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 (Loss) Income 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 Consolidating 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 Consolidating 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 Consolidating Financial Statements, income tax (expense) benefit has been allocated based on each such domestic subsidiary’s relative pre-tax income (loss) to the consolidated pre-tax 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. These reclassifications did not have a significant impact on the Condensed Consolidating Financial Statements. ANCESTRY.COM LLC CONDENSED CONSOLIDATING BALANCE SHEETS (in thousands) June 30, 2016 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Elimination Total ASSETS Current assets: Cash and cash equivalents $ 13 $ — $ 116,054 $ 2,834 $ — $ 118,901 Accounts receivable, net of allowances — — 14,450 123 — 14,573 Prepaid expenses — 26 9,761 129 — 9,916 Other current assets — — 14,842 200 — 15,042 Intercompany receivables 126 — 78 1,113 (1,317 ) — Total current assets 139 26 155,185 4,399 (1,317 ) 158,432 Property and equipment, net — — 85,413 294 — 85,707 Content databases, net — — 274,270 664 — 274,934 Intangible assets, net — — 132,043 — — 132,043 Goodwill — — 958,729 670 — 959,399 Investment in subsidiary 258,724 1,193,426 195,854 150 (1,648,154 ) — Other assets — 688 13,413 250 — 14,351 Total assets $ 258,863 $ 1,194,140 $ 1,814,907 $ 6,427 $ (1,649,471 ) $ 1,624,866 LIABILITIES AND MEMBER’S INTERESTS Current liabilities: Accounts payable $ — $ — $ 13,847 $ 93 $ — $ 13,940 Accrued expenses 6 1,392 50,274 1,519 — 53,191 Deferred revenues — — 193,363 31 — 193,394 Current portion of long-term debt, net — 7,103 — — — 7,103 Intercompany payables — — 1,169 148 (1,317 ) — Total current liabilities 6 8,495 258,653 1,791 (1,317 ) 267,628 Long-term debt, net — 988,077 — — — 988,077 Financing obligation — — 45,661 — — 45,661 Deferred income taxes — — 39,777 — — 39,777 Other long-term liabilities — — 26,159 104 — 26,263 Total liabilities 6 996,572 370,250 1,895 (1,317 ) 1,367,406 Total member’s interests 258,857 197,568 1,444,657 4,532 (1,648,154 ) 257,460 Total liabilities and member’s interests $ 258,863 $ 1,194,140 $ 1,814,907 $ 6,427 $ (1,649,471 ) $ 1,624,866 ANCESTRY.COM LLC CONDENSED CONSOLIDATING BALANCE SHEETS (continued) (in thousands) December 31, 2015 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Elimination Total ASSETS Current assets: Cash and cash equivalents $ 102 $ — $ 125,795 $ 2,260 $ — $ 128,157 Accounts receivable, net of allowances — — 13,363 261 — 13,624 Prepaid expenses — 64 12,019 145 — 12,228 Other current assets — — 8,565 135 — 8,700 Intercompany receivables 57 — 135 1,188 (1,380 ) — Total current assets 159 64 159,877 3,989 (1,380 ) 162,709 Property and equipment, net — — 54,415 380 — 54,795 Content databases, net — — 281,566 715 — 282,281 Intangible assets, net — — 159,736 — — 159,736 Goodwill — — 947,613 670 — 948,283 Investment in subsidiary 282,222 1,209,851 211,201 126 (1,703,400 ) — Other assets — 1,090 12,583 283 — 13,956 Total assets $ 282,381 $ 1,211,005 $ 1,826,991 $ 6,163 $ (1,704,780 ) $ 1,621,760 LIABILITIES AND MEMBER’S INTERESTS Current liabilities: Accounts payable $ — $ — $ 12,649 $ 471 $ — $ 13,120 Accrued expenses — 1,377 50,272 1,222 — 52,871 Deferred revenues — — 171,797 25 — 171,822 Current portion of long-term debt, net — 7,087 — — — 7,087 Intercompany payables 66 — 1,205 109 (1,380 ) — Total current liabilities 66 8,464 235,923 1,827 (1,380 ) 244,900 Long-term debt, net — 989,256 — — — 989,256 Financing obligation — — 22,900 — — 22,900 Deferred income taxes — — 59,809 — — 59,809 Other long-term liabilities — — 23,848 129 — 23,977 Total liabilities 66 997,720 342,480 1,956 (1,380 ) 1,340,842 Total member’s interests 282,315 213,285 1,484,511 4,207 (1,703,400 ) 280,918 Total liabilities and member’s interests $ 282,381 $ 1,211,005 $ 1,826,991 $ 6,163 $ (1,704,780 ) $ 1,621,760 ANCESTRY.COM LLC CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (in thousands) Three Months Ended June 30, 2016 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Total revenues $ — $ — $ 211,139 $ 3,487 $ (3,202 ) $ 211,424 Total costs of revenues — — 58,733 332 (3,202 ) 55,863 Gross profit — — 152,406 3,155 — 155,561 Operating expenses: Technology and development — — 27,348 295 — 27,643 Marketing and advertising — — 53,087 2,346 — 55,433 General and administrative 6 30 19,060 437 — 19,533 Amortization of intangible assets — — 18,052 — — 18,052 Transaction-related expenses — — 30,859 15 — 30,874 Total operating expenses 6 30 148,406 3,093 — 151,535 Income (loss) from operations (6 ) (30 ) 4,000 62 — 4,026 Interest expense, net — (19,639 ) (92 ) — — (19,731 ) Other (expense) income, net — — (289 ) 10 — (279 ) (Loss) income before income taxes (6 ) (19,669 ) 3,619 72 — (15,984 ) Income tax benefit (expense) — 7,240 (1,692 ) (28 ) — 5,520 (Loss) income before loss from subsidiaries (6 ) (12,429 ) 1,927 44 — (10,464 ) Loss from subsidiaries (10,458 ) (9,592 ) (21,935 ) — 41,985 — Net (loss) income $ (10,464 ) $ (22,021 ) $ (20,008 ) $ 44 $ 41,985 $ (10,464 ) Comprehensive (loss) income $ (10,464 ) $ (22,021 ) $ (20,008 ) $ 44 $ 41,985 $ (10,464 ) 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 costs 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 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 (expense) income, 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) income 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 ANCESTRY.COM LLC CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (continued) (in thousands) Six Months Ended June 30, 2016 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Total revenues $ — $ — $ 407,332 $ 6,700 $ (6,098 ) $ 407,934 Total costs of revenues — — 113,062 659 (6,098 ) 107,623 Gross profit — — 294,270 6,041 — 300,311 Operating expenses: Technology and development — — 52,996 651 — 53,647 Marketing and advertising — — 102,979 4,254 — 107,233 General and administrative 6 102 32,489 854 — 33,451 Amortization of intangible assets — — 36,642 — — 36,642 Transaction-related expenses — — 32,291 15 — 32,306 Total operating expenses 6 102 257,397 5,774 — 263,279 Income (loss) from operations (6 ) (102 ) 36,873 267 — 37,032 Interest (expense) income, net — (39,958 ) 146 — — (39,812 ) Other (expense) income, net — — (454 ) 6 — (448 ) (Loss) income before income taxes (6 ) (40,060 ) 36,565 273 — (3,228 ) Income tax benefit (expense) — 14,746 (9,543 ) (71 ) — 5,132 Income (loss) before income (loss) from subsidiaries (6 ) (25,314 ) 27,022 202 — 1,904 Income (loss) from subsidiaries 1,910 3,752 (21,318 ) — 15,656 — Net income (loss) $ 1,904 $ (21,562 ) $ 5,704 $ 202 $ 15,656 $ 1,904 Comprehensive income (loss) $ 1,904 $ (21,562 ) $ 5,704 $ 202 $ 15,656 $ 1,904 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 costs 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 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 (expense) income, net — (34,095 ) 265 — — (33,830 ) Other (expense) income, 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 income (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 ANCESTRY.COM LLC CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Six Months Ended June 30, 2016 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Net cash provided by operating activities $ 36,945 $ 19,709 $ 93,450 $ 419 $ (78,980 ) $ 71,543 Investing activities: Capitalization of content databases — — (11,889 ) — — (11,889 ) Purchases of property, equipment and software — — (20,772 ) (3 ) — (20,775 ) Acquisition of business, net of cash acquired — — (15,576 ) — — (15,576 ) Investment in subsidiaries — (16,899 ) (2,251 ) — 19,150 — Return-of-capital from subsidiaries 2,467 24,027 25,312 — (51,806 ) — Net cash (used in) provided by investing activities 2,467 7,128 (25,176 ) (3 ) (32,656 ) (48,240 ) Financing activities: Excess tax benefits from stock-based compensation — — 10,560 58 — 10,618 Principal payments on debt — (3,676 ) — — — (3,676 ) Capital contribution from parent — 2,151 16,899 100 (19,150 ) — Return-of-capital to parent (39,501 ) (25,312 ) (26,494 ) — 51,806 (39,501 ) Intercompany dividends paid — — (78,980 ) — 78,980 — Net cash (used in) provided by financing activities (39,501 ) (26,837 ) (78,015 ) 158 111,636 (32,559 ) Net (decrease) increase in cash and cash equivalents (89 ) — (9,741 ) 574 — (9,256 ) Cash and cash equivalents at beginning of period 102 — 125,795 2,260 — 128,157 Cash and cash equivalents at end of period $ 13 $ — $ 116,054 $ 2,834 $ — $ 118,901 ANCESTRY.COM LLC CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (continued) (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, equipment and software — — (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 (used in) provided by investing activities — 34,797 (5,771 ) (63 ) (61,947 ) (32,984 ) Financing activities: Excess tax benefits from stock-based compensation — — — 17 — 17 Principal payments on debt — (30,035 ) — — — (30,035 ) Capital contribution from parent — — 12,647 — (12,647 ) — Return-of-capital to parent (19,100 ) (27,195 ) (47,399 ) — 74,594 (19,100 ) Intercompany dividends paid — — (64,673 ) — 64,673 — Net cash (used in) provided by financing activities (19,100 ) (57,230 ) (99,425 ) 17 126,620 (49,118 ) Net (decrease) increase 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 |