8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 6, 2016

The Priceline Group Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-36691	06-1528493
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

800 Connecticut Avenue, Norwalk, Connecticut	06854
(Address of principal office)	(zip code)

N/A 

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4c under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.    Results of Operations and Financial Condition

The Priceline Group Provides Certain Prior Period non-GAAP Results under its New Methodology as Previously Reported

As previously disclosed on a Form 8-K filed with the Securities and Exchange Commission on August 4, 2016 (the “Prior 8-K”), the Company intends to cease adjusting both non-GAAP net income and adjusted EBITDA for stock-based employee compensation expense, beginning with financial guidance for the Company's fourth quarter 2016. The Company manages stock-based employee compensation expense as a regular business expense and, although it has been adjusting for such expense to aid investors in comparing its results to those of many other technology companies, feels that it is appropriate to no longer exclude stock-based employee compensation from its non-GAAP financial guidance and reporting. Also as previously disclosed in the Prior 8-K, together with the change regarding stock-based employee compensation, the Company will also discontinue adjusting to exclude the income tax expense where no tax payments are owed because of existing net operating loss carryforwards (“NOLs”), primarily related to U.S. federal and state income taxes, because the benefit of the NOLs represents a smaller contribution to non-GAAP net income and because the majority of the NOLs are approaching expiration.

Results for the third quarter 2016 will be reported under the Company's current non-GAAP methodology. The Company will begin its new approach when it gives guidance for the fourth quarter 2016, which it will provide with the release of its results for the third quarter 2016, and non-GAAP results for the fourth quarter 2016 and the year ended December 31, 2016 will be reported using the new methodology. Other than as indicated, the new approach to the Company's non-GAAP reporting will remain consistent with its current methodology. The Company's earnings releases and commentary on its earnings calls with respect to historical results will focus primarily on GAAP results.

The Company is providing the attached Exhibit 99.1, which recasts certain prior period non-GAAP results under the new methodology, which the Company believes will enable analysts to update their earnings models and will help investors to more easily compare its non-GAAP results under the new methodology with its non-GAAP results of prior periods. In addition, until the new methodology has been in place for a year, the Company will include the recast non-GAAP results from the comparable prior period in its earnings releases.

The information contained in this Item 2.02 and in the attached Exhibit 99.1 shall be treated as "furnished" to the Securities and Exchange Commission for purposes of the Securities Exchange Act of 1934, as amended.

Item 9.01.           Financial Statements and Exhibits

(d)    Exhibits

ExhibitDescription

99.1 Schedule of certain prior period non-GAAP results under new reporting methodology. The information in Exhibit 99.1 shall be treated as "furnished" to the Securities and Exchange Commission for purposes of the Securities Exchange Act of 1934, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE PRICELINE GROUP INC.
By:	/s/ Peter J. Millones
	Name:	Peter J. Millones
	Title:	Executive Vice President, General Counsel and Secretary

Date:  October 6, 2016

EXHIBIT INDEX

Exhibit No.Description

99.1 Schedule of certain prior period non-GAAP results under new reporting methodology.

EX-99.1

Recast of Certain Prior Period Non-GAAP Results    Exhibit 99.1

The Priceline Group Inc.		Three Months Ended																		Year Ended
(In thousands, except per share data)		March 31,			June 30,			September 30,			December 31,			March 31,			June 30,			December 31,
		2015			2015			2015			2015			2016			2016			2015
Reconciliation of Operating Income to Non-GAAP Operating Income
	Operating Income	$	433,969		$	678,331		$	1,488,707		$	657,900		$	550,318		$	732,407		$	3,258,907
(a)	Adjustment to exclude favorable impact of travel transaction tax judgments, rulings and settlements	(16,404		)	—			(13,655		)	—			—			—			(30,059		)
(b)	Amortization of intangible assets	43,328			42,653			42,229			42,767			42,385			43,041			170,977
	Non-GAAP Operating income	$	460,893		$	720,984		$	1,517,281		$	700,667		$	592,703		$	775,448		$	3,399,825
	% of Non-GAAP Gross profit *	27.8		%	34.4		%	51.7		%	37.3		%	29.3		%	31.9		%	39.7		%
Reconciliation of Net Income to Adjusted EBITDA
	Net Income	$	333,327		$	517,032		$	1,196,732		$	504,269		$	374,424		$	580,638		$	2,551,360
(a)	Adjustment to exclude favorable impact of travel transaction tax judgments, rulings and settlements	(16,404		)	—			(13,655		)	—			—			—			(30,059		)
(c)	Depreciation & amortization	65,002			67,674			69,054			70,764			72,871			77,712			272,494
(d)	Interest income	(11,596		)	(13,037		)	(14,682		)	(16,414		)	(20,347		)	(21,292		)	(55,729		)
(d)	Interest expense	33,479			41,547			41,436			43,767			46,894			50,290			160,229
(e)	Loss on extinguishment of convertible debt	3			—			—			—			—			—			3
(f)	Impairment of cost-method investments	—			—			—			—			50,350			12,858			—
(g)	Income tax expense	73,916			131,345			259,438			112,261			86,069			111,910			576,960
	Adjusted EBITDA	$	477,727		$	744,561		$	1,538,323		$	714,647		$	610,261		$	812,116		$	3,475,258
	% of Non-GAAP Gross profit *	28.9		%	35.6		%	52.4		%	38.0		%	30.2		%	33.4		%	40.6		%
Reconciliation of Net Income to Non-GAAP Net Income
	Net Income	$	333,327		$	517,032		$	1,196,732		$	504,269		$	374,424		$	580,638		$	2,551,360
(a)	Adjustment to exclude favorable impact of travel transaction tax judgments, rulings and settlements	(16,404		)	—			(13,655		)	—			—			—			(30,059		)
(b)	Amortization of intangible assets	43,328			42,653			42,229			42,767			42,385			43,041			170,977
(e)	Debt discount amortization related to convertible debt	15,775			15,575			15,703			15,832			15,962			16,093			62,885
(e)	Loss on extinguishment of convertible debt	3			—			—			—			—			—			3
(f)	Impairment of cost-method investments	—			—			—			—			50,350			12,858			—
(h)	Tax impact of Non-GAAP adjustments	(16,203		)	(21,816		)	(16,150		)	(22,222		)	(22,140		)	(22,255		)	(76,391		)
	Non-GAAP Net Income	$	359,826		$	553,444		$	1,224,859		$	540,646		$	460,981		$	630,375		$	2,678,775
Reconciliation of GAAP to Non-GAAP Net Income Per Share
	GAAP weighted average number of diluted common shares outstanding	52,406			52,038			51,130			50,403			50,129			50,059			51,593
	Non-GAAP Net income per diluted common share	$	6.87		$	10.64		$	23.96		$	10.73		$	9.20		$	12.59		$	51.92
	Notes:
*	Non-GAAP gross profit is unchanged from figures previously reported.
(a)	Adjustment for travel transaction taxes (including estimated interest and penalties) principally related to a favorable ruling in the State of Hawaii is recorded in Cost of revenues.
(b)	Amortization of intangible assets is recorded in Depreciation and amortization.
(c)	Depreciation and amortization are excluded from Net income to calculate Adjusted EBITDA.
(d)	Interest income and Interest expense are excluded from Net income to calculate Adjusted EBITDA.
(e)	Non-cash interest expense related to the amortization of debt discount and loss on early extinguishment of convertible debt are recorded in Interest expense and Foreign currency transactions and other, respectively.
(f)	Impairment of cost-method investments is recorded in Other income (expense) and principally relates to our investment in Hotel Urbano.
(g)	Income tax expense is excluded from Net income to calculate Adjusted EBITDA.
(h)	Reflects the tax impact of non-GAAP adjustments.
	For a more detailed discussion of the adjustments described above, please see the section in our most recent earnings press release entitled "Non-GAAP Financial Measures" which provides a definition and information about the use of non-GAAP financial measures.