Priceline 2010 Annual Report Download - page 177

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TravelJigsaw Holdings Limited and its operating subsidiary, TravelJigsaw Limited (collectively, “TravelJigsaw”), a
Manchester, UK-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 TravelJigsaw’s management team retained a noncontrolling ownership interest in
TravelJigsaw Holdings Limited. In addition, certain key members of the management team of Booking.com
purchased a 3% ownership interest in TravelJigsaw from PIL in June 2010 (together with TravelJigsaw
management’s investment, the “Redeemable Shares”). The holders of the Redeemable Shares will have the right to
put their shares to PIL and PIL will have 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 be subject to the put and call options in each of 2011, 2012 and 2013, respectively, during
specified option exercise periods.
Redeemable noncontrolling interests are measured at fair value, both at the date of acquisition and
subsequently at each reporting period. The redeemable noncontrolling interests are reported on the Consolidated
Balance Sheet in mezzanine equity in “Redeemable noncontrolling interests.”
A reconciliation of redeemable noncontrolling interests for the year ended December 31, 2010 is as follows
(in thousands):
2010
Balance, December 31, 2009 $ --
Fair value at acquisition(1) 29,520
Sale of subsidiary shares at fair value(2) 4,311
Net income attributable to noncontrolling interests 601
Fair value adjustment(3) 7,876
Currency translation adjustments 3,443
Balance, December 31, 2010 $ 45,751
(1) The fair value was determined based on the price paid at acquisition.
(2) The Company retained a controlling interest after the sale of the subsidiary shares in June 2010.
(3) The estimated fair value was based upon standard valuation techniques using discounted cash flow analysis and
industry peer comparable analysis.
In connection with the Company’s acquisition of Booking.com B.V. in July 2005 and Booking.com
Limited in September 2004 and the reorganization of its European operations, key managers of Booking.com B.V.
and Booking.com Limited purchased shares of priceline.com International. In addition, these key managers were
granted restricted stock and restricted stock units in priceline.com International shares that vested over time. The
holders of the noncontrolling interests in priceline.com International had the right to put their shares to the Company
and the Company had the right to call their shares at a purchase price reflecting fair value of the shares at the time of
the exercise of the put or call right. During the year ended December 31, 2008, the Company repurchased the
remaining outstanding shares underlying noncontrolling interests for an aggregate purchase price of $154.0 million.
14. ACCUMULATED OTHER COMPREHENSIVE LOSS
The table below provides the balances for each classification of accumulated other comprehensive loss as
of December 31, 2010, 2009 and 2008 (in thousands):
December 31,
2010
December 31,
2009
December 31,
2008
Foreign currency translation
adjustments (1) $
(33,407) $ (3,224) $ (40,506)
Net unrealized gain on
investment securities (2)
518 224 109
Accumulated other
comprehensive loss $ (32,889) $ (3,000) $ (40,397)