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FORM 5500 DATA

BAE Systems Employees' Saving and Investment Plan

Overview

Plan Information

  • Plan Year01/01/2016 — 12/31/2016
  • Date of Plan01/01/1987
  • Net Assets as of 12/31/2016 $6,087,736,056
  • Plan Number3
  • Plan Type Single Employer
  • Is the plan collectively bargained? No
  • Did the plan file for an extension of time or the DFVC Program?Yes
  • Plan Funding Arrangement Trust
  • Plan Benefit Arrangement Trust

Participant Information as of 12/31/2016

  • Active (Eligible) Participants30,136
  • Retired or separated participants receiving benefits286
  • Other retired or separated participants entitled to future benefits13,990
  • Subtotal44,412
  • Deceased participants whose beneficiaries are receiving or are entitled to receive benefits343
  • Total44,755
  • Total number of participants as of 01/01/201645,112
  • Number of participants with account balances41,766
  • Number of participants that terminated employment during the plan year with accrued benefits that were less than 100% vested301

Expenses

  • Total Benefit Payments$0
  • Corrective Distributions$0
  • Administrative Service Providers$0
  • Other Expenses$0
  • Total Expenses$0
  • Total Transfers$0

Sponsor Information

  • Address1101 Wilson Blvd., Suite 2000
  • CityArlington
  • StateVA
  • Zip22209
  • Telephone(703) 312-6100
  • EIN22-3537950
  • Industry Code336410

Plan Administrator Information

  • Administrator NameBae Systems Administrative Committee
  • Address1101 Wilson Blvd., Suite 2000
  • CityArlington
  • StateVA
  • Zip22209
  • Telephone(703) 312-6100
  • Administrator EIN52-2267705

Audit Information

  • Audit StatusAudited
  • AuditorKPMG LLP
  • Auditor EIN13-1673581
  • Audit Opinion Disclaimer
  • Audit TypeLimited Scope Audit

Benefits Provided Under the Plan

Code Benefit Description
2E Profit-sharing A defined contribution plan that allows employer discretionary contributions. These plans often contain a 401(k) feature.
2F ERISA section 404(c) Plan This plan, or any part of it is intended to meet the conditions of 29 CFR 2550.404c-1.
2G Total participant-directed account plan Participants have the opportunity to direct the investment of all the assets allocated to their individual accounts, regardless of whether 29 CFR 2550.404c-1 is intended to be met.
2J Code section 401(k) feature A cash or deferred arrangement described in Code section 401(k) that is part of a qualified defined contribution plan that provides for an election by employees to defer part of their compensation or receive these amounts in cash.
2K Code section 401(m) arrangement Employee contributions are allocated to separate accounts under the plan or employer contributions are based, in whole or in part, on employee deferrals or contributions to the plan. Not applicable if plan is 401(k) plan with only QNECs and/or QMACs. Also not applicable if Code section 403(b)(1), 403(b)(7) or 408 arrangements/accounts/annuities.
2R Brokerage Window Participant-directed brokerage accounts provided as an investment option under the plan.
2S Automatic Enrollment Plan provides for automatic enrollment in plan that has employee contributions deducted from payroll.
2T Participant-directed Account Total or partial participant-directed account plan - plan uses default investment account for participants who fail to direct assets in their account.
3F Leased Employees Plan sponsor(s) received services of leased employees, as defined in Code section 414(n), during the plan year.
3H Controlled Group Plan sponsor(s) is (are) a member(s) of a controlled group (Code sections 414(b), (c), or (m)).

Questions and Answers

Question Answer Amount
During the plan year did the employer fail to transmit to the plan any participant contributions within the time period described in 29 CFT 2510.3-102? No
Were any loans by the plan or fixed income obligations due the plan in default as of the close of plan year or classified during the year as uncollectible? Disregard participant loans secured by participant's account balance. No
Were any leases to which the plan was a party in default or classified during the year as uncollectible? No
Were there any nonexempt transactions with any party-in-interest? No
Was this plan covered by a fidelity bond? Yes $50,000,000
Did the plan have a loss, whether or not reimbursed by the plan's fidelity bond, that was caused by fraud or dishonesty? No
Did the plan hold any assets whose current value was neither readily determinable on an established market nor set by an independent third party appraiser? No
Did the plan receive any noncash contributions whose value was neither readily determinable on an established market nor set by an independent third party appraiser? No
Did the plan have assets held for investment? Yes
Were any plan transactions or series of transactions in excess of 5% of the current value of plan assets? No
Were all the plan assets either distributed to participants or beneficiaries, transferred to another plan, or brought under the control of the PBGC? No
Has the plan failed to provide any benefit when due under the plan? No
If this is an individual account plan, was there a blackout period? No
If there was a blackout period, have you either provided the required notice or one of the exceptions to providing the notice applied under 29 CFR 2520.101-3? No

Financials

Income and Expense Statement

Income $802,410,348
Contributions $379,258,436
Cash Contributions $379,258,436
Cash from Employers $137,737,726
Cash from Participants $221,321,230
Others (including rollovers) $20,199,480
Noncash Contributions $0
Total Earnings on Investments $416,274,921
Total Interest $12,087,757
Interest-Bearing Cash $127,167
U.S. Government Securities $3,304,000
Corporate Debt Instruments $7,432,047
Loans (other than to participants) $0
Participant Loans $353,746
Interest from Other Investments $870,797
Total Dividends $85,826,930
Preferred Stock $183,252
Common Stock $9,594,877
Rents $0
Net gain (loss) on sale of assets $14,403,832
Aggregate Proceeds $321,934,748
Aggregate Carrying Amount $307,530,916
Total Unrealized Appreciation (depreciation) of assets $172,687,147
Real Estate $172,687,147
Other $0
Net investment gain (loss) from common/collective trusts $-1,824,606
Net investment gain (loss) from pooled separate accounts $0
Net investment gain (loss) from master trust investment accounts $0
Net investment gain (loss) from 103-12 investment entities $0
Net investment gain (loss) from registered investment companies $133,093,861
Other Income $6,876,991
Expenses $428,167,360
Total Benefit Payments $417,709,767
Directly to participants or beneficiaries, including direct rollovers $417,709,767
To insurance carriers for the provision of benefits $0
Other Benefit Payment Fees $0
Corrective Distributions $0
Certain deemed distributions of participant loans $0
Interest expense $0
Total Administrative Expenses $10,457,593
Professional Fees $747,033
Contract Administrator Fees $6,015,776
Investment Advisory and management fees $3,268,244
Other Administrative Fees $426,540
Net Income $374,242,988
Transfers of Assets to this Plan $0
Transfers of Assets from this Plan $0

Asset and Liability Statement

12/31/2016 12/31/2015 Change YOY
Total Assets $6,096,383,684 $5,730,649,983 6.38%
Total noninterest-bearing cash $1,319,253 $0 0.0%
Receivables $6,895,422 $13,087,945 -47.31%
Employer Contributions $0 $1,042,456 -100.00%
Participant Contributions $0 $1,768,010 -100.00%
Other Contributions $6,895,422 $10,277,479 -32.91%
General Investments $194,535,185 $146,915,688 32.41%
Interest-bearing cash $46,279,108 $33,241,997 39.22%
U.S. Government Securities $148,256,077 $113,673,691 30.42%
Corporate Debt Instruments $127,356,391 $138,285,641 -7.90%
Preferred $0 $0 0.0%
All Other $127,356,391 $138,285,641 -7.90%
Corporate Stocks $571,455,990 $554,771,702 3.01%
Preferred $2,669,788 $2,687,366 -0.65%
Common $568,786,202 $552,084,336 3.03%
Partnership/joint venture interests $0 $4,621,484 -100.00%
Real estate (other than employer real property) $2,436,070 $0 0.0%
Loans (other than to participants) $0 $0 0.0%
Participants Loans $76,558,802 $77,886,065 -1.70%
Value of interest in common/collective trusts $427,643,558 $438,999,847 -2.59%
Value of interest in pooled separate accounts $0 $0 0.0%
Value of interest in master trust investment accounts $0 $0 0.0%
Value of interest in 103-12 investment entities $0 $0 0.0%
Value of interest in registered investment companies $4,052,869,297 $3,739,293,997 8.39%
Value of funds held in insurance co. general account $0 $0 0.0%
Other Investments $635,313,716 $616,787,614 3.00%
Employer-related Investments $0 $0 0.0%
Employer Securities $0 $0 0.0%
Employer Real Property $0 $0 0.0%
Buildings and other property used in plan operation $0 $0 0.0%
Total Liabilities $8,647,628 $17,156,915 -49.60%
Benefit Claims Payable (1) $948,266 $1,909,980 -50.35%
Operating Payables (1) $7,699,362 $15,246,935 -49.50%
Acquisition Indebtedness (1) $0 $0 0.0%
Other liabilities (1) $0 $0 0.0%
Net Assets $6,087,736,056 $5,713,493,068 6.55%

Service Providers

Persons Receiving Only Eligible Indirect Compensation

  • Galliard Capital Management, Inc.
  • Global Trust Company
  • Dodge & Cox
  • Touchstone Advisors

Other Service Providers Receiving Direct or Indirect Compensation

Name Nature of Service Relationship to Plan Sponsor Direct Compensation Paid by Plan Indirect Compensation Paid by Plan Total Compensation
Financial Engines Inc. Investment advisory (participants), Investment management, Other fees NONE $4,671,115 $1,137,454 $5,808,569
Dodge & Cox Investment management NONE $1,819,057 $0 $1,819,057
Time Square Capital Management LLC Investment management NONE $1,806,616 $0 $1,806,616
Hewitt Associates LLC Recordkeeping and information management (computing, tabulating, data processing, etc.), Other fees NONE $863,364 $0 $863,364
Groom Law Group Legal NONE $512,483 $0 $512,483
State Street Bank and Trust Company Accounting (including auditing), Custodial (securities), Trustee (bank, trust company, or similar financial institution), Trustee (directed), Float revenue, Other fees NONE $481,297 $0 $481,297
Aon Hewitt Investment Consulting Investment advisory (plan), Consulting fees NONE $125,000 $0 $125,000
KPMG LLP Accounting (including auditing) NONE $63,350 $0 $63,350
Pershing LLC Shareholder servicing fees, Finders' fees/placement fees NONE $0 $57,861 $57,861
Peggy Edge, CPA Accounting (including auditing), Recordkeeping and information management (computing, tabulating, data processing, etc.), Other services NONE $46,200 $0 $46,200
Hewitt Financial Services LLC Securities brokerage, Finders' fees/placement fees, Distribution (12b-1) fees NONE $0 $25,002 $25,002
Total $10,388,482 $1,220,317 $11,608,799

Indirect Compensation

Name Source of Indirect Compensation* Nature of Service Description of Indirect Compensation Indirect Compensation Paid by Plan
Hewitt Associates LLC Financial Engines, Inc. Other fees 25% of The Advice Fees Paid To Financial Engines $0
Hewitt Associates LLC Financial Engines, Inc. Other fees 30-35% of The Managed Account Fees Paid To Financial Engines $0
Hewitt Financial Services LLC Pershing LLC Finders' fees/placement fees Finder's Fees $7,008
Hewitt Financial Services LLC Multiple Mutual Fund Companies Distribution (12b-1) fees Aggregated Investment Manager Fund Fees $17,994
Pershing LLC Multiple Mutual Fund Companies Shareholder servicing fees Shareholder Servicing Fees $23,472
Pershing LLC Multiple Mutual Fund Companies Finders' fees/placement fees Finder's Fees $34,389
Pershing LLC Hewitt Financial Services Securities brokerage commissions and fees, Other fees Securities Brokerage Commissions and Fees, Other Fees $108,510
Financial Engines, Inc. Aon Hewitt Investment advisory (participants), Investment management Other Fees $1,137,454
Timesquare Capital Management Bass Trading Soft dollars commissions 0.625 Times The Amount of Commissions Paid That Are eligible for Soft Dollar Credits $0
Timessquare Capital Management Knight Securities Soft dollars commissions 0.625 Times The Amount of Commissions Paid That Are eligible for Soft Dollar Credits $0
*As outlined by the Form 5500 Instructions for service providers with indirect compensation.

Service Providers Who Fail or Refuse to Provide Information

There are no service providers who failed or refused to provide information.

Termination Information on Accountants and Enrolled Actuaries

There is no termination information for this plan.

Investments

Investments

Name of Investment Investment Manager Type of Investment Dollar Value
Wells Fargo Fixed Income Fund F Wells Fargo Bank Minnesota, N.A. DFE: Common/Collective Trust $299,604,393
Wells Fargo Fixed Income Fund Q Wells Fargo Bank Minnesota, N.A. DFE: Common/Collective Trust $72,875,796
Wells Fargo Short-Term Inv Fund S Wells Fargo Bank Minnesota, N.A. DFE: Common/Collective Trust $55,163,369
Total $427,643,558

Insurance Information

Insurance Information

There are no insurance carriers listed for this plan.