2023-04-04T15:36:45-05:00 2022-12-31 251408703 SCHNEIDER DOWNS & CO INC ONE PPG PLACE SUITE 1700 PITTSBURGH PA 15222 990 2022-01-01 521876490 BIT HOLDINGS THREE INC BITH 4102375727 CO PNC BANK NA ONE E PRATT STREET BALTIMORE MD 21202 CYNTHIA HELMS VICE PRESIDENT 4102375727 2023-03-28 1 CYNTHIA HELMS 999009999 1 SARAH R PIOT P01358891 4122613644 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z CYNTHIA HELMS C/O PNC BANK NA ONE E PRATT STREET BALTIMORE MD 21202 93924791 0 X N/A X 1994 MD THE CORPORATION WAS ORGANIZED TO ACQUIRE REAL PROPERTY, HOLD TITLE THERETO, COLLECT INCOME FROM SUCH PROPERTY, AND REMIT THE ENTIRE AMOUNT LESS EXPENSES TO QUALIFIED SHAREHOLDERS. 7 7 0 7 0 0 0 0 0 0 -209667 -14406220 55070683 54648620 54861016 40242400 0 0 0 0 0 0 0 0 0 8474675 7658228 8474675 7658228 46386341 32584172 1289791914 969623957 283021769 178290667 1006770145 791333290 THE CORPORATION WAS ORGANIZED FOR THE EXCLUSIVE PURPOSE OF ACQUIRING REAL PROPERTY, HOLDING TITLE THERETO, COLLECTING THE INCOME FROM SUCH PROPERTY, AND REMITTING THE ENTIRE AMOUNT LESS EXPENSES TO QUALIFIED SHAREHOLDERS. 0 0 THE CORPORATION WAS ORGANIZED FOR THE EXCLUSIVE PURPOSE OF ACQUIRING REAL PROPERTY, HOLDING TITLE THERETO, COLLECTING THE INCOME FROM SUCH PROPERTY, AND REMITTING THE ENTIRE AMOUNT LESS EXPENSES TO THE AFL-CIO BUILDING INVESTMENT TRUST. DURING 2022, BIT HOLDINGS THREE OWNED SEVERAL PROPERTIES, DIRECTLY AND INDIRECTLY, AND DISTRIBUTED APPROXIMATELY $341 MILLION OF EARNINGS FROM THE RENTAL OF SUCH PROPERTY TO THE AFL-CIO BUILDING INVESTMENT TRUST. 0 0 0 0 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 X 7 7 1 1 0 0 1 1 1 1 1 0 0 1 0 0 0 0 0 0 CA X CYNTHIA HELMS 4102375727 C/O PNC BANK NA ONE E PRATT STREET BALTIMORE MD 21202 X RINSE A BRINK PRES/ASST SECRETARY/ASST TREASURER 0.20 0.80 X X 0 0 0 AUSTIN CATES VP/ASSISTANT SECRETARY 0.10 0.40 X X 0 0 0 ROBERT COULMAN VP/ASSISTANT SECRETARY 0.10 0.40 X X 0 0 0 CLAYTON FLANAGAN VP/ASSISTANT SECRETARY 0.20 0.80 X X 0 0 0 CYNTHIA HELMS VP/SECRETARY/TREASURER 0.20 0.80 X X 0 0 0 KENNETH MARTY JR VP/ASSISTANT SECRETARY 0.10 0.40 X X 0 0 0 WILLIAM K MIHM VP/ASSISTANT SECRETARY 0.10 0.40 X X 0 0 0 PNC BANK NA TRUSTEE 0.10 0.40 X 0 0 0 0 0 0 0 0 0 0 0 93924791 39276171 54648620 54648620 54648620 14406220 -14406220 -14406220 -14406220 40242400 0 0 40242400 80737 7441037 19453 APPRAISAL FEES 115087 TAXES 1914 7658228 4276419 3501568 0 0 2265165 2857637 0 0 0 0 1150330 1471729 961793023 1282100000 961793023 1289791914 969623957 22694143 19074009 1948205 1598019 256000019 156000000 2379402 1618639 283021769 178290667 X 1006770145 791333290 0 0 0 0 1006770145 791333290 1289791914 969623957 X 32584172 -67260629 -180760398 X X 0 1 X 1 0 35272976 35272976 855837222 855837222 62940092 62940092 7742733 7742733 961793023 SECURITY DEPOSITS 1618639 1618639 X PART X, LINE 2: BIT HOLDINGS THREE, INC. IS A TITLE HOLDING CORPORATION WITHIN THE MEANING OF IRC SECTION 501(C)(25), AND A WHOLLY-OWNED SUBSIDIARY OF THE AFL-CIO BUILDING INVESTMENT TRUST (THE "TRUST"). THE INCOME TAX FOOTNOTE FROM THE TRUST'S 2022 CONSOLIDATED FINANCIAL STATEMENTS IS AS FOLLOWS: THE INTERNAL REVENUE SERVICE HAS RULED THAT THE TRUST IS A QUALIFIED TRUST AS DESCRIBED IN REVENUE RULING 81-100 AND IS EXEMPT FROM INCOME TAX UNDER SECTION 501(A) OF THE INTERNAL REVENUE CODE, WITH RESPECT TO FUNDS THAT EQUITABLY BELONG TO PARTICIPATING TRUSTS THAT ARE QUALIFIED UNDER 401(A) AND WITH RESPECT TO FUNDS THAT EQUITABLY BELONG TO ITS PARTICIPATING INDIVIDUAL RETIREMENT ACCOUNTS THAT ARE QUALIFIED UNDER 408. THE TRUST IS SUBJECT TO TAX ON ITS UNRELATED BUSINESS INCOME. DURING 2022, THE TRUST DID NOT GENERATE ANY SIGNIFICANT UNRELATED BUSINESS INCOME. ACCORDINGLY, NO PROVISION FOR FEDERAL OR STATE INCOME TAX HAS BEEN RECORDED IN THE ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENTS. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES REQUIRE THE TRUST TO DETERMINE WHETHER A TAX POSITION TAKEN BY THE TRUST IS MORE LIKELY THAN NOT TO BE SUSTAINED UPON EXAMINATION BY THE APPLICABLE TAXING AUTHORITY, BASED ON THE TECHNICAL MERITS OF THE POSITION. FOR THE TRUST, THE TAX YEARS ENDED DECEMBER 31, 2019 THROUGH THE CURRENT YEAR REMAIN OPEN FOR EXAMINATION BY FEDERAL AND STATE TAX AUTHORITIES. THE TRUST HAS NO UNRECOGNIZED TAX BENEFITS OR LIABILITIES, AND CONSEQUENTLY, HAD NO RELATED ACCRUED INTEREST AND PENALTIES AT THE BEGINNING OR END OF 2022. FORM 990, PART VI, SECTION A, LINE 2 ALL OFFICERS AND DIRECTORS ARE EMPLOYED DIRECTLY OR INDIRECTLY BY THE INSTITUTIONAL TRUSTEE OF BIT HOLDINGS THREE, INC.'S PARENT COMPANY. SEE DISCLOSURE FOR FORM 990, PART VI, SECTION A, LINE 3 FOR FURTHER EXPLANATION. FORM 990, PART VI, SECTION A, LINE 3 PNC BANK, NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED STATES ("PNC BANK OR "TRUSTEE"), IS THE INSTITUTIONAL TRUSTEE FOR THE AFL-CIO BUILDING INVESTMENT TRUST (THE "TRUST"), WHICH IS THE PARENT FOR BIT HOLDINGS THREE, INC. PURSUANT TO THE TRUST AGREEMENT, PNC BANK IS RESPONSIBLE FOR ALL ASPECTS OF THE MANAGEMENT AND ADMINISTRATION OF THE TRUST, INCLUDING THE SELECTION OF THE INVESTMENTS. PURSUANT TO AN INVESTMENT ADVISORY AGREEMENT, AS AMENDED FROM TIME TO TIME, PNC BANK CURRENTLY RETAINS PNC REALTY INVESTORS, INC., AN INVESTMENT ADVISOR REGISTERED WITH THE SEC PURSUANT TO THE INVESTMENT ADVISORS ACT OF 1940, AS AMENDED ("PRI OR "INVESTMENT ADVISOR"), TO PERFORM INVESTMENT ADVISORY, MANAGEMENT, AND ADMINISTRATION SERVICES. PURSUANT TO THE INVESTMENT ADVISORY AGREEMENT AND OTHER POLICIES AND PROCEDURES FOR THE TRUST, EMPLOYEES OF PRI AND/OR PNC BANK SERVE AS THE OFFICERS AND DIRECTORS OF THE SINGLE PURPOSE ENTITIES OF THE TRUST, INCLUDING BIT HOLDINGS THREE, INC., WHICH OWN, DIRECTLY OR INDIRECTLY, THE REAL ESTATE INVESTMENTS. GENERALLY, NEITHER THE TRUST NOR THE SINGLE PURPOSE ENTITIES, INCLUDING BIT HOLDINGS THREE, INC., HAS EMPLOYEES OF THEIR OWN. RATHER, THE TRUST AND BIT HOLDINGS THREE, INC. ARE ADMINISTRATED AND MANAGED THROUGH PNC BANK AND PRI EMPLOYEES, INTERNAL COMMITTEES AND MANAGEMENT. PNC BANK EARNS A TRUSTEE'S FEE, WHICH IS PAID OUT OF THE ASSETS OF THE TRUST. CERTAIN EXPENSES OF PNC BANK AND PRI, IN CONNECTION WITH THEIR SERVICES TO THE TRUST, ARE REIMBURSED FROM THE ASSETS OF THE TRUST. EMPLOYEES OF PNC BANK AND PRI ARE COMPENSATED DIRECTLY BY THEIR EMPLOYERS; NO COMPENSATION IS PROVIDED BY THE TRUST OR BIT HOLDINGS THREE, INC. FORM 990, PART VI, SECTION A, LINE 6 BIT HOLDINGS THREE, INC. IS A TITLE HOLDING CORPORATION WITHIN THE MEANING OF IRC 501(C)(25). IT IS ORGANIZED AND OPERATED EXCLUSIVELY TO HOLD TITLE TO PROPERTY, COLLECT INCOME FROM SUCH PROPERTY, AND DISTRIBUTE SUCH INCOME, LESS APPLICABLE EXPENSES, TO ITS DIRECT OR INDIRECT SOLE OWNER, THE AFL-CIO BUILDING INVESTMENT TRUST (THE "TRUST"). THE TRUST IS A BANK COLLECTIVE TRUST FUND IN WHICH QUALIFIED PENSION AND RETIREMENT PLANS INVEST. PURSUANT TO AN IRS DETERMINATION LETTER, THE TRUST QUALIFIES AS A GROUP TRUST WITHIN THE MEANING OF REVENUE RULING 81-100 AND, THEREFORE, IS GENERALLY EXEMPT FROM FEDERAL INCOME TAXATION UNDER CODE SECTION 501(A). THE TRUST INVESTS, PRIMARILY THROUGH EQUITY INVESTMENT AND MORTGAGE FINANCING, IN COMMERCIAL REAL ESTATE DEVELOPMENTS AND ACQUISITIONS THROUGHOUT THE UNITED STATES. THE TRUST GENERALLY INVESTS EQUITY IN REAL ESTATE INDIRECTLY THROUGH ONE OR MORE SINGLE PURPOSE ENTITIES, SUCH AS BIT HOLDINGS THREE, INC. FORM 990, PART VI, SECTION A, LINE 7A REFER TO THE DISCLOSURE BELOW FOR FORM 990, PART VI, LINE 7B. FORM 990, PART VI, SECTION A, LINE 7B PNC BANK, IN ITS CAPACITY AS TRUSTEE OF THE AFL-CIO BUILDING INVESTMENT TRUST, HAS THE POWER TO ELECT AND REMOVE THE DIRECTORS OF THE ORGANIZATION, APPROVE MERGERS AND APPROVE THE DISSOLUTION OF THE ORGANIZATION. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM BASED ON INFORMATION PROVIDED BY THE ORGANIZATION. PRIOR TO FILING, THE FORM 990 IS REVIEWED IN DETAIL BY THE SECRETARY AND A COPY IS PROVIDED TO THE ENTIRE GOVERNING BODY. FORM 990, PART VI, SECTION B, LINE 12: PNC BANK AND PRI HAVE WRITTEN AND ORAL INTERNAL POLICIES AND PROCEDURES REGARDING THE ADMINISTRATION AND MANAGEMENT OF THE TRUST, WHICH WOULD ALSO EXTEND TO THEIR PERFORMANCE OF SERVICES TO THE SINGLE PURPOSE ENTITIES, INCLUDING BIT HOLDINGS THREE, INC. THE WRITTEN POLICIES OF PNC AND/OR PRI INCLUDE, BUT ARE NOT LIMITED TO, POLICIES AND PROCEDURES DESIGNED TO PREVENT, MONITOR AND DISCLOSE ANY APPLICABLE CONFLICTS OF INTEREST, RECORD RETENTION AND DESTRUCTION POLICIES, AND WHISTEBLOWING POLICIES AND PROCEDURES. THE RECORD-RETENTION POLICIES GENERALLY REQUIRE RECORD RETENTION FOR A MINIMUM OF FIVE OR MORE YEARS. ALL POLICIES AND PROCEDURES, INCLUDING THOSE MENTIONED ABOVE, ARE MONITORED BY THE APPLICABLE COMPLIANCE DEPARTMENTS AND OFFICERS ON A PERIODIC BASIS, AND INTERNAL AUDIT DEPARTMENTS OF PNC AND PRI ROUTINELY TEST THESE POLICIES AND PROCEDURES. ALL EMPLOYEES OF PNC BANK AND PRI, INCLUDING THOSE EMPLOYEES WHO SERVE AS THE OFFICERS AND DIRECTORS OF BIT HOLDINGS THREE, INC., ARE SUBJECT TO THESE POLICIES AND PROCEDURES, AND ARE CHARGED WITH DISCLOSING IMMEDIATELY OR ROUTINELY, AS APPLICABLE, CONFLICTS OF INTEREST. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION DOES NOT MAKE ITS GOVERNING DOCUMENTS AVAILABLE TO THE PUBLIC. THERE IS NO CONFLICT OF INTEREST POLICY OR FINANCIAL STATEMENTS APPLICABLE TO ONLY THE ORGANIZATION AND THE BROADER POLICIES AND FINANCIAL STATEMENTS ARE NOT AVAILABLE TO THE PUBLIC. SEE FURTHER EXPLANATION REGARDING THE CONFLICT OF INTEREST POLICY IN THE DISCLOSURE FOR FORM 990, PART VI, SECTION B, LINE 12. FORM 990, PART XI, LINE 9: CAPITAL CONTRIBUTIONS/DISTRIBUTIONS -180,760,398. FORM 990, PART XI, QUESTION 2C, FINANCIAL STATEMENTS AND REPORTING: MANAGEMENT IS RESPONSIBLE FOR THE SELECTION OF THE INDEPENDENT ACCOUNTANTS. THIS PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. FORM 990, PAGE 1, ITEM H(C): BIT HOLDINGS THREE, INC. IS RECOGNIZED AS A 501(C)(25) ORGANIZATION. QUALIFIED SUBSIDIARIES OF BIT HOLDINGS THREE, INC. ARE NOT REQUIRED TO FILE SEPARATE FEDERAL INCOME TAX RETURNS, BUT ARE INCLUDED IN THE ANNUAL RETURN OF BIT HOLDINGS THREE, INC. A GROUP EXEMPTION NUMBER (GEN) IS NOT ISSUED TO A 501(C)(25) ORGANIZATION. SEE SCHEDULE R, PART I FOR A LIST OF THE NAME, ADDRESS, AND EMPLOYER IDENTIFICATION NUMBER OF EACH QUALIFIED SUBSIDIARY. BIT HOLDINGS FORTY-SIX INC C/O PNC BANK NA ONE E PRATT ST BALTIMORE MD 21202 522191387 TITLE HOLDING COMPANY MD 4791767 314534 BIT HOLDINGS THREE INC BIT HOLDINGS FIFTY-ONE INC C/O PNC BANK NA ONE E PRATT ST BALTIMORE MD 21202 200251229 TITLE HOLDING COMPANY MD 2944157 53098381 BIT HOLDINGS THREE INC BIT HOLDINGS FIFTY-FOUR INC C/O PNC BANK NA ONE E PRATT ST BALTIMORE MD 21202 201990987 TITLE HOLDING COMPANY MD 5720121 47230902 BIT HOLDINGS THREE INC BIT HOLDINGS SIXTY-THREE INC C/O PNC BANK NA ONE E PRATT ST BALTIMORE MD 21202 204444529 TITLE HOLDING COMPANY MD 4393743 103122566 BIT HOLDINGS THREE INC BIT HOLDINGS SIXTY-FIVE INC C/O PNC BANK NA ONE E PRATT ST BALTIMORE MD 21202 261661643 TITLE HOLDING COMPANY MD 4068 0 BIT HOLDINGS THREE INC BIT HOLDINGS SIXTY-SEVEN INC C/O PNC BANK NA ONE E PRATT ST BALTIMORE MD 21202 261885629 TITLE HOLDING COMPANY MD 5683242 164120959 BIT HOLDINGS THREE INC BIT HOLDINGS SIXTY-EIGHT INC C/O PNC BANK NA ONE E PRATT ST BALTIMORE MD 21202 460761873 TITLE HOLDING COMPANY MD 4412301 665660 BIT HOLDINGS THREE INC BIT HOLDINGS SIXTY-NINE INC C/O PNC BANK NA ONE E PRATT ST BALTIMORE MD 21202 454770053 TITLE HOLDING COMPANY MD 0 0 BIT HOLDINGS THREE INC BIT HOLDINGS SEVENTY-THREE INC C/O PNC BANK NA ONE E PRATT ST BALTIMORE MD 21202 471701967 TITLE HOLDING COMPANY MD 114430 0 BIT HOLDINGS THREE INC BIT HOLDINGS SEVENTY-FOUR INC C/O PNC BANK NA ONE E PRATT ST BALTIMORE MD 21202 471774773 TITLE HOLDING COMPANY MD 0 0 BIT HOLDINGS THREE INC BIT HOLDINGS SEVENTY-FIVE INC C/O PNC BANK NA ONE E PRATT ST BALTIMORE MD 21202 472554541 TITLE HOLDING COMPANY MD 0 0 BIT HOLDINGS THREE INC BIT HOLDINGS SEVENTY-SIX INC C/O PNC BANK NA ONE E PRATT ST BALTIMORE MD 21202 474862565 TITLE HOLDING COMPANY MD 17646872 292000719 BIT HOLDINGS THREE INC BIT HOLDINGS SEVENTY-SEVEN INC C/O PNC BANK NA ONE E PRATT ST BALTIMORE MD 21202 475608320 TITLE HOLDING COMPANY MD 5517061 167166237 BIT HOLDINGS THREE INC BIT HOLDINGS SEVENTY-EIGHT INC C/O PNC BANK NA ONE E PRATT ST BALTIMORE MD 21202 475613366 TITLE HOLDING COMPANY MD 1875259 98729821 BIT HOLDINGS THREE INC BIT HOLDINGS SEVENTY-NINE INC C/O PNC BANK NA ONE E PRATT ST BALTIMORE MD 21202 843734114 TITLE HOLDING COMPANY MD 1545599 43174177 BIT HOLDINGS THREE INC BIT HOLDINGS FIVE INC C/O PNC BANK NA ONE E PRATT ST BALTIMORE MD 21202 521876489 TITLE HOLDING COMPANY MD 501(C)(2) N/A AFL-CIO BIT 0 BIT HOLDINGS TWENTY-ONE INC C/O PNC BANK NA ONE E PRATT ST BALTIMORE MD 21202 522021323 TITLE HOLDING COMPANY MD 501(C)(2) N/A AFL-CIO BIT 0 BIT HOLDINGS SEVENTY-TWO INC C/O PNC BANK NA ONE E PRATT ST BALTIMORE MD 21202 471256046 TITLE HOLDING COMPANY MD 501(C)(2) N/A AFL-CIO BIT 0 BIT HOLDINGS EIGHTY INC C/O PNC BANK NA ONE E PRATT ST BALTIMORE MD 21202 844459562 TITLE HOLDING COMPANY MD 501(C)(2) N/A AFL-CIO BIT 0 BIT HOLDINGS EIGHTY-ONE INC C/O PNC BANK NA ONE E PRATT ST BALTIMORE MD 21202 844463237 TITLE HOLDING COMPANY MD 501(C)(2) N/A AFL-CIO BIT 0 BIT HOLDINGS EIGHTY-TWO INC C/O PNC BANK NA ONE E PRATT ST BALTIMORE MD 21202 873670290 TITLE HOLDING COMPANY MD 501(C)(2) N/A AFL-CIO BIT 0 AFL-CIO BUILDING INVESTMENT TRUST C/O PNC BANK NA ONE E PRATT ST BALTIMORE MD 21202 526328901 RE INVESTMENT MD N/A T 0 BIT TCC INVESTMENT ONE LLC C/O PNC BANK NA ONE E PRATT ST BALTIMORE MD 21202 611698188 REAL ESTATE MD N/A C 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0