2017-11-15T02:41:31-06:00 2016-12-31 861065772 DELOITTE TAX LLP 200 RENAISSANCE CENTER SUITE 3900 DETROIT MI 48243 990 2016-01-01 900424876 UAW RETIREE MEDICAL BENEFITS TRUST UAWR 3133245900 200 WALKER STREET DETROIT MI 48207 MARY BETH KUDERIK CHIEF FINANCIAL OFFICER 3133245900 2017-11-14 1 LORI BOYCE P00121981 3133963000 107.5.235.95 2017-11-14 03:04:34 ES P 45F36AF6DFE5170EFF570F499D61B675CCEDA9B7 45F36AF6DFE5170EFF570F499D61B675CCEDA9B7 2016 2021-01-29 14:40:06Z MARY BETH KUDERIK 200 WALKER STREET DETROIT MI 48207 90540962709 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 11 127 0 16990184 -854894 0 0 737262840 769183793 2374810879 1760340418 66721471 91755350 3178795190 2621279561 0 0 4047225143 3977445473 20568108 23150642 0 0 0 432302028 460433168 4500095279 4461029283 -1321300089 -1839749722 58738424338 58966480912 2388916002 2240969939 56349508336 56725510973 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 4461029283 769183793 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, 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 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 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 2016, THE TRUST PROVIDED COVERAGE FOR APPROXIMATELY 720,000 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 2016, THE TRUST PAID APPROXIMATELY $4.0 BILLION PROVIDING HEALTH CARE FOR ITS RETIREES AND DEPENDENTS, INCLUDING FILLING OVER 17 MILLION PRESCRIPTIONS FOR MEMBERS DURING THE PLAN YEAR. RETIREE HEALTH CARE CONNECT, THE CALL CENTER FOR TRUST MEMBERS, HANDLED MORE THAN 266,000 CALLS IN 2016. THE TRUST HAS CONTINUED TO FIND WAYS TO CONTROL COSTS WHILE IMPROVING HEALTH CARE BENEFITS. FOR 2016, THE TRUST WAS PLEASED TO MAINTAIN BENEFIT LEVELS WITHOUT AN ANNUAL INCREASE TO MEMBER COST SHARE. THROUGHOUT THE YEAR THE TRUST CONTINUED TO WORK WITH MEMBERS TO RECEIVE APPROPRIATE CARE THROUGH AN EDUCATIONAL CAMPAIGN NAMED CHOOSING WISELY. THE NATIONAL INITIATIVE OF THE AMERICAN BOARD OF INTERNAL MEDICINE FOUNDATION, CHOOSING WISELY FOCUSES ON EDUCATION OF PATIENTS AND PROVIDERS ON NECESSARY AND APPROPRIATE CARE. THROUGHOUT THE YEAR THE TRUST PRODUCED A SERIES OF NEWSLETTERS TO ENCOURAGE MEMBERS TO HAVE OPEN DIALOGUE WITH THEIR PROVIDERS ABOUT CARE THEY RECEIVE, ANTIBIOTIC OVERUSE, AND OTHER TOPICS. ADDITIONALLY THE TRUST PRESENTED ON TOPICS AT RETIREE MEMBER MEETINGS THROUGHOUT THE COUNTRY AND FEATURED CHOOSING WISELY INFORMATION ON ITS WEBSITE.AS AN EFFORT TO ENCOURAGE AND PROVIDE ACCESS TO IMPORTANT IMMUNIZATIONS, THE TRUST REDUCED THE COST OF PREVENTIVE IMMUNIZATIONS (FLU, PNEUMONIA, SHINGLES AND TDAP) THROUGH THE PHARMACY BENEFIT. THIS MID-YEAR CHANGE AHEAD OF THE ANNUAL FLU SEASON ALLOWED GREATER ACCESS TO PREVENTIVE IMMUNIZATIONS FOR TRUST MEMBERS. AS A RESULT, THERE WAS A 158 PERCENT YEAR OVER YEAR INCREASE IN THESE IMMUNIZATIONS BETWEEN AUGUST AND OCTOBER. A CHOICE OF MEDICAL PLAN OPTIONS IS HIGHLY VALUED BY TRUST MEMBERS. MEDICARE MEMBERS IN 30 STATES HAVE THE OPPORTUNITY TO SELECT A MEDICARE ADVANTAGE PLAN. THESE PLANS HAVE EXPERIENCED SIGNIFICANT GROWTH AND SATISFACTION WITH OVER 30 PERCENT OF TRUST MEDICARE MEMBERS ENROLLED FOR 2016. THE TRUST MEMBERSHIP IS GEOGRAPHICALLY AND DEMOGRAPHICALLY DIVERSE. THE TRUST MAINTAINS ROBUST COMMUNICATION WITH MEMBERSHIP. THE GOAL IS TO KEEP BENEFICIARIES INFORMED ON THE TRUST ACTIVITIES, AS WELL AS THE BENEFITS PROVIDED BY THE TRUST. PRINTED MAILINGS WERE DISTRIBUTED BY THE TRUST TO NEARLY 471,000 CONTRACT HOLDER PARTICIPANTS ON FIVE (5) OCCASIONS DURING 2016. THESE MAILINGS UPDATED THE TRUST MEMBERSHIP ON BENEFITS PROVIDED BY THE TRUST, ENCOURAGED APPROPRIATE IMMUNIZATIONS, AND PROVIDED INFORMATION REGARDING THE TRUST'S FINANCIAL POSITION. ADDITIONALLY, MEMBERS WITH SPECIFIC GAPS IN CARE WERE SENT LETTERS ENCOURAGING THEM 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 2016 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 PARTNERS CONDUCTED PRESENTATIONS AT 883 MEETINGS WITH AN ESTIMATED OUTREACH TO OVER 92,000 MEMBERS. IN ADDITION TO BENEFIT INFORMATION, SENIOR-CENTRIC HEALTH/WELLNESS INFORMATION ON MANAGING CHRONIC CONDITIONS, PREVENTIVE VACCINATIONS (FLU, SHINGLES AND PNEUMONIA) AND BLOOD PRESSURE SCREENINGS WERE PROVIDED AT MEETING LOCATIONS. 4461029283 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 70 0 1 127 1 1 1 1 AR AS BE BR CI CH CO EZ EG GK GR HU IN ID IS JA KE KS MY MO NL NI NO RP PL RS SW TH TS TU UK 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 0 CA X MARY BETH KUDERIK 3133245900 200 WALKER STREET SUITE 400 DETROIT MI 48207 X JOE ASHTON COMMITTEE MEMBER 2.00 X 55647 0 0 ADAM BLUMENTHAL COMMITTEE MEMBER 4.00 X 51104 0 0 CINDY ESTRADA COMMITTEE MEMBER 2.00 X 0 0 0 TERESA GHILARDUCCI COMMITTEE MEMBER 2.00 X 50050 0 0 NORWOOD JEWELL COMMITTEE MEMBER 2.00 X 0 0 0 DAVID BAKER LEWIS COMMITTEE MEMBER 2.00 X 56581 0 0 ROBERT NAFTALY COMMITTEE CHAIR 4.00 X 54978 0 0 WILLIAM PATTERSON COMMITTEE MEMBER 2.00 X 51380 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 51521 0 0 STATE STREET BANK TRUST INSTITUTIONAL TRUSTEE 2.00 X 0 0 0 HERSHEL HARPER CIO 60.00 X 597851 0 437457 FRANCINE PARKER CHIEF EXECUTIVE OFFICER 60.00 X 453278 0 31262 MARY BETH KUDERIK CHIEF FINANCIAL OFFICER 60.00 X 445363 0 41464 LINDA DENOMME LEGAL COUNSEL 60.00 1.00 X 286908 0 24682 RONALD BERRY CHIEF ADMINISTRATIVE OFFICER 60.00 X 347233 0 43722 GARON MEIKLE CONTROLLER 60.00 2.00 X 282949 0 35945 FRANCOIS GAGNON SR MANAGING DIRECTOR 60.00 X 704645 0 435096 BENJAMIN COTTON MANAGING DIRECTOR 60.00 X 636603 0 447747 SCOTT LUPKAS MANAGING DIRECTOR 60.00 X 671086 0 434996 BRIAN GIMOTTY DIRECTOR, PRIVATE EQUITY 60.00 X 475328 0 105301 ROBERT MACARTHUR MANAGING DIRECTOR, RISK MANAGER 60.00 1.00 X 365018 0 37722 5637523 0 2075394 64 0 1 0 BLUE CROSS BLUE SHIELD OF MICHIGAN PO BOX 77000 DETROIT MI 482770017 CLAIMS ADMINISTRATION 110478558 EXPRESS SCRIPTS 3585 ATLANTA AVENUE HAPEVILE GA 30354 CLAIMS ADMINISTRATION 41470954 AQR MULTI-STRATEGY FUND VI LP 2 GREENWICH PLAZA GREENWICH CT 06830 INVESTMENT MANAGER 15167228 AON HEWITT PO BOX 95135 CHICAGO IL 606945135 CONSULTANT, TPA 13454056 DELTA DENTAL OF MICHIGAN 16082 COLLECTION CENTER DRIVE CHICAGO IL 606930001 CLAIMS ADMINISTRATION 12189838 152 EGWP FEDERAL SUBSIDY 525100 652959315 652959315 PARTICIPANT CONTRIBUTI 525100 116224478 116224478 769183793 1218638210 16990184 1201648026 88461385356 87919683148 541702208 541702208 541702208 INCOME ON ALTERNATIVE 523000 74183767 74183767 SECURITIES LENDING INC 523000 10197443 10197443 OTHER INCOME 900099 7374140 7374140 91755350 2621279561 769183793 16990184 1835105584 3977445473 3399375 16053135 1170900 1467257 1059975 1501989 3331719 141174737 202644523 757072 2847142 1087071 632765 167848 1419945 2912334 ACA FEES 42123568 INVESTMENT FUND EXPENSE 32566763 FED. AND STATE UBI TAX 13539122 LIQUID INV. FOREIGN TAX 12819598 906972 4461029283 X 3213098041 2834679570 547921815 581168438 341691308 175000000 3777262 3435581 8786248 5136565 4496944 3649683 35464573790 32437651913 17888031721 21317495985 1274833457 1613399742 58738424338 58966480912 336841541 350268968 259123 258977 2051815338 1890441994 2388916002 2240969939 X 56349508336 56725510973 56349508336 56725510973 58738424338 58966480912 -1839749722 2215752359 0 X 0 1 X 1 0 423095 319420 103675 1300965 400309 900656 7062188 4416836 2645352 3649683 HEDGE FUNDS AND LIQUID ASSET PARTNERSHIPS 9972046153 F GENERAL MOTORS COMPANY COMMON STOCK 4882826000 F REAL ESTATE AND REAL ASSETS 2968615882 F PRIVATE EQUITY 1774264806 F PRIVATE CREDIT 1719743144 F 21317495985 PAYABLE TO BROKER FOR SECURITIES PURCHASED 1626049871 OBLIGATIONS UNDER SECURITY LENDING 262559442 OTHER INVESTMENT PAYABLE 1832681 1890441994 X 4667504274 2226769260 -180544547 2046224713 2621279561 0 2621279561 4279352251 -181677032 -181677032 4461029283 0 4461029283 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, 2016 AND 2015, 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 2013 TAX YEARS ARE OPEN TO TAX EXAMINATION. SOME STATES MAY HAVE A SLIGHTLY LONGER STATUTE OF LIMITATIONS PERIOD. PART XI, LINE 2D - OTHER ADJUSTMENTS: INVESTMENT RELATED EXPENSES -181,930,101. UK HOLDING COMPANY REVENUE 1,385,554. PART XI, LINE 4B - OTHER ADJUSTMENTS: OTHER PART XII, LINE 2D - OTHER ADJUSTMENTS: INVESTMENT RELATED EXPENSES -181,930,101. UK HOLDING COMPANY EXPENSES 253,069. EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 INVESTMENTS 1082146729 CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS 5286427222 EAST ASIA AND THE PACIFIC 0 0 INVESTMENTS 249842989 EAST ASIA AND THE PACIFIC 0 1 INVESTMENTS 22995 0 1 0 0 0 1 6618439935 0 6618439935 1 0 1 1 1 0 X X X X X X 0 0 0 HERSHEL HARPER CIO 498231 0 60000 0 39620 0 418000 0 19457 0 1035308 0 0 0 FRANCINE PARKER CHIEF EXECUTIVE OFFICER 448922 0 0 0 4356 0 24000 0 7262 0 484540 0 0 0 MARY BETH KUDERIK CHIEF FINANCIAL OFFICER 442525 0 0 0 2838 0 24000 0 17464 0 486827 0 0 0 LINDA DENOMME LEGAL COUNSEL 284234 0 0 0 2674 0 24000 0 682 0 311590 0 0 0 RONALD BERRY CHIEF ADMINISTRATIVE OFFICER 345715 0 0 0 1518 0 24000 0 19722 0 390955 0 0 0 GARON MEIKLE CONTROLLER 282391 0 0 0 558 0 18000 0 17945 0 318894 0 0 0 FRANCOIS GAGNON SR MANAGING DIRECTOR 369417 0 333710 0 1518 0 415639 0 19457 0 1139741 0 333710 0 BENJAMIN COTTON MANAGING DIRECTOR 366508 0 269105 0 990 0 428025 0 19722 0 1084350 0 269105 0 SCOTT LUPKAS MANAGING DIRECTOR 351192 0 318904 0 990 0 415274 0 19722 0 1106082 0 318904 0 BRIAN GIMOTTY DIRECTOR, PRIVATE EQUITY 293306 0 180637 0 1385 0 85693 0 19608 0 580629 0 156599 0 ROBERT MACARTHUR MANAGING DIRECTOR, RISK MANAGER 364418 0 0 0 600 0 18000 0 19722 0 402740 0 0 0 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: FRANCOIS GAGNON: 415,639 BENJAMIN COTTON: 410,025 HERSHEL HARPER: 400,000 SCOTT LUPKAS: 397,274 BRIAN GIMOTTY: 64,551 FORM 990, PART VI, SECTION A, LINE 2 RMBT TRUSTEES NORWOOD JEWELL, DENNIS WILLIAMS, JAMES SETTLES, CINDY ESTRADA, 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 APPOINTED 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 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 TO PROVIDE PERIODIC UPDATES OF MATERIAL CHANGES IN THEIR DISCLOSURES. THE TRUST'S GENERAL COUNSEL 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 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 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. 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 RMBT INVESTMENTS. AN INDEPENDENT FIDUCIARY WAS APPOINTED FOR FCA US LLC; HOWEVER, THAT INDEPENDENT FIDUCIARY IS NO LONGER NESCESSARY AS ALL RELEVANT CASH HAS BEEN TRANSFERRED TO THE TRUST. 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 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, 2016 AND 2015, THE PLAN HOLDS 140.15 MILLION SHARES OF GM'S COMMON STOCK REPRESENTING A 9.3% 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 $4,883 MILLION AND $4,767 MILLION AS OF DECEMBER 31, 2016, AND DECEMBER 31, 2015, RESPECTIVELY, BASED ON GM'S PUBLICLY TRADED COMMON STOCK PRICE FROM THE ACTIVE MARKET IN WHICH THE SECURITY TRADES OF $34.84 AND $34.01 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, 2016 AND 2015, WAS $175 MILLION AND $342 MILLION, RESPECTIVELY, AND IS INCLUDED IN NOTES RECEIVABLE IN THE STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS. THE TRUST RECEIVED THE FINAL INSTALLMENT OF $175 MILLION ON JANUARY 20, 2017. 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 58,966,480,912 FHC CASH 69,202 FHC RECEIVABLES 14,334 FHC REAL ASSETS 118,048,731 INVESTMENT IN FHC (103,756,951) TOTAL ASSETS PER TRUST FINANCIALS 58,980,856,228 TOTAL LIABILITIES REPORTED ON FORM 990, PART X 2,240,969,939 FHC ACCOUNTS PAYABLE 33,363 FHC INVESTMENT PAYABLE 14,334 TOTAL LIABILITIES PER TRUST FINANCIALS 2,241,017,636 TOTAL NET ASSETS REPORTED ON FORM 990, PART X 56,725,510,973 FHC NET ASSETS 14,327,619 TOTAL NET ASSETS PER TRUST FINANCIALS 56,739,838,592 THE NORTHERN TRUST COMPANY PO BOX 804358 CHICAGO IL 60680 906208791 GRANTOR TRUST MI -7101890 267577372 UAW RETIREE MEDICAL BENEFITS TRUST BLACKROCK CCT - SUBORDINATE TRUST OF UAW RMBT 400 HOWARD STREET SAN FRANCISCO CA 94105 306265747 GRANTOR TRUST MI -1556065 361871219 UAW RETIREE MEDICAL BENEFITS TRUST WELLINGTON - GLOBAL MANAGED RISK PLUS II 280 CONGRESS STREET BOSTON MA 02210 463079916 LIQUID ASSET PARTNER MA 54278796 615269847 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 342883 47660236 0 55180 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 8170535 186769157 0 168306 0 0.99010 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 17581320 255115384 0 405958 0 0.98820 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 -33648521 2396297502 0 0 0.99860 BLACK RIVER AGRICULTURE CO-INVEST 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 635705 123024463 0 0 0.98970 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 1514312 135138052 0 49064 0 0.99990 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 -21561145 215583430 0 0 0.99000 BTG PACTUAL BRAZIL TIMBERLAND FUND I D LP PO BOX 309 UGLAND HOUSE GRAND CAYMAN CJ KY1-1004 REAL ASSETS CJ UAW RETIREE MEDICAL BENEFITS TRUST EXCLUDED FROM TAX UN 37487059 0 0 0.88290 CONTRARIAN CAP - 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