Form990
Click to see attachment
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 private
foundations)
MediumBullet Do not enter social security numbers on this form as it may be made public.
MediumBullet Information about Form 990 and its instructions is at www.IRS.gov/form990.
OMB No. 1545-0047
2014
Open to Public Inspection
A For the 2014 calendar year, or tax year beginning 01-01-2014 , and ending 12-31-2014
BCheck if applicable:
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 province, country, and ZIP or foreign postal code
DETROIT, MI48207
D Employer identification number

90-0424876
E Telephone number

G Gross receipts $ 118,834,955,469
F Name and address of principal officer:
ROBERT NAFTALY
200 WALKER STREET NO 400
DETROIT,MI48207
I
Tax-exempt status: ( 9 ) LeftBullet (insert no.) or
J
Website:MediumBullet
N/A
H(a)
Is this a group return for
subordinates?
H(b)
Are all subordinates
included?
If "No," attach a list. (see instructions)
H(c)
Group exemption number MediumBullet  
K Form of organization:
 
L Year of formation: 2008
M State of legal domicile: MI
Part I
Summary
Activities & Governance 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 MediumBullet
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 2014 (Part V, line 2a) ...... 5 112
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 23,552,266
Revenues Prior Year Current Year
8 Contributions and grants (Part VIII, line 1h) ......... 0 0
9 Program service revenue (Part VIII, line 2g) ......... 754,015,941 691,859,067
10 Investment income (Part VIII, column (A), lines 3, 4, and 7d ) .... 2,974,730,151 9,166,085,042
11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 21,830,999 32,778,680
12 Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)................... 3,750,577,091 9,890,722,789
Expenses; 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)..... 3,851,178,710 3,840,747,975
15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10) 16,014,618 17,598,822
16a Professional fundraising fees (Part IX, column (A), line 11e)..... 0 0
b Total fundraising expenses (Part IX, column (D), line 25) MediumBullet0    
17 Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e).... 342,573,211 450,758,612
18 Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25) 4,209,766,539 4,309,105,409
19 Revenue less expenses. Subtract line 18 from line 12....... -459,189,448 5,581,617,380
Net Assets or Fund Balances; Beginning of Current Year End of Year
20 Total assets (Part X, line 16)............. 63,171,450,694 62,942,250,299
21 Total liabilities (Part X, line 26)............. 2,341,717,509 3,034,795,134
22 Net assets or fund balances. Subtract line 21 from line 20..... 60,829,733,185 59,907,455,165
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
JumboBullet
Signature of officer Date
JumboBullet
Type or print name and title
Paid Preparer Use Only
Print/Type preparer's name
Preparer's signature
Date
PTIN
Firm's name MediumBullet
Firm's EIN MediumBullet
Firm's address MediumBullet



Phone no.
May the IRS discuss this return with the preparer shown above? (see instructions) ..........
For Paperwork Reduction Act Notice, see the separate instructions.
Cat. No. 11282Y Form 990 (2014)
Form 990 (2014)
Page 2
Part III
Statement of Program Service Accomplishments
Check if Schedule O contains a response or note to any line in this Part III ..............
1
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.
2
Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ......................
If "Yes," describe these new services on Schedule O.
3
Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................
If "Yes," describe these changes on Schedule O.
4
Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations 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 $ 4,309,105,409 including grants of $   ) (Revenue $ 691,859,067 )
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 (NOW KNOWN AS FCA US LLC), ALONG WITH THEIR ELIGIBLE DEPENDENTS. THE TRUST IS AN INDEPENDENT ENTITY AND IS NOT GOVERNED BY, OR A PART OF, THE UAW OR THE AUTO COMPANIES. THIS ARRANGEMENT WAS ESTABLISHED THROUGH A PROVISION IN THE 2007 COLLECTIVE BARGAINING AGREEMENTS BETWEEN THE UAW AND THE THREE AUTO COMPANIES. UNDER THESE AGREEMENTS, ALL OF THE RETIREE HEALTH CARE LIABILITIES WERE TRANSFERRED TO A NEW AND INDEPENDENT VOLUNTARY EMPLOYEES' BENEFICIARY ASSOCIATION (VEBA). THE FEDERAL COURTS APPROVED THESE AGREEMENTS IN A SERIES OF CLASS ACTION SETTLEMENTS, AND THE ARRANGEMENTS WERE ALSO APPROVED BY THE BANKRUPTCY COURTS IN THE GENERAL MOTORS AND CHRYSLER CHAPTER 11 BANKRUPTCY PROCEEDINGS DURING 2009. THE TRUST IS GOVERNED BY AN 11-PERSON COMMITTEE COMPRISED OF FIVE INDEPENDENT MEMBERS AND FIVE INDEPENDENT MEMBERS APPOINTED BY THE UAW. ADDITIONAL SUBCOMMITTEES OF THE COMMITTEE EXIST FOR PLAN ADMINISTRATION, INVESTMENT, AND AUDIT. ALL COMMITTEE MEMBERS AND TRUST STAFF ADHERE TO A STRICT CODE OF ETHICS.THE PURPOSE OF THE TRUST IS TO SERVE AS A SOURCE FOR RETIREE HEALTH CARE COVERAGE FOR ITS MEMBERS. SEPARATE TRUST ACCOUNTS ARE MAINTAINED FOR EACH AUTO PLAN (GM, FORD, AND CHRYSLER) FROM WHICH BENEFITS ARE PAID. WHEN THE TRUST LAUNCHED IN JANUARY 2010, IT BECAME THE LARGEST NON-GOVERNMENTAL PURCHASER OF RETIREE HEALTH CARE IN THE UNITED STATES, PROVIDING HEALTH CARE BENEFITS TO MORE THAN 860,000 PERSONS. IN 2014, THE TRUST PROVIDED COVERAGE FOR APPROXIMATELY 747,000 MEMBERS.THE TRUST CONTINUES TO SERVE ITS MISSION OF PROVIDING HEALTH CARE BENEFITS TO RETIREES AND REVIEWS THE BENEFIT DESIGN EACH YEAR TO MAKE ANY ADJUSTMENTS THAT ARE NECESSARY. IN 2014, THE TRUST PAID MORE THAN $3.8 BILLION IN INDIVIDUAL HEALTH CARE CLAIMS, PREMIUMS, AND FILLING OVER 16 MILLION PRESCRIPTIONS FOR MEMBERS DURING THE PLAN YEAR. RETIREE HEALTH CARE CONNECT, THE CALL CENTER FOR TRUST MEMBERS, HANDLED MORE THAN 294,000 CALLS IN 2014. FOR 2014, THE TRUST MEMBER BENEFITS EXPERIENCED MODEST CHANGES IN COST SHARE LEVELS WHILE AVOIDING INCREASES TO MONTHLY CONTRIBUTIONS, COINSURANCE AND COPAYS FOR OFFICE VISITS, URGENT CARE AND GENERIC PRESCRIPTION MEDICATIONS. THE TRUST ALSO MADE MODIFICATIONS TO SHINGLES VACCINATION COVERAGE TO MAKE THE VACCINE WIDELY ACCESSIBLE FOR MEMBERS. THE VACCINATION WAS ADDED TO THE PHARMACY BENEFIT COVERAGE IN ADDITION TO THE MEDICAL BENEFIT TO REMOVE ACCESS BARRIERS RELATIVE TO SITE OF CARE.A CHOICE OF MEDICAL PLAN OPTIONS IS HIGHLY VALUED BY TRUST MEMBERS. MEDICARE ADVANTAGE PPO PLANS WERE RETAINED IN ALL STATES PREVIOUSLY OFFERED AND NEWLY INTRODUCED IN MICHIGAN. MEDICARE MEMBERS IN 30 STATES NOW HAVE THE OPPORTUNITY TO SELECT A MEDICARE ADVANTAGE PPO PLAN, OFFERING ENHANCED COORDINATION WITH MEDICARE WHILE PROVIDING ADDITIONAL BENEFITS AT A LOWER COST COMPARED TO TRADITIONAL OFFERINGS. THESE PLANS HAVE RECEIVED HIGH SATISFACTION AND RETENTION AMONG MEMBERS WHO HAVE ENROLLED. THE TRUST MEMBERSHIP IS GEOGRAPHICALLY AND DEMOGRAPHICALLY DIVERSE. THE TRUST MAINTAINS ROBUST COMMUNICATION WITH MEMBERSHIP IN ORDER TO OPERATE IN A TRANSPARENT FASHION. THE GOAL IS TO KEEP THE TRUST'S BENEFICIARIES FULLY INFORMED ON THE TRUST ACTIVITIES, AS WELL AS THE BENEFITS PROVIDED BY THE TRUST. THE TRUST CONDUCTED TWO MEMBER RESEARCH PROJECTS TO GAIN INSIGHT OF MEMBER UNDERSTANDING, AWARENESS AND PERCEPTIONS RELATIVE TO THE TRUST, BENEFITS OFFERED AND FACTORS THAT INFLUENCE PLAN SELECTION. THE RESEARCH HAS HELPED ENHANCE THE CLARITY AND READABILITY OF TRUST COMMUNICATIONS AND PRESENTED OPPORTUNITIES TO FURTHER EDUCATE MEMBERS ON A WIDE RANGE OF HEALTH TOPICS. PRINTED MAILINGS WERE DISTRIBUTED BY THE TRUST TO NEARLY 500,000 CONTRACT HOLDER PARTICIPANTS ON TWO (2) OCCASIONS DURING 2014. THESE MAILINGS UPDATED THE TRUST MEMBERSHIP ON BENEFITS PROVIDED BY THE TRUST, AND PROVIDED INFORMATION REGARDING THE TRUST'S FINANCIAL POSITION. THE TRUST IDENTIFIED NEARLY 172,000 MEMBERS WITH SPECIFIC GAPS IN CARE AND SENT TARGETED OUTREACH LETTERS TO ENCOURAGE MEMBERS TO TAKE SPECIFIC PREVENTIVE MEASURES TO IMPROVE THEIR HEALTH STATUS OR HELP MANAGE THEIR CONDITION. IN ADDITION, THE TRUST'S PARTNERS COMMUNICATED DIRECTLY WITH MEMBERS, ON BEHALF OF THE TRUST, DURING THE COURSE OF 2014 REGARDING BENEFITS, PREVENTION, CHRONIC CONDITIONS AND DISEASE MANAGEMENT WHERE APPROPRIATE. THE TRUST CONTINUES TO LEVERAGE COMMUNICATION FORMATS TO COMPLEMENT MAILINGS, INCLUDING THE TRUST-BRANDED WEBSITE (WWW.UAWTRUST.ORG), VIDEOS, AND PRESENTATIONS AT RETIREE MEETINGS THROUGHOUT THE COUNTRY. THE TRUST AND ASSOCIATED PARTNERS CONDUCTED PRESENTATIONS AT 767 MEETINGS WITH AN ESTIMATED OUTREACH TO OVER 100,000 MEMBERS. IN ADDITION TO BENEFIT INFORMATION, SENIOR-CENTRIC HEALTH/WELLNESS INFORMATION SUCH AS MANAGING CHRONIC CONDITIONS, PREVENTIVE VACCINATIONS (FLU, SHINGLES AND PNEUMONIA) AND BLOOD PRESSURE SCREENINGS WERE PROVIDED AT SEVERAL LOCATIONS.
4b (Code:   ) (Expenses $   including grants of $   ) (Revenue $   )
EFFECTIVE JANUARY 1, 2013, THE TRUST ENROLLED ITS MEDICARE PARTICIPANTS IN A MEDICARE PRESCRIPTION DRUG EMPLOYER GROUP WAIVER PLAN (EGWP), PLUS SUPPLEMENTAL WRAP PROGRAM. EGWP IS A FEDERAL SUBSIDY PROGRAM UNDER THE MEDICARE PART D PROGRAM. THE PLAN IS ELIGIBLE FOR EGWP SINCE IT PROVIDES PRESCRIPTION DRUG COVERAGE TO RETIREES, SURVIVING SPOUSES, AND THEIR DEPENDENTS THAT ARE MEDICARE ELIGIBLE PARTICIPANTS.
4c (Code:   ) (Expenses $   including grants of $   ) (Revenue $   )
4d Other program services (Describe in Schedule O.)
(Expenses $   including grants of $   ) (Revenue $   )
4e Total program service expensesMediumBullet4,309,105,409
Form 990 (2014)
Form 990 (2014)
Page 3
Part IV
Checklist of Required Schedules
Yes
No
1
Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule A........................
1
 
No
2
Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? ...
2
 
No
3
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..........
3
 
No
4
Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If "Yes," complete Schedule C, Part II........
4
 
 
5
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............................
5
 
No
6
Did the organization maintain any donor advised funds or any similar funds or accounts for which 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 IClick to see attachment........................
6
 
No
7
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 IIClick to see attachment...
7
 
No
8
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....................
8
 
No
9
Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; 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 IVClick to see attachment..............
9
 
No
10
Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If "Yes," complete Schedule D, Part VClick to see attachment......
10
 
No
11
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.
a
Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If "Yes," complete Schedule D, Part VI.Click to see attachment...................
11a
Yes
 
b
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 VIIClick to see attachment.......
11b
Yes
 
c
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 VIIIClick to see attachment.......
11c
 
No
d
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 IXClick to see attachment............
11d
 
No
e
Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part XClick to see attachment
11e
Yes
 
f
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 XClick to see attachment.........................
11f
Yes
 
12a
Did the organization obtain separate, independent audited financial statements for the tax year?
If "Yes," complete Schedule D, Parts XI and XII Click to see attachment.................
12a
Yes
 
b
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 and XII is optional Click to see attachment
12b
 
No
13
Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," complete Schedule E....
13
 
No
14a
Did the organization maintain an office, employees, or agents outside of the United States?.....
14a
Yes
 
b
Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If "Yes," complete Schedule F, Parts I and IV......... Click to see attachment
14b
Yes
 
15
Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any foreign organization? If “Yes,” complete Schedule F, Parts II and IVClick to see attachment
15
 
No
16
Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to or for foreign individuals? If “Yes,” complete Schedule F, Parts III and IV... Click to see attachment
16
 
No
17
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 (see instructions) ....
17
 
No
18
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............
18
 
No
19
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...................
19
 
No
20a
Did the organization operate one or more hospital facilities? If "Yes," complete Schedule H....
20a
 
No
b
If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return?
20b
 
 
Form 990 (2014)
Form 990 (2014)
Page 4
Part IV
Checklist of Required Schedules (continued)
21
Did the organization report more than $5,000 of grants or other assistance to any domestic organization or domestic government on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II..
21
 
No
22
Did the organization report more than $5,000 of grants or other assistance to or for domestic individuals on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........
22
 
No
23
Did the organization answer "Yes" to Part VII, Section A, line 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
23
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 lines 24b through 24d and complete Schedule K. If “No,” go to line 25a................
24a
 
No
b
Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...
24b
 
 
c
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
 
 
d
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), 501(c)(4), and 501(c)(29) 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
 
 
b
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
 
 
26
Did the organization report any amount on Part X, line 5, 6, or 22 for receivables from or payables to any current or former officers, directors, trustees, key employees, highest compensated employees, or disqualified persons? If "Yes," complete Schedule L, Part II................ Click to see attachment
26
 
No
27
Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If "Yes," complete Schedule L, Part III......... Click to see attachment
27
 
No
28
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
A current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV .......................... Click to see attachment
28a
 
No
b
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
 
No
c
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 direct or indirect owner? If "Yes," complete Schedule L, Part IV... Click to see attachment
28c
Yes
 
29
Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M..
29
 
No
30
Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes," complete Schedule M.............
30
 
No
31
Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N,
Part I...........................
31
 
No
32
Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," complete Schedule N, Part II......................
32
 
No
33
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
33
Yes
 
34
Was the organization related to any tax-exempt or taxable entity? If "Yes," complete Schedule R, Part II, III, or IV, and Part V, line 1........................ Click to see attachment
34
Yes
 
35a
Did the organization have a controlled entity within the meaning of section 512(b)(13)?
35a
Yes
 
b
If ‘Yes’ to line 35a, 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
35b
Yes
 
36
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.............
36
 
 
37
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 VIClick to see attachment
37
 
No
38
Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............
38
Yes
 
Form 990 (2014)
Form 990 (2014)
Page 5
Part V
Statements Regarding Other IRS Filings and Tax Compliance
Check if Schedule O contains a response or note to any line in this Part V ..............
Yes
No
1a
Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..
1a
70
b
Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .
1b
0
c
Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................
1c
Yes
 
2a
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 ..................
2a
112
b
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)
2b
Yes
 
3a
Did the organization have unrelated business gross income of $1,000 or more during the year?...
3a
Yes
 
b
If “Yes,” has it filed a Form 990-T for this year? If “No” to line 3b, provide an explanation in Schedule O...
3b
Yes
 
4a
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, securities account, or other financial account)?..........................
4a
Yes
 
b
If "Yes," enter the name of the foreign country: MediumBulletBR , CI , CH , CO , EZ , DA , EG , GR , HU , IN , ID , IS , JA , MY , MO , NI , PE , RP , PL , RS , KS , TW , TH , TU , AE , UK
See instructions for filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR).
5a
Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..
5a
 
No
b
Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?
5b
 
No
c
If "Yes," to line 5a or 5b, did the organization file Form 8886-T? ............
5c
 
 
6a
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 as charitable contributions?...
6a
 
No
b
If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................
6b
 
 
7
Organizations that may receive deductible contributions under section 170(c).
a
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?....................
7a
 
 
b
If "Yes," did the organization notify the donor of the value of the goods or services provided?.....
7b
 
 
c
Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................
7c
 
 
d
If "Yes," indicate the number of Forms 8282 filed during the year ....
7d
 
e
Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................
7e
 
 
f
Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..
7f
 
 
g
If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................
7g
 
 
h
If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................
7h
 
 
8
Sponsoring organizations maintaining donor advised funds.
Did a donor advised fund maintained by the sponsoring organization have excess business holdings at any time during the year?.........................
8
 
 
9a
Did the sponsoring organization make any taxable distributions under section 4966?...
9a
 
 
b
Did the sponsoring organization make a distribution to a donor, donor advisor, or related person?...
9b
 
 
10
Section 501(c)(7) organizations. Enter:
a
Initiation fees and capital contributions included on Part VIII, line 12 ...
10a
 
b
Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities
10b
 
11
Section 501(c)(12) organizations. Enter:
a
Gross income from members or shareholders .........
11a
 
b
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
 
 
b
If "Yes," enter the amount of tax-exempt interest received or accrued during the year. ....................
12b
 
13
Section 501(c)(29) qualified nonprofit health insurance issuers.
a
Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.
13a
 
 
b
Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....
13b
 
c
Enter the amount of reserves on hand ............
13c
 
14a
Did the organization receive any payments for indoor tanning services during the tax year?.....
14a
 
No
b
If "Yes," has it filed a Form 720 to report these payments? If "No," provide an explanation in Schedule O..
14b
 
 
Form 990 (2014)
Form 990 (2014)
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 or note to any line in this Part VI ..............
Section A. Governing Body and Management
Yes
No
1a
Enter the number of voting members of the governing body at the end of the tax year .....................
1a
11
If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.
b
Enter the number of voting members included in line 1a, above, who are independent ...................
1b
10
2
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? .................
2
Yes
 
3
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? .
3
 
No
4
Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................
4
 
No
5
Did the organization become aware during the year of a significant diversion of the organization’s assets? .
5
 
No
6
Did the organization have members or stockholders? ................
6
 
No
7a
Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................
7a
Yes
 
b
Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................
7b
 
No
8
Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:
a
The governing body? .........................
8a
Yes
 
b
Each committee with authority to act on behalf of the governing body? ............
8b
Yes
 
9
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.......
9
 
No
Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)
Yes
No
10a
Did the organization have local chapters, branches, or affiliates? ............
10a
 
No
b
If "Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?
10b
 
 
11a
Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................
11a
Yes
 
b
Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....
12a
Did the organization have a written conflict of interest policy? If "No," go to line 13.......
12a
Yes
 
b
Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................
12b
Yes
 
c
Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe in Schedule O how this was done.......................
12c
Yes
 
13
Did the organization have a written whistleblower policy? ...............
13
Yes
 
14
Did the organization have a written document retention and destruction policy? .........
14
Yes
 
15
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?
a
The organization’s CEO, Executive Director, or top management official ...........
15a
Yes
 
b
Other officers or key employees of the organization ................
15b
Yes
 
If "Yes" to line 15a or 15b, 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
 
No
b
If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............
16b
 
 
Section C. Disclosure
17
List the States with which a copy of this Form 990 is required to be filedMediumBullet
AZ , CA , FL , IN , MI , NY , NC
18
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 made these available. Check all that apply.
19
Describe in Schedule O whether (and if so, how) the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.
20
State the name, address, and telephone number of the person who possesses the organization's books and records:
MediumBulletMARY BETH KUDERIK

200 WALKER STREET SUITE 400
DETROIT,MI48207 (313) 324-5900
Form 990 (2014)
Form 990 (2014)
Page 7
Part VII
Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors
Check if Schedule O contains a response or note to any line 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. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

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

RoundBullet 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.

RoundBullet 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 organization compensated any current officer, director, or trustee.
(A)
Name and Title 		(B)
Average hours per week (list any hours for related organizations below dotted line) 		(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee) 		(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
Individual Trustee or Director; Institutional Trustee; OfficerInd; Key Employee; Highest compensated employee; FormerOfcrDirectorTrusteeInd;
(1) ROBERT NAFTALY........................................................................
COMMITTEE CHAIR
 4.00
.......................   		X           60,172 0 0
(2) JOE ASHTON........................................................................
COMMITTEE MEMBER
 2.00
.......................   		X           8,550 0 0
(3) ADAM BLUMENTHAL........................................................................
COMMITTEE MEMBER
 4.00
.......................   		X           54,732 0 0
(4) CINDY ESTRADA - BEG 062014........................................................................
COMMITTEE MEMBER
 2.00
.......................   		X           0 0 0
(5) TERESA GHILARDUCCI........................................................................
COMMITTEE MEMBER
 2.00
.......................   		X           63,384 0 0
(6) GENERAL HOLIEFIELD - END 62014........................................................................
COMMITTEE MEMBER
 2.00
.......................   		X           0 0 0
(7) NORWOOD JEWELL - BEG 062014........................................................................
COMMITTEE MEMBER
 2.00
.......................   		X           0 0 0
(8) ROBERT KING - END 062014........................................................................
COMMITTEE MEMBER
 2.00
.......................   		X           0 0 0
(9) DAVID BAKER LEWIS........................................................................
COMMITTEE MEMBER
 2.00
.......................   		X           53,488 0 0
(10) WILLIAM PATTERSON........................................................................
COMMITTEE MEMBER
 2.00
.......................   		X           53,024 0 0
(11) JAMES SETTLES........................................................................
COMMITTEE MEMBER
 2.00
.......................   		X           0 0 0
(12) DENNIS WILLIAMS........................................................................
COMMITTEE MEMBER
 2.00
.......................   		X           0 0 0
(13) DOUGLAS WOLL........................................................................
COMMITTEE MEMBER
 2.00
.......................   		X           48,119 0 0
(14) STATE STREET BANK TRUST
 
INSTITUTIONAL TRUSTEE
 2.00
.......................   		  X         0 0 0
(15) KENNETH FRIER - END 91514........................................................................
CHIEF INVESTMENT OFFICER
 60.00
.......................   		    X       1,002,028 0 21,458
(16) MARY BETH KUDERIK........................................................................
CHIEF FINANCIAL OFFICER
 60.00
.......................   		    X       386,567 0 30,075
(17) FRANCINE PARKER........................................................................
CHIEF EXECUTIVE OFFICER
 60.00
.......................   		    X       419,499 0 29,119
Form 990 (2014)
Form 990 (2014)
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 (list any hours for related organizations below dotted line) 		(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee) 		(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
Individual Trustee or Director; Institutional Trustee; OfficerInd; Key Employee; Highest compensated employee; FormerOfcrDirectorTrusteeInd;
(18) AVTAR VASU - BEG 91614........................................................................
INTERIM CIO
 60.00
.......................   		    X       781,378 0 492,338
(19) JAMES CHERUNDOLO........................................................................
DIRECTOR, CARRIER MGMT AND STRATEGY
 60.00
.......................   		      X     195,612 0 23,529
(20) LINDA DENOMME........................................................................
GENERAL COUNSEL
 60.00
.......................1.00 		      X     208,249 0 23,468
(21) GARON MEIKLE........................................................................
CONTROLLER
 60.00
.......................1.00 		      X     206,377 0 32,662
(22) SCOTT LUPKAS........................................................................
MANAGING DIRECTOR
 60.00
.......................   		        X   593,842 0 396,643
(23) BENJAMIN COTTON........................................................................
MANAGING DIRECTOR
 60.00
.......................   		        X   489,878 0 271,260
(24) FRANCOIS GAGNON........................................................................
SR MANAGING DIRECTOR
 60.00
.......................   		        X   350,324 0 397,657
(25) ROBERT MACARTHUR........................................................................
MANAGING DIRECTOR, RISK MANAGER
 60.00
.......................1.00 		        X   349,476 0 34,321
(26) BRIAN GIMOTTY........................................................................
DIRECTOR, PRIVATE EQUITY
 60.00
.......................   		        X   293,510 0 207,616








1b Sub-Total................MediumBullet
c Total from continuation sheets to Part VII, Section A....MediumBullet
d Total (add lines 1b and 1c)............MediumBullet 5,618,209 0 1,960,146
2
Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organizationMediumBullet45
Yes
No
3
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 ..............
3
 
No
4
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...........................
4
Yes
 
5
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 ........
5
 
No
Section B. Independent Contractors
1
Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.
(A)
Name and business address 		(B)
Description of services 		(C)
Compensation
BLUE CROSS BLUE SHIELD OF MICHIGAN

PO BOX 77000
DETROIT,MI482770017 		CLAIMS ADMINISTRATION 131,934,842
EXPRESS SCRIPTS

3585 ATLANTA AVENUE
HAPEVILE,GA30354 		CLAIMS ADMINISTRATION 38,060,731
BROCK FIDUCIARY SERVICES LLC

622 THIRD AVENUE FLOOR 12
NEW YORK,NY10017 		FIDUCARY SERVICES 28,064,632
DELTA DENTAL OF MICHIGAN

16082 COLLECTION CENTER DRIVE
CHICAGO,IL606930001 		CLAIMS ADMINISTRATION 11,286,318
AON HEWITT (FKA HEWITT & ASSOCIATES L

PO BOX 95135
CHICAGO,IL606945135 		CONSULTANT, TPA 10,940,274
2
Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization MediumBullet74
Form 990 (2014)
Form 990 (2014)
Page 9
Part VIII
Statement of Revenue
Check if Schedule O contains a response or note to any line in this Part VIII .............
(A)
Total revenue 		(B)
Related or
exempt
function
revenue 		(C)
Unrelated
business
revenue 		(D)
Revenue
excluded from
tax under sections
512-514
Contributions, Gifts, GrantAmt and OtherAmt Similar Amounts 1a Federated campaigns..1a  
b Membership dues....1b  
c Fundraising events....1c  
d Related organizations...1d  
e Government grants (contributions)1e  
f All other contributions, gifts, grants, and
similar amounts not included above1f 		 
g Noncash contributions included in lines
1a-1f:$ 		 
h Total. Add lines 1a-1f.......MediumBullet  
Program Service RevenueAmt Business Code
2a EGWP FEDERAL SUBSIDY 525100 569,015,853 569,015,853    
b PARTICIPANT CONTRIBUTI 525100 122,843,214 122,843,214    
c
d
e
f All other program service revenue .        
g Total. Add lines 2a–2f........MediumBullet 691,859,067
OtherAmt RevenueAmt 3 Investment income (including dividends, interest, and other similar amounts).......MediumBullet 1,567,584,633     1,567,584,633
4 Income from investment of tax-exempt bond proceeds..MediumBullet        
5 Royalties...........MediumBullet        
(i) Real (ii) Personal
6a Gross rents    
b Less: rental expenses    
c Rental income or (loss)    
d Net rental income or (loss).......MediumBullet        
(i) Securities (ii) Other
7a Gross amount from sales of assets other than inventory 116,542,732,289 800
b Less: cost or other basis and sales expenses 108,944,232,680 0
c Gain or (loss) 7,598,499,609 800
d Net gain or (loss)..........MediumBullet 7,598,500,409     7,598,500,409
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..MediumBullet      
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...MediumBullet        
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..MediumBullet        
Miscellaneous Revenue Business Code
11a OTHER INV. INCOME 525100 32,778,680     32,778,680
b            
c            
d All other revenue ....        
e Total. Add lines 11a–11d ...... MediumBullet 32,778,680
12 Total revenue. See Instructions......MediumBullet 9,890,722,789 691,859,067 0 9,198,863,722
Form 990 (2014)
Form 990 (2014)
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).Check if Schedule O contains a response or note to any line in this Part IX ...............
Do not include amounts reported on lines 6b,
7b, 8b, 9b, and 10b of Part VIII. 		(A)
Total expenses 		(B)
Program service expenses 		(C)
Management and general expenses 		(D)
Fundraising expenses
1 Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....    
2 Grants and other assistance to domestic individuals. See Part IV, line 22 ....    
3 Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16 ............    
4 Benefits paid to or for members .... 3,840,747,975  
5 Compensation of current officers, directors, trustees, and key employees .... 3,541,179      
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 .... 11,440,317      
8 Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) .... 664,178      
9 Other employee benefits ....... 1,114,526      
10 Payroll taxes ........... 838,622      
11 Fees for services (non-employees):        
a Management ......        
b Legal ......... 3,973,681      
c Accounting ........... 2,853,848      
d Lobbying ...........        
e Professional fundraising services. See Part IV, line 17    
f Investment management fees ...... 133,675,694      
g Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) .... 237,895,895      
12 Advertising and promotion ....        
13 Office expenses ....... 680,315      
14 Information technology ...... 1,583,384      
15 Royalties ..        
16 Occupancy ........... 782,834      
17 Travel ............ 542,507      
18 Payments of travel or entertainment expenses for any federal, state, or local public officials ......        
19 Conferences, conventions, and meetings .... 78,323      
20 Interest ...........        
21 Payments to affiliates .......        
22 Depreciation, depletion, and amortization ..... 1,076,005      
23 Insurance .............. 3,166,929      
24 Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a ACA FEES 29,045,451      
b LIQUID INV. FOREIGN TAX 13,616,070      
c UBI TAXES 11,150,250      
d INVESTMENT FUND EXPENSE 9,861,259      
e All other expenses 776,167      
25 Total functional expenses. Add lines 1 through 24e 4,309,105,409      
26 Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here MediumBullet if following SOP 98-2 (ASC 958-720).        
Form 990 (2014)
Form 990 (2014)
Page 11
Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X ..............
(A)
Beginning of year 		(B)
End of year
Assets 1 Cash–non-interest-bearing .............   1  
2 Savings and temporary cash investments ......... 2,778,360,126 2 6,317,254,074
3 Pledges and grants receivable, net ...........   3  
4 Accounts receivable, net ............. 564,835,355 4 529,682,307
5 Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
Schedule L ..................
  5  
6 Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
  6  
7 Notes and loans receivable, net ............. 7,256,342 7 501,104,520
8 Inventories for sale or use ..............   8  
9 Prepaid expenses and deferred charges .......... 3,386,052 9 3,498,970
10a Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D 10a 6,118,740
b Less: accumulated depreciation ..... 10b 2,339,483 3,123,675 10c 3,779,257
11 Investments—publicly traded securities .......... 23,064,115,277 11 38,419,522,139
12 Investments—other securities. See Part IV, line 11 ..... 35,928,437,606 12 15,538,496,601
13 Investments—program-related. See Part IV, line 11 .....   13  
14 Intangible assets ...............   14  
15 Other assets. See Part IV, line 11 ........... 821,936,261 15 1,628,912,431
16 Total assets. Add lines 1 through 15 (must equal line 34)...... 63,171,450,694 16 62,942,250,299
Liabilities 17 Accounts payable and accrued expenses ......... 322,912,422 17 276,587,218
18 Grants payable .................   18  
19 Deferred revenue ................ 238,089 19 245,447
20 Tax-exempt bond liabilities .............   20  
21 Escrow or custodial account liability. Complete Part IV of Schedule D..   21  
22 Loans and other 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 (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D.................... 2,018,566,998 25 2,757,962,469
26 Total liabilities. Add lines 17 through 25......... 2,341,717,509 26 3,034,795,134
Net Assets or Fund Balance Organizations that follow SFAS 117 (ASC 958), check here MediumBullet 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 (ASC 958), check here MediumBullet 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 60,829,733,185 32 59,907,455,165
33 Total net assets or fund balances ........... 60,829,733,185 33 59,907,455,165
34 Total liabilities and net assets/fund balances ........ 63,171,450,694 34 62,942,250,299
Form 990 (2014)
Form 990 (2014)
Page 12
Part XI
Reconcilliation of Net Assets
Check if Schedule O contains a response or note to any line in this Part XI ..............
1
Total revenue (must equal Part VIII, column (A), line 12) ............
1
9,890,722,789
2
Total expenses (must equal Part IX, column (A), line 25) ............
2
4,309,105,409
3
Revenue less expenses. Subtract line 2 from line 1 ..............
3
5,581,617,380
4
Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..
4
60,829,733,185
5
Net unrealized gains (losses) on investments ...............
5
-6,503,895,400
6
Donated services and use of facilities .................
6
 
7
Investment expenses .....................
7
 
8
Prior period adjustments .....................
8
 
9
Other changes in net assets or fund balances (explain in Schedule O) ........
9
0
10
Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))
10
59,907,455,165
Part XII
Financial Statements and Reporting
Check if Schedule O contains a response or note to any line in this Part XII .............
Yes
No
1
Accounting method used to prepare the Form 990:  
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.
2a
Were the organization’s financial statements compiled or reviewed by an independent accountant?
2a
 
No
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:
b
Were the organization’s financial statements audited by an independent accountant?
2b
Yes
 
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:
c
If "Yes," to line 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?
2c
Yes
 
If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.
3a
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? .................
3a
 
No
b
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.
3b
 
 
Form 990 (2014)
Form 990 (2014)
Page 13
Form 990, Special Condition Description:
Special Condition Description
Form 990 (2014)
Form 990 (2014)
Page 14
Additional Data


Software ID:  
Software Version:  
SCHEDULE D
(Form 990)
Department of the Treasury
Internal Revenue Service
Supplemental Financial Statements
SchDMd Bullet Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b.
SchDMd Bullet Attach to Form 990.
Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2014
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 value of contributions to (during year)    
3 Aggregate value of grants from (during year)    
4 Aggregate value at end of year ........    
5
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? ............
6
Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can 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? ...................................
Part II
Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.
1
Purpose(s) of conservation easements held by the organization (check all that apply).
2
Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.
Held at the End of the 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, and not on a historic structure listed in the National Register .................... 2d  
3
Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet  
4
Number of states where property subject to conservation easement is located SchDMd Bullet  
5
Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................
6
Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet  
7
Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet $  
8
Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................
9
In Part XIII, 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.
1a
If the organization elected, as permitted under SFAS 116 (ASC 958), 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 XIII, the text of the footnote to its financial statements that describes these items.
b
If the organization elected, as permitted under SFAS 116 (ASC 958), 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)
Revenue included in Form 990, Part VIII, line 1 ........................SchDMd Bullet $  
(ii)
Assets included in Form 990, Part X ..............................SchDMd Bullet $  
2
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 (ASC 958) relating to these items:
a
Revenue included in Form 990, Part VIII, line 1 ..........................SchDMd Bullet $  
b
Assets included in Form 990, Part X ...............................SchDMd Bullet $  
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 52283D
Schedule D (Form 990) 2014

Schedule D (Form 990) 2014
Page 2
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)
3
Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):
a
d
b
e
 
c
4
Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.
5
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?........
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.
1a
Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................
b
If "Yes," explain the arrangement in Part XIII and complete the following table:
Amount
c Beginning balance ................................. 1c  
d Additions during the year .............................. 1d  
e Distributions during the year ............................. 1e  
f Ending balance ................................... 1f  
2a
Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability?
b
If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII .......
Part V
Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.
(a)Current year (b)Prior year b (c)Two years back (d)Three years back (e)Four years back
1a Beginning of year balance ....          
b Contributions ........          
c Net investment earnings, gains, and losses          
d Grants or scholarships .....          
e Other expenditures for facilities
and programs ........ 		         
f Administrative expenses ....          
g End of year balance ......          
2
Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:
a
Board designated or quasi-endowment SchDMd Bullet  
b
Permanent endowment SchDMd Bullet  
c
Temporarily restricted endowment SchDMd Bullet  
The percentages in lines 2a, 2b, and 2c should equal 100%.
3a
Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes
No
(i) unrelated organizations ........................
3a(i)
 
 
(ii) related organizations ........................
3a(ii)
 
 
b
If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........
3b
 
 
4
Describe in Part XIII the intended uses of the organization's endowment funds.
Part VI
Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.
Description of property (a) Cost or other basis (investment) (b)Cost or other basis (other) (c) Accumulated depreciation (d) Book value
1a Land .................      
b Buildings ................        
c Leasehold improvements ............   423,095 189,481 233,614
d Equipment ................   42,462 18,347 24,115
e Other .................   5,653,183 2,131,655 3,521,528
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......SchDMdBullet 3,779,257
Schedule D (Form 990) 2014

Schedule D (Form 990) 2014
Page 3
Part VII
Investments—Other Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. 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 		4,892,636,500 F

(B) HEDGE FUNDS 		3,803,134,214 F

(C) LIQUID ASSET PARTNERS 		4,336,020,975 F

(D) REAL ASSETS 		353,781,514 F

(E) REAL ESTATE 		856,855,646 F

(F) PRIVATE EQUITY 		1,225,700,354 F

(G) INVESTMENT IN FOREIGN HOLDING COMPANIES 		70,367,398 F


Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)Small Bullet 15,538,496,601
Part VIII
Investments—Program Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.
(a) Description of investment (b) Book value (c) Method of valuation:
Cost or end-of-year market value








Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)Small Bullet  
Part IX
Other Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.
(a) Description (b) Book value








Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........Small Bullet  
Part X
Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.
1.(a) Description of liability (b) Book value
Federal income taxes  
ADVANCED CONTRIBUTIONS AND ALLOWANCE CREDITS 104,166
PAYABLE TO BROKER FOR SECURITIES PURCHASED 2,577,115,415
OBLIGATIONS UNDER SECURITY LENDING 158,000,000
OTHER INVESTMENT PAYABLE 2,609,891
ACA FEES PAYABLE 20,132,997




Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)Small Bullet 2,757,962,469
2. Liability for uncertain tax positions. In Part XIII, 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 (ASC 740). Check here if the text of the footnote has been provided in Part XIII
Schedule D (Form 990) 2014

Schedule D (Form 990) 2014
Page 4
Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1 Total revenue, gains, and other support per audited financial statements ....... 1 3,222,467,696
2 Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a Net unrealized gains (losses) on investments .... 2a -6,503,892,599
b Donated services and use of facilities ......... 2b  
c Recoveries of prior year grants ........... 2c  
d Other (Describe in Part XIII.) ............ 2d -164,362,494
e Add lines 2a through 2d ..................... 2e -6,668,255,093
3 Subtract line 2e from line 1..................... 3 9,890,722,789
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 XIII.) ........... 4b  
c Add lines 4a and 4b....................... 4c 0
5 Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ...... 5 9,890,722,789
Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1 Total expenses and losses per audited financial statements ........... 1 4,156,031,372
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 XIII.) ............ 2d -153,074,037
e Add lines 2a through 2d...................... 2e -153,074,037
3 Subtract line 2e from line 1..................... 3 4,309,105,409
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 XIII.) ............ 4b  
c Add lines 4a and 4b....................... 4c 0
5 Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ...... 5 4,309,105,409
Part XIII
Supplemental Information
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, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.
Return Reference Explanation
PART X, LINE 2: U.S. GAAP REQUIRE TRUST MANAGEMENT TO EVALUATE TAX POSITIONS TAKEN BY THE TRUST AND RECOGNIZE A TAX LIABILITY (OR ASSET) IF THE TRUST HAS TAKEN AN UNCERTAIN POSITION THAT MORE LIKELY THAN NOT WOULD NOT BE SUSTAINED UPON EXAMINATION BY THE U.S. GOVERNMENT AND STATE OF MICHIGAN (OR OTHER STATES APPLICABLE).
PART XI, LINE 2D - OTHER ADJUSTMENTS: UK HOLDING COMPANY NET REVENUES -11,111,979. INVESTMENT RELATED EXPENSES -153,249,715. GAIN ON SALE OF ASSETS -800.
PART XII, LINE 2D - OTHER ADJUSTMENTS: INVESTMENT RELATED EXPENSES -153,249,715. GAIN ON SALE OF ASSETS -800. UK HOLDING COMPANY EXPENSES 176,478.
Schedule D (Form 990) 2014

Additional Data


Software ID:  
Software Version:  




SCHEDULE F(Form 990)
Department of the Treasury
Internal Revenue Service
Statement of Activities Outside the United States
Right pointing arrow large image Complete if the organization answered "Yes" to Form 990,Part IV, line 14b, 15, or 16.Right pointing arrow large image Attach to Form 990.Right pointing arrow large image Information about Schedule F (Form 990) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2014
Open to Public Inspection
Name of the organization
UAW RETIREE MEDICAL BENEFITS TRUST
 
Employer identification number

90-0424876
Part I
General Information on Activities Outside the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 14b.
1
For grantmakers. Does the organization maintain records to substantiate the amount of its grants
and other assistance, the grantees’ eligibility for the grants or assistance, and the selection criteria
used to award the grants or assistance? ...........................
2
For grantmakers. Describe in Part V the organization’s procedures for monitoring the use of its grants and other assistance outside the United States.
3
Activites per Region. (The following Part I, line 3 table can be duplicated if additional space is needed.)
(a) Region (b) Number of offices in the region (c) Number of employees, agents, and independent contractors in region (d) Activities conducted in region (by type) (e.g., fundraising, program services, investments, grants to recipients located in the region) (e) If activity listed in (d) is a program service, describe specific type of
service(s) in region		 (f) Total expenditures
for and investments
in region
EUROPE (INCLUDING ICELAND & GREENLAND) - ALBANIA, ANDORRA, AUSTRIA, BELGIUM 0 0 INVESTMENTS   2,019,779,269
CENTRAL AMERICA & THE CARIBBEAN 0 0 INVESTMENTS   4,113,959,435
EAST ASIA AND THE PACIFIC - AUSTRALIA, BRUNEI, BURMA, CAMBODIA, 0 0 INVESTMENTS   160,319,057
EAST ASIA AND THE PACIFIC 0 1 INVESTMENTS   41,160
           
           
           
           
           
           
           
           
           
           
           
           
           
3a Sub-total ..... 0 1 6,294,098,921
b Total from continuation sheets to Part I ... 0 0 0
c Totals (add lines 3a and 3b) 0 1 6,294,098,921
For Paperwork Reduction Act Notice, see the Instructions for Form 990.Cat. No. 50082W Schedule F (Form 990) 2014
Schedule F (Form 990) 2014
Page 2
Part II
Grants and Other Assistance to Organizations or Entities Outside the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 15, for any recipient who received more than $5,000. Part II can be duplicated if additional space is needed.
1 (a) Name of organization (b) IRS code section
and EIN (if applicable)		 (a)(c) Region (b)(d) Purpose of
grant 		(e) Amount of
cash grant 		(f) Manner of
cash
disbursement 		(g) Amount
of non-cash
assistance 		(h) Description
of non-cash
assistance 		(i) Method of
valuation
(book, FMV,
appraisal, other)
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
2 Enter total number of recipient organizations listed above that are recognized as charities by the foreign country, recognized as tax-exempt by the IRS, or for which the grantee or counsel has provided a section 501(c)(3) equivalency letter ....MediumBullet
 
3
Enter total number of other organizations or entities .......................MediumBullet
 
Schedule F (Form 990) 2014
Schedule F (Form 990) 2014Page 3
Part III
Grants and Other Assistance to Individuals Outside the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 16.
Part III can be duplicated if additional space is needed.
(a) Type of grant or assistance (b) Region (c) Number of recipients (d) Amount of
cash grant 		(e) Manner of cash
disbursement 		(f) Amount of
non-cash
assistance 		(g) Description
of non-cash
assistance 		(h) Method of
valuation
(book, FMV,
appraisal, other)
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
Schedule F (Form 990) 2014
Schedule F (Form 990) 2014
Page 4
Part IV
Foreign Forms
1 Was the organization a U.S. transferor of property to a foreign corporation during the tax year? If "Yes,"the organization may be required to file Form 926, Return by a U.S. Transferor of Property to a Foreign Corporation (see Instructions for Form 926)......................................
2 Did the organization have an interest in a foreign trust during the tax year? If "Yes," the organization may be required to file Form 3520, Annual Return to Report Transactions with Foreign Trusts and Receipt of Certain Foreign Gifts, and/or Form 3520-A, Annual Information Return of Foreign Trust With a U.S. Owner (see Instructions for Forms 3520 and 3520-A; do not file with Form 990)............................
3 Did the organization have an ownership interest in a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations. (see Instructions for Form 5471)..............................
4 Was the organization a direct or indirect shareholder of a passive foreign investment company or a qualified electing fund during the tax year? If “Yes,” the organization may be required to file Form 8621, Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund. (see Instructions for Form 8621)...............................................
5 Did the organization have an ownership interest in a foreign partnership during the tax year? If "Yes," the organization may be required to file Form 8865, Return of U.S. Persons with Respect to Certain Foreign Partnerships. (see Instructions for Form 8865)....................................
6 Did the organization have any operations in or related to any boycotting countries during the tax year? If "Yes," the organization may be required to file Form 5713, International Boycott Report (see Instructions for Form 5713; do not file with Form 990).....................................
Schedule F (Form 990) 2014
Schedule F (Form 990) 2014
Page 5
Part V
Supplemental Information
Provide the information required by Part I, line 2 (monitoring of funds); Part I, line 3, column (f) (accounting method; amounts of investments vs. expenditures per region); Part II, line 1 (accounting method); Part III (accounting method); and Part III, column (c) (estimated number of recipients), as applicable. Also complete this part to provide any additional information (see instructions).
ReturnReference Explanation
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
Schedule F (Form 990) 2014
Additional Data


Software ID:  
Software Version:  



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, line 23.
SchJMediumBullet Attach to Form 990.
SchJMediumBullet Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2014
Open to Public Inspection
Name of the organization
UAW RETIREE MEDICAL BENEFITS TRUST
 
Employer identification number

90-0424876
Part I
Questions Regarding Compensation
Yes
No
1a
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.
b
If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....
1b
 
 
2
Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..
2
 
 
3
Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.
4
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:
a
Receive a severance payment or change-of-control payment? ................
4a
Yes
 
b
Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........
4b
 
No
c
Participate in, or receive payment from, an equity-based compensation arrangement? .........
4c
 
No
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), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.
5
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:
a
The organization? ...........................
5a
 
 
b
Any related organization? .........................
5b
 
 
If "Yes," to line 5a or 5b, describe in Part III.
6
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:
a
The organization? ...........................
6a
 
 
b
Any related organization? .........................
6b
 
 
If "Yes," to line 6a or 6b, describe in Part III.
7
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 ............
7
 
 
8
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 Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................
8
 
 
9
If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................
9
 
 
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50053T
Schedule J (Form 990) 2014

Schedule J (Form 990) 2014
Page 2
Part II
Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is 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) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.
(A) Name and Title (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 in column(B) reported as deferred in prior Form 990
(i) Base compensation (ii) Bonus & incentive compensation (iii) Other reportable compensation
1KENNETH FRIER - END 91514CHIEF INVESTMENT OFFICER (i)
(ii)		 354,303
...............................
0 		500,000
...............................
0 		147,725
...............................
0 		14,167
...............................
0 		7,291
...............................
0 		1,023,486
...............................
0 		0
...............................
0
2MARY BETH KUDERIKCHIEF FINANCIAL OFFICER (i)
(ii)		 383,729
...............................
0 		0
...............................
0 		2,838
...............................
0 		23,000
...............................
0 		7,075
...............................
0 		416,642
...............................
0 		0
...............................
0
3FRANCINE PARKERCHIEF EXECUTIVE OFFICER (i)
(ii)		 415,143
...............................
0 		0
...............................
0 		4,356
...............................
0 		23,000
...............................
0 		6,119
...............................
0 		448,618
...............................
0 		0
...............................
0
4AVTAR VASU - BEG 91614INTERIM CIO (i)
(ii)		 420,388
...............................
0 		360,000
...............................
0 		990
...............................
0 		485,659
...............................
0 		6,679
...............................
0 		1,273,716
...............................
0 		0
...............................
0
5JAMES CHERUNDOLODIRECTOR, CARRIER MGMT AND STRATEGY (i)
(ii)		 176,590
...............................
0 		0
...............................
0 		19,022
...............................
0 		9,991
...............................
0 		13,538
...............................
0 		219,141
...............................
0 		0
...............................
0
6LINDA DENOMMEGENERAL COUNSEL (i)
(ii)		 207,327
...............................
0 		0
...............................
0 		922
...............................
0 		23,000
...............................
0 		468
...............................
0 		231,717
...............................
0 		0
...............................
0
7GARON MEIKLECONTROLLER (i)
(ii)		 205,996
...............................
0 		0
...............................
0 		381
...............................
0 		17,500
...............................
0 		15,162
...............................
0 		239,039
...............................
0 		0
...............................
0
8SCOTT LUPKASMANAGING DIRECTOR (i)
(ii)		 333,182
...............................
0 		260,000
...............................
0 		660
...............................
0 		380,026
...............................
0 		16,617
...............................
0 		990,485
...............................
0 		0
...............................
0
9BENJAMIN COTTONMANAGING DIRECTOR (i)
(ii)		 301,291
...............................
0 		187,687
...............................
0 		900
...............................
0 		255,911
...............................
0 		15,349
...............................
0 		761,138
...............................
0 		0
...............................
0
10FRANCOIS GAGNONSR MANAGING DIRECTOR (i)
(ii)		 348,806
...............................
0 		0
...............................
0 		1,518
...............................
0 		381,040
...............................
0 		16,617
...............................
0 		747,981
...............................
0 		0
...............................
0
11ROBERT MACARTHURMANAGING DIRECTOR, RISK MANAGER (i)
(ii)		 348,816
...............................
0 		0
...............................
0 		660
...............................
0 		17,500
...............................
0 		16,821
...............................
0 		383,797
...............................
0 		0
...............................
0
12BRIAN GIMOTTYDIRECTOR, PRIVATE EQUITY (i)
(ii)		 247,236
...............................
0 		45,500
...............................
0 		774
...............................
0 		190,999
...............................
0 		16,617
...............................
0 		501,126
...............................
0 		0
...............................
0
Schedule J (Form 990) 2014

Schedule J (Form 990) 2014
Page 3
Part III
Supplemental Information
Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.
Return Reference Explanation
PART I, LINE 4A KEN FRIER RECEIVED SEVERANCE PAYMENT OF $145,833 IN 2014.
PART II: ELIGIBLE EXECUTIVES PARTICIPATE IN A PROGRAM THAT PROVIDES PERFORMANCE-BASED INCENTIVE. DUE TO THE SUBSTANTIAL RISK OF FORFEITURE PROVISION, THERE IS NO GUARANTEE THAT THESE EXECUTIVES WILL EVER RECEIVE ANY DEFERRED PORTION OF THE INCENTIVE. ANY AMOUNT ULTIMATELY PAID TO THE EXECUTIVE IS REPORTED AS COMPENSATION ON SCHEDULE J, PART II, COLUMN B IN THE YEAR PAID. THE ORGANIZATION CONTRIBUTED TO UAW RETIREE MEDICAL BENEFITS TRUST INVESTMENT STAFF INCENTIVE COMPENSATION PLAN AND THE FOLLOWING INDIVIDUALS RECEIVED PAYMENT. THIS IS REPORTED AS DEFERRED COMPENSATION ON SCHEDULE J, PART II, COLUMN D: AVTAR VASU - 468,159 SCOTT LUPKAS: 362,526 BENJAMIN COTTON: 243,823 FRANCOIS GAGNON: 381,040 BRIAN GIMOTTY: 183,471
Schedule J (Form 990) 2014

Additional Data


Software ID:  
Software Version:  
Schedule L
(Form 990 or 990-EZ)
Department of the Treasury
Internal Revenue Service
Transactions with Interested Persons
MediumBullet 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, line 38a or 40b.
MediumBullet Attach to Form 990 or Form 990-EZ.
MediumBulletInformation about Schedule L (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2014
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), section 501(c)(4), and 501(c)(29) 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) Relationship between disqualified person and organization (c) Description of transaction (d) Corrected?
Yes No





2
Enter the amount of tax incurred by organization managers or disqualified persons during the year under section 4958. ........................... Bullet Image$
 
3
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-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22
(a) Name of interested person (b) Relationship with organization (c) Purpose of loan (d) Loan to or from the organization? (e)Original principal amount (f)Balance due (g) In default? (h) Approved by board or committee? (i)Written agreement?
To From Yes No Yes No Yes No
Total ......Small Bullet $  
Part III
Grants or Assistance Benefiting 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 assistance (d) Type of assistance (e) Purpose of assistance
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 50056A
Schedule L (Form 990 or 990-EZ) 2014
Schedule L (Form 990 or 990-EZ) 2014
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?
Yes No
(1) BCBS OF MICHIGAN
  		COMMON DIRECTOR 131,934,842 CLAIMS ADMINISTRATION   No
Part V
Supplemental Information
Provide additional information for responses to questions on Schedule L (see instructions).
Return Reference Explanation
FORM 990, SCHEDULE L, PART IV JAMES SETTLES IS 1 OF 11 DIRECTORS OF THE UAW RETIREE MEDICAL BENEFITSTRUST (THE "TRUST"), AND 1 OF 33 DIRECTORS OF BLUE CROSS BLUE SHIELD OFMICHIGAN.
Schedule L (Form 990 or 990-EZ) 2014

Additional Data


Software ID:  
Software Version:  




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 990-EZ or to provide any additional information.
MediumBullet Attach to Form 990 or 990-EZ.
MediumBullet Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.
OMB No. 1545-0047
2014
Open to Public
Inspection
Name of the organization
UAW RETIREE MEDICAL BENEFITS TRUST
 
Employer identification number

90-0424876
Return Reference Explanation
FORM 990, PART VI, SECTION A, LINE 2 JIM SETTLES IS 1 OF 11 DIRECTORS OF THE UAW RETIREE MEDICAL BENEFITS TRUST ("RMBT"), AND 1 OF 33 DIRECTORS OF BLUE CROSS BLUE SHIELD OF MICHIGAN RMBT TRUSTEES NORWOOD JEWELL, DENNIS WILLIAMS, JAMES SETTLES, CINDY ESTRADA, AND JOE ASHTON ARE ALL MEMBERS OR OFFICERS OF THE INTERNATIONAL UNION, UNITED AUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERS OF AMERICA ("UAW"). JOE ASHTON, HOWEVER, RETIRED FROM THE UAW IN 2014.
FORM 990, PART VI, SECTION A, LINE 7A THE UAW MEMBERS WHO ARE ELECTED TO THE RMBT BOARD SERVE AT THE DISCRETION OF THE UAW INTERNATIONAL PRESIDENT, AND MAY BE REMOVED OR REPLACED, AND A SUCCESSOR DESIGNATED, AT ANY TIME BY WRITTEN NOTICE FROM THE UAW INTERNATIONAL PRESIDENT TO THE COMMITTEE.
FORM 990, PART VI, SECTION B, LINE 11 A PROFESSIONAL TAX PREPARER IS ENGAGED TO PREPARE THE FORM 990. THE TRUST'S CHIEF FINANCIAL OFFICER, AS WELL AS EXTERNAL COUNSEL, REVIEW THE FORM 990 PRIOR TO SUBMITTING TO THE AUDIT COMMITTEE OF THE TRUST FOR THEIR REVIEW. A DRAFT COPY OF FORM 990 IS PROVIDED TO THE MEMBERS OF THE COMMITTEE (I.E. THE GOVERNING BODY OF THE TRUST) FOR REVIEW PRIOR TO FINALIZATION AND FILING WITH THE INTERNAL REVENUE SERVICE. THE INDEPENDENT CPA FIRM PREPARING THE RETURN IS AVAILABLE FOR THE COMMITTEE MEMBERS TO ASK QUESTIONS.
FORM 990, PART VI, SECTION B, LINE 12C THE TRUST'S CONFLICT OF INTEREST POLICY IS APPLIED TO ALL EMPLOYEES AND COMMITTEE MEMBERS, AS WELL AS THEIR IMMEDIATE FAMILY MEMBERS. EACH OF THESE INDIVIDUALS MUST DISCLOSE ALL 5% OR GREATER OWNERSHIP INTERESTS, COMPENSATION ARRANGEMENTS AND BOARD MEMBERSHIPS TO THE TRUST UPON COMMENCEMENT OF THEIR ROLE, AND TO PROVIDE QUARTERLY UPDATES OF ANY CHANGES IN THEIR DISCLOSURES. FURTHER, BUSINESS MEALS AND EDUCATIONAL CONFERENCES ARE SEVERELY RESTRICTED AND MUST BE DISCLOSED. THE TRUST'S GENERAL COUNSEL REVIEWS ALL CONFLICT OF INTEREST DISCLOSURE FORMS.
FORM 990, PART VI, SECTION B, LINE 15 UPON FORMATION THE UAW RETIREE MEDICAL BENEFITS TRUST ENGAGED INDEPENDENT CONSULTANTS AND EXECUTIVE SEARCH FIRMS TO CONSULT WITH MEMBERS OF THE TRUST'S GOVERNING BODY ("THE COMMITTEE") TO ESTABLISH STAFFING NEEDS, JOB REQUIREMENTS, COMPENSATION BENCHMARKS AND SALARY RANGES. THE INDEPENDENT CONSULTANTS INITIALLY WORKED WITH THE COMMITTEE CHAIRMAN AND THEN SUBSEQUENTLY WITH THE OTHER MEMBERS OF THE COMMITTEE TO IDENTIFY NECESSARY JOB POSITIONS, DEVELOP AN ORGANIZATION CHART, PREPARE JOB DESCRIPTIONS, ASSIGN PAY GRADE TO EACH POSITION, AND BENCHMARK SALARY SURVEYS FOR VARIOUS JOB POSITIONS. SALARY SURVEYS CONSIDERED HEALTH CARE ORGANIZATIONS, INVESTMENT MANAGEMENT FIRMS, AND OTHER TRUST ORGANIZATIONS. THIS BENCHMARK DATA WAS USED BY THE COMMITTEE TO ESTABLISH AND APPROVE COMPENSATION OFFERED TO THE TRUST'S FIRST CEO, CFO AND CIO, AS WELL AS ESTABLISHING PAY RANGES FOR EACH LOWER PAY GRADE. THE COMMITTEE HAS SINCE BEEN ADVISED ON A PERIODIC BASIS OF STAFFING STATUS AND ACTIVITIES. SINCE INCEPTION INDEPENDENT PERIODIC COMPENSATION STUDIES ARE PERFORMED FOR KEY POSITIONS AND FOR NEW HIRES AT HIGHER PAY GRADES. ANNUAL MERIT FUNDING BASED ON INDEPENDENT STUDY FROM A COMPENSATION CONSULTANT.
FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE FOR PUBLIC INSPECTION UPON WRITTEN REQUEST MADE DIRECTLY TO THE ORGANIZATION.
FORM 990, PART VIII AND PART IX: FOR PROFIT SUBSIDIARY PRESENTATION: THIS FORM 990 IS FOR THE TRUST THAT ENCOMPASSES THREE PLANS. THE FORM 990 IS REPORTED AT THE TRUST LEVEL AND INCLUDES THE SUM OF THE THREE PLAN FINANCIAL STATEMENTS. PLAN FINANCIAL STATEMENT REPORTING FOR THE CHRYSLER PLAN INCLUDES THE 13 CHRYSLER HOLDCO ENTITIES (SOLD ON JAN. 21, 2014) AS DESCRIBED IN SCHEDULE O AND REPORTED ON SCHEDULE R. ACCORDINGLY, BASED ON THE PLAN REPORTING REQUIREMENTS, CERTAIN ACTIVITIES OF THE HOLDCO LEGAL ENTITIES ALSO APPEAR ON THE FORM 990 OF THE TAXPAYER.
PART VII INDEPENDENT FIDUCIARIES HAVE BEEN APPOINTED FOR CHRYSLER GROUP LLC AND GENERAL MOTORS COMPANY. THE INDEPENDENT FIDUCIARIES ARE NOT REQUIRED TO BE REPORTED IN PART VII BUT ARE BEING DISCLOSED IN SCHEDULE O DUE TO THE IMPORTANT ROLE IN ADMINISTERING THE RMBT INVESTMENTS. PLEASE NOTE THAT CHRYSLTER GROUP LLC WAS TERMINATED ON SALE ON 1/21/2014. THE FOLLOWING EXPLAINS THE ROLE AND RESPONSIBILITIES OF THE INDEPENDENT FIDUCIARY IN MORE DETAIL: PURSUANT TO ARTICLE XI OF THE TRUST AGREEMENT, THE COMMITTEE, IN ITS SOLE DISCRETION, IS INSTRUCTED TO SELECT AND APPOINT INDEPENDENT FIDUCIARIES AS NAMED FIDUCIARY AND INVESTMENT MANAGERS WHO, FROM AND AFTER THE DATE OF THE SETTLEMENT AGREEMENTS WITH EACH OF CHRYSLER GROUP LLC, AND GENERAL MOTORS COMPANY, SHALL HAVE AND EXERCISE ALL DISCRETIONARY POWER AND AUTHORITY OF THE TRUST WITH RESPECT TO THE MANAGEMENT, DISPOSITION AND VOTING OF THE RESPECTIVE SECURITIES CONTRIBUTED BY EACH OF THE AUTOMOTIVE COMPANIES, EXCEPT THAT THE RIGHT TO DESIGNATE OR REPLACE ANY DIRECTOR OF THE CONTRIBUTING AUTOMOTIVE COMPANY SHALL BE EXERCISED BY THE COMMITTEE. PURSUANT TO ITS AUTHORITY UNDER THE TRUST AGREEMENT, THE COMMITTEE HAS DELEGATED TO THE INVESTMENT SUBCOMMITTEE THE AUTHORITY TO RETAIN THE INDEPENDENT FIDUCIARY AND MONITOR THE PERFORMANCE OF ITS SERVICES. THE COMMITTEE HAS THE POWER TO REMOVE AND REPLACE AN INDEPENDENT FIDUCIARY FOR CAUSE. THE INDEPENDENT FIDUCIARY IS AUTHORIZED AS FOLLOWS FOR THE RESPECTIVE SECURITIES: 1. EXERCISE DIRECTLY OR ON BEHALF OF THE TRUST, OR DIRECT THE TRUSTEE TO EXERCISE AS APPROPRIATE, ALL OF THE TRUST'S LEGAL AND CONTRACTUAL AUTHORITY AND RESPONSIBILITY AS OWNER OF THE NOTES, THE SHARES, AND ANY FUTURE SECURITIES (AS APPLICABLE) (HEREIN COLLECTIVELY REFERRED TO AS "AUTO SECURITIES") ACQUIRED BY THE TRUST, INCLUDING: A. EXERCISING ALL RIGHTS OF THE TRUST OR VEBA HOLDCO IN ITS SOLE DISCRETION INCLUDING BUT NOT LIMITED TO INITIATION OR PARTICIPATION IN THE REGISTRATION OF ANY AUTO SECURITIES; EXERCISING ALL VOTING RIGHTS WITH RESPECT TO AUTO SECURITIES, AND NEGOTIATING AND ACCEPTING ANY AMENDMENTS TO THE TRANSACTION AGREEMENTS; B. ACCEPTING ANY CONTRIBUTION OF ADDITIONAL AUTO SECURITIES; C. VALUING THE AUTO SECURITIES; D. MAKING ANY DECISION TO SELL, LOAN, HYPOTHECATE, PLEDGE AS SECURITY FOR A LOAN, EXCHANGE, CONVERT OR OTHERWISE DISPOSE OF ALL OR ANY OF THE AUTO SECURITIES; E. COMPLYING WITH ANY CONDITIONS OR LIMITATIONS IN ANY FINAL PROHIBITED TRANSACTION EXEMPTION ("PTE") ISSUED BY THE DEPARTMENT OF LABOR; F. COMPLYING OR ASSISTING AUTO IN COMPLYING AS REQUIRED IN ANY TRANSACTION AGREEMENT, WITH ANY REGULATORY OR OTHER REQUIREMENTS, INCLUDING FILING OBLIGATIONS; G. INITIATING OR PARTICIPATING IN ANY CLAIM OR SUIT AGAINST A PARTY TO ANY OF THE TRANSACTION AGREEMENTS ARISING OUT OF BREACH, OR RELATED TO THE ISSUANCE AND OWNERSHIP OF, THE AUTO SECURITIES; H. THE INDEPENDENT FIDUCIARY MAY ALSO SELECT AND CONTRACT ON BEHALF OF THE TRUST WITH SUCH AUDITORS, APPRAISERS, ACTUARIES, INVESTMENT ADVISORS, BROKERS, DEALERS AND UNDERWRITERS, AND OUTSIDE LEGAL COUNSEL AS THE INDEPENDENT FIDUCIARY DEEMS APPROPRIATE TO ASSIST THE INDEPENDENT FIDUCIARY IN THE PERFORMANCE OF ITS DUTIES. 2. ADVISE THE COMMITTEE WITH RESPECT TO THE MANNER IN WHICH AUTO SECURITIES SHOULD BE REFLECTED OR INCORPORATED INTO THE FUNDING POLICY TO BE ADOPTED BY THE COMMITTEE. 3. REPORT AT LEAST ONCE A YEAR TO THE COMMITTEE AS A WHOLE, AND PERIODICALLY REPORT AS NECESSARY TO THE INVESTMENT COMMITTEE.
PART X COMMON STOCK-GM: AS OF DECEMBER 31, 2014 AND 2013, THE PLAN HOLDS 140.15 MILLION SHARES OF GM'S COMMON STOCK REPRESENTING A 8.8% OWNERSHIP INTEREST. THE PLAN HAS THE RIGHT, UNDER THE DIRECTION OF THE INDEPENDENT FIDUCIARY, TO REQUIRE GM, IN CERTAIN CIRCUMSTANCES, TO FILE REGISTRATION STATEMENTS UNDER THE SECURITIES ACT COVERING ADDITIONAL RESALES OF GM'S COMMON STOCK AND THE RIGHT TO PARTICIPATE IN OTHER REGISTERED OFFERINGS MADE BY GM IN CERTAIN CIRCUMSTANCES. THE FAIR VALUE OF THE GM COMMON STOCK WAS VALUED AT $4,893 MILLION AND $5,728 MILLION AS OF DECEMBER 31, 2014, AND DECEMBER 31, 2013, RESPECTIVELY, BASED ON GM'S PUBLICLY TRADED COMMON STOCK PRICE FROM THE ACTIVE MARKET IN WHICH THE SECURITY TRADES OF $34.91 AND $40.87 PER SHARE, RESPECTIVELY GM PREFERRED STOCK: ON DECEMBER 31, 2014, GM REDEEMED THE REMAINING 140 MILLION SHARES OF GM PREFERRED STOCK AT THE REDEMPTION PRICE OF $25 PER SHARE RESULTING IN A REALIZED GAIN OF $286 MILLION. MEMBERSHIP INTERESTS IN CHRYSLER GROUP: ON JANUARY 1, 2014, FIAT NORTH AMERICA ENTERED INTO AN EQUITY PURCHASE AGREEMENT WITH THE TRUST, TO ACQUIRE ALL OF THE TRUST'S EQUITY MEMBERSHIP INTERESTS IN CHRYSLER GROUP LLC, REPRESENTING 41.5% OF CHRYSLER GROUP. THE TRANSACTION CLOSED IN JANUARY 2014. THE GAIN ON THE SALE OF MEMBERSHIP INTERESTS WAS $3.3 BILLION. CONCURRENT WITH THE SALE OF THE MEMBERSHIP INTEREST, LIFE-TO-DATE UNREALIZED GAINS OF $3.3 BILLION WAS REVERSED IN 2014 RESULTING IN ZERO NET GAINS RECOGNIZED IN THE STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS DURING 2014. AS OF DECEMBER 31, 2013, MEMBERSHIP INTERESTS OWNED BY THE 13 HOLDING COMPANIES REPRESENT A COMBINED 41.46% EQUITY INTEREST IN CHRYSLER GROUP, COMPRISED OF 676,924 CLASS A INDIRECT MEMBERSHIP INTERESTS, WITH AN ESTIMATED FAIR VALUE OF $4,313 MILLION. THE FAIR VALUE AT DECEMBER 31, 2013, WAS DETERMINED BASED ON THE SALE PRICE OF THE MEMBER INTEREST WHICH TOOK PLACE ON JANUARY 21, 2014, AS AGREED TO IN THE EQUITY PURCHASE AGREEMENT. THE TERMS TO THE EQUITY PURCHASE AGREEMENT WAS AGREED TO ON DECEMBER 31, 2013, AND ANNOUNCED THE FOLLOWING DAY. PURSUANT TO THE EQUITY PURCHASE AGREEMENT THE PLAN AGREED TO SELL THE SHARES TO FIAT FOR CASH CONSIDERATION OF $3.65 BILLION PLUS ADDITIONAL CASH CONTRIBUTIONS FROM CHRYSLER OF $700 MILLION PAYABLE IN FOUR INSTALLMENTS OF $175 MILLION. THE INITIAL PAYMENT OF $175 MILLION UNDER AGREEMENT WAS RECEIVED ON JANUARY 21, 2014, AND ADDITIONAL PAYMENTS OF $175 MILLION EACH WILL BE RECEIVABLE ON THE NEXT THREE ANNIVERSARIES OF THE INITIAL PAYMENT. SINCE THE PAYMENTS ARE PAYABLE OVER TIME THE FUTURE PAYMENTS WERE DISCOUNTED TO THE PRESENT VALUE USING DISCOUNT RATES REFLECTING THE CREDIT RISK OF CHRYSLER. THE TERMS OF THE EQUITY PURCHASE AGREEMENT PROVIDE A VALUATION FOR THE SHARES THAT SATISFIES THE REQUIREMENTS OF "A CASH PRICE WHICH COULD HAVE BEEN AGREED TO FOR THESE SECURITIES AS OF THAT DATE BETWEEN A WILLING SELLER AND A WILLING BUYER, NEITHER OF WHOM WAS UNDER ANY COMPULSION TO CONSUMMATE A TRANSACTION." THEREFORE, THE PLAN CONSIDERS THE SALE PRICE TO APPROXIMATE FAIR VALUE. THE FAIR VALUE AT DECEMBER 31, 2013, WAS DETERMINED BASED ON AN INDEPENDENT APPRAISAL, WHICH CONSIDERED VARIOUS METHODOLOGIES, INCLUDING AN ANALYSIS OF THE PUBLIC MARKET VALUATION OF CERTAIN COMPANIES DEEMED REASONABLY COMPARABLE TO THE CHRYSLER GROUP; A DISCOUNTED CASH-FLOW ANALYSIS BASED ON THE FINANCIAL PROJECTIONS CONTAINED IN THE 2011 CHRYSLER GROUP BUSINESS PLANS; AND, AN ANALYSIS OF THE TRANSFER RESTRICTIONS APPLICABLE TO THE MEMBERSHIP INTERESTS AND THEIR LIKELY IMPACT ON THE VALUATION. CHRYSLER INSTALLMENT NOTE ("NOTE"): THE FAIR VALUE OF THE NOTE, AT DECEMBER 31, 2013, OF $4,962 MILLION WAS THE TRANSACTION PRICE ON THE SETTLEMENT OF THE NOTE IN FEBRUARY 2014, WHICH WAS BASED ON THE PRESENT VALUE AT A RATE OF 9%, AGREED UPON IN THE ESTABLISHMENT OF THE NOTE AT THE INCEPTION OF THE PLAN, ON JANUARY 1, 2010.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 51056K
Schedule O (Form 990 or 990-EZ) 2014

Additional Data


Software ID:  
Software Version:  
SCHEDULE R
(Form 990)
Department of the Treasury
Internal Revenue Service
Related Organizations and Unrelated Partnerships
MediumBulletComplete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBulletAttach to Form 990.
MediumBullet Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047
2014
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 (if applicable) 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
(1) UAW RETIREE MEDICAL BENEFITS TRUST
SUBORDINATE TRUST - 400 HOWARD STRE
SAN FRANCISCO,CA94105
30-6265747 		GRANTOR TRUST MI 12,632,861 504,702,929 UAW RETIREE MEDICAL BENEFITS TRUST
 
(2) THE NORTHERN TRUST COMPANY
PO BOX 804358
CHICAGO,IL60680
90-6208791 		GRANTOR TRUST MI -4,711,495 147,525,410 UAW RETIREE MEDICAL BENEFITS TRUST
 
(3) OAKTREE TBMR STRATEGIC CREDIT LLC
333 SOUTH GRAND AVENUE 28TH FLOOR
LOS ANGELES,CA90071
80-0946063 		INVESTMENTS CA 7,948,278 0 UAW RETIREE MEDICAL BENEFITS TRUST
 
(4) WELLINGTON - GLOBAL MANAGED RISK PLUS II
280 CONGRESS STREET
BOSTON,MA02210
46-3079916 		LIQUID ASSET PARTNER MA 54,290,911 518,424,536 UAW RETIREE MEDICAL BENEFITS TRUST
 




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 entity?
Yes No












For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50135Y
Schedule R (Form 990) 2014
Schedule R (Form 990) 2014
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 V-UBI
amount in box 20 of
Schedule K-1
(Form 1065)
 		(j)
General or
managing
partner?



 		(k)
Percentage
ownership
Yes No Yes No
(1) ALPINVEST A2 INVESTMENT FUND LP

630 FIFTH AVENUE 28TH FLOOR
NEW YORK,NY10111
46-2426430 		PRIVATE EQUITY DE UAW RETIREE MEDICAL BENEFITS TRUST
  		EXCLUDED 18,545,341 133,376,938   No 529,015   No 98.230 %
(2) ALPINVEST A2 INVESTMENT FUND II LP

630 FIFTH AVENUE 28TH FLOOR
NEW YORK,NY10111
47-1663811 		PRIVATE EQUITY DE UAW RETIREE MEDICAL BENEFITS TRUST
  		EXCLUDED 232,092 899,966   No 1,488   No 98.880 %
(3) AQR MULTI-STRATEGY FUND VI LP

2 GREENWICH PLAZA 3RD FLOOR
GREENWICH,CT06830
32-0412569 		LIQUID ASSET PARTNER DE UAW RETIREE MEDICAL BENEFITS TRUST
  		EXCLUDED 75,441,535 808,799,204   No     No 99.990 %
(4) AMERRA AGRI MULTI STRATEGY FUND LP

1185 AVENUE OF THE AMERICAS 17TH FL
NEW YORK,NY10036
46-5521889 		REAL ASSETS DE UAW RETIREE MEDICAL BENEFITS TRUST
  		EXCLUDED 7,064,761 192,142,717   No 60,310   No 99.630 %
(5) BLACK RIVER AGRICULTURE FUND 21

9320 EXCELSIOR BOULEVARD MS 143-5-2
HOPKINS,MN55343
47-2022335 		REAL ASSETS DE UAW RETIREE MEDICAL BENEFITS TRUST
  		EXCLUDED -2,752 6,853,192   No     No 99.990 %
(6) CONTRARIAN CAP - VEBA LONG TERM (CCM PENSION C LLC)

411 WEST PUTNAM AVENUE SUITE 425
GREENWICH,CT06830
26-3705558 		PRIVATE CREDIT DE UAW RETIREE MEDICAL BENEFITS TRUST
  		EXCLUDED 23,531,769 60,875,218   No 84,591   No 94.230 %
(7) HARBOURVEST REAL ASSETS-ENERGY FUND LP

ONE FINANCIAL CENTER 44TH FLOOR
BOSTON,MA02111
46-3402278 		REAL ASSETS DE UAW RETIREE MEDICAL BENEFITS TRUST
  		UNRELATED 17,504,979 196,661,008   No 21,466,882   No 99.920 %
(8) INVESCO INSTITUTIONAL TRUST GLOBAL ASSET ALLOCATION STRATEGY FUND

20 TRAFALGAR SQUARE SUITE 449
NASHUA,NH03063
46-3402278 		LIQUID ASSET PARTNER DE UAW RETIREE MEDICAL BENEFITS TRUST
  		EXCLUDED 73,315,528 829,143,887   No     No 99.990 %
(9) OAKTREE-TBMR STRATEGIC CREDIT FUND G LLC

333 SOUTH GRAND AVE 28TH FL
LOS ANGELES,CA90071
80-0946063 		PRIVATE CREDIT DE UAW RETIREE MEDICAL BENEFITS TRUST
  		EXCLUDED 8,856,542 152,809,207   No     No 99.800 %
(10) OAKTREE-TBMR STRATEGIC CREDIT FUND F LLC

333 SOUTH GRAND AVE 28TH FL
LOS ANGELES,CA90071
80-0946063 		PRIVATE CREDIT DE UAW RETIREE MEDICAL BENEFITS TRUST
  		EXCLUDED 5,959,084 98,052,658   No     No 99.800 %
(11) OAKTREE-TBMR STRATEGIC CREDIT FUND C LLC

333 SOUTH GRAND AVE 28TH FL
LOS ANGELES,CA90071
80-0946063 		PRIVATE CREDIT DE UAW RETIREE MEDICAL BENEFITS TRUST
  		EXCLUDED 1,973,362 36,313,510   No     No 99.800 %
(12) Z CAPITAL SPECIAL SITUATIONS FUND II LP

TWO CONWAY PARK 150 FIELD DRIVE SUI
LAKE FOREST,IL60565
45-5524193 		PRIVATE CREDIT DE UAW RETIREE MEDICAL BENEFITS TRUST
  		EXCLUDED 438,139     No 76,110   No  
(13) Z CAPITAL SPECIAL SITUATIONS FUND II-B LP

TWO CONWAY PARK 150 FIELD DRIVE SUI
LAKE FOREST,IL60565
45-5179518 		PRIVATE CREDIT DE UAW RETIREE MEDICAL BENEFITS TRUST
  		EXCLUDED 3,036,364 50,756,399   No 285,340   No 86.110 %
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
 		(g)
Share of end-of-year
assets
 		(h)
Percentage
ownership
 		(i)
Section 512(b)(13) controlled entity?
Yes No
(1) CORE OFFICE CO-INVESTMENT TRUST

2800 POST OAK BLVD SUITE 4800
HOUSTON,TX77056
20-1092763 		RENTAL REAL ESTATE TX UAW RETIREE MEDICAL BENEFITS TRUST
  		C -9,783 1,674,284 100.000 % Yes  
(2) UAW VEBA HOLDCO CH-00 LLC

1000 CHRYSLER DRIVE CIMS 485-12-30
AUBURN HILLS,MI48326
27-0266892 		HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST
  		C       Yes  
(3) UAW VEBA HOLDCO CH-01 LLC

1000 CHRYSLER DRIVE CIMS 485-12-30
AUBURN HILLS,MI48326
27-0266892 		HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST
  		C       Yes  
(4) UAW VEBA HOLDCO CH-02 LLC

1000 CHRYSLER DRIVE CIMS 485-12-30
AUBURN HILLS,MI48326
27-0267005 		HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST
  		C       Yes  
(5) UAW VEBA HOLDCO CH-03 LLC

1000 CHRYSLER DRIVE CIMS 485-12-30
AUBURN HILLS,MI48326
27-0267044 		HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST
  		C       Yes  
(6) UAW VEBA HOLDCO CH-04 LLC

1000 CHRYSLER DRIVE CIMS 485-12-30
AUBURN HILLS,MI48326
27-0267079 		HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST
  		C       Yes  
(7) UAW VEBA HOLDCO CH-05 LLC

1000 CHRYSLER DRIVE CIMS 485-12-30
AUBURN HILLS,MI48326
27-0267225 		HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST
  		C       Yes  
(8) UAW VEBA HOLDCO CH-06 LLC

1000 CHRYSLER DRIVE CIMS 485-12-30
AUBURN HILLS,MI48326
27-0267268 		HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST
  		C       Yes  
(9) UAW VEBA HOLDCO CH-07 LLC

1000 CHRYSLER DRIVE CIMS 485-12-30
AUBURN HILLS,MI48326
27-0267295 		HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST
  		C       Yes  
(10) UAW VEBA HOLDCO CH-08 LLC

1000 CHRYSLER DRIVE CIMS 485-12-30
AUBURN HILLS,MI48326
27-0267453 		HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST
  		C       Yes  
(11) UAW VEBA HOLDCO CH-09 LLC

1000 CHRYSLER DRIVE CIMS 485-12-30
AUBURN HILLS,MI48326
27-0267494 		HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST
  		C       Yes  
(12) UAW VEBA HOLDCO CH-10 LLC

1000 CHRYSLER DRIVE CIMS 485-12-30
AUBURN HILLS,MI48326
27-0267527 		HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST
  		C       Yes  
(13) UAW VEBA HOLDCO CH-11 LLC

1000 CHRYSLER DRIVE CIMS 485-12-30
AUBURN HILLS,MI48326
27-0267573 		HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST
  		C       Yes  
(14) UAW VEBA HOLDCO CH-12 LLC

1000 CHRYSLER DRIVE CIMS 485-12-30
AUBURN HILLS,MI48326
27-0267593 		HOLDING COMPANY MI UAW RETIREE MEDICAL BENEFITS TRUST
  		C       Yes  
(15) ALTERNIA PREMIA INC (GAM)

12 ST JAMES PLACE
LONDON   SW1A 1NX
UK
LIQUI ASSET PARTNER VI UAW RETIREE MEDICAL BENEFITS TRUST
  		C 5,240,405 773,384,238 99.990 % Yes  
(16) COLLER INT'L PARTNERS VI FEEDER FUND E LP

TRAFALGAR COURT LES BANQUES ST PE
CHANNEL ISLANDS   GY1 3QL
CJ
PRIVATE EQUITY CJ UAW RETIREE MEDICAL BENEFITS TRUST
  		C   153,781,069 99.990 % Yes  
(17) LAE (LANCASTER) BPI FUND LTD

PO BOX 309 UGLAND HOUSE
GRAND CAYMAN   KY1-1104
CJ
HEDGE FUND CJ UAW RETIREE MEDICAL BENEFITS TRUST
  		C 387,529 185,864,621 100.000 % Yes  
(18) RMBT UK-G CORP LIMITED

20 CHURCHILL PLACE CANARY WHARF
LONDON   E14 5HJ
UK
REAL ASSETS UK UAW RETIREE MEDICAL BENEFITS TRUST
  		C 5,168,619 27,179,069 100.000 % Yes  
(19) RMBT UK-F CORP LIMITED

20 CHURCHILL PLACE CANARY WHARF
LONDON   E14 5HJ
UK
REAL ASSETS UK UAW RETIREE MEDICAL BENEFITS TRUST
  		C 3,823,309 20,104,242 100.000 % Yes  
(20) RMBT UK-C CORP LIMITED

20 CHURCHILL PLACE CANARY WHARF
LONDON   E14 5HJ
UK
REAL ASSETS UK UAW RETIREE MEDICAL BENEFITS TRUST
  		C 2,336,327 12,284,756 100.000 % Yes  
(21) A & Q ABSOLUTE STRATEGIES II LTD (UBS GLOBAL ASSET MGT)

PO BOX 897 REGATTA OFFICE PARK WE
GEORGETOWN,GRAND CAYMANKY1-1103
CJ
HEDGE FUND CJ UAW RETIREE MEDICAL BENEFITS TRUST
  		C 247 522,846,516 100.000 % Yes  
(22) FINANCIAL RISK MANAGEMENT DIVERSIFIED FUND LTD (FRM)

190 ELGIN AVENUE
GEORGETOWN,GRAND CAYMANKY1-9005
CJ
HEDGE FUND CJ UAW RETIREE MEDICAL BENEFITS TRUST
  		C 575 3,246,308 100.000 % Yes  
(23) GOLDMAN SACHS MULTI STRATEGY PORTFOLIO II LTD

190 ELGIN AVENUE
GEORGETOWN,GRAND CAYMANKY1-9005
CJ
HEDGE FUND CJ UAW RETIREE MEDICAL BENEFITS TRUST
  		C 1,198 742,351,404 99.000 % Yes  
(24) UPSTREAM INSTITUTIONAL LTD (UPSTREAM PARTNERS)

800 WESTCHESTER AVENUE S-528
RYE BROOK   10573
CJ
HEDGE FUND CJ UAW RETIREE MEDICAL BENEFITS TRUST
  		C   1,235,696   Yes  
Schedule R (Form 990) 2014
Schedule R (Form 990) 2014
Page 3
Part V
Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.
Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.
Yes
No
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, or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .
1a
Yes
 
b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1b
Yes
 
c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1c
 
No
d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1d
 
No
e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1e
 
No
f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1f
Yes
 
g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1g
 
No
h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1h
 
No
i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1i
 
No
j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1j
 
No
k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .
1k
 
No
l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .
1l
 
No
m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .
1m
 
No
n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .
1n
 
No
o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1o
 
No
p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1p
 
No
q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1q
 
No
r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1r
 
No
s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1s
Yes
 
2
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 related organization 		(b)
Transaction
type (a-s) 		(c)
Amount involved 		(d)
Method of determining amount involved
(1) ALPINVEST A2 INVESTMENT FUND LP

 B 29,454,837 FMV
(2) ALPINVEST A2 INVESTMENT FUND LP

 S 32,139,938 FMV
(3) ALPINVEST A2 INVESTMENT FUND II LP

 B 1,344,994 FMV
(4) AQR MULTI-STRATEGY FUND VI LP

 B 730,001,851 FMV
(5) AQR MULTI-STRATEGY FUND VI LP

 S 79,000 FMV
(6) AMERRA AGRI MULTI-STRATEGY FUND LP

 B 192,422,732 FMV
(7) AMERRA AGRI MULTI-STRATEGY FUND LP

 S 5,590,149 FMV
(8) BLACK RIVER AGRICULTURE FUND 21

 B 10,048,205 FMV
(9) HARBOURVEST REAL ASSETS-ENERGY FUND LP

 B 120,031,251 FMV
(10) HARBOURVEST REAL ASSETS-ENERGY FUND LP

 S 53,139,664 FMV
(11) INVESCO INSTITUTIONAL TRUST GLOBAL ASSET ALLOCATION STRATEGY FUND

 B 775,000,000 FMV
(12) OAKTREE-TBMR STRATEGIC CREDIT FUND G LLC

 B 139,647,893 FMV
(13) OAKTREE-TBMR STRATEGIC CREDIT FUND F LLC

 B 94,415,208 FMV
(14) OAKTREE-TBMR STRATEGIC CREDIT FUND C LLC

 B 32,601,847 FMV
(15) WELLINGTON - GLOBAL MANAGED RISK PLUS II

 B 220,014,085 FMV
(16) WELLINGTON - GLOBAL MANAGED RISK PLUS II

 S 5,014,085 FMV
(17) Z CAPITAL SPECIAL SITUATIONS FUND II-B LP

 B 38,214,878 FMV
(18) Z CAPITAL SPECIAL SITUATIONS FUND II-B LP

 S 873,544 FMV
(19) Z CAPITAL SPECIAL SITUATIONS FUND II LP

 B 640,790 FMV
(20) Z CAPITAL SPECIAL SITUATIONS FUND II LP

 S 16,105,601 FMV
(21) ALTERNIA PREMIA INC (GAM)

 A 4,397,164 FMV
(22) ALTERNIA PREMIA INC (GAM)

 B 225,000,000 FMV
(23) COLLER INT'L PARTNERS VI FEEDER FUND E LP

 B 34,884,560 FMV
(24) COLLER INT'L PARTNERS VI FEEDER FUND E LP

 S 40,151,099 FMV
(25) LAE (LANCASTER) BPI FUND LTD

 A 58,164 FMV
(26) LAE (LANCASTER) BPI FUND LTD

 B 200,000,000 FMV
(27) LAE (LANCASTER) BPI FUND LTD

 F 329,365 FMV
(28) A & Q ABSOLUTE STRATEGIES II LTD (UBS GLOBAL ASSET MGT)

 S 26,468,325 FMV
(29) FINANCIAL RISK MANAGEMENT DIVERSIFIED FUND LTD (FRM)

 S 1,021,730 FMV
(30) GOLDMAN SACHS MULTI STRATEGY PORTFOLIO II LTD

 S 31,592,714 FMV
(31) UPSTREAM INSTITUTIONAL LTD (UPSTREAM PARTNERS)

 S 1,071,290 FMV
(32) AUSTRALIA NEW ZEALAND FOREST INVESTMENT FUND 2 - GM

 B 32,252,375 FMV
(33) AUSTRALIA NEW ZEALAND FOREST INVESTMENT FUND 2 - GM

 S 217,051 FMV
(34) AUSTRALIA NEW ZEALAND FOREST INVESTMENT FUND 2 - FD

 B 23,857,921 FMV
(35) AUSTRALIA NEW ZEALAND FOREST INVESTMENT FUND 2 - FD

 S 160,559 FMV
(36) AUSTRALIA NEW ZEALAND FOREST INVESTMENT FUND 2 - CH

 B 14,579,841 FMV
(37) AUSTRALIA NEW ZEALAND FOREST INVESTMENT FUND 2 - CH

 S 98,119 FMV
Schedule R (Form 990) 2014
Schedule R (Form 990) 2014
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)
Predominant income (related, unrelated, excluded from tax under sections 512-514)

(e)
Are all partners
section
501(c)(3)
organizations? 		(f)
Share of total income




 		(g)
Share of
end-of-year
assets 		(h)
Disproprtionate allocations? 		(i)
Code V-UBI
amount in box 20
of Schedule K-1
(Form 1065) 		(j)
General or
managing
partner? 		(k)
Percentage
ownership
Yes No Yes No Yes No






























Schedule R (Form 990) 2014
Schedule R (Form 990) 2014
Page 5
Part VII
Supplemental Information
Provide additional information for responses to questions on Schedule R (see instructions).
Return Reference Explanation
Schedule R (Form 990) 2014
Additional Data


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