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): April 28, 2011 (April 28, 2011)

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 April 28, 2011, Ancestry.com Inc. (the “Company”) announced via a press release its preliminary results of operations for its quarter ended March 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 ended March 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 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 Company’s 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 Company’s business; to evaluate the effectiveness of the Company’s business strategies; to provide consistency and comparability with past financial performance; to facilitate a comparison of the Company’s results with those of other companies; and in communications with the Board of Directors concerning the Company’s financial performance. The Company also uses adjusted EBITDA and has used free cash flow as factors when determining management’s 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 April 28, 2011, the Board of Directors approved and announced a share repurchase program (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 $125 million (excluding brokers’ commissions and certain other items) to repurchase shares of its common stock from time to time through April 30, 2012, depending on market conditions, the Company’s 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 Securities Exchange Act of 1934 Rule 10b5-1, 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 Company’s 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 Company’s common stock price, the availability of cash and credit and the Company’s 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 Company’s Annual Report on Form 10-K for the year ended December 31, 2010, and in discussions in other of its Securities and Exchange Commission filings. These forward-looking statements should not be relied upon as representing the Company’s 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.

ITEM 9.01 Financial Statements and Exhibits.

(d)	Exhibit		Description
		99.1	Press release dated April 28, 2011 by the Company reporting its preliminary results of operations for the quarter ended March 31, 2011 (furnished and not filed herewith as described in Item 2.02).
		99.2	Management presentation of highlights for the quarter ended March 31, 2011 (furnished and not filed herewith as described in Item 2.02).
		99.3	Press release dated April 28, 2011 by the Company announcing the Share Repurchase Program.

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: April 28, 2011	By:	/s/ William C. Stern
		William C. Stern
		General Counsel

INDEX OF EXHIBITS

Exhibit		Description
	99.1	Press release dated April 28, 2011 by the Company reporting its preliminary results of operations for its quarter ended March 31, 2011 (furnished and not filed herewith as described in Item 2.02).
	99.2	Management presentation of highlights for the quarter ended March 31, 2011 (furnished and not filed herewith as described in Item 2.02).
	99.3	Press release dated April 28, 2011 by the Company announcing the Share Repurchase Program.

 

EX-99.1

Exhibit 99.1

ANCESTRY.COM INC. REPORTS FIRST QUARTER 2011 FINANCIAL RESULTS

— Ancestry.com Subscriber Growth of 33% Year-Over-Year —
—Total Revenues Up 41% Year-Over-Year —
— Raises FY 2011 Outlook —

PROVO, Utah, April 28, 2011 — Ancestry.com Inc. (Nasdaq: ACOM), the world’s largest online family history resource, today reported financial results for the quarter ended March 31, 2011.

“Ancestry.com had an outstanding start to 2011, ending the first quarter with over 1.6 million subscribers and delivering record financial performance. The investments we are making in content and in our product are generating positive feedback from users, and our ongoing marketing programs, along with the second season of Who Do You Think You Are? on NBC, are helping to further broaden interest in the family history category,” said Tim Sullivan, Chief Executive Officer of Ancestry.com. “We intend to continue investing in the business through product enhancements, content acquisition and the further ramp-up of our talent base to support our anticipated growth in 2011 and beyond.”

Ancestry.com Web Sites Highlights

• Subscribers totaled 1,615,000 as of March 31, 2011, growth of 33% from the end of the first quarter of 2010 and 16% since the end of 2010.

• Gross subscriber additions were 425,000 in the first quarter of 2011, compared to 279,000 in the first quarter of 2010 and 203,000 in the fourth quarter of 2010.

• Monthly churn¹ was 3.7% in the first quarter of 2011, compared to 3.3% in the first quarter of 2010 and 3.9% in the fourth quarter of 2010.

• Subscriber acquisition cost² in the first quarter of 2011 was $69.56, compared to $69.57 in the first quarter of 2010 and $96.87 in the fourth quarter of 2010.

• Average monthly revenue per subscriber³ in the first quarter of 2011 was $18.05, compared to $16.70 in the first quarter of 2010 and $17.78 in the fourth quarter of 2010.

First Quarter 2011 Financial Highlights

• Total revenues for the first quarter of 2011 were $91.0 million, an increase of 41.3% over $64.4 million in the first quarter of 2010, driven by growth in our core Ancestry.com Web sites revenues of 42.7%.

• Operating income for the first quarter of 2011 was $14.2 million, compared to $7.6 million in the first quarter of 2010.

• Net income was $9.0 million, or $0.18 per fully diluted share, for the first quarter of 2011 compared to $4.0 million, or $0.08 per fully diluted share, in the first quarter of 2010.

• Adjusted EBITDA⁴ for the first quarter of 2011 was $25.6 million, compared to $17.0 million in the first quarter of 2010. Adjusted EBITDA margin for the first quarter of 2011 was 28.1%, compared to 26.4% in the first quarter of 2010.

1	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. 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.
4	Adjusted EBITDA is defined as net income (loss) plus net interest and other (income) expense; income tax expense; and non-cash charges including depreciation, amortization, impairment of intangible assets and stock-based compensation expense.

• Free cash flow⁵ totaled $18.7 million for the first quarter of 2011 compared to $11.4 million for the first quarter of 2010.

• Cash and cash equivalents totaled $102.3 million as of March 31, 2011.

Recent Business Highlights

• Who Do You Think You Are? television series successfully completed its second season and NBC announced its renewal for a third season, which is currently expected to air in the first quarter of 2012.

• Addition of several new important content collections, including U.S. slave manifest records, the definitive 19^th century collection of Irish historical records, and newly digitized U.S. Civil War records.

• Ancestry.com’s mobile app for the iPhone, iPad, and iPod reached 1 million downloads last week, with over 400,000 of those downloads happening in Q1 alone.

Business Outlook

The Company’s financial and operating expectations for the second quarter and full year 2011 are as follows:

Second Quarter 2011

• Revenues in the range of $98.0 to $100.0 million

• Adjusted EBITDA in the range of $35.0 to $37.0 million

• Ending subscribers of approximately 1,670,000

Full Year 2011

• Revenues in the range of $395.0 to $400.0 million (increased from the previously expected range of $370.0 to $375.0 million)

• Adjusted EBITDA in the range of $135.0 to $140.0 million (increased from the previously expected range of $125.0 to $130.0 million)

• Ending subscribers of approximately 1,710,000 to 1,730,000 (increased from the previously expected range of 1,700,000 to 1,725,000)

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 800-946-0774 (within the United States), or 719-457-2640 (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, May 6, 2011. To access the replay, dial 888-203-1112 (within the United States), or 719-457-0820 (international callers) and enter the replay passcode 9389152. 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.

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

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 expense and certain non-cash and non-recurring items. Free cash flow subtracts from adjusted EBITDA the capitalization of content database costs, 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 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 1.6 million paying subscribers. More than 6 billion records have been added to the site in the past 14 years. Ancestry users have created more than 24 million family trees containing over 2.4 billion profiles. Ancestry.com has local Web sites directed at nine countries that help people discover, preserve and share their family history, 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 activities to enhance subscribers’ experience, our activities to promote and enhance our products, our business outlook, our intent to acquire content, our leadership position and our opportunities and prospects for growth, including growth in revenues, adjusted EBITDA, number of subscribers and employees. 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; difficulties encountered in integrating acquired businesses and retaining customers; failure of our products to continue to meet customer demand; the adverse impact of competitive product announcements; our inability to develop and refine new and existing products; failure of the second season of Who Do You Think You Are? to yield results comparable to the first season; failure to achieve anticipated revenues and operating performance; changes in overall economic conditions; the inability to attract and retain 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 Annual Report on Form 10-K for the year ended December 31, 2010, 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.

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

	March 31,		December 31,
	2011		2010
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	102,263	$	65,519
Restricted cash		1,984		2,476
Accounts receivable, net		6,687		6,990
Income tax receivable		6,690		8,094
Deferred income taxes		3,873		3,873
Prepaid expenses and other current assets		8,978		9,243
Total current assets		130,475		96,195
Property and equipment, net		18,731		21,252
Content database costs, net		69,221		65,418
Intangible assets, net		30,143		34,281
Goodwill		303,478		303,374
Other assets		1,518		1,666
Total assets	$	553,566	$	522,186
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	7,210	$	9,451
Accrued expenses		33,549		36,978
Deferred revenues		109,237		89,301
Total current liabilities		149,996		135,730
Deferred income taxes		19,663		20,571
Other long-term liabilities		1,986		2,018
Total liabilities		171,645		158,319
Commitments and contingencies
Stockholders’ equity:
Common stock		46		45
Additional paid-in capital		337,554		328,957
Accumulated other comprehensive income		1,128		643
Retained earnings		43,193		34,222
Total stockholders’ equity		381,921		363,867
Total liabilities and stockholders’ equity	$	553,566	$	522,186

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

	Three Months Ended
	March 31, 2011			March 31, 2010
	(unaudited)
Revenues:
Subscription revenues	$	85,183		$	59,560
Product and other revenues		5,845			4,861
Total revenues		91,028			64,421
Costs of revenues:
Cost of subscription revenues		13,887			11,501
Cost of product and other revenues		1,828			1,494
Total cost of revenues		15,715			12,995
Gross profit		75,313			51,426
Operating expenses:
Technology and development		13,668			9,927
Marketing and advertising		33,808			22,446
General and administrative		9,357			7,742
Amortization of acquired intangible assets		4,270			3,679
Total operating expenses		61,103			43,794
Income from operations		14,210			7,632
Interest and other income (expense), net		(107	)		(1,144	)
Income before income taxes		14,103			6,488
Income tax expense		(5,132	)		(2,526	)
Net income	$	8,971		$	3,962
Net income per common share
Basic	$	0.20		$	0.09
Diluted	$	0.18		$	0.08
Weighted average common shares outstanding
Basic		45,371			42,459
Diluted		50,250			47,454
Reconciliation of adjusted EBITDA and free cash flow to net income:
Net income	$	8,971		$	3,962
Interest and other (income) expense, net		107			1,144
Income tax expense		5,132			2,526
Depreciation		3,264			2,864
Amortization		6,405			5,513
Stock-based compensation expense		1,725			1,004
Adjusted EBITDA	$	25,604		$	17,013
Capitalization of content database costs		(5,747	)		(2,792	)
Purchases of property and equipment		(725	)		(1,407	)
Cash paid for interest		(115	)		(1,001	)
Cash paid for income taxes		(275	)		(403	)
Free cash flow	$	18,742		$	11,410

Ancestry.com Inc.
Other Data

	Three Months Ended
	March 31, 2011			December 31, 2010			September 30, 2010			June 30, 2010			March 31, 2010
Total subscribers		1,615,169			1,394,910			1,376,974			1,310,562			1,211,978
Gross subscriber additions		424,531			202,509			251,738			290,589			279,100
Monthly churn		3.7	%		3.9	%		4.0	%		4.3	%		3.3	%
Subscriber acquisition cost	$	69.56		$	96.87		$	81.58		$	74.04		$	69.57
Average monthly revenue per subscriber	$	18.05		$	17.78		$	17.75		$	18.02		$	16.70

For more information:

Investors:	Media:
Ancestry.com Inc.	Ancestry.com Inc.
Ryan Ostler	Heather Erickson
(801) 705-7942	(801) 705-7104
rostler@ancestry.com	herickson@ancestry.com

EX-99.2

Exhibit 99.2

First Quarter Highlights April 2011 Our mission is to help everyone discover, preserve and share their family history.

Safe Harbor Summary 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 “intend,” “plan,” “seek,” “anticipate,” “believe,” 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 in our filings with the SEC. Factors” 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.

Executing on Our Growth Strategy 1. Provide our subscribers with the content they want Census records Vital records Blockbuster record sets 2. Keep making our product better and easier to use Improved search functionality
Easier browse experience 3. Build category awareness and a great Ancestry.com brand Successful marketing campaigns and TV advertising
Who Do You Think You Are? 4. Do all of this globally

First Quarter 2011 Results Q1 2011 GUIDANCE Subscribers Revenue Adjusted EBITDA EPS⁽¹⁾ (Fully diluted) (1) No guidance was given for EPS ACTUAL 1.615M $91.0M $25.6M $0.18

Total Subscribers

Total Subscribers (Daily through 3/31/11)

Gross Subscriber Additions

Duration Mix Gross Subscriber Additions

Net Subscriber Additions

Duration Mix Total Subscriber Base

Monthly Subscriber Churn 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.

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

Average Monthly Revenue per Subscriber 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

| | | | | | | | | Q1’09 Q2’09 Q3’09 Q4’09 Q1’10 Q2’10 Q3’10 Q4’10 Revenue $53.2 $54.6 $57.0 $60.1 $64.4 $74.5 $79.3 $82.7 $91.0 y/y change 13% 14% 14% 15% 21% 36% 39% 38% 41% Gross Profit 42.0 43.3 45.6 47.8 51.4 62.0 66.9 68.6 75.3 margin 79% 79% 80% 79% 80% 83% 84% 83% 83% Adj. EBITDA 16.5 18.4 17.9 18.7 17.0 25.3 29.0 29.7 25.6 margin 31% 34% 31% 31% 26% 34% 37% 36% 28% Net Income 3.5 4.7 4.0 9.1 4.0 8.5 11.8 12.6 9.0 EPS (Fully diluted) $0.09 $0.12 $0.10 $0.20 $0.08 $0.18 $0.24 $0.25 $0.18

*In millions, except per share data 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.

Business Outlook Q2 2011 FY 2011 Revenue $98.0 to $100.0 $395 to $400 M Adjusted EBITDA $35.0 to $37.0 M $135 to $140 M Approximately Approximately Total subscribers 1,670,000 1,710,000-1,730,000

EX-99.3

Exhibit 99.3

ANCESTRY.COM INC. ANNOUNCES NEW $125 MILLION SHARE REPURCHASE PROGRAM

PROVO, Utah, April 28, 2011 – Ancestry.com Inc. (Nasdaq: ACOM), the world’s largest online family history resource, today announced that its board of directors authorized the repurchase of up to [$125] million of its outstanding common stock. Ancestry.com shares may be repurchased from time to time through April 30, 2012 in the open market or in privately negotiated transactions.

“The decision to initiate this new share repurchase program reflects our confidence in our business model and growth prospects,” said Tim Sullivan, Chief Executive Officer of Ancestry.com.  “Ancestry.com’s solid financial performance, demonstrated by our healthy balance sheet and strong free cash flow generation, allows us to continue investing in our business while also returning capital to stockholders.”

Ancestry.com expects to fund the repurchases using cash on hand and an existing credit facility. The amount and timing of specific repurchases, if any, will depend on market conditions, stock price, and other factors. As of March 31, 2011, Ancestry.com had cash and cash equivalents of $102.3 million and 45.7 million shares of common stock outstanding.

About Ancestry.com
Ancestry.com Inc. (Nasdaq: ACOM) is the world’s largest online family history resource, with nearly 1.6 million paying subscribers. More than 6 billion records have been added to the site in the past 14 years. Ancestry users have created more than 24 million family trees containing over 2.4 billion profiles. Ancestry.com has local Web sites directed at nine countries that help people discover, preserve and share their family history, 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 regarding the expected repurchase of shares, our business model and growth prospects, our ability to generate free cash flow, our continued investment in our business, the return of capital to our stockholders, the amount of shares, if any, that may be repurchased and the timing of any such repurchases. 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 market conditions; our common stock price; failure to achieve anticipated revenues and operating results; our continued ability to attract and retain subscribers; our continued ability to acquire content and make it available online; difficulties encountered in integrating acquired businesses and retaining customers; failure of our products to continue to meet customer demand; the adverse impact of competitive product announcements; failure of the second season of Who Do You Think You Are? to yield results comparable to the first season; 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 these and other factors that could cause results to differ materially from those contained in the forward-looking statements is contained under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2010, 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.
Ryan Ostler	Heather Erickson
(801) 705-7942	(801) 705-7104
rostler@ancestry.com	herickson@ancestry.com