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): February 15, 2012 (February 15, 2012)

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, including 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 (see General Instruction A.2. below):

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

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

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

¨ 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 February 15, 2012, the Registrant announced via a press release its preliminary results of operations for its quarter and year ended December 31, 2011. 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 and year ended December 31, 2011, 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 databases, purchases of property and equipment and cash paid for income taxes and interest. 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 the incentive compensation pool.

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 February 15, 2011 by the Registrant, reporting its preliminary results of operations for the quarter and year ended December 31, 2011 (furnished and not filed herewith as described in Item 2.02).
	99.2	Management presentation of highlights for the quarter and year ended December 31, 2011 (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: February 15, 2012	By:	/s/ William C. Stern
		William C. Stern
		General Counsel

INDEX OF EXHIBITS

Exhibit	Description
99.1	Press release dated February 15, 2012 by the Registrant, reporting its preliminary results of operations for its quarter and year ended December 31, 2011 (furnished and not filed herewith as described in Item 2.02).
99.2	Management presentation of highlights for the quarter and year ended December 31, 2011 (furnished and not filed herewith as described in Item 2.02).

EX-99.1

Exhibit 99.1

ANCESTRY.COM INC. REPORTS 2011 FINANCIAL RESULTS

– Ancestry.com Subscriber Growth of 22% Year-Over-Year –

– 2011 Total Revenue $400 million, Up 33% Year-Over-Year –

PROVO, Utah, February 15, 2012 – Ancestry.com Inc. (Nasdaq: ACOM), the world’s largest online family history resource, today reported financial results for the quarter and full year ended December 31, 2011.

“Our fourth quarter represented a strong end to a very productive 2011 for Ancestry.com, a year in which we generated $400 million in revenues, $145 million in adjusted EBITDA and greater than 20% growth in our subscriber base,” said Tim Sullivan, Chief Executive Officer of Ancestry.com. “We believe we are making great strides on building out our product, and we are particularly excited about some of the innovations we expect to deliver in 2012 as we continue working to enrich the family history experience for our subscribers.”

Ancestry.com Web Sites Highlights

• Subscribers totaled 1,703,000 as of December 31, 2011, a 22% increase over the end of 2010 and up slightly from the third quarter of 2011.

• Gross subscriber additions were 220,000 in the fourth quarter of 2011, compared to 203,000 in the fourth quarter of 2010 and 274,000 in the third quarter of 2011.

• Monthly churn¹ was 3.8% in the fourth quarter of 2011, compared to 3.9% in the fourth quarter of 2010 and 4.2% in the third quarter of 2011.

• Subscriber acquisition cost² in the fourth quarter of 2011 was $107.88, compared to $96.87 in the fourth quarter of 2010 and $93.64 in the third quarter of 2011.

• Average monthly revenue per subscriber³ in the fourth quarter of 2011 was $18.38, compared to $17.78 in the fourth quarter of 2010 and $18.68 in the third quarter of 2011.

Fourth Quarter and Full Year 2011 Financial Highlights

• Total revenue for the fourth quarter of 2011 was $104.2 million, an increase of 26% over $82.7 million in the fourth quarter of 2010, driven by growth in our core Ancestry.com Web sites revenues of 27%. For the full year 2011, total revenue was $399.7 million, an increase of 32.8% over the full year 2010, with Ancestry.com Web site revenue growth of 34%.

• Operating income for the fourth quarter of 2011 was $27.6 million, compared to $17.9 million in the fourth quarter of 2010. For the full year 2011, operating income was $95.5 million compared to $60.6 million for the full year 2010.

• Adjusted EBITDA⁴ for the fourth quarter of 2011 was $40.7 million, compared to $29.7 million in the fourth quarter of 2010. Adjusted EBITDA margin for the fourth quarter of 2011 was 39.0%, compared to 35.9% in the fourth quarter of 2010. For the full year 2011, adjusted EBITDA was $144.8 million, compared to $101.0 million for the full year 2010. Adjusted EBITDA margin for the full year 2011 was 36.2%, up from 33.6% for the full year 2010.

¹  Monthly churn is a measure representing the number of subscribers to the Ancestry website 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 associated with the Ancestry website, divided by gross subscriber additions to the Ancestry website 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.

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 certain non-recurring (income) expense.

• Net income was $18.3 million, or $0.40 per fully diluted share, for the fourth quarter of 2011 compared to $12.6 million, or $0.25 per fully diluted share, in the fourth quarter of 2010. For the full year 2011, net income was $62.9 million, or $1.29 per fully diluted share, compared to $36.8 million, or $0.76 per fully diluted share, for the full year 2010.

• Free cash flow⁵ totaled $106.4 million for the full year 2011 compared to $60.4 million for the full year 2010.

• Cash and cash equivalents totaled $49.0 million as of December 31, 2011.

Recent Business Highlights

• Partnered with NBC for the third season of the Who Do You Think You Are? television series, which premiered on February 3, 2012.

• Added over 600 million records from more than 380 content collections during 2011. Collections of note include:

• World Memory Project, which includes information from four museum collections on more than 30,000 victims of the Holocaust and Nazi persecution (in partnership with the US Holocaust Memorial Museum)

• UK parish records for Warwickshire and Dorset

• 50 million U.S. vital records from over 20 states

• Australian Electoral Rolls with over 35 million records

• German Navy books from World War I

• UK Silver War Badge Records, 1914-1920

• 60 million U.S. World War II records including Young Men’s Draft Cards and Navy Muster Rolls

• 25 million Irish vital records including civil registration, baptism, marriage and burial records

• 1930 Mexico National Census, the most comprehensive Mexican census publically available

• Launched Ancestry.com’s first mobile app for Android devices, available for free, which allows users to view and edit existing family trees, build new family trees from scratch, and view historical records that have been attached on Ancestry.com – anytime, anywhere.

• Released the upgraded version of the Ancestry.com Mobile app for the iPhone, iPad and iPod touch. Available for free at the iTunes App Store, the updated app introduced hints to historical records and in-app purchasing, allowing non-Ancestry.com subscribers to view and purchase historical records. Ancestry.com Mobile apps were downloaded approximately 1.8 million times in 2011 and 2.7 million times since inception.

• Released Ancestry.com Family Tree Maker^® 2012 with TreeSync capabilities for PCs and Macs, which enables users to easily sync their desktop trees and their trees online at Ancestry.com to share with invited guests, engage with the broader community and continue their research.

• Beta launched the Ancestry.com Facebook application, which helps new users start building their family tree via connected family members on Facebook.

Business Outlook

The Company’s financial and operating expectations for the first quarter and full year 2012 are as follows:

First Quarter 2012

• Revenue in the range of $106 to $108 million

• Adjusted EBITDA excluding DNA investment⁶ of $29.5 to $31.5 million

• DNA investment of $2 to $3 million

• Adjusted EBITDA in the range of $27 to $29 million

• Ending subscribers in the range of 1,825,000 to 1,835,000

Full Year 2012

• Revenue in the range of $455 to $470 million

• Adjusted EBITDA excluding DNA investment⁶ of $167.5 to $177.5 million

⁵  Free cash flow subtracts from adjusted EBITDA capitalization of content databases, purchases of capital and equipment and cash paid for income taxes and interest.

⁶  Assumes mid-point of planned DNA investment

• DNA investment of $10 to 15 million

• Adjusted EBITDA in the range of $155 to $165 million

• Ending subscribers of approximately 1,915,000 to 1,950,000

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 888-806-6221 (within the United States), or 913-312-0374 (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 Wednesday, February 22, 2012. To access the replay, dial 888-203-1112 (within the United States), or 719-457-0820 (international callers) and enter the replay passcode 8868044. 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 expenses as interest, income taxes, stock-based compensation and certain non-cash and non-recurring items. Free cash flow subtracts from adjusted EBITDA the capitalization of content databases, purchases of property and equipment and cash paid for income taxes and interest. 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 summary 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 the incentive compensation pool.

About Ancestry.com

Ancestry.com Inc. (Nasdaq:ACOM) is the world’s largest online family history resource, with more than 1.7 million paying subscribers. More than 8 billion records have been added to the site in the past 15 years. Ancestry users have created more than 31 million family trees containing over 4 billion profiles. In addition to its flagship site www.ancestry.com, Ancestry.com offers several localized Web sites designed to empower people to discover, preserve and share their family history.

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 reach, our activities to enhance subscribers’ experience and deliver product innovations, our activities to promote our products, our business outlook, our leadership position and our opportunities and prospects for growth, including growth in revenues, adjusted EBITDA and number of subscribers. These forward-looking statements are based on information available to us as of the date of this press release. Forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks and uncertainties include a variety of factors, some of which are beyond our control. In particular, such risks and uncertainties include our continued ability to attract and retain subscribers; our continued ability to acquire content and make it available online; our ability to add tools and features and provide value to satisfy customer demand; difficulties encountered in integrating acquired businesses and retaining customers; the timing and amount of investments in our DNA service; the adverse impact of competitive product

announcements; failure of the third season of Who Do You Think You Are? to yield results comparable to the earlier seasons; failure to achieve anticipated revenues and operating performance; changes in overall economic conditions; the loss of key employees; competitors’ actions; pricing and gross margin pressures; inability to control costs and expenses; and significant litigation.

Information concerning additional factors that could cause results to differ materially from those projected in the forward-looking statements is contained under the caption “Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011, and in discussions in other of our SEC filings.

These forward-looking statements should not be relied upon as representing our views as of any subsequent date and 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.

For more information:

Investors:	Media:
Ancestry.com Inc.	Ancestry.com Inc.
Deborah Crawford	Heather Erickson
(801) 705-7942	(801) 705-7104
dcrawford@ancestry.com	herickson@ancestry.com

Ancestry.com Inc.

Consolidated Balance Sheets

(in thousands)

		September 30,			September 30,
	December 31, 2011			December 31, 2010
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	48,998		$	65,519
Restricted cash		1,702			2,476
Accounts receivable, net		7,599			6,990
Income tax receivable		1,763			8,094
Deferred income taxes		4,823			3,873
Prepaid expenses and other current assets		7,945			9,243
Total current assets		72,830			96,195
Property and equipment, net		21,701			21,252
Content databases, net		76,646			65,418
Intangible assets, net		17,594			34,281
Goodwill		302,422			303,374
Other assets		2,656			1,666
Total assets	$	493,849		$	522,186
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	9,817		$	9,451
Accrued expenses		34,725			36,978
Deferred revenues		108,654			89,301
Debt		10,000			—
Total current liabilities		163,196			135,730
Deferred income taxes		14,925			20,571
Other long-term liabilities		5,219			2,018
Total liabilities		183,340			158,319
Commitments and contingencies
Stockholders’ equity:
Common stock		48			45
Additional paid-in capital		374,948			328,957
Treasury stock		(162,168	)		—
Accumulated other comprehensive income		564			643
Retained earnings		97,117			34,222
Total stockholders’ equity		310,509			363,867
Total liabilities and stockholders’ equity	$	493,849		$	522,186

Ancestry.com Inc.

Consolidated Statements of Income

(in thousands, except per share data)

		September 30,			September 30,			September 30,			September 30,
	Three Months Ended						Year Ended
	December 31, 2011			December 31, 2010			December 31, 2011			December 31, 2010
	(unaudited)						(unaudited)
Revenues:
Subscription revenues	$	97,381		$	77,327		$	377,364		$	281,670
Product and other revenues		6,843			5,408			22,297			19,261
Total revenues		104,224			82,735			399,661			300,931
Costs of revenues:
Cost of subscription revenues		15,002			12,413			58,292			46,409
Cost of product and other revenues		2,989			1,769			8,216			5,698
Total cost of revenues		17,991			14,182			66,508			52,107
Gross profit		86,233			68,553			333,153			248,824
Operating expenses:
Technology and development		15,562			11,849			58,245			42,296
Marketing and advertising		28,673			23,512			122,997			94,573
General and administrative		10,513			10,475			39,734			35,390
Amortization of acquired intangible assets		3,840			4,810			16,711			15,959
Total operating expenses		58,588			50,646			237,687			188,218
Income from operations		27,645			17,907			95,466			60,606
Interest and other income (expense), net		(297	)		(100	)		(1,226	)		(4,258	)
Income before income taxes		27,348			17,807			94,240			56,348
Income tax expense		(9,032	)		(5,256	)		(31,345	)		(19,503	)
Net income	$	18,316		$	12,551		$	62,895		$	36,845
Net income per common share
Basic	$	0.42		$	0.28		$	1.41		$	0.85
Diluted	$	0.40		$	0.25		$	1.29		$	0.76
Weighted average common shares outstanding
Basic		43,409			45,125			44,756			43,592
Diluted		46,325			49,980			48,665			48,722
Reconciliation of adjusted EBITDA and free cash flow to net income:
Net income	$	18,316		$	12,551		$	62,895		$	36,845
Interest and other expense, net		297			100			1,226			4,258
Income tax expense		9,032			5,256			31,345			19,503
Depreciation		3,657			3,418			13,450			11,773
Amortization		6,254			6,813			25,916			23,526
Stock-based compensation expense		3,107			1,528			9,975			5,069
Adjusted EBITDA	$	40,663		$	29,666		$	144,807		$	100,974
Capitalization of content databases		(5,784	)		(5,340	)		(20,408	)		(13,874	)
Purchases of property and equipment		(4,904	)		(5,071	)		(13,895	)		(12,968	)
Cash paid for interest		(133	)		(117	)		(466	)		(2,645	)
Cash paid for income taxes		—			(4,783	)		(3,683	)		(11,128	)
Free cash flow	$	29,842		$	14,355		$	106,355		$	60,359

Ancestry.com Inc.

Other Data

		September 30,			September 30,			September 30,			September 30,			September 30,
	Three Months Ended
	December 31, 2011			September 30, 2011			June 30, 2011			March 31, 2011			December 31, 2010
Total subscribers		1,702,563			1,701,322			1,672,319			1,615,169			1,394,910
Gross subscriber additions		219,886			273,979			321,687			424,531			202,509
Monthly churn		3.8	%		4.2	%		4.6	%		3.7	%		3.9	%
Subscriber acquisition cost	$	107.88		$	93.64		$	81.23		$	69.56		$	96.87
Average monthly revenue per subscriber	$	18.38		$	18.68		$	18.88		$	18.05		$	17.78

EX-99.2

Exhibit 99.2

1 Fourth Quarter Highlights • February 2012 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, except as required by law. 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 want Census records Vital records Blockbuster record sets Keep making our product better and easier to use Search and discovery Collaboration Sharing Build category awareness and a great Ancestry.com brand Successful marketing campaigns and TV advertising Who Do You Think You Are? Do all of this globally 3

$39.0M $41.0M Fourth Quarter 2011 Results 4 Q4 2011 GUIDANCE ACTUAL Revenue Adjusted EBITDA 1.695M $40.7M $103M $104.2M Subscribers 1.703M $105M EPS(1) $0.40 (1) No guidance was given for EPS (Fully diluted) 1.685M

5 Total Subscribers (CHART)

6 Gross Subscriber Additions (CHART)

7 Net Subscriber Additions (CHART)

Duration Mix - Total Subscriber Base 8 (CHART)

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 gross subscriber additions during the quarter, divided by three. (CHART)

Subscriber Acquisition Cost 10 Note: Subscriber acquisition cost is external marketing and advertising expense, divided by gross subscriber additions in the quarter. (CHART)

Average Monthly Revenue per Subscriber 11 (CHART) Note: Average monthly revenue per subscriber, or ARPU, is total subscription revenues earned in the quarter from subscriptions to one of 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.

Selected Financial Data 12 Q4'09 Q1'10 Q2'10 Q3'10 Q4'10 Q1'11 Q2'11 Q3'11 Q4'11 Revenue $ 60.1 $ 64.4 $ 74.5 $ 79.3 $ 82.7 $91.0 $101.3 $103.1 $104.2 y/y change 15% 21% 36% 39% 38% 41% 36% 30% 26% Gross Profit 47.8 51.4 62.0 66.9 68.6 75.3 85.4 86.3 86.2 margin 79% 80% 83% 84% 83% 83% 84% 84% 83% Adj. EBITDA 18.7 17.0 25.3 29.0 29.7 25.6 38.4 40.1 40.7 margin 31% 26% 34% 37% 36% 28% 38% 39% 39% Net Income 9.1 4.0 8.5 11.8 12.6 9.0 16.6 19.1 18.3 EPS (Fully diluted) $ 0.20 $ 0.08 $ 0.18 $ 0.24 $ 0.25 $0.18 $0.33 $0.40 $0.40 Note: Adjusted EBITDA is a non-GAAP financial measure. A presentation of and reconciliation to net income, 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 13 * Assumes mid-point of planned DNA investment