STOCK-BASED COMPENSATION

The Company's 1999 Omnibus Plan, as amended and restated effective June 6, 2013, (the "1999 Plan") is the primary stock compensation plan from which broad-based employee equity awards may be made. As of December 31, 2014, there were 2,650,485 shares of common stock available for future grant under the 1999 Plan. In addition, in connection with the acquisition of KAYAK in May 2013, Buuteeq, Inc. in June 2014 and OpenTable in July 2014, the Company assumed the KAYAK Software Corporation 2012 Equity Incentive Plan (the "KAYAK Plan"), the Buuteeq, Inc. Amended and Restated 2010 Stock Plan (the "Buuteeq Plan") and the OpenTable, Inc. 2009 Equity Incentive Award Plan (the "OpenTable Plan"). As of December 31, 2014, there were 14,351, 191 and 238,804 shares of common stock available for future grant under the KAYAK Plan, Buuteeq Plan and OpenTable Plan, respectively.

Stock-based compensation issued under the plans generally consists of restricted stock units, performance share units and stock options. The cost of share-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's requisite service period. The fair value of restricted stock units and performance share units is determined based on the number of shares or units, as applicable, 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 the 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 merger date. Stock options granted to employees have a term of 10 years. Restricted stock units, performance share units and restricted stock generally vest over periods from 1 to 4 years. The Company issues new shares of common stock upon the issuance of restricted stock, the exercise of stock options and the vesting of restricted stock units and performance share units.

Stock-based compensation included in personnel expenses in the Consolidated Statements of Operations was approximately $186.4 million, $140.5 million and $71.6 million for the years ended December 31, 2014, 2013 and 2012, respectively. Stock-based compensation for the years ended December 31, 2014, 2013 and 2012 includes charges amounting to $20.6 million, $24.1 million and $0.9 million, respectively, representing the impact of adjusting the estimated probable outcome at the end of the performance period for outstanding unvested performance share units. Included in the stock-based compensation are approximately $2.3 million, $2.1 million, and $1.8 million for the years ended December 31, 2014, 2013, and 2012, respectively, for grants to non-employee directors. The related tax benefit for stock-based compensation is $38.4 million, $18.5 million and $7.6 million for the years ended December 31, 2014, 2013 and 2012, respectively.

Restricted Stock Units and Performance Share Units

The following table summarizes the activity of unvested restricted stock units ("RSUs") and performance share units during the years ended December 31, 2012, 2013 and 2014:



Share-Based Awards	Shares		Weighted Average Grant Date Fair Value

Unvested at December 31, 2011	799,980			$	231.87

Granted	95,062			$	643.12
Vested	(353,819	)		$	108.31
Performance Shares Adjustment	6,649			$	532.26
Forfeited	(7,744	)		$	444.18
Unvested at December 31, 2012	540,128			$	389.21

Granted	162,341			$	730.47
Vested	(258,198	)		$	242.63
Performance Shares Adjustment	101,490			$	681.13
Forfeited	(11,442	)		$	579.71
Unvested at December 31, 2013	534,319			$	615.10

Granted	128,484			$	1,308.13
Assumed in an acquisition	43,993			$	1,238.68
Vested	(195,730	)		$	492.22
Performance Shares Adjustment	68,499			$	1,085.94
Forfeited	(9,250	)		$	972.19
Unvested at December 31, 2014	570,315			$	912.26

RSUs and performance share units granted by the Company during the years ended December 31, 2014, 2013 and 2012 had aggregate grant date fair values of approximately $168.1 million, $118.6 million and $61.1 million, respectively. Share-based awards that vested during the years ended December 31, 2014, 2013, and 2012 had grant date fair values of $96.3 million, $62.6 million and $38.3 million, respectively.

As of December 31, 2014, there is $263.8 million of total future compensation cost related to unvested share-based awards to be recognized over a weighted-average period of 1.7 years.

During the year ended December 31, 2014, stock based awards included grants of 72,277 performance share units to executives and certain other employees. The performance share units had a total grant date fair value of $96.1 million based upon the weighted-average grant date fair value per share of $1,329.11. The performance share units are payable in shares of the Company's common stock upon vesting. Stock-based compensation for performance share units is recorded based on the estimated probable outcome if the Company, and with respect to certain grants, the businesses of its subsidiaries, achieve certain financial goals 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 ends December 31, 2016, assuming there is no accelerated vesting for, among other things, a termination of employment under certain circumstances, or a change in control. At December 31, 2014, there were 72,098 unvested 2014 performance share units outstanding, net of performance share units that were forfeited or vested since the grant date. As of December 31, 2014, the number of shares estimated to be issued pursuant to these performance shares units is a total of 109,618 shares. If the maximum performance thresholds are met at the end of the performance period, a maximum of 145,981 total shares could be issued. If the minimum performance thresholds are not met, 50,884 shares would be issued at the end of the performance period.

2013 Performance Share Units

During the year ended December 31, 2013, stock-based awards included grants of 104,865 performance share units with a grant date fair value of $74.4 million, based on a weighted average grant date fair value of $709.74 per share. The actual number of shares will be determined upon completion of the performance period which ends December 31, 2015.

At December 31, 2014, there were 102,816 unvested 2013 performance share units outstanding, net of performance share units that were forfeited or vested since the grant date. As of December 31, 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 197,225 shares. If the maximum performance thresholds are met at the end of the performance period, a maximum of 225,202 total shares could be issued pursuant to these performance share units. If the minimum performance thresholds are not met, 40,120 shares would be issued at the end of the performance period.

2012 Performance Share Units

During the year ended December 31, 2012, stock-based awards included grants of 60,365 performance share units with a grant date fair value of $39.0 million, based on a weighted average grant date fair value of $645.86 per share. The actual number of shares will be determined after completion of the performance period which ended on December 31, 2014.

At December 31, 2014, there were 57,571 unvested 2012 performance share units outstanding, net of performance share units that were forfeited or vested since the grant date. As of December 31, 2014, the total number of shares expected to be issued pursuant to these performance shares units on the March 4, 2015 vesting date is 100,190 shares.

Stock Options - Other than Stock Options Assumed in Acquisitions

During the year ended December 31, 2014, stock options were exercised for 7,780 shares of common stock with a weighted average exercise price per share of $22.47. As of December 31, 2014, there were 1,220 shares of common stock subject to outstanding and exercisable stock options with a weighted average exercise price per share of $23.08, a weighted average remaining term of 0.5 years, and an aggregate intrinsic value of $1.4 million. The intrinsic value of stock options exercised during the years ended December 31, 2014, 2013 and 2012 was $9.3 million, $44.9 million and $75.2 million, respectively. As of December 31, 2011, there were no outstanding and unvested stock options originally granted by the Company. No stock options were granted by the Company during the years ended December 31, 2014, 2013 and 2012.

Stock Options Assumed in Acquisitions

The following table summarizes for the year ended December 31, 2014 stock option activity for employee stock options assumed in acquisitions:



Assumed Employee Stock Options	Number of Shares		Weighted Average Exercise Price			Aggregate Intrinsic Value (000's)			Weighted Average Remaining Contractual Term (in years)
Balance, January 1, 2013	—			$	—		$	—	0
Assumed in acquisition	540,179			$	260.96
Exercised	(387,669	)		$	222.73
Forfeited	(23,802	)		$	478.83
Balance, December 31, 2013	128,708			$	335.83		$	106,386	6.9
Assumed in acquisitions	61,897			$	457.67
Exercised	(43,223	)		$	342.39
Forfeited	(2,217	)		$	517.91
Balance, December 31, 2014	145,165			$	383.05		$	109,914	6.5
Vested and exercisable as of December 31, 2014	88,118			$	306.32		$	73,481	5.7
Vested and exercisable as of December 31, 2014 and expected to vest thereafter, net of estimated forfeitures	144,077			$	382.81		$	109,124	6.5

The aggregate intrinsic value of exercised employee stock options assumed in acquisitions during the years ended December 31, 2014 and 2013 was $39.9 million and $236.9 million, respectively.

For the year ended December 31, 2014, employee stock options assumed in acquisitions had a total acquisition date fair value of $45.5 million based on a weighted average acquisition date fair value of $734.76 per share. During the year ended December 31, 2014 and 2013, assumed unvested employee stock options vested for 41,524 and 65,293 shares with a fair value of $24.2 million and $30.9 million, respectively.

For the year ended December 31, 2014 and 2013, the Company recorded stock-based compensation expense of $24.7 million and $30.9 million, respectively related to unvested assumed employee stock options. As of December 31, 2014, there was $36.2 million of total future compensation costs related to unvested assumed employee stock options to be recognized over a weighted-average period of 1.6 years.