Booking (BKNG) 8-K Priceline.com Reports Financial Results for 2nd Quarter 2009

Exhibit 99.1

Priceline.com Reports Financial Results for 2nd Quarter 2009

NORWALK, Conn., August 10, 2009 . . . Priceline.com Incorporated (Nasdaq: PCLN) today reported its financial results for the 2nd quarter 2009. Gross travel bookings for the 2nd quarter, which refers to the total dollar value, inclusive of all taxes and fees, of all travel services purchased by consumers, were $2.38 billion, an increase of 12.8% over a year ago.

Priceline.com had revenues in the 2nd quarter of $603.7 million, a 17.5% increase over a year ago. The Company’s international operations contributed revenues in the 2nd quarter of $197.6 million, a 20.1% increase versus a year ago (approximately 38% growth on a local currency basis).  Priceline.com’s gross profit for the 2nd quarter was $305.2 million, a 20.3% increase from the prior year. The Company’s international operations contributed gross profit in the 2nd quarter of $196.6 million, a 20.2% increase versus a year ago (approximately 38% growth on a local currency basis).  The Company’s operating income in 2nd quarter 2009 was $109.4 million, a 35.1% increase from the prior year. Priceline.com had GAAP net income for the 2nd quarter of $67.0 million or $1.38 per diluted share, which compares to $49.8 million or $1.00 per diluted share in the same period a year ago.

Pro forma EBITDA for the 2nd quarter 2009 was $126.2 million, an increase of 24.6% over a year ago. Pro forma net income in the 2nd quarter was $99.0 million or $2.02 per diluted share, compared to $1.55 per share a year ago. First Call analyst consensus for the 2nd quarter 2009 was $1.75 per diluted share. The section below entitled “Non-GAAP Financial Measures” provides a definition and information about the use of pro forma financial measures in this press release and the attached financial and statistical supplement reconciles pro forma financial information with priceline.com’s financial results under GAAP.

“Despite a difficult economic climate, leisure travel demand for the summer peak season has been stronger than expected, driven in part by the availability of compelling discounts,” said priceline.com President and Chief Executive Officer Jeffery H. Boyd.  “Priceline.com’s 2nd quarter performance reflects the impact of improving demand, but also shows the impact of lower year over year unit prices.  Priceline.com continued to gain market share globally in the 2nd quarter as worldwide hotel room night reservations grew 44%, reflecting solid performance in the U.S., Europe and Asia.  Airline ticket sales grew 14% despite fee reductions introduced by our competitors during this period to compete with our low price positioning, and growth in rental car days was steady at 15%.  Internationally, our hotel business experienced gross travel bookings growth of 14%, or approximately 32% on a local currency basis.”

Looking forward, Mr. Boyd said, “Unemployment and the global economic downturn continue to affect travel spending, particularly high yield business travel, which places considerable strain on travel suppliers.  Suppliers have responded with promotions and discounts to spur leisure demand and we have offered distribution and advertising support for those efforts, which we believe has helped bolster occupancy and load factors.  Despite significant decreases in pricing,  priceline.com performed well in the first two quarters of this year and we believe our brands and service offerings have resonated with leisure travelers looking for the best value for their trips.

(more)

In the 3rd quarter, we intend to continue to invest in expansion of our international hotel platform, integration initiatives and marketing of our brands in an effort to offer consumers the best travel value and to offer suppliers value as a unique and efficient distribution channel.”

Forward Guidance

Priceline.com said it was targeting the following for 3rd quarter 2009:

·Year-over-year increase in total gross travel bookings of approximately 20% - 26%.

·Year-over-year increase in international gross travel bookings of approximately 21% - 29% (an increase of approximately 30% - 39% on a local currency basis).

·Year-over-year increase in domestic gross travel bookings of approximately 20%.

·Year-over-year increase in revenue of approximately 19% to 23%.

·Year-over-year increase in gross profit of approximately 23% to 27%.

·Pro forma EBITDA of approximately $178 million to $188 million.

·Pro forma net income of between $2.70 and $2.85 per diluted share.

The Company noted that because of the uncertainty of consumer behavior as a result of the worldwide recession, its actual performance during the 3rd quarter 2009 against the guidance above continued to be subject to greater variability than it had been in the past.

Pro forma guidance for the 3rd quarter 2009:

·excludes non-cash amortization expense of acquisition-related intangibles,

·excludes non-cash stock-based compensation expense,

·excludes non-cash interest expense and gains or losses on debt extinguishment, if any, recorded pursuant to the provisions of FSP APB 14-1,

·excludes non-cash income tax expense and reflects the impact on income taxes of certain of the pro forma adjustments,

·includes the anti-dilutive impact of the “Conversion Spread Hedges” (see “Non-GAAP Financial Measures” below) on diluted common shares outstanding  related to outstanding convertible notes, and

·includes the dilutive impact of additional shares of unvested restricted stock, restricted stock units and performance share units because pro forma net income has been adjusted to exclude stock-based compensation.

In addition, pro forma EBITDA excludes depreciation and amortization expense and includes the impact of foreign currency transactions and other expenses.

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When aggregated, the foregoing adjustments are expected to increase pro forma EBITDA over GAAP operating income by approximately $20 million in 3rd quarter 2009.

In addition, the foregoing adjustments are expected to increase pro forma net income over GAAP net income by approximately $30 million in the 3rd quarter 2009. On a per share basis, the Company estimates GAAP net income of approximately $2.15 to $2.30 per diluted share for the 3rd quarter 2009.

Effective January 1, 2009, we adopted FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments that May be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 requires cash settled convertible debt, such as our convertible senior notes, to be separated into debt and equity components at issuance and a value to be assigned to each.

The value assigned to the debt component is the estimated fair value, as of the issuance date, of a similar bond without the conversion feature. The difference between the bond cash proceeds and this estimated fair value, representing the value assigned to the equity component, is recorded as a debt discount and amortized to interest expense over the life of the bond. Although FSP APB 14-1 has no impact on our actual past or future cash flows, it requires us to adjust our previously issued financial statements and to record a significant amount of non-cash interest expense as the debt discount is amortized and may result in gains or losses on extinguishment that would not have occurred under previous GAAP.

The adoption of FSP APB 14-1 increased non-cash interest expense for the years ended December 31, 2008, 2007 and 2006 by approximately $26.1 million ($15.5 million net of tax), $28.2 million ($16.6 million net of tax), and $5.4 million ($3.2 million net of tax), respectively, and is estimated to increase fiscal year 2009 non-cash interest expense by approximately $18.4 million ($10.8 million net of tax), excluding the impact of future debt conversions, if any. The adoption of FSP APB 14-1 increased non-cash interest expense in the three months ended June 30, 2009 and 2008 by $4.8 million ($2.8 million net of tax) and $7.2 million ($4.2 million net of tax), respectively.

Information About Forward-Looking Statements

This press release contains forward-looking statements. These forward-looking statements reflect the views of the Company’s management regarding current expectations and projections about future events and are based on currently available information and current foreign currency exchange rates. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed, implied or forecasted in any such

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forward-looking statements. Expressions of future goals and similar expressions including, without limitation, “may,” “will,” “should,” “could,” “expects,” “does not currently expect,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” or “continue,” reflecting something other than historical fact are intended to identify forward-looking statements. The following factors, among others, could cause the Company’s actual results to differ materially from those described in the forward-looking statements:

· adverse changes in general market conditions for leisure and other travel services as a result of, among other things, decreased consumer spending, general economic downturn, terrorist attacks, natural disasters or adverse weather, the bankruptcy or insolvency of a major airline, or the outbreak of an epidemic or pandemic disease, such as the recent swine flu outbreak;

· adverse changes in the Company’s relationships with airlines and other product and service providers and vendors which could include, without limitation, the withdrawal of suppliers from the priceline.com system (either priceline.com’s “retail” or “opaque” services, or both) and/or the loss or reduction of global distribution fees;

· fluctuations in foreign exchange rates and other risks associated with doing business in multiple currencies;

· the effects of increased competition, including the potential impact of increased pricing competition initiated by other on-line travel agents toward the end of 1st quarter 2009 in the form of reduced booking fees and/or the launch by competitors of an “opaque” travel offering;

· an adverse outcome in one or more of the hotel occupancy and other tax proceedings in which the Company is involved;

· a change by a major search engine to its search engine algorithms that negatively affects the search engine ranking of the company or its 3rd party distribution partners;

· our ability to expand successfully in international markets;

· the ability to attract and retain qualified personnel;

· difficulties integrating recent or future acquisitions, such as the 4th quarter 2007 acquisition of Agoda, including ensuring the effectiveness of the design and operation of internal controls and disclosure controls of acquired businesses;

· the occurrence of an external or internal security breach of our systems or other Internet based systems involving personal customer information, credit card information or other sensitive data;

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· systems-related failures and/or security breaches, including, without limitation, “denial-of-service” type attacks on our system, any security breach that results in the theft, transfer or unauthorized disclosure of customer information, or the failure to comply with various state laws applicable to the company’s obligations in the event of such a breach; and

·legal and regulatory risks.

For a detailed discussion of these and other factors that could cause the Company’s actual results to differ materially from those described in the forward-looking statements, please refer to the Company’s most recent Form 10-Q, Form 10-K and Form 8-K filings with the Securities and Exchange Commission. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Measures

Pro forma EBITDA represents GAAP operating income excluding depreciation and amortization expense, plus foreign currency transactions and other expense and the pro forma adjustments relating to stock-based compensation expense and payroll taxes related to stock-based compensation described below.

Pro forma EBITDA, pro forma net income and pro forma net income per share are “non-GAAP financial measures,” as such term is defined by the Securities and Exchange Commission, and may differ from non-GAAP financial measures used by other companies. Priceline.com believes that pro forma EBITDA, pro forma net income and pro forma net income per share that exclude certain non-cash or non-recurring income or expense items are useful for analysts and investors to evaluate priceline.com’s future on-going performance because they enable a more meaningful comparison of priceline.com’s projected cash earnings and performance with its historical results from prior periods. These pro forma metrics, in particular pro forma EBITDA and pro forma net income, are not intended to represent funds available for priceline.com’s discretionary use and are not intended to represent or to be used as a substitute for operating income, net income or cash flows from operations data as measured under GAAP. The items excluded from these pro forma metrics, but included in the calculation of their closest GAAP equivalent, are significant components of consolidated statements of income and must be considered in performing a comprehensive assessment of overall financial performance. Pro forma financial information is adjusted for the following items:

·Amortization expense of acquisition-related intangibles is excluded because it does not impact cash earnings.

·Stock-based compensation expense is excluded because it does not impact cash earnings and is reflected in earnings per share through increased share count.

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·Payroll tax expense related to stock-based compensation is excluded for 2008 because the expense is driven primarily by stock option exercise and share award vesting activity and the market price of priceline.com’s common stock and often shows volatility unrelated to operating results.  As of January 1, 2009, we no longer exclude payroll tax expense related to stock-based compensation due to its relative insignificance to our consolidated financial statements.

·Interest expense related to the amortization of debt discount and gains or losses on debt extinguishment recorded in 2009, and in 2008 on a retrospective basis, pursuant to the provisions of FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments that May be Settled in Cash upon Conversion (Including Partial Cash Settlement)” are excluded because they are non-cash in nature. Pursuant to the provisions of FSP APB 14-1, certain debt issuance costs were reclassified to equity and are therefore no longer amortized in GAAP or pro forma earnings (as of January 1, 2009).

·Net income attributable to non-controlling interests is adjusted for the impact of certain of the pro forma adjustments described above.

·For calculating pro forma net income per share:

·net income is adjusted for the impact of the pro forma adjustments described above.

·fully diluted share count is adjusted to include the anti-dilutive impact of “Conversion Spread Hedges” related to priceline.com’s convertible securities that increase the effective conversion price of the currently outstanding 0.50% convertible notes due 2011 and 0.75% convertible notes due 2013 from their stated $40.38 conversion price to an effective conversion price of $50.47 per share.

Under GAAP, the anti-dilutive impact of the Conversion Spread Hedges is not reflected on the outstanding diluted share count until the end of the hedge in 2011 and 2013 if and when shares are delivered.

·all unvested shares of restricted common stock, restricted stock units and performance share units are included in the calculation of pro forma net income per share because pro forma net income has been adjusted to exclude stock-based compensation expense.

The presentation of this financial information should not be considered in isolation or as a substitute for the financial information prepared and presented in accordance with generally accepted accounting principles in the United States. The attached financial and statistical supplement reconciles pro forma financial information with priceline.com’s financial results under GAAP.

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About Priceline.com® Incorporated

Priceline.com Incorporated (Nasdaq: PCLN) www.priceline.com provides online travel services in 29 languages in 78 countries in Europe, North America, Asia, the Middle East and Africa. Included in the priceline.com family of companies is Booking.com, a leading international online hotel reservation service, priceline.com, a leading U.S. online travel service for value-conscious leisure travelers, and Agoda.com, an Asian online hotel reservation service.  Priceline.com believes that Booking.com is Europe’s largest and fastest growing hotel reservation service, with a network of affiliated Web sites. Booking.com operates in over 70 countries in 24 languages and offers its customers access to over 71,000 participating hotels worldwide.

In the U.S., priceline.com gives customers more ways to save on their airline tickets, hotel rooms, rental cars, vacation packages and cruises than any other Internet travel service. In addition to getting great published prices, leisure travelers can narrow their searches using priceline.com’s TripFilter advanced search technology, customize their search activity through priceline.com’s Inside Track features, create packages to save even more money, and take advantage of priceline.com’s famous Name Your Own Price® service, which can deliver the lowest prices available.  Priceline.com operates the following travel websites: Travelweb.com, Lowestfare.com, RentalCars.com and BreezeNet.com. Priceline.com also licenses its business model to independent licensees.

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Press Contact:

Brian Ek 203-299-8167  brian.ek@priceline.com

Investor Relations Contact:

Matthew Tynan 203-299-8487 matt.tynan@priceline.com

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priceline.com Incorporated

UNAUDITED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

				December 31,
	June 30,			2008
	2009			As Adjusted
ASSETS
Current assets:
Cash and cash equivalents	$	333,449		$	364,550
Restricted cash	1,283			2,528
Short-term investments	256,119			98,888
Accounts receivable, net of allowance for doubtful accounts of $7,715 and $8,429, respectively	150,045			92,328
Prepaid expenses and other current assets	37,278			23,463
Deferred income taxes	18,821			12,142
Total current assets	796,995			593,899
Property and equipment, net	29,669			29,404
Intangible assets, net	183,042			193,231
Goodwill	347,221			326,863
Deferred income taxes	130,224			153,955
Other assets	5,186			15,069
Total assets	$	1,492,337		$	1,312,421
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	77,168		$	46,290
Accrued expenses and other current liabilities	101,974			77,713
Deferred merchant bookings	41,718			29,664
Convertible debt	297,878			317,910
Total current liabilities	518,738			471,577
Deferred taxes	46,584			48,933
Other long-term liabilities	20,961			18,010
Total liabilities	586,283			538,520
Convertible debt	58,602			75,075
Stockholders’ equity:
Common stock, $0.008 par value, authorized 1,000,000,000 shares, 48,937,460, and 47,664,766 shares issued, respectively	377			367
Treasury stock, 6,841,811 and 6,685,048 shares, respectively	(506,793		)	(493,555		)
Additional paid-in capital	2,217,085			2,176,556
Accumulated deficit	(852,111		)	(944,145		)
Accumulated other comprehensive income	(11,106		)	(40,397		)
Total stockholders’ equity	847,452			698,826
Total liabilities and stockholders’ equity	$	1,492,337		$	1,312,421

priceline.com Incorporated

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
				2008						2008
	2009			As Adjusted			2009			As Adjusted
Merchant revenues	$	392,822		$	336,230		$	729,856		$	625,388
Agency revenues	204,485			173,249			324,711			283,181
Other revenues	6,434			4,497			11,232			8,586
Total revenues	603,741			513,976			1,065,799			917,155
Cost of revenues	298,503			260,251			552,231			482,327
Gross profit	305,238			253,725			513,568			434,828
Operating expenses:
Advertising - Offline	11,053			9,928			21,819			21,959
Advertising - Online	90,107			72,860			158,223			130,661
Sales and marketing	20,691			19,930			39,110			36,263
Personnel, including stock-based compensation of $11,264, $9,077, $21,858, and $19,016, respectively	44,864			39,644			84,374			76,528
General and administrative	14,728			14,209			29,516			25,995
Information technology	4,697			5,136			9,225			9,286
Depreciation and amortization	9,723			11,064			19,084			21,417
Total operating expenses	195,863			172,771			361,351			322,109
Operating income	109,375			80,954			152,217			112,719
Other income (expense):
Interest income	483			2,905			1,224			7,077
Interest expense	(6,505		)	(9,521		)	(13,310		)	(19,582		)
Foreign currency transactions and other	(3,880		)	(11		)	(63		)	(5,095		)
Total other income (expense)	(9,902		)	(6,627		)	(12,149		)	(17,600		)
Earnings before income taxes and equity in income (loss) of investees	99,473			74,327			140,068			95,119
Income tax expense	(32,495		)	(23,258		)	(48,036		)	(29,764		)
Equity in income (loss) of investees	33			(77		)	2			(166		)
Net income	67,011			50,992			92,034			65,189
Less: net income attributable to noncontrolling interests	—			1,154			—			1,575
Net income applicable to common stockholders of priceline.com Incorporated	$	67,011		$	49,838		$	92,034		$	63,614
Net income applicable to common stockholders per basic common share	$	1.61		$	1.29		$	2.23		$	1.65
Weighted average number of basic common shares outstanding	41,661			38,768			41,334			38,496
Net income applicable to common stockholders per diluted common share	$	1.38		$	1.00		$	1.92		$	1.28
Weighted average number of diluted common shares outstanding	48,479			49,948			47,924			49,585

priceline.com Incorporated

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Six Months Ended
	June 30,
				2008
	2009			As Adjusted
OPERATING ACTIVITIES:
Net income	$	92,034		$	65,189
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	6,969			7,216
Amortization	12,115			14,473
Provision for uncollectible accounts, net	1,810			4,552
Deferred income taxes	18,549			4,296
Stock-based compensation expense	21,858			19,016
Amortization of debt issuance costs	1,002			1,304
Amortization of debt discount	10,236			14,916
(Gain) loss on extinguishment of debt	(3,130		)	41
Equity in (income) loss of investees	(2		)	166
Changes in assets and liabilities:
Accounts receivable	(55,322		)	(63,082		)
Prepaid expenses and other current assets	(751		)	(600		)
Accounts payable, accrued expenses and other current liabilities	59,668			64,116
Other	3,185			1,681
Net cash provided by operating activities	168,221			133,284
INVESTING ACTIVITIES:
Purchase of investments	(310,798		)	(102,855		)
Maturity of investments	162,045			135,203
Additions to property and equipment	(8,114		)	(7,027		)
Acquisitions and other equity investments, net of cash acquired	—			(531		)
Change in restricted cash	1,248			(1,623		)
Purchase of shares held by noncontrolling interest	—			(30,386		)
Net cash used in investing activities	(155,619		)	(7,219		)
FINANCING ACTIVITIES:
Payments related to conversion of senior notes	(36,505		)	(49,850		)
Repurchase of common stock	(13,238		)	(3,405		)
Proceeds from exercise of stock options	6,498			3,708
Excess tax benefit on stock-based compensation	1,342			1,077
Net cash used in financing activities	(41,903		)	(48,470		)
Effect of exchange rate changes on cash and cash equivalents	(1,800		)	8,114
Net increase / (decrease) in cash and cash equivalents	(31,101		)	85,709
Cash and cash equivalents, beginning of period	364,550			385,359
Cash and cash equivalents, end of period	$	333,449		$	471,068
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for income taxes	$	29,372		$	15,977
Cash paid during the period for interest	$	2,297		$	3,698

priceline.com Incorporated

UNAUDITED RECONCILIATION OF GAAP TO PRO FORMA FINANCIAL INFORMATION

(In thousands, except per share data)

		Three Months Ended June 30,						Six Months Ended June 30,
RECONCILIATION OF GAAP OPERATING INCOME					2008						2008
TO PRO FORMA EBITDA		2009			As Adjusted			2009			As Adjusted
	GAAP Operating income	$	109,375		$	80,954		$	152,217		$	112,719
(a)	Amortization of acquired intangible assets in Cost of revenues	—			—			—			272
(b)	Stock-based compensation	11,264			9,077			21,858			19,016
(c)	Stock-based compensation payroll taxes	—			186			—			673
(i)	Depreciation and amortization	9,723			11,064			19,084			21,417
(j)	Foreign currency transactions and other	(3,880		)	(11		)	(63		)	(5,094		)
(f)	(Gain) loss on extinguishment of debt	(260		)	41			(3,130		)	41
	Pro Forma EBITDA	$	126,222		$	101,311		$	189,966		$	149,044
		Three Months Ended June 30,						Six Months Ended June 30,
RECONCILIATION OF GAAP TO PRO FORMA NET INCOME APPLICABLE TO					2008						2008
COMMON STOCKHOLDERS		2009			As Adjusted			2009			As Adjusted
	GAAP Net income applicable to common stockholders of priceline.com Incorporated	$	67,011		$	49,838		$	92,034		$	63,614
(a)	Amortization of acquired intangible assets in Cost of revenues	—			—			—			272
(a)	Amortization of acquired intangible assets in Depreciation and amortization	6,210			7,456			12,115			14,201
(b)	Stock-based compensation	11,264			9,077			21,858			19,016
(c)	Stock-based compensation payroll taxes	—			186			—			673
(d)	Adjustments for the tax impact of certain of the pro forma adjustments and to exclude non-cash income taxes	9,717			4,955			17,148			4,019
(e)	Impact on noncontrolling interests of other pro forma adjustments	—			(252		)	—			(575		)
(f)	Amortization related to FSP APB 14-1	5,039			7,170			10,236			14,559
(f)	(Gain) loss on extinguishment of debt	(260		)	41			(3,130		)	41
	Pro Forma Net income applicable to common stockholders of priceline.com Incorporated	$	98,981		$	78,471		$	150,261		$	115,820
		Three Months Ended June 30,						Six Months Ended June 30,
RECONCILIATION OF GAAP TO PRO FORMA NET INCOME APPLICABLE TO					2008						2008
COMMON STOCKHOLDERS PER DILUTED COMMON SHARE		2009			As Adjusted			2009			As Adjusted
	GAAP weighted average number of diluted common shares outstanding	48,479			49,948			47,924			49,585
(g)	Adjustment for Conversion Spread Hedges	(677		)	(672		)	(797		)	(719		)
(h)	Adjustment for restricted stock, restricted stock units and performance units	1,196			1,229			1,117			1,135
	Pro Forma Weighted average number of diluted common shares outstanding	48,998			50,505			48,244			50,001
	Net income applicable to common stockholders per diluted common share
	GAAP	$	1.38		$	1.00		$	1.92		$	1.28
	Pro Forma	$	2.02		$	1.55		$	3.11		$	2.32

(a)	Amortization of acquired intangible assets is recorded in Cost of revenues and Depreciation and amortization.
(b)	Stock-based compensation is recorded in Personnel expense.
(c)	Stock-based compensation payroll taxes are recorded in General and administrative expense. As of January 1, 2009, we no longer exclude payroll tax expense related to stock-based compensation due to its relative insignificance to our consolidated financial statements.
(d)	Adjustments for the tax impact of certain of the pro forma adjustments and to exclude non-cash income taxes are recorded in Income tax expense.
(e)	Impact on noncontrolling interests of other pro forma adjustments are recorded in Net income attributable to noncontrolling interests.
(f)	Non-cash interest expense related to the amortization of debt discount and (gain) loss on debt extinguishment, pursuant to the provisions of FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments that May be Settled in Cash upon Conversion (Including Partial Cash Settlement)” are recorded in Interest expense and Foreign currency transactions and other, respectively.
(g)	Reflects the impact of the Conversion Spread Hedges that increase the effective conversion price of the currently outstanding Convertible Senior Notes due September 30, 2011 and the Convertible Senior Notes due September 30, 2013 from their stated $40.38 conversion price to an effective conversion price of $50.47 per share.  Under GAAP, the anti-dilutive impact of the Conversion Spread Hedges is not reflected on the outstanding diluted share count until the end of the hedge when shares are delivered.
(h)	All shares of restricted common stock, restricted stock units and performance share units are included in the calculation of pro forma net income per share because pro forma net income has been adjusted to exclude stock-based compensation expense.
(i)	Depreciation and amortization are excluded from Operating income to calculate EBITDA.
(j)	Foreign currency transactions and other are added to Operating income to calculate EBITDA.

priceline.com Incorporated

Statistical Data

In thousands

(Unaudited)

Gross Bookings	1Q07			2Q07			3Q07			4Q07			1Q08			2Q08			3Q08			4Q08			1Q09			2Q09
Domestic	$	478,812		$	547,787		$	602,205		$	525,571		$	720,968		$	872,284		$	799,578		$	688,923		$	851,157		$	964,464
International**	519,679			687,124			788,478			679,760			1,037,644			1,237,681			1,250,850			792,190			1,092,427			1,414,714
Total	$	998,491		$	1,234,911		$	1,390,683		$	1,205,331		$	1,758,612		$	2,109,965		$	2,050,427		$	1,481,113		$	1,943,584		$	2,379,178
Agency	$	710,528		$	919,260		$	1,042,619		$	912,698		$	1,370,119		$	1,656,775		$	1,603,693		$	1,108,024		$	1,469,956		$	1,824,618
Merchant**	287,963			315,651			348,064			292,633			388,493			453,190			446,734			373,089			473,628			554,560
Total	$	998,491		$	1,234,911		$	1,390,683		$	1,205,331		$	1,758,612		$	2,109,965		$	2,050,427		$	1,481,113		$	1,943,584		$	2,379,178
Year/Year Growth
Domestic	1.0		%	-4.0		%	19.3		%	24.2		%	50.6		%	59.2		%	32.8		%	31.1		%	18.1		%	10.6		%
International	90.5		%	92.7		%	97.9		%	113.0		%	99.7		%	80.1		%	58.6		%	16.5		%	5.3		%	14.3		%
excluding F/X impact	74.5		%	79.6		%	83.4		%	89.9		%	75.0		%	55.8		%	44.7		%	27.6		%	23.5		%	32.4		%
Agency	47.9		%	50.9		%	73.7		%	85.9		%	92.8		%	80.2		%	53.8		%	21.4		%	7.3		%	10.1		%
Merchant	8.1		%	-0.8		%	15.0		%	16.4		%	34.9		%	43.6		%	28.3		%	27.5		%	21.9		%	22.4		%
Total	33.7		%	33.2		%	54.0		%	62.4		%	76.1		%	70.9		%	47.4		%	22.9		%	10.5		%	12.8		%
Units Sold	1Q07			2Q07			3Q07			4Q07			1Q08			2Q08			3Q08			4Q08			1Q09			2Q09
Hotel Room-Nights	5,955			7,242			7,964			6,616			9,375			10,879			11,434			9,126			12,785			15,665
Year/Year Growth	43.4		%	45.0		%	52.0		%	55.1		%	57.4		%	50.2		%	43.6		%	38.0		%	36.4		%	44.0		%
Rental Car Days	2,003			2,278			2,338			2,002			2,612			2,815			2,333			2,224			3,014			3,237
Year/Year Growth	23.6		%	13.9		%	14.4		%	11.9		%	30.4		%	23.6		%	-0.2		%	11.1		%	15.4		%	15.0		%
Airline Tickets	639			687			819			790			1,169			1,362			1,186			1,135			1,496			1,551
Year/Year Growth	-12.2		%	-16.3		%	23.0		%	34.4		%	83.0		%	98.2		%	44.8		%	43.7		%	28.0		%	13.9		%
	1Q07			2Q07			3Q07			4Q07			1Q08			2Q08			3Q08			4Q08			1Q09			2Q09
Revenue	$	301,389		$	355,880		$	417,287		$	334,853		$	403,180		$	513,976		$	561,609		$	406,041		$	462,058		$	603,741
Year/Year Growth	24.6		%	15.7		%	33.1		%	28.8		%	33.8		%	44.4		%	34.6		%	21.3		%	14.6		%	17.5		%
Gross Profit	$	119,717		$	157,211		$	202,331		$	160,152		$	181,103		$	253,725		$	316,078		$	205,065		$	208,330		$	305,238
Year/Year Growth	65.7		%	48.6		%	63.8		%	60.9		%	51.3		%	61.4		%	56.2		%	28.0		%	15.0		%	20.3		%

Gross Bookings represent the total dollar value of travel booked, inclusive of taxes and fees.

** Includes $37.5 million, $32.4 million, $24.2 million, $24.6 million and $13.4 million of Agoda gross bookings in 4Q08, 3Q08, 2Q08, 1Q08 and 4Q07, respectively since acquisition on November 6, 2007.

priceline.com Incorporated

Estimated Impact of Share Price Movements on Weighted Average GAAP and Pro Forma Diluted Shares Outstanding

In millions

(Unaudited)

The following table is intended to demonstrate the estimated potential impact of share price movements on the number of equivalent shares included in the fully diluted share count used to calculate diluted earnings per share.  Actual results are likely to differ due to the impact of option exercises, equity repurchases, issuances and forfeitures of restricted stock, restricted stock units and performance share units, any conversions of our convertible notes and the elimination of the anti-dilutive impact of our conversion spread hedges associated with the convertible notes converted prior to maturity. The table below is for illustrative purposes only; the Company is unable to predict its future stock price and the Company’s stock could trade below or above the per share prices in the table below.

			Estimated Weighted Average Number of Diluted Shares Outstanding
			GAAP		Adjustments(1)		Pro Forma
			3Q09	2009	3Q09	2009	3Q09	2009
Closing Share Price Assumption(2)	$	60.00	48.0	47.2	0.4	0.3	48.4	47.5
	$	65.00	48.2	47.3	0.3	0.3	48.5	47.6
	$	70.00	48.3	47.4	0.4	0.4	48.7	47.8
	$	75.00	48.4	47.4	0.4	0.5	48.8	47.9
	$	80.00	48.5	47.5	0.4	0.4	48.9	47.9
	$	85.00	48.6	47.6	0.5	0.4	49.1	48.0
	$	90.00	48.7	47.7	0.5	0.4	49.2	48.1
	$	95.00	48.8	47.7	0.5	0.5	49.3	48.2
	$	100.00	48.9	47.8	0.5	0.5	49.4	48.3
	$	105.00	49.0	47.9	0.5	0.5	49.5	48.4
	$	110.00	49.0	47.9	0.6	0.6	49.6	48.5
	$	115.00	49.1	48.0	0.6	0.5	49.7	48.5
	$	120.00	49.2	48.1	0.5	0.5	49.7	48.6
	$	125.00	49.2	48.1	0.6	0.6	49.8	48.7
	$	130.00	49.3	48.2	0.6	0.5	49.9	48.7
	$	135.00	49.4	48.2	0.6	0.6	50.0	48.8
	$	140.00	49.4	48.3	0.6	0.5	50.0	48.8
	$	145.00	49.5	48.3	0.6	0.6	50.1	48.9
	$	150.00	49.5	48.4	0.7	0.6	50.2	49.0
	$	155.00	49.6	48.4	0.6	0.6	50.2	49.0
	$	160.00	49.6	48.5	0.7	0.6	50.3	49.1

(1) Reflects the anti-dilutive impact of the “Conversion Spread Hedges” associated with convertible notes that remain outstanding to

maturity and the dilutive impact of additional shares of unvested restricted stock, restricted stock units and performance shares units

because pro forma net income has been adjusted to exclude stock-based compensation.

(2) Estimated weighted average number of diluted shares outstanding is estimated as follows:

3Q09: Uses actual daily share prices from July 1, 2009 through August 7, 2009, and the closing share price assumption from August 10, 2009 through September 30, 2009.

2009:  Uses actual daily share prices from January 1, 2009 through August 7, 2009, and the closing share price assumption from August 10, 2009 through December 31, 2009.