Stu Haas – Vice President of Investor Relations Barry Diller - Chairman & CEO, InterActive Corp. Dara Khosrowshahi – CEO, Expedia Inc. Michael Adler - CFO

Heath Terry - Credit Suisse Justin Post - Merrill Lynch Bridget Reischer - JPMorgan Aaron Kessler - Piper Jaffray Mark Mahaney - Citigroup Scott Devitt - Stifel Nicolaus Chris Gutek - Morgan Stanley Anthony Noto - Goldman Sachs Paul Keung - CIBC World Markets Douglas Anmuth - Lehman Brothers Robert Peck - Bear, Stearns Michael Millman - Soleil Securities

Good morning, ladies and gentlemen. Thank you for standing by and welcome to the Expedia Inc. first quarter 2007 conference call. (Operator Instructions) I would now like to turn the conference over to Stu Haas, VP of Investor Relations. Please go ahead, sir. Stu Haas: Good morning and welcome to Expedia Inc. financial results conference call for the first quarter ended March 31, 2007. I am pleased to be joined on the call today by Barry Diller, Expedia's Chairman and Senior Executive; Dara Khosrowshahi, our CEO; and Michael Adler, our CFO. The following discussion, including responses to your questions, reflects management's views as of today May 8, 2007, only. As always, some of the statements made on today's call are forward-looking, including our comments on financial expectations, operational performance and margins, planned investments and spending, platform improvements, systems upgrades, growth of business lines, financial performance, and dilution. Actual results may differ materially. We do not undertake any obligation to update or revise this information to reflect future events or circumstances. 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, 2006 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 these measures with the most comparable data measures. Finally, unless otherwise stated, all references to gross margin, selling and marketing expense, general and administrative expense, and technology and content expense exclude stock-based compensation and all comparisons in this call will be against our results for the comparable period of 2006. With that, let me turn the call over to Dara.

Thanks, Stu and thank you to everyone for making the time to join us on the call this morning. On behalf of Expedia's global employees, I am pleased to report solid results for Q1. We achieved our first-ever quarter above the $5 billion bookings threshold, meaning Expedia travelers on average booked over $55 million in travel everyday at our global websites and call centers. Our geographical diversification continues, with the European leisure bookings growing 32% to exceed $1 billion for the first time in our company's history. Revenue growth of 11% was the company's highest in five quarters and we delivered $104 million in operating income before amortization of 18% from the prior year period. Our goal as a management team is to optimize our cash flow over the long term, while efficiently managing dilution. On a trailing 12 month basis, Expedia's free cash flow was $606 million and our diluted share count for Q1 was down 11% year over year, due to our repurchase of 50 million shares and measured grants of equity awards. Turning to operations, our partner services group continues to gain momentum in building the world's most compelling assortment of travel products and services. On the air side of the house, we anticipate announcing the addition of a major LCC carrier to our marketplace in the next few weeks. The deal is similar to our other airline contracts: long-term, full content, and so forth. This carrier joins Expedia family for the very first time and follows on the heels of our recent successes with AirTran, Frontier Airlines, and ExpressJet in ensuring long-term availability of value-priced fares for our travelers. We look forward to integrating this incremental content on our sites later in Q2. We have still got some more work to do on air with three of the majors still in discussions, but we hope to have something to announce in the near term on that front. While we have still got some more work to do, including a similar round of GES carrier discussions in Europe this year, I would expect to see more stable air ticket economics as we move into 2008. If we should see continued improving unit growth on the air side, that would make for good news for us going forward. On the hotels side, I know it has been awhile since we talked about our mix of larger chains versus other hotels and I wanted to update you as to where we are there. In 2006, hotel properties represented by the top ten hotel chains in our marketplace accounted for a little over 30% of our worldwide merchant hotel revenues. This percentage was down more than 100 basis points from 2005, so Expedia continues to drive the bulk of our hotel economics from smaller chains and independents. From a contract standpoint, we have four of our top ten chains up for renewal in 2007: Wyndham, MGM, Starwood, and Hilton. I want to thank our lodging partners for their unprecedented cooperation in Expedia's Summer Vacation Sale, which began in mid-April and runs through July 10. We are offering great hotel and package deals on more than 200 destinations, with hundreds of deals featuring 30% off rates you won't find anywhere else, online or off. This not only reflects great relationships and hard work by our PSG team, but it is also a reflection of the value that we deliver to our supply partners and how that value can result in a differentiated product offering in Expedia's marketplace. We have been very pleased with the conversion uptick we have seen with the sale and just last week, we began to support the sale with TV advertising, which we hope will drive traffic gains as well. I have said on the past couple of calls that our number one priority in 2007 is turning the tide at Expedia.com and I wanted to give you an update on where things stand in Q1 and going into Q2. The new Confident Traveler marketing campaign we introduced in late February and ran through mid-March has been a solid success. Testing indicated a record score for Expedia.com TV advertising on the critical intent-to-visit metric and more importantly, we did see overall unique visitors grow year on year in Q1 for the first time in quite a while. Traffic is great, but at the end of the day, all that matters is whether visitors and shoppers translate into buyers and on that score, I am very pleased to report that while transactions for Q1 overall were relatively flat to last year, in the month of March we grew Expedia.com transactions 3% and we have seen continued strong growth for the month of April and into May. Now I don't want to get too carried away with a couple of months of data and it is important to acknowledge that there are many, many contributors to the improvement beyond the brand campaign. Reduced average airfares, increased spend in email, search engine marketing and online marketing, improvements in site availability and content, stabilization of our MSN business, the increased supply breadth including AirTran flights, and many other areas. But we are cautiously optimistic that we have begun to see a turn at Expedia.com and we hope to build on that momentum with new initiatives like our summer sale. Another contributor to our success Expedia.com this quarter that we hope will become a larger factor over the long term is our Thank You Rewards program offered in conjunction with Citigroup. Since our late 2006 launch, we have had over 500,000 Expedia travelers enroll in the program. More importantly, the early indications and I do want to stress that this is very early data, as the transaction base across which we are observing shopping behavior is fairly modest , but the early signs indicate that Thank You members have shifted their consumption mix towards higher margin merchant hotel and destination service products, as well as increased the mix of package transactions. We are also seeing increased shopping frequency from Thank You members versus the control group. Now I want to touch real briefly on the other pieces of our brand portfolio, starting with our international points of sale. As I mentioned at the outset, international had another really strong quarter, with European segment bookings up 32%, including 50% or higher growth in Germany, Italy, the Netherlands, and Hotels.com Europe. Certainly FX was a tailwind here, accounting for 10 points of the 32% growth, but there is solid organic growth of pace in Europe. We have increased our marketing spend, as we see good return for our search engine marketing and brand spends, and we have also expanded our experimentation with reduced and, in some cases, no booking fees and plan to continue optimizing our approach there. ECT had its second straight quarter of record new business signings, including the extension of our relationship to their European operations, an excellent testament to the power of having a global footprint in corporate travel. ECT now boasts over 3,500 global clients. On the down stroke, bookings growth slowed to approximately 20% due to softer North American corporate travel spend, with lower US airfares contributing to this trend. We expect the recent sign-up success to help offset this softness, but it will likely take a bit of time to see the results. TripAdvisor continues to excel. During Q1, Trip expanded its reach by introducing a new automated RSS tool enabling websites the world over to leverage its wealth of inside travel information. The Affinia Dumont in New York and Barcley’s House in Vancouver and many other hotels are just a few of global hotels leveraging Trip's syndicated content on their own websites. Trip continues to diversify its revenue stream, coming in ahead of expectations on both the graphical advertising and international business fronts. Hotels.com in the US had a fairly challenging quarter from a transaction and gross booking standpoint, as it lapped some robust comparables from last year and faced some short-term operational issues. We are getting those kinks ironed out and are seeing some positive signs from hard work of the team in Dallas. I am quite optimistic that we are in good shape for Q2 and beyond when Hotels.com ramps up its brand advertising going forward. Look for some good developments here. I am really pleased to report that Hotwire had a great first quarter, returning to transactional bookings growth for the first time in a year, while managing to more than double its contribution to overall profitability, its highest ever. While challenges continue in terms of merchant air availability, the Hotwire team has managed to grow revenue and profitability by diversifying its gross bookings base from approximately 50% hotel and car in Q1 '06 to 65% this Q1. The team is hard at work integrating AirTran content onto its site, which we expect to complete by the end of Q3. Before I turn things over to Mike, one of our operations that I would like to shed a little more light on this or is our media business. As I mentioned last quarter, Expedia's mission is to get the world going by building the world's largest and most intelligent marketplace. In our minds, being a marketplace goes beyond our core role of intelligently matching supply and demand to drive profitable transactions. It also entails providing a flexible, global, and differentiated platform for both travel and non-travel advertisers to reach our valuable shoppers. The most obvious example of our media strategy a work TripAdvisor, which leverages its award-winning user generated content to enable suppliers and online travel agents, including Expedia brands, to reach its 20 million unique users. We have been such fans of the TripAdvisor model that over the past six months we acquired a number of smaller players in this space, including SmarterTravel, TravelPod, Travel Library and Steve’s group. These properties generate over 6 million unique visitors per month and will continue to run as standalone businesses reporting to Steve Kaufer, TripAdvisor's CEO. The other less visible, but equally important part of our media strategy is taking place at our worldwide points of sale. While Expedia, Hotels.com, and their international counterparts are rightly focused on doing everything they can to improve transaction conversion, we as a global company can do much better job of monetizing the 90% plus of the 60 million unique monthly visitors who don't end up purchasing from us for one reason or another. One small step we took this past quarter was the introduction of graphical advertising on Expedia.com enabling Ford, Microsoft, Kodak, Volvo as well as a host of travel suppliers to reach our travelers. We have a ton of work left to do on the media side of the house and a number of incremental initiatives underway, but we are excited about our initial steps thus far and by the significant opportunity this area represents for our marketplace vision. From a financial standpoint, TripAdvisor, our acquired standalone media properties, and our point-of-sale media business in total generated $37 million in Q1 net revenue, or 6.7% of our total revenues. This represents organic growth of over 50% from $21 million, or 4.2% of total revenue in Q1 06. We look forward to continuing to aggressively expand these businesses and updating you on our operational and financial progress in quarters to come. In closing, Q1 was another quarter of progress for Expedia Inc. We are encouraged by the early signs of growth at our flagship Expedia.com brand, pleased with our robust international businesses, and optimistic about the length of runway remaining in our media efforts. Q2 will be a much tougher bottom line comp for us than Q1 was, but I am optimistic that back half of the year will begin to see us excel financially on both the top and bottom lines.

Great. Thanks, Dara. Good morning, everyone. I would like to provide you with a review of our results and close with our updated financial expectations for 2007. Let me begin with transactions, which grew 5% in Q1, our second straight quarter of accelerating growth for this core metrics. Worldwide gross bookings were up 8% during the quarter, fueled by 32% growth in Europe, while North America bookings grew 1% in Q1. We are clearly not satisfied with this continued soft growth in North America, but we are encouraged by the accelerating growth we saw in March and into Q2 at Expedia.com. Worldwide bookings growth decelerated from Q4's 9% due primarily to the lowest airfare increases we have seen since 2004, with North America fares actually down 1%. The good news is our remuneration is generally not impacted by fare levels and the price decrease contributed to a relatively healthy 5% increase in tickets sold, our highest rate of growth in five quarters. Revenue increased 11%, led by 17% growth in merchant hotel revenue. This more than offset the year-on-year decline we saw in air revenue. Our hotel revenue growth was aided again this quarter by strong ADR growth, with rates up 9%. Hotel room rate grew just 3%, as we think US travelers may be feeling some room rate fatigue, which you see reflected in broader hotel occupancy rates stagnating, or in some cases, declining. We finished the quarter strongly with 5% worldwide room rate growth in the month of March. Package revenue had another soft quarter, with revenue declining 2%. We are still feeling the impact of depressed merchant air availability, cutting into package savings for travelers in North America, as well as some compressed supply in key package markets, such as Las Vegas. But as with room nights, we are beginning to see some early progress in Q2 and hopefully we will have better news on packages later into the year. In addition, we continue to see strong results in Europe in Q1, with 18% package revenue growth, aided by product enhancements to increased selection. Worldwide revenue margin increased 35 basis points, with North America up 57 points and Europe down 27 points. As a reminder, our prior year North America revenue and, in turn, North America and worldwide revenue margins, were negatively impacted by some short-term effects of moving Hotels.com onto the Expedia.com supply platform that worked its way out as 2006 progressed. This made for an easy comparable and contributed to the 110 basis point improvement in hotel raw margin in Q1. Gross margin improved 163 basis points due to an increased mix of advertising and merchant hotel revenues. In addition, our Apollo productivity and cost-cutting efforts contributed a little less than $10 million in net year-on-year savings. We continue to expect $50 million in annualized benefits from Apollo and we expect to hit that run rate no later than Q4 of this year. While we certainly don't expect to see continued gross margin leverage as in Q1, we do expect to leverage gross margin over the longer term. Selling and marketing remains at Expedia's largest expense line item and its 12% growth in Q1 was slightly ahead of revenue. The biggest drivers of the increase was spend in Europe to support our higher growth markets. In addition, our domestic search engine marketing spend increased in part due to double-digit keyword inflation. Selling and marketing was also impacted by increased year-on-year indirect cost related to destination services, TripAdvisor, ECT, and our partner services group. We continue to expect absolute selling and marketing expense to increase in '07 driven in part by increased advertising for Expedia.com as we support the brand throughout the year, as opposed to our front-ended loaded approach last year. We also plan to debut brand spend at a number of Expedia points of sale in Europe as well as for Hotels.com in Europe. Technology and content expense was up 28%, as the significant software development capitalized in '06 began to roll through the P&L. As we mentioned last quarter, we expect this expense to increase throughout '07 and we expect greater deleverage from tech and content in '07 than we saw in full year '06. We are working on various initiatives to counter this deleverage, including ramping up our international technology outsourcing efforts. We now have the equivalent of approximately 10% of our tech headcount working under these arrangements. CapEx in the quarter was $18 million, up 41%, and capitalized software development was again roughly half of our CapEx. We have reallocated some planned spend from the first half of '06 to the back half. so expect to see a significant increase in Q3 and Q4 CapEx versus Q1 and Q2. On the bottom line, we delivered Q1 OIBA of $104 million, up 18% year on year, reflecting 11% revenue growth and 163 basis points of gross margin improvement, partially offset by 60 basis points of deleverage and operating expenses, excluding stock-based compensation. Adjusted net income per share for the quarter was $0.18 and was $0.02 lower due to FX losses, lower interest income as we funded our tender offer, and higher diluted share counts due to the increase in our share price during Q1. I will close with our updated expectations for full year 2007, which are largely unchanged from those we articulated on the last call. We continue to expect positive single-digit OIBA growth for full year 2007. Based on growth and acquisitions in our media businesses, continued mix shift towards merchant hotel, and a softening domestic airfare environment, we now expect a flat to slight negative decrease in revenue margin compared with the 59 basis point erosion of 2006. We continue to expect double-digit increases in total operating expenses. While we don't provide specific intra-year expectations, I do want to remind investors that Q2 will be particularly challenging due to the tough bottom line comparable with 2Q06, where we turned Expedia.com brand spend down when we saw we were driving the response we expected. Based on our early success with brands, we are not planning to take such action this year. You will also recall we delayed some Q2 spend in Europe last year in anticipation of the World Cup, which we won't have to do this year. In fact, we are increasing brand spent to play into some of the strength we are seeing in Europe. We will see the expense in bookings from these efforts in Q2, but some of the related revenue will fall into Q3. We continue to look for higher OIBA growth in the second half of '07 versus the first half, as we anniversary new GDS agreements in the second half of '06, reap some benefit from our increased marketing investments as we move through the year, and hopefully see continued improvement at Expedia.com. Our expectations for 2007 assume FX rates remain where they have been recently, which would imply less benefit for our internationally-based operations as we move deeper into the year. We now expect CapEx to increase up to 10% in 2007, reflecting continued investments in our infrastructure initiatives. And we anticipate our technology capital needs leveling off in 2008. I also want to reemphasize that while we will begin leveraging our new platform at enterprise data warehouse in '07, the financial expectations I just outlined assume no material financial impact from these initiatives. While free cash flow in Q1 exceeded our expectations primarily due to some short-term timing benefits in working capital, I want to remind everyone that our cash flow is subject to quarterly fluctuations for a number of reasons, including relative growth of our merchant hotel business, booking window length, and timing of our marketing spend and merchant hotel payments among others. This makes cash flow difficult to predict and more importantly, we do not manage our business to hard cash targets on a quarterly basis. That said, with improved advertising revenue, higher mix of merchant hotel bookings and lower CapEx expectations, we think that free cash flow for the year is more likely to be flattish compared with our prior expectation of a modest decrease. I want to thank everyone for your time today and for your continued interest in Expedia. I will now turn the call over to Barry for some closing thoughts ahead of Q&A. Barry Diller: Thank you. I think we all know that you can't really remember pain very well, but I sure can tell you the difference this year as against the last is extremely pleasurable. There is a swelling and deserved feeling of progress and great energy at every level that I can see. At our recent retreat that we held just a few weeks ago, you saw everyone feeling that everywhere there was a coming together as a cohesive and functioning global enterprise. Now building upon the great original work that was done ten years ago in establishing the business, this is finally now a happily-integrated and fully-functioning organization. When I think that this only took a couple of years; two actually, so it felt like more than a hundred to those involved, it really is a testament to the leadership of Dara and his team that this has happened in actually that short a period of time. There is still much to be done and we are probably not going to have the smoothest path back to the consistent growth, but the structure and the people of this company are now solidly in hand. For me, I am utterly confident that we are on the way. So you have now heard about, well, more than 20 minutes of detail underlying the performance of the quarter and some expectations for the year. So Stu, why don't we just go to questions now. Stu Haas: Great. Thanks, Barry. Let's move on to the Q&A portion of the call with Barry, Dara, and Mike. As a reminder, please limit yourself to one or two questions, so we can fit more questioners into the call today. Operator, would you please remind our listeners how to ask a question?

(Operator Instructions) Your first question comes from Heath Terry - Credit Suisse. Heath Terry - Credit Suisse: I was wondering if you could talk to us about your current view on the travel search segment and whether you see that as a model that either you are going to be interested in down the road or as having any kind of impact on your business currently?

By travel search do you mean meta search? Heath Terry - Credit Suisse: Exactly.

I think we are watching the channel pretty closely. I think meta search has not turned out to be the bane of online travel existence as people thought it was going to be three years ago. So it is something we are watching pretty carefully. We actually, in buying SmarterTravel, we brought in an asset called Booking Buddy, which is a little bit similar to meta search in that it enables you to search on multiple sites, including our own and our competitors, to the extent that you are looking at an origination and a destination. I think that having SmarterTravel and Booking Buddy in the portfolio, so to speak, will give us a better look as to how these entities operate. So we are going to be looking at Travel Search. For the time being, we have determined that it is not a product that is differentiated enough from our standpoint. It is not something that we are actively or aggressively participating in, but it is something we are going to watch and obviously it is a channel that is growing, so we are going to keep a close eye on it.

Your next question comes from Justin Post - Merrill Lynch. Justin Post - Merrill Lynch: I wonder if you could help us reconcile a couple of the metrics versus your optimism. If you look at the hotel merchant night growth, it decelerated 3%, yet it sounds like things are turning around at Expedia, especially in the month of March. Could you help us understand why it decelerated there?

I think there are probably two reasons. We had, I think, indicated pretty clearly to you at the end of Q4 that we would have difficult top line comps going into the first quarter, especially January and February when last year, if you remember, we were spending media very aggressively against our old campaign. This year we really didn't get started spending on media until mid February. So we had anticipated, obviously, those spends do have a direct effect on top line and we anticipated top line difficult comps during January and February and that is exactly what we got. When you look at the 3% merchant room night growth, January and February were worse than March and March was a good progression; April and May seem to be progressing nicely as well. So if we gave you monthly statistics, which we don't, I guess you would see the picture that we are trying to describe to you now. On the room night growth, remember, on the merchant side of the business, we get benefit from room night growth and we get benefit from ADR growth as well. There does seem to be, if you look at occupancies and Smith Travel Data, room night occupancies do seem to be coming down just a bit and most of the REVPAR growth that you see from our hotel partners out there seems to be driven by more by rate. So whether we bring in the revenue by room nights or by rate, we are neutral. It is revenue to us. So if you look at our merchant hotel revenue, it is 17% in Q1. I think that matches, let's say, the highest rate we have had in a number of quarters. Overall, we are happy with our merchant hotel business and we like the trends that we see. Justin Post - Merrill Lynch: Can you talk about the other losses on the financial statement? You broke out the segments and there is another segment that I believe lost $85 million in OIBA. Can you just talk about what that is? And then on the balance sheet at the end of last quarter, there was a project in process of around $35 million -- maybe a little commentary on that.

In terms of other losses, sort of the other segment, that includes ECT, AIPAC, and our unallocated corporate expenses. So when you break it down on a segment basis, our technology and content is largely included in that figure as well as most of our G&A.

Is the trip TripAdvisor elimination in other, Mike?

There is a TripAdvisor elimination in other as well, though it nets out to zero.

But inside other, it's a negative, correct?

Yes. The TripAdvisor elimination is essentially the revenue that TripAdvisor is handing off to our other points of sale. To the extent that that grows, that grows as a negative number inside of other as well.

Your next question comes from Bridget Reischer - JP Morgan. Bridget Reischer - JP Morgan: I have one housekeeping question, which is simply the tax rate. It seemed to be higher than we expected this quarter. What should we expect going forward? If you could just give us a little bit more insight to where you see hotel raw margins progressing going forward?

On the tax rate, you know, for GAAP purposes, we are estimating approximately 38% for the full year and about the same for ANI as well. In terms of hotel raw margins, we indicated on the last call that we expect a lower decline in '07 than we experienced in '06. Based upon everything that we have seen so far -- now, not all of our contracts are renegotiated yet, but based upon everything that we have seen so far -- we continue to think that it we will be the case. In Q1 we had a little bit of an extra benefit on the hotel revenue margin from the Hotels.com platform integration issue, I called out. So we don't expect to see an increase or anything like those levels as we progress throughout the year.

Your next question comes from Aaron Kessler - Piper Jaffray. Aaron Kessler - Piper Jaffray: Can you give us a sense on the UK what percentage of that is for Europe and how that is growing versus continental Europe? What kind of progress are you making in terms of going to maybe some of the smaller European cities, where it looks like Priceline has done really well with it? Thank you.

The UK, I don't have the exact percentage, but it is growing, I would say, at a significantly slower rate than continental. So one of the differences as far as our business, let's say compared to Priceline is that a higher percentage of it is focused on the UK and the continental businesses are growing at very strong rates. I talked about Germany, Italy, Hotels.com overall growing at over 50%. The UK is in double-digits, but significantly below those kinds of growth rates. But we haven't specifically talked about the percentage of the total. On the smaller European cities, I would say we are at the beginning of a long road here. It takes a fair amount of effort to organize the group to target which cities you are going after. We are starting that effort in the UK and we hope to be rolling out that effort in the continent. I would say we are, again, we are at the start of a pretty long road. One of the characteristics of our business which is a strength, but makes it difficult for us to go after the secondary and tertiary market is that where Expedia is a specially strong is for international travel and international destinations. That kind of travel tends to focus on the major tourist destinations, the London’s of the world, the Paris’ of the world, the Barcelona’s of the world and doesn't tend to focus on the secondary and tertiary cities. So there is a bit of retraining that we have to do of our consumers. I think we have to get better at search engine optimization to be able to build up the demand side at the same time as we are building up the supply side. The two have to go hand in hand. So it is going to take us a little bit of time. We are certainly focused on it, but don't expect big results over the next near-term quarters.

Just going backwards on the other segment to clarify. The elimination for TripAdvisor occurs in other both on the revenue and expense side, so there is net no impact in our other from TripAdvisor.

Your next question comes from Mark Mahaney - Citigroup. Mark Mahaney - Citigroup: First, did transactions growth accelerate in both the US and Europe? Secondly, on the packages weakness, what I want to try to figure out is can some of the deals, the renegotiations you have this year, can the deal with the LCC, can that help address that? You mentioned the depressed merchant air availability, depressed supply in key markets like Vegas, can those deals help that or are there structural issues at work here and how can you address that weakness? Thank you.

Mark, on transactions I believe that in Europe the transaction growth was fairly consistent with what we have seen in the past couple of quarters and the US was up. So if you look at the improvement, call it, in transaction growth from the last quarter, the 3% going to 5%, most of that improvement came in the US. On the packages side, again, our packages strength or weakness depends on merchant air availability and a lot of that depends on how our airline partners are choosing to merchandise their product. So we typically do deals with them where we get full content, whatever fares they make available to other online travel agencies, or even direct on their site we want to have access to as well and will work with them on a quarterly basis, on weekly basis as to how to merchandise those fares. Certainly as part of our summer sale, for example, we have negotiated some fares that aren't available to other third parties. The merchant air inventory and the availability and the quality of that inventory really depend on our suppliers. It is something that we are working on, but it is not something we have control over. Mark Mahaney - Citigroup: Could that LCC have a direct impact on that availability?

It could, but it is too soon to tell.

Your next question comes from Scott Devitt - Stifel Nicolaus. Scott Devitt - Stifel Nicolaus: Thank you and great quarter. I was wondering if you could comment on inventory accessibility in the merchant hotel business? You suggested research from Smith Travel that is showing a slowing occupancy and moderating rates, so I was just wondering if you are seeing any early indications of better access to rooms? Separately, I think there were some international GDS deals cut in the past quarter. I was wondering your thoughts on those agreements relative to your expectations. Thanks.

On inventory accessibility, inventory accessibility is really not an issue for the company now. We have very good coverage in the major markets that we operate in, so the issue for us is not as much inventory accessibility as it is affordability and ADRs. So for example, if you look at Q1 this year, one of our weaker markets was the Las Vegas market. The reason why it was weaker was because there was a ton of corporate demand coming into Las Vegas and inventory in general was tight in the market. We did have availability, but just the rates were very high. What we find is that when rates are high, leisure consumers sometimes tend to be sensitive to that and they will shop around and they may choose an alternative destination. For us it is not an issue of availability as it is more affordability. We are constantly working with our partners to the extent that we see a particular market where consumers are getting pretty sensitive to prices to work out deals, to work out package deals to see what we can do to stimulate demand in that particular market. For example, Las Vegas is looking a bit better than it was looking in Q1, although, again, it is a very, very strong market out there. Does that make sense on inventory accessibility? Scott Devitt - Stifel Nicolaus: It does, yes.

What was your second question? Scott Devitt - Stifel Nicolaus: I believe there were some international GDS deals cut with airlines and so we went through the domestic changes last year. I am just wondering if there is any incremental information in that area relative to your expectations on international GDS incentives?

It is still pretty early in the game as far as international goes, and what I would tell you is that the results are coming in pretty much as we expected, so no surprises, but it is fairly early. As we mentioned, Q1 and Q2 on the air side are going to be pretty tough comps as far as the air revenue per ticket. Later in the year and certainly in 2008, we expect to get somewhat better.

Your next question comes from Chris Gutek - Morgan Stanley. Chris Gutek - Morgan Stanley: With the Hotels.com brand in the US, based on the quote in the press release it sounds like if you strip out the really robust growth in Europe that the domestic bookings under the Hotels.com brand was modestly negative. I am curious if that is, in fact, correct. If so, if the repositioning of that business a few quarters back has sort of run its course and if there is a bit of a headwind there or what is the explanation for that?

Hotels. com, we were up slightly domestically, but you are right in that we didn't see the strength that we had seen in past quarters. Certainly the comp at Hotels.com on a year-on-year basis in Q1 is a pretty difficult comp. I think Q1 of last year we grew around 21%. The issues with Hotels.com are to some extent it's a little bit of an operational issue in that the website is actually doing pretty well. Volume at the website is good. The two channels that are weaker for us are the call center channel and also the affiliate channel, which have picked up a bit lately as well. So the signs are positive there. But it is really the call center channel that is a weaker channel for us at Hotels.com. The call center in general for Hotels.com is a larger channel than in our other businesses, so it is something that we are quite focused on, and that is where we are seeing most of our weakness. Looking ahead to Q2, we are seeing encouraging signs, but again it is early and we do have a lot of work to do on the call center side. Chris Gutek - Morgan Stanley: On the marketing spending side more broadly, it sounds like with continued cost pressures there and a desire to spend a bit more at least versus the year-ago period for Europe and maybe elsewhere, that at least in the short term we are going to see some pressure there. But in terms of the longer-term marketing spending relative to revenue, to what extent is there opportunity to get more efficient with the various channels and potentially bring those costs down as a percent of revenue in the medium to longer term?

Yes, if you look at marketing spend and you step back and look at what we have done in the past two years, you know, last year we spent very heavily on technology and infrastructure of the company, the PSG group and also as part of becoming a public company, we spent on infrastructure and we cut back on marketing spend and as a result we lost some share against our competition. This year and especially going into Q2, we want to put some of that marketing spend to work. We expect it absolutely to result in higher growth in transactions. You have seen that. We expect it to result in higher revenue growth. We are finally back to double-digit revenue growth and we are really happy about that. So we absolutely expect to see results from that, but on a near-term basis we will see bottom line pressure especially in Q2, because Q2 last year, again, we pulled our US marketing spend and we weren't spending in Europe because of the World Cup. So it is kind of a double hit for us. But again, you should see it in revenue and we fully expect to see it in revenue. Going forward, if you are talking 2008, 2009 and beyond and if you think about marketing spend, you know, the pattern that we have seen in international markets is that as the international markets mature, the marketing spend tends to get a bit more efficient as a percentage of revenue. So we certainly see opportunity there. I think that to the extent that we have the enterprise data warehouse fully functioning, we have the E3 platform, that we have been working on for two years that is very, very close to launching now functioning, I think that we will see operational improvements. If we don't get those kinds of improvements, well, then the investment we have made haven't really paid off. As to whether we take those investments, those improvements and reinvest them in marketing to get more share, or if we take those efficiencies and put them to the bottom line, we haven't made that decision yet. That is something that, frankly, we have to talk to Barry and the board about as to how we want to allocate our capital going forward. I think the tools are there for a good story.

Your next question comes from Anthony Noto - Goldman Sachs. Anthony Noto - Goldman Sachs: Dara, we have seen your bookings year-over-year growth rate stabilize here at right around 8%. I was just wondering if you think beyond 2007 would you be disappointed if the growth rate was just 8% or lower? If so, what are some of the factors that could get that back to double-digits? And then, second question, international, we have seen Priceline have some great success over the last two years on the merchant hotel and retail hotel side. I am just wondering as you go into that market and try to have more room availability with new partners, what is the going rate on the merchant hotel side? Thanks.

Sure. On the gross booking side, one factor within gross bookings, Anthony, that we really don't have much control over is average prices of air tickets and average prices of room nights going out there. So there could be a bit of variability in gross bookings that we don't have control over and even though gross bookings stabilized this quarter, transactions actually accelerated. When I think about the company going forward, our goal is to increase, to continue to accelerate the transaction rate of the company and if we accomplish that and if rates don't move kind of the direction of rates doesn't change, so to speak, then that should result in gross bookings growth at or above these levels. So if you're looking for how we measure ourselves on what our expectations are, those are our expectations. You know, I think that we have turned the company in that aspect and we like the momentum of the company that we are seeing and we would be disappointed if that changes. On the international side, I talked about this before as far as the makeup of our business being more focused on, call it, international travel, out of country travel, and it is going to take a bit of time for us to retrain the consumer and also realign our supply to be able to match what Priceline is doing. Now, as far as the going rate for us in Europe, the going rate is what it is. I think that the value that we bring to our merchant hotel partners is fair. You have seen a real stabilization as far as our revenue margins go and we don't see that changing in Europe. All that said, we are not managing the business to revenue margin, right? We are managing the business to long-term cash flow and profitability. So if we think that we can take down revenue margin and ignite growth that is something that we might consider. I don't think that is necessary. I think we can grow the business faster and keep the margins that we have largely stable; but again, we are managing for long-term growth here and we're managing for dollars, not revenue margin.

Your next question comes from Paul Keung - CIBC World Markets. Paul Keung - CIBC World Markets: My first question is on the media business. You talked about the strength in media business, TripAdvisor, and I see you recently did an acquisition. I was wondering if you can tell me what is driving that business if you look out two more years, because it is one of the few revenue stream growing much faster than the overall market. If you take a five-year view, how much of that growth is really being driven by simply monetizing your traffic better versus a changing relationship with your suppliers in how you work with the suppliers in general?

Thanks, Paul. I would say on the media business, the growth of the media business in general for TripAdvisor, I would say, for the past couple of years has been more on traffic than monetization. So monetization has been fairly consistent, monetization on transactions has been fairly consistent. We are adding media revenue in there, so to some extent, that does improve monetization. But it is really growing the traffic of the company over the long term and that includes growing all channels. So the fastest-growing channels on TripAdvisor are actually consumer direct, so just people are coming to the site more. We are expanding the site internationally and it is kind of a positive feedback loop, which is the more people come to the site, the more reviews are there, the more content is in the site, the more people it tends to attract. TripAdvisor has also been very good at search engine optimization. Because of the amount of content that we have, we tend to get spidered a fair amount and, again, because of the number of years is that we have a worldwide basis, we think that trend is going to be a good trend. So most of the growth has just been expansion. A lot of it international, but in general just traffic to the site is growing healthily and that draws the business to the extent that we can monetize. Now one of the benefits of bringing in these other media acquisitions that we made, four of them, is that TripAdvisor is very, very good at monetizing traffic. So we tend to be able to bring in traffic from other media sites and then to the extent that we either use TripAdvisor monetization or the TripAdvisor folks help these sites in monetizing their traffic better, we can get more bang for the buck and you really do see some synergies there. So it is early as far as acquisitions go. It is something new as far as the TripAdvisor, call it management skill set. But so far, we are really happy with it and our philosophy is that if we continue to grow our audience both on our transactional sites and on our media sites on a long-term basis, on a global basis we are going to be building a pretty good business. Paul Keung - CIBC World Markets: A quick follow-up on the question on the outlook for summer travel. I know that several airlines have indicated plans to increase inventory this summer. I was wondering if you are seeing more lead generation inventory come back to us you as you plan for summer travel period?

What you mean by lead generation inventory? Paul Keung - CIBC World Markets: Well, I think in the past, you have always considered air to be lead generation, so with more planes in the air and more seats. If you seeing any actually seeing some of that come back to you or as the airlines start to try to plan their routes this summer and try to work with the distributors.

Yes, I think in general the inventory of the Expedia marketplace is getting better. So if you look at the number of seats that we have available to sell, that inventory is growing. We have got Air China on the site, who is a terrific carrier, Frontier, ExpressJet, and I think that going forward, we will continue to improve the inventory and you have seen the results as far as air tickets being up for the first time in quite a while. So we are happy with inventory that is showing up and it seems to be selling nicely. Paul Keung - CIBC World Markets: So there is definitely a continued uptick here into the summer months?

You know, again, I don't want to comment on the summer months.

Your next question comes from Douglas Anmuth - Lehman Brothers. Douglas Anmuth - Lehman Brothers: You had a strong free cash flow benefit in the quarter from merchant bookings, as you would expect in 1Q, but my question is as you are renegotiating the hotel agreements going forward, particularly with the four large chains, how much of an issue is the timing of payments to suppliers in these discussions? Also, can you provide us with an update on your GDS diversification, specifically in the US? Thank you.

In general, we are paying our suppliers a bit faster and we do expect some compression during the year. In general, we don't find it to be a major issue during renegotiations. There are always lots of puts and takes, but on an overall basis, we are pretty comfortable on where we are coming out.

On the GDS diversification in the US we don't give out data on whom we are sending segments to, but suffice it to say that we are doing business both with Worldspan and Saber and at least for the near term, we don't expect that to change.

Your next question comes from Robert Peck - Bear Stearns. Robert Peck - Bear Stearns: Barry, I was wondering if you could comment, we just came of the Liberty call and one of the things Greg talked about was he thought the OTA space right now was sort of ripe for some horizontal mergers, acquisitions, what have you. I was wondering if you have any sort of comment or color on that? Barry Diller: Well, I think the world is ripe for, to say the least, for acquisitions and consolidations and things like that. We have some opportunities, we think, in front of us. We are in various kinds of discussion at all times with different people, but there is nothing to talk about at this point. There is nothing we would talk about in terms of speculation, it is just pointless. Robert Peck - Bear Stearns: You have about 20 million shares, I think of outstanding authorization you could buy back. Yet since the tender, I don't think you have bought any more back. Was there anything that would have hampered any continued share buyback after the tender? Barry Diller: Well, it is not a question of being hampered. As you know, we bought back 30 million shares at the beginning of the year, so it is not like we have been shy in this area. We buy opportunistically and we don't talk about it, except in the past tense. So I wouldn't want to speak to it other than when we do something, we, of course, then will report it. Our intention is, of course we are net buyers of the stock of the company and we will continue to be. But again, our policy is just not to talk about it.

Your final question comes from Michael Millman - Soleil Securities. Michael Millman - Soleil Securities: Could you talk about particularly the US online travel market? To what extent does the growth being absorbed by suppliers and that the OTAs are basically trading share by increasing/decreasing their marketing spend?

Sure, Michael. It is a bit early for us and we don't have, say, complete intelligence as to how the other OTAs are doing, but I think that in general the public tends to underestimate the OTA channel. If you look at last year, I think the OTA channel grew faster than expectations and I think the OTA channel in general is a healthy and, I would expect, growing segment of the online travel marketplace. I think online travel is a terrific product. I think suppliers are getting smarter about how to market their wares online. I think that most smart suppliers are coming to the realization that it is smart to have a direct channel and it is smart to have third-party channels, including OTAs. So I have not seen real competitor, call it, results in Q1, but I can tell you from our own standpoint that we think that our OTAs in the US are strong entities and can provide for continued growth for some time to come. We are pretty happy with the early signs that we are seeing this year, knowing that it is very, very early and there is a lot more to come and that is always going to be a competitive marketplace. You know, in a month, maybe we will have better intelligence, but right now that is about all I can tell you. Michael Millman - Soleil Securities: Could you talk about eLong? You have changed management recently, it suggests that you are not happy. What are you looking for there? What would the change hope to accomplish?

Well, I think that with eLong, everything is relative, right? We are in China. It is a huge and growing marketplace and we expect eLong to be a very important part of our operations in three, five, ten years which is the long-term nature of our view of China as a market and eLong as an opportunity. We don't think that eLong has performed as well as it could have. Despite all that, it just tells me how strong China is that eLong has actually been growing its room nights, its air tickets at a decent rate. We just think that operationally on the ground, we could be doing better in China. We have Henrik Kjellberg who was one of our top performers in the European markets, who has moved himself and his family to Hong Kong and is now interim CEO of eLong and is very much focused on those operations, because to the extent that we start firing on some or most of our cylinders there, I think we can do pretty well. It is a company that we are committed to. It is a market that we are committed to and I am confident that we can see better results going forward. I think that's it for questions. Thank you very much for joining us. A special thanks to our employees for getting the year off to what I think was a very solid start. Thank you.