Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART V, LINE 4B | FOREIGN COUNTRIES WHERE BANK ACCOUNTS ARE HELD COLOMBIA, COSTA RICA, CURACAO, CYPRUS, CZECH REPUBLIC, EGYPT, ESTONIA, GHANA, GREECE, HONG KONG, HUNGARY, INDIA, INDONESIA, ISRAEL, IVORY COAST, JAPAN, KENYA, KUWAIT, LATVIA, MALAYSIA, MAURITIUS, MOROCCO, NAMIBIA, NIGERIA, OMAN, PAKISTAN, PANAMA, PERU, PHILIPPINES, POLAND, QATAR, ROMANIA, RUSSIA, SLOVAKIA, SPAIN, SOUTH KOREA, TAIWAN, THAILAND, TUNISIA, TURKEY, UGANDA, UNITED ARAB EMIRATES, UNITED KINGDOM, URUGUAY, VIETNAM, ZIMBABWE - SEE ADDITIONAL ATTACHMENT FOR FORM 990, PART V, LINE 4B FOR ADDITIONAL FOREIGN COUNTRIES WHERE BANK ACCOUNTS ARE HELD -------------------- |
| FORM 990, PART VI, SECTION A, LINE 7A | DETAIL OF MEMBERS OR STOCKHOLDERS THE TRUST MEMBERS WHO ARE APPOINTED TO THE UAW RETIREE MEDICAL BENEFITS TRUST COMMITTEE ("COMMITTEE") SERVE AT THE DISCRETION OF THE UAW INTERNATIONAL PRESIDENT, AND MAY BE REMOVED OR REPLACED, AND A SUCCESSOR DESIGNATED, AT ANY TIME BY WRITTEN NOTICE FROM THE UAW INTERNATIONAL PRESIDENT TO THE COMMITTEE. -------------------- |
| FORM 990, PART VI, SECTION B, LINE 11B | FORM 990 REVIEW PROCESS A PROFESSIONAL TAX PREPARER IS ENGAGED TO PREPARE THE FORM 990. THE TRUST'S CHIEF FINANCIAL OFFICER, AS WELL AS EXTERNAL COUNSEL, REVIEW THE FORM 990 PRIOR TO SUBMITTING TO THE AUDIT SUBCOMMITTEE OF THE TRUST FOR THEIR REVIEW. A COPY OF FORM 990 IS PROVIDED TO THE TRUST'S GOVERNING BODY (THE "COMMITTEE") FOR REVIEW PRIOR TO FINALIZATION AND FILING WITH THE INTERNAL REVENUE SERVICE. THE INDEPENDENT CPA FIRM PREPARING THE RETURN IS MADE AVAILABLE FOR COMMITTEE MEMBERS TO ASK QUESTIONS. -------------------- |
| FORM 990, PART VI, SECTION B, LINE 12C | CONFLICT OF INTEREST POLICY THE TRUST'S CONFLICT OF INTEREST POLICY IS APPLIED TO ALL EMPLOYEES AND COMMITTEE MEMBERS. EACH OF THESE INDIVIDUALS MUST DISCLOSE CERTAIN OWNERSHIP INTERESTS, COMPENSATION ARRANGEMENTS AND BOARD MEMBERSHIPS TO THE TRUST'S COMPLIANCE OFFICIAL UPON COMMENCEMENT OF THEIR ROLE AND PERIODICALLY THEREAFTER REGARDING MATERIAL CHANGES IN THEIR DISCLOSURES. THE TRUST'S COMPLIANCE OFFICIAL REVIEWS ALL CONFLICT OF INTEREST DISCLOSURE FORMS. IF A CONFLICT OF INTEREST EXISTS, RECUSALS MAY BE APPROPRIATE. -------------------- |
| FORM 990, PART VI, SECTION B, LINE 15 | COMPENSATION PROCESS UPON FORMATION AND MORE RECENTLY IN 2020, THE TRUST ENGAGED INDEPENDENT CONSULTANTS AND EXECUTIVE SEARCH FIRMS TO CONSULT WITH COMMITTEE MEMBERS OF THE TRUST'S GOVERNING BODY TO ESTABLISH STAFFING NEEDS, JOB REQUIREMENTS, COMPENSATION BENCHMARKS AND SALARY RANGES. THE INDEPENDENT CONSULTANTS INITIALLY WORKED WITH THE COMMITTEE CHAIRMAN AND THEN SUBSEQUENTLY WITH THE OTHER MEMBERS OF THE COMMITTEE TO IDENTIFY NECESSARY JOB POSITIONS, DEVELOP AN ORGANIZATION CHART, PREPARE JOB DESCRIPTIONS, ASSIGN A PAY GRADE TO EACH POSITION, AND BENCHMARK SALARY SURVEYS FOR VARIOUS JOB POSITIONS. SALARY SURVEYS CONSIDERED HEALTH CARE ORGANIZATIONS, INVESTMENT MANAGEMENT FIRMS, AND OTHER TRUST ORGANIZATIONS. THIS BENCHMARK DATA WAS USED BY THE COMMITTEE TO ESTABLISH AND APPROVE COMPENSATION OFFERED TO THE TRUST'S FIRST EXECUTIVE DIRECTOR, CFO AND CIO, AS WELL AS ESTABLISHING PAY RANGES FOR EACH LOWER PAY GRADE. THE COMMITTEE HAS SINCE BEEN ADVISED ON A PERIODIC BASIS OF STAFFING STATUS AND ACTIVITIES. SINCE INCEPTION, INDEPENDENT PERIODIC COMPENSATION STUDIES ARE PERFORMED FOR KEY POSITIONS AND FOR NEW HIRES AT HIGHER PAY GRADES. ANNUAL MERIT FUNDING IS BASED ON INDEPENDENT STUDY FROM A COMPENSATION CONSULTANT. THE MOST RECENT PROJECT WAS COMPLETED IN 2021. -------------------- |
| FORM 990, PART VI, SECTION C, LINE 19 | DOCUMENTS AVAILABILITY TO THE PUBLIC THE TRUST MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE FOR PUBLIC INSPECTION UPON WRITTEN REQUEST MADE DIRECTLY TO THE ORGANIZATION. -------------------- |
| FORM 990, PART VII, SECTION A | ADDITIONAL INFORMATION REGARDING OFFICERS, DIRECTORS, AND TRUSTEES OF THE ORGANIZATION AN INDEPENDENT FIDUCIARY HAS BEEN APPOINTED FOR GENERAL MOTORS COMPANY. THE INDEPENDENT FIDUCIARY IS NOT REQUIRED TO BE REPORTED IN PART VII BUT IS BEING DISCLOSED IN SCHEDULE O DUE TO THE IMPORTANT ROLE IN ADMINISTERING THE INVESTMENT IN GENERAL MOTORS COMMON STOCK IN THE GENERAL MOTORS' PLAN. THE FOLLOWING EXPLAINS THE ROLE AND RESPONSIBILITIES OF THE INDEPENDENT FIDUCIARY IN MORE DETAIL: PURSUANT TO ARTICLE XI OF THE TRUST AGREEMENT, THE COMMITTEE, IN ITS SOLE DISCRETION, IS INSTRUCTED TO SELECT AND APPOINT AN INDEPENDENT FIDUCIARY AS NAMED FIDUCIARY AND INVESTMENT MANAGER WHO, FROM AND AFTER THE DATE OF THE SETTLEMENT AGREEMENTS WITH GENERAL MOTORS COMPANY, SHALL HAVE AND EXERCISE ALL DISCRETIONARY POWER AND AUTHORITY OF THE TRUST WITH RESPECT TO THE MANAGEMENT, DISPOSITION AND VOTING OF THE RESPECTIVE SECURITIES CONTRIBUTED BY THE AUTOMOTIVE COMPANY. PURSUANT TO ITS AUTHORITY UNDER THE TRUST AGREEMENT, THE COMMITTEE HAS THE AUTHORITY TO RETAIN THE INDEPENDENT FIDUCIARY AND MONITOR THE PERFORMANCE OF ITS SERVICES. THE COMMITTEE HAS THE POWER TO REMOVE AND REPLACE AN INDEPENDENT FIDUCIARY FOR CAUSE. THE INDEPENDENT FIDUCIARY IS AUTHORIZED AS FOLLOWS FOR THE RESPECTIVE SECURITIES: 1. EXERCISE DIRECTLY OR ON BEHALF OF THE TRUST, OR DIRECT THE TRUSTEE TO EXERCISE AS APPROPRIATE, ALL OF THE TRUST'S LEGAL AND CONTRACTUAL AUTHORITY AND RESPONSIBILITY AS OWNER OF THE NOTES, THE SHARES, AND ANY FUTURE SECURITIES AS APPLICABLE (HEREIN COLLECTIVELY REFERRED TO AS "AUTO SECURITIES") ACQUIRED BY THE TRUST, INCLUDING: A. EXERCISING ALL RIGHTS OF THE TRUST IN ITS SOLE DISCRETION INCLUDING BUT NOT LIMITED TO INITIATION OR PARTICIPATION IN THE REGISTRATION OF ANY AUTO SECURITIES, EXERCISING ALL VOTING RIGHTS WITH RESPECT TO AUTO SECURITIES, AND NEGOTIATING AND ACCEPTING ANY AMENDMENTS TO THE TRANSACTION AGREEMENTS; B. ACCEPTING ANY CONTRIBUTION OF ADDITIONAL AUTO SECURITIES; C. VALUING THE AUTO SECURITIES; D. MAKING ANY DECISION TO SELL, LOAN, HYPOTHECATE, PLEDGE AS SECURITY FOR A LOAN, EXCHANGE, CONVERT OR OTHERWISE DISPOSE OF ALL OR ANY OF THE AUTO SECURITIES; E. COMPLYING WITH ANY CONDITIONS OR LIMITATIONS IN ANY FINAL PROHIBITED TRANSACTION EXEMPTION ("PTE") ISSUED BY THE DEPARTMENT OF LABOR; F. COMPLYING OR ASSISTING AUTO IN COMPLYING AS REQUIRED IN ANY TRANSACTION AGREEMENT, WITH ANY REGULATORY OR OTHER REQUIREMENTS, INCLUDING FILING OBLIGATIONS; G. INITIATING OR PARTICIPATING IN ANY CLAIM OR SUIT AGAINST A PARTY TO ANY OF THE TRANSACTION AGREEMENTS ARISING OUT OF BREACH, OR RELATED TO THE ISSUANCE AND OWNERSHIP OF, THE AUTO SECURITIES; AND H. SELECTING AND CONTRACTING 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. THE LAST REMAINING SHARES OF GENERAL MOTORS' STOCK WERE SOLD ON FEBRUARY 12, 2021 AND THE CASH WAS TRANSFERRED TO THE TRUST. SHORTLY THEREAFTER, THE TRUST'S AGREEMENT WITH THE INDEPENDENT FIDUCIARY WAS TERMINATED. -------------------- |
| FORM 990, PART VII, SECTION A | ADDITIONAL INFORMATION REGARDING THE INSTITUTIONAL TRUSTEE REPORTED IN ADDITION TO ACTING AS TRUSTEE, STATE STREET BANK & TRUST PROVIDES VARIOUS OTHER SERVICES TO THE TRUST, INCLUDING INVESTMENT, MANAGEMENT, CUSTODIAN AND ADMINISTRATIVE SERVICES. TOTAL DIRECT COMPENSATION PAID TO STATE STREET BANK & TRUST FOR THE YEAR ENDED DECEMBER 31, 2021 WAS $1,130,996. -------------------- |
| FORM 990, PART VIII AND PART IX | ADDITIONAL INFORMATION REGARDING THE REVENUES/EXPENSES REPORTED THIS FORM 990 IS FOR THE TRUST THAT ENCOMPASSES THREE PLANS. THE FORM 990 IS REPORTED AT THE TRUST LEVEL AND INCLUDES THE SUM OF THE THREE PLANS' FINANCIAL STATEMENTS. -------------------- |
| FORM 990, PART X, LINE 12 & SCHEDULE D, PART VII, LINE 3(B) | ADDITIONAL DETAIL REGARDING GENERAL MOTORS COMPANY COMMON STOCK HELD THE LAST REMAINING SHARES OF GENERAL MOTORS' STOCK WERE SOLD ON FEBRUARY 12, 2021 AND THE CASH WAS TRANSFERRED TO THE TRUST. SHORTLY THEREAFTER, THE TRUST'S AGREEMENT WITH THE INDEPENDENT FIDUCIARY WAS TERMINATED. NO SHARES OF GENERAL MOTORS' STOCK WERE HELD ON DECEMBER 31, 2021. FOR THE PRIOR YEAR, AS OF DECEMBER 31, 2020, THE PLAN HELD $86.47 MILLION SHARES OF GM'S COMMON STOCK, REPRESENTING APPROXIMATELY A 6% OWNERSHIP INTEREST. THE FAIR VALUE OF THE GM COMMON STOCK WAS VALUED AT $3,601 MILLION AS OF DECEMBER 31, 2020, BASED ON GM'S PUBLICLY TRADED COMMON STOCK PRICE FROM THE ACTIVE MARKET, IN WHICH THE SECURITY TRADES WERE $41.64 PER SHARE. THE PLAN HAD 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. -------------------- |
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