ACQUISITION ACQUISITION

12 Months Ended

Dec. 31, 2012

Business Combinations [Abstract]

ACQUISITION

ACQUISITION

In November 2012, the Company entered into a definitive agreement to acquire KAYAK Software Corporation ("KAYAK"), a leading travel meta-search website, in a stock and cash transaction. Under the terms of the agreement, the transaction values KAYAK at $1.8 billion ($1.65 billion net of cash acquired) or $40.00 per share of KAYAK common stock, with $500 million to be paid in cash, which is expected to be made from cash on hand in the United States, and $1.3 billion to be paid in shares of our common stock and assumed stock options (subject to a volume-weighted average trading price calculation and a collar on the value of our common stock). The transaction is expected to be completed in the first half of 2013, pending approval from relevant regulatory authorities and KAYAK shareholders.

The final purchase price will be based on the fair value of the assets acquired and liabilities assumed, the volume-weighted average trading price calculation and the collar on the value of our common stock, and the closing price of priceline.com common stock at merger close. If the merger is approved, the Company's Consolidated Financial Statements will include the accounts of KAYAK starting at the closing of the merger.