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In July 2018, the FASB issued ASU 2018-09, “Codification Improvements” (“ASU 2018-09”). The amendments in this update affect a wide variety of topics in the codification. To list a few, there are amendments to “Compensation – Stock Compensation – Income Taxes (Subtopic 718-740)”, “Business Combinations – Income Taxes (Subtopic 805-740)”, “Fair Value Measurement – Overall (Subtopic 820-10)”, etc. The transition and effective date guidance is based on the facts and circumstances of each amendment. Some of the amendments in this ASU do not require transition guidance and will be effective upon issuance of this update. However, many of the amendments in this ASU do have transition guidance with effective dates for annual periods beginning after December 15, 2018. We are currently evaluating the methods and impact of adopting this new standard on our consolidated financial statements.


In February 2016, the FASB issued ASU 2016 02, “Leases (Topic 842)” (“ASU 2016 02”). ASU 2016 02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The new guidance will be effective for public entities for annual periods beginning after December 15, 2018 and interim periods therein. Originally, entities were required to adopt ASU 2016-02 using a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application. However, in July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842): Targeted Improvements” (“ASU 2018-11”), which now allows entities the option of recognizing the cumulative effect of applying the new standard as an adjustment to the opening balance of retained earnings in the year of adoption while continuing to present all periods under previous lease accounting guidance. In July 2018, the FASB also issued ASU 2018-10, “Codification Improvements to Topic 842, Leases” (“ASU 2018-10”), which clarifies how to apply certain aspects of ASU 2016-02. We expect to adopt ASU 2016-02, ASU 2018-10 and ASU 2018-11 commencing in fiscal year 2019 and are currently in the process of evaluating and analyzing our leases pursuant to this guidance. While we have

not yet finalized a quantified impact of adopting this new standard, we do expect our balance sheet presentation to be impacted due to the recognition of right-of-use assets and lease liabilities for operating leases.


Under retirement savings plans sponsored by ILG, qualified under Section 401(k) of the Internal Revenue Code, participating employees may contribute up to 50.0% of their pre‑tax earnings, but not more than statutory limits. ILG provides a discretionary match of fifty cents for each dollar a participant contributes into a plan with a maximum contribution of 3% of a participant’s eligible earnings, with employees participating in the safe harbor plan, also receiving a 100% match for the first 1% of the participant’s eligible earnings, subject to Internal Revenue Service (“IRS”) restrictions. Net matching contributions for the ILG plans were $2 million and $1 million for the three months ended June 30, 2018 and 2017, respectively, and $5 million and $3 million for the six months ended June 30, 2018 and 2017, respectively. Matching contributions were invested in the same manner as each participant’s voluntary contributions in the investment options provided under the plans.


On July 6, 2018, a complaint challenging the proposed combination transactions involving ILG and Marriott Vacations (the “Combination Transactions”) was filed allegedly on behalf of stockholders of ILG in the District Court for the District of Delaware, captioned Scarantino v. ILG, Inc., et al., Case No. 1:18-cv-00999-UNA. The complaint names as defendants ILG, ILG’s directors, Ignite Holdco, Inc., Ignite Holdco Subsidiary, Inc., Marriott Vacations, Volt Merger Sub, Inc., and Volt Merger Sub LLC. The complaint alleges that (i) ILG and ILG’s directors issued a false and misleading registration statement in violation of Section 14(a) of the Securities Exchange Act of 1934, as amended and Rule 14a-9 promulgated thereunder; and (ii) ILG’s directors, Marriott Vacations, Volt Corporate Merger Sub and Volt LLC Merger Sub violated Rule 20(a) of the Securities Exchange Act of 1934, as amended by allegedly exercising control over ILG and ILG’s directors while they issued a false and misleading registration statement. The complaint seeks an injunction preventing the defendants from consummating the Combination Transactions and attorneys’ fees and costs, as well as other remedies. ILG and Marriott Vacations believe that this lawsuit is without merit, and intend to defend themselves vigorously.


On July 13, 2018, a complaint challenging the Combination Transactions was filed allegedly on behalf of an alleged stockholder of ILG in the District Court for the Southern District of Florida, captioned Patricia Stephens v. ILG, Inc., et al., Case No. 1:18-cv-22844-CMA. The complaint names ILG and ILG’s directors as defendants. The complaint alleges that (i) ILG and ILG’s directors issued a false and misleading registration statement in violation of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder and (ii) ILG’s directors violated Section 20(a) of the Exchange Act by allegedly exercising control over ILG while issuing a false and misleading registration statement. The complaint seeks an injunction preventing the defendants from consummating the Combination Transactions and attorneys’ fees and costs, as well as other remedies. ILG and Marriott Vacations believe that this lawsuit is without merit, and intend to defend themselves vigorously. Similar lawsuits could be filed in the future.

On July 31, 2018, a class action complaint challenging the Combination Transactions was filed on behalf of an alleged stockholder of ILG in the District Court for the District of Delaware, captioned Dina A. Hohman  v. ILG, Inc., et al., Case No. 1:18-cv-01126. The complaint names ILG and ILG’s directors as defendants. The complaint alleges that (i) ILG and ILG’s directors issued a false and misleading registration statement in violation of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder and (ii) ILG’s directors violated Section 20(a) of the Exchange Act by allegedly exercising control over ILG while issuing a false and misleading registration statement. The complaint seeks an injunction preventing the defendants from consummating the Combination Transactions and attorneys’ fees and costs, as well as other remedies. ILG believes that the claims asserted in this matter are without merit.