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Delaware
(State or other Jurisdiction of Incorporation or
Organization)
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06-1528493
(I.R.S. Employer Identification No.)
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800 Connecticut Avenue
Norwalk, Connecticut
(Address of Principal Executive Offices)
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06854
(Zip Code)
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Title of Each Class:
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Name of Each Exchange on which Registered:
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Common Stock, par value $0.008 per share
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The NASDAQ Global Select Market
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2.150% Senior Notes Due 2022
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New York Stock Exchange
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2.375% Senior Notes Due 2024
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New York Stock Exchange
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1.800% Senior Notes Due 2027
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Page No.
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•
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Commissions earned from facilitating reservations of accommodations, rental cars, cruises and other travel services;
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•
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Transaction gross profit and customer processing fees from our accommodation, rental car, airline ticket and vacation package reservation services;
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•
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Beginning on May 21, 2013, advertising revenues primarily earned by KAYAK from sending referrals to OTCs and travel service providers, as well as from advertising placements on KAYAK's websites and mobile apps;
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•
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Beginning on July 24, 2014, revenues recognized by OpenTable, which consist of reservation revenues (reservation fees paid by restaurants for diners seated through OpenTable's online reservation service), subscription fees for restaurant reservation management services and other revenues; and
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•
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Damage excess waiver fees, travel insurance fees and global distribution system ("GDS") reservation booking fees, in each case related to certain of our travel services.
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•
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Providing the best consumer experience
. We believe that offering consumers an outstanding online experience is essential for our future success. To accomplish this, we focus on providing consumers with: a variety of intuitive, easy-to-use online travel and restaurant reservation and search services; a continually increasing number, location and variety of accommodations available through our services: informative and useful content, such as pictures, accommodation details and reviews; and excellent customer service. For example, Booking.com increasingly provides reservation services for accommodations other than hotels, such as vacation rentals. Booking.com included over
850,000
properties on its website as of February 15, 2016, which included
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•
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Partnering with travel service providers and restaurants.
We aim to establish mutually beneficial relationships with travel service providers and restaurants around the world. We believe that travel service providers and restaurants can benefit from participating in our services by increasing their distribution channels, demand and inventory utilization in an efficient and cost-effective manner. Travel service providers and restaurants benefit from our well-known brands and online marketing efforts, expertise in offering an excellent consumer experience through our websites and mobile apps and ability to offer their inventory in markets and to consumers that the travel service provider or restaurant may be unable or unlikely to reach. For example, an independent hotel may not have the means or expertise to market itself to international travelers, including in other languages, to build and operate effective desktop and mobile websites and online reservation services, or to engage in sophisticated online marketing techniques. Further, we are increasingly providing services, other than reservations booked through our websites and mobile apps, designed to help our partners grow their business. For example, Booking.com's BookingSuite services are designed to offer accommodation providers with affordable and effective marketing and business analytics tools to help them attract guests and increase their profitability. Similarly, OpenTable is continuously working to improve its reservation management software services to help restaurants more effectively manage their reservations and more efficiently market their available tables to diners.
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•
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Maintaining multiple, independently managed brands.
We employ a strategy of operating multiple, independently managed brands, which we believe allows us the opportunity to offer our reservation services in ways that appeal to different consumers while maintaining an entrepreneurial, competitive spirit among our brands. We intend to invest resources to support organic growth by all of our brands, whether through increased advertising, geographic expansion, technology innovation or increased access to accommodations, rental cars, restaurants or other services. We also believe that by operating independently managed brands, we encourage innovation and experimentation by our brands, which allows us to more quickly discern and adapt to changing consumer behaviors and market dynamics. Although our brands are independently operated, we intend to continue to share best practices, access to services and customers across our brands. We believe that by promoting our brands worldwide, sharing accommodation reservation availability and customer flow, and applying our industry experiences across brands and markets, we can more effectively expand our reservation services globally and maintain and grow our position as a leading provider of worldwide online travel and restaurant reservation and related services.
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•
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Investing in profitable and sustainable growth.
Our strategy is to ensure that we offer online services that meet the needs and expectations of both consumers and travel service providers and restaurants and that we believe are or will be likely to result in long-term profitability and growth. We intend to accomplish this through continuous investment and innovation in growing our businesses in new and current markets, expanding our services and ensuring that we provide an appealing, intuitive and easy-to-use consumer experience through our websites and mobile applications. We also may pursue strategic transactions. For example, in 2013 we entered the meta-search business when we acquired KAYAK and in 2014 we entered the online restaurant reservation market when we acquired OpenTable. We regularly evaluate, and may pursue and consummate, other potential strategic acquisitions, partnerships, joint ventures or investments, whether to expand our businesses into complementary areas, expand our current businesses, acquire innovative technology or for other reasons. For example, in 2014 and 2015 we strengthened our commercial partnership with, and made significant financial investments in, Ctrip, a leading OTC operating primarily in China.
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•
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online travel reservation services such as Expedia, Hotels.com, Hotwire, Orbitz, Travelocity, Wotif, Cheaptickets, ebookers, HotelClub, RatesToGo, CarRentals.com and Venere, which are owned by Expedia; laterooms, which is owned by Tui Travel; Hotel Reservation Service (HRS) and hotel.de, which are owned by Hotel Reservation Service; and AutoEurope, Car Trawler, Ctrip (in which we hold a minority interest), eLong (in which Ctrip has acquired a significant minority ownership interest), MakeMyTrip, Webjet, Rakuten, Jalan, Hotel Urbano (in which we hold a minority interest), ViajaNet, Submarino Viagens, Despegar/Decolar, 17u.com, HotelTonight, Bookit.com, CheapOair, Mr. and Mrs. Smith and eDreams ODIGEO;
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•
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online accommodation search and/or reservation services, such as Airbnb and HomeAway (which is owned by Expedia), currently focused on vacation rental properties and other non-hotel accommodations, including individually owned properties;
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•
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large online companies, including search, social networking and marketplace companies such as Google, Facebook, Alibaba and Groupon;
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•
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traditional travel agencies, wholesalers and tour operators, many of which combine physical locations, telephone services and online services, such as Carlson Wagonlit, American Express, Thomas Cook and Tui Travel, as well as thousands of individual travel agencies around the world;
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•
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travel service providers such as accommodation providers, rental car companies and airlines, many of which have their own branded websites to which they drive business, including joint efforts by travel service providers such as Room Key, an online hotel reservation service owned by several major hotel companies;
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•
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online travel search and price comparison services (generally referred to as "meta-search" services), such as TripAdvisor, trivago (in which Expedia holds a majority ownership interest), Qunar (which is controlled by Ctrip), Skyscanner, HotelsCombined and Traveloka;
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•
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online restaurant reservation services, such as TripAdvisor's LaFourchette, Yelp's SeatMe, Zomato, Bookatable (which is owned by Michelin) and Quandoo (which is owned by Recruit); and
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•
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companies offering new rental car business models or car- or ride-sharing services that affect demand for rental cars, some of which have developed innovative technologies to improve efficiency of point-to-point transportation and extensively utilize mobile platforms, such as Uber, Lyft, Gett, Zipcar (which is owned by Avis), BlaBlaCar, Didi Kuaidi and Ola.
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•
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online travel reservation services such as Expedia, Hotels.com, Hotwire, Orbitz, Travelocity, Wotif, Cheaptickets, ebookers, HotelClub, RatesToGo, CarRentals.com and Venere, which are owned by Expedia; laterooms, which is owned by Tui Travel; Hotel Reservation Service (HRS) and hotel.de, which are owned by Hotel Reservation Service; and AutoEurope, Car Trawler, Ctrip (in which we hold a minority interest), eLong (in which Ctrip has acquired a significant minority ownership interest), MakeMyTrip, Webjet, Rakuten, Jalan, Hotel Urbano (in which we hold a minority interest), ViajaNet, Submarino Viagens, Despegar/Decolar, 17u.com, HotelTonight, Bookit.com, CheapOair, Mr. and Mrs. Smith and eDreams ODIGEO;
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•
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online accommodation search and/or reservation services, such as Airbnb and HomeAway (which is owned by Expedia), currently focused on vacation rental properties and other non-hotel accommodations, including individually owned properties;
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•
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large online companies, including search, social networking and marketplace companies such as Google, Facebook, Alibaba and Groupon;
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•
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traditional travel agencies, wholesalers and tour operators, many of which combine physical locations, telephone services and online services, such as Carlson Wagonlit, American Express, Thomas Cook and Tui Travel, as well as thousands of individual travel agencies around the world;
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•
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travel service providers such as accommodation providers, rental car companies and airlines, many of which have their own branded websites to which they drive business, including joint efforts by travel service providers such as Room Key, an online hotel reservation service owned by several major hotel companies;
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•
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online travel search and price comparison services (generally referred to as "meta-search" services), such as TripAdvisor, trivago (in which Expedia holds a majority ownership interest), Qunar (which is controlled by Ctrip), Skyscanner, HotelsCombined and Traveloka;
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•
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online restaurant reservation services, such as TripAdvisor's LaFourchette, Yelp's SeatMe, Zomato, Bookatable (which is owned by Michelin) and Quandoo (which is owned by Recruit); and
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•
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companies offering new rental car business models or car- or ride-sharing services that affect demand for rental cars, some of which have developed innovative technologies to improve efficiency of point-to-point transportation and extensively utilize mobile platforms, such as Uber, Lyft, Gett, Zipcar (which is owned by Avis), BlaBlaCar, Didi Kuaidi and Ola.
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•
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regulatory changes or other government actions;
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•
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additional complexity to comply with regulations in multiple jurisdictions, as well as overlapping or inconsistent legal regimes, in particular with respect to tax, labor, consumer protection, digital content, advertising, promotions, privacy and anti-trust laws;
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•
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our ability to repatriate funds held by our international subsidiaries to the United States at favorable tax rates;
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•
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difficulties in transferring funds from or converting currencies in certain countries; and
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•
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reduced protection for intellectual property rights in some countries.
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•
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requiring the dedication of a portion of our cash flow from operations to service our indebtedness, thereby reducing the amount of cash flow available for other purposes, including capital expenditures, share repurchases and acquisitions;
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•
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increased vulnerability to downturns in our business, to competitive pressures and to adverse changes in general economic and industry conditions;
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•
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decreased, or loss of, the ability to obtain additional financing on terms acceptable to us for working capital, capital expenditures, acquisitions, share repurchases or other general corporate purposes; and
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•
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decreased flexibility when planning for or reacting to changes in our business and industry.
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•
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operating results that vary from the expectations of securities analysts and investors;
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•
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quarterly variations in our operating results;
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•
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changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;
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•
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worldwide economic conditions in general and in Europe in particular;
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•
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fluctuations in currency exchange rates, particularly between the U.S. Dollar and the Euro;
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•
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announcements of technological innovations or new services by us or our competitors;
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•
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changes in our capital structure;
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•
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changes in market valuations of other Internet or online service companies;
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•
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announcements by us or our competitors of price reductions, promotions, significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
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•
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loss of a major travel service provider participant, such as a hotel chain, rental car company or airline, from our services;
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•
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changes in the status of our intellectual property rights;
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•
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lack of success in the expansion of our business models geographically;
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•
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announcements by third parties of significant claims or initiation of litigation proceedings against us or adverse developments in pending proceedings;
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•
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occurrences of a significant security breach;
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•
|
additions or departures of key personnel; and
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•
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trading volume fluctuations.
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•
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a third party will not have or obtain one or more patents that can prevent us from practicing features of our business or that will require us to pay for a license to use those features;
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•
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our operations do not or will not infringe valid, enforceable patents of third parties;
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•
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we can successfully defend our patents against challenges by third parties;
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•
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pending patent applications will result in the issuance of patents;
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•
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competitors or potential competitors will not devise new methods of competing with us that are not covered by our patents or patent applications;
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•
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because of variations in the application of our business model to each of our services, our patents will be effective in preventing one or more third parties from utilizing a copycat business model to offer the same service in one or more categories;
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•
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new prior art will not be discovered that may diminish the value of or invalidate an issued patent; or
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•
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legislative or judicial action will not directly or indirectly affect the scope and validity of any of our patent rights, including the ability to obtain and enforce so called "business method patents".
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2015
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|
High
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|
Low
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||||
|
|
|
|
|
||||
First Quarter
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$
|
1,264.00
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|
$
|
990.69
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Second Quarter
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|
1,280.97
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|
|
1,103.45
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||
Third Quarter
|
|
1,395.00
|
|
|
1,115.77
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Fourth Quarter
|
|
1,476.52
|
|
|
1,212.00
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|
2014
|
|
High
|
|
Low
|
||||
|
|
|
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|
||||
First Quarter
|
|
$
|
1,378.96
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|
|
$
|
1,103.90
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|
Second Quarter
|
|
1,292.66
|
|
|
1,087.26
|
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||
Third Quarter
|
|
1,329.90
|
|
|
1,139.27
|
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||
Fourth Quarter
|
|
1,229.00
|
|
|
1,017.28
|
|
Measurement Point
December 31
|
|
The Priceline Group Inc.
|
|
NASDAQ
Composite Index
|
|
S&P 500
Index
|
|
RDG Internet
Composite
|
||||
|
|
|
|
|
|
|
|
|
||||
2010
|
|
100.00
|
|
|
100.00
|
|
|
100.00
|
|
|
100.00
|
|
2011
|
|
117.06
|
|
|
100.53
|
|
|
102.11
|
|
|
102.11
|
|
2012
|
|
155.27
|
|
|
116.92
|
|
|
118.45
|
|
|
122.23
|
|
2013
|
|
290.93
|
|
|
166.19
|
|
|
156.82
|
|
|
199.42
|
|
2014
|
|
285.37
|
|
|
188.78
|
|
|
178.29
|
|
|
195.42
|
|
2015
|
|
319.10
|
|
|
199.95
|
|
|
180.75
|
|
|
267.25
|
|
|
||||||||||||||||
Period
|
|
(a) Total Number
of Shares (or
Units) Purchased
|
|
(b) Average
Price Paid per
Share (or Unit)
|
|
(c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
(d) Maximum
Number (or
Approximate Dollar Value)
of Shares (or Units)
that May
Yet Be Purchased
Under the
Plans or Programs
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
October 1, 2015 —
|
|
397,038
|
|
(1)
|
$
|
1,308.60
|
|
|
397,038
|
|
|
$
|
229,261,810
|
|
|
(1)
|
October 31, 2015
|
|
335
|
|
(2)
|
$
|
1,352.60
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||
November 1, 2015 —
|
|
179,588
|
|
(1)
|
$
|
1,276.37
|
|
|
179,588
|
|
|
$
|
41,029
|
|
|
(1)
|
November 30, 2015
|
|
1,863
|
|
(2)
|
$
|
1,325.08
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
December 1, 2015 —
|
|
—
|
|
(1)
|
$
|
—
|
|
|
—
|
|
|
$
|
41,029
|
|
|
(1)
|
December 31, 2015
|
|
1,188
|
|
(2)
|
$
|
1,289.16
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
Total
|
|
580,012
|
|
|
$
|
1,298.66
|
|
|
576,626
|
|
|
$
|
41,029
|
|
|
|
(1)
|
Pursuant to a stock repurchase program announced on February 19, 2015, whereby the Company was authorized to repurchase up to $3,000,000,000 of its common stock.
|
(2)
|
Pursuant to a general authorization, not publicly announced, whereby the Company is authorized to repurchase shares of its common stock to satisfy employee withholding tax obligations related to stock-based compensation.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
(3)(4)
|
|
2013
(3)(4)
|
|
2012
(3)(4)
|
|
2011
(3)(4)
|
||||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
9,223,987
|
|
|
$
|
8,441,971
|
|
|
$
|
6,793,306
|
|
|
$
|
5,260,956
|
|
|
$
|
4,355,610
|
|
Cost of revenues
|
632,180
|
|
|
857,841
|
|
|
1,077,420
|
|
|
1,177,275
|
|
|
1,275,730
|
|
|||||
Gross profit
|
8,591,807
|
|
|
7,584,130
|
|
|
5,715,886
|
|
|
4,083,681
|
|
|
3,079,880
|
|
|||||
Total operating expenses
|
5,332,900
|
|
|
4,510,818
|
|
|
3,303,472
|
|
|
2,253,888
|
|
|
1,680,958
|
|
|||||
Operating income
|
3,258,907
|
|
|
3,073,312
|
|
|
2,412,414
|
|
|
1,829,793
|
|
|
1,398,922
|
|
|||||
Total other expense
|
130,587
|
|
|
83,864
|
|
|
115,877
|
|
|
67,924
|
|
|
31,128
|
|
|||||
Income tax expense
|
576,960
|
|
|
567,695
|
|
|
403,739
|
|
|
337,832
|
|
|
308,663
|
|
|||||
Net income
|
2,551,360
|
|
|
2,421,753
|
|
|
1,892,798
|
|
|
1,424,037
|
|
|
1,059,131
|
|
|||||
Net income attributable to noncontrolling interests
(1)
|
—
|
|
|
—
|
|
|
135
|
|
|
4,471
|
|
|
2,760
|
|
|||||
Net income applicable to common stockholders
|
2,551,360
|
|
|
2,421,753
|
|
|
1,892,663
|
|
|
1,419,566
|
|
|
1,056,371
|
|
|||||
Net income applicable to common stockholders per basic common share
|
50.09
|
|
|
46.30
|
|
|
37.17
|
|
|
28.48
|
|
|
21.27
|
|
|||||
Net income applicable to common stockholders per diluted share
|
49.45
|
|
|
45.67
|
|
|
36.11
|
|
|
27.66
|
|
|
20.63
|
|
|||||
Total assets
(3)(4)
|
17,420,575
|
|
|
14,770,977
|
|
|
10,428,543
|
|
|
6,547,771
|
|
|
3,964,165
|
|
|||||
Long-term obligations, redeemable noncontrolling interests
(2)(3)(4)
|
7,185,796
|
|
|
4,862,730
|
|
|
2,289,039
|
|
|
1,710,194
|
|
|
784,417
|
|
|||||
Total liabilities
(3)(4)
|
8,625,106
|
|
|
6,203,954
|
|
|
3,510,281
|
|
|
2,435,854
|
|
|
1,185,465
|
|
|||||
Total stockholders' equity
|
8,795,469
|
|
|
8,566,694
|
|
|
6,909,729
|
|
|
3,896,975
|
|
|
2,574,295
|
|
(1)
|
Redeemable noncontrolling interests relates to the Company's purchase of rentalcars.com in May 2010. In April 2011, in connection with the exercise of certain call and put options in March 2011, the redeemable noncontrolling interests in rentalcars.com were reduced from 24.4% to 19.0%. In April 2012, in connection with the exercise of certain call and put options in March 2012, the redeemable noncontrolling interests in rentalcars.com were reduced from 19.0% to 12.7%. In April 2013, in connection with the exercise of certain call and put options in March 2013, the Company purchased the remaining outstanding shares underlying the redeemable noncontrolling interests.
|
(2)
|
Includes convertible debt which is classified as a current liability from 2011 through 2014.
|
(3)
|
Includes adjustments to current and noncurrent deferred taxes as a result of the early adoption of the accounting update issued by the Financial Accounting Standards Board (“FASB”) in November 2015, which requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet. The adoption of this accounting update in the fourth quarter of 2015 resulted in decreases of $143.7 million, $1.5 million and $1.2 million at December 31, 2014, 2013 and 2012, respectively, and an increase of $0.6 million at December 31, 2011, in both total assets and total liabilities.
|
(4)
|
Includes reclassifications related to unamortized debt issuance costs as a result of the early adoption of the accounting update issued by FASB in April 2015, which requires debt issuance costs to be presented in the balance sheets as a direct deduction from the related debt liability rather than as an asset. The adoption of this accounting update in the fourth quarter of 2015 resulted in decreases of $25.9 million, $14.5 million, $20.8 million and $7.1 million at December 31, 2014, 2013, 2012 and 2011, respectively, in total assets, long-term obligations and total liabilities. See Note
2
to the Consolidated Financial Statements for further information on this new accounting update.
|
•
|
Commissions earned from facilitating reservations of accommodations, rental cars, cruises and other travel services;
|
•
|
Transaction gross profit and customer processing fees from our accommodation, rental car, airline ticket and vacation package reservation services;
|
•
|
Beginning on May 21, 2013, advertising revenues primarily earned by KAYAK from sending referrals to OTCs and travel service providers, as well as from advertising placements on KAYAK's websites and mobile apps;
|
•
|
Beginning on July 24, 2014, revenues recognized by OpenTable, which consist of reservation revenues (reservation fees paid by restaurants for diners seated through OpenTable's online reservation service), subscription fees for restaurant reservation management services and other revenues; and
|
•
|
Damage excess waiver fees, travel insurance fees and global distribution system ("GDS") reservation booking fees, in each case related to certain of our travel services.
|
•
|
online travel reservation services such as those owned by Expedia (including Travelocity and Orbitz), Ctrip (in which we hold a minority interest), Rakuten, eDreams ODIGEO and Jalan;
|
•
|
online accommodation search and/or reservation services, such as Airbnb and HomeAway (which is owned by Expedia), currently focused on vacation rental properties and other non-hotel accommodations, including individually owned properties;
|
•
|
large online companies, including search, social networking and marketplace companies such as Google, Facebook, Alibaba and Groupon;
|
•
|
traditional travel agencies, wholesalers and tour operators, such as Carlson Wagonlit, American Express, Thomas Cook and Tui Travel, as well as thousands of individual travel agencies around the world;
|
•
|
travel service providers such as accommodation providers, rental car companies and airlines;
|
•
|
online travel search and price comparison services (generally referred to as "meta-search" services), such as TripAdvisor, trivago (in which Expedia holds a majority ownership interest), Qunar (which is controlled by Ctrip) and HotelsCombined;
|
•
|
online restaurant reservation services, such as TripAdvisor's LaFourchette, Yelp's SeatMe and Zomato; and
|
•
|
companies offering new rental car business models or car- or ride-sharing services that affect demand for rental cars, some of which have developed innovative technologies to improve efficiency of point-to-point transportation and extensively utilize mobile platforms, such as Uber, Lyft and Zipcar.
|
•
|
Stock-Based Compensation.
We record stock-based compensation expense for equity-based awards over the recipient's service period based upon the grant date fair value of the award. A number of our equity awards have performance targets (a performance "contingency") which, if satisfied, can increase the number of shares issued to the recipients at the end of the performance period or, in certain instances, if not satisfied, reduce the number of shares issued to the recipients, sometimes to zero, at the end of the performance period. The performance periods for our performance based equity awards are typically three years. We record stock-based compensation expense for these performance-based awards based upon our estimate of the probable outcome at the end of the performance period (i.e., the estimated performance against the performance targets). We periodically adjust the cumulative stock-based compensation recorded when the probable outcome for these performance-based awards is updated based upon changes in actual and forecasted operating results. Stock-based compensation for the years ended
December 31, 2015
,
2014
and
2013
includes charges amounting to
$22.6 million
,
$20.6 million
and
$24.1 million
, respectively, representing the impact of adjusting the estimated probable outcome of unvested performance share units. Our actual performance against the performance targets could differ materially from our estimates.
|
•
|
Valuation of Goodwill, Long-Lived Assets and Intangibles
. The application of the purchase method of accounting for business combinations requires the use of significant estimates and assumptions to determine the fair value of the assets acquired and liabilities assumed. Our estimates of the fair value are based upon assumptions that we believe are reasonable and, when we deem appropriate, include assistance from a third party valuation firm. The purchase price consideration is allocated to the assets acquired and liabilities assumed based on their respective fair values at the acquisition date. The excess of the purchase price consideration over the net of the amounts allocated to the assets acquired and liabilities assumed is recognized as goodwill. Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date.
|
•
|
Income Taxes.
We determine our tax expense based on our income and statutory tax rates applicable in the various jurisdictions in which we operate. Due to the complex nature of tax legislation and frequent changes with such associated legislation, significant judgment is required in computing our tax expense and determining our tax positions. We regularly review our deferred tax assets for recoverability considering historical profitability, projected future taxable income, the expected timing of the reversals of temporary differences, and tax planning strategies and record valuation allowances as required.
|
•
|
Agency revenues are derived from travel-related transactions where we are not the merchant of record and where the prices of the travel services are determined by third parties. Agency revenues include travel commissions, GDS reservation booking fees related to certain travel services, travel insurance fees and customer processing fees and are reported at the net amounts received, without any associated cost of revenue. Substantially all of the revenue for Booking.com is agency revenue comprised of travel commissions.
|
•
|
Merchant revenues are derived from services where we are the merchant of record and therefore charge the customer's credit card for the travel services provided. Merchant revenues include (1) transaction net revenues (i.e., to the extent applicable, the amount charged to a customer, less the amount charged to us by travel service providers) in connection with (a) the accommodation reservations provided through our merchant price-disclosed hotel reservation services at agoda.com, priceline.com and Booking.com and (b) the reservations provided through our merchant rental car service at rentalcars.com and
Express Deals
®
reservation services at priceline.com; (2) transaction revenues representing the price of
Name Your Own Price
®
hotel, rental car and airline ticket reservations and vacation packages charged to a customer (with a corresponding travel service provider cost recorded in cost of revenues); (3) customer processing fees charged in connection with (a) priceline.com's
Express Deals
®
and
Name Your Own Price
®
reservation services and (b) merchant retail hotel reservation services at priceline.com and agoda.com; and (4) ancillary fees, including damage excess waiver and travel insurance fees and GDS reservation booking fees related to certain of the services listed above.
|
•
|
Advertising and other revenues are derived primarily from (1) revenues earned by KAYAK for (a) sending referrals to OTCs and travel service providers and (b) advertising placements on KAYAK's websites and mobile apps; (2) revenues earned by OpenTable for (a) reservation fees (reservation fees paid by restaurants for diners seated through OpenTable's online reservation service) and (b) subscription fees earned by OpenTable for restaurant reservation management services; (3) revenues earned by priceline.com for advertising on its websites; and (4) revenues generated by Booking.com's BookingSuite branded accommodation marketing and business analytics services. Revenue from KAYAK is net of intercompany revenues earned by KAYAK from other Priceline Group brands.
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in thousands)
|
|
|
|||||||
|
2015
|
|
2014
|
|
Change
|
|||||
Agency Revenues
|
$
|
6,527,898
|
|
|
$
|
5,845,802
|
|
|
11.7
|
%
|
Merchant Revenues
|
2,082,973
|
|
|
2,186,054
|
|
|
(4.7
|
)%
|
||
Advertising and Other Revenues
|
613,116
|
|
|
410,115
|
|
|
49.5
|
%
|
||
Total Revenues
|
$
|
9,223,987
|
|
|
$
|
8,441,971
|
|
|
9.3
|
%
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in thousands)
|
|
|
|||||||
|
2015
|
|
2014
|
|
Change
|
|||||
Cost of Revenues
|
$
|
632,180
|
|
|
$
|
857,841
|
|
|
(26.3
|
)%
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in thousands)
|
|
|
|||||||
|
2015
|
|
2014
|
|
Change
|
|||||
Gross Profit
|
$
|
8,591,807
|
|
|
$
|
7,584,130
|
|
|
13.3
|
%
|
Gross Margin
|
93.1
|
%
|
|
89.8
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in thousands)
|
|
|
|||||||
|
2015
|
|
2014
|
|
Change
|
|||||
Online Advertising
|
$
|
2,797,237
|
|
|
$
|
2,360,221
|
|
|
18.5
|
%
|
% of Total Gross Profit
|
32.6
|
%
|
|
31.1
|
%
|
|
|
|
||
Offline Advertising
|
$
|
214,685
|
|
|
$
|
231,309
|
|
|
(7.2
|
)%
|
% of Total Gross Profit
|
2.5
|
%
|
|
3.0
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in thousands)
|
|
|
|||||||
|
2015
|
|
2014
|
|
Change
|
|||||
Sales and Marketing
|
$
|
353,221
|
|
|
$
|
310,910
|
|
|
13.6
|
%
|
% of Total Gross Profit
|
4.1
|
%
|
|
4.1
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in thousands)
|
|
|
|||||||
|
2015
|
|
2014
|
|
Change
|
|||||
Personnel
|
$
|
1,166,226
|
|
|
$
|
950,191
|
|
|
22.7
|
%
|
% of Total Gross Profit
|
13.6
|
%
|
|
12.5
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in thousands)
|
|
|
|||||||
|
2015
|
|
2014
|
|
Change
|
|||||
General and Administrative
|
$
|
415,420
|
|
|
$
|
352,869
|
|
|
17.7
|
%
|
% of Total Gross Profit
|
4.8
|
%
|
|
4.7
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in thousands)
|
|
|
|||||||
|
2015
|
|
2014
|
|
Change
|
|||||
Information Technology
|
$
|
113,617
|
|
|
$
|
97,498
|
|
|
16.5
|
%
|
% of Total Gross Profit
|
1.3
|
%
|
|
1.3
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in thousands)
|
|
|
|||||||
|
2015
|
|
2014
|
|
Change
|
|||||
Depreciation and Amortization
|
$
|
272,494
|
|
|
$
|
207,820
|
|
|
31.1
|
%
|
% of Total Gross Profit
|
3.2
|
%
|
|
2.7
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in thousands)
|
|
|
|||||||
|
2015
|
|
2014
|
|
Change
|
|||||
Interest Income
|
$
|
55,729
|
|
|
$
|
13,933
|
|
|
300.0
|
%
|
Interest Expense
|
(160,229
|
)
|
|
(88,353
|
)
|
|
81.4
|
%
|
||
Foreign Currency Transactions and Other
|
(26,087
|
)
|
|
(9,444
|
)
|
|
176.2
|
%
|
||
Total
|
$
|
(130,587
|
)
|
|
$
|
(83,864
|
)
|
|
55.7
|
%
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in thousands)
|
|
|
|||||||
|
2015
|
|
2014
|
|
Change
|
|||||
Income Tax Expense
|
$
|
576,960
|
|
|
$
|
567,695
|
|
|
1.6
|
%
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in thousands)
|
|
|
|||||||
|
2014
|
|
2013
|
|
Change
|
|||||
Agency Revenues
|
$
|
5,845,802
|
|
|
$
|
4,410,689
|
|
|
32.5
|
%
|
Merchant Revenues
|
2,186,054
|
|
|
2,211,474
|
|
|
(1.1
|
)%
|
||
Advertising and Other Revenues
|
410,115
|
|
|
171,143
|
|
|
139.6
|
%
|
||
Total Revenues
|
$
|
8,441,971
|
|
|
$
|
6,793,306
|
|
|
24.3
|
%
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in thousands)
|
|
|
|||||||
|
2014
|
|
2013
|
|
Change
|
|||||
Cost of Revenues
|
$
|
857,841
|
|
|
$
|
1,077,420
|
|
|
(20.4
|
)%
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in thousands)
|
|
|
|||||||
|
2014
|
|
2013
|
|
Change
|
|||||
Gross Profit
|
$
|
7,584,130
|
|
|
$
|
5,715,886
|
|
|
32.7
|
%
|
Gross Margin
|
89.8
|
%
|
|
84.1
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in thousands)
|
|
|
|||||||
|
2014
|
|
2013
|
|
Change
|
|||||
Online Advertising
|
$
|
2,360,221
|
|
|
$
|
1,798,645
|
|
|
31.2
|
%
|
% of Total Gross Profit
|
31.1
|
%
|
|
31.5
|
%
|
|
|
|
||
Offline Advertising
|
$
|
231,309
|
|
|
$
|
127,459
|
|
|
81.5
|
%
|
% of Total Gross Profit
|
3.0
|
%
|
|
2.2
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in thousands)
|
|
|
|||||||
|
2014
|
|
2013
|
|
Change
|
|||||
Sales and Marketing
|
$
|
310,910
|
|
|
$
|
235,817
|
|
|
31.8
|
%
|
% of Total Gross Profit
|
4.1
|
%
|
|
4.1
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in thousands)
|
|
|
|||||||
|
2014
|
|
2013
|
|
Change
|
|||||
Personnel
|
$
|
950,191
|
|
|
$
|
698,692
|
|
|
36.0
|
%
|
% of Total Gross Profit
|
12.5
|
%
|
|
12.2
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in thousands)
|
|
|
|||||||
|
2014
|
|
2013
|
|
Change
|
|||||
General and Administrative
|
$
|
352,869
|
|
|
$
|
252,994
|
|
|
39.5
|
%
|
% of Total Gross Profit
|
4.7
|
%
|
|
4.4
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in thousands)
|
|
|
|||||||
|
2014
|
|
2013
|
|
Change
|
|||||
Information Technology
|
$
|
97,498
|
|
|
$
|
71,890
|
|
|
35.6
|
%
|
% of Total Gross Profit
|
1.3
|
%
|
|
1.3
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in thousands)
|
|
|
|||||||
|
2014
|
|
2013
|
|
Change
|
|||||
Depreciation and Amortization
|
$
|
207,820
|
|
|
$
|
117,975
|
|
|
76.2
|
%
|
% of Total Gross Profit
|
2.7
|
%
|
|
2.1
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in thousands)
|
|
|
|||||||
|
2014
|
|
2013
|
|
Change
|
|||||
Interest Income
|
$
|
13,933
|
|
|
$
|
4,167
|
|
|
234.4
|
%
|
Interest Expense
|
(88,353
|
)
|
|
(83,289
|
)
|
|
6.1
|
%
|
||
Foreign Currency Transactions and Other
|
(9,444
|
)
|
|
(36,755
|
)
|
|
(74.3
|
)%
|
||
Total
|
$
|
(83,864
|
)
|
|
$
|
(115,877
|
)
|
|
(27.6
|
)%
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in thousands)
|
|
|
|||||||
|
2014
|
|
2013
|
|
Change
|
|||||
Income Tax Expense
|
$
|
567,695
|
|
|
$
|
403,739
|
|
|
40.6
|
%
|
|
Year Ended December 31,
|
|
|
||||||
|
(in thousands)
|
|
|
||||||
|
2014
|
|
2013
|
|
Change
|
||||
Net Income Attributable to Noncontrolling Interests
|
$
|
—
|
|
|
$
|
135
|
|
|
NA
|
|
|
Payments due by Period (in thousands)
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less than
1 Year
|
|
1 to 3
Years
|
|
3 to 5 Years
|
|
More than 5 Years
|
||||||||||
Operating lease obligations
|
|
$
|
465,528
|
|
|
$
|
92,552
|
|
|
$
|
151,874
|
|
|
$
|
114,243
|
|
|
$
|
106,859
|
|
Senior Notes
(1)
|
|
7,347,065
|
|
|
103,658
|
|
|
1,202,315
|
|
|
1,185,565
|
|
|
4,855,527
|
|
|||||
Revolving credit facility
(2)
|
|
11,926
|
|
|
3,146
|
|
|
5,049
|
|
|
3,731
|
|
|
—
|
|
|||||
Earnout - acquisition
|
|
9,170
|
|
|
—
|
|
|
—
|
|
|
9,170
|
|
|
—
|
|
|||||
Total
(3)
|
|
$
|
7,833,689
|
|
|
$
|
199,356
|
|
|
$
|
1,359,238
|
|
|
$
|
1,312,709
|
|
|
$
|
4,962,386
|
|
(1)
|
Represents the aggregate principal amount of our Senior Notes outstanding as of
December 31, 2015
and cumulative interest to maturity of $858 million. Convertible debt does not reflect the market value in excess of the outstanding principal amount because we can settle the conversion premium amount in cash or shares of common stock at our option. See Note
10
to the Consolidated Financial Statements.
|
(2)
|
Represents fees on uncommitted funds and outstanding letters of credit as of
December 31, 2015
.
|
(3)
|
We reported "Other long-term liabilities" of
$135 million
on the Consolidated Balance Sheet at
December 31, 2015
, of which approximately $43 million related to deferred rents, approximately $42 million related to unrecognized tax benefits (see Note
14
to the Consolidated Financial Statements) and approximately
$27 million
related to our accrual for the potential resolution of issues related to travel transaction taxes (see Note
15
to the Consolidated Financial Statements). A variety of factors could affect the timing of payments for the liabilities related to travel transaction taxes and unrecognized tax benefits. We believe that these matters will likely not be resolved in the next twelve months and accordingly we have classified the estimated liability as non-current in the Consolidated Balance Sheet. Therefore, we have excluded long-term liabilities of $126 million from the contractual obligations table above because we cannot reasonably estimate the timing of such payments or the liability related to deferred rents, which represents the difference in rent expense recognized in the income statements and rent payments related to operating leases.
|
•
|
should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
|
•
|
may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which
disclosures
are
not necessarily reflected in the agreement;
|
•
|
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
|
•
|
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
|
Exhibit Number
|
Description
|
2.1(a)
|
Agreement and Plan of Merger, dated as of June 12, 2014, by and among OpenTable, Inc., the Registrant and Rhombus, Inc.
|
3.1(b)
|
Restated Certificate of Incorporation of the Registrant.
|
3.2(c)
|
Amended and Restated By-Laws of the Registrant.
|
4.1
|
Reference is hereby made to Exhibits 3.1 and 3.2.
|
4.2(d)
|
Specimen Certificate for Registrant's Common Stock.
|
4.3(e)
|
Indenture, dated as of March 12, 2012, between the Registrant and American Stock Transfer & Trust Company, LLC as Trustee.
|
4.4(f)
|
Indenture, dated as of June 4, 2013, between the Registrant and American Stock Transfer & Trust Company, LLC as Trustee.
|
4.5(g)
|
Indenture, dated as of August 20, 2014, between the Registrant and American Stock Transfer & Trust Company, LLC as Trustee.
|
4.6(h)
|
Indenture for the 2.375% Senior Notes due 2024, 1.800% Senior Notes due 2027, 3.650% Senior Notes due 2025 and 2.15% Senior Notes due 2022, between the Registrant and Deutsche Bank Trust Company Americas, as Trustee.
|
4.7(i)
|
Form of 2.375% Senior Note due 2024.
|
4.8(j)
|
Officers' Certificate, dated September 23, 2014, for the 2.375% Senior Notes due 2024.
|
+
|
Indicates a management contract or compensatory plan or arrangement.
|
|
|
(a)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on June 13, 2014 (File No. 0-25581).
|
(b)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on July 18, 2014 (File No. 0-25581).
|
(c)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on November 9, 2015 (File No. 1-36691).
|
(d)
|
Previously filed as an exhibit to Amendment No. 2 to Registration Statement on Form S-1 filed on March 18, 1999 (File No. 333-69657).
|
(e)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on March 12, 2012 (File No. 0-25581).
|
(f)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on June 4, 2013 (File No. 0-25581).
|
(g)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on August 20, 2014 (File No. 0-25581).
|
(h)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on November 25, 2015 (File No. 1-36691).
|
(i)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on September 22, 2014 (File No. 0-25581).
|
(j)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on September 26, 2014 (File No. 0-25581).
|
(k)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on March 2, 2015 (File No. 1-36691).
|
(l)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on March 4, 2015 (File No. 1-36691).
|
(m)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on March 12, 2015 (File No. 1-36691).
|
(n)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on March 13, 2015 (File No. 1-36691).
|
(o)
|
Previously filed as an exhibit to the Current Report on Form 8‑K filed on June 6, 2013 (File No. 0-25581).
|
(p)
|
Previously filed as an exhibit to the Current Report on Form 8‑K filed on November 8, 2005 (File No. 0-25581).
|
(q)
|
Previously filed as an exhibit to the Current Report on Form 8‑K filed on March 9, 2011 (File No. 0-25581).
|
(r)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on March 4, 2013 (File No. 0-25581).
|
(s)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on March 7, 2014 (File No. 0-25581).
|
(t)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on March 6, 2015 (File No. 1-36691).
|
(u)
|
Previously filed as an exhibit to the Annual Report on Form 10-K filed for the year ended December 31, 2014 (File No. 1-36691).
|
(v)
|
Previously filed as an exhibit to the Quarterly Report on Form 10-Q filed for the quarter ended September 30, 2014 (File No. 1-36691).
|
(w)
|
Previously filed as an exhibit to the Registration Statement on Form S-8 filed on June 13, 2014 (File No. 333-196756).
|
(x)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on November 8, 2013 (File No. 0-25581).
|
(y)
|
Previously filed as an exhibit to the Quarterly Report on Form 10-Q filed for the quarter ended September 30, 2011 (File No. 0-25581).
|
(z)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on October 21, 2005 (File No. 0-25581).
|
(aa)
|
Previously filed as an exhibit to the Annual Report on Form 10-K filed for the year ended December 31, 2008 (File No. 0-25581).
|
(bb)
|
Previously filed as an exhibit to our Current Report on Form 8-K filed on April 24, 2015 (File No. 1-36691).
|
(cc)
|
Previously filed as an exhibit to the Quarterly Report on Form 10-Q filed for the quarter ended March 31, 2015 (File No. 1-36691).
|
(dd)
|
Previously filed as an exhibit to our Current Report on Form 8-K filed on June 24, 2015 (File No. 1-36691).
|
(ee)
|
This document is being furnished in accordance with SEC Release Nos. 33‑8212 and 34‑47551.
|
|
THE PRICELINE GROUP INC.
|
||
|
|
|
|
|
By:
|
/s/ Darren R. Huston
|
|
|
|
Name:
|
Darren R. Huston
|
|
|
Title:
|
President and Chief Executive Officer
|
|
|
Date:
|
February 17, 2016
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
/s/ Jeffery H. Boyd
|
|
Director, Chairman of the Board
|
|
February 17, 2016
|
Jeffery H. Boyd
|
|
|
|
|
|
|
|
|
|
/s/ Darren R. Huston
|
|
President, Chief Executive Officer and Director
|
|
February 17, 2016
|
Darren R. Huston
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Daniel J. Finnegan
|
|
Chief Financial Officer and Chief Accounting
|
|
February 17, 2016
|
Daniel J. Finnegan
|
|
Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Timothy M. Armstrong
|
|
Director
|
|
February 17, 2016
|
Timothy M. Armstrong
|
|
|
|
|
|
|
|
|
|
/s/ Howard W. Barker, Jr.
|
|
Director
|
|
February 17, 2016
|
Howard W. Barker, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Jan L. Docter
|
|
Director
|
|
February 17, 2016
|
Jan L. Docter
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey E. Epstein
|
|
Director
|
|
February 17, 2016
|
Jeffrey E. Epstein
|
|
|
|
|
|
|
|
|
|
/s/ James M. Guyette
|
|
Director
|
|
February 17, 2016
|
James M. Guyette
|
|
|
|
|
|
|
|
|
|
/s/ Charles H. Noski
|
|
Director
|
|
February 17, 2016
|
Charles H. Noski
|
|
|
|
|
|
|
|
|
|
/s/ Nancy B. Peretsman
|
|
Director
|
|
February 17, 2016
|
Nancy B. Peretsman
|
|
|
|
|
|
|
|
|
|
/s/ Thomas E. Rothman
|
|
Director
|
|
February 17, 2016
|
Thomas E. Rothman
|
|
|
|
|
|
|
|
|
|
/s/ Craig W. Rydin
|
|
Director
|
|
February 17, 2016
|
Craig W. Rydin
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
Lynn M. Vojvodich
|
|
|
|
|
|
Page No.
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Balance Sheets for the years ended December 31, 2015 and 2014
|
|
|
|
Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013
|
|
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013
|
|
|
|
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2015, 2014 and 2013
|
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
See Note 2
|
||||
ASSETS
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
1,477,265
|
|
|
$
|
3,148,651
|
|
Restricted cash
|
|
806
|
|
|
843
|
|
||
Short-term investments
|
|
1,171,246
|
|
|
1,142,182
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $15,014 and $14,212, respectively
|
|
645,169
|
|
|
643,894
|
|
||
Prepaid expenses and other current assets
|
|
258,751
|
|
|
178,050
|
|
||
Total current assets
|
|
3,553,237
|
|
|
5,113,620
|
|
||
Property and equipment, net
|
|
274,786
|
|
|
198,953
|
|
||
Intangible assets, net
|
|
2,167,533
|
|
|
2,334,761
|
|
||
Goodwill
|
|
3,375,000
|
|
|
3,326,474
|
|
||
Long-term investments
|
|
7,931,363
|
|
|
3,755,653
|
|
||
Other assets
|
|
118,656
|
|
|
41,516
|
|
||
Total assets
|
|
$
|
17,420,575
|
|
|
$
|
14,770,977
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
322,842
|
|
|
$
|
281,480
|
|
Accrued expenses and other current liabilities
|
|
681,587
|
|
|
599,515
|
|
||
Deferred merchant bookings
|
|
434,881
|
|
|
460,558
|
|
||
Convertible debt
|
|
—
|
|
|
37,150
|
|
||
Total current liabilities
|
|
1,439,310
|
|
|
1,378,703
|
|
||
Deferred income taxes
|
|
892,576
|
|
|
897,848
|
|
||
Other long-term liabilities
|
|
134,777
|
|
|
103,533
|
|
||
Long-term debt
|
|
6,158,443
|
|
|
3,823,870
|
|
||
Total liabilities
|
|
8,625,106
|
|
|
6,203,954
|
|
||
|
|
|
|
|
|
|
||
Commitments and Contingencies
(See Note 15)
|
|
|
|
|
|
|
||
Convertible debt
|
|
—
|
|
|
329
|
|
||
|
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
|
|
|
||
Common stock, $0.008 par value, authorized 1,000,000,000 shares, 62,039,516 and 61,821,097 shares issued, respectively
|
|
482
|
|
|
480
|
|
||
Treasury stock, 12,427,945 and 9,888,024, respectively
|
|
(5,826,640
|
)
|
|
(2,737,585
|
)
|
||
Additional paid-in capital
|
|
5,184,910
|
|
|
4,923,196
|
|
||
Accumulated earnings
|
|
9,191,865
|
|
|
6,640,505
|
|
||
Accumulated other comprehensive
income (loss)
|
|
244,852
|
|
|
(259,902
|
)
|
||
Total stockholders' equity
|
|
8,795,469
|
|
|
8,566,694
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
17,420,575
|
|
|
$
|
14,770,977
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Agency revenues
|
$
|
6,527,898
|
|
|
$
|
5,845,802
|
|
|
$
|
4,410,689
|
|
Merchant revenues
|
2,082,973
|
|
|
2,186,054
|
|
|
2,211,474
|
|
|||
Advertising and other revenues
|
613,116
|
|
|
410,115
|
|
|
171,143
|
|
|||
Total revenues
|
9,223,987
|
|
|
8,441,971
|
|
|
6,793,306
|
|
|||
Cost of revenues
|
632,180
|
|
|
857,841
|
|
|
1,077,420
|
|
|||
Gross profit
|
8,591,807
|
|
|
7,584,130
|
|
|
5,715,886
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Advertising — Online
|
2,797,237
|
|
|
2,360,221
|
|
|
1,798,645
|
|
|||
Advertising — Offline
|
214,685
|
|
|
231,309
|
|
|
127,459
|
|
|||
Sales and marketing
|
353,221
|
|
|
310,910
|
|
|
235,817
|
|
|||
Personnel, including stock-based compensation of $247,395, $186,425 and $140,526, respectively
|
1,166,226
|
|
|
950,191
|
|
|
698,692
|
|
|||
General and administrative
|
415,420
|
|
|
352,869
|
|
|
252,994
|
|
|||
Information technology
|
113,617
|
|
|
97,498
|
|
|
71,890
|
|
|||
Depreciation and amortization
|
272,494
|
|
|
207,820
|
|
|
117,975
|
|
|||
Total operating expenses
|
5,332,900
|
|
|
4,510,818
|
|
|
3,303,472
|
|
|||
Operating income
|
3,258,907
|
|
|
3,073,312
|
|
|
2,412,414
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|||
Interest income
|
55,729
|
|
|
13,933
|
|
|
4,167
|
|
|||
Interest expense
|
(160,229
|
)
|
|
(88,353
|
)
|
|
(83,289
|
)
|
|||
Foreign currency transactions and other
|
(26,087
|
)
|
|
(9,444
|
)
|
|
(36,755
|
)
|
|||
Total other income (expense)
|
(130,587
|
)
|
|
(83,864
|
)
|
|
(115,877
|
)
|
|||
Earnings before income taxes
|
3,128,320
|
|
|
2,989,448
|
|
|
2,296,537
|
|
|||
Income tax expense
|
576,960
|
|
|
567,695
|
|
|
403,739
|
|
|||
Net income
|
2,551,360
|
|
|
2,421,753
|
|
|
1,892,798
|
|
|||
Less: net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
135
|
|
|||
Net income applicable to common stockholders
|
$
|
2,551,360
|
|
|
$
|
2,421,753
|
|
|
$
|
1,892,663
|
|
Net income applicable to common stockholders per basic common share
|
$
|
50.09
|
|
|
$
|
46.30
|
|
|
$
|
37.17
|
|
Weighted average number of basic common shares outstanding
|
50,940
|
|
|
52,301
|
|
|
50,924
|
|
|||
Net income applicable to common stockholders per diluted common share
|
$
|
49.45
|
|
|
$
|
45.67
|
|
|
$
|
36.11
|
|
Weighted average number of diluted common shares outstanding
|
51,593
|
|
|
53,023
|
|
|
52,413
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
|
$
|
2,551,360
|
|
|
$
|
2,421,753
|
|
|
$
|
1,892,798
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
(1)
|
|
(114,505
|
)
|
|
(187,356
|
)
|
|
97,970
|
|
|||
Unrealized gain (loss) on marketable securities
(2)
|
|
619,259
|
|
|
(157,275
|
)
|
|
21
|
|
|||
Comprehensive income
|
|
3,056,114
|
|
|
2,077,122
|
|
|
1,990,789
|
|
|||
Less: Comprehensive loss attributable to redeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(10,279
|
)
|
|||
Comprehensive income attributable to common stockholders
|
|
$
|
3,056,114
|
|
|
$
|
2,077,122
|
|
|
$
|
2,001,068
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||
Balance, December 31, 2012
|
58,056
|
|
|
$
|
450
|
|
|
(8,185
|
)
|
|
$
|
(1,060,607
|
)
|
|
$
|
2,612,197
|
|
|
$
|
2,368,611
|
|
|
$
|
(23,676
|
)
|
|
$
|
3,896,975
|
|
Net income applicable to common stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,892,663
|
|
|
—
|
|
|
1,892,663
|
|
||||||
Unrealized gain (loss) on marketable securities, net of tax benefit of $43
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
21
|
|
||||||
Foreign currency translation adjustments, net of tax benefit of $55,001
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
108,384
|
|
|
108,384
|
|
||||||
Redeemable noncontrolling interests fair value adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,522
|
)
|
|
—
|
|
|
(42,522
|
)
|
||||||
Reclassification adjustment for convertible debt in mezzanine
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,122
|
|
|
—
|
|
|
—
|
|
|
46,122
|
|
||||||
Exercise of stock options and vesting of restricted stock units and performance share units
|
715
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
91,601
|
|
|
—
|
|
|
—
|
|
|
91,607
|
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(1,030
|
)
|
|
(883,515
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(883,515
|
)
|
||||||
Stock-based compensation and other stock-based payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
142,098
|
|
|
—
|
|
|
—
|
|
|
142,098
|
|
||||||
Issuance of senior convertible notes
|
|
|
|
|
|
|
|
|
93,402
|
|
|
|
|
|
|
93,402
|
|
||||||||||||
Common stock issued in an acquisition
|
1,522
|
|
|
12
|
|
|
|
|
|
|
1,281,122
|
|
|
|
|
|
|
1,281,134
|
|
||||||||||
Vested stock options assumed in an acquisition
|
|
|
|
|
|
|
|
|
264,423
|
|
|
|
|
|
|
264,423
|
|
||||||||||||
Conversion of debt
|
972
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
1,224
|
|
|
—
|
|
|
—
|
|
|
1,232
|
|
||||||
Settlement of conversion spread hedges
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
(43,085
|
)
|
|
43,104
|
|
|
—
|
|
|
—
|
|
|
19
|
|
||||||
Excess tax benefits on stock-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,686
|
|
|
—
|
|
|
—
|
|
|
17,686
|
|
||||||
Balance, December 31, 2013
|
61,265
|
|
|
$
|
476
|
|
|
(9,257
|
)
|
|
$
|
(1,987,207
|
)
|
|
$
|
4,592,979
|
|
|
$
|
4,218,752
|
|
|
$
|
84,729
|
|
|
$
|
6,909,729
|
|
Net income applicable to common stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,421,753
|
|
|
—
|
|
|
2,421,753
|
|
||||||
Unrealized gain (loss) on marketable securities, net of tax benefit of $7,621
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(157,275
|
)
|
|
(157,275
|
)
|
||||||
Foreign currency translation adjustment, net of tax of $55,597
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(187,356
|
)
|
|
(187,356
|
)
|
||||||
Reclassification adjustment for convertible debt in mezzanine
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,204
|
|
|
—
|
|
|
—
|
|
|
8,204
|
|
||||||
Exercise of stock options and vesting of restricted stock units and performance share units
|
256
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
16,389
|
|
|
—
|
|
|
—
|
|
|
16,391
|
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(631
|
)
|
|
(750,378
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(750,378
|
)
|
||||||
Stock-based compensation and other stock-based payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
189,292
|
|
|
—
|
|
|
—
|
|
|
189,292
|
|
||||||
Conversion of debt
|
300
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(1,658
|
)
|
|
—
|
|
|
—
|
|
|
(1,656
|
)
|
||||||
Issuance of senior convertible notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,873
|
|
|
—
|
|
|
—
|
|
|
80,873
|
|
||||||
Stock options and restricted stock units assumed in acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,751
|
|
|
—
|
|
|
—
|
|
|
13,751
|
|
||||||
Excess tax benefits on stock-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,366
|
|
|
—
|
|
|
—
|
|
|
23,366
|
|
||||||
Balance, December 31, 2014
|
61,821
|
|
|
$
|
480
|
|
|
(9,888
|
)
|
|
$
|
(2,737,585
|
)
|
|
$
|
4,923,196
|
|
|
$
|
6,640,505
|
|
|
$
|
(259,902
|
)
|
|
$
|
8,566,694
|
|
Net income applicable to common stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,551,360
|
|
|
—
|
|
|
2,551,360
|
|
||||||
Unrealized gain (loss) on marketable securities, net of tax of $1,551
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
619,259
|
|
|
619,259
|
|
||||||
Foreign currency translation adjustment, net of tax of $60,418
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(114,505
|
)
|
|
(114,505
|
)
|
||||||
Reclassification adjustment for convertible debt in mezzanine
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
329
|
|
|
—
|
|
|
—
|
|
|
329
|
|
||||||
Exercise of stock options and vesting of restricted stock units and performance share units
|
219
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
20,849
|
|
|
—
|
|
|
—
|
|
|
20,851
|
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(2,540
|
)
|
|
(3,089,055
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,089,055
|
)
|
||||||
Stock-based compensation and other stock-based payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
249,133
|
|
|
—
|
|
|
—
|
|
|
249,133
|
|
||||||
Conversion of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(110,105
|
)
|
|
—
|
|
|
—
|
|
|
(110,105
|
)
|
||||||
Excess tax benefits on stock-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
101,508
|
|
|
—
|
|
|
—
|
|
|
101,508
|
|
||||||
Balance, December 31, 2015
|
62,040
|
|
|
$
|
482
|
|
|
(12,428
|
)
|
|
$
|
(5,826,640
|
)
|
|
$
|
5,184,910
|
|
|
$
|
9,191,865
|
|
|
$
|
244,852
|
|
|
$
|
8,795,469
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
See Note 2
|
|
2013
See Note 2
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
2,551,360
|
|
|
$
|
2,421,753
|
|
|
$
|
1,892,798
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation
|
101,517
|
|
|
78,241
|
|
|
48,365
|
|
|||
Amortization
|
170,977
|
|
|
129,579
|
|
|
69,610
|
|
|||
Provision for uncollectible accounts, net
|
24,324
|
|
|
22,990
|
|
|
16,451
|
|
|||
Deferred income tax expense (benefit)
|
(61,335
|
)
|
|
31,707
|
|
|
(11,104
|
)
|
|||
Stock-based compensation expense and other stock-based payments
|
249,133
|
|
|
189,292
|
|
|
142,098
|
|
|||
Amortization of debt issuance costs
|
7,578
|
|
|
5,229
|
|
|
7,898
|
|
|||
Amortization of debt discount
|
66,687
|
|
|
54,731
|
|
|
55,718
|
|
|||
Loss on early extinguishment of debt
|
3
|
|
|
6,270
|
|
|
26,661
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
(68,694
|
)
|
|
(182,209
|
)
|
|
(111,572
|
)
|
|||
Prepaid expenses and other current assets
|
(81,611
|
)
|
|
(48,932
|
)
|
|
(6,909
|
)
|
|||
Accounts payable, accrued expenses and other current liabilities
|
166,201
|
|
|
203,870
|
|
|
182,163
|
|
|||
Other
|
(23,909
|
)
|
|
1,876
|
|
|
(10,741
|
)
|
|||
Net cash provided by operating activities
|
3,102,231
|
|
|
2,914,397
|
|
|
2,301,436
|
|
|||
|
|
|
|
|
|
||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Purchase of investments
|
(8,669,690
|
)
|
|
(10,552,214
|
)
|
|
(9,955,800
|
)
|
|||
Proceeds from sale of investments
|
5,084,238
|
|
|
10,902,500
|
|
|
8,291,283
|
|
|||
Additions to property and equipment
|
(173,915
|
)
|
|
(131,504
|
)
|
|
(84,445
|
)
|
|||
Acquisitions and other equity investments, net of cash acquired
|
(140,338
|
)
|
|
(2,496,366
|
)
|
|
(331,918
|
)
|
|||
Proceeds from foreign currency contracts
|
453,818
|
|
|
14,354
|
|
|
3,266
|
|
|||
Payments on foreign currency contracts
|
(448,640
|
)
|
|
(94,661
|
)
|
|
(81,870
|
)
|
|||
Change in restricted cash
|
9
|
|
|
9,347
|
|
|
(2,783
|
)
|
|||
Net cash used in investing activities
|
(3,894,518
|
)
|
|
(2,348,544
|
)
|
|
(2,162,267
|
)
|
|||
|
|
|
|
|
|
||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Proceeds from revolving credit facility
|
225,000
|
|
|
995,000
|
|
|
—
|
|
|||
Payments related to revolving credit facility
|
(225,000
|
)
|
|
(995,000
|
)
|
|
—
|
|
|||
Proceeds from the issuance of long-term debt
|
2,399,034
|
|
|
2,264,753
|
|
|
978,982
|
|
|||
Payment of debt issuance costs - revolving credit facility
|
(4,005
|
)
|
|
—
|
|
|
—
|
|
|||
Payments related to conversion of senior notes
|
(147,629
|
)
|
|
(125,136
|
)
|
|
(414,569
|
)
|
|||
Repurchase of common stock
|
(3,089,055
|
)
|
|
(750,378
|
)
|
|
(883,515
|
)
|
|||
Payments of contingent consideration
|
(10,700
|
)
|
|
—
|
|
|
—
|
|
|||
Payments to purchase subsidiary shares from noncontrolling interests
|
—
|
|
|
—
|
|
|
(192,530
|
)
|
|||
Payments of stock issuance costs
|
—
|
|
|
—
|
|
|
(1,191
|
)
|
|||
Proceeds from exercise of stock options
|
20,851
|
|
|
16,389
|
|
|
91,607
|
|
|||
Proceeds from the termination of conversion spread hedges
|
—
|
|
|
—
|
|
|
19
|
|
|||
Excess tax benefits on stock-based awards
|
101,508
|
|
|
23,366
|
|
|
17,686
|
|
|||
Net cash (used in) provided by financing activities
|
(729,996
|
)
|
|
1,428,994
|
|
|
(403,511
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(149,103
|
)
|
|
(136,190
|
)
|
|
17,987
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(1,671,386
|
)
|
|
1,858,657
|
|
|
(246,355
|
)
|
|||
Cash and cash equivalents, beginning of period
|
3,148,651
|
|
|
1,289,994
|
|
|
1,536,349
|
|
|||
Cash and cash equivalents, end of period
|
$
|
1,477,265
|
|
|
$
|
3,148,651
|
|
|
$
|
1,289,994
|
|
|
|
|
|
|
|
||||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|||
Cash paid during the period for income taxes
|
$
|
534,105
|
|
|
$
|
491,530
|
|
|
$
|
391,169
|
|
Cash paid during the period for interest
|
$
|
54,299
|
|
|
$
|
16,950
|
|
|
$
|
20,954
|
|
Non-cash fair value increase for redeemable noncontrolling interests
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
42,522
|
|
Non-cash investing activity for contingent consideration
|
$
|
9,170
|
|
|
$
|
10,700
|
|
|
$
|
—
|
|
Non-cash financing activity for acquisitions
|
$
|
—
|
|
|
$
|
13,751
|
|
|
$
|
1,546,748
|
|
1.
|
BUSINESS DESCRIPTION
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Financial statement line
|
|
As Previously Reported
|
|
Adjustments
Deferred Taxes
|
|
Adjustments
Debt Issuance Costs
|
|
As Adjusted
|
||||||||
Deferred income taxes
|
|
$
|
153,754
|
|
|
$
|
(153,754
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Total current assets
|
|
5,267,374
|
|
|
(153,754
|
)
|
|
—
|
|
|
5,113,620
|
|
||||
Other assets
|
|
57,348
|
|
|
10,099
|
|
|
(25,931
|
)
|
|
41,516
|
|
||||
Total assets
|
|
14,940,563
|
|
|
(143,655
|
)
|
|
(25,931
|
)
|
|
14,770,977
|
|
||||
Accrued expenses and other current liabilities
|
|
600,758
|
|
|
(1,243
|
)
|
|
—
|
|
|
599,515
|
|
||||
Convertible debt
|
|
37,195
|
|
|
—
|
|
|
(45
|
)
|
|
37,150
|
|
||||
Total current liabilities
|
|
1,379,991
|
|
|
(1,243
|
)
|
|
(45
|
)
|
|
1,378,703
|
|
||||
Deferred income taxes
|
|
1,040,260
|
|
|
(142,412
|
)
|
|
—
|
|
|
897,848
|
|
||||
Long-term debt
|
|
3,849,756
|
|
|
—
|
|
|
(25,886
|
)
|
|
3,823,870
|
|
||||
Total liabilities
|
|
6,373,540
|
|
|
(143,655
|
)
|
|
(25,931
|
)
|
|
6,203,954
|
|
3.
|
STOCK-BASED COMPENSATION
|
Share-Based Awards
|
|
Shares
|
Weighted Average Grant
Date Fair Value
|
|||||
|
|
|
|
|
|
|||
Unvested at December 31, 2012
|
|
540,128
|
|
|
$
|
389.21
|
|
|
|
|
|
|
|
|
|||
Granted
|
|
162,341
|
|
|
$
|
730.47
|
|
|
Vested
|
|
(258,198
|
)
|
|
$
|
242.63
|
|
|
Performance Shares Adjustment
|
|
101,490
|
|
|
$
|
681.13
|
|
|
Forfeited/Canceled
|
|
(11,442
|
)
|
|
$
|
579.71
|
|
|
Unvested at December 31, 2013
|
|
534,319
|
|
|
$
|
615.10
|
|
|
|
|
|
|
|
|
|||
Granted
|
|
128,484
|
|
|
$
|
1,308.13
|
|
|
Assumed in an acquisition
|
|
43,993
|
|
|
$
|
1,238.68
|
|
|
Vested
|
|
(195,730
|
)
|
|
$
|
492.22
|
|
|
Performance Shares Adjustment
|
|
68,499
|
|
|
$
|
1,085.94
|
|
|
Forfeited/Canceled
|
|
(9,250
|
)
|
|
$
|
972.19
|
|
|
Unvested at December 31, 2014
|
|
570,315
|
|
|
$
|
912.26
|
|
|
|
|
|
|
|
|
|||
Granted
|
|
198,141
|
|
|
$
|
1,226.41
|
|
|
Vested
|
|
(161,862
|
)
|
|
$
|
757.66
|
|
|
Performance Shares Adjustment
|
|
64,328
|
|
|
$
|
1,238.30
|
|
|
Forfeited/Canceled
|
|
(33,665
|
)
|
|
$
|
1,151.70
|
|
|
Unvested at December 31, 2015
|
|
637,257
|
|
|
$
|
1,070.10
|
|
|
Employee Stock Options
|
|
Number of Shares
|
|
Weighted Average
Exercise Price
|
|
Aggregate
Intrinsic Value (000's)
|
|
Weighted Average Remaining Contractual Term (in years)
|
||||||||
Balance, December 31, 2012
|
|
71,001
|
|
|
|
$
|
19.73
|
|
|
|
$
|
42,647
|
|
|
1.3
|
|
Assumed in acquisitions
|
|
540,179
|
|
|
|
$
|
260.96
|
|
|
|
|
|
|
|||
Exercised
|
|
(449,670
|
)
|
|
|
$
|
194.68
|
|
|
|
|
|
|
|||
Forfeited
|
|
(23,802
|
)
|
|
|
$
|
478.83
|
|
|
|
|
|
|
|||
Balance, December 31, 2013
|
|
137,708
|
|
|
|
$
|
315.36
|
|
|
|
$
|
116,686
|
|
|
6.6
|
|
Assumed in acquisitions
|
|
61,897
|
|
|
|
$
|
457.67
|
|
|
|
|
|
|
|||
Exercised
|
|
(51,003
|
)
|
|
|
$
|
293.59
|
|
|
|
|
|
|
|||
Forfeited
|
|
(2,217
|
)
|
|
|
$
|
517.91
|
|
|
|
|
|
|
|||
Balance, December 31, 2014
|
|
146,385
|
|
|
|
$
|
380.05
|
|
|
|
$
|
111,277
|
|
|
6.5
|
|
Assumed in acquisitions
|
|
1,422
|
|
|
|
$
|
230.37
|
|
|
|
|
|
|
|||
Exercised
|
|
(52,697
|
)
|
|
|
$
|
355.85
|
|
|
|
|
|
|
|||
Forfeited
|
|
(6,006
|
)
|
|
|
$
|
511.87
|
|
|
|
|
|
|
|||
Balance, December 31, 2015
|
|
89,104
|
|
|
|
$
|
383.03
|
|
|
|
$
|
79,474
|
|
|
5.4
|
|
Vested and exercisable as of December 31, 2015
|
|
72,654
|
|
|
|
$
|
354.59
|
|
|
|
$
|
66,868
|
|
|
5.0
|
|
Vested and exercisable as of December 31, 2015 and expected to vest thereafter, net of estimated forfeitures
|
|
88,687
|
|
|
|
$
|
383.06
|
|
|
|
$
|
79,099
|
|
|
5.4
|
4.
|
INVESTMENTS
|
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Foreign government securities
|
$
|
395,404
|
|
|
$
|
497
|
|
|
$
|
(104
|
)
|
|
$
|
395,797
|
|
U.S. government securities
|
457,001
|
|
|
—
|
|
|
(507
|
)
|
|
456,494
|
|
||||
Corporate debt securities
|
305,654
|
|
|
25
|
|
|
(419
|
)
|
|
305,260
|
|
||||
Commercial paper
|
11,688
|
|
|
—
|
|
|
—
|
|
|
11,688
|
|
||||
U.S. government agency securities
|
2,009
|
|
|
—
|
|
|
(2
|
)
|
|
2,007
|
|
||||
Total short-term investments
|
$
|
1,171,756
|
|
|
$
|
522
|
|
|
$
|
(1,032
|
)
|
|
$
|
1,171,246
|
|
|
|
|
|
|
|
|
|
||||||||
Long-term investments:
|
|
|
|
|
|
|
|
||||||||
Foreign government securities
|
$
|
718,947
|
|
|
$
|
1,367
|
|
|
$
|
(683
|
)
|
|
$
|
719,631
|
|
U.S. government securities
|
580,155
|
|
|
277
|
|
|
(1,982
|
)
|
|
578,450
|
|
||||
Corporate debt securities
|
4,294,282
|
|
|
1,273
|
|
|
(18,941
|
)
|
|
4,276,614
|
|
||||
U.S. municipal securities
|
1,080
|
|
|
3
|
|
|
—
|
|
|
1,083
|
|
||||
Ctrip convertible debt securities
|
1,250,000
|
|
|
158,600
|
|
|
(30,050
|
)
|
|
1,378,550
|
|
||||
Ctrip equity securities
|
630,311
|
|
|
346,724
|
|
|
—
|
|
|
977,035
|
|
||||
Total long-term investments
|
$
|
7,474,775
|
|
|
$
|
508,244
|
|
|
$
|
(51,656
|
)
|
|
$
|
7,931,363
|
|
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Foreign government securities
|
$
|
52,524
|
|
|
$
|
—
|
|
|
$
|
(34
|
)
|
|
$
|
52,490
|
|
U.S. government securities
|
364,276
|
|
|
24
|
|
|
(34
|
)
|
|
364,266
|
|
||||
Corporate debt securities
|
582,160
|
|
|
15
|
|
|
(652
|
)
|
|
581,523
|
|
||||
Commercial paper
|
39,092
|
|
|
—
|
|
|
—
|
|
|
39,092
|
|
||||
U.S. government agency securities
|
104,829
|
|
|
—
|
|
|
(18
|
)
|
|
104,811
|
|
||||
Total short-term investments
|
$
|
1,142,881
|
|
|
$
|
39
|
|
|
$
|
(738
|
)
|
|
$
|
1,142,182
|
|
|
|
|
|
|
|
|
|
||||||||
Long-term investments:
|
|
|
|
|
|
|
|
||||||||
Foreign government securities
|
$
|
12,707
|
|
|
$
|
—
|
|
|
$
|
(36
|
)
|
|
$
|
12,671
|
|
U.S. government securities
|
557,130
|
|
|
80
|
|
|
(762
|
)
|
|
556,448
|
|
||||
U.S. corporate debt securities
|
2,332,030
|
|
|
2,299
|
|
|
(5,296
|
)
|
|
2,329,033
|
|
||||
U.S. government agency securities
|
95,108
|
|
|
97
|
|
|
(111
|
)
|
|
95,094
|
|
||||
U.S. municipal securities
|
1,114
|
|
|
—
|
|
|
(12
|
)
|
|
1,102
|
|
||||
Ctrip corporate debt securities
|
500,000
|
|
|
—
|
|
|
(74,039
|
)
|
|
425,961
|
|
||||
Ctrip equity securities
|
421,930
|
|
|
—
|
|
|
(86,586
|
)
|
|
335,344
|
|
||||
Total long-term investments
|
$
|
3,920,019
|
|
|
$
|
2,476
|
|
|
$
|
(166,842
|
)
|
|
$
|
3,755,653
|
|
5.
|
FAIR VALUE MEASUREMENTS
|
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
ASSETS:
|
|
|
|
|
|
|
||||||
Cash equivalents:
|
|
|
|
|
|
|
||||||
U.S. Treasury money market funds
|
|
$
|
99,117
|
|
|
$
|
—
|
|
|
$
|
99,117
|
|
Foreign government securities
|
|
—
|
|
|
10,659
|
|
|
10,659
|
|
|||
U.S. government securities
|
|
—
|
|
|
90,441
|
|
|
90,441
|
|
|||
Corporate debt securities
|
|
—
|
|
|
1,855
|
|
|
1,855
|
|
|||
Commercial paper
|
|
—
|
|
|
335,663
|
|
|
335,663
|
|
|||
Short-term investments:
|
|
|
|
|
|
|
||||||
Foreign government securities
|
|
—
|
|
|
395,797
|
|
|
395,797
|
|
|||
U.S. government securities
|
|
—
|
|
|
456,494
|
|
|
456,494
|
|
|||
Corporate debt securities
|
|
—
|
|
|
305,260
|
|
|
305,260
|
|
|||
Commercial paper
|
|
—
|
|
|
11,688
|
|
|
11,688
|
|
|||
U.S. government agency securities
|
|
—
|
|
|
2,007
|
|
|
2,007
|
|
|||
Foreign exchange derivatives
|
|
—
|
|
|
363
|
|
|
363
|
|
|||
Long-term investments:
|
|
|
|
|
|
|
||||||
Foreign government securities
|
|
—
|
|
|
719,631
|
|
|
719,631
|
|
|||
U.S. government securities
|
|
—
|
|
|
578,450
|
|
|
578,450
|
|
|||
Corporate debt securities
|
|
—
|
|
|
4,276,614
|
|
|
4,276,614
|
|
|||
U.S. municipal securities
|
|
—
|
|
|
1,083
|
|
|
1,083
|
|
|||
Ctrip convertible debt securities
|
|
—
|
|
|
1,378,550
|
|
|
1,378,550
|
|
|||
Ctrip equity securities
|
|
977,035
|
|
|
—
|
|
|
977,035
|
|
|||
Total assets at fair value
|
|
$
|
1,076,152
|
|
|
$
|
8,564,555
|
|
|
$
|
9,640,707
|
|
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
LIABILITIES:
|
|
|
|
|
|
|
||||||
Foreign exchange derivatives
|
|
$
|
—
|
|
|
$
|
644
|
|
|
$
|
644
|
|
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
ASSETS:
|
|
|
|
|
|
|
|
|
|
|||
Cash equivalents:
|
|
|
|
|
|
|
||||||
U.S. Treasury money market funds
|
|
$
|
155,608
|
|
|
$
|
—
|
|
|
$
|
155,608
|
|
Foreign government securities
|
|
—
|
|
|
974,855
|
|
|
974,855
|
|
|||
U.S. government securities
|
|
—
|
|
|
676,503
|
|
|
676,503
|
|
|||
Corporate debt securities
|
|
—
|
|
|
45,340
|
|
|
45,340
|
|
|||
Commercial paper
|
|
—
|
|
|
382,544
|
|
|
382,544
|
|
|||
U.S. government agency securities
|
|
—
|
|
|
10,000
|
|
|
10,000
|
|
|||
Short-term investments:
|
|
|
|
|
|
|
||||||
Foreign government securities
|
|
—
|
|
|
52,490
|
|
|
52,490
|
|
|||
U.S. government securities
|
|
—
|
|
|
364,266
|
|
|
364,266
|
|
|||
Corporate debt securities
|
|
—
|
|
|
581,523
|
|
|
581,523
|
|
|||
Commercial paper
|
|
—
|
|
|
39,092
|
|
|
39,092
|
|
|||
U.S. government agency securities
|
|
—
|
|
|
104,811
|
|
|
104,811
|
|
|||
Foreign exchange derivatives
|
|
—
|
|
|
336
|
|
|
336
|
|
|||
Long-term investments:
|
|
|
|
|
|
|
||||||
Foreign government securities
|
|
—
|
|
|
12,671
|
|
|
12,671
|
|
|||
U.S. government securities
|
|
—
|
|
|
556,448
|
|
|
556,448
|
|
|||
Corporate debt securities
|
|
—
|
|
|
2,329,033
|
|
|
2,329,033
|
|
|||
U.S. government agency securities
|
|
—
|
|
|
95,094
|
|
|
95,094
|
|
|||
U.S. municipal securities
|
|
—
|
|
|
1,102
|
|
|
1,102
|
|
|||
Ctrip convertible debt securities
|
|
—
|
|
|
425,961
|
|
|
425,961
|
|
|||
Ctrip equity securities
|
|
335,344
|
|
|
—
|
|
|
335,344
|
|
|||
Total assets at fair value
|
|
$
|
490,952
|
|
|
$
|
6,652,069
|
|
|
$
|
7,143,021
|
|
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|||
Foreign exchange derivatives
|
|
$
|
—
|
|
|
$
|
129
|
|
|
$
|
129
|
|
Level
1
:
|
Quoted prices in active markets that are accessible by the Company at the measurement date for identical assets and liabilities.
|
Level
2
:
|
Inputs are observable, either directly or indirectly. Such prices may be based upon quoted prices for identical or comparable securities in active markets or inputs not quoted on active markets, but corroborated by market data.
|
Level
3
:
|
Unobservable inputs are used when little or no market data is available.
|
6.
|
ACCOUNTS RECEIVABLE RESERVES
|
|
For the Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Balance, beginning of year
|
$
|
14,212
|
|
|
$
|
14,116
|
|
|
$
|
10,322
|
|
Provision charged to expense
|
24,324
|
|
|
22,990
|
|
|
16,451
|
|
|||
Charge-offs and adjustments
|
(22,682
|
)
|
|
(21,546
|
)
|
|
(13,072
|
)
|
|||
Currency translation adjustments
|
(840
|
)
|
|
(1,348
|
)
|
|
415
|
|
|||
Balance, end of year
|
$
|
15,014
|
|
|
$
|
14,212
|
|
|
$
|
14,116
|
|
7.
|
NET INCOME PER SHARE
|
|
For the Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Weighted average number of basic common shares outstanding
|
50,940
|
|
|
52,301
|
|
|
50,924
|
|
Weighted average dilutive stock options, restricted stock units and performance share units
|
395
|
|
|
340
|
|
|
382
|
|
Assumed conversion of Convertible Senior Notes
|
258
|
|
|
382
|
|
|
1,107
|
|
Weighted average number of diluted common and common equivalent shares outstanding
|
51,593
|
|
|
53,023
|
|
|
52,413
|
|
Anti-dilutive potential common shares
|
2,563
|
|
|
2,574
|
|
|
2,384
|
|
8.
|
PROPERTY AND EQUIPMENT
|
|
2015
|
|
2014
|
|
Estimated
Useful Lives (years) |
||||
Computer equipment and software
|
$
|
396,961
|
|
|
$
|
332,650
|
|
|
2 to 5 years
|
Office equipment, furniture, fixtures & leasehold improvements
|
138,171
|
|
|
110,297
|
|
|
2 to 11 years
|
||
Total
|
535,132
|
|
|
442,947
|
|
|
|
||
Less: accumulated depreciation and amortization
|
(260,346
|
)
|
|
(243,994
|
)
|
|
|
||
Property and equipment, net
|
$
|
274,786
|
|
|
$
|
198,953
|
|
|
|
9.
|
INTANGIBLE ASSETS AND GOODWILL
|
|
December 31, 2015
|
|
December 31, 2014
|
|
|
|
|
||||||||||||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
|
Amortization
Period
|
|
Weighted Average Useful
Life
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Supply and distribution agreements
|
$
|
824,932
|
|
|
$
|
(227,994
|
)
|
|
$
|
596,938
|
|
|
$
|
842,642
|
|
|
$
|
(188,441
|
)
|
|
$
|
654,201
|
|
|
10 - 20 years
|
|
16 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Technology
|
112,639
|
|
|
(61,404
|
)
|
|
51,235
|
|
|
108,987
|
|
|
(43,746
|
)
|
|
65,241
|
|
|
1 - 5 years
|
|
5 years
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Patents
|
1,623
|
|
|
(1,562
|
)
|
|
61
|
|
|
1,623
|
|
|
(1,524
|
)
|
|
99
|
|
|
15 years
|
|
15 years
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Internet domain names
|
40,352
|
|
|
(20,954
|
)
|
|
19,398
|
|
|
41,652
|
|
|
(16,895
|
)
|
|
24,757
|
|
|
2 - 20 years
|
|
8 years
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade names
|
1,671,356
|
|
|
(183,101
|
)
|
|
1,488,255
|
|
|
1,674,218
|
|
|
(100,850
|
)
|
|
1,573,368
|
|
|
4-20 years
|
|
20 years
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-compete agreements
|
22,847
|
|
|
(11,201
|
)
|
|
11,646
|
|
|
21,000
|
|
|
(3,908
|
)
|
|
17,092
|
|
|
3-4 years
|
|
3 years
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other
|
135
|
|
|
(135
|
)
|
|
—
|
|
|
141
|
|
|
(138
|
)
|
|
3
|
|
|
|
|
|
||||||
Total intangible assets
|
$
|
2,673,884
|
|
|
$
|
(506,351
|
)
|
|
$
|
2,167,533
|
|
|
$
|
2,690,263
|
|
|
$
|
(355,502
|
)
|
|
$
|
2,334,761
|
|
|
|
|
|
2016
|
$
|
168,444
|
|
2017
|
161,207
|
|
|
2018
|
142,638
|
|
|
2019
|
132,192
|
|
|
2020
|
124,651
|
|
|
Thereafter
|
1,438,401
|
|
|
|
$
|
2,167,533
|
|
|
2015
|
|
2014
|
||||
Balance, beginning of year
|
$
|
3,326,474
|
|
|
$
|
1,767,912
|
|
Acquisitions
|
74,584
|
|
|
1,590,829
|
|
||
Currency translation adjustments
|
(26,058
|
)
|
|
(32,267
|
)
|
||
Balance, end of year
|
$
|
3,375,000
|
|
|
$
|
3,326,474
|
|
10
.
|
DEBT
|
December 31, 2015
|
|
Outstanding
Principal
Amount
|
|
Unamortized Debt
Discount and Debt Issuance Cost |
|
Carrying
Value
|
||||||
Long-term debt:
|
|
|
|
|
|
|
||||||
1.0% Convertible Senior Notes due March 2018
|
|
$
|
1,000,000
|
|
|
$
|
(58,929
|
)
|
|
$
|
941,071
|
|
0.35% Convertible Senior Notes due June 2020
|
|
1,000,000
|
|
|
(114,898
|
)
|
|
885,102
|
|
|||
0.9% Convertible Senior Notes due September 2021
|
|
1,000,000
|
|
|
(125,258
|
)
|
|
874,742
|
|
|||
2.375% (€1 Billion) Senior Notes due September 2024
|
|
1,086,957
|
|
|
(14,688
|
)
|
|
1,072,269
|
|
|||
3.65% Senior Notes due March 2025
|
|
500,000
|
|
|
(4,160
|
)
|
|
495,840
|
|
|||
1.8% (€1 Billion) Senior Notes due March 2027
|
|
1,086,957
|
|
|
(6,200
|
)
|
|
1,080,757
|
|
|||
2.15% (€750 Million) Senior Notes due November 2022
|
|
815,217
|
|
|
(6,555
|
)
|
|
808,662
|
|
|||
Total long-term debt
|
|
$
|
6,489,131
|
|
|
$
|
(330,688
|
)
|
|
$
|
6,158,443
|
|
December 31, 2014
|
|
Outstanding
Principal
Amount
|
|
Unamortized Debt
Discount and Debt Issuance Cost
See Note 2
|
|
Carrying
Value
See Note 2
|
||||||
Short-term debt:
|
|
|
|
|
|
|
||||||
1.25% Convertible Senior Notes due March 2015
|
|
$
|
37,524
|
|
|
$
|
(374
|
)
|
|
$
|
37,150
|
|
|
|
|
|
|
|
|
||||||
Long-term debt:
|
|
|
|
|
|
|
||||||
1.0% Convertible Senior Notes due March 2018
|
|
$
|
1,000,000
|
|
|
$
|
(84,708
|
)
|
|
$
|
915,292
|
|
0.35% Convertible Senior Notes due June 2020
|
|
1,000,000
|
|
|
(138,786
|
)
|
|
861,214
|
|
|||
0.9% Convertible Senior Notes due September 2021
|
|
1,000,000
|
|
|
(145,311
|
)
|
|
854,689
|
|
|||
2.375% (€1 Billion) Senior Notes due September 2024
|
|
1,210,068
|
|
|
(17,393
|
)
|
|
1,192,675
|
|
|||
Total long-term debt
|
|
$
|
4,210,068
|
|
|
$
|
(386,198
|
)
|
|
$
|
3,823,870
|
|
11
.
|
TREASURY STOCK
|
12
.
|
REDEEMABLE NONCONTROLLING INTERESTS
|
|
2013
|
||
Balance, beginning of period
|
$
|
160,287
|
|
Net income attributable to noncontrolling interests
|
135
|
|
|
Fair value adjustments
(1)
|
42,522
|
|
|
Purchase of subsidiary shares at fair value
(1)
|
(192,530
|
)
|
|
Currency translation adjustments
|
(10,414
|
)
|
|
Balance, end of period
|
$
|
—
|
|
13
.
|
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Foreign currency translation adjustments, net of tax
(1)
|
$
|
(217,263
|
)
|
|
$
|
(102,758
|
)
|
Net unrealized gain (loss) on marketable securities, net of tax
(2)
|
462,115
|
|
|
(157,144
|
)
|
||
Accumulated other comprehensive
income (loss)
|
$
|
244,852
|
|
|
$
|
(259,902
|
)
|
14
.
|
INCOME TAXES
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
International
|
$
|
526,052
|
|
|
$
|
(17,789
|
)
|
|
$
|
508,263
|
|
U.S. Federal
|
88,237
|
|
|
(68,696
|
)
|
|
19,541
|
|
|||
U.S. State
|
24,006
|
|
|
25,150
|
|
|
49,156
|
|
|||
Total
|
$
|
638,295
|
|
|
$
|
(61,335
|
)
|
|
$
|
576,960
|
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
International
|
$
|
496,719
|
|
|
$
|
(10,613
|
)
|
|
$
|
486,106
|
|
U.S. Federal
|
10,316
|
|
|
47,847
|
|
|
58,163
|
|
|||
U.S. State
|
28,953
|
|
|
(5,527
|
)
|
|
23,426
|
|
|||
Total
|
$
|
535,988
|
|
|
$
|
31,707
|
|
|
$
|
567,695
|
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
International
|
$
|
396,162
|
|
|
$
|
(16,314
|
)
|
|
$
|
379,848
|
|
U.S. Federal
|
5,250
|
|
|
11,454
|
|
|
16,704
|
|
|||
U.S. State
|
13,431
|
|
|
(6,244
|
)
|
|
7,187
|
|
|||
Total
|
$
|
414,843
|
|
|
$
|
(11,104
|
)
|
|
$
|
403,739
|
|
|
2015
|
|
2014
|
||||
Deferred tax assets/(liabilities):
|
|
|
|
|
|
||
Net operating loss carryforward — U.S.
|
$
|
59,220
|
|
|
$
|
176,786
|
|
Net operating loss carryforward — International
|
18,153
|
|
|
22,353
|
|
||
Accrued expenses
|
61,703
|
|
|
41,117
|
|
||
Stock-based compensation and other stock based payments
|
77,761
|
|
|
54,935
|
|
||
Other
|
8,001
|
|
|
24,456
|
|
||
Subtotal
|
224,838
|
|
|
319,647
|
|
||
|
|
|
|
||||
Discount on convertible notes
|
(112,886
|
)
|
|
(141,193
|
)
|
||
Intangible assets and other
|
(822,685
|
)
|
|
(856,807
|
)
|
||
Euro denominated debt
|
(92,230
|
)
|
|
(35,441
|
)
|
||
Fixed assets
|
(3,658
|
)
|
|
(3,409
|
)
|
||
Less valuation allowance on deferred tax assets
|
(64,845
|
)
|
|
(161,997
|
)
|
||
Net deferred tax liabilities
(1)
|
$
|
(871,466
|
)
|
|
$
|
(879,200
|
)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Income tax expense at federal statutory rate
|
$
|
1,094,912
|
|
|
$
|
1,046,307
|
|
|
$
|
803,788
|
|
Adjustment due to:
|
|
|
|
|
|
|
|
|
|||
Foreign rate differential
|
(316,078
|
)
|
|
(289,692
|
)
|
|
(226,894
|
)
|
|||
Innovation Box Tax benefit
|
(260,193
|
)
|
|
(233,545
|
)
|
|
(177,195
|
)
|
|||
Other
|
58,319
|
|
|
44,625
|
|
|
4,040
|
|
|||
Income tax expense
|
$
|
576,960
|
|
|
$
|
567,695
|
|
|
$
|
403,739
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Unrecognized tax benefit — January 1
|
$
|
52,356
|
|
|
$
|
22,104
|
|
|
$
|
7,343
|
|
Gross increases — tax positions in current period
|
3,411
|
|
|
9,305
|
|
|
8,597
|
|
|||
Gross increases — tax positions in prior periods
|
4,305
|
|
|
6,569
|
|
|
3,507
|
|
|||
Increase acquired in business combination
|
—
|
|
|
17,767
|
|
|
7,089
|
|
|||
Gross decreases — tax positions in prior periods
|
(10,365
|
)
|
|
(2,164
|
)
|
|
(495
|
)
|
|||
Reduction due to lapse in statute of limitations
|
(7,113
|
)
|
|
(346
|
)
|
|
(3,937
|
)
|
|||
Reduction due to settlements during the current period
|
—
|
|
|
(879
|
)
|
|
—
|
|
|||
Unrecognized tax benefit — December 31
|
$
|
42,594
|
|
|
$
|
52,356
|
|
|
$
|
22,104
|
|
15
.
|
COMMITMENTS AND CONTINGENCIES
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
After
2020
|
|
Total
|
$92,552
|
|
$80,262
|
|
$71,612
|
|
$61,286
|
|
$52,957
|
|
$106,859
|
|
$465,528
|
16
.
|
BENEFIT PLANS
|
17
.
|
GEOGRAPHIC INFORMATION
|
|
United
States
|
|
The
Netherlands
|
|
Other
|
|
Total
Company
|
||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues
|
$
|
1,817,360
|
|
|
$
|
6,205,116
|
|
|
$
|
1,201,511
|
|
|
$
|
9,223,987
|
|
Intangible assets, net
|
2,052,351
|
|
|
78,027
|
|
|
37,155
|
|
|
2,167,533
|
|
||||
Goodwill
|
2,742,535
|
|
|
232,982
|
|
|
399,483
|
|
|
3,375,000
|
|
||||
Other long-lived assets
|
89,656
|
|
|
138,329
|
|
|
103,142
|
|
|
331,127
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues
|
$
|
1,798,484
|
|
|
$
|
5,519,207
|
|
|
$
|
1,124,280
|
|
|
$
|
8,441,971
|
|
Intangible assets, net
|
2,183,957
|
|
|
108,650
|
|
|
42,154
|
|
|
2,334,761
|
|
||||
Goodwill
|
2,712,479
|
|
|
224,731
|
|
|
389,264
|
|
|
3,326,474
|
|
||||
Other long-lived assets
|
80,668
|
|
|
97,056
|
|
|
77,915
|
|
|
255,639
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues
|
$
|
1,769,696
|
|
|
$
|
4,103,393
|
|
|
$
|
920,217
|
|
|
$
|
6,793,306
|
|
Intangible assets, net
|
838,494
|
|
|
123,847
|
|
|
57,644
|
|
|
1,019,985
|
|
||||
Goodwill
|
1,247,686
|
|
|
156,261
|
|
|
363,965
|
|
|
1,767,912
|
|
||||
Other long-lived assets
|
49,750
|
|
|
61,164
|
|
|
64,708
|
|
|
175,622
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total revenues
(1)
|
$
|
1,840,694
|
|
|
$
|
2,280,397
|
|
|
$
|
3,102,901
|
|
|
$
|
1,999,995
|
|
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
1,672,236
|
|
|
2,092,906
|
|
|
2,947,282
|
|
|
1,879,383
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income applicable to common stockholders
|
333,327
|
|
|
517,032
|
|
|
1,196,732
|
|
|
504,269
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income applicable to common stockholders per basic common share
|
$
|
6.42
|
|
|
$
|
10.02
|
|
|
$
|
23.67
|
|
|
$
|
10.14
|
|
|
|
|
|
|
|
|
|
||||||||
Net income applicable to common stockholders per diluted common share
|
$
|
6.36
|
|
|
$
|
9.94
|
|
|
$
|
23.41
|
|
|
$
|
10.00
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total revenues
(1)
|
$
|
1,641,802
|
|
|
$
|
2,123,575
|
|
|
$
|
2,836,497
|
|
|
$
|
1,840,097
|
|
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
1,406,471
|
|
|
1,882,996
|
|
|
2,619,978
|
|
|
1,674,685
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income applicable to common stockholders
|
331,218
|
|
|
576,451
|
|
|
1,062,253
|
|
|
451,831
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income applicable to common stockholders per basic common share
|
$
|
6.35
|
|
|
$
|
11.00
|
|
|
$
|
20.27
|
|
|
$
|
8.65
|
|
|
|
|
|
|
|
|
|
||||||||
Net income applicable to common stockholders per diluted common share
|
$
|
6.25
|
|
|
$
|
10.89
|
|
|
$
|
20.03
|
|
|
$
|
8.56
|
|
Current assets
(1)
|
|
$
|
203
|
|
Identifiable intangible assets
(2)
|
|
1,435
|
|
|
Goodwill
(3)
|
|
1,500
|
|
|
Other long-term assets
|
|
38
|
|
|
Total liabilities
(4)
|
|
(647
|
)
|
|
Total consideration
|
|
$
|
2,529
|
|
•
|
should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
|
•
|
may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which
disclosures
are
not necessarily reflected in the agreement;
|
•
|
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
|
•
|
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
|
+
|
Indicates a management contract or compensatory plan or arrangement.
|
|
|
(a)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on June 13, 2014 (File No. 0-25581).
|
(b)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on July 18, 2014 (File No. 0-25581).
|
(c)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on November 9, 2015 (File No. 1-36691).
|
(d)
|
Previously filed as an exhibit to Amendment No. 2 to Registration Statement on Form S-1 filed on March 18, 1999 (File No. 333-69657).
|
(e)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on March 12, 2012 (File No. 0-25581).
|
(f)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on June 4, 2013 (File No. 0-25581).
|
(g)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on August 20, 2014 (File No. 0-25581).
|
(h)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on November 25, 2015 (File No. 1-36691).
|
(i)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on September 22, 2014 (File No. 0-25581).
|
(j)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on September 26, 2014 (File No. 0-25581).
|
(k)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on March 2, 2015 (File No. 1-36691).
|
(l)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on March 4, 2015 (File No. 1-36691).
|
(m)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on March 12, 2015 (File No. 1-36691).
|
(n)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on March 13, 2015 (File No. 1-36691).
|
(o)
|
Previously filed as an exhibit to the Current Report on Form 8‑K filed on June 6, 2013 (File No. 0-25581).
|
(p)
|
Previously filed as an exhibit to the Current Report on Form 8‑K filed on November 8, 2005 (File No. 0-25581).
|
(q)
|
Previously filed as an exhibit to the Current Report on Form 8‑K filed on March 9, 2011 (File No. 0-25581).
|
(r)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on March 4, 2013 (File No. 0-25581).
|
(s)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on March 7, 2014 (File No. 0-25581).
|
(t)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on March 6, 2015 (File No. 1-36691).
|
(u)
|
Previously filed as an exhibit to the Annual Report on Form 10-K filed for the year ended December 31, 2014 (File No. 1-36691).
|
(v)
|
Previously filed as an exhibit to the Quarterly Report on Form 10-Q filed for the quarter ended September 30, 2014 (File No. 1-36691).
|
(w)
|
Previously filed as an exhibit to the Registration Statement on Form S-8 filed on June 13, 2014 (File No. 333-196756).
|
(x)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on November 8, 2013 (File No. 0-25581).
|
(y)
|
Previously filed as an exhibit to the Quarterly Report on Form 10-Q filed for the quarter ended September 30, 2011 (File No. 0-25581).
|
(z)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on October 21, 2005 (File No. 0-25581).
|
(aa)
|
Previously filed as an exhibit to the Annual Report on Form 10-K filed for the year ended December 31, 2008 (File No. 0-25581).
|
(bb)
|
Previously filed as an exhibit to our Current Report on Form 8-K filed on April 24, 2015 (File No. 1-36691).
|
(cc)
|
Previously filed as an exhibit to the Quarterly Report on Form 10-Q filed for the quarter ended March 31, 2015 (File No. 1-36691).
|
(dd)
|
Previously filed as an exhibit to our Current Report on Form 8-K filed on June 24, 2015 (File No. 1-36691).
|
(ee)
|
This document is being furnished in accordance with SEC Release Nos. 33‑8212 and 34‑47551.
|
Section 1 - Establishment Of the Plan
|
|
1
|
|
1.01
|
Purpose
|
1
|
|
1.02
|
Effective Date
|
1
|
|
Section 2 - Definitions
|
|
1
|
|
2.01
|
Bonus
|
1
|
|
2.02
|
Bonus Classification
|
1
|
|
2.03
|
Bonus Formula
|
1
|
|
2.04
|
Board
|
1
|
|
2.05
|
CEO
|
1
|
|
2.06
|
Committee
|
2
|
|
2.07
|
Corporation
|
2
|
|
2.08
|
Eligible Employee
|
2
|
|
2.09
|
Entitled Employee
|
2
|
|
2.10
|
Executive Officer
|
2
|
|
2.11
|
Performance Measure
|
2
|
|
2.12
|
Performance Period
|
2
|
|
2.13
|
Plan
|
2
|
|
Section 3 - Participation
|
|
3
|
|
3.01
|
Participation Requirements
|
3
|
|
Section 4 - Bonus
|
|
3
|
|
4.01
|
Eligibility
|
3
|
|
4.02
|
Determination of Bonuses
|
3
|
|
4.03
|
Limitation of Bonuses and General Discretion
|
3
|
|
4.04
|
Bonus Payments
|
4
|
|
Section 5 - Administration of the Plan
|
|
4
|
|
5.01
|
Administration
|
4
|
|
5.02
|
Right to Receive Payment
|
4
|
|
Section 6 - Provisions
|
|
5
|
|
6.01
|
Amendment or Termination
|
5
|
|
6.02
|
Effect of Amendment or Termination
|
5
|
|
6.03
|
No Enlargement of Contractual Rights
|
5
|
|
6.04
|
Interpretation
|
5
|
|
6.05
|
Withholding of Taxes
|
5
|
|
6.06
|
Binding on Successors
|
5
|
|
6.07
|
Currency
|
5
|
|
1.01
|
Purpose
|
1.02
|
Effective Date
|
2.01
|
Bonus
|
2.02
|
Bonus Classification
|
2.03
|
Bonus Formula
|
2.04
|
Board
|
2.05
|
CEO
|
2.06
|
Committee
|
2.07
|
Corporation
|
2.08
|
Eligible Employee
|
2.09
|
Entitled Employee
|
2.10
|
Executive Officer
|
2.11
|
Performance Measure
|
2.12
|
Performance Period
|
2.13
|
Plan
|
3.01
|
Participation Requirements
|
4.01
|
Eligibility
|
4.02
|
Determination of Bonuses
|
(a)
|
Performance Period;
|
(b)
|
Targeted goals for selected Performance Measures during the Performance Period; and
|
(c)
|
Applicable Bonus Formula for each Bonus Classification.
|
4.03
|
Limitation of Bonuses and General Discretion
|
(a)
|
The Bonus for any Entitled Employee may exceed or be below the amount calculated in accordance with this Section 4 as determined by the Committee in their sole discretion.
|
(b)
|
An Entitled Employee who, whether voluntarily or involuntarily, is terminated, demoted, transferred or otherwise ceases to be an Entitled Employee at any time prior to the payment of Bonuses for any Performance Period in accordance with Section 4.04 (Bonus Payments) shall not be eligible to receive a partial or full Bonus award with respect to such Performance Period, unless otherwise determined by the Committee, the Board or, in the case of non-Executive Officers, the CEO.
|
(c)
|
An Entitled Employee who was, during a year, promoted or newly hired to a position included in a Bonus Classification established by the Committee, shall have his or her Bonus prorated in accordance with the period of time he or she held such position, unless otherwise determined by the Committee or, in the case of non-Executive Officers, the CEO.
|
(d)
|
An Entitled Employee who was, during a year, promoted from one Bonus Classification to another Bonus Classification, shall have his or her Bonus prorated in accordance with the period of time he or she was in each Bonus Classification.
|
(e)
|
Notwithstanding the Bonus Classifications established by the Committee or the CEO, the Committee or, in the case of non-Executive Officers, the CEO may designate an Eligible Employee for inclusion in one of such Bonus Classifications when, but for such designation, the Eligible Employee would not otherwise be included in such Bonus Classification.
|
4.04
|
Bonus Payments
|
5.01
|
Administration
|
5.02
|
Right to Receive Payment
|
6.01
|
Amendment or Termination
|
6.02
|
Effect of Amendment or Termination
|
6.03
|
No Enlargement of Contractual Rights
|
6.04
|
Interpretation
|
6.05
|
Withholding of Taxes
|
6.06
|
Binding on Successors
|
6.07
|
Currency
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Earnings Computation:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings before income taxes
|
|
$
|
3,128,320
|
|
|
$
|
2,989,448
|
|
|
$
|
2,296,537
|
|
|
$
|
1,761,869
|
|
|
$
|
1,367,794
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to noncontrolling interests, before tax
|
|
—
|
|
|
—
|
|
|
(175
|
)
|
|
(5,922
|
)
|
|
(3,756
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Add:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
|
189,033
|
|
|
112,399
|
|
|
100,798
|
|
|
75,964
|
|
|
40,189
|
|
|||||
Total earnings as adjusted
|
|
$
|
3,317,353
|
|
|
$
|
3,101,847
|
|
|
$
|
2,397,160
|
|
|
$
|
1,831,911
|
|
|
$
|
1,404,227
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges Computation
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest Expense
|
|
$
|
160,229
|
|
|
$
|
88,353
|
|
|
$
|
83,289
|
|
|
$
|
62,064
|
|
|
$
|
31,721
|
|
Assumed interest element included in rent expense
|
|
28,804
|
|
|
24,046
|
|
|
17,509
|
|
|
13,900
|
|
|
8,468
|
|
|||||
Total fixed charges
|
|
$
|
189,033
|
|
|
$
|
112,399
|
|
|
$
|
100,798
|
|
|
$
|
75,964
|
|
|
$
|
40,189
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
|
17.5
|
|
|
27.6
|
|
|
23.8
|
|
|
24.1
|
|
|
34.9
|
|
Name
|
|
Jurisdiction of Incorporation
|
|
Percent
Ownership
|
|
|
|
|
|
Agoda Company Pte. Ltd.
|
|
Singapore
|
|
100%
|
Booking.com B.V.
|
|
The Netherlands
|
|
100%
|
Booking.com Holding B.V.
|
|
The Netherlands
|
|
100%
|
KAYAK Software Corporation
|
|
Delaware
|
|
100%
|
OpenTable, Inc.
|
|
Delaware
|
|
100%
|
Priceline.com Bookings Acquisition Company Limited
|
|
United Kingdom
|
|
100%
|
Priceline.com Europe Holdco, Inc.
|
|
Delaware
|
|
100%
|
Priceline.com Holdco U.K. Limited
|
|
United Kingdom
|
|
100%
|
priceline.com International Ltd.
|
|
United Kingdom
|
|
100%
|
priceline.com LLC
|
|
Delaware
|
|
100%
|
priceline.com Mauritius Company Limited
|
|
Mauritius
|
|
100%
|
Priceline Group Treasury Company B.V.
|
|
The Netherlands
|
|
100%
|
TravelJigsaw Holdings Limited
|
|
United Kingdom
|
|
100%
|
TravelJigsaw Limited
|
|
United Kingdom
|
|
100%
|
|
|
|
|
|
|
|
|
|
|
*
|
Subsidiaries which, when considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of December 31, 2015, have been excluded.
|
/s/ DELOITTE & TOUCHE LLP
|
|
|
|
Stamford, Connecticut
|
|
February 16, 2016
|
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
Dated: February 17, 2016
|
|
/s/ Darren R. Huston
|
|
Name:
|
Darren R. Huston
|
|
Title:
|
President and Chief Executive Officer
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
Dated: February 17, 2016
|
|
/s/ Daniel J. Finnegan
|
|
Name:
|
Daniel J. Finnegan
|
|
Title:
|
Chief Financial Officer and Chief
Accounting Officer
|
February 17, 2016
|
|
/s/ Darren R. Huston
|
|
Name:
|
Darren R. Huston
|
|
Title:
|
President and Chief Executive Officer
|
February 17, 2016
|
|
/s/ Daniel J. Finnegan
|
|
Name:
|
Daniel J. Finnegan
|
|
Title:
|
Chief Financial Officer and Chief Accounting Officer
|