2020-11-16T13:25:14-06:00 2019-12-31 861065772 DELOITTE TAX LLP 200 RENAISSANCE CENTER SUITE 3900 DETROIT MI 48243 990 2019-01-01 900424876 UAW RETIREE MEDICAL BENEFITS TRUST UAWR 3133245900 1155 BREWERY PARK BLVD SUITE 400 DETROIT MI 48207 GARON MEIKLE CONTROLLER 3133245900 2020-11-16 1 ALICIA JANISCH P00741382 3133963000 2020-11-12 68.48.27.244 2020-11-16 12:26:35 ES P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 FEF807932A7F907C5D7F420F4DD70DB646D9EA53 2019 2022-01-07 14:23:13Z X GARON MEIKLE 247844765048 0 X N/A X 2008 MI A VOLUNTARY EMPLOYEES' BENEFICIARY ASSOCIATION ("VEBA") 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. 9 9 138 0 0 17085990 0 0 696897610 747854434 4146671132 5434455145 207312879 268728791 5050881621 6451038370 0 0 3371610288 3305134746 27406142 28013417 0 0 0 475542069 455737663 3874558499 3788885826 1176323122 2662152544 60352981832 64025740006 3724390497 4095888736 56628591335 59929851270 X A VOLUNTARY EMPLOYEE BENEFICIARY ASSOCIATION ("VERA") 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 2019, THE TRUST PROVIDED COVERAGE FOR OVER 680,000 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 NECESSARY. IN 2019, THE TRUST PAID APPROXIMATELY $3.3 BILLION PROVIDING HEALTH CARE FOR ITS RETIREES AND DEPENDENTS, INCLUDING FILLING OVER 15.9 MILLION PRESCRIPTIONS FOR MEMBERS DURING THE PLAN YEAR. SINCE ITS LAUNCH, THE TRUST HAS MADE GREAT STRIDES IN FINDING WAYS TO CONTROL COSTS WHILE IMPROVING HEALTH CARE BENEFITS. FOR 2019, THE TRUST WAS PLEASED TO MAINTAIN BENEFIT LEVELS WITH NO COST INCREASES FOR MEMBERS. THE TRUST LAUNCHED A NEW NATIONWIDE ENHANCED CARE PLAN (ECP) FOR NON-MEDICARE MEMBERS. THE TRUST EXPANDED COVERAGE FOR ALL MEMBERS TO INCLUDE UNLIMITED PRIMARY CARE AND SPECIALIST OFFICE VISITS, WHILE ADDING PROTECTION FROM FACILITY FEES CHARGES THAT WERE INCREASINGLY BECOMING DETERRENTS FOR MEMBERS SEEKING APPROPRIATE CARE.ADDITIONAL FEATURES OF THE ECP PLAN PROVIDE PERSONALIZED ASSISTANCE FOR MEMBERS NAVIGATING THE PLAN AND HEALTHCARE SYSTEM, ENHANCED SUPPORT PROGRAMS FOR NON-MEDICARE MEMBERS IN NEED OF ASSISTANCE WITH MANAGING DIABETES, CLINICAL SUPPORT FOR MANAGING CHRONIC CONDITIONS, SURGICAL DECISION SUPPORT AND MEDICAL SECOND OPINION SERVICES. PREVIOUSLY, THESE PROGRAMS WERE ONLY AVAILABLE IN PLANS WIDELY ACCESSIBLE TO MEDICARE MEMBERS. THROUGHOUT 2019, THE TRUST ALSO WORKED ON UPDATING AND EXPANDING ELIGIBILITY CRITERIA FOR PROTECTED MEMBERS. THESE ARE MEMBERS WHO HAVE LOW PENSION AMOUNTS, WHERE AFFORDABILITY FOR HEALTH CARE SERVICES CAN BE A BARRIER TO CARE. AS A MEMBER WITH PROTECTED STATUS (A CLASSIFICATION ESTABLISHED UNDER PREVIOUS ARRANGEMENTS WITH THE UAW AND AUTOMOTIVE COMPANIES), MEMBERS CAN HAVE SIGNIFICANTLY REDUCED COST SHARE DEPENDING ON THEIR PLAN SELECTION. THROUGHOUT, 2019 THE TRUST WORKED WITH NATIONAL CARRIERS ON A MEDICARE ADVANTAGE PPO PLAN DESIGN WITH LITTLE TO NO COST SHARE THAT WOULD BE MARKETED AND LAUNCHED IN 2020, FOR ALL ELIGIBLE PROTECTED MEMBERS. 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 BENEFICIARIES INFORMED ON THE TRUST ACTIVITIES, AS WELL AS THE BENEFITS PROVIDED BY THE TRUST. THE TRUST AND CARRIERS SENT A SERIES OF COMMUNICATIONS TO MEMBERS REGARDING 2019 AND 2020 ENROLLMENT AND PLAN OFFERINGS. RETIREE HEALTH CARE CONNECT, THE CALL CENTER FOR TRUST MEMBERS, HANDLED MORE THAN 244,000 CALLS IN 2019. A SERIES OF PRINTED MAILINGS WERE DISTRIBUTED BY THE TRUST TO OVER 437,000 CONTRACT HOLDER PARTICIPANTS DURING 2019. THESE MAILINGS UPDATE THE TRUST MEMBERSHIP ON BENEFITS PROVIDED BY THE TRUST AND INFORMATION REGARDING THE TRUST'S FINANCIAL POSITION. TRUST PARTNERS ALSO COMMUNICATED DIRECTLY WITH MEMBERS, ON BEHALF OF THE TRUST, DURING THE COURSE OF 2019 REGARDING BENEFITS, PREVENTION, CHRONIC CONDITIONS AND DISEASE MANAGEMENT WHERE APPROPRIATE. ADDITIONALLY, MEMBERS WITH SPECIFIC GAPS IN CARE WERE SENT COMMUNICATIONS ENCOURAGING THEM TO TAKE PREVENTIVE MEASURES TO MANAGE THEIR CONDITION(S), IMPROVE THEIR HEALTH STATUS, AND ENGAGE WITH THEIR PRIMARY CARE PHYSICIAN. 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 MORE THAN 250 MEETINGS WITH AN ESTIMATED OUTREACH TO OVER 30,000 MEMBERS. 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 0 0 0 0 0 0 1 1 1 0 1 X 70 0 1 138 1 1 1 1 AE AR AS AU BE BR CA CH CI CJ CO DA EG EI EZ FI FR GM GR HK HU ID IN IS IT JA KE KS LU MO MX MY NI NL NO NZ PE PL PO QA RP RS SF SN SP SW SZ TH TS TU TW UK 0 0 0 0 0 0 X 9 9 1 0 0 0 0 1 0 1 1 0 0 1 1 1 1 1 1 1 1 1 1 CA MI X GARON MEIKLE 3133245900 1155 BREWERY PARK BLVD SUITE 400 DETROIT MI 48207 X ROBERT NAFTALY COMMITTEE CHAIR 3.00 X 66393 0 0 MARK ANSON COMMITTEE MEMBER 2.00 X 745 0 0 RAY CURRY COMMITTEE MEMBER 2.00 X 0 0 0 CINDY ESTRADA COMMITTEE MEMBER 2.00 X 0 0 0 RORY GAMBLE COMMITTEE MEMBER 2.00 X 0 0 0 TERESA GHILARDUCCI COMMITTEE MEMBER 2.00 X 54497 0 0 GARY JONES COMMITTEE MEMBER - END 11/19 2.00 X 0 0 0 DAVID BAKER LEWIS COMMITTEE MEMBER 2.00 X 58769 0 0 WILLIAM PATTERSON COMMITTEE MEMBER 2.00 X 0 0 0 DENNIS WILLIAMS COMMITTEE MEMBER - END 11/19 2.00 X 0 0 0 DOUGLAS WOLL COMMITTEE MEMBER 2.00 X 53805 0 0 STATE STREET BANK & TRUST INSTITUTIONAL TRUSTEE 2.00 X 0 0 0 HERSHEL HARPER CHIEF INVESTMENT OFFICER 60.00 X 856147 0 519027 MARY BETH KUDERIK CHIEF FINANCIAL OFFICER 60.00 X 494849 0 43941 FRANCINE PARKER CHIEF EXECUTIVE OFFICER 60.00 X 486763 0 33413 LINDA DENOMME LEGAL COUNSEL 60.00 1.00 X 289092 0 23860 MALCOLM GOEPFERT DEPUTY CHIEF INVESTMENT OFFICER 60.00 X 624090 0 372812 GARON MEIKLE CONTROLLER 60.00 1.00 X 311130 0 39244 SEQUIA PETERSON CHIEF OPERATING OFFICER 60.00 X 296315 0 39202 GINA BUCCALO CHIEF MEDICAL OFFICER 60.00 X 517177 0 48494 BENJAMIN COTTON FORMER SR MNG. DIRECTOR - END 06/19 60.00 X 513921 0 34477 BRIAN GIMOTTY MANAGING DIRECTOR 60.00 X 558494 0 280230 JOSEPH STACKPOOLE CHIEF INVESTMENT ADMINISTRATIVE OFFICER 60.00 X 418081 0 25936 BRIAN WACHOB SR. MANAGING DIRECTOR 60.00 X 605461 0 238124 6205729 0 1698760 76 0 1 0 BLUE CROSS BLUE SHIELD OF MICHIGAN PO BOX 77000 DETROIT MI 482770017 CLAIMS ADMINISTRATION 82771020 MEDCO HEALTH SOLUTION 3585 ATLANTA AVENUE HAPEVILLE GA 30354 CLAIMS ADMINISTRATION 32260862 TEMPO HOLDING COMPANY 245 PARK AVENUE NEW YORK NY 10154 ELIGIBILITY ADMINISTRATION 13750302 KAYNE 1800 AVENUE OF THE STARS LOS ANGELES CA 90067 INVESTMENT MANAGER 12353276 BRIDGEWATER ONE GLENDINNING PLACE WESTPORT CT 06880 INVESTMENT MANAGER 10485076 156 EGWP FEDERAL SUBSIDY 525100 691874109 691874109 PARTICIPANT CONTRIBUTI 525100 55980325 55980325 747854434 1234426975 1234426975 245593754848 241393726678 4200028170 4200028170 4200028170 INCOME ON ALT. INVESTM 523000 260146432 260146432 SECURITIES LENDING 523000 4416816 4416816 OTHER 4165543 4165543 268728791 6451038370 747854434 0 5703183936 3305134746 4664094 18677643 1527469 1856166 1288045 2363194 5092338 164209476 159958639 1170338 4125586 1566904 883639 225376 1169813 2655749 INVESTMENT FUND EXPENSE 80180063 LIQUID INV. FOREIGN TAX 19786242 FEDERAL AND STATE UBIT 9047918 ACA FEES 2310740 991648 3788885826 5014963891 6026290796 501221608 587338134 3468932 2962636 6887119 6887119 1244298 0 29991176818 35660583083 22978368559 19402552880 1862537726 2346012477 60352981832 64025740006 311072919 302436585 203635 190786 3413113943 3793261365 3724390497 4095888736 X 56628591335 59929851270 56628591335 59929851270 60352981832 64025740006 2662152544 639107391 0 X 0 1 X 1 0 325161 325161 0 77066 77066 0 6484892 6484892 0 0 HEDGE FUNDS AND LIQUID ASSET PARTNERSHIPS 3747787611 F GENERAL MOTORS COMPANY COMMON STOCK 3665490000 F REAL ESTATE AND REAL ASSETS 5401322524 F PRIVATE EQUITY 3451766187 F PRIVATE CREDIT 3136186558 F 19402552880 PAYABLE TO BROKER FOR SECURITIES PURCHASED 3610562406 OBLIGATION UNDER SECURITY LENDING 177421987 OTHER INVESTMENT PAYABLES 5276972 3793261365 X 7108783719 654971240 2774109 657745349 6451038370 0 6451038370 3789165141 279315 279315 3788885826 0 3788885826 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 US 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, 2019 AND 2018, 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 2016 THROUGH 2019 TAX YEARS ARE OPEN TO TAX EXAMINATION. SOME STATES MAY HAVE A SLIGHTLY LONGER STATUTE OF LIMITATIONS PERIOD. PART XI, LINE 2D - OTHER ADJUSTMENTS: INCOME ON REAL INVESTMENTS 2,529,135. REALIZED GAIN ON FOREIGN CURRENCY 240,324. REALIZED GAIN ON FOREIGN SECURITIES 4,650. PART XII, LINE 2D - OTHER ADJUSTMENTS: CIO INVESTMENT MANAGEMENT FEES -308,295. INSURANCE FEES - UK HOLDCO 9,948. BANK CHARGES - UK HOLDCO 160. OTHER EXPENSES - UK HOLDCO 48,569. UK FOREIGN INCOME TAXES 366,882. ADMINISTRATIVE FEES - UK HOLD CO 162,051. EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 INVESTMENTS 255329058 CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS 3785887306 EAST ASIA AND THE PACIFIC 0 0 INVESTMENTS 187533142 EAST ASIA AND THE PACIFIC 0 1 INVESTMENTS 630 0 1 0 0 0 1 4228750136 0 4228750136 1 0 1 1 1 0 PART III ACCOUNTING METHOD: X X X X 0 0 0 HERSHEL HARPER CHIEF INVESTMENT OFFICER 543095 0 311534 0 1518 0 495533 0 23494 0 1375174 0 311534 0 MARY BETH KUDERIK CHIEF FINANCIAL OFFICER 490493 0 0 0 4356 0 25000 0 18941 0 538790 0 0 0 FRANCINE PARKER CHIEF EXECUTIVE OFFICER 478781 0 0 0 7982 0 25000 0 8413 0 520176 0 0 0 LINDA DENOMME LEGAL COUNSEL 268276 0 0 0 20816 0 22924 0 936 0 312952 0 0 0 MALCOLM GOEPFERT DEPUTY CHIEF INVESTMENT OFFICER 430687 0 191885 0 1518 0 353871 0 18941 0 996902 0 191885 0 GARON MEIKLE CONTROLLER 310470 0 0 0 660 0 19000 0 20244 0 350374 0 0 0 SEQUIA PETERSON CHIEF OPERATING OFFICER 295739 0 0 0 576 0 19000 0 20202 0 335517 0 0 0 GINA BUCCALO CHIEF MEDICAL OFFICER 512821 0 0 0 4356 0 25000 0 23494 0 565671 0 0 0 BENJAMIN COTTON FORMER SR MNG. DIRECTOR - END 06/19 167856 0 345369 0 696 0 11451 0 23026 0 548398 0 345369 0 BRIAN GIMOTTY MANAGING DIRECTOR 341278 0 215698 0 1518 0 256736 0 23494 0 838724 0 215698 0 JOSEPH STACKPOOLE CHIEF INVESTMENT ADMINISTRATIVE OFFI 415243 0 0 0 2838 0 25000 0 936 0 444017 0 0 0 BRIAN WACHOB SR. MANAGING DIRECTOR 367801 0 237000 0 660 0 214630 0 23494 0 843585 0 0 0 FORM 990, PART VI, SECTION A, LINE 2 RMBT MEMBERS GARY JONES, RAY CURRY, RORY GAMBLE, AND CYNTHIA ESTRADA ARE ALL MEMBERS OR OFFICERS OF THE INTERNATIONAL UNION, UNITED AUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERS OF AMERICA ("UAW"). DENNIS WILLIAMS IS A RETIRED OFFICER OF THE UAW AND APPOINTED BY THE UAW PRESIDENT. IN NOVEMBER 2019, GARY JONES AND DENNIS WILLIAMS WERE REMOVED BY THE ACTING UAW PRESIDENT RORY GAMBLE FROM THE TRUST COMMITTEE. THE UAW PRESIDENT SUBSEQUENTLY APPOINTED IN MARCH 2020 GERALD KARIEM, AN OFFICER OF THE UAW, AND GERALD BANTOM, A RETIRED MEMBER OF THE UAW, TO FILL THE TWO UAW MEMBERS' VACANCIES ON THE TRUST COMMITTEE. FORM 990, PART VI, SECTION A, LINE 7A THE UAW MEMBERS WHO ARE APPOINTED TO THE RMBT COMMITTEE 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 11B A PROFESSIONAL TAX PREPARER IS ENGAGED TO PREPARE THE FORM 990. THE TRUST'S INTERIM CHIEF FINANCIAL OFFICER, AS WELL AS EXTERNAL COUNSEL, REVIEW THE FORM 990 PRIOR TO SUBMITTING TO THE AUDIT SUBCOMMITTEE 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. EACH OF THESE INDIVIDUALS MUST DISCLOSE CERTAIN OWNERSHIP INTERESTS, COMPENSATION ARRANGEMENTS AND BOARD MEMBERSHIPS TO THE TRUST'S COMPLIANCE OFFICIAL UPON COMMENCEMENT OF THEIR ROLE AND PERIODICALLY THEREAFTER REGARDING MATERIAL CHANGES IN THEIR DISCLOSURES. THE TRUST'S COMPLIANCE OFFICIAL REVIEWS ALL CONFLICT OF INTEREST DISCLOSURE FORMS. IF A CONFLICT OF INTEREST EXISTS, RECUSALS MAY BE APPROPRIATE. 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 A 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 EXECUTIVE DIRECTOR, 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 IS 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 AN INDEPENDENT FIDUCIARY HAS BEEN APPOINTED FOR GENERAL MOTORS COMPANY. 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 INVESTMENT IN GENERAL MOTORS COMMON STOCK IN THE GENERAL MOTORS' PLAN. 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 AN INDEPENDENT FIDUCIARY AS NAMED FIDUCIARY AND INVESTMENT MANAGER WHO, FROM AND AFTER THE DATE OF THE SETTLEMENT AGREEMENTS WITH 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 THE AUTOMOTIVE COMPANY. PURSUANT TO ITS AUTHORITY UNDER THE TRUST AGREEMENT, THE COMMITTEE HAS 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 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; AND H. SELECTING AND CONTRACTING 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 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 PLANS' FINANCIAL STATEMENTS. FORM 990, PART X COMMON STOCK-GM: AS OF DECEMBER 31, 2019 AND 2018, THE PLAN HELD 100.15 MILLION SHARES OF GM'S COMMON STOCK REPRESENTING APPROXIMATELY A 7% OWNERSHIP INTEREST. 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 $3,665 MILLION AND $3,350 MILLION AS OF DECEMBER 31, 2019, AND DECEMBER 31, 2018, RESPECTIVELY, BASED ON GM'S PUBLICLY TRADED COMMON STOCK PRICE FROM THE ACTIVE MARKET IN WHICH THE SECURITY TRADES OF $36.60 AND $33.45 PER SHARE, RESPECTIVELY. 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