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) September 16, 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)

Item 7.01.      Regulation FD Disclosure

On September 16, 2008, at approximately 10:00 a.m. (Pacific Time), Jeffery H. Boyd, priceline.com Incorporated’s President and Chief Executive Officer, will be presenting at the Bank of America 38^th Annual Investment Conference to be held at The Ritz-Carlton Hotel in San Francisco, California.  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.  Attached as Exhibit 99.3 is a press release with information to access Mr. Boyd’s live presentation or a replay.

The information in the attached presentation may contain 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 August 7, 2008.

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

(d) Exhibits

99.1	Presentation at the Bank of America 38th Annual Investment Conference in San Francisco, California.
99.2	Reconciliation of pro forma information included in Mr. Boyd’s presentation to financial results under GAAP.
99.3	Press release, dated September 16, 2008, with information to access Mr. Boyd’s live presentation or a replay.

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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/ Robert J. Mylod, Jr.
	Name:	Robert J. Mylod, Jr.
	Title:	Chief Financial Officer

Date:  September 16, 2008

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Presentation at the Bank of America 38th Annual Investment Conference in San Francisco, California.
99.2	Reconciliation of pro forma information included in Mr. Boyd’s presentation to financial results under GAAP.
99.3	Press release, dated September 16, 2008, with information to access Mr. Boyd’s live presentation or a replay.

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EX-99.1

Exhibit 99.1

Bank of America 38TH Annual Investment Conference 16 September 2008

Disclosure Regarding Forward-Looking Statements • 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, “assumption,” “guidance,” “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 in the U.S. and/or Europe 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; fluctuations in foreign exchange rates; 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; 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. • 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.

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

Booking.com Highlights • Over 52,000 hotels in over 65 countries • Content and customer service available in 18 languages • Customer and supplier friendly model • International Platform

Priceline.com Highlights • Differentiated opaque services appeal to deal-driven travelers • Eliminated fee on retail airline tickets in 2007; Reduced fee on retail hotel rooms in 2008 • Bookings growth from conversion and brand advertising • Earnings growth from merchant volume and marketing efficiency

Long-term Growth Drivers • International – Expanding inventory and content • 52,000 hotels up 49% yr/yr – Penetration of new markets: North America, Eastern Europe and Asia – Secular growth in Internet penetration in travel • Domestic – Opaque business provides differentiated service for suppliers and consumers – Retail fee positioning provides price advantage – Strong brand drives category leading growth rates with effective advertising and compelling message

Consolidated Gross Bookings* ($ in thousands) *Gross bookings is an operating and statistical metric that captures the total dollar value inclusive of taxes and fees of all travel services booked by customers

Consolidated Pro-Forma Gross Profit* ($ in thousands) *Pro Forma Gross Profit is a “non-GAAP financial measure,” as such term is defined by the SEC, and may differ from non-GAAP financial measures used by other companies. See Appendix A for more information.

Pro-Forma Net Income Per Share* 5 Year CAGR: 76% (Up 49% yr/yr) *Pro Forma Net Income per Share is a “non-GAAP financial measure,” as such term is defined by the SEC, and may differ from non-GAAP financial measures used by other companies. See Appendix A for more information.

Global Scale in Online Hotel Sales • 20.3 million global online room night sales in 1H; 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

Macroeconomic Variables • Recessionary conditions a concern for the broad travel industry – Impact on demand and hotel average daily rates (“ADRs”) – Impact of high oil prices on the financial health of the airline industry – Impact of weaker Euro on translation of international gross bookings and earnings • USD/EUR from 1.55 on Aug 5th, 2008 to 1.42 on September 15th • USD/GBP from 1.97 on Aug 5th, 2008 to 1.79 on September 15th • Long-term economic impact of credit market crisis on economy in general, and travel industry in particular, is uncertain

Appendix A Information about Non-GAAP Financial Measures • Pro forma gross profit and Pro Forma net income per share which are referred to in this presentation 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 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. • For a complete list of the adjustments to these Pro Forma metrics and for a reconciliation of Pro Forma financial results with financial results under GAAP see priceline.com’s Form 8-K, dated September 16, 2008, filed with the Securities and Exchange Commission. • The presentation of Pro Forma 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.

Bank of America 38TH Annual Investment Conference 16 September 2008

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 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:

·  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 becaus e 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 Spr ead 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 restr icted 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 FINANCIAL INFORMATION

(unaudited)

(In thousands, except per share data)

		Six Months Ended		Year Ended December 31,
RECONCILIATION OF GAAP TO PRO FORMA GROSS PROFIT		June 30, 2008		2007			2006			2005		2004		2003		2002
	GAAP Gross Profit	$	434,828	$	639,412		$	401,099		$	267,863	$	198,155	$	145,945	$	158,366
(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		—		—
	Pro Forma Gross Profit	$	435,100	$	621,248		$	400,980		$	269,851	$	201,140	$	145,945	$	158,366

		Six Months Ended			Year Ended December 31,
RECONCILIATION OF GAAP TO PRO FORMA NET INCOME		June 30, 2008			2007			2006			2005			2004			2003			2002
	GAAP Net Income (loss)	$	72,250		$	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	14,201			25,177			23,206			16,605			4,349			—			—
(c)	Favorable litigation settlement related to credit card processing fees	—			(1,190		)	—			—			—			—			—
(d)	Stock-based compensation	19,016			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	673			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	9,983			(48,730		)	(28,051		)	(160,476		)	(1,252		)	—			—
(j)	Impact on minority interests of other pro forma adjustments	(575		)	(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	$	115,820		$	182,460		$	83,145		$	55,963		$	38,444		$	18,906		$	9,482

RECONCILIATION OF GAAP TO PRO FORMA NET INCOME		Six Months Ended			Year Ended December 31,
PER DILUTED COMMON SHARE		June 30, 2008			2007			2006			2005			2004			2003		2002
	GAAP Weighted average number of diluted common shares outstanding	49,585			45,504			44,722			46,436			42,327			39,009		37,881
(l)	Adjustment for Conversion Spread Hedges	(719		)	(1,202		)	—			—			—			—		—
(m)	Adjustment for warrants and restricted stock	1,135			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	50,001			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	$	1.46		$	3.42		$	1.68		$	4.21		$	0.76		$	0.27	$	(0.57	)
	Pro Forma	$	2.32		$	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.

EX-99.3

Exhibit 99.3

Priceline.com President And CEO Jeffery H. Boyd

To Speak At Bank of America 38^th Annual Investment Conference

     NORWALK, Conn., September 16, 2008 . . . Priceline.com® (Nasdaq: PCLN) President and Chief Executive Officer Jeffery H. Boyd will speak today at the Bank of America 38^th Annual Investment Conference in San Francisco at 10:00 a.m. PT.   A copy of Mr. Boyd’s Powerpoint presentation will be made available in the Presentations section of the Investor Relations section of the priceline.com Web site http://www.priceline.com.

To access his live presentation or a replay, visit:

http://www.veracast.com/webcasts/bas/38th-annual-2008/id45206306.cfm

Replays will be available through October 3, 2008.

About Priceline.com® 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® 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.

Information About Forward-Looking Statements

Mr. Boyd’s presentation 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 in the U.S. and Europe 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;

· fluctuations in foreign exchange rates;

· 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 3^rd party distribution partners;

· our ability to expand successfully in international markets;

· the ability to attract and retain qualified personnel;

· difficulties integrating recent or future acquisitions, such as the 4^th quarter 2007 acquisition of Agoda, including ensuring the effectiveness of the design and operation of internal controls and disclosure controls of acquired businesses;

· the occurrence of an external or internal security breach of our systems or other Internet based systems involving personal customer information, credit card information or other sensitive data;

· systems-related failures and/or security breaches, including without limitation, “denial-of-service” type attacks on our system, any security breach that results in the theft, transfer or unauthorized disclosure of customer information, or the failure to comply with various state laws applicable to the company’s obligations in the event of such a breach; and

· legal and regulatory risks;

For a detailed discussion of these and other factors that could cause the Company’s actual results to differ materially from those described in the forward-looking statements, please refer to the Company’s most recent Form 10-Q, Form 10-K and Form 8-K filings with the Securities and Exchange Commission.  Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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For press information:  Brian Ek 203-299-8167  brian.ek@priceline.com