NOTE 21 — Guarantor and Non-Guarantor Supplemental Financial Information

Condensed consolidating financial information of Expedia, Inc. (the "Parent"), our subsidiaries that are guarantors of our debt facility and instruments (the "Guarantor Subsidiaries"), and our subsidiaries that are not guarantors of our debt facility and instruments (the "Non-Guarantor Subsidiaries") is shown below. The debt facility and instruments are guaranteed by certain of our wholly-owned domestic subsidiaries and rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations. The guarantees are full, unconditional, joint and several with the exception of certain customary automatic subsidiary release provisions. In this financial information, the Parent and Guarantor Subsidiaries account for investments in their wholly-owned subsidiaries using the equity method.

In connection with the spin-off, TripAdvisor Holdings, LLC and TripAdvisor LLC, both post-spin-off subsidiaries of TripAdvisor, were released from their guarantees of obligations under our existing debt facility and instruments. The discontinued operations of TripAdvisor and its subsidiaries have been presented within the following condensed consolidating financial statements within Guarantor Subsidiaries and Non-Guarantor Subsidiaries consistent with the classification in prior periods. In addition, in connection with the spin-off and the Notice of Redemption of the 8.5% Notes as described in Note 4 — Discontinued Operations, such 8.5% Notes and the related deposit for the redemption have been included within total current liabilities and total current assets of the Parent as of December 31, 2011.

We revised the prior year financial information to conform to our current year presentation.

CONDENSED CONSOLIDATING STATEMENT OF OPERATION

Year Ended December 31, 2011


	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Revenue	$	—		$	3,041,755		$	424,018		$	(16,764	)	$	3,449,009

Costs and expenses:
Cost of revenue		—			648,219			111,868			1,185			761,272
Selling and marketing		—			1,088,145			404,409			(17,913	)		1,474,641
Technology and content		—			297,859			83,388			(248	)		380,999
General and administrative		—			213,594			95,902			212			309,708
Amortization of intangible assets		—			4,988			16,937			—			21,925
Legal reserves, occupancy tax and other		—			20,855			—			—			20,855
Intercompany (income) expense, net		—			597,105			(597,105	)		—			—

Operating income		—			170,990			308,619			—			479,609

Other income (expense):
Equity in pre-tax earnings of consolidated subsidiaries		382,403			244,429			—			(626,832	)		—
Other, net		(83,421	)		44,288			(38,404	)		—			(77,537	)

Total other income (expense), net		298,982			288,717			(38,404	)		(626,832	)		(77,537	)

Income before income taxes		298,982			459,707			270,215			(626,832	)		402,072
Provision for income taxes		25,050			(73,165	)		(27,616	)		—			(75,731	)

Income from continuing operations		324,032			386,542			242,599			(626,832	)		326,341
Discontinued operations, net of taxes		148,262			140,200			32,464			(172,664	)		148,262

Net income		472,294			526,742			275,063			(799,496	)		474,603
Net income attribuatable to noncontrolling interests		—			—			(2,309	)		—			(2,309	)

Net income attributable to Expedia, Inc.	$	472,294		$	526,742		$	272,754		$	(799,496	)	$	472,294

CONDENSED CONSOLIDATING STATEMENT OF OPERATION

Year Ended December 31, 2010


	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Revenue	$	—		$	2,679,420		$	366,408		$	(12,183	)	$	3,033,645

Costs and expenses:
Cost of revenue		—			590,236			96,372			(1,121	)		685,487
Selling and marketing		—			917,344			328,683			(11,246	)		1,234,781
Technology and content		—			255,306			53,416			58			308,780
General and administrative		—			181,920			76,558			126			258,604
Amortization of intangible assets		—			5,071			17,443			—			22,514
Legal reserves, occupancy tax and other		—			22,692			—			—			22,692
Intercompany (income) expense, net		—			347,361			(347,361	)		—			—

Operating income		—			359,490			141,297			—			500,787

Other income (expense):
Equity in pre-tax earnings of consolidated subsidiaries		341,750			120,085			—			(461,835	)		—
Other, net		(56,193	)		(18,358	)		(397	)		—			(74,948	)

Total other income (expense), net		285,557			101,727			(397	)		(461,835	)		(74,948	)

Income before income taxes		285,557			461,217			140,900			(461,835	)		425,839
Provision for income taxes		15,880			(115,126	)		(21,096	)		—			(120,342	)

Income from continuing operations		301,437			346,091			119,804			(461,835	)		305,497
Discontinued operations, net of taxes		120,063			142,150			78,470			(220,620	)		120,063

Net income		421,500			488,241			198,274			(682,455	)		425,560
Net income attribuatable to noncontrolling interests		—			—			(4,060	)		—			(4,060	)

Net income attributable to Expedia, Inc.	$	421,500		$	488,241		$	194,214		$	(682,455	)	$	421,500

CONDENSED CONSOLIDATING STATEMENT OF OPERATION

Year Ended December 31, 2009


	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Revenue	$	—		$	2,375,142		$	378,034		$	(10,125	)	$	2,743,051

Costs and expenses:
Cost of revenue		—			495,029			111,910			(4,257	)		602,682
Selling and marketing		—			730,272			336,606			(5,781	)		1,061,097
Technology and content		—			231,775			50,797			62			282,634
General and administrative		—			195,741			77,261			(149	)		272,853
Amortization of intangible assets		—			6,596			17,279			—			23,875
Legal reserves, occupancy tax and other		—			67,999			—			—			67,999
Restructuring charges		—			8,761			25,407			—			34,168
Intercompany (income) expense, net		—			232,828			(232,828	)		—			—

Operating income		—			406,141			(8,398	)		—			397,743

Other income (expense):
Equity in pre-tax earnings of consolidated subsidiaries		240,115			(21,017	)		—			(219,098	)		—
Other, net		(37,999	)		(38,646	)		(1,322	)		—			(77,967	)

Total other income (expense), net		202,116			(59,663	)		(1,322	)		(219,098	)		(77,967	)

Income (loss) before income taxes		202,116			346,478			(9,720	)		(219,098	)		319,776
Provision for income taxes		12,061			(103,205	)		(10,358	)		—			(101,502	)

Income (loss) from continuing operations		214,177			243,273			(20,078	)		(219,098	)		218,274
Discontinued operations, net of taxes		85,349			107,671			42,733			(150,404	)		85,349

Net income		299,526			350,944			22,655			(369,502	)		303,623
Net income attributable to noncontrolling interests		—			—			(4,097	)		—			(4,097	)

Net income attributable to Expedia, Inc.	$	299,526		$	350,944		$	18,558		$	(369,502	)	$	299,526

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2011


	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(In thousands)
ASSETS

Total current assets	$	551,488	$	1,538,509	$	644,825	$	(460,393	)	$	2,274,429
Investment in subsidiaries		3,891,811		1,126,412		—		(5,018,223	)		—
Intangible assets, net		—		634,581		109,317		—			743,898
Goodwill		—		2,415,482		461,819		—			2,877,301
Other assets, net		5,587		465,473		138,570		—			609,630

TOTAL ASSETS	$	4,448,886	$	6,180,457	$	1,354,531	$	(5,478,616	)	$	6,505,258


LIABILITIES AND STOCKHOLDERS' EQUITY

Total current liabilities	$	894,438	$	1,906,349	$	212,963	$	(460,393	)	$	2,553,357
Long-term debt		1,249,281		—		—		—			1,249,281
Other liabilities		—		378,729		18,724		—			397,453
Stockholders' equity		2,305,167		3,895,379		1,122,844		(5,018,223	)		2,305,167

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	4,448,886	$	6,180,457	$	1,354,531	$	(5,478,616	)	$	6,505,258

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2010


	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(In thousands)
ASSETS

Total current assets	$	70,012	$	1,376,835	$	608,428	$	(347,720	)	$	1,707,555
Investment in subsidiaries		4,589,428		1,061,282		—		(5,650,710	)		—
Intangible assets, net		—		639,569		108,044		—			747,613
Goodwill		—		2,416,314		448,350		—			2,864,664
Other assets, net		8,415		1,075,548		253,127		—			1,337,090

TOTAL ASSETS	$	4,667,855	$	6,569,548	$	1,417,949	$	(5,998,430	)	$	6,656,922


LIABILITIES AND STOCKHOLDERS' EQUITY

Total current liabilities	$	286,258	$	1,690,287	$	266,522	$	(347,720	)	$	1,895,347
Long-term debt		1,249,221		—		—		—			1,249,221
Other liabilities		395,673		290,289		89,689		—			775,651
Stockholders' equity		2,736,703		4,588,972		1,061,738		(5,650,710	)		2,736,703

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	4,667,855	$	6,569,548	$	1,417,949	$	(5,998,430	)	$	6,656,922

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2011


	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated
	(In thousands)
Operating activities:
Net cash provided by operating activities from continuing operations	$	—		$	527,448		$	298,281		$	825,729

Investing activities:
Capital expenditures, including internal-use software and website development		—			(179,159	)		(28,678	)		(207,837	)
Purchases of investments		—			(1,425,578	)		(297,772	)		(1,723,350	)
Sales and maturities of investments		—			1,359,439			147,801			1,507,240
Other, net		—			(6,190	)		(33,323	)		(39,513	)

Net cash used in investing activities from continuing operations		—			(251,488	)		(211,972	)		(463,460	)

Financing activities:
Treasury stock activity		(294,027	)		—			—			(294,027	)
Payment of dividends to stockholders		(76,550	)		—			—			(76,550	)
Purchase of additional interests in controlled subsidiaries, net		—			—			(22,485	)		(22,485	)
Transfers (to) from related parties		333,303			(333,303	)		—			—
Other, net		37,274			(4,285	)		6,579			39,568

Net cash used in financing activities from continuing operations		—			(337,588	)		(15,906	)		(353,494	)
Net cash provided by (used in) continuing operations		—			(61,628	)		70,403			8,775

Net cash provided by discontinued operations		—			76,903			—			76,903

Effect of exchange rate changes on cash and cash equivalents of discontinued operations		—			(19,539	)		1,796			(17,743	)

Net increase (decrease) in cash and cash equivalents		—			(4,264	)		72,199			67,935
Cash and cash equivalents at beginning of year		—			361,516			259,683			621,199

Cash and cash equivalents at end of year	$	—		$	357,252		$	331,882		$	689,134

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2010

		00000000			00000000			00000000			00000000
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated
	(In thousands)
Operating activities:
Net cash provided by operating activities from continuing operations	$	—		$	378,370		$	227,017		$	605,387

Investing activities:
Capital expenditures, including internal-use software and website development		—			(121,687	)		(14,689	)		(136,376	)
Purchases of investments		—			(846,344	)		(123,995	)		(970,339	)
Sales and maturities of investments		—			282,450			83,586			366,036
Other, net		—			14,938			(18,606	)		(3,668	)

Net cash used in investing activities from continuing operations		—			(670,643	)		(73,704	)		(744,347	)

Financing activities:
Proceeds from issuance of long-term debt, net of issuance costs		742,470			—			—			742,470
Treasury stock activity		(501,993	)		—			—			(501,993	)
Payment of dividends to stockholders		(79,076	)		—			—			(79,076	)
Purchase of additional interests in controlled subsidiaries, net		—			—			(77,929	)		(77,929	)
Transfers (to) from related parties		(219,556	)		219,556			—			—
Other, net		58,155			(12,959	)		(808	)		44,388

Net cash provided by (used in) financing activities from continuing operations		—			206,597			(78,737	)		127,860
Net cash provided by (used in) continuing operations		—			(85,676	)		74,576			(11,100	)

Net cash provided by discontinued operations		—			40,999			—			40,999

Effect of exchange rate changes on cash and cash equivalents of discontinued operations		—			(13,958	)		(5,922	)		(19,880	)

Net increase (decrease) in cash and cash equivalents		—			(58,635	)		68,654			10,019
Cash and cash equivalents at beginning of year		—			420,151			191,029			611,180

Cash and cash equivalents at end of year	$	—		$	361,516		$	259,683		$	621,199

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2009

		00000000			00000000			00000000			00000000
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated
	(In thousands)
Operating activities:
Net cash provided by operating activities from continuing operations	$	—		$	556,357		$	17,544		$	573,901

Investing activities:
Capital expenditures, including internal-use software and website development		—			(64,573	)		(14,269	)		(78,842	)
Purchases of investments		—			—			(45,903	)		(45,903	)
Sales and maturities of investments		—			—			93,092			93,092
Other, net		—			49,339			(7,359	)		41,980

Net cash provided by (used in) investing activities from continuing operations		—			(15,234	)		25,561			10,327

Financing activities:
Credit facility repayments		—			(650,000	)		—			(650,000	)
Transfers (to) from related parties		(9,149	)		1,178			7,971			—
Other, net		9,149			(10,800	)		(9,268	)		(10,919	)

Net cash used in financing activities from continuing operations		—			(659,622	)		(1,297	)		(660,919	)
Net cash provided by (used in) continuing operations		—			(118,499	)		41,808			(76,691	)

Net cash provided by discontinued operations		—			21,181			—			21,181

Effect of exchange rate changes on cash and cash equivalents of discontinued operations		—			(22,050	)		31,329			9,279

Net increase (decrease) in cash and cash equivalents		—			(119,368	)		73,137			(46,231	)
Cash and cash equivalents at beginning of year		—			539,519			117,892			657,411

Cash and cash equivalents at end of year	$	—		$	420,151		$	191,029		$	611,180