Consolidating Financial Statements of Subsidiary Guarantors | Consolidating Financial Statements of Subsidiary Guarantors The New Notes issued by DynCorp International Inc. ("Subsidiary Issuer"), the New Senior Credit Facility and the term loan under the Third Lien Credit Agreement are fully and unconditionally guaranteed, jointly and severally, by the Company ("Parent") and the following domestic subsidiaries of Subsidiary Issuer: DynCorp International LLC, DTS Aviation Services LLC, DynCorp Aerospace Operations LLC, DynCorp International Services LLC, DIV Capital Corporation, Dyn Marine Services of Virginia LLC, Services International LLC, Worldwide Management and Consulting Services LLC, Worldwide Recruiting and Staffing Services LLC, Heliworks LLC, Phoenix Consulting Group, LLC, Casals & Associates, Inc., Culpeper National Security Solutions LLC, and Highground Global, Inc. ("Subsidiary Guarantors"). Each of the Subsidiary Issuer and the Subsidiary Guarantors is 100% owned by the Company. Under the Indenture governing the New Notes, a guarantee of a Subsidiary Guarantor would terminate upon the following customary circumstances: (i) the sale of the capital stock of such Subsidiary Guarantor if such sale complies with the indenture; (ii) the designation of such Subsidiary Guarantor as an unrestricted subsidiary; (iii) if such Subsidiary Guarantor no longer guarantees certain other indebtedness of the Subsidiary Issuer or (iv) the defeasance or discharge of the indenture. The following condensed consolidating financial statements present (i) unaudited condensed consolidating balance sheets as of June 30, 2017 and December 31, 2016 , (ii) unaudited condensed consolidating statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2017 and June 24, 2016 , (iii) unaudited condensed consolidating statements of cash flows for the six months ended June 30, 2017 and June 24, 2016 and (iii) elimination entries necessary to consolidate Parent and its subsidiaries. The Parent company, the Subsidiary Issuer, the combined Subsidiary Guarantors and the combined subsidiary non-guarantors account for their investments in subsidiaries using the equity method of accounting; therefore, the Parent column reflects the equity income of the subsidiary and its subsidiary guarantors, and subsidiary non-guarantors. Additionally, the Subsidiary Guarantors’ column reflects the equity income of its subsidiary non-guarantors. DynCorp International Inc. is considered the Subsidiary Issuer as it issued the New Notes. Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Operations Information For the Three Months Ended June 30, 2017 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Revenue $ — $ — $ 478,247 $ 50,193 $ (54,152 ) $ 474,288 Cost of services — — (414,347 ) (49,449 ) 54,144 (409,652 ) Selling, general and administrative expenses — — (27,074 ) (100 ) 6 (27,168 ) Depreciation and amortization expense — — (8,417 ) (175 ) 3 (8,589 ) Earnings from equity method investees — — 10 — — 10 Operating income — — 28,419 469 1 28,889 Interest expense — (17,058 ) (706 ) — — (17,764 ) Loss on early extinguishment of debt — (24 ) — — — (24 ) Interest income — — 16 3 — 19 Equity in income of consolidated subsidiaries 5,676 16,779 190 — (22,645 ) — Other income, net — — 111 33 — 144 Income (loss) before income taxes 5,676 (303 ) 28,030 505 (22,644 ) 11,264 Benefit (provision) for income taxes — 5,979 (11,252 ) (27 ) — (5,300 ) Net income 5,676 5,676 16,778 478 (22,644 ) 5,964 Noncontrolling interests — — — (288 ) — (288 ) Net income attributable to Delta Tucker Holdings, Inc. $ 5,676 $ 5,676 $ 16,778 $ 190 $ (22,644 ) $ 5,676 Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Operations Information For the Three Months Ended June 24, 2016 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Revenue $ — $ — $ 454,412 $ 51,980 $ (55,425 ) $ 450,967 Cost of services — — (414,335 ) (51,437 ) 55,411 (410,361 ) Selling, general and administrative expenses — — (36,927 ) (44 ) 12 (36,959 ) Depreciation and amortization expense — — (8,737 ) (176 ) 2 (8,911 ) Earnings from equity method investees — — 335 — — 335 Operating (loss) income — — (5,252 ) 323 — (4,929 ) Interest expense — (16,762 ) (698 ) — — (17,460 ) Loss on early extinguishment of debt — (328 ) — — — (328 ) Interest income — — 20 2 — 22 Equity in loss of consolidated subsidiaries (25,121 ) (14,013 ) (97 ) — 39,231 — Other income (loss), net — — 4,690 (79 ) — 4,611 (Loss) income before income taxes (25,121 ) (31,103 ) (1,337 ) 246 39,231 (18,084 ) Benefit (provision) for income taxes — 5,982 (12,676 ) (35 ) — (6,729 ) Net (loss) income (25,121 ) (25,121 ) (14,013 ) 211 39,231 (24,813 ) Noncontrolling interests — — — (308 ) — (308 ) Net loss attributable to Delta Tucker Holdings, Inc. $ (25,121 ) $ (25,121 ) $ (14,013 ) $ (97 ) $ 39,231 $ (25,121 ) Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Operations Information For the Six Months Ended June 30, 2017 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Revenue $ — $ — $ 941,520 $ 96,622 $ (103,983 ) $ 934,159 Cost of services — — (817,578 ) (95,516 ) 103,966 (809,128 ) Selling, general and administrative expenses — — (58,698 ) (200 ) 12 (58,886 ) Depreciation and amortization expense — — (16,802 ) (348 ) 6 (17,144 ) Earnings from equity method investees — — 52 — — 52 Operating income — — 48,494 558 1 49,053 Interest expense — (34,811 ) (1,668 ) — — (36,479 ) Loss on early extinguishment of debt — (24 ) — — — (24 ) Interest income — — 21 3 — 24 Equity in income of consolidated subsidiaries 5,189 27,833 77 — (33,099 ) — Other income, net — — 1,444 73 — 1,517 Income (loss) before income taxes 5,189 (7,002 ) 48,368 634 (33,098 ) 14,091 Benefit (provision) for income taxes — 12,191 (20,536 ) 6 — (8,339 ) Net income 5,189 5,189 27,832 640 (33,098 ) 5,752 Noncontrolling interests — — — (563 ) — (563 ) Net income attributable to Delta Tucker Holdings, Inc. $ 5,189 $ 5,189 $ 27,832 $ 77 $ (33,098 ) $ 5,189 Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Operations Information For the Six Months Ended June 24, 2016 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Revenue $ — $ — $ 877,839 $ 96,798 $ (103,680 ) $ 870,957 Cost of services — — (790,113 ) (96,396 ) 103,650 (782,859 ) Selling, general and administrative expenses — — (71,009 ) (65 ) 26 (71,048 ) Depreciation and amortization expense — — (16,862 ) (345 ) 4 (17,203 ) Earnings from equity method investees — — 702 — — 702 Operating income (loss) — — 557 (8 ) — 549 Interest expense — (32,040 ) (1,387 ) — — (33,427 ) Loss on early extinguishment of debt — (328 ) — — — (328 ) Interest income — — 79 3 — 82 Equity in loss of consolidated subsidiaries (39,881 ) (18,842 ) (644 ) — 59,367 — Other income (expense), net — — 5,049 (86 ) — 4,963 (Loss) income before income taxes (39,881 ) (51,210 ) 3,654 (91 ) 59,367 (28,161 ) Benefit (provision) for income taxes — 11,329 (22,496 ) (57 ) — (11,224 ) Net loss (39,881 ) (39,881 ) (18,842 ) (148 ) 59,367 (39,385 ) Noncontrolling interests — — — (496 ) — (496 ) Net loss attributable to Delta Tucker Holdings, Inc. $ (39,881 ) $ (39,881 ) $ (18,842 ) $ (644 ) $ 59,367 $ (39,881 ) Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Comprehensive Income Information For the Three Months Ended June 30, 2017 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Net income $ 5,676 $ 5,676 $ 16,778 $ 478 $ (22,644 ) $ 5,964 Other comprehensive income, net of tax: Foreign currency translation adjustment 4 4 — 4 (8 ) 4 Other comprehensive income, before tax 4 4 — 4 (8 ) 4 Income tax expense related to items of other comprehensive income (2 ) (2 ) — (2 ) 4 (2 ) Other comprehensive income 2 2 — 2 (4 ) 2 Comprehensive income 5,678 5,678 16,778 480 (22,648 ) 5,966 Noncontrolling interests — — — (288 ) — (288 ) Comprehensive income attributable to Delta Tucker Holdings, Inc. $ 5,678 $ 5,678 $ 16,778 $ 192 $ (22,648 ) $ 5,678 Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Comprehensive Loss Information For the Three Months Ended June 24, 2016 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Net (loss) income $ (25,121 ) $ (25,121 ) $ (14,013 ) $ 211 $ 39,231 $ (24,813 ) Other comprehensive loss, net of tax: Foreign currency translation adjustment (1 ) (1 ) — (1 ) 2 (1 ) Other comprehensive loss, before tax (1 ) (1 ) — (1 ) 2 (1 ) Income tax benefit (provision) related to items of other comprehensive loss — — — — — — Other comprehensive loss (1 ) (1 ) — (1 ) 2 (1 ) Comprehensive (loss) income (25,122 ) (25,122 ) (14,013 ) 210 39,233 (24,814 ) Noncontrolling interests — — — (308 ) — (308 ) Comprehensive loss attributable to Delta Tucker Holdings, Inc. $ (25,122 ) $ (25,122 ) $ (14,013 ) $ (98 ) $ 39,233 $ (25,122 ) Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Comprehensive Income Information For the Six Months Ended June 30, 2017 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Net income $ 5,189 $ 5,189 $ 27,832 $ 640 $ (33,098 ) $ 5,752 Other comprehensive income, net of tax: Foreign currency translation adjustment 16 16 — 16 (32 ) 16 Other comprehensive income, before tax 16 16 — 16 (32 ) 16 Income tax expense related to items of other comprehensive income (6 ) (6 ) — (6 ) 12 (6 ) Other comprehensive income 10 10 — 10 (20 ) 10 Comprehensive income 5,199 5,199 27,832 650 (33,118 ) 5,762 Noncontrolling interests — — — (563 ) — (563 ) Comprehensive income attributable to Delta Tucker Holdings, Inc. $ 5,199 $ 5,199 $ 27,832 $ 87 $ (33,118 ) $ 5,199 Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Comprehensive Loss Information For the Six Months Ended June 24, 2016 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Net loss $ (39,881 ) $ (39,881 ) $ (18,842 ) $ (148 ) $ 59,367 $ (39,385 ) Other comprehensive loss, net of tax: Foreign currency translation adjustment 2 2 — 2 (4 ) 2 Other comprehensive loss, before tax 2 2 — 2 (4 ) 2 Income tax benefit related to items of other comprehensive loss (1 ) (1 ) — (1 ) 2 (1 ) Other comprehensive loss 1 1 — 1 (2 ) 1 Comprehensive loss (39,880 ) (39,880 ) (18,842 ) (147 ) 59,365 (39,384 ) Noncontrolling interests — — — (496 ) — (496 ) Comprehensive loss attributable to Delta Tucker Holdings, Inc. $ (39,880 ) $ (39,880 ) $ (18,842 ) $ (643 ) $ 59,365 $ (39,880 ) Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Balance Sheet Information June 30, 2017 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ — $ 87,517 $ 11,393 $ — $ 98,910 Accounts receivable, net — — 326,481 3,046 (6,607 ) 322,920 Intercompany receivables — — 184,005 12,459 (196,464 ) — Prepaid expenses and other current assets — — 51,332 2,275 164 53,771 Total current assets — — 649,335 29,173 (202,907 ) 475,601 Property and equipment, net — — 16,226 715 — 16,941 Goodwill — — 9,694 32,399 — 42,093 Tradenames, net — — 28,536 — — 28,536 Other intangibles, net — — 68,345 — — 68,345 Investment in subsidiaries — 565,164 54,644 — (619,808 ) — Other assets, net — — 10,838 3,169 — 14,007 Total assets $ — $ 565,164 $ 837,618 $ 65,456 $ (822,715 ) $ 645,523 LIABILITIES & DEFICIT Current liabilities: Current portion of long-term debt $ — $ 20,950 $ — $ — $ — $ 20,950 Accounts payable — — 72,551 3,057 (2,054 ) 73,554 Accrued payroll and employee costs — — 79,649 1,749 — 81,398 Intercompany payables 45,085 138,920 12,459 — (196,464 ) — Deferred income taxes — — — 28 (28 ) — Accrued liabilities 176,297 28,214 63,062 5,978 (180,508 ) 93,043 Income taxes payable — — 12,638 — (150 ) 12,488 Total current liabilities 221,382 188,084 240,359 10,812 (379,204 ) 281,433 Long-term debt — 553,377 — — — 553,377 Long-term deferred taxes — — 15,061 — — 15,061 Other long-term liabilities — — 11,560 — — 11,560 Noncontrolling interests — — 5,474 — — 5,474 (Deficit) equity (221,382 ) (176,297 ) 565,164 54,644 (443,511 ) (221,382 ) Total liabilities and deficit $ — $ 565,164 $ 837,618 $ 65,456 $ (822,715 ) $ 645,523 Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Balance Sheet Information December 31, 2016 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ — $ 106,416 $ 11,802 $ — $ 118,218 Restricted cash — 6,944 720 — — 7,664 Accounts receivable, net — — 304,729 2,525 (6,999 ) 300,255 Intercompany receivables — — 183,587 9,827 (193,414 ) — Prepaid expenses and other current assets — — 63,776 2,516 (598 ) 65,694 Total current assets — 6,944 659,228 26,670 (201,011 ) 491,831 Property and equipment, net — — 15,788 848 — 16,636 Goodwill — — 9,694 32,399 — 42,093 Tradenames, net — — 28,536 — — 28,536 Other intangibles, net — — 84,069 — — 84,069 Investment in subsidiaries — 572,176 54,538 — (626,714 ) — Other assets, net — — 10,575 2,797 — 13,372 Total assets $ — $ 579,120 $ 862,428 $ 62,714 $ (827,725 ) $ 676,537 LIABILITIES & DEFICIT Current liabilities: Current portion of long-term debt $ — $ 62,843 $ — $ — $ — $ 62,843 Accounts payable — — 67,287 3,859 (1,404 ) 69,742 Accrued payroll and employee costs — — 92,036 3,544 — 95,580 Intercompany payables 45,086 138,501 9,827 — (193,414 ) — Deferred income taxes — — — 26 (26 ) — Accrued liabilities 222,306 30,469 78,926 747 (228,370 ) 104,078 Income taxes payable — — 9,406 — (103 ) 9,303 Total current liabilities 267,392 231,813 257,482 8,176 (423,317 ) 341,546 Long-term debt — 569,613 — — — 569,613 Long-term deferred taxes — — 14,825 — — 14,825 Other long-term liabilities — — 12,490 — — 12,490 Noncontrolling interests — — 5,455 — — 5,455 (Deficit) Equity (267,392 ) (222,306 ) 572,176 54,538 (404,408 ) (267,392 ) Total liabilities and deficit $ — $ 579,120 $ 862,428 $ 62,714 $ (827,725 ) $ 676,537 Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Cash Flow Information For the Six Months Ended June 30, 2017 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ — $ 16,160 $ (18,293 ) $ 2,580 $ (180 ) $ 267 Cash flows from investing activities: Purchase of property and equipment — — (2,674 ) — — (2,674 ) Proceeds from sale of property, plant and equipment — — 536 — — 536 Purchase of software — — (400 ) — — (400 ) Cash restricted from Cerberus 3L Notes — 7,057 — — — 7,057 Return of capital from equity method investees — — 1,769 — — 1,769 Contributions to equity method investees — — (2,050 ) — — (2,050 ) Contribution to subsidiary (40,599 ) — — — 40,599 — Transfers to affiliates — — (417 ) (2,630 ) 3,047 — Net cash (used in) provided by investing activities (40,599 ) 7,057 (3,236 ) (2,630 ) 43,646 4,238 Cash flows from financing activities: Payments on senior secured credit facility — (25,114 ) — — — (25,114 ) Payment to bondholders of senior unsecured notes — (39,319 ) — — — (39,319 ) Equity contribution from Parent — 40,599 — — (40,599 ) — Equity contribution from affiliates of Cerberus 40,599 200 — — — 40,799 Payments of dividends to noncontrolling interests — — — (359 ) 180 (179 ) Net transfers from/ Parent/subsidiary — 417 2,630 — (3,047 ) — Net cash provided by (used in) financing activities 40,599 (23,217 ) 2,630 (359 ) (43,466 ) (23,813 ) Net decrease in cash and cash equivalents — — (18,899 ) (409 ) — (19,308 ) Cash and cash equivalents, beginning of period — — 106,416 11,802 — 118,218 Cash and cash equivalents, end of period $ — $ — $ 87,517 $ 11,393 $ — $ 98,910 Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Cash Flow Information For The Six Months Ended June 24, 2016 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ 2,119 $ 45,981 $ (15,849 ) $ (4,098 ) $ (530 ) $ 27,623 Cash flows from investing activities: Purchase of property and equipment — — (1,858 ) (24 ) — (1,882 ) Proceeds from sale of property, plant and equipment — — 799 — — 799 Purchase of software — — (1,417 ) — — (1,417 ) Cash restricted from Cerberus 3L Notes — (20,242 ) — — — (20,242 ) Return of capital from equity method investees — — 1,104 — — 1,104 Contributions to equity method investees — — (4,056 ) — — (4,056 ) Transfers from affiliates — — 13,938 15,787 (29,725 ) — Net cash (used in) provided by investing activities — (20,242 ) 8,510 15,763 (29,725 ) (25,694 ) Cash flows from financing activities: Borrowings on revolving credit facilities — 18,000 — — — 18,000 Payments on revolving credit facilities — (18,000 ) — — — (18,000 ) Payments on senior secured credit facility — (187,272 ) — — — (187,272 ) Borrowing under new senior credit facility — 192,882 — — — 192,882 Borrowing under Cerberus 3L notes — 30,000 — — — 30,000 Payment to bondholders for Exchange Offer — (45,000 ) — — — (45,000 ) Payments of deferred financing costs — (4,878 ) — — — (4,878 ) Equity contributions from affiliates of Cerberus — 350 — — — 350 Payments of dividends to Parent — — — (1,058 ) 529 (529 ) Net transfers to Parent/subsidiary (2,119 ) (11,821 ) (15,786 ) — 29,726 — Net cash used in financing activities (2,119 ) (25,739 ) (15,786 ) (1,058 ) 30,255 (14,447 ) Net (decrease) increase in cash and cash equivalents — — (23,125 ) 10,607 — (12,518 ) Cash and cash equivalents, beginning of period — — 95,365 13,417 — 108,782 Cash and cash equivalents, end of period $ — $ — $ 72,240 $ 24,024 $ — $ 96,264 |