Form 11-K
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 11-K

 

 

 

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-51447

 

 

 

A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT OF THE ISSUER NAMED BELOW:

EXPEDIA RETIREMENT SAVINGS PLAN

 

B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:

Expedia, Inc.

333 108th Avenue NE

Bellevue, WA 98004

 

 

 


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REQUIRED INFORMATION

 

1. Not applicable.

 

2. Not applicable.

 

3. Not applicable.

 

4. The Expedia Retirement Savings Plan (the “Plan”) is subject to the requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”). Attached hereto as Appendix I is a copy of the most recent financial statements and schedule of the Plan prepared in accordance with the financial reporting requirements under ERISA.


Table of Contents

Expedia Retirement Savings Plan

Financial Statements and

Supplemental Schedule

December 31, 2011 and 2010

and for the Year Ended December 31, 2011

Contents

 

Report of Independent Registered Public Accounting Firm

     1   
Audited Financial Statements   

Statements of Net Assets Available for Benefits

     2   

Statement of Changes in Net Assets Available for Benefits

     3   

Notes to Financial Statements

     4   
Supplemental Schedule   

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

     13   


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying statements of net assets available for benefits of the Expedia Retirement Savings Plan (the Plan) as of December 31, 2011 and 2010, and the related statement of changes in net assets available for benefits for the year ended December 31, 2011. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2011 and 2010 and the changes in net assets available for benefits for the year ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, line 4(i)-Schedule of Assets (Held at End of Year) as of December 31, 2011, is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Moss Adams LLP

Seattle, Washington

June 25, 2012

 

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Expedia Retirement Savings Plan

Statements of Net Assets Available for Benefits

 

     December 31,  
     2011     2010  

Assets

    

Non-interest bearing cash

   $ 23,901      $ —     

Investments, at fair value

     181,573,213        186,347,834   

Notes receivable from participants

     3,231,944        2,977,451   

Contribution receivable

     1,039,972        1,015,398   

Other receivable

     18,139        —     
  

 

 

   

 

 

 

Net assets available for benefits, at fair value

     185,887,169        190,340,683   

Adjustment from fair value to contract value for interest in a common/collective trust fund which invests in fully benefit-responsive investment contracts

     (265,199     (83,050
  

 

 

   

 

 

 

Net assets available for benefits

   $ 185,621,970      $ 190,257,633   
  

 

 

   

 

 

 

See accompanying notes.

 

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Expedia Retirement Savings Plan

Statement of Changes in Net Assets Available for Benefits

Year Ended December 31, 2011

 

Additions:

  

Participant contributions

   $ 29,954,898   

Employer contributions

     9,549,504   

Rollover contributions

     4,440,939   

Dividend and interest income on investments

     4,181,783   

Interest income on notes receivable from participants

     143,124   
  

 

 

 
Total additions      48,270,248   
Deductions:   

Transfer out to TripAdvisor Retirement Savings Plan

     25,317,721   

Benefits paid to participants

     16,507,798   

Net realized and unrealized depreciation in fair value of investments

     11,022,839   

Administrative expenses

     57,553   
  

 

 

 
Total deductions      52,905,911   

Net decrease in net assets available for benefits

     (4,635,663
Net assets available for benefits at:   

Beginning of year

     190,257,633   
  

 

 

 

End of year

   $ 185,621,970   
  

 

 

 

See accompanying notes.

 

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Notes to Consolidated Financial Statements

1. Description of the Plan

The following description of the Expedia Retirement Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General

The Plan was established on August 9, 2005 and is a defined contribution plan covering substantially all U.S. employees of Expedia, Inc. and its subsidiaries (the “Company” or “Expedia”) who have reached the age of 18 (21 prior to January 1, 2006). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). New employees are automatically enrolled in the Plan upon satisfying its eligibility requirements. When enrolled, such employees are deemed to enter into a pre-tax salary reduction agreement with the Company to contribute 3% of compensation (as defined in the Plan document) and to make an election to invest in a qualified default investment fund determined by the Plan’s administrative committee unless an employee affirmatively changes his or her pre-tax salary deferral election. The qualified default investment funds are various Fidelity Freedom Funds.

TripAdvisor Spin-Off

On December 20, 2011, following the close of trading on the Nasdaq Stock Market, Expedia completed the spin-off of TripAdvisor, Inc. (“TripAdvisor”), which consisted of the domestic and international operations previously associated with its TripAdvisor Media Group, to Expedia stockholders. Immediately prior to the spin-off, the Company effected a one-for-two reverse stock split of its outstanding capital stock, with cash paid in lieu of fractional shares. The spin-off was then effected by means of a reclassification of the Company’s capital stock such that for every two shares of Expedia common stock and Class B common stock owned prior to the spin-off and the reverse stock split, one share of new Expedia common stock or Class B common stock and one share of TripAdvisor common stock or Class B common stock was issued at the effective time of the spin-off. On November 1, 2011, the net assets available for benefits of the TripAdvisor participating employees were transferred from the Expedia Retirement Savings Plan to the TripAdvisor Retirement Savings Plan. The fair value of net assets transferred from the Expedia Retirement Savings Plan to the TripAdvisor Retirement Savings Plan related to these participants was $25,317,721.

Contributions

Participants can make pre-tax deferrals ranging from 1% to 50%, and after-tax contributions ranging from 1% to 10% of their compensation (as defined in the Plan document) through payroll deductions. Participants can direct their contributions to any of the Plan’s investment fund options.

 

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Notes to Consolidated Financial Statements (continued)

 

There are two types of Company contributions available under the Plan. The Company makes matching contributions in an amount equal to 50% of the first 6% of pre-tax compensation deferred by participants in each payroll period, subject to regulatory limitations. The Company may also make discretionary profit sharing contributions. During the year ended December 31, 2011, no discretionary profit sharing contributions were made to the Plan.

Participants can direct Company contributions to any of the Plan’s investment fund options in the same manner as they direct their own contributions.

Vesting

Participant contributions are fully vested at the time of contribution. Generally, participants are 100% vested in the Company contributions in their accounts, plus actual earnings thereon, after two years of credited service.

Participant Accounts

Each participant’s account is credited with the participant’s contributions, allocations of the Company’s contributions and Plan earnings. Allocations are determined in accordance with the provisions of the Plan document. The benefit to which a participant is entitled is the vested portion of the participant’s account.

Forfeitures

Forfeitures of terminated participants’ non-vested account balances are first made available to reinstate previously forfeited account balances of qualifying participants who have left the Company and subsequently returned. The remaining amount, if any, is used to reduce the Company’s future contributions and then to pay the expenses of operating the Plan and the related trust. The balance of forfeited accounts at December 31, 2011 and 2010 are $669,620 and $552,056, respectively. During 2011, $349,951 of the forfeited amounts was used to fund company contributions.

Notes Receivable from Participants

Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 reduced by the highest outstanding loan balance within the last 12 months or 50% of their vested account balances. With the exception of loans used to purchase a primary residence, which can have terms up to 15 years, loan terms are limited to a maximum of 5 years. Loans are secured by the balance in the participant’s vested account and bear interest at a rate commensurate with commercial prevailing rates as determined in accordance with the terms of the Plan document. Principal and interest are paid ratably through regular payroll deductions for actively employed participants. Upon termination of employment, any outstanding loans are due and payable within

 

5


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Notes to Consolidated Financial Statements (continued)

 

ninety days following the termination date. As of December 31, 2011, the rates of interest on outstanding loans ranged from 4.25-9.25% with various maturities through 2026.

Payment of Benefits

Upon participants’ retirement, death, disability or termination of employment, they, or their designated beneficiary, may elect to withdraw their entire vested account balances in the form of a lump sum payment, provided that to the extent a participant’s account is invested in Expedia stock, the participant may elect to receive whole shares of such Expedia stock and cash for any excess fractional shares. Participants reaching the age of 59 1/2 may elect to withdraw some or all of their vested account balances while still employed. In the event of hardship (as defined by the Plan document) participants may withdraw some or all of the vested portion of their account balances up to the amount of the hardship, subject to the requirements of the Plan document. Participants may withdraw some or all of their rollover or after-tax contributions at any time. Participants who meet the requirements for a qualified reservist distribution described in the Plan document may withdraw some or all of their pre-tax salary deferral contributions while on active duty.

Administrative Expenses

Administrative expenses include fees to administer the Plan and the investment funds. Substantially all costs of administering the Plan, including professional and other expenses, are paid by the Company.

Plan Termination

Although it has not expressed any intent to do so, the Company has the right to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.

2. Summary of Significant Accounting Policies

Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of accounting.

Investment contracts held by a defined-contribution plan or by a fund within a defined-contribution plan are required to be reported at fair value. However, contract value, which is equal to contributions plus earnings less withdrawals and expenses, is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-

 

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Notes to Consolidated Financial Statements (continued)

 

contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan invests in investment contracts through its participation in the Fidelity Managed Income Portfolio (MIP) common collective trust fund. The statements of net assets available for benefits present the fair value of the investment in the MIP as well as the adjustment of the investment in the MIP from fair value to contract value.

The fair value of the Plan’s interest in the MIP is based on information reported by the issuer of the common collective trust at year-end. The statement of changes in net assets available for benefits is prepared on a contract value basis related to the Plan’s MIP investment.

Benefit Payments

Benefit payments are recorded when paid.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates that affect amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.

Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value. The shares of registered investment companies are valued at quoted market prices, which represent the net asset values of shares held by the Plan at year end. The Plan’s interest in the MIP is calculated by applying the Plan’s ownership percentage in the MIP to the total fair value of the MIP. The underlying assets owned by the MIP consist primarily of readily marketable fixed income securities. Securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the Plan year. Purchases and sales of securities are recorded as of their trade-date. Interest income is recorded on the accrual basis, and dividends are recorded on the ex-dividend date.

Notes Receivable from Participants

Notes receivable from participants are measured at amortized cost, which represents unpaid principal balance plus accrued but unpaid interest, and are classified as notes receivable from participants.

 

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Notes to Consolidated Financial Statements (continued)

 

Subsequent Events

We monitor significant events occurring after the balance sheet date and prior to the issuance of the financial statements to determine the impacts, if any, of events on the financial statements to be issued. The Plan has evaluated subsequent events through the date which the financial statements are issued.

3. Fair Value of Investments

The Plan’s investments are measured at fair value on a recurring basis. Accounting Standards Codification Topic 820, “Fair Value Measures and Disclosures,” describes three levels of inputs that may be used to measure fair value:

 

Level 1

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

Level 2

Quoted prices for identical or similar assets or liabilities in markets that are not considered to be active or identical or similar financial instruments for which all significant inputs are observable, either directly or indirectly.

 

Level 3

Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

The Plan’s money market funds, mutual funds and equity securities, are generally classified within Level 1 of the fair value hierarchy. The fair value of these investments is valued based on quoted market prices in active markets. The Plan also invests in common collective trusts for which the valuation is based on the value of the underlying investments. Therefore, the common collective trusts are classified as Level 2.

 

    

Investment Assets at Fair Value as of

December 31, 2011

 
     Level 1      Level 2      Total  

Mutual Funds

        

Blended Funds

   $ 48,536,683       $ —         $ 48,536,683   

Large Cap

     44,925,720         —           44,925,720   

International

     20,406,352         —           20,406,352   

Mid Cap

     23,101,402         —           23,101,402   

Income Funds

     13,781,493         —           13,781,493   

Small Cap

     10,761,420         —           10,761,420   

Investments in self-directed brokerage accounts

     4,245,970         —           4,245,970   

Investments in Expedia, Inc. common stock

     2,699,780         —           2,699,780   

Investments in TripAdvisor, Inc. common stock

     2,361,865            2,361,865   

Investments in common collective trust

     —           10,752,528         10,752,528   
  

 

 

    

 

 

    

 

 

 

Total Investments at Fair Value

   $ 170,820,685       $ 10,752,528       $ 181,573,213   
  

 

 

    

 

 

    

 

 

 

 

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Notes to Consolidated Financial Statements (continued)

 

    

Investment Assets at Fair Value as of

December 31, 2010

 
     Level 1      Level 2      Total  

Mutual Funds

        

Blended Funds

   $ 48,623,748       $ —         $ 48,623,748   

Large Cap

     46,809,291         —           46,809,291   

International

     25,703,808         —           25,703,808   

Mid Cap

     24,136,144         —           24,136,144   

Income Funds

     11,947,895         —           11,947,895   

Small Cap

     11,219,511         —           11,219,511   

Investments in self-directed brokerage accounts

     3,338,478         —           3,338,478   

Investments in Expedia, Inc. common stock

     4,354,972         —           4,354,972   

Investments in common collective trust

     —           10,213,987         10,213,987   
  

 

 

    

 

 

    

 

 

 

Total Investments at Fair Value

   $ 176,133,847       $ 10,213,987       $ 186,347,834   
  

 

 

    

 

 

    

 

 

 

4. Investments

The Plan’s net depreciation in value of investments (including investments purchased, sold, and held during the period) as determined by quoted market prices, for the year ended December 31, 2011 is as follows:

 

Registered investment companies

   $ (11,485,513

Expedia, Inc. common stock

     (620,728

TripAdvisor, Inc. common stock

     1,083,402   
  

 

 

 

Total net depreciation in fair value of investments

   $ (11,022,839
  

 

 

 

The following investments represent 5% or more of the fair value of the Plan’s net assets at December 31, 2011 and 2010:

 

      2011      2010  
Fidelity ContraFund    $ 23,328,577       $ 25,500,582   
Fidelity Low-Priced Stock Fund      14,411,828         14,499,970   
Fidelity Freedom 2040 Fund      12,336,158         12,793,108   
Pimco Total Return Fund      11,602,901         10,930,611   
Fidelity Diversified International Fund      10,980,096         13,312,755   
Fidelity Managed Income Portfolio Fund      10,752,528         10,213,987   
Spartan 500 Index Fund      9,725,941         *   
Dodge & Cox International Stock Fund      *         11,738,490   

 

* Dodge & Cox International Stock Fund did not represent 5% or more of the fair value of the Plan’s net assets as of December 31, 2011. Spartan 500 Index Fund did not represent 5% or more of the fair value of the Plan’s net assets as of December 31, 2010.

 

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Notes to Consolidated Financial Statements (continued)

 

5. Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

6. Income Tax Status

In accordance with determination letter program procedures set forth by the Internal Revenue Service (“IRS”), the Plan applied for a determination letter from the IRS stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the “Code”). The Plan received a favorable determination letter from the IRS dated October 22, 2009, stating that the Plan is qualified under Section 401(a) of the Code and therefore entitled to favorable tax treatment.

In line with GAAP, the Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2011, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by the IRS; however, to the Plan administrator’s knowledge, there are currently no audits in progress for any tax periods.

7. Reconciliation to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 at December 31, 2011 and 2010:

 

      2011     2010  

Net assets available for benefits at fair value, per the Form 5500

   $ 185,887,169      $ 190,340,683   

Less: Adjustment from fair value to contract value for interest in the MIP which invests in fully benefit-responsive investment contracts

     (265,199     (83,050
  

 

 

   

 

 

 

Net assets available for benefits, per the financial statements

   $ 185,621,970      $ 190,257,633   
  

 

 

   

 

 

 

 

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Notes to Consolidated Financial Statements (continued)

 

8. Party-in-Interest Transactions

Certain Plan investments are shares of mutual funds and units of participation in a common collective trust fund managed by Fidelity. Fidelity is the trustee as defined by the Plan, and therefore these transactions qualify as party-in-interest transactions. Fees paid by the Plan to Fidelity for investment management services were $14,398 for the year ended December 31, 2011.

At December 31, 2011 and 2010, the Plan held 93,022 and 173,542 shares, respectively, of common stock of the Company, with a cost basis of $1,885,356 and $3,191,489, respectively, and fair value of $2,699,780 and $4,354,972, respectively. At December 31, 2011, the Plan held 93,637 shares of TripAdvisor, Inc. common stock, with a cost basis of $1,963,070 and a fair value of $2,361,865. During the year ended December 31, 2011, the Plan recorded $52,719 in dividend income on the common stock of the Company.

 

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Supplemental Schedule

 

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Expedia Retirement Savings Plan

EIN: 91-1996083 Plan: 002

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2011

 

(a)

  

(b)

Identity of Issue, Borrower,

Lessor, or Similar Party

 

(c)

Description of Investment Including,

Maturity Date, Rate of Interest,

Collateral, Par, or Maturity Value

   (e)
Current Value
 
  

Registered investment companies:

      
*   

Fidelity Freedom 2000 Fund

  58,785  

shares

   $ 698,370   
*   

Fidelity Freedom 2005 Fund

  12,190  

shares

     128,238   
*   

Fidelity Freedom 2010 Fund

  89,467  

shares

     1,172,014   
*   

Fidelity Freedom 2015 Fund

  140,050  

shares

     1,530,744   
*   

Fidelity Freedom 2020 Fund

  318,866  

shares

     4,183,522   
*   

Fidelity Freedom 2025 Fund

  361,735  

shares

     3,910,360   
*   

Fidelity Freedom 2030 Fund

 

572,394

 

shares

     7,349,545   
*   

Fidelity Freedom 2035 Fund

 

704,649

 

shares

     7,434,052   
*   

Fidelity Freedom 2040 Fund

  1,676,108  

shares

     12,336,158   
*   

Fidelity Freedom 2045 Fund

  702,403  

shares

     6,103,885   
*   

Fidelity Freedom 2050 Fund

  359,587  

shares

     3,070,876   
*   

Fidelity Freedom Income Fund

  55,064  

shares

     618,919   
*   

Fidelity ContraFund

  345,814  

shares

     23,328,577   
*   

Fidelity Diversified International Fund

  430,255  

shares

     10,980,096   
*   

Fidelity Low-Priced Stock Fund

  403,354  

shares

     14,411,828   
  

MSI Small Company Growth Portfolio

  292,896  

shares

     3,702,202   
*   

Spartan Extended Market Fund

  29,899  

shares

     1,060,222   
*   

Spartan International Fund

  31,864  

shares

     947,962   
*   

Spartan 500 Index Fund

  218,560  

shares

     9,725,941   
  

Dodge & Cox International Stock Fund

  289,955  

shares

     8,478,294   
  

Goldman Sachs Small Cap Value Fund

  172,935  

shares

     7,059,218   
  

Pimco Total Return Fund

  1,067,424  

shares

     11,602,901   
  

TimesSquare Midcap Growth Fund

  577,544  

shares

     7,629,352   
  

MainStay Large Cap Growth Fund

  1,144,194  

shares

     8,009,358   
  

Affiliated Managers Group Value Fund

  429,571  

shares

     3,861,844   
  

Vanguard Total Bond Market Investor Fund

  198,054  

shares

     2,178,592   
         

 

 

 
   Total registered investment companies          161,513,070   
  

Common/collective trust fund:

      
*   

Fidelity Managed Income Portfolio Fund

  10,487,329  

units

     10,752,528   
  

Common stock:

      
*   

Expedia, Inc. common stock

  93,022  

shares

     2,699,780   
*   

TripAdvisor, Inc. common stock

  93,637  

shares

     2,361,865   
*   

Participant-directed brokerage accounts:

      
*   

Fidelity Brokerage Link (1)

 

Various mutual funds and common stocks

     4,245,970   
*   

Notes Receivable from Participants

 

Interest rates ranging from 4.25%

to 9.25%, maturing through 2026

     3,231,944   
*   

Non-interest bearing cash

         23,901   
         

 

 

 
          $ 184,829,058   
         

 

 

 

 

* Indicates a party-in-interest to the Plan.
(1) Certain investments in the Fidelity Brokerage Link accounts are issued by a party-in-interest to the Plan.

Note: Column (d), cost, is not applicable, as all investments are participant-directed.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  EXPEDIA RETIREMENT SAVINGS PLAN
Date:   By:   /s/  Connie Symes
June 25, 2012     Connie Symes
   

Chair of Benefit Plans Administration Committee

Expedia, Inc.


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EXHIBIT INDEX

 

Exhibit
Number

  

Description

23.1   

Consent of Independent Registered Public Accounting Firm – Moss Adams LLP