Priceline 2010 Annual Report Download - page 144

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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.
Consolidated Balance Sheets as of December 31, 2010 and 2009; and the related Consolidated Statements
of Operations, Changes in Stockholders’ Equity and Cash Flows for the years ended December 31, 2010, 2009 and
2008; Notes to 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
The exhibits listed below are filed as a part of this Annual Report on Form 10-K. 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. The 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:
x 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;
x 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;
x may apply standards of materiality in a way that is different from what may be viewed as material to you or
other investors; and
x 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.
Exhibit
Number Description
2.1m Share Sale and Purchase Agreement, dated July 14, 2005 by and between the Registrant, ACME Limited
and Blue Sky Investments B.V.
2.2o Articles of Association of priceline.com International Limited, as amended.
3.1a Amended and Restated Certificate of Incorporation of the Registrant.
3.2b Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated June 13, 2003.
3.3jj 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 and 3.3.
4.2a Specimen Certificate for Registrant’s Common Stock.
4.3a Amended and Restated Registration Rights Agreement, dated as of December 8, 1998, among the
Registrant and certain stockholders of the Registrant.
4.4b Registration Rights Agreement, dated as of August 1, 2003, among the Registrant and the initial
purchasers named therein.