SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 7 to

Schedule TO

Tender Offer Statement under Section

14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

Expedia, Inc.

(Name of Subject Company (Issuer))

Expedia, Inc.

(Name of Filing Person (Offeror/Issuer))

Common Stock, Par Value $.001 Per Share

(Title of Class of Securities)

30212P105

(CUSIP Number of Class of Securities)

Burke F. Norton, Esq.

Executive Vice President, General Counsel and Secretary

Expedia, Inc.

3150 139th Avenue S.E.

Bellevue, WA 98005

Telephone: (425) 679-7200

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Pamela S. Seymon, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$3,499,999,950	$	107,450

*	Calculated solely for purposes of determining the amount of the filing fee. Pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, the Transaction Valuation was calculated by multiplying 116,666,665 (the maximum number of shares originally sought to be repurchased) by the maximum possible tender offer price of $30.00 per share.
**	The amount of the filing fee, calculated in accordance with Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, equals $30.70 per million of the value of the transaction.
þ	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $107,450	Filing Party: Expedia, Inc.
Form or Registration No.: Schedule TO	Date Filed: June 29, 2007

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third-party tender offer subject to Rule 14d-1.

þ issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: þ

Amendment No. 7 to Schedule TO

     This Amendment No. 7 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “Commission”) on June 29, 2007 (the “Schedule TO”) by Expedia, Inc., a Delaware corporation (“Expedia”), as amended by Amendment No. 1 to Schedule TO filed with the Commission on June 29, 2007, Amendment No. 2 to Schedule TO filed with the Commission on July 23, 2007, Amendment No. 3 to Schedule TO filed with the Commission on July 25, 2007, Amendment No. 4 to Schedule TO filed with the Commission on August 2, 2007, Amendment No. 5 to Schedule TO filed with the Commission on August 6, 2007 and Amendment No. 6 to Schedule TO filed with the Commission on August 9, 2007, relating to the tender offer by Expedia to purchase for cash up to 25,000,000 shares of Expedia’s common stock, par value $.001 per share (“Shares”), at a price determined by Expedia of not more than $30.00 nor less than $27.50 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the offer to purchase, dated June 29, 2007 (the “Offer to Purchase”), the related letter of transmittal (the “Letter of Transmittal”), and the supplement to the Offer to Purchase, dated July 25, 2007 (the “Supplement”), which together, as amended or supplemented from time to time, constitute the “Offer.”

     This Amendment No. 7 is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) of the Securities Exchange Act of 1934, as amended. Copies of the Offer to Purchase, the Letter of Transmittal and the Supplement were previously filed with the Schedule TO as Exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(H), respectively. The information in the Offer to Purchase and the Supplement is incorporated into this Amendment No. 7 to the Schedule TO by reference in response to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented as provided herein.

Item 11. Additional Information.

     Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:

     On August 15, 2007, Expedia issued a press release announcing the final results of the Offer, which as previously reported expired at 5:00 p.m., New York City time, on August 8, 2007. A copy of the press release is filed as Exhibit (a)(5)(K) to the Schedule TO and is incorporated herein by reference.

Item 12. Exhibits

     Item 12 of the Schedule TO is hereby amended and supplemented as follows:

(a)(5)(K) Press release of Expedia, Inc., dated August 15, 2007 (announcing final results of the tender offer)

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXPEDIA, INC.
By:	/s/ Burke F. Norton
	Name:	Burke F. Norton
	Title:	Executive Vice President, General Counsel & Secretary

Dated: August 15, 2007

EXHIBIT INDEX

(a)(1)(A)	Offer to Purchase, dated June 29, 2007(14)
(a)(1)(B)	Letter of Transmittal(14)
(a)(1)(C)	Notice of Guaranteed Delivery(14)
(a)(1)(D)	Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated June 29, 2007(14)
(a)(1)(E)	Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated June 29, 2007(14)
(a)(1)(F)	Letter from the Trustee of the Expedia Retirement Savings Plan to plan participants, dated June 29, 2007(14)
(a)(1)(G)	Direction Form for participants in the Expedia Retirement Savings Plan(14)
(a)(1)(H)	Supplement to Offer to Purchase, dated July 25, 2007(17)
(a)(2)	Not applicable
(a)(3)	Not applicable
(a)(4)	Not applicable
(a)(5)(A)	Summary Advertisement, dated June 29, 2007(14)
(a)(5)(B)	Letter from Dara Khosrowshahi, Chief Executive Officer of Expedia, Inc., to stockholders of Expedia, Inc., dated June 29, 2007(14)
(a)(5)(C)	Press release, dated June 19, 2007(1)
(a)(5)(D)	Letter to Warrant and Series A Cumulative Convertible Preferred Stock Holders, dated June 29, 2007(14)
(a)(5)(E)	Email Message from Dara Khosrowshahi, Chief Executive Officer of Expedia, Inc., to employees of Expedia, Inc., dated June 29, 2007, and Employee Frequently Asked Questions Regarding the Tender Offer(15)
(a)(5)(F)	Email Message from Dara Khosrowshahi, Chief Executive Officer of Expedia, Inc., to employees of Expedia, Inc., dated July 23, 2007(16)
(a)(5)(G)	Press release, dated July 23, 2007(16)
(a)(5)(H)	Summary Advertisement, dated July 25, 2007(17)
(a)(5)(I)	Press release of Expedia, Inc., dated August 2, 2007(18)
(a)(5)(J)	Press release of Expedia, Inc., dated August 9, 2007 (announcing preliminary results of the tender offer)(19)
(a)(5)(K)	Press release of Expedia, Inc., dated August 15, 2007 (announcing final results of the tender offer)
(b)(1)	Credit Agreement dated as of July 8, 2005, among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, Inc., a Nevada corporation, Hotels.com, a Delaware corporation, and Hotwire, Inc., a Delaware corporation, as Borrowers; the Lenders party thereto; Bank of America, N.A., as Syndication Agent; Wachovia Bank, N.A. and The Royal Bank of Scotland PLC, as Co-Documentation Agents; JPMorgan Chase Bank, N.A., as Administrative Agent; and J.P. Morgan Europe Limited, as London Agent(2)
(b)(2)	First Amendment, dated as of December 7, 2006, to the Credit Agreement dated as of July 8, 2005, among Expedia, Inc., a Delaware corporation; Expedia, Inc., a Washington corporation; Travelscape LLC, a Nevada limited liability company; Hotels.com, a Delaware corporation; Hotwire, Inc., a Delaware corporation; the other Borrowing Subsidiaries from time to time party thereto; the Lenders from time to time party thereto; JPMorgan Chase Bank, N.A., as Administrative Agent; and J.P. Morgan Europe Limited, as London Agent(3)
(b)(3)	Second Amendment, dated as of December 18, 2006, to the Credit Agreement dated as of July 8, 2005, among Expedia, Inc., a Delaware corporation; Expedia, Inc., a Washington corporation; Travelscape LLC, a Nevada limited liability company; Hotels.com, a Delaware corporation; Hotwire, Inc., a Delaware corporation; the other Borrowing Subsidiaries from time to time party thereto; the Lenders from time to time party thereto; JPMorgan Chase Bank, N.A., as Administrative Agent; and J.P. Morgan Europe Limited, as London Agent(4)

(d)(1)	Expedia, Inc. Non-Employee Director Deferred Compensation Plan(5)
(d)(2)	Expedia, Inc. 2005 Stock and Annual Incentive Plan(6)
(d)(3)	Summary of Expedia, Inc. Non-Employee Director Compensation Arrangements(7)
(d)(4)	Stockholders Agreement between Liberty Media Corporation and Barry Diller, dated as of August 9, 2005(8)
(d)(5)	Governance Agreement, by and among Expedia, Inc., Liberty Media Corporation and Barry Diller, dated as of August 9, 2005(8)
(d)(6)	First Amendment to Governance Agreement, by and among Expedia, Inc., Liberty Media Corporation and Barry Diller, dated as of June 19, 2007(1)
(d)(7)	Separation Agreement, dated as of August 9, 2005, by and between IAC/InterActiveCorp and Expedia, Inc.(8)
(d)(8)	Tax Sharing Agreement dated as of August 9, 2005, by and between IAC/InterActiveCorp and Expedia, Inc.(8)
(d)(9)	Form of Expedia, Inc. Restricted Stock Unit Agreement (directors)(8)
(d)(10)	Expedia, Inc. Executive Deferred Compensation Plan, effective as of August 9, 2005(9)
(d)(11)	Expedia, Inc. Restricted Stock Unit Agreement between Expedia, Inc. and Dara Khosrowshahi, dated as of March 7, 2006(10)
(d)(12)	Employment Agreement by and between Michael B. Adler and Expedia, Inc., effective as of May16, 2006(11)
(d)(13)	Expedia, Inc. Restricted Stock Unit Agreement between Expedia, Inc. and Michael B. Adler, effective as of May 16, 2006(11)
(d)(14)	Employment Agreement by and between Burke F. Norton and Expedia, Inc., effective as of October 25, 2006(11)
(d)(15)	Expedia, Inc., Restricted Stock Unit Agreement (First Agreement) between Expedia, Inc. and Burke F. Norton, dated as of October 25, 2006(11)
(d)(16)	Expedia, Inc. Restricted Stock Unit Agreement (Second Agreement) between Expedia, Inc. and Burke F. Norton, dated as of October 25, 2006(11)
(d)(17)	Form of Expedia, Inc. Restricted Stock Unit Agreement (domestic employees)(11)
(d)(18)	Equity Warrant Agreement for Warrants to Purchase up to 14,590,514 Shares of Common Stock expiring February 4, 2009, between Expedia, Inc. and The Bank of New York, as Equity Warrant Agent, dated as of August 9, 2005(12)
(d)(19)	Stockholder Equity Warrant Agreement for Warrants to Purchase up to 11,450,182 Shares of Common Stock, between Expedia, Inc. and Mellon Investor Services LLC, as Equity Warrant Agent, dated as of August 9, 2005(12)
(d)(20)	Optionholder Equity Warrant Agreement for Warrants to Purchase up to 1,558,651 Shares of Common Stock, between Expedia, Inc. and Mellon Investor Services LLC, as Equity Warrant Agent, dated as of August 9, 2005(12)

(d)(21)	Indenture, dated as of August 21, 2006, among Expedia, Inc., as Issuer, the Subsidiary Guarantors from time to time parties thereto, and The Bank of New York Trust Company, N.A., as Trustee, relating to Expedia, Inc.’s 7.456% Senior Notes due 2018(11)
(d)(22)	First Supplemental Indenture, dated as of January 19, 2007, to Indenture, dated as of August 21, 2006, by and among Expedia, Inc., certain Subsidiary Guarantors (as defined therein) and The Bank of New York Trust Company, N.A., as Trustee(13)
(d)(23)	Amended and Restated Expedia, Inc. Retirement Savings Plan(14)
(d)(24)	First Amendment to Expedia, Inc. Retirement Savings Plan(14)
(d)(25)	Trust Agreement between Expedia, Inc. and Fidelity Management Trust Company, dated as of August 15, 2005, relating to the Expedia Retirement Savings Plan(3)
(g)	Not applicable
(h)	Opinion of Wachtell, Lipton, Rosen & Katz, dated August 8, 2007(19)

(1)	Incorporated by reference to Expedia, Inc.’s Current Report on Form 8-K filed on June 19, 2007
(2)	Incorporated by reference to Expedia, Inc.’s Current Report on Form 8-K filed on July 14, 2005
(3)	Incorporated by reference to Expedia, Inc.’s Tender Offer Statement on Schedule TO (File No. 005-80395) filed on December 11, 2006
(4)	Incorporated by reference to Expedia, Inc.’s Amendment No. 3 to Tender Offer Statement on Schedule TO (File No. 005-80395) filed on December 22, 2006
(5)	Incorporated by reference to Expedia, Inc.’s Registration Statement on Form S-4/A (File No. 333-124303-01) filed on June 13, 2005
(6)	Incorporated by reference to Expedia, Inc.’s Registration Statement on Form S-8 (File No. 333-127324) filed on August 9, 2005
(7)	Incorporated by reference to Expedia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007
(8)	Incorporated by reference to Expedia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005
(9)	Incorporated by reference to Expedia, Inc.’s Current Report on Form 8-K filed on December 20, 2005
(10)	Incorporated by reference to Expedia, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005
(11)	Incorporated by reference to Expedia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006
(12)	Incorporated by reference to Expedia, Inc.’s Registration Statement on Form 8-A/A filed on August 22, 2005
(13)	Incorporated by reference to Expedia, Inc.’s Registration Statement on Form S-4 (File No. 333-140195) filed on January 25, 2007
(14)	Previously filed with Expedia, Inc.’s Tender Offer Statement on Schedule TO filed on June 29, 2007
(15)	Previously filed with Amendment No. 1 to Expedia, Inc.’s Tender Offer Statement on Schedule TO on June 29, 2007
(16)	Previously filed with Amendment No. 2 to Expedia, Inc.’s Tender Offer Statement on Schedule TO on July 23, 2007
(17)	Previously filed with Amendment No. 3 to Expedia, Inc.’s Tender Offer Statement on Schedule TO on July 25, 2007
(18)	Incorporated by reference to Expedia, Inc.’s Current Report on Form 8-K filed on August 2, 2007
(19)	Previously filed with Amendment No. 6 to Expedia, Inc.’s Tender Offer Statement on Schedule TO on August 9, 2007

EX-99.(A)(5)(K)

Exhibit (a)(5)(K)

Expedia, Inc. Announces Final Results of Modified “Dutch Auction"

Tender Offer

BELLEVUE, Washington, August 15, 2007 — Expedia, Inc. (NASDAQ: EXPE) today announced the final results of its modified “Dutch auction” tender offer for up to 25 million shares of its common stock, which expired at 5:00 p.m., New York City time, on August 8, 2007.

Expedia has accepted for purchase 25,000,003 shares of its common stock at a purchase price of $29.00 per share, including “odd lots” properly tendered and not properly withdrawn at or below the $29.00 per share purchase price, for a total cost of approximately $725 million, excluding fees and expenses relating to the tender offer. Expedia is borrowing $500 million under its existing credit facility to fund a portion of the purchase price for the shares and will use cash on hand for the remainder of the purchase price and to pay related fees and expenses. The shares accepted for purchase represent approximately 8.9% of the shares of common stock outstanding and 8.2% of the total number of shares of common stock and Class B common stock outstanding as of August 3, 2007. The 25,000,003 shares accepted for purchase include the 25,000,000 shares that Expedia offered to purchase plus three shares, as to which Expedia exercised its right to purchase additional shares in accordance with applicable securities laws, to permit proper rounding in the calculation of the proration factor. Expedia has been informed by the depositary for the tender offer that the final proration factor for the tender offer is 84.2385%.

Based on the final count by the depositary for the tender offer (and excluding any conditional tenders that were not accepted due to the specified condition not being satisfied), 29,725,349 shares of common stock were properly tendered and not properly withdrawn at prices at or below the purchase price of $29.00.

The depositary will promptly issue payment for the shares accepted for purchase in the tender offer. Any shares properly tendered and not withdrawn, but not purchased due to proration or conditional tenders, will be returned promptly to stockholders by the depositary.

The information agent for the tender offer is MacKenzie Partners, Inc. and the depositary for the tender offer is The Bank of New York. For questions and information, please call the information agent toll-free in the United States and Canada at 1-800-322-2885, and in all other countries at +1-212-929-5500.

About Expedia
Expedia, Inc. is the world’s leading online travel company, empowering business and leisure travelers with the tools and information they need to easily research, plan, book, and experience travel. Expedia, Inc. also provides wholesale travel to offline retail travel agents. Expedia, Inc.’s portfolio of brands includes: Expedia.com^®, hotels.com^®, Hotwire^®, Expedia^® Corporate Travel, TripAdvisor^® and Classic Vacations^®. Expedia, Inc.’s companies also operate internationally with sites in Australia, Canada, Denmark, France, Germany, Italy, Japan, the Netherlands, Norway, Spain, Sweden, the United Kingdom, and China, through its investment in eLong™. For more information, visit http://www.expediainc.com/ (NASDAQ: EXPE).

Contact:

MacKenzie Partners, Inc.
United States and Canada: 1-800-322-2885
All other countries: +1-212-929-5500

Expedia and Expedia.com are either registered trademarks or trademarks of Expedia, Inc. in the U.S. and/or other countries. Other logos or product and company names mentioned herein may be the property of their respective owners.

Contacts
Investor Relations	Communications
(425) 679-3555	(425) 679-4317
ir@expedia.com	press@expedia.com

^© 2007 Expedia, Inc. All rights reserved. CST 2029030-40.