2012-11-09T12:50:31-06:00 2011-12-31 861065772 DELOITTE TAX LLP 200 RENAISSANCE CENTER SUITE 3900 DETROIT MI 48243 990 2011-01-01 900424876 UAW RETIREE MEDICAL BENEFITS TRUST UAWR 3133245900 200 WALKER STREET NO 400 DETROIT MI 48207 MARY BETH KUDERIK 3133245900 2012-11-09 1 LORI BOYCE P00121981 3133963000 2011 2016-02-24 21:20:13Z ROBERT NAFTALY 200 WALKER STREET NO 400 DETROIT MI 48207 179655239916 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 78 0 0 -3155426 0 0 50455523734 140085518 3701297860 2125307681 63828446 15764910 54220650040 2281158109 0 0 3701207769 3787319214 8264873 10101650 0 0 0 265245620 272112871 3974718262 4069533735 50245931778 -1788375626 63429868226 54972635282 4880178449 2872604561 58549689777 52100030721 X A VOLUNTARY EMPLOYEES BENEFICIARY ASSOCIATION ORGANIZED TO HOLD, INVEST AND ADMINISTER FUNDS FOR POST-RETIREMENT MEDICAL BENEFITS. THE PRIMARY MISSION OF THE RMBT IS TO SERVE AS A SOURCE FOR RETIREE HEALTH CARE COVERAGE FOR ITS' MEMBERS. 0 0 THE UAW RETIREE MEDICAL BENEFITS TRUST (THE "TRUST") PROVIDES HEALTH CARE BENEFITS TO ELIGIBLE CURRENT AND FUTURE UAW RETIREES FROM GENERAL MOTORS, FORD, AND CHRYSLER, ALONG WITH THEIR ELIGIBLE DEPENDENTS. THE TRUST IS AN INDEPENDENT ENTITY AND IS NOT GOVERNED BY, OR A PART OF, THE UAW OR 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 FOR TRUST OPERATION.THE PURPOSE OF THE TRUST IS TO SERVE AS A SOURCE FOR RETIREE HEALTH CARE COVERAGE FOR ITS MEMBERS, ADMINISTERING THE HEALTH CARE PLANS COVERING UAW RETIREES FROM ALL THREE AUTO COMPANIES. THERE ARE SEPARATE TRUST ACCOUNTS FOR EACH AUTO PLAN 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 865,000 PERSONS. IN 2011, THE TRUST CONTINUED EFFORTS TO IMPROVE ADMINISTRATIVE OPERATIONS, DEVELOP RETIREE-CENTRIC PROGRAMS, AND ENHANCE MEMBER OUTREACH EFFORTS. THE TRUST PARTNERED WITH ITS MEMBERS, HEALTH PLANS, AND PROVIDERS TO IMPROVE THE HEALTH AND QUALITY OF LIFE FOR RETIREES, INCLUDING REACHING OUT TO ASSIST MEMBERS WITH DISABILITIES ENROLL IN MEDICARE. PHARMACY PROGRAMS INCREASED THE ADHERENCE TO MEDICAL GUIDELINES AND UTILIZATION OF LOW-COST GENERIC MEDICATIONS. WORKING WITH ITS PHARMACY BENEFIT MANAGER, THE TRUST DEVELOPED POLYPHARMACY PROGRAMS TO ASSIST MEMBERS WHO TAKE SEVEN OR MORE MEDICATIONS. AFTER ONE YEAR OF OPERATION, ANALYSIS OF TRUST ACTUAL EXPERIENCE BROUGHT FORTH ADDITIONAL OPPORTUNITIES TO ENHANCE OPERATIONS AND MEMBER BENEFITS. THE TRUST EXPANDED AREAS IN NEED ADMINISTRATIVELY AND IN POPULATION HEALTH, CORPORATE GOVERNANCE, AND COMPLIANCE. INITIAL MEMBER RESEARCH CONDUCTED IN 2010 AIDED IN THE DEVELOPMENT OF PROGRAMS FOR 2011 TARGETING IMPROVED OUTCOMES FOR MEMBERS WITH CHRONIC CONDITIONS. FOR EXAMPLE, CONTINUED STUDY OF THE POPULATION REVEALED OPPORTUNITIES FOR EARLY DETECTION AND DIAGNOSIS OF DIABETES AND CANCER. IT ALSO PROVIDED INSIGHT TO UTILIZATION OF PREVENTIVE AND OUTPATIENT SERVICES, AS WELL AS GEOGRAPHIC VARIATION THAT EXISTS SUBSEQUENTLY LEADING TO NEW HEALTH IMPROVEMENT PROGRAMS FOR MEMBERS. IN ADDITION, THE TRUST WORKED WITH HEALTH PLAN CARRIERS TO PROVIDE PROGRAMS FOR ADVANCED ILLNESS MANAGEMENT AND END-OF-LIFE CARE. IN 2011, THE TRUST INITIATED RETIREE-CENTRIC PROGRAMS AND BENEFITS INCLUDING:A) NEW COVERAGE FOR DIABETES EDUCATION, SMOKING CESSATION AND CARDIAC REHABILITATION; B) EXPANDED COVERAGE FOR DEPENDENT CHILDREN TO AGE 26;C) INTRODUCTION OF URGENT CARE BENEFITS AT A FLAT RATE $50 CO-PAY AND COVERAGE FOR SHINGLES VACCINE;D) EXPANDED PROVIDER TYPES FOR OFFICE VISIT COVERAGE TO INCLUDE NURSE PRACTITIONERS AND PHYSICIAN ASSISTANTS; ANDE) INITIATED A 3-TIER CO-PAY STRUCTURE FOR PRESCRIPTION DRUGS TO ENCOURAGE GENERIC UTILIZATION.THE TRUST MEMBERSHIP IS GEOGRAPHICALLY AND DEMOGRAPHICALLY DIVERSE. 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 JOINT TRAINING WITH UAW LEADERSHIP AND ITS EDUCATION OF MEMBERS THROUGH THE USE OF PRESENTATIONS, DVDS, WEB VIDEO, BROCHURES, AND FACE-TO-FACE OUTREACH AT HUNDREDS OF RETIREE MEETINGS THROUGHOUT THE COUNTRY. THE TRUST ACTIVELY MONITORS AND MANAGES, THROUGH INVESTMENT MANAGERS, A DIVERSE PORTFOLIO OF INVESTMENTS BASED ON AN ASSET INVESTMENT POLICY THAT SETS THE LEVEL OF INVESTMENT RISK. THE AUTOMOTIVE COMPANY HOLDINGS ARE INDEPENDENTLY MANAGED BY APPOINTED INDEPENDENT FIDUCIARIES. IN ACCORDANCE WITH THE COURT-APPROVED SETTLEMENT AGREEMENTS, THE TRANSFERS OF ASSETS FROM THE AUTOMOTIVE COMPANIES CAME IN THE FORM OF CASH, AS WELL AS INVESTMENT SECURITIES, INSTALLMENT NOTES, AND OWNERSHIP INTERESTS IN THE AUTOMOTIVE COMPANIES (WARRANTS, COMMON AND PREFERRED STOCK, AND MEMBERSHIP INTERESTS). THE TRUST ASSETS ARE SECURED BY THE TRUSTEE AND INVESTED IN ACCORDANCE WITH THE TRUST INVESTMENT POLICY. THE INDEPENDENT FIDUCIARY MANAGE THE DISPOSITION OF THE AUTOMOTIVE COMPANY HOLDINGS.OVERALL, 2011 FURTHER FOCUSED ON CREATING A SUSTAINABLE ADMINISTRATIVE PLATFORM AND PREVENTIVE BENEFIT OFFERINGS TO IMPROVE HEALTH OUTCOMES WITH A FOCUS TO KEEP TRUST FUNDS VIABLE IN FUTURE YEARS. THE TRUST MAINTAINS A STRICT ETHICAL POLICY HIGHLIGHTING ITS FIDUCIARY RESPONSIBILITY TO MEMBERS, WHICH CONTINUES TO BE THE HALLMARK OF TRANSPARENT OPERATION AND MEMBER COMMUNICATION. 0 0 0 0 0 0 0 0 0 1 1 0 1 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 0 0 0 1 X 32 0 1 78 1 1 1 1 CJ 0 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 X 55238 0 0 DENNIS WILLIAMS 2.00 X 0 0 0 GENERAL HOLIEFIELD 2.00 X 0 0 0 OLENA LACY 3.00 X 50120 0 0 ROBERT KING 2.00 X 0 0 0 TERESA GHILARDUCCI 2.00 X 48475 0 0 DAVID BAKER LEWIS 3.00 X 46617 0 0 DOUGLAS WOLL 2.00 X 46762 0 0 JAMES SETTLES 2.00 X 0 0 0 JOE ASHTON 2.00 X 0 0 0 WILLIAM PATTERSON 2.00 X 38857 0 0 STATE STREET BANK TRUST 2.00 X 0 0 0 FRANCINE PARKER 60.00 X 374014 0 26998 ERIC HENRY 60.00 X 613964 0 27316 MARY BETH KUDERIK 60.00 X 305302 0 33283 JAMES CHERUNDOLO 60.00 X 188245 0 28913 WOODROW TYLER 60.00 X 356811 0 26555 JAMES GROSS 60.00 X 354144 0 34406 BENJANMIN COTTON 60.00 X 356357 0 28906 BRUCE CARL MD 40.00 X 258997 0 32452 MEREDITH MILLER 40.00 X 253844 0 7968 EDWARD WELCH 1.00 X 11975 0 0 3359722 0 246797 9 1 1 0 BLUE CROSS BLUE SHIELD OF MICHIGAN PO BOX 77000 DETROIT MI 482770017 HEALTHCARE PROVIDER 147163527 HEWITT ASSOCIATES LLC PO BOX 95135 CHICAGO IL 606945135 CONSULTANT, TPA 15794334 ACS HR SOLUTIONS LLC AIM 154-0455 BOX 371143 PITTSBURGH PA 152517143 THIRD PARTY ADMINISTRATOR 6529742 MEDCO HEALTH SOLUTIONS INC 3585 ATLANTA AVENUE HAPEVILLE GA 30354 PRESCRIPTION DRUG PROVIDER 6358556 PIMCO 1345 AVENUE OF THE AMERICAS NEW YORK NV 10105 INVESTMENT MANAGER 4025111 68 PARTICIPANT CONTR. 525100 140085518 140085518 140085518 1558253305 1558253305 177931770651 9365532 177374081807 0 557688844 9365532 567054376 567054376 OTHER INVEST. INCOME 525100 15764910 15764910 15764910 2281158109 155850428 0 2125307681 3787319214 1767594 6874584 431127 511202 517143 1206974 1287987 50965488 200562736 350309 312007 416207 293028 106159 268079 2901961 INVESTMENT FUND EXPENSE 12085655 TAXES - CHRYSLER HOLDCO 1107561 248720 4069533735 5755371521 2108205339 237565356 219083809 4629461948 4399903020 3727351 3679815 1224705 497824 805710 726881 45227308361 41526129555 7575627979 6714906863 63429868226 54972635282 327799929 365778036 4552378520 2506826525 4880178449 2872604561 X 0 0 0 0 58549689777 52100030721 58549689777 52100030721 63429868226 54972635282 X -1788375626 -4661283430 X 0 0 0 69517 22160 47357 387410 222292 165118 767778 253372 514406 726881 GENERAL MOTORS COMPANY COMMON STOCK 3246240500 F GENERAL MOTORS COMPANY PREFERRED STOCK 7000000000 F GENERAL MOTORS COMPANY WARRANTS 55000000 F OTHER FIXED INCOME SECURITIES 13405797103 F OTHER EQUITY SECURITIES 17819091952 F 41526129555 ACCRUED INTEREST/DIVIDENDS RECEIVABLE 22475481 CLASS A INDIRECT MEMBERSHIP INTERESTS IN CHRYSLER GROUP 2696183481 ABSOLUTE RETURN 1491204253 REAL ESTATE 296195793 LIMITED PARTNERSHIPS 445832726 RECEIVABLE FOR UNSETTLED TRADES 1605843314 COLLATERAL ON LOANED SECURITIES 122891435 OTHER 4500 PRESCRIPTION DRUG REBATE RECEIVABLE 20149544 TAX RECEIVABLE 14126336 6714906863 MITIGATION TRUE UP AND ALLOWANCE CREDITS 75000 PAYABLE TO BROKER FOR SECURITIES PURCHASED 2506751525 2506826525 SCHEDULE D, PART IX, LINE 2: THE TAXPAYER'S INDIRECT INTEREST IN CHRYSLER GROUP LLC HELD THROUGH THE 13 CHRYSLER HOLDCO ENTITIES HAS BEEN REDUCED FROM 67.692% TO 41.46% AS A RESULT OF DILUTION EVENTS AS FOLLOWS: IN JANUARY 2011, THE TRUST RECEIVED WRITTEN NOTICE FROM CHRYSLER GROUP THAT FIAT HAD MET ONE OF THE THREE CONDITIONS IN SECTION 3.4 (A). IN THIS REGARD, FIAT HAD MET THE CONDITION THAT REQUIRED COMMERCIAL PRODUCTION OF AN ENGINE BASED ON THE FIAT FULLY INTEGRATED ROBOTIZED ENGINE FAMILY AND THAT IT HAD RECEIVED THE TECHNOLOGY EVENT GOVERNMENTAL APPROVALS AND DELIVERED THE IRREVOCABLE COMMITMENT. AS A RESULT, FIAT'S CLASS B MEMBERSHIP INTERESTS HAVE BEEN ADJUSTED AUTOMATICALLY FROM 20% TO 25%. AT THE EARLIER OF (I) 12:01 A.M. ON JANUARY 1, 2013 AND (II) 12:01 A.M. ON THE DATE OF ANY CHRYSLER INITIAL PUBLIC OFFERING, EACH OUTSTANDING CLASS B MEMBERSHIP INTEREST SHALL BE CONVERTED INTO CLASS A MEMBERSHIP INTERESTS. FOLLOWING THE EXCHANGE, THE AGGREGATE CLASS B MEMBERSHIP INTERESTS WOULD REPRESENT A PORTION OF THE TOTAL NUMBER OF CLASS A MEMBERSHIP INTERESTS EQUAL TO THE CLASS B AGGREGATE MEMBERSHIP INTEREST IMMEDIATELY PRIOR TO SUCH EXCHANGE. THROUGH THE RIGHT GRANTED TO FIAT TO CONVERT ITS CLASS B MEMBERSHIP INTERESTS ON THE CONVERSION DATE, THE PLAN'S HOLDINGS, CONSISTING OF CLASS A MEMBERSHIP INTERESTS WOULD BE DILUTED FROM 67.69% TO 63.46% DUE TO THE ISSUANCE OF ADDITIONAL CLASS A MEMBERSHIP INTERESTS TO FIAT. IN APRIL 2011, THE TRUST RECEIVED WRITTEN NOTICE FROM CHRYSLER GROUP THAT FIAT HAD MET THE SECOND OF THE THREE CONDITIONS IN SECTION 3.4(A). IN THIS REGARD, FIAT HAD MET THE CONDITION THAT REQUIRED CHRYSLER TO REACH A CERTAIN SALES GOAL IN REVENUE OUTSIDE OF NORTH AMERICA. AS A RESULT, FIAT'S CLASS B MEMBERSHIP INTERESTS HAVE BEEN ADJUSTED AUTOMATICALLY FROM 25% TO 30%. THROUGH THE RIGHT GRANTED TO FIAT TO CONVERT ITS CLASS B MEMBERSHIP INTERESTS ON THE CONVERSION DATE, THE PLAN'S HOLDINGS, CONSISTING OF CLASS A MEMBERSHIP INTERESTS WOULD BE FURTHER DILUTED DUE TO THE ISSUANCE OF ADDITIONAL CLASS A MEMBERSHIP INTERESTS TO FIAT. IN MAY 2011, THE CHRYSLER GROUP REPAID, IN FULL, $5.9 BILLION IN OUTSTANDING U.S. GOVERNMENT LOANS AND $1.7 BILLION CANADIAN GOVERNMENT LOANS FOLLOWING THE COMPLETION OF NEW REFINANCING TRANSACTIONS. THESE REPAYMENTS TRIGGERED THE GOVERNMENT LOAN TERMINATION DATE, RELEASING FIAT FROM EXERCISE OR ACQUISITION RESTRICTIONS OF SECTION 3.6 OF THE OPERATING AGREEMENT. UPON THIS RELEASE, FIAT EXERCISED ITS INCREMENTAL CALL OPTION FOR $1.3 BILLION, UNDER THE PROVISIONS OF SECTION 3.5 TO INCREASE ITS OWNERSHIP IN CHRYSLER GROUP BY 17.2% TO 47.2%. THROUGH EXERCISE OF THE CALL OPTION, THE PLAN'S HOLDINGS, CONSISTING OF CLASS A MEMBERSHIP INTERESTS WERE FURTHER DILUTED TO 44.7% DUE TO THE ISSUANCE OF ADDITIONAL CLASS A MEMBERSHIP INTERESTS TO FIAT. IN 2011, THE LAST CLASS B EVENT TOOK PLACE PER SECTION 3.6 OF THE OPERATING AGREEMENT THUS REDUCING THE PLAN'S HOLDINGS OF CLASS A MEMBERSHIP INTEREST TO 41.46%. CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS 864603436 0 0 0 0 0 0 864603436 0 864603436 1 0 1 0 1 0 X X X X X X 0 0 0 FRANCINE PARKER 372930 0 0 0 1084 0 22000 0 4998 0 401012 0 0 0 ERIC HENRY 313586 0 300000 0 378 0 16429 0 10887 0 641280 0 0 0 MARY BETH KUDERIK 303737 0 0 0 1565 0 22000 0 11283 0 338585 0 0 0 JAMES CHERUNDOLO 186586 0 0 0 1659 0 17951 0 10962 0 217158 0 0 0 WOODROW TYLER 180948 0 175000 0 863 0 22000 0 4555 0 383366 0 0 0 JAMES GROSS 178281 0 175000 0 863 0 22000 0 12406 0 388550 0 0 0 BENJANMIN COTTON 180982 0 175000 0 375 0 16500 0 12406 0 385263 0 0 0 BRUCE CARL MD 258004 0 0 0 993 0 22000 0 10452 0 291449 0 0 0 MEREDITH MILLER 252760 0 0 0 1084 0 7500 0 468 0 261812 0 0 0 EDWARD WELCH 11975 0 0 0 0 0 0 0 0 0 11975 0 0 0 BCBS OF MICHIGAN COMMON DIRECTOR 147163527 ADMIN FEES 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, 2011 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 250 WHICH INCLUDES PLAN PARTICIPANTS WHO ARE REQUIRED TO RECEIVE FORM W-2 FOR IMPUTED INCOME TO REPORT FUTA WITHHOLDING. THE RMBT ITSELF HAS A TOTAL OF 78 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 AT INCEPTION, THE TRUST'S GOVERNING BODY ("THE COMMITTEE") ENGAGED IN A ROBUST PROCESS TO ESTABLISH A COMPENSATION STRUCTURE INCLUDING DEVELOPMENT OF JOB DESCRIPTIONS, ASSIGNING PAY GRADES TO EACH POSITION, AND UTILIZING BENCHMARK SALARY SURVEYS PREPARED BY INDEPENDENT CONSULTANTS TO ESTABLISH THE INITIAL COMPENSATION OF THE CEO, CFO AND CIO, AND TO ESTABLISH PAY RATES FOR EACH LOWER PAY GRADE. THE TRUST UTILIZED THE SAME SALARY INFORMATION, SURVEYS AND BENCHMARK DATA OBTAINED FROM INDEPENDENT CONSULTANTS FOR 2011 NEW HIRES. THE TRUST'S COMMITTEE APPROVED THE COMPENSATION OF THE CEO, AND BUDGETED A 3% RAISE FOR EXISTING EMPLOYEES. THE CEO IS RESPONSIBLE FOR ESTABLISHING COMPENSATION INCREASES FOR INDIVIDUAL EMPLOYEES SUBJECT TO THESE BUDGET LIMITATIONS. THE TRUST HAS COMPLETED A COMPENSATION STUDY FOR 2012. THE COMMITTEE WAS ADVISED ON A PERIODIC BASIS OF STAFFING STATUS AND ACTIVITIES. 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 AN INDEPENDENT FIDUCIARY AS NAMED FIDUCIARY AND INVESTMENT MANAGER 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. HOURS DEVOTED TO RELATED ORGANIZATIONS: FORM 990, PART VII: IN ADDITION TO THE HOURS DEVOTED TO THE UAW RETIREE MEDICAL BENEFITS TRUST, ERIC HENRY, MARY BETH KUDERIK, ROBERT NAFTALY, AND OLENA LACY DEVOTE TIME WEEKLY TO A RELATED ORGANIZATION. THEIR TIME IS SPENT AS FOLLOWS: ERIC HENRY DEVOTES APPROXIMATELY 2 HOURS TO THE VARIOUS CHRYSLER HOLDCOS. MARY BETH KUDERIK DEVOTES APPROXIMATELY 2 HOURS TO THE VARIOUS CHRYSLER HOLDCOS. ROBERT NAFTALY DEVOTES APPROXIMATELY 1 HOUR TO THE VARIOUS CHRYSLER HOLDCOS. OLENA LACY DEVOTES APPROXIMATELY 1 HOUR TO THE VARIOUS CHRYSLER HOLDCOS. 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. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED LOSSES ON INVESTMENTS: -4,661,283,430. UAW VEBA HOLDCO CH-00 LLC PO BOX 14309 DETROIT MI 48214 270266892 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -11489464 1.00000 UAW VEBA HOLDCO CH-01 LLC PO BOX 14309 DETROIT MI 48214 270266962 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -11578018 1.00000 UAW VEBA HOLDCO CH-02 LLC PO BOX 14309 DETROIT MI 48214 270267005 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -11578018 1.00000 UAW VEBA HOLDCO CH-03 LLC PO BOX 14309 DETROIT MI 48214 270267044 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -11578018 1.00000 UAW VEBA HOLDCO CH-04 LLC PO BOX 14309 DETROIT MI 48214 270267079 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -11578018 1.00000 UAW VEBA HOLDCO CH-05 LLC PO BOX 14309 DETROIT MI 48214 270267225 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -11578018 1.00000 UAW VEBA HOLDCO CH-06 LLC PO BOX 14309 DETROIT MI 48214 270267268 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -11578018 1.00000 UAW VEBA HOLDCO CH-07 LLC PO BOX 14309 DETROIT MI 48214 270267295 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -11578018 1.00000 UAW VEBA HOLDCO CH-08 LLC PO BOX 14309 DETROIT MI 48214 270267453 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -11578018 1.00000 UAW VEBA HOLDCO CH-09 LLC PO BOX 14309 DETROIT MI 48214 270267494 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -11578018 1.00000 UAW VEBA HOLDCO CH-10 LLC PO BOX 14309 DETROIT MI 48214 270267527 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -11578018 1.00000 UAW VEBA HOLDCO CH-11 LLC PO BOX 14309 DETROIT MI 48214 270267573 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -11578018 1.00000 UAW VEBA HOLDCO CH-12 LLC PO BOX 14309 DETROIT MI 48214 270267593 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -5789010 1.00000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 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 CHRSYLER GROUP LLC.