTING A 9.3% AND 8.8% OWNERSHIP INTEREST, RESPECTIVELY. THE PLAN HAS THE RIGHT, UNDER THE DIRECTION OF THE INDEPENDENT FIDUCIARY, TO REQUIRE GM, IN CERTAIN CIRCUMSTANCES, TO FILE REGISTRATION STATEMENTS UNDER THE SECURITIES ACT COVERING ADDITIONAL RESALES OF GM'S COMMON STOCK AND THE RIGHT TO PARTICIPATE IN OTHER REGISTERED OFFERINGS MADE BY GM IN CERTAIN CIRCUMSTANCES. THE FAIR VALUE OF THE GM COMMON STOCK WAS VALUED AT $4,767 MILLION AND $4,893 MILLION AS OF DECEMBER 31, 2015, AND DECEMBER 31, 2014, RESPECTIVELY, BASED ON GM'S PUBLICLY TRADED COMMON STOCK PRICE FROM THE ACTIVE MARKET IN WHICH THE SECURITY TRADES OF $34.01 AND $34.91 PER SHARE, RESPECTIVELY NOTE RECEIVABLE - FCA: IN CONNECTION WITH THE 2014 SALE OF THE CHRYSLER MEMBERSHIP INTEREST, THE TRUST WAS THE BENEFICIARY OF AN AGREEMENT BETWEEN FCA AND THE UAW PURSUANT TO WHICH FCA SHALL MAKE CASH CONTRIBUTIONS AGGREGATING $700 MILLION TO THE TRUST IN FOUR EQUAL ANNUAL INSTALLMENTS. THE INITIAL PAYMENT OF $175 MILLION UNDER AGREEMENT WAS RECEIVED ON JANUARY 21, 2014, AND ADDITIONAL PAYMENTS OF $175 MILLION EACH WILL BE RECEIVABLE ON THE NEXT THREE ANNIVERSARIES OF THE INITIAL PAYMENT. THE RECEIVABLE AS OF DECEMBER 31, 2015 AND 2014, WAS $342 MILLION AND $501 MILLION, RESPECTIVELY, AND IS INCLUDED IN NOTES RECEIVABLE IN THE STATEMENTS OF NET ASSETS. THE TRUST RECEIVED THE THIRD INSTALLMENT OF $175 MILLION ON JANUARY 21, 2016. FORM 990, PART X DURING 2014, THE TRUST ESTABLISHED WHOLLY OWNED CONSOLIDATED FOREIGN HOLDING COMPANIES IN THE UNITED KINGDOM TO FACILITATE FOREIGN INVESTMENTS THROUGH A DEDICATED OPERATING ENTITY. FINANCIAL ASSETS HELD BY THE FOREIGN HOLDING COMPANIES WERE INCLUDED IN THE CONSOLIDATED TRUST FINANCIAL STATEMENTS. THE AMOUNTS REPORTED ON THE FORM 990 INCLUDE ONLY ACCOUNT BALANCES FROM U.S. COMPANIES INCLUDED IN THE TRUST. ACCOUNT BALANCES RELATED TO THE FOREIGN HOLDING COMPANIES THAT WERE NOT REPORTED ON THE FORM 990 ARE INCLUDED BELOW TO RECONCILE AMOUNTS REPORTED ON THE FORM 990 TO THE AUDITED FINANCIAL STATEMENTS. TOTAL ASSETS REPORTED ON FORM 990, PART X 58,738,424,338 FHC CASH 732,937 FHC PREPAID EXPENSES 11,738 FHC REAL ASSETS 80,763,259 INVESTMENT IN FHC (79,254,256) TOTAL ASSETS PER TRUST FINANCIALS 58,740,678,017 TOTAL LIABILITIES REPORTED ON FORM 990, PART X 2,388,916,002 FHC ACCOUNTS PAYABLE 32,843 FHC TAX PAYABLE 42,603 TOTAL LIABILITIES PER TRUST FINANCIALS 2,388,991,448 TOTAL NET ASSETS REPORTED ON FORM 990, PART X 56,349,508,335 FHC NET ASSETS 2,178,234 TOTAL NET ASSETS PER TRUST FINANCIALS 56,351,686,569 THE NORTHERN TRUST COMPANY PO BOX 804358 CHICAGO IL 60680 906208791 GRANTOR TRUST MI -2833449 253349019 UAW RETIREE MEDICAL BENEFITS TRUST BLACKROCK CCT - SUBORDINATE TRUST OF UAW RMBT 400 HOWARD STREET SAN FRANCISCO CA 94105 306265747 GRANTOR TRUST MI -7730002 570774811 UAW RETIREE MEDICAL BENEFITS TRUST WELLINGTON - GLOBAL MANAGED RISK PLUS II 280 CONGRESS STREET BOSTON MA 02210 463079916 LIQUID ASSET PARTNER MA -11171895 564984005 UAW RETIREE MEDICAL BENEFITS TRUST ALPINVEST A2 INVESTMENT FUND II LP 630 FIFTH AVENUE 28TH FLOOR NEW YORK NY 10111 471663811 PRIVATE EQUITY DE UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED FROM TAX UN 19882154 184851291 0 -276411 0 0.99000 ALPINVEST A2 INVESTMENT FUND LP 630 FIFTH AVENUE 28TH FLOOR NEW YORK NY 10111 462426430 PRIVATE EQUITY DE UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED FROM TAX UN 41913 21129829 0 2174 0 0.99000 AMERA AGRI MULTI STRATEGY FUND LP 1185 AVENUE OF THE AMERICAS 17TH FL NEW YORK NY 10036 465521189 REAL ASSETS DE UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED FROM TAX UN 15418916 2372314447 0 250492 0 0.99370 AQR MULTI-STRATEGY FUND VI LP 2 GREENWICH PLAZA 3RD FLOOR GREENWICH CT 06830 320412569 LIQUID ASSET PARTNER DE UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED FROM TAX UN 218182446 208716965 0 0 0.99780 BLACK RIVER AGRICULTURAL FUND 21 9320 EXCELSIOR BOULEVARD MS 143-5-2 HOPKINS MN 55343 472322335 REAL ASSETS DE UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED FROM TAX UN -260627 42111258 0 0 0.88610 BLUE ISLE FUTURES FUND LTD (ABBEY CAPITAL) VICTORIA PLACE 31 VICTORIA STREET HAMILTON BD HM 10 981261928 HEDGE ASSETS BM UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED FROM TAX UN 1821549 195729574 0 0 0.99990 BTG PACTUAL BRAZIL TIMBERLAND FUND I D LP PO BOX 309 UGLAND HOUSE GRAND CAYMAN CJ KY1-1104 REAL ASSETS CJ UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED FROM TAX UN 20232093 0 0 0.99000 CONTRARIAN CAP - 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