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Case 1:05-cv-00956-CCM

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IN THE UNITED STATES COURT OF FEDERAL CLAIMS DAVID S. LITMAN And MALIA A. LITMAN, Plaintiffs-Counterdefendants, v. THE UNITED STATES, Defendant-Counterplaintiff ____________________________________ ROBERT B. DIENER And MICHELLE S. DIENER, Plaintiffs-Counterdefendants, v. THE UNITED STATES, Defendant-Counterplaintiff ____________________________________ HOTELS.COM, INC. and Subsidiaries (f/k/a HOTEL RESERVATIONS NETWORK, INC.) Plaintiffs, v. THE UNITED STATES, Defendant ____________________________________ ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )

No. 05-956T

No. 05-971T

No. 06-285T (Judge Christine O.C. Miller)

HOTELS.COM'S EXHIBIT AND WITNESS LISTS Pursuant to the Court's Order of November 16, 2006 and Paragraphs 15 and 16 of Appendix A of the Rules of the United States Court of Federal Claims (the "RCFC"), plaintiff Hotels.com and Subsidiaries ("Hotels.com"), submits its Exhibit and Witness lists. EXHIBITS Pursuant to Paragraph 16 of Appendix A of the RCFC, annexed hereto as Exhibit A is a list of all exhibits that may be used at trial by Hotels.com. The exhibits Hotels.com expects to offer as part of its case-in-chief or rebuttal are listed first. Hotels.com reserves the right to supplement this 1

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list based on new and previously undisclosed information contained in the contemporaneouslymade submissions by plaintiffs David S. and Malia A. Litman, and Robert B. and Michelle S. Diener, and in the submissions to be made by defendant on or about April 2, 2007. WITNESSES Pursuant to Paragraph 15 of Appendix A of the RCFC, identified below are the witnesses Hotels.com currently anticipates calling at trial for its case-in-chief or rebuttal purposes, along with the topics to be addressed in the expected testimony. Hotels.com has assumed, for purposes of this filing, that its Motion for Leave to File Deposition Testimony Under RCFC 32(a)(3) and Appendix A will be granted. In addition, Hotels.com reserves the right to supplement this list based on new and previously undisclosed information contained in the contemporaneously-made submissions by plaintiffs David S. and Malia A. Litman, and Robert B. and Michelle S. Diener, and in the submissions to be made by defendant on or about April 2, 2007. A. 1. Witnesses Expected To Be Offered Michael Adler (.5 hours)

Address: 3150 139th Avenue SE; Bellevue, WA 98005 Phone number: c/o Bob Dzielak (425) 679-3644 Subjects of Information: Mr. Adler is currently expected to testify concerning general background matters; his roles and responsibilities; the Asset Purchase Agreement and related amendments, including, but not limited to negotiations, earn out payments, and stock issuance; the IPO; SEC matters; corporate actions; tax returns; valuations; and, potentially IRS audit. 2. Dr. Mukesh Bajaj (1.5 hours)

Address: 2000 Powell Street, Suite 600; Emeryville, CA 94608 Phone number: 510.985.6923 2

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Subjects of Information: Dr. Bajaj is currently expected to testify concerning the subjects addressed in his expert reports dated June 21, 2006, July 12, 2006, and the addendum dated July 27, 2006 that he submitted in this case as well as any issues related to the February 2007 amendment to Mr. Mitchell's report. 3. Michelle S. Diener (.5 hours)

Address: 8 Indian Creek Island Road, Indian Creek Village, FL 33154 Phone number: Unknown Subjects of Information: Mrs. Diener is currently expected to testify concerning general background matters; her role and responsibilities at HRN; the Asset Purchase Agreement and related amendments; the IPO; matters set forth in her affidavit filed in Litman et al. v. United States, No. 05-956; the TMF Liquidating Trust, including, but not limited to tracking interests and stock transactions; valuation of stock issued pursuant to the terms of the Amended and Restated Asset Purchase Agreement; tax returns; and, potentially, IRS audit. 4. Robert B. Diener (1 hour)

Address: 8 Indian Creek Island Road, Indian Creek Village, FL 33154 Phone number: Unknown Subjects of Information: Mr. Diener is currently expected to testify concerning general background matters; his role and responsibilities at HRN; the Asset Purchase Agreement and related amendments, including but not limited to negotiations, earn out payments, and stock issuance; the IPO; matters set forth in his affidavit filed in Litman et al. v. United States, No. 05-956; SEC matters; the TMF Liquidating Trust, including, but not limited to tracking interests and stock transactions; valuation of stock issued pursuant to the terms of the Amended and Restated Asset Purchase Agreement; tax returns; and, potentially, IRS audit. 3

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5.

Viren Gandhi (.5 hours)

Address: 2613 Wakefield Drive, Plano, TX 75093 Phone Number: 214-893-7570 Subjects of Information: Mr. Gandhi is currently expected to testify concerning his roles and responsibilities; general background matters; HRN's federal income tax reporting. 6. Dara Khosrowshahi (2 hours)

Address: 3150 139th Avenue SE; Bellevue, WA 98005 Phone number: c/o Bob Dzielak (425) 679-3644 Subjects of Information: Mr. Khosrowshahi is currently expected to testify concerning general background matters; his roles and responsibilities; the Asset Purchase Agreement and related amendments, including, but not limited to negotiations, earn out payments, and stock issuance; the IPO; SEC matters; corporate actions; tax returns; valuations; and, potentially IRS audit. 7. Thomas Kuhn (1 hour)

Address: Allen & Company, 711 Fifth Avenue, New York, NY 10022 Phone number: (212) 339-2644 Subjects of Information: Mr. Kuhn is currently expected to testify concerning general background matters; his roles and responsibilities; the Asset Purchase Agreement and related amendments, including but not limited to negotiations, earn out payments, and stock issuance; the IPO; SEC matters and corporate actions. 8. Brian M. Lidji (1 hour)

Address: Lidji & Dorey, 500 N. Akard, Suite 3500, Dallas, TX 75201-6657 Phone number: (214) 774-1220 Subjects of Information: Mr. Lidji is currently expected to testify concerning general background 4

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matters; the Asset Purchase Agreement and related amendments, including but not limited to negotiations, earn out payments, and stock issuance; the IPO; SEC matters; the TMF Liquidating Trust, including, but not limited to tracking interests and stock transactions; valuation of stock issued pursuant to the terms of the Amended and Restated Asset Purchase Agreement. 9. David S. Litman (1 hour)

Address: 10710 Strait Lane, Dallas, TX 75229 Phone number: Unknown Subjects of Information: Mr. Litman is currently expected to testify concerning general background matters; his role and responsibilities at HRN; the Asset Purchase Agreement and related amendments, including but not limited to negotiations, earn out payments, and stock issuance; the IPO; matters set forth in his affidavit filed in Litman et al. v. United States, No. 05-956; SEC matters; the TMF Liquidating Trust, including, but not limited to tracking interests and stock transactions; valuation of stock issued pursuant to the terms of the Amended and Restated Asset Purchase Agreement; tax returns; and, potentially, IRS audit. 10. Mel Robinson (.5 hours)

Address: Unknown Phone Number: (214) 676-6343 Subjects of Information: Mr. Robinson is currently expected to testify concerning his role and responsibilities at HRN; HRN's tax returns; communications with members of HRN's Board of Directors; the IPO; corporate performance and expectations; valuations; SEC matters. B. 1. Witnesses To Be Called If The Need Arises Bo-Yee Fung (.5 hours)

Address: 5 Times Square, New York, NY 10036-6530 5

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Phone number: c/o Michael Frank (212) 773-3805 Subjects of Information: Mr. Fung is currently expected to testify concerning the goodwill amortization deductions actually claimed by HRN on its original 2000 tax return. 2. Randy Pedersoli (.5 hours)

Address: 3150 139th Avenue SE; Bellevue, WA 98005 Phone Number: c/o Bob Dzielak (425) 679-3644 Subjects of Information: Mr. Pedersoli is currently expected to testify concerning the amortization deductions claimed by HRN and potentially the HRN federal tax audit concerning 2000 Form 1120. 3. Donna Suhadolnik (.5 hours)

Address: 3150 139th Avenue SE; Bellevue, WA 98005 Phone Number: c/o Bob Dzielak (425) 679-3644 Subjects of Information: Ms. Suhadolnik is currently expected to testify concerning the amortization deductions claimed by HRN and the refund claims filed by HRN and, potentially, the HRN federal income tax audit concerning 2000 Form 1120. Respectfully submitted, February 26, 2007 s/ Kim Marie K Boylan Latham & Watkins, LLP 555 11th Street, NW Washington, DC 20004 (202) 637-2235 Attorney of Record for Plaintiffs Hotels.com and Subsidiaries Kari M. Larson Latham & Watkins, LLP 555 11th Street, NW Washington, DC 20004 Of Counsel 6