Priceline 2011 Annual Report Download - page 61

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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, 2011 and 2010; and the related Consolidated Statements of
Operations, Consolidated Statements of Changes in Stockholders’ Equity and Consolidated Statements of Cash Flows for the
years ended December 31, 2011, 2010 and 2009; 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
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:
• 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;
• 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 and
the Company's other public filings, which are available without charge through the SEC's website at http://www.sec.gov.
Exhibit
Number
3.1(a)
3.2(b)
3.3(w)
3.4
4.1
4.2(a)
4.3(y)
10.1(a)+
10.2(c)+
10.3(d)+
10.4(c)+
10.5(c)+
10.6(e)+
10.7(e)+
Description
Amended and Restated Certificate of Incorporation of the Registrant.
Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated June 13, 2003.
Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated June 3, 2009.
Amended and Restated By-Laws of the Registrant.
Reference is hereby made to Exhibits 3.1, 3.2 and 3.3.
Specimen Certificate for Registrant's Common Stock.
Indenture, dated as of March 10, 2010, between the Registrant and American Stock Transfer & Trust Company, LLC
as Trustee.
1997 Omnibus Plan of the Registrant.
1999 Omnibus Plan of the Registrant, as amended.
Priceline.com 2000 Employee Stock Option Plan.
Form of Stock Option Grant Agreement.
Form of Restricted Stock Agreement for restricted stock grants to Board of Directors.
Form of Base Restricted Stock Agreement (U.S.).
Form of Base Restricted Stock Agreement (U.K.).