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FORM 5500 DATA

BAE Systems Employees' Savings and Investment Plan

Overview

Plan Information

  • Plan Year01/01/2018 — 12/31/2018
  • Date of Plan01/01/1987
  • Net Assets as of 12/31/2018 $6,630,535,526
  • 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
  • Report Description This is an amended report.
  • Plan Funding Arrangement Trust
  • Plan Benefit Arrangement Trust

Participant Information as of 12/31/2018

  • Active (Eligible) Participants31,813
  • Retired or separated participants receiving benefits348
  • Other retired or separated participants entitled to future benefits14,612
  • Subtotal46,773
  • Deceased participants whose beneficiaries are receiving or are entitled to receive benefits392
  • Total47,165
  • Total number of participants as of 01/01/201845,129
  • Number of participants with account balances44,066
  • Number of participants that terminated employment during the plan year with accrued benefits that were less than 100% vested405

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
  • AuditorDeloitte & Touche LLP
  • Auditor EIN13-3891517
  • 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 $75,220,059
Contributions $412,540,896
Cash Contributions $412,540,896
Cash from Employers $132,613,395
Cash from Participants $249,136,634
Others (including rollovers) $30,790,867
Noncash Contributions $0
Total Earnings on Investments $-322,946,447
Total Interest $12,377,285
Interest-Bearing Cash $498,633
U.S. Government Securities $4,290,211
Corporate Debt Instruments $6,388,219
Loans (other than to participants) $604,506
Participant Loans $0
Interest from Other Investments $595,716
Total Dividends $90,158,329
Preferred Stock $239,453
Common Stock $9,162,375
Rents $0
Net gain (loss) on sale of assets $14,978,433
Aggregate Proceeds $435,771,199
Aggregate Carrying Amount $420,792,766
Total Unrealized Appreciation (depreciation) of assets $-560,416,544
Real Estate $0
Other $-560,416,544
Net investment gain (loss) from common/collective trusts $-3,261,221
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 $123,217,271
Other Income $-14,374,390
Expenses $491,270,913
Total Benefit Payments $479,163,144
Directly to participants or beneficiaries, including direct rollovers $479,163,144
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 $12,107,769
Professional Fees $3,040
Contract Administrator Fees $4,977,592
Investment Advisory and management fees $6,908,373
Other Administrative Fees $218,764
Net Income $-416,050,854
Transfers of Assets to this Plan $0
Transfers of Assets from this Plan $0

Asset and Liability Statement

12/31/2018 12/31/2017 Change YOY
Total Assets $6,642,830,953 $7,055,677,264 -5.85%
Total noninterest-bearing cash $0 $0 0.0%
Receivables $7,167,467 $7,232,543 -0.90%
Employer Contributions $0 $0 0.0%
Participant Contributions $0 $0 0.0%
Other Contributions $7,167,467 $7,232,543 -0.90%
General Investments $180,992,034 $197,077,793 -8.16%
Interest-bearing cash $24,102,336 $20,362,860 18.36%
U.S. Government Securities $156,889,698 $176,714,933 -11.22%
Corporate Debt Instruments $129,319,952 $122,549,852 5.52%
Preferred $0 $0 0.0%
All Other $129,319,952 $122,549,852 5.52%
Corporate Stocks $553,639,207 $659,798,441 -16.09%
Preferred $2,997,162 $3,116,232 -3.82%
Common $550,642,045 $656,682,209 -16.15%
Partnership/joint venture interests $0 $0 0.0%
Real estate (other than employer real property) $0 $1,573,248 -100.00%
Loans (other than to participants) $0 $0 0.0%
Participants Loans $78,735,189 $77,676,289 1.36%
Value of interest in common/collective trusts $497,146,929 $375,152,288 32.52%
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 $4,638,510,192 $4,976,044,625 -6.78%
Value of funds held in insurance co. general account $0 $0 0.0%
Other Investments $557,319,983 $638,572,185 -12.72%
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 $12,295,427 $9,090,884 35.25%
Benefit Claims Payable (1) $1,464,784 $2,315,274 -36.73%
Operating Payables (1) $10,830,643 $6,775,610 59.85%
Acquisition Indebtedness (1) $0 $0 0.0%
Other liabilities (1) $0 $0 0.0%
Net Assets $6,630,535,526 $7,046,586,380 -5.90%

Service Providers

Persons Receiving Only Eligible Indirect Compensation

  • Dodge & Cox
  • State Street Bank and Trust
  • Galliard Capital Management, Inc.
  • The Vanguard Group, Inc.
  • Global Trust Co. (Harding Loevner)
  • Touchstone Advisers' Inc.

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
Edelman Financial Engines Inc. Investment advisory (participants), Investment management, Other fees NONE $4,258,495 $1,311,234 $5,569,729
Alight Solutions and Financial Svcs Recordkeeping and information management (computing, tabulating, data processing, etc.), Investment advisory (participants), Securities brokerage, Finders' fees/placement fees, Distribution (12b-1) fees, Other fees NONE $3,400,334 $34,329 $3,434,663
Dodge & Cox Investment management NONE $2,136,625 $0 $2,136,625
Timessquare Capital Management LLC Investment management NONE $2,070,470 $0 $2,070,470
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 $238,804 $0 $238,804
Pershing LLC Shareholder servicing fees, Finders' fees/placement fees NONE $0 $69,187 $69,187
Westwood Management Corp Investment management, Soft dollars commissions NONE $0 $42,068 $42,068
Total $12,104,728 $1,456,818 $13,561,546

Indirect Compensation

Name Source of Indirect Compensation* Nature of Service Description of Indirect Compensation Indirect Compensation Paid by Plan
Edelman Financial Engines, Inc. Alight Solutions Investment advisory (participants), Investment management Other Fees $1,311,234
Timessquare Capital Management LLC Bass Trading Soft dollars commissions Generally Limited To The Amount of Commissions Used To Pay for Research Or Services Provided By Companies Other Than Broker/Dealers To Less Than 10% of Total Annual Commissions of Each Client. $0
Timessquare Capital Management LLC Virtu Fin, F/K/A Knight Capital Soft dollars commissions Generally Limited To The Amount of Commissions Used To Pay for Research Or Services Provided By Companies Other Than Broker/Dealers To Less Than 10% of Total Annual Commissions of Each Client. $0
Alight Solutions LLC Edelman Financial Engines Inc. Other fees 25% of The Advice Fee Paid To Financial Engines. $0
Alight Solutions LLC Edelman Financial Engines Inc. Other fees 30% of The Managed Account Fee Paid To Financial Engines. $0
Alight Financial Solutions LLC Pershing LLC Finders' fees/placement fees Finder's Fees $10,709
Alight Financial Solutions, LLC Multiple Mutual Fund Companies Distribution (12b-1) fees Aggregated Investment Manager Fund Fees $23,620
Timessquare Capital Management LLC Credit Suisse Soft dollars commissions Generally Limited To The Amount of Commissions Used To Pay for Research Or Services Provided By Companies Other Than Broker/Dealers To Less Than 10% of Total Annual Commissions of Each Client. $0
Timessquare Capital Management LLC Deutsche Bank Soft dollars commissions Generally Limited To The Amount of Commissions Used To Pay for Research Or Services Provided By Companies Other Than Broker/Dealers To Less Than 10% of Total Annual Commissions of Each Client. $0
Timessquare Capital Management LLC ITG Soft dollars commissions Generally Limited To The Amount of Commissions Used To Pay for Research Or Services Provided By Companies Other Than Broker/Dealers To Less Than 10% of Total Annual Commissions of Each Client. $0
Timessquare Capital Management LLC Oppenheimer Soft dollars commissions Generally Limited To The Amount of Commissions Used To Pay for Research Or Services Provided By Companies Other Than Broker/Dealers To Less Than 10% of Total Annual Commissions of Each Client. $0
Timessquare Capital Management LLC Rbc Capital Markets Soft dollars commissions Generally Limited To The Amount of Commissions Used To Pay for Research Or Services Provided By Companies Other Than Broker/Dealers To Less Than 10% of Total Annual Commissions of Each Client. $0
Timessquare Capital Management LLC Stifel Soft dollars commissions Generally Limited To The Amount of Commissions Used To Pay for Research Or Services Provided By Companies Other Than Broker/Dealers To Less Than 10% of Total Annual Commissions of Each Client. $0
Timessquare Capital Management LLC Wells Fargo Soft dollars commissions Generally Limited To The Amount of Commissions Used To Pay for Research Or Services Provided By Companies Other Than Broker/Dealers To Less Than 10% of Total Annual Commissions of Each Client. $0
Pershing LLC Multiple Mutual Fund Companies Shareholder servicing fees Shareholder Servicing Fees $19,996
Pershing LLC Multiple Mutual Fund Companies Finders' fees/placement fees Finder's Fees $49,191
Alight Financial Solutions Pershing LLC Securities brokerage commissions and fees Securities Brokerage Commissions and Fees $89,728
Alight Financial Solutions Pershing LLC Other fees Other Fees $9,987
Westwood Management Corp. Btig, LLC Soft dollars commissions Soft Dollars $3,452
Westwood Management Corp. Itg, Inc. Soft dollars commissions Soft Dollars $14,671
Westwood Management Corp. Virtu Americas, LLC Soft dollars commissions Soft Dollars $16,034
Westwood Management Corp. Instinet, Inc. Soft dollars commissions Soft Dollars $7,911
*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

Name Position Explanation
KPMG LLP Auditor New European Union Requirements for Mandatory Audit Firm Rotation Led To Re-Compete of Bae Systems Corporate Audit. Given The Synergies Between The Corporate and Benefit Plan Audits, The Erisa Plan Auditor Was Aligned To The New Corporate Auditor.

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 $264,610,170
Wells Fargo Short-Term Inv Fund S Wells Fargo Bank Minnesota, N.A. DFE: Common/Collective Trust $75,087,073
Wells Fargo Short-Term Inv Fund C Wells Fargo Bank Minnesota, N.A. DFE: Common/Collective Trust $55,123,461
Wells Fargo Fixed Income Fund Q Wells Fargo Bank Minnesota, N.A. DFE: Common/Collective Trust $54,820,593
Wells Fargo Short-Term Inv Fund N Wells Fargo Bank Minnesota, N.A. DFE: Common/Collective Trust $47,505,632
Total $497,146,929

Insurance Information

Insurance Information

There are no insurance carriers listed for this plan.