Expedia 2005 Annual Report Download - page 54

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Part III.
We are incorporating by reference the information required by Part III of this report on Form 10-K
from our proxy statement relating to our 2006 annual meeting of stockholders that will be held on May 23,
2006, which will be filed with the Securities and Exchange Commission within 120 days after the end of
our fiscal year ended December 31, 2005.
Item 10 Directors and Executive Officers of the Registrant
Item 11 Executive Compensation
Item 12 Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Item 13 Certain Relationships and Related Transactions
Item 14 Principal Accountant Fees and Services
Part IV. Item 15. Consolidated Financial Statement and Exhibits
(a)(1) Consolidated Financial Statements and (2) Financial Statement Schedules
We have filed the consolidated financial statements and consolidated financial statement schedules
listed in the Index to Consolidated Financial Statements, Schedules and Exhibits on page F-1 as a part of
this report.
(b)(3) Exhibits
The exhibits listed below are filed as part of this Annual Report on Form 10-K.
Exhibit
Number Description
2.1 Separation Agreement by and between Expedia, Inc. and IAC/InterActiveCorp, dated as of
August 9, 2005(5)
3.1 Amended and Restated Certificate of Incorporation of Expedia, Inc.(1)
3.2 Series A Cumulative Convertible Preferred Stock Certificate of Designation(1)
3.3 Amended and Restated Bylaws of Expedia, Inc.(1)
4.1 Specimen Expedia, Inc. Common Stock Certificate(2)
4.2 Equity Warrant Agreement for Warrants to Purchase up to 14,590,514 Shares of Common Stock
expiring February 4, 2009, by and between Expedia, Inc. and The Bank of New York, dated as of
August 9, 2005(3)
4.3 Stockholder Equity Warrant Agreement for Warrants to Purchase up to 11,450,182 Shares of
Common Stock, by and between Expedia, Inc. and Mellon Investor Services LLC, dated as of
August 9, 2005(3)
4.4 Optionholder Equity Warrant Agreement for Warrants to Purchase up to 1,558,651 Shares of
Common Stock, by and between Expedia, Inc. and Investor Services LLC, dated as of August 9,
2005(3)
10.1* Employment Agreement by and between Mark Gunning and Expedia, Inc., effective as of
July 14, 2005(1)
10.2* Separation Agreement by and between Chris Bellairs and Expedia, Inc., effective as of August 12,
2005(1)
10.3* Expedia, Inc. Deferred Compensation Plan for Non-Employee Directors(2)
10.4* Expedia, Inc. 2005 Stock and Annual Incentive Plan(4)
10.5* Summary of Expedia, Inc. Non-Employee Director Compensation Arrangements(2)
10.6 Governance Agreement, by and among Expedia, Inc., Liberty Media and Barry Diller, dated as of
August 9, 2005(5)
47