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. ANCESTRY.COM LLC CONDENSED CONSOLIDATING BALANCE SHEETS (in thousands) September 30, 2015 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Elimination Total ASSETS Current assets: Cash and cash equivalents $ 19,383 $ 1,992 $ 90,343 $ 2,396 $ — $ 114,114 Restricted cash — — 3,230 — — 3,230 Accounts receivable, net of allowances — — 10,357 215 — 10,572 Current deferred income taxes — — 1,555 — — 1,555 Prepaid expenses and other current assets — 16 11,907 353 — 12,276 Intercompany receivables 53 — 180 938 (1,171 ) — Total current assets 19,436 2,008 117,572 3,902 (1,171 ) 141,747 Property and equipment, net — — 48,177 411 — 48,588 Content databases, net — — 283,137 740 — 283,877 Intangible assets, net — — 186,753 — — 186,753 Goodwill — — 947,613 670 — 948,283 Investment in subsidiary 267,372 1,224,467 218,384 110 (1,710,333 ) — Other assets — 1,129 12,703 221 — 14,053 Total assets $ 286,808 $ 1,227,604 $ 1,814,339 $ 6,054 $ (1,711,504 ) $ 1,623,301 LIABILITIES AND MEMBER’S INTERESTS Current liabilities: Accounts payable $ — $ — $ 11,784 $ 173 $ — $ 11,957 Accrued expenses — 10,121 43,933 1,480 — 55,534 Acquisition-related liabilities — — 3,230 — — 3,230 Deferred revenues — — 156,069 29 — 156,098 Current portion of long-term debt, net — 7,079 — — — 7,079 Intercompany payables 3 — 954 213 (1,170 ) — Total current liabilities 3 17,200 215,970 1,895 (1,170 ) 233,898 Long-term debt, net — 989,868 — — — 989,868 Deferred income taxes — — 73,916 (45 ) — 73,871 Other long-term liabilities — — 40,115 141 — 40,256 Total liabilities 3 1,007,068 330,001 1,991 (1,170 ) 1,337,893 Total member’s interests 286,805 220,536 1,484,338 4,063 (1,710,334 ) 285,408 Total liabilities and member’s interests $ 286,808 $ 1,227,604 $ 1,814,339 $ 6,054 $ (1,711,504 ) $ 1,623,301 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 September 30, 2015 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Total revenues $ — $ — $ 171,119 $ 3,182 $ (2,827 ) $ 171,474 Total cost of revenues — — 43,122 323 (2,827 ) 40,618 Gross profit — — 127,997 2,859 — 130,856 Operating expenses: Technology and development — — 24,017 392 — 24,409 Marketing and advertising — — 38,217 2,036 — 40,253 General and administrative — 55 13,647 478 — 14,180 Amortization of acquired intangible assets — — 27,374 — — 27,374 Total operating expenses — 55 103,255 2,906 — 106,216 Income (loss) from operations — (55 ) 24,742 (47 ) — 24,640 Interest income (expense), net — (28,495 ) 143 — — (28,352 ) Other expense, net — — (128 ) (28 ) — (156 ) Income (loss) before income taxes — (28,550 ) 24,757 (75 ) — (3,868 ) Income tax benefit (expense) — 10,421 (7,107 ) 4 — 3,318 Income (loss) before loss from subsidiaries — (18,129 ) 17,650 (71 ) — (550 ) Income (loss) from subsidiaries (550 ) 4,866 (13,334 ) — 9,018 — Net income (loss) $ (550 ) $ (13,263 ) $ 4,316 $ (71 ) $ 9,018 $ (550 ) Comprehensive income (loss) $ (550 ) $ (13,263 ) $ 4,316 $ (71 ) $ 9,018 $ (550 ) Three Months Ended September 30, 2014 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Total revenues $ — $ — $ 154,189 $ 4,749 $ (4,254 ) $ 154,684 Total cost of revenues — — 38,464 866 (4,254 ) 35,076 Gross profit — — 115,725 3,883 — 119,608 Operating expenses: Technology and development — — 23,142 601 — 23,743 Marketing and advertising — — 39,898 2,252 — 42,150 General and administrative — 30 12,193 704 — 12,927 Amortization of acquired intangible assets — — 36,993 — — 36,993 Total operating expenses — 30 112,226 3,557 — 115,813 Income (loss) from operations — (30 ) 3,499 326 — 3,795 Interest income (expense), net — (17,194 ) (39 ) 1 — (17,232 ) Other income (expense), net — — 16 (197 ) — (181 ) Income (loss) before income taxes — (17,224 ) 3,476 130 — (13,618 ) Income tax benefit (expense) — 5,501 6,948 (58 ) — 12,391 Income (loss) before loss from subsidiaries — (11,723 ) 10,424 72 — (1,227 ) Loss from subsidiaries (1,227 ) (4,824 ) (16,475 ) — 22,526 — Net income (loss) $ (1,227 ) $ (16,547 ) $ (6,051 ) $ 72 $ 22,526 $ (1,227 ) Comprehensive income (loss) $ (1,227 ) $ (16,547 ) $ (6,051 ) $ 72 $ 22,526 $ (1,227 ) ANCESTRY.COM LLC CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Nine Months Ended September 30, 2015 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Total revenues $ — $ — $ 504,389 $ 10,416 $ (9,310 ) $ 505,495 Total cost of revenues — — 128,302 1,053 (9,310 ) 120,045 Gross profit — — 376,087 9,363 — 385,450 Operating expenses: Technology and development — — 70,933 1,201 — 72,134 Marketing and advertising — — 118,566 6,067 — 124,633 General and administrative — 485 35,969 1,608 — 38,062 Amortization of acquired intangible assets — — 82,301 — — 82,301 Total operating expenses — 485 307,769 8,876 — 317,130 Income (loss) from operations — (485 ) 68,318 487 — 68,320 Interest income (expense), net — (62,590 ) 408 — — (62,182 ) Other expense, net — — (223 ) (6 ) — (229 ) Income (loss) before income taxes — (63,075 ) 68,503 481 — 5,909 Income tax benefit (expense) — 23,023 (12,899 ) (127 ) — 9,997 Income (loss) before loss from subsidiaries — (40,052 ) 55,604 354 — 15,906 Income (Loss) from subsidiaries 15,906 10,710 (28,988 ) — 2,372 — Net income (loss) $ 15,906 $ (29,342 ) $ 26,616 $ 354 $ 2,372 $ 15,906 Comprehensive income (loss) $ 15,906 $ (29,342 ) $ 26,616 $ 354 $ 2,372 $ 15,906 Nine Months Ended September 30, 2014 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Total revenues $ — $ — $ 462,895 $ 15,190 $ (13,703 ) $ 464,382 Total cost of revenues — — 115,303 2,667 (13,703 ) 104,267 Gross profit — — 347,592 12,523 — 360,115 Operating expenses: Technology and development — — 71,093 1,451 — 72,544 Marketing and advertising — — 120,194 8,147 — 128,341 General and administrative — 127 40,310 2,045 — 42,482 Amortization of acquired intangible assets — — 111,045 — — 111,045 Total operating expenses — 127 342,642 11,643 — 354,412 Income (loss) from operations — (127 ) 4,950 880 — 5,703 Interest income (expense), net — (52,265 ) (121 ) 4 — (52,382 ) Other income (expense), net — (8 ) 163 (11 ) — 144 Income (loss) before income taxes — (52,400 ) 4,992 873 — (46,535 ) Income tax benefit (expense) — 18,340 17,157 (175 ) — 35,322 Income (loss) before loss from subsidiaries — (34,060 ) 22,149 698 — (11,213 ) Loss from subsidiaries (11,213 ) (22,818 ) (56,180 ) — 90,211 — Net income (loss) $ (11,213 ) $ (56,878 ) $ (34,031 ) $ 698 $ 90,211 $ (11,213 ) Comprehensive income (loss) $ (11,213 ) $ (56,878 ) $ (34,031 ) $ 698 $ 90,211 $ (11,213 ) ANCESTRY.COM LLC CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Nine Months Ended September 30, 2015 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Net cash provided by (used in) operating activities $ 129,527 $ 34,470 $ 171,897 $ (904 ) $ (185,330 ) $ 149,660 Investing activities: Capitalization of content databases — — (24,615 ) — — (24,615 ) Purchases of property and equipment — — (9,933 ) (15 ) — (9,948 ) Issuance of related-party note receivable — — (10,000 ) — — (10,000 ) Investment in subsidiaries — (23,024 ) — (62 ) 23,086 — Return of capital from subsidiaries 123,666 64,938 209,152 — (397,756 ) — Net cash provided by (used in) investing activities 123,666 41,914 164,604 (77 ) (374,670 ) (44,563 ) Financing activities: Member's capital contributions — — — — — — Excess tax benefits from stock-based compensation — — — 23 — 23 Proceeds from credit facilities — 727,650 — — — 727,650 Principal payments on debt — (584,532 ) — — — (584,532 ) Payment of debt-offering costs — (8,511 ) — — — (8,511 ) Return-of-capital distributions (234,107 ) — — — — (234,107 ) Payment of contingent consideration — — — — — — Capital contribution from parent — — 23,086 — (23,086 ) — Return of capital to parent — (209,152 ) (188,604 ) — 397,756 — Intercompany dividends paid — — (185,330 ) — 185,330 — Net cash provided by (used in) financing activities (234,107 ) (74,545 ) (350,848 ) 23 560,000 (99,477 ) Net increase (decrease) in cash and cash equivalents 19,086 1,839 (14,347 ) (958 ) — 5,620 Cash and cash equivalents at beginning of period 297 153 104,690 3,354 — 108,494 Cash and cash equivalents at end of period $ 19,383 $ 1,992 $ 90,343 $ 2,396 $ — $ 114,114 ANCESTRY.COM LLC CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (continued) (in thousands) Nine Months Ended September 30, 2014 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Net cash provided by (used in) operating activities $ 37,327 $ 87,709 $ 151,068 $ (3,761 ) $ (158,976 ) $ 113,367 Investing activities: Capitalization of content databases — — (29,208 ) — — (29,208 ) Purchases of property and equipment — — (19,059 ) (50 ) — (19,109 ) Issuance of related-party note receivable — — — — — — Investment in subsidiaries — (18,340 ) (33 ) (33 ) 18,406 — Return of capital from subsidiaries — — 41,630 — (41,630 ) — Net cash used in investing activities — (18,340 ) (6,670 ) (83 ) (23,224 ) (48,317 ) Financing activities: Member’s capital contributions 26 — — — — 26 Excess tax benefits from stock-based compensation — — 4,063 — — 4,063 Proceeds from credit facilities — — — — — — Principal payments on debt — (28,178 ) — — — (28,178 ) Payment of debt-offering costs — — — — — — Return-of-capital distributions (18,430 ) — — — — (18,430 ) Payment of contingent consideration — — (2,900 ) — — (2,900 ) Capital contribution from parent — — 18,373 33 (18,406 ) — Return of capital to parent — (41,630 ) — — 41,630 — Intercompany dividends paid — — (143,652 ) (15,324 ) 158,976 — Net cash used in financing activities (18,404 ) (69,808 ) (124,116 ) (15,291 ) 182,200 (45,419 ) Net increase (decrease) in cash and cash equivalents 18,923 (439 ) 20,282 (19,135 ) — 19,631 Cash and cash equivalents at beginning of period 338 562 60,362 25,292 — 86,554 Cash and cash equivalents at end of period $ 19,261 $ 123 $ 80,644 $ 6,157 $ — $ 106,185 |