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8-K - 8-K - Booking Holdings Inc.a8kearnings093012.htm


Exhibit 99.1

 
Priceline.com Reports Financial Results for 3rd Quarter 2012

(A telephone replay service will be available for today's 4:30 p.m. ET earnings conference call, starting at 7:30 p.m. The replay dial-in number is 888-266-2081; access code is 1596029)

NORWALK, Conn., November 1, 2012. . . Priceline.com Incorporated (Nasdaq: PCLN) today reported 3rd quarter 2012 financial results for the Priceline Group. Third quarter gross travel bookings for the Group, which refers to the total dollar value, generally inclusive of all taxes and fees, of all travel services purchased by consumers, were $7.8 billion, an increase of 25.2% over a year ago (approximately 34% on a local currency basis).

The Group had revenues in the 3rd quarter of $1.7 billion, a 17.4% increase over a year ago. The Group's international operations contributed revenues in the 3rd quarter of $1.2 billion, a 30.6% increase versus a year ago (approximately 42% on a local currency basis). The Group's gross profit for the 3rd quarter was $1.4 billion, a 26.9% increase from the prior year. International operations contributed gross profit in the 3rd quarter of $1.2 billion, a 30.6% increase versus a year ago (approximately 42% growth on a local currency basis). The Group's operating income in the 3rd quarter was $756 million, a 22.6% increase from the prior year. The Group had GAAP net income applicable to common shareholders for the 3rd quarter of $597 million, or $11.66 per diluted share, which compares to $469 million or $9.17 per diluted share, in the same period a year ago.

Non-GAAP net income in the 3rd quarter was $638 million, a 24.5% increase versus the prior year.  Non-GAAP net income was $12.40 per diluted share, compared to $9.95 per diluted share a year ago. Analyst consensus for the 3rd quarter 2012 was $11.82 per diluted share.  Adjusted EBITDA for the 3rd quarter 2012 was $781 million, an increase of 21.2% over a year ago. The section below entitled "Non-GAAP Financial Measures" provides a definition and information about the use of non-GAAP financial measures in this press release and the attached financial and statistical supplement reconciles non-GAAP financial information with the Group's financial results under GAAP.

“The Priceline Group delivered solid growth and operating results in the 3rd quarter as growth in the second half of the quarter in our key European market exceeded our forecast. Globally our hotel business grew room nights by 36% over the same period last year, compared to 39% growth in the second quarter. Our rental car business grew rental car days by 35% over last year, an acceleration from 29% in the second quarter, led by improving results at priceline.com and continued strong growth from rentalcars.com,” said Jeffery H. Boyd, President and Chief Executive Officer of The Priceline Group.

Looking forward, Mr. Boyd said, “While we remain concerned about economic weakness across Europe, Asia and the U.S., the Group intends to focus on solidifying its position as the world's largest and most profitable online hotel reservation service by continuing to add hotels and other accommodations and better servicing our customers through constant innovation in our mobile and desktop sites.”

The Priceline Group said it was targeting the following for 4th quarter 2012:
Year-over-year increase in total gross travel bookings of approximately 21% - 28% (an increase of approximately 22% - 29% on a local currency basis).
Year-over-year increase in international gross travel bookings of approximately 27% - 35% (an increase

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of approximately 28% - 36% on a local currency basis).
Year-over-year domestic gross travel bookings approximately flat to prior year.
Year-over-year increase in revenue of approximately 15% - 22%.
Year-over-year increase in gross profit of approximately 26% - 33%.
Adjusted EBITDA of approximately $381 million to $421 million.
Non-GAAP net income per diluted share of $6.12 to $6.57.

The Company believes that concerns related to sovereign debt and the viability of the Euro have negatively impacted historical operating results and are likely to impact future results. Given the uncertainty surrounding worldwide economic conditions, particularly in Europe where much of the Company's business is concentrated, the Company believes the variability around its guidance is elevated.
Non-GAAP guidance for the 4th quarter 2012:
excludes non-cash amortization expense of intangibles,
excludes non-cash stock-based employee compensation expense,
excludes non-cash interest expense and gains or losses on early debt extinguishment, if any, related to cash settled convertible debt,
excludes the impact, if any, of significant charges or benefits associated with judgments, rulings and/or settlements related to hotel occupancy tax proceedings,
excludes non-cash income tax expense and reflects the impact on income taxes of certain of the non-GAAP adjustments,        
includes the additional impact of the non-GAAP adjustments described above on net income attributable to noncontrolling interests,
includes the dilutive impact of additional shares of unvested restricted stock, restricted stock units and performance share units because non-GAAP net income has been adjusted to exclude stock-based employee compensation.
In addition to the adjustments above, adjusted EBITDA excludes depreciation and amortization expense, interest income, interest expense, net income attributable to noncontrolling interests, income taxes and includes the impact of foreign currency transactions and other expenses.
When aggregated, the non-GAAP adjustments are expected to increase adjusted EBITDA over GAAP net income by approximately $119 million in the 4th quarter 2012.  In addition, the non-GAAP adjustments are expected to increase non-GAAP net income over GAAP net income by approximately $39 million in the 4th quarter 2012. The Group estimates GAAP net income per diluted share of approximately $5.39 to $5.84 for the 4th quarter 2012.
Information About Forward-Looking Statements
This press release contains forward-looking statements. These forward-looking statements reflect the views of the Group's management regarding current expectations and projections about future events and are based on currently available information and current foreign currency exchange rates. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed, implied or forecasted in any such forward-looking statements. Expressions of future goals and similar expressions including, without limitation, "may," "will," "should," "could," "expects," "does not currently expect," "plans," "anticipates," "intends," "believes," "estimates," "predicts," "potential," "targets," or "continue," reflecting something other than historical fact are intended to identify forward-looking statements.
The following factors, among others, could cause the Group's actual results to differ materially from those described in the forward-looking statements:
-- adverse changes in general market conditions for leisure and other travel services as a result of, among other things, decreased consumer spending, general economic downturn, terrorist attacks, natural disasters or adverse weather, the bankruptcy or insolvency of a major supplier, or the outbreak of an epidemic or pandemic disease, such as the swine flu outbreak;

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-- our ability to expand successfully in international markets;
-- fluctuations in foreign exchange rates and other risks associated with doing business in multiple currencies;
-- the effects of increased competition, including the potential impact of increased pricing competition initiated by other on-line travel agents in the form of reduced booking fees and/or the launch by competitors of an "opaque" travel offering and the potential impact of "metasearch" initiatives by Google and other search engines upon which we rely for a significant amount of traffic;
-- the ability to attract and retain qualified personnel;
-- adverse changes in the Group's relationships with suppliers, service providers and vendors which could include, without limitation, the withdrawal of suppliers from the Group's systems (either "retail" or "opaque" services, or both) and/or the loss or reduction of global distribution fees;
-- the occurrence of an external or internal security breach of our systems or other Internet based systems involving personal customer information, credit card information or other sensitive data;
-- a change by a major search engine to its search engine algorithms that negatively affects the search engine ranking of the company or its 3rd party distribution partners;
-- systems-related failures and/or security breaches, including without limitation, "denial-of-service" type attacks on our system, any security breach that results in the theft, transfer or unauthorized disclosure of customer information, or the failure to comply with various state laws applicable to the company's obligations in the event of such a breach;
-- an adverse outcome in one or more of the hotel occupancy and other tax proceedings in which priceline.com is involved; and
-- legal and regulatory risks.
For a detailed discussion of these and other factors that could cause the Group's actual results to differ materially from those described in the forward-looking statements, please refer to the Group's most recent Form 10-Q, Form 10-K and Form 8-K filings with the Securities and Exchange Commission. Unless required by law, the Group undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Non-GAAP Financial Measures
Adjusted EBITDA represents GAAP net income excluding depreciation and amortization expense, interest income, interest expense, net income and loss attributable to noncontrolling interests, income taxes and is adjusted for the non-GAAP adjustments relating to stock-based employee compensation expense, gains and losses on early debt extinguishment and charges or benefits related to judgments, rulings, or settlements of hotel occupancy tax proceedings.
Adjusted EBITDA, non-GAAP operating income, non-GAAP net income and non-GAAP net income per share are "non-GAAP financial measures," as such term is defined by the Securities and Exchange Commission, and may differ from non-GAAP financial measures used by other companies. The Group believes that adjusted EBITDA, non-GAAP operating income, non-GAAP net income and non-GAAP net income per share that exclude certain non-cash or non-recurring income or expense items are useful for analysts and investors to evaluate the Group's future on-going performance because they provide a useful comparison of the Group's projected cash earnings and performance with its historical results from prior periods and to those of its competitors. These non-GAAP metrics, in particular adjusted EBITDA, non-GAAP operating income, and non-GAAP net income are not intended to represent funds available for the Group's discretionary use and are not intended to represent or to be used as a substitute for operating income, net income or cash flows from operations data as measured under GAAP. The items excluded from these non-GAAP metrics, but included in the calculation of their closest GAAP equivalent, are

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significant components of consolidated statements of income and must be considered in performing a comprehensive assessment of overall financial performance.
Non-GAAP financial information is adjusted for the following items:
Amortization expense of intangibles is excluded because it does not impact cash earnings.
Stock-based employee compensation expense is excluded because it does not impact cash earnings and is reflected in earnings per share through increased share count.
Interest expense related to the amortization of debt discount and gains or losses on early debt extinguishment related to convertible debt are excluded because they are non-cash in nature.
Significant charges or benefits related to judgments, rulings, or settlements of hotel occupancy tax proceedings are excluded because the amount and timing of these items are unpredictable, not driven by core operating results and render comparisons with prior periods less meaningful.
Income tax expense is adjusted for the tax impact of certain of the non-GAAP adjustments described above and to exclude tax expense recorded where no actual tax payments are owed because of available net operating loss carry forwards.  In addition, the benefit in second quarter 2011 related to the reversal of a reserve for unrecognized tax benefits attributable to tax positions taken in 2010 is excluded because the amount and timing of this type of item is unpredictable, not driven by core operating results and render comparisons with prior periods less meaningful.
Net income and loss attributable to noncontrolling interests is adjusted for the impact of certain of the non-GAAP adjustments described above
For calculating non-GAAP net income per share:
net income is adjusted for the impact of the non-GAAP adjustments described above.
additional unvested shares of restricted common stock, restricted stock units and performance share units are included in the calculation of non-GAAP net income per share because non-GAAP net income has been adjusted to exclude stock-based employee compensation expense.
The presentation of this financial information should not be considered in isolation or as a substitute for the financial information prepared and presented in accordance with generally accepted accounting principles in the United States. The attached financial and statistical supplement reconciles non-GAAP financial information with priceline.com's financial results under GAAP.
About The Priceline Group
The Priceline Group (Nasdaq: PCLN) is a leader in global online hotel reservations, with over 270,000 participating hotels worldwide.  The Group is composed of four primary brands - Booking.com, priceline.com, Agoda.com and Rentalcars.com - and several ancillary brands. The Priceline Group provides online travel services in over 180 countries in Europe, North America, South America, the Asia-Pacific region, the Middle East and Africa.
Booking.com is the number one online hotel reservation service in the world, offering over 245,000 hotels (as of November 1, 2012), and is available in 41 languages.  More recent hotel counts are available on the Booking.com website.  Priceline.com gives leisure travelers multiple ways to save on their airline tickets, hotel rooms, rental cars, vacation packages and cruises. In addition to getting compelling published prices, travelers can take advantage of priceline.com's famous Name Your Own Price® service, which can deliver the lowest prices available, or the recently added Express DealsSM, where travelers can take advantage of hotel discounts without bidding.  Agoda.com is an Asia-based online hotel reservation service that is available in 38 languages.  Rentalcars.com is a multinational car hire service, offering its reservation services in over 6,000 locations.  Customer support is provided in 40 languages.

###
For Press Information: Brian Ek (203) 299-8167 brian.ek@priceline.com
For Investor Relations: Matthew Tynan (203) 299-8487 matt.tynan@priceline.com

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priceline.com Incorporated
UNAUDITED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)

 
 
September 30,
 
December 31,
 
 
2012
 
2011
ASSETS
 
 

 
 

Current assets:
 
 

 
 

Cash and cash equivalents
 
$
898,470

 
$
632,836

Restricted cash
 
7,214

 
3,771

Short-term investments
 
3,769,527

 
2,024,827

Accounts receivable, net of allowance for doubtful accounts of $8,502 and $6,103, respectively
 
493,777

 
264,453

Prepaid expenses and other current assets
 
152,722

 
104,202

Deferred income taxes
 
44,019

 
36,755

Total current assets
 
5,365,729

 
3,066,844

Property and equipment, net
 
81,931

 
64,322

Intangible assets, net
 
192,488

 
200,151

Goodwill
 
517,721

 
504,784

Deferred income taxes
 
23,230

 
111,080

Other assets
 
36,710

 
23,490

Total assets
 
$
6,217,809

 
$
3,970,671

 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 

 
 

Current liabilities:
 
 

 
 

Accounts payable
 
$
240,176

 
$
146,867

Accrued expenses and other current liabilities
 
377,326

 
222,134

Deferred merchant bookings
 
343,296

 
239,157

Convertible debt
 
514,542

 
497,640

Total current liabilities
 
1,475,340

 
1,105,798

Deferred income taxes
 
46,305

 
46,990

Other long-term liabilities
 
47,813

 
39,183

Convertible debt
 
876,809

 

Total liabilities
 
2,446,267

 
1,191,971

 
 
 
 
 
Redeemable noncontrolling interests
 
133,221

 
127,045

Convertible debt
 
60,457

 
77,360

 
 
 
 
 
Stockholders’ equity:
 
 

 
 

Common stock, $0.008 par value; authorized 1,000,000,000 shares, 58,047,595 and 57,578,431 shares issued, respectively
 
450

 
446

Treasury stock, 8,182,134 and 7,779,645 shares, respectively
 
(1,058,983
)
 
(803,586
)
Additional paid-in capital
 
2,593,883

 
2,431,279

Accumulated earnings
 
2,105,386

 
1,033,738

Accumulated other comprehensive loss
 
(62,872
)
 
(87,582
)
Total stockholders’ equity
 
3,577,864

 
2,574,295

Total liabilities and stockholders’ equity
 
$
6,217,809

 
$
3,970,671





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priceline.com Incorporated
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2012
 
2011
 
2012
 
2011
Agency revenues
 
$
1,118,128

 
$
876,601

 
$
2,427,751

 
$
1,797,204

Merchant revenues
 
584,969

 
573,230

 
1,632,402

 
1,558,564

Other revenues
 
3,213

 
2,973

 
10,163

 
9,071

Total revenues
 
1,706,310

 
1,452,804

 
4,070,316

 
3,364,839

Cost of revenues
 
309,809

 
352,656

 
926,385

 
1,009,657

Gross profit
 
1,396,501

 
1,100,148

 
3,143,931

 
2,355,182

Operating expenses:
 
 

 
 

 
 

 
 

Advertising — Online
 
375,204

 
279,926

 
966,820

 
701,317

Advertising — Offline
 
8,441

 
8,035

 
29,519

 
29,463

Sales and marketing
 
52,961

 
47,124

 
145,943

 
122,931

Personnel, including stock-based compensation of $17,555, $13,298, $51,690, and $40,404, respectively
 
135,210

 
94,463

 
343,916

 
255,450

General and administrative
 
42,287

 
31,717

 
122,768

 
87,334

Information technology
 
10,799

 
8,548

 
31,974

 
23,456

Depreciation and amortization
 
16,007

 
13,957

 
47,513

 
40,087

Total operating expenses
 
640,909

 
483,770

 
1,688,453

 
1,260,038

Operating income
 
755,592

 
616,378

 
1,455,478

 
1,095,144

Other income (expense):
 
 

 
 

 
 

 
 

Interest income
 
905

 
2,526

 
3,004

 
6,075

Interest expense
 
(17,067
)
 
(7,879
)
 
(45,208
)
 
(23,389
)
Foreign currency transactions and other
 
(8,256
)
 
827

 
(7,427
)
 
(8,696
)
Total other income (expense)
 
(24,418
)
 
(4,526
)
 
(49,631
)
 
(26,010
)
Earnings before income taxes
 
731,174

 
611,852

 
1,405,847

 
1,069,134

Income tax expense
 
(131,201
)
 
(138,966
)
 
(271,405
)
 
(235,959
)
Net income
 
599,973

 
472,886

 
1,134,442

 
833,175

Less: net income attributable to noncontrolling interests
 
3,387

 
3,387

 
3,539

 
2,520

Net income applicable to common stockholders
 
$
596,586

 
$
469,499

 
$
1,130,903

 
$
830,655

Net income applicable to common stockholders per basic common share
 
$
11.97

 
$
9.43

 
$
22.70

 
$
16.74

Weighted average number of basic common shares outstanding
 
49,851

 
49,779

 
49,830

 
49,607

Net income applicable to common stockholders per diluted common share
 
$
11.66

 
$
9.17

 
$
22.05

 
$
16.23

Weighted average number of diluted common shares outstanding
 
51,185

 
51,184

 
51,295

 
51,193




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priceline.com Incorporated
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

 
 
Nine Months Ended September 30,
 
 
2012
 
2011
OPERATING ACTIVITIES:
 
 

 
 

Net income
 
$
1,134,442

 
$
833,175

Adjustments to reconcile net income to net cash provided by operating activities:
 
 

 
 

Depreciation
 
23,321

 
14,801

Amortization
 
24,192

 
25,286

Provision for uncollectible accounts, net
 
11,287

 
7,641

Deferred income taxes
 
16,446

 
34,170

Stock-based compensation expense and other stock-based payments
 
52,042

 
40,756

Amortization of debt issuance costs
 
3,790

 
1,676

Amortization of debt discount
 
28,831

 
15,944

Loss on early extinguishment of debt
 

 
32

Changes in assets and liabilities:
 
 

 
 

Accounts receivable
 
(232,660
)
 
(202,087
)
Prepaid expenses and other current assets
 
(97,057
)
 
5,981

Accounts payable, accrued expenses and other current liabilities
 
318,054

 
292,160

Other
 
6,243

 
(9,564
)
Net cash provided by operating activities
 
1,288,931

 
1,059,971

INVESTING ACTIVITIES:
 
 
 
 
Purchase of investments
 
(4,790,106
)
 
(2,230,661
)
Proceeds from sale of investments
 
3,069,242

 
1,529,998

Additions to property and equipment
 
(38,950
)
 
(29,770
)
Acquisitions and other equity investments, net of cash acquired
 
(13,871
)
 
(67,973
)
Proceeds from settlement of foreign currency contracts
 
78,828

 
5,205

Payments on foreign currency contracts
 
(2,222
)
 
(42,032
)
Change in restricted cash
 
(3,474
)
 
(2,920
)
Net cash used in investing activities
 
(1,700,553
)
 
(838,153
)
FINANCING ACTIVITIES:
 
 
 
 
Proceeds from the issuance of convertible debt
 
1,000,000

 

Payment of debt issuance costs
 
(20,916
)
 

Payments related to conversion of convertible debt
 
(1
)
 
(213
)
Repurchase of common stock
 
(255,397
)
 
(162,369
)
Payments to purchase subsidiary shares from noncontrolling interests
 
(61,079
)
 
(12,986
)
Proceeds from exercise of stock options
 
2,655

 
3,991

Excess tax benefit on stock-based compensation
 
12,911

 
14,996

Net cash provided by (used in) financing activities
 
678,173

 
(156,581
)
Effect of exchange rate changes on cash and cash equivalents
 
(917
)
 
(3,038
)
Net increase in cash and cash equivalents
 
265,634

 
62,199

Cash and cash equivalents, beginning of period
 
632,836

 
358,967

Cash and cash equivalents, end of period
 
$
898,470

 
$
421,166

 
 
 
 
 
SUPPLEMENTAL CASH FLOW INFORMATION:
 
 
 
 
Cash paid during the period for income taxes
 
$
205,256

 
$
99,376

Cash paid during the period for interest
 
$
13,463

 
$
7,443

Non-cash fair value increase for redeemable noncontrolling interests
 
$
59,255

 
$
41,327


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priceline.com Incorporated
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
(In thousands, except per share data)

RECONCILIATION OF GAAP OPERATING INCOME TO NON-GAAP OPERATING INCOME
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2012
 
2011
 
2012
 
2011
 
 
 
 
 
 
 
 
 
 
 
GAAP Operating income
 
$
755,592

 
$
616,378

 
$
1,455,478

 
$
1,095,144

 
 
 
 
 
 
 
 
 
 
 (a)
Stock-based employee compensation
 
17,555

 
13,298

 
51,690

 
40,404

 (b)
Amortization of intangible assets in Depreciation and amortization
 
7,836

 
8,210

 
24,192

 
24,898

 
 
 
 
 
 
 
 
 
 
 
Non-GAAP Operating income
 
$
780,983

 
$
637,886

 
$
1,531,360

 
$
1,160,446

 
 
 
 
 
 
 
 
 
 
 
GAAP Gross profit
 
$
1,396,501

 
$
1,100,148

 
$
3,143,931

 
$
2,355,182

 
Non-GAAP Operating income as a % of GAAP Gross profit
 
55.9
%
 
58.0
%
 
48.7
%
 
49.3
%
 
 
 
 
 
 
 
 
 
 
RECONCILIATION OF GAAP OTHER INCOME (EXPENSE) TO NON-GAAP OTHER EXPENSE RECORDED BELOW OPERATING INCOME
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2012
 
2011
 
2012
 
2011
 
 
 
 
 
 
 
 
 
 
 
GAAP Other income (expense)
 
$
(24,418
)
 
$
(4,526
)
 
$
(49,631
)
 
$
(26,010
)
 
 
 
 
 
 
 
 
 
 
 (e)
Debt discount amortization related to convertible debt
 
10,859

 
5,391

 
28,831

 
15,944

 (e)
Loss on early extinguishment of convertible debt
 

 

 

 
32

 (g)
Net income attributable to noncontrolling interests
 
(3,387
)
 
(3,387
)
 
(3,539
)
 
(2,520
)
 (j)
Impact on noncontrolling interests of certain other Non-GAAP adjustments
 
(127
)
 
(173
)
 
(923
)
 
(1,292
)
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP Other expense recorded below Operating income
 
$
(17,073
)
 
$
(2,695
)
 
$
(25,262
)
 
$
(13,846
)
 
 
 
 
 
 
 
 
 
 
RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,

 
2012
 
2011
 
2012
 
2011
 
 
 
 
 
 
 
 
 
 
 
GAAP Net income applicable to common stockholders
 
$
596,586

 
$
469,499

 
$
1,130,903

 
$
830,655

 
 
 
 
 
 
 
 
 
 
 (a)
Stock-based employee compensation
 
17,555

 
13,298

 
51,690

 
40,404

 (c)
Depreciation and amortization
 
16,007

 
13,957

 
47,513

 
40,087

 (d)
Interest income
 
(905
)
 
(2,526
)
 
(3,004
)
 
(6,075
)
 (d)
Interest expense
 
17,067

 
7,879

 
45,208

 
23,389

 (e)
Loss on early extinguishment of convertible debt
 

 

 

 
32

 (f)
Income tax expense
 
131,201

 
138,966

 
271,405

 
235,959

 (g)
Net income attributable to noncontrolling interests
 
3,387

 
3,387

 
3,539

 
2,520

 
 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA
 
$
780,898

 
$
644,460

 
$
1,547,254

 
$
1,166,971

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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priceline.com Incorporated
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
(In thousands, except per share data)

RECONCILIATION OF GAAP NET INCOME TO NON-GAAP NET INCOME
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2012
 
2011
 
2012
 
2011
 
 
 
 
 
 
 
 
 
 
 
GAAP Net income applicable to common stockholders
 
$
596,586

 
$
469,499

 
$
1,130,903

 
$
830,655

 
 
 
 
 
 
 
 
 
 
 (a)
Stock-based employee compensation
 
17,555

 
13,298

 
51,690

 
40,404

 (b)
Amortization of intangible assets in Depreciation and amortization
 
7,836

 
8,210

 
24,192

 
24,898

 (e)
Debt discount amortization related to convertible debt
 
10,859

 
5,391

 
28,831

 
15,944

 (e)
Loss on early extinguishment of convertible debt
 

 

 

 
32

 (h)
Adjustments for the tax impact of certain of the Non-GAAP adjustments and to exclude non-cash income taxes
 
5,527

 
16,325

 
28,999

 
34,030

 (i)
 Adjustment to income tax expense to exclude the benefit from the reversal of a reserve for unrecognized tax benefits
 

 

 

 
(12,528
)
 (j)
Impact on noncontrolling interests of certain other Non-GAAP adjustments
 
(127
)
 
(173
)
 
(923
)
 
(1,292
)
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP Net income applicable to common stockholders
 
$
638,236

 
$
512,550

 
$
1,263,692

 
$
932,143

 
 
 
 
 
 
 
 
 
 
RECONCILIATION OF GAAP TO NON-GAAP NET INCOME PER DILUTED COMMON SHARE
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,

 
2012
 
2011
 
2012
 
2011
 
 
 
 
 
 
 
 
 
 
 
GAAP weighted average number of diluted common shares outstanding
 
51,185

 
51,184

 
51,295

 
51,193

 (k)
Adjustment for restricted stock, restricted stock units and performance units
 
290

 
311

 
267

 
303

 
Non-GAAP weighted average number of diluted common shares outstanding
 
51,475

 
51,495

 
51,562

 
51,496

 
Net income applicable to common stockholders per diluted common share
 
 
 
 
 
 
 
 
 
GAAP
 
$
11.66

 
$
9.17

 
$
22.05

 
$
16.23

 
Non-GAAP
 
$
12.40

 
$
9.95

 
$
24.51

 
$
18.10


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 (a)
Stock-based employee compensation is recorded in Personnel expense.
 (b)
Amortization of intangible assets is recorded in Depreciation and amortization.
 (c)
Depreciation and amortization are excluded from Net income to calculate Adjusted EBITDA.
 (d)
Interest income and Interest expense are excluded from Net income to calculate Adjusted EBITDA.
 (e)
Non-cash interest expense related to the amortization of debt discount and loss on early debt extinguishment are recorded in Interest expense and Foreign currency transactions and other, respectively.
 (f)
Income tax expense is excluded from Net income to calculate Adjusted EBITDA.
 (g)
Net income attributable to noncontrolling interests is excluded from Net income to calculate Adjusted EBITDA.
 (h)
Adjustments for the tax impact of certain of the non-GAAP adjustments and to exclude non-cash income taxes.
 (i)
Adjustment to income tax expense to exclude the benefit related to the reversal of a reserve for unrecognized tax benefits attributable to tax positions taken in 2010.
 (j)
Impact of other non-GAAP adjustments on Net income attributable to noncontrolling interests.
 (k)
Additional shares of restricted common stock, restricted stock units and performance share units are included in the calculation of non-GAAP net income per share because non-GAAP net income has been adjusted to exclude stock-based compensation expense.
 
 For a more detailed discussion of the adjustments described above, please see the section in our press release entitled "Non-GAAP Financial Measures" which provides a definition and information about the use of non-GAAP financial measures.

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priceline.com Incorporated
Statistical Data
In millions
(Unaudited)
Gross Bookings
 
3Q10
 
4Q10
 
1Q11
 
2Q11
 
3Q11
 
4Q11
 
1Q12
 
2Q12
 
3Q12
International
 
$
2,885

 
$
2,363

 
$
3,536

 
$
4,472

 
$
4,989

 
$
3,912

 
$
5,451

 
$
5,952

 
$
6,473

Domestic
 
1,121

 
902

 
1,129

 
1,308

 
1,268

 
1,044

 
1,260

 
1,377

 
1,359

Total
 
$
4,006

 
$
3,265

 
$
4,665

 
$
5,780

 
$
6,257

 
$
4,956

 
$
6,712

 
$
7,329

 
$
7,831

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Agency
 
$
3,168

 
$
2,557

 
$
3,781

 
$
4,725

 
$
5,121

 
$
3,982

 
$
5,528

 
$
6,031

 
$
6,423

Merchant
 
838

 
708

 
884

 
1,055

 
1,136

 
973

 
1,184

 
1,298

 
1,408

Total
 
$
4,006

 
$
3,265

 
$
4,665

 
$
5,780

 
$
6,257

 
$
4,956

 
$
6,712

 
$
7,329

 
$
7,831

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year/Year Growth
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
International
 
67.3
 %
 
64.9
 %
 
79.0
%
 
98.2
%
 
72.9
%
 
65.5
%
 
54.2
%
 
33.1
 %
 
29.7
%
excluding F/X impact
 
78.0
 %
 
70.7
 %
 
78.1
%
 
78.5
%
 
61.4
%
 
66.9
%
 
58.0
%
 
44.3
 %
 
40.6
%
Domestic
 
12.2
 %
 
8.5
 %
 
14.1
%
 
13.4
%
 
13.1
%
 
15.8
%
 
11.7
%
 
5.3
 %
 
7.2
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Agency
 
48.7
 %
 
44.8
 %
 
59.3
%
 
76.1
%
 
61.6
%
 
55.7
%
 
46.2
%
 
27.6
 %
 
25.4
%
Merchant
 
41.4
 %
 
42.1
 %
 
49.5
%
 
45.1
%
 
35.6
%
 
37.5
%
 
34.0
%
 
23.1
 %
 
24.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
47.1
 %
 
44.2
 %
 
57.3
%
 
69.5
%
 
56.2
%
 
51.8
%
 
43.9
%
 
26.8
 %
 
25.2
%
excluding F/X impact
 
53.9
 %
 
47.9
 %
 
56.7
%
 
56.5
%
 
47.9
%
 
52.8
%
 
46.8
%
 
35.5
 %
 
33.8
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Units Sold
 
3Q10
 
4Q10
 
1Q11
 
2Q11
 
3Q11
 
4Q11
 
1Q12
 
2Q12
 
3Q12
Hotel Room-Nights
 
27.5

 
22.0

 
31.2

 
36.1

 
40.6

 
33.6

 
45.9

 
50.2

 
55.2

Year/Year Growth
 
54.1
 %
 
50.6
 %
 
55.8
%
 
55.6
%
 
47.4
%
 
52.8
%
 
47.0
%
 
39.1
 %
 
35.9
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rental Car Days
 
5.1

 
3.9

 
4.9

 
6.6

 
7.0

 
5.3

 
6.9

 
8.6

 
9.4

Year/Year Growth
 
97.3
 %
 
65.4
 %
 
64.7
%
 
54.6
%
 
35.6
%
 
34.3
%
 
40.6
%
 
29.4
 %
 
34.9
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Airline Tickets
 
1.5

 
1.3

 
1.6

 
1.7

 
1.6

 
1.4

 
1.6

 
1.7

 
1.7

Year/Year Growth
 
(4.6
)%
 
(2.3
)%
 
2.1
%
 
7.3
%
 
7.7
%
 
5.6
%
 
4.9
%
 
(1.8
)%
 
6.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3Q10
 
4Q10
 
1Q11
 
2Q11
 
3Q11
 
4Q11
 
1Q12
 
2Q12
 
3Q12
Revenue
 
$
1,001.8

 
$
731.3

 
$
809.3

 
$
1,102.7

 
$
1,452.8

 
$
990.8

 
$
1,037.2

 
$
1,326.8

 
$
1,706.3

Year/Year Growth
 
37.1
 %
 
35.0
 %
 
38.5
%
 
43.7
%
 
45.0
%
 
35.5
%
 
28.2
%
 
20.3
 %
 
17.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross Profit
 
$
666.2

 
$
478.4

 
$
505.8

 
$
749.2

 
$
1,100.1

 
$
724.7

 
$
743.3

 
$
1,004.1

 
$
1,396.5

Year/Year Growth
 
53.5
 %
 
52.8
 %
 
58.5
%
 
68.3
%
 
65.1
%
 
51.5
%
 
47.0
%
 
34.0
 %
 
26.9
%

Amounts may not total due to rounding.

Gross bookings is an operating and statistical metric that captures the total dollar value, generally inclusive of taxes and fees, of all travel services booked by our customers.



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