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. 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, 2017 Engility Holdings, Inc. Engility Corporation Subsidiary Guarantors Subsidiary Non- guarantors Consolidating Adjustments Consolidated Assets: Current assets: Cash and cash equivalents $ — $ 31,966 $ 36 $ 9,888 $ — $ 41,890 Receivables, net — 301,047 9,562 20,485 — 331,094 Intercompany receivables — — 28,069 7,738 (35,807 ) — Other current assets — 17,300 (4 ) 2,385 — 19,681 Total current assets — 350,313 37,663 40,496 (35,807 ) 392,665 Property, plant and equipment, net — 43,933 — 73 — 44,006 Goodwill — 1,071,371 — — — 1,071,371 Identifiable intangible assets, net — 361,410 — — — 361,410 Deferred tax assets — 150,535 — — — 150,535 Investment in subsidiaries 676,105 67,623 31,876 — (775,604 ) — Other assets — 5,976 45 — — 6,021 Total assets $ 676,105 $ 2,051,161 $ 69,584 $ 40,569 $ (811,411 ) $ 2,026,008 Liabilities and Equity: Current liabilities: Current portion of long-term debt $ — $ 26,947 $ — $ — $ — $ 26,947 Accounts payable, trade — 52,826 — 128 — 52,954 Intercompany payable — 35,807 — — (35,807 ) — Accrued employment costs — 68,622 1,961 6,962 — 77,545 Accrued expenses — 74,657 — 199 — 74,856 Advance payments and billings in excess of costs incurred — 30,380 — — — 30,380 Income tax liabilities — 320 — 228 548 Other current liabilities — 25,512 — 1,176 26,688 Total current liabilities — 315,071 1,961 8,693 (35,807 ) 289,918 Long-term debt — 938,687 — — — 938,687 Income tax liabilities — 62,219 — — — 62,219 Other liabilities — 59,079 — — — 59,079 Total liabilities — 1,375,056 1,961 8,693 (35,807 ) 1,349,903 Shareholders' equity 676,105 676,105 67,623 31,876 (775,604 ) 676,105 Total liabilities and equity $ 676,105 $ 2,051,161 $ 69,584 $ 40,569 $ (811,411 ) $ 2,026,008 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 $ — $ 31,144 $ 365 $ 16,727 $ — $ 48,236 Receivables, net — 297,334 18,030 18,884 — 334,248 Intercompany receivables — 124,741 — 758 (125,499 ) — Assets held for sale, current — 2,332 17,910 — — 20,242 Other current assets — 27,437 506 2,461 — 30,404 Total current assets — 482,988 36,811 38,830 (125,499 ) 433,130 Property, plant and equipment, net — 46,413 3 131 — 46,547 Goodwill — 1,078,454 — — — 1,078,454 Identifiable intangible assets, net — 393,891 — — — 393,891 Deferred tax assets — 236,457 (4,174 ) — — 232,283 Assets held for sale — 1 11,961 — — 11,962 Investment in subsidiaries 704,805 (60,902 ) 29,248 — (673,151 ) — Other assets — 2,292 — — — 2,292 Total assets $ 704,805 $ 2,179,594 $ 73,849 $ 38,961 $ (798,650 ) $ 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 — 758 124,741 — (125,499 ) — Accrued employment costs — 87,263 4,466 7,131 — 98,860 Accrued expenses — 76,520 — 350 — 76,870 Advance payments and billings in excess of costs incurred — 33,259 — — — 33,259 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 — 302,993 133,632 9,713 (125,499 ) 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 — 66,951 35 — — 66,986 Total liabilities — 1,474,789 134,751 9,713 (125,499 ) 1,493,754 Shareholders' equity 704,805 704,805 (60,902 ) 29,248 (673,151 ) 704,805 Total liabilities and equity $ 704,805 $ 2,179,594 $ 73,849 $ 38,961 $ (798,650 ) $ 2,198,559 SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE YEAR ENDED DECEMBER 31, 2017 Engility Holdings, Inc. Engility Corporation Subsidiary Guarantors Subsidiary Non- guarantors Consolidating Adjustments Consolidated Revenue $ — $ 1,755,936 $ 32,519 $ 143,432 $ — $ 1,931,887 Costs and expenses Cost of revenue — 1,470,400 56,340 128,989 — 1,655,729 Selling, general and administrative expenses — 134,670 3,287 4,434 — 142,391 Goodwill impairment — 7,083 — — — 7,083 Total costs and expenses — 1,612,153 59,627 133,423 — 1,805,203 Operating income (loss) — 143,783 (27,108 ) 10,009 — 126,684 Interest expense, net — 76,716 — — — 76,716 Other expenses (income), net — (17 ) (4 ) 248 — 227 Income (loss) in equity investments in subsidiaries (35,191 ) (21,920 ) 5,185 — 51,926 — Income (loss) before income taxes (35,191 ) 45,164 (21,919 ) 9,761 51,926 49,741 Provision for income taxes — 80,355 1 — — 80,356 Net income (loss) (35,191 ) (35,191 ) (21,920 ) 9,761 51,926 (30,615 ) Less: Net income attributable to non-controlling interest — — — 4,576 — 4,576 Net income (loss) attributable to Engility $ (35,191 ) $ (35,191 ) $ (21,920 ) $ 5,185 $ 51,926 $ (35,191 ) Net income (loss) $ (35,191 ) $ (35,191 ) $ (21,920 ) $ 9,761 $ 51,926 $ (30,615 ) Other comprehensive income — 1,060 — — — 1,060 Comprehensive income (loss) (35,191 ) (34,131 ) (21,920 ) 9,761 51,926 (29,555 ) Less: Net income attributable to non-controlling interest — — — 4,576 — 4,576 Comprehensive income (loss) attributable to Engility $ (35,191 ) $ (34,131 ) $ (21,920 ) $ 5,185 $ 51,926 $ (34,131 ) SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEAR ENDED DECEMBER 31, 2016 Engility Holdings, Inc. Engility Corporation Subsidiary Guarantors Subsidiary Non- guarantors Consolidating Adjustments Consolidated Revenue $ — $ 1,834,718 $ 87,539 $ 154,166 $ — $ 2,076,423 Costs and expenses Cost of revenue — 1,503,356 133,307 141,181 — 1,777,844 Selling, general and administrative expenses — 145,215 17,964 3,059 — 166,238 Goodwill impairment — 9,875 — — — 9,875 Total costs and expenses — 1,658,446 151,271 144,240 — 1,953,957 Operating income (loss) — 176,272 (63,732 ) 9,926 — 122,466 Interest expense, net — 131,185 — — — 131,185 Other expenses (income), net — (135 ) 1 214 — 80 Income (loss) in equity investments in subsidiaries (10,807 ) (58,753 ) 4,974 — 64,586 — Income (loss) before income taxes (10,807 ) (13,531 ) (58,759 ) 9,712 64,586 (8,799 ) Provision (benefit) for income taxes — (2,724 ) (6 ) — — (2,730 ) Net income (loss) (10,807 ) (10,807 ) (58,753 ) 9,712 64,586 (6,069 ) Less: Net income attributable to non-controlling interest — — — 4,738 — 4,738 Net income (loss) attributable to Engility $ (10,807 ) $ (10,807 ) $ (58,753 ) $ 4,974 $ 64,586 $ (10,807 ) Net income (loss) $ (10,807 ) $ (10,807 ) $ (58,753 ) $ 9,712 $ 64,586 $ (6,069 ) Other comprehensive income — 2,364 — — — 2,364 Comprehensive income (loss) (10,807 ) (8,443 ) (58,753 ) 9,712 64,586 (3,705 ) Less: Net income attributable to non-controlling interest — — — 4,738 — 4,738 Comprehensive income (loss) attributable to Engility $ (10,807 ) $ (8,443 ) $ (58,753 ) $ 4,974 $ 64,586 $ (8,443 ) SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2015 Engility Holdings, Inc. Engility Corporation Subsidiary Guarantors Subsidiary Non- guarantors Consolidating Adjustments Consolidated Revenue $ — $ 1,796,441 $ 151,514 $ 156,704 $ (19,036 ) $ 2,085,623 Costs and expenses Cost of revenue — 1,519,802 135,985 142,958 (19,036 ) 1,779,709 Selling, general and administrative expenses 184,397 15,162 3,703 — 203,262 Goodwill impairment — 292,100 — — — 292,100 Total costs and expenses — 1,996,299 151,147 146,661 (19,036 ) 2,275,071 Operating income (loss) — (199,858 ) 367 10,043 — (189,448 ) Interest expense (income), net — 110,148 — (5 ) — 110,143 Other expense (income), net — (1,289 ) 4 — — (1,285 ) Income (loss) in equity investments in subsidiaries (235,352 ) 3,018 4,935 — 227,399 — Income (loss) before income taxes (235,352 ) (305,699 ) 5,298 10,048 227,399 (298,306 ) Benefit for income taxes — (70,347 ) 2,280 — — (68,067 ) Net income (loss) (235,352 ) (235,352 ) 3,018 10,048 227,399 (230,239 ) Less: Net income attributable to non-controlling interest — — — 5,113 — 5,113 Net income (loss) attributable to Engility $ (235,352 ) $ (235,352 ) $ 3,018 $ 4,935 $ 227,399 $ (235,352 ) Net income (loss) $ (235,352 ) $ (235,352 ) $ 3,018 $ 10,048 $ 227,399 $ (230,239 ) Other comprehensive income — 1,789 — — — 1,789 Comprehensive income (loss) (235,352 ) (233,563 ) 3,018 10,048 227,399 (228,450 ) Less: Net income attributable to non-controlling interest — — — 5,113 — 5,113 Comprehensive income (loss) attributable to Engility $ (235,352 ) $ (233,563 ) $ 3,018 $ 4,935 $ 227,399 $ (233,563 ) SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2017 Engility Holdings, Inc. Engility Corporation Subsidiary Guarantors Subsidiary Non- guarantors Consolidating Adjustments Consolidated Operating activities: Net cash provided by (used in) operating activities $ — $ (62,082 ) $ 152,481 $ 7,274 $ — $ 97,673 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 — (9,691 ) — — — (9,691 ) Net cash provided by investing activities — 15,560 — — — 15,560 Financing activities: Repayment of long-term debt — (110,447 ) — — — (110,447 ) Gross borrowings from revolving credit facility — 318,500 — — — 318,500 Repayments of revolving credit facility — (318,500 ) — — — (318,500 ) Payment of employee withholding taxes on share-based compensation (1,501 ) — — — — (1,501 ) Dividends paid (407 ) — — — — (407 ) Distributions to non-controlling interest member — — — (7,133 ) — (7,133 ) Due (to) from subsidiaries 1,908 157,882 (152,810 ) (6,980 ) — — Net cash provided by (used in) financing activities — 47,435 (152,810 ) (14,113 ) — (119,488 ) Change in cash from assets held from sale — (91 ) — — — (91 ) Net change in cash and cash equivalents — 822 (329 ) (6,839 ) — (6,346 ) Cash and cash equivalents, beginning of period — 31,144 365 16,727 — 48,236 Cash and cash equivalents, end of period $ — $ 31,966 $ 36 $ 9,888 $ — $ 41,890 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 (used in) operating activities $ — $ 163,949 $ (82,167 ) $ 12,623 $ — $ 94,405 Investing activities: 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 ) Proceeds from share-based payment arrangements 214 — — — — 214 Payment of employee withholding taxes on share-based compensation (1,779 ) — — — — (1,779 ) Dividends paid (1,709 ) — — — — (1,709 ) Distributions to non-controlling interest member — — — (3,865 ) — (3,865 ) Due (to) from subsidiaries 3,274 (82,066 ) 82,503 (3,711 ) — — Net cash provided by (used in) financing activities — (127,808 ) 82,503 (7,576 ) — (52,881 ) Change in cash from assets held from sale — (1,864 ) — — — (1,864 ) Net change in cash and cash equivalents — 12,831 336 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 $ — $ 31,144 $ 365 $ 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 $ 5,530 $ 85,842 $ (50,963 ) $ 13,539 $ — $ 53,948 Investing activities: Acquisitions, net of cash acquired — 25,478 — — — 25,478 Capital expenditures — (19,610 ) — — — (19,610 ) Net cash used in 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 ) Dividends paid (204,304 ) — — — — (204,304 ) Distributions to non-controlling interest member — — — (3,182 ) — (3,182 ) Due (to) from subsidiaries 209,106 (254,298 ) 47,865 (2,673 ) — — Net cash provided by financing activities (5,530 ) (73,397 ) 47,865 (5,855 ) — (36,917 ) 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 |