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 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) March 31, 2016 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Elimination Total ASSETS Current assets: Cash and cash equivalents $ 93 $ — $ 174,284 $ 2,399 $ — $ 176,776 Accounts receivable, net of allowances — — 13,743 115 — 13,858 Prepaid expenses — 41 10,319 149 — 10,509 Other current assets — — 5,419 152 — 5,571 Intercompany receivables 30 — 60 1,250 (1,340 ) — Total current assets 123 41 203,825 4,065 (1,340 ) 206,714 Property and equipment, net — — 71,016 335 — 71,351 Content databases, net — — 277,693 689 — 278,382 Intangible assets, net — — 143,027 — — 143,027 Goodwill — — 947,613 670 — 948,283 Investment in subsidiary 295,776 1,216,734 211,055 142 (1,723,707 ) — Other assets — 1,439 12,424 278 — 14,141 Total assets $ 295,899 $ 1,218,214 $ 1,866,653 $ 6,179 $ (1,725,047 ) $ 1,661,898 LIABILITIES AND MEMBER’S INTERESTS Current liabilities: Accounts payable $ — $ — $ 15,766 $ 93 $ — $ 15,859 Accrued expenses — 9,600 42,784 1,347 — 53,731 Deferred revenues — — 187,818 56 — 187,874 Current portion of long-term debt, net — 7,095 — — — 7,095 Intercompany payables — — 1,261 79 (1,340 ) — Total current liabilities — 16,695 247,629 1,575 (1,340 ) 264,559 Long-term debt, net — 988,656 — — — 988,656 Deferred income taxes — — 51,363 — — 51,363 Other long-term liabilities — — 62,695 123 — 62,818 Total liabilities — 1,005,351 361,687 1,698 (1,340 ) 1,367,396 Total member’s interests 295,899 212,863 1,504,966 4,481 (1,723,707 ) 294,502 Total liabilities and member’s interests $ 295,899 $ 1,218,214 $ 1,866,653 $ 6,179 $ (1,725,047 ) $ 1,661,898 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 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 STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Three Months Ended March 31, 2016 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Total revenues $ — $ — $ 196,193 $ 3,213 $ (2,896 ) $ 196,510 Total cost of revenues — — 54,329 327 (2,896 ) 51,760 Gross profit — — 141,864 2,886 — 144,750 Operating expenses: Technology and development — — 25,648 356 — 26,004 Marketing and advertising — — 49,892 1,908 — 51,800 General and administrative — 72 14,861 417 — 15,350 Amortization of intangible assets — — 18,590 — — 18,590 Total operating expenses — 72 108,991 2,681 — 111,744 Income (loss) from operations — (72 ) 32,873 205 — 33,006 Interest (expense) income, net — (20,319 ) 238 — — (20,081 ) Other expense, net — — (165 ) (4 ) — (169 ) Income (loss) before income taxes — (20,391 ) 32,946 201 — 12,756 Income tax (expense) benefit — 7,506 (7,851 ) (43 ) — (388 ) Income (loss) before income from subsidiaries — (12,885 ) 25,095 158 — 12,368 Income from subsidiaries 12,368 13,344 617 — (26,329 ) — Net income $ 12,368 $ 459 $ 25,712 $ 158 $ (26,329 ) $ 12,368 Comprehensive income $ 12,368 $ 459 $ 25,712 $ 158 $ (26,329 ) $ 12,368 Three Months Ended March 31, 2015 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Total revenues $ — $ — $ 164,163 $ 3,717 $ (3,283 ) $ 164,597 Total cost of revenues — — 42,779 465 (3,283 ) 39,961 Gross profit — — 121,384 3,252 — 124,636 Operating expenses: Technology and development — — 23,021 422 — 23,443 Marketing and advertising — — 41,285 1,892 — 43,177 General and administrative — 373 10,404 678 — 11,455 Amortization of intangible assets — — 27,463 — — 27,463 Total operating expenses — 373 102,173 2,992 — 105,538 Income (loss) from operations — (373 ) 19,211 260 — 19,098 Interest (expense) income, net — (17,334 ) 126 — — (17,208 ) Other expense, net — — (253 ) (10 ) — (263 ) Income (loss) before income taxes — (17,707 ) 19,084 250 — 1,627 Income tax (expense) benefit — 6,463 (5,244 ) (52 ) — 1,167 Income (loss) before income (loss) from subsidiaries — (11,244 ) 13,840 198 — 2,794 Income (loss) from subsidiaries 2,794 (1,667 ) (12,713 ) — 11,586 — Net income (loss) $ 2,794 $ (12,911 ) $ 1,127 $ 198 $ 11,586 $ 2,794 Comprehensive income (loss) $ 2,794 $ (12,911 ) $ 1,127 $ 198 $ 11,586 $ 2,794 ANCESTRY.COM LLC CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Three Months Ended March 31, 2016 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Net cash provided by (used in) operating activities $ (9 ) $ 21,117 $ 67,284 $ 39 $ (24,859 ) $ 63,572 Investing activities: Capitalization of content databases — — (6,220 ) — — (6,220 ) Purchases of property and equipment — — (5,850 ) — — (5,850 ) Issuance of related-party note receivable — — — — — — Investment in subsidiaries — (9,656 ) (2,250 ) — 11,906 — Return-of-capital from subsidiaries 1,045 1,118 12,891 — (15,054 ) — Net cash (used in) provided by investing activities 1,045 (8,538 ) (1,429 ) — (3,148 ) (12,070 ) Financing activities: Principal payments on debt — (1,838 ) — — — (1,838 ) Capital contribution from parent — 2,150 9,656 100 (11,906 ) — Return-of-capital to parent (1,045 ) (12,891 ) (2,163 ) — 15,054 (1,045 ) Intercompany dividends paid — — (24,859 ) — 24,859 — Net cash (used in) provided by financing activities (1,045 ) (12,579 ) (17,366 ) 100 28,007 (2,883 ) Net increase (decrease) in cash and cash equivalents (9 ) — 48,489 139 — 48,619 Cash and cash equivalents at beginning of period 102 — 125,795 2,260 — 128,157 Cash and cash equivalents at end of period $ 93 $ — $ 174,284 $ 2,399 $ — $ 176,776 ANCESTRY.COM LLC CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (continued) (in thousands) Three Months Ended March 31, 2015 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Net cash provided by (used in) operating activities $ 19,195 $ 39,020 $ 56,913 $ (891 ) $ (64,673 ) $ 49,564 Investing activities: Capitalization of content databases — — (7,400 ) — — (7,400 ) Purchases of property and equipment — — (4,133 ) (19 ) — (4,152 ) Issuance of related-party note receivable — — (10,000 ) — — (10,000 ) Investment in subsidiaries — (6,463 ) — (20 ) 6,483 — Return-of-capital from subsidiaries — 17,019 27,195 — (44,214 ) — Net cash (used in) provided by investing activities — 10,556 5,662 (39 ) (37,731 ) (21,552 ) Financing activities: Principal payments on debt — (22,518 ) — — — (22,518 ) Capital contribution from parent — — 6,483 — (6,483 ) — Return-of-capital to parent (400 ) (27,195 ) (17,019 ) — 44,214 (400 ) Intercompany dividends paid — — (64,673 ) — 64,673 — Net cash used in financing activities (400 ) (49,713 ) (75,209 ) — 102,404 (22,918 ) Net increase (decrease) in cash and cash equivalents 18,795 (137 ) (12,634 ) (930 ) — 5,094 Cash and cash equivalents at beginning of period 297 153 104,690 3,354 — 108,494 Cash and cash equivalents at end of period $ 19,092 $ 16 $ 92,056 $ 2,424 $ — $ 113,588 |