Jeffery H. Boyd - President, Chief Executive Officer, Director Daniel J. Finnegan - Chief Financial Officer, Senior Vice President, Chief Accounting Officer Robert J. Mylod Jr. - Vice Chairman of the Board, Head - Worldwide Strategy and Planning

Jennifer Watson - Goldman Sachs Mark Mahaney - Citigroup Justin Post - Merrill Lynch Michael Millman - Millman Research Associates Imran Khan - J.P. Morgan Vance Edelson - Morgan Stanley Marianne Wowk - Susquehanna Scott Kessler - Standard & Poor’s Scott Barry - Credit Suisse James Cakmak - Sidoti & Company

Welcome to Priceline's second quarter 2009 conference call. Priceline would like to remind everyone that this call may contain forward-looking statements which are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. 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 forecast in any such forward-looking statements. Expressions of future goals and similar expressions reflecting something other than historical fact are intended to identify forward-looking statements. For a list of factors that could cause Priceline's actual results to differ materially from those described in the forward-looking statements please refer to the Safe Harbor statement at the end of Priceline's earnings press release, as well as Priceline's most recent filings with the Securities and Exchange Commission. Unless required by law, Priceline undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. A copy of Priceline's earnings press release, together with an accompanying financial and statistical supplement, is available in the investor relations section of Priceline's website located at www.priceline.com. And now, I would like to introduce Priceline's speakers for this afternoon, Jeff Boyd and Dan Finnegan. Go ahead, gentlemen. Jeffery H. Boyd: Thank you very much and good morning, everybody. Welcome to Priceline's second quarter conference call. I am here with Priceline's Vice Chairman, Bob Mylod, and CFO Dan Finnegan. I will make some opening remarks, Dan will give a detailed financial review, and then I will sum up. After the prepared portion, we will take questions. Priceline reported consolidated gross bookings for the second quarter of approximately $2.4 billion, up 12.8% year over year. Pro forma net income was $99 million, or $2.02 per share versus $1.55 the prior year. Second quarter results surpassed First Call consensus estimates of $1.75 per share and our guidance for the quarter. Worldwide hotel room night reservations were $15.7 million for the quarter, up 44% year over year. While the global economic environment remains challenging, we were pleased to see accelerating growth in hotel unit sales, which allowed us to overcome the continued impact of negative year-over-year pricing and currency trends. Our international business gained momentum throughout the quarter, with 32% gross bookings growth on a local currency basis. Higher unit sales were tempered by a decline in hotel ADRs that, while significant, came in at the low-end of our range for guidance. International gross bookings benefited from geographic expansion, growth in hotel supply, and growth in new markets. Booking.com’s worldwide hotel count now exceeds 71,000 hotels in over 70 countries. The fundamental strength of the business has allowed us to continue to invest in the future while delivering impressive current earnings growth. We intend to continue to invest in geographic expansion and integration initiatives. In distribution, we have increased our spend in online channels and we’re able to drive demand growth with reasonable efficiency despite lower unit prices. We believe we have an opportunity to drive growth, share gains, and new market penetration through these investments and we intend to pursue that opportunity aggressively. Agoda had a good quarter in the face of macro headwinds that have driven down unit pricing. Supply and infrastructure investments are paying off and the team is doing an excellent job capturing demand from Asian travelers. Priceline's domestic gross bookings grew 11% in the second quarter with accelerating growth in hotel unit sales tempered by a significant year-over-year decrease in hotel pricing and, as expected, a sequential decline in the growth rate of retail airline tickets. Domestic merchant gross bookings, which include [opaque] services and retail merchant hotels, continued to show strong growth despite a decline in our air opaque business. We continued to see attractive domestic unit growth rates as suppliers use discounts and promotions to spur demand and leisure travelers responded. We believe the online travel distribution channel has played a valuable role in promoting consumer demand in a vacation season that looked at the outset to pose considerable challenge to the supplier community. Our industry spent well over $150 million in the second quarter advertising and marketing the great travel deals available and the result was better-than-expected leisure demand. The second quarter marks the first full quarter in the post booking fee era and on balance, the trend Priceline pioneered over two years ago has been in my opinion a positive for the online travel industry and certainly a positive for Priceline. First, we are satisfied with our growth rates and outlook for the domestic business and believe we are still taking share and building on our brand strength. Second, we do not believe that competitive matching has hurt our domestic profitability. While our competition has experienced a significant hit to revenue, management of expenses has mitigated the impact and the online travel space as a whole has a more competitive posture. Finally, while we believe the fee reduction initiative helped reinforce our brand leadership in the value category, our opaque savings continue to provide the most important value -- a point which is underscored by the momentum of the domestic business as a whole. In summary, despite the numerous macro challenges, the business performed above our expectations in the second quarter and I think my colleagues around the world for their hard work and dedication. I will now turn the call over to Dan for the detailed financial review. Daniel J. Finnegan: Thanks, Jeff. I will discuss some of the highlights and operating results and cash flows for the quarter and then provide guidance for the third quarter 2009. We experienced strong unit growth rates in the second quarter versus prior year, enabling us to grow pro forma EBITDA and further expand operating leverage while continuing to increase advertising support for our brands. Economic conditions continue to present a significant challenge and to pressure demand and pricing for the overall travel industry. Despite these external factors, our growth rate for gross bookings dollars and hotel room nights accelerated sequentially as compared to first quarter. Hotel room nights booked grew by 44% in second quarter versus last year. This compares to a 36% growth rate in hotel room nights for the first quarter. Gross booking dollars grew by 12.8% for the second quarter, after applying the impact of lower average prices and unfavorable currency exchange rates. Average daily rates, or ADRs, for our international hotel service were down by about 9% versus Q2 2008 and were down by about 11% for our domestic hotel service. Our second quarter guidance was based on an assumption that ADRs for our international hotel service would be down by 9% to 11% and that ADRs for our domestic hotel service would be down by 11% to 13%, so ADR decreases were at the better end of both ranges. FX rates were favorable to the $1.36 per Euro and $1.52 per Pound that prevailed when we gave guidance in May. However, when comparing our results to the prior year, FX rates continued to be a significant headwind. The average exchange rates for the Euro and the Pound versus the dollar were down 13% and 21% respectively in second quarter 2009 versus second quarter 2008. In summary, room night growth accelerated in the back half of the quarter and ADRs and FX rates were favorable to the assumptions used for guidance, resulting in performance that exceeded the top end of our range of guidance in all key operating metrics from gross bookings to EPS. Gross profit was $305 million and grew 20% as compared to prior year. Our domestic business generated gross profit of $108.6 million, which represented a 20% growth rate versus prior year. Gross profit for our international operations amounted to $196.6 million and also grew by 20%. Total operating expenses were generally in line with guidance. Sales and marketing expense was favorable versus guidance because bad debt and charge back expenses were lower than the amounts we assumed for guidance. Advertising was higher than guidance, driven mainly by the overperformance in gross bookings. Advertising efficiency exceeded guidance but was down slightly versus prior year, mainly due to lower average prices for hotel room nights and airline tickets. On a year-over-year basis, we increased operating expenses by 14%, as we continue to invest in marketing, people, and new offices to support the growth of our business. We recorded below-the-line expenses in the quarter of about $5 million versus our guidance of $3 million. The variance is due primarily to larger than forecasted FX hedging expense resulting from the aforementioned weaker than forecasted dollar. In summary, pro forma EBITDA for Q2 amounted to $126 million, which exceeded our forecast of $102 million to $112 million and represents 25% growth versus prior year. In terms of cash flow, we generated approximately $95 million of cash from operations during second quarter 2009. We spent about $5 million on CapEx in the quarter and repaid $16 million principal amount of convertible debt, bringing us to an outstanding debt balance of $356 million at quarter end. This leaves us at quarter end with a cash and marketable securities balance that is about $233 million in excess of our outstanding debt balance. Additionally, we have a $175 million revolving credit facility that is undrawn and that doesn’t expire until September 2012. As we have highlighted in the past, our fully diluted share count, particularly as it relates to equivalent shares outstanding for our convertible debt, tends to vary based upon our average stock price. We include equivalent shares in our fully diluted share count for the theoretical number of shares that would be issued if our outstanding convertible notes were actually converted. Since our average stock price was lower in the second quarter of 2009 than the same period in 2008, our diluted share count is also lower in 2009 versus prior year. For third quarter guidance, we are forecasting total third quarter gross bookings to grow by 20% to 26%, with domestic gross bookings growing by approximately 20%. We expect international gross bookings expressed in U.S. dollars to grow by 21% to 29% as compared to last year and to grow on a local currency basis by approximately 30% to 39%. We expect our bookings growth rate versus prior year to continue to be negatively impacted by significant decreases in ADRs. Our third quarter guidance is based on an assumption that the rate of decline in our ADRs will flatten to slightly improve in both our domestic and international businesses versus the rates of decline that we saw in Q2. We expect our international growth rate to also be adversely impacted by fluctuations in foreign currency exchange rates. Our forecast assumes that exchange rates remain at the same $1.42 per Euro and $1.67 per British Pound as Friday’s closing rates. At or near these exchange rates, FX will continue to present a headwind for the third quarter of 2009 as the average rates for the third quarter of 2008 were stronger from a Euro and Pound perspective by approximately 6% and 13% respectively. We have hedged contracts in place to substantially shield our third quarter net earnings from any deterioration in the Euro or Pound going forward but these hedges do not offset the impact of translation on our gross bookings, revenue, and gross profit. Although ADR decreases and FX rate fluctuations continue to hamper our growth expressed in U.S. dollars, our guidance assumes that room night growth will exceed gross bookings growth as we continue to experience organic growth and market share gains. We expect Q3 revenue to grow year-over-year by approximately 19% to 23% and gross profit dollars to grow by approximately 23% to 27%. As for Q3 operating expenses, we are targeting consolidated advertising expenses of approximately $122 million to $125 million, with approximately 94% of that amount being spent on online advertising. We expect sales and marketing expense of between $24.5 million and $25.5 million. We expect personnel costs, excluding stock-based compensation, to come in between $41.5 million and $42.5 million. We expect G&A expenses of approximately $16.5 million to $17.5 million. We expect information technology costs of approximately $5.5 million and depreciation and amortization expense excluding acquisition amortization of approximately $4 million. We expect total below-the-line negative impact of approximately $1.7 million, which is comprised primarily of foreign exchange hedging expense and net interest expense. This compares to below-the-line positive impact of $2.7 million in Q3 of 2008. The $4 million unfavorable swing from year to year is driven mostly by FX hedging. During Q3 2008, the dollar strengthened throughout the quarter and we recorded gains on our hedged contracts as a result. For Q3 2009, the FX rate assumption I just mentioned would represent weakening of the dollar versus the early part of the quarter and we therefore would record FX hedging expense. Pro forma EBITDA is expected to range between $178 million and $188 million, and we are targeting pro forma fully diluted EPS of approximately $2.70 to $2.85 per share, which represents 16% growth year over year at the midpoint. Our pro forma EPS forecast includes an estimated cash income tax of approximately $36 million to $39 million, comprised of international income taxes and alternative minimum tax in the U.S. Our pro forma EPS guidance is based upon a pro forma diluted share count of approximately 50 million shares, which is based on Friday night’s closing stock price of $131.32 per share. This is higher than our share count of 48.9 million in Q3 2008 due to the convertible note impact on share count that I just discussed. As for expected GAAP results, we expect to report a GAAP EPS of $2.15 to $2.30 per share. The difference between our GAAP and pro forma results is driven by pro forma adjustments to exclude acquisition related amortization, stock-based compensation, and certain income tax expenses, all of which are non-cash in nature, to arrive at pro forma earnings. In addition, we adopted FASB stat position APB 14-1 on January 1, 2009, on a retrospective basis. Therefore, our GAAP results for 2009 and 2008 include non-cash interest expense for amortization of debt discounts and in 2009, include non-cash gains related to debt conversions. We have excluded these non-cash items for pro forma purposes. The impact of the FSP on our GAAP results is summarized in our 10-Q. Lastly, as of January 1, 2009, we ceased making a pro forma adjustment to exclude payroll taxes related to stock-based compensation due to the relative insignificance of the expense to our earnings. Our guidance assumes that macroeconomic conditions in general and conditions in the consumer travel market in particular remain relatively unchanged. Given the current macroeconomic conditions, we emphasize that actual performance during the third quarter against our guidance is subject to greater variability than in the past. I will now turn the call back over to Jeff for some closing comments. Jeffery H. Boyd: Thanks, Dan. The travel industry continues to cope with serious revenue challenges tied to the worldwide recession. Weak demand, particularly for business travel and groups, and lower yields are leading to declines in important revenue metrics. Online travel companies are helping to mitigate this by pouring resources into marketing, promotions, and value pricing to the leisure traveler and there is evidence that the downward trend in unit pricing may be starting to stabilize, at least in the near term. We have made good progress in building our international hotel business during this challenging time and the accelerating sequential growth in unit sales and continued share gains are the result of this hard work. Our major brands have good marketplace momentum and the scale to offer the best service to consumers and the best distribution value to our suppliers. We also believe we have the ability to invest in building our brands through initiatives like the fee cut while still delivering solid earnings growth. We have built a sizable global hotel business; however, we account for only a tiny fraction of the global opportunity and are excited to continue building the business in all of our core and new markets. We will now take your questions.

(Operator Instructions) Our first question comes from Jennifer Watson of Goldman Sachs. Jennifer Watson - Goldman Sachs: Great. Thank you. Could you guys provide a little bit of color on the geographical strength and weakness in the international bookings trends, as well as comment on I think the guidance basically would assume that your unit growth remains relatively consistent in 3Q versus 2Q on the hotel room nights sold, given your expectation that ADRs are kind of staying stable at this point? Jeffery H. Boyd: Sure. In terms of geographic color, while as you guys know we don’t get into detail about how specific markets are performing. Consistent with prior periods, we are seeing nice higher growth rates in a lot of our new markets than we are seeing in the established core markets in Western Europe, although I am happy to say you can't report the high unit growth rate numbers that we’ve reported without having good solid growth in those places too but we are still very much dedicated to building up the new markets. We think they represent the growth for the future and it’s our intention to continue working on that. In terms of guidance for the room nights, Bob, do you want to -- Robert J. Mylod Jr.: Jen, your observations are generally correct that if you sort of do the math of how we are guiding to ADRs and gross bookings, we intend to, or we expect that hotel room night growth is going to be very strong and roughly similar to where we were in Q2. Jennifer Watson - Goldman Sachs: And do you think -- is that part of your execution or do you see signs that the industry is actually starting to improve to some degree in Europe? Jeffery H. Boyd: I think when we got into the beginning of the summer season, there was really an open question as to whether the leisure traveler would show up with the same force that they have in prior years because of the recession and the numbers that we’ve reported and I think the numbers that have been reported by our competition indicate that the leisure travel demand was better than folks expected and I think part of that was driven by the availability of a lot of low prices. So there’s a little bit of cause and effect in terms of better-than-expected demand but still pressure on year-over-year ADRs.

Our next question comes from Mark Mahaney of Citigroup. Mark Mahaney - Citigroup: Thank you. Two questions -- could you address some of the occupancy tax issues and comment on whether specifically you think that the New York City ruling could undermine some of the back tax collection efforts that you see in municipalities in other parts of the country? And then secondly, could you talk broadly about what an economic recovery, a cyclical recovery in leisure travel means to Priceline's model, how you would actually see it flow through as ADRs, stabilize, what the business looks like when a year from now hopefully we’re in a growth environment again? Thanks. Jeffery H. Boyd: Okay, Mark, with respect to occupancy tax, I am going to be a little circumspect in my comments. We have filed a 10-Q this morning that has fulsome disclosure of all of the aspects of that and I recommend everybody take a look at it. I do tend to think that passing a new regulation with very specific wording in it really is focused more on going forward and does tend to indicate that the regulation did not require payment of taxes in the past. And I think in that regard, while nobody in our industry thinks it’s a good idea to pass taxes on travel, the travel industry is under a lot of pressure right now and hotels and airlines and others are having difficulty earning money. It’s not a great idea to add taxes to the burden they are already facing in the face of this recession but if a jurisdiction intends to collect a tax, the way to do it is to pass a regulation that clearly indicates the tax is payable. With respect to the cyclical recovery and what does that mean for our business, I don’t want to get into the business of predicting how the business will perform under hypothetical economic conditions but if you look at the major difference between our business over the last 12 months and in the prior 12 month period, we had very significant benefits in the earlier period from increasing ADRs and very strong fundamental consumer demand. I think that in a cyclical recovery, those benefits would come back and accrue to our industry again. You’d have less discounting and it’s open to question as to whether the discounting is more important than having strong fundamental demand and strong pricing but it’s certainly our preference and I think our business although is performing very well right now in the face of these conditions, it was performing better 12 months ago.

(Operator Instructions) Our next question comes from Justin Post of Merrill Lynch. Justin Post - Merrill Lynch: Thanks. My question concerns competitive offerings. When you look at the hotel market, your competitors are getting obviously great deals on inventory. Is there anything out there that Priceline, especially in Europe, won’t be able to match because your model might be a little bit different than a merchant model? And then also on the air side, it looks like a growth of air tickets has accelerated competitors. You touched on that a little bit in your opening remarks but any reason to think that they are taking some of your tickets away or is that really just coming from hotel, air direct sites for your competitors and not really coming from you? Thank you. Jeffery H. Boyd: I don’t think there’s anything, Justin, in our business model anywhere around the world that would prevent us from being able to match competitive promotions out there in the marketplace. We make business decisions as to whether to commit resources to matching those promotions and I think here domestically, our name-your-own price savings still are dramatically more favorable to the customer than one night free if you buy four nights, so we feel like we are very strongly positioned, even with that kind of promotional activity here although there’s nothing to say that in future, we wouldn’t be able to offer that kind of a thing here in the United States and there’s nothing in the booking.com model or the Agoda model that prevents them from offering that kind of lower pricing for multi-night stays, which is really what the principal promotional activity has been here in the United States and in Europe. With respect to airline tickets, we reported decent airline ticket growth in the quarter. It was a decelaration from the previous quarter and that’s absolutely the impact of our competitors matching but I don’t think that it would make sense to say that they are taking share from us because their business is so much bigger than ours. They’ve got to be able to be taking some share from the suppliers in order to generate the turnaround in growth rates that they’ve been reporting so I don’t view that so much as taking share from us but rather mitigating our own growth rate.

Our next question comes from Michael Millman of Millman Research Associates. Michael Millman - Millman Research Associates: Thank you. Could you talk about whether you are seeing any change in travel habits for leisure? And also surprising that you continue to show pretty good car strength despite the car companies, rental car companies telling us that they have very tight fleets. Thank you. Jeffery H. Boyd: The question that we get a lot about travel behavior is are the consumer [inaudible] and some of the supplier companies reported some indication of that but our comment there is that we have always had a significant amount of our demand in the last couple of weeks before travel and we remain a business that has a lot of last minute demand. With respect to rental car, there’s no question that fleet constraints have had an impact on our ability to sell opaque products but because we sell a lot of retail on Priceline.com with a very nice booking engine and great supply, and we also have a couple of standalone retail websites including rentalcars.com, which we think is one of the best urls in the space, that allows us to fill in retail when we are unable to close on the opaque side and that balance has allowed us to deliver pretty steady growth on the rental car side.

Our next question comes from Imran Kahn of J.P. Morgan. Imran Khan - J.P. Morgan: Thank you for taking my questions. Two questions -- Jeff, you talked about continued investment on geographic expansion. Could you help us understand what are some of the new markets you see most opportunity in the near-term? And secondly, use of free cash flow -- the company continues to generate strong free cash flow on top of the cash you have. How should we think about the use of cash for the business? Thank you. Jeffery H. Boyd: With respect to investments in geographic expansion, we pointed out in prior calls that the new markets that we are talking about include Asia for both Agoda and booking.com, which is as everybody is aware a very large and growing market and we think holds a lot of potential for the future. The online travel business is very nascent in that market and I think there’s a lot of room for our businesses to succeed there. It includes Eastern Europe for booking.com in particular, which is also a new and developing market, which we’ve got a great start in. For booking.com, it includes North America, which has opportunities for international travelers that are customers of booking.com coming to the United States and I’ve mentioned before that that’s been a successful and important initiative. We are also opening offices in places like Sao Paolo, Capetown, South Africa in the Middle East so we are building in some of these other markets that while small again I think provide an opportunity for growth in the future. With respect to use of free cash flow, Dan, why don’t you take that one? Daniel J. Finnegan: With free cash flow, Imran, I think you can look to our past. It would be a pretty good predictor of possible uses for the future. So acquisitions are something we are always looking at, debt retirement is -- you know, we talked about $16 million of debt conversion in Q2 and in our Q we talk about -- I think there’s $40 million or so that’s already been presented to us for Q3 and more may come in before the quarter closes. So repayment of our outstanding convertible debt, and then lastly we’ve made stock repurchases in the past. We have $65 million currently authorized under an outstanding approval from our board, so we may continue to be opportunistic in that area as well.

Our next question comes from Vance Edelson of Morgan Stanley. Vance Edelson - Morgan Stanley: Thanks a lot. With the amount that you look to spend in 3Q on marketing at or near record levels, I was just wondering how you would characterize the main drivers -- is it that you are coping with potentially weaker demand so you need to really spur the consumer or is it the competitive moves that other players have made cutting price? Or is this just an opportune time to try and take market share? Jeffery H. Boyd: I think it’s really the latter. We consistently have spent to ROI targets that while not cast in stone are fairly firm and so we do not find ourselves spending up dramatically because we think the competition is spending. We really are sort of on our own path there but as I mentioned previously, we are opening up a lot of new markets and that takes investment on the marketing front too and we are just going to continue to aggressively invest in building up the brands and we think that there’s really an opportunity for us while many of our competition are reigning in their marketing spend in order to deal with the loss of operating margin resulting from having to forego processing fees. That’s not an issue for us. We’re able to increase our marketing spend and we are very happy that we’ve been able to do that while still delivering industry leading earnings growth. Vance Edelson - Morgan Stanley: Okay, thanks.

Our next question comes from Marianne Wowk of Susquehanna. Marianne Wowk - Susquehanna: Thank you. I have two quick questions -- you increased hotel properties by about 5,000 Q-over-Q -- can I assume that most of that is outside of your core base in Europe or are you able to give us some sense of what percentage of the hotel properties are in Europe? And then the second question, can you talk to the counter-cyclical benefits to the name-your-own-price business in terms of consumer demand and hotel inventory and how that might perform in a stronger environment? Thanks very much. Jeffery H. Boyd: We don’t specifically break out geographically where the hotels that we add are located but it would be safe to assume that we are focusing on building out the new markets and that a substantial portion of those hotels are in new markets. With respect to the counter cyclical benefits of name-your-own price and what that means in a good market, speaking most specifically about hotels but also about air and rental car, we have traditionally over the last several years had very good support from the supplier community when demand has been strong because our model presents suppliers with a revenue management tool to push their pricing up when demand is strong. And that’s what suppliers strive to do in a strong market is push up pricing and they can deliver whatever demand they can’t fill to an opaque channel like Priceline.coma and overall their yields as a whole are better. And so we’ve had very good supply during strong markets. Another thing in a strong market that helps us is as prices go up, the value of the savings we provide also goes up and so from a consumer perspective, they look at high prices and say boy, I can really save a lot of money on Priceline, that’s where I want to go. So again, I emphasize that we in general would much prefer for a strong market, for yields moving up, for high occupancies and load factors it’s all fine because the suppliers use our offering as a tool to push their pricing up.

Our next question comes from Scott Kessler from Standard & Poor’s. Scott Kessler - Standard & Poor’s: Consistent with that question to some extent, can you talk about what you expect the impact of essentially U.S. airline capacity constraints and reductions that are forthcoming to have on your business at least domestically? Thanks. Jeffery H. Boyd: The airlines have been steadily reducing their capacity now for going on three years and the math of it is in general to have fewer seats to fly can limit the inventory that’s available not just us for opaque but as a matter of arithmetic, it limits the number of seats that are available to be sold by every travel agent, so reducing capacity is a negative in terms of volume. There’s no question that it’s the right thing to do from the airline’s perspective and again reducing capacity is about pushing yields up per seat mile flown. That’s what they need to do to drive profitability and again, we can allow airlines who are adjusting their schedules to push the pricing up and to be confident that they’ve got a channel to move the distressed inventory if they push it a little bit too far and they’ve got some empty seats in the back of the plane. Scott Kessler - Standard & Poor’s: All right. Thanks.

Our next question comes from Scott Barry of Credit Suisse. Scott Barry - Credit Suisse: Good morning. Jeff, your leverage clearly is benefiting from lower keyword search pricing. Could you just talk to the other factors maybe that were offsetting the slower unit pricing headwind? Robert J. Mylod Jr.: You know, we typically don’t comment on keyword prices. The thing that we always work on, however, no matter what the keyword environment, is our conversion and things like improvements to the website help your conversion. Things like adding supply and in particular aggressively adding supply in new markets, that can help your conversion and so that’s really the biggest offset that we can focus on in an environment where unit pricing is down. Jeffery H. Boyd: In fact, Scott, as Bob just -- if you look at the relationship of online advertising expense relative to our gross profit, you can see actually that we were delivering quite a lot of leverage a number of quarters ago but as Dan mentioned in his remarks, our unit gross profit per hotel room night sold has come down because of ADR, so that’s actually represented a little bit of a headwind for us in terms of the relationship between online and gross profit. So again, you don’t see it numerically displayed as if we are benefiting hugely from reduced keyword pricing.

Our next question comes from James Cakmak of Sidoti & Company. James Cakmak - Sidoti & Company: Good morning. Just really quickly on the European front, your competition is stating that they are being pretty aggressive about ramping up their supplier network over there. How long and how much confidence do you have that you will be able to maintain your competitive advantage over there? And secondly on the domestic bookings, you know, it was still posting strong double-digit growth but somewhat decelerating -- is this something that you could attribute to maybe greater consumer confidence with [price disclosed] travel or -- yeah, that’s it. Jeffery H. Boyd: Okay, Dan I think will take the second question first. Daniel J. Finnegan: James, the guidance actually implies acceleration in our growth rate for domestic for Q3, so we grew gross bookings in Q2 by about 11% and we are forecasting approximately 20% for Q3. Jeffery H. Boyd: And I would note that that forecast and what we reported is significantly better domestic growth than our competition has reported despite the fact that they are enjoying the benefit of cutting fees, which is a benefit that will accrue to them for one year, basically and then they will anniversary that benefit, whereas we anniversaried it more than a year go. With respect to competition in Europe, I think it’s fair to say that our competition has been very much focused on booking.com in particular for well over two years now and if you went back and read the transcripts for our competitors, you would see in those transcripts words dedicated to what is being done in Europe to compete with booking.com. And so the notion that somehow now all of a sudden we’ve got to face competition that we haven’t faced competition before in my opinion is a little bit of an overstatement of what the situation is. There’s no question that our competition is focused on it. Expedia, their acquisition of [Venna Ray] was very much focused on trying to build an agency model to compete with booking.com and Orbitz in their conference call said that they are going to be all about hotels now, so we take that competition very, very seriously but we are not steering our business in response to what our competition is doing. We are trying to remain focused on building out the hotel platform, building out our new geographies and making sure we are doing the best possible job of driving international demand to all of the hotels that we work with and making sure all of the customers we have around the world can participate in buying in that network. So that has been I think a successful formula for us and as I mentioned in my prepared remarks, I think the opportunity for us to continue to do that is a very powerful and exciting opportunity.

Our next question comes from Mark Mahaney of Citigroup. Mark Mahaney - Citigroup: Some quick follow-up questions -- any qualitative comments on the Agoda growth? I think you had in the past couple of quarters talked about triple digit growth -- anything there? And then on the European opportunity, any additional comments you want to make as to whether -- where you are in terms of thinking about selling products beyond hotels and overall about Internet advertising topics you’ve talked about in the past? I just want an update. Thanks a lot. Jeffery H. Boyd: Sure. Bob, why don’t you talk about Agoda? Robert J. Mylod Jr.: Again, as you know, Mark, we don’t disclose Agoda separately. It’s part of our international gross bookings which as you can see were very strong during the quarter but I would also say qualitatively Agoda had a very good quarter despite the fact that they’ve been running into several headwinds, significant headwinds at least in terms of how it affects their business individually. They’ve had currency headwinds. They’ve had political instability in their home market, Thailand and they have also had probably a little bit more impact related to swine flu concerns than we’ve had in the United States. But despite all of that, they continue to grow at very significant double-digit rates and we are very happy with how they are doing so far. Jeffery H. Boyd: And with respect to other products in Europe, I think that we still are really not selling any other travel product seriously in Europe and our advertising revenue is de minimus to non-existent. We think that over time, advertising could be an opportunity but we are going to be very careful about that because we are experiencing a very nice unit growth rates and we don’t want to do anything that could interfere with that but it does represent a future opportunity. With respect to selling other products in Europe or internationally, I think that’s certainly something that is within the range of things we might do in the future but it’s probably a little further off than advertising.

I am showing no further questions, sir. Jeffery H. Boyd: Thank you all very much for participating in the call.

Ladies and gentlemen, this does conclude today’s conference. Thank you for your participation and have a wonderful day. You may all disconnect.