Expedia Group (EXPE) 10-K/A risk factor changes: FY2019 vs FY2018

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: Form 10-K/A][added: Form 10-K/A]

| [removed: þ] [added: ☑] | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2018][added: 2019]

| [removed: ¨] [added: ☐] | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the transition period [removed: from to][added: from to]

[removed: Commission] [added: Commission] file [removed: number: 001-37429][added: number: 001-37429]

[removed: EXPEDIA] [added: EXPEDIA] GROUP, [removed: INC.][added: INC.]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: Delaware] [added: Delaware] | | [removed: 20-2705720] [added: 20-2705720] |

| [removed: (State] [added: (State] or other jurisdiction [removed: of incorporation] [added: of incorporation] or [removed: organization)] [added: organization)] | | [removed: (I.R.S. Employer Identification No.)] [added: (I.R.S. Employer Identification No.)] |

[removed: (Address] [added: (Address] of principal executive office) (Zip [removed: Code)][added: Code)]

[removed: Registrant’s] [added: Registrant’s] telephone number, including area [removed: code:][added: code:]

| [removed: Title] [added: Title] of each [removed: class:] [added: class] | | [removed: Name] [added: Trading symbol(s) | | Name] of each exchange on which [removed: registered:] [added: registered] |

| Common stock, $0.0001 par value | | [added: EXPE | |] The Nasdaq Global Select Market |

| Expedia Group, Inc. 2.500% Senior Notes due 2022 | | [added: EXPE22 | |] New York Stock Exchange |

Yes [removed: ¨] [added: ☐] No [removed: þ][added: ☑]

| Large accelerated filer | | [removed: þ] [added: ☑] | | Accelerated filer | | [removed: ¨] [added: ☐] |

| Non-accelerated filer | | [removed: ¨] [added: ☐] | | Smaller reporting company | | [removed: ¨] [added: ☐] |

| | | | | Emerging growth company | | [removed: ¨] [added: ☐] |

As of June 30, [removed: 2018,] [added: 2019,] the aggregate market value of the registrant’s common equity held by non-affiliates was approximately [removed: $14,376,116,000.][added: $15,872,910,000.]

| [removed: Class] [added: Class] | | [removed: Outstanding] [added: Outstanding] Shares at April [removed: 19, 2019] [added: 13, 2020 were approximately,] | [added: | |]

| Common stock, $0.0001 par value per share | | [removed: 136,007,689] [added: 134,465,673] | [added: | shares |]

| Class B common stock, $0.0001 par value per share | | [removed: 12,799,999] [added: 5,523,452] | [added: | shares |]

[removed: Explanatory Note][added: Explanatory Note]

Expedia Group, Inc. (“Expedia Group” or the “Company”) is filing this Amendment No. 1 to our Form 10-K for the fiscal year ended December 31, [removed: 2018,] [added: 2019,] originally filed with the Securities and Exchange Commission [added: (“SEC”)] on February [removed: 8, 2019] [added: 14, 2020] (the [removed: “2018] [added: “2019] Form 10-K”), for the purpose of providing the information required by Part III that we intended to incorporate by reference from our proxy statement relating to our [removed: 2019] [added: 2020] annual meeting of [removed: stockholders.][added: stockholders (“2020 Annual Meeting”).]

Our [removed: 2019] [added: 2020] proxy statement, however, will not be filed within the requisite time period for allowing such incorporation by reference.

This Amendment No. 1 speaks as of the original filing date of the [removed: 2018] [added: 2019] Form 10-K and reflects only the changes to the cover page, Items 10, 11, 12, 13 and 14 of Part III and Item 15 of Part IV.

No other information included in the [removed: 2018] [added: 2019] Form 10-K, including the information set forth in Part I and Part II, has been modified or updated in any [removed: way, except for Exhibit 3.2 which has been updated in accordance with Item 601(b)(3) of Regulation S-K to reflect the amendment and restatement of our bylaws on April 15, 2019.][added: way.]

[removed: For] [added: For] the Year [removed: Ended December] [added: Ended December] 31, [removed: 2018][added: 2019]

[removed: Contents][added: Contents]

| [removed: |] Item [removed: 10.] [added: 10] | [Directors, Executive Officers and Corporate [removed: Governance](#sEAAAD81BEBB4FE77B16517676F2A8D64)] [added: Governance](#s0BD3A21293E954E1A54321F8C0BF6910)] | [removed: [1](#sEAAAD81BEBB4FE77B16517676F2A8D64)] [added: [3](#s0BD3A21293E954E1A54321F8C0BF6910)] |

| [removed: |] Item [removed: 11.] [added: 11] | [Executive [removed: Compensation](#sEAD902CEEC571D9F8CE117676F5D0CED)] [added: Compensation](#s66B57403C60D593F972AAE58EC0B553C)] | [removed: [9](#sEAD902CEEC571D9F8CE117676F5D0CED)] [added: [11](#s66B57403C60D593F972AAE58EC0B553C)] |

| [removed: |] Item [removed: 12.] [added: 12] | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s5E140361B7F6001A629217676FAC8830)] [added: Matters](#sA98F4AE305425D6C8C8E03B284E6B269)] | [removed: [33](#s5E140361B7F6001A629217676FAC8830)] [added: [37](#sA98F4AE305425D6C8C8E03B284E6B269)] |

| [removed: |] Item [removed: 13.] [added: 13] | [Certain Relationships and Related [removed: Person] Transactions, and Director [removed: Independence](#sF77CAB6CF842446DB44A17676FC37F08)] [added: Independence](#sE2CB600DCEF55BF3A8A7C10801D28ADC)] | [removed: [36](#sF77CAB6CF842446DB44A17676FC37F08)] [added: [41](#sE2CB600DCEF55BF3A8A7C10801D28ADC)] |

| [removed: |] Item [removed: 14.] [added: 14] | [Principal [removed: Accounting] [added: Accountant] Fees and [removed: Services](#sA516A54F391B0207405917676FD670D0)] [added: Services](#s5EB731992E07532CA04F2B2756359DE8)] | [removed: [42](#sA516A54F391B0207405917676FD670D0)] [added: [45](#s5EB731992E07532CA04F2B2756359DE8)] |

| [removed: |] Item [removed: 15.] [added: 15] | [Exhibits, Consolidated Financial Statements and Financial Statement [removed: Schedules](#s948AECD272F13693A9F31767702555E8)] [added: Schedules](#s8FE8D1D2B0AE5C34B17ED6B1AF9C0E7D)] | [removed: [44](#s948AECD272F13693A9F31767702555E8)] [added: [46](#s8FE8D1D2B0AE5C34B17ED6B1AF9C0E7D)] |

[removed: Part III.][added: | Part IV | | |]

_______________________________________________

OR

_______________________________________________

1111 Expedia Group Way W

Seattle, WA 98119

(206) 481-7200

_______________________________________________

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

Expedia Group, Inc.

Form 10-K/A

| Part III | | |

| [Signatures](#s4FF49F70CB9056A593E5A2DD5A811316) | | [53](#s4FF49F70CB9056A593E5A2DD5A811316) |

10-K/A 1 a201810-ka.htm 10-K/A

_______________________________________________

(Amendment No. 1)

OR

| --- | --- | --- |

333 108th Avenue NE

Bellevue, WA 98004

(425) 679-7200

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

| | | | |

| --- | --- | --- | --- |

| | | | Page |

| Part III. | | | [1](#s4d2b8a512ee64203a08d0dd56eb18b56) |

| Part IV. | | | [44](#sbae913082641424e884fa9f84dd33f4f) |

| Signatures | | | [50](#s902DB64713230D375653176770581999) |

[added: Former] Controlled Company [removed: Status][added: Status]

These rules exempt “controlled companies,” or companies of which more than 50% of the voting power is held by an individual, a group or another company, [removed: such as Expedia Group,] from certain requirements.

[removed: Based] [added: Prior to July 26, 2019, based] on information provided on a Schedule 13D/A filed by Mr. Diller and Liberty Expedia Holdings, Inc. [removed: (“Liberty Expedia Holdings”),] [added: (“*Liberty Expedia*”),] on April 16, 2019, Mr. Diller and Liberty Expedia [removed: Holdings] together [removed: currently] beneficially [removed: own] [added: owned] approximately 13% of the outstanding shares of common stock (or approximately 20% assuming conversion of all shares of Class B common stock into shares of common stock) and 100% of the outstanding shares of Class B common stock and, consequently, approximately 55% of the combined voting power of the outstanding Expedia Group capital stock as of April 19, 2019.

[removed: Information] [added: Information] Concerning [removed: Directors][added: Directors]

The name and certain background information regarding each of [removed: our directors, as of April 1, 2019, are] [added: those directors is] set forth below.

In addition to the information presented below regarding each director’s specific experience, qualifications, attributes and [removed: skill,] [added: skills,] each director has demonstrated business acumen and an ability to exercise sound [removed: judgment, as well as a commitment to Expedia Group and our Board of Directors as demonstrated by the director’s past service.][added: judgment.]

| [removed: Name] [added: Name] | [removed: Age] [added: Age] | [removed: Position] [added: Position] With Expedia Group, [removed: Inc.] [added: Inc.] |

| Barry Diller | [removed: 77] [added: 78] | Chairman and Senior Executive |

| Peter M. Kern | [removed: 51] [added: 52] | [removed: Director and] [added: Director,] Vice Chairman [added: and Chief Executive Officer] |

| Susan C. Athey | [removed: 48] [added: 49] | Director |

| A. George “Skip” Battle | [removed: 75] [added: 76] | Director |

| Chelsea Clinton | [removed: 39] [added: 40] | Director |

| Craig A. Jacobson | [removed: 66] [added: 67] | Director |

| Dara Khosrowshahi | [removed: 49] [added: 50] | Director |

| Alexander von Furstenberg | [removed: 49] [added: 50] | Director |

[removed: Barry Diller][added: Barry Diller]

Mr. Diller has been the Chairman of the Board and Senior Executive of Expedia Group since the completion of the Company’s spin-off from IAC/InterActiveCorp (“IAC”) on August 9, 2005 (the “IAC/Expedia Group [removed: Spin-Off”).][added: Spin-Off”) and has also, along with Mr. Kern, overseen Expedia Group’s executive leadership team, managing day-to-day operations, since the departure of the Company’s former Chief Executive Officer in December of 2019.]

Mr. Diller served as Special Advisor to TripAdvisor, Inc., an online travel company, from April 2013 through March 2017, was TripAdvisor’s Chairman of the [removed: Board] [added: board] and Senior Executive from December 2011, when it was spun off from the Company (the “TripAdvisor [removed: Spin-Off”)] [added: Spin-Off”),] until December 2012, and served [added: as] a member of its [removed: Board] [added: board of directors] until April 2013.

Mr. Diller served as the non-executive Chairman of the [removed: Board] [added: board] of Ticketmaster Entertainment, Inc. from 2008 to 2010, when it merged with Live Nation, Inc. to form Live Nation Entertainment, Inc. Mr. Diller served as the non-executive Chairman of the [removed: Board] [added: board] of Live Nation Entertainment, Inc. from January 2010 to October 2010 and was a member of its [removed: Board] [added: board of directors] until January 2011.

[removed: Board] [added: *Board] Membership [removed: Qualifications:] [added: Qualifications:*] As result of his involvement with Expedia Group both while it was operated within IAC and since the IAC/Expedia Group Spin-Off, Mr. Diller has a great depth of knowledge and experience regarding Expedia Group and its businesses.

Mr. Diller also [removed: effectively controls] [added: is a significant stockholder of] Expedia Group.

[removed: Peter] [added: Peter] M.

[removed: Kern][added: Kern]

Mr. Kern has been a director of Expedia Group since completion of the IAC/Expedia Group [removed: Spin-Off and] [added: Spin-Off,] has served as Vice Chairman of Expedia Group since June [removed: 2018.][added: 2018, and has served as Chief Executive Officer of Expedia Group since April 2020.]

[removed: Mr.] Kern is a Managing Partner of InterMedia Partners VII, LP, a private equity firm.

[added: Prior to founding Gemini Associates,] Mr. Kern [removed: has served on] [added: was at] the [removed: Board of Directors of Tribune Media Company since October 2016, where he currently] [added: Home Shopping Network and Whittle Communications Mr. Kern] also [added: currently] serves as [removed: Chief Executive Officer, as] Chairman of the [removed: Board] [added: board] of [removed: Directors] [added: directors] of Hemisphere Media Group, Inc., a publicly-traded Spanish-language media [removed: company, since April 2013,] [added: company] and [removed: since 2016,] as [removed: a member] [added: Chairman] of [added: the] Supervisory Board of trivago N.V., a majority-owned subsidiary of Expedia [removed: Group.][added: Group, as well as on the boards of several private companies.]

[removed: Board] [added: *Board] Membership [removed: Qualifications:] [added: Qualifications:*] Through his extensive background in private equity and as a director of [removed: several] [added: both public and] private companies, as well as prior experience in senior executive positions, Mr. Kern has a high level of financial [added: and management] expertise and background in analyzing investments and strategic transactions.

[removed: Mr. Okerstrom] [added: Soliday*] has [removed: been a director and President and Chief Executive Officer of Expedia Group since August 2017, having previously] served as [removed: its Executive] [added: Expedia Group’s Senior] Vice [removed: President of Operations and] [added: President,] Chief [removed: Financial] [added: Accounting] Officer [removed: from October 2014 to August] [added: and Controller since February] 2017, [added: and] as [removed: its] [added: Vice President,] Chief [removed: Financial] [added: Accounting] Officer and [removed: Executive Vice President] [added: Controller] from September 2011 [removed: to October 2014, as its Secretary from October 2011] until [removed: April 2012 and] [added: February 2017 and, prior to that,] as [removed: its] Senior [removed: Vice President of Corporate Development from] [added: Director, Financial Reporting since] February [removed: 2009 to September 2011.][added: 2009.]

[removed: As Expedia Group’s former] [added: *Board Membership Qualifications:* Mr. Khosrowshahi possesses in-depth experience with and knowledge of the online travel industry gained through his prior service as] Chief [removed: Financial] [added: Executive] Officer [removed: and] [added: of IAC Travel, as Chief] Executive [removed: Vice President] [added: Officer] of [removed: Operations,] [added: Expedia Group and as a director of TripAdvisor, Inc. and trivago N.V.] Mr. [removed: Okerstrom] [added: Khosrowshahi] also has a high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.

[removed: Susan] [added: Susan] C.

[removed: Athey][added: Athey]

Her research and teaching cover the economics of the internet and digital marketplaces, marketplace design, auctions, platform businesses, online advertising, [removed: the news media, financial technology, big data,] [added: artificial intelligence,] and statistical methods for causal inference.

[removed: Board] [added: *Board] Membership [removed: Qualifications:] [added: Qualifications*:] Professor Athey brings to our Board significant experience as leading expert in the field of economics of the internet and technology, having advised governments and businesses on marketplace design, platform strategy, [removed: big data,] and [removed: financial technology,] [added: artificial intelligence,] which are directly relevant to Expedia Group’s businesses.

Professor Athey’s unique perspectives assist the [removed: board] [added: Board of Directors] in developing strategies for Expedia Group.

George “Skip” [removed: Battle][added: Battle]

George “Skip” Battle has been a director of Expedia Group since completion of the IAC/Expedia [added: Group] Spin-Off.

[removed: Board] [added: *Board] Membership [removed: Qualifications:] [added: Qualifications*:] Mr. Battle has extensive financial, strategic, operational, and corporate governance experience, acquired through his more than thirty years as a business consultant as well as his prior service as a chief executive officer.

Ms. [removed: Chun] [added: Whalen] has been a director of Expedia Group since [removed: December 2017.][added: June 2019.]

[removed: Chelsea Clinton][added: Chelsea Clinton]

Prior to these efforts, Ms. Clinton worked as an associate at McKinsey & Company, a consulting firm, from August 2003 to October 2006, and as an associate at Avenue Capital Group, an [removed: investment firm, from October 2006 to November 2009.]

On this basis, Expedia Group had been relying on the exemption for controlled companies from certain Nasdaq requirements through the closing of the Liberty Expedia Transaction (as defined below) on July 26, 2019 (see “*Relationships Involving Significant Stockholders, Named Executive Officers and Directors*” in Item 13, “*Certain Relationships and Related Person Transactions, and Director Independence*”).

As of July 26, 2019, following the closing of the Liberty Expedia Transaction, Expedia Group ceased to be a controlled company and was required to comply with all of Nasdaq’s corporate governance requirements on the phase-in schedule described below.

The Compensation Committee was required to be composed of at least two members, one of whom is independent upon ceasing to be a “controlled company,” a majority of whom is independent within 90 days of ceasing to be a “controlled company” and all members of which are independent within one year of ceasing to be a “controlled company.” The Nominating Committee was required to include at least one member who is independent upon ceasing to be a “controlled company” and all members of which must be independent within one year of ceasing to be a “controlled company.” Additionally, within 12 months from ceasing to be a “controlled company” we must have a majority of independent directors on the Board of Directors.

The Company currently complies with all of Nasdaq’s corporate governance requirements.

Currently, the Compensation Committee and the Nominating Committee both consist of two members, all of whom are independent, and 7 of the 11 directors on the Board of Directors are independent (as defined in Nasdaq Marketplace Rule 5605(a)(2)).

*Our Directors*.

Expedia Group’s Board currently consists of 11 directors.

| Samuel Altman | 34 | Director |

| Jon T. Gieselman | 51 | Director |

| Julie Whalen | 49 | Director |

Immediately prior to his appointment as Chief Executive Officer, Mr. Kern, along with Mr. Diller, had overseen Expedia Group’s executive leadership team, managing day-to-day operations, since the departure of the Company’s former Chief Executive Officer in December of 2019.

Mr. Kern served on the board of directors of Tribune Media Company from October 2016 through the completion of Tribune Media’s merger with Nextstar Media Group, Inc. in September 2019, and served as Tribune Media’s Chief Executive Officer from March 2017 through September 2019.

Samuel Altman

Mr. Altman is the Chief Executive Officer and a member of the board of directors of OpenAI an organization dedicated to ensuring artificial intelligence benefits all of humanity.

From February 2014 through March 2019, he served as President of Y Combinator, a provider of advice and seed financing for startups.

Earlier in his career, Mr. Altman, co-founded Loopt, Inc., a provider of mobile location-based services, and served as its Chief Executive Officer until it was acquired by Green Dot Corporation in March 2012, after which he held a number of senior executive positions at Green Dot, including Executive Vice President, Mobile Products and Technology, through December 2013, and served as a member of its board of directors from March 2013 through April 2016.

Mr. Altman

has also been the General Partner of Hydrazine Capital, an early-stage venture capital firm, since April 2012.

He has invested in a number of private companies, including Reddit, Inc., which operates a social sharing and aggregation website, and Helion Energy, Inc. and Oklo, Inc., which are both developing clean energy solutions.

He currently serves on the board of directors of all three companies and as Chairman of Helion and Oklo.

*Board Membership Qualifications*: Mr. Altman has extensive technology experience and expertise, including in the mobile technology and artificial intelligence fields.

He also brings valuable perspectives from his work with companies that are implementing rapid technological changes.

A.

She is a best-selling author and advocate for the advancement of women and children around the world.

investment firm, from October 2006 to November 2009.

Jon T.

Gieselman

Mr. Gieselman has served as Vice President of Services Marketing at Apple, Inc. since May of 2016, where he is responsible for the global marketing and sales functions for Apple’s Services Support Group, which includes Apple Music and iTunes.

From October 2015 through January 2016, Mr. Gieselman served as Senior Vice President of Marketing at DirecTV, Inc., a direct broadcast satellite service provider having previously served in senior marketing roles at Sears Holding Corporation, Home Shopping Network and Ray-Ban Sunglasses.

Mr. Gieselman holds a B.A. from Boston College and an M.B.A. from St. John Fisher College.

He was inducted into the American Advertising Federation’s Advertising Hall of Achievement in 2008.

*Board Membership Qualifications:* Mr. Gieselman provides valuable expertise in the fields of marketing, advertising and sales, as well as significant experience leading global marketing organizations.

Julie Whalen

Ms. Whalen is the Executive Vice President and Chief Financial Officer of Williams-Sonoma, Inc., a global specialty retailer, where she is responsible for overseeing Williams-Sonoma’s global financial departments including controllership, corporate financial planning and analysis, tax, treasury, investor relations, risk management and internal audit and has shared accountability of the brand finance functions.

She joined Williams-Sonoma in 2001 in the corporate financial planning organization and progressed through positions of increasing responsibility from Vice President, Corporate Controller to Senior Vice President and Treasurer, and was appointed Executive Vice President and Chief Financial Officer in 2012.

Ms. Whalen began her career in public accounting with KPMG Peat Marwick LLP.

Ms. Whalen is a Certified Public Accountant and holds both a B.S. in accounting and a J.D. from Pepperdine University.

*Board Membership Qualifications:* Ms. Whalen has extensive experience in public company finance, accounting and SEC reporting matters.

As a senior leader of another large public company, she also brings corporate governance, risk management, investor relations and operational expertise to our board.

| | | |

Controlled Company Status.

On this basis, Expedia Group is currently relying on the exemption for controlled companies from certain Nasdaq requirements, including, among others, the requirement that a majority of the Board of Directors be composed of independent directors, the requirement that the Compensation Committee be composed solely of independent directors and certain requirements relating to the nomination of directors.

On April 16, 2019, Expedia Group announced that, on April 15, 2019, it entered into an Agreement and Plan of Merger with Liberty Expedia Holdings, LEMS I LLC, a Delaware limited liability company and a wholly owned subsidiary of Expedia Group, and LEMS II Inc., a Delaware corporation and a wholly owned subsidiary of LEMS I LLC, and certain other related agreements (the “Proposed Liberty Expedia Transaction”).

The Proposed Liberty Expedia Transaction is described in greater detail in the section below titled “Recent Developments” in Item 13, “Certain Relationships and Related Person Transactions, and Director Independence.”

Our Directors.

Ms. Chun, Ms. Coe, and Mr. Shean were nominated by Liberty Expedia Holdings, which currently has the right to nominate three individuals for election to Expedia Group’s Board of Directors pursuant to the Amended and Restated Governance Agreement among Expedia Group, Mr. Diller, and Liberty Expedia Holdings, which is described in the section below titled “Certain Relationships and Related Person Transactions- Relationships Involving Significant Stockholders, Named Executive Officers and Directors.”

| Mark D. Okerstrom | 46 | Director and Chief Executive Officer |

| Courtnee A. Chun | 44 | Director (Liberty Expedia nominee) |

| Pamela L. Coe | 59 | Director (Liberty Expedia nominee) |

| Jonathan L. Dolgen | 73 | Director |

| Victor A. Kaufman | 75 | Director |

| Christopher W. Shean | 53 | Director (Liberty Expedia nominee) |

Mr. Diller is Mr. von Furstenberg’s stepfather.

Prior to founding Gemini Associates, Mr. Kern was at the Home Shopping Network and Whittle Communications.

Mr. Kern also serves on the boards of several of private companies.

Mark D.

Okerstrom

Having joined the Company in October 2006, Mr. Okerstrom previously served as Vice President, Corporate Development until February 2009 and as Senior Director, Corporate Development until February 2008.

Prior to joining the Company, Mr. Okerstrom was a consultant with Bain & Company in Boston and San Francisco, and worked with UBS Investment Bank in London.

Prior to that, Mr. Okerstrom practiced as an attorney with the global law firm of Freshfields Bruckhaus Deringer in London.

Mr. Okerstrom holds an M.B.A. from Harvard Business School and a law degree from the University of British Columbia.

Mr. Okerstrom is currently Chairman of the Supervisory Board of trivago N.V.

Board Membership Qualifications: Mr. Okerstrom possesses specific attributes that qualify him to serve as a director, including the perspective and experience he brings as Chief Executive Officer and his in-depth experience with and knowledge of the online travel industry gained through his service with the Company since 2006.

A.

Courtnee A.

Chun

Ms. Chun has served as Senior Vice President of Investor Relations for Qurate Retail, Inc. (“Qurate”) and Liberty Media Corporation (“Liberty Media”) and has served as a director of HSN, Inc. from May 2013 to December 2017.

Prior to joining Liberty Media in 2008, Ms. Chun held executive level positions at Level 3 and New Global Telecom, Inc. (“New Global”), where she served as Chief Financial Officer.

Prior to New Global, Ms. Chun gained extensive transaction experience in mergers and acquisitions and the financial markets at FirstWorld Communications and at J.P. Morgan.

Ms. Chun currently serves on the board of advisors for ACE Scholarships Colorado.

Board Membership Qualifications: Ms. Chun was nominated as a director by Liberty Expedia Holdings pursuant to the Governance Agreement.

Ms. Chun has significant business knowledge and experience, including a high level of financial expertise and a background in analyzing investments and strategic transactions.

Pamela L.

Coe

Ms. Coe is currently Senior Vice President, Deputy General Counsel and Secretary of Qurate, Liberty Media and Liberty Broadband Corporation (“Liberty Broadband”) and has held those positions since January 1, 2016.

Prior to January 1, 2016, Ms. Coe was Vice President, Deputy General Counsel and Secretary of those companies.

Ms. Coe also held those positions with Liberty TripAdvisor Holdings, Inc. from August 2014 to April 2016.

Ms. Coe is currently Senior Vice President, Deputy General Counsel and Secretary of Liberty Expedia Holdings and has served as such from November 2016.

Prior to joining Liberty Media, Ms. Coe served as Senior Counsel at Liberty Media’s predecessor parent company, Tele-Communications, Inc. (“TCI”).

Prior to her tenure at TCI, Ms. Coe was a partner in a major San Francisco-based law firm, specializing in corporate, securities and banking law.

[removed: Compensation] [added: Compensation] Discussion and [removed: Analysis][added: Analysis]

[removed: Overview][added: Overview]

This Compensation Discussion and Analysis describes Expedia Group’s executive compensation program as it relates to the following individuals who are “named executive officers” of Expedia Group for the fiscal year ended December 31, [removed: 2018:][added: 2019:]

| [removed: Name] [added: Name] | [removed: Position] [added: Position] With Expedia Group, [removed: Inc.] [added: Inc.] |

| Peter [removed: M.] Kern | Vice Chairman [added: and Chief Executive Officer] |

| Mark [removed: D.] Okerstrom | [added: Former] President and Chief Executive Officer |

| Robert [removed: J.] Dzielak | Chief Legal Officer and Secretary |

| Alan [removed: R.] Pickerill | [added: Former] Executive Vice President, Chief Financial Officer and Treasurer |

[removed: Compensation] [added: Compensation] Program Philosophy and [removed: Objectives][added: Objectives]

To that end, we believe that compensation packages provided to executive officers should generally include both annual cash (including performance-based bonus opportunities) and a significant [removed: longer term] [added: longer-term] equity-based component.

[removed: Roles] [added: Roles] of the Compensation Committee and Section 16 [removed: Committee][added: Committee]

[added: Historically,] Expedia Group has [added: had] a Compensation Committee and a Section 16 Committee that together [removed: have] [added: had] primary responsibility for establishing the compensation of Expedia Group’s named executive officers.

The Compensation Committee [removed: is] [added: was] responsible for (i) administering and overseeing Expedia Group’s executive compensation program, including salary matters, bonus plans and equity compensation plans, and (ii) approving all grants of equity awards, but excluding matters governed by Rule 16b-3 under the Exchange Act.

The Section 16 Committee [removed: is] [added: was] responsible for administering and overseeing matters governed by Rule 16b-3 under the Exchange Act, including approving grants of equity awards to executive officers.

The Compensation Committee is appointed by the Board of Directors and, with the exception of Ms. [removed: Coe,] [added: Coe during her tenure,] each member [removed: satisfies] [added: satisfied] the independence requirements for Compensation Committee members under the current standards imposed by the rules of the SEC and Nasdaq.

The Section 16 Committee [removed: is] [added: was] also appointed by the Board of Directors and [removed: consists] [added: consisted] entirely of directors who [removed: are] [added: were] “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.

[removed: Role] [added: Role] of Executive [removed: Officers][added: Officers]

[added: In the first quarter of 2019,] Mr. Diller and Mr. [removed: Okerstrom meet] [added: Okerstrom, then the Company’s Chief Executive Officer, met] with the Compensation Committees [removed: at least annually] to discuss their views on corporate performance, individual executive officer performance, and compensation packages for the executive team.

Mr. Okerstrom [removed: reviews] [added: reviewed] with the Compensation Committees the performance of Expedia Group and each named executive officer, other than himself and Messrs.

Diller and Kern, and [removed: makes] [added: made] recommendations with respect to the appropriate base salary, annual cash bonus and grants of long-term equity incentive awards.

Mr. Diller [removed: meets] [added: met] separately with the Compensation Committees to discuss [removed: his,] [added: his own,] Mr. Kern’s and Mr. Okerstrom’s performance, and to recommend an appropriate compensation package for Messrs.

The Compensation Committees then [removed: discuss] [added: discussed] each recommendation, with each of Messrs.

After considering these recommendations and other considerations discussed below, the Compensation Committees [removed: determine] [added: determined] the annual compensation package for each executive officer.

[removed: Role] [added: Role] of Compensation [removed: Consultants][added: Consultants]

In connection with the Company’s annual compensation review meetings in each of [removed: 2018] [added: 2019] and [removed: 2019, management retained] [added: 2020,] Compensia, Inc., an independent compensation consulting firm, [added: was retained] to conduct an independent review of the prior year’s compensation peer group for positions held by executive officers and to compile data from proxy statements and other SEC filings of peer [removed: companies regarding compensation for executive officer positions, where available.]

[removed: Okerstrom,][added: | Mark Okerstrom | \-- | \-- | $0 |]

A more detailed description of the compensation peer group review and use of survey and other data provided by compensation consultants is included below in the section titled [removed: “Role] [added: “*Role] of Peer Groups, Surveys and [removed: Benchmarking.”][added: Benchmarking*.”]

[removed: Role] [added: Role] of Stockholder Say-on-Pay [removed: Votes][added: Votes]

Expedia Group provides its stockholders with the opportunity to cast a triennial advisory vote on executive compensation (“say-on-pay”), which reflects the preference expressed by our stockholders in 2017 with respect to the frequency of the say-on-pay [removed: vote (“say-on-frequency”).][added: vote.]

At Expedia Group’s annual meeting of stockholders held in June 2017, [removed: a substantial majority] [added: 76%] of the votes cast on the say-on-pay proposal at that meeting were voted in favor of the proposal.

The Compensation [removed: Committees believe] [added: Committee believes] that the vote reflected stockholder support of Expedia Group’s approach to executive compensation, and, as such, did not make changes based on the 2017 vote.

Stockholders will again have an opportunity to cast a say-on-pay vote at the [removed: Company’s] 2020 [removed: annual meeting of stockholders.][added: Annual Meeting.]

[removed: Role] [added: Role] of Peer Groups, Surveys and [removed: Benchmarking][added: Benchmarking]

[removed: Management considers multiple] [added: Multiple] data sources [added: are considered] when reviewing compensation information to ensure that the data reflect compensation practices of relevant companies in terms of size, industry and geographic location.

Among other factors, [removed: management considers] the following information, when available, [removed: in connection with its recommendations to the Compensation Committees regarding] [added: is considered when establishing] compensation for executive officers:

| • | Data from salary and equity compensation surveys that include companies of a similar size, based on market capitalization, revenues and other [removed: factors; and] [added: factors.] |

| ◦ | data regarding compensation levels for all our [removed: employees.] [added: employees; and] |

When available, [removed: management considers] competitive market compensation paid by other peer group [removed: companies,] [added: companies is considered,] but [added: the Compensation Committee] does not attempt to maintain a certain target percentile within the peer group or otherwise rely solely on such [removed: data when making recommendations to the Compensation Committees regarding compensation for executive officers.][added: data.]

Management and the Compensation [removed: Committees] [added: Committee] strive to incorporate flexibility into the compensation programs and the assessment process to respond to and adjust for the evolving business environment and the value delivered by the executive officers.

For both [removed: 2018] [added: 2019] and [removed: 2019,] [added: 2020,] we engaged Compensia to conduct an initial review and make recommendations regarding peer group changes.

*2019 Named Executive Officers*.

| Eric Hart | Chief Financial Officer and Chief Strategy Officer |

| Lance Soliday | Senior Vice President, Chief Accounting Officer and Controller |

*2019 Chief Executive Officer and Chief Financial Officer Changes*.

On December 3, 2019, the Board of Directors accepted the resignation of Mark Okerstrom as Expedia Group’s President, Chief Executive Officer and member of the Board of Directors and of Alan Pickerill as Expedia Group’s Executive Vice President, Chief Financial Officer and Treasurer, in each case effective immediately.

The Board also approved the appointment of Eric Hart to serve as acting Chief Financial Officer, succeeding Mr. Pickerill, while continuing to serve as Expedia Group’s Chief Strategy Officer.

In connection with these changes, Chairman of the Board and Senior Executive, Barry Diller, and Vice Chairman of the Board, Peter Kern, agreed to jointly preside over the Company’s day to day operations.

Compensation arrangements for Messrs.

Okerstrom and Pickerill in connection with these changes are described in the section below titled *“Severance - Okerstrom and Pickerill Severance.”*

The Board of Directors disbanded the Section 16 Committee, effective July 26, 2019 and approved amendments to the Compensation Committee charter on September 10, 2019.

For additional details regarding the amended Compensation Committee charter, as well as changes to the composition of the Compensation Committee, see “*Board Committees - Compensation Committee”* and “*Board Committees - Section 16 Committee*” in Item 10, “*Directors, Executive Officers and Corporate Governance*.”

In the first quarter of 2020, a similar process was followed with respect to approval of the executive officer’s annual cash bonuses for 2019, except that Mr. Diller and Mr. Kern discussed corporate performance, individual executive officer performance and recommended compensation.

companies regarding compensation for executive officer positions, where available.

Compensia also advised the Compensation Committees with regard to a performance-based restricted stock unit award granted to Mr. Kern in March 2019, which is discussed below in the section titled “*Compensation Program Elements-Equity Compensation*.” Expedia Group also regularly uses non-customized survey or other data from a number of compensation consulting firms.

*Chairman/Senior Executive Peer Group*:

*Executive Officer Peer Group (other than Chairman/Senior Executive):*

| • | The removal of First Data Corporation due to its recent acquisition, as well as PayPal Holdings, Inc. and salesforce.com, inc. to better align on relative market capitalization, and |

| • | The addition of CenturyLink, Inc., Carnival Corporation & plc and Royal Caribbean Cruises Ltd., CBS Corporation, Discovery, Inc., Live Nation Entertainment, Inc., Twitter, Inc. and Uber Technologies, Inc. to bolster the size of the group to ensure robust market data for a range of executive positions, and to better align on relative size and value including criteria such as revenue and market capitalization. |

| • | The removal of Booking Holdings, Inc., Starbucks Corporation and Zillow Group, Inc. as in each case the executive chair had transitioned out of that role, as well as Twitter, Inc. because Twitter no longer publicly files compensation data for its executive chair; and |

| • | The addition of Best Buy Co., Inc., Carnival Corporation & plc, and Chipotle Mexican Grill, Inc. as each had a comparable executive chair role and to ensure that the peer group remains robust. |

Mr. Kern has not received a base salary since his appointment as an executive officer of the Company in June 2018.

| • | general economic conditions and specific company financial performance; |

*2019 Annual Compensation Review*.

Base salaries for Messrs.

Mr. Hart’s base salary was $425,000 at the time of his appointment as acting Chief Financial Officer and was not changed in connection with his assumption of that role.

At the time of his resignation as Chief Financial Officer of the Company in December 2019, Mr. Pickerill had a target cash bonus of 80% of his base salary.

*2019 Annual Cash Bonuses*

On February 28, 2020, the Compensation Committee approved annual cash bonuses for Messrs.

Dzielak, Hart and Soliday relating to performance in 2019.

Consistent with his compensation structure since his appointment as Vice Chairman, Mr. Kern did not receive a 2019 cash bonus and Mr. Diller indicated to the Compensation Committee that he did not wish to be considered for an annual bonus for 2019.

Based on the totality of these considerations, the 2019 bonus awards to each of the named executive officers varied as a percentage of their target bonus values, but in all cases were significantly lower than the prior year in light on the Company’s 2019 financial performance as compared to the prior year.

In addition, consistent with his employment agreement, Mr. Pickerill received a cash bonus for 2019 in connection with his termination of employment, which his described below in the section titled “*Severance - Okerstrom and Pickerill 2019 Severance*.”

The following table reflects 2019 target bonus percentages and values (taking into account salary and target bonus percentage changes during 2019), as well as actual 2019 bonuses paid for each named executive officer:

| | | | |

| --- | --- | --- | --- |

| | | | |

| | Target Bonus Percentage | Target Bonus Value | 2019 Annual Cash Bonus |

| Eric Hart | 80% | $210,042 | $100,000 |

| Lance Soliday | 50% | $168,920 | $127,000 |

| Alan Pickerill | 80% | $422,419 | $336,000 |

2018 Named Executive Officers.

Mr. Kern was appointed Vice Chairman of Expedia Group on June 20, 2018, succeeding Mr. Kaufman who continues to serve on our Board of Directors.

Upon his appointment, Mr. Kern resigned as a member of the Company’s Audit, Compensation and Section 16 Committees, but remained as a member of the Board of Directors and was appointed to the Executive Committee of the Board of Directors.

Prior to his appointment as Vice Chairman, Mr. Kern received standard Expedia Group non-employee director compensation as described in the section below titled “Compensation of Directors,” but ceased to receive such compensation upon his appointment as Vice Chairman.

On August 17, 2018, Mr. Kern received an initial long-term equity award in connection with his appointment as Vice Chairman, which is described in the section below titled “Other 2018 Compensation Approvals-Initial Kern Equity Award.” Mr. Kern does not receive salary or cash bonus compensation for his service as an Expedia Group executive.

Ms. Clinton was appointed to the Compensation Committees on June 20, 2018, replacing Mr. Kern.

The Compensation Committee currently consists of Ms. Clinton, Ms. Coe, Mr. Dolgen, and Mr. Jacobson, and the Section 16 Committee currently consists of Ms. Clinton, Mr. Dolgen, and Mr. Jacobson.

Mr. Dolgen and Mr. Jacobson are Co-chairmen of the Compensation Committees.

Compensia also advised the Compensation Committees with regard to certain performance-based, long-term equity awards granted to Messrs.

Dzielak and Pickerill in connection with the Company’s 2018 annual compensation review, as well as the initial restricted stock unit award granted to Mr. Kern in August 2018, which are discussed below in the section titled “Compensation Program Elements-Equity Compensation.”

Expedia Group also regularly uses non-customized survey or other data from a number of compensation consulting firms.

| | | |

| --- | --- | --- |

| Adobe Systems Incorporated | | PayPal Holdings, Inc. |

| Intuit Inc. | | |

Mr. Kern does not receive a base salary from the Company.

| • | general economic conditions; |

2018 Annual Compensation Review.

Other than Messrs.

Pickerill and Dzielak, the Compensation Committee did not approve any changes to the base salaries of the named executive officers in connection with the 2018 annual compensation review.

Messrs.

2018 Annual Cash Bonuses.

On February 28, 2019, the Compensation Committee approved cash bonuses for each individual named executive officer, other than Mr. Kern, relating to performance in 2018.

The Committee considered a variety

of factors when approving 2018 bonuses, including the factors noted above, as well as the following financial and operational considerations:

| • | Strategic Initiatives: The Company’s launch of a new Expedia Group identity and alignment around new purpose, vision, guiding principles and strategic imperatives, including a focus on expansion efforts in identified priority markets, and Expedia Group platform capabilities. |

| • | Lodging Portfolio Growth: The Company accelerated the expansion of its supply footprint and functionality, including adding approximately 200,000 new properties and integrating an additional 218,000 HomeAway properties, pushing the total property count on the Expedia Group platform to over 1 million. |

Based on these considerations (and in the cases of Messrs.

Dzielak and Pickerill, their higher base salary levels), the 2018 bonus to each of the named executive officers receiving such bonuses was significantly higher than the prior year.

In March 2018, the Company completed its 2018 annual compensation review process and, based on management’s recommendation, the Compensation Committees approved the following compensation matters for the named executive officers:

2018 Annual Review Equity Awards.

The Section 16 Committee granted 81,004 stock options to Mr. Dzielak (as well as an award of 12,747 restricted stock units in connection with Mr. Dzielak’s entry into a new employment agreement, which is described in the section titled “Other 2018 Compensation Approvals - New Employment Agreement for Mr. Dzielak”).

Having elected to receive his 2018 annual review equity compensation in the form of both stock options and restricted stock units under the Company’s equity choice program, the Section 16 Committee granted Mr. Pickerill 40,502 stock options and 10,125 restricted stock units.

The 2018 annual review stock options and restricted stock units vest annually over four years and the stock options have a $104.50 exercise price (the closing price of the Company's common stock on the grant date) and a seven-year term.

In approving equity awards, the Section 16 Committee considered, with input from the Chief Executive Officer, the individual performance of Messrs.

2018 Special Long-Term Equity Awards.

The Section 16 Committee also approved the following long-term equity awards to Messrs.

Okerstrom, Dzielak and Pickerill:

The exercise price for the 2018 Special Stock Option Awards is $104.50 per share (the closing price of Expedia Group’s common stock on the date of grant), and each stock option has a seven-year term.

The Company engaged Compensia to evaluate various long-term incentive alternatives and make recommendations to the Committees.

[removed: Equity] [added: Equity] Compensation Plan [removed: Information][added: Information]

The following table summarizes information, as of December 31, [removed: 2018,] [added: 2019,] relating to [removed: Expedia Group’s] [added: Expedia’s] equity compensation plans pursuant to which grants of stock options, restricted stock, RSUs or other rights to acquire shares may be granted from time to time.

| [removed: Plan Category] [added: Plan Category] | [removed: Number] [added: Number] of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and [removed: Rights (A)(1) |] [added: Rights (A)(1)] | [removed: Weighted-Average] [added: Weighted- Average] Exercise Price of Outstanding Options, Warrants and [removed: Rights ($)(B) | |] [added: Rights ($)(B)] | [removed: Number] [added: Number] of Securities Remaining Available for Issuance Under Equity Compensation Plans (Excluding Securities Reflected in [removed: Column (A))(C) | |] [added: Column (A))(C)] |

| Equity compensation plans [added: not] approved by security [removed: holders(2) | 17,605,009 | | 100.074 | | (3)] [added: holders(5)] | [removed: 8,508,042] [added: 3,404] | [added: —(6)] | [removed: (4)] [added: 96,315] |

| Equity compensation plans [removed: not] approved by security [removed: holders(5) | 2,372 | | — | | (6)] [added: holders(2)] | [removed: 97,347] [added: 13,053,273] | [added: 102.945(3)] | [added: 7,451,740(4)] |

| (1) | [removed: Information excludes: (i) 95,165] [added: Excludes 61,504] securities with a weighted-average exercise price of [removed: $107.404] [added: $108.488] to be issued upon the exercise of outstanding stock options, [removed: and (ii) 75,354 securities issuable in connection with restricted stock units for] which [removed: there is no related exercise price, both of which] were granted pursuant to plans assumed by the Company in connection with the [removed: acquisitions] [added: acquisition] of [removed: Orbitz Worldwide, Inc. and] HomeAway, Inc. |

| (2) | Information relating to the Expedia Group 2005 Plan, and the Expedia Group, Inc. Employee Stock Purchase Plans [removed: (“ESPP”).] [added: (“*ESPP*”).] |

| (3) | Excludes the following equity-based awards outstanding as of December 31, [removed: 2018:] [added: 2019:] (i) [removed: 2,685,312] [added: 4,130,355] securities issuable in connection with RSUs for which there is no related exercise price; (ii) grants of [removed: 45,094] [added: 33,581] SARs with a weighted-average exercise price of [removed: $98.093;] [added: $105.431;] and (3) grants of [removed: 8,162] [added: 17,364] cash-settled RSUs. |

| (4) | [removed: Information includes 7,723,671] [added: Includes 6,844,939] securities remaining available for issuance under the Expedia Group 2005 Plan, and [removed: 784,371] [added: 606,801] securities remaining available for issuance under the ESPP. |

[removed: Beneficial] [added: Beneficial] Ownership [removed: Table][added: Table]

The following table presents information as of April [removed: 19, 2019] [added: 13, 2020] relating to the beneficial ownership of Expedia Group’s capital stock by (i) each person or entity known to the Company to own beneficially more than 5% of the outstanding shares of Expedia Group’s common stock and Class B common stock, (ii) each current director of Expedia Group, (iii) each named executive officer, and (iv) all executive officers and directors of Expedia Group, as a group.

Unless otherwise indicated, beneficial owners listed in the table may be contacted at Expedia Group’s corporate headquarters at [removed: 333 108th Avenue N.E., Bellevue,] [added: 1111 Expedia Group Way W., Seattle,] Washington [removed: 98004.][added: 98119.]

As of April [removed: 19, 2019,] [added: 13, 2020,] there were [removed: 136,007,689] [added: 135,454,247] and [removed: 12,799,999] [added: 5,523,452] shares of Expedia Group common stock and Class B common stock, respectively, outstanding.

For each beneficial owner listed, the number of shares of Expedia Group common stock and the percentage of each such class listed assumes the conversion or exercise of any Expedia Group equity securities owned by such owner that are or will become exercisable, and the vesting of any Expedia Group stock options and/or RSUs that will vest, within 60 days of April [removed: 19, 2019,] [added: 13, 2020,] but does not assume the conversion, exercise or vesting of any such equity securities owned by any other [removed: owner, nor does it include the impact of the Proposed Liberty Expedia Transaction, which is described in the section below titled “Recent Developments” in Item 13, “Certain Relationships and Related Person Transactions, and Director Independence.” Shares of Expedia Group Class B common stock may, at the option of the holder, be converted on a one-for-one basis into shares of Expedia Group common stock.][added: owner.]

See [removed: “Recent Developments”] [added: “*New Governance Agreement*”] in Item [removed: 13, “Certain] [added: 13 “*Certain] Relationships and Related Person Transactions, and Director [removed: Independence”] [added: Independence—Relationships Involving Significant Stockholders, Named Executive Officers and Directors—Relationships Involving Mr. Diller”*] below for a description of the [removed: Proposed Liberty Expedia Transaction] [added: Purchase/Exchange Right (as defined below)] and its potential effect on the Company’s ownership structure.

| | [removed: Common Stock |] [added: Common Stock] | | [removed: Class] [added: Class] B Common [removed: Stock |] [added: Stock] | | [removed: Percent] [added: Percent] (%) of Votes (All [removed: Classes)] [added: Classes)] |

| [removed: Beneficial Owner | Shares |] [added: Beneficial Owner] | [removed: %] [added: Shares] | [removed: Shares] [added: %] | [added: Shares] | [removed: %] [added: %] | |

| The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | [removed: 12,087,346 | (3)] [added: 15,569,130(1)] | [removed: 8.89] [added: 11.49] | — | [removed: |] — | [removed: 4.58] [added: 5.9] |

| PAR Investment Partners, L.P. 200 Clarendon Street, Fl 48 Boston, MA 02116 | [removed: 7,964,254 | (4)] [added: 7,898,413(3)] | [removed: 5.86] [added: 5.8] | — | [removed: |] — | [removed: 3.02] [added: 3.0] |

| BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | [removed: 7,832,787 | (5)] [added: 9,802,061(2)] | [removed: 5.76] [added: 7.2] | — | [removed: |] — | [removed: 2.97] [added: 3.7] |

| Peter M. Kern | [removed: 68,296 | (7)] [added: 92,174(7)] | * | — | [removed: |] — | * |

| Susan C. Athey | [removed: 3,887 | (9)] [added: 3,454(9)] | * | — | [removed: |] — | * |

| A. George “Skip” Battle | [removed: 44,370 | (10)] [added: 46,362(10)] | * | — | [removed: |] — | * |

| Chelsea Clinton | [removed: 3,133 | (12)] [added: 5,768(11)] | * | — | [removed: |] — | * |

| Craig A. Jacobson | [removed: 33,780 | (15)] [added: 32,472(13)] | * | — | [removed: |] — | * |

| Alan [removed: R.] Pickerill | [removed: 50,506 | (21)] [added: 85,347(21)] | * | — | [removed: |] — | * |

| All current executive officers, directors and director [removed: nominees] [added: nominees, and former executive officers who served in 2019,] as a group [removed: (17] [added: (16] persons) | [removed: 32,601,422 | (22)] [added: 2,964,110(22)] | [removed: 21.57] [added: 2.2] | 12,799,999 | [removed: |] 100.00 | [removed: 55.49] [added: 49.3] |

| [removed: (3)] [added: (1)] | Based on information filed on Amendment No. 6 to Schedule 13G with the SEC on February [removed: 11, 2019] [added: 12, 2020] by The Vanguard Group, reporting sole voting power over [removed: 147,171] [added: 216,034] shares of common stock, shared voting power over [removed: 29,570] [added: 44,612] shares of common stock, sole dispositive power over [removed: 11,914,060] [added: 15,321,487] shares of common stock and shared dispositive power over [removed: 173,286] [added: 247,643] shares of common stock. [removed: The Schedule 13G/A filed by the reporting person provides information as of December 31, 2018 and, consequently, the beneficial ownership of the reporting person may have changed between such date and the date of this Form 10-K/A.] |

| [removed: (4)] [added: (3)] | Based on information filed on Amendment No. [removed: 3] [added: 2] to Schedule 13G with the SEC on February 14, [removed: 2019] [added: 2020] by PAR Investment Partners, L.P., PAR Group II, L.P. and PAR Capital Management, Inc. reporting sole voting power and sole dispositive power over [removed: 7,964,254] [added: 7,898,413] shares of common stock. [removed: The Schedule 13G/A filed by the reporting person provides information as of December 31, 2018 and, consequently, the beneficial ownership of the reporting person may have changed between such date and the date of this Form 10-K/A.] |

| [removed: (5)] [added: (2)] | Based on information filed on Amendment No. 2 to Schedule 13G with the SEC on February [removed: 4, 2019] [added: 5, 2020] by BlackRock, Inc. reporting sole voting power over [removed: 6,854,609] [added: 8,615,112] shares of common stock and sole dispositive power over [removed: 7,832,787] [added: 9,802,061] shares of common stock. [removed: The Schedule 13G/A filed by the reporting person provides information as of December 31, 2018 and, consequently, the beneficial ownership of the reporting person may have changed between such date and the date of this Form 10-K/A.] |

| [removed: (6)] [added: (5)] | [removed: 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) [removed: 5,083,900] [added: 8,558] shares of common stock [removed: owned by Mr. Diller,] [added: held directly,] (ii) options to purchase [removed: 537,500] [added: 512,500] shares of common stock held by Mr. Diller that are exercisable within 60 days of April [removed: 16, 2019,] [added: 13, 2020 and 2,537 RSUs that will vest within 60 days of April 13, 2020,] (iii) [added: 5,083,900 shares of Class B common stock held by Mr. Diller, (iv)] 439,552 shares of [added: Class B] common stock held by a private foundation as to which Mr. Diller disclaims beneficial [removed: ownership, (iv) 11,076,672 shares of common stock held by Liberty Expedia Holdings (see footnote 1 above)] [added: ownership] and (v) [removed: 12,799,999] [added: 7,276,547] shares of Class B common stock [removed: held by a wholly owned subsidiary] [added: that Mr. Diller may have the right to acquire within 60 days] of [removed: Liberty Expedia Holdings (see footnote 2 above).] [added: April 13, 2020 pursuant to the New Governance Agreement.] 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 [removed: 66,279.723] [added: 90,906.723] (unrounded) shares of common stock held by Mr. Kern, [added: all] of which [removed: 53,635 shares] were pledged as part of collateral to secure a loan account to Morgan Stanley Private Bank, [removed: N.A.,] [added: N.A.] and [removed: 2,016] [added: 1,268] RSUs that will vest within 60 days of April [removed: 19, 2019.] [added: 13, 2020.] Mr. Kern also holds [added: 25,459 American Depository Shares of trivago N.V. and] options to purchase [removed: 91,264] [added: 157,815] American Depository Shares of trivago N.V. that are exercisable within 60 days of April [removed: 19, 2019,] [added: 13, 2020,] which represents less than 1% of the outstanding Class A shares of trivago N.V. |

| [removed: (8)] [added: (14)] | Consists of [removed: 65,001] [added: 427,677] shares of common stock held by Mr. [removed: Okerstrom,] [added: Khosrowshahi,] of which [removed: 48,892] [added: 346,198] shares were pledged as collateral to secure a revolving line of credit account to Morgan Stanley [removed: Private] Bank, [removed: N.A. and] [added: N.A., 21,910 shares of common stock held by a trust as to which Mr. Khosrowshahi disclaims beneficial ownership,] options to purchase [removed: 706,250] [added: 450,000] shares of common stock that are exercisable within 60 days of April [removed: 19, 2019.] [added: 13, 2020, and 1,412 RSUs that will vest within 60 days of April 13, 2020.] |

| (9) | Consists of [removed: 1,871] [added: 1,462] shares of common stock held by Ms. Athey, and [removed: 2,016] [added: 1,992] RSUs that will vest within 60 days of April [removed: 19, 2019.] [added: 13, 2020.] |

| (10) | Consists of [removed: 42,354] [added: 44,370] shares of common stock held by Mr. Battle, and [removed: 2,016] [added: 1,992] RSUs that will vest within 60 days of April [removed: 19, 2019.] [added: 13, 2020.] |

| (11) | Consists of [removed: 682] [added: 3,776] shares of common stock held by Ms. [removed: Chun,] [added: Clinton,] and [removed: 688] [added: 1,992] RSUs that will vest within 60 days of April [removed: 19, 2019. Excludes shares of common stock and Class B common stock held by Liberty Expedia Holdings, as to which Ms. Chun disclaims beneficial ownership.] [added: 13, 2020.] |

| [removed: (12)] [added: (13)] | Consists of [removed: 1,866] [added: 30,480] shares of common stock held by [removed: Ms. Clinton,] [added: Mr. Jacobson,] and [removed: 1,267] [added: 1,992] RSUs that will vest within 60 days of April [removed: 19, 2019.] [added: 13, 2020.] |

| [removed: (15)] [added: (18)] | Consists of [removed: 31,764] [added: 5,474] shares of common stock held by Mr. [removed: Jacobson,] [added: Hart, options to purchase 77,284 shares of common stock that are exercisable within 60 days of April 13, 2020] and [removed: 2,016] [added: 253] RSUs that will vest within 60 days of April [removed: 19, 2019.] [added: 13, 2020.] |

| [removed: (16)] [added: (19)] | Consists of [removed: 76,806] [added: 6,496] shares of common stock held by Mr. [removed: Kaufman,] [added: Soliday,] options to purchase [removed: 37,500] [added: 41,580] shares of common stock [removed: and 2,016 RSUs] that are exercisable [removed: or] [added: within 60 days of April 13, 2020, and 228 RSUs that] will vest within 60 days of April [removed: 19, 2019.] [added: 13, 2020.] |

| [removed: (19)] [added: (15)] | Consists of [removed: 4,088] [added: 7,980] shares of common stock held by Mr. von Furstenberg, [removed: 2,016] [added: 1,992] RSUs that will vest within 60 days of April [removed: 19, 2019,] [added: 13, 2020] and 439,552 shares [added: of Class B common stock] held by a private foundation over which Mr. von Furstenberg has certain voting and disposition authority. [removed: Excludes shares of common stock and Class B common stock held by Liberty Expedia Holdings, as to which Mr. von Furstenberg disclaims beneficial ownership.] |

| | | | |

| --- | --- | --- | --- |

| | | | |

| | | | |

| Total | 13,056,677 | | 7,548,055 |

| (5) | Includes the Director Deferred Compensation Plan, as described in *"Non-Employee Director Deferred Compensation Plan"* in Item 11*.* |

Shares of Expedia Group Class B common stock may, at the option of the holder, be converted on a one-for-one basis into shares of Expedia Group common stock.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| | | | | | |

| Melvin Capital Management LP. 535 Madison Avenue, 22nd Floor New York, NY 10022 | 6,835,486(4) | 5.0 | — | — | 2.6 |

| Barry Diller | 523,595(5) | * | 12,799,999(5) | 100.0 | 48.7 |

| *Beneficial Ownership Excluding Shares Subject to the New Governance Agreement Purchase/Exchange Right* | 523,595(6) | * | 5,523,452(6) | 100.0 | 29.2 |

| Samuel Altman | 20,000(8) | * | — | — | * |

| Jon T. Gieselman | 2,393(12) | * | — | — | * |

| Dara Khosrowshahi | 900,999(14) | * | — | — | * |

| Alexander von Furstenberg | 9,972(15) | * | 439,552(14) | 3.4 | 1.7 |

| Julie Whalen | 693(16) | * | — | — | * |

| Robert J. Dzielak | 348,941(17) | * | — | — | * |

| Eric Hart | 83,011(18) | * | — | — | * |

| Lance Soliday | 48,304(19) | * | — | — | * |

| Mark Okerstrom | 760,625(20) | * | — | — | * |

| | | | | | |

| (4) | Based on information filed on Schedule 13G with the SEC on March 6, 2020 by Melvin Capital Management LP reporting shared voting power of 6,835,486 shares of common stock and shared dispositive power over 6,835,486 shares of common stock. |

| (6) | Excludes shares of Class B common stock that Mr. Diller may have the right to acquire within 60 days of April 13, 2020 pursuant to the New Governance Agreement. 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. |

| (8) | Consists of 20,000 shares of common stock held by Mr. Altman. |

| (12) | Consists of 2,393 shares of common stock held by Mr. Gieselman. |

| (16) | Consists of 693 RSUs granted to Ms. Whalen that will vest within 60 days of April 13, 2020. |

| (17) | Consists of 34,546 shares of common stock held by Mr. Dzielak, options to purchase 313,253 shares of common stock that are exercisable within 60 days of April 13, 2020 and 1,142 RSUs that will vest within 60 days of April 13, 2020. |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | 17,607,381 | | | | | 8,605,389 | | |

| (5) | The Director Deferred Compensation Plan. |

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Liberty Expedia Holdings, Inc. 12300 Liberty Blvd. Englewood, CO 80112 | 23,876,671 | (1) | 16.05 | 12,799,999 | (2) | 100.00 | 52.68 |

| Barry Diller | 29,937,623 | (6) | 20.05 | 12,799,999 | (2) | 100.00 | 54.86 |

| Mark D. Okerstrom | 771,251 | (8) | * | — | | — | * |

| Courtnee A. Chun | 1,370 | (11) | * | — | | — | * |

| Pamela L. Coe | 6,442 | (13) | * | — | | — | * |

| Jonathan L. Dolgen | 70,930 | (14) | * | — | | — | * |

| Victor A. Kaufman | 116,322 | (16) | * | — | | — | * |

| Dara Khosrowshahi | 1,135,508 | (17) | * | — | | — | * |

| Christopher W. Shean | 6,442 | (18) | * | — | | — | * |

| Alexander von Furstenberg | 445,656 | (19) | * | — | | — | * |

| Robert J. Dzielak | 299,012 | (20) | * | — | | — | * |

| (1) | Based on information filed on an Amendment No. 3 to Schedule 13D with the SEC on April 16, 2019, by Liberty Expedia Holdings and Barry Diller (the “LEXE/Diller 13D/A”). Consists of (i) 11,076,672 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. The Schedule 13D/A filed by the reporting person provides information as of April 15, 2019 and, consequently, the beneficial ownership of the reporting person may have changed between such date and the date of this Form 10-K/A. |

| (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. |

| (13) | Consists of 4,426 shares of common stock held by Ms. Coe, and 2,016 RSUs that will vest within 60 days of April 19, 2019. 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 68,681 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 2,016 RSUs that will vest within 60 days of April 19, 2019. |

| (17) | Consists of (i) 412,910 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 700,000 shares of common stock that are exercisable within 60 days of April 19, 2019, (iii) 688 RSUs that will vest within 60 days of April 19, 2019, and (iv) 21,910 shares of common stock held by a trust as to which Mr. Khosrowshahi disclaims beneficial ownership. |

| (18) | Consists of 4,426 shares of common stock held by Mr. Shean, and 2,016 RSUs that will vest within 60 days of April 19, 2019. Excludes shares of common stock and Class B common stock held by Liberty Expedia Holdings, as to which Mr. Shean disclaims beneficial ownership. |

[removed: Review] [added: Review] and Approval or Ratification of Related Person [removed: Transactions][added: Transactions]

[removed: Relationships] [added: Relationships] Involving Significant Stockholders, Named Executive Officers and [removed: Directors][added: Directors]

[removed: Relationships] [added: Relationships] Involving Mr. [removed: Diller][added: Diller]

Mr. Diller is [removed: the] Chairman and Senior Executive of Expedia Group.

[removed: Relationships] [added: Relationships] Involving Expedia Group and Liberty [removed: Expedia Holdings][added: Expedia]

Under the [added: Former] Governance Agreement, Liberty Expedia [removed: Holdings has] [added: had] the right to nominate up to a number of directors equal to 20% of the total number of the directors on the Board (rounded up to the next whole number if the number of directors on the Board [removed: is] [added: were] not an even multiple of five) and [removed: has] [added: had] certain rights regarding committee participation, so long as [added: Liberty Expedia satisfied] certain stock ownership [removed: requirements applicable to Liberty Expedia Holdings are satisfied.][added: requirements.]

The [added: Former] Governance Agreement also [removed: provides that if] [added: provided Liberty] Expedia [added: with preemptive rights in connection with issuances and proposed issuances by Expedia] Group [removed: issues or proposes to issue] [added: of] shares of Expedia Group common stock [removed: or Expedia Group] [added: and] Class B common [removed: stock, Liberty Expedia Holdings has preemptive rights] [added: stock] that generally [removed: entitle] [added: entitled] it to purchase [added: for cash] a number of shares, subject to a cap, so [removed: that Liberty Expedia Holdings will] [added: as to] maintain the same ownership interest in Expedia Group that Liberty Expedia [removed: Holdings] held immediately prior to [removed: such] [added: the] issuance or proposed issuance.

[added: *Liberty Expedia Transaction.*] On April [removed: 16,] [added: 15,] 2019, Expedia Group [removed: announced that, on April 15, 2019, it] entered into an Agreement and Plan of [removed: Merger] [added: Merger, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of June 5, 2019] (the [removed: “Merger Agreement”)] [added: “*Merger Agreement*”),] with Liberty [removed: Expedia Holdings,] [added: Expedia,] LEMS I LLC, a Delaware limited liability company and a wholly owned subsidiary of [removed: the Company (“Merger LLC”),] [added: Expedia Group (“*Merger LLC*”),] and LEMS II Inc., a Delaware corporation and a wholly owned subsidiary of Merger LLC [removed: (“Merger Sub”)] [added: (“*Merger Sub*”),] and certain other related agreements (the [removed: “Proposed] [added: “*Liberty Expedia Transaction*”)*.* The Merger Agreement provided for, among other things (i) the merger of Merger Sub with and into] Liberty Expedia [removed: Transaction”).][added: (the “*Merger*”), with Liberty Expedia surviving the Merger as a wholly owned subsidiary of Merger LLC, and (ii) immediately following the Merger, the merger of Liberty Expedia (as the surviving corporation in the Merger) with and into Merger LLC (the “*Upstream Merger*”, and together with the Merger, the “*Combination*”), with Merger LLC surviving the Upstream Merger as a wholly owned subsidiary of Expedia Group.]

[removed: Pursuant to] [added: At] the [added: effective time of the] Merger [removed: Agreement,] [added: (the “*Effective Time*”),] each share of Series A common stock, par value $0.01 per share, of Liberty Expedia [removed: Holdings] [added: (the “*Liberty Expedia Series A common stock*”)] and Series B common stock, par value $0.01 per share, of Liberty Expedia [removed: Holdings (together, the “Liberty] [added: (the “*Liberty] Expedia [removed: Holdings] [added: Series B] common [removed: stock”)] [added: stock*”)] issued and outstanding immediately prior to the [removed: effective time of the Merger (the “Effective Time”)] [added: Effective Time] (except for shares held by Liberty Expedia [removed: Holdings] as treasury stock or held directly by [removed: the Company) will be] [added: Expedia Group) was] converted into the right to receive [removed: 0.36 of] a [removed: share] [added: number] of [removed: Company] [added: shares of Expedia Group] common stock [removed: plus cash (without interest)] [added: such that each holder of record of shares of Liberty Expedia Series A common stock or Liberty Expedia Series B common stock had the right to receive,] in [removed: lieu] [added: the aggregate, a number] of [removed: any fractional] shares of [added: Expedia Group common stock equal to the product of the total number of shares of such series of Liberty Expedia Series A common stock and Liberty Expedia Series B common stock held of record by such holder immediately prior to the Merger multiplied by an exchange ratio equal to 0.36, with such product]

[removed: Simultaneously with the entry into the Merger Agreement,] [added: | • |] Barry Diller, The Diller Foundation d/b/a The Diller - von Furstenberg Family Foundation (the [removed: “Family Foundation”),] [added: “*Family Foundation*”),] Liberty Expedia [removed: Holdings] and [removed: the Company] [added: Expedia Group] entered into an Exchange Agreement (the [removed: “Exchange Agreement”) pursuant to which (and agreed by Mr. Diller to be deemed to be in recognition and in lieu of Mr. Diller’s existing rights under the Governance Agreement (as defined above) and the Stockholders][added: “*Exchange Agreement*”); |]

[removed: Agreement (as defined above)),] [added: On July 26, 2019, pursuant to the Exchange Agreement,] immediately prior to [removed: and conditioned upon] the closing of the [removed: Combination,] [added: Liberty Expedia Transaction,] Mr. Diller [removed: and, if] [added: and] the Family Foundation [removed: so elects, the Family Foundation, are expected to exchange] [added: exchanged] with Liberty Expedia [removed: Holdings up to approximately 5.7 million] [added: 5,523,452] shares of [removed: Company] [added: Expedia Group] common stock, for the same number of shares of Class B common stock [removed: held by Liberty Expedia Holdings (the] [added: (such] shares of Class B common [removed: stock acquired by Mr. Diller and the Family Foundation pursuant to the Exchange Agreement, collectively referred to as] [added: stock, collectively,] the [removed: “Original Shares”).][added: “*Original Shares*”) held by Liberty Expedia.]

Assuming the [removed: exchange] [added: exercise in full] by Mr. Diller [removed: and the Family Foundation] of [removed: a total of approximately 5.7 million shares of Company common stock for an equal number of shares of Class B common stock,] the [added: Purchase/Exchange Right, the] Original Shares [added: and Additional Shares] would [added: collectively] represent approximately [removed: 29%] [added: 50.0%] of the total voting power of all [removed: shares of Company common stock and Class B common stock, based on approximately 140 million] [added: outstanding] shares of [removed: Company] [added: Expedia Group] common stock and [removed: approximately 5.7 million shares of] Class B common stock [removed: currently expected to be outstanding at the closing] [added: as] of [removed: the Combination.][added: April 13, 2020.]

[removed: New] [added: *New] Governance [removed: Agreement][added: Agreement*.]

[removed: Simultaneously with the entry into the Merger Agreement,] [added: Pursuant to] the [removed: Company and Mr. Diller entered into a Second Amended and Restated Governance Agreement (the “New] [added: New] Governance [removed: Agreement”), which provides, among other things, that] [added: Agreement,] Mr. Diller [removed: may exercise a] [added: has the] right (the [removed: “Purchase/Exchange Right”) during the nine month period following the closing of the Combination (and agreed by Mr. Diller to be deemed] [added: “*Purchase/Exchange Right*”), previously exercisable through April 26, 2020, from time] to [removed: be] [added: time] in [removed: recognition and] [added: whole or] in [removed: lieu of Mr. Diller’s existing rights under the Governance Agreement (as defined above) and the Stockholders Agreement (as defined above)),] [added: part,] to (1) exchange with [removed: the Company] [added: Expedia Group] (or its wholly owned subsidiary) an equivalent number of shares of [removed: Company] [added: Expedia Group] common stock for, or (2) purchase from [removed: the Company] [added: Expedia Group] (or its wholly owned subsidiary), at a price per share equal to the average closing price of [removed: Company] [added: Expedia Group] common stock for the five trading days immediately preceding notice of exercise, up to a number of shares of Class B common stock equal to [removed: (1) 12,799,999 minus (2) the number of Original Shares (the] [added: 7,276,547 (any] shares acquired pursuant to the Purchase/Exchange Right, the [removed: “Additional Shares”).][added: “*Additional Shares*”).]

The foregoing assumes that Mr. Diller exercises [added: in full] his right to acquire the Additional Shares solely by exchanging shares of [removed: Company] [added: Expedia Group] common stock acquired in the open market (or otherwise, other than from [removed: the Company).][added: Expedia Group).]

[removed: If] [added: Were] Mr. Diller [removed: acquires] [added: to acquire] the Additional Shares through cash purchases directly from [removed: the Company] [added: Expedia Group] (or its wholly owned subsidiary), the Original Shares and Additional Shares would collectively represent approximately [removed: 48%] [added: 48.6%] of the total voting power of all outstanding shares of [removed: Company] [added: Expedia Group] common stock and Class B common [removed: stock.][added: stock as of April 13, 2020.]

Prior to the transfer of any Additional Shares, a transferee must deliver a proxy granting Mr. Diller sole voting control over such shares and deliver a joinder agreement agreeing to be bound by certain terms of the [removed: New] Governance Agreement.

Subject to limited exceptions, any transferred Additional Shares over which Mr. Diller does not maintain sole voting control will be automatically converted into shares of [removed: Company] [added: Expedia Group] common stock.

All Additional Shares will be automatically converted into shares of [removed: Company] [added: Expedia Group] common stock immediately following the earliest of (a) Mr. Diller’s death or disability; (b) such time as Mr. Diller no longer serves as Chairman or Senior Executive of [removed: the Company,] [added: Expedia Group,] other than as a result of his removal (other than for “cause” as defined in the [removed: New] Governance Agreement) or failure to be nominated or elected when he is willing to serve in such position; and (c) aggregate transfers by Mr. Diller (or certain limited permitted transferees of Mr. Diller) of Original Shares exceeding 5% of the outstanding voting power of [removed: the Company.][added: Expedia Group.]

[removed: The automatic conversion features described above] [added: These requirements] negotiated by the [removed: Expedia Group] Special Committee and agreed to by Mr. Diller under the New Governance Agreement [removed: do] [added: did] not exist under the [added: Former] Governance Agreement.

Additionally, subject to limited exception, no current or future holder of Original Shares or Additional Shares may participate in, or vote in favor of, or tender shares into, any change of control transaction involving at least 50% of the outstanding shares or voting power of capital stock of [removed: the Company,] [added: Expedia Group,] unless such transaction provides for the same per share consideration and mix of consideration (or election right) and the same participation rights for shares of [removed: Class B] [added: Expedia Group] common stock and [removed: shares of Company] [added: Class B] common stock.

[removed: At] [added: The New Governance Agreement also provided that, at] the first annual meeting of the [removed: Company’s] [added: Expedia Group] stockholders following the closing of the [removed: Combination] [added: Liberty Expedia Transaction] and for which a preliminary proxy statement [removed: has] [added: had] not [removed: yet] been filed prior to the [removed: Effective Time,] [added: closing of] the [removed: Company intends to] [added: Liberty Expedia Transaction, Expedia Group would] propose, and Mr. Diller [removed: has agreed to] [added: would] vote in favor of, a proposal to amend [removed: its] [added: Expedia Group’s] Certificate of Incorporation to reflect the aforementioned transfer [removed: restrictions,] [added: restrictions and provisions providing for] automatic conversion [removed: provisions and change-of-control] [added: of certain shares of Expedia Group Class B common stock, as well as the] restrictions [added: in respect of certain change-of-control transactions,] reflected in the New Governance [removed: Agreement.][added: Agreement, which proposal was approved by stockholders at the Company’s 2019 Annual Meeting of Stockholders on December 3, 2019.]

Simultaneously with [removed: the Company’s] [added: Expedia Group’s] entry into the Merger Agreement, certain additional related agreements were entered into, including:

| • | [removed: A Stockholders Agreement Termination Agreement, by and among] Mr. Diller, Liberty Expedia [removed: Holdings] and certain wholly owned subsidiaries of Liberty Expedia [removed: Holdings,] [added: entered into a Stockholders Agreement Termination Agreement,] pursuant to which the [added: former] Stockholders Agreement [removed: (including the] [added: between Mr.] Diller [removed: Proxy) will terminate at] [added: and Liberty Expedia terminated on July 26, 2019, upon] the closing of the [removed: Combination;] [added: Liberty Expedia Transaction; and] |

| • | [removed: A Governance Agreement Termination Agreement, by and among] Mr. Diller, [removed: the Company,] [added: Expedia Group,] Liberty Expedia [removed: Holdings] and certain wholly owned subsidiaries of Liberty Expedia [removed: Holdings,] [added: entered into a Governance Agreement Termination Agreement,] pursuant to which the [added: Amended and Restated] Governance [removed: Agreement will terminate at] [added: Agreement, dated as of December 20, 2011, as amended, among Expedia Group, Liberty Expedia, Mr. Diller and certain wholly owned subsidiaries of Liberty Expedia (the “*Former Governance Agreement*”), terminated as to Liberty Expedia on July 26, 2019, upon] the closing of the [removed: Combination;] [added: Liberty Expedia Transaction.] |

| • | An Assumption and Joinder Agreement to Tax Sharing Agreement by and among [removed: the Company, Liberty] Expedia [removed: Holdings] [added: Group, Liberty Expedia’s] and Qurate, pursuant to which [removed: the Company agrees] [added: Expedia Group agreed] to assume, effective at the closing of the Combination, Liberty [removed: Expedia Holdings’] [added: Expedia’s] rights and obligations under the Tax Sharing Agreement, dated as of November 4, 2016, by and between Qurate and Liberty [removed: Expedia Holdings;] [added: Expedia;] |

| • | An Assumption Agreement Concerning Transaction Agreement Obligations by and among [removed: the Company, Liberty] Expedia [removed: Holdings,] [added: Group, Liberty Expedia’s,] Qurate and the Malone Group, pursuant to which [removed: the Company agrees] [added: Expedia Group agreed] to assume, effective at the closing of the Combination, certain of Liberty [removed: Expedia Holdings’] [added: Expedia’s] rights and obligations under the Transaction Agreement which survive the termination of the Transaction Agreement; and |

| • | An Assumption and Joinder Agreement to Reorganization Agreement by and among [removed: the Company, Liberty] Expedia [removed: Holdings] [added: Group, Liberty Expedia’s] and Qurate, pursuant to which [removed: the Company agrees] [added: Expedia Group agreed] to assume, effective at the closing of the Combination, Liberty [removed: Expedia Holdings’] [added: Expedia’s] rights and obligations under the Reorganization Agreement, dated as of October 26, 2016, by and between Qurate and Liberty [removed: Expedia Holdings.] [added: Expedia.] |

[removed: Relationships] [added: Relationships] Involving Expedia Group and [removed: IAC][added: IAC]

[removed: Cost-Sharing Arrangements.][added: *Cost-Sharing Arrangements*.]

Expedia Group and IAC have agreed, in light of Mr. Diller’s senior role at both companies and his anticipated use of certain resources to the benefit of both companies, that certain expenses associated with such usage would be shared, as well as certain costs incurred by IAC in connection with the provision of certain benefits to Mr. Diller [removed: (“Shared Costs”).][added: (“*Shared Costs*”).]

Cost sharing arrangements in effect during [removed: 2018] [added: 2019] provided that each of Expedia Group and IAC cover 50% of the Shared Costs, which both companies agree best reflects the current allocation of actual time spent (and time to be spent) by Mr. Diller between the two companies.

During [removed: 2018,] [added: 2019,] IAC billed Expedia Group for costs in the amount of approximately [removed: $460,000] [added: $476,000] pursuant to these arrangements.

Each of Expedia Group and IAC currently hold a 50% ownership interest in two aircraft that may be used by both [removed: companies.][added: companies (the, “Aircraft”).]

Pursuant to an amended and restated operating agreement, Expedia Group and IAC share capital costs relating to [removed: jointly-owned aircraft] [added: the Aircraft] equally and operating costs are shared pro rata based on actual usage.

Members of the [removed: aircrafts’] [added: Aircraft] flight crews are employed by an entity in which each of Expedia Group and IAC has a 50% ownership interest.

In [removed: 2018,] [added: 2019,] total payments of approximately [removed: $2.5] [added: $2.7] million [added: for flight crew compensation and benefits] were made to this entity by Expedia Group.

[removed: On] [added: In] April [removed: 4,] 2019, Expedia Group and IAC entered into an agreement to jointly acquire a new corporate aircraft for a total expected cost of $72.3 million (including purchase price and related costs), which will be split evenly between the two companies.

Expedia Group and IAC [removed: have] each paid [removed: $13.5] [added: $23.0] million in [added: 2019 in] connection with [removed: their entry into] the purchase agreement, [removed: and each company is due to make a subsequent payment of $9.1 million in December 2019,] with their respective share of the balance due upon delivery of the new aircraft, which is expected to occur in [removed: late 2020 or] early 2021.

Since the [removed: spin-off from IAC,] [added: IAC/Expedia Group Spin-Off,] Expedia Group has continued to work with some of IAC’s businesses pursuant to a variety of commercial agreements, including a lease for IAC office space to Expedia Group.

Simultaneously with the entry into the Merger Agreement described below under “- *Relationships Involving Expedia Group and Liberty Expedia”*:

| • | Expedia Group and Mr. Diller entered into a Second Amended and Restated Governance Agreement (the “*New Governance Agreement*”) and on August 8, 2019 the Family Foundation signed a joinder to certain sections of the New Governance Agreement, which New Governance Agreement was subsequently amended on April 10, 2020; |

Immediately thereafter, the Liberty Expedia Transaction closed, in connection with which Liberty Expedia became an indirect wholly owned subsidiary of Expedia Group and was then merged into a wholly owned subsidiary of Expedia Group.

On April 10, 2020, Expedia Group and Mr. Diller entered into Amendment No. 1 (the “Amendment”) to the New Governance Agreement (as amended, the "*Governance Agreement*").

The Amendment was entered into pursuant to the stipulation and order entered by the Delaware Court of Chancery on March 30, 2020 (the “*Order*”), and was approved by the Special Litigation Committee of the Board formed on December 3, 2019 to, among other things, investigate and evaluate the claims raised against certain current and former members of the Board of Directors and officers of the Company in the consolidated action captioned *In re Expedia Group Stockholders Litigation*, Consolidated Case No. 2019-0494-JTL (the “*Delaware Litigation*”).

Pursuant to the New Governance Agreement, the Amendment was also authorized by a majority of the Independent Directors (as defined in the New Governance Agreement) of Expedia Group.

Pursuant to the Order, Mr. Diller may not exercise the Purchase/Exchange Right prior to the Special Litigation Committee notifying Mr. Diller that it has completed its investigation of the claims raised in the Delaware Litigation (the “*Completion Date*”).

The Amendment extends the deadline by which Mr. Diller may exercise the Purchase/Exchange Right to the close of business on the forty-fifth day following the Completion Date.

*Former Governance Agreement*.

During 2018 through July 26, 2019, Liberty Expedia (as assignee of Qurate Retail, Inc. (“*Qurate*”)) was a party to the Former Governance Agreement, which was terminated as to Liberty Expedia on July 26, 2019 upon the closing of the Liberty Expedia Transaction described below.

| | |

| --- | --- |

| | |

| --- | --- |

On July 26, 2019, the Combination was completed.

rounded up to the next whole share of Expedia Group common stock.

The total aggregate consideration payable in the Combination was approximately 20.7 million shares of Expedia Group common stock.

*Overview*.

*Aircraft Arrangements*.

Expedia Group and IAC share costs relating to flight crew compensation and benefits pro rata according to each company’s respective usage of the Aircraft, for which they are separately billed by the entity described above.

*Commercial Agreements*.

Relationships Involving Mr. Khosrowshahi

In October 2019, Egencia, our corporate travel business, entered into a corporate travel services agreement with Uber Technologies, Inc. (“Uber”).

Mr. Khosrowshahi is Uber’s Chief Executive Officer and a member of Uber’s Board of Directors.

The terms of the Uber corporate travel agreement are standard for a client of Uber’s size and fees paid to date pursuant to the agreement are less than $120,000.

Expedia Group.

Subject to the terms of an Amended and Restated Stockholders Agreement between Liberty Expedia Holdings and Mr. Diller, as amended as of November 4, 2016 (the “Stockholders Agreement”), Mr. Diller generally has the right to vote shares of Expedia Group common stock and Class B common stock beneficially owned by Liberty Expedia Holdings (the “Diller Proxy”), which proxy had been assigned by Mr. Diller to Liberty Expedia Holdings as described below.

On November 4, 2016, Qurate redeemed a portion of the outstanding shares of its Liberty Ventures common stock in exchange for all of the outstanding shares of Liberty Expedia Holdings, which at that time was a wholly owned subsidiary of Qurate (the “Liberty Split-Off”).

At the time of the Liberty Split-Off, Liberty Expedia Holdings’ assets included all of Qurate’s interest in Expedia Group.

Pursuant to a Transaction Agreement among Mr. Diller, Qurate, Liberty Expedia Holdings, John C.

Malone and Leslie Malone, dated as of March 24, 2016 and amended and restated effective as of September 22, 2016, at the time of the Liberty Split-Off, for a period ending not later than May 4, 2018 (the “Outside Date”), (i) Mr. Diller assigned the Diller Proxy to Liberty Expedia Holdings (the “Diller Assignment”) and (ii) Mr. and Mrs. Malone granted Mr. Diller an irrevocable proxy to vote all shares of Liberty Expedia Holdings Series A common stock and Series B common stock beneficially owned by them upon completion of the Liberty Split-Off or thereafter (the “Malone Proxy”), in each case, subject to certain limitations.

On March 6, 2018, Liberty Expedia Holdings, Qurate, Mr. Malone, Mrs. Malone and Mr. Diller entered into a letter agreement, which amended the termination provisions of the Transaction Agreement to extend the Outside Date to May 4, 2019.

As a result, by virtue of the voting power associated with the Malone Proxy, the governance structure at Liberty Expedia Holdings and Mr. Diller’s continuing position as Chairman of Expedia Group’s Board of Directors, as of December 31, 2018 Mr. Diller was able to elect the directors of Liberty Expedia Holdings having the power to determine how Liberty Expedia Holdings exercised certain rights and voted the shares of Expedia Group common stock and Class B common stock beneficially owned by Liberty Expedia Holdings, and which Liberty Expedia Holdings as of December 31, 2018 had the power to vote, in the election of Expedia Group directors until the termination or expiration of the Diller Assignment and Malone Proxy.

See “Recent Developments” below for a description the Proposed Liberty Expedia Transaction.

Governance Agreement.

Qurate was a party to an Amended and Restated Governance Agreement with Expedia Group and Mr. Diller, dated December 20, 2011, which was assigned by Qurate to Liberty Expedia Holdings in connection with the Liberty Split\-Off (the “Governance Agreement”).

Pursuant to Liberty Expedia Holding’s Governance Agreement preemptive rights, Expedia Group issued 269,646 shares of Expedia Group common stock to Liberty Expedia Holdings on September 17, 2018, at a price per share of $113.32 and an aggregate purchase price of approximately $31 million.

Recent Developments

Merger Agreement

The Merger Agreement provides for, among other things and subject to the satisfaction or waiver of certain specified conditions set forth therein, (i) the merger of Merger Sub with and into Liberty Expedia Holdings (the “Merger”), with Liberty Expedia Holdings surviving the Merger as a wholly owned subsidiary of Merger LLC, and (ii) immediately following the Merger, the merger of Liberty Expedia Holdings (as the surviving corporation in the Merger) with and into Merger LLC (the “Upstream Merger”, and together with the Merger, the “Combination”), with Merger LLC surviving the Upstream Merger as a wholly owned subsidiary of the Company.

Company common stock (the “Merger Consideration”).

At the closing of the Combination, former holders of Liberty Expedia Holdings common stock are expected to own in the aggregate shares of Company common stock representing approximately 14% of the total number of outstanding shares of Company common stock and Class B common stock, based on approximately 140 million shares of Company common stock and approximately 5.7 million shares of Class B common stock currently expected to be outstanding at the closing of the Combination.

As of the Effective Time, each then-outstanding stock option with respect to shares of Liberty Expedia Holdings common stock will be cancelled and converted into the right to receive the Merger Consideration in respect of each share subject to such option (after deducting a number of shares sufficient to cover the aggregate option exercise price), less applicable tax withholding.

As of the Effective Time, each then-outstanding restricted stock award and restricted stock unit award with respect to shares of Liberty Expedia Holdings common stock will be cancelled and converted into the right to receive the Merger Consideration in respect of each share of Liberty Expedia Holdings common stock subject to such award, less applicable tax withholding.

The closing of the Combination is subject to certain mutual conditions, including (1) the adoption of the Merger Agreement by the holders of at least a majority of the aggregate voting power of the outstanding shares of Liberty Expedia Holdings common stock, voting together as a single class; (2) any required approvals under the HSR Act in respect of the Combination and other transactions contemplated by the Merger Agreement; (3) the absence of any order or law that has the effect of enjoining or otherwise prohibiting the closing of the Combination or any of the other transactions contemplated by the Merger Agreement and related transaction documents; (4) the approval for listing of the shares of Company common stock to be issued as Merger Consideration on the Nasdaq Global Select Market and the effectiveness under the Securities Act of 1933, as amended, of a registration statement on Form S-4 with respect to such shares; and (5) the delivery of an opinion by Skadden, Arps, Slate, Meagher & Flom LLP to Liberty Expedia Holdings to the effect that the Combination will not impact the tax treatment of the split off of Liberty Expedia Holdings by Qurate on November 4, 2016.

The respective obligation of each party to consummate the Combination is also conditioned upon (x) the delivery of an opinion from such party’s tax counsel to the effect that the Combination will qualify as a “reorganization” for U.S. federal income tax purposes and (y) the other party’s representations and warranties being true and correct (subject to certain materiality and material adverse effect qualifications), and the other party having performed in all material respects its obligations under the Merger Agreement.

The Company’s obligation to consummate the Combination is further conditioned upon the satisfaction of certain conditions to the completion of the exchange pursuant to the Exchange Agreement as described below.

The Combination does not require the approval of the Company’s stockholders.

At the closing of the Combination, pursuant to the Merger Agreement, each of the three directors serving on the Expedia Group Board of Directors who were nominated by Liberty Expedia Holdings is expected to resign from the Expedia Group Board of Directors.

The Expedia Group Board of Directors approved the Merger Agreement and the transactions contemplated thereby following the recommendation of a special committee (the “Expedia Group Special Committee”) consisting solely of independent and disinterested directors, each of whom had been elected by the holders of Company common stock voting together as a class (without the vote of the Class B common stock), to which the Expedia Group Board of Directors had delegated exclusive authority to consider and negotiate the Merger Agreement and the transactions contemplated thereby (including, without limitation, the Exchange Agreement, the Voting Agreement and the New Governance Agreement and the transactions contemplated thereby, as described below).

Voting Agreement

In connection with the transactions contemplated by the Merger Agreement and following the termination of the Malone Proxy as described below, Mr. John C.

Malone and Mrs. Leslie Malone (collectively, the “Malone Group”) entered into a voting agreement (the “Voting Agreement”) with the Company on April 15, 2019, pursuant to which the Malone Group has committed, subject to certain conditions, to vote shares of Liberty Expedia Holdings common stock representing approximately 32% of the total voting power of the issued and outstanding shares of Liberty Expedia Holdings common stock as of January 31, 2019, as reported in Liberty Expedia Holdings’ Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 8, 2019, in favor of the Merger Agreement and the transactions contemplated thereby at any meeting of the stockholders of Liberty Expedia Holdings called to vote upon the Merger.

Exchange Agreement

The Purchase/Exchange Right may be exercised from time to time in whole or in part.

Assuming the exercise in full by Mr. Diller of the Purchase/Exchange Right, the Original Shares and Additional Shares would collectively represent approximately 49% of the total voting power of all outstanding shares of Company common stock and Class B common stock, assuming a total of approximately 133 million shares of Company common stock and 12,799,999 shares of Class B common stock outstanding immediately following the exercise of the Purchase/Exchange Right.

These requirements negotiated by the Expedia Group Special Committee and agreed to by Mr. Diller under the New Governance Agreement do not exist under the Governance Agreement.

Other Agreements

As described above, pursuant to Diller Proxy under the Stockholders Agreement, Mr. Diller generally has the right to vote the shares of Company common stock and Class B common stock held by Liberty Expedia Holdings and its subsidiaries, which shares represent approximately 53% of the total voting power of all shares of Company common stock and Class B common stock, based on a total of 134,390,305 shares of Company common stock and 12,799,999 shares of Class B common stock outstanding as of January 25, 2019.

Pursuant to the Diller Assignment, Mr. Diller assigned the Diller Proxy to Liberty Expedia Holdings, and, pursuant to the Malone Proxy (collectively, with the “Diller Assignment,” the “Proxy Swap Arrangements”), the Malone Group granted to Mr. Diller a proxy over the shares of Liberty Expedia Holdings common stock owned by it.

On April 15, 2019 and prior to the Company’s entry into the Merger Agreement, Mr. Diller, Liberty Expedia Holdings, Qurate and the Malone Group entered into Amendment No. 2 to Amended and Restated Transaction Agreement providing for the immediate termination of the Transaction Agreement, which automatically resulted in the termination of the Diller Assignment and the Malone Proxy.

Upon the closing of the Combination, it is expected that the Company will no longer be a controlled company under the Nasdaq Stock Market Listing Rules.

Accordingly, following permitted phase-in periods, the Company will be required, among other things, to have to have a majority of independent directors on its Board of Directors, a compensation committee consisting solely of independent directors and a director nominations process whereby directors are selected by a nominations committee consisting solely of independent directors or by a vote of the Board of Directors in which only independent directors participate.

Additionally, all additional shares will be automatically converted into shares of Company common stock immediately following the earliest of (a) Mr. Diller’s death or disability, (b) such time as Mr. Diller no longer serves as chairman or senior executive of Expedia Group, other than as a result of his removal (other than for “cause” as defined in the New Governance Agreement), or failure to be nominated or elected when he is willing to serve in such position, and (c) aggregate transfers by Mr. Diller (or certain limited permitted transferees of Mr. Diller) of original shares exceeding 5% of the outstanding voting power of the Company.

Therefore, while it is possible that Mr. Diller may at some point in the future beneficially own more than 50% of the outstanding voting power of the Company, the provisions of the New Governance Agreement provide that following one of the triggers mentioned above, the number of shares of Class B common stock acquired by Mr. Diller in the transaction will not exceed approximately 5.7 million shares of Class B common stock, or approximately 29% of the total voting power of Expedia Group based on approximately 140 million shares of Company common stock and approximately 5.7 million shares of Class B common stock currently expected to be outstanding at the closing of the Combination.

[removed: Audit] [added: Audit] Committee [removed: Report][added: Report]

The Audit Committee [removed: reviews] [added: oversees] the Company’s financial reporting process on behalf of the Board of Directors.

In this context, the Audit Committee has reviewed and discussed the audited consolidated financial statements and related footnotes for the year ended December 31, [removed: 2018,] [added: 2019,] together with the results of the assessment of the internal control over financial reporting, with management and Ernst & Young LLP.

The Audit Committee has [added: also] discussed with Ernst & Young LLP the matters that are required to be discussed under Public Company Accounting Oversight Board (PCAOB) standards.

Relying on the reviews and discussions referred to above, the Audit Committee [added: unanimously] recommended to the Board of Directors that the audited consolidated financial statements for the fiscal year ended December 31, [removed: 2018] [added: 2019] be included in the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2018] [added: 2019] for filing with the SEC.

George “Skip” Battle [removed: (Chairman)][added: (Chair)*]

[removed: Craig] [added: *Craig] A.

[removed: Jacobson][added: Jacobson*]

[removed: Fees] [added: Fees] Paid to Our Independent Registered Public Accounting [removed: Firm][added: Firm]

The following table sets forth aggregate fees for professional services rendered by Ernst & Young LLP for the years ended December 31, [removed: 2018] [added: 2019] and [removed: 2017.][added: 2018.]

| Audit Fees(1) | $ | [removed: 13,858,000] [added: 14,607,000] | | | $ | [removed: 15,469,000] [added: 13,858,000] | |

| Audit-Related Fees(2) | [removed: 429,000] [added: 62,000] | | | | [removed: 1,108,000] [added: 429,000] | | |

| [removed: Total] [added: Total] Audit and Audit-Related [removed: Fees] [added: Fees] | [removed: 14,287,000] [added: 14,669,000] | | | | [removed: 16,577,000] [added: 14,287,000] | | |

| Tax Fees(3) | [removed: 289,000] [added: 1,394,000] | | | | [removed: 97,000] [added: 289,000] | | |

| Other Fees(4) | [removed: 30,000] [added: 33,000] | | | | [removed: 44,000] [added: 30,000] | | |

| [removed: Total Fees] [added: Total Fees] | $ | [removed: 14,606,000] [added: 16,096,000] | | | $ | [removed: 16,718,000] [added: 14,606,000] | |

| (1) | [removed: In 2018,] 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. [added: 2019 and] 2018 Audit Fees include [removed: $3,244,000] [added: $2,728,000 and $3,244,000, respectively,] 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 [removed: trivago. In addition, 2017 Audit Fees include $4,962,000 in fees and expenses associated with financial statement audit and review services provided to trivago.] [added: trivago N.V.] |

[removed: Audit] [added: Audit] Committee Review and Pre-Approval of Independent Registered Public Accounting Firm [removed: Fees][added: Fees]

The Audit Committee has considered the audit and non-audit services provided by Ernst & Young LLP as described [added: above and believes that they are compatible with maintaining Ernst & Young LLP’s independence as the Company’s independent registered public accounting firm.]

Pursuant to its pre-approval policy, the Audit Committee may delegate its authority to pre-approve services to one or more of its members, and has currently delegated this authority to its [removed: Chairman,] [added: Chair,] subject to a limit of $500,000 per approval.

The decisions of the [removed: Chairman] [added: Chair of the Audit Committee] (or any other member(s) to whom such authority may be delegated) to grant pre-approvals must be presented to the full Audit Committee at its next scheduled meeting.

The Audit Committee operates pursuant to a written charter that is available in the Corporate Governance section of our corporate website at www.expediagroup.com.

*A.

*Julie Whalen*

| | | | | | | | |

| | 2019 | | | | 2018 | | |

| (3) | Tax fees generally include fees related to tax compliance and return preparation, and tax planning and advice. In 2019, tax fees include $1,324,000 of international tax structuring advisory fees. |

All audit and permitted non-audit services provided to Expedia Group and listed in the table above were pre-approved by the Audit Committee in accordance with the pre-approval policy described herein.

A.

| | 2018 | | | | 2017 | | |

| (3) | In 2018, Tax Fees include $3,500 of trivago related fees. |

above and believes that they are compatible with maintaining Ernst & Young LLP’s independence as the Company’s independent registered public accounting firm.

Part IV.

(a)(3) [removed: Exhibits:][added: *Exhibits:*]

| [removed: Exhibit No.] [added: Exhibit No.] | | | | [removed: Filed Herewith] [added: Filed Herewith] | | [removed: Incorporated] [added: Incorporated] by [removed: Reference] [added: Reference] | | | | | | |

| [removed: Exhibit Description] [added: Exhibit Description] | | [removed: Form] [added: Form] | | [removed: SEC] [added: SEC] File [removed: No.] [added: No.] | | [removed: Exhibit] [added: Exhibit] | | [removed: Filing Date] [added: Filing Date] | | | | |

| 1.1 | | [Underwriting Agreement, dated [added: as of May 28, 2015,] Expedia, Inc., as Issuer, the Guarantors party thereto, and BNP Paribas, Goldman, Sachs & Co., J.P. Morgan Securities plc, as Representatives of the several Underwriters (relating to the Fourth Supplemental Indenture on Exhibit 4.6)](http://www.sec.gov/Archives/edgar/data/1324424/000119312515211303/d935936dex11.htm) | | | | 8-K | | 000-51447 | | 1.1 | | 6/3/2015 |

| 3.1 | | [removed: [Restated] [added: [Amended and Restated] Certificate of Incorporation of Expedia Group, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000013/expediagrouprestatedcertif.htm)] [added: Inc., dated as of December 3, 2019](http://www.sec.gov/Archives/edgar/data/1324424/000119312519305833/d843290dex31.htm)] | | | | 8-K | | 001-37429 | | [removed: 3.2] [added: 3.1] | | [removed: 3/27/2018] [added: 12/4/2019] |

| 3.2 | | [removed: [Expedia Group, Inc. General By-Laws Amended] [added: [Amended] and Restated [added: By-Laws of Expedia Group, Inc. dated] as of April 15, 2019](http://www.sec.gov/Archives/edgar/data/1324424/000114036119007135/nc10001047x1_ex3-1.htm) | | | | 8-K | | 001-37429 | | 3.1 | | [removed: 04/16/2019] [added: 4/16/2019] |

| 4.3 | | [Indenture, dated as of August [removed: 13,] [added: 18,] 2014, among Expedia, Inc., as Issuer, the Subsidiary Guarantors from time to time parties thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee](http://www.sec.gov/Archives/edgar/data/1324424/000119312514313459/d776332dex41.htm) | | | | 8-K | | 000-51447 | | 4.1 | | 8/18/2014 |

| 10.6 | | [Letter Agreement, dated as of March 6, 2018, by and among Liberty Expedia Holdings, Inc., Liberty Interactive Corporation, Barry Diller, John C. Malone and Leslie [removed: Malone.](http://www.sec.gov/Archives/edgar/data/1669600/000110465918015325/a18-7693_1ex10d1.htm#Exhibit10_1_104430)] [added: Malone.](http://www.sec.gov/Archives/edgar/data/1669600/000110465918015325/a18-7693_18k.htm)] | | | | 8-K*† | | 001-37938 | | 10.1 | | 3/7/2018 |

| 10.15 | | [Fourth Amendment, dated as of May 31, 2018, [added: to the Amended and Restated Credit Agreement dated as of September 5, 2014] among Expedia Group, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and London Agent.](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000026/expediafourthamendarcred.htm) | | | | 8-K | | 001-37429 | | 10.1 | | 6/1/2018 |

| [removed: 10.17+] [added: 10.17] | | [Sixth Amendment, dated as of December 28, 2018, to the Amended and Restated Credit Agreement dated as of September 5, 2014 among Expedia Group, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, 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 London Agent](http://www.sec.gov/Archives/edgar/data/1324424/000132442419000006/q42018ex-1017.htm) | | | | [added: 10-K] | | [added: 001-37429] | | [added: 10.17] | | [added: 2/8/2019] |

| [removed: 10.18] [added: 10.19] | | [Office Building Lease by and between Tower 333 LLC, a Delaware limited liability company, and Expedia, Inc., a Washington corporation, dated June 25, 2007](http://www.sec.gov/Archives/edgar/data/1324424/000095013407016637/v32356exv10w1.htm) | | | | 10-Q | | 000-51447 | | 10.1 | | 8/3/2007 |

| [removed: 10.19*] [added: 10.31*] | | [Fourth Amended and Restated Expedia, Inc. 2005 Stock and Annual Incentive Plan](http://www.sec.gov/Archives/edgar/data/1324424/000119312516688780/d28003ddef14a.htm) | | | | DEF 14A | | 001-37429 | | App. A | | 8/23/2016 |

| [removed: 10.20*] [added: 10.32*] | | [Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan](http://www.sec.gov/Archives/edgar/data/1324424/000119312515322458/d18322dex991.htm) | | | | S-8 | | 333-206990 | | 99.1 | | 9/17/2015 |

| [removed: 10.21*] [added: 10.33*] | | [HomeAway, Inc. 2011 Equity Incentive Plan](http://www.sec.gov/Archives/edgar/data/1324424/000119312515403385/d108921dex991.htm) | | | | S-8 | | 333-208548 | | 99.1 | | 12/15/2015 |

| [removed: 10.22*+] [added: 10.34*] | | [Expedia Group, Inc. 2013 Employee Stock Purchase Plan, as Amended and Restated](http://www.sec.gov/Archives/edgar/data/1324424/000132442419000006/q42018ex-1022.htm) | | | | [added: 10-K] | | [added: 001-37429] | | [added: 10.22] | | [added: 2/8/2019] |

| [removed: 10.23*+] [added: 10.35*] | | [Expedia Group, Inc. 2013 International Employee Stock Purchase Plan, As Amended and Restated](http://www.sec.gov/Archives/edgar/data/1324424/000132442419000006/q42018ex-1023.htm) | | | | [added: 10-K] | | [added: 001-37429] | | [added: 10.23] | | [added: 2/8/2019] |

| [removed: 10.24*] [added: 10.36*] | | [Form of Expedia, Inc. Restricted Stock Unit Agreement (Directors)](http://www.sec.gov/Archives/edgar/data/1324424/000119312514290046/d728841dex101.htm) | | | | 10-Q | | 000-51447 | | 10.1 | | 8/1/2014 |

| [removed: 10.25*] [added: 10.37*] | | [Form of Expedia, Inc. Restricted Stock Unit Agreement](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000006/ex-1022.htm) | | | | 10-K | | 001-37429 | | 10.22 | | 2/10/2017 |

| [removed: 10.26*] [added: 10.38*] | | [Form of Expedia Group, Inc. Restricted Stock Unit Agreement](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000019/ex101-q12018.htm) | | | | 10-Q | | 001-37429 | | 10.1 | | 4/27/2018 |

| [removed: 10.27*] [added: 10.39*] | | [Form of Expedia, Inc. Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000006/ex-1023.htm) | | | | 10-K | | 001-37429 | | 10.23 | | 2/10/2017 |

| [removed: 10.28*] [added: 10.40*] | | [Form of Expedia Group, Inc. Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000019/ex102-q12018.htm) | | | | 10-Q | | 001-37429 | | 10.2 | | 4/27/2018 |

| [removed: 10.29*] [added: 10.41*] | | [Form of Expedia, Inc. 2018 Performance-Based Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000019/ex103-q12018.htm) | | | | 10-Q | | 001-37429 | | 10.3 | | 4/27/2018 |

| [removed: 10.30*] [added: 10.42*] | | [Amended and Restated Expedia, Inc. Non-Employee Director Deferred Compensation Plan, effective as of January 1, 2009](http://www.sec.gov/Archives/edgar/data/1324424/000095013409003282/v51161exv10w13.htm) | | | | 10-K | | 000-51447 | | 10.13 | | 2/19/2009 |

| [removed: 10.31*] [added: 10.43*] | | [Amended and Restated Expedia, Inc. Executive Deferred Compensation Plan, effective as of January 1, 2009](http://www.sec.gov/Archives/edgar/data/1324424/000095013409003282/v51161exv10w17.htm) | | | | 10-K | | 000-51447 | | 10.17 | | 2/19/2009 |

| [removed: 10.32*] [added: 10.44*] | | [First Amendment of the Executive Deferred Compensation Plan, effective as of December 31, 2014](http://www.sec.gov/Archives/edgar/data/1324424/000119312515035706/d838066dex1020.htm) | | | | 10-K | | 000-51447 | | 10.20 | | 2/6/2015 |

| [removed: 10.33*] [added: 10.45*] | | [Employment Agreement between Mark Okerstrom and Expedia, Inc., effective September 15, 2017](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000053/ex101_okerstromceoemployme.htm) | | | | 8-K/A | | 001-37429 | | 10.1 | | 9/21/2017 |

| [removed: 10.34*] [added: 10.46*] | | [Expedia, Inc. Stock Option Agreement for Mark D. Okerstrom, dated as of March 7, 2016](http://www.sec.gov/Archives/edgar/data/1324424/000119312516498632/d156669dex102.htm) | | | | 8-K | | 001-37429 | | 10.2 | | 3/9/2016 |

| [removed: 10.35*] [added: 10.47*] | | [Expedia, Inc. Stock Option Agreement for Mark D. Okerstrom, dated as of March 7, 2016 (Performance Options)](http://www.sec.gov/Archives/edgar/data/1324424/000119312516498632/d156669dex103.htm) | | | | 8-K | | 001-37429 | | 10.3 | | 3/9/2016 |

| [removed: 10.36*] [added: 10.48*] | | [Stock Option Agreement between Mark Okerstrom and Expedia, Inc., effective September 15, 2017 (Performance Options)](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000053/ex102_okerstromperformance.htm) | | | | 8-K/A | | 001-37429 | | 10.2 | | 9/21/2017 |

| [removed: 10.37*] [added: 10.49*] | | [Stock Option Agreement between Mark D. Okerstrom and Expedia, Inc., effective as of March 2, 2018 (Performance-Based Options)](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000019/ex104-q12018.htm) | | | | 10-Q | | 001-37429 | | 10.4 | | 4/27/2018 |

| [removed: 10.38*] [added: 10.50*] | | [Employment Agreement between Alan Pickerill and Expedia, Inc., effective September 15, 2017](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000053/ex103_pickerillcfoemployme.htm) | | | | 8-K/A | | 001-37429 | | 10.3 | | 9/21/2017 |

| [removed: 10.39*] [added: 10.51*] | | [Stock Option Agreement between Alan R. Pickerill and Expedia, Inc., effective as of March 2, 2018 (Performance-Based Options)](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000019/ex105-q12018.htm) | | | | 10-Q | | 001-37429 | | 10.5 | | 4/27/2018 |

| [removed: 10.40*] [added: 10.52*] | | [Amended and Restated Employment Agreement between Robert J. Dzielak and Expedia, Inc., effective March 3, 2018](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000010/dzielakemploymentagreement.htm) | | | | 8-K | | 001-37429 | | 10.1 | | 3/7/2018 |

| [removed: 10.41*] [added: 10.53*] | | [Stock Option Agreement between Robert J. Dzielak and Expedia, Inc., effective March 2, 2018 (Performance-Based Options)](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000019/ex106-q12018.htm) | | | | 10-Q | | 001-37429 | | 10.6 | | 4/27/2018 |

| [removed: 10.42*] [added: 10.54*] | | [Stock Option Agreement between Robert J. Dzielak and Expedia, Inc., effective March 2, 2018 (Cliff Vest Options)](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000019/ex107-q12018.htm) | | | | 10-Q | | 001-37429 | | 10.7 | | 4/27/2018 |

| [removed: 10.43*] [added: 10.55*] | | [Equity Treatment Agreement between Dara Khosrowshahi and Expedia, Inc., effective September 20, 2017](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000053/ex104_dketafinal.htm) | | | | 8-K/A | | 001-37429 | | 10.4 | | 9/21/2017 |

| [removed: 10.44*] [added: 10.56*] | | [Expedia, Inc. Stock Option Agreement for Dara Khosrowshahi, dated as of March 31, 2015 (Performance Options)](http://www.sec.gov/Archives/edgar/data/1324424/000119312515116295/d902302dex103.htm) | | | | 8-K | | 000-51447 | | 10.3 | | 4/1/2015 |

| [removed: 10.45*+] [added: 10.57*] | | [Expedia Group, Inc. Restricted Stock Unit Agreement between Peter M. Kern and Expedia Group, Inc., dated as of August 17, 2018](http://www.sec.gov/Archives/edgar/data/1324424/000132442419000006/q42018ex-1045.htm) | | | | [added: 10-K] | | [added: 001-37429] | | [added: 10.45] | | [added: 2/8/2019] |

| [removed: 10.46*+] [added: 10.58*] | | [Form Expedia, Inc. Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/1324424/000132442419000006/q42018ex-1046.htm) | | | | [added: 10-K] | | [added: 001-37429] | | [added: 10.46] | | [added: 2/8/2019] |

| 21+ | | [Subsidiaries of the [removed: Registrant](http://www.sec.gov/Archives/edgar/data/1324424/000132442419000006/q42018ex-21.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1324424/000132442420000009/q42019ex-21.htm)] | | | | | | | | | | |

| 2.6 | | [Agreement and Plan of Merger by and among Expedia Group, Inc., LEMS II Inc., LEMS I LLC and Liberty Holdings, Inc., dated as of April 15, 2019](http://www.sec.gov/Archives/edgar/data/1324424/000114036119007135/nc10001047x1_ex2-1.htm) | | | | 8-K | | 001-37429 | | 2.1 | | 4/16/2019 |

| 2.7 | | [Amendment No. 1 to Agreement and Plan of Merger, by and among Expedia Group, Inc., LEMS I LLC, LEMS II Inc. and Liberty Holdings, Inc., dated as of June 5, 2019](http://www.sec.gov/Archives/edgar/data/1324424/000114036119010455/nc10002414x1_ex2-1.htm) | | | | 8-K | | 001-37429 | | 2.1 | | 6/5/2019 |

| 4.8 | | [Indenture, dated as of September 19, 2019, among Expedia Group, Inc., the guarantors party thereto and U.S. Bank National Association.](http://www.sec.gov/Archives/edgar/data/1324424/000119312519250053/d807266dex41.htm) | | | | 8-K | | 001-37429 | | 4.1 | | 9/20/2019 |

| 4.9 | | [Registration Rights Agreement, dated as of September 19, 2019, among Expedia Group, Inc., the guarantors party thereto and BofA Securities, Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co., LLC.](http://www.sec.gov/Archives/edgar/data/1324424/000119312519250053/d807266dex42.htm) | | | | 8-K | | 001-37429 | | 4.2 | | 9/20/2019 |

| 4.10+ | | [Description of Securities](https://www.sec.gov/Archives/edgar/data/1324424/000132442420000009/q42019ex-410.htm) | | | | | | | | | | |

| 4.11 | | [Investment Agreement, dated as of April 23, 2020, by and between Expedia Group, Inc. and AP Fort Holdings, L.P.](https://www.sec.gov/Archives/edgar/data/1324424/000119312520117346/d913320dex41.htm) | | | | 8-K | | 001-37429 | | 4.1 | | 4/23/2020 |

| 4.12 | | [Investment Agreement, dated as of April 23, 2020, by and between Expedia Group, Inc. and SLP Fort Aggregator II, L.P. and SLP V Fort Holdings II, L.P.](https://www.sec.gov/Archives/edgar/data/1324424/000119312520117346/d913320dex42.htm) | | | | 8-K | | 001-37429 | | 4.2 | | 4/23/2020 |

| 10.18 | | [Seventh Amendment, dated as of March 7, 2019, to the Amended and Restated Credit Agreement dated as of September 5, 2014 among Expedia Group, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, 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 London Agent](http://www.sec.gov/Archives/edgar/data/1324424/000132442419000020/ex1016-q12019.htm) | | | | 10-Q | | 001-37429 | | 10.16 | | 5/3/2019 |

| 10.20 | | [Voting Agreement by and among Expedia Group, Inc. and the Shareholders (as defined therein), dated as of April 15, 2019](http://www.sec.gov/Archives/edgar/data/1324424/000114036119007135/nc10001047x1_ex10-1.htm) | | | | 8-K | | 001-37429 | | 10.1 | | 4/16/2019 |

| 10.21 | | [Exchange Agreement by and among Barry Diller, The Diller - von Furstenberg Family Foundation, Liberty Expedia Holdings, Inc., and Expedia Group, Inc., dated as of April 15, 2019](http://www.sec.gov/Archives/edgar/data/1324424/000114036119007135/nc10001047x1_ex10-2.htm) | | | | 8-K | | 001-37429 | | 10.2 | | 4/16/2019 |

| 10.22 | | [Second Amended and Restated Governance Agreement by and between Expedia Group, Inc. and Barry Diller, dated as of April 15, 2019](http://www.sec.gov/Archives/edgar/data/1324424/000114036119007135/nc10001047x1_ex10-3.htm) | | | | 8-K | | 001-37429 | | 10.3 | | 4/16/2019 |

| 10.23 | | [Amendment No. 2 to Amended and Restated Transaction Agreement, by and among Qurate Retail, Inc., Liberty Expedia Holdings, Inc., Barry Diller, John C. Malone and Leslie Malone, dated as of April 15, 2019](http://www.sec.gov/Archives/edgar/data/1324424/000114036119007135/nc10001047x1_ex10-4.htm) | | | | 8-K | | 001-37429 | | 10.4 | | 4/16/2019 |

| 10.24 | | [Stockholders Agreement Termination Agreement, by and among Barry Diller, Liberty Expedia Holdings, Inc., LEXEB, LLC and LEXE Marginco, LLC, dated as of April 15, 2019](http://www.sec.gov/Archives/edgar/data/1324424/000114036119007135/nc10001047x1_ex10-5.htm) | | | | 8-K | | 001-37429 | | 10.5 | | 4/16/2019 |

| 10.25 | | [Governance Agreement Termination Agreement, by and among Barry Diller, Expedia Group, Inc., Liberty Expedia Holdings, Inc., LEXEB, LLC and LEXE Marginco, LLC, dated as of April 15, 2019](http://www.sec.gov/Archives/edgar/data/1324424/000114036119007135/nc10001047x1_ex10-6.htm) | | | | 8-K | | 001-37429 | | 10.6 | | 4/16/2019 |