2019-11-15T13:00:39-06:00 2018-12-31 861065772 DELOITTE TAX LLP 200 RENAISSANCE CENTER SUITE 3900 DETROIT MI 48243 990 2018-01-01 900424876 UAW RETIREE MEDICAL BENEFITS TRUST UAWR 3133245900 200 WALKER STREET DETROIT MI 48207 MARY BETH KUDERIK CHIEF FINANCIAL & STRATEGY OFFICER 3133245900 2019-11-15 1 KRISTINA RASMUSSEN P00143920 3133963000 68.58.172.150 2019-11-15 12:31:47 ES P 0E4C15207DC127BDB52450F77D4060F40C3F1AE4 2B300E1FC09CCA321063079848B1E489E0A7BF4B 2018 2020-03-31 21:24:44Z MARY BETH KUDERIK 200 WALKER STREET DETROIT MI 48207 125256996391 0 X N/A X 2008 MI A VOLUNTARY EMPLOYEE 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. 11 11 144 0 0 27268975 0 0 704167703 696897610 3453273819 4146671132 134221175 207312879 4291662697 5050881621 0 0 3763623367 3371610288 24619486 27406142 0 0 0 414570410 475542069 4202813263 3874558499 88849434 1176323122 63225855634 60352981832 1937702423 3724390497 61288153211 56628591335 X TO PROVIDE EVERY MEMBER WITH HEALTH BENEFITS AND THE OPPORTUNITY TO ACHIEVE THEIR BEST QUALITY OF LIFE. 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 (NOW KNOWN AS FIAT CHRYSLER AMERICA OR FCA), 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 2018, 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 THAT ARE NECESSARY. IN 2018, THE TRUST PAID APPROXIMATELY $3.4 BILLION PROVIDING HEALTH CARE FOR ITS RETIREES AND DEPENDENTS, INCLUDING FILLING OVER 16.4 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 2018, THE TRUST WAS PLEASED TO MAINTAIN BENEFIT LEVELS WITH NO COST INCREASES FOR MEMBERS. THE TRUST EXPANDED MEDICARE ADVANTAGE (MA) PPO PLANS IN 20 ADDITIONAL STATES TO COMPLETE NATIONWIDE AVAILABILITY FOR MEDICARE ENROLLED MEMBERS. WITH THIS EXPANSION, THE TRUST PROVIDED AN MA PPO OPTION IN ALL 50 STATES. THE TRUST MADE MA PPO PLANS THE PRIMARY PLAN FOR MEDICARE MEMBERS BY IMPLEMENTING AN AUTOMATIC ENROLLMENT PROGRAM, MEANING THAT RETIREES WOULD AUTOMATICALLY BE ENROLLED INTO THE MA PPO PLAN IN THEIR AREA UNLESS THEY OPTED INTO ONE OF THE OTHER PLAN OPTIONS OFFERED BY THE TRUST. THE TRUST ALSO CONDUCTED NUMEROUS, EDUCATIONAL MEETINGS AND PROVIDED DETAILED WRITTEN INFORMATION TO ASSIST MEMBERS WITH THEIR PLAN CHOICES. THROUGHOUT 2018, THE TRUST ALSO WORKED WITH A NATIONAL CARRIER TO DESIGN A PLAN TO IMPROVE COVERAGE FOR NON-MEDICARE MEMBERS ON A NATIONAL LEVEL. THE NEW PLAN DESIGN SOUGHT TO ADDRESS MUCH-NEEDED COVERAGE FOR PRIMARY CARE AND SPECIALIST OFFICE VISITS WHILE ALSO SHIELDING MEMBERS FROM FACILITY FEE PRACTICES IN THE MARKETS, WHICH WERE INCREASINGLY BECOMING DETERRENTS FOR MEMBERS SEEKING APPROPRIATE CARE. ADDITIONAL FEATURES OF THE PLAN PROVIDE PERSONALIZED ASSISTANCE FOR MEMBERS NAVIGATING THE PLAN AND HEALTHCARE SYSTEM, ENHANCED SUPPORT PROGRAMS FOR NON-MEDICARE MEMBERS IN NEED OF DIABETES MANAGEMENT, CARE MANAGEMENT, RADIOLOGY AND ONCOLOGY SERVICES. IN THE FALL OF 2018, NON-MEDICARE MEMBERS RECEIVED DETAILED INFORMATION ON THESE EXPANDED BENEFITS.. 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 ENROLLMENT AND PLAN OFFERINGS. RETIREE HEALTH CARE CONNECT, THE CALL CENTER FOR TRUST MEMBERS, HANDLED MORE THAN 325,000 CALLS IN 2018. VARIOUS PRINTED MAILINGS WERE DISTRIBUTED BY THE TRUST TO APPROXIMATE 450,000 CONTRACT HOLDER PARTICIPANTS DURING 2018. THESE MAILINGS UPDATE THE TRUST MEMBERSHIP ON BENEFITS PROVIDED BY THE TRUST AND INFORMATION REGARDING THE TRUST'S FINANCIAL POSITION. TRUST VENDOR PARTNERS ALSO COMMUNICATED DIRECTLY WITH MEMBERS, ON BEHALF OF THE TRUST, DURING THE COURSE OF 2018 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 OTHER 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 762 MEETINGS WITH AN ESTIMATED OUTREACH TO OVER 70,000 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 1 1 1 1 0 1 X 82 0 1 144 1 1 1 1 AS AU BE BR CI CH CO EZ EG FI FR GM GR HK HU IN ID EI IS IT JA KE KS LU MY MX MO NL NZ NI NO PE AR RP PL PO QA RS SN SF SP SW TW TH TS TU AE UK CA CJ DA AR 0 0 0 0 0 0 X 11 11 1 0 0 0 0 1 0 1 1 0 0 1 1 1 1 1 1 1 1 1 1 CA MI X MARY BETH KUDERIK 3133245900 200 WALKER STREET SUITE 400 DETROIT MI 48207 X ROBERT NAFTALY COMMITTEE CHAIR 4.00 X 59687 0 0 MARK ANSON COMMITTEE MEMBER END 06/2018 2.00 X 6116 0 0 JOE ASHTON COMMITTEE MEMBER 2.00 X 43465 0 0 RAY CURRY COMMITTEE MEMBER- BEG 06/2018 2.00 X 0 0 0 TERRY DITTES COMMITTEE MEMBER 1/2018-6/2018 2.00 X 0 0 0 CINDY ESTRADA COMMITTEE MEMBER 2.00 X 0 0 0 RORY GAMBLE COMMITTEE MEMBER- BEG 06/2018 2.00 X 0 0 0 TERESA GHILARDUCCI COMMITTEE MEMBER 3.00 X 61842 0 0 GARY JONES COMMITTEE MEMBER- BEG 06/2018 2.00 X 0 0 0 DAVID BAKER LEWIS COMMITTEE MEMBER 3.00 X 52969 0 0 WILLIAM PATTERSON COMMITTEE MEMBER 2.00 X 55831 0 0 JAMES SETTLES COMMITTEE MEMBER- END 6/2018 2.00 X 0 0 0 DENNIS WILLIAMS COMMITTEE MEMBER 2.00 X 0 0 0 DOUGLAS WOLL COMMITTEE MEMBER 3.00 X 57285 0 0 STATE STREET BANK TRUST INSTITUTIONAL TRUSTEE 2.00 X 0 0 0 HERSHEL HARPER CHIEF INVESTMENT OFFICER 60.00 X 717551 0 352815 MARY BETH KUDERIK CHIEF FINANCIAL OFFICER 60.00 X 476813 0 42885 FRANCINE PARKER CHIEF EXECUTIVE OFFICER 60.00 X 467160 0 32759 RONALD BERRY CHIEF ADMINISTRATIVE OFFICER 60.00 X 347264 0 47281 LINDA DENOMME LEGAL COUNSEL 60.00 1.00 X 307082 0 25508 GARON MEIKLE CONTROLLER 60.00 2.00 X 302003 0 37687 BENJAMIN COTTON MANAGING DIRECTOR 60.00 X 801585 0 431038 SCOTT LUPKAS MANAGING DIRECTOR 60.00 X 670753 0 427656 BRIAN GIMOTTY DIRECTOR, PRIVATE EQUITY 60.00 X 564775 0 254620 THOMAS HENLEY SR. MANAGING DIRECTOR 60.00 X 556140 0 43741 MALCOLM GOEPFERT SR. MANAGING DIRECTOR 60.00 X 551467 0 238120 6099788 0 1934110 78 0 1 0 BLUE CROSS BLUE SHIELD OF MICHIGAN PO BOX 77000 DETROIT MI 482770017 CLAIMS ADMINISTRATION 80964050 MEDCO HEALTH SOLUTIONS 3585 ATLANTA AVENUE HAPEVILLE GA 30354 CLAIMS ADMINISTRATION 35386468 TEMPO HOLDING COMPANY 245 PARK AVENUE NEW YORK NY 10154 ELIGIBILITY ADMINISTRATION 22948344 DELTA DENTAL OF MICHIGAN 16082 COLLECTION CENTER DRIVE CHICAGO IL 606930001 CLAIMS ADMINISTRATION 10510339 BRIDGEWATER 1 GLENDINNING PLACE WESTPORT CT 06880 HEDGE FUND MANAGER 9191297 193 EGWP FEDERAL SUBSIDY 525100 636063123 636063123 PARTICIPANT CONTRIBUTI 525100 60834487 60834487 696897610 1193416754 1193416754 123159369148 120206114770 2953254378 2953254378 2953254378 INCOME ON ALT. INVESTM 523000 194772181 194772181 SECURITIES LENDING 523000 7082780 7082780 OTHER 5457918 5457918 207312879 5050881621 696897610 0 4353984011 3371610288 3502786 19444898 1420958 1786653 1250847 1937957 3872836 156852540 162656916 539580 4174746 1140909 713942 148929 1077410 2624385 INVESTMENT FUND EXPENSE 79445964 ACA FEES 47632938 LIQUID INV. FOREIGN TAX 11125177 FEDERAL AND STATE UBIT 942315 655525 3874558499 4641357722 5014963891 439503762 501221608 3008609 3468932 8786248 7541950 2321707 1244298 32547086289 29991176818 24268104245 22978368559 1324473300 1862537726 63225855634 60352981832 328592103 311072919 211019 203635 1608899301 3413113943 1937702423 3724390497 X 61288153211 56628591335 61288153211 56628591335 63225855634 60352981832 1176323122 -5835884998 0 X 0 1 X 1 0 423095 413433 9662 1300965 767056 533909 7062188 6361461 700727 1244298 HEDGE FUNDS AND LIQUID ASSET PARTNERSHIPS 8833413053 F GENERAL MOTORS COMPANY COMMON STOCK 3350017500 F REAL ESTATE AND REAL ASSETS 5281859092 F PRIVATE EQUITY 2803705814 F PRIVATE CREDIT 2709373100 F 22978368559 PAYABLE TO BROKER FOR SECURITIES PURCHASED 3330917141 OBLIGATION UNDER SECURITY LENDING 76322219 OTHER INVESTMENT PAYABLES 5874583 3413113943 X -774538017 -5829274046 3854408 -5825419638 5050881621 0 5050881621 3874552514 -5985 -5985 3874558499 0 3874558499 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, 2018 AND 2017, 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 2018 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 ESTATE INVESTMENTS 3,524,927. REALIZED GAIN ON FOREIGN CURRENCY 326,032. REALIZED ON SECURITIES 3,449. PART XII, LINE 2D - OTHER ADJUSTMENTS: CIO INVESTMENT MANAGEMENT FEES -293,762. INSURANCE FEES - UK HOLDCO 10,337. BANK CHARGES - UK HOLDCO 837. OTHER EXPENSES - UK HOLDCO 43,280. UK - FOREIGN INCOME TAXES 71,270. ADMINISTRATION FEES - UK HOLDCO 162,053. EUROPE (INCLUDING ICELAND AND GREENLAND) 0 0 INVESTMENTS 233668419 CENTRAL AMERICA & THE CARIBBEAN 0 0 INVESTMENTS 5982205771 EAST ASIA AND THE PACIFIC 0 0 INVESTMENTS 218478793 EAST ASIA AND THE PACIFIC 0 1 INVESTMENTS 24780 0 1 0 0 0 1 6434377763 0 6434377763 1 0 1 1 1 0 X X X X X 0 0 0 HERSHEL HARPER CHIEF INVESTMENT OFFICER 526885 0 189676 0 990 0 330034 0 22781 0 1070366 0 0 0 MARY BETH KUDERIK CHIEF FINANCIAL OFFICER 473975 0 0 0 2838 0 24500 0 18385 0 519698 0 0 0 FRANCINE PARKER CHIEF EXECUTIVE OFFICER 462804 0 0 0 4356 0 24500 0 8259 0 499919 0 0 0 RONALD BERRY CHIEF ADMINISTRATIVE OFFICER 344426 0 0 0 2838 0 24500 0 22781 0 394545 0 0 0 LINDA DENOMME LEGAL COUNSEL 304248 0 0 0 2834 0 24500 0 1008 0 332590 0 0 0 GARON MEIKLE CONTROLLER 301344 0 0 0 659 0 18500 0 19187 0 339690 0 0 0 BENJAMIN COTTON MANAGING DIRECTOR 391810 0 408257 0 1518 0 408257 0 22781 0 1232623 0 0 0 SCOTT LUPKAS MANAGING DIRECTOR 256859 0 413193 0 701 0 413193 0 14463 0 1098409 0 0 0 BRIAN GIMOTTY DIRECTOR, PRIVATE EQUITY 331418 0 231839 0 1518 0 231839 0 22781 0 819395 0 0 0 THOMAS HENLEY SR. MANAGING DIRECTOR 369704 0 140301 0 46135 0 24500 0 19241 0 599881 0 0 0 MALCOLM GOEPFERT SR. MANAGING DIRECTOR 359949 0 190000 0 1518 0 216385 0 21735 0 789587 0 0 0 FORM 990, PART VI, SECTION A, LINE 2 RMBT MEMBERS TERRY DITTES, DENNIS WILLIAMS, AND CINDY ESTRADA ARE ALL MEMBERS OR OFFICERS OF THE INTERNATIONAL UNION, UNITED AUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERS OF AMERICA ("UAW"). JOSEPH ASHTON, IS A RETIRED OFFICER OF THE UAW AND APPOINTED BY THE UAW PRESIDENT. 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 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; 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 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, 2018 AND 2017, THE PLAN HELD 100.15 MILLION AND 140.15 MILLION SHARES OF GM'S COMMON STOCK REPRESENTING APPROXIMATELY A 7% AND 10% 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 $3,350 MILLION AND $5,745 MILLION AS OF DECEMBER 31, 2018, AND DECEMBER 31, 2017, RESPECTIVELY, BASED ON GM'S PUBLICLY TRADED COMMON STOCK PRICE FROM THE ACTIVE MARKET IN WHICH THE SECURITY TRADES OF $33.45 AND $40.99 PER SHARE, RESPECTIVELY. ON FEBRUARY 27, 2018, THE PLAN SOLD 40 MILLION SHARES OF GM COMMON STOCK AT A PRICE OF $39.71 PER SHARE AND THE PLAN RECORDED A REALIZED GAIN ON SALE OF GM COMMON STOCK OF $708 MILLION. CONCURRENT WITH THE RECORDING OF THE REALIZED GAIN, PREVIOUSLY RECORDED UNREALIZED GAINS OF $759 MILLION WERE REVERSED. 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 HOLDING COMPANY. 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 60,352,981,832 FHC CASH 3,403,789 INTERCOMPANY RECEIVABLE ELIMINATIONS (377,000) FHC REAL ASSETS 174,596,752 ELIMINATION TO INVESTMENT IN FHC (128,527,027) TOTAL ASSETS PER TRUST FINANCIALS 60,402,078,346 TOTAL LIABILITIES REPORTED ON FORM 990, PART X 3,724,390,496 FHC ACCOUNTS PAYABLE 460,345 INTERCOMPANY PAYABLE ELIMINATIONS (377,000) TOTAL LIABILITIES PER TRUST FINANCIALS 3,724,473,841 TOTAL NET ASSETS REPORTED ON FORM 990, PART X 56,628,591,336 FHC NET ASSETS 49,013,171 TOTAL NET ASSETS PER TRUST FINANCIALS 56,677,604,507 BLACKROCK CCT - SUBORDINATE TRUST OF UAW RMBT 400 HOWARD STREET SAN FRANCISCO CA 94105 306265747 GRANTOR TRUST MI 25745007 451397701 UAW RETIREE MEDICAL BENEFITS TRUST ALPINVEST A2 INVESTMENT FUND LP 299 PARK AVENUE 35TH FLOOR NEW YORK NY 10171 462426430 PRIVATE EQUITY DE UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED FROM TAX UN 10902414 154020222 0 15047 0 0.99010 ALPINVEST A2 INVESTMENT FUND II LP 299 PARK AVENUE 35TH FLOOR NEW YORK NY 10171 471663811 PRIVATE EQUITY DE UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED FROM TAX UN 1410568 77184337 0 -287460 0 0.99010 AMERRA AGRI MULTI STRATEGY FUND LP 1185 AVENUE OF THE AMERICAS 17TH FL NEW YORK NY 10036 465521889 REAL ASSETS DE UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED FROM TAX UN 2991080 270899888 0 -3490198 0 0.99780 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 -99031807 1367363679 0 0 1.00000 BLACK RIVER AGRICULTURE COINVEST FUND A LP 33 SOUTH SIXTH STREET SUITE 4100 MENNEAPOLIS MN 55402 471295276 REAL ASSETS DE UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED FROM TAX UN -547882 105006036 0 0 0.98970 BLACK RIVER AGRICULTURE FUND 21 LP 9320 EXCELSIOR BOULEVARD MS 143-5-2 HOPKINS MN 55343 472322335 REAL ASSETS DE UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED FROM TAX UN -2652223 136319709 0 -59526 0 0.99990 BLUE ISLE FUTURES FUND LTD (ABBEY CAPITAL) VICTORIA PLACE 31 VICTORIA STREET HAMILTON BD HM 10 981261928 HEDGE FUND BM UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED FROM TAX UN -25413366 140842438 0 0 0.98850 BRIGHTWOOD CAPITAL CO-INVEST FUND LP 810 SEVENTH AVENUE NEW YORK NY 10019 822816560 PRIVATE CREDIT NY UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED FROM TAX UN 3051218 44804099 0 0 0.99010 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 -1838333 80434915 0 0 0.88260 C-III RECOVERY FUND II CO-INVESTMENT LP 5221 N O CONNOR BLVD STE 800 IRVING TX 75039 473031134 REAL ESTATE DE UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED FROM TAX UN -25260 43480102 0 0 0.68040 CORAL SEA CO INVESTMENT PARTNERS LP 410 PARK AVENUE 19TH FLOOR NEW YORK NY 10022 812909714 PRIVATE EQUITY DE UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED FROM TAX UN -30760483 63724729 0 -30666658 0 0.98000 ENTRUSTPERMAL ROC PARTNERS LP 375 PARK AVENUE 24TH FLOOR NEW YORK NY 10152 831292112 PRIVATE EQUITY DE UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED FROM TAX UN -28299 65308538 0 0 0.99000 HARBOURVEST REAL ASSETS - 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