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, specifically, that the guarantee of a Guarantor Subsidiary by its terms shall be automatically and unconditionally released and discharged upon: (1) (a) any sale, exchange or transfer (by merger or otherwise) of (i) the equity capital of such Guarantor Subsidiary, after which the applicable Guarantor Subsidiary is no longer a restricted subsidiary of the Company, or (ii) all or substantially all the assets of such Guarantor Subsidiary; provided that such sale, exchange or transfer of equity capital or assets is made in compliance with the applicable provisions of the Indenture; (b) the release or discharge of the guarantee by such Guarantor Subsidiary of the indebtedness (other than a release or discharge by, or as a result of, payment under such other guarantee) or the repayment of the indebtedness, in each case, which resulted in the obligations to guarantee the Notes; (c) the proper designation of any restricted subsidiary that is a Guarantor Subsidiary as an Unrestricted Subsidiary as defined in the Indenture; or (d) the Issuer exercising legal defeasance under the Indenture or the Issuer’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; and (2) the Company delivering to the trustee under the Indenture an officer’s certificate and an opinion of counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with. The Company is the indirect parent company of the Issuer and also guarantees the Notes. The Indenture does not provide for the automatic release of the Company’s guarantee of the Notes, and the Company is subject to the restrictive covenants under the Indenture, including the restrictions on a merger or sale or substantially all of the assets of the Company. See Note 8 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 Operations, 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 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 and ASU 2015-17 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 and ASU 2015-17 on the Company’s Consolidated Balance Sheets as of December 31, 2014 . The reclassification of deferred financing costs is applicable only to the Issuer entity and the reclassification of the current deferred income taxes is applicable only to the Guarantor entities. ANCESTRY.COM LLC CONDENSED CONSOLIDATING BALANCE SHEETS (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 Restricted cash — — 2,412 — — 2,412 Accounts receivable, net of allowances — — 13,363 261 — 13,624 Prepaid expenses — 64 12,019 145 — 12,228 Other current assets — — 6,153 135 — 6,288 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 47,860 1,222 — 50,459 Acquisition-related liabilities — — 2,412 — — 2,412 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 Deferred income taxes — — 59,809 — — 59,809 Other long-term liabilities — — 46,748 129 — 46,877 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 BALANCE SHEETS (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 Prepaid expenses — — 9,668 162 — 9,830 Other current assets — — 1,623 190 — 1,813 Intercompany receivables 46 — 2,895 811 (3,752 ) — Total current assets 343 45,433 129,372 9,068 (3,752 ) 180,464 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 $ 2,090,421 $ 11,448 $ (2,202,101 ) $ 1,720,897 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 — — 110,220 (36 ) — 110,184 Other long-term liabilities — — 16,406 — — 16,406 Total liabilities — 898,331 322,999 7,592 (3,752 ) 1,225,170 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 $ 2,090,421 $ 11,448 $ (2,202,101 ) $ 1,720,897 ANCESTRY.COM LLC CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (in thousands) Year Ended December 31, 2015 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Total revenues $ — $ — $ 681,709 $ 13,751 $ (12,355 ) $ 683,105 Total cost of revenues — — 174,735 1,339 (12,355 ) 163,719 Gross profit — — 506,974 12,412 — 519,386 Operating expenses: Technology and development — — 95,483 1,622 — 97,105 Marketing and advertising — — 163,060 8,034 — 171,094 General and administrative — 522 51,687 2,218 — 54,427 Amortization of acquired intangible assets — — 109,318 — — 109,318 Total operating expenses — 522 419,548 11,874 — 431,944 Income (loss) from operations — (522 ) 87,426 538 — 87,442 Interest income (expense), net — (81,598 ) 542 — — (81,056 ) Other expense, net — — (305 ) (29 ) — (334 ) Income (loss) before income taxes — (82,120 ) 87,663 509 — 6,052 Income tax benefit (expense) — 30,081 (6,576 ) (139 ) — 23,366 Income (loss) before loss from subsidiaries — (52,039 ) 81,087 370 — 29,418 Income (loss) from subsidiaries 29,418 23,619 (27,961 ) — (25,076 ) — Net income (loss) $ 29,418 $ (28,420 ) $ 53,126 $ 370 $ (25,076 ) $ 29,418 ANCESTRY.COM LLC CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (in thousands) Year Ended December 31, 2014 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Total revenues $ — $ — $ 617,633 $ 19,486 $ (17,575 ) $ 619,544 Total cost of revenues — — 153,575 3,553 (17,575 ) 139,553 Gross profit — — 464,058 15,933 — 479,991 Operating expenses: Technology and development — — 92,318 1,903 — 94,221 Marketing and advertising — — 158,359 10,177 — 168,536 General and administrative — 5,628 52,542 2,801 — 60,971 Amortization of acquired intangible assets — — 147,681 — — 147,681 Total operating expenses — 5,628 450,900 14,881 — 471,409 Income (loss) from operations — (5,628 ) 13,158 1,052 — 8,582 Interest income (expense), net — (69,579 ) (105 ) 4 — (69,680 ) Other expense, net — (8 ) (150 ) (210 ) — (368 ) Income (loss) before income taxes — (75,215 ) 12,903 846 — (61,466 ) Income tax benefit (expense) — 25,446 17,465 (173 ) — 42,738 Income (loss) before loss from subsidiaries — (49,769 ) 30,368 673 — (18,728 ) Loss from subsidiaries (18,728 ) (30,874 ) (79,970 ) — 129,572 — Net income (loss) $ (18,728 ) $ (80,643 ) $ (49,602 ) $ 673 $ 129,572 $ (18,728 ) ANCESTRY.COM LLC CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (in thousands) Year Ended December 31, 2013 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Total revenues $ — $ — $ 537,910 $ 22,006 $ (19,525 ) $ 540,391 Total cost of revenues — — 131,132 3,835 (19,525 ) 115,442 Gross profit — — 406,778 18,171 — 424,949 Operating expenses: Technology and development — — 83,957 1,766 — 85,723 Marketing and advertising — — 131,585 13,518 — 145,103 General and administrative — 500 52,531 2,660 — 55,691 Amortization of acquired intangible assets — — 185,193 — — 185,193 Total operating expenses — 500 453,266 17,944 — 471,710 Income (loss) from operations — (500 ) (46,488 ) 227 — (46,761 ) Interest income (expense), net — (97,829 ) (512 ) 504 — (97,837 ) Other expense, net — — (474 ) (181 ) — (655 ) Income (loss) before income taxes — (98,329 ) (47,474 ) 550 — (145,253 ) Income tax benefit (expense) — 35,890 29,798 (135 ) — 65,553 Income (loss) before loss from subsidiaries — (62,439 ) (17,676 ) 415 — (79,700 ) Loss from subsidiaries (79,700 ) (71,902 ) (134,242 ) (331 ) 286,175 — Net income (loss) $ (79,700 ) $ (134,341 ) $ (151,918 ) $ 84 $ 286,175 $ (79,700 ) ANCESTRY.COM LLC CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended December 31, 2015 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Net income (loss) $ 29,418 $ (28,420 ) $ 53,126 $ 370 $ (25,076 ) $ 29,418 Other comprehensive income (loss) — — — — — — Total comprehensive income (loss) $ 29,418 $ (28,420 ) $ 53,126 $ 370 $ (25,076 ) $ 29,418 Year Ended December 31, 2014 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Net income (loss) $ (18,728 ) $ (80,643 ) $ (49,602 ) $ 673 $ 129,572 $ (18,728 ) Other comprehensive income (loss) — — — — — — Total comprehensive income (loss) $ (18,728 ) $ (80,643 ) $ (49,602 ) $ 673 $ 129,572 $ (18,728 ) Year Ended December 31, 2013 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Net income (loss) $ (79,700 ) $ (134,341 ) $ (151,918 ) $ 84 $ 286,175 $ (79,700 ) Other comprehensive income (loss) — — — — — — Total comprehensive income (loss) $ (79,700 ) $ (134,341 ) $ (151,918 ) $ 84 $ 286,175 $ (79,700 ) ANCESTRY.COM LLC CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2015 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Net cash provided by (used in) operating activities $ 129,619 $ 47,087 $ 240,719 $ (1,072 ) $ (216,736 ) $ 199,617 Investing activities: Capitalization of content databases — — (32,514 ) — — (32,514 ) Purchases of property and equipment — — (15,083 ) (34 ) — (15,117 ) Issuance of related-party note receivable — — (10,000 ) — — (10,000 ) Investment in subsidiaries (63 ) (32,072 ) — (78 ) 32,213 — Return of capital from subsidiaries 124,650 72,720 219,939 — (417,309 ) — Net cash provided by (used in) investing activities 124,587 40,648 162,342 (112 ) (385,096 ) (57,631 ) Financing activities: Excess tax benefits from stock-based compensation — — — 27 — 27 Proceeds from credit facilities — 727,650 — — — 727,650 Principal payments on debt — (586,370 ) — — — (586,370 ) Payment of debt-offering costs — (9,229 ) — — — (9,229 ) Return-of-capital distributions (254,401 ) — — — — (254,401 ) Capital contribution from parent — — 32,150 63 (32,213 ) — Return of capital to parent — (219,939 ) (197,370 ) — 417,309 — Intercompany dividends paid — — (216,736 ) — 216,736 — Net cash provided by (used in) financing activities (254,401 ) (87,888 ) (381,956 ) 90 601,832 (122,323 ) Net increase (decrease) in cash and cash equivalents (195 ) (153 ) 21,105 (1,094 ) — 19,663 Cash and cash equivalents at beginning of period 297 153 104,690 3,354 — 108,494 Cash and cash equivalents at end of period $ 102 $ — $ 125,795 $ 2,260 $ — $ 128,157 ANCESTRY.COM LLC CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (continued) (in thousands) Year Ended December 31, 2014 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Net cash provided by (used in) operating activities $ 37,543 $ 129,471 $ 211,511 $ (4,208 ) $ (218,997 ) $ 155,320 Investing activities: Capitalization of content databases — — (37,566 ) — — (37,566 ) Purchases of property and equipment — — (21,547 ) (274 ) — (21,821 ) Issuance of related-party note receivable — — — — — — Investment in subsidiaries — (25,448 ) (60 ) (48 ) 25,556 — Return of capital from subsidiaries — — 66,860 — (66,860 ) — Net cash provided by (used in) investing activities — (25,448 ) 7,687 (322 ) (41,304 ) (59,387 ) Financing activities: Member’s capital contributions 26 — — — — 26 Excess tax benefits from stock-based compensation — — 4,063 — — 4,063 Principal payments on debt — (37,572 ) — — — (37,572 ) Return-of-capital distributions (37,610 ) — — — — (37,610 ) Payment of contingent consideration — — (2,900 ) — — (2,900 ) Capital contribution from parent — — 25,496 60 (25,556 ) — Return of capital to parent — (66,860 ) — — 66,860 — Intercompany dividends paid — — (201,529 ) (17,468 ) 218,997 — Net cash used in financing activities (37,584 ) (104,432 ) (174,870 ) (17,408 ) 260,301 (73,993 ) Net increase (decrease) in cash and cash equivalents (41 ) (409 ) 44,328 (21,938 ) — 21,940 Cash and cash equivalents at beginning of period 338 562 60,362 25,292 — 86,554 Cash and cash equivalents at end of period $ 297 $ 153 $ 104,690 $ 3,354 $ — $ 108,494 ANCESTRY.COM LLC CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (continued) (in thousands) Year Ended December 31, 2013 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Net cash provided by (used in) operating activities $ 342 $ (25,037 ) $ 199,246 $ (3,916 ) $ (7,656 ) $ 162,979 Investing activities: Capitalization of content databases — — (22,164 ) (75 ) — (22,239 ) Purchases of property and equipment — — (26,597 ) (117 ) — (26,714 ) Issuance of related-party note receivable — — (9,000 ) — — (9,000 ) Collection of intercompany loans — — — 26,200 (26,200 ) Investment in subsidiaries (2,853 ) (42,227 ) (864 ) — 45,944 — Return of capital from subsidiaries — 144,832 20,734 — (165,566 ) — Net cash provided by (used in) investing activities (2,853 ) 102,605 (37,891 ) 26,008 (145,822 ) (57,953 ) Financing activities: Member’s capital contributions 2,557 — — — — 2,557 Excess tax benefits from stock-based compensation 292 — — — — 292 Proceeds from exercise of stock options — — 457 — — 457 Taxes paid related to net share settlement of stock-based awards — — (595 ) — — (595 ) Principal payments on debt — (47,896 ) — — — (47,896 ) Payment of deferred financing costs — (8,938 ) — — — (8,938 ) Repayment of intercompany loans payable — — (26,200 ) — 26,200 — Capital contribution from parent — 499 45,080 365 (45,944 ) — Return of capital to parent — (17,313 ) (144,832 ) (3,421 ) 165,566 — Intercompany dividends paid — (3,828 ) (3,828 ) — 7,656 — Net cash provided by (used) in financing activities 2,849 (77,476 ) (129,918 ) (3,056 ) 153,478 (54,123 ) Net increase in cash and cash equivalents 338 92 31,437 19,036 — 50,903 Cash and cash equivalents at beginning of period — 470 28,925 6,256 — 35,651 Cash and cash equivalents at end of period $ 338 $ 562 $ 60,362 $ 25,292 $ — $ 86,554 |