ITEM 2.02. Results of Operations and Financial Condition.
On October 26, 2011, Ancestry.com Inc. (the Company) announced via a press release its preliminary
results of operations for its quarter ended September 30, 2011. A copy of the press release is attached as
Exhibit 99.1 hereto. The Company also posted on its website managements presentation of highlights for the
quarter ended September 30, 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 the Company does not consider indicative of its core performance. In the
case of adjusted EBITDA, the Company adjusts 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 Companys website.
Management uses adjusted EBITDA and free cash flow as measures of operating performance; for planning
purposes, including the preparation of the annual operating budget; to allocate resources to enhance the
financial performance of the Companys business; to evaluate the effectiveness of the Companys business
strategies; to provide consistency and comparability with past financial performance; to facilitate a
comparison of the Companys results with those of other companies; and in communications with the Board of
Directors concerning the Companys financial performance. The Company also uses adjusted EBITDA and has
used free cash flow as factors when determining managements incentive compensation.
The information in this Item 2.02 (including Exhibit 99.1 and Exhibit 99.2) shall not be treated as filed
for purposes of the Securities Exchange Act of 1934, as amended.
Item 8.01. Other Events.
On October 26, 2011, the Company announced a share repurchase program as approved by its Board of Directors
(the Share Repurchase Program). A copy of the press release announcing the Share Repurchase Program is
attached as Exhibit 99.3 hereto.
Under the Share Repurchase Program, the Company may spend up to $50 million (excluding brokers commissions
and certain other items) to repurchase shares of its common stock
from time to time through September 30,
2012, depending on market conditions, the Companys common stock price and other factors.
Share repurchases under the Share Repurchase Program may be made through brokers or dealers in the open
market or in privately negotiated transactions and may be implemented in whole or in part through the
establishment of a purchase program pursuant to the safe harbor
provided by Rule 10b5-1 under the Securities Exchange Act of 1934, block purchases or through accelerated or forward or similar stock purchases. The Company
expects to fund the purchases using cash on hand and its existing credit facility.
The Company is not obligated to purchase any shares under its Share Repurchase Program. Subject to applicable
corporate and securities laws, repurchases under the Share Repurchase Program, if any, may be made at such
times and in such amounts as the Company deems appropriate. Purchases under the Share Repurchase Program can
be discontinued, or the Share Repurchase Program may be modified or terminated, at any time.
Forward-Looking Statements
This Item 8.01 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
the Companys actual results, levels of activity, performance, or achievements to be materially different
from those anticipated in these forward-looking statements. These statements include statements regarding the
repurchase of shares, the amount of shares, if any, that may be repurchased and the timing of any such
repurchases. 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 market conditions, the Companys common stock price, the availability of cash and
credit and the Companys failure to achieve anticipated revenues and operating results. Information
concerning these and other factors that could cause results to differ materially from those contained in the
forward-looking statements is included under the caption Risk Factors in the Companys Quarterly Report on
Form 10-Q for the quarter ended June 30, 2011, and in discussions in other of its Securities and Exchange
Commission filings. These forward-looking statements should not be relied upon as representing the Companys
views as of any subsequent date and the Company assumes 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.
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