Welcome to the Expedia Incorporated first quarter 2009 conference call. (Operator Instructions) This conference is being recorded today, Thursday, April 30, 2009. I would like to turn the conference over to Mr. Stu Haas, Senior Vice President Investor Relations and Treasurer.

Welcome to Expedia Inc.'s financial results conference call for the first quarter ended March 31, 2009. I'm pleased to be joined on the call today by Dara Khosrowshahi Expedia's CEO and President, and Michael Adler our CFO. The following discussion, including responses to your questions, reflects management's views as of today, April 30, 2009 only. As always, some of the statements made on today's call are forward-looking, including comments on financial performance and expectations, operational results, margins, planned investments in spending, foreign exchange, and growth of business lines. Actual results may differ materially. We do not undertake any obligation to update or revise this information. Please refer to today's press release and the company's filings with the SEC, including our Form 10-K for the year ended December 31, 2008 for additional information about factors that could potentially affect our financial and operational results. During this call we will discuss certain non-GAAP financial measures, including OIBA, operating expenses excluding stock-based compensation, free cash flow, adjusted net income and adjusted EPS. In our press release, which is posted on the company's IR website at expediainc.com/ir, you will find additional disclosures regarding these non-GAAP measures, including reconciliations of the measures with the most comparable GAAP measure. Unless otherwise stated, all references on the call to gross margin, selling and marketing expense, general and administrative expense and technology and content expense exclude stock-based compensation. Finally, any forward-looking statements made on today's call exclude any impact from the swine flu pandemic, and all comparisons in this call will be against our results for the comparable period of 2008. And with that, let me turn the call over to Dara.

From our release this morning, you can see that considering the challenges in the global economy and travel, Expedia had a solid Q1 on a strength of improved transaction growth, along with effective expense management. Our transaction growth accelerated to 7% fueled by 13% growth in hotel room nights and a lower rate of decline in air tickets sold, reflecting improved inventory and pricing availability as well as our air booking fee promotion later in the quarter. This positive response from leisure travelers to better value reinforces our belief that Expedia model offers some countercyclical offsets in a weak demand environment. We're particularly encouraged that our Q1 hotel and air growth exceeded overall industry volumes, specifically our 11% growth in U.S. room nights compares very favorably to Smith Travel's 8% decrease in Q1 hotel demand in the U.S. again, and our 5% decline in U.S. air ticket volumes outpaced U.S. carrier's 13% traffic decline. We obviously have little control over larger macro forces, but I'm pleased that our teams have done a great job executing given the hand that we've been dealt. Our volume pickup in hotel was not enough to offset another leg down in ADRs, from negative 10% in Q4 to 18% in Q1. While we're more than happy to continue putting great deals in front of travelers, and believe that we do this better than anyone else in travel, our unit and overall economics suffer as a result. The rate at ADR decline does appear to be stabilizing at currently depressed levels, based on our limited forward booking data. Of course, this could change very quickly and the recent outbreak of the swine flu is definitely a step in the wrong direction. I mentioned our booking fee promotion as a positive catalyst in improved air ticket sales…

I'm going to focus my comments on our expenses and efficiencies, cash flows and liquidity and close with some thoughts on our broad expectations for Q2 and full year '09. On gross margin, you'll note that we saw 41 bps of deleverage in Q1. This might be surprising to some as I outlined a number of steps on the last call to reduce cost of sales, so I wanted to explain why the story is actually better than you might conclude from the numbers, specifically merchant fees, customer service and fulfillment account for roughly half of our total cost of sales. The absolute dollar cost for these items was actually down $15 million year-on-year despite the 7% increase in transaction. Revenue pressure is masking these productivity improvements from a gross margin perspective. The good news is that when these impacts moderate and we get back to a more normalized revenue environment, we will be well positioned to participate on the upside from a margin perspective. On OpEx, we saw leverage in our largest expense item selling in market. Despite the transaction uptick, total marketing costs decreased 18% or over $50 million with nearly all that savings coming on the direct send side. Indirect costs primarily our various sales forces, decreased slightly year-on-year, which was the first decrease in these costs since our spin-off from IAC. While we anticipate relatively flat indirect marketing expenses going forward, on the direct side we'll likely see some upward year-on-year pressure as our reorganized brand teams launch more robust marketing efforts in Q2 and beyond. Keep in mind that lower CPC and other marketing rates have been favorable of late, as have ADR declines. Any rebound in those metrics would likely come at the expense of our efficiencies. Finally, as a reminder, we started more…

(Operator Instructions) Your first comes from Mark Mahaney – Citigroup. Mark Mahaney – Citigroup: I wanted to just ask about the hotel booking fee reduction elimination and some of your thoughts into why you initiated that? How do you think about balancing that verses the air fee reduction? Which is more important to you, do you think, as a driver of overall business?

As far as hotel fees, in general, we have been working, I'd say, over the past year and a half certainly, to reduce reasons why consumers come to our site and don't book. Why they may search and they might go to another site and book. And of the consumers who come to our site and don't book with us, but book some place else around 3/4 book with supplier direct and 1/4 book with call it other competitor OTAs. So in general we've been trying to remove reasons why consumers don't book. On the air booking fee side, that has always been its consumers see it. We have millions of consumers who had booked on our site despite the air booking fee, but we determined that based on the economic conditions, etc., consumers were becoming more price sensitive and we thought that a promotion on the air booking fee made a lot of sense. On the hotel side, obviously hotels is the biggest part of our business and we have been, for example hotels.com, had been decreasing its hotel fees over time, eliminating change cancel fees so this was just kind of another action along a long-term path. We have to be competitive on price, both as far as the base fees that we negotiate with hotels and as far as other fees that we charge. And in a competitive marketplace, you have to do what it takes in order to get consumers to come to your site and book. I know that there has been some confusion on the financial ramifications of these actions and, while we're not going to talk about we are going to do, I can certainly size it for you. On the air booking fee, our best estimate suggests that for the month plus that we didn't have the air booking fee that we had air booking fee at zero that cost us on a net basis around $3 million for that month. And for hotel fees as well to the extent that we keep hotel fees at the levels they are now, I'm not saying that we are, but to the extent that we do, we don't have a lot of data on consumer response on that but we think it will cost us a similar amount on a monthly basis as the air fees do. So that's kind of where we are. And what we'll do, obviously we'll let you know to the extent that we take any actions one way or the other.

A quick follow up, sources of market share gains, any comments on whether you think that's coming more from direct suppliers or from other travel agencies?

We don't have enough data yet. Obviously, the other OTAs have not reported and so it's impossible for us to tell. We can certainly tell that we're taking overall share in the overall travel market, which is more important to us. A room night share in the U.S. is at record high, etc. but it's too early to see whether we've taken share from OTAs or supplier direct at this point.

Your next question comes from Doug Anmuth - Barclays Capital. Douglas Anmuth – Barclays Capital: It looks like your revenue margin north of 12% in the quarter, I think was the highest in a 1Q in about five years. Obviously advertising had some meaningful contribution here, but can you talk about what else drove the revenue margin higher in the quarter on both the air and hotel side?

Yes, advertising revenue is actually the biggest driver of the increase. We actually are also getting a benefit from a greater mix shift from air to hotel and that is a key driver as well. There are a couple of offsets in the figures. In particular in Europe, we are seeing a higher share of lower margins for strategic accounts, which is re-charting that growth just a bit. FX has almost no impact on the revenue margin. We get that question sometimes but it really is muted in the figures. I would think it's mostly if you look at our hotel room nights they're up 13% versus air tickets that were down 4%, so I think that's the biggest story there. It's our higher margin products are growing faster, which is certainly a good thing. I think that's the biggest lever that you see in addition to advertising, which is our highest margin product. So we like those trends, we like the mix.

Yes, I would agree in terms of what is different now. We've had that shift in past quarters but it's much more pronounced in this particular quarter, so definitely. Douglas Anmuth – Barclays Capital: And just a quick follow up while we're on the topic of advertising there that you mentioned, any early returns on the TripAdvisor meta-search product? I know it hasn't been out for long but any color you could provide would be good.

It's very early. I mean the acceptance and the excitement that it has created has been terrific. All of the industry press that you see on it has been praiseworthy. It has not been just a, me too product. I think the fee estimator that they have where you can determine what your total cost is going to be on an apples to apples basis based on how many bags you're going to check, etc., has been very well received and a terrific innovation. And from a traveler perspective, it offers not only the choice to go to supplier direct, but also to go to three big OTAs, Expedia, Hotwire and Travelocity. So from an innovation standpoint, from a choice standpoint, it's been great and it's just part of some I think really great investments that we're making in TripAdvisor. We opened up [Dow Dow] in China, which we think is a terrific product. And also we're getting into the vacation rental space as well. So the TripAdvisor folks are very, very busy and I think doing quite well.

Your next question comes from Jennifer Watson - Goldman Sachs.

Michael, I think you discussed a little bit on the call about direct sales and marketing expenses obviously coming in. Can you talk about what you're seeing in CPCs relative to a year ago and even fourth quarter, and is that just a matter of your competitors kind of not in the marketplace? And then what kind of impact is that having on Trip or do you think that Trip will continue to see potentially price increases and demand from suppliers, as well as other OTAs for advertising?

Great, thanks for the question. We definitely are seeing CPCs moderating in this environment. We also are seeing offline rates that are really improving for us. In particular, we are seeing a fair amount of distressed inventory that's actually increasing our optionality in terms of how we're looking to reach our consumers. In terms of how this is affecting TripAdvisor, I think there had been an impact on CPC rates that we had discussed last quarter, and I think we have seen that leveling off.

Okay, and then if you could just comment on the display side of Trip.

On the display side of Trip, I would say the market for travel advertisers remains very, very strong for us. There is some weakness in non-travel advertisers as it may not be a surprise given what's going on in the economy. On the display side, we're not really seeing pricing pressure to any great degree.

And Jen, we're also getting hurt by FX rates as well. So if you look at average CPMs adjusted for FX, they come down, but if you don't adjust them for FX and general CPMs especially for travel advertising is holding up pretty well.

Your next question comes from Justin Post - Merrill Lynch.

Dara, have you seen any big picture changes in consumer behavior, maybe more traffic into the site as people look for deals online in a tougher environment? Can you say maybe why 1Q might have improved versus fourth quarter? And then if you think about summer being a heavy travel season, do you think the booking window might have been compressed in that people were just delaying purchases that they might otherwise make and you might even see a bigger uptick as we approach the heavy travel season?

I think in general on consumer behavior, we haven't seen a significant shift in consumer behavior as much as I'd say more of a shift on our supplier behavior. I think in the fourth quarter, some of our supply partners were caught off guard a bit as far as the severe depression and demand that started showing up and really didn't know which way to move. I think in Q1, we're seeing our supply partners working much more closely with our market mangers on a daily basis, what's going on in the market, what's demand looking like, how do the windows look three weeks out, four weeks out, five weeks out and really being much more focused on pricing and frankly, being more aggressive on the pricing side on the leisure front, which is helping demand and certainly helping demand in our marketplace. So, I think suppliers are more aggressive, acting appropriately and I think that it is definitely stimulating the leisure market, which is why you see the transaction growth on the hotel side, which has continued into Q2. We'll see what happens with the swine flu, but certainly before this outbreak the momentum was even stronger. The OPEG channels continue to be very strong. Hotwire unique visitors are up very nicely, transactions were up 30% or so in Q1 so that's a continuing trend that hasn't changed. I'd say one other trend that has changed is that U.S. consumers are starting we're seeing some increase in U.S. demand going into Europe because of the strength of the dollar. In Q4 even though the dollar had gone a lot stronger, we didn't see really a response and demand but we are seeing a response and demand in Q1. On the other side of the equation, for example, London as a destination for us has been very, very strong. So again, that's another response to FX rates as far as where consumers are going. As far as a booking window goes, we do see some compression there, and as a result unfortunately our visibility is not what it used to be. We don't think it's a major driver but typically as we are approaching a holiday period things don't look that great and then once we hit the holiday period the bookings really pick up, which is exactly what we saw in Easter.

On the booking window I would add we're seeing it pretty much the same on the air and the hotel side, as well. Justin Post – Merrill Lynch: One quick follow-up, how much does Venere add maybe in room nights or revenues or bookings? Can you give us any help with that?

So we disclose in the earnings release the impact of acquisitions and we had a couple points of help on the top line. We do have a couple other acquisitions in there, most notably car rentals.com. We did have a negative impact from acquisitions in Q1 due to the normal seasonality of the Venere business actually having negative earnings in Q1. In terms of hotel room night growth, Venere was in our Q4 figures for a full quarter and is helping drive a couple points of the growth.

Your next question comes from Imran Khan - JP Morgan. Imran Khan – JP Morgan: I have two questions. Going back to sales and marketing I think you talked about how sales and marketing growth rate, decline rate will be lower than in Q1 and Q2. Can you give us some sense how should we think about that for the year? What kind of decline we will see in the sales and marketing on a year-over-year basis. And secondly, looking at the continental Europe, your overall international booking was roughly flat on a year-over-year basis on the local currency. What kind of trends are you seeing, you look at economy softening. Are you seeing the transactions slowing down or any color would be helpful?

So on the sales and marketing front there's two pieces and on the indirect side we will see modest declines during the year. On the direct side we're going to react to the marketplace and we have a lot of flexibility in our spend and so we do want to get the word more out there about the great values that we're delivering to consumers but we think the drop, we actually decreased the sales and marketing direct spend down 22%. Also we're not really sure whether or not we're going to continue to see the rates that we're seeing now, so even if we keep the advertising levels the same, if the economy picks up a bit, not that we're assuming that, we would expect our advertising costs to go up in the second half of the year. So I think the most we can say is that it's really ramping compared to Q1. If you look at our past trends, we typically have a very large uptick from Q4 to Q1 and we really had a modest uptick this quarter so I do think that we will look to get a little bit closer to our normal seasonal spend trends.

I think what's important for you to know, Imran, is that we're pretty confident that we set up our ad spend to essentially follow the transactions and revenue that we're seeing. So we'll scale it up or we'll scale it down based on those trends. We don't think though that we'll get quite the efficiency that you saw in Q1 on a go forward basis. On Europe we have seen some slow down in transactions. In general international transactions were up 16% on a year-on-year basis. As far as on a country-by-country basis I'd say the two countries that are looking weaker than the rest for us are the U.K., which shouldn't be a surprise, and Germany is looking a bit weak. Part of that is because we did pull back on the ad spend coming into Q1 just because we didn't know what to expect. Another driver in the international transactions and gross bookings is a loss of Ryanair on our private label side. So we lost Ryanair, I think it was Q3 of last year so as we roll over the loss of Ryanair as a private label partner those comps should improve.

Your next question comes from Michael Millman - Millman Research Associates. Michael Millman – Millman Research Associates: I wanted to follow-up on that last comment regarding marketing and measuring the effectiveness of that marketing. Why wouldn't you try to keep the direct marketing spend down if it seemed to not at least hurt in the first quarter. And secondly can you talk more about the car rental business? You comment, or at least you comment in the press release about the strength there, what's driving that, is it the OPEG end of the business, is it any acquisitions you made?

So, on marketing we don't mean to say that we think that we're going to go back several years ago and put our foot down like many companies did on the increasing marketing expense at that time. We still do expect to have sales and marketing decline on a year-on-year basis. I think the point we're trying to make is that Q1 was unusually sharp decline and there were a number of factors at play in addition to uncertainty about the marketplace, particularly in Europe. And we just want to make sure that our investors understand not to expect that level of efficiency going forward. Obviously we want to spend the right amount, given the environment, and we want to be as effective and as efficient as possible and really try and cull out anything that's not earning its way. So we will continue to be diligent we just want to make sure the people understand what to look for going forward.

And Michael just to give you a little bit more context there, since Easter fell later this year than last year, we actually delayed some of the offline spend on the Expedia side in the U.S. So where as we are hyper vigilant about measuring our online spend and making sure that we get the right efficiencies and getting rid of spend that is not efficient, on the offline side that's harder to do. We still think brand building is pretty important, so you are going to see some more brand spend in Q2 on balance in a relative to Q1 on the Expedia side. We think that's a worthwhile long-term investment, but we're not sure whether it's going to translate into transactions. You really can't measure brand spend the way that let's say you can measure offline spend, etc. Another factor certainly in the increased efficiency on the marketing side was our SCO channel. We talked about improving our search engine optimization, improving the algorithmic kind of channel on search and that's been working out very well and we expect that to continue for the balance of the year. So that's certainly a good guy that's not going to disappear. On the car side of the business I'd say there're two factors, the OPEG side that you mentioned continues to be very strong. Hotwire is performing very well on the car side and also car rentals.com which is an acquisition is also performing quite well, so those two together account for much of the strength that we have on the car rental side. And also one difference that you see on the car side unlike air and hotel is actually our gross booking per transaction on the car side is up on a year-on-year basis, so gross bookings on the car side are actually higher than transactions, so that's another positive that we're seeing there. Michael Millman – Millman Research Associates: The car rental companies keep telling us that they're cutting fleets and would suggest that there would be less cars available, at least on the OPEG side.

Well you know you're definitely seeing the effect of their cutting fees on pricing. Right now our availability on the OPEG side is quite good, I think because we're performing quite well. I'd say once we get into the summer travel season that's going to be the most challenging time for us as far as inventory goes, especially on the OPEG side. So I think for Q1 we got the goodness of the fleets being down and the pricing. I think as we approach the summer we're going to be very, very focused on inventory quality. So you're right about that, Mike.

Your next question comes from Scott Hamann - KeyBanc Capital Markets. Scott Hamann – KeyBanc Capital Markets: Hey Dara on the last call I thought you had talked a little bit about seeing an improvement in the packaging business and I just was wondering relative to your expectations, it was down 18% for the quarter. How did that end up shaking out and what trends were you seeing there?

The transaction trends on packages are a lot better than the revenue trends. So actually the transactions are improving, the unit sales are improving, and certainly on a book basis, packages look better. Now if you look at packages, remember that packages tend to have a longer booking window? So to the extent that you see booking trends improve you're going to see them in our numbers later. So I would expect that you should see package trends on a revenue basis my guess is as the year wears on, assuming that these trends stay, should improve. But also be aware that on the transaction side packages are performing a lot better than revenue. One of the reasons why package sales were looking stronger for us is because pricing in packages is just excellent for consumers. That does hurt revenue for transaction but we think it's a good think for our consumers and in general, the revenue that we recognize on a package transaction is much better than let's say revenue on air or hotel. So overall we think it's a good thing.

Your next question is a follow-up from Justin Post - Merrill Lynch. Justin Post – Merrill Lynch: Dara I just want to get back into the impact of the fee cuts from hotel and air. I think you said $3 million per month for each. Is there some offsets there on the marketing side or are you seeing more volumes that are helping keep that cost down? I think estimates out there were definitely higher than that.

These are best estimates and obviously we have not had these fee actions up for too long so I would stress that they are estimates. In general the offsets are unit lift and especially on the air side, for example, it is attached that we're getting and selling other product to our travelers who come into the store, buy an air ticket, obviously we have the opportunity to up-sell them into packages into hotels, etc. So those are the two factors. There is some marketing offset, but I'd say that's just one item in a mix of many items.

(Operator Instructions) I'm showing no further questions, I'll turn it back over to management for any closing remarks.

Thank you everyone for listening in on the call today. We'll look forward to speaking with you again next quarter. Dara, did you have any closing thoughts?

No, just thank you to the Expedia employees. We've been through a difficult quarter with the reorganization and I think everyone executed very, very well and hopefully we'll have more of the same for the balance of the year. Thanks.

Ladies and gentlemen, this concludes Expedia Incorporated's First Quarter 2009 Conference Call. You may now disconnect. Thank you for using ACT teleconferencing.