| Bae Systems Funded Retiree Welfare Benefit Tr |
| Employer Identification Number (EIN) | 046957993 |
| Name of Organization | Bae Systems Funded Retiree Welfare Benefit Tr |
| In Care of Name | Sun Trust Bank |
| Address | 1101 Wilson Blvd Ste 2000, Arlington, VA 22209-2293 |
| Subsection | Voluntary Employees' Beneficiary Association (Non-Govt. Emps.) |
| Ruling Date | 12/2003 |
| Deductibility | Contributions are not deductible |
| Foundation | All organizations except 501(c)(3) |
| Organization | Corporation |
| Exempt Organization Status | Unconditional Exemption |
| Tax Period | 12/2010 |
| Assets | $50,000,000 to greater |
| Income | $50,000,000 to greater |
| Filing Requirement | 990 (all other) or 990EZ return |
| Asset Amount | $146,459,653 |
| Amount of Income | $180,979,979 |
| Form 990 Revenue Amount | $36,490,087 |
| National Taxonomy of Exempt Entities (NTEE) | Mutual/Membership Benefit Organizations, Other: Voluntary Employees Beneficiary Associations (Non-Government) |
| Revenue, Expenses, and Changes in Net Assets or Fund Balances |
| 2003 | 2004 | 2005 | 2006 | 2007 |
|---|
| Total revenue | $18,316,380 | $20,945,821 | $19,399,246 | $17,952,895 | $18,594,946 |
| Contributions, gifts, grants, and similar amounts received | $0 | $0 | $0 | $0 | $0 |
| Contributions to donor advised funds | | | | $0 | $0 |
| Direct public support | $0 | $0 | $0 | $0 | $0 |
| Indirect public support | $0 | $0 | $0 | $0 | $0 |
| Government contributions (grants) | $0 | $0 | $0 | $0 | $0 |
| Program service revenue including government fees and contracts | $17,947,021 | $18,949,895 | $15,098,880 | $16,272,208 | $14,505,681 |
| Membership dues and assessments | $0 | $0 | $0 | $0 | $0 |
| Interest on savings and temporary cash investments | $45,604 | $2,424 | $4,248 | $12,592 | $5,773 |
| Dividends and interest from securities | $462,512 | $761,699 | $4,057,022 | $1,502,217 | $1,864,262 |
| Net rental income or (loss) | $0 | $0 | $0 | $0 | $0 |
| Gross rents | $0 | $0 | $0 | $0 | $0 |
| Less: rental expenses | $0 | $0 | $0 | $0 | $0 |
| Other investment income | $0 | $0 | $0 | $0 | $0 |
| Gain or (loss) from sales of assets other than inventory | $-143,839 | $730,448 | $215,022 | $165,435 | $1,027,453 |
| Gross amount from sales of assets other than inventory | $25,082,134 | $46,200,623 | $33,831,455 | $160,233,073 | $49,099,301 |
| Less: cost or other basis and sales expenses | $25,225,973 | $45,470,175 | $33,616,433 | $160,067,638 | $48,071,848 |
| Net income or (loss) from special events and activities | $0 | $0 | $0 | $0 | $0 |
| Gross revenue | $0 | $0 | $0 | $0 | $0 |
| Less: direct expenses other than fundraising expenses | $0 | $0 | $0 | $0 | $0 |
| Gross profit or (loss) from sales of inventory | $0 | $0 | $0 | $0 | $0 |
| Gross sales of inventory, less returns and allowances | $0 | $0 | $0 | $0 | $0 |
| Less: cost of goods sold | $0 | $0 | $0 | $0 | $0 |
| Other revenue | $5,082 | $501,355 | $24,074 | $443 | $1,191,777 |
| Total expenses | $9,211,905 | $11,329,198 | $12,966,527 | $13,455,058 | $13,777,623 |
| Program services | $0 | $0 | $0 | $0 | $0 |
| Management and general | $0 | $0 | $0 | $0 | $0 |
| Fundraising | $0 | $0 | $0 | $0 | $0 |
| Payments to affiliates | $0 | $0 | $0 | $0 | $0 |
| Net assets or fund balances at end of year | $37,689,092 | $48,395,599 | $51,140,714 | $60,510,378 | $65,065,991 |
| Excess or (deficit) for the year | $9,104,475 | $9,616,623 | $6,432,719 | $4,497,837 | $4,817,323 |
| Net assets or fund balances at beginning of year | $26,481,061 | $37,689,092 | $48,395,599 | $51,140,714 | $60,510,378 |
| Other changes in net assets or fund balances | $2,103,556 | $1,089,884 | $-3,687,604 | $4,871,827 | $-261,710 |
| Statement of Functional Expenses (for 2007) |
| Total | Program services | Management and general | Fundraising |
|---|
| Total functional expenses | $13,777,623 | $0 | $0 | $0 |
| Grants paid from donor advised funds | | $0 | | |
| Other grants and allocations | | $0 | | |
| Specific assistance to individuals | | $0 | | |
| Benefits paid to or for members | | $0 | | |
| Compensation of current officers, directors, key employees, etc. | $32,832 | $0 | $0 | $0 |
| Compensation of former officers, directors, key employees, etc. | $0 | $0 | $0 | $0 |
| Compensation and other distributions, not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) | $0 | $0 | $0 | $0 |
| Salaries and wages of employees not included above | $0 | $0 | $0 | $0 |
| Pension plan contributions not included above | $0 | $0 | $0 | $0 |
| Employee benefits not included above | $0 | $0 | $0 | $0 |
| Payroll taxes | $0 | $0 | $0 | $0 |
| Professional fundraising fees | $0 | $0 | $0 | $0 |
| Accounting fees | $0 | $0 | $0 | $0 |
| Legal fees | $0 | $0 | $0 | $0 |
| Supplies | $0 | $0 | $0 | $0 |
| Telephone | $0 | $0 | $0 | $0 |
| Postage and shipping | $0 | $0 | $0 | $0 |
| Occupancy | $0 | $0 | $0 | $0 |
| Equipment rental and maintenance | $0 | $0 | $0 | $0 |
| Printing and publications | $0 | $0 | $0 | $0 |
| Travel | $0 | $0 | $0 | $0 |
| Conferences, conventions, and meetings | $0 | $0 | $0 | $0 |
| Interest | $0 | $0 | $0 | $0 |
| Depreciation, depletion, etc. | $0 | $0 | $0 | $0 |
| Other expenses not covered above | $13,744,791 | $0 | $0 | $0 |
| Balance Sheets |
| 2003 | 2004 | 2005 | 2006 | 2007 |
|---|
| Total assets | $37,689,092 | $48,395,599 | $51,140,714 | $60,510,378 | $65,065,991 |
| Cash - non-interest-bearing | $0 | $0 | $0 | $0 | $0 |
| Savings and temporary cash investments | $227 | $33 | $106 | $0 | $0 |
| Accounts receivable less allowance for doubtful accounts | $12 | $267 | $185 | $95,975 | $103,731 |
| Pledges receivable less allowance for doubtful accounts | $0 | $0 | $0 | $0 | $0 |
| Grants receivable | $0 | $0 | $0 | $0 | $0 |
| Receivables from current and former officers, directors, trustees, and key employees | $0 | $0 | $0 | $0 | $0 |
| Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) | | | | $0 | $0 |
| Other notes and loans receivable less allowance for doubtful accounts | $0 | $0 | $0 | $0 | $0 |
| Inventories for sale or use | $0 | $0 | $0 | $0 | $0 |
| Prepaid expenses and deferred charges | $0 | $0 | $0 | $0 | $0 |
| Investments - publicly-traded securities | | | | $60,414,403 | $64,962,260 |
| Investments - other securities | $37,688,853 | $48,395,299 | $51,140,423 | $0 | $0 |
| Investments - land, buildings, and equipment less accumulated depreciation | $0 | $0 | $0 | $0 | $0 |
| Investments - other | $0 | $0 | $0 | $0 | $0 |
| Land, buildings, and equipment less accumulated depreciation | $0 | $0 | $0 | $0 | $0 |
| Other assets, including program-related investments | $0 | $0 | $0 | $0 | $0 |
| Total liabilities | $0 | $0 | $0 | $0 | $0 |
| Accounts payable and accrued expenses | $0 | $0 | $0 | $0 | $0 |
| Grants payable | $0 | $0 | $0 | $0 | $0 |
| Deferred revenue | $0 | $0 | $0 | $0 | $0 |
| Loans from officers, directors, trustees, and key employees | $0 | $0 | $0 | $0 | $0 |
| Tax-exempt bond liabilities | $0 | $0 | $0 | $0 | $0 |
| Mortgages and other notes payable | $0 | $0 | $0 | $0 | $0 |
| Other liabilities | $0 | $0 | $0 | $0 | $0 |
| Total liabilities and net assets/fund balances | $37,689,092 | $48,395,599 | $51,140,714 | $60,510,378 | $65,065,991 |
| Total net assets or fund balances | $37,689,092 | $48,395,599 | $51,140,714 | $60,510,378 | $65,065,991 |
| Total number of officers, directors, and trustees permitted to vote on organization business at board meetings | 0 |
| Are any officers, directors, trustees, or key employees listed in Form 990, Part V-A, or highest compensated employees listed in Schedule A, Part I, or highest compensated professional and other independent contractors listed in Schedule A, Part II-A or II-B, related to each other through family or business relationships? | No |
| Do any officers, directors, trustees, or key employees listed in Form 990, Part V-A, or highest compensated employees listed in Schedule A, Part I, or highest compensated professional and other independent contractors listed in Schedule A, Part II-A or II-B, receive compensation from any other organizations, whether tax exempt or taxable, that are related to the organization? | No |
| Does the organization have a written conflict of interest policy? | No |
| Other Information |
| Did the organization have unrelated business gross income of $1,000 or more during the year covered by this return, and has it filed a tax return on Form 990-T for this year? | Yes |
| Was there a liquidation, dissolution, termination, or substantial contraction during the year? | No |
| Is the organization related (other than by association with a statewide or nationwide organization) through common membership, governing bodies, trustees, officers, etc., to any other exempt or nonexempt organization? | No |
| Direct and indirect political expenditures | $0 |
| Did the organization file Form 1120-POL for this year? | No |
| Were substantially all dues nondeductible by members? | |
| Did the organization make only in-house lobbying expenditures of $2,000 or less? | |
| Dues, assessments, and similar amounts from members | $0 |
| Section 162(e) lobbying and political expenditures | $0 |
| Aggregate nondeductible amount of section 6033(e)(1)(A) dues notices | $0 |
| Taxable amount of lobbying and political expenditures | $0 |
| Does the organization elect to pay the section 6033(e) tax on the amount above? | |
| If section 6033(e)(1)(A) dues notices were sent, does the organization agree to add the amount above to its reasonable estimate of dues allocable to nondeductible lobbying and political expenditures for the following tax year? | |
| Initiation fees and capital contributions | $0 |
| Gross receipts for public use of club facilities | $0 |
| At any time during the year, did the organization, directly or indirectly, own a controlled entity within the meaning of section 512(b)(13)? | No |
| Amount of tax imposed on the organization during the year under: section 4911 | $0 |
| Amount of tax imposed on the organization during the year under: section 4912 | $0 |
| Amount of tax imposed on the organization during the year under: section 4955 | $0 |
| Did the organization engage in any section 4958 excess benefit transaction during the year or did it become aware of an excess benefit transaction from a prior year? | |
| Amount of tax imposed on the organization managers or disqualified persons during the year under sections 4912, 4955, and 4958 | $0 |
| Amount of tax above, reimbursed by the organization | $0 |
| At any time during the tax year, was the organization a party to a prohibited tax shelter transaction? | No |
| Did the organization acquire a direct or indirect interest in any applicable insurance contract? | No |
| Did the supporting organization, or a fund maintained by a sponsoring organization, have excess business holdings at any time during the year? | No |
| Number of employees employed in the pay period that includes March 12, 2006 | 0 |
| Analysis of Income-Producing Activities (for 2007) |
| Unrelated business income | Excluded by section 512, 513, or 514 | Related or exempt function income |
|---|
| Business code | Amount | Exclusion code | Amount |
|---|
| Total | | $1,195,435 | | $16,769,082 | $630,429 |
| Program service revenue |
| Program service revenue 1 | 000000 | $0 | Section 501(c)(9), or (17) organization - Non-exempt function income set aside for the payment of life, sick, accident, or other benefits (section 512(a)(3)(B)(ii)) | $7,922,213 | $0 |
| Program service revenue 2 | 000000 | $0 | Section 501(c)(9), or (17) organization - Non-exempt function income set aside for the payment of life, sick, accident, or other benefits (section 512(a)(3)(B)(ii)) | $6,583,468 | $0 |
| Program service revenue 3 | 000000 | $0 | 00 | $0 | $0 |
| Program service revenue 4 | 000000 | $0 | 00 | $0 | $0 |
| Program service revenue 5 | 000000 | $0 | 00 | $0 | $0 |
| Medicare/Medicaid payments | 000000 | $0 | 00 | $0 | $0 |
| Fees and contracts from government agencies | 000000 | $0 | 00 | $0 | $0 |
| Membership dues and assessments | 000000 | $0 | 00 | $0 | $0 |
| Interest on savings and temporary cash investments | Investment activities of section 501(c)(7), (9), or (17) organizations | $4,341 | Section 501(c)(9), or (17) organization - Non-exempt function income set aside for the payment of life, sick, accident, or other benefits (section 512(a)(3)(B)(ii)) | $1,432 | $0 |
| Dividends and interest from securities | Investment activities of section 501(c)(7), (9), or (17) organizations | $383,055 | Section 501(c)(9), or (17) organization - Non-exempt function income set aside for the payment of life, sick, accident, or other benefits (section 512(a)(3)(B)(ii)) | $850,778 | $630,429 |
| Net rental income or (loss) from real estate |
| debt-financed property | 000000 | $0 | 00 | $0 | $0 |
| not debt-financed property | 000000 | $0 | 00 | $0 | $0 |
| Net rental income or (loss) from personal property | 000000 | $0 | 00 | $0 | $0 |
| Other investment income | 000000 | $0 | 00 | $0 | $0 |
| Gain or (loss) from sales of assets other than inventory | Investment activities of section 501(c)(7), (9), or (17) organizations | $808,039 | Section 501(c)(9), or (17) organization - Non-exempt function income set aside for the payment of life, sick, accident, or other benefits (section 512(a)(3)(B)(ii)) | $219,414 | $0 |
| Net income or (loss) from special events | 000000 | $0 | 00 | $0 | $0 |
| Gross profit or (loss) from sales of inventory | 000000 | $0 | 00 | $0 | $0 |
| Other revenue | 000000 | $0 | Section 501(c)(9), or (17) organization - Non-exempt function income set aside for the payment of life, sick, accident, or other benefits (section 512(a)(3)(B)(ii)) | $1,191,777 | $0 |
| Statements About Activities (for 2007) |
| Expenses paid or incurred in connection with the lobbying activities | $0 |
| Did the organization receive or hold an easement for conservation purposes, including easements to preserve open space, the environment, historic land areas or historic structures? | |
| Did the organization provide credit counseling, debt management, credit repair, or debt negotiation services? | |
| Did the organization maintain any donor advised funds? | |
| Did the organization make any taxable distributions under section 4966? | |
| Did the organization make a distribution to a donor, donor advisor, or related person? | |
| Enter the total number of donor advised funds owned at the end of the tax year | $0 |
| Enter the aggregate value of assets held in all donor advised funds owned at the end of the tax year | $0 |
| Enter the total number of separate funds or accounts owned at the end of the tax year (excluding donor advised funds included above) where donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts | $0 |
| Enter the aggregate value of assets held in all funds or accounts included above at the end of the tax year | $0 |
| Support Schedule |
| 2002 | 2003 | 2004 | 2005 | 2006 |
|---|
| Total | $0 | $0 | $0 | $0 | $0 |
| Gifts, grants, and contributions received | $0 | $0 | $0 | $0 | $0 |
| Membership fees received | $0 | $0 | $0 | $0 | $0 |
| Gross receipts from admissions, merchandise sold or services performed, or furnishing of facilities in any activity that is related to the organization's charitable, etc., purpose | $0 | $0 | $0 | $0 | $0 |
| Gross income from interest, dividends, amounts received from payments on securities loans (section 512(a)(5)), rents, royalties, and unrelated business taxable income (less section 511 taxes) from businesses acquired by the organization after June 30, 1975 | $0 | $0 | $0 | $0 | $0 |
| Net income from unrelated business activities not included above | $0 | $0 | $0 | $0 | $0 |
| Tax revenues levied for the organization's benefit and either paid to it or expended on its behalf | $0 | $0 | $0 | $0 | $0 |
| The value of services or facilities furnished to the organization by a governmental unit without charge. Do not include the value of services or facilities generally furnished to the public without charge | $0 | $0 | $0 | $0 | $0 |
| Other income | $0 | $0 | $0 | $0 | $0 |
| Organizations performing similar types of work |
| Id | Name | Address | State | Established | Total Income |
|---|
| 1 | Bankamerica Group Benefits Program Tr | PO BOX 831041, Dallas, TX 75283-1041 | TX | 1999-09 | $2,644,095,252 |
| 2 | General Motors Health Care Trust For Salaried Retirees | PO BOX 711034, Columbus, OH 43271-0001 | OH | 2005-01 | $2,357,872,443 |
| 3 | General Motors Welfare Benefit Tr | 300 Renaissance Center, Detroit, MI 48265-0001 | MI | 1998-05 | $1,897,212,317 |
| 4 | 1199 National Benefit Fund For Hospital & Human Service Employees | PO BOX 842, New York, NY 10108-0842 | NY | 2002-04 | $1,311,097,463 |
| 5 | Ascension Health Welfare Benefits Trust | PO BOX 46944, Saint Louis, MO 63146-6944 | MO | 2001-01 | $808,492,655 |
| 6 | Bae Systems North America Welfare Benefit Trust | 1101 Wilson Blvd Ste 2000, Arlington, VA 22209-2293 | VA | 1993-08 | $732,756,969 |
| 7 | Microsoft Corporation 501c9 Tr | 1 Microsoft Way, Redmond, WA 98052-8300 | WA | 2000-05 | $721,873,471 |
| 8 | Gannett Group Life Insurance & Medical Care Programs | 7950 Jones Branch Dr, Mclean, VA 22102-3302 | VA | 1999-02 | $316,983,952 |
| 9 | Bae Systems Funded Retiree Welfare Benefit Tr | 1101 Wilson Blvd Ste 2000, Arlington, VA 22209-2293 | VA | 2003-12 | $180,979,979 |
| 10 | Brinks Company Employee Welfare Benefit Trust | PO BOX 18100, Richmond, VA 23226-8100 | VA | 1999-04 | $94,381,639 |
| 11 | Dominion Resources Services Inc Retiree Medical Welfare Tr | 120 Tredegar St, Richmond, VA 23219-4306 | VA | 2005-02 | $13,283,824 |
| 12 | Alpa And Ifalpa Aircrew Loss Of License Plan And Trust, Babbitt J Randolph Ttee | PO BOX 1169, Herndon, VA 20172-1169 | VA | 2000-10 | $1,661,022 |
| 13 | Hooker Furniture Corporation Employee Benefit Trust | PO BOX 4708, Martinsville, VA 24115-4708 | VA | 2004-10 | $5,410,094 |
| 14 | Fedex Post Medicare Retiree Health Plan Benefits Veba Tr | 535 Herndon Pkwy, Herndon, VA 20170-5226 | VA | 2008-08 | $4,402,233 |
| 15 | First Community Bancshares Inc Welfare Benefits Trust | PO BOX 989, Bluefield, VA 24605-0989 | VA | 2001-07 | $4,278,799 |
| 16 | Endless Horizons Inc | 3586 Horizons Way, Harrisonburg, VA 22802-1776 | VA | 2009-07 | $3,748,445 |
| 17 | Atlantic Coast Health Plan | 5305 Virginia Beach Blvd, Norfolk, VA 23502 | VA | 1989-05 | $2,847,296 |
| 18 | Perot Systems Government Services Fringe Benefit Pl Tr For Employees | 8270 Willow Oaks Corporate Drive, Fairfax, VA 22031-4516 | VA | 2006-08 | $2,765,068 |
| 19 | M C Dean Inc Benefits Training Tr | 22461 Shaw Rd, Dulles, VA 20166-4319 | VA | 2004-10 | $1,379,458 |
| 20 | Csr Post Retirement Veba | 3170 Fairview Park Dr, Falls Church, VA 22042-4516 | VA | 1999-02 | $1,319,331 |
| 21 | Amsec Llc Employee Health And Welfare Benefits Trust | 2829 Guardian Ln, Virginia Bch, VA 23452-7328 | VA | 2007-01 | $1,123,961 |
| 22 | International Training Institute For The Sheet Metal And Air, Kuczynski Thaddues Ttee | 601 N Fairfax St Ste 240, Alexandria, VA 22314-2083 | VA | 2000-08 | $300,816 |
| 23 | Employer-Contribution Veba Tr Fbo Hampden-Sydeny College | PO BOX 127, Hmpden Sydney, VA 23943-0127 | VA | 2008-05 | $225,094 |
| 24 | Law Enforcement Benevolent Fund Of Northern Virginia Inc | 4094 Majestic Lane 378, Fairfax, VA 22033-2104 | VA | 2000-11 | $181,735 |
| 25 | Merge Computer Group Inc Bcbs Demutualizatin Tr | 6800 Paragon Pl Ste 401, Richmond, VA 23230-1656 | VA | 1999-08 | $174,401 |
| 26 | Employer-Contribution Veba Trust For Shenandoah University | 1460 University Drive, Winchester, VA 22601 | VA | 2008-09 | $157,338 |
| 27 | Employee After-Tax Contribution Veba Trust Forhampden-Sydney | Box 127 College Rd, Hampdensydney, VA 23943 | VA | 2008-05 | $36,540 |
| 28 | Augusta Cooperative Employee Benefit Fund | 1205 B Richmond Rd, Staunton, VA 24401-4909 | VA | 2005-03 | $607 |
| 29 | International Union United Auto Aerospace & Agricultural Workers O, Uaw Local #2999 | 232 West King Street, Strasburg, VA 22657 | VA | 1941-06 | $0 |
| 30 | Newmarket & Affiliates Group Insurance Plan Trust | 330 South Fourth Street, Richmond, VA 23219 | VA | 2001-08 | $0 |
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