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Priceline.com Reports Financial Results for 2nd Quarter 2007

Gross travel bookings increase 33% year over year; International gross travel bookings grow 93% versus 2006

NORWALK, Conn.--(BUSINESS WIRE)--Aug. 7, 2007--Priceline.com Incorporated (Nasdaq: PCLN) today reported its financial results for the 2nd quarter 2007. 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, rose 33% year-over-year to $1.2 billion.

Priceline.com had GAAP revenues in the 2nd quarter of $355.9 million, a 15.7% increase over a year ago. Priceline.com's GAAP gross profit for the 2nd quarter was $157.2 million, up 48.6% from the prior year. Priceline.com had GAAP net income for the 2nd quarter 2007 of $34.6 million or $0.79 per diluted share, which compares to a $12.5 million or $0.28 per diluted share in the same period a year ago.

Priceline.com reported pro forma revenues in the 2nd quarter of $353.6 million, a 14.9% increase over a year ago. Pro forma gross profit for the 2nd quarter 2007 was $154.9 million, an increase of 45.9% over the same period in the prior year. Pro forma net income for the quarter was $47.3 million or $1.11 per diluted share, which compares to $23.0 million, or $0.55 per diluted share in the same period a year ago. First Call analyst consensus for the 2nd quarter 2007 was $0.89 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.

"Priceline.com's earnings performance in the second quarter exceeded our previous expectations for both the international and domestic businesses," said priceline.com President and Chief Executive Officer Jeffery H. Boyd. "Internationally, Booking.com's results were driven by 93% growth in gross bookings, which continues to outperform market growth rates. Domestic gross bookings fell within the range of our guidance, but earnings growth exceeded our expectations due to strong organic growth in merchant hotel and rental cars and more efficient marketing."

"Based on the strength we have seen in our international and domestic businesses as the summer unfolds, we are increasing our guidance for the balance of the year," Mr. Boyd said. "In particular, we believe the scale we have achieved in worldwide hotel sales and our low-cost leadership has provided us with opportunities to grow organically and geographically which are reflected in our recent reported results. We intend to continue our vigorous pursuit of those opportunities going forward."

Forward Guidance

Priceline.com said it was targeting the following for 3rd quarter 2007:

    --  Year-over-year increases in overall gross travel bookings of
        approximately 43% to 46%.

    --  Year-over-year increases in gross travel bookings from
        Booking.com of approximately 85% to 90%.

    --  Year-over-year increase in pro forma revenue of approximately
        20% to 25%.

    --  Year-over-year increase in pro forma gross profit of
        approximately 50% to 54%.

    --  Pro forma net income of between $1.21 and $1.31 per diluted
        share.

In view of the company's stronger than expected performance in the 2nd quarter 2007, priceline.com revised its full year guidance as follows:

    --  Consolidated gross travel bookings of $4.50 to $4.65 billion

    --  International gross travel bookings of $2.45 to $2.55 billion

    --  Pro forma net income of between $3.50 and $3.65 per diluted
        share

    Pro forma guidance for the 3rd quarter and full year 2007:

    --  excludes cash expenses associated with the settlement of the
        2000 securities litigation,

    --  excludes the cash benefit associated with the refund of excise
        taxes (and related accrued interest) paid on merchant airline
        tickets,

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

    --  excludes non-cash stock-based compensation expense,

    --  excludes option payroll tax expense,

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

    --  excludes non-cash preferred stock dividends,

    --  includes the additional impact on minority interest expense of
        the pro forma adjustments described above,

    --  includes the anti-dilutive impact of the "Conversion Spread
        Hedges" (see below) on outstanding diluted common shares
        outstanding, and

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

When aggregated, the foregoing adjustments are expected to increase pro forma net income over GAAP net income by approximately $13 million for the 3rd quarter 2007 and $70 million for full-year 2007. On a per share basis, the Company estimates GAAP net income of approximately $0.90 to $1.00 per diluted share for the 3rd quarter 2007 and GAAP net income of approximately $1.82 to $1.97 per diluted share for the full-year 2007.

The Financial Accounting Standards Board ("FASB") is expected to propose a FASB Staff Position ("FSP") that would significantly impact the accounting for convertible debt. The proposal would require cash settled convertible debt 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 would be 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 would be recorded as a debt discount and amortized to interest expense over the life of the bond. Although the FSP would have no impact on priceline.com's actual past or future cash flows, it would require priceline.com to record a significant amount of non-cash interest expense as the debt discount is amortized. As a result, there would be a material adverse impact on priceline's reported GAAP results of operations and earnings per share. The expected proposal, if approved, is likely to become effective January 1, 2008 for priceline and require retrospective application.

About Priceline.com(R) Incorporated

Priceline.com Incorporated (Nasdaq: PCLN) operates priceline.com, a leading U.S. online travel service for value-conscious leisure travelers, and Booking.com, a leading international online hotel reservation service.

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 the best published prices, leisure travelers can narrow their searches using priceline.com's TripFilter(TM) advanced search technology, create packages to save even more money, and take advantage of priceline.com's famous Name Your Own Price(R) service, which can deliver the lowest prices available.

Booking.com operates one of Europe's fastest growing hotel reservation services through a network of affiliated Web sites. Booking.com operates in 53 countries in 15 languages and offers its customers access to approximately 35,000 participating hotels worldwide.

Priceline.com also operates the following travel websites: Travelweb.com, Lowestfare.com, RentalCars.com and BreezeNet.com. Priceline.com also has a personal finance service that offers home mortgages, refinancing and home equity loans through an independent licensee. Priceline.com licenses its business model to independent licensees, including priceline mortgage and certain international licensees.

    For more information about priceline.com:

    To book flights http://www.priceline.com/flights/

    To book hotels http://www.priceline.com/hotels/

    To book rental cars http://www.priceline.com/rentalcars/

    To book a vacation package
http://www.priceline.com/vacationpackages/

To book a cruise http://www.pricelinecruiseoutlet.com


    To see our PriceBreakers deals:
http://www.priceline.com/pricebreakers

    To check our travel guides:
http://travela.priceline.com/travelguides/

    To watch our TV ads:
http://www.priceline.com/promo/shatner_pcln_negotiator.asp

Other priceline.com affiliated sites include:


    General travel information and trip planning
http://www.mytravelguide.com

    Travel reservations http://www.lowestfare.com

    http://www.travelweb.com

    Rental cars http://www.RentalCars.com

    http://www.BreezeNet.com

    European hotels http://www.booking.com

    http://www.priceline.co.uk

    Information About Forward-Looking Statements

This press release may contain forward-looking statements. 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, "goal," "believe(s)," "intend," "expect(s)," "will," "may," "should," "could," "plan(s)," "anticipate(s)," "estimate(s)," "predict(s)," "potential," "target(s)," 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, terrorist attacks, natural disasters or advese weather, the bankruptcy or insolvency of a major airline, decreased consumer spending, general economic downturn or the outbreak of an epidemic or pandemic disease;

-- 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;

    -- the effects of increased competition;

    -- fluctuations in foreign exchange rates;

    -- our ability to expand successfully in international markets;

-- systems-related failures and/or security breaches, including without limitation, 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;

-- difficulties integrating recent or future acquisitions, including ensuring the effectiveness of the design and operation of internal controls and disclosure controls of acquired businesses;

-- 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;

    -- legal and regulatory risks; and

    -- the ability to attract and retain qualified personnel.

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 revenue, Pro forma gross profit, 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 revenue, pro forma gross profit, 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 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. Pro forma financial information is adjusted for the following items:


    --  Cash expenses associated with the settlement of the 2000
        securities litigation are excluded because of the
        non-recurring nature of the settlement.

    --  Cash benefit associated with the refund of excise taxes paid
        (and related accrued interest) on merchant airline tickets is
        excluded because of its non-recurring nature.

    --  Amortization expense of acquisition-related intangibles is
        excluded from pro forma gross profit and pro forma net income
        because it does not impact cash earnings.

    --  Stock-based compensation expense and the non-cash expense
        associated with the payment of preferred stock dividends are
        excluded from pro forma net income because they do not impact
        cash earnings and are reflected in earnings per share through
        increased share counts.

    --  Option payroll tax expense is excluded because the expense is
        driven primarily by stock option exercise activity and the
        market price of priceline.com's common stock and often shows
        volatility unrelated to operating results.

    --  The restructuring charge, net is excluded because it can
        impact comparability of earnings with historical results from
        prior periods.

    --  Income tax expense is adjusted for the tax impact of certain
        of the pro forma adjustments described above and to exclude
        tax expense recorded where no actual tax payments are owed
        because of available net operating loss carryforwards.

    --  Minority interest is adjusted for the impact of certain of the
        pro forma adjustments described above.

    --  Finally, 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 the Conversion Spread Hedges that
       increase the effective conversion price of the 2011 Notes and
       2013 Notes 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.
    -- fully diluted share count in 2006 is adjusted to exclude the
       impact of EITF 04-08 ("Effect of Contingently Convertible Debt
       on Diluted Earnings per Share"), because the common stock that
       underlie priceline.com's 1% Convertible Senior Notes and
       priceline.com's 2.25% Convertible Senior Notes were not
       issuable because our common stock did not trade above the
       respective contingent conversion prices.
    -- All common stock warrants and shares of restricted common stock
       are included in the calculation of pro forma net income per
       share because pro forma net income has been adjusted to exclude
       our preferred stock dividend and 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.

                      priceline.com Incorporated
                     CONSOLIDATED BALANCE SHEETS
                             (unaudited)
           (In thousands, except share and per share data)

                                               June 30,   December 31,
ASSETS                                           2007         2006
                                             ------------ ------------

Current assets:
 Cash and cash equivalents                   $   426,521  $   423,577
 Restricted cash                                   2,691        2,459
 Short-term investments                           22,410        7,983
 Accounts receivable, net of allowance for
  doubtful accounts of $1,558 and $1,651,
  respectively                                    76,831       48,536
 Prepaid expenses and other current assets        23,919       20,534
                                             ------------ ------------
   Total current assets                          552,372      503,089

Property and equipment, net                       22,137       21,691
Intangible assets, net                           152,241      152,925
Goodwill                                         236,612      226,707
Deferred taxes                                   184,086      179,392
Other assets                                      20,216       21,844
                                             ------------ ------------

   Total assets                              $ 1,167,664  $ 1,105,648
                                             ============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable                            $    58,999  $    49,032
 Accrued expenses and other current
  liabilities                                     50,094       46,872
 Deferred merchant bookings                       10,698        4,768
 Convertible debt                                569,161            -
                                             ------------ ------------
   Total current liabilities                     688,952      100,672

Deferred taxes                                    40,327       39,714
Other long-term liabilities                       11,957       11,885
Minority interest                                 21,226       22,486
Convertible debt                                       -      568,865
                                             ------------ ------------
   Total liabilities                             762,462      743,622
                                             ------------ ------------


Series B mandatorily redeemable preferred
 stock, $0.01 par value, 80,000 authorized
 shares; $1,000 liquidation value per share;
 80,000 shares issued and 0 and 13,470 shares
 outstanding, respectively                             -       13,470

Stockholders' equity:
 Common stock, $0.008 par value, authorized
  1,000,000,000 shares, 44,627,642 and
  43,215,712 shares issued, respectively             343          331
 Treasury stock, 6,633,639 and 6,603,050
  shares, respectively                          (488,098)    (486,468)
 Additional paid-in capital                    2,101,654    2,070,379
 Accumulated deficit                          (1,243,732)  (1,262,033)
 Accumulated other comprehensive income           35,035       26,347
                                             ------------ ------------
   Total stockholders' equity                    405,202      348,556
                                             ------------ ------------

  Total liabilities and stockholders' equity $ 1,167,664  $ 1,105,648
                                             ============ ============
                      priceline.com Incorporated
                CONSOLIDATED STATEMENTS OF OPERATIONS
                             (unaudited)
                (In thousands, except per share data)


                               Three Months Ended   Six Months Ended
                                    June 30,            June 30,
                               ------------------- -------------------
                                 2007      2006      2007      2006
                               --------- --------- --------- ---------

Merchant revenues, including
 $2,318 and $18,196 excise tax
 refund for the three and six
 months ended June 30, 2007,
 respectively                  $254,909  $250,524  $500,921  $460,962
Agency revenues                  98,344    55,892   152,855    86,273
Other revenues                    2,627     1,235     3,493     2,329
                               --------- --------- --------- ---------
     Total revenues             355,880   307,651   657,269   549,564
                               --------- --------- --------- ---------

Cost of merchant revenues       198,669   201,847   380,341   371,530
Cost of agency revenues               -         -         -         -
Cost of other revenues                -         -         -         -
                               --------- --------- --------- ---------
     Total costs of revenues    198,669   201,847   380,341   371,530
                               --------- --------- --------- ---------

Gross profit                    157,211   105,804   276,928   178,034
                               --------- --------- --------- ---------

Operating expenses:
Advertising - Offline             9,281     8,861    20,615    18,298
Advertising - Online             43,470    30,493    75,397    52,354
Sales and marketing              11,525    10,708    22,934    20,290
Personnel, including stock-
 based compensation of $3,466,
 $3,717, $6,632, $6,734,
 respectively                    23,435    18,757    44,926    35,211
General and administrative,
 including net cost of
 litigation settlement of $381
 and $55,239 in 2007, and
 option payroll taxes of $94,
 $130, $532, $219,
 respectively                     9,777     7,256    73,652    12,993
Information technology            3,152     2,332     6,063     4,639
Depreciation and amortization     8,997     8,360    17,502    16,306
Restructuring charge, net             -         -         -       135
                               --------- --------- --------- ---------

     Total operating expenses   109,637    86,767   261,089   160,226
                               --------- --------- --------- ---------

Operating income                 47,574    19,037    15,839    17,808
                               --------- --------- --------- ---------

Other income (expense):
Interest income, including
 $483 and $3,270 of interest
 on excise tax refund for the
 three and six months ended
 June 30, 2007, respectively      6,112     2,121    14,315     3,696
Interest expense                 (2,484)   (1,554)   (4,954)   (3,053)
Other                              (332)     (622)     (545)     (511)
                               --------- --------- --------- ---------
     Total other income
      (expense)                   3,296       (55)    8,816       132
                               --------- --------- --------- ---------

Earnings before income taxes,
 equity in income (loss) of
 investees and minority
 interests                       50,870    18,982    24,655    17,940
Income tax expense              (14,964)   (5,578)   (3,371)   (4,836)
Equity in income (loss) of
 investees and minority
 interests                       (1,334)     (887)   (1,428)     (686)
                               --------- --------- --------- ---------
Net income                       34,572    12,517    19,856    12,418
Preferred stock dividend              -         -    (1,555)     (865)
                               --------- --------- --------- ---------

Net income applicable to
 common stockholders           $ 34,572  $ 12,517  $ 18,301  $ 11,553
                               ========= ========= ========= =========

Net income applicable to
 common stockholders per basic
 common share                  $   0.92  $   0.32  $   0.49  $   0.29
                               ========= ========= ========= =========

Weighted average number of
 basic common shares
 outstanding                     37,597    39,481    37,395    39,432
                               ========= ========= ========= =========

Net income applicable to
 common stockholders per
 diluted
    common share               $   0.79  $   0.28  $   0.43  $   0.28
                               ========= ========= ========= =========

Weighted average number of
 diluted common shares
 outstanding                     43,667    46,993    42,572    43,309
                               ========= ========= ========= =========
                      priceline.com Incorporated
                 RECONCILIATION OF GAAP TO PRO FORMA
                             (unaudited)
                (In thousands, except per share data)


                               Three Months Ended   Six Months Ended
                               ------------------- -------------------
RECONCILIATION OF GAAP TO PRO  June 30,  June 30,  June 30,  June 30,
 FORMA REVENUE                    2007      2006      2007      2006
                               --------- --------- --------- ---------

    GAAP Revenue               $355,880  $307,651  $657,269  $549,564

 (a)Airline excise tax refund    (2,318)        -   (18,196)        -


                               --------- --------- --------- ---------
    Pro Forma Revenue          $353,562  $307,651  $639,073  $549,564
                               ========= ========= ========= =========

                               Three Months Ended   Six Months Ended
                               ------------------- -------------------
RECONCILIATION OF GAAP TO PRO  June 30,  June 30,  June 30,  June 30,
 FORMA GROSS PROFIT               2007      2006      2007      2006
                               --------- --------- --------- ---------

    GAAP Gross Profit          $157,211  $105,804  $276,928  $178,034

 (a)Airline excise tax refund    (2,318)        -   (18,196)        -
 (b)Amortization of acquired
     intangible assets in Cost
     of revenues                      -       340         -       680

                               --------- --------- --------- ---------
    Pro Forma Gross Profit     $154,893  $106,144  $258,732  $178,714
                               ========= ========= ========= =========

                               Three Months Ended   Six Months Ended
                               ------------------- -------------------
RECONCILIATION OF GAAP TO PRO  June 30,  June 30,  June 30,  June 30,
 FORMA NET INCOME                 2007      2006      2007      2006
                               --------- --------- --------- ---------

    GAAP Net Income            $ 34,572  $ 12,517  $ 18,301  $ 11,553

 (a)Airline excise tax refund    (2,318)        -   (18,196)        -
 (b)Amortization of acquired
     intangible assets in Cost
     of revenues                      -       340         -       680
 (b)Amortization of acquired
     intangible assets in
     Depreciation and
     amortization                 6,294     5,774    12,207    11,334
 (c)Stock-based compensation      3,466     3,717     6,632     6,734
 (d)Securities litigation
     settlement, net of
     insurance contribution         381         -    55,239         -
 (d)Stock option payroll taxes       94       130       532       219
 (e)Accrued interest income on
     excise tax refund             (483)        -    (3,270)        -
 (f)Restructuring charge, net         -         -         -       135
 (g)Adjustments for the tax
     impact of certain of the
     pro forma adjustments and
     to exclude non-cash income
     taxes                        5,600       903    (7,702)     (188)
 (h)Impact on minority
     interests of other pro
     forma adjustments             (264)     (381)     (572)     (765)
 (f)Preferred stock dividend          -         -     1,555       865

                               --------- --------- --------- ---------
    Pro Forma Net Income       $ 47,342  $ 23,000  $ 64,726  $ 30,567
                               ========= ========= ========= =========

                               Three Months Ended   Six Months Ended
                               ------------------- -------------------
RECONCILIATION OF GAAP TO PRO
 FORMA NET INCOME PER DILUTED  June 30,  June 30,  June 30,  June 30,
 COMMON SHARE                     2007      2006      2007      2006
                               --------- --------- --------- ---------

    GAAP Weighted average
     number of diluted common
     shares outstanding          43,667    46,993    42,572    43,309

 (i)Adjustment for Conversion
     Spread Hedges               (1,454)        -    (1,595)        -
 (j)Adjustment for warrants and
     restricted stock               473       530       471     1,171
 (k)Adjustment for impact of
     EITF 04-08 on Convertible
     debt                             -    (5,760)        -    (3,125)

                               --------- --------- --------- ---------
    Pro Forma Weighted average
     number of diluted common
     shares outstanding          42,686    41,763    41,448    41,355
                               ========= ========= ========= =========

    Net income applicable to common
     stockholders per diluted common
     share:
 (l)          GAAP             $   0.79  $   0.28  $   0.43  $   0.28
                               ========= ========= ========= =========

              Pro Forma        $   1.11  $   0.55  $   1.56  $   0.74
                               ========= ========= ========= =========


 (a)Airline excise tax refund is recorded in Merchant Revenue
 (b)Amortization of acquired intangible assets is recorded in Cost of
     revenues and Depreciation and amortization
 (c)Stock-based compensation is recorded in Personnel expense
 (d)Securities litigation settlement and option payroll taxes are
     recorded in General and administrative expense
 (e)Accrued interest income on excise tax refund is recorded in
     Interest income
 (f)Restructuring charge and Preferred stock dividend are recorded in
     those respective expense line items
 (g)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
 (h)Impact on minority interests of other pro forma adjustments are
     recorded in Equity in income (loss) of investees and minority
     interests
 (i)Reflects the impact of the Conversion Spread Hedges that increase
     the effective conversion price of the 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

 (j)All common stock warrants and shares of restricted common stock
     are included in the calculation of pro forma net income per share
     because pro forma net income has been adjusted to exclude our
     preferred stock dividend and stock-based compensation expense

 (k)Excludes the dilutive impact of convertible debt pursuant to EITF
     04-08 for convertible debt because the common stock underlying
     the convertible debt was not issuable since our common stock did
     not trade above the contingent conversion prices

 (l)Net income amounts used to calculate GAAP diluted earnings per
     share are adjusted to add back interest expense on convertible
     senior notes and preferred stock dividend in periods where the
     underlying shares are included in GAAP weighted average number of
     diluted common shares outstanding
priceline.com Incorporated
----------------------------------------------------------------------
Orbitz Related Data
In thousands
(Unaudited)

RECONCILIATION OF GAAP TO PRO FORMA DOMESTIC GROSS PROFIT(a)

                          Three Months Ended      Six Months Ended
                         --------------------- -----------------------
                         June 30,   June 30,    June 30,    June 30,
                            2007       2006        2007        2006
                         ---------- ---------- ----------- -----------
    GAAP Domestic Gross
     Profit              $  69,157  $  59,709  $  142,680  $  110,364

(b) Airline excise tax
     refund                 (2,318)         -     (18,196)          -
(c) Amortization of
     acquired intangible
     assets in Cost of
     revenues                    -        340           -         680

                         ---------- ---------- ----------- -----------
    Pro Forma Domestic
     Gross Profit        $  66,839  $  60,049  $  124,484  $  111,044
                         ========== ========== =========== ===========


RECONCILIATION OF PRO FORMA DOMESTIC GROSS PROFIT TO PRO FORMA
 DOMESTIC GROSS PROFIT EXCLUDING ORBITZ

                          Three Months Ended      Six Months Ended
                         --------------------- -----------------------
                         June 30,   June 30,    June 30,    June 30,
                            2007       2006        2007        2006
                         ---------- ---------- ----------- -----------
    Pro Forma Domestic
     Gross Profit        $  66,839  $  60,049  $  124,484  $  111,044

    Orbitz Related Gross
     Profit                      -     (5,978)          -     (10,503)

                         ---------- ---------- ----------- -----------
    Pro Forma Domestic
     Gross Profit
     Excluding Orbitz    $  66,839  $  54,071  $  124,484  $  100,541
                         ========== ========== =========== ===========


RECONCILIATION OF DOMESTIC GROSS TRAVEL BOOKINGS TO DOMESTIC GROSS
 TRAVEL BOOKINGS EXCLUDING ORBITZ

                          Three Months Ended      Six Months Ended
                         --------------------- -----------------------
                         June 30,   June 30,    June 30,    June 30,
                            2007       2006        2007        2006
                         ---------- ---------- ----------- -----------
    Domestic Gross
     Bookings            $ 547,787  $ 570,758  $1,026,599  $1,044,765

    Orbitz Related Gross
     Bookings                    -    (44,150)          -     (76,175)

                         ---------- ---------- ----------- -----------
    Domestic Gross
     Bookings Excluding
     Orbitz              $ 547,787  $ 526,608  $1,026,599  $  968,590
                         ========== ========== =========== ===========


RECONCILIATION OF DOMESTIC GROSS TRAVEL BOOKINGS EXCLUDING ORBITZ TO
 DOMESTIC NON-AIR GROSS TRAVEL BOOKINGS EXCLUDING ORBITZ

                          Three Months Ended      Six Months Ended
                         --------------------- -----------------------
                         June 30,   June 30,    June 30,    June 30,
                            2007       2006        2007        2006
                         ---------- ---------- ----------- -----------
    Domestic Gross
     Bookings Excluding
     Orbitz              $ 547,787  $ 526,608  $1,026,599  $  968,590

    Air Gross Bookings
     Excluding Orbitz     (216,965)  (251,543)   (400,661)   (453,256)

                         ---------- ---------- ----------- -----------
    Domestic Non-Air
     Gross Bookings
     Excluding Orbitz    $ 330,822  $ 275,065  $  625,938  $  515,334
                         ========== ========== =========== ===========


 (a)Includes domestic gross profit that is generated through gross
     bookings associated with intercompany arrangements between
     priceline.com and Booking.com.
 (b)Airline excise tax refund is recorded in Merchant Revenue.
 (c)Amortization of acquired intangible assets is recorded in Cost of
     revenues.
priceline.com Incorporated
----------------------------------------------------------------------
Statistical Data
Dollar and unit data in thousands


Gross Bookings     3Q05     4Q05     1Q06     2Q06     3Q06     4Q06
---------------- -------- -------- -------- -------- -------- --------

Domestic         $446,232 $378,301 $474,007 $570,757 $504,752 $423,275
International     164,822  158,460  272,814  356,593  398,416  319,136
                 -------- -------- -------- -------- -------- --------
Total            $611,054 $536,761 $746,821 $927,350 $903,168 $742,410

Agency           $343,214 $323,900 $480,506 $609,284 $600,406 $491,070
Merchant          267,840  212,861  266,315  318,066  302,762  251,340
                 -------- -------- -------- -------- -------- --------
Total            $611,054 $536,761 $746,821 $927,350 $903,168 $742,410

Year/Year Growth
----------------
Domestic             5.0%     3.0%     8.3%    16.0%    13.1%    11.9%
International     1474.3%   223.5%   279.4%   360.0%   141.7%   101.4%
excluding F/X
 impact           1475.6%   250.8%   313.8%   361.5%   131.8%    86.3%


Agency             118.7%    63.9%    98.6%   128.7%    74.9%    51.6%
Merchant            -3.8%    -2.6%    -0.6%     5.0%    13.0%    18.1%

Total               40.4%    29.0%    46.5%    62.8%    47.8%    38.3%


Units Sold         3Q05     4Q05     1Q06     2Q06     3Q06     4Q06
---------------- -------- -------- -------- -------- -------- --------

Airline Tickets       680      582      728      821      666      588
Year/Year Growth    -6.2%    -9.6%    -2.6%     4.1%    -2.0%     0.9%

Hotel Room-
 Nights             3,499    2,968    4,153    4,995    5,238    4,265
Year/Year Growth    67.7%    47.8%    62.5%    82.5%    49.7%    43.7%

Rental Car Days     1,692    1,315    1,621    2,000    2,044    1,789
Year/Year Growth    24.0%    23.4%    26.8%    30.3%    20.8%    36.1%


                   3Q05     4Q05     1Q06     2Q06     3Q06     4Q06
                 -------- -------- -------- -------- -------- --------

Revenue          $258,797 $203,913 $241,914 $307,651 $313,467 $260,071
Year/Year Growth     9.7%     4.6%     3.7%    15.4%    21.1%    27.5%

Gross Profit      $80,002  $64,919  $72,231 $105,804 $123,547  $99,517
Year/Year Growth    56.5%    30.1%    25.2%    62.2%    54.4%    53.3%


Gross Bookings                                       1Q07      2Q07
----------------                                   -------- ----------

Domestic                                           $478,812   $547,787
International                                       519,679    687,124
                                                   -------- ----------
Total                                              $998,491 $1,234,911

Agency                                             $710,528   $919,260
Merchant                                            287,963    315,651
                                                   -------- ----------
Total                                              $998,491 $1,234,911

Year/Year Growth
----------------
Domestic                                               1.0%      -4.0%
International                                         90.5%      92.7%
excluding F/X
 impact                                               74.5%      79.6%


Agency                                                47.9%      50.9%
Merchant                                               8.1%      -0.8%

Total                                                 33.7%      33.2%


Units Sold                                           1Q07      2Q07
----------------                                   -------- ----------

Airline Tickets                                         639        687
Year/Year Growth                                     -12.2%     -16.3%

Hotel Room-
 Nights                                               5,955      7,242
Year/Year Growth                                      43.4%      45.0%

Rental Car Days                                       2,003      2,278
Year/Year Growth                                      23.6%      13.9%


                                                     1Q07      2Q07
                                                   -------- ----------

Revenue                                            $301,389   $355,880
Year/Year Growth                                      24.6%      15.7%

Gross Profit                                       $119,717   $157,211
Year/Year Growth                                      65.7%      48.6%



Gross Bookings represent the total dollar value of travel booked,
 inclusive of taxes and fees.
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 and any conversions of our convertible bonds. 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
                       -------------- ----------------- --------------
                       3Q07 2007 2008 3Q07  2007  2008  3Q07 2007 2008
                       ---- ---- ---- ----- ----- ----- ---- ---- ----
Closing Share
 Price
 Assumption(2)  $50.00 43.4 42.7 42.3 (1.1) (1.2) (1.3) 42.3 41.6 41.1
                $55.00 44.0 43.1 43.4 (1.1) (1.1) (1.2) 42.9 42.0 42.2
                $60.00 44.4 43.5 44.2 (1.0) (1.0) (1.0) 43.4 42.4 43.2
                $65.00 44.9 43.8 44.9 (0.9) (1.0) (0.9) 43.9 42.8 44.0
                $70.00 45.2 44.1 45.6 (0.9) (0.9) (0.8) 44.4 43.2 44.7
                $75.00 45.6 44.4 46.1 (0.8) (0.9) (0.8) 44.8 43.5 45.4
                $80.00 45.9 44.7 46.6 (0.8) (0.9) (0.7) 45.2 43.8 45.9
                $85.00 46.2 45.0 47.0 (0.7) (0.8) (0.6) 45.5 44.1 46.4
                $90.00 46.5 45.2 47.4 (0.7) (0.8) (0.6) 45.8 44.4 46.8
                $95.00 46.8 45.4 47.7 (0.6) (0.7) (0.5) 46.1 44.7 47.2
               $100.00 47.0 45.7 48.0 (0.6) (0.7) (0.5) 46.4 44.9 47.5



1) Reflects the anti-dilutive impact of the "Conversion Spread Hedges"
 and the dilutive impact of additional warrants and shares of unvested
 restricted stock and restricted stock units because pro forma net
 income has been adjusted to exclude preferred stock dividend and
 stock-based compensation.

2) Weighted average number of diluted shares outstanding is estimated
 using actual daily share prices through August 6th and the closing
 share price assumption indicated for all other trading days in the
 period.

3Q07: Uses actual daily share prices from July 1, 2007 through August
 6, 2007, and the closing share price assumption from August 7, 2007
 through September 30, 2007.
2007: Uses actual daily share prices from Jan 1, 2007 through August
 6, 2007, and the closing share price assumption from August 7, 2007
 through December 31, 2007.
2008: Assumes the closing share price assumption from January 1, 2008
 through December 31, 2008.

CONTACT: Priceline.com Incorporated
Press Information:
Brian Ek, 203-299-8167
brian.ek@priceline.com
SOURCE: Priceline.com Incorporated

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