8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 23, 2007

priceline.com Incorporated

(Exact name of registrant as specified in its charter)

Delaware	0-25581	06-1528493
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

800 Connecticut Avenue, Norwalk, Connecticut	06854
(Address of principal office)	(zip code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.Regulation FD Disclosure

On May 23, 2007, at approximately 8:45 a.m. (Pacific Time), Jeffery H. Boyd, priceline.com Incorporated’s President and Chief Executive Officer, will be presenting at the Goldman Sachs Eighth Annual Internet Conference to be held at The Bellagio in Las Vegas, Nevada. Mr. Boyd’s presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K. Attached as Exhibit 99.2 is a reconciliation of pro forma information included in Mr. Boyd’s presentation to priceline.com’s financial results under GAAP. A copy of a press release issued by priceline.com on May 23, 2007 is attached as Exhibit 99.2 and contains, among other things, updated 2007 financial guidance.

The information in the attached presentation and press release contains forward-looking statements relating to priceline.com’s performance during 2007. Readers are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements are based upon information available to priceline.com on the date this report was submitted. Priceline.com undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A more thorough discussion of certain factors which may affect priceline.com’s operating results is included in priceline.com’s recent filings with the Securities and Exchange Commission, including priceline.com’s Annual Report on Form 10-K for the twelve months ended December 31, 2006 and priceline.com’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2007.

The information in this Item 7.01 (including Exhibits 99.1, 99.2 and 99.3 hereto) shall not be treated as “filed” for purposes of the Securities Exchange Act of 1934, as amended.

Item 9.01.                        Exhibits

(c) Exhibits

99.1	Presentation at the Goldman Sachs Eighth Annual Internet Conference held in Las Vegas, Nevada.
99.2	Reconciliation of pro forma information included in Mr. Boyd’s presentation to financial results under GAAP.
99.3	Press release issued by priceline.com Incorporated on May 23, 2007 which includes, among other things, updated 2007 financial guidance.

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SIGNATURES

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

PRICELINE.COM INCORPORATED
By:	/s/ Jeffery H. Boyd
	Name:  Jeffery H. Boyd
	Title:    President and Chief                Executive Officer

Date:  May 23, 2007

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Presentation at the Goldman Sachs Eighth Annual Internet Conference held in Las Vegas, Nevada.
99.2	Reconciliation of pro forma information included in Mr. Boyd’s presentation to financial results under GAAP.
99.3	Press release issued by priceline.com Incorporated on May 23, 2007 which includes, among other things, updated 2007 financial guidance.

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EX-99.1

Exhibit 99.1

Goldman, Sachs & Co. 8th Annual Internet Conference May 2007 Priceline.com® no one deals like we do SM

Disclosure Regarding Forward-Looking Statements Priceline.com would like to remind you that this presentation contains 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, “believe(s),” “intend(s),” “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 our 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 the result of, among other things, terrorist attacks, natural disasters, or the outbreak of an epidemic or pandemic disease; adverse changes in our relationships with airlines and other product and service providers which could include, without limitation, the withdrawal of suppliers from the priceline.com system (either priceline.com’s retail or “opaque” services, or both); the loss or reduction of global distribution fees; the bankruptcy or insolvency of another major domestic airline; the effects of increased competition; 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 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 third party distribution partners; legal and regulatory risks; and the ability to attract and retain qualified personnel. These factors and others are described in the section entitled “Risk Factors” in our public filings.  We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. However, you should carefully review the reports and documents we file or furnish from time to time with the Securities and Exchange Commission, particularly our annual report on Form 10-K, our quarterly reports on Form 10-Q and any current reports on Form 8-K.

Mission Statement To be the leading European on-line hotel reservation service for leisure and unmanaged business travel To be the leading on-line travel business for value-conscious leisure travelers in North America

Booking.com Highlights Over 32,000 hotels, up 8K yr/yr, in 54 countries Content and customer service available in 15 languages Customer and supplier friendly model 2006 Organic Gross Bookings Growth Rate: 111%(1) 1Q07 Gross Bookings Growth Rate: 91% 1) Organic growth assumes acquired business was owned throughout 2005.

Booking.com Market Opportunity Europe population of 810M vs. U.S. at 302M(1) Europe Internet penetration of 38.9% vs. U.S. at 69.9%(1) The number of individuals without internet access in Europe is over 400 million greater than that in U.S.(1) Europeans on average have 6.9 holiday and vacation weeks per year vs. Americans at 3.9(2) Hotel stays facilitated by ease and low cost of intra-Europe air travel Over 75% of European air passenger traffic is intra-Europe(3) 1Q07, LCCs in Europe generated 470 new weekly return flights(3) Source: www.internetworldstats.com Source: Harvard Institute of Economic Research: Work and Leisure in the U.S. and Europe Source: European Commission – Air Transport Market

Booking.com Supply Environment Independents 75%(1) 1) Source: PhocusWright Chains 25%(1)

Multi-Lingual Demand Paris: English Paris: Italian Paris: French Paris: Spanish Paris: Dutch Paris: German

Booking.com Opportunities Geographic and supply expansion Europe online travel growth Integration between US and European business

Priceline.com Highlights Differentiated opaque services appeal to deal-driven travelers 23% growth in Q1 pro forma domestic gross profit excluding Orbitz business Earnings growth from merchant volume and marketing efficiency Decline in airline ticket sales and margin Please see priceline.com's Form 8-K dated May 23, 2007 which reconciles pro forma financial information with financial results under GAAP .

Name Your Own Price® Savings Air Hotel Rental Car Vacations

Priceline.com Opportunities Continuous product improvement New mapping functionality (aerial view, pan and zoom) Exclusive Zagat Survey content

Priceline.com Opportunities International travel Brand building

Consolidated Gross Bookings ($ in thousands) * Reflects midpoint of $4.1B to $4.25B consolidated gross bookings guidance. 25.8% 49.1% 32.0% 52.0% (4.7%) 33.7% $0 $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 $3,500,000 $4,000,000 $4,500,000 2003 2004 2005 2006 2007* 1Q06 1Q07

International Gross Bookings ($ in thousands) * Reflects midpoint of $2.27B to $2.35B international gross bookings guidance. 90.5% NM 603.9% 625.2% 185.0% 71.5% $0 $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 2003 2004 2005 2006 2007* 1Q06 1Q07

LTM International Organic(1) Gross Bookings 1) Assumes Booking.com owned for all periods presented. $0 $200,000 $400,000 $600,000 $800,000 $1,000,000 $1,200,000 $1,400,000 $1,600,000 $1,800,000 4Q04 1Q05 2Q05 3Q05 4Q05 1Q06 2Q06 3Q06 4Q06 1Q07 0.0% 20.0% 40.0% 60.0% 80.0% 100.0% 120.0% LTM Gross Bookings (000s) Year/Year Growth %

Domestic Gross Bookings ($ in thousands) * Reflects midpoint of $1.83B to $1.90B domestic gross bookings guidance. 1.0% (5.5%) 47.3% 8.1% 12.5% (5.5%) $0 $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 2003 2004 2005 2006 2007* 1Q06 1Q07

Historical Orbitz Relationship 2004 - 2006: Orbitz private label of Priceline’s price-disclosed merchant hotel service 2006: Priceline is exclusive provider of opaque services on Orbitz

Domestic Gross Bookings (excl. Orbitz) ($ in thousands) * Reflects midpoint of $1.830B to $1.900B domestic gross bookings guidance. page 18 8.3% 42.4% (5.5%) 8.0% 8.2% 1.8% $0 $200,000 $400,000 $600,000 $800,000 $1,000,000 $1,200,000 $1,400,000 $1,600,000 $1,800,000 $2,000,000 2003 2004 2005 2006 2007* 1Q06 1Q07

Non-Air Domestic Gross Bookings (excl. Orbitz) ($ in thousands) page 19 22.8% 16.8% 11.0% 39.9% 39.2% $0 $200,000 $400,000 $600,000 $800,000 $1,000,000 $1,200,000 2003 2004 2005 2006 1Q06 1Q07

Consolidated Pro Forma Gross Profit ($ in thousands) Please see priceline.com's Form 8-K dated May 23, 2007 which reconciles pro forma financial information with financial results under GAAP. . (17.9%) (7.8%) 37.8% 34.2% 48.6% 43.1% $0 $50,000 $100,000 $150,000 $200,000 $250,000 $300,000 $350,000 $400,000 $450,000 2002 2003 2004 2005 2006 1Q06 1Q07

International Pro Forma Gross Profit ($ in thousands) Please see priceline.com's Form 8-K dated May 23, 2007 which reconciles pro forma financial information with financial results under GAAP. . NM 643.0% 165.7% 115.5% $0 $20,000 $40,000 $60,000 $80,000 $100,000 $120,000 $140,000 $160,000 $180,000 $200,000 2002 2003 2004 2005 2006 1Q06 1Q07

Domestic Pro Forma Gross Profit ($ in thousands) Please see priceline.com's Form 8-K dated May 23, 2007 which reconciles pro forma financial information with financial results under GAAP. . 12.4% (17.9%) (7.8%) 31.6% 5.5% 9.8% $0 $50,000 $100,000 $150,000 $200,000 $250,000 2002 2003 2004 2005 2006 1Q06 1Q07

Domestic Pro Forma Gross Profit (excl. Orbitz) ($ in thousands) Please see priceline.com's Form 8-K dated May 23, 2007 which reconciles pro forma financial information with financial results under GAAP. . page 23 (17.9%) (7.8%) 24.3% 5.3% 6.3% 23.4% $0 $50,000 $100,000 $150,000 $200,000 $250,000 2002 2003 2004 2005 2006 1Q06 1Q07

Pro Forma Net Income per Share 6 Year CAGR: 66% * Reflects midpoint of $2.90-$3.10 pro forma net income per share guidance. Please see priceline.com's Form 8-K dated May 23, 2007 which reconciles pro forma financial information with financial results under GAAP. . $0.24 $0.48 $0.96 $1.37 $2.03 $3.00 $0.00 $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 $3.50 2002 2003 2004 2005 2006 2007*

Global Scale in Online Hotel Sales 6 million global room night sales in Q1; larger than Orbitz and Travelocity Number one in Europe online hotel sales Strong relationships with international chains and independent hotels will build inventory opportunities Scale provides opportunities for future organic growth, building international business from US POS, geographic expansion and benefits from product expansion and advertising opportunities

Priceline.com®

EX-99.2

Exhibit 99.2

priceline.com Incorporated

RECONCILIATION OF GAAP TO PRO FORMA

(unaudited)

(In thousands, except per share data)

RECONCILIATION OF GAAP TO PRO FORMA GROSS PROFIT

	Three Months Ended
	March 31,			March 31,		Year Ended December 31,
	2007			2006		2006			2005		2004		2003
GAAP Gross Profit	$	119,717		$	72,231	$	401,099		$	267,863	$	198,155	$	145,945
(a)   Airline excise tax refund	(15,878		)	—		(1,600		)	—		—		—
(b)   Amortization of acquired intangible assets in Cost of revenues	—			340		1,481			1,988		2,985		—
Pro Forma Gross Profit	$	103,839		$	72,571	$	400,980		$	269,851	$	201,140	$	145,945

RECONCILIATION OF GAAP TO PRO FORMA INTERNATIONAL GROSS PROFIT

	Three Months Ended
	March 31,		March 31,		Year Ended December 31,
	2007		2006		2006		2005		2004		2003
GAAP International Gross Profit	$	46,344	$	21,560	$	177,379	$	66,459	$	7,330	$	—
(a)   Airline excise tax refund	—		—		—		—		—		—
(b)   Amortization of acquired intangible assets in Cost of revenues	—		—		121		607		1,395		—
Pro Forma International Gross Profit	$	46,344	$	21,560	$	177,500	$	67,066	$	8,725	$	—

RECONCILIATION OF GAAP TO PRO FORMA DOMESTIC GROSS PROFIT

	Three Months Ended
	March 31,			March 31,		Year Ended December 31,
	2007			2006		2006			2005		2004		2003
GAAP Domestic Gross Profit	$	73,373		$	50,671	$	223,720		$	201,404	$	190,825	$	145,945
(a)   Airline excise tax refund	(15,878		)	—		(1,600		)	—		—		—
(b)   Amortization of acquired intangible assets in Cost of revenues	—			340		1,360			1,381		1,590		—
Pro Forma Domestic Gross Profit	$	57,495		$	51,011	$	223,480		$	202,785	$	192,415	$	145,945

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

	Three Months Ended
	March 31,		March 31,			Year Ended December 31,
	2007		2006			2006			2005			2004			2003
Pro Forma Domestic Gross Profit	$	57,495	$	51,011		$	223,480		$	202,785		$	192,415		$	145,945
Orbitz Related Gross Profit	—		(4,525		)	(19,518		)	(11,728		)	(10,683		)	—
Pro Forma Domestic Gross Profit Excluding Orbitz	$	57,495	$	46,486		$	203,962		$	191,057		$	181,732		$	145,945

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

	Three Months Ended
	March 31,		March 31,			Year Ended December 31,
	2007		2006			2006			2005			2004			2003
Domestic Gross Bookings	$	478,812	$	474,007		$	1,972,791		$	1,754,329		$	1,622,567		$	1,101,284
Orbitz Related Gross Bookings	—		(32,025		)	(140,471		)	(61,175		)	(54,531		)	—
Domestic Gross Bookings Excluding Orbitz	$	478,812	$	441,982		$	1,832,319		$	1,693,155		$	1,568,036		$	1,101,284

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

	Three Months Ended
	March 31,			March 31,			Year Ended December 31,
	2007			2006			2006			2005			2004			2003
Domestic Gross Bookings Excluding Orbitz	$	478,812		$	441,982		$	1,832,319		$	1,693,155		$	1,568,036		$	1,101,284
Air Gross Bookings Excluding Orbitz	(183,696		)	(201,713		)	(808,711		)	(817,020		)	(779,030		)	(537,140		)
Domestic Non-Air Gross Bookings Excluding Orbitz	$	295,116		$	240,269		$	1,023,609		$	876,135		$	789,007		$	564,144

(a)Airline excise tax refund is recorded in Revenue

(b)Amortization of acquired intangible assets is recorded in Cost of revenues

EX-99.3

Exhibit 99.3

Priceline.com President and CEO Jeffery H. Boyd to Update

2007 Guidance at Goldman Sachs Internet Conference

NORWALK, Conn., May 23, 2007 . . . Speaking this morning at the Goldman Sachs 8^th Annual Global Internet Conference in Las Vegas, priceline.com Incorporated (Nasdaq: PCLN) President and Chief Executive Officer Jeffery H. Boyd intends to update certain of the company’s previously issued financial guidance for full-year 2007. Mr. Boyd intends to increase the high-end of priceline.com’s full-year 2007 target gross travel bookings range to $4.25 billion and intends to establish full-year 2007 gross travel bookings guidance of $2.27 billion to $2.35 billion for the company’s European operations and $1.83 billion to $1.90 billion for the company’s domestic operations. Mr. Boyd also intends to reconfirm priceline.com’s full-year 2007 pro forma net income guidance of $2.90 to $3.10 per diluted share and further note that full-year 2007 pro forma and GAAP net income per diluted share are expected to come in at — or slightly above — the high end of the range of guidance in the event that 2007 full-year gross travel bookings come in at the high end of the revised range of guidance.

Mr. Boyd will speak at 11:45 a.m. Eastern Time today. His presentation will be webcast live and will be available for replay for 60 days. To access his live presentation or a replay, visit:

http://cc.talkpoint.com/GOLD006/052307a_ma/?entity=priceline

A copy of Mr. Boyd’s Powerpoint presentation, excluding audio, will be made available in the Investor Relations section of the priceline.com Web site www.priceline.com.

Pro forma net income per diluted share guidance for full-year 2007:

•excludes cash expenses associated with the settlement of the company’s 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 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.

When aggregated, the foregoing adjustments are expected to increase pro forma net income over GAAP net income by approximately $70 million for full-year 2007. On a per share basis, the Company estimates GAAP net income of approximately $1.25 to $1.45 per diluted share for the full-year 2007. The section below entitled “Non-GAAP Financial Measures” provides a definition and further information about the use of pro forma financial measures in this press release.

About Priceline.com® Incorporated

Priceline.com Incorporated (Nasdaq: PCLN) operates priceline.com, a leading U.S. online travel service for value-conscious leisure travelers, and Priceline Europe, a leading European 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 all the best published prices, leisure travelers can narrow their searches using priceline.com’s TripFilter™ advanced search technology, 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 Europe operates one of Europe’s fastest growing hotel reservation services through its Booking.com network of hotel reservation services, Activehotels.com and priceline.co.uk. Priceline Europe operates in 54 countries in 15 languages and offers its customers in Europe and the U.S. access to approximately 34,000 participating European hotels.

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.

###

Press information:   Brian Ek  203-299-8167  (brian.ek@priceline.com)

Information About Forward-Looking Statements

This press release contains 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 the outbreak of an epidemic or pandemic disease;

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

•the loss or reduction of global distribution fees;

•the bankruptcy or insolvency of another major domestic airline;

•the effects of increased competition;

•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 acquisitions, such as Booking.com Ltd. and Booking.com B.V., 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 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 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 on merchant airline tickets that was approved for payment by the Internal Revenue Service is excluded because of its non-recurring nature.

•Amortization expense of acquisition-related intangibles is excluded from 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) benefit 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.