TY 2010 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation)

The organization may have to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0047

2010

Open to Public Inspection

A For the calendar year, or tax year beginning 01-01-2010 and ending 12-31-2010

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
UAW RETIREE MEDICAL BENEFITS TRUST

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
200 WALKER STREET NO 400

Room/suite

City or town, state or country, and ZIP + 4
DETROIT, MI48207

D Employer identification number

90-0424876

E Telephone number

G Gross receipts $ 120,974,380,542

F Name and address of principal officer:
ROBERT NAFTALY
200 WALKER STREET NO 400
DETROIT,MI48207

Tax-exempt status: 501(c)(3) 501(c) ( 9 ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

N/A

H(a)

Is this a group return for
affiliates? Yes No

H(b)

Are all affiliates included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 2008

M State of legal domicile: MI

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: A VOLUNTARY EMPLOYEES BENEFICIARY ASSOCIATION ("VEBA") ORGANIZED TO FUND OBLIGATIONS FOR POST-RETIREMENT MEDICAL BENEFITS FOR AUTO UAW RETIREES AND THEIR DEPENDENTS.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ....	3	11
4	Number of independent voting members of the governing body (Part VI, line 1b) ....	4	10
5	Total number of individuals employed in calendar year 2010 (Part V, line 2a) ...	5	62
6	Total number of volunteers (estimate if necessary) ....	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ..	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 ..	7b	-3,105,393

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	66,548,946	50,455,523,734
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	45,973	3,701,297,860
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	0	63,828,446
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	66,594,919	54,220,650,040
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	0
14	Benefits paid to or for members (Part IX, column (A), line 4) ....	0	3,701,207,769
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	936,520	8,264,873
16a	Professional fundraising fees (Part IX, column (A), line 11e)....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24f)....	25,204,625	265,245,620
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	26,141,145	3,974,718,262
19	Revenue less expenses. Subtract line 18 from line 12......	40,453,774	50,245,931,778
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16)............	34,580,449,508	63,429,868,226
21	Total liabilities (Part X, line 26)............	34,539,853,581	4,880,178,449
22	Net assets or fund balances. Subtract line 21 from line 20 .....	40,595,927	58,549,689,777

Part II

Signature Block

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title.

Paid Preparer's Use Only	Preparer's signature	Date	Check if self- employed	Preparer’s taxpayer identification number (see instructions)
	Firm’s name (or yours if self-employed), address, and ZIP + 4			EIN
				Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ......... Yes No

For Privacy Act and Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2010)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response to any question in this Part III . . . . . . . . . .

Briefly describe the organization’s mission: 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.

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? .................... Yes No

If “Yes,” describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? .......................... Yes No

If “Yes,” describe these changes on Schedule O.

Describe the exempt purpose achievements for each of the organization’s three largest program services by expenses.
Section 501(c)(3) and 501(c)(4) organizations and section 4947(a)(1) trusts are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )
	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.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services. (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses$

Form 990 (2010)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule A.....................

Is the organization required to complete Schedule B, Schedule of Contributors? ........

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If “Yes,” complete Schedule C, Part I..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities? If “Yes,” complete Schedule C,
Part II.........................

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If “Yes,” complete Schedule C, Part III........................

Did the organization maintain any donor advised funds or any similar funds or accounts where donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If “Yes,” complete
Schedule D, Part I Click to see attachment

.......................

Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas or historic structures? If “Yes,” complete Schedule D, Part II Click to see attachment

...

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If “Yes,” complete Schedule D, Part III Click to see attachment

....................

Did the organization report an amount in Part X, line 21; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If “Yes,”
complete Schedule D, Part IV Click to see attachment

...................

Did the organization, directly or through a related organization, hold assets in term, permanent,or quasi-endowments? If “Yes,” complete Schedule D, Part V Click to see attachment

If the organization’s answer to any of the following questions is ‘Yes,’ then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable:

Did the organization report an amount for land, buildings, and equipment in Part X, line10? If “Yes,” complete Schedule D, Part VI. Click to see attachment

11a

Yes

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VII. Click to see attachment

11b

Yes

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIII. Click to see attachment

11c

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part IX. Click to see attachment

11d

Yes

Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part X. Click to see attachment

11e

Yes

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If “Yes,” complete Schedule D, Part X. Click to see attachment

11f

12a

Did the organization obtain separate, independent audited financial statements for the tax year? If “Yes,” complete Schedule D, Parts XI, XII, and XIII Click to see attachment

12a

Was the organization included in consolidated, independent audited financial statements for the tax year? If “Yes,” and if the organization answered ‘No’ to line 12a, then completing Schedule D, Parts XI, XII, and XIII is optional Click to see attachment

12b

Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E

14a

Did the organization maintain an office, employees, or agents outside of the United States?....

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, and program service activities outside the United States? If “Yes,” complete Schedule F, Part I.........

14b

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the U.S.? If “Yes,” complete Schedule F, Part II..

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the U.S.? If “Yes,” complete Schedule F, Part III..

Did the organization report a total of more than $15,000, of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If “Yes,” complete Schedule G, Part I

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If “Yes,” complete Schedule G, Part II..........

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If “Yes,” complete Schedule G, Part III...................

Form 990 (2010)

Page 4

Part IV

Checklist of Required Schedules (continued)

20a

Did the organization operate one or more hospitals? If “Yes,” complete Schedule H.....

20a

Did the organization attach its audited financial statement to this return? Note: All Form 990 filers that operate one or more hospitals must attach audited financial statements. .....

20b

Did the organization report more than $5,000 of grants and other assistance to governments and organizations in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II..

Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III.....

Did the organization answer “Yes” to Part VII, Section A, questions 3, 4, or 5, about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If “Yes,” complete Schedule J................ Click to see attachment

Yes

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer questions 24b–24d and complete Schedule K. If “No,” go to line 25................

24a

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...

24b

Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................

24c

Did the organization act as an “on behalf of” issuer for bonds outstanding at any time during the year?...

24d

25a

Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If “Yes,” complete Schedule L, Part I......

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If “Yes,” complete Schedule L, Part I................

25b

Was a loan to or by a current or former officer, director, trustee, key employee, highly compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II........................... Click to see attachment

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor, or a grant selection committee member, or to a person related to such an individual? If “Yes,” complete Schedule L, Part III............... Click to see attachment

Was the organization a party to a business transaction with one of the following parties? (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV ......................... Click to see attachment

28a

A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV................... Click to see attachment

28b

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or owner? If “Yes,” complete Schedule L, Part IV.. Click to see attachment

28c

Yes

Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M............

Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I...........................

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II.......................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If “Yes,” complete Schedule R, Part I........ Click to see attachment

Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Parts II, III, IV, and V, line 1..................... Click to see attachment

Yes

Is any related organization a controlled entity within the meaning of section 512(b)(13)? .....

Yes

Did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If “Yes,” complete Schedule R, Part V, line 2... Click to see attachment

YesNo

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If “Yes,” complete Schedule R, Part V, line 2...........

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If “Yes,” complete Schedule R, Part VI Click to see attachment

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11 and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2010)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response to any question in this Part V . . . . . . . . . .

Yes

Enter the number reported in Box 3 of Form 1096. Enter -0- if not applicable. .......

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable.

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Yes

Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax Statements filed for the calendar year ending with or within the year covered by this return .....................

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?

Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file. (see instructions)

Yes

Did the organization have unrelated business gross income of $1,000 or more during the year?.............................

Yes

If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....

Yes

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account or securities account)?.......................

Yes

If "Yes," enter the name of the foreign country: MediumBullet

OC
See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If “Yes” to line 5a or 5b, did the organization file Form 8886-T? ........

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible?..........

If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

Organizations that may receive deductible contributions under section 170(c).

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................

If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If “Yes,” indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?..........................

Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?...................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?...............

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?................

Sponsoring organizations maintaining donor advised funds.

Did the organization make any taxable distributions under section 4966?.........

Did the organization make a distribution to a donor, donor advisor, or related person?......

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ........

11b

12a

Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

12a

If “Yes,” enter the amount of tax-exempt interest received or accrued during the year.

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

Is the organization licensed to issue qualified health plans in more than one state?
Note. All 501(c)(29) organizations must list in Schedule O each state in which they are licensed to issue qualified health plans, the amount of reserves required by each state, and the amount of reserves the organization allocated to each state.

13a

Enter the aggregate amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans.

13b

Enter the aggregate amount of reserves on hand.

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..

14b

Form 990 (2010)

Page 6

Part VI

Governance, Management, and Disclosure For each “Yes” response to lines 2 through 7b below, and for a “No” response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.

Check if Schedule O contains a response to any question in this Part VI . . . . . . . . . .

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year ..............

Enter the number of voting members included in line 1a, above, who are independent .................

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Yes

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? ..

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed?

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Does the organization have members or stockholders? ................

Does the organization have members, stockholders, or other persons who may elect one or more members of the governing body? .........................

Are any decisions of the governing body subject to approval by members, stockholders, or other persons? ..

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .........................

Yes

Each committee with authority to act on behalf of the governing body? ............

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If “Yes,” provide the names and addresses in Schedule O .....

Section B. Policies (This Section B requests information about policies not required by the Internal
Revenue Code.)

Yes

10a

Does the organization have local chapters, branches, or affiliates? ............

10a

If “Yes,” does the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with those of the organization? ....

10b

11a

Has the organization provided a copy of this Form 990 to all members of its governing body before filing the form?

11a

Yes

Describe in Schedule O the process, if any, used by the organization to review the Form 990. .....

12a

Does the organization have a written conflict of interest policy? If “No,” go to line 13.......

12a

Yes

Are officers, directors or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ...........................

12b

Yes

Does the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this is done ....................

12c

Yes

Does the organization have a written whistleblower policy? ...............

Does the organization have a written document retention and destruction policy? .........

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

Yes

If "Yes" to line a or b, describe the process in Schedule O. (See instructions.)

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

If “Yes,” has the organization adopted a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and taken steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Section C. Disclosure

List the States with which a copy of this Form 990 is required to be filed MediumBullet

Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you make these available. Check all that apply.

Own website Another's website Upon request

Describe in Schedule O whether (and if so, how), the organization makes its governing documents, conflict of interest policy, and financial statements available to the public.

State the name, physical address, and telephone number of the person who possesses the books and records of the organization: MediumBullet

MARY BETH KUDERIK
400 WALKER STREET SUITE 400
DETROIT,MI48207
(313) 324-5900

Form 990 (2010)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response to any question in this Part VII . . . . . . . . . .

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation, and current key employees. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

List all of the organization’s current key employees, if any. See instructions for definition of "key employee."

List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.

Check this box if neither the organization nor any related organizations compensated any current or former officer, director, or trustee.

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)	(C) Position (check all that apply)			(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) ROBERT NAFTALY COMMITTEE CHAIR	4.00	X			54,816	0	0
(2) RONALD GETTELFINGER COMMITTEE MEMBER	2.00	X			0	0	0
(3) GENERAL HOLIEFIELD COMMITTEE MEMBER	2.00	X			0	0	0
(4) CAL RAPSON COMMITTEE MEMBER	2.00	X			0	0	0
(5) OLENA LACY COMMITTEE MEMBER	3.00	X			51,183	0	0
(6) ROBERT KING COMMITTEE MEMBER	2.00	X			0	0	0
(7) TERESA GHILARDUCCI COMMITTEE MEMBER	2.00	X			49,191	0	0
(8) DAVID BAKER LEWIS COMMITTEE CHAIR	3.00	X			60,765	0	0
(9) EDWARD WELCH COMMITTEE MEMBER	2.00	X			47,214	0	0
(10) DANIEL SHERRICK SEE SCH O COMM MBR; EFF 7/1 - EMPLOYEE	22.00	X			68,810	0	3,500
(11) DOUGLAS WOLL COMMITTEE MEMBER	2.00	X			34,310	0	0
(12) JAMES SETTLES COMMITTEE MEMBER	1.00	X			0	0	0
(13) JOE ASHTON COMMITTEE MEMBER	1.00	X			0	0	0
(14) STATE STREET BANK TRUST INSTITUTIONAL TRUSTEE			X		0	0	0
(15) FRANCINE PARKER CHIEF EXECUTIVE OFFICER	60.00			X	377,494	0	22,185
(16) ERIC HENRY CHIEF INVESTMENT OFFICER	60.00			X	471,547	0	27,785
(17) MARY BETH KUDERIK CHIEF FINANCIAL OFFICER	60.00			X	252,546	0	20,203

Form 990 (2010)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)				(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) JAMES CHERUNDOLO DIRECTOR	60.00	X			187,884	0	19,085
(19) WOODROW TYLER INVESTMENT MANAGER	60.00		X		234,833	0	15,646
(20) JAMES GROSS INVESTMENT MANAGER	60.00		X		234,251	0	23,743
(21) BENJAMIN COTTON INVESTMENT MANAGER	60.00		X		229,349	0	23,524
(22) THOMAS CRAGG DIRECTOR	40.00		X		178,884	0	20,725
(23) DONNA WESLEY SR MANAGER	40.00		X		137,762	0	19,945
(24) MARIANNE UDOW-PHILLIPS FORMER COMMITTEE MEMBER	1.00			X	12,390	0	0

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	2,683,229	0	196,341

Total number of individuals (including but not limited to those listed above) who received more than $100,000 in reportable compensation from the organization MediumBullet

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If “Yes,” complete Schedule J for such individual .............

Yes

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If “Yes,” complete Schedule J for such individual...........................

Yes

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If “Yes,” complete Schedule J for such person .....

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization.

(A) Name and business address	(B) Description of services	(C) Compensation
BLUE CROSS BLUE SHIELD OF MICHIGAN PO BOX 77000 DETROIT,MI482770017	ADMINISTRATIVE SERVICES	144,235,036
HEWITT ASSOCIATES LLC PO BOX 95135 CHICAGO,IL606945135	THIRD PARTY ADMINISTRATOR	20,319,739
ACS HR SOLUTIONS LLC AIM 154-0455 BOX 371143 PITTSBURGH,PA152517143	THIRD PARTY ADMINISTRATOR	5,290,669
ALLIANCE BERNSTEIN 1345 AVENUE OF THE AMERICAS NEW YORK,NY10105	INVESTMENT MANAGER	4,279,223
VALUEOPTIONS INC PO BOX 534367 ATLANTA,GA303534367	HEALTHCARE PROVIDER	4,248,028
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 in compensation from the organization 29

Form 990 (2010)

Page 9

Part VIII

Statement of Revenue

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f
g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......
			Business Code
2a	AUTO CONTRIBUTIONS		525,100	50,313,271,380	50,313,271,380
b	PARTICIPANT CONTR.		525,100	142,252,354	142,252,354
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			50,455,523,734
3	Investment income (including dividends, interest
	and other similar amounts).....			1,216,470,754			1,216,470,754
4	Income from investment of tax-exempt bond proceeds..
5	Royalties............
		(i) Real	(ii) Personal
6a	Gross Rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	69,238,532,059	25,549
b	Less: cost or other basis and sales expenses	66,749,524,879	4,205,623
c	Gain or (loss)	2,489,007,180	-4,180,074
d	Net gain or (loss)..........			2,484,827,106			2,484,827,106
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Miscellaneous Revenue			Business Code
11a	OTHER INVSTMNT INCOME		525,100	63,828,446	63,828,446
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			63,828,446
12	Total revenue. See Instructions....			54,220,650,040	50,519,352,180	0	3,701,297,860

Form 990 (2010)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A) but are not required to complete columns (B), (C), and (D).

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.		(A) Total expenses
1	Grants and other assistance to governments and organizations in the U.S. See Part IV, line 21
2	Grants and other assistance to individuals in the U.S. See Part IV, line 22
3	Grants and other assistance to governments, organizations, and individuals outside the U.S. See Part IV, lines 15 and 16
4	Benefits paid to or for members	3,701,207,769
5	Compensation of current officers, directors, trustees, and key employees ....	1,655,720
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages	5,505,145
8	Pension plan contributions (include section 401(k) and section 403(b) employer contributions) ....	329,192
9	Other employee benefits .......	382,562
10	Payroll taxes ...........	392,254
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	815,486
c	Accounting ...........	581,980
d	Lobbying ...........
e	Professional fundraising. See Part IV, line 17..
f	Investment management fees ......	42,572,808
g	Other ..........	198,543,741
12	Advertising and promotion ....
13	Office expenses .......	242,408
14	Information technology ......	227,030
15	Royalties ..
16	Occupancy ...........	490,491
17	Travel ............	130,080
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	39,265
20	Interest ...........
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	207,040
23	Insurance ..............	2,860,825
24	Other expenses. Itemize expenses not covered above. (Expenses grouped together and labeled miscellaneous may not exceed 5% of total expenses shown on line 25 below.)
a	INVESTMENT FUND EXPENSE	13,004,821
b	TAXES - CHRYSLER HOLDCO	5,290,101
c		0
d		0
e		0
f	All other expenses	239,544
25	Total functional expenses. Add lines 1 through 24f	3,974,718,262
26	Joint costs. Check here if following SOP 98-2 (ASC 958-720). Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation

Form 990 (2010)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing ..........				1
2	Savings and temporary cash investments .......			2,840,928,589	2	5,755,371,521
3	Pledges and grants receivable, net .........				3
4	Accounts receivable, net .........			707,929	4	237,565,356
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........				5
6	Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). Complete Part II of
	Schedule L ..........			3,609,714,560	6	4,629,461,948
7	Notes and loans receivable, net .............				7
8	Inventories for sale or use ..............				8
9	Prepaid expenses and deferred charges ............			7,179,427	9	3,727,351
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	1,035,455
b	Less: accumulated depreciation. .....	10b	229,745	834,417	10c	805,710
11	Investments—publicly traded securities ..........				11
12	Investments—other securities. See Part IV, line 11 ......			26,663,307,027	12	45,227,308,361
13	Investments—program-related. See Part IV, line 11 ..				13
14	Intangible assets .........				14
15	Other assets. See Part IV, line 11 ...........			1,457,777,559	15	7,575,627,979
16	Total assets. Add lines 1 through 15 (must equal line 34)...			34,580,449,508	16	63,429,868,226
17	Accounts payable and accrued expenses .			3,202,523	17	327,799,929
18	Grants payable ..........				18
19	Deferred revenue ..........			5,806,002	19
20	Tax-exempt bond liabilities ..........				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..				23
24	Unsecured notes and loans payable to unrelated third parties ....				24
25	Other liabilities. Complete Part X of Schedule D.....			34,530,845,056	25	4,552,378,520
26	Total liabilities. Add lines 17 through 25.....			34,539,853,581	26	4,880,178,449
	Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....				27
28	Temporarily restricted net assets .....				28
29	Permanently restricted net assets .....				29
	Organizations that do not follow SFAS 117, check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....			0	30	0
31	Paid-in or capital surplus, or land, building or equipment fund .....			0	31	0
32	Retained earnings, endowment, accumulated income, or other funds			40,595,927	32	58,549,689,777
33	Total net assets or fund balances .....			40,595,927	33	58,549,689,777
34	Total liabilities and net assets/fund balances .....			34,580,449,508	34	63,429,868,226

Form 990 (2010)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response to any question in this Part XI . . . . . . . . . .

Total revenue (must equal Part VIII, column (A), line 12) . . .

54,220,650,040

Total expenses (must equal Part IX, column (A), line 25) . . . . .

3,974,718,262

Revenue less expenses. Subtract line 2 from line 1 . . . .

50,245,931,778

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) . .

40,595,927

Other changes in net assets or fund balances (explain in Schedule O) . . . .

8,263,162,072

Net assets or fund balances at end of year. Combine lines 3, 4, and 5 (must equal Part X, line 33, column (B)) . . . . . .

58,549,689,777

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response to any question in this Part XII . . . . . . . . . .

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?..

Were the organization’s financial statements audited by an independent accountant?........

If “Yes,” to 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?
If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O............................

If “Yes” to line 2a or 2b, check a box below to indicate whether the financial statements for the year were issued on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separated basis

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133? ................

If “Yes,” did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits. ..

Form 990 (2010)

Additional Data

Software ID:
Software Version:

Form 990, Special Condition Description:

Special Condition Description

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11, or 12.
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

UAW RETIREE MEDICAL BENEFITS TRUST

Employer identification number

90-0424876

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .......
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) ...
4	Aggregate value at end of year .......

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds may be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit. ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or pleasure) Preservation of an historically importantly land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a–2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06 ........	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the taxable year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting and enforcing conservation easements during the year SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section
170(h)(4)(B)(i) and 170(h)(4)(B)(ii)? ....................................

Yes No

In Part XIV, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116, not to report in its revenue statement and balance sheet works of
art, historical treasures, or other similar assets held for public exhibition, education or research in furtherance of public service,
provide, in Part XIV, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116, to report in its revenue statement and balance sheet works of art,
historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service,
provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 52283D

Schedule D (Form 990) 2010

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s accession and other records, check any of the following that are a significant use of its collection
items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIV.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIV and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If “Yes,” explain the arrangement in Part XIV.

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current Year	(b)Prior Year	(c)Two Years Back	(d)Three Years Back	(e)Four Years Back
1a	Beginning of year balance ....
b	Contributions ........
c	Investment earnings or losses ...
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the year end balance held as:

Board designated or quasi-endowment: SchDMd Bullet

Permanent endowment: SchDMd Bullet

Term endowment: SchDMd Bullet

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIV the intended uses of the organization's endowment funds.

Part VI

InvestmentsLand, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of investment		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................
b	Buildings ................
c	Leasehold improvements ............	57,047	11,093	45,954
d	Equipment ................	355,047	100,348	254,699
e	Other .................	623,361	118,304	505,057
Total. Add lines 1a-1e. (Column (d) should equal Form 990, Part X, column (B), line 10(c).)........				805,710

Schedule D (Form 990) 2010

Page 3

Part VII

InvestmentsOther Securities. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)	(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
(3)Other (A) GENERAL MOTORS COMPANY COMMON STOCK	5,490,000,000	F
(B) GENERAL MOTORS COMPANY PREFERRED STOCK	7,374,000,000	F
(C) GENERAL MOTORS COMPANY WARRANTS	387,000,000	F
(D) OTHER FIXED INCOME SECURITIES	14,716,748,934	F
(E) OTHER EQUITY SECURITIES	17,259,559,427	F




Total. (Column (b) should equal Form 990, Part X, col.(B) line 12.)	45,227,308,361

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

(a) Description of investment type		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) should equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value
(1) ACCRUED INTEREST/DIVIDENDS RECEIVABLE				15,004,136
(2) CLASS A INDIRECT MEMBERSHIP INTERESTS IN CHRYSLER GROUP				2,900,000,000
(3) ABSOLUTE RETURN				1,616,393,489
(4) REAL ESTATE				279,574,693
(5) LIMITED PARTNERSHIPS				375,489,660
(6) RECEIVABLE FOR UNSETTLED TRADES				2,171,572,150
(7) COLLATERAL ON LOANED SECURITIES				16,337,058
(8) OTHER ASSETS				254,815
(9) PRESCRIPTION DRUG REBATE RECEIVABLE				32,370,654
(10) ERRP SUBSIDY RECEIVABLE				159,700,000
(11) TAX RECEIVABLE				8,931,324
Total. (Column (b) should equal Form 990, Part X, col.(B) line 15.)...........				7,575,627,979

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of Liability		(b) Amount
Federal Income Taxes
MITIGATION TRUE UP AND ALLOWANCE CREDITS		14,847,379
PAYABLE TO BROKER FOR SECURITIES PURCHASED		4,532,482,782
TAXES		5,048,359






Total. (Column (b) should equal Form 990, Part X, col.(B) line 25.)		4,552,378,520
2. Fin 48 (ASC 740) Footnote. In Part XIV, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC740).

Schedule D (Form 990) 2010

Page 4

Part XI Reconciliation of Change in Net Assets from Form 990 to Financial Statements
1	Total revenue (Form 990, Part VIII, column (A), line 12) ....................	1
2	Total expenses (Form 990, Part IX, column (A), line 25) .....................	2
3	Excess or (deficit) for the year. Subtract line 2 from line 1 .............	3
4	Net unrealized gains (losses) on investments ..........................	4
5	Donated services and use of facilities .............................	5
6	Investment expenses ...................................	6
7	Prior period adjustments ..................................	7
8	Other (Describe in Part XIV) .................................	8
9	Total adjustments (net). Add lines 4 - 8 .............................	9
10	Excess or (deficit) for the year per financial statements. Combine lines 3 and 9 .........	10

Part XII Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......		1
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIV): ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIV): ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total Revenue. Add lines 3 and 4c. (This should equal Form 990, Part I, line 12.) ......		5

Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements .............		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIV): ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIV): ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This should equal Form 990, Part I, line 18.) ......		5

Part XIV

Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X; Part XI, line 8; Part XII, lines 2d and 4b; and Part XIII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation

Schedule D (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

UAW RETIREE MEDICAL BENEFITS TRUST

Employer identification number

90-0424876

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement orprovision of all the expenses described above? If "No," complete Part III to explain....

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
officers, directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? ....

Indicate which, if any, of the following the organization uses to establish the compensation of the
organization's CEO/Executive Director. Check all that apply.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ...............

Participate in, or receive payment from, a supplemental nonqualified retirement plan? ........

Participate in, or receive payment from, an equity-based compensation arrangement? ........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.

For persons listed in form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regs. section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 50053T

Schedule J (Form 990) 2010

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use Schedule J-1 if additional space needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.

Note. The sum of columns (B)(i)-(iii) must equal the applicable column (D) or column (E) amounts on Form 990, Part VII, line 1a.

(A) Name		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported in prior Form 990 or Form 990-EZ
(A) Name		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
(1) FRANCINE PARKER	(i) (ii)	376,410 0	0 0	1,084 0	21,000 0	1,185 0	399,679 0	0 0
(2) ERIC HENRY	(i) (ii)	299,994 0	171,233 0	320 0	18,000 0	9,785 0	499,332 0	0 0
(3) MARY BETH KUDERIK	(i) (ii)	236,511 0	15,000 0	1,035 0	14,400 0	5,803 0	272,749 0	0 0
(4) JAMES CHERUNDOLO	(i) (ii)	171,594 0	15,000 0	1,290 0	9,300 0	9,785 0	206,969 0	0 0
(5) WOODROW TYLER	(i) (ii)	174,583 0	59,629 0	621 0	10,500 0	5,146 0	250,479 0	0 0
(6) JAMES GROSS	(i) (ii)	174,193 0	59,518 0	540 0	10,500 0	13,243 0	257,994 0	0 0
(7) BENJAMIN COTTON	(i) (ii)	174,743 0	54,246 0	360 0	10,281 0	13,243 0	252,873 0	0 0
(8) THOMAS CRAGG	(i) (ii)	162,594 0	15,000 0	1,290 0	9,000 0	11,725 0	199,609 0	0 0
(9) DONNA WESLEY	(i) (ii)	137,144 0	0 0	618 0	8,220 0	11,725 0	157,707 0	0 0
(10) MARIANNE UDOW-PHILLIPS	(i) (ii)	12,390 0	0 0	0 0	0 0	0 0	12,390 0	0 0

Schedule J (Form 990) 2010

Page 3

Part III

Supplemental Information

Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 4c, 5a, 5b, 6a, 6b, 7, and 8. Also complete this part for any additional information.

Identifier	Return Reference	Explanation

Schedule J (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V lines 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

UAW RETIREE MEDICAL BENEFITS TRUST

Employer identification number

90-0424876

Part I

Excess Benefit Transactions (section 501(c)(3) and section 501 (c)(4) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(b) Description of transaction	(c) Corrected?
1(a) Name of disqualified person	(b) Description of transaction	Yes	No

Enter the amount of tax imposed on the organization managers or disqualified persons during the year under section 4958. ......................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 26, or Form 990-EZ, Part V, line 38a.

(a) Name of interested person and purpose	(b) Loan to or from the organization?		(c)Original principal amount	(d)Balance due	(e) In default?		(f) Approved by board or committee?		(g)Written agreement?
(a) Name of interested person and purpose	To	From	(c)Original principal amount	(d)Balance due	Yes	No	Yes	No	Yes	No






Total ............... $

Part III

Grants or Assistance Benefitting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b)Relationship between interested person and the organization	(c)Amount of grant or type of assistance

For Privacy Act and Paperwork Reduction Act Notice, see the
Instructions for Form 990 or 990-EZ.

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2010

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) BLUE CROSS BLUE SHIELD OF MICHIGAN	COMMON DIRECTOR	144,235,036	ADMIN FEES		No

Part V

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule L (see instructions).

Identifier	Return Reference	Explanation
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.

Schedule L (Form 990 or 990-EZ) 2010

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2010

Open to Public
Inspection

Name of the organization

UAW RETIREE MEDICAL BENEFITS TRUST

Employer identification number

90-0424876

Identifier	Return Reference	Explanation
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.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2010

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

UAW RETIREE MEDICAL BENEFITS TRUST

Employer identification number

90-0424876

Part I

Identification of Disregarded Entities (Complete if the organization answered "Yes" on Form 990, Part IV, line 33.)

(a) Name, address, and EIN of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled organization
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2010

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Predominant income(related, unrelated, excluded from tax under sections 512-514)	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity		(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) CHRYSLER GROUP 1000 CHRYSLER DRIVE AUBURN HILLS,MI483262768 27-0187394	AUTOMOTIVE	MI	N/A	UNRELATED				No			No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(h) Percentage ownership
(1) UAW VEBA HOLDCO CH-00 LLC PO BOX 14309 DETROIT,MI48214 27-0266892	HOLDING COMPANY	MI	UAW RETIREE MEDICAL BENEFITS TRUST	C	-29,959,410	100.000 %
(2) UAW VEBA HOLDCO CH-01 LLC PO BOX 14309 DETROIT,MI48214 27-0266962	HOLDING COMPANY	MI	UAW RETIREE MEDICAL BENEFITS TRUST	C	-29,959,413	100.000 %
(3) UAW VEBA HOLDCO CH-02 LLC PO BOX 14309 DETROIT,MI48214 27-0267005	HOLDING COMPANY	MI	UAW RETIREE MEDICAL BENEFITS TRUST	C	-29,959,408	100.000 %
(4) UAW VEBA HOLDCO CH-03 LLC PO BOX 14309 DETROIT,MI48214 27-0267044	HOLDING COMPANY	MI	UAW RETIREE MEDICAL BENEFITS TRUST	C	-29,959,412	100.000 %
(5) UAW VEBA HOLDCO CH-04 LLC PO BOX 14309 DETROIT,MI48214 27-0267079	HOLDING COMPANY	MI	UAW RETIREE MEDICAL BENEFITS TRUST	C	-29,959,412	100.000 %
(6) UAW VEBA HOLDCO CH-05 LLC PO BOX 14309 DETROIT,MI48214 27-0267225	HOLDING COMPANY	MI	UAW RETIREE MEDICAL BENEFITS TRUST	C	-29,959,411	100.000 %
(7) UAW VEBA HOLDCO CH-06 LLC PO BOX 14309 DETROIT,MI48214 27-0267268	HOLDING COMPANY	MI	UAW RETIREE MEDICAL BENEFITS TRUST	C	-29,959,411	100.000 %
(8) UAW VEBA HOLDCO CH-07 LLC PO BOX 14309 DETROIT,MI48214 27-0267295	HOLDING COMPANY	MI	UAW RETIREE MEDICAL BENEFITS TRUST	C	-29,959,411	100.000 %
(9) UAW VEBA HOLDCO CH-08 LLC PO BOX 14309 DETROIT,MI48214 27-0267453	HOLDING COMPANY	MI	UAW RETIREE MEDICAL BENEFITS TRUST	C	-29,959,410	100.000 %
(10) UAW VEBA HOLDCO CH-09 LLC PO BOX 14309 DETROIT,MI48214 27-0267494	HOLDING COMPANY	MI	UAW RETIREE MEDICAL BENEFITS TRUST	C	-29,959,410	100.000 %
(11) UAW VEBA HOLDCO CH-10 LLC PO BOX 14309 DETROIT,MI48214 27-0267527	HOLDING COMPANY	MI	UAW RETIREE MEDICAL BENEFITS TRUST	C	-29,959,412	100.000 %
(12) UAW VEBA HOLDCO CH-11 LLC PO BOX 14309 DETROIT,MI48214 27-0267573	HOLDING COMPANY	MI	UAW RETIREE MEDICAL BENEFITS TRUST	C	-29,959,411	100.000 %
(13) UAW VEBA HOLDCO CH-12 LLC PO BOX 14309 DETROIT,MI48214 27-0267593	HOLDING COMPANY	MI	UAW RETIREE MEDICAL BENEFITS TRUST	C	-14,979,706	100.000 %
(14) BESSEMER CHRYSLER JEEP DODGE INC C/O 1000 CHRYSLER DRIVE AUBURN HILLS,MI483262768	AUTOMOTIVE	MI	CHRYSLER GROUP LLC
(15) DOWNRIVER DODGE INC C/O 1000 CHRYSLER DRIVE AUBURN HILLS,MI483262768	AUTOMOTIVE	MI	CHRYSLER GROUP LLC
(16) LA BREA AVENUE MOTORS INC C/O 1000 CHRYSLER DRIVE AUBURN HILLS,MI483262768	AUTOMOTIVE	MI	CHRYSLER GROUP LLC
(17) MCKINNEY DODGE INC C/O 1000 CHRYSLER DRIVE AUBURN HILLS,MI483262768	AUTOMOTIVE	MI	CHRYSLER GROUP LLC
(18) STATELINE CHRYSLER JEEP DODGE INC C/O 1000 CHRYSLER DRIVE AUBURN HILLS,MI483262768	AUTOMOTIVE	MI	CHRYSLER GROUP LLC
(19) SUPERSTITION SPRINGS CHRYSLER JEEP INC C/O 1000 CHRYSLER DRIVE AUBURN HILLS,MI483262768	AUTOMOTIVE	MI	CHRYSLER GROUP LLC
(20) GULFGATE DODGE INC C/O 1000 CHRYSLER DRIVE AUBURN HILLS,MI483262768	AUTOMOTIVE	MI	CHRYSLER GROUP LLC
(21) STONE MOUNTAIN CHRYSLER JEEP DODGE INC C/O 1000 CHRYSLER DRIVE AUBURN HILLS,MI483262768	AUTOMOTIVE	MI	CHRYSLER GROUP LLC
(22) DADE CITY CHRYSLER JEEP DODGE INC C/O 1000 CHRYSLER DRIVE AUBURN HILLS,MI483262768	AUTOMOTIVE	MI	CHRYSLER GROUP LLC
(23) ALHAMBRA CHRYSLER JEEP DODGE INC C/O 1000 CHRYSLER DRIVE AUBURN HILLS,MI483262768	AUTOMOTIVE	MI	CHRYSLER GROUP LLC
(24) CHRYSLER GROUP MIDDLE EAST FZ-LLC OFFICE NO 202 EIB BUILDING NO 03 DUBAN INTERNET CITY AE	MARKETING	AE	CHRYSLER GROUP INTERNATIONAL LLC
(25) CHRYSLER MEXICO INVESTMENT HOLDINGS COOPERATIE UA PARNASSUSTOREN LOCATELLIKADE 1 AMSTERDAM 1067 AZ NL	HOLDING COMPANY	NL	CHRYSLER INVESTMENT HOLDINGS LLC
(26) OPERADORA GC SA DE CV AV PROLONGACION PASEO DE LA REFORM CUAJIMALPA, C.P. 05109 MX	LESSORS OF NON RES BUILDINGS	MX	CHRYSLER MEXICO HOLDING S DE
(27) INMUEBLES CHRYSLER DE MEXICO SA DE CV AV PROLONGACION PASEO DE LA REFORM CUAJIMALPA, C.P. 05109 MX	REAL ESTATE	MX	CHRYSLER MEXICO HOLDING S DE
(28) CHRYSLER DE MEXICO SA DE CV AV PROLONGACION PASEO DE LA REFORM CUAJIMALPA, C.P. 05109 MX	MANUFACTURING	MX	CHRYSLER MEXICO HOLDING S DE
(29) FUNDACTION CHRYSLER DE MEXICO IAP AV PROLONGACION PASEO DE LA REFORM CUAJIMALPA, C.P. 05109 MX	CHARITABLE ORGANIZATION	MX	CHRYSLER DE MEXICO SA DE CV
(30) NEW CARCO ACQUISITION CANADA HOLDINGS LIMITED 100 KING STREET WEST SUITE 400 1 TORONTO,ONTARIOM5K1E6 CA	AUTOMOTIVE	CA	CHRYSLER GROUP LLC
(31) CNI CV PARNASSUSTOREN LOCATELLIKADE 1 AMSTERDAM 1076 NL 98-0563040	HOLDING COMPANY	NL	CHRYSLER GROUP LLC
(32) CHRYSLER NETHERLANDS DISTRIBUTION BV PARNASSUSTOREN LOCATELLIKADE 1 AMSTERDAM 1076 NL	MANAGEMENT OF OTHER COMPANIES	NL	CHRYSLER NETHERLANDS HOLDINGS
(33) CHRYSLER INDIA AUTOMOTIVE PRIVATE LTD 38 2ND FLOOR RMZ MILLENNIA BUSIN PERUNGUNDI,CHENNAI600 096 IN	SALES & MARKETING	IN	CHRYSLER NETHERLANDS DISTRIBUTION
(34) CHRYSLER DEUTSCHLAND GMBH POTSDAMER STRASSE 7 BERLIN 10587 GM	DISTRIBUTION COMPANY	GM	CHRYSLER GROUP LLC
(35) CHRYSLER & JEEP VMBH POTSDAMER STRASSE 7 BERLIN 10785 GM	DISTRIBUTION COMPANY	GM	CHRYSLER DEUTSCHLAND GMBH
(36) CHRYSLER AUSTRIA GMBH FETMAYERGASSE 2 WIEN 1210 AU	AUTOMOBILE MFG & SALES	AU	CHRYSLER VIENNA BMBH
(37) CHRYSLER (HONG KONG) AUTOMOTIVE LTD 59/F CENTRAL PLAZA 18 HARBOR HONG KONG HK	HOLDING COMPANY	HK	CHRYSLER GROUP LLC
(38) CHRYSLER GROUP (CHINA) SALES COMPANY LTD 16F GEMDALE PLAZA TOWER A NO 91 J BEIJING 100004 CH	DISTRIBUTION COMPANY	CH	CHRYSLER (HONG KONG) AUTOMOTIVE
(39) CHRYSLER ASIA PACIFIC INVESTMENT LIMITED FLOOR 4 OF TOWER C NO 555 DONGCH SHANGHAI CH	MANAGEMENT ACTIVITIES	CH	CHRYSLER (HONG KONG) AUTOMOTIVE
(40) AUTODIE LLC C/O 1000 CHRYSLER DRIVE AUBURN HILLS,MI483262768	AUTOMOBILE MFG & SALES	MI	CHRYSLER GROUP LLC
(41) CHRYSLER ARGENTINA SRL BOULEVARD AZUCENA WILLAFLOR 435 BEUNOS AIRES C1107CII AR	DISTRIBUTION COMPANY	AR	CHRYSLER GROUP LLC
(42) CHRYSLER AUSTRALIA PTY LTD 44 LEXIA PLACE MULGRAVE,VICTORIA3170 AS	DISTRIBUTION COMPANY	AS	CHRYSLER GROUP LLC
(43) CHRYSLER BALKANS DOO BEOGRAD OMLADINSKIH BR 33 BEOGRAD RI	DISTRIBUTION COMPANY	RI	CHRYSLER GROUP LLC
(44) CHRYSLER BELGIUM LUXEMBOURG SA AVENUE DU PEAGE 68 BRUXELLES B-1200 BE	DISTRIBUTION COMPANY	BE	CHRYSLER GROUP LLC
(45) CHRYSLER CANADA CASH SERVICES INC 66 WELLINGTON STREET WEST SUITE 53 TORONTO,ONTARIOM5K1E6 CA	INVESTMENTS	CA	CHRYSLER GROUP LLC
(46) CHRYSLER COLUMBIA LTD AVENIDA CALLE 26 NO 70A-25 SANTAFE DE BOGOTA CO	DISTRIBUTION COMPANY	CO	CHRYSLER GROUP LLC
(47) CHRYSLER CZECH REPUBLIC SRO DAIMLEROVA 2296/2 PRAHA 4 149 45 EZ	DISTRIBUTION COMPANY	EZ	CHRYSLER GROUP LLC
(48) CHRYSLER DENMARK APS FREDERIKSKAJ 4 KPENHAGEN V DK-1790 DA	DISTRIBUTION COMPANY	DA	CHRYSLER GROUP LLC
(49) CHRYSLER ESPANA SL AVDA DE BRUSELAS 30 MADRID E-28108 SP	DISTRIBUTION COMPANY	SP	CHRYSLER GROUP LLC
(50) CHRYSLER FRANCE SAS 2 RUE DE LHORLOGE ROCQUENCOURT 78150 FR	DISTRIBUTION COMPANY	FR	CHRYSLER GROUP LLC
(51) CHRYSLER GROUP TAIWAN SALES LTD 5 F NO6 SEC 3 MINCHUAN E RD TAIPEI CITY 104 TW	DISTRIBUTION COMPANY	TW	CHRYSLER GROUP LLC
(52) CHRYSLER GROUP EGYPT LIMITED C/O 1000 CHRYSLER DRIVE AUBURN HILLS,MI483262768	DISTRIBUTION COMPANY	MI	CHRYSLER GROUP LLC
(53) CHRYSLER INTERNATIONAL GMBH VAIHINGER STR 131 STUTTGART 70567 GM	SALES & MARKETING	GM	CHRYSLER GROUP LLC
(54) CHRYSLER ITALIA SRL VIA BIULIO VINCENZO BONA 110 ROMA I-00156 IT	DISTRIBUTION COMPANY	IT	CHRYSLER GROUP LLC
(55) CHRYSLER JEEP INTERNATIONAL SA AVENUE DU PEAGE 68 BRUXELLES B-1200 BE	SALES & MARKETING	BE	CHRYSLER GROUP LLC
(56) CHRYSLER JEEP TICARET SA 34500 BAHACESEHIR ISTANBUL TU	DISTRIBUTION COMPANY	TU	CHRYSLER GROUP LLC
(57) CHRYSLER JAPAN CO LTD ROPPONGI FIRST BLDG 9-9 ROPPONGI TOKYO 106-8506 JA	DISTRIBUTION COMPANY	JA	CHRYSLER GROUP LLC
(58) CHRYSLER KOREA LTD 14TH FL STAR TOWER 737 YEOKSAM-D KANGNAM-GU,SEOUL KS	DISTRIBUTION COMPANY	KS	CHRYSLER GROUP LLC
(59) CHRYSLER NEDERLAND BV VAN DEVENTERLAAN 50 UTRECHT NL-3528 NL	DISTRIBUTION COMPANY	NL	CHRYSLER GROUP LLC
(60) CHRYSLER NEW ZEALAND LTD 7 CLEMOW DRIVE MOUNT WELLINGTON NZ	DISTRIBUTION COMPANY	NZ	CHRYSLER GROUP LLC
(61) CHRYSLER POLSKA SP ZOO UL GOTTLIEBA DAIMLERA 1 WARSZAWA PL-02-460 PL	DISTRIBUTION COMPANY	PL	CHRYSLER GROUP LLC
(62) CHRYSLER RUSSIA SAO LENINGRADSKIJ PROSPEKT 39A MOSKAU 125-167 RS	DISTRIBUTION COMPANY	RS	CHRYSLER GROUP LLC
(63) CHRYSLER SOUTH AFRICA (PTY) LTD WIERDA ROAD R 576/M 10 WEST CENTURION 0046 SF	DISTRIBUTION COMPANY	SF	CHRYSLER GROUP LLC
(64) CHRYSLER SOUTH EAST ASIA PTE LTD 3 TEMASEK AVENUE SINGAPORE 039190 SN	BUSINESS DISTRIBUTION	SN	CHRYSLER GROUP LLC
(65) CHRYSLER SWEDEN AB BRONSYZEGATAN 15 MALMO S-202 50 SW	DISTRIBUTION COMPANY	SW	CHRYSLER GROUP LLC
(66) CHRYSLER SWITZERLAND GMBH BERNSTRASSE 55 SCHLIEREN CH-8952 SZ	DISTRIBUTION COMPANY	SZ	CHRYSLER GROUP LLC
(67) CHRYSLER UK LTD DELAWARE DRIVE BUCKINGHAMSHIRE MK 15 8BA UK	DISTRIBUTION COMPANY	UK	CHRYSLER GROUP LLC
(68) BANBURY ROAD MOTORS LTD BANBURY ROAD SHIPTON ON CHERWELL KIDLINGTON OX51JH UK	CAR DEALERS	UK	CHRYSLER UK LTD
(69) CHRYSLER UK PENSION TRUSTEES LIMITED DELAWARE DRIVE TONGWELL MILTON KEYNES MK 15 8BA UK	INACTIVE	UK	CHRYSLER UK LTD
(70) NEW CARCO ACQUISITION CANADA LIMITED 100 KING STREET WEST SUITE 400 1 TORONTO,ONTARIOM5K1E6 CA	HOLDING COMPANY	CA	NEW CARCO ACQUISITION CANADA
(71) CJD DO BRASIL COMERCIO DE VEICULOS LTD TORRE A CONJ 401 E 402 PARTE VILA BUARANI,SAN PAULO04311-900 BR	DISTRIBUTION COMPANY	BR	CHRYSLER GROUP LLC
(72) 2204860 ONTARIO INC ONE RIVERSIDE DRIVE WEST WINDSOR,ONTARION9A5K3 CA	INACTIVE	CA	CHRYSLER CANADA INC
(73) 2813009 CANADA INC ONE RIVERSIDE DRIVE WEST WINDSOR,ONTARION9A5K3 CA	INACTIVE	CA	CHRYSLER CANADA INC
(74) 2813017 CANADA INC ONE RIVERSIDE DRIVE WEST WINDSOR,ONTARION9A5K3 CA	INACTIVE	CA	CHRYSLER CANADA INC
(75) CHRYSLER RECEIVABLES 1 INC ONE RIVERSIDE DRIVE WEST WINDSOR,ONTARION9A5K3 CA	LEASING VEHICLES	CA	CHRYSLER CANADA INC
(76) CHRYSLER RECEIVABLES 2 INC ONE RIVERSIDE DRIVE WEST WINDSOR,ONTARION9A5K3 CA	AUTOMOBILE LEASING	CA	CHRYSLER CANADA INC
(77) CHRYSLER LEASE RECEIVABLES 1 INC ONE RIVERSIDE DRIVE WEST WINDSOR,ONTARION9A5K3 CA	AUTOMOBILE LEASING	CA	CHRYSLER CANADA INC
(78) CHRYSLER LEASE RECEIVABLES 2 INC ONE RIVERSIDE DRIVE WEST WINDSOR,ONTARION9A5K3 CA	AUTOMOBILE LEASING	CA	CHRYSLER CANADA INC

Schedule R (Form 990) 2010

Page 3

Part V

Transactions With Related Organizations (Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35, 35A, or 36.)

Note. Complete line 1 if any entity is listed in Parts II, III or IV.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c Gift, grant, or capital contribution from other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Sale of assets to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Purchase of assets from other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Exchange of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Lease of facilities, equipment, or other assets to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets from other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Performance of services or membership or fundraising solicitations for other organization(s) . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations by other organization(s) . . . . . . . . . . . . . . . . . . . . . .

m Sharing of facilities, equipment, mailing lists, or other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

n Sharing of paid employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

o Reimbursement paid to other organization for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

p Reimbursement paid by other organization for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

q Other transfer of cash or property to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

r Other transfer of cash or property from other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of other organization	(b) Transaction type(a-r)	(c) Amount involved	(d) Method of determining amount involved
(1) CHRYSLER GROUP LLC	O	3,418,958	FMV
(2) CHRYSLER GROUP LLC	R	315,000,000	FMV
(3) CHRYSLER GROUP LLC	R	6,920,089,751	FMV
(4)
(5)
(6)

Schedule R (Form 990) 2010

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 37.)

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Are all partners section 501(c)(3) organizations?		(e) Share of end-of-year assets	(f) Disproprtionate allocations?		(g) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(h) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(e) Share of end-of-year assets	Yes	No	(g) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2010

Page 5

Part VII

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule R (see instructions).

Identifier	Return Reference	Explanation
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 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.

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