8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2010

ANCESTRY.COM INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34518	26-1235962
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

360 West 4800 North, Provo, UT	84604
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (801) 705-7000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. Results of Operations and Financial Condition.

On July 29, 2010, the Registrant announced via a press release its preliminary results of operations for its quarter ended June 30, 2010. A copy of the press release is attached as Exhibit 99.1 hereto. It also posted on its website management’s presentation of highlights for the quarter ended June 30, 2010, a copy of which is attached as Exhibit 99.2.

Both exhibits contain references to adjusted EBITDA and free cash flow, which are considered non-GAAP financial measures.

Management believes that adjusted EBITDA and free cash flow are useful measures of operating performance because they exclude items that we do not consider indicative of our core performance. In the case of adjusted EBITDA, we adjust net income for such things as interest, taxes, stock-based compensation and certain non-cash and non-recurring items. Free cash flow subtracts from adjusted EBITDA the capitalization of content database costs, capital expenditures and cash paid for income taxes and interest expense. However, these non-GAAP measures should be considered in addition to, not as a substitute for or superior to, net income and net cash provided by operating activities, or other financial measures prepared in accordance with GAAP. A reconciliation to the GAAP equivalents of these non-GAAP measures is contained in the press release and is also posted on the Registrant’s website.

Our management uses adjusted EBITDA and free cash flow as measures of operating performance; for planning purposes, including the preparation of our annual operating budget; to allocate resources to enhance the financial performance of our business; to evaluate the effectiveness of our business strategies; to provide consistency and comparability with past financial performance; to facilitate a comparison of our results with those of other companies; and in communications with our board of directors concerning our financial performance. We also use adjusted EBITDA and have used free cash flow as factors when determining management’s incentive compensation.

The information in this report shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

ITEM 9.01 Financial Statements and Exhibits.

(d)	Exhibit	Description
	99.1	Press release dated July 29, 2010 by the Registrant, reporting its preliminary results of operations for its quarter ended June 30, 2010 (furnished and not filed herewith as described in Item 2.02).
	99.2	Management presentation of highlights for the quarter ended June 30, 2010 (furnished and not filed herewith as described in Item 2.02).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ANCESTRY.COM INC. (Registrant)
Date: July 29, 2010	By:	/s/ William C. Stern
		William C. Stern
		General Counsel

INDEX OF EXHIBITS

Exhibit		Description
	99.1	Press release dated July 29, 2010 by the Registrant, reporting its preliminary results of operations for its quarter ended June 30, 2010 (furnished and not filed herewith as described in Item 2.02).
	99.2	Management presentation of highlights for the quarter ended June 30, 2010 (furnished and not filed herewith as described in Item 2.02).

EX-99.1

Exhibit 99.1

ANCESTRY.COM INC. REPORTS 2010 SECOND QUARTER

– Ancestry.com Subscriber Growth of 32% Year-Over-Year –
– Total Revenue Up 36% Year-Over-Year –
– Raises FY 2010 Outlook –

PROVO, Utah, July 29, 2010 – Ancestry.com Inc. (Nasdaq: ACOM), the world’s largest online family history resource, today reported financial results for the quarter ended June 30, 2010.

“Greater than anticipated subscriber additions drove impressive performance in the quarter and boosted our revenue and EBITDA expectations for the full year,” said Tim Sullivan, Chief Executive Officer of Ancestry.com. “It’s particularly noteworthy that retention rates and customer behavior trends are remaining consistent despite the rapid subscriber growth in the first half of 2010. As we move forward, we will continue our focus on building awareness of the family history category, improving the customer experience and adding important content collections to Ancestry.com.”

Ancestry.com Web Sites Highlights

• Subscribers totaled 1,311,000 as of June 30, 2010, a 32% increase over the end of Q2 2009 and an 8% increase over the end of Q1 2010.

• Gross Subscriber additions were 291,000 in Q2 2010, an 81% increase over Q2 2009 and a 4% increase over Q1 2010, driven by the continued success of marketing programs and the airing of Who Do You Think You Are? early in the quarter.

• Monthly Subscriber Churn¹ increased to 4.3% in Q2 2010, compared to 3.8% in Q2 2009 and 3.3% in Q1 2010, as expected, reflecting the large number of new monthly subscribers added in the first half of 2010.

• Subscriber acquisition cost² in Q2 2010 was $74.04, compared to $73.27 in Q2 2009 and $69.57 in Q1 2010.

• Average Monthly Revenue per Subscriber³ in Q2 2010 was $18.02, compared to $16.42 in Q2 2009 and $16.70 in Q1 2010.

Second Quarter 2010 Financial Highlights

• Total revenue for the second quarter of 2010 was $74.5 million, an increase of 36.4% over $54.6 million in the prior year period, driven by growth in our core Ancestry.com Web sites of 41.9%.

• Operating income for the second quarter of 2010 was $15.8 million, compared to $8.7 million in the prior year period.

• Adjusted EBITDA⁴ for the second quarter of 2010 was $25.3 million, compared to $18.4 million in the second quarter of 2009. Adjusted EBITDA margin for the second quarter of 2010 was 33.9%, compared to 33.8% in the second quarter of 2009.

1	Monthly churn is a measure representing the number of subscribers that cancel in the quarter divided by the sum of beginning subscribers and subscriber additions during the quarter. To arrive at monthly churn, the results are divided by three.
2	Subscriber acquisition cost is external marketing and advertising expense, divided by gross subscriber additions in the quarter.
3	Average monthly revenue per subscriber is total subscription revenues earned in the quarter from subscriptions to the Ancestry.com Web sites divided by the average number of subscribers in the quarter, divided by three. The average number of subscribers for the quarter is calculated by taking the average of the beginning and ending number of subscribers for the quarter.

• Net income was $8.5 million, or $0.18 per fully diluted share, for the second quarter of 2010 compared to $4.7 million, or $0.12 per fully diluted share, in the second quarter of 2009.

• Free cash flow⁵ totaled $14.4 million in the second quarter of 2010 compared to $6.7 million in the prior year period.

• Balance sheet As of June 30, 2010, cash, cash equivalents, and short-term investments were $134.0 million and total debt was $76.2 million.

Recent Business Highlights

• The Company closed the acquisition of Genline.se, the leading Swedish family history Web site. At closing, Genline had more than 17,000 paying members with access to 26 million pages of digitized Swedish church records spanning more than 400 years from the 17th to the 20th century.

• NBC announced its renewal of Who Do You Think You Are? for a second season, which is currently expected to air in the first quarter of 2011.

• Season 1 of Who Do You Think You Are? is currently expected to air in re-runs starting on August 13, 2010.

• The Company added several new important content collections, including US Land Ownership Atlases from 1860-1920 and the UK Waterloo Medal Roll from 1815.

Business Outlook

The Company’s financial and operating expectations for the third quarter and full year 2010 are as follows:

Third Quarter 2010

• Revenue in the range of $75.0 to $77.0 million

• Adjusted EBITDA in the range of $24.0 to $26.0 million

• Ending subscribers of approximately 1,345,000

Full Year 2010

• Revenue in the range of $290 to $295 million (increased from the previously expected range of $275 to $280 million)

• Adjusted EBITDA in the range of $93 to $97 million (increased from the previously expected range of $90 to $95 million)

• Ending subscribers in the range of 1,360,000 to 1,370,000 (increased from the previously expected range of 1,280,000 to 1,300,000)

4	Adjusted EBITDA is defined as net income (loss) plus net interest (income) expense; income tax expense; non-cash charges including depreciation, amortization, impairment of intangible assets and stock-based compensation expense; and other (income) expense.
5	Free cash flow subtracts from adjusted EBITDA capitalization of content database costs, capital expenditures and cash paid for income taxes and interest expense.

Conference Call & Webcast

Ancestry.com will host a conference call with analysts and investors today at 3:00 p.m. MT (5:00 p.m. ET). An accompanying slide presentation and a live webcast of the conference call will be available at the investor relations section of the Ancestry.com Web site, http://ir.ancestry.com/. Participants can also access the conference call by dialing 888-668-1643 (within the United States), or 913-312-6688 (international callers) approximately ten minutes prior to the start time.

A replay of the call will be available approximately two hours after the call has ended and will be available through Friday, August 6, 2010. To access the replay, dial 888-203-1112 (within the United States), or 719-457-0820 (international callers) and enter the replay passcode 7549001. The webcast replay will also be available for 12 months on the investor relations section of the Ancestry.com Web site, http://ir.ancestry.com/, under Events and Presentations.

Use of Non-GAAP Measures

Management believes that adjusted EBITDA and free cash flow are useful measures of operating performance because they exclude items that we do not consider indicative of our core performance. In the case of adjusted EBITDA, we adjust net income for such things as interest, taxes, stock-based compensation and certain non-cash and non-recurring items. Free cash flow subtracts from adjusted EBITDA the capitalization of content database costs, capital expenditures and cash paid for income taxes and interest expense. However, these non-GAAP measures should be considered in addition to, not as a substitute for or superior to, net income and net cash provided by operating activities, or other financial measures prepared in accordance with GAAP. A reconciliation to the GAAP equivalents of these non-GAAP measures is contained in tabular form on the attached unaudited financial statements.

Our management uses adjusted EBITDA and free cash flow as measures of operating performance; for planning purposes, including the preparation of our annual operating budget; to allocate resources to enhance the financial performance of our business; to evaluate the effectiveness of our business strategies; to provide consistency and comparability with past financial performance; to facilitate a comparison of our results with those of other companies; and in communications with our board of directors concerning our financial performance. We also use adjusted EBITDA and have used free cash flow as factors when determining management’s incentive compensation.

About Ancestry.com

Ancestry.com Inc. (Nasdaq: ACOM) is the world’s largest online family history resource, with more than one million paying subscribers. More than 5 billion records have been added to the site in the past 13 years. Ancestry users have created more than 18 million family trees containing over 1.8 billion profiles. Ancestry.com has local Web sites directed at nine countries, including its flagship Web site at www.ancestry.com.

Forward-looking Statements

This press release contains forward-looking statements. These statements relate to future events or to future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from those anticipated in these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “appears,” “may,” “designed,” “expect,” “intend,” “focus,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “should,” “continue” or “work” or the negative of these terms or other comparable terminology. These statements include statements describing our subscriber base, our activities to enhance subscribers’ experience, our business outlook and our opportunities and prospects for growth. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and that could materially affect actual results, levels of activity, performance, or achievements.

Factors that could materially affect actual results, levels of activity, performance or achievements, and our ability to execute on our business strategy include an inability to continue to add subscribers through our marketing programs or integrations or inability to add subscribers at a cost that would support or increase margins, increase in churn, inability to provide additional products or services to allow for increases in per subscriber revenues, inability to acquire attractive additional content and other “Risk Factors” described from time to time in our filings with the Securities and Exchange Commission.

We assume no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events, or otherwise.

Ancestry.com Inc.
Consolidated Balance Sheets
(in thousands)

	June 30,		December 31,
	2010		2009
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	103,417	$	66,941
Restricted cash		2,351		2,181
Short-term investments		30,535		33,331
Accounts receivable, net		4,925		5,860
Income tax receivable		473		2,017
Deferred income taxes		9,176		8,797
Prepaid expenses and other current assets		3,510		5,380
Total current assets		154,387		124,507
Property and equipment, net		17,454		19,430
Content database costs, net		51,130		49,650
Intangible assets, net		34,126		41,484
Goodwill		285,206		285,466
Other assets		2,142		2,811
Total assets	$	544,445	$	523,348
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	9,339	$	6,877
Accrued expenses		21,019		18,850
Escrow liability		1,883		1,763
Deferred revenues		88,799		69,711
Current portion of long-term debt		10,395		28,416
Total current liabilities		131,435		125,617
Long-term debt, less current portion		65,835		71,609
Deferred income taxes		27,859		30,117
Other long-term liabilities		1,115		1,115
Total liabilities		226,244		228,458
Commitments and contingencies
Stockholders’ equity:
Common stock		43		42
Additional paid-in capital		283,290		272,513
Accumulated other comprehensive income (loss)		7		(41	)
Retained earnings		34,861		22,376
Total stockholders’ equity		318,201		294,890
Total liabilities and stockholders’ equity	$	544,445	$	523,348

Ancestry.com Inc.
Consolidated Statements of Operations
(in thousands, except per share data)

	3 Months Ended						6 Months Ended
	June 30, 2010			June 30, 2009			June 30, 2010			June 30, 2009
	(unaudited)						(unaudited)
Revenues:
Subscription revenues	$	70,544		$	50,719		$	130,104		$	99,903
Product and other revenues		3,916			3,854			8,777			7,903
Total revenues		74,460			54,573			138,881			107,806
Costs of revenues:
Cost of subscription revenues		11,228			9,966			22,729			19,722
Cost of product and other revenues		1,280			1,310			2,774			2,824
Total cost of revenues		12,508			11,276			25,503			22,546
Gross profit		61,952			43,297			113,378			85,260
Operating expenses:
Technology and development		9,992			8,692			19,919			17,548
Marketing and advertising		24,490			15,065			46,936			29,986
General and administrative		8,032			6,777			15,774			14,340
Amortization of acquired intangible assets		3,679			4,055			7,358			8,113
Total operating expenses		46,193			34,589			89,987			69,987
Income from operations		15,759			8,708			23,391			15,273
Interest expense		(1,493	)		(1,515	)		(2,709	)		(3,356	)
Interest income		76			567			139			698
Other income (expense), net		(12	)		2			(3	)		10
Income before income taxes		14,330			7,762			20,818			12,625
Income tax expense		(5,807	)		(3,082	)		(8,333	)		(4,442	)
Net income	$	8,523		$	4,680		$	12,485		$	8,183
Net income per common share
Basic	$	0.20		$	0.12		$	0.29		$	0.21
Diluted	$	0.18		$	0.12		$	0.26		$	0.21
Weighted average common shares outstanding
Basic		42,764			38,287			42,612			38,257
Diluted		48,015			40,159			47,754			39,625
Reconciliation of adjusted EBITDA and free cash flow to net income:
Net Income	$	8,523		$	4,680		$	12,485		$	8,183
Interest expense, net		1,417			948			2,570			2,658
Income tax expense		5,807			3,082			8,333			4,442
Depreciation expense		2,740			2,687			5,604			5,330
Amortization expense		5,509			5,771			11,022			11,541
Stock-based compensation		1,262			1,277			2,266			2,803
Other income (expense), net		12			(2	)		3			(10	)
Adjusted EBITDA	$	25,270		$	18,443		$	42,283		$	34,947
Capitalization of content database costs		(2,349	)		(1,886	)		(5,141	)		(3,672	)
Purchase of property and equipment		(2,221	)		(3,546	)		(3,628	)		(6,151	)
Cash paid for interest		(476	)		(1,388	)		(1,477	)		(5,416	)
Cash paid for income taxes		(5,778	)		(4,919	)		(6,181	)		(4,956	)
Free cash flow	$	14,446		$	6,704		$	25,856		$	14,752

Ancestry.com Inc.
Other Data

	June 30, 2010			March 31, 2010			December 31, 2009			September 30, 2009			June 30, 2009			March 31, 2009
Total Subscribers		1,310,562			1,211,978			1,066,123			1,028,180			990,959			959,411
Subscriber additions		290,589			279,100			165,241			159,795			160,394			188,561
Monthly churn		4.3	%		3.3	%		3.6	%		3.6	%		3.8	%		4.3	%
Subscriber acquisition cost	$	74.04		$	69.57		$	85.21		$	70.55		$	73.27		$	62.23
Average monthly revenue per subscriber	$	18.02		$	16.70		$	16.67		$	16.48		$	16.42		$	16.46

For more information:
Investors:	Media:
Brainerd Communicators, Inc.	Brainerd Communicators, Inc.
Corey Kinger	Ray Yeung / Jo Anne Barrameda
(212) 986-6667	(212) 986-6667
investorrelations@ancestry.com	yeung@braincomm.com / barrameda@braincomm.com

EX-99.2

Exhibit 99.2

1 Second Quarter Highlights • July 2010 Our mission is to help everyone discover, preserve and share their family history.

2 This presentation contains forward-looking statements. These statements relate to future events or to future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from those anticipated. In some cases, you can identify forward-looking statements by the use of words such as "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "predict," "potential," or "continue" or the negative of these terms or other comparable terminology. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and that could materially affect actual results, levels of activity, performance, or achievements. Factors that could materially affect actual results, levels of activity, performance or achievements include those listed under the caption "Risk Factors" in our filings with the SEC.We assume no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events, or otherwise.This presentation also contains references to non-GAAP financial measures. A presentation of and reconciliation to the most directly comparable GAAP financial measure can be found at http://ir.ancestry.com/results.cfm. Safe Harbor Summary

Executing on Our Growth Strategy Provide our subscribers with the content they wantCensus recordsVital recordsBlockbuster record setsKeep making our product better and easier to useImproved search functionality Easier browse experienceBuild category awareness and a great Ancestry.com brandSuccessful marketing campaigns & TV advertisingWho Do You Think You Are?Do all of this globallyClosed the purchase of Genline.se, the leading Swedish family history website 3

$20.0M $22.0M Second Quarter 2010 Results 4 Q2 2010 GUIDANCE ACTUAL Revenue Adjusted EBITDA 1.280M $25.3M $70M $74.5M Subscribers 1.311M $72M Net Income* $8.5M *No guidance was given for Net Income

5 Paid Subscribers Consistent and Strong Subscriber Growth

6 Gross Subscriber Additions Continued benefit from Who Do You Think You Are?

7 Net Subscriber Additions Who Do You Think You Are? Subscribers are Sticking

Duration Mix - Total Subscriber Base 8 Monthlies are now 30% of the base. Up from 24% one year ago. 23% 25% 25% 24% 24% 30% 29% 63% 68% 70% 70% 70% 72% 61% 7% 6% 6% 5% 5% 5% 5%

Monthly Subscriber Churn 9 Note: Monthly churn is a measure representing the number of subscribers that cancel in the quarter divided by the sum of beginning subscribers and subscriber additions during the quarter, divided by three. As expected, the combination of an increase in new subscribers and a shift towards monthly packages lifts churn

Subscriber Acquisition Cost Within Range 10 Note: Subscriber acquisition cost is external marketing and advertising expense, divided by total subscriber additions in the quarter. SAC continues to be efficient despite much larger spend

Selected Financial Data 11 Q1 '09 Q2 '09 Q3 '09 Q4 '09 Q1 '10 Q2 '10 Revenuey/y change $ 53.2 13% $ 54.614% $ 57.0 14% $ 60.1 15% $ 64.421% $ 74.536% Gross Profitmargin 42.079% 43.379% 45.680% 47.879% 51.480% 62.083% Adj. EBITDAmargin 16.531% 18.434% 17.931% 18.731% 17.026% 25.334% Net Income 3.5 4.7 4.0 9.1 4.0 8.5 EPS(Fully diluted) $ 0.09 $ 0.12 $ 0.10 $ 0.20 $ 0.08 $ 0.18 Note: Adjusted EBITDA is a non-GAAP financial measure. A presentation of and reconciliation to the most directly comparable GAAP financial measure can be found at http://ir.ancestry.com/results.cfm. *In millions, except per share data

Business Outlook Business Outlook 12