Jeffery H. Boyd - Chief Executive Officer, President, Member of Group Management Board, Director, Chief Executive Officer of Lowestfare.com and Director of Lowestfare.com Daniel J. Finnegan - Chief Financial Officer, Chief Accounting Officer and Senior Vice President

Herman Leung - Susquehanna Financial Group, LLLP, Research Division Kevin Crissey - UBS Investment Bank, Research Division Jeetil J. Patel - Deutsche Bank AG, Research Division Michael Millman - Millman Research Associates Stephen Ju - Crédit Suisse AG, Research Division Naved Khan - Jefferies & Co. Mark S. Mahaney - Citigroup Inc, Research Division Michael J. Olson - Piper Jaffray Companies, Research Division Justin Post - BofA Merrill Lynch, Research Division Douglas Anmuth - JP Morgan Chase & Co, Research Division Ross Sandler - RBC Capital Markets, LLC, Research Division Scott W. Devitt - Morgan Stanley, Research Division Ingrid Chung - Goldman Sachs Group Inc., Research Division Tom White - Macquarie Research

Welcome to the Priceline Group's Third Quarter 2011 Conference Call. Priceline would like to remind everyone that this call may contain forward-looking statements, which are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future performance, and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially from those expressed, implied or forecasted in any such forward-looking statements. Expressions of future goals and similar expressions reflecting something other than historical fact are intended to identify forward-looking statements. For a list of factors that could cause Priceline's actual results to differ materially from those described in the forward-looking statements, please refer to the Safe Harbor statements at the end of Priceline's earnings press release, as well as Priceline's most recent filings with the Securities and Exchange Commission. Unless required by law, Priceline undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. A copy of Priceline's earnings press release, together with an accompanying financial and statistical supplement, is available in the Investor Relations section of Priceline's website located at www.priceline.com. And now, I'd like to introduce the Priceline Group speakers for this afternoon, Jeff Boyd and Dan Finnegan. Go ahead, gentlemen. Jeffery H. Boyd: Thank you very much. Welcome to Priceline's Third Quarter Conference Call. I'm here with Priceline's CFO, Dan Finnegan. I will make some opening remarks, and Dan will give a detailed financial review. After the prepared portion, we will take questions. Priceline reported consolidated gross bookings for the third quarter of approximately $6.3 billion, up 56% year-over-year. Non-GAAP net income was $513 million, or $9.95 per share, up 88% versus prior year. Third quarter results surpassed First Call consensus estimates of $9.30 per share and our guidance for the quarter. Worldwide hotel room night reservations were $40.6 million for the quarter, up 47% year-over-year. Growth rates for our international businesses surpassed our guidance with 61% gross bookings growth on a local currency basis. Growth rates benefited generally from growth in new markets from Booking.com, continued high absolute growth rates for Agoda and TravelJigsaw and increased hotel ADRs. International hotel gross bookings also benefited generally from growth in hotel supply, with Booking.com hotels and other accommodations up 62% year-over-year to 170,000. Booking.com continues to build inventory and sales in high-growth markets, delivering growth in reservations to new destinations and growing demand in those destinations for hotels around the world. As one indicator of its progress, Booking.com has opened 20 local supply offices during the last 12 months. Priceline's domestic gross bookings growth held steady at 13% in the third quarter, due primarily to growth in retail hotel room night gross bookings, aided by improved ADRs, growth in airline ticket sales with higher airfares and growth in rental car reservations. Growth in opaque air tickets again helped the domestic top and bottom line, as airlines used the opaque channel as a revenue management tool while they increased fares. Merchant gross bookings growth of 36% is primarily driven by growth from Agoda and TravelJigsaw, which now represent a significant share of merchant bookings. Most of the sequential decline in merchant growth is attributable to passing the anniversary of the TravelJigsaw acquisition. Agoda reported another quarter of strong year-over-year growth in gross bookings, contributing to the overall international and merchant growth we are reporting. Flooding in Thailand is having an impact on travel to that important regional destination. The Agoda and Booking teams are doing a great job serving customers needing to cancel and booking vacations to unaffected destinations. Agoda is also doing a nice job building business to destinations outside of Asia Pacific, but the majority of its business is for trips within the region. TravelJigsaw delivered better-than-anticipated growth in rental car unit sales in the quarter through solid execution in acquiring stock for the high season. The team also continues to work on improvements that will drive business next year and beyond. In summary, the growth in the group's international hotel business exceeded our forecast in the third quarter, and we are pleased with the progress of our brands in building their businesses and gaining share on the competition. We are also pleased with the solid momentum displayed by our third quarter results and fourth quarter outlook, especially given the sheer size of the business and the uncertain macroeconomic environment in which we are operating. I commend my colleagues around the world for their focus and execution. I will now turn the call over to Dan for the detailed financial review. Daniel J. Finnegan: Thanks, Jeff. I'll discuss some of the highlights and operating results and cash flows for the quarter, and then provide guidance for the fourth quarter of 2011. Growth rates mentioned in my remarks are in relation to the prior year comparable period, unless otherwise indicated. Q3 was a strong quarter from a top line growth perspective. Gross bookings grew by 56% as the business gained market share both internationally and in the U.S. Hotel room nights booked grew year-over-year by 47% in the third quarter as we saw deceleration compared to the 56% unit growth rate achieved in Q2 2011. As we mentioned, when we gave Q3 guidance, we expected this higher level of deceleration because we had a softer Q2 comp a year ago and a tougher Q3 2010 comp, where local currency international gross bookings growth accelerated by almost 1,100 basis points sequentially. Also Q3 is the first quarter where TravelJigsaw is included for the full prior year period. Average daily rates, or ADRs, were up on a local currency basis by approximately 2% for our international hotel service and by about 6% for our U.S. hotel service for Q3 2011. In both cases, slightly unfavorable to our assumptions for Q3 guidance. FX rates for the third quarter were also slightly unfavorable to the rates we assumed in our guidance. However, third quarter currency exchange rates provided a substantial benefit to our results expressed in U.S. dollars when compared to the prior year FX rates. The average exchange rates for the third quarter of 2011 for the euro and the pound sterling were approximately 9% and 4% higher, respectively, than the average exchange rates for Q3 2010. Our Q3 international gross bookings grew by 73% and by 61% on a local currency basis, in both cases exceeding the top end of our guidance range. The guidance we gave on August 4 was based upon actual results through that date, and as we said on the call, an assumption that growth rates would continue to decelerate further as we proceeded through the remainder of the quarter. Hotel room night growth rates for our international business didn't decelerate to the extent assumed in our forecast. Rental car days booked were up by 36%. As I just mentioned, this represents organic growth as TravelJigsaw is included for the entire prior year period. We will no longer disclose TravelJigsaw gross bookings separately, but the growth rate for the business is well in excess of this consolidated unit growth rate. Gross bookings growth for our U.S. business of 13% was at the top end of our guidance range. Strong growth in retail hotel room nights booked and higher ADRs were key drivers. Name Your Own Price hotel room nights declined slightly likely as a result of competitors discount hotel initiatives. Airline tickets booked were up by 8% in the quarter, reflecting good growth in Name Your Own Price and retail airline tickets. A 7% increase in average retail ticket prices also contributed to gross bookings growth. The U.S. rental car business had a good quarter helped by availability of discounted rates. The strong gross bookings performance helped drive bottom line results that exceeded the top end of our range of guidance and First Call consensus. Gross profit for the quarter was $1.1 billion, and grew 65% as compared to the prior year. Our international operations generated gross profit of $952 million, which constituted an increase of 80% as compared to the prior year, and an increase of 68% on a local currency basis. Gross profit for our U.S. business amounted $148 million, which represented 8% growth versus prior year. Total operating expenses came in above our guidance, driven primarily by higher than forecasted online advertising expense, which is consistent with our gross bookings over performance. Online advertising expense as a percentage of gross profit was slightly favorable to our guidance and prior year Q3 as a result of decelerating gross bookings growth and better than assumed ad efficiency, partly offset by business mix. Our international business, which relies more on online advertising spend, grew at a faster pace than our U.S. business driving the mixed impact. Sales and marketing expense also exceeded guidance due to increased spending to build content, as well as higher credit card processing costs resulting from a gross booking over-performance for our international merchant businesses. We had a nice expansion in operating leverage in the quarter. Non-GAAP operating income, as a percentage of gross profit, amounted to 58% for Q3 2011 as compared to 54.9% for the prior year. Non-GAAP other expense recorded below operating income in the quarter amounted to $3 million, which is lower than the $6 million of expense we assumed in our guidance. The variance relates mainly to FX hedging gains that resulted from the euro weakening after we gave guidance. Adjusted EBITDA for Q3 amounted to $644 million, which exceeded our guidance range of $595 million to $615 million, and represents 78% growth versus prior year. Non-GAAP net income grew by 88% including a lower year-over-year cash tax rate due to the Innovation Box Tax benefit and a lower statutory rate in the U.K. In terms of cash flow, we generated approximately $560 million of cash from operations during third quarter 2011, which represents an 84% increase versus prior year. We spent about $12 million on CapEx in the quarter, and we spent about $30 million on a year-to-date basis through September 30, which represents a sizable increase compared to prior year. This spending is principally for additional IT capacity and office buildouts to support growth and geographic expansion. We expect future CapEx spending to also be higher than historical prior year levels as we continue to spend to support business growth. At quarter close, our cash and investments of $2.4 billion exceed our outstanding debt balance by about $1.8 billion. We issued an 8-K last week to report that we entered into a new $1 billion revolving credit facility to replace our existing facility, which was expiring next year. The facility has a 5-year term and provides us with significant additional financial flexibility at a reasonable cost. Now for fourth quarter 2011 guidance. Our forecast reflects modest deceleration in unit growth for our worldwide hotel reservation business. FX rates provided a substantial tailwind to our results expressed in U.S. dollars for Q2 and Q3, but not for Q4. The euro and British pound exchange rates decreased from $1.43 per euro and $1.64 per British pound that prevailed when we reported our second quarter earnings. Our Q4 forecast assumes that exchange rates remain at the same $1.38 per euro and $1.60 per British pound as Friday's closing rates, which would result in average exchange rates fairly similar to those that prevailed in Q4 2010. At or near these exchange rates, our local currency growth rates will be similar to our growth rates expressed in U.S. dollars. However, it is important to remember, given the sovereign debt issues facing Europe, that we are likely to see volatility in the euro-dollar exchange rate, which can materially impact our U.S. denominated results. We have hedged contracts in place to substantially shield our fourth quarter EBITDA and net earnings for many fluctuations in the euro or pound versus the dollar between now and the end of the quarter. But these hedges did not offset the impact of translation on our gross bookings, revenue, gross profit and operating income, and do not hedge our earnings beyond the fourth quarter. We are forecasting total gross bookings to grow by 39% to 44%, with U.S. gross bookings growing by approximately 13%. We expect international gross bookings expressed in U.S. dollars to grow by 50% to 55% as compared to last year, and to grow on a local currency basis by approximately 49% to 54%. Our guidance assumes that the rate of year-over-year increase in ADRs for Q4 will be less than what we experienced in Q3 for our international hotel service and about the same as Q3 for our U.S. hotels service. We expect Q4 revenue to grow year-over-year by approximately 27% to 32%, and gross profit dollars to grow by approximately 42% to 47%. As I noted last quarter, we will no longer give guidance for operating expenses on a line-by-line basis. We expect non-GAAP operating income to grow at about the same rate as gross profit, which would result in stable operating leverage with prior year Q4. Adjusted EBITDA is expected to range between $310 million and $330 million, which at the midpoint represents 44% growth versus prior year. We are targeting non-GAAP fully diluted EPS of approximately $4.90 to $5 per share, which at the midpoint represents 46% growth over prior year. Our non-GAAP EPS forecast includes an estimated cash income tax rate of approximately 19%, comprised of international income taxes and alternative minimum tax and state income taxes in the U.S. Our non-GAAP EPS guidance assumes a fully diluted share count of 51.5 million shares based upon Friday's closing stock price of $513.37 per share. We expect to report GAAP EPS of $4.23 to $4.33 per share for Q4. The difference between our GAAP and non-GAAP results is driven by non-GAAP adjustments to exclude stock-based compensation, acquisition-related amortization, noncash interest expense for amortization of debt discount, noncash gains or losses related to early debt conversions, certain noncash income tax expenses and to include the impact on net income attributable to noncontrolling interests or certain of the aforementioned non-GAAP adjustments to arrive at non-GAAP earnings. We also intend to address non-GAAP results to exclude charges or benefits, if any, related to hotel margin tax, judgments, rulings or settlements. We are pleased with the top line performance for the business reported in Q3 and inherent in the guidance for Q4. As we have stated on previous calls, considering the sheer size of the business and progressively more difficult comps as we report against prior year periods which had improving economic conditions, hotel occupancy rates and ADRs, we generally expect that we will experience sequential deceleration in quarterly year-on-year unit growth rates in the future. Our guidance reflects actual results to date and assumes that our growth rate will decelerate through the remainder of the quarter. We believe that our reported results demonstrate considerable resilience given the macroeconomic uncertainty that prevailed throughout the quarter and continues today. While this uncertainty has not had a pronounced impact on our results to date, we have seen short-term volatility in our unit growth rates and cancellation rates for our international business, which makes it more difficult to forecast trends. Our forecast does not assume any material change in macroeconomic conditions in general and conditions in the consumer travel market in particular. Our forecast reflects the negative impact observed thus far from recent severe flooding in Thailand, which is a key market for our Agoda business and the Asian business of Booking.com. If the impact of the flooding in Bangkok were to worsen, our forecast would be negatively impacted to a greater extent. We will now take your questions.

[Operator Instructions] Our first question comes from Tom White of Macquarie. Tom White - Macquarie Research: On the slight hotel unit deceleration, I was hoping you can parse out maybe a little bit the performance of some of maybe your core European markets for Booking.com. Any particular pockets of weakness that maybe you can provide color on? And then so, online ad expense as a percentage of gross profit was down a bit on a year-over-year basis, that's following a couple quarters of increases, any comment there on where exactly you guys are seeing better efficiency in terms of your online ad spend? Daniel J. Finnegan: Okay. In terms of market performance, Tom, we saw strong performance across all of our markets. So the newer markets, being North America for Booking.com, Asia Pacific and South America are still growing at faster rates than our overall consolidated growth rate, but the core markets, Western Europe, Southern Europe continue to post very strong growth for us, and are still a big enough percentage of the total business. But if they were impacted dramatically, you'd notice that in our reported results. In terms of the online advertising, we did have an improvement as a percentage of gross profit versus the prior year. That's principally due to the investments that we made the last couple of quarters. So we were telling you that one of the reasons that the online advertising as a percentage of gross bookings is higher is that our gross bookings were growing at a faster rate, and that those gross bookings would turn into checkouts and revenue, particularly in Q3, which is the seasonal peak for travel for Booking.com. And we saw that happen in Q3. So our gross profit grew at a faster rate than our gross bookings where we had some deceleration, so you see a favorable relationship there. Fundamental advertising efficiency was good, and that was partly offset by the mix impact of our international business growing faster than our U.S. business. Internationally, we spend a higher percentage for online advertising than in the U.S. where it's more repeat customers, and we also have our offline advertising program.

[Operator Instructions] Our next question comes from Ross Sandler of RBS (sic) [RBC] Capital Markets. Ross Sandler - RBC Capital Markets, LLC, Research Division: Just 2 quick questions. First, Dan, can you -- you made some comments that you're not really seeing any impact from macro other than some short-term volatility from cancellations. Can you give us a little bit more color on what you're seeing in Europe right now as it relates to macro? Anything different in 3Q versus prior quarters? And then Jeff, just a question on capital allocation. Given the enormous levels of free cash flow generation, we know you've done buybacks in the past to cover converg, but any thought on share repurchase as the stock kind of stays at current levels? Daniel J. Finnegan: Okay, Ross, on Europe, what we said was we haven't seen any pronounced impact from macro conditions in our reported results for Q3 or in our forecast for Q4. We have seen some volatility in transactional growth rates from week to week and month to month. But overall, it's still blended out to results that we're happy with. We've also seen some volatility in cancellation rates for the Booking.com business. Those are reflected in the gross booking numbers that we report to you, so those are net of cancellations. But we have seen periods where the cancel rate has been proportionately higher than it has been in other periods. And so, we try and discern is that's an impact on the consumer, but there's been nothing there that we've seen that really indicates that there's been a significant impact with the macroeconomic trends. Jeffery H. Boyd: And with respect to capital allocation, our approach hasn't changed. We look at buybacks, acquisitions in the same way that we have in the past. We're opportunistic. We have an approval from our board that's roughly $450 million that remains in place. We purchased this year as part of our compensation programs $160 million worth of common stock. And we remain open to opportunistic transactions on both fronts going forward.

Our next question comes from Ingrid Chung of Goldman Sachs. Ingrid Chung - Goldman Sachs Group Inc., Research Division: So a couple of quick ones. You're now at 170,000 hotel properties. I was wondering if you can give us an idea of how many of those properties are in the U.S., and where you think that 170,000 number could go ultimately? And then, Jeff, you just mentioned in terms of capital allocation, your weighing share repurchases and also M&A. In terms of the M&A, are you more interested in expanding geographically or into new products? Jeffery H. Boyd: Okay. With respect to the first question, we have not given a lot of regional detail about hotels. Of that 170,000, the -- a substantial number is in the United States, both for priceline.com's U.S. business as well as for Booking.com's International business although Booking.com still has ways to go before having, for example, the same number of hotels participating as priceline.com has participating in the United States. There's no good published research for where this number could go. We've seen very significant growth in this number over the past couple of years, which we have reported to you. I think it would be reasonable to expect the growth rate of hotel additions to go down over time. But there's still a lot of opportunity out there. There's a lot of destinations that we're fairly new in. There's a lot of countries where we may have done a good job of developing inventory in the major cities but haven't really gotten out into the smaller villages and towns yet. We have, not only on Booking.com, we have not only hotels, but we also have vacation rentals and bed and breakfast and other types of accommodation, which really opens up development to a much larger number of properties, but those properties would tend to have fewer rooms in them than the larger hotels in the big cities. So those are some of the things to think about when you're looking at that number, and it's also one of the reasons why we really can't give a hard number that this is how many hotels there are in the world, and we'll be satisfied when we have all of them. With respect to mergers and acquisitions, we’ve typically said that we're interested in companies that provide us with new products, new geography, new distribution, in other words, a good brand that has its own customer base that is attractive to us. And those 3 things are still what interest us most as we're looking around at what might be available from an M&A perspective.

Our next question comes from Mark Mahaney of Citigroup. Mark S. Mahaney - Citigroup Inc, Research Division: Any particular comments on what you're seeing out of Google in terms of some of the efforts they've made to try to facilitate hotel bookings on the site. And then can I ask -- also ask a broad question about guidance, which is if I think about on an FX basis, your year-over-year guidance for the fourth quarter is the same as it was for the third quarter despite the Thai flood, the less supportive ADR environment and the greater marco uncertainty? Is there some -- there must be some factor that at the margin and therefore must organically making you more confident in the business. Could you just address that? Jeffery H. Boyd: Okay, Mark, maybe I'll take the first one, and then let Dan have the second one. Google has launched a products providing vertical search results for both air and hotel. The air is based on the IPA search engine, and the hotel is principally based on content that Google receives, mostly from intermediaries, online travel agents and to a lesser extent, directly from the hotels themselves. Looking at how Google has approached the test of these products, it's clear that they would like to have these platforms operate as efficient vehicle for advertisers to get qualified leads because a customer will have seen more information on Google by the time they click on to an advertising link. And if you look at the hotel product, the online travel agents are very prominently featured in the display. With respect to the flight search, that's not the case. And I believe, although I don't know firsthand, that that's principally because limitations that have been placed on Google by the airlines. However, Google has said, and it appears that they're trying to find opportunities for online travel agents to advertise on the air platform as well. Our approach, as an advertiser on Google, is to try to understand their products the best we can and participate in them as effectively as we can, and that's how we've approached the hotel product in particular. A lot of people are concerned about Google's market power, and whether there could be anything anti-competitive coming out of this and a number of other companies, not including ours by the way, raised comments and criticism of the ITA transaction as part of the anti-trust approval of that transaction. But the transaction was approved. The products out on the marketplace, and I think it's incumbent upon our industry to try to find the best ways that we can integrate with the product and to advertise on it, and try to get the well-qualified customers that I think Google is trying to drive towards us. Daniel J. Finnegan: And in terms of the local currency growth rate, will range for Q3 was 49 to 54% and it's the same range for Q4. For Q3, that represented significant deceleration in growth versus what we saw in Q2, and that's the comp issue that I talked about in my prepared remarks. For Q4, it represents a much more modest level of deceleration. And so we're pleased with that, that's based upon what we've seen to date and then assuming some deceleration as we proceed through quarter, as that's our general bent on the business that given the sheer size, we're generally going to decelerate. But overall, the deceleration assumed in that guidance is fairly modest, much more modest compared to what we had in Q3.

Our next question comes from Naved Khan of Jefferies. Naved Khan - Jefferies & Co.: Just a quick question on the flooding in Thailand. Can you give us a sense on the severity or the magnitude of the flooding over there, and what's basically, what kind of impact it might have had on your guidance? Jeffery H. Boyd: So the flooding has impacted a lot of Thailand as a percentage of the whole country, and a lot of it is industrial based. A number of major industrial parks have been flooded, and people who have been looking at the news have seen primary concern about supply chain for the automotive and tech industries since so much of the manufacturing of components happens in Thailand. The concern was, as the floodwaters move from north to south that they would encroach on Bangkok. And in fact, they have encroached on sections of the city to the north, and it's created a lot of very serious dislocation, human dislocation, people having to move out of their homes and so forth. And there's still a worry that floodwaters might get to the center business district of the city, which would create additional problems. And furthermore, the main international airport in Bangkok remains open. The secondary airport was taken out by floods. If something happened to make the main international airport unavailable, that obviously would pose problems for travel. Even though Thailand is an important tourist destination, a leisure destination for the business of both Agoda and Booking.com in the region, just because of the size and the balance of all the other businesses, the impact to date has not been material to our consolidated results. If that were to worsen, I think it'd be difficult to foresee that being material to our business as a whole, but it certainly could be problematic for our Asian business.

Our next question comes from Doug Anmuth of JPMorgan. Douglas Anmuth - JP Morgan Chase & Co, Research Division: Can you just talk a little bit more about South America and the Asian opportunity, and in particular, a year ago, you gave us a little bit more detail here on the numbers in terms of bookings. Can you provide any kind of update on that, and I guess, maybe framing it by thinking about Asia? I know for several quarters, you had talked about it growing at a triple-digit rate. Is it fair to think about that around the same level now? Jeffery H. Boyd: No, we're not going to update those gross numbers at this point in time. As Dan mentioned, the businesses in the newer markets are growing faster than the consolidated international bookings that we’re reporting so you can use that as a rough guideline to try to size the business. The business in South America as a destination is still relatively new. It's a very attractive destination for us because there's a lot of international travel between South America and Europe on the one hand, and the United States on the other. And so, the network that we have allows us to basically build the business more quickly because we have demand for the destination coming out of the gate, and we also have a lot of hotels that are very attractive for South American people to book in Europe and in the United States. It's not as big a market in terms of the current potential as Asia, which has just a bigger base of population and a much bigger and more diverse economic base, but it's still a very attractive market.

Our next question comes from Justin Post of Bank of America. Justin Post - BofA Merrill Lynch, Research Division: A couple things. First, you've had nice margin leverage relative to the gross profit line, and I think you're guiding to kind of -- no bad leverage but no good leverage in Q4. Can you talk about that? And is your marketing or advertising as a percent of gross profit changing at all? And then, when you look at the Asia market, you really have achieved strong success with the agency model in Europe. Is that model what's really getting traction over there, or is it a little bit of a different market versus Europe on how it's kind of developing right now? Daniel J. Finnegan: The first question, Justin, in a quarter like Q4, where the growth rate for gross bookings is similar to the gross profit growth rate, you will likely to see the mix impact that you've seen in prior quarters, also come in to play and drive some deleverage on that line. Fundamental efficiency for our advertising has been good, but with the international brands growing at a faster rate, it's likely we'd have some deleverage on the online advertising line. And then generally, we look to have leverage on the other lines that don't grow to the same extent as our gross profit, and our forecast is that we would be able to maintain stable leverage for the quarter overall. Jeffery H. Boyd: And with respect to agency versus merchant in Asia, as I think most of you guys know, we were operating in Asia with both Agoda, which is merchant model and Booking.com, which is agency model. And both brands are meeting with significant success in the market. In most places, consumers and hotels are happy to operate with either model. There may be a few places where there's an advantage to merchant just because of the logistics of trying to get paid from the hotels. But that, at least in our present view, really represents a fairly small part of the market, and the market that we're addressing today seems to operate very well with both the agency and the merchant model.

Our next question comes from Herman Leung of Susquehanna. Herman Leung - Susquehanna Financial Group, LLLP, Research Division: Two quick questions for you. First, you mentioned the 20 new offices that you guys are building out in the past 12 months. I was wondering if you can kind of talk to us about the number of employees that have been new at the company for less than 12 months, and the potential for them to sort of ramp up over time as they kind of build up efficiencies there? And then the second question is on the -- I think you guys signed a new Marriott deal. I was wondering if that inventory is already accounted for in that 170,000 hotels that you have or not and the opportunity with that particular contract. Jeffery H. Boyd: Okay, so with respect to the supply offices, I can't tell you how many employees are in those 20 new offices, but I think the new employees, and you can check this on the 10-Q, because I think it's in the Q, it's 1,500 so far this year, thereabouts. With respect to the Marriott deal, priceline.com has been doing business with Marriott here in the United States and around the world for U.S. customers for a very long time and had Marriott inventory on our site and that's been available to any of our other brands who would choose to use it. The recent announcement that Marriott made was a deal signed with Booking.com, which has been in place for some months now, and Booking.com has had a significant number of Marriott hotels signed up, not all of them, but a significant number signed up and included in that hotel number that we announced today. The chain hotels are a very important part of the market place here in the United States. And their growth overseas is making them a growing part of those markets especially in the major cities and Booking.com is -- and has been doing business with most of the international chains for some time now.

Our next question comes from Michael Millman of Millman Research. Michael Millman - Millman Research Associates: Can you give us some color regarding airline capacity, how that might be affecting leisure travel, business travel? Is it affecting the -- what you're seeing for hotels? Are people driving or substituting? And secondly, and relatedly, you mentioned that the third -- the U.S. car rental availability was easy, you didn’t use that word, in the third quarter. Fleet seemed to much tighter, could you indicate whether you're seeing that tightness showing up in the availability of capacity for you? Jeffery H. Boyd: Okay, with respect to airline capacity, it's down year-over-year, and the airlines have announced their intention to make further reductions in capacity going towards the end of the year on the order of about 5%. There's been a lot consolidation among the major airlines here in the United States. And one of the consequences of that consolidation is removal of redundant routes and retirement of aircraft and so forth, and I think that's part of it and it's also part and parcel of the airlines' need to keep their fares up, so they have appropriate operating margins. I think most people in the business believe that high airfares and reductions in capacity do have an impact on leisure travel, in particular. And that may generate substitution, although I don't have any data on that. If you look at our business in the United States, it’s been growing at a little bit more than 10% here throughout the course of the year. Certainly, that's higher than the travel space in general. And I think the reason that we're able to do that is because we add new products and improve the website, and launch effective marketing campaigns and are able to drive a little business. But there's no question that higher airfares and less capacity will be a factor for leisure travel demand going forward. With respect to the car rental business, we had, I think, good availability of inventory for all of our businesses around the world in the third quarter. We didn't have a situation where fleet was overly tight and we couldn't get opaque inventory. And we certainly were able to generate enough inventory for significant bookings growth at TravelJigsaw that we mentioned. And I don't have any update for that, that there's been some significant change in fleet availability beyond what we reported for the third quarter.

Our next question comes from Scott Devitt of Morgan Stanley. Scott W. Devitt - Morgan Stanley, Research Division: Jeff one of the early benefits of Booking.com in Europe seemed to be its lower take rate versus merchant rates in the region. I was just wondering how receptive Marriott and beyond the U.S. branded hotels have been to the Booking.com model in the U.S. and how does the revenue margin of the deals that you're cutting in the U.S. compare to similar industry-wide merchant rates? Jeffery H. Boyd: So Scott, without getting into a great deal of detail on what our economics are with the hotels and with the chains, I think suffice it to say that we still believe that the take rate at Booking.com is attractive compared to what's available with our competition. There's definitely -- continues to be pressure by -- especially by the big international chains to drive pricing down in certain markets, not in all markets. And we and others have programs that allow chains to be a little bit more aggressive in trying to drive their performance on the website by paying us a little bit more, and large hotels do participate in those programs. I think that the pressure on distribution costs increased as economic times got better and as occupancy rates improved. And I think that the pressure is still there, but I think you're also, as we're in a time where people are a little bit more uncertain about the economy, having the broadest possible distribution in the -- also is very, very important to all the players.

Our next question comes from Jeetil Patel of Deutsche Bank. Jeetil J. Patel - Deutsche Bank AG, Research Division: I'm kind of following up on Scott's question, but I'm curious, is there any way you can kind of give us a qualitative view of the unit economics of the business as you segment the markets by, let's say Europe, North America, the U.S. versus Asia in terms of kind of overall take rates, as well as the combination of marketing behind that? And the second, around Booking.com, is the game plan or strategy that it's largely marketing Booking.com to international customers looking to travel to the U.S. or is it also U.S. travelers traveling in the U.S. as well? Jeffery H. Boyd: I guess we be fairly reserved in terms of how much regional detail that we give on margin structure. So I think some of the markets that can be a little bit more challenging in Asia in particular where places where -- in parts of Asia or places where there's an incumbent that operates at fairly low margins increases the pressure. So I guess I would feel comfortable saying that our gross margins are not created equal in every single country in which we do business for those reasons. But I don't think I want to go any further than that. With respect to the Booking.com strategy in the United States, the international traveler is a very important part of that strategy. The U.S. traveler, who is finding Booking.com inventory on priceline.com is an important part of that strategy and demand that Booking.com can offer to its hotels. Booking.com advertises in the United States. It advertises in English-language Google. So anybody who does a search on Google could see it there, and as a result, get some U.S. customers coming directly to the Booking.com brand as well.

Our next question comes from Mike Olson of Piper Jaffray. Michael J. Olson - Piper Jaffray Companies, Research Division: Just kind of following up on that, maybe a more broad question on Booking.com in the U.S. Can you just talk about kind of how it's going versus your expectations in general? And do you expect that you'll need to ratchet up marketing to get more brand awareness with U.S. consumers for Booking.com? And maybe qualitatively, is there anything you can say how material to the business you expect it could be in 2012? Jeffery H. Boyd: So in terms of how it's going, we think it's going well. The integration with priceline.com has been successful, successful to the extent that our customers are booking those hotels, and it seems to be helping drive good results for the U.S. retail hotel business. Booking.com principally, and really exclusively advertises online and gets significant brand building by reaching customers online and having them come and experience the website. And that's been a very, very successful approach for Booking.com and to the extent that money is being spent on advertising and that's reaching U.S. customers. It's in the online channels.

Our next question comes from Stephen Ju of Credit Suisse. Stephen Ju - Crédit Suisse AG, Research Division: So digging in a little bit more into your Latin American business, what do you think is the right model longer term for you to be the de facto destination site for the local travelers? Is that agency or merchant, especially given the propensity for consumers in Brazil, for instance, who want to pay for higher ticket items using installment payment plans? Jeffery H. Boyd: Based on our results to date, it certainly appears that the agency model is a very attractive and successful model for business in that region. We're certainly not seeing anything in the numbers that are pointing to a problem. I'm not sure how much demand there is for installment purchase of vacation travel, and I'm not sure that there really is a lot of product that's available to consumers today to do that. Our brands have both agency and merchant model. If that became an important line of business in the region. We would have a way to serve that demand, but it certainly doesn't seem to be creating a barrier to building a good business there with good growth rates over the last couple of years.

And gentlemen, our final question comes from Kevin Crissey of UBS. Kevin Crissey - UBS Investment Bank, Research Division: A couple of your competitors have had significant investments in technology, re-platforming and such, how should we think about your business as we go forward in terms of technology spend? I know you have taken a different approach overall and maybe we're ahead of the game, but I wanted to understand what you think about your technology platform as it stands today and as you look into the future? Jeffery H. Boyd: So we have said repeatedly that we're not interested in trying to build a single technology platform for our brands around the world. It's expensive, it's very complex, and we have great development philosophy on the individual platforms that we operate. And we don't want to put that velocity at risk by creating a centralized element to it. And furthermore, we've been able to find less expensive and seamless ways of sharing inventory and customers without using a common platform, and that's something that we've done for years now between Booking.com, Priceline and Agoda. And we're comfortable with the level of integration that we can achieve operating on separate platforms. As you can see by some of the numbers that Dan gave today and what we reported that our CapEx in the third quarter is a little bit higher than it has been historically. I think that represents a need to continue to invest in the business, principally in technology but also in facilities to take account of the fact that we’ve got a rapidly growing business and a rapidly growing organization. So I think you'll see us make those investments where we believe necessary to make sure that we're -- we've got the technology we need, that we got the performance we need on the website and that we can accommodate high levels of growth on such a big business. But it won't -- I don't foresee us spending massive amounts of money on some integrated project. It's just not something that I think we would do.

And at this time, I like to turn the call back over to Mr. Boyd and Mr. Finnegan for any closing remarks. Jeffery H. Boyd: Thank you very much for participating in the call.

And thank you, gentlemen. Ladies and gentlemen, that does conclude the Priceline Group's Third Quarter 2011 Conference Call. At this time, you may disconnect your lines. Have a great day.