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HomeMy WebLinkAboutSubmittal-Daniel Rotenberg-Letter and Information PacketSubmitted into the public record for item(s) RIE.1 . on 07/11/2019 , City Clerk THE RONG RCI a ti15- S4b+o\- tati,e\ )id\o\e/1/4\yer - iv‘V IA,1, ikt.kt% Submitted into the public record for item(s) RE.1 on _07/11/2019 , City Clerk From: Gaf <Gaf@gafcon.com> Date: June 11, 2019 at 12:43:23 PM EDT To: Robert Christoph <rwcjrPrcimarine.com> Subject: RCl/Seaport San Diego Hi Bobby, Once again, we would like to congratulate you on the successful proposal to redevelop the Virginia Key Marina into a world class waterfront. You requested that I clarify some aspects of the proposal that was submitted in 2016 to the Port of San Diego for the Central Embarcadero Project now known as Seaport San Diego related to a statement in the submission that RCI was doing work in Cuba. For the record I oversaw the preparation of the response. It appears that the reason for the statement in the proposal (that RCI was doing work in Cuba) is that our proposal preparation team undertook independent research and saw that an "RCI" out of Florida was beginning development in Cuba and assumed that it was you. We now understand this was another entity (RCI Timeshare) and not your company. This information was never confirmed with you. You have clarified that your RCI entity or any affiliate is NOT doing any work in Cuba. We have made our contact at the Port of San Diego (Lucy Contreras) aware of this confusion. Very Truly Yours, Gaf gafcon Yehudi "Gaf" Gaffen Chief Executive Officer direct 858.875.0011 main 858.875.0010 1 mobile 619.247.5181 5960 Cornerstone Court West, Suite 100 1 San Diego, CA 92121 1 www.gafcon.com WE DELIVER COMPLEX PROJECTS THAT POWER VIBRANT COMMUNITIES LI CM CONFIDENTIALITY NOTICE: This email and attachments ore intended solely for the addressee(s) and may contain confidential information and may be legally protected from disclosure. If you received this message in error, please immediately alert the sender by reply email and then delete this message and any attachments. If you are not the intended recipient, you are hereby notified that any use, dissemination, copying, or storage of this email or its attachments is prohibited. AFFIDAVIT STATE OF FLORIDA ) COUNTY OF I iMI-t At Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Before. rne, the undersigned amity, perkily appeared, RORFRT W. CHRISTOPH, JR. ("Aiftant"), who swore or affirmed that: 1. Alriant is a principal of RCI Gnu rRCt"). R 1 is a member or Virginia Key, Lt a joint verge and the recommended proposer in connection with C _ - of Miami Request for Proposals 1647- .1 t tor the redevelopment of Virginia Key Marina (tie "Project". 2. Milani is responsible for RCN business options and is aware of all business cor kx ted by RCI. 3. RCt has not entered into any business tcsions with Cam. 4. RCl has not engaged in any business operations in Cut including "business one as defined in Florida Statute Section 287.135, which is defined as 'acquiring. maintaining, owning, selling,;mussing, leasing, or operating equipment, facilities, pavane, products, services, peril property, real prey. military uiprt t, or any other apparaws of business or commerce 5. RC1 is not a parent or subsidiary of a cxrrt patty that has entered into any business trartsact vns with Cuba, or engaged its arty business operations in Cuba. FURTHER AFFIANT SAYETH NA t;l lT. Robert W. Christaph, jr. Sworn to aired subscribed before me on this SA- day of June,, 2019 by ROBERT W. C1 RiSTf *H, JR..,who is personally known to me and did not take th. 01111 rlj ( OMRy �.... OPOONCY Name: kt ISey S,,as.;'f-ts Commission Notary Public, State inhabit Cr My Corrsrnission Expires: (?./ 3 E12di Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk 1: "RCI Becomes First Timeshare Exchange Company to Offer Travel Packages in Cuba" Date: May 2, 2016 Source: Cision PR Newswire https:/ vom.pxnewswire.corninetnrs-reteases/rci-becomes-first-tirrs share-exc tar -c rrr v-to- coffer-travel-gauges-in-ouba300260733.htm{ 2: 'Timeshare Company RCI to Sell Cuba Packages" Date: May 2, 2016 Source: Travel Weekly httos:f .travetr+ k(y,co arl?.bb n-Trav f neshare-com t 14a-sCub - kaaes 3: "RCI Becomes First Timeshare Exchange Company to Offer Travel Options to Cuba" Date: May 2, 2016 Source: Travel Pulse ht1cs:/lwww.tra Ntuise.cominews/botels-and-reeorls,trci-bec mes-first-t where-excbar - comparty-to-afFer-travel-actions to-Cuba.htrrtil 4: "RCI Becomes First Exchange Company to Offer Travel Packages in Cuba" Date: May 3, 2016 Source: The Timeshare Authority hitps://www.thetttmeshar tthority cQm 01 05 031rci-becomes-€Irst-exchange-com-to-offer- travel-rackaoes-in-cubs/ 5: "RCI Becomes First Timeshare Exchange Company to Offer Travel Packages in Cuba" Date: May 5, 2016 Source: Travel Daily News ti1Dsll inwrr traveklaiiyne _comfttrc -becomes-first-timey-to-ofer- 1 el-peaain-a 6: "4 Questions for Eugenio Macouzet, RCI Caribbean" Date: May 14, 2017 Source: Hotel Management https://www.hotelmanagernentrietidevelopment/4-ouestions-for 7: "RCI Keeps Growing in the Caribbean" Date: May 16, 2016 Source: Caribbean Journal httos://www.caribiovmat co 017i 5/16/rci-keens-growing-Caribbean+ acouzet-rci-caribbean 8: "Melia Continues Cuba Expansion with Five New Hotels" Date: May 2, 2018 Source: RCl Ventures https://rciventureS,com/newsilatin-amen►ca/meiia-continues-e anion-cubai 9: "RCI Celebrates 45 years of Providing Unforgettable Vacations" Date: April 8, 2019 Source: Wyndham Destinations ttt /www.wvnlh tcl sett to tiinations.com/neyrs-Chia/ass-reIe strc%cefebfates-45-yea -of- LES 10: "Caribbean & Cuba Charms" Source: RCI Travel httP://www.rcitravel.com.autoackage-details.php?id=caribbean-a ch arms Submitted into the public record for item(s) IRE.1 . on 07/11/2019 , City Clerk RCI Becomes First Timeshare Exchange Company to Offer Travel Packages in Cuba RCI to offer tours to the sought-after destination for RCI Platinum® members residing in the U.S. 1 NEWS PROVIDED BY RCI—+ May O2.2016, 09.00 ET 0 HOLLYWOOD, Fla.. May 2, 2016 /PRNewswire/ -- RCI, the global leader in vacation exchange, has opened doors to a new frontier for timeshare owners. The company is offering travel options to Cuba through a new alliance with Cuba Travel Services, an established travel tour company. This relationship is a first in the timeshare exchange Industry. RCI Platinum® members in the U.S. will now have access to unique "people -to -people" educational tour packages designed and operated by Cuba Travel Services. With an initial pilot of the tours providing two customized itineraries, RCI Platinum members and their guests can book five -night and seven -night rental packages with departure dates starting this summer. The packages include charter flights from Miami to Havana, accommodations in Havana and Varadero, educational people -to -people activities, select meals and assistance with travel documents and license requirements. The itineraries bring travelers to important historical and cultural sites, providing great opportunities to interact with the Cuban people, including visits to Revolution Square, the studio of famous artist Jose Rodriguez Fuster, Ernest Hemingway's museum at Finca Vigia, local farms and sugar cane fields, the marina at Cayo Blanco and more. Travelers will enjoy further Insight into Cuban culture through a taste of Cuban cuisine and interactions with dance instructors, musicians and local guides. "We are so excited to be entering a new destination with our foray into Cuba," said Gordon Gurnik, president of RCI. "With recent changes to travel regulations, there is an amazing opportunity for Americans to visit Cuba and experience a new culture. "We know people are looking for ways to visit, with new data from MMGY Global reporting that 19 percent of all U.S. adults said they would consider taking a vacation to Cuba within the next two years," Gumik continued. 'With that type of enthusiasm, we wanted to give RCi Platinum members a way to experience this new destination with this initial tour program."' Cuba Travel Services is a travel service provider headquartered in Cypress, California, and is one of the leading providers of "people -to -people" educational tours to Cuba. "People -to -people" travel is one of the educational activities that are approved forms of travel for Americans visiting Cuba. Cuba Travel Services has significant experience in managing and operating tours, as they have been sending travelers on memorable trips for more than 16 years. "We were so happy to join RCI In offering specially designed Cuba itineraries to RCI Platinum members," said Michael Zuccato, general manager of Cuba Travel Services. "For years, our team has been creating amazing travel experiences in Cuba, and we are so excited to begin offering these options to vacation exchange members. The Cuban culture and the beauty of the country make for truly memorable trips, and we are confident RCi's members will love traveling there as much as we do." With the pilot program offering dates for travel beginning this summer, RCi Platinum members in the U.S. will be contacted about travel opportunities. As the program gains popularity and demonstrates successful travel experiences for RCI Platinum members, additional travel dates may be added to expand the opportunity to a larger RCI member base. Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk About RCI RCI is the worldwide leader In vacation exchange with approximately 4,300 affiliated resorts in more than 100 countries. RCI pioneered the concept of vacation exchange in 1974, offering members increased flexibility and versatility with their vacation ownership experience. Today, through the RCI Weeks• program, the week -for -week exchange system, and the RCI Points• program, the industrys first global points -based exchange system, RCI provides flexible vacation options to its 3.8 million RCI subscribing members each year. RCPs luxury exchange program, The RegistryColection• program, is the world's largest program of its kind with approximately200 affiliated properties either accessible for exchange or under development on six continents. RCI is part of Wyndham Destination Network and the Wyndham Worldwide family of brands (NYSE: WYN). For additional information, visit our media center. RCI can also be found on Facebook, YouTube and Twitter. About Cuba Travel Services Cuba Travel Services (CTS) is the leading authorized air charter and travel company providing a diverse set of services to, from and within the Republic of Cuba. As the premier indirect alr carrier, CTS arranges flights from Miami, Los Angeles, New York (JFK) and Tampa to Havana, Cienfuegos, Santa Clara, Camaguey, Holguin and Santiago de Cuba using next generation Boeing 737-800 and Airbus A320 aircraft. The largest US based tour operator and destination management company serving the country, Cuba Travel Services offers hotels bookings, transportation services and specialized tour programming all consistent with US Government travel restrictions. CTS has been arranging flights and travel services to Cuba for more than 16 years and is widely regarded as the most trusted and respected travel company In the industry. For more information follow us on Facebook, Google +, Twitter. tnstagram, YouTube or visit www cubatravelservices.com. Logo - http://photos.prnewswire.com/pmht201508209918LOGO SOURCE RCI Related Links http:!/www.rcicom Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk 6/5/2018 Timeshare company RCt to sok Cuba packages: Travel Weekly CARIBBEAN Timeshare company RCI to sell Cuba packages By Danny King 1 May 02, 2016 Wyndham Worldwide's RCI division said Monday that this summer it will become the first timeshare -exchange company to sell Cuba travel packages. RCI, through a partnership with travel agency Cuba Travel Services, will coordinate charter flights to Havana from Miami, lodging in Havana and Varadero, and meals and educational activities. The two itineraries will include visits to Revolution Square and local sugar -cane fields, and tours of sites such as Ernest Hemingway's former home that was turned into the museum Finca Vigia and a studio tour of Cuban artist Jose Rodriguez Fuster. RCI will offer the packages to its Platinum -level members in the U.S. RCI joins a growing list of U.S.-based companies that have added travel services and products in Cuba since the Obama administration In March began allowing solo travel to the island. Most notably, Starwood Hotels & Resorts and Marriott International in late March were approved by the U.S. Treasury Department to operate hotels in Cuba, clearing the way for the first U.S. hospitality operations in the country in almost 60 years. Copyright © 2019 Northstar Travel Media, LLC. All Rights Reserved. 100 Lighting Way Secaucus, NJ 07094-3626 USA Telephone: (201) 902-2000 https:ffwww.traveiweekiy.com/Caribbean-Travel!Timeshare-company-RCl-to-selt-Cuba-packages Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk hags ietww travel westdy.cornrCaribbasn-Ti 5/24/2019 TR6160 114 sae TRAvu RCI Becomes First Timeshare Exchange Company to Cofer Travel dons to Cuba I TravelPulse Tca,res Mg1440040 Traw+ TOMO Peso sea4rn non. u1 update4 I.11.2 AM ET,Mon May021016 RCI Becomes First Timeshare Exchange Company to Offer Travel Options to Cuba MOTEL & jtESONT I PATRZX CLAMP. I MAY02, 2016 PHOTO"' Havana, Cuba (Photo courtesy of Thinkstock). Through an alliance with Cuba Travel Services, Wyndham Worldwide's RCI has become the first timeshare exchange to offer U.S. members travel packages to Cuba. Starting this summer, RCI Platinum members In the U.S. will be able to book five- and seven-nEght rental packages. The educational tour packages, designed and operated by Cuba Travel Services, will include charter flights to Havana from Miami, accommodations In Havana and Varadero, educational activities and select meats. Members will also receive assistance with necessary travel documents and license requirements, TRENDING NOW More Hotels Are Coming to Cuba, Including, the ties LCBIQ Hotel MOTEL a RESORT US *atm Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk Subscribe to our nevi/skyey. for free to receive the top offers, lips, advice, news. and videos horn everything travel Enter What lest Describes Your C► Traveler o Travel Agent 0 Travel Supplier Submit FEATURED VIDEO Experience What The Cosmopolitan of Las Vegas Has to Offer (t v ,r.trimipulspr mi Titarop Administrant* Cuba Resuictions May Stele Cruise sue... CRUISE LINE & CRUISE SHIP international Tourism m Fair Hicks Ott in Havana, Cuba DESTINATION 4 TOURISM 113 5/20/2019 RCI Becomes First Tmteshare Exchange Company to Qffer Travel Options to Cuba I TraveiPulse 4/ TittAtuitsc JRAvEi NdMiyTrstst ItANJmmaiTnnel tt1 x Eso-Trion ty WIMINIKCS OFFERS VIO€O OPi$JONS BLOCS SUPPLIERS DESTINATION "We know people are looking for ways to visit, with new data from MMGY Global reporting that 19 percent of ail U.S. adults said they would consider taking a vacation to Cuba within the next two years," said Gurnik In a statement, "With that type of enthusiasm, we wanted to give RCt Platinum members a way to experience this new destination with this initial tour program." Travel Industry Reacts to President Tnnnps AllNew Crackdown,., IREPACRNG TRAVEL READ MORE: Starwood Becomes First US Hospitality Company to Enter Cuba Historical and cultural attractions featured in the pilot Itineraries Include Revolution Square, arttstjose Rodriguez Fuster's studio, Ernest Hemingway's museum at Finca Vigta, the marina at Cayo Blanco and local farms, among other sites. RCI said that Platinum members In the U.S. will be contacted about travel opportunities to Cuba this summer. Moving forward, assuming the program is popular and successful, the company plans to add new dates and eventually offer the trips to additional RCI members. t'ottuw c'tRrite Follow TravetPulse For more Information on CU;A For more NOTE! & RESORT NEWS MORE BY PATRICK CLARRE • LISTEN.: Record Summer for Travel Cruise Ship Rescue and More on the TraveIPuLse Pudcast • O Dar. Beach Reveals Top 10 US leaches for 2019 Hard Rock Unveils Plans for World's Only Guitar Shaped... t e f eww.tnweipulee•mmhew+s Indulge in All -Inclusive Dining at Palace Resorts The Westin Los Angeles Airport: Stay, Play and Unwind in LA Aston Martin and Waldorf Astoria Create Unforgettable Glamping Experiences 5X..i Now Prom $3,53: Mediterranean Honeymoon Oceanview Chub Level „. Now Flom $498: Royal seaside Crystal Lagoon One Bedroom... SANDALS RESORTS I Free Nib: Beaehfront Millionaire One Bedroom Butler . LATEST OPINIONS AND BLOCS SCUBA Diving in the South Pacific With Paul Gauguin Cruises VA/4AS* /11. aY What Your Agency Can Do During Slow Season Must -See UNESCO World Heritage Sites in Asia CRYSTALCSUISES WOG MOST READ 30 Safest Places to Travel in 2019 DESTINATION & TOURISM ZS Best Rides at Universal Studios Orlando Theme Parks ENTERTAINMENT The ZS Most Charming Towns in America DESTINATION & TOURISM 30 Top LGBTQ Travel Destinations for 2019 DESTINATION & TOURISM 12 Game of Thrones Filming Locations in Dubrovnik, Croatia ENTERTAINMENT Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk V3 5/24/2019 RC! Becomes Fast Exchange Company to Offer Travel Packages ill Cuba E4fTh4f SEL TI ESHARE BUYTIMESHARE RENTTIMESHARE ABOUT Home > More News ► ACf Becomes First Exchange Company to Offer lands In Cuba RC! Becomes First Exchange Company to Offer Travel Packages in Cuba Author Staff Contributor t -topics: rule tmvet cikelgengsnices. t3lrb6i BCJ ttf T[rest t I. 2016 platinuoungmbets le Yesterday. RCI deed to offer a brand new opportunity for timeshare owners. The company has formed a new alliance with Cuba Travel Services to offer options for owners to travel to Cuba with an RCI Platinum membership. This is the first relationship of its kind within the timeshare exchange wry. Cuba Travel Services offers a variety of educational tour packages that Include charter flights to Miami to Havana. accommodations in Havana and Varadero. educational people -to -people activities, select meals, and assistance with travel documents and license requirements. These experiences will now be available to RO Platinum members throughout the US. Booking dates for five or sewn night rental packages begin this summer, These unique Itineraries will allow travelers to visit important historical and cultural sites throughout Cuba. while giving them the opportunity to interact with the local people while sampling local cuisine and participating in area traditions. "We are so excited to be entering a new destination with cair foray into Cuba:. said Godon Gumik, president of RCI. 'With recent changes to travel regulations there is an amazing opportunity for Americans to visit Cuba and experience a new culture. We know people are looking for ways to visit, with new data from MMGY Global reporting that 19 percent of ad U.S. adults said theyve,utd consider taking a vacation to Cuba within the next two years With that type of enthusiasm. we wanted to give RCI Platinum members a way to experience this new destination with this initial tour program" Cuba Travel Services is based out of Cypress. California and is a leader in "people -to -people" educational tours in Cuba. They've been managing these approved tours and have been sending travelers on exceptaotal trips for over 16 years. Their general manager. Michael Zuccato. is thrilled with the recently formed .dance with RO and strongly believes that RC[ s members will love earplug Cuba through the company's vatxiderful tours. RCI Platinum members will be contacted soon regarding travel opportunity for this summer. As the program gains more popularity. more travel dates will be added to allow more RCI members to experience the opportunity. Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk BUY A TIMESHARE RENT A TIMESHARE RENT MY TIMESHARE SELL MY TIMESHARE CONNECT WITH US FadowieVaraianNateut SUBSCRIBE Dare. ewn►afirr auseiriaa ato Mk wafts miliclionerhistrmen *tetra rest nitre or fail name Erna By continuing, you accept the privacy PcsiirY E LATEST ARTICLES 1/3 5/24,2019 RC' Becomes First Exchange Company to Offer Travel Packages in tuba To team more about leading external exchange company, RCt, and the various timeshare vacation packages they offer, visit ih:� sib To get more information about Cuba Travel Services and their "people -to -people" tours, visit their website. httpadiWww. I�f May 23 t4 Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk t*" M��e�f bOpens Marriott Vacation May 22 2Cit3 F au ity ooft 2016/05/ Hirai-bearnroe-ibstt-ex irce ar>Y•#o•eYer ertiVitirrailie May 20.2979 TWITTER FEED TAGS Vacation Timeshare ifs Mends Traitors Owners Millaieetrued Timeshare Rent* Orlando Titnestrat Thceshare Retest Marriott Tie tn;�erlifetkaM Tire Sales Timixasta (Ode as Twtr+r Q'fsney %olion Chili mrsil= Seal Mr timeshare trrienatinbaratienal times' siteutioitawarislap dtiforniaTiaiespsre Caribtasa +skew 2/3 5/24/2019 RCI becomes Ana timeshare exchange company to alter travel packages in Cuba I TravelOylvews International 24 FR!. MAY TOs TravelDailvNews i Intern not .cam \1! Dilly travel & tourism news portal for the International market sines 1999 Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk RCI becomes first timeshare exchange company to offer travel packages in Cuba 05 May 2016 0 10:37 2261 RCi Platinum® members in the US. will now have access to unique 11aeople4o people" educational tour packages designed and operated by Cuba Travel Services. HOLLYWOOD, Fla. - RCI, the global leader in vacation exchange, has opened doors to a new frontier for timeshare owners. The company is offering travel options to Cuba through a new alliance with Cuba Travel Services, an established travel tour company. This relationship is a first in the timeshare exchange industry. RCI Platinum® members In the U.S. will now have access to unique'people-to-people' educational tour packages designed and operated by Cuba Travel Services. With an Initial pilot of the tours providing two customized itineraries, RCI Platinum members and their guests can book five -night and seven -night rental packages with departure dates starting this summer. The packages include charter flights from Miami to Havana, accommodations in Havana and Varadera, educational people -to -people activities, select meals and assistance with travel documents and license requirements. The itineraries bring travelers to important historical and cultural sites, providing great opportunities to interact with the Cuban people, including visits to Revolution Square, the studio of famous artist Jose Rodriguez Fuster, Ernest Hemingway's museum at Finca Vigia, local farms and sugar cane fields, the marina at Cayo Bianco and more. Travelers will enjoy further insight into Cuban culture through a taste of Cuban cuisine and interactions with dance Instructors, musicians and local guides. "We are so excited to be entering a new destination with our foray into Cuba," said Gordon Gurnik, president of RCi. "With recent changes to travel regulations, there is an amazing opportunity for Americans to visit Cuba and experience a new culture.' 'We know people are looking for ways to visit, with new data from MMGY Global reporting that 19 percent of all U.S. adults said they would consider taking a vacation to Cuba within the next two years,' Gumik continued. "With that type of enthusiasm, we wanted to give RCI Platinum members a way to experience this new destination with this initial tour program? 5/24/2O19 RC1 becomes ftrst emeshere exchange company b offer travel beakagas In Cuba 1 TraaetDaNmews Nrlemationta Cuba Travel Services is a travel service provider headquartered in Cypress, California, and is one of the leading providers of 'people -to -people educational tours to Cuba. 'People -to -people' travel is one of the educational activities that are approved forms of travel for Americans visiting Cuba. Cuba Travel Services has significant experience in managing and operating tours, as they have been sending travelers on memorable trips for more than 16 years. 'We were so happy to join RCI in offering specially designed Cuba itineraries to RCI Platinum members," said Michael Zuccato, general manager of Cuba Travel Services. "For years, our team has been creating amazing travel experiences in Cuba, and we are so excited to begin offering these options to vacation exchange members. The Cuban culture and the beauty of the country make for truly memorable trips, and we are confident RCI's members will love traveling there as much as we do." With the pilot program offering dates for travel beginning this summer, RCI Platinum members In the U.S. will be contacted about travel opportunities. As the program gains popularity and demonstrates successful travel experiences for RCI Platinum members, additional travel dates may be added to expand the opportunity to a larger RCI member base. htbacffirivem.torestdeftynews.com/postircl-becomeaftt. Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk -tao4fet cha -in-cube 212 5/24/2019 4 questions for Eugenio MaoouZet, RCI Caribbean l Hotel Management Submitted into the public record for item(s)_ RE.1 on 07/11/2019 , City Clerk kiHOTEL M/1NAGENENT Development 4 questions for Eugenio Macouzet, RCI Caribbean by Kerry Medina j May 14, 2017 9:50pm Last May, RCI (which is part of Wyndham Y9roddwide) became the first timeshare exchange network to offer vacation packages la Cuba. The five- and seven -night people-fo-people education tours were iniSafy only available to RCI Platinum members, but have since opened to all of the company's members. Here, Eugenio Mavouzet, managing director of RCI's Caribbean business, who Is also amending this week's tnaugurat SAHIC Cuba conference, talks to HOTEL MANAGEMENT about the company's Cuba offerings as well as his take on American leisure travel to the country. Affpsdfwww, fm-deugento-macouzat:-rcl-caribbsutn Q 116 524/2019 4 questions tor Eugenio Maolouzet, RCI Caribbean I Hobe Mansgement DK WILL SI X What is your outlook for Cuba opening to U.S, leisure travelers? Submitted into the public record for item(s)_ RE.1 . on 07/11/2019 , City Clerk The volume of international visitors to Cuba has continued to grow every year. We are optimistic that as Mom Americans travel to Cuba under one of the 12 permitted categories of licensed travel. the word will continue spreading. The forecast is for continued posies grouch, and it could grow even taster if the current U.S. travel restrictions lessen in the future. How has the Cuban tour package for RCI Platinum members fared since it launched last May? Are there plans to expand the package or the offer to other tiers of RCI membership? The current Cuba offering provides access to unique 'people -to -people" educational tours packages. "Peopie-to-people' travel is one of lute educational activities that are approved forms of travel her Americans visiting Cuba. There am two customized itineraries available. Travelers can book eve -night and seven -night packages to experience educational activities in Havana and Varadero, and are provided with assistance with travel documents and license requirements. YES #Cuba does have low of old, majestic cars. Enjoy It embrace it alCed$eEgen1 @JETARS Mosephbnu OFJ Bering i bfoggers pfe.twitter, — Dr. Mark JS Miller iattfoceinifler) May 13, 2017 Meeting the -peepte-to-people. requirements. the itineraries bring travelers to important hlsfioricat and cultural sites, providing great opportunities to Interact with the Cuban people, including visits b Revolution Square, the studio of famous artist Jose Rodrtguez Fuster, Ernest Hemingway's museum st Ftnca Vigiu, tope farms and sugar cane fields. the marina at Cayo Bianco and more. Trave4ers enjoy hotter insight into Cuban culture through a taste of Cuban cuisine and interactions with dance instructors. musicians and local guides. When we first launched base itineraries, they were duly available to RCI Platinum members, and there was significant interest in the trips. We have since opened up this option to alt RCI members. Overall, our promotion of a people -to -people educational exchange package in coordination wilt Cuba Travel Services has been received positvely. with a Large amount of interest and great reviews from those who have already traveled. We are very excited to have a program that RCI members can lake advantage of to travel to Cuba, and expanding the opportunity to ail RC1 members was a trig step. What does RCI hope to achieve at SAHIC Cuba this weak? Our main objective is to continue bullring the relationships with the different parses involved in the RCI people -to -people educational authorized packages. SAHIC provides a very good framework to have protessaionat meetings and team more about this beautiful country's plans to keep up with the growing demand and especiafy how they are planning to meet the service and product expectations of American visitors. While there will be a large focus on Cuba, we are also interested in continuing to build our relationships and team the tartest on what's happening in the rest of the Caribbean region. This is a region of importance for RCI. and one we have continued to focus co with affiliations In popular travel destinations like Jamaica. Si Lucie and the Bahamas. The amazing beaches. top-notch wetersport experiences and incredible services offered by resorts In this region make therm immensely popular for RCi members. You're attending the conference with The Registry Collection's global VP Gregg Anderson. Could you comment on Cuba's luxury product? i hts:llvrawhot Cuba. Beyond the Beaches: Five Must -See Cities https:rnco/gOb%14584Gs plc twitter:ccrnO1W4Ub4413N — Travel + Leisure ( Travelelswe) May 13, 2017 rt.rtetkievelop rtentl4quesiions-tar-eugt► 7J8 5/2412019 4 questions for Eugenio Maoouret, RC] Caribbean ( Hotel Management Cube is a big county with a wide variety of natural and cultural opportunities. Even though the current luxury product supply Is very limited, as with arty other market with these types of beauty and culture, you can expect that as new hotel development con5nu s there will eventualty be more supply for the luxury vieltors. Once there is infrastructure in place to cater to the luxury travelers, it could be a popular choice for a destination with educational components. Travelers have come back reporting positive reactions to many of the cultural immersion and educational activities provided, so there`s reason to believe luxury traveters will have the same experience, Wet the Large amount of interest around travel to Cuba, we expect the luxury traveler would enjoy learning more through in -person experiences. Even within the current 12 permitted categories of travel for Americans, there is a market of luxury travelers that are witting to pay Cue additional money kw the experience. Read More On Deireetpreent renettharehti Suggested Articles Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk t)xete lim ROI Cuba Wyndham ttotett serup. Development Development picks up north of the U.S. border by Elaine Simen May 24, 2019 1:33pm Own With increased competition, hoteliers diversify Caribbean options ry Ana Toss' Fox May 24.201911:59am Transactions PAi Partners looks to sell B&B Hotels to Goldman Sachs by Mad Tease Fax May 24, 2019 1045am 5/24/2019 RCI Keens Grousing In the Caribbean q Caribbean Journal ftttpa-lAwmcexmjoumsl cone} eittvsliwww.caribiournsl.coml Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk RCI Keeps Growing in the Caribbean (https ://www. earibjournal. eom/2017/05/16hrei-keeps-growinggcariibbean/) Print (httpslrtwitterxomliha* Vacation exchange giant RCI continues tin grow hi the Caribbean. The worldwide leader in exchanges has added more than 1,5o new affiliated properties in the Caribbean in the last decade. 'The Caribbean is a highly desirable vacation location, and a region where we have seen tremendous growth,' said Gordon Gurnik, president of RCI. `Over the last decade in particular, we have significantly grown the vacation choices we offer travelers." One of the most recent affiliations is Eden Roc at Cap Cana, the luxury retreat in the Dominican Republic with 34 suites and a new beach club. Eden Roc has joined the company's "Registry Collection,' a luxury exchange portfolio. RCI has also added the Breathless Montego Bay, through AMRe sorts' Unlimited Vacation Chub, along with the Marigot Beach Club & Dive Resort in St. Lucia. RCI has more than 4.30o affiliated properties worldwide. — C./Stuff Mips: tlMrowv.cauttriounial.com/2017/05iiniret-iceepagrcrwing-caribberini 1' x 5124/2019 Melia continues Cuba expansion with flve new WWI - rd-ventures Wht urcs NEWS i► MAGAZINE Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk RESORTS & DEVELOPMENT Melia continues Cuba expansion with five new hotels Melia Cuba has added five new hotels - constituting some 409 rooms - to its portfolio on the island in the first quarter of 2018. The hotels are located in the heritage cities of Cienfuegos (Hotel La Union, Hotel Jagua and Hotel Melia San Carlos) and CamagOey (Hotel Colon and Gran Hotel) and represent a new style of hotels for Melia in Cuba, all being small to medium -size properties "with history" In exceptional historical buildings In destinations considered world heritage sites, After the hotels' adaptation is completed, Melia will also add the new Hotel Innside CamagOey and three more hotels in the heritage city of Trinidad (a popular city near Cienfuegos) before 2020. The three new hotels in Trinidad are the Melia Trinidad, Melia Punta Anton and the innovative Sol House Anon, the result of the conversion of the current Hotel Ancbn. in line with Cuba's strategy to diversify its tourism industry, with these new hotels Melia alms to enhance the island tour segment, offering prestigious hotels with familiar brands in heritage cities along with experiences that help Increase the number of visitors and their average length of stay. 5/24/2019 Melia continues Cuba expansion with five new hotels - rot -ventures Paradisus Los Cayos Gabriel Escarrer, vice president and CEO of Melia Hotels International, said: "Within the framework of our strong commitment to helping improve Cuban tourism, we have the opportunity to promote unique cities with exceptional tourism potential such as Cienfuegos, Camaguey, Santiago de Cuba, or Havana, guaranteeing the intemationaliy-acknowledged Melia service and quality standards from the east to the west of the island. "The hotels in the new destinations which are already in operation will take on our Melia brand (Melia La Union, Melia San Carlos, Melia Colon, Melia Gran Hotel) and Innside by Melia brand (Innside Cienfuegos Jagua and Innside Camaguey} once they have been fully adapted to the brand standards." At the end of 2018, Melia will also open two new flagship hotels for the Cuban hotel industry in the popular destinations of Varadero and Cayo Santa Marta. The Melia Internacionat with 934 rooms and the Paradisus Los Cayos with 802 rooms - taking the total of new superior quality rooms opened by the company in Cuba during the year to more than 2,145. Francesc Camps, deputy managing director of Melia Cuba, said: "The new hotels offer us a great chance to show our commitment to the development of balanced and sustainable htlpelheir+ensures.rxmttttews/latln•ameriea/«nella-c ona utee-expension-cube/ Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk 524/2019 Melia continues Cuba expansion with five new hatets - rcl•venteres tourism in Cuba and to show the value that our brands can add. "These hotels in heritage cities are well integrated with the cultural and social fabric of their destinations, and give us a chance to provide travellers with experiences focused on discovering more about the local culture and heritage." Lobby et Melia San Carlos ALSO POSTED IN: RE WRITTEN BY May 2,2018 SHARE THIS ARTICLE hltps:lhciventuree.comhteweitatinwnedcaitnelle-oontnues-ex on -cube/ Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk 3/6 5/24/2019 WYN •D RCt Celebrates 45 Years of Providing Unforgettable Wootton; Home News & Media > press Releases > RCI Celebrates 45 Years of Providing Unforgettable vacations Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk RCI Celebrates 45 Years of Providing Unforgettable Vacations More than 56 million vacations enjoyed by RCI members worldwide ORLANDO, Fla. (April 8, 2019) - RCi, the world's largest timeshare vacation exchange network, is celebrating 45 years of delivering unmatched vacation memories that last a lifetime. The company has been revolutionizing the vacation ownership experience since 1974, offering its members the flexibility to exchange their vacation ownership for time at different resorts around the world. Since its inception, RCI has delivered more than 56 million vacations to its members around the world. Christel and Jon DeHaan started RCI, pioneering the timeshare exchange concept. A little over a decade later, the company confirmed more than 300,000 exchanges, welcomed more than 1,000 affiliates and made Inc. 500's list of one haps:/M'ww.wyndhamdestinalions,tomfnews-rns fpresa.teteases/rol-aeiebnales-4S-trears-of-provi ng-unforgettable-vecations 1/5 5/24/2019 RCI Celebrates 45 `ears of Providing Unforgettable Vacations WYN •d - ....• ._....••,..: 1996. Celebrating its 45th year in 2019, RCI now has approximately 3.8 million members and 4,300 affiliated resorts in approximately 110 countries, adding more than 172 new properties to its affiliate exchange network in 2018 alone. In February, RC1 named hospitality industry veteran Olivier Chavy as its President, bringing new leadership to guide the growth of the company's network and travel services, including oversight of its collection of leading brands RCI, The Registry Collection, DAE and Love Home Swap. Formerly CEO of Movenpick Hotels & Resorts, Chavy brings 30 years of international experience and executive leadership roles spanning luxury hotel and timeshare resort operations. "This is an exciting time to join the RCI family. With 45 years of rich history, the company is primed for its next chapter," said Chavy. "1 look forward to igniting our global growth strategy and working with our dynamic team to develop innovative products and services, giving our members even more ways to enjoy their dream vacations." RCI continues to evolve to address the needs and lifestyles of its members, while designing tools that revolutionize Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk blips:/Awfwvwyt rrcleseneetatexamtnewxs~aa tees-matesesAa.osi a4{5-yeartrofweronp rttable-vecallorte 2/5 5/24/Zo19 RCI Celebrates 45 Yeats of Providing Unforgettable Walborn WYN sd • An expansion of RCI Platinum®, a member tier that offers an upgraded level of benefits, allowing members to enjoy special privileges, including extended use of unused points, guided vacation tours and complimentary unit upgrades. • An expansion of global travel options, becoming the first timeshare exchange company to offer travel to Cuba. The company also expanded its portfolio across India, japan, the Dominican Republic and other global destinations. • The first visual remote selling system for the timeshare Industry, RCI LiveStream®, a touchscreen interface that allows sales teams to virtually communicate with owners and prospects removing the barrier of traditional face-to-face selling practices and owner communication. This year, RCI also celebrated a philanthropic milestone - its 13th consecutive year as title sponsor of the annual RCI Christel House Open International Charity Golf Tournament. Christel DeHaan, founder and CEO of Christel House International and co-founder of RCI, established the charity In 1998.The charity now operates learning centers across the globe, helping more than 5,100 children become Independent adults. tlftps://www. Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk releaseakd-oalebreaets-45-yoore-of-provIdIngunforgettable-vecollons 3/5 5124/2019 RCI Celebrates 45 Yeats of Providing ate Vocations WYN •D is our commitment to deliver priceless vacations to our members and outstanding service to our affiliates." For more information, visit rci.com. About BC, RCI is the worldwide leader in vacation exchange, housing a unique portfolio of brands; RCI pioneered the concept of vacation exchange In 1974, offering members increased flexibility and versatility with their vacation ownership experience. Today, through the RCI Weeks® program, the week -for -week exchange system, and the RCI Points® program, the industry's first global points -based exchange system, RCI offers its 3.8 million members access to more than 4,300 affiliated resorts in approximately 110 countries. RCI's luxury exchange program, The Registry Collection® program, is the world's largest program of Its kind with approximately 200 affiliated properties either accessible for exchange or under development on six continents. RCI's portfolio of brands also Includes Love Home Swap, one of the world's largest home exchange programs, DAE, a direct - to -member exchange company, and @Work international, a leading provider of property management systems. RCI is part of Wyndham Destinations (NYSE:WYND). For additional information visit our media center or hapsliwww.wpndtane tkms.commove-mediefpress-rei rr ebrates-45-year-ai-providing--un Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk 4/5 5R4/20 9 RCf Ceiebretes 45 Years of Providing Unforgettable Vacations WYN •D Media Contact: Tyrone Law *dia .ytyn.com (407) 626-3830 Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk About Wyndham Netnts Nt is 5oclai investors Resnsity Carers Cord Us OWyredham Destinations 2019. Ail is Rest Teat s of Use Prime Notice PtilAWy Setting Prouty Supports Titsarr.com 5/5 5/24l2019 RCI Travel - Find Tours and nave on your next holiday RCI TraveI Packages Car Rine Er Destination: North America Provider: Celebrity Cruises Duration: 17 Nights Inclusions: tE ttf. 0 With Exchange $5,170 per person* Quote PADt1383 Enquirr. Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Flights information Caribbean & Cuba Charms Tick the Caribbean & Cuba off your bucket list! Flex your sense of wonder at the crystal -dear blue sea on the Caribbean's pristine while -sand beeches. Explore ancient ruins and colonial towns. Or lake a hike through the region 3 tropical re inforests, passing by views of mist -covered mountains and hidden waterfalls. From the nostalgic ambiance of Old Havana to the colonial architecture of lively Santiago de Cuba, your memorise of this enchanting Cuban voyage wit! remain etched In your mind long after your journey ends. Your Fly, Stay A Cruise package includes: » Economy lass flights from Sydney to Fort Lauderdale, returning from Miami • 2 nlghrs accommodation kr Fort Lauderdale * 6 night Western Caribbean cruise onboard Celebrity Silhouette * Includes all meals & entertainment onboard (excluding specialty restaurants) ✓ 1 night accommodation In Miami * 8 night Best of Cuba cruise onboard Empress of the Seas ✓ Includes all meals & entertainment onboard (excluding specialty restaurants) w Private car transfers throughout N Port charges, gratuities onboard each cruise & airline taxes Extend your tights and stay longer . talk to our travel experts about more options Celebrity Cruise Itinerary - Celebrity Silhouette Date Itinerary Arrive Depart 08 Nov 19 Fort Lauderdale, Florida 4:00pm 09 Nov 19 Al Sea 10 Nov 19 George Town, Grand Cayman 7:00am 4.00pm 11 Nov 19 Puerto Costa Maya, Mexico 12:o0pm 7:00pm 12 Nov 19 Cozumel, Mexico 8:00arn 5:00pm 13 Nov 19 Cruising 14 Nov 19 Fort Lauderdale 7:00am Rsyal C b n cruise Wnerajy •Empress of the3Qas Data Itinerary Arrive Depart 15 Nov 19 Miami. Florida 4;00pm 16 Nov 19 At Sea 17 Nov 18 George Town, Grand Cayrrtan 9:00am 6:00pm 18 Nov 19 Cienfuegos, Cuba 8:00am 6:O0pm 19 Nov 19 At See 20 Nov 19 Santiago De Cuba, Cuba 7:00am 4:00pm 21 Nov 19 At Sea 22 Nov 19 Havana, Cuba 8.00am 5;OOpm 23 Nov 19 Miami, Florida 7:00am Call us on 1300 301 044 (AU) / 0800 301 044 (NZ) to book today! Not an RCI Member? Travel Finder How does It work? wWv.rdtravelcom.autpackage-detalis.php9id bearvend-cubs-charms 1/2 5/24/2019 RCI Travel - Find Touue and save on your next hotktay "Me what you see and watt to save on your next holiday. Ws easy to join_ More »> "Ffights, accommodation, insurance. RCI Travel can help all your holiday need... More »> Ptivaoy e tTerms of use t Toms end Conditions TTewn faciieaed thmoh Mut V ialfeafiwM.4 Pq LW A8N5115 542 178 wwww.sr &avel.com au ,sckage-det :php -cube- herms "Exchange your holiday week towards a tour... More »> "Find the perfect tour tor you holiday ... More sss Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk 2/2 Tabk of Contents Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk UNITED STATES SECURITIES AND EXCHANGE COMMISSION 'tWASHIINGTON, D.C. 20549 FORM 10-K (Mark One) L�J ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 err O TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number. 001-32876 WYNDHAM DESTINATIONS, INC. (Exact name of Registmm as Specified in Its Charter) DELAWARE (Sate or Odra Jtarfadieron of Incorporation or Organization) 6277 Sea Harbor Drive Orlando, Florida (Address of Principal Executive Offices) (417) i211- 2N{ (Registrant's t+eh baste somber, ' *felt hate) rnettles restaffed penitent le See tlko l ) allot Ad: 'Ikic of embalm Common Stock. Pr value SO.OI per daze 20-0052541 (1.R,S. Belgium Identification No_) 32821 (Tip Code) Name of each exchange an wblcb registered New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: thile (Titled) 1ntln-rue by cbc k mark if the registrant is a well-known seasoned issuer, as refined in Ride 405 of the Seenrittes Act.. Yes RI No 0 Ware by check stark if the registrant is not requited to file 'vats pursuant to Section 13 or Section I5(d) of the Act. Yes 0 No 0 Indicate by chat mark whether the reg atraat (I) ban filed all reports required to be filed by Section 13 or 15(d) of die Scemtities Exchange Act of 1934 dreg the preceiOog 12 moms (or for suck td orrer period that the registrant was required to file such repai a). and (2) has beensubject to sack fling requirements for floe past 90 time. Yes ® No ❑ Indicate by check mark whether the registrant has submitted electronically every htteractive Data File requiter to be subained pursuer to Role 405 of Regulation S-T (3 232.405 of ibis chapter) deing the preceding 12 months (or Ibr such shorter period chit the registrant wits required ra submit such files). Yes El No 0 Indicate by check mark lb:lockage of delinquent Alert pursuant to Item 405 of Regulation S-K (} 229.405) is art metaled herein, and will not be eon sad, b the but of registrant's knowledge, in definitive proxy or lamination statements incorporated by reference in Part iH of this Form 10-K or racy amendment to this Form 10-k. Indicate by check track whether the registrant is a large accelerated filer, an accelerated filer, a non -smarmed filer, smaller reporting company, to an enterg ng grower company. See the definitions of "large accelerated offer," "an:cekyated flier,- "smaller npo eding company," and *emerging etowth company" in Kok 12b-2 of the Exchange Act (Cheek one): Large =cleated Mir 0 Accelerated filer 0 Non -accelerated filer 0 Smaller repotting orgy D Framing growth compeny 0 Wan amens email company, indicate by check marts if the registrant has elected not to use the ttdeatta transit period (ur cvt g n financial accounting standards pravidedpurseant to Section t3(a) of the Exchinige Ad. Yes 0 No ❑ Indicate by clack nark whether the registrant is a sbetl conpauy (as dented m Rule 12b-2 of the Act). Yes 0 No El The aggregate maket vane of the registrant's common rack held by non-aflibtees of the r sistra t as of June 30, 2018. was S4.3S7,167;362. and directors of the registrant have been deemed, solely for the purpose of the fig calculation, to be 'affiliates" of the registrant. As odiataay 31, 2019, the Regis' want kad outstanding 944,462,996 stares of coannon stock. DOCUMENTS LNCORPORATED BY REFERENCE Portions of our proxy Statement prepared for our 2019 Anruml Meeting of Shareboklen are incorporated by reference into Put III (bens tt), this report it tiny new or revised All execttive effacers i t.12,13 god 14) of Table ot'Cottteots Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk PART I Item t. 3ttsiness Item IA. jk Factors Item LB. Unresolved Sara Comments Item 2. Ptretties Item 3 .Legal Proceedings Item 4. Mine Safety Disclosures PART II Item 5. Macket fot Registrant's Common Item 6. Selected Financial Data Item, 7. Mausgpsplenes Disunion and analysts Item 7A. Quantitative and Qualitative Disclosures about Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disg&reetnents with Accountants on Accounting and Fineneial Disclosure Item 9A. Controls and Procedures hem 9B. Other Information PART III Item 10. Directors. Executive Of siirrl G+nrpea€ste Ooverttat9ce Item 11. Executive Compensation Item 12. Seeeeprityr Ownership of Certain Berlel cia1 Owners awl e tt ttl I TABLE OF CONTENTS S Item 13. Certain Relationships and Related Transactions and Director Independence Items 14. Principal Accounting Fees and Services PART IV Item 15. Exhibits Signatures 1:StIXIXrXl�r.� 40 64 66 127 127 128 122 1n 1.11 rat Table of Contents GLOSSARY OF TERMS The following terms and acronyms appear in the text of this repot and have the definitions indicated below: Adjusted EBITDA A non-GAAP measure, defined by the Company t t Net income before Depreciation and amortization. interest expense (excluding Consumer financinginterest), Early extinguishment of debt, Interest income (excluding Consumer financing revenues) and Income taxes, each of much is presented on the Consolidated Statements of Iuome. Adjusted EBITDA also excludes stock -based cation ems, separation and restructuring costs, transaction costs, impairments, and items that meet the conditions of unusual andtor infreqUent AOCI Accumulated Odor Conlirebensive Income AOCL Aeeumtrlate d Other Comprehensive Loss ARDA American Resort Development Association Barclays Bards Bank PLC Board Board of Directors Buyer Cainpaass IV Limited, and affiliate of Platinum Equity, LLC CCPA Consumer Privacy Act of201S CMP Community Marketing Presence Co>y Wyndham Destinations, Inc. and its subsidiaries COSO Committee of Sponsoring Oraartizatirms of the Tway Commission EBITDA Earnings Before Interest, Income Taxes and Depreciation/Amortization EPS Earnings. Per Share Exchange Act Securities Exchange Act of 1934 FASB Financial Accounting Standards Board FICO Fair boat Corporation GAAP Generally Accepted Accounting Proms se the United States GDPR °teem! Data Protection Regulation HFS Hospitality Franchise Systems IRS United States Internal Revenue Service La Q uinta La € uinta Holdings Inc. LIBOR London Interbank Offered Rate Moody's Moody's investors Service, Inc. NM Not meaningful NQ Non -Qualified stock options NYSE New York Stock Exchange PCAOB Public Company Accountina Oversight Board PSU P ee-vested restricted Stock Units RSU Restricted Stock Unit ROU Right -of -use S&P Standard & Poor's Rating Services SAB SEC StaffAccouniing Bulletin SEC Securities and Exchange Contnnission SOFR Secured Overnight Financing Rate SPE dal Purpose Entity Spinoff Spin -of of Wyndham Hotels & Resorts, Inc. SSAR Stock -Settled Appreciation Rights U.S. United States of America U.S. Tax Reform Tax Cuts and Jobs Act VIE Variable Interest Entity Submitted into the public VOI Vacation Ownership Interest VPG Volume Per Guest record for item(s) RE.1 Wyndham Hotels Wyndham Hostels R Resorts, Inc. on 07/11/2019 , City Clerk Wynn to Destinations Wyndham Destinations, Inc. Wyndham Worldwide Wyndham Worldwide Corporation Tab of Contents PART 1 Submitted into the public record for item(s) RE.1 . on 07'11/2019 , City Clerk Forward Looking Statements This report includes "forward -looking statements" as that terns is defined by the Securities and Exchange Commission ("SEC"). Forward -looking statements are any statements other than statements ofhistorical feet, including statements regarding our expectations„ beliefs, hopes, intentions or strategies regarding the future. In some cases, fottvard-looking statements can be identified by the use of words such as "was" "will," "expects," "should," "believes." "s,' 'anticipates," "adulates," "predicts," "potential," "continue," "future" or other words of similar meaning Forward -looking statements are subject to risks and uncertainties that could cause actual results of Wyndham Destinations, Inc. to differ materially from those discussed ia, or implied by, the forward -looking statements. Factors that might cause such a difference include, but are not limited to, general economic condhtions, the performance off the financial and credit markets, the economic environment for the timeshare may, the impact awe. terrorist activity or political strife, operating risks associated with the vacation ownership vacation exchange and rentals businesses, uncertainties related to our ability to realize the ants-ipated benefus of the spin-off of Wyndham Hotels & Resorts, Inc. ("Spin -cite") or the divestiture ofour European vacation rentals business, unanticipated developments related to the impact of the spin-off. the divestiture of our European vacation rentals business and related transactions on our relationships with our customers. suppliers, employees and ours with whom we have relationships. unanticipated developments resulting from possible disruption to our operations resulting from the spin-off and the divestiture of our Europeans vacation rentals business, the tinning and amount of future dividends and share repurchases and those disclosed as risks under "Risk Factors" in docunnents we have filed with the SEC, including in Part I, Items lA ofthiseeport. We caution readers that any such statements are based on currently available operational, financial and competitive info nharion, and they should not puce undue reliance on these forward -looking statements, which reflect management's opinion only as of the date on which they were made. We undertake no obligation to review or update these ftwward-looking statements to reflect events or circumstances as they occur. Where Von Can Find More Information We file annual, quarterly and current reports, proxy statements, reports tiled or furnished pursuant to Section 13(a) or l5(d) of the Securities Exchange Act of 1934 and other information with the SEC. Our SEC filings are available free of charge to the public over the Internet at the SEC's website at bttp://www.ser.gov. Our SEC filings are also available on our website at Jtt(p.# wwwv. WyndhianiDestinations.conl as soon as reasonably practicabk after they are fukd with or furnished to the SEC. We maintain an intend site at htlpi/www WynehhamDestipations.com. Our website and the information contained on or connected to that site are not incorporated into this Annual Report. ITEM I. BUSINESS Ceaapetay Ovwiriest We are the world's largest vacation ownership end exchange company. We offer everythty travelers the opportunity to own, exchange or rent their vacation experience while enjoying the quality, flexibility and value that we deliver. Our global presence in approximately 110 countries means more vacation choices for our over four million members and owner families, with 224 resorts that offer a contemporary take can the timeshare model including vacation club brands Club Wyndham, WorldMark by 'Wyndhami, and Margaritavilk Vacation Clubby Wyndham - over 4,300 affiliated resorts through RCI, the world's leader in vacation exchange, and over 9,000 rental properties from coast to coast through Wyndham Vacation Rentals, North America's largest professionaly managed vacation rental business. Recent Developments European Vacation Rentals Business We sold our European vacation rentals business on May 9, 2018. This sale resulted in final net proceeds of$1.06 billion and an after-tax gain of S456 million, net of S 139 million in taxes. We have provided post -closing credit support in order to ensure that Platinum Equity, LLC (the "Buyer") meets the requirements of certain service providers and reEulatory authorities. The results of operations of this business have been classified as discontinued opettitions on the Consolidated Financial Statements. For Anther details we Note 6--Discortamted Operations to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. Hotel Rosiness Spin-off'' We completed the spia-off of our hotel business on May 31, 2018, which resulted in our operations being bend by two separate, publicly traded monies. The two public companies have entered into long-term exclusive License agreements to retain their 3 lab t ofTo lellllib affftiations with one of die indust y's top -rated loyalty progranw, Wyndham Rewards, as well as to continue to collaborate on invanory-sharing and customer comas selling initiatives. This transaction is expected to result in enhanced strategic and management focus on the core business and growth of each company; more efficient capital allocation, direct access to capital and expanded growth opportunities for each company; the ability to implement a tailored approach to recanting and retaining employees at each company; improved investor understanding of the business strategy and operating results of each company: and enhanced investor choice by offering investment opportunities in separate entities. This transaction was effected through a pro rata distribution oldie new hotel entity's stock to existing Wyndham Destinations shareholders. The new hotel co iupa y was named Wyndham Hotels & Resorts. Lnc. ("Wyndham Hotels"). As a result of the Spin-off, we have classified the results of operations of our hotel business as discontinued operations on the Consolidated Financial Statements. For further details see Note 6—Discontinued OptTaileWS to the Consolidated Financial Statements included in Item 8 of this Annual Report on Forin 10-K. North American lineation Rentals Business During 2018, the Company decided to explore strategic alternatives for its North American vacation rentals business and during the fourth quarter commenced activities to facilitate the sale of this business. The assets and liabilities of this business have been classified as held -for -sale as of December 31, 2018. 'Ibis business does not meet the criteria to be classified as a discontinued operation; therefore, the results were reflected within continuing operations on the Consolidated Statements of Income. For further details see Note 7-41eld fonSak Business to the Consolidated Financial Statements included to hem 8 of this Annual Report on Form 10-K. Board of Director arnica In connection with the Spin-off, on May 31, 2018, (i) Myra J. Biblowit, The Right Honourable Brian Mulroney and Pauline D.E. Richards resigned from the Company's Board of Directors; (ii) Michael D. Blown, Denny Mark Post and Ronald L Rickles were appointed to the Company's Board of Directors and (ui) Stephen P. Holmes was appointed to the new positions of Non -Executive Chairman of the Coinpatty`s Board of Directors. In addition, the composition of the Audit try tie r tittle, the Compensation Committee, the Corporate Governance Connninee and the Executive Committee of the Company's Board of Directors is now as follows: Audit Committee Corporeal Gaidigitifte Cawiwitl Michael H. Wargotz (Chair) Louise F. Brady George Herrera Ronald L Rickles Cmaimitnithm Oeotge Henna (Clair) Denny Marie Post Ronald L. Rickks EsmattleeCotiltiehate Louse F: Brady(tom) James E. Buckman Denny Marie Post Michael A. Wargotz Stephen P. Boluses (Chair) Michael D. Brown James E. Buckman Michael El. Wargotz Menatgcuter>tt Changes In connection with the Spin-otf, on May II, 2018, Stephen f'. Holmes resigned as Chief Executive Officer. GeoffieyA. Bailotti resigned as President and Chief Executive Officer o Wyndham Hotel Group, David B. Wysbner tesi aed as Executive Vice President and Chief Financial Officer, Gail Mandel resigned as President and Chief wive Officer orWynclitant Destination Network, LLC and Nicola Rossi resigned as Chief Accounting Officer. As previously announced, in August 2017, Thomas G. Conforti ceased serving as Chief Financial Officer of the Company and transitioned into a senior *dainty role, from which he resigned five days after the completion of the Spin-off. In addition to being appointed as Non -Executive Chairman of the Company's Board of Directors. Stephen P. Holmes was appointed as the Non -Executive Chairman of the board of directors of Wyndham Hotels. Mr. Ballotti, Mr. W&sbner and Mr. Rossi were appointed to similar positions at Wyrufftmu Hotels. Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk 4 Table of Contents The following individuals were appointed to serve as executive officers ofthe Cuy efTective upon the completion of the Spin-off. Ureter Position AiD. Michael A. Hug Elizabeth E. Dreyer Chief Executive Officer end President Chief Financial Officer Senior Vice President and Chief Accounting Officer Continuing Operations Following the sale of the European vacation rentals business and the spin-off of the hotel business, our continuing operations are grouped into two segments: Vacation Ownership and Exchange & Rentals. • Vocation Ownership is the world's largest timeshare business, with 224 resorts and approximately 880,000 owners. We develop and market Vacation Ownership interests rVOIs") to individual consumers, provide consumer financing in connection with the sale of VOis and provide property management services at resorts. • Exchange & Rentals operates the world's largest vacation exchange nebwotk, with approximately 3.8 million members, and is a leading provider of professionally managed vacation rentals in North America. Our vacation exchange business has relationships with over 4,300 vacation ownership resorts located in approximately 110 countries and territories, and our vacation rentals business offers North American -based rental properties in over 50 destinations. This is primarily a Fee -for - Service business that provides stable revenue streams and produces strong cash flow Our business segments generate a diversified revenue stream and significant cash flow. Approximately 41% of our revenues are generated from our fee -for -service businesses. We derive our fee revenues principally from (i) the sale of VOIs and related financing, (ii) providing property management services to Vacaation Ownership resorts, (iii) providing vacation exchange and rentals services and (iv) providing services under our Fee -for -Service model in our timeshare business. All of our businesses have both domestic. and international operations. During 2018, we derived 89% of our revenues in the United States ('`U.S.") and 11% internationally. For a discussion of our segment revenues, profits, assets and geographical operations, see Note 23—Segmenrt Information to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. Business Strategy Following 2018's successful launch of Wyndham Destinations as a separate company, we believe we are in a strong position to build on this momentum in 2019 and beyond. Our Wyndham Destinations strategic pillars serve to clarify our top priorities in order to enhance shareholder value and return capital to our shareholders though sb rerepurchases and dividends. The four Strategic Pillars affirm our mindset that customers must dominate our focus, while also reflecting our relentless drive for superior sales and marketing. exceptional brands and products, as well as our commitment to operate all areas of the business with excellence. Our execution of this strategy is firmly anchored by our culture - the foundation comprised of the shared values, competencies and spirit of our global team. Aligned with our vision to put the would on vacation, our values are the HEART of Wyndham Destinations: Hospitality, Enpgemeit, Accountability, Respect, Teamwork. We recognize that our impact on customers, associates and communities stre08thens lives. Wyndham Destinations thrives upon the commitment of our 24,000+ associates, and we foster a culture that unlocks the full potential for success as a company, and as individual and team contributors. 1. Castonrer Obsession Far beyond a hospitality initiative, Customer Obsession is our global credo that the Wyndham Destinations team puts affiliates, owners, members and guests first in all areas of our business. Three straightforward guidelines support this focus and underscore our comrmitntent to excellence in customer service: Make It Easy reminds us of the fact that simple is better. Not only will it be easy to do business with us, we will pursue synergies within the company that benefit our customers. The al punertt of our team, systems and operations enables us to deliver better ctatrumer varmints -es. Know Our Customers reflects our priority to understand customer preferences, personalize engagemeut and fulfill expectations. By leveraging unearned data to tailor the content and channels of customer communications. we will custoruize connections at every opportunity. 5 Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Talhie o Contents • Customer. Customer: Customer is all about keeping the customer at the center of our focus. Our commitment to listen and respond to feedback ensures that the voice of the customer drives our decisions. Best-in-Ckts Sales & Marketing This strategy focuses on fueling the continued growth of Wyndham Destinations. We will remain globally relevant to travelers by staying committed to innovation and continuing to build and strengthen relationships with our customers. Four core elements define our goals and align with our pledge to treat all customers with respect and integrity: • Blue Thread is our connection to Wyndham Hotels & Resorts and Wyndham Rewards loyalty program customers. The demographics of this significant consumer group are strongly aligned to our owner demographics, enabling us to fill our sales pipeline and deliver new vacation experiences to Wyndham baptists. • Partnership Pipeline enables us to leverage the expertise of strategic partners to accelerate our growth and deliver enhanced benefits to our owners and members. We will strengthen and extend existing relationships, while developing new partners to reach untapped segments. • Di¢ftal & Customer Relationship Marketing will bring timeshare to the next generation. We will optimize technology to be relevant and compelling to meet our customers' expeetatious rind we will infuse transparency. *peed and accuracy into our processes. • Salmis Experience relates to the evolution of the places and processes that tnatk the journey of owns sbip. We will invest in bold transformations to revitalize the customer experience and drive customer engagement about vacations. 3. Leading Brands & Offerings This strategy is about creating a simple yet powerful narrative of who we are and what we sell. This effort began with the launch of Wyndham Destinations and continues with the refreshed branding of Club Wyndham and WorldMark by Wyndham. Three core elements define this strategy: • Brand Transfornrcrtfon shows our commitment to become even better at atticulating the value proposition of each of our brands and making them relevant and enticing to our diverse owners, members and prospects. • Network ,Erponsiou means growing our portfolio to meet the needs of our customers. Not only is this about adding more locations, it's also about keeping our products and services refreshed and cutting edge. • RCI Re -ignition will focus on leveraging the strengths of our iconic exchange brand to innovate while confirmed growth. 4. Operating Excellence This strategy is the business engine that enables our delivery of great vacations and optimal performance through aligned • operations. Two core elements drive this strategy: Resort Operating Excellence sustains our ability to provide great vacation experiences to our owners, members and guests.. The strategic deployment of capital and reserves to maintain top quality resorts, combined with our optimal use of inventory, drives this cycle of excellence. • Prioritization reflects our disciplined operation as an integrated company. Our alignment around prioritized work and our management of general, administrative and overhead expenses relative to revenue growth fuels efficiency and effectiveness. In summary, we believe that the successful execution of our business strategy will allow us to increase cash flows and profitability, creating more value for our shareholders. History and Development Our corporate history can be traced back to the fonnation otHoispitality Franchise Systems MIFF) in 1990.11FS initially began as a hotel franchisor that later expanded to include the addition of the vacation exchange business. In December 1997, HFS merged with CUC International, Inc. to form Cendant Corot, which then expended further through the addition of vacation rentals and vacation ownership businesses_ on July 31, 2006, Cendant distributed all of the shares of its subsidiary, Wyndham Worldwide, to the holders of Cendant common stock. On August 1, 2006, we commenced 'regular way" trading on the New York Stock Exchange under the symbol "WYN". 6 Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Table of Contents On May 31, 2018, we completed the spin-ofFofour hotel business into a separate publicly traded company, Wyndham Hotels & Resorts, luc. ("Wyndham Hotels). This transaction was effected through a pro rata distribution of the new hotel entity's stock to Wyndham Destinations shareholders. In connection with the Spin -oft, we entered into certain agreeweat3 with Wham Hotels to implement the legal and structural separation, govern the relationship between us and Wyndham Hotels up to and after the completion of the separation, and allocate various assets, liabilities and obligations, including, among other things, employee benefits, intelledual property and tax -related assets and liabilities between us and Wyndham Hotels. The two public companies have entered into long-term exclusive license agreements to retain their affiliations with one of the indttstry's mig- rated loyalty programs, Wyndham Rewards, as well as to continue to collaborate on inveato y-sharing and customer cross - selling initiatives. RCI, our vacation exchange business, was established its 1974. Our vacation ownership brands began operations in 1978 with Shell Vacations Chi, followed by Wyndham Vacation Resorts (formerly known as Fairfield Resorts) in 1980 and WorldMark by Wyndham (formerly known as Trendwest Resorts) in 1989. Our portfolio anvil -known hospitality brands was ac "mbled over the past twenty-nine years. The following is a timeline of some of our acquisitions: Veer Antitheft* i996 Resort Condomiannus International (RCI) 2001 Wyndham Vacation Resorts 2002 WorldMark by Wyndham Equivest 2010 ResortQuest 2011 The Resort Company Bahama Bay/Caribe Cove 2012 Shell Vacations Club Octane Resorts Smoky Mountain Property Management 2013 Midtown 45, NYC Property 2014 Raintree Vacation Club (5 Properties) Hatteras Realty, Inc. 2015 Vacation Palm Springs ResortQuest Whistler 2017 hove Hoax Swap DAE Global Pty Ltd Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk BLJSLNESS DESCRIPTIONS The following is a description of our two business segments, Vacation Ownership and Exchange & Rentals, and the industries to which they compete. VACATION OWNERSHIP Industry The vacation ownership industry, also referred to as the timeshare industry, enables constatters to share ownership of a fldly- furnished vacation accomnxxlation. Typically, the consumer purchases either a tide to a fraction of a unit or a right to use a property for a specific period of time. This is referred to as a Vacation Ownership Interest ("VOI"). VOIs are generally sold through weekly interval or pointy-bosed systems. Under a weekly serval system, owners can use a specific unit et a specifte resort often daring a specific week of the year. Under a points -based system, owners often have advance reservation tights for a particular destination, but are free to redeem their points for various unit types andtor locations. In addition, points owners can vary the length and frequency of product utilization. Chace point values are established for particulars efts, they generally cannot be changed. For many purchasers, vacation ownership is an attractive alternative to traditional todging accommodations at hotels. In addition to avoiding variability in room rates, timeshare owners also enjoy acconunodations that are, on average, more than twice the size and typically have more features than traditional hotel rooms, such as kitchens, separate living areas and in -unit lastrx#ry. 7 Table of Contents Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Typically, devehapers sell VOls for a fixed purchase price that is paid in Rill at dosing or financed through dew -offered financing options. Vacation ownership resorts are often operate by a property owners' association of which the VOI owners are members. Most property owners' associations are gov+td by a board ofdirectors that includes owners and which may include representatives of the developer. The board of the property awned' association typically delegates much of the responsibility for managing the resort to a management company, which is often affiliated with the developer: After the initial purchase, most vacation ownership programs require the owner to pay an annual mainteunncc fee. This fee represents the owner's allocable share of the costs and expenses of operating and maintaining the vacation awnessiup property and providing program services. This fee typically covers expenses such as housekeeping, landscaping, taxes, insarnnce, resort labor, a management fee payable to the management company and au assessmeut to fund a reserve account used to renovate, refurbish and replace firrnishings, appliances, cormnon areas and other assets, such as structural elements and equipment. as needed over time. Owners typically reserve their usage of acatirnr accommodations in advance through a reservation system_ These reservation systems are often provided by the manaprtnent company or an affiliated entity. Market awareness and acceptance of vacation ownership products has grown with the entrance into the market of well-known lodging and entertainment brands, such as Wyndham. Marriott, Hilton and Disney. Additionally, the industry's growth can also be attributed to stronger consumer protection laws and the evolution from primarily weekly intervals systems to points -based systems. A/ceo Buts to the American Resort fevelopmentAssociation (" ARDA").. a trade association representing the vacation ownership and resort development industries, industry -wide sales were divided ?3%lbr points -based systems and 27% for weekly intervals in 2017. Based on published industry data, the primary reasons owners have expressed for buying and continuing to own their timeshare are as follows: • saving tenancy on future vacation costs; • location of resorts; • ovemll flexibility by allowing them the ability to use different locations, unit types and times of year, • certainty of vacations; and • certainty of quality accommodations. According tort 2017 report issued by ARDA. domestic vacation ownership sales were approximately S9.2 billion in 2016, compared to $8.6 billion in 2015. Demographic factors explain, in pan, the continued appeal of vacation ownership. A 2016 study of recent U.S. vacation ownership purchasers indicated that the average timeshare owner is 47 years old and has an average mutual household income of S93,000. Newly half of the respondents indicated they plan to buy or upgrade* timeshare over the next two years. This, along with other industry data, suggests that the typical purchaser in the U.S. has disposable income and is interested in putehasine vtaeation products. Although we bens* baby boomers will continue to be active participants in the vacation ownership industry, this study notes that 41% of the respondents were Gen X'ers and 26% were efillennials and that the average age of new first-time purchasers was 43 years old with an average household income of S88,000. The data also suggests that Millenniais' perception of the industry and primary reasons for buying their timeshare is similar to the overall population downers; however, they seek even more flexibility in using and accessing the product. Most owners can exchange their timeshare unit through exchange companies and through the applicable vacation awtaership company's interval network of properties. Vacation Ownership Overview We operate the world's largest vacation ownership business. We develop andarse vacation ownership resorts, market and sell VOls, provide consumer financing for the majority of the sales and provide property management services to property owners' associations. As of December 3l, 2018, we had 224 vacation ownership resorts in the U.S., Canada, Mexico, Caribbean and South Pacific that represent more than 25,000 individual vacation ownership units and approximately 880,000 owners of VOls. Our brands primarily operate points -based vacation ownership systems through which VOls can be redeemed for vacations that provide owners with flexibility as to resort location, length o(st y, number of stays, unit type and time of year. Our programs allow us to market and sell our vacation ownership products in variable quantities and to offer existing owners "upgrade" sales to supplement their existing VO1s_ Less than 1 % of our VOI product sales are from traditional weekly interval systems. Although we offer separate brands, we have integrated substantially all of the business functions, including consumer finance, information technology, staff functions, product development and marketing activities. 8 Table of Contents Submitted into the public record for items) RE.1 . on 07/11/2019 , City Clerk Revenues and Operating Statistics Our vacation ownership business derives a majority of its revenues from timeshare sales, with the remainder of revenues coming from consumer financing and property management. Property management revenues are partly dependent on the number of units we manage. Performance in our vacation ownership business is measured by the following key operating statistics: • Gross vacation ovvnership interest sales or VOIS - Sales of VOIs including Fee -fur -Service sales before the effect of loan toss provisions. • Tours - Number of tours taken by guests in our efforts to sell VOIs. • Volume per guest or (' VPG") - Gross VOl sales (occluding tele-sales upgrades, which are non -tom upgrade sales) divided by the number of tours. We have excluded non -tour upgrade sales in the calculation of VPG because non - tour upgrade sales are generated by a different imitating channel. Vacation Ownership Brands We operate under the following brands: Chill 0:w/ik mt, As one of Wyndham Destinations' flagship vacation brands, Club Wyndham gives travelers the chance to hve their bucket list and seek new adventures along the way. Spacious suites feature fully equipped kitchens, separate living and dining areas, private bedrooms, and on -site recreation facilities. Club Wyndham lets travelers experience the best of what the world has to offer, with 99 resorts in top destinations across North America, Brazil, the South Pacific and Caribbean WorldMark by Bryndiumi. WortdMark promises; families more time to be together er and more time for new traditions and new discoveries at a resort that feels like home. WorldMark sums provide all the amenities families need -,including fully equipped kitchens, separate living and dining areas, separate bedrooms, and a washer/dryer. WorldMark by Wyndham offers a flexible vacation portfolio with over 90 resorts in a variety of destinations across the U.S., Canada, Mexico and Asia -Pacific. Presidential Reserve, by kimdharn. Travelers seeking an enhanced vacation experience distinguished by tmturions suites, exchrsive amenities, guaranteed access and other special benefits will enjoy the first class experience provided by our Presidential Reserve by Wyndham. Shell iacations Club. With a 40-year tradition of hospitality and service, Shell Vacations Club members have access to vacation ownership resorts and properties in the heart of culturally rich meiropolitnt areas, serene mountain communities and relaxed coastal resort cities. Shell Vacations' 25 condo -style resorts are located throughout the western seaboard, Canada and Mexico. Margdw ftrille Vacation Club by WyndTha tt. Inspired by the laid -bock, adventurous lifestyle strum: ny Buffett and the escapism of'Margaritavillett, Marpu;t avitlie Vacation Club delivers a tropical experience through aceomnsodutions frith a nautical feel, including folly equipped kitchens with i bar area complete with a Frozen Concoction Maker* and relaxing outdoor seating areas. Margaritavillr Vacation Chu properties include St. Thomas, U.S. Virgin Islands, Rio Mar, and Puerto Rico, with Nashville canting is Fall 2019. 9 Table of Contents Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk Our multi -brand strategy allows us to deliver a broad range of vacatiou ownership products, locations and price points to a wide spectrum of travelers. Likewise, it also allows us to pursue development opportunities in a wide range of destinations, including international and urban markets. Having a diverse brand portfolio means we can select the most appropriate brand and development partners to expand our footprint. We have used this advantage to build the largest global footprint in the timeshare in&stry, with resorts across NonhAnwrica, Asia, the South Pacific and Caribbean. Douses* _ international Total Total Resorts Units Resorts units Gaeta Una Chtb Wyndham 99 13.573 — — 99 13,573 Worldmark by Wyndham Sty 6,634 10 575 96 7,459 Chap Vyrrclham Asia Pacific 3 40 29 1,492 32 1,532 Presidential Reserve by Wyndham 19 425 — — 19 425 Shell VaestiOas Club 22 1,934 3 292 25 2,226 Margarintuitle Vacation Club 2 186 — 2 106 Tell (inclading dual -branded resorts) 231 23,042 42 2,3 ► 273 ,401 Less: dual -branded resorts (49) Total resorts 224 Saks and itfarkering We employ a variety of marketing channels to encourage prospective owners of V O1s to tour our properties and attend sales presentations at our resort -based sales centers as well as off -site sales offices. Our resort -based sales centers also enable us to actively solicit upgrade sales to existing owners of VOls while they vacation al our resorts. We operate a tele-sales program designed to market upgrade sales to existing owners of ourr products. Sales of VO1s relating to upgrades represented 62%, 65% and 679's of our net VOI sales during 20I8, 2017 and 2016, respectively. We use a variety oftnarketing program% to attract prospective owners. including sponsored contests that offer vacation packages or gifts, targeted mailings, outbound and inbound telemarketing efforts, and in association with Wyndham Hotels brands, other co -branded' narketing programs and events. We also partner with Wyndham Hotels by utilizing the Wyndham Rewards loyalty program to offer Wyndhuan Rewards pow as an incentive to prospective VOl purchasers, and by providing additional redemption options to Wyndham Rewards members. We co-sponsor sweepstakes, giveaways and promotional programs with professional teams at nsajor sporting events and with other third parties al high -traffic consumer events. Where permissible under state law, we offer cash awards or other incentives to existing owners for referrals of new owners. New owner acquisition is an important strategy for us as this will coating to maintain oar pool of"lifetime" buyers of vacation ownership and thus enable us to solicit upgrade sales in the future. We believe the market for VOl sales is under - penetrated, and estimate that there are 53 million U.S. households that are potential purchasers of VOls. We added approximately 37,000, 36,000 and 33,000 new owners during 2018, 2017 and 2016, respectively. Our marketing and sales activities are often facilitated through marketing alliances with other travel, hospitality, entertainment, gaming and retail companies that provide access to such companies' cusenuess through a variety of co -branded marketing offers. Our resort -based sales centers, which are located in popular travel destinations throughout the U.S., generate substantial tour flow by enabling us to market to tourists already visiting these destinations. Ottr marketing agents, who often operate on the )eternises of the hospitality, entertainment, gaming and retail companies with which we have alliances, solicit tourists with offers relating to entertainment activities and other incentives in exchange for the tourists visiting ;he local resorts trod attending sales presentations. An example of a marketing alliance through which we nnarket to inurists visiting destination areas is our current arrangement with Caesars Entertaititnent in Las Vegas, Nevada. This arrangement enables us to operate concierge -style Marketing kiosks throughout select casinos and permits us to solicit patrons to attend sales swesmtations with casino - related rewards and enterlaaunent offers, such as gaming chips, show tickets and dining certificates, We also operate our primary Las Vegas sales center within Harlah's Casino Hotel,Las Vegas, and regularly shuttle prospective owners targeted by such sales centers to and from our nearby resort property 10 Table of Contents. Other marketing alliances provide us with, the opportunity to align our marketing and sales programs with well-known lifestyle brands that appeal to consumers with similar demographics to our current purchasers. One such example is our alliance with Margaritaville, a lifestyle brand popularized by musician/entertainer hinny Buffett, where we market to patrons of various Margaritaville product lines via multiple cbamrels, including on -site marketing at Margaritavilie restaurants, affiliated venues and events, as well as co -branded vacation ownership offerings. We offer a variety of entry-level programs and products as pat of our sales strategy. For exarnple, we have a program that allows prospective owners a dote time allotment of points or credits with no further obligations, which we refer to as our sampler program, and a biennial pmduct that provides for vacations every other year. As pert of our saes atrrttegies, we rely on our points/credits-based programs, whit+ provide prospective owners with the flexibility to buy relatively small packages of points or credits which can then be upgraded at a tater date. To facilitate upgrade sales among existing owners, we nmrket opportunities for owners to purchase additional points or credits through periodic marketing campaigns and promotions while those owners vacation at our properties. Purchaser Financing We offer financing to purchasers of VOIs which attracts additional customers and generates substantial incremental revenues and profile. We fund and service louts through our wholly -owned consumer financing subsidiary, Wyndham Consumer Finance. Wyndham Consumer Finance performs loan financing, servicing and related administrative functions. We typically perm a credit investigation or other inquiry into every purchaser's credit history before offering to finance a portion of the purchase price of the VOL The interest rate offered to participating purchasers is determined by an automated underwriting process lased upon the purchaser's credit score, and the amount of the down payment. We use a consumer credit score, Fair Isaac Corporation (*F1CO which is a branded version of a COMiliteicredit score widely used within the U.S. by the largest banks and lending institutions. FICO scores range from 300 to 850 and arc calculated based on information obtained from one or more of the three major U.S. credit reporting agencies that compile and report on a consumer's credit history. For purchasers with large ban balances, we maintain higher credit standards for new loan origin ions. Our weighted average FICO score on new originations was 727, 726 and 727 for2018, 2017 and 20i6, respectively During 2018, we generated S1.5 billion of new receivables on S2.2 billion of gtross vacation ownership sales, net of Fee -for - Service sales, resulting in 68% of our vacation ownership sales being financed. This level of financing is per to the receipt of addenda cash. Addenda cash represents the cash received for full payment of a loan within 15 to 60 days of origination. After the application of addenda cash, we financed approximately 59% of vacation ownership sales during 2018. We generally require a minimum dow-m payment of 10% of the purchase price on all sales of VOIs and offer consumer financing for the rooming balance for up to 10 years. While the minimum down payment is generally 10%, our average down payment an financed sates of VO 1s was 22%annd 24% during 2018 and 2017, respeetivt4y. The decrease in the average down payment in 2018 is attributable to lower down payment requirements to support our strategy to grow new members. These loans are structured with equal monthly installments that fully amortize theprincipal by the final due date. Similar to many other companies that provide consumer financing, we have historically securitized a majority of the receivables originated in connection with the sales of VOls. We initially place the financed contracts into a revolt warehouse securitization facility, generally within 30 to 90 days after origination. Many of the receivables are subsequently transferred from the warehouse seetaitization facility and placed into term securitization facilities. Our consumer financing subsidiary is rele for the maintenance of contract receivables files as well as all customer service, billing and collection activities related to the domestic loans we extend We assess the performance of our loan portfo4o by monitoring numerous metrics including collection rates, defaults by state of residency and bankruptcies. Our consumer financing subsidiary also manages the selection and priacessing of loans pledged or to be pledged in our warehouse and term securitization facilities. As of December 31, 2018, 95% of our loan portfolio was current (not more than 30 days past due). ?riper°. Iffaxagenterri On behalf of each of the property owners' associations, we or our affiliates generally provide day-to-day management for vacation ownership resorts, which includes oversight of housekeeping services, maintenance and refurbishment of the units, and provide certain account* and administrative services to property owners' associations. The terms of the property management agreements are generally between three to five years; however, the vast majority of the agreements provide a mechanism for automatic renewal upon expiration of the terms. to connection with these property mernagtewent services. we ll Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk Table of Conteuts receive fees which are generally based upon total costs to operate such resorts. Fees fen property management services typically approximate 10% of budgeted operating expenses. As the owner of unsold VO1s, we pay maintenance fees m aoeordance with the legal requirements of the jurisdictions in which the resorts are located. In addition, at certain newly - developed resorts, we sometimes enter into subsidy agreements with the property owners' associations to cover costs that otherwise would be covered by annual maintenance fees payable with respect to VOIs that have not yet been said. 'memory Sattrrinrg We sell inventory sourced pruh five channels: • self-cl.,vtot,eit ittvetttors€, • Just -in -Time inventory, • Fee -for -Service, • consumer loan defaults, and • inventory reclaimed from owners' tswiations or owners. Self-deintloped Inventory. Under the traditional timeshare industry development model, we develop inventory specifically for our timeshare sales. The process often begins with the pure of land which we then develop. Depending on the size and complexity of the project, this process can take up to several years; but usually takes less. .run-in-fltne rn ninny Our hest -in -Time inventory acquisition model enables us to acquire and own completed units close to the timing of their sate or to acquire completed inventory from a third -party partner based upon a predetermred purchase schedule. This model significantly reduces the period between the deployment of capital to acquire imesgaty and the subsequent return on investment which occtus at the tithe of its sale to a timeshare purchaser. fee-for-Sereke. In 2010, we introduced the first of our Fee -for -Service morels. This timeshare sourcing model was designed to capitalize upon the large quantities ofnewly developed, nearly completed or rixiAttly futished condominium or hotel invetstoty in the real estate market without assuming the risk that accompanies sty acquisition or new construction. This business model offers thin -key solutions for developers or banks in possession of newly developed inventory, which we sell fora fee through our extensive sales and nnarketing channels. Fee -for -Service enables us to expand our resort portfolio.with little or no capital deployment, while providing additional channels for new owner acquisition and growth for our Fee -for - Service property management business. Conswner hum defaults. As discussed in the "Purchaser Financing" section, we offer financing to purchasers ers ofVOts. In the event of a default, we are able to recover the inventory and hell it at full current value. We we tvvonsiblit for the payment of maintenance fees to the property owners' associations until the product is sold: As of December 31, 2018, htventtxy on the Consolidated Balance Sheet included estimated inventory recoveries on loan defaults in the amount of S286 million. tientory r kmvwdittat ountets'associations or owners. We have entered into agreements with a majwity of the property associations representing our developments where we may acquire properties related to owners who have defaulted on their maintenance fees, provided there is no outstanding debt on such properties. In. addition, we frequently weak with owners to acquire their properties, provided they have no outstanding debt on such properties, prior to those ownets defaulter on their maintenance fees. This provers the owner with a graceful exit from a property that is no longer utilized due to lifestyle changes. Snhategles Our goal is to strengthen our !cadetship position in the vacation ownership industry and generate consistent and long -terns value for our shareholders. To achieve this goad., we intend to pursue the following strategies: Use ovr diverse bran to enter new and mkt -penetrated geographies and broaden ourdemographic. reach. Our unique mix of breath coupled with our large, global footprint provides us with a strategic advantage when adding new inventory m target markets. We expect to use this advantage to grow our customer base by expanding ow product offen.gs in existing markets and entering new, nndetpenetrated markets, In our existing markets, we intend to grow our product offerings by adding new brands. either within an existing resort or at a new develoment. By having multiple brands within a single location, we are able to offer different products at different price points, thereby increasing our addressable market. For example, in Las Vegas, ow second and third brands repeesent over 40% of our sales. In Nashville, our ability to offer a lifestyle brand, blingtaitaville Vacate Club by Wes, resulted in our selection as a partner in a new hotel development is the polar" ro"'district. i2 Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk Table of Contents The breadth of our offerings also allows us to enter new markets with the appropriate brand and product mix. In our newest timeshare asmarket,Ausstin, we offer two products, one targeted to new owners and the other targeted to existing owners, which allows us to appeal to a broader audience of customers. Additionally, we use our brand portfolio, combined with our strong sales and marketing platform, to penetrate non-traditional but attractive timeshare markets such as the Wisconsin Dells, where we are the only major hospitality brand. increase new owner sates to -drive long -tern, growth. We intend to increase the percentage of our VOI sales from new owners, which will enable us to drive long-term revenue and earnings growth. On average, new owners double their initial VOI purchase within seven years, resulting m predictable, high -veggie future revenue stress. We will leverage our industry - leading sales and marketing platform to attract new owners by expanding our call transfer capabilities. leveraging our relationship with Wyndltarn Hotels, enhancing our marketing alliances. gnawing our Con umsnity Marketing Presence ("Chen and adding resorts in new markets. Marimize our relationship with 1•3neriftetari ,Hotels. We have a king -term, exclusive license agreement and marketing arrangements with Wyndham Hotels, the world's largest hotel franchisor with approximately 8,900 affiliated hotels located in 80 countries. Since its redesign in 2015, Wyndham Hotels' loyalty program, Wyndham Rewards, has neon more than 70 awards, including 'Best Hotel Loyalty PI vr Me from US News & World Report and Most Rewarding Hotel Loyalty Program from IdeaWorks. We plan to significantly increase this sales channel with initiatives such as enhanced call transfers, online marketing, in -hotel. marketing and online rentals of vacation ownership resorts. In addition, Wyndham Rewards redemption options into our resorts provide enhanced tour flow opportunities. Cross -marketing to existing guests of Wyndham lintels and members of Wyndham Rewards has proven to be more efficient than traditional marketing efforts. Volume per guest ("VPG') on affinity marketing tours is higher than other tours, helping to increase margins on new owner sales. We believe further developing this affinity relationship, which currently represents only a small portion of VOI sales, offers a sip ni1cant new owner growth opportunity that is more profitabk than other new owner marketing chrannels. Wyndham Rewards, with approximately 61 million enrolled members, many of whom fit our target new customer demographic, provides us with a substantial customer sourcing opportunity to drive future VOI sales. Maintain a capital-ef%ient knentory sotacht2 frottgy t,ptvdt+ce attractive realms anelcsetslIfienn Wyndham Vacation Ownership pioneered capital -efficient inventory sourcing in 2010. We have a diverse inventory sourcing model. including self - developed inventory, Just -in -Time inventory, Fee -for -Service inventory, and buyback progrsnsa that allow us to generate VOI sales. Ourcapi efficient inventory sourcing strategy has significantly increased return on invested capital since 2010. The scale and breadth of out brand and product offerings give us unparafUeled access to inventory sources, including innovative capital -efficient opportunities, which gives us the ability to select the most attractive development options. Seasonality We rely. in part, upon tour flow to generate saks of VOps; consequently, sales volume tends to increase in the spring and suuimer months as a result of greater tour flow from spring and summer travelers. Therefore, revenue from sales of VOps are generally higher in the third quarter ,ban in other quarters. Competition The timeshare industry historically has been and continues to be highly fragmented and to npetit ve. Competitors range from small vacation ownership companies to large branded hotel companies, all operating vacation ownership businesses involved in the development, finance and operation of timeshare properties. Our vacation ownership business competeswith other timeshare developers for sales of VOIs based priaetpsllyon location, quality of accommodations, price, scrvke levels and amenities, financing terms, quality of service, terms of priaperry use, reservation systems, flexibility for members to exchange into time at other timeshare properties or other travel rewards, including access to hotel loyalty pogroms,aswell asbrand same recogniti©aand rep tion. We also compete forproperty acquisitionsandpnnnernitips with entities that have similar investment objectives as we do. There is also significant competition for talent at all levels within the industry, in particular for sales and management. Onr primary competitors in the timeshare space include Marriott Vacations Worldwide, Hilton Grand Vacat ions, Disney Vacation Club, holiday Inn Club Vacations, Bluegtreen Vacations and Diamond Resorts International. 13 Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Table of Contents in addition, our timeshare business competes with other entities engaged in the leisure and vacation industry, including resorts, hotels, cruises and other accommodation alternatives, such as condominium and single-family home rentals. We also compete with home and apartment sharing services (such asAirBaB and VRBO) that operate websites that market available privately awned residential properties that can be rented on a rightly, weekly or monthly basis. In certain markets, we compete with established independent timeshare operators, and it is possible that mherpotential competitors may develop properties near our current resort locations. In addition, we face competition from other timeshare management compaaties it the went of resorts on behalf of owners on the basis equality, cost, types of services offered and relationship. The timeshare industry has experienced significart consolidation, which may increase cootppetit t. Adai tionally, competition in the vacation ownership industry may increase as private competittxs become publicly traded companies or existing publicly traded competitors spin-off their vacation onnthership operations, increasing the number of competitors in a highly fragmented industry. For example, in Septtetser 2018, Marriot Vacations Worldwide acquired Interval Leisure Group, Inc., which operates the Interval International exchange program. Prior to that acquisition, Interval Leisure Group, Inc. had acquired Hyatt Residence Club in October 2014 and in May 2016 acquired the timeshare operative of Stanwood Hotels & Resorts Worldwide, Inc. (which includes the use of Westin and Sheraton brands for timeshare purposes), known as Vistana Signature Experiences, inc. Diamond Resets International, Inc. completed the aequisitiou of the timeshare business of Gold Key Resorts in October 2015 and completed the acquisition of the timeshare business of Intrawest Resort Club Group in January 2016. In January 2017, Hilton Worldwide Holdings Inc. completed the spit -of of its vacation ownership operations and Hilton Grand Vacations Inc. is now a separate publicly traded company. In -November 2017, Bluegreen Vacations Corporation completed an initial public offering that resulted in approximately 10 percent ofits stock being held by the public. Competitors thatare publicly traded companies may benefit from a lower cost of, and greater access to, capital, as well as more lid tnanagrtnent attention. Consolidation rosy create competitors that enjoy significant advantages resulting from, among other things, a lower cost of, and greater access to, capital and enhanced operating efficiencies, We generally do not face competition in our consumer financing business to finance sake of our VOIs. We do face competition from financial institutions providing other forms of consumer credit, which may lead to full or partial prepayment of OW timeshare futaneing receivables. EXCHANGE & RENTALS i stry A large segment of leisure travel is delivered through non -hotel accommodations that include vacation exchange and vacation rentals. These non -hotel accommodations provide leisure travelers access to a wide variety of leisure options that include vacation ownership resorts, privately -owned vacation homes, apartments and condominiums. Vacation exchange is a fee -for -service industry that offers services and products primarily to timeshare developers and owners_ To participate in a vacation exchange, generally a timeshare owner deposits their interval from a resort orpoints from their club or resort into a vacation exchange company's network and Nees the opportunity to use another owner's interval at a different destination. The vacation exchange company waiver a value to the owner's deposit based upon a number of factors, including supply and demand for the destination, size of the timeshare unit, dates of the interval and the amenities at the resort. Vacation exchange cis generally derive revenues by charging fees for facilitating vacations des and through annual membership dines. Vacation ownership clubs, such as Club Wyndbartt Plus, WorldMark by Wyndham, Hilton Grand Vacations and Disney Vacation Club, give members the option to exchange both internally, within their collection of resorts, or externally through vacation exchange networks such as RC1_ These types of clubs have been the largest driver of vacation ownership industry growth over the past several years_ This long-term trend has a positive impact on the average umbel of gibers, but a negative effect on the number of vacation exchange transactions per member and revenue per member as members exchange more often within aurae club. Exchange & Rentals Overview We operate the world's largest vacation exchange network based on the number of members and are a leading provider of professionally managed vacation rentals in North America. Our mission is to send people on the vacation of their dreams and, during 2018, we sent approximately 7 million people to their desired destinations. Through our industry -leading tools, expertise and brands, we create connections between suppliers and guests to maximize supplier utilization and guest 14 • Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk Table of Con ents Submitted into the public record for item(s)RE.1 . on 07/11/2019 , City Clerk experience_ We are largely a fee -for- rviee business with strong and predir table cash flows. Char prognuns serve a member base of timeshare, fractional and whole -unit owners who want iiexability and variety in their travel plans each year Through our collection of vacation exchange brands, we have approxianatcly 3.8 million member families We generally retain over 85% of our RCI members each year, In the vast majority of cases, we acquire new members when an affiliated timeshare developer pays for the initial term of a membership on behalf of a timeshare owner as part of the vacation ownership purchase pxtscess. Generally, this initial membership is for either a one or two year terra, after which these new members tray choose to anew directly with us. We also acquire a small percentage of new members directly from online channels. Club and corporate members receive the benefit of our vacation exchange program part of their dip with enrollment and renewals paid Rutty the developer. Members receive periodicals published by us and. for additional fees, use the applicable vacation exchange program and other services that provide members the ability to protect trading power or points, extend the life of a deposit, combine two or more deposits for the opportunity to exchange into intervals with higher tending power and book travel services. Our vacation exchange business has relationships with over 4,300 vacation ownership resorts in approximately 110 countries and territories located in North America, Latin America, Caribbean, Europe, Middle East, Africa and Asia Pacific. We tailor our strategies and operating plans for each region where we have, or seek to develop, a substantial member base_ Revenues and Operating Statistics Our vacation exchange business derives the majority of its revenues from annual anembership dues and fees for facilitating vacation exchanges and rentals. We also generate revenue from (i) additional services, programs with affiliated resorts, chth servicing and loyalty programs and (ii) additional products that provide members the ability to protect truing power or points, extend the life of deposits, and combine two or more deposits for the opportunity to exchange into intervals with higher trading power. No one customer, developer or group accounts for more than 10% of our revenues. Performance in our vacation exchange business is measured by the following key operating statistics: • Average number of members - Represents members in our vacation exchangeprograms who paid annual membership dues as of the end of the period or within the allowed grace period • Exchange revenue per member - Represents total annualized revenues generated from fees associated with memberships, exchange transactions, member -related rentals and other servicing for the period divided by the average number of vacation exchange members during the period. We also derive revenues from our North American vacation rentals business from (i) cottunissions earned on the rental of vacation rental properties on behalf of independent owners and (it) additional property management services delivered to property owners, vacation rental guests and Iomeownen` associations. During 20I8, the Company decided to explore strategic alternatives for its North American vacation rentals business and during the fourth quarter commenced activities to facilitate the sale of this business_ The assets and liabilities of this business have been classed as held -for -sale as of December 31, 2018. This business does not meet the criteria to be classified as a discontinued operation; therefore, the results were reflected within continuing operations on the Consolidated Statements of Income. mte. For further details see Note 1 ldBusiness to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form l0-K. Oar Exchange and Rentals Brands We operate under er the following brands: RCl. Founded in 1974, RC1 operates the world's largest vocation ownership weeks -based vacation exchange network, RCI Weeks, and provides members with the ability to exchange week-long intervals in units at their home resort for intervals at comparable resorts. RCI also operates the world's largest vacation ownership points -based vacation exchange network, RCI Points. This program allocates points to use rights that members cede to the vacation exchange program_ Members may redeem their points for the use of vacation properties for the duration they choose in our vacation exchange dam or for discounts on other services and products which may change from time to time, such as airline. car rentals, cruises, hotels and other accommodations. RCI also offers enhanced membership tiers (Gold and Platinum), which provide additional benefits to menthol. The Registry Collection. Established in 2002, The Registry Collection vacation exchange program is the industry's largest and first global vacation exchange network of hontry vacation accommodations. The luxury vacation accommodations in our network include fractional ownership resorts, higher -end vacation ownership resorts, condo -hotels and yachts. The Registry Collection program allows members to exchange their intervals for the use of other luxury vacation properties within the 15 Table of Coracles network for a fee and also offers access to outer services and products at member preferred rates, such as cruises, yac adventure travel, hotels and other accommodations. DAL. Founded in 1997, DAE is a leading direct -to -consumer model of vacation exchange with global operations, This member - direct vacation exchange program{ is open to all timeshare owners, regardless of the resort where they own_ DAE offers weeks, points and club owners a simple exchange system with modest support services so they can enjoy resort style accommodations around the world Lore Home Strap. Founded in 2011, Love Home Swap provides homeowners two weys to turn their home into vacation opportnnities. Members have the option to: (i) swap time at their home directly with another member for time at their property or (ii) swap time at their home for points, which can be used at a later date to secure a stay at another rnember's home. Love Home Swap has developed a sizeable footprint in the United l .ingdorn and other parts of Europe and has begun to establish a presence in the U.S. and Australia. FJ irdlian Vacation Rentals. \Wyndham Vacation Rentals offers North America -based rental properties in over 50 beach. ski, mountain, theme park, golf and tennis destinations such as Florida, South Carolina, Color, Delaware, North Carolina, Alabama, Tennessee, Utah, California and British Columbia. It has more than 35 years of industry experieece providing vacation rentals to travelers through recognized and established brands such as Rest, Steamboat Resorts and Smoky Mountain Property Management. Wyndham Vacation Rentals is part of our NorthAruerican Vacation Rentals business which has been classified as held -for -sale as of December 31, 2018. Inventory The properties our business makes available to travelers include vacation ownership condominiums, fractional resorts, hones, yachts, private residence clubs and traditional hotel rooms. We offer travelers flexibility as to time of travel and a choice of lodging options. This flexibility also heaps our affiliated resorts as it provides additional benefits to the vacation ownership product. We offer property owners marketing, booking, property managetnent and quality control services. We leverage inventory comprising of VOIs and independently owned properties across our network of brands to maximize value for affiliates, vacation exchange members, vacation rental property owners and guests We also leverage our scale and global marketing expertise to enhance demand and drive occupancy across our network of destinations, including the ability to source vacation rental inventory for vacation exchange members. We also provide industry -leading technology and revenue management expertise to optimize our network of destination inventory through automated tools and sophisticated yield management techniques and to provide inventory distribution to our network of affiliated resorts, Additionally, we have adapted our yield management technology to introduice a new vacation rental property recruiting tool and have implemented the tool throughout our North American vacation rental operations. Cnsromer Development We affiliate with vacation ownership developers directly through our in-house sales teams. Affiliated developers sign agreements that have an average duration of approximately five years. Our members are acquired primarily through our afl listed developers as part of the vacation ownership purchase process. We also acquire a small percentage of our rnetnbers directly front online channels. At our vacation rental brands, we primarily enter into exclusive annual rental agreements with property owners. We market these rental properties online and ofiline to large databases of customers. Additional customers are sourced through transactional websites and offline advertising and 'malodors, and through the use of arty travel agencies, tour operators and online distribution channels to drive additional occupancy. We have a number of specific branded websites to promote, sell and inform new customers about vacation rentals. Lo}ofty Program RCi's loyalty program, RCl Elite Rewards, offers a co -branded credit card to our members. The card allows members to earn reward points that can be redeemed for items related to our RCI vacation exchange programs, including annual membership dues, exchange fees for transactions, and other services and products offered by RCI or certain third parties, including airlines and retailers_ Our vacation rental brands also participate in the iiidustry's leading loyalty program, Wyndham Rewards. During 2018, we made approximately 6,100 vacation rental properties available for redemption through Wyndham Rewards and will continue 16 Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Table of Contents incorporating properties into the program in the years to cane_ We expert Wv>m Rewards to increase awareness of our vacation rental brands and drive incremental revenue. Distribution We distribute our products and services through proprietary websites and call centers around the world. We invest in new technologies and online capabilities to ensure that our customers have the best experience and access to consistent information and services across digital and call center channels. We continue to enhance our digital channels, mobile capabilities and e- com merce platforms across our network. Important technology enhancements include streamlined search and transaction journeys, unproved help and mobile titctiotutlity, more robust redesigned website content, and personalized content and offers for our customers. Recognizing that today's on -the -go customer relies on mobile devices more frequently than ever before, we are further investing in our mobile apps and mobile browsers based on the latest technologies coupled with a more nuanced understanding of customer behavior. We have incorporated new tools and responsive designs that take advantage of the portability and variability of mobile devices, allowing customers to research and plan activities, going beyond the travel booking transaction alone_ Part of our vacation rental strategy has been to enhance and expand our online distribution channels, including global partnerships with several industry -leading online travel and vacation rental portals in order to streamline inventory connectivity and guest experience. This will continue to accelerate revenue growth and allow for more business on the web instead of through our coil centers, thus generating cost savings for us. The requests we receive at our global call centers are handled by our vacation guides, who are trained to fulfill requests for vacation exchange and rentals. Call centers remain an important distribution channel for us and therefore we continue to invest resources to ensure that members and rental customers receive a high level of perspnilizect customer service. Through our call centers, we also provide private -labeled reservation booking, customer care and other services for our RCI affiliates. Marketing We market our services and products to our customers using our five primary consumer brands and other related brands in more than 130 offices worldwide high several marketing channels including direct maid, email, social media, telemarketing, online distribution channels. brochures and magazines. Our core marketing strategy is to personalize and customize our marketing to best match customer preferences. We have a comprehensive social and mobile media platform including apps for son rtphones and tablets, Facebook and Pinterest fan pages, several Twitter and Instagram accounts and YouTube channels, online video content and various online magazines. We use our resort directories and periodicals related to the vacation industry for uarketing as well as for member retention and loyalty. Additionally, we ate our offerings to owners of resorts and vacation homes through trade shows, online and other marketing channels that include direct mail and telemarketing. Strategies Our strategy is to re -ignite the RCI exshaenge brand to continue our growth and take advantage of untapped market demand. We will leverage RCI's legacy of imewation, technology and analytics expertise to achieve our goals. We intend to pursue the following key strategic initiatives: JtfentiA, new capital -efficient snrnres of suppty to inane ire catkin opportunities far ottr cavorters We plan to kvrrage our scale and robust industry relation to secure new sources of supply with favorable pricing in order to enhance our exchange inventory profile. We have identified customer demand for destinations where we have limited point - in -time supply availability and demand for vacation opportunities available for confirmation closer to the vacation start date. Offer new and norm raiive oviducts to f other enhance the membership t ~tperience and reach new Customer bases We plan to continue our history of innovation by offering mare ways for customers to use their timeshare ownership to travel and vacation. Our goal is to make it easier for members to deposit future year VOls into our exchange programs end allow numbers to use their vacation ownership toward discounts on other vacation -related opportunities. In addition, RCI will leverage our exchange platform and expertise to expand into new membership models and offerings, eking ou rmemnber base and demographic reach. We will also continue to enhance and grow DAE and Love Hone Swap towards this end. Develop new solutions in partnership with our Club affiliates to increase overall engagement wig, the Club naenrber population While Club owners have been the largest growing segment of our member base, Club revenue per member is lower than our overall average due to a wide array of vacation options within the Clubs causing a reduced propensity for Club owners to 17 Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk Mee Of Contents interact with our external exchange networks. We see opportunity to improve this propensity by working more closely with our Club affiliate partners to drive additional glue proposition in their owner bath We can achieve this by providing innovative new product offerings and time flexibility to help these owners avoid expiration of their Club currency by depositing into our exchange programs. Grow marker share ihma th l'cur orr geographic a tparrsion and deeper penetration sari erirrtlrg markets We will continue to kverage our best -in -class business development team to identify affiliation growth opportunities in our core markets, while investing in growth in our Latin America and Asia markets. Seasonality Our revenues from vacation exchange fees have traditionally been higher in the first quarter, which is generally when our vacation exchange members plan and book their vacations for the year. Revenues from vacation rentals have traditionally been highest in the third quarter, when vacation arrivals are highest. Cotopedtivn Exchange d: Rentals competes globally with other vacation exchange companies, most notably Interval International, and certain developers and clubs that offer vacation exchange through their own internal networks ofproperties. Our vacation exchange business also competes with third -party internet travel intermediaries and peer -to -peer aline networks that are used by consumers to search for and book their resort and other travel accommodations. Our vacation rental brands face competition from a broad variety of professional vacation rental managers, most of which are small regional operators and individual property owners who pursue the rent -by -owner model, collectively using brokerage services, direct marketing and the internet to market and rent their vacation properties. INTELLECTUAL PROPERTY Our business is affected by our ability to protect against inkingeinent of our intellectual property, including our trademarks, service marks, logos, trade names, domain names and other proprietary rights. The foregoing segment descriptions specify the brands that are used by each of our segments. Our subsidiaries actively use or license for use all significant marks and dimwit' names, and we own or have exclusive licenses to use these marks and domain names. In action wirh the Spin-off, we entered into a license, development and noncompetition agreement with Wyndham Hotels, which among otter things, kited to Wyndham Destinations the right to use the "Wyndham" trademark, "The Registry Collect" and certain other trademarks and intellectual property in our business. See grey* Agreements Related to the Spin -Off —License, Development and NoneotnpetitionAgreement" for more information. We register the marks that we own in the U.S. Patent and Trademark Ot%e, as well as with other relevant authorities where we deem appropriate, and seek to protect our marks from unauthorized use as permitted by law. GOVERNMENT REGULATION Our business is subject to various international, national, federal, state and local laws, regulations and policies in jurisdictions in which we operate. Some laws, regulations and policies impact multiple areas of our business, stack as securities, anti- discrimination, anti -fraud, data protection and security and anti -corruption and bdbay laws and regulations or government economic sanctions, including applicable regulations under the U.S_ Treasury's Office of Foreign Asset Cotntnl and the U.S. leorrigu Corrupt Practices Act ("FCPA"}. The FCPA and similar anti -corruption and bribery taws in other jurisdictionsgehataffy prohibit compares and their intermediaries from making improper payment to government officials for the purpose of obtaining or generating business. Other laws, regulations and policies primarily affect one of our areas of business: inventory sourcing activities; sales and marketing activities; purchaser financing activities; and property management activities. lin'entovy Sourcing Regulation Orr inventory sourcing activities are regulated under a number of different timeshare, condominium and land sales disclosure statutes in many jurisdictions. We are generally subject to laws and regulations typically applicable to real estate development, subdivision and construction activities, such as laws relating to zoning, land use restrictions, environmental regulation, accessibility, title transfers, tide insurance and taxation. In the United States, these include die Fair Housing Act and the Aruericans with Disabilities Act of 1990 and the Accessibility Guidelines promulgated thereunder, which we refer to collectively as (the "ADA"). In addition, we are subject to laws in some jurisdictitnas that impose liability on property developers for construction defects discovered or repairs made by future owners of pavperty developed by the developer. I8 Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk Table of Contents Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Sales and Marketing Replant* Our sales and marketing activities are highly regulated. In addition to regulations implementing laws enacted specifically for the timeshare industry, a wide variety of laws and regulations govern our sales and marketing activities, including remotions implementing the USA PATRIOT Art, Foreign Investment In Real Prvpetty Tax Act, the Federal Interstate Land Sales Full Disclosure Act and fair housing statutes, U.S. Federal Trade Commission ("FTC') and state `Little FTC Act" and other regulations governing unfair, deceptive or abusive acts or practices including unfair or wive trade practices and enfeir competition, state anomey general regulations, anti -fraud laws, prize, gill and sweepstakes laws, real estate, title agency or insurance and other licensing or registration laws and regulafiotts, anti-nm ley laundering, consumer information privacy and security, breach notification, information sharing and telematketing laws, home solicitation sales laws, tour operator laws, lodging certificate and seller of travel laws, securities laws, and other consumer protection laws. We must obtain the approval of numerous governmental authorities for our sales and marketing activities. Changes in circumstances or applicable law may necessitate the application for or nmdification of existing approvals. In addition, many jurisdictions, including many jurisdictions in the United States, require that we file detailed registration or offering statements with regulatory authorities disclosing information regarding our VOIs, such as information concerning ing the intervals being offered, the project, resort or program to which the intervals relate, applicable titnesbare plans, evidence of title, details regarding our business, the purchaser's tights and obligations with respect to such =creak, and a description of the matmer in which we intend to offer and advet such intervals. When we sell VOIs, local law grants the purchaser of a VOI the right to cancel a purchase courted during a specified rescission period following the later of the date the contract was signed or the date the purchaser received the last of the document, required to be provided by us. In recent years, regulators in many jurisdictions have increased regulations and enforcement actions related to telemarketing operations, including requiring adherence to the federal Telephone Consumer Protection Act and "do not call" legislation. These treasures have significantly increased the costs associated with telemarketing, in particular with respect to telemarketing to mobile numbers. While we continue to be subject to telemarketing risks and potential liability, we believe that our exposure to adverse effects from telemarketing legislation and enforcement is mitigated in some instances by the use of permission -based marketing in which we obtain permission to contact prospective purchasers in the future. We have also imp kmented procedures to comply with federal and state "do not call" regulations including subscribing to the federal do not call registry and certain state "do not call" registries as well es maintaining an internal "do not call" list. Pt:ra ser Firanteft Regraltuion Our purchaser finalising activities are subject to a number of laws and regulations including those ofapplicable supervisory agencies such as, in the United States, the Consuuner Financial Protection Bureau, the FTC, and the Financial Crimes Enforcement Network. These laws and regulations, some of which contain exceptions applicable to the timeshare industry, may include, among others, the Real Estate Settlement Procedures Act and Regulation X, the Truth In Lading Act and Regulaticat a, the Federal Track Commission Act, the Equal Credit Opportunity Act and Regulation B, the Fair Credit Reporting Act, the Fair Housing Act and implementing regulations, the Fair Debt Collection Practices Act, the Electronic Funds Transfer Act and Regulation E, unfair, deceptive or abusive acts or practices regulations and the Credit Practices rules, the USA PATRIOT Act, the Right to Financial Privacy Act, the Grannn-Leach-Bliley Act, the Servicemember's Civil Relief Act and the Bank Sett ec', Act. Our purchaser financing activities are also subject to die laws and regulations of other jurisdictions, including, among others, laws and regulations related to consumer loans, retail installment contracts, mortgage lending, fair debt collection and credit reporting practices, consumer debt collection practices, mortgage disclosure, lender or mortgage loan originator licensing and registration and anti -money laundering. Property Maaaagewenr Regulation Our property management activities are subject to laws and regulations regarding community association management, public lodging, food and beverage services, liquor licensing, labor, employment. health care, health and saw, accessibility, discrimination, immigration, gaming and the environment (including climate change). In addition, many jurisdictions in which we manage our resorts have statutory provisions that limit the duration of the initial and renewal terms of our management agreements for property owners' associations. EMPLOYEES As of December 31, 2018, we had approximately 24,300 employees, including over 4,300 employees outside oldie U.S_ The Vacation Ownership business had over 18,800 employees, Exchange & Rentals over 5,400 employees, and our corporate group 19 Tsble ot'Contents had approximately 300 employees. Apptoititrwtely l% of our employees are subject to collective bargaining agreements governing their employment with our crmnpa ny. ENVIRONMENTAL COMPLIANCE Our compliance with federal, state and local laws and regulations relating to environmental protection and discharge of hazardous materials bas not had a material impact on our capital expenditures, earnings or competitive position, and we do not anticipate any material impact from such compliance in the future. SOCIAL RESPONSIBILITY Wyndham Destinations is conunitted to delivering shareholder and stakeholder value through our Social Responsibility program, which remains an integral part of company culture and global business operations. We strive to cultivate an inclusive environment, in which our associates, customers, suppliers and communities feel appreciated, respected and vahred_ In 2018, the Company continued to strengthen our impact across our five core areas of SocialResponsibility: Environmental Susttdnability, Ilion & Diversity, Philanthropy, Ethics and Human Rights. We are committed to remaining a leader of sustainable business practices and we continue to work toward meeting all social responsibility regulations in which we conduct business. Our goal for 2025 is to reduce our carbon emissions by 40% and water consumption by 25% at our owned, =staged and leased assets (based on square foot intensity) compared to our 2010 baseline. We have reduced carbon emissions intensity by 31% and water usage intensity by 22%, to oar baseline, while increing our overall portfolio square footage by 15%. Our goals will be achieved through innovative programs and the impleennentation of efficiency projects to reduce our carbon footprint. Progress towards our goals will be measured through our environmental data tracking tool. We recently esceeded our goal to plant one million trees through the Arbor Day Foundation, which has helped us to improve our biodiversity footprint. We continue to work with the Arbor Day foundation planting on average 200,000 trees per year and sourcing carbon neutral coffee. KEY AGREEMENTS RELATED TO THE SPIN-OFF This section summarizes the material agreements between us and Wyndham Hotels that govern the ongoing relationships between the two companies afler the Spin -of. Additional or notified agreements, arrangements and transactions, which would be negotiated at arm's length, may be entered into between us and Wyndham Hotels in the future. These summaries are qualified in their entirety by reference to the full text of the applicable agreements, which are fikd as exhibits hereto. As of May 31, 2018 when the Spin -oil w as completed, we and Wyndham Hotels operate independently, and neither company has any owners* interest in the other. Before the Spin-off, we entered into a Sept and Distribution Agreement and several other agreements with Wyndham Heels related to the Spin-offThese agreements govern the relationship between us and Wyndham Hotels following completion oldie Spitz -of `and provide for the allocation between us and Wyndham Hotels of various assets, liabilities, rights and obligations. The following is a summary of the terms of the material agreetents we entered into with Wyndham Hotels. The following summaries do not purport to be complete and are qualified in their entirety by reference to the full text ofeach agreement, which is incorporated by reference into this Annual Report on Form 10-K as Exhibits 2.5, 10.46, 10.72, 10.73 and 10.74. Separrsrion and 1lisrribeidan Agreement The Company entered into a Separation and Distribution Agreement with Wyndham Hotels regarding the principal actions taken or to be taken in connection with the Spin-off The Separation and Distribution Agreement provides for the allocation of assets and liabilities between Wyndham Destinations and Wyndham Hotels and establishes certain rights and obligations between the parties following the Distribution. Transfer of Assets and Assrunption of Liabilities. The Separation and Distribution Agreement provides for those transfers of assets and assumptions of liabilities that are necessary in connection with the Spin-off so that each ofWyndham Destinations and Wyndham Hotels is allocated the assets necessary to operate its respective business and retains or assumes the liabilities allocated to it in accordance with the separation plan. The Separation and Distribution Agreement also provides for the settlement or extinguishment of certain liabilities and other obligations among Wyndb ann Destinations and Wyndham Hotels. In particular. the Separation and Distribution Agreement provides that, subject to certain terms and cautfttions: • The assets that have been retained by or transferred to Wyndham Hotels ("SpinCo assets") include, but are uot limited to: all of the equity interests of Wyndham Hotels; 20 Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Table of Contents • any and all assets reflected on the audited combined balance sheet of the Wyndham Hotels & Resorts businesses; • any and all contracts primarily relating to the Wyndham Hotels & Resorts businesses; and • all rights in the "Wyndham" trademark and "Tau Registry Collection" trademark, and certain intellectual property related thereto. The liabilities that have been retained by or transferred to Wyndham Hotels rSpinCo I litiea"} inchuie, but are not limited to: • any and a1I liabilities (whether accrued, contingent or otherwise, and subject to certain exceptions) to the extent primarily related to, arising out of brresulting from (a) the onion or conduct of the Wyndham Hotels & Resorts businesses or (b) the SpinCo gets; • any and all liabilities (whether accrued, contingent or otherwise) relating to, arising out of or resulting from any form, registration statement, schedule or similar disclosure document fled or furnished with the Couunission, to the extent such filing is either made by Wyndham Hotels or made by the Company in connection with the Spin-off, subject to each patty's indemnification obligations under the Separation and Distribution Agreement with respect to any 'misstatement of or omission to state a material fact contained in any such Piling to the extent the misstatement or omission is based upon information that was furnished by such party; • any and all liabilities relating to, arising out of; or resulting from arty indebtedness of Wyndham Hotels or any indebtedness secured exclusively by any of the Wyndham Hotels assets; and • any and all liabilities (whether accrued, contingent or otherwise) reflected on the audited combined balance sheet of the Wynriltasn Hotels & Resorts businesses. • Wyndham Hotels assumes one-third and Wyndham Destinations assumes two-thirds of certain contingent and other corporate liabilities of the Company ("shared contingent liabilities") in each case incurred prior to the Distribution, including liabilities of the Company related to, arising out of or resulting from (i) certain terminated or divested businesses, (ii) certain general corporate matters of the Company and (iii) any actions with refit to the separation plan or the Distribution made or brought by any third party; • Wyndham Hotels is entitled to teceivc one-third and Wyndham Destinations is entitled to receive two-thirds of the proceeds (or; in certain cases, a portion thereof) front certain contingent and outer cornorate assets of the Company ("shared contingent assets') arising or accrued prior to the Distribution, including assets of the Company related to., arising from or involving (i) certain terminated or divested businesses and (ii) certain general corporate matters of the Company; • In connection with the sale of the Company's Europeans vacation rentals buses, Wyndham Hotels will assume one- third and Wyndham Destinations will assume two-thirds of certain shared contingent liabilities and certain shared contingent assets, Such shared contingent Assets and shared contingent liabilities will include: (a) any amounts paid or received by Wyndham Destinations in respect of any indemnification claims made in connection with such sale, (b) any losses actually incurred by Wyndham Destinations or Wyndham Hotels in connection with its pawn of post -closing credit support to the European vacation rearms business, in the firm of an unscented guarantee, letter of credit or otherwise, in a fixed amount to be determined, to ensure that the &wipe= vacation reseals business meets the requiremems of certain service providers and regulatory authorities, and (c) any tax assets or liabilities related to such sale; • Except as othenviie provided in the Separation and Dist�uti= Agreement or any ancillary agreement. the corporate costs and expenses relating to the Spin-off will first be paid by the party such costs were incurred by. from a separate account maintained by each of Wyndham Hotels and Wyndham Destinations and established prior to cotnpletiou of the Spin-off on terms agreed upon by Wyndham Hotels and Wyndham Destinations and, to the extent the funds in such separate account are not sufficient to satisfy sueh costs and expenses, be treated as shared contingent liabilities (as described above); and • All assets and liabilities of the Company (whether accrued, contingent or otherwise) other than the SpinCo assets and SpinCo liabilities, subject to certain exceptions (including the shared contingent assets and shared contingent liabilities), have been retained by or transferred to Wyndhattr Destinations, except as set forth in the Separation and Distribution Agreement or one of the other agreements described below. The allocation of liabilities with respect to taxes, except for payroll taxes and reporting and other tax matters expressly covered by the Employee Matters Agreement or the Separation and Distribution Agreement, are solely covered by the Tax Matters Agreement. 21 Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Table of Conteuts Net Proceeds Adjustment. Prior to the Distribution, Wyndham Hotels and the Company agreed on a target amount for the net proceeds to be received by the Company in connection with the sale of the Company's European vacation rentals business. Following the Distribution, Wyndham Destinations will prepare, and agree with Wyndham Hotels on, a statement setting forth the actual amount of net proceeds received by the Company in connection with such sale, including pursuant to any post - closing purchase price adjustments_ If the amount of actual net proceeds is greater than the target net proceeds amotuit, such excess will be a shared contingent asset: if it is Less than the target net proceeds amount, such deficit will be a shared contingent liability. Net Indebtedness Adjustment, Prior to the Distribution, the Company and Wyndham Hotels agreed on a target amount of indebtedness Oct of cash) for Wyndham Hotels as of the Distribution. Following the Distribution, Wyndham Hotels will prepare, and agree with Wyndham Destinations on, a statement setting forth the actual ronount of net indebtedness of Wyndham Hotels as of the close of business on the Distribution Date (as defined below). If the actual amount of net indebtedness as of the close of business on the Distribution Date is greater than the target net indebtedness amount, 'Wyndham Destinations will pay the difference to Wyndham Hotels; if it is less than the target net indebtedness amount, Wyndham Hotels will pay the difference to Wyndham Destinations. Cosh Balances. In connection with the transfer from the Company to Wyndham Hotels of certain liabilities as part of the internal reorganization, the Company transferred an agreed upon amount of cash to Wyndham Hotels. Also prior to the cotnpletion of the Spin-otT, Wyndham Hotels distributed or otherwise transferred to a bank account of the Company the amount of cash and cash equivalents in excess of the sum of (i) such amount of transferred cash, plus (ii) an amount of cash necessary to adequately capitalize Wyndham Hotels following the Spin-off, (iii) plus the amount of cash being maintained by Wyndham Hotels in a separate account to pay corporate costs and expenses relating to the Spin-off (as described above), plus the amount of certain cash proceeds from Wyndham Hotels' offering of its 5.375% Notes due 2026 and the borrowings under Wyndham Hotels' new senior secured credit facilities. Such distributed cash constitutes "hoot" that is subject to the applicable requirements set forth in the Separation and Distribution Agreement. Amounts payable between the Company and Wyndham Hotels that are described in this paragraph may be netted and offset pursuant to the Separation and Distribution Agreement. Further Assurances. To the extent that any transfers of assets or assumptions of liabilities contemplated by the Separation and Distribution Agreemeut have nut been consummated, the parties have agreed to cooperate with each other and use commercially reasonable efforts to effect such trausfers or assumptions as promptly as practicable. In addition, each of the parties has agreed to cooperate with each other and use commercially reasonable efforts to take or to cause to be taken all actions, and to do, or to cause to be done, all things reasonably necessary under applicable taw or contractual obligations to consununate and make effective the transactions contemplated by the Separation and Distribution Agreement and the ancillary agreennents. Representations and Warranties, In general, neither the Cotnpany nor Wyndham Hotels made any representations or warranties regarding any assets or liabilities transferred or assumed, any consents or approvals that may have been required in connection with such transfers or assurptions, the value or freedom from any lien or other security interest of any assets transferred, the absence of any defenses relating to any claim of either party or the legal sufficiency of any conveyance documents, or any other matters. Except as expressly set forth in the Separation and Distribution Agreement or in any ancillary agreement, all assets have been transferred on an "as is, where is" basis. The Distribution, The Separation and Distribution Agreement governs certain rights and obligations of the parties regarding the Distribution and certain actions that occurred prior to the Distribution, such as the election of officers and directors and the adoption of Wyndham hotels` amended and restated certificate of incorporation and amended and restated by-laws, Prior to the Distribution, the Company delivered all the issued and outstanding shares of Wyndham Hotels common stock to the distribution agent. Following the Distribution Date, the distribution agent will electronically deliver the shares of Wyndham Hotels common stock to the Company's stockholders based on each holder of Company common stock receiving one share of Wyndham Hotels common stock for each share of Company common stock held as of May 18, 2018. IntercompanyAccourus, The Separation and Distribution Agreement provides that, subject to any provisions in the Separation and Distribution Agreement or any ancillary agreement to the contrary, prior to the Distribution, intercompany accounts were settled as set forth in the Separation and Distribution Agreement. Release of Claims and Indemnification. Wyndham Destinations and Wyndham Hotels have agreed to broad releases pursuant to which each releases the other and certain related persons specified in the Separation and Distribution Agreement from any claims against any of then] that arise out of or relate to events, circumstances or actions occurring or failing to occur or alleged Submitted into the public 22 record for item(s) RE.1 on 07/11/2019 , City Clerk Table of Contents to occur or to have failed to occur or any conditions existing or alleged to exist at or prior to the time of the Distribution. These releases are subject to certain exceptions set forth in the Separation and Distsibutimr Agreement and the ancillary agreements. The Separation and Distribution Agreement provides for cross -indemnities that, except as otherwise provided in the Separation and Distribution Agreement, are principally designed to place financial responsibility for the obligmions and liabilities of Wyndham Hotels' business with Wyndham Hotels, and financial responsibility for the obligations and liabilities of Wyndi n Destinations' business with Wyndham Destinations. Specifically, each party will, and will cause its subsidiaries to, indemnify, defend and hold harmless the other per, its affiliates and subsidiaries and each of its and theme respective offer, dissectors, employees and agents tbrany losses ariling out at, by reason of or otherwise in caosteetiou with: the liabilities each such party assumed or retained pursuant to the Seperatiett and Distribution Agreement; any misstatement of or omission to state a material fact contained in any patty's public filings, only to the extent the misstatement or omission is based upon information that was furnished by the indemnifying party (or incorporated by reference from a filing of such indemnifying party) and then only to the extent the statement or omission was made or oceuired after the Spin-off and any breach by such party of the Separation and Distribution Agreement or any ancillary agreement unless such ancilhry agreement expessly provides for separate in&nmiftcntian therein_ in which care arty such indemnification claims will be made thereunder. The amount of each patty's indemnification obligation are subject to !eduction by any insurance proceeds received by the party being indemnified. The Separation and Distribution Agreement also specifies procedures with respect to claims subject to indemnification and related matters. Except in the case of tax assets and liabilities related to the sale of the Company's European vacation rentals business, indemnification with respect to taxes are governed solely by the Tax Matteis Agsee ient- Insurance The Separation and Distribution Agreement provides for the allocation among the parties of benefits under existing insurance policies for occurrences prior to the Distinbutios and sets fotth proeed ins for the adiuinisration of insured claims. The Separation and Distribution Agreement allocates arriong the patties the right to proceeds and the obligation to incur deductibles under certain insurance policies. In addition, the Sepanttion and Dist lbtution Agreement provides that Wyndham Destinations will obtain, subject to the terms of the agreement, certain direetors and officers liability insurance policies, fiduciary liability insurance policies and errors and omissions and cyber liability inaurance policies to apply against certain pre - separation claims, if any. Dispute Resolution. In the event deny dispute arising out of the Separation and Distribution Agreement, the general counsels of the parties, and/or such other representatives as the patties designate, will negotiate to resolve any disputes among such parties. lithe panics are unable to resolve the dispute in this manner within a specified period of time, as set forth in the Separation and DistrtbntionAgreemernt, then unless agreed otherwise by the parties, the d'isptite will be resolved through binding arbitration. Other Matters Governed by the Separation and Distribution Agreanent Other matters governed by the Separation and Distribution Agreement include access to financial and other information, confidentiality, access to and of records and treatment of outstanding guarantees and similar credit support. Employee Matters Agreement We have entered into an Employee Matters Agreement with Wyndham Hotels that will govern the respective rights, responsibilities and obligations of -Wyndham Hotels and us following the Spines The Employee Matters Agr.ciiicut addresses the allocation ofemployees between Wyndham Hotels and es,, defined benefit pension pans, qualified defined contribution plans, non -qualified deferred compensation plans, employee health and welfare benefit plans, incentive plans, equity -based awards, collective bargaining agreements and other employment, o ompensation and benefits -related matters. The Employee Matters Agreement provides for, among other things, the allocation and treatment of assets and liabilities related to incentive plans, retirement plans and employee health and welfare benefit plans in which transferred employees participated prior to the Spin-off. The Employee Matteis Agreement also prtn•idcs tor the treatment of Wyndham Destinations' outstanding equity -based awards in connection with the Spin -oil. Following the Spinn-off, Wyndham Hotels employees no loners participate in Wyndham Destinations' plans or programs (other than continued participation in eriiployee health and welfare benefit plan for a limited period of time following the Spin-off in conjunction with the Transition Services Agreement described below), and Wyndham Hotels will establish plans or programs for their employees as described in the Employee Matters Agreement. Wyndham Hotels will also establish or maintain plans and programs outside of the United States as may be required under applicable law or pursuant to the Employee Matters Agrees eat. 23 Submitted into the public record for item(s) RE.1 . on 07/11/2019 , City Clerk Table of Contents Submitted into the public record for item(s) RE.1 on 07/11/2019 , City Clerk Tax Matters Agreement toe have entered into a Tax Matters Agreement with Wyndham Hotels that will govern the respective rights, responsibilities and obligations of Wyndham Hotels and us Hallowing the Spuroffnith respect to tax liabilities and benefits, tax attributes, tax contests and other tax sharing regarding U.S. federal state, local and foreign income taxes, other tax matters and related tax returns. As a former subsidiary of Wyndham Destinations, Wyndham hotels has (and will continue to have following the Spin- off) joint and several liability with us to the IRS for the combined U.S. federal income taxes of the Wyndham Destinations consolidated group relating to the taxable periods in which Wyndham Hotels was part of that group. In general, the Tax Matters Agreement specifies that Wyndham Hotels will bear one-third, and Wyndham Destinations two-thirds, of this tax liability, and Wyndham Hotels has agreed to indemnify us against any amounts for which we are not responsible including subject to the next sentence. The Tax Matters Agreement also provides special rules for allocating tax liabilities in the event that the Spin-off is not tax-free. in general, if a party's actions cause the Spin-offnot to be tax-free, that party will be responsible for the payment of any resulting tax liabilities (and will indemnify the other party with respect [hereto). The Tax Matters Agreement provides for certain covenants that may restrict our ability to pursue strategic or other transactions that otherwise could maximize the value of our business_ Although valid as between the parties, the Tax Matters Agreement will not be binding on the IRS. Transition Services Agreement We have entered into a Transition Services Agreement with Wyndham Hotels under which Wyndham Hotels will provide us with certain services, and we will provide Wyndham Hotels with certain services, for a limited time to help ensure an orderly transition following the distribution. The services that Wyndham Hotels has agreed to provide us under the Transition Services Agreement and that we have agreed to provide Wyndham Motels includes certain finance, information technology, human resources, payroll, tax and other services, We pay Wyndham Hotels for any such services used at agreed amounts as set forth in the Transition Services Agreement. In addition, from time to time during the term of the agreement, we and Wyndham Hotels may mutually agree on additional services to be provided. The services provided under the Transition Services Agreement are, generally, to be provided for a term of up to 24 mouths following the distribution. Each party may terminate any transition services upon prior notice to the other party, generally with notice 45 days in advance ante desired termination date, and are generally to be responsible for any costs incurred by the non - terminating party as a result of such termination. Each party also has the right to terminate the agreement lithe other party breaches any of its obligations under the agreement, subject to providing notice and opportunity to cure, solely with respect to service or services impacted by the breach. The transition services are to he provided in a manner, and at a level of service, substantially similar to the manner and at the level of service with which the services were provided during the 12-month period prior to the distribution. The charge for these services are, generally, to be intended to allow the parties to recover all althea direct and indirect costs incurred in connection with providing those services, The Transition Services Agreement generally provides that each party bears its own risks with respect to the receipt and provision of the transition services, with limited exceptions for items such as the other party's gross negligence or willful misconduct. License, Development and haneanrpetilion Agreement In connection with the Spin-otl; we entered into a license, development and nonconmpetition agreement with Wyndham Hotels, which, among other things, granted to Wyndham Destinations the right to use the "Wyndham" trademark, "The Registry Collection" and certain other trademarks and intellecnnal property in our business, This right is generally limited to use in connection with our vacation ownership, vacation rental (in the U S., Canada, Mexico and Caribbean) and vacation exchange businesses, with certain limited exceptions. This agreement has a terns of l00 years with an option for us to extend the term for an additional 30 years. We will pay Wyndham Hotels certain royalties and other fees under this agreement. Additionally, the license, development and noncontpetition agreement governs arrangemnents between us and Wyndham, Hotels with respect to the development of new projects and non -compete obligations. These non -compete obligations restrict each of the Company and Wyndham Hotels from competing with the other party's business (subject to customary carve -outs) for the first 25 years of the term of the license, development and noncompetition agreement, and we may extend the term of these non - compete obligations for an additional 5-year teen if we achieve a certain sales target in the last full calendar year of the initial 25-year term_ if either party acquires a business that competes with the other party's businesses, Wyndham Hotels or us, respectively, must offer the other patty the right to acquire such competing business upon and subject to the terms and 24