Expedia 2008 Annual Report Download - page 103

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and 2006, we recognized approximately $12 million, $4 million and $2 million of interest, net of federal
benefit and penalties, related to our liabilities for uncertain tax positions.
NOTE 11 — Stockholders’ Equity
Common Stock and Class B Common Stock
Our authorized common stock consists of 1.6 billion shares of common stock with par value of $0.001
per share, and 400 million shares of Class B common stock with par value of $0.001 per share. Both classes
of common stock qualify for and would share equally in dividends, if declared by our Board of Directors, and
generally vote together on all matters. Common stock is entitled to one vote per share and Class B common
stock is entitled to 10 votes per share. Holders of common stock, voting as a single, separate class are entitled
to elect 25% of the total number of directors. Class B common stockholders may, at any time, convert their
shares into common stock, on a one for one share basis. Upon conversion, the Class B common stock is
retired and is not available for reissue. In the event of liquidation, dissolution, distribution of assets or
winding-up of Expedia, Inc., the holders of both classes of common stock have equal rights to receive all the
assets of Expedia, Inc. after the rights of the holders of the preferred stock have been satisfied.
Preferred Stock
Our preferred stock has a face value of $22.23 per share; each share is entitled to an annual dividend of
1.99%. Each preferred stockholder is entitled to two votes per share. Preferred stockholders may, at certain
times through 2017, elect to have their shares redeemed or elect to convert their shares into common stock
based upon formulas described in the related Certificate of Designations of Series A Cumulative Convertible
Preferred Stock of Expedia, Inc. Beginning February 4, 2012, we may redeem the preferred stock for cash or
common stock. On February 4, 2022, all outstanding shares of preferred stock automatically convert into
common stock.
Share Repurchases
During 2007, we completed two tender offers pursuant to which we acquired 30 million tendered shares
of our common stock at a purchase price of $22.00 per share and 25 million tendered shares of our common
stock at $29.00 per share, for a total cost of $1.4 billion plus fees and expenses relating to the tender offers.
During 2006, we completed the repurchase of 20 million shares of our common stock for a total cost of
$288 million, representing an average price of $14.42 per share including transaction costs. All shares were
repurchased in the open market at prevailing market prices.
In addition, during 2006 our Board of Directors authorized share repurchases of up to 20 million
outstanding shares of our common stock. As of February 13, 2009, we had not made any share repurchases
under this specific authorization. There is no fixed termination date for the repurchase. The amount of
repurchases we may make under this authorization are subject to certain of our debt covenants.
F-31
Expedia, Inc.
Notes to Consolidated Financial Statements — (Continued)