| FORM 990, PART VI, SECTION A, LINE 2 |
RMBT MEMBERS NORWOOD JEWELL, DENNIS WILLIAMS, JAMES SETTLES, AND CINDY ESTRADA 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 COMMITTEE SERVE AT THE DISCRETION OF THE UAW INTERNATIONAL PRESIDENT, AND MAY BE REMOVED OR REPLACED, AND A SUCCESSOR DESIGNATED, AT ANY TIME BY WRITTEN NOTICE FROM THE UAW INTERNATIONAL PRESIDENT TO THE COMMITTEE. |
| FORM 990, PART VI, SECTION B, LINE 11B |
A PROFESSIONAL TAX PREPARER IS ENGAGED TO PREPARE THE FORM 990. THE TRUST'S CHIEF FINANCIAL OFFICER, AS WELL AS EXTERNAL COUNSEL, REVIEW THE FORM 990 PRIOR TO SUBMITTING TO THE AUDIT SUBCOMMITTEE OF THE TRUST FOR THEIR REVIEW. A DRAFT COPY OF FORM 990 IS PROVIDED TO THE MEMBERS OF THE COMMITTEE (I.E. THE GOVERNING BODY OF THE TRUST) FOR REVIEW PRIOR TO FINALIZATION AND FILING WITH THE INTERNAL REVENUE SERVICE. THE INDEPENDENT CPA FIRM PREPARING THE RETURN IS AVAILABLE FOR THE COMMITTEE MEMBERS TO ASK QUESTIONS. |
| FORM 990, PART VI, SECTION B, LINE 12C |
THE TRUST'S CONFLICT OF INTEREST POLICY IS APPLIED TO ALL EMPLOYEES AND COMMITTEE MEMBERS. EACH OF THESE INDIVIDUALS MUST DISCLOSE CERTAIN OWNERSHIP INTERESTS, COMPENSATION ARRANGEMENTS AND BOARD MEMBERSHIPS TO THE TRUST'S COMPLIANCE OFFICIAL UPON COMMENCEMENT OF THEIR ROLE AND PERIODICALLY THEREAFTER REGARDING MATERIAL CHANGES IN THEIR DISCLOSURES. THE TRUST'S COMPLIANCE OFFICIAL REVIEWS ALL CONFLICT OF INTEREST DISCLOSURE FORMS. IF A CONFLICT OF INTEREST EXISTS, RECUSALS MAY BE APPROPRIATE. |
| FORM 990, PART VI, SECTION B, LINE 15 |
UPON FORMATION, THE UAW RETIREE MEDICAL BENEFITS TRUST ENGAGED INDEPENDENT CONSULTANTS AND EXECUTIVE SEARCH FIRMS TO CONSULT WITH MEMBERS OF THE TRUST'S GOVERNING BODY ("THE COMMITTEE") TO ESTABLISH STAFFING NEEDS, JOB REQUIREMENTS, COMPENSATION BENCHMARKS AND SALARY RANGES. THE INDEPENDENT CONSULTANTS INITIALLY WORKED WITH THE COMMITTEE CHAIRMAN AND THEN SUBSEQUENTLY WITH THE OTHER MEMBERS OF THE COMMITTEE TO IDENTIFY NECESSARY JOB POSITIONS, DEVELOP AN ORGANIZATION CHART, PREPARE JOB DESCRIPTIONS, ASSIGN A PAY GRADE TO EACH POSITION, AND BENCHMARK SALARY SURVEYS FOR VARIOUS JOB POSITIONS. SALARY SURVEYS CONSIDERED HEALTH CARE ORGANIZATIONS, INVESTMENT MANAGEMENT FIRMS, AND OTHER TRUST ORGANIZATIONS. THIS BENCHMARK DATA WAS USED BY THE COMMITTEE TO ESTABLISH AND APPROVE COMPENSATION OFFERED TO THE TRUST'S FIRST EXECUTIVE DIRECTOR, CFO AND CIO, AS WELL AS ESTABLISHING PAY RANGES FOR EACH LOWER PAY GRADE. THE COMMITTEE HAS SINCE BEEN ADVISED ON A PERIODIC BASIS OF STAFFING STATUS AND ACTIVITIES. SINCE INCEPTION INDEPENDENT PERIODIC COMPENSATION STUDIES ARE PERFORMED FOR KEY POSITIONS AND FOR NEW HIRES AT HIGHER PAY GRADES. ANNUAL MERIT FUNDING IS BASED ON INDEPENDENT STUDY FROM A COMPENSATION CONSULTANT. |
| FORM 990, PART VI, SECTION C, LINE 19 |
THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE FOR PUBLIC INSPECTION UPON WRITTEN REQUEST MADE DIRECTLY TO THE ORGANIZATION. |
| FORM 990 PART VII |
AN INDEPENDENT FIDUCIARY HAS BEEN APPOINTED FOR GENERAL MOTORS COMPANY. THE INDEPENDENT FIDUCIARY IS NOT REQUIRED TO BE REPORTED IN PART VII BUT IS BEING DISCLOSED IN SCHEDULE O DUE TO THE IMPORTANT ROLE IN ADMINISTERING THE NON-CASH INVESTMENTS IN THE GENERAL MOTORS' PLAN. 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 |
THIS FORM 990 IS FOR THE TRUST THAT ENCOMPASSES THREE PLANS. THE FORM 990 IS REPORTED AT THE TRUST LEVEL AND INCLUDES THE SUM OF THE THREE PLANS' FINANCIAL STATEMENTS. |
| FORM 990, PART X |
COMMON STOCK-GM: AS OF DECEMBER 31, 2017 AND 2016, THE PLAN HOLDS 140.15 MILLION SHARES OF GM'S COMMON STOCK REPRESENTING A 9.9% AND 9.3% OWNERSHIP INTEREST, RESPECTIVELY. THE PLAN HAS THE RIGHT, UNDER THE DIRECTION OF THE INDEPENDENT FIDUCIARY, TO REQUIRE GM, IN CERTAIN CIRCUMSTANCES, TO FILE REGISTRATION STATEMENTS UNDER THE SECURITIES ACT COVERING ADDITIONAL RESALES OF GM'S COMMON STOCK AND THE RIGHT TO PARTICIPATE IN OTHER REGISTERED OFFERINGS MADE BY GM IN CERTAIN CIRCUMSTANCES. THE FAIR VALUE OF THE GM COMMON STOCK WAS VALUED AT $5,745 MILLION AND $4,883 MILLION AS OF DECEMBER 31, 2017, AND DECEMBER 31, 2016, RESPECTIVELY, BASED ON GM'S PUBLICLY TRADED COMMON STOCK PRICE FROM THE ACTIVE MARKET IN WHICH THE SECURITY TRADES OF $40.99 AND $34.84 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, 2017 AND 2016, WAS $0 MILLION AND $175 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 63,225,855,634 FHC CASH 354,724 INTERCOMPANY RECEIVABLE ELIMINATIONS (377,000) FHC REAL ASSETS 140,442,254 ELIMINATION TO INVESTMENT IN FHC (101,808,455) TOTAL ASSETS PER TRUST FINANCIALS 63,264,467,157 TOTAL LIABILITIES REPORTED ON FORM 990, PART X 1,937,702,423 FHC ACCOUNTS PAYABLE 446,712 INTERCOMPANY PAYABLE ELIMINATIONS (377,000) TOTAL LIABILITIES PER TRUST FINANCIALS 1,937,772,135 TOTAL NET ASSETS REPORTED ON FORM 990, PART X 61,288,153,211 FHC NET ASSETS 38,541,811 TOTAL NET ASSETS PER TRUST FINANCIALS 61,326,695,022 |
Attach to Form 990 or 990-EZ.