| Exhibit A(5)(D) |
EXPEDIA, INC.
EMPLOYEE FREQUENTLY ASKED QUESTIONS
REGARDING THE TENDER OFFER
| What action is Expedia | The company is offering to repurchase up to 30 million | |
| taking? | shares of its common stock at a price per share not less | |
| than $18.50 and not greater than $22.00. The tender | ||
| offer commenced on December 11, 2006 and will end, | ||
| unless extended, at 5:00 p.m., New York City time, on | ||
| January 10, 2007. The companys obligation to | ||
| purchase shares in the tender offer is subject to | ||
| conditions described in the tender offer documents. | ||
| What will the purchase price | Expedia is offering to repurchase shares through a | |
| for the shares be? | modified Dutch auction. This means the purchase | |
| price will be the lowest price at which, based on the | ||
| number of shares tendered and the prices specified by | ||
| the tendering stockholders, Expedia is able to purchase | ||
| 30,000,000 shares, or such fewer number of shares as | ||
| are properly tendered and not properly withdrawn prior | ||
| to the expiration date. The purchase price will not be | ||
| greater than $22.00 nor less than $18.50 per share. | ||
| Expedia will pay this purchase price in cash, without | ||
| interest, for all the shares purchased under the tender | ||
| offer, even if some of the shares are tendered at a price | ||
| below the purchase price. | ||
| Can employees participate in | Employees who are stockholders can participate in the | |
| the tender offer? | tender offer, except for our executive officers who | |
| have advised the company that they do not intend to | ||
| participate in the tender offer. | ||
| Has Expedia or the Board of | Our Board of Directors has approved the tender offer. | |
| Directors adopted a position | However, neither management nor the Board of | |
| on the tender offer? | Directors has made any recommendation to | |
| stockholders, including employees, as to whether they | ||
| should tender or refrain from tendering their shares or | ||
| as to the price or prices at which they may choose to | ||
| tender their shares. You must make your own decision | ||
| as to whether to tender your shares and, if so, how | ||
| many shares to tender and the price or prices at which | ||
| you choose to tender your shares. In so doing, you | ||
| should read carefully the information in the offer to | ||
| purchase and in the letter of transmittal, including the | ||
| companys reasons for making the tender offer. | ||
| Expedias directors and executive officers and Liberty | ||
| Media Corporation have advised the company that | ||
| they do not intend to tender any shares in the tender | ||
| offer. | ||
| Why is the Expedia making | Expedia believes that the tender offer is a prudent use | |
| the tender offer? | of its financial resources given its business profile, | |
| capital structure, assets and the current market price of | ||
| the shares, and that investing in its own shares is an | ||
| attractive use of capital and an efficient means to | ||
| provide value to its stockholders. The tender offer | ||
| represents the opportunity for Expedia to return cash to | ||
| stockholders who elect to tender their shares, while at | ||
| the same time increasing non-tendering stockholders | ||
| proportionate interest in Expedia. | ||
| Following the tender offer, | Yes. The completion of the tender offer in accordance | |
| will Expedia continue as a | with its terms and conditions will not cause Expedias | |
| public company? | shares to cease to be quoted on The Nasdaq Stock | |
| Market or to stop being subject to the periodic | ||
| reporting requirements of the Securities Exchange Act | ||
| of 1934, as amended. | ||
| How do I tender my shares? | The tender offer will expire at 5:00 p.m., New York | |
| City time, on Wednesday, January 10, 2007, unless | ||
| Expedia extends the tender offer. All stockholders will | ||
| be mailed information beginning on or about | ||
| Wednesday, December 13, 2006. Information also can | ||
| be obtained by contacting MacKenzie Partners, Inc., | ||
| the companys information agent, at 1-800-322-2885 | ||
| (United States and Canada) or +212-929-5500 (all | ||
| other countries). If you hold your stock in a brokerage | ||
| account you should contact your broker. Participants | ||
| in the companys 401(k) plan who hold stock in | ||
| Expedia will receive a communication directly from | ||
| Fidelity Investments. If you hold stock both | ||
| individually (including through a brokerage account) | ||
| and through the companys 401(k) plan and you decide | ||
| to tender shares held in both manners, you will need to | ||
| take separate actions as to these shares. | ||
| What if I do not want | If you do not wish to participate in the tender offer, | |
| to participate in the tender | you do not need to take any action. | |
| offer? | ||
| Can I participate in the | Yes. Participants in the Expedia Retirement Savings | |
| tender offer if I hold shares | Plan (i.e. the 401(k) plan) who hold shares of Expedia | |
| through the Expedia | in their accounts will receive instruction forms which | |
| Retirement Savings Plan? | they may use to direct the trustee for the plan to tender | |
| eligible shares held through their accounts. | ||
| How do holders of stock | The tender offer only applies to issued shares of | |
| options for shares participate | Expedia common stock, therefore stock options may | |
| in the tender offer? | not be tendered. However, if you hold vested but | |
| unexercised options, you may exercise such options in | ||
| accordance with the terms of the applicable stock | ||
| option plans and tender the shares received upon such | ||
| exercise in accordance with this tender offer. | ||
|
Employees should note that an exercise of a stock | ||
| option may not be revoked even if (a) the shares | ||
| acquired are tendered but are not purchased in the | ||
| tender offer or (b) the employee elects to revoke his or | ||
| her tender of shares. | ||
|
An employee who currently holds unvested options | ||
| may not exercise those options until they vest and thus | ||
| cannot tender the shares in the tender offer unless they | ||
| vest before the tender offer expires. | ||
| How do holders of warrants | If you hold exercisable warrants for common stock, | |
| participate in the tender | you may exercise such warrants in accordance with the | |
| offer? | terms of the applicable warrant agreement and tender | |
| the shares received upon such exercise in accordance | ||
| with this tender offer. You should note that an | ||
| exercise of a warrant may not be revoked even if (a) | ||
| the shares acquired are tendered but are not purchased | ||
| in the tender offer or (b) you elect to revoke your | ||
| tender of shares. | ||
| Does this affect employee | Shares that have been issued as a result of vesting | |
| Restricted Stock Units? | of Restricted Stock Units and held by an employee are | |
| eligible to participate in the tender offer. The process | ||
| for tendering shares is contained in the tender offer | ||
| documentation and instructions. Therefore unvested | ||
| Restricted Stock Units that remain unvested through | ||
| the expiration of the tender offer may not be tendered | ||
| and are not affected by the tender offer. | ||
| Will I have to pay brokerage | If you are a registered stockholder and you tender your | |
| commissions if I tender my | shares directly to the depositary, you will not incur any | |
| shares? | brokerage commissions. If you hold shares through a | |
| broker or bank, we urge you to consult your broker or | ||
| bank to determine whether transaction costs are | ||
| applicable. | ||
| What are the U.S. federal | Generally, you will be subject to U.S. federal income | |
| income tax consequences if I | taxation when you receive cash from us in exchange | |
| tender my shares? | for the shares you tender. In addition, the receipt of | |
| cash for your tendered shares will be treated either as | ||
| (1) consideration received in respect of a sale or | ||
| exchange or (2) a distribution from us in respect of our | ||
| stock. | ||
| Will I have to pay any stock | If you instruct the depositary in the letter of transmittal | |
| transfer tax if I tender my | to make the payment for the shares to the registered | |
| shares? | holder, you will not incur any stock transfer tax. | |
| Whom can I talk to if I have | The information agent can help answer your questions. | |
| questions? | The information agent is MacKenzie Partners, Inc. | |
| You can call MacKenzie Partners, Inc. at 1-800-322- | ||
| 2885 in the United States and Canada, and +212-929- | ||
| 5500 for all other countries. | ||
| This Q&A is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any | ||
| shares of the companys common stock. The solicitation and offer to buy the companys common stock will only | ||
| be made pursuant to the Offer to Purchase and related materials that the company sends to its stockholders. | ||
| Stockholders should read those materials carefully because they contain important information, including | ||
| the various terms and conditions of the tender offer. Stockholders may obtain copies of the Offer to | ||
| Purchase, related materials filed by the company as part of the statement on Schedule TO and other | ||
documents filed with the Securities and Exchange Commission through the Commissions internet address at http://www.sec.gov without charge. Stockholders and investors may also obtain a copy of these documents, as well as any other documents the company has filed with the Securities and Exchange Commission, without charge, from the company or at the Investor Relations section of the companys website: www.expediainc.com/ir. Stockholders are urged to carefully read these materials prior to making any decision with respect to the offer. Stockholders and investors who have questions or need assistance may call MacKenzie Partners, Inc. at 1-800-322-2885 in the United States and Canada, and +212-929-5500 for all other countries.