Separate Financial Information of Subsidiary Guarantor of Indebtedness | 14. Separate Financial Information of Subsidiary Guarantor of Indebtedness The following tables present supplemental condensed consolidating financial statements of (a) Engility Holdings, Inc., as parent company guarantor, (b) Engility Corporation, as subsidiary issuer of the Notes; (c) on a combined basis, the subsidiary guarantors of the Notes; and (d) on a combined basis, the subsidiaries that are not guarantors of the Notes. Separate financial statements of the subsidiary guarantors are not presented because the parent company owns 100% of the outstanding voting stock of each of the subsidiary guarantors and the guarantee by each subsidiary guarantor is joint and several and full and unconditional, except for certain customary limitations. These customary limitations, which are described in detail in the Indenture, include (i) the sale, exchange or transfer of a guarantor, (ii) the guarantor ceasing to guarantee the 2016 Credit Facility, (iii) the designation of a guarantor as a unrestricted subsidiary (iv) exercising the legal defeasance, covenant defeasance or discharge of the Indenture, and (v) the merger or consolidation of a guarantor with the issuer or another guarantor of the Indenture. As a result and in accordance with Rule 3-10(d) of Regulation S-X under the Securities Exchange Act of 1934, as amended, the Company includes the following tables in these notes to the condensed consolidated financial statements: SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2016 Engility Holdings, Inc. Engility Corporation Subsidiary Guarantors Subsidiary Non- guarantors Consolidating Adjustments Consolidated Assets: Current assets: Cash and cash equivalents $ — $ 31,124 $ 385 $ 16,727 $ — $ 48,236 Receivables, net — 280,709 34,655 18,884 — 334,248 Intercompany receivables — 83,739 — 758 (84,497 ) — Prepaid income taxes — 5,211 — 219 — 5,430 Assets held for sale, current — 2,332 17,910 — — 20,242 Other current assets — 22,226 506 2,242 — 24,974 Total current assets — 425,341 53,456 38,830 (84,497 ) 433,130 Property, plant and equipment, net — 40,071 6,345 131 — 46,547 Goodwill — 1,020,027 58,427 — — 1,078,454 Identifiable intangible assets, net — 359,465 34,426 — — 393,891 Deferred tax assets — 213,296 18,987 — — 232,283 Assets held for sale — — 11,962 — — 11,962 Investment in subsidiaries 704,805 89,543 29,248 — (823,596 ) — Other assets — 2,292 — — — 2,292 Total assets $ 704,805 $ 2,150,035 $ 212,851 $ 38,961 $ (908,093 ) $ 2,198,559 Liabilities and Equity: Current liabilities: Current portion of long-term debt $ — $ 26,947 $ — $ — $ — $ 26,947 Accounts payable, trade — 43,848 37 58 — 43,943 Intercompany payable — 758 83,739 — (84,497 ) — Accrued employment costs — 87,199 4,530 7,131 — 98,860 Accrued expenses — 76,520 — 350 — 76,870 Advance payments and billings in excess of costs incurred — 33,259 — — — 33,259 Deferred income taxes, current and income tax liabilities — — — 230 (21 ) 209 Liabilities held for sale, current — — 4,341 — — 4,341 Other current liabilities — 34,398 47 1,944 21 36,410 Total current liabilities — 302,929 92,694 9,713 (84,497 ) 320,839 Long-term debt — 1,039,993 — — — 1,039,993 Income tax liabilities — 64,852 — — — 64,852 Liabilities held for sale — — 1,084 — — 1,084 Other liabilities — 37,456 29,530 — — 66,986 Total liabilities $ — $ 1,445,230 $ 123,308 $ 9,713 $ (84,497 ) $ 1,493,754 Shareholders' equity 704,805 704,805 89,543 29,248 (823,596 ) 704,805 Total liabilities and equity $ 704,805 $ 2,150,035 $ 212,851 $ 38,961 $ (908,093 ) $ 2,198,559 SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2015 Engility Holdings, Inc. Engility Corporation Subsidiary Guarantors Subsidiary Non- guarantors Consolidating Adjustments Consolidated Assets: Current assets: Cash and cash equivalents $ — $ 18,313 $ 29 $ 11,680 $ — $ 30,022 Receivables, net — 314,917 44,665 22,178 — 381,760 Intercompany receivables — 4,983 — — (4,983 ) — Prepaid income taxes — 4,811 — 192 — 5,003 Other current assets — 22,731 3 1,921 — 24,655 Total current assets — 365,755 44,697 35,971 (4,983 ) 441,440 Property, plant and equipment, net — 37,415 6,344 361 — 44,120 Goodwill — 1,034,751 58,427 — — 1,093,178 Identifiable intangible assets, net — 399,570 37,057 — — 436,627 Deferred tax assets — 210,727 24,670 — — 235,397 Investment in subsidiaries 706,133 141,630 23,401 — (871,164 ) — Other assets — 2,229 982 — — 3,211 Total assets $ 706,133 $ 2,192,077 $ 195,578 $ 36,332 $ (876,147 ) $ 2,253,973 Liabilities and Equity: Current liabilities: Current portion of long-term debt $ — $ 8,447 $ — $ — $ — $ 8,447 Accounts payable, trade — 50,468 3,628 249 — 54,345 Intercompany payable — — 2,030 2,953 (4,983 ) — Accrued employment costs — 64,463 9,789 7,459 — 81,711 Accrued expenses — 76,606 5,809 350 — 82,765 Advance payments and billings in excess of costs incurred — 48,876 329 — — 49,205 Deferred income taxes, current and income tax liabilities — 447 — 248 — 695 Other current liabilities — 34,590 31 1,672 — 36,293 Total current liabilities — 283,897 21,616 12,931 (4,983 ) 313,461 Long-term debt — 1,094,029 — — — 1,094,029 Income tax liabilities — 68,000 — — — 68,000 Other liabilities — 40,018 32,332 — — 72,350 Total liabilities $ — $ 1,485,944 $ 53,948 $ 12,931 $ (4,983 ) $ 1,547,840 Shareholders' equity 706,133 706,133 141,630 23,401 (871,164 ) 706,133 Total liabilities and equity $ 706,133 $ 2,192,077 $ 195,578 $ 36,332 $ (876,147 ) $ 2,253,973 SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE YEAR ENDED DECEMBER 31, 2016 Engility Holdings, Inc. Engility Corporation Subsidiary Guarantors Subsidiary Non- guarantors Consolidating Adjustments Consolidated Revenue $ — $ 1,730,876 $ 191,381 $ 154,166 $ — $ 2,076,423 Costs and expenses Cost of revenue — 1,423,013 213,650 141,181 — 1,777,844 Selling, general and administrative expenses — 132,476 30,703 3,059 — 166,238 Goodwill impairment — 9,875 — — — 9,875 Total costs and expenses — 1,565,364 244,353 144,240 — 1,953,957 Operating income (loss) — 165,512 (52,972 ) 9,926 — 122,466 Interest expense, net — 131,185 — — — 131,185 Other income (expenses), net — 135 (1 ) (214 ) — (80 ) Income in equity investments in subsidiaries (10,807 ) (52,259 ) 4,974 — 58,092 — Income (loss) before income taxes (10,807 ) (17,797 ) (47,999 ) 9,712 58,092 (8,799 ) Benefit for income taxes — (6,990 ) 4,260 — — (2,730 ) Net income (loss) (10,807 ) (10,807 ) (52,259 ) 9,712 58,092 (6,069 ) Less: Net income attributable to non-controlling interest — — — 4,738 — 4,738 Net income (loss) attributable to Engility $ (10,807 ) $ (10,807 ) $ (52,259 ) $ 4,974 $ 58,092 $ (10,807 ) Net income (loss) $ (10,807 ) $ (10,807 ) $ (52,259 ) $ 9,712 $ 58,092 $ (6,069 ) Other comprehensive income — 2,191 173 — — 2,364 Comprehensive income (loss) (10,807 ) (8,616 ) (52,086 ) 9,712 58,092 (3,705 ) Less: Net income attributable to non-controlling interest — — — 4,738 — 4,738 Comprehensive income (loss) attributable to Engility $ (10,807 ) $ (8,616 ) $ (52,086 ) $ 4,974 $ 58,092 $ (8,443 ) SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEAR ENDED DECEMBER 31, 2015 Engility Holdings, Inc. Engility Corporation Subsidiary Guarantors Subsidiary Non- guarantors Consolidating Adjustments Consolidated Revenue $ — $ 1,622,029 $ 325,926 $ 156,704 $ (19,036 ) $ 2,085,623 Costs and expenses Cost of revenue — 1,384,997 270,790 142,958 (19,036 ) 1,779,709 Selling, general and administrative expenses — 163,019 36,540 3,703 — 203,262 Goodwill impairment — 183,577 108,523 — — 292,100 Total costs and expenses — 1,731,593 415,853 146,661 (19,036 ) 2,275,071 Operating income (loss) — (109,564 ) (89,927 ) 10,043 — (189,448 ) Interest expense, net — 110,148 — (5 ) — 110,143 Other income (expenses), net — 1,289 (4 ) — — 1,285 Income in equity investments in subsidiaries (235,352 ) (60,844 ) 4,935 — 291,261 — Income (loss) before income taxes (235,352 ) (279,267 ) (84,996 ) 10,048 291,261 (298,306 ) Benefit for income taxes — (43,915 ) (24,152 ) — — (68,067 ) Net income (loss) (235,352 ) (235,352 ) (60,844 ) 10,048 291,261 (230,239 ) Less: Net income attributable to non-controlling interest — — — 5,113 — 5,113 Net income (loss) attributable to Engility $ (235,352 ) $ (235,352 ) $ (60,844 ) $ 4,935 $ 291,261 $ (235,352 ) Net income (loss) $ (235,352 ) $ (235,352 ) $ (60,844 ) $ 10,048 $ 291,261 $ (230,239 ) Other comprehensive income — 1,428 361 — — 1,789 Comprehensive income (loss) (235,352 ) (233,924 ) (60,483 ) 10,048 291,261 (228,450 ) Less: Net income attributable to non-controlling interest — — — 5,113 — 5,113 Comprehensive income (loss) attributable to Engility $ (235,352 ) $ (233,924 ) $ (60,483 ) $ 4,935 $ 291,261 $ (233,563 ) SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2014 Engility Holdings, Inc. Engility Corporation Subsidiary Guarantors Subsidiary Non- guarantors Consolidating Adjustments Consolidated Revenue $ — $ — $ 1,228,538 $ 148,243 $ (9,690 ) $ 1,367,091 Costs and expenses Cost of revenue — — 1,040,552 138,419 (9,690 ) 1,169,281 Selling, general and administrative expenses — — 113,216 1,674 — 114,890 Total costs and expenses — — 1,153,768 140,093 (9,690 ) 1,284,171 Operating income — — 74,770 8,150 — 82,920 Interest expense, net — — 12,803 (4 ) — 12,799 Other income, net — — 526 — — 526 Income in equity investments in subsidiaries 35,423 — 3,567 — (38,990 ) — Income before income taxes 35,423 — 66,060 8,154 (38,990 ) 70,647 Provision for income taxes — — 30,637 — — 30,637 Net income 35,423 — 35,423 8,154 (38,990 ) 40,010 Less: Net income attributable to non-controlling interest — — — 4,587 — 4,587 Net income attributable to Engility $ 35,423 $ — $ 35,423 $ 3,567 $ (38,990 ) $ 35,423 Net income $ 35,423 $ — $ 35,423 $ 8,154 $ (38,990 ) $ 40,010 Other comprehensive loss — — (9,018 ) — — (9,018 ) Comprehensive income 35,423 — 26,405 8,154 (38,990 ) 30,992 Less: Net income attributable to non-controlling interest — — — 4,587 — 4,587 Comprehensive income attributable to Engility $ 35,423 $ — $ 26,405 $ 3,567 $ (38,990 ) $ 26,405 SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2016 Engility Holdings, Inc. Engility Corporation Subsidiary Guarantors Subsidiary Non- guarantors Consolidating Adjustments Consolidated Operating activities: Net cash provided by operating activities $ — $ 163,136 $ (81,354 ) $ 12,623 $ — $ 94,405 Investing activities: Acquisitions, net of cash acquired — — — — — — Capital expenditures — (21,446 ) — — — (21,446 ) Net cash used in investing activities — (21,446 ) — — — (21,446 ) Financing activities: Gross borrowings from issuance of long-term debt — 1,180,000 — — — 1,180,000 Repayment of long-term debt — (1,215,754 ) — — — (1,215,754 ) Gross borrowings from revolving credit facility — 137,000 — — — 137,000 Repayments of revolving credit facility — (137,000 ) — — — (137,000 ) Debt issuance costs — (9,988 ) — — — (9,988 ) Equity issuance costs — — — — — — Proceeds from share-based payment arrangements 214 — — — — 214 Payment of employee withholding taxes on share- based compensation (1,779 ) — — — — (1,779 ) Excess tax deduction on share-based compensation — — — — — — Dividends paid (1,709 ) — — — — (1,709 ) Distributions to non-controlling interest member — — — (3,865 ) — (3,865 ) Due (to) from subsidiaries 3,274 (81,273 ) 81,710 (3,711 ) — — Net cash used in financing activities — (127,015 ) 81,710 (7,576 ) — (52,881 ) Change in cash from assets held for sale — (1,864 ) — — — (1,864 ) Net change in cash and cash equivalents — 12,811 356 5,047 — 18,214 Cash and cash equivalents, beginning of period — 18,313 29 11,680 — 30,022 Cash and cash equivalents, end of period $ — $ 31,124 $ 385 $ 16,727 $ — $ 48,236 SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2015 Engility Holdings, Inc. Engility Corporation Subsidiary Guarantors Subsidiary Non- guarantors Consolidating Adjustments Consolidated Operating activities: Net cash provided by operating activities $ — $ 45,633 $ (10,754 ) $ 13,539 $ — $ 48,418 Investing activities: Acquisitions, net of cash acquired — 25,478 — — — 25,478 Capital expenditures — (19,610 ) — — — (19,610 ) Net cash provided by investing activities — 5,868 — — — 5,868 Financing activities: Gross borrowings from issuance of long-term debt — 585,000 — — — 585,000 Repayment of long-term debt — (403,674 ) — — — (403,674 ) Gross borrowings from revolving credit facility — 157,000 — — — 157,000 Repayments of revolving credit facility — (115,000 ) — — — (115,000 ) Debt issuance costs — (42,425 ) — — — (42,425 ) Equity issuance costs (2,590 ) — — — — (2,590 ) Proceeds from share-based payment arrangements 279 — — — — 279 Payment of employee withholding taxes on share- based compensation (8,021 ) — — — — (8,021 ) Excess tax deduction on share-based compensation 5,530 — — — — 5,530 Dividends paid (204,304 ) — — — — (204,304 ) Distributions to non-controlling interest member — — — (3,182 ) — (3,182 ) Due (to) from subsidiaries 209,106 (214,089 ) 7,656 (2,673 ) — Net cash used in financing activities — (33,188 ) 7,656 (5,855 ) — (31,387 ) Net change in cash and cash equivalents — 18,313 (3,098 ) 7,684 — 22,899 Cash and cash equivalents, beginning of period — — 3,127 3,996 — 7,123 Cash and cash equivalents, end of period $ — $ 18,313 $ 29 $ 11,680 $ — $ 30,022 SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2014 Engility Holdings, Inc. Engility Corporation Subsidiary Guarantors Subsidiary Non- guarantors Consolidating Adjustments Consolidated Operating activities: Net cash provided by operating activities $ — $ — $ 104,849 $ (2,490 ) $ — $ 102,359 Investing activities: Acquisitions, net of cash acquired — — (207,250 ) — — (207,250 ) Capital expenditures — — (5,436 ) — — (5,436 ) Net cash used in investing activities — — (212,686 ) — — (212,686 ) Financing activities: Gross borrowings from issuance of long-term debt — — 75,000 — — 75,000 Repayment of long-term debt — — (13,750 ) — — (13,750 ) Gross borrowings from revolving credit facility — — 482,500 — — 482,500 Repayments of revolving credit facility — — (448,000 ) — — (448,000 ) Debt issuance costs — — (1,131 ) — — (1,131 ) Equity issuance costs — — — — — — Proceeds from share-based payment arrangements 1,479 — — — — 1,479 Payment of employee withholding taxes on share- based compensation (2,371 ) — — — — (2,371 ) Excess tax deduction on share-based compensation 1,707 — — — — 1,707 Dividends paid — — — — — — Distributions to non-controlling interest member — — — (6,987 ) — (6,987 ) Due (to) from subsidiaries (815 ) — (950 ) 1,765 — — Net cash provided by financing activities — — 93,669 (5,222 ) — 88,447 Net change in cash and cash equivalents — — (14,168 ) (7,712 ) — (21,880 ) Cash and cash equivalents, beginning of period — — 17,295 11,708 — 29,003 Cash and cash equivalents, end of period $ — $ — $ 3,127 $ 3,996 $ — $ 7,123 |