Priceline 2010 Annual Report Download - page 141

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Item 9A. Controls and Procedures
Disclosure Controls and Procedures. Under the supervision and with the participation of our management,
including our principal executive officer and our principal financial officer, we conducted an evaluation of our
disclosure controls and procedures, as such term is defined under Exchange Act Rule 13a-15(e). Based on this
evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls
and procedures were effective as of the end of the period covered by this annual report.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we included a report of our management’s
assessment of the design and effectiveness of our internal controls for the year ended December 31, 2010. Our
independent registered public accounting firm also attested to, and reported on, our management’s assessment of the
effectiveness of internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting. Our management is responsible for
establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange
Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal
executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal
control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
Based on our evaluation, our management concluded that our internal control over financial reporting was
effective as of December 31, 2010.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Changes in Internal Controls. No change in our internal control over financial reporting (as such term is
defined in Exchange Act Rule 13a-15(f)) occurred during the three months ended December 31, 2010 that materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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, based on criteria established in Internal Control — Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s
management is responsible for maintaining effective internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial reporting, included in “Management’s Report on Internal
Control Over Financial Reporting” appearing in Item 9A. Our responsibility is to express an opinion on the
Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of,
the company’s principal executive and principal financial officers, or persons performing similar functions, and
effected by the company’s board of directors, management, and other personnel to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in