UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30~~March 31, ~~2012~~2013



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-35604

KAYAK SOFTWARE CORPORATION

(Exact name of registrant as specified in its charter)



Delaware		54-2139807
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

55 North Water Street, Suite 1

Norwalk, CT 06854

(Address of principal executive offices, including zip code)

(203) 899-3100

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer ¨	Accelerated Filer ¨
Non-accelerated filer (Do not check if a smaller reporting company) x	Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

At ~~November~~May 87, ~~2012~~2013, there were 49,~~587~~898,~~563~~725 shares of KAYAK's Class A common stock outstanding and 3329,~~973~~391,~~149~~305 shares of KAYAK's Class B common stock outstanding.

KAYAK SOFTWARE CORPORATION

TABLE OF CONTENTS

	Page
PART I: FINANCIAL INFORMATION	4
Item 1. Financial Statements (unaudited)	4
Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011	4
Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012	4
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2012, and 2011	5
Consolidated Statements of Operations for the Three Months Ended March 31, 2013, and 2012	5
Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2012 and 2011	6
Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2013 and 2012	6
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Nine Months Ended September 30, 2012	7
Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2013	7
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011	8
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2013 and 2012	8
Notes to Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2522
Item 3. Quantitative and Qualitative Disclosures About Market Risk	4235
Item 4. Controls and Procedures	4235
PART II: OTHER INFORMATION	4336
Item 1. Legal Proceedings	4336
Item 1A. Risk Factors	4336
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	57
Item 6. Exhibits	37
Item 5. Other Information	58
SIGNATURES	38
Item 6. Exhibits	58
SIGNATURES	59

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements that are based on our management's beliefs and assumptions and on information currently available to our management. The statements contained in this quarterly report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify these statements by words such as “aim,” “anticipate,” “assume,” “believe,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “positioned,” “predict,” “should,” “target,” “will,” “would” and other similar expressions or words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements include: ~~the~~our ~~ability~~belief ofthat our ~~software~~accounting ~~and~~related ~~hardware~~estimates ~~systems~~are toreasonable, ~~handle~~our ~~user~~belief ~~and~~in ~~query growth,~~ the ~~ability~~credit quality of our ~~hosting~~financial ~~facilities~~investments, ~~to suit~~ our ~~business~~belief ~~needs,~~in the ~~additional~~ability ~~costs relating~~ to ~~our~~collect ~~growth~~customer accounts, our ~~advertising~~belief ~~costs~~in atthe anreliability ~~absolute level and as a percentage~~ of ~~total revenue,~~ the ~~volume~~fair ofvalue ~~customer use~~ of ~~our~~stock ~~products and travel queries~~options, ~~investment~~our inintent ~~brand~~to ~~marketing~~hold asmarketable ~~well~~securities asto ~~international brand development and its effect on our brand strength internationally~~maturity, ~~investment in~~ our ~~international~~belief ~~team~~that ~~and~~the ~~expectations~~straight-line ~~around~~method ~~revenues~~of ~~from~~depreciation ~~international~~reflects ~~operations,~~an ~~changes~~appropriate inallocation ~~revenue~~of ~~and~~ costs, ~~from~~ our ~~international~~belief ~~brands,~~that ~~the~~settlement ~~growth~~ of ~~mobile~~our ~~applications~~shareholder ~~and~~litigation ~~the~~will ~~corresponding~~settle ~~changes~~all matters related to our ~~revenue sources and product offerings~~merger, ~~the seasonality of~~ our ~~business~~belief ~~due~~that towe ~~high~~could ~~travel~~be ~~seasons,~~subject ~~the~~to ~~effect of past results on~~ future ~~results~~litigation, ~~the ability of~~ our ~~business~~belief tothat ~~fund itself from ongoing operations,~~ the ~~effects~~technologies ofwe ~~market~~use ~~conditions~~are onreliable ~~our liquidity~~ and ~~capital~~efficient, ~~position and~~ our ~~ability~~belief tothat ~~raise~~our ~~additional~~data ~~capital~~facilities ifare ~~needed,~~well ~~the~~suited ~~effects~~to ~~of accounting policies on~~ our ~~reported~~current ~~results~~needs, ~~the suitability of~~ our ~~hosting~~belief ~~facilities,~~that ~~our~~brand ~~use~~marketing ofcosts ~~open~~are ~~source~~relatively ~~technologies~~fixed, our ~~expectations~~belief ofthat ~~future~~traffic ~~profitability~~ and ~~taxable~~queries ~~income~~will continue to increase, our ~~intention~~expectation to ~~reinvest~~continue ~~the~~to ~~earnings~~invest ofin ~~our~~brand ~~foreign~~marketing ~~subsidiaries~~ and ~~the~~its ~~corresponding~~results, ~~effects~~our onexpectation ~~tax~~to ~~liability,~~continue ~~the~~to ~~impact~~invest ~~of changes~~ in ~~tax~~Europe, ~~law~~our orexpectation ~~tax~~that ~~sharing~~revenue ~~agreements,~~from ~~the~~international ~~impact~~operations ofwill ~~goodwill~~grow ~~impairments~~faster onthan ~~our~~those ~~consolidated~~in ~~financial~~the ~~statements~~U.S., ~~the impact of~~ our ~~amortization~~expectation ofthat ~~intangible~~mobile ~~assets~~applications onwill ~~our~~gain ~~consolidated~~in ~~financial statements~~popularity, our ~~ability~~expectation to ~~attract~~devote ~~advertisers~~additional byresources ~~offering~~to ~~advertisements~~mobile onapplications, aour ~~cost~~belief ~~per~~that ~~click~~mobile orapplications ~~cost~~will ~~per~~contribute ~~view~~meaningful ~~basis,~~revenue ~~our ability~~ to ~~increase~~our ~~the~~business, ~~likelihood of a purchase on~~ our ~~advertisers'~~belief ~~websites~~that ~~through~~marketing ~~targeted~~investments ~~advertisements~~were the ~~role~~primary ofcontributor ~~marketing~~to inrevenue ~~attracting~~growth, ~~new~~our ~~users~~belief tothat our ~~websites~~cash ~~and~~balances ~~mobile~~are ~~applications,~~sufficient ~~the~~for ~~costs~~at ofleast ~~our~~the ~~offline~~next ~~brand~~twelve ~~marketing~~months, our ~~software~~expectation ~~and~~that ~~website~~we ~~development~~may ~~costs,~~make ~~the~~acquisitions ~~impact~~and ofmay aneed ~~loss~~additional orfinancing, ~~disruption~~our inbelief ~~our~~that ~~airfare~~the ~~query~~fair ~~results~~values onof ~~non-air~~reporting ~~travel~~units ~~queries,~~exceed the ~~outcome~~carrying ofvalue ~~legal~~by ~~matters,~~a ~~our~~significant ~~ability to estimate future commitments~~amount, ~~the credit quality of~~ our ~~financial~~belief ~~instruments,~~that ~~our~~we ~~methodology~~could ~~for~~enter ~~valuing~~into ~~stock~~derivative ~~options~~arrangements, our ~~ability~~belief tothat ~~remain~~income anfrom ~~“emerging~~investments ~~growth~~could ~~company”~~decrease ~~under~~in the ~~Jumpstart~~future, ~~Our~~and ~~Business~~our ~~Startups~~belief ~~Act~~that ofthe ~~2012, and~~outcome ~~our~~of ~~foreign~~legal ~~exchange~~matters ~~and~~will ~~interest~~not ~~rate~~have ~~risk~~a ~~and~~material ~~our~~adverse ~~ability~~effect toon ~~hedge~~our ~~these risks~~business. These statements are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. All of our forward-looking statements are subject to risks and uncertainties that may cause our actual results to differ materially from our expectations. Factors that may cause such differences include, but are not limited to, the risks described under “Risk Factors” in ~~this~~our Annual Report on Form 10-QK filed with the SEC on March 29, 2013.

Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management's beliefs and assumptions only as of the date of this quarterly report on Form 10-Q. You should read this quarterly report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. This Form 10-Q should also ~~should~~ be read in conjunction with our other Securities and Exchange Commission, or SEC, filings including the audited consolidated financial statements included in our ~~prospectus~~Annual Report on Form 10-K filed with the SEC ~~pursuant to Rule 424(b)~~ on ~~July~~March 2029, ~~2012, relating to our initial public offering~~2013. We hereby qualify our forward-looking statements by these cautionary statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

KAYAK Software Corporation and Subsidiaries Consolidated Balance Sheets(unaudited)(In thousands, except share and per share amounts)
	September 30,			December 31,
	March 31,			December 31,
	2012			2011
	2013			2012
Assets
Current assets
Cash and cash equivalents	$	~~170~~181,~~140~~321		$	35183,~~127~~169
Marketable securities	81,~~226~~985			116,~~198~~612
Accounts receivable, net of allowance for doubtful accounts of $2,536 and $3,581 at September 30, 2012, and December 31, 2011, respectively	51,771			37,332
Accounts receivable, net of allowance for doubtful accounts of $2,771 and $2,908 at March 31, 2013 and December 31, 2012, respectively	54,687			42,078
Deferred tax asset	21,~~212~~927			21,~~212~~927
Prepaid expenses and other current assets	57,~~387~~130			53,~~425~~831
Total current assets	~~237~~247,~~736~~050			91237,~~294~~617
Property and equipment, net	56,~~377~~687			56,~~474~~903
Intangible assets, net	1311,~~446~~415			1712,~~684~~418
Goodwill	155,~~572~~527			155,~~677~~988
Deferred tax asset	913,~~345~~655			712,~~488~~636
Other assets	1,~~323~~362			~~331~~1,483
Total assets	$	~~422~~435,~~799~~696		$	~~277~~427,~~948~~045
Liabilities and stockholders’ equity (deficit)
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	179,~~833~~540		$	910,~~514~~365
Accrued expenses and other current liabilities	2123,~~160~~924			1624,~~220~~141
Total current liabilities	3833,~~993~~464			2534,~~734~~506
Warrant liability	542			1,150
Deferred tax liability	3,299			3,534
Deferred tax liability	3,286			4,202
Other long-term liabilities	5,402			4,570
Other long-term liabilities	2,545			1,092
Total liabilities	42,165			42,610
Total liabilities	45,366			32,178
Redeemable convertible preferred stock
Series A Redeemable Convertible Preferred Stock, $0.001 par value; no shares authorized, issued and outstanding and 6,600,000 shares authorized, issued and outstanding as of September 30, 2012 and December 31, 2011, respectively.	—			9,702
Series A-1 Redeemable Convertible Preferred Stock, $0.001 par value; no shares authorized, issued and outstanding and 1,176,051 shares authorized, issued and outstanding as of September 30, 2012 and December 31, 2011, respectively.	—			2,355
Series B Redeemable Convertible Preferred Stock, $0.001 par value; no shares authorized, issued and outstanding and 4,989,308 shares authorized, issued and outstanding as of September 30, 2012 and December 31, 2011, respectively.	—			9,888
Series B-1 Redeemable Convertible Preferred Stock, $0.001 par value; no shares authorized, issued and outstanding and 2,138,275 shares authorized, issued and outstanding as of September 30, 2012 and December 31, 2011, respectively.	—			4,026
Series C Redeemable Convertible Preferred Stock, $0.001 par value; no shares authorized, issued and outstanding and 3,897,084 shares authorized and 3,855,180 shares issued and outstanding as of September 30, 2012 and December 31, 2011, respectively.	—			15,372
Series D Redeemable Convertible Preferred Stock, $0.001 par value; no shares authorized, issued and outstanding and 8,075,666 shares authorized and 8,008,842 shares issued and outstanding as of September 30, 2012 and December 31, 2011, respectively.	—			206,151
Total redeemable convertible preferred stock	—			247,494
Commitments and contingencies (Note 10)
Stockholders’ equity (deficit)
Stockholders’ equity
Preferred Stock, $0.001 par value; 5,000,000 shares authorized and no shares issued and outstanding and no shares authorized, issued and outstanding as of September 30, 2012 and December 31, 2011, respectively.	—			—
Preferred Stock, $0.001 par value; 5,000,000 shares authorized and no shares issued and outstanding as of March 31, 2013 and December 31, 2012, respectively.	—			—
Common stock, $0.001 par value; no shares authorized, issued and outstanding and 45,000,000 shares authorized, 7,025,467 issued and outstanding as of September 30, 2012 and at December 31, 2011, respectively.	—			7
Class A Common Stock, $0.001 par value; 150,000,000 shares authorized and 9,733,552 shares issued and outstanding and 4,823,373 shares issued and outstanding as of March 31, 2013 and at December 31, 2012, respectively.	10			5
Class A Common Stock, $0.001 par value; 150,000,000 shares authorized and 4,587,563 shares issued and outstanding and no shares authorized, issued, and outstanding as of September 30, 2012 and at December 31, 2011, respectively.	5			—
Class B Common Stock, $0.001 par value; 50,000,000 shares authorized and 29,239,666 issued and outstanding and 33,851,525 shares issued and outstanding as of March 31, 2013 and at December 31, 2012, respectively.	29			34
Class B Common Stock, $0.001 par value; 50,000,000 shares authorized and 33,949,749 issued and outstanding and no shares authorized, issued, and outstanding as of September 30, 2012 and at December 31, 2011, respectively.	34			—
Additional paid-in capital	381,044			373,023
Additional paid-in capital	366,442			3,296
Other comprehensive loss	(1,510		)	(458		)
Cumulative translation adjustment	(1,456		)	(977		)
Accumulated earnings	13,958			11,831
Accumulated earnings (deficit)	12,408			(4,050		)
Total stockholders’ equity	393,531			384,435
Total stockholders’ equity (deficit)	377,433			(1,724		)
Total liabilities and stockholders’ equity	$	435,696		$	427,045
Total liabilities and stockholders’ equity	$	422,799		$	277,948

See notes to consolidated financial statements

Table of Contents

KAYAK Software Corporation and Subsidiaries

Consolidated Statements of Operations

(unaudited)

(In thousands, except share and per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2012			2011			2012			2011
	2013			2012
Revenues	$	7882,~~604~~307		$	6173,~~160~~338		$	~~228,880~~		$	~~170,587~~
Cost of revenues (excludes depreciation and amortization)	45,~~908~~491			45,~~151~~185			~~14,900~~			~~13,780~~
Selling, general and administrative expenses:
Marketing	4048,~~042~~723			2841,~~935~~249			~~120,700~~			~~87,417~~
Personnel	1215,~~393~~112			1011,~~286~~913			~~35,612~~			~~30,125~~
Other general and administrative expenses	45,~~256~~154			34,~~196~~832			~~12,703~~			~~11,577~~
Total selling, general and administrative expenses (excludes depreciation and amortization)	5668,~~691~~989			4257,~~417~~994			~~169,015~~			~~129,119~~
Depreciation and amortization	21,~~078~~592			12,~~935~~050			~~6,178~~			~~6,337~~
Impairment of intangible assets	—			—			—			14,980
Income from operations	6,235			8,109
Income from operations	14,927			12,657			38,787			6,371
Other income (expense)
Other income (expense)
Interest income	71			21
Interest income	66			23			134			68
Other expense	(253		)	(196		)
Other income (expense)	(831		)	(449		)	(1,640		)	468
Total other expense	(182		)	(175		)
Total other income (expense)	(765		)	(426		)	(1,506		)	536
Income before taxes	6,053			7,934
Income before taxes	14,162			12,231			37,281			6,907
Income tax expense	3,926			3,789
Income tax expense	6,208			5,263			17,894			3,077
Net income	2,127			4,145
Net income	7,954			6,968			19,387			3,830
Redeemable convertible preferred stock dividends	—			(2,936		)
Redeemable convertible preferred stock dividends	(772		)	(2,937		)	(6,644		)	(8,809		)
Net income attributed to common stockholders	$	2,127		$	1,209
Deemed dividend resulting from modification of redeemable convertible preferred stock	—			—			(2,929		)	—
Net income per common share
Net income (loss) attributed to common stockholders	$	7,182		$	4,031		$	9,814		$	(4,979	)
Basic	$	0.05		$	0.17
Net income (loss) per common share
Diluted	$	0.05		$	0.11
Basic	$	0.24		$	0.55		$	0.67		$	(0.67	)
Weighted average common shares
Diluted	$	0.19		$	0.18		$	0.48		$	(0.67	)
Basic	38,813,838			7,037,280
Weighted average common shares
Diluted	45,313,143			37,331,889
Basic	29,962,706			7,336,438			14,739,047			7,412,882
Diluted	42,746,507			37,669,803			40,289,192			7,412,882

See notes to consolidated financial statements

Table of Contents

KAYAK Software Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(unaudited)

(In thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2012			2011			2012			2011
	2013			2012
Net Income	$	72,~~954~~127		$	64,~~968~~145		$	~~19,387~~		$	~~3,830~~
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	~~760~~(1,052		)	(21,~~187~~154		)	~~(479~~		)	~~297~~
Other comprehensive income (loss)	~~760~~(1,052		)	(21,~~187~~154		)	~~(479~~		)	~~297~~
Total comprehensive income	$	81,~~714~~075		$	45,~~781~~299		$	~~18,908~~		$	~~4,127~~

See notes to consolidated financial statements

Table of Contents

KAYAK Software Corporation and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity ~~(Deficit)~~

(unaudited)

(In thousands, except share amounts)

	Common Stock					Class A Common Stock					Class B Common Stock					AdditionalPaid-InCapital			OtherComprehensiveIncome (Loss)			AccumulatedEquity(Deficit)			TotalStock-holders’Equity(Deficit)
	Class A Common Stock					Class B Common Stock					AdditionalPaid-InCapital			OtherComprehensiveLoss			AccumulatedEquity			TotalStock-holders’Equity
	Shares		Amount			Shares		Amount			~~Shares~~		~~Amount~~
Balance, December 31, 2011	7,025,467		$	7		—		$	—		—		$	—		$	3,296		$	(977	)	$	(4,050	)	$	(1,724	)
Balance, December 31, 2012	4,823,373		$	5		33,851,525		$	34		$	373,023		$	(458	)	$	11,831		$	384,435
Stock-based compensation expense	—		—			—		—			—4,932		—	—		~~9,952~~	—		—	$	4,932	—			$	~~9,952~~
Issuance of common stock upon exercise of stock options and warrants	843,~~775~~091		—			10295,~~393~~229		—			842,~~294~~268		—	—		~~2,392~~	—		—	$	2,268	—			$	~~2,392~~
Issuance of Class A common stock in connection with the IPO, net of issuance costs	—		—			4,025,000		4			—		—			94,230			—			—			$	94,234
Conversion of Class B common stock to Class A common stock	4,907,088		5			(4,907,088	)	(5		)	—			—			—			$	—
Issuance of Class A common stock in concurrent private placements in connection with the IPO	—		—			539,727		1			—		—			6,023			—			—			$	6,024
Excess tax benefits from stock-based compensation	—		—			—		—			821			—			—			$	821
Conversion of Common Stock to Class B Common Stock in connection with the IPO	(7,110,242	)	(7		)	—		—			7,110,242		7			—			—			—			$	—
Other comprehensive loss	—		—			—		—			—			(1,052		)	—			$	(1,052	)
Conversion of Redeemable Convertible Preferred Stock to Class B common stock in connection with the IPO	—		—			—		—			26,767,656		27			250,395			—			—			$	250,422
Net income	—		—			—		—			—			—			2,127			$	2,127
Conversion of Class B common stock to Class A common stock	—		—			12,443		—			(12,443	)	—			—			—			—			$	—
Balance, March 31, 2013	9,733,552		$	10		29,239,666		$	29		$	381,044		$	(1,510	)	$	13,958		$	393,531
Excess tax benefits from stock-based compensation	—		—			—		—			—		—			154			—			—			$	154
Deemed dividend resulting from modification of redeemable convertible preferred stock	—		—			—		—			—		—			—			—			(2,929		)	$	(2,929	)
Other comprehensive income (loss)	—		—			—		—			—		—			—			(479		)	—			$	(479	)
Net income	—		—			—		—			—		—			—			—			19,387			$	19,387
Balance, September 30, 2012	—		$	—		4,587,563		$	5		33,949,749		$	34		$	366,442		$	(1,456	)	$	12,408		$	377,433

See notes to consolidated financial statements

KAYAK Software Corporation and Subsidiaries Consolidated Statements of Cash Flows(unaudited)(In thousands)
	Nine Months Ended September 30,
	2012			2011
Cash flows from operating activities
Net income	$	19,387		$	3,830
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	6,178			6,337
Stock-based compensation expense	9,952			9,312
Excess tax benefits from exercise of stock options	(154		)	(579		)
Deferred taxes	(2,740		)	(10,407		)
Mark to market adjustments	923			(468		)
Impairment of intangible assets	—			14,980
Other	—			122
Changes in assets and liabilities, net of effect of acquisitions:
Accounts receivable, net	(14,509		)	(9,147		)
Prepaid expenses and other current assets	(1,967		)	(8,089		)
Accounts payable	8,330			4,345
Accrued liabilities and other liabilities	6,280			16,779
Net cash from operating activities	31,680			27,015
Cash flows from (used in) investing activities
Capital expenditures	(1,957		)	(2,693		)
Proceeds from sale of property and equipment	—			42
Purchase of marketable securities	(8,472		)	(21,289		)
Maturities of marketable securities	11,266			10,907
Exercise of put options	—			(13,221		)
Cash paid for business combinations, net of cash acquired	—			(9,160		)
Net cash from (used in) investing activities	837			(35,414		)
Cash flows from financing activities
Proceeds from exercise of stock options	892			1,546
Proceeds from initial public offering, net of offering expenses	95,705			(1,234		)
Tax benefits realized from exercise of stock options	154			579
Private Placement Class A common stock issuances	6,024			—
Net cash from financing activities	102,775			891
Effect of exchange rate changes on cash and cash equivalents	(279		)	96
Increase (decrease) in cash and cash equivalents	135,013			(7,412		)
Cash and cash equivalents, beginning of period	35,127			34,966
Cash and cash equivalents, end of period	$	170,140		$	27,554
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	—		$	—
Income taxes	$	16,875		$	8,319

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KAYAK Software Corporation and Subsidiaries Consolidated Statements of Cash Flows (unaudited) (In thousands)

	Three Months Ended March 31,
	2013			2012
Cash flows from operating activities
Net income	$	2,127		$	4,145
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	1,592			2,050
Stock-based compensation expense	4,932			2,998
Excess tax benefits from exercise of stock options	(821		)	—
Deferred taxes	(1,151		)	(878		)
Mark to market adjustments	—			(21		)
Changes in assets and liabilities, net of effect of acquisitions:
Accounts receivable	(13,046		)	(16,577		)
Prepaid expenses and other current assets	(2,955		)	590
Accounts payable	(717		)	3,537
Accrued liabilities and other liabilities	1,530			1,662
Net cash from operating activities	(8,509		)	(2,494		)
Cash flows from investing activities
Capital expenditures	(783		)	(500		)
Purchase of marketable securities	—			(3,329		)
Maturities of marketable securities	4,591			5,951
Net cash from investing activities	3,808			2,122
Cash flows from (used in) financing activities
Proceeds from exercise of stock options	723			186
Expenses related to the initial public offering	—			(47		)
Tax benefits realized from exercise of stock options	821			—
Repayment of Shareholder Loans	1,544			—
Net cash from financing activities	3,088			139
Effect of exchange rate changes on cash and cash equivalents	(235		)	491
Increase (decrease) in cash and cash equivalents	(1,848		)	258
Cash and cash equivalents, beginning of period	183,169			35,127
Cash and cash equivalents, end of period	$	181,321		$	35,385
Supplemental disclosures of cash flow information

Cash paid during the period for:
Income taxes	$	9,180		$	5,534

See notes to consolidated financial statements

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KAYAK Software Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(unaudited)

(In thousands, except share and per share amounts)

1. Organization

~~The~~KAYAK ~~Company~~Software Corporation was incorporated in Delaware on January 14, 2004 under the name of Travel Search Company, Inc. On August 17, 2004, we officially changed our name to KAYAK Software Corporation, (“or KAYAK”). We operate KAYAK.com and other travel websites and mobile applications that allow people to search for rates and availability for airline tickets, hotel rooms, rental cars, and other travel-related services across hundreds of websites and provide choices on where to book. As used in this report, the terms “we,” “us,” “our,” “KAYAK” and the “Company” mean KAYAK Software Corporation and its subsidiaries, unless the context indicates another meaning.

On July 25, 2012, we completed our initial public offering, or IPO, in which we issued and sold 4,025,000 shares of Class A common stock at an offering price of $26.00 per share. We received net proceeds of $94,~~234~~213 after deducting underwriting discounts and commissions and issuance costs of approximately $4,~~091~~112. In connection with our IPO, we also entered into private placement transactions with existing stockholders pursuant to which we issued and sold 231,695 shares of our Class A common stock at a price of $26.00 per share and issued 308,032 shares of our Class A common stock for no consideration.

On November 8, 2012, we entered into an Agreement and Plan of Merger, or Merger Agreement, to be acquired by priceline.com Incorporated (NASDAQ: PCLN), or priceline.com. Under the terms of the Merger Agreement, KAYAK will merge with and into a wholly owned subsidiary of priceline.com.

At the effective time of the merger, each share of KAYAK Class A and Class B common stock issued and outstanding immediately prior to the effective time will, at the election of the holder and subject to proration as set forth in the Merger Agreement, be converted into the right to receive either (i) $40.00 per share of KAYAK Class A and Class B common stock or (ii) a fraction of a share of priceline.com common stock. The number of shares of priceline.com common stock issued in consideration for the Class A and Class B common stock will be based upon a formula as set forth in the Merger Agreement.

The merger was unanimously approved by the respective Boards of Directors of KAYAK and priceline.com and the Board of Directors of KAYAK recommended that KAYAK’s stockholders approve the proposed transaction.

On March 4, 2013, KAYAK stockholders voted to approve the adoption of the Merger Agreement. Approximately 96% of the total voting power of KAYAK's outstanding shares of Class A common stock and Class B common stock as of January 24, 2012, the record date for the special meeting of stockholders, were voted in favor of the adoption of the Merger Agreement.

On May 9, 2013, the UK Office of Fair Trading announced that it had cleared the merger of KAYAK with priceline.com. The closing date of the proposed merger has been scheduled for May 21, 2013 subject to the remaining conditions to closing being satisfied.

The Merger Agreement contains certain termination rights for both KAYAK and priceline.com and further provides that, upon termination of the Merger Agreement under certain circumstances, KAYAK may be obligated to pay priceline.com a termination fee of $52,700.

2. Summary of Significant Accounting Policies

Significant Estimates and Judgments

The preparation of financial statements in conformity with ~~generally~~Generally ~~accepted~~Accepted ~~accounting~~Accounting ~~principles~~Principles, or GAAP, in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates relied upon in preparing these financial statements include the provision for uncollectible accounts, estimates used to determine the fair value of our common stock, preferred stock, ~~put option,~~ stock-based compensation and preferred stock warrants, recoverability of our net deferred tax assets and the fair value of long lived assets and goodwill. Changes in estimates are recorded in the period in which they become known. We base ~~estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates.~~

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estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, and have been prepared in accordance with accounting principles generally accepted in the United States of America, or ~~U.S.~~ GAAP. Operating results of acquired businesses are included in the consolidated statements of operations from the date of acquisition. All intercompany accounts and transactions have been eliminated. We have reclassified certain prior period amounts to conform to our current period presentation.

The interim financial statements and footnotes are unaudited. In the opinion of our management, these statements include all adjustments, which are of a normal recurring nature, necessary to present a fair statement of the Company’s results of operations, financial position and cash flows. Interim results are not necessarily indicative of financial results for a full year. The interim information included in this Form 10-Q should be read in conjunction with ~~our~~the ~~prospectus~~consolidated ~~filed~~financial ~~with~~statements ~~the~~in ~~Securities~~our ~~and~~Annual ~~Exchange~~Report ~~Commission,~~on orForm ~~SEC,~~10-K ~~pursuant~~for tothe ~~Rule~~year ~~424(b)~~ended ~~on July 20~~December 31, 2012.

Foreign Currency Translation

Assets and liabilities for our international operations are translated to U.S. dollars at current exchange rates in effect at the balance sheet date. Income and expense accounts are translated at average exchange rates in effect during the year. Resulting translation adjustments are recorded as a separate component of accumulated other comprehensive income.

Segments

We have one operating segment for financial reporting purposes: travel search.

Revenue Recognition

KAYAK’s services are free for travelers. We earn revenues by sending referrals to travel suppliers and online travel agents, (OTAs) after a traveler selects a specific itinerary (distribution revenues), and through advertising placements on our websites and mobile applications (advertising revenues).

We recognize distribution revenues upon completion of the referral,. ~~provided~~Provided that our fees are fixed and determinable, there is persuasive evidence of an arrangement and collection is reasonably assured. Advertising revenues are recognized when a traveler clicks on an advertisement that a customer has placed on our website or mobile application or when we display an advertisement.

Distribution Revenues

We earn distribution revenues by sending qualified leads to travel suppliers and OTAs and by facilitating bookings directly through our websites and mobile applications. After a traveler has entered a query on our website, reviewed the results, and decided upon a specific itinerary, we send the user directly into the travel supplier's or OTA's purchase process to complete the transaction. In many cases, users may now complete bookings with the travel supplier or OTA without leaving our websites and mobile applications. Travel suppliers and OTAs have the flexibility to pay us either when these qualified leads click on a query result at a set cost per click, or CPC basis, or when they purchase a travel product either through us or on the travel supplier or OTA website which we refer to as a cost per acquisition, or CPA, basis. We separately negotiate and enter into our distribution agreements, and these agreements set forth the payment terms for the applicable travel supplier or OTA.

Advertising Revenues

Advertising revenues primarily come from payments for compare units, text-based sponsored links and display advertisements. A “compare unit” is an advertising placement that, if selected by a KAYAK user, launches the advertiser’s website and initiates a query based on the same travel parameters provided on the KAYAK website. The major types of advertisers on our websites consist of OTAs, third party sponsored link providers, hotels, airlines and vacation package providers. Generally, our advertisers pay us on a CPC basis, which means advertisers pay us only when someone clicks on one of their advertisements, or on a cost per thousand impression basis, or CPM. Paying on a CPM basis means that advertisers pay us based on the number of times their advertisements appear on our websites or mobile applications.

Concentrations of Credit Risk

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Financial instruments that subject us to significant concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities and accounts receivable. Our cash and cash equivalents and marketable securities are primarily held in one financial institution that we believe to be of high credit quality.

Three significant customers accounted for the following percentages of total revenues:

	Three Months Ended September 30,		Nine Months Ended September 30,
	Three Months Ended March 31,
	2012	2011	2012	2011
	2013	2012
Customer A	2721%	2522%	~~26%~~	~~25%~~
Customer B	1014%	810%	~~10%~~	8%
Customer C	67%	1011%	8%	~~12%~~

Amounts due from these significant customers were:

	September 30,		December 31,
	March 31,		December 31,
	2012		2011
	2013		2012
Customer A	$	69,~~867~~203	$	75,~~354~~485
Customer B	47,~~189~~545		13,~~511~~152
Customer C	35,~~876~~310		43,~~242~~813

We believe significant customer amounts outstanding at ~~September~~March 3031, ~~2012~~2013 and December 31, ~~2011~~2012 are collectible.

Cost of Revenues

Cost of revenues consists primarily of expenses incurred related to airfare query costs, data center costs and related bandwidth charges. All costs of revenues are expensed as incurred.

Marketing

Marketing expenses are comprised primarily of costs of search engine and other digital marketing, brand advertising, affiliate referral fees, and public relations. All marketing costs are expensed as incurred.

Stock-Based Compensation

We estimate the value of stock option awards on the date of grant using the Black-Scholes option-pricing model (the Black-Scholes model). The determination of the fair value of stock option awards on the date of grant is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the term of the awards, expected term, risk-free interest rate, expected dividends and expected forfeiture rates. The forfeiture rate is estimated using historical option cancellation information, adjusted for anticipated changes in exercise and employment termination behavior. Outstanding awards do not contain market or performance conditions and therefore, we recognize stock-based compensation expense on a straight-line basis over the requisite service period.

We account for stock options issued to non-employees in accordance with the guidance for equity-based payments to non-employees. Stock option awards to non-employees are accounted for at fair value using the Black-Scholes option-pricing model. Our management believes that the fair value of stock options is more reliably measured than the fair value of the services received. The fair value of the unvested portion of the options granted to non-employees is re-measured each period. The resulting increase or decrease in value, if any, is recognized during the period the related services are rendered. The fair value of each non-employee stock-based compensation award is re-measured each period until a commitment date is reached, which is generally the vesting date.

We also award restricted stock units to certain of our non-employee board members. At the time of vesting these awards are settled 65% in shares and 35% in cash. Awards settled in shares are accounted for based on the fair market value at the time of grant while awards settled in cash are accounted for based on the fair market value at the time of vesting.

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Fair Value of Financial Instruments

The carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value because of their short maturities.

Cash Equivalents and Marketable Securities

Cash equivalents include all highly liquid investments maturing within 90 days from the date of purchase.

Marketable securities are classified as held-to-maturity as we have the intent and ability to hold these investments to maturity. Marketable securities are reported at amortized cost. Cash equivalents and marketable securities are invested in instruments we believe to be of high-quality, primarily money market funds, U.S. Government obligations, state and municipality obligations and corporate bonds with remaining contractual maturities of less than one year.

Accounts Receivable and Allowance for Doubtful Accounts

We review accounts receivable on a regular basis and estimate an amount of losses for uncollectible accounts based on our historical collections experience, age of the receivable and knowledge of the customer. We record changes in our estimate to the allowance for doubtful accounts through bad debt expense and relieve the allowance when accounts are ultimately collected or determined to be uncollectible.

Financing Costs Related to Initial Public Offering

Through September 30, 2012 and December 31, 2011, we had incurred $4,091 and $2,173, respectively, of legal and accounting costs related to our IPO. As of December 31, 2011 such costs were capitalized as prepaid expense and other current assets. Upon completion of our IPO on July 25, 2012, these amounts were offset against the proceeds received from the IPO and reclassified to equity.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed on a straight-line basis over the estimated useful lives of the assets or, when applicable, the life of the lease, whichever is shorter.

Software and Website Development Costs

Certain costs to develop internal use computer software are capitalized provided these costs are expected to be recoverable. These costs are included in property and equipment and are amortized over three years beginning when the asset is substantially ready for use. Costs incurred during the preliminary project stage, as well as maintenance and training costs ~~are~~were expensed as incurred. We capitalized $~~305~~101 and $~~256~~222 of software development costs and amortized $~~275~~280 and $~~226~~260 in the three months ended ~~September~~March 3031, ~~2012~~2013 and ~~September~~March 3031, ~~2011, respectively, and capitalized $775 and $746 and amortized $803 and $638 in the nine months ended September 30,~~ 2012 ~~and September 30~~, ~~2011,~~ respectively.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, we compare the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicates that there is impairment, the amount of the impairment is calculated as the difference between the carrying value and fair value. During the nine months ended September 30, 2011, we recorded an impairment charge of $15.0 million on trade and domain name assets related to our decision to discontinue the sidestep.com URL. See “—Note 6—Intangible Assets” for additional description of our impairment charge.

Goodwill

Goodwill represents the excess of the cost of acquired business over the fair value of the assets acquired at the date of acquisition. Goodwill is tested for impairment at least annually and whenever events or changes in circumstances indicate that goodwill may be impaired. Goodwill is not deductible for tax purposes.

We assess goodwill for possible impairment using a two-step process. The first step identifies if there is potential goodwill impairment. If step one indicates that an impairment may exist, a second step is performed to measure the amount of the goodwill impairment, if any. Goodwill impairment exists when the estimated fair value of goodwill is less than its carrying value. If impairment exists, the carrying value of the goodwill is reduced to fair value through an impairment charge in our consolidated statements of operations.

For purposes of goodwill impairment testing, we estimate the fair value of the Company using generally accepted valuation methodologies, including market and income based approaches, and relevant data available through and as of the testing date. The market approach is a valuation method in which fair value is estimated based on observed prices in actual transactions and on asking prices for similar assets. Under the market approach, the valuation process is essentially that of comparison and correlation between the subject asset and other similar assets. The income approach is a method in which fair value is estimated based on the cash flows that an asset could be expected to generate over its useful life, including residual value cash flows. These cash flows are then discounted to their present value using a rate of return that accounts for the relative risk of not realizing the estimated annual cash flows and for the time value of money.

Warrant liability

Warrants to purchase redeemable convertible preferred stock are accounted for on the balance sheets at fair value as liabilities. Changes in fair value are recognized in earnings in the period of change.

Accumulated Other Comprehensive Income

Accumulated other comprehensive income consists of foreign currency translation adjustments. The financial statements of non-U.S. entities are translated from their functional currencies into U.S. dollars. Assets and liabilities are translated at period end rates of exchange and revenue and expenses are translated using average rates of exchange. The resulting gain or loss is included in accumulated other comprehensive income on the balance sheet.

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Accumulated Other Comprehensive Income

Income Taxes

We record income taxes under the liability method. Interest and penalties related to income tax liabilities, if any, are included in income tax expense. Deferred tax assets and liabilities reflect our estimation of the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for book and tax purposes. We determine deferred income taxes based on the differences in accounting methods and timing between financial statement and income tax reporting. Accordingly, we determine the deferred tax asset or liability for each temporary difference based on the enacted tax rates expected to be in effect when we realize the underlying items of income and expense. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available to us for tax reporting purposes, as well as other relevant factors. We may establish a valuation allowance to reduce deferred tax assets to the amount we believe is more likely than not to be realized. Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated operating results, we make certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates.

We follow authoritative guidance for uncertainty in income taxes, which requires that we recognize a tax benefit from an uncertain position only if it is more likely than not that the position is sustainable, based solely on its technical merits and consideration of the relevant taxing authority’s widely understood administrative practices and precedents. If this threshold is met, we measure the tax benefit as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Penalties and interest on uncertain tax positions are included in income tax expense.

Recent Accounting Pronouncements

In ~~June~~February ~~2011~~2013, the Financial Accounting Standards Board, ~~or FASB,~~ issued ~~amended~~accounting ~~disclosure~~guidance ~~requirements~~which ~~for~~requires ~~the~~entities ~~presentation~~to ofprovide ~~comprehensive~~additional ~~income.~~information ~~The~~about ~~amended~~items ~~guidance~~reclassified ~~eliminates~~out ~~the option to present components~~ of accumulated other comprehensive income (~~OCI~~"AOCI"). asChanges ~~part~~in ofAOCI ~~the~~balances ~~statement~~by ofcomponent, ~~changes~~both inbefore ~~equity.~~tax ~~Under~~and ~~the~~after ~~amended guidance~~tax, ~~all~~must ~~changes~~be indisclosed ~~OCI~~and ~~are~~significant toitems bereclassified ~~presented~~out ~~either~~of inAOCI aby ~~single~~component ~~continuous~~must ~~statement~~be reported either on the face of ~~comprehensive~~the income statement or in ~~two~~a separate ~~but~~footnote ~~consecutive~~to the financial statements. WeThe ~~adopted~~accounting ~~these~~guidance ~~changes~~is effective ~~January~~for 1,public ~~2012~~companies ~~and~~for ~~applied~~fiscal ~~retrospectively~~years, ~~for~~and ~~all~~interim periods ~~presented~~within those years, beginning after December 15, 2013. There ~~was~~were no ~~impact~~reclassifications toout ~~the~~of ~~consolidated~~AOCI ~~results~~for as the ~~amendments~~three ~~related~~months ~~only~~ended toMarch ~~changes~~31, in2013 ~~financial~~and ~~statement presentation~~2012.

~~In September 2011, the FASB issued amended guidance that will simplify how entities test goodwill for impairment~~3. ~~After~~Marketable an assessment of certain qualitative factors, if it is determined to be more likely than not that the fair value of a reporting unit is less than its carrying amount, entities must perform the quantitative analysis of the goodwill impairment test. Otherwise, the quantitative test becomes optional. The guidance is effective January 1, 2012, with early adoption permitted. We elected to adopt this guidance for the 2011 goodwill impairment test performed in the fourth quarter. Goodwill impairment testing did not result in any impact to our financial results.Securities

3. Acquisitions

On April 1, 2011, the Company acquired 100% of the outstanding share capital in JaBo Vertrieb-und Entwicklung GmbH, or JaBo Software, a leading Austrian travel search company, for a total cash purchase price of $9,160, net.

The table below sets forth the final purchase price allocation:

Assets acquired:
Accounts receivable and other assets	$	983
Contingent asset	230
Identifiable intangible assets (1)
Customer relationships (useful life—7 years)	3,200
Trade & domain names (useful life—10 years)	2,600
Current technology (useful life—2 years)	700
Non-compete agreements (useful life—2 years)	300
Goodwill	4,138
Total assets	12,151
Liabilities assumed:
Deferred tax liability	1,700
Other liabilities	1,291
Total net assets acquired	$	9,160

(1) The weighted average useful life of the identifiable intangible assets acquired is 7 years.

The primary elements that generated goodwill are the value of the acquired assembled workforce, specialized processes and procedures and operating synergies, none of which qualify as separate intangible assets.

The pro forma impact of this acquisition on revenues and net income was immaterial.

4. Marketable Securities

The following tables summarize the investments in marketable securities all of which are classified as held to maturity:

	September 30, 2012				December 31, 2011
	March 31, 2013				December 31, 2012
	AmortizedCost		Level 1(1)FairValue		AmortizedCost		Level 1(1)FairValue
Agency bonds	$	—	$	—	$	2,605	$	2,605
Commercial paper	—		—		900		900
Certificate of deposit	450		450		900		899
Corporate debentures/bonds	1,985		1,984		5,712		5,712
Commercial paper	2,248		2,248		3,097		3,096
Marketable securities	$	1,985	$	1,984	$	6,612	$	6,612
Corporate debentures/ bonds	5,528		5,529		4,596		4,591
Marketable securities	$	8,226	$	8,227	$	11,198	$	11,191


(1)	Level 1 fair values are defined as observable inputs such as quoted prices in active markets.

54. Property and Equipment

Property and equipment consisted of the following:

	EstimatedLife	September 30,			December 31,
		2012			2011
Website development	3 years	$	6,327		$	5,552
Computer equipment	3 years	4,880			4,172
Leasehold improvements	Life of lease	2,331			2,283
Furniture and fixtures	5 years	971			749
Software	3 years	336			266
Vehicles	5 years	109			53
Office equipment	5 years	40			40
Property and equipment		14,994			13,115
Accumulated depreciation		(9,617		)	(7,641		)
Property and equipment, net		$	5,377		$	5,474

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Depreciation expense was $690 and $463 for the three months ended September 30, 2012 and 2011, respectively and $1,975 and $1,331 for the nine months ended September 30, 2012 and 2011, respectively.



	Estimated Life	March 31,			December 31,
	Estimated Life	2013			2012
Website development	3 years	$	3,374		$	6,647
Computer equipment	3 years	4,999			5,340
Leasehold improvements	Life of lease	2,487			2,470
Furniture and fixtures	5 years	1,055			1,084
Software	3 years	608			318
Vehicles	5 years	109			109
Office equipment	5 years	35			46
Construction in progress	N/A	167			1,240
Property and equipment		12,834			17,254
Accumulated depreciation		(6,147		)	(10,351		)
Property and equipment, net		$	6,687		$	6,903

6.Depreciation ~~Intangible~~expense ~~Assets~~was $937 and $635 for the three months ended March 31, 2013 and 2012, respectively.

5. Intangible Assets

The following tables detail our intangible asset balances by major asset class:

September 30, 2012

December 31, 2011

March 31, 2013

December 31, 2012

GrossCarryingAmount

AccumulatedAmortization

NetCarryingAmount

GrossCarryingAmount

AccumulatedAmortization

~~Impairment~~NetCarryingAmount

~~NetCarryingAmount~~

Intangible asset class

Domain and trade names

33,~~520~~496

(2627,~~875~~297

)

6,~~645~~199

33,~~505~~742

(1127,~~255~~143

)

~~(14~~6,~~980~~599

)

~~7,270~~

Customer relationships

10,~~823~~799

(5,~~006~~606

)

5,~~817~~193

1011,~~878~~041

(35,~~826~~422

)

—5,619

~~7,052~~

Technology

4,~~155~~153

(34,~~378~~153

)

~~777~~—

4,~~160~~173

(14,~~287~~092

)

—81

~~2,873~~

Non-compete agreements

~~975~~972

(~~768~~949

)

~~207~~23

~~982~~1,002

(~~493~~883

)

—119

~~489~~

Intangible assets, net

49,~~473~~420

(3638,~~027~~005

)

1311,~~446~~415

49,~~525~~958

(1637,~~861~~540

)

~~(14~~12,~~980~~418

)

~~17,684~~

Amortization expense was $~~1,388~~655 and $1,~~472~~415 for the three months ended ~~September~~March 3031, ~~2012~~2013, and ~~September~~March 3031, ~~2011, respectively, and $4,203 and $5,006 for the nine months ended September 30,~~ 2012 ~~and September 30~~, ~~2011,~~ respectively. Intangible assets are amortized on a straight-line basis over their estimated economic lives. We believe that the straight-line method of amortization reflects an appropriate allocation of the cost of the intangible assets to earnings in proportion to the amount of economic benefits obtained.

~~In January 2011, we determined that we would not support two brand names and URLs in the United States and decided that we would begin to migrate all traffic from sidestep~~6.~~com~~ to KAYAK.com. As a result of this triggering event, we prepared an analysis comparing expected future discounted cash flows to be generated by the SideStep domain and trade name asset to the carrying value of the asset. Our analysis resulted in:Goodwill

•Changes Ain ~~charge~~the ofcarrying ~~$14,980~~amount ~~due~~of togoodwill for the ~~impairment~~year ofended ~~the~~December 31, ~~value~~2012 ofand ~~the~~three ~~SideStep~~months ~~brand~~ended ~~name~~March 31, ~~and~~2013 ~~URL,~~were as follows:

• A change in estimate that resulted in acceleration of amortization based on the estimated decline in queries directed from our SideStep URL through December 2013 to reflect the gradual transition of users to the KAYAK URL.



Balance, December 31, 2012	$	155,988
Foreign currency translation	(461		)
Balance, March 31, 2013	$	155,527

To determine fair value of the SideStep brand name and URL, we used an income approach, which utilized Level 3 fair value inputs as described in "-Note 15 - Fair Value Measurements", and discounted the expected cash flows of the intangible assets. We calculated expected cash flows, using an estimate of future revenue to be generated from the SideStep URL offset by estimated future expenses. We applied a discount rate of 17.0% representing the estimated weighted average cost of capital, which reflects the overall level of inherent risk involved in the respective operations and the rate of return an outside investor could expect to earn. 14

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~~Changes~~7. inAccrued ~~the~~Expenses ~~carrying amount of goodwill for the year ended December 31, 2011~~ and ~~nine~~Other ~~months~~Current ~~ended September 30, 2012 were as follows:~~Liabilities

Balance, December 31, 2011	$	155,677
Foreign currency translation	(105		)
Balance, September 30, 2012	$	155,572

8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

	September 30, 2012		December 31, 2011
	March 31, 2013		December 31, 2012
Accrued bonus	$	4,911	$	5,792
Accrued marketing	$	11,480	$	7,527
Income taxes payable	4,715		2,515
Accrued search fees	2,254		1,529
Accrued marketing	4,675		1,141
Accrued bonus	2,059		1,080
Accrued search fees	1,669		1,243
Accrued vacation	1,555		1,264
Other accrued expenses	5,190		5,529
Accrued professional fees	1,175		1,651
Accrued expenses and other current liabilities	$	21,160	$	16,220
Income taxes payable	579		6,346
Other accrued expenses	4,822		4,744
Accrued expenses and other current liabilities	$	23,924	$	24,141

98. Income Taxes

Our effective tax rates were 4364.89% and 4347.08% for the three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012, respectively. The effective tax rate for the three months ended ~~September~~March 3031, ~~2012,~~2013 was higher than the statutory rate due to state taxes, and losses in Europe for which no benefit was recognized, ~~and~~partially ~~disallowed stock compensation expense for incentive stock options,~~ offset by federal and state research credits. The effective tax rate for the three months ended ~~September~~March 3031, ~~2011,~~2012 was higher than the statutory rate primarily due to state taxes, losses in Europe for which no benefit was recognized and disallowed stock compensation expense for incentive stock options.

~~Our effective tax rates were 48~~9.0% ~~and~~Commitments ~~44.5% for the nine months ended September 30, 2012~~ and 2011, respectively. The increase in the effective tax rate for the nine months ended September 30, 2012, as compared to the same period in 2011, was primarily due to losses in Europe for which no benefit was recognized.Contingencies

10. Commitments and Contingencies

Operating Leases

We lease our office and data center facilities under noncancelable leases that expire at various points between May 2013 and April 2025. We are also responsible for certain real estate taxes, utilities and maintenance costs on our office facilities. Rent expense was approximately $~~454~~898 and $~~481~~535 for the three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011, respectively and $1,125 and $1,379 for the nine months ended September 30,~~ 2012 ~~and 2011~~, respectively.

Other Commitments

We have aup-front ~~content~~marketing ~~licensing~~agreements ~~agreement~~ that as of ~~September 30~~March 31, ~~2012~~2013, ~~obligates~~obligate us to make minimum future payments of $110,~~750~~997 for the remainder of ~~2012. During~~ 2013~~, we will be obligated to make minimum payments based on the number of queries performed in 2012, and as a result, we are unable to estimate our calendar year 2013 minimum commitment at this time~~. ~~If not renewed, this agreement expires in December 2013.~~

OnWe ~~April~~have ~~3, 2012, we entered into~~ a ~~Products~~content ~~and~~licensing ~~Services~~agreement ~~Agreement~~that ~~with~~as aof ~~technology~~March 31, ~~provider.~~2013, ~~This agreement~~ obligates us to make minimum future payments of $14,~~600~~335 ~~per year~~ for the ~~next~~remainder ~~four~~of ~~years~~2013. If Asnot ~~of September 30~~renewed, ~~2012,~~this ~~our~~agreement ~~remaining~~expires ~~obligation~~in ~~for~~December ~~2012 is $400~~2013.

WeOn ~~have~~April ~~up-front~~3, ~~marketing~~2012, ~~agreements~~we ~~that~~entered asinto ofa ~~September~~Products ~~30,~~and ~~2012,~~Services ~~obligate~~Agreement with a technology provider. This agreement obligates us to make minimum future payments of $71,~~016~~600 per year for the ~~remainder~~next oftwo ~~2012~~years. ~~and~~As ~~$15~~of March 31,~~072~~ ~~for~~2013, ~~the~~our ~~first~~remaining ~~three~~obligation ~~quarters~~for of 2013 is $1,200.

We have two content delivery agreements that as of March 31, 2013, obligate us to make minimum future payments of $531 for the remainder of 2013, $677 in 2014, and $56 in 2015.

Legal Matters

We are involved in various legal proceedings, including but not limited to the matters described below that involve claims for substantial amounts of money or for other relief or that might necessitate changes to our business or operations.

In 16connection with our merger with priceline.com, we, along with our board, priceline.com, and Produce Merger Sub, a wholly-owned subsidiary of priceline.com were named as defendants in three complaints. Two claims were filed in the Delaware Court of Chancery and one claim was filed in the Judicial District of Stamford / Norwalk, Connecticut. All claims generally allege, among other things, that our board failed to adequately discharge its fiduciary duties to the holders of shares of our Class A common stock by failing to ensure they will receive maximum value for their shares, failing to conduct an

In April 2009, Parallel Networks, LLC filed a complaint against us for patent infringement in the U.S. District Court for the Eastern District of Texas. The complaint alleged, among other things, that our website technology infringes a patent owned by Parallel Networks purporting to cover a “Method And Apparatus For Client-Server Communication Using a Limited Capability Client Over A Low-Speed Communications Link” (U.S. Patent No. 6,446,111 B1) and sought injunctive relief, monetary damages, costs and attorneys fees. The complaint was dismissed without prejudice in February 2010, but the plaintiff filed a new complaint against us on March 29, 2010 containing similar allegations. The case was set for trial on September 10, 2012. The court has since stayed proceedings in the district court pending resolution of plaintiff's appeal of certain rulings by the court, which granted summary judgment on several claims in favor of us and other defendants. At this time we are unable to estimate any potential damages associated with this matter. As such, we have not recorded any accrual for potential loss as of December 31, 2011 or September 30, 2012. 15

InTable ~~addition, from time to time, we may become involved in legal proceedings arising in the ordinary course~~ of our business. Such proceedings, even if not meritorious, could result in the expenditure of significant financial and managerial resources. If any legal proceedings were to result in an unfavorable outcome, it could have a material adverse effect on our business, financial position and results of operations; however, at this time, we are unable to estimate the potential range of loss, if any, and it is too early to determine the likelihood of whether or not any of these claims will ultimately result in a loss. As such, we have not recorded any material accrual for potential loss as of December 31, 2011 or September 30, 2012.Contents

11appropriate sale process and agreeing to inappropriate provisions in the merger agreement that would dissuade or otherwise preclude the emergence of a superior offer. ~~Redeemable~~The ~~Convertible~~claims ~~Preferred~~also ~~Stock~~allege that we and priceline.com aided and abetted our board's breach of its fiduciary duties. The actions seek injunctive relief compelling the board to properly exercise its fiduciary duties to holders of shares of our Class A common stock, enjoining the consummation of the merger and declaring the merger agreement unlawful and unenforceable, among other things. All claims seek to recover costs and disbursements from the defendants, including reasonable attorneys' and experts fees. On January 16, 2013, the parties entered into a Memorandum of Understanding with the plaintiffs for each complaint described above to settle those lawsuits. The settlement is subject to executing a definitive stipulation of settlement and court approval following notice to our stockholders and consummation of the merger. If the settlement is approved, it will resolve and release all claims that were or could have been brought challenging any aspect of the merger, the merger agreement and any disclosure made in connection therewith, among other claims. The settlement will not have a material impact on the Company's consolidated results of operations or cash flows.

AsIn ofaddition, ~~December~~from ~~31,~~time ~~2011~~to time, we ~~had~~may ~~authorized~~become ~~26,876,384~~involved ~~shares~~in oflegal ~~redeemable~~proceedings ~~convertible~~arising ~~preferred~~in ~~stock,~~the ~~and~~ordinary ~~had~~course ~~designated~~of ~~six~~our ~~series~~business. asSuch ~~follows~~proceedings, :even ~~6,600,000~~if ~~shares~~not ofmeritorious, ~~Series~~could Aresult ~~Redeemable~~in ~~Convertible~~the ~~Preferred~~expenditure ~~Stock,~~of ~~1,176,051~~significant ~~shares~~financial ofand ~~Series~~managerial ~~A-1~~resources. We ~~Redeemable~~have ~~Convertible~~accrued ~~Preferred~~for ~~Stock,~~certain ~~4,989,308~~legal ~~shares~~contingencies ofwhere ~~Series~~it Bis ~~Redeemable~~probable ~~Convertible~~that ~~Preferred~~a ~~Stock,~~loss ~~2,138,275~~has ~~shares~~been ofincurred ~~Series~~and ~~B-1~~the ~~Redeemable~~amount ~~Convertible~~can ~~Preferred~~be ~~Stock,~~reasonably ~~3,897,084~~estimated. Such ~~shares~~amounts ofaccrued ~~Series~~are Cnot ~~Redeemable~~material ~~Convertible~~to ~~Preferred~~our ~~Stock~~consolidated ~~and~~balance 8sheets,~~075,666~~ ~~shares~~results of ~~Series~~operations Dor ~~Redeemable~~cash ~~Convertible Preferred Stock.~~flows

10. Redeemable Convertible Preferred Stock

As of December 31, 2011, we had authorized 26,876,384 shares of redeemable convertible preferred stock, and had designated six series as follows: 6,600,000 shares of Series A Redeemable Convertible Preferred Stock, 1,176,051 shares of Series A-1 Redeemable Convertible Preferred Stock, 4,989,308 shares of Series B Redeemable Convertible Preferred Stock, 2,138,275 shares of Series B-1 Redeemable Convertible Preferred Stock, 3,897,084 shares of Series C Redeemable Convertible Preferred Stock and 8,075,666 shares of Series D Redeemable Convertible Preferred Stock.

Upon the completion of our IPO on July 25, 2012, all of the outstanding shares of redeemable convertible preferred stock automatically converted into shares of Class B common stock.

Series A Preferred

In March and June 2004,we issued an aggregate of 6,600,000 shares of Series A Redeemable Convertible Preferred Stock, or Series A Preferred Stock, at $1.00 per share for gross proceeds of $6,600.

Series A-1 Preferred

In November 2004, we issued an aggregate of 825,000 shares of Series A-1 Redeemable Convertible Preferred Stock, or Series A-1 Preferred Stock, at $2.00 per share for gross proceeds of $1,650. The purchase price of the shares was subject to adjustment based on any dilution occurring as a result of any subsequent stock offering that occurred prior to February 1, 2006 at a price per share lower than $2.00. Consequently, in March 2005, an additional 351,051 shares were issued to Series A-1 holders to adjust the stock purchase price to $1.403 per share, the per-share price of the Series B Redeemable Convertible Preferred Stock.

Series B Preferred

In February 2005, we issued an aggregate 4,989,308 shares of Series B Redeemable Convertible Preferred Stock, or Series B Preferred Stock, at $1.403 per share for gross proceeds of $7,000.

Series B-1 Preferred

In April 2006, we issued an aggregate 2,138,275 shares of Series B-1 Redeemable Convertible Preferred Stock, or Series B-1 Preferred Stock, at $1.403 per share for gross proceeds of $3,000.

Series C Preferred

In May 2006, we issued an aggregate 3,855,180 shares of Series C Redeemable Convertible Preferred Stock, or Series C Preferred Stock, at $2.983 per share for gross proceeds of $11,500.

Series D Preferred

In December 2007, we issued an aggregate 8,008,842 shares of Series D Redeemable Convertible Preferred Stock, or Series D Preferred Stock, at $20.727 per share for gross proceeds of $166,000 and $278 in issuance costs.

A summary of the rights and preferences of the Series A, A-1, B, B-1, C and D Preferred Stock, as of December 31, 2012, are as follows:

Voting

Series A, A-1, B, B-1, C and D Preferred stockholders are entitled to one vote per common share equivalent on all matters voted on by holders of common stock.

Dividends

Prior to our IPO, Series A, A-1, B, B-1, C and D Preferred stockholders were entitled to receive dividends that are paid on common stock of the Company equal to an amount of the largest number of whole shares of common stock into which the shares of preferred stock are convertible. In addition, holders of Series A, A-1, B, B-1, C and D Preferred Stock were entitled to receive, out of funds legally available, dividends at the rate of 6% per annum of the adjusted original issue price per share and are accumulated regardless if declared. Accumulated and unpaid dividends totaled $58,390 and $51,745 as of the date of the IPO, and December 31, 2011 respectively. Dividends were deemed payable upon a liquidation event, redemption or if declared by the Board of Directors. Upon the completion of our IPO, all accumulated dividends were reversed.

In April 2012, the Company executed an Election and Amendment Agreement with certain existing stockholders, or eligible holders, pursuant to which we granted certain eligible holders the right to purchase from us 352,178 shares of common stock at the IPO price of $26.00. We refer to these as the private placement purchase rights. The holders of these private placement purchase rights exercised 231,695 shares on August 1, 2012. These private placement purchase rights expired on August 1, 2012.

Pursuant to the Election and Amendment Agreement, since our IPO price was below $27.00 per share, we issued to the eligible holders additional shares of Class A common stock for no additional consideration pursuant to an automatic adjustment. As a result of the revision in the terms due to the Election and Amendment Agreement, we recognized a charge of $2,929 as a deemed dividend at the modification date. This charge ~~impacts~~impacted 2012 annual net income (loss) attributable to our common stockholders and basic net income (loss) per share attributable to common stockholders.

As ~~a result of the completion of our IPO on July 25, 2012 all shares of outstanding redeemable convertible preferred stock converted into shares of Class B common stock.~~ 16

~~Preferred~~Table ~~Stock~~of ~~Warrants~~Contents

~~In connection with the issuance of subordinated term loans in 2007, the lender received warrants to purchase 62,000 shares of Series D Preferred Stock at an exercise price of $20~~11.73 ~~per~~Stockholders’ share. The warrants expire on the tenth anniversary of the loan closing date (December 2017). In connection with the transaction we recorded a separate warrant liability based on the estimated fair value at the issuance date by allocating proceeds first to the warrants and the remaining to the loans (the residual method). On July 20, 2012, the lender exercised this warrant on a cashless basis, based on a fair market value at the time of exercise of $33.18 per share. As a result, we issued to the lender an aggregate 23,269 shares of our Series D Preferred Stock. These shares automatically converted to Class B common stock upon the closing of our IPO. Warrants are valued at each reporting period with changes recorded as other income (expense) in the statement of operations. The fair value of these warrants was $0 and $426 at September 30, 2012 and December 31, 2011 respectively, based on the following assumptions using the Black-Scholes model:Equity

	September 30, 2012	December 31, 2011
Risk free interest rate	—	0.4	%
Expected volatility	—	42.9	%
Expected life (in years)	0	3
Dividend yield	—	—	%

The mark-to-market expense on these warrants was $544 and $260 for the three months ended September 30, 2012 and September 30, 2011, respectively and $607 and $326 for the nine months ended September 30, 2012 and September 30, 2011, respectively.

In November 2006, under the terms of a loan and security agreement, we issued warrants for the purchase of 41,904 shares of Series C Preferred Stock. The warrants are exercisable at $2.983 per share and expire on November 22, 2016. On July 20, 2012, one of these lenders exercised on a cashless basis its warrant for 25,142, based on a fair market value at the time of exercise of $33.18 per share. As a result, we issued to the lender an aggregate 22,881 shares of our Series C Preferred Stock. These shares automatically converted to Class B common stock upon the closing of our IPO. Additionally, upon the closing of our IPO, the unexercised warrants automatically converted into warrants to purchase shares of our Class B common stock.

The Company recorded a warrant liability based on the fair value of the remaining warrants at the issuance date. The fair value of these warrants was $542 and $724 as of September 30, 2012 and December 31, 2011, respectively, based on the following assumptions using the Black-Scholes model:

	September 30, 2012		December 31, 2011
Risk free interest rate	0.2	%	0.3	%
Expected volatility	44.6	%	41.0	%
Expected life (in years)	2		2
Dividend yield	—	%	—	%

The mark-to-market expense on these warrants was $210 and $189 for the three months ended September 30, 2012 and September 30, 2011, respectively and $317 and $332 for the nine months ended September 30, 2012 and September 30, 2011, respectively.

12. Stockholders’ Equity

Common Stock

A summary of the rights and preferences of our Class A and Class B common stock as of ~~September~~March 3031, ~~2012~~2013 are as follows:

Voting

Holders of our Class A common stock are entitled to one vote per share and holders of our Class B common stock are entitled to 10 votes per share on all matters on which such common stockholders are entitled to vote.

Dividends

Holders of our Class A and Class B common stock are eligible to receive dividends on common stock held when funds are available and as approved by the board of directors.

Liquidation Rights

In the event of liquidation, dissolution or winding up of the Company, a sale of all or substantially all of the Company’s assets, and certain mergers, common stockholders are entitled to receive all assets of the Company available for distribution~~, subject to the preferential rights of any outstanding shares of preferred stock~~.

1312. Stock Options and Restricted Stock

The board of directors adopted the 2004 Stock Option Plan, or the 2004 Plan, the Third Amended and Restated 2005 Equity Incentive Plan, as amended or the 2005 Plan, and the 2012 Equity Incentive Plan, or the 2012 Plan, which permits the issuance of equity awards including incentive and nonqualified stock options, restricted stock and restricted stock units to employees, directors and consultants. At ~~September~~March 3031, ~~2012~~2013 and December 31, ~~2011~~2012, ~~694~~2,~~122~~296,953 shares and no616,279 shares, respectively, were available for issuance under our 2012 Plan. At ~~September~~March 3031, ~~2012~~2013 and December 31, ~~2011~~2012, no shares ~~and 159,946 shares, respectively,~~ were available for issuance under our 2004 Plan and 2005 Plan.

Restricted Stock

The Company has issued shares of restricted common stock to employees, directors and consultants. There were no unvested shares of restricted stock outstanding at September 30, 2012 and December 31, 2011, respectively.

Restricted stock is subject to transfer restrictions and contains the same rights and privileges as unrestricted shares of common stock. Shares of restricted stock are presented as outstanding as of the date of issuance. There were no restricted stock grants between January 1, 2012 and September 30, 2012.

Restricted Stock Units

On August 31, 2012, we issued an aggregate 33,655 restricted stock units to certain of our non-employee directors. These restricted stock units vest quarterly over a two-year period and are settled 65% in shares and 35% in cash. At the time of grant, the recipients of these awards were automatically vested with respect to an aggregate 11,779 of these shares.

On December 22, 2012, we issued an additional 4,373 restricted stock units to a non-employee director. The restricted stock units vest quarterly over a two-year period and are settled 65% in shares and 35% in cash.

Restricted stock units settled in cash are accounted for as liability awards and paid based on the fair market value of KAYAK stock on the date of vest. Restricted stock units settled in shares are accounted for as equity awards and expensed based on the fair market value on the date of grant.

The following table summarizes the activities for the unvested stock portion of our restricted stock unit grants for the quarter ended March 31, 2013:



	Shares Settled in Cash	Shares Settled in Shares	Weighted- Average Grant Date Fair Value
Balance, unvested at December 31, 2012	6,245	11,590	$	30.41
Granted	—	—	—
Vested	1,665	3,091	28.76
Forfeited/canceled	—	—	—
Balance, unvested at March 31, 2013	4,580	8,499	$	31.01
Expected to vest after March 31, 2013 ⁽¹⁾	4,341	8,081	$	31.02

⁽¹⁾ Restricted stock units expected to vest reflect an estimated forfeiture rate.

The unrecognized compensation cost related to unvested restricted stock units to be settled in shares and to be settled in cash was $152 and $101 respectively as of March 31, 2013. These amounts are expected to be recognized over a weighted-

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average period of 0.7 years as of March 31, 2013. To the extent the actual forfeiture rate is different from what we have estimated, stock-based compensation related to these awards will be different from our expectations.

Stock Options

We may award certain employees and non-employees options to acquire shares of our Class B common stock. Stock options generally have terms of ten years. Stock options granted under the stock plans will typically vest 25% after the first year of service and ratably each month over the remaining 36-month period contingent upon employment with the Company on the date of vesting.

We utilize the Black-Scholes model to determine the fair value of stock options. Management is required to make certain assumptions with respect to selected model inputs, including anticipated changes in the underlying stock price (i.e.g., expected volatility) and option exercise activity (i.e.g., expected term). We base our expected volatility on the historical volatility of comparable publicly traded companies for a period that is equal to the expected term of the options. The expected term of options granted is derived using the “simplified” method as allowed under the provisions of the Securities and Exchange Commission, or SEC’s, Staff Accounting Bulletin No. 107 and represents the period of time that options granted are expected to be outstanding. The expected term for performance-based and non-employee awards is based on the period of time for which each award is expected to be outstanding, which is typically the remaining contractual term. The risk-free rate is based on the U.S. Treasury yield in effect at the time of the grant period for a period commensurate with the estimated expected life.

The following table summarizes stock option activity:

	Number ofShares		Weighted-AverageExercise Price		AggregateIntrinsicValue(1)		Weighted-AverageRemainingContractual Term(in years)
Balance, December 31, 2011	9,086,586		$	10.79	$	86,590	7.3
Balance, December 31, 2012	10,678,836		$	13.89	$	275,899	6.9
Options granted (2)	2,390,500		$	26.31
Options granted	45,000		$	40.32
Exercised	(~~122~~295,~~919~~229	)	$	152.7945
Canceled/forfeited	(~~526~~99,~~110~~686	)	$	2025.1937
Balance, September 30, 2012	10,828,057		$	13.70	$	234,180	7.2
Balance, March 31, 2013	10,328,921		$	14.22	$	265,842	6.8
Vested and exercisable as of September 30, 2012	6,066,784		$	8.35	$	163,660	5.9
Vested and exercisable as of March 31, 2013 (2)	6,495,855		$	9.39	$	198,547	5.8
Vested and exercisable as of September 30, 2012 and expected to vest thereafter (3)	9,913,793		$	12.88	$	222,621	7.0
Vested and exercisable as of March 31, 2013 and expected to vest thereafter (3)	9,764,644		$	13.75	$	255,912	6.7

(1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying award and the fair value of $3539.3396, and $2039.1472 of our Class A common stock on ~~September~~March 3031, ~~2012,~~2013 and December 31, ~~2011~~2012, respectively.

(2) Includes 254,500 shares granted to non-employees which are marked-to-market until they are fully vested. The assumptions used to value these grants are similar to those used for grants made to employees with the exception of the expected term.


(3)	Stock options expected to vest reflect an estimated forfeiture rate.

The fair value of vested shares was $83,~~103~~640 ~~for~~at ~~the nine months ended September~~March 3031, ~~2012~~2013 and $103,~~885~~075 ~~during~~at ~~the~~March ~~year ended December~~ 31, ~~2011~~2012. The total intrinsic value of options exercised was $111,~~441~~103 for the ~~nine~~three months ended ~~September~~ March 3031, ~~2012~~2013 and $4,~~143~~963 during the year ended December 31, ~~2011~~2012.

The weighted-average fair value of options granted during the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 was $1218.8323 per share and $913.7134 per share for the year ended December 31, ~~2011~~2012 based on the Black-Scholes model. The following weighted-average assumptions were used for grants made to employees and do not include the assumptions for non-employee grants:

2018

	September 30, 2012		December 31, 2011
Risk-free interest rate	1.0	%	1.8	%
Expected volatility	44.9	%	43.8	%
Expected life (in years)	6		6
Dividend yield	—	%	—	%

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The following table summarizes information concerning outstanding and exercisable options as of September 30, 2012:



	March 31, 2013		December 31, 2012
Risk-free interest rate	1.0	%	0.9	%
Expected volatility	45.9	%	44.9	%
Expected life (in years)	6		6
Dividend yield	—	%	—	%

	Options Outstanding				Options Exercisable and Vested
Range ofExercisePrices	Number of Shares	Weighted AverageRemainingContractual Life(in Years)	Weighted-AverageExercise Price		Numberof Shares	Weighted-AverageExercise Price
$ 1.00 - $ 2.98	1,175,343	2.5	$	1.50	1,175,343	$	1.50
$5.00	1,362,500	4.7	$	5.00	1,362,500	$	5.00
$7.50	1,737,000	6.8	$	7.50	1,393,447	$	7.50
$11.29 - $13.00	1,165,000	7.6	$	12.63	756,451	$	12.59
$14.82	1,893,340	8.1	$	14.82	947,187	$	14.82
$15.50 - $21.00	1,140,000	8.4	$	19.05	392,276	$	18.07
$25.50	512,374	9.3	$	25.50	39,580	$	25.50
$26.00	1,300,000	9.8	$	26.00	—	$	—
$26.50 - $35.46	542,500	9.8	$	28.44	—	—
$ 1.00 - $35.46	10,828,057	7.2	$	13.70	6,066,784	$	8.35

The following table summarizes information concerning outstanding and exercisable options as of March 31, 2013:



	Options Outstanding				Options Exercisable and Vested
Range of Exercise Prices	Number of Shares	Weighted Average Remaining Contractual Life (in Years)	Weighted- Average Exercise Price		Number of Shares	Weighted- Average Exercise Price
$ 1.00 - $ 2.98	873,026	2.1	$	1.60	873,026	$	1.60
$5.00	1,342,500	4.0	$	5.00	1,342,500	$	5.00
$7.50	1,692,443	5.9	$	7.50	1,573,637	$	7.50
$11.29 - $13.00	1,144,000	6.8	$	12.62	898,572	$	12.59
$14.82 - $15.50	2,001,140	7.5	$	14.86	1,275,810	$	14.88
$16.50 - $26.50	2,791,812	8.7	$	23.87	532,310	$	20.33
$27.29 - $40.70	484,000	9.5	$	31.58	—	$	—
$ 1.00 - $40.70	10,328,921	6.8	$	14.22	6,495,855	$	9.39

Prior to the completion of our IPO, the fair value of the common stock was determined by the board of directors at each award grant date based on a variety of factors, including arm’s length sales of our capital stock (including redeemable convertible preferred stock), valuations of comparable public companies, our financial position and historical financial performance, the status of technological developments within our products, the composition and ability of the technology and management team, an evaluation of and benchmark to our competition, the current climate in the marketplace, the illiquid nature of the common stock, the effect of rights and preferences of preferred shareholders, and the prospects of a liquidity event, among others. Subsequent to the completion of our IPO, we utilize the closing price of our common stock on the date of grant to determine its fair value.

At ~~September~~March 3031, ~~2012~~2013 and December 31, ~~2011~~2012, total unrecognized estimated compensation expense related to non-vested stock options granted prior to that date was approximately $4638,~~614~~373 and $3143,~~124~~295, respectively. This expense will be recognized on a straight-line basis over the weighted average remaining vesting period of 2.85 and 2.69 years as of ~~September~~March 3031, ~~2012~~2013, and December 31, ~~2011~~2012, respectively.

1413. Earnings per share

The following tables set forth the computation of basic and diluted earnings (loss) per share of common stock for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013 and ~~September~~March 3031, ~~2011~~2012 were as follows:



	Three Months Ended March 31,
	2013		2012
Basic earnings per share:
Net income	$	2,127	$	4,145
Redeemable convertible preferred stock dividends	—		(2,936		)
Net income attributable to common stockholders—Basic	$	2,127	$	1,209
Weighted average common shares outstanding	38,813,838		7,037,280
Basic earnings per share	$	0.05	$	0.17

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	Three Months Ended March 31,
	2013		2012
Diluted earnings per share:
Net income attributable to common stockholders—Diluted	$	2,127	$	4,145
Weighted average common shares outstanding	38,813,838		7,037,280
Options to purchase common stock	6,497,730		3,491,255
Redeemable convertible preferred stock (as converted basis)	—		26,767,656
Restricted Stock Units	1,575		—
Convertible preferred stock warrants (as converted basis)	—		35,698
Weighted average shares and potentially diluted shares	45,313,143		37,331,889
Diluted earnings per share	$	0.05	$	0.11

The potentially dilutive securities that have been excluded from the calculation of diluted net income per common share because the effect is anti-dilutive is as follows:



	Three Months Ended March 31,
	2013	2012
Options to purchase common stock	1,120,500	965,000
Convertible preferred stock warrants (as converted basis)	—	62,000
Restricted Stock Units	2,320	—
	1,122,820	1,027,000

14. Fair Value Measurements

GAAP sets forth a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three tiers are Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Our restricted stock units settled in cash are measured and recorded at fair value at the time of vesting. See “-Note 12-Stock Options and Restricted Stock” for further discussion of our restricted stock units.

Using the Black-Scholes model, the common stock options issued to non-employees were valued at $1,291 based on the following weighted-average assumptions at March 31, 2013 and a fair market value of $39.96. As of March 31. 2013 there were 254,500 outstanding common stock options outstanding. See “- Note 12 - Stock Options and Restricted Stock” for further discussion of our stock option plans and activity.



	March 31, 2013
	March 31, 2013

Risk free interest rate	1.9	%
Expected volatility	46.1	%
Expected life (in years)	9.1
Dividend yield	—	%

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Changes in valuation during the three months ended March 31, 2013, were as follows:



	Level 2 Non-Employee Common Stock Options
Balance, December 31, 2012	$	1,012
Mark-to-market adjustment	279
Balance, March 31, 2013	$	1,291

Mark-to-market adjustments related to common stock options granted to non-employees are included in other general and administrative expenses.

15. Information about Geographic Areas

Revenues by geography are based on the country in which our websites are located. For example, KAYAK.com is in the United States, while KAYAK.de and swoodoo.com are in Germany. We allocate revenues based on the website’s proportional revenue-generating activity (generally, volume of queries and clicks relative to the whole). Long-lived assets are allocated based on the location of the corporate entity to which they relate.



	Three Months Ended March 31,
	2013		2012
Revenues
United States	$	62,832	$	59,160
Germany	8,692		6,192
Rest of the world	10,783		7,986
Total revenues	$	82,307	$	73,338



	As of March 31,		As of December 31,
	2013		2012
Long-lived assets
United States	$	145,368	$	145,665
Germany	18,313		19,226
Rest of the world	9,948		10,418
Total long-lived assets	$	173,629	$	175,309

16. Subsequent Events (unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Basic earnings (loss) per share:
Net income	$	7,954		$	6,968		$	19,387		$	3,830
Redeemable convertible preferred stock dividends	(772		)	(2,937		)	(6,644		)	(8,809		)
Deemed dividend resulting from modification of redeemable convertible preferred stock (1)	—			—			(2,929		)	—
Net income (loss) attributable to common stockholders—Basic	$	7,182		$	4,031		$	9,814		$	(4,979	)
Weighted average common shares outstanding	29,962,706			7,336,438			14,739,047			7,412,882
Basic earnings (loss) per share	$	0.24		$	0.55		$	0.67		$	(0.67	)

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	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Diluted earnings (loss) per share:
Net income (loss) attributable to common stockholders—Diluted	$	7,954	$	6,968	$	19,387	$	(4,979	)
Weighted average common shares outstanding	29,962,706		7,336,438		14,739,047		7,412,882
Options to purchase common stock	5,477,999		3,520,565		5,275,781		—
Redeemable convertible preferred stock (as converted basis)	7,273,820		26,767,656		20,222,280		—
Restricted Stock Units	6,297		—		6,173		—
Convertible preferred stock warrants (as converted basis)	25,685		45,144		45,911		—
Weighted average shares and potentially diluted shares	42,746,507		37,669,803		40,289,192		7,412,882
Diluted earnings (loss) per share	$	0.19	$	0.18	$	0.48	$	(0.67	)

(1) Additional preferred stock per Election and Amendment Agreement as discussed in “-Note 11-Redeemable Convertible Preferred Stock." Shares calculated based on common stock fair value of $26.50 as of June 30, 2012.

The potentially dilutive securities that have been excluded from the calculation of diluted net income (loss) per common share because the effect is anti-dilutive is as follows:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2012	2011	2012	2011
Options to purchase common stock	1,054,875	875,000	1,484,875	8,946,431
Redeemable convertible preferred stock (as converted basis)	—	—	—	26,767,656
Convertible preferred stock warrants (as converted basis)	—	—	—	103,904
	1,054,875	875,000	1,484,875	35,817,991

15. Fair Value Measurements

Generally accepted accounting principles set forth a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three tiers are Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3,

defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Our preferred stock warrants are measured at fair value on a recurring basis. The preferred stock warrants are valued using the Black-Scholes model with the following assumptions: share price, exercise price, expected term, volatility, risk-free interest rate and dividend yield as described in “—Note 11—Redeemable Convertible Preferred Stock”.

Changes in valuation during the years ended December 31, 2011 and the nine months ended September 30, 2012, were as follows:

	Level 3WarrantInstruments
Balance, December 31, 2011	1,150
Mark-to-market adjustment	923
Warrant exercise	(1,531		)
Balance, September 30, 2012	$	542

Mark-to-market adjustments related to warrant instruments are included in other income (expense).

16. Related Party Transactions

In March 2010, we sold TravelPost, a website that was acquired in 2007, to a corporation affiliated with certain members of our board of directors. In connection with the sale, we entered into a commercial agreement pursuant to which we granted the new company a three-year license to reproduce and publicly display hotel reviews and hotel related information in exchange for a monthly license fee of $50 for the term of the license. In May 2011, the commercial agreement was amended to lower the monthly license fee to $10 in exchange for 1,000,000 shares of Series A Preferred Stock in TravelPost. No value was attributed to the stock.

17. Information about Geographic Areas

Revenues by geography are based on the country in which our websites are located. For example, KAYAK.com is in the United States, while KAYAK.de.com and swoodoo.com are in Germany. We allocate revenues based on the website’s proportional revenue-generating activity (generally, volume of queries and clicks relative to the whole). Long-lived assets are allocated based on the location of the corporate entity to which they relate.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Revenues
United States	$	61,265	$	48,819	$	182,389	$	140,936
Germany	7,361		7,052		21,599		18,225
Rest of the world	9,978		5,289		24,892		11,426
Total revenues	$	78,604	$	61,160	$	228,880	$	170,587

	As of September 30,		As of December 31,
	2012		2011
Long-lived assets
United States	$	146,441	$	149,254
Germany	19,041		20,205
Rest of the world	8,913		9,376
Total long-lived assets	$	174,395	$	178,835

18. Subsequent Events (unaudited)

On November 8, 2012, we entered into an Agreement and Plan of Merger, or Merger Agreement, to be acquired by priceline.com Incorporated (NASDAQ: PCLN), or Priceline. Under the terms of the Merger Agreement KAYAK will merge with and into a wholly owned subsidiary of Priceline.

At the effective time of the merger, each share of KAYAK Class A and Class B common stock issued and outstanding immediately prior to the effective time will, at the election of the holder and subject to proration as set forth in the Merger Agreement, be converted into the right to receive either (i) $40.00 per share of Class A and Class B common stock or (ii) a fraction of a share of Priceline common stock. The number of shares of Priceline common stock issued in consideration for the Class A and Class B common stock will be based upon a formula as set forth in the Merger Agreement.

The merger was unanimously approved by the respective Boards of Directors of KAYAK and Priceline and the Board of Directors of KAYAK recommended that KAYAK’s stockholders approve the proposed transaction. The merger is subject to (i) KAYAK stockholder approval, (ii) the effectiveness of a Form S-4 registration statement to be filed by Priceline, (iii) regulatory clearances, including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and (iv) other customary closing conditions.

The Merger Agreement contains certain termination rights for both KAYAK and Priceline and further provides that, upon termination of the Merger Agreement under certain circumstances, KAYAK may be obligated to pay Priceline a termination fee of $52,700.

Completion of the merger is anticipated to occur in early 2013, although there can be no assurance the merger will occur within the expected timeframe or at all.

For further information regarding the merger and the Merger Agreement, please refer to the current report on Form 8-K filed on November 8, 2012, with which the Merger Agreement is filed as Exhibit 2.1.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are a technology-driven company committed to improving online travel. Cofounders of Expedia, Travelocity and Orbitz started KAYAK in 2004 to take a better approach to finding travel online. Our websites and mobile applications enable people to easily research and compare accurate and relevant information from hundreds of other travel websites in one comprehensive, fast and intuitive display. We also provide multiple filtering and sorting options, travel management tools and services such as flight status updates, pricing alerts and itinerary management. Once travelers find their desired flight, hotel or other travel products, KAYAK sends them to their preferred travel supplier or online travel agency website to complete their purchase, and in many cases, travelers may now complete bookings directly through our websites and mobile applications.

KAYAK’s services are free for travelers. We offer travel suppliers and online travel agencies, or OTAs, an efficient channel to sell their products and services to a highly targeted audience focused on purchasing travel. We earn revenues by sending referrals to travel suppliers and OTAs and from a variety of advertising placements on our websites and mobile applications.

During the three months ended ~~September~~March 3031, ~~2012~~2013, we experienced the following ~~growth~~changes:

• For the three months ended ~~September~~March 3031, ~~2012~~2013, we generated $7882.63 million of revenues, representing growth of 2812.52% over the three months ended ~~September~~March 3031, ~~2011~~2012.

• For the three months ended ~~September~~March 3031, ~~2012~~2013, we generated income from operations of $146.92 million representing ~~growth~~a decline of 1723.91% over the three months ended ~~September~~March 3031, ~~2011~~2012.

• For the three months ended ~~September~~March 3031, ~~2012~~2013, we had Adjusted EBITDA of $2113.1 million representing ~~growth~~a decline of 190.24% over the three months ended ~~September~~March 3031, ~~2011~~2012. Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization, or Adjusted EBITDA, is a non-generally accepted accounting principle metric used by management to measure our operating performance. See “—Adjusted EBITDA Reconciliation” below for an additional description of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to income from operations.

• For the three months ended ~~September~~March 3031, ~~2012~~2013, we processed ~~302~~358 million user queries for travel information, representing growth of 3118.01% over the three months ended ~~September~~March 3031, ~~2011~~2012.

• KAYAK mobile applications have been downloaded ~~nearly~~over 2026 million times since their introduction in March 2009. For the three months ended ~~September~~March 3031, ~~2012~~2013, we had approximately 3.1 million downloads, representing growth of ~~94.8~~17% over the three months ended ~~September~~March 3031, ~~2011~~2012.

As of ~~September~~May 307, ~~2012~~2013, we had ~~193~~205 employees, and we had local websites in 1819 countries, including the U.S., Germany, Spain, the United Kingdom, Austria, France and Italy.

Adjusted EBITDA Reconciliation

Earnings Before Interest, Taxes, Depreciation and Amortization, or EBITDA, is a metric used by management to measure operating performance. Adjusted EBITDA represents EBITDA excluding the impact of stock-based compensation expense and other income (expense), net. We present Adjusted EBITDA as a supplemental performance measure because we believe it facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures (affecting other income (expense), net), tax positions (such as the impact on periods or companies of changes in effective tax rates), the age and book depreciation of fixed assets (affecting relative depreciation expense), the impact of acquisitions and the impact of stock-based compensation expense. Because Adjusted EBITDA facilitates internal comparisons of operating performance on a more consistent basis, we also use Adjusted EBITDA in measuring our performance relative to that of our competitors. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our profitability or liquidity. We understand that although Adjusted EBITDA is frequently used by securities analysts, lenders and others in their evaluation of companies, Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

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their evaluation of companies, Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:


•	Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;


•	Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;


•	although depreciation is a non-cash charge, the assets being depreciated will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and


•	other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

The following table reconciles income from operations to Adjusted EBITDA for the periods presented and is unaudited:

KAYAK Software Corporation and Subsidiaries Adjusted EBITDA Reconciliation(In thousands)
	Three months ended September 30,						Nine months endedSeptember 30,
	Three months ended March 31,
	2012			2011			2012			2011
	2013			2012
Income from operations	$	146,~~927~~235		$	128,~~657~~109		$	~~38,787~~		$	~~6,371~~
Other income (expense), net	(831		)	(449		)	(1,640		)	468
Other expense, net	(253		)	(196		)
Depreciation and amortization	21,~~078~~592			12,~~935~~050			~~6,178~~			~~6,337~~
Impairment of intangible assets	—			—			—			14,980
EBITDA	7,574			9,963
EBITDA	16,174			14,143			43,325			28,156
Stock-based compensation	4,932			2,998
Stock-based compensation	4,112			3,121			9,952			9,312
Expenses related to the merger with priceline.com	350			—
Other (income) expense, net	831			449			1,640			(468		)
Other expense, net	253			196
Adjusted EBITDA	$	2113,~~117~~109		$	1713,~~713~~157		$	~~54,917~~		$	~~37,000~~

Non-GAAP Net Income and Diluted Earnings Per Share

We use the non-GAAP measures of non-GAAP net income and diluted earnings per share to provide an additional view of operational performance by excluding non-cash expenses that are not directly related to performance in any particular period. We believe that these non-GAAP measures reflect our ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business, as they exclude certain expenses. These certain expenses are excluded because the decisions which gave rise to these expenses are not made to increase revenue in a particular period, but are made for our long-term benefit over multiple periods and we are not able to change or affect these items in any particular period.

We define non-GAAP net income as our total net income excluding the components listed below, which we believe are not reflective of our ongoing operational expenses. In each case, for the reasons set forth below, we believe that excluding the component provides useful information to investors and others in understanding and evaluating the impact of certain non-cash items to our operating results and future prospects in the same manner as us, in comparing financial results across accounting periods and to those of peer companies and to better understand the impact of these non-cash items on our gross margin and operating performance. Additionally, as significant, unusual or discrete events occur, the results may be excluded in the period in which the events occur.

• Stock-based compensation. We exclude stock-based compensation because it is non-cash in nature and because we believe that the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance and liquidity. Due to varying available valuation methodologies, subjective assumptions and the variety of award types we can use under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, our management believes that providing non-GAAP financial measure that excludes stock-based compensation allows investors to make meaningful comparisons between our recurring core business operating results and those of other companies. We further believe this measure is useful to investors in that it allows for greater transparency to certain line items in our financial statements and facilitates comparisons to competitors' operating results.

• Amortization and impairment of acquired intangible assets and amortization and depreciation of tangible assets. We exclude amortization and impairment of acquired intangible assets because they are non-cash in nature and because we believe that the non-GAAP financial measures excluding these items provide meaningful supplemental information regarding operational performance and liquidity. In addition, excluding these items from various non-GAAP measures facilitates internal comparisons to historical operating results and comparisons to competitors' operating results.

• Income tax effect of non-GAAP adjustments. We adjust non-GAAP net income by including the income tax effects of excluding stock-based compensation and the amortization and impairment of acquired intangible assets. We believe that the inclusion of the income tax effect provides additional transparency to the overall or “after tax” effects of excluding these items from non-GAAP net income.

• Dilutive shares under the treasury stock method. For the nine months ended September 30, 2011, we excluded certain potential common shares from our GAAP diluted shares because their effect would have been anti-dilutive. On a non-GAAP basis, these shares would have been dilutive. As a result, we have included the impact of these shares in the calculation of our non-GAAP diluted net income per share under the treasury stock method.

KAYAK Software Corporation and SubsidiariesNon-GAAP Net Income and Diluted Earnings Per Share(Unaudited, in thousands except Basic and Diluted Weighted Average Common Shares and Earnings Per Share)
	Three months ended September 30,						Nine months endedSeptember 30,
	2012			2011			2012			2011
GAAP net income	$	7,954		$	6,968		$	19,387		$	3,830
Amortization of intangibles	1,388			1,472			4,203			5,006
Impairment of intangibles	—			—			—			14,980
Stock-based compensation	4,112			3,121			9,952			9,312
Tax impact	(2,167		)	(1,951		)	(5,441		)	(12,776		)
Non-GAAP net income	$	11,287		$	9,610		$	28,101		$	20,352
Diluted weighted average common shares	42,746,507			37,669,803			40,289,192			37,229,282
Non-GAAP Diluted EPS	$	0.26		$	0.26		$	0.70		$	0.55

Our Revenue Platforms

KAYAK’s services are free for travelers. We earn revenues by sending referrals to travel suppliers and OTAs after a traveler selects a specific itinerary (distribution revenues), and through advertising placements on our websites and mobile applications (advertising revenues).

Distribution Revenues

We earn distribution revenues by sending qualified leads to travel suppliers and OTAs and by facilitating bookings directly through our websites and mobile applications. After a traveler has entered a query on our website or mobile applications, reviewed the results, and decided upon a specific itinerary, we send the user directly into the travel supplier's or OTA's purchase process to complete the transaction. In many cases, users may now complete bookings with the travel supplier or OTA without leaving our websites and mobile applications. Travel suppliers and OTAs have the flexibility to pay us either when these qualified leads click on a query result at a set cost per click, or CPC basis, or when they purchase a travel product through us or on the travel supplier or OTA website, which we refer to as cost per acquisition, or CPA, basis. We separately negotiate and enter into our distribution agreements, and these agreements set forth the payment terms for the applicable travel supplier or OTA.

Advertising Revenues

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advertisers on our websites consist of OTAs, third party sponsored link providers, hotels, airlines and vacation package providers. Generally, our advertisers pay us on a CPC basis, which means advertisers pay us only when someone clicks on one of their advertisements, or on a cost per thousand impression basis, or CPM. Paying on a CPM basis means that advertisers pay us based on the number of times their advertisements appear on our websites or mobile applications.

We have a proprietary advertising platform called the KAYAK Network, or KN. KN allows advertisers to target the placement and message of their advertisements to the search parameters entered by our traveler, such as the traveler’s origin, destination and desired travel dates. This technology allows advertisers to target their advertisements better, create more effective messages and to transfer people to their websites more efficiently. Our platform allows advertisers to limit placements to instances when the advertiser has an offer that is relevant to a traveler's query. For example, an airline can ensure it only advertises when a traveler searches for a route offered by such airline, and a hotelier can ensure it only advertises to travelers who have searched for dates when the hotelier has low occupancy. We also enable advertisers to use a traveler’s search parameters to dynamically create targeted messages, and after the traveler clicks on an advertisement, we can pass the same search information through to the advertiser, thus increasing the likelihood of a purchase on their website.

Technology and Infrastructure

KAYAK is a technology-driven company. Our technology platform powers our websites and mobile applications by rapidly searching through the complex and fragmented range of travel industry data and presenting comprehensive and relevant travel query results to the user in a clear and intuitive manner.

Search Capabilities

Our software and systems are designed to handle significant growth in users and queries, without requiring significant re-engineering or major capital expenditures. In the ~~third~~first quarter of ~~2012~~2013, we received and processed ~~302~~358 million queries for travel information.

When a travel query is entered on one of our websites or mobile applications, our technology platform analyzes the travel parameters, determines which websites and other travel databases have relevant travel information and then queries those multiple sources in parallel. Many of those sources operate with differing protocols, and therefore return results in slightly different ways and in differing time frames. Our platform gathers, prioritizes and standardizes this travel data. Our proprietary software then detects and eliminates inaccurate prices or results in this data, and our ranking software then determines which results are likely to be the most relevant and useful. Our technology platform completes these processes and returns a comprehensive and relevant set of results within moments of receiving the travel query.

Website Design and Hosting

Reliability, speed and integrity are important to us. We have designed our websites and mobile applications using a combination of our own proprietary software and a variety of open source or other public domain technologies. Where appropriate, we have chosen to use public domain technologies to develop and maintain our websites and mobile applications because we believe they are widely used and well proven by the engineering community and end-users, and, therefore, offer us a reliable and efficient development environment and infrastructure. Such technologies also enable us to provide our users with a stable web or mobile experience and are often free. Our limited and selective use of commercially available software means that as the number of people that visit our websites and download our mobile applications continues to grow, we do not incur significant additional software costs or software licensing fees.

Our websites are hosted on hardware and software located at third-party facilities in ~~Medford and~~ Somerville, Massachusetts, ~~and~~ Freiburg, Germany. and Zurich, Switzerland. We also use content delivery networks and third-party domain name system, or DNS, services to optimize routing and increase the speed of our website pages. We are committed to ensuring that our websites are highly available. Our use of multiple secured hosting facilities provides us with power redundancy and expandable and redundant bandwidth, and we believe these facilities are well suited to fit our current and planned business needs.

Mobile Applications and Platforms

We offer mobile applications for the iPhone, iPad, Android, Windows Phone 7 and 8 and other platforms. These applications combine the speed and comprehensiveness found in our website experience with the convenience and portability offered by today’s smartphones and tablets. To enhance the mobile experience, we have also implemented ~~mobile-specific functionality in these applications, such as trip itinerary management, visual flight status, airport guides and location-based features.~~

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mobile-specific functionality in these applications, such as trip itinerary management, visual flight status, airport guides and location-based features.

As some smartphone users prefer to use the web browser on their phones rather than download a separate application, we also offer a mobile-optimized website. These users are automatically redirected to m.KAYAK.com, where we provide an “application-like” experience, including a streamlined interface, touch screen functionality and assisted input based on the person’s location.

Focus on Innovation

We strive to continually improve the user-experience on our websites and mobile applications. For example, we routinely work to improve our software and algorithms to further reduce the time required to return query results. We review the feature sets and design of our websites and mobile applications on a regular basis to identify areas for improvement. To aid in our review, we conduct regular formal usability testing, focus groups and comparison testing of new features. We release new code to our websites on a nearly weekly basis. Some examples of our past innovations include a user interface capable of updating page elements without reloading the entire page and “sliding bars” and other tools to filter query results based on relevant criteria, such as specific departure and arrival times for flights, and enabling people to purchase travel without leaving our website.

Our Brands – KAYAK, swoodoo, and checkfelix.com

We operate our websites and mobile applications under three brands: KAYAK, swoodoo and checkfelix.com. Each of these brands provides the same core set of free services including flight, hotel and other travel search, flight status updates, pricing alerts and itinerary management.

Our registered trademarks include: KAYAK, KAYAK.com, KAYAK Network, Search One and Done, SideStep, checkfelix.com and swoodoo. All of these trademarks, other than swoodoo and checkfelix.com, are registered in the U.S. and many of them are also registered in other jurisdictions.

Marketing

We believe that continued investment in marketing is important to attracting new users to our websites and mobile services. We balance our marketing investments between brand marketing, such as television and online display campaigns, designed to grow brand awareness and consideration and online marketing, such as search engine marketing, designed to directly attract people who are actively engaged in travel planning.

Brand Marketing

To grow brand awareness and consideration, we advertise in broad reach media including television, outdoor signage, and online display media. During the ~~third~~first quarter of ~~2012~~2013, we spent $1823.98 million on KAYAK, swoodoo and checkfelix.com brand marketing compared to $1420.69 million during the ~~third~~first quarter of ~~2011~~2012. We measure the return on investment of our brand marketing through brand tracking studies and self-directed query growth. We view the costs of our brand marketing as relatively fixed in each market once the brand reaches scale,. We are not yet at scale in Europe and as such our investment in brand marketing is increasing, however we believe that these costs will decrease as a percentage of our total revenues over time.

Online Marketing

We also market our services and directly acquire traffic to our websites by purchasing travel-related keywords from general search engines and through other online marketing channels. The purchase of travel-related keywords consists of anticipating what words and terms consumers will use to search for travel on general search engines and then bidding on those words and terms in the applicable search engine's auction system. As a result, we bid against other advertisers for preferred placement on the applicable general search engine's results page. We spent $1924.80 million on online marketing during the ~~third~~first quarter of ~~2012~~2013 compared to $1218.45 million during the ~~third~~first quarter of ~~2011~~2012.

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Highlights and Trends

Revenue Growth

Our revenue for the three months ended ~~September~~March 3031, ~~2012~~2013 was $7882.63 million, a 2812.52% increase over the three months ended ~~September~~March 3031, ~~2011. Revenue for the nine months ended September 30,~~ 2012 ~~was $228~~.9 ~~million, a 34.2% increase over the nine months ended September 30, 2011.~~ These increases in revenue were primarily due to increased travel queries on our websites and mobile applications, which increased 3118.01% ~~and~~year ~~35.3%~~over year for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012, respectively~~2013. We believe that traffic and queries on our websites and mobile applications will continue to increase as more people learn about our websites and our brand.

Brand Marketing

~~We began investing in brand advertising including television, outdoor signage, and online display media, in late 2009.~~ For the ~~nine~~three months ended ~~September 30~~March 31, ~~2012~~2013 and ~~September 30~~2012, ~~2011,~~ we spent $5923.08 million and $4520.69 million, respectively on ~~these~~brand ~~activities~~advertising, ~~respectively~~including television, online display media and other. We believe that these investments contributed significantly to our revenue growth. Increasing brand awareness and consideration is an important part of our growth strategy, and we expect to continue to invest at this level or above in brand marketing for the foreseeable future.

International Expansion

Our revenues from international operations accounted for approximately ~~20.3~~24% and ~~17.4~~19% of our total revenue for the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 and ~~September~~March 3031, ~~2011~~2012, respectively. WeDue ~~acquired~~to ~~checkfelix.com~~the ~~in April 2011. As a result of this acquisition, and~~ organic growth of the KAYAK, swoodoo, and ~~swoodoo~~checkfelix brand, our international revenues grew to approximately $4619.5 million during the first ~~nine~~three months of ~~2012~~2013 from approximately $2914.72 million during the first ~~nine~~three months of ~~2011~~2012. We believe that ~~this strategic acquisition, along with~~ the establishment of our European headquarters in Zurich, Switzerland, and our investment in brand marketing have strengthened our presence ~~and team~~ in Europe, and we plan to continue to invest in our international team and brands. We expect our revenues from international operations to increase at a rate faster than revenues from our U.S. operations.

Mobile Products

We offer several mobile applications that allow people to use our services from smartphones such as the iPhone, Windows Phone 7 and 8 and phones running on the Android operating system and tablet devices such as the iPad. These applications extend the availability of our services beyond traditional computers and allow users greater access to KAYAK’s services. Queries conducted on our mobile applications accounted for 1620.71% and 1114.69% of our total queries for the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012, respectively; however, we estimate that revenues from mobile applications were 35.45% and 12.73%, of total revenues during the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012, respectively. While revenues per thousand queries on mobile devices increased from $3738 to $5263 during this time frame, mobile query monetization significantly lags that of ~~the~~our websites. We believe mobile applications will continue to gain popularity, and we expect to continue to commit resources to improve the features, functionality and commercialization of our mobile applications. We also believe that over time mobile applications will begin to contribute meaningful revenue to our business.

Cash and Debt

We had cash and cash equivalents and marketable securities of $~~178~~181.43 million and $46183.32 million as of ~~September~~March 3031, ~~2012~~2013 and December 31, ~~2011~~2012, respectively, and no outstanding long- or short-term debt. Given the recent financial turmoil and low interest rates, we hold most of our funds as cash and cash equivalents or marketable securities, and the rest is invested in highly rated money market funds and commercial paper.

Results of Operations

Our results of operations as a percentage of revenue and period-over-period variances are discussed below. All dollars and query amounts are presented in thousands, except RPM's.

Operating Metrics

Our operating results are affected by certain key metrics. These metrics help us to predict financial results and evaluate our business. These metrics consist of queries and revenue per thousand queries.

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Table of Contents

Queries and Revenue per Thousand Queries

Queries refer to requests for travel information we process through our websites and mobile applications. We count a separate query each time a person requests travel information through one of our websites or mobile applications. Therefore, a user visit to one of our websites may result in no queries being counted, or in multiple queries being counted, depending on the activity of the traveler during that visit. On average, a traveler performs approximately 1.1 queries per visit to our websites.

We use revenue per thousand queries, or RPM, to measure how effectively we convert user queries to revenues. RPM is calculated as total revenues divided by total thousand queries.

We use query metrics to understand the performance of our marketing activities, while we use RPM to analyze the performance of our services and partnerships.

WeIn ~~recently~~2012, we revised our methodology for counting mobile queries to remove repetitive searches conducted during the same user session. By removing repetitive searches, our methodology is now consistent for both website queries and mobile. As a result, the number of previously reported mobile queries is lower, and the corresponding RPM is higher for mobile. The tables shown in the sections below presents the revised estimates for historical mobile queries and RPMs based on our revised methodology.

Revenues

	Three Months ended September 30,				% increase(decrease)
	Three Months ended March 31,				% increase(decrease)
	(Amounts in thousands (except RPM))
	2012		2011
	2013		2012
Revenues	$	7882,~~604~~307	$	6173,~~160~~338	2812.52	%
Queries	~~302~~357,~~374~~815		~~230~~302,~~828~~984		3118.01	%
RPM	$	~~260~~230	$	~~265~~242	(15.90	)%

Revenues for the three months ended ~~September 30~~March 31, ~~2012~~2013 increased $179.40 million over the same period in ~~2011~~2012 primarily due to aan 3118.01% increase in query volume. We attribute the increase in query volume to a variety of factors, including our investment in marketing activities and an increase in downloads of our mobile applications.

	Three Months ended September 30,				% increase(decrease)
	Three Months ended March 31,				% increase(decrease)
	(Amounts in thousands (except RPM))
	2012		2011
	2013		2012
Estimated Mobile Queries	5671,~~234~~869		3045,~~145~~030		8659.56	%
Estimated Mobile RPM	$	6263	$	38	6365.28	%
Estimated Website Queries	~~246~~285,~~140~~946		~~200~~257,~~683~~954		2210.79	%
Estimated Website RPM	$	~~305~~272	$	~~299~~278	(2.02	)%

Mobile and website RPM figures are estimated based on data provided by those travel partners that differentiate between mobile and website travel bookings.

Mobile queries for the three months ended ~~September 30~~March 31, ~~2012~~2013 increased by 8659.56% over the same period in ~~2011~~2012 primarily due to an increase of approximately ~~10.0~~11 million downloads of our mobile applications between ~~September~~March 3031, ~~2011~~2012 and ~~September~~March 3031, ~~2012~~2013, bringing downloads as of ~~September~~March 3031, ~~2012~~2013 to approximately 2025 million. Mobile RPM for the three months ended ~~September~~March 3031, ~~2012~~2013 increased by $2425 over the same period in ~~2011~~2012 due to a higher percentage of completed transactions, especially on hotels, and the addition of new advertising products on our mobile application.

Website queries for the three months ended ~~September 30~~March 31, ~~2012~~2013 increased by 2210.79% over the same period in ~~2011~~2012 due primarily to our investment in marketing activities. Website RPM for the three months ended ~~September~~March 3031, ~~2012~~2013 ~~increased~~decreased by $6 over the same period in ~~2011~~2012 ~~due~~ primarily due to ~~increased~~a ~~RPM~~decrease in ~~our international business, improvement in our~~ advertising ~~rates, and increased adoption of KAYAK~~RPM's ~~booking path~~.

3227

	Nine Months ended September 30,				% increase(decrease)
	(Amounts in thousands (except RPM))
	2012		2011
Revenues	$	228,880	$	170,587	34.2	%
Queries	901,403		666,136		35.3	%
RPM	$	254	$	256	(0.8	)%

Table of Contents

Revenues for the nine months ended September 30, 2012 increased $58.3 million over the same period in 2011 primarily due to a 35.3% increase in query volume. We attribute the increase in query volume to a variety of factors including our investment in marketing activities, our partnership with Bing Travel which began in March 2011 and the acquisition of checkfelix.com in April 2011.

	Nine Months ended September 30,				% increase(decrease)
	(Amounts in thousands (except RPM))
	2012		2011
Estimated Mobile Queries	150,373		77,185		94.8	%
Estimated Mobile RPM	$	52	$	37	40.5	%
Estimated Website Queries	751,030		588,952		27.5	%
Estimated Website RPM	$	294	$	285	3.2	%

Mobile and website RPM figures are estimated based on data provided by those travel partners that differentiate between mobile and website travel bookings.

Mobile queries for the nine months ended September 30, 2012 increased by 94.8% over the same period in 2011 primarily due to an increase of approximately 10.0 million downloads of our mobile applications between September 30, 2011 and September 30, 2012 bringing downloads as of September 30, 2012 to approximately 20 million. Mobile RPM for the nine months ended September 30, 2012 increased by $15 over the same period in 2011 due to a higher percentage of completed transactions, especially on hotels, and the addition of new advertising products on our mobile application.

Website queries for the nine months ended September 30, 2012 increased by 27.5% over the same period in 2011 and is attributed primarily to our investment in marketing activities and our partnership with Bing Travel, which began in March 2011. Website RPM for the nine months ended September 30, 2012 increased by $9 over the same period in 2011 due primarily to increased RPM in our international business, improvement in our advertising rates, and increased adoption of KAYAK's booking path.

Cost of revenues (excludes depreciation and amortization)

Cost of revenues consists of fees we pay to third parties to process airfare queries and expenses associated with operating and maintaining our data centers.

	Three Months ended September 30,						% increase(decrease)
	Three Months ended March 31,						% increase(decrease)
	(Dollar amounts in thousands)
	2012			2011
	2013			2012
Cost of revenues	$	45,~~908~~491		$	45,~~151~~185		185.29	%
% of total revenues	6.27		%	67.81		%

Our cost of revenues increased $0.83 million for the three months ended ~~September~~March 3031, ~~2012~~2013 compared to the same period in ~~2011~~2012 due to higher air query fees ~~partially offset by a decrease in data center costs~~. Air query fees increased $1.0 million in the three months ended September 30, 2012 compared to the same period in 2011 due to increased query volume. Data center costs decreased $0.3 million in the three months ended September 30, 2012 compared to the same period in 2011 due to improved server efficiency.

	Nine Months ended September 30,						% increase(decrease)
	(Dollar amounts in thousands)
	2012			2011
Cost of revenues	$	14,900		$	13,780		8.1	%
% of total revenues	6.5		%	8.1		%

Our cost of revenues increased $1.1 million for the nine months ended September 30, of 2012 compared to the same period in 2011 due to higher air query fees partially offset by a decrease in data center costs. Air query fees increased $1.9 million in the nine months ended September 30, 2012 compared to the same period in 2011 due to increased query volume. Data center costs decreased $1.1 million in the nine months ended September 30, 2012 compared to the same period in 2011 due to improved server efficiency.

Selling, general and administrative expenses (excludes depreciation and amortization)

Selling, general and administrative expenses consist of marketing, technology, personnel and other costs, which are more fully described below.

Marketing

Marketing consists of online marketing, brand marketing and other marketing expenses. Online marketing includes search engine fees and advertising placements on other travel search services. Search engine fees are fees we pay to Google and Yahoo! for our advertisements to appear on their result pages when users search certain travel-related keywords on the search engine's website. We pay advertisement fees to advertise on other travel-related websites. These advertisements generally consist of the placement of a KAYAK logo or a check-box next to the KAYAK name and often allow users who click on our advertisements to launch a query on KAYAK using previously entered search parameters. Brand marketing expense includes television, ~~outdoor,~~ and online display advertisement, creative development and research costs. Other marketing includes affiliate marketing, public relations, and other general marketing costs. Affiliate marketing refers to revenue sharing fees we pay to other travel-related websites that drive traffic to KAYAK through use of their own marketing resources. Under our affiliate marketing program, we provide our services through third party websites and pay them a percentage of any revenues received from these services.

	Three Months ended September 30,
	Three Months ended March 31,
	(Dollar amounts in thousands)						% increase(decrease)
	2012			2011
	2013			2012
Brand marketing	$	1823,~~917~~817		$	1420,~~586~~898		2914.70	%
% of total revenues	2428.19		%	2328.85		%
Online marketing fees	$	1924,~~790~~004		$	1218,~~409~~520		5929.56	%
% of total revenues	2529.2		%	2025.3		%
Other marketing	$	~~1,335~~902		$	1,~~940~~831		(3150.27	)%
% of total revenues	1.71		%	3.2.5		%
Total marketing expense	$	4048,~~042~~723		$	2841,~~935~~249		3818.41	%
% of total revenues	5059.92		%	4756.32		%

Marketing expenses for the three months ended ~~September~~March 3031, ~~2012~~2013 increased $117.15 million compared to the same period in ~~2011~~2012. The increase is primarily due to a $75.45 million increase in online marketing of which $3.82 million relates to online marketing in Europe. Additionally, there was a $42.39 million increase in brand marketing ~~which relates primarily to a $2.5 million incremental increase~~ in Europe ~~brand marketing expense~~. We believe these marketing investments were the primary contributor to our 3118.01% increase in query growth in the three months ended ~~September~~March 3031, ~~2012~~2013 as compared to the same period in ~~2011~~2012.

3428

	Nine Months ended September 30,
	(Dollar amounts in thousands)						% increase(decrease)
	2012			2011
Brand marketing	$	58,962		$	45,610		29.3	%
% of total revenues	25.8		%	26.7		%
Online marketing fees	$	57,040		$	35,955		58.6	%
% of total revenues	24.9		%	21.1		%
Other marketing	$	4,698		$	5,852		(19.7	)%
% of total revenues	2.1		%	3.4		%
Total marketing expense	$	120,700		$	87,417		38.1	%
% of total revenues	52.7		%	51.2		%

Table of Contents

Marketing expenses for the nine months ended September 30, 2012 increased $33.3 million compared to the same period in 2011. The increase is primarily due to a $21.1 million increase in online marketing of which $8.5 million relates to Europe online marketing. Additionally, there was a $13.4 million increase in brand marketing which relates primarily to a $8.9 million incremental increase in Europe brand marketing expense. We believe these marketing investments were the primary contributor to our 35.3% increase in query growth in the nine months ended September 30, 2012 as compared to the same period in 2011.

Personnel

Personnel costs consist of wages and benefits paid to our employees, stock-based compensation charges and payroll taxes. Stock-based compensation is a significant portion of our wage and benefit structure which is impacted by many factors including, but not limited to, the strike price, volatility and expected life of the options. Please see the notes to our consolidated financial statements included elsewhere in this quarterly report on Form 10-Q for more information on our stock options.

	Three Months ended September 30,						% increase
	Three Months ended March 31,						% increase
	(Dollar amounts in thousands)
	2012			2011			(decrease)
	2013			2012			(decrease)
Salaries, benefits and taxes	$	810,~~943~~571		$	78,~~165~~915		2418.86	%
% of total revenues	1112.48		%	1112.72		%
Stock-based compensation	$	34,~~450~~541		$	32,~~121~~998		1051.5	%
% of total revenues	45.45		%	54.1		%
Total personnel	$	1215,~~393~~112		$	1011,~~286~~913		2026.59	%
% of total revenues	1518.84		%	16.82		%

Our salaries, benefits and taxes increased for the three months ended ~~September~~March 3031, ~~2012~~2013 from the same period in ~~2011~~2012. This increase is primarily due to a net increase of 4340 employees, or 2824.72%, as of ~~September 30~~March 31, ~~2012~~2013 compared to ~~2011~~2012. Stock-based compensation expense increased in the three months ended ~~September 30~~March 31, ~~2012~~2013 compared to the same period in ~~2011~~2012 due to an increase in the number of options granted as well as the increase in the Company's stock price.

	Nine Months ended September 30,						% increase
	(Dollar amounts in thousands)
	2012			2011			(decrease)
Salaries, benefits and taxes	$	26,495		$	20,813		27.3	%
% of total revenues	11.6		%	12.2		%
Stock-based compensation	$	9,117		$	9,312		(2.1	)%
% of total revenues	4.0		%	5.5		%
Total personnel	$	35,612		$	30,125		18.2	%
% of total revenues	15.6		%	17.7		%

Our salaries, benefits and taxes increased for the nine months ended September 30, 2012 from the same period in 2011. This increase is primarily due to a net increase of 43 employees, or 28.7%, as of September 30, 2012 compared to 2011.

Stock compensation expense decreased in the nine months ended September 30, 2012 compared to the same period in 2011 due to options granted in prior years becoming fully vested substantially offsetting the expense related to the new grants made in the first nine months of 2012.

Other general and administrative expenses

All other operating costs are classified as other general and administrative expenses. The largest items in this category of expenses are technology costs, legal and accounting fees, provision for doubtful accounts, and facilities expenses.

	Three Months endedSeptember 30,						% increase
	Three Months ended March 31,						% increase
	(Dollar amountsin thousands)
	2012			2011			(decrease)
	2013			2012			(decrease)
Other general and administrative expenses	$	45,~~256~~154		$	34,~~196~~832		336.27	%
% of total revenues	56.43		%	56.26		%

Other general and administrative expenses increased $10.13 million for the three months ended ~~September~~March 3031, ~~2012~~2013, compared to the same period in ~~2011~~2012, primarily due to ~~stock~~an ~~based~~increase ~~compensation~~in ~~expense~~technology ~~for~~costs ~~restricted~~of ~~stock~~$0.5 ~~units~~million, ~~granted~~stock-based tocompensation ~~certain~~expense ~~members~~for ofoptions ~~our~~granted ~~board~~to ofcontractors ~~directors~~ of $0.73 million, ~~accounting~~ and ~~legal~~an ~~fees~~increase in rent expense of $0.3 million, ~~expense~~related ~~taken~~to onour ~~options~~new ~~granted~~premises toin ~~contractors~~Stamford ofConnecticut, ~~$0.4~~and ~~million~~Zurich, ~~technology costs of $0.3 million~~Switzerland, partially offset by a decrease in the provision for doubtful accounts of $0.78 million.

	Nine Months endedSeptember 30,						% increase
	(Dollar amountsin thousands)
	2012			2011			(decrease)
Other general and administrative expenses	$	12,703		$	11,577		9.7	%
% of total revenues	5.6		%	6.8		%

~~Other~~Table general and administrative expenses increased $1.1 million for the nine months ended September 30, 2012, compared to the same period in 2011 primarily due to stock based compensation expense for restricted stock units granted to certain members of our board of directors of $0.8 million, technology costs of $0.8 million, expense taken on options granted to contractors of $0.6 million, travel expenses of $0.7 million, partially offset by a decrease in the provision for doubtful accounts of $1.7 million.Contents

Depreciation and amortization

Depreciation and amortization consists primarily of depreciation of computer equipment, software and website development and amortization of our trade names, customer relationships and other intangible assets.

	Three Months ended September 30,						% increase(decrease)
	Three Months ended March 31,						% increase(decrease)
	(Dollar amounts in thousands)
	2012			2011
	2013			2012
Amortization	$	~~1,388~~655		$	1,~~472~~415		(553.7	)%
% of total revenues	10.8		%	21.49		%
Depreciation	$	~~690~~937		$	~~463~~635		4947.06	%
% of total revenues	01.91		%	0.89		%
Total depreciation and amortization	$	21,~~078~~592		$	12,~~935~~050		7(22.43	)%
% of total revenues	21.69		%	3.2.8		%

Amortization 36expense decreased by $0.8 million due to certain assets being fully amortized at March 31, 2013. Depreciation expense increased by $0.3 million during this period, primarily due to additions within computer equipment and leasehold improvements.

~~Depreciation~~Income ~~and~~tax amortization increased $0.1 million during the three months ended September 30, 2012, compared to the same period in 2011. Amortization decreased by $0.1 million, which is primarily due to a $0.4 million decrease in tradename amortization related to the discontinuation of our SideStep brand, partially offset by a $0.4 million increase in technology amortization due to the acceleration of amortization of swoodoo's technology. Depreciation increased by $0.2 million, primarily due to additions within computer equipment, website development, and leasehold improvements.expense

	Nine Months ended September 30,						% increase(decrease)
	(Dollar amounts in thousands)
	2012			2011
Amortization	$	4,203		$	5,006		(16.0	)%
% of total revenues	1.8		%	2.9		%
Depreciation	$	1,975		$	1,331		48.4	%
% of total revenues	0.9		%	0.8		%
Total depreciation and amortization	$	6,178		$	6,337		(2.5	)%
% of total revenues	2.7		%	3.7		%

Our effective tax rate was 64.9% and 47.8% for the three months ended March 31, 2013 and 2012, respectively. The effective tax rate for the three months ended March 31, 2013 was higher than the statutory rate due to losses in Europe for which no benefit was recognized. The effective tax rate for the three months ended March 31, 2012, was higher than the statutory rate primarily due to state taxes, losses in Europe for which no benefit was recognized and disallowed stock compensation expense for incentive stock options.

~~Depreciation~~The ~~and~~projected ~~amortization~~effective ~~decreased~~tax ~~$0.2~~rate ~~million~~for ~~during~~2013 ~~the~~is ~~nine~~higher ~~months~~than ~~ended~~the ~~September 30,~~statutory ~~2012~~rate ~~compared~~due to ~~the~~state ~~same~~taxes ~~period~~and losses in ~~2011. Amortization~~Europe ~~decreased~~for bywhich ~~$0.8~~no ~~million~~benefit was recognized, ~~which~~partially isoffset ~~primarily~~by ~~due~~federal toand astate $2research credits.1 In ~~million~~2012, ~~decrease~~the infull ~~tradename~~year ~~amortization~~effective ~~related~~tax torate ~~the~~of ~~discontinuation~~50.9% ofwas ~~our~~higher ~~SideStep~~than ~~brand,~~the ~~partially~~statutory ~~offset~~rate byprimarily adue ~~$1.2~~to ~~million~~state ~~increase~~taxes, losses in ~~technology~~Europe ~~amortization~~for ~~due~~which tono ~~the~~benefit ~~acceleration~~was ofrecorded, nondeductible ~~amortization~~transaction ofcosts, ~~swoodoo's~~the ~~technology. Depreciation~~disallowance ~~increased~~of bystock-based ~~$0.6~~compensation ~~million,~~expense ~~primarily~~related ~~due~~ to ~~additions~~incentive ~~within~~stock ~~computer equipment~~options, ~~website~~offset ~~development,~~by federal and ~~leasehold~~state ~~improvements~~research tax credits.

~~Impairment~~ ~~of intangible assets~~30

InTable ~~January~~of 2011, we determined that we would no longer support two brand names and URLs in the United States and decided to migrate all traffic from SideStep to KAYAK.com, resulting in a $15.0 million impairment charge for the nine months ended September 30, 2011.Contents

Other income (expense)

For the three and nine months ended September 30, 2012, we recorded a loss of $0.8 million and $1.5 million as compared to a loss of $0.4 million and a gain of $0.5 million for the same period in 2011. The decrease for the three months ended is primarily due to an increase in the mark to market expense related to warrants. The decrease for the nine months ended is primarily related to the end of our obligation to buy back shares of common stock issued as part of the swoodoo acquisition

Income tax expense (benefit)

Our effective tax rate was 43.8% and 43.0% for the three months ended September 30, 2012 and 2011, respectively. For the three months ended September 30, 2012, the effective rate was higher than the statutory rate primarily due to state taxes, losses in Europe for which no benefit was recognized and disallowed stock compensation expense for incentive stock options, offset by federal and state research credits. For the three months ended September 30, 2011, the effective tax rate was higher than the statutory rate primarily due to state taxes and disallowed stock compensation expense for incentive stock options.

The projected effective tax rate for 2012 is higher than the statutory rate due to state taxes, losses in Europe for which no benefit was recognized and the disallowance of a portion of stock compensation expense related to incentive stock options offset by federal and state research credits. In 2011, the full year effective tax rate of 40.8% was higher than the statutory rate primarily due to state taxes and the disallowance of stock compensation expense related to incentive stock options.

Quarterly Financial Data/Seasonality

The following table presents unaudited consolidated financial data for the trailing eight quarters ended ~~September~~March 3031, ~~2012~~2013. The operating results are not necessarily indicative of the results for any subsequent quarter.

	2010Quarter ended			2011Quarters ended												2012Quarters ended
	2013Quarter ended			2012Quarters ended												2011Quarters ended
	Dec 31			Mar 31			June 30			Sept 30			Dec 31			Mar 31			June 30			Sept 30
	Mar 31			Dec 31			Sept 30			June 30			Mar 31			Dec 31			Sept 30			June 30
Revenues	$	4282,~~418~~307		$	5263,~~674~~843		$	5678,~~753~~604		$	6176,~~160~~938		$	5373,~~947~~338		$	7353,~~338~~947		$	7661,~~938~~160		$	7856,~~604~~753
Cost of revenues (excludes depreciation and amortization)	45,~~000~~491			4,~~945~~841			4,~~684~~908			4,~~151~~807			45,~~818~~185			54,~~185~~818			4,~~807~~151			4,~~908~~684
Selling, general, and administrative
Marketing	2248,~~582~~723			2832,~~457~~627			3040,~~025~~042			2839,~~935~~409			2341,~~601~~249			4123,~~249~~601			3928,~~409~~935			4030,~~042~~025
Personnel	815,~~777~~112			1013,~~039~~821			912,~~800~~393			1011,~~286~~306			1011,~~660~~913			1110,~~913~~660			1110,~~306~~286			129,~~393~~800
Other general and administrative expenses	35,~~436~~154			49,~~217~~415			4,~~164~~256			3,~~196~~615			4,~~823~~832			4,~~832~~823			3,~~615~~196			4,~~256~~164
Total selling, general and administrative expenses (excludes depreciation and amortization)	3468,~~795~~989			4255,~~713~~863			4356,~~989~~691			4254,~~417~~330			3957,~~084~~994			5739,~~994~~084			5442,~~330~~417			5643,~~691~~989
Depreciation and amortization	1,~~898~~592			2,~~061~~095			2,~~341~~078			12,~~935~~050			2,~~149~~050			2,~~050~~149			21,~~050~~935			2,~~078~~341
Impairment of intangible assets	—			14,980			—			—			—			—			—
Income (loss) from operations	$	6,235		$	1,044		$	14,927		$	15,751		$	8,109		$	7,896		$	12,657		$	5,739
Income (loss) from operations	$	1,725		$	(12,025	)	$	5,739		$	12,657		$	7,896		$	8,109		$	15,751		$	14,927
Other income (expense)	(182		)	16			(765		)	(566		)	(175		)	1,581			(426		)	330
Income tax (expense) benefit	(3,926		)	(1,637		)	(6,208		)	(7,897		)	(3,789		)	(3,604		)	(5,263		)	(2,293		)
Net income	2,127			(577		)	7,954			7,288			4,145			5,873			6,968			3,776
Net (loss) income attributed to common stockholders	2,127			(577		)	7,182			1,423			1,209			2,937			4,031			840
Net loss income per common share (after redeemable convertible preferred stock dividends):
Basic	$	0.05		$	(0.01	)	$	0.24		$	0.20		$	0.17		$	0.42		$	0.55		$	0.11
Diluted	$	0.05		$	(0.01	)	$	0.19		$	0.19		$	0.11		$	0.15		$	0.18		$	0.10

Seasonal and other factors cause our profitability to fluctuate from quarter to quarter. Typically, our highest revenue quarters are the second and third quarters due to the fact that high travel seasons fall in these quarters. Additionally, our brand marketing expense fluctuates by quarter, causing our operating income to increase or decrease in any given quarter depending on the level of investment.

In January 2011, we determined that we would not support two brand names and URLs in the United States and decided that we would migrate all traffic from sidestep.com to KAYAK.com. As a result, our SideStep brand name and URL intangible assets were impaired and we incurred a related impairment charge of $15.0 million in the first three months of 2011.

Liquidity and Capital Resources

We have primarily funded our operations through the issuance of equity securities and cash flows from operations. Early in our history, we relied on cash provided from the sale of shares of our redeemable convertible preferred stock to fund our operations and raised $29.8 million prior to 2007. In 2007, we raised another $165.7 million through the sale of preferred stock and entered into $30.0 million of term loans to fund our acquisition of SideStep.

We began to generate cash flows from operations in late 2007 and have not required any additional financing to fund our operations. We use our cash to fund operations, make capital expenditures and acquire complementary businesses from time to time.

As of September 30, 2012, we had cash and cash equivalents and marketable securities of $178.4 million. Included in this amount is $0.5 million of cash held by foreign subsidiaries that is not available to fund domestic operations and obligations without paying taxes upon its repatriation. We also have not recorded U.S. income and foreign withholding taxes on the earnings of our foreign subsidiaries at September 30, 2012, because we intend to permanently reinvest those earnings.

On July 25, 2012, we completed our IPO which generated $94.2 million after deducting underwriting discounts and commissions and other issuance costs incurred for the sale of our common stock. In addition, in connection with our IPO, certain eligible stockholders elected to purchase shares of our Class A common stock for $6.0 million. We believe that cash from operations and our IPO, together with our cash and short-term investment balance are sufficient to meet our ongoing capital expenditures, working capital requirements and other capital needs for at least the next twelve months.

As of March 31, 2013, we had cash and cash equivalents and marketable securities of $183.3 million. Included in this amount is $0.5 million of cash held by foreign subsidiaries that is not available to fund domestic operations and obligations

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without paying taxes upon its repatriation. We also have not recorded U.S. income and foreign withholding taxes on the earnings of our foreign subsidiaries at March 31, 2013, because we intend to permanently reinvest those earnings.

Our liquidity could be negatively affected by a decrease in demand for our products and services. In addition, we may make acquisitions complementary to our business and may need to raise additional capital through future debt or equity financing to provide for greater flexibility to fund any such acquisitions. Additional financing may not be available at all or on terms favorable to us.

The following table presents cash flow information for the stated periods and includes the net cash received from our IPO, which was completed on July 25, 2012:

	Nine MonthsEnded September 30(unaudited)
	Three MonthsEnded March 31, 2013(unaudited)
	2012			2011
	2013			2012
Cash flows from operating activities	$	31(8,~~680~~509	)	$	27(2,~~015~~494	)
Cash flows from investing activities	~~837~~3,808			~~(35~~2,~~414~~122		)
Cash flows from financing activities	~~102~~3,~~775~~088			~~891~~139

Cash flows from operating activities

Cash flows ~~from~~used in operating activities were $318.75 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 as compared to cash flows ~~from~~used in operating activities of $272.05 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012. Net income was $192.41 million and $34.81 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012, respectively. ~~Non~~Cash flows from non-cash ~~charges~~adjustments ~~decreased~~were by $54.1 6 million infor the first ~~nine~~three months of ~~2012~~2013 as compared to ~~the~~cash ~~first~~flows ~~nine~~from ~~months~~non-cash ofadjustments ~~2011 due to an impairment~~ of $154.01 million ~~partially~~for ~~offset~~the byfirst ~~$7.7~~three ~~million~~months inof ~~deferred taxes~~2012. Cash used for working capital was $115.92 million for the first ~~nine~~three months of ~~2012~~2013 as compared to cash used for working capital of $310.98 million in the first ~~nine~~three months of ~~2011~~2012. The decrease in working capital is due to the timing of receipts from customers and payment to vendors.

Cash flows from investing activities

Cash from investing activities was $03.8 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 compared to cash ~~used~~from in investing activities of $352.41 million for the same period in ~~2011~~2012. The ~~decrease~~increase in cash ~~used~~from in investing activities is primarily due to the net ~~decrease~~increase in the purchase and maturities of marketable securities of $~~13.~~2 ~~million from 2012 to 2011~~. ~~The~~0 ~~first nine months of 2011 also included $9.2~~ million ~~in cash used~~ for the ~~purchase~~three ofmonths ~~JaBo~~ended ~~Software~~March a31, ~~leading~~2013 ~~Austrian~~as ~~travel~~compared ~~search company and $13.2 million used~~ to ~~repurchase~~the ~~shares~~same ~~related~~period ~~to our acquisition of swoodoo~~ in ~~2010~~2012.

Cash flows from financing activities

Cash from financing activities was $~~102~~3.81 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 compared to cash from financing activities of $0.91 ~~million~~ for the same period in ~~2011~~2012. ~~The~~Proceeds ~~increase~~and istax ~~primarily~~benefits ~~related~~from the exercise of stock options increased to $1.5 million for the ~~proceeds~~three months ended March 31, ~~net~~2013 ofas ~~offering~~compared ~~expenses~~to $0.2 million for the same period in 2012. The three months ended March 31, ~~from~~2013 ~~our~~included ~~IPO~~proceeds of $941.25 million from the repayment of shareholder loans as compared to none for the same period in 2012.

Off-Balance Sheet Obligations

We had no off-balance sheet obligations as of ~~September~~March 3031, ~~2012~~2013 or December 31, ~~2011~~2012.

Contractual Obligations

There were no material changes in our commitments under contractual obligations, as disclosed in our ~~prospectus~~Annual ~~filed~~Report ~~with~~on ~~the~~Form ~~SEC~~10-K ~~pursuant~~for tothe ~~Rule~~year ~~424(b)~~ended ~~on July 20~~December 31, 2012.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the U.S. To do so we make estimates and assumptions that affect our reported amounts of assets, liabilities, revenues and expenses, as well as related disclosure of contingent assets and liabilities. In some cases, we could reasonably have used different accounting policies and estimates. In addition, changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ materially from our estimates. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations will be affected. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We describe our significant accounting policies in Note 2 of our consolidated financial statements found elsewhere in this quarterly report on Form 10-Q. We believe the following critical accounting estimates are the most significant areas of judgments and estimates used to prepare our financial statements.

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Accordingly, actual results could differ materially from our estimates. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations will be affected. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We describe our significant accounting policies in Note 2 of our consolidated financial statements found elsewhere in this quarterly report on Form 10-Q. We believe the following critical accounting estimates are the most significant areas of judgments and estimates used to prepare our financial statements.

Revenue Recognition

Distribution Revenues

We earn distribution revenues by sending qualified leads to travel suppliers and OTAs and by facilitating bookings directly through our websites and mobile applications. After a traveler has entered a query on our website or mobile applications, reviewed the results, and decided upon a specific itinerary, we send the user directly into the travel supplier's or OTA's purchase process to complete the transaction. In many cases, users may now complete bookings with the travel supplier or OTA without leaving our websites and mobile applications. Travel suppliers and OTAs have the flexibility to pay us either when these qualified leads click on a query result at a set CPC basis, or when they purchase a travel product through us or on the travel supplier or OTA website as a CPA basis. We separately negotiate and enter into our distribution agreements, and these agreements set forth the payment terms for the applicable travel supplier or OTA.

Advertising Revenues

Advertising revenues primarily come from payments for compare units, text-based sponsored links and display advertisements. A “compare unit” is an advertising placement that, if selected by a KAYAK user, launches the advertiser’s website and initiates a query based on the same travel parameters provided on the KAYAK website. The major types of advertisers on our websites consist of OTAs, third party sponsored link providers, hotels, airlines and vacation package providers. Generally, our advertisers pay us on a CPC basis, which means advertisers pay us only when someone clicks on one of their advertisements, or on a ~~cost~~CPM ~~per thousand impression~~ basis~~, or CPM~~. Paying on a CPM basis means that advertisers pay us based on the number of times their advertisements appear on our websites.

Stock-Based Compensation

Our stock-based compensation expense is estimated at the grant date based on an award’s fair value as calculated by the Black-Scholes option-pricing model and is recognized as expense over the requisite service period. The Black-Scholes model requires various highly judgmental assumptions including expected volatility and option life. If any of the assumptions used in the Black-Scholes model changes significantly, stock-based compensation expense may differ materially in the future from that recorded in the current period. In addition, we are required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. We estimate the forfeiture rate based on historical experience. To the extent our actual forfeiture rate is different from our estimate, stock-based compensation expense is adjusted accordingly.

We account for stock options issued to non-employees in accordance with the guidance for equity-based payments to non-employees. Stock option awards to non-employees are accounted for at fair value using the Black-Scholes option-pricing model. Our management believes that the fair value of stock options is more reliably measured than the fair value of the services received. The fair value of the unvested portion of the options granted to non-employees is re-measured each period. The resulting increase in value, if any, is recognized as expense during the period the related services are rendered. The fair value of each non-employee stock-based compensation award is re-measured each period until a commitment date is reached, which is generally the vesting date.

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Income Taxes

We are subject to income taxes in the U.S. and some foreign jurisdictions. We use estimates and exercise significant judgment to calculate ~~our~~ deferred taxes, tax from uncertain tax positions, and the overall income tax provision/(benefit). As a result, ultimate settlement of our tax positions may differ from the amounts accrued and may result in an increase or decrease to income tax expense in ~~our~~the results of operations in the future.

Realization of the future tax benefits depends on many factors, including our ability to continue to generate taxable income of the type necessary to support the utilization of tax attributes within the applicable carryforward period. ~~In 2012, we recorded a valuation allowance against operating losses and deferred tax assets in Europe in the amount of $0.9 million.~~

We determine our provision for income taxes for interim periods using an estimate of our annual effective rate. We record any changes to the estimated annual rate in the interim period in which the change occurs, including any items discrete to the quarter. Our effective tax rate was 43.8% and 43.0% for the three months ended September 30, 2012 and 2011, respectively. For the three months ended September 30, 2012, the rate was higher than the statutory rate primarily due to state taxes, losses in Europe for which no benefit was recognized and disallowed stock compensation expense for incentive stock options, and, offset by federal and state research credits. For the three months ended September 30, 2011, the effective tax rate was higher than the statutory rate primarily due to state taxes and disallowed stock compensation expense for incentive stock options.

Acquisitions

We account for acquisitions using the purchase method of accounting. In each case, we allocated the purchase price to the assets acquired, including intangible assets and liabilities assumed, based on estimated fair values at the date of the acquisition.

Recoverability of Intangible Assets, Including Goodwill

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, we compare the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicates that there is impairment, the amount of the impairment is calculated as the difference between the carrying value and fair value. Goodwill is tested for impairment at least annually and whenever events or changes in circumstances indicate that goodwill may be impaired. Goodwill represents the excess of the cost of acquired business over the fair value of the assets acquired at the date of acquisition. Based on our most recent annual analysis, we believed that the fair values of our reporting units exceeded their carrying values by a significant amount and therefore no impairment of goodwill was recorded. Our goodwill is not deductible for tax purposes.

JOBS Act

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012, or JOBS Act, was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies.

As defined in the JOBS Act, a public company whose initial public offering of common equity securities occurred after December 8, 2011 and whose annual gross revenues are less than $1.0 billion will, in general, qualify as an “emerging growth company” until the earliest of:


•	the last day of its fiscal year following the fifth anniversary of the date of its initial public offering of common equity securities;


•	the last day of its fiscal year in which it has annual gross revenue of $1.0 billion or more;


•	the date on which it has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; and

•

the date on which it is deemed to be a “large accelerated filer,” which will occur at such time as the company (a) has an aggregate worldwide market value of common equity securities held by non-affiliates of $700 million or more as of the last business day of its most recently completed second fiscal quarter, (b) has been required to file annual and quarterly reports under the Securities Exchange Act of 1934, as amended, of the Exchange Act for a period of at least 12 months, and (c) has filed at least one annual report pursuant to the Exchange Act.

Under this definition, we are an “emerging growth company” and could remain an emerging growth company until as late as December 31, 2017.

As an “emerging growth company” we have elected under the JOBS Act to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. As a result, our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies. Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

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Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board, or the PCAOB, regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks in the ordinary course of our business. These risks primarily consist of foreign exchange and interest rate risks.

Foreign Exchange Risk

We transact business in various foreign currencies and have some international revenues and costs which are denominated in foreign currencies. This exposes us to foreign currency risk. If exchange rates were to fluctuate significantly, we would see higher gains or losses from transactions in the “Other income (expense)” line of our statement of operations, and larger cumulative translation adjustments in the “~~Accumulated~~ Other ~~Comprehensive~~comprehensive ~~Income~~loss” category of our consolidated balance sheet. The volatility of exchange rate is dependent on many factors that we cannot forecast with reliable accuracy. At this time we do not, but we may in the future, enter into derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk. It is difficult to predict the impact hedging activities would have on our results of operations.

Interest Rate Risk

We invest our excess cash primarily in highly liquid debt instruments of the U.S. government and its agencies, municipalities in the U.S., debt instruments issued by foreign governments, time deposits, money market and other funds, and corporate debt securities. By policy, we limit the amount of credit exposure to any one issuer.

Investments in both fixed rate and floating rate interest earning securities carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than predicted if interest rates fall. Due in part to these factors, our income from investments may decrease in the future.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as amended, the Exchange Act, refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to a company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of ~~September~~March 3031, ~~2012~~2013, the end of the period covered by this ~~quarterly~~Quarterly ~~report~~Report on Form 10-Q. Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of such date.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three month period covered by this ~~quarterly~~Quarterly ~~report~~Report on Form 10-Q, which were identified in connection with management’s evaluation required by Rules 13a-15(d) and 15d-15(d) under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II: OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in legal proceedings arising in the ordinary course of business. While we believe that the outcome of such legal matters will not have a material adverse effect on our business, claims, suits, investigations and proceedings are inherently uncertain. It is not possible to predict the ultimate outcome of such matters and our business, financial condition, results of operations or cash flows could be affected in any particular period.

Item 1A. Risk Factors

~~Certain~~You ~~factors~~should ~~may~~carefully ~~have~~review aand ~~material~~consider ~~adverse~~the ~~effect~~information onregarding ~~our~~certain ~~business,~~factors ~~financial~~which ~~condition~~could ~~and~~materially ~~results~~affect ofour ~~operations.~~business, ~~You~~financial ~~should~~condition ~~consider~~or ~~carefully~~future ~~the~~results ~~risks~~set ~~and~~forth ~~uncertainties~~under ~~described~~Item 1A. ~~below,~~“Risk inFactors” ~~addition to other information contained~~ in ~~this~~our ~~Quarterly~~Annual Report on Form 10-Q,K ~~including~~for ~~our condensed consolidated financial statements and related notes. The risks and uncertainties described below are not~~ the ~~only~~year ~~ones~~ended weDecember ~~face. Additional risks and uncertainties that we are unaware of~~31, or2012. ~~that~~There wehave ~~currently~~been ~~believe~~no ~~are not~~ material, ~~may~~changes ~~also~~from ~~become~~the ~~important~~ factors ~~that~~disclosed ~~adversely~~in ~~affect~~ our ~~business.~~Annual IfReport ~~any~~on ofForm ~~the~~10-K ~~following~~for ~~risks~~the ~~actually~~year ~~occurs,~~ended ~~our~~December ~~business~~31, ~~financial condition~~2012, ~~results~~although ofwe ~~operations,~~may ~~and~~disclose ~~future~~changes ~~prospects~~to ~~could~~such befactors ~~materially~~or ~~and~~disclose ~~adversely~~additional ~~affected.~~factors Infrom ~~that~~time ~~event,~~to ~~the~~time ~~trading~~in ~~price of~~ our ~~Class A~~future ~~common~~filings ~~stock~~with ~~could~~the ~~decline,~~Securities and ~~you~~Exchange ~~could lose part or all of your investment~~Commission.

~~Risks~~ ~~Related to Our Business and Industry~~36

WeTable ~~may~~of ~~be unable to maintain or establish relationships with travel suppliers and OTAs, which could limit the information we are able to provide to travelers.~~Contents

Our ability to attract users to our services depends in large part on providing a comprehensive set of query results. To do so, we maintain relationships with travel suppliers and OTAs to include their data in our query results. The loss of existing relationships with travel suppliers or OTAs, or an inability to continue to add new ones, may cause our query results to provide incomplete pricing, availability and other information important to travelers using our services. This deficiency could reduce traveler confidence in the query results we provide, making us less popular with travelers.

With respect to our flight and fare information, the willingness of airlines to participate in our query results can vary by carrier. Historically, Southwest Airlines has chosen not to include its pricing and availability information in our query results and those of other third parties. If we are unable to continue to display travel data from multiple airline carriers, it would reduce the breadth of our query results and the number of travelers using our services could decline, resulting in a loss of revenues and a decline in our operating results.

Recently, there have been a number of airline mergers, including the 2008 merger between Delta Air Lines and Northwest Airlines, the 2010 merger between United Airlines and Continental Airlines and the 2011 merger of AirTran Airlines and Southwest Airlines. If one of our airline travel suppliers merges or consolidates with, or is acquired by, another company with which we do not have a relationship, we may lose that airline as a participant in our query results or as an advertiser. We could also lose an airline’s participation in the event of an airline bankruptcy.

Approximately 8% of the hotels displayed on our websites are comprised of five hotel chains. A loss of any one of these brand name hotel chains as a travel supplier, or a loss of any one of these chains as a provider of travel information to OTAs, could have a negative impact on our business, results of operations and financial condition.

In addition, many of our agreements with travel suppliers and OTAs are short-term agreements that may be terminated on 30 days’ notice. We cannot guarantee that travel suppliers and OTAs will continue to work with us. We may also be unable to negotiate access, pricing or other terms that are consistent or more favorable than our current terms. A failure to retain current terms or obtain more favorable terms with our travel suppliers and OTAs could harm our business and operating results.

If travel suppliers or OTAs choose not to advertise with us, or choose to reduce or even eliminate the fees they pay us, our financial performance could be materially adversely affected.

Our current financial model depends almost entirely on fees paid by travel suppliers and OTAs for referrals from our query results and advertising placements. Since we do not have long-term contracts with most of the travel suppliers or OTAs who use our services, these travel suppliers or OTAs could choose to modify or discontinue their relationship with us with little to no advance notice to us. These changes may include a cessation in the provision of travel data to us, or a reduction in, or elimination of, our compensation.

During the nine months ended September 30, 2012, our top ten travel suppliers and OTAs accounted for approximately 65% of our total revenues. In particular, for the nine months ended September 30, 2012, Expedia and its affiliates, including its Hotels.com and Hotwire subsidiaries, accounted for 26% of our total revenues. Also during this period, Priceline and Orbitz and its affiliates, including its CheapTickets, HotelClub and ebookers subsidiaries, accounted for 10% and 8% respectively of our total revenues. If our relationship with any of our top travel suppliers or OTAs were to end or otherwise be materially reduced, our revenues and operating results could experience significant decline.

If we do not continue to innovate and provide tools and services that are useful to travelers, we may not remain competitive, and our revenues and operating results could suffer.

Our success depends on continued innovation to provide features and services that make our websites and mobile applications useful for travelers. Our competitors are constantly developing innovations in online travel-related services and features. As a result, we must continue to invest significant resources in research and development in order to continually improve the speed, accuracy and comprehensiveness of our services. If we are unable to continue offering innovative products and services, we may be unable to attract additional users or retain our current users, which could adversely affect our business, results of operations and financial condition.

We primarily depend on a single third party to provide our airfare query results, and a loss of this provider could limit our ability, or make it more difficult for us, to provide travelers with accurate flight information.

We license faring engine software from ITA Software, Inc., or ITA, under an agreement which expires on December 31, 2013. This faring engine software directly provided approximately 26% of our overall airfare query results for the first nine months of 2012. Additionally, 10% of our overall airfare query results during such period were obtained from other sources which, in turn, utilized the ITA faring engine software. We have invested significant time and resources to develop proprietary software and practices to optimize the output from ITA’s software for our websites and mobile applications. In addition, we believe that alternative faring engine solutions currently do not provide the level of comprehensiveness and accuracy that ITA’s software provides.

Airline travel queries accounted for approximately 85% of the queries performed on our websites and mobile applications for the nine months ended September 30, 2012, and distribution revenues from airline queries represented approximately 22% of our revenues for the nine months ended September 30, 2012. We anticipate domestic airfare queries will continue to represent a significant portion of our overall queries for the foreseeable future. Thus, a loss of access to ITA’s software or enhancements or improvements to the software, or an adverse change in our costs associated with use of the ITA software, could have a significant negative effect on the comprehensiveness and/or speed of our query results, and on our revenues and operating results. Moreover, we believe that a significant number of travelers who use our websites and mobile applications for our non-air travel services first come to our site to conduct queries for airfare, and accordingly a loss, disruption or other negative impact on our airfare query results could also result in a significant decline in the use of, and financial performance of, our query services for non-air travel queries.

In the event we are not offered access to Google’s enhancements of or replacements to ITA software at competitive prices or at all, our ability to compete and operate our business effectively, and our financial performance, may be materially adversely affected.

On April 8, 2011, Google, Inc., or Google, entered into a consent decree agreeing to conditions on Google’s acquisition of ITA, and Google subsequently completed its acquisition of ITA. The consent decree stated Google’s intent to offer an online travel search product and Google has since launched hotel and flight search tools and services that directly compete with the tools and services we offer. Google’s flight search offering includes significantly increased speed on return of search results and, in the future, may include other enhancements or improvements in performance of the ITA software which may not be made available to us. Although the consent decree will provide us with the right to renew our existing ITA agreement on the same terms until October 2016, if ITA or Google limit our access to the ITA software or any improvements to the software, separately develop replacement software to which they claim we are not entitled or increase the price we pay for any improvements or replacement software and we are unable to replace ITA’s software with a comparable technology, we may be unable to operate our business effectively and our financial performance may suffer.

Competition from general search engine companies could adversely affect us by reducing traffic to our website and mobile applications and by creating a competitive product that people choose over KAYAK when searching for travel online.

Large, established Internet search engines with substantial resources and expertise in developing online commerce and facilitating Internet traffic are creating, and are expected to create further, inroads into online travel, both in the U.S. and internationally. For example, in addition to its acquisition of ITA, Google has launched a travel search offering that displays hotel and airfare information and rates to travelers. Moreover, Microsoft acquired one of our competitors, Farecast.com, in 2008 and relaunched it as Bing Travel, a travel search engine which not only allows users to search for airfare and hotel reservations but also purports to predict the best time to purchase. These initiatives appear to represent a clear intention by Google and Microsoft to appeal more directly to travel consumers and travel suppliers by providing more specific travel-related search results, which could lead to more travelers using services offered by Google or Bing instead of those offered on our websites and mobile applications. For example, Google has launched the ability for users of its website to search for hotel and airfare pricing and availability, and as Google integrates such offerings with other Google services such as Google maps and weather information, then the number of users that visit our websites and our ability to attract advertising dollars could be negatively impacted. Google or other leading search engines could choose to direct general searches on their respective websites to their own travel search service and/or materially improve search speed through hardware investments, which also could negatively impact the number of users that visit our websites and our ability to attract advertising dollars. If Google or other leading search engines are successful in offering services that directly compete with ours, we could lose traffic to our websites and mobile applications, which could have a material adverse effect on our business, results of operations and financial condition.

We may be unable to maintain and increase brand awareness and preference, which could limit our ability to maintain our current financial performance or achieve additional growth.

We rely heavily on the KAYAK brand. In our international markets we also rely on swoodoo and our other brands. Awareness, perceived quality and perceived differentiated attributes of our brands are important aspects of our efforts to attract and expand the number of travelers who use our websites and mobile applications. Since many of our competitors have more resources than we do, and can spend more advertising their brands and services, we are required to spend considerable money and other resources to preserve and increase our brand awareness. Should the competition for top-of-mind awareness and brand preference increase among online travel services, we may not be able to successfully maintain or enhance the strength of our brand. Even if we are successful in our branding efforts, such efforts may not be cost effective. If we are unable to maintain or enhance traveler and advertiser awareness of our brand cost effectively, our business, results of operations and financial condition would be adversely affected.

In November 2009, we began a broad-reach marketing campaign that included television commercials and signage advertising in major U.S. airports. We do not know if continued marketing investments will result in new or additional travelers visiting our websites or using our mobile applications. If we are unable to recover these additional costs through an increase in the number of travelers using our services, or if we discontinue our broad-reach campaign, we will likely experience a decline in our financial results.

We have registered domain names for websites that we use in our business, such as KAYAK.com, KAYAK.co.uk, swoodoo.com and checkfelix.com. If we lose the ability to use a domain name, we would be forced to incur significant expenses to market our services under a new domain name, which could substantially harm our business. In addition, our competitors could attempt to capitalize on our brand recognition by using domain names similar to ours. Domain names similar to ours have been registered in the U.S. and elsewhere, and in some countries the top level domain name “KAYAK” is owned by other parties. We may be unable to prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of, our brand or our trademarks or service marks. Protecting and enforcing our rights in our domain names and determining the rights of others may require litigation, which could result in substantial costs and diversion of management attention.

Competition from other travel companies could result in a decrease in the amount and types of travel information we display, a loss of travelers using our products and services and a decrease in our financial performance.

We operate in the highly competitive online travel category. Many of our current and potential competitors, including general search engines, OTAs, travel supplier websites and other travel websites, have existed longer and have larger customer bases, greater brand recognition and significantly greater financial, marketing, personnel, technical and other resources than KAYAK. Some of these competitors may be able to secure services on more favorable terms. In addition, many of these competitors may be able to devote significantly greater resources to:

• marketing and promotional campaigns;

• attracting and retaining key employees;

• securing participation of travel suppliers and access to travel information, including proprietary or exclusive content;

• website and systems development; and

• enhancing the speed at which their services return user search results.

In addition, consolidation of travel suppliers and OTAs could limit the comprehensiveness of our query results and the need for our services and could result in advertisers terminating their relationships with us.

Increased competition could result in reduced operating margins and loss of market share. There can be no assurance that we will be able to compete successfully against current and future competitors or that competition will not have a material adverse effect on our business, results of operations and financial condition.

Changes in general search engine algorithms and dynamics or termination of traffic-generating arrangements could result in a decrease in the number of people directed to our websites.

We use Internet search engines, principally through the purchase of travel-related keywords, to generate traffic to our websites. The purchase of travel-related keywords consists of anticipating what words and terms consumers will use to search for travel on general search engines and then bidding on those words and terms in the applicable search engine’s auction system. We bid against other advertisers for preferred placement on the applicable general search engine’s results page. Approximately 11% of our user queries during the nine months ended September 30, 2012, resulted from searches initially entered on general search engine websites. Search engines, such as Google, frequently update and change the logic which determines the placement and ordering of results of a user’s search, which may reduce the effectiveness of the keywords we have purchased. If a major search engine, such as Google, changes its algorithms in a manner that negatively affects the search engine ranking of our websites, or changes its pricing, operating or competitive dynamics to our disadvantage, our business, results of operations and financial condition could be adversely affected. We also rely to a certain extent on advertisements that we place on websites other than general search engines. Approximately 7% of our user queries during the nine months ended September 30, 2012 resulted from these traffic-generating arrangements. A loss of one or more of these traffic-generating arrangements as an advertising channel could result in fewer people using our services.

We have limited international experience and may be limited in our ability to expand into international markets, which could result in significant costs to us and a limitation on our ability to achieve future financial growth.

We operate websites in 18 countries, and we generated approximately 20% of our net revenues for the nine months ended September 30, 2012 from our international operations. With the exception of our managing director for Europe, our senior management team is located in the U.S. and has limited international experience. We believe that international expansion will be important to our future growth, and therefore we currently expect that our international operations will increase. As our international operations expand, we will face increasing risks resulting from operations in multiple countries, including:

• differences and unexpected changes in regulatory requirements and exposure to local economic conditions;

• limits on our ability to enforce our intellectual property rights;

• restrictions on the repatriation of non-U.S. investments and earnings back to the U.S., including withholding taxes imposed by certain foreign jurisdictions;

• requirements to comply with a number of U.S. and international regulations, including the Foreign Corrupt Practices Act;

• uncertainty over our ability to legally enforce our contractual rights; and

• currency exchange rate fluctuations.

To the extent we are not able to effectively mitigate or eliminate these risks, our results of operations could be adversely affected. Furthermore, any failure by us to adopt appropriate compliance procedures to ensure that our employees and agents comply with applicable laws and regulations in foreign jurisdictions could result in substantial penalties or restrictions on our ability to conduct business in certain foreign jurisdictions.

Some of our plans for expansion include operating in international markets where we have limited operating experience. These markets may have different competitive conditions, traveler preferences and discretionary spending patterns than the U.S. travel market. As a result, our international operations may be less successful than our U.S. operations. Travelers in other countries may not be familiar with our brands, and we may need to build brand awareness in such countries through greater investments in advertising and promotional activity than we originally planned. In addition, we may find it difficult to effectively hire, manage, motivate and retain qualified employees who share our corporate culture. We may also have difficulty entering into new agreements with foreign travel suppliers and OTAs on economically favorable terms.

Our failure to manage growth effectively could harm our ability to attract and retain key personnel and adversely impact our operating results.

Our culture is important to us. We believe it has been a major contributor to our success. As we grow, however, we may have difficulty maintaining our culture or adapting it sufficiently to meet the needs of our operations. Failure to maintain our culture could negatively impact our operations and business results.

We have rapidly and significantly expanded our operations and anticipate expanding further to pursue our growth strategy. Our workforce worldwide has grown from fewer than 35 employees in 2006 to 193 employees and approximately 67 contractors as of September 30, 2012. Such expansion increases the complexity of our business and places a significant strain on our management, operations, technical performance, financial resources and internal control over financial reporting functions.

There can be no assurance that we will be able to manage our expansion effectively. Our current and planned personnel, systems, procedures and controls may not be adequate to support and effectively manage our future operations, especially as we employ personnel in multiple geographic locations. We may not be able to hire, train, retain, motivate and manage required personnel, which may limit our growth, damage our reputation and negatively affect our financial performance and harm our business.

We may not be able to expand our business model beyond providing travelers with travel query results and our attempts to do so could result in significant additional costs to us without a corresponding increase in our revenues.

We plan to expand our business model beyond helping travelers search for travel by offering additional services and tools, including assisted booking services through mobile applications and our websites. This growth strategy depends on various factors, including the willingness of travel suppliers and OTAs to participate in our assisted booking services, as well as travelers’ use of these other new services and a willingness to trust us with their personal information. These newly launched services may not succeed, and, even if we are successful, our revenues may not increase. These new services could also increase our operating costs and result in costs that we have not incurred in the past, including customer service.

We are dependent on the leisure travel industry and declines in leisure travel or discretionary spending generally could reduce the demand for our services.

Our financial prospects are significantly dependent upon leisure travelers using our services. Leisure travel, including leisure airline tickets, hotel room reservations and rental car reservations, is dependent on personal discretionary spending levels. Leisure travel services tend to decline, along with the advertising dollars spent by travel suppliers, during general economic downturns and recessions. The current worldwide economic conditions have led to a general decrease in leisure travel and travel spending, which has negatively impacted the demand for our services.

Events beyond our control also may adversely affect the leisure travel industry, with a corresponding negative impact on our business and results of operations. Natural disasters, including hurricanes, tsunamis, earthquakes or volcanic eruptions, as well as other natural phenomena, such as outbreaks of H1N1 influenza (swine flu), avian flu and other pandemics and epidemics, have disrupted normal leisure travel patterns and levels. The leisure travel industry is also sensitive to other events beyond our control, such as work stoppages or labor unrest at any of the major airlines, political instability, regional hostilities, increases in fuel prices, imposition of taxes or surcharges by regulatory authorities, travel related accidents and terrorist attacks, any of which could have an impact on our business and results of operations. Although the September 2001 terrorist attacks in the U.S. occurred before we were formed, those attacks had a dramatic and sustained impact on the leisure travel industry, and any future terrorist attack, whether on a small or large scale, could have a material and negative impact on our business and results of operations.

We rely on the performance of highly skilled personnel, including senior management and our technology professionals, and if we are unable to retain or motivate key personnel or hire, retain and motivate qualified personnel, our business would be harmed.

We believe our success has depended, and continues to depend, on the efforts and talents of our senior management and our highly skilled team members, including our software engineers. Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. The loss of any of our senior management or key employees could materially adversely affect our ability to build on the efforts they have undertaken and to execute our business plan, and we may not be able to find adequate replacements. In particular, the contributions of certain key senior management in the U.S. are critical to our overall success. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees. We do not maintain any key person life insurance policies.

Competition for well-qualified employees in all aspects of our business, including software engineers and other technology professionals, is intense both in the U.S. and abroad. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate existing employees. Our software engineers and technology professionals are key to designing code and algorithms necessary to our business. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business would be adversely affected.

We process, store and use personal data which exposes us to risks of internal and external security breaches and could give rise to liabilities as a result of governmental regulation and differing personal privacy rights.

We may acquire personal or confidential information from travelers who use our websites and mobile applications. Substantial or ongoing security breaches to our system, whether resulting from internal or external sources, could significantly harm our business. It is possible that advances in computer circumvention capabilities, new discoveries or other developments, including our own acts or omissions, could result in a compromise or breach of personal and confidential traveler information.

We cannot guarantee that our existing security measures will prevent security breaches or attacks. A party, whether internal or external, that is able to circumvent our security systems could steal traveler information or proprietary information or cause significant interruptions in our operations. In the past we have experienced “denial-of-service” type attacks on our system that have made portions of our website unavailable for periods of time. We may need to expend significant resources to protect against security breaches or to address problems caused by breaches, and reductions in website availability could cause a loss of substantial business volume during the occurrence of any such incident. The risk of such security breaches is likely to increase as we expand the number of places where we operate and as the tools and techniques used in these types of attacks become more advanced. Security breaches could result in negative publicity, damage our reputation, expose us to risk of loss or litigation and possible liability and subject us to regulatory penalties and sanctions. Security breaches could also cause travelers and potential users to lose confidence in our security, which would have a negative effect on the value of our brand. Our insurance policies carry low coverage limits and would likely not be adequate to reimburse us for losses caused by security breaches.

Companies that we have acquired, and that we may acquire in the future, may employ security and networking standards at levels we find unsatisfactory. The process of enhancing infrastructure to improve security and network standards may be time consuming and expensive and may require resources and expertise that are difficult to obtain. Acquisitions could also increase the number of potential vulnerabilities and could cause delays in detection of an attack, or the timelines of recovery from an attack. Failure to adequately protect against attacks or intrusions could expose us to security breaches of, among other things, personal user data and credit card information that would have an adverse impact on our business, results of operations and financial condition.

We also face risks associated with security breaches affecting third parties conducting business over the Internet. People generally are concerned with security and privacy on the Internet, and any publicized security problems could inhibit the growth of our business. Additionally, security breaches at third parties upon which we rely, such as travel suppliers, could result in negative publicity, damage our reputation, expose us to risk of loss or litigation and possible liability and subject us to regulatory penalties and sanctions.

We currently provide users with the option to complete certain hotel bookings directly through our websites and mobile applications. We also currently facilitate the purchase of airlines tickets through our mobile applications and assist users in completing transactions directly with travel suppliers. In connection with facilitating these transactions, we receive and store certain personally identifiable information, including credit card information. This information is increasingly subject to legislation and regulations in numerous jurisdictions around the world, including the Commission of the European Union through its Data Protection Directive and variations of that directive in the member states of the European Union. Government regulation is typically intended to protect the privacy of personal information that is collected, processed and transmitted in or from the governing jurisdiction. We could be adversely affected if legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business, results of operations and financial condition.

Litigation could distract management, increase our expenses or subject us to material money damages and other remedies.

We are involved in various legal proceedings, including, but not limited to, actions relating to breach of contract and intellectual property infringement that involve claims for substantial amounts of money or for other relief or that might necessitate changes to our business or operations. Regardless of whether any claims against us are valid, or whether we are ultimately held liable or subject to payment of damages, claims may be expensive to defend and may divert management’s time away from our operations. If any legal proceedings were to result in an unfavorable outcome, it could have a material adverse effect on our business, financial position and results of operations. Any adverse publicity resulting from actual or potential litigation may also materially and adversely affect our reputation, which in turn could adversely affect our results.

Companies in the Internet, technology and media industries are frequently subject to allegations of infringement or other violations of intellectual property rights. We are currently subject to several patent infringement claims and may be subject to future claims relating to intellectual property rights. As we grow our business and expand our operations we may be subject to intellectual property claims by third parties. We plan to vigorously defend our intellectual property rights and our freedom to operate our business; however, regardless of the merits of the claims, intellectual property claims are often time-consuming and extremely expensive to litigate or settle, and are likely to continue to divert managerial attention and resources from our business objectives. Successful infringement claims against us could result in significant monetary liability or prevent us from operating our business, or portions of our business. Resolution of claims may require us to obtain licenses to use intellectual property rights belonging to third parties, which may be expensive to procure, or we may be required to cease using intellectual property altogether. Many of our agreements with travel suppliers, OTAs and other partners require us to indemnify these entities against third-party intellectual property infringement claims, which would increase our defense costs and may require that we pay damages if there were an adverse ruling in any such claims. Any of these events could have a material adverse effect on our business, results of operations or financial condition.

Acquisitions and investments could result in operating difficulties, dilution and other harmful consequences.

We have acquired a number of businesses in the past, including our acquisitions of SideStep, Inc., or SideStep, swoodoo AG, or swoodoo, and JaBo Software Vertrieb-und Entwicklung GmbH, or JaBo Software. We expect to continue to evaluate and enter into discussions regarding a wide array of potential strategic transactions. Any transactions that we enter into could be material to our financial condition and results of operations. The process of integrating an acquired company, business or technology may create unforeseen operating difficulties and expenditures. The areas where we face risks include:

• diversion of management time and focus from operating our business to acquisition integration challenges;

• implementation or remediation of controls, procedures and policies at the acquired company;

• coordination of product, engineering and sales and marketing functions;

• retention of employees from the businesses we acquire;

• liability for activities of the acquired company before the acquisition;

• litigation or other claims in connection with the acquired company; and

• in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries.

Our failure to address these risks or other problems encountered in connection with our past or future acquisitions and investments could cause us to fail to realize the anticipated benefits of such acquisitions or investments, incur unanticipated liabilities and harm our business generally.

The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business, particularly after we are no longer an “emerging growth company”.

Following the recent completion of our initial public offering, we are now required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements will be time-consuming and will result in increased costs to us and could have a negative effect on our business, results of operations and financial condition.

As a public company, we are now subject to the reporting requirements of the Exchange Act, and requirements of the Sarbanes-Oxley Act of 2002, as amended, or SOX. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. SOX requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we will need to commit significant resources, hire additional staff and provide additional management oversight. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. Sustaining our growth also will require us to commit additional management, operational and financial resources to identify new professionals to join our firm and to maintain appropriate operational and financial systems to adequately support expansion. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

As an “emerging growth company” under the JOBS Act, we may take advantage of certain temporary exemptions from various reporting requirements including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of SOX (and rules and regulations of the SEC thereunder, which we refer to as Section 404) and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. In addition, we have elected under the JOBS Act to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies.

When these exemptions cease to apply, we expect to incur additional expenses and devote increased management effort toward ensuring compliance with them. We will remain an “emerging growth company” for up to five years, although we may cease to be an emerging growth company earlier under certain circumstances. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — JOBS Act” for additional information on when we may cease to be an emerging growth company. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs.

Fluctuations in our financial results make quarterly comparisons and financial forecasting difficult, which could make it difficult to manage our business.

Our revenues and operating results have varied significantly from quarter to quarter because our business experiences seasonal fluctuations, which reflect seasonal trends for the travel products distributed through and advertised on our platform. Traditional leisure travel bookings in the U.S. and Europe are generally higher in the second and third calendar quarters of the year as travelers take spring and summer vacations. In the fourth quarter of the calendar year, demand for travel services in the U.S. and Europe generally declines. We have seen and expect to continue to see, that the most significant portion of our revenues will be earned in the second and third quarters. The current state of the global economic environment, combined with the seasonal nature of our business and our relatively limited operating history, makes forecasting future operating results difficult. Because our business is changing and evolving, our historical operating results may not be useful to you in predicting our future operating results. Advertising spending has historically been cyclical in nature, reflecting overall economic conditions as well as individual travel patterns. Our rapid growth has tended to mask the cyclicality and seasonality of our business. As our growth rate slows, the cyclicality and seasonality in our business will become more pronounced and cause our operating results to fluctuate.

Any significant disruption in service on our websites or in our computer systems, which are currently hosted primarily by third-party providers, could damage our reputation and result in a loss of users, which would harm our business and operating results.

Our brands, reputation and ability to attract and retain travelers to use our websites and mobile applications depend upon the reliable performance of our network infrastructure and content delivery processes. We have experienced interruptions in these systems in the past, including server failures that temporarily slowed down the performance of our websites and mobile applications, and we may experience interruptions in the future. Interruptions in these systems, whether due to system failures, computer viruses or physical or electronic break-ins, could affect the security or availability of our services on our websites and mobile applications and prevent or inhibit the ability of travelers to access our services. Problems with the reliability or security of our systems could harm our reputation, and damage to our reputation and the cost of remedying these problems could negatively affect our business, financial condition and results of operations.

Substantially all of the communications, network and computer hardware used to operate our website are located at facilities in Medford and Somerville, Massachusetts and, with respect to our swoodoo operations, Freiburg, Germany. We do not own or control the operation of these facilities. Our systems and operations are vulnerable to damage or interruption from fire, flood, power loss, telecommunications failure, terrorist attacks, acts of war, electronic and physical break-ins, computer viruses, earthquakes and similar events. The occurrence of any of the foregoing events could result in damage to our systems and hardware or could cause them to fail completely, and our insurance may not cover such events or may be insufficient to compensate us for losses that may occur. Our systems are not completely redundant, so a failure of our system at one site could result in reduced functionality for our travelers, and a total failure of our systems at both U.S. sites could cause our websites or mobile applications to be inaccessible by our travelers. Problems faced by our third-party web hosting providers with the telecommunications network providers with which they contract or with the systems by which they allocate capacity among their customers, including us, could adversely affect the experience of our travelers. Our third-party web hosting providers could decide to close their facilities without adequate notice. Any financial difficulties, such as bankruptcy reorganization, faced by our third-party web hosting providers or any of the service providers with whom they contract may have negative effects on our business, the nature and extent of which are difficult to predict. If our third-party web hosting providers are unable to keep up with our growing needs for capacity, this could have an adverse effect on our business. Any errors, defects, disruptions or other performance problems with our services could harm our reputation and have an adverse effect on our business, financial condition and results of operations.

Governmental regulation and associated legal uncertainties could limit our ability to expand our product offerings or enter into new markets and could require us to expend significant resources, including the attention of senior management, to review and comply with such regulations.

Many of the services we offer are regulated by federal and state governments, and our ability to provide these services is and will continue to be affected by government regulations. The implementation of unfavorable regulations or unfavorable interpretations of existing regulations by courts or regulatory bodies could require us to incur significant compliance costs, cause the development of the affected markets to become impractical and otherwise have a material adverse effect on our business, results of operations and financial condition.

In particular, the Department of Transportation, or DOT, regulates the advertising and sale of air transportation. The DOT actively enforces its regulations and recently made significant changes to the regulations and standards that apply to air carriers and ticket agents. While we are neither an air carrier nor a

ticket agent, to the extent we expand our business model in the air transportation area to facilitate bookings, we could become subject to DOT oversight, which would require us to incur significant compliance costs and may require us to change our business practices with respect to the display of airfare and airfare advertising.

In addition, our business strategy involves expansion into regions around the world, many of which have different legislation, regulatory environments, tax laws and levels of political stability. Compliance with foreign legal, regulatory or tax requirements will place demands on our time and resources, and we may nonetheless experience unforeseen and potentially adverse legal, regulatory or tax consequences.

We assist with the processing of customer credit card transactions which results in us receiving and storing personally identifiable information. This information is increasingly subject to legislation and regulations in numerous jurisdictions around the world. This legislation and regulation is generally intended to protect the privacy and security of personal information, including credit card information, that is collected, processed and transmitted in or from the governing jurisdiction. We could be adversely affected if government regulations require us to significantly change our business practices with respect to this type of information.

Fluctuations in foreign currency exchange rates affect financial results in U.S. dollar terms and could negatively impact our financial results.

A portion of our revenues come from international operations. Revenues generated and expenses incurred by our international subsidiaries are often denominated in local currencies. As a result, our consolidated U.S. dollar financial statements are subject to fluctuations due to changes in exchange rates as the financial results of our international subsidiaries are translated from local currencies into U.S. dollars. Our financial results are subject to changes in exchange rates that impact the settlement of transactions in non local currencies.

Risks Relating to the Acquisition by priceline.com Incorporated

The proposed transaction with Priceline presents numerous risks to our operations and failure to complete the transaction could have a material adverse effect on our business, price of our common stock and financial results.

Our proposed transaction with Priceline is subject to numerous conditions including (i) stockholder approval, (ii) the effectiveness of a Form S-4 registration statement to be filed by Priceline, (iii) regulatory clearances, including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and (iv) other customary closing conditions. Our efforts to meet these closing conditions could require substantial time and resources by our management team, which could otherwise have been devoted to other opportunities that may have been beneficial to us as an independent company. In addition, if the acquisition is not completed, we may be subject to a termination fee of $52.7 million and could experience negative reactions from the financial markets and from our customers and employees. We also could be subject to litigation related to any failure to complete the transaction or to enforcement proceedings commenced against us to perform our respective obligations under the Merger Agreement. If the transaction is not completed, we cannot assure stockholders that these risks will not materialize and will not materially affect our business, financial results and stock price.

The market price of Priceline common stock may be affected by factors different from those affecting the market price for our Class A common stock.

Our business differs from that of Priceline and, accordingly, the results of operations for the combined company may be affected by factors different from those currently affecting the results of operations of KAYAK. Additionally, following completion of the transaction our customers may choose to no longer advertise with us which could have a material adverse effect on our operations. As a result, the market price for Priceline common stock may be impacted differently in the future and could vary significantly from the market price of our Class A common stock. Furthermore, since the consideration paid by Priceline in the transaction will in part be comprised of Priceline common stock, the number of shares of Priceline common stock issued to our stockholders in the transaction is subject to change based on the value of Priceline’s common stock.

Risks Related to Our Intellectual Property

We may not be able to adequately protect our intellectual property, which could harm the value of our brands and adversely affect our business.

We regard our intellectual property as critical to our success, and we rely on trademark, copyright and patent law, trade secret protection and confidentiality and/or license agreements to protect our proprietary rights. If we are not successful in protecting our intellectual property, it could have a material adverse effect on our business, results of operations and financial condition.

While we believe that our issued patents and pending patent applications help to protect our business, there can be no assurance that our operations do not, or will not, infringe valid, enforceable third-party patents of third parties or that competitors will not devise new methods of competing with us that are not covered by our patents or patent applications. There can also be no assurance that our patent applications will be approved, that any patents issued will adequately protect our intellectual property, or that such patents will not be challenged by third parties or found to be invalid or unenforceable or that our patents will be effective in preventing third parties from utilizing a copycat business model to offer the same service in one or more categories. Moreover, we rely on intellectual property and technology developed or licensed by third parties, and we may not be able to obtain or continue to obtain licenses and technologies from these third parties at all or on reasonable terms.

Effective trademark, service mark, copyright and trade secret protection may not be available in every country in which our services are provided. The laws of certain countries do not protect proprietary rights to the same extent as the laws of the U.S. and, therefore, in certain jurisdictions, we may be unable to protect our proprietary technology adequately against unauthorized third party copying or use, which could adversely affect our competitive position. We have licensed in the past, and expect to license in the future, certain of our proprietary rights, such as trademarks or copyrighted material, to third parties. These licensees may take actions that might diminish the value of our proprietary rights or harm our reputation, even if we have agreements prohibiting such activity. Also to the extent third parties are obligated to indemnify us for breaches of our intellectual property rights, these third parties may be unable to meet these obligations. Any of these events could have a material adverse effect on our business, results of operations or financial condition.

Claims by third parties that we infringe their intellectual property rights could result in significant costs and have a material adverse effect on our business, results of operations or financial condition.

We are currently subject to various patent infringement claims. These claims allege, among other things, that our website technology infringes upon owned patent technology. If we are not successful in defending ourselves against these claims, we may be required to pay money damages, which could have an adverse effect on our results of operations. In addition, the costs associated with the loss of these claims could have an adverse effect on our results of operations. We may be subject to future claims relating to our intellectual property rights. As we grow our business and expand our operations we expect that we will continue to be subject to intellectual property claims. Resolving intellectual property claims may require us to obtain licenses to use intellectual property rights belonging to third parties, which may be expensive to procure, or we may be required to cease using intellectual property altogether. Any of these events could have a material adverse effect on our business, results of operations or financial condition.

Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.

A substantial amount of our processes and technologies is protected by trade secret laws. In order to protect these technologies and processes, we rely in part on confidentiality agreements with our employees, licensees, independent contractors and other advisors. These agreements may not effectively prevent disclosure of confidential information, including trade secrets, and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover our trade secrets and proprietary information, and in such cases we could not assert any trade secret rights against such parties. To the extent that our employees, contractors or other third parties with which we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Laws regarding trade secret rights in certain markets in which we operate may afford little or no protection to our trade secrets. The loss of trade secret protection could make it easier for third parties to compete with our products by copying functionality. In addition, any changes in, or unexpected interpretations of, the trade secret and other intellectual property laws in any country in which we operate may compromise our ability to enforce our trade secret and intellectual property rights. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our business, revenue, reputation and competitive position.

Our use of “open source” software could adversely affect our ability to offer our services and subject us to possible litigation.

We use open source software in connection with our development. From time to time, companies that use open source software have faced claims challenging the use of open source software and/or compliance with open source license terms. We could be subject to suits by parties claiming ownership of what we believe to be open source software, or claiming noncompliance with open source licensing terms. Some open source licenses require users who distribute software containing open source to make available all or part of such software, which in some circumstances could include valuable proprietary code of the user. While we monitor the use of open source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, in part because open source license terms are often ambiguous. Any requirement to disclose our proprietary source code or pay damages for breach of contract could be harmful to our business, results of operations or financial condition, and could help our competitors develop products and services that are similar to or better than ours.

Risks Related to Ownership of Our Class A Common Stock

Our stock price may be volatile or may decline regardless of our operating performance.

The market price for our Class A common stock is likely to be volatile, in part because our shares have a limited history of being publicly traded. In addition, the market price of our Class A common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including:

• traveler preferences and competition from other travel sites;

• changes in general economic or market conditions or trends in our industry or the economy as a whole and, in particular, in the leisure travel environment;

• changes in key personnel;

• entry into new geographic markets;

• actions and announcements by us or our competitors or significant acquisitions, divestitures, strategic partnerships, joint ventures or capital commitments;

• changes in operating performance and stock market valuations of other Internet companies;

• investors’ perceptions of our prospects and the prospects of the online travel industry;

• fluctuations in quarterly operating results, as well as differences between our actual financial and operating results and those expected by investors;

• the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;

• announcements relating to litigation;

• guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;

• changes in financial estimates or ratings by any securities analysts who follow our Class A common stock, our failure to meet these estimates or failure of those analysts to initiate or maintain coverage of our Class A common stock;

• the development and sustainability of an active trading market for our Class A common stock;

• future sales of our Class A common stock by our officers, directors and significant stockholders; and

• changes in accounting principles.

These and other factors may lower the market price of our Class A common stock, regardless of our actual operating performance. As a result, our Class A common stock may trade at prices are subject to significant fluctuation.

The stock markets, including the NASDAQ Global Select Market, have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many Internet companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business.

Future sales of our Class A common stock, or the perception in the public markets that these sales may occur, may depress our stock price.

Sales of substantial amounts of our Class A common stock in the public market, or the perception that these sales could occur, could adversely affect the price of our Class A common stock and could impair our ability to raise capital through the sale of additional shares. As of November 8, 2012, we had approximately 4,587,563 shares of Class A common stock outstanding, and approximately 33,973,149 shares of Class B common stock outstanding, all of which are convertible into shares of Class A common stock. The 4,025,000 shares of Class A common stock sold in our initial public offering are freely tradable without restriction under the Securities Act. With the exception of shares issued pursuant to our equity incentive plans, shares of our Class A common stock that may be held or acquired by our directors, executive officers and other affiliates, as that term is defined in the Securities Act, will be restricted securities under the Securities Act. Restricted securities may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available.

KAYAK, each of our officers, directors and substantially all of our stockholders existing before our IPO have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of the shares of our Class A and Class B common stock or securities convertible into or exchangeable for shares of our Class A and Class B common stock during the period July 19, 2012 and continuing for 180 days thereafter, without the prior written consent of Morgan Stanley & Co. LLC. Collectively, the holders of our securities subject to these restrictions own approximately 33,798,047 shares of our Class B common stock and 550,120 shares of our Class A common stock, representing approximately 89% of our outstanding common stock as of November 8, 2012. All of our shares of Class A common stock outstanding, and all of our shares of Class A common stock issuable upon conversion of the shares of Class B common stock outstanding, may be sold in the public market by existing stockholders 180 days after July 19, 2012, subject to applicable volume and other limitations imposed under federal securities laws and company imposed "black-out" periods applicable to our employees and directors. Sales by our stockholders existing prior to our IPO of a substantial number of shares in the public market, or the threat of a substantial sale, could cause the market price of our Class A common stock to decrease significantly. In the future, we may also issue our securities in connection with investments or acquisitions. The amount of shares of our Class A common stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of our Class A common stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to you.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our Class A common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. If securities or industry analyst coverage results in downgrades of our Class A common stock or publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our Class A common stock could decrease, which could cause our stock price and trading volume to decline.

Our internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

We are not currently required to comply with SEC rules that implement Section 404 of SOX, and are therefore not required to make a formal assessment of the effectiveness of our internal controls over financial reporting for that purpose. However, at such time as we cease to be an “emerging growth company”, as more fully described in these Risk Factors, we shall be required to comply with Section 404. At such time, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404. We cannot be certain as to the timing of completion of our evaluation, testing and any remediation actions or the impact of the same on our operations. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, our independent registered public accounting firm may issue an adverse opinion due to ineffective internal controls over financial reporting and we may be subject to sanctions or investigation by regulatory authorities, such as the SEC. As a result, there could be a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. In addition, we may be required to incur costs in improving our internal control system and the hiring of additional personnel. Any such action could negatively affect our results of operations and cash flows.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. In addition, we have elected under the JOBS Act to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. As a result, our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies. We cannot predict if investors will find our Class A common stock less attractive if we rely on these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile.

Our management and other affiliates have significant control of our common stock and could control our actions in a manner that conflicts with the interests of other stockholders.

Our Class B common stock has ten votes per share and our Class A common stock has one vote per share. As of November 8, 2012 our officer and directors and their affiliated entities together beneficially owned approximately 70.4% of our Class A and Class B common stock, representing approximately 77.9% of the voting power of our outstanding capital stock, assuming the exercise of options, warrants and other common stock equivalents which are currently exercisable, and exercisable within 60 days, and held by these stockholders. In addition, because of this dual class structure, our executive officers, directors and their affiliated entities will continue to be able to control all matters submitted to our stockholders for approval even if they come to own less than 50% of the outstanding shares of our common stock. As a result, these stockholders, acting together, will be able to exercise considerable influence over matters requiring approval by our stockholders, including the election of directors, and may not always act in the best interests of other stockholders. Such a concentration of ownership may have the effect of delaying or preventing a change in our control, including transactions in which our stockholders might otherwise receive a premium for their shares over then current market prices.

We do not expect to pay any cash dividends for the foreseeable future.

The continued operation and growth of our business will require substantial cash. Accordingly, we do not anticipate that we will pay any cash dividends on shares of our Class A common stock for the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations, financial condition, contractual restrictions relating to indebtedness we may incur, restrictions imposed by applicable law and other factors our board of directors deems relevant.

Antitakeover provisions in our charter documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable.

Our amended and restated certificate of incorporation and amended and restated by-laws contain provisions that may make the acquisition of us more difficult without the approval of our board of directors. These provisions, among other things:

• authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include supermajority voting, special approval, dividend or other rights or preferences superior to the rights of the holders of common stock;

• prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;

• provide that only the chairperson of our board of directors, chief executive officer or a majority of the board of directors may call a special meeting of stockholders;

• provide that our board of directors is expressly authorized to make, alter or repeal our amended and restated by-laws;

• provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; and

• establish advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

These antitakeover provisions and other provisions under Delaware law may prevent new investors from influencing significant corporate decisions, could discourage, delay or prevent a transaction involving a change-in-control, even if doing so would benefit our stockholders. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Sales of Unregistered Securities

During the period between July 1, 2012 and September 30, 2012, we granted options to purchase 1,300,000 shares of our common stock under our Third Amended and Restated 2005 Equity Incentive Plan. These options vest with respect to 25% on the first anniversary of the vesting start date, with the remainder vesting in 36 equal monthly installments.

During the period between July 1, 2012 and September 30, 2012, an aggregate of 39,477 shares of our Class B common stock were issued upon exercise of outstanding stock options, with exercise prices ranging from $13.00 to $16.50 per share. All such shares were issued under our Third Amended and Restated 2005 Equity Incentive Plan. Also during this period, we issued on a net basis 22,881 and 23,269 shares of of Series C Preferred Stock and Series D Preferred Stock upon exercise of outstanding warrants at an exercise price of $2.983 and $20.727 per share, respectively. These shares automatically converted into shares of Class B common stock upon consummation of our IPO. The exercise price for these warrant was satisfied on a net basis based on a fair market value at the time of exercise of $33.18 per share.

No underwriters were involved in the foregoing issuances of securities. The offers, sales and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance upon Rule 701 or Regulation S under the Securities Act or Section 4(2) of the Securities Act. The offers, sales and issuances of the securities that were deemed to be exempt in reliance on Rule 701 were transactions under compensatory benefit plans and contracts relating to compensation as provided under Rule 701. The transactions in the securities that were deemed to be exempt in reliance on Regulation S were offers and sales that occurred outside the U.S. as provided under Regulation S. The offers, sales and issuances of the securities that were deemed to be exempt in reliance upon Rule 506 and Section 4(2) were each transactions not involving any public offering, and all recipients of these securities were accredited investors within the meaning of Rule 501 of Regulation D of the Securities Act who were acquiring the applicable securities for investment and not distribution and had represented that they could bear the risks of the investment. Each of the recipients of securities in these transactions had adequate access, through employment, business or other relationships, to information about us.

Item 5. Other Information

On November 8, 2012, we entered into a Second Amendment to Employment and Non-Competition Agreement, or the Second Amendment, with each of Daniel Stephen Hafner and Paul M. English. These amendments set forth that the employees' performance bonus amounts and performance criteria be set annually by our board of directors or the compensation committee of the board of directors.

A copy of the Second Amendment with respect to Mr. Hafner and Mr. English is filed as Exhibit 10.1 and 10.2, respectively to this quarterly report on Form 10-Q and is incorporated herein by reference. The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment.

Item 6. Exhibits

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of the Company as in effect (filed as exhibit 3.9 to Amendment No. 12 to the Registration Statement on Form S-1 filed on July 9, 2012). (1)
31.1*	Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
3.2	Amended and Restated By-Laws of the Company as in effect (filed as exhibit 3.11 to Amendment No. 12 to the Registration Statement on Form S-1 filed on July 9, 2012). (1)
31.2*	Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
4.1	Form of Registrant’s Class A Common Stock Certificate (filed as exhibit 4.1 to Amendment No. 12 to the Registration Statement on Form S-1 filed on July 9, 2012). (1)
32.1**	Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
4.2	Form of Registrant’s Class B Common Stock Certificate (filed as exhibit 4.8 to Amendment No. 12 to the Registration Statement on Form S-1 filed on July 9, 2012). (1)
101.INS*	XBRL Instance Document.
4.3	Election and Amendment Agreement, dated April 19, 2012, between the Company and the stockholders named therein (filed as exhibit 4.9 to Amendment No. 10 to the Registration Statement on Form S-1 filed on April 20, 2012). (1)
101.SCH*	XBRL Taxonomy Extension Schema Document.
10.1†**	Second Amendment to Employment and Non-Competition Agreement, dated November 7, 2012, between the Company and Daniel Stephen Hafner.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
10.2†**	Second Amendment to Employment and Non-Competition Agreement, dated November 7, 2012, between the Company and Paul M. English.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
31.1**	Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
31.2**	Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.
32.1***	Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL Instance Document.
101.SCH**	XBRL Taxonomy Extension Schema Document.
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document.

~~(1)~~* ~~Incorporated~~Filed ~~by reference~~herewith.

†** ~~Indicates~~Furnished ~~a management contract or compensatory arrangement~~herewith.

^ ~~Portions of this exhibit have been omitted pursuant to a confidential treatment request. This information has been filed separately with the Securities and Exchange Commission.~~37

**Table ~~Filed~~of ~~herewith.~~Contents

*** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		KAYAK SOFTWARE CORPORATION
Date: November 13, 2012	By:	/s/ Daniel Stephen Hafner
Date: May 14, 2013	By:	/s/ Daniel Stephen Hafner
	Name:	Daniel Stephen Hafner
	Title:	Chief Executive Officer and Director

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