14. ACQUISITIONS

On July 24, 2014, the Company acquired OpenTable, Inc., a leading online restaurant reservation business, in a cash transaction. The purchase price of OpenTable was approximately $2.5 billion (approximately $2.4 billion net of cash acquired) or $103.00 per share of OpenTable common stock. The Company funded the acquisition from cash on hand in the United States and $995 million borrowed under the Company's revolving credit facility, which the Company had repaid as of September 30, 2014 (see Note 8 for a description of the credit facility). Also, in connection with this acquisition, the Company assumed unvested employee stock options and restricted stock units with an acquisition fair value of approximately $95 million (see Note 2). The Company's consolidated financial statements include the accounts of OpenTable starting on July 24, 2014.

OpenTable has built a strong brand helping diners secure restaurant reservations online at over 31,000 restaurants across the United States and select non-U.S. markets. OpenTable also helps restaurants manage their reservations and connect directly with their customers. The Company believes that OpenTable has significant global potential and intends to leverage its international experience and capabilities in support of OpenTable's international growth.

The purchase price allocations were not completed as of September 30, 2014 and are pending the completion of the valuation of the identifiable intangible assets. The Company plans to complete the valuation of these identifiable intangibles in the fourth quarter of 2014. The aggregate purchase price was preliminarily allocated to the assets acquired and liabilities assumed as follows (in millions):



Current assets⁽¹⁾	$	202
Identifiable intangible assets ⁽²⁾	1,245
Goodwill ⁽³⁾	1,612
Other long-term assets	54
Total liabilities⁽⁴⁾	(584		)
Total consideration	$	2,529

(1) Includes cash acquired of $126 million.

(2) Acquired definite-lived intangibles, with a weighted average life of 18.8 years, consisted of trade names of $980 million with an estimated useful life of 20 years, supply and distribution agreements of $250 million with an estimated useful life of 15 years, and technology of $15 million with estimated useful life of 5 years.

(3) Goodwill is not tax deductible.

(4) Includes deferred tax liabilities of $477 million.

OpenTable's revenues and earnings since the acquisition date and pro forma results of operations have not been presented separately as such financial information is not material to the Company's results of operations.

In the second quarter of 2014, the Company acquired certain businesses which provide hotel marketing services. The Company's consolidated financial statements include the accounts of these businesses starting at their respective acquisition dates. The Company paid approximately $98 million, net of cash acquired, to purchase these businesses. The purchase price allocations were not completed as of September 30, 2014. As of September 30, 2014, the Company recognized a liability of approximately $13 million for estimated contingent payments related to these acquisitions. The estimated contingent payments are based upon probability weighted average payments for specific performance factors from the acquisition dates through December 31, 2018. The range of undiscounted outcomes for the estimated contingent payments is approximately $0 to $71 million.

The Company incurred $6.9 million of professional fees for the nine months ended September 30, 2014 related to these consummated acquisitions.