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1.	To elect the fifteen directors named in this proxy statement, each to hold office for a one-year term ending on the date of the next annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from the Board of Directors);

2.	To ratify the appointment of Ernst & Young LLP as Expedia Group’s independent registered public accounting firm for 2018; and

3.	To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

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•	Date and Time. The Annual Meeting will be held "virtually" through an audio webcast on Wednesday, June 20, 2018 at 8:00 a.m., Pacific Time. There will be no physical meeting location. The meeting will only be conducted via an audio webcast.

•	Access to the Audio Webcast of the Annual Meeting. The audio webcast of the Annual Meeting will begin promptly at 8:00 a.m., Pacific Time. Online access to the audio webcast will open approximately thirty minutes prior to the start of the Annual Meeting to allow time for you to log in and test your computer audio system. We encourage you to access the meeting prior to the start time.

•	Log in Instructions. To attend the virtual Annual Meeting, log in at EXPE.onlineshareholdermeeting.com. You will need your unique control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your proxy materials.

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Submitting Questions at the virtual Annual Meeting. Once online access to the Annual Meeting is open, shareholders may submit questions, if any, on EXPE.onlineshareholdermeeting.com. You will need your unique control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your proxy materials. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints.

•	Voting Your Shares at the virtual Annual Meeting. Unless you hold your shares in the Company’s 401(k) plan, you may vote your shares at the virtual Annual Meeting even if you have previously submitted your vote. For instructions on how to do so, see the section below titled “Voting Your Shares-Voting at the Virtual Annual Meeting.”

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•	Registered stockholder: your shares are represented by certificates or book entries in your name on the records of the Company’s stock transfer agent;

•	401(k) plan participant: your shares are held in the Company’s 401(k) plan for employees; or

•	Beneficial stockholder: you hold your shares “in street name” through a broker, trust, bank or other nominee.

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Using the Internet. Registered stockholders and 401(k) plan participants may vote using the internet by going to www.Proxyvote.com and following the instructions. Beneficial stockholders may vote by accessing the website specified on the voting instruction forms provided by their brokers, trusts, banks or other nominees. You will be required to enter the control number that is included on your Notice of Internet Availability of Proxy Materials or other voting instruction form provided by your broker, trust, bank or other nominee. Online proxy voting via the internet is available 24 hours a day and will close 11:59 p.m., Eastern Time, on June 19, 2018.

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By Telephone. Registered stockholders and 401(k) plan participants may vote, from within the United States, using any touch-tone telephone by calling 1-800-690-6903 and following the recorded instructions. Beneficial owners may vote, from within the United States, using any touch-tone telephone by calling the number specified on the voting instruction forms provided by their brokers, trusts, banks or other nominees. You will be required to enter the control number that is included on your Notice of Internet Availability of Proxy Materials or other voting instruction form provided by your broker, trust, bank or other nominee. Telephone proxy voting is available 24 hours a day and will close 11:59 p.m., Eastern Time, on June 19, 2018.

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•	By Mail. Registered stockholders and 401(k) plan participants may submit proxies by mail by requesting printed proxy cards and marking, signing and dating the printed proxy cards and mailing them in the accompanying pre-addressed envelopes. Beneficial owners may vote by marking, signing and dating the voting instruction forms provided and mailing them in the accompanying pre-addressed envelopes.

•	Non-Discretionary Item. The election of directors is a non-discretionary items and may NOT be voted on by your broker, bank or other nominee absent specific voting instructions from you.

•	Discretionary Item. The ratification of Ernst & Young LLP as Expedia Group’s independent registered public accounting firm for 2018 is a discretionary item. Generally, brokers, banks and other nominees that do not receive voting instructions may vote on this proposal in their discretion.

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(1)	Independent director.

(2)	Elected to the Board on December 5, 2017.

(3)	Resigned from the Board, effective December 5, 2017.

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•	an annual retainer of $45,000, paid in equal quarterly installments;

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a grant of restricted stock units (“RSUs”) with a value of $250,000 (based on the closing price of Expedia Group’s common stock on the Nasdaq Stock Market on the day prior to the grant), upon such director’s initial election to office or at the time such director first became eligible to receive compensation for service as a director, and annually thereafter on June 1, such RSUs to vest in three equal installments commencing on the first anniversary of the grant date and such RSUs to be entitled to dividends declared and paid on the underlying shares of common stock during the vesting period. In the event of a change in control (as defined in the Expedia Group, Inc. Fourth Amended and Restated 2005 Stock and Annual Incentive Plan (the “Expedia Group 2005 Plan”) and described in the section below titled “Executive Compensation—Potential Payments Upon Termination or Change in Control”), the RSUs shall vest automatically in full;

•	an annual retainer of $20,000 for each member of the Audit Committee (including the Chairman) and $15,000 for each member of the Compensation Committee (including the Chairman); and

•	an additional annual retainer of $10,000 for the Chairman of the Audit Committee and $10,000 for the each of the Co-Chairs of the Compensation Committee.

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(1)	This column reports the amount of cash compensation earned in 2017 for Board and committee service, including amounts deferred at the director’s election.

(2)

Amounts shown reflect the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718. These amounts reflect an estimate of the grant date fair value and may not correspond to the actual value that will be recognized by the directors. Stock awards consist of RSUs valued using the closing price of Expedia common stock on the Nasdaq Stock Market on the first trading day immediately preceding the grant date.

(3)

Each of Messrs. Battle, Dolgen, Jacobson and Kern had 4,013 RSUs outstanding at December 31, 2017. Each of Ms. Athey and Mr. von Furstenberg had 3,907 RSUs outstanding at December 31, 2017. Each of Ms. Coe and Messrs. Shean and Kaufman had 4,803 RSUs outstanding at December 31, 2017. In addition, Mr. Kaufman had 37,500 stock options outstanding at December 31, 2017. Mr. Rudin, Ms. Clinton, and Ms. Chun had 3,293, 3,668, and 2,045 RSUs outstanding, respectively, at December 31, 2017.

(4)	Mr. Battle is the Chairman of the Audit Committee.

(5)	Ms. Chun was elected to the Board on December 5, 2017, replacing Dr. Malone who resigned from the Board effective on the same date.

(6)	Ms. Clinton was elected to the Board in March 2017.

(7)	Ms. Coe is a member of the Compensation Committee.

(8)	Mr. Dolgen is Co-Chairman of each of the Compensation and Section 16 Committees.

(9)	Mr. Jacobson is a member of each of the Audit and the Compensation and Section 16 Committees.

(10)	Mr. Kaufman is a member of the Executive Committee.

(11)	Mr. Kern is a Co-Chairman of each of the Compensation and Section 16 Committees and member of the Audit Committee.

(12)	Mr. von Furstenberg elected to defer his 2015, 2016 and 2017 director fees pursuant to Expedia Group’s Non-Employee Director Deferred Compensation Plan, which is described above. At December 31, 2017, Mr. von Furstenberg held a total of 765.919 share units.

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PROPOSAL 2:	RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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(1)

Audit Fees include fees and expenses associated with the annual audit of the Company’s consolidated financial statements and internal control over financial reporting, statutory audits, reviews of the Company’s periodic reports, accounting consultations, reviews of SEC registration statements and consents and other services related to SEC matters. In 2017, Audit Fees include $4,962,000 in fees and expenses paid by trivago N.V., a Nasdaq-listed majority-owned subsidiary of the Company, associated with financial statement audit and review services provided to trivago. In 2016, Audit Fees include $2,423,000 in fees and expenses associated with trivago’s initial public offering in December 2016 that were paid by trivago.

(2)	Audit-Related Fees include fees and expenses for due diligence in connection with acquisitions, and related accounting consultations.

(3)	In 2017, Tax Fees include $3,800 of trivago related fees.

(4)	Other Fees include fees and expenses for professional education offerings to the Company’s employees, as well as access to Ernst & Young LLP’s online research tools.

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*	The percentage of shares beneficially owned does not exceed 1% of the class.

(1)

Based on information filed on a Schedule 13D/A with the SEC on March 7, 2018, by Liberty Expedia Holdings and Barry Diller (the “LEXE/Diller 13D/A”). Consists of (i) 10,807,026 shares of Common Stock held by Liberty Expedia Holdings and (ii) 12,799,999 shares of Class B common stock held by a wholly owned subsidiary of Liberty Expedia Holdings, over which Liberty Expedia Holdings and Mr. Diller may be deemed to share voting power.

(2)	Based on information filed on the LEXE/Diller 13D/A, consists of 12,799,999 shares of Class B common stock held by a wholly owned subsidiary of Liberty Expedia Holdings, over which Liberty Expedia Holdings and Mr. Diller may be deemed to share voting power.

(3)	Based on information filed on a Schedule 13G with the SEC on February 9, 2018 by The Vanguard Group, reporting sole voting power over 178,959 shares of common stock, shared voting power over 24,283 shares of common stock, sole dispositive power over 12,314,707 shares of common stock and shared dispositive power over 195,715 shares of common stock.

(4)	Based on information filed on a Schedule 13G/A with the SEC on February 14, 2018 by PAR Investment Partners, L.P., PAR Group, L.P. and PAR Capital Management, Inc. reporting sole voting power and sole dispositive power over 7,969,191 shares of common stock.

(5)	Based on information filed on a Schedule 13G with the SEC on February 8, 2018 by BlackRock, Inc. reporting sole voting power over 6,492,311 shares of common stock and sole dispositive power over 7,341,913 shares of common stock.

(6)

Based on information filed on a Form 4 with the SEC on February 28, 2018 by Mr. Diller and on the LEXE/Diller 13D/A. Consists of (i) 5,083,900 shares of common stock owned by Mr. Diller, (ii) options to purchase 425,000 shares of common stock held by Mr. Diller that are exercisable within 60 days of April 23, 2018, (iii) 439,552 shares of common stock held by a private foundation as to which Mr. Diller disclaims beneficial ownership, (iv) 10,807,026 shares of common stock held by Liberty Expedia Holdings (see footnote 1 above) and (v) 12,799,999 shares of Class B common stock held by a wholly owned subsidiary of Liberty Expedia Holdings (see footnote 2 above). Excludes shares of common stock and options to purchase shares of common stock held by Mr. Diller’s spouse, as to which Mr. Diller disclaims beneficial ownership.

(7)	Consists of 75,470 shares of common stock held by Mr. Kaufman, options to purchase 25,000 shares of common stock and 1,328 RSUs that are exercisable or will vest within 60 days of April 23, 2018.

(8)	Consists of 60,399 shares of common stock held by Mr. Okerstrom, of which 32,328 shares were pledged as collateral to secure a revolving line of credit account to Morgan Stanley Private Bank, N.A. and options to purchase 452,500 shares of common stock that are exercisable within 60 days of April 23, 2018.

(9)	Consists of 1,419 shares of common stock held by Ms. Athey, and 1,328 RSUs that will vest within 60 days of April 23, 2018.

(10)	Consists of 40,249 shares of common stock held by Mr. Battle, and 2,105 RSUs that will vest within 60 days of April 23, 2018.

(11)	Excludes shares of common stock and Class B common stock held by Liberty Expedia Holdings, as to which Ms. Chun disclaims beneficial ownership.

(12)	Consists of 644 shares of common stock held by Ms. Clinton, and 579 RSUs that will vest within 60 days of April 23, 2018.

(13)	Consists of 2,314 shares of common stock held by Ms. Coe, and 1,328 RSUs that will vest within 60 days of April 23, 2018. Excludes shares of common stock and Class B common stock held by Liberty Expedia Holdings, as to which Ms. Coe disclaims beneficial ownership.

(14)	Consists of 66,576 shares of common stock held by Mr. Dolgen, 233 shares of common stock held indirectly by a charitable trust, of which Mr. Dolgen is a trustee and as to which Mr. Dolgen disclaims beneficial ownership, and 2,105 RSUs that will vest within 60 days of April 23, 2018.

(15)	Consists of 33,159 shares of common stock held by Mr. Jacobson, and 2,105 RSUs that will vest within 60 days of April 23, 2018.

(16)	Consists of 64,174.223 (unrounded) shares of common stock held by Mr. Kern, of which 53,635 shares were pledged as collateral to secure a margin loan account to Morgan Stanley Private Bank, N.A., and 2,105 RSUs that will vest within 60 days of April 23, 2018.

(17)

Consists of (i) 422,348 shares of common stock held by Mr. Khosrowshahi, of which 346,198 shares were pledged as collateral to secure a revolving line of credit account to Morgan Stanley Bank, N.A., (ii) options to purchase 737,500 shares of common stock that are exercisable within 60 days of April 23, 2018 and (iii) 21,910 shares of common stock held by a trust as to which Mr. Khosrowshahi disclaims beneficial ownership.

(18)	Excludes shares of common stock and Class B common stock held by Liberty Expedia Holdings, as to which Dr. Malone disclaims beneficial ownership.

(19)	Consists of 777 shares of common stock held by Mr. Rudin, and 1,356 RSUs that will vest within 60 days of April 23, 2018.

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(20)	Consists of 2,314 shares of common stock held by Mr. Shean, and 1,328 RSUs that will vest within 60 days of April 23, 2018. Excludes shares of common stock and Class B common stock held by Liberty Expedia Holdings, as to which Mr. Shean disclaims beneficial ownership.

(21)

Consists of 2,089 shares of common stock held by Mr. von Furstenberg, 1,328 RSUs that will vest within 60 days of April 23, 2018, and 439,552 shares held by a private foundation over which Mr. von Furstenberg has certain voting and disposition authority. Excludes shares of common stock and Class B common stock held by Liberty Expedia Holdings, as to which Mr. von Furstenberg disclaims beneficial ownership.

(22)	Consists of 1,099 shares of common stock held by Mr. Pickerill and options to purchase 16,417 shares of common stock that are exercisable within 60 days of April 23, 2018.

(23)	Consists of 21,444 shares of common stock held by Mr. Dzielak and options to purchase 201,482 shares of common stock that are exercisable within 60 days of April 23, 2018.

(24)	Consists of 3,343 shares of common stock held by Mr. Soliday and options to purchase 42,021 shares of common stock that are exercisable within 60 days of April 23, 2018.

(25)	Consists of (i) 17,150,439 shares of common stock, (ii) 12,799,999 shares of Class B common stock, (iii) options to purchase 1,899,920 shares of common stock that are exercisable within 60 days of April 23, 2018, and (iv) 16,995 RSUs that will vest within 60 days of April 23, 2018.

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•	The appointment of Mark Okerstrom, Expedia Group’s Executive Vice President of Operations and Chief Financial Officer, to serve as President and Chief Executive Officer, succeeding Dara Khosrowshahi who had indicated his intention to resign as President and Chief Executive Officer of the Company;

•	The expansion of the size of the Board from fourteen to fifteen members and election of Mr. Okerstrom to fill the newly-created directorship; and

•	The appointment of Alan Pickerill to serve as Executive Vice President, Chief Financial Officer and Treasurer of the Company, succeeding Mr. Okerstrom.

•	Expedia Group maintains its ability to attract and retain outstanding employees in executive positions;

•	the compensation provided to Expedia Group’s executives remains competitive with the compensation paid to similarly situated executives at comparable companies; and

•	Expedia Group’s compensation programs are applied in an internally consistent manner.

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•	Data from salary and equity compensation surveys that include companies of a similar size, based on market capitalization, revenues and other factors, and

•	Data regarding compensation for comparable executive officer positions from recent proxy statements and other SEC filings of peer companies, which include:

◦	direct industry competitors,

◦	non-industry companies with which Expedia Group commonly competes for talent (including both regional and national competitors), and

◦	data regarding compensation levels for all our employees.

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•	LinkedIn Corporation and Starwood Hotels and Resorts removed due to recent acquisitions;

•	Altaba, Inc. (formerly Yahoo! Inc.) removed due to lack of business compatibility;

•	Sabre Corporation removed due to lower revenue and market capitalization; and

•	First Data Corporation, Vmware, Inc., Hilton Worldwide Holdings, Inc. and Marriott International Inc. added as they generally represented suitable comparisons in terms of size and/or business focus.

•	Cablevision Systems Corporation and Linear Technology Corporation removed due to acquisitions; and

•	Booking Holdings, Inc. and Zillow, Inc. added due to competitive comparability.

•	the executive’s total compensation relative to other executives in similarly situated positions;

•	individual performance of the executive;

•	the executive’s responsibilities, prior experience, and individual compensation history, including any additional compensation such as signing bonuses or relocation benefits;

•	the terms of the executive’s employment agreement, if any;

•	general economic conditions;

•	competitive compensation market data, when available; and

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•	the recommendations of the Chief Executive Officer, other than in connection with compensation for himself and the Chairman/Senior Executive.

•	Expedia Group’s business and financial performance, including year-over-year performance;

•	the executive’s target cash bonus percentage, if any;

•	the executive’s individual performance;

•	the terms of the executive’s employment agreement or separation arrangements, if applicable;

•	the overall funding of the cash bonus pool;

•	amount of bonus relative to other Company executives;

•	general economic conditions;

•	competitive compensation market data, when available; and

•	the recommendations of the Chief Executive Officer and Chairman/Senior Executive, which do not include recommendations regarding their own compensation.

•	Worldwide hotel room night bookings (room nights stayed basis) of Expedia Group on a consolidated basis in any of the three consecutive calendar quarters beginning with the second quarter of 2017 must be at least 5%

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•	On at least 30 trading days during the period beginning March 1, 2017 through December 31, 2017, the closing price per share of Expedia Group’s common stock must exceed by at least 5% the closing price of Expedia Group’s common stock on February 28, 2017, which was $119.04, taking into account any Share Change or Corporate Transaction (each as defined in the Expedia Group 2005 Plan).

•	Financial performance: The Company’s 2017 financial performance included a 15% increase in revenue and a 6% increase in adjusted EBITDA, which reflected slower growth rates than recent years due in part to increased investment spending, negative impacts from natural disasters, as well as trivago’s lower-than-expected financial performance.

•	HomeAway Transition and Integration: The HomeAway business’s successful transition to a transactional business model continued, with HomeAway online gross bookings growing by 46% in 2017 as compared to the prior year, while also growing revenue by 32% and adjusted EBITDA by 15% for the same period.

•	Successful Supply Initiatives: The Company continued to expand its supply footprint and functionality, including growing hotel and accommodation supply count to over 440,000 properties at the end of 2017, compared to almost 350,000 properties at the end of 2016, and also instigated a strategic initiative to increase supply in select priority markets.

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•	Expedia Group’s business and financial performance, including year-over-year performance;

•	dilution rates, taking into account projected headcount changes and employee turnover;

•	non-cash compensation as a percentage of adjusted EBITDA;

•	equity compensation utilization by peer companies;

•	general economic conditions; and

•	competitive compensation market data regarding award values.

•	individual performance and future potential of the executive;

•	the overall size of the equity grant pool;

•	award value relative to other Company executives;

•	the value of previous grants and amount of outstanding unvested equity awards;

•	competitive compensation market data, where comparable; and

•	the recommendations of the Chief Executive Officer, other than in connection with compensation for himself and the Chairman/Senior Executive.

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•	300,000 stock options that vest in equal installments on the first four anniversaries of the date of grant;

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300,000 stock options, the vesting of which is also subject to satisfaction of a stock price goal of $200 (a 40.7% increase to the closing price of Expedia Group’s common stock on the date of grant), measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding September 15, 2021 (the “Okerstrom Performance Options”); and

•	25,000 restricted stock units with a vest date in September 2021, also subject to the satisfaction of either (i) a performance goal relating to worldwide hotel room night bookings, or (ii) a performance goal relating to an increase in the Company’s stock price, which goals were met, as determined by the Compensation Committee during the first quarter of 2018. (the “Okerstrom Cliff-Vest RSUs”).

•	competitive pay and performance data among a comparator group of companies;

•	Mr. Okerstrom’s existing unvested equity holdings;

•	the additional incentive to create significant shareholder value by virtue of the stock price performance goal applicable to the Okerstrom Performance Options;

•	the Committees’ desire to retain Mr. Okerstrom’s services for the long-term, as reflected in the extended vesting schedule for both the Okerstrom Performance Options and Okerstrom Cliff Vest RSUs.

•	1,600,000 unvested stock options, with a $95 per share exercise price, scheduled to vest in equal installments on March 31, 2018 and March 31, 2020; and

•	780,000 unvested stock options, with a $95 per share exercise price, scheduled to vest on September 30, 2020, subject to satisfaction of a $170/share Company stock price goal;

•	50,000 stock options, with a $78.52 per share exercise price, scheduled to vest on February 26, 2018;

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•	125,000 stock options, with a $91.75 per share exercise price, scheduled to vest in equal installments on February 27, 2018 and February 27, 2019; and

•	320,000 stock options, with a $95 per share exercise price, scheduled to vest on September 30, 2020, subject to satisfaction of a $170 Company stock price goal.

•	401(k) Match: Executives who participate in Expedia Group’s 401(k) Retirement Program are eligible for Company matching contributions (as are all domestic Expedia Group employees). Expedia Group matches 50% of each dollar a participant contributes, up to the first 6% of eligible compensation, subject to applicable Internal Revenue Service limits.

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Personal Use of Corporate Aircraft: Executives may receive benefits attributable to the personal use of certain aircraft, including aircraft jointly owned by Expedia Group and IAC. Pursuant to Company policy, Mr. Diller is required to travel on corporate aircraft for business and personal purposes, and the Company’s Chief Executive Officer and other senior executives are encouraged to travel on corporate aircraft for business and personal purposes when doing so would serve the interests of the Company. In addition to serving general security interests, this means of travel permits Mr. Diller and other executives to travel non-stop and without delay, to remain in contact with Expedia Group while traveling, to change plans quickly in the event Company business requires, and to conduct confidential Company business while flying, be it telephonically, by email or in person. These interests are furthered on both business and personal flights, as Mr. Diller, and other executives typically provide services to Expedia Group while traveling in either case. Nonetheless, the incremental cost to Expedia Group of executive’s travel for personal purposes during 2017 is reflected as compensation from Expedia Group. For personal use of Company-owned aircraft during 2017, Messrs. Okerstrom and Khosrowshahi each offset the cost to the Company at the maximum rates allowable under applicable rules of the Federal Aviation Administration. See the disclosure under the caption "Relationships Involving Significant Stockholders, Named Executives and Directors-Relationships Involving Messrs. Okerstrom and Khosrowshahi."

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•	200,000 stock options granted to Mr. Okerstrom that vest 100% on the fourth anniversary of the grant date, and 40,502 stock options granted to each of Messrs. Dzielak and Pickerill that vest 50% on each of the second and fourth anniversaries of the date of grant, subject in all cases to the executive’s continued employment with the Company (the “2018 Cliff Vest Options”); and

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200,000 stock options granted to Mr. Okerstrom and 51,280 stock options granted to each of Messrs. Dzielak and Pickerill, with 50% of each grant subject to the satisfaction of a stock price goal of $200 on September 15, 2021 (a 91% increase to the closing price of Expedia Group’s common stock on the date of grant), and with the remaining 50% of each grant subject to the satisfaction of a stock price goal of $180 on September 30, 2021 (a 72% increase to the closing price of Expedia Group’s common stock on the date of grant), with satisfaction of the stock price goal in each case measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding the applicable vest date, (the “2018 Performance Options” ) and together with the Cliff Vest Options, the “Special Stock Option Awards”).

•	alignment of performance-based compensation for senior executives with performance-based compensation of the Chief Executive Officer;

•	the additional incentive to create significant shareholder value by virtue of the stock price performance goals applicable to the 2018 Performance Options, which represented significant increase in the Company’s stock price over the then current market price; and

•	the Committees’ substantial desire to retain the services of key executives for the long-term, as reflected in the extended vesting schedule for both the 2018 Cliff Vest Options and the 2018 Performance Options.

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•	Mr. Okerstrom’s stockholding target was increased from 60,000 to 200,000 in connection with his appointment as President and Chief Executive Officer;

•	Mr. Pickerill became subject to the policy upon his appointment as Chief Financial Officer, with a stockholding target of 60,000 shares; and

•	Mr. Soliday’s stockholding target was increased from 7,500 shares to 15,000 shares upon his promotion to Senior Vice President.

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Expedia Group will continue to pay base salary to (i) Messrs. Okerstrom and Pickerill through the longer of the end of the term of the employment agreement (subject to a maximum of 36 months for Mr. Okerstrom only) and 12 months, and (ii) to Mr. Dzielak for 12 months, except that Expedia Group may, at its sole discretion, choose to extend the payment period to 18 months (whether 12 or 18 months, the “Dzielak Continuation Period”), in each case payable in equal biweekly installments and provided that such payments will be offset by any amount earned by the executive from another employer during the relevant period;

•	Expedia Group will consider in good faith the payment of discretionary bonuses on a pro rata basis for the year in which termination of employment occurs, payable in a lump sum at the time such annual bonus would otherwise have been paid;

•	Expedia Group will pay an amount equal to COBRA health insurance coverage for a period of 12 months for Messrs. Okerstrom and Pickerill and for the Dzielak Continuation Period for Mr. Dzielak, in each case payable in a lump sum;

•	except as described below with respect to certain long-term incentive stock option awards, all equity holdings that otherwise would have vested during the 12-month period following termination of employment will accelerate, provided that equity awards that vest less frequently than annually shall be treated as though such awards vested annually; and

•	Messrs. Okerstrom, Pickerill and Dzielak will have 18 months following the date of termination to exercise any vested stock options (including stock options accelerated pursuant to the terms of the executive’s employment agreement) or, if earlier, through the scheduled expiration date of the options.

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(1)

Reflects base salary earned during the relevant fiscal year. For Mr. Khosrowshahi, reflects $711,539 in base salary compensation received prior to his resignation as President and Chief Executive Officer on August 31, 2017, as well as $14,796 for his services as a non-employee director commencing on September 1, 2017. See the sections above titled “Compensation Discussion and Analysis—Compensation Program Elements—Base Salary” and “Compensation Discussion and Analysis—Compensation Program Elements—Compensation Arrangements relating to 2017 Chief Executive Officer and Chief Financial Officer Transition” for descriptions of changes to annual base salaries during 2017.

(2)	The amounts in the Bonus column reflect annual cash bonuses paid to named executive officers for performance in the relevant fiscal year. See the section above titled “Compensation Discussion and Analysis—Compensation Program Elements—Annual Cash Bonuses” for a description of the 2017 cash bonuses that were paid in 2018.

(3)

Includes aggregate grant date fair value of awards granted in the year indicated, computed in accordance with FASB ASC Topic 718. The grant date fair value of awards reflects an estimate as of the grant date and may not correspond to the actual value that will be recognized by the named executive officers. Stock Awards consist of restricted stock units valued using the closing price of Expedia Group common stock on the Nasdaq Stock Market on the day immediately preceding the grant date. For Mr. Khosrowshahi, the Stock Awards consist of RSUs awarded upon appointment to the Board, see section entitled "Compensation of Directors." In addition, in the case of the Performance Options granted to Mr. Okerstrom on September 15, 2017, the Monte Carlo valuation model was used. For details regarding the assumptions used to calculate these amounts in 2017, see footnote 2 to the table below entitled, “2017 Grants of Plan-Based Awards.”

(4)	Additional information regarding certain components of amounts reflected in the “All Other Compensation” is as follows:

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(a)

Reflects the incremental cost to Expedia Group for personal use of corporate aircraft jointly owned by each of Expedia Group and IAC (or charter aircraft in the event the jointly-owned aircraft are temporarily unavailable). In 2017, the incremental cost to Expedia Group for Messrs. Diller, Khosrowshahi and Okerstrom’s personal use of these aircraft is based on the average variable operating cost to Expedia Group. Variable operating costs include fuel, certain maintenance costs, navigation fees, onboard catering, landing fees, crew travel expenses and other miscellaneous variable costs. The total annual variable costs are divided by the annual number of hours such aircraft flew to derive an average variable cost per hour. This average variable cost per hour is then multiplied by the hours flown for personal use (for the jointly-owned aircraft, including flights to the hangar or other locations without passengers, commonly referred to as “deadhead” flights), to derive the incremental cost. We do not include fixed costs that do not change based on usage, such as pilots’ salaries, purchase costs, insurance, scheduled maintenance and non-trip-related hangar expenses in the case of the jointly-owned aircraft, and purchase costs and management fees in the case of the fractional interest aircraft. For personal use of the corporate aircraft during 2017, Messrs. Khosrowshahi and Okerstrom reimbursed the Company up to the maximum amount permitted under Federal Aviation Administration regulations. Executive officers occasionally have family members or other guests accompany them on business and personal trips, at minimal incremental cost to the Company. While travel by family members or other guests does not result in any incremental cost to the Company, such travel does result in the imputation of taxable income to such executive officers, the amount of which is calculated in accordance with applicable IRS regulations. See the section above titled “Compensation Discussion and Analysis- Compensation Program Elements-Other Compensation” for a description of the Company’s policy regarding the personal use of Company aircraft by executive officers.

(b)	Represents matching contributions of Expedia Group under the Company's 401(k) Retirement Savings Plan. Under this plan as in effect through December 31, 2017, Expedia Group matches $0.50 for each dollar a participant contributes, up to the first 6% of eligible compensation, subject to limits imposed by the Internal Revenue Code.

(c)

Represents the total amount of other benefits provided to Mr. Diller, none of which individually exceeded 10% of the total value of all perquisites and personal benefits. In connection with the IAC/Expedia Group Spin-Off, Expedia Group and IAC agreed that, in light of Mr. Diller’s senior role at both companies and his anticipated use of certain resources for the benefit of both companies, certain expenses associated with such usage would be shared between Expedia Group and IAC. Mr. Diller is provided with the use of certain automobiles for business and personal purposes and certain IAC-owned office space and IT equipment for use by certain individuals who work for Mr. Diller personally. In 2017, Expedia Group and IAC covered 50% and 50% of these costs, respectively.

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(1)	As President and Chief Executive Officer, Mr. Khosrowshahi did not receive any equity awards in 2017. However, in September 2017, upon continuation of his director services as a non-employee director, Mr. Khosrowshahi received 1,686 RSUs, see table above titled "2017 Summary Compensation Table" and related footnote 3.

(2)

All options have a seven-year term and all options other than the Performance Options granted to Mr. Okerstrom on September 15, 2017, vest in four equal installments commencing on the first anniversary of the grant date. The Performance Options award of 300,000 stock options granted on September 15, 2017 to Mr. Okerstrom are subject to his continued employment with the Company and satisfaction of a stock price goal of $200, measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding September 15, 2021.

(3)

Represents the number of shares of Expedia Group common stock to be issued upon satisfaction of the conditions to vesting, without taking into account shares withheld to cover taxes, if any. The vesting of the Cliff Vest RSUs awarded on September 15, 2017 to Mr. Okerstrom is subject to his continued employment with the Company and is also subject to the achievement of performance goals relating either to stock price performance or world-wide hotel bookings, which goals have been satisfied. Mr. Okerstrom's Cliff Vest RSU award is described in further detail in the section above titled "Compensation Discussion and Analysis--Compensation Program Elements--Compensation Arrangements relating to 2017 Chief Executive Officer and Chief Financial Officer Transitions."

(4)

These amounts reflect an estimate of the grant date fair value and may not correspond to the actual value that will be recognized by the named executive officers. For stock options, reflects the full grant date fair value, calculated in accordance with FASB ASC Topic 718 using a Black-Scholes option valuation methodology, except for Performance Options granted to Mr. Okerstrom on September 15, 2017, which uses the Monte Carlo valuation model. The Black-Scholes model incorporates various other assumptions including expected volatility, expected term and risk-free interest rates. The expected volatility is based on historical volatility of our common stock and other relevant factors. The expected term is based on our historical experience and on the terms and conditions of the stock option awards granted to employees. For option awards granted to the named executive officers during 2017, the Black-Scholes and Monte Carlo option pricing model assumptions were as follows:

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(1)	Represents the date on which the original grant was approved by the applicable compensation committee. All share and per share amounts have been adjusted to reflect the Company’s one-for-two reverse stock split effected and the impact of the TripAdvisor Spin-Off, both completed on December 20, 2011.

(2)	Options vested in full on March 1, 2015, the fourth anniversary of the grant date.

(3)	Options, or RSUs, as the case may be, vest in four equal installments commencing on the first anniversary of the grant date.

(4)	Options vest in four equal installments commencing on February 15 in each of the first four years following the grant date.

(5)	Options vested in full on February 28, 2016, the fourth anniversary of the grant date.

(6)	Options vest in two equal installments on March 7, 2019 and March 7, 2021.

(7)	Options vest in full in one installment on September 7, 2021, subject to satisfaction of a stock price goal of $180, measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding September 30, 2021.

(8)	Options vest in full in one installment on September 15, 2021, subject to satisfaction of a stock price goal of $200, measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding September 15, 2021.

(9)	RSUs vest in full in four equal installments commencing on the first anniversary of the grant date, and are subject to the achievement of performance goals relating either to stock price performance or worldwide hotel bookings, which goals have been satisfied.

(10)	RSUs vest in full in one installment on September 15, 2021, and are subject to the achievement of performance goals relating either to stock price performance or worldwide hotel bookings, which goals have been satisfied.

(11)	Options vested in full on July 31, 2016, the fourth anniversary of the grant date.

(12)	Options to vest in one installment on September 30, 2020, subject to satisfaction of a stock price goal of $170, measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding September 30, 2020.

(13)	RSUs awarded pursuant to non-employee director compensation program. Mr. Khosrowshahi became eligible to receive compensation for his director services as of September 2, 2017.

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(1)	Represents the value of exercised options calculated by multiplying (i) the number of shares of Expedia Group’s common stock to which the exercise of the option related by (ii) the difference between the market price of Expedia Group's common stock at exercise and the exercise price of the options.

(2)	Represents the gross number of shares acquired upon vesting of RSUs without taking into account any shares that may be withheld to satisfy applicable tax obligations.

(3)	Represents the value of vested RSUs calculated by multiplying the gross number of vested RSUs by the closing price of Expedia Group common stock on the Nasdaq Stock Market on the vesting date or if the vesting occurred on a day on which the Nasdaq Stock Market was closed for trading, the next trading day.

(4)

Mr. Diller exercised options to purchase 99,737 shares of Expedia Group common stock, of which 17,547 shares were withheld and concurrently cancelled by the Company to cover the exercise price, and 44,774 shares were withheld and concurrently cancelled to cover tax obligations, with a net delivery of 37,416 shares. These options were granted to Mr. Diller in February 2010. Mr. Diller exercised the options in 2017 because the options were scheduled to expire. Mr. Diller holds the net shares acquired upon exercise.

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Expedia Group will continue to pay base salary to Messrs. Okerstrom and Pickerill through the longer of the end of the term of the employment agreement (subject to a maximum of 36 months for Mr. Okerstrom only) and 12 months and to Mr. Dzielak for 12 months, except that Expedia Group may, at its sole discretion, choose to extend the payment period to 18 months (whether 12 or 18 months, the “Dzielak Continuation Period”), in each case payable in equal biweekly installments and provided that such payments will be offset by any amount earned by the executive from another employer during the relevant period;

•	Expedia Group will pay an amount equal to COBRA health insurance coverage for a period of 12 months for Messrs. Okerstrom and Pickerill and for the Dzielak Continuation Period for Mr. Dzielak in each case payable in a lump sum;

•

except as described below under “Okerstrom Long-Term Equity Awards” with respect to the stock option awards granted to Mr. Okerstrom on March 7, 2016 and September 15, 2017, all equity holdings that otherwise would have vested during the 12-month period following termination of employment will accelerate, provided that equity awards that vest less frequently than annually shall be treated as though such awards vested annually; and

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•	Messrs. Okerstrom, Pickerill and Dzielak will have 18 months following the date of termination to exercise any vested stock options (including stock options accelerated pursuant to the terms of the executive’s employment agreement) or, if earlier, through the scheduled expiration date of the options

•

“Good reason” means the occurrence of any of the following without the executive’s consent (i) the Company’s material breach of any material provision of the executive’s employment agreement, (ii) the material reduction in the executive’s title, duties or reporting responsibilities, (iii) a material reduction in the executive’s base salary, or (iv) the relocation of the executive’s principal place of employment more than 50 miles outside of the Seattle metropolitan area, in each case, following a requisite notice and cure period in favor of the Company; and

•

“Cause” means the executive’s (i) plea of guilty or nolo contendere to, conviction for, or the commission of, a felony offense, (ii) material breach of a fiduciary duty owed to the Company or any of its subsidiaries, (iii) material breach of any of the covenants made pursuant to the executive’s employment agreement, (iv) willful or gross neglect of the material duties required by the executive’s employment agreement, or (v) knowing and material violation of any Company policy pertaining to ethics, legal compliance, wrongdoing or conflicts of interest, subject to certain qualifications.

•	another party, other than Mr. Diller, Liberty Expedia Holdings, Inc. or their respective affiliates, acquires the beneficial ownership of at least 50% of the Company’s outstanding voting stock, with certain exceptions;

•	the members of the Board as of the date the Expedia Group 2005 Plan was adopted by the Board (the “incumbent Board members”) cease to constitute a majority of the Board (with replacement directors that are endorsed by a majority of the Company directors who are incumbent Board members generally counting as incumbent Board members);

•

the Company consummates a merger, reorganization or consolidation with another party, or the sale or other disposition of all or substantially all of the Company’s assets or the purchase of assets or stock of another entity (“Business Combination”), unless (A) all or substantially all of the beneficial stockholders of the Company immediately prior to such Business Combination retain more than 50% of the combined voting power of the outstanding voting securities of the entity resulting from the Business Combination in substantially the same proportions as their ownership of voting stock immediately prior to such Business Combination, (B) no person (excluding Mr. Diller, Liberty Expedia Holdings, Inc. and their respective affiliates, any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns more than a majority of the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership of the Company existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors (or equivalent governing body, if applicable) of the entity resulting from the Business Combination were incumbent members of the Company’s Board at the time of the initial agreement or Board action providing for such Business Combination; or

•	the Company’s stockholders approve the complete liquidation or dissolution of the Company.

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•	50,000 stock options, with a $78.52 per share exercise price (the “Retained 2014 Options”);

•	125,000 stock options, with a $91.75 per share exercise price (the "Retained 2015 Options”); and

•	320,000 stock options, with a $95.00 per share exercise price, scheduled to vest on September 30, 2020, subject to satisfaction of a $170 Company stock price goal (the “Retained DK Performance Options,” together with the Retained 2014 Options and the Retained 2015 Options, the “Retained DK Options”).

•	an award of 225,000 stock options that vest 50% on each of the third and fifth anniversaries of the date of grant, subject to Mr. Okerstrom’s continued employment with the Company (the “2016 Okerstrom Cliff Vest Options”); and

•

an award of 175,000 stock options that are subject to Mr. Okerstrom’s continued employment with the Company and satisfaction of a stock price goal of $180, measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding September 30, 2021 (the “2016 Okerstrom Performance Options” and together with the 2016 Okerstrom Cliff Vest Options, the “2016 Okerstrom Long-Term Stock Option Awards”).

•

an award of 300,000 stock options with an exercise price of $142.13 that are subject to Mr. Okerstrom’s continued employment with the Company and satisfaction of a stock price goal of $200, measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding September 15, 2021 (the “2017 Okerstrom Performance Options”); and

•	an award of 25,000 restricted stock units with a vest date of September 15, 2021, which was subject to the satisfaction of performance goals that were met, as determined by the Compensation Committee during the first quarter of 2018 (the "2017 Okerstrom Cliff Vest RSUs").

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•	the named executive’s base salary as of December 31, 2017;

•	the number of stock options or RSUs outstanding as of December 31, 2017; and

•	the closing price of Expedia Group common stock on December 29, 2017 ($119.77).

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(1)	Qualifying Termination described in the section above titled “Employment Agreement Severance Provisions - Qualifying Termination.” “Health and Benefits” relates to the payment of an amount equal to COBRA health insurance coverage for a period of 12 months following termination of employment for Messrs. Okerstrom, Pickerill and Dzielak.

(2)	Upon a Change in Control (as defined in the Expedia Group 2005 Plan), all unvested equity awards held by the named executive officers vest in full.

(3)	The Retained DK Performance Options vest in full upon the acquisition for cash by Liberty Expedia Holdings or any of its affiliates of beneficial ownership of 100% of the outstanding company voting securities, subject to Mr. Khosrowshahi’s continued service as a member of the Board on the date of such event.

(4)	Reflects incremental value of pro rated vesting as of December 31, 2017. However, vesting of the 2016 Okerstrom Performance Options would remain subject to satisfaction of the $180 stock price performance goal on September 30, 2021.

(5)	Reflects incremental value of pro rated vesting as of December 31, 2017. However, vesting of the 2017 Okerstrom Performance Options would remain subject to satisfaction of the $200 stock price performance goal on September 15, 2021.

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•	annual salary, which for hourly employees was calculated based on hourly rates and total scheduled 2017 hours as of the Determination Date, and for all other employees was calculated based on their salary in effect on the Determination Date;

•	annual cash bonus (including cash incentive plan payments), which was calculated based on an employee’s target percentage times base salary in effect on the Determination Date; and

•	equity-based compensation, which was calculated based on target equity award levels as of the Determination Date, taking into account an employee’s role and level.

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•	On an annual basis, each director, director nominee and executive officer of the Company completes a Director and Officer Questionnaire that requires disclosure of any transaction, arrangement or relationship with the Company during the last fiscal year in which the director or executive officer, or any member of his or her immediate family, had a direct or indirect material interest.

•	Each director, director nominee and executive officer is expected to promptly notify the Company’s legal department of any direct or indirect interest that such person or an immediate family member of such person had, has or may have in a transaction in which the Company participates.

•	The Company performs a quarterly search of its accounts payable, accounts receivable and other databases to identify any other potential related person transactions that may require disclosure.

•	Any reported transaction that the Company’s legal department determines may qualify as a related person transaction is referred to the Audit Committee.

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(1)

Information excludes: (i) 124,428 securities with a weighted-average exercise price of $107.0062 to be issued upon the exercise of outstanding stock options, and (ii) 239,487 securities issuable in connection with restricted stock units for which there is no related exercise price, both of which were granted pursuant to plans assumed by the Company in connection with the acquisitions of Orbitz Worldwide, Inc. and HomeAway, Inc.

(2)	Information relating to the Amended 2005 Plan, and the Expedia Group, Inc. Employee Stock Purchase Plans (“ESPP”).

(3)	Excludes the following equity-based awards outstanding as of December 31, 2017: (i) 1,701,755 securities issuable in connection with RSUs for which there is no related exercise price, and (ii) grants of 39,103 SARs with a weighted-average exercise price of $91.7299.

(4)	Information includes 13,180,786 securities remaining available for issuance under the Amended 2005 Plan, and 953,941 securities remaining available for issuance under the ESPP.

(5)	The Expedia Group, Inc. Non-Employee Directors Deferred Compensation Plan (the “Director Deferred Plan”).

(6)	Excludes outstanding share units for which there is no related exercise price.

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