Priceline.com Reports 3rd Quarter 2003 Financial Results; Hotel Service Sells Record 1.6 Million Room Nights

Grows 41% Year over Year; Rental Car Service Sells Record 1.1 Million Rental Car Days, Grows 43% Year over Year

NORWALK, Conn. - Priceline.com(R) PCLN today reported 3rd quarter 2003 net income of $9.7 million, or $0.24 per share, on revenues of $243.4 million. Net income applicable to common stockholders was $0.21 per share inclusive of a non-cash preferred stock dividend of $1.2 million. Priceline.com's net income of $0.24 per share exceeded First Call analyst consensus of $0.21 per share and came in ahead of priceline.

By comparison, in the 3rd quarter 2002, priceline.com had a net loss applicable to common stockholders of $24.3 million, or $0.64 per share, adjusted for priceline.com's recent reverse stock split, on revenues of $240 million. The 3rd quarter 2002 net loss included $24.2 million in non-cash impairment charges. Gross travel bookings for the 3rd quarter 2002 were $275.3 million.

"Priceline.com achieved several product sales records in the 3rd quarter 2003 and recorded year-over-year increases in gross travel bookings, revenues, gross profit and earnings per share," said Jeffery H. Boyd, priceline.com's President and Chief Executive Officer. "The company achieved solid bottom line results in the 3rd quarter as continued strong hotel and rental car results and expense control offset softening air results."

Priceline.com reported that, during the 3rd quarter 2003 it sold a record 1.6 million hotel room nights, representing a 41 percent increase over the same period a year ago and a record 1.1 million rental car days, representing a 43 percent year-over-year increase.

Priceline.com's gross profit for the 3rd quarter 2003 was $40.6 million, compared to $37.7 million a year ago. Gross margin for the quarter was 16.7 percent, compared to 15.7 percent a year ago. Priceline.com finished the 3rd quarter 2003 with a base of 18.7 million customers, which represents a growth of 22 percent over the last year. The 3rd quarter 2003 also benefited from $1.6 million of other income, which was primarily composed of contribution from pricelinemortgage.

Priceline.com also reported that, in the 3rd quarter 2003, it successfully redesigned and began testing a new airline tickets service that gives customers a choice between naming their own price for a ticket and picking from a wide selection of flight times, airlines and low fares. Regardless of the option the customer chooses, search results are delivered in real-time, making ticket purchases fast and easy.

Other product developments included

  • During the 3rd quarter, priceline.com expanded its U.S. hotel business to offer hotel rooms in Australia, Japan, South Korea, Indonesia, Malaysia and Taiwan.
  • During the 3rd quarter, priceline.com began offering hotel rooms supplied by TravelWeb LLC through priceline.com's Lowestfare.com retail travel service. Travelweb is the hotel service jointly owned by Marriott, Hyatt, Hilton, Starwood, Intercontinental, priceline.com and Pegasus Systems.
  • Priceline.com introduced an enhanced rental cars product with faster response times, improved user guidance, a new retail option and a best-price guarantee. Under the guarantee, priceline.com will credit the difference if a customer finds a better published price for their rental car purchase.

Looking forward, Mr. Boyd said, "Third quarter results were negatively affected by weakening demand for airline tickets in September, which has continued in the 4th quarter. With the deployment of our new airline ticket service, which was designed to address low bind rates and expand our addressable market, we expect 4th quarter results to be affected by a shift in the mix of our business, with more retail and fewer opaque tickets being sold. We also intend to add an additional $3 million to our advertising budget across the 4th quarter and 1st quarter next year to support the relaunch of our airline ticket product. October revenues were approximately $68 million, down 6% from year-ago levels, and we expect monthly sequential decreases in revenues in November and December, consistent with normal seasonality and the ongoing shift in the mix of our business towards retail airline tickets in which revenue is reported on a net basis. We are also projecting the following operational and financial metrics for the fourth quarter:

  • Gross Bookings up by more than 10% year-over-year.
  • Gross Margins between 17% - 17.5%.
  • Opaque hotel room nights sold up 25% - 30% year-over-year.
  • Rental car days sold up 35% - 45% year-over-year.
  • GAAP earnings per share of $0.02 - $0.08 cents. (compared to a $0.20 loss in 4th quarter of 2002)

Mr. Boyd continued, "We believe the recent weakness in air demand is addressable. After a nearly full year hiatus, we are beginning to advertise our airline product again and will continue that effort in the 1st quarter 2004. Customer response to our new airline tickets service and its increased choice has been encouraging. For example, while the sale of opaque airline tickets decreased approximately 15% on the new service versus pre-launch levels, retail tickets sold in the latter part of October increased approximately 125% versus pre-launch levels. With continued growth in hotels and rental cars and the repositioning of our airline ticket service, we believe that priceline.com is positioned to sustain growth in gross bookings, gross profit and earnings per share into 2004."

About priceline.com - Priceline.com offers products for sale in two categories: a travel service that offers leisure airline tickets, hotel rooms, rental cars, vacation packages and cruises; and a personal finance service that offers home mortgages, refinancing and home equity loans through an independent licensee. Priceline.com operates the retail travel Web sites Lowestfare.com and . Priceline.com is part-owner of Travelweb LLC. Priceline.com licenses its business model to independent licensees, including pricelinemortgage and certain international licensees.

Information About Forward-Looking Statements - This press release 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, "may," "will," "should," "could," "expects," "does not currently expect," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "targets," "projecting," 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 products as the result of, among other things, terrorist attacks; adverse changes in the Company's relationships with airlines and other product and service providers including, without limitation, the withdrawal of suppliers from the priceline.com system; the bankruptcy or insolvency of another major domestic airline; the effects of increased competition; systems-related failures and/or security breaches; the Company's ability to protect its intellectual property rights; losses by the Company and its licensees; final adjustments made in closing the quarter; legal and regulatory risks and the ability to attract and retain qualified personnel. For a detailed discussion of these and other factors that could cause the Company's actual results to differ materially from those described in the forward-looking statements, please refer to the Company's most recent Form 10-Q, Form 10-K and Form 8-K filings with the Securities and Exchange Commission. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

This supplement is unaudited and intended as a supplement to, and should be read in conjunction with, the Company's audited financial statements and the notes thereto filed with the SEC on Form 10-K and unaudited quarterly financial statements filed with the SEC on Form 10-Q. Certain data have been reclassified in order to conform historical information in a manner consistent with current presentation and has not been audited in this form. Certain presentations within this supplement are not consistent with Generally Accepted Accounting Principles.


priceline.com Incorporated


Consolidated Statements of Operations
In thousands, except per share
 data (Unaudited)

Income Statement Analysis        1Q02      2Q02      3Q02      4Q02
 --------- --------- 

Merchant revenues              $259,667  $302,670  $237,961  $195,814
Agency revenues                     218       211       160       131
Other revenues                    2,000     1,575     1,843     1,356
                               --------- --------- --------- 
     Total revenues             261,885   304,456   239,964   197,301

Cost of merchant revenues       219,511   255,972   201,949   166,710
Cost of agency revenues               -         -         -         
Cost of other revenues              381       336       274       107
                               --------- --------- --------- 
     Total costs of revenues    219,892   256,308   202,223   166,817
                               --------- --------- --------- 

                       Gross
                       profit   $41,993   $48,148   $37,741   $30,484
                               --------- --------- --------- 

Operating expenses:
  Advertising                    10,227    12,777    11,649    10,011
  Sales and marketing             9,259    10,463     7,667     5,310
  Personnel                       7,721     8,434     8,397     7,493
  General and administrative      3,208     3,536     3,247     3,187
  Information technology          3,087     3,198     2,581     3,142
  Depreciation and amortization   4,458     4,490     4,850     4,466
  Option payroll taxes              104        16         -         
  Stock based compensation          250       250       250       250
  Special charge/(reversal)           -      (200)        -         
  Restructuring
   charge/(reversal)               (824)        -       (92)    4,654
  Severance charge/(reversal)         -       (55)        -         
  Impairment charge                   -         -    24,229         
  Warrant costs                       -         -         -         
                               --------- --------- --------- 

  Total operating expenses      $37,490   $42,909   $62,778   $38,513

Operating income (loss)          $4,503    $5,239  ($25,037)  ($8,029)

Other income (expenses):
Interest income, net                782       788       656       617
Equity in income of investees,
 net                                492       245       394         
Other                               (36)       37       164         1
                               --------- --------- --------- 

Total other income               $1,238    $1,070    $1,214      $618

Net income (loss)                $5,741    $6,309  ($23,823)  ($7,411)

     Preferred stock dividend    (1,854)        -      (490)        
                               --------- --------- --------- 

Net income (loss) applicable to
 common stockholders             $3,887    $6,309  ($24,313)  ($7,411)
                               ========= ========= ========= =========

Net income (loss) applicable to
 common stockholders per basic
 common share                     $0.10     $0.16    ($0.64)   ($0.20)
                               ========= ========= ========= =========

Net income (loss) applicable to
 common stockholders per
 diluted common share             $0.10     $0.16    ($0.64)   ($0.20)
                               ========= ========= ========= =========

(1) Weighted average common
 shares:
     Basic                       37,917    38,280    37,879    37,452
     Diluted                     39,995    39,917    37,879    37,452
Common shares outstanding, end
 of period                       38,257    38,298    37,451    37,452
 --------- --------- 

Gross margin                       16.0%     15.8%     15.7%     15.5%

Consolidated Statements of Operations
In thousands, except per share
 data
(Unaudited)

Income Statement Analysis                1Q03        2Q03      3Q03
 --------- 

Merchant revenues                        $198,608  $236,943  $240,584
Agency revenues                             1,005     1,476     1,895
Other revenues                                874     1,147       962
                               ------------------- --------- 
     Total revenues                       200,487   239,566   243,441

Cost of merchant revenues                 167,500   199,072   202,793
Cost of agency revenues                         -         -         
Cost of other revenues                          -         -         
                               ------------------- --------- 
     Total costs of revenues              167,500   199,072   202,793
                               ------------------- --------- 

                       Gross
                        profit            $32,987   $40,494   $40,648
                               ------------------- --------- 

Operating expenses:
  Advertising                              11,098    10,774    10,284
  Sales and marketing                       6,864     7,789     7,242
  Personnel                                 7,512     7,547     7,441
  General and administrative                2,819     2,642     3,058
  Information technology                    2,367     2,604     1,878
  Depreciation and amortization             3,912     2,787     2,510
  Option payroll taxes                          -       102       154
  Stock based compensation                      -        70       106
  Special charge/(reversal)                     -         -         
  Restructuring
   charge/(reversal)                            -         -      (137)
  Severance charge/(reversal)                   -         -         
  Impairment charge                             -         -         
  Warrant costs                             6,638         -         
                               ------------------- --------- 

  Total operating expenses                $41,210   $34,315   $32,536

Operating income (loss)                   ($8,223)   $6,179    $8,112

Other income (expenses):
Interest income, net                          492       405       229
Equity in income of investees,
 net                                            -     1,105     1,389
Other                                           -         -         
                               ------------------- --------- 

Total other income                           $492    $1,510    $1,618

Net income (loss)                         ($7,731)   $7,689    $9,730

     Preferred stock dividend                (297)        -    (1,194)
                               ------------------- --------- 

Net income (loss) applicable to
 common stockholders                      ($8,028)   $7,689    $8,536
                               =================== ========= =========

Net income (loss) applicable to
 common stockholders per basic
 common share                              ($0.21)    $0.20     $0.22
                               =================== ========= =========

Net income (loss) applicable to
 common stockholders per
 diluted common share                      ($0.21)    $0.20     $0.21
                               =================== ========= =========

(1) Weighted average common
 shares:
     Basic                                 37,477    37,635    38,044
     Diluted                               37,477    39,284    39,812
Common shares outstanding, end
 of period                                 37,495    37,925    38,291
 --------- 

Gross margin                                 16.5%     16.9%     16.7%

Consolidated Statements of Operations
In thousands, except per share
 data
(Unaudited)
                                       3Q03  9 months  9 months 9 mos.
                                        vs.    2003       2002   2003
                                       3Q02  --------  -------    vs.
Income Statement Analysis             -----                     9 mos.
                                        2002
                                                                 

Merchant revenues                         1% $676,135  $800,298   -16%
Agency revenues                        1084%    4,376       589   643%
Other revenues                          -48%    2,983     5,418   -45%
                                             --------- 
     Total revenues                       1%  683,494   806,305   -15%

Cost of merchant revenues                 0%  569,365   677,432   -16%
Cost of agency revenues                   -         -         -     
Cost of other revenues                 -100%        -       991  -100%
                                             --------- 
     Total costs of revenues              0%  569,365   678,423   -16%
                                             --------- 

                       Gross
                       profit             8% $114,129  $127,882   -11%
                                             --------- 

Operating expenses:
  Advertising                           -12%   32,156    34,653    -7%
  Sales and marketing                    -6%   21,895    27,389   -20%
  Personnel                             -11%   22,500    24,552    -8%
  General and administrative             -6%    8,519     9,991   -15%
  Information technology                -27%    6,849     8,866   -23%
  Depreciation and amortization         -48%    9,209    13,798   -33%
  Option payroll taxes                    -       256       120   113%
  Stock based compensation              -58%      176       750   -77%
  Special charge/(reversal)               -         -      (200) -100%
  Restructuring
   charge/(reversal)                     49%     (137)     (916)  -85%
  Severance charge/(reversal)             -         -       (55) -100%
  Impairment charge                    -100%        -    24,229     
  Warrant costs                           -     6,638         -     
                                             --------- 

  Total operating expenses              -48% $108,061  $143,177   -25%

Operating income (loss)                  NM    $6,068  ($15,295)   NM

Other income (expenses):
Interest income, net                    -65%    1,126     2,226   -49%
Equity in income of investees,
 net                                    253%    2,494     1,131   121%
Other                                  -100%        -       165  -100%
                                             --------- 

Total other income                       33%   $3,620    $3,522     3%

Net income (loss)                        NM    $9,688  ($11,773)   NM

     Preferred stock dividend           144%   (1,491)   (2,344)  -36%
                                             --------- 

Net income (loss) applicable to
 common stockholders                     NM    $8,197  ($14,117)   NM
                                             ========= =========

Net income (loss) applicable to
 common stockholders per basic
 common share                            NM     $0.22    ($0.37)   NM
                                             ========= =========

Net income (loss) applicable to
 common stockholders per
 diluted common share                    NM     $0.21    ($0.37)   NM
                                             ========= =========

(1) Weighted average common
      shares:
     Basic                                0%   37,726    38,025    -1%
     Diluted                              5%   38,883    38,025     2%
Common shares outstanding, end
 of period                                2%   38,291    37,451     2%
        ----- --------- --------- 


Gross margin                                     16.7%     15.9%

(1) Reflects one-for-six reverse stock split.

priceline.com Europe Ltd.


Statements of Operations (1)
In thousands, except per share data
(Unaudited)

Income Statement Analysis                      1Q02     2Q02    3Q02


Merchant revenues                              $3,075  $3,180  $2,909
Agency revenues                                     1       -       
Other revenues                                     14       -       
                                   
     Total revenues                             3,090   3,180   2,909

Cost of merchant revenues                       2,647   2,882   2,574
Cost of agency revenues                             -       -       
Cost of other revenues                              -       -       
                                   
     Total costs of revenues                    2,647   2,882   2,574
                                   

                       Gross profit              $443    $298    $335
                                   

Operating expenses:
  Advertising                                      36     301     245
  Sales and marketing                             329     325     331
  Personnel                                       634     326     591
  General and administrative                      540     572     794
  Information technology                          629     527     511
  Depreciation and amortization                   184     174     175
  Restructuring charge                              -       -       
                                   

  Total operating expenses                     $2,352  $2,225  $2,647

Operating loss                                ($1,909)($1,927)($2,312)

Other income:
Interest income                                     6       4       6
Other                                               -       -       1
                                   

Total other income                                 $6      $4      $7

Net loss                                      ($1,903)($1,923)($2,305)
                                   ===================================

Net loss per parent basic and
 diluted share                                 ($0.05) ($0.05) ($0.06)
                                   ===================================

(2) Weighted average common
 shares:
     Basic                                     37,917  38,280  37,879
     Diluted                                   39,995  39,917  37,879



Gross margin                                     14.3%    9.4%   11.5%


priceline.com Europe Ltd.


Statements of Operations (1)
In thousands, except per share data
(Unaudited)

Income Statement Analysis                 4Q02    1Q03   2Q03   3Q03


Merchant revenues                         $1,894 $1,102   $957 $1,039
Agency revenues                                -     39     35     42
Other revenues                                 -      -      -      
                                   
     Total revenues                        1,894  1,141    992  1,081

Cost of merchant revenues                  1,644    971    850    891
Cost of agency revenues                        -      -      -      
Cost of other revenues                         -      -      -      
                                   
     Total costs of revenues               1,644    971    850    891
                                   

                       Gross profit         $250   $170   $142   $190
                                   

Operating expenses:
  Advertising                                272     63     22     32
  Sales and marketing                        292     66     49     62
  Personnel                                  280     81     23     50
  General and administrative                 845    626    621    799
  Information technology                     472    130     10      6
  Depreciation and amortization              177     27      -      
  Restructuring charge                     1,790      -      -   (137)
                                   

  Total operating expenses                $4,128   $993   $725   $812

Operating loss                           ($3,878) ($823) ($583) ($622)

Other income:
Interest income                                3      1      2      3
Other                                          -      -      -      
                                   

Total other income                            $3     $1     $2     $3

Net loss                                 ($3,875) ($822) ($581) ($619)
                                   ===================================

Net loss per parent basic and
 diluted share                            ($0.10)($0.02)($0.02)($0.02)
                                   ===================================

(2) Weighted average common
 shares:
     Basic                                37,452 37,477 37,635 38,044
     Diluted                              37,452 37,477 39,284 39,812


Gross margin                                13.2%  14.9%  14.3%  17.6%

priceline.com Europe Ltd.

Statements of Operations (1)
In thousands, except per share data
(Unaudited)
                                     3Q03    9 months 9 months  9 mos.
                                 vs. 3Q02        2003     2002   2003
                                 --------    --------- -------    vs.
Income Statement Analysis                                       9 mos.
                                        2002
                                                                

Merchant revenues                    -64%        $3,098  $9,164   -66%
Agency revenues                        -            116       1 11500%
Other revenues                         -              -      14  -100%
                                                
     Total revenues                  -63%         3,214   9,179   -65%

Cost of merchant revenues            -65%         2,712   8,103   -67%
Cost of agency revenues                -              -       -     
Cost of other revenues                 -              -       -     
                                                
     Total costs of revenues         -65%         2,712   8,103   -67%
                                                

                       Gross profit   -43%         $502  $1,076   -53%
                                                

Operating expenses:
  Advertising                         -87%          117     582   -80%
  Sales and marketing                 -81%          177     985   -82%
  Personnel                           -92%          154   1,551   -90%
  General and administrative            1%        2,046   1,906     7%
  Information technology              -99%          146   1,667   -91%
  Depreciation and amortization      -100%           27     533   -95%
  Restructuring charge                   -         (137)      -     
                                                

  Total operating expenses             -69%      $2,530  $7,224   -65%

Operating loss                          NM      ($2,028)($6,148)   NM

Other income:
Interest income                        -50%           6      16   -63%
Other                                 -100%           -       1     
                                                

Total other income                      NM           $6     $17    NM

Net loss                                NM      ($2,022)($6,131)   NM
                                                ================

Net loss per parent basic and
 diluted share                          NM       ($0.05) ($0.16)   NM
                                                ================

(2) Weighted average common
 shares:
     Basic                               0%      37,726  38,025    -1%
     Diluted                             5%      38,883  38,025     2%
             

Gross margin                                      15.6%    11.7%

(1) Does not inclide certain intercompany consolidation
adjustments.

(2) Reflects one-for-six reverse stock split.

priceline.com Incorporated


Consolidated Balance Sheets
In thousands
(Unaudited)



 ASSETS                                         3/31/2002   6/30/2002
                                              ------------ 

 CURRENT ASSETS:
    Cash and cash equivalents                     $92,051     $98,140
    Restricted cash                                17,454      19,573
    Short-term investments                         68,327      62,458
    Accounts receivable, net of allowance for
     doubtful accounts                             20,218      21,977
    Prepaid expenses and other current assets      10,544       8,640
                                              ------------ 

         Total current assets                     208,594     210,788


 PROPERTY AND EQUIPMENT, net                       31,291      28,205
 INTANGIBLE ASSETS, net                               631         566
 GOODWILL                                          22,535      22,535
 OTHER ASSETS                                      19,100      20,040
                                              ------------ 

    TOTAL ASSETS                                 $282,151    $282,134
                                              ============ ===========


 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES:
    Accounts payable                              $62,177     $55,422
    Accrued expenses                               31,750      32,318
    Other current liabilities                       5,050       4,954
                                              ------------ 
         Total current liabilities                 98,977      92,694

    Long-term accrued expenses                      2,365       1,483
    Long-term debt                                      -           
                                              ------------ 
         Total liabilities                        101,342      94,177
                                              ------------ 

 SERIES B MANDATORILY REDEEMABLE  PREFERRED
  STOCK                                            13,470      13,470
                                              ------------ 

 STOCKHOLDERS' EQUITY:
    Common stock                                    1,880       1,882
    Treasury stock                               (326,633)   (326,633)
    Additional paid-in capital                  2,032,547   2,033,313
    Deferred compensation                               -           
    Accumulated deficit                        (1,540,455) (1,534,145)
    Accumulated other comprehensive income              -          70
                                              ------------ 
         Total stockholders' equity               167,339     174,487
                                              ------------ 

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $282,151    $282,134
                                              ============ ===========


priceline.com Incorporated


Consolidated Balance Sheets
In thousands
(Unaudited)



 ASSETS                                         9/30/2002  12/31/2002
                                               ----------- 

 CURRENT ASSETS:
    Cash and cash equivalents                     $66,857     $67,182
    Restricted cash                                18,174      18,248
    Short-term investments                         67,478      64,154
    Accounts receivable, net of allowance for
     doubtful accounts                             16,654      13,636
    Prepaid expenses and other current assets       9,068       6,348
                                               ----------- 

         Total current assets                     178,231     169,568


 PROPERTY AND EQUIPMENT, net                       25,279      21,413
 INTANGIBLE ASSETS, net                               998       1,174
 GOODWILL                                          10,517      10,517
 OTHER ASSETS                                       8,793       8,490
                                               ----------- 

    TOTAL ASSETS                                 $223,818    $211,162
                                               =========== ===========


 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES:
    Accounts payable                              $40,972     $35,375
    Accrued expenses                               25,861      27,889
    Other current liabilities                       3,495       2,063
                                               ----------- 
         Total current liabilities                 70,328      65,327

    Long-term accrued expenses                      1,001         715
    Long-term debt                                      -           
                                               ----------- 
         Total liabilities                         71,329      66,042
                                               ----------- 

 SERIES B MANDATORILY REDEEMABLE  PREFERRED
  STOCK                                            13,470      13,470
                                               ----------- 

 STOCKHOLDERS' EQUITY:
    Common stock                                    1,884       1,884
    Treasury stock                               (338,410)   (338,410)
    Additional paid-in capital                  2,033,938   2,033,944
    Deferred compensation                               -           
    Accumulated deficit                        (1,558,458) (1,565,869)
    Accumulated other comprehensive income             65         101
                                               ----------- 
         Total stockholders' equity               139,019     131,650
                                               ----------- 

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $223,818    $211,162
                                               =========== ===========


priceline.com Incorporated


Consolidated Balance Sheets
In thousands
(Unaudited)



 ASSETS                               3/31/2003  6/30/2003  9/30/2003
                                     

 CURRENT ASSETS:
 Cash and cash equivalents              $52,560    $69,292   $115,302
 Restricted cash                         17,025     16,869     20,750
 Short-term investments                  70,194     62,992    148,027
 Accounts receivable, net of
  allowance for doubtful accounts        16,106     23,565     18,809
 Prepaid expenses and other current
  assets                                  6,243      8,158      6,737
                                     

      Total current assets              162,128    180,876    309,625


 PROPERTY AND EQUIPMENT, net             17,690     16,106     16,603
 INTANGIBLE ASSETS, net                   1,086      3,808      3,687
 GOODWILL                                10,517     10,517      9,534
 OTHER ASSETS                            16,837     17,699     22,829
                                     

 TOTAL ASSETS                          $208,258   $229,006   $362,278
                                     =================================


 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES:
 Accounts payable                       $36,020    $46,863    $38,467
 Accrued expenses                        24,983     23,296     22,972
 Other current liabilities                2,833      2,134      3,100
                                     
      Total current liabilities          63,836     72,293     64,539

 Long-term accrued expenses                 422        276        545
 Long-term debt                               -          -    125,000
                                     
      Total liabilities                  64,258     72,569    190,084
                                     

 SERIES B MANDATORILY REDEEMABLE
  PREFERRED STOCK                        13,470     13,470     13,470
                                     

 STOCKHOLDERS' EQUITY:
 Common stock                             1,886        303        306
 Treasury stock                        (338,410)  (338,410)  (338,410)
 Additional paid-in capital           2,040,850  2,048,785  2,055,540
 Deferred compensation                        -     (1,619)    (1,514)
 Accumulated deficit                 (1,573,897)(1,566,208)(1,557,672)
 Accumulated other comprehensive
  income                                    101        116        474
                                     
      Total stockholders' equity        130,530    142,967    158,724
                                     

 TOTAL LIABILITIES AND STOCKHOLDERS'
  EQUITY                               $208,258   $229,006   $362,278
                                     =================================

priceline.com Incorporated


Gross Bookings


                            1Q02               2Q02          3Q02
                   ----------------------- ------------- 

Merchant                     $302,563,553  $351,038,533  $271,921,795

Agency                          4,250,791     3,744,496     3,385,312
                   ----------------------- ------------- 

Total                        $306,814,344  $354,783,029  $275,307,107

priceline.com Incorporated


Gross Bookings
                                                                  3Q03
                                                                   vs.
                  4Q02         1Q03         2Q03         3Q03     3Q02
              

Merchant      $218,100,177 $226,738,785 $267,038,521 $266,639,525  -2%

Agency          10,227,969   20,777,964   30,022,691   33,875,424 901%
              

Total         $228,328,146 $247,516,749 $297,061,212 $300,514,949   9%



Gross Bookings represent the total dollar value of travel booked,
 inclusive of taxes and fees, through the priceline.com,
 lowestfare.com and  sites.

The information included above is for  U.S. operations  only.

priceline.com Incorporated


Offer and Customer Activity



Unique Offers:            1Q02         2Q02         3Q02
        ------------ ------------ 

New Customer Offers       874,792      964,464      825,026
Repeat Customer Offers  1,530,745    1,819,872    1,707,494
        Total Unique
         Offers         2,405,537    2,784,336    2,532,520

Repeat customer
 offers/                     63.6%        65.4%        67.4%
     total unique
     offers

Customers

New Customers             874,792      964,464      825,026

Cumulative Customers   13,567,403   14,531,867   15,356,893

priceline.com Incorporated


Offer and Customer Activity
                                                                  3Q03
                                                                   vs.
Unique Offers:           4Q02       1Q03       2Q03       3Q03    3Q02

New Customer Offers      759,465    749,009    902,013    920,014  12%
Repeat Customer Offers 1,496,970  1,488,906  1,842,387  1,989,675  17%
        Total Unique
         Offers        2,256,435  2,237,915  2,744,400  2,909,689  15%

Repeat customer
 offers/                    66.3%      66.5%      67.1%      68.4%
     total unique
      offers

Customers

New Customers            759,465    749,009    902,013    920,014  12%

Cumulative Customers  16,116,358 16,865,367 17,767,380 18,687,394  22%


The information included above is for U.S. operations, and
 includes merchant opaque transactions only.
priceline.com Incorporated


Air

                               1Q02                 2Q02       3Q02
                   ----------------------------- ---------- 
Tickets Sold                    866,643           921,201     643,659

Net Unique Offers             1,391,478         1,533,442   1,195,664
Offers Booked                   580,555           619,590     441,406
Bind Rate                          41.7%             40.4%       36.9%

bind rate = offers booked/net unique offers

priceline.com Incorporated


Air


                                                                  3Q03
                                                                   vs.
                             4Q02      1Q03      2Q03      3Q03   3Q02
                          
Tickets Sold                468,926   439,270   446,143   371,620 -42%

Net Unique Offers         1,225,988 1,107,329 1,274,139 1,171,237  -2%
Offers Booked               341,244   302,306   303,668   260,102 -41%
Bind Rate                      27.8%     27.3%     23.8%     22.2%

bind rate = offers
 booked/net unique offers

The information included above is for U.S. operations,
 and includes merchant opaque transactions only.

priceline.com Incorporated


Hotels



                                          1Q02      2Q02       3Q02
                                        -------- ---------- 
Room Nights Sold                        909,107  1,089,586  1,144,988

Net Unique Offers                       629,145    812,285    931,323
Offers Booked                           417,306    499,065    539,899
Bind Rate                                  66.3%      61.4%      58.0%

bind rate = offers booked/net unique offers


priceline.com Incorporated


Hotels


                                                                  3Q03
                                                                   vs.
                              4Q02     1Q03      2Q03      3Q03   3Q02
                            
Room Nights Sold            961,124 1,229,887 1,499,512 1,613,412  41%

Net Unique Offers           748,200   878,619 1,143,870 1,346,410  45%
Offers Booked               463,434   578,867   711,421   785,673  46%
Bind Rate                      61.9%     65.9%     62.2%     58.4%

bind rate = offers
 booked/net unique offers

The information included above is for U.S. operations, and
 includes merchant opaque transactions only.

priceline.com Incorporated


Rental Cars

                                  1Q02                 2Q02     3Q02
                    -------------------------------- -------- 
Days Sold                       738,021              793,616  741,167

Net Unique Offers               303,611              335,059  302,554
Offers Booked                   139,776              148,483  143,593
Bind Rate                          46.0%                44.3%    47.5%

bind rate = offers booked/net unique offers

priceline.com Incorporated


Rental Cars


                                                                  3Q03
                                                                   vs.
                                  4Q02    1Q03    2Q03     3Q03   3Q02
                                
Days Sold                       555,465 635,676 827,809 1,061,753  43%

Net Unique Offers               244,278 251,967 326,391   392,042  30%
Offers Booked                   110,482 127,147 163,150   208,490  45%
Bind Rate                          45.2%   50.5%   50.0%     53.2%

bind rate = offers booked/net
 unique offers


The information included above is for U.S. operations,
 and includes merchant opaque transactions only.


                      priceline.com Incorporated
                      CONSOLIDATED BALANCE SHEETS
                       (In thousands, unaudited)


                                                September    December
                                                     30,        31,
ASSETS                                              2003       2002
                                               ----------- 

 Current assets:
 Cash and cash
 equivalents                                     $115,302     $67,182
 Restricted cash                                   20,750      18,248
 Short-term
  investments                                     148,027      64,154
 Accounts
  receivable, net of
  allowance for
  doubtful accounts
  of $1,111 and $1,262
  at September 30,
  2003 and
  December 31,
  2002,
  respectively                                     18,809      13,636
  Prepaid expenses
  and other current
  assets                                            6,737       6,348
                                               ----------- 

                       Total current
                          assets                  309,625     169,568

 Property and equipment, net                       16,603      21,413
 Intangible assets, net                             3,687       1,174
 Goodwill                                           9,534      10,517
 Other assets                                      22,829       8,490
                                               ----------- 

                       Total assets              $362,278    $211,162
                                               =========== ===========


 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:
     Accounts payable                             $38,467     $35,375
     Accrued expenses                              22,972      27,889
     Other current
      liabilities                                   3,100       2,063
                                               ----------- 
          Total current
           liabilities                             64,539      65,327

     Long-term accrued
      expenses                                        545         715
     Long-term debt                               125,000           
                                               ----------- 
          Total
           liabilities                            190,084      66,042

 SERIES B MANDATORILY REDEEMABLE PREFERRED
  STOCK                                            13,470      13,470

 Stockholders' equity
Common stock                                          306       1,884
Treasury stock                                   (338,410)   (338,410)
Additional paid-in
capital                                         2,055,540   2,033,944
Deferred
compensation                                       (1,514)          
Accumulated deficit                            (1,557,672) (1,565,869)
Accumulated other
comprehensive
income                                                474         101
                                               ----------- 
Total
stockholders'
equity                                            158,724     131,650
                                               ----------- 

Total liabilities
and stockholders'
equity                                           $362,278    $211,162
                                               =========== ===========


                      priceline.com Incorporated
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share
                           data, unaudited)

                                Three Months Ended   Nine Months Ended
                               September September September September
                                    30,       30,      30,        30,
                                    2003     2002      2003     2002
                                 ------------------ 

Merchant revenues                $240,584 $237,961  $676,135 $800,298
Agency revenues                     1,895      160     4,376      589
Other revenues                        962    1,843     2,983    5,418
                                 ------------------ 
     Total revenues               243,441  239,964   683,494  806,305

Cost of merchant revenues         202,793  201,949   569,365  677,432
Cost of agency revenues                 -        -         -        
Cost of other revenues                  -      274         -      991
                                 ------------------ 
     Total costs of revenues      202,793  202,223   569,365  678,423
                                 ------------------ 

Gross profit                       40,648   37,741   114,129  127,882
                                 ------------------ 

Operating expenses:
     Advertising                   10,284   11,649    32,156   34,653
     Sales and marketing            7,242    7,667    21,895   27,389
     Personnel                      7,441    8,397    22,500   24,552
     General and administrative,
      including option payroll
      taxes of $154 and $0 for the 
      three months ended September 30,
      2003 and 2002, respectively,
      and $256 and $120 for the
      nine months ended September 30,
      2003 and 2002, respectively   3,212    3,247     8,775   10,111
     Information technology         1,878    2,581     6,849    8,866
     Depreciation and
      amortization                  2,510    4,850     9,209   13,798
     Stock based compensation         106      250       176      750
     Special charge (reversal)          -        -         -     (200)
     Restructuring charge
      (reversal)                     (137)     (92)     (137)    (916)
     Severance charge (reversal)        -        -         -      (55)
     Impairment charge                  -   24,229         -   24,229
     Warrant costs                      -        -     6,638        
                                 ------------------ 

     Total operating expenses      32,536   62,778   108,061  143,177
                                 ------------------ 

Operating income (loss)             8,112  (25,037)    6,068  (15,295)

Other income:
     Interest income                  596      677     1,539    2,269
     Interest expense                (367)     (21)     (413)     (43)
     Equity in income of
      investees, net                1,389      394     2,494    1,131
     Other                              -      164         -      165
                                 ------------------ 
     Total other income             1,618    1,214     3,620    3,522
                                 ------------------ 

 Net income (loss)                  9,730  (23,823)    9,688  (11,773)
 Preferred stock dividend          (1,194)    (490)   (1,491)  (2,344)
                                 ------------------ 

Net income (loss) applicable to
 common stockholders               $8,536 $(24,313)   $8,197 $(14,117)
                                 ================== ==================

Net income (loss) applicable to
 common stockholders per basic
 common share                       $0.22   $(0.64)    $0.22   $(0.37)
                                 ================== ==================

Weighted average number of basic
 common shares outstanding (1)     38,044   37,879    37,726   38,025
                                 ================== ==================

Net income (loss) applicable to
 common stockholders per diluted
 common share                       $0.21   $(0.64)    $0.21   $(0.37)
                                 ================== ==================

Weighted average number of
 diluted common shares
 outstanding (1)                   39,812   37,879    38,883   38,025
                                 ================== ==================



(1)  Reflects one-for-six  reverse stock split.
Finance Finance Sales & Marketing

Priceline, part of Booking Holdings Inc., is a world leader in travel deals. Priceline offers exclusive discounts on hotels, flights, alternative accommodations, rental cars, cruises and packages. We offer more than a million lodging properties, helping travelers find the right accommodation at the right price. We negotiate great deals every day, and put our best pricing on the Priceline app.