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 21, 2008

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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 21, 2008, at approximately 7:50 p.m. (Eastern Time), Jeffery H. Boyd, priceline.com Incorporated’s President and Chief Executive Officer, will be presenting at the Goldman Sachs Ninth Annual Global Internet Conference to be held at The Bellagio in Las Vegas, Nevada.  Mr. Boyd’s powerpoint 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.

The information in the attached presentation contains forward-looking statements relating to priceline.com’s performance during 2008.  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, 2007 and priceline.com’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2008.

The information in this Item 7.01 (including Exhibits 99.1 and 99.2 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 Ninth Annual Global 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.

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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 21, 2008

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Presentation at the Goldman Sachs Ninth Annual Global 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.

4

EX-99.1

Property of priceline.com incorporated. All Rights Reserved. Goldman, Sachs & Co. 9th Annual Internet Conference May 2008

Property of priceline.com incorporated. All Rights Reserved. page 2 Disclosure Regarding Forward-Looking Statements • Pr iceline.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 the Company's actual results to differ materially from those described in the forward-looking statements: adverse changes in general market conditions for leisure and other travel services as a result of, among other things, decreased consumer spending, general economic downturn, terrorist attacks, natural disasters or adverse weather, the bankruptcy or insolvency of a major airline, or the outbreak of an epidemic or pandemic disease; 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, 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. 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. How ever, 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 Form10-K, our quarterly reports on Form 10-Q and any current reports on Form 8-K.

Property of priceline.com incorporated. All Rights Reserved. page 3 • A leading European on-line hotel reservation service for leisure and unmanaged business travel • A leading on-line travel business for value-conscious leisure travelers in North America • A growing Asian hotel service

Property of priceline.com incorporated. All Rights Reserved. page 4 Booking.com Highlights • Over 45,000 hotels in over 60 countries • Content and customer service available in 18 languages • Customer and supplier friendly model • 2007 Gross Bookings Growth Rate: 98% (excl. Agoda) • 1Q08 Gross Bookings Growth Rate: 95% (excl. Agoda)

Property of priceline.com incorporated. All Rights Reserved. page 5 Booking.com Market Opportunity • Europe population of 800M vs. U.S. at 301M(1) • Europe Internet penetration of 47.7% vs. U.S. at 71.4%(1) • The number of individuals without internet access in Europe is over 330 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 1) Source: www.internetworldstats.com 2) Source: Harvard Institute of Economic Research: Work and Leisure in the U.S. and Europe

Property of priceline.com incorporated. All Rights Reserved. page 6 Worldwide Office Locations

Property of priceline.com incorporated. All Rights Reserved. page 7 Booking.com Opportunities • Geographic and supply expansion • Europe online travel growth • Integration between US and European business

Property of priceline.com incorporated. All Rights Reserved. page 8 Booking.com Revenue Beyond Western Europe • Strong revenue growth outside of Booking.com’s core Western European markets(1) 1) Reflects revenue, excluding UK, France, Germany, BeNeLux, Spain and Italy. 2006 Western Europe Other 2007 Western Europe Other 13% 20% 209% Yr/Yr 209% Yr/Yr

Property of priceline.com incorporated. All Rights Reserved. page 9 Booking.com Supply Environment Independents 75%(1) 1) Source: PhocusWright Chains 25%(1)

Property of priceline.com incorporated. All Rights Reserved. page 10 Multi-Lingual Demand Paris: English Paris: Italian Paris: French Paris: Spanish Paris: Dutch Paris: German

Property of priceline.com incorporated. All Rights Reserved. page 11 Priceline.com Highlights • Differentiated opaque services appeal to deal-driven travelers • Eliminated fee on retail airline tickets in June 2007 • 50% growth in domestic gross bookings in Q1 ‘08 • Bookings growth from conversion and brand advertising • Earnings growth from merchant volume and marketing efficiency

Property of priceline.com incorporated. All Rights Reserved. page 12 Name Your Own Price® Savings • Air • Hotel • Rental Car • Vacations

Property of priceline.com incorporated. All Rights Reserved. page 13 Current Economic Conditions • Recessionary conditions a concern for the broad travel industry • Impact on demand • Impact of high oil prices on the financial health of the airline industry • Priceline is not immune to potential negative impact on demand or average selling prices • Potential negative impacts may be mitigated: • Consumers value Priceline’s low price services • Suppliers value our opaque channel and broad distribution • Majority of earnings generated in diverse international markets – May have stronger local economies – Higher growth in fundamental Internet usage and travel

Property of priceline.com incorporated. All Rights Reserved. page 14 Priceline.com Opportunities • Continuous service improvement – Inside Track

Property of priceline.com incorporated. All Rights Reserved. page 15 Priceline.com Opportunities • Continuous service improvement – Best Days to Fly

Property of priceline.com incorporated. All Rights Reserved. page 16 Priceline.com Opportunities • Continuous service improvement – Price Drop Alerts

Property of priceline.com incorporated. All Rights Reserved. page 17 Yr/Yr Growth Airline Tickets Merchant GB 2Q 07 -16% -1% 3Q 07 23% 15% 4Q 07 34% 11% 1Q 08 83% 26% Priceline.com Opportunities

Property of priceline.com incorporated. All Rights Reserved. page 18 Promotion Strategy • Priceline has a long history of promotional activity, especially during the summer booking season

Property of priceline.com incorporated. All Rights Reserved. page 19 10th Anniversary Chop-A-Thon • Summer promotion consistent with prior practices • Reduced booking fees on domestic retail merchant hotel sales • Leverages existing “No-Fee” advertising campaign for retail air • Reinforces Priceline’s lowest price brand messaging • Recently extended to June 30th • Promotion is immaterial to company’s financial performance

Property of priceline.com incorporated. All Rights Reserved. page 20 Consolidated Gross Bookings ($ in thousands)

Property of priceline.com incorporated. All Rights Reserved. page 21 International Gross Bookings ($ in thousands)

Property of priceline.com incorporated. All Rights Reserved. page 22 LTM International Gross Bookings (1) 1) Assumes Booking.com owned for all periods presented. Agoda reflected since Nov ’07 acquisition. 0% 20% 40% 60% 80% 100% 120% $0 $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 $3,500,000 4Q04 1Q05 2Q05 3Q05 4Q05 1Q06 2Q06 3Q06 4Q06 1Q07 2Q07 3Q07 4Q07 1Q08 LTM Gross Bookings (000s) Year/Year Growth %

Property of priceline.com incorporated. All Rights Reserved. page 23 Domestic Gross Bookings ($ in thousands)

Property of priceline.com incorporated. All Rights Reserved. page 24 Consolidated Pro Forma Gross Profit ($ in thousands) Please see priceline.com's Form 8-K dated May 9, 2008 which reconciles pro forma financial information with financial results under GAAP.

Property of priceline.com incorporated. All Rights Reserved. page 25 Pro Forma Net Income per Share 5 Year CAGR: 76 % (Up 77% yr/yr) Please see priceline.com's Form 8-K dated May 9, 2008 which reconciles pro forma financial information with financial results under GAAP.

Property of priceline.com incorporated. All Rights Reserved. page 26 Global Scale in Online Hotel Sales • 9.4 million global online room night sales in Q1; number two worldwide • Number one in Europe online hotel sales • Fast growing U.S. business with strong brand • Strong relationships with international chains and independent hotels creates inventory opportunities • Scale provides opportunities for future organic growth, building international business from US POS, geographic expansion and benefits from service expansion and advertising opportunities

Property of priceline.com incorporated. All Rights Reserved.

EX-99.2

Exhibit 99.2

Non-GAAP Financial Measures

Pro forma gross profit 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 gross profit 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 net income and pro forma net income per share, 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, net income per share 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:

·Cash expenses incurred in 1^st 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 1^st 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, warrant charges 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.

·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.

·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.

·Impairment charges are excluded because they are non-cash charges and can impact comparability of earnings with historical results from prior periods

·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.

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
RECONCILIATION OF GAAP TO PRO FORMA

(unaudited)

(In thousands, except per share data)

RECONCILIATION OF GAAP TO PRO FORMA GROSS PROFIT

		Three Months Ended					Year Ended December 31,
		March 31, 2008		March 31, 2007			2007			2006			2005		2004		2003
	GAAP Gross Profit	$	403,180	$	301,389		$	639,412		$	401,099		$	267,863	$	198,155	$	145,945
(a)	Airline excise tax refund	—		(15,878		)	(18,592		)	(1,600		)	—		—		—
(b)	Amortization of acquired intangible assets in Cost of revenues	—		—			428			1,481			1,988		2,985		—
	Pro Forma Gross Profit	$	403,180	$	285,511		$	621,248		$	400,980		$	269,851	$	201,140	$	145,945

(a)	Airline excise tax refund is recorded in Revenue
(b)	Amortization of acquired intangible assets is recorded in Cost of revenues

priceline.com Incorporated

RECONCILIATION OF GAAP TO PRO FORMA FINANCIAL INFORMATION

(unaudited)

(In thousands, except per share data)

		Qtr. Ended March 31,			Year Ended December 31,
RECONCILIATION OF GAAP TO PRO FORMA NET INCOME		2008			2007			2006			2005			2004			2003			2002
	GAAP Net Income (loss)	$	18,154		$	155,527		$	72,539		$	190,875		$	29,997		$	10,425		$	(21,528	)
(a)	Airline excise tax refund	—			(18,592		)	(1,600		)	—			—			—			—
(b)	Amortization of acquired intangible assets in Cost of revenues	272			428			1,481			1,988			2,985			—			—
(b)	Amortization of acquired intangible assets in Depreciation and amortization	6,745			25,177			23,206			16,605			4,349			—			—
(c)	Favorable litigation settlement related to credit card processing fees	—			(1,190		)	—			—			—			—			—
(d)	Stock-based compensation	9,939			16,253			14,928			4,169			638			282			1,000
(e)	Securities litigation settlement, net of insurance contribution	—			55,350			—			—			—			—			—
(e)	Stock-based compensation payroll taxes	488			909			368			111			357			257			120
(f)	Impact from favorable state franchise tax determination	—			—			(1,671		)	—			—			—			—
(g)	Accrued interest income on excise tax refund	—			(3,346		)	—			—			—			—			—
(h)	Restructuring charge, net	—			—			135			1,664			(12		)	(186		)	3,483
(i)	Adjustments for the tax impact of certain of the pro forma adjustments and to exclude non-cash income taxes	2,075			(48,730		)	(28,051		)	(160,476		)	(1,252		)	—			—
(j)	Impact on minority interests of other pro forma adjustments	(324		)	(881		)	(1,211		)	(827		)	(130		)	—			—
(k)	Impairment charge	—			—			1,094			—			—			—			24,229
(h)	Preferred stock dividend	—			1,555			1,927			1,854			1,512			1,490			2,344
(p)	Warrant costs and gain on sale of fixed assets	—			—			—			—			—			6,638			(166		)
	Pro Forma Net Income	$	37,349		$	182,460		$	83,145		$	55,963		$	38,444		$	18,906		$	9,482
RECONCILIATION OF GAAP TO PRO FORMA NET INCOME		Qtr. Ended March 31,			Year Ended December 31,
PER DILUTED COMMON SHARE		2008			2007			2006			2005			2004			2003			2002
	GAAP Weighted average number of diluted common shares outstanding	49,134			45,504			44,722			46,436			42,327			39,009			37,881
(l)	Adjustment for Conversion Spread Hedges	(775		)	(1,202		)	—			—			—			—			—
(m)	Adjustment for warrants and restricted stock	1,046			855			1,188			299			811			756			—
(n)	Adjustment for impact of EITF 04-08 on Convertible debt	—			—			(4,971		)	(5,760		)	(3,125		)	—			—
(q)	Adjustment for dilutive stock options and warrants	—			—			—			—			—			—			1,196
	Pro Forma Weighted average number of diluted common shares outstanding	49,405			45,157			40,939			40,975			40,013			39,765			39,077
	Net income (loss) applicable to common stockholders per diluted common share
(o)	GAAP	$	0.37		$	3.42		$	1.68		$	4.21		$	0.76		$	0.27		$	(0.57	)
	Pro Forma	$	0.76		$	4.04		$	2.03		$	1.37		$	0.96		$	0.48		$	0.24

(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)	Favorable litigation settlement related to credit card processing fees is recorded in Sales and marketing.
(d)	Stock-based compensation is recorded in Personnel expense.
(e)	Securities litigation settlement and stock-based compensation payroll taxes are recorded in General and administrative expense.
(f)	Non-recurring impact of favorable state franchise tax determination is recorded in General and administrative expense.
(g)	Accrued interest income on airline excise tax refund is recorded in Interest income.
(h)	Restructuring charge and Preferred stock dividend are recorded in those respective expense line items.
(i)	Adjustments for the tax impact of certain of the pro forma adjustments and to exclude non-cash income taxes are recorded in Income tax benefit (expense).
(j)	Impact on minority interests of other pro forma adjustments are recorded in Equity in income (loss) of investees and minority interests.
(k)	Impairment charge in 2006 is recorded in Equity in income (loss) of investees and minority interests and in 2002 is recorded in its respective line item.
(l)	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.
(m)	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.
(n)	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.
(o)	Net income amounts used to calculate GAAP diluted earnings per share in 2006 and 2005 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.
(p)	Warrant costs in 2003 are included in Sales and marketing. Gain on sale of fixed assets in 2002 is included in Other income.
(q)	Common share equivalents related to stock options and warrants were excluded from the calculation of GAAP net income per share because their inclusion would be anti-dilutive since there was a GAAP net loss.