ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On September 17, 2012, Dr. John C. Malone tendered his resignation as a member of the Board of Directors (the "Board") of Expedia, Inc. ("Expedia"), to be effective immediately prior to the election of a Liberty Interactive Corporation ("Liberty") designee to fill the vacancy created by his resignation.

Pursuant to the Amended and Restated Governance Agreement between Expedia, Liberty and Mr. Barry Diller, dated as of December 20, 2011, Liberty (which is a stockholder of Expedia) currently has the contractual right to nominate two directors for election to the Board, so long as certain stock ownership requirements are satisfied. Dr. Malone, who currently serves as the chairman of the board of directors of Liberty, was one of Liberty's nominees to the Board. Liberty also has the contractual right to designate a replacement director to fill the vacancy created by Dr. Malone's resignation and Liberty has initiated the process to designate such replacement director.

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