Priceline.com Incorporated (Nasdaq: PCLN) today reported its financial results for the 2^nd quarter 2009. Gross travel bookings for the 2^nd 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 2^nd quarter of $603.7 million, a 17.5% increase over a year ago. The Company’s international operations contributed revenues in the 2^nd 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 2^nd quarter was $305.2 million, a 20.3% increase from the prior year. The Company’s international operations contributed gross profit in the 2^nd 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 2^nd quarter 2009 was $109.4 million, a 35.1% increase from the prior year. Priceline.com had GAAP net income for the 2^nd 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 2^nd quarter 2009 was $126.2 million, an increase of 24.6% over a year ago. Pro forma net income in the 2^nd 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 2^nd 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 2^nd 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 2^nd 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. In the 3^rd 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 3^rd 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 3^rd 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 3^rd 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.

When aggregated, the foregoing adjustments are expected to increase pro forma EBITDA over GAAP operating income by approximately $20 million in 3^rd 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 3^rd 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 3^rd 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 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 1^st 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 3^rd 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 4^th 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;

-- 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.

• 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.

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.

Priceline.com Incorporated
Press:
Brian Ek, 203-299-8167
brian.ek@priceline.com
OR
Investor Relations:
Matthew Tynan, 203-299-8487
matt.tynan@priceline.com