Form 8-K

 

 

 

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 28, 2010

 

 

Expedia, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   000-51447   20-2705720

(State or Other Jurisdiction

of Incorporation)

   (Commission File Number)  

(IRS Employer

Identification Number)

 

333 108th Avenue NE, Bellevue, Washington

(Address of Principal Executive Offices)

  

98004

(Zip Code)

Registrant’s telephone number, including area code: (425) 679-7200

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item 2.02. Results of Operations and Financial Condition

On October 28, 2010, the Company announced its financial results for the quarter ended September 30, 2010. The full text of this press release, appearing in Exhibit 99.1 hereto, is incorporated herein by reference.

Expedia makes reference to non-GAAP financial information in the press release. Information regarding these non-GAAP financial measures is contained in the press release.

 

Item 7.01. Regulation FD Disclosure

Company management intends to make presentations to various investors, analysts and others during October, November and December of 2010, using the slides containing Company information attached to this report as Exhibit 99.2.

Pursuant to General Instruction B.2. to Form 8-K, the information set forth in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

 

Item 8.01. Other Events

On October 28, 2010, the Company announced that its Executive Committee, acting on behalf of its Board of Directors, has (i) declared a quarterly cash dividend of $0.07 per share of outstanding common stock payable on December 9, 2010, to stockholders of record as of the close of business on November 18, 2010, and (ii) authorized the repurchase of up to 20 million shares of the Company’s common stock. The repurchase authorization does not have a fixed termination date and is in addition to the approximately 3.4 million shares that may be repurchased under a program authorized by the Board of Directors in 2006.

 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1     Press release of Expedia, Inc., dated October 28, 2010.

99.2     Expedia, Inc. Third Quarter 2010 Company Overview.

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    EXPEDIA, INC.
Date: October 28, 2010.   By:  

/S/    MICHAEL B. ADLER        

  Name:   Michael B. Adler
  Title:   Chief Financial Officer

 

EXHIBIT INDEX

99.1     Press release of Expedia, Inc., dated October 28, 2010.

99.2     Expedia, Inc. Third Quarter 2010 Company Overview.