Disclaimer: This report has been distributed for information purposes only. As of the publication date of this report, Deerwood Capital, LLC (“Deerwood”), has long positions in and may own option interests on the stock of the Company covered herein (The Priceline Group), and stand to realize gains in the event that the price of the stock increases. Please read our full legal disclaimer at the end of this report.

The Priceline Group (PCLN: US)

Executive Summary: As the world’s leading online travel agency (OTA), The Priceline Group offers a portfolio of businesses that will benefit from long-term growth in global online travel spending. The market's overemphasis on recent currency headwinds has created an attractive entry point to acquire PCLN shares below intrinsic value.

Key Figures (as of September 8, 2015) Share Price: $1,280/share Market Cap: $66.6 billion Fair Value Estimate: $1,660/share

We believe PCLN can provide mid-teens annualized returns over 3-5 years for the following reasons:

1) As the largest global OTA with leading market positions in Europe and Asia, Priceline’s competitive advantage derives from its two-sided network connecting hotels (767,000 properties) and travelers (80 million monthly unique visitors to their websites). This base of suppliers and customers cannot be replicated by competitors without significant cost, effort and time. We believe PCLN will maintain its #1 market position despite competition and new entrants emerging in the next few years.

2) With its increasing breadth of online travel offerings and related services, PCLN is poised to take

incremental market share from global competitors. In addition to offering flights, hotels, and rental cars, a traveler can visit OpenTable for restaurant reservations or Kayak to search across the internet for the best deals. Furthermore, PCLN is undertaking initiatives to offer back-office operational services, such as revenue management and website construction, to further strengthen its relationship with independent hotels. We expect these forward-thinking initiatives to bolster Priceline’s network effects and fuel bookings growth.

3) Priceline is well-positioned to take advantage of multiple secular growth opportunities. The global travel industry is expected to grow 1-2% faster than GDP. Because of the structural convenience and efficiency offered by online and mobile reservations, online travel adoption rates should increase over time, resulting in double digit growth rates. Much of the growth will come from international markets such as Asia and Latin America, where online travel penetration is lower than in developed markets, and where PCLN has strong market presence.

4) PCLN’s senior management team has proven itself to be skillful at allocating capital and creating

shareholder value. We expect management to continue making prudent decisions on capital allocation and strategic acquisitions.

5) At 24 times 2015 earnings and 20 times 2016 earnings (excluding net cash), PCLN shares are

trading at attractive multiples compared to peers. We estimate the intrinsic value of PCLN to be $1,660 per share, or 30% higher than current stock price, which gives investors an opportunity to invest in a high-growth company priced below intrinsic value with a reasonable margin of safety.

2

Risks

Currency volatility Further depreciation of the Euro against the U.S. dollar will negatively impact Priceline’s future financial results. Macroeconomic concerns A global economic downturn may cause a slowdown in travel spending and hotel Average Daily Rates, which negatively impacts PCLN revenues. Mitigating factors include expected faster-than-GDP growth of the travel industry, secular growth prospects brought by higher worldwide internet and online travel penetration, and PCLN’s dominance in Europe, which hosts 7 out 10 of the world’s most visited countries. Supplier bargaining power Large hotel chains and airlines have significant negotiating power and are continually trying to avoid paying commissions to OTAs. The four largest airlines in the U.S. now control 81% of domestic Available Seat Miles and have been successful in directing a growing proportion of bookings to their own “brand.com”. Hilton, Hyatt and Marriott had a failed attempt to start up their own OTA, “RoomKey.com”. OTAs are likely to suffer margin pressures if the airline and hotel industry further consolidates. However, PCLN will be the least impacted among global OTA peers because of its core exposure to the highly fragmented hotel markets in Europe and Asia. Threat from metasearch competitors Metasearch sites such as TripAdvisor and Google generate advertising revenue by referring the traffic and bookings to OTA sites like Booking.com and Expedia (EXPE). Recently, it seems they are experimenting with offering OTA-like services on their own sites by encouraging customers to make direct bookings and attempting to capture a larger share of the commissions. We don’t see TripAdvisor and Google taking meaningful market share away from PCLN and address this issue later in this report. Sharing economy alternatives Airbnb and HomeAway appeal to price-conscious customers, who are increasingly using sharing economy services instead of booking a traditional hotel. If the booking and stay process for those sites becomes as convenient as using an OTA (with instant booking, confirmation, and easy check-in), then Priceline’s prospects would be negatively impacted in the future.

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Company Background

The Priceline Group is actually much more than just Priceline.com. As the largest global provider of online travel services, PCLN offers the broadest product offerings compared to its peers and smaller vertical players in the industry, as shown in the chart below.

Source: Company filings

Since the early 2000s, the current Chairman of the Board and former CEO Jeffery Boyd has led Priceline through the successful acquisitions of Booking.com, Agoda, and Rentalcars.com, which have created enormous amounts of shareholder value. Most notably, the ActiveHotels/Booking.com acquisitions in 2004/2005 for a total of $300 million have generated tens of billions of market cap for PCLN shareholders and were the most profitable acquisitions in the online travel space in recent decades. Skillful execution of the core business has also contributed to this phenomenal value creation. Under leadership of Jeffery Boyd and the current CEO Darren Huston, PCLN gross travel bookings grew from $2.2 billion in 2005, to $50 billion in 2014, generating a compound annualized growth rate of 41%, compared to 14% annualized growth rate achieved by Expedia in the same period. Management has been mindful of returning cash to shareholders by implementing stock repurchase programs over the last decade. The most recent program, announced in February 2015, was an authorization to repurchase up to $3 billion common stock. PCLN has since spent about $1 billion buying back shares in the $1,100-$1,250 per share range, which we consider to be well below intrinsic value.

With ownership of $760 million convertible debt and $535 million equity of Ctrip, PCLN effectively owns 15% of Ctrip. Ctrip is the largest OTA in China and is experiencing rapid growth fueled by strong demand from Chinese travelers. We have a positive view on the commercial relationship and the strategic agreement to cross-promote hotel inventory and travel services between the two companies.

Online Travel ServicesPriceline

Service

Priceline

GroupExpedia

Orbitz

WorldwideTripAdvisor Google Airbnb HomeAway

Flights Priceline.com

HotelsBooking.com

Priceline.com

Homestay/Apartments Booking.com

Vacation RentalsBooking.com

Villas.com

Cars Rentalcars.com

Metasearch Kayak

Restaurant Reservations OpenTable

Hotel Back-office ServicesBookingSuite

PriceMatch

4

Competitive Position and Industry Landscape

We believe PCLN benefits from the following competitive advantages: Network effects Priceline’s network effects are strongest in its accommodation offerings. From travelers’ perspectives, they are more likely to book accommodations on a site that offers the most choices of property listings and property types for their desired destinations.

Source: Company filings, Morningstar

As seen from the comparison above, Priceline enjoys the largest website traffic among OTA peers, presumably because of its widest coverage of bookable properties. As a result, PCLN possesses the highest value proposition when it tries to initiate new relationships with hotel suppliers – hotels need to distribute through PCLN websites to get exposure to the largest global travel audience.

Source: Credit Suisse Priceline Report, “Demand Resilient as Supply Continues to Grow”, August 2015

We view PCLN’s network difficult to replicate and expect it to strengthen over time as the virtuous circle reinforces itself – more suppliers joining the network generates more customer bookings, which causes even more suppliers to join the network.

2015 Bookable

Properties

2014 Monthly

Unique Visitors

Priceline Group 767,000 80 million

Expedia 510,000 63 million

Orbitz Worldwide 110,000 10 million

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Source: Phocuswright

PCLN and EXPE have been outperforming the rest of OTA peers in recent years. Their market position and solid profitability provide the capital to invest in inventory expansion, technological innovation and marketing. We expect the two largest players to strengthen their network effects and continue gaining market share. Strategic focus on fragmented hotel markets Priceline’s international focus on accommodations is a key competitive advantage in fragmented markets. OTAs, being crucial intermediaries linking supply and demand, are the most efficient way for hotels to market and distribute inventory to travelers searching across a wide range of geographies, characteristics, and price points.

Source: UBS, PhoCusWright

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Source: UBS, PhoCusWright

In Europe, 60% of hotels are independent vs. 30% in the US where large hotel chains dominate. Travelers depend on PCLN to find, vet, and book the perfect experience in a place they have never been to at a hotel they have never heard of before. This is why the OTAs take the lion’s share of the online hotel bookings in Europe. TripAdvisor Instant Booking and Google Hotel Finder will have limited impact on PCLN Competition is fierce in the online travel markets. Other than the existing OTAs, there are many companies that have the user base, traffic and resources to get into the OTA business, such as TripAdvisor (as a metasearch and review site) and Google (as a search site). However, we remain skeptical that either company can take meaningful market share away from Priceline. TripAdvisor has rolled out a new feature “Instant Booking” that allows consumers to complete a hotel booking directly on its website instead of being redirected to third-party OTA sites. The reservations are then fulfilled through the OTAs or hotels themselves, who will then service the reservations by confirming with customers, answering questions, making changes, etc. Since its introduction in 2014, Instant Booking has signed up more than 60 large hotel chains and smaller OTAs. It has become the most debated topic within the online travel industry and is often perceived as the biggest threat to PCLN and EXPE. From the large hotel chains’ perspective, they have the resources to build the “brand.com” direct reservation system and service these reservations. The hotels always prefer customers to book through their own direct channel without paying commissions to OTAs. OTAs and metasearch sites only add value if they can bring incremental bookings hotels could not access otherwise. This phenomenon is comparable to the Airline industry where the balance of power is in favor of the suppliers over OTAs, as seen by the lower margins of OTAs in Air. Therefore, these chain hoteliers have more negotiating power and prefer OTAs and metasearch sites that bring in the most bookings with the lowest take rates. Generally PCLN has offered commission rates at mid-teens range, which compare favorably to EXPE and smaller competitors. TripAdvisor as a new entrant prices its Instant Booking product at even lower rates than PCLN.

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“Based on our industry conversations, we believe that both Best Western and Choice Hotels (the earliest of adopters) may have agreed to a commission structure as low as 6-10%, albeit likely for a limited time period only. And, we know that independents are being offered 12% and 15% commission options. At these levels, TripAdvisor's Instant Booking commissions significantly undercut the established OTA channel (which ranges from 10% - 25% in its commissions).” Source: UBS Global Research, “Framing the Instant Booking Debate”, March 2015

Because of Instant Booking’s much lower commission rates, TripAdvisor is likely to take some market share in the brand name hotel segment if the OTAs don’t match its aggressive pricing. The pricing for the independents segment, however, does not seem to be significantly different from prevailing levels offered by PCLN. For independent hotels, OTAs play important roles as key marketing and distribution partners, as well as back-office outsourcing. For these smaller hotels that cannot gain scale to develop a worldwide brand or an effective booking website, they typically have limited budgets and human resources allocated to marketing, technological infrastructure, and staff dedicated to managing third-party relationships. Partnering with large OTAs such as PCLN is an excellent investment to boost occupancy, build their online marketing presence, and burnish their brand with positive customer reviews. As a result, we see the leading OTAs gaining share in this segment of the online accommodation market over time.

. Source: Morgan Stanley, February 2015

Over half of Priceline’s gross booking revenue comes from Europe, where it has 61% share of the total European online leisure market (vs. 19% for Expedia). From our conversations with independent hotels, we learned that they would be open to sign up with new OTAs to diversify their sources of revenue. However, in our view, it would be a much slower process, possibly a multi-year period, for TripAdvisor to build working relationships with hundreds of thousands of these smaller hotels than it would take to on-board the few large international chains. The pricing difference between Instant Booking and PCLN does not appear to be significant, and TripAdvisor would only prove its value to independent hotel partners if Instant Booking generates meaningful gains in total bookings.

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Instant Booking may become a disruptive force in the OTA industry, but we remain skeptical it would take significant market share from PCLN, which consistently fills hotels’ occupancy expectations. Considering TripAdvisor’s lack of customer service staff (total of 3,000 employees vs. 16,000 for PCLN and 18,000 for EXPE), we are also skeptical on how consumers will embrace this new online travel agent in an industry where superior customer service requires high levels of labor intensity. In addition, we have a positive view of Priceline’s BookingSuite and other back-office product initiatives as they strengthen PCLN’s relationship with independent hotel partners, as well as provide outsourced services and incremental bookings. It’s also important to note that TripAdvisor is still an online advertising company at its core. Click-based advertising makes up 70% of TripAdvisor’s total revenue as it directs traffic to its OTA partners and travel service providers. We don’t see EXPE and PCLN signing up with Instant Booking because the large OTAs do not want to help TripAdvisor take over the customer relationship. EXPE and PCLN have every incentive to encourage customers make their own sites the starting point of travel planning to cultivate brand loyalty. The OTAs have invested huge amount of resources into attracting and servicing the customers in order to create the best brand experience. Direct interaction in the entire travel process is crucial in managing these customer relationships. TripAdvisor will have to think very carefully before ultimately deciding to compete as a full-on OTA and potentially losing EXPE and PCLN as ad-paying clients, which together account for 46% of TripAdvisor’s total revenue. Through Hotel Finder and Flight Search, Google runs a similar metasearch model to TripAdvisor that generates cost-per-click advertising revenue from OTAs and travel providers. We do not expect Google moving down the funnel to become a serious competitor in the OTA space where it lacks operational expertise. In general, businesses are rewarded for reaching scale at a specific specialization. Google’s core specialization is helping internet users organize and access information and charging advertisers who are interested in reaching this large user base. Even if Google introduces a direct booking product similar to Instant Booking, it is still unlikely to take away meaningful market share from large OTAs. In addition, the costs associated with being a large OTA make it difficult to reach profitability without gathering a critical mass of listings from hotels and bookings from visitors.

9

Travel Industry Trends Fuel Growth

Priceline, the leading online travel agency (OTA), will benefit from multiple tailwinds behind the global online travel industry over the next 10 years.

Source: Phocuswright Latin American Rising Travel Market Update, April 2015

Global travel is a $1.3 trillion per year market. From 2011-2015, global travel spend (both offline and online) grew 4.3% per year and global online travel spend grew at 10% per year. According to the World Travel & Tourism Council, total travel and tourism spending is expected to grow on average by 3.8% per year from 2015-2025, outpacing projected global GDP growth and most other sectors.

Source: PhoCusWright

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Source: Morningstar

The outperformance of online travel over the overall travel market is due to increasingly higher levels of online travel penetration, which stands at little less than 40% in 2015. Online travel penetration is expected to surpass over 50% over the next decade as travelers increasingly realize the convenience and efficiency of online booking. Travel providers will correspondingly rely more heavily on online channels for distribution.

Source: Phocuswright Latin American Rising Travel Market Update, April 2015

Online travel spend share of total travel spend is less than 25% in APAC, Eastern Europe, the Middle East, and Latin America compared to over 40% in the US and Europe. As result of faster growth in per capita

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income and internet usage, online travel growth in the emerging markets will be much greater than the global average. Because 86% of its gross bookings are international, Priceline is well-positioned to capture the rapid growth of non-US markets, including China, through its strategic partnership with Ctrip, the leading Chinese OTA. Shift from PC to Mobile benefits OTAs The demographic and behavioral trends around mobile-centric and last-minute booking further bolster competitive advantages of OTAs. Led by the Millennial generation, travelers are increasingly performing online travel research across multiple screens, booking much closer to the travel date (even same-day booking), and comparing prices on different sites. As a result of these changes, having a single comprehensive mobile app with an incredible user experience from search to book to post-stay is critical to capturing the market. For travelers planning trips with flexible itineraries, it is extremely inefficient to use dozens of separate hotel chain apps to book and organize stays across multiple properties.

Source: Phocuswright, “The Mobile Effect: Disrupting the Competitive Landscape in the Digital Travel Market”, May 2015

OTAs own the mobile hotel space because having a single app that can access a comprehensive set of inventory is the easiest way to search, book, and organize a multi-leg travel itinerary. This benefit is even more pronounced for last-minute bookers and in markets with a higher percentage of independent hotels, like Europe. Priceline is winning and retaining its share of mobile bookings, which bodes well for future market share gains. In 2015 2Q, 33% of PCLN’s bookings occurred on a mobile device, compared to 10% in 2012. Not only is Priceline going to benefit from being the leading online travel agency in a market growing at over 10% per year, but operational leverage is very high if it can capture a larger share of the $700B+ global hotel market. Because PCLN's IT infrastructure costs are relatively fixed, the bulk of incremental revenue (after advertising expense of 46% of revenue) falls directly to the bottom line as profit.

12

Valuation and Financial Projection

Source: Bloomberg, Morningstar, Yahoo Finance, Company Filings, Deerwood Estimates

Priceline enjoys an enviable 28% profit margin resulting from its strong network effects and strategic focus on the fragmented international hotel markets, compared to peers with sub-20% or even negative profit margins. DCF valuation and assumptions Revenue – PCLN grew its gross bookings 30% per year in the past five years, outperforming industry bookings growth by 20%. Going forward, we assumed PLCN will continue gaining market share and grow bookings by 20% from 2016-2020. Take rate – Expecting pricing pressure from TripAdvisor’s instant booking and other possible new OTA entrants, we forecast commission/take rates to decline slightly over time from 13.6% in 2015 to 13.1% in 2020. Expenses – We project advertising and SG&A expenses as % of total revenue to increase slightly over time to account for the investments needed to maintain PCLN’s market position and nurture new growth initiatives.

Operating Statistics Projected Projected

Market Cap Net Income Revenue Net Income Profit Margin P/E Multiple

Company Dec-15 Dec-16 Growth Growth Dec-15 Dec-16 Dec-15 Dec-16

Expedia 13,316$ 477$ 605$ 14.3% 26.8% 7.3% 8.1% 27.9 x 22.0 x

Ctrip 10,297 45 197 37.3% 339.3% 2.6% 8.3% 230.2 x 52.4 x

Tripadvisor 9,867 307 394 22.8% 28.6% 19.8% 20.8% 32.2 x 25.0 x

Qunar 3,752 (348) (94) 60.6% NM (62.0%) (10.5%) NM NM

HomeAway 2,736 60 75 15.9% 23.8% 12.1% 12.9% 45.2 x 36.5 x

Orbitz 1,257 (15) 37 5.9% NM (1.6%) 3.7% NM 33.9 x

MakeMyTrip 630 (16) (3) 23.9% NM (10.5%) (1.8%) NM NM

eLong 615 (135) (43) 9.1% NM (80.4%) (23.5%) NM NM

Maximum 13,316$ 477$ 605$ 60.6% 339.3% 19.8% 20.8% 230.2 x 52.4 x

75th Percentile 9,974 122 246 27.2% 106.3% 8.5% 9.5% 91.5 x 36.5 x

Median 3,244$ 15$ 56$ 19.3% 27.7% 0.5% 5.9% 38.7 x 33.9 x

25th Percentile 1,100 (46) (13) 13.0% 26.1% (23.3%) (4.0%) 31.1 x 25.0 x

Minimum 615 (348) (94) 5.9% 23.8% (80.4%) (23.5%) 27.9 x 22.0 x

Priceline 66,629$ 2,624$ 3,144$ 19.9% 19.8% 28.1% 28.1% 25.4 x 21.2 x

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The Priceline Group Financial Projection

Source: Priceline Group filings, Deerwood estimates

Discounting our free cash flow forecast at 10% weighted-average cost of capital and assuming a 3% terminal growth rate, we estimate PCLN intrinsic value (including net cash) to be $1,660/share, or 30% higher than the current trading price of $1,280/share.

($ mm, except per share) 2011 2012 2013 2014 2015 E 2016 E 2017 E 2018 E 2019 E 2020 E

Total Worldwide Travel Spending 1,150,000 1,200,000 1,250,000 1,300,000 1,340,000 1,390,000 1,440,000 1,490,000 1,550,000 1,610,000

PCLN Market Share % 3.1% 3.9% 4.2% 4.9% 5.8% 6.7% 7.7% 8.7%

PCLN Gross bookings 21,658 28,456 39,173 50,300 55,922 68,563 83,270 100,132 119,162 140,282

% YOY change 59% 31% 38% 28% 11% 23% 21% 20% 19% 18%

Agency bookings 17,610 23,284 32,672 42,892 48,039 60,049 74,160 90,476 109,023 129,737

% YOY change 63% 32% 40% 31% 12% 25% 24% 22% 21% 19%

Agency take rate 13.4% 13.5% 13.5% 13.6% 13.6% 13.5% 13.4% 13.3% 13.2% 13.1%

Merchant bookings 4,048 5,172 6,501 7,409 7,883 8,514 9,110 9,656 10,139 10,545

% YOY change 41.3% 27.8% 25.7% 14.0% 6.4% 8.0% 7.0% 6.0% 5.0% 4.0%

Merchant take rate 18.0% 17.9% 17.4% 17.9% 17.9% 17.8% 17.7% 17.6% 17.5% 17.4%

Revenue 4,336 5,261 6,793 8,442 9,329 11,181 13,296 15,678 18,319 21,202

% YOY change 40.6% 21.3% 29.1% 24.3% 10.5% 19.9% 18.9% 17.9% 16.9% 15.7%

Agency revenue 2,351 3,143 4,411 5,846 6,548 8,124 9,959 12,060 14,423 17,034

Merchant revenue 2,004 2,105 2,211 2,186 2,326 2,498 2,658 2,801 2,925 3,024

Advertising revenue 171 410 456 559 679 816 971 1,143

Cost of merchant revenue 1,276 1,177 1,077 858 913 980 1,043 1,100 1,148 1,187

Cost of agency revenue 0 0 0 0 0 0 0 0 0 0

Gross profit 3,079 4,083 5,716 7,584 8,416 10,201 12,253 14,578 17,171 20,015

Gross margin 71.0% 77.6% 84.1% 89.8% 90.2% 91.2% 92.2% 93.0% 93.7% 94.4%

Advertising expense 954 1,309 1,926 2,591 2,907 3,593 4,399 5,334 6,401 7,599

SG&A expense 673 879 1,260 1,712 1,900 2,303 2,766 3,291 3,876 4,518

D&A 53 65 118 208 230 275 328 386 451 522

Operating income 1,399 1,830 2,412 3,073 3,380 4,030 4,760 5,567 6,443 7,375

Interest income (expense) (23) (60) (79) (75) (100) (100) (100) (100) (100) (100)

EBT 1,368 1,762 2,297 2,989 3,280 3,930 4,660 5,467 6,343 7,275

Tax rate 22.6% 19.2% 17.6% 19.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0%

Net income 1,059 1,424 1,893 2,422 2,624 3,144 3,728 4,374 5,074 5,820

% YOY change 100.6% 34.5% 32.9% 27.9% 8.3% 19.8% 18.6% 17.3% 16.0% 14.7%

Net margin 24.4% 27.1% 27.9% 28.7% 28.1% 28.1% 28.0% 27.9% 27.7% 27.4%

Diluted shares outstanding 51.2 51.3 52.4 53.0 52.3 52.0 52.0 52.0 52.0 52.0

EPS $20.68 $27.74 $36.12 $45.68 $50.22 $60.46 $71.69 $84.11 $97.58 $111.92

CFO 1,342 1,786 2,301 2,914 3,241 3,883 4,604 5,402 6,267 7,188

CAPEX 47 55 332 131 200 250 300 350 400 450

Unlevered Free Cash Flow 1,295 1,731 1,969 2,783 3,041 3,633 4,304 5,052 5,867 6,738

Weighted Average Cost of Capital 10.0%

Terminal Growth Rate 3.0%

NPV of Unlevered Free Cash Flows 19,564

Present Value of Terminal Value 62,682

Enterprise Value 82,246

Q2 2015 Net Cash 4,185

Equity Value 86,430

Diluted Shares Outstanding 52.0

Equity Value Per Share $1,660

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Exhibits

Exhibit 1. Global Traffic Ranking of Online Travel Booking Websites

Source: Alexa

Exhibit 2. Global Travel/Tourism Website Category Ranking

Source: Similarweb

Travel Sites Alexa Global RankBooking.com 84 Priceline Group Brands

Yelp.com 145 Expedia BrandsTripadvisor.com 168 TripAdvisor

Expedia.com 390Hotels.com 435

Airbnb 445Kayak.com 480Agoda.com 516Qunar.com 559

Priceline.com 637Ctrip.com 1159

Orbitz.com 1348Easyjet.com 1533

Homeaway.com 1581Opentable.com 1784

Lonelyplanet.com 1788Travelocity.com 1934

Hotwire.com 1974Rentalcars.com 2322

Trivago.com 3161Hostelworld.com 3734Cheaptickets.com 5909

Onetravel.com 6024Venere.com 6872Villas.com 8185

Hostelbookers.com 10208

Travel Sites Global Category Rankbooking.com 1 Priceline Group Brandstripadvisor.com 2 Expedia Brandsairbnb.com 3 TripAdvisorirctc.co.in 4expedia.com 5agoda.com 6woozgo.fr 7hotels.com 8southwest.com 9priceline.com 10ctrip.com 11kayak.com 12

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Exhibit 3. Top 10 Travel/Local Apps in the World’s Top 10 Tourism Destinations (Apple App Store)

Source: Similarweb, World Tourism Organization

Exhibit 4. Top 10 Travel/Local Apps in the World’s Top 10 Tourism Destinations (Google Play Store)

Source: Similarweb, World Tourism Organization

Exhibit 5. We thank the management of these fine hotels in Los Angeles and Indonesia for providing

their insights on the independent hotel industry:

Los Angeles

The Cadillac Hotel http://www.thecadillachotel.com/

The Elan Hotel http://www.elanhotel.com/

O Hotel http://ohotelgroup.com/

Indonesia

Oak Tree Emerald Semarang http://www.oaktree-hotel.com/semarang

Rank France United States Spain China Italy Turkey Germany United Kingdom Russia Thailand

1 TripAdvisor Hotels Flights RestaurantsUber TripAdvisor Hotels Flights Restaurants滴滴出行 TripAdvisor Hotels Flights RestaurantsoBilet - Otobüs BiletiDB Navigator Uber OneTwoTrip – дешевые авиа, жд билеты, бронирование гостиницы для путешествияGrabTaxi: Book a ride Priceline Group Brands

2 BlaBlaCar - Trusted RidesharingYelp Booking.com Hotel Reservations Worldwide & Hotel Deals去哪儿旅行-酒店.机票.门票.火车票.自由行.旅游攻略Booking.com Hotel Reservations Worldwide & Hotel DealsPegasus Airlines MobileAb-in-den-Urlaub.de - Wir schicken Deutschland in den UrlaubTripAdvisor Hotels Flights RestaurantsBlaBlaCar - Trusted RidesharingAirAsiaAirAsia Expedia Brands

3 Voyages-sncf : réserver échanger vos billets de trainGoogle Earth BlaBlaCar - Trusted Ridesharing携程旅行-订酒店机票火车票,查旅游攻略景点门票EXPO MILANO 2015 Official AppTurkish Airlines Booking.com Hotel Reservations Worldwide & Hotel Dealsthetrainline - Get live train times & buy cheap rail tickets with our smart journey plannerYandex.Taxi Thai Lion Air TripAdvisor

4 SNCF Lyft - Taxi & Bus App AlternativeVueling Airlines - Cheap Flights同程旅游-订酒店机票火车票景点门票,出境跟团自由行邮轮自驾游Trenitalia WiFi Map — Passwords for free wireless internet access in public places hotspots. Good alternative for roaming.Google Earth Google Earth Gett (GetTaxi) - NYC Black Car Service & Taxi appNok AirNok Air

5 Airbnb TripAdvisor Hotels Flights RestaurantsSocialDrive 途牛旅游-中国好声音独家互动合作伙伴Google Earth BlaBlaCar - Trusted RidesharingBlaBlaCar - Trusted RidesharingBooking.com Hotel Reservations Worldwide & Hotel DealsAviasales — авиабилеты дешевоGoogle Earth

6 Booking.com Hotel Reservations Worldwide & Hotel DealsUnited Airlines Google Earth 违章查询-车轮查违章（2015官方专业版、免费支持全国车辆违章查询的好助手）trivago Hotel deal comparison from over 250 booking sites worldwideBooking.com Hotel Reservations Worldwide & Hotel DealsFluege.de - Finde den billigsten Flug!easyJet mobile MAPS.ME – Offline Map with Routing, City Guide, POI Location, Subway and Driving Directionsagoda - hotel booking in 56,000 cities worldwide

7 Google Earth GasBuddy - Find Cheap Gas PricesAirbnb 铁路12306 Airbnb Biletall - En Ucuz & Uygun Uçak, Otobüs ve İdo Bileti Satın Al, Online Bilet Rezervasyonu YapAirbnb Ryanair - Cheapest FaresBooking.com Hotel Reservations Worldwide & Hotel DealsTHAI Smile Airways

8 RATP Fly Delta Ryanair - Cheapest FaresUber Bravofly: flights searchTripAdvisor Hotels Flights RestaurantsTripAdvisor Hotels Flights RestaurantsNational Rail EnquiriesUber UberUberUber

9 Uber Airbnb RenfeTicket 高铁管家 - 买火车票，在线退票改签 - 12306版BlaBlaCar - Trusted RidesharingUçak Bileti by EnuyguniHotel – Hotel SearchTube Map London UndergroundRutaxi Онлайн - заказ таксиAirbnbAirbnb

10 iDTGV Southwest AirlinesHopper - Airfare Predictions滴滴专车-司机版Skyscanner - Compare Cheap FlightsBiTaksi - Cebindeki TaksiFlixBus bus app Airbnb Слетать.ру Поиск туровCheap flights, compare prices and all american airlines: JetBlue, US Airways, Southwest, United; book best and cheapest plane tickets – JetRadar

Rank France United States Spain China Italy Turkey Germany United Kingdom Russia Thailand

1 Waze Social GPS Maps & TrafficWaze Social GPS Maps & TrafficBlaBlaCar, Trusted RidesharingN/A TripAdvisor Hotels FlightsYandex.NavigatorGoogle Earth Google Earth 2GIS: Dubai & Cyprus mapsGoogle Earth Priceline Group Brands

2 BlaBlaCar, Trusted RidesharingGoogle Earth Google Earth N/A Google Earth GPS Navigation & Maps Sygicclever-tanken.de TripAdvisor Hotels FlightsYandex.NavigatorAirAsiaAirAsia Expedia Brands

3 Google Earth Yelp SocialDrive N/A EXPO MILANO 2015 Official AppWiFi Map — PasswordsImmobilien Scout24Booking.com Hotel ReservationsYandex.Maps GPS Navigation & Maps SygicTripAdvisor

4 Mappy- Itinéraire & Vie localeGasBuddy - Find Cheap GasTripAdvisor Hotels FlightsN/A Booking.com Hotel ReservationsGPS Navigation BE-ON-ROADHERE Ryanair - Cheapest FaresNavitel Navigator GPS & MapsNok AirNok Air

5 TripAdvisor Hotels FlightsGPS Navigation BE-ON-ROADBooking.com Hotel ReservationsN/A Waze Social GPS Maps & TrafficFoursquare - Best City GuideOffline maps & NavigationeasyJet GPS Navigation BE-ON-ROADMapsMapsMaps

6 Airbnb TripAdvisor Hotels FlightsGPS Navigation & Maps SygicN/A GPS Navigation & Maps SygicPegasus Airlines MobileGPS Navigation & Maps SygicAirbnb GPS АнтиРадар (детектор) FREEThailand Offline Map

7 Booking.com Hotel ReservationsFoursquare - Best City GuideWaze Social GPS Maps & TrafficN/A Airbnb BlaBlaCar, Trusted RidesharingBooking.com Hotel ReservationsWaze Social GPS Maps & TrafficBlaBlaCar, Trusted RidesharingMAPS.ME –Offline Map & Routing

8 PagesJaunes – recherche localeMapQuest GPS Navigation & Mapsizi TRAVEL: audio tour guideN/A GPS Navigation BE-ON-ROADTurkish Airlines Ab in den Urlaub - ReisenSkyscanner - All Flights!Aviasales — авиабилеты дешевоGPS Navigation BE-ON-ROAD

9 ViaMichelin Route planner,mapsExpedia Hotels, Flights & CarsBuscoUnChollo - Viajes OfertasN/A izi TRAVEL: audio tour guideYandex.Maps BlaBlaCar, Trusted RidesharingTomTom GPS Navigation TrafficWaze Social GPS Maps & TrafficThai Lion Air

10 MICHELIN Navigation & TrafficAirbnb GPS Navigation BE-ON-ROADN/A Accurate Altimeter FreeBooking.com Hotel ReservationsTomTom GPS Navigation TrafficOffline maps & NavigationMAPS.ME –Offline Map & RoutingAgoda – Smarter Hotel Booking

16

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