2011-11-14T12:07:46-06:00 2010-12-31 DELOITTE TAX LLP 200 RENAISSANCE CENTER SUITE 3900 DETROIT MI 48243 990 2010-01-01 900424876 UAW RETIREE MEDICAL BENEFITS TRUST UAWR 3133245900 200 WALKER STREET NO 400 DETROIT MI 48207 MARY BETH KUDERIK 3133245900 2011-11-14 1 LORI BOYCE 3133963000 2010 2016-03-07 17:11:31Z ROBERT NAFTALY 200 WALKER STREET NO 400 DETROIT MI 48207 120974380542 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 10 62 0 0 -3105393 0 0 66548946 50455523734 45973 3701297860 0 63828446 66594919 54220650040 0 0 0 3701207769 936520 8264873 0 0 0 25204625 265245620 26141145 3974718262 40453774 50245931778 34580449508 63429868226 34539853581 4880178449 40595927 58549689777 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 MADE POSSIBLE THROUGH A PROVISION IN THE 2007 COLLECTIVE BARGAINING AGREEMENTS BETWEEN THE UAW AND THE THREE AUTO COMPANIES, UNDER WHICH ALL OF THE RETIREE HEALTH CARE LIABILITIES WERE TRANSFERRED TO A NEW AND INDEPENDENT VOLUNTARY EMPLOYEE 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.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. THE PURPOSE OF THE TRUST IS TO SERVE AS A SOURCE FOR RETIREE HEALTH CARE COVERAGE FOR ITS MEMBERS. THE TRUST ADMINISTERS THE HEALTH CARE PLANS COVERING UAW RETIREES FROM ALL THREE AUTO COMPANIES; THERE IS A SEPARATE TRUST ACCOUNT FOR EACH AUTO PLAN FROM WHICH BENEFITS ARE PAID. DURING THE 2010 LAUNCH OF THE TRUST, A GREAT AMOUNT OF EFFORT WAS PUT FORTH TO INITIATE PROCESSES, CONTROLS, DATA, WORK FLOWS, STAFFING, AND VENDOR CONTRACTING TO INITIATE SHARED ADMINISTRATION FOR THREE SEGREGATED FUNDS. THIS INCLUDES, BUT IS NOT LIMITED TO, AREAS PROVIDING MEMBER ELIGIBILITY, APPEALS, AND COMMUNICATIONS. HEALTH PLAN CARRIER AND PHARMACY MANAGEMENT, FINANCE, INVESTMENT, COMPLIANCE, AND AUDIT FUNCTIONS WERE ESTABLISHED. THE CONCERTED EFFORTS OF A VARIETY OF STAKEHOLDERS LED TO AN ON-TIME AND SUCCESSFUL TRANSITION OF HEALTH CARE BENEFITS FROM THE AUTOS TO THE NEWLY ESTABLISHED TRUST. HEALTH CARE IDENTIFICATION CARDS, SUMMARY PLAN DESCRIPTIONS, PLAN DOCUMENTS, AND OTHER REQUIRED DOCUMENTS FOR COMPLIANCE WERE DISTRIBUTED TO OVER 865,000 MEMBERS. MEMBERS WERE ENROLLED WITH THE APPROPRIATE HEALTH CARRIERS AND MEDICAL PLANS. UNINTERRUPTED HEALTH CARE SERVICE WAS AND IS A PRIMARY FOCUS, AS EVIDENCED BY THE MORE THAN 15 MILLION PRESCRIPTIONS WHICH WERE FILLED IN THE FIRST YEAR OF OPERATION.THE TRUST MEMBERSHIP IS GEOGRAPHICALLY AND DEMOGRAPHICALLY DIVERSE. CONSEQUENTLY, THE TRUST EXPLORED AND DEVELOPED ADDITIONAL FORMATS OF COMMUNICATION ASIDE FROM TRADITIONAL MAIL. THIS INCLUDES THE USE AND DEVELOPMENT OF A BRANDED WEBSITE (WWW.UAWTRUST.ORG), TRAINING UAW LEADERSHIP, AND EDUCATING RETIREE MEMBERS THROUGH THE USE OF PRESENTATIONS, DVDS, WEB VIDEO, BROCHURES, MEETINGS THROUGHOUT THE COUNTRY, AND MORE. THE TRUST HAS CONDUCTED INITIAL RESEARCH TO UNDERSTAND DEMOGRAPHIC COMMUNICATION PREFERENCES AND BASELINE MEMBER UNDERSTANDING OF BENEFITS RECEIVED THROUGH THE TRUST. A SIGNIFICANT AMOUNT OF MEMBER CLAIMS DATA ANALYSIS HAS BEEN DONE TO RESEARCH THE NEEDS OF THE POPULATION AS THEY RELATE TO CHRONIC CONDITIONS, PREVENTATIVE SERVICES, AND GEOGRAPHIC VARIATION FOR THE DEVELOPMENT OF NEW HEALTH IMPROVEMENT PROGRAMS. THE TRUST PARTNERS WITH ITS MEMBERS, HEALTH PLANS, AND PROVIDERS TO IMPROVE THE HEALTH AND QUALITY OF LIFE FOR RETIREES. THESE EFFORTS AIM TO ASSIST MEMBERS IN UNDERSTANDING THEIR BENEFITS, IMPROVE ADMINISTRATIVE EFFECTIVENESS, DEVELOP EFFECTIVE PROGRAMS RELEVANT TO THE RETIREE POPULATION, AND PROMOTE EFFICIENT UTILIZATION OF THE BENEFITS PROVIDED. 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. OUR 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 FIDUCIARIES MANAGE THE DISPOSITION OF THE AUTOMOTIVE COMPANY HOLDINGS.OVERALL, 2010 WAS SIGNIFICANT FOR THE TRUST, NOT ONLY FROM A LAUNCH PERSPECTIVE, BUT ALSO IN CREATING SUSTAINABLE OPERATIONS FOR THE YEARS AHEAD. 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 1 1 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 0 1 1 1 0 1 X 35 0 1 62 1 1 1 1 OC 0 0 0 0 X 11 10 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 0 0 1 1 0 X MARY BETH KUDERIK 3133245900 400 WALKER STREET SUITE 400 DETROIT MI 48207 X ROBERT NAFTALY 4.00 X 54816 0 0 RONALD GETTELFINGER 2.00 X 0 0 0 GENERAL HOLIEFIELD 2.00 X 0 0 0 CAL RAPSON 2.00 X 0 0 0 OLENA LACY 3.00 X 51183 0 0 ROBERT KING 2.00 X 0 0 0 TERESA GHILARDUCCI 2.00 X 49191 0 0 DAVID BAKER LEWIS 3.00 X 60765 0 0 EDWARD WELCH 2.00 X 47214 0 0 DANIEL SHERRICK SEE SCH O 22.00 X 68810 0 3500 DOUGLAS WOLL 2.00 X 34310 0 0 JAMES SETTLES 1.00 X 0 0 0 JOE ASHTON 1.00 X 0 0 0 STATE STREET BANK TRUST X 0 0 0 FRANCINE PARKER 60.00 X 377494 0 22185 ERIC HENRY 60.00 X 471547 0 27785 MARY BETH KUDERIK 60.00 X 252546 0 20203 JAMES CHERUNDOLO 60.00 X 187884 0 19085 WOODROW TYLER 60.00 X 234833 0 15646 JAMES GROSS 60.00 X 234251 0 23743 BENJAMIN COTTON 60.00 X 229349 0 23524 THOMAS CRAGG 40.00 X 178884 0 20725 DONNA WESLEY 40.00 X 137762 0 19945 MARIANNE UDOW-PHILLIPS 1.00 X 12390 0 0 2683229 0 196341 18 1 1 0 BLUE CROSS BLUE SHIELD OF MICHIGAN PO BOX 77000 DETROIT MI 482770017 ADMINISTRATIVE SERVICES 144235036 HEWITT ASSOCIATES LLC PO BOX 95135 CHICAGO IL 606945135 THIRD PARTY ADMINISTRATOR 20319739 ACS HR SOLUTIONS LLC AIM 154-0455 BOX 371143 PITTSBURGH PA 152517143 THIRD PARTY ADMINISTRATOR 5290669 ALLIANCE BERNSTEIN 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 INVESTMENT MANAGER 4279223 VALUEOPTIONS INC PO BOX 534367 ATLANTA GA 303534367 HEALTHCARE PROVIDER 4248028 29 AUTO CONTRIBUTIONS 525100 50313271380 50313271380 PARTICIPANT CONTR. 525100 142252354 142252354 50455523734 1216470754 1216470754 69238532059 25549 66749524879 4205623 2489007180 -4180074 2484827106 2484827106 OTHER INVSTMNT INCOME 525100 63828446 63828446 63828446 54220650040 50519352180 0 3701297860 3701207769 1655720 5505145 329192 382562 392254 815486 581980 42572808 198543741 242408 227030 490491 130080 39265 207040 2860825 INVESTMENT FUND EXPENSE 13004821 TAXES - CHRYSLER HOLDCO 5290101 0 0 0 239544 3974718262 2840928589 5755371521 707929 237565356 3609714560 4629461948 7179427 3727351 1035455 229745 834417 805710 26663307027 45227308361 1457777559 7575627979 34580449508 63429868226 3202523 327799929 5806002 34530845056 4552378520 34539853581 4880178449 X 0 0 0 0 40595927 58549689777 40595927 58549689777 34580449508 63429868226 X 50245931778 8263162072 X 0 0 0 57047 11093 45954 355047 100348 254699 623361 118304 505057 805710 GENERAL MOTORS COMPANY COMMON STOCK 5490000000 F GENERAL MOTORS COMPANY PREFERRED STOCK 7374000000 F GENERAL MOTORS COMPANY WARRANTS 387000000 F OTHER FIXED INCOME SECURITIES 14716748934 F OTHER EQUITY SECURITIES 17259559427 F 45227308361 ACCRUED INTEREST/DIVIDENDS RECEIVABLE 15004136 CLASS A INDIRECT MEMBERSHIP INTERESTS IN CHRYSLER GROUP 2900000000 ABSOLUTE RETURN 1616393489 REAL ESTATE 279574693 LIMITED PARTNERSHIPS 375489660 RECEIVABLE FOR UNSETTLED TRADES 2171572150 COLLATERAL ON LOANED SECURITIES 16337058 OTHER ASSETS 254815 PRESCRIPTION DRUG REBATE RECEIVABLE 32370654 ERRP SUBSIDY RECEIVABLE 159700000 TAX RECEIVABLE 8931324 7575627979 MITIGATION TRUE UP AND ALLOWANCE CREDITS 14847379 PAYABLE TO BROKER FOR SECURITIES PURCHASED 4532482782 TAXES 5048359 4552378520 X X X X X X 0 0 0 FRANCINE PARKER 376410 0 0 0 1084 0 21000 0 1185 0 399679 0 0 0 ERIC HENRY 299994 0 171233 0 320 0 18000 0 9785 0 499332 0 0 0 MARY BETH KUDERIK 236511 0 15000 0 1035 0 14400 0 5803 0 272749 0 0 0 JAMES CHERUNDOLO 171594 0 15000 0 1290 0 9300 0 9785 0 206969 0 0 0 WOODROW TYLER 174583 0 59629 0 621 0 10500 0 5146 0 250479 0 0 0 JAMES GROSS 174193 0 59518 0 540 0 10500 0 13243 0 257994 0 0 0 BENJAMIN COTTON 174743 0 54246 0 360 0 10281 0 13243 0 252873 0 0 0 THOMAS CRAGG 162594 0 15000 0 1290 0 9000 0 11725 0 199609 0 0 0 DONNA WESLEY 137144 0 0 0 618 0 8220 0 11725 0 157707 0 0 0 MARIANNE UDOW-PHILLIPS 12390 0 0 0 0 0 0 0 0 0 12390 0 0 0 BLUE CROSS BLUE SHIELD OF MICHIGAN COMMON DIRECTOR 144235036 ADMIN FEES 0 FORM 990, SCHEDULE L, PART IV BUSINESS RELATIONSHIP: JIM SETTLES IS ONE OF 11 DIRECTORS OF THE UAW RETIREE MEDICAL BENEFITS TRUST ("RMBT"), AND IS ONE 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 SECTION 501(C)(9) OF THE IRC. THE TRUST CONSISTES 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, 2010 EACH RECEIVED AN UNQUALIFIED OPINION FROM DELOITTE & TOUCHE LLP. FOREIGN BANK ACCOUNTS: FORM 990, PART V, LINE 4 BY VIRTUE OF THE UAW RETIREE MEDICAL BENEFITS TRUST INDIRECT OWNERSHIP IN CHRYSLER GROUP LLC, THE TAXPAYER IS DEEMED TO HAVE A FINANCIAL INTEREST, BUT NO SIGNATURE AUTHORITY, IN THE VARIOUS FOREIGN BANK ACCOUNTS HELD BY CHRYSLER GROUP, LLC. NUMBER OF EMPLOYEES FORM 990, PART V, LINE 2A TOTAL FORM W-2'S FILED PER THE FORM W-3 IS 241 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 62 EMPLOYEES. FORM 990, PART VI 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 COMMITEE MEMBERS TO ASK QUESTIONS. FORM 990, PART VI, SECTION A, LINE 2 JIM SETTLES IS ONE OF 11 DIRECTORS OF THE UAW RETIREE MEDICAL BENEFITS TRUST ("RMBT"), AND IS ONE OF 33 DIRECTORS OF BLUE CROSS BLUE SHIELD OF MICHIGAN RMBT TRUSTEES RONALD GETTELFINGER, GENERAL HOLIEFIELD, CAL RAPSON, DANIEL SHERRICK, 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 B, LINE 11 A DRAFT COPY OF FORM 990 IS PROVIDED TO THE MEMBERS OF THE COMMITTEE FOR REVIEW PRIOR TO FILING WITH THE INTERNAL REVENUE SERVICE. THE INDEPENDENT C.P.A. 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 OWNERSHIP INTERESTS, COMPENSATION ARRANGEMENTS AND BOARD MEMBERSHIPS TO THE TRUST UPON COMMENCEMENT OF THEIR ROLE, AND TO PROVIDE QUATERLY 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 DISCLOSURE FORMS. FORM 990, PART VI, SECTION B, LINE 15 SINCE THE UAW RETIREE MEDICAL BENEFITS TRUST IS A NEW ORGANIZATION, IT ENGAGED INDEPENDENT CONSULTANTS AND EXECUTIVE SEARCH FIRMS TO CONSULT WITH MEMBERS OF THE TRUST'S GOVERNING BODY ("THE COMMITTEE") TO ESABLISH 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 ORRANIZATION 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 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 FIDUCIARIES: FORM 990, PART VII INDEPENDENT FIDUCIARIES HAVE BEEN APPOINTED FOR EACH OF FORD MOTOR COMPANY (INDEPENDENT FIDUCIARY SERVICES, INC.), CHRYSLER GROUP LLC (BROCK SECURITIES LLC), AND GENERAL MOTORS COMPANY (FIDUCIARY COUNSELORS, INC.). THE INDEPENDENT FIDUCIARIES ARE NOT REQUIRED TO BE REPORTED IN PART VII BUT ARE BEING DISCLOSED IN SCHEDULE O DUE TO THE IMPORTANT ROLE THEY HAVE IN ADMINISTERING THE RMBT INVESTMENTS. THE FOLLOWING EXPLAINS THE ROLE AND RESPONSIBILITIES OF THE INDEPENDENT FIDUCIARIES 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 FORD MOTOR COMPANY, 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 FIDUCIARIES ARE 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 FIDUCIARIES 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. COMPENSATION OF OFFICERS, DIRECTORS, TRUSTEES FORM 990, PART VII EFFECTIVE JULY 1, 2010, DANIEL SHERRICK TERMINATED HIS EMPLOYMENT WITH THE INTERNATIONAL UNION, UNITED AUTOMOBILE, AEROSPACE, AND AGRICULTURAL IMPLEMENT WORKERS OF AMERICA AND BECAME AN EMPLOYEE OF THE TRUST. MR. SHERRICK'S COMPENSATION RELATED SOLELY TO HIS EMPLOYMENT BY THE TRUST. HE WAS NOT COMPENSATED FOR BEING A COMMITTEE MEMBER. 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, DANIEK SHERRICK, ROBERTY 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. DANIEL SHERRICK DEVOTES APPROXIMATELY 1 HOUR TO THE VARIOUS CHRYSLER HOLDCOS. FOR PROFIT SUBSIDIARY PRESENTATION: FORM 990, PART VIII & PART IX THE FORM IS FOR THE TRUST THAT ENCOMPASSES 3 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 REQURIEMENTS, 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 HODLCO'S THAT APPEAR ON THE FORM 990 OF THE TAXPAYER. RECONCILATION TO AUDITED FINANCIAL STATEMENTS: FORM 990, PART X, LINE 32 NET ASSETS OR FUND BALANCE AS OF DECEMBER 31, 2010 (PER SEPARATE AFS) ARE $58,837,778,000 AND NET ASSETS OR FUND BALANCE AS OF DECEMBER 31, 2010 (FORM 990, LINE 32) ARE $58,549,689,777. THE DIFFERENCE ARE ACCOUNTS THAT WERE RECLASSED FROM "STATEMENT OF CHANGES" (PER SEPARATE AFS) TO BALANCE SHEET (FORM 990) OF $(288,087,504) AND A MISCELLANEOUS ADJUSTING OF $(719). CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED GAINS ON INVESTMENTS: 8,263,162,072. CHRYSLER GROUP 1000 CHRYSLER DRIVE AUBURN HILLS MI 483262768 270187394 AUTOMOTIVE MI N/A UNRELATED 0 0 UAW VEBA HOLDCO CH-00 LLC PO BOX 14309 DETROIT MI 48214 270266892 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -29959410 1.00000 UAW VEBA HOLDCO CH-01 LLC PO BOX 14309 DETROIT MI 48214 270266962 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -29959413 1.00000 UAW VEBA HOLDCO CH-02 LLC PO BOX 14309 DETROIT MI 48214 270267005 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -29959408 1.00000 UAW VEBA HOLDCO CH-03 LLC PO BOX 14309 DETROIT MI 48214 270267044 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -29959412 1.00000 UAW VEBA HOLDCO CH-04 LLC PO BOX 14309 DETROIT MI 48214 270267079 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -29959412 1.00000 UAW VEBA HOLDCO CH-05 LLC PO BOX 14309 DETROIT MI 48214 270267225 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -29959411 1.00000 UAW VEBA HOLDCO CH-06 LLC PO BOX 14309 DETROIT MI 48214 270267268 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -29959411 1.00000 UAW VEBA HOLDCO CH-07 LLC PO BOX 14309 DETROIT MI 48214 270267295 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -29959411 1.00000 UAW VEBA HOLDCO CH-08 LLC PO BOX 14309 DETROIT MI 48214 270267453 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -29959410 1.00000 UAW VEBA HOLDCO CH-09 LLC PO BOX 14309 DETROIT MI 48214 270267494 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -29959410 1.00000 UAW VEBA HOLDCO CH-10 LLC PO BOX 14309 DETROIT MI 48214 270267527 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -29959412 1.00000 UAW VEBA HOLDCO CH-11 LLC PO BOX 14309 DETROIT MI 48214 270267573 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -29959411 1.00000 UAW VEBA HOLDCO CH-12 LLC PO BOX 14309 DETROIT MI 48214 270267593 HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST C -14979706 1.00000 BESSEMER CHRYSLER JEEP DODGE INC C/O 1000 CHRYSLER DRIVE AUBURN HILLS MI 483262768 AUTOMOTIVE MI CHRYSLER GROUP LLC DOWNRIVER DODGE INC C/O 1000 CHRYSLER DRIVE AUBURN HILLS MI 483262768 AUTOMOTIVE MI CHRYSLER GROUP LLC LA BREA AVENUE MOTORS INC C/O 1000 CHRYSLER DRIVE AUBURN HILLS MI 483262768 AUTOMOTIVE MI CHRYSLER GROUP LLC MCKINNEY DODGE INC C/O 1000 CHRYSLER DRIVE AUBURN HILLS MI 483262768 AUTOMOTIVE MI CHRYSLER GROUP LLC STATELINE CHRYSLER JEEP DODGE INC C/O 1000 CHRYSLER DRIVE AUBURN HILLS MI 483262768 AUTOMOTIVE MI CHRYSLER GROUP LLC SUPERSTITION SPRINGS CHRYSLER JEEP INC C/O 1000 CHRYSLER DRIVE AUBURN HILLS MI 483262768 AUTOMOTIVE MI CHRYSLER GROUP LLC GULFGATE DODGE INC C/O 1000 CHRYSLER DRIVE AUBURN HILLS MI 483262768 AUTOMOTIVE MI CHRYSLER GROUP LLC STONE MOUNTAIN CHRYSLER JEEP DODGE INC C/O 1000 CHRYSLER DRIVE AUBURN HILLS MI 483262768 AUTOMOTIVE MI CHRYSLER GROUP LLC DADE CITY CHRYSLER JEEP DODGE INC C/O 1000 CHRYSLER DRIVE AUBURN HILLS MI 483262768 AUTOMOTIVE MI CHRYSLER GROUP LLC ALHAMBRA CHRYSLER JEEP DODGE INC C/O 1000 CHRYSLER DRIVE AUBURN HILLS MI 483262768 AUTOMOTIVE MI CHRYSLER GROUP LLC CHRYSLER GROUP MIDDLE EAST FZ-LLC OFFICE NO 202 EIB BUILDING NO 03 DUBAN INTERNET CITY AE MARKETING AE CHRYSLER GROUP INTERNATIONAL LLC CHRYSLER MEXICO INVESTMENT HOLDINGS COOPERATIE UA PARNASSUSTOREN LOCATELLIKADE 1 AMSTERDAM NL 1067 AZ HOLDING COMPANY NL CHRYSLER INVESTMENT HOLDINGS LLC OPERADORA GC SA DE CV AV PROLONGACION PASEO DE LA REFORM CUAJIMALPA, C.P. 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VEBA HOLDCO ENTITIES. THESE HOLDCO COMPANIES IN TURN OWN A COMBINED 67.692% OF CHRSYLER GROUP LLC. AS A RESULT OF THE RMBT'S INDIRECT OWNERSHIP IN CHRYSLER GROUP LLC, RMBT IS DEEMED TO HAVE AN INDIRECT INTEREST IN THE CHRYSLER GROUP LLC SUBSIDIARIES. EACH OF THE CHRYSLER GROUP LLC SUBSIDIARIES HAS BEEN LISTED ON SCHEDULE R IN EITHER PART III OR PART IV. HOWEVER, AS NOTED ABOVE, AN INDEPENDENT FIDUCIARY MAKES ALL DECISIONS WITH RESPECT TO SUCH OWNERSHIP. ACCORDINGLY, THE RMBT DOES NOT POSSESS ACTUAL CONTROL. FINANCIAL AND OTHER INFORMATION REGARDING CHRYSLER RELATED ENTITIES IS NOT AVAILBLE TO THE TAXPAYER AND, AS A RESULT, IS NOT DISCLOSED ON SCHEDULE R. UNLIKE THE OTHER AUTO'S, CHRYSLER CONTRIBUTED A GREATER THAN 50% INTEREST IN ITSELF TO THE RMBT, ALONG WITH A NOTE PAYABLE TO RMBT, IN ORDER TO TO FUND ITS RETIREE HEALTH CARE LIABILITY. ACCORDINGLY, TRANSACTIONS WITH CHRYSLER GROUP LLC DURING THE YEAR ARE DISCLOSED ON SCHEDULE R, PART V. THESE TRANSACTIONS INCLUDE $315,000,000 PAYMENT ON THE NOTE RECEIVABLE FROM CHRYSLER GROUP LLC, AS WELL AS CONTRIBUTIONS WITH A TOTAL VALUE OF $6,920,089,751 TO FUND FUTURE RETIREE HEALTH CARE EXPENSES OF CHRYSLFER RETIREES.