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PRICELINE.COM INCORPORATED
Notice of 2011 Annual Meeting and Proxy Statement
2010 Annual Report to Stockholders

Table of contents

  • Page 1
    PRICELINE.COM INCORPORATED Notice of 2011 Annual Meeting and Proxy Statement 2010 Annual Report to Stockholders

  • Page 2
    NOTICE OF 2011 ANNUAL MEETING AND PROXY STATEMENT

  • Page 3
    ... Statement provides information about priceline.com in addition to describing the business we will conduct at the meeting. We hope you will be able to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please mark, sign, date and return your proxy card in the enclosed...

  • Page 4
    ... the close of business on April 14, 2011 as the record date for identifying those stockholders entitled to notice of, and to vote at, this Annual Meeting and at any adjournment or postponement of this meeting. By Order of the Board of Directors  Peter J. Millones Executive Vice President, General...

  • Page 5
    ... Jeffery H. Boyd, President and Chief Executive Officer, and the leadership teams at priceline.com in the U.S., Booking.com and Agoda, to continue the Company's geographic expansion and expansion of hotel supply around the world, and to coordinate collaboration among the Company's different brands...

  • Page 6
    ... Report ...35 COMPENSATION OF NAMED EXECUTIVE OFFICERS ...36 Summary Compensation Table ...36 Grants of Plan-Based Awards Table ...38 Outstanding Equity Awards at 2010 Fiscal Year-End Table ...39 Option Exercises and Stock Vested Table ...41 EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE...

  • Page 7
    ... proxy is solicited on behalf of the Board of Directors of priceline.com Incorporated ("we," "priceline.com" or the "Company") for use at the Annual Meeting of Stockholders to be held on Thursday, June 2, 2011, at 9:00 a.m. local time (the "Annual Meeting"), or at any adjournment or postponement...

  • Page 8
    ... executive office (800 Connecticut Avenue, Norwalk, Connecticut 06854); x filing with our Corporate Secretary at our principal executive office (800 Connecticut Avenue, Norwalk, Connecticut 06854) a properly executed proxy showing a later date; or x attending the meeting and voting in person...

  • Page 9
    ... in their names shares of priceline.com common stock beneficially owned by others to forward these materials to the beneficial owners of common stock. We may reimburse persons representing beneficial owners of common stock for their costs of forwarding solicitation materials. Directors, officers or...

  • Page 10
    ...long-term interests of priceline.com stockholders. We endeavor to have a Board representing a range of experiences at policy-making levels in business and in areas that are relevant to our global activities. Set forth below is biographical information for each person nominated to serve as a Director...

  • Page 11
    ... Industry and Global experience - Mr. Boyd's long and successful tenure as Chief Executive Officer of priceline.com Ralph M. Bahna, President, Masterworks Development Corporation Ralph M. Bahna, age 68, has served as a Director of priceline.com since July 1998 and Chairman of the Board of Directors...

  • Page 12
    ... Board of the Amsterdam Stock Exchange. Director Qualifications: x x Finance experience - former chief financial officer of European-based public companies Industry and Global experience - former chief financial officer of and human resource consultant to Booking.com B.V., the company's wholly...

  • Page 13
    ...multinational public company Industry experience - approximately thirty years at one of the world's largest airlines; former director of global distribution systems Nancy B. Peretsman, Managing Director, Allen & Company LLC Nancy B. Peretsman, age 56, has served as a Director of priceline.com since...

  • Page 14
    ... Executive Vice President Corporate Development, and is responsible for the company's worldwide mergers, acquisitions and strategic alliances. He is a member of the board of directors of priceline.com's international subsidiaries, Booking.com, Agoda and TravelJigsaw. Mr. Fogel joined priceline.com...

  • Page 15
    ...'s hotel service. Prior to joining priceline.com, Mr. Soder was Western Region Vice President, Business Markets, for AT&T. Mr. Soder is also a member of the priceline.com Group Management Board, which is described in more detail below. The priceline.com Group Management Board. In 2010, the Company...

  • Page 16
    ... long-term stockholder value, align the interests of the Board of Directors and management with those of priceline.com's stockholders and promote high ethical conduct among priceline.com's directors and employees. A copy of the Company's Corporate Governance Principles is available on the Investor...

  • Page 17
    ... rules of the Securities and Exchange Commission (the "SEC") as well. In connection with the independence determination for Mr. Bahna, the Board of Directors considered the ordinary-course transactions involving the supply of hotel rooms to priceline.com customers by Club Quarters, an international...

  • Page 18
    ... services provided by priceline.com's independent registered public accounting firm. A copy of the Audit Committee's Charter is available on the Investor Relations section of the Company's website (www.priceline.com) under the tab "Corporate Governance." The Audit Committee met ten times in 2010...

  • Page 19
    ... recommended that the Board of Directors approve, the compensation of the Chief Executive Officer. The Committee also met in March 2010 to review the Company's performance over the three-year period relating to the 2007 grants of performance share units to determine whether targets relating to those...

  • Page 20
    ... on the Investor Relations section of the Company's website (www.priceline.com) under the tab "Corporate Governance." The Nominating and Corporate Governance Committee met three times in 2010. The Nominating and Corporate Governance Committee approved and recommended to the Board of Directors the...

  • Page 21
    ... activities and use of derivative instruments. The Compensation Committee oversees risks related to the company's compensation programs. The Compensation Committee has reviewed and assessed the Company's compensation policies and practices for all employees, including our named executive officers...

  • Page 22
    ... executive officers are not considered issued or outstanding, unless distributable within 60 days. (b) Includes (1) 166 shares held by an immediate family member of Mr. Boyd, of which Mr. Boyd disclaims beneficial ownership; and (2) 222,224 shares that Mr. Boyd has the right to acquire under stock...

  • Page 23
    ... 52nd Street, New York, New York 10022. (j) Includes shares beneficially owned by all Directors and executive officers of priceline.com, including the named executive officers, as a group. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934...

  • Page 24
    ...reservation company in the world. Measured in terms of stockholder return, priceline.com was the single best performing stock on the S&P 500 during the five year period ending December 31, 2010. During that period, priceline.com expanded its global hotel business beyond the U.S. and European markets...

  • Page 25
    ...provides no services to the Company other than those related to the Company's compensation program; an affiliate of Mercer provides directors and officers insurance brokerage services to the Company. The aggregate fees paid in 2010 to Mercer for advice on the amount or form of executive compensation...

  • Page 26
    ...primarily Internet services, travel services and/or e-commerce companies, would comprise the 2010 peer group (the "Compensation Peer Group"): x x x x x eBay Inc. Yahoo Inc. Amazon.com Inc. Expedia Inc. Orbitz Worldwide x x x x x Earthlink, Inc. Netflix Inc. ValueClick Inc. United Online Inc. Monster...

  • Page 27
    ..., base salaries for the Company's named executive officers are towards the low end of the Compensation Peer Group. In 2010, the Committee made no changes to the annual base salaries of the named executive officers. Performance based cash bonus Overview. Priceline.com's financial and operational...

  • Page 28
    ... total cash compensation tied to priceline.com's performance through the 2010 Bonus Plan. The Committee established bonus targets for 2010 (expressed as a percentage of annual base salary) for the named executive officers ranging from 50% to 200%. The Committee reserved the right in its complete...

  • Page 29
    ... among the Company's different brands; Mr. Boyd's leadership during 2010, which included development of long-term strategy with the Board of Directors and leadership of the organization, succession planning, and development of a deep management team; and Mr. Boyd's continued development of a healthy...

  • Page 30
    ... in advising the Board of Directors and Chief Executive Officer on the Company's strategic direction, key role in developing the Company's annual business plan and overseeing the achievement of that plan, and success in developing and maintaining strong relationships with the investment and analyst...

  • Page 31
    ...The number of shares that could be issued at the end of the three-year performance period ranges from zero to three times the "target" grant for Messrs. Boyd and Mylod, and from one to two times the "target" grant for Messrs. Finnegan and Millones, in each case depending on the Company's performance...

  • Page 32
    ... thresholds with respect to Messrs. Boyd, Mylod and Koolen, represented significant growth hurdles. If "target" consolidated non-GAAP EBITDA thresholds (in the case of the named executive officers other than Mr. Koolen) or Booking.com non-GAAP EBITDA thresholds (in the case of Mr. Koolen) were...

  • Page 33
    ...an initial transition period, which supports a compelling business need during uncertain times. Priceline.com will provide gross-ups for certain of the named executive officers who are based in the United States from any taxes due as a result of the imposition of Section 280G of the Internal Revenue...

  • Page 34
    ... Investor Relations section of the Company's website (www.priceline.com) under the tab "Corporate Governance." Short-Selling Prohibition The Company does not allow its executives to speculate in the Company's stock, which includes, but is not limited to, short selling (profiting if the market price...

  • Page 35
    ...a summary only and does not set forth all of the material terms and conditions of such 10b5-1 Plans. Name and Principal Position(1) Jeffery H. Boyd President and Chief Executive Officer (a) Total Shares Subject to Plan 88,890 stock options (expiring May 2011) Date of Adoption 3/10/08 (2) End Date...

  • Page 36
    ..."clawback" of executive compensation at such time as the Securities and Exchange Commission releases final rules on the matter. Deductibility Cap on Executive Compensation Section 162(m) of the Internal Revenue Code of 1986, as amended, provides that compensation in excess of $1,000,000 paid to each...

  • Page 37
    ... Committee Report The Compensation Committee of the Board of Directors, comprised of independent directors, reviewed and discussed the above Compensation Discussion and Analysis with priceline.com's management. Based on that review and discussion, the Compensation Committee recommended to the Board...

  • Page 38
    ...2010. Summary Compensation Table Name and Principal Position Jeffery H. Boyd, President and Chief Executive Officer ...Daniel J. Finnegan, Chief Financial Officer(1)...Robert J. Mylod Jr., Vice Chairman and Head of Worldwide Strategy & Planning(2) ...Kees Koolen, Chief Executive Officer, Booking.com...

  • Page 39
    ...Financial Statements for the year ended December 31, 2010, included in the Company's Annual Report on Form 10-K. If the 2009 RSUs granted to Messrs. Boyd and Mylod were not subject to market conditions, based on a stock price of $82.65 per share on the date of grant, the value of the RSUs would have...

  • Page 40
    ... 4, 2010, fair value was calculated using the grant date per share price of $235.82, which was the closing price of the Company's common stock on March 3, 2010, the business day prior to the grant date. The grant date fair value for the PSUs is based upon the estimated probable number of shares that...

  • Page 41
    ...as of December 31, 2010. The market value of the stock awards is based on the closing per share market price of priceline.com common stock on December 31, 2010, which was $399.55. Outstanding Equity Awards at 2010 Fiscal Year-End Option Awards Stock Awards Number of Securities Underlying Unexercised...

  • Page 42
    ...2012. (6) Represents the estimated probable number of shares of priceline.com common stock that will be issued at the end of the performance period in connection with the PSUs. Includes 60,000 shares for which the performance period commenced on January 1, 2008 and ended on December 31, 2010 (all of...

  • Page 43
    ... per share market value of priceline.com common stock at each exercise and the per share exercise price of the stock options exercised, multiplied, in each case, by the number of stock options exercised. (3) Mr. Boyd acquired 66,000 shares with a per share market price of $233.12 in March 2010 upon...

  • Page 44
    ... the named executive officer's employment agreement followed by a summary of the material terms of any equity instruments held by such executive outstanding at December 31, 2010 that provides for accelerated vesting (or similar provisions) upon a change of control or termination. Mr. Boyd Employment...

  • Page 45
    ...certain limitations, if severance remuneration payable under the agreement is held to constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code and Mr. Boyd becomes liable for any excise tax imposed under Section 4999 of the Internal Revenue Code, the Company will make...

  • Page 46
    ... time following the effective date of the "Change of Control," the PSU performance multiplier would be applied to Mr. Boyd's "target" PSU grant and could range from 0 to 3x, depending on the Company's performance through the 12th fiscal quarter completed since January 1, 2010. 2009 Restricted Stock...

  • Page 47
    ... that the options to acquire 35,000 shares of the Company's common stock (of which 1,728 were outstanding as of March 31, 2011) that were granted in October 2005 upon his promotion to Senior Vice President, Controller and Chief Accounting Officer will vest in full on the date that is six months...

  • Page 48
    ... imposed under Section 4999 of the Internal Revenue Code, the Company will make an additional cash gross-up payment to the executive in an amount such that such executive will be in the same after-tax economic position as if such excise tax were not imposed. The agreements with each of Messrs. Mylod...

  • Page 49
    ... above under "Mr. Boyd - Equity Instruments." Mr. Koolen Employment Agreement The employment agreement between Mr. Koolen and Booking.com B.V., an indirect wholly-owned subsidiary of the Company, which was entered into effective September 1, 2008, does not have a fixed term and is terminable at...

  • Page 50
    ... effective date of the "Change of Control," the PSU performance multiplier would be applied to Mr. Koolen's "target" PSU grant and could range from 0 to 3x, depending on the Company's performance through the 12th fiscal quarter completed since January 1, 2010. x x 2009 Restricted Stock Units. The...

  • Page 51
    ... of death or "Disability" that occurs after a "Change of Control," vesting of all outstanding restricted stock units will be accelerated on the date on which Mr. Koolen is terminated. Other. Mr. Koolen entered into a non-competition agreement with the Company in December 2007 pursuant to which Mr...

  • Page 52
    ... estimate the payments required to be made to each named executive officer in connection with (a) a termination of his employment upon specified events or (b) a change of control assuming a $399.55 per share price for our common stock (the closing market price on December 31, 2010). The amounts...

  • Page 53
    ...or for "Good Reason" (Change of Control) ($) Executive Benefits and Payments Upon Separation or Change of Control Severance: Base Salary and Target Bonus Pro Rated Bonus Equity and Benefits: Performance Share Units Restricted Stock/ Restricted Stock Units Stock Options Health & Welfare(1) Tax Gross...

  • Page 54
    ...vision coverage, (b) term life insurance and (c) long-term disability insurance. Note to the Potential Payments Upon a Change of Control and/or Termination Tables Above. Under applicable SEC rules, the Company is required to estimate the potential payments to each of the named executive officers 52

  • Page 55
    ... of the Board of Directors is granted broad authority to, among other things, grant equity awards and determine the terms, conditions and restrictions relating to those equity awards. The table below presents information as of December 31, 2010 on the Plan: Number of securities remaining available...

  • Page 56
    .... x Chairman of the Board. In 2010, the Chairman of the Company's Board of Directors, in addition to compensation received as a director, received a fee of $25,000 and a grant of 467 priceline.com restricted stock units. The Company reimburses non-employee Directors for all travel and other expenses...

  • Page 57
    ... Statements for the year ended December 31, 2010, included in the Company's Annual Report on Form 10-K. These amounts reflect the Company's accounting expense for these awards, and do not correspond to the actual value, if any, that will be recognized by the non-employee directors. As of December 31...

  • Page 58
    ... disclosable related person transaction in which the Company was a participant during the last fiscal year. In addition, no executive officer of the Company serves on the compensation committee or board of directors of a company for which any of the Company's directors serves as an executive officer...

  • Page 59
    ... of Directors, has been a stakeholder in and President of Masterworks Development Corp., which has developed an international group of hotels named Club Quarters, since 1992. During the year ended December 31, 2010, priceline.com facilitated the sale of Club Quarters' hotel room nights to customers...

  • Page 60
    ..., the international rental car reservation service acquired by the Company through PIL in May 2010. Mr. Koolen has the right to put his TravelJigsaw shares to PIL and PIL has the right to call the shares during specified exercise periods, in each case at a purchase price reflecting the fair value of...

  • Page 61
    ... LLP. Even if the selection is ratified, the Board of Directors and the Audit Committee in their discretion may change the appointment at any time during the year, if they determine that such a change would be in the best interests of the Company and its stockholders. With respect to Proposal 2, the...

  • Page 62
    ... in the Investor Relations section of the Company's website (www.priceline.com) under the Corporate Governance tab. Each member of the Audit Committee is an independent director as determined by priceline.com's Board of Directors, based on the NASDAQ Stock Market's listing rules. Each member...

  • Page 63
    ... public accounting firm, the Audit Committee recommended to priceline.com's Board of Directors that priceline.com's audited financial statements and management's assessment of internal control over financial reporting be included in the Company's Annual Report on Form 10-K for the fiscal year ended...

  • Page 64
    ... the year ended December 31, 2010 and approximately $73,000 for the year ended December 31, 2009. Tax related services included preparation and review of tax returns and consultation related to tax strategies and planning, compliance and state and local tax regulatory matters. All Other Fees. There...

  • Page 65
    ...) vote on compensation programs for our named executive officers (sometimes referred to as "say on pay"). Accordingly, you may vote on the following resolution at the Annual Meeting: "RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402...

  • Page 66
    ... Corporate Library www.thecorporatelibrary.com, an independent investment research firm, rated our company only "C" with "High Concern" for Executive Pay - $24 million for our CEO Jeffery Boyd. Plus our CEO also had the potential for a gain of $43 million upon a change of control. And our Executive...

  • Page 67
    ... at the meeting. Second, if important matters arise between annual meetings of stockholders, the Company's certificate of incorporation provides that the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the Board of Directors or stockholders holding at least twenty...

  • Page 68
    ... Company's existing corporate governance practices strike the appropriate balance among ensuring accountability to stockholders, promoting stockholder democracy and enabling management and the Board of Directors to manage the business and affairs of the Company in an effective manner and in the best...

  • Page 69
    ... Matters The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, the persons named in the accompanying proxy intend to vote on those matters in accordance with their best judgment...

  • Page 70
    Directions Priceline.com Incorporated 2011 Annual Meeting Thursday, June 2, 2011 at 9:00 a.m., Eastern Time Hyatt Regency Greenwich 1800 E. Putnam Avenue Old Greenwich, Connecticut 06870 203-637-1234 From Points North or South via I-95: Take I-95 to Exit 5. Make a right at the end of the ramp onto ...

  • Page 71
    2010 ANNUAL REPORT TO STOCKHOLDERS

  • Page 72
    ...a growing group of travelers who prefer to book hotel rooms and rental cars after they've arrived at their destination. In 2011, the Priceline Group will focus on several key initiatives. We intend to continue to build our international hotel business in new markets, including Asia-Pacific and South...

  • Page 73
    ...through hiring, training and talent management initiatives to support and strengthen the Group's most important asset. In closing, I would like to thank our customers, suppliers, employees and stockholders for their continued support. Sincerely, Jeffery H. Boyd President and Chief Executive Officer

  • Page 74
    ... proxy statement relating to the annual meeting of stockholders to be held on June 2, 2011, to be filed with the Securities and Exchange Commission within 120 days after the end of priceline.com Incorporated's fiscal year ended December 31, 2010. priceline.com Incorporated Annual Report on Form 10...

  • Page 75
    ... is a leading online travel company that offers our customers hotel room reservations at over 150,000 hotels worldwide through the Booking.com, priceline.com and Agoda brands. In the United States, we also offer our customers car rental reservations, airline tickets, vacation packages, cruises and...

  • Page 76
    ... under the Booking.com, priceline.com and Agoda brands. In the United States, we also offer customers the ability to purchase other travel services, including airline tickets, rental car days, vacations packages, cruises and destination services through both a traditional, price-disclosed "retail...

  • Page 77
    ... travel service are visible to the consumer before making an offer. United States: Retail Travel Services. In the United States, we offer customers the ability to purchase price-disclosed hotel room reservations, rental car days, airline tickets, vacation packages, destination services and cruises...

  • Page 78
    ... by room nights booked, we are the leader in the online hotel reservation market internationally and in the deep discount segment of this market in the United States. Our strategy is to continue to participate broadly in online travel growth by expanding our service offerings and markets. x Maintain...

  • Page 79
    ... pay, and (5) the customer's valid credit card to guarantee the offer. When making an offer, consumers must agree to stay at any one of our participating hotel partners and accept a reservation that cannot be refunded or changed. The target market for our Name Your Own Price® hotel room reservation...

  • Page 80
    ...information from 21 cruise lines, and to purchase cruises online or through a call center by selecting from our published offerings and prices. We receive commissions from WTH on successful cruise bookings. Travel Insurance. We offer our air, hotel and vacation package customers in the United States...

  • Page 81
    ... search engines and online affiliate marketing. We also invested approximately $35.7 million in priceline.com-branded offline advertising in the United States. We intend to continue a marketing strategy to promote brand awareness and the concept that consumers can save money using our services...

  • Page 82
    discount hotel market in the U.S. could decrease. Online travel companies have also offered consumers value features such as, without limitation, the elimination and/or reduction of processing fees, the adoption of "best price" guarantees and the waiver of cancellation and change fees. The ...

  • Page 83
    ... If SAVVIS were unable, for any reason, to support our primary web hosting facility, we would need to activate our secondary site at AT&T. We outsource most of our domestic call center and customer service functions, and use a real-time interactive voice response system with transfer capabilities to...

  • Page 84
    ... if any, any new federal court decision or new legislation will have on our issued patents or pending patent applications. See "Risk Factors - We face risks related to our intellectual property." We hold the exclusive rights to the trade names and service marks PRICELINE® and PRICELINE.COM® in the...

  • Page 85
    ...We maintain websites with the addresses www.booking.com, www.priceline.com, www.agoda.com and www.carhire3000.com, among others. We are not including the information contained on our websites as a part of, or incorporating it by reference into, this Annual Report on Form 10-K. We make available free...

  • Page 86
    ... Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the priceline.com Incorporated Code of Business Conduct and Ethics is available through the www.priceline.com website and any amendments...

  • Page 87
    ... to the total dollar value, generally inclusive of all taxes and fees, of all travel services purchased by our customers) and hotel room night reservations. This growth rate has contributed significantly to our growth in revenue, gross profit and earnings per share. Over time, Booking.com, Agoda and...

  • Page 88
    ...on our priceline.com hotel and rental car businesses, and could have a material adverse effect on our business, results of operations and financial condition. Conversely, decreased airfares can adversely impact our Name Your Own Price® airline tickets sales by reducing the amount of absolute dollar...

  • Page 89
    ... commerce service or participate or invest in other similar services. United Airlines prohibits certain travel agents from using United's merchant processing system for retail credit card transactions. When accepting credit cards for payment, such agents must use their own merchant accounts and...

  • Page 90
    ... than airline tickets or hotel room night reservations, a reduction in retail rental car rates has a disproportionately adverse effect on sales of Name Your Own Price® rental car days since customers may be less likely to accept the trade-offs associated with that service. If the industry is...

  • Page 91
    ...available on its principal website under the name "Expedia Unpublished Rates." If Expedia or Travelocity are successful in growing their opaque hotel service, our share of the discount hotel market in the U.S. could decrease. Online travel companies have also offered consumers value features such as...

  • Page 92
    ...against on-line travel companies, including us, related to, among other things, the payment of hotel occupancy and other taxes (i.e., state and local sales tax). In addition, a number of municipalities have initiated audit proceedings, issued proposed tax assessments or started inquiries relating to...

  • Page 93
    ... Name Your Own Price® system and accordingly, because those services are non-refundable in nature, we recognize travel revenue at the time a booking was generated. We recognize revenue generated from our retail hotel service, however, including Booking.com and Agoda, at the time that the customer...

  • Page 94
    ... Internet or online service companies; announcements by us or our competitors of price reductions, promotions, significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; loss of a major supplier participant, such as an airline or hotel chain; changes in the...

  • Page 95
    ... of Booking.com and Agoda's business is directed to our own websites through participation in pay-per-click advertising campaigns on Internet search engines whose pricing and operating dynamics can experience rapid change commercially, technically and competitively. In addition, we purchase web...

  • Page 96
    ... ways that negatively affect our business, results of operations and financial condition. In addition, in the aftermath of the terrorist attacks of September 11, 2001 in the United States, government agencies have been contemplating or developing initiatives to enhance national and aviation security...

  • Page 97
    ... providers, including the computerized central reservation systems of the airline, hotel and rental car industries to satisfy demand for airline tickets and priceline.com hotel room and rental car reservations. In particular, our priceline.com travel business is substantially dependent upon the...

  • Page 98
    .... We are also subject to non-income based taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes, in both the United States and various foreign jurisdictions. From time to time, we are under audit by tax authorities with respect to these non-income based...

  • Page 99
    ... difficulties. As part of our business strategy, we acquired Booking.com Limited in September 2004, Booking.com B.V. in July 2005, Agoda in November 2007 and TravelJigsaw in May 2010. We may enter into additional business combinations and acquisitions in the future. Acquisitions may result in...

  • Page 100
    ... the Booking.com, priceline.com and Agoda brands, and other owned brands, including Lowestfare.com, rentalcars.com, Breezenet.com, MyTravelGuide.com, Travelweb, hotelroom.com, TravelJigsaw and Car Hire 3000, are important aspects of our efforts to attract and expand our user and advertiser base...

  • Page 101
    ... or concerted practices between hotels and online travel companies and/or hotel room reservation "wholesalers" relating to the fixed or minimum resale prices of hotel room reservations. In September 2010, Booking.com B.V. and priceline.com Incorporated, on behalf of Booking.com, received a Notice of...

  • Page 102
    ... more third parties from utilizing a copycat business model to offer the same service in one or more categories; new prior art will not be discovered that may diminish the value of or invalidate an issued patent; or legislative or judicial action will not directly or indirectly affect the scope and...

  • Page 103
    ... impacted by purchases made using fraudulent credit cards. Because we act as the merchant-of-record in a majority of our priceline.com transactions as well as those of Agoda and TravelJigsaw, we may be held liable for accepting fraudulent credit cards on our websites as well as other payment...

  • Page 104
    .... Booking.com Limited leases approximately 16,000 square feet of office space, primarily in Cambridge, England. Booking.com B.V. leases approximately 198,000 square feet of office space in Amsterdam, Netherlands and in 20 other countries in support of its international operations. Agoda leases...

  • Page 105
    ... class actions, brought by or against states, cities and counties over issues involving the payment of hotel occupancy and other taxes (i.e., state and local sales tax) and our "merchant" hotel business. Our subsidiaries Lowestfare.com LLC and Travelweb LLC are named in some but not all of these...

  • Page 106
    ... an online travel company, was subject to that state's sales tax because Travelscape was "engaged ...in the business of furnishing accommodations." In light of this ruling, we recorded a $1.7 million charge to general and administrative expenses for the year ended December 31, 2010. In July 2010, in...

  • Page 107
    ... on the ordinance at issue in the respective action for a period of time, ranging from two to four years. The settlement amounts in these cases are not material to our results of operations for the year ended December 31, 2010. The currently pending occupancy tax matters are listed below. We intend...

  • Page 108
    ... of Oklahoma County, Oklahoma; filed Nov. 2010) Montana Department of Revenue v. Priceline.com, Inc., et al. (First Judicial District Court of Lewis and Clark County, Montana; filed Nov. 2010) Montgomery County, Maryland v. Priceline.com, Inc., et al. (United States District Court for the District...

  • Page 109
    ... names other defendants and states claims unrelated to us. The complaints allege, among other things, that we and the individual defendants violated the federal securities laws by issuing and selling priceline.com common stock in our March 1999 initial public offering without disclosing to investors...

  • Page 110
    ... or concerted practices between hotels and online travel companies and/or hotel room reservation "wholesalers" relating to the fixed or minimum resale prices of hotel room reservations. In September 2010, Booking.com B.V. and priceline.com Incorporated, on behalf of Booking.com, received a Notice of...

  • Page 111
    ... table sets forth, for the periods indicated, the high and low sales prices per share of the common stock as reported on the NASDAQ Global Select Market: 2010 First Quarter ...Second Quarter ...Third Quarter ...Fourth Quarter ...2009 First Quarter ...Second Quarter ...Third Quarter ...Fourth Quarter...

  • Page 112
    ... performance is not necessarily indicative of future stock price performance. All values assume reinvestment of the full amount of all dividends and are calculated as of the last day of each month: Measurement Point 2005 2006 2007 2008 2009 2010 Priceline.com Incorporated 100.00 195.39 514.61 329...

  • Page 113
    .... Issuer Purchases of Equity Securities The following table sets forth information relating to repurchases of our equity securities during the three months ended December 31, 2010: ISSUER PURCHASES OF EQUITY SECURITIES (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced...

  • Page 114
    ... tax assets related to domestic net operating loss carryfowards generated from operating losses. In September 2008, the Company repurchased all of the remaining outstanding shares underlying noncontrolling interests in Priceline.com International Limited. Noncontrolling interests in 2010 relates...

  • Page 115
    ... customers car rental reservations, airline tickets, vacation packages, cruises and destination services. We launched our business in the United States in 1998 under the priceline.com brand and have since expanded our operations to include, among others, the international brands Booking.com, Agoda...

  • Page 116
    ...our Name Your Own Price® services. Another impact of the growing importance of Booking.com, Agoda and TravelJigsaw is our increased exposure to foreign currency exchange risk. Because we are conducting a significant and growing portion of our business outside the United States and are reporting our...

  • Page 117
    ...available on its principal website under the name "Expedia Unpublished Rates." If Expedia or Travelocity are successful in growing their opaque hotel service, our share of the discount hotel market in the U.S. could decrease. Online travel companies have also offered consumers value features such as...

  • Page 118
    ..., primarily from our hotel business, to continue to promote the Booking.com, Agoda and TravelJigsaw brands internationally and the priceline.com brand in the United States, and, over time, to offer other travel services and further expand into other international markets. Factors beyond our...

  • Page 119
    ... states, cities and counties over issues involving the payment of hotel occupancy and other taxes (i.e., state and local sales tax) and our "merchant" hotel business. We are also involved in one consumer lawsuit relating to, among other things, the payment of hotel occupancy taxes and service fees...

  • Page 120
    ... goodwill relates to our acquisition of Booking.com. The estimated fair value for Booking.com, as well as the Company's other reporting units, is substantially in excess of their respective carrying values. Since the annual impairment test in September 2010, there have been no events or changes in...

  • Page 121
    ... travel destination or the location of the customer purchasing the travel. Gross bookings resulting from hotel room night reservations, rental car days and airline tickets sold through our domestic and international operations for the years ended December 31, 2010 and 2009 were as follows (numbers...

  • Page 122
    ... customer's credit card for the travel services provided. Merchant revenues include (1) transaction revenues representing the selling price of Name Your Own Price® hotel room reservations, rental cars and airline tickets and price-disclosed vacation packages; (2) transaction revenues representing...

  • Page 123
    ... in the sale of Agoda and priceline.com merchant price-disclosed hotel room night reservations, Name Your Own Price® hotel room night reservations and the inclusion of TravelJigsaw since its acquisition in May 2010. Agency Revenues Agency revenues for the year ended December 31, 2010 increased 59...

  • Page 124
    ... cost of revenues. Because Name Your Own Price® transactions are reported "gross" and retail transactions are primarily recorded on a "net" basis, we believe that gross profit has become an increasingly important measure of evaluating growth in our business. Our international operations accounted...

  • Page 125
    ...; (2) fees paid to third-parties that provide call center, website content translations and other services; (3) provisions for credit card chargebacks; and (4) provisions for bad debt primarily related to agency hotel commission receivables. For the year ended December 31, 2010, sales and marketing...

  • Page 126
    ... to support the growth in our Booking.com and Agoda operations, and the inclusion of TravelJigsaw since its acquisition in May 2010, partially offset by a decrease in litigation expenses primarily related to hotel occupancy tax and other tax proceedings. Information Technology Year Ended December...

  • Page 127
    ... to pay foreign taxes on our foreign income. We expect that Booking.com, Agoda and TravelJigsaw will grow their pretax income at higher rates than the U.S. over the long term and, therefore, it is our expectation that our cash tax payments will continue to increase as our international operations...

  • Page 128
    ... declines in average selling prices for our hotel and airline ticket services in most markets. The 31.2%increase in international gross bookings was attributable to growth in international hotel room night reservations for our Booking.com and Agoda businesses. Domestic gross bookings increased by 18...

  • Page 129
    ... in the sale of Name Your Own Price® hotel room night reservations and rental car days, and Agoda and domestic merchant price-disclosed hotel room night reservations, partially offset by a decline in Name Your Own Price® airline tickets. Agency Revenues Agency revenues for the year ended December...

  • Page 130
    ...® hotel room reservations from our suppliers, net of applicable taxes, (2) the cost of Name Your Own Price® rental cars from our suppliers, net of applicable taxes; and (3) the cost of Name Your Own Price® airline tickets from our suppliers, net of the federal air transportation tax, segment fees...

  • Page 131
    ...com as well as increased U.S. travel bookings, partially offset by the impact of foreign currency exchange rates. Our international operations rely primarily on online advertising, in particular keyword purchases and payments to affiliate advertisers, to support their businesses. Sales and Marketing...

  • Page 132
    ... fees for outside professionals, including litigation expenses primarily related to hotel occupancy and other tax proceedings, and increased occupancy expenses associated with new Booking.com offices, partially offset by the impact of foreign currency exchange rates. Additionally, we recorded...

  • Page 133
    ...Year Ended December 31, ($000) 2009 Depreciation and Amortization ...% of Total Gross Profit ...$39,193 3.1% 2008 $42,796 4.5% Change (8.4)% Depreciation and amortization expenses consist of: (1) amortization of intangible assets with determinable lives; (2) amortization of internally developed and...

  • Page 134
    ...Change (100.0)% Noncontrolling interests for the year ended December 31, 2008, represented income associated with the ownership of priceline.com International that was held by former shareholders of Booking.com B.V. and Booking.com Limited, including certain European based managers of that business...

  • Page 135
    ... in business volume. Net cash used in investing activities was $841.1 million for the year ended December 31, 2010. Investing activities were affected by $741.4 million net purchase of marketable securities and a payment of $112.4 million for acquisitions and other equity investments, net of...

  • Page 136
    ... state and local sales tax). In addition, a number of municipalities have initiated audit proceedings, issued proposed tax assessments or started inquiries relating to the payment of hotel occupancy and other taxes. To date, the majority of taxing jurisdictions in which we facilitate the making...

  • Page 137
    ... Statements. We reported "Other long-term liabilities" of $43 million on the Consolidated Balance Sheet at December 31, 2010, of which approximately $26 million related to our reserve for potential resolution of issues related to hotel occupancy and other hotel-related transaction taxes (refer to...

  • Page 138
    ..., that revenue growth or sustained profitability will be realized or that future borrowings or equity sales will be available in amounts sufficient to make anticipated capital expenditures, finance our strategies or repay our indebtedness. Off-Balance Sheet Arrangements. As of December 31, 2010, we...

  • Page 139
    .... Booking.com, Agoda and TravelJigsaw are subject to risks typical of international business, including, but not limited to, differing economic conditions, changes in political climate, differing tax structures, other regulations and restrictions, and foreign exchange rate volatility. From time to...

  • Page 140
    ..., the Priceline Group would also be affected by such changes. Item 8. Financial Statements and Supplementary Data The following Consolidated Financial Statements of the Company and the report of our independent registered public accounting firm are filed as part of this Annual Report on Form 10...

  • Page 141
    ... REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of priceline.com Incorporated Norwalk, Connecticut We have audited the internal control over financial reporting of priceline.com Incorporated and subsidiaries (the "Company") as of December 31, 2010...

  • Page 142
    ... have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2010 of the Company and our report dated February 25, 2011 expressed an unqualified opinion on those...

  • Page 143
    ...relating to our 2011 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2010, and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services Information required by Part...

  • Page 144
    ....sec.gov. Exhibit Number 2.1m 2.2o 3.1a 3.2b 3.3jj 3.4 4.1 4.2a 4.3a 4.4b Description Share Sale and Purchase Agreement, dated July 14, 2005 by and between the Registrant, ACME Limited and Blue Sky Investments B.V. Articles of Association of priceline.com International Limited, as amended. Amended...

  • Page 145
    ... Business Intelligence, LP and Travelweb LLC. Sale and Purchase Agreement dated September 21, 2004 by and among Priceline.com Holdco U.K. Limited and the security holders of Active Hotels Limited listed therein. Stock Option Grant Agreement with Ralph M. Bahna. Indemnification Agreement, dated...

  • Page 146
    .... Equity Purchase Agreement by and among priceline.com Mauritius Co. Ltd, priceline.com Incorporated and the shareholders of Agoda Company Ltd. and members of AGIP LLC dated November 6, 2007. Performance share unit agreement dated December 1, 2007. Form of 2007 Performance Share Unit Agreement for...

  • Page 147
    ... 32.1nn 32.2nn 101 Purchase Agreement, dated as of March 4, 2010, between the Registrant and J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the initial purchasers named therein. Form of Performance Share Unit Agreement for awards under the...

  • Page 148
    ...Certain portions of this document have been omitted pursuant to a confidential treatment request filed with the Commission pursuant to Rule 24b-2. The omitted confidential material has been filed separately with the Commission. Indicates a management contract or compensatory plan or arrangement. 74

  • Page 149
    ... 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PRICELINE.COM INCORPORATED By: /s/ Jeffery H. Boyd Name: Jeffery H. Boyd Title: Chief Executive Officer Date: February 25, 2011...

  • Page 150
    Signature Title Date /s/ Howard W. Barker, Jr. Howard W. Barker, Jr. Director February 25, 2011 /s/ Jan L. Docter Jan L. Docter Director February 25, 2011 /s/ Jeffrey E. Epstein Jeffrey E. Epstein Director February 25, 2011 /s/ James M. Guyette James M. Guyette Director February 25, ...

  • Page 151
    ... STATEMENTS Page No Report of Independent Registered Public Accounting Firm ...78 Consolidated Balance Sheets as of December 31, 2010 and 2009 ...79 Consolidated Statements of Operations for the years ended December 31, 2010, 2009 and 2008 ...80 Consolidated Statements of Changes in Stockholders...

  • Page 152
    ... ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting...

  • Page 153
    priceline.com Incorporated CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) ASSETS Current assets: Cash and cash equivalents ...Restricted cash ...Short-term investments ...Accounts receivable, net of allowance for doubtful accounts of $6,353 and $5,023, respectively......

  • Page 154
    ... 3.74 48,671 2010 Merchant revenues ...$ 1,691,640 Agency revenues ...1,380,603 Other revenues ...12,662 Total revenues ...Cost of revenues ...Gross profit ...Operating expenses: Advertising - Offline ...Advertising - Online ...Sales and marketing ...Personnel, including stock-based compensation of...

  • Page 155
    ...units and/or performance shares Repurchase of common stock Stock-based compensation and other stock based payments Conversion of debt Excess tax benefit from stock-based compensation Balance, December 31, 2008 Net income applicable to common stockholders Unrealized gain on marketable securities, net...

  • Page 156
    ... ...260 Net cash used in investing activities ...(841,098) FINANCING ACTIVITIES: Proceeds from the issuance of convertible senior notes ...Payment of debt issuance costs ...Payments related to conversion of senior notes ...Repurchase of common stock ...Proceeds from the sale of subsidiary shares to...

  • Page 157
    ...travel services, including the opportunity to purchase hotel room reservations, car rentals, airline tickets, vacation packages, cruises and destination services in a traditional pricedisclosed manner. The Company also offers its unique Name Your Own Price® service that enables its customers to use...

  • Page 158
    ... cases. Merchant revenues and accounts payable to the supplier are recognized at the conclusion of the customer's stay at the hotel or return of the rental car. The Company records the difference between the customer selling price and the supplier cost of its merchant price-disclosed reservation...

  • Page 159
    ... Taxes and State and Local Taxes The Company provides an internet travel service to facilitate online travel purchases between consumers and travel suppliers, including airline ticket, hotel and rental car reservations, and sometimes as part of a reservation package. For merchant model transactions...

  • Page 160
    ... license fees, data communications and other expenses associated with operating the Company's Internet sites and payments to outside contractors. Such costs are expensed as incurred. Income Taxes - The Company accounts for income taxes under the asset and liability method. The Company records the...

  • Page 161
    ... to hedge the impact of changes in currency exchange rates on the net assets of its foreign subsidiaries. These instruments are designated as net investment hedges. Hedge ineffectiveness is assessed and measured based on changes in forward exchange rates. The Company records gains and losses...

  • Page 162
    ..., 2010. The Company adopted this 2010 guidance effective with the three months ended March 31, 2010. See Note 5 for information on fair value measurements. In April 2009, the FASB extended the fair value disclosures currently required on an annual basis for financial instruments to interim reporting...

  • Page 163
    ... pro forma information for business combinations and additional disclosure on fair value measurements, none of the ASUs issued to date is expected to have an impact on the Company. In April 2008, the FASB issued guidance on determining the useful life of acquired intangible assets. The new guidance...

  • Page 164
    ... and related tax benefits for restricted stock and restricted stock units related to shares of priceline.com International. The following table summarizes stock option activity during the year ended December 31, 2010: Weighted Average Remaining Contractual Term 2.4 Stock Options Outstanding at...

  • Page 165
    ...performance share units is recorded based on the estimated probable outcome if the Company, and with respect to certain grants, its subsidiaries, priceline.com International and Agoda, achieve certain financial goals at the end of the performance period. The actual number of shares to be issued will...

  • Page 166
    ... 5,994 shares, 1,332 shares and 91,310 shares, respectively. The number of shares estimated to be issued at the end of the service period is 470,658 shares. Other Stock-based Payments In 2010, the Company granted 5,555 RSUs with a total grant date fair value of $1.6 million to an advertising partner...

  • Page 167
    ...notes with a maturity date greater than one year, and are included in "Other assets" on the Company's Consolidated Balance Sheets. During the year ended December 31, 2008, the Company recorded an other-thantemporary impairment in the value of a corporate note included in long-term investments in the...

  • Page 168
    ...at fair value as of December 31, 2010 are classified in the table below in the categories described below (in thousands): Level 1 ASSETS: Short-term investments U.S. government securities Foreign government securities U.S. agency securities U.S. corporate notes Long-term investments Foreign exchange...

  • Page 169
    ...a portion of its net investment in a foreign subsidiary. These contracts are all short-term in nature. Hedge ineffectiveness is assessed and measured based on changes in forward exchange rates. The net fair value of these derivatives at December 31, 2010 of $2.8 million is recorded as a liability of...

  • Page 170
    ... from hotels related to agency reservations. The Company also accrues for costs associated with purchases made on its websites by individuals using fraudulent credit cards and for other amounts "charged back" as a result of payment disputes. Changes in accounts receivable reserves consisted...

  • Page 171
    ... a dilutive impact on net income per share if the Company's average stock price for the period exceeds the conversion price for the convertible notes. The Company has Conversion Spread Hedges outstanding at December 31, 2010 that increase the effective conversion price of the Company's Convertible...

  • Page 172
    ... 2014 2015 Thereafter $ $ 31,775 29,445 28,173 28,102 25,386 89,149 232,030 A substantial portion of the intangible assets relate to our Booking.com business. In addition, purchased intangibles increased by $94.5 million as a result of the acquisition of TravelJigsaw Holdings Limited in May 2010...

  • Page 173
    ...) and contingent purchase price consideration recorded in December 2010 related to the acquisition of priceline.com Mauritius Company Limited (formerly known as Agoda) in 2007 increased goodwill by $60.1 million (refer to Note 16). As of September 30, 2010, the Company performed its annual goodwill...

  • Page 174
    ... trade available as well as the Company's stock price at the end of the reporting period. A substantial portion of the market value of the Company's debt in excess of the carrying value relates to the conversion premium on the bonds. Description of Senior Notes In March 2010, the Company issued...

  • Page 175
    ... to March 15, 2015 upon the occurrence of specified events, including, but not limited to a change in control, or if the closing sales price of the Company's common stock for at least 20 consecutive trading days in the period of the 30 consecutive trading days ending on the last trading day of the...

  • Page 176
    ... shares of the Company's common stock held in treasury. 13. NONCONTROLLING INTERESTS On May 18, 2010, the Company, through its wholly-owned subsidiary, Priceline.com International Limited ("PIL"), paid $108.5 million, net of cash acquired, to purchase a controlling interest of the outstanding...

  • Page 177
    ... the sale of the subsidiary shares in June 2010. (3) The estimated fair value was based upon standard valuation techniques using discounted cash flow analysis and industry peer comparable analysis. In connection with the Company's acquisition of Booking.com B.V. in July 2005 and Booking.com Limited...

  • Page 178
    ... on the availability of a company's net operating losses after a more than 50 percentage point ownership change occurs. The Section 382 limitation is based upon certain conclusions pertaining to the dates of ownership changes and the value of the Company on the dates of the ownership changes. It was...

  • Page 179
    ... Company has recorded a non-current foreign deferred tax liability in the amount of $56.4 million and $43.8 million at December 31, 2010 and 2009, respectively, primarily related to the assignment of fair value to certain purchased identifiable intangible assets associated with various acquisitions...

  • Page 180
    ... recorded in the fourth quarter of 2010. The effective income tax rate of the Company is different from the amount computed using the expected U.S. statutory federal rate of 35% as a result of the following items (in thousands): Income tax expense at federal statutory rate Adjustment due to: State...

  • Page 181
    ...actions, brought by or against states, cities and counties over issues involving the payment of hotel occupancy and other taxes (i.e., state and local sales tax) and the Company's "merchant" hotel business. The Company's subsidiaries Lowestfare.com LLC and Travelweb LLC are named in some but not all...

  • Page 182
    ... fees, from its entire U.S. "merchant" hotel business (which includes, among other things, the differential between the price paid by a customer for the Company's service and the cost of the underlying room) of approximately $1.1 billion. This gross profit was earned in over a thousand taxing...

  • Page 183
    ..., an online travel company, was subject to that state's sales tax because Travelscape was "engaged ...in the business of furnishing accommodations." In light of this ruling, the Company recorded a $1.7 million charge to general and administrative expenses for the year ended December 31, 2010. In...

  • Page 184
    ... 2009); (Commonwealth of Kentucky Court of Appeals; appeal filed Apr. 2010) St. Louis County, Missouri v. Prestige Travel, Inc. et al. (Circuit Court of St. Louis County, Missouri; filed July 2009) The Village of Rosemont, Illinois v. Priceline.com, Inc., et al. (U.S. District Court for the Northern...

  • Page 185
    ...of Revenue v. Priceline.com, Inc., et al. (First Judicial District Court of Lewis and Clark County, Montana; filed Nov. 2010) Montgomery County, Maryland v. Priceline.com, Inc., et al. (United States District Court for the District of Maryland; filed Dec. 2010) The Company has also been informed by...

  • Page 186
    ... and states claims unrelated to the Company. The complaints allege, among other things, that the Company and the individual defendants violated the federal securities laws by issuing and selling priceline.com common stock in its March 1999 initial public offering without disclosing to investors that...

  • Page 187
    ... of the Company, acquired 100% of the total share capital of priceline.com Mauritius Company Limited (formerly known as the Agoda Company, Ltd.) ("Agoda") and AGIP LLC. The purchase price for the acquisition, including acquisition costs, consisted of an initial purchase price paid by the Company in...

  • Page 188
    ... for United Kingdom reported separately for prior periods to be consistent with the 2010 presentation. 19. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) First Quarter Second Third Quarter Quarter (In thousands, except per share data) Fourth Quarter 2010 Total revenues(1) ...Gross profit ...Net...

  • Page 189
    First Quarter 2009 Total revenues ...Gross profit ...Net income(2)...Net income applicable to common stockholders(2) ...Net income applicable to common stockholders per basic common share ...Net income applicable to common stockholders per diluted common share... Second Third Quarter Quarter (In ...

  • Page 190
    ... Number 2.1m 2.2o 3.1a 3.2b 3.3jj 3.4 4.1 4.2a 4.3a 4.4b 4.5b 4.6b 4.7d 4.8c 4.9c 4.10d 4.11b 4.12b 4.13u 4.14u Description Share Sale and Purchase Agreement, dated July 14, 2005 by and between the Registrant, ACME Limited and Blue Sky Investments B.V. Articles of Association of priceline.com...

  • Page 191
    ... Plan Award Agreement - Restricted Stock Units for Employees in the Netherlands. Form of Performance Share Agreement under the priceline.com Incorporated 1999 Omnibus Plan. Underwriting Agreement, dated September 5, 2006, among priceline.com Incorporated, the selling stockholders listed on Schedule...

  • Page 192
    ...between priceline.com Incorporated and Kees Koolen. Purchase Agreement, dated as of March 4, 2010, between the Registrant and J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the initial purchasers named therein. Form of Performance Share Unit...

  • Page 193
    ... with priceline.com's registration of 1.00% Convertible Senior Notes due 2010 and Shares of Common Stock Issuable Upon Conversion of the Notes. Previously filed as an exhibit to the Form 10-Q for the quarterly period ended September 30, 2003. Previously filed as an exhibit to the Form 8-K filed on...

  • Page 194
    ...100% 100% Name 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Priceline.com Europe Holdco, Inc. Priceline.com Holdco U.K. Limited priceline.com International Ltd. Booking.com Limited priceline.com Bookings Acquisition Company Limited Booking.com B.V. Lowestfare.com LLC Travelweb LLC Priceline.com Agoda Holdco, LLC...

  • Page 195
    ...25, 2011, relating to the consolidated financial statements of priceline.com Incorporated and subsidiaries (the "Company") and the effectiveness of the Company's internal control over financial reporting appearing in this Annual Report on Form 10-K of the Company for the year ended December 31, 2010...

  • Page 196
    ... I, Jeffery H. Boyd, certify that: 1. I have reviewed the Annual Report on Form 10-K of priceline.com Incorporated (the "Registrant") for the year ended December 31, 2010; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact...

  • Page 197
    ... reviewed the Annual Report on Form 10-K of priceline.com Incorporated (the "Registrant") for the year ended December 31, 2010; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements...

  • Page 198
    ... Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: February 25, 2011 Name: Title: /s/ Jeffery H. Boyd Jeffery H. Boyd President & Chief Executive Officer The...

  • Page 199
    ... 63 of title 18, United States Code), the undersigned officer of priceline.com Incorporated, a Delaware corporation (the "Company"), hereby certifies that, to his knowledge: The Annual Report on Form 10-K for the 12 months ended December 31, 2010 (the "Report") of the Company fully complies with the...

  • Page 200
    ...Guyette EXECUTIVE OFFICERS Jeffery H. Boyd President and Chief Executive Officer Glenn D. Fogel Head of Worldwide Strategy and Planning, Vice President, Corporate Development Adrian Currie Chairman, Agoda.com and Managing Director (Australia & New Zealand), Booking.com B.V. Daniel J. Finnegan Chief...