2014-11-14T11:35:29-06:00 2013-12-31 861065772 DELOITTE TAX LLP 200 RENAISSANCE CENTER SUITE 3900 DETROIT MI 48243 990 2013-01-01 900424876 UAW RETIREE MEDICAL BENEFITS TRUST UAWR 3133245900 200 WALKER STREET NO 400 DETROIT MI 48207 MARY BETH KUDERIK CHIEF FINANCIAL OFFICER 3133245900 2014-11-14 1 LORI BOYCE P00121981 3133963000 2013 2015-11-30 17:44:51Z ROBERT NAFTALY 200 WALKER STREET NO 400 DETROIT MI 48207 219457405546 0 X N/A 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 10 101 0 0 8223820 0 0 392658402 754015941 2482941955 2974730151 24211651 21830999 2899812008 3750577091 0 0 4159324389 3851178710 11625346 16014618 0 0 0 273636035 342573211 4444585770 4209766539 -1544773762 -459189448 58825408704 63171450694 2676582354 2341717509 56148826350 60829733185 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 THE UAW RETIREE MEDICAL BENEFITS TRUST (THE "TRUST") PROVIDES HEALTH CARE BENEFITS TO ELIGIBLE CURRENT AND FUTURE UAW RETIREES FROM GENERAL MOTORS, FORD, AND CHRYSLER, 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 CHRYSLER CHAPTER 11 BANKRUPTCY PROCEEDINGS DURING 2009. THE TRUST IS GOVERNED BY AN 11-PERSON COMMITTEE COMPRISED OF SIX INDEPENDENT MEMBERS AND FIVE 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 CHRYSLER) 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 2013, THE TRUST PROVIDED COVERAGE FOR APPROXIMATELY 790,000 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 2013, THE TRUST PAID MORE THAN $3.8 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 360,000 CALLS IN 2013. IN WORKING WITH ITS PHARMACY BENEFIT MANAGER, THE TRUST CONTINUED ITS EFFORTS TO ASSIST MEMBERS ON MULTIPLE MEDICATIONS BY OFFERING A COMPREHENSIVE MEDICATION REVIEW THROUGH THE PERSONAL MEDICATION COACH AND MEDICATION THERAPY MANAGEMENT PROGRAMS. OTHER PHARMACY PROGRAMS AIMED TO INCREASE THE ADHERENCE TO MEDICAL GUIDELINES, ELIMINATE GAPS IN CARE, AND INCREASE UTILIZATION OF GENERIC MEDICATIONS THROUGH DIRECT MEMBER COMMUNICATION. ON JANUARY 1, 2013, THE TRUST WORKING WITH ITS PHARMACY BENEFIT MANAGER LAUNCHED A MEDICARE PART D PLAN WITH A WRAPAROUND PROVISION FOR PRESCRIPTION DRUGS. THIS WAS A MONUMENTAL UNDERTAKING AFFECTING 67 PERCENT OF TRUST MEMBERSHIP; THE PROGRAM, COMMUNICATIONS, AND ELIGIBILITY MUST BE CAREFULLY COORDINATED WITH MEDICARE STANDARDS AND PRACTICES.FOR 2013, THE TRUST MEMBER BENEFITS EXPERIENCED MODEST CHANGES IN COST SHARE LEVELS WHILE AVOIDING INCREASES TO COINSURANCE AND COPAYS FOR URGENT CARE AND EMERGENCY ROOM VISITS. A CHOICE OF MEDICAL PLAN OPTIONS IS HIGHLY VALUED BY TRUST MEMBERS. THE TRUST WAS SUCCESSFUL IN RETAINING HMO PLANS IN SEVERAL KEY REGIONS. MEDICARE ADVANTAGE PPO PLANS WERE ALSO EXPANDED TO AN ADDITIONAL 21 STATES. MEDICARE ELIGIBLE MEMBERS NOW HAVE A MEDICARE ADVANTAGE PPO PLAN OPTION IN 29 STATES, OFFERING ENHANCED COORDINATION WITH MEDICARE WHILE PROVIDING ADDITIONAL BENEFITS AT A LOWER COST COMPARED TO TRADITIONAL OFFERINGS. THESE PLANS HAVE RECEIVED HIGH SATISFACTION AND RETENTION AMONG MEMBERS WHO HAVE ENROLLED. IN SEPTEMBER 2013, THE TRUST LAUNCHED THE VITAL DECISIONS LIVING WELL PROGRAM, A TELEPHONIC-BASED SERVICE FOR MEMBERS WHO HAVE COMPLEX MEDICAL CONDITIONS. IN THIS PROGRAM, SPECIALLY TRAINED PROFESSIONALS HELP RETIREES DEFINE THEIR NEEDS, PREFERENCES, AND PRIORITIES FOR TREATMENT. DURING THE YEAR, THE TRUST ALONG WITH FORD MOTOR COMPANY INITIATED A TWOYEAR PILOT PROGRAM TO TEST A NEW MODEL OF CARE FOR PEOPLE WITH MULTIPLE CHRONIC HEALTH ISSUES.THE TRUST MEMBERSHIP IS GEOGRAPHICALLY AND DEMOGRAPHICALLY DIVERSE. THE TRUST MAINTAINS ROBUST COMMUNICATION WITH MEMBERSHIP, IN ORDER TO OPERATE IN A TRANSPARENT FASHION. THE COMMUNICATION 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 MORE THAN 510,000 CONTRACT HOLDER PARTICIPANTS ON TWO (2) OCCASIONS DURING 2013. THESE MAILINGS UPDATED THE TRUST MEMBERSHIP ON BENEFITS PROVIDED BY THE TRUST, AND PROVIDED INFORMATION REGARDING THE TRUST'S FINANCIAL POSITION. IN ADDITION, THE TRUST'S VENDOR PARTNERS COMMUNICATED DIRECTLY WITH MEMBERS, ON BEHALF OF THE TRUST, DURING THE COURSE OF 2013 IN REGARDING BENEFITS, PREVENTION, CHRONIC CONDITIONS AND DISEASE MANAGEMENT WHERE APPROPRIATE. 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 VENDOR PARTNERS CONDUCTED PRESENTATIONS AT 761 MEETINGS WITH AN ESTIMATED OUTREACH TO OVER 67,000 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 SEVERAL LOCATIONS. EFFECTIVE JANUARY 1, 2013, THE TRUST ENROLLED ITS MEDICARE PARTICIPANTS IN A MEDICARE PRESCRIPTION DRUG EMPLOYER GROUP WAIVER PLAN (EGWP), PLUS SUPPLEMENTAL WRAP PROGRAM. EGWP IS A FEDERAL SUBSIDY PROGRAM UNDER THE MEDICARE PART D PROGRAM. THE PLAN IS ELIGIBLE FOR EGWP SINCE IT PROVIDES PRESCRIPTION DRUG COVERAGE TO RETIREES, SURVIVING SPOUSES, AND THEIR DEPENDENTS THAT ARE MEDICARE ELIGIBLE PARTICIPANTS. 0 0 0 0 0 0 0 0 0 1 1 0 0 1 1 1 0 0 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 1 1 1 0 0 1 X 29 0 1 101 1 1 1 1 BR CI CH CO EZ EG GR HU ID IS MY NI RP PL RS KS TW TH TU 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 ROBERT NAFTALY COMMITTEE CHAIR 4.00 1.00 X 58343 0 0 JOE ASHTON COMMITTEE MEMBER 2.00 0.00 X 0 0 0 ADAM BLUMENTHAL COMMITTEE MEMBER 2.00 0.00 X 50356 0 0 TERESA GHILARDUCCI COMMITTEE MEMBER 2.00 0.00 X 56132 0 0 GENERAL HOLIEFIELD COMMITTEE MEMBER 2.00 0.00 X 0 0 0 ROBERT KING COMMITTEE MEMBER 2.00 0.00 X 0 0 0 DAVID BAKER LEWIS COMMITTEE MEMBER 3.00 0.00 X 46907 0 0 WILLIAM PATTERSON COMMITTEE MEMBER 2.00 0.00 X 51824 0 0 JAMES SETTLES COMMITTEE MEMBER 2.00 0.00 X 0 0 0 DENNIS WILLIAMS COMMITTEE MEMBER 2.00 0.00 X 0 0 0 DOUGLAS WOLL COMMITTEE MEMBER 2.00 0.00 X 56293 0 0 STATE STREET BANK TRUST INSTITUTIONAL TRUSTEE 2.00 0.00 X 0 0 0 FRANCINE PARKER CHIEF EXECUTIVE OFFICER 60.00 2.00 X 387239 0 28725 KENNETH FRIER CHIEF INVESTMENT OFFICER 60.00 2.00 X 1001389 0 23837 MARY BETH KUDERIK CHIEF FINANCIAL OFFICER 60.00 2.00 X 372749 0 37153 JAMES CHERUNDOLO DIRECTOR 60.00 0.00 X 200420 0 29387 GARON MEIKLE CONTROLLER 60.00 3.00 X 200119 0 31637 FRANCOIS GAGNON MANAGING DIRECTOR 60.00 0.00 X 499497 0 195 BENJAMIN COTTON MANAGING DIRECTOR 60.00 0.00 X 454869 0 277635 WOODROW TYLER MANAGING DIRECTOR 60.00 0.00 X 411669 0 107324 AVTAR VASU MANAGING DIRECTOR 60.00 0.00 X 370159 0 442705 SCOTT LUPKAS MANAGING DIRECTOR 60.00 0.00 X 297176 0 244761 4515141 0 1223359 42 0 1 0 BLUE CROSS BLUE SHIELD PO BOX 77000 DETROIT MI 482770017 CLAIMS ADMINISTRATION 148513053 DELTA DENTAL OF MICHIGAN 16082 COLLECTION CENTER DRIVE CHICAGO IL 606930001 CLAIMS ADMINISTRATION 11724240 AON HEWITT (FKA HEWITT & ASSOCIATES L PO BOX 95135 CHICAGO IL 606945135 CONSULTANT, TPA 11493975 PIMCO 840 NEWPORT CENTER DRIVE NEWPORT BEACH CA 92660 INVESTMENT MANAGER 7088065 EXPRESS SCRIPTS 3585 ATLANTA AVENUE HAPEVILLE GA 30354 CLAIMS ADMINISTRATION 5992014 80 X EGWP FEDERAL SUBSIDY 525100 619201024 619201024 PARTICIPANT CONTRIB. 525100 134814917 134814917 754015941 1393557680 1393557680 217287999475 1451 215706828455 0 1581171020 1451 1581172471 1581172471 OTHER INVEST. INCOME 525100 21830999 21830999 21830999 3750577091 754015941 0 2996561150 3851178710 2481771 11496354 588682 726549 721262 7272778 2116190 68116954 238574178 754531 1032511 900300 786849 98421 611432 2917518 LIQUID INV. FOREIGN TAX 10525920 INVESTMENT FUND EXPENSE 8353922 UBI TAXES 200000 311707 4209766539 3061831086 2778360126 278150145 564835355 14846342 7256342 3254672 3386052 4387153 1263478 1135983 3123675 54278807342 58992552883 1187383134 821936261 58825408704 63171450694 382984279 322912422 249292 238089 2293348783 2018566998 2676582354 2341717509 X 0 0 0 0 56148826350 60829733185 56148826350 60829733185 58825408704 63171450694 -459189448 5140096283 0 X 0 1 X 1 0 408023 120883 287140 42462 12281 30181 3936668 1130314 2806354 3123675 GENERAL MOTORS COMPANY COMMON STOCK 5727930500 F GENERAL MOTORS COMPANY PREFERRED STOCK 3733626063 F OTHER FIXED INCOME SECURITIES 19330489214 F OTHER EQUITY SECURITIES 20394302377 F ABSOLUTE RETURN 1711211916 F CLASS A INDIRECT MEMBERSHIP INTERESTS IN CHRYSLER GROUP 4312895903 F LIQUID ASSET 2260040177 F REAL ASSETS 12445917 F REAL ESTATE 436516074 F LIMITED PARTNERSHIPS 1073094742 F 58992552883 ADVANCED CONTRIBUTIONS AND ALLOWANCE CREDITS 354167 PAYABLE TO BROKER FOR SECURITIES PURCHASED 1928704956 OBLIGATIONS UNDER SECURITY LENDING 89316282 OTHER INVESTMENT PAYABLE 191307 NET PAYROLL PAYABLE 286 2018566998 X 8806550007 5140096283 -84123367 5055972916 3750577091 0 3750577091 4125642971 -84123568 -84123568 4209766539 0 4209766539 PART X, LINE 2: U.S. GAAP REQUIRE 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, 2013, 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 2013 THROUGH 2010 TAX YEARS ARE OPEN TO TAX EXAMINATION. PART XI, LINE 2D - OTHER ADJUSTMENTS: INVESTMENT EXPENSES -84,126,119. OTHER 2,752. PART XII, LINE 2D - OTHER ADJUSTMENTS: INVESTMENT EXPENSES -84,126,119. OTHER 2,551. SCHEDULE D, PART VII, LINE G: THE TAXPAYER'S INDIRECT INTEREST IN CHRYSLER GROUP, LLC HELD THROUGH THE 13 CHRYSLER HOLDCO ENTITIES IS 41.46%. EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 INVESTMENTS 1739657956 CENTRAL AMERICA & THE CARIBBEAN 0 0 INVESTMENTS 1919974134 EAST ASIA AND THE PACIFIC 0 0 INVESTMENTS 58797490 0 0 0 0 0 0 3718429580 0 3718429580 1 0 1 1 1 0 X X X X X X 0 0 0 FRANCINE PARKER CHIEF EXECUTIVE OFFICER 386155 0 0 0 1084 0 23000 0 5725 0 415964 0 0 0 KENNETH FRIER CHIEF INVESTMENT OFFICER 500305 0 500000 0 1084 0 17500 0 6337 0 1025226 0 0 0 MARY BETH KUDERIK CHIEF FINANCIAL OFFICER 370900 0 0 0 1849 0 23000 0 14153 0 409902 0 0 0 JAMES CHERUNDOLO DIRECTOR 198659 0 0 0 1761 0 16756 0 12631 0 229807 0 0 0 GARON MEIKLE CONTROLLER 199892 0 0 0 227 0 17500 0 14137 0 231756 0 0 0 FRANCOIS GAGNON MANAGING DIRECTOR 218749 0 280000 0 748 0 0 0 195 0 499692 0 0 0 BENJAMIN COTTON MANAGING DIRECTOR 274811 0 180000 0 58 0 263311 0 14324 0 732504 0 0 0 WOODROW TYLER MANAGING DIRECTOR 229506 0 180000 0 2163 0 93000 0 14324 0 518993 0 0 0 AVTAR VASU MANAGING DIRECTOR 369214 0 0 0 945 0 437500 0 5205 0 812864 0 0 0 SCOTT LUPKAS MANAGING DIRECTOR 296696 0 0 0 480 0 234434 0 10327 0 541937 0 0 0 PART II: 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 D: BENJAMIN COTTON - $250,249 WOODROW TYLER - $70,000 AVTAR VASU - $420,000 SCOTT LUPKAS - $227,934 BCBS OF MICHIGAN COMMON DIRECTOR 148513053 CLAIMS ADMIN 0 FORM 990, SCHEDULE L, PART IV ROBERT KING IS 1 OF 11 DIRECTORS OF THE UAW RETIREE MEDICAL BENEFITS TRUST (THE "TRUST"), AND 1 OF 33 DIRECTORS OF BLUE CROSS BLUE SHIELD OF MICHIGAN. FORM 990, PART V, LINE 2A: NUMBER OF EMPLOYEES: TOTAL FORM W-2'S FILED PER THE FORM W-3 IS 247 WHICH INCLUDES PLAN PARTICIPANTS WHO ARE REQUIRED TO RECEIVE FORM W-2 FOR IMPUTED INCOME TO REPORT FUTA AND FICA WITHHOLDING. THE RMBT ITSELF HAS A TOTAL OF 86 EMPLOYEES. FORM 990, PART VI, SECTION A, LINE 2 ROBERT KING 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 GENERAL HOLIEFIELD, DENNIS WILLIAMS, ROBERT KING, JAMES SETTLES, AND JOE ASHTON 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, REVIEWS 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. FORM 990, PART VII: INDEPENDENT FIDUCIARY: AN INDEPENDENT FIDUCIARY HAS BEEN APPOINTED FOR BOTH CHRYSLER GROUP LLC AND GENERAL MOTORS COMPANY (BROCK SECURITIES LLC). THE INDEPENDENT FIDUCIARY IS NOT REQUIRED TO BE REPORTED IN PART VII BUT IS 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 CHRYSLER GROUP 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. PLAN FINANCIAL STATEMENT REPORTING FOR THE CHRYSLER PLAN INCLUDES THE 13 CHRYSLER HOLDCO ENTITIES AS DESCRIBED IN SCHEDULE O AND REPORTED ON SCHEDULE R. ACCORDINGLY, BASED ON THE PLAN REPORTING REQUIREMENTS, CERTAIN ACTIVITIES OF THE HOLDCO LEGAL ENTITIES ALSO APPEAR ON THE FORM 990 OF THE TAXPAYER. STATE TAXES IS AN EXAMPLE OF AN EXPENSE ITEM OF THE HOLDCO'S THAT APPEAR ON THE FORM 990 OF THE TAXPAYER. 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