Priceline 2014 Annual Report Download - page 109

In the third quarter of 2013, the Company repurchased 484,361 shares for an aggregate cost of $459.2 million . These shares were
covered under our 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, 2014 , 2013 and 2012 , the
Company repurchased 77,761 , 113,503 , and 141,229 shares at an aggregate cost of approximately $103.1 million , $78.8 million and $90.8
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. On February 5, 2015, the Company's Board of Directors authorized the Company to
repurchase up to an additional $3.0 billion of the Company's common stock. 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. As of December 31,
2014 , there were approximately 9.9 million shares of the Company's common stock held in treasury.
On May 18, 2010, the Company, through its wholly-owned subsidiary, 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. Certain key members of rentalcars.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's investment, the
"Redeemable Shares"). The holders of the Redeemable Shares had the right to put their shares to PIL and PIL had 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 were 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 rentalcars.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 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 Sheets in mezzanine equity in "Redeemable
noncontrolling interests."
A reconciliation of redeemable noncontrolling interests for the years ended December 31, 2013 and 2012 is as follows (in thousands):
_____________________________
104
13.
REDEEMABLE NONCONTROLLING INTERESTS
2013 2012
Balance, beginning of period
$
160,287
$
127,045
Net income attributable to noncontrolling interests
135
4,471
Fair value adjustments
(1)
42,522
84,693
Purchase of subsidiary shares at fair value
(1)
(192,530
)
(61,079
)
Currency translation adjustments
(10,414
)
5,157
Balance, end of period
$
—
$
160,287