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

James Cakmak - Sidoti & Co. Scott Barry - Credit Suisse Imran Khan - J.P. Morgan Mark Mahaney - Citigroup Ingrid Chung - Goldman Sachs Justin Post - Merrill Lynch Ross Sandler - RBC Capital Markets Michael Millman - Millman Research Associates Michael Olson - Piper Jaffray Doug Anmuth - Barclays Capital

Welcome to Priceline's third 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 forecasted 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 statements 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'd like to introduce Priceline's speakers for this afternoon - Jeff Boyd and Bob Mylod. Go ahead, gentlemen. Jeffery H. Boyd: Thank you very much, and welcome to Priceline's third quarter conference call. I'm here with Priceline's Vice Chairman, Bob Mylod. Our CFO, Dan Finnegan, is unable to be on today's call because of a family commitment so Bob will fill in for him today and give the financial review after my opening remarks, then I will sum up. After the prepared portion, we will take questions. Priceline reported consolidated gross bookings for the third quarter of approximately $2.7 billion, up 33% year-over-year. Pro forma net income was $173 million or $3.45 per share versus $2.39 the prior year. Third quarter results surpassed First Call consensus estimates of $2.90 per share and our guidance for the quarter. Worldwide hotel room night reservations were $17.9 million for the quarter, up 56% 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 in the quarter with 49% gross bookings growth on a local currency basis. Year-over-year comparisons improved in part because of steadily deteriorating economic conditions that we witnessed in the second half of last year's third quarter. Higher unit sales were tempered by continued weakness in hotel ADRs. International unit growth benefited from geographic expansion, growth in hotel supply and growth in new markets. Booking.com's worldwide hotel count now exceeds 73,000 hotels in over 70 countries. Our goal has been to invest in building the business while maintaining operating leverage. While our competition has significantly reduced marketing spend, we have increased our spend in online channels and were able to drive demand growth with reasonable efficiency despite lower unit prices. Agoda also reported improved growth in excess of 100%, which contributed to the sequential improvement in worldwide merchant gross bookings growth from 22% to 33%. Agoda's growth rates reflect weakness in the prior period due to economic conditions and civil unrest in Thailand, and there are also signs of economic improvement in Asian markets. Priceline's domestic gross bookings grew 25% in the third quarter, with accelerating growth in hotel unit sales and retail airline tickets offset by year-over-year decreases in ADRs and airfares. 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 believe that overall industry growth rates improved in the third quarter due to weakening economic conditions in the third quarter of 2008, a lift in volumes tied to widespread booking fee reductions, which seemed to benefit our retail ticket business, and pervasive discounting and promotions to spur elastic leisure travel demand. In this environment we have strived to play a leadership role in delivering much-needed demand to our supplier partners and compelling value to our customers. In summary, despite competitive and economic challenges the business performed above our expectations in the third quarter, and I thank my colleagues around the world for their hard work and dedication. I will now turn the call over to Bob for the detailed financial review. Robert J. Mylod Jr.: Thanks, Jeff. I'll be discussing some of the highlights and operating results and cash flows for the quarter, and then I'll provide guidance for the fourth quarter. We experienced strong booking growth rates in the third 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. Our growth rates for gross booking dollars and hotel room nights accelerated sequentially for both the second and third quarters. Hotel room nights booked grew by 56% in the third quarter versus last year, and this compares to 44% growth in hotel room nights for the second quarter. You may recall that when we announced our third quarter results last year we discussed our view that our business had experienced a meaningful slowdown in momentum during the last half of the quarter due to the impact of the recession. As we comped against this same period this year it became clear that last year's results were indeed constrained and therefore our comps were even easier than we thought at the time we gave guidance. When I get to guidance you will see that we expect this same comps dynamic to exist for much of the fourth quarter. As you know, our gross bookings are heavily influenced by the average daily rates or ADRs of our hotel room service, which are driven more by general industry trends and conditions. In the third quarter our international hotel service ADRs were down by about 7% versus Q3 2008 and were down by about 11% for our domestic hotel service. FX rates were favorable to the $1.42 per euro and unfavorable to the $1.67 per British pound that prevailed when we gave our guidance in August. And since a significant portion of our international results are denominated in euros, FX was a net favorable factor for the quarter as compared to guidance; however, when comparing our results to the prior year, FX rates continued to have an adverse impact. The average exchange rates for the euro and the pound versus the dollar were down 5% and 14%, respectively, in the third quarter of 2009 versus the third quarter of 2008. Gross profit was $434 million and grew 37% as compared to prior year. Our domestic business generated gross profit of $118 million, which represented 26% growth versus the prior year. Gross profit for our international operations amounted to $316 million and grew by 42% as compared to the prior year. Total operating expenses were generally in line with our guidance. On a year-over-year basis, we increased pro forma operating expenses by 24% 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 $1.8 million, which is in line with our guidance. In summary, pro forma EBITDA for Q3 amounted to $225 million, which exceeded our forecast of between $178 and $188 million and represents 47% growth versus prior year. I'd like to highlight two pro forma adjustments we recorded in the third quarter. First, as you have seen in our recently filed 8-K, our October 30, 2009 Priceline received a jury verdict in a class action suit brought by the City of San Antonio on behalf of itself and a class of 172 Texas municipalities against Priceline and other online travel companies. The company recorded a charge in general and administrative expenses in the amount of $3.7 million related to this judgment in the third quarter. We have excluded this charge from pro forma earnings as the timing and amount of this type of charge are unpredictable, not driven by the core operating results of our business and render comparisons to prior periods and guidance less meaningful. The second pro forma adjustment I'd like to discuss deals with our domestic income tax provision. In the third quarter of 2009 we recorded a income tax benefit of $181.9 million to reverse a portion of the valuation allowance on the company's deferred tax asset due to our view that it is more likely than not that our future pre-tax profits will be ample enough for us to realize this tax benefit. As has been our past practice, we have excluded this benefit for pro forma purposes. In terms of cash flow, we generated approximately $195 million of cash from operations during the third quarter of 2009. We spent about $2 million on CapEx in the quarter, and we paid $86 million principal amount of convertible debt, bringing us to an outstanding debt balance of $271 million at quarter end. This leaves us at quarter end with cash and marketable securities of about $448 million in excess of our outstanding debt balance. We also have our $175 million revolving credit facility that is undrawn and doesn't expire until September of 2012. Now on to guidance. For the fourth quarter of 2009 we are forecasting total gross bookings to grow by 30% to 40%, with domestic gross bookings growing by approximately 15%. We expect international gross bookings expressed in U.S. dollars to grow by 50% to 60% as compared to last year and to grow on a local currency basis by approximately 37% to 46%. We expect our bookings growth rate versus prior year to continue to be hampered by decreases in ADRs; however, our fourth quarter guidance is based on an assumption that the rate of decline in our ADRs will improve versus the rates of decline that we saw in Q3 as our ADR comps become easier. Our comps also become more favorable from an FX perspective in Q4, and as a result this is the first quarter since Q3 of 2008 where our guidance assumes that international growth expressed in U.S. dollars will exceed our local currency growth. Our forecast assumes that the exchange rates remain at the same $1.48 per euro and $1.66 per British pound as of Friday's closing rates. This would yield average rates from a euro and pound perspective for the fourth quarter that appreciate by approximately 13% and 5%, respectively, as compared to the prior year. We have hedge contracts in place that essentially lock in these rates and therefore would substantially shield our fourth quarter net earnings from any deterioration in the euro or pound between now and the end of the quarter, but these hedges do not offset the impact of translation on our gross bookings, revenue and gross profit nor will they have any impact on any of our financial results beyond 2009. We expect Q4 revenue to grow year-over-year by approximately 24% to 28% and gross profit dollars to grow by approximately 40% to 45%. For Q4 operating expenses we are targeting consolidated advertising expenses of approximately $94 to $97 million, with approximately 94% of that amount being spent on online advertising. We expect sales and marketing expense of between $20 and $21 million. We expect personnel costs excluding stock-based compensation expense to come in between $40 and $41 million. We expect G&A expenses of approximately $23 to $24 million. We expect information technology costs of approximately $5.5 million, and depreciation and amortization expense excluding acquisition amortization of approximately $4.5 million. We expect total below-the-line negative impact of approximately $1.9 million, which is comprised primarily of foreign exchange hedging expenses and net interest expense. This compares to below-the-line positive impact of $4.2 million in Q4 2008. The $6 million unfavorable swing from year to year is driven mostly by FX hedging. During Q4 2008 the dollar strengthened throughout the quarter, and we recorded gains on our hedge contracts as a result. For Q4 2009 the FX rate assumption I just mentioned would represent weakening of the dollar versus the earlier part of the quarter, and we therefore would record FX hedging expense. Pro forma EBITDA is expected to range between $98 and $108 million, and we are targeting pro forma fully diluted EPS of approximately $1.52 to $1.62 per share, which represents 22% growth year-over-year at the midpoint. Our pro forma EPS forecast includes an estimated cash income tax of approximately $19 to $22 million comprised primarily of international income taxes and also some alternative minimum tax in the United States. Our pro forma EPS guidance is based upon a pro forma diluted share count of approximately 50.7 million shares, which is based on Friday night's closing stock price of $172 per share. This is significantly higher than our diluted share count of 45.3 million shares in Q4 2008 due to a year-over-year increase in our primary share count as a result of early conversions of our convertible notes and the impact of higher share prices on fully diluted shares related to our convertible notes. As for expected GAAP results, we expect to report GAAP EPS of between $1.06 and $1.16 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 expense, all of which are non-cash in nature, to arrive at pro forma earnings. In addition, we adopted FASB Staff 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 discount 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 more fully in our 10-Q. We also intend to adjust pro forma results to exclude charges, if any, related to hotel occupancy tax rulings, settlements or judgments. Our guidance assumes that macroeconomic conditions in general and conditions in the travel market in particular remain relatively unchanged. Before I turn the call back to Jeff, I want to provide a little more commentary with respect to the guidance I just gave. There is no question that the results and corresponding annualized growth rates that we've delivered, especially during these recent autumn months, have been particularly impressive, especially in our international businesses. I mentioned a few moments ago that it is our view that these results were partly driven by easier comps that began in the second half of the third quarter and carried into the fourth quarter; however, as we discussed on our Q4 2008 earnings call, we saw marked improvement in our business fundamentals beginning in November of 2008, and therefore we know that annualized growth rate comparables will be increasingly more challenged than those that we have seen in recent months. We have factored this dynamic into the fourth quarter guidance we are giving today, but it doesn't show up distinctly in our headline numbers for full quarter guidance due mainly to how favorable our comparables in October, the quarter's largest month, appear to have been, and therefore how strong our October 2009 growth rates actually were. Therefore, it won't be until 2010 that the point I'm making here is more fully reflected in our growth numbers. And while we are not giving guidance beyond the fourth quarter of 2009, we do want to highlight our view that in the near future our growth rates in units sold will resume the pattern of deceleration that we had begun to experience before last year's severe economic conditions unfolded. With that said, I'll now turn the call back over to Jeff for some closing comments. Jeffery H. Boyd: Thanks, Bob. We believe our worldwide business has performed well in the wake of the financial crisis and global recession. Our fourth quarter guidance is reflective of the mixed outlook that has characterized this year with the exception of currency, which for now has shifted from headwind to tailwind. Going forward, near-term results will continue to show the impact of the relative strength or weakness or prior year periods and cyclical trends in demand and pricing. We believe our long-term performance will continue to be more closely tied to building our geographic and supply footprint, growing new markets, strengthening our brands worldwide, and executing on integration initiatives. We will now take your questions.

(Operator Instructions) Your first question comes from James Cakmak - Sidoti & Co. James Cakmak - Sidoti & Co.: I was wondering if you could provide some more color on trends that you're seeing on the opaque travel side domestically? Jeffery H. Boyd: I think what we've seen throughout the year is strong consumer demand for value and a high level of interest in the channel from suppliers as a place to discount, and as a result it's driven some good results in terms of the growth in our merchant gross bookings. And we're pleased with the results we've seen so far this year. James Cakmak - Sidoti & Co.: So as far as how they performed in third quarter over 2Q, would you say that with unemployment and everything picking up it was slightly stronger than what we saw before, the demand? Jeffery H. Boyd: I don't think we have a particularly comment or point of view that the demand has gotten stronger or weaker as a result of the month-to-month changes in employment and economic figures. We've had very robust demand for our products really across the board. The real distinctions that you see are, for example, in airline tickets, where very low airfares has put a dent in the supply environment and the demand environment for opaque airline tickets, and we mentioned that in our prepared remarks.

Your next question comes from Scott Barry - Credit Suisse. Scott Barry - Credit Suisse: Could you just touch on some of the drivers of the impressive ability to maintain your ad returns despite the skinnier unit economics and increased clicks per reservation in this type of macro environment? Jeffery H. Boyd: I think the thing that has benefited us in that regard is very strong brand strength, which helps your conversion and helps you get clicks in the first place. And then with respect to the hotel business, continuing to add to supply and innovate on the website, which helps your conversion. Robert J. Mylod Jr.: I would also say, Scott, that as the business gets more and more mature, an increasing percentage of our business, especially internationally, is being driven by repeat, and that helps offset or another way of saying it is allows us to reinvest in growth because a lot of the repeat comes for free.

Your next question comes from Imran Khan - J.P. Morgan. Imran Khan - J.P. Morgan: In terms of the revenue margins for the agency business, so agency revenue as a percentage of agency bookings, it seems like it's growing year-over-year. Could you help us understand some of the newer markets? How is your take rate differentiation in your newer market versus more mature markets? And secondly, Bob, you talked about how comps will get difficult starting in November, as you pointed out. You said that at the last year call. Can you give us some sense how much year-over-year growth rate implied into your November and December growth rate in your guidance? Robert J. Mylod Jr.: Imran, I'm not going to comment on each of the individual growth rates for the months of the fourth quarter. What I said is, as you know, from a seasonal perspective October is the single biggest month of the fourth quarter, and we believe October was our easiest comparable month. So the combination of those two things means that October's contribution to the fourth quarter total growth rate is going to be very, very attractive; however, that doesn't alleviate the point that we're trying to make, which is we expect that as the quarter unfolds our comparables will get more difficult. You may remember earlier this year when we announced the fourth quarter of 2008 we went out of our way to say the business really did start to pick up in November and December of last year, and so we're just trying to highlight the fact that we thought that did happen, and so therefore our comps will get easier. As for the take rates, I think the main function there, Imran, is that a higher percentage of our agency business is coming from the international business, primarily substantially all Booking.com, where their agency take rates are higher than the agency take rates in the United States, which are principally driven by our airline ticket business. So it's mainly driven by mix. There is also a little bit of an element that as our hotel base matures we try to move them up in terms of the rate a little bit over time, but it's mainly driven by mix.

Your next question comes from Mark Mahaney - Citigroup. Mark Mahaney - Citigroup: With that acceleration in units and acceleration in gross bookings you probably saw some sort of acceleration in basic customers or maybe number of new customers. What's your read into the newer customers that you've had on Priceline and maybe how they've differed from prior customers? Anything you can read into those newer customers about their loyalty to Priceline or how you'll attempt to keep them loyal in the future? And then if I could quickly ask also about just taxes and tax collection in the U.S. and how you want to render that back to the municipalities of the states of the relevant jurisdictions riposte the New York City decision. Have you made a change across other municipalities, other areas as well or are you just doing that on a case-by-case basis? Jeffery H. Boyd: I think with respect to new customers, we of course look carefully at the composition of customers coming into Priceline, and I don't think that the accelerating growth rate is really reflective of much more than increasing new customers and repeat customers. We haven't seen a remarkable trend in terms of the changing mix of customers with the exception of retail airline tickets. Retail airline shopping is pervasive on the Internet, and all of the interest in reduced and eliminated booking fees that started two years ago with us and continued with the matching has generated a lot of new customers that are coming around and shopping for an airline ticket, and that's something that we're happy to see in that it's our opportunity to try to cross-sell them and bring them into the brand, especially to buy things that are uniquely ours such as the opaque product. With respect to occupancy taxes, we are paying the taxes in New York. They passed a regulation that's very specific in its application to online travel agents, but that's specific to New York. That to us doesn't represent a precedent that applies in different places which have different rules.

Your next question comes from Ingrid Chung - Goldman Sachs. Ingrid Chung - Goldman Sachs: First, in terms of that tougher comparison beginning in November, is that more of a domestic or international phenomenon given I guess you did 25% domestic booking growth in 3Q and you're guiding to 15% in 4Q? And then secondly, do you have an idea as to how much overlap you have with competitors in terms of hotels in Europe? Are most of the Booking.com hotels exclusively using Booking.com, and does it make sense for smaller independent hotels with fewer IT resources to use more than one platform? Jeffery H. Boyd: I think on the second question, there's a tremendous amount of overlap in hotel inventory between Booking.com and its competitors and not just the international competitors like Expedia Hotels.com but also strong local competitors. Hotels typically are not working with online travel agents on an exclusive basis. They retain the ability to sell and book through others and generally do. There may be some hotels, smaller hotels in particular, that come to the conclusion that one online travel agency relationship is sufficient for them, but candidly it's really not about IT resources. The interfaces are easy enough to use that anybody who's Internet savvy can use them. So it's really more a question of just general management time. On the tougher comps, they really apply to both the domestic and the international business.

Your next question comes from Justin Post - Merrill Lynch. Justin Post - Merrill Lynch: Jeff, could you help us with the international opportunity? Obviously, your growth rate in phenomenonal and you're taking share, but I think you only added 2,000 hotels in the quarter. Any reason that might have slowed down a bit? And based on your room nights - we have an estimate for your international room nights or the total hotels at 73,000 - any idea on what the market opportunity is so we can help frame that? And then anything new on the competitive front that you're seeing in Europe or Asia? Jeffery H. Boyd: So on the hotel count - and, Justin, as you know, we get this question a lot - we don't look at the absolute hotel count as defining the market. Our counts on a year-over-year basis are still up significantly. And it is still an important part of what we're doing not just internationally but here in the United States to add hotels to all of our programs, and potentially more important to make sure that we've got the right rates and availability from the hotels that do participate with Priceline and Booking.com and Agoda. That can be as meaningful to the output of the business as adding new hotels. So we will continue to add hotels, but we don't look at the market in terms of there's this many hotels and when we get them all we'll be 100% penetrated. It's just not the way that we view the market. From a competitive perspective, I think that you have heard in the conference calls of the two competitors that are publicly traded that they're very focused on the international hotel opportunity, that Expedia is making an agency product available to hotels, and Orbitz is really trying to reorient its organization to focus primarily on hotel bookings. So it continues to be very competitive out there. And we work very hard to keep track of what's going on with the competition, but we also try very hard to make sure that we're doing what we think is right for our business and not necessarily trying to map what they're doing. Justin Post - Merrill Lynch: Do you think you can define maybe any of your kind of sustainable competitive advantages or what really is helping you outperform the market at this point, and can that continue for years to come? Jeffery H. Boyd: I think that our network of supply and demand is one of the largest single advantages that we have. We have very sizeable pools of distribution now in the United States and in Europe, and we have a growing source of distribution in Asia. We have very, very wide hotel inventory and great content with respect to that inventory. And our ability to basically build that supply and build that content and continue to push that demand just gives us a greater opportunity to satisfy every customer that comes to one of our websites because of the extent of our supply, and it gives us a greater opportunity to provide compelling distribution value to our hotels because of the scope of our distribution network. So I think the scale that we've achieved is one of our most assets. And if you look at the great results that we're seeing in Asia from Agoda and from Booking.com in its new markets, what you're seeing is that every time we enter into a new market we are doing it from a stronger position than we did in the last new market. And so it just gets us very excited about Asia and the Pacific and what we're doing in the Middle East and South America and in North America for Booking.com and the international traveler. And if you look at the size of our business relative to the total market for hotel reservations, we have I think very good market share in Europe for Booking.com, and we have good but frankly not leading market share in the United States for hotel distribution. And elsewhere we're a very, very small part of the market. So if you look at the places where we're not leading, it's a lot bigger opportunity than the one place where we are leading, which is Europe.

Your next question comes from Ross Sandler - RBC Capital Markets. Ross Sandler - RBC Capital Markets: Did you see the booking window compress in 3Q and, if so, how does visibility factor into your guidance for 4Q? And then just a clarification on the tougher comps comment for 4Q. Does the trend that you're seeing in November and December, does that relate to overall bookings growth or is it more in the volume growth, and why wouldn't you see more meaningful ADR comp improvement in 4Q? Robert J. Mylod Jr.: I'll take the second question first. As it relates to ADR, we are expecting an improvement in ADR as relative to Q3. We're not quantifying it other than to say that we think it'll be a little bit better, but I think that's reflective of the fact that while maybe things are turning we are still in a recession. We have an unemployment rate north of 10%, and the business traveler, which to a large degree impacts occupancy rates and therefore ADRs is still weak. So we aren't necessarily predicting a dramatic turnaround in ADRs. We're happy to see them stabilize and improve a little bit. The difficult comps really relates to units because obviously, as Jeff mentioned, we potentially have a tailwind internationally with respect to FX and obviously maybe a little bit of improvement year-over-year in the decline in ADRs, so it's really driven by units. As for the booking window, we don't really have anything remarkable to comment on there. It's been fairly steady. Obviously, because we generate bookings in October, we have some visibility therefore into what the revenue picture looks like internationally where we recognize revenue when people check out. But in the United States most of the revenue and gross profit that we generate is generated by the opaque business, where we recognize that at time of booking. So it's not like we can sit here in the first week of November and say that we know that we have very clear visibility to November and December.

Your next question comes from Michael Millman - Millman Research Associates. Michael Millman - Millman Research Associates: When you look at European hotels, are you seeing a differential in growth when you look at local guests staying in local areas or are you seeing local areas vacationing or going into the larger hotels, larger destinations, or are you seeing I guess the third alternative, people from the larger destinations from London going more and more, spreading out more and more into secondary and tertiary hotels and taking planes as opposed to driving? And the other question relates to the rental car companies. You're up 12% in units in the third quarter. To what extent is that opaque? To what extent is it just agency? And related to that, the racks keep telling us how they're reducing their fleets, and so are you seeing that? And finally, on the opaque rental cars, do you have an inventory that is given to you for the coming quarter or is it almost you call up and say what have you got for us today? Jeffery H. Boyd: Okay, why don't I take those in reverse order? So with respect to our arrangements with the rental car suppliers on the opaque business, the inventory is dynamic. Our suppliers provide us with rates when they have a need to increase their fleet utilization, and so we don't have any forward commitments and we don't seek them. The product for the supplier is a revenue management tool, and they use it as such. And with respect to your second question, there's no question that the rental car companies have skinnied down their fleets in order to make sure that they can maintain yield integrity, and that absolutely has had an impact on opaque availability from time to time and has been a headwind for the opaque rental car business. We are fortunate to have very broad distribution of retail rental car product, and we've designed our website to deliver the best available deal to the customer no matter what the supply environment is, so it really is a one-stop shopping experience for the customer. And if there are good opaque rates available we have them, so there really is no need for the customer to go any further. And with respect to trends in terms of visitation and travel in the European hotels, we don't happen to have those at our fingertips, and it's not the kind of thing that we would share anyway because it really gets into distribution strategy and marketing opportunities, and it's just not something we'd be prepared to discuss. Michael Millman - Millman Research Associates: Is there any 30,000-foot view that you can shed? Jeffery H. Boyd: You know, I think that the 30,000-foot view that I would shed is that leisure travel in the European market has been stronger this summer than most people thought it would be at the beginning of the year. And there's just a number of continuing robust tailwinds to leisure travel in general. The low cost airlines are continuing to provide travelers with the opportunity to fly for very, very low prices, which is facilitating short breaks, North-South travel when the weather is lousy. There's a lot of hotel discounting out there, which makes it attractive for travelers to stay at hotels. And so those would be a couple of 30,000-foot trends that I think are in part behind some of the good results you've seen from us and from some of our competition.

Your next question comes from Michael Olson - Piper Jaffray. Michael Olson - Piper Jaffray: You touched earlier on international expansion. Can you just talk about how your prioritizing geographies outside of the U.S. and Europe, maybe what are kind of the top two focus areas? And then second, certainly the footprint of opaque customers has been growing through the downturn. Are there any metrics you can share or anyway you can kind of quantify how big the opaque customer footprint is now compared to maybe Q3 last year? Jeffery H. Boyd: With respect to expansion geographies, I mentioned a few of them in an answer to a previous question. We like to refer to it for the international business as planting seeds, which we've done in Eastern and Central Europe and in Southern Europe as well. The Western European markets are relatively more heavily penetrated and developed from an online travel perspective whereas the Eastern, Central and Southern markets less so, so we view those as important opportunities still. Asia is an important opportunity for us, and we've got two businesses there - the Booking.com business, which has an advantage in entering that market because it can show up to the hotels with a sizeable pool of European demand that is interested in the Asian market as well, and, as I mentioned previously, Agoda is doing well there also. And we continue to open up other markets opportunistically in the Middle East and South Africa, Sao Paulo, Brazil, all potentially exciting markets for us and seeds that we're planting for the future. With respect to growth in the opaque product, we have been pleased by the new customer growth that we've seen in opaque over the last couple of years as the product has done well. I think our brand advertising has done a good job in bringing people to the website. We work very hard to make the opaque opportunity attractive for customers on the website. I don't think that there is anything that is demographically significant that we're aware of. I think it's just a broadening of the appeal as consumers are more and more concerned with value and potentially more willing to explore the trade-offs. And, as we've said in the past, our hope is that when consumers come in and try the product for the first time, particularly the hotel and rental car product, that they have a very good experience, they're satisfied, and we've got a good chance of getting them back in our repeat metrics for those products certainly give us reason for that hope.

Your final question comes from Doug Anmuth - Barclays Capital. Doug Anmuth - Barclays Capital: I was just hoping you could talk about marketing spend a little bit more and in particular if you could comment on how much you think you've benefited in an environment where your competitors have obviously pulled back here and then as you look toward 2010 with the possibility of your biggest competitor sort of coming back and spending some more money again now that fee cuts will be lapped next year, how you think that's going to impact your plans. Robert J. Mylod Jr.: I think the pullback that we've seen from the competition has been a benefit for us. You can't quantify it, but certainly when that much money comes out of the marketplace by your competition it's got to do something for you. I think what happens next year is open to analysis and debate potentially. On the one hand there will be an anniversarying of the fee cuts and the generation of new business that that created on the website, but on the other hand you're also going to be lapping earnings results that reflect the benefit of reduced marketing spend. So I don't think it's a foregone conclusion that our competition will be absolutely free, for example, in the case of Orbitz to reinject $38 million into their marketing spend in the third quarter of next year because I think the pressure that puts on their earnings comps is very, very significant. So my expectation is not that there's going to be a flood of new marketing spend to try to make up for anniversarying fee cuts. I think that the competition - and this is the way we approach it - will be ROI driven and trying to execute on a rational marketing strategy that is accretive to their earnings. Jeffery H. Boyd: All right, thank you all very much for participating in our call.

Ladies and gentlemen, this does conclude your program. Thank you for your participation and have a wonderful day. You may disconnect at this time.