Bond ExpediGroup 5.95% ( US30212PAH82 ) in USD

Issuer ExpediGroup
Market price 100 %  ▲ 
Country  United States
ISIN code  US30212PAH82 ( in USD )
Interest rate 5.95% per year ( payment 2 times a year)
Maturity 15/08/2020 - Bond has expired



Prospectus brochure of the bond Expedia Group US30212PAH82 in USD 5.95%, expired


Minimal amount 2 000 USD
Total amount 749 845 000 USD
Cusip 30212PAH8
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description Expedia Group is a travel technology company offering online travel booking services for flights, hotels, car rentals, cruises, activities, and packages, operating through various brands including Expedia, Hotels.com, Vrbo, Orbitz, and others.

The Bond issued by ExpediGroup ( United States ) , in USD, with the ISIN code US30212PAH82, pays a coupon of 5.95% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/08/2020







Filed Pursuant to Rule 424(b)(3)
424B3 1 d424b3.htm FILED PURSUANT TO RULE 424(B)(3)
Table of Contents

Filed Pursuant to Rule 424b3
Registration No. 333-169654

PROSPECTUS
$750,000,000
EXCHANGE OFFER FOR
5.95% SENIOR NOTES DUE 2020
FOR
A LIKE PRINCIPAL AMOUNT OF OUTSTANDING
5.95% SENIOR NOTES DUE 2020


Expedia, Inc. is offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to
exchange an aggregate principal amount of up to $750,000,000 of our 5.95% senior notes due 2020 (which we refer to as the "exchange notes") for
an equal principal amount of our outstanding 5.95% senior notes due 2020. When we refer to "old notes," we are referring to the outstanding
5.95% senior notes due 2020. The exchange notes will represent the same debt as the old notes and we will issue the exchange notes under the
same indenture as the old notes.
The exchange offer expires at 5:00 p.m., New York City time, on December 10, 2010, unless extended.
Terms of the Exchange Offer


· We will exchange notes for all old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.


· You may withdraw tendered old notes at any time prior to the expiration of the exchange offer.

· The terms of the exchange notes are identical in all material respects (including principal amount, interest rate, maturity and redemption
rights) to the old notes for which they may be exchanged, except that the exchange notes generally will not be subject to transfer

restrictions or be entitled to registration rights and the exchange notes will not have the right to earn additional interest under
circumstances relating to our registration obligations.

· Certain of our subsidiaries will guarantee our obligations under the exchange notes, including the payment of principal of, premium, if
any, and interest on the notes. These guarantees of the exchange notes will be senior unsecured obligations of the subsidiary guarantors.

Additional subsidiaries will be required to guarantee the exchange notes, and the guarantees of the subsidiary guarantors will terminate,
in each case in the circumstances described under "Description of the Exchange Notes -- Guarantees."

· The exchange of old notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax

purposes. See the discussion under the caption "Certain U.S. Federal Income Tax Considerations."

· There is no existing market for the exchange notes to be issued, and we do not intend to apply for listing or quotation on any securities

exchange or market.
See "Risk Factors" beginning on page 11 for a discussion of the factors you should consider in connection with the exchange offer.


NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Each broker-dealer that receives exchange notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of the exchange notes. The accompanying letter of transmittal relating to the exchange offer states that by
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Filed Pursuant to Rule 424(b)(3)
so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"). This prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by such
broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration
date of the exchange offer, we will amend or supplement this prospectus in order to expedite or facilitate the disposition of any exchange notes by
such broker-dealers. See "Plan of Distribution."
The date of this prospectus is November 10, 2010.
Table of Contents

TABLE OF CONTENTS

TRADEMARKS
ii
INFORMATION INCORPORATED BY REFERENCE
ii
WHERE YOU CAN FIND MORE INFORMATION
iii
FORWARD-LOOKING STATEMENTS
iii
INDUSTRY DATA
iv
SUMMARY
1
SELECTED FINANCIAL DATA
9
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
10
RISK FACTORS
11
USE OF PROCEEDS
16
DESCRIPTION OF THE EXCHANGE NOTES
17
EXCHANGE OFFER
36
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
46
PLAN OF DISTRIBUTION
47
LEGAL MATTERS
47
EXPERTS
47

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In this prospectus, the term "Expedia" refers to Expedia, Inc.; the term "Subsidiary Guarantors" refers to those subsidiaries of Expedia that
guarantee the exchange notes and the old notes; "we," "us" and "our" refer to Expedia and its consolidated subsidiaries (including the Subsidiary
Guarantors); and "notes" refers to the old notes and the exchange notes collectively.
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different
information. We are not making an offer of these securities in any state or other jurisdiction where the offer is not permitted. You should
not assume that the information contained in this prospectus is accurate as of any date other than the date printed on the front of this
prospectus.
TRADEMARKS
Trademarks and logos mentioned herein are the property of their respective owners.
INFORMATION INCORPORATED BY REFERENCE
The Securities and Exchange Commission (the "SEC") allows us to "incorporate by reference" in this prospectus the information in other
documents that we file with it, which means that we can disclose important business and financial information to you by referring you to those
documents. The information incorporated by reference is considered to be a part of this prospectus, and information in documents that we file later
with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this
prospectus or a prospectus supplement. We incorporate by reference in this prospectus the documents listed below and any future filings that we
may make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of
the offering under this prospectus (other than any information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K
unless we specifically state in such Current Report that such information is to be considered "filed" under the Securities Exchange Act of 1934, as
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amended (the "Exchange Act"), or we incorporate it by reference into a filing under the Securities Act or the Exchange Act):

· Annual Report on Form 10-K for the year ended December 31, 2009 (including information specifically incorporated by reference into

the Annual Report on Form 10-K from Expedia's definitive proxy statement filed on April 27, 2010);


· Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010, June 30, 2010 and September 30, 2010; and

· Current Reports on Form 8-K filed on February 11, 2010 (with respect to Items 1.01, 1.02, 2.03 and 8.01 only), April 29, 2010 (with

respect to Item 8.01 only), June 11, 2010, July 29, 2010 (with respect to Item 8.01 only), August 10, 2010, August 23, 2010 and
October 28, 2010 (with respect to Item 8.01 only).
Notwithstanding the foregoing, we are not incorporating any document or information deemed to have been furnished and not filed in
accordance with SEC rules. You may obtain a copy of any or all of the documents referred to above which may have been or may be incorporated
by reference into this prospectus (excluding certain exhibits to the documents) at no cost to you by writing or telephoning us at the following
address:
Expedia, Inc.
333 108th Avenue N.E.
Bellevue, WA 98004
Attn: Investor Relations Department
(425) 679-7200
To obtain timely delivery of any of our filings, agreements or other documents, you must make your request to us no later than
December 2, 2010. In the event that we extend the exchange offer, you must submit your request at least five business days before the
expiration date of the exchange offer, as extended. We may extend the exchange offer in our sole discretion. See "Exchange Offer" for
more detailed information.

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WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-4 under the Securities Act that registers the exchange notes that will be
offered in exchange for the old notes. The registration statement, including the attached exhibits and schedules, contains additional relevant
information about us and the exchange notes. The rules and regulations of the SEC allow us to omit from this document certain information
included in the registration statement.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the
public from the SEC's web site at http://www.sec.gov. You may also read and copy any document we file at the SEC's public reference room in
Washington, D.C. located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of any document we file at
prescribed rates by writing to the Public Reference Section of the Securities Exchange Commission at that address. Please call the SEC at 1-800-
SEC-0330 for further information on the public reference room. Information about us, including our SEC filings, is also available on our corporate
website at http://www.expediainc.com; however, unless incorporated by reference, neither that information nor any information contained on any
of our websites, is a part of this prospectus or any accompanying prospectus supplement.
FORWARD-LOOKING STATEMENTS
This prospectus, the documents incorporated by reference and other written reports and oral statements made from time to time by the
Company may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements
are not guarantees of future performance. These forward-looking statements are based on management's expectations of the date of the respective
statement and assumptions which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. The use of
words such as "intends" and "expects," among others, generally identify forward-looking statements. However, these words are not the exclusive
means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events
or circumstances are forward-looking statements and may include statements relating to future revenues, expenses, margins, profitability, net
income / (loss), earnings per share and other measures of results of operations and the prospects for future growth of our business.
Actual results and the timing and outcome of events may differ materially from those expressed or implied in the forward-looking statements
for a variety of reasons, including, among others: continued or prolonged adverse economic conditions leading to decreased consumer and
business spending; changes in our relationships and contractual agreements with travel suppliers or GDS partners; adverse changes in senior
management; the rate of growth of online travel; our inability to recognize the benefits of our investment in technologies; changes in the
competitive environment, the e-commerce industry and broadband access and our ability to respond to such changes; declines or disruptions in the
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travel industry (including those caused by adverse weather, natural disasters including volcanic eruptions, bankruptcies, health risks, war and/or
terrorism); the rate of online migration in the various geographies and markets in which we operate, including Eastern Europe and Asia;
fluctuations in foreign exchange rates; risks related to our long term indebtedness, including the ability to access funds as and when needed;
changing laws, rules and regulations and legal uncertainties relating to our business; changes in search engine algorithms and dynamics; risks
relating to a failure to perform of third parties to our financial and/or service agreements; the use of fraudulent credit cards on our websites; our
ability to expand successfully in international markets; possible adverse impacts resulting from, among other events, platform migration; failure to
realize cost efficiencies, including from any restructuring activities; the successful completion of any future corporate transactions or acquisitions;
the integration of current and acquired businesses; and other risks detailed in our public filings with the SEC, including our Annual Report on
Form 10-K for the year ended December 31, 2009 and subsequent Forms 10-Q.

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These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. We
are not under any obligation and do not intend to publicly update or review any of these forward-looking statements, whether as a result of new
information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by those
forward-looking statements will not be realized.
Please carefully review and consider the various disclosures made in this prospectus and in our other reports filed with the SEC that attempt
to advise interested parties of the risks and factors that may affect our business, results of operations, financial condition or prospects.
INDUSTRY DATA
This prospectus and the information incorporated by reference herein includes industry position and industry data and forecasts that we
obtained or derived from internal company reports, independent third party publications and other industry data. Some data are also based on our
good faith estimates, which are derived from our internal company analyses or review of internal company reports as well as the independent
sources referred to above. Although we believe that the information on which we have based these estimates of industry position and industry data
are generally reliable, the accuracy and completeness of this information is not guaranteed and we have not independently verified any of the data
from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Our internal company reports have not
been verified by any independent source. Statements as to our industry position are based on market data currently available to us. While we are
not aware of any misstatements regarding our industry data presented or incorporated by reference herein, these estimates involve risks and
uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors" in this prospectus and
in our Annual Report on Form 10-K for the year ended December 31, 2009.

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SUMMARY
This summary contains basic information about our company and the exchange offer. It may not contain all the information that may be
important to you. Investors should carefully read this entire prospectus, including the information set forth under "Risk Factors" and in our
consolidated financial statements and the related notes thereto.
The Company
Expedia, Inc. is an online travel company, empowering business and leisure travelers with the tools and information they need to
efficiently research, plan, book and experience travel. We have created a global travel marketplace used by a broad range of leisure and
corporate travelers, offline retail travel agents and travel service providers. We make available, on a stand-alone and package basis, travel
products and services provided by numerous airlines, lodging properties, car rental companies, destination service providers, cruise lines and
other travel product and service companies. We also offer travel and non-travel advertisers access to a potential source of incremental traffic
and transactions through our various media and advertising offerings on both the TripAdvisor® Media Network and on our transaction-based
websites.
Our portfolio of brands, which is described below, includes: Expedia.com®, hotels.com®, Hotwire.com®, TripAdvisor® Media Network,
Expedia® Affiliate Network (formerly "Worldwide Travel Exchange" and "Interactive Affiliate Network"), Classic Vacations®, Expedia Local
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Expert®, Expedia® CruiseShipCenters®, Egencia®, eLongTM, Inc. ("eLong") and VenereTM Net SpA ("Venere"). In addition, many of these
brands have related international points of sale.
Portfolio of brands
Expedia leverages its brand portfolio to target the broadest possible range of travelers, travel suppliers and advertisers. Our brands
provide a wide selection of travel products and services, from simple, discounted travel to more complex, luxury travel. Our travel offerings
primarily consist of airline flights, hotel stays, car rentals, destination services, cruises and package travel, which encompasses multiple travel
products. We also offer travel and non-travel advertisers access to a potential source of incremental traffic and transactions through our
various media and advertising offerings on both the TripAdvisor Media Network and on our transaction-based websites.
Expedia.com. Our Expedia-branded websites make a large variety of travel products and services available directly to travelers through
our U.S.-based website, www.expedia.com, as well as through localized versions of the Expedia website in Australia, Austria, Belgium,
Canada, Denmark, France, Germany, India, Ireland, Italy, Japan, Mexico, the Netherlands, New Zealand, Norway, Portugal, Spain, Sweden
and the United Kingdom. Expedia-branded websites target many different types of travelers, from families booking summer vacations to
individual travelers arranging a quick weekend getaway. Travelers can search for, compare information about (including pricing, availability
and traveler reviews) and book travel products and services on Expedia-branded websites, including airline tickets, lodging, car rentals, cruises
and many destination services -- such as airport transfers, local attractions and tours -- from a large number of suppliers, on both a stand-
alone and package basis.
Hotels.com. Our hotels.com® website provides a broad selection of hotel properties to travelers, who can plan, shop for and book lodging
accommodations, from traditional hotels to vacation rentals. Hotels.com seeks to provide travelers with premium content and service through
our U.S.-based website, www.hotels.com, as well as through more than 70 localized versions in the Americas, Europe, Asia Pacific and South
Africa. With hotels.com, we differentiate our offering by positioning the brand as the hotel expert, with premium content about lodging
properties.


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Hotwire. Our discount travel website, www.hotwire.com®, makes available airline tickets, hotel rooms, rental cars, cruises and vacation
packages. Hotwire.com's approach matches flexible, price-sensitive travelers with suppliers who have excess seats, rooms and cars they wish
to fill without affecting the public's perception of their brands. Hotwire.com travelers may enjoy significant discounts by electing to book
travel services "opaquely," without knowing certain itinerary details such as brand, time of departure and exact hotel location, while suppliers
create value from excess availability without diluting their core brand-loyal traveler base. Recent product innovation allows air travelers to
discover available discounts by altering details of their air travel plans such as date of departure or destination airport. Hotwire.com works with
many domestic and international airlines, including U.S. full-service major network airlines, top hotels in hundreds of cities and resort
destinations in the United States, Europe, Canada, Mexico and the Caribbean and major car rental companies in the United States. In 2008,
Hotwire® acquired a controlling interest in CarRentals.com, an online car rental marketing and retail firm offering a diverse selection of car
rentals direct to consumers.
Venere. Our Venere-branded websites make approximately 30,000 hotel properties available to European consumers, through the website
www.venere.com, and provide hoteliers with geographically diverse sources of demand. Venere has direct agency-based relationships with
hotels around the world. In addition, VenereTM hotel supply has been made available through certain of our Expedia-branded and hotels.com-
branded websites.
The TripAdvisor Media Network. TripAdvisor, our comprehensive online travel search engine and directory, aggregates traveler opinions
and unbiased articles about cities, hotels, restaurants and activities in a variety of destinations through www.tripadvisor.com and localized
versions of the site in Brazil, Canada, Denmark, France, Germany, India, Ireland, Italy, Japan, Mexico, The Netherlands, Spain, Sweden,
Turkey and the United Kingdom. TripAdvisor also operates in China under the brand daodao.com. In addition to travel-related information,
TripAdvisor's destination-specific search results provide links to the websites of TripAdvisor's travel partners (travel providers and marketers)
through which travelers can make related travel arrangements. TripAdvisor has also acquired and now operates a number of travel media
content properties within the TripAdvisor Media Network, including Airfare WatchdogTM, bookingbuddy.com, Booking BuddyTM®,
cruisecritic.comTM, Cruise Critic®, flipkey.com, FlipkeyTM, holidaylettings.com, holidaywatchdog.com, Holiday WatchdogTM,
independenttraveler.com, Independent TravelerTM, kuxun.cn, KuxunTM, onetime.com, One TimeTM, seatguru.com, Seat Guru®,
smartertravel.comTM, Smarter Travel®, travel-library.com, Travel LibraryTM, travelpod.com, TravelPodTM®, virtualtourist.com and Virtual
TouristTM, expanding the Network's reach, product breadth and appeal to domestic and international advertisers.
Expedia Affiliate Network. Our private label and co-brand programs make travel products and services available to travelers through
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third-party company-branded websites. The products and services made available through www.expediaaffiliate.com and www.wwte.com are
substantially similar to those made available on Expedia-branded and hotels.com-branded websites. We also leverage our affiliate platforms to
make Expedia and hotels.com-branded sites available in various international points of sale.
Classic Vacations. Classic Vacations® offers individually tailored vacations primarily through a national network of third-party retail
travel agents. We deliver a full line of premium vacation packages -- air, hotels, car rentals, activities and private transportation -- to create
customized luxury vacations in Hawaii, the Caribbean, Mexico, Costa Rica, Europe, Australia, New Zealand, Fiji and Tahiti. Travel agents
and travelers can preview our product offering through our websites, www.classicforagents.com and www.classicvacations.com.
Expedia Local Expert. Our network of travel desks located at hotels and resorts in Hawaii, Las Vegas, Mexico, Orlando and San
Francisco enables travelers to enjoy local tours, attractions and dining, as well as purchase airport transfers and other travel-related services.
Our network expanded through our acquisition of Activity World and Activity Hut, destination service providers in Hawaii, in 2004 and 2006,
respectively, and our 2005 acquisition of Premier Getaways in Florida.


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Expedia CruiseShipCenters. Majority-owned by Expedia, CruiseShipCenters is one of North America's leading sellers of cruise
vacations. CruiseShipCenters has over 107 retail locations, a team of 2,000 professionally trained cruise consultants and a searchable online
database of more than 10,000 cruise vacations.
Egencia. Our full-service travel management company offers travel products and services available to corporations and corporate
travelers through points of sale in 15 countries across North America, Europe and Asia Pacific. In December 2009, Egencia expanded its
footprint to nine new countries through strategic partnerships in EMEA and Asia. Egencia provides, among other things, centralized booking
tools for employees of our corporate customers, unique supply targeted at business travelers, and consolidated reporting for global, large and
"SME" (Small & Medium size Enterprise) business segments. Egencia charges its corporate clients account management fees, as well as
transactional fees for making or changing bookings. In addition, Egencia provides on-site agents to some corporate clients to more fully
support the accounts. Egencia has also begun offering consulting and meeting management services.
eLong. Our majority-owned online hotel and air travel service company, based in Beijing, China, specializes in travel products and
services in China. eLongTM uses web-based distribution technologies and a 24-hour nationwide call center to provide consumers with the
ability to make hotel reservations at more than 12,000 hotels in over 500 cities across China and more than 100 countries worldwide. eLong
also offers air ticketing and other travel-related information and services. Travelers can access eLong travel products and services through its
websites, including www.elong.com and www.elong.net. eLong, Inc. is a listed company, which trades on the NASDAQ under the symbol
"LONG."
Company Information
Expedia is a Delaware corporation. The mailing address of our principal executive offices is 333 108th Avenue N.E., Bellevue, WA
98004, and our telephone number at that location is (425) 679-7200.


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Summary Terms of the Exchange Offer
The following is a brief summary of the terms of the exchange offer. For a more complete description of the exchange offer, see
"Exchange Offer." In this section "Expedia," the "Issuer," the "Company," "we," "our," or "us" refer only to Expedia, Inc., a Delaware
corporation, and not to any of its subsidiaries.

The Exchange Offer
We are offering to exchange up to $750,000,000 in aggregate principal amount of our
5.95% senior notes due 2020, which we refer to in this prospectus as the "exchange
notes," for an equal principal amount of the old notes.

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Expiration of the Exchange Offer; Withdrawal of The exchange offer will expire at 5:00 p.m., New York City time, on December 10,
Tender
2010, or a later date and time to which we may extend it. We do not currently intend to
extend the expiration of the exchange offer. You may withdraw your tender of old notes
in the exchange offer at any time before the expiration of the exchange offer. Any old
notes not accepted for exchange for any reason will be returned without expense to you
promptly after the expiration or termination of the exchange offer.

Conditions to the Exchange Offer
The exchange offer is not conditioned upon any minimum aggregate principal amount of
old notes being tendered for exchange. The exchange offer is subject to customary
conditions, which we may waive. See "Exchange Offer -- Conditions" for more
information regarding the conditions to the exchange offer.

Procedures for Tendering Notes
To tender old notes held in book-entry form through the Depository Trust Company, or
"DTC," you must transfer your old notes into the exchange agent's account in
accordance with DTC's Automated Tender Offer Program, or "ATOP" system. In lieu
of delivering a letter of transmittal to the exchange agent, a computer-generated
message, in which the holder of the old notes acknowledges and agrees to be bound by
the terms of the letter of transmittal, must be transmitted by DTC on behalf of a holder
and received by the exchange agent before 5:00 p.m., New York City time, on the
expiration date. In all other cases, a letter of transmittal must be manually executed and
received by the exchange agent before 5:00 p.m., New York City time, on the expiration
date.
By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us
that, among other things:

· any exchange notes to be received by you will be acquired in the ordinary course of

your business;

· you have no arrangement, intent or understanding with any person to participate in

the distribution of the exchange notes (within the meaning of the Securities Act);


· you are not our "affiliate" (as defined in Rule 405 under the Securities Act); and


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· if you are a broker-dealer that will receive exchange notes for your own account in
exchange for old notes that were acquired as a result of market-making activities or

other trading activities, you will deliver or make available a prospectus in connection
with any resale of the exchange notes.

Special Procedures for Beneficial Owners
If you are a beneficial owner whose old notes are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee, and you want to tender old
notes in the exchange offer, you should contact the registered owner promptly and
instruct the registered holder to tender on your behalf. If you wish to tender on your own
behalf, you must, before completing and executing the letter of transmittal and
delivering your old notes, either make appropriate arrangements to register ownership of
the old notes in your name or obtain a properly completed bond power from the
registered holder. See "Exchange Offer -- Procedures for Tendering."

Guaranteed Delivery Procedures
If you wish to tender your old notes, and time will not permit your required documents
to reach the exchange agent by the expiration date, or the procedure for book-entry
transfer cannot be completed on time, you may tender your old notes under the
procedures described under "Exchange Offer -- Guaranteed Delivery Procedures."

Consequences of Failure to Exchange
Any old notes that are not tendered in the exchange offer, or that are not accepted in the
exchange, will remain subject to the restrictions on transfer. Since the old notes have not
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been registered under the U.S. federal securities laws, you will not be able to offer or
sell the old notes except under an exemption from the requirements of the Securities Act
or unless the old notes are registered under the Securities Act. Upon the completion of
the exchange offer, we will have no further obligations, except under limited
circumstances, to provide for registration of the old notes under the U.S. federal
securities laws. See "Exchange Offer -- Consequences of Failure to Tender."

Certain U.S. Federal Income Tax Considerations The exchange of old notes for exchange notes in the exchange offer will not constitute a
taxable exchange for U.S. federal income tax purposes. See "Certain U.S. Federal
Income Tax Considerations."

Transferability
Under existing interpretations of the Securities Act by the staff of the SEC contained in
several no-action letters to third parties, and subject to the immediately following
sentence, we believe that the exchange notes will generally be freely transferable by
holders after the exchange offer without further compliance with the registration and
prospectus delivery requirements of the Securities Act (subject to certain representations
required to be made by each holder of old notes, as set forth under "Exchange Offer --
Procedures for Tendering"). However, any holder of old notes who:


· is one of our "affiliates" (as defined in Rule 405 under the Securities Act),


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· does not acquire the exchange notes in the ordinary course of business,

· distributes, intends to distribute, or has an arrangement or understanding with any

person to distribute the exchange notes as part of the exchange offer, or

· is a broker-dealer who purchased old notes from us in the initial offering of the old

notes for resale pursuant to Rule 144A or any other available exemption under the
Securities Act,
will not be able to rely on the interpretations of the staff of the SEC, will not be
permitted to tender old notes in the exchange offer and, in the absence of any
exemption, must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with any resale of the exchange notes.
Our belief that transfers of exchange notes would be permitted without registration or
prospectus delivery under the conditions described above is based on SEC
interpretations given to other, unrelated issuers in similar exchange offers. We cannot
assure you that the SEC would make a similar interpretation with respect to our
exchange offer. We will not be responsible for or indemnify you against any liability
you may incur under the Securities Act.
Each broker-dealer that receives exchange notes for its own account under the exchange
offer in exchange for old notes that were acquired by the broker-dealer as a result of
market-making or other trading activity must acknowledge that it will deliver a
prospectus in connection with any resale of the exchange notes. See "Plan of
Distribution."

Use of Proceeds
We will not receive any cash proceeds from the issuance of the exchange notes pursuant
to the exchange offer.

Exchange Agent
The Bank of New York Mellon Trust Company, N.A. is the exchange agent for the
exchange offer. The address and telephone number of the exchange agent are set forth
under "Exchange Offer -- Exchange Agent."


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Summary Terms of the Exchange Notes
The summary below describes the principal terms of the exchange notes. Certain of the terms and conditions described below are subject
to important limitations and exceptions. The "Description of the Exchange Notes" section of this prospectus contains a more detailed
description of the terms and conditions of the exchange notes. In this section "Expedia," the "Issuer," the "Company," "we," "our," or "us"
refer only to Expedia, Inc., a Delaware corporation, and not to any of its subsidiaries.
The exchange notes will be identical in all material respects to the old notes for which they have been exchanged, except:

· the offer and sale of the exchange notes will have been registered under the Securities Act, and thus the exchange notes generally

will not be subject to the restrictions on transfer applicable to the old notes or bear restrictive legends,


· the exchange notes will not be entitled to registration rights, and


· the exchange notes will not have the right to earn additional interest under circumstances relating to our registration obligations.

Issuer
Expedia, Inc.

Guarantees
The exchange notes will be unconditionally guaranteed by the Subsidiary Guarantors,
which include each domestic subsidiary of Expedia that is a borrower under or
guarantees the obligations under our existing credit agreement. Additional subsidiaries
will be required to guarantee the notes, and the guarantees of the Subsidiary Guarantors
with respect to the notes will terminate, in each case in the circumstances set forth under
"Description of Exchange Notes -- Guarantees."

Exchange Notes Offered
$750,000,000 aggregate principal amount of 5.95% Senior Notes due 2020.

Maturity
The exchange notes will mature on August 15, 2020.

Interest Rates
The exchange notes will accrue interest at 5.95% per annum, payable semiannually in
arrears on February 15 and August 15 of each year, commencing on February 15, 2011.

Interest Payment Dates
February 15 and August 15 of each year, beginning February 15, 2011.

Ranking
The exchange notes will be our senior unsecured obligations and will rank equally in
right of payment with all of our existing and future unsubordinated and unsecured
obligations. So long as the guarantees are in effect, each Subsidiary Guarantor's
guarantee will be the senior unsecured obligation of such Subsidiary Guarantor and will
rank equally in right of payment with all of such Subsidiary Guarantor's existing and
future unsubordinated and unsecured obligations.


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Optional Redemption by Expedia
We may redeem the notes, in whole or in part, at any time or from time to time at a
specified make-whole premium described under the heading "Description of Exchange
Notes -- Optional Redemption."

Change of Control
Upon the occurrence of a Change of Control Triggering Event (as defined in this
prospectus), each holder of exchange notes will have the right to require us to
repurchase such holder's notes, in whole or in part, at a purchase price in cash equal to
101% of the principal amount thereof, plus any accrued and unpaid interest to the date
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of purchase. See "Description of Exchange Notes -- Change of Control."

Certain Covenants
The indenture governing the exchange notes contains covenants limiting our ability and
our subsidiaries' ability to:


· create certain liens,


· enter into sale and lease-back transactions, and

· consolidate or merge with, or convey, transfer or lease all or substantially all our

assets to, another person.
However, each of these covenants is subject to certain exceptions. You should read
"Description of Exchange Notes -- Covenants" for a description of these covenants.

Form and Denominations
We will issue the exchange notes in fully registered form in denominations of $2,000
and integral multiples of $1,000 in excess thereof. Each of the exchange notes will be
represented by one or more global securities registered in the name of a nominee of The
Depository Trust Company, or DTC. You will hold a beneficial interest in one or more
of the notes through DTC, and DTC and its direct and indirect participants will record
your beneficial interest in their books. Except under limited circumstances, we will not
issue certificated exchange notes.

Further Issuances
We may create and issue additional notes ranking equally with the exchange notes and
the old notes and otherwise similar in all respects (other than the issue date and public
offering price or the first payment of interest following the issue date of such further
notes). These additional notes will be treated as a single class, including waivers,
amendments and redemptions.

Absence of Public Market for the Exchange Notes The exchange notes generally are freely transferable but are also new securities for
which there is not initially a market. Accordingly, there can be no assurance as to the
development or liquidity of any market for the exchange notes.

Risk Factors
See "Risk Factors" for a discussion of some of the key factors you should carefully
consider before deciding to exchange your old notes for exchange notes.


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SELECTED FINANCIAL DATA
The following table sets forth certain of our historical financial data. Our financial statements present our results of operations, financial
position, cash flows and stockholders' equity on a consolidated basis. The consolidated statements of operations data for the years ended
December 31, 2007, 2008 and 2009 and the consolidated balance sheet data as of December 31, 2008 and 2009 have been derived from our audited
consolidated financial statements, which have been audited by Ernst & Young LLP and are included in our Annual Report on Form 10-K for the
year ended December 31, 2009, which is incorporated by reference in this prospectus. The consolidated statements of operations data for the years
ended December 31, 2005 and 2006 and the consolidated balance sheet data as of December 31, 2005, 2006 and 2007 have been derived from our
audited consolidated financial statements, which have been audited by Ernst & Young LLP which may be found in our Annual Reports on Form
10-K for the years ended December 31, 2006 and 2007. The consolidated statements of operations and consolidated statement of cash flows data
for the six months ended June 30, 2009 and 2010 and the consolidated balance sheet data as of June 30, 2009 and 2010 have been derived from our
unaudited consolidated financial statements included in our Quarterly Report on Form 10-Q for the period ended June 30, 2010, which is
incorporated by reference in this prospectus. The unaudited consolidated financial statements were prepared in accordance with accounting
principles generally accepted in the United States ("GAAP") for interim financial reporting. We have included all adjustments necessary for a fair
presentation of the results of the interim period. These adjustments consist of normal recurring items. Our interim unaudited consolidated financial
statements are not necessarily indicative of results that may be expected for any other interim period or for the full year.
The following information should be read in conjunction with the information under the caption "Risk Factors" contained herein and
incorporated by reference herein from our Annual Report on Form 10-K for the year ended December 31, 2009. The following information should
also be used in conjunction with the information under the caption "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our consolidated financial statements, both included in our Annual Report on Form 10-K for the year ended December 31, 2009,
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