UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK
PURCHASE, SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-35487
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
ENGILITY MASTER SAVINGS PLAN
B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
ENGILITY HOLDINGS, INC.
3750 Centerview Drive
Chantilly, VA 20151
Engility Master Savings Plan
Index
Financial Statements: | ||
Supplemental Schedule: | ||
* | Refers to item number in Form 5500 (“Annual Return/Report of Employee Benefit Plan”), which will be filed with the Department of Labor for the plan year ended December 31, 2015. |
Other schedules required by 29 CFR 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted as the conditions under which they are required are not present. | |
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of the
Engility Master Savings Plan
We have audited the accompanying statement of net assets available for benefits of the Engility Master Savings Plan (the “Plan”) as of December 31, 2015 and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2015 and the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America.
The supplemental information in the accompanying Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2015 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 ("ERISA"). The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA. In our opinion, the supplemental information in the accompanying schedule is fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ Baker Tilly Virchow Krause, LLP
Tysons Corner, Virginia
June 27, 2016
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Report of Independent Registered Public Accounting Firm
To the Administrator of the
Engility Master Savings Plan
In our opinion, the accompanying statement of net assets available for benefits present fairly, in all material respects, the net assets available for benefits of Engility Master Savings Plan (the “Plan”) at December 31, 2014 in conformity with accounting principles generally accepted in the United States of America. This financial statement is the responsibility of the Plan’s management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit of this statement in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
McLean, Virginia
June 29, 2015, except for the manner in which the Plan presented certain investment information as discussed in Note 2, as to which the date is June 27, 2016
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Engility Master Savings Plan
Statements of Net Assets Available for Benefits
As of December 31, 2015 and 2014
(in thousands)
2015 | 2014 | ||||||
Assets: | |||||||
Investments, at fair value | $ | 836,180 | $ | 698,886 | |||
Receivables: | |||||||
Participant contributions | 327 | 530 | |||||
Other | 19 | 1 | |||||
Transfer receivable in pursuant to plan merger | 249,900 | — | |||||
Notes receivable from participants | 13,847 | 7,003 | |||||
Total receivables | 264,093 | 7,534 | |||||
Net assets available for benefits | $ | 1,100,273 | $ | 706,420 | |||
See accompanying notes to the financial statements.
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Engility Master Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2015
(in thousands)
Additions: | |||
Contributions: | |||
Participant | $ | 27,343 | |
Rollovers | 3,693 | ||
Total contributions | 31,036 | ||
Investment income: | |||
Interest and dividends | 32,776 | ||
Net depreciation in fair value of investments | (27,462 | ) | |
Total investment income | 5,314 | ||
Interest income on notes receivable from participants | 276 | ||
Other additions | 261 | ||
Total additions | 36,887 | ||
Deductions: | |||
Benefit payments | 110,904 | ||
Administrative expenses | 215 | ||
Total deductions | 111,119 | ||
Net decrease | (74,232 | ) | |
Transfer of assets in pursuant to plan merger | 468,085 | ||
Net assets available for benefits, beginning of the year | 706,420 | ||
Net assets available for benefits, end of the year | $ | 1,100,273 | |
See accompanying notes to the financial statements.
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Engility Master Savings Plan
Notes to the Financial Statements
1. | Plan Description |
General
The following description of the Engility Master Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
Engility LLC (the “Company” or “Engility”), formerly known as Engility Corporation and currently a wholly owned subsidiary of Engility Holdings, Inc., established the Plan to provide retirement benefits to eligible employees of the Company. The Plan was adopted and effective June 29, 2012. The Benefit Plan Committee, which consists of members appointed by the Board of Directors of Engility Holdings, Inc., is responsible for the overall administration of the Plan and serves as the Plan Administrator.
The Plan is a defined contribution plan under Section 401(k) of the U.S. Internal Revenue Code (“IRC”) and is designed to provide eligible employees with tax advantaged long-term savings for retirement. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended. Participants may direct their investment to a combination of different funds and investment alternatives, which are managed by Fidelity Management Trust Company (“FMTC”), as Trustee. Fidelity Workplace Services LLC provides record keeping services.
Effective December 31, 2015, the TASC Savings Plan merged into the Plan and the TASC Savings Plan was terminated. Assets of $218.2 million were transferred directly from the TASC Savings Plan to the Plan during December 2015. As of December 31, 2015, a receivable for $249.9 million was also transferred to the Plan for a total transfer of $468.1 million.
Participant Contributions
Generally, an eligible Engility employee can participate in the Plan effective as of the date that such employee completes one hour of service with Engility, and may contribute from 1% to 25% of his or her total compensation, as defined in the Plan. Participants who have attained age 50 before the end of the plan year are eligible to make catch-up contributions from 1% to 50% of his or her total compensation up to the IRC limited catch-up contribution amount. Newly hired full-time employees of the Company will be deemed to have elected to contribute 3% of their total compensation each pay period to the Plan. The contribution commences on the first payroll period starting on or after the 60th day following the employee’s date of hire. An employee may opt out of the automatic enrollment election before the 60th day or increase or decrease the percentage elected at any time in accordance with the rules established under the Plan.
A participant may elect to increase, decrease, suspend or resume contributions at any time in accordance with the rules established under the Plan, with the election becoming effective within the next two payroll periods. The IRC limited the maximum amount an employee may contribute on a pre-tax basis in 2015 to $18,000 for participants under 50 years of age and $24,000 for participants 50 years of age and over. Participants are 100% vested in their individual contributions and net earnings thereon. Participants have the option of investing their contributions in various investment options offered by the Plan, which include mutual funds, common/collective trust funds, and the Engility Stock Fund which invests in the common stock of Engility Holdings, Inc. FMTC uses a stock purchase account (“SPA”) to house fractional shares of the Engility Stock Fund. SPA account balances are invested in the Fidelity Cash Reserves fund.
An employee who is automatically enrolled in the Plan will have his or her pre-tax contributions invested in an investment fund designated by the Benefit Plan Committee as the qualified default investment alternative (“QDIA”) until such time as the employee makes an alternative investment election. Effective December 31, 2015, the TASC Savings Plan merged into the Plan and the QDIA for the Plan changed to the VOYA Target Fund by Age. Prior to December 31, 2015, the QDIA for the Plan was the Fidelity Freedom Fund by Age.
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Company Contributions and Vesting Provisions
On February 25, 2015, the Plan was amended with an effective date of January 1, 2015, to reinstate employer matching contributions at 100% of a participant's deferral up to 1.5% of his or her eligible compensation, to exclude part-time employees who are scheduled to work an average of less than 30 hours per week from participation in the matching contribution feature of the Plan, to clarify the definition of compensation, and to clarify that residents of Puerto Rico are not eligible to participate in the Plan. Between January 1, 2013 and December 31, 2014, the Company did not offer matching contributions. Participants who received Company contributions under the Plan on or after the Plan effective date vest in such contributions based on their period of employment with the Company as follows:
Completed Period of Service | Vested Percentage | |
Less than 1 year | 0% | |
1 year | 25% | |
2 years | 50% | |
3 years or more | 100% | |
Participants who were employees of L-3 Communications Holdings, Inc. ("L-3") on July 12, 2012, and became an employee of Engility on July 13, 2012, received vesting credit for their prior service with L-3. Participants of Engility or L-3 that are terminated and rehired within five years, with no more than a five year break in service time, receive full vesting credit for their prior service.
Participant Accounts
Each participant’s account is credited with the participant’s contribution and allocations of the Plan’s earnings (losses), and may be charged with certain administrative expenses. Allocations are based on participant eligible earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
The Plan provides for loans to active participants. Generally, participants may not have more than one loan outstanding at any time. The maximum loan allowed to each participant is the lesser of (1) $50,000 less the highest outstanding loan balance over the prior 12 months or (2) 50% of the vested value of the participant’s account in the Plan. The minimum loan amount is $1,000. The interest rate is based on the prime interest rate, as defined in the Plan document, plus one percent. The maximum term of a loan is five years, or thirty years if used to purchase a principal residence.
Loan repayments are made through payroll deductions, with principal and interest credited to the participants’ fund accounts. Repayment of the entire balance is permitted at any time. Participant loans are collateralized by the participant’s vested account balance. Defaulted loans are treated as either actual or deemed distributions depending on the participant’s eligibility at the time the default occurs. Participant loans at December 31, 2015 had interest rates ranging from 4.00% to 9.25%, maturing through 2044. Participant loans at December 31, 2014 had interest rates ranging from 4.25% to 9.25%, maturing through 2044.
Benefit Payments
Upon termination, participants may receive the vested portion of their account balance as soon as practicable after termination. Terminated participants who have an account balance in excess of $1,000 may elect to leave their account balance in the Plan and withdraw it at any time up to age 70 1/2, at which time withdrawal is mandatory by April 1 of the following year. A participant who terminates employment with a vested account balance of $1,000 or less shall receive an immediate payment of the vested account balance.
A participant may withdraw after-tax contributions and rollovers at any time. A participant who has attained age 55 may withdraw his or her vested matching contribution and supplemental contribution. Also, a participant may withdraw pre-tax contributions before termination of employment or before reaching age 59 1/2 only for financial hardship. Financial hardship is determined pursuant to provisions of the Plan and the IRC. Generally, a penalty will be imposed on withdrawals made before the participant reaches age 59 1/2. In the event of retirement or termination of employment prior to age 59 1/2, funds may be rolled over to another qualified plan or individual retirement account without being subject to income tax or a penalty.
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2. | Summary of Significant Accounting Policies |
Basis of Accounting
The financial statements of the Plan are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), using the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosures of contingent assets and liabilities. Actual results will differ from these estimates. The most significant estimate relates to valuations of investments in the Plan that are not traded in an active market.
Valuation of Investments
Investments are reported at fair value. The Plan's Administrator determines the Plan's valuation policies utilizing information provided by the Trustee. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Investments in mutual funds are valued at quoted market prices, which represent the net asset value per share as reported by FMTC. Refer to Note 3 for additional information and disclosure provided for the fair value of the Plan’s investments.
Shares of Engility Holdings, Inc. common stock are valued at the last reported quoted market price per share on the last trading day of the year.
The common/collective trust fund investments are valued at the Net Asset Value (“NAV”) provided by the administrator of the fund. Issues and redemptions of units are recorded upon receipt of unit holder’s instructions based on the determined NAV per unit, which is determined daily. The NAV is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. For these funds, there are no unfunded commitments, redemption restrictions, and participants can transact daily.
There have been no changes in the methodologies used at December 31, 2015 and 2014. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value could result in a different fair value measurement at the reporting date.
Valuation of Notes Receivable
Notes receivable from participants represent participant loans and are recorded at their unpaid principal balance plus any accrued, unpaid interest.
Investment Transactions and Income
Investment transactions are accounted for on a trade date basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Gains and losses on sales of investment securities are determined based on the average cost method. Net appreciation (depreciation) in the fair value of investments includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
Forfeitures
Non-vested Company contributions are forfeited upon a participant’s five-year break in service or withdrawal of the participant’s vested balance, if earlier, and are used to reduce employer contributions and pay for the Plan expenses. During the year ended December 31, 2015, $4.4 million was applied to reduce employer contributions. At December 31, 2015 and 2014, forfeited non-vested account balances available to offset future Company contributions and Plan expenses totaled $4.2 million and $6.0 million, respectively.
Benefit Payments
Benefit payments are recorded when paid.
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Plan Expenses
The Plan provides for the payment of all its administrative expenses, including trustee, record keeping, consulting, audit and legal fees, from available forfeitures. Loan administration fees are charged to participants. In the event that forfeitures are not available, the Company pays for administrative expenses. Taxes and investment fees related to the stock or mutual funds are paid from the net assets of such funds.
Recent Accounting Pronouncements
In May 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). ASU 2015-07 removes the requirement to include investments in the fair value hierarchy for which fair value is measured using the net asset value practical expedient in Accounting Standards Codification 820. ASU 2015-07 requires retrospective application and is effective for fiscal years beginning after December 15, 2015 with early adoption permitted. Management has elected to early adopt the provisions of this new standard. Accordingly, the standard was retrospectively applied and the investment in the common collective trust funds that are measured at fair value using the NAV per share (or its equivalent) as a practical expedient have not been categorized in the fair value hierarchy (see Note 3 for additional information).
In July 2015, the FASB issued ASU No. 2015-12, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), and Health and Welfare Benefit Plans (Topic 965) - I. Fully Benefit-Responsive Investment Contracts; II. Plan Investment Disclosures, and III. Measurement Date Practical Expedient. Part I requires fully-benefit responsive investment contracts to be measured, presented, and disclosed only at contract value. Part II requires that investments that are measured using fair value (both participant-directed and nonparticipant-directed investments) be grouped only by general type, eliminating the need to disaggregate the investments by nature, characteristics, and risks. Part II also eliminates the disclosure of individual investments that represent 5 percent or more of net assets available for benefits and the disclosure of net appreciation or depreciation for investments by general type, requiring only presentation of net appreciation or depreciation in investments in the aggregate. Additionally, if an investment is measured using the net asset value per share as a practical expedient and that investment is a fund that files a U.S. Department of Labor Form 5500, Annual Return/Report of Employee Benefit Plan, as a direct filing entity, disclosure of that investment’s strategy is no longer required. Part III is not applicable to the Plan. The amendments in ASU 2015-12 are effective for fiscal years beginning after December 15, 2015, with early application permitted. The amendments within Parts I and II require retrospective application. Management has elected to early adopt the provisions of Parts I and II of this new standard. Accordingly, these provisions were retrospectively applied. The adoption resulted in the reclassification of the adjustment from fair value to contract value totaling $1.1 million in the 2014 statement of net assets available for benefits. The adoption also modified the fair value measurement disclosure (see Note 3 for additional information); disclosures for individual investments that represented five percent or more of net assets available for benefits and the net appreciation or depreciation in fair value of investments by general type have been eliminated.
Risks and Uncertainties
The Plan provides for various investment fund options, which in turn invest in any combination of stocks, bonds and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risk. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the value of investments reported in the Statement of Net Assets Available for Benefits.
3. | Fair Value Measurements |
The Plan’s investments are measured and recorded at fair value. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants. Valuation measures may not be indicative of net realizable value. The three levels of the fair value hierarchy are described below.
Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. The Plan’s Level 1 assets include mutual funds and the Engility Stock Fund, whose fair values are derived from quoted market prices. | |
Level 2 | Pricing inputs, other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable. | |
Level 3 | Pricing inputs that are generally unobservable and not corroborated by market data. | |
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The asset or liability’s fair value measurement level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.
As of December 31, 2015, the Plan’s investments measured at fair value were as follows (in thousands):
Fair Value Measurements Using Input Type | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Cash | $ | 17,367 | $ | — | $ | — | $ | 17,367 | |||||||
Mutual funds | 343,564 | — | — | 343,564 | |||||||||||
Engility Stock Fund | 14,577 | — | — | 14,577 | |||||||||||
Total Assets in the Fair Value Hierarchy | 375,508 | — | — | 375,508 | |||||||||||
Investments Measured at Net Asset Value (a) | — | — | — | 460,672 | |||||||||||
Investments at Fair Value | $ | 375,508 | $ | — | $ | — | $ | 836,180 | |||||||
As of December 31, 2014, the Plan’s investments measured at fair value were as follows (in thousands):
Fair Value Measurements Using Input Type | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Mutual funds | $ | 604,294 | $ | — | $ | — | $ | 604,294 | |||||||
Engility Stock Fund | 17,009 | — | — | 17,009 | |||||||||||
Total Assets in the Fair Value Hierarchy | 621,303 | — | — | 621,303 | |||||||||||
Investments Measured at Net Asset Value (a) | — | — | — | 77,583 | |||||||||||
Investments at Fair Value | $ | 621,303 | $ | — | $ | — | $ | 698,886 | |||||||
(a) Certain investments that are measured at fair value using the NAV per share (or its equivalent) as a practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented on the Statements of Net Assets Available for Benefits.
4. | Tax Status |
The Plan has received a determination letter from the Internal Revenue Service dated July 30, 2014, stating that the Plan is qualified under Section 401(k) of the IRC, and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan has been amended since receiving this determination letter. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt.
Management evaluates tax positions taken by the Plan and recognizes a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions by the Plan, and has concluded that as of December 31, 2015 and 2014, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits in progress. The Plan Administrator believes it is not subject to income tax examinations prior to June 29, 2012, the Plan's inception date.
5. | Related-Party Transactions |
Certain Plan investments are shares of mutual funds and units of common collective trust funds managed by FMTC and therefore these transactions qualify as party-in-interest transactions. Fees reimbursed by Fidelity Investments Institutional Operations Company, Inc. to the Company for record keeping services were approximately $261,000 for 2015.
The Plan’s interest in the Engility Stock Fund included 448,745 shares of Engility Holdings, Inc. common stock valued at $14.6 million at December 31, 2015. During 2015, the Plan purchased approximately 163,046 shares of Engility Holdings, Inc. common stock for $1.1 million and sold approximately 111,653 shares of Engility Holdings, Inc. common stock for $3.5 million.
The Plan’s interest in the Engility Stock Fund included 397,353 shares of Engility Holdings, Inc. common stock valued at $17.0 million at December 31, 2014.
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6. | Termination Priorities |
The Company can discontinue its contributions and/or terminate participation to employee groups at any or all of the divisions and/or subsidiaries of the Company at any time, subject to the provisions of ERISA. In the event that such a discontinuance and/or termination occurs for the entire Plan, participants in the Plan will become 100% vested in Company contributions and the net assets attributable to the Plan will be allocated among the participants and their beneficiaries in accordance with the provisions of ERISA.
7. | Subsequent Events |
Effective January 1, 2016, the Plan was amended to change the level of Company matching contributions to 100% of the first 3% of compensation that a participant contributes, and 50% of the next 3% of compensation the participant contributes, for a maximum company contribution of 4.5% of compensation.
Effective January 1, 2016, the name of the Plan Sponsor changed from Engility LLC to Engility Corporation.
The Plan has evaluated subsequent events through June 27, 2016, the date the financial statements were issued.
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ENGILITY MASTER SAVINGS PLAN
EIN # 95-2588754 PLAN # 031
FORM 5500 SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2015
(a) | (b) | (c) | (d) | (e) | ||||||
Identity of Issuer, Borrower, Lessor, or Similar Party | Description of Investment | Cost | Current Value (in thousands) | |||||||
** | Fidelity Retirement Government Money Market Fund | Mutual Fund | *** | $ | 5,547 | |||||
Dodge & Cox Stock Fund | Mutual Fund | *** | 43,159 | |||||||
** | Fidelity Blue Chip Growth - Class K | Mutual Fund | *** | 106,250 | ||||||
ABF Small Cap Value | Mutual Fund | *** | 3,708 | |||||||
** | Fidelity Spartan 500 Index Institutional Class | Mutual Fund | *** | 40,220 | ||||||
** | Fidelity Low Priced Stock Fund | Mutual Fund | *** | 9,872 | ||||||
Lord Abbett Developing Growth Fund | Mutual Fund | *** | 45,187 | |||||||
** | Fidelity Total Bond | Mutual Fund | *** | 28,670 | ||||||
** | Fidelity Spartan Extended Market Index Fund | Mutual Fund | *** | 26,794 | ||||||
** | Fidelity Spartan International Index Fund | Mutual Fund | *** | 34,157 | ||||||
Brokerage Link | Cash | *** | 17,367 | |||||||
** | Engility Stock Fund | Common Stock | *** | 14,577 | ||||||
** | Fidelity Managed Income Portfolio II - Class 2 | Common/Collective Trust Fund | *** | 68,435 | ||||||
Wells Fargo Stable Return Fund | Common/Collective Trust Fund | *** | 32,894 | |||||||
VOYA SOL 2020 | Common/Collective Trust Fund | *** | 62,073 | |||||||
VOYA SOL 2025 | Common/Collective Trust Fund | *** | 58,687 | |||||||
VOYA SOL 2030 | Common/Collective Trust Fund | *** | 63,163 | |||||||
VOYA SOL 2035 | Common/Collective Trust Fund | *** | 30,076 | |||||||
VOYA SOL 2040 | Common/Collective Trust Fund | *** | 30,155 | |||||||
VOYA SOL 2045 | Common/Collective Trust Fund | *** | 25,676 | |||||||
VOYA SOL 2050 | Common/Collective Trust Fund | *** | 20,783 | |||||||
VOYA SOL 2055 | Common/Collective Trust Fund | *** | 3,630 | |||||||
VOYA SOL 2060 | Common/Collective Trust Fund | *** | 53 | |||||||
VOYA SOL Inc | Common/Collective Trust Fund | *** | 65,047 | |||||||
** | Participant Loans* | Participant Loans | *** | 13,847 | ||||||
$ | 850,027 | |||||||||
* | Consists of participant loans with interest rates ranging from 4.00% to 9.25%, maturing through 2044. |
** | Party-in-interest to the Plan as defined by ERISA. |
*** | Cost information is not required for participant-directed investments and, therefore, is not included. |
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Engility Master Savings Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
ENGILITY MASTER SAVINGS PLAN | ||
(Name of Plan) | ||
By: | /s/ Thomas O. Miiller | |
Name: | Thomas O. Miiller | |
Title: | Member of the Engility LLC Benefit Plan Committee | |
Date: June 27, 2016
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EXHIBIT INDEX
Exhibit No. | Description | |
23.1 | Consent of Independent Registered Public Accounting Firm | |
23.2 | Consent of Independent Registered Public Accounting Firm | |
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