Separate Financial Information of Subsidiary Guarantor of Indebtedness | 12. 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 (as defined in Note 11 to our audited consolidated financial statements in our 2016 Form 10-K), 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: UNAUDITED SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET AS OF SEPTEMBER 29, 2017 Engility Holdings, Inc. Engility Corporation Subsidiary Guarantors Subsidiary Non- guarantors Consolidating Adjustments Consolidated Assets: Current assets: Cash and cash equivalents $ — $ 36,460 $ 126 $ 15,392 $ — $ 51,978 Receivables, net — 302,383 22,126 17,204 — 341,713 Intercompany receivables — 69,131 — 6,284 (75,415 ) — Other current assets — 20,603 402 1,749 — 22,754 Total current assets — 428,577 22,654 40,629 (75,415 ) 416,445 Property, plant and equipment, net — 38,004 6,346 78 — 44,428 Goodwill — 1,020,027 58,427 — — 1,078,454 Identifiable intangible assets, net — 337,076 32,452 — — 369,528 Deferred tax assets — 193,074 23,160 — — 216,234 Investment in subsidiaries 732,153 74,416 30,349 — (836,918 ) — Other assets — 4,395 45 — — 4,440 Total assets $ 732,153 $ 2,095,569 $ 173,433 $ 40,707 $ (912,333 ) $ 2,129,529 Liabilities and Equity: Current liabilities: Current portion of long-term debt $ — $ 26,947 $ — $ — $ — $ 26,947 Accounts payable, trade — 50,293 45 75 — 50,413 Intercompany payable — 6,284 69,131 — (75,415 ) — Accrued employment costs — 84,809 2,955 8,963 — 96,727 Accrued expenses — 81,593 — 372 — 81,965 Advance payments and billings in excess of costs incurred — 31,905 — — — 31,905 Deferred income taxes, current and income tax liabilities — 312 — 206 518 Other current liabilities — 21,643 11 742 22,396 Total current liabilities — 303,786 72,142 10,358 (75,415 ) 310,871 Long-term debt — 960,499 — — — 960,499 Income tax liabilities — 63,167 — — — 63,167 Other liabilities — 35,964 26,875 — — 62,839 Total liabilities — 1,363,416 99,017 10,358 (75,415 ) 1,397,376 Shareholders' equity 732,153 732,153 74,416 30,349 (836,918 ) 732,153 Total liabilities and equity $ 732,153 $ 2,095,569 $ 173,433 $ 40,707 $ (912,333 ) $ 2,129,529 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 ) — Assets held for sale, current — 2,332 17,910 — — 20,242 Other current assets — 27,437 506 2,461 — 30,404 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 UNAUDITED SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE THREE MONTHS ENDED SEPTEMBER 29, 2017 Engility Holdings, Inc. Engility Corporation Subsidiary Guarantors Subsidiary Non- guarantors Consolidating Adjustments Consolidated Revenue $ — $ 430,261 $ 22,199 $ 34,684 $ — $ 487,144 Costs and expenses Cost of revenue — 360,520 25,343 31,718 — 417,581 Selling, general and administrative expenses — 29,240 2,925 1,143 — 33,308 Total costs and expenses — 389,760 28,268 32,861 — 450,889 Operating income (loss) — 40,501 (6,069 ) 1,823 — 36,255 Interest expense, net — 19,739 — — — 19,739 Other expenses (income), net — (7 ) (1 ) 57 — 49 Income (loss) in equity investments in subsidiaries 9,805 (5,534 ) 715 — (4,986 ) — Income (loss) before income taxes 9,805 15,235 (5,353 ) 1,766 (4,986 ) 16,467 Provision for income taxes — 5,430 181 — — 5,611 Net income (loss) 9,805 9,805 (5,534 ) 1,766 (4,986 ) 10,856 Less: Net income attributable to non-controlling interest — — — 1,051 — 1,051 Net income (loss) attributable to Engility $ 9,805 $ 9,805 $ (5,534 ) $ 715 $ (4,986 ) $ 9,805 Net income (loss) $ 9,805 $ 9,805 $ (5,534 ) $ 1,766 $ (4,986 ) $ 10,856 Other comprehensive loss — (44 ) (11 ) — — (55 ) Comprehensive income (loss) 9,805 9,761 (5,545 ) 1,766 (4,986 ) 10,801 Less: Net income attributable to non-controlling interest — — — 1,051 — 1,051 Comprehensive income (loss) attributable to Engility $ 9,805 $ 9,761 $ (5,545 ) $ 715 $ (4,986 ) $ 9,750 UNAUDITED SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2016 Engility Holdings, Inc. Engility Corporation Subsidiary Guarantors Subsidiary Non- guarantors Consolidating Adjustments Consolidated Revenue $ — $ 428,217 $ 45,689 $ 37,894 $ — $ 511,800 Costs and expenses Cost of revenue — 348,629 52,537 34,428 — 435,594 Selling, general and administrative expenses — 29,549 8,980 808 — 39,337 Total costs and expenses — 378,178 61,517 35,236 — 474,931 Operating income (loss) — 50,039 (15,828 ) 2,658 — 36,869 Interest expense, net — 50,855 — — — 50,855 Other expenses (income), net — (66 ) — 66 — — Income (loss) in equity investments in subsidiaries (16,757 ) (14,710 ) 1,169 — 30,298 — Income (loss) before income taxes (16,757 ) (15,460 ) (14,659 ) 2,592 30,298 (13,986 ) Provision for income taxes — 1,297 51 — — 1,348 Net income (loss) (16,757 ) (16,757 ) (14,710 ) 2,592 30,298 (15,334 ) Less: Net income attributable to non-controlling interest — — — 1,423 — 1,423 Net income (loss) attributable to Engility $ (16,757 ) $ (16,757 ) $ (14,710 ) $ 1,169 $ 30,298 $ (16,757 ) Net income (loss) $ (16,757 ) $ (16,757 ) $ (14,710 ) $ 2,592 $ 30,298 $ (15,334 ) Other comprehensive income — 523 — — — 523 Comprehensive income (loss) (16,757 ) (16,234 ) (14,710 ) 2,592 30,298 (14,811 ) Less: Net income attributable to non-controlling interest — — — 1,423 — 1,423 Comprehensive income (loss) attributable to Engility $ (16,757 ) $ (16,234 ) $ (14,710 ) $ 1,169 $ 30,298 $ (16,234 ) UNAUDITED SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE NINE MONTHS ENDED SEPTEMBER 29, 2017 Engility Holdings, Inc. Engility Corporation Subsidiary Guarantors Subsidiary Non- guarantors Consolidating Adjustments Consolidated Revenue $ — $ 1,283,964 $ 75,596 $ 107,470 $ — $ 1,467,030 Costs and expenses Cost of revenue — 1,075,098 83,613 96,892 — 1,255,603 Selling, general and administrative expenses — 94,430 9,766 3,107 — 107,303 Total costs and expenses — 1,169,528 93,379 99,999 — 1,362,906 Operating income (loss) — 114,436 (17,783 ) 7,471 — 104,124 Interest expense, net — 59,189 — — — 59,189 Other expenses (income), net — (19 ) (3 ) 234 — 212 Income (loss) in equity investments in subsidiaries 24,369 (15,024 ) 3,554 — (12,899 ) — Income (loss) before income taxes 24,369 40,242 (14,226 ) 7,237 (12,899 ) 44,723 Provision for income taxes — 15,873 798 — — 16,671 Net income (loss) 24,369 24,369 (15,024 ) 7,237 (12,899 ) 28,052 Less: Net income attributable to non-controlling interest — — — 3,683 — 3,683 Net income (loss) attributable to Engility $ 24,369 $ 24,369 $ (15,024 ) $ 3,554 $ (12,899 ) $ 24,369 Net income (loss) $ 24,369 $ 24,369 $ (15,024 ) $ 7,237 $ (12,899 ) $ 28,052 Other comprehensive loss — (536 ) (103 ) — — (639 ) Comprehensive income (loss) 24,369 23,833 (15,127 ) 7,237 (12,899 ) 27,413 Less: Net income attributable to non-controlling interest — — — 3,683 — 3,683 Comprehensive income (loss) attributable to Engility $ 24,369 $ 23,833 $ (15,127 ) $ 3,554 $ (12,899 ) $ 23,730 UNAUDITED SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 Engility Holdings, Inc. Engility Corporation Subsidiary Guarantors Subsidiary Non- guarantors Consolidating Adjustments Consolidated Revenue $ — $ 1,303,403 $ 148,117 $ 118,491 $ — $ 1,570,011 Costs and expenses Cost of revenue — 1,068,725 165,385 107,716 — 1,341,826 Selling, general and administrative expenses — 103,581 23,873 2,326 — 129,780 Goodwill impairment — — — — — — Total costs and expenses — 1,172,306 189,258 110,042 — 1,471,606 Operating income (loss) — 131,097 (41,141 ) 8,449 — 98,405 Interest expense, net — 109,358 — — — 109,358 Other expenses (income), net — (99 ) — 181 — 82 Income (loss) in equity investments in subsidiaries (17,493 ) (40,289 ) 4,180 — 53,602 — Income (loss) before income taxes (17,493 ) (18,451 ) (36,961 ) 8,268 53,602 (11,035 ) Provision (benefit) for income taxes — (958 ) 3,328 — — 2,370 Net income (loss) (17,493 ) (17,493 ) (40,289 ) 8,268 53,602 (13,405 ) Less: Net income attributable to non-controlling interest — — — 4,088 — 4,088 Net income (loss) attributable to Engility $ (17,493 ) $ (17,493 ) $ (40,289 ) $ 4,180 $ 53,602 $ (17,493 ) Net income (loss) $ (17,493 ) $ (17,493 ) $ (40,289 ) $ 8,268 $ 53,602 $ (13,405 ) Other comprehensive income — 1,699 632 — — 2,331 Comprehensive income (loss) (17,493 ) (15,794 ) (39,657 ) 8,268 53,602 (11,074 ) Less: Net income attributable to non-controlling interest — — — 4,088 — 4,088 Comprehensive income (loss) attributable to Engility $ (17,493 ) $ (15,794 ) $ (39,657 ) $ 4,180 $ 53,602 $ (15,162 ) UNAUDITED SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 29, 2017 Engility Holdings, Inc. Engility Corporation Subsidiary Guarantors Subsidiary Non- guarantors Consolidating Adjustments Consolidated Operating activities: Net cash provided by operating activities $ — $ 54,079 $ 14,349 $ 10,327 $ — $ 78,755 Investing activities: Proceeds from sale of business, net of amount placed in escrow — 22,349 — — — 22,349 Proceeds from sale of property, plant and equipment — 2,902 — — — 2,902 Capital expenditures — (5,810 ) — — — (5,810 ) Net cash provided by investing activities — 19,441 — — — 19,441 Financing activities: Repayment of long-term debt — (86,410 ) — — — (86,410 ) Gross borrowings from revolving credit facility — 270,000 — — — 270,000 Repayments of revolving credit facility — (270,000 ) — — — (270,000 ) Payment of employee withholding taxes on share-based compensation (1,501 ) — — — — (1,501 ) Dividends paid (407 ) — — — — (407 ) Distributions to non-controlling interest member — — — (6,136 ) — (6,136 ) Due (to) from subsidiaries 1,908 18,226 (14,608 ) (5,526 ) — — Net cash used in financing activities — (68,184 ) (14,608 ) (11,662 ) — (94,454 ) Net change in cash and cash equivalents — 5,336 (259 ) (1,335 ) — 3,742 Cash and cash equivalents, beginning of period — 31,124 385 16,727 — 48,236 Cash and cash equivalents, end of period $ — $ 36,460 $ 126 $ 15,392 $ — $ 51,978 UNAUDITED SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 Engility Holdings, Inc. Engility Corporation Subsidiary Guarantors Subsidiary Non- guarantors Consolidating Adjustments Consolidated Operating activities: Net cash provided by (used in) operating activities $ — $ 137,046 $ (64,341 ) $ 12,039 $ — $ 84,744 Investing activities: Capital expenditures — (17,942 ) — — — (17,942 ) Net cash used in investing activities — (17,942 ) — — — (17,942 ) Financing activities: Gross borrowings from issuance of long-term debt — 1,180,000 — — — 1,180,000 Repayment of long-term debt — (1,199,018 ) — — — (1,199,018 ) Gross borrowings from revolving credit facility — 73,000 — — — 73,000 Repayments of revolving credit facility — (73,000 ) — — — (73,000 ) Debt issuance costs — (9,988 ) — — — (9,988 ) Proceeds from share-based payment arrangements 214 — — — — 214 Payment of employee withholding taxes on share- based compensation (1,777 ) — — — — (1,777 ) Dividends paid (1,703 ) — — — — (1,703 ) Distributions to non-controlling interest member — — — (3,865 ) — (3,865 ) Due (to) from subsidiaries 3,266 (65,578 ) 65,413 (3,101 ) — — Net cash provided by (used in) financing activities — (94,584 ) 65,413 (6,966 ) — (36,137 ) Net change in cash and cash equivalents — 24,520 1,072 5,073 — 30,665 Cash and cash equivalents, beginning of period — 18,313 29 11,680 — 30,022 Cash and cash equivalents, end of period $ — $ 42,833 $ 1,101 $ 16,753 $ — $ 60,687 |