Document_and_Entity_Informatio
Document and Entity Information Document (USD $) | 6 Months Ended | ||
In Billions, except Share data, unless otherwise specified | Jun. 30, 2014 | Aug. 01, 2014 | Jun. 30, 2013 |
Document Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'Priceline Group Inc. | ' | ' |
Entity Central Index Key | '0001075531 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Document Type | '10-Q | ' | ' |
Document Period End Date | 30-Jun-14 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q2 | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 52,447,706 | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $32.80 |
UNAUDITED_CONSOLIDATED_BALANCE
UNAUDITED CONSOLIDATED BALANCE SHEETS (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $3,503,899 | $1,289,994 |
Restricted cash | 15,630 | 10,476 |
Short-term investments | 3,660,807 | 5,462,720 |
Accounts receivable, net of allowance for doubtful accounts of $14,592 and $14,116, respectively | 841,133 | 535,962 |
Prepaid expenses and other current assets | 380,284 | 107,102 |
Deferred income taxes | 107,006 | 74,687 |
Total current assets | 8,508,759 | 7,480,941 |
Property and equipment, net | 168,681 | 135,053 |
Intangible assets, net | 976,946 | 1,019,985 |
Goodwill | 1,905,551 | 1,767,912 |
Deferred income taxes | 6,720 | 7,055 |
Other assets | 33,666 | 33,514 |
Total assets | 11,600,323 | 10,444,460 |
Current liabilities: | ' | ' |
Accounts payable | 340,903 | 247,345 |
Accrued expenses and other current liabilities | 555,716 | 545,342 |
Deferred merchant bookings | 569,310 | 437,127 |
Convertible debt (see Note 8) | 41,316 | 151,931 |
Total current liabilities | 1,507,245 | 1,381,745 |
Deferred income taxes | 396,489 | 326,425 |
Other long-term liabilities | 106,858 | 75,981 |
Convertible debt (see Note 8) | 1,764,364 | 1,742,047 |
Total liabilities | 3,774,956 | 3,526,198 |
Convertible debt (see Note 8) | 1,335 | 8,533 |
Stockholders' equity: | ' | ' |
Common stock, $0.008 par value; authorized 1,000,000,000 shares, 61,770,386 and 61,265,160 shares issued, respectively | 480 | 476 |
Treasury stock, 9,329,553 and 9,256,721 shares, respectively | -2,084,533 | -1,987,207 |
Additional paid-in capital | 4,703,329 | 4,592,979 |
Accumulated earnings | 5,126,421 | 4,218,752 |
Accumulated other comprehensive income | 78,335 | 84,729 |
Total stockholders' equity | 7,824,032 | 6,909,729 |
Total liabilities and stockholders' equity | $11,600,323 | $10,444,460 |
UNAUDITED_CONSOLIDATED_BALANCE1
UNAUDITED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Accounts receivable, allowance for doubtful accounts | $14,592 | $14,116 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, authorized shares (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 61,770,386 | 61,265,160 |
Treasury stock, shares (in shares) | 9,329,553 | 9,256,721 |
UNAUDITED_CONSOLIDATED_STATEME
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Agency revenues | $1,474,396 | $1,064,640 | $2,515,540 | $1,834,568 |
Merchant revenues | 567,253 | 580,224 | 1,094,251 | 1,108,788 |
Advertising and other revenues | 81,926 | 35,374 | 155,586 | 38,894 |
Total revenues | 2,123,575 | 1,680,238 | 3,765,377 | 2,982,250 |
Cost of revenues | 240,579 | 296,383 | 475,910 | 588,730 |
Gross profit | 1,882,996 | 1,383,855 | 3,289,467 | 2,393,520 |
Operating expenses: | ' | ' | ' | ' |
Advertising b Online | 639,655 | 463,135 | 1,160,503 | 866,288 |
Advertising b Offline | 58,026 | 32,130 | 111,500 | 59,859 |
Sales and marketing | 75,053 | 59,855 | 139,364 | 112,118 |
Personnel, including stock-based compensation of $35,168, $34,736, $73,971 and $56,445, respectively | 221,852 | 165,997 | 416,383 | 300,215 |
General and administrative | 91,067 | 64,921 | 164,048 | 115,082 |
Information technology | 24,042 | 16,959 | 47,266 | 30,181 |
Depreciation and amortization | 40,287 | 26,027 | 78,663 | 45,107 |
Total operating expenses | 1,149,982 | 829,024 | 2,117,727 | 1,528,850 |
Operating income | 733,014 | 554,831 | 1,171,740 | 864,670 |
Other income (expense): | ' | ' | ' | ' |
Interest income | 1,634 | 1,141 | 2,675 | 2,015 |
Interest expense | -17,106 | -19,633 | -34,851 | -36,962 |
Foreign currency transactions and other | -1,777 | -782 | -7,746 | -3,724 |
Total other income (expense) | -17,249 | -19,274 | -39,922 | -38,671 |
Earnings before income taxes | 715,765 | 535,557 | 1,131,818 | 825,999 |
Income tax expense | 139,314 | 98,117 | 224,149 | 144,267 |
Net income | 576,451 | 437,440 | 907,669 | 681,732 |
Less: net income attributable to noncontrolling interests | 0 | 114 | 0 | 135 |
Net income applicable to common stockholders | $576,451 | $437,326 | $907,669 | $681,597 |
Net income applicable to common stockholders per basic common share | $11 | $8.62 | $17.36 | $13.54 |
Weighted average number of basic common shares outstanding | 52,397 | 50,760 | 52,275 | 50,348 |
Net income applicable to common stockholders per diluted common share | $10.89 | $8.39 | $17.12 | $13.18 |
Weighted average number of diluted common shares outstanding | 52,955 | 52,111 | 53,004 | 51,732 |
UNAUDITED_CONSOLIDATED_STATEME1
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Allocated Share-based Compensation Expense | $35,168 | $34,736 | $73,971 | $56,445 |
UNAUDITED_CONSOLIDATED_STATEME2
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | ||||
Net income | $576,451 | $437,440 | $907,669 | $681,732 | ||||
Other comprehensive income, net of tax | ' | ' | ' | ' | ||||
Foreign currency translation adjustments (1) | -14,499 | [1] | 14,787 | [1] | -6,585 | [1] | -61,819 | [1] |
Unrealized gain (loss) on marketable securities (2) | 83 | [2] | -540 | [2] | 191 | [2] | -501 | [2] |
Comprehensive income | 562,035 | 451,687 | 901,275 | 619,412 | ||||
Less: Comprehensive income (loss) attributable to noncontrolling interests (See Note 11) | 0 | 1,883 | 0 | -10,279 | ||||
Comprehensive income attributable to common stockholders | $562,035 | $449,804 | $901,275 | $629,691 | ||||
[1] | Net of tax of $14,208 and $15,345 for the three and six months ended JuneB 30, 2014, respectively, and net of tax benefit of $12,613 and tax of $14,284 for the three and six months ended 2013, respectively, associated with hedges of foreign denominated net assets. See Note 12. | |||||||
[2] | Net of tax of $5 and $54 for the three and six months ended JuneB 30, 2014, respectively, and net of tax benefit of $258 and $251 for the three and six months ended 2013, respectively. |
UNAUDITED_CONSOLIDATED_STATEME3
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parentheticals) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Tax (benefit) associated with Net Investment Hedges | $14,208 | ($12,613) | $15,345 | $14,284 |
Tax (benefit) associated with marketable securities | $5 | ($258) | $54 | ($251) |
UNAUDITED_CONSOLIDATED_STATEME4
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Earnings | Accumulated Other Comprehensive Income |
In Thousands, unless otherwise specified | ||||||
Balance at Dec. 31, 2013 | $6,909,729 | $476 | ($1,987,207) | $4,592,979 | $4,218,752 | $84,729 |
Balance (in shares) at Dec. 31, 2013 | ' | -61,265 | -9,257 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Net income applicable to common stockholders | 907,669 | ' | ' | ' | 907,669 | ' |
Foreign currency translation adjustments, net of tax of $15,345 | -6,585 | ' | ' | ' | ' | -6,585 |
Unrealized gain on marketable securities, net of tax of $54 | 191 | ' | ' | ' | ' | 191 |
Reclassification adjustment for convertible debt in mezzanine | 7,198 | ' | ' | 7,198 | ' | ' |
Exercise of stock options and vesting of restricted stock units and performance share units | 9,686 | 2 | ' | 9,684 | ' | ' |
Exercise of stock options and vesting of restricted stock units and/or performance share units (in shares) | ' | 216 | ' | ' | ' | ' |
Repurchase of common stock | -97,326 | ' | -97,326 | ' | ' | ' |
Repurchase of common stock (in shares) | ' | ' | -72 | ' | ' | ' |
Stock-based compensation and other stock-based payments | 75,151 | ' | ' | 75,151 | ' | ' |
Conversion of debt | 513 | 2 | ' | 511 | ' | ' |
Conversion of debt (in shares) | ' | 289 | ' | ' | ' | ' |
Vested stock options assumed in an acquisition | 5,584 | ' | ' | 5,584 | ' | ' |
Excess tax benefit on stock-based compensation | 12,222 | ' | ' | 12,222 | ' | ' |
Balance at Jun. 30, 2014 | $7,824,032 | $480 | ($2,084,533) | $4,703,329 | $5,126,421 | $78,335 |
Balance (in shares) at Jun. 30, 2014 | ' | -61,770 | -9,329 | ' | ' | ' |
UNAUDITED_CONSOLIDATED_STATEME5
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Statement of Stockholders' Equity [Abstract] | ' | ' | ' | ' |
Tax (benefit) associated with Net Investment Hedges | $14,208 | ($12,613) | $15,345 | $14,284 |
Tax (benefit) associated with marketable securities | $5 | ($258) | $54 | ($251) |
UNAUDITED_CONSOLIDATED_STATEME6
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
OPERATING ACTIVITIES: | ' | ' |
Net income | $907,669 | $681,732 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation | 32,889 | 21,068 |
Amortization | 45,774 | 24,039 |
Provision for uncollectible accounts, net | 8,122 | 8,181 |
Deferred income taxes | 26,070 | -3,312 |
Stock-based compensation expense and other stock-based payments | 75,151 | 56,804 |
Amortization of debt issuance costs | 2,585 | 2,879 |
Amortization of debt discount | 24,259 | 24,232 |
Loss on early extinguishment of debt | 6,129 | 0 |
Changes in assets and liabilities: | ' | ' |
Accounts receivable | -312,959 | -242,983 |
Prepaid expenses and other current assets | -263,963 | -133,058 |
Accounts payable, accrued expenses and other current liabilities | 312,925 | 328,010 |
Other | 2,334 | 8,907 |
Net cash provided by operating activities | 866,985 | 776,499 |
INVESTING ACTIVITIES: | ' | ' |
Purchase of investments | -4,305,033 | -4,226,562 |
Proceeds from sale of investments | 6,078,411 | 3,652,653 |
Additions to property and equipment | -61,986 | -36,481 |
Acquisitions and other equity investments, net of cash acquired | -101,050 | -330,844 |
Proceeds from settlement of foreign currency contracts | 9,029 | 0 |
Payments on foreign currency contracts | -78,866 | -44,187 |
Change in restricted cash | -5,194 | -546 |
Net cash provided by (used in) investing activities | 1,535,311 | -985,967 |
FINANCING ACTIVITIES: | ' | ' |
Proceeds from the issuance of convertible debt | 0 | 980,000 |
Payment of debt issuance costs | 0 | -29 |
Payments related to conversion of senior notes | -117,830 | 0 |
Repurchase of common stock | -97,326 | -423,285 |
Payments to purchase subsidiary shares from noncontrolling interests | 0 | -192,530 |
Payments of stock issuance costs | 0 | -1,191 |
Proceeds from exercise of stock options | 9,686 | 72,810 |
Excess tax benefit on stock-based compensation | 12,222 | 17,767 |
Net cash (used in) provided by financing activities | -193,248 | 453,542 |
Effect of exchange rate changes on cash and cash equivalents | 4,857 | -18,209 |
Net increase in cash and cash equivalents | 2,213,905 | 225,865 |
Cash and cash equivalents, beginning of period | 1,289,994 | 1,536,349 |
Cash and cash equivalents, end of period | 3,503,899 | 1,762,214 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ' | ' |
Cash paid during the period for income taxes | 385,506 | 247,037 |
Cash paid during the period for interest | 8,080 | 9,540 |
Non-cash fair value increase for redeemable noncontrolling interests | 0 | 42,522 |
Other Significant Noncash Transaction, Investing activities, Contingent Consideration | 24,377 | 0 |
Non-cash financing activity for acquisitions | $5,584 | $1,545,042 |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
BASIS OF PRESENTATION | ' |
BASIS OF PRESENTATION | |
On April 1, 2014, the Company changed its name from priceline.com Incorporated to The Priceline Group Inc. The Priceline Group Inc. (the "Company") is responsible for the Unaudited Consolidated Financial Statements included in this document. The Unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results. The Company prepared the Unaudited Consolidated Financial Statements following the requirements of the Securities and Exchange Commission for interim reporting. As permitted under those rules, the Company condensed or omitted certain footnotes or other financial information that are normally required by GAAP for annual financial statements. These statements should be read in combination with the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2013. | |
The Unaudited Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, including KAYAK Software Corporation ("KAYAK") since its acquisition on May 21, 2013. All inter-company accounts and transactions have been eliminated in consolidation. The functional currency of the Company's foreign subsidiaries is generally the respective local currency. Assets and liabilities are translated into U.S. Dollars at the rate of exchange existing at the balance sheet date. Income statement amounts are translated at the average exchange rates for the period. Translation gains and losses are included as a component of "Accumulated other comprehensive income" on the accompanying Unaudited Consolidated Balance Sheets. Foreign currency transaction gains and losses are included on the Unaudited Consolidated Statements of Operations in "Foreign currency transactions and other." | |
Revenues, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be the same as those for the full year. | |
Recent Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board ("FASB") issued an accounting update which provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward or a tax credit carryforward exists in the same taxing jurisdiction. Per this guidance, an entity must present the unrecognized tax benefit as a reduction to a deferred tax asset, except when the carryforward is not available as of the reporting date under the governing tax law to settle taxes or the entity does not intend to use the deferred tax asset for this purpose. This amendment does not impact the recognition or measurement of uncertain tax positions or the disclosure reconciliation of gross unrecognized tax benefits. The update is effective for public companies beginning after December 15, 2013. The Company adopted this update in the first quarter of 2014 and this accounting update did not have an impact on the Company's consolidated balance sheet. | |
In April 2014, the FASB issued an accounting update which amends the definition of a discontinued operation. The new definition limits discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have or will have a major effect on an entity's operations and financial results. The new definition includes an acquired business that is classified as held for sale at the date of acquisition. The accounting update requires new disclosures of both discontinued operations and a disposal of an individually significant component of an entity. The accounting update is effective for annual and interim periods beginning on or after December 15, 2014. Early adoption is permitted but only for disposals that have not been reported in financial statements previously issued. | |
In May 2014, the FASB and the International Accounting Standards Board ("IASB") issued a new accounting standard on the recognition of revenue from contracts with customers that is designed to create greater comparability for financial statement users across industries and jurisdictions. The core principle of the standard is that an "entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services". Additionally, the new guidance specifies the accounting for some costs to obtain or fulfill a contract with a customer. The new standard will also require enhanced disclosures. The accounting standard is effective for public entities for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted under U.S. GAAP and retrospective application is permitted but not required. The Company is currently evaluating the impact on its consolidated financial statements of adopting this new guidance. |
STOCKBASED_EMPLOYEE_COMPENSATI
STOCK-BASED EMPLOYEE COMPENSATION | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
STOCK-BASED EMPLOYEE COMPENSATION | ' | ||||||||||||||||
STOCK-BASED EMPLOYEE COMPENSATION | |||||||||||||||||
Stock-based compensation expense included in personnel expenses in the Unaudited Consolidated Statements of Operations was approximately $35.2 million and $34.7 million for the three months ended June 30, 2014 and 2013, respectively, and $74.0 million and $56.4 million for the six months ended June 30, 2014 and 2013, respectively. | |||||||||||||||||
The cost of stock-based transactions is recognized in the financial statements based upon fair value. Fair value is recognized as expense on a straight line basis, net of estimated forfeitures, over the employee requisite service period. The fair value of performance share units and restricted stock units is determined based on the number of units granted and the quoted price of the Company's common stock as of the grant date. Stock-based compensation related to performance share units reflects the estimated probable outcome at the end of the performance period. The fair value of employee stock options assumed in acquisitions was determined using the Black-Scholes model and the market value of the Company's common stock at the respective acquisition date. | |||||||||||||||||
Restricted Stock Units and Performance Share Units | |||||||||||||||||
The following table summarizes the activity of restricted stock units and performance share units ("share-based awards") during the six months ended June 30, 2014: | |||||||||||||||||
Share-Based Awards | Shares | Weighted Average Grant Date Fair Value | |||||||||||||||
Unvested at December 31, 2013 | 534,319 | $ | 615.1 | ||||||||||||||
Granted | 101,003 | $ | 1,328.71 | ||||||||||||||
Vested | (181,920 | ) | $ | 470.62 | |||||||||||||
Performance Share Units Adjustment | 27,384 | $ | 795.67 | ||||||||||||||
Forfeited | (4,966 | ) | $ | 843.61 | |||||||||||||
Unvested at June 30, 2014 | 475,820 | $ | 829.82 | ||||||||||||||
As of June 30, 2014, there was $234.9 million of total future compensation cost related to unvested share-based awards to be recognized over a weighted-average period of 2.1 years. | |||||||||||||||||
During the six months ended June 30, 2014, the Company made broad-based grants of 35,788 restricted stock units that generally vest after three years. These share-based awards had a total grant date fair value of $47.2 million based on a weighted average grant date fair value per share of $1,319.74. | |||||||||||||||||
In addition, during the six months ended June 30, 2014, the Company granted 65,215 performance share units to executives and certain other employees. The performance share units had a total grant date fair value of $87.0 million based upon a weighted average grant date fair value per share of $1,333.63. The performance share units are payable in shares of the Company's common stock upon vesting. Subject to certain exceptions for terminations other than for "cause," for "good reason" or on account of death or disability, recipients of these performance share units must continue their service through the three year requisite service period in order to receive any shares. Stock-based compensation related to performance share units reflects the estimated probable outcome at the end of the performance period. The actual number of shares to be issued on the vesting date will be determined upon completion of the performance period, which, for most of these performance share units, ends December 31, 2016, assuming there is no accelerated vesting for, among other things, a termination of employment under certain circumstances. As of June 30, 2014, the estimated number of probable shares to be issued is a total of 65,215 shares. If the maximum performance thresholds are met at the end of the performance period, a maximum number of 130,430 total shares could be issued. If the minimum performance thresholds are not met, 45,786 shares would be issued at the end of the performance period. | |||||||||||||||||
2013 Performance Share Units | |||||||||||||||||
During the year ended December 31, 2013, the Company granted 104,865 performance share units with a grant date fair value of $74.4 million, based on a weighted average grant date fair value per share of $709.74. The actual number of shares to be issued will be determined upon completion of the performance period which ends December 31, 2015. | |||||||||||||||||
At June 30, 2014, there were 103,104 unvested 2013 performance share units outstanding, net of performance share units that were forfeited or vested since the grant date. As of June 30, 2014, the number of shares estimated to be issued pursuant to these performance share units at the end of the performance period is a total of 196,495 shares. If the maximum thresholds are met at the end of the performance period, a maximum of 225,778 total shares could be issued pursuant to these performance share units. If the minimum performance thresholds are not met, 40,408 shares would be issued at the end of the performance period. | |||||||||||||||||
2012 Performance Share Units | |||||||||||||||||
During the year ended December 31, 2012, the Company granted 60,365 performance share units with a grant date fair value of $39.0 million, based on a weighted average grant date fair value per share of $645.86. The actual number of shares to be issued will be determined upon completion of the performance period which ends December 31, 2014. | |||||||||||||||||
At June 30, 2014, there were 57,927 unvested 2012 performance share units outstanding, net of performance share units that were forfeited or vested since the grant date. As of June 30, 2014, the number of shares estimated to be issued pursuant to these performance share units at the end of the performance period is a total of 98,566 shares. If the maximum performance thresholds are met at the end of the performance period, a maximum of 115,854 total shares could be issued pursuant to these performance share units. If the minimum performance thresholds are not met, 36,173 shares would be issued at the end of the performance period. | |||||||||||||||||
Stock Options - Other than Stock Options Assumed in Acquisitions | |||||||||||||||||
The disclosures in this paragraph do not include employee stock options assumed in acquisitions (described below). During the six months ended June 30, 2014, stock options were exercised for 4,700 shares of common stock with a weighted average exercise price per share of $22.47 and an aggregate intrinsic value of $5.8 million. As of June 30, 2014, the aggregate number of shares subject to stock options outstanding and exercisable was 4,300, with a weighted average exercise price per share of $22.64, a weighted average remaining term of 0.8 years and an aggregate intrinsic value of $5.1 million. | |||||||||||||||||
Employee Stock Options Assumed in Acquisitions | |||||||||||||||||
The Company assumed vested and unvested employee stock options as part of the acquisitions completed in the second quarters of 2013 and 2014. The following table summarizes the activity of these assumed employee stock options for the six months ended June 30, 2014: | |||||||||||||||||
Assumed Employee Stock Options | Number of Shares | Weighted Average | Aggregate | Weighted Average Remaining Contractual Term | |||||||||||||
 Exercise Price |  Intrinsic Value (in thousands) | (in years) | |||||||||||||||
Balance, December 31, 2013 | 128,708 | $ | 335.83 | $ | 106,386 | 6.9 | |||||||||||
Assumed in acquisition | 10,520 | $ | 122.75 | ||||||||||||||
Exercised | (28,933 | ) | $ | 319.4 | |||||||||||||
Forfeited | (172 | ) | $ | 452.47 | |||||||||||||
Balance, June 30, 2014 | 110,123 | $ | 319.61 | $ | 97,282 | 6.7 | |||||||||||
Vested and exercisable as of June 30, 2014 | 76,412 | $ | 269.43 | $ | 71,336 | 5.9 | |||||||||||
Vested and exercisable as of June 30, 2014 and expected to vest thereafter, net of estimated forfeitures | 108,387 | $ | 318.09 | $ | 95,913 | 6.6 | |||||||||||
The aggregate intrinsic value of employee stock options assumed in acquisitions that were exercised during the six months ended June 30, 2014 was $28.1 million. During the six months ended June 30, 2014, assumed unvested employee stock options vested for 15,363 shares of common stock with an acquisition date fair value of $6.5 million. | |||||||||||||||||
For the three and six months ended June 30, 2014, the Company recorded stock-based compensation expense related to these unvested assumed employee stock options of $2.7 million and $6.8 million, respectively, and $11.0 million for the three months ended June 30, 2013. As of June 30, 2014, there was $17.0 million of total future compensation costs related to unvested assumed employee stock options to be recognized over a weighted-average period of 2.5 years. |
NET_INCOME_PER_SHARE
NET INCOME PER SHARE | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
NET INCOME PER SHARE | ' | ||||||||||||
NET INCOME PER SHARE | |||||||||||||
The Company computes basic net income per share by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per share is based upon the weighted average number of common and common equivalent shares outstanding during the period. | |||||||||||||
Common equivalent shares related to stock options, restricted stock units and performance share units are calculated using the treasury stock method. Performance share units are included in the weighted average common equivalent shares based on the number of shares that would be issued if the end of the reporting period were the end of the performance period, if the result would be dilutive. | |||||||||||||
The Company's convertible debt issues have net share settlement features requiring the Company upon conversion to settle the principal amount of the debt for cash and the conversion premium for cash or shares of the Company's common stock, at the Company's option. The convertible notes are included in the calculation of diluted net income per share if their inclusion is dilutive under the treasury stock method. | |||||||||||||
A reconciliation of the weighted average number of shares outstanding used in calculating diluted earnings per share is as follows (in thousands):Â | |||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||
June 30, | June 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
Weighted average number of basic common shares outstanding | 52,397 | 50,760 | 52,275 | 50,348 | |||||||||
Weighted average dilutive stock options, restricted stock units and performance share units | 188 | 207 | 271 | 277 | |||||||||
Assumed conversion of Convertible Senior Notes | 370 | 1,144 | 458 | 1,107 | |||||||||
Weighted average number of diluted common and common equivalent shares outstanding | 52,955 | 52,111 | 53,004 | 51,732 | |||||||||
Anti-dilutive potential common shares | 2,161 | 3,108 | 2,077 | 3,044 | |||||||||
 | |||||||||||||
Anti-dilutive potential common shares for the six months ended June 30, 2014 include approximately 1.6 million shares that could be issued under the Company's outstanding convertible notes. Under the treasury stock method, the convertible notes will generally have a dilutive impact on net income per share if the Company's average stock price for the period exceeds the conversion price for the convertible notes. |
INVESTMENTS
INVESTMENTS | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | ||||||||||||||||
INVESTMENTS | ' | ||||||||||||||||
INVESTMENTS | |||||||||||||||||
The following table summarizes, by major security type, the Company's short-term investments as of June 30, 2014 (in thousands): | |||||||||||||||||
Cost | Gross | Gross | Fair | ||||||||||||||
Unrealized | Unrealized |  Value | |||||||||||||||
Gains | Â Losses | ||||||||||||||||
Available for sale securities | |||||||||||||||||
Foreign government securities | $ | 2,291,203 | $ | 669 | $ | (365 | ) | $ | 2,291,507 | ||||||||
U.S. government securities | 1,369,107 | 234 | (41 | ) | 1,369,300 | ||||||||||||
Total | $ | 3,660,310 | $ | 903 | $ | (406 | ) | $ | 3,660,807 | ||||||||
As of June 30, 2014, foreign government securities included investments in debt securities issued by the governments of Germany, the Netherlands, and the United Kingdom. | |||||||||||||||||
The following table summarizes, by major security type, the Company's short-term investments as of December 31, 2013 (in thousands): | |||||||||||||||||
Cost | Gross | Gross | Fair | ||||||||||||||
 Unrealized |  Unrealized |  Value | |||||||||||||||
 Gains |  Losses | ||||||||||||||||
Available for sale securities | |||||||||||||||||
Foreign government securities | $ | 4,019,530 | $ | 233 | $ | (356 | ) | $ | 4,019,407 | ||||||||
U.S. government securities | 1,443,083 | 250 | (20 | ) | 1,443,313 | ||||||||||||
Total | $ | 5,462,613 | $ | 483 | $ | (376 | ) | $ | 5,462,720 | ||||||||
There were no realized gains or losses related to investments for the three and six months ended June 30, 2014 and 2013. | |||||||||||||||||
On August 6, 2014, the Company used its international cash to invest in a five-year Senior Convertible Note issued by Ctrip.com International Ltd. ("Ctrip"). The Note was issued at par with an aggregate principal amount of $500 million. |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
FAIR VALUE MEASUREMENTS | ' | ||||||||||||||||
FAIR VALUE MEASUREMENTS | |||||||||||||||||
Financial assets and liabilities carried at fair value as of June 30, 2014 are classified in the tables below in the categories described below (in thousands): | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
ASSETS: | |||||||||||||||||
Short-term investments | |||||||||||||||||
Foreign government securities | $ | — | $ | 2,291,507 | $ | — | $ | 2,291,507 | |||||||||
U.S. government securities | — | 1,369,300 | — | 1,369,300 | |||||||||||||
Foreign exchange derivatives | — | 6,438 | — | 6,438 | |||||||||||||
Total assets at fair value | $ | — | $ | 3,667,245 | $ | — | $ | 3,667,245 | |||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
LIABILITIES: | |||||||||||||||||
Foreign exchange derivatives | $ | — | $ | 25,411 | $ | — | $ | 25,411 | |||||||||
Financial assets and liabilities carried at fair value as of December 31, 2013 are classified in the tables below in the categories described below (in thousands): | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
ASSETS: | |||||||||||||||||
Short-term investments | |||||||||||||||||
Foreign government securities | $ | — | $ | 4,019,407 | $ | — | $ | 4,019,407 | |||||||||
U.S. government securities | — | 1,443,313 | — | 1,443,313 | |||||||||||||
Foreign exchange derivatives | — | 292 | — | 292 | |||||||||||||
Total assets at fair value | $ | — | $ | 5,463,012 | $ | — | $ | 5,463,012 | |||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
LIABILITIES: | |||||||||||||||||
Foreign exchange derivatives | $ | — | $ | 122,091 | $ | — | $ | 122,091 | |||||||||
There are three levels of inputs to measure fair value. The definition of each input is described below: | |||||||||||||||||
Level 1: | Quoted prices in active markets that are accessible by the Company at the measurement date for | ||||||||||||||||
identical assets and liabilities. | |||||||||||||||||
Level 2: | Inputs that are observable, either directly or indirectly. Such prices may be based upon quoted | ||||||||||||||||
prices for identical or comparable securities in active markets or inputs not quoted on active | |||||||||||||||||
markets, but corroborated by market data. | |||||||||||||||||
Level 3: | Unobservable inputs are used when little or no market data is available. | ||||||||||||||||
Investments in foreign government and U.S. Treasury securities are considered "Level 2" valuations because the Company has access to quoted prices, but does not have visibility to the volume and frequency of trading for all of these investments. For the Company's investments, a market approach is used for recurring fair value measurements and the valuation techniques use inputs that are observable, or can be corroborated by observable data, in an active marketplace. | |||||||||||||||||
The Company's derivative instruments are valued using pricing models. Pricing models take into account the contract terms as well as multiple inputs where applicable, such as interest rate yield curves, option volatility and currency rates. Derivatives are considered "Level 2" fair value measurements. The Company's derivative instruments are typically short-term in nature. | |||||||||||||||||
As of June 30, 2014 and December 31, 2013, the carrying value of the Company's cash and cash equivalents approximated their fair value and consisted primarily of foreign and U.S. government securities and bank deposits. Other financial assets and liabilities, including restricted cash, accounts receivable, accounts payable, accrued expenses and deferred merchant bookings are carried at cost which approximates their fair value because of the short-term nature of these items. See Note 4 for information on the carrying value of investments and Note 8 for the estimated fair value of the Company's Senior Convertible Notes. | |||||||||||||||||
In the normal course of business, the Company is exposed to the impact of foreign currency fluctuations. The Company limits these risks by following established risk management policies and procedures, including the use of derivatives. The Company does not use derivatives for trading or speculative purposes. All derivative instruments are recognized on the Unaudited Consolidated Balance Sheets at fair value. Gains and losses resulting from changes in the fair value of derivative instruments which are not designated as hedging instruments for accounting purposes are recognized on the Unaudited Consolidated Statements of Operations in the period that the changes occur. Changes in the fair value of derivatives designated as net investment hedges are recorded as currency translation adjustments to offset a portion of the translation adjustment of the international subsidiary's net assets and are recognized on the Unaudited Consolidated Balance Sheets in "Accumulated other comprehensive income." | |||||||||||||||||
Derivatives Not Designated as Hedging Instruments — The Company is exposed to adverse movements in currency exchange rates as the operating results of its international operations are translated from local currency into U.S. Dollars upon consolidation. The Company's derivative contracts principally address short-term foreign exchange fluctuations for the Euro and British Pound Sterling versus the U.S. Dollar. As of June 30, 2014 and December 31, 2013, there were no outstanding derivative contracts associated with foreign currency translation risk. Foreign exchange gains of $4.6 million and $4.3 million for the three and six months ended June 30, 2014, respectively, compared to foreign exchange gains of $1.8 million and $2.2 million for the three and six months ended June 30, 2013, respectively, were recorded in "Foreign currency transactions and other" in the Unaudited Consolidated Statements of Operations. | |||||||||||||||||
The Company also enters into foreign currency forward contracts to hedge its exposure to the impact of movements in currency exchange rates on its transactional balances denominated in currencies other than the functional currency. Foreign exchange derivatives outstanding as of June 30, 2014 associated with hedging these risks resulted in a net asset of $0.2 million, with $0.4 million recorded in "Prepaid expenses and other current assets" and $0.2 million recorded in "Accrued expenses and other current liabilities" on the Unaudited Consolidated Balance Sheet. Foreign exchange derivatives outstanding as of December 31, 2013 associated with hedging these risks resulted in a net liability of $0.5 million, with $0.6 million recorded in "Accrued expenses and other current liabilities" and $0.1 million recorded in "Prepaid expenses and other current assets" on the Unaudited Consolidated Balance Sheet. Foreign exchange losses of $4.6 million and $4.0 million for the three and six months ended June 30, 2014, respectively, compared to foreign exchange gains of $3.5 million and $0.3 million for the three and six months ended June 30, 2013, respectively, were recorded related to these derivatives in "Foreign currency transactions and other" in the Unaudited Consolidated Statements of Operations. | |||||||||||||||||
The settlement of derivative contracts not designated as hedging instruments resulted in a net cash outflow of $2.5 million for the six months ended June 30, 2014 compared to a net cash inflow of $1.5 million for the six months ended June 30, 2013, and are reported within "Net cash provided by operating activities" on the Unaudited Consolidated Statements of Cash Flows. | |||||||||||||||||
Derivatives Designated as Hedging Instruments — As of June 30, 2014 and December 31, 2013, the Company had outstanding foreign currency forward contracts with a notional value of 2.0 billion Euros and 3.0 billion Euros, respectively, to hedge a portion of its net investment in a foreign subsidiary. These contracts are all short-term in nature. Hedge ineffectiveness is assessed and measured based on changes in forward exchange rates. The fair value of these derivatives at June 30, 2014 was a net liability of $19.2 million, with $25.2 million recorded in "Accrued expenses and other current liabilities" and $6.0 million recorded in "Prepaid expenses and other current assets" on the Unaudited Consolidated Balance Sheet. The fair value of these derivatives at December 31, 2013 was a net liability of $121.3 million, with $121.5 million recorded in "Accrued expenses and other current liabilities" and $0.2 million recorded in "Prepaid expenses and other current assets" on the Unaudited Consolidated Balance Sheet. Net cash outflows of $69.8 million and $44.2 million for the six months ended June 30, 2014 and 2013, respectively, were reported within "Net cash provided by (used in) investing activities" on the Unaudited Consolidated Statements of Cash Flows. |
INTANGIBLE_ASSETS_AND_GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 6 Months Ended | |||||||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
INTANGIBLE ASSETS AND GOODWILL | ' | |||||||||||||||||||||||||||
INTANGIBLE ASSETS AND GOODWILL | ||||||||||||||||||||||||||||
The Company's intangible assets at June 30, 2014 and December 31, 2013 consisted of the following (in thousands): | ||||||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | Amortization | Weighted | |||||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | Period | Average | |||||||||||||||||||||
Amount | Amount | Amount | Amount | Useful Life | ||||||||||||||||||||||||
Supply and distribution agreements | $ | 582,875 | $ | (179,841 | ) | $ | 403,034 | $ | 581,742 | $ | (160,499 | ) | $ | 421,243 | 10 - 20 years | 16 years | ||||||||||||
Technology | 94,137 | (36,602 | ) | 57,535 | 93,322 | (29,271 | ) | 64,051 | 1 - 5 years | 5 years | ||||||||||||||||||
Patents | 1,623 | (1,501 | ) | 122 | 1,623 | (1,478 | ) | 145 | 15 years | 15 years | ||||||||||||||||||
Internet domain names | 46,562 | (15,697 | ) | 30,865 | 45,799 | (12,112 | ) | 33,687 | 2 - 20 years | 8 years | ||||||||||||||||||
Trade names | 548,925 | (63,539 | ) | 485,386 | 548,243 | (47,388 | ) | 500,855 | 5 - 20 years | 19 years | ||||||||||||||||||
Other | 141 | (137 | ) | 4 | 141 | (137 | ) | 4 | 3 - 10 years | 3 years | ||||||||||||||||||
Total intangible assets | $ | 1,274,263 | $ | (297,317 | ) | $ | 976,946 | $ | 1,270,870 | $ | (250,885 | ) | $ | 1,019,985 | ||||||||||||||
Intangible assets with determinable lives are amortized on a straight-line basis. Intangible asset amortization expense was approximately $23.0 million and $45.8 million for the three and six months ended June 30, 2014, respectively, and $14.8 million and $24.0 million for the three and six months ended June 30, 2013, respectively. | ||||||||||||||||||||||||||||
The amortization expense for intangible assets for the remainder of 2014, the annual expense for the next five years, and the expense thereafter is expected to be as follows (in thousands):Â | ||||||||||||||||||||||||||||
2014 | $ | 45,826 | ||||||||||||||||||||||||||
2015 | 88,141 | |||||||||||||||||||||||||||
2016 | 84,757 | |||||||||||||||||||||||||||
2017 | 80,608 | |||||||||||||||||||||||||||
2018 | 64,646 | |||||||||||||||||||||||||||
2019 | 55,767 | |||||||||||||||||||||||||||
Thereafter | 557,201 | |||||||||||||||||||||||||||
$ | 976,946 | |||||||||||||||||||||||||||
The change in goodwill for the six months ended June 30, 2014 consists of the following (in thousands): | ||||||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 1,767,912 | ||||||||||||||||||||||||||
Acquisitions | 130,709 | |||||||||||||||||||||||||||
Currency translation adjustments | 6,930 | |||||||||||||||||||||||||||
Balance at June 30, 2014 | $ | 1,905,551 | ||||||||||||||||||||||||||
A substantial portion of the intangibles and goodwill relates to the acquisition of the KAYAK business in May 2013. |
OTHER_ASSETS
OTHER ASSETS | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Other Assets, Noncurrent [Abstract] | ' | ||||||||
Other Assets | ' | ||||||||
OTHER ASSETS | |||||||||
Other assets at June 30, 2014 and December 31, 2013 consisted of the following (in thousands): | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Deferred debt issuance costs | $ | 13,880 | $ | 16,465 | |||||
Security deposits | 12,483 | 10,617 | |||||||
Other | 7,303 | 6,432 | |||||||
Total | $ | 33,666 | $ | 33,514 | |||||
Deferred debt issuance costs arose from (i) the $1.0 billion aggregate principal amount of 1.0% Convertible Senior Notes, due March 15, 2018, issued in March 2012; (ii) a $1.0 billion revolving credit facility entered into in October 2011; (iii) the Company's issuance, in March 2010, of the $575.0 million aggregate principal amount of 1.25% Convertible Senior Notes, due March 15, 2015, and (iv) the $1.0 billion aggregate principal amount of 0.35% Convertible Senior Notes, due June 15, 2020, issued in May 2013. Deferred debt issuance costs are being amortized using the effective interest rate method and the period of amortization was determined at inception of the related debt agreements based upon the stated maturity dates. Unamortized debt issuance costs written off to interest expense in the three and six months ended June 30, 2014 related to early conversion of convertible debt amounted to $0.2 million and $0.5 million, respectively. Security deposits principally relate to the Company's leased office spaces. |
DEBT
DEBT | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||
DEBT | ' | ||||||||||||
DEBT | |||||||||||||
Revolving Credit Facility | |||||||||||||
In October 2011, the Company entered into a $1.0 billion five-year unsecured revolving credit facility with a group of lenders. Borrowings under the revolving credit facility will bear interest, at the Company's option, at a rate per annum equal to either (i) the adjusted LIBOR for the interest period in effect for such borrowing plus an applicable margin ranging from 1.00% to 1.50%; or (ii) the greatest of (a) JPMorgan Chase Bank, National Association's prime lending rate, (b) the federal funds rate plus 0.50%, and (c) an adjusted LIBOR for an interest period of one month plus 1.00%, plus an applicable margin ranging from 0.00% to 0.50%. Undrawn balances available under the revolving credit facility are subject to commitment fees at the applicable rate ranging from 0.10% to 0.25%. | |||||||||||||
The revolving credit facility provides for the issuance of up to $100.0 million of letters of credit as well as borrowings of up to $50.0 million on same-day notice, referred to as swingline loans. Borrowings under the revolving credit facility may be made in U.S. Dollars, Euros, British Pounds Sterling and any other foreign currency agreed to by the lenders. The proceeds of loans made under the facility will be used for working capital and general corporate purposes. | |||||||||||||
As of June 30, 2014 and December 31, 2013, there were no borrowings under the facility and there were approximately $2.4 million and $2.2 million of letters of credit issued under the facility, respectively. In connection with the acquisition of OpenTable, Inc. ("OpenTable") on July 24, 2014, the Company borrowed $995.0 million under the revolving credit facility (see Note 14). | |||||||||||||
Convertible Debt | |||||||||||||
Convertible debt as of June 30, 2014 consisted of the following (in thousands): | |||||||||||||
30-Jun-14 | Outstanding | Unamortized | Carrying | ||||||||||
 Principal |  Debt |  Value | |||||||||||
Amount | Â Discount | ||||||||||||
1.25% Convertible Senior Notes due March 2015 | $ | 42,651 | $ | (1,335 | ) | $ | 41,316 | ||||||
1.0% Convertible Senior Notes due March 2018 | 1,000,000 | (85,911 | ) | 914,089 | |||||||||
0.35% Convertible Senior Notes due June 2020 | 1,000,000 | (149,725 | ) | 850,275 | |||||||||
Outstanding convertible debt | $ | 2,042,651 | $ | (236,971 | ) | $ | 1,805,680 | ||||||
Convertible debt as of December 31, 2013 consisted of the following (in thousands): | |||||||||||||
31-Dec-13 | Outstanding | Unamortized | Carrying | ||||||||||
 Principal |  Debt |  Value | |||||||||||
Amount | Â Discount | ||||||||||||
1.25% Convertible Senior Notes due March 2015 | $ | 160,464 | $ | (8,533 | ) | $ | 151,931 | ||||||
1.0% Convertible Senior Notes due March 2018 | 1,000,000 | (96,797 | ) | 903,203 | |||||||||
0.35% Convertible Senior Notes due June 2020 | 1,000,000 | (161,156 | ) | 838,844 | |||||||||
Outstanding convertible debt | $ | 2,160,464 | $ | (266,486 | ) | $ | 1,893,978 | ||||||
Based upon the closing price of the Company's common stock for the prescribed measurement period during the three months ended June 30, 2014 and December 31, 2013, the contingent conversion threshold on the 2015 Notes (as defined below) was exceeded. Therefore, the 2015 Notes were convertible at the option of the holders. Accordingly, the Company reported the carrying value of the 2015 Notes as a current liability as of June 30, 2014 and December 31, 2013. Since these notes are convertible at the option of the holders and the principal amount is required to be paid in cash, the difference between the principal amount and the carrying value is reflected as convertible debt in the mezzanine section on the Company's Unaudited Consolidated Balance Sheets. Therefore, with respect to the 2015 Notes, the Company reclassified $1.3 million and $8.5 million before tax from additional paid-in capital to convertible debt in the mezzanine section on the Company's Unaudited Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013, respectively. The determination of whether or not the 2015 Notes are convertible must continue to be performed on a quarterly basis. Consequently, the 2015 Notes may not be convertible in future quarters, and therefore may again be classified as long-term debt, if the contingent conversion threshold is not met in such quarters. | |||||||||||||
If the note holders exercise their option to convert, the Company delivers cash to repay the principal amount of the notes and delivers shares of common stock or cash, at its option, to satisfy the conversion value in excess of the principal amount. In cases where holders decide to convert prior to the maturity date, the Company writes off the proportionate amount of remaining debt issuance costs to interest expense. For the six months ended June 30, 2014, the Company paid $117.8 million to satisfy the aggregate principal amount due and issued 289,430 shares of its common stock in satisfaction of the conversion value in excess of the principal amount for debt converted prior to maturity. As of August 4, 2014, the Company had received early conversion notices that were settled in the third quarter of 2014 for an aggregate principal amount of approximately $4 million and issued shares of its common stock to satisfy the conversion value in excess of the principal amount associated with the 1.25% Convertible Senior Notes due March 2015. | |||||||||||||
The contingent conversion thresholds on the 2018 Notes (as defined below) and the 2020 Notes (as defined below) were not exceeded at June 30, 2014 or December 31, 2013, and therefore these Notes are reported as a non-current liability on the Unaudited Consolidated Balance Sheets. | |||||||||||||
As of June 30, 2014 and December 31, 2013, the estimated market value of the outstanding convertible senior notes was approximately $2.8 billion and $3.1 billion, respectively, and was considered a "Level 2" fair value measurement (see Note 5). Fair value was estimated based upon actual trades at the end of the reporting period or the most recent trade available as well as the Company's stock price at the end of the reporting period. A substantial portion of the market value of the Company's debt in excess of the outstanding principal amount relates to the conversion premium on the convertible senior notes. | |||||||||||||
Description of Senior Notes | |||||||||||||
In May 2013, the Company issued in a private placement $1.0 billion aggregate principal amount of Convertible Senior Notes due June 15, 2020, with an interest rate of 0.35% (the "2020 Notes"). The 2020 Notes were issued with an initial discount of $20.0 million. The Company paid $1.0 million in debt issuance costs during the year ended December 31, 2013, related to this offering. The 2020 Notes are convertible, subject to certain conditions, into the Company's common stock at a conversion price of approximately $1,315.10 per share. The 2020 Notes are convertible, at the option of the holder, prior to June 15, 2020, upon the occurrence of specific events, including but not limited to a change in control, or if the closing sales price of the Company's common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 150% of the applicable conversion price in effect for the notes on the last trading day of the immediately preceding quarter. In the event that all or substantially all of the Company's common stock is acquired on or prior to the maturity of the 2020 Notes in a transaction in which the consideration paid to holders of the Company's common stock consists of all or substantially all cash, the Company would be required to make additional payments in the form of additional shares of common stock to the holders of the 2020 Notes in an aggregate value ranging from $0 to approximately $397 million depending upon the date of the transaction and the then current stock price of the Company. As of March 15, 2020, holders will have the right to convert all or any portion of the 2020 Notes. The 2020 Notes may not be redeemed by the Company prior to maturity. The holders may require the Company to repurchase the 2020 Notes for cash in certain circumstances. Interest on the 2020 Notes is payable on June 15 and December 15 of each year. | |||||||||||||
In March 2012, the Company issued in a private placement $1.0 billion aggregate principal amount of Convertible Senior Notes due March 15, 2018, with an interest rate of 1.0% (the "2018 Notes"). The Company paid $20.9 million in debt issuance costs during the year ended December 31, 2012, related to this offering. The 2018 Notes are convertible, subject to certain conditions, into the Company's common stock at a conversion price of approximately $944.61 per share. The 2018 Notes are convertible, at the option of the holder, prior to March 15, 2018, upon the occurrence of specific events, including but not limited to a change in control, or if the closing sales price of the Company's common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 150% of the applicable conversion price in effect for the notes on the last trading day of the immediately preceding quarter. In the event that all or substantially all of the Company's common stock is acquired on or prior to the maturity of the 2018 Notes in a transaction in which the consideration paid to holders of the Company's common stock consists of all or substantially all cash, the Company would be required to make additional payments in the form of additional shares of common stock to the holders of the 2018 Notes in aggregate value ranging from $0 to approximately $344 million depending upon the date of the transaction and the then current stock price of the Company. As of December 15, 2017, holders will have the right to convert all or any portion of the 2018 Notes. The 2018 Notes may not be redeemed by the Company prior to maturity. The holders may require the Company to repurchase the 2018 Notes for cash in certain circumstances. Interest on the 2018 Notes is payable on March 15 and September 15 of each year. | |||||||||||||
In March 2010, the Company issued in a private placement $575.0 million aggregate principal amount of Convertible Senior Notes due March 15, 2015, with an interest rate of 1.25% (the "2015 Notes"). The Company paid $13.3 million in debt issuance costs associated with the 2015 Notes for the year ended December 31, 2010. The 2015 Notes are convertible, subject to certain conditions, into the Company's common stock at a conversion price of approximately $303.06 per share. The 2015 Notes are convertible, at the option of the holder, prior to March 15, 2015 upon the occurrence of specified events, including, but not limited to a change in control, or if the closing sales price of the Company's common stock for at least 20 trading days in the period of the 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 150% of the applicable conversion price in effect for the notes on the last trading day of the immediately preceding quarter. The 2015 Notes may not be redeemed by the Company prior to maturity. The holders may require the Company to repurchase the 2015 Notes for cash in certain circumstances. Interest on the 2015 Notes is payable on March 15 and September 15 of each year. | |||||||||||||
Accounting guidance requires that cash-settled convertible debt, such as the Company's convertible senior notes, be separated into debt and equity components at issuance and each be assigned a value. The value assigned to the debt component is the estimated fair value, as of the issuance date, of a similar bond without the conversion feature. The difference between the bond cash proceeds and this estimated fair value, representing the value assigned to the equity component, is recorded as a debt discount. Debt discount is amortized using the effective interest method over the period from the origination date through the stated maturity date. The Company estimated the straight debt borrowing rates at debt origination to be 5.89% for the 2015 Notes, 3.50% for the 2018 Notes, and 3.13% for the 2020 Notes. The yield to maturity was estimated at an at-market coupon priced at par. | |||||||||||||
Debt discount after tax of $92.4 million ($154.3 million before tax) and financing costs associated with the equity component of convertible debt of $0.1 million after tax were recorded in additional paid-in capital related to the 2020 Notes at June 30, 2013. Debt discount after tax of $80.9 million ($135.2 million before tax) and financing costs associated with the equity component of convertible debt of $2.8 million after tax were recorded in additional paid-in capital related to the 2018 Notes at March 31, 2012. Debt discount after tax of $69.1 million ($115.2 million before tax) and financing costs associated with the equity component of convertible debt of $1.6 million after tax were recorded in additional paid-in-capital related to the 2015 Notes at March 31, 2010. | |||||||||||||
For the three months ended June 30, 2014 and 2013, the Company recognized interest expense of $16.4 million and $18.9 million, respectively, related to convertible notes. Interest expense related to convertible notes for the three months ended June 30, 2014 and 2013 was comprised of $3.5 million and $4.6 million, respectively, for the contractual coupon interest, $11.8 million and $13.1 million, respectively, related to the amortization of debt discount, and $1.1 million and $1.2 million, respectively, related to the amortization of debt issuance costs. For the three months ended June 30, 2014 and 2013, included in the amortization of debt discount mentioned above was $0.7 million and $0.2 million, respectively, of original issuance discount related to the 2020 Notes. In addition, the Company incurred interest expense of $0.2 million related to debt conversions in the three months ended June 30, 2014. The remaining period for amortization of debt discount and debt issuance costs is the stated maturity dates for the respective debt. The effective interest rate for the three months ended June 30, 2014 and 2013 was 3.6% and 4.6%, respectively. | |||||||||||||
For the six months ended June 30, 2014 and 2013, the Company recognized interest expense of $33.4 million and $35.6 million, respectively, related to convertible notes. Interest expense related to convertible notes for the six months ended June 30, 2014 and 2013 was comprised of $7.0 million and $8.9 million, respectively, for the contractual coupon interest, $24.2 million for each period related to the amortization of debt discount, and $2.2 million and $2.5 million, respectively, related to the amortization of debt issuance costs. For the six months ended June 30, 2014 and 2013, included in the amortization of debt discount mentioned above was $1.3 million and $0.2 million, respectively, of original issuance discount related to the 2020 Notes. In addition, the Company incurred interest expense of $0.5 million related to debt conversions in the six months ended June 30, 2014. The remaining period for amortization of debt discount and debt issuance costs is the stated maturity dates for the respective debt. The effective interest rate for the six months ended June 30, 2014 and 2013 was 3.6% and 4.6%, respectively. | |||||||||||||
In addition, if the Company's convertible debt is redeemed or converted prior to maturity, a gain or loss on extinguishment is recognized. The gain or loss is the difference between the fair value of the debt component immediately prior to extinguishment and its carrying value. To estimate the fair value of the debt at the conversion date, the Company estimated its straight rate borrowing rate, considering its credit rating and straight debt of comparable corporate issuers. For the three and six months ended June 30, 2014, the Company recognized a non-cash loss of $2.7 million ($1.6 million after tax) and $6.1 million ($3.7 million after tax), respectively, in "Foreign currency transactions and other" in the Unaudited Consolidated Statements of Operations in connection with the conversion of the 2015 Notes. |
TREASURY_STOCK
TREASURY STOCK | 6 Months Ended |
Jun. 30, 2014 | |
Equity [Abstract] | ' |
TREASURY STOCK | ' |
TREASURY STOCK | |
In the second quarter of 2013, the Company's Board of Directors authorized the repurchase of up to $1.0 billion of the Company's common stock, in addition to amounts previously authorized. The Company repurchased 431,910 shares in the second quarter of 2013 for an aggregate cost of $345.5 million in privately negotiated, off-market transactions. | |
The Board of Directors has given the Company the general authorization to repurchase shares of its common stock to satisfy employee withholding tax obligations related to stock-based compensation. The Company repurchased 72,832 shares and 112,544 shares at aggregate costs of $97.3 million and $77.8 million in the six months ended June 30, 2014 and 2013, respectively, to satisfy employee withholding taxes related to stock-based compensation. | |
As of June 30, 2014, there were approximately 9.3 million shares of the Company's common stock held in treasury. | |
As of June 30, 2014, the Company had a remaining authorization of $654.5 million to purchase its common stock. The Company may make additional repurchases of shares under its stock repurchase programs, depending on prevailing market conditions, alternate uses of capital and other factors. 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. |
INCOME_TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
INCOME TAXES | ' |
INCOME TAXES | |
Income tax expense includes U.S. and international income taxes, determined using an estimate of the Company's annual effective tax rate. A deferred tax liability is recognized for all taxable temporary differences, and a deferred tax asset is recognized for all deductible temporary differences and operating loss and tax credit carryforwards. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. | |
The Company recognizes income tax expense related to income generated outside of the United States based upon the applicable tax rates and tax laws of the foreign countries in which the income is generated. During the three and six months ended June 30, 2014 and 2013, a substantial majority of the Company's foreign-sourced income was generated in the Netherlands. Income tax expense for the six months ended June 30, 2014 and 2013 differs from the expected tax expense at the U.S. statutory rate of 35%, primarily due to lower foreign tax rates, including the Innovation Box Tax benefit discussed below, partially offset by U.S. state income taxes and certain non-deductible expenses. | |
According to Dutch corporate income tax law, income generated from qualifying "innovative" activities is taxed at a rate of 5% ("Innovation Box Tax") rather than the Dutch statutory rate of 25%. Booking.com obtained a ruling from the Dutch tax authorities in February 2011 confirming that a portion of its earnings is eligible for Innovation Box Tax treatment. The ruling from the Dutch tax authorities is valid through December 31, 2017. | |
The Company has significant deferred tax assets, resulting principally from U.S. net operating loss carryforwards ("NOLs"). The amount of NOLs available for the Company's use is limited by Section 382 of the U.S. Internal Revenue Code ("IRC Section 382"). At December 31, 2013, after considering the impact of IRC Section 382, the Company had approximately $1.4 billion of available NOLs for U.S. federal income tax purposes, comprised of $0.3 billion of NOLs generated from operating losses and approximately $1.1 billion of NOLs generated from equity-related transactions, including equity-based compensation and stock warrants. The NOLs mainly expire from December 31, 2019 to December 31, 2021. The utilization of these NOLs is dependent upon the Company's ability to generate sufficient future taxable income in the United States. The Company periodically evaluates the likelihood of the realization of deferred tax assets, and reduces the carrying amount of these deferred tax assets by a valuation allowance to the extent it believes a portion will not be realized. The Company considers many factors when assessing the likelihood of future realization of the deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future income, the carryforward periods available for tax reporting purposes, and other relevant factors. |
REDEEMABLE_NONCONTROLLING_INTE
REDEEMABLE NONCONTROLLING INTERESTS | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Noncontrolling Interest [Abstract] | ' | ||||||||
REDEEMABLE NONCONTROLLING INTERESTS | ' | ||||||||
REDEEMABLE NONCONTROLLING INTERESTS | |||||||||
On May 18, 2010, the Company, through its wholly-owned subsidiary, priceline.com International Ltd. ("PIL"), purchased a controlling interest of the outstanding equity of TravelJigsaw Holdings Limited and its operating subsidiary, TravelJigsaw Limited (now known as the rentalcars.com business), 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"). 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. In April 2013, in connection with the exercise of the March 2013 put and call options, PIL purchased the remaining outstanding shares underlying redeemable noncontrolling interests for an aggregate purchase price of approximately $192.5 million. | |||||||||
A reconciliation of redeemable noncontrolling interests for the three and six months ended June 30, 2013 is as follows (in thousands): | |||||||||
30-Jun-13 | |||||||||
Three Months Ended | Six Months Ended | ||||||||
Balance, beginning of period | $ | 190,893 | $ | 160,287 | |||||
Net income attributable to noncontrolling interests | 114 | 135 | |||||||
Fair value adjustments (1)Â | (246 | ) | 42,522 | ||||||
Purchases of subsidiary shares at fair value (1) | (192,530 | ) | (192,530 | ) | |||||
Currency translation adjustments | 1,769 | (10,414 | ) | ||||||
Balance, end of period | $ | — | $ | — | |||||
(1) The fair value of the redeemable noncontrolling interests was determined by industry peer comparable analysis and a discounted cash flow valuation model. |
ACCUMULATED_OTHER_COMPREHENSIV
ACCUMULATED OTHER COMPREHENSIVE INCOME | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ' | ||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME | ' | ||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME | |||||||||
The table below provides the balances for each classification of accumulated other comprehensive income as of June 30, 2014 and December 31, 2013 (in thousands): | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Foreign currency translation adjustments, net of tax (1) | $ | 78,013 | $ | 84,598 | |||||
Net unrealized gain on marketable securities, net of tax (2) | 322 | 131 | |||||||
Accumulated other comprehensive income | $ | 78,335 | $ | 84,729 | |||||
(1) Foreign currency translation adjustments, net of tax, includes net losses from fair value adjustments at June 30, 2014 of $41.7 million after tax ($66.5 million before tax) and net losses from fair value adjustments at December 31, 2013 of $58.7 million after tax ($98.8 million before tax) associated with net investment hedges (see Note 5). The remaining balance in currency translation adjustments excludes income taxes due to the Company's practice and intention to reinvest the earnings of its foreign subsidiaries in those operations. | |||||||||
(2) The unrealized gain before tax at June 30, 2014 and December 31, 2013 was $0.5 million and $0.2 million, respectively. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
COMMITMENTS AND CONTINGENCIES | |
Litigation Related to Travel Transaction Taxes | |
The Company and certain third-party online travel companies ("OTCs") are currently involved in approximately forty lawsuits, including certified and putative class actions, brought by or against states, cities and counties over issues involving the payment of travel transaction taxes (e.g., hotel occupancy taxes, excise taxes, sales taxes, etc.). The Company's subsidiaries priceline.com LLC, Lowestfare.com LLC and Travelweb LLC are named in some but not all of these cases. Generally, each complaint alleges, among other things, that the OTCs violated each jurisdiction's respective relevant travel transaction tax ordinance with respect to the charges and remittance of amounts to cover taxes under each law. Each complaint typically seeks compensatory damages, disgorgement, penalties available by law, attorneys' fees and other relief. In addition, approximately seventy-nine municipalities or counties, and at least eleven states, have initiated audit proceedings (including proceedings initiated by more than forty municipalities in California, which have been inactive for several years), issued proposed tax assessments or started inquiries relating to the payment of travel transaction taxes. Additional state and local jurisdictions are likely to assert that the Company is subject to travel transaction taxes and could seek to collect such taxes, retroactively and/or prospectively. | |
With respect to the principal claims in these matters, the Company believes that the laws at issue do not apply to the services it provides, namely the facilitation of travel reservations, and, therefore, that it does not owe the taxes that are claimed to be owed. Rather, the Company believes that the laws at issue generally impose travel transaction taxes on entities that own, operate or control hotels (or similar businesses) or furnish or provide hotel rooms or similar accommodations or other travel services. In addition, in many of these matters, the taxing jurisdictions have asserted claims for "conversion" - essentially, that the Company has collected a tax and wrongfully "pocketed" those tax dollars - a claim that the Company believes is without basis and has vigorously contested. The taxing jurisdictions that are currently involved in litigation and other proceedings with the Company, and that may be involved in future proceedings, have asserted contrary positions and will likely continue to do so. From time to time, the Company has found it expedient to settle, and may in the future agree to settle, claims pending in these matters without conceding that the claims at issue are meritorious or that the claimed taxes are in fact due to be paid. | |
In connection with some of these tax audits and assessments, the Company may be required to pay any assessed taxes, which amounts may be substantial, prior to being allowed to contest the assessments and the applicability of the laws in judicial proceedings. This requirement is commonly referred to as "pay to play" or "pay first." For example, the City and County of San Francisco assessed the Company approximately $3.4 million (an amount that includes interest and penalties) relating to hotel occupancy taxes, which the Company paid in July 2009, and issued a second assessment totaling approximately $2.7 million, which the Company paid in January 2013. Payment of these amounts, if any, is not an admission that the Company believes it is subject to such taxes. In the San Francisco action, for example, the court ruled in February 2013 that the Company and OTCs do not owe transient accommodations tax to the city and ordered the city to refund the amount paid in July 2009; the Company also is seeking a refund of the amount paid in January 2013. San Francisco has appealed the court's ruling. | |
Litigation is subject to uncertainty and there could be adverse developments in pending or future cases and proceedings. For example, in January 2013, the Tax Appeal Court for the State of Hawaii held that the Company and other OTCs are not liable for the State's transient accommodations tax, but held that the OTCs, including the Company, are liable for the State's general excise tax on the full amount the OTC collects from the customer for a hotel room reservation, without any offset for amounts passed through to the hotel. The Company recorded an accrual for travel transaction taxes (including estimated interest and penalties), with a corresponding charge to cost of revenues, of approximately $16.5 million in December 2012 and approximately $18.7 million in the three months ended March 31, 2013, primarily related to this ruling. During the year ended December 31, 2013 and six months ended June 30, 2014, the Company paid approximately $20.6 million and $1.1 million, respectively, to the State of Hawaii related to this ruling. The Company has filed an appeal now pending before the Hawaii Supreme Court. | |
Other adverse rulings include a decision in September 2012, in which the Superior Court in the District of Columbia granted summary judgment in favor of the District and against the OTCs ruling that tax is due on the OTCs' margin and service fees, which the Company is appealing. As a result, the Company increased its accrual for travel transaction taxes (including estimated interest), with a corresponding charge to cost of revenues, by approximately $4.8 million in September 2012 and by approximately $5.6 million in the three months ended March 31, 2013. Also, in July 2013, the Circuit Court of Cook County, Illinois, ruled that the Company and the other OTCs are liable for tax and other obligations under the Chicago Hotel Accommodations Tax. In July 2014, the Company resolved all claims in this case through settlement. In addition, in October 2009, a jury in a San Antonio class action found that the Company and the other OTCs that are defendants in the lawsuit "control" hotels for purposes of the local hotel occupancy tax ordinances at issue and are, therefore, subject to the requirements of those ordinances. The Company intends to vigorously appeal the trial court's judgment when it becomes final. | |
An unfavorable outcome or settlement of pending litigation may encourage the commencement of additional litigation, audit proceedings or other regulatory inquiries and also could result in substantial liabilities for past and/or future bookings, including, among other things, interest, penalties, punitive damages and/or attorney fees and costs. There have been, and will continue to be, substantial ongoing costs, which may include "pay first" payments, associated with defending the Company's position in pending and any future cases or proceedings. An adverse outcome in one or more of these unresolved proceedings could have a material adverse effect on the Company's business and could be material to the Company's results of operations or cash flow in any given operating period. However, the Company believes that even if it were to suffer adverse determinations in the near term in more of the pending proceedings than currently anticipated, given results to date it would not have a material impact on the Company's liquidity because of the Company's available cash. | |
To the extent that any tax authority succeeds in asserting that the Company's services are subject to travel transaction taxes and that the Company has a tax collection responsibility for those taxes, or the Company determines that it has such a responsibility, with respect to future transactions, the Company may collect any such additional tax obligation from its customers, which would have the effect of increasing the cost of travel reservations to its customers and, consequently, could make the Company's travel reservation services less competitive (as compared to the services of other OTCs or travel service providers) and reduce the Company's travel reservation transactions; alternatively, the Company could choose to reduce the compensation for its services. Either action could have a material adverse effect on the Company's business and results of operations. | |
In many of the judicial and other proceedings initiated to date, the taxing jurisdictions seek not only historical taxes that are claimed to be owed on the Company's gross profit, but also, among other things, interest, penalties, punitive damages and/or attorney fees and costs. Therefore, any liability associated with hotel occupancy tax matters is not constrained to the Company's liability for tax owed on its historical gross profit, but may also include, among other things, penalties, interest and attorneys' fees. To date, the majority of the taxing jurisdictions in which the Company facilitates hotel reservations have not asserted that these taxes are due and payable on the Company's U.S. merchant hotel business. With respect to taxing jurisdictions that have not initiated proceedings to date, it is possible that they will do so in the future or that they will seek to amend their tax statutes and seek to collect taxes from the Company only on a prospective basis. | |
Accrual for Travel Transaction Taxes | |
As a result of this litigation and other attempts by jurisdictions to levy similar taxes, the Company has established an accrual (including estimated interest and penalties) for the potential resolution of issues related to travel transaction taxes in the amount of approximately $55 million at both June 30, 2014 and December 31, 2013 (which includes, among other things, amounts related to the litigation in the State of Hawaii, San Antonio, District of Columbia and Chicago). The accrual is based on the Company's estimate of the probable cost of resolving these issues. The Company's legal expenses for these matters are expensed as incurred and are not reflected in the amount accrued. The actual cost may be less or greater, potentially significantly, than the liabilities recorded. An estimate for a reasonably possible loss or range of loss in excess of the amount accrued cannot be reasonably made. | |
OFT Inquiry and Other Competition Reviews | |
In July 2012, the Office of Fair Trading (the "OFT"), the predecessor competition authority in the United Kingdom to the Competition and Markets Authority ("CMA"), issued a "Statement of Objections" ("SO") to Booking.com, which set out the OFT's preliminary views on why it believed Booking.com and others in the hotel online booking sector were allegedly in breach of E.U. and U.K. competition law. The SO alleged, among other things, that there were agreements or concerted practices between hotels and Booking.com and between hotels and at least one other OTC that restricted Booking.com's (and the other OTC's) ability to discount hotel room reservations, which the OFT alleged was a form of resale price maintenance. The Company disputes the allegations in the SO. | |
On January 31, 2014, the OFT announced that it had accepted commitments offered by Booking.com, as well as Expedia and Intercontinental Hotel Group, (the "Commitments") to close the investigation on the basis that they address the OFT's competition concerns. The OFT has now closed its investigation with no finding of infringement or admission of wrongdoing and no imposition of a fine. | |
The Commitments provide, among other things, that hotels will continue to be able to set retail prices for hotel room reservations on all OTC websites, such as Booking.com. OTCs, such as Booking.com, now have the flexibility to discount a hotel's retail price, but only to members of closed groups, a concept that is defined in the Commitments, who have previously made a reservation through the OTC. The discount may be up to Booking.com's commission. In addition, Booking.com will not require rate parity from hotels in relation to discounted rates that are provided by other OTCs or hotels to members of their closed groups, provided the discounted rate is not made public. The Commitments apply to bookings by European Economic Area residents at U.K. hotels. | |
On March 31, 2014, Skyscanner, a meta-search site based in the United Kingdom, filed an appeal in the Competition Appeal Tribunal (CAT) against the OFT's decision to accept commitments. Booking.com intervened in support of the CMA in the CAT. A decision by the CAT (either dismissing the appeal, or remitting the case back to the CMA for reconsideration in line with the CAT's directions) is expected during 2014. | |
Investigations have also been opened by the national competition authorities in France, Germany, Italy, Austria, Hungary, Sweden, Ireland, Denmark and Switzerland that focus on Booking.com's rate parity clause in its contracts with accommodation providers in those jurisdictions. Competition related inquiries have also been received from the competition authority in China. All of these investigations are at a preliminary stage, and the Company is in ongoing discussions with the relevant regulatory authorities regarding their concerns. The Company is currently unable to predict the outcome of these investigations or how the Company's business may be affected. Possible outcomes include requiring Booking.com to remove its rate parity clause from its contracts with accommodation providers in those jurisdictions and/or the imposition of fines. | |
Lawsuits Alleging Antitrust Violations | |
On August 20, 2012, one complaint was filed on behalf of a putative class of persons who purchased hotel room reservations from certain hotels (the "Hotel Defendants") through certain OTC defendants, including the Company. The initial complaint, Turik v. Expedia, Inc., Case No. 12-cv-4365, filed in the U.S. District Court for the Northern District of California, alleged that the Hotel Defendants and the OTC defendants violated U.S. federal and state laws by entering into a conspiracy to enforce a minimum resale price maintenance scheme pursuant to which putative class members paid inflated prices for hotel room reservations that they purchased through the OTC defendants. Thirty-one other complaints containing similar allegations were filed in a number of federal jurisdictions across the country. Plaintiffs in these actions seek treble damages and injunctive relief. | |
The Judicial Panel on Multidistrict Litigation ("JPML") consolidated all of the pending cases under 28 U.S.C. §1407 before Judge Boyle in the U.S. District Court for the Northern District of Texas. On May 1, 2013, an amended consolidated complaint was filed. | |
On February 18, 2014, Judge Boyle dismissed the amended consolidated complaint without prejudice. On March 20, 2014, plaintiffs moved for leave to file a proposed Second Consolidated Amended Complaint (the "proposed SCAC"), naming only the OTC defendants as defendants and alleging that the OTC defendants violated U.S. federal and state laws by entering into minimum resale price maintenance agreements with the Hotel defendants and by conspiring to enforce the terms of those resale price maintenance agreements. On April 3, 2014, the OTC defendants filed an opposition to plaintiffs' motion for leave to file the proposed SCAC. | |
The Company intends to defend vigorously against the claims in all of the proceedings described in this Note 13. The Company has accrued for certain legal contingencies where it is probable that a loss has been incurred and the amount can be reasonably estimated. Except as disclosed, such amounts accrued are not material to the Company's consolidated balance sheets and provisions recorded have not been material to the Company's consolidated results of operations or cash flows. The Company is unable to estimate a reasonably possible range of loss. | |
From time to time, the Company has been, and expects to continue to be, subject to legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of third party intellectual property rights. Such claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources, divert management's attention from the Company's business objectives and adversely affect the Company's business, results of operations, financial condition and cash flows. | |
Contingent Consideration for Business Acquisitions (see Note 14) |
ACQUISITION
ACQUISITION | 6 Months Ended |
Jun. 30, 2014 | |
Business Combinations [Abstract] | ' |
Business Combination Disclosure [Text Block] | ' |
14.    ACQUISITIONS | |
In June 2014, the Company entered into a definitive agreement to acquire OpenTable, Inc., a leading restaurant reservation management company, in a cash transaction. Under the terms of the agreement, 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 paid approximately $2.5 billion to close the acquisition on July 24, 2014. The Company funded the acquisition from cash on hand in the United States and $995 million borrowed under the Company's revolving credit facility. Also, in connection with this acquisition, the Company assumed unvested employee stock options and restricted stock units with an estimated acquisition fair value of approximately $95 million, which will be accounted for as post-combination compensation expense. The purchase price allocation has not been completed. The Company's consolidated financial statements will include the accounts of OpenTable starting on July 24, 2014. | |
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. In addition, the Company recognized a liability at fair value of approximately $24 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 $90 million. The purchase price allocations were not completed in the second quarter of 2014. | |
The Company incurred $5.6 million of professional fees in the second quarter of 2014 related to consummated acquisitions. |
STOCKBASED_EMPLOYEE_COMPENSATI1
STOCK-BASED EMPLOYEE COMPENSATION (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ||||||||||||||||
Activity of unvested restricted stock units and performance share units | ' | ||||||||||||||||
Restricted Stock Units and Performance Share Units | |||||||||||||||||
The following table summarizes the activity of restricted stock units and performance share units ("share-based awards") during the six months ended June 30, 2014: | |||||||||||||||||
Share-Based Awards | Shares | Weighted Average Grant Date Fair Value | |||||||||||||||
Unvested at December 31, 2013 | 534,319 | $ | 615.1 | ||||||||||||||
Granted | 101,003 | $ | 1,328.71 | ||||||||||||||
Vested | (181,920 | ) | $ | 470.62 | |||||||||||||
Performance Share Units Adjustment | 27,384 | $ | 795.67 | ||||||||||||||
Forfeited | (4,966 | ) | $ | 843.61 | |||||||||||||
Unvested at June 30, 2014 | 475,820 | $ | 829.82 | ||||||||||||||
Schedule of share-based compensation, stock options, activity | ' | ||||||||||||||||
Employee Stock Options Assumed in Acquisitions | |||||||||||||||||
The Company assumed vested and unvested employee stock options as part of the acquisitions completed in the second quarters of 2013 and 2014. The following table summarizes the activity of these assumed employee stock options for the six months ended June 30, 2014: | |||||||||||||||||
Assumed Employee Stock Options | Number of Shares | Weighted Average | Aggregate | Weighted Average Remaining Contractual Term | |||||||||||||
 Exercise Price |  Intrinsic Value (in thousands) | (in years) | |||||||||||||||
Balance, December 31, 2013 | 128,708 | $ | 335.83 | $ | 106,386 | 6.9 | |||||||||||
Assumed in acquisition | 10,520 | $ | 122.75 | ||||||||||||||
Exercised | (28,933 | ) | $ | 319.4 | |||||||||||||
Forfeited | (172 | ) | $ | 452.47 | |||||||||||||
Balance, June 30, 2014 | 110,123 | $ | 319.61 | $ | 97,282 | 6.7 | |||||||||||
Vested and exercisable as of June 30, 2014 | 76,412 | $ | 269.43 | $ | 71,336 | 5.9 | |||||||||||
Vested and exercisable as of June 30, 2014 and expected to vest thereafter, net of estimated forfeitures | 108,387 | $ | 318.09 | $ | 95,913 | 6.6 | |||||||||||
NET_INCOME_PER_SHARE_Tables
NET INCOME PER SHARE (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Reconciliation of the weighted average number of shares outstanding used in calculating diluted earnings per share | ' | ||||||||||||
A reconciliation of the weighted average number of shares outstanding used in calculating diluted earnings per share is as follows (in thousands):Â | |||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||
June 30, | June 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
Weighted average number of basic common shares outstanding | 52,397 | 50,760 | 52,275 | 50,348 | |||||||||
Weighted average dilutive stock options, restricted stock units and performance share units | 188 | 207 | 271 | 277 | |||||||||
Assumed conversion of Convertible Senior Notes | 370 | 1,144 | 458 | 1,107 | |||||||||
Weighted average number of diluted common and common equivalent shares outstanding | 52,955 | 52,111 | 53,004 | 51,732 | |||||||||
Anti-dilutive potential common shares | 2,161 | 3,108 | 2,077 | 3,044 | |||||||||
INVESTMENTS_Tables
INVESTMENTS (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | ||||||||||||||||
Short-term investments | ' | ||||||||||||||||
The following table summarizes, by major security type, the Company's short-term investments as of December 31, 2013 (in thousands): | |||||||||||||||||
Cost | Gross | Gross | Fair | ||||||||||||||
 Unrealized |  Unrealized |  Value | |||||||||||||||
 Gains |  Losses | ||||||||||||||||
Available for sale securities | |||||||||||||||||
Foreign government securities | $ | 4,019,530 | $ | 233 | $ | (356 | ) | $ | 4,019,407 | ||||||||
U.S. government securities | 1,443,083 | 250 | (20 | ) | 1,443,313 | ||||||||||||
Total | $ | 5,462,613 | $ | 483 | $ | (376 | ) | $ | 5,462,720 | ||||||||
The following table summarizes, by major security type, the Company's short-term investments as of June 30, 2014 (in thousands): | |||||||||||||||||
Cost | Gross | Gross | Fair | ||||||||||||||
Unrealized | Unrealized |  Value | |||||||||||||||
Gains | Â Losses | ||||||||||||||||
Available for sale securities | |||||||||||||||||
Foreign government securities | $ | 2,291,203 | $ | 669 | $ | (365 | ) | $ | 2,291,507 | ||||||||
U.S. government securities | 1,369,107 | 234 | (41 | ) | 1,369,300 | ||||||||||||
Total | $ | 3,660,310 | $ | 903 | $ | (406 | ) | $ | 3,660,807 | ||||||||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Financial instruments carried at fair value | ' | ||||||||||||||||
Financial assets and liabilities carried at fair value as of June 30, 2014 are classified in the tables below in the categories described below (in thousands): | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
ASSETS: | |||||||||||||||||
Short-term investments | |||||||||||||||||
Foreign government securities | $ | — | $ | 2,291,507 | $ | — | $ | 2,291,507 | |||||||||
U.S. government securities | — | 1,369,300 | — | 1,369,300 | |||||||||||||
Foreign exchange derivatives | — | 6,438 | — | 6,438 | |||||||||||||
Total assets at fair value | $ | — | $ | 3,667,245 | $ | — | $ | 3,667,245 | |||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
LIABILITIES: | |||||||||||||||||
Foreign exchange derivatives | $ | — | $ | 25,411 | $ | — | $ | 25,411 | |||||||||
Financial assets and liabilities carried at fair value as of December 31, 2013 are classified in the tables below in the categories described below (in thousands): | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
ASSETS: | |||||||||||||||||
Short-term investments | |||||||||||||||||
Foreign government securities | $ | — | $ | 4,019,407 | $ | — | $ | 4,019,407 | |||||||||
U.S. government securities | — | 1,443,313 | — | 1,443,313 | |||||||||||||
Foreign exchange derivatives | — | 292 | — | 292 | |||||||||||||
Total assets at fair value | $ | — | $ | 5,463,012 | $ | — | $ | 5,463,012 | |||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
LIABILITIES: | |||||||||||||||||
Foreign exchange derivatives | $ | — | $ | 122,091 | $ | — | $ | 122,091 | |||||||||
INTANGIBLE_ASSETS_AND_GOODWILL1
INTANGIBLE ASSETS AND GOODWILL (Tables) | 6 Months Ended | |||||||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Intangible assets | ' | |||||||||||||||||||||||||||
The Company's intangible assets at June 30, 2014 and December 31, 2013 consisted of the following (in thousands): | ||||||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | Amortization | Weighted | |||||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | Period | Average | |||||||||||||||||||||
Amount | Amount | Amount | Amount | Useful Life | ||||||||||||||||||||||||
Supply and distribution agreements | $ | 582,875 | $ | (179,841 | ) | $ | 403,034 | $ | 581,742 | $ | (160,499 | ) | $ | 421,243 | 10 - 20 years | 16 years | ||||||||||||
Technology | 94,137 | (36,602 | ) | 57,535 | 93,322 | (29,271 | ) | 64,051 | 1 - 5 years | 5 years | ||||||||||||||||||
Patents | 1,623 | (1,501 | ) | 122 | 1,623 | (1,478 | ) | 145 | 15 years | 15 years | ||||||||||||||||||
Internet domain names | 46,562 | (15,697 | ) | 30,865 | 45,799 | (12,112 | ) | 33,687 | 2 - 20 years | 8 years | ||||||||||||||||||
Trade names | 548,925 | (63,539 | ) | 485,386 | 548,243 | (47,388 | ) | 500,855 | 5 - 20 years | 19 years | ||||||||||||||||||
Other | 141 | (137 | ) | 4 | 141 | (137 | ) | 4 | 3 - 10 years | 3 years | ||||||||||||||||||
Total intangible assets | $ | 1,274,263 | $ | (297,317 | ) | $ | 976,946 | $ | 1,270,870 | $ | (250,885 | ) | $ | 1,019,985 | ||||||||||||||
Annual estimated amortization expense for intangible assets for the remainder of 2014, the next five years and thereafter | ' | |||||||||||||||||||||||||||
The amortization expense for intangible assets for the remainder of 2014, the annual expense for the next five years, and the expense thereafter is expected to be as follows (in thousands):Â | ||||||||||||||||||||||||||||
2014 | $ | 45,826 | ||||||||||||||||||||||||||
2015 | 88,141 | |||||||||||||||||||||||||||
2016 | 84,757 | |||||||||||||||||||||||||||
2017 | 80,608 | |||||||||||||||||||||||||||
2018 | 64,646 | |||||||||||||||||||||||||||
2019 | 55,767 | |||||||||||||||||||||||||||
Thereafter | 557,201 | |||||||||||||||||||||||||||
$ | 976,946 | |||||||||||||||||||||||||||
Goodwill | ' | |||||||||||||||||||||||||||
The change in goodwill for the six months ended June 30, 2014 consists of the following (in thousands): | ||||||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 1,767,912 | ||||||||||||||||||||||||||
Acquisitions | 130,709 | |||||||||||||||||||||||||||
Currency translation adjustments | 6,930 | |||||||||||||||||||||||||||
Balance at June 30, 2014 | $ | 1,905,551 | ||||||||||||||||||||||||||
OTHER_ASSETS_Tables
OTHER ASSETS (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Other Assets, Noncurrent [Abstract] | ' | ||||||||
Components of other assets | ' | ||||||||
Other assets at June 30, 2014 and December 31, 2013 consisted of the following (in thousands): | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Deferred debt issuance costs | $ | 13,880 | $ | 16,465 | |||||
Security deposits | 12,483 | 10,617 | |||||||
Other | 7,303 | 6,432 | |||||||
Total | $ | 33,666 | $ | 33,514 | |||||
DEBT_Tables
DEBT (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||
Schedule of convertible debt | ' | ||||||||||||
Convertible Debt | |||||||||||||
Convertible debt as of June 30, 2014 consisted of the following (in thousands): | |||||||||||||
30-Jun-14 | Outstanding | Unamortized | Carrying | ||||||||||
 Principal |  Debt |  Value | |||||||||||
Amount | Â Discount | ||||||||||||
1.25% Convertible Senior Notes due March 2015 | $ | 42,651 | $ | (1,335 | ) | $ | 41,316 | ||||||
1.0% Convertible Senior Notes due March 2018 | 1,000,000 | (85,911 | ) | 914,089 | |||||||||
0.35% Convertible Senior Notes due June 2020 | 1,000,000 | (149,725 | ) | 850,275 | |||||||||
Outstanding convertible debt | $ | 2,042,651 | $ | (236,971 | ) | $ | 1,805,680 | ||||||
Convertible debt as of December 31, 2013 consisted of the following (in thousands): | |||||||||||||
31-Dec-13 | Outstanding | Unamortized | Carrying | ||||||||||
 Principal |  Debt |  Value | |||||||||||
Amount | Â Discount | ||||||||||||
1.25% Convertible Senior Notes due March 2015 | $ | 160,464 | $ | (8,533 | ) | $ | 151,931 | ||||||
1.0% Convertible Senior Notes due March 2018 | 1,000,000 | (96,797 | ) | 903,203 | |||||||||
0.35% Convertible Senior Notes due June 2020 | 1,000,000 | (161,156 | ) | 838,844 | |||||||||
Outstanding convertible debt | $ | 2,160,464 | $ | (266,486 | ) | $ | 1,893,978 | ||||||
REDEEMABLE_NONCONTROLLING_INTE1
REDEEMABLE NONCONTROLLING INTERESTS (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Noncontrolling Interest [Abstract] | ' | ||||||||
Reconciliation of redeemable noncontrolling interests | ' | ||||||||
A reconciliation of redeemable noncontrolling interests for the three and six months ended June 30, 2013 is as follows (in thousands): | |||||||||
30-Jun-13 | |||||||||
Three Months Ended | Six Months Ended | ||||||||
Balance, beginning of period | $ | 190,893 | $ | 160,287 | |||||
Net income attributable to noncontrolling interests | 114 | 135 | |||||||
Fair value adjustments (1)Â | (246 | ) | 42,522 | ||||||
Purchases of subsidiary shares at fair value (1) | (192,530 | ) | (192,530 | ) | |||||
Currency translation adjustments | 1,769 | (10,414 | ) | ||||||
Balance, end of period | $ | — | $ | — | |||||
(1) The fair value of the redeemable noncontrolling interests was determined by industry peer comparable analysis and a discounted cash flow valuation model. |
ACCUMULATED_OTHER_COMPREHENSIV1
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ' | ||||||||
Balances for each classification of accumulated other comprehensive income (loss) | ' | ||||||||
The table below provides the balances for each classification of accumulated other comprehensive income as of June 30, 2014 and December 31, 2013 (in thousands): | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Foreign currency translation adjustments, net of tax (1) | $ | 78,013 | $ | 84,598 | |||||
Net unrealized gain on marketable securities, net of tax (2) | 322 | 131 | |||||||
Accumulated other comprehensive income | $ | 78,335 | $ | 84,729 | |||||
(1) Foreign currency translation adjustments, net of tax, includes net losses from fair value adjustments at June 30, 2014 of $41.7 million after tax ($66.5 million before tax) and net losses from fair value adjustments at December 31, 2013 of $58.7 million after tax ($98.8 million before tax) associated with net investment hedges (see Note 5). The remaining balance in currency translation adjustments excludes income taxes due to the Company's practice and intention to reinvest the earnings of its foreign subsidiaries in those operations. | |||||||||
(2) The unrealized gain before tax at June 30, 2014 and December 31, 2013 was $0.5 million and $0.2 million, respectively. |
STOCKBASED_EMPLOYEE_COMPENSATI2
STOCK-BASED EMPLOYEE COMPENSATION (Details) (Restricted Stock Units and Performance Share Units [Member], USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Restricted Stock Units and Performance Share Units [Member] | ' |
Share-Based Awards - Shares | ' |
Unvested at December 31, 2013 | 534,319 |
Granted (in shares) | 101,003 |
Vested (in shares) | -181,920 |
Performance Share Units Adjustment (in shares) | 27,384 |
Forfeited (in shares) | -4,966 |
Unvested at June 30, 2014 | 475,820 |
Share-Based Awards - Weighted Average Grant Date Fair Value | ' |
Unvested at December 31, 2013 | $615.10 |
Granted (in dollars per share) | $1,328.71 |
Vested (in dollars per share) | $470.62 |
Performance Share Units Adjustment (in dollars per share) | $795.67 |
Forfeited (in dollars per share) | $843.61 |
Unvested at June 30, 2014 | $829.82 |
STOCKBASED_EMPLOYEE_COMPENSATI3
STOCK-BASED EMPLOYEE COMPENSATION (Details Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 6 Months Ended | 12 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2012 | Jun. 30, 2014 | |
Restricted Stock Units and Performance Share Units [Member] | Restricted Stock Units and Performance Share Units [Member] | Restricted Stock Units (RSUs) [Member] | Performance Share Units 2014 Grants [Member] | Performance Share Units 2013 Grants [Member] | Performance Share Units 2013 Grants [Member] | Performance Share Units 2012 Grants [Member] | Performance Share Units 2012 Grants [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | $35,168,000 | $34,736,000 | $73,971,000 | $56,445,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Total unrecognized estimated compensation expense, unvested share-based awards | ' | ' | ' | ' | 234,900,000 | ' | ' | ' | ' | ' | ' | ' |
Total future compensation cost related to unvested Share-Based Awards, expected period of recognition | ' | ' | ' | ' | '2 years 1 month | ' | ' | ' | ' | ' | ' | ' |
Granted (in shares) | ' | ' | ' | ' | 101,003 | ' | 35,788 | 65,215 | 104,865 | ' | 60,365 | ' |
Vesting period (in years) | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' |
Unvested at June 30, 2014 | ' | ' | ' | ' | 475,820 | 534,319 | ' | ' | ' | 103,104 | ' | 57,927 |
Grant date fair value | ' | ' | ' | ' | ' | ' | 47,200,000 | 87,000,000 | 74,400,000 | ' | 39,000,000 | ' |
Granted (in dollars per share) | ' | ' | ' | ' | $1,328.71 | ' | $1,319.74 | $1,333.63 | $709.74 | ' | $645.86 | ' |
Estimated number of probable shares to be issued (in shares) | ' | ' | ' | ' | ' | ' | ' | 65,215 | ' | 196,495 | ' | 98,566 |
Maximum shares that could be issued (in shares) | ' | ' | ' | ' | ' | ' | ' | 130,430 | ' | 225,778 | ' | 115,854 |
Minimum shares that could be issued (in shares) | ' | ' | ' | ' | ' | ' | ' | 45,786 | ' | 40,408 | ' | 36,173 |
Exercised (in shares) | ' | ' | 4,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercised (in dollars per share) | ' | ' | $22.47 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options exercised, total intrinsic value | ' | ' | 5,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending balance (in shares) | 4,300 | ' | 4,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Exercise Price (in dollars per share) | $22.64 | ' | $22.64 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Remaining Contractual Term | ' | ' | '0 years 9 months 20 days | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate Intrinsic Value | $5,100,000 | ' | $5,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
STOCKBASED_EMPLOYEE_COMPENSATI4
STOCK-BASED EMPLOYEE COMPENSATION (Schedule of Assumed Stock Options) (Details) (USD $) | 6 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
Number of Shares | ' | ' |
Exercised (in shares) | -4,700 | ' |
Ending balance (in shares) | 4,300 | ' |
Weighted Average Exercise Price | ' | ' |
Exercised (in dollars per share) | $22.47 | ' |
Ending balance (in dollars per share) | $22.64 | ' |
Aggregate Intrinsic Value | $5,100 | ' |
Vested and exercisable as of June 30, 2014 | ' | ' |
Weighted Average Remaining Contractual Term | '0 years 9 months 20 days | ' |
Employee Stock Option [Member] | Awards assumed in acquisitions [Member] | ' | ' |
Number of Shares | ' | ' |
Beginning balance (in shares) | 128,708 | ' |
Assumed in acquisition | 10,520 | ' |
Exercised (in shares) | -28,933 | ' |
Forfeited (in shares) | -172 | ' |
Ending balance (in shares) | 110,123 | 128,708 |
Weighted Average Exercise Price | ' | ' |
Beginning balance (in dollars per share) | $335.83 | ' |
Assumed (in dollars per share) | $122.75 | ' |
Exercised (in dollars per share) | $319.40 | ' |
Forfeited (in dollars per share) | $452.47 | ' |
Ending balance (in dollars per share) | $319.61 | $335.83 |
Aggregate Intrinsic Value | 97,282 | 106,386 |
Weighted Average Remaining Contractual Term | '6 years 8 months | '6 years 11 months |
Vested and exercisable as of June 30, 2014 | ' | ' |
Number of Shares | 76,412 | ' |
Weighted Average Exercise Price (in dollars per share) | $269.43 | ' |
Aggregate Intrinsic Value | 71,336 | ' |
Weighted Average Remaining Contractual Term | '5 years 11 months | ' |
Vested and exercisable as of June 30, 2014 and expected to vest thereafter, net of estimated forfeitures | ' | ' |
Number of Shares | 108,387 | ' |
Weighted Average Exercise Price (in dollars per share) | $318.09 | ' |
Aggregate Intrinsic Value | $95,913 | ' |
Weighted Average Remaining Contractual Term | '6 years 7 months | ' |
STOCKBASED_EMPLOYEE_COMPENSATI5
STOCK-BASED EMPLOYEE COMPENSATION (Assumed Stock Options Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock options exercised, total intrinsic value | ' | ' | $5,800,000 | ' |
Stock-based compensation expense | 35,168,000 | 34,736,000 | 73,971,000 | 56,445,000 |
Awards assumed in acquisitions [Member] | Employee Stock Option [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock options exercised, total intrinsic value | ' | ' | 28,100,000 | ' |
Assumed unvested employee stock options vesting during period (in shares) | ' | ' | 15,363 | ' |
Fair value of stock options vested during the period | ' | ' | 6,500,000 | ' |
Stock-based compensation expense | 2,700,000 | 11,000,000 | 6,800,000 | ' |
Stock-based compensation expense not yet recognized | $17,000,000 | ' | $17,000,000 | ' |
Total future compensation cost related to Stock Options, expected period of recognition | ' | ' | '2 years 6 months | ' |
NET_INCOME_PER_SHARE_Details
NET INCOME PER SHARE (Details) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Anti-dilutive Securities Excluded From Computation Of Earnings Per Share | ' | ' | ' | ' |
Weighted average number of basic common shares outstanding | 52,397 | 50,760 | 52,275 | 50,348 |
Weighted average dilutive stock options, restricted stock units and performance share units | 188 | 207 | 271 | 277 |
Assumed conversion of convertible debt (in shares) | 370 | 1,144 | 458 | 1,107 |
Weighted average number of diluted common and common equivalent shares outstanding (in shares) | 52,955 | 52,111 | 53,004 | 51,732 |
Unvested Stock Awards Outstanding and Convertible Debt Securities [Member] | ' | ' | ' | ' |
Anti-dilutive Securities Excluded From Computation Of Earnings Per Share | ' | ' | ' | ' |
Anti-dilutive potential common shares | 2,161 | 3,108 | 2,077 | 3,044 |
Convertible Debt [Member] | ' | ' | ' | ' |
Anti-dilutive Securities Excluded From Computation Of Earnings Per Share | ' | ' | ' | ' |
Anti-dilutive potential common shares | ' | ' | 1,600 | ' |
INVESTMENTS_Details
INVESTMENTS (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Aug. 06, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 |
Convertible Debt Securities [Member] | Foreign government securities [Member] | Foreign government securities [Member] | U.S. government securities [Member] | U.S. government securities [Member] | |||
Ctrip.com International, Ltd. [Member] | |||||||
Investments, Current | ' | ' | ' | ' | ' | ' | ' |
Cost | $3,660,310,000 | $5,462,613,000 | ' | $2,291,203,000 | $4,019,530,000 | $1,369,107,000 | $1,443,083,000 |
Available For Sale Debt Securities Gross Unrealized Gain Accumulated in Investments | 903,000 | 483,000 | ' | 669,000 | 233,000 | 234,000 | 250,000 |
Available For Sale Securities Gross Unrealized Loss Accumulated in Investments | -406,000 | -376,000 | ' | -365,000 | -356,000 | -41,000 | -20,000 |
Fair Value | 3,660,807,000 | 5,462,720,000 | ' | 2,291,507,000 | 4,019,407,000 | 1,369,300,000 | 1,443,313,000 |
Available-for-sale Securities, Debt Securities | ' | ' | $500,000,000 | ' | ' | ' | ' |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details Tables) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ASSETS: | ' | ' |
Short-term investments | $3,660,807 | $5,462,720 |
Foreign government securities [Member] | ' | ' |
ASSETS: | ' | ' |
Short-term investments | 2,291,507 | 4,019,407 |
U.S. government securities [Member] | ' | ' |
ASSETS: | ' | ' |
Short-term investments | 1,369,300 | 1,443,313 |
Recurring Basis [Member] | ' | ' |
ASSETS: | ' | ' |
Foreign exchange derivatives | 6,438 | 292 |
Total assets at fair value | 3,667,245 | 5,463,012 |
LIABILITIES: | ' | ' |
Foreign exchange derivatives | 25,411 | 122,091 |
Recurring Basis [Member] | Foreign government securities [Member] | ' | ' |
ASSETS: | ' | ' |
Short-term investments | 2,291,507 | 4,019,407 |
Recurring Basis [Member] | U.S. government securities [Member] | ' | ' |
ASSETS: | ' | ' |
Short-term investments | 1,369,300 | 1,443,313 |
Recurring Basis [Member] | Level 2 [Member] | ' | ' |
ASSETS: | ' | ' |
Foreign exchange derivatives | 6,438 | 292 |
Total assets at fair value | 3,667,245 | 5,463,012 |
LIABILITIES: | ' | ' |
Foreign exchange derivatives | 25,411 | 122,091 |
Recurring Basis [Member] | Level 2 [Member] | Foreign government securities [Member] | ' | ' |
ASSETS: | ' | ' |
Short-term investments | 2,291,507 | 4,019,407 |
Recurring Basis [Member] | Level 2 [Member] | U.S. government securities [Member] | ' | ' |
ASSETS: | ' | ' |
Short-term investments | $1,369,300 | $1,443,313 |
FAIR_VALUE_MEASUREMENTS_Detail1
FAIR VALUE MEASUREMENTS (Details Narrative) | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | |
USD ($) | USD ($) | Foreign Currency Contracts [Member] | Foreign Currency Contracts [Member] | Foreign Currency Contracts [Member] | Foreign Currency Contracts [Member] | Foreign Currency Contracts [Member] | Foreign Exchange Contracts, Translation Risk [Member] | Foreign Exchange Contracts, Translation Risk [Member] | Foreign Exchange Contracts, Translation Risk [Member] | Foreign Exchange Contracts, Translation Risk [Member] | Foreign Exchange Contracts, Transaction Risk [Member] | Foreign Exchange Contracts, Transaction Risk [Member] | Foreign Exchange Contracts, Transaction Risk [Member] | Foreign Exchange Contracts, Transaction Risk [Member] | Foreign Exchange Contracts, Transaction Risk [Member] | Recurring Basis [Member] | Recurring Basis [Member] | |
USD ($) | USD ($) | USD ($) | Net Investment Hedging [Member] | Net Investment Hedging [Member] | Foreign Currency Contracts [Member] | Foreign Currency Contracts [Member] | Foreign Currency Contracts [Member] | Foreign Currency Contracts [Member] | Foreign Currency Contracts [Member] | Foreign Currency Contracts [Member] | Foreign Currency Contracts [Member] | Foreign Currency Contracts [Member] | Foreign Currency Contracts [Member] | USD ($) | USD ($) | |||
EUR (€) | EUR (€) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||||||
Foreign Currency Derivatives | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign Currency Contracts, Liability, Fair Value Disclosure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25,411,000 | $122,091,000 |
Derivatives Not Designated as Hedging Instruments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign exchange gains (losses) recorded in Foreign currency transactions and other | ' | ' | ' | ' | ' | ' | ' | 4,600,000 | 1,800,000 | 4,300,000 | 2,200,000 | -4,600,000 | 3,500,000 | -4,000,000 | 300,000 | ' | ' | ' |
Foreign currency derivative instruments not designated as hedging instruments at fair value, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | 200,000 | ' | -500,000 | ' | ' |
Foreign exchange derivative assets recorded in Prepaid expenses and other current assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | 400,000 | ' | 100,000 | ' | ' |
Foreign exchange derivative liabilities recorded in Accrued expenses and other current liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | 200,000 | ' | 600,000 | ' | ' |
Payments for Derivative Instrument Operating Activities | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash inflow from settlement of derivative contracts included in operating activities | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivatives Designated as Hedging Instruments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, notional amount | ' | ' | ' | ' | ' | 2,000,000,000 | 3,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative Instruments in hedges, net investment in foreign operations, fair value, net | ' | ' | -19,200,000 | ' | -121,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative liabilities recorded in Accrued expense and other current liabilities | ' | ' | 25,200,000 | ' | 121,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative assets recorded in Prepaid expenses and other current assets | ' | ' | 6,000,000 | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments on foreign currency contracts | $78,866,000 | $44,187,000 | $69,800,000 | $44,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INTANGIBLE_ASSETS_AND_GOODWILL2
INTANGIBLE ASSETS AND GOODWILL (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 |
Finite-lived intangible assets | ' | ' | ' | ' | ' |
Gross Carrying Amount | $1,274,263 | ' | $1,274,263 | ' | $1,270,870 |
Accumulated Amortization | -297,317 | ' | -297,317 | ' | -250,885 |
Net Carrying Amount | 976,946 | ' | 976,946 | ' | 1,019,985 |
Amortization | 23,000 | 14,800 | 45,774 | 24,039 | ' |
Annual estimated amortization expense for intangible assets | ' | ' | ' | ' | ' |
2014 | 45,826 | ' | 45,826 | ' | ' |
2015 | 88,141 | ' | 88,141 | ' | ' |
2016 | 84,757 | ' | 84,757 | ' | ' |
2017 | 80,608 | ' | 80,608 | ' | ' |
2018 | 64,646 | ' | 64,646 | ' | ' |
2019 | 55,767 | ' | 55,767 | ' | ' |
Thereafter | 557,201 | ' | 557,201 | ' | ' |
Total | 976,946 | ' | 976,946 | ' | ' |
Goodwill: | ' | ' | ' | ' | ' |
Balance at December 31, 2013 | ' | ' | 1,767,912 | ' | ' |
Acquisitions | ' | ' | 130,709 | ' | ' |
Currency translation adjustments | ' | ' | 6,930 | ' | ' |
Balance at June 30, 2014 | 1,905,551 | ' | 1,905,551 | ' | ' |
Supply and distribution agreements [Member] | ' | ' | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' | ' | ' |
Gross Carrying Amount | 582,875 | ' | 582,875 | ' | 581,742 |
Accumulated Amortization | -179,841 | ' | -179,841 | ' | -160,499 |
Net Carrying Amount | 403,034 | ' | 403,034 | ' | 421,243 |
Finite lived intangibles, weighted average useful life | ' | ' | '16 years | ' | ' |
Technology [Member] | ' | ' | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' | ' | ' |
Gross Carrying Amount | 94,137 | ' | 94,137 | ' | 93,322 |
Accumulated Amortization | -36,602 | ' | -36,602 | ' | -29,271 |
Net Carrying Amount | 57,535 | ' | 57,535 | ' | 64,051 |
Finite lived intangibles, weighted average useful life | ' | ' | '5 years | ' | ' |
Patents [Member] | ' | ' | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' | ' | ' |
Gross Carrying Amount | 1,623 | ' | 1,623 | ' | 1,623 |
Accumulated Amortization | -1,501 | ' | -1,501 | ' | -1,478 |
Net Carrying Amount | 122 | ' | 122 | ' | 145 |
Amortization period (in years) | ' | ' | '15 years | ' | ' |
Finite lived intangibles, weighted average useful life | ' | ' | '15 years | ' | ' |
Internet domain names [Member] | ' | ' | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' | ' | ' |
Gross Carrying Amount | 46,562 | ' | 46,562 | ' | 45,799 |
Accumulated Amortization | -15,697 | ' | -15,697 | ' | -12,112 |
Net Carrying Amount | 30,865 | ' | 30,865 | ' | 33,687 |
Finite lived intangibles, weighted average useful life | ' | ' | '8 years | ' | ' |
Trade names [Member] | ' | ' | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' | ' | ' |
Gross Carrying Amount | 548,925 | ' | 548,925 | ' | 548,243 |
Accumulated Amortization | -63,539 | ' | -63,539 | ' | -47,388 |
Net Carrying Amount | 485,386 | ' | 485,386 | ' | 500,855 |
Finite lived intangibles, weighted average useful life | ' | ' | '19 years | ' | ' |
Other [Member] | ' | ' | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' | ' | ' |
Gross Carrying Amount | 141 | ' | 141 | ' | 141 |
Accumulated Amortization | -137 | ' | -137 | ' | -137 |
Net Carrying Amount | $4 | ' | $4 | ' | $4 |
Finite lived intangibles, weighted average useful life | ' | ' | '3 years | ' | ' |
Minimum [Member] | Supply and distribution agreements [Member] | ' | ' | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' | ' | ' |
Amortization period (in years) | ' | ' | '10 years | ' | ' |
Minimum [Member] | Technology [Member] | ' | ' | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' | ' | ' |
Amortization period (in years) | ' | ' | '1 year | ' | ' |
Minimum [Member] | Internet domain names [Member] | ' | ' | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' | ' | ' |
Amortization period (in years) | ' | ' | '2 years | ' | ' |
Minimum [Member] | Trade names [Member] | ' | ' | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' | ' | ' |
Amortization period (in years) | ' | ' | '5 years | ' | ' |
Minimum [Member] | Other [Member] | ' | ' | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' | ' | ' |
Amortization period (in years) | ' | ' | '3 years | ' | ' |
Maximum [Member] | Supply and distribution agreements [Member] | ' | ' | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' | ' | ' |
Amortization period (in years) | ' | ' | '20 years | ' | ' |
Maximum [Member] | Technology [Member] | ' | ' | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' | ' | ' |
Amortization period (in years) | ' | ' | '5 years | ' | ' |
Maximum [Member] | Internet domain names [Member] | ' | ' | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' | ' | ' |
Amortization period (in years) | ' | ' | '20 years | ' | ' |
Maximum [Member] | Trade names [Member] | ' | ' | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' | ' | ' |
Amortization period (in years) | ' | ' | '20 years | ' | ' |
Maximum [Member] | Other [Member] | ' | ' | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' | ' | ' |
Amortization period (in years) | ' | ' | '10 years | ' | ' |
OTHER_ASSETS_Details_Tables
OTHER ASSETS (Details Tables) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Assets, Noncurrent [Abstract] | ' | ' |
Deferred debt issuance costs | $13,880 | $16,465 |
Security deposits | 12,483 | 10,617 |
Other | 7,303 | 6,432 |
Total | $33,666 | $33,514 |
OTHER_ASSETS_Details_Narrative
OTHER ASSETS (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2012 | Mar. 31, 2010 | 31-May-13 | Oct. 31, 2011 | |
Convertible Debt Converted Debt [Member] | Convertible Debt Converted Debt [Member] | 1.00% Convertible Senior Notes Due March 2018 [Member] | 1.25% Convertible Senior Notes due March 2015 [Member] | 0.35 % Senior Convertible Notes Due June 2020 [Member] | Revolving Credit Facility [Member] | |
Debt Instrument | ' | ' | ' | ' | ' | ' |
Aggregate principal amount | ' | ' | $1,000,000,000 | $575,000,000 | $1,000,000,000 | ' |
Interest rate on Convertible Senior Notes | ' | ' | 1.00% | 1.25% | 0.35% | ' |
Line of credit facility, current borrowing capacity | ' | ' | ' | ' | ' | 1,000,000,000 |
Write off of deferred debt issuance cost | $200,000 | $500,000 | ' | ' | ' | ' |
DEBT_Details_Tables
DEBT (Details Tables) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Mar. 31, 2010 | Jun. 30, 2014 | Dec. 31, 2013 | Mar. 31, 2012 | Jun. 30, 2014 | Dec. 31, 2013 | 31-May-13 |
In Thousands, unless otherwise specified | 1.25% Convertible Senior Notes due March 2015 [Member] | 1.25% Convertible Senior Notes due March 2015 [Member] | 1.25% Convertible Senior Notes due March 2015 [Member] | 1.00% Convertible Senior Notes Due March 2018 [Member] | 1.00% Convertible Senior Notes Due March 2018 [Member] | 1.00% Convertible Senior Notes Due March 2018 [Member] | 0.35 % Senior Convertible Notes Due June 2020 [Member] | 0.35 % Senior Convertible Notes Due June 2020 [Member] | 0.35 % Senior Convertible Notes Due June 2020 [Member] | ||
Convertible Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding Principal Amount | $2,042,651 | $2,160,464 | $42,651 | $160,464 | ' | $1,000,000 | $1,000,000 | ' | $1,000,000 | $1,000,000 | ' |
Unamortized Debt Discount | -236,971 | -266,486 | -1,335 | -8,533 | ' | -85,911 | -96,797 | ' | -149,725 | -161,156 | -20,000 |
Carrying Value | $1,805,680 | $1,893,978 | $41,316 | $151,931 | ' | $914,089 | $903,203 | ' | $850,275 | $838,844 | ' |
Interest rate on Convertible Senior Notes | ' | ' | ' | ' | 1.25% | ' | ' | 1.00% | ' | ' | 0.35% |
DEBT_Details_1
DEBT (Details 1) (USD $) | 6 Months Ended | 1 Months Ended | 1 Months Ended | |||||||||||||
Jun. 30, 2014 | Dec. 31, 2013 | Oct. 31, 2011 | Jun. 30, 2014 | Dec. 31, 2013 | Oct. 31, 2011 | Oct. 31, 2011 | Oct. 31, 2011 | Oct. 31, 2011 | Oct. 31, 2011 | Oct. 31, 2011 | Oct. 31, 2011 | Oct. 31, 2011 | Oct. 31, 2011 | Oct. 31, 2011 | Jul. 24, 2014 | |
Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Swingline Loans [Member] | Letter of Credit [Member] | OpenTable [Member] | |||
Minimum [Member] | Maximum [Member] | Rate 1 [Member] | Rate 1 [Member] | Rate 2B [Member] | Rate 2C [Member] | Rate 2C [Member] | Rate 2C [Member] | Revolving Credit Facility [Member] | ||||||||
London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | Federal funds rate [Member] | Minimum [Member] | Maximum [Member] | One month LIBOR [Member] | |||||||||||
Minimum [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, maximum borrowing capacity | ' | ' | $1,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $50,000,000 | $100,000,000 | ' |
Period of revolving credit facility (in years) | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis spread on variable rate | ' | ' | ' | ' | ' | ' | ' | 1.00% | 1.50% | 0.50% | 0.00% | 0.50% | 1.00% | ' | ' | ' |
Commitment fee rate | ' | ' | ' | ' | ' | 0.10% | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 995,000,000 |
Letters of credit issued | $2,400,000 | $2,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit, interest rate description | ' Borrowings under the revolving credit facility will bear interest, at the Company's option, at a rate per annum equal to either (i) the adjusted LIBOR for the interestB period in effect for such borrowing plus an applicable margin ranging from 1.00% to 1.50%; or (ii) the greatest of (a)B JPMorgan Chase Bank, National Association's prime lending rate, (b)B the federal funds rate plus 0.50%, and (c) an adjusted LIBOR for an interest period of one month plus 1.00%, plus an applicable margin ranging from 0.00% to 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
DEBT_Details_2
DEBT (Details 2) (USD $) | 6 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Mar. 31, 2010 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2010 | Mar. 31, 2012 | Dec. 31, 2012 | Jun. 30, 2014 | Dec. 31, 2013 | 31-May-13 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Mar. 31, 2013 | Mar. 31, 2010 | Mar. 31, 2012 | 31-May-13 | Mar. 31, 2010 | Mar. 31, 2012 | 31-May-13 | Aug. 04, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | 1.25% Convertible Senior Notes due March 2015 [Member] | 1.25% Convertible Senior Notes due March 2015 [Member] | 1.25% Convertible Senior Notes due March 2015 [Member] | 1.25% Convertible Senior Notes due March 2015 [Member] | 1.00% Convertible Senior Notes Due March 2018 [Member] | 1.00% Convertible Senior Notes Due March 2018 [Member] | 1.00% Convertible Senior Notes Due March 2018 [Member] | 1.00% Convertible Senior Notes Due March 2018 [Member] | 0.35 % Senior Convertible Notes Due June 2020 [Member] | 0.35 % Senior Convertible Notes Due June 2020 [Member] | 0.35 % Senior Convertible Notes Due June 2020 [Member] | 0.35 % Senior Convertible Notes Due June 2020 [Member] | 0.35 % Senior Convertible Notes Due June 2020 [Member] | 0.35 % Senior Convertible Notes Due June 2020 [Member] | Convertible Debt Liability [Member] | Convertible Debt Liability [Member] | Convertible Debt Liability [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Subsequent Event [Member] | 1.25% Convertible Senior Notes due March 2015 [Member] | Convertible Debt Converted Debt [Member] | Convertible Debt Converted Debt [Member] | ||||
1.25% Convertible Senior Notes due March 2015 [Member] | 1.00% Convertible Senior Notes Due March 2018 [Member] | 0.35 % Senior Convertible Notes Due June 2020 [Member] | 1.25% Convertible Senior Notes due March 2015 [Member] | 1.00% Convertible Senior Notes Due March 2018 [Member] | 0.35 % Senior Convertible Notes Due June 2020 [Member] | 1.25% Convertible Senior Notes due March 2015 [Member] | |||||||||||||||||||||||||||||
Debt Instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustments to Additional Paid-in Capital, Equity Component of Convertible Debt, Subsequent Adjustments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($1,300,000) | ($8,500,000) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion Cash Delivered for Principal Due on Converted Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | 117,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 289,430 | ' | ' |
Estimated market value of outstanding convertible debt | ' | ' | ' | 2,800,000,000 | ' | 2,800,000,000 | ' | 3,100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Description of Senior Notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount | ' | ' | ' | ' | ' | ' | ' | ' | 575,000,000 | ' | ' | ' | 1,000,000,000 | ' | ' | ' | 1,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate on Convertible Senior Notes | ' | ' | ' | ' | ' | ' | ' | ' | 1.25% | ' | ' | ' | 1.00% | ' | ' | ' | 0.35% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized debt discount | 236,971,000 | ' | 266,486,000 | ' | ' | ' | ' | ' | ' | 1,335,000 | 8,533,000 | ' | ' | ' | 85,911,000 | 96,797,000 | 20,000,000 | 149,725,000 | ' | 149,725,000 | ' | 161,156,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt financing costs paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,300,000 | ' | 20,900,000 | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible debt conversion price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $303.06 | ' | ' | ' | $944.61 | ' | ' | ' | $1,315.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum and Maximum consecutive days the closing sales price of common stock must exceed a specified percentage of conversion price to trigger conversion feature of note (in days) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 days | '20 days | '20 days | '30 days | '30 days | '30 days | ' | ' | ' | ' |
Ratio of closing share price to conversion price as a condition for conversion of convertible 2015 Senior Notes, minimum | ' | ' | ' | ' | ' | ' | ' | ' | 150.00% | ' | ' | ' | 150.00% | ' | ' | ' | 150.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional Payment To Debt Holder Settled In Shares Aggregate Value Of Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | ' | 344,000,000 | 397,000,000 | ' | ' | ' | ' |
Debt discount related to convertible notes, net of tax | ' | ' | ' | ' | ' | ' | ' | ' | 69,100,000 | ' | ' | ' | 80,900,000 | ' | ' | ' | ' | ' | 92,400,000 | ' | 92,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt discount related to convertible notes, before tax | ' | ' | ' | ' | ' | ' | ' | ' | 115,200,000 | ' | ' | ' | 135,200,000 | ' | ' | ' | ' | ' | 154,300,000 | ' | 154,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finance costs related to convertible notes, net of tax | ' | ' | ' | ' | ' | ' | ' | ' | 1,600,000 | ' | ' | ' | 2,800,000 | ' | ' | ' | ' | ' | 100,000 | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense related to convertible notes | ' | ' | ' | 16,400,000 | 18,900,000 | 33,400,000 | 35,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contractual coupon interest related to convertible notes included in interest expense | ' | ' | ' | 3,500,000 | 4,600,000 | 7,000,000 | 8,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of debt discount included in interest expense | 24,259,000 | 24,232,000 | ' | 11,800,000 | 13,100,000 | 24,200,000 | 24,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 700,000 | 200,000 | 1,300,000 | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of debt issuance costs | ' | ' | ' | 1,100,000 | 1,200,000 | 2,200,000 | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Write off of deferred debt issuance cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | 500,000 |
Effective interest rate at debt origination or modification | ' | ' | ' | ' | ' | ' | ' | ' | 5.89% | ' | ' | ' | 3.50% | ' | ' | ' | 3.13% | ' | ' | ' | ' | ' | 3.60% | 4.60% | 4.60% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gains (Losses) on Extinguishment of Debt | -6,129,000 | 0 | ' | -2,700,000 | ' | -6,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Extinguishment of Debt, Gain (Loss), Net of Tax | ' | ' | ' | ($1,600,000) | ' | ($3,700,000) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
TREASURY_STOCK_Details
TREASURY STOCK (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Equity [Abstract] | ' | ' | ' | ' |
Treasury Stock Acquired Repurchase Authorization Additional Value | $1,000,000,000 | ' | $1,000,000,000 | ' |
Treasury Stock Shares Acquired Excluding Shares Paid for Tax Withholding for Share-based Compensation | 431,910 | ' | ' | ' |
Treasury Stock Value Acquired, Cost Method Excluding Shares Paid Value for Tax Withholding for Share-based Compensation | 345,500,000 | ' | ' | ' |
Repurchase of common shares to satisfy employee withholding tax obligations related to stock-based compensation (in shares) | ' | 72,832 | 112,544 | ' |
Repurchase of common shares to satisfy employee withholding tax obligations related to stock-based compensation | ' | 97,300,000 | 77,800,000 | ' |
Treasury stock, shares (in shares) | ' | 9,329,553 | ' | 9,256,721 |
Remaining authorization of repurchase common stock | ' | $654,500,000 | ' | ' |
INCOME_TAXES_INCOME_TAXES_Deta
INCOME TAXES INCOME TAXES (Details) (USD $) | 6 Months Ended | 6 Months Ended | ||||
In Billions, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 |
Internal Revenue Service (IRS) [Member] | Internal Revenue Service (IRS) [Member] | Internal Revenue Service (IRS) [Member] | Internal Revenue Service (IRS) [Member] | Internal Revenue Service (IRS) [Member] | ||
Operating losses [Member] | Equity-related transactions [Member] | Operating losses [Member] | Operating losses [Member] | |||
Minimum [Member] | Maximum [Member] | |||||
Income Tax Contingency [Line Items] | ' | ' | ' | ' | ' | ' |
U.S. statutory federal rate | 35.00% | ' | ' | ' | ' | ' |
Effective income tax rate on qualifying innovative activities at Innovation Box tax rate | 5.00% | ' | ' | ' | ' | ' |
Dutch statutory rate | 25.00% | ' | ' | ' | ' | ' |
Estimated aggregate limitation of cumulative net operating losses available net of limit imposed by IRC Section 382 | ' | $1.40 | ' | ' | ' | ' |
Net operating loss carryforwards | ' | ' | $0.30 | $1.10 | ' | ' |
Operating loss carryforwards, expiration date | ' | ' | ' | ' | 31-Dec-19 | 31-Dec-21 |
REDEEMABLE_NONCONTROLLING_INTE2
REDEEMABLE NONCONTROLLING INTERESTS (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Apr. 30, 2013 | Jun. 30, 2010 |
Priceline.com International Limited (PIL) | Priceline.com International Limited (PIL) | Travel Jigsaw Holdings Limited [Member] | Travel Jigsaw Holdings Limited [Member] | |||||
Acquisition of Controlling and Redeemable Controlling Interest | ' | ' | ' | ' | ' | ' | ' | ' |
Percent purchased, by certain key members of the management team of Booking.com, of ownership interest in TravelJigsaw from PIL (as a percent) | ' | ' | ' | ' | ' | ' | ' | 3.00% |
Noncontrolling interests, aggregate purchase price of remaining outstanding shares | ' | ' | $0 | $192,530 | ' | ' | $192,500 | ' |
Reconciliation of redeemable noncontrolling interests | ' | ' | ' | ' | ' | ' | ' | ' |
Balance, beginning of period | ' | ' | ' | ' | 190,893 | 160,287 | ' | ' |
Net income attributable to noncontrolling interests | 0 | -114 | 0 | -135 | 114 | 135 | ' | ' |
Fair value adjustments (1) | ' | ' | 0 | 42,522 | -246 | 42,522 | ' | ' |
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | ' | ' | ' | ' | -192,530 | -192,530 | ' | ' |
Currency translation adjustments | ' | ' | ' | ' | 1,769 | -10,414 | ' | ' |
Balance, end of period | ' | ' | ' | ' | $0 | $0 | ' | ' |
ACCUMULATED_OTHER_COMPREHENSIV2
ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | ||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ' | ' | ||
Foreign currency translation adjustments, net of tax (1) | $78,013,000 | [1] | $84,598,000 | [1] |
Net unrealized gain on marketable securities, net of tax (2) | 322,000 | [2] | 131,000 | [2] |
Accumulated other comprehensive income | 78,335,000 | 84,729,000 | ||
Net gains (losses) from fair value adjustments associated with net investment hedges, after tax | -41,700,000 | -58,700,000 | ||
Net gains (losses) from fair value adjustments associated with net investment hedges, before tax | -66,500,000 | -98,800,000 | ||
Net unrealized gain (loss) on investment securities, before tax | $500,000 | $200,000 | ||
[1] | Foreign currency translation adjustments, net of tax, includes net losses from fair value adjustments at JuneB 30, 2014 of $41.7 million after tax ($66.5 million before tax) and net losses from fair value adjustments at DecemberB 31, 2013 of $58.7 million after tax ($98.8 million before tax) associated with net investment hedges (see Note 5). The remaining balance in currency translation adjustments excludes income taxes due to the Company's practice and intention to reinvest the earnings of its foreign subsidiaries in those operations. | |||
[2] | The unrealized gain before tax at JuneB 30, 2014 and DecemberB 31, 2013 was $0.5 million and $0.2 million, respectively. |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2014 | Jun. 30, 2014 | Jan. 31, 2013 | Jul. 31, 2009 | Mar. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Sep. 30, 2012 |
In Millions, unless otherwise specified | Litigation related to travel transaction taxes [Member] | Litigation related to travel transaction taxes [Member] | Litigation related to alleged anti-trust violations [Member] | Litigation related to alleged anti-trust violations [Member] | Minimum [Member] | State of California [Member] | City and County of San Francisco [Member] | City and County of San Francisco [Member] | Hawaii [Member] | Hawaii [Member] | Hawaii [Member] | Hawaii [Member] | District of Columbia [Member] | District of Columbia [Member] |
Cases | Cases | Cases | Litigation related to travel transaction taxes [Member] | Minimum [Member] | Litigation related to travel transaction taxes [Member] | Litigation related to travel transaction taxes [Member] | Litigation related to travel transaction taxes [Member] | Litigation related to travel transaction taxes [Member] | Litigation related to travel transaction taxes [Member] | Litigation related to travel transaction taxes [Member] | Litigation related to travel transaction taxes [Member] | Litigation related to travel transaction taxes [Member] | ||
GovernmentalUnit | Litigation related to travel transaction taxes [Member] | |||||||||||||
GovernmentalUnit | ||||||||||||||
Travel Transaction Taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Approximate number of lawsuits brought by or against states, cities and counties over issues involving the payment of travel transaction taxes (in cases) | 40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum number of municipalities and counties which have initiated audit proceedings (in governmental units) | ' | ' | ' | ' | 79 | 40 | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum number of states which have initiated audit proceedings (in governmental units) | ' | ' | ' | ' | 11 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assessed taxes including interest and penalties (in dollars) | ' | ' | ' | ' | ' | ' | $2.70 | $3.40 | $18.70 | ' | ' | $16.50 | $5.60 | $4.80 |
Payments of tax and interest for loss contingency related to travel transaction taxes (in dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.1 | 20.6 | ' | ' | ' |
Accrual for the potential resolution of issues related to travel transaction taxes (in dollars) | $55 | $55 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss contingency complaint filed alleging antitrust violations | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss contingency other complaints alleging antitrust violations | ' | ' | 31 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ACQUISITION_Subsequent_Event_D
ACQUISITION (Subsequent Event) (Details) (USD $) | 0 Months Ended | |||
Jul. 24, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jul. 24, 2014 | |
OpenTable [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |
OpenTable [Member] | ||||
Subsequent Event [Line Items] | ' | ' | ' | ' |
Business Combination, Consideration Transferred | $2,500,000,000 | ' | ' | ' |
Business Acquisition Purchase Price Net Of Cash Acquired | 2,400,000,000 | ' | ' | ' |
Business Acquisition, Share Price | $103 | ' | ' | ' |
Payments to Acquire Businesses, Gross | 2,500,000,000 | ' | ' | ' |
Long-term Debt | ' | 0 | 0 | 995,000,000 |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $95,000,000 | ' | ' | ' |
ACQUISITION_During_Period_Deta
ACQUISITION (During Period) (Details) (USD $) | 3 Months Ended |
Jun. 30, 2014 | |
Business Acquisition [Line Items] | ' |
Business Acquisition, Transaction Costs | $5,600,000 |
Series of Individually Immaterial Business Acquisitions [Member] | ' |
Business Acquisition [Line Items] | ' |
Payments to Acquire Businesses, Net of Cash Acquired | 98,000,000 |
Business Combination, Contingent Consideration, Liability | 24,000,000 |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | 0 |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $90,000,000 |