2013-11-11T14:42:38-06:00 2012-12-31 861065772 DELOITTE TAX LLP 200 RENAISSANCE CENTER SUITE 3900 DETROIT MI 48243 990 2012-01-01 900424876 UAW RETIREE MEDICAL BENEFITS TRUST UAWR 3133245900 200 WALKER STREET NO 400 DETROIT MI 48207 MARY BETH KUDERIK 3133245900 2013-11-11 1 LORI BOYCE P00121981 3133963000 2012 2016-02-24 21:20:13Z ROBERT NAFTALY 200 WALKER STREET NO 400 DETROIT MI 48207 310516974055 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 9 86 0 0 0 0 0 140085518 156431441 2125307681 2482941955 15764910 24211651 2281158109 2663585047 0 0 3787319214 3923097428 10101650 11625346 0 0 0 272112871 273636035 4069533735 4208358809 -1788375626 -1544773762 54972635282 58825408704 2872604561 2676582354 52100030721 56148826350 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 IT'S 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 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.THE TRUST CONTINUES TO SERVE ITS MISSION OF PROVIDING MEDICAL BENEFITS TO RETIREES AND REVIEWS THE BENEFIT DESIGN EACH YEAR TO MAKE ANY ADJUSTMENTS THAT ARE NECESSARY. IN 2012, THE TRUST PAID MORE THAN $2.8 BILLION IN INDIVIDUAL HEALTH CARE CLAIMS AND PREMIUMS TO INSURED HEALTH CARE PROVIDERS FOR THE PLAN YEAR. OVER 14 MILLION PRESCRIPTIONS WERE FILLED FOR MEMBERS AND PAID FOR BY THE TRUST, AT A COST OF MORE THAN $1.3 BILLION. RETIREE HEALTH CARE CONNECT, THE CALL CENTER FOR TRUST MEMBERS, HANDLED MORE THAN 290,000 CALLS IN 2012.IN WORKING WITH ITS PHARMACY BENEFIT MANAGER, THE TRUST CONTINUED ITS EFFORTS TO ASSIST MEMBERS WITH 15 OR MORE MEDICATIONS BY OFFERING A COMPREHENSIVE MEDICATION REVIEW. 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.ADDITIONALLY, THE TRUST PREPARED ITSELF FOR THE LAUNCH OF A MEDICARE PART D PLAN FOR PRESCRIPTION DRUGS THAT WOULD BECOME EFFECTIVE JANUARY 1, 2013. WORKING WITH ITS PHARMACY BENEFIT MANAGER, THE TRUST DEVELOPED A MEDICARE PART D-QUALIFIED PLAN CONTAINING A WRAPAROUND PROVISION THAT ENSURED RETIRED MEMBERS RECEIVED BENEFITS AT LEAST EQUAL TO THE PLAN PREVIOUSLY OFFERED BY THE TRUST. THIS WAS A MONUMENTAL UNDERTAKING AFFECTING 67 PERCENT OF TRUST MEMBERS, LAUNCHING A PROGRAM FOR WHICH COMMUNICATIONS AND ELIGIBILITY IS CAREFULLY COORDINATED WITH MEDICARE STANDARDS AND PRACTICES.DURING 2012, THE TRUST CONSOLIDATED ELIGIBILITY VENDORS TO IMPROVE EFFICIENCY IN OPERATIONS, REDUCE ADMINISTRATIVE COSTS AND ENHANCE MEMBER EXPERIENCE.NEW HEALTH BENEFIT PROGRAMS LAUNCHED IN 2012 INCLUDED THE FOLLOWING:-NEW COVERAGE FOR FOUR (4) OFFICE VISITS WITH $25 COPAY PER VISIT FOR NON-MEDICARE MEMBERS. THERE NEW BENEFITS PROVIDE GREATER ACCESS AND OPPORTUNITIES FOR PREVENTIVE HEALTH.-UTILIZING RESEARCH STUDIES AND TRUST CLAIMS EXPERIENCE, LINKING DENTAL AND VISION HEALTH TO OVERALL HEALTH, THE TRUST ALSO IMPLEMENTED NEW PREVENTIVE DENTAL AND VISION BENEFITS FOR GM AND CHRYSLER RETIREE MEMBERS: THE NEW DENTAL PROGRAM COVERS DENTAL EXAMS, CLEANINGS, X-RAYS AND FILLINGS FOR GENERAL MOTORS AND CHRYSLER MEMBERS.THE NEW VISION PROGRAM COVERS A VISION EXAM AT A $25 COPAY FOR GENERAL MOTORS AND CHRYSLER MEMBERS.-CASE MANAGEMENT AVAILABILITY FOR ALL MEMBERS.-CENTERS OF EXCELLENCE FOR ORGAN TRANSPLANTS.-DISABILITY OUTREACH AND ENROLLMENT SERVICES.-PILOT OFFERINGS OF MEDICARE ADVANTAGE PPO PLANS IN 8 STATES.WITH THESE CHANGES, ALL TRUST MEMBERS NOW HAVE ROUTINE DENTAL CLEANINGS, VISION EXAMS, WELLNESS, AND ROUTINE OFFICE VISIT COVERAGE WITH THEIR PRIMARY CARE PHYSICIAN AVAILABLE. THESE NEW BENEFITS WILL HELP GIVE TRUST MEMBERS CONVENIENT ACCESS TO AGE-RELATED SCREENINGS AND TESTS WHICH MAY LEAD TO EARLY DETECTION AND ASSIST IN PREVENTING FUTURE HEALTH ISSUES BEFORE THEY OCCUR.THE TRUST MEMBERSHIP IS GEOGRAPHICALLY AND DEMOGRAPHICALLY DIVERSE. THE TRUST HAS CONTINUED ITS EMPHASIS ON MAINTAINING ROBUST COMMUNICATION CHANNELS WITH ITS MEMBERSHIP, IN ORDER TO OPERATE IN A TRANSPARENT FASHION AND KEEP THE TRUST'S BENEFICIARIES FULLY INFORMED ON THE TRUST'S ACTIVITIES, AS WELL AS THE MEDICAL BENEFITS PROVIDED BY THE TRUST.PRINTED MAILINGS WERE DISTRIBUTED BY THE TRUST TO 511,416 CONTRACT HOLDER PARTICIPANTS ON TWO (2) OCCASIONS DURING 2012. THESE MAILINGS UPDATED TRUST MEMBERSHIP ON BENEFITS PROVIDED BY THE TRUST, AND PROVIDED INFORMATION REGARDING THE TRUST'S ASSETS. IN ADDITION, THE TRUST'S PARTNERS (SUCH AS BLUE CROSS, VARIOUS REGIONAL AND STATE-WIDE HMO AND PPO PLANS, ETC.) COMMUNICATED, ON BEHALF OF THE TRUST, MANY MORE TIMES WITH EACH PARTICIPANT DURING THE COURSE OF 2012.THE TRUST CONTINUES TO LEVERAGE COMMUNICATION FORMATS THAT COMPLEMENT MAILINGS, INCLUDING ENHANCEMENTS TO THE TRUST-BRANDED WEBSITE (WWW.UAWTRUST.ORG). WITH SIZABLE TEXT AND SEARCH FUNCTIONALITY, MEMBERS HAVE ACCESS TO ALL OF THEIR BENEFIT INFORMATION ONLINE. THE TRUST INCREASED EDUCATION OF MEMBERS THROUGH THE USE OF PRESENTATIONS, DVDS, WEB VIDEOS, BROCHURES, AND OUTREACH AT HUNDREDS OF RETIREE MEETINGS THROUGHOUT THE COUNTRY.THE TRUST DEVELOPED A VIDEO ON THE HISTORY, STRUCTURE AND FUNDING OF THE TRUST TO PROVIDE MEMBERS WITH A BETTER UNDERSTANDING OF HOW THE TRUST FUND CAME INTO EXISTENCE, WHAT PURPOSE IT SERVES, AND HOW IT HELPED PROTECT MEMBERS' BENEFITS. THIS VIDEO IS AVAILABLE FOR ALL MEMBERS TO VIEW ON THE TRUST WEBSITE, WWW.UAWTRUST.ORG.FACE-TO-FACE COMMUNICATION WITH MEMBERS IS ALSO IMPORTANT. THE TRUST EXPANDED THE NUMBER OF RETIREE MEETINGS THAT IT ATTENDED IN 2012. IN TOTAL, THE TRUST REACHED MORE THAN 50,000 RETIREES FACE-TO-FACE AT 500 REGIONAL MEETINGS DURING 2012. 0 0 0 0 0 0 0 0 0 1 1 0 0 1 0 0 0 0 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 0 1 1 0 0 1 X 29 0 1 86 1 1 1 1 UK 0 0 0 0 X 11 9 1 0 0 0 0 1 0 1 1 0 0 1 1 1 1 1 1 1 1 0 X MARY BETH KUDERIK 3133245900 400 WALKER STREET SUITE 400 DETROIT MI 48207 X ROBERT NAFTALY 4.00 1.00 X 57162 0 0 GENERAL HOLIEFIELD 2.00 0.00 X 0 0 0 ADAM BLUMENTHAL 3.00 0.00 X 46147 0 0 ROBERT KING 2.00 0.00 X 0 0 0 TERESA GHILARDUCCI 2.00 0.00 X 49595 0 0 DAVID BAKER LEWIS 3.00 0.00 X 45888 0 0 DENNIS WILLIAMS 2.00 0.00 X 0 0 0 WILLIAM PATTERSON 2.00 0.00 X 52494 0 0 DOUGLAS WOLL 2.00 0.00 X 48252 0 0 JAMES SETTLES 2.00 0.00 X 0 0 0 JOE ASHTON 2.00 0.00 X 0 0 0 STATE STREET BANK TRUST 2.00 0.00 X 0 0 0 FRANCINE PARKER 60.00 0.00 X 385997 0 20347 KENNETH FRIER 60.00 2.00 X 270510 0 14751 ERIC HENRY 60.00 2.00 X 287255 0 6365 MARY BETH KUDERIK 60.00 2.00 X 327965 0 27796 JAMES CHERUNDOLO 60.00 0.00 X 194711 0 23510 GARON MEIKLE 60.00 3.00 X 163513 0 10061 WOODROW TYLER 60.00 0.00 X 323639 0 24424 JAMES GROSS 8172012 60.00 0.00 X 261667 0 16125 BENJANMIN COTTON 60.00 0.00 X 324131 0 24187 BRUCE CARL MD 40.00 0.00 X 266244 0 27113 MEREDITH MILLER 60.00 0.00 X 253844 0 15429 3359014 0 210108 11 0 1 0 BLUE CROSS BLUE SHIELD PO BOX 77000 DETROIT MI 482770017 CLAIMS ADMINISTRATION 148899330 HEWITT ASSOCIATES LLC PO BOX 95135 CHICAGO IL 606945135 CONSULTANT, TPA 23292407 DELTA DENTAL 16082 COLLECTION CENTER DRIVE CHICAGO IL 606930001 CLAIMS ADMINISTRATION 12257811 EXPRESS SCRIPTS 3585 ALTANTA AVENUE HAPEVILLE GA 30354 CLAIMS ADMINISTRATION 9767439 XEROX HR SOLUTIONS LLC AIM 154-0455 BOX 371143 PITTSBURGH PA 152517143 TPA 5795359 60 X PARTICIPANT CONTRIBUTI 525100 133071170 133071170 CONTINENTAL AUTOMOTIVE 900099 23360271 23360271 156431441 1511497250 1511497250 308738654520 86179193 307853347617 41391 885306903 86137802 971444705 971444705 OTHER INVEST. INCOME 525100 24211651 24211651 24211651 2663585047 156431441 0 2507153606 3923097428 1929489 7974 7913122 509125 655505 610131 852631 1618118 49231495 209494143 390698 390180 590469 362309 86882 356153 2858949 INVESTMENT FUND EXPENSE 5831929 TAXES - CHRYSLER HOLDCO 1305186 UBI STATE TAXES 4140 262753 4208358809 2108205339 3061831086 219083809 278150145 14846342 3679815 3254672 1788029 652046 726881 1135983 45926032575 53147548061 6714906863 2318642415 54972635282 58825408704 365778036 383233571 2506826525 2293348783 2872604561 2676582354 X 0 0 0 0 52100030721 56148826350 52100030721 56148826350 54972635282 58825408704 -1544773762 5593569391 0 X 0 0 0 295821 58112 237709 441494 187497 253997 1050714 406437 644277 1135983 GENERAL MOTORS COMPANY COMMON STOCK 4617124500 F GENERAL MOTORS COMPANY PREFERRED STOCK 6989000000 F GENERAL MOTORS COMPANY WARRANTS 106000000 F OTHER FIXED INCOME SECURITIES 18796817914 F OTHER EQUITY SECURITIES 17687418374 F ABSOLUTE RETURN 1351187273 F CLASS A INDIRECT MEMBERSHIP INTERESTS IN CHRYSLER GROUP 3600000000 F 53147548061 ADVANCED CONTRIBUTIONS AND ALLOWANCE CREDITS 2846017 PAYABLE TO BROKER FOR SECURITIES PURCHASED 2290502766 2293348783 SCHEDULE D, PART VII, LINE H: THE TAXPAYER'S INDIRECT INTEREST IN CHRYSLER GROUP LLC HELD THROUGH THE 13 CHRYSLER HOLDCO ENTITIES IS 41.46%. CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS 1261470220 0 0 0 0 0 0 1261470220 0 1261470220 1 0 1 1 1 0 X 1 0 X X X X X X 0 0 0 FRANCINE PARKER 384193 0 0 0 1804 0 15000 0 5347 0 406344 0 0 0 KENNETH FRIER 208730 0 0 0 61780 0 12500 0 2251 0 285261 0 0 0 ERIC HENRY 66692 0 220500 0 63 0 3938 0 2427 0 293620 0 0 0 MARY BETH KUDERIK 326316 0 0 0 1649 0 15693 0 12103 0 355761 0 0 0 JAMES CHERUNDOLO 192956 0 0 0 1755 0 11704 0 11806 0 218221 0 0 0 GARON MEIKLE 163288 0 0 0 225 0 9632 0 429 0 173574 0 0 0 WOODROW TYLER 186240 0 136500 0 899 0 11036 0 13388 0 348063 0 0 0 JAMES GROSS 8172012 124569 0 136500 0 598 0 7599 0 8526 0 277792 0 0 0 BENJANMIN COTTON 187240 0 136500 0 391 0 10799 0 13388 0 348318 0 0 0 BRUCE CARL MD 265160 0 0 0 1084 0 15373 0 11740 0 293357 0 0 0 MEREDITH MILLER 252760 0 0 0 1084 0 15000 0 429 0 269273 0 0 0 BCBS OF MICHIGAN COMMON DIRECTOR 140323375 CLAIMS ADMIN 0 FORM 990, SCHEDULE L, PART IV BUSINESS RELATIONSHIP: JIM SETTLES AND ROBERT KING ARE 2 OF 11 DIRECTORS OF THE UAW RETIREE MEDICAL BENEFITS TRUST (THE "TRUST"), AND 2 OF 33 DIRECTORS OF BLUE CROSS BLUE SHIELD OF MICHIGAN. AUDITED FINANCIAL STATEMENTS: FORM 990, PART IV, LINE 11F, 12A AND 12B THE TRUST WAS ESTABLISHED BETWEEN THE UAW AND GENERAL MOTORS, FORD MOTOR COMPANY, INC., AND CHRYSLER LLC (COLLECTIVELY, THE "AUTOMAKERS"). THE PURPOSE OF THE TRUST IS TO PROVIDE FUNDING OF THE RETIREE MEDICAL BENEFITS FOR SPECIFIED UAW REPRESENTED RETIREES OF THE AUTOMAKERS WITH RESPECT TO CLAIMS INCURRED ON OR AFTER JANUARY 1, 2010 AS PERMISSIBLE UNDER INTERNAL REVENUE CODE ("IRC") SECTION 501(C)(9). THE TRUST CONSISTS OF THREE SEPARATE EMPLOYEES' BENEFICIARY ASSOCIATIONS ("EBA") WHEREBY EACH RESPECTIVE EBA INCLUDES THE ELIGIBLE PARTICIPANTS OF EACH OF THE SEPARATE EMPLOYEE WELFARE BENEFIT PLANS. THE TRUST'S ASSETS ARE SEGREGATED INTO THREE SEPARATE ACCOUNTS - GENERAL MOTORS, FORD MOTOR COMPANY, INC. AND CHRYSLER LLC. THE THREE SEPARATE ACCOUNT PLANS EACH UNDERGO AN ANNUAL AUDIT. HOWEVER, THE UAW RETIREE MEDICAL BENEFITS TRUST ("RMBT") ITSELF DOES NOT HAVE AN ANNUAL AUDIT. THE AUDITED FINANCIAL STATEMENTS FROM THE THREE PLANS ARE USED BY THE RMBT AS THE BASIS FOR THE PREPARATION OF THE FORM 990. THE PLAN'S FINANCIAL STATEMENTS FOR THE PLAN YEAR ENDED DECEMBER 31, 2012 EACH RECEIVED AN UNQUALIFIED OPINION FROM DELOITTE & TOUCHE LLP. NUMBER OF EMPLOYEES: FORM 990, PART V, LINE 2A 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 JIM SETTLES AND ROBERT KING ARE 2 OF 11 DIRECTORS OF THE UAW RETIREE MEDICAL BENEFITS TRUST ("RMBT"), AND 2 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, 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 INDIVDUALS MUST DISCLOSE ALL 5% OR GREATER OWNERHSIP 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 DISCLOUSRE 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 COMMITEE CHAIRMAN AND THEN SUBSEQUENTLY WITH THE OTHER MEMBERS OF THE COMMITEE 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. INDEPENDENT FIDUCIARY: FORM 990, PART VII 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 SUBCOMITTEE 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 SECURIITIES; 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. FOR PROFIT SUBSIDIARY PRESENTATION: FORM 990 PART VIII AND 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 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. UAW VEBA HOLDCO CH-00 LLC PO BOX 14309 DETROIT MI 48214 270266892 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 37521432 1.00000 1 UAW VEBA HOLDCO CH-01 LLC PO BOX 14309 DETROIT MI 48214 270266962 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 37521432 1.00000 1 UAW VEBA HOLDCO CH-02 LLC PO BOX 14309 DETROIT MI 48214 270267005 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 37521432 1.00000 1 UAW VEBA HOLDCO CH-03 LLC PO BOX 14309 DETROIT MI 48214 270267044 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 37521432 1.00000 1 UAW VEBA HOLDCO CH-04 LLC PO BOX 14309 DETROIT MI 48214 270267079 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 37521432 1.00000 1 UAW VEBA HOLDCO CH-05 LLC PO BOX 14309 DETROIT MI 48214 270267225 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 37521432 1.00000 1 UAW VEBA HOLDCO CH-06 LLC PO BOX 14309 DETROIT MI 48214 270267268 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 37521432 1.00000 1 UAW VEBA HOLDCO CH-07 LLC PO BOX 14309 DETROIT MI 48214 270267295 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 37521432 1.00000 1 UAW VEBA HOLDCO CH-08 LLC PO BOX 14309 DETROIT MI 48214 270267453 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 37521432 1.00000 1 UAW VEBA HOLDCO CH-09 LLC PO BOX 14309 DETROIT MI 48214 270267494 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 37521432 1.00000 1 UAW VEBA HOLDCO CH-10 LLC PO BOX 14309 DETROIT MI 48214 270267527 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 37521432 1.00000 1 UAW VEBA HOLDCO CH-11 LLC PO BOX 14309 DETROIT MI 48214 270267573 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 37521432 1.00000 1 UAW VEBA HOLDCO CH-12 LLC PO BOX 14309 DETROIT MI 48214 270267593 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C 18760714 1.00000 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 13 CHRYSLER HOLDCOS B 1924240 FMV RELATED ORGANIZATIONS: SCHEDULE R THE UAW RETIREE MEDICAL BENEFITS TRUST ("RMBT") HAS A 100% OWNERSHIP IN EACH OF THE THIRTEEN UAW VEBA HOLDCO ENTITIES. THESE HOLDCO COMPANIES IN TURN OWN A COMBINED 41.46% OF CHRYSLER GROUP LLC.