SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) February 27, 2017
 
The Priceline Group Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
1-36691
 
06-1528493
(State or other Jurisdiction of
Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
800 Connecticut Avenue, Norwalk, Connecticut
 
06854
(Address of principal office)
 
(zip code)
 
N/A 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425
 
o             Soliciting material pursuant to Rule 14a-12  under the Exchange Act (17 CFR 240.14a-12)
 
o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o             Pre-commencement communications pursuant to Rule 13e-4c  under the Exchange Act (17 CFR 240.13e-4(c))



1



Item 2.02.              Results of Operations and Financial Condition.
 
On February 27, 2017 , The Priceline Group Inc. announced its financial results for the fourth quarter and year ended December 31, 2016 .  The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Copies of The Priceline Group's consolidated balance sheet at December 31, 2016 , consolidated statements of operations for the three and twelve months ended December 31, 2016 and consolidated statement of cash flows for the twelve months ended December 31, 2016 , are included in the financial and statistical supplement attached to the press release.  The consolidated balance sheet at December 31, 2016 , consolidated statements of operations for the three and twelve months ended December 31, 2016 and consolidated statement of cash flows for the twelve months ended December 31, 2016 shall be treated as “filed” for purposes of the Securities Exchange Act of 1934, as amended, but all other information in the press release shall be treated as "furnished."
 
Item 9.01.           Financial Statements and Exhibits.
 
(d)    Exhibits

Exhibit      Description

99.1
Press release (which includes a financial and statistical supplement and related information) issued by The Priceline Group Inc. on February 27, 2017 relating to, among other things, its fourth quarter and year ended December 31, 2016 earnings. The consolidated balance sheet at December 31, 2016 and consolidated statements of operations for the three and twelve months ended December 31, 2016 and consolidated statement of cash flows for the twelve months ended December 31, 2016 shall be treated as "filed" for the purposes of the Securities and Exchange Act of 1934, as amended, and the remaining information shall be treated as "furnished".

 



2



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
THE PRICELINE GROUP INC.
 
 
 
 
 
 
By:
/s/ Peter J. Millones
 
 
Name:
Peter J. Millones
 
 
Title:
Executive Vice President, General Counsel and Secretary
 
 
Date:  February 27, 2017


3



EXHIBIT INDEX
 
Exhibit No.      Description

99.1
Press release (which includes a financial and statistical supplement and related information) issued by The Priceline Group Inc. on February 27, 2017 relating to, among other things, its fourth quarter and year ended December 31, 2016 earnings.


4



Exhibit 99.1
PRICELINEGROUPLOGOJAN2016A04.JPG

The Priceline Group Reports Financial Results for 4 th Quarter and Full-Year 2016

NORWALK, CT - February 27, 2017. . . The Priceline Group Inc. (NASDAQ: PCLN) today reported its 4 th quarter and full-year 2016 financial results. Fourth quarter gross travel bookings for The Priceline Group (the "Company", the "Group," "we," "our" or "us"), which refers to the total dollar value, generally inclusive of all taxes and fees, of all travel services purchased by its customers, net of cancellations, were $15.1 billion, an increase of 26% over a year ago (approximately 28% on a constant-currency basis).
The Group's gross profit for the 4 th quarter was $2.3 billion , a 21% increase from the prior year (approximately 24% on a constant-currency basis). International operations contributed gross profit in the 4 th quarter of $2.0 billion, a 23% increase versus a year ago (approximately 26% on a constant-currency basis). Net income in the 4 th quarter was $674 million , a 34% increase versus the prior year. Net income was $13.47 per diluted share, a 35% increase as compared to the prior year.
Non-GAAP net income in the 4 th quarter was $711 million, a 31% increase versus the prior year. Non-GAAP net income was $14.21 per diluted share, a 32% increase compared to $10.73 per diluted share a year ago. Adjusted EBITDA for the 4 th quarter 2016 was $869 million, an increase of 22% versus a year ago. The section below entitled " Non-GAAP Financial Measures " provides definitions and information about the use of non-GAAP financial measures in this press release, and the attached financial and statistical supplement reconciles non-GAAP financial information with the Group's financial results under GAAP.
For the full-year 2016 , the Group had gross travel bookings of $68.1 billion , a 23% increase compared to 2015 (approximately 25% on a constant-currency basis). The Group's gross profit in 2016 was $10.3 billion , a 20% increase from the prior year (approximately 23% on a constant-currency basis). International operations contributed full-year gross profit of $9.1 billion , a 22% increase versus the prior year (approximately 25% on a constant-currency basis).
The Group had GAAP net income for full-year 2016 of $2.1 billion , a 16% decrease versus the prior year. Net income was $42.65 per diluted share, a 14% decrease as compared to prior year. Net income for full-year 2016 was negatively impacted by a non-cash charge of $941 million recorded in the 3 rd quarter of 2016 related to an impairment of goodwill, which reduced net income per diluted share by $18.79.
Non-GAAP net income for full year 2016 was $3.3 billion, a 23% increase versus the prior year. Non-GAAP net income was $65.63 per diluted share, a 26% increase compared to $51.92 per diluted share a year ago. Adjusted EBITDA for 2016 was $4.1 billion, an increase of 19% over the prior year.
"The Priceline Group finished 2016 with a strong 4 th quarter, reporting accelerating growth in hotel room nights booked, with solid organic growth and attractive profit margins," said Glenn Fogel, Chief Executive Officer of The Priceline Group. "We also recorded accelerating growth in room nights booked for the full year 2016 over 2015, which reflects the benefits of our scaled accommodations platform and strong execution by our global teams."
Looking forward to 2017, Mr. Fogel said, "We will continue to focus on growing our supply base to drive customer choice, innovating around the customer experience and investing efficiently in marketing to deliver profitable top-line growth."
 


1



Non-GAAP Financial Measures
The Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results.
To supplement the Consolidated Financial Statements, the Group uses the following non-GAAP financial measures: Adjusted EBITDA, non-GAAP gross profit, non-GAAP net income, non-GAAP net income per share and free cash flow. The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with generally accepted accounting principles in the United States.
The Group uses non-GAAP financial measures for financial and operational decision-making and as a basis to evaluate performance and set targets for employee compensation programs. The Group believes that these non-GAAP financial measures are useful for analysts and investors to evaluate the Group’s ongoing operating performance because they facilitate comparison of the Group’s results for the current period and projected next-period results to those of prior periods and to those of its competitors (though other companies may calculate similar non-GAAP financial measures differently than those calculated by the Group). These non-GAAP financial measures, in particular adjusted EBITDA and non-GAAP net income are not intended to represent funds available for the Group's discretionary use and are not intended to represent or to be used as a substitute for operating income, net income or cash flow from operations as measured under GAAP. The items excluded from these non-GAAP measures, but included in the calculation of their closest GAAP equivalent, are significant components of our consolidated statements of operations and must be considered in performing a comprehensive assessment of overall financial performance.
Non-GAAP net income is net income with the following adjustments:
excludes the impact, if any, of significant charges or benefits associated with judgments, rulings and/or settlements related to travel transaction tax (e.g., hotel occupancy taxes, excise taxes, sales taxes, etc.) proceedings,
excludes amortization expense of intangibles,
excludes the impact, if any, of significant charges related to the impairment of goodwill,
excludes non-cash interest expense related to the amortization of debt discount and gains or losses on early debt extinguishment, if any, related to our convertible debt,
excludes the impact, if any, of significant gains or losses on the sale of cost-method investments and significant charges related to other-than-temporary impairments of such investments, and
the tax impact of these non-GAAP adjustments mentioned above.
In addition to the adjustments listed above regarding non-GAAP net income, adjusted EBITDA excludes depreciation expense, interest income, interest expense and income tax expense and includes the impact of foreign currency transactions and other expenses.
We evaluate certain operating and financial measures on both an as-reported and constant-currency basis.  We calculate constant currency by converting our current-year period financial results for transactions recorded in currencies other than U.S. Dollars using the corresponding prior-year period monthly average exchange rates rather than the current-year period monthly average exchange rates.
The attached financial and statistical supplement includes reconciliations of the Group's financial results under GAAP to non-GAAP financial information for the three and twelve months ended December 31, 2016 and 2015.






2



Financial Guidance for 1 st Quarter 2017
 
 
Guidance Ranges
(U.S. Dollars in millions, except per share amounts)
 
Low
 
High
Metrics
 
 
 
 
Year over year growth - Room nights booked
 
20
%
 
25
%
Year over year growth - Total gross travel bookings
 
17
%
 
22
%
Year over year growth - Total gross travel bookings
(constant currency)
 
19
%
 
24
%
 
 
 
 
 
GAAP
 
 
 
 
Year over year growth - Gross profit
 
9.5
%
 
14.5
%
Year over year growth - Gross profit (constant currency)
 
11
%
 
16
%
Net income per diluted share
 
$
7.50

 
$
7.90

 
 
 
 
 
Non-GAAP
 
 
 
 
Non-GAAP Net income per diluted share
 
$
8.25

 
$
8.65

Adjusted EBITDA
 
$
550

 
$
580

 
 
 
 
 


Information About Forward-Looking Statements
This press release contains forward-looking statements. These forward-looking statements reflect the views of the Group's management regarding current expectations and projections about future events and are based on currently available information and current foreign currency exchange rates. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed, implied or forecasted in any such forward-looking statements. Expressions of future goals and similar expressions including, "may," "will," "should," "could," "expects," "plans," "anticipates," "intends," "believes," "estimates," "predicts," "potential," "targets," or "continue," reflecting something other than historical fact are intended to identify forward-looking statements.
The following factors, among others, could cause the Group's actual results to differ materially from those described in the forward-looking statements:
-- adverse changes in general market conditions for travel services;
-- the effects of increased competition;
-- fluctuations in foreign exchange rates and other risks associated with doing business in multiple currencies;
-- our ability to expand successfully in international markets;
-- our performance advertising efficiency;
-- any change by a major search engine in how it presents travel search results or conducts its auction for search placement in a manner that is competitively disadvantageous to us;
-- our ability to respond to and keep up with the rapid pace of technological change;
-- systems-related failures and/or security breaches;
-- adverse changes in the Group's relationships with travel service providers and restaurants;
-- the ability to attract and retain qualified personnel;
-- volatility in the price of our common stock; and
-- tax, legal and regulatory risks.

3



For a detailed discussion of these and other factors that could cause the Group's actual results to differ materially from those described in the forward-looking statements, please refer to the Group's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission and any subsequently filed Quarterly Reports on Form 10-Q. Unless required by law, the Group undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.


About The Priceline Group
The Priceline Group (NASDAQ: PCLN) is the world leader in online travel and related services, provided to customers and partners in over 220 countries through six primary brands - Booking.com , priceline.com , KAYAK, agoda.com , Rentalcars.com , and OpenTable . The Priceline Group’s mission is to help people experience the world.  For more information, visit PricelineGroup.com and follow us on Twitter @PricelineGroup.


###
For Press Information : Leslie Cafferty (203) 299-8128 leslie.cafferty@pricelinegroup.com
For Investor Relations : Michael Noonan (203) 299-8489 michael.noonan@pricelinegroup.com


4




The Priceline Group Inc.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
 
 
December 31,
 
 
2016
 
2015
ASSETS
 
 

 
 

Current assets:
 
 

 
 

Cash and cash equivalents
 
$
2,081,075

 
$
1,477,265

Short-term investments
 
2,218,880

 
1,171,246

Accounts receivable, net of allowance for doubtful accounts of $25,565 and $15,014, respectively
 
860,115

 
645,169

Prepaid expenses and other current assets
 
241,449

 
259,557

Total current assets
 
5,401,519

 
3,553,237

Property and equipment, net
 
347,017

 
274,786

Intangible assets, net
 
1,993,885

 
2,167,533

Goodwill
 
2,396,906

 
3,375,000

Long-term investments
 
9,591,067

 
7,931,363

Other assets
 
108,579

 
118,656

Total assets
 
$
19,838,973

 
$
17,420,575

 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 

 
 

Current liabilities:
 
 

 
 

Accounts payable
 
$
419,108

 
$
322,842

Accrued expenses and other current liabilities
 
857,467

 
681,587

Deferred merchant bookings
 
614,361

 
434,881

Convertible debt
 
967,734

 

Total current liabilities
 
2,858,670

 
1,439,310

Deferred income taxes
 
822,334

 
892,576

Other long-term liabilities
 
138,767

 
134,777

Long-term debt
 
6,170,522

 
6,158,443

  Total liabilities
 
9,990,293

 
8,625,106

 
 
 
 
 
Convertible debt
 
28,538

 


 
 
 
 
Stockholders' equity:
 
 

 
 

Common stock, $0.008 par value, authorized 1,000,000,000 shares, 62,379,247 and 62,039,516 shares issued, respectively
 
485

 
482

Treasury stock, 13,190,929 and 12,427,945 shares, respectively
 
(6,855,164
)
 
(5,826,640
)
Additional paid-in capital
 
5,482,653

 
5,184,910

Retained earnings
 
11,326,852

 
9,191,865

Accumulated other comprehensive income (loss)
 
(134,684
)
 
244,852

  Total stockholders' equity
 
9,820,142

 
8,795,469

Total liabilities and stockholders' equity
 
$
19,838,973

 
$
17,420,575







5



The Priceline Group Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
 
 
Three Months Ended
December 31,
 
Year Ended
December 31,
 
 
2016
 
2015
 
2016
 
2015
Agency revenues
 
$
1,736,677

 
$
1,400,724

 
$
7,982,116

 
$
6,527,898

Merchant revenues
 
439,816

 
445,782

 
2,048,005

 
2,082,973

Advertising and other revenues
 
171,940

 
153,489

 
712,885

 
613,116

Total revenues
 
2,348,433

 
1,999,995

 
10,743,006

 
9,223,987

Cost of revenues
 
72,072

 
120,612

 
428,314

 
632,180

Gross profit
 
2,276,361

 
1,879,383

 
10,314,692

 
8,591,807

Operating expenses:
 
 
 
 

 
 

 
 

Performance advertising
 
738,466

 
561,255

 
3,479,287

 
2,738,218

Brand advertising
 
40,740

 
54,161

 
295,698

 
273,704

Sales and marketing
 
112,515

 
83,685

 
435,225

 
353,221

Personnel, including stock-based compensation of $74,524, $74,949, $249,574 and $247,395, respectively
 
361,417

 
312,757

 
1,350,032

 
1,166,226

General and administrative
 
115,636

 
106,591

 
455,909

 
415,420

Information technology
 
37,419

 
32,270

 
142,393

 
113,617

Depreciation and amortization
 
79,807

 
70,764

 
309,135

 
272,494

Impairment of goodwill
 

 

 
940,700

 

Total operating expenses
 
1,486,000

 
1,221,483

 
7,408,379

 
5,332,900

Operating income
 
790,361

 
657,900

 
2,906,313

 
3,258,907

Other income (expense):
 
 
 
 

 
 

 
 

Interest income
 
29,089

 
16,414

 
94,946

 
55,729

Interest expense
 
(55,236
)
 
(43,767
)
 
(207,900
)
 
(160,229
)
Foreign currency transactions and other
 
(1,551
)
 
(14,017
)
 
(16,913
)
 
(26,087
)
Impairment of cost-method investments
 

 

 
(63,208
)
 

Total other expense
 
(27,698
)
 
(41,370
)
 
(193,075
)
 
(130,587
)
Earnings before income taxes
 
762,663

 
616,530

 
2,713,238

 
3,128,320

Income tax expense
 
88,755

 
112,261

 
578,251

 
576,960

Net income
 
673,908

 
504,269

 
2,134,987

 
2,551,360

Net income applicable to common stockholders per basic common share
 
$
13.66

 
$
10.14

 
$
43.14

 
$
50.09

Weighted-average number of basic common shares outstanding
 
49,320

 
49,741

 
49,491

 
50,940

Net income applicable to common stockholders per diluted common share
 
$
13.47

 
$
10.00

 
$
42.65

 
$
49.45

Weighted-average number of diluted common shares outstanding
 
50,020

 
50,403

 
50,063

 
51,593



6



The Priceline Group Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
 
Year Ended December 31,
 
 
2016
 
2015
 
2014
OPERATING ACTIVITIES:
 
 

 
 

 
 

Net income
 
$
2,134,987

 
$
2,551,360

 
$
2,421,753

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

 
 

Depreciation
 
140,059

 
101,517

 
78,241

Amortization
 
169,076

 
170,977

 
129,579

Provision for uncollectible accounts, net
 
46,241

 
24,324

 
22,990

Deferred income tax expense (benefit)
 
(111,905
)
 
(61,335
)
 
31,707

Stock-based compensation expense and other stock-based payments
 
249,726

 
249,133

 
189,292

Amortization of debt issuance costs
 
7,758

 
7,578

 
5,229

Amortization of debt discount
 
68,974

 
66,687

 
54,731

Loss on early extinguishment of debt
 

 
3

 
6,270

Impairment of goodwill
 
940,700

 

 

Impairment of cost-method investments
 
63,208

 

 

Changes in assets and liabilities:
 
 

 
 

 
 

Accounts receivable
 
(284,221
)
 
(68,694
)
 
(182,209
)
Prepaid expenses and other current assets
 
5,495

 
(81,611
)
 
(48,932
)
Accounts payable, accrued expenses and other current liabilities
 
516,356

 
166,201

 
203,870

Other
 
(21,757
)
 
(23,909
)
 
1,876

Net cash provided by operating activities
 
3,924,697

 
3,102,231

 
2,914,397

 
 
 
 
 
 
 
INVESTING ACTIVITIES:
 
 

 
 

 
 

Purchase of investments
 
(6,741,202
)
 
(8,669,690
)
 
(10,552,214
)
Proceeds from sale of investments
 
3,684,103

 
5,084,238

 
10,902,500

Additions to property and equipment
 
(219,889
)
 
(173,915
)
 
(131,504
)
Acquisitions and other investments, net of cash acquired
 
(7,813
)
 
(140,338
)
 
(2,496,366
)
Acquisition of land use rights
 
(48,494
)
 

 

Proceeds from foreign currency contracts
 

 
453,818

 
14,354

Payments on foreign currency contracts
 

 
(448,640
)
 
(94,661
)
Net cash used in investing activities
 
(3,333,295
)
 
(3,894,527
)
 
(2,357,891
)
 
 
 
 
 
 
 
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
 
994,705

 
2,399,034

 
2,264,753

Payment of debt issuance costs - revolving credit facility
 

 
(4,005
)
 

Payments related to conversion of senior notes
 

 
(147,629
)
 
(125,136
)
Repurchase of common stock
 
(1,013,526
)
 
(3,089,055
)
 
(750,378
)
Payments of contingent consideration
 

 
(10,700
)
 

Proceeds from exercise of stock options
 
15,572

 
20,851

 
16,389

Excess tax benefits on stock-based awards and other equity deductions
 
60,986

 
101,508

 
23,366

Net cash provided by (used in) financing activities
 
57,737

 
(729,996
)
 
1,428,994

Effect of exchange rate changes on cash, cash equivalents and restricted cash
 
(45,203
)
 
(149,131
)
 
(136,476
)
Net increase (decrease) in cash, cash equivalents and restricted cash
 
603,936

 
(1,671,423
)
 
1,849,024

Cash, cash equivalents and restricted cash, beginning of period
 
1,478,071

 
3,149,494

 
1,300,470

Cash, cash equivalents and restricted cash, end of period
 
$
2,082,007

 
$
1,478,071

 
$
3,149,494

 
 
 
 
 
 
 
SUPPLEMENTAL CASH FLOW INFORMATION:
 
 

 
 

 
 

Cash paid during the period for income taxes
 
$
636,550

 
$
534,105

 
$
491,530

Cash paid during the period for interest
 
$
125,912

 
$
54,299

 
$
16,950

Non-cash investing activity for contingent consideration
 
$

 
$
9,170

 
$
10,700

Non-cash financing activity for acquisitions
 
$

 
$

 
$
13,751





7





The Priceline Group Inc.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
(In thousands, except per share data)
RECONCILIATION OF GROSS PROFIT TO NON-GAAP GROSS PROFIT
 
Three Months Ended
December 31,
 
Year Ended
December 31,
 
 
 
 
2016
 
2015

2016
 
2015
 
 
Gross profit
 
$
2,276,361

 
$
1,879,383

 
$
10,314,692

 
$
8,591,807

 
 
 
 
 
 
 
 
 
 
 
 (a)
 
Adjustment to exclude favorable impact of travel transaction tax judgments, rulings and settlements
 

 

 

 
(30,059
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP Gross profit
 
$
2,276,361

 
$
1,879,383

 
$
10,314,692

 
$
8,561,748

  
 
RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA
 
Three Months Ended
December 31,
 
Year Ended
December 31,
 
 
2016
 
2015
 
2016
 
2015
 
 
Net income
 
$
673,908

 
$
504,269

 
$
2,134,987

 
$
2,551,360

 
 
 
 
 
 
 
 
 
 
 
 (a)
 
Adjustment to exclude favorable impact of travel transaction tax judgments, rulings and settlements
 

 

 

 
(30,059
)
 (c)
 
Depreciation and amortization
 
79,807

 
70,764

 
309,135

 
272,494

 (d)
 
Impairment of goodwill
 

 

 
940,700

 

 (e)
 
Interest income
 
(29,089
)
 
(16,414
)
 
(94,946
)
 
(55,729
)
 (e)
 
Interest expense
 
55,236

 
43,767

 
207,900

 
160,229

 (f)
 
Loss on extinguishment of convertible debt
 

 

 

 
3

 (g)
 
Impairment of cost-method investments
 

 

 
63,208

 

 (h)
 
Income tax expense
 
88,755

 
112,261

 
578,251

 
576,960

 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA
 
$
868,617

 
$
714,647

 
$
4,139,235

 
$
3,475,258

 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA as a % of Non-GAAP Gross profit
 
38.2
%
 
38.0
%
 
40.1
%
 
40.6
%





 

8



The Priceline Group Inc.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
(In thousands, except per share data)

RECONCILIATION OF NET INCOME TO NON-GAAP NET INCOME AND NON-GAAP NET INCOME PER DILUTED COMMON SHARE
 
Three Months Ended
December 31,
 
Year Ended
December 31,
 
 
2016
 
2015
 
2016
 
2015
 
 
Net income
 
$
673,908

 
$
504,269

 
$
2,134,987

 
$
2,551,360

 
 
 
 
 
 
 
 
 
 
 
 (a)
 
Adjustment to exclude favorable impact of travel transaction tax judgments, rulings and settlements
 

 

 

 
(30,059
)
 (b)
 
Amortization of intangible assets
 
41,701

 
42,767

 
169,076

 
170,977

 (d)
 
Impairment of goodwill
 

 

 
940,700

 

 (f)
 
Debt discount amortization related to convertible debt
 
16,359

 
15,832

 
64,640

 
62,885

 (f)
 
Loss on extinguishment of convertible debt
 

 

 

 
3

 (g)
 
Impairment of cost-method investments
 

 

 
63,208

 

 (i)
 
Tax impact of Non-GAAP adjustments
 
(21,115
)
 
(22,222
)
 
(86,702
)
 
(76,391
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP Net income
 
$
710,853

 
$
540,646

 
$
3,285,909

 
$
2,678,775

 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP weighted-average number of diluted common shares outstanding
 
50,020

 
50,403

 
50,063

 
51,593

 
 
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP Net income per diluted common share
 
$
14.21

 
$
10.73

 
$
65.63

 
$
51.92


RECONCILIATION OF CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW
 
Three Months Ended
December 31,
 
Year Ended
December 31,
 
 
 
 
2016
 
2015
 
2016
 
2015
 
 
Net cash provided by operating activities
 
$
1,106,509

 
$
881,072

 
$
3,924,697

 
$
3,102,231

 
 
 
 
 
 
 
 
 
 
 
 (j)
 
Additions to property and equipment
 
(51,813
)
 
(47,278
)
 
(219,889
)
 
(173,915
)
 (j)
 
Acquisition of land use rights
 

 

 
(48,494
)
 

 
 
 
 
 
 
 
 
 
 
 
 
 
Free cash flow
 
$
1,054,696

 
$
833,794

 
$
3,656,314

 
$
2,928,316

 
 
 
 
 
 
 
 
 
 
 
 
 
Free cash flow as a % of Non-GAAP Gross profit
 
46.3
%
 
44.4
%
 
35.4
%
 
34.2
%

 
Notes:
 (a)
Adjustment for travel transaction taxes (including estimated interest and penalties) principally related to a favorable ruling in the State of Hawaii is recorded in Cost of revenues.
 (b)
Amortization of intangible assets is recorded in Depreciation and amortization expense.
 (c)
Depreciation and amortization are excluded from Net income to calculate Adjusted EBITDA.
 (d)
Impairment of goodwill is recorded in Operating expenses and related to OpenTable.
 (e)
Interest income and Interest expense are excluded from Net income to calculate Adjusted EBITDA.
 (f)
Non-cash interest expense related to the amortization of debt discount and loss on early extinguishment of convertible debt are recorded in Interest expense and Foreign currency transactions and other, respectively.
 (g)
Impairment of cost-method investments is recorded in Other income (expense) and principally relates to our investment in Hotel Urbano.
 (h)
Income tax expense is excluded from Net income to calculate Adjusted EBITDA.
 (i)
Reflects the tax impact of non-GAAP adjustments.
 (j)
Additions to property and equipment and land use rights are included in the calculation of Free cash flow.
 
 
 
For a more detailed discussion of the adjustments described above, please see the section in our press release entitled "Non-GAAP Financial Measures" which provides a definition and information about the use of non-GAAP financial measures.

9




The Priceline Group Inc.
Statistical Data
In millions
(Unaudited)
 
Gross Bookings
 
4Q14
 
1Q15
 
2Q15
 
3Q15
 
4Q15
 
1Q16
 
2Q16
 
3Q16
 
4Q16
Agency
 
$
8,974

 
$
11,908

 
$
12,867

 
$
12,850

 
$
10,344

 
$
14,534

 
$
15,369

 
$
15,757

 
$
12,978

Merchant
 
1,685

 
1,867

 
2,094

 
1,928

 
1,670

 
2,119

 
2,494

 
2,703

 
2,134

Total
 
$
10,659

 
$
13,775

 
$
14,960

 
$
14,778

 
$
12,015

 
$
16,653

 
$
17,862

 
$
18,460

 
$
15,112

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year/Year Growth
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Agency
 
18.5
 %
 
13.2
 %
 
11.1
%
 
8.7
 %
 
15.3
 %
 
22.1
 %
 
19.4
 %
 
22.6
 %
 
25.5
 %
Merchant
 
7.9
 %
 
5.8
 %
 
7.0
%
 
(3.7
)%
 
(0.9
)%
 
13.5
 %
 
19.1
 %
 
40.2
 %
 
27.8
 %
Total
 
16.7
 %
 
12.2
 %
 
10.5
%
 
6.9
 %
 
12.7
 %
 
20.9
 %
 
19.4
 %
 
24.9
 %
 
25.8
 %
Constant Currency
 
23
 %
 
26
 %
 
26
%
 
22
 %
 
24
 %
 
26
 %
 
21
 %
 
26
 %
 
28
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Units Sold
 
4Q14
 
1Q15
 
2Q15
 
3Q15
 
4Q15
 
1Q16
 
2Q16
 
3Q16
 
4Q16
Room Nights
 
78.2

 
104.6

 
113.1

 
115.6

 
99.1

 
136.5

 
140.7

 
149.6

 
129.7

Year/Year Growth
 
24.0
 %
 
25.4
 %
 
26.2
%
 
22.0
 %
 
26.6
 %
 
30.5
 %
 
24.4
 %
 
29.4
 %
 
31.0
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rental Car Days
 
11.0

 
14.6

 
17.2

 
16.0

 
12.2

 
16.2

 
18.5

 
18.0

 
14.0

Year/Year Growth
 
16.1
 %
 
18.0
 %
 
20.1
%
 
13.0
 %
 
10.6
 %
 
10.9
 %
 
7.9
 %
 
12.5
 %
 
14.4
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Airline Tickets
 
1.7

 
2.0

 
2.1

 
2.0

 
1.7

 
1.8

 
2.0

 
1.9

 
1.6

Year/Year Growth
 
(4.0
)%
 
(3.2
)%
 
0.3
%
 
(1.1
)%
 
(2.6
)%
 
(7.2
)%
 
(6.6
)%
 
(2.5
)%
 
(4.3
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4Q14
 
1Q15
 
2Q15
 
3Q15
 
4Q15
 
1Q16
 
2Q16
 
3Q16
 
4Q16
Revenue
 
$
1,840.1

 
$
1,840.7

 
$
2,280.4

 
$
3,102.9

 
$
2,000.0

 
$
2,148.1

 
$
2,555.9

 
$
3,690.6

 
$
2,348.4

Year/Year Growth
 
19.4
 %
 
12.1
 %
 
7.4
%
 
9.4
 %
 
8.7
 %
 
16.7
 %
 
12.1
 %
 
18.9
 %
 
17.4
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross Profit
 
$
1,674.7

 
$
1,672.2

 
$
2,092.9

 
$
2,947.3

 
$
1,879.4

 
$
2,019.5

 
$
2,429.8

 
$
3,589.1

 
$
2,276.4

Year/Year Growth
 
25.6
 %
 
18.9
 %
 
11.1
%
 
12.5
 %
 
12.2
 %
 
20.8
 %
 
16.1
 %
 
21.8
 %
 
21.1
 %
 
Amounts may not total due to rounding.

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

10