Priceline.com Reports Financial Results for 2nd Quarter 2008

Gross travel bookings increase 71% year over year;

International gross travel bookings grow 80%,

Domestic gross travel bookings grow 59%
NORWALK, Conn.--(Business Wire)--
Priceline.com Incorporated(R) (Nasdaq: PCLN) today reported its
financial results for the 2nd quarter 2008. 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 70.9% year-over-year to $2.1 billion.

Priceline.com had GAAP revenues in the 2nd quarter of $514.0
million, a 44.4% increase over a year ago. The Company's international
operations contributed revenues in the 2nd quarter of $164.5 million,
an 82.0% increase versus a year ago. GAAP gross profit for the 2nd
quarter was $253.7 million, a 61.4% increase from the prior year.
Priceline.com had GAAP net income for the 2nd quarter of $54.1 million
or $1.08 per diluted share, compared to GAAP net income of $34.6
million or $0.79 per diluted share in the 2nd quarter 2007.

Priceline.com reported pro forma revenues in the 2nd quarter of
$514.0 million, a 45.4% increase over a year ago. Pro forma gross
profit for the 2nd quarter was $253.7 million, an increase of 63.8%
over the same period in the prior year. Pro forma EBITDA for the 2nd
quarter 2008 amounted to $101.3 million, an increase of 75.1% over a
year ago. Pro forma net income in the 2nd quarter was $78.5 million,
or $1.55 per diluted share, an increase of 39.6% over a year ago.
First Call analyst consensus for the 2nd quarter 2008 was $1.41 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 turned in an excellent quarter with consolidated
gross travel bookings growth of 71% despite macroeconomic
uncertainties and softening travel market trends," said Jeffery H.
Boyd, priceline.com's President and Chief Executive Officer. "Our
international business, which includes Booking.com and Agoda.com, had
$1.2 billion in 2nd quarter gross bookings, up 80.1% from last year.
The business continues to benefit from growth in participating hotels,
which at over 52,000 are up approximately 50% year-over-year,
geographic expansion, effective marketing and favorable foreign
exchange rates, which have driven growth in bookings and earnings."

Mr. Boyd continued, "Priceline's domestic business also posted a
strong quarter, with gross travel bookings up 59.2% over last year.
Our discounted domestic merchant services grew 36% as consumers sought
out travel deals and airlines and hotel companies used our Name Your
Own Price(R) and packages services to round out demand while
protecting needed yields. We also continued to promote our value brand
by chopping fees on published hotel sales, following up on last year's
elimination of booking fees on retail air tickets, and providing the
first Sunshine Guarantee, which protected customers if their vacation
was rained out."

Looking forward, Mr. Boyd said, "Economic uncertainty and high
fuel prices are affecting the broad travel market and significant
airline capacity reductions in the fall will also have a negative
impact. Through the first half of the year, we believe that the
positive trends impacting our domestic and international businesses
have overshadowed these negative influences. We believe these trends
position us for attractive top line and earnings growth for the
balance of the year and beyond."

Forward Guidance

For full year 2008, priceline said that it now expects to generate
approximately $7.55 billion to $7.90 billion in gross travel bookings.
Priceline expects pro forma EBITDA of $360 million to $380 million and
to earn approximately $5.50 to $5.85 of pro forma net income per
diluted share for full year 2008.

Priceline.com said it was targeting the following for 3rd quarter
2008:

-- Year-over-year increase in gross travel bookings of
approximately 44 - 54%.

-- Year-over-year increase in international gross travel bookings
of approximately 58 - 68%.

-- Year-over-year increase in revenue of approximately 30 - 35%.

-- Year-over-year increase in pro forma gross profit of
approximately 52 - 57%.

-- Pro forma EBITDA of approximately $133 million to $143
million.

-- Pro forma net income of between $2.00 and $2.15 per diluted
share.

Pro forma guidance for the 3rd quarter 2008:

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

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

-- excludes payroll tax expense related to stock-based
compensation,

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

-- 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 "Non-GAAP Financial Measures" below) on
outstanding diluted common shares outstanding, 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 and $80 million for 3rd quarter 2008 and full year 2008,
respectively.

In addition, the foregoing adjustments are expected to increase
pro forma net income over GAAP net income by approximately $24 million
for the 3rd quarter 2008 and by approximately $90 million for full
year 2008. On a per share basis, the Company estimates GAAP net income
of approximately $1.50 to $1.65 per diluted share for the 3rd quarter
2008 and approximately $3.75 to $4.10 per diluted share for full year
2008.

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:

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-- 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;

-- 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;

-- 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;

-- fluctuations in foreign exchange rates;

-- 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;

-- 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;
*T

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 applicable pro forma
adjustments described below.

Pro forma revenue, pro forma gross profit, 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
revenue, pro forma gross profit, 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:

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-- Cash expenses incurred in 1st quarter and 2nd quarter 2007
associated with the settlement of the 2000 securities litigation
is excluded because of the non-recurring nature of the settlement.

-- Cash benefit recorded in 1st and 2nd quarter 2007 associated with
the refund by the Internal Revenue Service of excise taxes paid on
merchant airline tickets is excluded because of its non-recurring
nature.

-- Amortization expense of acquisition-related intangibles is excluded
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 because they do not impact cash earnings and are
reflected in earnings per share through increased share count.

-- Payroll tax expense related to stock-based compensation is excluded
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.

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

-- 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 "Conversion Spread Hedges" related to
priceline.com's convertible securities that increase the
effective conversion price of the 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 when shares are
delivered.

-- All common stock warrants and 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 our preferred stock dividend and stock-based
compensation expense.
*T

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(R) Incorporated

Priceline.com Incorporated (Nasdaq: PCLN) www.priceline.com
provides online travel services in 21 languages in over 60 countries
in Europe, North America, Asia, the Middle East and Africa.
Priceline.com operates 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 65 countries in 18
languages and offers its customers access to over 52,000 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(R) service, which can
deliver the lowest prices available. 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.

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

June 30, December 31,
ASSETS 2008 2007
------------ ------------

Current assets:
Cash and cash equivalents $ 471,068 $ 385,359
Restricted cash 3,005 1,350
Short-term investments 80,153 122,499
Accounts receivable, net of allowance
for doubtful accounts of
$3,547 and $2,309, respectively 132,523 70,712
Prepaid expenses and other current
assets 36,436 33,080
------------ ------------
Total current assets 723,185 613,000

Long-term investments 14,894 2,451
Property and equipment, net 27,534 27,088
Intangible assets, net 192,555 182,748
Goodwill 311,200 287,159
Deferred taxes 203,397 218,519
Other assets 18,781 19,891
------------ ------------

Total assets $ 1,491,546 $ 1,350,856
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable $ 78,356 $ 47,708
Accrued expenses and other current
liabilities 82,504 59,589
Deferred merchant bookings 31,505 17,750
Convertible debt 520,076 569,796
------------ ------------
Total current liabilities 712,441 694,843

Deferred taxes 49,623 46,502
Other long-term liabilities 16,061 13,368
------------ ------------
Total liabilities 778,125 754,713
------------ ------------

Commitments and Contingencies
Minority interest (estimated fair value
redemption amount is $128,000
as of June 30, 2008) 17,005 17,036
------------ ------------

Stockholders' equity:
Common stock, $0.008 par value,
authorized 1,000,000,000 shares,
46,159,875, and 45,117,685 shares
issued, respectively 355 346
Treasury stock, 6,673,965 and 6,646,408
shares, respectively (492,511) (489,106)
Additional paid-in capital 2,147,728 2,124,029
Accumulated deficit (1,034,256) (1,106,506)
Accumulated other comprehensive income 75,100 50,344
------------ ------------
Total stockholders' equity 696,416 579,107
------------ ------------

Total liabilities and stockholders'
equity $ 1,491,546 $ 1,350,856
============ ============
*T

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priceline.com Incorporated
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(In thousands, except per share data)

Three Months Ended Six Months Ended
June 30, June 30,
------------------- -------------------
2008 2007 2008 2007
--------- --------- --------- ---------

Merchant revenues, including
$2,318 and $18,196 excise tax
refund for the three and six
months ended June 30, 2007,
respectively $336,230 $254,909 $625,388 $500,921
Agency revenues 173,249 98,344 283,181 152,855
Other revenues 4,497 2,627 8,586 3,493
--------- --------- --------- ---------
Total revenues 513,976 355,880 917,155 657,269

Cost of revenues (1) 260,251 198,669 482,327 380,341
--------- --------- --------- ---------

Gross profit 253,725 157,211 434,828 276,928
--------- --------- --------- ---------

Operating expenses:
Advertising - Offline 9,928 9,281 21,959 20,615
Advertising - Online 72,860 43,470 130,661 75,397
Sales and marketing 19,930 11,525 36,263 22,934
Personnel, including stock-
based compensation of
$9,077, $3,466, $19,016,
$6,632,respectively 39,644 23,435 76,528 44,926
General and administrative,
including net cost of
litigation settlement of
$381 and $55,239 for the
three and six months ended
June 30, 2007,
respectively, and stock-
based compensation payroll
taxes of $186, $94, $673,
$532, respectively 14,209 9,777 25,995 73,652
Information technology 5,136 3,152 9,286 6,063
Depreciation and
amortization 11,064 8,997 21,417 17,502
--------- --------- --------- ---------

Total operating expenses 172,771 109,637 322,109 261,089
--------- --------- --------- ---------

Operating income 80,954 47,574 112,719 15,839
--------- --------- --------- ---------

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 2,905 6,112 7,077 14,315
Interest expense (2,351) (2,484) (5,023) (4,954)
Foreign currency
transactions and other 30 (332) (5,053) (545)
--------- --------- --------- ---------
Total other income (expense) 584 3,296 (2,999) 8,816
--------- --------- --------- ---------

Earnings before income taxes,
equity in income (loss) of
investees and minority
interests 81,538 50,870 109,720 24,655
Income tax expense (26,211) (14,964) (35,729) (3,371)
Equity in income (loss) of
investees and minority
interests (1,231) (1,334) (1,741) (1,428)
--------- --------- --------- ---------
Net income 54,096 34,572 72,250 19,856
Preferred stock dividend - - - (1,555)
--------- --------- --------- ---------

Net income applicable to
common stockholders $ 54,096 $ 34,572 $ 72,250 $ 18,301
========= ========= ========= =========

Net income applicable to
common stockholders per basic
common share $ 1.40 $ 0.92 $ 1.88 $ 0.49
========= ========= ========= =========

Weighted average number of
basic common shares
outstanding 38,768 37,597 38,496 37,395
========= ========= ========= =========

Net income applicable to
common stockholders per
diluted common share $ 1.08 $ 0.79 $ 1.46 $ 0.43
========= ========= ========= =========

Weighted average number of
diluted common shares
outstanding 49,948 43,667 49,585 42,572
========= ========= ========= =========

------------------------------

(1) Cost of revenues entirely reflect Name Your Own Price(R)
transactions whose revenues are recorded "gross" with a corresponding
cost of revenue while retail transactions are recorded "net" with no
corresponding cost of revenues.
*T

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priceline.com Incorporated
RECONCILIATION OF GAAP TO PRO FORMA FINANCIAL INFORMATION
(unaudited)
(In thousands, except per share data)

RECONCILIATION OF GAAP TO PRO Three Months Ended Six Months Ended
FORMA REVENUES June 30 June 30
------------------- -------------------
2008 2007 2008 2007
--------- --------- --------- ---------

GAAP Revenues $513,976 $355,880 $917,155 $657,269

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

--------- --------- --------- ---------
Pro Forma Revenues $513,976 $353,562 $917,155 $639,073
========= ========= ========= =========

RECONCILIATION OF GAAP TO PRO Three Months Ended Six Months Ended
FORMA GROSS PROFIT June 30 June 30
------------------- -------------------
2008 2007 2008 2007
--------- --------- --------- ---------

GAAP Gross profit $253,725 $157,211 $434,828 $276,928

(a) Airline excise tax refund - (2,318) - (18,196)
(b) Amortization of acquired
intangible assets in
Cost of revenues - - 272 -

--------- --------- --------- ---------
Pro Forma Gross profit $253,725 $154,893 $435,100 $258,732
========= ========= ========= =========

RECONCILIATION OF GAAP Three Months Ended Six Months Ended
OPERATING INCOME June 30 June 30
------------------- -------------------
TO PRO FORMA EBITDA 2008 2007 2008 2007
--------- --------- --------- ---------

GAAP Operating income $ 80,954 $ 47,574 $112,719 $ 15,839

(a) Airline excise tax refund - (2,318) - (18,196)
(c) Stock-based compensation 9,077 3,466 19,016 6,632
(d) Securities litigation
settlement, net of
insurance contribution - 381 - 55,239
(d) Stock-based compensation
payroll taxes 186 94 673 532
(k) Amortization of acquired
intangible assets in
Cost of revenues - - 272 -
(k) Depreciation and
amortization 11,064 8,997 21,417 17,502
(l) Foreign currency
transactions and other 30 (332) (5,053) (545)

--------- --------- --------- ---------
Pro Forma EBITDA $101,311 $ 57,862 $149,044 $ 77,003
========= ========= ========= =========

RECONCILIATION OF GAAP TO PRO Three Months Ended Six Months Ended
FORMA NET INCOME June 30 June 30
------------------- -------------------
2008 2007 2008 2007
--------- --------- --------- ---------

GAAP Net income $ 54,096 $ 34,572 $ 72,250 $ 18,301

(a) Airline excise tax refund - (2,318) - (18,196)
(b) Amortization of acquired
intangible assets in
Cost of revenues - - 272 -
(b) Amortization of acquired
intangible assets in
Depreciation and
amortization 7,456 6,294 14,201 12,207
(c) Stock-based compensation 9,077 3,466 19,016 6,632
(d) Securities litigation
settlement, net of
insurance contribution - 381 - 55,239
(d) Stock-based compensation
payroll taxes 186 94 673 532
(e) Accrued interest income
on excise tax refund - (483) - (3,270)
(f) Adjustments for the tax
impact of certain of the
pro forma adjustments
and to exclude non-cash
income taxes 7,908 5,600 9,983 (7,702)
(g) Impact on minority
interests of other pro
forma adjustments (252) (264) (575) (572)
(h) Preferred stock dividend - - - 1,555

--------- --------- --------- ---------
Pro Forma Net income $ 78,471 $ 47,342 $115,820 $ 64,726
========= ========= ========= =========

Three Months Ended Six Months Ended
June 30 June 30
------------------- -------------------
RECONCILIATION OF GAAP TO PRO
FORMA NET INCOME PER DILUTED
COMMON SHARE 2008 2007 2008 2007
--------- --------- --------- ---------

GAAP Weighted average
number of diluted common
shares outstanding 49,948 43,667 49,585 42,572

(i) Adjustment for Conversion
Spread Hedges (672) (1,454) (719) (1,595)
(j) Adjustment for warrants
and restricted stock 1,229 473 1,135 471

--------- --------- --------- ---------
Pro Forma Weighted
average number of
diluted common shares
outstanding 50,505 42,686 50,001 41,448
========= ========= ========= =========

Net income applicable to
common stockholders per
diluted common share
GAAP $ 1.08 $ 0.79 $ 1.46 $ 0.43
========= ========= ========= =========

Pro Forma $ 1.55 $ 1.11 $ 2.32 $ 1.56
========= ========= ========= =========

(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 stock-based compensation
payroll taxes are recorded in General and administrative
expense.
(e) Accrued interest income on airline excise tax refund is recorded
in Interest income.
(f) 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.
(g) Impact on minority interests of other pro forma adjustments are
recorded in Equity in income (loss) of investees and minority
interests.
(h) Preferred stock dividend is recorded in the respective expense
line item.
(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,
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 our preferred
stock dividend and stock-based compensation expense.
(k) Depreciation and amortization are excluded from Operating income
to calculate EBITDA.
(l) Foreign currency transactions and other are added to Operating
income to calculate EBITDA.
*T

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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 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
--------- -------------- ---------
3Q08 2008 3Q08 2008 3Q08 2008
---- ---- ------- ------ ---- ----
Closing Share Price
Assumption(2) $75.00 48.2 48.7 0.2 0.3 48.4 49.0
$80.00 48.4 48.8 0.2 0.3 48.6 49.1
$85.00 48.6 48.9 0.3 0.3 48.8 49.2
$90.00 48.7 49.0 0.3 0.3 49.0 49.4
$95.00 48.9 49.1 0.3 0.4 49.2 49.5
$100.00 49.1 49.2 0.3 0.4 49.4 49.6
$105.00 49.2 49.3 0.4 0.4 49.6 49.7
$110.00 49.4 49.4 0.4 0.4 49.7 49.8
$115.00 49.5 49.5 0.4 0.4 49.9 49.9
$120.00 49.6 49.5 0.4 0.4 50.0 50.0
$125.00 49.7 49.6 0.5 0.4 50.2 50.1
$130.00 49.8 49.7 0.5 0.5 50.3 50.1
$135.00 49.9 49.7 0.5 0.5 50.4 50.2
$140.00 50.1 49.8 0.5 0.5 50.6 50.3
$145.00 50.1 49.9 0.5 0.5 50.7 50.4
$150.00 50.2 49.9 0.5 0.5 50.8 50.4
$155.00 50.3 50.0 0.6 0.5 50.9 50.5
$160.00 50.4 50.1 0.6 0.5 51.0 50.6
$165.00 50.5 50.1 0.6 0.5 51.1 50.6
$170.00 50.6 50.2 0.6 0.5 51.2 50.7
$175.00 50.6 50.2 0.6 0.5 51.3 50.8

(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) Estimated weighted average number of diluted shares
outstanding is estimated as follows:
3Q08: Uses actual daily share prices from July 1, 2008 through August
4, 2008, and the closing share price assumption from August 5, 2008
through September 30, 2008.
2008: Uses actual daily share prices from January 1, 2008 through
August 4, 2008, and the closing share price assumption from August 5,
2008 through December 31, 2008.
*T

-0-
*T
priceline.com Incorporated
----------------------------------------------------------------------
Statistical Data
In thousands
(Unaudited)

Gross Bookings 1Q06 2Q06 3Q06 4Q06 1Q07
--------------- ---------- ---------- ---------- ---------- ----------

Domestic $474,007 $570,757 $504,752 $423,275 $478,812
International** 272,814 356,593 398,416 319,136 519,679
---------- ---------- ---------- ---------- ----------
Total $746,821 $927,350 $903,168 $742,410 $998,491

Agency $480,506 $609,284 $600,406 $491,070 $710,528
Merchant** 266,315 318,066 302,762 251,340 287,963
---------- ---------- ---------- ---------- ----------
Total $746,821 $927,350 $903,168 $742,410 $998,491

Year/Year
Growth
---------------
Domestic 8.3% 16.0% 13.1% 11.9% 1.0%
International 279.4% 360.0% 141.7% 101.4% 90.5%
excluding
F/X impact 313.8% 361.5% 131.8% 86.3% 74.5%

Agency 98.6% 128.7% 74.9% 51.6% 47.9%
Merchant -0.6% 5.0% 13.0% 18.1% 8.1%

Total 46.5% 62.8% 47.8% 38.3% 33.7%

Units Sold 1Q06 2Q06 3Q06 4Q06 1Q07
--------------- ---------- ---------- ---------- ---------- ----------

Airline Tickets 728 821 666 588 639
Year/Year
Growth -2.6% 4.1% -2.0% 0.9% -12.2%

Hotel Room-
Nights 4,153 4,995 5,238 4,265 5,955
Year/Year
Growth 62.5% 82.5% 49.7% 43.7% 43.4%

Rental Car Days 1,621 2,000 2,044 1,789 2,003
Year/Year
Growth 26.8% 30.3% 20.8% 36.1% 23.6%

1Q06 2Q06 3Q06 4Q06 1Q07
---------- ---------- ---------- ---------- ----------

Revenue $241,914 $307,651 $313,467 $260,071 $301,389
Year/Year
Growth 3.7% 15.4% 21.1% 27.5% 24.6%

Gross Profit $72,231 $105,804 $123,547 $99,517 $119,717
Year/Year
Growth 25.2% 62.2% 54.4% 53.3% 65.7%

Gross Bookings 2Q07 3Q07 4Q07 1Q08 2Q08
--------------- ---------- ---------- ---------- ---------- ----------

Domestic $547,787 $602,205 $525,571 $720,968 $872,284
International** 687,124 788,478 679,760 1,037,644 1,237,681
---------- ---------- ---------- ---------- ----------
Total $1,234,911 $1,390,683 $1,205,331 $1,758,612 $2,109,965

Agency $919,260 $1,042,619 $912,698 $1,370,119 $1,656,775
Merchant** 315,651 348,064 292,633 388,493 453,190
---------- ---------- ---------- ---------- ----------
Total $1,234,911 $1,390,683 $1,205,331 $1,758,612 $2,109,965

Year/Year
Growth
---------------
Domestic -4.0% 19.3% 24.2% 50.6% 59.2%
International 92.7% 97.9% 113.0% 99.7% 80.1%
excluding
F/X impact 79.6% 83.4% 89.9% 75.0% 55.8%

Agency 50.9% 73.7% 85.9% 92.8% 80.2%
Merchant -0.8% 15.0% 16.4% 34.9% 43.6%

Total 33.2% 54.0% 62.4% 76.1% 70.9%

Units Sold 2Q07 3Q07 4Q07 1Q08 2Q08
--------------- ---------- ---------- ---------- ---------- ----------

Airline Tickets 687 819 790 1,169 1,362
Year/Year
Growth -16.3% 23.0% 34.4% 83.0% 98.2%

Hotel Room-
Nights 7,242 7,964 6,616 9,375 10,879
Year/Year
Growth 45.0% 52.0% 55.1% 57.4% 50.2%

Rental Car Days 2,278 2,338 2,002 2,612 2,815
Year/Year
Growth 13.9% 14.4% 11.9% 30.4% 23.6%

2Q07 3Q07 4Q07 1Q08 2Q08
---------- ---------- ---------- ---------- ----------

Revenue $355,880 $417,287 $334,853 $403,180 $513,976
Year/Year
Growth 15.7% 33.1% 28.8% 33.8% 44.4%

Gross Profit $157,211 $202,331 $160,152 $181,103 $253,725
Year/Year
Growth 48.6% 63.8% 60.9% 51.3% 61.4%

Gross Bookings represent the total dollar value of travel booked,
inclusive of taxes and fees.
** Includes $24.2 million, $24.6 million and $13.4 million of Agoda
gross bookings in 2Q08, 1Q08 and 4Q07, respectively since acquisition
on November 6, 2007.
*T

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

Copyright Business Wire 2008