Amendment No. 5 to Schedule TO

 

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Amendment No. 5 to Schedule TO

This Amendment No. 5 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “Commission”) on December 11, 2006, as amended by Amendment No. 1 to Schedule TO filed with the Commission on December 14, 2006, as further amended by Amendment No. 2 to Schedule TO filed with the Commission on December 21, 2006, as further amended by Amendment No. 3 to Schedule TO filed with the Commission on December 22, 2006, and as further amended by Amendment No. 4 to Schedule TO, filed with the Commission on January 11, 2007 (as amended, the “Schedule TO”), by Expedia, Inc., a Delaware corporation (“Expedia”), relating to the offer to purchase up to 30,000,000 shares of its common stock, par value $.001 per share (the “Shares”), or such lesser number of Shares as was properly tendered and not properly withdrawn, at a price determined by Expedia between $18.50 and $22.00 per Share, net to the seller in cash, without interest, on the terms and subject to the conditions set forth in an Offer to Purchase, dated December 11, 2006, and in the related Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the “Offer”). This Amendment No. 5 is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) of the Securities Exchange Act of 1934, as amended. Copies of the Offer to Purchase and the related Letter of Transmittal were previously filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

The information in the Offer is incorporated in this Amendment No. 5 to Schedule TO by reference in response to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

     ITEM 11. ADDITIONAL INFORMATION

     Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:

     On January 19, 2007, Expedia issued a press release announcing the final results of the Offer, which as previously reported expired at 5:00 p.m., New York City time, on January 10, 2007. A copy of the press release is filed as Exhibit (a)(5)(H) to the Schedule TO and is incorporated herein by reference.

ITEM 12. EXHIBITS

     Item 12 of the Schedule TO is hereby amended to read in its entirety as follows:

(a)(1)(A)		Offer to Purchase, dated December 11, 2006*
(a)(1)(B)		Letter of Transmittal*
(a)(1)(C)		Notice of Guaranteed Delivery*
(a)(1)(D)		Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated December
		11, 2006*
(a)(1)(E)		Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees,
		dated December 11, 2006*
(a)(1)(F)		Letter from the Trustee of the Expedia Retirement Savings Plan to plan participants dated December
		11, 2006*
(a)(1)(G)		Direction Form for participants in the Expedia Retirement Savings Plan*

1

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(a)(2)		Not applicable
(a)(3)		Not applicable
(a)(4)		Not applicable
(a)(5)(A)		Summary Advertisement, dated December 11, 2006*
(a)(5)(B)		Letter from Dara Khosrowshahi, Chief Executive Officer of Expedia, Inc., to stockholders of
		Expedia, Inc., dated December 11, 2006*
(a)(5)(C)		Press release, dated December 8, 2006*
(a)(5)(D)		Employee Frequently Asked Questions Regarding the Tender Offer*
(a)(5)(E)		Email to Employees*
(a)(5)(F)		Letter from Burke F. Norton, Executive Vice President, General Counsel and Secretary of Expedia,
		Inc., to Warrant and Series A Cumulative Convertible Preferred Stock Holders*
(a)(5)(G)		Press Release, dated January 11, 2007 (announcing preliminary results of the tender offer)*
(a)(5)(H)		Press Release, dated January 19, 2007 (announcing final results of the tender offer)**
(b)(1)		Credit Agreement dated as of July 8, 2005, among Expedia, Inc., a Delaware corporation, Expedia,
		Inc., a Washington corporation, Travelscape, Inc., a Nevada corporation, Hotels.com, a Delaware
		corporation, and Hotwire, Inc., a Delaware corporation, as Borrowers; the Lenders party thereto;
		Bank of America, N.A., as Syndication Agent; Wachovia Bank, N.A. and The Royal Bank of
		Scotland PLC, as Co-Documentation Agents; JPMorgan Chase Bank, N.A., as Administrative Agent;
		and J.P. Morgan Europe Limited, as London Agent(1)
(b)(2)		First Amendment, dated as of December 7, 2006, to the Credit Agreement dated as of July 8, 2005,
		among Expedia, Inc., a Delaware corporation; Expedia, Inc., a Washington corporation; Travelscape
		LLC, a Nevada limited liability company; Hotels.com, a Delaware corporation; Hotwire, Inc., a
		Delaware corporation; the other Borrowing Subsidiaries from time to time party thereto; the Lenders
		from time to time party thereto; JPMorgan Chase Bank, N.A., as Administrative Agent; and J.P.
		Morgan Europe Limited, as London Agent*
(b)(3)		Second Amendment, dated as of December 18, 2006, to the Credit Agreement dated as of July 8,
		2005, among Expedia, Inc., a Delaware corporation; Expedia, Inc., a Washington corporation;
		Travelscape LLC, a Nevada limited liability company; Hotels.com, a Delaware corporation;
		Hotwire, Inc., a Delaware corporation; the other Borrowing Subsidiaries from time to time party
		thereto; the Lenders from time to time party thereto; JPMorgan Chase Bank, N.A., as Administrative
		Agent; and J.P. Morgan Europe Limited, as London Agent*
(d)(1)		Expedia, Inc. Non-Employee Director Deferred Compensation Plan(2)
(d)(2)		Expedia, Inc. 2005 Stock and Annual Incentive Plan(3)
(d)(3)		Summary of Expedia Non-Employee Director Compensation Arrangements(2)
(d)(4)		Stockholders Agreement between Liberty Media Corporation and Barry Diller, dated as of August 9,
		2005(4)
(d)(5)		Governance Agreement, by and among Expedia, Inc., Liberty Media Corporation and Barry Diller,
		dated as of August 9, 2005(4)
(d)(6)		Separation Agreement, dated as of August 9, 2005, by and between IAC/InterActiveCorp and
		Expedia, Inc.(4)
(d)(7)		Tax Sharing Agreement dated as of August 9, 2005, by and between IAC/InterActiveCorp and
		Expedia, Inc.(4)
(d)(8)		Form of Expedia, Inc. Restricted Stock Unit Agreement (directors)(4)

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(d)(9)		Expedia Executive Deferred Compensation Plan, effective as of August 9, 2005(5)
(d)(10)		Expedia, Inc. Restricted Stock Unit Agreement between Expedia, Inc. and Dara Khosrowshahi, dated
		as of March 7, 2006(6)
(d)(11)		Employment Agreement by and between Michael Adler and Expedia, Inc., effective as of May 16,
		2006(7)
(d)(12)		Expedia, Inc. Restricted Stock Unit Agreement between Expedia, Inc. and Michael B. Adler,
		effective as of May 16, 2006(7)
(d)(13)		Employment Agreement by and between Burke Norton and Expedia, Inc., effective October 25,
		2006(7)
(d)(14)		Expedia, Inc. Restricted Stock Unit Agreement (First Agreement) between Expedia, Inc. and Burke
		Norton, dated as of October 25, 2006(7)
(d)(15)		Expedia, Inc. Restricted Stock Unit Agreement (Second Agreement) between Expedia, Inc. and
		Burke Norton, dated as of October 25, 2006(7)
(d)(16)		Form of Expedia, Inc. Restricted Stock Unit Agreement (domestic employees)(7)
(d)(17)		Equity Warrant Agreement for Warrants to Purchase up to 14,590,514 Shares of Common Stock
		expiring February 4, 2009, between Expedia, Inc. and The Bank of New York, as Equity Warrant
		Agent, dated as of August 9, 2005(8)
(d)(18)		Stockholder Equity Warrant Agreement for Warrants to Purchase up to 11,450,182 Shares of
		Common Stock, between Expedia, Inc. and Mellon Investor Services LLC, as Equity Warrant Agent,
		dated as of August 9, 2005(8)
(d)(19)		Optionholder Equity Warrant Agreement for Warrants to Purchase up to 1,558,651 Shares of
		Common Stock, between Expedia, Inc. and Mellon Investor Services LLC, as Equity Warrant Agent,
		dated as of August 9, 2005(8)
(d)(20)		Indenture, dated as of August 21, 2006, among Expedia, Inc., as Issuer, the Subsidiary Guarantors
		from time to time parties thereto, and The Bank of New York Trust Company, N.A., as Trustee,
		relating to Expedia, Inc.’s 7.456% Senior Notes due 2018 (7)
(d)(21)		Registration Rights Agreement dated August 21, 2006 by and among Expedia, Inc., the Subsidiary
Guarantors listed therein, and J.P. Morgan Securities Inc. and Lehman Brothers Inc., as
		representatives of the initial purchasers of Expedia, Inc.’s 7.456% Senior Notes due 2018(7)
(d)(22)		Expedia Retirement Savings Plan *
(d)(23)		Trust Agreement between Expedia, Inc. and Fidelity Management Trust Company, dated as of
		August 15, 2005, relating to the Expedia Retirement Savings Plan*
(g)		Not applicable
(h)		Opinion of Wachtell, Lipton, Rosen & Katz, dated January 10, 2007*

* Previously filed

** Filed herewith

(1) Incorporated by reference to Expedia, Inc.’s Current Report on Form 8-K filed on July 14, 2005

(2) Incorporated by reference to Expedia, Inc.’s Registration Statement on Form S-4/A (File No. 333-124303-01) filed on June 13, 2005

(3) Incorporated by reference to Expedia, Inc.’s Registration Statement on Form S-8 (File No. 333-127324) filed on August 9, 2005

(4) Incorporated by reference to Expedia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005

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(5) Incorporated by reference to Expedia, Inc.’s Current Report on Form 8-K filed on December 20, 2005

(6) Incorporated by reference to Expedia, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005

 (7) Incorporated by reference to Expedia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006

 (8) Incorporated by reference to Expedia, Inc.’s Registration Statement on Form 8-A/A filed on August 22, 2005

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 19, 2007

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EXHIBIT INDEX

(a)(1)(A)		Offer to Purchase, dated December 11, 2006*
(a)(1)(B)		Letter of Transmittal*
(a)(1)(C)		Notice of Guaranteed Delivery*
(a)(1)(D)		Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated December
		11, 2006*
(a)(1)(E)		Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees,
		dated December 11, 2006*
(a)(1)(F)		Letter from the Trustee of the Expedia Retirement Savings Plan to plan participants dated December
		11, 2006*
(a)(1)(G)		Direction Form for participants in the Expedia Retirement Savings Plan*
(a)(2)		Not applicable
(a)(3)		Not applicable
(a)(4)		Not applicable
(a)(5)(A)		Summary Advertisement, dated December 11, 2006*
(a)(5)(B)		Letter from Dara Khosrowshahi, Chief Executive Officer of Expedia, Inc., to stockholders of
		Expedia, Inc., dated December 11, 2006*
(a)(5)(C)		Press release, dated December 8, 2006*
(a)(5)(D)		Employee Frequently Asked Questions Regarding the Tender Offer*
(a)(5)(E)		Email to Employees*
(a)(5)(F)		Letter from Burke F. Norton, Executive Vice President, General Counsel and Secretary of Expedia,
		Inc., to Warrant and Series A Cumulative Convertible Preferred Stock Holders*
(a)(5)(G)		Press Release, dated January 11, 2007 (announcing preliminary results of the tender offer)*
(a)(5)(H)		Press Release, dated January 19, 2007 (announcing final results of the tender offer)**
(b)(1)		Credit Agreement dated as of July 8, 2005, among Expedia, Inc., a Delaware corporation, Expedia,
		Inc., a Washington corporation, Travelscape, Inc., a Nevada corporation, Hotels.com, a Delaware
		corporation, and Hotwire, Inc., a Delaware corporation, as Borrowers; the Lenders party thereto;
		Bank of America, N.A., as Syndication Agent; Wachovia Bank, N.A. and The Royal Bank of
		Scotland PLC, as Co-Documentation Agents; JPMorgan Chase Bank, N.A., as Administrative Agent;
		and J.P. Morgan Europe Limited, as London Agent(1)
(b)(2)		First Amendment, dated as of December 7, 2006, to the Credit Agreement dated as of July 8, 2005,
		among Expedia, Inc., a Delaware corporation; Expedia, Inc., a Washington corporation; Travelscape
		LLC, a Nevada limited liability company; Hotels.com, a Delaware corporation; Hotwire, Inc., a
		Delaware corporation; the other Borrowing Subsidiaries from time to time party thereto; the Lenders
		from time to time party thereto; JPMorgan Chase Bank, N.A., as Administrative Agent; and J.P.
		Morgan Europe Limited, as London Agent*
(b)(3)		Second Amendment, dated as of December 18, 2006, to the Credit Agreement dated as of July 8,
		2005, among Expedia, Inc., a Delaware corporation; Expedia, Inc., a Washington corporation;
		Travelscape LLC, a Nevada limited liability company; Hotels.com, a Delaware corporation;
		Hotwire, Inc., a Delaware corporation; the other Borrowing Subsidiaries from time to time party
		thereto; the Lenders from time to time party thereto; JPMorgan Chase Bank, N.A., as Administrative
		Agent; and J.P. Morgan Europe Limited, as London Agent*

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(d)(1)		Expedia, Inc. Non-Employee Director Deferred Compensation Plan(2)
(d)(2)		Expedia, Inc. 2005 Stock and Annual Incentive Plan(3)
(d)(3)		Summary of Expedia Non-Employee Director Compensation Arrangements(2)
(d)(4)		Stockholders Agreement between Liberty Media Corporation and Barry Diller, dated as of August 9,
		2005(4)
(d)(5)		Governance Agreement, by and among Expedia, Inc., Liberty Media Corporation and Barry Diller,
		dated as of August 9, 2005(4)
(d)(6)		Separation Agreement, dated as of August 9, 2005, by and between IAC/InterActiveCorp and
		Expedia, Inc.(4)
(d)(7)		Tax Sharing Agreement dated as of August 9, 2005, by and between IAC/InterActiveCorp and
		Expedia, Inc.(4)
(d)(8)		Form of Expedia, Inc. Restricted Stock Unit Agreement (directors)(4)
(d)(9)		Expedia Executive Deferred Compensation Plan, effective as of August 9, 2005(5)
(d)(10)		Expedia, Inc. Restricted Stock Unit Agreement between Expedia, Inc. and Dara Khosrowshahi, dated
		as of March 7, 2006(6)
(d)(11)		Employment Agreement by and between Michael Adler and Expedia, Inc., effective as of May 16,
		2006(7)
(d)(12)		Expedia, Inc. Restricted Stock Unit Agreement between Expedia, Inc. and Michael B. Adler,
		effective as of May 16, 2006(7)
(d)(13)		Employment Agreement by and between Burke Norton and Expedia, Inc., effective October 25,
		2006(7)
(d)(14)		Expedia, Inc. Restricted Stock Unit Agreement (First Agreement) between Expedia, Inc. and Burke
		Norton, dated as of October 25, 2006(7)
(d)(15)		Expedia, Inc. Restricted Stock Unit Agreement (Second Agreement) between Expedia, Inc. and
		Burke Norton, dated as of October 25, 2006(7)
(d)(16)		Form of Expedia, Inc. Restricted Stock Unit Agreement (domestic employees)(7)
(d)(17)		Equity Warrant Agreement for Warrants to Purchase up to 14,590,514 Shares of Common Stock
		expiring February 4, 2009, between Expedia, Inc. and The Bank of New York, as Equity Warrant
		Agent, dated as of August 9, 2005(8)
(d)(18)		Stockholder Equity Warrant Agreement for Warrants to Purchase up to 11,450,182 Shares of
		Common Stock, between Expedia, Inc. and Mellon Investor Services LLC, as Equity Warrant Agent,
		dated as of August 9, 2005(8)
(d)(19)		Optionholder Equity Warrant Agreement for Warrants to Purchase up to 1,558,651 Shares of
		Common Stock, between Expedia, Inc. and Mellon Investor Services LLC, as Equity Warrant Agent,
		dated as of August 9, 2005(8)
(d)(20)		Indenture, dated as of August 21, 2006, among Expedia, Inc., as Issuer, the Subsidiary Guarantors
		from time to time parties thereto, and The Bank of New York Trust Company, N.A., as Trustee,
		relating to Expedia, Inc.’s 7.456% Senior Notes due 2018 (7)
(d)(21)		Registration Rights Agreement dated August 21, 2006 by and among Expedia, Inc., the Subsidiary
Guarantors listed therein, and J.P. Morgan Securities Inc. and Lehman Brothers Inc., as
		representatives of the initial purchasers of Expedia, Inc.’s 7.456% Senior Notes due 2018(7)
(d)(22)		Expedia Retirement Savings Plan *
(d)(23)		Trust Agreement between Expedia, Inc. and Fidelity Management Trust Company, dated as of

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		August 15, 2005, relating to the Expedia Retirement Savings Plan*
(g)		Not applicable
(h)		Opinion of Wachtell, Lipton, Rosen & Katz, dated January 10, 2007*

* Previously filed

** Filed herewith

(1) Incorporated by reference to Expedia, Inc.’s Current Report on Form 8-K filed on July 14, 2005

(2) Incorporated by reference to Expedia, Inc.’s Registration Statement on Form S-4/A (File No. 333-124303-01) filed on June 13, 2005

 (3) Incorporated by reference to Expedia, Inc.’s Registration Statement on Form S-8 (File No. 333-127324) filed on August 9, 2005

(4) Incorporated by reference to Expedia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005

(5) Incorporated by reference to Expedia, Inc.’s Current Report on Form 8-K filed on December 20, 2005

(6) Incorporated by reference to Expedia, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005

(7) Incorporated by reference to Expedia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006

(8) Incorporated by reference to Expedia, Inc.’s Registration Statement on Form 8-A/A filed on August 22, 2005

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