UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended: December 31, 20122015
Commission File No.: 0-255811-36691
priceline.com IncorporatedThe Priceline Group Inc.
(Exact name of Registrant as specified in its charter)
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Delaware (State or other Jurisdiction of Incorporation or Organization) | | 06-1528493 (I.R.S. Employer Identification No.) |
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800 Connecticut Avenue Norwalk, Connecticut (Address of Principal Executive Offices) | | 06854 (Zip Code) |
Registrant’s telephone number, including area code: (203) 299-8000
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Securities Registered Pursuant to Section 12(b) of the Act:
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| Title of Each Class: | | Name of Each Exchange on which Registered: |
| Common Stock, par value $0.008 per share | | The NASDAQ Global Select Market |
| 2.150% Senior Notes Due 2022 | | New York Stock Exchange |
| 2.375% Senior Notes Due 2024 | | New York Stock Exchange |
| 1.800% Senior Notes Due 2027 | | New York Stock Exchange |
Securities Registered Pursuant to Section 12(g) of the Act: None.
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one):
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Large accelerated filer x | | Accelerated filer o |
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Non-accelerated filer o | | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ý
The aggregate market value of common stock held by non-affiliates of priceline.com IncorporatedThe Priceline Group Inc. as of June 30, 20122015 was approximately $32.8$58.6 billion based upon the closing price reported for such date on the NASDAQ Global Select Market. For purposes of this disclosure, shares of common stock held by executive officers and directors of priceline.com IncorporatedThe Priceline Group Inc. on June 30, 20122015 have been excluded because such persons may be deemed to be affiliates of priceline.com Incorporated.The Priceline Group Inc. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of outstanding shares of priceline.com Incorporated’sThe Priceline Group Inc.’s common stock was 49,870,89349,616,595 as of February 20, 2013.9, 2016.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this Annual Report on Form 10-K, to the extent not set forth in this Form 10-K, is incorporated herein by reference from priceline.com Incorporated’sThe Priceline Group Inc.'s definitive proxy statement relating to the annual meeting of stockholders to be held on June 6, 2013,2, 2016, to be filed with the Securities and Exchange Commission within 120 days after the end of priceline.com Incorporated’sThe Priceline Group Inc.'s fiscal year ended December 31, 2012.2015.
priceline.com IncorporatedThe Priceline Group Inc. Annual Report on Form 10-K for the Year Ended December 31, 20122015 Index
Special Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K and the documents incorporated herein by reference contain forward-looking statements. These forward-looking statements reflect our views regarding current expectations and projections about future events and conditions and are based on currently available information. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict, including the Risk Factors identified in Part I, Item 1A of this Annual Report; therefore, actual results maycould differ materially from those expressed, implied or forecast in any such forward-looking statements.
Expressions of future goals and expectations and similar expressions, including without limitation, "may," "will," "should," "could," "expects," "does not currently expect," "plans," "anticipates," "intends," "believes," "estimates," "predicts," "potential," "targets," orand "continue," reflecting something other than historical fact are intended to identify forward-looking statements. Our actual results could differ materially from those described in the forward-looking statements for various reasons including the risks we face, which are more fully described in Part I, Item 1A, "Risk Factors." Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. However, readers should carefully review the reports and documents we file or furnish from time to time with the Securities and Exchange Commission (the "SEC" or the "Commission"), particularly our quarterly reports on Form 10-Q and current reports on Form 8-K.
PART I
Item 1. Business
Priceline.com Incorporated is aWe help people experience the world by providing consumers, travel service providers and restaurants with leading travel and restaurant reservation and related services. Through our online travel company that offers its customers hotel andcompanies ("OTCs"), we connect consumers wishing to make travel reservations with providers of travel services around the world. We are the leader in the worldwide online accommodation reservation market based on room nights booked. We offer consumers a broad array of accommodation reservations at over 295,000 properties worldwide (as of February 25, 2013), as well as reservations for(including hotels, bed and breakfasts, hostels, apartments, vacation rentals and other travel services. We offer our services primarilyproperties) through our Booking.com, priceline.com Agoda.com and rentalcars.comagoda.com brands. Booking.com, the world's largest hotel and accommodation reservation website, serves customers around the world with reservations at properties worldwide. Agoda primarily serves customers in Asia-Pacific with hotel reservations at properties in Asia-Pacific. Priceline.com primarily serves customers in the United States withOur priceline.com brand also offers consumers reservations for hotels, car rentals,rental cars, airline tickets, vacation packages destinationand cruises. We offer rental car reservations worldwide through rentalcars.com. We also allow consumers to easily compare airline ticket, hotel reservation and rental car reservation information from hundreds of travel websites at once through KAYAK. We provide restaurants with reservation management services and cruises in North America. Rentalcars.com offers car rentalconsumers with the ability to make restaurant reservations worldwide. We refer to our company and allat participating restaurants through OpenTable, a leading provider of our subsidiaries and brands, including Booking.com, priceline.com, Agoda.com and rentalcars.com, collectively as the "Priceline Group," the "Company," "we," "our" or "us."online restaurant reservations.
We launched our business in the United States in 1998 under the priceline.com brand and have since expanded our operations to include five other primary, independently operated brands: Booking.com, Agoda.comKAYAK, agoda.com, rentalcars.com and rentalcars.com, which are independently managed and operated international brands.OpenTable. Our principal goalmission is to servehelp people experience the world by serving both consumers and our customerstravel service provider and restaurant partners with worldwide leadership in online hotel, accommodationreservation and rental car reservations.related services. Our business is driven primarily by international results, which consist of the results of Booking.com, agoda.com and rentalcars.com and the results of the internationally-based websites of KAYAK and OpenTable (in each case regardless of where the consumer resides, where the consumer is physically located while making a reservation or the location of the travel service provider or restaurant). During the year ended December 31, 2012,2015, our international business (the substantial majority of which is generated by Booking.com) represented approximately 82%88% of our gross bookings (an operating and statistical metric referring to the total dollar value, generally inclusive of all taxes and fees, of all travel services purchasedbooked by our customers)customers, net of cancellations), approximately 86% of our consolidated gross profit and approximately 92%94% of our consolidated operating income. Given that our international business is primarily comprised of hotel reservation services, and that hotel reservations also represent aA significant majority of our domestic business, gross profit is earned in connection with facilitating accommodation reservations. See Note 17 to the reservationConsolidated Financial Statements for more geographic information.
The Priceline Group Inc. was formed as a Delaware limited liability company in 1997 and was converted into a Delaware corporation in July 1998. On April 1, 2014, the Company changed its name from priceline.com Incorporated to The Priceline Group Inc. Our common stock is listed on the NASDAQ Global Select Market under the symbol "PCLN." Our principal executive offices are located at 800 Connecticut Avenue, Norwalk, Connecticut 06854. We refer to our company and all of hotel room nights represents a substantial majorityour subsidiaries and brands, including Booking.com, priceline.com, KAYAK, agoda.com, rentalcars.com, OpenTable and various smaller brands, collectively as "The Priceline Group," the "Company," "we," "our" or "us." We determined that our brands constitute our operating segments. We have aggregated our operating segments into one reportable segment. See Note 2 to our Consolidated Financial Statements.
The Priceline Group Business Model
We derive substantially all of our gross profit.profit from the following sources:
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.
Our priceline.com brand in the United States offers merchant Name Your Own Price® opaque travel services, (sometimes referred to as "opaque" travel services because certain elements of the service are not disclosed to the customer prior to booking), which are recorded in revenue on a "gross" basis and have associated cost of revenue. Retail, or price-disclosed, travelAll of our other services (including semi-opaque travel services) offered by both our U.S. and international brands are recorded in revenue on a "net" basis and have no associated cost of revenue. Therefore, revenue increases and decreases are impacted by changes in the mix of our revenues between Name Your Own Price® travel services and retail travelother services. Gross profit reflects the commission or net margin earned for bothall of our services. Consequently, gross profit is an important measure to evaluate growth in our business because, in contrast to our revenues, it is not affected by the different methods of recording revenue and cost of revenue between our Name Your Own Price® travel reservation services and retail travelour other services. Consequently, gross profit has become an increasingly important measure of evaluating growth in our business. At present, we derive substantially all of our gross profit from the following sources:
Commissions earned from facilitating reservations of price-disclosed hotels, rental cars, cruises and other travel services;
Transaction gross profit and customer processing fees from our price-disclosed hotel, rental car, and vacation package reservation services;
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• | Transaction gross profit and customer processing fees from our Name Your Own Price® hotel, rental car and airline ticket reservation services;
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• | Global distribution system ("GDS") reservation booking fees related to our Name Your Own Price® hotel, rental car and airline ticket reservation services, and price-disclosed airline ticket and rental car reservation services; and
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Other gross profit derived primarily from selling advertising on our websites.
For the year ended December 31, 2012,2015, we had gross profit of approximately $4.1$8.6 billion comprised of "agency" gross profit, "merchant" gross profit, and "other" gross profit. Agency gross profit is derived from travel relatedtravel-related transactions where we are not the merchant of record, and therefore do not charge the customer's credit card, and where the prices of the travel services reserved through our websites are determined by third parties. Agency gross profit, which represented the substantial majority of our total gross profit in 2012, consisted2015, consists primarily of: (1) travel commissions earned from price-disclosed hotel reservations at Booking.com and priceline.com, and price-disclosed reservations for rental cars, cruises and other travel services;commissions; (2) GDS reservation booking fees related to certain of the agency services listed above;travel services; (3) travel insurance fees; and (3)(4) customer processing fees. Merchant gross profit is derived from transactionsservices where we are the merchant of record and therefore charge the customer'sconsumer's credit card for the travel services provided, and consistedconsists of: (1) transaction gross profit representing the amount charged to a customer,consumer, less the amount charged to us by travel service providers in connection with (a) the hotel reservations provided through our merchant price-disclosed hotel service at Agoda.com and priceline.com and (b) the reservations provided through our merchant semi-opaque rental car service at rentalcars.com and merchant semi-opaque hotel service at priceline.com, which allow customers to see the price of the reservation prior to purchase but not the identity of the provider;providers; (2) transaction gross profit representing revenue charged to a customer, less the cost of revenue amount charged by travel service providers in connection with the reservations provided through our Name Your Own Price® hotel, rental car and airline ticket reservation services, as well as through our price-disclosed vacation packages services; (3) customer processing fees charged in connection with the sale of our Name Your Own Price® hotel, rental carfees; and airline ticket reservations and our merchant price-disclosed hotel reservations; and (4)(3) ancillary fees, including damage excess waiver and travel insurance fees and GDS reservation booking fees related to certain of the services listed above. Other gross profit istravel services. Advertising and other revenues are derived primarily from selling(1) revenues earned by KAYAK for (a) sending referrals to OTCs and travel service providers and (b) advertising placements on our websites.
Priceline.com Incorporated was formed as a Delaware limited liability company in 1997KAYAK's websites and was converted into a Delaware corporation in July 1998. Our common stock is listed on the NASDAQ Global Select Market under the symbol "PCLN." Our principal executive officesmobile apps; and (2) revenues earned by OpenTable for (a) 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. Revenues from KAYAK are located at 800 Connecticut Avenue, Norwalk, Connecticut 06854.
Thenet of intercompany revenues earned by KAYAK from other Priceline Group Business Model
We own and operate an online global travel service network that efficiently connects customers wishing to make travel reservations with providers of travel services around the world, including over 295,000 hotels and accommodations as of February 25, 2013. We offer customers hotel reservation services on a worldwide basis primarily under the Booking.com, priceline.com and Agoda.com brands. In the United States, we also offer reservation services through our priceline.com brand for rental cars, airline tickets, vacations packages, destination services and cruises. Our priceline.com brand offers these travel services through a price-disclosed "retail" manner, through our proprietary demand-collection system known as Name Your Own Price® and through our semi-opaque service known as “Express Deals.” In May 2010, we acquired TravelJigsaw and in late 2011, we re-branded TravelJigsaw as "rentalcars.com." Through rentalcars.com, we offer retail price-disclosed rental car reservations around the world.
In November 2012 we entered into a definitive agreement to acquire KAYAK Software Corporation, a leading meta-search service, in a stock and cash transaction. Under the terms of the agreement, the transaction values KAYAK at $1.8 billion ($1.65 billion net of cash acquired) or $40 per share of KAYAK common stock, with $500 million to be paid in cash, which is expected to be made from cash on hand in the United States, and $1.3 billion to be paid in shares of our common stock and assumed options (subject to a volume-weighted average trading price calculation and a collar on the value of our common stock). See Note 202 to theour Consolidated Financial Statements for further details. The transaction is expected to be completed in the first half of 2013, pending approval from relevant regulatory authorities and KAYAK shareholders.more information.
International: Price-Disclosed Hotel Reservation Services. We offer a retail, price-disclosed hotel and accommodation reservation service through our international brands, which consist primarily of Booking.com, the world's largest online hotel and accommodation website with operations worldwide, and Agoda.com, an online hotel reservation service with operations primarily in Asia. As of February 25, 2013, Booking.com works with over 275,000 properties in over 180 countries and territories offering hotel and accommodation reservations on various websites and in 41 languages.
International: Price-Disclosed Rental Car Reservation Services. We offer a merchant semi-opaque rental car reservation service through rentalcars.com, a Manchester, U.K.-based rental car reservation service, which we acquired in May 2010. Rentalcars.com offers rental car reservations throughout the world. Customers can see the price of the reservation prior to purchase but not the identity of the travel service provider. Certain members of our management own a non-controlling interest in rentalcars.com. See Note 13 to the Consolidated Financial Statements for further details.
United States: OpaqueTravel Services. We have developed a unique pricing system that allows customers to specify the price they are prepared to pay when submitting an offer for a particular leisure travel service. We then access databases in which participating travel service providers file secure discounted rates not generally available to the public, to determine whether we can fulfill the customer's offer and decide whether we want to accept the offer at the price designated by the customer. This Name Your Own Price® service uses the flexibility of customers to enable travel service providers to accept a lower price in order to sell their excess capacity without disrupting their existing distribution channels or retail pricing structures. We often refer to our Name Your Own Price® travel services as "opaque" because certain elements of the service are not disclosed to the customer prior to booking. In 2012, we launched Express Deals, a merchant semi-opaque, price-disclosed hotel reservation service at priceline.com, which allows customers to see the price of the reservation prior to booking but not the identity of the supplier.
United States: Price-Disclosed Travel Services. In the United States, we offer customers the ability to purchase reservations for price-disclosed hotels, rental cars, airline tickets, vacation packages, destination services and cruises at retail prices. We believe that the combination of our retail price-disclosed models and our Name Your Own Price® model allows us to provide a broad array of options to value-conscious consumers.
The Priceline Group Strategy
TheWe aim to achieve our mission to help people experience the world through global leadership in online travel category has continuedand restaurant reservation and related services. We focus on relentless innovation and a commitment to experience significant worldwide growthserve both consumers and travel service provider and restaurant partners with unmatched service and best-in-class digital technology. As the online travel and dining categories continue to grow as consumer purchasing shifts from traditional off-line channels to interactive online channels, including mobile. We are the leader in the worldwide online hotel and accommodation reservation market based on room nights booked. Ourmobile channels, our strategy is to continue to participate broadly in this online travel growth by expanding our service offerings and markets. In particular, we aim to be the world leader in online travel and restaurant reservation and related services by (a) providing consumers with the best experience, (b) partnering with travel service providers and restaurants to our mutual benefit, (c) operating entrepreneurial, independent brands that share best practices, and (d) investing in profitable and sustainable growth.
Maintain and Grow Our Position asProviding the Leading Worldwide Online Hotel and Accommodation Reservation Servicebest consumer experience. The size of the travel market outside of the United States is substantially greater than that within the United States. Historically, Internet penetration rates and e-commerce adoption rates of international consumers have trailed those of U.S. consumers. However, international consumers are rapidly moving to online means for purchasing travel services. Accordingly, recent international online travel growth rates have substantially exceeded, and are expected to continue to exceed, growth rates within the United States. For the year ended December 31, 2012, approximately 82% of our gross bookings and approximately 92% of our consolidated operating income were generated through our international brands - primarily Booking.com. We expect that our international brands will continue to represent a significant percentage of our gross bookings and consolidated operating income, and that these percentages may continue to increase if international growth rates continue to exceed those within the United States. 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
approximately 390,000 vacation rental properties (updated property counts are available on the Booking.com website). Further, we endeavor to provide excellent customer service in a variety of ways, including through our call centers and websites, so that consumers can be confident that booking reservations through us will lead to a positive experience. We are constantly innovating in order to provide a best-in-class user experience with intuitive, easy-to-use websites and mobile apps to ensure that we are meeting the needs of online consumers while aiming to exceed their expectations.
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.
Maintaining multiple, independently managed brands. We employ a strategy of operating multiple, independently managed brands, which we believe allows us the opportunity to continueoffer our reservation services in ways that appeal to growdifferent consumers while maintaining an entrepreneurial, competitive spirit among our business exists for the markets inbrands. 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 we operate. Because of what we believeallows us to be superior growth rate opportunities associated with international online travel reservations,more quickly discern and adapt to changing consumer behaviors and market dynamics. Although our brands are independently operated, we intend to continue to invest resources to increase the share of our revenues represented by international consumers and capitalize on international travel demand.
The positioning of our Booking.com and Agoda.com hotel reservation services has given usbest practices, access to a broader international online hotel reservation market than we have through our priceline.com brand. We intend to use Booking.comservices and Agoda.com to further develop our worldwide operations, especially in geographic areas where Internet penetration and e-commerce adoption are growing. We continue to develop the means to share hotel room reservation supply among our brands, which we believe will allow us to better serve customers across markets.
our brands. We believe that by promoting our brands worldwide, sharing hotel roomaccommodation reservation supplyavailability and customer flow, and applying our industry experiences in the United Statesacross brands and Europe to other international regions,markets, we can furthermore effectively expand our travel reservation services internationallyglobally and maintain and grow our position as thea leading provider of worldwide online travel and restaurant reservation and related services.
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.
Service Offerings
Through our online travel reservation services, we connect consumers wishing to make travel reservations with providers of travel services around the world. We offer consumers a broad array of accommodation reservations (including hotels, bed and breakfasts, hostels, apartments, vacation rentals and other properties) through our Booking.com, priceline.com and agoda.com brands. Our priceline.com brand also offers consumers reservations for rental cars, airline tickets, vacation packages and cruises. We offer rental car reservations worldwide through rentalcars.com. We also allow consumers to easily compare airline ticket, hotel reservation and accommodationrental car reservation service.information from hundreds of travel websites at once through
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• | Continue to be One of the Top Online Travel Reservation Services in North America for Value-Conscious Leisure Travelers. Our Name Your Own Price® service in the United States allows consumers to save money in a simple and compelling way. Buyers effectively trade off flexibility about brands and service features in return for prices that are lower than those that can be obtained at that time through traditional retail distribution channels. In 2012, we launched Express Deals, a merchant semi-opaque, price-disclosed hotel reservation service at priceline.com, which allows customers to see the price of the room prior to booking but not the identity of the hotel. We also offer price-disclosed retail services in the United States to our customers to compliment our opaque services. We believe that by offering a "one-stop-shopping" solution to our customers, we can
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simultaneously fulfillKAYAK. We provide restaurants with reservation management services and consumers with the needsability to make restaurant reservations at participating restaurants through OpenTable.
Booking.com. Booking.com is the world's leading brand for booking online accommodation reservations, based on room nights booked, with operations worldwide and headquarters in the Netherlands. As of those customers whoFebruary 15, 2016, Booking.com offered accommodation reservation services for over 850,000 properties in over 220 countries and territories on its various websites and in 42 languages, which includes approximately 390,000 vacation rental properties (updated property counts are preparedavailable on the Booking.com website). Vacation rentals generally consist of, among others, properties categorized as single-unit and multi-unit villas, apartments, "aparthotels" (which are apartments with a front desk and cleaning service) and chalets and are generally self-catered (i.e., include a kitchen), directly bookable properties. Accommodation providers participate in Booking.com, which operates primarily under an agency model, by filing rates and information about the property in Booking.com's proprietary extranet. In addition, Booking.com offers website and other marketing services and business analytics to acceptaccommodation providers as part of its BookingSuite initiative.
Priceline.com. Priceline.com offers online travel reservation services primarily in the unique restrictions ofUnited States and is headquartered in Norwalk, Connecticut. Through priceline.com, we offer consumers hotel, rental car and airline ticket reservation services, as well as vacation packages and cruises. Priceline.com is a leader in the "opaque" travel reservation business through its pioneering Name Your Own Price® and Express Deals® discount hotel, rental car and airline reservation services. We describe our Name Your Own Price® orand Express Deals® discount travel services in exchange for receiving significant savings relativeas "opaque" because certain elements of the service, including the identity of the travel service provider, are not disclosed to retail prices, as well as those customers who are less price sensitive and require the certainty of knowing the full details of their travel itineraryconsumer prior to booking.making a reservation. We believe that the combination of priceline.com's retail and opaque models allows it to provide a broad array of options to value-conscious consumers.
Become a Leading Worldwide Online Rental Car Reservation ServiceKAYAK. . In May 2010, we acquired the rentalcars.com business, a U.K.-based internationalKAYAK, headquartered in Stamford, Connecticut, provides an online price comparison service (often referred to as "meta-search") that allows consumers to easily search and compare travel itineraries and prices, including airline ticket, accommodation reservation and rental car reservation information, from hundreds of travel websites at once. KAYAK derives revenues from advertising placements on its websites and mobile apps and from sending referrals to travel service formerly known as TravelJigsaw. Rentalcars.comproviders and OTCs. KAYAK offers its car rental services throughoutin approximately 40 countries, with the world, with customer support provided in 40 languages.United States being its largest market.
Service Offerings - International
Retail Hotels.Agoda.com. We offerAgoda.com is a retail, price-disclosed hotel andleading online accommodation reservation service worldwide,catering primarily through our Booking.comto consumers in the Asia-Pacific region, with headquarters in Singapore and Agoda.com brands. Booking.com works with over 275,000 propertiesoperations in over 175 countriesBangkok, Thailand and territories offering reservations on various websites and in 41 languages. Propertiesthroughout the region. Accommodation providers participate in Booking.com, which operates under an agency model, and Agoda.com,agoda.com, which operates primarily under a merchant model, by filing rates and information about the property in ouragoda.com's proprietary extranets. extranet.
Retail Rental Cars.Rentalcars.com. In May 2010, we acquired the rentalcars.com business,Rentalcars.com is a U.K.-based internationalleading worldwide online rental car reservation service formerly known as TravelJigsaw.and is headquartered in Manchester, England. Rentalcars.com offers itsa primarily merchant, online retail and opaque rental car reservation service allowing consumers to make rental servicescar reservations in more than 6,000approximately 46,000 locations throughout the world, with customer support provided in 40 languages. CustomersConsumers using rentalcars.com can book a full range of vehicles online through one of rentalcars.com's branded websites,website or mobile app, or they can reserve their cars by phone. Rentalcars.com primarily offers its services under a semi-opaque merchant model that allows customers to see the price, vehicle type and rental location, but not the identity of the provider until the reservation is made.
Service Offerings - United States
Opaque Hotels. Through our Name Your Own Price®OpenTable. hotel roomIn July 2014, we acquired OpenTable, a leading brand for booking online restaurant reservations. Headquartered in San Francisco, California, OpenTable provides online restaurant reservation service, customers can make reservations at hotel properties in substantially all major citiesservices to consumers and metropolitan areasreservation management services to restaurants. OpenTable does business primarily in the United States, and Europe. Most significant U.S. national hotel chains as well as many independent property owners participatethough it intends to continue to invest in our expanding its international offerings.Name Your Own Price® service. Hotels participate by filing secure private discounted rates with related rules accessible through a global distribution system database. These specific rates generally are not available to the general public or to consolidators and other discount distributors who sell to the public. However, hotels may make similar rates available to consolidators or other discount providers under other arrangements.
To make an offer, a customer specifies: (1) the city and neighborhood in which the customer wants to stay, (2) the dates on which the customer wishes to check in and check out, (3) the "class" of service (1, 2, 2½, 3, 3½, 4, 5-star or "resort"), (4) the price the customer is willing to pay, and (5) the customer's valid credit card to guarantee the offer. When making an offer, customers must agree to stay at any one of our participating hotel partners matching their selected criteria and accept a reservation that cannot be refunded or changed. If a customer's offer is not accepted, but we believe the offer is reasonably close to a price that we would be willing to accept, we will attempt to satisfy the customer by providing guidance to the customer indicating that changing certain parameters of the offer would increase the chances of the offer being accepted. The target market for our Name Your Own Price® hotel room reservation service is the leisure travel market.
In 2012, we launched Express Deals, a merchant semi-opaque price-disclosed hotel reservation service at priceline.com, which allows customers to see the price of the reservation prior to purchase but not the identity of the hotel.
Retail Hotels. We also operate a retail, price-disclosed hotel reservation service in the United States which enables our customers to select the exact hotel they want to book and the price of the reservation is disclosed prior to booking. We offer such reservations through a merchant model, as well as through an agency model for hotel room night reservations sourced through the Booking.com extranet.
Opaque Rental Cars. Our Name Your Own Price® rental car service is currently available in substantially all major U.S. airport markets. The top five brand name airport rental car companies in the United States participate in our rental car reservation service. Customers can access our website and select where and when they want to rent a car, what kind of car they want to rent (e.g., economy, compact, mid-size, SUV, etc.) and the price they want to pay per-day, excluding taxes, fees and surcharges. When we receive an offer, we determine whether to fulfill the offer based upon the available rates and rules. If a customer's offer is accepted, it cannot be refunded or changed, and we will immediately reserve the rental car, charge the customer's credit card and notify the customer of the rental car company and location providing the rental car. If a customer's
offer is not accepted, but we believe the offer is reasonably close to a price that we would be willing to accept, we will attempt to satisfy the customer by providing guidance to the customer indicating that changing certain parameters of the offer would increase the chances of the offer being accepted.
Retail Rental Cars. We also offer a price-disclosed rental car reservation service through priceline.com and other brands in the United States. Our price-disclosed rental car service operates under the "agency" model, under which we earn a commission upon rental car return, and accommodates one-way and off-airport reservations. Customers can select the rental car brand, car type, pick-up location and price prior to booking.
Opaque Airline Tickets. Our Name Your Own Price® airline ticket reservation service operates in a manner similar to our Name Your Own Price® hotel room reservation service. To make an offer, a customer specifies: (1) the origin and destination of the trip, (2) the dates on which the customer wishes to depart and return, (3) the price the customer is willing to pay, and (4) the customer's valid credit card to guarantee the offer. When making an offer, customers must agree to:
fly on any one of our participating airline partners;
leave at any time of day between 6 a.m. and 10 p.m. on their desired dates of departure and return;
purchase only round trip coach class tickets between the same two points of departure and return;
accept at least one stop or connection;
receive no frequent flier miles or upgrades; and
accept tickets that cannot be refunded or changed.
If a customer's offer is not accepted, but we believe the offer is reasonably close to a price that we would be willing to accept, we will attempt to satisfy the customer by providing guidance to the customer indicating that changing certain parameters of the offer would increase the chances of the offer being accepted. In 2012, we launched a Name Your Own Price® one-way ticket option to offer customers increased itinerary flexibility.
Retail Airline Tickets. We also offer our customers in the United States the ability to purchase retail airline tickets at disclosed prices and with disclosed itineraries. The airline sets the retail price paid by the consumer and is the merchant of record for the transaction. Retail airline tickets are generally changeable and cancellable for a fee.
With respect to each of our hotel, rental car and airline ticket reservation services, we believe the combination of our Name Your Own Price® service and the retail price-disclosed service, and in the case of hotel room reservations, our semi-opaque Express Deals service, allows us to provide a broad array of options to value-conscious consumers, while providing us with diverse streams of revenue.
Vacation Packages. Our vacation package service allows customers in the United States to purchase packages consisting of airfare, hotel and rental car components. Customers can select the exact hotel or resort that they want to reserve, and then select either a retail airline ticket or an opaque airline ticket for the air component of their package. In addition, customers can elect to add a rental car to their package. Vacation packages are sold at disclosed prices, although customers cannot determine the exact price of the individual components on our website.
Other Services. We offer priceline.com customers the opportunity to purchase through us destination services (e.g., parking, event tickets, ground transfers), cruises and travel insurance. We earn a commission on destination services and cruise bookings. We retain a fee for every insurance package purchased through us. The travel insurance is arranged for by BerkelyCare, a division of Affinity Insurance Services, Inc. and underwritten by Stonebridge Casualty Insurance Company, an AEGON Company.
While we are currently focused on the travel services described above, over time, we may evaluate the introduction of other services that we believe could enhance the travel experience of our customers.
Marketing and Brand Awareness
Booking.com, priceline.com, KAYAK, agoda.com, rentalcars.com and Agoda.comOpenTable have established widely used and recognized e-commerce brands through aggressive marketing and promotion campaigns. In late 2011, we re-branded our international rental car business as rentalcars.com, and have since marketed that brand worldwide through online advertising. During 2012, our total online advertising expenses were approximately $1.3 billion, a substantial portion of which was spent internationally through Internet search engines, price comparison and travel research services and affiliate marketing. We also invested approximately $35.5 million in priceline.com-branded offline advertising in the United States. In January 2013, Booking.com launched in the United States its first offline advertising campaign. We intend to continue a marketing strategy to aggressively promote brand awareness, primarily through online means.
We use online search engines, price comparison and travel research services, and affiliate marketing as primary means of generating traffic to our websites. As a result,Both our online advertising expense hasand offline advertising expense have increased significantly in recent years, a trend we expect to continue. In addition,During 2015, our total online advertising expense was approximately $2.8 billion, primarily related to the use of online search engines (primarily Google), meta-search and travel research services and affiliate marketing to generate traffic to our websites. We also invested approximately $215 million in offline advertising during that period. We intend to continue a strategy of aggressively promoting brand awareness, primarily through online means although we also intend to increase our offline advertising efforts, including by expanding offline campaigns into additional markets. For example, building on its first offline advertising campaign, which it launched in the United States in 2013, Booking.com has grown faster thanbegun offline advertising campaigns in other markets, including Australia, Canada, the United Kingdom, Germany, France, Brazil and Japan. We expense the substantial majority of our advertising activities as the expense is incurred, which is typically in the quarter in which reservations are
booked, but recognize most of our gross profit due to (1) brand mix within the Priceline Group, (2) channel mix within our brands and (3) recently, lower returns on investment (“ROIs”) from our online advertising. Our international brands are growing faster than our priceline.com U.S. brand, and spend a higher percentage of gross profit on online advertising. Furthermore, our brands are generally obtaining an increasing share of traffic through paid online advertising channels. Finally, our online advertising ROIs have recently been down year-over-year.
Advertising efficiency is impacted by a number of factors that are subject to variability, including ADRs, costs per click, cancellation rates, foreign exchange rates and the extent to which we are successful in converting paid traffic to booking customers and then having customers return directly to our websites or mobile apps for future bookings. We recognize a substantial majority of online advertising expense as incurred at the time of booking, but recognize the gross profit for price-disclosed hotel and rental car reservations when the consumer's travel or dining experience is completed. As a result, online advertising expense may not be recognized in the same period as the associated gross profit.
Competition
We compete with both online and traditional travel and restaurant reservation and related services. The marketmarkets for the travel reservation services we offer isare intensely competitive, a trend we expect to continue, and current and new competitors can launch new services at a relatively low cost. Some of our current and potential competitors, such as Google, Apple, Alibaba, Amazon and Microsoft,Facebook, have access to significantly greater and more diversified resources than we do, and they may be able to leverage other aspects of their businesses (e.g., search or mobile device businesses) to enable them to compete more effectively with us. For example, Google has entered various aspects of the online travel market through its acquisition in 2011 of ITA Software, Inc., a major flight information software company, its hotel search and reservation booking business ("Book on Google") and its license of hotel-booking software from Room 77.
We currently, or potentially willmay in the future, compete with a variety of companies, including:
Internetonline travel reservation services such as Expedia, Hotels.com, Hotwire, Elong,Orbitz, Travelocity, Wotif, Cheaptickets, ebookers, HotelClub, RatesToGo, CarRentals.com and Venere, which are owned by Expedia; Travelocity, lastminute.com, Holiday Auto and Zuji,laterooms, which are owned by the Sabre Group; Orbitz.com, Cheaptickets, ebookers, HotelClub and RatesToGo, which are owned by Orbitz Worldwide; laterooms and asiarooms, which areis owned by Tui Travel; Gullivers and octopustravel, which are owned by Kuoni; 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 Wotif;Mrs. Smith and eDreams ODIGEO;
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, 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;
travel service providers such as hotel companies, airlines andaccommodation 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;
large online portal, social networking, group buying and search companies, such as Google, Yahoo! (including Yahoo! Travel), Bing (including Bing Travel), Facebook, Groupon and Living Social;
traditional travel agencies, wholesalers and tour operators;
online travel search and price comparison services (generally referred to as "meta-search" services), such as KAYAK (which we agreed to acquire in November 2012), Trivago.comTripAdvisor, trivago (in which Expedia agreed to acquireholds a majority ownership interest in December 2012)interest), Mobissimo.com, FareChase.com, Qunar Cheapflights.com and(which is controlled by Ctrip), Skyscanner, HotelsCombined and travel researchTraveloka;
online restaurant reservation services, that have search functionality, such as TripAdvisorTripAdvisor's LaFourchette, Yelp's SeatMe, Zomato, Bookatable (which is owned by Michelin) and Travelzoo;Quandoo (which is owned by Recruit); and
operatorscompanies offering new rental car business models or car- or ride-sharing services that affect demand for rental cars, some of travel industry reservation databaseswhich have developed innovative technologies to improve efficiency of point-to-point transportation and extensively utilize mobile platforms, such as Galileo, Travelport, AmadeusUber, Lyft, Gett, Zipcar (which is owned by Avis), BlaBlaCar, Didi Kuaidi and Sabre.Ola.
Large,TripAdvisor, a leading travel research and review website, Google, the world's largest search engine, and other large, established Internet search enginescompanies with substantial resources and expertise in developing online commerce and facilitating Internet traffic are creating -have launched search, meta-search and/or reservation booking services and we believe intend to furthermay create -additional inroads into online travel, both in the United States and internationally. For example, following its acquisition of ITA Software, Inc., a major flight information software company, Google launched a flight search tool that enables consumers to find fares, schedules and availability directly on Google and excludes participation by online travel agents ("OTAs") such as us within the search results. Google has also invested in HomeAway, a publicly traded vacation home rental service, and launched "Hotel Finder," a utility that allows consumers to search and compare hotel accommodations based on parameters set by the consumer and that Google has at times placed at or near the top of hotel-related search results. In addition, Microsoft has launched Bing Travel, which searches for airfare and hotel reservations online and predicts the best time to purchase them. "Meta-search"Meta-search services leverage their search technology to aggregate travel search results for the consumer's specific itinerary across travel service provider (e.g., airlinesaccommodations, rental car companies or
hotels) airlines), OTAOTC and other travel websites and, in many instances, compete directly with us for customers. Furthermore, certain travel service providers limit OTA participation within the meta-search results. Some meta-search services that offer consumers the ability to make hotel reservations directly through their websites may evolve into more traditional OTAs. Meta-search services intend to appeal to consumers by showing more detailedbroader travel search results including specific information for their own itineraries than may be available through OTAsOTC or other travel websites, which could lead to travel service providers or others gaining a larger share of search traffic. TripAdvisor has begun
supporting its meta-search service with offline advertising, and trivago, a leading meta-search service in Europe, has been aggressively advertising in the United States since 2013. Through our KAYAK meta-search service, we compete directly with other meta-search services. KAYAK depends on access to information related to travel service pricing, schedules, availability and other related information from OTCs and travel service providers. To the extent OTCs or travel service providers do not provide such information to KAYAK, KAYAK's business and results of operations could be harmed.
Consumers may favor travel services offered by meta-search websites or search companies over OTCs, which could reduce traffic to our travel reservation websites, increase consumer awareness of our competitors' brands and websites and increase our advertising and other customer acquisition costs. To the extent any such consumer behavior leads to growth in our KAYAK meta-search business, such growth may not result in sufficient increases in profits from our KAYAK meta-search business to offset any related decrease in profits experienced by our travel service reservation brands. Further, meta-search services may evolve into more traditional OTCs by offering consumers the ability to make travel reservations directly through their websites. For example, TripAdvisor facilitates hotel reservations on its transaction websites Tingo and Jetsetter and, with respect to some accommodations, allows consumers to make a reservation while staying on TripAdvisor through its "Instant Booking" offering. Instant Booking now includes participation from six out of the top 10 global hotel brands, including Marriott International, Hyatt Hotels and Best Western International. We recently agreed to participate in "Instant Booking," and we do not yet know how this participation will affect our business. For example, while we expect to benefit from incremental business generated through "Instant Booking," participation could cannibalize business that would otherwise come to us through other ad offerings on TripAdvisor, directly (including after a consumer first visits TripAdvisor) or through other channels, some of which may ultimatelybe more profitable to us than reservations generated through "Instant Booking." Other meta-search providers may also offer direct booking services with travel service providers, which may lead to more consumers booking directly with a travel service provider rather than an OTC. For example, Google recently announced the discontinuation of its Hotel Finder meta-search service in favor of integrating hotels directly into search engines executing transactions within their own websites. Ifresults and encouraging users to book hotel reservations directly through Google's "Book on Google" service, which it is now expanding from mobile phones to both desktops and tablets. To the extent consumers book travel services through a service such as Google's "Book on Google, (the largest" a meta-search website or directly with a travel service provider after visiting a meta-search website or meta-search utility on a traditional search engine in the world), Bing or other leading search engines refer significant traffic to these or other travel services that they develop in the future, or otherwise favor supplier websites or other travel service websites over OTAs, includingwithout using an OTC like us, or if meta-search or travel research services limit our participation within their search results it would likely becomeor evolve into more difficult and expensive for ustraditional OTCs, we may need to generate traffic toincrease our websites and thereforeadvertising or other customer acquisition costs to maintain or grow our market share, which could have a material adverse effect onreservation bookings and our business, gross bookings and results of operations.
Several major hotel companies, comprising Choice Hotels International, Hilton Worldwide, Hyatt, InterContinental Hotels Group, Wyndham Hotel Group, Marriott, La Quinta and Millennium, launched Room Key, an online hotel reservation service that competes directly with our hotel reservation services. The hotel companies that own Room Key have a stated goal of driving consumers directly to their brand websites, thus reducing the share received by OTAs. They may also attempt to improve their competitive position by offering lower room rates, better room availability or additional features or amenities through Room Key than are available through services like ours. If Room Key is successful, our share of the online hotel reservation marketoperations could be negatively affected and our business could suffer.adversely affected.
There has been a proliferation of new channels through which hotelsaccommodation providers can offer hotel room reservations. For example, some hotels offer room reservations through “daily deal” websitescompanies such as GrouponHomeAway (which is owned by Expedia) and Living Social, which sell couponsAirbnb offer services providing vacation rental property owners, particularly individuals, an online place to customers at a substantial discount. In 2011, Expedia, one of our largest competitors, entered into a partnership with Grouponlist their accommodations where travelers can search and book such properties. Airbnb may also seek to sell hotel room reservations to Groupon customers under the “Groupon Getaways” brand name. New entrants, such as BackBid, GuestMob and Tingo, as well as Hipmunk and Room 77, have developed new and differentiated offerings that endeavor to provide savings on hotel rooms to consumers and that compete directly with us.us by offering hotel and other accommodations through their online and mobile platforms. Further, meta-search services may lower the cost for new companies to enter the market by providing a distribution channel without the cost of promoting the new entrant's brand to drive consumers directly to its website. If any of these new services are successful wein attracting consumers who would otherwise use our services, our business and results of operations would be harmed.
Our OpenTable restaurant reservation business competes or may experience lessin the future compete with other restaurant reservation providers, such as LaFourchette (which is owned by TripAdvisor), Yelp's SeatMe service, Zomato, Bookatable (which is owned by Michelin), and Quandoo (which is owned by Recruit).
Companies offering new rental car business models and car- and ride-sharing services such as Uber, Lyft, Gett, BlaBlaCar and Zipcar (which is owned by Avis) provide alternative options for consumers considering renting a car. These companies extensively utilize mobile platforms and new technologies to drive demand for their services. If any of these services are successful in attracting consumers who would otherwise use priceline.com's or rentalcars.com's rental car reservation services, our servicesbusiness and are likelyresults of operations could be harmed.
Travel service providers, including multi-national hotel chains, rental car companies and airlines with which we conduct business, compete with us in online channels to facedrive consumers to their own websites in lieu of third-party distributors such as us. Travel service providers may charge lower prices and, in some instances, offer advantages such as loyalty points or special discounts to members of closed user groups (such as loyalty program participants or customers with registered accounts), any of which could make their offerings more attractive to consumers than our services. Discounting may increase as competition authorities seek to allow increased pricing flexibility among providers of travel service reservations. We may need to offer similar advantages to maintain or grow our reservation bookings, which could adversely impact our profitability. Further, consolidation among travel service providers, such as Marriott International's acquisition of Starwood
Hotels & Resorts in November 2015, could result in lower rates of commission paid to OTCs, increased discounting, and greater incentives for accessconsumers to the limited supply of discounted hotel room rates.join closed user groups as such groups expand their offerings.
Widespread adoption of mobile devices, such as the iPhone, Android-enabled smart phones and tablets such as the iPad, coupled with the improved web browsing functionality and development of thousands of useful “apps”"apps" available on these devices, is driving substantial online traffic and commerce activity to mobile platforms. We have experienced a significant shift of business to mobile platforms and our advertising partners are also seeing a rapid shift of traffic to mobile platforms. Our major competitors and certain new market entrants are offering mobile applicationsapps for travel products and other mobile functionality, including proprietary last-minute discounts for hotel bookings.accommodation reservations. Advertising and distribution opportunities may be more limited on mobile devices given their smaller screen sizes. The gross profit earned on a mobile transaction may be less than a typical desktop transaction due to different consumer purchasing patterns. For example, hotelaccommodation reservations made on a mobile device typically are for shorter lengths of stay and are not made as far in advance. Further, given the device sizes and technical limitations of tablets and smartphones,smart phones, mobile consumers may not be willing to download multiple apps from multiple travelcompanies providing a similar service providers and instead prefer to use one or a limited number of apps for their mobile travel and restaurant research and reservation activity. As a result, the consumer experience with mobile apps as well as brand recognition and loyalty are likely to become increasingly important. We have made significant progress creatingOur mobile offerings which have received generally strong reviews solid download trends, and are driving a material and increasing share of our business. We believe that mobile bookings present an opportunity for growth and are necessary to maintain and grow our business as consumers increasingly turn to mobile devices instead of a personal computer and to mobile applications instead ofapps in addition to a web browser. If we are unable to continue to rapidly innovate and create new, user-friendly and differentiated mobile offerings and efficiently and effectively advertise and distribute on these platforms, or if our mobile apps are not downloaded and used by travel consumers, we could lose market share to existing competitors or new entrants and our future growth and results of operations could be adversely affected.
Apple, Inc., one of the most innovative and successful companies in the world and producer of, among other things, the iPhone and iPad, recently obtained a patent for "iTravel," a mobile app that would allow a traveler to check in for a travel reservation. In addition, Apple's most recent iPhone operating system includes "Passbook,""Wallet" (formerly known as "Passbook"), a virtual wallet app that holds tickets, boarding passes, coupons and gift cards, and, along with iTravel, may be indicative of Apple's intent to enter the travel reservations business in some capacity. Apple has substantial market share in the smart phone category and controls integration of offerings, including travel services, into its mobile operating system. Apple also has more experience producing and developing mobile apps and has access to greater resources than we have. Apple may use or expand iTravel, Passbook,Wallet, Siri (Apple's voice recognition "concierge" service), Apple Pay (Apple's mobile payment system) or another mobile app or functionality as a means of entering the travel reservations marketplace. Similarly, Google's Android operating system is the leading smartphonesmart phone operating system in the world. As a result, Google could leverage its Android operating system to give its travel services a competitive advantage, either technically
or with prominence on its Google Play app store or within its mobile search results. To the extent Apple or Google use their mobile operating systems or app distribution channels to favor their own travel service offerings, our business could be harmed.
TheCompetition in U.S. online travel remains intense and online travel companies are creating new promotions and consumer value features in an effort to gain competitive advantages. In particular, the competition to provide "opaque" accommodation reservation services to consumers, an area in which our priceline.com business has been a leader, has become more intense. For example, Expedia makes opaque accommodation room reservations available through its Hotwire brand and on its principal website under the name "Expedia Unpublished Rates" and has, we believe, supported this initiative with steeper discounts through lower margins. We believe these offerings, in particular "Expedia Unpublished Rates," have adversely impacted the market share and year-over-year growth rate of priceline.com's Name Your Own Price® opaque hotel reservation service, which has been experiencing a decline in room night reservations since 2011. Competitors could also launch opaque rental car services, which could negatively impact priceline.com's opaque Name Your Own Price® rental car reservation service. If Expedia or others are successful in growing their opaque reservation services, we may have less consumer demand for our opaque reservation services over time, and we would face more competition for access to the limited supply of Room Key discussed above is demonstrativediscounted reservation rates. As a result of this increased competition, our share of the effortdiscount accommodation reservation market in the United States could further decrease, which could harm our business and results of manyoperations. In addition, high hotel airlineoccupancy levels in the United States have had an adverse impact on our access to hotel rooms for our opaque hotel reservation services. Further, growth in discounted closed user group retail prices for hotel rooms lessens the price difference for members of the closed user group between a retail hotel reservation and rental car companies, including those withan opaque hotel reservation, which we conduct business,believe has led to drive online demandfewer consumers using our opaque hotel reservation services.
During 2015, Expedia acquired Travelocity, Orbitz and HomeAway. To the extent these acquisitions enhance Expedia's ability to their own websitescompete with us, in lieu of third-party distributors such as us. Certain airlines have attempted to charge additional fees to customers who book airline reservations through an online channel other than their own website. Furthermore, some airlines may distribute their tickets exclusively through their own websites. Providers who sell on their own websites typically do not charge a processing fee,particular in the United States, which is Expedia's, Travelocity's, Orbitz's and in some instances, offer advantages such as web-only fares, bonus miles or loyalty points, which could make their offerings more attractive to consumers than models like ours. See "Risk Factors - Intense competition could reduceHomeAway's largest market, our market share, business and harm our financial performance.”results of operations could be adversely affected.
Operations and Technology
Our business is supported by multiple systems platforms, which were designed with an emphasis on scalability, performance and reliability. The platforms are largely independent among Booking.com, priceline.com, AgodaKAYAK, agoda.com, rentalcars.com and rentalcars.com.OpenTable. The software platforms and architecture use a variety of tools within each corporate implementation, including server-side Java, C++, ASP, .Net, and Perl, PHP, JavaScript and SQL scripts integrated with Oracle, MySQL, MongoDB, Cassandra and Microsoft SQL-server relational database systems. These internal platforms were designed to include open application protocol interfaces that can provide connectivity to vendors in the industries in which we operate. These include large global systems, such as accommodation, airline ticket and hotel roomrental car reservation systems and financial service providers, as well as individual hotelaccommodation service providers, such as individual hotels. Our Internet serversapplications utilize digital certificates to help us conduct secure communications and transactions, as appropriate.
The systems infrastructure and web and database servers of our worldwide operations are primarily hosted in England,the United Kingdom, Switzerland, the Netherlands, Germany, Singapore, Hong Kong and twofour locations in the United States, each of which provides network connectivity, networking infrastructure, UPS conditioned power and 24-hour monitoring and engineering support typical of hosted data centers. Our network operations center is located in our Norwalk, Connecticut headquarters and monitors all web hosting facilities. All data center facilities have a continuous power supply system, generators, redundant servers and multiple back-up systems. IfAlthough we take steps to mitigate the effects of any loss or reduction in service at one of our hosting facilities, if a hosting facility were inaccessible or otherwise experienced a disruption in service for any reason, we would need to divert all traffic to another hosting facility, which may lead tocould experience a disruption to our services, resulting in foregoneloss of transactions and revenue.revenue and consumer complaints.
Customer service for our international business is provided primarily through in-house customer call centers. We outsource most of the call center and customer service functions for our U.S. priceline.com business, and use a real-time interactive voice response system with transfer capabilities to our call centers and customer service centers.businesses.
Intellectual Property
Over time and through acquisitions, we have assembled a portfolio of patents, trademarks, service marks, copyrights, domain names, and trade secrets covering our services. We regard the protection of our intellectual property as critical to our success. We protect our intellectual property rights by relying on national, federal, state and common law rights in the United States and internationally, as well as a variety of administrative procedures.procedures, regulations, conventions and treaties. We also rely on contractual restrictions to protect our proprietary rights in our services. We have enteredenter into confidentiality and invention assignment agreements with our employees and contractors and nondisclosure agreements with parties with whom we conduct business in order to limit access to and disclosure of our proprietary information.
We pursue the registration of our domain names, trademarks and service marks in the United States and internationally. We currently hold numerous issued U.S. and international patents and pending U.S. and international patent applications. We file additional patent applications on new inventions, as we deem appropriate. Effective trademark, copyright, patent, domain name, trade dress and trade secret protection is expensive to maintain and may require litigation. As we continue to expand internationally, we must protectprotecting our intellectual property rights and other proprietary rights ininvolves an increasing number of jurisdictions, a process that is expensive and time consuming and may not be successful in every location. See "Risk Factors - We face risks related to our intellectual property."
Governmental Regulation
The services we provide are subject to various federal, state, foreignlaws and local regulations. For example, our travel services are subject to laws governing the offer and/or sale of travel services as well as laws requiring us to register as a "seller of travel" in certain jurisdictions. In addition, our services may be subject to various federal, state, foreign and local taxing
regulations. See "Risk Factors - We may have exposure to additional tax liabilities," "Risk Factors - Our financial results will likely be materially impacted by payment of income taxes in the future" and "Risk Factors - Adverse application of state and local tax laws could have an adverse effect on our business and results of operations" and "Risk Factors - We may have exposure to additional tax liabilities.operations."
We are subject to federal, state and foreign laws that require protection of user privacy and user data. In our processing of travel transactions,reservations, we receive and store a large volume of personally identifiable data in the United States, Europe and Asia. This data is increasingly subject to legislationlaws and regulations in numerous jurisdictions around the world, including the Commission of the European Union through its Data Protection Directive and variations of that directive in the member states of the European Union.world. Such government action is typically intended to protect the privacy of personal data that is collected, processed and transmitted in or from the governing jurisdiction. See "Risk Factors - Our processing, storage, use and disclosure of personal data exposes us to risks of internal or external security breaches and could give rise to liabilities" and "Risk Factors - 'Cookie' laws could negatively impact the way we do business."
We are also subject to anti-trust and competition laws, and the competition authorities in various jurisdictions have begun investigations into competitive practices within the online travel industry, including with respect to our business. See "Risk Factors - As the size of our business grows, we may become increasingly subject to the scrutiny of anti-trust and competition regulators."
In addition, our strategy involves rapid geographic expansion into regions around the world, including in Asia, South America and elsewhere, many of which regions and countries have different legislation, regulatory environments and tax laws. Compliance with foreign legal, regulatory orand tax requirements around the world places demands on our time and resources, and we may nonetheless experience unforeseen and potentially adverse legal, regulatory or tax consequences, which may have an adverse effect on our business. See "Risk Factors - We face risks related to the growth rate and expansion of our international business" and "Risk Factors - Regulatory and legal requirements and uncertainties could harm our business."
Seasonality
A meaningful amount of retailour gross bookings are generated early in the year, as customers plan and reserve their spring and summer vacations in Europe and North America. From a cost perspective, we expense the substantial majority of our advertising activities as the expense is incurred, which is typically in the quarter in which reservations are booked. However, we generally do not recognize associated revenue until future quarters when the travel occurs. From a cost perspective, we expense the substantial majority of our advertising activities as they are incurred, which is typically in the quarter in which bookings are generated. As a result, we typically experiencehave historically experienced our highest levels of profitability in the second and third quarters of the year, which is when we experience the highest levels of booking and travel consumptionaccommodation checkouts for the year for our European and North American and European businesses. However, weWe experience the highest levels of booking and travel consumption for our Asia-Pacific and South American businesses in the first and fourth quarters. Therefore, if these businesses continue to grow faster than our European and North American and European businesses, our operating results for the first and fourth quarters of the year may become more significant over time as a percentage of full yearfull-year operating results.
In addition, the date on which certain holidays fall can have an impact on our Name Your Own Price® services are generally non-refundablequarterly results. For example, in nature,2013 our second quarter year-over-year growth rates in revenue, gross profit, operating income and accordingly, we recognize travel revenue atoperating margins were adversely affected by Easter falling in the time a booking is generated. However, we recognize revenue generated from our retail hotel services at the time that the customer checks outfirst quarter instead of the hotel. Therefore, ifsecond quarter, as it did in 2012. Conversely, our retail hotel business continues to grow faster than our Name Your Own Price®services, we expect our quarterly results to become increasinglysecond quarter 2014 year-over-year growth rates in revenue, gross profit, operating income and operating margins were favorably impacted by these seasonal factors.Easter falling in the second quarter instead of the first quarter, as it did in 2013. Similarly to 2013, in 2016 Easter will fall in the first quarter instead of the second quarter, and will therefore likely have a positive effect on our first quarter 2016 year-over-year growth rates and a negative effect on our second quarter 2016 year-over-year growth rates as compared to the same periods in 2015 when Easter fell in the second quarter.
The impact of seasonality can be exaggerated in the short term by the gross bookings growth rate of the business. For example, in periods where our gross bookings growth rate decelerates, such as the third quarter of 2015, our operating margins typically benefit from relatively less variable advertising expense. In addition, gross profit growth is typically less impacted in the near term due to the benefit of revenue related to reservations booked in previous quarters.
Employees
As of December 31, 2012,2015, we employed approximately 7,00015,500 employees, of which approximately 1,4003,200 are based in the United States and approximately 5,60012,300 are based in our international offices.outside the United States. We also retain independent contractors to support our customer service, website content translation and system support functions.
We have never had a work stoppage and our employees are not represented by any collective bargaining unit. Wewe consider our relations with our employees to be good. Although we have works councils or employee representatives in certain countries, our U.S. employees are not represented by a labor union and are not covered by a collective bargaining agreement. Our future success will depend, in part, on our ability to continue to attract, integrate, retain and motivate highly qualified technical and managerial personnel, for whom competition is intense. See "Risk Factors - We rely on the performance of highly skilled personnelpersonnel; and, if we are unable to retain or motivate key personnel or hire, retain and motivate qualified personnel, our business would be harmed."
The Priceline Group Websites
We maintain websites with the addresses www.pricelinegroup.com, www.booking.com, www.priceline.com, www.kayak.com, www.agoda.com, www.rentalcars.com and www.rentalcars.com,www.opentable.com, among others. We are not including the information contained on our websites as a part of, or incorporating it by reference into, this Annual Report on Form 10-K. We make available free of charge through the www.priceline.comwww.pricelinegroup.com website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. These reports and other information are also available, free of charge, at www.sec.gov. Alternatively, the public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the priceline.com IncorporatedCompany's Code of Conduct is available through the www.priceline.comwww.pricelinegroup.com website and any amendments to or waivers fromof the Code of Conduct will be disclosed on that website.
Item 1A. Risk Factors
The following risk factors and other information included in this Annual Report should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe are immaterial may also impair our business, results of operations or financial condition. If any of the following risks occur, our business, financial condition, operating results and cash flows could be materially adversely affected.
Declines or disruptions in the travel industry could adversely affect our business and financial performance.
Our financial results and prospects are significantly dependent upon the sale of travel services, particularly leisure travel.services. Travel, including hotel,accommodation (including hotels, bed and breakfasts, hostels, apartments, vacation rentals and other properties), rental car and airline ticket reservations, is dependent on discretionary spending levels. As a result, sales of travel services tend to decline during general economic downturns and recessions when consumers engage in less discretionary spending, are concerned about unemployment or inflation, have reduced access to credit or experience other concerns or effects that reduce their ability or willingness to travel. Accordingly,For example, the recent worldwide recession led to a weakening in the fundamental demand for our travel reservation services and an increase in the number of customersconsumers who canceled existing travel reservations with us. Also during the recession, the accommodation industry experienced a significant decrease in occupancy rates and average daily rates ("ADRs"). While lower occupancy rates have historically resulted in accommodation providers increasing their distribution of accommodation reservations through third-party intermediaries such as us, our remuneration for accommodation reservation transactions changes proportionately with price, and therefore, lower ADRs generally have a negative effect on our accommodation reservation business and a negative effect on our gross profit. Further, manyduring periods of higher occupancy rates, accommodation providers may decrease their distribution of accommodation reservations through third-party intermediaries like us, in particular through our discount services such as priceline.com's Name Your Own Price® and Express Deals® services.
Many governments around the world, including the U.S. government and certain European governments, are operating at large financial deficits. Disruptionsdeficits, resulting in the economieshigh levels of sovereign debt in such countries. Greece, Ireland, Portugal and certain other European Union countries could cause, contribute to or be indicativewith high levels of deteriorating macro-economic conditions.sovereign debt at times have had difficulty refinancing their debt. Failure to reach political consensus regarding workable solutions to these issues has resulted in a high level of uncertainty regarding the future economic outlook. This uncertainty, as well as concern over governmental austerity measures including higher taxes and reduced government spending, could impair consumer spending and adversely affect travel demand. Over recent quarters,Greece, in particular, has recently faced and continues to face significant economic challenges, in large part due to its high levels of sovereign debt and difficulties re-financing that debt. This may increase the likelihood that Greece, and in turn other countries, could exit the European Union, which could lead to added economic uncertainty and further devaluation or eventual abandonment of the Euro common currency. At times, we have experienced declinesvolatility in transaction growth rates and cancellation rates and weaker trends in hotel average daily rates (“ADRs”)ADRs across many regions of the world, particularly in those European countries that appear to be most affected by economic uncertainties. We believe that these business trends are likely impacted by weak economic conditions and sovereign debt concerns. Similarly, while China's economy experienced rapid growth over the past 20 years, growth of the Chinese economy slowed in 2015 and concerns about its future growth have had an adverse impact on financial markets, currency exchange rates and other economies. Disruptions in the economies of such countries could cause, contribute to or be indicative of deteriorating macro-economic conditions, which in turn could negatively affect travel to or from such countries or the travel industry in general and therefore have an adverse impact on our results of operations. In addition, although lower oil prices may lead to increased travel activity as consumers have more discretionary funds and airline fares decrease, recent declines in oil prices and stock market volatility may be indicative of broader macro-economic weakness, which in turn could negatively affect the travel industry and our business.
The uncertainty of macro-economic factors and their impact on consumer behavior, across regions, which may differ across regions, makes it more difficult to forecast industry and consumer trends and the timing and degree of their impact on our markets and business, which in turn could adversely affect our ability to effectively manage our business and adversely affect our results of operations.
During the recent worldwide recession, the hotel industry experienced a significant decrease in occupancy rates and ADRs, and an increase in reservation cancellation rates. While lower occupancy rates have historically resulted in hotel room providers increasing their distribution of hotel room reservations through third-party intermediaries such as us, our remuneration for hotel room reservation transactions changes proportionately with room price, and therefore, lower ADRs generally have a negative effect on our hotel room reservation business and a negative effect on our gross profit.
In addition, other unforeseen events beyond our control, such as higher oil prices, terrorist attacks, unusual or extreme weather patterns,or natural disasters such as earthquakes, hurricanes, tsunamis, floods, droughts and volcanic eruptions, (such as the April 2010 eruption of a volcano in Iceland), travel relatedtravel-related health concerns including pandemics and epidemics such as Ebola, Zika, Influenza H1N1, avian bird flu, SARS and SARS,MERS, political instability, regional hostilities, imposition of taxes or surcharges by regulatory authorities or travel-related accidents, can disrupt travel related accidents, could adversely affect our business and results of operations.or otherwise result in declines in travel demand. Because these events or concerns are largely unpredictable, they can dramatically and suddenly affect travel behavior by consumers, and therefore demand for our services, which can adversely affect our business and results of operations. For example, our business and operations were negatively impacted by
the terror attacks in late 2012Paris in November 2015; Hurricane Sandy, which disrupted travel in the northeastern United States. In early 2011, Japan was struck byStates in late 2012; a major earthquake, tsunami and nuclear emergency. In October 2011,emergency in Japan in 2011; severe flooding in Thailand a key market for our Agoda.com businessin October 2011; and the Asian business of Booking.com, negatively impacted booking volumes and cancellation rates in this market. In addition, in early 2010, Thailand experienced disruptive civil unrest in Thailand in 2010 and 2014. In addition, MERS had an adverse impact on our business in northeast Asia in 2015. Also, in 2015 regional hostilities in the Middle East spurred an unprecedented flow of migrants from that region to Europe. As countries respond to the European migrant crisis, travel between countries in the European Union and to and from the region could be subject to increased restrictions or the closing of borders, which causedcould negatively impact travel to, from or within the temporary relocationEuropean Union and adversely affect our business and results of Agoda.com's Thailand-based operations. Future terrorist attacks, natural disasters, health concerns or civil or political unrest could further disrupt our business and operations and adversely affect our results of operations.
Intense competition could reduce our market share and harm our financial performance.
We compete with both online and traditional travel and restaurant reservation and related services. The market for the services we offer is intensely competitive, and current and new competitors can launch new services at a relatively low cost. Some of our current and potential competitors, such as Google, Apple, Alibaba, Amazon and Facebook, have access to significantly greater and more diversified resources than we do, and they may be able to leverage other aspects of their businesses (e.g., search or mobile device businesses) to enable them to compete more effectively with us. For example, Google has entered various aspects of the online travel market through its acquisition in 2011 of ITA Software, Inc., a major flight information software company, its hotel search and reservation booking business ("Book on Google") and its license of hotel-booking software from Room 77.
We currently, or may potentially in the future, compete with a variety of companies, including:
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;
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, 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;
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;
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;
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
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.
TripAdvisor, a leading travel research and review website, Google, the world's largest search engine, and other large, established companies with substantial resources and expertise in developing online commerce and facilitating Internet traffic have launched search, meta-search and/or reservation booking services and may create additional inroads into online travel, both in the United States and internationally. Meta-search services leverage their search technology to aggregate travel search results for the consumer's specific itinerary across travel service provider (e.g., accommodations, rental car companies or airlines), online travel company ("OTC") and other travel websites and, in many instances, compete directly with us for customers. Meta-search services intend to appeal to consumers by showing broader travel search results than may be available through OTCs or other travel websites, which could lead to travel service providers or others gaining a larger share of search traffic. TripAdvisor has begun supporting its meta-search service with offline advertising, and trivago, a leading meta-search service in Europe, has been aggressively advertising in the United States since 2013. Through our KAYAK meta-search service, we compete directly with other meta-search services. KAYAK depends on access to information related to travel service pricing, schedules, availability and other related information from OTCs and travel service providers. To the extent OTCs or travel service providers do not provide such information to KAYAK, KAYAK's business and results of operations could be harmed.
Consumers may favor travel services offered by meta-search websites or search companies over OTCs, which could reduce traffic to our travel reservation websites, increase consumer awareness of our competitors' brands and websites and increase our advertising and other customer acquisition costs. To the extent any such consumer behavior leads to growth in our KAYAK meta-search business, such growth may not result in sufficient increases in profits from our KAYAK meta-search business to offset any related decrease in profits experienced by our travel service reservation brands. Further, meta-search services may evolve into more traditional OTCs by offering consumers the ability to make travel reservations directly through their websites. For example, TripAdvisor facilitates hotel reservations on its transaction websites Tingo and Jetsetter and, with respect to some accommodations, allows consumers to make a reservation while staying on TripAdvisor through its "Instant Booking" offering. Instant Booking now includes participation from six out of the top 10 global hotel brands, including Marriott International, Hyatt Hotels and Best Western International. We recently agreed to participate in "Instant Booking," and we do not yet know how this participation will affect our business. For example, while we expect to benefit from incremental business generated through "Instant Booking," participation could cannibalize business that would otherwise come to us through other ad offerings on TripAdvisor, directly (including after a consumer first visits TripAdvisor) or through other channels, some of which may be more profitable to us than reservations generated through "Instant Booking." Other meta-search providers may also offer direct booking services with travel service providers, which may lead to more consumers booking directly with a travel service provider rather than an OTC. For example, Google recently announced the discontinuation of its Hotel Finder meta-search service in favor of integrating hotels directly into search results and encouraging users to book hotel reservations directly through Google's "Book on Google" service, which it is now expanding from mobile phones to both desktops and tablets. To the extent consumers book travel services through a service such as Google's "Book on Google," a meta-search website or directly with a travel service provider after visiting a meta-search website or meta-search utility on a traditional search engine without using an OTC like us, or if meta-search services limit our participation within their search results or evolve into more traditional OTCs, we may need to increase our advertising or other customer acquisition costs to maintain or grow our reservation bookings and our business and results of operations could be adversely affected.
There has been a proliferation of new channels through which accommodation providers can offer reservations. For example, companies such as Airbnb and HomeAway (which is owned by Expedia) offer services providing vacation rental property owners, particularly individuals, an online place to list their accommodations where travelers can search and book such properties. Airbnb may also seek to compete directly with us by offering hotel and other accommodations through their online and mobile platforms. Further, meta-search services may lower the cost for new companies to enter the market by providing a distribution channel without the cost of promoting the new entrant's brand to drive consumers directly to its website. If any of these services are successful in attracting consumers who would otherwise use our services, our business and results of operations would be harmed.
Our OpenTable restaurant reservation business competes or may in the future compete with other restaurant reservation providers, such as LaFourchette (which is owned by TripAdvisor), Yelp's SeatMe service, Zomato, Bookatable (which is owned by Michelin), and Quandoo (which is owned by Recruit).
Companies offering new rental car business models and car- and ride-sharing services such as Uber, Lyft, Gett, BlaBlaCar and Zipcar (which is owned by Avis) provide alternative options for consumers considering renting a car. These companies extensively utilize mobile platforms and new technologies to drive demand for their services. If any of these services are successful in attracting consumers who would otherwise use our rental car reservation services, our business and results of operations could be harmed.
Travel service providers, including multi-national hotel chains, rental car companies and airlines with which we conduct business, compete with us in online channels to drive consumers to their own websites in lieu of third-party distributors such as us. Travel service providers may charge lower prices and, in some instances, offer advantages such as loyalty points or special discounts to members of closed user groups (such as loyalty program participants or consumers with registered accounts), any of which could make their offerings more attractive to consumers than our services. Discounting may increase as competition authorities seek to allow increased pricing flexibility among providers of travel service reservations. We may need to offer similar advantages to maintain or grow our reservation bookings, which could adversely impact our profitability. Further, consolidation among travel service providers, such as Marriott International's acquisition of Starwood Hotels & Resorts, could result in lower rates of commission paid to OTCs, increased discounting, and greater incentives for consumers to join closed user groups as such travel service providers expand their offerings. If we are not as effective as our competitors in offering discounted prices to closed user groups or if we are unable to entice members of our competitors' closed user groups to use our services, our ability to grow and compete could be harmed.
Competition in U.S. online travel remains intense and online travel companies are creating new promotions and consumer value features in an effort to gain competitive advantages. In particular, the competition to provide "opaque" accommodation reservation services to consumers, an area in which our priceline.com business has been a leader, has become more intense. For example, Expedia makes opaque accommodation room reservations available through its Hotwire brand and on its principal website under the name "Expedia Unpublished Rates" and has, we believe, supported this initiative with steeper discounts through lower margins. We believe these offerings, in particular "Expedia Unpublished Rates," have adversely impacted the market share and year-over-year growth rate for priceline.com's Name Your Own Price® opaque hotel reservation service, which has been experiencing a decline in room night reservations since 2011. Competitors could also launch opaque rental car services, which could negatively impact priceline.com's opaque Name Your Own Price® rental car reservation service. If Expedia or others are successful in growing their opaque reservation services, we may have less consumer demand for our opaque reservation services over time, and we would face more competition for access to the limited supply of discounted reservation rates. As a result of this increased competition, our share of the discount accommodation reservation market in the United States could further decrease, which could harm our business and results of operations. In addition, high hotel occupancy levels in the United States have had an adverse impact on our access to hotel rooms for our opaque hotel reservation services. Further, growth in discounted closed user group retail prices for hotel rooms lessens the price difference for members of the closed user group between a retail hotel reservation and an opaque hotel reservation, which we believe has led to fewer consumers using our opaque hotel reservation services.
During 2015, Expedia acquired Travelocity, Orbitz and HomeAway. To the extent these acquisitions enhance Expedia's ability to compete with us, in particular in the United States, which is Expedia's, Travelocity's, Orbitz's and HomeAway's largest market, our market share, business and results of operations could be adversely affected.
We are exposed to fluctuations in currency exchange rates.
We conduct a substantial majority of our business outside the United States but we report our results in U.S. Dollars. As a result, we face exposure to adverse movements in currency exchange rates as the financial results of our international businesses are translated from local currency (principally Euros and British Pounds Sterling) into U.S. Dollars. The U.S. Dollar significantly strengthened against the Euro during 2014 and 2015, moving from an exchange rate of 1.38 U.S. Dollars per Euro as of January 1, 2014 to 1.09 U.S. Dollars per Euro as of December 31, 2015. The U.S. Dollar also strengthened significantly during this time frame as compared to many other currencies. As a result, our foreign currency denominated net assets, gross bookings, gross profit, operating expenses and net income have been negatively impacted as expressed in U.S. Dollars. For example, gross profit from our international businesses grew year-over-year on a constant currency basis by approximately 28% for the year ended December 31, 2015, but, as a result of the impact of changes in currency exchange rates, grew by 11.6% as reported in U.S. Dollars.
Certain European Union countries with high levels of sovereign debt have had difficulty at times refinancing their debt. Concern around devaluation or abandonment of the Euro common currency, or that sovereign default risk may become more widespread, has led to significant volatility in the exchange rate between the Euro, the British Pound Sterling, the U.S. Dollar and other currencies. In March 2015, the European Central Bank, in an effort to stimulate the European economy, launched a quantitative easing program to purchase public debt.
Significant fluctuations in currency exchange rates can affect consumer travel behavior. For example, the strengthening of the U.S. Dollar relative to the Euro in 2015 resulted in it becoming more expensive for Europeans to travel to the United States, and dramatic depreciation of the Russian Ruble in 2014 and 2015 resulted in it becoming more expensive for Russians to travel to Europe and most other non-Ruble destinations. Consumers traveling from a country whose currency has weakened against other currencies may book lower ADR accommodations, choose to shorten or cancel their international travel
plans or choose to travel domestically rather than internationally, any of which could adversely affect our gross bookings, revenues and results of operations, in particular when expressed in U.S. Dollars.
Additionally, foreign exchange rate fluctuations on transactions denominated in currencies other than the functional currency result in gains and losses that are reflected in our financial results.
Volatility in foreign exchange rates and its impact on consumer behavior, which may differ across regions, makes it more difficult to forecast industry and consumer trends and the timing and degree of their impact on our markets and business, which in turn could adversely affect our ability to effectively manage our business and adversely affect our results of operations.
We face riskrisks related to the growth rate and expansion of our international business.
We derive a substantial portion of our revenues, and have significant operations, outside the United States. Our international operations include the Netherlands-based hotelaccommodation reservation service Booking.com, the Asia-based hotelaccommodation reservation service Agoda.com andagoda.com, the U.K.-based rental car reservation service rentalcars.com.rentalcars.com and, to a lesser extent, KAYAK's international meta-search services and OpenTable's international restaurant reservation business. Our international OTC operations have achieved significant year-over-year growth in their gross bookings (an operating and statistical metric referring to the total dollar value, generally inclusive of all taxes and fees, of all travel services purchasedbooked by our customers)customers, net of cancellations). This growth rate, which has contributed significantly to our growth in consolidated revenue, gross profit and earnings, per share, has declined, a trend we expect to continue as the absolute level of our gross bookings grows larger.increases. Other factors may also slow the growth rates of our revenues derived from our international business,businesses, including, for example, worldwide economic conditions, any strengthening of the U.S. Dollar versus the Euro and other currencies, declines in ADRs, increases in cancellations, adverse
changes in travel market conditions and the competitiveness of the market. A decline in the growth rates of our international businessbusinesses could have a negative impact on our future consolidated revenue, gross profit and earnings per share growth rates and, as a consequence, our stock price.
Our strategy involves continued rapid international expansion in regions throughout the world. Many of these regions have different economic conditions, customs, differentlanguages, currencies, differentconsumer expectations, levels of customerconsumer acceptance and use of the Internet and differentfor commerce, legislation, regulatory environments (including labor laws and customs), tax laws and levels of political stability.stability, and we are subject to associated risks typical of international businesses. International markets may have strong local competitors with an established brand and travel service provider or restaurant relationships that may make expansion in that market difficult and costly and take more time than anticipated. In addition, compliance with foreign legal, regulatory or tax requirements in multiple jurisdictions places demands on our time and resources, and we may nonetheless experience unforeseen and potentially adverse legal, regulatory or tax consequences. In some markets such as China, legal and other regulatory requirements may prohibit or limit participation by foreign businesses, such as by making foreign ownership or management of Internet or travel-related businesses illegal or difficult, or may make direct participation in those markets uneconomic, which could make our entry into and expansion in those markets difficult or impossible, require that we work with a local partner or result in higher operating costs. If we are unsuccessful in rapidly expanding in new and existing markets and effectively managing that expansion, our business, results of operations and financial condition wouldcould be adversely affected.
Certain markets in which we operate that are in earlier stages of development have lower operating margins compared to more mature markets, which could have a negative impact on our overall margins as these markets increase in size over time. Also, we intend to continue to invest in adding accommodations available for reservation on our websites, including hotels, bed and accommodationsbreakfasts, hostels and vacation rentals. Vacation rentals generally consist of, among others, properties categorized as participants in our services.single-unit and multi-unit villas, apartments, "aparthotels" (which are apartments with a front desk and cleaning service) and chalets and are generally self-catered (i.e., include a kitchen), directly bookable properties. Many of the newer propertiesaccommodations we add to our travel reservation services, especially in highly penetrated markets, may have fewer rooms, may have lower ADRs may haveor higher credit risk and may appeal to a smaller subset of customers (for example,consumers (e.g., hostels and bed and breakfasts), and therefore may also negatively impact our margins. For example, because a vacation rental is typically either a single unit or a small collection of independent units, vacation rental properties represent more limited booking opportunities than non-vacation rental properties, which generally have more units to rent per property. Our non-hotel accommodations in general may be subject to increased seasonality due to local tourism seasons, weather or other factors. As we increase our non-hotel accommodation business, these different market characteristics could negatively impact our profit margins; and, to the extent these properties represent an increasing percentage of the properties added to our websites, our gross bookings growth rate and property growth rate will likely continue to diverge over time (since each such property has fewer booking opportunities). As a result of the foregoing, as the percentage of non-hotel accommodations increases, the number of reservations per property will likely continue to decrease.
We believe that the increase in the number of accommodation providers that participate on our websites, and the corresponding access to accommodation room nights, has been a key driver of the growth of our accommodation reservation business. The growth in our accommodation bookings typically makes us an attractive source of consumer demand for our accommodation providers. However, accommodation providers may wish to limit the amount of business that flows through a single distribution channel. As a result, we may experience constraints on the number of accommodation room nights available to us, which could negatively impact our growth rate and results of operations.
The number of our employees worldwide has grown from less than 700 in the first quarter of 2007 to approximately 7,00015,500 as of December 31, 2012,2015, which growth is mostly comprised of hires by our international operations, including as a result of our international acquisitions. As a result of such rapid expansion, the average tenure of our employees has become shorter.operations. We may not be able to hire, train, retain, motivate and manage required personnel, which may limit our growth, damage our reputation, negatively affect our financial performance, and otherwise harm our business. In addition, expansion increases the complexity of our business and places additional strain on our management, operations, technical performance, financial resources and internal financial control and reporting functions. Our current and planned personnel, systems, procedures and controls may not be adequate to support and effectively manage this growth and our future operations, especially as we employ personnel in multiple geographic locations around the world. We are subject to risks typical of international businesses, including differing economic conditions, differing customs, languages and customer expectations, changes in political climate, differing tax structures, other regulations and restrictions, including labor laws and customs, and foreign exchange rate volatility.
Intense competition could reduce our market share and harm our financial performance.
We compete with both online and traditional travel reservation services. The market for the travel reservation services we offer is intensely competitive, and current and new competitors can launch new services at a relatively low cost. Some of our current and potential competitors, such as Google, Apple and Microsoft, have access to significantly greater and more diversified resources than we do, and they may be able to leverage other aspects of their businesses (e.g., search or mobile device businesses) to enable them to compete more effectively with us.
We currently or potentially will compete with a variety of companies, including:
Internet travel services such as Expedia, Hotels.com, Hotwire, Elong, CarRentals.com and Venere, which are owned by Expedia; Travelocity, lastminute.com, Holiday Auto and Zuji, which are owned by the Sabre Group; Orbitz.com, Cheaptickets, ebookers, HotelClub and RatesToGo, which are owned by Orbitz Worldwide; laterooms and asiarooms, which are owned by Tui Travel; Gullivers and octopustravel, which are owned by Kuoni; Hotel Reservation Service and hotel.de, which are owned by Hotel Reservation Service; and AutoEurope, Car Trawler, Ctrip, MakeMyTrip, Rakuten, Jalan and Wotif;
travel service providers such as hotel companies, airlines and rental car companies, 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;
large online portal, social networking, group buying and search companies, such as Google, Yahoo! (including Yahoo! Travel), Bing (including Bing Travel), Facebook, Groupon and Living Social;
traditional travel agencies, wholesalers and tour operators;
online travel search services (generally referred to as “meta-search” services) such as KAYAK (which we agreed to acquire in November 2012; see Note 20 to the Consolidated Financial Statementsfor more details about the acquisition), Trivago.com (in which Expedia agreed to acquire a majority ownership interest in December 2012), Mobissimo.com, FareChase.com, Qunar, Cheapflights.com and HotelsCombined and travel research services that have search functionality, such as TripAdvisor and Travelzoo; and
operators of travel industry reservation databases (generally referred to as a “global distribution system” or “GDS”) such as Galileo, Travelport, Amadeus and Sabre.
Large, established Internet search engines with substantial resources and expertise in developing online commerce and facilitating Internet traffic are creating - and we believe intend to further create - inroads into online travel, both in the United States and internationally. For example, following its acquisition of ITA Software, Inc., a major flight information software company, Google launched a flight search tool that enables consumers to find fares, schedules and availability directly on Google and excludes participation by online travel agents ("OTAs") such as us within the search results. Google has also invested in HomeAway, a publicly traded vacation home rental service, and launched “Hotel Finder,” a utility that allows consumers to search and compare hotel accommodations based on parameters set by the consumer and that Google has at times placed at or near the top of hotel-related search results. In addition, Microsoft has launched Bing Travel, which searches for airfare and hotel reservations online and predicts the best time to purchase them. If Google (the largest search engine in the world), Bing or other leading search engines refer significant traffic to these or other travel services they develop in the future, or otherwise favor supplier websites or other travel service websites over OTAs, including us, it would likely become more difficult and expensive for us to generate traffic to our websites and therefore to maintain or grow our market share, which could have a material adverse effect on our business and results of operations.
“Meta-search” services leverage their search technology to aggregate travel search results for the consumer's specific itinerary across travel service provider (e.g., airlines or hotels), OTA and other websites and, in many instances, compete directly with us for customers. Furthermore, certain travel service providers limit OTA participation within the meta-search results. Some meta-search services that offer customers the ability to make hotel reservations directly through their websites may evolve into more traditional OTAs. Meta-search services intend to appeal to consumers by showing more detailed travel search results, including specific information for their own itineraries than may be available through OTAs or other websites, which could lead to travel service providers or others gaining a larger share of search traffic. To the extent consumers book travel services through a meta-search site or directly with a supplier after visiting a meta-search site without using an OTA like us or if meta-search services limit our participation within their search results, we may need to increase our advertising or other customer acquisition costs to maintain or grow our bookings, any of which could have an adverse effect on our business and results of operations.
Several major hotel companies, comprising Choice Hotels International, Hilton Worldwide, Hyatt, InterContinental Hotels Group, Wyndham Hotel Group, Marriott, La Quinta and Millennium, launched Room Key, an online hotel reservation service that competes directly with our hotel reservation services. The hotel companies that own Room Key have a stated goal of driving consumers directly to their brand websites, thus reducing the share received by OTAs. They may also attempt to improve their competitive position by offering lower room rates, better room availability or additional features or amenities through Room Key than are available through services like ours. If Room Key is successful, our share of the online hotel reservation market could be negatively affected and our business could suffer.
There has been a proliferation of new channels through which hotels can offer hotel room reservations. For example, some hotels offer discounted room reservations through “daily deal” websites such as Groupon and Living Social, which sell coupons to customers at a substantial discount. In 2011, Expedia, one of our largest competitors, entered into a partnership with Groupon to sell hotel room reservations to Groupon customers under the “Groupon Getaways” brand name. New entrants, such as BackBid, GuestMob and Tingo, as well as Hipmunk and Room 77, have developed new and differentiated offerings that endeavor to provide savings on hotel rooms to consumers and that compete directly with us. If any of these new services are successful, we may experience less demand for our services and are likely to face more competition for access to the limited supply of discounted hotel room rates.
Competition in domestic online travel remains intense and online travel companies are creating new promotions and consumer value features in an effort to gain competitive advantages. In particular, the competition to provide “opaque” hotel reservation services to consumers, an area in which our priceline.com U.S. business has been a leader, has become more intense. For example, Expedia makes opaque hotel room reservations available on its principal website under the name “Expedia Unpublished Rates” and has supported this initiative with steeper discounts through lower margins. As with our opaque Name Your Own Price® hotel booking service, the name of the hotel is not disclosed until after booking. We believe these offerings, in particular "Expedia Unpublished Rates", have adversely impacted the market share and year-over-year
growth rate for our opaque hotel service, which experienced a decline in room night reservations in 2012 compared to 2011. These and other competitors could also launch opaque rental car services, which could negatively impact our opaque Name Your Own Price® rental car service. If Expedia or others are successful in growing their opaque hotel reservation services, we may have less consumer demand for our hotel reservation services over time and we would face more competition for access to the limited supply of discounted hotel room rates. In an effort to compete more effectively against these new offerings, in 2012 we launched Express Deals, a semi-opaque price-disclosed hotel reservation service. However, Express Deals may not be successful at recovering or growing domestic hotel reservation service market share. As a result of this increased competition, our share of the discount hotel reservation market in the United States could further decrease, which would harm our business and results of operations.
We believe that a number of reasons, including the recent significant year-over-year increase in retail airfares, could cause consumers to engage in increased shopping behavior before making a travel purchase than they engaged in previously. Increased shopping behavior reduces our advertising efficiency and effectiveness because traffic becomes less likely to result in a purchase on our website, and such traffic is more likely to be obtained through paid online advertising channels than through free direct channels. Further, as consumers attempt to be more efficient in their shopping behavior, they may favor travel services offered by search companies or meta-search sites over OTAs like us, which could reduce the traffic to our websites, increase consumer awareness of our competitors' brands and websites, increase our advertising and other customer acquisition costs and adversely affect our business, margins and results of operations.
The launch of Room Key discussed above is demonstrative of the effort of many hotel, airline and rental car companies, including those with which we conduct business, to drive online demand to their own websites in lieu of third-party distributors such as us. Certain airlines have attempted to charge additional fees to customers who book airline reservations through an online channel other than their own website. Furthermore, some airlines may distribute their tickets exclusively through their own websites. Providers who sell on their own websites typically do not charge a processing fee, and, in some instances, offer advantages such as web-only fares, bonus miles or loyalty points, which could make their offerings more attractive to consumers than models like ours.
We rely on online advertising channels to enhance our brand awareness and to generate a significant amount of traffic to our websites.
We believe that maintaining and expanding the Booking.com, priceline.com, Agoda.comKAYAK, agoda.com, rentalcars.com and rentalcars.comOpenTable brands, along with our other owned brands, are important aspects of our efforts to attract and retain customers. Effective online advertising has been an important factor in our growth, and we believe it will continue to be important to our future success. As our competitors spend increasingly more on advertising, we are required to spend more in order to maintain our brand recognition and, in the case of online advertising, to maintain and grow traffic to our websites. In addition, we have invested considerable money and resources onin the establishment and maintenance of the Booking.com, priceline.com, Agoda.com and rentalcars.comour brands, and we will continue to invest resources in advertising, marketing and other brand building efforts to preserve and enhance consumer awareness of our brands. We may not be able to successfully maintain or enhance consumer awareness and acceptance of theseour brands, and, even if we are successful in our branding efforts, such efforts may not be cost-effective. If we are unable to maintain or enhance consumer awareness and acceptance of our brands in a cost-effective manner, our business, market share and results of operations would be materially adversely affected.
Our online advertising efficiency, expressed as online advertising expense as a percentage of gross profit, is impacted by a number of factors that are subject to variability and that are, in some cases, outside of our control, including ADRs, costs per click, cancellation rates, foreign exchange rates, and the extentour ability to which we are successful in convertingconvert paid traffic to booking customers and then having customers returnthe extent to which consumers come directly to our websites or mobile apps for future bookings. For example, competition for desired rankings in search results and/or a decline in ad clicks by consumers could increase our costs-per-click and reduce our online advertising efficiency. We use third-party websites, including online search engines price comparison(primarily Google), meta-search and travel research services, and affiliate marketing as primary means of generating traffic to our websites. As a result, ourOur online advertising expense has increased significantly in recent years, a trend we expect to continue. In addition, from 2011 to 2013 our online advertising has growngrew faster than our gross profit due to (1) year-over-year declines in online advertising returns on investment and (2) brand mix within theThe Priceline Group (2) channel mix withinas our brands and (3) recently, lower returns on investment (“ROIs”) from our online advertising. Our international brands are growinggrew faster than our priceline.com U.S. brand,brands and spendspent a higher percentage of gross profit on online advertising. Furthermore,In 2014, these long-term trends continued, but were more than offset by the inclusion of KAYAK and OpenTable because they spend a lower percentage of gross profit on online advertising than our other brands. Also, our consolidated results exclude intercompany advertising by our brands are generally obtaining an increasing share of traffic through paidon KAYAK. In 2015, online advertising channels. Finally, our online advertising ROIs have recently been down year-over-year.efficiency declined compared to the prior year, mainly due to lower ROIs. Any reduction in our online advertising efficiency could have an adverse effect on our business and results of operations, whether through reduced gross profit or gross profit growth or through advertising expenses increasing faster than gross profit and thereby reducing margins and earnings growth.
We believe that a number of factors could cause consumers to increase their shopping behavior before making a travel purchase. Increased shopping behavior reduces our online advertising efficiency and effectiveness because traffic becomes less likely to result in a purchase on our website, and such traffic is more likely to be obtained through paid online advertising channels than through free direct channels. Further, consumers may favor travel services offered by search companies or meta-search sites over OTCs, which could reduce traffic to our travel reservation websites, increase consumer awareness of our competitors' brands and websites, increase our advertising and other customer acquisition costs and adversely affect our business, margins and results of operations. To the extent any such increased shopping behavior leads to growth in our KAYAK meta-search business, such growth may not result in sufficient increases in revenues from our KAYAK meta-search business to offset any related decrease in gross profit or increase in advertising and other customer acquisition costs experienced by our OTC brands.
Recent trendsOur business could be negatively affected by changes in consumerInternet search engine algorithms and dynamics or traffic-generating arrangements.
We use Google to generate a significant portion of the traffic to our websites, and, to a lesser extent, we use other search engines and meta-search websites to generate traffic to our websites, principally through pay-per-click advertising campaigns. The pricing and operating dynamics on these search engines can experience rapid change commercially, technically and competitively. For example, Google frequently updates and changes the logic which determines the placement and display of results of a consumer's search, such that the placement of links to our websites can be negatively affected and our costs to improve or maintain our placement in search results can increase. If Google changes how it presents travel search results or the manner in which it conducts the auction for placement among search results, in either case in a manner that is competitively disadvantageous to us, whether to support its own travel-related services (such as "Book on Google") or otherwise, our ability to efficiently generate traffic to our websites could be harmed, which in turn would have an adverse effect on our business, market share and results of operations.
In addition, we purchase website traffic from a number of other sources, including some operated by our competitors, in the form of pay-per-click arrangements that can be terminated with little or no notice. If one or more of such arrangements is terminated, our business, market share and results of operations could be adversely affected. Lastly, we rely on various third-party distribution channels (i.e., marketing affiliates) to distribute accommodation, rental car and airline ticket reservations. Should one or more of such third parties cease distribution of reservations made through us, or suffer deterioration in its search engine ranking, due to changes in search engine algorithms or otherwise, our business, market share and results of operations could be negatively affected.
Consumer adoption and use of mobile devices createcreates new challenges and may enable device companies such as Apple to compete directly with us.
Widespread adoption of mobile devices, such as the iPhone, Android-enabled smart phones and tablets such as the iPad, coupled with the improved web browsing functionality and development of thousands of useful “apps”apps available on these devices, is driving substantial online traffic and commerce activity to mobile platforms. We have experienced a significant shift of business to mobile platforms and our advertising partners are also seeing a rapid shift of traffic to mobile platforms. Our major competitors and certain new market entrants are offering mobile applicationsapps for travel products and other functionality, including proprietary last-minute discounts for hotel bookings.accommodation reservations. Advertising and distribution opportunities may be more limited on mobile devices given their smaller screen sizes. The gross profit earned on a mobile transaction may be less than a typical desktop transaction due to different consumer purchasing patterns. For example, hotelaccommodation reservations made on a mobile device typically are for shorter lengths of stay and are not made as far in advance. Further, given the device sizes and technical limitations of tablets and smartphones, mobile consumers may not be willing to download multiple apps from multiple travelcompanies providing a similar service providers and instead prefer to use one or a limited number of apps for their mobile travel and restaurant research and reservation activity. As a result, the consumer experience with mobile apps as well as brand recognition and loyalty are likely to become increasingly important. We have made significant progress creatingOur mobile offerings which have received generally strong reviews solid download trends, and are driving a material and increasing share of our business. We believe that mobile bookings present an opportunity for growth and are necessary to maintain and grow our business as consumers increasingly turn to mobile devices instead of a personal computer and to mobile applications instead of a web browser. Further, many consumers use a mobile device based web browser instead of an app.computer. As a result, it is increasingly important for us to develop and maintain effective mobile apps and websites optimized for mobile devices to provide customersconsumers with an appealing, easy-to-use mobile website functionality.experience. If we are unable to continue to rapidly innovate and create new, user-friendly and differentiated mobile offerings and efficiently and effectively advertise and distribute on these platforms, or if our mobile appsofferings are not downloaded and used by travel consumers, we could lose market share to existing competitors or new entrants and our business, future growth and results of operations could be adversely affected.
Apple, one of the most innovative and successful companies in the world and producer of, among other things, the iPhone and iPad, recently obtained a patent for “iTravel,”"iTravel," a mobile app that would allow a traveler to check in for a travel reservation. In addition, Apple's most recent iPhone operating system includes “Passbook,”"Wallet" (formerly known as "Passbook"), a virtual wallet app that holds tickets, boarding passes, coupons and gift cards, and, along with iTravel, may be indicative of Apple's intent to enter the travel reservations business in some capacity. Apple has substantial market share in the smart phone category and controls integration of offerings, including travel services, into its mobile operating system. Apple also has more experience producing and developing mobile apps and has access to greater resources than we have. Apple may use or expand iTravel, Passbook,Wallet, Siri (Apple's voice recognition "concierge" service), Apple Pay (Apple's mobile payment system) or another mobile app or functionality as a means of entering the travel reservations marketplace. Similarly, Google's Android operating system is the leading smart phone operating system in the world. As a result, Google could leverage its Android operating system to give its travel services a competitive advantage, either technically or with prominence on its Google Play app store or within its mobile
search results. To the extent Apple or Google use their mobile operating systems or app distribution channels to favor their own travel service offerings, our business and results of operations could be harmed.
Our processing, storage, use and disclosure of personal data exposes us to risks of internal or external security breaches and could give rise to liabilities.
The security of data when engaging in electronic commerce is essential to maintaining consumer and travel service provider confidence in our services. Any security breach whether instigated internally or externally on our systems or other Internet-based systems could significantly harm our reputation and therefore our business, brand, market share and results of operations. We currently require consumers who use certain of our services to guarantee their offers with their credit card, either online or, in some instances, through our toll-free telephone service. We require user names and passwords in order to access our information technology systems. We also use encryption and authentication technologies to secure the transmission and storage of data and prevent unauthorized access to our data or accounts. It is possible that computer circumvention capabilities, new discoveries or advances or other developments, including our own acts or omissions, could result in a compromise or breach of consumer data. For example, third parties may attempt to fraudulently induce employees or customers to disclose user names, passwords or other sensitive information ("phishing"), which may in turn be used to access our information technology systems or to defraud our customers. We have experienced targeted and organized phishing attacks and may experience more in the future. Our efforts to protect information from unauthorized access may be unsuccessful or may result in the rejection of legitimate attempts to book reservations through our services, any of which could result in lost business and materially adversely affect our business, reputation and results of operations.
Our existing security measures may not be successful in preventing security breaches. A party (whether internal, external, an affiliate or unrelated third party) that is able to circumvent our security systems could steal consumer information or transaction data or other proprietary information. In the last few years, several major companies, including Sony, Home Depot, JPMorgan, Target, Zappos, Apple, AOL, LinkedIn, Google and Yahoo! experienced high-profile security breaches that exposed their customers' and employees' personal information. We expend significant resources to protect against security breaches, and we may need to increase our security-related expenditures to maintain or increase our systems' security or to address problems caused and liabilities incurred by breaches. These issues are exposedlikely to fluctuationsbecome more difficult to manage as we expand the number of places where we operate and as the tools and techniques used in currency exchange rates.such attacks become more advanced. As recently experienced by Sony, security breaches could result in severe damage to our information technology infrastructure, including damage that could impair our ability to offer our services or the ability of consumers to make reservations or conduct searches through our services, as well as loss of customer, financial or other data that could materially and adversely affect our ability to conduct our business, satisfy our commercial obligations or meet our public reporting requirements in a timely fashion or at all. Security breaches could also result in negative publicity, damage our reputation, expose us to risk of loss or litigation and possible liability, subject us to regulatory penalties and sanctions, or cause consumers to lose confidence in our security and choose to use the services of our competitors, any of which would have a negative effect on the value of our brand, our market share and our results of operations. Our insurance policies carry low coverage limits, and would likely not be adequate to reimburse us for losses caused by security breaches.
We conduct a substantial majorityalso face risks associated with security breaches affecting third parties conducting business over the Internet. Consumers generally are concerned with security and privacy on the Internet, and any publicized security problems could inhibit the growth of the Internet and negatively affect consumers' willingness to provide private information or effect commercial transactions on the Internet generally, including through our services. Some of our business is conducted with third-party marketing affiliates, which may generate travel reservations through our infrastructure or through other systems. Additionally, consumers using our services could be affected by security breaches at third parties such as travel service providers, payroll providers, health plan providers, payment processors or global distribution systems ("GDSs") upon which we rely. A security breach at any such third-party marketing affiliate, travel service provider, GDS or other third party on which we rely could be perceived by consumers as a security breach of our systems and in any event could result in negative publicity, damage our reputation, expose us to risk of loss or litigation and possible liability and subject us to regulatory penalties and sanctions. In addition, such third parties may not comply with applicable disclosure requirements, which could expose us to liability.
In our processing of travel transactions, we receive and store a large volume of personally identifiable data. This data is increasingly subject to legislation and regulations in numerous jurisdictions around the world, such as the European Union's Data Protection Directive and variations and implementations of that directive in the member states of the European Union. In addition, the European Union is actively considering a new General Data Protection Regulation designed to unify data protection within the European Union under a single law, which may result in significantly greater compliance burdens for companies with users and operations in the European Union. Under the draft General Data Protection Regulation fines of up to 20,000,000 Euros or up to 4% of the annual global turnover of the infringer, whichever is greater, could be imposed. This
government action is typically intended to protect the privacy of personal data that is collected, processed and transmitted in or from the governing jurisdiction. In many cases, these laws apply not only to third-party transactions, but also to transfers of information between us and our subsidiaries, including employee information. For several years, we participated in the U.S.-E.U. Safe Harbor Arrangement (the "Safe Harbor") to address the European Union's data transfer regulations that would otherwise restrict the transfer of certain data from the European Union to the United States. In October 2015, the European Court of Justice invalidated the Safe Harbor, and, as a result, we may need to pursue consent and/or other solutions with respect to certain data transfers from the European Union to the United States. Such consents and/or solutions could be time consuming, costly or complicated to obtain or implement, or we may not be successful in such efforts, any of which could adversely affect our operations and financial results. These laws and their interpretations continue to develop and may be inconsistent from jurisdiction to jurisdiction. Non-compliance with these laws could result in penalties or significant legal liability. We could be adversely affected if legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business, results of operations or financial condition.
We are also subject to payment card association rules and obligations under our contracts with payment card processors. Under these rules and obligations, if information is compromised, we could be liable to payment card issuers for associated expenses and penalties. In addition, if we fail to follow payment card industry security standards, even if no customer information is compromised, we could incur significant fines or experience a significant increase in payment card transaction costs.
System capacity constraints, system failures or "denial-of-service" or other attacks could harm our business.
We have experienced rapid growth in consumer traffic to our websites and through our mobile apps, the number of accommodations on our extranets and the geographic breadth of our operations. If our systems cannot be expanded to cope with increased demand or fail to perform, we could experience unanticipated disruptions in service, slower response times, decreased customer service and customer satisfaction and delays in the introduction of new services, any of which could impair our reputation, damage our brands and materially and adversely affect our results of operations. Further, as an online business, we are dependent on the Internet and maintaining connectivity between ourselves and consumers, sources of Internet traffic, such as Google, and our travel service providers. As consumers increasingly turn to mobile devices, we also become dependent on consumers' access to the Internet through mobile carriers and their systems. Disruptions in Internet access, whether generally, in a specific market or otherwise, especially if widespread or prolonged, could materially adversely affect our business and results of operations. While we do maintain redundant systems and hosting services, it is possible that we could experience an interruption in our business, and we do not carry business interruption insurance sufficient to compensate us for all losses that may occur.
Our computer hardware for operating our services is currently located at hosting facilities around the world. These systems and operations are vulnerable to damage or interruption from human error, floods, fires, power loss, telecommunication failures and similar events. They are also subject to break-ins, sabotage, intentional acts of vandalism, terrorism and similar misconduct. Despite any precautions we may take, the occurrence of any disruption of service due to any such misconduct, natural disaster or other unanticipated problems at such facilities, or the failure by such facilities to provide our required data communications capacity could result in lengthy interruptions or delays in our services. Any system failure that causes an interruption or delay in service could impair our reputation, damage our brands or result in consumers choosing to use a competitive service, any of which could have a material adverse effect on our business and results of operations.
Our existing security measures may not be successful in preventing attacks on our systems, and any such attack could cause significant interruptions in our operations. For instance, from time to time, we have experienced "denial-of-service" type attacks on our systems that have made portions of our websites slow or unavailable for periods of time. There are numerous other potential forms of attack, such as "phishing" (where a third party attempts to infiltrate our systems or acquire information by posing as a legitimate inquiry or electronic communication), SQL injection (where a third party attempts to obtain information or otherwise insert malicious code into our software through data entry fields in our websites) and attempting to use our websites as a platform to launch a "denial-of-service" attack on another party, each of which could cause significant interruptions in our operations and potentially adversely affect our brand, operations and results of operations or involve us in legal or regulatory proceedings. We expend significant resources in an attempt to prepare for and mitigate the effects of any such attacks. Reductions in website availability and response time could cause loss of substantial business volumes during the occurrence of any such attack on our systems, and measures we may take to divert suspect traffic in the event of such an attack could result in the diversion of bona fide customers. These issues are likely to become more difficult to manage as we expand the number of places where we operate and as the tools and techniques used in such attacks become more advanced. Successful attacks could result in negative publicity, damage our reputation and prevent consumers from booking travel services, researching travel services or making restaurant reservations through us during the attack, any of which could cause
consumers to use the services of our competitors, which would have a negative effect on the value of our brands, our market share, business and results of operations.
We rely on certain third-party computer systems and third-party service providers, including GDSs and computerized central reservation systems of the accommodation, rental car and airline industries in connection with providing some of our services. Any interruption in these third-party services and systems or deterioration in their performance could prevent us from booking related accommodation, rental car and airline reservations and have a material adverse effect on our business, brands and results of operations. Our agreements with some third-party service providers are terminable upon short notice and often do not provide recourse for service interruptions. In the event our arrangement with any such third party is terminated, we may not be able to find an alternative source of systems support on a timely basis or on commercially reasonable terms and, as a result, it could have a material adverse effect on our business and results of operations.
We depend upon various third parties to process credit cards for our merchant transactions around the world. In addition, we rely on third parties to provide credit card numbers which we use as a payment mechanism for merchant transactions. If any such third party were wholly or partially compromised, our cash flows could be disrupted or we may not be able to generate merchant transactions (and related revenues) until such a time as a replacement process could be put in place with a different vendor.
We do not have a completely formalized or comprehensive disaster recovery plan in every geographic region in which we conduct business. In the event of certain system failures, we may not be able to switch to back-up systems immediately and the time to full recovery could be prolonged. Like many online businesses, we have experienced system failures from time to time. In addition to placing increased burdens on our engineering staff, these outages create a significant amount of consumer questions and complaints that need to be addressed by our customer support personnel. Any unscheduled interruption in our service could result in an immediate loss of revenues that could be substantial, increase customer service costs, harm our reputation and result in some consumers switching to our competitors. If we experience frequent or persistent system failures, our reputation and brand could be permanently and significantly harmed. We have taken and continue to take steps to increase the reliability and redundancy of our systems. These steps are expensive, may reduce our margins and may not be successful in reducing the frequency or duration of unscheduled downtime.
We use both internally developed systems and third-party systems to operate our services, including transaction processing, order management and financial systems. If the number of consumers using our services increases substantially, or if critical third-party systems stop operating as designed, we will need to significantly expand and upgrade our technology, transaction processing systems, financial and accounting systems and other infrastructure. We may not be able to upgrade our systems and infrastructure to accommodate such conditions in a timely manner, and, depending on the third-party systems affected, our transactional, financial and accounting systems could be impacted for a meaningful amount of time before upgrade, expansion or repair.
We may have exposure to additional tax liabilities.
As an international business providing reservation and advertising services around the world, we are subject to income taxes and non-income based taxes in the United States and various international jurisdictions. Due to economic and political conditions, tax rates and tax regimes in various jurisdictions may be subject to significant change. Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets or changes in tax laws or their interpretation. If our effective tax rates were to increase, our cash flows, financial condition and results of operations would be adversely affected.
Although we believe that our tax filing positions are reasonable and comply with applicable law, the final determination of tax audits or tax disputes may be different from what is reflected in our historical income tax provisions and accruals. To date, we have been audited in several taxing jurisdictions with no significant impact on our financial condition, results of operations or cash flows. If future audits find that additional taxes are due, we may be subject to incremental tax liabilities, possibly including interest and penalties, which could have a material adverse effect on our cash flows, financial condition and results of operations.
For example, French tax authorities recently concluded an audit that started in 2013 of the tax years 2003 through 2012. The French authorities are asserting that Booking.com has a permanent establishment in France and are seeking to recover what they claim are unpaid income taxes and value-added taxes ("VAT"). In December 2015, the French tax authorities issued an assessment for approximately 356 million Euros, the majority of which represents penalties and interest. We believe that Booking.com has been, and continues to be, in compliance with French tax law, and we intend to contest the assessment. If we are unable to resolve the matter with the French authorities, we would expect to challenge the assessment in the French courts. In order to contest the assessment in court, we may be required to pay, upfront, the full amount or a significant part of
any such assessment, though any such payment would not constitute an admission by us that we owe the taxes. French authorities may decide to also audit subsequent tax years, which could result in additional assessments.
Similarly, Italian tax authorities have initiated a process to determine whether we should be subject to additional tax obligations in Italy. While we believe that we comply with Italian tax law, Italian tax authorities may determine that we owe additional taxes, and they may also assess penalties and interest. We believe that we have been, and continue to be, in compliance with Italian tax law. In general, governments in the United States and Europe are increasingly focused on ways to increase tax revenues, which has contributed to an increase in audit activity and harsher stances taken by tax authorities. Any such additional taxes or other assessments may be in excess of our current tax provisions or may require us to modify our business practices in order to reduce our exposure to additional taxes going forward, any of which could have a material adverse effect on our business, results of operations and financial condition.
We will be subject to increased income taxes in the event that our cash balances held outside the United States but are remitted to the United States. As of December 31, 2015, we held approximately $9.8 billion of cash, cash equivalents, short-term investments and long-term investments outside of the United States. We currently intend to use our cash held outside the United States to reinvest in our international operations. If our cash balances outside the United States continue to grow and our ability to reinvest those balances outside the United States diminishes, under U.S. GAAP we will be obligated to record additional U.S. income tax expense with respect to our unremitted international earnings. We would not make additional income tax payments unless we were to actually repatriate our international cash to the United States. If we were to repatriate our international cash to the United States, we would pay only U.S. federal alternative minimum tax and certain U.S. state income taxes in connection with such repatriation as long as we have net operating loss carryforwards available to offset our U.S. taxable income. Such use of our net operating loss carryforwards would result in us being subject to a cash income tax liability on the earnings of our U.S. businesses sooner than would otherwise have been the case.
Various legislative proposals that would reform U.S. corporate income tax laws have been proposed by President Obama's administration as well as members of the U.S. Congress, including proposals that would significantly impact how U.S. multinational corporations are taxed on international earnings. Such proposals include changes that would reduce U.S. tax deferral on certain international digital goods and services transactions, impose a minimum U.S. tax on non-U.S. earnings, impose a one-time 14% tax on previously untaxed non-U.S. earnings, limit U.S. deductions for interest expense related to un-repatriated international-source income, limit interest and royalty deductions in connection with certain related party transactions, impose restrictions on the use of hybrid arrangements, limit shifting of income through intangible property transfers, and put in place certain tax disincentives for offshoring jobs or business segments. We cannot determine whether some or all of these or other proposals will be enacted into law or what, if any, changes may be made to such proposals prior to being enacted into law. If U.S. tax laws change in a manner that increases our tax obligations, our financial position and results of operations could be adversely impacted.
Additionally, in October 2015 the Organisation for Economic Co-operation and Development ("OECD") issued "final reports" in connection with its "base erosion and profit shifting" project. The OECD, with the support of the G20, initiated this project in 2013 in response to concerns that international tax standards have not kept pace with changes in global business practices and that changes are needed to international tax laws to address situations where multinational businesses may pay little or no tax in certain jurisdictions by shifting profits away from jurisdictions where the activities creating those profits may take place. The final reports were endorsed by the G20 leaders in November 2015. The final reports propose 15 actions the OECD determined are needed to address base erosion and profit shifting, including: (a) enhancing transparency through the sharing of tax information between countries; (b) prescribing standardized country-by-country reporting our resultsand other documentation requirements aimed at identifying where profits, tax and economic activities occur; (c) preventing harmful tax practices including the use of preferential tax regimes; (d) modernizing the OECD's transfer pricing rules related to intangibles; (e) changing the definition of permanent establishment to prevent artificial avoidance of tax nexus; and (f) limiting tax base erosion through interest deductions and other financial payments. The measures also contemplate the development of a multilateral instrument to incorporate and facilitate changes to tax treaties. On January 28, 2016, the European Commission unveiled a new package of proposals aimed at providing a framework for fairer taxation and to provide a coordinated European Union response to combating corporate tax avoidance. Key features of the proposals include: legally-binding measures to block the most common methods used by companies to avoid paying taxes; a recommendation to member states on how to prevent tax treaty abuse; a proposal for member states to share tax-related information on multinational businesses operating in U.S. Dollars. As a result, we face exposurethe European Union; and actions to adverse movementspromote good tax governance internationally. We expect many countries to change their tax laws in currency exchange ratesresponse to this project, and several countries have already changed or proposed changes to their tax laws in response to the final reports. Any changes to international tax laws, including new definitions of permanent establishment or changes affecting the benefits of preferential tax regimes such as the financial resultsDutch "Innovation Box Tax" (discussed below), could impact the tax treatment of our foreign earnings and adversely impact our effective tax rate. Further, changes to tax laws and additional reporting requirements could increase the complexity, burden and cost of compliance. Due to the large and
expanding scale of our international business are translated from local currency (principally the Euro and the British Pound Sterling) into U.S. Dollars upon consolidation. For example, a strengthening of the Euro increases our Euro-denominated net assets, gross bookings, gross profit, operating expenses, and net income as expressedactivities, any changes in U.S. Dollars, while a weakeningor international taxation of our activities may increase our worldwide effective tax rate, increase the Euro decreases our Euro-denominated net assets, gross bookings, gross profit, operating expenses,complexity and net income as expressed in U.S. Dollars. Additionally, foreign exchange rate fluctuations on transactions denominated in currencies other than the functional currency result in gainscosts associated with tax compliance (especially if changes are implemented or interpreted inconsistently across tax jurisdictions) and losses that are reflected inadversely affect our financial statements. Greece, Ireland, Portugalposition and certain other European Union countries with high levelsresults of sovereign debt have had difficulty refinancing their debt. Concern around devaluation or abandonment of the Euro common currency, or that sovereign default risk may become more widespreadoperations.
We are also subject to non-income based taxes, such as value-added, payroll, sales, use, net worth, property and could includegoods and services taxes, in the United States has led to significant volatilityand various international jurisdictions, as well as the potential for travel transaction taxes in the exchangeUnited States as discussed below and in Note 15 to our Consolidated Financial Statements. For example, in July 2012 and December 2013, the Dutch Government enacted certain amendments to Dutch tax law including one-time levies on an employer applied to employee earnings, equal to 16% of an employee's earnings in excess of 150,000 Euros. These irrevocable levies resulted in additional payroll taxes of approximately $12 million (approximately $9 million after tax) in the fourth quarter of 2013 and approximately $14 million (approximately $10 million after tax) principally recorded in the third quarter of 2012. From time to time, we are under audit by tax authorities with respect to these non-income based taxes and may have exposure to additional non-income based tax liabilities.
We may not be able to maintain our "Innovation Box Tax" benefit.
The Netherlands corporate income tax law provides that income generated from qualifying innovative activities is taxed at the rate betweenof 5% ("Innovation Box Tax") rather than the Euro,Dutch statutory rate of 25%. A portion of Booking.com's earnings currently qualifies for Innovation Box Tax treatment. In the U.S. Dollaryear ended December 31, 2015, the Innovation Box Tax benefit reduced our consolidated income tax expense by approximately $260 million.
In order to be eligible for Innovation Box Tax treatment, Booking.com must, among other things, apply for and obtain a research and development ("R&D") certificate from a Dutch governmental agency every six months confirming that the activities that Booking.com intends to be engaged in over the subsequent six month period are "innovative." The R&D certificate is current but should Booking.com fail to secure such a certificate in any future period - for example, because the governmental agency does not view Booking.com's new or anticipated activities as innovative - or should this agency determine that the activities contemplated to be performed in a prior period were not performed as contemplated or did not comply with the agency's requirements, Booking.com may lose its certificate and, as a result, the Innovation Box Tax benefit may be reduced or eliminated. Booking.com intends to apply for continued Innovation Box Tax treatment for future periods. However, Booking.com's application may not be accepted, or, if accepted, the amount of qualifying earnings may be reduced.
In addition, tax laws may change resulting in a reduction or elimination of the tax benefit. As discussed above, the OECD's action plan involves, in part, evaluation of tax regimes such as the Innovation Box Tax. The European Union Council of Economics and Finance Ministers ("ECOFIN") has endorsed changes to limit member states' existing innovation and patent box tax regimes providing benefits related to profits derived from intangible assets such as intellectual property. The OECD's October 2015 final reports recommend that intellectual property qualifying for such tax regimes generally be limited to patents and other currencies. Sovereign debt issues inintellectual property assets that are functionally equivalent to patents (such as copyrighted software) if those other assets are both legally protected and subject to similar approval and registration processes as apply to patents. We expect the European Union could lead to further significant, and potentially longer-term, devaluationendorse the OECD's approach, which would require the new approach to be fully implemented in member states no later than July 2021. The Netherlands has already announced its intention to propose related legislative changes to the Innovation Box Tax regime by September 2016 to be effective January 1, 2017, though we expect such legislative changes will include transition rules. To the extent Booking.com's intellectual property developed by its innovative activities do not meet the requirements under any new legislation, Booking.com would eventually lose all or a portion of the Euro againstbenefit of the U.S. Dollar, whichInnovation Box Tax.
While we expect Booking.com to continue to qualify for Innovation Box Tax treatment with respect to a portion of its earnings for the foreseeable future, the loss of the Innovation Box Tax benefit (or any material portion thereof), whether due to a change in tax law or a determination by the Dutch government that Booking.com's activities are not "innovative" or for any other reason, would substantially increase our effective tax rate and adversely impact our Euro-denominatedresults of operations.
Our financial results will likely be materially impacted by payment of income taxes in the future.
Until our U.S. net assets, gross bookings,operating loss carryforwards are utilized or expire, we do not expect to make tax payments on most of our U.S. income, except for U.S. federal alternative minimum tax and state income taxes. However, we expect to pay international taxes on our international income other than in countries where we have operating loss carryforwards. We expect that our international business will continue to generate most of our revenues operating expenses, and netprofits and will continue to grow pretax income as expressedat a higher rate than our U.S. business and, therefore, we expect that our tax payments will continue to increase. Any increase in U.S. Dollars.our effective tax rate would have an adverse effect on our results of operations.
Adverse application of U.S. state and local tax laws could have an adverse effect on our business and results of operations.
A number of jurisdictions in the United States have initiated lawsuits against online travel companies, including us, related to, among other things, the payment of travel transaction taxes (e.g., hotel occupancy taxes, excise taxes, sales taxes, etc.). In addition, a number of U.S. states, counties and municipalities have initiated audit proceedings, issued proposed tax assessments or started inquiries relating to the payment of travel transaction taxes. Additional state and local jurisdictions may assert that we are subject to, among other things, travel transaction taxes and could seek to collect such taxes, either retroactively or prospectively, or both.
In connection with some travel transaction tax audits and assessments, we may be required to pay any assessed taxes, which amounts may be substantial, prior to being allowed to contest the assessments and the applicability of the laws in judicial proceedings. This requirement is commonly referred to as "pay to play" or "pay first." Payment of these amounts, if any, is not an admission that we believe that we are subject to such taxes and, even if we make such payments, we intend to continue to assert our position that we should not be subject to such taxes.
Litigation is subject to uncertainty and there could be adverse developments in these pending or future cases and proceedings. Adverse tax decisions could have a material adverse effect on our business, margins and results of operations. An unfavorable outcome or settlement of pending litigation may encourage the commencement of additional litigation, audit proceedings or other regulatory inquiries. In addition, an unfavorable outcome or settlement of these actions or proceedings could result in substantial liabilities for past and/or future bookings, including, among other things, interest, penalties, punitive damages and/or attorneys' fees and costs.
In many of the judicial and other proceedings initiated to date, the taxing jurisdictions seek not only historical taxes that are claimed to be owed on our gross profit, but also, among other things, interest, penalties, punitive damages and/or attorneys' fees and costs. Therefore, any liability associated with travel transaction tax matters is not constrained to our liability for tax owed, but may also include, among other things, penalties, interest and attorneys' fees. To date, the majority of the taxing jurisdictions in which we facilitate travel reservations have not asserted that taxes are due and payable on our travel services. With respect to taxing jurisdictions that have not initiated proceedings to date, it is possible that they will do so in the future or that they will seek to amend their tax statutes and seek to collect taxes from us only on a prospective basis.
We are dependent on providers of accommodations, rental cars and airline tickets and on restaurants.
We rely on providers of accommodations, rental cars and airline tickets and on restaurants to make their services available to consumers through us. Our arrangements with travel service providers generally do not require them to make available any specific quantity of accommodation reservations, rental cars or airline tickets, or to make accommodation reservations, rental cars or airline tickets available in any geographic area, for any particular route or at any particular price. Similarly, our arrangements with restaurants generally do not require them to provide all of their available tables and reservations to customers through us. During the course of our business, we are in continuous dialogue with our major travel service providers about the nature and extent of their participation in our services. A significant reduction on the part of any of our major travel service providers or providers that are particularly popular with consumers in their participation in our services for a sustained period of time or their complete withdrawal could have a material adverse effect on our business, market share and results of operations. To the extent any of those major or popular travel service providers ceased to participate in our services in favor of one of our competitors' systems or decided to require consumers to purchase services directly from them, our business, market share and results of operations could be harmed. Further, as consolidation among travel service providers increases, the potential adverse effect of a decision by any particular significant travel service provider (such as a large hotel chain, airline or rental car company) to withdraw from or reduce its participation in our services also increases. To the extent restaurants limit the availability of reservations through OpenTable, consumers may not continue to use our services and/or our revenues could be adversely affected, especially if reservations during highly desirable times on high volume days are not made available through us.
Further, KAYAK, a meta-search service, depends on access to information related to travel service pricing, schedules, availability and other related information from OTCs and travel service providers to attract consumers. To obtain this information, KAYAK maintains relationships with travel service providers and OTCs. Many of KAYAK's agreements with travel service providers and OTCs are short-term agreements that may be terminated on 30 days' notice. To the extent OTCs or travel service providers no longer provide such information to KAYAK, KAYAK's ability to provide comprehensive travel service information to consumers could be diminished and its brand, business and results of operations could be harmed. To the extent consumers do not view KAYAK as a reliable source of comprehensive travel service information, fewer consumers would likely visit its websites, which would also likely have a negative impact on KAYAK's advertising revenue and results of operations. In addition, if travel service providers or OTCs choose not to advertise with KAYAK or choose to reduce or
eliminate the fees paid to KAYAK for referrals from query results, KAYAK's business and results of operations could be adversely affected.
We rely on the performance of highly skilled personnelpersonnel; and, if we are unable to retain or motivate key personnel or hire, retain and motivate qualified personnel, our business would be harmed.
Our performance is largely dependent on the talents and efforts of highly skilled individuals. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly skilled personnel for all areas of our organization. In particular, the contributions of certain key senior management in the United States, Europe and Asia are critical to the overall management of our business. We may not be able to retain the services of any members of our senior management or other key employees, the loss of whom could harm our business.business and competitive position.
In addition, competition for well-qualified employees in all aspects of our business, including software engineers, mobile communication talent and other technology professionals, is intense both in the United States and abroad. Our international success in particular has led to increased efforts by our competitors and others to hire our international employees. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate existing employees. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business, competitive position and results of operations would be adversely affected. We do not maintain any key person life insurance policies.
Our processing, storage, useAs the size of our business grows, we may become increasingly subject to the scrutiny of anti-trust and disclosurecompetition regulators.
Certain business practices common to the online travel industry have become the subject of personal data exposes usinvestigations by various national competition authorities ("NCAs"), particularly in Europe. Investigations related to risksBooking.com's contractual parity arrangements with accommodation providers, sometimes also referred to as "most favored nation" or "MFN" provisions, were initiated by NCAs in France, Germany, Italy, Austria, Sweden, Ireland and Switzerland, and a number of internalother NCAs are also looking, or external security breacheshave looked, at these issues. The investigations primarily relate to whether Booking.com's price parity provisions are anti-competitive because they require accommodation providers to provide Booking.com with room rates that are at least as low as those offered to other OTCs or through the accommodation provider's website.
On April 21, 2015, the French, Italian and could give riseSwedish NCAs, working in close cooperation with the European Commission, announced that they had accepted "commitments" offered by Booking.com to liabilities.
resolve and close the investigations in France, Italy and Sweden. Under the commitments, Booking.com replaced its existing price parity agreements with accommodation providers with "narrow" price parity agreements. Under a "narrow" price parity agreement, subject to certain exceptions, an accommodation provider is still required to offer the same or better rates on Booking.com as it offers to a consumer directly online, but it is no longer required to offer the same or better rates on Booking.com as it offers to other OTCs. The securitycommitments also allow an accommodation provider to, among other things, offer different terms and conditions (e.g., free WiFi) and availability to consumers that book with on-line travel companies that offer lower rates of data when engaging in electronic commerce is essential to maintaining customer and travel service provider confidence in our services. Any security breach whether instigated internally or externally on our systemcommission or other Internet based systemsbenefits, offer lower rates to consumers that book through off-line channels and continue to discount through, among other things, accommodation loyalty programs, as long as those rates are not published or marketed online. The commitments apply to accommodations in France, Italy and Sweden and were effective on July 1, 2015. The foregoing description is a summary only and is qualified in its entirety by reference to the commitments published by the NCAs on April 21, 2015.
We are in ongoing discussions with various NCAs in other countries regarding their concerns. On July 1, 2015, Booking.com voluntarily implemented the commitments given to the French, Italian and Swedish NCAs throughout the European Economic Area and Switzerland and is working with certain other European NCAs towards closing their investigations or inquiries. In October 2015 the Irish NCA closed its investigation on the basis of commitments by Booking.com identical to those given to the French, Italian and Swedish NCAs. In November 2015 the Swiss NCA closed its investigation, prohibiting any reintroduction of Booking.com's old "wide" parity agreements but permitting Booking.com to retain its existing "narrow" parity agreements with accommodations in Switzerland. A number of additional NCAs in the European Economic Area have now closed their investigations following Booking.com's implementation of the commitments in their jurisdictions. However, we are currently unable to predict the impact the implementation of these commitments throughout the European Economic Area and Switzerland will have on Booking.com's business or on the on-going investigations in other European countries, or on industry practice more generally. On December 23, 2015, the German NCA issued a final decision prohibiting Booking.com's "narrow" price parity agreements with accommodations in Germany. The German NCA did not issue a fine, but has reserved its position regarding an order for disgorgement of profits. Booking.com announced that it intends to appeal the German NCA's decision. An Italian hotel association has appealed the Italian NCA's decision to accept the commitments by Booking.com. We are unable to predict how these appeals and the remaining
investigations in other countries will ultimately be resolved. Possible outcomes include requiring Booking.com to amend or remove its rate parity clause from its contracts with accommodation providers in those jurisdictions and/or the imposition of fines.
In August 2015, French legislation known as the "Macron Law" became effective. Among other things, the Macron Law makes price parity agreements illegal, including the "narrow" price parity agreements agreed to by the French NCA in April 2015. The law also requires that agreements between OTCs and hotels comply with a French agency contract form. Similar legislation prohibiting "narrow" price parity agreements has been proposed in Italy and currently is awaiting action by the Italian Senate. It is not yet clear how the Macron Law or the proposed Italian legislation may affect our business in the long term in France and Italy, respectively.
To the extent that regulatory authorities impose fines on us or require changes to our business practices or to those currently common to the industry, our business, competitive position and results of operations could significantly harmbe materially and adversely affected. Negative publicity regarding competition investigations could adversely affect our reputationbrands and therefore our business, brand, market share and results of operations. We currently require customers who use certain of our services to guarantee their offers with their credit card, either online or, in some instances, through our toll-free telephone service. It is possible that computer circumvention capabilities, new discoveries or advances or other developments, including our own acts or omissions, could result in a compromise or breach of customer transaction data.
Our existing security measures may not be successful in preventing security breaches or attacks. A party (whether internal, external, an affiliate or unrelated third party) that is able to circumvent our security systems could steal customer information or transaction data, proprietary information or cause significant interruptions in our operations. For instance, from time to time, we have experienced “denial-of-service” type attacks on our systems that have made portions of our websites slow or unavailable for periods of time. In addition, in 2012, several major companies, including Zappos, Apple, AOL, LinkedIn, Google, and Yahoo! experienced high-profile security breaches that exposed their users' personal information. We expend significant resources to protect against security breaches, and we may need to increase our security related expenditures to maintain or increase our systems' security or to address problems caused and liabilities incurred by breaches. Reductions in website availability and response time could cause loss of substantial business volumes duringFurther, the occurrence of any such security breach or attack on our systems. These issues are likely to become more difficult to manage as we expand the number of places where we operate and as the tools and techniques used in such attacks become more advanced. Security breaches could result in negative publicity, damage our reputation, expose us to risk of loss or litigation and possible liability and subject us to regulatory penalties and sanctions. Security breaches could also cause customers and potential customers to lose confidence in our security and choose to use the services of our competitors, which would have a negative effect on the value of our brand, our market share and our results of operations. Our insurance policies carry low coverage limits, and would likely not be adequate to reimburse us for losses caused by security breaches.
We also face risks associated with security breaches affecting third parties conducting business over the Internet. Consumers generally are concerned with security and privacy on the Internet, and any publicized security problems could inhibit the growth of the Internet and consumers' willingness to provide private information or effect commercial transactions on the Internet and, therefore, our services. Additionally, security breaches at third parties such as travel service provider or distributor systems upon which we rely could result in negative publicity, damage our reputation, expose us to risk of loss or litigation and possible liability and subject us to regulatory penalties and sanctions. Some of our business is conducted with third party marketing affiliates, which may generate travel reservations through our infrastructure or through other systems. A security breach at such a third party could be perceived by consumers as a security breach of our systems and could result in negative publicity, damage our reputation, expose us to risk of loss or litigation and possible liability and subject us to regulatory penalties and sanctions. In addition, such third parties may not comply with applicable disclosure requirements, which could expose us to liability.
In our processing of travel transactions, we receive and store a large volume of personally identifiable data. This data is increasingly subject to legislation and regulations in numerous jurisdictions around the world, including the Commission of the European Union through its Data Protection Directive and variations of that directive in the member states of the European Union. This government action is typically intended to protect the privacy of personal data that is collected, processed and
transmitted in or from the governing jurisdiction. In many cases, these laws apply not only to third-party transactions, but also to transfers of information between us and our subsidiaries. These laws continue to develop and may be inconsistent from jurisdiction to jurisdiction. Non-compliance with these laws could result in penalties or significant legal liability. We could be adversely affected if legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business, results of operations and financial condition.
We may have exposure to additional tax liabilities.
As an international business providing travel reservation services around the world, we are subject to income taxes and non-income based taxes in both the United States and various foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes and other tax liabilities. Although we believe that our tax estimates are reasonable, the final determination of tax audits or tax disputes may be different from what is reflected in our historical income tax provisions and accruals. The U.S. Internal Revenue Service initiated an audit of our 2009 and 2010 federal income tax returns for the first time in the third quarter of 2011. We reached an agreement with the IRS in June 2012 which covered all tax periods through December 31, 2010 and had no impact on our financial condition, results of operations or cash flows. To date, we have been audited in several taxing jurisdictions with no significant impact on our financial condition, results of operations or cash flows. If future audits find that additional taxes are due, we may be subject to incremental tax liabilities, possibly including interest and penalties, which could have a material adverse effect on our cash flows, financial condition and results of operations. For example, French authorities have initiated a process to determine whether we should be subject to additional tax obligations in France. It is our understanding that several large companies, including Google and Microsoft, are involved in similar investigations in France. While we believe that we comply with French tax law, French tax authorities may determine that we owe additional taxes, and may also assess penalties and interest. In general, governments in the United States and Europe are increasingly focused on ways to increase revenues, which has contributed to an increase in audit activity and harsher stances taken by tax authorities. Any such additional taxes or other assessments may be in excess of our current tax provisions or may require us to modify our business practices in order to reduce our exposure to additional taxes in France going forward, any of which could have a material adverse effect on our business, results of operations and financial condition.
We will be subject to increased income taxes in the event that our foreign cash balances are remitted to the United States. As of December 31, 2012, we held approximately $3.1 billion of cash and short-term investments outside of the United States. To date, we have used our foreign cash to reinvest in our foreign operations. It is our current intention to reinvest our foreign cash in our foreign operations. If our foreign cash balances continue to grow and our ability to reinvest those balances diminishes, it will become increasingly likely that we will repatriate some of our foreign cash balances to the United States. In such event, we would likely be subject to additional income tax expense in the United States with respect to our unremitted foreign earnings. We would not incur additional income tax payments unless we were to actually repatriate our international cash balances to the United States. We would only incur federal alternative minimum tax and certain state income taxes as long as we have net operating loss carryforwards available to offset our U.S. taxable income. Additionally, if we were to repatriate foreign cash to the United States, it would use a portion of our domestic net operating loss carryforwards which could result in us being subject to income taxes on the earnings of our domestic business sooner than would otherwise have been the case.
In addition, U.S. President Barack Obama's Administration has proposed significant changes to the U.S. international tax laws that include limiting U.S. deductions for interest expense related to un-repatriated foreign-source income and putting in place an "offshoring tax" that would set a minimum tax on offshore earnings. We cannot determine whether all of these proposals will be enacted into law or what, if any, changes may be made to such proposals prior to being enacted into law. If the U.S. tax laws change in a manner that increases our tax obligation, our results of operations could be adversely impacted.
We are also subject to non-income based taxes, such as value-added, payroll, sales, use, net worth, property and goods and services taxes, in both the United States and various foreign jurisdictions, as well as the potential for hotel occupancy and other related taxes in the United States as discussed below. From time to time, we are under audit by tax authorities with respect to these non-income based taxes and may have exposure to additional non-income based tax liabilities.
Adverse application of state and local tax laws could have an adverse effect on our business and results of operations.
A number of jurisdictions in the United States have initiated lawsuits against online travel companies, including us, related to, among other things, the payment of hotel occupancy and other related taxes (e.g., state and local sales tax and general excise tax). In addition, a number of U.S. states, counties and municipalities have initiated audit proceedings, issued proposed tax assessments or started inquiries relating to the payment of hotel occupancy and other related taxes. See Note 16 to the Consolidated Financial Statements for a description of these pending cases and proceedings. Additional state and local jurisdictions are likely to assert that we are subject to, among other things, hotel occupancy and other related taxes and could seek to collect such taxes, either retroactively or prospectively, or both.
In connection with some hotel occupancy tax audits and assessments, we may be required to pay any assessed taxes, which amounts may be substantial, prior to being allowed to contest the assessments and the applicability of the laws in judicial proceedings. This requirement is commonly referred to as “pay to play” or “pay first.” Payment of these amounts, if any, is not an admission that we believe that we are subject to such taxes and, even if we make such payments, we intend to continue to vigorously assert our position that we should not be subject to such taxes.
Litigation is subject to uncertainty and there could be adverse developments in these pending or future cases and proceedings. For example, in September 2012, the Superior Court in the District of Columbia granted a summary judgment in favor of the city and against online travel companies. As a result, we are required to remit sales tax on our margin and we increased our accrual for hotel occupancy and other related taxes, with a corresponding charge to cost of revenues, by approximately $4.8 million (including estimated interest and penalties) in September 2012. Similarly, in January 2013, the Tax Appeal Court for the State of Hawaii held that online travel companies, including us, are liable for the State's general excise tax on the full amount the online travel company collects from the customer for a hotel reservation, without any offset for amounts passed through to the hotel. As a result, we increased our accrual for hotel occupancy and other related taxes, with a corresponding charge to cost of revenues, by approximately $16.5 million (including estimated interest and penalties) in December 2012. We intend to appeal this decision, and we may be required to pay all or some of that amount prior to proceeding with the appeal. These decisionsMacron Law and any similar decisions inlegislation enacted by other jurisdictions could have a material adverse effect on our business, marginscountries, and results of operations. An unfavorable outcome or settlement of pending litigation may encourage the commencement of additional litigation, audit proceedings or other regulatory inquiries. In addition, an unfavorable outcome or settlement of these actions or proceedings could result in substantial liabilities for past and/or future bookings, including, among other things, interest, penalties, punitive damages and/or attorney fees and costs. There have been, and will continuedecision by the German NCA to be, substantial ongoing costs, which may include “pay first” payments, associated with defending our position in pending and any future cases or proceedings. An adverse outcome in one or more of these unresolved proceedingsprohibit "narrow" price parity agreements, could have a material adverse effect on our business and results of operations and could be material to our results of operations, or cash flows in any given operating period.particular if consumers use our services to shop for accommodation reservations but make their reservations directly with an accommodation provider.
To the extent that any tax authority succeeds in asserting that we have a tax collection responsibility, or we determine that we have such a responsibility, with respect to future transactions,
In addition, as our business grows, we may collectincreasingly become the target of competition investigations or be limited by anti-trust or competition laws. For example, our size and market share may negatively affect our ability to obtain regulatory approval of proposed acquisitions, our ability to expand into complementary businesses or our latitude in dealing with travel service providers (such as by limiting our ability to provide discounts, rebates or incentives or to exercise contractual rights), any such additional tax obligation fromof which could adversely affect our customers,business, results of operations or ability to grow and compete.
Regulatory and legal requirements and uncertainties could harm our business.
The services we offer are subject to legal regulations (including laws, ordinances, rules and other requirements and regulations) of national and local governments and regulatory authorities around the world, many of which would haveare evolving and subject to the effectpossibility of increasing the cost of hotel reservationsnew or revised interpretations. Our ability to our customers and, consequently, could make our hotel reservation service less competitive (i.e., versus the websites of other OTCs or hotel company websites) and reduce hotel reservation transactions; alternatively, we could choose to reduce the compensation forprovide our services on merchant hotel transactions. Either actionis and will continue to be affected by such regulations. For example, laws and proposed legislation relating to data localization in some countries could adversely affect our ability to conduct business in those countries. The implementation of unfavorable regulations or unfavorable interpretations of existing regulations by judicial or regulatory bodies could require us to incur significant compliance costs, cause the development of the affected markets to become impractical and otherwise have a material adverse effect on our business and results of operations.
Compliance with the laws and regulations of multiple jurisdictions increases our cost of doing business. These laws and regulations, which vary and sometimes conflict, include the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and local laws which also prohibit corrupt payments to governmental officials or third parties, data privacy requirements, labor relations laws, tax laws, anti-trust or competition laws, U.S., E.U. or U.N. sanctioned country or sanctioned persons mandates, and consumer protection laws. Violations of these laws and regulations could result in fines and/or criminal sanctions against us, our officers or our employees and/or prohibitions on the conduct of our business. Any such violations could result in prohibitions on our ability to offer our services in one or more countries, could delay or prevent potential acquisitions, and could also materially damage our reputation, our brands, our international expansion efforts, our ability to attract and retain employees, our business and our operating results. Even if we comply with these laws and regulations, doing business in certain jurisdictions could harm our reputation and brands, which could adversely affect our results of operations or stock price. In addition, these restrictions may provide a competitive advantage to our competitors unless they are also subject to comparable restrictions. Our success depends, in part, on our ability to anticipate these risks and manage these difficulties. We are also subject to a variety of other regulatory and legal risks and challenges in managing an organization operating in various countries, including those related to:
regulatory changes or other government actions;
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;
our ability to repatriate funds held by our international subsidiaries to the United States at favorable tax rates;
difficulties in transferring funds from or converting currencies in certain countries; and
reduced protection for intellectual property rights in some countries.
Our business has grown substantially over the last several years and continues to expand into new geographic locations. In addition, we have made efforts and expect to make further efforts to integrate access to travel services across our various brands. These changes add complexity to legal and tax compliance, and our increased size and operating history may increase the likelihood that we will be subject to audits by tax authorities in various jurisdictions.
We face increased risks as the level of our debt increases.
We have a substantial amount of outstanding indebtedness and we may incur substantial additional indebtedness in the future, including through public or private offerings of debt securities. Our outstanding indebtedness and any additional indebtedness we incur may have significant consequences, which could include:
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;
increased vulnerability to downturns in our business, to competitive pressures and to adverse changes in general economic and industry conditions;
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
decreased flexibility when planning for or reacting to changes in our business and industry.
Our ability to make payments of principal of and interest on our indebtedness depends upon our future performance, which will be subject to general economic conditions, industry cycles and financial, business and other factors affecting our consolidated results of operations and financial condition, many of which are beyond our control. Further, we may not have access to equity or debt markets or other sources of financing, or such financing may not be available to us on commercially reasonable terms, to repay or refinance our debt as it comes due or, in the judicial and other proceedings initiatedcase of our convertible notes, upon conversion. If we are unable to date,generate sufficient cash flow from our U.S. operations in the taxing jurisdictions seek not only historical taxes that are claimedfuture to service our debt, we may be owed on our gross profit, but also,required to, among other things, interest, penalties, punitive damages and/or attorney fees and costs. Therefore, any liability associated with hotel occupancyrepatriate funds to the United States at substantial tax matterscost.
"Cookie" laws could negatively impact the way we do business.
A "cookie" is not constraineda text file that is stored on a user's web browser by a website. Cookies are common tools used by thousands of websites, including ours, to, our liability for tax owed on our historical gross profit, but may also include, among other things, penalties, intereststore or gather information (e.g., remember log-on details so a user does not have to re-enter them when revisiting a website), market to consumers and attorneys' fees.enhance the user experience on a website. Cookies are valuable tools for websites like ours to improve the customer experience and increase conversion on their websites.
The European Union's ePrivacy Directive requires member countries to adopt regulations governing the use of "cookies" by websites servicing consumers in the European Union. For example, on June 5, 2012, an amendment to the Dutch Telecommunications Act became effective. The amended act requires websites, including Booking.com, to provide Dutch users with clear and comprehensive information about the storage and use of certain cookies and obtain prior consent from the user before placing certain cookies on a user's web browser. To date, the majority ofextent any such regulations require "opt-in" consent before certain cookies can be placed on a user's web browser, our ability, in particular Booking.com's ability, to serve certain customers in the taxing jurisdictions in whichmanner we facilitate hotel reservations have not asserted that taxes are duecurrently do might be adversely affected and payableour ability to continue to improve and optimize performance on our U.S. merchant hotel business. With respect to taxing jurisdictions thatwebsites might be impaired, either of which could negatively affect a consumer's experience using our services. As a result, these regulations could have not initiated proceedings to date, it is possible that they will do so in the future or that they will seek to amend their tax statutesa material adverse effect on our business, market share and seek to collect taxes from us only on a prospective basis.results of operations.
Our stock price is highly volatile.
The market price of our common stock is highly volatile and is likely to continue to be subject to wide fluctuations in response to factors such as the following, some of which are beyond our control:
operating results that vary from the expectations of securities analysts and investors;
quarterly variations in our operating results;
changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;
worldwide economic conditions in general and in Europe in particular;
fluctuations in currency exchange rates, particularly between the U.S. Dollar and the Euro;
announcements of technological innovations or new services by us or our competitors;
changes in our capital structure;
changes in market valuations of other Internet or online service companies;
announcements by us or our competitors of price reductions, promotions, significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
loss of a major travel service provider participant, such as a hotel chain, rental car company or airline, from our services;
changes in the status of our intellectual property rights;
lack of success in the expansion of our business modelmodels geographically;
announcements by third parties of significant claims or initiation of litigation proceedings against us or adverse developments in pending proceedings;
occurrences of a significant security breach;
additions or departures of key personnel; and
trading volume fluctuations.
Sales of a substantial number of shares of our common stock, including through the conversion of our convertible notes, could adversely affect the market price of our common stock by introducing a large number of sellers to the market. Given the volatility that exists for our shares, such sales could cause the market price of our common stock to decline significantly. In addition, fluctuations in our stock price and our price-to-earnings multiple may have made our stock attractive to momentum, hedge or day-trading investors who often shift funds into and out of stocks rapidly, exacerbating price fluctuations in either direction, particularly when viewed on a quarterly basis.
The trading prices of Internet company stocks in general, including ours, have experienced extreme price and volume fluctuations. To the extent that the public's perception of the prospects of Internet or e-commerce companies is negative, our stock price could decline, regardless of our results. Other broad market and industry factors may decrease the market price of our common stock, regardless of our operating performance. Market fluctuations, as well as general political and economic conditions, such as a recession, or interest rate or currency rate fluctuations, also may decreaseor a natural disaster or terrorist attack affecting a significant market for our business, such as Europe or the marketUnited States, could cause our stock price of our common stock.to decline. Negative market conditions could adversely affect our ability to raise additional capital or the value of our stock for purposes of acquiring other companies or businesses.
We have, in the past, been a defendant in securities class action litigation. Securities class action litigation has often been brought against a company following periods of volatility in the market price of its securities. To the extent our stock price declines or is volatile, we may in the future be the target of additional litigation. This additional litigation could result in substantial costs and divert management's attention and resources, either of which could adversely affect our business, financial condition and results of operations.
We may not be able to maintain our “Innovation Box Tax” benefit.
Effective January 1, 2010, the Netherlands modified its corporate income tax law related to income generated from qualifying “innovative” activities (the “Innovation Box Tax”). Earnings that qualify for the Innovation Box Tax are taxed at the rate of 5% rather than the Dutch statutory rate of 25%. Booking.com obtained a ruling from the Dutch tax authorities in February 2011 confirming that a portion of its earnings (“qualifying earnings”) is eligible for Innovation Box Tax treatment. The ruling from the Dutch tax authorities is valid from January 1, 2010 through December 31, 2014, which includes a one year extension granted by the Dutch tax authorities in August 2012.
In order to be eligible for Innovation Box Tax treatment, Booking.com must, among other things, apply for and obtain a research and development (“R&D”) certificate from a Dutch governmental agency every six months confirming that the activities that Booking.com intends to be engaged in over the subsequent six month period are “innovative.” The R&D certificate is current but should Booking.com fail to secure such a certificate in any future period - for example, because the governmental agency does not view Booking.com's new or anticipated activities as innovative - or should this agency determine that the activities contemplated to be performed in a prior period were not performed as contemplated or did not
comply with the agency's requirements, Booking.com may lose its certificate and, as a result, the Innovation Box Tax benefit may be reduced or eliminated.
Booking.com intends to apply for continued Innovation Box Tax treatment for future periods. However, Booking.com's application may not be accepted, or, if accepted, the amount of qualifying earnings may be reduced or the applicable tax rate on qualifying earnings may be higher than the current rate. In addition, the tax law may change resulting in a reduction or elimination of the tax benefit. The loss of the Innovation Box Tax benefit would increase our effective tax rate and adversely impact our results of operations.
We are dependent on providers of hotel rooms, rental cars and airline tickets.
We rely on providers of hotel rooms, rental cars and airline tickets to make their services available to our customers through us. Our arrangements with the hotel, rental car and airline providers generally do not require them to make available any specific quantity of hotel room reservations, rental cars or airline tickets, or to make hotel room reservations, rental cars or airline tickets available for any particular route, in any geographic area or at any particular price. During the course of our business, we are in continuous dialogue with our major providers about the nature and extent of their participation in our system. A significant reduction on the part of any of our major travel service providers or providers that are particularly popular with customers of their participation in our system for a sustained period of time or their complete withdrawal could have a material adverse effect on our business, market share and results of operations. To the extent any of those major or popular travel service providers ceased to participate in our system in favor of one of our competitors' systems or decided to require consumers to purchase services directly from them, our business, market share and results of operations could be harmed.
Our business could be negatively affected by changes in search engine algorithms and dynamics or traffic-generating arrangements.
We utilize Internet search engines and other travel demand aggregation websites, principally through the purchase of travel-related keywords, to generate traffic to our websites. In particular, we rely to a significant extent upon Google to generate business and, to a much lesser extent, other search engines and other travel demand aggregation websites. Search engines such as Google frequently update and change the logic which determines the placement and display of results of a consumer's search, such that the placement of links to our sites can be negatively affected. For example, Google launched “Hotel Finder,” a utility that allows consumers to search and compare hotel accommodations based on parameters set by the consumer and that Google has at times placed at or near the top of hotel-related search results. If Google changes its search algorithms in a manner that is competitively disadvantageous to us, whether to support its own travel related services or otherwise, our ability to generate traffic to our websites would be harmed, which in turn could have an adverse effect on our business, market share and results of operations.
A significant amount of our website traffic is directed to our websites through participation in pay-per-click advertising campaigns on Internet search engines whose pricing and operating dynamics can experience rapid change commercially, technically and competitively. In addition, we purchase website traffic from a number of sources, including some operated by our competitors, in the form of pay-per-click arrangements that can be terminated with little or no notice. If one or more of such arrangements is terminated, our business, market share and results of operations could be adversely affected.
In addition, we rely on various third party distribution channels (i.e., marketing affiliates) to distribute hotel room and rental car reservations. Should one or more of such third parties cease distribution of reservations made through us, or suffer deterioration in its search engine ranking, due to changes in search engine algorithms or otherwise, our business and results of operations could be negatively affected.
Our pending acquisition of KAYAK is subject to numerous risks and uncertainties.
Completion of our pending acquisition of KAYAK Software Corporationis subject to numerous risks and uncertainties. The acquisition is subject to conditions beyond our and KAYAK's control, including regulatory approval and approval by KAYAK's stockholders. We and KAYAK may be unable to obtain the required approvals in a timely manner or at all. If the acquisition is not completed, the price of our common stock may decline, costs related to the acquisition, such as financial advisory, legal, accounting and printing fees, must be paid and we would fail to realize any of the strategic benefits expected to result from the acquisition.
Uncertainty regarding the completion of the acquisition may cause consumers, travel service providers and advertisers to delay or defer decisions concerning KAYAK's services. Some of our competitors, such as Expedia, have commercial arrangements with KAYAK that they may decide to terminate or not renew in the event the acquisition closes out of
competitive concerns related to our ownership of KAYAK. In addition, diversion of management focus and resources from the day-to-day operation of the business to matters relating to the acquisition could have a material adverse effect on our business and/or KAYAK's business. Current and prospective KAYAK employees may experience uncertainty about their future roles with us if the acquisition is completed. This may adversely affect our ability to attract and retain key KAYAK management, sales, marketing, operations and technical personnel.
If our pending acquisition of KAYAK is completed, we will be subject to risks associated with KAYAK's business. Such risks include: continued access to information travel services provided by other OTAs and travel service providers; reduction in advertising on KAYAK's websites by competitors of ours; and KAYAK's ability to expand its offerings into international markets. Further, integration of or transition from KAYAK's business processes, controls, IT systems, employment policies and other similar policies, procedures or systems may involve significant time and resources, and could result in significant diversion of management focus and resources from the operation of our business and KAYAK's business.
System capacity constraints and system failures could harm our business.
We have experienced rapid growth in customer traffic to our websites and through our mobile apps, the number of hotels on our extranets and the geographic breadth of our operations. If our systems cannot be expanded to cope with increased demand or fail to perform, we could experience unanticipated disruptions in service, slower response times, decreased customer service and customer satisfaction and delays in the introduction of new services, any of which could impair our reputation, damage our brands and materially and adversely affect our results of operations. While we do maintain redundant systems and hosting services, it is possible that we could experience an interruption in our business, and we do not carry business interruption insurance sufficient to compensate us for all losses that may occur.
Our computer hardware for operating our services is currently located at hosting facilities around the world. These systems and operations are vulnerable to damage or interruption from human error, floods, fires, power loss, telecommunication failures and similar events. They are also subject to break-ins, sabotage, intentional acts of vandalism and similar misconduct. Despite any precautions we may take, the occurrence of any disruption of service due to any such misconduct, natural disaster or other unanticipated problems at such facilities, or the failure by such facilities to provide our required data communications capacity could result in lengthy interruptions or delays in our services. Any system failure that causes an interruption or delay in service could impair our reputation, damage our brands or result in consumers choosing to use a competitive service, any of which could have a material adverse effect on our business and results of operations.
We rely on certain third party computer systems and third party service providers, including GDSs and computerized central reservation systems of the hotel, rental car and airline industries to satisfy demand for our airline tickets and a portion of our priceline.com U.S. business hotel room reservations and car rental reservations. Any interruption in these third party services systems or deterioration in their performance could prevent us from booking related hotel room, rental car and airline reservations and have a material adverse effect on our business, our brands and our results of operations. Our agreements with some third party service providers are terminable upon short notice and often do not provide recourse for service interruptions. In the event our arrangement with any of such third parties is terminated, we may not be able to find an alternative source of systems support on a timely basis or on commercially reasonable terms and, as a result, it could have a material adverse effect on our business and results of operations.
We depend upon various third parties to process credit cards for our merchant transactions around the world. In addition, we rely on third parties to provide credit card numbers which we use as a payment mechanism for merchant hotel transactions. If any such third party were wholly or partially compromised, our cash flows could be disrupted or we may not be able to generate merchant hotel transactions (and related revenues) until such a time as a replacement process could be put in place with a different vendor.
We do not have a completely formalized or comprehensive disaster recovery plan in every geographic region in which we conduct business. In the event of certain system failures, we may not be able to switch to back-up systems immediately and the time to full recovery could be prolonged. Like many online businesses, we have experienced system failures from time to time. In addition to placing increased burdens on our engineering staff, these outages create a significant amount of user questions and complaints that need to be addressed by our customer support personnel. Any unscheduled interruption in our service could result in an immediate loss of revenues that can be substantial, increase customer service cost, harm our reputation and cause some consumers to switch to our competitors. If we experience frequent or persistent system failures, our reputation and brand could be permanently and significantly harmed. We have taken and continue to take steps to increase the reliability and redundancy of our systems. These steps are expensive, may reduce our margins and may not be successful in reducing the frequency or duration of unscheduled downtime.
We use both internally developed systems and third-party systems to operate our services, including transaction processing, order management and financial systems. If the number of consumers using our services increases substantially, or if critical third-party systems stop operating as designed, we will need to significantly expand and upgrade our technology, transaction processing systems, financial and accounting systems and other infrastructure. We may not be able to upgrade our systems and infrastructure to accommodate such conditions in a timely manner, and, depending on the third-party systems affected, our transactional, financial and accounting systems could be impacted for a meaningful amount of time before upgrade, expansion or repair.
Our financial results will likely be materially impacted by payment of income taxes in the future.
Until our domestic net operating loss carryforwards are utilized or expire, we do not expect to make tax payments on our U.S. income, except for U.S. federal alternative minimum tax and state income taxes. However, we expect to pay foreign taxes on our foreign income. We expect that our international business will continue to generate most of our revenues and profits and will continue to grow pretax income at a higher rate than our U.S. business and, therefore, we expect that our tax payments will continue to increase. Any increase in our effective tax rate would have an adverse effect on our results of operations.
We may not be able to keep up with rapid technological changes.
The markets in which we compete are characterized by rapidly changing technology, evolving industry standards, consolidation, frequent new service announcements, introductions and enhancements and changing consumer demands. We may not be able to keep up with these rapid changes. In addition, these market characteristics are heightened by the progress of technology adoption in various markets, including the continuing adoption of the Internet and online commerce in certain geographies and the emergence and growth of the use of smart phones and tablets for mobile e-commerce transactions, including through the increasing use of mobile apps. As a result, our future success will depend on our ability to adapt to rapidly changing technologies, to adapt our services to evolving industry standards and to continually innovate and improve the performance, features and reliability of our serviceservices in response to competitive service offerings and the evolving demands of the marketplace. In particular, we believe that it will be increasingly important for us to effectively offer our services through mobile applicationsapps and mobile optimized websites on smart phones and tablets. Any failure by us to successfully develop and achieve customer adoption of our mobile applicationsapps and mobile optimized websites would likely have a material and adverse effect on our growth, market share, business and results of operations. Further, to the extent mobile devices enable users to block advertising content on their devices, our advertising revenue and our ability to market our brands and acquire new customers may be negatively affected. We believe that ease-of-use, comprehensive functionality and the look and feel of our mobile apps and mobile optimized websites increasingly will be increasingly competitively critical as consumers obtain more of their travel and restaurant services through mobile devices. As a result, we intend to continue to spend significant resources maintaining, developing and enhancing our websites and mobile apps andplatforms, including our mobile optimized websites and mobile apps, and other technology. technologies.
In addition, the widespread adoption of new Internet, networking or telecommunications technologies or other technological changes could require us to incur substantial expenditures to modify or adapt our services or infrastructure to those new technologies.
Regulatory and legal requirements and uncertainties could harm our business.
The services we offer are subject to regulations (including without limitation laws, ordinances, rules and other regulations) of national and local governments and regulatory authorities around the world, many oftechnologies, which are evolving and subject to the possibility of new or revised interpretations. Our ability to provide our services is and will continue to be affected by such regulations. The implementation of unfavorable regulations or unfavorable interpretations of existing regulations by judicial or regulatory bodies could require us to incur significant compliance costs, cause the development of the affected markets to become impractical and otherwise have a material adverse effect on our business and results of operations.
Compliance with foreign and U.S. laws and regulations increases our cost of doing business in foreign jurisdictions. These laws and regulations include the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and local laws which also prohibit corrupt payments to governmental officials or third parties, data privacy requirements, labor relations laws, tax laws, antitrust or competition laws, U.S., E.U. or U.N. sanctioned country or sanctioned persons mandates, and consumer protection laws. Violations of these laws and regulations could result in fines and/or criminal sanctions against us, our officers or our employees and/or prohibitions on the conduct of our business. Any such violations could result in prohibitions on our ability to offer our services in one or more countries, could delay or prevent potential acquisitions, and could also materially damage our reputation, our brands, our international expansion efforts, our ability to attract and retain employees, our business and our operating results. Our success depends, in part, on our ability to anticipate these risks and manage these difficulties. We are also subject to a variety of other regulatory and legal risks and challenges in managing an organization operating in various countries, including those related to:
regulatory changes or other government actions;
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;
our ability to repatriate funds held by our foreign subsidiaries to the United States at favorable tax rates;
difficulties in transferring funds from or converting currencies in certain countries; and
reduced protection for intellectual property rights in some countries.
Our business has grown substantially over the last several years and continues to expand into new geographical locations. In addition, we have made efforts and expect to make further efforts to integrate access to travel services across our various brands. These changes add complexity to legal and tax compliance, and our increased size and operating history may increase the likelihood that we will be subject to audits by taxing authorities in various jurisdictions.
In July 2012, the Office of Fair Trading (the "OFT"), the competition authority in the United Kingdom, issued a “Statement of Objections” (“SO”) to Booking.com, which sets out the OFT's preliminary views on why it believes Booking.com and others in the online hotel reservation sector have allegedly breached E.U. and U.K. competition law. The SO alleges, among other things, that there are agreements or concerted practices between hotels and Booking.com and at least one other online travel company that restrict Booking.com's (and the other travel company's) ability to discount hotel room reservations, which the OFT alleges is a form of resale price maintenance. We dispute the allegations against Booking.com in the SO and intend to contest them vigorously. Booking.com runs an agency model hotel reservation platform in which hotels have complete discretion and control over setting the prices that appear on the Booking.com website. Booking.com is a facilitator of hotel room reservations; it does not take possession of or title to hotel rooms and is not a reseller of hotel rooms. Because Booking.com plays no role in price setting, does not control hotel pricing and does not resell hotel rooms, it does not believe that it engages in the conduct alleged in the SO. We will have the right to respond to the allegations in the SO in writing and orally. If the OFT chooses to maintain its objections after hearing Booking.com's responses, the OFT will issue a “Decision” which will state its case against Booking.com and others under investigation. We expect that a final infringement Decision, if any, will be issued at the earliest in the second half of 2013. We will have the opportunity, should we choose to do so, to challenge an adverse Decision by the OFT in the U.K. courts. In connection with a Decision, the OFT may impose a fine against Booking.com. We estimate that a fine could range from $0 to approximately $50 million. A fine in this amount could adversely impactaffect our cash flow, results of operations andor financial condition. In addition, the OFT may requireFor example, KAYAK generates revenues, in part, by allowing consumers to compare search results that appear in additional "pop-under" windows. Changes in browser functionality, such as changes to Booking.com's business practices, including changes to its approach to pricing andthat either block or otherwise limit the use of “Most Favored Nation” clauses in contracts with hotels. We are unable"pop-under" windows, at this time to predict the outcome of the proceedings before the OFT and, if necessary, before the U.K. courts, and thetimes has had a negative impact of changes to our business practices that may be required, if any, on our business, financial condition and results of operations. In addition, we are also unablerevenues. Any failure to predictimplement or adapt to new technologies in a timely manner or at this time the extent to which other regulatory authorities may pursue similar claims against us.
Newly enacted “cookie” lawsall could negatively impact the way we do business.
On June 5, 2012, an amendment to the Dutch Telecommunications Act became effective. One of the provisions of the amended act is a new regulation on the use of “cookies.” A “cookie” is a text file that is stored on a user's web browser by a website. Cookies are common tools used by thousands of websites, such as Booking.com, which is based in the Netherlands, and priceline.com, to, among other things, store or gather information (e.g., remember log-on details so a user does not have to re-enter them when revisiting a site) and enhance the user experience on a website. Cookies are valuable tools for websites like Booking.com and priceline.com to improve customer experience and increase conversion on their websites.
The amended act requires websites, such as Booking.com, to provide Dutch users with clear and comprehensive information about the storage and use of certain cookies and obtain prior consent from the user before placing certain cookies on a user's web browser. Consent may be accomplished by asking a user to check a box to consent to the use of the cookies before proceeding on the website (“opt-in” consent).
The amended act implements certain provisions of the European Union's ePrivacy Directive, which requires member countries to adopt regulations governing the use of “cookies” by websites servicing customers from the European Union. Compliance with the amended act, as well as any similarly restrictive “cookie” regulations that may be adopted by other European Union countries requiring “opt-in” consent before certain cookies can be placed on a user's web browser, might adversely affect our ability in particular, Booking.com's ability, to serve certain customers in the manner we currently do and impaircompete, increase our ability to continue to improve and optimize performance on our websites, which could in turn negativelycustomer acquisition costs or otherwise adversely affect a
customer's experience using our services. As a result, these regulations could have a material adverse effect on our business, and therefore adversely affect our brand, market share and results of operations.
We face risks related to our intellectual property.
We regard our intellectual property as critical to our success, and we rely on domain name, trademark, copyright and patent law, trade secret protection and confidentiality and/or license agreements with our employees, customers,travel service providers, partners and others to protect our proprietary rights. IfWe have filed various applications for protection of certain aspects of our intellectual property in the United States and other jurisdictions, and we arecurrently hold a number of issued patents in multiple jurisdictions. Further, in the future we may acquire additional patents or patent portfolios, which could require significant cash expenditures. However, we may choose not successful into patent or otherwise register some of our intellectual property and instead rely on trade secret or other means of protecting our intellectual property. We have licensed in the past, and may license in the future, certain of our proprietary rights, such as trademarks or copyrighted material, to third parties, and these licensees may take actions that diminish the value of our proprietary rights or harm our reputation. In addition, effective intellectual property it could have a material adverse effect onprotection may not be available in every country in which our business, brandsservices are made available online. We may be required to expend significant time and results of operations.resources to prevent infringement or to enforce our intellectual property rights.
While we believe that our intellectual property rights, including our issued patents and pending patent applications, help to protect our business, there can be no assurance that:
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;
our operations do not or will not infringe valid, enforceable patents of third parties;
we can successfully defend our patents against challenges by third parties;
pending patent applications will result in the issuance of patents;
competitors or potential competitors will not devise new methods of competing with us that are not covered by our patents or patent applications;
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;
new prior art will not be discovered that may diminish the value of or invalidate an issued patent; or
legislative or judicial action will not directly or indirectly affect the scope and validity of any of our patent rights.rights, including the ability to obtain and enforce so called "business method patents".
There has been recent discussion in the press regarding the examination and issuance of so called “business method” patents. As a result, the United States Patent and Trademark Office has indicated that it intends to intensify the review process applicable to such patent applications. The new proceduresIf we are not expected tosuccessful in protecting our intellectual property, it could have a directmaterial adverse effect on patents already granted. We cannot anticipate what effect, if any, the new review process will have on our pending patent applications. In addition, there has been recent discussion in various federal court proceedings regarding the patentabilitybusiness, brands and validityresults of business method patents. The U.S. Supreme Court, in Bilski v. Kappos, partially addressed the patentability of so-called business methods. We cannot anticipate what effect, if any, any new federal court decision or new legislation will have on our issued patents or pending patent applications.
We pursue the registration of our trademarks and service marks in the United States and internationally. However, effective trademark, service mark, copyright and trade secret protection may not be available in every country in which our services are made available online. We have licensed in the past, and expect to license in the future, certain of our proprietary rights, such as trademarks or copyrighted material, to third parties. These licensees may take actions that might diminish the value of our proprietary rights or harm our reputation.operations.
From time to time, in the ordinary course of our business, we have been subject to, and are currently subject to, legal proceedings and claims relating to the intellectual property rights of others, and we expect that third parties will continue to assert intellectual property claims, in particular patent claims, against us, particularly as we expand the complexity and scope of our business. For example, in February 2015, IBM sued us and certain of our subsidiaries asserting that we infringed certain IBM patents and claiming damages and injunctive relief. While we believe the suit to be without merit and intend to contest it, litigation is uncertain and we may not be successful. We endeavor to defend our intellectual property rights diligently, but intellectual property litigation is extremely expensive and time consuming, and has and is likely to continue tomay divert managerial attention and resources from our business objectives. Successful infringement claims against us could result in a significant monetary liability or prevent us from operating our business, or portions of our business. In addition, resolution of claims may require us to obtain licenses to use intellectual property rights belonging to third parties, which may be expensive to procure, or possibly to cease using those rights altogether. Any of these events could have a material adverse effect on our business, results of operations orand financial condition.
The success of our acquisition of OpenTable is subject to numerous risks and uncertainties.
OurOn July 24, 2014, we acquired OpenTable, a leading brand for booking online restaurant reservations. We believe that the online restaurant reservation business is exposedcomplementary to our online travel businesses, and that both OpenTable and our travel businesses will benefit from the addition of OpenTable to The Priceline Group. As a result of our acquisition of OpenTable, we are subject to risks associated with processing credit card transactions.
Our resultsOpenTable's business, many of which are the same risks that our other businesses face. Other risks include: OpenTable's ability to increase the number of restaurants and diners using its products and services and retain existing restaurants and diners; OpenTable's ability to expand internationally; competition both to provide reservation management services to restaurants and to attract diners to make reservations through OpenTable's websites and apps; OpenTable's ability to effectively and efficiently market to new restaurants and diners; and any risks that cause people to refrain from dining at restaurants, such as economic downturns, severe weather, outbreaks of pandemic or contagious diseases, or threats of terrorist attacks. We have been negatively impacted by purchases made using fraudulent credit cards. Becauseinvested since the acquisition and intend to continue to invest in OpenTable to accelerate its global expansion, increase the value offered to its restaurant partners and enhance the end-to-end experience for consumers across desktop and mobile devices. As expected, these investments resulted in lower OpenTable post-acquisition EBITDA compared to pre-acquisition levels. However, the time required to execute these investments has exceeded our initial expectations. Despite the delays, we act ascontinue to believe that these investments will result in significant future earnings. Future events and changing market conditions may, however, lead us to reevaluate the merchant of record in a majority of our priceline.com transactions as well as those of Agoda.comassumptions we have used to test for goodwill impairment, including key assumptions regarding OpenTable's expected growth rates and rentalcars.com, we may be held liable for accepting fraudulent credit cards on our websitesoperating margins, as well as other payment disputeskey assumptions with our customers. Additionally, we are held liable for accepting fraudulent credit cards in certain retail transactions when we do not act as merchant of record. Accordingly, we calculate and record an allowance for the resulting credit card chargebacks. If we are unablerespect to combat the use of fraudulent credit cards on our websites, our business, results of operations and financial condition could be materially adversely affected.
In addition, in the event that onematters outside of our major suppliers voluntarily or involuntarily declares bankruptcy,control, such as discount rates, currency exchange rates and market EBITDA comparables. If OpenTable’s investments, in particular its investments in its global expansion efforts, are not successful, there is a substantial likelihood that we could experience an increase in credit card chargebacks from customers with travel reservations with such supplier. For example, airlines that participate in our system and declare bankruptcy or cease operations may be unable or unwilling to honor tickets sold for their flights. Our policy in such event is to direct customers seekingwould recognize a refund or exchange to the airline, and not to provide a remedy ourselves. Because we are the merchant-of-record on sales of Name Your Own Price® airline tickets to our customers, however, we could experience a significant increase in demands for refunds or credit card chargebacks from customers,related goodwill impairment, which could materially adversely affect our results of operations and financial condition. For example, in April 2008, Aloha Airlines and ATA Airlines each ceased operations and we experienced an increase in credit card chargebacks from customers with tickets on those airlines. Agoda.com and rentalcars.com process credit card transactions and operate in numerous currencies. Credit card costs are typically higher for foreign currency transactions and in instances where cancellations occur.
We are party to legal proceedings which, if adversely decided, could materially adversely affect us.
We are a party to the legal proceedings described in Part I. Item 3. below, and Note 16 to the Consolidated Financial Statements. These actions may increase our expenses and an adverse outcome in any of such actions could have a material adverse effect on our business, results of operations and financial condition. However, we believe that adverse determinations in more of the pending proceedings than currently anticipated would not have a material impact on our liquidity due to our available cash resources.operations.
Investment in new business strategies and acquisitions could disrupt our ongoing business and present risks not originally contemplated.
We have invested, and in the future may invest, in new business strategies orand acquisitions. Such endeavors may involve significant risks and uncertainties, including distraction of management from current operations, greater than expected liabilities and expenses, inadequate return ofon capital, and unidentified issues not discovered in our investigations and evaluations of those strategies and acquisitions. We may decide to make minority investments, including through joint ventures, in which we have limited or no management or operational control. The controlling person in such a case may have business interests, strategies or goals that are inconsistent with ours, and decisions of the company or venture in which we invested may result in harm to our reputation or adversely affect the value of our investment. Further, we may issue shares of our common stock in these transactions, which could result in dilution to our stockholders.
The value of our investments could decline, which could adversely affect our financial condition and results of operations.
We maintain an investment portfolio of various holdings, types and maturities. These securities are predominantly classified as available-for-sale and, consequently, are recorded in our Consolidated Balance Sheets at fair value with unrealized gains or losses reported as a component of accumulated other comprehensive income, net of tax. Our portfolio includes fixed income securities and equity securities of publicly traded companies, the values of which are subject to market price volatility. If such investments suffer market price declines, we may recognize in earnings the decline in the fair value of our investments below their cost basis when the decline is judged to be other than temporary. We have invested a significant amount in Ctrip convertible notes and ADSs. See Note 4 to our Consolidated Balance Sheets for more information regarding our investments in Ctrip securities. The value of these securities is subject to the risks associated with Ctrip's business, as well as any changes by the Chinese government in foreign investment laws or elevated scrutiny or regulation of foreign investments in Chinese companies. For example, because of foreign ownership restrictions applicable to its business, Ctrip is a Cayman Islands company operating in China through what is commonly referred to as a variable interest entity, or VIE, structure where it conducts part of its business through contractual relationships with affiliated Chinese entities. Although VIE structures are commonly used by Chinese Internet and e-commerce companies, there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations to VIE structures, and it is possible that the PRC government may view the VIE structure as in violation of PRC law. VIE contractual relationships are not as effective in providing control over the affiliated Chinese companies as direct ownership, and Ctrip would have to rely on the PRC legal system to enforce those contracts in the event of a breach by one of these entities. Further, conflicts of interest could arise to the extent Ctrip's officers or directors are also shareholders, officers or directors of the affiliated Chinese entities. Any of these risks could materially and adversely affect Ctrip's business and therefore the value of our investment in Ctrip.
We also invest from time to time in private companies and these investments are generally accounted for under the cost method. Such investments are inherently risky in that such companies are typically at an early stage of development, may have no or limited revenues, may not be or ever become profitable, may not be able to secure additional funding or their technologies, services or products may not be successfully developed or introduced to the market. Further, our ability to liquidate any such investments is typically dependent on a liquidity event, such as a public offering or acquisition, as no public market exists for such securities. Valuations of privately-held companies are inherently complex and uncertain due to the lack of a liquid market for the company's securities. If we determine that any of our investments in such companies have experienced a decline in value, we may be required to record an other than temporary impairment.
We could lose the full amount of any of our investments, and any impairment of our investments could have a material adverse effect on our financial condition and results of operations.
Our use of "open source" software could adversely affect our ability to protect our proprietary software and subject us to possible litigation.
We use open source software in connection with our software development. From time to time, companies that use open source software have faced claims challenging the use of open source software and/or compliance with open source license terms. We could be subject to suits by parties claiming ownership of what we believe to be open source software, or claiming non-compliance with open source licensing terms. Some open source licenses require users who distribute software containing open source to make available all or part of such software, which in some circumstances could include valuable proprietary code of the user. While we monitor our use of open source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, in part because open source license terms are often ambiguous. Any requirement to disclose our proprietary source code or pay damages for breach of contract could be harmful to our business, results of operations or financial condition, and could help our competitors develop services that are similar to or better than ours.
Our business is exposed to risks associated with processing credit card transactions.
Our results have been negatively impacted by purchases made using fraudulent credit cards. Because we act as the merchant of record in many of our transactions, including a majority of our priceline.com, agoda.com and rentalcars.com transactions, we may be held liable for accepting fraudulent credit cards on our websites as well as other payment disputes with our customers. Additionally, we may be held liable for accepting fraudulent credit cards in certain retail transactions when we do not act as merchant of record. Accordingly, we calculate and record an allowance for the resulting credit card chargebacks. If we are unable to combat the use of fraudulent credit cards on our websites, our business, results of operations and financial condition could be materially adversely affected.
In addition, in the event that one of our major travel service providers voluntarily or involuntarily declares bankruptcy, we could experience an increase in credit card chargebacks from customers with travel reservations with such travel service provider. For example, airlines that participate in our services and declare bankruptcy or cease operations may be unable or unwilling to honor tickets sold for their flights. Our policy in such event is to direct customers seeking a refund or exchange to the airline, and not to provide a remedy ourselves. Because we are the merchant-of-record on sales of Name Your Own Price® and Express Deals® airline tickets to our customers, we could experience a significant increase in demands for refunds or credit card chargebacks from customers, which could materially adversely affect our results of operations and financial condition. We have in the past experienced an increase in credit card chargebacks from customers with tickets on airlines that ceased operations. Agoda.com and rentalcars.com process credit card transactions and operate in numerous currencies. Credit card costs are typically higher for foreign currency transactions and in instances where cancellations occur.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our executive, administrative,corporate headquarters and U.S. operating offices and network operations centerthe headquarters of our priceline.com business are located in approximately 70,000 square feetNorwalk, Connecticut, United States of leased office space located in Norwalk, Connecticut. We alsoAmerica, where we lease approximately 49,000 square feet of office space in Grand Rapids, Michigan. Booking.com Limited leases approximately 32,000 square feet of office space in Cambridge, England. Booking.com B.V. leases approximately 596,000 square feet of office space in Amsterdam, Netherlands and in 43 other countries in support of its international operations. Agoda.com leases approximately 102,000 square feet of office spacespace. Our Booking.com business is headquartered in Bangkok, Thailand, and in 22 other countries in support of its international operations. Rentalcars.com leasesAmsterdam, Netherlands, where we lease approximately 29,000258,000 square feet of office spacespace; our agoda.com business has significant support operations in Bangkok, Thailand, where we lease approximately 95,000 square feet of office space; our KAYAK business is headquartered in Stamford, Connecticut, United States of America, where we lease approximately 18,000 square feet of office space; our OpenTable business is headquartered in San Francisco, California, United States of America, where we lease approximately 51,000 square feet of office space; and our rentalcars.com business is headquartered in Manchester, England.England, where we lease approximately 45,000 square feet of office space. We lease additional office space to support our operations in various locations around the world, including hosting and data center facilities in the United States, the United Kingdom, Switzerland, the Netherlands, Germany, Singapore and Hong Kong and sales and support facilities in numerous locations. We do not own any real estate as of December 31, 2012.2015.
We believe that our existing facilities are adequate to meet our current requirements, and that suitable additional or substitute space will be available as needed to accommodate any further expansion of corporate operations.
Item 3. Legal Proceedings
Competition Reviews
Certain business practices common to the online travel industry have become the subject of investigations by various national competition authorities ("NCAs"), particularly in Europe. Investigations related to Booking.com's contractual parity arrangements with accommodation providers, sometimes also referred to as "most favored nation" or "MFN" provisions, were initiated by NCAs in France, Germany, Italy, Austria, Sweden, Ireland and Switzerland, and a number of other NCAs are also looking, or have looked, at these issues. The investigations primarily relate to whether Booking.com's price parity provisions are anti-competitive because they require accommodation providers to provide Booking.com with room rates that are at least as low as those offered to other online travel companies ("OTCs") or through the accommodation provider's website.
On April 21, 2015, the French, Italian and Swedish NCAs, working in close cooperation with the European Commission, announced that they had accepted "commitments" offered by Booking.com to resolve and close the investigations in France, Italy and Sweden. Under the commitments, Booking.com replaced its existing price parity agreements with accommodation providers with "narrow" price parity agreements. Under a "narrow" price parity agreement, subject to certain exceptions, an accommodation provider is still required to offer the same or better rates on Booking.com as it offers to a consumer directly online, but it is no longer required to offer the same or better rates on Booking.com as it offers to other OTCs. The commitments also allow an accommodation provider to, among other things, offer different terms and conditions (e.g., free WiFi) and availability to consumers that book with on-line travel companies that offer lower rates of commission or other benefits, offer lower rates to consumers that book through off-line channels and continue to discount through, among other things, accommodation loyalty programs, as long as those rates are not published or marketed online. The commitments apply to accommodations in France, Italy and Sweden and were effective on July 1, 2015. The foregoing description is a summary only and is qualified in its entirety by reference to the commitments published by the NCAs on April 21, 2015.
We are in ongoing discussions with various NCAs in other countries regarding their concerns. On July 1, 2015, Booking.com voluntarily implemented the commitments given to the French, Italian and Swedish NCAs throughout the European Economic Area and Switzerland and is working with certain other European NCAs towards closing their investigations or inquiries. In October 2015, the Irish NCA closed its investigation on the basis of commitments by Booking.com identical to those given to the French, Italian and Swedish NCAs. In November 2015, the Swiss NCA closed its investigation, prohibiting any reintroduction of Booking.com's old "wide" parity agreements but permitting Booking.com to retain its existing "narrow" parity agreements with accommodations in Switzerland. A number of additional NCAs in the European Economic Area have now closed their investigations following Booking.com's implementation of the commitments in their jurisdictions. However, we are currently unable to predict the impact the implementation of these commitments throughout the European Economic Area and Switzerland will have on Booking.com's business or on the on-going investigations in other European countries, or on industry practice more generally. On December 23, 2015, the German NCA issued a final decision prohibiting Booking.com's "narrow" price parity agreements with accommodations in Germany. The German NCA did not issue a fine, but has reserved its position regarding an order for disgorgement of profits. Booking.com intends to appeal the German NCA's decision. An Italian hotel association has appealed the Italian NCA's decision to accept the commitments by Booking.com. We are unable to predict how these appeals and the remaining investigations in other countries will ultimately be resolved. Possible outcomes include requiring Booking.com to amend or remove its rate parity clause from its contracts with accommodation providers in those jurisdictions and/or the imposition of fines.
In August 2015, French legislation known as the "Macron Law" became effective. Among other things, the Macron Law makes price parity agreements illegal, including the "narrow" price parity agreements agreed to by the French NCA in April 2015. The law also requires that agreements between OTCs and hotels comply with a French agency contract form. Similar legislation prohibiting "narrow" price parity agreements has been proposed in Italy and currently is awaiting action by the Italian Senate. It is not yet clear whether the Macron Law or the proposed Italian legislation may affect our business in the long term in France and Italy, respectively.
Litigation Related to Hotel Occupancy and Other RelatedTravel Transaction Taxes
We and certain third-party defendant online travel companies ("OTCs") are currently involved in approximately forty lawsuits, including certified and putative class actions, brought by or against U.S. states, cities and counties over issues involving the payment of hotel occupancy and other relatedtravel transaction taxes (e.g., state and localhotel occupancy taxes, excise taxes, sales tax and general excise tax) and our merchant hotel business. Our subsidiaries Lowestfare.com LLC and Travelweb LLC are named in some but not all of these cases.taxes, etc.). Generally, each complaint alleges,the complaints allege, among other things, that the defendantsOTCs violated each jurisdiction's respective hotel occupancyrelevant travel transaction tax ordinance with respect to the chargescharge and remittance of amounts to cover taxes under each law. Each complaint typically seeks compensatory damages, disgorgement, penalties available by law, attorneys' fees and other relief. We are also involved in one consumer lawsuit relating to, among other things, the payment of hotel occupancy taxes and service fees. In addition, approximately seventy municipalities or counties, and at least twelve states, have initiated audit proceedings (including proceedings initiated by more than forty municipalities in California), issued proposed tax assessments or started inquiries relating to the payment of hotel occupancy and other related taxes. Additional state and local jurisdictions are likely to assert that we are subject to, among other things, hotel occupancy and other related taxes and could seek to collect such taxes, retroactively and/or prospectively.
With respect to the principal claims in these matters, we believe that the laws at issue generally do not apply to the serviceservices we provide, namely the facilitation of travel reservations, and, therefore, that we do not owe the taxes that are claimed to be owed. Rather,However, we believe that the laws at issue generally impose hotel occupancyhave been involved in this type of litigation for many years, and other related taxes on entities that own, operate or control hotels (or similar businesses) or furnish or provide hotel rooms or similar accommodations. In addition, in many ofstate and local jurisdictions where these matters, the taxing jurisdictionsissues have asserted claims for “conversion” - essentially,not been resolved could assert that we have collected a taxare subject to travel transaction taxes and wrongfully “pocketed” those tax dollars - a claim that we believe is without basis and have vigorously contested. The taxing jurisdictions that are currently involved in litigation and other proceedings with us, and that may be involved in future proceedings, have asserted contrary positions and will likely continuecould seek to do so.collect such taxes, retroactively and/or prospectively. From time to time, we have found it expedient to settle, and may in the future agree to settle, claims pending in these matters without conceding that the claims at issue are meritorious or that the claimed taxes are in fact due to be paid.
In connection with some of these tax audits and assessments, we may be required to pay any assessed taxes, which amounts may be substantial, prior to being allowed to contest the assessments and the applicability of the laws in judicial proceedings. This requirement is commonly referred to as “pay to play” or “pay first.” We have successfully argued against a "pay first" requirement asserted in one California proceeding, but had to pay first in two California cities. For example, the City of San Francisco assessed us approximately $3.4 million (an amount that includes interest and penalties) relating to hotel occupancy taxes, which we paid in July 2009, and issued a second assessment totaling approximately $2.7 million, which we paid in January 2013. Payment of these amounts, if any, is not an admission that we believe we are subject to such taxes and, even if such payments are made, we intend to continue to assert our position vigorously that we should not be subject to such taxes. In the San Francisco action, for example, the court ruled on February 6, 2013 that we and other OTCs do not owe transient accommodations tax to the City and ordered the City to refund the pay first amounts paid in July 2009; we will also seek a refund of the amounts paid first in January 2013. It is possible the City may take the position that it need not refund the pay first amounts until after it has exhausted all appeals.
In January 2013, the Tax Appeal Court for the State of Hawaii held that we and other OTCs are not liable for the State's transient accommodations tax, but held that the OTCs, including us, are liable for the State's general excise tax on the full amount the OTC collects from the customer for a hotel room reservation, without any offset for amounts passed through to the hotel. As a result, we increased our accrual for hotel occupancy and other related taxes, with a corresponding charge to cost of revenues, by approximately $16.5 million (including estimated interest and penalties) in December 2012. Further, we may be required to pay that amount prior to appealing the Tax Appeal Court's decision. We intend to appeal this decision.
Litigation is subject to uncertainty and there could be adverse developments in these pending or future cases and proceedings. For example, in September 2012, the Superior Court in the District of Columbia granted a summary judgment in favor of the city and against OTCs ruling that tax is due on the OTC's margin and service fee. As a result, we increased our accrual for hotel occupancy and other related taxes, with a corresponding charge to cost of revenues, by approximately $4.8 million (including interest). In addition, in October 2009, a jury in a San Antonio class action found that we and the other OTCs that are defendants in the lawsuit “control” hotels for purposes of the local hotel occupancy tax ordinances at issue and are, therefore, subject to the requirements of those ordinances. On July 1, 2011, the San Antonio court issued findings of fact and conclusions of law in connection with the case. In addition to ruling that hotel tax was due from defendants on the markup and service fee, the court held defendants liable for penalties and interest per the terms of each city's applicable ordinance, but
capped penalties at fifteen percent (15%) of the total amount of unpaid taxes at the time of entry of judgment; ordinances without a penalty provision are assessed a fifteen percent (15%) penalty under the Texas Tax Code. We expect a judgment to be entered by the court. We intend to vigorously pursue an appeal of the judgment on legal and factual grounds.
An unfavorable outcome or settlement of pending litigation may encourage the commencement of additional litigation, audit proceedings or other regulatory inquiries. In addition, an unfavorable outcome or settlement of these actions or proceedingsinquiries and also could result in substantial liabilities for past and/or future bookings, including, among other things, interest, penalties, punitive damages and/or attorneyattorneys' fees and costs. There have been, and will continue to be, substantial ongoing costs, which may include “pay first” payments, associated with defending our position in pending and any future cases or proceedings. An adverse outcome in one or more of these unresolved proceedings could have a materialan adverse effect on our business and could be material to our results of operations or cash flow in any given operating period.
To However, we believe that even if we were to suffer adverse determinations in the extent that any tax authority succeedsnear term in asserting that we have a tax collection responsibility, or we determine that we have such a responsibility, with respectmore of the pending proceedings than currently anticipated, given results to future transactions, we may collect any such additional tax obligation from our customers, whichdate it would have the effect of increasing the cost of hotel reservations to our customers and, consequently, could make our hotel reservation service less competitive (i.e., versus the websites of other OTCs or hotel company websites) and reduce hotel reservation transactions; alternatively, we could choose to reduce the compensation for our services on merchant hotel transactions. Either action couldnot have a material adverse effectimpact on our business and results of operations.liquidity or financial condition.
We estimate that, since our inception, through December 31, 2012, we have earned aggregate gross profit, including fees, from our entire U.S. merchant hotel business (which includes, among other things, the differential between the price paid by a customerAccrual for our service and the cost of the underlying room) of approximately $1.6 billion. This gross profit was earned in over a thousand taxing jurisdictions that we believe have aggregate tax rates (which may include hotel occupancy taxes and state and local taxes, among other taxes) associated with a typical transaction between a consumer and a hotel that generally range from approximately 6% to approximately 18%, depending on the jurisdiction. In many of the judicial and other proceedings initiated to date, the taxing jurisdictions seek not only historical taxes that are claimed to be owed on our gross profit, but also, among other things, interest, penalties, punitive damages and/or attorney fees and costs. Therefore, any liability associated with hotel occupancy tax matters is not constrained to our liability for tax owed on our historical gross profit, but may also include, among other things, penalties, interest and attorneys' fees. To date, the majority of the taxing jurisdictions in which we facilitate hotel reservations have not asserted that taxes are due and payable on our U.S. merchant hotel business. With respect to taxing jurisdictions that have not initiated proceedings to date, it is possible that they will do so in the future or that they will seek to amend their tax statutes and seek to collect taxes from us only on a prospective basis.
Reserve for Hotel Occupancy and Other RelatedTravel Transaction Taxes
As a result of this litigation and other attempts by jurisdictions to levy similar taxes, we have established an accrual (including estimated interest and penalties) for the potential resolution of issues related to hotel occupancy and other relatedtravel transaction taxes in the amount of approximately $56$27 million as ofat December 31, 2012,2015 compared to approximately $33$52 million as ofat December 31, 2011 (which includes, among other things, amounts related to the litigation in the State of Hawaii, District of Columbia and San Antonio). The accrual is based on our estimate of the probable cost of resolving these issues.2014. Our legal expenses for these matters are expensed as incurred and are not reflected in the amount accrued. The actual cost may be less or greater, potentially significantly, than the liabilities recorded. An estimate for a reasonably possible loss or range of loss in excess of the amount accrued cannot be reasonably made. See Note 15 to our Consolidated Financial Statements.
Developments in and after the Year Ended December 31, 2012Patent Infringement
In the year ended December 31, 2012, six new actions commenced. State of Mississippi v. Priceline.com, Inc., et al., (Hinds County Chancery Court) (filed January 2012) is an action brought by the Attorney General of Mississippi on behalf of the State and its local government asserting violation of the state's hotel occupancy tax and also asserts claims under Mississippi's consumer protection statute. We intend to vigorously defend these claims. In Expedia Inc. et al v. City of Portland (Circuit Court of the State of Oregon for the County of Multnomah) (filedOn February 17, 2012), we and other OTCs9, 2015, International Business Machines Corporation ("IBM") filed a declaratory action seeking a declaration that the plaintiffs are not subject to local occupancy tax after the City of Portland and Multnomah County issued audit notices to us and other OTCs. In Expedia, Inc., et al. v. City and County of Denver, et al. (District Court for Denver) (filed March 2012), we and other OTCs are seeking review of the administrative hearing officer's decision. In priceline.com Incorporated, et al. v. Osceola County, et al. (2d Judicial Cir. Ct. for Leon County, Florida) (filed July 2, 2012), we filed an action challenging a second assessment issued by the County, which covers the time period October 1, 2009 through September 30, 2011. That action was consolidated with the earlier action challenging the County's first assessment. In August 2012, Kalamazoo County, Michigan filed a lawsuit, County of Kalamazoo, Michigan v. Hotels.com L.P., et al. (Circuit Court for the County of Kalamazoo) (filed August 15, 2012), claiming violation of the County's
hotel occupancy tax and also asserts claims under Michigan common law. We intend to vigorously defend these claims.
Also in July 2012, we filed appeals in court of a second round of assessments issued by the Hawaii Department of Taxation for transient accommodations tax as well as Hawaii general excise tax. The assessments at issue in those appeals, In the Matter of the Appeal of priceline.com Incorporated (and related actions brought by Travelweb LLC and Lowestfare.com LLC) (Tax Appeal Court of the State of Hawaii) (filed July 3, 2012), cover the time period January 1, 2000 through December 31, 2011 and overlap with, and adjust, the previously issued assessments which are already on appeal. The new appeals were consolidated with the assessment appeals already pending in the Hawaii Tax Appeal Court. On October 22, 2012, the court granted the OTCs' motions for partial summary judgment relating to the transient accommodations tax assessments, holding that the assessments were improper as a matter of law. On January 11, 2013, the court orally denied the OTCs' motion for partial summary judgment relating to the general excise tax, holding that we and the other OTC are liable for that tax on the full amount the OTC collects from the customer for a hotel room reservation, without any offset for amounts passed through to the hotel. The OTCs have filed a motion to reconsider that oral ruling.
There were decisions on dispositive motions in several of the pending matters, as well as decisions on appeal. In City of Portland and Multnomah County, defendant City of Portland filed a motion to dismiss on March 30, 2012, asserting that the OTCs were required to exhaust administrative remedies and that, therefore, the court lacked jurisdiction. On June 15, 2012, the court denied that motion, ruling that it had jurisdiction to hear plaintiff OTCs' claims for declaratory relief. At a hearing on November 30, 2012, also in that case, the Court granted the OTC defendants' motion to dismiss the City's and County's common law counterclaims. On April 19, 2012, in Leon County, et al. v. Expedia, Inc., et al. (2d Judicial Cir. Ct. for Leon County, Florida; filed in November 2009), the Florida Second Judicial Circuit Court orally denied the Counties' motion for summary judgment and granted a motion for summary judgment in favor of the defendants. On May 8, 2012, the court in that case entered an order denying the Counties' motion for summary judgment and granting a motion for summary judgment in favor of the defendants, dismissing the action. The Counties filed a notice of appeal to the Florida First District Court of Appeal on May 10, 2012. On September 19, 2012, in a second matter encaptioned Leon County v. Expedia, Inc., et al. (Second Judicial Circuit Court for Leon County, Florida; filed in December 2009) the court granted summary judgment for the defendants, finding that the plaintiff lacked standing to enforce the transient rentals tax and discretionary sales surtax. Plaintiff filed a notice of appeal to the Florida First District Court of Appeal appealing the trial court's summary judgment order in October 2012.
In City of Goodlettsville, Tennessee, et al. v. priceline.com Incorporated, et al. (U.S. District Court for the Middle District of Tennessee; filed in June 2008), a certified class action on behalf of Tennessee cities and counties, the court granted summary judgment in favor of defendants on February 21, 2012. On April 13, 2012, in City of Birmingham, Alabama, et al. v. Orbitz, Inc., et al. (Circuit Court of Jefferson County, Alabama; filed in December 2009), the Alabama Supreme Court affirmed summary judgment in favor of the defendants on claims by several Alabama cities. On February 17, 2012, in City of Bowling Green, Kentucky v. Hotels.com LP et al. (Warren Cir. Ct., Kentucky, Div. 1; filed in March 2009); (Commonwealth of Kentucky Court of Appeals; appeal filed in April 2010), the Kentucky Supreme Court declined to hear Bowling Green's appeal. Therefore, the Court of Appeal's ruling affirming the lower court's dismissal of the case stands as the final determination of the matter. In City of Branson, Missouri v. Hotels.com, LP., et al. (Circuit Court of Greene County, Missouri; filed in December 2006), the trial court granted defendants' motion to dismiss on January 31, 2012. The Missouri Court of Appeals, Northern Division, affirmed the judgment of the trial court on January 23, 2013. On February 7, 2013, the city moved for rehearing and transfer.
On May 1, 2012 in City of Atlanta, Georgia v. Hotels.com L.P., et al. (Superior Court of Fulton County, Georgia; filed in March 2006) the court denied defendants' motion for reconsideration of its decision to allow Atlanta to file an amended complaint. On May 15, 2012, certain defendants, including us, filed a petition for writs of mandamus and prohibition before the Georgia Supreme Court requesting that it halt the proceeding before the trial court on the grounds that the matter was finally concluded. On September 10, 2012, the Georgia Supreme Court dismissed the petition for writs of mandamus and prohibition on the grounds that the proceedings should have initially been brought in the Superior Court. On September 21, 2012 we and certain defendants filed the petition in the Superior Court, which was denied on November 29, 2012. Petitioners filed notices of appeal of the Superior Court's decision to the Georgia Supreme Court on December 7, 2012. The defendants filed motions for summary judgment before the trial court on December 28, 2012.
On June 5, 2012 in City of Rome, Georgia, et al. v. Hotels.com, L.P., et al. (U.S. District Court for the Northern District of Georgia; filed in November 2005), a certified class action on behalf of Georgia cities and counties, the court granted the parties' motion for approval of the partial class settlement agreement providing that the OTC defendants would pay hotel occupancy taxes from May 16, 2011 going forward. May 16, 2011 is the date of the Georgia Supreme Court's decision in the City of Atlanta appeal requiring payment of hotel occupancy taxes on a prospective basis in that case. On July 8, 2012 the court entered summary judgment against all of plaintiffs' claims for past damages. The court found that the defendants were
not operators and thus, that no back taxes were owed. On September 4, 2012, plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Eleventh Circuit appealing the trial court's order.
On June 8, 2012 in Town of Breckenridge v. Colorado Travel Company, LLC, et al. (District Court for Summit County, Colorado; filed in July 2011), the court granted in part and denied in part the defendants' motion to dismiss the class action complaint. Specifically, the court dismissed without prejudice the claims relating to the sales tax but allowed all remaining claims under the accommodations tax and common law to proceed. Also in that case, on December 12, 2012, plaintiff filed a motion for class certification. The defendants, including us, are opposing that motion.
On July 13, 2012, the court in Orbitz, LLC, et al. v. Broward County, Florida, et al. (2d Judicial Cir. Ct. for Leon County, Florida; filed in January 2009) granted the OTCs' motions for summary judgment and denied the County's motion for summary judgment thereby dismissing the action. On January 9, 2013, the trial court denied the County's motion for rehearing on the summary judgment ruling. The County filed a notice of appeal to the Florida First District Court on February 5, 2013.
On July 31, 2012, in The Village of Rosemont, Illinois v. Priceline.com Inc., et al. (U.S. District Court for the Northern District of Illinois; filed in 2009), the court granted in part, and denied in part, the parties' cross motions for summary judgment related to damages. Specifically, the court held that a six year statute of limitations (subject to a discovery rule), simple interest and a 25% penalty cap would apply for damages. The court previously had granted plaintiff's motion for summary judgment and denied defendants' motion for summary judgment on October 14, 2011. On October 12, 2012, pursuant to a stipulation on damages, among the parties, the Court entered a judgment in favor of the plaintiff. We appealed that judgment in the United States Court of Appeals for the Seventh Circuit on November 6, 2012.
On August 27, 2012 in City of San Antonio, Texas v. Hotels.com, L.P., et al. (U.S. District Court for the Western District of Texas; filed in May 2006), the court granted plaintiffs' motion to clarify its findings of fact and conclusions of law (issued July 1, 2011) to require the collection of hotel tax on the OTCs' separately stated service fee from the date of its findings going forward. The court's original findings had denied plaintiffs recovery for such amounts because the damage calculations for tax on the service fee had not been presented to the jury at trial. The court's amended findings make clear that such amounts will be due from July 1, 2011 forward. Also in that case, on January 16, 2013 the court denied defendants' motion to amend its findings of fact and conclusion of law to enter judgment against plaintiffs and in favor of the OTC defendants based on the state appellate court decision in City of Houston, Texas v. Hotels.com, LP., et al. (District Court of Harris County, Texas; filed in March 2007). In City of Houston, on October 26, 2012, the Texas Supreme Court denied appellants' petition for writ of error after ordering full briefing by the parties. The Texas Supreme Court did not disturb the intermediate court's affirmance of the trial court's grant of summary judgment, which rested on the conclusion that the tax provisions at issue applied only to amounts paid to a hotel. In the City of San Antonio matter, on January 17, 2013, the court denied plaintiffs' motion to amend its findings of fact and conclusions of law regarding the calculation of penalties. The court rejected plaintiffs' request to remove its limitation that penalties shall not exceed 15% of the total amount of unpaid taxes due at the time of judgment.
On September 10, 2012 in City of Findlay, Ohio v. Hotels.com, L.P., et al. (U.S. District Court for the Northern District of Ohio; filed in October 2005); (U.S. Court of Appeals for the Sixth Circuit; appeal filed in December 2010); and City of Columbus, Ohio, et al. v. Hotels.com, L.P., et al. (U.S. District Court for the Southern District of Ohio; filed in August 2006); (U.S. District Court for the Northern District of Ohio; filed in July 2007) (U.S. Court of Appeals for the Sixth Circuit; appeal filed in December 2010), the U.S. Court of Appeals for the Sixth Circuit affirmed the trial court's orders dismissing plaintiffs' ordinance based claims, entering summary judgment against plaintiffs' claim that defendants collected but failed to remit hotel tax, and denying plaintiffs' request to certify questions to the Ohio Supreme Court.
On September 24, 2012, in District of Columbia v. Expedia, Inc., et al. (Superior Court of the District of Columbia; filed in March 2011), the court granted the city's motion for summary judgment, finding the OTCs are required to collect and remit sales tax on their margin. The court denied plaintiffs' motion for summary judgment for imposition of negligence and failure to file penalties. A trial will be set to determine if such penalties should be imposed. As a result, we increased our accrual for hotel occupancy and other related taxes, with a corresponding charge to cost of revenues, by approximately $4.8 million (including interest) in September 2012.
On December 19, 2012 in Wake County v. Hotels.com, LP, et al.; Dare County v. Hotels.com, LP, et al and Buncombe County v. Hotels.com, LP, et al, Mecklenburg County v. Hotels.com, LP. et al., (North Carolina, Superior Court, General Court of Justice; filed in 2006 and 2007), the trial court denied the Counties' motion for summary judgment and granted a motion for summary judgment in favor of the defendants. The trial court entered final judgment on December 27, 2012. The Counties appealed that judgment on January 16 and 17, 2013.
On January 23, 2013, the California Supreme Court denied petitions for review filed by the cities of Anaheim and Santa
Monica. Those cities had sought review of appellate court decisions holding we and other OTCs are not liable for transient occupancy taxes. The Supreme Court's denial of the petitions marks the end of the cases captioned Priceline.com Inc., et al. v. City of Anaheim, California, et al. (California Superior Court, County of Orange; filed in February 2009), and City of Santa Monica v. Expedia, Inc., et al. (California Superior Court, Los Angeles County; filed in June 2010). On January 31, 2013, the City of Santa Monica refunded to us the amounts we had "paid first" in order to appeal the city's assessments.
On February 6, 2013, the Los Angeles Superior Court in Priceline.com, Inc., et al. v. City of San Francisco, California, et al. (California Superior Court, County of Los Angeles; filed in June 2009) granted summary judgment in favor of us and other OTCs, holding we and they are not liable to the City of San Francisco for transient occupancy taxes. The court also granted the OTCs' claim for a refund of the pay first amounts the OTCs paid to the city in July 2009. We expect the city to appeal.
We resolved one matter by agreement, Baltimore County, Maryland v. Priceline.com, Inc., et al. (U.S. District Court for the District of Maryland; filed in May 2010) and the case was dismissed against us on January 7, 2013.
We intend to vigorously defend against the claims in all of the proceedings described below.
Statewide Class Actions and Putative Class Actions
Such actions include:
City of Los Angeles, California v. Hotels.com, Inc., et al. (California Superior Court, Los Angeles County; filed in December 2004)
City of Rome, Georgia, et al. v. Hotels.com, L.P., et al. (U.S. District Court for the Northern District of Georgia; filed in November 2005); (U.S. Court of Appeals for the Eleventh Circuit appeal filed in September 2012)
City of San Antonio, Texas v. Hotels.com, L.P., et al. (U.S. District Court for the Western District of Texas; filed in May 2006)
City of Gallup, New Mexico v. Hotels.com, L.P., et al. (U.S. District Court for the District of New Mexico; filed in July 2007)
Pine Bluff Advertising and Promotion Commission, Jefferson County, Arkansas, et al. v. Hotels.com, LP, et al. (Circuit Court of Jefferson County, Arkansas; filed in September 2009)
County of Lawrence, Pennsylvania v. Hotels.com, L.P., et al. (Court of Common Pleas of Lawrence County, Pennsylvania; filed Nov. 2009); (Commonwealth Court of Pennsylvania; appeal filed in November 2010)
Elizabeth McAllister, et al. v. Hotels.com L.P., et al., (Circuit Court of Saline County, Arkansas; filed February in 2011)
Town of Breckenridge, Colorado v. Colorado Travel Company, LLC, et al. (District Court for Summit County, Colorado; filed in July 2011)
County of Nassau v. Expedia, Inc., et al. (Supreme Court of Nassau County, New York; filed in September 2011)
Actions Filed on Behalf of Individual Cities, Counties and States
Such actions include:
City of Chicago, Illinois v. Hotels.com, L.P., et al. (Circuit Court of Cook County Illinois; filed in November 2005)
City of San Diego, California v. Hotels.com L.P., et al. (California Superior Court, San Diego County; filed in September 2006) (Superior Court of California, Los Angeles County; filed in July 2006) (California Court of Appeal; appeal filed in August 2012)
City of Atlanta, Georgia v. Hotels.com L.P., et al. (Superior Court of Fulton County, Georgia; filed in March 2006); (Court of Appeals of the State of Georgia; appeal filed in January 2007); (Georgia Supreme Court; further appeal filed in December 2007; petition for writs of mandamus and prohibition filed in December 2012)
Wake County, North Carolina v. Hotels.com, LP, et al. (General Court of Justice, Superior Court Division, Wake County, North Carolina; filed in November 2006); (Court of Appeals of North Carolina; appeal filed in January 2013); Dare County, North Carolina v. Hotels.com, LP, et al. (General Court of Justice, Superior Court Division, Dare County, North Carolina; filed in January 2007); (Court of Appeals of North Carolina; appeal filed in January 2013); Buncombe County, North Carolina v. Hotels.com, LP, et al. (General Court of Justice, Superior Court Division, Buncombe County, North Carolina; filed in February 2007); (Court of
Appeals of North Carolina; appeal filed in January 2013); Mecklenburg County, North Carolina v. Hotels.com LP, et al. (General Court of Justice, Superior Court Division, Mecklenburg County, North Carolina; filed in January 2008); (Court of Appeals of North Carolina; appeal filed in January 2013)
City of Branson, Missouri v. Hotels.com, LP., et al. (Circuit Court of Greene County, Missouri; filed in December 2006); (Missouri Court of Appeals; appeal filed February 2012)
| |
• | City of Houston, Texas v. Hotels.com, LP., et al. (District Court of Harris County, Texas; filed in March 2007); (Texas 14th Court of Appeals; appeal filed in April 2010); (Texas Supreme Court; petition for writ of error denied on October 26, 2012)
|
The Village of Rosemont, Illinois v. Priceline.com, Inc., et al. (U.S. District Court for the Northern District of Illinois; filed in July 2009); (US. Court of Appeals for the Seventh Circuit; appeal filed in November 2012)
Leon County, et al. v. Expedia, Inc., et al. (Second Judicial Circuit Court for Leon County, Florida; filed November 2009); (Florida First District Court of Appeal; filed in May 2012); Leon County v. Expedia, Inc. et al. (Second Judicial Circuit Court for Leon County, Florida; filed in December 2009); (Florida First District Court of Appeal; filed in October 2012)
Hamilton County, Ohio, et al. v. Hotels.com, L.P., et al. (U.S. District Court for the Northern District Of Ohio; filed in August 2010)
State of Florida Attorney General v. Expedia, Inc., et al. (Circuit Court - Second Judicial Circuit, Leon County, Florida; filed in November 2010)
Montana Department of Revenue v. Priceline.com, Inc., et al. (First Judicial District Court of Lewis and Clark County, Montana; filed in November 2010)
Montgomery County, Maryland v. Priceline.com, Inc., et al. (United States District Court for the District of Maryland; filed in December 2010)
District of Columbia v. Expedia, Inc., et al. (Superior Court of District of Columbia; filed in March 2011)
Volusia County, et al. v. Expedia, Inc., et al. (Circuit Court for Volusia County, Florida; filed in April 2011)
State of Mississippi v. Priceline.com Inc., et al., (Chancery Court of Hinds County, Mississippi; filed in January 2012)
County of Kalamazoo, Michigan v. Hotels.com L.P., et al (Circuit Court for the County of Kalamazoo; filed August 2012)
Judicial Actions Relating to Assessments Issued by Individual Cities, Counties and States
We may seek judicial review of assessments issued by an individual city or county. Currently pending actions seeking such a review include:
Priceline.com, Inc., et al. v. Broward County, Florida (Circuit Court - Second Judicial Circuit, Leon County, Florida; filed in January 2009); (Florida First District Court of Appeal; filed in February 2013)
Priceline.com, Inc. v. Indiana Department of State Revenue (Indiana Tax Court; filed in March 2009)
Priceline.com, Inc., et al. v. City of San Francisco, California, et al. (California Superior Court, County of Los Angeles; filed in June 2009)
Priceline.com, Inc. v. Miami-Dade County, Florida, et al. (Eleventh Judicial Circuit Court for Miami Dade, County, Florida; filed in December 2009)
Priceline.com Incorporated, et al. v. Osceola County, Florida, et al. (Circuit Court of the Second Judicial Circuit, in and For Leon County, Florida; filed in January 2011)
In the Matter of the Tax Appeal of priceline.com Inc., In the Matter of the Tax Appeal of Lowestfare.com LLC and In the Matter of the Tax Appeal of Travelweb LLC (Tax Appeal Court of the State of Hawaii; filed in March 2011)
In the Matter of the Tax Appeal of priceline.com Inc., In The Matter of the Tax Appeal of Lowestfare.com LLC and In the Matter of the Tax Appeal of Travelweb LLC (Tax Appeal Court of the State of Hawaii, filed in July 2012)
Expedia, Inc. et al. v. City of Portland (Circuit Court for Multnomah County, Oregon, filed in February 2012)
Expedia, Inc., et al. v. City and County of Denver, et al. (District Court for Denver County, Colorado, filed in March 2012)
Consumer Class Actions
In Chiste, et al. v. priceline.com Inc., et al. (United States District Court for the Southern District of New York; filed in December 2008) the court granted our motion to dismiss all claims against us except the breach of fiduciary claim, which the court ordered transferred to Illinois. On July 11, 2011, the case was transferred to the United States District Court for the Northern District of Illinois for resolution of the remaining claim,
which was consolidated under Peluso v. Orbitz.com, et al., 11 Civ. 4407 on July 14, 2011. On July 13, 2011, plaintiffs filed notices of appeal of the court's orders in the Southern District of New York.On July 26, 2011, the court granted plaintiff's motion to voluntarily dismiss the claim against us in the Northern District of Illinois. The consolidated action, however, remains pending.
Administrative Proceedings and Other Possible Actions
At various times, we have also received inquiries or proposed tax assessments from municipalities and other taxing jurisdictions relating to our charges and remittance of amounts to cover state and local hotel occupancy and other related taxes. Among others, the City of Phoenix, Arizona (on behalf of itself and 12 other Arizona cities); the City of Paradise Valley, Arizona; the City of Greenwood Village, Colorado; City of Littleton, Colorado; City of Golden, Colorado; City and County of Broomfield, Colorado; City of Colorado Springs, Colorado; City of Breckenridge, Colorado; City of Durango, Colorado; City of Grand Junction, Colorado; City of Greeley, Colorado; City of Lafayette, Colorado; City of Silverthorne, Colorado; City of Loveland, Colorado; City of Glendale, Colorado, City of Glenwood Springs, Colorado; City of Lakewood, Colorado; Arlington, Texas; Lake County, Indiana; Saratoga County, New York and state tax officials from Arkansas, Colorado, Kentucky, Louisiana, Maryland, Michigan, Ohio, Pennsylvania, Texas, West Virginia, Wisconsin, and Wyoming have begun formal or informal administrative procedures or stated that they may assert claims against us relating to allegedly unpaid state or local hotel occupancy or other taxes. Between 2008 and 2010, we received audit notices from more than forty cities in the state of California. The audit proceedings in those cities have not yet been active but are not yet concluded. In June 2012, the City and County of San Francisco issued a second set of assessments to us, covering the period from the fourth quarter of 2008 through the fourth quarter of 2011. We administratively appealed those assessments, and the appeal was denied. At the conclusion of the administrative process, we paid the assessed amounts of approximately $2.7 million in January 2013 in order to be able to challenge the assessment in court. We intend to file a claim for refund. We have also been contacted for audit by five counties in the state of Utah, fifteen cities and counties in the state of Colorado, and by the City of St. Louis, Missouri.
OFT Inquiry
In July 2012, the Office of Fair Trading (the "OFT"), the competition authority in the United Kingdom, issued a "Statement of Objections" ("SO") to Booking.com, which sets out the OFT's preliminary views on why it believes Booking.com and others in the hotel online booking sector have allegedly breached E.U. and U.K. competition law. The SO alleges, among other things, that there are agreements or concerted practices between hotels and Booking.com and at least one other OTC that restrict Booking.com's (and the other travel company's) ability to discount hotel room reservations, which the OFT alleges is a form of resale price maintenance.
We dispute the allegations in the SO and intend to contest them vigorously. Booking.com runs an agency model hotel reservation platform in which hotels have complete discretion and control over setting the prices that appear on the Booking.com website. Booking.com is a facilitator of hotel room reservations; it does not take possession of or title to hotel rooms and is not a reseller of hotel rooms. Because Booking.com plays no role in price setting, does not control hotel pricing and does not resell hotel rooms, it does not believe that it engages in the conduct alleged in the SO. We will have the right to respond to the allegations in the SO in writing and orally (which we expect to do in the first half of 2013). If the OFT chooses to maintain its objections after hearing Booking.com's responses, the OFT will issue a "Decision" which will state its case against Booking.com and others under investigation. We expect that a final infringement Decision, if any, will be issued at the earliest in the second half of 2013. We will have the opportunity to challenge an adverse Decision by the OFT in the U.K. courts.
In connection with a Decision, the OFT may impose a fine against Booking.com. We estimate that a fine could range from $0 to approximately $50 million. A fine in this amount could adversely impact our cash flow and results of operations. In addition, the OFT may require changes to Booking.com's business practices, including changes to its approach to pricing and the use of "Most Favored Nation" clauses in contracts with hotels. We are unable at this time to predict the outcome of the proceedings before the OFT and, if necessary, before the U.K. courts, and the impact of changes to our business practices that may be required, if any, on our business, financial condition and results of operations. In addition, we are also unable to predict at this time the extent to which other regulatory authorities may pursue similar claims against us.
Lawsuits Alleging Antitrust Violations
On August 20, 2012, a complaint was filed on behalf of a putative class of persons who purchased hotel room reservations from certain hotels (the “Hotel Defendants”) through certain OTCs, including us. The initial complaint, Turik v. Expedia, Inc., Case No. 12-cv-4365, filed in the U.S. District Court for the Northern District of California,Delaware against The Priceline Group Inc. and its subsidiaries KAYAK Software Corporation, OpenTable, Inc. and priceline.com LLC (the "Subject Companies"). In the complaint, IBM alleges that the Subject Companies have infringed and continue to willfully infringe certain IBM patents that IBM claims relate to the presentation of applications and advertising in an interactive service, preserving state information in online transactions and single sign-on processes in a computing environment and seeks unspecified damages (including a request that the amount of compensatory damages be trebled), injunctive relief and costs and reasonable attorneys’ fees. The Subject Companies believe the claims to be without merit and intend to contest them.
French and Italian Tax Matters
French tax authorities recently concluded an audit that started in 2013 of the years 2003 through 2012. The French authorities are asserting that Booking.com has a permanent establishment in France and are seeking to recover what they claim are unpaid income taxes and value-added taxes ("VAT"). In December 2015, the French tax authorities issued an assessment for approximately 356 million Euros, the majority of which would represent penalties and interest. We believe that Booking.com has been, and continues to be, in compliance with French tax law, and we intend to contest the assessment. If we are unable to resolve the matter with the French authorities, we would expect to challenge the assessment in the French courts. In order to contest the assessment in court, we may be required to pay, upfront, the full amount or a significant part of any such assessment, though any such payment would not constitute an admission by us that we owe the tax. French authorities may decide to also audit subsequent tax years, which could result in additional assessments.
Similarly, Italian tax authorities have initiated a process to determine whether we should be subject to additional tax obligations in Italy. While we believe that we comply with Italian tax law, Italian tax authorities may determine that we owe additional taxes, and they may also assess penalties and interest. We believe that we have been, and continue to be, in compliance with Italian tax law.
Hotel Defendants and the OTC defendants violated federal and state laws by entering into a conspiracy to enforce a minimum resale price maintenance scheme pursuant to which putative class members paid inflated prices for hotel room reservations that they purchased through the OTC defendants. Thirty-one other complaints containing similar allegations have been filed in a number of federal jurisdictions across the country and one of them in Minnesota state court (which was then removed to federal court, the “Mooney Action”). Plaintiffs in these actions seek treble damages and injunctive relief.
The Judicial Panel on Multidistrict Litigation (“JPML”) heard arguments on a motion for consolidation and transfer of pretrial proceedings under 28 U.S.C. § 1407 on November 29, 2012. Pursuant to JPML orders, thirty of the cases have now been consolidated before Judge Boyle in the U.S. District Court for the Northern District of Texas. On January 29, 2013, plaintiff in the Mooney Action filed a voluntary notice of dismissal with prejudice. The case was dismissed with prejudice on January 31, 2013.Other
We intend to defend vigorously against the claims in all of the proceedings described in this Item 3. We have accruedaccrue for certain legal contingencies where it is probable that a loss has been incurred and the amount can be reasonably estimated. Except as disclosed, suchSuch accrued amounts accrued are not material to our consolidated balance sheets and provisions recorded have not been material to our consolidated results of operations or cash flows. We are unable toAn estimate for a reasonably possible loss or range of loss.loss in excess of the amount accrued cannot be reasonably made.
From time to time, we have been, and expect to continue to be, subject to legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of third partythird-party intellectual property rights. Such claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources, divert management's attention from our business objectives and adversely affect our business, results of operations, financial condition and cash flows.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’sRegistrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Price Range of Common Stock
Our common stock is quoted on the NASDAQ Global Select Market under the symbol "PCLN." The following table sets forth, for the periods indicated, the high and low sales prices per share of theour common stock as reported on the NASDAQ Global Select Market:
| | | 2012 | | High | | Low | |
| 2015 | | | High | | Low |
| | | | | | | | | |
| First Quarter | | $ | 736.92 |
| | $ | 469.28 |
| | $ | 1,264.00 |
| | $ | 990.69 |
|
| Second Quarter | | 774.96 |
| | 603.49 |
| | 1,280.97 |
| | 1,103.45 |
|
| Third Quarter | | 695.15 |
| | 553.42 |
| | 1,395.00 |
| | 1,115.77 |
|
| Fourth Quarter | | 679.23 |
| | 553.97 |
| | 1,476.52 |
| | 1,212.00 |
|
| | | 2011 | | High | | Low | |
| 2014 | | | High | | Low |
| | | | | | | | | |
| First Quarter | | $ | 509.00 |
| | $ | 402.25 |
| | $ | 1,378.96 |
| | $ | 1,103.90 |
|
| Second Quarter | | 561.88 |
| | 451.75 |
| | 1,292.66 |
| | 1,087.26 |
|
| Third Quarter | | 554.00 |
| | 441.55 |
| | 1,329.90 |
| | 1,139.27 |
|
| Fourth Quarter | | 553.33 |
| | 411.26 |
| | 1,229.00 |
| | 1,017.28 |
|
Holders
As of February 15, 2013,10, 2016, there were approximately 301213 stockholders of record of priceline.com Incorporated’sThe Priceline Group Inc.'s common stock.
Dividend Policy
We have not declared or paid any cash dividends on our capital stock since our inception and do not expect to pay any cash dividends for the foreseeable future. We currently intend to retain future earnings, if any, to finance the expansion of our business.
Performance Measurement Comparison
The following graph shows the total stockholder return through December 31, 20122015 of an investment of $100 in cash on January 1, 2008December 31, 2010 for priceline.com IncorporatedThe Priceline Group Inc. common stock and an investment of $100 in cash on January 1, 2008December 31, 2010 for (i) the NASDAQ Composite Index, (ii) the Standard and Poor’sPoor's 500 Index and (iii) the Research Data Group ("RDG") Internet Composite Index. The RDG Internet Composite Index is an index of stocks representing the Internet industry, including Internet software and service companies and e-commerce companies. Historic stock performance is not necessarily indicative of future stock price performance. All values assume reinvestment of the full amount of all dividends and are calculated as of the last day of each month:
| | Measurement Point December 31 | | Priceline.com Incorporated | | NASDAQ Composite Index | | S&P 500 Index | | RDG Internet Composite | | | The Priceline Group Inc. | | NASDAQ Composite Index | | S&P 500 Index | | RDG Internet Composite |
| | | | | | | | | | | | | | | | | | |
| 2007 | | $ | 100.00 |
| | $ | 100.00 |
| | $ | 100.00 |
| | $ | 100.00 |
| | |
| 2008 | | 64.12 |
| | 59.03 |
| | 63.00 |
| | 56.53 |
| | |
| 2009 | | 190.15 |
| | 82.25 |
| | 79.67 |
| | 98.33 |
| | |
| 2010 | | 347.86 |
| | 97.32 |
| | 91.67 |
| | 110.81 |
| | | 100.00 |
| | 100.00 |
| | 100.00 |
| | 100.00 |
|
| 2011 | | 407.20 |
| | 98.63 |
| | 93.61 |
| | 114.60 |
| | | 117.06 |
| | 100.53 |
| | 102.11 |
| | 102.11 |
|
| 2012 | | 540.13 |
| | 110.78 |
| | 108.59 |
| | 136.20 |
| | | 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 |
|
Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
The following table sets forth information relating to repurchases of our equity securities during the three months ended December 31, 2012:2015:
ISSUER PURCHASES OF EQUITY SECURITIES
|
| | | | | | | | | | | | | | | | |
| 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 | | |
| | | |
| | |
| | |
| | | | |
| | | | | | | | | $ | 44,866,000 |
| | (1) |
| October 1, 2012 — | | — |
| | $ | — |
| | — |
| | $ | 20,447,000 |
| | (2) |
| October 31, 2012 | | |
| | |
| | |
| | $ | 393,917,000 |
| | (3) |
| | | |
| | |
| | |
| | | | |
| | | | | | | | | $ | 44,866,000 |
| | (1) |
| November 1, 2012— | | 464 |
| (4) | $ | 627.25 |
| | — |
| | $ | 20,447,000 |
| | (2) |
| November 30, 2012 | | |
| | |
| | |
| | $ | 393,917,000 |
| | (3) |
| | | |
| | |
| | |
| | | | |
| | | | | | | | | $ | 44,866,000 |
| | (1) |
| December 1, 2012 — | | 2,189 |
| (4) | $ | 608.88 |
| | — |
| | $ | 20,447,000 |
| | (2) |
| December 31, 2012 | | |
| | |
| | |
| | $ | 393,917,000 |
| | (3) |
| | | | | | | | | | | |
| Total | | 2,653 |
| (4) | $ | 612.09 |
| | — |
| | $ | 459,230,000 |
| | |
|
| | | | | | | | | | | | | | | | |
| 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 November 2, 2005,February 19, 2015, whereby the Company was authorized to repurchase up to $50,000,000$3,000,000,000 of its common stock. |
(2)Pursuant to a stock repurchase program announced on September 21, 2006, whereby the Company was authorized to repurchase up to $150,000,000 of its common stock.
(3)Pursuant to a stock repurchase program announced on March 4, 2010, whereby the Company was authorized to repurchase up to $500,000,000 of its common stock.
(4)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.
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| (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. |
Item 6. Selected Financial Data
SELECTED FINANCIAL DATA
The following selected consolidated financial data presented below areis derived from the Consolidated Financial Statements and related Notes of the Company, and should be read in connection with those statements, some of which are included herein. Selected financial data reflects data related to rentalcars.com (formerly known as TravelJigsaw)KAYAK from its respective acquisition date of May 2010.21, 2013 and OpenTable from its acquisition date of July 24, 2014. The information set forth below is not necessarily indicative of future results and should be read in conjunction with Part II Item 7 "Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations." See Note 2 to the Consolidated Financial Statements for further information on the adjustments resulting from the adoption of new accounting standards in the fourth quarter of 2015.
|
| | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2012 | | 2011 | | 2010 | | 2009 | | 2008 |
| | (In thousands, except per share amounts) |
| | | | | | | | | | |
| Total revenues | $ | 5,260,956 |
| | $ | 4,355,610 |
| | $ | 3,084,905 |
| | $ | 2,338,212 |
| | $ | 1,884,806 |
|
| Cost of revenues | 1,177,275 |
| | 1,275,730 |
| | 1,175,934 |
| | 1,077,449 |
| | 928,835 |
|
| Gross profit | 4,083,681 |
| | 3,079,880 |
| | 1,908,971 |
| | 1,260,763 |
| | 955,971 |
|
| Total operating expenses | 2,253,888 |
| | 1,680,958 |
| | 1,122,174 |
| | 789,928 |
| | 666,497 |
|
| Operating income | 1,829,793 |
| | 1,398,922 |
| | 786,797 |
| | 470,835 |
| | 289,474 |
|
| Total other expense | 67,924 |
| | 31,128 |
| | 40,514 |
| | 28,533 |
| | 13,369 |
|
Income tax expense (benefit)(1) | 337,832 |
| | 308,663 |
| | 218,141 |
| | (47,168 | ) | | 90,171 |
|
| Equity in income (loss) income of investees | — |
| | — |
| | — |
| | 2 |
| | (310 | ) |
Net income(1) | 1,424,037 |
| | 1,059,131 |
| | 528,142 |
| | 489,472 |
| | 185,624 |
|
Net income attributable to noncontrolling interests(2) | 4,471 |
| | 2,760 |
| | 601 |
| | — |
| | 3,378 |
|
Net income applicable to common stockholders (1) | 1,419,566 |
| | 1,056,371 |
| | 527,541 |
| | 489,472 |
| | 182,246 |
|
Net income applicable to common stockholders per basic common share(1) | 28.48 |
| | 21.27 |
| | 11.00 |
| | 11.54 |
| | 4.64 |
|
Net income applicable to common stockholders per diluted share(1) | 27.66 |
| | 20.63 |
| | 10.35 |
| | 9.88 |
| | 3.74 |
|
| Total assets | 6,569,742 |
| | 3,970,671 |
| | 2,905,953 |
| | 1,834,224 |
| | 1,312,421 |
|
Long-term obligations, redeemable noncontrolling interests(3) | 1,731,385 |
| | 788,218 |
| | 621,624 |
| | 263,708 |
| | 459,928 |
|
| Total liabilities | 2,457,825 |
| | 1,191,971 |
| | 1,046,828 |
| | 476,610 |
| | 538,520 |
|
| Total stockholders’ equity | 3,896,975 |
| | 2,574,295 |
| | 1,813,336 |
| | 1,321,629 |
| | 698,826 |
|
|
| | | | | | | | | | | | | | | | | | | |
| | 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. |
The Company recorded non-cash income tax benefits for the year endedimpact of these adjustments to long-term obligations resulted in decreases of $142.4 million, $1.4 million, $0.4 million at December 31, 2009, resulting from the reversal2014, 2013 and 2012, respectively, and an increase of a portion of its valuation allowance on its deferred tax assets related to net operating loss carryforwards of $183.3 million.
(2)In September 2008, the Company repurchased all of the remaining outstanding shares underlying noncontrolling interests in priceline.com International Limited. Redeemable noncontrolling interests beginning in 2010 relates$3.3 million at December 31, 2011. See Note 2 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%.Consolidated Financial Statements for further information on this new accounting update.
| |
(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. |
(3)Includes convertible debt which is classified as a current liability.
Item 7. Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our financial statements,Consolidated Financial Statements, including the notes to those statements, included elsewhere in this Annual Report on Form 10-K, and the Section entitled "Special Note Regarding Forward-Looking Statements" in this Annual Report on Form 10-K. As discussed in more detail in the Section entitled "Special Note Regarding Forward-Looking Statements," this discussion contains forward-looking statements which involve risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause those differences include those discussed in "Risk Factors" and elsewhere in this Annual Report on Form 10-K.
We evaluate our results of operations on both an as reported and constant currency basis. We calculate constant currency by converting our current-period financial results for transactions recorded in currencies other than U.S. Dollars using the prior-period monthly average exchange rates rather than the current-period monthly average exchange rates.
Overview
We are ahelp people experience the world by providing consumers, travel service providers and restaurants with leading travel and restaurant reservation and related services. Through our online travel company that offers our customers hotel andcompanies ("OTCs"), we connect consumers wishing to make travel reservations with providers of travel services around the world. We are the leader in the worldwide online accommodation reservation market based on room nights booked. We offer consumers a broad array of accommodation reservations at over 295,000 properties worldwide (as of February 25, 2013)(including hotels, bed and breakfasts, hostels, apartments, vacation rentals and other properties) through theour Booking.com, priceline.com and Agoda.comagoda.com brands. In the United States, weOur priceline.com brand also offer our customersoffers consumers reservations for car rentals,rental cars, airline tickets, vacation packages destination services and cruises through the priceline.com brand.cruises. We offer rental car rental reservations worldwide through rentalcars.com. We also allow consumers to easily compare airline ticket, hotel reservation and rental car reservation information from hundreds of travel websites at once through KAYAK. We provide restaurants with reservation management services and consumers with the ability to make restaurant reservations at participating restaurants through OpenTable, a leading provider of online restaurant reservations. We refer to our company and all of our subsidiaries and brands, including Booking.com, priceline.com, KAYAK, agoda.com, rentalcars.com, (formerly knownOpenTable and various smaller brands, collectively as TravelJigsaw)."The Priceline Group," the "Company," "we," "our" or "us."
We launched our business in the United States in 1998 under the priceline.com brand and have since expanded our operations to include five other primary, independently operated brands: Booking.com, Agoda.comKAYAK, agoda.com, rentalcars.com and rentalcars.com, which are independently managed and operated international brands.OpenTable. Our principal goal is to servehelp people experience the world by serving both consumers and our customerstravel service provider and restaurant partners with worldwide leadership in online hotel, accommodationreservation and rental car reservations.related services. Our business is driven primarily by international results.results, which consist of the results of Booking.com, agoda.com and rentalcars.com and the results of the internationally-based websites of KAYAK and OpenTable (in each case regardless of where the consumer resides, where the consumer is physically located while making a reservation or the location of the travel service provider or restaurant). During the year ended December 31, 2012,2015, our international business (the substantial majority of which is generated by Booking.com) represented approximately 82%88% of our gross bookings (an operating and statistical metric referring to the total dollar value, generally inclusive of all taxes and fees, of all travel services purchasedbooked by our customers)customers, net of cancellations), approximately 86% of our consolidated gross profit and approximately 92%94% of our consolidated operating income. Given that our international business is primarily comprised of hotel reservation services, and that hotel reservations also represent aA significant majority of our domestic business, gross profit is earned in connection with facilitating accommodation reservations. See Note 17 to the reservation of hotel room nights represents a substantial majorityConsolidated Financial Statements for more geographic information.
We derive substantially all of our gross profit.profit from the following sources:
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.
Our priceline.com brand in the United States offers merchant Name Your Own Price® opaque travel services, (sometimes referred to as "opaque" travel services because certain elements of the service are not disclosed to the customer prior to booking), which are recorded in revenue on a "gross" basis and have associated cost of revenue. Retail, or price-disclosed, travelAll of our other services (including semi-opaque travel services) offered by both our U.S. and international brands are recorded in revenue on a "net" basis and have no associated cost of revenue. Therefore, revenue increases and decreases are impacted by changes in the mix of our revenues between Name Your Own Price® travel services and retail travelother services. Gross profit reflects the commission or net margin earned for bothall of our services. Consequently, gross profit is an important measure to evaluate growth in our business because, in contrast to our revenues, it is not affected by the different methods of recording revenue and cost of revenue between our Name Your Own Price® travel reservation services and retail travelour other services. Consequently, gross profit has become an increasingly important measure of evaluating growth in our business. At present, we derive substantially all of our gross profit from the following sources:
Commissions earned from facilitating reservations of price-disclosed hotels, rental cars, cruises and other travel services;
Transaction gross profit and customer processing fees from our price-disclosed hotel, rental car, and vacation package reservation services;
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• | Transaction gross profit and customer processing fees from our Name Your Own Price® hotel, rental car and airline ticket reservation services;
|
| |
• | Global distribution system ("GDS") reservation booking fees related to our Name Your Own Price® hotel, rental car and airline ticket reservation services, and price-disclosed airline ticket and rental car services; and
|
Other gross profit derived primarily from selling advertising on our websites.Trends
Over the last several years we have experienced strong growth in the number of hotel room night reservations booked through our hotelaccommodation reservation services. We believe this growth is the result of, among other things, the broader shift of travel purchases from offline to online, the widespread adoption of mobile devices, the high growth of travel overall in emerging markets such as Asia-Pacific and South America, and the continued innovation and execution by our teams around the world to build hotelaccommodation supply, content and distribution and to improve the customerconsumer experience on our websites. We experienced strongwebsites and mobile apps. These year-over-year growth rates have generally decelerated in recent years, though that growth has generally decelerated.years. For example, infor the fourth quarter of 2012,year ended December 31, 2015, our hotelaccommodation room night reservation growth was 38%25%, a substantial deceleration from 53%28% in the fourth quarter of 2011.2014, 37% in 2013 and 40% in 2012. Given the sheer size of our hotel reservation business, we believe it is highly likelyexpect that our year-over-year growth rates will continue to decelerate, though the rate of deceleration may not be consistent. For example, our fourth quarter 2012 room-night growth of 38% reflects slight acceleration from 36% in the
third quarter of 2012, driven in part by high rates of growth in Asia-Pacific and South America, which typically represent a larger proportion of our business in the fourth quarter based on seasonality. However, we expect the long term deceleration trend to continue, and we therefore expect to experience further deceleration in growth rates in the first quarter of 2013 and beyond.fluctuate.
Many governments around the world, including the U.S. government and certain European governments, are operating at very large financial deficits. Failure to reach political consensus regarding workable solutions to these issues has resulted in a high level of uncertainty regarding the future economic outlook. This uncertainty, as well as concern over governmental austerity measures including higher taxes and reduced government spending, could impair consumer spending and adversely affect travel demand. Over recent quarters, we have experienced declines in transaction growth rates and weaker trends in hotel average daily rates ("ADRs") across many regions of the world, particularly in those European countries that appear to be most affected by economic uncertainties. We believe that these business trends are likely impacted by weak economic conditions and sovereign debt concerns. The uncertainty of macro-economic factors and their impact on consumer behavior across regions, which may differ, makes it more difficult to forecast industry and consumer trends and the timing and degree of their impact on our markets and business, which in turn could adversely affect our ability to effectively manage our business and adversely affect our results of operations.
Large, established Internet search engines with substantial resources and expertise in developing online commerce and facilitating Internet traffic are creating - and we believe intend to further create - inroads into online travel, both in the United States and internationally. For example, following its acquisition of ITA Software, Inc., a major flight information software company, Google launched a flight search tool that enables consumers to find fares, schedules and availability directly on Google and excludes participation by online travel agents ("OTAs") such as us within the search results. Google has also invested in HomeAway, a publicly traded vacation home rental service, and launched "Hotel Finder," a utility that allows consumers to search and compare hotel accommodations based on parameters set by the consumer and that Google has at times placed at or near the top of hotel-related search results. In addition, Microsoft has launched Bing Travel, which searches for airfare and hotel reservations online and predicts the best time to purchase them. "Meta-search" services leverage their search technology to aggregate travel search results for the consumer's specific itinerary across travel service provider (e.g., airlines or hotels), OTA and other websites and, in many instances, compete directly with us for customers. Furthermore, certain travel service providers limit OTA participation within the meta-search results. Some meta-search services that offer consumers the ability to make hotel reservations directly through their websites may evolve into more traditional OTAs. Meta-search services intend to appeal to consumers by showing more detailed travel search results, including specific information for their own itineraries than may be available through OTAs or other websites, which could lead to travel service providers or others gaining a larger share of search traffic or may ultimately lead to search engines executing transactions within their own websites. If Google (the largest search engine in the world), Bing or other leading search engines refer significant traffic to these or other travel services that they develop in the future, or otherwise favor supplier websites or other travel service websites over OTAs, including us, or if meta-search or travel research services limit our participation within their search results, it would likely become more difficult and expensive for us to generate traffic to our websites and therefore to maintain or grow our market share, which could have a material adverse effect on our business and results of operations.
Several major hotel companies, comprising Choice Hotels International, Hilton Worldwide, Hyatt, InterContinental Hotels Group, Wyndham Hotel Group, Marriott, La Quinta and Millennium, launched Room Key, an online hotel reservation service that competes directly with our hotel reservation services. The hotel companies that own Room Key have a stated goal of driving consumers directly to their brand websites, thus reducing the share received by OTAs. They may also attempt to improve their competitive position by offering lower room rates, better room availability or additional features or amenities through Room Key than are available through services like ours. If Room Key is successful, our share of the online hotel room night reservation market could be negatively affected and our business could suffer.
There has been a proliferation of new channels through which hotels can offer hotel room reservations. For example, some hotels offer room reservations through “daily deal” websites such as Groupon and Living Social, which sell coupons to customers at a substantial discount. In 2011, Expedia, one of our largest competitors, entered into a partnership with Groupon to sell hotel room reservations to Groupon customers under the “Groupon Getaways” brand name. New entrants, such as BackBid, GuestMob and Tingo, as well as Hipmunk and Room 77, have developed new and differentiated offerings that endeavor to provide savings on hotel rooms to consumers and that compete directly with us. If any of these new services are successful, we may experience less demand for our services and are likely to face more competition for access to the limited supply of discounted hotel room rates.
Widespread adoption of mobile devices, such as the iPhone, Android-enabled smart phones, and tablets such as the iPad, coupled with the improved web browsing functionality and development of thousands of useful “apps” available on these devices, is driving substantial traffic and commerce activity to mobile platforms. We have experienced a significant shift of
business to mobile platforms and our advertising partners are also seeing a rapid shift of traffic to mobile platforms. Our major competitors and certain new market entrants are offering mobile applications for travel products and other functionality, including proprietary last-minute discounts for hotel bookings. Advertising and distribution opportunities may be more limited on mobile devices given their smaller screen sizes. The gross profit earned on a mobile transaction may be less than a typical desktop transaction due to different consumer purchasing patterns. For example, hotel reservations made on a mobile device typically are for shorter lengths of stay and are not made as far in advance. We have made significant progress creating mobile offerings, which have received strong reviews, solid download trends, and are driving a material and increasing shares of our business. We believe that mobile bookings present an opportunity for growth and are necessary to maintain and grow our business as consumers increasingly turn to mobile devices instead of a personal computer and to mobile applications instead of a web browser. If we are unable to continue to rapidly innovate and create new and differentiated mobile offerings, and efficiently and effectively advertise and distribute on these platforms, we could lose market share to existing competitors or new entrants.
Apple, Inc., one of the most successful companies in the world and producer of, among other things, the iPhone and iPad, recently obtained a patent for "iTravel," a mobile app that would allow a traveler to check in for a travel reservation. In addition, Apple's most recent iPhone operating system includes "Passbook," a virtual wallet app that holds tickets, boarding passes, coupons and gift cards, and along with iTravel, may be indicative of Apple's intent to enter the travel reservations business in some capacity. Apple has substantial market share in the smart phone category and controls integration of offerings, including travel services, into its mobile operating system. Apple also has more experience producing and developing mobile apps and has access to greater resources, than we have. Apple may use or expand iTravel, Passbook, Siri (Apple's voice recognition “concierge” service) or another mobile app as a means of entering the travel reservations marketplace. Similarly, Google's Android operating system is the leading smartphone operating system in the world. As a result, Google could leverage its Android operating system to give its travel services a competitive advantage, either technically or with prominence on its Google Play app store or within its mobile search results. To the extent Apple or Google use their mobile operating systems or app distribution channels to favor their own travel service offerings, our business could be harmed.
We use online search engines, price comparison and travel research services, and affiliate marketing as primary means of generating traffic to our websites. As a result, our online advertising expense has increased significantly in recent years, a trend we expect to continue. In addition, our online advertising has grown faster than our gross profit due to (1) brand mix within the Priceline Group, (2) channel mix within our brands and (3) recently, lower returns on investment (“ROIs”) from our online advertising. Our international brands are growing faster than our priceline.com U.S. brand, and spend a higher percentage of gross profit on online advertising. Furthermore, our brands are generally obtaining an increasing share of traffic through paid online advertising channels. Finally, our online advertising ROIs have recently been down year-over-year.
Advertising efficiency is impacted by a number of factors that are subject to variability, including without limitation, ADRs, costs per click, cancellation rates, foreign exchange rates and the extent to which we are successful in converting paid traffic to booking customers and then having customers return directly to our websites and mobile apps for future bookings.
International Trends. The size of the travel market outside of the United States is substantially greater than that within the United States. Historically, Internet adoption ratesuse and e-commerce adoption ratesactivity of international consumers have trailed thosethat of consumers in the United States. However, international consumers are rapidlyincreasingly moving to online means for purchasing travel. Accordingly, recent international online travel growth rates have substantially exceeded, and are expected to continue to exceed, the growth rates within the United States. We expect that over the long-term,long term, international online travel growth rates will follow a similar trend to that experienced in the United States. In addition, the base of hotel properties in Europe and Asia is particularly fragmented compared to that in the United States, where the hotel market is dominated by large hotel chains. We believe online reservation systems like ours may be more appealing to small chains and independent hotels more commonly found outside of the United States. Our growth has primarily been generated by our international hotelWe believe these trends and factors have enabled us to become the leading online accommodation reservation service brands, Booking.com and Agoda.com. Booking.com, our most significant brand, includes over 275,000 hotels and accommodations on its websiteprovider in the world as of February 25, 2013 (updated property counts are available on the Booking.com website). Booking.com has added properties over the past year in its core European market as well as higher-growth markets such as North America (which is a newer market for Booking.com), Asia-Pacific and South America. An increasing amount of our business from both a destination and point-of-sale perspective is conducted in these newer markets which are growing faster than our overall growth rate.measured by room nights booked. We believe that the opportunity to continue to grow our business exists for the markets in which we operate. We believe these trends and factors have enabled us to become the leading online hotel and
Our growth has primarily been generated by our worldwide accommodation reservation service providerbrand, Booking.com, which is our most significant brand, and has been due, in part, to the worldavailability of a large and growing number of directly bookable properties through Booking.com. Booking.com included over 850,000 properties on its website as measured by room nights booked.of February 15, 2016, which included approximately 390,000 vacation rental properties (updated property counts are available on the Booking.com website), and compares to over 635,000 properties (including approximately 269,000 vacation rental properties) a year ago. In September 2015, Booking.com changed the way it calculates property counts. As a result, properties that are contracted with Booking.com but temporarily do not have availability on Booking.com (for example properties that are closed during their off-peak season or for renovations) will remain included in Booking.com's property counts during these temporary periods. Booking.com previously excluded properties that were temporarily unavailable for booking. We believe that continuously including them provides a more consistent and useful property count. We believe that continuing to expand the number and variety of accommodations available through our services, in particular Booking.com, will help us to continue to grow our accommodation reservation business.
As our international business represents the substantial majority of our financial results, we expect to continue to see our operating expensesresults and other financial metrics to continue to be largely driven by international performance. For example, certain newer markets in which we operate that are in earlier stages of development have lower operating margins compared to more mature
markets, which could have a negative impact on our overall margins as these markets increase in size over time. Also, we intend to continue to invest in adding accommodations available for reservation on our websites, including hotels, bed and breakfasts, hostels and vacation rentals. Vacation rentals generally consist of, among others, properties to our websites.categorized as single-unit and multi-unit villas, apartments, "aparthotels" (which are apartments with a front desk and cleaning service) and chalets and are generally self-catered (i.e., include a kitchen), directly bookable properties. The approximately 390,000 vacation rental properties on Booking.com's website as of February 15, 2016 (updated property counts are available on the Booking.com's website) represent approximately 1.9 million instantly bookable and confirmable units within these properties. Many of the newer propertiesaccommodations we add to our travel reservation services, especially in highly penetrated markets, may have fewer rooms, lower ADRsaverage daily rates ("ADRs") or higher credit risk and may appeal to a smaller subset of customers (for example,consumers (e.g., hostels and bed and breakfasts), and therefore may also negatively impact our marginsmargins. For example, because a vacation rental is either a single unit or a small collection of independent units, vacation rental properties represent more limited booking
opportunities than non-vacation rental properties, which generally have more units to rent per property. Our non-hotel accommodations in general may be subject to increased seasonality due to local tourism seasons, weather or other factors. As we increase our non-hotel accommodation business, these different market characteristics could negatively impact our profit margins; and, to the extent these properties represent an increasing percentage of the properties added to our websites, we expect that our gross bookings growth rate and property growth rate will continue to diverge over time.time (since each such property has fewer booking opportunities). As a result of the foregoing, as the percentage of non-hotel accommodations increases, we expect that the number of reservations per property will likely continue to decrease.
Another impactConcerns persist about the outlook for the global economy in general, including the European Union, with recent declines in broad Eurozone economic indicators raising fears about the pace of economic growth and the risk of deflation. In addition, many governments around the world, including the U.S. government and certain European governments, continue to operate at large financial deficits, resulting in high levels of sovereign debt in such countries. Greece, Ireland, Portugal and certain other European Union countries with high levels of sovereign debt at times have had difficulty refinancing their debt. Failure to reach political consensus regarding workable solutions to these issues has resulted in a high level of uncertainty regarding the future economic outlook. This uncertainty, as well as concern over governmental austerity measures including higher taxes and reduced government spending, could impair consumer spending and adversely affect travel demand. At times, we have experienced volatility in transaction growth rates and cancellation rates and weaker trends in hotel ADRs across many regions of the sizeworld, particularly in those European countries that appear to be most affected by economic uncertainties. We believe that these business trends are likely impacted by weak economic conditions and sovereign debt concerns. Similarly, while China's economy experienced rapid growth over the past 20 years, growth of the Chinese economy slowed in 2015 and concerns about its future growth have had an adverse impact on financial markets, currency exchange rates and other economies. Disruptions in the economies of such countries could cause, contribute to or be indicative of deteriorating macro-economic conditions, which in turn could negatively affect travel to or from such countries or the travel industry in general and therefore have an adverse impact on our results of operations.
Greece, in particular, has recently faced and continues to face significant economic challenges, in large part due to its high levels of sovereign debt and difficulties refinancing that debt. This may increase the likelihood that Greece, and in turn other countries, could exit the European Union, which could lead to added economic uncertainty and further devaluation or eventual abandonment of the Euro common currency. These and other macro-economic uncertainties, such as sovereign default risk becoming more widespread, declining oil prices and geopolitical tensions, have led to significant volatility in the exchange rate between the Euro, the U.S. Dollar and other currencies. In March 2015, the European Central Bank, in an effort to stimulate the European economy, launched a quantitative easing program to purchase public debt.
As noted earlier, our international business is our exposure to foreign currency exchange risk. Because we are conductingrepresents a substantial majority of our business outside the United States and are reportingfinancial results. Therefore, because we report our results in U.S. Dollars, we face exposure to adverse movements in currency exchange rates as the financial results of our international businessbusinesses are translated from local currency (principally the EuroEuros and the British PoundPounds Sterling) into U.S. Dollars upon consolidation. For example, a strengthening ofDollars. The U.S. Dollar significantly strengthened against the Euro increasesduring 2014, moving from an exchange rate of 1.38 U.S. Dollars per Euro as of January 1, 2014 to 1.21 U.S. Dollars per Euro as of December 31, 2014. The U.S. Dollar strengthened further in 2015 to an exchange rate of 1.09 U.S. Dollars per Euro as of December 31, 2015. The U.S. Dollar also strengthened significantly during this time frame as compared to many other currencies. As a result, our Euro-denominatedforeign currency denominated net assets, gross bookings, gross profit, operating expenses and net income as expressed in U.S. Dollars, while a weakening of the Euro decreases our Euro-denominated net assets, gross bookings, gross profit, operating expenses, and net incomehave been negatively impacted as expressed in U.S. Dollars. Greece, Ireland, PortugalSince our expenses are generally denominated in foreign currencies on a basis similar to our revenues, our operating margins are not significantly impacted by currency fluctuations. The aggregate principal value of our Euro-denominated 2022 Notes, 2024 Notes and certain other European Union countries with high levels of sovereign debt have had difficulty refinancing their debt. Concern around devaluation or abandonment2027 Notes, and accrued interest thereon, provide a natural hedge of the net assets of certain of our Euro commonfunctional currency or that sovereign default risk may be more widespread and could includesubsidiaries.
Gross profit from our international operations grew year-over-year on a constant currency basis by approximately 28% for the United States, has ledyear ended December 31, 2015 compared to significant volatilitythe year ended December 31, 2014, but, as a result of the impact of changes in currency exchange rates, grew 11.6% for the exchange rate between the Euro, theyear ended December 31, 2015, as reported in U.S. Dollar and other currencies.Dollars. We generally enter into derivative instruments to minimize the impact of short-term currency fluctuations on our consolidated operating results. However, such derivative instruments are short term in nature and not designed to hedge against currency fluctuationfluctuations that could impact our foreign currency denominated gross bookings, revenuerevenues or gross profit (see Note 5 to the Consolidated Financial Statements for additional information on our derivative contracts). For example, while revenue from our international business grew year-over-year on a local currency basis by approximately 48% for the year ended December 31, 2012 compared to the same period
Significant fluctuations in 2011, as a result of the negative impact of currency exchange rates, revenuestock markets and oil prices can also impact consumer travel behavior. Consumers traveling from a country whose currency has weakened against other currencies may book lower ADR accommodations, choose to shorten or cancel their international travel plans or choose to travel domestically rather than internationally, any of which could adversely affect our international business as reportedgross bookings, revenues and results of operations, in particular when expressed in U.S. Dollars grew 39%Dollars. For example, the strengthening of the U.S. Dollar relative to the Euro in 2015 resulted in it
becoming more expensive for Europeans to travel to the United States. Similarly, dramatic depreciation of the Russian Ruble in 2014 and 2015 resulted in it becoming more expensive for Russians to travel to Europe and most other non-Ruble destinations. In addition, although lower oil prices may lead to increased travel activity as consumers have more discretionary funds and airline fares decrease, recent declines in oil prices and stock market volatility may be indicative of broader macro-economic weakness, which in turn could negatively affect the travel industry and our business.
The uncertainty of macro-economic factors, the volatility in foreign exchange rates and their impact on consumer behavior, which may differ across regions, makes it more difficult to forecast industry and consumer trends and the timing and degree of their impact on our markets and business, which in turn could adversely affect our ability to effectively manage our business and adversely affect our results of operations.
We compete with both online and traditional travel and restaurant reservation and related services. The market for the year ended December 31, 2012.services we offer is intensely competitive, a trend we expect to continue, and current and new competitors can launch new services at a relatively low cost. We currently, or may potentially in the future, compete with a variety of companies, including:
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.
Domestic TrendsFor more detail regarding the competitive trends and risks we face, see Part I Item 1 Business - "Competition" and Part I Item 1A Risk Factors - ". Competition in domestic online travel remains intense and online travel companies are creating new promotions and consumer value features in an effort to gain competitive advantages. In particular, theIntense competition to provide "opaque" hotel reservation services to consumers, an area in whichcould reduce our priceline.com U.S. business has been a leader, has become more intense. For example, Expedia makes opaque hotel room reservations available on its principal website under the name "Expedia Unpublished Rates" and has supported this initiative with steeper discounts through lower margins. As with our Name Your Own Price® hotel booking service, the name of the hotel is not disclosed until after booking. We believe these offerings, in particular "Expedia Unpublished Rates", have adversely impacted the market share and year-over-yearharm our financial performance." and "Consumer adoption and use of mobile devices create new challenges and may enable device companies such as Apple to compete directly with us."
During 2015, Expedia acquired Travelocity, Orbitz and HomeAway. To the extent these acquisitions enhance Expedia's ability to compete with us, in particular in the United States, which is Expedia's, Travelocity's, Orbitz's and HomeAway's largest market, our market share and results of operations could be adversely affected.
Widespread adoption of mobile devices, such as the iPhone, Android-enabled smart phones and tablets such as the iPad, coupled with the web browsing functionality and development of thousands of useful "apps" available on these devices, is driving substantial online traffic and commerce to mobile platforms. We have experienced a significant shift of business to mobile platforms and our advertising partners are also seeing a rapid shift of traffic to mobile platforms. Our major competitors and certain new market entrants are offering mobile apps for travel products and other mobile functionality, including proprietary last-minute discounts for accommodation reservations. Advertising and distribution opportunities may be more limited on mobile devices given their smaller screen sizes. The gross profit earned on a mobile transaction may be less than a typical desktop transaction due to different consumer purchasing patterns. For example, accommodation reservations made on a mobile device typically are for shorter lengths of stay and are not made as far in advance. Further, given the device sizes and technical limitations of tablets and smart phones, mobile consumers may not be willing to download multiple apps
from multiple companies providing a similar service and instead prefer to use one or a limited number of apps for their mobile travel and restaurant research and reservation activity. As a result, the consumer experience with mobile apps as well as brand recognition and loyalty are likely to become increasingly important. Our mobile offerings have received generally strong reviews and are driving a material and increasing share of our business. We believe that mobile bookings present an opportunity for growth rateand are necessary to maintain and grow our business as consumers increasingly turn to mobile devices instead of a personal computer. If we are unable to continue to rapidly innovate and create new, user-friendly and differentiated mobile offerings and efficiently and effectively advertise and distribute on these platforms, or if our mobile offerings are not used by consumers, we could lose market share to existing competitors or new entrants and our business, future growth and results of operations could be adversely affected.
In addition, we have observed an increase in promotional pricing to closed user groups (such as loyalty program participants or consumers with registered accounts), including through mobile apps. If we are not as effective as our competitors in offering discounted prices to closed user groups or if we are unable to entice members of our competitors' closed user groups to use our services, our ability to grow and compete could be harmed. If we need to fund discounts out of our gross profit, our profitability could be adversely affected. Further, growth in discounted closed user group retail prices for hotel rooms lessens the price difference for members of closed user groups between a retail hotel reservation and an opaque hotel reservation, which we believe has led to fewer consumers using our opaque hotel reservation services. In addition, hotels typically make available only a limited number of hotel rooms for opaque services like those of our priceline.com business, especially during periods of high occupancy. Recent high hotel occupancy levels in the United States (which have had an adverse impact on our access to hotel rooms for our opaque hotel service, which experienced a decline in room night reservations in 2012 compared to 2011. This decline mayreservation services) and, we believe, the increased use by consumers of discounted closed user group retail prices for hotel rooms have been exacerbated by a shift innegatively affected our advertising in 2012 to focus on our non-opaqueopaque hotel reservation services. Thesegross profit.
We have established widely used and other competitors could also launch opaque rental car services, which could negatively impactrecognized e-commerce brands through aggressive marketing and promotional campaigns. Both our opaque Name Your Own Price® rental car service. In addition, some hotels offer discounted room reservations through "daily deal" websites such as Groupononline and Living Social. If Expedia or others are successfuloffline advertising expense has increased significantly in growing their opaque and semi-opaque hotel reservation services, and/or "daily deal" websites are successful in garneringrecent years, a sizable share of discounted hotel bookings,trend we may have less consumer demand forexpect to continue. During 2015, our opaque and semi-opaque hotel reservation services over time, and we would face more competition for accesstotal online advertising expense was approximately $2.8 billion, primarily related to the limited supplyuse of discounted hotel room rates. In an effortonline search engines (primarily Google), meta-search and travel research services and affiliate marketing to compete more effectively against these new offerings,generate traffic to our websites. We also invested approximately $215 million in 2012offline advertising during that period. We intend to continue a strategy of aggressively promoting brand awareness, primarily through online means although we launched Express Deals, a semi-opaque price-disclosed hotel reservation service. However, Express Deals may not be successful at recovering or growing lost hotel reservation service market share. As a result, we believealso intend to increase our share of the discount hotel reservation marketoffline advertising efforts, including by expanding offline campaigns into additional markets. For example, building on its first offline advertising campaign, which it launched in the United States in 2013, Booking.com has begun offline advertising campaigns in other markets, including Australia, Canada, the United Kingdom, Germany, France, Brazil and Japan. We have observed increased offline advertising by OTCs, meta-search services and travel service providers, particularly in North America, South America and Europe, which may make our offline advertising efforts more expensive and less effective.
Online advertising efficiency, expressed as online advertising expense as a percentage of gross profit, is impacted by a number of factors that are subject to variability and that are, in some cases, outside of our control, including ADRs, costs per click, cancellation rates, foreign exchange rates, our ability to convert paid traffic to booking customers and the extent to which consumers come directly to our websites or mobile apps for bookings. For example, competition for desired rankings in search results and/or a decline in ad clicks by consumers could further decrease.increase our costs-per-click and reduce our online advertising efficiency. From 2011 to 2013, our online advertising expense grew faster than our gross profit due to (1) year-over-year declines in online advertising returns on investment ("ROIs") and (2) brand mix within The Priceline Group as our international brands grew faster than our U.S. brands and spent a higher percentage of gross profit on online advertising. In 2014, these long-term trends continued, but were more than offset by the inclusion of KAYAK and OpenTable because they spend a lower percentage of gross profit on online advertising than our other brands. Also, our consolidated results exclude intercompany advertising by our brands on KAYAK since our acquisition of KAYAK in May 2013. In 2015, online advertising efficiency declined compared to the prior year, mainly due to lower ROIs. If Google changes how it presents travel search results or the manner in which it conducts the auction for placement among search results in a manner that is competitively disadvantageous to us, whether to support its own travel-related services or otherwise, our ability to efficiently generate traffic to our websites could be harmed. See Part I Item 1A Risk Factors- "We rely on online advertising channels to enhance our brand awareness and to generate a significant amount of traffic to our websites." and "Our business could be negatively affected by changes in Internet search engine algorithms and dynamics or traffic-generating arrangements."
While demand forThe national competition authorities ("NCAs") of many governments have begun investigations into competitive practices within the online travel servicesindustry, and we may be involved or affected by such investigations and their results. Various NCAs, including those in the United States continues to experience annualized growth, we believe that the domestic market shareFrance, Germany, Italy, Austria, Sweden, Ireland and Switzerland, opened investigations of third-party distributorsBooking.com's contractual parity arrangements with accommodation providers in those jurisdictions, and a number of other NCAs are looking at these issues. It is impacted in part by a concerted initiative by travel service providers to direct customers to their own websites in an effort to reduce distribution expenses and establish more direct control over their pricing. The launch of Room Key discussed above is demonstrative of such efforts. In addition, certain airlines have attempted to charge additional fees to customers who book airline reservations through an online channel other than their own website. Travel service providers who sell on their own websites typically do not charge a processing fee, and, in some instances, offer advantages such as web-only fares, bonus miles or loyalty points, which could make their offerings more attractive to consumers than models like ours.
Some travel service providers are encouraging third-party travel intermediaries, such as us, to develop technology to bypass the traditional GDSs, such as enabling direct connections to the travel suppliers or using alternative global distribution methods.uncertain how these issues will finally be resolved. For example, in 2011, we enabled a direct connection with American Airlines. During 2011, American Airlines content was temporarily unavailable on Expediathe French, Italian and Orbitz dueSwedish NCAs accepted commitments offered by Booking.com to disputes related to enabling a direct connection. We believe that this is consistent with an effort on the part of American Airlines,resolve and the airline industry in general, to reduce distribution costsclose their investigations and could be indicative of the airlines in general becoming more aggressive in requiring OTAs to implement direct connections. Development and implementation of the technology to enable additional direct connections to travel serviceBooking.com
providers could cause us to incur additional operating expenses, increasevoluntarily implemented these commitments throughout the frequency/durationEuropean Economic Area and Switzerland on July 1, 2015, which resolved the concerns of system problemsvarious other countries. However, in August 2015 France adopted legislation known as the "Macron Law" making price parity agreements illegal, including those that had been approved by the French NCA. For more information on these investigations and delay other projects. In addition, any additional migration toward direct connections would reduce the compensation we receive from GDSs.
Domestic airlines have reduced capacity and increased fares since the latter part of 2009, a trend which may continue. Decreases in capacity reduce the amount of airline tickets available, while significant increases in average airfares have adversely impacted leisure travel demand. Reduced airline capacity and demand negatively impact our priceline.com air ticket reservation business, which in turn has negative repercussionstheir potential effects on our priceline.com hotelbusiness, see Note 15 to our Consolidated Financial Statements and rental car businesses. Our rental carPart I Item 1A Risk Factors - "As the size of our business has also been impacted by an increase ingrows, we may become increasingly subject to the utilizationscrutiny of rental car fleets, resulting in less opaque rental car availability, which has negatively impactedanti-trust and competition regulators." To the extent that regulatory authorities impose fines or require changes to our Name Your Own Price® rental car service. We expect continued variability inbusiness practices or to those currently common to the breadthindustry or legislation is enacted with a similar effect, our business, competitive position and depthresults of discounted airline ticketsoperations could be materially and rental car rates made available to us in the future, depending onadversely affected. Negative publicity regarding any such investigations could adversely affect our brand and therefore our market conditions from time to time.share and results of operations.
Seasonality.
A meaningful amount of retailour gross bookings are generated early in the year, as customers plan and reserve their spring and summer vacations in Europe and North America. From a cost perspective, we expense the substantial majority of our advertising activities as the expense is incurred, which is typically in the quarter in which reservations are booked. However, we generally do not recognize associated revenue until future quarters when the travel occurs. From a cost perspective, we expense the substantial majority of our advertising activities as they are incurred, which is typically in the quarter in which bookings are generated. As a result, we typically experiencehave historically experienced our highest levels of profitability in the second and third quarters of the year, which is when we experience the highest levels of booking and travel consumptionaccommodation checkouts for the year for our European and North American and European businesses. However, weWe experience the highest levels of booking and travel consumption for our Asia-Pacific and South American businesses in the first and fourth quarters. Therefore, ifAs these businesses continue to growhave generally been growing faster than our European and North American and European businesses, our operating results for the first and fourth quartersquarter of the year mayhave become more significant over time as a percentage of full year operating results. In addition, our Name Your Own Price® services are generally non-refundable in nature, and accordingly, we recognize travel revenue at the time a booking is generated. However, we recognize revenue generated from our retail hotel services at the time that the customer checks out of the hotel. Therefore, if our retail hotel business continues to grow faster than our Name Our Own Price®services, we expect our quarterly results to become increasingly impacted by these seasonal factors.
In addition, the date on which certain holidays fall can have an impact on our quarterly results. For example, in 2013 our second quarter year-over-year growth rates in revenue, gross profit, operating income and operating margins were adversely affected by Easter falling in the first quarter instead of the second quarter, as it did in 2012. Conversely, our second quarter 2014 year-over-year growth rates in revenue, gross profit, operating income and operating margins were favorably impacted by Easter falling in the second quarter instead of the first quarter, as it did in 2013. Similarly to 2013, in 2016 Easter will fall in the first quarter instead of the second quarter, and will therefore likely have a positive effect on our first quarter 2016 year-over-year growth rates and a negative effect on our second quarter 2016 year-over-year growth rates as compared to the same periods in 2015 when Easter fell in the second quarter.
The impact of seasonality can be exaggerated in the short term by the gross bookings growth rate of the business. For example, in periods where our growth rate substantially decelerates, our operating margins typically benefit from relatively less variable advertising expense. In addition, gross profit growth is typically less impacted in the near term due to the benefit of revenue related to reservations booked in previous quarters.
Other Factors.
We believe that our future success will dependdepends in large part on our ability to continue to profitably grow our brands worldwide, and, over time, to offer other travel and travel-related services and further expand into other international markets. Factors beyond our control, such as worldwide recession, higher oil prices, terrorist attacks, unusual weather patterns, natural disasters such as earthquakes, hurricanes, tsunamis, floods and volcanic eruptions, (such as the April 2010 eruption of a volcano in Iceland), travel relatedtravel-related health concerns including pandemics and epidemics such as Ebola, Zika, Influenza H1N1, avian bird flu, SARS and SARS,MERS, political instability, regional hostilities, imposition of taxes or surcharges by regulatory authorities or travel relatedtravel-related accidents, could adversely affect our business and results of operations and impair our ability to effectively implement all or some of the initiatives described above.
operations. For example, our business and operations were negatively impacted by the terror attacks in late 2012Paris in November 2015; Hurricane Sandy, which disrupted travel in the northeastern United States. In early 2011, Japan was struck byStates in late 2012; a major earthquake, tsunami and nuclear emergency. In October 2011,emergency in Japan in 2011; severe flooding in Thailand a key market for our Agoda.com businessin October 2011; and the Asian business of Booking.com, negatively impacted booking volumes and cancellation rates in this market. In addition, in early 2010, Thailand experienced disruptive civil unrest which caused the temporary relocation of Agoda.com's Thailand-based operations.in Thailand in 2010 and 2014. In addition, MERS had an adverse impact on our business in northeast Asia in 2015. Future terrorist attacks, natural disasters, health concerns or civil or political unrest could further disrupt our business and operations.
We intend to continue to invest in marketing and promotion, technology and personnel within parameters consistent with attempts to improve long-term operating results, even if those expenditures create pressure on operating leverage.margins. We have experienced pressure on operating margins as we prioritize initiatives that drive growth. For example, we are investing in growth initiatives at OpenTable, including international expansion, and in building our BookingSuite partner-facing software services platform. We also intend to broaden the scope of our business, and to that end, we explore strategic alternatives from time to time in the form of, among other things, mergers and acquisitions. Our goal is to grow gross profit and achieve healthy operating margins in an effort to maintain profitability. The uncertain environment described above makes the prediction of future results of operations difficult, and accordingly, we may not be able to sustain gross profit growth and profitability.
In November 2012, we entered into a definitive agreement to acquire KAYAK Software Corporation, a leading travel meta-search service, in a stock and cash transaction. Under the terms of the agreement, the transaction values KAYAK at $1.8 billion ($1.65 billion net of cash acquired) or $40 per share of KAYAK common stock, with $500 million to be paid in cash, which is expected to be made from cash on hand in the United States, and $1.3 billion to be paid in shares of our common stock and assumed stock options (subject to a volume-weighted average trading price calculation and a collar on the value of our common stock). The transaction is expected to be completed in the first half of 2013, pending approval from relevant regulatory authorities and KAYAK shareholders.
Critical Accounting Policies and Estimates
Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon theour Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.States. Our significant accounting policies and estimates are more fully described in Note 2 to the Consolidated Financial Statements. Certain of our accounting policies and estimates are particularly important to our financial position and results of operations and require us to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. In applying those policies, our management uses its judgment to determine the appropriate assumptions to be used in the determination of certain estimates. On an on-goingongoing basis, we evaluate our estimates, including those related to the items described below. Those estimates are based on, among other things, historical experience, terms of existing contracts, our observance of trends in the travel industry and on various other assumptions that we believe to be reasonable under the circumstances. Our actual results may differ from these estimates under different assumptions or conditions. Our significantcritical accounting policies that involve significant estimates and judgments of management include the following:
Accounting for State and Local "Hotel Occupancy" Taxes. As discussed in Note 16 to the Consolidated Financial Statements, we are currently involved in approximately forty lawsuits brought by or against states, cities and counties over issues involving the payment of hotel occupancy and other related taxes (e.g., state and local sales tax and general excise tax) and our merchant hotel business. We are also involved in one consumer lawsuit relating to, among other things, the payment of hotel occupancy taxes and service fees. In addition, over seventy municipalities or counties, and at least eight states, have initiated audit proceedings (including proceedings initiated by more than forty municipalities in California), issued proposed tax assessments or started inquiries relating to the payment of hotel occupancy and other related taxes. Additional state and local jurisdictions are likely to assert that we are subject to, among other things, hotel occupancy and other related taxes and could seek to collect such taxes, retroactively and/or prospectively. Historically, we have not collected hotel occupancy or other taxes on the gross profit earned from merchant hotel transactions; however, in a handful of jurisdictions, we have been recently required by passage of a new statute or court order, to start collecting and remitting certain taxes (local occupancy and/or sales or excise tax) imposed upon our margin and/or service fee. The ultimate resolution of these matters in all jurisdictions cannot be determined at this time. We have established an accrual for potential resolution of issues related to hotel occupancy and other related taxes for prior and current periods, consistent with applicable accounting principles and in light of all current facts and circumstances. We accrue for legal contingencies where it is probable that a loss has occurred and the amount can be reasonably estimated; our legal expenses for these matters are expensed as incurred and are not reflected in the amount accrued. A variety of factors could affect the amount of the liability (both past and future), which factors include, but are not limited to, the number of, and amount of gross profit represented by, jurisdictions that ultimately assert a claim and prevail in assessing such additional tax or negotiate a settlement and changes in relevant statutes. The ultimate resolution of these matters may be greater or less than the liabilities recorded.
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, 2012, 20112015, 2014 and 20102013 includes charges amounting to $0.9$22.6 million, $10.3$20.6 million and $13.4$24.1 million, respectively, representing the cumulative 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.
We record stock-based compensation expense net of estimated forfeitures. In determining the estimated forfeiture rates, we periodically review actual and projected forfeitures. To the extent that actual or projected forfeiture rates differ from current estimates, such amounts are recorded as a cumulative adjustment in the period in which the estimate is revised.
Valuation of Goodwill, Long-Lived Assets and Intangibles. We have recorded goodwill relatedThe application of the purchase method of accounting for business combinations requires the use of significant estimates and assumptions to businessesdetermine the fair value of the assets acquired and liabilities assumed. Our estimates of the fair value are based upon assumptions that we have acquired.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 reviewed at least annuallyassigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date.
We review goodwill for impairment using appropriate valuation techniques. In the event that futureannually and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. As of September 30, 2015, we performed a quantitative test for all of our reporting units using standard valuation techniques and concluded that anythere was no impairment of goodwill. A substantial portion of our goodwill is impaired, an impairment charge would be recorded.
A substantial amount of ourintangibles and goodwill relates to our acquisitionacquisitions of Booking.com. The estimatedOpenTable in July 2014 and KAYAK in May 2013. Other than OpenTable, the fair value for Booking.com, as well asvalues of our other reporting units is substantially in excess ofexceeded their respective carrying values.values as of September 30, 2015. Since the annual impairment test in September 2012,2015, there have been no events or changes in circumstances to indicate a potential impairment.
ValuationAs of Long-Lived AssetsSeptember 30, 2015, OpenTable’s carrying value was $2.5 billion, of which $1.5 billion relates to goodwill. The fair value of OpenTable slightly exceeded its carrying value as of September 30, 2015. OpenTable’s fair value was determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and Intangibles. market approaches (EBITDA multiples of comparable
publicly-traded companies and for precedent transactions). We also performed sensitivity analysis, calculating estimated fair values using different rates for the weighted-average cost of capital in the income approach and different EBITDA multiples in our market approach. OpenTable’s estimated fair value remained in excess of its carrying value. Since the acquisition, we have invested, and intend to continue to invest, in OpenTable to accelerate its global expansion, increase the value offered to its restaurant partners and enhance the end-to-end experience for consumers across desktop and mobile devices. As expected, these investments resulted in lower OpenTable post-acquisition EBITDA compared to pre-acquisition levels. In addition, the time required to execute these investments has exceeded our initial expectations. Despite the delays, we continue to believe that these investments will result in significant future earnings. Future events and changing market conditions may, however, lead us to reevaluate the assumptions we have used to test for goodwill impairment, including key assumptions regarding OpenTable's expected growth rates and operating margins, as well as other key assumptions with respect to matters outside of our control, such as discount rates, currency exchange rates and market EBITDA comparables. If OpenTable’s investments, in particular its investments in its global expansion efforts, are not successful, there is a substantial likelihood that we would recognize a related goodwill impairment, which could have a material adverse effect on our results of operations.
Additionally, we evaluate whether events or circumstances have occurred which indicate that the carrying amounts of long-lived assets and intangibles may be impaired. The significant factors that are considered that could trigger an impairment review include changes in business strategies, market conditions, or the manner of use of an asset; under performance relative to historical or expected future operating results; and negative industry or economic trends. In evaluating an asset for possible impairment, management estimates that asset's future undiscounted cash flows to measure whether the carrying value of the asset is recoverable. If it is determined that the asset is not recoverable, we measure the impairment based upon the fair value of the asset compared to its carrying value. The fair value represents the projected discounted cash flows of the asset over its remaining life.
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.
Deferred Tax Valuation Allowance. We periodically evaluateare subject to ongoing tax examinations and assessments in various jurisdictions. To date, we have been audited in several taxing jurisdictions with no significant impact on our financial condition, results of operations or cash flows. Although we believe that our tax filing positions are reasonable, the likelihoodfinal determination of tax audits or tax disputes may be different from what is reflected in our historical income tax provisions and accruals. Accordingly, we may incur additional tax expense based upon our assessment of the realizationmore likely than not outcomes or we may adjust previously recorded tax expense to reflect examination results.
We intend to indefinitely reinvest our foreign undistributed earnings in our non-U.S. operations. At December 31, 2015 and 2014, we had approximately $9.9 billion and $7.3 billion, respectively, of cumulative undistributed international earnings. It is not practicable to determine the U.S. federal income tax liability that would be payable if such earnings were not indefinitely reinvested.
Recent Accounting Pronouncements: Classification of Deferred Taxes and Presentation of Debt Issuance Costs
In November 2015, the Financial Accounting Standards Board (“FASB”) issued a new accounting update which requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. This update is effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of this update is permitted and an entity may choose to adopt this update on either a prospective or retrospective basis. We adopted this accounting update in the fourth quarter of 2015 and applied it retrospectively to prior periods. See Note 2 to the Consolidated Financial Statements for the impact of adopting this standard.
In April 2015, the FASB issued a new accounting update which changes the presentation of debt issuance costs in our financial statements. Under this new guidance, debt issuance costs, excluding costs associated with a revolving credit facility,
will be presented in our balance sheets as a direct deduction from the related debt liability rather than as an asset. This accounting change is consistent with the current presentation under U.S. GAAP for debt discounts and it also converges the guidance under U.S. GAAP with that in the International Financial Reporting Standards ("IFRS"). Debt issuance costs will reduce the carrying amountproceeds from debt borrowings in our cash flow statement instead of these deferred tax assets bybeing presented as a valuation allowance toseparate line in the extent we believe a portionfinancing section of that statement. Amortization of debt issuance costs will not be realized. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent cumulative earnings experience by taxing jurisdiction, expectations of future income, the carryforward periods available to us for tax reporting purposes, and other relevant factors. The deferred tax asset at December 31, 2012 amounted to $72.2 million. The valuation allowance may needcontinue to be adjustedreported as interest expense in our income statement. This accounting update does not affect the current accounting guidance for the recognition and measurement of debt issuance costs. This update is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is allowed for all entities for financial statements that have not been previously issued. We adopted this accounting update in the future if factsfourth quarter of 2015 and circumstances change, causing a reassessmentapplied it retrospectively to prior periods. See Note 2 to our Consolidated Financial Statements for the impact of the amount of deferred tax assets more likely than not to be realized.
adopting this standard.
Other Recent Accounting Pronouncements
OnIn January 1, 2012, we adopted2016, the amendedFASB issued a new accounting update which amends the guidance issued byon the Financial Accounting Standards Board ("FASB") concerningclassification and measurement of financial instruments. Although the accounting update retains many current requirements, it significantly revises accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of comprehensivecertain fair value changes for financial liabilities measured at fair value. The accounting update also amends certain fair value disclosures of financial instruments and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale debt securities in combination with the entity’s evaluation of their other deferred tax assets. The update requires entities to carry all investments in equity securities, including other ownership interests such as partnerships, unincorporated joint ventures and limited liability companies at fair value, with fair value changes recognized through net income. The new guidance requiresThis requirement does not apply to investments that qualify for equity method accounting, investments that result in consolidation of the investee or investments in which the entity has elected the practicability exception to fair value measurement. Under current U.S. GAAP, our available-for-sale investments in equity securities with readily identifiable market value are remeasured to fair value each reporting period with changes in fair value recognized in accumulated other comprehensive income to(loss). However, under the new accounting literature, fair value adjustments will be reported in either a single statement or in two consecutive statements reportingrecognized through net income and other comprehensive income. We selectedcould vary significantly quarter to present two consecutive statements.quarter. For the investments currently accounted for under the cost method, an entity can elect to measure its investments, which do not have a readily determinable fair value, at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Additionally, this accounting update will simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value. In addition, this accounting update eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is currently required to be disclosed for financial instruments measured at amortized cost in the balance sheet. This amended guidance didupdate is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption, although allowed in certain circumstances, is not change the items that constitute net income or other comprehensive income, the timing of when other comprehensive income is reclassifiedapplicable to net income, or the earnings per share computation. us.
In February 2013,September 2015, the FASB issued a new accounting update which simplifies the accounting for measurement-period adjustments to provisional amounts recognized in a business combination. Under this new guidance, an acquirer must recognize these adjustments in the reporting period in which the adjustment amounts are determined. The new accounting guidance which adds new disclosure requirements for items reclassified out of accumulated other comprehensive income. The new guidancealso requires that companiesan acquirer to present either in a single note or parentheticallyseparately on the face of the income statement, or disclose in the notes, the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to provision amounts had been recognized as of the acquisition date. This update is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been issued. We adopted this new accounting standard in the effectfourth quarter of 2015 and this accounting standard did not have an impact to our consolidated financial statements.
In April 2015, the FASB issued a new accounting update which requires an entity that enters into a cloud computing arrangement to determine if the arrangement contains a software license. The accounting update cites software as a service, platform as a service, infrastructure as a service and other similar hosting arrangements as examples of cloud computing arrangements. A software license arrangement exists if both of the following criteria are met: (1) the customer has a contractual right to take possession of the underlying software without significant amounts reclassified basedpenalty and (2) it is feasible for the customer to run the software on its sourcetheir own hardware or to contract with another party unrelated to the vendor to run the software. If the arrangement meets both of these criteria, the customer would need to identify what portion of the cost relates to purchasing the software and what portion relates to paying for the service of hosting the software. The purchased software would be accounted for using the internal-use software guidance and the service costs would be accounted for as an operating expense. If the arrangement does not meet both of the criteria, the cost is an operating expense for a service contract. The guidance in this update does not change the accounting for a service contract. The update is effective for public companiesbusiness entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is allowed for all
entities. We adopted this accounting update in interimthe fourth quarter of 2015 and this accounting update did not have an impact to our consolidated financial statements.
In May 2014, the FASB and the International Accounting Standards Board ("IASB") issued a new accounting standard on the recognition of revenue from contracts with customers that is designed to create greater comparability for financial statement users across industries and jurisdictions. The core principle of the standard is that an "entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services." Additionally, the new guidance specified the accounting for some costs to obtain or fulfill a contract with a customer. The new standard will also require enhanced disclosures. The accounting standard was initially effective for public entities for annual reportingand interim periods beginning after December 13, 2012. We will comply with15, 2016. In July 2015, the FASB agreed to defer the effective date of the new disclosure requirementsrevenue standard to annual periods beginning inafter December 15, 2017 with early adoption permitted as of the first quarteroriginal effective date. We are currently evaluating the impact to our consolidated financial statements of 2013.adopting this new guidance.
In September 2011,April 2014, the FASB issued an accounting update which amended the guidance on testing goodwill for impairment. Under the revised guidance, entities testing goodwill for impairment have the optiondefinition of performing a qualitative assessment before calculating the fair value of the reporting unit. If, based on the qualitative factors, it is more-likely-than not that the fair value of the reporting unit is less than its carrying value, then the unchanged two-step approach previously used would be required.discontinued operation. The new accounting guidance did not change how goodwilldefinition limits discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have or will have a major effect on an entity's operations and financial results. The new definition includes an acquired business that is calculated, how goodwill is assigned toclassified as held for sale at the reporting unit, or the requirements for testing goodwill annually or when events and circumstances warrant testing.date of acquisition. The accounting update wasrequires new disclosures of both discontinued operations and a disposal of an individually significant component of an entity. The accounting update is effective for annual and interim periods beginning on or after December 15, 2011, with early adoption permitted. In September 2012, we performed our annual quantitative goodwill impairment testing,2014. We adopted this update in the first quarter of 2015 and concluded that the estimated fair value for each reporting unit substantially exceeds its respective carrying value.
In May 2010, the FASB issued amended guidance on fair value to largely achieve common fair value measurement and disclosure requirements between U.S. GAAP and IFRS. The newthis accounting guidanceupdate did not extend the use of fair value but rather provided guidance about how fair value should be determined. For U.S. GAAP, most of the changes were clarifications of existing guidance or wording changeshave an impact to align with IFRS. The amended guidance expanded disclosure, particularly relating to fair value measurements based on unobservable inputs, permitted fair value measurements for financial assets and liabilities on a net position if market or credit risks are managed on a net basis and other criteria are met, and allowed premiums and discounts only if a market participant would also include them in the fair value measurement. This accounting
update was effective for public companies for interim or annual periods beginning after December 15, 2011, with early adoption permitted. The adoption of this accounting guidance, effective with the three months ended March 31, 2012, did not impact our consolidated financial statements or disclosure.statements.
49
Results of Operations
Year Ended December 31, 20122015 compared to Year Ended December 31, 20112014
Operating and Statistical Metrics
Our financial results are driven by certain operating metrics that encompass the booking and other business activity generated by our travel and travel-related services. Specifically, reservations of hotelaccommodation room nights, rental car days and airline tickets capture the volume of units purchasedbooked by our travel reservation services customers. 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, and is widely used in the travel business. International gross bookings reflect gross bookings generated principally by websites owned by, operated by, or dedicated to providing gross bookings for our international brandsBooking.com, agoda.com and operations,rentalcars.com businesses and domesticU.S. gross bookings reflect gross bookings generated principally by websites owned by, operated by, or dedicated to providing gross bookings by our domestic operations,priceline.com business, in each case without regard toregardless of where the travel destinationconsumer resides, where the consumer is physically located while making a reservation or the location of the customer purchasingtravel service provider. We follow a similar approach for reporting the travel.international and U.S. revenue and gross profit of those businesses.
Gross bookings resulting from hotelaccommodation room night reservations,nights, rental car days and airline tickets soldreserved through our international and domesticU.S. operations for the years ended December 31, 20122015 and 20112014 were as follows (numbers may not total due to rounding):
| | | | Year Ended December 31, | | | Year Ended December 31, | | |
| | (in millions) | | | (in millions) | | |
| | 2012 | | 2011 | | Change | 2015 | | 2014 | | Change |
| International | $ | 23,370 |
| | $ | 16,909 |
| | 38.2 | % | $ | 48,971 |
| | $ | 43,639 |
| | 12.2 | % |
| Domestic | 5,086 |
| | 4,748 |
| | 7.1 | % | |
| U.S. | | 6,557 |
| | 6,661 |
| | (1.6 | )% |
| Total | $ | 28,456 |
| | $ | 21,658 |
| | 31.4 | % | $ | 55,528 |
| | $ | 50,300 |
| | 10.4 | % |
Gross bookings increased by 31.4%10.4% for the year ended December 31, 2012,2015, compared to the same period in 2011year ended December 31, 2014 (growth on a localconstant currency basis was approximately 37%25%), principally due to 39.5% growth of 24.9% in hotelaccommodation room night reservations, partly2% growth on a constant currency basis in ADRs and growth of 15.6% in rental car day reservations, partially offset by the impact foreign currency impact and slower growth rates for our non-hotel businesses. The 38.2% increase in internationalexchange rate fluctuations. International gross bookings grew by 12.2% for the year ended December 31, 20122015 compared to the year ended December 31, 2014 (growth on a localconstant currency basis was approximately 46%28%). International gross bookings growth on a constant currency basis was primarily attributable to growth in hotelaccommodation room night reservations for our Booking.com and Agoda.comagoda.com businesses, as well as international ADR growth on a constant currency basis and growth in rental car day reservations for our rentalcars.com business. DomesticThe U.S. Dollar significantly strengthened against the Euro during 2015, moving from an exchange rate of 1.21 U.S. Dollars per Euro as of January 1, 2015 to 1.09 U.S. Dollars per Euro as of December 31, 2015. The U.S. Dollar has also strengthened against many other currencies since January 1, 2015. We therefore believe that unit growth rates and total gross bookings, increasedinternational gross bookings and gross profit growth on a constant currency basis, excluding the impact of foreign exchange rate fluctuations, are important measures to understand the fundamental performance of the business.
U.S. gross bookings decreased by 7.1%1.6% for the year ended December 31, 2012,2015, compared to the same period in 2011, primarily due to an increase in price-disclosed airline ticket reservations and associated higher airfares, as well as an increase in price-disclosed hotel room night reservations and associated higher average daily rates ("ADRs"). Retail rental car day reservations for our priceline.com business also increased in the year ended December 31, 2012. Our2014, primarily due to declines in gross bookings by priceline.com's retail airline ticket service (due to lower airfares), Name Your Own Price®reservation services and vacation package reservation service, partially offset by increases in gross bookings by priceline.com's retail hotel air, and rental car businesses experiencedreservation services and priceline.com's Express Deals®hotel reservation service. Travel service providers typically provide a decline in reservations inlimited amount of availability to opaque services like those of priceline.com, especially during periods of healthy travel demand. As a result, the year ended December 31, 2012, comparedrecent healthy travel environment (which has had an adverse impact on our access to opaque availability) and the same period in 2011.increased use by consumers of discounted closed user group prices for hotel rooms have negatively affected our opaque reservation services.
Gross bookings resulting from hotelreservations of accommodation room night reservations,nights, rental car days and airline tickets soldmade through our agency and merchant models for the years ended December 31, 20122015 and 20112014 were as follows (numbers may not total due to rounding):
| | | | Year Ended December 31, | | | Year Ended December 31, | | |
| | (in millions) | | | (in millions) | | |
| | 2012 | | 2011 | | Change | 2015 | | 2014 | | Change |
| Agency | $ | 23,284 |
| | $ | 17,610 |
| | 32.2 | % | $ | 47,969 |
| | $ | 42,892 |
| | 11.8 | % |
| Merchant | 5,172 |
| | 4,048 |
| | 27.8 | % | 7,559 |
| | 7,409 |
| | 2.0 | % |
| Total | $ | 28,456 |
| | $ | 21,658 |
| | 31.4 | % | $ | 55,528 |
| | $ | 50,300 |
| | 10.4 | % |
Agency gross bookings are derived from travel-related transactions where we are not the merchant of record and merchant gross bookings are derived from services where we are the merchant of record. Agency gross bookings increased 32.2%11.8% for the year ended December 31, 2012,2015, compared to the same period in 2011,year ended December 31, 2014, primarily due primarily to growth in gross bookings from Booking.com hotelagency accommodation room night reservations. Our U.S. priceline.com business also experienced
reservations, as well as growth in reservations ofgross bookings by priceline.com and rentalcars.com agency price-disclosed hotel room nights, airline tickets, andretail rental car days.reservation services, and priceline.com and agoda.com agency retail hotel reservation services, partially offset by lower retail airfares. Merchant gross bookings increased 27.8%2.0% for the year ended December 31, 2012,2015, compared to the same periodyear ended December 31, 2014, primarily due to increases in 2011, primarilygross bookings by merchant retail hotel reservation services for Booking.com and priceline.com, rentalcars.com's rental car reservation service, and priceline.com's Express Deals®hotel reservation service as well as the inclusion of our Rocketmiles hotel reservation service since its acquisition in February 2015.These increases were partially offset by declines in gross bookings by priceline.com's Name Your Own Price® reservation services and the impact of the stronger U.S. Dollar on agoda.com's merchant retail hotel reservation service. The U.S. Dollar was significantly stronger against the Euro and many other currencies throughout 2015 compared to 2014, which significantly adversely affected the growth of our agency and merchant gross bookings, expressed in U.S. Dollars.
Accommodation room nights, rental car days and airline tickets reserved through our services for the years ended December 31, 2015 and 2014 were as follows:
|
| | | | | | | | |
| | Year Ended December 31, | | |
| | (in millions) | | |
| | 2015 | | 2014 | | Change |
| Room Nights | 432.3 |
| | 346.0 |
| | 24.9 | % |
| Rental Car Days | 59.9 |
| | 51.8 |
| | 15.6 | % |
| Airline Tickets | 7.7 |
| | 7.8 |
| | (1.6 | )% |
Accommodation room night reservations increased by 24.9% for the year ended December 31, 2015, compared to the year ended December 31, 2014, due to an increase in Agoda.com hotelBooking.com, agoda.com and priceline.comaccommodation room night reservations and rentalcars.comthe inclusion of Rocketmiles accommodation room night reservations since its acquisition in February 2015. Booking.com included over 850,000 properties on its website as of February 15, 2016, which included approximately 390,000 vacation rental properties (updated property counts are available on the Booking.com website), compared to over 635,000 properties (including approximately 269,000 vacation rental properties) a year ago. In September 2015, Booking.com changed the way it calculates property counts. As a result, properties that are contracted with Booking.com but temporarily do not have availability on Booking.com (for example properties that are closed during their off-peak season or for renovations) will remain included in Booking.com's property counts during these temporary periods. Booking.com previously excluded properties that were temporarily unavailable for booking. We believe that continuously including them provides a more consistent and useful property count.
Rental car day reservations increased by 15.6% for the year ended December 31, 2015, compared to the year ended December 31, 2014, due to an increase in price-disclosed rental car day reservations for rentalcars.com and priceline.com, partially offset by a decline in priceline.com's Name Your Own Price® rental car day reservations. Higher ADRs drove
Airline ticket reservations decreased by 1.6% for the year ended December 31, 2015, compared to the year ended December 31, 2014, due to a decline in priceline.com's Name Your Own Price® airline ticket reservations.
Revenues
We classify our revenue into three categories:
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 | % |
Agency Revenues
Agency revenues for the year ended December 31, 2015 increased 11.7% compared to the year ended December 31, 2014, primarily as a result of growth in merchant gross bookings relatedthe business of Booking.com, the agency rental car businesses of rentalcars.com and priceline.com and the agency hotel businesses of priceline.com and agoda.com. The U.S. Dollar was significantly stronger against the Euro and many other currencies throughout 2015 compared to 2014, which significantly adversely affected the growth of our priceline.comagency revenues, expressed in U.S. Dollars.
Merchant Revenues
Merchant revenues for the year ended December 31, 2015 decreased 4.7% compared to the year ended December 31, 2014, primarily due to decreases in revenues from priceline.com's Name Your Own Price®hotel, airline ticket and rental car reservation services, partially offset by increases in our merchant price-disclosed hotel business, while ourand rental car businesses. Our priceline.com Name Your Own Price® hotel business experiencedreservation services, which declined year-over-year, are recorded "gross" with a declinecorresponding travel service provider cost recorded in hotel room night reservations for the year ended December 31, 2012 compared to the same periodcost of revenues. Our other merchant revenues, which in 2011, due to the competitive pressures discussed abovetotal grew year-over-year, are recorded in Domestic Trends. Gross bookings related to Name Your Own Price®rental car reservations and airline ticket reservations also experiencedrevenue "net" of travel service provider costs. As a decline for the year ended December 31, 2012, compared to the same period in 2011.
|
| | | | | | | | | |
| Year Ended | | Hotel Room Nights | | Rental Car Days | | Airline Tickets |
| | | |
| | |
| | |
|
| December 31, 2012 | | 197.5 | million | | 32.0 | million | | 6.4 | million |
| | | |
| | |
| | |
|
| December 31, 2011 | | 141.6 | million | | 23.8 | million | | 6.2 | million |
Hotel room night reservations increased by 39.5% for the year ended December 31, 2012, compared to the same period in 2011, principally due to an increase in Booking.com, Agoda.com and priceline.com price-disclosed hotel room night reservations, partially offset by a declineresult, changes in Name Your Own Price® hotel room night reservationsreservation revenue disproportionately affect merchant revenues as compared to our other merchant revenues. We therefore
believe that gross profit is an important measure of evaluating growth in our business. The U.S. Dollar was significantly stronger against the Euro and many other currencies throughout 2015 compared to 2014, which significantly adversely affected the growth of our merchant revenues, expressed in U.S. Dollars.
Advertising and Other Revenues
Advertising and other revenues during the year ended December 31, 2015 consisted primarily of advertising revenues, restaurant reservation revenues and subscription revenues for restaurant reservation management services. Advertising and other revenues for the year ended December 31, 2015 increased 49.5% compared to the year ended December 31, 2014, primarily as a result of increased domestic competitionthe inclusion of a full year of OpenTable revenues in 2015 compared to only a partial year's results in 2014, as well as growth in our KAYAK business.
Cost of Revenues
|
| | | | | | | | | | |
| | Year Ended December 31, | | |
| | (in thousands) | | |
| | 2015 | | 2014 | | Change |
| Cost of Revenues | $ | 632,180 |
| | $ | 857,841 |
| | (26.3 | )% |
For the year ended December 31, 2015, cost of revenues consisted primarily of: (1) the cost paid to travel service providers for priceline.com's Name Your Own Price® and vacation package reservation services, net of applicable taxes and charges; and (2) fees paid to third parties by KAYAK and priceline.com to return travel itinerary information for consumer search queries. Cost of revenues for the year ended December 31, 2015 decreased by 26.3%, compared to the year ended December 31, 2014, primarily due to a decrease in priceline.com's Name Your Own Price® reservation services. For the year ended December 31, 2015, cost of revenue benefited from a reversal of previously accrued travel transaction taxes of $16.4 million (including estimated interest and penalties) recorded in the first quarter of 2015 related to a favorable ruling in the State of Hawaii. In addition, for the year ended December 31, 2015, we recognized a net reduction in cost of revenue in the third quarter of 2015 of $13.7 million related to travel transaction taxes, principally due to a cash refund from the State of Hawaii for the aforementioned favorable ruling.
Agency revenues have no cost of revenue. Agency revenues principally consist of travel commissions on accommodation reservations.
Gross Profit
|
| | | | | | | | | | |
| | 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 | % | | |
|
Total gross profit for the year ended December 31, 2015 increased by 13.3% compared to the year ended December 31, 2014 (growth on a constant currency basis was approximately 27%), primarily as a result of the increased revenue discussed above. Total gross margin (gross profit as a percentage of total revenue) increased during the year ended December 31, 2015, compared to the year ended December 31, 2014, because our revenues are disproportionately affected by priceline.com's Name Your Own Price® reservation services. Name Your Own Price® revenues are recorded "gross" with a corresponding travel service provider cost recorded in cost of revenues, and in the year ended December 31, 2015 these revenues represented a smaller percentage of total revenues than in the year ended December 31, 2014. Our price-disclosed reservation services, which are recorded in revenue "net" of travel service provider costs, have been growing faster than priceline.com's Name Your Own Price®reservation services. As a result, we believe that gross profit is an important measure for evaluating growth in our business.
Our international operations accounted for approximately $7.4 billion of our gross profit for the year ended December 31, 2015, compared to $6.6 billion for the year ended December 31, 2014. Gross profit attributable to our international operations increased by 11.6% for the year ended December 31, 2015 compared to the year ended December 31, 2014 (growth on a constant currency basis was approximately 28%). Gross profit attributable to our U.S. businesses increased
by 25.0% for the year ended December 31, 2015, compared to the year ended December 31, 2014. Gross profit for the year ended December 31, 2015 was positively impacted by the inclusion of OpenTable, which benefited year-over-year comparisons through the anniversary of the acquisition on July 24, 2015. In addition, gross profit for the year ended December 31, 2015 was positively impacted by a reversal of previously accrued travel transaction taxes of $16.4 million (including estimated interest and penalties) recorded in the first quarter of 2015 related to a favorable ruling in the State of Hawaii. Gross profit for the year ended December 31, 2015 was also positively impacted by a net reduction in cost of revenue in the third quarter of 2015 of $13.7 million related to travel transaction taxes, principally due to a cash refund from the State of Hawaii for the aforementioned favorable ruling.
The U.S. Dollar was significantly stronger against the Euro and many other currencies throughout 2015 compared to 2014. At these exchange rates, the growth of our total and international gross bookings, expressed in U.S. Dollars, was significantly adversely impacted in 2015.
Operating Expenses
Advertising
|
| | | | | | | | | | |
| | 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 | % | | |
|
Online advertising expenses consist primarily of the costs of (1) search engine keyword purchases; (2) referrals from meta-search and travel research websites; (3) affiliate programs; and (4) banner, pop-up and other Internet and mobile advertisements. For the year ended December 31, 2015, online advertising expenses increased 18.5%, compared to the year ended December 31, 2014, primarily due to increased spending on online performance marketing to generate increased gross bookings. Online advertising as a percentage of gross profit for the year ended December 31, 2015 benefited from the inclusion of OpenTable because OpenTable spends a lower percentage of gross profit on online advertising relative to our other brands. In addition, the share of our business coming directly to our websites with no associated online advertising expense increased during the year ended December 31, 2015 compared to the year ended December 31, 2014. These favorable impacts were more than offset for the year ended December 31, 2015 by a year-over-year decline in advertising ROIs.
Offline advertising expenses are primarily related to our Booking.com, KAYAK and priceline.com businesses and primarily consist of television advertising. For the year ended December 31, 2015, offline advertising decreased 7.2% compared to the year ended December 31, 2014, primarily due to lower spending at KAYAK and, to a lesser extent, priceline.com.
Sales and Marketing
|
| | | | | | | | | | |
| | 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 | % | | |
|
Sales and marketing expenses consist primarily of (1) credit card processing fees associated with merchant transactions; (2) fees paid to third parties that provide call center, website content translations and other services; (3) customer relations costs; (4) public relations costs; (5) provisions for bad debt, primarily related to agency accommodation commission receivables; and (6) provisions for credit card chargebacks. For the year ended December 31, 2015, sales and marketing expenses, which are substantially variable in nature, increased compared to the year ended December 31, 2014 due primarily to increased gross booking volumes, customer relations costs and the inclusion of a full year of OpenTable's results as compared to only a partial year's results in 2014.
Personnel
|
| | | | | | | | | | |
| | 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 | % | | |
|
Personnel expenses consist of compensation to our personnel, including salaries, stock-based compensation, bonuses, payroll taxes and employee health benefits. Personnel expenses increased during the year ended December 31, 2015, compared to the year ended December 31, 2014, due primarily to increased headcount to support the growth of our businesses. Additionally, the inclusion of a full year of OpenTable's results in our 2015 consolidated results as compared to only a partial year's results in 2014 contributed to the increase in personnel expenses for the year ended December 31, 2015 compared to the year ended December 31, 2014.
General and Administrative
|
| | | | | | | | | | |
| | 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 | % | | |
|
General and administrative expenses consist primarily of: (1) occupancy and office expenses; (2) personnel-related expenses such as travel, recruiting and training expenses; and (3) fees for outside professionals, including litigation expenses. General and administrative expenses increased during the year ended December 31, 2015, compared to the year ended December 31, 2014, due to higher occupancy and office expenses related to the expansion of our international businesses and higher personnel-related expenses related to increased headcount in all of our businesses. Additionally, the inclusion of a full year of OpenTable's results in our 2015 consolidated results as compared to only a partial year's results in 2014 contributed to the increase in general and administrative expenses for the year ended December 31, 2015 compared to the year ended December 31, 2014.
Information Technology
|
| | | | | | | | | | |
| | 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 | % | | |
|
Information technology expenses consist primarily of: (1) software license and system maintenance fees; (2) data communications and other expenses associated with operating our services; (3) outsourced data center costs; and (4) payments to outside consultants. Information technology expense increased during the year ended December 31, 2015, compared to the year ended December 31, 2014, due primarily to growth in our worldwide operations. Additionally, the inclusion of a full year of OpenTable's results in our 2015 consolidated results as compared to only a partial year's results in 2014 contributed to the increase in information technology expenses for the year ended December 31, 2015 compared to the year ended December 31, 2014.
Depreciation and Amortization
|
| | | | | | | | | | |
| | 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 | % | | |
|
Depreciation and amortization expenses consist of: (1) amortization of intangible assets with determinable lives; (2) depreciation on computer equipment; (3) depreciation of internally developed and purchased software; and (4) depreciation of leasehold improvements, furniture and fixtures and office equipment. For the year ended December 31, 2015, depreciation and amortization expense increased, compared to the year ended December 31, 2014, due primarily to increased intangible amortization from the OpenTable acquisition and increased depreciation expense due to capital expenditures for additional data center capacity and office build-outs to support growth and geographic expansion, principally related to our Booking.com business. Additionally, the inclusion of OpenTable in our consolidated results since its acquisition on July 24, 2014 contributed to the increase in depreciation expense for the year ended December 31, 2015 compared to the year ended December 31, 2014.
Other Income (Expense)
|
| | | | | | | | | | |
| | 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 | % |
For the year ended December 31, 2015, interest income on cash and marketable securities increased compared to the year ended December 31, 2014, primarily due to an increase in the average invested balance and higher yields. Interest expense increased for the year ended December 31, 2015, compared to the year ended December 31, 2014, primarily due to interest expense attributable to our Senior Notes issued in August 2014, September 2014, March 2015 and November 2015, partially offset by the maturity of our 1.25% Convertible Senior Notes in March 2015. See Note 10 to our Consolidated Financial Statements.
Derivative contracts that hedge our exposure to the impact of currency fluctuations on the translation of our international operating results into U.S. Dollars upon consolidation resulted in foreign exchange losses of $6.6 million for the year ended December 31, 2015 compared to foreign exchange gains of $13.7 million for the year ended December 31, 2014, and are recorded in "Foreign currency transactions and other" in the Consolidated Statements of Operations.
Foreign exchange transaction losses, including costs related to foreign exchange transactions, resulted in losses of $21.0 million for the year ended December 31, 2015, which includes approximately $5.7 million of hedging cost and a foreign exchange loss recorded in the fourth quarter of 2015 related to the devaluation of the Argentine Peso, compared to foreign exchange losses of $17.6 million for the year ended December 31, 2014, and are recorded in "Foreign currency transactions and other" in the Consolidated Statements of Operations.
For the year ended December 31, 2015, we recognized $2.2 million of net realized gains related to investments, which are recorded in "Foreign currency transactions and other" in the Consolidated Statement of Operations.
The conversion of our convertible debt prior to maturity in the year ended December 31, 2014 resulted in non-cash losses of $6.3 million, which are recorded in "Foreign currency transactions and other" in the Consolidated Statement of Operations.
Income Taxes
|
| | | | | | | | | | |
| | Year Ended December 31, | | |
| | (in thousands) | | |
| | 2015 | | 2014 | | Change |
| Income Tax Expense | $ | 576,960 |
| | $ | 567,695 |
| | 1.6 | % |
Our effective tax rates for the years ended December 31, 2015 and 2014 were 18.4% and 19.0%, respectively. Our effective tax rate differs from the U.S. federal statutory tax rate of 35%, due to lower tax rates outside the United States, partially offset by U.S. state income taxes and certain non-deductible expenses. Our effective tax rate was lower for the year ended December 31, 2015, compared to the year ended December 31, 2014, due to an increased proportion of our income being taxed at lower international tax rates. According to Dutch corporate income tax law, income generated from qualifying innovative activities is taxed at a rate of 5% ("Innovation Box Tax") rather than the Dutch statutory rate of 25%. A portion of Booking.com's earnings during the year ended December 31, 2015 and 2014 qualified for Innovation Box Tax treatment, which had a significant beneficial impact on the Company's effective tax rate for those periods. While we expect Booking.com to continue to qualify for Innovation Box Tax treatment with respect to a portion of its earnings for the foreseeable future, the loss of the Innovation Box Tax benefit, whether due to a change in tax law or a determination by the Dutch government that Booking.com's activities are not "innovative" or for any other reason, would substantially increase our effective tax rate and adversely impact our results of operations.
Until our U.S. net operating loss carryforwards are utilized or expire, most of our U.S. income will not be subject to a cash tax liability, other than federal alternative minimum tax and state income taxes. However, we expect to pay foreign taxes on our international income except in countries where we have operating loss carryforwards. We expect that our international operations will grow their pretax income faster than the U.S. business over the long term and, therefore, it is our expectation that our cash tax payments will increase as our international businesses generate an increasing share of our pretax income.
We will be subject to increased income taxes in the event that our cash balances held outside the United States are remitted to the United States. As of December 31, 2015, we held approximately $9.8 billion of cash, cash equivalents, short-term investments and long-term investments outside of the United States. We currently intend to use our cash held outside the United States to reinvest in our international operations. If our cash balances outside the United States continue to grow and our ability to reinvest those balances outside the United States diminishes, under U.S. GAAP we will be obligated to record additional income tax expense in the United States with respect to our unremitted international earnings. We would not make additional income tax payments unless we were to actually repatriate our international cash to the United States. We would pay only U.S. federal alternative minimum tax and certain U.S. state income taxes as long as we have net operating loss carryforwards available to offset our U.S. taxable income. This could result in us being subject to a cash income tax liability on the earnings of our U.S. businesses sooner than would otherwise have been the case.
Results of Operations
Year Ended December 31, 2014 compared to Year Ended December 31, 2013
Operating and Statistical Metrics
Gross bookings resulting from accommodation room nights, rental car days and airline tickets reserved through our international and U.S. operations for the years ended December 31, 2014 and 2013 were as follows (numbers may not total due to rounding):
|
| | | | | | | | | | |
| | Year Ended December 31, | | |
| | (in millions) | | |
| | 2014 | | 2013 | | Change |
| International | $ | 43,639 |
| | $ | 33,300 |
| | 31.0 | % |
| U.S. | 6,661 |
| | 5,873 |
| | 13.4 | % |
| Total | $ | 50,300 |
| | $ | 39,173 |
| | 28.4 | % |
Gross bookings increased by 28.4% for the year ended December 31, 2014, compared to the year ended December 31, 2013 (growth on a constant currency basis was approximately 30%), principally due to growth of 27.9% in accommodation room night reservations, 3% growth on a constant currency basis in ADRs, growth of 18.1% in rental car day reservations and 12.0% growth in airline ticket reservations. International gross bookings grew by 31.0% (growth on a constant currency basis was approximately 33%) for the year ended December 31, 2014, compared to the year ended December 31, 2013, primarily as a result of growth in accommodation room night reservations for our Booking.com and agoda.com businesses, as well as growth in rental car day reservations for our rentalcars.com business. The U.S. Dollar significantly strengthened against the Euro during 2014, moving from an exchange rate of 1.38 U.S. Dollars per Euro as of January 1, 2014 to 1.21 U.S. Dollars per Euro as of December 31, 2014. The U.S. Dollar has also strengthened against many other currencies since January 1, 2014. We therefore believe that unit growth rates and total gross bookings, international gross bookings and gross profit growth on a constant currency basis, excluding the impact of foreign exchange rate fluctuations, are important measures to understand the fundamental performance of the business.
U.S. gross bookings increased by 13.4% for the year ended December 31, 2014, compared to the year ended December 31, 2013, primarily due to increases in priceline.com's retail airline ticket, retail hotel, Express Deals®hotel and retail rental car services, partially offset by declines in priceline.com's Name Your Own Price®reservation services. Travel service providers typically provide a limited amount of availability to opaque services like ours, especially during periods of healthy travel demand. As a result, the recent healthy travel environment in the United States has had an adverse impact on our access to availability for our opaque reservation services.
Gross bookings resulting from reservations of accommodation room nights, rental car days and airline tickets made through our agency and merchant models for the years ended December 31, 2014 and 2013 were as follows (numbers may not total due to rounding):
|
| | | | | | | | | | |
| | Year Ended December 31, | | |
| | (in millions) | | |
| | 2014 | | 2013 | | Change |
| Agency | $ | 42,892 |
| | $ | 32,672 |
| | 31.3 | % |
| Merchant | 7,409 |
| | 6,501 |
| | 14.0 | % |
| Total | $ | 50,300 |
| | $ | 39,173 |
| | 28.4 | % |
Agency gross bookings increased 31.3% for the year ended December 31, 2014, compared to the year ended December 31, 2013, primarily due to growth in Booking.com accommodation room night reservations, priceline.com's retail airline ticket, rental car and hotel reservation services, and rentalcars.com rental car reservation service. Merchant gross bookings increased 14.0% for the year ended December 31, 2014, compared to the year ended December 31, 2013, primarily due to increases in agoda.com hotel reservation services, rentalcars.com rental car reservation services and priceline.com Express Deals®hotel and retail hotel reservation services, partially offset by declines in priceline.com's Name Your Own Price®services.
Units sold for accommodation room reservation market, including from Expedia's "Expedia Unpublished Rates" service.nights, rental car days and airline tickets for the years ended December 31, 2014 and 2013 were as follows:
|
| | | | | | | | |
| | Year Ended December 31, | | |
| | (in millions) | | |
| | 2014 | | 2013 | | Change |
| Room Nights | 346.0 |
| | 270.5 |
| | 27.9 | % |
| Rental Car Days | 51.8 |
| | 43.9 |
| | 18.1 | % |
| Airline Tickets | 7.8 |
| | 7.0 |
| | 12.0 | % |
Accommodation room night reservations increased by 27.9% for the year ended December 31, 2014, compared to the year ended December 31, 2013, due to an increase in Booking.com, agoda.com and priceline.comaccommodation room night reservations. Booking.com, our most significant brand, includesincluded over 275,000 hotels and accommodations600,000 properties on its website as of February 25, 201313, 2015, which included over 245,000 vacation rental properties, compared to approximately 425,000 properties as of February 18, 2014, which included over 110,000 vacation rental properties (updated property counts are available on the Booking.com website). Booking.com has added properties over the past year in its core European market as well as higher-growth markets such as North America (which is a newer market for Booking.com), Asia-Pacific and South America. An increasing amount of our business from a destination and point-of-sale perspective is conducted in theseour newer markets which are growing faster than our overall growth rate and our core European market. Our U.S. priceline.com agency hotel reservations benefited from the integration of hotels from the Booking.com extranet on the priceline.com website.
Rental car day reservations increased by 34.9%18.1% for the year ended December 31, 2012,2014, compared to the same period in 2011,year ended December 31, 2013, due primarily to an increase in price-disclosed rental car day reservations for our rentalcars.com business and priceline.com, price-disclosed business, partially offset by a decline in priceline.com's Name Your Own Price®rental car day reservations due to limited availability of discounted supply as well as lower retail pricing.reservation service.
Airline ticket reservations increased by 2.7%12.0% for the year ended December 31, 2012,2014, compared to the same period in 2011,year ended December 31, 2013, due to an increase in price-disclosed airline ticket reservations for priceline.com driven primarily by increased paid advertising placements on KAYAK (which began in the third quarter of 2013), partially offset by a decreasedecline in priceline.com's Name Your Own Price®airline ticket reservations for the year ended December 31, 2012, compared to the same period in 2011, due to limited availability of discounted supply.reservation service.
Revenues
We classify our revenue into three categories: |
| | | | | | | | | | |
| | 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 | % |
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 and customer processing fees and are reported at the net amounts received, without any associated cost of revenue. Principally all of the revenue for Booking.com is 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 revenues representing the selling price of Name Your Own Price® hotel room night, rental car and airline ticket reservations and price-disclosed vacation packages; (2) transaction revenues representing the amount charged to a customer, less the amount charged by travel service providers in connection with (a) the hotel room reservations provided through our merchant price-disclosed hotel service at Agoda.com and priceline.com and (b) the reservations provided through our merchant semi-opaque rental car service at rentalcars.com and merchant semi-opaque hotel service at priceline.com, which allows customers to see the price of the reservation prior to purchase but not the identity of the travel service provider; (3) customer processing fees charged in connection with the sale of Name Your Own Price® hotel room night, rental car and airline ticket reservations and merchant price-disclosed hotel
|
reservations; and (4) ancillary fees, including GDS reservation booking fees related to certain of the services listed above.
Other revenues are derived primarily from advertising on our websites.
|
| | | | | | | | | | |
| | Year Ended December 31, | | |
| | ($000) | | |
| | 2012 | | 2011 | | Change |
| | | | | | |
| Agency Revenues | $ | 3,142,815 |
| | $ | 2,339,253 |
| | 34.4 | % |
| Merchant Revenues | 2,104,752 |
| | 2,004,432 |
| | 5.0 | % |
| Other Revenues | 13,389 |
| | 11,925 |
| | 12.3 | % |
| Total Revenues | $ | 5,260,956 |
| | $ | 4,355,610 |
| | 20.8 | % |
Agency Revenues
Agency revenues for the year ended December 31, 20122014 increased 34.4%32.5% compared to the same period in 2011,year ended December 31, 2013, primarily as a result of growth in the business of Booking.com. Our U.S.priceline.com agency revenues benefited from the integration of hotels from the Booking.com extranet on the priceline.com website as well as growth in our priceline.com retail rental car, business.agency airline ticket and agency hotel reservation businesses.
Merchant Revenues
Merchant revenues for the year ended December 31, 2012 increased 5.0%2014 decreased 1.1% compared to the same period in 2011,year ended December 31, 2013, primarily due to decreases in revenues from priceline.com's Name Your Own Price®reservation services, mostly offset by increases in our Agoda.com hotelagoda.com business, rentalcars.com business, priceline.com's Express Deals®and retail merchant hotel reservation services and priceline.com's Express Deals® rental car business and priceline.comreservation services. Merchant revenue declined versus the prior year despite growth in merchant price-disclosed hotel business, partially offsetgross bookings, because our merchant revenues are disproportionately affected by a decline in ourpriceline.com's Name Your Own Price® businesses. Merchant revenue growth over the prior year period was substantially lower than merchant gross bookings growth because our merchant revenues are disproportionately affected by our Name Your Own Price® business.service. Name Your Own Price® revenues, which declined year-over-year, are recorded “gross”"gross" with a corresponding travel service provider cost recorded in cost of revenues, and represented a smaller percentage, year-over-year, of total revenues compared to our faster-growing Agoda.comagoda.com, rentalcars.com and rentalcars.com businesses,priceline.com retail merchant
hotel and Express Deals® reservation services, which are recorded in revenue "net" of travel service provider cost.costs. As a result, we believe that gross profit is an important measure of evaluatingto evaluate growth in our business.
Advertising and Other Revenues
OtherAdvertising and other revenues during the year ended December 31, 2014 consisted primarily of advertising revenues.revenues, restaurant reservation revenues and subscription revenues for restaurant reservation management services. Other revenues for the year ended December 31, 2012 increased compared to the same period in 2011.2014 includes $100.6 million of OpenTable revenue earned since its acquisition on July 24, 2014.
Cost of Revenues
|
| | | | | | | | | | |
| | Year Ended December 31, | | |
| | ($000) | | |
| | 2012 | | 2011 | | Change |
| Cost of Revenues | $ | 1,177,275 |
| | $ | 1,275,730 |
| | (7.7 | )% |
| % of Merchant Revenues | 55.9 | % | | 63.6 | % | | |
|
|
| | | | | | | | | | |
| | Year Ended December 31, | | |
| | (in thousands) | | |
| | 2014 | | 2013 | | Change |
| Cost of Revenues | $ | 857,841 |
| | $ | 1,077,420 |
| | (20.4 | )% |
Cost of Revenues
For the year ended December 31, 2012,2014, cost of revenues consisted primarily of: (1) the cost ofpaid to travel service providers for priceline.com's Name Your Own Price® hotel room reservations from our suppliers,reservation services, net of applicable taxes and charges; (2) fees paid to third parties by KAYAK and priceline.com to return travel itinerary information in response to search queries; and (3) costs related to accruals for travel transaction taxes (e.g., hotel occupancy taxes, excise taxes, sales taxes, etc.). Cost of revenues for the cost ofyear ended December 31, 2014 decreased by 20.4%, compared to the year ended December 31, 2013, primarily due to a decrease in priceline.com's Name Your Own Price® rental cars from our suppliers, net of applicable taxes; and (3) the cost of Name Your Own Price® airline tickets, net of the federal air transportation tax, segment fees and passenger facility charges imposed in connection with the sale of airline tickets.reservation services. Cost of revenues for the year ended December 31, 2012 decreased by 7.7%, compared to the same period in 2011, primarily due to a decrease in our Name Your Own Price®businesses. Merchant price-disclosed hotel room and car rental reservations are2013 includes an accrual recorded in merchant revenues netthe first quarter of the amounts paid to travel service providers, and therefore, there is no associated cost2013 of revenues for merchant price-disclosed hotel revenues. Cost of revenues as a percentage of merchant revenues decreased for the year ended December
31, 2012, compared to the same period in 2011, a trend we expect to continue, primarily due to the increase in Agoda.com and rentalcars.com revenues, all of which are recorded in revenue "net" of provider cost. Cost of revenues also includes approximately $21$20.5 million (including estimated interest and penalties) for an accrual recorded for the year ended December 31, 2012travel transaction taxes, principally related to hotel occupancy and other related taxesunfavorable rulings in the State of Hawaii and the District of Columbia, partially offset by a reduction in our accrual related to travel transaction taxes of $6.3 million recorded in the fourth quarter of 2013, principally related to a favorable agreement and ruling in the District of Columbia (see Note 16 to the Consolidated Financial Statements).Columbia.
Agency revenues have no cost of revenue. Agency revenues principally consist of travel commissions on hotelaccommodation reservations.
Gross Profit
| | | | Year Ended December 31, | | | Year Ended December 31, | | |
| | ($000) | | | (in thousands) | | |
| | 2012 | | 2011 | | Change | 2014 | | 2013 | | Change |
| Gross Profit | $ | 4,083,681 |
| | $ | 3,079,880 |
| | 32.6 | % | $ | 7,584,130 |
| | $ | 5,715,886 |
| | 32.7 | % |
| Gross Margin | 77.6 | % | | 70.7 | % | | |
| 89.8 | % | | 84.1 | % | | |
|
Total gross profit for the year ended December 31, 20122014 increased by 32.6%32.7% compared to the same period in 2011,year ended December 31, 2013 (growth on a constant currency basis was approximately 34%), primarily as a result of the increased revenue discussed above. Total gross margin (gross profit expressed as a percentage of total revenue) increased during the year ended December 31, 2012,2014, compared to the same period in 2011,year ended December 31, 2013, because our revenues are disproportionately affected by ourpriceline.com's Name Your Own Price® business.reservation services. Name Your Own Price® revenues are recorded “gross”"gross" with a corresponding travel service provider cost recorded in cost of revenues, and in 2012the year ended December 31, 2014 these revenues represented a smaller percentage of total revenues than in 2011.the year ended December 31, 2013. Our retail price-disclosed businesses,and semi-opaque reservation services, which are recorded in revenue "net" of travel provider cost have been growing faster than ourpriceline.com's Name Your Own Price® businesses.reservation services. As a result, we believe that gross profit is an important measure of evaluatingto evaluate growth in our business. Our international operations accounted for approximately $3.6$6.6 billion of our gross profit for the year ended December 31, 2012,2014, which compares to $2.6$5.0 billion for the same period in 2011.year ended December 31, 2013. Gross profit attributable to our international operations increased, on a localconstant currency basis, by approximately 48%34% for the year ended December 31, 2012,2014 compared to the same period in 2011.year ended December 31, 2013. Gross profit attributable to our priceline.com U.S. businessbusinesses increased by approximately 2%35.4% for the year ended December 31, 2012,2014, compared to the same period in 2011.year ended December 31, 2013. Gross profit for our priceline.com U.S. businessthe year ended December 31, 2014 was positively impacted by the inclusion of OpenTable and KAYAK since their acquisitions on July 24, 2014 and May 21, 2013, respectively. Gross profit for the year ended December 31, 2013 was
negatively impacted by an accrual recorded in the first quarter of 2013 of approximately $21$20.5 million (including estimated interest and penalties) recorded for the year ended December 31, 2012travel transaction taxes, principally related to legalunfavorable rulings in the State of Hawaii and the District of Columbia, pertainingpartially offset by a credit in the fourth quarter of 2013 of $6.3 million, principally related to hotel occupancya favorable agreement and other related taxes (see Note 16 toruling in the Consolidated Financial Statements).District of Columbia.
Operating Expenses
Advertising
| | | | Year Ended December 31, | | | Year Ended December 31, | | |
| | ($000) | | | (in thousands) | | |
| | 2012 | | 2011 | | Change | 2014 | | 2013 | | Change |
| Online Advertising | $ | 1,273,637 |
| | $ | 919,214 |
| | 38.6 | % | $ | 2,360,221 |
| | $ | 1,798,645 |
| | 31.2 | % |
| % of Total Gross Profit | 31.2 | % | | 29.8 | % | | |
| 31.1 | % | | 31.5 | % | | |
|
| Offline Advertising | $ | 35,492 |
| | $ | 35,470 |
| | 0.1 | % | $ | 231,309 |
| | $ | 127,459 |
| | 81.5 | % |
| % of Total Gross Profit | 0.9 | % | | 1.2 | % | | |
| 3.0 | % | | 2.2 | % | | |
|
Online advertising expenses primarily consist of the costs of (1) search engine keyword purchases; (2) referrals from meta-search and travel research websites; (3) affiliate programs; and (4) banner, pop-up and pop-up advertisements;other Internet and (5) email campaigns.mobile advertisements. For the year ended December 31, 2012,2014, online advertising expenses increased over31.2%, compared to the same period in 2011,year ended December 31, 2013, primarily to supportgenerate increased hotel room night reservations for Booking.com and Agoda.com, increased rental car day reservations for rentalcars.com and increased travel reservations for priceline.com.gross bookings. Online advertising as a percentage of gross profit increased for the year ended December 31, 2012, compared2014 benefited from the inclusion of KAYAK and OpenTable because they spend a lower percentage of gross profit on online advertising than our other brands. Also, our consolidated results exclude intercompany advertising by our brands on KAYAK since the acquisition on May 21, 2013. In addition, the share of our business coming directly to our websites with no associated online advertising expense increased during the same period in 2011. The increase is drivenyear ended December 31, 2014. These favorable impacts were almost entirely offset for the year ended December 31, 2014 by (1) a year-over-year decline in advertising ROIs and (2) brand mix within theThe Priceline Group (2) the channel mix within our brandsas Booking.com, agoda.com and (3) recently lower returns on investment ("ROIs") from our online advertising. Our international brands are growingrentalcars.com grew faster than our priceline.com U.S. brand, and typically spend a higher percentage of gross profit on online advertising. Furthermore, our brands generally are obtaining an increasing
share of traffic through paid online advertising channels. Finally, our online advertising ROIs have recently been down year-over-year.
Offline advertising expenses are primarily related to our Booking.com, KAYAK and priceline.com businesses and primarily consist of television print and radio advertising for our priceline.com U.S. business.advertising. For the year ended December 31, 2012,2014, offline advertising was flatincreased 81.5% compared to the same periodyear ended December 31, 2013, due to the launch of offline advertising campaigns by Booking.com in 2011.Germany, the United Kingdom and Canada in 2014 and Australia in the fourth quarter of 2013, as well as incremental offline advertising by KAYAK. Offline advertising growth for the year ended December 31, 2014 was also impacted by the inclusion of KAYAK in our consolidated results since its acquisition on May 21, 2013.
Sales and Marketing
| | | | Year Ended December 31, | | | Year Ended December 31, | | |
| | ($000) | | | (in thousands) | | |
| | 2012 | | 2011 | | Change | 2014 | | 2013 | | Change |
| Sales and Marketing | $ | 195,934 |
| | $ | 162,690 |
| | 20.4 | % | $ | 310,910 |
| | $ | 235,817 |
| | 31.8 | % |
| % of Total Gross Profit | 4.8 | % | | 5.3 | % | | |
| 4.1 | % | | 4.1 | % | | |
|
Sales and marketing expenses consist primarily of (1) credit card processing fees associated with merchant transactions; (2) fees paid to third-partiesthird parties that provide call center, website content translations and other services; (3) provisions for credit card chargebacks; and (4) provisions for bad debt, primarily related to agency hotelaccommodation commission receivables. For the year ended December 31, 2012,2014, sales and marketing expenses, which are substantially variable in nature, increased overcompared to the same period in 2011,year ended December 31, 2013, primarily due to increased gross booking volumes, as well as expenses related to increased content translations. The increase was partially offset by reduced credit card processing fees resulting fromhigher public relations costs and the Durbin Amendment to the Dodd-Frank Financial Reform and Consumer Protection Act (which amendment caps the interchange fee for debit card transactions and went into effectinclusion of OpenTable since its acquisition on October 1, 2011).July 24, 2014. Sales and marketing expenses as a percentage of gross profit are typically higher for our merchant businessbusinesses, which incursincur credit card processing fees. Our merchant business grew more slowly than our agency business, and as a result, sales and marketing expenses as a percentage of total gross profit for the year ended December 31, 2012, declined2014 were favorably impacted compared to the same periodyear ended December 31, 2013. This impact was offset during the year ended December 31, 2014 by the inclusion of OpenTable in 2011.our consolidated results since its acquisition on July 24, 2014 because OpenTable spends a higher percentage of gross profit on sales and marketing than our agency businesses.
Personnel
| | | | Year Ended December 31, | | | Year Ended December 31, | | |
| | ($000) | | | (in thousands) | | |
| | 2012 | | 2011 | | Change | 2014 | | 2013 | | Change |
| Personnel | $ | 466,828 |
| | $ | 352,295 |
| | 32.5 | % | $ | 950,191 |
| | $ | 698,692 |
| | 36.0 | % |
| % of Total Gross Profit | 11.4 | % | | 11.4 | % | | |
| 12.5 | % | | 12.2 | % | | |
|
Personnel expenses consist of compensation to our personnel, including salaries, stock-based compensation, bonuses, payroll taxes and employee health benefits. ForPersonnel expenses increased during the year ended December 31, 2012, personnel expenses increased over2014, compared to the same period in 2011,year ended December 31, 2013, due primarily to increased headcount to support the growth of our international businessesbusinesses. The inclusion of OpenTable and the one-time wage tax levy of approximately $14 million described below. KAYAK in our consolidated results since their acquisitions on July 24, 2014 and May 21, 2013, respectively, contributed to this increase in personnel expenses.
Stock-based compensation expense was approximately $71.6$186.4 million for the year ended December 31, 20122014, compared to $65.7$140.5 million for the year ended December 31, 2011.2013. Stock-based compensation expense for the years ended December 31, 20122014 and 2011 included2013 includes charges amounting to $0.9$20.6 million and $10.3$24.1 million, respectively, representing the cumulative impact of adjusting the estimated probable outcome at the end of the performance period for certain outstanding unvested performance share units. Stock-based compensation expense for the year ended December 31, 2014 also includes $26.5 million of compensation expense related to 2014 acquisitions.
In July 2012,December 2013, the Dutch Government enacted certain amendments to Dutch tax law including among other things, a one-time irrecoverableirrevocable levy on an employer applied to employee earnings, equal to 16% of an employee's 2012 earnings in excess of 150,000 Euros. The levy will be remitted to the tax authorities in 2013. The tax law amendments provide for this levy to automatically be repealed after 2013. This levy resulted in additional payroll taxes recorded in personnel expense of approximately $14$12 million (approximately $10$9 million after tax). Of the total additional payroll taxes, approximately $13 million were recorded in the thirdfourth quarter of 2012.2013. There was no similar tax levy in 2014.
General and Administrative
| | | | Year Ended December 31, | | | Year Ended December 31, | | |
| | ($000) | | | (in thousands) | | |
| | 2012 | | 2011 | | Change | 2014 | | 2013 | | Change |
| General and Administrative | $ | 173,171 |
| | $ | 123,652 |
| | 40.0 | % | $ | 352,869 |
| | $ | 252,994 |
| | 39.5 | % |
| % of Total Gross Profit | 4.2 | % | | 4.0 | % | | |
| 4.7 | % | | 4.4 | % | | |
|
General and administrative expenses consist primarily of: (1) occupancy and office expenses; (2) personnel related expenses such as travel, recruiting and training expenses; and travel expenses; (2)(3) fees for outside professionals, including litigation expenses; and (3) occupancy expenses. General and administrative expenses increased during the year ended December 31, 2012 over2014, compared to the same period in 2011,year ended December 31, 2013, due primarily due to higher occupancy and office expenses related to the expansion of our office capacity worldwideinternational businesses and higher personnel related expenses related to support continued growthincreased headcount in all of our businesses. The inclusion of OpenTable and KAYAK in our international operations. consolidated results since their acquisitions on July 24, 2014 and May 21, 2013, respectively, contributed to the increase in general and administrative expenses for the year ended December 31, 2014 compared to the year ended December 31, 2013.
General and administrative expenses for the year ended December 31, 2012 includes2014 included approximately $3$6.9 million of professional fees related to consummated acquisitions. General and administrative expenses for the year ended December 31, 2013 included approximately $8.5 million of professional fees related to the acquisition of KAYAK and a charge of approximately $3 million related to certain leased space that was vacated in connection with the relocation of Booking.com's headquarters to a new location in Amsterdam. Additionally, we have had higher recruiting, training and travel expenses related to increased headcount in all of our businesses.KAYAK.
Information Technology
| | | | Year Ended December 31, | | | Year Ended December 31, | | |
| | ($000) | | | (in thousands) | | |
| | 2012 | | 2011 | | Change | 2014 | | 2013 | | Change |
| Information Technology | $ | 43,685 |
| | $ | 33,813 |
| | 29.2 | % | $ | 97,498 |
| | $ | 71,890 |
| | 35.6 | % |
| % of Total Gross Profit | 1.1 | % | | 1.1 | % | | |
| 1.3 | % | | 1.3 | % | | |
|
Information technology expenses consist primarily of: (1) outsourced data center costs relating to our U.S.software license and international data centers; (2) system maintenance and software license fees; (3)(2) data communications and other expenses associated with operating our services; (3) outsourced data center costs; and (4) payments to outside consultants. ForInformation technology expense increased during the year ended December 31, 2012, the increase in information technology expenses2014, compared to the same period in 2011 wasyear ended December 31, 2013, due primarily to growth in our worldwide operations. The inclusion of OpenTable and KAYAK in our consolidated results since their acquisitions on July 24, 2014 and May 21, 2013, respectively, contributed to the increase in information technology expenses for the year ended December 31, 2014 compared to the year ended December 31, 2013.
Depreciation and Amortization
| | | | Year Ended December 31, | | | Year Ended December 31, | | |
| | ($000) | | | (in thousands) | | |
| | 2012 | | 2011 | | Change | 2014 | | 2013 | | Change |
| Depreciation and Amortization | $ | 65,141 |
| | $ | 53,824 |
| | 21.0 | % | $ | 207,820 |
| | $ | 117,975 |
| | 76.2 | % |
| % of Total Gross Profit | 1.6 | % | | 1.7 | % | | |
| 2.7 | % | | 2.1 | % | | |
|
Depreciation and amortization expenses consist of: (1) amortization of intangible assets with determinable lives; (2) depreciation on computer equipment; (3) amortizationdepreciation of internally developed and purchased software; and (4) depreciation of leasehold improvements, office equipment and furniture and fixtures.fixtures and office equipment. For the year ended December 31, 2012,2014, depreciation and amortization expense increased from the same period in 2011year ended December 31, 2013 due principallyprimarily to increased intangible amortization from the OpenTable and KAYAK acquisitions and increased depreciation expense due to capital expenditures for additional data center capacity and office build outs to support growth and geographic expansion, principally related to our Booking.com brand. We expect future capital expenditures to also be higher than prior historical levels as we continue to invest to support business growth.business.
Other Income (Expense)
| | | | Year Ended December 31, | | | Year Ended December 31, | | |
| | ($000) | | | (in thousands) | | |
| | 2012 | | 2011 | | Change | 2014 | | 2013 | | Change |
| Interest Income | $ | 3,860 |
| | $ | 8,119 |
| | (52.5 | )% | $ | 13,933 |
| | $ | 4,167 |
| | 234.4 | % |
| Interest Expense | (62,064 | ) | | (31,721 | ) | | 95.7 | % | (88,353 | ) | | (83,289 | ) | | 6.1 | % |
| Foreign Currency Transactions and Other | (9,720 | ) | | (7,526 | ) | | 29.2 | % | (9,444 | ) | | (36,755 | ) | | (74.3 | )% |
| Total | $ | (67,924 | ) | | $ | (31,128 | ) | | 118.2 | % | $ | (83,864 | ) | | $ | (115,877 | ) | | (27.6 | )% |
For the year ended December 31, 2012,2014, interest income on cash and marketable securities decreased overincreased compared to the same period in 2011,year ended December 31, 2013, primarily due to lower yields partially offset by an increase in the average invested balance invested.and higher yields. Interest expense increased for the year ended December 31, 2012 as2014, compared to the same period in 2011,year ended December 31, 2013, primarily due to an increaseinterest expense attributable to our Senior Notes issued in the average outstanding debt resulting from theAugust 2014 and September 2014 and interest expense attributable to our Senior Convertible Notes issued in May 2013, partially offset by early conversions of our 1.25% Convertible Senior Notes due March 2012 issuance of $1.0 billion aggregate principal amount of convertible senior notes, and fees on the undrawn $1.0 billion revolving credit facility entered into in October 2011.2015.
Derivative contracts that hedge our exposure to the impact of currency fluctuations on the translation of our international operating results into U.S. Dollars upon consolidation resulted in foreign exchange gains of $0.7 million and $4.0$13.7 million for the yearsyear ended December 31, 2012 and 2011, respectively, and2014 compared with foreign exchange gains of $0.3 million for the year ended December 31, 2013, which are recorded in "Foreign currency transactions and other" onin the Consolidated Statements of Operations.
Foreign exchange transaction losses, including costs related to foreign exchange transactions, resulted in losses of $10.5 million and $11.3$17.6 million for the yearsyear ended December 31, 2012 and 2011, respectively, and2014, compared to foreign exchange transaction losses of $10.2 million for the year ended December 31, 2013, are recorded in "Foreign currency transactions and other" onin the Consolidated Statements of Operations.
During the fourth quarteryear ended December 31, 2014, we delivered cash of 2011, we began classifying certain foreign currency processing fees as an offset$122.9 million to revenue earned fromrepay the third partyaggregate principal amount and issued 300,256 shares of our common stock and paid cash of $2.2 million in satisfaction of the conversion value in excess of the principal amount associated with our 1.25% Convertible Senior Notes due March 2015 that processeswere converted prior to maturity. The conversion of our convertible debt prior to maturity resulted in a non-cash loss of $6.3 million for the paymentsyear ended December 31, 2014, compared to a non-cash loss of $26.7 million for merchant hotel transactions. Such processing feesthe year ended December 31, 2013, which is recorded toin "Foreign currency transactions and other" forin the nine months ended September 30, 2011 amounted to approximately $5.0 million.Consolidated Statements of Operations.
Income Taxes
|
| | | | | | | | | | |
| | Year Ended December 31, | | |
| | ($000) | | |
| | 2012 | | 2011 | | Change |
| Income Tax Expense | $ | 337,832 |
| | $ | 308,663 |
| | 9.5 | % |
|
| | | | | | | | | | |
| | Year Ended December 31, | | |
| | (in thousands) | | |
| | 2014 | | 2013 | | Change |
| Income Tax Expense | $ | 567,695 |
| | $ | 403,739 |
| | 40.6 | % |
Our effective tax rates, expressed as income tax expense as a percentage of earnings before income taxes, for the years ended December 31, 20122014 and 20112013 were 19.2%19.0% and 22.6%17.6%, respectively. The decrease in our effective tax rate is primarily due to an increase in the Innovation Box Tax benefit in 2012. Our effective tax rate differs from the expected tax provision at the U.S. federal statutory tax rate of 35%, principally due to lower foreign tax rates outside the United States, partially offset by U.S. state income taxes and certain non-deductible expenses. Our effective tax rate was higher for the year ended December 31, 2014, compared to the year ended December 31, 2013, primarily due to the acquisitions of OpenTable on July 24, 2014 and KAYAK on May 21, 2013, both of which are principally taxed at the higher U.S. tax rates.
Effective January 1, 2010, the Netherlands modified itsAccording to Dutch corporate income tax law, related to income generated from qualifying "innovative"innovative activities (the "Innovationis taxed at a rate of 5% ("Innovation Box Tax"). Earnings that qualify for the Innovation Box Tax are taxed at the rate of 5% rather than the Dutch statutory rate of 25.0%25%. Booking.com obtained a ruling from the Dutch tax authorities in February 2011 confirming that aA portion of itsBooking.com's earnings ("qualifying earnings") is eligible for Innovation Box Tax treatment. In this ruling,during the Dutch tax authorities require that the Innovation Box Tax benefit be phased in over a multi-year period. The benefit is fully phased in for the Company starting in 2012. The amount of qualifying earnings expressed as a percentage of the total pretax earnings in the Netherlands will vary depending upon the level of total pretax earnings that is achieved in any given year. The ruling from the Dutch tax authorities is valid from January 1, 2010 throughyears ended December 31, 2014 which includes a one year extension granted by the Dutch tax authorities in August 2012.
In order to be eligibleand 2013 qualified for Innovation Box Tax treatment, Booking.com must, among other things, apply for and obtainwhich had a research and development ("R&D") certificate from a Dutch governmental agency every six months confirming thatsignificant beneficial impact on the activities that Booking.com intends to be engaged in over the subsequent six month period are "innovative." The R&D certificate is current but should Booking.com fail to secure such a certificate in any future period - for example, because the
governmental agency does not view Booking.com's new or anticipated activities as "innovative" - or should this agency determine that the activities contemplated to be performed in a prior period were not performed as contemplated or did not comply with the agency's requirements, Booking.com may lose its certificate and, as a result, the Innovation Box Tax benefit may be reduced or eliminated.
Booking.com intends to apply for continued Innovation Box Tax treatment for future periods. Booking.com's application may not be accepted, or, if accepted, the amount of qualifying earnings may be reduced or the applicableCompany's effective tax rate on qualifying earnings may be higher than the current rate at that time. In addition, the tax law may change resulting in a reduction or elimination of the tax benefit.
Until our U.S. net operating loss carryforwards are utilized or expire, we do not expect to make tax payments on our U.S. income, except for federal alternative minimum tax and state income taxes. However, we expect to pay foreign taxes on our foreign income. We expect that our international operations will grow their pretax income at higher rates than the U.S. business over the long term and, therefore, it is our expectation that our cash tax payments will increase as our international businesses generate an increasing share of our pre-tax income.
The Internal Revenue Service initiated an audit of our 2009 and 2010 federal income tax returns for the first time in the third quarter of 2011. The audit was concluded in June 2012 with no impact on our financial position, results of operations or cash flows (see Note 15 to the Consolidated Financial Statements for further information on the audit).those periods.
Redeemable Noncontrolling Interests
|
| | | | | | | | | |
| | Year Ended December 31, | | |
| | ($000) | | |
| | 2012 | | 2011 | | Change |
| Net income attributable to noncontrolling interests | $ | 4,471 |
| | 2,760 |
| | 62.0 | % |
|
| | | | | | | | | |
| | Year Ended December 31, | | |
| | (in thousands) | | |
| | 2014 | | 2013 | | Change |
| Net Income Attributable to Noncontrolling Interests | $ | — |
| | $ | 135 |
| | NA |
The net income attributable to noncontrolling interests forWe purchased the year ended December 31, 2012, compared toremaining outstanding shares underlying the same period in 2011 increased due mainly to improved year-over-year operating performance for the rentalcars.com business, partially offset by a reduction in redeemable noncontrolling interests from 19.0% in April 2011 to 12.7% in April 2012.2013.
Results of Operations
Year Ended December 31, 2011 compared to Year Ended December 31, 2010
Operating and Statistical Metrics
Gross bookings resulting from hotel room night reservations, rental car days and airline tickets sold through our international and domestic operations for the years ended December 31, 2011 and 2010 were as follows (numbers may not total due to rounding):
|
| | | | | | | | | | |
| | Year Ended December 31, | | |
| | (in millions) | | |
| | 2011 | | 2010 | | Change |
| International | $ | 16,909 |
| | $ | 9,480 |
| | 78.4 | % |
| Domestic | 4,748 |
| | 4,166 |
| | 14.0 | % |
| Total | $ | 21,658 |
| | $ | 13,646 |
| | 58.7 | % |
Gross bookings increased by 58.7% for the year ended December 31, 2011, compared to the same period in 2010, principally due to 52.6% growth in hotel room night reservation. The 78.4% increase in international gross bookings (growth on a local currency basis was approximately 70%) was attributable to growth in international hotel room night reservations for our Booking.com and Agoda businesses, as well as higher ADRs charged for hotel stays and growth in international car reservations for our rentalcars.com business, which was acquired in May 2010. Domestic gross bookings increased by 14.0% for the year ended December 31, 2011, compared to the same period in 2010, primarily due to growth in gross bookings from our price-disclosed airline ticket and hotel room night reservation services and our Name Your Own Price® hotel room night
and airline ticket reservation services. Higher ADRs drove growth in gross bookings related to our Name Your Own Price®hotel business despite a modest year-over-year decline in Name Your Own Price®hotel room night reservations for the year ended December 31, 2011.
Gross bookings resulting from hotel room night reservations, rental car days and airline tickets sold through our agency and merchant models for the years ended December 31, 2011 and 2010 were as follows (numbers may not total due to rounding):
|
| | | | | | | | | | |
| | Year Ended December 31, | | |
| | (in millions) | | |
| | 2011 | | 2010 | | Change |
| Agency | $ | 17,610 |
| | $ | 10,781 |
| | 63.3 | % |
| Merchant | 4,048 |
| | 2,864 |
| | 41.3 | % |
| Total | $ | 21,658 |
| | $ | 13,646 |
| | 58.7 | % |
Agency gross bookings increased 63.3% for the year ended December 31, 2011, compared to the same period in 2010, due to growth in the sale of Booking.com hotel room night reservations. Our U.S. priceline.com business experienced growth in reservations of agency price-disclosed hotel room nights, airline tickets and rental car days. Merchant gross bookings increased 41.3% for the year ended December 31, 2011, compared to the same period in 2010, due to an increase in gross bookings from our Agoda hotel room night reservation service, our rentalcars.com rental car reservation service, our priceline.com merchant price-disclosed hotel room night reservation service and our Name Your Own Price® hotel room night, airline ticket and rental car reservation services. Higher ADRs drove growth in gross bookings related to our Name Your Own Price®hotel business despite a modest year-over-year decline in Name Your Own Price®hotel room night reservations for the year ended December 31, 2011.
|
| | | | | | |
Year Ended | | Hotel Room
Nights
| | Rental
Car Days
| | Airline
Tickets
|
| | | | | | |
December 31, 2011 | | 141.6 million | | 23.8 million | | 6.2 million |
| | | | | | |
December 31, 2010 | | 92.8 million | | 16.3 million | | 5.9 million |
Hotel room night reservations sold increased by 52.6% for the year ended December 31, 2011, over the same period in 2010, principally due to an increase in the sale of Booking.com, Agoda and priceline.com price-disclosed hotel room night reservations, partially offset by a modest decline in Name Your Own Price® hotel room night reservations. Booking.com, our most significant brand, currently includes over 185,000 hotels and accommodations on its website as compared to about 120,000 hotels and accommodations last year (updated hotel counts are available on the Booking.com website). Booking.com has added hotels over the past year in its core European market as well as higher-growth markets such as North America (which is a newer market for Booking.com), Asia-Pacific and South America. An increasing amount of our business from a destination and point-of-sale perspective is conducted in these newer markets which are growing faster than our overall growth rate. Our U.S. priceline.com price-disclosed hotel room night reservations benefited from the integration of U.S. hotels from the Booking.com extranet on the priceline.com website.
Rental car days sold increased by 45.6% for the year ended December 31, 2011, over the same period in 2010, primarily due to the inclusion of rental car day reservations from rentalcars.com, which we acquired in May 2010, as well as an increase in Name Your Own Price® rental car reservations.
Airline tickets sold increased by 5.7% for the year ended December 31, 2011, over the same period in 2010, due to an increase in both price-disclosed and Name Your Own Price® airline ticket reservations.
Revenues
|
| | | | | | | | | | |
| | Year Ended December 31, | | |
| | ($000) | | |
| | 2011 | | 2010 | | Change |
| Agency Revenues | $ | 2,339,253 |
| | $ | 1,380,603 |
| | 69.4 | % |
| Merchant Revenues | 2,004,432 |
| | 1,691,640 |
| | 18.5 | % |
| Other Revenues | 11,925 |
| | 12,662 |
| | (5.8 | )% |
| Total Revenues | $ | 4,355,610 |
| | $ | 3,084,905 |
| | 41.2 | % |
Agency Revenues
Agency revenues for the year ended December 31, 2011 increased 69.4% compared to the same period in 2010, primarily as a result of growth in the business of Booking.com. Our U.S. agency hotel room night reservations benefited from the integration of U.S. hotels from the Booking.com extranet on the priceline.com website.
Merchant Revenues
Merchant revenues for the year ended December 31, 2011 increased 18.5% compared to the same period in 2010, primarily due to an increase in merchant revenues from our Agoda price-disclosed hotel room night reservation service, our rentalcars.com rental car reservation service, our Name Your Own Price® airline ticket and hotel room night reservation services and our priceline.com price-disclosed hotel room night reservation service.
Other Revenues
Other revenues during the year ended December 31, 2011 consisted primarily of advertising. Other revenues for the year ended December 31, 2011 decreased 5.8% compared to the same period in 2010.
Cost of Revenues
|
| | | | | | | | | | |
| | Year Ended December 31, | | |
| | ($000) | | |
| | 2011 | | 2010 | | Change |
| Cost of Revenues | $ | 1,275,730 |
| | $ | 1,175,934 |
| | 8.5 | % |
| % of Merchant Revenues | 63.6 | % | | 69.5 | % | | |
|
Cost of Revenues
For the year ended December 31, 2011, cost of revenues consisted primarily of: (1) the cost of Name Your Own Price® hotel room reservations from our suppliers, net of applicable taxes, (2) the cost of Name Your Own Price® rental cars from our suppliers, net of applicable taxes; and (3) the cost of Name Your Own Price® airline tickets, net of the federal air transportation tax, segment fees and passenger facility charges imposed in connection with the sale of airline tickets. Cost of revenues for the year ended December 31, 2011 increased by 8.5%, compared to the same period in 2010, primarily due to the increase in Name Your Own Price®revenues discussed above. Merchant price-disclosed hotel room and car rental reservations are recorded in merchant revenues net of the amounts paid to suppliers and therefore, there is no associated cost of revenues for merchant price-disclosed hotel revenues. Cost of revenues as a percentage of their associated merchant revenues decreased primarily due to the increase in merchant price-disclosed hotel revenues and the addition of rentalcars.com merchant revenue, all of which are recorded on a "net" basis.
Agency revenues are recorded at their net amount, which are amounts received less amounts paid to suppliers, if any, and therefore, there are no costs of agency revenues.
Gross Profit
|
| | | | | | | | | | |
| | Year Ended December 31, | | |
| | ($000) | | |
| | 2011 | | 2010 | | Change |
| Gross Profit | $ | 3,079,880 |
| | $ | 1,908,971 |
| | 61.3 | % |
| Gross Margin | 70.7 | % | | 61.9 | % | | |
|
Total gross profit for the year ended December 31, 2011 increased by 61.3% compared to the same period in 2010, primarily as a result of increased revenue discussed above. Total gross margin (gross profit expressed as a percentage of total revenue) increased during the year ended December 31, 2011, compared to the same period in 2010 because Name Your Own Price® revenues, which are recorded "gross" with a corresponding cost of revenue, represented a smaller percentage of total revenues compared to retail, price-disclosed revenues which are primarily recorded "net" with no corresponding cost of revenues. Because Name Your Own Price® transactions are reported "gross" and retail transactions are primarily recorded on a "net" basis, we believe that gross profit has become an increasingly important measure of evaluating growth in our business. Our international operations accounted for approximately $2.6 billion of our gross profit for the year ended December 31, 2011, which compares to approximately $1.4 billion for the same period in 2010. Gross profit attributable to our international operations increased, on a local currency basis, by approximately 70% in the year ended December 31, 2011, compared to the same period in 2010.
Operating Expenses
Advertising
|
| | | | | | | | | | |
| | Year Ended December 31, | | |
| | ($000) | | |
| | 2011 | | 2010 | | Change |
| Online Advertising | $ | 919,214 |
| | $ | 552,140 |
| | 66.5 | % |
| % of Total Gross Profit | 29.8 | % | | 28.9 | % | | |
|
| Offline Advertising | $ | 35,470 |
| | $ | 35,714 |
| | (0.7 | )% |
| % of Total Gross Profit | 1.2 | % | | 1.9 | % | | |
|
Online advertising expenses primarily consist of the costs of (1) search engine keyword purchases; (2) referrals from meta-search and travel research websites; (3) affiliate programs; (4) banner and pop-up advertisements; and (5) e-mail campaigns. For the year ended December 31, 2011, online advertising expenses increased over the same period in 2010, primarily to support increased hotel room night reservations for Booking.com and Agoda, increased rental car day reservations for rentalcars.com and increased hotel room night reservations for priceline.com. Online advertising as a percentage of gross profit increased for the year ended December 31, 2011, compared to the same period in 2010. The increase is driven primarily by brand mix rather than a change in the fundamental efficiency of our advertising by brand. Our international brands grew faster than our priceline.com U.S. brands, and spent a higher percentage of gross profit on online advertising. Furthermore, the priceline.com brand obtained an increased share of its traffic through online advertising. We recognize advertising expense as incurred at the time of booking, but recognize the gross profit for price-disclosed hotel room and rental car reservations when the travel is completed.
Offline advertising expenses are related to our domestic television, print and radio advertising for priceline.com. For the year ended December 31, 2011, offline advertising was flat compared to the same period in 2010. We recognize expense for production costs of advertising the first time the advertising takes place.
Sales and Marketing
|
| | | | | | | | | | |
| | Year Ended December 31, | | |
| | ($000) | | |
| | 2011 | | 2010 | | Change |
| Sales and Marketing | $ | 162,690 |
| | $ | 116,303 |
| | 39.9 | % |
| % of Total Gross Profit | 5.3 | % | | 6.1 | % | | |
|
Sales and marketing expenses consist primarily of (1) credit card processing fees associated with merchant transactions; (2) fees paid to third-parties that provide call center, website content translations and other services; (3) provisions for credit card chargebacks; and (4) provisions for bad debt, primarily related to agency hotel commission receivables. For the year ended December 31, 2011, sales and marketing expenses, which are substantially variable in nature, increased over the same period in 2010, primarily due to increased gross booking volumes as well as expenses related to increased content translations. Our U.S. merchant business benefited from the impact of reduced credit card processing fees resulting from Durbin Amendment to the Dodd-Frank Financial Reform and Consumer Protection Act (which amendment caps the interchange fee for debit card transactions and went into effect on October 1, 2011), partially offset by the impact of higher costs resulting from increases in foreign currency transactions and increased cancellation rates from our Agoda business. Costs associated with our U.S. priceline.com business comprise a large component of sales and marketing expenses. Our U.S. priceline.com business grew more slowly than our total gross profit, which benefited from the high growth in our international agency business, and as a result, sales and marketing expenses as a percentage of total gross profit for the year ended December 31, 2011 declined compared to the same period in 2010.
Personnel
|
| | | | | | | | | | |
| | Year Ended December 31, | | |
| | ($000) | | |
| | 2011 | | 2010 | | Change |
| Personnel | $ | 352,295 |
| | $ | 270,071 |
| | 30.4 | % |
| % of Total Gross Profit | 11.4 | % | | 14.1 | % | | |
|
Personnel expenses consist of compensation to our personnel, including salaries, bonuses, payroll taxes, employee health benefits and stock-based compensation. For the year ended December 31, 2011, personnel expenses increased over the same period in 2010, due primarily to increased headcount to support the growth of our international businesses. Stock-based compensation expense was approximately $65.7 million for the year ended December 31, 2011 compared to $68.2 million for the year ended December 31, 2010. Stock-based compensation for the years ended December 31, 2011 and 2010 included charges amounting to $10.3 million and $13.4 million, respectively, representing the cumulative impact of adjusting the estimated probable outcome at the end of the performance period for certain outstanding unvested performance share units.
General and Administrative
|
| | | | | | | | | | |
| | Year Ended December 31, | | |
| | ($000) | | |
| | 2011 | | 2010 | | Change |
| General and Administrative | $ | 123,652 |
| | $ | 81,185 |
| | 52.3 | % |
| % of Total Gross Profit | 4.0 | % | | 4.3 | % | | |
|
General and administrative expenses consist primarily of: (1) personnel related expenses such as recruiting, training and travel expenses; (2) fees for outside professionals, including litigation expenses; and (3) occupancy expenses. General and administrative expenses increased during the year ended December 31, 2011, over the same period in 2010, due to higher recruiting, training and travel expenses related to increased headcount at Booking.com, Agoda and rentalcars.com. Additionally, we significantly increased our office capacity worldwide to support continued growth in our international
operations. The year ended December 31, 2010 included a favorable expense adjustment of approximately $2.7 million in connection with the resolution of certain franchise and sales and use tax issues related to our corporate headquarters location, and a charge of $1.7 million related to a court ruling in South Carolina.
Information Technology
|
| | | | | | | | | | |
| | Year Ended December 31, | | |
| | ($000) | | |
| | 2011 | | 2010 | | Change |
| Information Technology | $ | 33,813 |
| | $ | 20,998 |
| | 61.0 | % |
| % of Total Gross Profit | 1.1 | % | | 1.1 | % | | |
|
Information technology expenses consist primarily of: (1) outsourced data center costs relating to our U.S. and international data centers; (2) system maintenance and software license fees; (3) data communications and other expenses associated with operating our Internet sites; and (4) payments to outside consultants. For the year ended December 31, 2011, the increase in information technology expenses compared to the same period in 2010 was due primarily to growth in our worldwide operations.
Depreciation and Amortization
|
| | | | | | | | | | |
| | Year Ended December 31, | | |
| | ($000) | | |
| | 2011 | | 2010 | | Change |
| Depreciation and Amortization | $ | 53,824 |
| | $ | 45,763 |
| | 17.6 | % |
| % of Total Gross Profit | 1.7 | % | | 2.4 | % | | |
|
Depreciation and amortization expenses consist of: (1) amortization of intangible assets with determinable lives; (2) depreciation on computer equipment; (3) amortization of internally developed and purchased software; and (4) depreciation of leasehold improvements, office equipment and furniture and fixtures. For the year ended December 31, 2011, depreciation expense increased from the same period in 2010 due principally to capital expenditures for additional data center capacity and office build outs to support growth and geographic expansion, principally related to our Booking.com brand. In addition, for the year ended December 31, 2011, amortization expense increased from the same period in 2010 due to acquisition-related amortization in connection with our acquisition of rentalcars.com in May 2010.
Other Income (Expense)
|
| | | | | | | | | | |
| | Year Ended December 31, | | |
| | ($000) | | |
| | 2011 | | 2010 | | Change |
| Interest Income | $ | 8,119 |
| | $ | 3,857 |
| | 110.5 | % |
| Interest Expense | (31,721 | ) | | (29,944 | ) | | 5.9 | % |
| Foreign Currency Transactions and Other | (7,526 | ) | | (14,427 | ) | | (47.8 | )% |
| Total | $ | (31,128 | ) | | $ | (40,514 | ) | | (23.2 | )% |
For the year ended December 31, 2011, interest income on cash and marketable securities increased over the same period in 2010, primarily due to an increase in the average balance invested. Interest expense increased for the year ended December 31, 2011, as compared to the same period in 2010, primarily due to an increase in the average outstanding debt resulting from the March 2010 issuance of $575.0 million aggregate principal amount of convertible senior notes, and fees on the undrawn $1 billion revolving credit facility entered into in October 2011.
Derivative contracts that hedge our exposure to the impact of currency fluctuations on the translation of our international operations into U.S. dollars upon consolidation resulted in foreign exchange gains of $4.0 million for the year
ended December 31, 2011 compared to foreign exchange gains of $2.9 million for the year ended December 31, 2010, and are recorded in "Foreign currency transactions and other."
Foreign exchange transaction losses, including costs related to foreign exchange transactions, resulted in losses of $11.3 million for the year ended December 31, 2011, compared to losses of $6.0 million for the year ended December 31, 2010, and are recorded in "Foreign currency transactions and other."
In addition, losses of $11.3 million for the year ended December 31, 2010 resulted from convertible debt conversions during 2010, and are recorded in "Foreign currency transactions and other."
During the fourth quarter of 2011, we began classifying certain foreign currency processing fees, amounting to $2.2 million, as an offset to revenue earned from the third party that processes the payments for merchant hotel transactions.
Income Taxes
|
| | | | | | | | | | |
| | Year Ended December 31, | | |
| | ($000) | | |
| | 2011 | | 2010 | | Change |
| Income Tax Expense | $ | 308,663 |
| | $ | 218,141 |
| | 41.5 | % |
Our effective tax rates for the years ended December 31, 2011 and 2010 were 22.6% and 29.2%, respectively. Our effective tax rate differs from the expected tax provision at the U.S. statutory tax rate of 35% principally due to lower foreign tax rates, the Innovation Box Tax benefit, and the resolution of an uncertain tax position during the second quarter of 2011. Following the conclusion of an audit, we reversed a reserve of approximately $12.5 million in the three months ended June 30, 2011 for unrecognized tax benefits attributable to tax positions taken in 2010.
The effective tax rate for the year ended December 31, 2011 is lower compared to 2010 primarily due to a higher percentage of foreign income, which is taxed at lower rates, the Innovation Box Tax benefit, and the reversal of the reserve for unrecognized tax benefits referred to above. The Innovation Box Tax did not have a material impact on our 2010 results. The impact of the Innovation Box Tax for 2011 reduced our consolidated effective income tax rate by approximately four percentage points.
Redeemable Noncontrolling Interests
|
| | | | | | | | | | |
| | Year Ended December 31, | | |
| | ($000) | | |
| | 2011 | | 2010 | | Change |
| Net income attributable to noncontrolling interests | $ | 2,760 |
| | $ | 601 |
| | 359.2 | % |
The net income attributable to redeemable noncontrolling interest for the year ended December 31, 2011 compared to the same period in 2010 increased primarily due to the improved year-over-year operating performance for rentalcars.com.
Liquidity and Capital Resources
As of December 31, 2012,2015, we had $5.2$10.6 billion in cash, cash equivalents, short-term investments and short-termlong-term investments. Approximately $3.1$9.8 billion of our cash, cash equivalents and short-term investments areis held by our international subsidiaries and areis denominated primarily in U.S. Dollars, Euros and, to a lesser extent, in British Pound Sterling.Pounds Sterling and other currencies. We currently intend to permanentlyindefinitely reinvest this cash in our foreign operations. We could notthese funds outside of the United States. If we repatriate this cash to the United States, without utilizingwe would utilize our net operating loss carryforwards and potentially incurringbeyond that amount incur additional tax payments in the United States. Cash equivalents, and short-term investments and long-term investments are primarily comprised of U.S. and foreign corporate bonds, U.S. and foreign government securities, high-grade commercial paper, U.S. government agency securities, Ctrip American Depositary Shares ("ADSs") and bank deposits.
On May 26, 2015, we invested $250 million in five-year senior convertible notes issued at par by Ctrip.com International Ltd. ("Ctrip"). On December 11, 2015, we invested $500 million in a ten-year senior convertible note issued at par value by Ctrip. During 2015, we invested an additional $208.4 million in Ctrip ADSs.
In October 2011,June 2015, we entered into a $1$2.0 billion five-year unsecured revolving credit facility with a group of lenders. Borrowings under the revolving credit facility will bear interest, at our option, at a rate per annum equal to either (i) the adjusted LIBOR for the interest period in effect for such borrowing plus an applicable margin ranging from 1.00%0.875% to 1.50%; or
(ii) the greatest of (a) JPMorgan Chase Bank National Association'sof America, N.A.'s prime lending rate, (b) the federal funds rate plus 0.50%0.5%, and (c) an adjusted LIBOR for an interest period of one month plus 1.00%, plus an applicable margin ranging from 0.00% to 0.50%. Undrawn balances available under the revolving credit facility are subject to commitment fees at the applicable rate ranging from 0.10%0.085% to 0.25%0.20%.
The revolving credit facility provides for the issuance of up to $100.0$70.0 million of letters of credit as well as borrowings of up to $50$50.0 million on same-day notice, referred to as swingline loans. Borrowings under the revolving credit facility may be made in U.S. Dollars, Euros, British Pounds Sterling and any other foreign currency agreed to by the lenders. The proceeds of loans made under the facility will be used for working capital and general corporate purposes. As of December 31, 2012,2015, there were no borrowings under the facility,outstanding and approximately $1.9$2.5 million of letters of credit were issued under the facility.
During the year ended December 31, 2015, we repurchased 2,539,921 shares of our common stock for an aggregate cost of $3.1 billion. As of December 31, 2012, we had2015, there was no remaining authorizationsauthorization from our Board of Directors to repurchase $459.2 millionpurchase our common stock.
In the first quarter of 2016, the Board of Directors authorized a program allowing us to purchase of up to $3.0 billion of our common stock. We may from time to time make additional repurchases of our common stock, depending on prevailing market conditions, alternate uses of capital and other factors. We expect to use cash on hand and generated by our operations in the United States to fund our share repurchases. We may also utilize our revolving credit facility or raise funds through the debt capital markets to fund share repurchases.
In September 2015, we paid $18.4 million to settle a contingent liability related to an acquisition. The portion of the payment related to the acquisition-date estimated fair value of $10.7 million is shown as a financing activity and the remaining portion of the payment for $7.7 million, which was charged to general and administrative expenses as a fair value adjustment, is included as an operating activity in the Consolidated Statement of Cash Flows for the year ended December 31, 2015.
In March 2015, we issued Senior Notes due 2027 for an aggregate principal amount of 1.0 billion Euros, with an interest rate of 1.8%. Interest on the notes is payable annually on March 3, beginning March 3, 2016. In addition, in March 2015, we issued $500 million aggregate principal amount of Senior Notes due 2025, with an interest rate of 3.65%. Interest on the 2025 Notes is payable semi-annually on March 15 and September 15, beginning September 15, 2015. In November 2015, we issued Senior Notes due 2022 for an aggregate principal amount of 750 million Euros, with an interest rate of 2.15%. Interest on the 2022 Notes is payable annually on November 25, beginning November 25, 2016. The net proceeds of these notes were used for general corporate purposes. See Note 10 to the Consolidated Financial Statements for further details on these notes.
In March 2015, in connection with the maturity or conversion prior to maturity of the remaining outstanding 1.25% Convertible Senior Notes due March 15, 2015, we paid $37.5 million to satisfy the aggregate principal amount due and paid an additional $110.1 million in satisfaction of the conversion value in excess of the principal amount.
Our merchant transactions are structured such that we collect cash up front from our customersconsumers and then we pay most of our supplierstravel service providers at a subsequent date. We therefore tend to experience significant swings in accounts receivable,
deferred merchant bookings and suppliertravel service provider payables seasonally depending on the absolute level of our merchant transactions during the last few weeks of every quarter.
Net cash provided by operating activities for the year ended December 31, 2012,2015, was $1.8$3.1 billion, resulting from net income of $1.42.6 billion, and a favorable impact of $558.9 million for non-cash items not affecting cash flows, of $217.9 million andpartially offset by net favorableunfavorable changes in working capital and other assets and liabilities of $143.8$8.0 million. The changes in working capital for the year ended December 31, 2012,2015, were primarily related to a $256.0$166.2 million increase in accounts payable, accrued expenses and other current liabilities, partially offset by a $105.3$68.7 million increase in accounts receivable.receivable and $81.6 million increase in prepaid expenses and other current assets. The increase in these working capital balances was primarily related to increases in business volumes. Non-cash items were primarily associated with deferred income taxes, stock-based compensation expense, depreciation and amortization, and amortization of debt discount.discount and deferred income taxes.
Net cash provided by operating activities for the year ended December 31, 2011,2014, was $1.3$2.9 billion, resulting from net income of $1.1$2.4 billion and net favorable changes in working capital of $84.8 million, and a favorable impact of $197.9 million for non-cash items not affecting cash flows. Forflows of $518.0 million, slightly offset by net unfavorable changes in working capital and other assets and liabilities of $25.4 million. The changes in working capital for the year ended December 31, 2011,2014, were primarily related to a $203.9 million increase in accounts payable, accrued expenses and other current liabilities, increased by $209.5 million, partially offset by a $125.8$182.2 million increase in accounts receivable.receivable and $48.9 million increase in prepaid expenses and other current assets. The increase in these working capital balances was primarily related to increases in business volumes. Non-cash items were principallyprimarily associated with deferred income taxes, stock-based compensation expense, depreciation and amortization, and amortization of debt discount of our convertible notes.and deferred income taxes.
Net cash used in investing activities was $1.6$3.9 billion for the year ended December 31, 2012.2015. Investing activities for the year ended December 31, 20122015 were affected by net purchases of investments of $1.6$3.6 billion,, payments of $33.9 $140.3 million used for acquisitions, and a change in restrictednet of cash of $2.8 million,acquired, partially offset by net cash proceeds of $82.1$5.2 million for the settlement of foreign currency contracts. Net cash used in investing activities was $904.8 million$2.3 billion for the year ended December 31, 2011.2014. Investing activities for the year ended December 31, 20112014 were affected by payments of $68.2$2.5 billion for acquisitions, net of cash acquired, and net cash payments of $80.3 million for acquisitions, principally related to the contingent consideration associated with the 2007 acquisitionsettlement of Agoda.com, $11.0 millionforeign currency contracts slightly offset by net payments to settle derivative contracts, net purchasessales of investments of $775.8$350.3 million and a change in restricted cash of $2.9$9.3 million. Cash invested in the purchase of property and equipment was $55.2$173.9 million and $46.8$131.5 million in the years ended December 31, 20122015 and 2011,2014, respectively. The increase in 20122015 was related to support the growth of our business, including additional data center capacity and capital expenditures for new offices opened during the year, and we expect to see additional future increases to support the growth ofand geographic expansion, principally related to our Booking.com business.
Net cash used in financing activities was $730.0 million for the year ended December 31, 2015. Cash used in financing activities for the year ended December 31, 2015 primarily consisted of treasury stock purchases of $3.1 billion, payments of $147.6 million related to the conversion of Senior Notes and payment of $10.7 million related to the settlement of the acquisition-date estimated contingent liability related to an acquisition, primarily offset by the total proceeds of $2.4 billion from the issuance of Senior Notes, excess tax benefits on stock-based awards of $101.5 million and the exercise of employee stock options of $20.9 million. Net cash provided by financing activities was approximately $668.9 million$1.4 billion for the year ended December 31, 2012. The cash2014. Cash provided by financing activities for the year ended December 31, 2012 was2014 primarily related toconsisted of total proceeds of $2.3 billion from the issuance of convertible senior notes with an aggregate principal amountConvertible Senior Notes and Euro denominated Senior Notes, excess tax benefits on stock-based awards of $1.0 billion, $2.7$23.4 million of proceeds from and the exercise of employee stock options and $5.2of $16.4 million, of excess tax benefits from stock-based compensation partially offset by treasury stock purchases of $257.0$750.4 million, $61.1 and payments of $125.1 million spent to purchase a portion of the shares underlying noncontrolling interests in rentalcars.com, and $20.9 million of debt issuance costs. Net cash used in financing activities was approximately $151.0 million for the year ended December 31, 2011. The cash used in financing activities for the year ended December 31, 2011 was primarily related to treasury stock purchases of $163.2 million, approximately $13.0 million spent to purchase a portion of the shares underlying redeemable noncontrolling interests in rentalcars.com, and $0.2 million of principal paid upon the conversion of senior notes, partially offset by $4.3 million of proceeds from the exercise of employee stock options and $21.0 million of excess tax benefits related to stock-based compensation.Senior Notes.
In November 2012, we entered into a definitive agreement to acquire KAYAK Software Corporation, a leading travel meta-search service, in a stock and cash transaction. Under the terms of the agreement, the transaction values KAYAK at $1.8 billion ($1.65 billion net of cash acquired) or $40 per share of KAYAK common stock, with $500 million to be paid in cash, which is expected to be made from cash on hand in the United States, and $1.3 billion to be paid in shares of our common stock and assumed stock options (subject to a volume-weighted average trading price calculation and a collar on the value of our common stock). The transaction is expected to be completed in the first half of 2013, pending approval from relevant regulatory authorities and KAYAK shareholders.
Contingencies
French tax authorities recently concluded an audit that started in 2013 of the years 2003 through 2012 to determine whether Booking.com is in compliance with its tax obligations in France, and Booking.com received a formal assessment in December 2015. While we believe that Booking.com has been, and continues to be, in compliance with French tax law, as a result of the audit the French tax authorities claim that Booking.com has a permanent establishment in France and seek to recover unpaid income taxes and VAT of approximately 356 million Euros, the majority of which would represent penalties and interest. We intend to contest any such assessment. If we are unable to resolve the matter with the French authorities, we would expect to challenge the assessment in the French courts. In order to contest the assessment in court, we may be required to pay, upfront, the full amount or a significant part of any such assessment, though any such payment would not constitute an admission by us that we owe the taxes. French authorities may decide to also audit subsequent tax years, which could result in additional assessments. See Part I Item IA Risk Factors - "We may have exposure to additional tax liabilities."
A number of U.S. jurisdictions in the United States have initiated lawsuits against online travel companies, including us, related to, among other things, the payment of travel transaction taxes (e.g., hotel occupancy and other related taxes, (i.e., state and localexcise taxes, sales tax and general excise tax)taxes, etc.). In addition, a number of U.S. states, counties and municipalities have initiated audit proceedings, issued proposed tax assessments or started
inquiries relating to the payment of hotel occupancy and other relatedtravel transaction taxes. To date, the majority of taxing jurisdictions in which we facilitate the making of hotel room reservations have not asserted that taxes are due and payable on our U.S. merchant hotel business. With respect to jurisdictions that have not initiated proceedings to date, it is possible that they will do so in the future or that they will seek to amend their tax statutes and seek to collect taxes from us only on a prospective basis. See Item 3 - Legal Proceedings andFor additional information, see Note 1615 to the Consolidated Financial Statements for a description of these pending cases and proceedings, andPart I Item 1A Risk Factors - "Adverse application of state and local tax laws could have an adverse effect on our business and results of operations.operations".
We are vigorously defending against these claims and proceedings. However, litigation is subject to uncertainty and there could be adverse developments in these pending or future cases and proceedings. An unfavorable outcome or settlement of these actions or proceedings could result in substantial liabilities for past and/or future bookings, including, among other things, interest, penalties, punitive damages and/or attorney fees and costs, which could have a material adverse effect on our results of operations or cash flows in any given operating period. Also, there have been, and will continue to be, ongoing costs associated with defending our position in pending and any future cases or proceedings.
To the extent that any tax authority succeeds in asserting that we have a tax collection responsibility, or we determine that we have such a responsibility, with respect to future transactions, we may collect any such additional tax obligation from our customers, which would have the effect of increasing the cost of hotel reservations to our customers and, consequently, could make our hotel reservation services less competitive (i.e., versus the websites of other online travel companies or hotel company websites) and reduce hotel reservation transactions; alternatively, we could choose to reduce the compensation for our services on merchant hotel transactions. Either action could have a material adverse effect on our business and results of operations.this Annual Report.
As a result of this litigation and other attempts by U.S. jurisdictions to levy similar taxes, we have established an accrual which amounted(including estimated interest and penalties) for the potential resolution of issues related to travel transaction taxes in the amount of approximately $27 million at December 31, 2015 compared to approximately $56$52 million and $33 million as ofat December 31, 20122014. A March 2015 ruling by the Hawaii Supreme Court significantly reduced our (and other OTCs') liability and 2011, respectively.as a result we reduced our accrual for travel transaction taxes (including estimated interest and penalties) by $16.4 million with a corresponding reduction to cost of revenues in the first quarter of 2015. The accrual is based on our estimate of the probable cost of resolving these issues. Our legal expenses for these matters are expensed as incurred and are not reflected in the amount accrued. The actual cost may be less or greater, potentially significantly, than the liabilities recorded. We believe that even ifAn estimate for a reasonably possible loss or range of loss in excess of the amount accrued cannot be reasonably made. If we were to suffer adverse determinations in the near term in more of the pending proceedings than currently anticipated given results to date, because of our available cash we believe that it would not have a material impact on our liquidity.
The following table represents our material contractual obligations and commitments as of December 31, 20122015 (see Note 1615 to the Consolidated Financial Statements):
| | | | | Payments due by Period (in thousands) | | 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 | | Total | | Less than 1 Year | | 1 to 3 Years | | 3 to 5 Years | | More than 5 Years |
| Operating lease obligations | | $ | 219,029 |
| | $ | 31,487 |
| | $ | 62,321 |
| | $ | 47,121 |
| | $ | 78,100 |
| | $ | 465,528 |
| | $ | 92,552 |
| | $ | 151,874 |
| | $ | 114,243 |
| | $ | 106,859 |
|
Convertible debt(1) | | 1,639,283 |
| | 597,200 |
| | 20,000 |
| | 20,000 |
| | 1,002,083 |
| |
Senior Notes(1) | | | 7,347,065 |
| | 103,658 |
| | 1,202,315 |
| | 1,185,565 |
| | 4,855,527 |
|
Revolving credit facility(2) | | 7,336 |
| | 2,255 |
| | 3,594 |
| | 1,487 |
| | — |
| | 11,926 |
| | 3,146 |
| | 5,049 |
| | 3,731 |
| | — |
|
| Redeemable noncontrolling interests | | 160,287 |
| | 160,287 |
| | — |
| | — |
| | — |
| |
| Earnout - acquisition | | | 9,170 |
| | — |
| | — |
| | 9,170 |
| | — |
|
Total(3) | | $ | 2,025,935 |
| | $ | 791,229 |
| | $ | 85,915 |
| | $ | 68,608 |
| | $ | 1,080,183 |
| | $ | 7,833,689 |
| | $ | 199,356 |
| | $ | 1,359,238 |
| | $ | 1,312,709 |
| | $ | 4,962,386 |
|
_____________________________
| |
| (1) | Convertible debt representsRepresents the aggregate principal amount of theour Senior Notes outstanding as of December 31, 2015 and cumulative interest to maturity of $64$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 1110 to the Consolidated Financial Statements.
|
| |
| (2) | Represents fees on uncommitted funds and outstanding letters of credit as of December 31, 2012.2015. |
| |
| (3) | We reported "Other long-term liabilities" of $69$135 million on the Consolidated Balance Sheet at December 31, 2012,2015, of which approximately $56$43 million related to our accrual for potential resolution of issuesdeferred rents, approximately $42 million related to hotel occupancy and other related taxes (refer tounrecognized tax benefits (see Note 1614 to the Consolidated Financial Statements) and approximately $7$27 million related to unrecognized tax benefits (referour 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 these liabilities.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" onnon-current in the Consolidated Balance Sheet. WeTherefore, we have excluded "Other long-term liabilities" in the amountliabilities of $69$126 million from the contractual obligations table above because we cannot reasonably estimate the timing of such payments. 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. |
Since the contingent conversion threshold for the 1.25% Convertible Senior Notes due 2015 was exceeded as of December 31, 2012, these notes are convertible at the option of the holders. If the holders elect to convert, we will be required to pay the aggregate principal amount in cash and we will deliver cash or shares of common stock, at our option, for the conversion value in excess of the aggregate principal amount. We would likely fund our conversion obligations with cash and cash equivalents, short-term investments and borrowings under our revolving credit facility.
We believe that our existing cash balances and liquid resources will be sufficient to fund our operating activities, capital expenditures and other obligations through at least the next twelve months. However, if during that period or thereafter, we are not successful in generating sufficient cash flow from operations or in raising additional capital when required in sufficient amounts and on terms acceptable to us, we may be required to reduce our planned capital expenditures and scale back the scope of our business plan, either of which could have a material adverse effect on our future financial condition or results of operations. If additional funds were raised through the issuance of equity securities, the percentage ownership of our then current stockholders would be diluted. We may not generate sufficient cash flow from operations in the future, revenue growth or sustained profitability may not be realized, and future borrowings or equity sales may not be available in amounts sufficient to make anticipated capital expenditures, finance our strategies or repay our indebtedness.
Off-Balance Sheet Arrangements.
As of December 31, 2012,2015, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We manage our exposure to interest rate risk and foreign currency risk through internally established policies and procedures and, when deemed appropriate, through the use of derivative financial instruments. We use foreign exchange derivative contracts to manage short-term foreign currency risk.
The objective of our policies is to mitigate potential income statement, cash flow and fair value exposures resulting from possible future adverse fluctuations in rates. We evaluate our exposure to market risk by assessing the anticipated near-
termnear-term and long-term fluctuations in interest rates and foreign exchange rates. This evaluation includes the review of leading market indicators, discussions with financial analysts and investment bankers regarding current and future economic conditions and the review of market projections as to expected future rates. We utilize this information to determine our own investment strategies as well as to determine if the use of derivative financial instruments is appropriate to mitigate any potential future market exposure that we may face. Our policy does not allow speculation in derivative instruments for profit or execution of derivative instrument contracts for which there are no underlying exposures. We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives. To the extent that changes in interest rates and currency exchange rates affect general economic conditions, we would also be affected by such changes.
We did not experience any material changes in interest rate exposures during the year ended December 31, 2012.2015. Based upon economic conditions and leading market indicators at December 31, 2012,2015, we do not foresee a significant adverse change in interest rates in the near future.
Fixed rate investments are subject to unrealized gains and losses due to interest rate volatility. We performed a sensitivity analysis to determine the impact a change in interest rates would have on the fair value of our available for saleavailable-for-sale investments assuming an adverse change of 100 basis points. A hypothetical 100 basis pointspoint (1.0%) increase in interest rates would have resulted in a decrease in the fair values of our investments as of December 31, 20122015 of approximately $14$135.1 million. These hypothetical losses would only be realized if we sold the investments prior to their maturity.
As of December 31, 2012,2015, the outstanding aggregate principal amount of our debt is $1.6was approximately $6.5 billion. We estimate that the market value of such debt was approximately $2.3$7.0 billion as of December 31, 2012.2015. A substantial portion of the market value of our debt in excess of the outstanding principal amount is related to the conversion premium on our outstanding convertible bonds.notes.
As a result of the growth of Booking.com, Agoda.com, and rentalcars.com, we are conductingWe conduct a significant portion of our business outside the United States through subsidiaries with functional currencies other than the U.S. Dollar (primarily Euros). As a result, we face exposureexposures to adverse movements in currency exchange rates as the financialoperating results of our international operations are translated from local currency into U.S. Dollars upon consolidation. If the U.S. Dollar weakens against the local currency, the translation of these foreign-currency-denominated balances will result in increased net assets, gross bookings, gross profit, operating expenses, and net income. Similarly, our net assets, gross bookings, gross profit, operating expenses, and net income will decrease if the U.S. Dollar strengthens against the local currency. Additionally, foreign exchange rate fluctuations on transactions, denominated in currencies other than the functional currency, result in gains and losses that are reflected in the Consolidated StatementStatements of Operations. Booking.com, Agoda.com and rentalcars.com are subject to risks typical of international business, including differing economic conditions, changes in political climate, differing tax structures, other regulations and restrictions, and foreign
The U.S. Dollar significantly strengthened against the Euro during 2014, moving from an exchange rate volatility.of 1.38 U.S. Dollars per Euro as of January 1, 2014 to 1.21 U.S. Dollars per Euro as of December 31, 2014. The U.S. Dollar has strengthened further in 2015 to an exchange rate of 1.09 U.S. Dollars per Euro as of December 31, 2015. The U.S. Dollar also strengthened significantly during this time frame as compared to many other currencies. As a result, our foreign currency denominated net assets, gross bookings, gross profit, operating expenses and net income have been negatively impacted as expressed in U.S. Dollars. Since our expenses are generally denominated in foreign currencies on a basis similar to our revenues, our operating margins are not significantly impacted by currency fluctuations. The aggregate principal value of our Euro-denominated 2022 Notes, 2024 Notes and 2027 Notes, and accrued interest thereon, provide a natural hedge of the net assets of certain of our Euro functional currency subsidiaries.
From time to time, we enter into foreign exchange derivative contracts to minimize the impact of short-term foreign currency fluctuations onin our consolidated operating results. Our derivative contracts principally address foreign exchange
fluctuation risk for the Euro and the British Pound Sterling.Sterling versus the U.S. Dollar. As of December 31, 20122015 and 2011,2014, there were no such outstanding derivative contracts. Foreign exchange losses of $6.6 million for the year ended December 31, 2015 and foreign exchange gains of $0.7 million, $4.0$13.7 million and $2.9$0.3 million for the years ended December 31, 2012, 2011,2014 and 2010,2013, respectively, were recorded in "Foreign currency transactions and other" in the Consolidated Statements of Operations.
As of December 31, 2012 and 2011, we had outstanding forward currency contracts with a notional value of 1.5 billion Euros and 860 million Euros, respectively, that are designated as hedges of our net investment in a foreign subsidiary for accounting purposes. These contracts are all short-term in nature. Mark-to-market adjustments on these net investment hedges are recorded as currency translation adjustments. The fair value of these derivatives at December 31, 2012 was a liability of $62.4 million, with $62.6 million recorded in "Accrued expenses and other current liabilities" and $0.2 million recorded in "Prepaid and other current assets" on the Consolidated Balance Sheet. The fair value of these derivatives at December 31, 2011 was an asset of $60.1 million and was recorded in "Prepaid expenses and other current assets" on the Consolidated Balance Sheet. A hypothetical 10% strengthening of the foreign exchange rates relative to the U.S. Dollar, with all other variables held constant, would have resulted in a derivative liability of approximately $262 million as of December 31, 2012. See Note 5 to the Consolidated Financial Statements for further detail on our derivative instruments.
Item 8. Financial Statements and Supplementary Data
The following Consolidated Financial Statements of the Company and the report of our independent registered public accounting firm are filed as part of this Annual Report on Form 10-K (See Part IV Item 15).
15 Exhibits and Financial Statement Schedules): Consolidated Balance Sheets as of December 31, 20122015 and 2011;2014; Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Stockholders’Stockholders' Equity and Consolidated Statements of Cash Flows for the years ended December 31, 2012, 20112015, 2014 and 2010;2013; Notes to the Consolidated Financial StatementsStatements; and Report of Independent Registered Public Accounting Firm.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Exchange Act Rule 13a-15(e). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.Annual Report on Form 10-K.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we include a report of our management's assessment of the design and effectiveness of our internal controls over financial reporting for the year ended December 31, 2012.2015.
Management's Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2012.2015. Our independent registered public accounting firm also attested to, and reported on our management's assessment of the effectiveness of internal control over financial reporting.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Controls. No change in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) occurred during the three months ended December 31, 20122015 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
priceline.com IncorporatedThe Priceline Group Inc.
Norwalk, Connecticut
We have audited the internal control over financial reporting of priceline.com IncorporatedThe Priceline Group Inc. and subsidiaries (the "Company") as of December 31, 2012,2015, based on criteria established in Internal Control —- Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’sCompany's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in "Management’s"Management's Report on Internal Control Over Financial Reporting" appearing in Item 9A. Our responsibility is to express an opinion on the Company’sCompany's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’scompany's internal control over financial reporting is a process designed by, or under the supervision of, the company’scompany's principal executive and principal financial officers, or persons performing similar functions, and effected by the company’scompany's board of directors, management, and other personnel 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. A company’scompany's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’scompany's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012,2015, based on the criteria established in Internal Control —- Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 20122015 of the Company and our report dated February 26, 201316, 2016 expressed an unqualified opinion on those financial statements.
/s/ DELOITTE & TOUCHE LLP
Stamford, Connecticut
February 26, 201316, 2016
Item 9B. Other Information
None.Under Section 13(r) of the Securities Exchange Act of 1934, as amended, an issuer is required to disclose in its annual or quarterly reports whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings related to the Government of Iran or with individuals or entities designated pursuant to certain Executive Orders, even if such activities, transactions or dealings were in compliance with U.S. law. As part of its efforts to assess and understand the Iranian hotel market, in December 2015, representatives (who are not U.S. persons) of Booking.com, a subsidiary of the Company organized under the laws of The Netherlands, held exploratory, introductory meetings with a number of hotels in Iran, two of which identified themselves during the meetings as owned or controlled by the Government of Iran. These meetings, including the meetings with the two hotels owned or controlled by the Government of Iran, were conducted in compliance with U.S. law. There were no gross revenues or net profits associated with these activities for the fiscal year ended December 31, 2015. Booking.com, through non-U.S. person representatives, intends to continue these business activities and may enter into transactions with hotels in Iran as authorized under U.S. law.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information required by Part III Item 10 will be included in our Proxy Statement relating to our 20132016 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2012,2015, and is incorporated herein by reference.
Item 11. Executive Compensation
Information required by Part III Item 11 will be included in our Proxy Statement relating to our 20132016 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2012,2015, and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by Part III Item 12 will be included in our Proxy Statement relating to our 20132016 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2012,2015, and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required by Part III Item 13 will be included in our Proxy Statement relating to our 20132016 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2012,2015, and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Information required by Part III Item 14 will be included in our Proxy Statement relating to our 20132016 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 20122015 and is incorporated herein by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) List of Documents Filed as a Part of this Annual Report on Form 10-K:
The following Consolidated Financial Statements of the Company and the report of our independent registered public accounting firm are filed as part of this Annual Report on Form 10-K.
10-K: Consolidated Balance Sheets as of December 31, 20122015 and 2011; and the related2014; Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Stockholders’Stockholders' Equity and Consolidated Statements of Cash Flows for the years ended December 31, 2012, 20112015, 2014 and 2010;2013; Notes to the Consolidated Financial Statements; and Report of Independent Registered Public Accounting Firm.
All financial statement schedules have been omitted because they are not applicable, not material or the required information is shown in the Consolidated Financial Statements or the notes thereto.
(b) Exhibits
In reviewing the agreements included as exhibits to this Annual Report on Form 10-K, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. TheSome agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
should not in all instances 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;
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| • | 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.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Annual Report on Form 10‑K and the Company's other public filings, which are available without charge through the SEC's website at http://www.sec.gov.
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| Exhibit Number | Description |
| 2.1(a) | Agreement and Plan of Merger, dated as of November 8, 2012,June 12, 2014, by and among KAYAK Software Corporation,OpenTable, Inc., the Registrant and Produce Merger Sub,Rhombus, Inc. |
| 3.1(b) | Amended and Restated Certificate of Incorporation of the Registrant. |
| 3.2(c) | Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated June 13, 2003. |
3.3(d) | Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated June 3, 2009. |
3.4 | Amended and Restated By-Laws of the Registrant. |
| 4.1 | Reference is hereby made to Exhibits 3.1 3.2, 3.3 and 3.4.3.2. |
4.2(e)4.2(d) | Specimen Certificate for Registrant's Common Stock. |
4.3(f) | Indenture, dated as of March 10, 2010, between the Registrant and American Stock Transfer & Trust Company, LLC as Trustee. |
4.4(g)4.3(e) | Indenture, dated as of March 12, 2012, between the Registrant and American Stock Transfer & Trust Company, LLC as Trustee. |
10.1(h)+4.4(f) | priceline.com 2000 EmployeeIndenture, dated as of June 4, 2013, between the Registrant and American Stock Option Plan.Transfer & Trust Company, LLC as Trustee. |
10.2(i)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. |
|
| |
| 4.9(k) | Form of 1.800% Senior Note due 2027. |
| 4.10(l) | Officers' Certificate, dated March 3, 2015, for the 1.800% Senior Notes due 2027. |
| 4.11(m) | Form of 3.650% Senior Note due 2025. |
| 4.12(n) | Officers' Certificate, dated March 13, 2015, for the 3.650% Senior Notes due 2025. |
| 4.13(h) | Form of 2.15% Senior Note due 2022. |
| 4.14(h) | Officers' Certificate, dated November 25, 2015, for the 2.15% Senior Notes due 2022. |
| 10.1(o)+ | priceline.com Incorporated 1999 Omnibus Plan (As Amended and Restated Effective June 4, 2008)6, 2013). |
10.3(j)+ | Form of Stock Option Grant Agreement under the 1999 Omnibus Plan. |
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10.4(k)+ | Form of Base Restricted Stock Agreement (U.S.) under the 1999 Omnibus Plan. |
10.5(k)+ | Form of Base Restricted Stock Agreement (U.K.) under the 1999 Omnibus Plan. |
10.6(k)+ | Form of Restricted Stock Agreement with non-compete covenants (U.S.) under the 1999 Omnibus Plan. |
10.7(l)+ | Form of Restricted Stock Agreement for Non-Employee Directors under the 1999 Omnibus Plan. |
10.8(m)10.2(p)+ | Form of Restricted Stock Unit Award Agreement for Employees in the Netherlands under the 1999 Omnibus Plan. |
10.9(n)+* | 2010 Form of Performance Share Unit Agreement for awards under the 1999 Omnibus Plan based on the performance of the Registrant's consolidated operations. |
10.10(n)+* | 2010 Form of Performance Share Unit Agreement for awards under the 1999 Omnibus Plan based on the performance of the Registrant's consolidated operations. |
10.11(n)+* | 2010 Form of Performance Share Unit Agreement for awards under the 1999 Omnibus Plan based on the performance of the Registrant's domestic operations on an unconsolidated basis. |
10.12(n)+* | 2010 Form of Performance Share Unit Agreement for awards under the 1999 Omnibus Plan based on the performance of Booking.com operations. |
10.13(o)10.3(q)+ | 2011 Form of Performance Share Unit Agreement for awards under the 1999 Omnibus Plan to certain U.S.-based executives. |
10.14(o)+ | 2011 Form of Performance Share Unit Agreement for awards under the 1999 Omnibus Plan to Netherlands-based executive. |
10.15(o)+ | 2011 Form of Restricted Stock Unit Agreement for awards under the 1999 Omnibus Plan to non-employee directorsdirectors. |
10.16(p)10.4(r)+ | 20122013 Form of Performance Share Unit Agreement under the 1999 Omnibus Plan. |
10.17(q)10.5(s)+ | priceline.com Incorporated Annual Bonus Plan, dated as2014 Form of February 20, 2007.Performance Share Unit Agreement under the 1999 Omnibus Plan. |
10.18(r)10.6(t)+ | 2015 Form of Performance Share Unit Agreement under the 1999 Omnibus Plan. |
| 10.7(u)+ | Amended and Restated EmploymentKAYAK Software Corporation 2012 Equity Incentive Plan. |
| 10.8(v)+ | OpenTable, Inc. Amended and Restated 2009 Equity Incentive Award Plan. |
| 10.9(w)+ | Buuteeq, Inc. Amended and Restated 2010 Stock Plan. |
| 10.10+ | Amended and Restated Rocket Travel, Inc. 2012 Stock Incentive Plan. |
| 10.11+ | The Priceline Group Inc. Amended and Restated Annual Bonus Plan. |
| 10.12(r)+ | Form of Non-Competition and Non-Solicitation Agreement. |
| 10.13(x)+ | Transition Agreement dated August 22, 2008,November 7, 2013 by and between the Registrant and Jeffery H. Boyd. |
10.19(s)10.14(t)+ | Letter amendment,Transition Agreement dated December 18, 2008, toMarch 5, 2015 by and between priceline.com LLC and Chris Soder. |
| 10.15(t)+ | Second Amended and Restated Employment Agreement dated March 5, 2015 by and between the Registrant, Booking.com Holding B.V. and Darren R. Huston. |
| 10.16(x)+ | Amended and Restated Non-Competition and Non-Solicitation Agreement dated November 7, 2013 by and between the Registrant and Jeffery H. Boyd.Darren R. Huston. |
10.20(t)10.17(y)+ | Indemnification Agreement, dated September 12, 2011 by and between the Registrant and Darren R. Huston. |
| 10.18(z)+ | Letter agreement, dated October 19, 2005 by and between the Registrant and Daniel J. Finnegan. |
10.21(s)10.19(aa)+ | Letter amendment, dated December 16, 2008, to Letterletter agreement, dated October 19, 2005 by and between the Registrant and Daniel J. Finnegan. |
10.22(s)10.20(bb)+ | Second Amended and Restated Employment Agreement, dated December 18, 2008,April 21, 2015, by and between the Registrant and Peter J. Millones. |
10.23(s)10.21(cc)+ | Amended and Restated Employment Agreement,contract, dated December 18, 2008, by and between the Registrant and Chris Soder. |
10.24(u)+ | Second Amended and Restated Employment Contract, dated November 4, 2011,February 19, 2015, by and between Booking.com Holding B.V. and Kees Koolen.Gillian Tans. |
10.25(v)+ | Indemnification Agreement, dated November 10, 2009, between the Registrant and Kees Koolen. |
10.26(u)+ | Employment Contract, dated September 12, 2011, by and between Booking.com B.V. and Darren Huston |
10.27(u)+ | Indemnification Agreement, dated September 12, 2011, by and between the Registrant and Darren Huston. |
10.28(w) | Confirmation of 7-Year Issuer Capped Share Call Option Transaction between Goldman, Sachs & Co. and the Registrant, dated as of September 21, 2006. |
10.29(w) | Confirmation of 7-Year Issuer Capped Share Call Option Transaction between Merrill Lynch, Pierce, Fenner & Smith Incorporated and the Registrant, dated as of September 21, 2006. |
10.30(x) | Amendment dated October 11, 2006, to Confirmation of 5-Year Issuer Capped Share Call Option Transaction between Goldman, Sachs & Co. and the Registrant, dated as of September 21, 2006 and Confirmation of 7-Year Issuer Capped Share Call Option Transaction between Goldman, Sachs & Co. and the Registrant, dated as of September 21, 2006. |
10.31(x) | Amendment dated October 11, 2006, to Confirmation of 5-Year Issuer Capped Share Call Option Transaction between Merrill Lynch, Pierce, Fenner & Smith Incorporated and the Registrant, dated as of September 21, 2006 and Confirmation of 7-Year Issuer Capped Share Call Option Transaction between Merrill Lynch, Pierce, Fenner & Smith Incorporated and the Registrant, dated as of September 21, 2006. |
10.32(f) | Purchase Agreement, dated as of March 4, 2010, between the Registrant and J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the initial purchasers named therein. |
10.33(u)10.22(dd) | Credit Agreement, dated as of October 28, 2011,June 19, 2015, among the Registrant, the lenders from time to time party thereto, RBS Citizens, N.A., as Documentation Agent,and Bank of America, N.A. and Wells Fargo Bank, National Association, as Co‑Syndication Agents and JPMorgan Chase Bank, N.A., as Administrative Agent. |
10.34(g)12.1 | Purchase Agreement, dated March 7, 2012, between the Registrant and Goldman, Sachs & Co., as representativeStatement of the Initial Purchasers. |
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| Ratio of Earnings to Fixed Charges. |
| 21 | List of Subsidiaries. |
| 23.1 | Consent of Deloitte & Touche LLP. |
| 24.1 | Power of Attorney (included in the Signature Page). |
| 31.1 | Certification of Jeffery H. Boyd,Darren R. Huston, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of Daniel J. Finnegan, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1(y)32.1(ee) | Certification of Jeffery H. Boyd,Darren R. Huston, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code). |
32.2(y)32.2(ee) | Certification of Daniel J. Finnegan, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code). |
| 101 | The following financial statements from the Company's Annual Report on Form 10‑K for the year ended December 31, 2012,2015 formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements. |
____________________________
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| + | Indicates a management contract or compensatory plan or arrangement. |
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| | |
| (a) | Previously filed as an exhibit to the Current Report on Form 8‑K8-K filed on November 9, 2012June 13, 2014 (File No. 0-25581). |
| (b) | Previously filed as an exhibit to Amendment No. 1 to Registration Statement on Form S‑1 (File No. 333‑69657) filed on February 16, 1999. |
(c) | Previously filed as an exhibit to the Registration Statement on Form S‑3 (File No. 333‑109929) filed on October 23, 2003. |
(d) | Previously filed as an exhibit to the Current Report on Form 8-K filed on June 5, 2009July 18, 2014 (File No. 0-25581). |
(e)(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 (File No. 333-69657) filed on March 18, 1999. |
(f) | Previously filed as an exhibit to the Current Report on Form 8-K filed on March 10, 20101999 (File No. 0-25581)333-69657). |
(g)(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 Registration StatementCurrent Report on Form S‑88-K filed on November 25, 2015 (File No. 333‑55578) filed on February 14, 2001.1-36691). |
| (i) | Previously filed as an exhibit to the Current Report on Form 8‑K8-K filed on June 4, 2008September 22, 2014 (File No. 0-25581). |
| (j) | Previously filed as an exhibit to the Registration StatementCurrent Report on Form S-88-K filed on September 26, 2014 (File No. 333-122414) filed on January 31, 2005.0-25581). |
| (k) | Previously filed as an exhibit to the Current Report on Form 8‑K8-K filed on February 7, 2005March 2, 2015 (File No. 0-25581)1-36691). |
| (l) | Previously filed as an exhibit to the Current Report on Form 8‑K8-K filed on February 8, 2006March 4, 2015 (File No. 0-25581)1-36691). |
| (m) | Previously filed as an exhibit to the Current Report on Form 8-K filed on November 8, 2005March 12, 2015 (File No. 0-25581)1-36691). |
| (n) | Previously filed as an exhibit to the Current Report on Form 8-K filed on March 10, 201013, 2015 (File No. 0-25581)1-36691). |
| (o) | Previously filed as an exhibit to the Current Report on Form 8���8‑K filed on March 9, 2011June 6, 2013 (File No. 0-25581). |
| (p) | Previously filed as an exhibit to the Current Report on Form 8‑K filed on MarchNovember 8, 20122005 (File No. 0-25581). |
| (q) | Previously filed as an exhibit to the Current Report on Form 8‑K filed on February 23, 2007March 9, 2011 (File No. 0-25581). |
| (r) | Previously filed as an exhibit to the Current Report on Form 8‑K8-K filed on August 6, 2008March 4, 2013 (File No. 0-25581). |
| (s) | Previously filed as an exhibit to the AnnualCurrent Report on Form 10‑K8-K filed for the year ended December 31, 2008on March 7, 2014 (File No. 0-25581). |
| (t) | Previously filed as an exhibit to the Current Report on Form 8‑K8-K filed on October 21, 2005March 6, 2015 (File No. 0-25581)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‑Q10-Q filed for the quarterly periodquarter ended September 30, 20112014 (File No. 0-25581). |
(v) | Previously filed as an exhibit to the Annual Report on Form 10‑K for the year ended December 31, 2009 (File No. 0-25581)1-36691). |
| (w) | Previously filed as an exhibit to the Current ReportRegistration Statement on Form 8‑KS-8 filed on September 27, 2006June 13, 2014 (File No. 0-25581)333-196756). |
| (x) | Previously filed as an exhibit to the Current Report on Form 8-K filed on October 16, 2006November 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. |
| |
* | Certain portions of this document have been omitted pursuant to a confidential treatment request filed with the Commission pursuant to Rule 24b‑2. The omitted confidential material has been filed separately with the Commission. |
| |
+ | Indicates a management contract or compensatory plan or arrangement. |
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
| | | |
| | PRICELINE.COM INCORPORATEDTHE PRICELINE GROUP INC. |
| | | | |
| | By: | /s/ Jeffery H. BoydDarren R. Huston |
| | | Name: | Jeffery H. BoydDarren R. Huston |
| | | Title: | President and Chief Executive Officer |
| | | Date: | February 26, 201317, 2016 |
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffery H. Boyd,Darren R. Huston, Daniel J. Finnegan and Peter J. Millones, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Exchange Act of 1934 and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this Annual Report on Form 10-K and any and all amendments hereto, as fully and for all intents and purposes as he or she might do or could do in person, and hereby ratifies and confirms all said attorneys-in-fact and agents, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
| | | | |
| Signature | | Title | | Date |
| | | | | |
| | | | | |
| /s/ Jeffery H. Boyd | | Director, Chairman and Chief Executive Officerof the Board | | February 26, 201317, 2016 |
| Jeffery H. Boyd | | | | |
| | | | |
| /s/ Darren R. Huston | | President, Chief Executive Officer and Director (Principal | | February 17, 2016 |
| Darren R. Huston | | (Principal Executive Officer) | | |
| | | | | |
| /s/ Daniel J. Finnegan | | Chief Financial Officer and Chief Accounting | | February 26, 201317, 2016 |
| Daniel J. Finnegan | | Officer (Principal Financial Officer and Principal Accounting Officer) | | |
| | | | | |
| | Director | | |
| /s/ Timothy M. Armstrong | | | | |
| | | | |
/s/ Ralph M. Bahna | | Director | | February 26, 201317, 2016 |
RalphTimothy M. BahnaArmstrong | | | | |
| | | | | |
| /s/ Howard W. Barker, Jr. | | Director | | February 26, 201317, 2016 |
| Howard W. Barker, Jr. | | | | |
| | | | | |
| /s/ Jan L. Docter | | Director | | February 26, 201317, 2016 |
| Jan L. Docter | | | | |
| | | | | |
| /s/ Jeffrey E. Epstein | | Director | | February 26, 201317, 2016 |
| Jeffrey E. Epstein | | | | |
| | | | | |
| /s/ James M. Guyette | | Director | | February 26, 201317, 2016 |
| James M. Guyette | | | | |
| | | | |
| /s/ Charles H. Noski | | Director | | February 17, 2016 |
| Charles H. Noski | | | | |
| | | | | |
| /s/ Nancy B. Peretsman | | Director | | February 26, 201317, 2016 |
| Nancy B. Peretsman | | | | |
| | | | | |
| /s/ Thomas E. Rothman | | Director | | February 26, 201317, 2016 |
| Thomas E. Rothman | | | | |
| | | | | |
| /s/ Craig W. Rydin | | Director | | February 26, 201317, 2016 |
| Craig W. Rydin | | | | |
| | | | |
| | Director | | |
| Lynn M. Vojvodich | | | | |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
| |
| | Page No. |
| | |
| |
| | |
Consolidated Balance Sheets for the years ended December 31, 20122015 and 20112014 | |
| | |
| 2013 | |
| | |
Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011,2015, 2014 and 20102013 | |
| |
| 2013 | |
| | |
| 2013 | |
| | |
| |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
priceline.com IncorporatedThe Priceline Group Inc.
Norwalk, Connecticut
We have audited the accompanying consolidated balance sheets of priceline.com IncorporatedThe Priceline Group Inc. and subsidiaries (the "Company") as of December 31, 20122015 and 2011,2014, and the related consolidated statements of operations, consolidated statements of comprehensive income, changes in stockholders’stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2012.2015. These financial statements are the responsibility of the Company’sCompany's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of priceline.com IncorporatedThe Priceline Group Inc. and subsidiaries as of December 31, 20122015 and 2011,2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012,2015, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’sCompany's internal control over financial reporting as of December 31, 2012,2015, based on the criteria established in Internal Control—Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 201316, 2016 expressed an unqualified opinion on the Company’sCompany's internal control over financial reporting.
/s/ DELOITTE & TOUCHE LLP
Stamford, Connecticut
February 26, 201316, 2016
priceline.com IncorporatedThe Priceline Group Inc.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
| | | | December 31, | | December 31, |
| | 2012 | | 2011 | | 2015 | | 2014 See Note 2 |
| ASSETS | |
| | |
| | |
| | |
|
| Current assets: | |
| | |
| | |
| | |
|
| Cash and cash equivalents | $ | 1,536,349 |
| | $ | 632,836 |
| | $ | 1,477,265 |
| | $ | 3,148,651 |
|
| Restricted cash | 6,641 |
| | 3,771 |
| | 806 |
| | 843 |
|
| Short-term investments | 3,646,845 |
| | 2,024,827 |
| | 1,171,246 |
| | 1,142,182 |
|
| Accounts receivable, net of allowance for doubtful accounts of $10,322 and $6,103, respectively | 367,512 |
| | 264,453 |
| |
| 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 | 84,290 |
| | 104,202 |
| | 258,751 |
| | 178,050 |
|
| Deferred income taxes | 40,738 |
| | 36,755 |
| |
| Total current assets | 5,682,375 |
| | 3,066,844 |
| | 3,553,237 |
| | 5,113,620 |
|
| | | | | |
| Property and equipment, net | 89,269 |
| | 64,322 |
| | 274,786 |
| | 198,953 |
|
| Intangible assets, net | 208,113 |
| | 200,151 |
| | 2,167,533 |
| | 2,334,761 |
|
| Goodwill | 522,672 |
| | 504,784 |
| | 3,375,000 |
| | 3,326,474 |
|
| Deferred income taxes | 31,485 |
| | 111,080 |
| |
| Long-term investments | | | 7,931,363 |
| | 3,755,653 |
|
| Other assets | 35,828 |
| | 23,490 |
| | 118,656 |
| | 41,516 |
|
| Total assets | $ | 6,569,742 |
| | $ | 3,970,671 |
| | $ | 17,420,575 |
| | $ | 14,770,977 |
|
| | | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | |
| |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | |
| | |
|
| Current liabilities: | |
| | |
| | |
| | |
|
| Accounts payable | $ | 184,648 |
| | $ | 146,867 |
| | $ | 322,842 |
| | $ | 281,480 |
|
| Accrued expenses and other current liabilities | 387,911 |
| | 222,134 |
| | 681,587 |
| | 599,515 |
|
| Deferred merchant bookings | 368,823 |
| | 239,157 |
| | 434,881 |
| | 460,558 |
|
| Convertible debt (See Note 11) | 520,344 |
| | 497,640 |
| |
| Convertible debt | | | — |
| | 37,150 |
|
| Total current liabilities | 1,461,726 |
| | 1,105,798 |
| | 1,439,310 |
| | 1,378,703 |
|
| | | | | |
| Deferred income taxes | 45,159 |
| | 46,990 |
| | 892,576 |
| | 897,848 |
|
| Other long-term liabilities | 68,944 |
| | 39,183 |
| | 134,777 |
| | 103,533 |
|
| Convertible debt (See Note 11) | 881,996 |
| | — |
| |
| Long-term debt | | | 6,158,443 |
| | 3,823,870 |
|
| Total liabilities | 2,457,825 |
| | 1,191,971 |
| | 8,625,106 |
| | 6,203,954 |
|
| | |
| | |
| | |
| | |
|
| Commitments and Contingencies (See Note 16) |
|
| |
|
| |
| Redeemable noncontrolling interests (See Note 13) | 160,287 |
| | 127,045 |
| |
| Convertible debt (See Note 11) | 54,655 |
| | 77,360 |
| |
| Commitments and Contingencies (See Note 15) | | |
|
| |
|
|
| Convertible debt | | | — |
| | 329 |
|
| | | | | | | | |
| Stockholders’ equity: | |
| | |
| |
| Common stock, $0.008 par value, authorized 1,000,000,000 shares, 58,055,586 and 57,578,431 shares issued, respectively | 450 |
| | 446 |
| |
| Treasury stock, 8,184,787 and 7,779,645, respectively | (1,060,607 | ) | | (803,586 | ) | |
| 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 | 2,612,197 |
| | 2,431,279 |
| | 5,184,910 |
| | 4,923,196 |
|
| Accumulated earnings | 2,368,611 |
| | 1,033,738 |
| | 9,191,865 |
| | 6,640,505 |
|
| Accumulated other comprehensive loss | (23,676 | ) | | (87,582 | ) | |
| Total stockholders’ equity | 3,896,975 |
| | 2,574,295 |
| |
| Total liabilities and stockholders’ equity | $ | 6,569,742 |
| | $ | 3,970,671 |
| |
| 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 |
|
See Notes to Consolidated Financial Statements.
priceline.com IncorporatedThe Priceline Group Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
| | | | Year Ended December 31, | Year Ended December 31, |
| | 2012 | | 2011 | | 2010 | 2015 | | 2014 | | 2013 |
| Agency revenues | $ | 3,142,815 |
| 2,339,253,000 |
| $ | 2,339,253 |
| | $ | 1,380,603 |
| $ | 6,527,898 |
| | $ | 5,845,802 |
| | $ | 4,410,689 |
|
| Merchant revenues | 2,104,752 |
| 2,004,432,000 |
| 2,004,432 |
| | 1,691,640 |
| 2,082,973 |
| | 2,186,054 |
| | 2,211,474 |
|
| Other revenues | 13,389 |
| | 11,925 |
| | 12,662 |
| |
| Advertising and other revenues | | 613,116 |
| | 410,115 |
| | 171,143 |
|
| Total revenues | 5,260,956 |
| | 4,355,610 |
| | 3,084,905 |
| 9,223,987 |
| | 8,441,971 |
| | 6,793,306 |
|
| Cost of revenues | 1,177,275 |
| | 1,275,730 |
| | 1,175,934 |
| 632,180 |
| | 857,841 |
| | 1,077,420 |
|
| Gross profit | 4,083,681 |
| | 3,079,880 |
| | 1,908,971 |
| 8,591,807 |
| | 7,584,130 |
| | 5,715,886 |
|
| Operating expenses: | |
| | |
| | |
| |
| | |
| | |
|
| Advertising — Online | 1,273,637 |
| | 919,214 |
| | 552,140 |
| 2,797,237 |
| | 2,360,221 |
| | 1,798,645 |
|
| Advertising — Offline | 35,492 |
| | 35,470 |
| | 35,714 |
| 214,685 |
| | 231,309 |
| | 127,459 |
|
| Sales and marketing | 195,934 |
| | 162,690 |
| | 116,303 |
| 353,221 |
| | 310,910 |
| | 235,817 |
|
| Personnel, including stock-based compensation of $71,565, $65,724 and $68,200, respectively | 466,828 |
| | 352,295 |
| | 270,071 |
| |
| Personnel, including stock-based compensation of $247,395, $186,425 and $140,526, respectively | | 1,166,226 |
| | 950,191 |
| | 698,692 |
|
| General and administrative | 173,171 |
| | 123,652 |
| | 81,185 |
| 415,420 |
| | 352,869 |
| | 252,994 |
|
| Information technology | 43,685 |
| | 33,813 |
| | 20,998 |
| 113,617 |
| | 97,498 |
| | 71,890 |
|
| Depreciation and amortization | 65,141 |
| | 53,824 |
| | 45,763 |
| 272,494 |
| | 207,820 |
| | 117,975 |
|
| Total operating expenses | 2,253,888 |
| | 1,680,958 |
| | 1,122,174 |
| 5,332,900 |
| | 4,510,818 |
| | 3,303,472 |
|
| Operating income | 1,829,793 |
| | 1,398,922 |
| | 786,797 |
| 3,258,907 |
| | 3,073,312 |
| | 2,412,414 |
|
| Other income (expense): | |
| | |
| | |
| |
| | |
| | |
|
| Interest income | 3,860 |
| | 8,119 |
| | 3,857 |
| 55,729 |
| | 13,933 |
| | 4,167 |
|
| Interest expense | (62,064 | ) | | (31,721 | ) | | (29,944 | ) | (160,229 | ) | | (88,353 | ) | | (83,289 | ) |
| Foreign currency transactions and other | (9,720 | ) | | (7,526 | ) | | (14,427 | ) | (26,087 | ) | | (9,444 | ) | | (36,755 | ) |
| Total other income (expense) | (67,924 | ) | | (31,128 | ) | | (40,514 | ) | (130,587 | ) | | (83,864 | ) | | (115,877 | ) |
| Earnings before income taxes | 1,761,869 |
| | 1,367,794 |
| | 746,283 |
| 3,128,320 |
| | 2,989,448 |
| | 2,296,537 |
|
| Income tax expense | 337,832 |
| | 308,663 |
| | 218,141 |
| 576,960 |
| | 567,695 |
| | 403,739 |
|
| Net income | 1,424,037 |
| | 1,059,131 |
| | 528,142 |
| 2,551,360 |
| | 2,421,753 |
| | 1,892,798 |
|
| Less: net income attributable to noncontrolling interests | 4,471 |
| | 2,760 |
| | 601 |
| — |
| | — |
| | 135 |
|
| Net income applicable to common stockholders | $ | 1,419,566 |
| | $ | 1,056,371 |
| | $ | 527,541 |
| $ | 2,551,360 |
| | $ | 2,421,753 |
| | $ | 1,892,663 |
|
| Net income applicable to common stockholders per basic common share | $ | 28.48 |
| | $ | 21.27 |
| | $ | 11.00 |
| $ | 50.09 |
| | $ | 46.30 |
| | $ | 37.17 |
|
| Weighted average number of basic common shares outstanding | 49,840 |
| | 49,654 |
| | 47,955 |
| 50,940 |
| | 52,301 |
| | 50,924 |
|
| Net income applicable to common stockholders per diluted common share | $ | 27.66 |
| | $ | 20.63 |
| | $ | 10.35 |
| $ | 49.45 |
| | $ | 45.67 |
| | $ | 36.11 |
|
| Weighted average number of diluted common shares outstanding | 51,326 |
| | 51,211 |
| | 50,988 |
| 51,593 |
| | 53,023 |
| | 52,413 |
|
See Notes to Consolidated Financial Statements.
|
| | | | | | | | | | | | | |
| | | | | | | | |
| priceline.com Incorporated | |
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |
| (In thousands) | |
| | | | | | | | |
| | | Year Ended December 31, | |
| | | 2012 | | 2011 | | 2010 | |
| Net income | | $ | 1,424,037 |
| | $ | 1,059,131 |
| | $ | 528,142 |
| |
| Other comprehensive income (loss), net of tax | | | | | | | |
Foreign currency translation adjustments(1) | | 69,683 |
| | (55,128 | ) | | (26,740 | ) | |
Unrealized gain (loss) on marketable securities(2) | | (620 | ) | | 212 |
| | 294 |
| |
| Other | | — |
| | — |
| | (3,758 | ) | |
| Comprehensive income | | 1,493,100 |
| | 1,004,215 |
| | 497,938 |
| |
| Less: Comprehensive income attributable to noncontrolling interests | | 9,628 |
| | 2,537 |
| | 4,044 |
| |
| Comprehensive income attributable to common stockholders | | $ | 1,483,472 |
| | $ | 1,001,678 |
| | $ | 493,894 |
| |
(In thousands)
|
| | | | | | | | | | | | |
| | | 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 |
|
(1) Foreign currency translation adjustments includes a net losstax of $40,390, net$60,418 and $55,597 for the years ended December 31, 2015 and 2014, respectively, and a tax benefit of tax benefits of $18,001,$55,001 for the year ended December 31, 2012 and net gains of $51,950 and $24,116, net of taxes of $21,547 and $11,311, for the years ended December 31, 2011 and 2010, respectively,2013, associated with net investment hedges of foreign denominated net assets.(See Note 13). The remaining balance in foreign currency translation adjustments excludes income taxes due to the Company's practice and intention to reinvest the earnings of its foreign subsidiaries in those operations. Seeoperations (See Note 14.14).
(2) Net of tax benefits of $158$1,551 for the year ended December 31, 20122015 and taxesnet of $tax benefits of 96$7,621 and $175$43 for the years ended December 31, 2011,2014 and 2010,2013, respectively.
See Notes to Consolidated Financial Statements.
priceline.com IncorporatedThe Priceline Group Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2012, 20112015, 2014 and 20102013
(In thousands)
| | | | Common Stock | | Treasury Stock | | Additional Paid-in | | Accumulated Earnings | | Accumulated Other Comprehensive | | | Common Stock | | Treasury Stock | | Additional Paid-in Capital | | Accumulated Earnings | | Accumulated Other Comprehensive Income (Loss) | | Total |
| | Shares | | Amount | | Shares | | Amount | | Capital | | (Deficit) | | Loss | | Total | Shares | | Amount | | Shares | | Amount | |
| Balance, December 31, 2009 | 52,446 |
| | $ | 405 |
| | (6,865 | ) | | $ | (510,970 | ) | | $ | 2,289,867 |
| | $ | (454,673 | ) | | $ | (3,000 | ) | | $ | 1,321,629 |
| |
| 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 | — |
| | — |
| | — |
| | — |
| | — |
| | 527,541 |
| | — |
| | 527,541 |
| — |
| | — |
| | — |
| | — |
| | — |
| | 1,892,663 |
| | — |
| | 1,892,663 |
|
| Unrealized gain (loss) on marketable securities, net of tax of $175 | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 294 |
| | 294 |
| |
| Currency translation adjustment, net of tax of $11,311 | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (30,183 | ) | | (30,183 | ) | |
| Redeemable noncontrolling interests fair value adjustments | — |
| | — |
| | — |
| | — |
| | (4,118 | ) | | (3,758 | ) | | — |
| | (7,876 | ) | |
| Proceeds from the termination of conversion spread hedges | — |
| | — |
| | — |
| | — |
| | 42,984 |
| | — |
| | — |
| | 42,984 |
| |
| Reclassification adjustment for convertible debt in mezzanine | — |
| | — |
| | — |
| | — |
| | 3,683 |
| | — |
| | — |
| | 3,683 |
| |
| Exercise of stock options and vesting of restricted stock units and performance share units | 663 |
| | 5 |
| | — |
| | — |
| | 25,746 |
| | — |
| | — |
| | 25,751 |
| |
| Repurchase of common stock | — |
| | — |
| | (556 | ) | | (129,445 | ) | | — |
| | — |
| | — |
| | (129,445 | ) | |
| Stock-based compensation and other stock-based payments | — |
| | — |
| | — |
| | — |
| | 68,396 |
| | — |
| | — |
| | 68,396 |
| |
| Issuance of senior convertible notes | — |
| | — |
| | — |
| | — |
| | 67,516 |
| | — |
| | — |
| | 67,516 |
| |
| Conversion of debt | 3,458 |
| | 28 |
| | — |
| | — |
| | (80,073 | ) | | — |
| | — |
| | (80,045 | ) | |
| Excess tax benefit from stock-based compensation | — |
| | — |
| | — |
| | — |
| | 3,091 |
| | — |
| | — |
| | 3,091 |
| |
| Balance, December 31, 2010 | 56,567 |
| | $ | 438 |
| | (7,421 | ) | | $ | (640,415 | ) | | $ | 2,417,092 |
| | $ | 69,110 |
| | $ | (32,889 | ) | | $ | 1,813,336 |
| |
| Net income applicable to common stockholders | — |
| | — |
| | — |
| | — |
| | — |
| | 1,056,371 |
| | — |
| | 1,056,371 |
| |
| Unrealized gain (loss) on marketable securities, net of tax of $96 | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 212 |
| | 212 |
| |
| Currency translation adjustment, net of tax of $21,547 | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (54,905 | ) | | (54,905 | ) | |
| Redeemable noncontrolling interests fair value adjustments | — |
| | — |
| | — |
| | — |
| | — |
| | (91,743 | ) | | — |
| | (91,743 | ) | |
| Reclassification adjustment for convertible debt in mezzanine | — |
| | — |
| | — |
| | — |
| | (77,342 | ) | | — |
| | — |
| | (77,342 | ) | |
| Exercise of stock options and vesting of restricted stock units and performance share units | 1,007 |
| | 8 |
| | — |
| | — |
| | 4,294 |
| | — |
| | — |
| | 4,302 |
| |
| Repurchase of common stock | — |
| | — |
| | (359 | ) | | (163,171 | ) | | — |
| | — |
| | — |
| | (163,171 | ) | |
| Stock-based compensation and other stock-based payments | — |
| | — |
| | — |
| | — |
| | 66,194 |
| | — |
| | — |
| | 66,194 |
| |
| Conversion of debt | 5 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| |
| Excess tax benefit from stock-based compensation | — |
| | — |
| | — |
| | — |
| | 21,041 |
| | — |
| | — |
| | 21,041 |
| |
| Balance, December 31, 2011 | 57,579 |
| | $ | 446 |
| | (7,780 | ) | | $ | (803,586 | ) | | $ | 2,431,279 |
| | $ | 1,033,738 |
| | $ | (87,582 | ) | | $ | 2,574,295 |
| |
| Net income applicable to common stockholders | — |
| | — |
| | — |
| | — |
| | — |
| | 1,419,566 |
| | — |
| | 1,419,566 |
| |
| Unrealized gain (loss) on marketable securities, net of tax benefit of $158 | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (620 | ) | | (620 | ) | |
| Currency translation adjustment, net of tax benefit of $18,001 | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 64,526 |
| | 64,526 |
| |
| 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 | — |
| | — |
| | — |
| | — |
| | — |
| | (84,693 | ) | | — |
| | (84,693 | ) | — |
| | — |
| | — |
| | — |
| | — |
| | (42,522 | ) | | — |
| | (42,522 | ) |
| Reclassification adjustment for convertible debt in mezzanine | — |
| | — |
| | — |
| | — |
| | 22,705 |
| | — |
| | — |
| | 22,705 |
| — |
| | — |
| | — |
| | — |
| | 46,122 |
| | — |
| | — |
| | 46,122 |
|
| Exercise of stock options and vesting of restricted stock units and performance share units | 477 |
| | 4 |
| | — |
| | — |
| | 2,679 |
| | — |
| | — |
| | 2,683 |
| 715 |
| | 6 |
| | — |
| | — |
| | 91,601 |
| | — |
| | — |
| | 91,607 |
|
| Repurchase of common stock | — |
| | — |
| | (405 | ) | | (257,021 | ) | | — |
| | — |
| | — |
| | (257,021 | ) | — |
| | — |
| | (1,030 | ) | | (883,515 | ) | | — |
| | — |
| | — |
| | (883,515 | ) |
| Stock-based compensation and other stock-based payments | — |
| | — |
| | — |
| | — |
| | 72,035 |
| | — |
| | — |
| | 72,035 |
| — |
| | — |
| | — |
| | — |
| | 142,098 |
| | — |
| | — |
| | 142,098 |
|
| Issuance of senior convertible notes | | | | | | | | | 78,310 |
| | | | | | 78,310 |
| | | | | | | | | 93,402 |
| | | | | | 93,402 |
|
| Excess tax benefit from stock-based compensation | — |
| | — |
| | — |
| | — |
| | 5,189 |
| | — |
| | — |
| | 5,189 |
| |
| Balance, December 31, 2012 | 58,056 |
| | $ | 450 |
| | (8,185 | ) | | $ | (1,060,607 | ) | | $ | 2,612,197 |
| | $ | 2,368,611 |
| | $ | (23,676 | ) | | $ | 3,896,975 |
| |
| 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 |
|
See Notes to Consolidated Financial Statements.
priceline.com IncorporatedThe Priceline Group Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| | | | Year Ended December 31, | Year Ended December 31, |
| | 2012 | | 2011 | | 2010 | 2015 | | 2014 See Note 2 | | 2013 See Note 2 |
| OPERATING ACTIVITIES: | |
| | |
| | |
| |
| | |
| | |
|
| Net income | $ | 1,424,037 |
| | $ | 1,059,131 |
| | $ | 528,142 |
| $ | 2,551,360 |
| | $ | 2,421,753 |
| | $ | 1,892,798 |
|
| Adjustments to reconcile net income to net cash provided by operating activities: | |
| | |
| | |
| |
| | |
| | |
|
| Depreciation | 32,818 |
| | 20,648 |
| | 16,209 |
| 101,517 |
| | 78,241 |
| | 48,365 |
|
| Amortization | 32,323 |
| | 33,176 |
| | 34,255 |
| 170,977 |
| | 129,579 |
| | 69,610 |
|
| Provision for uncollectible accounts, net | 16,094 |
| | 9,331 |
| | 7,102 |
| 24,324 |
| | 22,990 |
| | 16,451 |
|
| Deferred income tax expense | 19,596 |
| | 44,747 |
| | 37,540 |
| |
| Stock-based compensation and other stock based payments | 72,035 |
| | 66,194 |
| | 68,396 |
| |
| 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 | 5,212 |
| | 2,360 |
| | 3,332 |
| 7,578 |
| | 5,229 |
| | 7,898 |
|
| Amortization of debt discount | 39,820 |
| | 21,414 |
| | 20,110 |
| 66,687 |
| | 54,731 |
| | 55,718 |
|
| Loss on early extinguishment of debt | — |
| | 32 |
| | 11,334 |
| 3 |
| | 6,270 |
| | 26,661 |
|
| Changes in assets and liabilities: | |
| | |
| | |
| |
| | |
| | |
|
| Accounts receivable | (105,277 | ) | | (125,793 | ) | | (29,275 | ) | (68,694 | ) | | (182,209 | ) | | (111,572 | ) |
| Prepaid expenses and other current assets | (40,793 | ) | | 12,213 |
| | (22,373 | ) | (81,611 | ) | | (48,932 | ) | | (6,909 | ) |
| Accounts payable, accrued expenses and other current liabilities | 256,021 |
| | 210,325 |
| | 84,750 |
| 166,201 |
| | 203,870 |
| | 182,163 |
|
| Other | 33,864 |
| | (11,966 | ) | | 17,775 |
| (23,909 | ) | | 1,876 |
| | (10,741 | ) |
| Net cash provided by operating activities | 1,785,750 |
| | 1,341,812 |
| | 777,297 |
| 3,102,231 |
| | 2,914,397 |
| | 2,301,436 |
|
| | | | | | | | | | | |
| INVESTING ACTIVITIES: | |
| | |
| | |
| |
| | |
| | |
|
| Purchase of investments | (6,352,495 | ) | | (3,005,397 | ) | | (1,813,032 | ) | (8,669,690 | ) | | (10,552,214 | ) | | (9,955,800 | ) |
| Proceeds from sale of investments | 4,799,412 |
| | 2,229,563 |
| | 1,071,669 |
| 5,084,238 |
| | 10,902,500 |
| | 8,291,283 |
|
| Additions to property and equipment | (55,158 | ) | | (46,833 | ) | | (22,593 | ) | (173,915 | ) | | (131,504 | ) | | (84,445 | ) |
| Acquisitions and other equity investments, net of cash acquired | (33,861 | ) | | (68,192 | ) | | (112,405 | ) | (140,338 | ) | | (2,496,366 | ) | | (331,918 | ) |
| Proceeds from foreign currency contracts | 86,159 |
| | 31,045 |
| | 44,564 |
| 453,818 |
| | 14,354 |
| | 3,266 |
|
| Payments on foreign currency contracts | (4,014 | ) | | (42,032 | ) | | (9,561 | ) | (448,640 | ) | | (94,661 | ) | | (81,870 | ) |
| Change in restricted cash | (2,756 | ) | | (2,922 | ) | | 260 |
| 9 |
| | 9,347 |
| | (2,783 | ) |
| Net cash used in investing activities | (1,562,713 | ) | | (904,768 | ) | | (841,098 | ) | (3,894,518 | ) | | (2,348,544 | ) | | (2,162,267 | ) |
| | | | | | | | | | | |
| FINANCING ACTIVITIES: | |
| | |
| | |
| |
| | |
| | |
|
| Proceeds from the issuance of convertible senior notes | 1,000,000 |
| | — |
| | 575,000 |
| |
| Payment of debt issuance costs | (20,916 | ) | | — |
| | (13,334 | ) | |
| 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 | (1 | ) | | (213 | ) | | (295,401 | ) | (147,629 | ) | | (125,136 | ) | | (414,569 | ) |
| Repurchase of common stock | (257,021 | ) | | (163,171 | ) | | (129,445 | ) | (3,089,055 | ) | | (750,378 | ) | | (883,515 | ) |
| Payments of contingent consideration | | (10,700 | ) | | — |
| | — |
|
| Payments to purchase subsidiary shares from noncontrolling interests | (61,079 | ) | | (12,986 | ) | | — |
| — |
| | — |
| | (192,530 | ) |
| Proceeds from the sale of subsidiary shares to noncontrolling interests | — |
| | — |
| | 4,311 |
| |
| Payments of stock issuance costs | | — |
| | — |
| | (1,191 | ) |
| Proceeds from exercise of stock options | 2,683 |
| | 4,302 |
| | 25,751 |
| 20,851 |
| | 16,389 |
| | 91,607 |
|
| Proceeds from the termination of conversion spread hedges | — |
| | — |
| | 42,984 |
| — |
| | — |
| | 19 |
|
| Excess tax benefit from stock-based compensation | 5,189 |
| | 21,041 |
| | 3,091 |
| |
| Net cash provided by (used in) by financing activities | 668,855 |
| | (151,027 | ) | | 212,957 |
| |
| 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 | 11,621 |
| | (12,148 | ) | | 7,670 |
| (149,103 | ) | | (136,190 | ) | | 17,987 |
|
| Net increase in cash and cash equivalents | 903,513 |
| | 273,869 |
| | 156,826 |
| |
| Net (decrease) increase in cash and cash equivalents | | (1,671,386 | ) | | 1,858,657 |
| | (246,355 | ) |
| Cash and cash equivalents, beginning of period | 632,836 |
| | 358,967 |
| | 202,141 |
| 3,148,651 |
| | 1,289,994 |
| | 1,536,349 |
|
| Cash and cash equivalents, end of period | $ | 1,536,349 |
| | $ | 632,836 |
| | $ | 358,967 |
| $ | 1,477,265 |
| | $ | 3,148,651 |
| | $ | 1,289,994 |
|
| | | | | | | | | | | |
| SUPPLEMENTAL CASH FLOW INFORMATION: | |
| | |
| | |
| |
| | |
| | |
|
| Cash paid during the period for income taxes | $ | 300,539 |
| | $ | 232,762 |
| | $ | 169,320 |
| $ | 534,105 |
| | $ | 491,530 |
| | $ | 391,169 |
|
| Cash paid during the period for interest | $ | 13,933 |
| | $ | 7,573 |
| | $ | 4,901 |
| $ | 54,299 |
| | $ | 16,950 |
| | $ | 20,954 |
|
| Non-cash fair value increase for redeemable noncontrolling interests | $ | 84,693 |
| | $ | 91,743 |
| | $ | 7,876 |
| $ | — |
| | $ | — |
| | $ | 42,522 |
|
| Non-cash investing activity for contingent consideration | | $ | 9,170 |
| | $ | 10,700 |
| | $ | — |
|
| Non-cash financing activity for acquisitions | | $ | — |
| | $ | 13,751 |
| | $ | 1,546,748 |
|
See Notes to Consolidated Financial Statements.
priceline.com IncorporatedThe Priceline Group Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Priceline.com Incorporated (the "PricelineThe Priceline Group Inc. ("The Priceline Group" or the "Company") is ahelps people experience the world by providing consumers, travel service providers and restaurants with leading travel and restaurant online reservation and related services. Through its online travel company thatcompanies ("OTCs"), the Company connects consumers wishing to make travel reservations with providers of travel services around the world. The Company is the leader in the worldwide online accommodation reservation market based on room nights booked. The Company offers its customers hotel andconsumers a broad array of accommodation reservations worldwide(including hotels, bed and breakfasts, hostels, apartments, vacation rentals and other properties) through theits Booking.com, priceline.com and Agoda.comagoda.com brands. In the United States, the CompanyThe Company's priceline.com brand also offers its customersconsumers reservations for car rentals,rental cars, airline tickets, vacation packages destination services and cruises through the priceline.com brand.cruises. The Company offers rental car rental reservations worldwide through rentalcars.com (formerly known as TravelJigsaw), which it acquired in May 2010.
rentalcars.com. The Company also allows consumers to easily compare airline ticket, hotel reservation and rental car reservation information from hundreds of travel websites at once through KAYAK. The Company provides restaurants with reservation management services and consumers with the ability to make restaurant reservations at participating restaurants through OpenTable, a leading provider of online restaurant reservations.
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2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation — The Company’sCompany's Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, including priceline.com International Ltd.KAYAK Software Corporation ("PIL"KAYAK"), Booking.com B.V., Booking.com Limited, priceline.com Europe Ltd, priceline.com Mauritius Company Limited (formerly known as Agoda Company, Ltd.), and its majority-owned interest in TravelJigsaw Holdings Limited (known now as the rentalcars.com business) since its acquisition in May 2010.2013 and OpenTable, Inc. ("OpenTable") since its acquisition in July 2014. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ significantly from those estimates. The significant estimates underlying the Company’sCompany's Consolidated Financial Statements relate to, among other things, the deferred tax valuation allowance, the accrual for hotel occupancy and other related taxes, stock-based compensation, the allowance for doubtful accounts, the valuation of goodwill, and long-lived assets and intangibles, andincome taxes, the accrual for loyalty programs, the valuation of redeemable noncontrolling interests.interests and the accrual for travel transaction taxes.
Fair Value of Financial Instruments — The Company’sCompany's financial instruments, including cash, restricted cash, accounts receivable, accounts payable, accrued expenses and deferred merchant bookings, are carried at cost which approximates their fair value because of the short-term nature of these financial instruments. See Notes 4, 5, 4, 5, 1110 and 1312 for information on fair value for investments, derivatives, the Company’sCompany's outstanding Convertible Senior Notes and redeemable noncontrolling interests.
Cash and Cash Equivalents — Cash and cash equivalents consists primarily of cash and highly liquid investment grade securities with an original maturity of three months or less.
Restricted Cash — Restricted cash at December 31, 20122015 and 20112014 collateralizes office leases and supplier obligations.
Investments — The Company has classified its investments in debt securities and equity securities with readily determinable fair value as available-for-sale securities. These securities are carried at estimated fair value with the aggregate unrealized gains and losses related to these investments, net of taxes, reflected as a part of "Accumulated"Accumulated other comprehensive loss"income (loss)" within stockholders’stockholders' equity.
The fair value of the investments is based on the specific quoted market price of the securities or comparable securities at the balance sheet dates. Investments in debt securities are considered to be impaired when a decline in fair value is judged to be other than temporary because the Company either intends to sell or it is more-likely-than not that it will have to sell the impaired security before recovery. Once a decline in fair value is determined to be other than temporary, an impairment charge is recorded and a new cost basis in the investment is established. If the Company does not intend to sell the debt security, but it is probable that the Company will not collect all amounts due, then only the impairment due to the credit risk would be recognized in earnings and the remaining amount of the impairment would be recognized in "Accumulated"Accumulated other comprehensive loss"income (loss)" within stockholders’stockholders' equity. The marketableMarketable securities are presented as current assets on the Company’sCompany's Consolidated Balance Sheets if they are available to meet the short-term working capital needs of the Company. Marketable debt securities not held to meet short-term working capital needs of the Company are classified as short-term or
long-term investments on the Company's Consolidated Balance Sheets based on the maturity date of the debt security. See Notes 4 and 5 for further detail of investments.
Equity investments without readily determinable fair values, in companies over which the Company does not have the ability to exercise significant influence, are accounted for using the cost method of accounting and classified within "Other assets" in the Consolidated Balance Sheets. Under the cost method, investments are carried at cost and are adjusted to fair value only for other-than-temporary declines in fair value.
Property and Equipment — Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of property and equipment is computed on a straight-line basis over the estimated useful lives of the assets or, when applicable, the life of the lease, whichever is shorter.
Website and Software Capitalization — Certain direct development costs associated with website and internal-use software are capitalized and include external direct costs of services and payroll costs for employees devoting time to the software projects principally related to website and mobile app development, including support systems, software coding, designing system interfaces and installation and testing of the software. These costs are recorded as property and equipment and are generally amortized over a period of two to five years beginning when the asset is substantially ready for use. Costs incurred for enhancements that are expected to result in additional features or functionality are capitalized and amortized over the estimated useful life of the enhancements. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred. Capitalized costs associated with website and internal-use software were $44.2 million and $20.9 million for the years ended December 31, 2015 and 2014, respectively. Costs for 2015 reflect a full year of activity for OpenTable compared to a partial year's activity in 2014 and higher development costs for priceline.com.
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Goodwill — The Company accounts for acquired businesses using the purchase method of accounting which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. The Company’sCompany's Consolidated Financial Statements reflect an acquired business starting at the date of the acquisition.
Goodwill is not subject to amortization and is reviewed at least annually for impairment, or earlier if an event occurs or circumstances change and there is an indication of impairment. The Company tests goodwill at a reporting unit level. The fair value of the reporting unit is compared to its carrying value, including goodwill. Fair values are determined based on discounted cash flows, market multiples and/or appraised values and are based on market participant assumptions. An impairment is recorded to the extent that the implied fair value of goodwill is less than the carrying value of goodwill. See Note 9 for further information.
Impairment of Long-Lived Assets and Intangible Assets — The Company reviews long-lived assets and amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The assessment of possible impairment is based upon the Company’sCompany's ability to recover the carrying value of the assets from the estimated undiscounted future net cash flows, before interest and taxes, of the related operations. The amount of impairment loss, if any, is measured as the excess of the carrying value of the asset over the present value of estimated future cash flows, using a discount rate commensurate with the risks involved and based on assumptions representative of market participants.
Software Capitalization — Certain direct development costs associated with internal-use software are capitalized and include external direct costs of services and payroll costs for employees devoting time to the software projects principally related to software coding, designing system interfaces and installation and testing of the software. These costs are recorded as property and equipment and are generally amortized over a period of three to five years beginning when the asset is substantially ready for use. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred.
Agency Revenues
Agency revenues are derived from travel relatedtravel-related transactions where the Company is not the merchant of record and where the prices of the travel services sold are determined by third parties. Agency revenues include travel commissions, global distribution system ("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. Such revenues are generally recognized by the Company when the customersconsumers complete their travel.
Merchant Revenues and Cost of Merchant Revenues
Merchant revenues and related cost of revenues are derived from services where the Company is the merchant of record and therefore charges the customer's credit card and subsequently pays the travel service provider for the services provided.
Merchant Retail Services: Merchant revenues for the Company's merchant retail services are derived from transactions where consumers book accommodation reservations or rental car reservations from travel service providers at disclosed rates which are subject to contractual arrangements. Charges are billed to consumers by the Company at the time of booking and are included in deferred merchant bookings until the consumer completes the accommodation stay or returns the rental car. Such amounts are generally refundable upon cancellation, subject to cancellation penalties in certain cases. Merchant revenues and accounts payable to the travel service provider are recognized at the conclusion of the consumer's stay at the accommodation or return of the rental car. The Company records the difference between the reservation price to the consumer and the travel service provider cost to the Company of its merchant retail reservation services on a net basis in merchant revenue.
Pursuant to the terms of the Company's opaque and retail merchant services, its travel service providers are permitted to bill the Company for the underlying cost of the service during a specified period of time. In the event that the Company is not billed by the travel provider within the specified time period, the Company reduces its cost of revenues by the unbilled amounts.
Opaque Services: The Company refers todescribes its priceline.com Name Your Own Price® and Express Deals® travel services as "opaque" services because not all aspectscertain elements of the service, including the identity of the travel service provider, are visiblenot disclosed to the consumer beforeprior to making an offer.a reservation. The Name Your Own Price® service connects buyersconsumers that are willing to accept a level of flexibility regarding their travel itinerary with travel service providers that are willing to accept a lower price in order to sell their excess capacity without disrupting their existing distribution channels or retail pricing structures. The Company's Name Your Own Price® services use a unique pricing system that allows consumers to “bid”"bid" the price they are prepared to pay when submitting an offer for a particular leisure travel service. The Company accesses databases in which participating travel service providers file secure discounted rates, not generally available to the public, to determine whether it can fulfill the customer'sconsumer's offer. The Company selects the travel service provider and determines the price it will accept from the customer.consumer. Merchant revenues and cost of merchant revenues include the selling price and cost, respectively, of the Name Your Own Price® travel services and are reported on a gross basis.
In 2012, the Company launched Express Deals, a merchant semi-opaque hotel reservation service at priceline.com, which ® allows customersconsumers to select hotel, rental car and airline ticket reservations with price and certain information regarding amenities offered by the hotel disclosed prior to making the reservation. The identity of the hoteltravel service provider is not known prior to committing to the non-refundable reservation. The Company records the difference between the customer sellingreservation price to the consumer and the travel service provider cost to the Company of its merchant Express Deals® reservation services on a net basis in merchant revenue.
The Company recognizes revenues and costs for these services when it fulfillsconfirms the customer's non-refundable offer. In very limited circumstances, the Company makes certain customer accommodationsconcessions to satisfy disputes and complaints. The Company accrues for such estimated losses and classifies the resulting expense as adjustments to merchant revenue and cost of merchant revenues.
Merchant Price-Disclosed Services: MerchantAdvertising and Other Revenues
Advertising and other revenues are primarily earned by KAYAK and OpenTable and to a lesser extent by priceline.com for the Company's merchant price-disclosed services are derived from transactions whereadvertising placements on its customers purchase hotel room reservations or rental car reservations fromwebsite. KAYAK earns advertising revenue primarily by sending referrals to travel service providers at disclosed rates which are subjectand online travel companies ("OTCs") and from advertising placements on its websites and mobile applications. Generally, revenue related to contractual arrangements. Charges are billed to customersreferrals is earned based upon the completion of travel by a consumer or when a consumer clicks on a referral placement and revenue for advertising placements is earned based upon when a consumer clicks on an advertisement or when the Company atdisplays an advertisement. OpenTable earns revenue primarily by facilitating restaurant reservations and providing computerized host-stand operations to restaurants through proprietary restaurant management reservation services. The Company recognizes other revenues related to OpenTable for reservation revenues when diners are seated and for subscription revenues on a straight-line basis during the timecontractual period over which the service is delivered.
Loyalty Programs
The Company provides various loyalty programs. Participating customers earn loyalty points on current transactions that can be redeemed for future qualifying transactions. When the points are earned, the Company estimates the amount of bookingloyalty points expected to be redeemed and arerecords a reduction in revenue. At both December 31, 2015 and 2014, a liability of $71.1 million for loyalty points programs was included in deferred merchant bookings until"Accrued expenses and other current liabilities" in the customer completes the hotel stay or returns the rental car. Such amounts are generally refundable upon cancellation, subject to cancellation penalties in certain cases. Merchant revenues and accounts payable to the provider are recognized at the conclusion of the customer's stay at the hotel or return of the rental car. The Company records the difference between the customer selling price and the travel service provider cost of its merchant price-disclosed reservation services on a net basis in merchant revenue.Consolidated Balance Sheets.
Pursuant to the terms of the Company's opaque and price-disclosed merchant hotel services, its hotel service providers are permitted to bill the Company for the underlying cost of the service during a specified period of time. In the event that the Company is not billed by the hotel within the specified time period, the Company reduces its cost of revenues by the unbilled amounts.
Tax Recovery Charge, Occupancy Taxes and State and Local Taxes
The Company provides an internetonline travel service to facilitate online travel purchases betweenby consumers andfrom travel service providers, including accommodation, rental car and airline ticket hotel and rental car reservations, and sometimes as part of a vacation package reservation. For merchant model transactions, the Company charges the customerconsumer an amount intended to cover the taxes that the Company anticipates the travel service provider will owe and remit to the local taxing authorities ("tax recovery charge"). Tax rate information for calculating the tax recovery charge is provided to the Company by itsthe travel service providers.
In a handful ofcertain taxing jurisdictions, the Company recently wasis required by passage of a new statute or by court order to start collectingcollect and remittingremit certain taxes (local occupancy tax, general excise and/or sales tax) imposed upon its margin and/or service fee. In those jurisdictions, the Company is collecting and remitting tax as required. The tax recovery charge and occupancy and other related taxes collected from customers and remitted to those jurisdictions are reported on its margin and/or service fee.a net basis in the Consolidated Statement of Operations. Except in those jurisdictions, the Company does not charge the customer or remit occupancy or other related taxes based on its margin or service fee, because the Company believes that such taxes are not owed on its compensation for its services (refer to(see Note 16)15). The tax recovery charge and occupancy and other related taxes collected from customers and remitted to those jurisdictions are reported on a net basis on the Consolidated Statement of Operations.
Advertising - Online — Online advertising expenses consist primarily of the costs of (1) search engine keyword purchases; (2) referrals from meta-search sites and travel research websites; (3) affiliate programs; and (4) banner, pop-up and pop-up advertisements;other Internet and (5) email campaigns.mobile advertisements. Online advertising expense is generally recognized as incurred. Included in "Accrued expenses and other current liabilities" onin the Consolidated Balance Sheets are accrued online advertising liabilities of $99.6188.2 million and $69.2164.0 million at December 31, 20122015 and 20112014, respectively.
Advertising - Offline — Offline advertising expenses are comprised primarily related to the Company's Booking.com, KAYAK and priceline.com businesses and primarily consist of costs of domestic television print, and radio advertising for priceline.com.advertising. The Company expenses theadvertising production costs of advertising the first time the advertising takes place.is broadcast.
Sales and Marketing — Sales and marketing expenses consist primarily of (1) credit card processing fees associated with merchant transactions; (2) fees paid to third-partiesthird parties that provide call center, website content translations and other services; (3) provisions for credit card chargebacks; andcustomer relations costs; (4) public relations costs; (5) provisions for bad debt, primarily related to agency hotelaccommodation commission receivables.receivables; and (6) provisions for credit card chargebacks.
Personnel — Personnel expenses consist of compensation to the Company’sCompany's personnel, including salaries, stock-based compensation, bonuses, payroll taxes and employee health insurance and other benefits, and stock based compensation.benefits. Included in "Accrued expenses and other current liabilities" onin the Consolidated Balance Sheets are accrued compensation liabilities of $97.9$186.1 million and $65.7$159.0 million at December 31, 20122015 and 20112014, respectively.
Stock-Based Compensation — The cost of stock-based transactions areStock-based compensation is recognized in the financial statements based upon fair value. The fair value of restricted stock, performance share units and restricted stock units is determined based on the number of units or shares, as applicable, granted and the quoted price of the Company’sCompany's common stock as of the grant date or acquisition date. Stock-based compensation related to performance share units reflects the estimated probable outcome at the end of the
performance period. The fair value of employee stock options isassumed in acquisitions was determined asusing the Black Scholes model and the market value of the grant date usingCompany's common stock at the Black-Scholes valuation model.respective acquisition dates. Fair value is recognized as expense on a straight line basis, net of estimated forfeitures, over the employee requisite service period.
The fair value at grant date for restricted stock units with a market condition is estimated, based on the complexity of the award, using both closed-form models and lattice models. All compensation cost for an award that has a market condition is recognized as stock based compensation cost if the requisite service period is fulfilled, even if the market condition is never satisfied.
The benefits of tax deductions in excess of recognized compensation costs are reported as a credit to additional paid-in capital and as financing cash flows, but only when such excess tax benefits are realized by a reduction to current taxes payable. See Note 3 for further information on stock-based awards.
Information Technology — Information technology expenses are comprisedconsist primarily of outsourced data center costs,of: (1) software license and system maintenance and software license fees,fees; (2) data communications and other expenses associated with operating the Company’s Internet sitesour services; (3) outsourced data center costs; and (4) payments to outside contractors. Such costs are expensed as incurred.consultants.
Income Taxes — The Company accounts for income taxes under the asset and liability method. The Company records the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported onin the Consolidated Balance Sheets, as well as operating loss and tax credit carryforwards. Deferred taxes are classified as current or noncurrent based on the balance sheet classification of the related assets and liabilities.sheet.
The Company records deferred tax assets to the extent it believes these assets will more likely than not be realized. The Company regularly reviews its deferred tax assets for recoverability considering historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences, the carryforward periods available for tax reporting purposes, and tax planning strategies. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. In determining the future tax consequences of events that have been recognized in the financial statements or tax returns, significant judgments, estimates, and interpretation of statutes are required.
Deferred taxes are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date of such change.
Income taxes are not accrued for unremitted earnings of international operations that have been or are intended to be reinvested indefinitely.
The Company recognizes liabilities when it believes that uncertain positions may not be fully sustained upon review by the tax authorities. Liabilities recognized for uncertain tax positions are based on a two step approach for recognition and measurement. First, the Company evaluates the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit based on its technical merits. Secondly, the Company measures the tax benefit as the largest amount which is more than 50%50% likely of being realized upon ultimate settlement. Interest and penalties attributable to uncertain tax positions, if any, are recognized as a component of income tax expense. See Note 1514 for further details on income taxes.
Segment Reporting — The Company operatesdetermined that its brands constitute its operating segments. The Company's Booking.com brand represents a substantial majority of gross profit and manages its business as a single reportable unit. Operating segments that havenet income. Based on similar economic characteristics are aggregated.and other similar operating factors, the Company has aggregated the operating segments into one reportable segment. For geographic related information, see Note 18 to the Company’s Consolidated Financial Statements.17.
Foreign Currency Translation — The functional currency of the Company’sCompany's foreign subsidiaries is generally their respective local currency. Assets and liabilities are translated into U.S. dollarsDollars at the rate of exchange existing at the balance sheet date. Income statement amounts are translated at average monthly exchange rates applicable for the period. Translation gains and losses are included as a component of "Accumulated"Accumulated other comprehensive loss" onincome (loss)" in the Company’sCompany's Consolidated Balance Sheets. Foreign currency transaction gains and losses are included in "Foreign currency transactions and other" in the Company’sCompany's Consolidated Statements of Operations.
In November 2015, the Company issued Senior Notes due November 25, 2022 for an aggregate principal amount of 750 million Euros. In March 2015, the Company issued Senior Notes due March 3, 2027 for an aggregate principal amount of 1.0 billion Euros. In September 2014, the Company issued Senior Notes due September 23, 2024 for an aggregate principal amount of 1.0 billion Euros. The Company designated the carrying value, plus accrued interest, of these Euro-denominated Senior Notes as a hedge of the Company's net investment in Euro functional currency subsidiaries. The foreign currency transaction gains or losses on these liabilities and the Euro-denominated net assets of these subsidiaries are translated into U.S. Dollars and are included as a component of "Accumulated other comprehensive income (loss)" in the Company's Consolidated Balance Sheets (see Notes 10 and 13).
Derivative Financial Instruments — As a result of the Company’sCompany's international operations, it is exposed to various market risks that may affect its consolidated results of operations, cash flow and financial position. These market risks include,
but are not limited to, fluctuations in currency exchange rates. The Company’sCompany's primary foreign currency exposures are in Euros and British Pound Sterling, in which it conducts a significant portion of its business activities. As a result, the Company faces exposure to adverse movements in currency exchange rates as the financial results of its international operations are translated from local currencycurrencies into U.S. Dollars upon consolidation. Additionally, foreign exchange rate fluctuations on transactions denominated in currencies other than the functional currency result in gains and losses that are reflected in income.
The Company may enter into derivative instruments to hedge certain net exposures of nonfunctional currency denominated assets and liabilities and the volatility associated with translating foreign earnings for its international businesses into U.S. Dollars, even though it does not elect to apply hedge accounting or hedge accounting does not apply. Gains and losses resulting from a change in fair value for these derivatives are reflected in income in the period in which the change occurs and are recognized onin the Consolidated Statements of Operations in "Foreign currency transactions and other." Cash flows related to these contracts are classified within "Net cash provided by operating activities" on the cash flow statement.
The Company, alsofrom time to time, utilizes derivative instruments to hedge the impact of changes in currency exchange rates on the net assets of its foreign subsidiaries. These instruments are designated as net investment hedges. Hedge ineffectiveness is assessed and measured based on changes in forward exchange rates. The Company records gains and losses on these derivative instruments as currency translation adjustments, which offset a portion of the translation adjustments related to the foreign subsidiary’ssubsidiaries' net assets. Gains and losses are recognized onin the Consolidated Balance Sheet in "Accumulated"Accumulated other comprehensive loss"income (loss)" and will be realized upon a partial sale or liquidation of the investment. The Company formally documents all derivatives designated as hedging instruments for accounting purposes, both at hedge inception and on an on-going basis. These net investment hedges expose the Company to liquidity risk as the derivatives have an immediate cash flow impact upon maturity, which is not offset by the translation of the underlying hedged equity. The cash flows from these contracts are classified within "Net cash used in investing activities" on the cash flow statement.
The Company does not use financialderivative instruments for trading or speculative purposes. The Company recognizes all derivative instruments on the balance sheet at fair value and its derivative instruments are generally short-term in duration. The derivative instruments do not contain leverage features.
The Company is exposed to the risk that counterparties to derivative contractsinstruments may fail to meet their contractual obligations. The Company regularly reviews its credit exposure as well as assessing the creditworthiness of its counterparties. See Note 5 for further detail on derivatives.
Recent Accounting Pronouncements: Classification of Deferred Taxes and Presentation of Debt Issuance Costs
In November 2015, the Financial Accounting Standards Board (“FASB”) issued a new accounting update which requires companies to classify all deferred tax assets and liabilities as noncurrent in the balance sheet instead of separating deferred taxes into current and noncurrent amounts. This update is effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of this update is permitted and an entity may choose to adopt this update on either a prospective or retrospective basis. The Company adopted this accounting update in the fourth quarter of 2015 and applied it retrospectively to prior periods. The impact on the Company's Consolidated Financial Statements is summarized below.
In April 2015, the FASB issued a new accounting update which changes the presentation of debt issuance costs in the financial statements. Under this new guidance, debt issuance costs, excluding costs associated with a revolving credit facility, will be presented in the balance sheets as a direct deduction from the related debt liability rather than as an asset. This accounting change is consistent with the current presentation under U.S. GAAP for debt discounts and it also converges the guidance under U.S. GAAP with that in the International Financial Reporting Standards ("IFRS"). Debt issuance costs will reduce the proceeds from debt borrowings in the cash flow statement instead of being presented as a separate line in the financing section of that financial statement. Amortization of debt issuance costs will continue to be reported as interest expense in the income statement. This accounting update does not affect the current accounting guidance for the recognition and measurement of debt issuance costs. This update is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is allowed for all entities for financial statements that have not been previously issued. The Company adopted this new accounting standard in the fourth quarter of 2015 and applied it retrospectively to prior periods. The impact on the Company's Consolidated Financial Statements is summarized below.
Certain prior year amounts in the Company’s Consolidated Financial Statements have been adjusted to reflect the retrospective adoption of the two new accounting standards described above.
Consolidated Balance Sheet as of December 31, 2014 (in thousands):
|
| | | | | | | | | | | | | | | | |
| 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 |
|
Consolidated Statements of Cash Flows for the year ended December 31, 2014 and 2013
For the years ended December 31, 2014 and 2013, the Company netted payments of debt issuance costs of $17.5 million and $1.0 million against proceeds from the issuance of long-term debt of $2.3 billion and $1.0 billion, respectively. The netted balances are reported as "Proceeds from the issuance of long-term debt" in the financing section of the Consolidated Statements of Cash Flows.
Other Recent Accounting Pronouncements
OnIn January 1, 2012,2016, the Company adoptedFASB issued a new accounting update which amends the amendedguidance on the classification and measurement of financial instruments. Although the accounting guidance issued byupdate retains many current requirements, it significantly revises accounting related to (1) the Financial Accounting Standards Board ("FASB") concerningclassification and measurement of investments in equity securities and (2) the presentation of comprehensivecertain fair value changes for financial liabilities measured at fair value. The accounting update also amends certain fair value disclosures of financial instruments and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale debt securities in combination with the entity’s evaluation of their other deferred tax assets. The update requires entities to carry all investments in equity securities, including other ownership interests such as partnerships, unincorporated joint ventures and limited liability companies at fair value, with fair value changes recognized through net income. The new guidance requiresThis requirement does not apply to investments that qualify for equity method accounting, investments that result in consolidation of the investee or investments in which the entity has elected the practicability exception to fair value measurement. Under current U.S. GAAP, the Company's available-for-sale investments in equity securities with readily identifiable market value are remeasured to fair value each reporting period with changes in fair value recognized in accumulated other comprehensive income to(loss). However, under the new accounting literature, fair value adjustments will be reported in either a single statement or in two consecutive statements reportingrecognized through net income and other comprehensive income. The Company selectedcould vary significantly quarter to present two consecutive statements.quarter. For the investments currently accounted for under the cost method, an entity can elect to measure its investments, which do not have a readily determinable fair value, at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Additionally, this accounting update will simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value. In addition, this accounting update eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is currently required to be disclosed for financial instruments measured at amortized cost in the balance sheet. This amended guidance didupdate is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption, although allowed in certain circumstances, is not changeapplicable to the items that constitute net income or other comprehensive income, the timing of when other comprehensive income is reclassified to net income, or the earnings per share computation. Company.
In February 2013,September 2015, the FASB issued a new accounting update which simplifies the accounting for measurement-period adjustments to provisional amounts recognized in a business combination. Under this new guidance, an acquirer must recognize these adjustments in the reporting period in which the adjustment amounts are determined. The new accounting guidance which adds new disclosure requirements for items reclassified out of accumulated other comprehensive income. The new guidancealso requires that companiesan acquirer to present either in a single note or parentheticallyseparately on the face of the income statement, or disclose in the notes, the
amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to provision amounts had been recognized as of the acquisition date. This update is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been issued. The Company adopted this update in the effectfourth quarter of 2015 and this accounting update did not have an impact to the Company's Consolidated Financial Statements.
In April 2015, the FASB issued a new accounting update which requires an entity that enters into a cloud computing arrangement to determine if the arrangement contains a software license. The accounting update cites software as a service, platform as a service, infrastructure as a service and other similar hosting arrangements as examples of cloud computing arrangements. A software license arrangement exists if both of the following criteria are met: (1) the customer has a contractual right to take possession of the underlying software without significant amounts reclassified basedpenalty and (2) it is feasible for the customer to run the software on its sourcetheir own hardware or to contract with another party unrelated to the vendor to run the software. If the arrangement meets both of these criteria, the customer would need to identify what portion of the cost relates to purchasing the software and what portion relates to paying for the service of hosting the software. The purchased software would be accounted for using the internal-use software guidance and the service costs would be accounted for as an operating expense. If the arrangement does not meet both of the criteria, the cost is an operating expense for a service contract. The guidance in this update does not change the accounting for a service contract. The update is effective for public companiesbusiness entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is allowed for all entities. The Company adopted this update in interimthe fourth quarter of 2015 and this accounting update did not have an impact to the Company's Consolidated Financial Statements.
In May 2014, the FASB and the International Accounting Standards Board ("IASB") issued a new accounting standard on the recognition of revenue from contracts with customers that is designed to create greater comparability for financial statement users across industries and jurisdictions. The core principle of the standard is that an "entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services." Additionally, the new guidance specified the accounting for some costs to obtain or fulfill a contract with a customer. The new standard will also require enhanced disclosures. The accounting standard was initially effective for public entities for annual reportingand interim periods beginning after December 13, 2012.15, 2016. In July 2015, the FASB agreed to defer the effective date of the new revenue standard to annual periods beginning after December 15, 2017 with early adoption permitted as of the original effective date. The Company will comply withis currently evaluating the impact to its Consolidated Financial Statements of adopting this new disclosure requirements beginning in the first quarter of 2013.guidance.
In September 2011,April 2014, the FASB issued an accounting update which amended the guidance on testing goodwill for impairment. Under the revised guidance, entities testing goodwill for impairment have the optiondefinition of performing a qualitative assessment before calculating the fair value of the reporting unit. If, based on the qualitative factors, it is more-likely-than not that the fair value of the reporting unit is less than its carrying value, then the unchanged two-step approach previously used would be required.discontinued operation. The new accounting guidance did not change how goodwilldefinition limits discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have or will have a major effect on an entity's operations and financial results. The new definition includes an acquired business that is calculated, how goodwill is assigned toclassified as held for sale at the reporting unit, or the requirements for testing goodwill annually or when events and circumstances warrant testing.date of acquisition. The accounting update wasrequires new disclosures of both discontinued operations and a disposal of an individually significant component of an entity. The accounting update is effective for annual and interim periods beginning on or after December 15, 2011, with early adoption permitted. In September 2012,2014. The Company adopted this update in the Company performed its annual quantitative goodwill impairment testing,first quarter of 2015 and concluded that the estimated fair value for each reporting unit substantially exceeds its respective carrying value.
In May 2010, the FASB issued amended guidance on fair value to largely achieve common fair value measurement and disclosure requirements between U.S. GAAP and IFRS. The newthis accounting guidanceupdate did not extend the use of fair value but rather provided guidance about how fair value should be determined. For U.S. GAAP, most of the changes were
clarifications of existing guidance or wording changeshave an impact to align with IFRS. The amended guidance expanded disclosure, particularly that relating to fair value measurements based on unobservable inputs, permitted fair value measurements for financial assets and liabilities on a net position if market or credit risks are managed on a net basis and other criteria are met, and allowed premiums and discounts only if a market participant would also include them in the fair value measurement. This accounting update was effective for public companies for interim or annual periods beginning after December 15, 2011, with early adoption permitted. The adoption of this accounting guidance, effective with the three months ended March 31, 2012, did not impact the Company's consolidated financial statements or disclosure.
Consolidated Financial Statements.
| |
3. | STOCK-BASED COMPENSATION AND OTHER STOCK-BASED PAYMENTS |
The Company has adopted the priceline.com IncorporatedCompany's 1999 Omnibus Plan, as amended and restated effective June 4, 2008,6, 2013, (the "1999 Plan") asis the primary stock compensation plan from which broad-based employee grantsequity awards may be made. As of December 31, 2012,2015, there were 680,1092,425,519 shares of common stock reservedavailable for future issuancegrant under ourthe 1999 Plan. In addition, in connection with the acquisition of KAYAK in May 2013, Buuteeq, Inc. in June 2014, OpenTable in July 2014 and Rocket Travel, Inc. in February 2015, the Company assumed the KAYAK Software Corporation 2012 Equity Incentive Plan (the "KAYAK Plan"), the Buuteeq, Inc. Amended and Restated 2010 Stock Plan (the "Buuteeq Plan"), the OpenTable, Inc. 2009 Equity Incentive Award Plan (the "OpenTable Plan") and the Rocket Travel, Inc. 2012 Stock Incentive Plan (the “Rocketmiles Plan”). As of December 31, 2015, there were 145,392 shares of common stock available for future grant under the OpenTable Plan.
Stock-based compensation issued under the plans generally consists of restricted stock units, performance share units and stock options. Stock-based compensation is recognized in the financial statements based upon fair value. Fair value is recognized as expense on a straight-line basis, net of estimated forfeitures, over the employee's requisite service period. The fair value of restricted stock units and non-qualifiedperformance share units is determined based on the number of units granted and the quoted price of the Company's common stock options. Stock options are grantedas of the grant date. Stock-based compensation related to employeesperformance share units reflects the estimated probable outcome at exercise prices equal to the end of the performance period. The fair value of the employee stock options assumed in acquisitions was determined using the Black-Scholes model and the market value of the Company's
common stock at the date of grant andtheir respective acquisition dates. Stock options granted to employees generally have a term of 10 years. Generally, stock option grants to employees vest over three years from the grant date. Restricted stock performance share units and restricted stockperformance share units generally vest over periods from 1 to 4 years. The Company issues new shares of common stock upon the issuance of restricted stock, the exercise of stock options and the vesting of restricted stock units and performance share units.
Stock-based compensation included in personnel expenses in the Consolidated Statements of Operations was approximately $$247.4 million, 71.6 million, $65.7186.4 million and $68.2$140.5 million for the years ended December 31, 20122015, 20112014 and 20102013, respectively. Stock-based compensation for the years ended December 31, 20122015, 20112014 and 20102013 includes charges amounting to $0.9$22.6 million,, $10.320.6 million and $13.4$24.1 million, respectively, representing the cumulative impact of adjusting the estimated probable outcome at the end of the performance period for certain outstanding unvested performance share units. Included in the stock-based compensation are approximately $$2.6 million, 1.8 million, $1.72.3 million, and $1.3$2.1 million for the years ended December 31, 20122015, 20112014, and 20102013, respectively, for grants to non-employee directors. The related tax benefit for stock-based compensation is $$52.9 million, 7.6 million, $8.138.4 million and $7.5$18.5 million for the years ended December 31, 20122015, 20112014 and 20102013, respectively.
The following table summarizes stock option activity during the year ended December 31, 2012:Restricted Stock Units and Performance Share Units
|
| | | | | | | | | | | | | |
| Stock Options | | Shares | | Weighted Average Exercise Price | | Weighted Average Remaining Contractual Term | | Aggregate Intrinsic Value (000’s) |
| | | | | | | | | |
| Outstanding at December 31, 2011 | | 197,238 |
| | $ | 20.71 |
| | 2.3 years | | $ | 88,166 |
|
| Exercised | | (126,237 | ) | | $ | 21.26 |
| | | | |
|
| Expired | | — |
| | $ | — |
| | | | |
|
| Outstanding at December 31, 2012 | | 71,001 |
| | $ | 19.73 |
| | 1.3 years | | $ | 42,647 |
|
No stock options were granted during the years ended December 31, 2012, 2011 or 2010. The intrinsic value of stock options exercised was approximately $75.2 million, $77.1 million and $74.8 million for the years ended December 31, 2012, 2011 and 2010, respectively. As of December 31, 2008, all stock options were fully vested and exercisable.
The following table summarizes the activity of unvested restricted stock units ("RSUs") and performance share units during the years ended December 31, 2010, 2011 and 2012:
|
| | | | | | | | |
| Share-Based Awards | | Shares | Weighted Average Grant Date Fair Value |
| | | | | | |
| Unvested at December 31, 2009 | | 1,488,854 |
| | $ | 90.82 |
| |
| | | | | | |
| Granted | | 179,101 |
| | $ | 236.66 |
| |
| Vested | | (367,856 | ) | | $ | 57.24 |
| |
| Performance Shares Adjustment | | 260,822 |
| | $ | 182.16 |
| |
| Forfeited | | (30,274 | ) | | $ | 120.80 |
| |
| Unvested at December 31, 2010 | | 1,530,647 |
| | $ | 130.93 |
| |
| | | | | | |
| Granted | | 125,564 |
| | $ | 469.29 |
| |
| Vested | | (858,019 | ) | | $ | 113.37 |
| |
| Performance Shares Adjustment | | 73,710 |
| | $ | 496.34 |
| |
| Forfeited | | (71,922 | ) | | $ | 182.90 |
| |
| Unvested at December 31, 2011 | | 799,980 |
| | $ | 231.87 |
| |
| | | | | | |
| Granted | | 95,062 |
| | $ | 643.12 |
| |
| Vested | | (353,819 | ) | | $ | 108.31 |
| |
| Performance Shares Adjustment | | 6,649 |
| | $ | 532.26 |
| |
| Forfeited | | (7,744 | ) | | $ | 444.18 |
| |
| Unvested at December 31, 2012 | | 540,128 |
| | $ | 389.21 |
| |
Restricted stock units and performance share units ("share-based awards") during the years ended December 31, 2013, 2014 and 2015:
|
| | | | | | | | |
| 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 |
| |
Share-based awards granted by the Company during the years ended December 31, 2012, 20112015, 2014 and 20102013 had an aggregate grant-dategrant date fair valuevalues of approximately $61.1$243.0 million,, $58.9 $168.1 million and $42.4$118.6 million,, respectively. Share-based awards that vested during the years ended December 31, 2012, 2011,2015, 2014, and 20102013 had grant date fair values of $38.3$122.6 million,, $97.3 $96.3 million and $21.1$62.6 million,, respectively.
As of December 31, 2012,2015, there is $84.8was $336.5 million of total future compensation cost related to unvested share-based awards to be recognized over a weighted-average period of 1.31.9 years.
During the year ended December 31, 2012, stock based awards included2015, the Company made broad-based grants of 60,36590,518 restricted stock units that generally vest after three years, subject to certain exceptions for terminations other than for "cause," for "good reason" or on account of death or disability. These share-based awards had a total grant date fair value of $109.8 million based on a weighted-average grant date fair value per share of $1,213.18.
In addition, during the year ended December 31, 2015, the Company granted 107,623 performance share units to executives and certain executives.other employees. The performance share units had a total grant date fair value of $39.0$133.2 million based upon thea weighted-average grant date fair value per share of $645.86.$1,237.53. The performance share units are payable in shares of the Company's common stock upon vesting. Stock-based compensationSubject to certain exceptions for terminations other than for "cause," for "good reason" or on account of death or disability, recipients of these performance share units is recorded based ongenerally must continue their service through the requisite service period in order to receive any shares. Stock-based compensation related to performance share units reflects the estimated probable outcome if the Company, and with respect to certain grants, its Booking.com and Agoda.com businesses, achieve certain financial goals at the end of the performance period. The actual number of shares to be issued on the vesting date will be determined upon completion of the performance period, which, for most of these performance share units, ends December 31, 2014,2017, assuming there is no accelerated vesting for, among other things, a termination of employment under certain circumstances, or a change in control. At December 31, 2012, there were 59,204 unvested performance shares outstanding, net of actual forfeitures and vesting.circumstances. As of December 31, 2012,2015, the estimated number of probable shares to be issued is a total of 67,842164,857 shares. If the maximum performance thresholds are met at the end of the performance period, a maximum number of 118,408254,643 total shares could be issued. If the minimum performance thresholds are not met, 37,45051,621 shares would be issued at the end of the performance period.
20112014 Performance Share Units
During the year ended December 31, 2011, stock-based awards included grants of 77,1442014, the Company granted 72,277 performance share units with a grant date fair value of $35.9$96.1 million,, based on a weighted averageweighted-average grant date fair value per share of $464.79 per share.$1,329.11. The actual number of shares to be issued will be determined upon completion of the performance period which generally ends December 31, 2013.2016.
At December 31, 2012,2015, there were 74,39063,484 unvested 2014 performance share units outstanding, net of actual forfeitures and vesting.performance share units that were forfeited or vested since the grant date. As of December 31, 2012,2015, the number of shares estimated to be issued pursuant to these performance share units at the end of the performance period is a total
of 151,476104,241 shares. If the maximum performance thresholds are met at the end of the performance period, a maximum of 159,000127,732 total shares could be issued.issued pursuant to these performance share units. If the minimum performance thresholds are not met, 43,291 shares would be issued at the end of the performance period.
20102013 Performance Share Units
During the year ended December 31, 2010, stock-based awards included grants of 110,4302013, the Company granted 104,865 performance share units with a grant date fair value of $26.0$74.4 million,, based on a weighted averageweighted-average grant date fair value per share of $235.34 per share.$709.74. The actual number of shares to be issued will be determined based upon completion of the performance period which endsended December 31, 2012.2015.
At December 31, 2012,2015, there were 82,87997,296 unvested 2013 performance share units outstanding, net of actual forfeituresperformance share units that were forfeited or vested since the grant date. As of December 31, 2015, the total number of shares expected to be issued pursuant to these performance share units on the March 4, 2016 vesting date is 186,020 shares.
Stock Options
The following table summarizes the activity for the stock options during the years ended December 31, 2013, 2014 and vesting,2015:
|
| | | | | | | | | | | | | | | | |
| 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 |
The aggregate intrinsic value of employee stock options exercised during the years ended December 31, 2015, 2014 and 2013 was $46.3 million, $49.2 million and $281.8 million, respectively. During the years ended December 31, 2015, 2014 and 2013, stock options assumed in acquisitions vested for 38,689, 41,524 and 65,293 shares with an acquisition-date fair value of $24.4 million, $24.2 million and $30.9 million, respectively.
For the years ended December 31, 2015, 2014 and 2013, the Company recorded stock-based compensation expense related to employee stock options of $24.9 million, $24.7 million and $30.9 million, respectively. Employee stock options assumed in acquisitions during the year ended December 31, 2015 had a total acquisition-date fair value of $1.4 million based on a weighted-average acquisition date fair value of $1,015.81 per share. As of December 31, 20122015, the numberthere was $9.7 million of shares estimatedtotal future compensation costs related to unvested employee stock options to be issued at the endrecognized over a weighted-average period of the performance period is a total of 194,735 shares. The maximum number of total shares that could be issued at the end of the performance period is 197,515 shares.1.3 years.
Other Stock-based Payments
In 2010, the Company granted 5,555 RSUs with a total grant date fair value of $1.6 million to an advertising partner. Expense is amortized over the service period and is charged to offline advertising expense.
The following table summarizes, by major security type, the Company’s short-term investments as of December 31, 2012 (in thousands):
|
| | | | | | | | | | | | | | | |
| | Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
| Foreign government securities | $ | 1,886,822 |
| | $ | 18 |
| | $ | (287 | ) | | $ | 1,886,553 |
|
| U.S. government securities | 1,759,773 |
| | 520 |
| | (1 | ) | | 1,760,292 |
|
| Total | $ | 3,646,595 |
| | $ | 538 |
| | $ | (288 | ) | | $ | 3,646,845 |
|
As of December 31, 2012, foreign government securities included investmentsShort-term and Long-term Investments in debt securities issued by the governments of Germany, the Netherlands, and the United Kingdom.Available for Sale Securities
The following table summarizes, by major security type, the Company’s short-termCompany's investments as of December 31, 20112015 (in thousands):
|
| | | | | | | | | | | | | | | |
| | Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
| Foreign government securities | $ | 1,073,731 |
| | $ | 588 |
| | $ | (133 | ) | | $ | 1,074,186 |
|
| U.S. government securities | 922,997 |
| | 353 |
| | (28 | ) | | 923,322 |
|
| U.S. agency securities | 26,942 |
| | 9 |
| | — |
| | 26,951 |
|
| U.S. corporate notes | 205 |
| | 163 |
| | — |
| | 368 |
|
| Total | $ | 2,023,875 |
| | $ | 1,113 |
| | $ | (161 | ) | | $ | 2,024,827 |
|
|
| | | | | | | | | | | | | | | |
| | 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 |
|
The Company's investment policy seeks to preserve capital and maintain sufficient liquidity to meet operational and other needs of the business. As of December 31, 2015, the weighted-average life of the Company’s fixed income investment portfolio, excluding the Company's investment in Ctrip convertible debt securities, was approximately 2.0 years with an average credit quality of A/A2/A.
The Company invests in foreign government securities with high credit quality. As of December 31, 2015, investments in foreign government securities principally included debt securities issued by the governments of Germany, the Netherlands, France, Belgium and Austria.
On May 26, 2015 and August 7, 2014, the Company invested $250 million and $500 million, respectively, in five-year senior convertible notes issued at par by Ctrip.com International Ltd. ("Ctrip"). On December 11, 2015, the Company invested $500 million in a ten-year senior convertible note issued at par value, which included a put option allowing the Company to require a prepayment in cash from Ctrip at the end of the sixth year of the note. As of December 31, 2015, the Company had also invested $630.3 million of its international cash in Ctrip American Depositary Shares ("ADSs"). The convertible debt and equity securities of Ctrip have been marked-to-market in accordance with the accounting guidance for available-for-sale securities.
In connection with the purchase of the convertible note in August 2014, Ctrip granted the Company the right to appoint an observer to Ctrip's board of directors and permission to acquire Ctrip shares (through the acquisition of Ctrip ADSs in the open market) over the twelve months following the purchase date, so that combined with ADSs issuable upon conversion of this note, the Company could hold up to 10% of Ctrip's outstanding equity. In connection with the purchase of the convertible note in May 2015, Ctrip granted the Company permission to acquire additional Ctrip shares (through the acquisition of Ctrip ADSs in the open market) over the twelve months following the purchase date, so that combined with ADSs issuable upon conversion of the August 2014 and May 2015 notes, the Company could hold up to an aggregate of 15% of Ctrip's outstanding equity. Under the terms of the December 2015 convertible note, the ADSs into which this debt could be converted will not be included in the aggregate 15% ownership holding. As of December 31, 2015, the Company did not have a significant influence over Ctrip. In addition, the Company may acquire the additional ADSs without a time limitation.
The following table summarizes, by major security type, the Company's investments as of December 31, 2014 (in thousands):
|
| | | | | | | | | | | | | | | |
| | 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 |
|
The Company has classified its investments as available-for-sale securities. These securities are carried at estimated fair value with the aggregate unrealized gains and losses related to these investments, net of taxes, reflected as a part of "Accumulated other comprehensive income (loss)" in the Consolidated Balance Sheets. Classification as short-term or long-term is based upon the maturity of the debt securities.
The Company recognized $2.2 million of net realized gains related to investments for the year ended December 31, 2015. There were no materialsignificant realized gains or losses related to investments for the yearsyear ended December 31, 2012, 20112014.
Cost Method Investments
The Company held investments in equity securities of private companies of approximately $62.3 million and 2010.$0.6 million as of December 31, 2015 and December 31, 2014, respectively. These investments are accounted for under the cost method and included in "Other assets" in the Company's Consolidated Balance Sheets. As of December 31, 2015, the Company did not estimate the fair value of these cost-method investments because there were no identified events or changes in circumstances that may have a significant adverse impact on the carrying values of these investments.
| |
| 5. | FAIR VALUE MEASUREMENTS |
Financial assets carried at fair value as of December 31, 2012 are classified in the table below in the categories described below (in thousands):
|
| | | | | | | | | | | | | | | |
| | Level 1 | | Level 2 | | Level 3 | | Total |
| ASSETS: | | | | | | | |
| Short-term investments: | | | | | | | |
| Foreign government securities | $ | — |
| | $ | 1,886,553 |
| | $ | — |
| | $ | 1,886,553 |
|
| U.S. government securities | — |
| | 1,760,292 |
| | — |
| | 1,760,292 |
|
| Foreign exchange derivatives | — |
| | 1,038 |
| | — |
| | 1,038 |
|
| Total assets at fair value | $ | — |
| | $ | 3,647,883 |
| | $ | — |
| | $ | 3,647,883 |
|
|
| | | | | | | | | | | | | | | |
| | Level 1 | | Level 2 | | Level 3 | | Total |
| LIABILITIES: | | | | | | | |
| Foreign exchange derivatives | $ | — |
| | $ | 63,151 |
| | $ | — |
| | $ | 63,151 |
|
| Redeemable noncontrolling interests | — |
| | — |
| | 160,287 |
| | 160,287 |
|
| Total liabilities at fair value | $ | — |
| | $ | 63,151 |
| | $ | 160,287 |
| | $ | 223,438 |
|
Financial assets and liabilities are carried at fair value as of December 31, 20112015 and are classified in the categories described in the tables below (in thousands):
|
| | | | | | | | | | | | |
| | | 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 |
|
Financial assets and liabilities are carried at fair value as of December 31, 2014 and are classified in the categories described in the tables below (in thousands):
| | | | Level 1 | | Level 2 | | Level 3 | | Total | | 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 | $ | — |
| | $ | 1,074,186 |
| | $ | — |
| | $ | 1,074,186 |
| | — |
| | 52,490 |
| | 52,490 |
|
| U.S. government securities | — |
| | 923,322 |
| | — |
| | 923,322 |
| | — |
| | 364,266 |
| | 364,266 |
|
| U.S. agency securities | — |
| | 26,951 |
| | — |
| | 26,951 |
| |
| U.S. corporate notes | — |
| | 368 |
| | — |
| | 368 |
| |
| 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 | — |
| | 60,455 |
| | — |
| | 60,455 |
| | — |
| | 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 | $ | — |
| | $ | 2,085,282 |
| | $ | — |
| | $ | 2,085,282 |
| | $ | 490,952 |
| | $ | 6,652,069 |
| | $ | 7,143,021 |
|
| | | | Level 1 | | Level 2 | | Level 3 | | Total | | Level 1 | | Level 2 | | Total |
| LIABILITIES: | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| Foreign exchange derivatives | $ | — |
| | $ | 1,107 |
| | $ | — |
| | $ | 1,107 |
| | $ | — |
| | $ | 129 |
| | $ | 129 |
|
| Redeemable noncontrolling interests | — |
| | — |
| | 127,045 |
| | 127,045 |
| |
| Total liabilities at fair value | $ | — |
| | $ | 1,107 |
| | $ | 127,045 |
| | $ | 128,152 |
| |
There are three levels of inputs to measure fair value. The definition of each input is described below:
| |
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. |
Investments in corporate debt securities, U.S. Treasury securities and foreign government securities, commercial paper, government agency securities, convertible debt securities and municipal securities are considered "Level 2"2" valuations because the Company has access to quoted prices, but does not have visibility to the volume and frequency of trading for all investments. Fair values for U.S. agency securities and corporate notes are considered "Level 2" valuations because they are obtained from pricing sources forof these or comparable instruments.investments. For the Company’sCompany's investments, a market approach is used for recurring fair value measurements and the valuation techniques use inputs that are observable, or can be corroborated by observable data, in an active marketplace.
The Company’sCompany's derivative instruments are valued using pricing models. Pricing models take into account the contract terms as well as multiple inputs where applicable, such as interest rate yield curves, option volatility and currency rates.
Derivatives are considered "Level 2"2" fair value measurements. The Company’sCompany's derivative instruments are typically short-term in nature.
The Company considers its redeemable noncontrolling interests to represent a "Level 3" fair value measurement that requires a high level of judgment to determine fair value. The fair value of the redeemable noncontrolling interests was determined by industry peer comparable analysis and a discounted cash flow valuation model. See Note 13 for information on the estimated fair value for redeemable noncontrolling interests.
As of December 31, 20122015 and 20112014, the carrying valueCompany's cash consisted of the Company’s cashbank deposits and cash equivalents approximated their fair value and consisted primarily of foreign and U.S. government securities and bank deposits.held in investment accounts. Other financial assets and liabilities, including restricted cash, accounts receivable, accounts payable, accrued expenses and deferred merchant bookings are carried at cost which also approximates their fair value because of the short-term nature of these items. As of December 31, 2015, the Company held investments in equity securities of private companies of approximately $62.3 million and these investments are accounted for under the cost method of accounting (see Note 4). See Note 4 for information on the carrying value of investments and Note 1110 for the estimated fair value of the Company’sCompany's outstanding Senior Convertible Notes. See Note 19 for the Company's contingent liabilities associated with business acquisitions.
In the normal course of business, the Company is exposed to the impact of foreign currency fluctuations. The Company limits these risks by following established risk management policies and procedures, including the use of derivatives. See Note 2 for further information on our accounting policy for derivative financial instruments.
Derivatives Not Designated as Hedging Instruments — The Company is exposed to adverse movements in currency exchange rates as the operating results of its international subsidiariesoperations are translated from local currency into U.S. Dollars upon consolidation. The Company's derivative contracts principally address short-term foreign exchange fluctuations for the Euro and British Pound Sterling.Sterling versus the U.S. Dollar. As of December 31, 20122015 and 20112014, there were no outstanding derivative contracts.contracts related to foreign currency translation risk. Foreign exchange gainslosses of $0.7 million and $4.06.6 million for the yearsyear ended December 31, 20122015, and foreign exchange gains of $13.7 million and 2011,$0.3 million for the years ended December 31, 2014 and 2013, respectively, were recorded related to these derivatives in "Foreign currency transactions and other" in the Consolidated Statements of Operations.
The Company also enters into foreign currency forward contracts to hedge its exposure to the impact of movements in currency exchange rates on its transactional balances denominated in currencies other than the functional currency. Foreign exchange derivatives outstanding as of December 31, 20122015 associated with foreign currency transaction risks resulted in a net assetliability of $$0.3 million, with $a liability in the amount of 0.8 million recorded in "Prepaid expenses and other current assets" and $0.5 million recorded in "Accrued expenses and other current liabilities on the Consolidated Balance Sheet. Foreign exchange derivatives outstanding at December 31, 2011 associated with foreign exchange transaction risks resulted in a net liability of $0.8 million, with $1.10.7 million recorded in "Accrued expenses and other current liabilities" and $0.3 million recorded in "Prepaid and other current assets"an asset in the Consolidated Balance Sheet. Foreign exchange gainsamount of $0.8$0.4 million for the year ended December 31, 2012 compared to foreign exchange losses of $2.9 million for the year ended December 31, 2011 were recorded in "Foreign currency transactions and other" in the Consolidated Statements of Operations.
The settlement of derivative contracts not designated as hedging instruments for the year ended December 31, 2012 resulted in a net cash inflow of $1.9 million compared to a net cash outflow of $0.6 million for the year ended December 31, 2011 and are reported within "Net cash provided by operating activities" on the Consolidated Statements of Cash Flows.
Derivatives Designated as Hedging Instruments — As of December 31, 2012 and 2011, the Company had outstanding foreign currency forward contracts with a notional value of 1.5 billion Euros and 860 million Euros, respectively, to hedge a portion of its net investment in a foreign subsidiary. These contracts are all short-term in nature. Hedge ineffectiveness is assessed and measured based on changes in forward exchange rates. The fair value of these derivatives at December 31, 2012 was a net liability of $62.4 million, with $62.6 million recorded in "Accrued expenses and other currents liabilities" and $0.2 million recorded in "Prepaid expenses and other current assets" on the Consolidated Balance Sheet. The fair value of these derivatives at December 31, 2011 was an asset of $60.1 million and was recorded in "Prepaid expenses and other current assets" in the Consolidated Balance Sheet. Foreign exchange derivatives outstanding as of December 31, 2014 associated with foreign exchange transaction risks resulted in a net asset of $0.2 million, with an asset in the amount of $0.3 million recorded in "Prepaid expense and other current assets" and a liability in the amount of $0.1 million recorded in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheet. Derivatives associated with these transaction risks resulted in foreign exchange losses of $15.3 million and $21.8 million for the years ended December 31, 2015 and 2014, respectively, and foreign exchange gains of $3.6 million for the year ended December 31, 2013. These mark-to-market adjustments on the derivative contracts, offset by the effect of changes in currency exchange rates on transactions denominated in currencies other than the functional currency, resulted in net losses of $13.8 million, $11.8 million and $5.5 million for the years ended December 31, 2015, 2014 and 2013, respectively. These net impacts are reported in “Foreign currency transactions and other” in the Consolidated Statements of Operations.
The settlement of derivative contracts not designated as hedging instruments resulted in net cash outflows of $33.9 million and $8.9 million for the years ended December 31, 2015 and 2014, respectively, and a net cash inflow of $4.4 million for the year ended December 31, 2013, respectively, and were reported within "Net cash provided by operating activities" in the Consolidated Statements of Cash Flows.
Derivatives Designated as Hedging Instruments — The Company had no foreign currency forward contracts designated as hedges of its net investment in a foreign subsidiary outstanding as of December 31, 2015 and 2014. A net cash inflow of $82.1$5.2 million for the year ended December 31, 2012, compared to a2015 and net cash outflowoutflows of $11.0$80.3 million and $78.6 million for the yearyears ended December 31, 20112014, was and 2013, respectively, were reported within "Net cash used in investing activities" onin the Consolidated Statements of Cash Flows.
| |
6. | ACCOUNTS RECEIVABLE RESERVES |
The Company records a provision for uncollectible agency commissions, principally receivables from hotelsaccommodations related to agency reservations. The Company also accrues for costs associated with purchasesmerchant transactions made on its websites by individuals using fraudulent credit cards and for other amounts "charged back" as a result of payment disputes. Changes in accounts receivable reserves consisted of the following (in thousands):
| | | | For the Year Ended December 31, | For the Year Ended December 31, |
| | 2012 | | 2011 | | 2010 | 2015 | | 2014 | | 2013 |
| Balance, beginning of year | $ | 6,103 |
| | $ | 6,353 |
| | $ | 5,023 |
| $ | 14,212 |
| | $ | 14,116 |
| | $ | 10,322 |
|
| Provision charged to expense | 16,094 |
| | 9,331 |
| | 7,102 |
| 24,324 |
| | 22,990 |
| | 16,451 |
|
| Charge-offs and adjustments | (11,977 | ) | | (9,449 | ) | | (5,554 | ) | (22,682 | ) | | (21,546 | ) | | (13,072 | ) |
| Currency translation adjustments | 102 |
| | (132 | ) | | (218 | ) | (840 | ) | | (1,348 | ) | | 415 |
|
| Balance, end of year | $ | 10,322 |
| | $ | 6,103 |
| | $ | 6,353 |
| $ | 15,014 |
| | $ | 14,212 |
| | $ | 14,116 |
|
The increase in the bad debt provision in 2012 as compared to 2011 was primarily due to higher accounts receivable as a result of increased sales.
The Company computes basic net income per share by dividing net income by the weighted averageweighted-average number of common shares outstanding during the period. Diluted net income per share is based upon the weighted averageweighted-average number of common and common equivalent shares outstanding during the period.
Common equivalent shares related to stock options, restricted stock restricted stock units, and performance share units are calculated using the treasury stock method. Performance share units are included in the weighted averageweighted-average common equivalent shares based on the number of shares that would be issued if the end of the reporting period were the end of the performance period, if the result would be dilutive.
The Company’sCompany's convertible debt issues have net share settlement features requiring the Company upon conversion to settle the principal amount of the debt for cash and the conversion premium for cash or shares of the Company’sCompany's common stock.stock, at the Company's option. The convertible notes are included in the calculation of diluted net income per share if their inclusion is dilutive under the treasury stock method.
A reconciliation of the weighted averageweighted-average number of shares outstanding used in calculating diluted earnings per share is as follows (in thousands):
| | | | For the Year Ended December 31, | For the Year Ended December 31, |
| | 2012 | | 2011 | | 2010 | 2015 | | 2014 | | 2013 |
| Weighted average number of basic common shares outstanding | 49,840 |
| | 49,654 |
| | 47,955 |
| 50,940 |
| | 52,301 |
| | 50,924 |
|
| Weighted average dilutive stock options, restricted stock units and performance share units | 501 |
| | 828 |
| | 1,628 |
| 395 |
| | 340 |
| | 382 |
|
| Assumed conversion of Convertible Senior Notes | 985 |
| | 729 |
| | 1,405 |
| 258 |
| | 382 |
| | 1,107 |
|
| Weighted average number of diluted common and common equivalent shares outstanding | 51,326 |
| | 51,211 |
| | 50,988 |
| 51,593 |
| | 53,023 |
| | 52,413 |
|
| Anti-dilutive potential common shares | 2,202 |
| | 1,453 |
| | 2,487 |
| 2,563 |
| | 2,574 |
| | 2,384 |
|
Anti-dilutive potential common shares for the years ended December 31, 20122015, 20112014 and 20102013 include approximately 2.02.1 million, shares, 1.22.1 million shares and 1.92.0 million shares, respectively, that could be issued under the Company’sCompany's outstanding convertible debt if the Company experiences substantial increases in its common stock price.notes. Under the treasury stock method, the convertible notes will generally have a dilutivean anti-dilutive impact on net income per share if the Company’s average stock price for the period exceeds the conversion priceprices for the convertible notes.notes exceed the Company's average stock price.
In 2006, the Company issued $172.5$172.5 million aggregate principal amount of convertible notes due September 30, 2013 (the "2013 Notes"). In 2006, the Company also entered into hedge transactions (the "Conversion Spread Hedges") relating to the potential dilution of the Company's common stock upon conversion of the 2013 Notes at their stated maturity date. Under the Conversion Spread Hedges, the Company is entitled to purchase from Goldman Sachs and Merrill Lynch a total of approximately 4.3 million shares of the Company's common stock (the number of shares underlying the 2013 Notes) at a strike price of $40.38 per share (subject to adjustment in certain circumstances) in 2013, and the counterparties are entitled to purchase from the Company a total of approximately 4.3 million shares of the Company's common stock at a strike price of $50.47 per share (subject to adjustment in certain circumstances) in 2013.
The 2013 Notes were converted prior to maturity. Therefore, upon early conversion of the 2013 Notes, the Company delivered any related conversion premium in shares of stock or a combination of shares or cash. The Conversion Spread Hedges are separate transactions entered into bywere settled in October 2013 and the Company and are not partreceived 42,160 shares of the terms of the 2013 Notes. The Conversion Spread Hedges did not immediately hedge against the associated dilution from early conversions of the 2013 Notes. Because of this timing difference, the number of shares, if any, that the Company receivescommon stock from the Conversion Spread Hedges can differ materially fromcounterparties. The settlement was accounted for as an equity transaction. Since the number of shares that it delivered to the holders of the 2013 Notes upon their early conversion. The actual number of shares to be received will depend upon the Company's stock price on the date the Conversion Spread Hedges are exercisable, which coincides with the scheduled maturity of the 2013 Notes. The Conversion Spread Hedges are outstanding at December 31, 2012. However, since the beneficial impact of the Conversion Spread Hedges
was anti-dilutive, it was excluded from the calculationscalculation of net income per share.
In 2006,share until the Company also issued in a private placement $172.5 million aggregate principal amountshares of Convertible Senior Notes due September 30, 2011 (the "2011 Notes"). The remaining outstanding principal amount at December 31, 2009 for these 2011 Notes was converted during 2010. Also in 2006, the Company entered into hedge transactions relating to the potential dilution of the Company's common stock upon conversion of the 2011 Notes. During the year ended December 31, 2010, the Company and the counterparties agreed to terminate the Conversion Spread Hedges associated with 4.3 million shares underlying the 2011 Notes. The Company recorded the $43 million cashwere received as an increase to paid-in-capital.in October 2013.
Property and equipment at December 31, 20122015 and 20112014 consistsconsisted of the following (in thousands):
| | | | 2012 | | 2011 | | Estimated Useful Lives (years) | 2015 | | 2014 | | Estimated
Useful Lives
(years) |
| Computer equipment and software | $ | 193,282 |
| | $ | 146,926 |
| | 2 to 5 | $ | 396,961 |
| | $ | 332,650 |
| | 2 to 5 years |
| Office equipment, furniture, fixtures & leasehold improvements | 39,201 |
| | 30,031 |
| | 2 to 11 | 138,171 |
| | 110,297 |
| | 2 to 11 years |
| Total | 232,483 |
| | 176,957 |
| | | 535,132 |
| | 442,947 |
| | |
| Less: accumulated depreciation and amortization | (143,214 | ) | | (112,635 | ) | | | (260,346 | ) | | (243,994 | ) | | |
| Property and equipment, net | $ | 89,269 |
| | $ | 64,322 |
| | | $ | 274,786 |
| | $ | 198,953 |
| | |
Fixed asset depreciation and amortization expense arewas approximately $32.8101.5 million, $20.678.2 million and $16.248.4 million for the years ended December 31, 20122015, 20112014 and 20102013, respectively. Asset retirements in the amount of $75.0 million during 2015 impacted the December 31, 2015 balances for gross property and equipment and accumulated depreciation and amortization.
| |
| 9. | INTANGIBLE ASSETS AND GOODWILL |
The Company’sCompany's intangible assets consistat December 31, 2015 and 2014 consisted of the following (in thousands):
| | | | December 31, 2012 | | December 31, 2011 | | | | 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 | 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 | $ | 269,523 |
| | $ | (122,940 | ) | | $ | 146,583 |
| | $ | 260,288 |
| | $ | (97,114 | ) | | $ | 163,174 |
| | 10 - 13 years | | 12 years | $ | 824,932 |
| | $ | (227,994 | ) | | $ | 596,938 |
| | $ | 842,642 |
| | $ | (188,441 | ) | | $ | 654,201 |
| | 10 - 20 years | | 16 years |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Technology | 23,329 |
| | (23,250 | ) | | 79 |
| | 22,982 |
| | (22,708 | ) | | 274 |
| | 3 years | | 3 years | 112,639 |
| | (61,404 | ) | | 51,235 |
| | 108,987 |
| | (43,746 | ) | | 65,241 |
| | 1 - 5 years | | 5 years |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Patents | 1,638 |
| | (1,446 | ) | | 192 |
| | 1,638 |
| | (1,399 | ) | | 239 |
| | 15 years | | 15 years | 1,623 |
| | (1,562 | ) | | 61 |
| | 1,623 |
| | (1,524 | ) | | 99 |
| | 15 years | | 15 years |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Customer lists | 20,500 |
| | (20,500 | ) | | — |
| | 19,923 |
| | (19,150 | ) | | 773 |
| | 2 years | | 2 years | |
| | | | | | | | | | | | | | |
| Internet domain names | 39,559 |
| | (3,817 | ) | | 35,742 |
| | 5,215 |
| | (625 | ) | | 4,590 |
| | 2 - 20 years | | 10 years | 40,352 |
| | (20,954 | ) | | 19,398 |
| | 41,652 |
| | (16,895 | ) | | 24,757 |
| | 2 - 20 years | | 8 years |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Trade names | 53,817 |
| | (28,305 | ) | | 25,512 |
| | 52,272 |
| | (21,192 | ) | | 31,080 |
| | 5 - 20 years | | 11 years | 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 | 326 |
| | (321 | ) | | 5 |
| | 345 |
| | (324 | ) | | 21 |
| | 3 - 10 years | | 4 years | 135 |
| | (135 | ) | | — |
| | 141 |
| | (138 | ) | | 3 |
| |
| |
|
| Total intangible assets | $ | 408,692 |
| | $ | (200,579 | ) | | $ | 208,113 |
| | $ | 362,663 |
| | $ | (162,512 | ) | | $ | 200,151 |
| | | | | $ | 2,673,884 |
| | $ | (506,351 | ) | | $ | 2,167,533 |
| | $ | 2,690,263 |
| | $ | (355,502 | ) | | $ | 2,334,761 |
| | | | |
Intangible assets with determinable lives are amortized on a straight-line basis. Intangible assets amortization expense iswas approximately $32.3171.0 million, $33.2129.6 million and $34.369.6 million for the years ended December 31, 20122015, 20112014 and 20102013, respectively.
The annual estimated amortization expense for intangible assets for the next five years and thereafter is expected to be as follows (in thousands):
| | | 2013 | $ | 33,801 |
| |
| 2014 | 33,713 |
| |
| 2015 | 30,880 |
| |
| 2016 | 28,203 |
| $ | 168,444 |
|
| 2017 | 24,359 |
| 161,207 |
|
| 2018 | | 142,638 |
|
| 2019 | | 132,192 |
|
| 2020 | | 124,651 |
|
| Thereafter | 57,157 |
| 1,438,401 |
|
| | $ | 208,113 |
| $ | 2,167,533 |
|
A roll-forward of goodwill for the years ended December 31, 2015 and 2014 consisted of the following (in thousands):
|
| | | | | | | |
| | 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 |
|
A substantial portion of the intangible assets relateintangibles and goodwill relates to our Booking.com business. the acquisition of OpenTable in July 2014 and KAYAK in May 2013. See Note 19 for further information on these acquisitions.
A rollforward of goodwill for the years ended December 31, 2012 and 2011 consists of the following (in thousands):
|
| | | | | | | |
| | 2012 | | 2011 |
| Balance, beginning of year | $ | 504,784 |
| | $ | 510,894 |
|
| Acquisition | 4,462 |
| | — |
|
| Currency translation adjustments | 13,426 |
| | (6,110 | ) |
| Balance, end of year | $ | 522,672 |
| | $ | 504,784 |
|
As of September 30, 2012,2015, the Company performed its annual goodwill impairment testing using standard valuation techniques. The estimatedtechniques and concluded that there was no impairment of goodwill. Other than OpenTable, the fair valuevalues of Booking.com, as well as the Company’s otherCompany's reporting units substantially exceeded their respective carrying values.values as of September 30, 2015. Since the annual impairment test, there have been no events or changes in circumstances to indicate a potential impairment.
Other assets at December 31, 2012As of September 30, 2015, OpenTable’s carrying value was $2.5 billion, of which $1.5 billion relates to goodwill. The fair value of OpenTable slightly exceeded its carrying value as of September 30, 2015. OpenTable’s fair value was estimated using a combination of standard valuation techniques, including an income approach (discounted cash flows) and 2011 consistmarket approaches (EBITDA multiples of the following (in thousands):
|
| | | | | | | |
| | 2012 | | 2011 |
| Deferred debt issuance costs | $ | 23,523 |
| | $ | 10,560 |
|
| Other | 12,305 |
| | 12,930 |
|
| Total | $ | 35,828 |
| | $ | 23,490 |
|
Deferred debt issuance costs arose from (i) the $1.0 billion aggregate principal amount of 1.0% Convertible Senior Notes, due March 15, 2018, issued in March 2012; (ii) a $1.0 billion revolving credit facility in October 2011;comparable publicly-traded companies and (iii) the Company’s issuance, in March 2010, of the $575.0 million aggregate principal amount of 1.25% Convertible Senior Notes due 2015 (the "2015 Notes")for precedent transactions). Deferred debt issuance costs are being amortized using the effective interest rate method and the period of amortization was determined at inception of the related debt agreements based upon the stated maturity dates.
Revolving Credit Facility
In October 2011,June 2015, the Company entered into a $1.0$2.0 billionfive-year five-year unsecured revolving credit facility with a group of lenders. Borrowings under the revolving credit facility will bear interest, at the Company'sCompany’s option, at a rate per annum equal to either (i) the adjusted LIBOR for the interest period in effect for such borrowing plus an applicable margin ranging from 1.00%0.875% to 1.50%; or (ii) the greatest of (a) JPMorgan Chase Bank National Association'sof America, N.A.'s prime lending rate, (b) the federal funds rate plus 0.50%0.5%, and (c) an adjusted LIBOR for an interest period of one month plus 1.00%, plus an applicable margin ranging from 0.00% to 0.50%. Undrawn balances available under the revolving credit facility are subject to commitment fees at the applicable rate ranging from 0.10%0.085% to 0.25%0.20%.
The revolving credit facility provides for the issuance of up to $100$70.0 million of letters of credit as well as borrowings of up to $50$50.0 million on same-day notice, referred to as swingline loans. Borrowings under the revolving credit facility may be made in U.S. dollars,Dollars, Euros, British Pounds Sterling and any other foreign currency agreed to by the lenders. The proceeds of loans made under the facility will be used for working capital and general corporate purposes.purposes, which could include acquisitions or share repurchases. As of December 31, 2012 and 2011,2015, there were no borrowings under the facility,outstanding and approximately $1.9$2.5 million of letters of credit were issued under this new facility. The Company paid $4.0 million in debt issuance costs related to the facility.revolving credit facility during the year ended December 31, 2015.
ConvertibleUpon entering into this new revolving credit facility, the Company terminated its $1.0 billion five-year revolving credit facility entered into in October 2011 and recognized interest expense of $1.0 million related to the write-off of the
remaining unamortized debt issuance costs. As of December 31, 2014, there were no borrowings outstanding and approximately $4.0 million of letters of credit issued under this revolving credit facility.
Outstanding Debt
ConvertibleOutstanding debt as of December 31, 2012 consists of the following (in thousands):
|
| | | | | | | | | | | | |
| December 31, 2012 | | Outstanding Principal Amount | | Unamortized Debt Discount | | Carrying Value |
| 1.25% Convertible Senior Notes due March 2015 | | $ | 574,999 |
| | $ | (54,655 | ) | | $ | 520,344 |
|
| 1.0% Convertible Senior Notes due March 2018 | | 1,000,000 |
| | (118,004 | ) | | 881,996 |
|
| Outstanding convertible debt | | $ | 1,574,999 |
| | $ | (172,659 | ) | | $ | 1,402,340 |
|
Convertible debt as of December 31, 20112015 consisted of the following (in thousands):
|
| | | | | | | | | | | | |
| December 31, 2011 | | Outstanding Principal Amount | | Unamortized Debt Discount | | Carrying Value |
| 1.25% Convertible Senior Notes due March 2015 | | $ | 575,000 |
| | $ | (77,360 | ) | | $ | 497,640 |
|
|
| | | | | | | | | | | | |
| 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 |
|
Based upon the closing priceOutstanding debt as of December 31, 2014 consisted of the Company’s common stock for the prescribed measurement periods during the three months ended December 31, 2012 and 2011, the contingent conversion threshold of thefollowing (in thousands):
|
| | | | | | | | | | | | |
| 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 |
|
The 2015 Notes was exceeded. Therefore, the 2015 Notes are(as defined below) became convertible on December 15, 2014, at the option of the holders. Accordingly,holders, and remained convertible until the Company reportedscheduled trading day immediately preceding the carrying valuematurity date of the 2015 Notes as a current liability as of December 31, 2012 and 2011.March 15, 2015. Since these notes arewere convertible at the option of the holders and the principal amount is required to be paid in cash, the difference between the principal amount and the carrying value iswas reflected as convertible debt in the mezzanine section onin the Company's Consolidated Balance Sheet.Sheet as of December 31, 2014. Therefore, with respect to the 2015 Notes, the Company reclassified $54.7 million and $77.4the unamortized debt discount for these 1.25% Notes in the amount of $0.3 million before tax as of December 31, 2014, from additional paid-in-capitalpaid-in capital to convertible debt in the mezzanine section onin the Company's Consolidated Balance SheetSheet.
Based upon the closing price of the Company's common stock for the prescribed measurement periods during the year ended December 31, 2015 and December 31, 2014, the respective contingent conversion thresholds of the 2018 Notes (as defined below), the 2020 Notes (as defined below) and the 2021 Notes (as defined below) were not exceeded and therefore these notes are reported as non-current liabilities in the Consolidated Balance Sheets.
Fair Value of Debt
As of December 31, 20122015 and 20112014, respectively. The determinationthe estimated market value of whetherthe outstanding Senior Notes was approximately $7.0 billion and $4.8 billion, respectively, and was considered a "Level 2" fair value measurement (see Note 5). Fair value was estimated based upon actual trades at the end of the reporting period or not the 2015 Notes are convertible must continuemost recent trade available as well as the Company's stock price at the end of the reporting period. A substantial portion of the market value of the Company's debt in excess of the outstanding principal amount relates to be performed on a quarterly basis. Consequently, the 2015 Notes may not be convertible in future quarters, and therefore may again be classified as long-term debt, if the contingent conversion threshold is not met in such quarters. The contingent consideration thresholdpremium on the 2018 Notes was not exceeded at December 31, 2012, and therefore that debt is reported as a non-current liability on the Consolidated Balance Sheet.Convertible Senior Notes.
Convertible Debt
If the note holders exercise their option to convert, the Company delivers cash to repay the principal amount of the notes and delivers shares of common stock or cash, at its option, to satisfy the conversion value in excess of the principal amount. In cases where holders decide to convert prior to the maturity date, the Company writes offcharges the proportionate amount of remaining debt issuance costs to interest expense.
Description of Senior Convertible Notes
In August 2014, the Company issued in a private placement $1.0 billion aggregate principal amount of Convertible Senior Notes due September 15, 2021, with an interest rate of 0.9% (the "2021 Notes"). The Company paid $11.0 million in debt issuance costs during the year ended December 31, 2011,2014, related to this offering. The 2021 Notes are convertible, subject to certain conditions, into the Company's common stock at a conversion price of approximately $2,055.50 per share. The 2021 Notes are convertible, at the option of the holder, prior to September 15, 2021, upon the occurrence of specific events, including but not limited to a change in control, or if the closing sales price of the Company's common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 150% of the applicable conversion price in effect for the notes on the last trading day of the immediately preceding quarter. In the event that all or substantially all of the Company's common stock is acquired on or prior to the maturity of the 2021 Notes in a transaction in which the consideration paid to holders of the Company's common stock consists of all or substantially all cash, the Company delivered cashwould be required to make additional payments in the form of $0.2 million to repay the principal amount and issued 4,869additional shares of its common stock in satisfactionto the holders of the conversion2021 Notes in an aggregate value in excessranging from $0 to approximately $375 million depending upon the date of the principal amount for convertible debt that was convertedtransaction and the then current stock price of the Company. As of June 15, 2021, holders will have the right to convert all or any portion of the 2021 Notes. The 2021 Notes may not be redeemed by the Company prior to maturity. The holders may require the Company deliveredto repurchase the 2021 Notes for cash in certain circumstances. Interest on the 2021 Notes is payable on March 15 and September 15 of $195.6 million to repayeach year.
In May 2013, the Company issued in a private placement $1.0 billion aggregate principal amount andof Convertible Senior Notes due June 15, 2020, with an interest rate of 0.35% (the "2020 Notes"). The 2020 Notes were issued 3,457,828 shareswith an initial discount of its common stock and delivered $99.8$20.0 million. The Company paid $1.0 million in cash in satisfaction of the conversion value in excess of the principal amount for convertible debt converted prior to maturity forissuance costs during the year ended December 31, 2010.
2013, related to this offering. The 2020 Notes are convertible, subject to certain conditions, into the Company's common stock at a conversion price of approximately $1,315.10 per share. The 2020 Notes are convertible, at the option of the holder, prior to June 15, 2020, upon the occurrence of specific events, including but not limited to a change in control, or if the closing sales price of the Company's common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 150% of the applicable conversion price in effect for the notes on the last trading day of the immediately preceding quarter. In the event that all or substantially all of the Company's common stock is acquired on or prior to the maturity of the 2020 Notes in a transaction in which the consideration paid to holders of the Company's common stock consists of all or substantially all cash, the Company would be required to make additional payments in the form of additional shares of common stock to the holders of the 2020 Notes in an aggregate value ranging from $0 to approximately $397 million depending upon the date of the transaction and the then current stock price of the Company. As of December 31, 2012 and 2011,March 15, 2020, holders will have the estimated market value of the outstanding senior notes was approximately $2.3 billion and $0.9 billion, respectively, and was considered a "Level 2" fair value measurement. Fair value was estimated based upon actual trades at the end of the reporting periodright to convert all or the most recent trade available as well as the Company’s stock price at the end of the reporting period. A substantialany portion of the market value of2020 Notes. The 2020 Notes may not be redeemed by the Company’s debtCompany prior to maturity. The holders may require the Company to repurchase the 2020 Notes for cash in excess of the outstanding principal amount relates to the conversion premiumcertain circumstances. Interest on the bonds.2020 Notes is payable on June 15 and December 15 of each year.
Description of Senior Notes
In March 2012, the Company issued in a private placement $$1.0 billion aggregate principal amount of Convertible Senior Notes due March 15, 2018, with an interest rate of 1.0% (the "2018 Notes"). The Company paid $$20.9 million in debt issuance costs during the year ended December 31, 2012, related to this offering. The 2018 Notes are convertible, subject to certain conditions, into the Company's common stock at a conversion price of approximately $$944.61 per share. The 2018 Notes are convertible, at the option of the holder, prior to March 15, 2018,, upon the occurrence of specific events, including but not limited to a change in control, or if the closing sales price of the Company's common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 150% of the applicable conversion price in effect for the notes on the last trading day of the immediately preceding
quarter. In the event that all or substantially all of the Company's common stock is acquired on or prior to the maturity of the 2018 Notes in a transaction in which the consideration paid to holders of the Company's common stock consists of all or substantially all cash, the Company would be required to make additional payments in the form of additional shares of common stock to the holders of the 2018 Notes in aggregate value ranging from $$0 to approximately $$344 million depending upon the date of the transaction and the then current stock price of the Company. As of December 15, 2017, holders will have the right to convert all or any portion of the 2018 Notes. The 2018 Notes may not be redeemed by the Company prior to maturity. The holders may require the Company to repurchase the 2018 Notes for cash in certain circumstances. Interest on the 2018 Notes is payable on March 15 and September 15 of each year.
In March 2010, the Company issued in a private placement $575.0 million aggregate principal amount of Convertible Senior Notes due March 15, 2015, with an interest rate of 1.25% (the "2015 Notes"). The Company paid $13.3 million in debt
issuance costs associated with the 2015 Notes for the year ended December 31, 2010. The 2015 Notes arewere convertible, subject to certain conditions, into the Company’sCompany's common stock at a conversion price of approximately $303.06 per share. TheIn March 2015, Notes are convertible, atin connection with the option of the holder,maturity or conversion prior to March 15, 2015 upon the occurrence of specified events, including, but not limited to a change in control, or if the closing sales price of the Company’s common stock for at least 20 trading days in the period of the 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 150% of the applicable conversion price in effect for the notes on the last trading day of the immediately preceding quarter. In the event that all or substantially all of the Company’s common stock is acquired on or prior to the maturity of the 2015remaining outstanding 1.25% Convertible Senior Notes, the Company paid $37.5 million to satisfy the aggregate principal amount due and paid an additional $110.1 million in a transaction in which the consideration paid to holderssatisfaction of the Company’sconversion value in excess of the principal amount, which was charged to additional paid-in capital. During the year ended December 31, 2014, the Company delivered cash of $122.9 million to repay the aggregate principal amount and issued 300,256 shares of its common stock consistsand paid cash of all or substantially all cash, the Company would be required to make additional payments$2.2 million in the form of additional shares of common stock to the holderssatisfaction of the 2015 Notesconversion value in aggregate value ranging from $0 to approximately $132.7 million depending upon the dateexcess of the transaction and the then current stock price of the Company. As of December 15, 2014, holders will have the right to convert all or any portion of theprincipal amount associated with 1.25% Convertible Senior Notes due March 2015 Notes. The 2015 Notes may not be redeemed by the Companythat were converted prior to maturity. The holders may requireIn the year ended December 31, 2013, the Company delivered cash of $414.6 million to repurchaserepay the 2015 Notesprincipal amount and issued 972,235 shares of its common stock in satisfaction of the conversion value in excess of the principal amount for cash in certain circumstances. Interest on the 2015 Notes is payable on March 15 and September 15 of each year.convertible debt that was converted prior to maturity.
Accounting guidance requires that cash-settled convertible debt, such as the Company’s convertible senior notes,Company's Convertible Senior Notes, be separated into debt and equity components at issuance and each be assigned a value. The value assigned to the debt component is the estimated fair value, as of the issuance date, of a similar bond without the conversion feature. The difference between the bond cash proceeds and this estimated fair value, representing the value assigned to the equity component, is recorded as a debt discount. Debt discount is amortized using the effective interest method over the period from the origination date through the stated maturity date. The Company estimated the straight debt borrowing rates at debt origination to be 5.89%3.50% for the 20152018 Notes, 3.13% for the 2020 Notes and 3.50%3.18% for the 20182021 Notes. The yield to maturity was estimated at an at-market coupon priced at par.
Debt discount after tax of $69.1$82.5 million ($115.2142.9 million before tax) net of financing costs associated with the equity component of convertible debt of $$1.6 million after tax were recorded in additional paid-in capital related to the 2021 Notes at December 31, 2014. Debt discount after tax of $92.4 million ($154.3 million before tax) net of financing costs associated with the equity component of convertible debt of $0.1 million after tax were recorded in additional paid-in capital related to the 2020 Notes at June 30, 2013. Debt discount after tax of $80.9 million ($135.2 million before tax) net of financing costs associated with the equity component of convertible debt of $2.8 million after tax were recorded in additional paid-in capital related to the 2018 Notes in March 2012. Debt discount after tax of $69.1 million ($115.2 million before tax) net of financing costs associated with the equity component of convertible debt of $1.6 million million after tax were recorded in additional paid-in capital related to the 2015 Notes in March 2010. The Company reclassified $54.7 million before tax and $77.4 million before tax out of additional paid-in-capital to the mezzanine section on the Company's Consolidated Balance Sheets at December 31, 2012 and 2011, respectively, because the 2015 Notes were convertible at the option of the holders. Debt discount after tax of $80.9 million ($135.2 million before tax) net of financing costs associated with the equity component of convertible debt of $2.8 million after tax were recorded in additional paid-in capital related to the 2018 Notes in March 2012.
For the years ended December 31, 20122015, 20112014 and 20102013, the Company recognized interest expense of $59.492.7 million, $30.675.3 million and $27.678.2 million, respectively, related to convertible notes, comprised of $15.222.6 million, $7.217.1 million and $5.817.7 million, respectively, for the contractual coupon interest, $39.865.6 million, $21.454.4 million and $20.155.7 million, respectively, related to the amortization of debt discount and $4.44.5 million, $2.03.8 million and $1.74.8 million, respectively, related to the amortization of debt issuance costs. For the years ended December 31, 2015, 2014 and 2013, included in the amortization of debt discount mentioned above was $2.7 million, $2.6 million and $1.5 million, respectively, of original issuance discount amortization related to the 2020 Notes. In addition, the Company incurred interest expense for the write-off of unamortized debt issuance costs written off to interest expense related to debt conversions in 2010 was $1.4of $0.5 million, while costs associated with 2012 and 2011 debt conversions were insignificant.$2.4 million for the years ended December 31, 2014 and 2013, respectively. The remaining period for amortization of debt discount and debt issuance costs is the period until the stated maturity datesdate for the respective debt. The weighted-average effective interest rates for the years ended December 31, 20122015, 20112014, and 20102013 are 4.8%3.4%, 6.3%3.5% and 6.7%4.4%, respectively.
In addition, if the Company’sCompany's convertible debt is redeemed or converted prior to maturity, a gain or loss on extinguishment will beis recognized. The gain or loss is the difference between the fair value of the debt component immediately prior to extinguishment and its carrying value. To estimate the fair value of the debt at eachthe conversion date, the Company used an applicable LIBORestimated its straight debt borrowing rate, plus an applicable credit default spread based upon the Company’sconsidering its credit rating atand straight debt of comparable corporate issuers. For the respective conversion dates. In the yearyears ended December 31, 2010,2014 and 2013, the Company recognized a lossnon-cash losses of $11.3$6.3 million ($6.8 ($3.8 million after tax)
and $26.7 million ($16.2 million after tax), respectively, in "Foreign currency transactions and other" in the Consolidated Statements of Operations.Operations in connection with the conversion of the 2015 Notes.
Other Long-term Debt
In November 2015, the Company issued Senior Notes due November 25, 2022, with an interest rate of 2.15% (the "2022 Notes") for an aggregate principal amount of 750 million Euros. The 2022 Notes were issued with an initial discount of 2.2 million Euros. In addition, the Company paid $3.7 million in debt issuance costs during the year ended December 31, 2015. Interest on the 2022 Notes is payable annually on November 25, beginning November 25, 2016. Subject to certain limited exceptions, all payments of interest and principal, including payments made upon any redemption of the 2022 Notes will be made in Euros.
In March 2015, the Company issued Senior Notes due March 15, 2025, with an interest rate of 3.65% (the "2025 Notes") for an aggregate principal amount of $500 million. The 2025 Notes were issued with an initial discount of $1.3 million. In addition, the Company paid $3.2 million in debt issuance costs during the year ended December 31, 2015. Interest on the 2025 Notes is payable semi-annually on March 15 and September 15, beginning September 15, 2015.
In March 2015, the Company issued Senior Notes due March 3, 2027, with an interest rate of 1.8% (the "2027 Notes") for an aggregate principal amount of 1.0 billion Euros. The 2027 Notes were issued with an initial discount of 0.3 million Euros. In addition, the Company paid $6.3 million in debt issuance costs during the year ended December 31, 2015. Interest on the 2027 Notes is payable annually on March 3, beginning March 3, 2016. Subject to certain limited exceptions, all payments of interest and principal for the 2027 Notes will be made in Euros.
In September 2014, the Company issued Senior Notes due September 23, 2024, with an interest rate of 2.375% (the "2024 Notes") for an aggregate principal amount of 1.0 billion Euros. The 2024 Notes were issued with an initial discount of 9.4 million Euros. In addition, the Company paid $6.5 million in debt issuance costs during the year ended December 31, 2014. Interest on the 2024 Notes is payable annually on September 23, beginning September 23, 2015. Subject to certain limited exceptions, all payments of interest and principal, including payments made upon any redemption of the 2024 Notes, will be made in Euros.
The aggregate principal value of the 2022 Notes, 2024 Notes and 2027 Notes and accrued interest thereon are designated as a hedge of the Company's net investment in certain Euro functional currency subsidiaries. The foreign currency transaction gains or losses on these liabilities are measured based upon changes in spot rates and are recorded in "Accumulated other comprehensive income (loss)" in the Consolidated Balance Sheets. The Euro-denominated net assets of the subsidiary are translated into U.S. Dollars at each balance sheet date, with effects of foreign currency changes also reported in "Accumulated other comprehensive income (loss)" in the Consolidated Balance Sheets. Since the notional amount of the recorded Euro-denominated debt and related interest are not greater than the notional amount of the Company's net investment, the Company does not expect to incur any ineffectiveness on this hedge.
Debt discount is amortized using the effective interest method over the period from the origination date through the stated maturity date. The Company estimated the effective interest rates at debt origination to be 2.20% for the 2022 Notes, 3.68% for the 2025 Notes, 1.80% for the 2027 Notes and 2.48% for the 2024 Notes.
For the years ended December 31, 2015 and 2014, the Company recognized interest expense of $61.5 million and $8.6 million, respectively, related to other long-term debt which was comprised of $59.0 million and $8.1 million, respectively, for the contractual coupon interest, $1.1 million and $0.3 million, respectively, related to the amortization of debt discount and $1.4 million and $0.2 million, respectively, related to the amortization of debt issuance costs. The remaining period for amortization of debt discount and debt issuance costs is the stated maturity date for this debt.
In the first quarter of 2012,2016, the Company's Board of Directors authorized a one-timeprogram to purchase of up to $3.0 billion of the Company's common stock. The Company may from time to time make repurchases of our common stock, depending on prevailing market conditions, alternate uses of capital and other factors.
In the first quarter of 2015, the Company's Board of Directors authorized the repurchase of up to $3.0 billion of the Company's common stock, upin addition to $200 million concurrent withamounts previously authorized. In the issuanceyear ended December 31, 2015, the Company
repurchased 2,468,259 shares of the 2018 Notes. The Company repurchased 263,913 sharesits common stock in the first quarter of 2012open market for an aggregate cost of $166.2 million.$3.0 billion related to this authorization.
In the second quarter of 2013, the Company's Board of Directors authorized a program to purchase $1.0 billion of the Company's common stock, in addition to amounts previously authorized. In the second quarter of 2013, the Company repurchased 431,910 shares for an aggregate cost of $345.5 million in privately negotiated, off-market transactions and in the third and fourth quarters of 2014, the Company repurchased 114,645 share of its common stock in privately negotiated, off-market transactions and 438,897 shares of its common stock in the open market for aggregate costs of $147.3 million and $500.0 million, respectively, related to this authorization. In the first quarter of 2010, the Company’s Board of Directors authorized an additional repurchase of up to $500 million of the Company’s common stock from time to time in the open market or in privately negotiated transactions, including the approval to purchase up to $100 million from the proceeds from the issuance of the 2015, Notes. During the year ended December 31, 2010, the Company repurchased 461,4375,813 shares for $7.2 million, which was the remaining amount of its common stock atthis authorization.
In the third quarter of 2013, the Company repurchased 484,361 shares for an aggregate cost of approximately $106.1$459.2 million. These shares were covered under the Company's remaining authorizations as of December 31, 2012 to repurchase common stock.
In October 2013, the Company settled Conversion Spread Hedges and received 42,160 shares of common stock, with a fair value of $43.1 million, from the counterparties (see Note 7 for further detail on the Conversion Spread Hedges).
The Board of Directors has also given the Company the general authorization to repurchase shares of its common stock to satisfy employee withholding tax obligations related to stock-based compensation. In the years ended December 31, 20122015, 20112014 and 20102013, the Company repurchased 141,22965,849, 358,51777,761, and 94,572113,503 shares at an aggregate cost of approximately $90.881.9 million, $163.2103.1 million and $23.478.8 million, respectively, to satisfy employee withholding taxes related to stock-based compensation.
The Company may make additional repurchases of shares under its stock repurchase program, depending on prevailing market conditions, alternate uses of capital and other factors. Whether and when to initiate and/or complete any purchase of common stock and the amount of common stock purchased will be determined in the Company’s complete discretion. The Company has a remaining authorization of $459.2 million to repurchase common stock. As of December 31, 20122015, there were approximately 8.2 million12,427,945 shares of the Company’sCompany's common stock held in treasury.
| |
13.12. | REDEEMABLE NONCONTROLLING INTERESTS |
On May 18, 2010, the Company, through its wholly-owned subsidiary, PIL,priceline.com International Ltd. ("PIL"), paid $108.5 million, net of cash acquired, to purchase a controlling interest of the outstanding equity of TravelJigsaw Holdings Limited (now known as rentalcars.com), a Manchester, U.K.-based international rental car reservation service. Transaction costs of $1.9 million were expensed during the three months ended June 30, 2010.
Certain key members of rentalcars.com’srentalcars.com's management team retained a noncontrolling ownership interest in rentalcars.com. In addition, certain key members of the management team of Booking.com purchased a 3% ownership interest in rentalcars.com from PIL in June 2010 (together with rentalcars.com management’smanagement's investment, the "Redeemable Shares"). The holders of the Redeemable Shares will havehad the right to put their shares to PIL and PIL will havehad the right to call the shares in each case at a purchase price reflecting the fair value of the Redeemable Shares at the time of exercise. Subject to certain exceptions, one-third of the Redeemable Shares will bewere subject to the put and call options in each of 2011, 2012 and 2013, respectively, during specified option exercise periods.
In April 2012 and 2011, in connection with the exercise of call and put options, PIL purchased a portion of the shares underlying redeemable noncontrolling interests for an aggregate purchase price of approximately $$61.1 million and $$13.0 million, respectively. As a result of the April 2011 purchase, the redeemable noncontrolling interests in rentalcars.com were reduced from 24.4% to 19.0%. As a result of the April 2012 purchase, the redeemable noncontrolling interests in TravelJigsaw Holdings Limitedrentalcars.com were further reduced to 12.7%. In April 2013, in connection with the exercise of the March 2013 call and put options, PIL purchased the remaining outstanding shares underlying redeemable noncontrolling interests for an aggregate purchase price of approximately $192.5 million.
Redeemable noncontrolling interests arewere measured at fair value, both at the date of acquisition and subsequently at each reporting period. The redeemable noncontrolling interests arewere reported onin the Consolidated Balance Sheets in mezzanine equity in "Redeemable noncontrolling interests."
A reconciliation of redeemable noncontrolling interests for the yearsyear ended December 31, 2012, 2011 and 20102013 is as follows (in thousands):
| | | | 2012 | | 2011 | | 2010 | 2013 |
| Balance, beginning of period | $ | 127,045 |
| | $ | 45,751 |
| | $ | — |
| $ | 160,287 |
|
| Fair value at acquisition | — |
| | — |
| | 29,520 |
| |
| Net income attributable to noncontrolling interests | 4,471 |
| | 2,760 |
| | 601 |
| 135 |
|
Fair value adjustments(1) | 84,693 |
| | 91,743 |
| | 7,876 |
| 42,522 |
|
Sale of subsidiary shares(2) | — |
| | — |
| | 4,311 |
| |
Purchase of subsidiary shares at fair value(1) | (61,079 | ) | | (12,986 | ) | | — |
| (192,530 | ) |
| Currency translation adjustments | 5,157 |
| | (223 | ) | | 3,443 |
| (10,414 | ) |
| Balance, end of period | $ | 160,287 |
| | $ | 127,045 |
| | $ | 45,751 |
| $ | — |
|
_____________________________
(1) The fair value of the redeemable noncontrolling interests was determined by industry peer comparable analysis and a discounted cash flow valuation model.
| |
(2) | The Company retained a controlling interest after the sale of the subsidiary shares in June 2010. |
| |
14.13. | ACCUMULATED OTHER COMPREHENSIVE LOSSINCOME (LOSS) |
The table below provides the balances for each classification of accumulated other comprehensive lossincome (loss) as of December 31, 20122015 and 20112014 (in thousands):
|
| | | | | | | | |
| | December 31, 2012 | | December 31, 2011 | |
Foreign currency translation adjustments (1) | $ | (23,786 | ) | | $ | (88,312 | ) | |
Net unrealized gain on investment securities (2) | 110 |
| | 730 |
| |
| Accumulated other comprehensive loss | $ | (23,676 | ) | | $ | (87,582 | ) | |
|
| | | | | | | |
| | 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 | ) |
_____________________________
(1) IncludesForeign currency translation adjustments, net gainsof tax, includes net losses from fair value adjustments atof December 31, 2012 and 2011 associated with net investment hedges of $23.834.8 million after tax ($(38.7$52.6 million before tax) and $46.2$37.8 million after tax ($(79.1$57.8 million before tax), respectively. associated with derivatives designated as net investment hedges at December 31, 2015 and 2014, respectively (see Note 5).
Foreign currency translation adjustments, net of tax, includes foreign currency transaction gains at December 31, 2015 of $126.8 million after tax ($220.5 million before tax) associated with the Company's 2022 Notes, 2024 Notes and 2027 Notes and foreign currency transaction gains at December 31, 2014 of $48.3 million after tax ($83.8 million before tax) associated with the Company's 2024 Notes. The 2022 Notes, 2024 Notes and 2027 Notes are Euro-denominated debt and are designated as hedges of certain of the Company's Euro-denominated net assets (see Note 10).
The remaining balance in foreign currency translation adjustments excludes income taxes dueas a result of the Company's intention to the Company’s practice and intention toindefinitely reinvest the earnings of its foreigninternational subsidiaries in those operations.outside of the United States.
(2) The unrealized gains before tax at December 31, 20122015 were $456.1 million, of which unrealized gains of $481.3 million were exempt from tax in the Netherlands and 2011unrealized losses of $25.2 million were $0.2taxable. The unrealized losses before tax at December 31, 2014 were $164.7 million, of which unrealized losses of $134.6 million were exempt from tax in the Netherlands and $1.0unrealized losses of $30.1 million, respectively. were taxable.
ForeignInternational pre-tax income was $1,666.93.1 billion, $2.9 billion and $2.2 billion for the years ended December 31, 2015, 2014 and 2013, respectively. U.S. pre-tax income was $35.4 million, $1,222.998.4 million, and $610.048.5 million for the years ended December 31, 20122015, 2011 and 2010, respectively. Domestic pre-tax income was $95.0 million, $144.9 million2014, and $136.3 million2013, respectively.
The income tax expense (benefit) for the yearsyear ended December 31, 20122015, is as follows (in thousands):2011, and 2010, respectively.
|
| | | | | | | | | | | |
| | 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 |
|
The income tax expense (benefit) for the year ended December 31, 20122014 is as follows (in thousands):
|
| | | | | | | | | | | |
| | Current | | Deferred | | Total |
| Foreign | $ | 302,352 |
| | $ | (13,792 | ) | | $ | 288,560 |
|
| Federal | 3,681 |
| | 37,956 |
| | 41,637 |
|
| State | 12,203 |
| | (4,568 | ) | | 7,635 |
|
| Total | $ | 318,236 |
| | $ | 19,596 |
| | $ | 337,832 |
|
|
| | | | | | | | | | | |
| | 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 |
|
The income tax expense (benefit) for the year ended December 31, 20112013 is as follows (in thousands):
|
| | | | | | | | | | | |
| | Current | | Deferred | | Total |
| Foreign | $ | 251,542 |
| | $ | (7,411 | ) | | $ | 244,131 |
|
| Federal | 2,699 |
| | 53,547 |
| | 56,246 |
|
| State | 9,675 |
| | (1,389 | ) | | 8,286 |
|
| Total | $ | 263,916 |
| | $ | 44,747 |
| | $ | 308,663 |
|
|
| | | | | | | | | | | |
| | 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 |
|
The total U.S. pretax income tax expense (benefit) for the year ended December 31, 2010 is as follows (in thousands):
|
| | | | | | | | | | | |
| | Current | | Deferred | | Total |
| Foreign | $ | 174,977 |
| | $ | (9,309 | ) | | $ | 165,668 |
|
| Federal | 4,510 |
| | 37,481 |
| | 41,991 |
|
| State | 1,114 |
| | 9,368 |
| | 10,482 |
|
| Total | $ | 180,601 |
| | $ | 37,540 |
| | $ | 218,141 |
|
The Company has significant deferred tax assets resulting principally fromincluding U.S. net operating loss carryforwards (“NOLs”("NOLs"). The amount of NOLs available for the Company's use is limited by Section 382 of the Internal Revenue Code ("IRC Section 382"). IRC Section 382 imposes limitations on the availability of a company’scompany's NOLs after a more than 50% ownership change occurs. It was determined that ownership changes, as defined in IRC Section 382, occurred in 2000 and
2002. have occurred. The amount of the Company’sCompany's NOLs incurred prior to each ownership change is limited based on the value of the Company on the respective dates of ownership change. Future ownership changes, if any, could give rise to further limitation under IRC Section 382.
At December 31, 20122015, after considering the impact of IRC Section 382, the Company had approximately $1.2 billion$847.9 million of available NOL's for U.S. federal income tax purposes, comprised of $0.3 billionapproximately $25.6 million of NOLs generated from operating losses and approximately $0.9 billion$822.3 million of NOLs generated from equity-related transactions, including equity-based compensation and stock warrants. The NOLs mainly expire from December 31, 2019 to December 31, 2021.2021. The utilization of these NOLs is dependent upon the Company's ability to generate sufficient future taxable income in the United States. The Company periodically evaluates the likelihood of the realization of deferred tax assets, and reduces the carrying amount of these deferred tax assets by a valuation allowance to the extent it believes a portion will not be realized. The Company considers many factors when assessing the likelihood of future realization of the deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future income, tax planning strategies, the carryforward periods available for tax reporting purposes, and other relevant factors.
Following an audit by the Internal Revenue Service ("IRS") of the Company's 2009 and 2010 federal income tax returns, the Company reached an agreement with the IRS in June 2012 which covered all tax periods through December 31, 2010. As part of the IRS agreement, certain equity-related tax deductions were disallowed which reduced the cumulative amount of gross NOLs for federal tax purposes at December 31, 2011 from approximately $2.6 billion to approximately $1.6 billion before considering the IRC Section 382 limitation. Since IRC Section 382 limits the Company's remaining available federal NOLs to an amount less than $1.6 billion, the agreement with the IRS has no impact on the Company's available U.S. NOLs.109
The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 20122015 and 20112014 are as follows (in thousands):
| | | | 2012 | | 2011 | 2015 | | 2014 |
| Deferred tax assets/(liabilities): | |
| | |
| |
| | |
|
| Net operating loss carryforward — U.S. | $ | 365,268 |
| | $ | 788,490 |
| $ | 59,220 |
| | $ | 176,786 |
|
| IRC 382 Disallowance | (121,252 | ) | | (498,249 | ) | |
| | 244,016 |
| | 290,241 |
| |
| Net operating loss carryforward — Foreign | 19,638 |
| | 20,437 |
| |
| Fixed assets | 38 |
| | 927 |
| |
| Investments | 5,139 |
| | 5,189 |
| |
| Net operating loss carryforward — International | | 18,153 |
| | 22,353 |
|
| Accrued expenses | 20,488 |
| | 13,275 |
| 61,703 |
| | 41,117 |
|
| Stock-based compensation and other stock based payments | 12,326 |
| | 10,727 |
| 77,761 |
| | 54,935 |
|
| Other | 15,881 |
| | 8,884 |
| 8,001 |
| | 24,456 |
|
| Subtotal | 317,526 |
| | 349,680 |
| 224,838 |
| | 319,647 |
|
| | | | | | | |
| Discount on convertible notes | (68,594 | ) | | (31,032 | ) | (112,886 | ) | | (141,193 | ) |
| Intangible assets and other | (47,053 | ) | | (48,753 | ) | (822,685 | ) | | (856,807 | ) |
| Euro denominated debt | | (92,230 | ) | | (35,441 | ) |
| Fixed assets | | (3,658 | ) | | (3,409 | ) |
| Less valuation allowance on deferred tax assets | (175,594 | ) | | (171,755 | ) | (64,845 | ) | | (161,997 | ) |
Net deferred tax assets(1) | $ | 26,285 |
| | $ | 98,140 |
| |
Net deferred tax liabilities (1) | | $ | (871,466 | ) | | $ | (879,200 | ) |
(1) Includes current deferred tax liabilitiesassets of $0.8$21.1 million and $2.7$20.9 million as of December 31, 20122015 and 2011,2014, respectively, which are reported in "Accrued expenses and other current liabilities" on"Other assets" in the Consolidated Balance Sheets.
The valuation allowance on deferred tax assets of $175.6$64.8 million at December 31, 20122015 includes $150.1$44.8 million related to U.S. federal net operating loss carryforwards derived from equity transactions, and $19.6$18.2 million related to foreign operations.international operations and $1.9 million related to U.S. research credits and capital loss carryforwards. Additionally, since January 1, 2006, the Company has generated additional federal tax benefits of $176.5 millionrelated to equity transactions that are not included in the deferred tax asset table above. The tax benefits not included in the table above amounted to $242.6 million as of December 31, 2015. Pursuant to accounting guidance, these tax benefits related to equity deductions will be recognized by crediting paid inpaid-in capital, if and when they are realized by reducing the Company’sCompany's current income tax liability.
It is the practice and intention of the Company to reinvest the earnings of its non-U.S.international subsidiaries in those operations. Thusoperations; therefore, at December 31, 20122015, no provision had been made for U.S. taxes on approximately $3.2$9.9 billion of foreign earnings. Estimatingcumulative undistributed international earnings because such earnings are intended to be indefinitely reinvested outside of the United States. It is not practicable to determine the U.S. federal income tax liability that would arisebe payable if thesesuch earnings were repatriated is not practicable at this time.indefinitely reinvested.
At December 31, 20122015, the Company has approximately $349.2$620.9 million of U.S. state net operating loss carryforwards that expire mainly between December 31, 2020 and 2021, $84.5December 31, 2034, $122.5 million of foreignnon-U.S. net operating loss carryforwards, of which $5.0$49.0 million expire between 2028December 31, 2019 and 2030,December 31, 2021, and $2.7$1.3 million of foreign capital allowance carryforwards that do not expire. At December 31, 20122015, the Company also had approximately $1.3$32.4 million of U.S. research credit carryforwards, that expire from December 31, 2019 to December 31, 2020 and are also subject to annual limitation.limitation, that mainly expire between December 31, 2033 and December 31, 2034 and $2.0 million state enterprise zone credits expiring between 2024 and 2026.
Effective January 1, 2010,A significant portion of the Netherlands modified itsCompany's taxable earnings are generated in the Netherlands. According to Dutch corporate income tax law, related to income generated from qualifying "innovative"innovative activities ("Innovation Box Tax"). Earnings that qualify for the Innovation Box Tax areis taxed at thea rate of 5% ("Innovation Box Tax") rather than the Dutch statutory rate of 25%. Booking.com obtained a ruling from the Dutch tax authorities in February 2011 confirming that aA portion of itsBooking.com's earnings ("qualifying earnings") is eligible for Innovation Box Tax treatment. In this ruling,during the Dutch tax authorities require that the Innovation Box Tax benefit be phased in over a multi-year period. The benefit is fully phased in for the Company starting in 2012. The amount of qualifying earnings expressed as a percentage of the total pretax earnings in the Netherlands will vary depending upon the level of total pretax earnings that is achieved in any given year. The ruling from the Dutch tax authorities is valid from January 1, 2010 throughyears ended December 31, 2015, 2014 which includes a one year extension granted by the Dutch tax authorities in August 2012.
In order to be eligibleand 2013 qualifies for Innovation Box Tax treatment, Booking.com must, among other things, applywhich had a significant beneficial impact on the Company's effective tax rate for and obtain a research and development ("R&D") certificate from a Dutch governmental agency every six months confirming that the activities that Booking.com intends to be engaged in over the subsequent six month period are "innovative." The R&D certificate is current but should Booking.com fail to secure such a certificate in any such period - for example, because the governmental agency does not view Booking.com’s new or anticipated activities as innovative - or should this agency determine that the activities contemplated to be performed in a prior period were not performed as contemplated or did not comply with the agency’s requirements, Booking.com may lose its certificate and, as a result, the Innovation Box Tax benefit may be reduced or eliminated.those years.
Although Booking.com intends to apply for continued Innovation Box Tax treatment for future periods, Booking.com’s application may not be accepted, or the amount of qualifying earnings may be reduced or the applicable tax rate on qualifying earnings may be higher than the current rate at that time. In addition, the tax law may change in 2013 and/or future years resulting in a reduction or elimination of the tax benefit. 110
The effective income tax rate of the Company is different from the amount computed using the expected U.S. statutory federal rate of 35% as a result of the following items (in thousands):
| | | | 2012 | | 2011 | | 2010 | 2015 | | 2014 | | 2013 |
| Income tax expense at federal statutory rate | $ | 616,654 |
| | $ | 478,728 |
| | $ | 261,199 |
| $ | 1,094,912 |
| | $ | 1,046,307 |
| | $ | 803,788 |
|
| Adjustment due to: | |
| | |
| | |
| |
| | |
| | |
|
| State taxes | 5,296 |
| | 5,168 |
| | 6,762 |
| |
| Foreign rate differential | (175,932 | ) | | (125,824 | ) | | (58,927 | ) | (316,078 | ) | | (289,692 | ) | | (226,894 | ) |
| Innovation Box Tax benefit | (118,916 | ) | | (48,101 | ) | | (11,645 | ) | (260,193 | ) | | (233,545 | ) | | (177,195 | ) |
| Other | 10,730 |
| | (1,308 | ) | | 20,752 |
| 58,319 |
| | 44,625 |
| | 4,040 |
|
| Income tax expense | $ | 337,832 |
| | $ | 308,663 |
| | $ | 218,141 |
| $ | 576,960 |
| | $ | 567,695 |
| | $ | 403,739 |
|
The Company accounts for uncertain tax positions based on a two step approach of recognition and measurement. The first step involves assessing whether the tax position is more likely than not to be sustained upon examination based upon its technical merits. The second step involves measurement of the amount to recognize. Tax positions that meet the more likely than not threshold are measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate finalization with the taxing authority.
The following is a reconciliation of the total amount of unrecognized tax benefits (in thousands):
| | | | 2012 | | 2011 | | 2010 | 2015 | | 2014 | | 2013 |
| Unrecognized tax benefit — January 1 | $ | 3,192 |
| | $ | 13,386 |
| | $ | 741 |
| $ | 52,356 |
| | $ | 22,104 |
| | $ | 7,343 |
|
| Gross increases — tax positions in current period | 4,423 |
| | 1,455 |
| | 12,645 |
| 3,411 |
| | 9,305 |
| | 8,597 |
|
| Gross increases — tax positions in prior period | 343 |
| | 876 |
| | — |
| |
| Gross decreases — tax positions in prior period | (615 | ) | | (12,525 | ) | | — |
| |
| 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 | $ | 7,343 |
| | $ | 3,192 |
| | $ | 13,386 |
| $ | 42,594 |
| | $ | 52,356 |
| | $ | 22,104 |
|
The unrecognized tax benefits are included in "Other long-term liabilities" onand "Deferred income taxes" in the Consolidated Balance Sheets for the years ended December 31, 20122015, 2014 and 2011. Following the conclusion of an audit, the Company reversed approximately $12.5 million in the three months ended June 30, 2011 for unrecognized tax benefits attributable to tax positions taken in 2010.2013. The Company does not expect further significant changes in the amount of unrecognized tax benefits during the next twelve months.
The Company’sCompany's Netherlands, U.S. federal, and Connecticut, Singapore, and U.K. income tax returns, constituting the returns of the major taxing jurisdictions, are subject to examination by the taxing authorities as prescribed by applicable statute. The statute of limitations remains open forfor: the Company's Netherlands returns from 20072009 and forward; for the Company's Singapore returns from 2012 and forward; the Company's U.S. Federal and Connecticut returns from 20092012 and forward,forward; and the Company's U.K. returns for the U.K. returns from 2008 and forward. Although the IRS has concluded its audit of the Company's 2009 and 2010 tax years the statute of limitations remains open for the Company's U.S. federal returns from 20092008, 2014, and forward.2015. No income tax waivers have been executed that would extend the period subject to examination beyond the period prescribed by statute.statute in the major taxing jurisdictions in which the company is a taxpayer. See Note 15 for more information regarding tax contingencies.
| |
16.15. | COMMITMENTS AND CONTINGENCIES |
Competition Reviews
Certain business practices common to the online travel industry have become the subject of investigations by various national competition authorities ("NCAs"), particularly in Europe. Investigations related to Booking.com's contractual parity arrangements with accommodation providers, sometimes also referred to as "most favored nation" or "MFN" provisions, were initiated by NCAs in France, Germany, Italy, Austria, Sweden, Ireland and Switzerland, and a number of other NCAs are also looking, or have looked, at these issues. The investigations primarily relate to whether Booking.com's price parity provisions are anti-competitive because they require accommodation providers to provide Booking.com with room rates that are at least as low as those offered to other online travel companies ("OTCs") or through the accommodation provider's website.
On April 21, 2015, the French, Italian and Swedish NCAs, working in close cooperation with the European Commission, announced that they had accepted "commitments" offered by Booking.com to resolve and close the investigations in France, Italy and Sweden. Under the commitments, Booking.com replaced its existing price parity agreements with accommodation providers with "narrow" price parity agreements. Under a "narrow" price parity agreement, subject to certain exceptions, an accommodation provider is still required to offer the same or better rates on Booking.com as it offers to a consumer directly online, but it is no longer required to offer the same or better rates on Booking.com as it offers to other OTCs. The commitments also allow an accommodation provider to, among other things, offer different terms and conditions (e.g., free WiFi) and availability to consumers that book with on-line travel companies that offer lower rates of commission or other benefits, offer lower rates to consumers that book through off-line channels and continue to discount through, among other things, accommodation loyalty programs, as long as those rates are not published or marketed online. The commitments apply to accommodations in France, Italy and Sweden and were effective on July 1, 2015. The foregoing description is a summary only and is qualified in its entirety by reference to the commitments published by the NCAs on April 21, 2015.
Booking.com is in ongoing discussions with various NCAs in other countries regarding their concerns. On July 1, 2015, Booking.com voluntarily implemented the commitments given to the French, Italian and Swedish NCAs throughout the European Economic Area and Switzerland and is working with certain other European NCAs towards closing their investigations or inquiries. In October 2015, the Irish NCA closed its investigation on the basis of commitments by Booking.com identical to those given to the French, Italian and Swedish NCAs. In November 2015, the Swiss NCA closed its investigation, prohibiting any reintroduction of Booking.com's old "wide" parity agreements but permitting Booking.com to retain its existing "narrow" parity agreements with accommodations in Switzerland. A number of additional NCAs in the European Economic Area have now closed their investigations following Booking.com's implementation of the commitments in their jurisdictions. However, the Company is currently unable to predict the impact the implementation of these commitments throughout the European Economic Area and Switzerland will have on Booking.com's business or on the on-going investigations in other European countries, or on industry practice more generally. On December 23, 2015, the German NCA issued a final decision prohibiting Booking.com's "narrow" price parity agreements with accommodations in Germany. The German NCA did not issue a fine, but has reserved its position regarding an order for disgorgement of profits. Booking.com intends to appeal the German NCA’s decision. An Italian hotel association has appealed the Italian NCA's decision to accept the commitments by Booking.com. The Company is unable to predict how these appeals and the remaining investigations in other countries will ultimately be resolved. Possible outcomes include requiring Booking.com to amend or remove its rate parity clause from its contracts with accommodation providers in those jurisdictions and/or the imposition of fines.
In August 2015, French legislation known as the "Macron Law" became effective. Among other things, the Macron Law makes price parity agreements illegal, including the "narrow" price parity agreements agreed to by the French NCA in April 2015. The law also requires that agreements between OTCs and hotels comply with a French agency contract form. Similar legislation prohibiting "narrow" price parity agreements has been proposed in Italy and currently is awaiting action by the Italian Senate. It is not yet clear whether the Macron Law or the proposed Italian legislation may affect our business in the long-term in France and Italy, respectively.
Litigation Related to Hotel Occupancy and Other RelatedTravel Transaction Taxes
The Company and certain third-party defendant online travel companies ("OTCs")OTCs are currently involved in approximately forty lawsuits, including certified and putative class actions, brought by or against U.S. states, cities and counties over issues involving the payment of hotel occupancy and other relatedtravel transaction taxes (e.g., state and localhotel occupancy taxes, excise taxes, sales tax and general excise tax) andtaxes, etc.). Generally, the Company’s merchant hotel business. The Company’s subsidiaries Lowestfare.com LLC and Travelweb LLC are named in some but not all of these cases. Generally, each complaint alleges,complaints allege, among other things, that the defendantsOTCs violated each jurisdiction’sjurisdiction's respective hotel occupancyrelevant travel transaction tax ordinance with respect to the chargescharge and remittance of amounts to cover taxes under each law. Each complaint typically seeks compensatory damages, disgorgement, penalties available by law, attorneys’ fees and other relief. The Company is also involved in one consumer lawsuit relating to, among other things, the payment of hotel occupancy taxes and service fees. In addition, approximately seventy municipalities or counties, and at least twelve states, have initiated audit proceedings (including proceedings initiated by more than forty municipalities in California), issued proposed tax assessments or started inquiries relating to the payment of hotel occupancy and other related taxes. Additional state and local jurisdictions are likely to assert that the Company is subject to, among other things, hotel occupancy and other related taxes and could seek to collect such taxes, retroactively and/or prospectively.
With respect to the principal claims in these matters, the Company believes that the laws at issue generally do not apply to the serviceservices it provides, namely the facilitation of travel reservations, and, therefore, that it does not owe the taxes that are claimed to be owed. Rather,However, the Company believes that the laws at issue generally impose hotel occupancyhas been involved in this type of litigation for many years, and other related taxes on entities that own, operate or control hotels (or similar businesses) or furnish or provide hotel rooms or similar accommodations. In addition, in many ofstate and local jurisdictions where these matters, the taxing jurisdictionsissues have asserted claims for "conversion" - essentially,not been resolved could assert that the Company has collected a taxis subject to travel transaction taxes and wrongfully "pocketed" those tax dollars — a claim that the Company believes is without basis and has vigorously contested. The taxing jurisdictions that are currently involved in litigation and other proceedings with the Company, and that may be involved in future proceedings, have asserted contrary positions and will likely continuecould seek to do so.
collect such taxes, retroactively and/or prospectively. From time to time, the Company has found it expedient to settle, and may in the future agree to settle, claims pending in these matters without conceding that the claims at issue are meritorious or that the claimed taxes are in fact due to be paid.
In connection with some of these tax audits and assessments, the Company may be required to pay any assessed taxes, which amounts may be substantial, prior to being allowed to contest the assessments and the applicability of the laws in judicial proceedings. This requirement is commonly referred to as "pay to play" or "pay first." The Company has successfully argued against a "pay first" requirement asserted in one California proceeding, but had to pay first in two California cities. For example, the City of San Francisco assessed the Company approximately $3.4 million (an amount that includes interest and penalties) relating to hotel occupancy taxes, which the Company paid in July 2009, and issued a second assessment totaling approximately $2.7 million, which the Company paid in January 2013. Payment of these amounts, if any, is not an admission that the Company believes it is subject to such taxes and, even if such payments are made, the Company intends to continue to assert its position vigorously that it should not be subject to such taxes. In the San Francisco action, for example, the court ruled on February 6, 2013, that the Company and OTCs do not owe transient accommodations tax to the City and ordered the City to refund the pay first amounts paid in July 2009; the Company will also seek a refund of the amounts paid first in January 2013. It is possible the City may take the position that it need not refund the pay first amount until after it has exhausted all appeals.
In January 2013, the Tax Appeal Court for the State of Hawaii held that the Company and other OTCs are not liable for the State's transient accommodations tax, but held that the OTCs, including the Company, are liable for the State's general excise tax on the full amount the OTC collects from the customer for a hotel room reservation, without any offset for amounts passed through to the hotel. As a result, the Company increased its accrual for hotel occupancy and other related taxes, with a corresponding charge to cost of revenues, by approximately $16.5 million (including estimated interest and penalties) in December 2012. Further, the Company may be required to pay that amount prior to appealing the Tax Appeal Court's decision. The Company intends to appeal this decision.
Litigation is subject to uncertainty and there could be adverse developments in these pending or future cases and proceedings. For example, in September 2012, the Superior Court in the District of Columbia granted a summary judgment in favor of the city and against OTCs ruling that tax is due on the OTC's margin and service fee. As a result, the Company increased its accrual for hotel occupancy and other related taxes, with a corresponding charge to cost of revenues, by approximately $4.8 million (including interest). In addition, in October 2009, a jury in a San Antonio class action found that the Company and the other OTCs that are defendants in the lawsuit “control” hotels for purposes of the local hotel occupancy tax ordinances at issue and are, therefore, subject to the requirements of those ordinances. On July 1, 2011, the San Antonio court issued findings of fact and conclusions of law in connection with the case. In addition to ruling that hotel tax was due from defendants on the markup and service fee, the court held defendants liable for penalties and interest per the terms of each city's applicable ordinance, but capped penalties at fifteen percent (15%) of the total amount of unpaid taxes at the time of entry of judgment; ordinances without a penalty provision are assessed a fifteen percent (15%) penalty under the Texas Tax Code. The Company expects a judgment to be entered by the court. The Company intends to vigorously pursue an appeal of the judgment on legal and factual grounds.
An unfavorable outcome or settlement of pending litigation may encourage the commencement of additional litigation, audit proceedings or other regulatory inquiries. In addition, an unfavorable outcome or settlement of these actions or proceedingsinquiries and also could result in substantial liabilities for past and/or future bookings, including, among other things, interest, penalties, punitive damages and/or attorneyattorneys’ fees and costs. There have been, and will continue to be, substantial ongoing costs, which may include "pay first" payments, associated with defending the Company's position in pending and any future cases or proceedings. An adverse outcome in one or more of these unresolved proceedings could have a materialan adverse effect on the Company's business and could be material to the Company'sour results of operations or cash flow in any given operating period.
To the extent that any tax authority succeeds in asserting that However, the Company has a tax collection responsibility, orbelieves that even if the Company determines thatwere to suffer adverse determinations
in the near term in more of the pending proceedings than currently anticipated, given results to date it has such a responsibility, with respect to future transactions, the Company may collect any such additional tax obligation from its customers, which would have the effect of increasing the cost of hotel reservations to its customers and, consequently, could make the Company’s hotel reservation service less competitive (i.e., versus the websites of other OTCs or hotel company websites) and reduce hotel reservation transactions; alternatively, the Company could choose to reduce the compensation for its services on merchant hotel transactions. Either action couldnot have a material adverse effect on the Company’s business and results of operations.
The Company estimates that, since its inception through December 31, 2012, it has earned aggregate gross profit, including fees, from its entire U.S. merchant hotel business (which includes, among other things, the differential between the price paid by a customer for the Company’s service and the cost of the underlying room) of approximately $1.6 billion. This gross profit was earned in over a thousand taxing jurisdictions that the Company believes have aggregate tax rates (which may
include hotel occupancy taxes and state and local taxes, among other taxes) associated with a typical transaction between a consumer and a hotel that generally range from approximately 6% to approximately 18%, depending on the jurisdiction. In many of the judicial and other proceedings initiated to date, the taxing jurisdictions seek not only historical taxes that are claimed to be owed on the Company's gross profit, but also, among other things, interest, penalties, punitive damages and/or attorney fees and costs. Therefore, any liability associated with hotel occupancy tax matters is not constrained to the Company's liability for tax owedimpact on its historical gross profit, but may also include, among other things, penalties, interest and attorneys' fees. To date, the majority of the taxing jurisdictions in which the Company facilitates hotel reservations have not asserted that taxes are due and payable on the Company's U.S. merchant hotel business. With respect to taxing jurisdictions that have not initiated proceedings to date, it is possible that they will do so in the futureliquidity or that they will seek to amend their tax statutes and seek to collect taxes from the Company only on a prospective basis.financial condition.
ReserveAccrual for Hotel Occupancy and Other RelatedTravel Transaction Taxes
As a result of this litigation and other attempts by jurisdictions to levy similar taxes, the Company has established an accrual (including estimated interest and penalties) for the potential resolution of issues related to hotel occupancy and other relatedtravel transaction taxes in the amount of approximately $56$27 million as of at December 31, 20122015 compared to approximately $33$52 million as of at December 31, 2011 (which includes, among other things, amounts related to the litigation in the State of Hawaii, District of Columbia, and San Antonio). The accrual is based on the Company’s estimate of the probable cost of resolving these issues.2014. The Company's legal expenses for these matters are expensed as incurred and are not reflected in the amount accrued. The actual cost may be less or greater, potentially significantly, than the liabilities recorded. An estimate for a reasonably possible loss or range of loss in excess of the amount accrued cannot be reasonably made.
Developments in and afterIn January 2013, the Year Ended December 31, 2012
In the year ended December 31, 2012, six new actions commenced. State of Mississippi v. Priceline.com, Inc., et al., (Hinds County Chancery Court) (filed January 2012) is an action brought by the Attorney General of Mississippi on behalf of the State and its local government asserting violation of the state's hotel occupancy tax and also asserts claims under Mississippi's consumer protection statute. The Company intends to vigorously defend these claims. In Expedia Inc. et al v. City of Portland (CircuitTax Appeal Court offor the State of Oregon for the County of Multnomah) (filed February 17, 2012), the Company and other OTCs filed a declaratory action seeking a declarationHawaii held that the plaintiffs are not subject to local occupancy tax after the City of Portland and Multnomah County issued audit notices to the Company and other OTCs. In Expedia, Inc., et al. v. City and County of Denver, et al. (District Court for Denver) (filed March 2012), the Company and other OTCs are seeking review of the administrative hearing officer's decision. In priceline.com Incorporated, et al. v. Osceola County, et al. (2d Judicial Cir. Ct. for Leon County, Florida) (filed July 2, 2012), the Company filed an action challenging a second assessment issued by the County, which covers the time period October 1, 2009 through September 30, 2011. That action was consolidated with the earlier action challenging the County's first assessment. In August 2012, Kalamazoo County, Michigan filed a lawsuit, County of Kalamazoo, Michigan v. Hotels.com L.P., et al. (Circuit Courtnot liable for the County of Kalamazoo) (filed August 15, 2012), claiming violation of the County's hotel occupancy tax and also asserts claims under Michigan common law. The Company intends to vigorously defend these claims.
Also in July 2012, the Company filed appeals in court of a second round of assessments issued by the Hawaii Department of Taxation forState's transient accommodations tax, as well as Hawaii general excise tax. The assessments at issue in those appeals, In the Matter of the Appeal of priceline.com Incorporated (and related actions brought by Travelweb LLC and Lowestfare.com LLC) (Tax Appeal Court of the State of Hawaii) (filed July 3, 2012), cover the time period January 1, 2000 through December 31, 2011 and overlap with, and adjust, the previously issued assessments which are already on appeal. The new appeals were consolidated with the assessment appeals already pending in the Hawaii Tax Appeal Court. On October 22, 2012, the court granted the OTCs' motions for partial summary judgment relating to the transient accommodations tax assessments, holdingbut held that the assessments were improper as a matter of law. On January 11, 2013,OTCs, including the court orally deniedCompany, are liable for the OTCs' motion for partial summary judgment relating to theState's general excise tax holding that the Company and the other OTCs are liable for that tax(“GET”) on the full amount the OTC collects from the customer for a hotel room reservation, without any offset for amounts passed through to the hotel. The OTCs have filed a motion to reconsider that oral ruling.
There were decisions on dispositive motions in several of the pending matters, as well as decisions on appeal. In City of Portland and Multnomah County, defendant City of Portland filed a motion to dismiss on March 30, 2012, asserting that the OTCs were required to exhaust administrative remedies and that, therefore, the court lacked jurisdiction. On June 15, 2012, the court denied that motion, ruling that it had jurisdiction to hear plaintiff OTCs' claimsCompany recorded an accrual for declaratory relief. At a hearing on November 30, 2012, also in that case, the Court granted the OTC defendants' motion to dismiss the City's and County's common law counterclaims. On April 19, 2012, in Leon County, et al. v. Expedia, Inc., et al. (2d Judicial Cir. Ct. for Leon County, Florida; filed in November 2009), the Florida Second Judicial Circuit Court orally denied the Counties' motion for
summary judgment and granted a motion for summary judgment in favor of the defendants. On May 8, 2012, the court in that case entered an order denying the Counties' motion for summary judgment and granting a motion for summary judgment in favor of the defendants, dismissing the action. The Counties filed a notice of appeal to the Florida First District Court of Appeal on May 10, 2012. On September 19, 2012, in a second matter encaptioned Leon County v. Expedia, Inc., et al. (Second Judicial Circuit Court for Leon County, Florida; filed in December 2009) the court granted summary judgment for the defendants, finding that the plaintiff lacked standing to enforce the transient rentals tax and discretionary sales surtax. Plaintiff filed a notice of appeal to the Florida First District Court of Appeal appealing the trial court's summary judgment order in October 2012.
In City of Goodlettsville, Tennessee, et al. v. priceline.com Incorporated, et al. (U.S. District Court for the Middle District of Tennessee; filed in June 2008), a certified class action on behalf of Tennessee cities and counties, the court granted summary judgment in favor of defendants on February 21, 2012. On April 13, 2012, in City of Birmingham, Alabama, et al. v. Orbitz, Inc., et al. (Circuit Court of Jefferson County, Alabama; filed in December 2009), the Alabama Supreme Court affirmed summary judgment in favor of the defendants on claims by several Alabama cities. On February 17, 2012, in City of Bowling Green, Kentucky v. Hotels.com LP et al. (Warren Cir. Ct., Kentucky, Div. 1; filed in March 2009); (Commonwealth of Kentucky Court of Appeals; appeal filed in April 2010), the Kentucky Supreme Court declined to hear Bowling Green's appeal. Therefore, the Court of Appeal's ruling affirming the lower court's dismissal of the case stands as the final determination of the matter. In City of Branson, Missouri v. Hotels.com, LP., et al. (Circuit Court of Greene County, Missouri; filed in December 2006), the trial court granted defendants' motion to dismiss on January 31, 2012. The Missouri Court of Appeals, Northern Division, affirmed the judgment of the trial court on January 23, 2013. On February 7, 2013, the city moved for rehearing and transfer.
On May 1, 2012 in City of Atlanta, Georgia v. Hotels.com L.P., et al. (Superior Court of Fulton County, Georgia; filed in March 2006) the court denied defendants' motion for reconsideration of its decision to allow Atlanta to file an amended complaint. On May 15, 2012, certain defendants, including the Company, filed a petition for writs of mandamus and prohibition before the Georgia Supreme Court requesting that it halt the proceeding before the trial court on the grounds that the matter was finally concluded. On September 10, 2012, the Georgia Supreme Court dismissed the petition for writs of mandamus and prohibition on the grounds that the proceedings should have initially been brought in the Superior Court. On September 21, 2012 the Company and certain defendants filed the petition in the Superior Court, which was denied on November 29, 2012. Petitioners filed notices of appeal of the Superior Court's decision to the Georgia Supreme Court on December 7, 2012. The Defendants filed motions for summary judgment before the trial court on December 28, 2012.
On June 5, 2012 in City of Rome, Georgia, et al. v. Hotels.com, L.P., et al. (U.S. District Court for the Northern District of Georgia; filed in November 2005), a certified class action on behalf of Georgia cities and counties, the court granted the parties' motion for approval of the partial class settlement agreement providing that the OTC defendants would pay hotel occupancytravel transaction taxes from May 16, 2011 going forward. May 16, 2011 is the date of the Georgia Supreme Court's decision in the City of Atlanta appeal requiring payment of hotel occupancy taxes on a prospective basis in that case. On July 8, 2012 the court entered summary judgment against all of plaintiffs' claims for past damages. The court found that the defendants were not operators and thus, that no back taxes were owed. On September 4, 2012, plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Eleventh Circuit appealing the trial court's order.
On June 8, 2012 in Town of Breckenridge v. Colorado Travel Company, LLC, et al. (District Court for Summit County, Colorado; filed in July 2011), the court granted in part and denied in part the defendants' motion to dismiss the class action complaint. Specifically, the court dismissed without prejudice the claims relating to the sales tax but allowed all remaining claims under the accommodations tax and common law to proceed. Also in that case, on December 12, 2012, plaintiff filed a motion for class certification. Defendants are opposing that motion.
On July 13, 2012, the court in Orbitz, LLC, et al. v. Broward County, Florida, et al. (2d Judicial Cir. Ct. for Leon County, Florida; filed in January 2009) granted the OTCs' motions for summary judgment and denied the County's motion for summary judgment thereby dismissing the action. On January 9, 2013, the trial court denied the County's motion for rehearing on the summary judgment ruling. The County filed a notice of appeal to the Florida First District Court on February 5, 2013.
On July 31, 2012, in The Village of Rosemont, Illinois v. Priceline.com Inc., et al. (U.S. District Court for the Northern District of Illinois; filed in 2009), the court granted in part, and denied in part, the parties' cross motions for summary judgment related to damages. Specifically, the court held that a six year statute of limitations (subject to a discovery rule), simple(including estimated interest and a 25% penalty cap would apply for damages. The court previously had granted plaintiff's motion for summary judgment and denied defendants' motion for summary judgment on October 14, 2011. On October 12, 2012, pursuant to a stipulation on damages, among the parties, the Court entered a judgment in favor of the plaintiff. The Company appealed that judgment in the United States Court of Appeals for the Seventh Circuit on November 6, 2012.
On August 27, 2012 in City of San Antonio, Texas v. Hotels.com, L.P.penalties), et al. (U.S. District Court for the Western District of Texas; filed in May 2006), the court granted plaintiffs' motion to clarify its findings of fact and conclusions of law (issued July 1, 2011) to require the collection of hotel tax on the OTCs' separately stated service fee from the date of its findings going forward. The court's original findings had denied plaintiffs recovery for such amounts because the damage calculations for tax on the service fee had not been presented to the jury at trial. The court's amended findings make clear that such amounts will be due from July 1, 2011 forward. Also in that case, on January 16, 2013 the court denied defendants' motion to amend its findings of fact and conclusion of law to enter judgment against plaintiffs and in favor of the OTC defendants based on the state appellate court decision in City of Houston, Texas v. Hotels.com, LP., et al. (District Court of Harris County, Texas; filed in March 2007). In City of Houston, on October 26, 2012, the Texas Supreme Court denied appellants' petition for writ of error after ordering full briefing by the parties. The Texas Supreme Court did not disturb the intermediate court's affirmance of the trial court's grant of summary judgment, which rested on the conclusion that the tax provisions at issue applied only to amounts paid to a hotel. In the City of San Antonio matter, on January 17, 2013, the court denied plaintiffs' motion to amend its findings of fact and conclusions of law regarding the calculation of penalties. The court rejected plaintiffs' request to remove its limitation that penalties shall not exceed 15% of the total amount of unpaid taxes due at the time of judgment.
On September 10, 2012 in City of Findlay, Ohio v. Hotels.com, L.P., et al. (U.S. District Court for the Northern District of Ohio; filed in October 2005); (U.S. Court of Appeals for the Sixth Circuit; appeal filed in December 2010); and City of Columbus, Ohio, et al. v. Hotels.com, L.P., et al. (U.S. District Court for the Southern District of Ohio; filed in August 2006); (U.S. District Court for the Northern District of Ohio; filed in July 2007) (U.S. Court of Appeals for the Sixth Circuit; appeal filed in December 2010), the U.S. Court of Appeals for the Sixth Circuit affirmed the trial court's orders dismissing plaintiffs' ordinance based claims, entering summary judgment against plaintiffs' claim that defendants collected but failed to remit hotel tax, and denying plaintiffs' request to certify questions to the Ohio Supreme Court.
On September 24, 2012, in District of Columbia v. Expedia, Inc., et al. (Superior Court of the District of Columbia; filed in March 2011), the court granted the city's motion for summary judgment, finding the OTCs are required to collect and remit sales tax on their margin. The court denied plaintiffs' motion for summary judgment for imposition of negligence and failure to file penalties. A trial will be set to determine if such penalties should be imposed. As a result, the Company increased its accrual for hotel occupancy and other related taxes, with a corresponding charge to cost of revenues, byof approximately $4.8$16.5 million (including interest) in September 2012.
On December 19, 2012 and additional $18.7 million in Wake County v. Hotels.com, LP, et al.; Dare County v. Hotels.com, LP, et althe three months ended March 31, 2013, primarily due to this ruling. During the years ended December 31, 2013, 2014 and Buncombe County v. Hotels.com, LP, et al, Mecklenburg County v. Hotels.com, LP. et al., (North Carolina, Superior2015, the Company paid approximately $20.6 million, $2.2 million and $0.6 million, respectively, to the State of Hawaii related to this ruling. In a mixed decision, on March 17, 2015, the Hawaii Supreme Court General Court of Justice; filed in 2006 and 2007), the trial court denied the Counties' motion for summary judgment and grantedaffirmed a motion for summary judgment in favorruling of the defendants. The trial court entered final judgment on December 27, 2012. The Counties appealedTax Appeal Court for the State of Hawaii holding that judgment on January 16 and 17, 2013.
On January 23, 2013, the California Supreme Court denied petitions for review filed by the cities of Anaheim and Santa Monica. Those cities had sought review of appellate court decisions holding the Company and other OTCs are not liable for the State's transient occupancy taxes. The Supremeaccommodations tax and upheld, in part, the Tax Court's denial ofruling that the petitions marks the end of the cases captioned Priceline.com Inc., et al. v. City of Anaheim, California, et al. (California Superior Court, County of Orange; filed in February 2009), and City of Santa Monica v. Expedia, Inc., et al. (California Superior Court, Los Angeles County; filed in June 2010). On January 31, 2013, the City of Santa Monica refunded toOTCs, including the Company, the amounts the Company had "paid first" in order to appeal the city's assessments.
On February 6, 2013, the Los Angeles Superior Court in Priceline.com, Inc., et al. v. City of San Francisco, California, et al. (California Superior Court, County of Los Angeles; filed in June 2009) granted summary judgment in favor of the Company and other OTCs, holding OTCs are not liable to the City of San Francisco for transient occupancy taxes. The court also granted the OTCs' claim for a refund of the pay first amounts the OTCs paid to the city in July 2009. The Company expects the city to appeal.
The Company resolved a matter by agreement, Baltimore County, Maryland v. Priceline.com, Inc., et al. (U.S. District Court for the District of Maryland; filed in May 2010)State's GET on the margin and the case was dismissed against the Company on January 7, 2013.
The Company intends to vigorously defend against the claims in all of the proceedings described below.
Statewide Class Actions and Putative Class Actions
Such actions include:
City of Los Angeles, California v. Hotels.com, Inc., et al. (California Superior Court, Los Angeles County; filed in December 2004)
City of Rome, Georgia, et al. v. Hotels.com, L.P., et al. (U.S. District Court for the Northern District of Georgia; filed in November 2005); (U.S. Court of Appeals for the Eleventh Circuit appeal filed in September 2012)
City of San Antonio, Texas v. Hotels.com, L.P., et al. (U.S. District Court for the Western District of Texas; filed in May 2006)
City of Gallup, New Mexico v. Hotels.com, L.P., et al. (U.S. District Court for the District of New Mexico; filed in July 2007)
Pine Bluff Advertising and Promotion Commission, Jefferson County, Arkansas, et al. v. Hotels.com, LP, et al. (Circuit Court of Jefferson County, Arkansas; filed in September 2009)
County of Lawrence, Pennsylvania v. Hotels.com, L.P., et al. (Court of Common Pleas of Lawrence County, Pennsylvania; filed Nov. 2009); (Commonwealth Court of Pennsylvania; appeal filed in November 2010)
Elizabeth McAllister, et al. v. Hotels.com L.P., et al., (Circuit Court of Saline County, Arkansas; filed February in 2011)
Town of Breckenridge, Colorado v. Colorado Travel Company, LLC, et al. (District Court for Summit County, Colorado; filed in July 2011)
County of Nassau v. Expedia, Inc., et al. (Supreme Court of Nassau County, New York; filed in September 2011)
Actions Filed on Behalf of Individual Cities, Counties and States
Such actions include:
City of Chicago, Illinois v. Hotels.com, L.P., et al. (Circuit Court of Cook County Illinois; filed in November 2005)
City of San Diego, California v. Hotels.com L.P., et al. (California Superior Court, San Diego County; filed in September 2006) (Superior Court of California, Los Angeles County; filed in July 2006) (California Court of Appeal; appeal filed in August 2012)
City of Atlanta, Georgia v. Hotels.com L.P., et al. (Superior Court of Fulton County, Georgia; filed in March 2006); (Court of Appeals of the State of Georgia; appeal filed in January 2007); (Georgia Supreme Court; further appeal filed in December 2007; petition for writs of mandamus and prohibition filed in December 2012)
Wake County, North Carolina v. Hotels.com, LP, et al. (General Court of Justice, Superior Court Division, Wake County, North Carolina; filed in November 2006); (Court of Appeals of North Carolina; appeal filed in January 2013); Dare County, North Carolina v. Hotels.com, LP, et al. (General Court of Justice, Superior Court Division, Dare County, North Carolina; filed in January 2007); (Court of Appeals of North Carolina; appeal filed in January 2013); Buncombe County, North Carolina v. Hotels.com, LP, et al. (General Court of Justice, Superior Court Division, Buncombe County, North Carolina; filed in February 2007); (Court of Appeals of North Carolina; appeal filed in January 2013); Mecklenburg County, North Carolina v. Hotels.com LP, et al. (General Court of Justice, Superior Court Division, Mecklenburg County, North Carolina; filed in January 2008); (Court of Appeals of North Carolina; appeal filed in January 2013)
City of Branson, Missouri v. Hotels.com, LP., et al. (Circuit Court of Greene County, Missouri; filed in December 2006); (Missouri Court of Appeals; appeal filed February 2012)
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• | City of Houston, Texas v. Hotels.com, LP., et al. (District Court of Harris County, Texas; filed in March 2007); (Texas 14th Court of Appeals; appeal filed in April 2010); (Texas Supreme Court; petition for writ of error denied on October 26, 2012)
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The Village of Rosemont, Illinois v. Priceline.com, Inc., et al. (U.S. District Court for the Northern District of Illinois; filed in July 2009); (US. Court of Appeals for the Seventh Circuit; appeal filed in November 2012)
Leon County, et al. v. Expedia, Inc., et al. (Second Judicial Circuit Court for Leon County, Florida; filed November 2009); (Florida First District Court of Appeal; filed in May 2012); Leon County v. Expedia, Inc. et al. (Second Judicial Circuit Court for Leon County, Florida; filed in December 2009); (Florida First District Court of Appeal; filed in October 2012)
Hamilton County, Ohio, et al. v. Hotels.com, L.P., et al. (U.S. District Court for the Northern District Of
Ohio; filed in August 2010)
State of Florida Attorney General v. Expedia, Inc., et al. (Circuit Court - Second Judicial Circuit, Leon County, Florida; filed in November 2010)
Montana Department of Revenue v. Priceline.com, Inc., et al. (First Judicial District Court of Lewis and Clark County, Montana; filed in November 2010)
Montgomery County, Maryland v. Priceline.com, Inc., et al. (United States District Court for the District of Maryland; filed in December 2010)
District of Columbia v. Expedia, Inc., et al. (Superior Court of District of Columbia; filed in March 2011)
Volusia County, et al. v. Expedia, Inc., et al. (Circuit Court for Volusia County, Florida; filed in April 2011)
State of Mississippi v. Priceline.com Inc., et al., (Chancery Court of Hinds County, Mississippi; filed in January 2012)
County of Kalamazoo, Michigan v. Hotels.com L.P., et al (Circuit Court for the County of Kalamazoo; filed August 2012)
Judicial Actions Relating to Assessments Issued by Individual Cities, Counties and States
The Company may seek judicial review of assessments issuedfee retained by an individual city or county. Currently pending actions seeking suchOTC as compensation in a review include:
Priceline.com, Inc., et al. v. Broward County, Florida (Circuittransaction. The Hawaii Supreme Court - Second Judicial Circuit, Leon County, Florida; filed in January 2009); (Florida First District Court of Appeal; filed in February 2013)
Priceline.com, Inc. v. Indiana Department of State Revenue (Indiana Tax Court; filed in March 2009)
Priceline.com, Inc., et al. v. City of San Francisco, California, et al. (California Superior Court, County of Los Angeles; filed in June 2009)
Priceline.com, Inc. v. Miami-Dade County, Florida, et al. (Eleventh Judicial Circuit Court for Miami Dade, County, Florida; filed in December 2009)
Priceline.com Incorporated, et al. v. Osceola County, Florida, et al. (Circuit Court of the Second Judicial Circuit, in and For Leon County, Florida; filed in January 2011)
In the Matterreversed that portion of the Tax AppealCourt's decision that had held that OTCs are liable for GET on the full amount the OTC collects from the customer for a hotel room reservation, not just margin and fee, without any offset for amounts passed through to the hotel. As a result, the Company reduced its accrual for travel transaction taxes (including estimated interest and penalties) by $16.4 million with a corresponding reduction to cost of priceline.com Inc., revenues in the first quarter of 2015. In addition, the MatterCompany recognized a net reduction in cost of revenue in the Tax Appealthird quarter of Lowestfare.com LLC and In the Matter2015 of the Tax Appeal of Travelweb LLC (Tax Appeal Court of the State of Hawaii; filed in March 2011)
In the Matter of the Tax Appeal of priceline.com Inc., In The Matter of the Tax Appeal of Lowestfare.com LLC and In the Matter of the Tax Appeal of Travelweb LLC (Tax Appeal Court of$13.7 million related to travel transaction taxes, principally due to a cash refund from the State of Hawaii filedfor payments made in July 2012)
Expedia, Inc. et al. v. City of Portland (Circuit Court for Multnomah County, Oregon, filed in February 2012)
Expedia, Inc., et al. v. City and County of Denver, et al. (District Court for Denver County, Colorado, filed in March 2012)
Consumer Class Actions
In Chiste, et al. v. priceline.com Inc., et al. (United States District Court for the Southern District of New York; filed in December 2008) the court granted the Company's motion to dismiss all claims against it except the breach of fiduciary claim, which the court ordered transferred to Illinois. On July 11, 2011, the case was transferred to the United States District Court for the Northern District of Illinois for resolution of the remaining claim, which was consolidated under Peluso v. Orbitz.com, et al., 11 Civ. 4407 on July 14, 2011. On July 13, 2011, plaintiffs filed notices of appeal of the court's orders in the Southern District of New York.On July 26, 2011, the court granted plaintiff's motion to voluntarily dismiss the claim against the Company in the Northern District of Illinois. The consolidated action, however, remains pending.
Administrative Proceedings and Other Possible Actions
At various times, the Company has also received inquiries or proposed tax assessments from municipalities and other taxing jurisdictions relating to the Company's charges and remittance of amounts to cover state and local hotel occupancy and other related taxes. Among others, the City of Phoenix, Arizona (on behalf of itself and 12 other Arizona cities); the City of Paradise Valley, Arizona; the City of Greenwood Village, Colorado; City of Littleton, Colorado; City of Golden, Colorado; City and County of Broomfield, Colorado; City of Colorado Springs, Colorado; City of Breckenridge, Colorado; City of Durango, Colorado; City of Grand Junction, Colorado; City of Greeley, Colorado; City of Lafayette, Colorado; City of Silverthorne, Colorado; City of Loveland, Colorado; City of Glendale, Colorado; City of Glenwood Springs, Colorado; City of Lakewood,
Colorado; Arlington, Texas; Lake County, Indiana; Saratoga County, New York and state tax officials from Arkansas, Colorado, Kentucky, Louisiana, Maryland, Michigan, Ohio, Pennsylvania, Texas, West Virginia, Wisconsin, and Wyoming have begun formal or informal administrative procedures or stated that they may assert claims against the Company relating to allegedly unpaid state or local hotel occupancy or other taxes. Between 2008 and 2010, the Company received audit notices from more than forty cities in the state of California. The audit proceedings in those cities have not yet been active but are not yet concluded. In June 2012, the City and County of San Francisco issued a second set of assessments to the Company, covering the period from the fourth quarter of 2008 through the fourth quarter of 2011. The Company administratively appealed those assessments, and the appeal was denied. At the conclusion of the administrative process, the Company paid the assessed amounts of approximately $2.7 million in January 2013 in order to be able to challenge the assessment in court. The Company intends to file a claim for refund. The Company has also been contacted for audit by five counties in the state of Utah, fifteen cities and counties in the state of Colorado, and by the City of St. Louis, Missouri
OFT Inquiry
In July 2012, the Office of Fair Trading (the "OFT"), the competition authority in the United Kingdom, issued a "Statement of Objections" ("SO") to Booking.com, which sets out its preliminary views on why it believes Booking.com and others in the hotel online booking sector have allegedly breached E.U. and U.K. competition law. The SO alleges, among other things, that there are agreements or concerted practices between hotels and Booking.com and at least one other OTC that restrict Booking.com's (and the other travel company's) ability to discount hotel room reservations, which the OFT alleges is a form of resale price maintenance.
The Company disputes the allegations in the SO and intends to contest them vigorously. Booking.com runs an agency model hotel reservation platform in which hotels have complete discretion and control over setting the prices that appear on the Booking.com website. Booking.com is a facilitator of hotel room reservations; it does not take possession of or title to hotel rooms and is not a reseller of hotel rooms. Because Booking.com plays no role in price setting, does not control hotel pricing and does not resell hotel rooms, it does not believe that it engages in the conduct alleged in the SO. The Company will have the right to respond to the allegations in the SO in writing and orally (which it expects to do in the first half of 2013). If the OFT chooses to maintain its objections after hearing Booking.com's responses, the OFT will issue a "Decision" which will state its case against Booking.com and others under investigation. The Company expects that a final infringement Decision, if any, will be issued at the earliest in the second half of 2013. The Company is seeking the additional refund from the State of Hawaii of approximately $4 million in tax previously paid in excess of its actual liability, which will have the opportunity to challenge an adverse Decision by the OFTbe recorded as a reduction in cost of revenues in the U.K. courts.periods in which the cash refunds are received.
In connection with a Decision, the OFT may impose a fine against Booking.com. The Company estimates that a fine could range from $0 to approximately $50 million. A fine in this amount could adversely impact the Company's cash flow and results of operations. In addition, the OFT may require changes to Booking.com's business practices, including changes to its approach to pricing and the use of "Most Favored Nation" clauses in contracts with hotels. The Company is unable at this time to predict the outcome of the proceedings before the OFT and, if necessary, before the U.K. courts, and the impact of changes to its business practices that may be required, if any, on its business, financial condition and results of operations. In addition, the Company is also unable to predict at this time the extent to which other regulatory authorities may pursue similar claims against it.Patent Infringement
Lawsuits Alleging Antitrust Violations
On August 20, 2012, oneFebruary 9, 2015, International Business Machines Corporation ("IBM") filed a complaint was filed on behalf of a putative class of persons who purchased hotel room reservations from certain hotels (the “Hotel Defendants”) through certain OTCs, including the Company. The initial complaint, Turik v. Expedia, Inc., Case No. 12-cv-4365, filed in the U.S. District Court for the Northern District of California,Delaware against The Priceline Group Inc. and its subsidiaries KAYAK Software Corporation, OpenTable, Inc. and priceline.com LLC (the "Subject Companies"). In the complaint, IBM alleges that the Hotel DefendantsSubject Companies have infringed and continue to willfully infringe certain IBM patents that IBM claims relate to the presentation of applications and advertising in an interactive service, preserving state information in online transactions and single sign-on processes in a computing environment and seeks unspecified damages (including a request that the amount of compensatory damages be trebled), injunctive relief and costs and reasonable attorneys’ fees. The Subject Companies believe the claims to be without merit and intend to contest them.
French and Italian Tax Matters
French tax authorities recently concluded an audit that started in 2013 of the years 2003 through 2012. They are asserting that Booking.com has a permanent establishment in France and are seeking to recover what they assert are unpaid income taxes and value-added taxes ("VAT"). In December 2015, the French tax authorities issued an assessment for approximately 356 million Euros, the majority of which would represent penalties and interest. The Company believes that Booking.com has been, and continues to be, in compliance with French tax law, and the OTC defendants violated federal and state laws by entering into a conspiracyCompany intends to enforce a minimum resale price maintenance scheme pursuantcontest the assessment. If the Company is unable to which putative class members paid inflated prices for hotel room reservations that they purchased throughresolve the OTC defendants. Thirty-one other complaints containing similar allegations have been filedmatter with the French authorities, it would expect to challenge the assessment in a number of federal jurisdictions across the country and one of themFrench courts. In order to contest the assessment in Minnesota state court (which was then removed to federal court, the “Mooney Action”). PlaintiffsCompany may be required to pay, upfront, the full amount or a significant part of any such assessment, though any such payment would not constitute an admission by it that it owes the tax. French authorities may decide to also audit subsequent tax years, which could result in these actions seek treble damages and injunctive relief. additional assessments.
Similarly, Italian tax authorities have initiated a process to determine whether Booking.com should be subject to additional tax obligations in Italy. While the Company believes that it complies with Italian tax law, Italian tax authorities may determine that the Company owes additional taxes, and may also assess penalties and interest. The Judicial Panel on Multidistrict Litigation (“JPML”) heard arguments on a motion for consolidationCompany believes that it has been, and transfer of pretrial proceedings under 28 U.S.C. § 1407 on November 29, 2012. Pursuantcontinues to JPML orders, thirty of the cases have now been consolidated before Judge Boylebe, in the U.S. District Court for the Northern District of Texas. On January 29, 2013, plaintiff in the Mooney Action filed a voluntary notice of dismissalcompliance with prejudice. The case was dismissed with prejudice on January 31, 2013.Italian tax law.
Other
The Company intends to defend vigorously against the claims in all of the proceedings described in this Note 16. The
Company has accruedaccrues for certain legal contingencies where it is probable that a loss has been incurred and the amount can be reasonably estimated. Except as disclosed, suchSuch accrued amounts accrued are not material to the Company's consolidated balance sheets and provisions recorded have not been material to the Company's consolidated results of operations or cash flows. The Company is unable toAn estimate for a reasonably possible loss or range of loss.loss in excess of the amount accrued cannot be reasonably made.
From time to time, the Company has been, and expects to continue to be, subject to legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of third partythird-party intellectual property rights. Such claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources, divert management's attention from the Company's business objectives and adversely affect the Company's business, results of operations, financial condition and cash flows.
Contingent Consideration for Business Acquisitions (see Note 19)
Employment Contracts
The Company has employment agreements with certain members of senior management that provide for cash severance payments of up to approximately $25$24.8 million,, accelerated vesting of equity instruments, including without limitation, restricted stock options, restricted stock units and performance share units upon, among other things, death or termination without "cause" or "good reason," as those terms are defined in the agreements, and a gross-up for the payment of "golden parachute" excise taxes.agreements. In addition, certain of the agreements provide for the extension of health and insurance benefits after termination for periods up to three years.
Operating Leases
The Company leases certain facilities and equipment through operating leases. Rental expense for leased office space was approximately $64.8 million, $30.9 million, $17.757.2 million and $10.440.0 million for the years ended December 31, 20122015, 20112014 and 20102013, respectively. Rental expense for data center space was approximately $21.6 million, $14.9 million and $12.5 million for the years ended December 31, 2015, 2014 and 2013, respectively.
The Company’s executive, administrativeCompany's headquarters and U.S. operating offices and network operations centerthe headquarters of the priceline.com business are located in approximately 70,000 square feetNorwalk, Connecticut, United States of leased office space located in Norwalk, Connecticut. TheAmerica, where the Company also leases approximately 49,000102,000 square feet of office spacespace. The Booking.com business is headquartered in Grand Rapids, Michigan. Booking.com LimitedAmsterdam, Netherlands, where the Company leases approximately 32,000258,000 square feet of office spacespace; the KAYAK business is headquartered in Cambridge, England. Booking.com B.V.Stamford, Connecticut, United States of America, where the Company leases approximately 596,00018,000 square feet of office spacespace; the agoda.com business has significant support operations in Amsterdam, Netherlands and in 43 other countries in support of its international operations. AgodaBangkok, Thailand, where the Company leases approximately 102,00095,000 square feet of office spacespace; the OpenTable business is headquartered in Bangkok, Thailand and in 22 other countries in supportSan Francisco, California, United States of its international operations. Rentalcars.comAmerica, where the Company leases approximately 29,00051,000 square feet of office spacespace; and the rentalcars.com business is headquartered in Manchester, England.England, where the Company leases approximately 45,000 square feet of office space. The Company leases additional office space to support its operations in various locations around the world, including hosting and data center facilities in the United States, the United Kingdom, Switzerland, the Netherlands, Germany, Singapore and Hong Kong and sales and support facilities in numerous locations.
The Company does not own any real estate as of December 31, 2015. Minimum payments for operating leases for office space, data centers and equipment having initial or remaining non-cancellable terms in excess of one year have been translated into U.S. Dollars at the December 31, 20122015 spot exchange rates, as applicable, and are as follows (in thousands):
|
| | | | | | | | | | | | |
| 2013 | | 2014 | | 2015 | | 2016 | | 2017 | | After 2017 | | Total |
| $31,487 | | $32,070 | | $30,251 | | $26,185 | | $20,936 | | $78,100 | | $219,029 |
|
| | | | | | | | | | | | |
| 2016 | | 2017 | | 2018 | | 2019 | | 2020 | | After 2020 | | Total |
| $92,552 | | $80,262 | | $71,612 | | $61,286 | | $52,957 | | $106,859 | | $465,528 |
Contingent Purchase Price
On November 6, 2007, the Company and a newly-formed, indirect wholly-owned subsidiary of the Company, acquired 100% of the total share capital of priceline.com Mauritius Company Limited (formerly known as the Agoda Company, Ltd.) and AGIP LLC. The purchase price for the acquisition, including acquisition costs, consisted of an initial purchase price of approximately $16 million. In addition, contingent consideration was payable by the Company if Agoda achieved specified "gross bookings" and earnings targets from January 1, 2008 through December 31, 2010. Based upon actual results for the three year period ended December 31, 2010, the Company recorded a liability and increased goodwill by $60.1 million in 2010, which did not impact the Consolidated Cash Flows for 2010. The amount was reflected as an investing cash outflow in 2011.
Priceline.com hasThe Company maintains a defined contribution 401(k) savings plan (the "Plan") covering certain U.S. employees. In connection with acquisitions, effective as of the date of such acquisitions, the Company assumed defined contribution plans covering the U.S. employees who are at least 21 years old. The Plan allows eligible employees to contribute up to 75%of their eligible earnings, subject to a statutorily prescribed annual limit. All participants are fully vested in their contributions and investment earnings. The Company makes a 50% match of employee contributions up to 6% of qualified compensation.the acquired companies. The Company also maintains certain other defined contribution plans outside of the United States for which it provides 50% of the contributions for participating employees. The Company’sCompany's matching
contributions during the years ended December 31, 20122015, 20112014 and 20102013 were approximately $5.08.4 million, $2.86.2 million and $1.85.8 million, respectively.
| |
18. | GEOGRAPHIC INFORMATION |
The geographic information is based upon the location of the Company’s subsidiaries (in thousands).
|
| | | | | | | | | | | | | | | | | | | |
| | United States | | The Netherlands | | United Kingdom | | Other | | Total Company |
| 2012 | |
| | |
| | |
| | |
| | |
|
| Revenues | $ | 1,661,710 |
| | $ | 2,675,976 |
| | $ | 491,376 |
| | $ | 431,894 |
| | $ | 5,260,956 |
|
| Intangible assets, net | 1,337 |
| | 137,255 |
| | 68,430 |
| | 1,091 |
| | 208,113 |
|
| Goodwill | 37,306 |
| | 149,464 |
| | 259,788 |
| | 76,114 |
| | 522,672 |
|
| Other long-lived assets | 76,623 |
| | 37,035 |
| | 26,375 |
| | 16,549 |
| | 156,582 |
|
| | | | | | | | | | |
| 2011 | |
| | |
| | |
| | |
| | |
|
| Revenues | $ | 1,761,065 |
| | $ | 1,638,851 |
| | $ | 709,393 |
| | $ | 246,301 |
| | $ | 4,355,610 |
|
| Intangible assets, net | 1,776 |
| | 78,850 |
| | 117,906 |
| | 1,619 |
| | 200,151 |
|
| Goodwill | 37,306 |
| | 142,576 |
| | 248,789 |
| | 76,113 |
| | 504,784 |
|
| Other long-lived assets | 148,150 |
| | 22,716 |
| | 15,939 |
| | 12,087 |
| | 198,892 |
|
| | | | | | | | | | |
| 2010 | |
| | |
| | |
| | |
| | |
|
| Revenues | $ | 1,640,673 |
| | $ | 916,617 |
| | $ | 419,709 |
| | $ | 107,906 |
| | $ | 3,084,905 |
|
| Intangible assets, net | 3,460 |
| | 91,295 |
| | 135,041 |
| | 2,234 |
| | 232,030 |
|
| Goodwill | 37,306 |
| | 147,214 |
| | 250,261 |
| | 76,113 |
| | 510,894 |
|
| Other long-lived assets | 180,623 |
| | 7,401 |
| | 9,584 |
| | 7,957 |
| | 205,565 |
|
| |
19.17. | SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)GEOGRAPHIC INFORMATION |
The Company's international information consists of the results of Booking.com, agoda.com and rentalcars.com and the results of the internationally-based websites of KAYAK since May 21, 2013 and OpenTable since July 24, 2014 (in each case regardless of where the consumer resides, where the consumer is physically located while making a reservation or the location of the travel service provider or restaurant). The Company's geographic information is as follows (in thousands):
|
| | | | | | | | | | | | | | | |
| | First Quarter | | Second Quarter | | Third Quarter | | Fourth Quarter |
| | (In thousands, except per share data) |
| | | | | | | | |
| 2012 | |
| | |
| | |
| | |
|
| | | | | | | | |
Total revenues(1) | $ | 1,037,247 |
| | $ | 1,326,759 |
| | $ | 1,706,310 |
| | $ | 1,190,640 |
|
| | | | | | | | |
| Gross profit | 743,288 |
| | 1,004,142 |
| | 1,396,501 |
| | 939,750 |
|
| | | | | | | | |
| Net income | 181,816 |
| | 352,654 |
| | 599,973 |
| | 289,595 |
|
| | | | | | | | |
| Net income applicable to common stockholders | 181,970 |
| | 352,347 |
| | 596,586 |
| | 288,663 |
|
| | | | | | | | |
| Net income applicable to common stockholders per basic common share | $ | 3.65 |
| | $ | 7.07 |
| | $ | 11.97 |
| | $ | 5.79 |
|
| | | | | | | | |
| Net income applicable to common stockholders per diluted common share | $ | 3.54 |
| | $ | 6.88 |
| | $ | 11.66 |
| | $ | 5.63 |
|
|
| | | | | | | | | | | | | | | |
| | 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 |
|
18. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
_____________________________
|
| | | | | | | | | | | | | | | |
| | 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 | First Quarter | | Second Quarter | | Third Quarter | | Fourth Quarter |
| | (In thousands, except per share data) | (In thousands, except per share data) |
| | | | | | | | | | | | | | | |
| 2011 | |
| | |
| | |
| | |
| |
| 2014 | | |
| | |
| | |
| | |
|
| | | | | | | | | | | | | | | |
Total revenues(1) | $ | 809,320 |
| | $ | 1,102,716 |
| | $ | 1,452,804 |
| | $ | 990,770 |
| $ | 1,641,802 |
| | $ | 2,123,575 |
| | $ | 2,836,497 |
| | $ | 1,840,097 |
|
| | | | | | | | | | | | | | | |
| Gross profit | 505,808 |
| | 749,227 |
| | 1,100,148 |
| | 724,697 |
| 1,406,471 |
| | 1,882,996 |
| | 2,619,978 |
| | 1,674,685 |
|
| | | | | | | | | |
| Net income | 104,013 |
| | 256,277 |
| | 472,886 |
| | 225,955 |
| |
| | | | | | | | | | | | | | | |
| Net income applicable to common stockholders | 104,790 |
| | 256,368 |
| | 469,499 |
| | 225,715 |
| 331,218 |
| | 576,451 |
| | 1,062,253 |
| | 451,831 |
|
| | | | | | | | | | | | | | | |
| Net income applicable to common stockholders per basic common share | $ | 2.12 |
| | $ | 5.16 |
| | $ | 9.43 |
| | $ | 4.53 |
| $ | 6.35 |
| | $ | 11.00 |
| | $ | 20.27 |
| | $ | 8.65 |
|
| | | | | | | | | | | | | | | |
| Net income applicable to common stockholders per diluted common share | $ | 2.05 |
| | $ | 5.02 |
| | $ | 9.17 |
| | $ | 4.41 |
| $ | 6.25 |
| | $ | 10.89 |
| | $ | 20.03 |
| | $ | 8.56 |
|
_____________________________
(1) As the Company's retail hotelaccommodation business, which recognizes revenue at the completion of the stay, continues to expand, our quarterly results become increasingly impacted by seasonal factors.
2019. . ACQUISITIONACQUISITIONS
Acquisition activity in 2015
In November 2012,The Company paid approximately $75 million, net of cash acquired, to acquire certain businesses in 2015. The Company's consolidated financial statements include the accounts of these businesses starting at their respective acquisition dates.Revenues and earnings of these businesses since their respective acquisition date and pro forma results of operations have not been presented separately as such financial information is not material to the Company's results of operations. As of December 31, 2015, the Company entered intorecognized a definitive agreementliability of approximately $9 million for estimated contingent payments. The estimated acquisition-date contingent liability is based upon the probability-weighted average payments for specific performance factors from the acquisition date through the performance period which ends at March 31, 2019. The range of undiscounted outcomes for the estimated contingent payments is approximately $0 to acquire KAYAK Software Corporation ("KAYAK")$90 million.
Acquisition activity in 2014
OpenTable, Inc.
On July 24, 2014, the Company acquired OpenTable, Inc., a leading travel meta-search website,online restaurant reservation business, in a stock and cash transaction. Under the termsThe purchase price of the agreement, the transaction values KAYAK at $1.8OpenTable was approximately $2.5 billion ($1.65 (approximately $2.4 billion net of cash acquired) or $40.00$103.00 per share of KAYAKOpenTable common stock, with $500 million to be paid in cash, which is expected to be madestock. The Company funded the acquisition from cash on hand in the United States and $1.3 billion to be paid$995 million borrowed under the Company's previous revolving credit facility, which the Company repaid during the third quarter of 2014. Also, in shares of our common stock andconnection with this acquisition, the Company assumed unvested employee stock options (subject to a volume-weighted average trading price calculation and a collar on therestricted stock units with an acquisition fair value of our common stock). The transaction is expected to be completed in the first half of 2013, pending approval from relevant regulatory authorities and KAYAK shareholders.approximately $95 million.
OpenTable has built a strong brand helping diners secure restaurant reservations online across the United States and select non-U.S. markets. OpenTable also helps restaurants manage their reservations and connect directly with their customers. The finalCompany believes that OpenTable has significant global potential and intends to leverage its international experience and capabilities in support of OpenTable's international growth.
The purchase price will be based on the fair valueallocations were completed as of December 31, 2014. The aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows (in millions): |
| | | | |
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 |
|
(1) Includes cash acquired of $126 million.
(2) Acquired definite-lived intangibles, with a weighted-average life of 18.8 years, consisted of trade names of $1.1 billion with an estimated useful life of 20 years, supply and distribution agreements of $290 million with an estimated useful life of 15 years, and technology of $15 million with estimated useful life of 5 years.
(3) Goodwill is not tax deductible.
(4) Includes deferred tax liabilities of $543 million.
The Company's consolidated financial statements include the volume-weighted average trading price calculationaccounts of OpenTable starting on July 24, 2014. OpenTable's revenues and earnings since the acquisition date and pro forma results of operations have not been presented separately as such financial information is not material to the Company's results of operations.
Other
In the second quarter of 2014, the Company acquired certain businesses that provide hotel marketing services. The Company's consolidated financial statements include the accounts of these businesses starting at their respective acquisition dates. The Company paid approximately $98 million, net of cash acquired, to purchase these businesses. As of December 31, 2014, the Company recognized a liability of $10.7 million for estimated contingent payments related to an acquisition. In 2015, the Company paid $18.4 million to settle this contingent liability. The cash payment related to the acquisition-date estimated fair value of $10.7 million is reported as a financing activity and the collarremaining cash payment of $7.7 million, which was charged to general and administrative expenses as a fair value adjustment, is included as an operating activity in the Consolidated Statement of Cash Flows for the year ended December 31, 2015.
The Company incurred $6.9 million of professional fees for the year ended December 31, 2014 related to these consummated acquisitions. These acquisition-related expenses were included in general and administrative expenses.
Acquisition activity in 2013
KAYAK Software Corporation
On May 21, 2013, the Company acquired 100% of KAYAK Software Corporation in a stock and cash transaction. The purchase value was $2.1 billion ($1.9 billion net of cash acquired). The Company paid $0.5 billion in cash, from cash on hand in the United States, and $1.6 billion in shares of its common stock (based upon the market value of our common stock, and the closing price of priceline.comCompany's common stock at merger close. If the merger is approved,date) and the fair value of the assumed vested KAYAK stock options. These assumed vested KAYAK stock options are related to pre-combination service. A significant amount of the aggregate purchase price was allocated to definite-lived intangibles and goodwill.
Also in conjunction with the acquisition, the Company assumed unvested KAYAK employee stock options, which relate to post-combination service, with an acquisition date fair value of $57.4 million.
As a result of the acquisition of KAYAK, the Company expensed approximately $8.5 million of professional fees for the year ended December 31, 2013. These acquisition-related expenses were included in general and administrative expenses. In addition, the Company paid approximately $1.2 million of stock issuance costs for the year ended December 31, 2013, with an offsetting charge to additional paid-in capital.
The Company's Consolidated Financial Statements willconsolidated financial statements include the accounts of KAYAK starting aton May 21, 2013. KAYAK's revenues and earnings since the closingacquisition date and pro forma results of operations have not been presented as such financial information is not material to the merger.
Company's results of operations.
INDEX TO EXHIBITS
In reviewing the agreements included as exhibits to this Annual Report on Form 10-K, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. TheSome agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
should not in all instances 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;
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| • | 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.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Annual Report on Form 10‑K and the Company's other public filings, which are available without charge through the SEC's website at http://www.sec.gov.
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| Exhibit Number | Description |
| 2.1(a) | Agreement and Plan of Merger, dated as of November 8, 2012,June 12, 2014, by and among KAYAK Software Corporation,OpenTable, Inc., the Registrant and Produce Merger Sub,Rhombus, Inc. |
| 3.1(b) | Amended and Restated Certificate of Incorporation of the Registrant. |
| 3.2(c) | Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated June 13, 2003. |
3.3(d) | Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated June 3, 2009. |
3.4 | Amended and Restated By-Laws of the Registrant. |
| 4.1 | Reference is hereby made to Exhibits 3.1 3.2, 3.3 and 3.4.3.2. |
4.2(e)4.2(d) | Specimen Certificate for Registrant's Common Stock. |
4.3(f) | Indenture, dated as of March 10, 2010, between the Registrant and American Stock Transfer & Trust Company, LLC as Trustee. |
4.4(g)4.3(e) | Indenture, dated as of March 12, 2012, between the Registrant and American Stock Transfer & Trust Company, LLC as Trustee. |
10.1(h)+4.4(f) | priceline.com 2000 EmployeeIndenture, dated as of June 4, 2013, between the Registrant and American Stock Option Plan.Transfer & Trust Company, LLC as Trustee. |
10.2(i)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. |
| 4.9(k) | Form of 1.800% Senior Note due 2027. |
| 4.10(l) | Officers' Certificate, dated March 3, 2015, for the 1.800% Senior Notes due 2027. |
| 4.11(m) | Form of 3.650% Senior Note due 2025. |
| 4.12(n) | Officers' Certificate, dated March 13, 2015, for the 3.650% Senior Notes due 2025. |
| 4.13(h) | Form of 2.15% Senior Note due 2022. |
| 4.14(h) | Officers' Certificate, dated November 25, 2015, for the 2.15% Senior Notes due 2022. |
| 10.1(o)+ | priceline.com Incorporated 1999 Omnibus Plan (As Amended and Restated Effective June 4, 2008)6, 2013). |
10.3(j)+ | Form of Stock Option Grant Agreement under the 1999 Omnibus Plan. |
10.4(k)+ | Form of Base Restricted Stock Agreement (U.S.) under the 1999 Omnibus Plan. |
10.5(k)+ | Form of Base Restricted Stock Agreement (U.K.) under the 1999 Omnibus Plan. |
10.6(k)+ | Form of Restricted Stock Agreement with non-compete covenants (U.S.) under the 1999 Omnibus Plan. |
10.7(l)+ | Form of Restricted Stock Agreement for Non-Employee Directors under the 1999 Omnibus Plan. |
10.8(m)10.2(p)+ | Form of Restricted Stock Unit Award Agreement for Employees in the Netherlands under the 1999 Omnibus Plan. |
10.9(n)+* | 2010 Form of Performance Share Unit Agreement for awards under the 1999 Omnibus Plan based on the performance of the Registrant's consolidated operations. |
10.10(n)+* | 2010 Form of Performance Share Unit Agreement for awards under the 1999 Omnibus Plan based on the performance of the Registrant's consolidated operations. |
10.11(n)+* | 2010 Form of Performance Share Unit Agreement for awards under the 1999 Omnibus Plan based on the performance of the Registrant's domestic operations on an unconsolidated basis. |
10.12(n)+* | 2010 Form of Performance Share Unit Agreement for awards under the 1999 Omnibus Plan based on the performance of Booking.com operations. |
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10.13(o)10.3(q)+ | 2011 Form of Performance Share Unit Agreement for awards under the 1999 Omnibus Plan to certain U.S.-based executives. |
10.14(o)+ | 2011 Form of Performance Share Unit Agreement for awards under the 1999 Omnibus Plan to Netherlands-based executive. |
10.15(o)+ | 2011 Form of Restricted Stock Unit Agreement for awards under the 1999 Omnibus Plan to non-employee directorsdirectors. |
10.16(p)10.4(r)+ | 20122013 Form of Performance Share Unit Agreement under the 1999 Omnibus Plan. |
10.17(q)10.5(s)+ | priceline.com Incorporated Annual Bonus Plan, dated as2014 Form of February 20, 2007.Performance Share Unit Agreement under the 1999 Omnibus Plan. |
10.18(r)10.6(t)+ | 2015 Form of Performance Share Unit Agreement under the 1999 Omnibus Plan. |
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| 10.7(u)+ | Amended and Restated EmploymentKAYAK Software Corporation 2012 Equity Incentive Plan. |
| 10.8(v)+ | OpenTable, Inc. Amended and Restated 2009 Equity Incentive Award Plan. |
| 10.9(w)+ | Buuteeq, Inc. Amended and Restated 2010 Stock Plan. |
| 10.10+ | Amended and Restated Rocket Travel, Inc. 2012 Stock Incentive Plan. |
| 10.11+ | The Priceline Group Inc. Amended and Restated Annual Bonus Plan. |
| 10.12(r)+ | Form of Non-Competition and Non-Solicitation Agreement. |
| 10.13(x)+ | Transition Agreement dated August 22, 2008,November 7, 2013 by and between the Registrant and Jeffery H. Boyd. |
10.19(s)10.14(t)+ | Letter amendment,Transition Agreement dated December 18, 2008, toMarch 5, 2015 by and between priceline.com LLC and Chris Soder. |
| 10.15(t)+ | Second Amended and Restated Employment Agreement dated March 5, 2015 by and between the Registrant, Booking.com Holding B.V. and Darren R. Huston. |
| 10.16(x)+ | Amended and Restated Non-Competition and Non-Solicitation Agreement dated November 7, 2013 by and between the Registrant and Jeffery H. Boyd.Darren R. Huston. |
10.20(t)10.17(y)+ | Indemnification Agreement, dated September 12, 2011 by and between the Registrant and Darren R. Huston. |
| 10.18(z)+ | Letter agreement, dated October 19, 2005 by and between the Registrant and Daniel J. Finnegan. |
10.21(s)10.19(aa)+ | Letter amendment, dated December 16, 2008, to Letterletter agreement, dated October 19, 2005 by and between the Registrant and Daniel J. Finnegan. |
10.22(s)10.20(bb)+ | Second Amended and Restated Employment Agreement, dated December 18, 2008,April 21, 2015, by and between the Registrant and Peter J. Millones. |
10.23(s)10.21(cc)+ | Amended and Restated Employment Agreement,contract, dated December 18, 2008, by and between the Registrant and Chris Soder. |
10.24(u)+ | Second Amended and Restated Employment Contract, dated November 4, 2011,February 19, 2015, by and between Booking.com Holding B.V. and Kees Koolen.Gillian Tans. |
10.25(v)+ | Indemnification Agreement, dated November 10, 2009, between the Registrant and Kees Koolen. |
10.26(u)+ | Employment Contract, dated September 12, 2011, by and between Booking.com B.V. and Darren Huston |
10.27(u)+ | Indemnification Agreement, dated September 12, 2011, by and between the Registrant and Darren Huston. |
10.28(w) | Confirmation of 7-Year Issuer Capped Share Call Option Transaction between Goldman, Sachs & Co. and the Registrant, dated as of September 21, 2006. |
10.29(w) | Confirmation of 7-Year Issuer Capped Share Call Option Transaction between Merrill Lynch, Pierce, Fenner & Smith Incorporated and the Registrant, dated as of September 21, 2006. |
10.30(x) | Amendment dated October 11, 2006, to Confirmation of 5-Year Issuer Capped Share Call Option Transaction between Goldman, Sachs & Co. and the Registrant, dated as of September 21, 2006 and Confirmation of 7-Year Issuer Capped Share Call Option Transaction between Goldman, Sachs & Co. and the Registrant, dated as of September 21, 2006. |
10.31(x) | Amendment dated October 11, 2006, to Confirmation of 5-Year Issuer Capped Share Call Option Transaction between Merrill Lynch, Pierce, Fenner & Smith Incorporated and the Registrant, dated as of September 21, 2006 and Confirmation of 7-Year Issuer Capped Share Call Option Transaction between Merrill Lynch, Pierce, Fenner & Smith Incorporated and the Registrant, dated as of September 21, 2006. |
10.32(f) | Purchase Agreement, dated as of March 4, 2010, between the Registrant and J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the initial purchasers named therein. |
10.33(u)10.22(dd) | Credit Agreement, dated as of October 28, 2011,June 19, 2015, among the Registrant, the lenders from time to time party thereto, RBS Citizens, N.A., as Documentation Agent,and Bank of America, N.A. and Wells Fargo Bank, National Association, as Co‑Syndication Agents and JPMorgan Chase Bank, N.A., as Administrative Agent. |
10.34(g)12.1 | Purchase Agreement, dated March 7, 2012, between the Registrant and Goldman, Sachs & Co., as representativeStatement of the Initial Purchasers.Ratio of Earnings to Fixed Charges. |
| 21 | List of Subsidiaries. |
| 23.1 | Consent of Deloitte & Touche LLP. |
| 24.1 | Power of Attorney (included in the Signature Page). |
| 31.1 | Certification of Jeffery H. Boyd,Darren R. Huston, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of Daniel J. Finnegan, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1(y)32.1(ee) | Certification of Jeffery H. Boyd,Darren R. Huston, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code). |
32.2(y)32.2(ee) | Certification of Daniel J. Finnegan, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code). |
| 101 | The following financial statements from the Company's Annual Report on Form 10‑K for the year ended December 31, 2012,2015 formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements. |
____________________________
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| + | Indicates a management contract or compensatory plan or arrangement. |
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| (a) | Previously filed as an exhibit to the Current Report on Form 8‑K8-K filed on November 9, 2012June 13, 2014 (File No. 0-25581). |
| (b) | Previously filed as an exhibit to Amendment No. 1 to Registration Statement on Form S‑1 (File No. 333‑69657) filed on February 16, 1999. |
(c) | Previously filed as an exhibit to the Registration Statement on Form S‑3 (File No. 333‑109929) filed on October 23, 2003. |
(d) | Previously filed as an exhibit to the Current Report on Form 8-K filed on June 5, 2009July 18, 2014 (File No. 0-25581). |
(e)(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 (File No. 333-69657) filed on March 18, 1999. |
(f) | Previously filed as an exhibit to the Current Report on Form 8-K filed on March 10, 20101999 (File No. 0-25581)333-69657). |
(g)(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 Registration StatementCurrent Report on Form S‑88-K filed on November 25, 2015 (File No. 333‑55578) filed on February 14, 2001.1-36691). |
| (i) | Previously filed as an exhibit to the Current Report on Form 8‑K8-K filed on June 4, 2008September 22, 2014 (File No. 0-25581). |
| (j) | Previously filed as an exhibit to the Registration StatementCurrent Report on Form S-88-K filed on September 26, 2014 (File No. 333-122414) filed on January 31, 2005.0-25581). |
| (k) | Previously filed as an exhibit to the Current Report on Form 8‑K8-K filed on February 7, 2005March 2, 2015 (File No. 0-25581)1-36691). |
| (l) | Previously filed as an exhibit to the Current Report on Form 8‑K8-K filed on February 8, 2006March 4, 2015 (File No. 0-25581)1-36691). |
| (m) | Previously filed as an exhibit to the Current Report on Form 8-K filed on November 8, 2005March 12, 2015 (File No. 0-25581)1-36691). |
| (n) | Previously filed as an exhibit to the Current Report on Form 8-K filed on March 10, 201013, 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). |
(o)(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). |
(p) | Previously filed as an exhibit to the Current Report on Form 8‑K filed on March 8, 2012 (File No. 0-25581). |
(q) | Previously filed as an exhibit to the Current Report on Form 8‑K filed on February 23, 2007 (File No. 0-25581). |
| (r) | Previously filed as an exhibit to the Current Report on Form 8‑K8-K filed on August 6, 2008March 4, 2013 (File No. 0-25581). |
| (s) | Previously filed as an exhibit to the AnnualCurrent Report on Form 10‑K8-K filed for the year ended December 31, 2008on March 7, 2014 (File No. 0-25581). |
| (t) | Previously filed as an exhibit to the Current Report on Form 8‑K8-K filed on October 21, 2005March 6, 2015 (File No. 0-25581)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‑Q10-Q filed for the quarterly periodquarter ended September 30, 20112014 (File No. 0-25581). |
(v) | Previously filed as an exhibit to the Annual Report on Form 10‑K for the year ended December 31, 2009 (File No. 0-25581)1-36691). |
| (w) | Previously filed as an exhibit to the Current ReportRegistration Statement on Form 8‑KS-8 filed on September 27, 2006June 13, 2014 (File No. 0-25581)333-196756). |
| (x) | Previously filed as an exhibit to the Current Report on Form 8-K filed on October 16, 2006November 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. |
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* | Certain portions of this document have been omitted pursuant to a confidential treatment request filed with the Commission pursuant to Rule 24b‑2. The omitted confidential material has been filed separately with the Commission. |
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+ | Indicates a management contract or compensatory plan or arrangement. |
