Guarantor Condensed Consolidating Financial Statements | GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Ancestry.com LLC and by certain of its direct and indirect restricted subsidiaries (“Guarantor Subsidiaries”) in accordance with the indenture. All other subsidiaries that do not guarantee the Notes are “Non-Guarantors.” Each subsidiary is 100% owned directly or indirectly by the Parent, and there are no significant restrictions on the ability of the Parent or any of the Guarantor Subsidiaries to obtain funds from its subsidiaries by dividend or loan. The Parent conducts substantially all of its business through its subsidiaries. In servicing payments on the Notes and other indebtedness, the Issuer will rely on cash flows from these subsidiaries. The indenture governing the Notes provides for customary guarantee release provisions allowing the guarantee of a Guarantor Subsidiary to be automatically and unconditionally released upon certain conditions such as a sale, exchange, or transfer of substantially all of the assets or equity of the Guarantor Subsidiary, the repayment of the indebtedness that gave rise to the obligation of the Guarantor Subsidiary to guarantee the Notes, or the designation of the Guarantor Subsidiary as an Unrestricted Subsidiary, as defined in the indenture. The indenture does not provide for automatic release of the Parent’s guarantee of the Notes. See Note 4 for further information regarding the Notes. The Guarantor Subsidiaries are exempt from reporting under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to Rule 12h-5 under the Exchange Act. As such, the Company is presenting the following Condensed Consolidating Balance Sheets, Statements of Comprehensive Income (Loss) and Statements of Cash Flows as set forth below of the Parent, Issuer, Guarantor Subsidiaries and the Non-Guarantor subsidiaries. Basis of Presentation The same accounting policies as described in the Condensed Consolidated Financial Statements are used by each entity in the Condensed Consolidated Financial Statements, except for the use of the equity method of accounting to reflect ownership interests in subsidiaries, which are eliminated upon consolidation. Consolidating entries and eliminations in the following Condensed Consolidated Financial Statements represent adjustments to (a) eliminate intercompany transactions between or among the Parent, the Issuer, the Guarantor Subsidiaries and the Non-Guarantors, (b) eliminate the investments in subsidiaries and (c) record consolidating entries. All direct and indirect domestic subsidiaries are included in Ancestry U.S. Holdings Inc.’s consolidated U.S. tax return. In the Condensed Consolidated Financial Statements, income tax benefit (expense) has been allocated based on each such domestic subsidiary’s relative pretax income to the consolidated pretax income (loss). Management believes that the allocations and adjustments noted above are reasonable. However, such allocations and adjustments may not be indicative of the actual amounts that would have been incurred had the Parent, Guarantor Subsidiaries and Non-Guarantors operated independently. Certain prior period amounts have been reclassified to conform to the current year presentation of the financial statements. Other than the adjustments related to the adoption of ASU 2015-03, as discussed in the Recent Accounting Pronouncements section in Note 1, these reclassifications did not have a significant impact on the Condensed Consolidated Financial Statements. Refer to the Basis of Presentation section in Note 1 for a reconciliation of the effect of the adoption of ASU 2015-03 on the Company’s Condensed Consolidated Balance Sheets as of December 31, 2014. The reclassification of deferred financing costs described in Note 1 is applicable only to the Issuer entity. ANCESTRY.COM LLC CONDENSED CONSOLIDATING BALANCE SHEETS (in thousands) June 30, 2015 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Elimination Total ASSETS Current assets: Cash and cash equivalents $ 430 $ 29 $ 105,596 $ 2,032 $ — $ 108,087 Restricted cash — — 3,518 — — 3,518 Accounts receivable, net of allowances — — 11,691 183 — 11,874 Current deferred income taxes — — 1,375 — — 1,375 Prepaid expenses and other current assets — 31 12,199 333 — 12,563 Intercompany receivables 51 — 157 1,334 (1,542 ) — Total current assets 481 60 134,536 3,882 (1,542 ) 137,417 Property and equipment, net — — 39,377 465 — 39,842 Content databases, net — — 282,556 766 — 283,322 Intangible assets, net — — 214,127 — — 214,127 Goodwill — — 947,613 670 — 948,283 Investment in subsidiary 497,245 1,225,243 401,919 93 (2,124,500 ) — Other assets — 531 12,848 230 — 13,609 Total assets $ 497,726 $ 1,225,834 $ 2,032,976 $ 6,106 $ (2,126,042 ) $ 1,636,600 LIABILITIES AND MEMBER’S INTERESTS Current liabilities: Accounts payable $ — $ 33 $ 18,082 $ 482 $ — $ 18,597 Accrued expenses — 1,449 28,824 1,148 — 31,421 Acquisition-related liabilities — — 3,518 — — 3,518 Deferred revenues — — 149,873 31 — 149,904 Current portion of long-term debt, net — 29,033 — — — 29,033 Intercompany payables 4 — 1,341 197 (1,542 ) — Total current liabilities 4 30,515 201,638 1,858 (1,542 ) 232,473 Long-term debt, net — 791,455 — — — 791,455 Deferred income taxes — — 90,066 (40 ) — 90,026 Other long-term liabilities — — 26,321 — — 26,321 Total liabilities 4 821,970 318,025 1,818 (1,542 ) 1,140,275 Total member’s interests 497,722 403,864 1,714,951 4,288 (2,124,500 ) 496,325 Total liabilities and member’s interests $ 497,726 $ 1,225,834 $ 2,032,976 $ 6,106 $ (2,126,042 ) $ 1,636,600 ANCESTRY.COM LLC CONDENSED CONSOLIDATING BALANCE SHEETS (continued) (in thousands) December 31, 2014 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Elimination Total ASSETS Current assets: Cash and cash equivalents $ 297 $ 153 $ 104,690 $ 3,354 $ — $ 108,494 Restricted cash — 45,280 3,806 — — 49,086 Accounts receivable, net of allowances — — 6,690 4,551 — 11,241 Current deferred income taxes — — 5,277 — — 5,277 Prepaid expenses and other current assets — — 11,291 352 — 11,643 Intercompany receivables 46 — 2,895 811 (3,752 ) — Total current assets 343 45,433 134,649 9,068 (3,752 ) 185,741 Property and equipment, net — — 36,551 555 — 37,106 Content databases, net — — 281,998 817 — 282,815 Intangible assets, net — — 269,054 — — 269,054 Goodwill — — 947,563 720 — 948,283 Investment in subsidiary 496,781 1,278,254 423,266 48 (2,198,349 ) — Other assets — 318 2,617 240 — 3,175 Total assets $ 497,124 $ 1,324,005 $ 2,095,698 $ 11,448 $ (2,202,101 ) $ 1,726,174 LIABILITIES AND MEMBER’S INTERESTS Current liabilities: Accounts payable $ — $ 60 $ 11,026 $ 429 $ — $ 11,515 Accrued expenses — 7,051 35,747 4,231 — 47,029 Acquisition-related liabilities — 45,280 3,806 — — 49,086 Deferred revenues — — 144,969 41 — 145,010 Current portion of long-term debt, net — 46,537 — — — 46,537 Intercompany payables — — 825 2,927 (3,752 ) — Total current liabilities — 98,928 196,373 7,628 (3,752 ) 299,177 Long-term debt, net — 799,403 — — — 799,403 Deferred income taxes — — 115,497 (36 ) — 115,461 Other long-term liabilities — — 16,406 — — 16,406 Total liabilities — 898,331 328,276 7,592 (3,752 ) 1,230,447 Total member’s interests 497,124 425,674 1,767,422 3,856 (2,198,349 ) 495,727 Total liabilities and member’s interests $ 497,124 $ 1,324,005 $ 2,095,698 $ 11,448 $ (2,202,101 ) $ 1,726,174 ANCESTRY.COM LLC CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Three Months Ended June 30, 2015 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Total revenues $ — $ — $ 169,107 $ 3,517 $ (3,200 ) $ 169,424 Total cost of revenues — — 42,401 265 (3,200 ) 39,466 Gross profit — — 126,706 3,252 — 129,958 Operating expenses: Technology and development — — 23,895 387 — 24,282 Marketing and advertising — — 39,064 2,139 — 41,203 General and administrative — 57 11,918 452 — 12,427 Amortization of acquired intangible assets — — 27,464 — — 27,464 Total operating expenses — 57 102,341 2,978 — 105,376 Income (loss) from operations — (57 ) 24,365 274 — 24,582 Interest income (expense), net — (16,761 ) 139 — — (16,622 ) Other income, net — — 158 32 — 190 Income (loss) before income taxes — (16,818 ) 24,662 306 — 8,150 Income tax benefit (expense) — 6,139 (548 ) (79 ) — 5,512 Income (loss) before loss from subsidiaries — (10,679 ) 24,114 227 — 13,662 Income (loss) from subsidiaries 13,662 7,511 (2,941 ) — (18,232 ) — Net income (loss) $ 13,662 $ (3,168 ) $ 21,173 $ 227 $ (18,232 ) $ 13,662 Comprehensive income (loss) $ 13,662 $ (3,168 ) $ 21,173 $ 227 $ (18,232 ) $ 13,662 Three Months Ended June 30, 2014 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Total revenues $ — $ — $ 155,599 $ 4,750 $ (4,297 ) $ 156,052 Total cost of revenues — — 37,971 836 (4,297 ) 34,510 Gross profit — — 117,628 3,914 — 121,542 Operating expenses: Technology and development — — 23,671 565 — 24,236 Marketing and advertising — — 38,366 2,620 — 40,986 General and administrative — 57 14,614 670 — 15,341 Amortization of acquired intangible assets — — 37,001 — — 37,001 Total operating expenses — 57 113,652 3,855 — 117,564 Income (loss) from operations — (57 ) 3,976 59 — 3,978 Interest income (expense), net — (17,733 ) (28 ) 2 — (17,759 ) Other income, net — — 126 180 — 306 Income (loss) before income taxes — (17,790 ) 4,074 241 — (13,475 ) Income tax benefit (expense) — 6,493 (583 ) (44 ) — 5,866 Income (loss) before loss from subsidiaries — (11,297 ) 3,491 197 — (7,609 ) Loss from subsidiaries (7,609 ) (12,100 ) (23,200 ) — 42,909 — Net income (loss) $ (7,609 ) $ (23,397 ) $ (19,709 ) $ 197 $ 42,909 $ (7,609 ) Comprehensive income (loss) $ (7,609 ) $ (23,397 ) $ (19,709 ) $ 197 $ 42,909 $ (7,609 ) ANCESTRY.COM LLC CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Six Months Ended June 30, 2015 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Total revenues $ — $ — $ 333,270 $ 7,234 $ (6,483 ) $ 334,021 Total cost of revenues — — 85,180 730 (6,483 ) 79,427 Gross profit — — 248,090 6,504 — 254,594 Operating expenses: Technology and development — — 46,916 809 — 47,725 Marketing and advertising — — 80,349 4,031 — 84,380 General and administrative — 430 22,322 1,130 — 23,882 Amortization of acquired intangible assets — — 54,927 — — 54,927 Total operating expenses — 430 204,514 5,970 — 210,914 Income (loss) from operations — (430 ) 43,576 534 — 43,680 Interest income (expense), net — (34,095 ) 265 — — (33,830 ) Other income (expense), net — — (95 ) 22 — (73 ) Income (loss) before income taxes — (34,525 ) 43,746 556 — 9,777 Income tax benefit (expense) — 12,602 (5,792 ) (131 ) — 6,679 Income (loss) before loss from subsidiaries — (21,923 ) 37,954 425 — 16,456 Income (Loss) from subsidiaries 16,456 5,844 (15,654 ) — (6,646 ) — Net income (loss) $ 16,456 $ (16,079 ) $ 22,300 $ 425 $ (6,646 ) $ 16,456 Comprehensive income (loss) $ 16,456 $ (16,079 ) $ 22,300 $ 425 $ (6,646 ) $ 16,456 Six Months Ended June 30, 2014 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Total revenues $ — $ — $ 308,706 $ 10,441 $ (9,449 ) $ 309,698 Total cost of revenues — — 76,839 1,801 (9,449 ) 69,191 Gross profit — — 231,867 8,640 — 240,507 Operating expenses: Technology and development — — 47,951 850 — 48,801 Marketing and advertising — — 80,296 5,895 — 86,191 General and administrative — 97 28,117 1,341 — 29,555 Amortization of acquired intangible assets — — 74,052 — — 74,052 Total operating expenses — 97 230,416 8,086 — 238,599 Income (loss) from operations — (97 ) 1,451 554 — 1,908 Interest income (expense), net — (35,071 ) (82 ) 3 — (35,150 ) Other income (expense), net — (8 ) 147 186 — 325 Income (loss) before income taxes — (35,176 ) 1,516 743 — (32,917 ) Income tax benefit (expense) — 12,839 10,209 (117 ) — 22,931 Income (loss) before loss from subsidiaries — (22,337 ) 11,725 626 — (9,986 ) Loss from subsidiaries (9,986 ) (17,994 ) (39,705 ) — 67,685 — Net income (loss) $ (9,986 ) $ (40,331 ) $ (27,980 ) $ 626 $ 67,685 $ (9,986 ) Comprehensive income (loss) $ (9,986 ) $ (40,331 ) $ (27,980 ) $ 626 $ 67,685 $ (9,986 ) ANCESTRY.COM LLC CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Six Months Ended June 30, 2015 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Net cash provided by (used in) operating activities $ 19,233 $ 22,309 $ 106,102 $ (1,276 ) $ (64,673 ) $ 81,695 Investing activities: Capitalization of content databases — — (16,540 ) — — (16,540 ) Purchases of property and equipment — — (6,426 ) (18 ) — (6,444 ) Issuance of related party note receivable — — (10,000 ) — — (10,000 ) Investment in subsidiaries — (12,602 ) — (45 ) 12,647 — Return of capital from subsidiaries — 47,399 27,195 — (74,594 ) — Net cash provided by (used in) investing activities — 34,797 (5,771 ) (63 ) (61,947 ) (32,984 ) Financing activities: Member's capital contributions — — — — — — Principal payments on debt — (30,035 ) — — — (30,035 ) Excess tax benefits from stock-based compensation — — — 17 — 17 Return-of-capital distribution (19,100 ) — — — — (19,100 ) Payment of contingent consideration — — — — — — Capital contribution from parent — — 12,647 — (12,647 ) — Return of capital to parent — (27,195 ) (47,399 ) — 74,594 — Intercompany dividends paid — — (64,673 ) — 64,673 — Net cash provided by (used in) financing activities (19,100 ) (57,230 ) (99,425 ) 17 126,620 (49,118 ) Net increase (decrease) in cash and cash equivalents 133 (124 ) 906 (1,322 ) — (407 ) Cash and cash equivalents at beginning of period 297 153 104,690 3,354 — 108,494 Cash and cash equivalents at end of period $ 430 $ 29 $ 105,596 $ 2,032 $ — $ 108,087 ANCESTRY.COM LLC CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (continued) (in thousands) Six Months Ended June 30, 2014 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Net cash provided by (used in) operating activities $ 18,239 $ 48,699 $ 111,345 $ (3,854 ) $ (99,586 ) $ 74,843 Investing activities: Capitalization of content databases — — (19,519 ) — — (19,519 ) Purchases of property and equipment — — (12,946 ) (32 ) — (12,978 ) Issuance of related party note receivable — — — — — — Investment in subsidiaries — (12,839 ) — — 12,839 — Return of capital from subsidiaries — — 17,560 — (17,560 ) — Net cash used in investing activities — (12,839 ) (14,905 ) (32 ) (4,721 ) (32,497 ) Financing activities: Member’s capital contributions 26 — — — — 26 Principal payments on debt — (18,785 ) — — — (18,785 ) Excess tax benefits from stock-based compensation — — 954 — — 954 Return-of-capital distribution (18,430 ) — — — — (18,430 ) Payment of contingent consideration — — (1,200 ) — — (1,200 ) Capital contribution from parent — — 12,839 — (12,839 ) — Return of capital to parent — (17,560 ) — — 17,560 — Intercompany dividends paid — — (84,262 ) (15,324 ) 99,586 — Net cash used in financing activities (18,404 ) (36,345 ) (71,669 ) (15,324 ) 104,307 (37,435 ) Net increase (decrease) in cash and cash equivalents (165 ) (485 ) 24,771 (19,210 ) — 4,911 Cash and cash equivalents at beginning of period 338 562 60,362 25,292 — 86,554 Cash and cash equivalents at end of period $ 173 $ 77 $ 85,133 $ 6,082 $ — $ 91,465 |